0001193125-16-686155.txt : 20160819 0001193125-16-686155.hdr.sgml : 20160819 20160819135642 ACCESSION NUMBER: 0001193125-16-686155 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 38 FILED AS OF DATE: 20160819 DATE AS OF CHANGE: 20160819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FB Financial Corp CENTRAL INDEX KEY: 0001649749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 621216058 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-213210 FILM NUMBER: 161842749 BUSINESS ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 615-313-0080 MAIL ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 FORMER COMPANY: FORMER CONFORMED NAME: First South Bancorp, Inc. DATE OF NAME CHANGE: 20150731 S-1 1 d241660ds1.htm S-1 S-1
Table of Contents
Index to Financial Statements

As Filed with the Securities and Exchange Commission on August 19, 2016

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FB Financial Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Tennessee   6022   62-1216058

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

211 Commerce Street, Suite 300,

Nashville, Tennessee 37201

(615) 313-0080

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Christopher T. Holmes

Chief Executive Officer

FB Financial Corporation

211 Commerce Street, Suite 300,

Nashville, Tennessee 37201

(615) 313-0080

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Mark C. Kanaly

Kyle G. Healy

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

(404) 881-7000

 

Marc D. Jaffe

Keith L. Halverstam

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

(212) 906-1200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title Of Each Class Of

Securities To Be Registered

 

Proposed

Maximum

Aggregate

Offering Price(1)

 

Amount Of

Registration Fee

Common Stock, par value $1.00 per share

  $115,000,000   $11,580.50

 

 

(1)   Includes shares which the underwriters have the right to purchase to cover over-allotments.
(2)   Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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Index to Financial Statements

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

 

Subject to completion, dated August 19, 2016

Preliminary prospectus

             Shares

 

LOGO

Common stock

This is the initial public offering of common stock of FB Financial Corporation, a bank holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned subsidiary, FirstBank, the third largest bank headquartered in Tennessee.

We are offering              shares of our common stock. The selling shareholder identified in this prospectus is offering an additional              shares of our common stock. See “Principal shareholders and selling shareholder”. We will not receive any proceeds from the sale of the shares by the selling shareholder. In connection with the termination of our status as an S Corporation, we intend to use approximately $         million of the net proceeds to us from the offering to (i) fund a cash distribution to our sole shareholder immediately after the closing of this offering in the amount of $55 million, which is intended to be non-taxable to our sole shareholder and represents a significant portion of our S Corporation earnings that have been, or will be, taxed to our sole shareholder, but not previously distributed to him, and (ii) subject to regulatory approval, to repay all $10.1 million aggregate principal amount of subordinated notes held by our sole shareholder, plus any accrued and unpaid interest thereon. See “Use of proceeds.”

Prior to this offering, there has been no established public market for our common stock. We currently estimate the public offering price of our common stock will be between $         and $         per share. We have applied to list our common stock on the New York Stock Exchange under the symbol “FBK.”

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as a result, are subject to reduced public company disclosure standards. See “Implications of being an emerging growth company.”

 

        Per share        Total  

Initial public offering price of our common stock

     $                      $                

Underwriting discounts and commissions(1)

     $           $     

Proceeds to us, before expenses

     $           $     

Proceeds to the selling shareholder, before expenses

     $           $     

 

(1)   See “Underwriting” beginning on page 198 of this prospectus for additional information regarding underwriting compensation.

The underwriters have an option to purchase up to an additional              shares of our common stock at the initial public offering price less the underwriting discount, within 30 days of the date of this prospectus. Of the              shares subject to the underwriters’ option,              shares will be offered by us and              shares will be offered by the selling shareholder. See “Underwriting.”

Investing in our common stock involves risks. See “Risk factors” to read about factors you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits, savings accounts or other obligations of any bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency and are subject to investment risks, including the possible loss of the entire amount you invest.

The underwriters expect to deliver the shares of our common stock to purchasers on or about                     , 2016, subject to customary closing conditions.

 

J.P. Morgan         UBS Investment Bank      

Keefe, Bruyette & Woods

A Stifel Company

The date of this prospectus is                     , 2016.


Table of Contents
Index to Financial Statements

Table of contents

 

About this prospectus

     i   

Industry and market data

     i   

Implication of being an emerging growth company

     ii   

Prospectus summary

     1   

The offering

     12   

Summary historical consolidated financial data

     15   

Risk factors

     24   

Cautionary note regarding forward-looking statements

     53   

Use of proceeds

     56   

Dividend policy

     57   

Capitalization

     59   

Dilution

     60   

Selected historical consolidated financial data

     62   

Business

     69   

Management’s discussion and analysis of financial condition and results of operations

     111   

Management

     174   

Executive compensation and other matters

     180   

Principal shareholders and selling shareholder

     191   

Certain relationships and related person transactions

     193   

Description of our capital stock

     197   

Shares eligible for future sale

     203   

Certain material U.S. federal income tax consequences for non-U.S. holders of common stock

     205   

Underwriting

     209   

Legal matters

     217   

Experts

     217   

Where you can find more information

     217   

Index to consolidated financial statements

     F-1   


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Index to Financial Statements

About this prospectus

You should rely only on the information contained in this prospectus. We, the selling shareholder and the underwriters have not authorized anyone to provide you with different or additional information. We, the selling shareholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any different or additional information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it.

We and the selling shareholder are offering to sell shares of our common stock, and intend to seek offers to buy shares of our common stock, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and growth prospects may have changed since that date. Information contained on, or accessible through, our website is not part of this prospectus.

In this prospectus, “we,” “our,” “us,” “FB Financial Corporation” or “the Company” refers to FB Financial Corporation, a Tennessee corporation, and our consolidated banking subsidiary, FirstBank, a Tennessee state chartered bank, unless the context indicates that we refer only to the parent company, FB Financial Corporation. In this prospectus, “Bank” or “FirstBank” refers to FirstBank, our consolidated banking subsidiary. In this prospectus, “selling shareholder” means the selling shareholder named in the table under the heading “Principal shareholders and selling shareholder” in this prospectus.

Unless otherwise indicated or the context requires, all information in this prospectus assumes the underwriters’ option to purchase additional shares of our common stock to cover over-allotments is not exercised.

S Corporation status

Since 2001, we have elected to be taxed for U.S. federal income tax purposes as an “S Corporation” under the provisions of Sections 1361 through 1379 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, our net income has not been subject to, and we have not paid, U.S. federal income tax, and no provision or liability for U.S. federal income tax has been included in our consolidated financial statements. Instead, for U.S. federal income tax purposes our taxable income is “passed through” to our shareholder. Unless specifically noted otherwise, no amount of our consolidated net income or our earnings per share presented in this prospectus, including in our consolidated financial statements and the accompanying notes appearing in this prospectus, reflects any provision for or accrual of any expense for U.S. federal income tax liability for our Company for any period presented. Upon the consummation of this offering, our status as an S Corporation will terminate. Thereafter, our net income will be subject to U.S. federal income tax and the Company will bear the liability for those taxes.

Industry and market data

This prospectus includes statistical and other industry and market data that we obtained from governmental reports and other third party sources. Our internal data, estimates and forecasts are based on information obtained from governmental reports, trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. Although we believe that this information (including the industry publications and third party research, surveys and studies) is accurate and reliable, we have not independently verified such information. In addition, estimates, forecasts and assumptions are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk factors” section and elsewhere in this prospectus.

 

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Index to Financial Statements

Implication of being an emerging growth company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to other public companies. As an emerging growth company:

 

 

we may present only two years of audited financial statements, discuss only our results of operations for two years in related “Management’s discussions and analysis of financial condition and results of operations” and provide less than five years of selected financial data in this registration statement;

 

 

we are exempt from the requirement to provide an auditor attestation from our auditors on management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

 

 

we may choose not to comply with any new requirements adopted by the Public Company Accounting Oversight Board, or PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and our audited financial statements;

 

 

we are permitted to provide less extensive disclosure regarding our executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means we do not have to include a compensation discussion and analysis and certain other disclosure regarding our executive compensation in this prospectus; and

 

 

we are not required to hold nonbinding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions for up to five years unless we earlier cease to be an emerging growth company. We will cease to be an emerging growth company if we have more than $1.0 billion in annual gross revenues, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt in a three-year period. We have elected to adopt the reduced disclosure requirements described above regarding our executive compensation arrangements for purposes of the registration statement of which this prospectus is a part. In addition, we expect to take advantage of certain of the reduced reporting and other requirements of the JOBS Act with respect to the periodic reports we will file with the SEC and proxy statements that we use to solicit proxies from our shareholders.

The JOBS Act also permits us an extended transition period for complying with new or revised financial accounting standards affecting public companies until they would apply to private companies. However, we have elected not to take advantage of this extended transition period, which means that the financial statements included in this prospectus, as well as any financial statements that we file in the future, will be subject to all new or revised accounting standards generally applicable to public companies. Our election not to take advantage of the extended transition period is irrevocable.

 

ii


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Index to Financial Statements

Prospectus summary

This summary highlights selected information contained in this prospectus. This summary does not contain all the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the “Risk factors,” “Cautionary note regarding forward-looking statements” and “Management’s discussion and analysis of financial condition and results of operations” sections, the historical financial statements and the accompanying notes included in this prospectus.

Overview

We are a bank holding company, headquartered in Nashville, Tennessee. Our wholly-owned bank subsidiary, FirstBank, is the third largest Tennessee-headquartered bank, based on total assets. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, North Alabama and North Georgia. Our footprint includes 45 full-service bank branches serving the Tennessee metropolitan markets of Nashville, Chattanooga, Knoxville, Memphis, Jackson, and Huntsville (AL) in addition to 12 community markets. FirstBank also provides mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States in addition to a national internet delivery channel. As of June 30, 2016, we had total assets of $2.9 billion, total loans of $2.1 billion, deposits of $2.5 billion, and shareholder’s equity of $266 million.

Throughout our history, we have steadfastly maintained a community banking approach of personalized relationship-based service. As we have grown, maintaining this relationship-based approach utilizing local, talented and experienced bankers in each market has been an integral component of our success. Our bankers leverage their local knowledge and relationships to deliver timely solutions to our clients. We empower these bankers by giving them local decision making authority complemented by appropriate risk oversight. In our experience, business owners and operators prefer to deal with decision makers and our banking model is built to place the decision maker as close to the client as possible. We have designed our operations, technology, and centralized risk oversight processes to specifically support our operating model. We deploy this operating model universally in each of our markets, regardless of size. We believe we have a competitive advantage in our markets versus both smaller community banks, larger regional and national banks. Our robust offering of products, services and capabilities differentiates us from community banks and our significant local market knowledge, client service level and the speed with which we are able to make decisions and deliver our services to customers differentiate us from larger regional and national banks.

We seek to leverage our operating model by focusing on profitable growth opportunities across our footprint, consisting of both high-growth metropolitan markets and stable community markets. As a result, we are able to strategically deploy our capital across our markets to take advantage of the opportunities with the greatest certainty of profitable growth and the highest returns.

Our operating model is executed by a talented management team lead by our Chief Executive Officer, Christopher Holmes. Mr. Holmes, a 24-year banking veteran originally from Lexington, Tennessee, joined the Bank in 2010 as Chief Banking Officer and was named Chief Executive Officer in 2013. Mr. Holmes has an extensive background in both metropolitan and community banking gained from his time at several larger public financial institutions. Mr. Holmes has assembled a highly effective management team, blending members that have a long history with FirstBank and members that have significant banking experience at other in-market banks. This leadership team offers us a fresh perspective and implemented a new strategic plan in 2012 that called for significant incremental investments in the Nashville, Tennessee market.

 

 

1


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Index to Financial Statements

Our execution of the plan has driven balanced, profitable growth by increasing our presence in the high-growth Nashville market while maintaining our strong presence in community markets and providing a replicable model for additional metropolitan market growth.

Our team has delivered strong financial results under our strategic plan, as evidenced by consistent improvement in our tax-adjusted return on average assets, net interest margin, core and noninterest bearing deposit balances, and loan balances. We believe that these strong results validate our operating model and strategies and position us for continued profitable growth and improved efficiencies.

 

Tax-adjusted ROAA (%)    Fully tax equivalent net interest margin (%)
LOGO    LOGO

 

Deposits ($ in millions)    Total loans ($ in millions)

 

LOGO

  

 

LOGO

Note: Our tax-adjusted return on average assets includes a pro forma provision for federal income taxes using a combined effective income tax rate of 33.76%, 35.37%, 35.63%, 35.08% and 37.39% for the years ended December 31, 2012, 2013, 2014 and 2015 and the six months ended June 30, 2016, respectively. Our net interest margin is shown on a tax-equivalent basis. Core deposits and net interest margin on a tax equivalent basis are non-GAAP financial measures. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures.”

Our history

Originally chartered in 1906, we are one of the longest continually operating banks in Tennessee. While our deep community roots go back over 100 years, our growth trajectory changed in 1984 when Tennessee businessman James W. Ayers, our Chairman and sole shareholder, acquired Farmers State Bank with an associate. In 1988, we purchased the assets of First National Bank of Lexington, Tennessee and changed our name to FirstBank, forming the foundation of our current franchise. In 1990, Mr. Ayers became the sole shareholder and has remained our sole owner since that time. Under Mr. Ayers’ ownership, we have grown from a community bank with only $14 million in assets in 1984 to the third largest bank headquartered in Tennessee, based on total assets.

 

 

2


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Index to Financial Statements

From 1984 to 2001, we operated as a rural community bank growing organically and through small acquisitions in community markets in West Tennessee. In 2001, our strategy evolved from serving purely community markets to include a modest presence in metropolitan markets, expanding our reach and enhancing our growth. We entered Nashville and Memphis in 2001 by opening a branch in each of those markets. In 2004 and 2008, we opened our first branches in Knoxville and Chattanooga, respectively. Although we experienced some growth in each metropolitan market, it did not become a major strategic focus until we implemented our current metropolitan growth strategy in the Nashville metropolitan statistical area (MSA) in 2012. The successful implementation of this strategy has resulted in 73% deposit growth in the Nashville MSA from December 31, 2012 to June 30, 2016, making it our largest market with 42% of our loans held for investment and 31% of our total deposits, as of June 30, 2016. As a result of this evolution, we now operate a balanced business model that serves a diverse customer base in both metropolitan and community markets.

On September 18, 2015, we completed our acquisition of Northwest Georgia Bank, a 110-year old institution with six branches, serving clients in the Chattanooga MSA. Including the effects of purchase accounting adjustments, we acquired net assets with a fair value of $272 million which includes a bargain purchase gain of $2.8 million, loans with a fair value of $79 million and deposits with a fair value of $246 million. We believe that this acquisition will accelerate our already planned expansion in Chattanooga by significantly augmenting our client base, increasing our brand awareness and providing us with the scale to attract leading bankers to further enhance our market penetration and profitable growth. In connection with the acquisition, we merged two of our existing FirstBank branches into NWGB branches in May 2016.

Our services

We are dedicated to serving the banking needs of businesses, professionals and individuals in our metropolitan and community markets through our community banking approach of personalized, relationship-based service. We deliver a wide range of banking products and services tailored to meet the needs of our clients across our footprint. Through the Bank, we offer a broad range of lending products to our clients, which includes businesses with up to $250 million in annual revenues, business owners, real estate investors and consumers. Our commercial lending products include working capital lines of credit, equipment loans, owner-occupied and non-owner-occupied real estate construction loans, “mini-perm” real estate term loans, and cash flow loans to a diversified mix of clients, including small and medium sized businesses. Our consumer lending products include first and second mortgage loans, home equity lines of credit and consumer installment loans to purchase cars, boats and other recreational vehicles. We also offer a full range of transaction and interest bearing depository products and services to meet the demands of each segment within our client base.

We offer a wide range of residential mortgage products and services through mortgage offices strategically located throughout the southeastern United States and through our internet delivery channel. We also offer smaller community banks and mortgage companies a host of diverse, third-party mortgage services. Our goal is to sell all of the mortgage loans our mortgage banking segment originates to Ginnie Mae, Fannie Mae, Freddie Mac or, to a lesser extent, an array of private national mortgage investors. We sold approximately $2.7 billion of the $2.8 billion of mortgage loans that we originated in 2015. In 2014, we expanded our mortgage business by beginning to service loans that we originate, or acquire through our third party origination contracts, and that we sell in the secondary markets in an effort to capture additional revenue and create cross-selling opportunities for our banking products. As of June 30, 2016, we serviced approximately $4.0 billion of residential mortgage loans.

 

 

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Our markets

Our market area is the southeastern United States, centered around Tennessee, and includes portions of North Alabama and North Georgia. The market area has attractive economic, population, and household income growth statistics that provide a favorable business environment. We believe that the strong economic growth in our market area has created a favorable operating environment for us.

 

LOGO

LOGO

Tennessee has no individual income tax and it has a favorable business climate, as evidenced by the following:

 

 

Tennessee was ranked #4 in the country for business by Chief Executive magazine in May 2016;

 

 

Tennessee was named 2014 State of the Year for economic development by Business Facilities magazine in January 2015 and ranked #2 best business climate by Business Facilities magazine in July 2015

 

 

Tennessee was ranked #4 for foreign direct investment job commitments in 2014 according to the 2015 Global Location Trends report by IBM Institute for Business Value; and

 

 

Tennessee was ranked #4 in the country for doing business by Area Development magazine in September 2015.

The following tables show our deposit market share ranking among all banks and community banks (which we define as banks with less than $15 billion in assets) in Tennessee as of June 30, 2015. Of the 10 largest banks in the state based on total deposits, 7 are national or regional banks, which we believe provides us with significant opportunities to gain market share from these banks.

 

 

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Top 10 banks in Tennessee

 

Rank   Company name   Headquarters  

Branches

(#)

   

Total

deposits

($bn)

   

Deposit

market

share

(%)

   

% of

company

deposits

 

1

  First Horizon National Corp. (TN)   Memphis, TN     152        17.8        13.7        94.8   

2

  Regions Financial Corp. (AL)   Birmingham, AL     238        17.5        13.4        18.3   

3

  SunTrust Banks Inc. (GA)   Atlanta, GA     143        13.5        10.4        9.4   

4

  Bank of America Corp. (NC)   Charlotte, NC     58        10.5        8.1        0.9   

5

  Pinnacle Financial Partners (TN)   Nashville, TN     50        7.2        5.5        100.0   

6

  U.S. Bancorp (MN)   Minneapolis, MN     104        2.7        2.1        1.0   

7

  BB&T Corp. (NC)   Winston-Salem, NC     49        2.5        1.9        1.5   

8

  FB Financial Corp (TN)   Nashville, TN     45        2.0        1.6        91.2   

9

  Simmons First National Corp. (AR)   Pine Bluff, AR     40        1.9        1.5        30.1   

10

  Wells Fargo & Co. (CA)   San Francisco, CA     19        1.7        1.3        0.2   

 

 

Top 10 banks under $15bn assets in Tennessee

 

Rank   Company name   Headquarters  

Branches

(#)

   

Total

deposits

($bn)

   

Deposit

market

share

(%)

   

% of

company

deposits

 

1

  Pinnacle Financial Partners (TN)   Nashville, TN                 49        7.2        5.5        100.0   

2

  FB Financial Corp (TN)   Nashville, TN     45        2.0        1.6        91.2   

3

  Simmons First National Corp. (AR)   Pine Bluff, AR     40        1.9        1.5        30.1   

4

  Wilson Bank Holding Co. (TN)   Lebanon, TN     25        1.7        1.3        100.0   

5

  Home Federal Bank of Tennessee (TN)   Knoxville, TN     23        1.7        1.3        100.0   

6

  Franklin Financial Network Inc (TN)   Franklin, TN     14        1.6        1.2        100.0   

7

  Capital Bank Finl Corp (NC)   Charlotte, NC     57        1.3        1.0        19.7   

8

  First Citizens Bancshares Inc. (TN)   Dyersburg, TN     23        1.3        1.0        100.0   

9

  First Farmers Merchants Corp. (TN)   Columbia, TN     19        1.1        0.8        100.0   

10

  Clayton Bank and Trust (TN)   Knoxville, TN     29        1.0        0.8        100.0   

 

 

Note: Market data sourced from SNL Financial and gives pro forma effect to any acquisitions announced as of July 22, 2016 as if they occurred on June 30, 2015; total assets as of June 30, 2016.

Our six metropolitan markets.

We currently operate in the six metropolitan markets listed below.

Nashville is the largest MSA in Tennessee, our largest market and one of the fastest growing cities in the U.S., with a booming cultural scene, vibrant healthcare industry, established music and entertainment industry, and 24 universities and colleges. Nashville has experienced 37% population growth from 2000 to 2015, and its population is expected to double in the next 20 years. Between 2010 and 2015, Nashville’s job growth of 18.1% was 10 percentage points higher than that of the U.S. Nashville’s diverse economy and strong business community are major attractions for corporations and professionals. Nashville was ranked as the national leader in advanced industry job growth by the Brookings Institute in August 2016. Nashville was ranked #2 in KPMG’s April 2014 listing of the Most Attractive Mid-Sized Cities for Business and #5 on Forbes’ May 2015 listing of the Best Big Cities for Jobs. We believe that these positive trends will continue, providing us with ample opportunity for future growth in the Nashville MSA.

Memphis is the 2nd largest MSA in Tennessee. It has a diversified business base and the busiest cargo airport in North America. Memphis is headquarters to 240 companies employing over 91,000 people, including Fortune

 

 

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500 companies AutoZone, International Paper and FedEx, which alone employs over 32,000 people in Memphis. Memphis benefits from 10 million tourists visiting annually, which generated approximately $3 billion for the local economy during 2014. In 2015, Memphis was named a Top 25 Best City for Jobs by Glassdoor, a leading online job search community.

Knoxville is the 3rd largest MSA in Tennessee. It has 120 automotive component manufacturers in the area, which provide approximately 13,000 jobs. The University of Tennessee is located in Knoxville, generating over $1.5 billion in income annually and supporting in excess of 30,000 jobs during 2014. The tourism industry is beginning to grow and Knoxville is taking its place alongside Chattanooga and Asheville, N.C. as a destination city in the Southern Appalachian Mountains. Knoxville was ranked by Forbes in 2015 as the second most affordable city in the United States and is currently experiencing accelerated employment growth.

Chattanooga is the 4th largest MSA in Tennessee. It has a diverse economy with over 28,000 businesses that employ over 260,000 people and generate an estimated $41 billion in annual sales. Chattanooga has experienced population growth of 11% between 2000 and 2010 and is expected to experience 20% population growth by 2021. Chattanooga was recently ranked #4 on Wallethub’s Best Cities to Start a Business list and was named a Best to Invest city by Site Selection magazine.

Jackson is the 6th largest MSA in Tennessee and is the 2nd largest city in West Tennessee following Memphis. Given a high-quality workforce, favorable tax environment and efficient logistical foundation, Jackson has developed into a leading industrial and distribution center in the state of Tennessee, with particular strength in manufacturing. Employers such as Berry Plastics, Delta Faucets, Gerdau, Kellogg’s, LyondellBassell Industries, Owens Corning and Stanley Black & Decker have established meaningful operations in the Jackson area. Further aiding the bright economic future of the region is a diverse complex of six accredited higher educational institutions and two state-of-the-art technical and professional training vocational schools. Jackson also enjoys a vibrant cultural community, with symphony concerts, blues fests, and community theater, as well as minor league professional baseball and a host of collegiate and local athletic organizations.

Huntsville has one of the strongest technology economies in the nation, with over 300 companies performing sophisticated government, commercial and university research. Huntsville has a high concentration of engineers and Ph.D.’s and has a number of major government programs, including NASA and the U.S. Army, including the Redstone Arsenal, which contains a government and contractor work force that employs approximately 40,000. Huntsville also has one of the highest concentrations of Inc. 500 companies and a number of offices of Fortune 500 companies.

Our community markets.

We are a leading bank in Tennessee’s community markets. These community markets continue to offer us opportunities to profitably grow our market share. The table below shows our presence, as of June 30, 2015, in community markets where we have over $60 million in deposits.

Top FirstBank community markets

 

Market   

FB market

rank

    

FB branches

(#)

    

FB deposits

($mm)

    

FB deposit

market share

    

Percent of total

FB deposits

 

Lexington

     1         3       $ 305         54.3%         13.3%   

Huntingdon

     2         2         119         23.8%         5.2%   

Smithville

     2         1         99         26.3%         4.3%   

Camden

     2         2         97         26.1%         4.2%   

Paris

     3         2         96         17.8%         4.2%   

Waverly

     2         1         63         24.2%         2.7%   

 

 

Note: Market data sourced from SNL Financial and gives pro forma effect to any acquisitions announced as of July 22, 2016 as if they occurred on June 30, 2015

 

 

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Market characteristics and mix.

Metropolitan markets.     Our metropolitan markets are characterized by attractive demographics and strong economies and offer substantial opportunity for future growth. Our metropolitan markets collectively have approximately $108 billion of total deposits and a total population in excess of 5.2 million people, with a projected weighted average annual population growth rate of 4.9% through 2021 according to SNL Financial, as compared to a national average of 3.7%. We compete in these markets with national and regional banks that currently have the largest market share positions and with community banks primarily focused only on a particular geographic area or business niche. We believe we are well positioned to grow our market penetration among our target clients of small to medium sized businesses and the consumer base working and living in these metropolitan markets. In our experience, such clients demand the product sophistication of a larger bank, but prefer the customer service, relationship focus and local connectivity of a community bank. We believe that our size, product suite and operating model offer us a competitive advantage in these markets versus our smaller competitors, many of which are focused only on specific counties or industries. Our operating model driven by local talent with strong community ties and local authority serves as a key competitive advantage over our larger competitors. We believe that, as a result, we are well positioned to leverage our existing franchise to expand our market share in our metropolitan markets.

Community markets.    Our community markets tend to be more stable throughout various economic cycles, with primarily retail and small business customer opportunities and more limited competition. This leads to an attractive profitability profile and smaller ticket, more granular loan and deposit portfolios. We increased our deposits in our community markets by 5% from 2012 through the first half of 2016. Our community markets are standalone markets and not suburbs of larger markets. We primarily compete in these markets with community banks that have less than $1 billion in total assets. We compete effectively against these smaller community banks by providing a broader and more sophisticated set of products and capabilities while still maintaining our local service model. These markets are being deemphasized by national and regional banks. As a result, we are often the employer of choice for talented bankers in these communities. We believe that our operating model and long-term success in these markets positions us well for continued growth in our existing community markets and to take advantage of attractive opportunities in other community markets.

Market mix.    The charts below show our branch, loan and deposit mix between our metropolitan and community markets as of June 30, 2016.

 

Branches:    Loans Held for Investment:    Total deposits:
LOGO    LOGO    LOGO

Our competitive strengths

We believe the following strengths provide us with competitive advantages over other banks in our markets and provide us with the necessary foundation to successfully execute our growth strategies.

 

 

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Depth and experience of senior management team.    We have a deep and experienced senior management team. The team, as evidenced by the leaders of our banking markets and mortgage segment highlighted below, combines long histories at FirstBank with significant market and industry knowledge gained from employment with other successful banks.

Christopher Holmes: President and Chief Executive Officer.    Mr. Holmes has served as President of FirstBank since 2012 and as President and Chief Executive Officer since 2013. Originally from Lexington, Tennessee, Mr. Holmes has a background in both rural communities and urban metro centers that is uniquely suited for leadership at FirstBank. As President and Chief Executive Officer, he is responsible for leading and managing all facets of the bank’s operations, including establishing its long-term goals, strategies and corporate vision. Prior to joining FirstBank in 2010 as Chief Banking Officer, Mr. Holmes served as the Director of Corporate Financial Services and the Chief Retail Banking Officer for Greenville, S.C.-based The South Financial Group. Previously, he worked for 20 years in the Memphis market, first as a certified public accountant with Ernst & Young and then in several management positions for National Bank of Commerce (which was acquired by SunTrust) and Trustmark National Bank.

James Gordon: Chief Financial Officer.    Mr. Gordon was appointed as our Chief Financial Officer in January 2016. Prior to joining us, Mr. Gordon was a Partner at Horne LLP from 2011 to 2016. Horne LLP served as our independent accounting firm before our appointment of RSM US LLP as our independent auditor in 2015 and Mr. Gordon served as our lead audit partner while at Horne. Before joining Horne, Mr. Gordon served as CFO of The South Financial Group, a large publicly traded bank holding company headquartered in Greenville, SC, from 2007 to 2010. In his capacity as CFO of The South Financial Group, his primary responsibilities included overseeing all of the accounting, financial, investor relations and related functions as well as the Mortgage, SBA Lending and Information Technology divisions. Previously, he was the Chief Risk Officer for Union Planters from 2002 to 2004, Chief Accounting Officer for National Bank of Commerce for 2004 and as Partner with PricewaterhouseCoopers and BDO.

Wilburn (Wib) Evans: President, FirstBank Ventures.    As President of FirstBank Ventures, Mr. Evans has overall responsibility for our mortgage banking business and investment services, including strategies for fee income businesses. Mr. Evans joined FirstBank in 1987 as Chief Financial Officer, a position that he held for almost 10 years before being promoted to Executive Vice President in 1996 and later to Chief Operating Officer. Prior to joining FirstBank, Mr. Evans worked as a certified public accountant with BDO.

Allen Oakley: Middle and East Tennessee Regional President.    In his role, Mr. Oakley oversees the banking operations in Middle and East Tennessee and plays an important role in achieving strategic growth goals for the region. Mr. Oakley has more than 33 years of banking experience, mostly in the Tennessee market. Prior to joining FirstBank in 2012, Mr. Oakley served for 5 years as Executive Vice President and Middle Tennessee Manager of the Corporate, Commercial, and Public and Institutional Groups of Regions Bank. Prior to that role, Mr. Oakley worked for SunTrust as Managing Director for the Corporate and Investment Banking Division from the late 1990’s to 2006.

David Burden: West Tennessee Regional President.    In his role as the West Tennessee Regional President, Mr. Burden has authority over banking operations in Memphis, Huntsville, and West Tennessee, which includes most of our leading market share legacy markets. Mr. Burden has more than 15 years of experience at FirstBank and 30 years in banking. Before joining FirstBank, Mr. Burden held the positions of senior vice president and senior lending officer for Union Planters Bank and First American Bank. Early in his career, he served as a federal regulator for 4 years.

 

 

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In addition to our senior management team, our market leaders have an average of over 28 years of experience and an average tenure of 15 years with us. We believe that we also have significant depth in our overall management in lending, credit administration, finance, operations and information technology.

Strong growth coupled with profitability.    We have delivered attractive growth and returns since the implementation of our strategic plan designed to leverage our competitive advantages in both metropolitan and community markets in 2012. Our execution of the plan has delivered strong growth, primarily from our Nashville metropolitan strategy and mortgage expansion, coupled with positive returns from our legacy community markets.

 

      2012     2013     2014     2015    

Six months ended
June 30, 2016

 

Net Income (in millions)

   $ 20.5      $ 26.9      $ 32.5      $ 47.9        $30.4   

Pro forma net income(1)

   $ 14.6      $ 18.6      $ 22.4      $ 33.1        $20.4   

Tax-Adjusted ROAA(1)

     0.68     0.84     0.97     1.28     1.42

Core Deposits (in billions)(2)

   $ 1.74      $ 1.75      $ 1.87      $ 2.39        $2.46   

Loans held for investment (in billions)

   $ 1.24      $ 1.34      $ 1.42      $ 1.70        $1.75   

Nonperforming loans/loans(3)

     4.17     2.12     1.21     0.71     0.66

 

 

 

(1)   Our pro forma net income and tax-adjusted return on average assets include a pro forma provision for federal income taxes using a combined effective income tax rate of 33.76%, 35.37%, 35.63%, 35.08% and 37.39% for the years ended December 31, 2012, 2013 and 2014 and 2015 and six months ended June 30, 2016, respectively.

 

(2)   Core deposits is a non-GAAP financial measure, and, as we calculate core deposits, the most directly comparable GAAP financial measure is total deposits. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures.”

 

(3)   Excludes loans acquired from Northwest Georgia Bank, and therefore is a non-GAAP measure. See our reconciliation of non-GAAP measures to their most comparable GAAP measures under the caption “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures.”

Ability to recruit and retain talented people.    The success of our operating model, which depends on local knowledge and decision making, is directly related to our ability to attract and retain talented bankers in each of our markets. We strive to attract and retain these bankers by fostering an entrepreneurial environment, empowering them with local authority and providing them with sufficient infrastructure and resources to support their growth while also providing management with appropriate oversight. We believe that our family culture built around respect, teamwork and empowerment makes us attractive for talented bankers and associates across our geographic footprint. We pride ourselves on being a great place to work, which is evidenced by our recognition as a Top Workplace for 2015 by The Tennessean, Nashville’s principal newspaper. In the Nashville market alone, we have added 15 new bankers since 2012, including the current President of our Middle and East Tennessee region, Allen Oakley, a 32-year banking veteran.

Scalable, decentralized operating model.    We operate each of our markets as individual markets, with an experienced market leader in charge of each market. Each of our market leaders and bankers is empowered to make local decisions up to specified limits set by the Bank’s board of directors and our senior management team based on experience and track record. We believe that the delivery by our bankers of in-market client decisions, coupled with strong, centralized risk and credit support, allows us to best serve our clients. This operating model has been proven successful in our existing markets and we believe it is highly replicable and scalable. We have a robust infrastructure bolstered by our recent conversion to a new core processing system in the second quarter of 2016, that can support our model as we grow in existing and new markets either organically or through opportunistic acquisitions.

 

 

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Disciplined and deliberate risk management.    Risk management is a cornerstone of our culture and is emphasized throughout every area of the organization. Our decentralized operating model is balanced by individual lending authorities based on demonstrated experience and expertise. Larger credit decisions involve credit officers and/or senior management. We have invested in technology to monitor all credits, ensuring compliance with our policies. We strive for a balanced loan portfolio taking into consideration borrower and industry concentrations. Our risk management strategy also includes rigorous systems and processes to monitor liquidity, interest rate, operations and compliance risk.

Preferred acquirer.    We have a strong record of adding value through acquisitions and have completed seven bank and two mortgage company acquisitions under our current ownership. Our acquisition of Northwest Georgia Bank is the most recent example of an attractive strategic and financial transaction. Our key operational associates have integration experience with FirstBank and other institutions. We are a disciplined acquirer focused on opportunities that meet our internal return targets, maintain or enhance our earnings per share and add to our strong core deposit franchise. Our long-term personal relationships with many of the bank owners and CEOs in our markets lead to a natural dialogue when they choose to explore a sale of their company. Additionally, we believe that our size and ability to operate effectively in both community and metropolitan markets make us an attractive option to smaller banks seeking an acquirer.

Our business strategy

We believe there are significant growth opportunities across our footprint. Our competitive strengths position us to take advantage of these opportunities to deliver strong growth and attractive returns by focusing on the following core strategies.

Enhance market penetration in metropolitan markets.    In recent years, we have successfully grown our franchise in the Nashville MSA by executing our metropolitan growth strategy. The strategy is centered on the following: recruiting the best bankers and empowering them with local authority; developing branch density; building brand awareness and growing our business and consumer banking presence; and expanding our product offering and capabilities. These strategies coupled with our personalized, relationship-based client service have contributed significantly to our success. Additionally, we believe that our scale, resources and sophisticated range of products provides us with a competitive advantage over the smaller community banks in the Nashville MSA and our other MSAs. As a result of these competitive advantages and growth strategies, the Nashville MSA has become our largest market. With approximately a 1.6% market share, based on deposits as of June 30, 2015, we are still in the early stage of executing our Nashville growth strategy and intend to continue to efficiently increase our market penetration. The following charts show our significant growth in the Nashville MSA since 2012.

 

Nashville loans ($ in millions)

 

  

Nashville deposits ($ in millions)

 

  

Nashville bankers (#)

 

LOGO    LOGO    LOGO

Note: The loan and deposit charts reflect our loans, noninterest bearing deposits and core deposits in our Nashville market as of the end of each period. The banker chart reflects the total number of our bankers in our Nashville market as of the end of each period.

 

 

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Based on market and competitive similarities, we believe our growth strategies are transferable to our other metropolitan markets. We intend to implement these strategies with an initial focus on the Chattanooga MSA. Our acquisition of Northwest Georgia Bank will accelerate our growth in Chattanooga and, we believe, will give us the necessary scale to enhance operating leverage and drive profitability in that market.

Pursue opportunistic acquisitions.    While most of our growth has been organic, we have completed nine acquisitions under our current ownership, including our recent acquisition of Northwest Georgia Bank. We pursue acquisition opportunities that meet our internal return targets, enhance market penetration, and possess strong core deposits. We believe that numerous small to mid-sized banks or branch networks will be available for acquisition in metropolitan and community markets throughout Tennessee as well as in attractive contiguous markets in the coming years due to industry trends, such as scale and operational challenges, regulatory pressure, management succession issues and shareholder liquidity needs. In Tennessee alone, there are approximately 150 banks with total assets of less than $1 billion. We believe that we are positioned as a natural consolidator because of our financial strength, reputation and operating model.

Improve efficiency by leveraging technology and consolidating operations.    We have invested significantly in our bankers, infrastructure and technology in recent years, including our conversion to a new core processing system in the second quarter of 2016, which we believe has created a scalable platform that will support future growth across all of our markets. Our bankers and branches, especially in the Nashville MSA, continue to scale in size and we believe there is capacity to grow our business without adding significantly to our branch network. We plan to continue to invest, as needed, in our technology and business infrastructure to support our future growth and increase operating efficiencies. We intend to leverage these investments to consolidate and centralize our operations and support functions while protecting our decentralized client service model.

Seize opportunities to expand noninterest income.    While our primary focus is on capturing opportunities in our core banking business, we have successfully seized opportunities to grow our noninterest income by providing our people with the flexibility to take advantage of market opportunities. As part of our strategic focus to grow our noninterest income, we have significantly expanded our mortgage business by hiring experienced loan officers, implementing our consumer direct internet delivery channel in 2014 and offering our mortgage clients the personalized attention that is the cornerstone of our Bank. As a result, our mortgage banking income has grown from $19.0 million in annual revenues in 2012 to $70.2 million in annual revenues in 2015 and has already generated $54.6 million in revenues during the first half of 2016. We have also successfully expanded our fee-based businesses to include more robust treasury management and investment services. We intend to continue emphasizing these business lines, which we believe will serve as strong customer acquisition channels and provide us with a range of cross-selling opportunities, while making our business stronger and more profitable.

Our corporate information

Our principal executive office is located at 211 Commerce Street, Suite 300, Nashville, Tennessee 37201, and our telephone number is (615) 313-0080. Through FirstBank, we maintain an Internet website at www.firstbankonline.com. The information contained on or accessible from our website does not constitute a part of this prospectus and is not incorporated by reference herein.

 

 

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The offering

The following summary of the offering contains basic information about the offering and our common stock and is not intended to be complete. It does not contain all the information that may be important to you. For a more complete understanding of our common stock, please refer to the section of this prospectus entitled “Description of our capital stock.”

 

Common stock offered by us

             shares.

 

               shares if the underwriters’ option is exercised in full.

 

Common stock offered by selling shareholder

             shares.

 

               shares if the underwriters’ option is exercised in full.

 

Common stock to be outstanding after this offering

             shares.

 

               shares if the underwriters’ option is exercised in full.

 

  The number of shares of common stock to be outstanding after this offering is based on              shares outstanding as of                     , 2016, and excludes the equity awards being granted to certain of our executive officers and employees in connection with this offering and the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering. See “Executive compensation and other matters—Summary of one-time IPO equity awards, conversion of deferred compensation and conversion of EBI units” herein for a discussion of these equity awards and the conversion of these cash settled awards into stock settled awards and “Description of our capital stock” herein for a discussion of the shares of common stock to be outstanding after this offering.

 

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses, will be approximately $         million, or approximately $         million if the underwriters’ option is exercised in full, assuming an initial offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus). We intend to use approximately $         million of the net proceeds to us from this offering to (i) fund the $55 million distribution to our sole shareholder described below and (ii) subject to regulatory approval, to repay all $10.1 million aggregate principal amount of subordinated notes held by our sole shareholder, plus any accrued and unpaid interest thereon. We intend to use the remaining net proceeds to us from this offering to support our growth, including to fund organic growth and implement our strategic initiatives, which may include the potential expansion of our business through opportunistic

 

 

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acquisitions, for working capital and other general corporate purposes, and to strengthen our regulatory capital position.

 

  We will not receive any proceeds from the sale of shares of our common stock in this offering by the selling shareholder.

 

  See “Use of proceeds.”

 

Distribution to our sole shareholder

We have approximately $         million of S Corporation earnings, which have been, or will be, taxed to our sole shareholder, but have not been distributed to him. As a result and in connection with the termination of our status as an S Corporation, we are able to make a cash distribution to our sole shareholder in an amount equal to these taxed, yet undistributed, earnings that is intended to be non-taxable to him.

 

  In connection with this offering, we intend to make a cash distribution to our sole shareholder in the amount of $55 million, which is intended to be non-taxable to our sole shareholder and represents a significant portion of our S Corporation earnings that have been, or will be, taxed to our sole shareholder, but not distributed to him. The distribution will be contingent upon, and payable to our sole shareholder immediately following, the closing of this offering. Purchasers of our common stock in this offering will not be entitled to receive any portion of this distribution.

 

  In addition, subject to regulatory approval, we intend to use a portion of the net proceeds to us from this offering to fund the repayment of all $10.1 million aggregate principal amount of the subordinated notes held by our sole shareholder, plus any accrued and unpaid interest thereon.

 

Dividend policy

Historically, we have been an S Corporation, and as such, we have paid distributions to our sole shareholder to assist him in paying the U.S. federal income taxes on our taxable income that is “passed through” to him as well as additional amounts for returns on capital. Following this offering, our dividend policy and practice will change because we will be taxed as a C Corporation and, therefore, we will no longer pay distributions to provide our shareholders with funds to pay U.S. federal income tax on their pro rata portion of our taxable income.

 

  After this offering, we intend to retain our future earnings, if any, to fund the development and growth of our business and we do not anticipate paying any dividends to the holders of our common stock in the foreseeable future.

 

  For additional information, see “Dividend policy.”

 

 

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Directed share program

At our request, the underwriters have reserved up to 10% of the common stock being offered by this prospectus for sale at the initial public offering price to our directors, officers, and other individuals associated with us and members of their families. The sales will be made by UBS Financial Services Inc., a selected dealer affiliated with UBS Securities LLC, an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock. Participants in the directed share program who purchase more than $500,000 of shares shall be subject to a     -day lock-up with respect to any shares sold to them pursuant to that program. This lock-up will have similar restrictions and an identical extension provision to the lock-up agreements described below. Any shares sold in the directed share program to our directors, executive officers or selling stockholders shall be subject to the lock-up agreements described below.

 

New York Stock Exchange listing

We have applied to have our common stock approved for listing on the New York Stock Exchange under the symbol “FBK.”

 

Risk factors

An investment in shares of our common stock involves a high degree of risk. You should carefully read and consider the risks discussed in the “Risk factors” and “Cautionary note regarding forward-looking statements” sections of this prospectus and all other information in this prospectus before making a decision to invest in shares of our common stock.

 

 

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Summary historical consolidated financial data

The following tables set forth (i) our summary historical condensed consolidated financial data as of and for six months ended June 30, 2016 and 2015, (ii) our summary consolidated financial data as of and for the years ended December 31, 2015, 2014 and 2013, (iii) other data as of and for the periods indicated and (iv) certain pro forma information to reflect our conversion from a subchapter S Corporation to a C Corporation in connection with this offering as if it had occurred at the beginning of each period. The summary historical consolidated financial data as of and for the years ended December 31, 2015, 2014 and 2013 have been derived from, and qualified by reference to, the Company’s audited financial statements included elsewhere in this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto. The summary historical consolidated financial data as of and for the six months ended June 30, 2016 and 2015 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial data reflects the 100-for-one stock split that was effectuated prior to this offering. As such, all share and per share amounts have been retroactively adjusted to reflect the stock split for all periods presented.

The following summary historical consolidated financial data of the Company should be read in conjunction with, and are qualified by reference to, “Management’s discussion and analysis of financial condition and results of operations” and the consolidated financial statements and notes thereto included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.

 

                                                                                              
     As of and for the six
months ended

June 30, (unaudited)
    As of and for year ended December 31,  
      (dollars in thousands, except per share data and ratio)  
                 2016                     2015                     2015                     2014                     2013  

Statement of Income Data

         

Total interest income

  $ 58,922      $ 48,846      $ 102,782      $ 92,889      $ 87,082   

Total interest expense

    4,621        4,405        8,910        9,513        11,606   
 

 

 

 

Net interest income

    54,301        44,441        93,872        83,376        75,476   

Provision for loan losses

    (798     222        (3,064     (2,716     (1,519

Total noninterest income

    69,391        41,223        92,380        50,802        41,386   

Total noninterest expense

    91,942        61,033        138,492        102,163        89,584   
 

 

 

 

Net income before income taxes

    32,548        24,409        50,824        34,731        28,797   

State income tax expense

    2,174        1,649        2,968        2,269        1,894   
 

 

 

 

Net income

  $ 30,374      $ 22,760      $ 47,856      $ 32,462      $ 26,903   
 

 

 

 

Net interest income (tax—equivalent
basis)(6)

  $ 55,412      $ 45,472      $ 95,887      $ 85,487      $ 77,640   

Per Common Share

         

Basic and diluted net income

  $ 1.77      $ 1.32      $ 2.79      $ 1.89      $ 1.57   

Book value(1)(2)

    15.47        13.19        13.78        12.53        11.04   

Tangible book value(2)(6)

    12.41        10.30        10.66        9.59        8.01   

 

 

 

 

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     As of and for the six
months ended

June 30, (unaudited)
    As of and for year ended December 31,  
      (dollars in thousands, except per share data and ratio)  
                 2016                     2015                     2015                     2014                     2013  

Pro Forma Statement of Income and Per Common Share Data(2)(5)

         

Pro forma combined provision for income tax

  $ 12,169      $ 8,964      $ 17,896      $ 12,374      $ 10,185   

Pro forma net income

    20,379        15,445        33,118        22,357        18,612   

Pro forma net income per common share—basic and diluted

    1.19        0.90        1.93        1.30        1.08   

Summary Balance Sheet Data

         

Cash and due from banks

  $ 52,122      $ 56,119      $ 53,893      $ 40,093      $ 41,943   

Loans held for investment

    1,750,304        1,507,632        1,701,863        1,415,896        1,341,347   

Allowance for loan losses

    (23,734     (29,030     (24,460     (29,030     (32,353

Loans held for sale

    322,249        328,300        273,196        194,745        61,062   

Available-for-sale securities, fair value

    550,307        573,179        649,387        652,601        685,547   

Foreclosed real estate, net

    9,902        6,199        11,641        7,259        8,796   

Total assets

    2,917,958        2,532,836        2,899,420        2,428,189        2,258,387   

Total deposits

    2,514,297        2,026,505        2,438,474        1,923,569        1,803,567   

Core deposits(6)

    2,455,298        1,975,861        2,386,154        1,866,535        1,745,492   

Borrowings

    55,785        135,988        74,616        143,850        137,861   

Total shareholder’s equity(2)

    265,768        226,607        236,674        215,228        189,687   

Summary Ratios

         

Return on average:

         

Assets(3)

    2.11%        1.86%        1.86%        1.40%        1.22%   

Shareholder’s equity(3)

    23.94%        20.46%        20.91%        15.94%        13.98%   

Average shareholder’s equity to average assets

    8.82%        9.09%        8.88%        8.81%        8.73%   

Net interest margin (tax-equivalent basis)(6)

    4.20%        4.02%        3.97%        3.93%        3.75%   

Efficiency ratio (tax-equivalent basis)(6)

    69.54%        71.60%        73.26%        76.15%        75.43%   

Loans to deposit ratio

    69.61%        74.40%        69.79%        73.61%        74.37%   

Yield on interest-earning assets

    4.55%        4.41%        4.34%        4.37%        4.31%   

Cost of interest-bearing liabilities

    0.47%        0.51%        0.49%        0.56%        0.70%   

Cost of total deposits

    0.28%        0.32%        0.30%        0.36%        0.48%   

Pro Forma Summary Ratios

         

Pro forma return on average assets(3)(5)

    1.42%        1.27%        1.28%        0.97%        0.84%   

Pro forma return on average equity(3)(5)

    16.06%        13.91%        14.47%        10.98%        9.67%   

 

 

 

 

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     As of and for the six
months ended

June 30, (unaudited)
    As of and for year ended December 31,  
      (dollars in thousands, except per share data and ratio)  
                 2016                     2015                     2015                     2014                     2013  

Credit Quality Ratios

         

Allowance for loan losses to loans, net of unearned
income(6)(7)

    1.41%        1.93%        1.50%        2.05%        2.41%   

Allowance for loan losses to nonperforming loans

    213.70%        177.09%        211.10%        168.75%        113.83%   

Nonperforming loans to loans, net of unearned
income(6)(7)

    0.66%        1.09%        0.68%        1.21%        2.12%   

Capital Ratios (Company)

         

Shareholder’s equity to assets

    9.11%        8.95%        8.16%        8.86%        8.40%   

Tier 1 leverage capital (to average assets)

    7.98%        8.35%        7.64%        8.10%        7.97%   

Tier 1 capital (to risk-weighted assets(4)

    9.57%        10.63%        9.58%        11.32%        11.47%   

Total capital (to risk-weighted assets)(4)

    11.00%        12.40%        11.15%        13.18%        13.41%   

Tangible common equity to tangible assets(6)

    7.44%        7.13%        6.43%        6.93%        6.24%   

Common Equity Tier 1 (to risk-weighted assets) (CET1)(4)

    8.30%        9.07%        8.23%        N/A        N/A   

Capital Ratios (Bank)

         

Shareholder’s equity to assets

    10.12%        10.11%        9.17%        10.09%        9.73%   

Tier 1 leverage capital (to average assets)

    8.02%        8.31%        7.65%        8.10%        7.98%   

Tier 1 capital (to risk-weighted assets)(4)

    9.65%        10.66%        9.63%        11.34%        11.54%   

Total capital to (risk-weighted assets)(4)

    10.92%        12.22%        11.02%        12.96%        13.20%   

Tangible common equity to tangible assets(6)

    8.47%        8.31%        7.46%        8.47%        7.60%   

Common Equity Tier 1 (to risk-weighted assets) (CET1)(4)

    9.65%        10.66%        9.63%        N/A        N/A   

 

 

 

(1)   Book value per share equals our total shareholder’s equity as of the date presented divided by the number of shares of our common stock outstanding as of the date presented. The number of shares of our common stock outstanding as of June 30, 2016 and 2015 and December 31, 2015, 2014 and 2013 was 17,180,000.

 

(2)   If we gave effect to our conversion from a subchapter S Corporation to a subchapter C Corporation in connection with this offering as of June 30, 2016, we would have recorded a deferred tax liability of approximately $15.1 million along with a corresponding $12.8 million decrease to shareholder’s equity. This pro forma adjustment is not reflected in the amounts presented above.

 

(3)  

We have calculated our return on average assets and return on average equity for a year by dividing net income for that period by our average assets and average equity, as the case may be, for that period. We have calculated our pro forma return on average assets and pro forma return

 

 

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on average equity for a period by calculating our pro forma net income for that period as described in footnote 5 below and dividing that by our average assets and average equity, as the case be, for that period. We calculate our average assets and average equity for a period by dividing the sum of our total asset balance or total stockholder’s equity balance, as the case may be, as of the close of business on each day in the relevant period and dividing by the number of days in the period.

 

(4)   We calculate our risk-weighted assets using the standardized method of the Basel III Framework as of December 31, 2015 and June 30, 2016 and the Basel II Framework for all previous periods, as implemented by the Federal Reserve and the FDIC.

 

(5)   We have calculated our pro forma net income, pro forma net income per share, pro forma returns on average assets and pro forma return on average equity for each period shown by calculating a pro forma provision for federal income tax using an assumed combined effective income tax rate of 37.39% and 36.72% for six months ended June 30, 2016 and 2015 and 35.08%, 35.63% and 35.37% for the years ended December 31, 2015, 2014 and 2013, respectively, and adjusting our historical net income for each period to give effect to the pro forma provision for U.S. federal income tax for such period.

 

(6)   These measures are not measures recognized under generally accepted accounting principles (United States) (“GAAP”), and are therefore considered to be non-GAAP financial measures. See “GAAP reconciliation and management explanation of non-GAAP financial measures” for a reconciliation of these measures to their most comparable GAAP measures.

 

(7)   Excludes loans acquired from Northwest Georgia Bank.

GAAP reconciliation and management explanation of non-GAAP financial measures

We identify certain of the financial measures discussed in our summary historical consolidated financial data as being “non-GAAP financial measures.” In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows.

Net interest income (tax-equivalent basis), net interest margin (tax-equivalent basis) and efficiency ratios (tax-equivalent basis) include the effects of taxable-equivalent adjustments using a combined federal and state income tax rate of 39.225% to increase tax-exempt interest income to a tax-equivalent basis.

The non-GAAP financial measures that we discuss in our summary historical consolidated financial data should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our summary historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in our summary historical consolidated financial data when comparing such non-GAAP financial measures. The following reconciliation table provides a more detailed analysis of these non-GAAP financial measures

Tax-equivalent net interest income and net interest margin

Net Interest Income on a tax-equivalent basis is a non-GAAP measure that adjusts for the tax-favored status of net interest income from loans and investments. We believe this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources. The most directly comparable financial measure calculated in accordance with GAAP is our net interest income.

Net interest margin on a tax-equivalent basis is net interest income on a tax-equivalent basis divided by average interest-earning assets on a tax-equivalent basis. The most directly comparable financial measure calculated in accordance with GAAP is net interest margin.

 

 

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The following table presents, as of the dates set forth below, net interest income on a tax-equivalent basis compared with net interest income and presents net interest margin on a tax-equivalent basis compared with net interest margin:

 

    

Six months
ended

June 30,
2016

   

Six months
ended

June 30,
2015

    Year ended December 31,  
(dollars in thousands)   (unaudited)     (unaudited)     2015     2014     2013  

Net interest income (tax-equivalent basis)

         

Net Interest Income

  $ 54,301      $ 44,441      $ 93,872      $ 83,376      $ 75,476   

Adjustments:

         

Tax-equivalent adjustment

    1,111        1,031        2,015        2,111        2,164   
 

 

 

 

Net interest income (tax-equivalent basis)

  $ 55,412      $ 45,472      $ 95,887      $ 85,487      $ 77,640   
 

 

 

 

Net interest margin (tax-equivalent basis)

         

Net Interest Margin

    4.11%        3.93%        3.89%        3.83%        3.65%   

Adjustments:

         

Tax-equivalent adjustment

    0.08%        0.09%        0.08%        0.10%        0.10%   
 

 

 

 

Net interest margin (tax-equivalent basis)

    4.20%        4.02%        3.97%        3.93%        3.75%   

 

 

Tax-equivalent efficiency ratio

The efficiency ratio on a tax-equivalent basis is a non-GAAP measure that provides a measure of productivity in the banking industry. This ratio is calculated to measure the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. We calculate this ratio by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income, excluding gains (losses) on sales of investment securities.

 

 

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The following table presents, as of the dates set forth below, the calculation of our efficiency ratio on a tax-equivalent basis.

 

     

Six months
ended

June 30,
2016

   

Six months
ended

June 30,
2015

     Year ended December 31,  
(dollars in thousands, except per share data)    (unaudited)     (unaudited)      2015     2014      2013  

Efficiency ratio (tax-equivalent basis)

            

Total noninterest expense

   $ 91,942      $ 61,033       $ 138,492      $ 102,163       $ 89,584   

Less merger and conversion expenses

     2,146        287         3,543                  

Less temporary impairment of mortgage servicing rights

     5,687                194                  
  

 

 

 

Adjusted noninterest expense

     84,109        60,746         134,755        102,163         89,584   

Net interest income (tax-equivalent basis)

     55,412        45,472         95,887        85,487         77,640   

Total noninterest income

     69,391        41,223         92,380        50,802         41,386   

Less bargain purchase gain

                    2,794                  

Less gain on sales or write-downs of other real estate

     (142     62         (317     132         225   

Less gain on sales of securities

     3,991        1,795         1,844        2,000         34   
  

 

 

 

Adjusted noninterest income

     65,542        39,366         88,059        48,670         41,127   
  

 

 

 

Adjusted operating revenue

     120,954        84,838         183,946        134,157         118,767   
  

 

 

 

Efficiency ratio (tax-equivalent basis)

     69.54%        71.60%         73.26%        76.15%         75.43%   

 

 

Tangible book value per common share and tangible common equity to tangible assets

Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures generally used by investors to evaluate capital adequacy. We calculate: (i) tangible common equity as total shareholder’s equity less goodwill and other intangible assets; (ii) tangible assets as total assets less goodwill and other intangible assets, (iii) tangible book value per common share as tangible common equity (as described in clause (i)) divided by shares of common stock outstanding and (iv) tangible common equity to tangible assets is the ratio of tangible common equity (as described in clause (i)) to tangible assets (as described in clause (ii)). For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is our book value per common share and for tangible common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is our total shareholder’s equity to total assets.

We believe that these non-GAAP financial measures are important information to be provided to you because, as do our management, banking regulators, many investors, you can use the tangible book value in conjunction with more traditional bank capital ratios to assess our capital adequacy without the effect of our goodwill and other intangible assets and compare our capital adequacy with the capital adequacy of other banking organizations with significant amounts of goodwill and/or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions.

 

 

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The following table presents, as of the dates set forth below, tangible common equity compared with total shareholder’s equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total shareholder’s equity to total assets:

 

     As of June 30,
2016
    As of June 30,
2015
    As of December 31,  
(dollars in thousands, except per share data)       (unaudited)         (unaudited)     2015     2014     2013  

Tangible Assets

         

Total assets

  $ 2,917,958      $ 2,532,836      $ 2,899,420      $ 2,428,189      $ 2,258,387   

Adjustments:

         

Goodwill

    (46,867     (46,904     (46,904     (46,904     (46,904

Core deposit intangibles

    (5,616     (2,689     (6,695     (3,495     (5,108
 

 

 

 

Tangible assets

  $ 2,865,475      $ 2,483,243      $ 2,845,821      $ 2,377,790      $ 2,206,375   
 

 

 

 

Tangible Common Equity

         

Total shareholder’s equity

  $ 265,768      $ 226,607      $ 236,674      $ 215,228      $ 189,687   

Adjustments:

         

Goodwill

    (46,867     (46,904     (46,904     (46,904     (46,904

Core deposit intangibles

    (5,616     (2,689     (6,695     (3,495     (5,108
 

 

 

 

Tangible common equity

  $ 213,285      $ 177,014      $ 183,075      $ 164,829      $ 137,675   
 

 

 

 

Common shares outstanding

    17,180,000        17,180,000        17,180,000        17,180,000        17,180,000   

Book value per common share

  $ 15.47      $ 13.19      $ 13.78      $ 12.53      $ 11.04   

Tangible book value per common share

    12.41        10.30        10.66        9.59        8.01   

Total shareholder’s equity to total assets

    9.11%        8.95%        8.16%        8.86%        8.40%   

Tangible common equity to tangible assets

    7.44%        7.13%        6.43%        6.93%        6.24%   

 

 

Core deposits

Core deposits are a non-GAAP measure used by management and investors to evaluate organic growth of deposits and the quality of deposits as a funding source. We calculate core deposits by excluding jumbo time deposits (greater than $250,000) from total deposits. For core deposits the most directly comparable financial measure calculated in accordance with GAAP is total deposits.

The following table presents, as of the dates set forth below, core deposits compared total deposits:

 

      June 30, 2016      June 30, 2015      As of December 31,  
(dollars in thousands)          (unaudited)            (unaudited)      2015      2014      2013  
                                              

Core deposits

              

Total deposits

   $ 2,514,297       $ 2,026,505       $ 2,438,474       $ 1,923,569       $ 1,803,567   

Less jumbo time deposits

     58,999         50,644         52,320         57,034         58,075   
  

 

 

 

Core deposits

   $ 2,455,298       $ 1,975,861       $ 2,386,154       $ 1,866,535       $ 1,745,492   

 

 

 

 

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Allowance for loan losses to loans, net of unearned income and nonperforming loans to loans, net of unearned income

Allowance for loan losses to loans, net of unearned income, and nonperforming loans to loans, net of unearned income, are financial measures used to determine the credit quality of our loan portfolio. Due to the difference of accounting for and disclosing acquired loans, we believe that excluding the acquired loans from our credit quality measures provides a more meaningful representation of our credit quality. For allowance for loan losses to loans, net of unearned income, and nonperforming loans to loans, net of unearned income, the most directly comparable financial measure calculated in accordance with GAAP is the allowance for loan losses and nonperforming loans, respectively.

The following table presents, as of the dates set forth below, allowance for loan losses to loans, net of unearned income, and nonperforming loans to loans, net of unearned income:

 

     

As of

June 30, 2016

(unaudited)

    

As of

June 30, 2015
(unaudited)

     As of December 31,  
(dollars in thousands)          2015      2014      2013  
                                              

Allowance for loan losses

   $ 23,734       $ 29,030       $ 24,460       $ 29,030       $ 32,353   

Loans, net of unearned income

     1,750,304         1,507,632       $ 1,701,863       $ 1,415,896       $ 1,341,347   
  

 

 

 

Adjustments:

              

Less acquired loans, net of unearned income

     62,173                 76,601                   
  

 

 

 

Adjusted loans, net of unearned income

   $ 1,688,131       $ 1,507,632       $ 1,625,262       $ 1,415,896       $ 1,341,347   
  

 

 

 

Allowance for loan losses to loans, net of unearned income

     1.36%         1.93%         1.44%         2.05%         2.41%   
  

 

 

 

Adjustment:

              

Acquired loans, net of unearned income

     0.05%         0.00%         0.06%         0.00%         0.00%   
  

 

 

 

Adjusted allowance for loan losses to loans, net of unearned income

     1.41%         1.93%         1.50%         2.05%         2.41%   

 

 

 

 

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As of

June 30, 2016

(unaudited)

    

As of

June 30, 2015

(unaudited)

     As of December 31,  
(dollars in thousands)          2015      2014      2013  
                                              

Nonperforming loans

   $ 11,106       $ 16,393       $ 11,587       $ 17,203       $ 28,422   

Loans, net of unearned income

     1,750,304         1,507,632         1,701,863         1,415,896         1,341,347   
  

 

 

 

Adjustments:

              

Less acquired loans, net of unearned income

     62,173                 76,601                   
  

 

 

 

Total loans, net of unearned income

   $ 1,688,131       $ 1,507,632       $ 1,625,262       $ 1,415,896       $ 1,341,347   
  

 

 

 

Nonperforming loans to loans, net of unearned income

     0.63%         1.09%         0.68%         1.21%         2.12%   
  

 

 

 

Adjustment:

              

Acquired loans, net of unearned income

     0.03%         0.00%         0.03%         0.00%         0.00%   
  

 

 

 

Adjusted nonperforming loans to loans, net of unearned income

     0.66%         1.09%         0.71%         1.21%         2.12%   

 

 

 

 

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Risk factors

Investing in our common stock involves a high degree of risk. Before you decide to invest in our common stock, you should carefully consider the risks described below, together with all other information included in this prospectus, including our historical financial statements and accompanying notes thereto. We believe the risks described below are the risks that are material to us as of the date of this prospectus. If any of the following risks actually occur, our business, financial condition, results of operations and growth prospects could be materially and adversely affected. In that case, you could experience a partial or complete loss of your investment.

Risks related to our business

Our business concentration in Tennessee imposes risks resulting from any regional or local economic downturn affecting Tennessee, and if we do not effectively manage our asset quality and credit risk, we would experience loan losses which could have a material adverse effect on our financial condition and results of operation.

We conduct our banking operations primarily in Tennessee as a significant majority of the loans in our loan portfolios as of June 30, 2016 were secured by properties and collateral located in Tennessee. Likewise, as of such date, approximately 89% of the loans in our loan portfolio were made to borrowers who live and/or primarily conduct business in Tennessee. This geographic concentration imposes risks from lack of geographic diversification, as adverse economic developments in Tennessee (including the Nashville MSA, our largest market), among other things, could affect the volume of loan originations, increase the level of nonperforming assets, increase the rate of foreclosure losses on loans and reduce the value of our loans and loan servicing portfolio. Any regional or local economic downturn that affects Tennessee or existing or prospective borrowers or property values in such areas may affect us and our profitability more significantly and more adversely than our competitors whose operations are less geographically concentrated.

In addition, making any loan involves risk, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral and cash flows available to service debt, and risks resulting from changes in economic and market conditions. Our credit risk approval and monitoring procedures may fail to identify or reduce these credit risks, and they cannot completely eliminate all credit risks related to our loan portfolio. If the overall economic climate, including employment rates, real estate markets, interest rates and general economic growth, in the United States, generally, or Tennessee (particularly the Nashville MSA), specifically, experiences material disruption, our borrowers may experience difficulties in repaying their loans, the collateral we hold may decrease in value or become illiquid, and the level of nonperforming loans, charge-offs and delinquencies could rise and require additional provisions for loan losses, which would cause our net income and return on equity to decrease.

Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses.

As of June 30, 2016, approximately 75% of our loan portfolio was comprised of loans with real estate as a primary or secondary component of collateral. This includes collateral consisting of income producing and residential construction properties, which properties tend to be more sensitive to general economic conditions and downturns in real estate markets. As a result, adverse developments affecting real estate values in our market areas could increase the credit risk associated with our real estate loan portfolio. The market value of real estate can fluctuate significantly in a short period of time as a result of market conditions in the area in which the real estate is located. Adverse changes affecting real estate values and the liquidity of real estate in one or more of our markets could increase the credit risk associated with our loan portfolio, and could result in

 

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losses that would adversely affect credit quality, financial condition, and results of operation. Negative changes in the economy affecting real estate values and liquidity in our market areas could significantly impair the value of property pledged as collateral on loans and affect our ability to sell the collateral upon foreclosure without a loss or additional losses. Collateral may have to be sold for less than the outstanding balance of the loan, which could result in losses on such loans. Such declines and losses could have a material adverse impact on our business, results of operations and growth prospects. If real estate values decline, it is also more likely that we would be required to increase our allowance for loan losses, which could adversely affect our financial condition, results of operations and cash flows.

We are exposed to higher credit risk by commercial real estate, commercial and industrial and construction based lending as well as relationship exposure with a number of large borrowers.

Commercial real estate, commercial and industrial and construction based lending usually involve higher credit risks than 1-4 family residential real estate lending. As of June 30, 2016, the following loan types accounted for the stated percentages of our loan portfolio: commercial real estate (both owner-occupied and non-owner occupied)—35%; commercial and industrial—20%; and construction—12%. These types of loans also involve larger loan balances to a single borrower or groups of related borrowers. These higher credit risks are further heightened when the loans are concentrated in a small number of larger borrowers leading to relationship exposure. As of June 30, 2016, we had 11 relationships with over $10 million of outstanding borrowings with us. While we are not dependent on any of these relationships and while none of these large relationships have directly impacted our allowance for loan losses, a deterioration of any of these large credits could require us to increase our allowance for loan losses or result in significant losses to us.

Non-owner occupied commercial real estate loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers’ ability to repay their loans depends on successful development of their properties, in addition to the factors affecting residential real estate borrowers. These loans also involve greater risk because they generally are not fully amortizing over the loan period, but have a balloon payment due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or sell the underlying property in a timely manner.

The banking regulators are giving commercial real estate lending greater scrutiny, and may require banks with higher levels of commercial real estate loans to implement improved underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of commercial real estate lending growth and exposures.

Commercial and industrial loans and owner-occupied commercial real estate loans are typically based on the borrowers’ ability to repay the loans from the cash flow of their businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. In addition, the assets securing the loans have the following characteristics: (i) they depreciate over time, (ii) they are difficult to appraise and liquidate, and (iii) they fluctuate in value based on the success of the business.

Risk of loss on a construction loan depends largely upon whether our initial estimate of the property’s value at completion of construction or development equals or exceeds the cost of the property construction or development (including interest), the availability of permanent take-out financing and the builder’s ability to ultimately sell the property. During the construction or development phase, a number of factors can result in delays and cost overruns. If estimates of value are inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed through a permanent loan or by seizure of collateral.

 

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Commercial real estate loans, commercial and industrial loans and construction loans are more susceptible to a risk of loss during a downturn in the business cycle. Our underwriting, review and monitoring cannot eliminate all of the risks related to these loans.

We also make both secured and unsecured loans to our commercial clients. Secured commercial loans are generally collateralized by real estate, accounts receivable, inventory, equipment or other assets owned by the borrower or may include a personal guaranty of the business owner. Unsecured loans generally involve a higher degree of risk of loss than do secure loans because, without collateral, repayment is wholly dependent upon the success of the borrowers’ businesses. Because of this lack of collateral, we are limited in our ability to collect on defaulted unsecured loans. Furthermore, the collateral that secures our secured commercial and industrial loans typically includes inventory, accounts receivable and equipment, which if the business is unsuccessful, usually has a value that is insufficient to satisfy the loan without a loss.

In addition, in recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. In the future, we could become subject to claims based on this or other evolving legal theories.

Our success is largely dependent upon our ability to successfully execute our business strategy and if we are unable to successfully execute our business strategy, our business, growth prospectus, financial results and operations could be materially and adversely impaired.

Our success, including our ability to achieve our growth and profitability goals, is dependent on the ability of our management team to execute on our long-term business strategy, which requires them to, among other things:

 

 

attract and retain experienced and talented bankers in each of our markets;

 

 

maintain adequate funding sources, including by continuing to attract stable, low-cost deposits;

 

 

enhance our market penetration in our metropolitan markets and maintain our leadership position in our community markets;

 

 

increase our operating efficiency;

 

 

implement new technologies to enhance the client experience, keep pace with our competitors and improve efficiency;

 

 

attract and maintain commercial banking relationships with well-qualified businesses, real estate developers and investors with proven track records in our market areas;

 

 

attract sufficient loans that meet prudent credit standards, including in our commercial and industrial and owner-occupied commercial real estate loan categories;

 

 

originate conforming residential mortgage loans for resale into secondary market to provide mortgage banking income;

 

 

maintain adequate liquidity and regulatory capital and comply with applicable federal and state banking regulations;

 

 

obtain federal and state regulatory approvals;

 

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manage our credit, interest rate and liquidity risk;

 

 

develop new, and grow our existing, streams of noninterest income;

 

 

oversee the performance of third party service providers that provide material services to our business; and

 

 

maintain expenses in line with their current projections.

Failure to achieve these strategic goals could adversely affect our ability to successfully implement our business strategies and could negatively impact our business, growth prospects, financial condition and results of operations. Furthermore, if we do not manage our growth effectively, our business, financial condition, results of operations and future prospects could be negatively affected, and we may not be able to continue to implement our business strategy and successfully conduct our operations.

The success of our operating model depends on our ability to attract and retain talented bankers and associates in each of our markets. If we are unable to attract and retain talented bankers in our markets, our business, growth prospects and financial results could be materially and adversely affected.

The success of our operating model depends on our ability to attract and retain talented bankers and associates in each of our markets. We strive to attract and retain these bankers by fostering an entrepreneurial environment, empowering them with local decision making authority and providing them with sufficient infrastructure and resources to support their growth while also providing management with appropriate oversight. However, the competition for bankers in each of our markets is intense. We compete for talent with both smaller banks that may be able to offer bankers with more responsibility, autonomy and local relationships and larger banks that may be able to offer bankers with higher compensation, resources and support. As a result, we may not be able to effectively compete for talent across our markets. Furthermore, our bankers may leave us to work for our competitors and, in some instances, may take important banking and lending relationships with them to our competitors. If we are unable to attract and retain talented bankers in our markets, our business, growth prospects and financial results could be materially and adversely affected.

We depend on our executive officers and other key individuals to continue the implementation of our long-term business strategy and could be harmed by the loss of their services and our inability to make up for such loss with qualified replacements.

We believe that our continued growth and future success will depend in large part on the skills of our management team and our ability to motivate and retain these individuals and other key individuals. In particular, we rely on the leadership and experience in the banking industry of James Ayers, our founder and Chairman, Christopher Holmes, our President and Chief Executive Officer, James Gordon, our Chief Financial Officer, Wilburn Evans, President of FirstBank Ventures, Tim Johnson, our Chief Risk Officer, David Burden, West Tennessee Regional President, Allen Oakley, Middle and East Tennessee Regional President, Wade Peery, our Director of Operations and Technology, Wyndell Renee Bunch, Chief Financial Officer of FirstBank Ventures, Paul Craig, Director of Corporate Development and Jeanie Rittenberry, Director of Marketing and Communications. The loss of any of their service could reduce our ability to successfully implement our long-term business strategy, our business could suffer and the value of our common stock could be materially adversely affected. Leadership changes will occur from time to time and we cannot predict whether significant resignations will occur or whether we will be able to recruit additional qualified personnel. We believe our management team possesses valuable knowledge about the banking industry and that their knowledge and relationships would be very difficult to replicate. Our success also depends on the experience of our market presidents, bankers and lending officers and on their relationships with the clients and communities they serve. The loss of key personnel, or the inability to recruit and retain qualified and talented personnel in the future, could have an adverse effect on our business, financial condition or operating results.

 

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We face strong competition from financial services companies and other companies that offer banking services.

We conduct our banking operations primarily in Tennessee, with our largest market being the Nashville MSA, which is a highly competitive banking market. Many of our competitors offer the same, or a wider variety of, banking services within our market areas. These competitors include banks with nationwide operations, regional banks and community banks. In many instances these national and regional banks have greater resources than we do and the smaller community banks may have stronger ties in local markets than we do, which may put us at a competitive disadvantage. We also face competition from many other types of financial institutions, including savings and loan institutions, finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. In addition, a number of out-of-state financial institutions have opened production offices, or otherwise solicit deposits and loans, in our market areas. Increased competition in our markets may result in reduced loans and deposits, as well as reduced net interest margin and profitability. Ultimately, we may not be able to compete successfully against current and future competitors. If we are unable to attract and retain banking clients, we may be unable to continue to grow our loan and deposit portfolios, and our business, financial condition and results of operations may be adversely affected.

Furthermore, a number of larger banks have recently entered the greater Nashville, Tennessee market, and we believe this trend will continue as banks look to gain a foothold in this growing market. This trend will likely result in greater competition in one of our key markets and may impair our ability to grow our share of the Nashville market.

We follow a relationship-based operating model and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining bankers and other associates who share our core values of being an integral part of the communities we serve, delivering superior service to our clients and caring about our clients and associates. Furthermore, maintaining our reputation also depends on our ability to protect our brand name and associated trademarks. If our reputation is negatively affected by the actions of our associates or otherwise, our business and, therefore, our operating results may be materially adversely affected.

Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations.

The majority of our banking assets are monetary in nature and subject to risk from changes in interest rates. Like most financial institutions, our earnings are significantly dependent on our net interest income, the principal component of our earnings, which is the difference between interest earned by us from our interest-earning assets, such as loans and investment securities, and interest paid by us on our interest-bearing liabilities, such as deposits and borrowings. We expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” will negatively impact our earnings. The impact on earnings is more adverse when the slope of the yield curve flattens, that is, when short-term interest rates increase more than long-term interest rates or when long-term interest rates decrease more than short-term interest rates. Many factors impact interest rates, including governmental monetary policies, inflation, recession, changes in unemployment, the money supply, and international disorder and instability in domestic and foreign financial markets.

 

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Interest rate increases often result in larger payment requirements for our borrowers, which increase the potential for default. At the same time, the marketability of the property securing a loan may be adversely affected by any reduced demand resulting from higher interest rates. In a declining interest rate environment, there may be an increase in prepayments on loans as borrowers refinance their loans at lower rates.

Changes in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates that adversely affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in nonperforming assets and a reduction of income recognized, which could have a material adverse effect on our results of operations and cash flows. Further, when we place a loan on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. At the same time, we continue to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding expense. Thus, an increase in the amount of nonperforming assets would have an adverse impact on net interest income.

If short-term interest rates remain at their historically low levels for a prolonged period, and assuming longer term interest rates fall further, we could experience net interest margin compression as our interest earning assets would continue to re-price downward while our interest-bearing liability rates could fail to decline in tandem. Such an occurrence would have a material adverse effect on our net interest income and our results of operations.

Decreased residential mortgage origination, volume and pricing decisions of competitors may adversely affect our profitability.

Our mortgage operation originates and sells residential mortgage loans, services residential mortgage loans, and provides third party origination services to other community banks and mortgage companies. Changes in interest rates, housing prices, regulations by the applicable governmental authorities and pricing decisions by our loan competitors may adversely affect demand for our residential mortgage loan products, the revenue realized on the sale of loans, revenues received from servicing such loans for others, and ultimately reduce our net income. New regulations, increased regulatory reviews, and/or changes in the structure of the secondary mortgage markets which we would utilize to sell mortgage loans may be introduced and may increase costs and make it more difficult to operate a residential mortgage origination business. Our revenue from mortgage banking income was $70.2 million in 2015, and was $54.6 million in the first half of 2016, which revenue could significantly decline in future periods if interest rates were to rise and the other risks highlighted in this paragraph were realized.

Our mortgage banking profitability could significantly decline if we are not able to originate and resell a high volume of mortgage loans and securities.

Mortgage production, especially refinancing activity, declines in rising interest rate environments. While we have been experiencing historically low interest rates, the low interest rate environment likely will not continue indefinitely. While we have not yet experienced a slowdown in our mortgage origination volume, due in part to our expansion of our mortgage banking business and rates remaining favorable, our mortgage origination volume could be materially and adversely affected by rising interest rates. We expect to see declining origination volume in 2016 across the industry, however we are still experiencing growth through the first half of 2016. Moreover, when interest rates increase further, there can be no assurance that our mortgage production will continue at current levels. Furthermore, nearly half of our mortgages are originated through our consumer direct internet delivery channel, which targets national customers. As a result, loan originations through this channel are particularly susceptible to the interest rate environment and the national housing market. Because we sell a substantial portion of the mortgage loans we originate, the profitability of our mortgage banking business also depends in large part on our ability to aggregate a high volume of loans and

 

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sell them in the secondary market at a gain. In fact, as rates rise, we expect increasing industry-wide competitive pressures related to changing market conditions to reduce our pricing margins and mortgage revenues generally. Thus, in addition to our dependence on the interest rate environment, we are dependent upon (i) the existence of an active secondary market and (ii) our ability to profitably sell loans or securities into that market. If our level of mortgage production declines, the profitability will depend upon our ability to reduce our costs commensurate with the reduction of revenue from our mortgage operations.

Our ability to originate and sell mortgage loans readily is dependent upon the availability of an active secondary market for single-family mortgage loans, which in turn depends in part upon the continuation of programs currently offered by government-sponsored entities (“GSEs”) and other institutional and non-institutional investors. These entities account for a substantial portion of the secondary market in residential mortgage loans. Because the largest participants in the secondary market are Ginnie Mae, Fannie Mae and Freddie Mac, GSEs whose activities are governed by federal law, any future changes in laws that significantly affect the activity of these GSEs could, in turn, adversely affect our operations. In September 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. government. The federal government has for many years considered proposals to reform Fannie Mae and Freddie Mac, but the results of any such reform, and their impact on us, are difficult to predict. To date, no reform proposal has been enacted.

Our mortgage production and servicing revenue can be volatile.

We earn revenue from fees we receive for originating mortgage loans, servicing mortgage loans and providing third party origination services to other community banks and mortgage companies. When rates rise, the demand for mortgage loans usually tends to fall, reducing the revenue we receive from loan originations and providing third party origination services to other community banks and mortgage companies. Under the same conditions, net revenue from our mortgage servicing rights can increase through reductions in the decay, or amortization, of the mortgage servicing right asset. When rates fall, mortgage originations usually tend to increase and mortgage servicing income tends to decline given increases in the decay, or amortization, of the mortgage servicing right asset. Even though the mortgage servicing right asset can act as a “natural hedge,” the hedge is not perfect, nor is it designed to be, either in amount or timing. Servicing income can also be impacted by the change in the fair value of the mortgage servicing right asset due to changes in market interest rates and other assumptions, exclusive of decay of the mortgage servicing right asset.

We typically use derivatives and other instruments to hedge our mortgage banking interest rate risk. We generally do not hedge all of our risk, and we may not be successful in hedging any of the risk. Hedging is a complex process, requiring sophisticated models and constant monitoring. We may use hedging instruments tied to U.S. Treasury rates, LIBOR or Eurodollars that may not perfectly correlate with the value or income being hedged. We could incur significant losses from our hedging activities. There may be periods where we elect not to use derivatives and other instruments to hedge mortgage banking interest rate risk.

We may be terminated as a servicer of mortgage loans, be required to repurchase a mortgage loan or reimburse investors for credit losses on a mortgage loan, or incur costs, liabilities, fines and other sanctions if we fail to satisfy our servicing obligations, including our obligations with respect to mortgage loan foreclosure actions.

We act as servicer, through a subservicing contract with Cenlar Federal Savings Bank, or Cenlar, for approximately $4,023 million of mortgage loans owned by third parties as of June 30, 2016. As a servicer for those loans we have certain contractual obligations, including foreclosing on defaulted mortgage loans or, to the extent applicable, considering alternatives to foreclosure such as loan modifications or short sales. If we commit a material breach of our obligations as servicer, we may be subject to termination if the breach is not cured within a specified period of time following notice, causing us to lose servicing income.

 

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For certain investors and/or certain transactions, we may be contractually obligated to repurchase a mortgage loan or reimburse the investor for credit losses incurred on the loan as a remedy for origination errors with respect to the loan. If we have increased repurchase obligations because of claims that we did not satisfy our obligations as a servicer, or increased loss severity on such repurchases, we may have a significant reduction to net servicing income within our mortgage banking noninterest income. We may incur costs if we are required to, or if we elect to, re-execute or re-file documents or take other action in our capacity as a servicer in connection with pending or completed foreclosures. We may incur litigation costs if the validity of a foreclosure action is challenged by a borrower. If a court were to overturn a foreclosure because of errors or deficiencies in the foreclosure process, we may have liability to the borrower and/or to any title insurer of the property sold in foreclosure if the required process was not followed. These costs and liabilities may not be legally or otherwise reimbursable to us. In addition, if certain documents required for a foreclosure action are missing or defective, we could be obligated to cure the defect or repurchase the loan. We may incur liability to securitization investors relating to delays or deficiencies in our processing of mortgage assignments or other documents necessary to comply with state law governing foreclosures. The fair value of our mortgage servicing rights may be negatively affected to the extent our servicing costs increase because of higher foreclosure costs. We may be subject to fines and other sanctions imposed by federal or state regulators as a result of actual or perceived deficiencies in our foreclosure practices or in the foreclosure practices of other mortgage loan servicers. Any of these actions may harm our reputation or negatively affect our home lending or servicing business.

We depend on a third-party service provider for our mortgage loan servicing business and a failure by this third party to perform its obligations could adversely affect our reputation, results of operations or financial condition.

We depend on a third-party service provider, Cenlar, to provide our mortgage loan servicing business with certain primary and special servicing services that are essential to this business. Primary servicing includes the collection of regular payments, processing of tax and insurance, processing of payoffs, handling borrower inquiries and reporting to the borrower. Special servicing is focused on borrowers who are delinquent or on loans which are more complex or in need of more hands-on attention. In the event that our current third-party service provider, or any other third-party service provider that we may use in the future, fails to perform its servicing duties or performs those duties inadequately, we could experience a temporary interruption in collecting principal and interest, sustain credit losses on our loans or incur additional costs to obtain a replacement servicer and there can be no assurance that a replacement servicer could be retained in a timely manner or at similar rates. Furthermore, our servicing rights could be terminated or we may be required to repurchase mortgage loans or reimburse investors due to such failures of our third party service providers.

We may be required to repurchase mortgage loans or indemnify buyers against losses in some circumstances, which could harm liquidity, results of operations and financial condition.

In 2015, we sold approximately $2.7 billion of the $2.8 billion of mortgage loans that we originated. When mortgage loans are sold, whether as whole loans or pursuant to a securitization, we are required to make customary representations and warranties to purchasers, guarantors and insurers, including the GSEs, about the mortgage loans and the manner in which they were originated. Whole loan sale agreements require repurchase or substitute mortgage loans, or indemnification of buyers against losses, in the event we breach these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan, resulting in these mortgage loans being placed on our books and subjecting us to the risk of a potential default. With respect to loans that are originated through our broker or correspondent channels, the remedies available against the originating broker or correspondent, if any, may not be as broad as the remedies available to purchasers, guarantors and insurers of mortgage loans against us. We face further risk that the originating broker or correspondent, if any, may not have financial capacity to perform remedies that otherwise may be available. Therefore, if a purchaser, guarantor or insurer

 

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enforces its remedies against us, we may not be able to recover losses from the originating broker or correspondent. If repurchase and indemnity demands increase and such demands are valid claims and are in excess of our provision for potential losses, our liquidity, results of operations and financial condition may be adversely affected.

If we are unable to grow our noninterest income, our growth prospects will be impaired.

Taking advantage of opportunities to develop new, and expand existing, streams of noninterest income, including our mortgage business, cash management services, investment services and interchange fees, is a part of our long-term growth strategy. These lines of business are heavily regulated and as a bank holding company we may be prohibited from entering into new lines of business or may be unable to operate these lines of business profitably. Specifically, we expect a decline in our mortgage revenues in the future due to expected higher prevailing interest rates, increased competition, seasonality and increased regulation. If we are unsuccessful in our attempts to grow our noninterest income, especially in light of the expected decline in mortgage revenues given the expectation of higher prevailing interest rates in the following years, our long-term growth will be impaired. Furthermore, focusing on these noninterest income streams may divert management’s attention and resources away from our core banking business, which could impair our core business, financial condition and operating results. We also derive a meaningful amount of our noninterest income from non-sufficient funds and overdraft fees and such fees are subject to increased regulatory scrutiny, which could result in an erosion of such fees that materially impairs our future noninterest income.

We may pursue acquisitions in the future, which would expose us to financial, execution and operational risks that could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

We may pursue acquisitions of other financial institutions, bank branches and or mortgage operations in target markets. Such an acquisition strategy will involve significant risks, including the following:

 

 

finding suitable markets for expansion;

 

finding suitable candidates for acquisition;

 

finding suitable financing sources to fund acquisitions;

 

maintaining asset quality;

 

attracting and retaining qualified management;

 

maintaining adequate regulatory capital;

 

obtaining federal and state regulatory approvals; and

 

consummating suitable acquisitions on terms that are favorable to us.

Acquisitions of financial institutions also involve operational risks and uncertainties, and acquired companies may have unknown or contingent liabilities with no available manner of recourse that we are not able to discover during the course of our due diligence, exposure to unexpected asset quality problems, key employee and client retention problems and other problems that could negatively affect our organization. We may not be able to complete future acquisitions or, if completed, we may not be able to successfully integrate the operations, management, products and services of the entities that we acquire and eliminate redundancies. The integration process may also require significant time and attention from our management that they would otherwise direct toward servicing existing business and developing new business. Moreover, undiscovered liabilities as a result of an acquisition could bring civil, criminal and financial liabilities against us, our management and the management of the institutions we acquire. We also may not possess the requisite knowledge or relationships to be successful as we enter into new markets. Acquisitions typically involve the payment of a premium over book and market values and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction. Furthermore, we may

 

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issue additional shares of our common stock to finance our acquisitions, which could result in dilution to our existing shareholders, or incur debt to finance our acquisitions or terms that may not be favorable to us. Failure to successfully integrate the entities we acquire into our existing operations may increase our operating costs significantly and adversely affect our business and earnings.

System failure or breaches of our network security, including as a result of cyber-attacks or data security breaches could subject us to increased operating costs as well as litigation and other liabilities.

The computer systems and network infrastructure we use may be vulnerable to physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Any damage or failure that causes breakdowns or disruptions in our client relationship management, general ledger, deposit, loan and other systems could damage our reputation, result in a loss of client business, subject us to additional regulatory scrutiny for failure to comply with required information security standards, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on us.

Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure. Information security risks have generally increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. Our operations rely on the secure processing, transmission and storage of confidential information in our computer systems and networks. In addition, to access our products and services, our clients may use personal smartphones, tablet PC’s, and other mobile devices that are beyond our control systems. Although we believe we have robust information security procedures and controls, our technologies, systems, networks, and our clients’ devices may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of the Bank’s or our clients’ confidential, proprietary and other information, or otherwise disrupt the Bank’s or our clients’ or other third parties’ business operations. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

The Bank is under continuous threat of loss due to hacking and cyber-attacks especially as we continue to expand client capabilities to utilize internet and other remote channels to transact business. Two of the most significant cyber-attack risks that we face are e-fraud and loss of sensitive client data. Loss from e-fraud occurs when cybercriminals breach and extract funds directly from client or our accounts and of which we have been a victim. Attempts to breach sensitive client data, such as account numbers and social security numbers, are less frequent but would present significant reputational, legal and/or regulatory costs to us if successful. Our risk and exposure to these matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers, our plans to continue to provide internet banking and mobile banking channels, and our plans to develop additional remote connectivity solutions to serve our clients. There can be no assurance that we will not be subject to attempted hacking or cyber attacks and such attacks could cause us to suffer losses. The occurrence of any cyber-attack or information security breach could result in potential liability to clients, reputational damage and the disruption of our operations, and regulatory concerns, all of which could adversely affect our business, financial condition or results of operations.

 

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The financial services industry is undergoing rapid technological changes and, as a result, we have a continuing need to stay current with those changes to compete effectively and increase our efficiencies. We may not have the resources to implement new technology to stay current with these changes.

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In addition to better serving clients, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend in part upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience as well as to provide secure electronic environments and create additional efficiencies in our operations as we continue to grow and expand our market area. In connection with implementing new technology enhancements or products in the future, we may experience certain operational challenges (e.g. human error, system error, incompatibility, etc.) which could result in us not fully realizing the anticipated benefits from such new technology or require us to incur significant costs to remedy any such challenges in a timely manner.

Many of our larger competitors have substantially greater resources to invest in technological improvements and have invested significantly more than us in technological improvements. As a result, they may be able to offer additional or more convenient products compared to those that we will be able to provide, which would put us at a competitive disadvantage. Accordingly, we may not be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our clients, which could impair our growth and profitability.

We depend on a number of third-party service providers and our operations could be interrupted if these third-party service providers experience difficulty, terminate their services or fail to comply with banking regulations.

We depend on a number of relationships with third-party service providers. Specifically, we receive core systems processing, essential web hosting and other Internet systems, deposit processing and other processing services from third-party service providers. If these third-party service providers experience difficulties, or terminate their services, and we are unable to replace them with other service providers, particularly on a timely basis, our operations could be interrupted. If an interruption were to continue for a significant period of time, our business, financial condition and results of operations could be adversely affected, perhaps materially. Even if we are able to replace third party service providers, it may be at a higher cost to us, which could adversely affect our business, financial condition and results of operations.

We are subject to certain operational risks, including, but not limited to, client or employee fraud and data processing system failures and errors.

Employee errors and employee and client misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our clients or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.

We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system failures and errors and client or employee fraud. If our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, we rely heavily upon information supplied by third parties, including the information contained in credit applications, property appraisals, title information, equipment pricing and valuation and employment

 

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and income documentation, in deciding which loans we will originate, as well as the terms of those loans. If any of the information upon which we rely is misrepresented, either fraudulently or inadvertently, and the misrepresentation is not detected prior to asset funding, the value of the asset may be significantly lower than expected, or we may fund a loan that we would not have funded or on terms we would not have extended. Whether a misrepresentation is made by the applicant or another third party, we generally bear the risk of loss associated with the misrepresentation. A loan subject to a material misrepresentation is typically unsellable or subject to repurchase if it is sold prior to detection of the misrepresentation. The sources of the misrepresentations are often difficult to locate, and it is often difficult to recover any of the monetary losses we may suffer.

Our allowance for loan losses may prove to be insufficient to absorb potential losses in our loan portfolio, which may adversely affect our business, financial condition and results of operations.

We establish our allowance for loan losses and maintain it at a level considered adequate by management, consistent with applicable regulatory requirements and supervisory guidance, to absorb probable loan losses based on our analysis of our portfolio, market environment and historical loss experience. The allowance for loan losses represents our estimate of probable losses in the portfolio at each balance sheet date and is based upon relevant information available to us. The allowance contains provisions for probable losses that have been identified relating to specific borrowing relationships, as well as probable losses inherent in the loan portfolio and credit undertakings that are not specifically identified. Additions to the allowance for loan losses, which are charged to earnings through the provision for loan losses, are determined based on a variety of factors, including an analysis of the loan portfolio, historical loss experience and an evaluation of current economic conditions in our market areas. The actual amount of loan losses is affected by changes in economic, operating and other conditions within our markets, as well as changes in the financial condition, cash flows, and operations of our borrowers, all of which are beyond our control, and such losses may exceed current estimates.

As of June 30, 2016, our allowance for loan losses as a percentage of loans was 1.36% and as a percentage of total nonperforming loans was 213.70%. While our allowance for loan losses as a percentage of loans has decreased since 2012 as a result of the general improvement in the credit quality across all of our markets, additional loan losses will likely occur in the future and may occur at a rate greater than we have previously experienced. We may be required to take additional provisions for loan losses in the future to further supplement the allowance for loan losses, either due to management’s decision to do so or requirements by our banking regulators. In addition, bank regulatory agencies will periodically review our allowance for loan losses and the value attributed to nonaccrual loans or to real estate acquired through foreclosure. Such regulatory agencies may require us to recognize future charge-offs. These adjustments may adversely affect our business, financial condition and results of operations.

Our small to medium-sized business clients may have fewer financial resources than larger entities to weather a downturn in the economy, which may impair a borrower’s ability to repay a loan, and such impairment could adversely affect our results of operations and financial condition.

Our primary business clients are small to medium-sized businesses. These small to medium-sized businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. In addition many of our small and medium-sized business clients are rural based businesses that have limited growth opportunities compared to small and medium-sized business clients in other markets and, as a result, may not be able to generate sufficient capital to repay their loans.

If general economic conditions negatively impact Tennessee, particularly the Nashville MSA, and small to medium-sized businesses are adversely affected, our results of operations and financial condition may be

 

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negatively affected. Furthermore, our results of operations could be further impaired due to conditions that primarily or disproportionately affect our rural or agricultural based clients, such as weather, market conditions and governmental agricultural policies.

Our lending limit may restrict our growth and prevent us from effectively implementing our business strategy.

We are limited by law in the amount we can loan in the aggregate to a single borrower or related borrowers by the amount of our capital. The Bank is a Tennessee chartered bank and therefore all branches, regardless of location, fall under the legal lending limits of the state of Tennessee. Tennessee’s legal lending limit is a safety and soundness measure intended to prevent one person or a relatively small and economically related group of persons from borrowing an unduly large amount of a bank’s funds. It is also intended to safeguard a bank’s depositors by diversifying the risk of loan losses among a relatively large number of creditworthy borrowers engaged in various types of businesses. Generally, under Tennessee law, loans and extensions of credit to a borrower may not exceed 15% of our Bank’s Tier 1 capital, plus an additional 10% of the Bank’s Tier 1 capital, with approval of the Bank’s board. Further, the Bank may elect to conform to similar standards applicable to national banks under federal law, in lieu of Tennessee law. Because the federal law and Tennessee state law standards are determined as a percentage of the Bank’s capital, these state and federal limits both increase or decrease as the Bank’s capital increases or decreases. Based upon the capitalization of the Bank at June 30, 2016, the Bank’s legal lending limits were approximately $34 million (15%) and $57 million (25%). Therefore, based upon our current capital levels, the amount we may lend may be significantly less than that of many of our larger competitors and may discourage potential borrowers who have credit needs in excess of our lending limit from doing business with us. We may accommodate larger loans by selling participations in those loans to other financial institutions, but this strategy may not always be available. In addition to these legally imposed lending limits, we also employ appropriate limits on our overall loan portfolio and requirements with respect to certain types of lending and individual lending relationships. If we are unable to compete effectively for loans from our target clients, we may not be able to effectively implement our business strategy, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our current asset mix and our current investments may not be indicative of our future asset mix and investments, which may make it difficult to predict our future financial and operating performance.

Certain factors make it difficult to predict our future financial and operating performance including, among others: (i) our current asset mix may not be representative of our anticipated future asset mix and may change as we continue to execute on our plans for organic loan origination and banking activities and potentially grow through future acquisitions; (ii) our significant liquid securities portfolio may not necessarily be representative of our future liquid securities position; and (iii) our cost structure and capital expenditure requirements during the periods for which financial information is available may not be reflective of our anticipated cost structure and capital spending as we continue to realize efficiencies in our business, integrate future acquisitions and continue to grow our organic banking platform.

Our funding sources may prove insufficient to replace deposits and support our future growth.

Deposits and investment securities for sale are the primary source of funds for our lending activities and general business purposes. However, from time to time we also obtain advances from the Federal Home Loan Bank, purchase federal funds, and engage in overnight borrowing from the Federal Reserve, correspondent banks, and enter into client purchase agreements. Although we have historically been able to replace maturing deposits and advances if desired, we may not be able to replace such funds in the future if our financial condition, the financial condition of the Federal Home Loan Bank or market conditions were to change. While we believe our current funding sources to be adequate, our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future

 

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growth at acceptable interest rates. We have also meaningfully decreased our cost of deposits in recent years by increasing our noninterest bearing deposits and allowing higher-cost time deposits and borrowed funds to mature. If we are unable to successfully maintain and grow our low-cost deposits, our cost of funding will increase. Finally, if we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our profitability would be adversely affected.

Federal Home Loan Bank borrowings and other current sources of liquidity may not be available or, if available, sufficient to provide adequate funding for operations. Furthermore, our own actions could result in a loss of adequate funding. For example, our availability at the Federal Home Loan Bank could be reduced if we are deemed to have poor documentation or processes. Accordingly, we may seek additional higher-cost borrowings in the future to achieve our long-term business objectives. Additional borrowings, if sought, may not be available to us or, if available, may not be available on favorable terms. If additional financing sources are unavailable or are not available on reasonable terms, our growth and future prospects could be adversely affected.

A lack of liquidity could adversely affect our operations and jeopardize our business, financial condition, and results of operations.

Liquidity is essential to our business. We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans and investment securities, respectively, to ensure that we have adequate liquidity to fund our operations. An inability to raise funds through deposits, borrowings, the sale of our investment securities, Federal Home Loan Bank advances, the sale of loans, and other sources could have a substantial negative effect on our liquidity. Our most important source of funds consists of deposits. Deposit balances can decrease when clients perceive alternative investments as providing a better risk/return tradeoff. If clients move money out of bank deposits and into other investments, we would lose a relatively low-cost source of funds, increasing our funding costs and reducing our net interest income and net income.

Other primary sources of funds consist of cash flows from operations, including from our mortgage business, investment maturities and sales of investment securities. Additional liquidity is provided by the ability to borrow from the Federal Reserve Bank and the Federal Home Loan Bank. We also may borrow funds from third-party lenders, such as other financial institutions, or issue equity or debt securities to investors in the future. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable to us, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. Our liquidity may also be adversely impacted if there is a decline in our mortgage revenues from the expected higher prevailing interest rates in the following years.

Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our shareholders, or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

We may need to raise additional capital in the future, and if we fail to maintain sufficient capital, whether due to losses, an inability to raise additional capital or otherwise, our financial condition, liquidity and results of operations, as well as our ability to maintain compliance with regulatory capital requirements, would be adversely affected.

We face significant capital and other regulatory requirements as a financial institution. In addition, the Company, on a consolidated basis, and the Bank, on a stand-alone basis, must meet certain regulatory capital requirements and maintain sufficient liquidity. We may need to raise additional capital in the future to provide

 

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us with sufficient capital resources and liquidity to meet our commitments and business needs, which could include the possibility of financing acquisitions. Our ability to raise additional capital depends on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the banking industry, market conditions and governmental activities, and on our financial condition and performance. Accordingly, we cannot assure you that we will be able to raise additional capital if needed or on terms acceptable to us. If we fail to maintain capital to meet regulatory requirements, our financial condition, liquidity and results of operations would be materially and adversely affected.

We could recognize losses on securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate.

While we attempt to invest a significant percentage of our assets in loans (our loan to deposit ratio was 69.6% as of June 30, 2016), we also invest a percentage of our total assets (approximately 18.9% as of June 30, 2016) in investment securities as part of our overall liquidity strategy. As of June 30, 2016, the fair value of our securities portfolio was approximately $550.3 million and consisted primarily of U.S. Government agency securities, municipal securities and mortgage-based securities. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. For example, fixed-rate securities are generally subject to decreases in market value when market interest rates rise. Additional factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities, and continued instability in the credit markets. Any of the foregoing factors could cause an other-than-temporary impairment in future periods and result in realized losses. The process for determining whether impairment is other-than-temporary usually requires difficult, subjective judgments about the future financial performance of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security. Because of changing economic and market conditions affecting market interest rates, the financial condition of issuers of the securities and the performance of the underlying collateral, we may recognize realized and/or unrealized losses in future periods, which could have an adverse effect on our financial condition and results of operations.

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

Our risk management framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to which we are subject, including, among others, credit, market, liquidity, interest rate and compliance. Our framework also includes financial or other modeling methodologies that involve management assumptions and judgment. Our risk management framework may not be effective under all circumstances and may not adequately mitigate any risk or loss to us. If our framework is not effective, we could suffer unexpected losses and our business, financial condition, results of operations or prospects could be materially and adversely affected. We may also be subject to potentially adverse regulatory consequences, such as formal or informal enforcement actions, civil money penalties and potential criminal penalties.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”

Following the completion of this offering, we will be required to comply with various regulatory and reporting requirements as a publicly-traded company, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, financial condition and results of operations. Furthermore, as an “emerging growth company” we intend to take advantage of certain reduced regulatory and reporting requirements and our costs of being a public company will likely increase further once we no longer qualify as an “emerging growth company.”

 

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As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), and requirements of the Sarbanes-Oxley Act. We are inexperienced with these reporting and accounting requirements, and as such these requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities will likely divert management’s attention from other business concerns, including implementing our growth strategy, which could have a material adverse effect on our business, financial condition, results of operations and future growth.

We could be subject to environmental risks and associated costs on our foreclosed real estate assets, which could materially and adversely affect us.

A significant portion of our loan portfolio is comprised of loans collateralized by real estate. There is a risk that hazardous or toxic waste could be discovered on the properties that secure our loans. If we acquire such properties as a result of foreclosure, we could be held responsible for the cost of cleaning up or removing this waste, and this cost could exceed the value of the underlying properties and materially and adversely affect us.

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

Our ability to engage in routine funding and other transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial institutions are interrelated as a result of trading, clearing, counterparty or other relationships. Defaults by, or even rumors or questions about, one or more financial institutions or market utilities, or the financial services industry generally, may lead to market-wide liquidity problems and losses of depositor, creditor and counterparty confidence and could lead to losses or defaults by us or by other institutions.

The borrowing needs of our clients may be unpredictable, especially during a challenging economic environment. We may not be able to meet our unfunded credit commitments, or adequately reserve for losses associated with our unfunded credit commitments, which could have a material adverse effect on our business, financial condition, results of operations and reputation.

A commitment to extend credit is a formal agreement to lend funds to a client as long as there is no violation of any condition established under the agreement. The actual borrowing needs of our clients under these credit commitments have historically been lower than the contractual amount of the commitments. A significant portion of these commitments expire without being drawn upon. Because of the credit profile of our clients, we typically have a substantial amount of total unfunded credit commitments, which is reflected off our balance sheet. Actual borrowing needs of our clients may exceed our expected funding requirements, especially during a challenging economic environment when our client companies may be more dependent on our credit commitments due to the lack of available credit elsewhere, the increasing costs of credit, or the limited availability of financings from venture firms. In addition, limited partner investors of our venture capital clients may fail to meet their underlying investment commitments due to liquidity or other financing issues, which may increase our clients’ borrowing needs. Any failure to meet our unfunded credit commitments in accordance with the actual borrowing needs of our clients may have a material adverse effect on our business, financial condition, results of operations and reputation.

 

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Our financial condition may be affected negatively by the costs of litigation.

We may be involved from time to time in a variety of litigation, investigations or similar matters arising out of our business. In many cases, we may seek reimbursement from our insurance carriers to cover such costs and expenses. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations.

Changes in accounting standards could materially impact our financial statements.

From time to time, the Financial Accounting Standards Board or the SEC may change the financial accounting and reporting standards that govern the preparation of our financial statements. Such changes may result in us being subject to new or changing accounting and reporting standards. In addition, the bodies that interpret the accounting standards (such as banking regulators or outside auditors) may change their interpretations or positions on how these standards should be applied. These changes may be beyond our control, can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retrospectively, or apply an existing standard differently, also retrospectively, in each case resulting in our needing to revise or restate prior period financial statements.

Risks related to this offering and an investment in our common stock

An active trading market for our common stock may not develop, and you may not be able to sell your common stock at or above the initial public offering price.

Prior to this offering there has been no public market for our common stock. An active trading market for shares of our common stock may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. The initial public offering price for our common stock will be determined by negotiations between us, the selling shareholder and the representative of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell your common stock at or above the initial public offering price or at any other price or at the time that you would like to sell. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to expand our business by using our common stock as consideration.

Applicable laws and regulations restrict both the ability of the Bank to pay dividends to the Company and the ability of the Company to pay dividends to our shareholders.

Both the Company and the Bank are subject to various regulatory restrictions relating to the payment of dividends. In addition, the Federal Reserve has the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business. These federal and state laws, regulations and policies are described in greater detail in “Business: Supervision and regulation: Bank regulation: Bank dividends” and “Business: Supervision and regulation: Holding company regulation: Restriction on bank holding company dividends,” but generally look to factors such as previous results and net income, capital needs, asset quality, existence of enforcement or remediation proceedings, and overall financial condition.

For the foreseeable future, the majority, if not all, of the Company’s revenue will be from any dividends paid to the Company by the Bank. Accordingly, our ability to pay dividends also depends on the ability of the Bank to pay dividends to us. Furthermore, the present and future dividend policy of the Bank is subject to the discretion of its board of directors.

 

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We cannot guarantee that the Company or the Bank will be permitted by financial condition or applicable regulatory restrictions to pay dividends, that the board of directors of the Bank will elect to pay dividends to us, nor can we guarantee the timing or amount of any dividend actually paid. See “Dividend policy.”

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to fund the development and growth of our business. We do not intend to pay any dividends to holders of our common stock. As a result, capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock.

Our management will have broad discretion as to the use of proceeds from this offering, and you may not agree with the manner in which we use the proceeds.

We intend to use a portion of the net proceeds of this offering to support our growth, including to fund organic growth and implement our strategic initiatives, which may include the potential expansion of our business through opportunistic acquisitions, for working capital and other general corporate purposes, and to strengthen our regulatory capital position, although at present we do not have any current plans, arrangements or understandings to make any material capital investments or make any acquisitions. The Company has not formally designated the amount of net proceeds that it will contribute to the Bank or that the Company will use for any particular purpose. Accordingly, our management will have broad discretion as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the time of this offering. Our shareholders may not agree with the manner in which our management chooses to allocate and invest the net proceeds. We may not be successful in using the net proceeds from this offering to increase our profitability or market value, and we cannot predict whether the proceeds will be invested to yield a favorable return.

We are controlled by James W. Ayers, whose interests in our business may be different than yours.

Mr. Ayers, our sole shareholder and Chairman, currently controls 100% of our common stock and is able to control our affairs in all cases. Following this offering and the special, one-time equity awards being granted in connection with this offering and the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering, Mr. Ayers will continue to own approximately     % of our common stock (or     % if the underwriters exercise their option to purchase additional shares in full). Furthermore, pursuant to the shareholder’s agreement that we intend to enter into with Mr. Ayers prior to or upon completion of this offering, Mr. Ayers will have the right to designate up to a majority of our board of directors. As a result, Mr. Ayers or his nominees to our board of directors will have the ability to control the appointment of our management, the entering into of mergers, material acquisitions and dispositions and other extraordinary transactions and to influence amendments to our charter, bylaws and other corporate governance documents. See “Certain relationships and related person transactions.” So long as Mr. Ayers continues to own a majority of our common stock, he will have the ability to control the vote in any election of directors and will have the ability to prevent any transaction that requires shareholder approval regardless of whether others believe the transaction is in our best interests. In any of these matters, the interests of Mr. Ayers may differ from or conflict with the interests of our other shareholders. Moreover, this concentration of stock ownership may also adversely affect the trading price for our common stock to the extent investors perceive disadvantages in owning stock of a company with a controlling shareholder.

 

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We are a “controlled company” within the meaning of the rules of NYSE and, as a result, qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you will not have the same protections afforded to shareholders of companies that are subject to such requirements.

Following the consummation of this offering, Mr. Ayers will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that a majority of the board of directors consist of independent directors and to have executive compensation committee and nominating and corporate governance committee consisting entirely of independent directors.

We may take advantage of certain of these exemptions for as long as we continue to qualify as a “controlled company”, and following this offering we intend to rely on these exemptions to not have a nominating and corporate governance committee. While exempt, we may also choose not to have a majority of independent directors or compensation committee that consists entirely of independent directors. Accordingly, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of NYSE.

We will enter into a tax sharing agreement with our current shareholder, James W. Ayers, and could become obligated to make payments to Mr. Ayers for any additional federal, state or local income taxes assessed against him for tax periods prior to the completion of this offering.

We historically have been treated as an S-corporation for U.S. federal income tax purposes. Because we have been an S-corporation Mr. Ayers, our sole shareholder, as an individual has been taxed on our income. Therefore Mr. Ayers has received certain distributions (“tax distributions”) from us that were generally intended to equal the amount of tax Mr. Ayers was required to pay with respect to our income. In connection with this offering, our S-corporation status will terminate and we will thereafter be subject to federal and increased state income taxes. In the event of an adjustment to our reported taxable income for periods prior to termination of our S-corporation status, it is possible that Mr. Ayers would be liable for additional income taxes for those prior periods. Therefore, we will enter into an agreement with Mr. Ayers prior to or upon consummation of this offering. Pursuant to this agreement, upon our filing any tax return (amended or otherwise), in the event of any restatement of our taxable income or pursuant to a determination by, or a settlement with, a taxing authority, for any period during which we were an S-corporation, depending on the nature of the adjustment we may be required to make a payment to Mr. Ayers in an amount equal to Mr. Ayers’ incremental tax liability, which amount may be material. In addition, we will indemnify Mr. Ayers with respect to unpaid income tax liabilities to the extent that such unpaid income tax liabilities are attributable to an adjustment to our taxable income for any period after our S-corporation status terminates. In both cases the amount of the payment will be based on the assumption that Mr. Ayers is taxed at the highest rate applicable to individuals for the relevant periods. We will also indemnify Mr. Ayers for any interest, penalties, losses, costs or expenses arising out of any claim under the agreement. However, Mr. Ayers will indemnify us with respect to our unpaid tax liabilities (including interest and penalties) to the extent that such unpaid tax liabilities are attributable to a decrease in the Shareholder’s taxable income for any for tax period and a corresponding increase in the Company’s taxable income for any period.

Prior to this offering, we were treated as an S Corporation, and claims of taxing authorities related to our prior status as an S Corporation could harm us.

Upon consummation of this offering, our status as an S Corporation will terminate and we will be treated as a “C Corporation” under the provisions of Sections 301 – 385 of the Code, which treat the corporation as an entity that is subject to U.S. federal income tax. If the unaudited, open tax years in which we were an S Corporation

 

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are audited by the Internal Revenue Service, which we refer to as the IRS and we are determined not to have qualified for, or to have violated, our S Corporation status, we will be obligated to pay back tax, interest and penalties. The amounts that we would be obligated to pay could include tax on all of our taxable income while we were an S Corporation. Any such claims could result in additional costs to us and could have a material adverse effect on our results of operations and financial condition.

There are substantial regulatory limitations on changes of control of bank holding companies.

We are a bank holding company regulated by the Federal Reserve. Subject to certain exceptions, the Change in Bank Control Act of 1978, as amended (“CIBCA”), and its implementing regulations require that any individual or company acquiring “control” of a bank or bank holding company, either directly or indirectly, give the Federal Reserve 60 days’ prior written notice of the proposed acquisition. If within that time period the Federal Reserve has not issued a notice disapproving the proposed acquisition, extended the period for an additional period up to 90 days or requested additional information, the acquisition may proceed. An acquisition may be made before expiration of the disapproval period if the Federal Reserve issues written notice that it intends not to disapprove the acquisition. Acquisition of 25 percent or more of any class of voting securities constitutes control, and it is generally presumed for purposes of the CIBCA that the acquisition of 10 percent or more of any class of voting securities would constitute the acquisition of control, although such a presumption of control may be rebutted.

Also, under the CIBCA, the shareholdings of individuals and companies that are deemed to be “acting in concert” would be aggregated for purposes of determining whether such holders “control” a bank or bank holding company. “Acting in concert” under the CIBCA generally means knowing participation in a joint activity or parallel action towards the common goal of acquiring control of a bank or a bank holding company, whether or not pursuant to an express agreement. The manner in which this definition is applied in individual circumstances can vary and cannot always be predicted with certainty. Many factors can lead to a rebuttable presumption of acting in concert, including where: (i) the shareholders are commonly controlled or managed; (ii) the shareholders are parties to an oral or written agreement or understanding regarding the acquisition, voting or transfer of control of voting securities of a bank or bank holding company; (iii) the shareholders are immediate family members; or (iv) both a shareholder and a controlling shareholder, partner, trustee or management official of such shareholder own equity in the bank or bank holding company.

Furthermore, under the Bank Holding Company Act of 1956, as amended (“BHCA”) and its implementing regulations, and subject to certain exceptions, any company would be required to obtain Federal Reserve approval prior to obtaining control of a bank or bank holding company. Control under the BHCA exists where a company acquires 25 percent or more of any class of voting securities, has the ability to elect a majority of a bank holding company’s directors, is found to exercise a “controlling influence” over a bank or bank holding company’s management and policies, and in certain other circumstances. There is a presumption of non-control for any holder of less than 5% of any class of voting securities. In addition, in 2008 the Federal Reserve issued a policy statement on equity investments in banks and bank holding companies, which sets out circumstances under which a minority investor would not be deemed to control a bank or bank holding company for purposes of the BHCA. Among other things, the 2008 policy statement permits a minority investor to hold up to 24.9% (or 33.3% under certain circumstances) of the total equity (voting and non-voting combined) and have at least one representative on the company’s board of directors (with two directors permitted under certain circumstances).

Regulatory determination of “control” of a depository institution or holding company, under either the BHCA or CIBCA, is based on all of the relevant facts and circumstances. Potential investors are advised to consult with their legal counsel regarding the applicable regulations and requirements.

 

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Our corporate organizational documents and the provisions of Tennessee law to which we are subject contain certain provisions that could have an anti-takeover effect and may delay, make more difficult or prevent an attempted acquisition of the Company that you may favor.

Our charter and bylaws contain various provisions that could have an anti-takeover effect and may delay, discourage or prevent an attempted acquisition or change of control of the Company. These provisions include:

 

 

a provision that directors cannot be removed except for cause;

 

 

a provision that any special meeting of our shareholders may be called only by the chairman of our board of directors, our chief executive officer or a majority of our board of directors;

 

 

a provision that requires the affirmative vote of eighty percent (80%) of the shares outstanding to amend certain provisions of the Company’s charter; and

 

 

a provision establishing certain advance notice procedures for nomination of candidates for election as directors and for shareholder proposals to be considered only at an annual or special meeting of shareholders.

Our charter provides for noncumulative voting for directors and authorizes the board of directors to issue shares of its preferred stock without shareholder approval and upon such terms as the board of directors may determine. The issuance of our preferred stock, while providing desirable flexibility in connection with possible acquisitions, financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a controlling interest in us. In addition, certain provisions of Tennessee law, including a provision which restricts certain business combinations between a Tennessee corporation and certain affiliated shareholders, may delay, discourage or prevent an attempted acquisition or change in control of the Company. Also, our charter prohibits shareholder action by written consent. See “Description of our capital stock.”

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

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

The price of our common stock could be volatile following this offering and our stock price may fall below the initial public offering price at the time you desire to sell your shares of our common stock, in which case, you would incur a loss on your investment.

The market price of our common stock following this offering may be volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include, among other things:

 

 

actual or anticipated variations in our quarterly and annual results of operations;

 

 

recommendations or lack thereof by securities analysts;

 

 

failure to meet market predictions of our earnings;

 

 

operating and stock price performance of other companies that investors deem comparable to us;

 

 

news reports relating to trends, concerns and other issues in the financial services industry, including the failures of other financial institutions in the recent economic downturn;

 

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perceptions in the marketplace regarding us and/or our competitors;

 

 

new technology used, or services offered, by competitors; and

 

 

changes in government regulations.

In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management. Furthermore, bank stocks in Tennessee have enjoyed higher trading multiples compared to bank stocks in other markets and there is no guarantee that this trend will continue or if we will benefit from these same multiples.

If equity research analysts do not publish research or reports about our business, or if they do publish such reports but issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline.

The trading market for our common stock could be affected by whether and to what extent equity research analysts publish research or reports about us and our business. We cannot predict at this time whether any research analysts will cover us and our common stock or whether they will publish research and reports on us. If one or more equity analysts cover us and publish research reports about our common stock, the price of our stock could decline if one or more securities analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us.

If any of the analysts who elect to cover us downgrade their recommendation with respect to our common stock, our stock price could decline rapidly. If any of these analysts ceases coverage of us, we could lose visibility in the market, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

You will incur immediate dilution as a result of this offering.

If you purchase common stock in this offering, you will pay more for your shares than our existing net tangible book value per share. As a result, you will incur immediate dilution of $         per share, representing the difference between the assumed initial public offering price of $             per share (based on the midpoint of the range set forth on the cover of this prospectus) and our adjusted net tangible book value per share after giving effect to this offering. This represents     % dilution from the assumed initial public offering price.

Future equity issuances could result in dilution, which could cause our common stock price to decline.

We are generally not restricted from issuing additional shares of our common stock up to the authorized shares in our charter. In addition, in connection with this offering, our board of directors has approved a special, one-time equity grant under our Incentive Plan to substantially all of our employees having an aggregate value of $13,500,000 and the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering. See “Executive compensation and other matters: Summary of one-time IPO equity awards, conversion of deferred compensation and conversion of EBI units”. In addition, we may issue additional shares of our common stock in the future pursuant to current or future employee stock option plans, employee stock grants, upon exercise of warrants or in connection with future acquisitions or financings. If we choose to raise capital by selling shares of our common stock or securities convertible into common stock for any reason, the issuance would have a dilutive effect on the holders of our common stock and could have a material negative effect on the market price of our common stock.

 

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Future sales of our common stock could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public market following this offering, or the perception that large sales could occur, could cause the market price of our common stock to decline or limit our future ability to raise capital through an offering of equity securities.

After completion of this offering, there will be             shares of our common stock outstanding. All of the shares of common stock sold in this offering will be freely tradable without restriction or further registration under the federal securities laws unless purchased by our “affiliates” within the meaning of Rule 144 under the Securities Act of 1933 (as amended, the “Securities Act”), which shares will be subject to the resale limitations of Rule 144, or shares purchased by directors, executive officers, certain shareholders and employees under the directed share program, which shares will be subject to a 180-day lock-up period. Our directors, executive officers and certain other shareholders have agreed to enter into lock-up agreements (and certain purchasers of shares of our common stock under the directed share program will agree to restrictions) generally providing, subject to limited exceptions, that they will not, without the prior written consent of the J.P. Morgan Securities LLC and UBS Securities LLC, directly or indirectly, during the period ending 180 days after the date of this prospectus, offer to sell, or otherwise dispose of any shares of our common stock.

Following the completion of this offering, we also intend to file a registration statement on Form S-8 under the Securities Act covering the             shares of our common stock that we intend to reserve for issuance in connection with the equity compensation plan that we intend to adopt in connection with this offering. Accordingly, subject to certain vesting requirements, shares registered under that registration statement will be available for sale in the open market immediately by persons other than our executive officers and directors and immediately after the lock-up agreements expire by our executive officers and directors. In addition, Mr. Ayers, our sole shareholder and Executive Chairman, will have the benefit of certain registration rights covering all of his shares of our common stock following this offering pursuant to the registration rights agreement that we intend to enter into with Mr. Ayers prior to or upon completion of this offering.

We will incur initial and ongoing compensation expense related to certain compensation arrangements and equity awards being entered into prior to and in connection with this offering that will impact our earnings.

As described in the “Executive compensation and other matters” section of this prospectus, we will provide certain compensation benefits to executive officers and employees in the form of restricted and deferred stock units and other awards prior to and in connection with this offering. During the period in which awards are granted, we expect to record approximately $3.15 million in additional pretax compensation expense and additional ongoing compensation expense over the vesting period (up to five years in some cases) of these awards.

The accuracy of our financial statements and related disclosures could be affected if the judgments, assumptions or estimates used in our critical accounting policies are inaccurate.

The preparation of financial statements and related disclosure in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Our critical accounting policies, which are included in the section captioned “Management’s discussion and analysis of financial condition and results of operations” in this prospectus, describe those significant accounting policies and methods used in the preparation of our consolidated financial statements that we consider “critical” because they require judgments, assumptions and estimates that materially affect our consolidated financial statements and related disclosures. As a result, if future events differ significantly from the judgments, assumptions and estimates in our critical accounting policies, those events or assumptions could have a material impact on our consolidated financial statements and related disclosures.

 

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Our internal controls over financial reporting may not be effective and our management may not be able to certify as to their effectiveness, which could impair our ability to accurately report our financials and have a significant and adverse effect on our business, reputation and the market price of our common stock.

As a public company, our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on that system of internal control. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. We are currently in the process of enhancing our internal controls over financial reporting to enable us to comply with our obligations under the federal securities laws and other applicable legal requirements. We are not currently required to comply with SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. When evaluating our internal controls over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting, and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

In connection with their audit of our financial statements for the year ended December 31, 2015, our independent registered accounting firm identified one significant deficiency in our internal controls over financial reporting. At the direction of our senior management, we have taken, and are continuing to take, what we believe are appropriate actions to remediate and/or mitigate this significant deficiency.

Furthermore, as we transition to a public company, we intend to continue to improve the effectiveness of our internal controls by hiring additional personnel, utilizing outside consultants and accountants to supplement our internal staff as needed, improving our IT systems, and implementing additional policies and procedures. We anticipate incurring costs in connection with these improvements to our internal control system. If we are unsuccessful in implementing these improvements, we may not be able to accurately and timely report our financial results, conclude on an ongoing basis that we have effective controls over financial reporting or prevent a material weakness in our internal controls over financial reporting, each of which could have a significant and adverse effect on our business, reputation and the market price of our common stock.

We are an emerging growth company, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various regulatory and reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, exemptions from being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, even if we comply with the

 

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greater obligations of public companies that are not emerging growth companies immediately after this offering, we may avail ourselves of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as we are an emerging growth company. We will remain an emerging growth company for up to five years, though we will cease to be an emerging growth company earlier if we have more than $1.0 billion in annual gross revenues, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt in a three-year period. Investors and securities analysts may find it more difficult to evaluate our common stock because we will rely on one or more of these exemptions, and, as a result, investor confidence and the market price of our common stock may be materially and adversely affected.

An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could lose some or all of your investment.

An investment in our common stock is not a bank deposit and, therefore, is not insured against loss or guaranteed by the FDIC, any other deposit insurance fund or by any other public or private entity. An investment in our common stock is inherently risky for the reasons described herein. As a result, if you acquire our common stock, you could lose some or all of your investment.

Risks related to the business environment and our industry

Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, financial condition or results of operations.

We and our subsidiaries are subject to extensive regulation at federal and state level by multiple regulatory bodies. These regulations may affect the manner and terms of delivery of our services. If we do not comply with governmental regulations, we may be subject to fines, penalties, lawsuits or material restrictions on our businesses in the jurisdiction where the violation occurred, which may adversely affect our business operations. Changes in these regulations can significantly affect the services that we provide as well as our costs of compliance with such regulations. In addition, adverse publicity and damage to our reputation arising from the failure or perceived failure to comply with legal, regulatory or contractual requirements could affect our ability to attract and retain clients.

The Dodd-Frank Act brought about a significant overhaul of many aspects of the regulation of the financial services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, mortgage lending practices, registration of investment advisors and changes among the bank regulatory agencies. Key provisions of the Dodd-Frank Act that have impacted or are likely to impact our operations include:

 

 

creation of the Consumer Financial Protection Bureau (“CFPB”), with centralized authority, including rulemaking, examination and enforcement authority, for consumer protection in the banking industry.

 

 

new and heightened regulatory requirements affecting consumer mortgages, and impacting the secondary mortgage market.

 

 

new limitations on federal preemption.

 

 

new prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund (the “Volcker Rule”).

 

 

application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital.

 

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changes to the assessment base for deposit insurance premiums.

 

 

permanently raising the FDIC’s standard maximum deposit insurance amount to $250,000 limit for federal deposit insurance.

 

 

repeal of the prohibition on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.

 

 

restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses.

 

 

requirement that sponsors of asset-backed securities retain a percentage of the credit risk of the assets underlying the securities.

 

 

requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating credit worthiness.

Some of these and other major changes could materially impact the profitability of our business, the value of assets we hold or the collateral available for our loans, require changes to business practices or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk. Many of these provisions became effective upon enactment of the Dodd-Frank Act, while others were subject to further study, rulemaking, and the discretion of regulatory bodies and have only recently taken effect or will take effect in coming years. In light of these significant changes and the discretion afforded to federal regulators, we cannot fully predict the effect that compliance with the Dodd-Frank Act or any implementing regulations will have on our businesses or ability to pursue future business opportunities. Additional regulations resulting from the Dodd-Frank Act may materially adversely affect our business, financial condition or results of operations.

See “Business: Supervision and regulation.”

New proposals for legislation continue to be introduced in the U.S. Congress that could further alter regulation of the financial services industry. Federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied. Certain aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, if enacted or adopted, may impact the profitability of our business activities, require more oversight or change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations in order to comply, and could therefore also materially and adversely affect our business, financial condition and results of operations.

Such proposals and legislation, if finally adopted, would change banking laws, our operating environment and the operating environment of our subsidiaries in substantial and unpredictable ways. We cannot determine whether such proposals and legislation will be adopted, or the ultimate effect that such proposals and legislation, if enacted, or regulations issued to implement the same, would have upon our business, financial condition or results of operations. Also, in recent years, regulatory oversight and enforcement have increased substantially, imposing additional costs and increasing the potential risks associated with our operations. If these regulatory trends continue, they could adversely affect our business and, in turn, our consolidated results of operations.

 

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Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.

The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

The Federal Reserve may require us to commit capital resources to support the Bank.

The Federal Reserve, which examines us and the Bank, requires a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. In addition, the Dodd-Frank Act directs the federal bank regulators to require that all companies that directly or indirectly control an insured depository institution serve as a source of strength for the institution. Under these requirements, in the future, we could be required to provide financial assistance to the Bank if it experiences financial distress.

A capital injection may be required at times when we do not have the resources to provide it, and therefore we may be required to borrow the funds. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by the holding company in order to make the required capital injection becomes more difficult and expensive and will adversely impact the holding company’s cash flows, financial condition, results of operations and prospects.

Federal and state banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we become subject as a result of such examinations could materially and adversely affect us.

Tennessee and federal banking agencies, including the Tennessee Department of Financial Institutions, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation, periodically conduct examinations of our business, including compliance with laws and regulations. If, as a result of an examination, a Tennessee or federal banking agency were to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of our operations had become unsatisfactory, or that the Company or its management was in violation of any law or regulation, including violations of consumer financial services protection laws and regulations, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to change the asset composition of our portfolio or balance sheet, to assess civil monetary

 

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penalties against the Bank, our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place the bank in receivership or conservatorship. If we become subject to such regulatory actions, we could be materially and adversely affected.

We may be materially and adversely affected by the creditworthiness and liquidity of other financial institutions.

Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by, or questions or concerns about the creditworthiness of, a counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to us. Any such losses could have a material adverse effect on us.

Federal, state and local consumer lending laws may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans and could increase our cost of doing business.

Federal, state and local laws have been adopted that are intended to eliminate certain lending practices considered “predatory.” These laws prohibit practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. Since 2013, the CFPB has issued several rules on mortgage lending, notably a rule requiring all home mortgage lenders to determine a borrower’s ability to repay the loan. The origination of loans with certain terms and conditions and that otherwise meet the definition of a “qualified mortgage” may protect us from liability to a borrower for failing to make the necessary determinations. In either case, we may find it necessary to tighten our mortgage loan underwriting standards in response to the CFPB rules, which may constrain our ability to make loans consistent with our business strategies. It is our policy not to make predatory loans and to determine borrowers’ ability to repay, but the law and related rules create the potential for increased liability with respect to our lending and loan investment activities. They increase our cost of doing business and, ultimately, may prevent us from making certain loans and cause us to reduce the average percentage rate or the points and fees on loans that we do make.

We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties.

Federal and state fair lending laws and regulations, such as the Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending requirements on financial institutions. The Department of Justice, CFPB and other federal and state agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. A successful challenge to our performance under the fair lending laws and regulations could adversely impact our rating under the Community Reinvestment Act and result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on merger and acquisition activity and restrictions on expansion activity, which could negatively impact our reputation, business, financial condition and results of operations.

 

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

The Bank Secrecy Act of 1970, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and file suspicious activity and currency transaction reports as appropriate. The Financial Crimes Enforcement Network, established by the U.S. Department of the Treasury to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements and engages in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and IRS. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control related to U.S. sanctions regimes. If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of the financial institutions that we have already acquired or may acquire in the future are deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans, which would negatively impact our business, financial condition and results of operations. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. See “Business: Supervision and regulation.”

 

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Cautionary note regarding forward-looking statements

Certain statements contained in this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include statements relating to our projected growth, anticipated future financial performance, financial condition, credit quality and management’s long-term performance goals, as well as statements relating to the anticipated effects on our business, financial condition and results of operations from expected developments or events, our business, growth and strategies. These statements, which are based on certain assumptions and estimates and describe our future plans, results, strategies and expectations, can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection” and other variations of such words and phrases and similar expressions.

We have made the forward-looking statements in this prospectus based on assumptions and estimates that we believe to be reasonable in light of the information available to us at this time. However, these forward-looking statements are subject to significant risks and uncertainties, and could be affected by many factors. Factors that could have a material adverse effect on our business, financial condition, results of operations and future growth prospects can be found in the “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations” sections of this prospectus and elsewhere in this prospectus. These factors include, but are not limited to, the following:

 

 

business and economic conditions nationally, regionally and in our target markets, particularly in Tennessee and the geographic areas in which we operate;

 

 

concentration of our loan portfolio in real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate;

 

 

the concentration of our business within our geographic areas of operation in Tennessee and neighboring markets;

 

 

credit and lending risks associated with our commercial real estate, commercial and industrial, and construction portfolios;

 

 

increased competition in the banking and mortgage banking industry, nationally, regionally or locally;

 

 

our ability to execute our business strategy to achieve profitable growth;

 

 

the dependence of our operating model on our ability to attract and retain experienced and talented bankers in each of our markets;

 

 

risks that our cost of funding could increase, in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits;

 

 

our ability to increase our operating efficiency;

 

 

failure to keep pace with technological change or difficulties when implementing new technologies;

 

 

risks related to the recent conversion of our core operating platform;

 

 

negative impact in our mortgage banking services, including declines in our mortgage originations or profitability due to rising interest rates and increased competition and regulation, the Bank’s or third party’s failure to satisfy mortgage servicing obligations, and the possibility of the Bank being required to repurchase mortgage loans or indemnify buyers;

 

 

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our ability to attract and maintain business banking relationships with well-qualified businesses, real estate developers and investors with proven track records in our market areas;

 

 

our ability to attract sufficient loans that meet prudent credit standards, including in our commercial and industrial and owner-occupied commercial real estate loan categories;

 

 

failure to maintain adequate liquidity and regulatory capital and comply with evolving federal and state banking regulations;

 

 

inability of our risk management framework to effectively mitigate credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk, strategic risk and reputational risk;

 

 

develop new, and grow our existing, streams of noninterest income;

 

 

oversee the performance of third party service providers that provide material services to our business;

 

 

maintain expenses in line with their current projections;

 

 

our dependence on our management team and our ability to motivate and retain our management team;

 

 

risks related to our acquisition of Northwest Georgia Bank;

 

 

risks related to any future acquisitions, including failure to realize anticipated benefits from future acquisitions;

 

 

inability to find acquisition candidates that will be accretive to our financial condition and results of operations;

 

 

system failures, data security breaches, including as a result of cyber-attacks, or failures to prevent breaches of our network security;

 

 

data processing system failures and errors;

 

 

fraudulent and negligent acts by our clients, employees or vendors;

 

 

fluctuations in the market value and its impact in the securities held in our securities portfolio;

 

 

the adequacy of our reserves (including allowance for loan losses) and the appropriateness of our methodology for calculating such reserves;

 

 

the makeup of our asset mix and investments;

 

 

our focus on small and mid-sized businesses;

 

 

an inability to raise necessary capital to fund our growth strategy, operations or to meet increased minimum regulatory capital levels;

 

 

the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required;

 

 

interest rate shifts and its impact on our financial condition and results of operation;

 

 

the expenses that we will incur to operate as a public company and our inexperience complying with the requirements of being a public company;

 

 

the institution and outcome of litigation and other legal proceeding against us or to which we become subject;

 

 

changes in our accounting standards;

 

 

the impact of recent and future legislative and regulatory changes;

 

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governmental monetary and fiscal policies;

 

 

changes in the scope and cost of Federal Deposit Insurance Corporation, or FDIC, insurance and other coverage; and

 

 

other factors and risks described under the “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations” sections herein.

Because of these risks and other uncertainties, our actual results, performance or achievement, or industry results, may be materially different from the anticipated or estimated results discussed in the forward-looking statements in this prospectus. Our past results of operations are not necessarily indicative of our future results. You should not rely on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under federal securities law. We qualify all of our forward-looking statements by these cautionary statements.

 

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Use of proceeds

Assuming an initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus), we estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses, will be approximately $         million, or approximately $         million if the underwriters’ over-allotment option is exercised in full. Each $1 increase (decrease) in the initial public offering price per share would increase (decrease) our net proceeds, after deducting underwriting discounts and commissions and the estimated offering expenses by, $         million (assuming no exercise of the underwriters’ over-allotment option). See “Underwriting” for additional information regarding offering expenses and underwriting commissions and discounts.

We intend to use the net proceeds to us from this offering (i) to fund a cash distribution to our sole shareholder immediately after the closing of this offering in the amount of $55 million, which is intended to be non-taxable to our sole shareholder and represents a significant portion of our S Corporation earnings that have been taxed to our sole shareholder, but not distributed to him, and (ii) subject to regulatory approval, to repay all $10.1 million aggregate principal amount of subordinated notes held by our sole shareholder, plus any accrued and unpaid interest thereon. We intend to use the remainder of the net proceeds to us from this offering, which we estimate to be approximately $         million, to support our growth, including to fund our organic growth and implement our strategic initiatives, which may include the potential expansion of our business through opportunistic acquisitions of depository institutions and other complementary businesses, and selective acquisitions of assets, deposits and branches that we believe present attractive risk—adjusted returns or provide a strategic benefit to our growth strategy, for working capital and for other general corporate purposes, and to strengthen our regulatory capital.

We will not receive any proceeds from the sale of shares of our common stock in this offering by the selling shareholder.

Our management will have broad discretion in the application of the net proceeds from this offering to us, and investors will be relying on the judgment of our management regarding the application of the proceeds. Pending their use, we plan to invest our net proceeds from this offering in short term, interest bearing obligations, investment grade instruments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

The subordinated notes held by our sole shareholder consist of three series of subordinated notes with aggregate principal amounts outstanding of $775 thousand, $3.3 million and $6.0 million, respectively. These series of notes accrue interest (i) at an annual rate equal to the prime rate less 100 basis points, in the case of the $775 thousand principal amount of notes, (ii) at a quarterly rate equal to the 30 day LIBOR rate plus 200 basis points, in the case of the $3.3 million principal amount of notes, and (iii) at a quarterly rate equal to the 90 day LIBOR rate plus 170 basis points, in the case of the $6.0 million principal amount of notes. The maturity date of each series of subordinated notes is December 31, 2021.

 

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Dividend policy

Dividends

As an S Corporation, we have historically made distributions to our shareholder to provide him with funds to pay U.S. federal income tax on our taxable income that was “passed through” to him. We have also historically paid additional dividends to our shareholder as a return on his investment from time to time. Following this initial public offering, our dividend policy and practice will change because we will be taxed as a C Corporation and, therefore, we will no longer pay distributions to provide our shareholders with funds to pay U.S. federal income tax on their pro rata portion of our taxable income.

After this offering and the payment of the distribution of S Corporation earnings to our sole shareholder described below, we intend to retain our future earnings, if any, to fund the development and growth of our business and we do not anticipate paying any dividends to the holders of our common stock in the foreseeable future. Any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors, including general and economic conditions, industry standards, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, banking regulations, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by the Bank to us, and such other factors as our board of directors may deem relevant.

The following table shows the dividends (other than the distribution described below) that have been declared on our common stock with respect to the periods indicated below. Per share amounts are presented to the nearest cent.

 

(dollars in thousands, except share amounts and per share data)                
Quarterly period   

Amount

per share

    

Total cash

dividend

 

First Quarter 2014

   $ 0.49       $ 8,500   

Second Quarter 2014

     0.15         2,500   

Third Quarter 2014

     0.22         3,850   

Fourth Quarter 2014

     0.10         1,750   

First Quarter 2015

     0.40         6,900   

Second Quarter 2015

     0.20         3,500   

Third Quarter 2015

     0.62         10,700   

Fourth Quarter 2015

     0.15         2,500   

First Quarter 2016

     0.29         5,000   

Second Quarter 2016

     0.25         4,300   

 

 

Distribution of S Corporation earnings

We have approximately $         million of S corporation earnings, which have been, or will be, taxed to our sole shareholder, but have not been distributed to him. As a result and in connection with the termination of our status as an S Corporation, we are able to make a cash distribution to our sole shareholder in an amount equal to these taxed, yet undistributed, earnings that is intended to be non-taxable to him.

Our board of directors intends to declare a cash distribution to our sole shareholder in the amount of $55 million, which is intended to be non-taxable to our sole shareholder and represents a significant portion of our S Corporation earnings that have been, or will be, taxed to our sole shareholder, but not distributed to him. The distribution will be contingent upon, and payable to our sole shareholder immediately following, the closing of this offering. Purchasers of our common stock in this offering will not be entitled to receive any portion of this distribution.

 

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Dividend restriction

As a bank holding company, any dividends paid by us are subject to various federal and state regulatory limitations and also may be subject to the ability of the Bank to make distributions or pay dividends to us. See “Business: Supervision and regulation: Holding company regulation: Restrictions on bank holding company dividends” for a more detailed discussion of these regulatory limitations. The Bank is also subject to various legal, regulatory and other restrictions on its ability to pay dividends and make other distributions and payments to us. See “Business: Supervision and regulation: Bank regulation: Bank dividends.” Our ability to pay dividends is limited by minimum capital and other requirements prescribed by law and regulation. Furthermore, we are generally prohibited under Tennessee corporate law from making a distribution to a shareholder to the extent that, at the time of the distribution, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of its total liabilities plus (unless the charter permits otherwise) the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of any shareholders who may have preferential rights superior to those receiving the distribution. In addition, financing arrangements that we may enter into in the future may include restrictive covenants that may limit our ability to pay dividends.

 

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Capitalization

The following table sets forth our capitalization and regulatory capital ratios on a consolidated basis as of June 30, 2016:

 

 

on an actual basis; and

 

 

on an as adjusted basis after giving effect to (i) the sale of             shares of our common stock by us and shares of our common stock by the selling shareholder at an assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus), (ii) the payment of the $55 million distribution to our sole shareholder immediately after the closing of this offering, (iii) the repayment of all $10.1 million aggregate principal amount of subordinated notes held by our sole shareholder, plus any accrued and unpaid interest thereon, (iv) the special, one-time equity awards being granted in connection with this offering and the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering and (v) the deduction of the underwriting discounts and commissions and the estimated expenses incurred in connection with this offering, and, in each case, not assuming the sale of any shares of common stock upon the exercise of the underwriters’ option to purchase additional shares. Each $1 increase (decrease) in the initial public offering price per share could increase (decrease) our total shareholder’s equity and total capitalization by $         million, not assuming the sale of any shares of common stock upon the exercise of the underwriters’ option to purchase additional shares.

The following should be read in conjunction with “Use of proceeds,” “Management’s discussion and analysis of financial condition and results of operations,” “Selected historical consolidated financial data” and our consolidated financial statements and accompanying notes that are included elsewhere in this prospectus.

 

      As of June 30, 2016
(unaudited)
 
(dollars in thousands, except share amounts and per share data)    Actual      As adjusted  

Long-term debt(1)

   $ 41,005      

Shareholder’s equity

     

Common stock, $1.00 par value; 25,000,000 shares authorized and 17,180,000 (actual) and                  (as adjusted) shares issued

     17,180      

Additional paid-in capital

     94,544      

Retained earnings

     143,567      

Accumulated other comprehensive income

     10,477      

Total shareholder’s equity

     265,768      

Total capitalization

     306,773      

Capital Ratios

     

Tier 1 capital to average assets

     7.98%      

Tier 1 capital to risk-weighted assets

     9.57%      

Total capital to risk-weighted assets

     11.00%      

Common equity Tier 1 capital to risk-weighted assets

     8.30%      

Total shareholder’s equity to total assets

     9.11%      

 

 

 

(1)   Excludes Federal Home Loan Bank Advances of $14.8 million. Includes $10.1 million of subordinated notes held by our sole shareholder that we intend to repay in full utilizing proceeds from this offering, subject to regulatory approval.

 

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Dilution

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share and the net tangible book value per share after this offering.

As of June 30, 2016, we had net tangible book value of approximately $213.3 million, or $12.41 per share. Net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities divided by the number of shares of common stock then issued and outstanding. After giving effect to the sale of shares of our common stock in this offering (assuming the underwriters do not exercise their option to purchase additional shares), based upon an assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commission and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2016 would have been approximately $         million, or $         per share. This represents an immediate decrease in net tangible book value of $         per share to our existing shareholder and an immediate dilution of $         per share to new investors purchasing common stock in this offering.

The following table illustrates this dilution on a per share basis:

 

      Per share  

Assumed initial public offering price per share of common stock

   $                

Net tangible book value per share as of June 30, 2016

   $     

Increase in net tangible book value per share of our common stock attributable to this offering

   $     
  

 

 

 

As adjusted net tangible book value per share of common stock after this offering

   $     
  

 

 

 

Dilution per share to new investors in this offering

   $     

 

 

If the underwriters exercise in full their option to purchase additional shares in this offering, our as adjusted net tangible book value per share would be $         per share of common stock and the dilution to new investors in this offering would be $         per share of common stock.

Each $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) our as adjusted net tangible book value after this offering by approximately $         million, or approximately $         per share, and the dilution per share to new investors by approximately $        , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) our as adjusted net tangible book value after this offering by approximately $         million, or approximately $         per share, and the dilution per share to new investors by approximately $        , assuming the public offering price of $         per share of common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

 

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The following table sets forth, as of June 30, 2016, the total number of shares of common stock owned by our existing shareholder and to be owned by new investors, the total consideration paid, and the average price per share paid by our existing shareholder and to be paid by new investors purchasing shares of common stock in this offering. The calculation below is based on an assumed initial public offering price of $         per share of common stock (the midpoint of the price range set forth on the cover page of this prospectus), before deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

 

      Shares of
common stock purchased
     Total consideration      Average
price per
share of
common stock
 
      Number      Percent      Amount      Percent     
     (In thousands, other than shares and percentages)  

Existing shareholders

        %       $                      %       $                

New investors

              
  

 

 

    

Total

        100%       $           100%       $     

 

 

A $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and average price per share of common stock paid by all shareholders by $         million, $         million and $         per share, respectively. An increase (decrease) of 1.0 million in the number of shares of common stock offered by us would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and average price per share of common stock paid by all shareholders by $         million, $         million and $         per share, respectively. The as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

 

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Selected historical consolidated financial data

The following tables set forth (i) our selected historical consolidated financial data as of and for the six months ended June 30, 2016 and 2015, (ii) our selected historical consolidated financial data as of and for the ears ended December 31, 2015, 2014, 2013, 2012 and 2011, (iii) other data as of and for the periods indicated and (iv) certain pro forma information to reflect our conversion from a subchapter S Corporation to a C Corporation in connection with this offering as if it had occurred at the beginning of each period. The selected historical consolidated financial data as of and for the years ended December 31, 2015, 2014 and 2013 have been derived from, and qualified by reference to, the Company’s audited financial statements included elsewhere in this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto. The selected historical consolidated financial data as of and for the year ended December 31, 2012 and 2011 has been derived from our audited financial statements not included in this prospectus. The summary historical consolidated financial data as of and for the six months ended June 30, 2016 and 2015 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial data reflects the 100-for-one stock split that was effectuated prior to this offering. As such, all share and per share amounts have been retroactively adjusted to reflect the stock split for all periods presented.

The following selected historical consolidated financial data of the Company should be read in conjunction with, and are qualified by reference to, “Management’s discussion and analysis of financial condition and results of operations” and the consolidated financial statements and notes thereto included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.

 

     

As of and for the six
months ended

June 30, (unaudited)

    As of and for year ended December 31,  
     (dollars in thousands, except per share data and ratio)  
      2016     2015     2015     2014     2013     2012     2011  

Statement of Income Data

              

Total interest income

   $ 58,922      $ 48,846      $ 102,782      $ 92,889      $ 87,082      $ 89,315      $ 89,961   

Total interest expense

     4,621        4,405        8,910        9,513        11,606        20,986        28,255   
  

 

 

 

Net interest income

     54,301        44,441        93,872        83,376        75,476        68,329        61,706   

Provision for loan losses

     (798     222        (3,064     (2,716     (1,519     528        3,363   

Total noninterest income

     69,391        41,223        92,380        50,802        41,386        38,047        27,847   

Total noninterest expense

     91,942        61,033        138,492        102,163        89,584        83,874        70,854   
  

 

 

 

Net income before income taxes

     32,548        24,409        50,824        34,731        28,797        21,974        15,336   

State income tax expense

     2,174        1,649        2,968        2,269        1,894        1,457        1,020   
  

 

 

 

Net income

   $ 30,374      $ 22,760      $ 47,856      $ 32,462      $ 26,903      $ 20,517      $ 14,316   
  

 

 

 

Net interest income (tax—equivalent basis)(6)

   $ 55,412      $ 45,472      $ 95,887      $ 85,487      $ 77,640      $ 70,602      $ 63,935   

Per Common Share

              

Basic and diluted net income

   $ 1.77      $ 1.32      $ 2.79      $ 1.89      $ 1.57      $ 1.19      $ 0.83   

Book value(1)(2)

     15.47        13.19        13.78        12.53        11.04        11.49        10.34   

Tangible book value(2)(6)

     12.41        10.30        10.66        9.59        8.01        8.36        7.11   

Pro Forma Statement of Income and Per Common Share Data(2)(5)

              

Pro forma provision for income tax

   $ 12,169      $ 8,964      $ 17,896      $ 12,374      $ 10,185      $ 7,419      $ 4,654   

Pro forma net income

     20,379        15,445        33,118        22,357        18,612        14,555        10,681   

Pro forma net income per common share—basic and diluted

     1.19        0.90        1.93        1.30        1.08        0.85        0.62   

Selected Balance Sheet Data

              

Cash and due from banks

   $ 52,122      $ 56,119      $ 53,893      $ 40,093      $ 41,943      $ 45,522      $ 34,914   

Loans held for investment

     1,750,304        1,507,632        1,701,863        1,415,896        1,341,347        1,239,677        1,181,168   

Allowance for loan losses

     (23,734     (29,030     (24,460     (29,030     (32,353     (38,538     (39,711

Loans held for sale

     322,249        328,300        273,196        194,745        61,062        88,125        51,946   

Available-for-sale securities, fair value

     550,307        573,179        649,387        652,601        685,547        746,062        674,446   

Foreclosed real estate, net

     9,902        6,199        11,641        7,259        8,796        10,772        25,955   

Total assets

     2,917,958        2,532,836        2,899,420        2,428,189        2,258,387        2,232,440        2,095,109   

Total deposits

     2,514,297        2,026,505        2,438,474        1,923,569        1,803,567        1,820,745        1,727,959   

Core deposits(6)

     2,455,298        1,975,861        2,386,154        1,866,535        1,745,492        1,735,259        1,637,470   

Borrowings

     55,785        135,988        74,616        143,850        137,861        170,351        111,185   

Total shareholder’s equity(2)

     265,768        226,607        236,674        215,228        189,687        197,372        177,647   

 

 

 

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As of and for the six
months ended

June 30, (unaudited)

    As of and for year ended December 31,  
    (dollars in thousands, except per share data and ratio)  
     2016     2015     2015     2014     2013     2012     2011  

Selected Ratios

             

Return on average:

             

Assets(3)

    2.11%        1.86%        1.86%        1.40%        1.22%        0.96%        0.69%   

Shareholder’s equity(3)

    23.94%        20.46%        20.91%        15.94%        13.98%        10.85%        8.92%   

Average shareholder’s equity to average assets

    8.82%        9.09%        8.88%        8.81%        8.73%        8.82%        7.79%   

Net interest margin (tax-equivalent basis)(6)

    4.20%        4.02%        3.97%        3.93%        3.75%        3.52%        3.33%   

Efficiency ratio (tax-equivalent basis)(6)

    69.54%        71.60%        73.26%        76.15%        75.43%        77.67%        80.33%   

Loans held for investment to deposit ratio

    69.61%        74.40%        69.79%        73.61%        74.37%        68.09%        68.36%   

Yield on interest-earning assets

    4.55%        4.41%        4.34%        4.37%        4.31%        4.56%        4.79%   

Cost of interest-bearing liabilities

    0.47%        0.51%        0.49%        0.56%        0.70%        1.28%        1.56%   

Cost of total deposits

    0.28%        0.32%        0.30%        0.36%        0.48%        0.78%        1.00%   

Pro Forma Selected Ratios

             

Pro forma return on average assets(3)(5)

    1.42%        1.27%        1.28%        0.97%        0.84%        0.68%        0.52%   

Pro forma return on average equity(3)(5)

    16.06%        13.91%        14.47%        10.98%        9.67%        7.70%        6.65%   

Credit Quality Ratios

             

Allowance for loan losses to loans, net of unearned income(6)(7)

    1.41%        1.93%        1.50%        2.05%        2.41%        3.11%        3.36%   

Allowance for loan losses to nonperforming loans

    213.70%        177.09%        211.10%        168.75%        113.83%        74.56%        59.54%   

Nonperforming loans to loans, net of unearned income(6)(7)

    0.66%        1.09%        0.68%        1.21%        2.12%        4.17%        5.65%   

Capital Ratios (Company)

      `             

Shareholder’s equity to assets

    9.11%        8.95%        8.16%        8.86%        8.40%        8.84%        8.48%   

Tier 1 capital (to average assets)

    7.98%        8.35%        7.64%        8.10%        7.97%        7.31%        8.71%   

Tier 1 capital (to risk-weighted assets(4)

    9.57%        10.63%        9.58%        11.32%        11.47%        11.10%        13.17%   

Total capital (to risk-weighted assets)(4)

    11.00%        12.40%        11.15%        13.18%        13.41%        13.09%        15.22%   

Tangible common equity to tangible assets(6)

    7.44%        7.13%        6.43%        6.93%        6.24%        6.59%        5.99%   

Common Equity Tier 1 (to risk-weighted assets) (CET1)(4)

    8.30%        9.07%        8.23%        N/A        N/A        N/A        N/A   

Capital Ratios (Bank)

             

Shareholder’s equity to assets

    10.12%        10.11%        9.17%        10.09%        9.73%        8.98%        11.86%   

Tier 1 capital (to average assets)

    8.02%        8.31%        7.65%        8.10%        7.98%        7.35%        8.79%   

Tier 1 capital (to risk-weighted assets)(4)

    9.65%        10.66%        9.63%        11.34%        11.54%        11.19%        13.32%   

Total capital to (risk-weighted assets)(4)

    10.92%        12.22%        11.02%        12.96%        13.20%        12.89%        15.06%   

Tangible common equity to tangible assets(6)

    8.47%        8.31%        7.46%        8.47%        7.60%        7.90%        9.43%   

Common Equity Tier 1 (to risk-weighted assets) (CET1)(4)

    9.65%        10.66%        9.63%        N/A        N/A        N/A        N/A   

 

 

 

(1)   Book value per share equals our total shareholder’s equity as of the date presented divided by the number of shares of our common stock outstanding as of the date presented. The number of shares of our common stock outstanding as of June 30, 2016 and 2015 and December 31, 2015, 2014, 2013, 2012 and 2011 was 17,180,000.

 

(2)   If we gave effect to our conversion from a subchapter S Corporation to a subchapter C Corporation in connection with this offering as of June 30, 2016, we would have recorded a deferred tax liability of approximately $15.1 million along with a corresponding $12.8 million decrease to shareholder’s equity. This pro forma adjustment is not reflected in the amounts presented above.

 

(3)   We have calculated our return on average assets and return on average equity for a period by dividing net income for that period by our average assets and average equity, as the case may be, for that period. We have calculated our pro forma return on average assets and pro forma return on average equity for a period by calculating our pro forma net income for that period as described in footnote 5 below and dividing that by our average assets and average equity, as the case be, for that period. We calculate our average assets and average equity for a period by dividing the sum of our total asset balance or total stockholder’s equity balance, as the case may be, as of the close of business on each day in the relevant period and dividing by the number of days in the period.

 

(4)   We calculate our risk-weighted assets using the standardized method of the Basel III Framework as of December 31, 2015 and June 30, 2016 and the Basel II Framework for all previous periods, as implemented by the Federal Reserve and the FDIC.

 

(5)   We have calculated our pro forma net income, pro forma net income per share, pro forma returns on average assets and pro forma return on average equity for each period shown by calculating a pro forma provision for federal income tax using a combined effective income tax rate of 37.39% and 36.72% for the six months ended June 30, 2016 and 2015 and 35.08%, 35.63%,35.37%, 33.76% and 30.35% for the years ended December 31, 2015, 2014, 2013, 2012 and 2011, respectively, and adjusting our historical net income for each period to give effect to the pro forma provision for U.S. federal income tax for such period.

 

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(6)   These measures are not measures recognized under generally accepted accounting principles (United States) (“GAAP”), and are therefore considered to be non-GAAP financial measures. See “GAAP reconciliation and management explanation of non-GAAP financial measures” for a reconciliation of these measures to their most comparable GAAP measures.

 

(7)   Excludes loans acquired from Northwest Georgia Bank.

GAAP reconciliation and management explanation of non-GAAP financial measures

We identify certain of the financial measures discussed in our selected historical consolidated financial data as being “non-GAAP financial measures.” In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows.

Net interest income (tax-equivalent basis), net interest margin (tax-equivalent basis) and efficiency ratios (tax-equivalent basis) include the effects of taxable-equivalent adjustments using a combined federal and state income tax rate of 39.225% to increase tax-exempt interest income to a tax-equivalent basis.

The non-GAAP financial measures that we discuss in our selected historical consolidated financial data should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following reconciliation tables provide a more detailed analysis of these non-GAAP financial measures

Tax-equivalent net interest income and net interest margin

Net Interest Income on a tax-equivalent basis is a non-GAAP measure that adjusts for the tax-favored status of net interest income from loans and investments using a combined federal and state income tax rate of 39.225% to increase tax-exempt interest income to a tax-equivalent basis. We believe this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources. The most directly comparable financial measure calculated in accordance with GAAP is our net interest income.

Net interest margin on a tax-equivalent basis is net interest income on a tax-equivalent basis divided by average interest-earning assets on a tax-equivalent basis. The most directly comparable financial measure calculated in accordance with GAAP is our net interest margin.

 

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The following table presents, as of the dates set forth below, net interest income on a tax-equivalent basis compared with net interest income and presents net interest margin on a tax-equivalent basis compared with net interest margin:

 

    

Six months
ended

June 30,
2016

   

Six months
ended

June 30,
2015

    Year ended December 31,  
(dollars in thousands)   (unaudited)     (unaudited)     2015     2014     2013     2012     2011  

Net interest income (tax-equivalent basis)

                                                       

Net Interest Income

  $ 54,301      $ 44,441      $ 93,872      $ 83,376      $ 75,476      $ 68,329      $ 61,706   

Adjustments:

             

Tax-equivalent adjustment

    1,111        1,031        2,015        2,111        2,164        2,273        2,229   
 

 

 

 

Net interest income (tax- equivalent basis)

  $ 55,412      $ 45,472      $ 95,887      $ 85,487      $ 77,640      $ 70,602      $ 63,935   
 

 

 

 

Net interest margin (tax-equivalent basis)

             

Net Interest Margin

    4.11%        3.93%        3.89%        3.83%        3.65%        3.41%        3.21%   

Adjustments:

             

Tax-equivalent adjustment

    0.08%        0.09%        0.08%        0.10%        0.10%        0.11%        0.12%   
 

 

 

 

Net interest margin (tax- equivalent basis)

    4.20%        4.02%        3.97%        3.93%        3.75%        3.52%        3.33%   

 

 

Tax-equivalent efficiency ratio

The efficiency ratio on a tax-equivalent basis is a non-GAAP measure that provides a measure of productivity in the banking industry. This ratio is calculated to measure the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. We calculate this ratio by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income using a combined federal and state income tax rate of 39.225% to increase tax-exempt interest income to a tax-equivalent basis, excluding gains (losses) on sales of investment securities.

 

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The following table presents, as of the dates set forth below, the calculation of our efficiency ratio on a tax-equivalent basis.

 

    

Six months
ended

June 30,
2016

   

Six months
ended

June 30,
2015

    Year ended December 31,  
(dollars in thousands, except per Share data)   (unaudited)     (unaudited)     2015     2014     2013     2012     2011  
               

Efficiency ratio (tax-equivalent basis)

             

Total noninterest expense

  $ 91,942      $ 61,033      $ 138,492      $ 102,163      $ 89,584      $ 83,874      $ 70,854   

Less merger and conversion expenses

    2,146        287        3,543                               

Less loss on sales or write-downs of other real estate

                                       2,339        1,996   

Less temporary impairment of mortgage servicing rights

    5,687               194                               
 

 

 

 

Adjusted noninterest expense

    84,109        60,746        134,755        102,163        89,584        81,535        68,858   

Net interest income (tax-equivalent basis)

    55,412        45,472        95,887        85,487        77,640        70,602        63,935   

Total noninterest income

    69,391        41,223        92,380        50,802        41,386        38,047        27,847   

Less bargain purchase gain

                  2,794                               

Less gain on sales or write-downs of other real estate

    (142     62        (317     132        225                 

Less gain on sales of securities

    3,991        1,795        1,844        2,000        34        3,670        6,060   
 

 

 

 

Adjusted noninterest income

    65,542        39,366        88,059        48,670        41,127        34,377        21,787   
 

 

 

 

Adjusted operating revenue

    120,954        84,838        183,946        134,157        118,767        104,979        85,722   

 

 

Efficiency ratio (tax-equivalent basis)

    69.54%        71.60%        73.26%        76.15%        75.43%        77.67%        80.33%   

 

 

Tangible book value per common share and tangible common equity to tangible assets

Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures generally used by investors to evaluate capital adequacy. We calculate: (i) tangible common equity as total shareholder’s equity less goodwill and other intangible assets; (ii) tangible assets as total assets less goodwill and other intangible assets, (iii) tangible book value per common share as tangible common equity (as described in clause (i)) divided by shares of common stock outstanding and (iv) tangible common equity to tangible assets is the ratio of tangible common equity (as described in clause (i)) to tangible assets (as described in clause (ii)). For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is our book value per common share and for tangible common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is our total shareholder’s equity to total assets.

We believe that these non-GAAP financial measures are important information to be provided to you because, as do our management, banking regulators, many investors, you can use the tangible book value in conjunction with more traditional bank capital ratios to assess our capital adequacy without the effect of our goodwill and other intangible assets and compare our capital adequacy with the capital adequacy of other banking organizations with significant amounts of goodwill and/or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions.

 

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The following table presents, as of the dates set forth below, tangible common equity compared with total shareholder’s equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total shareholder’s equity to total assets:

 

     As of June 30,
2016
    As of June 30,
2015
    As of December 31,  

(dollars in thousands, except per

share data)

  (unaudited)     (unaudited)     2015     2014     2013     2012     2011  
               

Tangible Assets

             

Total assets

  $ 2,917,958      $ 2,532,836      $ 2,899,420      $ 2,428,189      $ 2,258,387      $ 2,232,440      $ 2,095,109   

Adjustments:

             

Goodwill

    (46,867     (46,904     (46,904     (46,904     (46,904     (46,904     (46,804

Core deposit intangibles

    (5,616     (2,689     (6,695     (3,495     (5,108     (6,834     (8,702
 

 

 

 

Tangible assets

  $ 2,865,475      $ 2,483,243      $ 2,845,821      $ 2,377,790      $ 2,206,375      $ 2,178,702      $ 2,039,603   
 

 

 

 

Tangible Common Equity

             

Total shareholder’s equity

  $ 265,768      $ 226,607      $ 236,674      $ 215,228      $ 189,687      $ 197,372      $ 177,647   

Adjustments:

             

Goodwill

    (46,867     (46,904     (46,904     (46,904     (46,904     (46,904     (46,804

Core deposit intangibles

    (5,616     (2,689     (6,695     (3,495     (5,108     (6,834     (8,702
 

 

 

 

Tangible common equity

  $ 213,285      $ 177,014      $ 183,075      $ 164,829      $ 137,675      $ 143,634      $ 122,141   
 

 

 

 

Common shares outstanding

    17,180,000        17,180,000        17,180,000        17,180,000        17,180,000        17,180,000        17,180,000   

Book value per common share

  $ 15.47      $ 13.19      $ 13.78      $ 12.53      $ 11.04      $ 11.49      $ 10.34   

Tangible book value per common share

    12.41        10.30        10.66        9.59        8.01        8.36        7.11   

Total shareholder’s equity to total assets

    9.11%        8.95%        8.16%        8.86%        8.40%        8.84%        8.48%   

Tangible common equity to tangible assets

    7.44%        7.13%        6.43%        6.93%        6.24%        6.59%        5.99%   

 

 

Core deposits

Core deposits are a non-GAAP measure used by management and investors to evaluate organic growth of deposits and the quality of deposits as a funding source. We calculate e core deposits by excluding jumbo time deposits (greater than $250,000) from total deposits. For core deposits the most directly comparable financial measure calculated in accordance with GAAP is total deposits.

The following table presents, as of the dates set forth below, core deposits compared total deposits:

 

    

As of 

June 30,
2016

   

As of 

June 30,
2015

    As of December 31,  
(dollars in thousands)   (unaudited)     (unaudited)     2015     2014     2013     2012     2011  
       

Core deposits

     

Total deposits

  $ 2,514,297      $ 2,026,505      $ 2,438,474      $ 1,923,569      $ 1,803,567      $ 1,820,745      $ 1,727,959   

Less jumbo time deposits

    58,999        50,644        52,320        57,034        58,075        85,486        90,489   
 

 

 

 

Core deposits

  $ 2,455,298      $ 1,975,861      $ 2,386,154      $ 1,866,535      $ 1,745,492      $ 1,735,259        1,637,470   

 

 

Allowance for loan losses to loans, net of unearned income and adjusted nonperforming loans to loans, net of unearned income

Adjusted allowance for loan losses to loans, net of unearned income, and adjusted nonperforming loans to loans, net of unearned income, are financial measures used to determine the credit quality of our loan portfolio. Due to the difference of accounting for and disclosing acquired loans, we believe that excluding the acquired loans from our credit quality measures provides a more meaningful representation of our credit quality. For allowance for loan losses to loans, net of unearned income and nonperforming loans to loans, net of unearned income, the most directly comparable financial measure calculated in accordance with GAAP is the allowance for loan losses and nonperforming loans, respectively.

 

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The following table presents, as of the dates set forth below, adjusted allowance for loan losses to loans, net of unearned income, and adjusted nonperforming loans to loans, net of unearned income:

 

     

As of 

June 30,
2016

    

As of 

June 30,
2015

     As of December 31,  
(dollars in thousands)    (unaudited)      (unaudited)      2015      2014      2013      2012      2011  

Allowance for loan losses

   $ 23,734       $ 29,030       $ 24,460       $ 29,030       $ 32,353       $ 38,538       $ 39,711   

Loans, net of unearned income

     1,750,304         1,507,632       $ 1,701,863       $ 1,415,896       $ 1,341,347       $ 1,239,677       $ 1,181,168   
  

 

 

 

Adjustments:

                    

Less acquired loans, net of unearned income

     62,173                 76,601                                   
  

 

 

 

Total loans, net of unearned income

   $ 1,688,131       $ 1,507,632       $ 1,625,262       $ 1,415,896       $ 1,341,347       $ 1,239,677       $ 1,181,168   
  

 

 

 

Allowance for loan losses to loans, net of unearned income

     1.36%         1.93%         1.44%         2.05%         2.41%         3.11%         3.36%   
  

 

 

 

Adjustment:

           

Acquired loans, net of unearned income

     0.05%         0.00%         0.06%         0.00%         0.00%         0.00%         0.00%   
  

 

 

 

Adjusted allowance for loan losses to loans, net of unearned income

     1.41%         1.93%         1.50%         2.05%         2.41%         3.11%         3.36%   

 

 

Nonperforming loans

   $ 11,106       $ 16,393       $ 11,587       $ 17,203       $ 28,422       $ 51,685       $ 66,697   

Loans, net of unearned income

     1,750,304         1,507,632         1,701,863         1,415,896         1,341,347         1,239,677         1,181,168   
  

 

 

 

Adjustments:

                    

Less acquired loans, net of unearned income

     62,173                 76,601                                   
  

 

 

 

Total loans, net of unearned income

   $ 1,688,131       $ 1,507,632       $ 1,625,262       $ 1,415,896       $ 1,341,347       $ 1,239,677       $ 1,181,168   
  

 

 

 

Nonperforming loans to loans, net of unearned income

     0.63%         1.09%         0.68%         1.21%         2.12%         4.17%         5.65%   
  

 

 

 

Adjustment:

           

Acquired loans, net of unearned income

     0.03%         0.00%         0.03%         0.00%         0.00%         0.00%         0.00%   
  

 

 

 

Adjusted nonperforming loans to loans, net of unearned income

     0.66%         1.09%         0.71%         1.21%         2.12%         4.17%         5.65%   

 

 

 

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Business

Overview

We are a bank holding company, headquartered in Nashville, Tennessee. Our wholly-owned bank subsidiary, FirstBank, is the third largest Tennessee-headquartered bank, based on total assets. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, North Alabama and North Georgia. Our footprint includes 45 full-service bank branches serving the metropolitan markets of Nashville, Chattanooga, Knoxville, Memphis, Jackson and Huntsville (AL) in addition to 12 community markets. FirstBank also provides mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States in addition to national internet delivery channel. As of June 30, 2016, we had total assets of $2.9 billion, loans of $1.8 billion, total deposits of $2.5 billion, and total shareholder’s equity of $266 million.

Throughout our history, we have steadfastly maintained a community banking approach of personalized relationship-based service. As we have grown, maintaining this relationship-based approach utilizing local, talented and experienced bankers in each market has been an integral component of our success. Our bankers leverage their local knowledge and relationships to deliver timely solutions to our clients. We empower these bankers by giving them local decision making authority supplemented by appropriate risk oversight. In our experience, business owners and operators prefer to deal with decision makers and our banking model is built to place the decision maker as close to the client as possible. We have designed our operations, technology, and centralized risk oversight processes to specifically support our operating model. We deploy this operating model universally in each of our markets, regardless of size. We believe we have a competitive advantage in our markets versus both smaller community banks and larger regional and national banks. Our robust offering of products, services and capabilities differentiate us from community banks and our significant local market knowledge, client service level and the speed with which we are able to make decisions and deliver our services to customers differentiate us from larger regional and national banks.

We seek to leverage our operating model by focusing on profitable growth opportunities across our footprint, consisting of both high-growth metropolitan markets and more stable community markets. As a result, we are able to strategically deploy our capital across our markets to take advantage of the opportunities with the greatest certainty of profitable growth and the highest returns.

Our operating model is executed by a talented management team lead by our Chief Executive Officer, Chris Holmes. Mr. Holmes, a 24-year banking veteran originally from Lexington, Tennessee, joined the Bank in 2010 as Chief Banking Officer and was named Chief Executive Officer in 2013. Mr. Holmes has an extensive background in both metropolitan and community banking gained from his time at community banks and larger public financial institutions. Mr. Holmes has assembled a highly effective management team, blending members that have a long history with FirstBank and members that have significant banking experience at other in-market banks. This leadership team offers us a fresh perspective and implemented a new strategic plan in 2012 that called for significant incremental investments in the Nashville, Tennessee market. Our execution of the plan has driven balanced, profitable growth by increasing our presence in the high-growth Nashville market while maintaining our strong presence in community markets and providing a replicable model for future metropolitan growth.

 

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Our team has delivered strong financial results under our strategic plan, as evidenced by consistent improvement in our tax-adjusted return on average assets, net interest margin, core and noninterest bearing deposit balances, and loan balances. We believe that these strong results validate our operating model and strategies and position us for continued profitable growth and improved efficiencies.

 

Tax-adjusted ROAA (%)    Net interest margin (%)
LOGO    LOGO

 

Deposits ($ in millions)    Total loans ($ in millions)

 

LOGO

  

 

LOGO

Note: Our tax-adjusted return on average total assets includes a pro forma provision for taxes using an effective income tax rate of 33.76%, 35.37%, 35.63%, 35.08% and 37.39% for the years ended December 31, 2012, 2013, 2014 and 2015 and the six months ended June 30, 2016, respectively. Our net interest margin is shown on a tax-equivalent basis. Core deposits and net interest margin on a tax-equivalent basis are non-GAAP financial measures. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures.

Our history

Originally chartered in 1906, we are one of the longest continually operating banks in Tennessee. While our deep community roots go back over 100 years, our growth trajectory changed in 1984 when Tennessee businessman Jim Ayers, our Chairman and sole shareholder, acquired Farmers State Bank with an associate. In 1988, we purchased the assets of First National Bank of Lexington, Tennessee and changed our name to FirstBank, forming the foundation of our current franchise. In 1990, Mr. Ayers became the sole shareholder and has remained our sole owner since that time. Under Mr. Ayers’ ownership, we have grown from a community bank with only $14 million in assets in 1984 to the third largest bank headquartered in Tennessee, based on total assets.

From 1984 to 2001, we operated as a rural community bank growing organically and through small acquisitions in community markets in West Tennessee. In 2001, our strategy evolved from serving purely community markets to include a modest presence in metropolitan markets, expanding our reach and enhancing our growth. We entered Nashville and Memphis in 2001 by opening a branch in each of those markets. In 2004 and

 

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2008, we opened our first branches in Knoxville and Chattanooga, respectively. Although we experienced some growth in each metropolitan market, it did not become a major strategic focus until we implemented our current metropolitan growth strategy in the Nashville metropolitan statistical area (MSA) in 2012. The successful implementation of this strategy has resulted in 73% deposit growth in the Nashville MSA from December 31, 2012 to June 30, 2016, making it our largest market with 31% of our total deposits, as of June 30, 2016. As a result of this evolution, we now operate a more balanced business model that serves a diverse customer base in both metropolitan and community markets.

On September 18, 2015, we completed our acquisition of Northwest Georgia Bank, a 110-year old institution with six branches, serving clients in the Chattanooga MSA. Including the effects of purchase accounting adjustments, we acquired net assets with a fair value of $272 million which includes a bargain purchase gain of $3 million, loans with a fair value of $79 million and deposits with a fair value of $246 million. We believe that this acquisition will accelerate our already planned expansion in Chattanooga by significantly augmenting our client base, increasing our brand awareness and providing us with the scale to attract leading bankers to further accelerate our market penetration and profitable growth. In connection with the acquisition, we merged two of our existing FirstBank branches in May 2016.

Our markets

Our market area is the southeastern United States, centered around Tennessee and includes portions of North Alabama and North Georgia. The market area has attractive economic, population, and household income growth statistics that provide a favorable business environment. We believe that the strong economic growth in our market area has created a favorable operating environment for us.

 

LOGO

 

LOGO

 

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Our core client profile across our footprint includes small businesses, corporate clients, commercial real estate owners and consumers. We target business clients with substantial operating history that have annual revenues of up to $250 million. Our typical business client would keep business deposit accounts with us, and we would look to provide banking services to the owners and employees of the business as well. We also have an active consumer lending business that includes mortgages, home equity lines and small consumer finance loans. We continuously strive to build deeper relationships by actively cross-selling incremental products to meet the banking needs of our clients. The long-standing relationships that we have developed throughout our history form the foundation of our attractive returns and stable growth.

Tennessee has no individual income tax and it has a favorable business climate, as evidenced by the following:

 

 

Tennessee was ranked #4 in the country for business by Chief Executive magazine in May 2015;

 

 

Tennessee was named 2014 State of the Year for economic development by Business Facilities magazine in January 2015;

 

 

Tennessee was ranked #1 for foreign direct investment job commitments in 2013 according to the 2014 Global Location Trends report by IBM Institute for Business Value; and

 

 

Tennessee was ranked #5 in the country for doing business by Area Development magazine in September 2014.

The following tables show our deposit market share ranking among all banks and community banks (which we define as banks with less than $15 billion in assets) in Tennessee as of June 30, 2015. Of the 10 largest banks in the state based on total deposits, 7 are national or regional banks, which we believe provides us with significant opportunities to gain market share from these banks.

Top 10 Banks in Tennessee:

 

Rank   Company name   Headquarters  

Branches

(#)

   

Total

deposits

($bn)

   

Deposit

market

share

(%)

          

% of

company

deposits

 

1

  First Horizon National Corp. (TN)   Memphis, TN     152        17.8        13.7       94.8   

2

  Regions Financial Corp. (AL)   Birmingham, AL     238        17.5        13.4          18.3   

3

  SunTrust Banks Inc. (GA)   Atlanta, GA     143        13.5        10.4          9.4   

4

  Bank of America Corp. (NC)   Charlotte, NC     58        10.5        8.1          0.9   

5

  Pinnacle Financial Partners (TN)   Nashville, TN     50        7.2        5.5          100.0   

6

  U.S. Bancorp (MN)   Minneapolis, MN     104        2.7        2.1          1.0   

7

  BB&T Corp. (NC)   Winston-Salem, NC     49        2.5        1.9          1.5   

8

  FB Financial Corp (TN)   Nashville, TN     45        2.0        1.6          91.2   

9

  Simmons First National Corp. (AR)   Pine Bluff, AR     40        1.9        1.5          30.1   

10

  Wells Fargo & Co. (CA)   San Francisco, CA     19        1.7        1.3          0.2   

 

 

 

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Top 10 banks under $15bn assets in Tennessee

 

Rank   Company name   Headquarters  

Branches

(#)

   

Total

deposits

($bn)

   

Deposit

market

share

(%)

   

% of

company

deposits

 

1

  Pinnacle Financial Partners (TN)   Nashville, TN     49        7.2        5.5        100.0   

2

  FB Financial Corp (TN)   Nashville, TN     45        2.0        1.6        91.2   

3

  Simmons First National Corp. (AR)   Pine Bluff, AR     40        1.9        1.5        30.1   

4

  Wilson Bank Holding Co. (TN)   Lebanon, TN     25        1.7        1.3        100.0   

5

  Home Federal Bank of Tennessee (TN)   Knoxville, TN     23        1.7        1.3        100.0   

6

  Franklin Financial Network Inc (TN)   Franklin, TN     14        1.6        1.2        100.0   

7

  Capital Bank Finl Corp (NC)   Charlotte, NC     57        1.3        1.0        19.7   

8

  First Citizens Bancshares Inc. (TN)   Dyersburg, TN     23        1.3        1.0        100.0   

9

  First Farmers Merchants Corp. (TN)   Columbia, TN     19        1.1        0.8        100.0   

10

  Clayton Bank and Trust (TN)   Knoxville, TN     29        1.0        0.8        100.0   

 

 

Note: Market data sourced from SNL Financial and gives pro forma effect to any acquisitions announced as of July 22, 2016 as if they occurred on June 30, 2015; total assets as of June 30, 2016.

Our six metropolitan markets.

We currently operate in the six metropolitan markets listed below.

Nashville is the largest MSA in Tennessee, our largest market and one of the fastest growing cities in the U.S., with a booming cultural scene, vibrant healthcare industry, established music and entertainment industry, and 24 universities and colleges. Nashville has experienced 37% population growth from 2000 to 2014, and its population is expected to double in the next 20 years. Between 2010 and 2014, Nashville’s job growth of 18.4% was 10 percentage points higher than that of the U.S. Nashville’s diverse economy and strong business community are major attractions for corporations and professionals. Nashville was ranked #2 in KPMG’s April 2014 listing of the Most Attractive Mid-Sized Cities for Business and #5 on Forbes’ May 2014 listing of the Best Big Cities for Jobs. We believe that these positive trends will continue, providing us with ample opportunity for future growth in the Nashville MSA.

Memphis is the 2nd largest MSA in Tennessee. It has a diversified business base and the busiest cargo airport in North America. Memphis is headquarters to 240 companies, including AutoZone, International Paper and FedEx, which alone employs over 32,000 people in Memphis. Memphis benefits from 10 million tourists visiting annually, which generated approximately $3 billion for the local economy during 2014. Memphis was recently named a Top 25 Best City for Jobs by Glassdoor, a leading online employee community. A recent report from the Federal Reserve predicted that the Memphis region could add as many as 10,000 new jobs during 2015.

Knoxville is the 3rd largest MSA in Tennessee. It has 120 automotive component manufacturers in the area, which provide approximately 13,000 jobs. The University of Tennessee is located in Knoxville, generating over $1.5 billion in income annually and supporting in excess of 30,000 jobs during 2014. The tourism industry is beginning to grow and Knoxville is taking its place alongside Chattanooga and Asheville, N.C. as a destination city in the Southern Appalachian Mountains. Knoxville is ranked by Forbes as the second most affordable city and is currently experiencing accelerated employment growth.

Chattanooga is the 4th largest MSA in Tennessee. It has a diverse economy with over 28,000 businesses that employ over 260,000 people and generate an estimated $41 billion in annual sales. Chattanooga has experienced population growth of 11% between 2000 and 2010 and is expected to experience 19% population growth by 2019. Chattanooga was recently ranked #4 on Wallethub’s Best Cities to Start a Business list and was named a Best to Invest city by Site Selection magazine.

 

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Jackson is the 6th largest MSA in Tennessee and is the 2nd largest city in West Tennessee following Memphis. Given a high-quality workforce, favorable tax environment and efficient logistical foundation, Jackson has developed into a leading industrial and distribution center in the state of Tennessee, with particular strength in manufacturing. Employers such as Berry Plastics, Delta Faucets, Gerdau, Kellogg’s, LyondellBassell Industries, Owens Corning and Stanley Black & Decker have established meaningful operations in the Jackson area. Further aiding the bright economic future of the region is a diverse complex of six accredited higher educational institutions and two state-of-the-art technical and professional training vocational schools. Jackson also enjoys a vibrant cultural community, with symphony concerts, blues fests, and community theater, as well as minor league professional baseball and a host of collegiate and local athletic organizations.

Huntsville has one of the strongest technology economies in the nation, with over 300 companies performing sophisticated government, commercial and university research. Huntsville has a high concentration of engineers and Ph.D.‘s and has a number of major government programs, including NASA and the U.S. Army, including the Redstone Arsenal, which contains a government and contractor work force that employs approximately 40,000. Huntsville also has one of the highest concentrations of Inc. 500 companies and a number of offices of Fortune 500 companies.

Our community markets.    

We are a leading bank in Tennessee’s community markets. These community markets continue to offer us opportunities to profitably grow our market share. The table below shows our presence, as of June 30, 2015 in community markets where we have over $60 million in deposits.

Top FirstBank community markets

 

Market   

FB market

rank

    

FB branches

(#)

    

FB deposits

($mm)

    

FB deposit

market share

    

Percent of total

FB deposits

 

Lexington

     1         3         305         54.3%         13.3%   

Huntingdon

     2         2         119         23.8%         5.2%   

Smithville

     2         1         99         26.3%         4.3%   

Camden

     2         2         97         26.1%         4.2%   

Paris

     3         2         96         17.8%         4.2%   

Waverly

     2         1         63         24.2%         2.7%   

 

 

Note: Market data sourced from SNL Financial and gives pro forma effect to any acquisitions announced as of July 22, 2016 as if they occurred on June 30, 2015.

Market characteristics and mix.

Metropolitan markets.    Our metropolitan markets are characterized by attractive demographics and strong economies and offer substantial opportunity for future growth. Our metropolitan markets collectively have approximately $108 billion of total deposits and a total population in excess of 5.2 million people, with a projected weighted average annual population growth rate of 4.9% through 2020 according to SNL Financial, as compared to a national average of 3.7%. We compete in these markets with national and regional banks that currently have the largest market share positions and with community banks primarily focused only on a particular geographic area or business niche. We believe we are well positioned to grow our market penetration among our target clients of small to medium sized businesses and the consumer base working and living in these metropolitan markets. In our experience, such clients demand the product sophistication of a larger bank, but prefer the customer service, relationship focus and local connectivity of a community bank. We believe that our size, product suite and operating model offer us a competitive advantage in these markets versus our

 

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smaller competitors, many of which are focused only on specific counties or industries. Our operating model driven by local talent with strong community ties and local authority serves as a key competitive advantage over our larger competitors. We believe that, as a result, we are well positioned to leverage our existing franchise to expand our market share in our metropolitan markets.

Community markets.    Our community markets tend to be more stable throughout various economic cycles, with primarily retail and small business customer opportunities and more limited competition. This leads to an attractive profitability profile and smaller ticket, more granular loan and deposit portfolios. We increased our deposits in our community markets by 10% from 2010 to 2015. Our community markets are standalone markets and not suburbs of larger markets. We primarily compete in these markets with community banks that have less than $1 billion in total assets. We compete effectively against these smaller community banks by providing a broader and more sophisticated set of products and capabilities while still maintaining our local service model. These markets are being deemphasized by national and regional banks. As a result, we are often the employer of choice for talented bankers in these communities. We believe that our operating model and long-term success in these markets positions us well for continued growth in our existing community markets and to take advantage of attractive opportunities in other community markets.

Market mix.    The charts below show our branch, loan and deposit mix between our metropolitan and community markets as of June 30, 2016.

 

Branches:    Loans Held for Investment:    Total deposits:
LOGO   

LOGO

  

LOGO

Our competitive strengths

We believe the following strengths provide us with competitive advantages over other banks in our markets and provide us with the necessary foundation to successfully execute our growth strategies.

Depth and experience of senior management team.    We have a deep and experienced senior management team. The team, as evidenced by the leaders of our banking markets and mortgage segment highlighted below, combines long histories at FirstBank with significant market and industry knowledge gained from employment with other successful banks.

Christopher Holmes: President and Chief Executive Officer.    Mr. Holmes has served as President of FirstBank since 2012 and as President and Chief Executive Officer since 2013. Originally from Lexington, Tennessee, Mr. Holmes has a background in both rural communities and urban metro centers that is uniquely suited for leadership at FirstBank. As President and Chief Executive Officer, he is responsible for leading and managing all facets of the bank’s operations, including establishing its long-term goals, strategies and corporate vision. Prior to joining FirstBank in 2010 as Chief Banking Officer, Mr. Holmes served as the Director of Corporate Financial Services and the Chief Retail Banking Officer for Greenville, S.C.-based South Financial Group. Previously, he worked for 20 years in the Memphis market, first as a certified public accountant with Ernst & Young and then in several management positions for National Bank of Commerce (which was acquired by SunTrust) and Trustmark National Bank.

 

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James Gordon: Chief Financial Officer.    Mr. Gordon was appointed as our Chief Financial Officer in January 2016. Prior to joining us, Mr. Gordon was a Partner at Horne LLP from 2011 to 2016. Horne LLP served as our independent accounting firm before our appointment of RSM US LLP as our independent auditor in 2015 and Mr. Gordon served as our lead audit partner while at Horne. Before joining Horne, Mr. Gordon served as CFO of the South Financial Group, a large publicly traded bank holding company headquartered in Greenville, SC, from 2007 to 2010. In his capacity as CFO of the South Financial Group, his primary responsibilities included overseeing all of the accounting, financial and related functions as well as the Mortgage, SBA Lending and Information Technology divisions.

Wilburn (Wib) Evans: President, FirstBank Ventures.    As President of FirstBank Ventures, Mr. Evans has overall responsibility for our mortgage banking business and investment function, including strategies for fee income businesses. Mr. Evans joined FirstBank in 1987 as Chief Financial Officer, a position that he held for almost 10 years before being promoted to Executive Vice President in 1996 and later to Chief Operating Officer. Prior to joining FirstBank, Mr. Evans worked as a certified public accountant with BDO.

Allen Oakley: Middle and East Tennessee Regional President.    In his role, Mr. Oakley oversees the banking operations in Middle and East Tennessee and plays an important role in achieving strategic growth goals for the region. Mr. Oakley has more than 32 years of banking experience, mostly in the Tennessee market. Prior to joining FirstBank in 2012, Mr. Oakley served for 5 years as Executive Vice President and Middle Tennessee Manager of the Corporate, Commercial, and Public and Institutional Groups of Regions Bank. Prior to that role, Mr. Oakley worked for SunTrust as Managing Director for the Corporate and Investment Banking Division from the late 1990’s to 2006.

David Burden: West Tennessee Regional President.    In his role as the West Tennessee Regional President, Mr. Burden has authority over banking operations in Memphis and West Tennessee, which includes most of our leading market share legacy markets. Mr. Burden has more than 14 years of experience at FirstBank and 30 years in banking. Before joining FirstBank, Mr. Burden held the positions of senior vice president and senior lending officer for Union Planters Bank and First American Bank. Early in his career, he served as a federal regulator for 4 years.

Wyndell “Winnie” Bunch: Chief Financial Officer, FirstBank Ventures.    As Chief Financial Officer of FirstBank Ventures, Ms. Bunch oversees the finance and accounting division of our mortgage banking business and investment function. She brings more than 31 years of experience in accounting and financial services to the FirstBank senior management team and has been with FirstBank over 20 years. Before she was named Chief Financial Officer of FirstBank Ventures in 2015, Mrs. Bunch served as FirstBank’s chief financial officer, accountant and director of internal audit. Prior to joining FirstBank, Mrs. Bunch worked as a public accountant in Atlanta and as fiscal director for two large nonprofit agencies in Jackson, Tennessee.

Timothy Johnson: Chief Risk Officer.    Mr. Johnson is responsible for FirstBank’s enterprise risk management activities including credit, compliance, audit, physical security, information security, facilities management, loan review and portfolio analysis. Mr. Johnson brings 27 years of experience in financial services to this role. His background in credit, mortgage, municipal finance, retail banking, commercial lending, consulting and regulatory relations has proven valuable in helping FirstBank meet its profit and growth objectives. Mr. Johnson joined FirstBank in 1999 in credit and loan administration before being promoted to Senior Vice President of Loan Administration in 2000. In 2013, he was appointed to the position of Chief Risk Officer.

Wade Peery: Director of Operations and Technology.    Mr. Peery joined FirstBank in 2012 as Director of Treasury Management Sales and Operations, bringing 24 years of experience in the industry. His responsibilities now include oversight of loan and deposit operations, technology and retail and commercial banking support. Prior to joining FirstBank, Mr. Peery served as the Middle Tennessee Manager for Regions Bank’s Treasury

 

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Management Department, after previously holding the positions of Retail Area Sales Manager and Community Bank President for Regions Bank. He has extensive experience managing retail and commercial operations and has worked in both community and metropolitan banking environments.

Paul Craig: Director of Corporate Development.    Mr. Craig is the Senior Vice President and Director of Corporate Development for FirstBank. In this role, he is responsible for leading the planning and execution of a wide range of special projects to meet FirstBank’s organizational objectives and seize new opportunities to help grow and improve the business. Mr. Craig joined FirstBank in 2011 and previously served as a Senior Vice President in the Commercial Real Estate Group. With a proven background of success in both special assets and commercial real estate, Mr. Craig brings strong business acumen and a valuable non-bank perspective to FirstBank. Prior to joining FirstBank, Mr. Craig worked in the real estate sector and as a certified public accountant with Arthur Andersen and LBMC.

Jeanie Rittenberry: Director of Marketing and Communications.    Mrs. Rittenberry joined FirstBank in 2013 as Senior Vice President and Director of Marketing and Communications. In this role, Mrs. Rittenberry is responsible for marketing and communications as well as training, professional growth and leadership development programs. With more than 16 years of banking industry experience, Mrs. Rittenberry has worked with both community banks and national banks across the United States. Prior to joining FirstBank, she was senior vice president and director of marketing and client services for a division of National Bank of Commerce.

In addition to our senior management team, our market leaders have an average of over 28 years of experience and an average tenure of 15 years with us. We believe that we also have significant depth in our overall management in lending, credit administration, finance, operations and information technology.

Strong growth coupled with profitability.    We have delivered attractive growth and returns since the implementation of our strategic plan designed to leverage our competitive advantages in both metropolitan and community markets in 2012. Our execution of the plan has delivered strong growth, primarily from our Nashville metropolitan strategy and mortgage expansion, coupled with positive returns from our legacy community markets.

 

      2012     2013     2014     2015    

Six months ended
June 30, 2016

 

Net Income (in millions)

   $ 20.5      $ 26.9      $ 32.5      $ 47.9      $ 30.4   

Pro forma net income(1)

   $ 14.6      $ 18.6      $ 22.4      $ 33.1      $ 20.4   

Tax-Adjusted ROAA(1)

     0.68     0.84     0.97     1.28     1.42

Core Deposits (in billions)(2)

   $ 1.74      $ 1.75      $ 1.87      $ 2.39      $ 2.46   

Loans held for investment (in billions)

   $ 1.24      $ 1.34      $ 1.42      $ 1.70      $ 1.75   

Nonperforming loans/loans(3)

     4.17     2.12     1.21     0.71     0.66

 

 

 

(1)   Our pro forma net income and tax-adjusted return on average assets include a pro forma provision for federal income taxes using a combined effective income tax rate of 33.76%, 35.37%, 35.63%, 35.08% and 37.32% for the years ended December 31, 2012, 2013, 2014 and 2015 and the six months ended June 30, 2016, respectively.

 

(2)   Core deposits is a non-GAAP financial measure, and, as we calculate core deposits, the most directly comparable GAAP financial measure is total deposits. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures.”

 

(3)   Excludes loans acquired from Northwest Georgia Bank and therefore is a non-GAAP measure, and as we calculate nonperforming loans/loans, the most directly comparable GAAP measure is nonperforming loans. See our reconciliation of non-GAAP measures to their most comparable GAAP measures under the caption “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures.”

Ability to recruit and retain talented people.    The success of our operating model, which depends on local knowledge and decision making, is directly related to our ability to attract and retain talented bankers in each of our markets. We strive to attract and retain these bankers by fostering an entrepreneurial environment, empowering them with local authority and providing them with sufficient infrastructure and resources to

 

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support their growth while also providing management with appropriate oversight. We believe that our family culture built around respect, teamwork and empowerment makes us attractive for talented bankers and associates across our geographic footprint. We pride ourselves on being a great place to work, which is evidenced by our recognition as a Top Workplace for 2015 by The Tennessean, Nashville’s principal newspaper. In the Nashville market alone, we have added 19 new relationship bankers since 2011, including the current President of our Middle and East Tennessee region, Allen Oakley, a 32-year banking veteran.

Scalable, decentralized operating model.    We operate each of our markets as individual markets, with an experienced market leader in charge of each market. Each of our market leaders and bankers is empowered to make local decisions up to specified limits set by the Bank’s board of directors and our senior management team based on experience and track record. We believe that the delivery by our bankers of in-market client decisions, coupled with strong, centralized risk and credit support, allows us to best serve our clients. This operating model has been proven successful in our existing markets and we believe it is highly replicable and scalable. We have a robust infrastructure, bolstered by our conversion to a new core processing system in the second quarter of 2016, that can support our model as we grow in existing and new markets either organically or through opportunistic acquisitions.

Disciplined and deliberate risk management.    Risk management is a cornerstone of our culture and is emphasized throughout every area of the organization. Our decentralized operating model is balanced by individual lending authorities based on demonstrated experience and expertise. Larger credit decisions involve credit officers and/or senior management. We have invested in technology to monitor all credits, ensuring compliance with our policies. We strive for a balanced loan portfolio taking into consideration borrower and industry concentrations. Our risk management strategy also includes rigorous systems and processes to monitor liquidity, interest rate, operations, and compliance risk.

Preferred acquirer.    We have a strong record of adding value through acquisitions and have completed seven bank and two mortgage company acquisitions under our current ownership. Our acquisition of Northwest Georgia Bank is the most recent example of an attractive strategic and financial transaction. Our key operational associates have integration experience with FirstBank and other institutions. We are a disciplined acquirer focused on opportunities that meet our internal return targets, maintain or enhance our earnings per share and add to our strong core deposit franchise. Our long-term personal relationships with many of the bank owners and CEOs in our markets lead to a natural dialogue when they choose to explore a sale of their company. Additionally, we believe that our size and ability to operate effectively in both community and metropolitan markets make us an attractive option to smaller banks seeking an acquirer.

Our business strategy

We believe there are significant growth opportunities across our footprint. Our competitive strengths position us to take advantage of these opportunities to deliver strong growth and attractive returns by focusing on the following core strategies.

Enhance market penetration in metropolitan markets.    In recent years, we have successfully grown our franchise in the Nashville MSA by executing our metropolitan growth strategy. The strategy is centered on the following: recruiting the best bankers and empowering them with local authority; developing branch density; building brand awareness and growing our business and consumer banking presence; and expanding our product offering and capabilities. These strategies coupled with our personalized, relationship-based client service have contributed significantly to our success. Additionally, we believe that our scale, resources and sophisticated range of products provides us with a competitive advantage over the smaller community banks in the Nashville MSA and our other MSAs. As a result of these competitive advantages and growth strategies, the Nashville MSA has become our largest market. With approximately a 1.6% market share, based on deposits as

 

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of June 30, 2015, we are still in the early stage of executing our Nashville growth strategy and intend to continue to efficiently increase our market penetration. The following charts show our significant growth in the Nashville MSA since 2012.

 

Nashville loans ($ in millions)   Nashville deposits ($ in millions)     Nashville bankers (#)   
LOGO   LOGO       LOGO     

Note: The loan and deposit charts reflect our loans, noninterest bearing deposits and core deposits in our Nashville market as of the end of each period. The banker chart reflects the total number of our relationship team bankers in our Nashville market as of the end of each period.

Based on market and competitive similarities, we believe our growth strategies are transferable to our other metropolitan markets. We intend to implement these strategies with an initial focus on the Chattanooga MSA. Our recent acquisition of Northwest Georgia Bank will accelerate our growth in Chattanooga and, we believe, will give us the necessary scale to enhance operating leverage and drive profitability in that market.

Pursue opportunistic acquisitions.    While most of our growth has been organic, we have completed nine acquisitions under our current ownership, including our recent acquisition of Northwest Georgia Bank. We pursue acquisition opportunities that meet our internal return targets, enhance market penetration, and possess strong core deposits. We believe that numerous small to mid-sized banks or branch networks will be available for acquisition in metropolitan and community markets throughout Tennessee as well as in attractive contiguous markets in the coming years due to industry trends, such as scale and operational challenges, regulatory pressure, management succession issues and shareholder liquidity needs. In Tennessee alone, there are approximately 150 banks with total assets of less than $1 billion. We believe that we are positioned as a natural consolidator because of our financial strength, reputation and operating model.

Improve efficiency by leveraging technology and consolidating operations.    We have invested significantly in our bankers, infrastructure and technology in recent years, including our conversion to a new core processing system in the second quarter of 2016, which we believe has create a scalable platform that will support and drive future organic and non-organic growth across all of our markets. Our bankers and branches, especially in the Nashville MSA, continue to scale in size and we believe there is capacity to grow our business without adding significantly to our branch network. We plan to continue to invest, as needed, in our technology and business infrastructure to support our future growth and increase operating efficiencies. We intend to leverage these investments to consolidate and centralize our operations and support functions while protecting our decentralized client service model.

Seize opportunities to expand noninterest income.    While our primary focus is on capturing opportunities in our core banking business, we have successfully seized opportunities to grow our noninterest income by providing our people with the flexibility to take advantage of market opportunities. As part of our strategic focus to grow our noninterest income, we have significantly expanded our mortgage business by hiring experienced loan officers, implementing our consumer direct internet delivery channel in 2014 and offering our mortgage clients the personalized attention that is the cornerstone of our Bank. As a result, our mortgage banking income has grown from $19.0 million in 2012 to $70.2 million in 2015 and has already generated $54.6 million in revenues during the first half of 2016. We have also successfully expanded our fee-based businesses

 

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to include more robust treasury management services. We intend to continue to emphasize these business lines, which we believe will serve as strong customer acquisition channels and provide us with a range of cross-selling opportunities, while making our business stronger and more profitable.

Our banking services

While we operate through two segments, community banking and mortgage banking, community banking has been, and is, the cornerstone of our operations and underlying philosophy since our beginnings in 1906. As the third largest Tennessee headquartered bank, we are dedicated to serving the banking needs of businesses, professionals and individuals in our metropolitan and community markets through our community banking approach of personalized, relationship-based service. We strive to become trusted advisers to our clients and achieve long-term relationships. We deliver a wide range of banking products and services tailored to meet the needs of our clients across our footprint.

Lending activities

Through the Bank, we offer a broad range of lending products to our clients, which includes businesses with up to $250 million in annual revenues, business owners, real estate investors and consumers. Our commercial lending products include working capital lines of credit, equipment loans, owner-occupied and non-owner-occupied real estate construction loans, “mini-perm” real estate term loans, and cash flow loans to a diversified mix of clients, including small and medium sized businesses. Our consumer lending products include first and second residential mortgage loans, home equity lines of credit and consumer installment loans to purchase cars, boats and other recreational vehicles. At June 30, 2016, we had loans held for investment of $1.75 billion. Throughout the following discussion of our banking services we present our loan information as loans excluding loans held for sale.

Lending strategy

Our strategy is to grow our loan portfolio by originating commercial and consumer loans that produce revenues consistent with our financial objectives. Through our operating model and strategies, we seek to be the leading provider of lending products and services in our market areas to our clients. We market our lending products and services to our clients through our high-touch personalized service. As a general practice, we originate substantially all of our loans, but we occasionally participate in syndications, limiting participations to loans originated by lead banks with which we have a close relationship and which share our credit philosophies.

We also actively pursue and maintain a balanced loan portfolio by type, size and location. Our loans are generally secured and supported by personal guarantees.

 

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The following chart shows our loan portfolio mix by type as of June 30, 2016. We believe our loan portfolio is well-balanced, which provides us with the opportunity to take advantage of growth opportunities without concern of concentrations by category.

Loan portfolio mix as of June 30, 2016

 

LOGO

Commercial and industrial loans.    Our commercial and industrial loans are typically made to small- and medium-sized manufacturing, wholesale, retail and service businesses for working capital and operation needs and business expansions, including the purchase of capital equipment. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. Because we are a community bank with long standing ties to the businesses and professionals operating in our market areas, we are able to tailor our commercial and industrial loan programs to meet the needs of our clients. We target high-quality businesses in our markets with a proven track record and up to $250 million in annual revenues. As of June 30, 2016, we had outstanding commercial and industrial loans, of $355.6 million, or 20% of our loan portfolio. Growing our commercial and industrial loan portfolio is an important area of emphasis for us and we intend to continue to grow this portfolio. As a result of our growth efforts to date, our commercial and industrial loans have experienced a CAGR of 16.72% for the period from December 31, 2012 to June 30, 2016.

Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and personal guarantees. As a result, the repayment risk is subject to the ongoing business operations of the borrower. Any interruption or discontinuance of operating cash flows from the business, which may be influenced by events not under the control of the borrower such as economic events and changes in governmental regulations, could materially affect the ability of the borrower to repay the loan. Further, commercial and industrial loans may be secured by the collateral described above, which if the business is unsuccessful, typically have values insufficient to satisfy the loan without a loss.

Commercial real estate loans.    Our commercial real estate loans consist of both owner-occupied and non-owner occupied commercial real estate loans. The total amount of commercial real estate loans outstanding as of June 30, 2016 was $609.9 million or 35% of our loan portfolio. Our commercial real estate loans have shown growth, with a CAGR, of 9.22% for the period from December 31, 2012 to June 30, 2016. The real estate securing

 

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our existing commercial real estate loans includes a wide variety of property types, such as offices, warehouses, production facilities, health care facilities, hotels, mixed-use residential/commercial, retail centers, restaurants, churches, assisted living facilities and agricultural based facilities. As of June 30, 2016, $346.0 million of our commercial real estate loan portfolio, or 20% of our loan portfolio, was owner-occupied commercial real estate loans, and $263.9 million of our commercial real estate loan portfolio, or 15% of our loan portfolio, was non-owner occupied commercial real estate loans. We are primarily focused on growing the owner-occupied portion of our commercial real estate loan portfolio.

With respect to our owner-occupied commercial real estate loans, we target local companies with a proven operating history that tend to be business-operators and professionals within our markets. Owner-occupied real estate loans are typically repaid through the ongoing business operations of the borrower, and hence are dependent on the success of the underlying business for repayment and are more exposed to general economic conditions.

With respect to our non-owner occupied commercial real estate loans, we target experienced, local real estate developers and investors with whom our bankers have long-standing relationships. Our non-owner occupied commercial real estate loans also tend to involve retail, hotel, office, warehouse and industrial properties. Non-owner occupied real estate loans are typically repaid with the funds received from the sale of the completed property or rental proceeds from such property, and are therefore more sensitive to adverse conditions in the real estate market, which can also be affected by general economic conditions.

Commercial real estate loans are often larger and involve greater risks than other types of lending. Adverse developments affecting commercial real estate values in our market areas could increase the credit risk associated with these loans, impair the value of property pledged as collateral for these loans, and affect our ability to sell the collateral upon foreclosure without a loss. Furthermore, adverse developments affecting the business operations of the borrowers of our owner-occupied commercial real estate loans could significantly increase the credit risk associated with these loans. Due to the larger average size of commercial real estate loans, we face the risk that losses incurred on a small number of commercial real estate loans could have a material adverse impact on our financial condition and results of operations.

Residential real estate loans.    Our residential real estate loans consist of 1-4 family loans, home equity loans and multi-family loans. The residential real estate loans described below exclude mortgage loans that are held for sale. As of June 30, 2016, the total amount of residential real estate loans outstanding was $501.9 million, or 29%, of our loan portfolio.

Our 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, which are both owner-occupied and investor owned. We seek to make our 1-4 family mortgage loans to well-qualified homeowners and investors with a proven track record that satisfy our credit and underwriting standards. As of June 30, 2016, our 1-4 family mortgage loans comprised $286.3 million, or 17%, of loans.

Our home equity loans are primarily revolving, open-end lines of credit secured by 1-4 family residential properties. We seek to make our home equity loans to well-qualified borrowers that satisfy our credit and underwriting standards. Our home equity loans as of June 30, 2016 comprised $174.5 million, or 10%, of loans.

Our multi-family residential loans are primarily secured by multi-family properties, primarily apartment and condominium buildings. We seek to make multi-family residential loans to experienced real estate investors with a proven track record. These loans are primarily repaid from the rental payments generated by the multifamily properties. Our multifamily loans as of June 30, 2016 comprised $41.0 million, or 2%, or loans.

We expect to continue to make residential real estate mortgage loans at a similar pace so long as housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. Like our commercial real estate loans, our

 

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residential real estate loans are secured by real estate, the value of which may fluctuate significantly over a short period of time as a result of market conditions in the area in which the real estate is located. Adverse developments affecting real estate values in our market areas could therefore increase the credit risk associated with these loans, impair the value of property pledged as collateral on loans and affect our ability to sell the collateral upon foreclosure without a loss or additional losses. We primarily make our residential real estate loans to qualified individuals and investors in accordance with our real estate lending policies, which detail maximum loan to value ratios and maturities and, as result, the repayment of these loans are also affected by adverse personal circumstances.

Construction loans.    Our construction real estate loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small- and medium-sized businesses and individuals. We target experienced local developers primarily focused on multifamily, hospitality, commercial building, retail and warehouse developments. These loans are typically disbursed as construction progresses and carry variable interest rates. As of June 30, 2016, the outstanding balance of our construction loans was $210.0 million, or 12% of our loan portfolio. We expect to continue to make construction loans at a similar pace so long as demand continues and the market for and values of such properties remain stable or continue to improve in our markets.

Construction loans carry a high risk because repayment of these loans is dependent, in part, on the success of the ultimate project or, to a lesser extent, the ability of the borrower to refinance the loan or sell the property upon completion of the project, rather than the ability of the borrower or guarantor to repay principal and interest. Moreover, these loans are typically based on future estimates of value and economic circumstances, which may differ from actual results or be affected by unforeseen events. If the actual circumstances differ from the estimates made at the time of approval of these loans, we face the risk of having inadequate security for the repayment of the loan. Further, these loans are typically secured by the underlying development and even if we foreclose on the loan, we may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time while we attempt to dispose of it.

Consumer and other loans.    We offer a variety of consumer loans, such as installment loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans. Our consumer loans typically are part of an overall client relationship designed to support the individual consumer borrowing needs of our commercial loan and deposit clients, and are well diversified across our markets. As of June 30, 2016, we had outstanding $73.0 million of consumer and other loans, excluding residential real estate loans, representing 4% of our loan portfolio. Consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than residential real estate mortgage loans. Consumer loan collections are dependent on the borrower’s continuing financial stability and are therefore more likely to be affected by adverse personal circumstances, such as the loss of employment, unexpected medical costs or divorce. These loans are often secured by the underlying personal property, which typically has insufficient value to satisfy the loan without a loss due to damage to the collateral and general depreciation.

Deposits and other banking services

We offer a full range of transaction and interest bearing depository products and services to meet the demands of each segment within our client base. Our target segments include consumer, small business, and corporate entities with up to $250 million in annual revenues. We solicit deposits from these target segments through our local bankers, sophisticated product offering and our brand-awareness initiatives, such as our community focused marketing and high-visibility branch locations. We offer demand, negotiable order of withdrawal, money market accounts, certificates of deposit, municipal deposits, savings, and deposit accounts. To complement our account offerings, we also have in place technology to support electronic banking activities, including consumer online banking and mobile banking. In addition to these electronic banking activities, we

 

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make deposit services accessible to our clients by offering direct deposit, wire transfer, night depository, banking-by-mail and remote capture for non-cash items. Our commercial clients are served by a well-developed cash management technology platform.

The following charts show our deposit composition as of June 30, 2016, as well as the growth of our noninterest bearing deposits as a percentage of total deposits and the resulting improvement in our cost of deposits since 2012.

 

Deposit mix as of June 30, 2016   Noninterest bearing deposit and cost of deposits
LOGO   LOGO

The growth of low-cost deposits is an important aspect of our strategic plan, and we believe it is a significant driver of our value. The primary driver of our noninterest bearing deposit growth has been our ability to acquire new commercial clients. This has resulted from the addition of relationship bankers in our Nashville market, improved technology in the cash management area, and the addition of experienced cash management sales and operational specialists. Our cash management product offering includes a well-developed online banking platform complemented by a host of ancillary services including lockbox remittance processing, remote check deposit capture, remote cash capture, fraud protection services, armored car services, commercial and business card products, and merchant processing solutions. In addition to the growth of noninterest bearing deposits, cash management account analysis fees have grown from approximately $1.0 million in 2013 to $1.5 million in 2015.

Our consumer offering is anchored on our Rewards based checking product where we currently hold over $200 million in deposit balances in approximately 28,000 accounts. The Rewards checking product incents our clients to use their FirstBank debit card as a primary method of payment at point of sale, utilize online and mobile banking, electronic bill pay, direct deposit, and receive electronic statements. When meeting certain criteria, clients receive a premium interest rate on balances. The bank benefits from higher interchange revenue, lower expense on a per account basis as compared to traditional products, and better client retention.

The coupling of these strategies delivered through our relationship-based sales model has allowed us to grow noninterest bearing deposits and noninterest income without expanding our account level fee structure. This differentiating approach has set us apart from national and regional competitors and has built loyalty and satisfaction within our client segments.

Mortgage banking activities

We offer full-service residential mortgage products and services through our bank branches, our mortgage offices strategically located throughout the southeastern United States both in and outside our community banking footprint and our national internet delivery channel. We also offer smaller community banks and

 

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mortgage companies a host of diverse, third-party mortgage services. Our mortgage business has a strong track record of profitability and growth driven by our experienced mortgage executive team, diversified distribution channels and correspondent relationships with other community banks and mortgage companies.

While we have always offered, and continue to offer, home mortgage loans to retail customers through our bank branches, we began the expansion and diversification of our mortgage business beyond our traditional bank branch channel in 2010 by opening loan production offices in certain of our Tennessee markets in an effort to take advantage of attractive opportunities to grow our mortgage revenues and attract new customers to the Bank. We continued this expansion in 2011 with the acquisition of the assets and certain employees of Henger Rast Mortgage, with loan production offices in Alabama and Georgia, and the acquisition of our third party origination group in Greer, South Carolina. We also opened additional mortgage offices outside of our community banking footprint in strategically located markets across the Southeast and continued to hire experienced loan officers across our footprint. In 2014, we started our consumer direct internet delivery channel to target clients across the nation and to compete against on-line mortgage providers. In the first quarter of 2016, we acquired certain assets of Finance of America Mortgage LLC, further expanding our third party origination channel. As a result of these initiatives, we have expanded our mortgage banking business beyond the traditional home mortgage loans offered by our bank branches and now offer our residential mortgage products and services and third party mortgage services through four diverse delivery channels: (1) Retail Mortgage, which provides residential mortgages to consumers in the Southeast primarily through our bank branches and mortgage offices; (2) Third Party Origination consisting of both correspondent and wholesale lending, which provides mortgage processing and resale services to smaller banks and mortgage companies in Tennessee and other states nationally. (3) ConsumerDirect, which provides residential mortgages on a national basis via internet channels; and (4) Reverse Mortgage, which provides reverse mortgage products to clients in Tennessee, Alabama, Georgia, and other states nationally.

The residential mortgage products and services originated in our community banking footprint and related revenues and expenses are included in our community banking segment while the residential mortgage products and services originated outside of our community banking footprint and related revenues and expenses are included in our mortgage banking segment. The mortgage banking segment also includes our ConsumerDirect internet delivery channels, our Third Party Origination group, Reverse Mortgage channels and our mortgage servicing activities.

We intend to continue to take advantage of opportunities to grow our mortgage business as they present themselves, including by continuing to expand our mortgage business outside of our community banking footprint, improving the client experience through an enhanced fulfillment process, attracting experienced loan officers and improving profitability through centralized efficiencies and our capital markets execution. We have also successfully expanded our ConsumerDirect internet delivery channel over the past year by opening call center operations in North Carolina and expanding our call center operations in Florida, increasing our marketing of this channel. We have managed to grow our mortgage business while maintaining a high-degree of scalability to control costs in the event of a downturn in our mortgage business. Our mortgage loan office leases are primarily short-term in nature and over 60% of our mortgage-related compensation is in the form of variable compensation. Further, as interest rate cycles vary, we can increase or decrease lead generating marketing dollars in both our ConsumerDirect and Reverse Mortgage channels to scale the velocity of mortgage originations. Our mortgage business offers attractive cross-selling opportunities for our consumer banking products through the origination process and our mortgage servicing book.

We look to originate quality mortgage loans with a focus on purchase money mortgages. In accordance with our lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight that satisfies secondary market standards as outlined by our investors and mortgage

 

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offices to the size and complexity of the lending relationship. Mortgage loans are subject to the same uniform lending policies referenced below and consist primarily of loans with relatively stronger borrower credit scores, with an average FICO score of 749 during the first half of 2016.

The residential mortgage industry is highly competitive and we compete with other community banks, regional banks, national banks, credit unions, mortgage companies, financial service companies and online mortgage companies. Due to the highly competitive nature of the residential mortgage industry, we expect to face industry-wide competitive pressures related to changing market conditions that will reduce our pricing margins and mortgage revenues generally, especially in a rising rate environment.

Our mortgage banking business is also directly impacted by the interest rate environment, increased regulations, consumer demand, driven in large part by general economic conditions and the real estate markets, and investor demand for mortgage securities. Mortgage production, especially refinancing activity, declines in rising interest rate environments. While we have been experiencing historically low interest rates, the low interest rate environment likely will not continue indefinitely. While we have not yet experienced a slowdown in our mortgage origination volume, due in part to our expansion of our mortgage banking business and rates remaining favorable, our mortgage origination volume could be materially and adversely affected by rising interest rates and we expect to see declining origination volume in the second half of 2016 within the industry.

During the year ended December 31, 2015, we originated $2.8 billion of mortgage loans, with 48% of these loans being purchase money mortgage loans. Please see below for a breakdown of our mortgage originations by distribution channel since 2013 and by product type for the six months ended June 30, 2016 and the year ended December 31, 2015:

Originations by line of business ($ in millions)

 

LOGO

 

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Originations by product type (Six months ended June 30, 2016)

 

LOGO

Originations by product type (year ended December 31, 2015)

 

LOGO

Note: Conv = Conventional; VA = Veterans Affairs; USDA = USDA Rural Housing Mortgage; FHA = Federal Housing Administration

Sale of residential mortgages.    We sell substantially all of the residential mortgage loans we originate through our mortgage banking business to Fannie Mae, Freddie Mac or, to a lesser extent, an array of private national mortgage investors. As part of our overall asset/liability management objectives, we may also retain certain residential loans that we originate and, in such an instance, would bear the risk of default with respect to these loans. To reduce the interest rate risk associated with commitments made to borrowers for mortgage loans that have not yet been closed and that we intend to sell in the secondary markets, we routinely enter into commitments (considered to be derivatives) to hedge the interest rate risk. Derivative instruments are recognized at fair value in our consolidated balance sheets as either assets or liabilities. We monitor our interest rate risk position daily to maintain appropriate coverage of our loan commitments made to borrowers.

Loan servicing.    Traditionally, we have sold our servicing rights to loans that we originated and sold in the secondary market. However, in 2014, we expanded our mortgage business by beginning to service loans that we originate, or acquire through our third party origination contracts, and that we sell in the secondary markets in an effort to capture additional revenue and create cross-selling opportunities for our banking products. We receive a fee for performing mortgage servicing activities on mortgage loans that are not owned by us and are not included on our balance sheet. This process involves collecting monthly mortgage payments on behalf of investors, reporting information to those investors on a timely basis and maintaining custodial escrow accounts for the payment of principal and interest to investors, and property tax and insurance premiums on behalf of borrowers. We provide this servicing for third parties through a nationwide independent subservice provider, Cenlar. At June 30, 2016, we had approximately 19,648 loans serviced for others totaling approximately $4,023 million.

 

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As compensation for our mortgage servicing activities, we receive servicing fees of approximately 0.25% per year of the loan balances serviced, plus any late charges collected from the delinquent borrowers and other fees incidental to the services provided, offset by applicable subservicing fees. In the event of a default by the borrower, we receive no servicing fees until the default is cured. In times when interest rates are rising or at high levels, servicing mortgage loans can represent a steady source of noninterest income and can, at times, offset decreases in gains on sales of mortgage loans. Conversely, in times when interest rates are falling or at very low levels, servicing mortgage loans can become comparatively less profitable due to the rapid payoff of loans. We account for our mortgage servicing rights at the lower of cost or market value. The amount of mortgage servicing rights initially recorded is based on the market value of the mortgage servicing rights determined on the date when the underlying loan is sold. Our determination of fair value and the amount we record is based on a valuation model using discounted cash-flow analysis and available market pricing. Third party valuations of the mortgage servicing rights portfolio are obtained on a regular basis and are used to determine the fair value of the servicing rights at the end of the reporting period. Estimates of fair value reflect the following variables:

 

 

anticipated prepayment speeds;

 

product type (i.e., conventional, government, balloon);

 

fixed or adjustable rate of interest;

 

interest rate;

 

servicing costs per loan;

 

impairment;

 

discounted yield rate;

 

estimate of ancillary income; and

 

geographic location of the loan.

We monitor the level of our investment in mortgage servicing rights in relation to our other mortgage banking activities in order to limit our exposure to significant fluctuations in loan servicing income. Since we began the servicing activities in February 2014, the volume and dollar amount of our mortgage servicing rights has grown significantly, due to a strong mortgage origination environment. As a result, our exposure to volatility in total mortgage banking income has also increased as well as exposure to future impairment or to unfavorable changes in underlying fair value assumptions for prepayment speeds and discount rates. In the future, we may sell our mortgage servicing rights depending on a variety of factors, including capital sufficiency, the size of the mortgage servicing rights portfolio relative to total assets, and current market conditions. In addition, for certain investors and/or certain transactions, we may be contractually obligated to repurchase a mortgage loan or reimburse the investor for credit losses incurred on the loan as a remedy for deficiencies in both origination and servicing with respect to the loan.

Third party origination services.    Through our Third Party Origination Services channel, we provide flexible mortgage packages and solutions for smaller community banks and mortgage companies. Generally speaking, these smaller banks and mortgage companies originate loans but have reduced access to the secondary market in which mortgages are sold to investors, and for a fee, we provide them with mortgage processing, purchase and re-sale services.

Investment services

The Bank provides our individual clients access to investment services offered by INVEST Financial Corporation, an independent third-party broker-dealer that maintains offices in 34 of our bank branches. A full range of investment choices are available through INVEST for our clients, including equities, mutual funds, bonds, tax-exempt municipals, and annuities, as well as money management consultation. Life insurance products are also offered to our clients through FirstBank Insurance, Inc., a wholly-owned insurance agency. We also offer our

 

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business clients restructured group retirement plans. We primarily market these services to retirees or pre-retirees with $100,000 of investable assets, high income professionals earning more than $200,000 and businesses with group retirements plans that have more than $1 million in assets. We earn noninterest income from the investment and life insurance sales arrangements.

Risk management

General

Our operating model demands a strong risk culture built to address multiple areas of risk, including credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk, strategic risk and reputational risk. Our risk culture is supported by significant investments in the right people and technologies to protect our business. Our board of directors and the Bank’s board of directors are ultimately responsibility for overseeing risk management at the holding company and bank level, respectively. We have a Chief Risk Officer who oversees risk management across our business and reports directly to our Chief Executive Officer. Our board, Chief Executive Officer and Chief Risk Officer are supported by the heads of other functional areas at the Bank, including legal, IT, audit, compliance, capital markets and information and physical security. Our comprehensive risk management framework is designed to complement our core strategy of empowering our experienced, local bankers with local-decision making to better serve our clients.

Our credit policies support our goal of maintaining sound credit quality standards while achieving balance sheet growth, earnings growth, appropriate liquidity and other key objectives. We maintain a risk management infrastructure that includes local authority, centralized policymaking and a strong system of checks and balances. The fundamental principles of our credit policy and procedures are to maintain credit quality standards, which enhance our long-term value to our clients, associates, shareholders and communities. Our loan policies provide our bankers with a sufficient degree of flexibility to permit them to deliver responsive and effective lending solutions to our clients while maintaining appropriate credit quality. Furthermore, our bankers and associates are hired for the long-term and they are incentivized to focus on long-term credit quality. Since lending represents credit risk exposure, the Bank’s board of directors and its duly appointed committees seek to ensure that the Bank maintains appropriate credit quality standards. We have established asset oversight committees to administer the loan portfolio. These committees include our audit committee and credit committee, and they meet at least quarterly to review the lending activities of the Bank.

Credit concentration

Diversification of risk is a key factor in prudent asset management. Our loan portfolio is balanced between our metropolitan and community markets and by type, thereby diversifying our loan concentration. Our granular loan portfolio reflects a balanced mix of consumer and commercial clients across these markets that we think provides a natural hedge to industry and market cycles. In addition, risk from concentration is actively managed by management and reviewed by the board of directors of the Bank, and exposures relating to borrower, industry and commercial real estate categories are tracked and measured against established policy limits. These limits are reviewed as part of our periodic review of the loan policy, which underwent a comprehensive review in 2013. Loan concentration levels are monitored by the credit administration department and reported to the board of directors of the Bank.

Loan approval process

The loan approval process at the Bank is characterized by local authority supported by a risk control environment that provides for prompt and thorough underwriting of loans. Our localized decision making is reinforced through a centralized review process supported by technology that monitors all credits to ensure

 

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compliance with our credit policies. Our loan approval method is based on a hierarchy of individual lending authorities for new credits and renewals granted to our individual bankers, market presidents, credit officers, senior management and credit committee. The Bank’s board of directors establishes the maximum individual lending limits at each level and our senior management team sets individual authorities within these maximum limits to each individual based on demonstrated experience and expertise, and are periodically reviewed and updated. We believe that the ability to have individual loan authority up to specified levels based on experience and track record coupled with appropriate approval limits for our market presidents and credit officers allows us to provide prompt and appropriate responses to our clients while still allowing for the appropriate level of oversight.

As a relationship-oriented lender, rather than transaction-oriented lender, substantially all of our loans are made to borrowers located or operating in our market area. This provides us with better understanding of their business, creditworthiness and the economic conditions in their market and industry. Furthermore, our associates are held accountable for all of their decisions, which effectively aligns their incentives to reflect appropriate risk management.

In considering loans, we follow the conservative underwriting principles set forth in our loan policy with a primary focus on the following factors:

 

 

a relationship with our clients that provides us with a complete understanding of their financial condition and ability to repay the loan;

 

 

verification that the primary and secondary sources of repayment are adequate in relation to the amount of the loan;

 

 

observation of appropriate loan to value guidelines for real estate secured loans;

 

 

targeted levels of diversification for the loan portfolio, both as to type of borrower and type of collateral; and

 

 

proper documentation of loans, including perfected liens on collateral.

As part of the approval process for any given loan, we seek to minimize risk in a variety of ways, including the following:

 

 

analysis of the borrower’s financial condition, cash flow, liquidity, and leverage;

 

assessment of the project’s operating history, operating projections, location and condition;

 

review of appraisals, title commitment and environmental reports;

 

consideration of the management’s experience and financial strength of the principals of the borrower; and

 

understanding economic trends and industry conditions.

The board of directors of the Bank reviews and approves loan policy changes, monitors loan portfolio trends and credit trends, and reviews and approves loan transactions that exceed management thresholds as set forth in our loan policies. Loan pricing is established in conjunction with the loan approval process based on pricing guidelines for loans that are set by the Bank’s senior management. We believe that our loan approval process provides for thorough internal controls, underwriting, and decision making.

Lending limits

The Bank is limited in the amount it can loan in the aggregate to a single borrower or related borrowers by the amount of our capital. The Bank is a Tennessee chartered bank and therefore all branches, regardless of location, fall under the legal lending limits of the state of Tennessee. Tennessee’s legal lending limit is a safety and soundness measure intended to prevent one person or a relatively small and economically related group of persons from borrowing an unduly large amount of a bank’s funds. It is also intended to safeguard a bank’s

 

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depositors by diversifying the risk of loan losses among a relatively large number of creditworthy borrowers engaged in various types of businesses. Generally, under Tennessee law, loans and extensions of credit to a borrower may not exceed 15% of our bank’s Tier 1 capital, plus an additional 10 % of the bank’s Tier 1 capital, with approval of the bank’s board. Further, the Bank may elect to conform to similar standards applicable to national banks under federal law, in lieu of Tennessee law. Because the federal law and Tennessee state law standards are determined as a percentage of the Bank’s capital, these state and federal limits both increase or decrease as the Bank’s capital increases or decreases. Based upon the capitalization of the Bank at June 30, 2016, the Bank’s legal lending limits were approximately $34 million (15%) and $57 million (25%). The Bank may seek to sell participations in our larger loans to other financial institutions, which will allow us to manage the risk involved in these loans and to meet the lending needs of our clients requiring extensions of credit in excess of these limits.

In addition to these legally imposed lending limits, we also employ appropriate limits on our overall loan portfolio and requirements with respect to certain types of lending and individual lending relationships. For example, we have lending limits related to maximum borrower, industry and certain types of commercial real estate exposures.

Enterprise risk management

We maintain an enterprise risk management program that enables us to identify, manage, monitor and control potential risks that may affect us, including credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk, strategic risk and reputational risk. Our operating model demands a strong risk culture built naturally to address the multiple areas of risk we face, and our risk management strategy is supported by significant investments in the right people and technologies to protect the organization.

Our comprehensive risk management framework and risk identification is a continuous process and occurs at both the transaction level and the portfolio level. While our local bankers and associates support our day-to-day risk practices, management seeks to identify interdependencies and correlations across portfolios and lines of business that may amplify risk exposure through a thorough centralized review process. Risk measurement enables us to effectively control and monitor risk levels and is based on the sophistication of the risk measurement tools used to reflect the complexity and levels of assumed risk. We monitor risks and ensure compliance with our risk policies by timely reviewing risk positions and exceptions, investing in the technology to monitor all credits, requiring senior management authority sign-off on larger credit requests and granting credit authority to bankers and officers based on demonstrated experience and expertise. This monitoring process ensures that management’s decisions are implemented for all geographies, products and legal entities.

We control risks through limits that are communicated through policies, standards, procedures and processes that define responsibility and authority. Such limits serve as a means to control exposures to the various risks associated with our activities, and are meaningful management tools that can be adjusted if conditions or risk tolerances change. In addition, we maintain a process to authorize exceptions or changes to risk limits when warranted. These risk management practices help to ensure effective reporting, compliance with all laws, rules and regulations, avoid damage to our reputation and related consequences, and attain our strategic goals while avoiding pitfalls and surprises along the way.

The board of directors of the Bank approves policies that set operational standards and risk limits, and any changes require approval by the Bank’s board of directors. Management is responsible for the implementation, integrity and maintenance of our risk management systems ensuring the directives are implemented and administered in compliance with the approved policy. Our Chief Risk Officer supervises the overall management of our risk management program, reports to management and yet also retains independent access to the Bank’s board of directors.

 

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Credit risk management

Credit risk management is a key component of our risk management program. We employ consistent analysis and underwriting to examine credit information and prepare underwriting documentation. We monitor and approve exceptions to our credit policies as required, and we also track and address technical exceptions.

Each loan officer has the primary responsibility for appropriately risk rating each loan that is made. In addition, our credit administration department is responsible for the ongoing monitoring of loan portfolio performance through the review of ongoing financial reports, loan officer reports, audit reviews and exception reporting and concentration analysis. This monitoring process also includes an ongoing review of loan risk ratings and management of our allowance for loan losses. We have a Chief Credit Officer responsible for maintaining the integrity of our portfolio within the parameters of the credit policy. We utilize a risk grading system that enables management to differentiate individual loan quality and forecast future profitability and portfolio loss potential.

We assign a credit risk rating at the time a commercial loan is made and adjust it promptly as conditions warrant. Portfolio monitoring systems allow management to proactively assess risk and make decisions that will minimize the impact of negative developments. We promote open communication to minimize or eliminate surprises. Successful credit management is achieved by lenders consistently meeting with clients and reviewing their financial conditions regularly. This enables both the recognition of future opportunities and potential weaknesses early.

The Bank’s board of directors supports a strong loan review program and is committed to its effectiveness as part of the independent process of assessing our lending activities. We have communicated to our credit and lending staff that the identification of emerging problem loans begins with the lending personnel knowing their client and, supported by credit personnel, actively monitoring their client relationships. The loan review process is meant to augment this active management of client relationships and to provide an independent and broad-based look into our lending activities. We believe that our strong client relationships support our ability to identify potential deterioration of our credits at an early stage enabling us to address these issues early on to minimize potential losses.

We maintain a robust loan review function by utilizing an internal loan review team as well as third-party loan review firms that report to the board of directors of the Bank to ensure independence and objectivity. The examinations performed by the loan review department are based on risk assessments of individual loan commitments within our loan portfolio over a period of time. At the conclusion of each review, the auditors provide management and the board of directors with a report that summarizes the findings of the review. At a minimum, the report addresses risk rating accuracy, compliance with regulations and policies, loan documentation accuracy, the timely receipt of financial statements, and any additional material issues.

When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. We generally do not forgive principal or interest on loans or modify the interest rates on loans to rates that are below market rates. Furthermore, we are committed to collecting on all of our loans and, as a result, at times have lower net charge-offs compared to our peer banks. This practice often results in us carrying higher nonperforming assets on our books than our peers, as we believe our peers are quicker to charge-off loans than we are. However, our commitment to collecting on all of our loans, coupled with our knowledge of our borrowers results in higher loan recoveries. We believe that we are well reserved for losses resulting from our non-performing assets.

 

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Liquidity and interest rate risk management

Our liquidity planning framework is focused on ensuring the lowest cost of funding available and planning for unpredictable funding circumstances. To achieve the foregoing, we utilize a simple funding and capital structure consisting primarily of deposits and common equity. We are particularly focused on gathering core deposits to fund our balance sheet growth and have successfully lowered our cost of total deposits since 2012. The following chart shows our simple funding structure as of June 30, 2016.

Funding structure as of June 30, 2016

 

LOGO

In addition, we monitor our liquidity risk by adopting policies to define potential liquidity problems, reviewing and maintaining an updated liquidity contingency plan and providing a prudent capital structure consistent with our credit standing and plans for strategic growth.

Our interest risk management system is overseen by our board of directors, who has the authority to approve acceptable rate risk levels. Our board of directors has established the Asset Liability Committee to ensure appropriate risk appetite by requiring:

 

 

quarterly testing interest rate risk exposure,

 

proactive risk identification and measurement,

 

senior management quarterly risk presentations, and

 

independent review of the risk management process.

Competition

We conduct our core banking operations primarily in Tennessee and compete in the commercial banking industry solely through our wholly-owned banking subsidiary, FirstBank. The banking industry is highly competitive, and we experience competition in our market areas from many other financial institutions. We compete with commercial banks, credit unions, savings institutions, mortgage banking firms, online mortgage lenders, consumer finance companies, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as super-regional, national and international financial institutions that operate offices in our market areas and elsewhere. In addition, a number of out-of-state financial intermediaries have opened production offices, or otherwise solicit deposits, in our market areas. Increased competition in our markets may result in reduced loans and deposits, as well as reduced net interest margin and profitability. Furthermore, the Tennessee market has grown increasingly competitive in recent years with a number of banks entering this market, with a primary focus on the state’s metropolitan markets. We believe this trend will

 

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continue as banks look to gain a foothold in this growing market. This trend will result in greater competition primarily in our metropolitan markets. However, we firmly believe that our market position and client-focused operating model enhances our ability to attract and retain clients.

See “Our markets” in this section above for a further discussion of the markets we compete in and the competitive landscape in these markets.

Our associates

As of June 30, 2016, we had 1,013 full-time associates and 25 part-time associates. We pride ourselves on maintaining good relations with our associates.

Information technology systems

We have recently made and continue to make significant investments in our technology platforms. In 2014 we completed an upgrade to our consumer online banking, mobile and voice platforms deploying competitive technology to support consumer self-service banking behavior. During 2015, we completed the installation of a dedicated commercial cash management platform that is configurable at a client segment level supporting a broad range of client needs. We are also developing a commercial mobile and tablet app that we anticipate launching in 2016.

During the second quarter of 2016, we successfully converted our core operating platform to the Jack Henry Silverlake platform. This core conversion includes the replacement of our core, teller platform, loan and deposit platforms, as well as a number of other ancillary systems. We believe that the automation and integration improvements that will result from this core conversation will create a scalable and efficient operations function. Additionally, we believe this positions us to offer new products and services that will improve our overall customer experience and enhance our ability to attract new households.

Properties

Our principal executive offices and FirstBank’s main office are located 211 Commerce Street, Suite 300, Nashville, Tennessee 37201. We currently operate 42 full-service banking branches in Tennessee, two in Georgia and one in Alabama and mortgage offices located throughout the Southeast. We own 33 of these full-service banking branches and lease our other banking branches, our mortgage offices, and our principal executive office. Our mortgage banking offices are typically leased for short-terms. We believe that our facilities are in good condition and are adequate to meet our operating needs for the foreseeable future.

Legal proceedings

From time to time we are named or threatened to be named as a defendant or counter-defendant in various lawsuits pertaining to our business. Management, following consultation with legal counsel, believes that it is not currently subject to any pending or threatened litigation which individually or in the aggregate, would have a material adverse effect on our business.

Supervision and regulation

The following is a general summary of the material aspects of certain statutes and regulations applicable to FB Financial Corporation and FirstBank. These summary descriptions are not complete, and you should refer to the full text of the statutes, regulations, and corresponding guidance for more information. These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be adopted. We are unable to predict these future changes or the effects, if any, that these changes could have on our business, revenues, and financial results.

 

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General

As a registered bank holding company, we are subject to regulation, supervision, and examination by the Board of Governors of the Federal Reserve System, or Federal Reserve, under the BHCA. In addition, as a Tennessee state-chartered bank that is not a member of the Federal Reserve System, the Bank is subject to primary regulation, supervision, and examination by the Federal Deposit Insurance Corporation, or FDIC, and the Bank’s state banking regulator, the Tennessee Department of Financial Institutions, or TDFI. Supervision, regulation, and examination of the Company and the Bank by the bank regulatory agencies are intended primarily for the protection of consumers, bank depositors and the Deposit Insurance Fund of the FDIC, rather than holders of our capital stock.

Changes as a result of the Dodd-Frank Act

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, the regulatory framework under which the Company and the Bank operate has changed and will continue to change substantially over the next several years. The Dodd-Frank Act brought about a significant overhaul of many aspects of the regulation of the financial services industry, addressing issues including, among others, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, lending limits, mortgage lending practices, registration of investment advisers and changes among the bank regulatory agencies. In particular, we anticipate that portions of the Dodd-Frank Act that will be key to us and the Bank include, but are not limited to:

 

 

The Dodd-Frank Act created the CFPB, a new federal regulatory body with broad authority to regulate the offering and provision of consumer financial products and services. The authority to examine depository institutions with $10.0 billion or less in assets, such as the Bank, for compliance with federal consumer laws remained largely with the Bank’s primary federal regulator, the FDIC. However, the CFPB may participate in examinations of smaller institutions on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators. While the CFPB does not have direct supervisory authority over the Company or the Bank, it nevertheless has important rulemaking, examination and enforcement authority with regard to consumer financial products and services.

 

 

The Dodd-Frank Act imposed new duties on mortgage lenders, including a duty to determine the borrower’s ability to repay the loan, and imposed a requirement on mortgage securitizers to retain a minimum level of economic interest in securitized pools of certain mortgage types and to make certain periodic reports which will be public.

 

 

The Dodd-Frank Act’s Volcker Rule substantially restricted proprietary trading and investments in hedge funds or private equity funds and requires banking entities to implement compliance programs, as described further under “—Other Dodd-Frank Act reforms—Volcker Rule” below.

 

 

Other provisions, including but not limited to: new limitations on federal preemption; application of new regulatory capital requirements, including changes to leverage and risk-based capital standards and changes to the components of permissible tiered capital ; changes to the assessment base for deposit insurance premiums; permanently raising the FDIC’s standard maximum deposit insurance amount to $250,000 limit for federal deposit insurance; repeal of the prohibition on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts; restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses; requirement that sponsors of asset-backed securities retain a percentage of the credit risk of the assets underlying the securities; requirement that banking regulators remove references to and requirements of reliance upon credit ratings from their regulations and replace them with appropriate alternatives for evaluating credit worthiness.

 

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The list above is not exhaustive. It reflects our current assessment of the Dodd-Frank Act provisions and implementing rules that are reasonably possible to have a substantial impact on us in the future.

Holding company regulation

As a regulated bank holding company, we are subject to various laws and regulations that affect our business. These laws and regulations, among other matters, prescribe minimum capital requirements, limit transactions with affiliates, impose limitations on the business activities in which we can engage, limit the dividend or distributions that the Bank can pay to us, restrict the ability of institutions to guarantee our debt, impose certain specific accounting requirements on us that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than generally accepted accounting principles, among other things. The Bank is also subject to various requirements and restrictions under federal and state law, including but not limited to requirements to maintain reserves against deposits, lending limits, limitations on branching activities, limitations on the types of investments that may be made, activities that may be engaged in, and types of services that may be offered. Various consumer laws and regulations also affect the operations of the Bank. Also, the Bank and certain of its subsidiaries are prohibited from engaging in certain tying arrangements in connection with extensions of credit, leases or sales of property, or furnishing products or services.

Permitted activities

Under the BHCA, a bank holding company that is not a financial holding company, as discussed below, is generally permitted to engage in, or acquire direct or indirect control of more than five percent of any class of the voting shares of any company that is not a bank or bank holding company and that is engaged in, the following activities (in each case, subject to certain conditions and restrictions and prior approval of the Federal Reserve):

 

 

banking or managing or controlling banks;

 

 

furnishing services to or performing services for our subsidiaries; and

 

 

any activity that the Federal Reserve determines by regulation or order to be so closely related to banking as to be a proper incident to the business of banking, including:

 

   

factoring accounts receivable;

 

   

making, acquiring, brokering or servicing loans and usual related activities;

 

   

leasing personal or real property;

 

   

operating a nonbank depository institution, such as savings association;

 

   

performing trust company functions;

 

   

conducting financial and investment advisory activities;

 

   

conducting discount securities brokerage activities;

 

   

underwriting and dealing in government obligations and money market instruments;

 

   

providing specified management consulting and counseling activities;

 

   

performing selected data processing services and support services;

 

   

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

 

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performing selected insurance underwriting activities;

 

   

providing certain community development activities (such as making investments in projects designed primarily to promote community welfare); and

 

   

issuing and selling money orders and similar consumer-type payment instruments.

While the Federal Reserve has found these activities in the past acceptable for other bank holding companies, the Federal Reserve may not allow us to conduct any or all of these activities, which are reviewed by the Federal Reserve on a case by case basis upon application by a bank holding company.

The Federal Reserve has the authority to order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness or stability of it or any of its bank subsidiaries. Under the BHCA, as amended by the Gramm-Leach-Bliley Act, or GLBA, a bank holding company may also file an election with the Federal Reserve to become a financial holding company and engage in an expanded list of financial activities in addition to those described above, subject to certain eligibility requirements, including the requirement that the bank holding company be both “well capitalized” and “well managed”, as defined in the BHCA and implementing regulations. The Company has not made an election to become a financial holding company.

Acquisitions subject to prior regulatory approval

The BHCA (or, with regard to federal savings associations or savings and loan holding companies, the Home Owners’ Loan Act) requires the prior approval of the Federal Reserve for a bank holding company to acquire substantially all the assets of a bank or to acquire direct or indirect ownership or control of more than 5% of any class of the voting shares of any bank, bank holding company, savings and loan holding company or savings association, or to increase any such non-majority ownership or control of any bank, bank holding company, savings and loan holding company or savings association, or to merge or consolidate with any bank holding company.

Under the BHCA, if “well capitalized” and “well managed”, as defined under the BHCA and implementing regulations, we or any other bank holding company located in Tennessee may purchase a bank located outside of Tennessee. Conversely, a well-capitalized and well-managed bank holding company located outside of Tennessee may purchase a bank located inside Tennessee. In each case, however, restrictions may be placed on the acquisition of a bank that has only been in existence for a limited amount of time or will result in concentrations of deposits exceeding limits specified by statute. For example, Tennessee law currently prohibits a bank holding company from acquiring control of a Tennessee-based financial institution until the target financial institution has been in operation for at least three years.

Bank holding company obligations to bank subsidiaries

Under current law and Federal Reserve policy, a bank holding company is expected to act as a source of financial and managerial strength to its depository institution subsidiaries and to maintain resources adequate to support such subsidiaries, which could require us to commit resources to support the Bank in situations where additional investments in a bank may not otherwise be warranted. These situations include guaranteeing the compliance of an “undercapitalized” bank with its obligations under a capital restoration plan, as described further under “—Bank regulation—Capitalization levels and prompt corrective action” below. As a result of these obligations, a bank holding company may be required to contribute additional capital to its subsidiaries in the form of capital notes or other instruments that qualify as capital under regulatory rules. Any such loan from a

 

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holding company to a subsidiary bank is likely to be unsecured and subordinated to the bank’s depositors and perhaps to other creditors of the bank. If we were to enter bankruptcy or become subject to the orderly liquidation process established by the Dodd-Frank Act, any commitment by us to a federal bank regulatory agency to maintain the capital of the Bank would be assumed by the bankruptcy trustee or the FDIC, as appropriate, and entitled to a priority of payment.

Restrictions on bank holding company dividends.

The Federal Reserve’s policy regarding dividends is that a bank holding company should not declare or pay a cash dividend which would impose undue pressure on the capital of any bank subsidiary or would be funded only through borrowing or other arrangements that might adversely affect a bank holding company’s financial position. As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce the bank holding company’s dividends if:

 

 

its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;

 

 

its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or

 

 

it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

Should an insured depository institution controlled by a bank holding company be “significantly undercapitalized” under the applicable federal bank capital ratios, or if the bank subsidiary is “undercapitalized” and has failed to submit an acceptable capital restoration plan or has materially failed to implement such a plan, federal banking regulators (in the case of the Bank, the FDIC) may choose to require prior Federal Reserve approval for any capital distribution by the bank holding company. For more information, see “Bank regulation—Capitalization levels and prompt corrective action.

In addition, since our legal entity is separate and distinct from the Bank and does not conduct stand-alone operations, our ability to pay dividends depends on the ability of the Bank to pay dividends to us, which is also subject to regulatory restrictions as described below in “Bank regulation—Bank dividends.

Under Tennessee law, we are not permitted to pay cash dividends if, after giving effect to such payment, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amounts needed to satisfy any preferential rights if we were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, our board of directors must consider our current and prospective capital, liquidity, and other needs.

Capital regulations (pre- January 1, 2015)

The federal banking agencies have adopted risk-based capital adequacy guidelines for banks and bank holding companies. These risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure, to minimize disincentives for holding liquid assets, and to achieve greater consistency in evaluating the capital adequacy of major banks throughout the world. As described below under “U.S. Basel III capital rules,” these requirements will increase in the coming years, beginning in 2015 for the Company and the Bank.

 

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The following pertains to the risk-based capital adequacy guidelines for banks and bank holding companies applicable to us and the Bank prior to January 1, 2015.

Under the risk-based capital guidelines, assets and off-balance sheet items are assigned to broad risk categories each with designated weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.

For our 2014 results, the guidelines require all bank holding companies and federally regulated banks to maintain a minimum risk-based total capital ratio equal to 8%, of which at least 4% must be Tier 1 Capital. Tier 1 Capital, which includes common shareholders’ equity, noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock and certain trust-preferred securities, less certain goodwill items and other intangible assets, is required to equal at least 4% of risk-weighted assets. The remainder, which is referred to as Tier 2 Capital, may consist of (i) an allowance for loan losses of up to 1.25% of risk-weighted assets, (ii) any excess of qualifying perpetual preferred stock, (iii) certain hybrid capital instruments, (iv) perpetual debt, (v) mandatory convertible securities, and (vi) subordinated debt and intermediate-term preferred stock in an aggregate amount up to 50% of Tier 1 Capital. Total capital is the sum of Tier 1 and Tier 2 Capital less reciprocal holdings of other banking organizations’ capital instruments, investments in unconsolidated subsidiaries and any other deductions as determined by the appropriate regulator.

In computing total risk-weighted assets under the standardized approach, bank and bank holding company assets are given risk-weights of 0%, 20%, 50% and 100%. In addition, certain off-balance sheet items are given similar credit conversion factors to convert them to asset equivalent amounts to which an appropriate risk-weight will apply. Most loans will be assigned to the 100% risk category, except for performing first mortgage loans fully secured by one- to four-family and certain multifamily residential property, which carry a 50% risk rating. Most investment securities (including, primarily, general obligation claims on states or other political subdivisions of the United States) will be assigned to the 20% category, except for municipal or state revenue bonds, which have a 50% risk weight, and direct obligations of the U.S. Treasury or obligations backed by the full faith and credit of the U.S. Government, which have a 0% risk weight. In covering off-balance sheet items, direct credit substitutes, including general guarantees and standby letters of credit backing financial obligations, are given a 100% conversion factor. Transaction-related contingencies such as bid bonds, standby letters of credit backing non-financial obligations, and undrawn commitments (including commercial credit lines with an initial maturity of more than one year) have a 50% conversion factor. Short-term commercial letters of credit are converted at 20% and certain short-term unconditionally cancelable commitments have a 0% factor.

The federal bank regulatory authorities have also adopted regulations that supplement the risk-based guidelines. These regulations generally require banks and bank holding companies to maintain a minimum level of Tier 1 Capital to average total consolidated assets less specified items, including goodwill and mortgage servicing rights, which is referred to as the leverage ratio, of 4%. Banking organizations that are experiencing or anticipating significant growth, as well as those organizations whose financial condition or operations give rise to supervisory concerns, have generally been required to maintain a higher leverage ratio.

The bank regulators also continue to consider a “tangible Tier 1 leverage ratio” in evaluating proposals for expansion or new activities. The tangible Tier 1 leverage ratio is the ratio of a banking organization’s Tier 1 Capital, less deductions for intangibles otherwise includable in Tier 1 Capital, to total tangible assets.

U.S. Basel III capital rules (effective January 1, 2015)

In July 2013, federal banking regulators, including the Federal Reserve and the FDIC, adopted the U.S. Basel Capital Rules implementing many aspects of the Basel III Capital Standards.

 

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The U.S. Basel III Capital Rules apply to all national and state banks and savings associations and most bank holding companies and savings and loan holding companies, which we collectively refer to herein as “covered” banking organizations. The requirements in the U.S. Basel III Capital Rules started to phase in on January 1, 2015, for many covered banking organizations, including the Company and the Bank. The requirements in the U.S. Basel III Capital Rules will be fully phased in by January 1, 2019.

The U.S. Basel III Capital Rules impose higher risk-based capital and leverage requirements than those previously in place. Specifically, the rules impose the following minimum capital requirements:

 

 

a new common equity Tier 1 risk-based capital ratio of 4.5%;

 

 

a Tier 1 risk-based capital ratio of 6% (increased from the current 4% requirement);

 

 

a total risk-based capital ratio of 8% (unchanged from current requirements);

 

 

a leverage ratio of 4%; and

 

 

a new supplementary leverage ratio of 3% applicable to advanced approaches banking organizations, resulting in a leverage ratio requirement of 7% for such institutions.

Under the U.S. Basel III Capital Rules, Tier 1 Capital is redefined to include two components: common equity Tier 1 Capital and additional Tier 1 Capital. The new and highest form of capital, Common Equity Tier 1 Capital, or CET1 Capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 Capital includes other perpetual instruments historically included in Tier 1 Capital, such as non-cumulative perpetual preferred stock.

The rules permit bank holding companies with less than $15.0 billion in total consolidated assets, such as us, to continue to include trust-preferred securities and cumulative perpetual preferred stock issued before May 19, 2010 in Tier 1 Capital, but not in CET1 Capital, subject to certain restrictions. Tier 2 capital consists of instruments that currently qualify in Tier 2 capital plus instruments that the rule has disqualified from Tier 1 Capital treatment. We have outstanding trust-preferred securities, issued as debt securities. The first issue was for $21,000,000 (21,000 securities priced at $1,000 each) plus $650,000 in the related common securities, and the second issue was for $9,000,000 (9,000 securities priced at $1,000 each) plus $280,000 in the related common securities. We do not plan to use the proceeds of this offering to pay off the outstanding trust-preferred securities.

In addition, in order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a capital conservation buffer on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three measurements (Common Equity Tier 1, Tier 1 Capital and total capital). The capital conservation buffer will be phased in incrementally over time, becoming fully effective on January 1, 2019, and will consist of an additional amount of common equity equal to 2.5% of risk-weighted assets.

The current capital rules require certain deductions from or adjustments to capital. The U.S. Basel III Capital Standards retain many of these deductions and adjustments and also provide for new ones. As a result, deductions from CET1 Capital will be required for goodwill (net of associated deferred tax liabilities); intangible assets such as non-mortgage servicing assets and purchased credit card relationships (net of associated deferred tax liabilities); deferred tax assets that arise from net operating loss and tax credit carryforwards (net of any related valuations allowances and net of deferred tax liabilities); any gain on sale in connection with a securitization exposure; any defined benefit pension fund net asset (net of any associated deferred tax liabilities) held by a bank holding company (this provision does not apply to a bank or savings association); the

 

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aggregate amount of outstanding equity investments (including retained earnings) in financial subsidiaries; and identified losses. Other deductions will be necessary from different levels of capital. The U.S. Basel III Capital Rules also increase the risk weight for certain assets, meaning that more capital must be held against such assets. For example, commercial real estate loans that do not meet certain new underwriting requirements must be risk-weighted at 150% rather than the current 100%.

Additionally, the U.S. Basel III Capital Standards provide for the deduction of three categories of assets: (i) deferred tax assets arising from temporary differences that cannot be realized through net operating loss carrybacks (net of related valuation allowances and of deferred tax liabilities), (ii) mortgage servicing assets (net of associated deferred tax liabilities) and (iii) investments in more than 10% of the issued and outstanding common stock of unconsolidated financial institutions (net of associated deferred tax liabilities). The amount in each category that exceeds 10% of CET1 Capital must be deducted from CET1 Capital. The remaining, non-deducted amounts are then aggregated, and the amount by which this total amount exceeds 15% of CET1 Capital must be deducted from CET1 Capital. Amounts of minority investments in consolidated subsidiaries that exceed certain limits and investments in unconsolidated financial institutions may also have to be deducted from the category of capital to which such instruments belong.

Accumulated other comprehensive income, or AOCI, is presumptively included in CET1 Capital and often would operate to reduce this category of capital. The U.S. Basel III Capital Rules provided a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI. We elected to opt out. The rules also have the effect of increasing capital requirements by increasing the risk weights on certain assets, including high volatility commercial real estate, mortgage servicing rights not includable in CET1 Capital, equity exposures, and claims on securities firms, that are used in the denominator of the three risk-based capital ratios.

When fully phased in on January 1, 2019, the U.S. Basel III Capital Rules will require the Company and the Bank to maintain (i) a minimum ratio of CET1 Capital to risk-weighted assets of at least 4.5%, plus the 2.5% capital conservation buffer, effectively resulting in a minimum ratio of CET1 Capital to risk-weighted assets of at least 7%, (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, effectively resulting in a minimum Tier 1 capital ratio of 8.5%, (iii) a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer, effectively resulting in a minimum total capital ratio of 10.5% and (iv) a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets. Management believes that the Company and the Bank would meet all capital adequacy requirements under the U.S. Basel III Capital Rules on a fully phased-in basis if such requirements were currently effective.

The U.S. Basel III Capital Rules also make important changes to the “prompt corrective action” framework discussed below in “Bank regulation—Capitalization levels and prompt corrective action.”

Restrictions on affiliate transactions

See “Bank regulation—Restrictions on transactions with affiliates” below.

Compensation and risk management

In 2010, the federal banking agencies issued guidance to regulated banks and holding companies intended to ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices. The guidance is based on three “key principles” calling for incentive compensation plans to: appropriately balance risks and rewards; be compatible with effective controls and risk management; and be backed up by strong corporate governance. Further, the federal banking regulators

 

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re-proposed rules that would prohibit incentive compensation arrangements that would encourage inappropriate risks by providing excessive compensation or that could lead to a material financial loss, and include certain prescribed standards for governance and risk management for incentive compensation for institutions, such as us, that have over $1 billion in consolidated assets.

Bank regulation

The Bank is a banking institution that is chartered by and headquartered in the State of Tennessee, and it is subject to supervision and regulation by the TDFI and the FDIC. The TDFI supervises and regulates all areas of the Bank’s operations including, without limitation, the making of loans, the issuance of securities, the conduct of the Bank’s corporate affairs, the satisfaction of capital adequacy requirements, the payment of dividends, and the establishment or closing of banking offices. The FDIC is the Bank’s primary federal regulatory agency, which periodically examines the Bank’s operations and financial condition and compliance with federal consumer protection laws. In addition, the Bank’s deposit accounts are insured by the FDIC to the maximum extent permitted by law, and the FDIC has certain enforcement powers over the Bank.

As a state-chartered banking institution in the State of Tennessee, the Bank is empowered by statute, subject to the limitations contained in those statutes, to take and pay interest on, savings and time deposits, to accept demand deposits, to make loans on residential and other real estate, to make consumer and commercial loans, to invest, with certain limitations, in equity securities and in debt obligations of banks and corporations and to provide various other banking services for the benefit of the Bank’s clients. Various state consumer laws and regulations also affect the operations of the Bank, including state usury laws, consumer credit and equal credit opportunity laws, and fair credit reporting. In addition, the Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA, generally prohibits insured state chartered institutions from conducting activities as principal that are not permitted for national banks.

Capital adequacy

See “Holding company regulation—Capital regulations.

Capitalization levels and prompt corrective action

Federal law and regulations establish a capital-based regulatory scheme designed to promote early intervention for troubled banks and require the FDIC to choose the least expensive resolution of bank failures. The capital-based regulatory framework contains five categories of regulatory capital requirements, including “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” To qualify as a “well capitalized” institution for these purposes, a bank must have a leverage ratio of no less than 5%, a Tier 1 Capital ratio of no less than 6%, and a total risk-based capital ratio of no less than 10%, and a bank must not be under any order or directive from the appropriate regulatory agency to meet and maintain a specific capital level. Generally, a financial institution must be “well capitalized” before the Federal Reserve will approve an application by a bank holding company to acquire a bank or merge with a bank holding company, and the FDIC applies the same requirement in approving bank merger applications.

Immediately upon becoming undercapitalized, a depository institution becomes subject to the provisions of Section 38 of the Federal Deposit Insurance Act, or FDIA, which: (i) restrict payment of capital distributions and management fees; (ii) require that the appropriate federal banking agency monitor the condition of the institution and its efforts to restore its capital; (iii) require submission of a capital restoration plan; (iv) restrict the growth of the institution’s assets; and (v) require prior approval of certain expansion proposals. Bank holding companies controlling financial institutions can be called upon to boost the institutions’ capital and to partially guarantee the institutions’ performance under their capital restoration plans. The appropriate federal

 

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banking agency for an undercapitalized institution also may take any number of discretionary supervisory actions if the agency determines that any of these actions is necessary to resolve the problems of the institution at the least possible long-term cost to the deposit insurance fund, subject in certain cases to specified procedures. These discretionary supervisory actions include: (i) requiring the institution to raise additional capital; (ii) restricting transactions with affiliates; (iii) requiring divestiture of the institution or the sale of the institution to a willing purchaser; (iv) requiring the institution to change and improve its management; (iv) prohibiting the acceptance of deposits from correspondent banks; (v) requiring prior Federal Reserve approval for any capital distribution by a bank holding company controlling the institution; and (vi) any other supervisory action that the agency deems appropriate. These and additional mandatory and permissive supervisory actions may be taken with respect to significantly undercapitalized and critically undercapitalized institutions.

As of June 30, 2016, the Bank had sufficient capital to qualify as “well capitalized” under the requirements contained in the applicable regulations, policies and directives pertaining to capital adequacy, and it is unaware of any material violation or alleged material violation of these regulations, policies or directives. Rapid growth, poor loan portfolio performance, or poor earnings performance, or a combination of these factors, could change the Bank’s capital position in a relatively short period of time, making additional capital infusions necessary.

Notably, the thresholds for each of the five categories for regulatory capital requirements were revised pursuant to the U.S. Basel III Capital Rules. Under these rules, which started to phase in on January 1, 2015, a well-capitalized insured depository institution is one (i) having a total risk-based capital ratio of 10 percent or greater, (ii) having a Tier 1 risk-based capital ratio of 8 percent or greater, (iii) having a CET1 capital ratio of 6.5 percent or greater, (iv) having a leverage capital ratio of 5 percent or greater and (v) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.

It should be noted that the minimum ratios referred to above in this section are merely guidelines, and the bank regulators possess the discretionary authority to require higher capital ratios.

Bank reserves

The Federal Reserve requires all depository institutions, even if not members of the Federal Reserve System, to maintain reserves against some transaction accounts (primarily negotiable order of withdrawal (NOW) and Super NOW checking accounts). The balances maintained to meet the reserve requirements imposed by the Federal Reserve may be used to satisfy liquidity requirements. An institution may borrow from the Federal Reserve Bank “discount window” as a secondary source of funds, provided that the institution meets the Federal Reserve Bank’s credit standards.

Bank dividends

The FDIC prohibits any distribution that would result in the bank being “undercapitalized” (<4% leverage, <4.5% CET1 Risk-Based, <6% Tier 1 Risk-Based, or <8% Total Risk-Based). Tennessee law places restrictions on the declaration of dividends by state chartered banks to their shareholders, including, but not limited to, that the board of directors of a Tennessee-chartered bank may only make a dividend from the surplus profits arising from the business of the bank, and may not declare dividends in any calendar year that exceeds the total of its retained net income of that year combined with its retained net income of the preceding two (2) years without the prior approval of the TDFI commissioner. Furthermore, the TDFI also has authority to prohibit the payment of dividends by a Tennessee bank when it determines such payment to be an unsafe and unsound banking practice.

 

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Insurance of accounts and other assessments

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

In addition, all FDIC-insured institutions are required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation, or FICO, a federal government corporation established to recapitalize the predecessor to the Savings Association Insurance Fund. FICO assessments are set quarterly and the assessment rate was .640 (annual) basis points for all four quarters in 2013 and .620 (annual) basis points for the first two quarters of 2014. These assessments will continue until the FICO bonds mature in 2017 through 2019.

Restrictions on transactions with affiliates

The Bank is subject to sections 23A and 23B of the Federal Reserve Act, or FRA, and the Federal Reserve’s Regulation W, as made applicable to state nonmember banks by section 18(j) of the FDIA. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the Bank, and, in our case, includes, among others, our Chairman and sole shareholder, James W. Ayers, and the various business entities he controls. Accordingly, transactions between the Bank, on the one hand, and the Company or any affiliates, on the other hand, will be subject to a number of restrictions. Sections 23A and 23B of the FRA impose restrictions and limitations on the Bank from engaging in certain types of transactions between the Bank, on the one hand, and the Company or any affiliates, on the other hand, including making extensions of credit to, or the issuance of a guarantee or letter of credit on behalf of, the Company or other affiliates, the purchase of, or investment in, stock or other securities thereof, the taking of such securities as collateral for loans, and the purchase of assets of the Company or other affiliates. Such restrictions and limitations prevent the Company or other affiliates from borrowing from the Bank unless the loans are secured by marketable obligations of designated amounts. Furthermore, such secured loans and investments by the Bank to or in the Company or to or in any other non-banking affiliate are limited, individually, to ten percent (10%) of the Bank’s capital and surplus, and such secured loans are limited in the aggregate to twenty percent (20%) of the Bank’s capital and surplus.

All such transactions must be on terms that are no less favorable to the Bank than those that would be available from nonaffiliated third parties. Moreover, state banking laws impose restrictions on affiliate transactions similar to those imposed by federal law. Federal Reserve policies also forbid the payment by bank subsidiaries of management fees which are unreasonable in amount or exceed the fair market value of the services rendered or, if no market exists, actual costs plus a reasonable profit.

Financial subsidiaries

Under the GLBA, subject to certain conditions imposed by their respective banking regulators, national and state-chartered banks are permitted to form “financial subsidiaries” that may conduct financial or incidental activities, thereby permitting bank subsidiaries to engage in certain activities that previously were impermissible. The GLBA imposes several safeguards and restrictions on financial subsidiaries, including that

 

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the parent bank’s equity investment in the financial subsidiary be deducted from the bank’s assets and tangible equity for purposes of calculating the bank’s capital adequacy. In addition, the GLBA imposed new restrictions on transactions between a bank and its financial subsidiaries similar to restrictions applicable to transactions between banks and non-bank affiliates. As of June 30, 2016, the Bank did not have any financial subsidiaries.

Loans to insiders

Loans to executive officers, directors or to any person who directly or indirectly, or acting through or in concert with one or more persons, owns, controls or has the power to vote more than 10% of any class of voting securities of a bank, which the Bank refers to as “10% Shareholders,” or to any political or campaign committee the funds or services of which will benefit those executive officers, directors, or 10% Shareholders or which is controlled by those executive officers, directors or 10% Shareholders, are subject to Sections 22(g) and 22(h) of the FRA and their corresponding regulations, which is referred to as Regulation O. Among other things, these loans must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals and certain extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire board of directors. Regulation O prohibits loans to any of those individuals where the aggregate amount exceeds an amount equal to 15% of an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank’s unimpaired capital and unimpaired surplus. Section 22(g) identifies limited circumstances in which the Bank is permitted to extend credit to executive officers.

Change in control

We are a bank holding company regulated by the Federal Reserve. Subject to certain exceptions, the CIBCA and its implementing regulations require that any individual or company acquiring “control” of a bank or bank holding company, either directly or indirectly, give the Federal Reserve 60 days’ prior written notice of the proposed acquisition. If within that time period the Federal Reserve has not issued a notice disapproving the proposed acquisition, extended the period for an additional period up to 90 days or requested additional information, the acquisition may proceed. An acquisition may be made before expiration of the disapproval period if the Federal Reserve issues written notice that it intends not to disapprove the acquisition. Acquisition of 25 percent or more of any class of voting securities constitutes control, and it is generally presumed for purposes of the CIBCA that the acquisition of 10 percent or more of any class of voting securities would constitute the acquisition of control, although such a presumption of control may be rebutted.

Also, under the CIBCA, the shareholdings of individuals and companies that are deemed to be “acting in concert” would be aggregated for purposes of determining whether such holders “control” a bank or bank holding company. “Acting in concert” under the CIBCA generally means knowing participation in a joint activity or parallel action towards the common goal of acquiring control of a bank or a bank holding company, whether or not pursuant to an express agreement. The manner in which this definition is applied in individual circumstances can vary and cannot always be predicted with certainty. Many factors can lead to a rebuttable presumption of acting in concert, including where: (i) the shareholders are commonly controlled or managed; (ii) the shareholders are parties to an oral or written agreement or understanding regarding the acquisition, voting or transfer of control of voting securities of a bank or bank holding company; (iii) the shareholders are immediate family members; or (iv) both a shareholder and a controlling shareholder, partner, trustee or management official of such shareholder own equity in the bank or bank holding company.

Furthermore, under the BHCA and its implementing regulations, and subject to certain exceptions, any company would be required to obtain Federal Reserve approval prior to obtaining control of a bank or bank holding company. Control under the BHCA exists where a company acquires 25 percent or more of any class of

 

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voting securities, has the ability to elect a majority of a bank holding company’s directors, is found to exercise a “controlling influence” over a bank or bank holding company’s management and policies, and in certain other circumstances. There is a presumption of non-control for any holder of less than 5% of any class of voting securities. In addition, in 2008 the Federal Reserve issued a policy statement on equity investments in banks and bank holding companies, which sets out circumstances under which a minority investor would not be deemed to control a bank or bank holding company for purposes of the BHCA. Among other things, the 2008 policy statement permits a minority investor to hold up to 24.9% (or 33.3% under certain circumstances) of the total equity (voting and non-voting combined) and have at least one representative on the company’s board of directors (with two directors permitted under certain circumstances).

Community Reinvestment Act

The Community Reinvestment Act, or CRA, and its corresponding regulations are intended to encourage banks to help meet the credit needs of their service areas, including low and moderate-income neighborhoods, consistent with safe and sound operations. These regulations provide for regulatory assessment of a bank’s record in meeting the credit needs of its service area. Federal banking agencies are required to make public a rating of a bank’s performance under the CRA. The federal banking agencies consider a bank’s CRA rating when a bank submits an application to establish banking centers, merge, or acquire the assets and assume the liabilities of another bank. In the case of a bank holding company, the CRA performance record of all banks involved in the merger or acquisition are reviewed in connection with the filing of an application to acquire ownership or control of shares or assets of a bank or to merge with any other financial holding company. An unsatisfactory record can substantially delay, block or impose conditions on the transaction. The Bank received a satisfactory rating on its most recent CRA assessment.

Branching

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, or Riegle-Neal Act, provides that adequately capitalized and managed bank holding companies are permitted to acquire banks in any state. Previously, under the Riegle-Neal Act, a bank’s ability to branch into a particular state was largely dependent upon whether the state “opted in” to de novo interstate branching. Many states did not “opt-in,” which resulted in branching restrictions in those states. The Dodd-Frank Act amended the Riegle-Neal legal framework for interstate branching to permit national banks and state banks to establish branches in any state if that state would permit the establishment of the branch by a state bank chartered in that state. Under current Tennessee law, our bank may open branch offices throughout Tennessee with the prior approval of the TDFI. All branching remains subject to applicable regulatory approval and adherence to applicable legal requirements.

Anti-money laundering and economic sanctions

The USA PATRIOT Act provides the federal government with additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. By way of amendments to the BSA, the USA PATRIOT Act imposed new requirements that obligate financial institutions, such as banks, to take certain steps to control the risks associated with money laundering and terrorist financing.

Among other requirements, the USA PATRIOT Act and implementing regulations require banks to establish anti-money laundering programs that include, at a minimum:

 

 

internal policies, procedures and controls designed to implement and maintain the bank’s compliance with all of the requirements of the USA PATRIOT Act, the BSA and related laws and regulations;

 

 

systems and procedures for monitoring and reporting of suspicious transactions and activities;

 

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designated compliance officer;

 

 

employee training;

 

 

an independent audit function to test the anti-money laundering program;

 

 

procedures to verify the identity of each client upon the opening of accounts; and

 

 

heightened due diligence policies, procedures and controls applicable to certain foreign accounts and relationships.

Additionally, the USA PATRIOT Act requires each financial institution to develop a client identification program (CIP) as part of the Bank’s anti-money laundering program. The key components of the CIP are identification, verification, government list comparison, notice and record retention. The purpose of the CIP is to enable the financial institution to determine the true identity and anticipated account activity of each client. To make this determination, among other things, the financial institution must collect certain information from clients at the time they enter into the client relationship with the financial institution. This information must be verified within a reasonable time through documentary and non-documentary methods. Furthermore, all clients must be screened against any CIP-related government lists of known or suspected terrorists. Financial institutions are also required to comply with various reporting and recordkeeping requirements. The Federal Reserve and the FDIC consider an applicant’s effectiveness in combating money laundering, among other factors, in connection with an application to approve a bank merger or acquisition of control of a bank or bank holding company.

Likewise, the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, is responsible for helping to ensure that United States entities do not engage in transactions with the subjects of U.S. sanctions, as defined by various Executive Orders and Acts of Congress. Currently, OFAC administers and enforces comprehensive U.S. economic sanctions programs against certain specified countries/regions. In addition to the country/region-wide sanctions programs, OFAC also administers complete embargoes against individuals and entities identified on OFAC’s list of Specially Designated Nationals and Blocked Persons (“SDN List”). The SDN List includes over 7000 parties that are located in many jurisdictions throughout the world, including in the United States and Europe. The Bank is responsible for determining whether any potential and/or existing clients appear on the SDN List or are owned or controlled by a person on the SDN List. If any client appears on the SDN List or is owned or controlled by a person or entity on the SDN List, such client’s account must be placed on hold and a blocking or rejection report, as appropriate and if required, must be filed within 10 business days with OFAC. In addition, if a client is a citizen of, has provided an address in, or is organized under the laws of any country or region for which OFAC maintains a comprehensive sanctions program, the Bank must take certain actions with respect to such clients as dictated under the relevant OFAC sanctions program. The Bank must maintain compliance with OFAC by implementing appropriate policies and procedures and by establishing a recordkeeping system that is reasonably appropriate to administer the Bank’s compliance program. The Bank has adopted policies, procedures and controls to comply with the BSA, the USA PATRIOT Act and OFAC regulations.

Regulatory enforcement authority

Federal and state banking laws grant substantial enforcement powers to federal and state banking regulators. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to initiate injunctive actions against banking organizations and “institution-affiliated parties,” such as management, employees and agents. In general, these enforcement actions may be initiated for violations of laws, regulations and orders of regulatory authorities, or unsafe or unsound practices. Other actions or inactions, including filing false, misleading or untimely reports with

 

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regulatory authorities, may provide the basis for enforcement action. When issued by a banking regulator, cease-and-desist and similar orders may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A bank may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions determined to be appropriate by the ordering regulatory agency.

Federal home loan bank system

The Bank is a member of the Federal Home Loan Bank of Cincinnati, which is one of 12 regional Federal Home Loan Banks (FHLBs). Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from funds deposited by member institutions and proceeds from the sale of consolidated obligations of the FHLB system. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the FHLB.

As a member of the FHLB of Cincinnati, the Bank is required to own capital stock in the FHLB in an amount generally at least equal to 0.20% (or 20 basis points) of the Bank’s total assets at the end of each calendar year, plus 4.5% of its outstanding advances (borrowings) from the FHLB of Cincinnati under the activity-based stock ownership requirement. These requirements are subject to adjustment from time to time. On June 30, 2016, the Bank was in compliance with this requirement.

Privacy and data security

Under the GLBA, federal banking regulators adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to nonaffiliated third parties. The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to nonaffiliated third parties. The GLBA also directed federal regulators, including the FDIC, to prescribe standards for the security of consumer information. The Bank is subject to such standards, as well as standards for notifying clients in the event of a security breach.

Consumer laws and regulations

The Bank is also subject to other federal and state consumer laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth below is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Check Clearing for the 21st Century Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Fair and Accurate Transactions Act, the Servicemembers Civil Relief Act, the Military Lending Act, the Mortgage Disclosure Improvement Act, and the Real Estate Settlement Procedures Act, among others. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with consumers when offering consumer financial products and services.

Rulemaking authority for these and other consumer financial protection laws transferred from the prudential regulators to the CFPB on July 21, 2011. In some cases, regulators such as the Federal Trade Commission and the U.S. Department of Justice also retain certain rulemaking or enforcement authority. The CFPB also has broad authority to prohibit unfair, deceptive and abusive acts and practices (UDAAP), and to investigate and penalize financial institutions that violate this prohibition. While the statutory language of the Dodd-Frank Act sets forth the standards for acts and practices that violate the prohibition on UDAAP, certain aspects of these standards are untested, and thus it is currently not possible to predict how the CFPB will exercise this authority. In addition, consumer compliance examination authority remains with the prudential regulators for smaller depository institutions ($10 billion or less in total assets).

 

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The Dodd-Frank Act also authorized the CFPB to establish certain minimum standards for the origination of residential mortgages, including a determination of the borrower’s ability to repay. Under the Dodd-Frank Act, financial institutions may not make a residential mortgage loan unless they make a “reasonable and good faith determination” that the consumer has a “reasonable ability” to repay the loan. The act allows borrowers to raise certain defenses to foreclosure but provides a full or partial safe harbor from such defenses for loans that are “qualified mortgages.” On January 10, 2013, the CFPB published final rules to, among other things, specify the types of income and assets that may be considered in the ability-to-repay determination, the permissible sources for verification, and the required methods of calculating the loan’s monthly payments. Since then the CFPB made certain modifications to these rules. The rules extend the requirement that creditors verify and document a borrower’s “income and assets” to include all “information” that creditors rely on in determining repayment ability. The rules also provide further examples of third-party documents that may be relied on for such verification, such as government records and check-cashing or funds-transfer service receipts. The new rules were effective beginning on January 10, 2014. The rules also define “qualified mortgages,” imposing both underwriting standards—for example, a borrower’s debt-to-income ratio may not exceed 43%—and limits on the terms of their loans. Points and fees are subject to a relatively stringent cap, and the terms include a wide array of payments that may be made in the course of closing a loan. Certain loans, including interest-only loans and negative amortization loans, cannot be qualified mortgages.

Other Dodd-Frank Act reforms

Volcker Rule

The Volcker Rule generally prohibits a “banking entity” (which includes any insured depository institution, such as the Bank, or any affiliate or subsidiary of such depository institution, such as the Company) from (i) engaging in proprietary trading and (ii) acquiring or retaining any ownership interest in, sponsoring, or engaging in certain transactions with, a “covered fund”. Both the proprietary trading and covered fund-related prohibitions are subject to a number of exemptions and exclusions. The Volcker Rule became effective by statute in July 2012, and on December 10, 2013, five federal regulators including the FDIC and the Federal Reserve jointly adopted the final regulations to implement the Volcker Rule. The final regulations contain exemptions for, among others, market making, risk-mitigating hedging, underwriting, and trading in U.S. government and agency obligations and also permit certain ownership interests in certain types of funds to be retained. They also permit the offering and sponsoring of funds under certain conditions. In addition, the final regulations impose significant compliance and reporting obligations on banking entities.

The final regulations became effective on April 1, 2014, and banking entities were required to conform their proprietary trading activities and investments in and relationships with covered funds that were in place after December 31, 2013 by July 21, 2015. For those banking entities whose investments in and relationships with covered funds were in place prior to December 31, 2013 (“legacy covered funds”), the Volcker Rule conformance period was recently extended by the Federal Reserve to July 21, 2017 for such legacy covered funds. In addition, the Federal Reserve has also indicated its intention to grant two additional one-year extensions of the conformance period to July 21, 2017, for banking entities to conform ownership interests in and sponsorship of activities of collateralized loan obligations, or CLOs, that are backed in part by non-loan assets and that were in place as of December 31, 2013.

Executive compensation and corporate governance

The Dodd-Frank Act requires public companies to include, at least once every three years, a separate non-binding “say on pay” vote in their proxy statement by which shareholders may vote on the compensation of the public company’s named executive officers. In addition, if such public companies are involved in a merger, acquisition, or consolidation, or if they propose to sell or dispose of all or substantially all of their assets,

 

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shareholders have a right to an advisory vote on any golden parachute arrangements in connection with such transaction (frequently referred to as “say-on-golden parachute” vote). Other provisions of the act may impact our corporate governance. For instance, the act requires the SEC to adopt rules prohibiting the listing of any equity security of a company that does not have an independent compensation committee; and requiring all exchange-traded companies to adopt clawback policies for incentive compensation paid to executive officers in the event of accounting restatements based on material non-compliance with financial reporting requirements.

Future legislative developments

Various legislative acts are from time to time introduced in Congress and the Tennessee legislature. This legislation may change banking statutes and the environment in which we operate in substantial and unpredictable ways. We cannot determine the ultimate effect that potential legislation, if enacted, or implementing regulations and interpretations with respect thereto, would have our financial condition or results of operations.

 

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Management’s discussion and analysis of financial condition and results of operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected historical consolidated financial data” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Risk factors,” “Cautionary note regarding forward-looking statements” and elsewhere in this prospectus, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements.

Overview

We are a bank holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned bank subsidiary, FirstBank, the third largest bank headquartered in Tennessee, based on total assets. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, North Alabama, and North Georgia. Our footprint includes 45 full-service bank branches serving the following MSAs Nashville, Chattanooga, Knoxville, Memphis, Jackson, and Huntsville (AL) and 12 community markets throughout Tennessee. FirstBank also provides mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States and national internet delivery channel.

We operate through two segments, community banking and mortgage banking. We generate most of our revenue in our community banking segment from interest on loans and investments, loan-related fees, mortgage originations, investment services and deposit-related fees and, in our mortgage banking segment, from origination fees and gains on sales in the secondary market of mortgage loans that we originate outside our community banking footprint or through our internet delivery channels and from servicing. Our primary source of funding for our loans is deposits, and to a lesser extent Federal Home Loan Bank advances and other borrowings.

The following discussion and analysis is intended to assist readers in their analysis and understanding of our consolidated financial statements and selected financial information appearing in this prospectus and should be read in conjunction therewith. This discussion and analysis presents our financial condition and results of operations on a consolidated basis, unless otherwise specified.

Acquisition of Northwest Georgia Bank

On September 18, 2015, we completed our acquisition of Northwest Georgia Bank, which we refer to as NWGB, pursuant to the Agreement and Plan of Merger dated April 27, 2015. We acquired the stock of NWGB for $1.5 million in cash. NWGB was a 110-year old institution with six branches, serving clients in Chattanooga, Tennessee MSA, including northern Georgia. We acquired net assets with a fair value of approximately $272 million, which includes a bargain purchase gain of $2.8 million, loans with a fair value of approximately $79 million, and assumed liabilities of approximately $268 million, including deposits with a fair value of approximately $246 million. At the acquisition date, $4.9 million of core deposit intangible assets were recorded.

Our balance sheet as of December 31, 2015 and June 30, 2016 reflects the assets and liabilities we acquired from NWGB. Our results of operations for the year ended December 31, 2015 and the six months ended June 30,

 

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2016 reflect our operation of NWGB from September 18, 2015 through the end of the year and the full six month period, which did not materially impact our results of operation for the year ended December 31, 2015. Additionally, we recorded merger and conversion related charges totaling $2.1 million and $3.5 million for the six months ended June 30, 2016 and the year ended December 31, 2015, respectively. The acquisition of NWGB is not significant for financial statement reporting purposes. See Note 2, “Acquisition of Northwest Georgia Bank” in the Notes to the consolidated financial statements for additional details regarding the acquisition.

Key factors affecting our business

Economic conditions

Our business and financial performance are affected by economic conditions generally in the United States and more directly in the markets where we primarily operate. The significant economic factors that are most relevant to our business and our financial performance include the general economic conditions in the U.S. and in our markets, unemployment rates, real estate markets and interest rates.

The United States economy expanded by 1.2% at an annual rate in the second quarter of 2016, due primarily to positive contributions from personal consumption expenditures (PCE), nonresidential fixed income, residential fixed investment, and state and local government spending. This expansion follows the growth experienced in 2014, which followed modest growth in 2013. Unemployment rates decreased slightly, following a pattern of continuous decline. According to the U.S. Bureau of Labor Statistics, the seasonally adjusted unemployment rate at June 30, 2016 was 4.9% compared to 5.0% at December 30, 2015, 5.6% at December 31, 2014, 6.7% at December 31, 2013 and 7.9% for December 31, 2012. The Federal Reserve Board has maintained very accommodative monetary policy conditions through a 25 basis points to 50 basis points federal funds target, and quantitative easing programs designed to reduce longer tenor rates. Interest rates remain low by historical standards, but are expected to increase, and general economic conditions are supportive of growth.

Existing home sales in the United States, as indicated by the National Association of Realtors, showed solid growth to a seasonally adjusted annual rate of 5.6 million as of June 30, 2016, compared to the rolling twelve months ended 5.3 million as of December 31, 2015, 4.9 million for the rolling twelve months ended December 31, 2014 and 5.1 million for the rolling twelve months ended December 31, 2013. New home sales have increased to a seasonally adjusted annual rate of 592 thousand as of June 2016, from 538 thousand as of December 31, 2015, 492 thousand for the year ended December 31, 2014 as well as increased compared to 441 thousand for the year ended December 31, 2013. Home values, as indicated by the seasonally adjusted Case-Shiller 20 city index, showed an increase of 5.24% from May 31, 2015 to May 31, 2016. Bankruptcy filings, per the U.S. Court Statistics, also improved with total filings down 8.5% for the year ended December 31, 2015, compared to the same period in 2014, with business filings down 5.4% and personal filings down 9.4%, for the year ending December 31, 2015, compared to the same period in 2014.

According to the Beige Book published by the Federal Reserve Board in July 2016, overall economic activity in the Sixth Federal Reserve District (which includes Florida, Georgia, Tennessee, Alabama and parts of Mississippi and Louisiana) remains positive as most businesses anticipate higher growth in the near term. Reports across sectors were mostly optimistic and most business contacts expect modest near-term growth. Retailer reports were mixed, with soft sales from international visitors and strong domestic results. Merchants expect sales to remain relatively flat over the next few months. Hospitality contacts experienced slightly softer activity and expect the trend to continue through the summer. Home sales were positive, with steady growth and an uptick in construction activity that is expected to continue. Commercial real estate activity improved modestly on the whole, but varies by metropolitan area. Manufacturers reported slower business activity, with new orders and production levels markedly lower. Bankers noted continuing availability of credit and an improved credit quality among borrowers. Hiring grew at a modest pace for most sectors, with some difficulty in finding workers in

 

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high-demand fields including information technology, transportation, healthcare, compliance and construction. Oil and gas firms continued with layoffs due to low prices. Businesses reported non-labor cost increases and modest wage growth.

The economy in the state of Tennessee continued to see improvements as well, according to the U.S. Bureau of Economic Analysis. The unemployment rate, as indicated by the U.S. Bureau of Labor Statistics, improved to 4.1% as of June 30, 2016, down from 5.7% of June 30, 2015. Nashville continued to maintain a stable unemployment rate of 4.0% as of June 30, 2016, down from 4.2% as of December 31, 2015 and 4.8% as of December 31, 2014.

Interest rates

Net interest income is the largest contributor to our net income and is the difference between the interest and fees earned on interest-earning assets (usually loans and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (usually deposits and borrowings). The level of net interest income is primarily a function of the average balance of interest-earning assets, the average balance of interest-bearing liabilities and the spread between the yield on such assets and the rate on such liabilities. These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the Federal Reserve Board and market interest rates.

The cost of our deposits and short-term wholesale borrowings is largely based on short-term interest rates, which are primarily driven by the Federal Reserve Board’s actions. The yields generated by our loans and securities are typically driven by short-term and long-term interest rates, which are set by the market or, at times, by the Federal Reserve Board’s actions. The level of net interest income is therefore influenced by movements in such interest rates and the pace at which such movements occur. Since 2012, short-term and long-term interest rates have remained at very low levels by historical standards, with many benchmark rates, such as the federal funds rate and one- and three-month LIBOR, near zero. Further declines in the yield curve or a decline in longer-term yields relative to short-term yields (a flatter yield curve) would have an adverse impact on our net interest margin and net interest income.

The Federal Reserve Board continues to maintain a highly accommodative monetary policy, and we expect interest rates to remain relatively low throughout 2016. However, the low interest rate environment likely will not continue in the long term. Continued rate increases may have the effect of decreasing our mortgage origination and our general mortgage banking profitability. For additional information regarding our interest rate risks factors and management, see “Risk management: Interest rate sensitivity” in this section below and “Risk factors: Risks related to our business.”

Credit trends

We focus on originating quality loans and have established loan approval policies and procedures to assist us in upholding the overall credit quality of our loan portfolio. However, credit trends in the markets in which we operate and in our loan portfolio can materially impact our financial condition and performance and are primarily driven by the economic conditions in our markets.

Credit quality improved during 2015 compared to 2014 and 2013 largely driven by the improvement in the macro-economic factors discussed above. This improvement in credit quality led to a decline in the level of our nonperforming assets and classified loans. Our nonperforming assets for the year ended December 31, 2015 were $20.5 million, decreasing from $26.1 million and $38.9 million for the years ended December 31, 2014 and 2013, respectively. The percentage of total nonperforming loans to loans also decreased to 0.71% for the year

 

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ended December 31, 2015, compared against 1.21% and 2.12% for 2014 and 2013, respectively. Our classified loans, excluding loans acquired in connection with the acquisition of NWGB, also improved due to favorable credit trends, decreasing our total substandard loans to $27.1 million and $46.0 million at December 31, 2015 and 2014, respectively, while loans totaling $64.6 million were classified substandard at December 31, 2013.

Overall credit trends continued to build on the improvements in 2015 into the first half of 2016, with nonperforming assets and substandard loans decreasing to $18.3 million and $41.7 million in the first half of 2016, as compared to $20.5 million and $48.5 million as of December 31, 2015, respectively. The percentage of total nonperforming loans to loans decreased in the first half of 2016 to 0.66% from 0.71% as of December 31, 2015.

Although we have recently experienced favorable credit trends through 2015 and currently expect these trends to continue through the remainder of 2016, we are sensitive to credit quality risks in our commercial real estate, commercial and industrial, and construction loan portfolios due to our concentration of loans in these categories. For additional information regarding credit quality risk factors for our Company, see “Risk management—Credit risk” in this section below and “Risk factors: Risks related to our business.”

Competition

Our profitability and growth are affected by the highly competitive nature of the financial services industry. We compete with commercial banks, savings banks, credit unions, non-bank financial services companies and other financial institutions operating within the areas we serve, particularly with national and regional banks that often have more resources than we do to invest in growth and technology and community banks with strong local ties, all of which target the same clients we do. Recently, we have seen increased competitive pressures on loan rates and terms and increased competition for deposits. Continued loan pricing pressure may continue to affect our financial results in the future.

For additional information, see “Business: Our markets,” “Business: Competition” and “Risk factors: Risks related to our business.”

Regulatory trends

We are subject to extensive regulation and supervision, which continue to evolve as the legal and regulatory framework governing our operations continues to change. The current operating environment also has heightened supervisory expectations in areas such as consumer compliance, the Bank Secrecy Act and anti-money laundering compliance, risk management and internal audit. As a result of these heightened expectations, we expect to incur additional costs for additional compliance, risk management and audit personnel or professional fees associated with advisors and consultants.

As described further under “Business: Supervision and regulation,” we are subject to a variety of laws and regulations, including the Dodd-Frank Act. The Dodd-Frank Act is complex, and many aspects of it are subject to final rulemaking that continues to emerge. Implementation of the Dodd-Frank Act will continue to impact our earnings through higher compliance costs and imposition of new restrictions on our business. The Dodd-Frank Act may also continue to have a material adverse impact on the value of certain assets and liabilities held on our balance sheet. The ultimate impact of the Dodd-Frank Act on our business will depend on regulatory interpretation and rulemaking as well as the success of any of our actions to mitigate the negative impacts of certain provisions. Key parts of the Dodd-Frank Act that will specifically impact our business include the repeal of a previous prohibition against payment of interest on demand deposits, the implementation of the Basel III capital adequacy standards, a change in the basis for FDIC deposit insurance assessments, substantial revisions to the regulatory regime applicable to the mortgage market, and enhanced emphasis on consumer protection generally.

See also “Risk factors: Risks related to the business environment and our industry.”

 

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Factors affecting comparability of financial results

S Corporation status

Since 2001, we have elected to be taxed for U.S. federal income tax purposes as an S Corporation. As a result, our net income has not been subject to, and we have not paid, U.S. federal income tax, and we have not been required to make any provision or recognize any liability for U.S. federal income tax in our financial statements. While we are not subject to and have not paid U.S. federal income tax, we are subject to, and have paid, Tennessee state excise tax. The consummation of this offering will result in the termination of our status as an S Corporation and in our taxation as a C Corporation for U.S. federal income tax purposes following this offering. Upon the termination of our status as an S Corporation, we will commence paying U.S. federal income tax on our pre-tax net income for each year (including the short year beginning on the date our status as an S Corporation terminates), and our financial statements will reflect a provision for U.S. federal income tax. As a result of this change, the net income and earnings per share data presented in our historical financial statements and the other financial information set forth in this prospectus (unless otherwise specified), which do not include any provision for U.S. federal income tax, will not be comparable with our future net income and earnings per share in periods after we commence to be taxed as a C Corporation, which will be calculated by including a provision for U.S. federal income tax.

The termination of our status as an S Corporation may also affect our financial condition and cash flows. Historically, we have made quarterly cash distributions to our shareholder in amounts estimated by us to be sufficient for him to pay his estimated individual U.S. federal income tax liability resulting from our taxable income that was “passed through” to him. However, these distributions have not been consistent, as sometimes the distributions have been in excess of the shareholder’s estimated individual U.S. federal income tax liability resulting from his ownership of our shares. In addition, these estimates have been based on individual U.S. federal income tax rates, which may differ from the rates imposed on the income of C Corporations. Once our status as an S Corporation terminates, no income will be “passed through” to any shareholders, but, as noted above, we will commence paying U.S. federal income tax. However, the amounts that historically we have distributed to the shareholder are not indicative of the amount of U.S. federal income tax that we will be required to pay after we commence to be taxed as a C Corporation. Depending on our effective tax rate and our future dividend rate, our future cash flows and financial condition could be positively or adversely affected compared to our historical cash flows and financial condition.

Furthermore, deferred tax assets and liabilities will be recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of our existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming a C Corporation will be recognized in income in the quarter such change takes place. This difference between the financial statement carrying amounts of assets and liabilities and their respective tax bases would have been recorded as a net deferred tax liability of $15.1 million if it had been recorded on our balance sheet as of June 30, 2016, as a net deferred tax liability of $4.3 million if it had been recorded on our balance sheet as of December 31, 2015, as a net deferred tax asset of $5.2 million if it had been recorded on our balance sheet as of December 31, 2014 and as a net deferred tax asset of $11.4 million if it had been recorded on our balance sheet as of December 31, 2013.

Public company costs

Following the completion of this offering, we expect to incur additional costs associated with operating as a public company, hiring additional personnel, enhancing technology and expanding our capabilities. We expect

 

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that these costs will include legal, regulatory, accounting, investor relations and other expenses that we did not incur as a private company. Sarbanes-Oxley, as well as rules adopted by the U.S. Securities and Exchange Commission, or SEC, the FDIC and national securities exchanges requires public companies to implement specified corporate governance practices that are currently inapplicable to us as a private company. In addition, due to regulatory changes in the banking industry and the implementation of new laws, rules and regulations, we will be subject to higher regulatory compliance costs. These additional rules and regulations will increase our legal, regulatory, accounting and financial compliance costs and will make some activities more time-consuming.

Overview of recent financial performance

Results of operation

Our financial performance over the last three years primarily reflects the success of our growth strategies and the continued economic improvement in our markets, as described above. As a result, we have improved our net income and profitability over each of the last three years. Our net income increased by 47.4% in 2015 to $47.9 million from $32.5 million in 2014. This increase followed a 20.8% increase in net income in 2014 from net income of $26.9 million in 2013. Our net income represented a return on average assets, or ROAA, of 1.86%, 1.40% and 1.22% and in 2015, 2014 and 2013, respectively, and a return on average shareholder’s equity, or ROAE, of 20.91%, 15.94%, and 13.98% in 2015, 2014 and 2013, respectively. Our ratio of average shareholder’s equity to average assets in 2015, 2014 and 2013 was 8.88%, 8.81% and 8.73% respectively.

These positive trends continued in the first half of 2016, as our net income increased by 33.5% to $30.4 million from $22.8 million during the first half of 2015. Our net income represented a ROAA of 2.11% and 1.86% for the six months ended June 30, 2016 and 2015, respectively, and a ROAE of 23.94% and 20.46% for the same periods. Our ratio of average shareholder’s equity to average assets in the six months ended June 30, 2016 and 2015 was 8.82% and 9.09%, respectively.

The improvement in net income has resulted from growth in both our net interest income and noninterest income, and enhanced by consistently improved net interest margins. Net interest income increased to $93.9 million in 2015 compared to $83.4 million in 2014 and $75.5 million for 2013. The increases in net interest income were attributable to loan growth, due to strong demand for our loan products and the success of our growth initiatives, including our continued expansion in the Nashville MSA and the hiring of additional bankers, and reductions in our cost of funds, due in part to our efforts to grow our noninterest bearing deposits. Our acquisition of NWGB also contributed approximately $2.0 million to net interest income in 2015. Noninterest income for 2015 compared to 2014 increased by $41.6 million, or 81.8%, primarily due to the growth of our mortgage banking business resulting from our growth initiatives and the favorable interest rate environment. Our acquisition of NWGB also contributed approximately $1.0 million to the increase. This followed a 22.8% increase in noninterest income in 2014 from noninterest income of $41.4 million in 2013. Our net interest margin, on a tax-equivalent basis, has consistently improved over the last three years, increasing to 3.97% in 2015 as compared to 3.93% in 2014 and 3.75% in 2013. Our ongoing efforts to reduce our cost of funds helped to drive the consistent improvement in our net interest margin, along with our loan growth and lower level of borrowings. Net income in 2014 was also favorably impacted by an increase of $2.0 million in gains on sales of securities. Net interest margin on a tax-equivalent basis is a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures.”

In the first half of 2016, net interest income increased to $54.3 million compared to $44.4 million in the first half of 2015, which was attributable to an increase in interest income, primarily driven by higher loan balances,

 

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and lower interest expense, primarily due to the success of our initiatives to grow our low-cost deposits and our acquisition of NWGB, including recognized accretion of the credit discount taken in purchase accounting of $2.4 million in the six months ended June 30, 2016. Noninterest income for the first half of 2016 compared to the first half of 2015 increased by $28.17 million, or 68.3%, primarily due to increased mortgage banking income driven by the continued growth of our mortgage banking business and expansion into new delivery channels. Our net interest margin, on a tax-equivalent basis, increased to 4.20% as compared to 4.02% for the six months ended June 30, 2016 and 2015, respectively, due to our continued efforts to reduce our cost of funds, loan growth and increase in loan fees and accretion associated with the acquisition of the NWGB loan portfolio.

Noninterest expense increased to $138.5 million for 2015 compared to $102.2 million and $89.6 million for 2014 and 2013, respectively. The increases primarily reflect higher personnel costs, including commissions and other compensation associated with higher head count resulting from growth in our metropolitan markets and the expansion of our mortgage banking businesses. Our acquisition of NWGB also contributed approximately $1.7 million to the overall increase. Noninterest expense also increased to $91.9 million for the six months ended June 30, 2016 compared to $61.0 million for the six months ended June 30, 2015, reflecting continued increases in personnel costs associated with our growth.

Financial condition

Our total assets grew by 19.4% in 2015 to $2.90 billion at December 31, 2015 as compared to $2.43 billion at December 31, 2014. Total assets at December 31, 2013 were $2.26 billion. Additionally, loans increased by 20.2% in 2015 to $1.70 billion at December 31, 2015, driven largely by strong demand in our markets and our growth initiatives and complemented by our acquisition of NWGB which contributed $76.6 million to our loan growth. Loans were $1.42 billion at December 31, 2014, which followed a 5.6% increase in loans in 2014 from loans of $1.34 billion at December 31, 2013. These trends continued in the first half of 2016, with loans increasing by 2.8% to $1.75 billion at June 30, 2016 as compared to December 31, 2015.

In 2015, we grew total deposits by 26.8% to $2.44 billion and noninterest bearing deposits by 43.0% to $627.0 million at December 31, 2015 from $1.92 billion and $438.4 million, respectively, at December 31, 2014. Total deposits and noninterest bearing deposits as of December 31, 2013 were $1.80 billion and $356.8 million, respectively. Noninterest bearing deposits as a percentage of total deposits increased to 25.7% at December 31, 2015 from 22.8% and 19.8% at December 31, 2014 and 2013, respectively, due in part to our continued focus on reducing our cost of funds by growing noninterest bearing deposits from commercial and other clients, including as a result of the growth of our cash management services. The acquisition of NWGB contributed 10.4%, or $253.1 million, and 7.5%, or $46.8 million, of the total deposit growth and noninterest bearing deposit growth, respectively, from December 31, 2014 to December 31, 2015. Noninterest bearing deposits as a percentage of total deposits also increased to 25.7% at December 31, 2015 from 22.8% at December 31, 2014. These trends continued in the first half of 2016, with total deposits growing by 3.1% to $2.51 billion as compared to December 31, 2015. Noninterest bearing deposits as a percentage of total deposits increased to 27.1% during the first half of 2016 from 25.7% at December 31, 2015.

Business segment highlights

As discussed, we operate our business in two business segments: community banking and mortgage banking. Both of these segments are impacted by the same key factors discussed above, with our mortgage banking segment being more sensitive to changes in interest rates. See Note 21, “Segment Reporting,” in the notes to our consolidated financial statements for a description of these business segments.

During the first quarter of 2016, management evaluated the current composition of its operating segments – Community Banking and Mortgage Banking. The primary focus of the evaluation was on capturing all of the

 

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revenue and expenses from all customer activities within the Community Banking segment’s geographic footprint. Specifically, the primary product and service that was not previously captured by the Community Banking segment related to our retail mortgage origination activities occurring within our banking geographic footprint and typically within our existing branch network. Therefore, we have reclassified the revenue and associated expenses from the retail mortgage origination activities within the banking geographic footprint into the Community Banking segment from the Mortgage Banking segment for all periods presented. Based on the review and evaluation of the revised information, our chief executive officer believes that this presentation better presents the results of each segment to enhance overall resource allocation and evaluation of the Company’s performance. Additionally, we believe that the revised results of the Community Banking segment become more comparable to other banking organizations for analysis and understanding of the Community Banking segment operating results.

As discussed above, the mortgage retail origination activities within the community banking segment contributed the following to community banking segment results:

 

      Six Months Ended
June 30,
     Year Ended December 31,  
      2016      2015      2015      2014      2013  

Mortgage banking income

   $ 13,359       $ 8,352       $ 18,718       $ 8,958         5,270   

Noninterest expense

     8,015         4,390         13,189         8,551         5,194   

Additionally, the retail mortgage product mix within our community banking segment was as follows:

 

Six Months Ended June 30, 2016    Year Ended December 31, 2015

 

LOGO

Community banking

Income before taxes increased by $9.8 million, or 47.8% in the six months ended June 30, 2016 to 30.4 million as compared to $20.6 million in the six months ended June 30, 2015. The increase reflects an improvement of $11.4 million in net interest income due to higher average loan balances driven by an improved credit environment, the overall economic climate and the implementation of our growth initiatives in addition to our acquisition of NWGB. Noninterest expense increased $12.4 million, primarily due to the investment in new branch locations and banking teams in the Nashville market and operating of NWGB for the entire period.

Income before taxes increased by $9.8 million, or 28.9%, in 2015 to $44.0 million as compared to $34.1 million in 2014. The increase reflects a $9.2 million increase in net interest income resulting from higher average loan balances outstanding during the year and overall loan origination volume driven by improved credit quality, the overall economic climate and our growth initiatives. Noninterest income increased $12.3 to $41.0 million in 2015, which includes a $2.8 million bargain purchase gain. These earnings increases were partially offset by

 

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increased noninterest expense of $12.0 million primarily due to the investment in new branch locations and banking teams in the Nashville and Huntsville markets.

Income before taxes increased by $6.1 million, or 21.8%, in 2014 to $34.1 million as compared to $28.0 million in 2013. The increase reflects an $8.1 million increase in net interest income resulting from higher average loan balances outstanding during the year and overall loan origination volume driven by improved credit quality, the overall economic climate and our growth initiatives. Continued improvement in asset quality and collections of previously charged-off loans resulted in a $2.7 million reversal of the loan loss provision in 2014 compared to a reversal of $1.5 million in 2013, increasing income before taxes by $1.2 million year over year. Noninterest income increased to $28.6 million driven primarily by a $2.0 million increase in gains on sales of securities in 2014. These earnings increases were partially offset by increased noninterest expense of $9.2 million related primarily to additional personnel and occupancy costs resulting from our growth initiative.

Mortgage banking

Income before taxes from the mortgage banking segment decreased $1.7 million in the six months ended June 30, 2016 to $2.2 million as compared to $3.9 million in the six months ended June 30, 2015. This decrease is primarily due to impairment of mortgage servicing rights during the period of $5.7 million, which is partially offset by increases in overall loan origination volume in our mortgage banking segment driven by a favorable interest rate environment and housing market. Loan originations increased $484.1 million for the six months ended June 30, 2016 to $1,762.1 million as compared to $1,278.0 million for the six months ended June 30, 2015. Noninterest income increased $18.3 million to $41.3 million for the six months ended June 30, 2016 as compared to $22.9 for the six months ended June 30, 2015, reflecting the significant increased activity in loan originations and sales. The increase in noninterest income was offset by an $18.5 million increase in noninterest expense, which includes the one-time impairment of mortgage servicing rights mentioned above.

Income before taxes from the mortgage banking segment increased significantly for the year ended 2015 to $6.9 million as compared to $631 thousand in 2014. This increase in income before taxes was primarily driven by increases in loan origination volume within our retail mortgage channel outside of our community banking footprint, third party origination and consumer direct internet delivery channels. The increase in loan origination volume within our retail mortgage channel outside of our community banking footprint and third party origination channels is primarily the result of the hiring of experienced loan officers in each of these channels to expand our market reach and penetration as well as increases in overall loan originations across our markets, driven by a favorable interest rate environment and housing market. Loan originations from our consumer direct internet channel benefitted from organic growth since 2014, as well as the general increase in loan origination volumes. The amount of mortgages originated to be sold increased to $2,757.5 million in 2015 compared to $1,156.2 million in 2014, due to the reasons discussed above. Increased profit margins were a secondary driver of improved earnings. Net interest income increased $1.3 million and noninterest income increased $29.3 million, reflecting the significant increased activity in loan originations and sales. The increase in noninterest income was offset by a $24.4 million increase in noninterest expenses primarily as a rule of increased personnel and occupancy cost related to the loan origination growth noted above, increased variable compensation costs and expenses related to the consumer direct delivery channel.

Income before taxes decreased by 20.4% in 2014 to $631 thousand as compared to $793 thousand in 2013. Noninterest income increased $3.5 million, reflecting higher activity in mortgage loan originations and sales and beginning to retain servicing rights in 2014. The increase in noninterest income was largely offset by a $3.4 million increase in noninterest expenses reflecting higher commissions and other compensation costs as well as higher occupancy costs, in each case associated with the increase in the level of mortgage sales activity and expansion. The amount of mortgages originated and sold into the secondary market, which was approximately

 

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99% of the mortgages we originated, increased to $1,156.2 million in 2014 from $829.9 million in 2013, driving increases in both gains on sales of mortgages and in personnel and occupancy costs.

Results of operation

Throughout the following discussion of our operating results, we present our net interest income, net interest margin and efficiency ratio on a fully tax-equivalent basis. The fully tax-equivalent basis adjusts for the tax-favored status of net interest income from certain loans and investments. We believe this measure to be the preferred industry measurement of net interest income, which enhances comparability of net interest income arising from taxable and tax-exempt sources. The adjustment to convert certain income to a tax-equivalent basis consists of dividing tax exempt income by one minus the combined federal and state income tax rate of 39.225%. Please refer to the discussion in “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures” for a reconciliation of these fully tax-equivalent measures to the most directly comparable GAAP financial measures.

Net interest income

Our net interest income is primarily affected by the interest rate environment, and by the volume and the composition of our interest-earning assets and interest-bearing liabilities. We utilize net interest margin, which represents net interest income divided by average interest-earning assets, to track the performance of our investing and lending activities. We earn interest income from interest, dividends and fees earned on interest-earning assets, as well as from amortization and accretion of discounts on acquired loans. Our interest-earning assets include loans, time deposits in other financial institutions and securities available for sale. We incur interest expense on interest-bearing liabilities, including interest-bearing deposits, borrowings and other forms of indebtedness as well as from amortization of premiums on purchased deposits. Our interest-bearing liabilities include deposits, advances from the FHLB, other borrowings and other liabilities.

Six months ended June 30, 2016 compared to six months ended June 30, 2015

Net interest income increased 22.2% to $54.3 million in the six months ended June 30, 2016 compared to $44.4 million in the six months ended June 30, 2015. On a tax-equivalent basis, net interest income increased $9.9 million to $55.4 million in the six months ended June 30, 2016 as compared to $45.5 million in the six months ended June 30, 2015. The increase in tax-equivalent net interest income in the six months ended June 30, 2016 was primarily driven by higher loan balances, and lower interest expense, primarily due to the success of our initiatives to grow our low-cost deposits and our acquisition of NWGB, including recognized accretion of the credit discount taken in purchase accounting of $2.4 million in the six months ended June 30, 2016.

Interest income, on a tax-equivalent basis, was $60.0 million for the six months ended June 30, 2016, compared to $49.9 million for the six months ended June 30, 2015, an increase of $10.2 million. The two largest components of interest income are loan income and investment income. Loan income consists primarily of interest earned on our loan portfolio. Investment income consists primarily of interest earned on our investment portfolio. Loan income, on a tax-equivalent basis, increased $10.2 million to $47.1 million from $36.9 million for the six months ended June 30, 2015 primarily due to increased loan balances of $298.5 million in addition to $2.4 million in accretion on loans purchased in our acquisition of NWGB, $1.5 million of which was due to pay-offs on purchased credit impaired loans and the reversal of the associated credit discounts on those loans. The tax-equivalent yield on loans was 5.51%, up 27 basis points from the six months ended June 30, 2015. The increase in yield was primarily due to accretion on loans purchased from NWGB, which yielded 0.28%, in addition to increased loan fees.

 

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The components of our loan yield, a key driver to our NIM for the six months ended June 30, 2016 and 2015 were as follows:

 

      As of June 30, 2016      As of June 30, 2015  
            (unaudited)             (unaudited)  
(dollars in thousands)    Interest
income
     Average
yield
     Interest
income
     Average
yield
 

Loan yield components:

           

Contractual interest rate on loans held for investment

   $ 40,757         4.76%       $ 34,204         4.85%   

Origination and other loan fee income

     3,074         0.36%         2,310         0.33%   

Accretion of accretable yield

     923         0.11%                 0.00%   

Accretion due to prepayments

     1,458         0.17%                 0.00%   

Syndication fee income

     825         0.10%         315         0.05%   

Tax equivalent adjustment

     111         0.01%         103         0.01%   
  

 

 

 

Total loan yield

   $ 47,148         5.51%       $ 36,932         5.24%   

 

 

For the six months ended June 30, 2016, interest income on loans held for sale decreased by $0.3 million compared to the six months ended June 30, 2015. The decrease was primarily driven by a decrease in yield of $0.8 partially offset by the growth in volume of $0.5 million. For the six months ended June 30, 2016, investment income, on a tax-equivalent basis, increased slightly to $8.4 million for the six months ended June 30, 2016 compared to $8.2 million for the six months ended June 30, 2015. The average balance in the investment portfolio in the six months ended June 30, 2016 was $592.5 million compared to $599.0 million in the six months ended June 30, 2015. The decline in the balance is driven by the use of investment cash flow to fund loan growth.

Interest expense was $4.6 million for the six months ended June 30, 2016, an increase of $0.2 million, or 4.9%, as compared to the six months ended June 30, 2015. The increase in interest expense was due primarily to an increase in deposit interest expense due to the growth in deposits. Interest expense on deposits was $3.5 million and $3.1 million for the six months ended June 30, 2016 and 2015, respectively. The cost of total deposits was 0.28% and 0.32% for the six months ended June 30, 2016 and 2015, respectively. The cost of interest-bearing deposits was 0.38% and 0.42% for the same periods. The primary driver for the increase in total interest expense is the increase in money market interest expense to $1.0 million from $0.6 million for the six months ended June 30, 2016 and 2015, respectively, driven by an increase in rate and balances. The rate on money markets was 0.35%, up 5 basis points from six months ended June 30, 2015. Meanwhile, time deposit interest expense declined $0.1 million to $0.8 million from the six months ended June 30, 2015. The rate on time deposits was 0.49%, down 11 basis points from the six months ended June 30, 2015 due to the lower renewal rate of maturing accounts. Time deposit balances increased $32.1 million to $330.5 million from $298.4 million during the six months ended June 30, 2016. The acquisition of NWGB contributed $42.4 in time deposits as of June 30, 2016, while the legacy time deposit portfolio increased $70.8 million from June 30, 2015. The increase in time deposits from June 30, 2015 is a result of restructuring an IRA savings product to a time deposit product during the second quarter of 2016, the average balance of which was $75.7 million for the six months ended June 30, 2016. Interest expense on borrowings was $1.1 and $1.3 million for the six months ended June 30, 2016 and 2015, respectively, while the cost of total borrowings was 1.57% and 1.09% for the six months ended June 30, 2016 and 2015, respectively. For more information about our outstanding subordinated debentures, refer to the discussion in this section under the heading “Financial condition: Borrowed funds.”

Our net interest margin, on a tax-equivalent basis, increased to 4.20% during the six months ended June 30, 2016 from 4.02% in the six months ended June 30, 2015, primarily as a result of our continued efforts to reduce our cost of funds, loan growth and benefits from our acquisition of NWGB. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve.

 

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Average balance sheet amounts, interest earned and yield analysis

The table below shows the average balances, income and expense and yield rates of each of our interesting-earning assets and interest-bearing liabilities on a tax-equivalent basis, if applicable, for the periods indicated.

 

      Six months ended June 30,
(unaudited)
 
     2016      2015  
(dollars in thousands on tax-equivalent basis)   

Average

balances(1)

   

Interest

income/

expense

    

Average

yield/

rate

    

Average

balances

   

Interest

income/

expense

    

Average

yield/

rate

 

Interest-earning assets:

               

Loans(2)(4)

   $ 1,720,545        47,148         5.51%       $ 1,422,040      $ 36,932         5.24%   

Loans held for sale

     264,166        4,153         3.16%         233,570        4,474         3.86%   

Securities:

               

Taxable

     513,516        5,870         2.30%         522,967        5,882         2.27%   

Tax-exempt(4)

     78,998        2,550         6.49%         76,049        2,366         6.27%   
  

 

 

 

Total Securities(4)

     592,514        8,420         2.86%         599,016        8,248         2.78%   
  

 

 

 

Federal funds sold

     12,905        31         0.48%         8,822        24         0.55%   

Interest-bearing deposits with other financial institutions

     57,432        149         0.52%         11,667        67         1.16%   

FHLB stock

     6,528        132         4.07%         6,528        132         4.08%   
  

 

 

 

Total interest earning assets(4)

     2,654,090        60,033         4.55%         2,281,643        49,877         4.41%   
  

 

 

 

Noninterest Earning Assets:

               

Cash and due from banks

     47,900              38,242        

Allowance for loan losses

     (24,590           (29,088     

Other assets(3)

     215,472              177,040        
  

 

 

         

 

 

      

Total noninterest earning assets

     238,782              186,194        
  

 

 

         

 

 

      

Total assets

   $ 2,892,872            $ 2,467,837        
  

 

 

         

 

 

      

Interest-bearing liabilities:

               

Interest bearing deposits:

               

Time deposits

   $ 330,455      $ 803         0.49%       $ 298,399      $ 889         0.60%   

Money market

     571,022        980         0.35%         414,239        615         0.30%   

Negotiable order of withdrawals

     718,705        1,330         0.37%         620,656        1,163         0.38%   

Savings deposits

     202,779        376         0.37%         171,481        440         0.52%   
  

 

 

 

Total interest bearing deposits

     1,822,961        3,489         0.38%         1,504,775        3,107         0.42%   
  

 

 

 

Other interest-bearing liabilities:

               

FHLB advances

     15,183        259         3.43%         19,418        329         3.42%   

Other borrowings

     88,403        46         0.10%         178,818        54         0.06%   

Long-term debt

     41,005        827         4.06%         41,005        915         4.50%   
  

 

 

 

Total other interest-bearing liabilities

     144,591        1,132         1.57%         239,241        1,298         1.09%   
  

 

 

 

Total Interest-bearing liabilities

   $ 1,967,552      $ 4,621         0.47%       $ 1,744,016      $ 4,405         0.51%   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Noninterest bearing liabilities:

               

Demand deposits

   $ 641,538            $ 470,575        

Other liabilities

     28,637              28,867        
  

 

 

         

 

 

      

Total noninterest-bearing liabilities

     670,175              499,442        
  

 

 

         

 

 

      

Total liabilities

     2,637,727              2,243,458        

Shareholder’s equity

     255,145              224,379        
  

 

 

         

 

 

      

Total liabilities and shareholder’s equity

   $ 2,892,872            $ 2,467,837        
  

 

 

         

 

 

      

Net interest income (tax-equivalent basis)

     $ 55,412            $ 45,472      
    

 

 

         

 

 

    

Interest rate spread (tax-equivalent basis)

          4.16%              3.99%   

Net interest margin (tax-equivalent basis)

          4.20%              4.02%   

Average interest-earning assets to average interesting-bearing liabilities

          134.9%              130.8%   

 

 

 

(1)   Calculated using daily averages.

 

(2)   Average balances of nonaccrual loans are included in average loan balances. Loan fees of $3,899 and $2,625 and accretion of $2,381 and $0 are included in interest income in the six months ended June 30, 2016 and 2015 respectively.

 

(3)   Includes investments in premises and equipment, foreclosed assets, interest receivable, deposit base intangible, goodwill and other miscellaneous assets.

 

(4)   Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent adjustment amounts included in the above table were $1.1 million and $1.0 million for the six months ended June 30, 2016 and 2015, respectively.

 

(5)   The net interest margin is calculated by dividing net interest income, on a tax-equivalent basis, by average total earning assets.

 

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Year ended December 31, 2015 compared to year ended December 31, 2014

Net interest income increased 12.6% to $93.9 million for the year ended December 31, 2015 compared to $83.4 million for the year ended December 31, 2014. On a tax-equivalent basis, net interest income increased $10.4 million to $95.9 million for the year ended December 31, 2015 as compared to $85.5 million for the year ended December 31, 2014. The largest factor contributing to the growth in net interest income for the year ended December 31, 2015 was the $149.4 million increase in average loans resulting from strong demand for loans in our markets. The strong demand is due to continued improvements in our national and local economic climate and the success of our growth initiatives, including our continued expansion into the Nashville MSA and the hiring of additional bankers. Specifically, the year ended December 31, 2015 also includes interest income from loans generated by our residential loan team hired in April 2014 for all of 2015.

Interest income, on a tax-equivalent basis, was $104.8 million for the year ended December 31, 2015, compared to $95 million for the year ended December 31, 2014, an increase of $9.8 million. The two largest components of interest income are loan income and investment income. Loan income consists primarily of interest earned on our loan portfolio. Investment income consists primarily of interest earned on our investment portfolio. Loan income, on a tax-equivalent basis, increased $6.4 million to $78.3 million from $71.9 million for the year ended December 31, 2015 primarily due to increased average loan balances of $149.4 million in addition to loan syndication fee income of $0.7 million and $0.2 million in accretion of the accretable yield on loans purchased in our acquisition of NWGB. The tax-equivalent yield on loans was 5.12% for the year ended December 31, 2015, down 9 basis points from the year ended December 31, 2014. The decrease in yield was primarily due to new loan originations at lower current interest rates than maturing loans originated during a slightly higher interest rate environment. The components of our loan yield for the years ended December 31, 2015 and 2014 were as follows:

 

      Year Ended December 31,  
     2015      2014  
(dollars in thousands)    Interest
income
     Average
yield
     Interest
income
     Average
yield
 

Loan yield components

           

Contractual interest rate on loans held for investment

     72,772         4.76%         67,283         4.88%   

Origination and other loan fee income

     4,356         0.28%         4,368         0.32%   

Accretion of accretable yield

     254         0.02%                 0.00%   

Accretion due to prepayments

                             0.00%   

Syndication fee income

     690         0.05%                 0.00%   

Tax equivalent adjustment

     203         0.01%         218         0.01%   
  

 

 

 

Total loan yield

     78,275         5.12%         71,869         5.21%   

 

 

For the year ended December 31, 2015, interest income on loans held for sale increased by $6.2 million compared to the year ended December 31, 2014. The increase was primarily driven by the growth in volume of $5.7 million. For the year ended December 31, 2015, investment income, on a tax-equivalent basis, decreased $2.8 million to $16.4 million from $19.2 million for the year ended December 31, 2014. The average balance in the investment portfolio for the year ended December 31, 2015 was $611.6 million compared to $668.4 million for the year ended December 31, 2014. The decline in the balance is driven by the use of investment cash flow to fund loan growth.

Interest expense was $8.9 million for the year ended December 31, 2015; a decrease of $0.6 million, or 6.3%, as compared to the year ended December 31, 2014. The decrease in interest expense was due primarily to a decline in deposit interest expense. Interest expense on deposits was $6.3 million and $6.7 million for the years ended December 31, 2015 and 2014, respectively. The cost of total deposits was 0.30% and 0.36% for the years

 

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ended December 31, 2015 and 2014, respectively. The cost of interest-bearing deposits was 0.40% and 0.46% for the same periods. The primary driver for the decline in total interest expense is the decrease in time deposit expense to $1.6 million from $2.5 million for the years ended December 31, 2015 and 2014, respectively, driven by a decline in rate and balances. The rate on time deposits was 0.51%, down 23 basis points for the year ended December 31, 2014 due to the lower renewal rate of maturing accounts. Time deposit balances decreased $30.3 million to $303.4 million from $333.7 million due to disciplined pricing. Interest expense on borrowings was $0.8 million and $1.0 million for the years ended December 31, 2015 and 2014, respectively, while the cost of total borrowings was 0.39% and 0.50% for the years ended December 31, 2015 and 2014, respectively. For more information about our outstanding subordinated debentures, refer to the discussion in this section under the heading “Financial condition: Borrowed funds.”

Our net interest margin, on a tax-equivalent basis, increased to 3.97% for the year ended December 31, 2015 from 3.93% for the year ended December 31, 2014, primarily as a result of our continued efforts to reduce our cost of funds and our strong loan growth. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve.

Year ended December 31, 2014 compared to year ended December 31, 2013

Net interest income increased 10.5% to $83.4 million in 2014 compared to $75.5 million in 2013. On a tax-equivalent basis, net interest income increased $7.9 million to $85.5 million in 2014 compared to $77.6 million in 2013. The increase in tax-equivalent net interest income in 2014 was the result of a $5.8 million increase in tax-equivalent interest income and a $2.1 million decline in interest expense. The largest factor contributing to the growth in net interest income in 2014 was the $101.2 million increase in average loans resulting from strong demand for loans in our markets. The strong demand is due to continued improvements in our national and local economic climate and the success of our growth initiatives, including our continued expansion into the Nashville MSA and the hiring of additional bankers. Specifically, 2014 includes our residential loan team hired in April, 2014. This increase in average loans was partially offset by the $45.4 million decrease in average securities, as the cash flow from our investment portfolio was primarily used to fund our loan growth rather than investing in securities.

 

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Interest income, on a tax-equivalent basis, was $95.0 million for 2014 compared to $89.2 million for 2013, an increase of $5.8 million. This increase in interest income, on a tax-equivalent basis, is due primarily to the increase in average loans of $101.2 million, partially offset by the $45.4 million decrease in average securities. In 2014, loan income, on a tax-equivalent basis, increased $3.7 million to $71.9 million from $68.2 million for 2013. The tax-equivalent yield on loans was 5.21%, down 12 basis points from 2013. The decline in yield was primarily due to the replacement of higher rate maturing loans with new or renewed loans at current market rates, which are generally lower due to the current interest rate environment. The components of our loan yield for the years ended December 31, 2014 and 2013 were as follows:

 

      Year Ended December 31,  
     2014      2013  
(dollars in thousands)    Interest
income
     Average
yield
     Interest
income
     Average
yield
 

Loan yield components

           

Contractual interest rate on loans held for investment

     67,283         4.88%         63,600         4.98%   

Origination and other loan fee income

     4,368         0.32%         3,626         0.28%   

Syndication fee income

             0.00%         600         0.05%   

Tax equivalent adjustment

     218         0.02%         329         0.02%   
  

 

 

 

Total loan yield

     71,869         5.21%         68,155         5.33%   

 

 

In 2014, investment income, on a tax-equivalent basis, increased $1.0 million to $19.2 million from $18.2 million for 2013. The average balance in the investment portfolio in 2014 decreased $45.4 million to $668.4 million compared to $713.8 million in 2013 driven by the use of portfolio cash flow to fund loan growth. The tax-equivalent yield on the investment portfolio in 2014 was 2.87%, up 31 basis points from 2013. The increase in yield was primarily a result of the decline in premium amortization due to the industry decline in mortgage pre-payment spreads.

Interest expense was $9.5 million for 2014, a decrease of $2.1 million, or 18.0%, as compared to 2013. The decrease in interest expense was due primarily to our lower cost of funds resulting from lower deposit rates, which reduced interest expense by $1.7 million in 2014. In addition, the mix of interest-bearing liabilities changed with the replacement of higher cost time deposits and borrowed funds with lower-cost deposits, further decreasing interest expense. The increase in the average balance of liabilities was due primarily to an increase in average noninterest bearing demand deposits of $54.0 million, with increases in average interest-bearing liabilities of $39.2 million also contributing to this increase. Interest expense on deposits was $6.7 million and $8.6 million for 2014 and 2013, respectively. The cost of total deposits was 0.36% and 0.48% for 2014 and 2013, respectively. The cost of interest-bearing deposits was 0.46% and 0.59% for the same periods. Interest expense on borrowings was $2.8 million and $3.1 million 2014 and 2013, respectively, while the cost of total borrowings was 1.2% and 1.5% for 2014 and 2013, respectively.

Our net interest margin, on a tax-equivalent basis, increased to 3.93% during 2014 from 3.75% in 2013. Our net interest margin in 2014 benefited from our ongoing efforts to reduce our cost of funds by growing our low-cost deposits as well as our higher level of loans and lower level of borrowings.

 

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Average balance sheet amounts, interest earned and yield analysis

The table below shows the average balances, income and expense and yield rates of each of our interesting-earning assets and interest-bearing liabilities on a tax-equivalent basis, if applicable, for the periods indicated.

 

     Year ended December 31,  
    2015     2014     2013  

(dollars in thousands on tax-

equivalent basis)

 

Average

balances(1)

   

Interest

income/

expense

   

Average

yield/

rate

   

Average

balances

   

Interest

income/

expense

   

Average

yield/

rate

   

Average

balances

   

Interest

income/

expense

   

Average

yield/

rate

 

Interest-earning assets:

                 

Loans(2)

  $ 1,528,719      $ 78,275        5.12%      $ 1,379,346      $ 71,869        5.21%      $ 1,278,195      $ 68,155        5.33%   

Loans held for sale

    250,237        9,651        3.86%        102,509        3,487        3.40%        61,408        2,417        3.94%   

Securities:

                 

Taxable

    537,762        11,783        2.19%        591,329        14,375        2.43%        640,866        13,563        2.12%   

Tax-exempt(4)

    73,871        4,620        6.25%        77,084        4,825        6.26%        72,912        4,679        6.42%   
 

 

 

 

Total Securities(4)

    611,633        16,403        2.68%        668,413        19,200        2.87%        713,778        18,242        2.56%   
 

 

 

 

Federal funds sold

    8,969        51        0.57%        8,020        45        0.56%        5,919        30        0.51%   

Interest-bearing deposits with other financial institutions

    10,508        155        1.48%        10,156        137        1.35%        5,076        139        2.74%   

FHLB stock

    6,692        262        3.92%        6,528        262        4.01%        6,233        263        4.22%   
 

 

 

 

Total interest earning assets(4)

    2,416,758        104,797        4.34%        2,174,972        95,000        4.37%        2,070,609        89,246        4.31%   
 

 

 

 

Noninterest Earning Assets:

                 

Cash and due from banks

    45,987            35,629            35,674       

Allowance for loan losses

    (28,688         (33,102         (35,298    

Other assets(3)

    143,838            133,798            134,279       
 

 

 

       

 

 

       

 

 

     

Total noninterest earning assets

    161,137            136,325            134,655       
 

 

 

       

 

 

       

 

 

     

Total assets

  $ 2,577,895          $ 2,311,297          $ 2,205,264       
 

 

 

       

 

 

       

 

 

     

Interest-bearing liabilities:

                 

Interest bearing deposits:

                 

Time deposits

  $ 303,354      $ 1,559        0.51%      $ 333,680      $ 2,483        0.74%      $ 389,166      $ 4,217        1.08%   

Money market

    455,271        1,477        0.32%        389,152        1,050        0.27%        368,796        1,036        0.28%   

Negotiable order of withdrawals

    621,630        2,327        0.37%        575,500        2,265        0.39%        528,491        2,239        0.42%   

Savings deposits

    183,307        929        0.51%        162,063        926        0.57%        157,754        1,062        0.67%   
 

 

 

 

Total interest bearing deposits

    1,563,562        6,292        0.40%        1,460,395        6,724        0.46%        1,444,207        8,554        0.59%   
 

 

 

 

Other interest-bearing liabilities:

                 

FHLB advances

    17,885        608        3.40%        25,320        868        3.43%        29,176        1,083        3.71%   

Other borrowings

    187,630        184        0.10%        167,653        106        0.06%        140,746        150        0.11%   

Long-term debt

    41,003        1,826        4.45%        41,005        1,815        4.43%        41,005        1,819        4.44%   
 

 

 

 

Total other interest-bearing liabilities

    246,518        2,618        1.06%        233,978        2,789        1.19%        210,927        3,052        1.45%   
 

 

 

 

Total Interest-bearing liabilities

    1,810,080        8,910        0.49%        1,694,373        9,513        0.56%        1,655,134        11,606        0.70%   
 

 

 

 

Noninterest-bearing liabilities:

                 

Demand deposits

    519,273            393,846            339,811       

Other liabilities

    19,698            19,463            17,859       
 

 

 

       

 

 

       

 

 

     

Total noninterest-bearing liabilities

    538,971            413,309            357,670       
 

 

 

       

 

 

       

 

 

     

Total liabilities

    2,349,051            2,107,682            2,012,804       

Shareholder’s equity

    228,844            203,615            192,460       
 

 

 

       

 

 

       

 

 

     

Total liabilities and shareholder’s equity

  $ 2,577,895          $ 2,311,297          $ 2,205,264       
 

 

 

       

 

 

       

 

 

     

Net interest income(4)

    $ 95,887          $ 85,487          $ 77,640     
   

 

 

       

 

 

       

 

 

   

Interest rate spread(4)

        3.93%            3.91%            3.72%   

Net interest margin(5)

        3.97%            3.93%            3.75%   

Average interest-earning assets to average interest-bearing liabilities

        133.5%            128.4%            125.1%   

 

 

 

(1)   Calculated using daily averages.

 

(2)   Average balances of nonaccrual loans are included in average loan balances. Loan fees of $5,046, $4,368 and $4,226 and accretion of $290, $0 and $0 are included in interest income in 2015, 2014 and 2013, respectively.

 

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(3)   Includes investments in premises and equipment, foreclosed assets, interest receivable, deposit base intangible, goodwill and other miscellaneous assets.

 

(4)   Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate of 39.225% and, where applicable, state income tax to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent adjustment amounts included in the above table were $2,015 million, $2,111 million and $2,164 million for the years ended December 31, 2015, 2014 and 2013, respectively.

 

(5)   The net interest margin is calculated by dividing net interest income, on a tax-equivalent basis, by average total earning assets.

Rate/volume analysis

The tables below present the components of the changes in net interest income for the six months ended June 30, 2016 and 2015 and each of the years ended December 31, 2015, 2014 and 2013. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volumes and changes due to rates, with the changes in both volumes and rates allocated to these two categories based on the proportionate absolute changes in each category.

Six months ended June 30, 2016 compared to six months ended June 30, 2015

 

      Six months ended June 30, 2016 compared  to
six months ended June 30, 2015

due to changes in
(unaudited)
 
(in thousands on a tax-equivalent basis)    volume     rate    

Net increase

(decrease)

 

Interest-earning assets:

      

Loans(1)(2)

   $ 8,180      $ 2,036      $ 10,216   

Loans held for sale

     481        (802     (321

Securities available for sale and other securities:

      

Taxable

     (108     96        (12

Tax Exempt(2)

     95        89        184   

Federal funds sold and balances at Federal Reserve Bank

     10        (3     7   

Time deposits in other financial institutions

     119        (37     82   

FHLB stock

                     
  

 

 

 

Total interest income(2)

     8,777        1,379        10,156   

Interest-bearing liabilities:

      

Time deposits

     78        (164     (86

Money market

     269        96        365   

Negotiable order of withdrawal accounts

     181        (14     167   

Savings deposits

     58        (122     (64

FHLB advances

     (72     2        (70

Other borrowings

     (47     39        (8

Long-term debt

            (88     (88
  

 

 

 

Total interest expense

     467        (251     216   
  

 

 

 

Change in net interest income(2)

   $ 8,310      $ 1,630      $ 9,940   

 

 

 

(1)   Average loans are gross, including non-accrual loans and overdrafts (before deduction of net fees and allowance for loan losses). Loan fees of $3,899 and $2,625 and accretion of $2,381 and $0 are included in interest income in the six months ended June 30, 2016 and 2015 respectively.

 

(2)   Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis.

 

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As discussed above, the $9.9 million increase in loan and loans held for sale interest income during the six months ended June 30, 2016 compared to June 30, 2015 was the primary driver of the $9.9 increase in net interest income. The increase in loan interest income was driven by an increase in average loans of $298.5 million, or 21.0%, to $1.72 billion as of June 30, 2016, as compared to $1.42 billion as of June 30, 2015. Our loan growth during the period was driven by growth in our metropolitan markets, primarily in the Nashville MSA, resulting from the investment in new locations and banking teams and improving economic conditions in addition to the acquisition of NWGB. The increase in average loans held for sale of $30.6 million was the result of an increase in mortgage loan officers and the growth of our internet delivery channel.

Year ended December 31, 2015 compared to year ended December 31, 2014

 

      Year ended December 31, 2015 compared to
year ended December 31, 2014 due
to changes in
 
(in thousands on a tax-equivalent basis)    volume     rate    

Net increase

(decrease)

 

Interest-earning assets:

      

Loans(1)

   $ 7,648      $ (1,242   $ 6,406   

Loans held for sale

     5,697        467        6,164   

Securities available for sale and other securities:

      

Taxable

     (1,174     (1,418     (2,592

Tax Exempt(2)

     (201     (4     (205

Federal funds sold and balances at Federal Reserve Bank

     5        1        6   

Time deposits in other financial institutions

     5        13        18   

FHLB stock

     6        (6       
  

 

 

 

Total interest income(2)

     11,986        (2,189     9,797   

Interest-bearing liabilities:

      

Time deposits

     (156     (768     (924

Money market

     215        212        427   

Negotiable order of withdrawal accounts

     173        (111     62   

Savings deposits

     108        (105     3   

FHLB advances

     (253     (7     (260

Other borrowings

     20        58        78   

Long-term debt

            11        11   
  

 

 

 

Total interest expense

     107        (710     (603
  

 

 

 

Change in net interest income(2)

   $ 11,879      $ (1,479   $ 10,400   

 

 

 

(1)   Average loans are gross, including non-accrual loans and overdrafts (before deduction of net fees and allowance for loan losses). Loan fees of $5,046 and $4,368 are included in interest income in the year ended December 31, 2015 and 2014, respectively.

 

(2)   Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis.

As discussed above, the $12.6 million increase in loans and loans held for sale interest income for the year ended December 31, 2015 compared to the year ended December 31, 2014 was the primary driver of the $10.4 million increase in net interest income. The increase in loan interest income was driven by an increase in average loans of $149.4 million, or 10.8%, to $1.5 billion as of December 31, 2015, as compared to $1.38 billion as of December 31, 2014. Our loan growth during the period was driven by growth in our metropolitan markets, primarily in the Nashville MSA, resulting from the investment in new locations and banking teams and improving economic conditions in addition to the acquisition of NWGB. The increase in loans held for sale of $147.7 million was the result of an increase in mortgage loan officers and the growth of our internet delivery channel.

 

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Year ended December 31, 2014 compared to year ended December 31, 2013

 

      Year ended December 31, 2014 compared  to
year ended December 31, 2013 due to
changes in
 
(in thousands on a tax-equivalent basis)    volume     rate    

Net increase

(decrease)

 

Interest-earning assets:

      

Loans(1)(2)

   $ 5,270      $ (1,556   $ 3,714   

Loans held for sale

     1,398        (328     1,070   

Securities available for sale and other securities:

      

Taxable

     (1,204     2,016        812   

Tax Exempt(2)

     261        (115     146   

Federal funds sold and balances at Federal Reserve Bank

     12        3        15   

Time deposits in other financial institutions

     69        (71     (2

FHLB stock

     12        (13     (1
  

 

 

 

Total interest income(2)

     5,818        (64     5,754   

Interest-bearing liabilities:

      

Time deposits

     (413     (1,321     (1,734

Money market

     55        (41     14   

Negotiable order of withdrawal accounts

     185        (159     26   

Savings deposits

     25        (161     (136

FHLB advances

     (132     (83     (215

Other borrowings

     17        (61     (44

Long-term debt

            (4     (4
  

 

 

 

Total interest expense

     (263     (1,830     (2,093
  

 

 

 

Change in net interest income(2)

   $ 6,081      $ 1,766      $ 7,847   

 

 

 

(1)   Average loans are gross, including non-accrual loans and overdrafts (before deduction of net fees and allowance for loan losses). Loan fees of $4,368 and $4,227 are included in interest income in 2014 and 2013, respectively.

 

(2)   Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis.

As noted previously, the growth in average loans and loans held for sale was the primary driver for the $7.8 million increase in 2014 net interest income. The $101.2 million growth in average loans resulted predominantly from our growth in the Nashville MSA, resulting from our continued expansion and the favorable economic conditions in this market. The $41.1 million increase in loans held for sale was primarily driven by an increase in mortgage loan officers, the addition of internet delivery channel and favorable interest rates. Net interest income was further improved by the decline in interest expense, resulting primarily from the decrease in time deposit rates and the change in funding mix. Management’s focus on growing our core deposits resulted in the growth of average noninterest-bearing deposits of $54.0 million, primarily in the Nashville MSA. The decline in average time deposits under this strategy was $55.5 million and occurred in virtually all of our markets with the largest declines being in the Nashville MSA and our West Tennessee community markets.

Provision for loan losses

The provision for loan losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for loan losses at a level that is believed to be adequate to meet the inherent risks of losses in our loan portfolio. Factors considered by management in determining the amount of the provision for loan losses include the internal risk rating of individual credits, historical and

 

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current trends in net charge-offs, trends in nonperforming loans, trends in past due loans, trends in the market values of underlying collateral securing loans and the current economic conditions in the markets in which we operate. The determination of the amount is complex and involves a high degree of judgment and subjectivity.

Six months ended June 30, 2016 compared to six months ended June 30, 2015.    Our reversal of the provision for loan losses for the six months ended June 30, 2016 was $0.8 million as compared to a provision for loan losses of $0.2 million for the six months ended June 30, 2015, reflecting our stable operating environment and consistent credit quality throughout the first half of 2016.

Year ended December 31, 2015 compared to year ended December 31, 2014.    Our reversal of the provision for loan losses for the year ended December 31, 2015 was $3.1 million as compared 2.7 million for the year ended December 31, 2014, reflecting our improved credit quality and a decrease in troubled loans throughout 2015.

Year ended December 31, 2014 compared to year ended December 31, 2013.    Our reversal of the provision for loan losses for 2014 was $2.7 million as compared to $1.5 million in 2013. The 2014 provision for loan losses reflects our relatively stable operating environment and consistent credit quality improvement throughout the year.

Noninterest income

Our noninterest income includes gains on sales of mortgage loans, fees on mortgage loan originations, loan servicing fee and hedging results fees generated from deposit services, securities gains and all other noninterest income.

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

 

     Six months ended
June 30,
(unaudited)
    Year ended December 31,  
(in thousands)   2016     2015     2015     2014     2013  

Mortgage banking income

  $ 54,636      $ 31,287      $ 70,190      $ 31,135      $ 23,968   

Service charges on deposit accounts

    4,259        3,364        7,389        7,333        6,924   

ATM and interchange

    3,942        2,938        6,536        5,633        5,234   

Bargain purchase gain

                  2,794                 

Gain on sale of securities

    3,991        1,795        1,844        2,000        34   

Net (loss) gain on sales or write-downs of foreclosed assets

    (142     62        (317     132        225   

Other

    2,705        1,777        3,944        4,569        5,001   
 

 

 

 

Total noninterest income

    69,391        41,223      $ 92,380      $ 50,802      $ 41,386   

 

 

Six months ended June 30, 2016 compared to six months ended June 30, 2015

Noninterest income was $69.4 million for the six months ended June 30, 2016, an increase of $28.17 million, or 68.3%, as compared to $41.2 million for the six months ended June 30, 2015. Noninterest income to average assets (excluding any gains or losses from sale of securities) was 2.3% in the six months ended June 30, 2016 as compared to 1.6% in the six months ended June 30, 2015.

Mortgage banking income primarily includes origination fees on mortgage loans, gains and losses on the sale of mortgage loans, fees from wholesale and third party origination services provided to community banks and mortgage companies and mortgage servicing fees. Mortgage banking income was $54.6 million and $31.3

 

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million for the six months ended June 30, 2016 and 2015, respectively. Originations of mortgage loans to be sold totaled $1,762.1 million for the six months ended June 30, 2016 as compared to $1,278.0 million for the six months ended June 30, 2015. The increase in originations of mortgage loans to be sold is due to increased volume in our retail and third party origination channels as well as the expansion of the consumer direct delivery channel and a favorable interest rate environment. The margin on the origination and sales of mortgage loans was 2.84% for the six months ended June 30, 2016 compared to 2.37% for the six months ended June 30, 2015. The increase is primarily due to a favorable interest rate environment and improved execution, including increased securitization activity. The components of mortgage banking income for the six months ended June 30, 2016 and 2015 were as follows:

 

      Six months ended June 30,
(unaudited)
 
(in thousands)    2016      2015  

Mortgage banking income:

     

Origination and sales of mortgage loans

   $ 49,985       $ 30,235   

Mortgage servicing income

     4,651         1,052   
  

 

 

 

Total mortgage banking income

   $ 54,636       $ 31,287   
  

 

 

    

 

 

 

Origination volume

   $ 1,762,143       $ 1,278,004   

Outstanding principal balance of mortgage loans serviced

   $ 4,023,151       $ 1,399,162   

 

  

 

 

    

 

 

 

Mortgage banking income attributable to our community banking segment was $13.4 million and $8.4 million for the six months ended June 30, 2016 and 2015, respectively, and mortgage banking income attributable to our mortgage banking segment was $41.3 million and $22.9 million for the six months ended June 30, 2016 and 2015, respectively.

Service charges on deposit accounts include analysis and maintenance fees on accounts, per item charges, non-sufficient funds and overdraft fees. Service charges on deposit accounts were $4.3 million, an increase of $0.9 million or 26.6% for the six months ended June 30, 2016, compared to $3.4 million for the six months ended June 30, 2015. The increase in service charges on deposit accounts in the six months ended June 30, 2016 was primarily the result of deposit account growth driven by our acquisition of NWGB.

ATM and interchange fees include debit card interchange, ATM and other consumer fees. Other charges and fees increased 34.2% to $3.9 million during the six months ended June 30, 2016 as compared to $2.9 million for the six months ended June 30, 2015 as a result of increased debit card fees from continued growth in client usage of debit cards experienced by most financial institutions.

Gains on sales of securities for the six months ended June 30, 2016 were $4.0 million, resulting from the sale of approximately $269.0 million in securities, compared to gains on sales of securities for the six months ended June 30, 2015 of $1.8 million. The gains are attributable to management taking advantage of portfolio structuring opportunities to lock in current gains while maintaining comparable interest rates and maturities and to fund current loan growth.

Net loss on sales or write-downs of foreclosed assets for the six months ended June 30, 2016 was $142 thousand compared to a net gain of $62 thousand for the six months ended June 30, 2015. This change was the result of specific sales and valuation transactions of other real estate.

Other noninterest income for the six months ended June 30, 2016 was $2.7 million as compared to other noninterest income of $1.8 million for the six months ended June 30, 2015. This $0.9 million increase in other noninterest income was partially due to a $0.4 million loss incurred on the dissolution of a limited partnership in the six months ended June 30, 2015 in addition to increased miscellaneous income items associated with our overall growth.

 

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Year ended December 31, 2015 compared to year ended December 31, 2014

Noninterest income was $92.4 million for the year ended December 31, 2015, an increase of $41.6 million, or 81.8%, as compared to $50.8 million for the year ended December 31, 2014. Our acquisition of NWGB also contributed $1.0 million to this increase. Noninterest income to average assets (excluding any gains or losses from sale of securities) was 3.6% for the year ended December 31, 2015 as compared to 2.2% for the year ended December 31, 2014.

Mortgage banking income was $70.2 million and $31.1 million for the years ended December 31, 2015 and 2014, respectively. Originations of mortgage loans to be sold totaled $2,757.5 million for the year ended December 31, 2015 as compared to $1,156.2 million for the year ended December 31, 2014. The increase in originations of mortgage loans to be sold is due to origination increases in our retail and third party origination channels as well as the expansion of the consumer direct delivery channel and a favorable interest rate environment. The margin on the origination and sales of mortgage loans was 2.41% for the year ended December 31, 2015, as compared to 2.66% for the year ended December 31, 2014. The slight decline is primarily due to the increase in ConsumerDirect, a more compressed margin delivery channel, as a percentage of total originations. The components of mortgage banking income for the years ended December 31, 2015 and 2014 were as follows:

 

      Year Ended December 31,  
(in thousands)    2015      2014  

Mortgage banking income:

     

Origination and sales of mortgage loans

   $ 66,576       $ 30,794   

Mortgage servicing income

     3,614         341   
  

 

 

 

Total mortgage banking income

   $ 70,190       $ 31,135   
  

 

 

    

 

 

 

Origination volume

   $ 2,757,463       $ 1,156,187   

Outstanding principal balance of mortgage loans serviced

   $ 2,545,449       $ 522,194   

Mortgage banking income attributable to our community banking segment was $18.7 million and $9.0 million for the years ended December 31, 2015 and 2014, respectively, and mortgage banking income attributable to our mortgage banking segment was $51.5 million and $22.2 million for the years ended December 31, 2015 and 2014.

Service charges on deposit accounts include analysis and maintenance fees on accounts, per item charges, non-sufficient funds and overdraft fees. Service charges on deposit accounts were $7.4 million for the year ended December 31, 2015, remaining relatively flat from the year ended December 31, 2014.

ATM and interchange fees include debit card interchange, ATM and other consumer fees. Other charges and fees increased 16.0% to $6.5 million for the year ended December 31, 2015 as compared to $5.6 million in the year ended December 31, 2014, as a result of increased debit card fees from continued growth in client usage of debit cards.

Bargain purchase gain of $2,794 for the year ended December 31, 2015 represents the excess fair value of net assets acquired over the purchase price in our acquisition of NWGB.

Gains on sales of securities for the year ended December 31, 2015 were $1.8 million, resulting from the sale of approximately $194.6 million in securities, compared to gains on sales of securities in the year ended December 31, 2014 of $2.0 million. The gains are attributable to management taking advantage of portfolio structuring opportunities to lock in current gains while maintaining comparable interest rates and maturities and to fund current loan growth.

 

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Net loss on sales or write-downs of foreclosed assets for the year ended December 31, 2015 was $300 thousand compared to a net gain of $100 thousand for the year ended December 31, 2014. This change was the result of specific sales and valuation transactions of other real estate.

Other noninterest income for the year ended December 31, 2015 was $3.9 million as compared to other noninterest income of $4.6 million for the year ended December 31, 2014. This $0.7 million decrease in other noninterest income was partly due to a $0.4 million loss incurred on the dissolution of a limited partnership in the year ended December 31, 2015.

Year ended December 31, 2014 compared to year ended December 31, 2013

Noninterest income was $50.8 million for the year ended December 31, 2014, an increase of $9.4 million, or 22.8%, as compared to $41.4 million for 2013. Noninterest income to average assets (excluding any gains or losses from sale of securities) was 2.2% in 2014 as compared to 1.9% in 2013.

Mortgage banking income was $31.1 million and $24.0 million for the years ended December 31, 2014 and 2013, respectively. Originations of mortgage loans to be sold totaled $1,156.2 million for 2014 as compared to $829.9 million for 2013. The increase in originations of mortgage loans to be sold and the related gain on the sales in both 2014 compared to 2013 is due to continued expansion of our mortgage banking business into new markets, the addition of internet delivery channel and favorable interest rates. Mortgage servicing rights were carried at amortized cost of $6.0 million at December 31, 2014. Prior to 2014 we did not retain any servicing rights on the mortgages we originated and sold.

The margin on the origination and sales of mortgage loans was 2.66% and 2.89% for the years ended December 31, 2014 and 2013, respectively. The decline is a result of growth of the Third Party Origination and Consumer Direct delivery channels, which traditionally have tighter margins than the retail channel. The components of our mortgage banking income for the years ended December 31, 2014 and 2013 were as follows:

 

      Year Ended December 31,  
(in thousands)    2014      2013  

Mortgage banking income:

     

Origination and sales of mortgage loans

   $ 30,794       $ 23,968   

Mortgage servicing income

     341           
  

 

 

    

 

 

 

Total mortgage banking income

   $ 31,135       $ 23,968   
  

 

 

    

 

 

 

Origination volume

   $ 1,156,187       $ 829,911   

Outstanding principal balance of mortgage loans serviced

   $ 522,194       $   

Mortgage banking income attributable to our community banking segment was $9.0 million and $5.3 million for the years ended December 31, 2014 and 2013, respectively, and mortgage banking income attributable to our mortgage banking segment was $22.2 million and $18.7 million for the years ended December 31, 2014 and 2013.

Service charges on deposit accounts were $7.3 million for 2014, an increase of $0.4 million or 5.9%, over 2013. The improvements in service charges on deposit accounts in 2014 were primarily due to increased analysis fees on our commercial client accounts.

Other charges and fees increased 7.6% to $5.6 million during 2014 as compared to $5.2 million for 2013. Interchange fees on debit card transactions were the primary contributor to the increases in other charges and fees.

Gains on sales of securities for 2014 were $2.0 million, resulting from the sale of approximately $68.9 million in securities, compared to gains on sales of securities for 2013 of $34.0 thousand, resulting from the sale of

 

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approximately $0.1 million in securities. The gains on sales of securities in 2014 were primarily attributable to $1.4 million in gains resulting from beneficial portfolio structuring opportunities to lock in gains on our securities portfolio while maintaining comparable or favorable interest rates and maturities in our portfolio. In addition, we sold a trust preferred security to an entity affiliated with our sole shareholder at par plus accrued interest. We recorded other than temporary impairment in prior years and the value was recorded at $110 thousand. We requested bids from six entities plus the affiliated entity to establish a fair value for the trust preferred security. We believe that the bids received by these independent parties represent market activity, and as such, represent a fair market value for the security. We recorded a gain of $582 thousand on the sale of this security.

Net gain on sales or write-downs of foreclosed assets for the year ended December 31, 2014 was $0.1 million compare to a net gain of $0.2 million for the year ended December 31, 2013. This change was primarily attributed to differences in detail sales transactions of specific properties.

Other noninterest income for 2014 was $4.6 million, a decrease of $0.4 million from 2013, primarily driven by the collection of a lease breakage fee of $0.5 million receivable from a lessor in 2013, which did not occur in 2014.

Noninterest expense

Our noninterest expense includes primarily salaries and employee benefits expense, occupancy expense, legal and professional fees, data processing expense, FDIC insurance, advertising and promotion and foreclosed asset expense, among others. We monitor the ratio of noninterest expense to the sum of net interest income plus noninterest income, which is commonly known as the efficiency ratio.

The following table sets forth the components of noninterest expense for the periods indicated:

 

      Six months ended
June 30,
(unaudited)
     Year ended December 31,  
(in thousands)    2016      2015      2015      2014      2013  

Salaries and employee benefits

   $ 50,610       $ 38,960       $ 84,214       $ 63,863       $ 54,401   

Occupancy and fixed asset expense

     6,396         5,151         10,777         9,421         8,832   

Legal and professional fees

     1,888         1,142         3,355         3,175         2,435   

Merger and conversion expenses

     2,146         287         3,543                   

Data processing expense

     1,330         1,009         2,053         2,430         2,826   

Amortization of core deposit intangible

     1,079         806         1,731         1,613         1,726   

Amortization of mortgage servicing rights

     3,425         779         2,601         397           

Impairment of mortgage servicing rights

     5,687                 194                   

Regulatory fees and deposit insurance assessments

     1,016         915         2,190         1,938         2,150   

Foreclosed assets expense

     422         310         643         1,121         1,946   

Software license and maintenance fees

     1,858         851         1,986         1,416         1,808   

Advertising

     5,851         3,374         7,866         2,873         1,390   

Other

     10,234         7,449         17,339         13,916         12,070   
  

 

 

 

Total noninterest expense

   $ 91,942       $ 61,033       $ 138,492       $ 102,163       $ 89,584   

 

 

Six months ended June 30, 2016 compared to six months ended June 30, 2015

Noninterest expense increased by $30.9 million during the six months ended June 30, 2016 to $91.9 million as compared to $61.0 million in the six months ended June 30, 2015. This increase resulted primarily from higher

 

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salaries and employee benefits expenses in addition to the one time impairment of mortgage servicing rights and increased costs associated with our growth and acquisition of NWGB.

Salaries and employee benefits expense is the largest component of noninterest expenses representing 55.0% and 63.8% of total noninterest expense in the six months ended June 30, 2016 and 2015, respectively. During the six months ended June 30, 2016, salaries and employee benefits expense increased $11.7 million, or 29.9%, to $50.6 million as compared to $39.0 million for the six months ended June 30, 2015. The increase in the six months ended June 30, 2016 was primarily due to the $6.9 million increase in mortgage banking salaries and benefits resulting from the increase in mortgage loan origination and delivery expansion and growth of our senior management team. Salaries and employee benefits expense includes amounts earned under our three management incentive plans that are based on our total assets, tangible book value of consolidated equity and contractually-defined after-tax earnings. Aggregate salaries and employee benefits expense recognized under these incentive plans totaled $1.5 million and $1.7 million for the six months ended June 30, 2016 and 2015, respectively. As described in the “Executive compensation and other matters” section of this prospectus, we will provide certain compensation benefits to certain of our executive officers and employees in the form of restricted stock grants and other awards in connection with this offering. During the period in which these awards are granted, we expect to record approximately $3.15 million in additional compensation expense and additional ongoing compensation expense over the vesting period of these awards.

Occupancy and fixed asset expense in the six months ended June 30, 2016 was $6.4 million, an increase of $1.2 million, compared to $5.2 million for the six months ended June 30, 2015. This increase was attributable to new branch expansion in Nashville market in addition to the acquisition of NWGB.

Legal and professional fees were $1.9 million for the six months ended June 30, 2016 as compared to $1.1 million for the six months ended June 30, 2015. The increase in legal and professional fees is attributable to additional professional services related to our growth and volume of business.

Merger and conversion expenses related to the acquisition of NWGB were $2.1 million for the six months ended June 30, 2016 as compared to $0.3 million for the six months ended June 30, 2015. We estimate an additional $1.1 million in merger-related costs to be incurred through the fourth quarter of 2016 related to the acquisition of NWGB and conversion of our core system to Jack Henry Silverlake.

Data processing costs increased $0.3 million, or 31.8%, to $1.3 million for the six months ended June 30, 2016 from $1.0 million for the six months ended June 30, 2015. The increase for the six months ended June 30, 2016 was attributable to our growth and volume of transaction processing.

Amortization of intangible assets totaled $1.1 million for the six months ended June 30, 2016 compared to $0.8 million for the six months ended June 30, 2015. This amortization relates to core deposit intangible assets, which are being amortized over their useful lives. As of June 30, 2016 and 2015, these intangible assets have remaining estimated useful lives of approximately 1 year and 2 years, respectively.

Mortgage servicing rights are recognized as a separate asset on the date the corresponding mortgage loan is sold. Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortization of mortgage servicing rights is determined using the level yield method based on the expected life of the loan. These servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, prepayment speeds, market discount rates, servicing costs and other factors. Mortgage servicing rights were carried at amortized cost less impairment of $40.4 million and $16.4 million at June 30, 2016 and 2015, respectively, and amortization expense amounted to $3.4 million and $0.8 million for the six months ended June 30, 2016 and 2015, respectively. Impairment losses on mortgage servicing rights are recognized to the extent by which the unamortized cost exceeds fair value. Impairment losses on mortgage servicing rights of $5.7 million and $0 were recognized in earnings in the six months ended June 30, 2016 and 2015, respectively.

 

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Regulatory fees and deposit insurance assessments were $1.0 million for six months ended June 30, 2016, an increase of $0.1 million compared to $0.9 million for the six months ended June 30, 2015. This increase is attributable to our growth in deposits.

Expenses related to foreclosed assets for the six months ended June 30, 2016 were $422 thousand, an increase of $112 thousand compared to $310 thousand for the six months ended June 30, 2015. Legal fees related to foreclosed real estate sold was the primary driver for the increase.

Software license and maintenance fees for the six months ended June 30, 2016 were $1.9 million, an increase of $1.0 million compared to $0.9 million for the six months ended June 30, 2015.

Advertising costs for the six months ended June 30, 2016 were $5.9 million, an increase of $2.5 million compared to $3.4 million for the six months ended June 30, 2015. This increase was largely driven by the mortgage banking segment’s internet delivery channel.

Other noninterest expense for six months ended June 30, 2016 was $10.2 million, an increase of $2.8 million from the six months ended June 30, 2015, reflecting an increase of various expenses in mortgage banking activities and growth associated with the acquisition of NWGB.

Year ended December 31, 2015 compared to year ended December 31, 2014

Noninterest expense increased by $36.3 million for the year ended December 31, 2015 to $138.5 million as compared to $102.2 million for the year ended December 31, 2014. This increase resulted primarily from higher salaries and employee benefits expenses associated with the expansion of our mortgage banking business. Our acquisition of NWGB contributed $1.7 million to the overall increase.

Salaries and employee benefits expense is the largest component of noninterest expenses representing 60.8% and 62.5% of total noninterest expense for the year ended December 31, 2015 and 2014, respectively. During the year ended December 31, 2015, salaries and employee benefits expense increased $20.3 million, or 31.9%, to $84.2 million as compared to $63.9 million for the year ended December 31, 2014. The increases for the year ended December 31, 2015 were primarily due to the $18.1 million increase in mortgage banking salaries and benefits resulting from the increase in mortgage loan origination and delivery expansion. Salaries and employee benefits expense includes amounts earned under our three management incentive plans that are based on our total assets, tangible book value of consolidated equity and contractually-defined after-tax earnings. Aggregate salaries and employee benefits expense recognized under these incentive plans totaled $3.2 million and $5.8 million for the years ended December 31, 2015 and 2014, respectively.

Occupancy and fixed asset expense for the year ended December 31, 2015 was $10.8 million, an increase of $1.4 million, compared to $9.4 million in the year ended December 31, 2014. This increase was attributable to new branch expansion in the Nashville and Huntsville markets.

Legal and professional fees were $3.4 million for the year ended December 31, 2015 as compared to $3.2 million for the year ended December 31, 2014. The increase in professional fees is attributable to additional professional services related to our growth and volume of business in addition to certain merger-related costs.

Merger and conversion expenses related to the acquisition of NWGB were $3.5 million for the year ended December 31, 2015. Approximately $2.2 million was related to the termination of our existing contract with our core system service provider in conjunction our planned core conversion in the second quarter of 2016.

Data processing costs decreased $300 thousand, or 15.5%, to $2.1 million for the year ended December 31, 2015 from $2.4 million for the year ended December 31, 2014. The decrease for the year ended December 31, 2015 was attributable to a change in vendors for item transaction processing.

Amortization of core deposit intangible assets totaled $1.7 million and $1.6 million for the years ended December 31, 2015 and 2014, respectively. This amortization relates to core deposit intangible assets, which are

 

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being amortized over their useful lives. As of December 31, 2015, the intangible assets which existed prior to the acquisition of NWGB have remaining estimated useful lives of approximately 1 year. As a result of the acquisition of NWGB during the fourth quarter of 2015, we acquired $4.9 million in core deposit intangible assets, which is estimated to have a useful life of approximately 10 years.

Prior to 2014, all of our mortgage loan sales transferred servicing rights to the buyer. Beginning in the first quarter of 2014, we began retaining some servicing rights. These mortgage servicing rights are recognized as a separate asset on the date the corresponding mortgage loan is sold. Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortization of mortgage servicing rights is determined using the level yield method based on the expected life of the loan. These servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, prepayment speeds, market discount rates, servicing costs and other factors. Mortgage servicing rights were carried at cost less impairment of $29.7 million at December 31, 2015 as compared to at cost of $6.0 million at December 31, 2014. Impairment losses on mortgage servicing rights are recognized to the extent by which the unamortized cost exceeds fair value. Impairment losses on mortgage servicing rights of $194 thousand were recognized in earnings for the year ended December 31, 2015. No impairment was recognized for the year ended December 31, 2014.

Regulatory and deposit insurance assessments were $2.2 million and $1.9 million for the years ended December 31, 2015 and 2014, respectively. The increase was primarily due to an increase in deposits.

Expenses related to foreclosed assets for the year ended December 31, 2015 were $643 thousand, an increase of $478 thousand compared to the year ended December 31, 2014. Legal fees related to foreclosed real estate sold was the primary driver for the increase.

Software license and maintenance fees for the year ended December 31, 2015 were $2.0 million, an increase of $0.6 million compared to $1.4 million for the year ended December 31, 2014.

Advertising costs for the year ended December 31, 2015 were $7.9 million, an increase of $5.0 million compared to $2.9 million for December 31, 2014. This increase was largely driven by mortgage banking segment’s internet delivery channel.

Other noninterest expense for the year ended December 31, 2015 was $17.3 million, an increase of $3.4 million from the year ended December 31, 2014, reflecting an increase of various expenses in our mortgage banking activities.

Year ended December 31, 2014 compared to year ended December 31, 2013

Noninterest expense increased by $12.6 million during 2014 to $102.2 million as compared to $89.6 million in 2013. This increase resulted primarily from higher compensation expense associated with additional headcount due to continued expansion of our banking and mortgage banking businesses and higher commissions and other compensation related to higher loan production.

Salaries and employee benefits expense was 62.5% and 60.7% of total noninterest expense in 2014 and 2013, respectively. During 2014, salaries and employee benefits expense increased $9.5 million, or 17.4%, to $63.9 million as compared to $54.4 million for 2013. The increases in 2014 were primarily due to additional headcount and higher commission-based and other compensation related to increased loan production, including, in particular, from our mortgage banking business. Aggregate salaries and employee benefits expense recognized under these incentive plans totaled $5.8 million in 2014 and $2.3 million in 2013.

Occupancy and fixed asset expense in 2014 was $9.4 million, an increase of $0.6 million, compared to $8.8 million for 2013. This increase was attributable to increased occupancy costs associated with locations added in recent years as our commercial and mortgage banking businesses have expanded.

 

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Legal and professional fees were $3.2 million for 2014 as compared to $2.4 million for 2013. The increase in professional fees is attributable to additional professional services related to our growth and volume of business, as well as additional legal, accounting and consulting fees associated with compliance costs of banking and governmental regulation.

Data processing costs decreased $0.4 million, or 14.0%, to $2.4 million for 2014 from $2.8 million for 2013. The decrease for 2014 was attributable to a change in vendor for certain software and IT support services.

Amortization of intangible assets totaled $1.6 million for 2014 compared to $1.7 million for 2013. This amortization relates to core deposit intangible assets, which are being amortized over their useful lives. As of December 31, 2014, these intangible assets have remaining estimated useful lives of approximately two years.

Regulatory and deposit insurance assessments were $1.9 million for 2014, a decrease of $0.3 million compared to $2.2 million for 2013. This decrease is attributable to a decrease in the assessment rate charged by regulators of the Bank.

Expenses related to foreclosed assets for 2014 were $1.1 million, a decrease of $0.8 million compared to 2013. In 2014 we recognized losses for write downs of $0.3 million of the carrying value to fair value on certain pieces of property held in foreclosed assets compared to write downs of $0.8 million in 2013. Foreclosed assets with a cost basis of $4.3 million were sold during 2014, resulting in a net gain of $0.5 million compared to a net gain of $1.0 million from sales of $5.0 million in 2013.

Software license and maintenance fees for 2014 was $1.4 million, a decrease of $0.4 million compared to $1.8 million for 2013.

Advertising costs for the year ended December 31, 2014 were $2.9 million, an increase of $1.5 million compared to $1.4 million for the year ended December 31, 2013. This increase was driven by the growth in our mortgage banking business.

Other noninterest expense for 2014 was $13.9 million, an increase of $1.8 million from 2013, reflecting an increased business development expenses associated with entering new markets and new lines of business in mortgage banking, as well as an increase of $0.4 million in VISA transaction expenses.

Efficiency ratio

The efficiency ratio is one measure of productivity in the banking industry. This ratio is calculated to measure the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. We calculate this ratio by dividing noninterest expense by the sum of net interest income on a fully taxable equivalent basis and noninterest income, excluding gains (losses) or sales of investment securities.

Our efficiency ratio, on a tax-equivalent basis, was 69.54% and 71.60% for the six months ended June 30, 2016 and 2015, respectively, and improved to 73.26% in 2015 as compared to 76.15% in 2014 and 75.43% in 2013 due to the Company’s ability to increase revenue at a greater rate than noninterest expense and increased profit margins. The increase in revenue is primarily driven by the increase in mortgage origination volume. For additional information, see “Selected historical consolidated financial data: GAAP reconciliation and management explanation of non-GAAP financial measures.”

Return on equity and assets

Over the past five years, we have consistently improved our profitability as a result of the success of our growth strategies to grow quality loans and low-cost deposits as well as the improving economic conditions in our

 

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markets during the periods indicated in the table below. The following table sets forth our ROAA, ROAE, dividend payout ratio and average shareholders’ equity to average assets ratio for the periods indicated:

 

      Six months ended
June 30,
(unaudited)
     Year ended December 31,  
      2016      2015      2015      2014      2013      2012      2011  

Return on average:

                    

Total assets

     2.11%         1.86%         1.86%         1.40%         1.22%         0.96%         0.69%   

Shareholders’ equity

     23.94%         20.46%         20.91%         15.94%         13.98%         10.85%         8.92%   

Dividend payout ratio

     30.62%         45.69%         49.31%         51.14%         41.85%         7.10%         N/A   

Average shareholders’ equity to average assets

     8.82%         9.09%         8.88%         8.81%         8.73%         8.82%         7.79%   

 

 

Income tax

Income tax expense was $2.2 million and $1.6 million for the six months ended June 30, 2016 and 2015, respectively, and was $3.0 million and $2.3 million for the years ended December 31, 2015 and 2014, respectively, and $1.9 million for the year ended December 31, 2013. The effective tax rates were 6.7%, 6.8%, 6.2%, 6.5% and 6.6% for the six months ended June 30, 2016 and 2015 and for the years ended December 31, 2015, 2014 and 2013, respectively. We have elected to be taxed as an S Corporation. Under these provisions, we do not pay corporate U.S. federal income tax on our taxable income. Instead, our taxable income is “passed through” to our shareholder. Our effective tax rate reflects our liability for various state corporate taxes, including Tennessee, which taxes are not “passed through” to our shareholder. See “—S Corporation status” under this section for a discussion of our status as an S Corporation and “Pro forma income tax expense and net income” below for a discussion on what our income tax expense and net income would have been had we been taxed as a C Corporation.

Pro forma income tax expense and net income

As a result of our status as an S Corporation, we had no U.S. federal income tax expense for the six months ended June 30, 2016 and 2015 or for the years ended December 31, 2015, 2014 or 2013. We have determined that had we been taxed as a C Corporation and paid U.S. federal income tax for the six months ended June 30, 2016 and 2015, our combined effective income tax rate would have been 37.39% and 36.72%, respectively, and for the years ended December 31, 2015, 2014 and 2013, our combined effective federal and state income tax rates would have been 35.08%, 35.63% and 35.37% for those years, respectively. These pro forma effective rates reflect a U.S. federal income tax rate of 35.00% on corporate income and the fact that a portion of our net income in each of these periods was derived from nontaxable investment income and other nondeductible expenses. Our net income for the six months ended June 30, 2016 and 2015 was $30.4 million and $22.8 million, respectively, and our tax-equivalent interest income for such periods was $60.0 million and $49.9 million. Our net income for years ended December 31, 2015 and 2014 was $47.9 million and $32.5 million, respectively, and our tax-equivalent interest income for such periods was $104.8 million and $95.0 million, respectively. Our net income for the fiscal 2013 was $26.9 million and our tax-equivalent interest income was $89.2 million. Had we been subject to U.S. federal income tax during these periods, on a pro forma basis, our provision for combined federal and state income tax would have been $12.2 and $9.0, respectively, for the six months ended June 30, 2016 and 2015, and $17.9 million, $12.4 million and $10.2 million, respectively, for the years ended December 31, 2015, 2014 and 2013. The increases in such pro forma provision for U.S. federal income tax would have resulted primarily from the increase in our net income for such periods. As a result of the foregoing factors, our pro forma net income (after U.S. federal income tax) for the six months ended June 30, 2016 and

 

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2015 would have been $20.4 million and $15.4 million, respectively, and for the years ended December 31, 2015 and 2014 would have been $33.1 million and $22.4 million, respectively, and for the years ended December 31, 2013 would have been $18.6 million. If we gave effect to our conversion from a subchapter S Corporation as of June 30, 2016, we would have recorded a deferred tax liability of $15.1 million along with a corresponding $12.8 million decrease to shareholder’s equity.

Financial condition

The following discussion of our financial condition compares six months ended June 30, 2016 with the years ended December 31, 2015, 2014 and 2013.

Total assets

Our total assets were $2.92 billion at June 30, 2016. This compares to total assets of $2.90 billion as of December 31, 2015, $2.43 billion at December 31, 2014 and $2.26 billion at December 31, 2013. The increasing trend in total assets is primarily attributable to increases in both loans held for sale and loan held for investment balances, driven by strong demand for our loan products in our markets and the success of our growth initiatives to grow our loans in addition to our acquisition of NWGB.

Loan portfolio

Our loan portfolio is our most significant earning asset, comprising 60.0%, 58.7%, 58.3% and 59.4% of our total assets as of June 30, 2016, December 31, 2015, 2014 and 2013, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.

Loans

Loans increased $48.4 million, or 2.8%, to $1.75 billion as of June 30, 2016 as compared to $1.70 billion as of December 31, 2015. Our loan growth during the six months ended June 30, 2016 has been comprised of an increase of $38.5 million or 12.1% in commercial and industrial, a decrease of $21.0 million or 9.1% in construction loans, increase of $15.8 million or 4.8% in owner occupied commercial real estate, an increase of $26.7 million or 11.2% in non-owner occupied commercial real estate as well as a decrease in residential real estate of 3.3% and an increase in consumer and other of 8.0%, respectively. The slight increase in loans during the six months ended June 30, 2016 is attributable to continued strong demand in our metropolitan markets and continued favorable economic conditions.

Loans increased $286.0 million, or 20.0% to $1.70 billion as of December 31, 2015, as compared to $1.42 billion as of December 31, 2014. Loans acquired due to the acquisition of NWGB contributed $76.6 million or 26.8%, of this increase. Our loan growth during the years ended December 31, 2015 has been comprised of an increase of $56.3 million, or 31.1%, in non-owner occupied commercial real estate. Construction loans increased by $69.2 million, or 42.8%. Commercial and industrial loans grew by $54.4 million, or 20.7%. Owner-occupied commercial real estate increased by $49.2 million, or 17.5%. Consumer and other and residential line of credit loans grew by $14.1 million and $11.7 million, respectively. The increase in loans as of December 31, 2015 was attributable to growth in our metropolitan markets, primarily in the Nashville MSA, driven by the investment in new locations and banking teams and continued favorable economic conditions in our markets, as well as our acquisition of NWGB.

Loans increased $74.5 million, or 5.6%, to $1.42 billion as of December 31, 2014, as compared to $1.34 billion as of December 31, 2013. Our loan growth during 2014 has been comprised of an increase in construction loans of $49.8 million, or 44.4%, an increase in owner occupied commercial real estate loans of $18.8 million, or 7.2%,

 

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an increase in residential 1-to-4 family real estate loans of $12.6 million, or 5.0%, partially offset by a decrease in commercial non-owner occupied real estate loans of $19.4 million, or 9.7%. The increase in construction loans was primarily a result of growth in the Nashville MSA generated by a new residential construction banking team. The decrease in commercial non-owner occupied real estate loans was driven primarily by maturities and payoffs of specific credits in the Nashville and Chattanooga MSAs. The overall increase in other types of loans in 2014 was attributable to strong demand for our loan products, driven by the success of our growth initiatives and favorable economic conditions in our market with significant loan growth occurring in the Nashville MSA.

Loans by type

The following table sets forth the balance and associated percentage of each major category in our loan portfolio of loans as of the dates indicated:

 

                   As of December 31,  
    June 30, 2016
(unaudited)
    2015     2014     2013     2012     2011  
(dollars in
thousands)
  Amount    

% of

total

    Amount    

% of

total

    Amount    

% of

total

    Amount    

% of

total

    Amount    

% of

total

    Amount    

% of

total

 

Loan Type:

                       

Commercial and industrial

  $ 355,558        20%      $ 317,038        19%      $ 262,682        18%      $ 251,557        19%      $ 206,952        17%      $ 195,398        17%   

Construction

    210,029        12%        231,025        13%        161,828        11%        112,060        8%        82,985        7%        80,629        7%   

Residential real estate:

                       

1-to-4 family

    286,335        17%        287,749        17%        263,899        19%        251,271        19%        238,487        19%        236,338        20%   

Line of credit

    174,523        10%        171,526        10%        159,868        11%        158,111        12%        163,299        13%        166,955        14%   

Multi-family

    41,005        2%        59,510        4%        52,238        4%        45,497        3%        24,296        2%        37,788        3%   

Commercial real estate:

                       

Owner-Occupied

    345,999        20%        330,207        19%        280,972        20%        262,190        20%        235,035        19%        221,459        19%   

Non-Owner Occupied

    263,893        15%        237,222        14%        180,929        13%        200,349        15%        212,832        17%        168,868        14%   

Consumer and other

    72,962        4%        67,586        4%        53,480        4%        60,312        4%        75,791        6%        73,733        6%   
 

 

 

 

Total loans

  $ 1,750,304        100%      $ 1,701,863        100%      $ 1,415,896        100%      $ 1,341,347        100%      $ 1,239,677        100%      $ 1,181,168        100%   

 

 

Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions. At June 30, 2016 and December 31, 2015, there were no concentrations of loans exceeding 10% of loans other than the categories of loans disclosed in the table above.

Loan categories

The principal categories of our loan held for investment portfolio are discussed below:

Commercial and industrial loans.    We provide a mix of variable and fixed rate commercial and industrial loans. Our commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses for working capital and operating needs and business expansions, including the purchase of capital equipment and loans made to farmers relating to their operations. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. The loans are generally made with operating cash flows as the primary source of repayment, but may also include

 

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collateralization by inventory, accounts receivable, equipment and personal guarantees. We plan to continue to make commercial and industrial loans an area of emphasis in our lending operations in the future. As of June 30, 2016, our commercial and industrial loans comprised of $355.6 million, or 20% of loans as compared to December 31, 2015, our commercial and industrial loans comprised $317.0 million, or 19%, of loans, $6.6 million, or 2.1%, of which were acquired in connection with our acquisition of NWGB. This compares to $262.7 million, or 18%, of loans and $251.6 million, or 19%, of loans as of December 31, 2014 and 2013, respectively. Commercial and industrial loan balances have grown consistently since December 31, 2011.

Commercial real estate owner-occupied loans.    Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower, and hence are dependent on the success of the underlying business for repayment and are more exposed to general economic conditions. As of June 30, 2016, our owner occupied commercial real estate loans comprised $346.0 million or 20% of loans, compared to $330.2 million, or 19% of loans as of December 31, 2015, $21.3 million, or 6.5% of which were acquired in connection with our acquisition of NWGB. This compares to $281.0 million, or 20%, of loans and $262.2 million, or 20%, of loans as of December 31, 2014 and 2013, respectively. Owner occupied commercial real estate loans have increased annually since December 31, 2011.

Commercial real estate non-owner occupied loans.    Our commercial real estate non-owner occupied loans include loans to finance commercial real estate non-owner occupied investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, retail centers, multifamily properties, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale of the completed property or rental proceeds from such property, and are therefore more sensitive to adverse conditions in the real estate market, which can also be affected by general economic conditions. As of June 30, 2016, our non-owner occupied commercial real estate loans comprised $263.9 million, or 15% of loans, compared to $237.2 million, or 14%, of loans as of December 31, 2015, $17.4 million, or 7.3% of which were acquired in connection with our acquisition of NWGB. This compares to $180.9 million, or 13%, of loans and $200.3 million, or 15%, of loans as of December 31, 2014 and 2013, respectively. Commercial real estate non-owner occupied loans have increased consistently since December 31, 2011 with the exception of the year ended December 31, 2014 when they decreased $19.4 million, or 9.7%, due to maturities and payoffs of specific credits in the Nashville and Chattanooga markets.

Residential real estate 1-4 family mortgage loans.    Our residential real estate 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, which are both owner-occupied and investor owned. We intend to continue to make residential 1-4 family housing loans at a similar pace, so long as housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. As of June 30, 2016, our residential real estate mortgage loans comprised $286.3 million, or 17% of loans, compared to $287.7 million, or 17%, of loans as of December 31, 2015, $10.4 million, or 3.6% of which were acquired in connection with our acquisition of NWGB. This compares to $263.9 million, or 19%, of loans and $251.3 million, or 19%, of loans as of December 31, 2014 and 2013, respectively. Residential real estate 1-4 family mortgages have grown each period since December 31, 2011.

Home equity loans.    Our home equity loans are primarily revolving, open-end lines of credit secured by 1-4 family residential properties. We intend to continue to make home equity loans if housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. Our home equity loans as of June 30, 2016 comprised $174.5 million or 10% of loans compared to $171.5 million, or 10%, of loans as of December 31, 2015, $10.9 million, or 6.4%, of which were acquired in connection with our acquisition of NWGB. This compares to $159.9 million, or 11%, of loans and $158.1 million, or

 

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12%, of loans as of December 31, 2014 and 2013, respectively. Home equity loan activity has been relatively flat to a slight decrease for each year since December 31, 2011, with the exception of the increase during 2015 due to the acquisition of NWGB.

Multi-family residential loans.    Our multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. Our multifamily loans as of June 30, 2016 comprised $41.0 million, or 2% of loans, compared to $59.5 million, or 4%, of loans as of December 31, 2015, $0.7 million, or 1.2% of which were acquired in connection with our acquisition of NWGB. This compares to $52.2 million, or 4%, or loans and $45.5 million, or 3%, of loans as of December 31, 2014 and 2013, respectively.

Construction loans.    Our construction real estate loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small- and medium-sized businesses and individuals. These loans are generally secured by the land or the real property being built and are made based on our assessment of the value of the property on an as-completed basis. We expect to continue to make construction loans at a similar pace so long as demand continues and the market for and values of such properties remain stable or continue to improve in our markets. As of June 30, 2016, our construction loans comprised $210.0 million, or 12% of loans compared to $231.0 million, or 13% of loans as of December 31, 2015, $8.5 million, or 3.7%, of which were acquired in connection with our acquisition of NWGB. This compares, to $161.8 million, or 11%, of loans and $112.1 million, or 8%, of loans as of December 31, 2014 and 2013, respectively. Construction loans experienced a decline in the first quarter of 2016 as construction projects were completed and moved to other categories, such as commercial real estate. Other than the first quarter of 2016, construction loans have increased each period since December 31, 2011, primarily in the Nashville metropolitan market due to improving economic conditions and the investment in a team of residential construction bankers as well as the acquisition of NWGB.

Consumer and other loans.    Consumer and other loans include consumer loans made to individuals for personal purposes, including automobile purchase loans and personal lines of credit. None of these categories of loans represents a significant portion of our loan portfolio. As June 30, 2016, our consumer and other loans comprised $73.0 million, or 4% of loans, compared to $67.6 million, or 4% of loans as of December 31, 2015, $0.8 million, or 1.2%, of which were acquired in connection with our acquisition of NWGB. This compares to $53.5 million, or 4%, of loans and $60.3 million, or 4%, of loans as of December 31, 2014 and 2013, respectively.

 

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Loan maturity and sensitivities

The following tables present the contractual maturities of our loan portfolio as of June 30, 2016 and December 31, 2015. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment or scheduled repayments.

 

Loan type (in thousands)  

Maturing in one year

or less

   

Maturing in one to five

years

   

Maturing after five

years

    Total  

As of June 30, 2016 (unaudited)

       

Commercial

  $ 123,694      $ 176,686      $ 55,178      $ 355,558   

Commercial real estate:

       

Owner occupied

    41,104        240,579        64,316        345,999   

Non-owner occupied

    42,411        192,554        28,928        263,893   

Residential real estate:

       

1-to-4 family

    55,890        107,866        122,579        286,335   

Line of credit

    23,669        40,759        110,095        174,523   

Multi-family

    5,261        34,707        1,037        41,005   

Construction

    133,767        71,732        4,530        210,029   

Consumer and other

    31,044        28,848        13,070        72,962   
 

 

 

 

Total

  $ 456,840      $ 893,731      $ 399,733      $ 1,750,304   

 

 

 

Loan type (in thousands)  

Maturing in one year

or less

   

Maturing in one to five

years

   

Maturing after five

years

    Total  

As of December 31, 2015

       

Commercial

  $ 149,743      $ 160,514      $ 6,781      $ 317,038   

Commercial real estate:

       

Owner occupied

    36,077        248,000        46,130        330,207   

Non-owner occupied

    35,098        181,482        20,642        237,222   

Residential real estate:

       

1-to-4 family

    67,837        127,796        92,116        287,749   

Line of credit

    20,562        58,039        92,925        171,526   

Multi-family

    5,849        52,485        1,176        59,510   

Construction

    105,131        108,391        17,503        231,025   

Consumer and other

    34,746        32,128        712        67,586   
 

 

 

 

Total

  $ 455,043      $ 968,835      $ 277,985      $ 1,701,863   

 

 

 

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For loans due after one year or more, the following tables present the sensitivities to changes in interest rates as of June 30, 2016 and December 31, 2015:

 

Loan type (in thousands)   

Fixed interest

rate

    

Floating

interest rate

     Total  

As of June 30, 2016 (unaudited)

        

Commercial

   $ 120,557       $ 111,307       $ 231,864   

Commercial real estate:

        

Owner occupied

     210,046         94,849         304,895   

Non-owner occupied

     161,291         60,191         221,482   

Residential real estate:

        

1-to-4 family

     193,169         37,276         230,445   

Line of credit

     576         150,278         150,854   

Multi-family

     34,258         1,486         35,744   

Construction

     32,548         43,714         76,262   

Consumer and other

     39,743         2,175         41,918   
  

 

 

 

Total

   $ 792,188       $ 501,276       $ 1,293,464   

 

 

 

Loan type (in thousands)   

Fixed interest

rate

    

Floating

interest rate

     Total  

As of December 31, 2015

        

Commercial

   $ 87,681       $ 79,614       $ 167,295   

Commercial real estate:

        

Owner occupied

     220,468         73,662         294,130   

Non-owner occupied

     161,577         40,547         202,124   

Residential real estate:

        

1-to-4 family

     194,885         25,027         219,912   

Line of credit

     570         150,394         150,964   

Multi-family

     52,356         1,305         53,661   

Construction

     41,485         84,409         125,894   

Consumer and other

     32,413         427         32,840   
  

 

 

 

Total

   $ 719,435       $ 455,385       $ 1,246,820   

 

 

The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of June 30, 2016 and December 31, 2015:

 

(in thousands)   

Fixed interest

rate

    

Floating

interest rate

     Total  

As of June 30, 2016 (unaudited)

        

One year or less

   $ 235,408       $ 221,432       $ 456,840   

One to five years

     611,400         282,331         893,731   

More than five years

     180,789         218,944         399,733   
  

 

 

 

Total

   $ 1,027,597       $ 722,707       $ 1,750,304   

 

 

 

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(in thousands)   

Fixed interest

rate

    

Floating

interest rate

     Total  

As of December 31, 2015

        

One year or less

   $ 238,171       $ 216,872       $ 455,043   

One to five years

     671,594         297,241         968,835   

More than five years

     119,841         158,144         277,985   
  

 

 

 

Total

   $ 1,029,606       $ 672,257       $ 1,701,863   

 

 

Of the loans shown above with floating interest rates totaling $722.7 million as of June 30, 2016, many of such have interest rate floors as follows:

 

Loans with interest rate floors (in thousands)   Maturing
in one
year or
less
    Weighted
average
level of
support
(bps)
    Maturing
in one to
five
years
    Weighted
average
level of
support
(bps)
    Maturing
after
five years
    Weighted
average
level of
support
(bps)
 

As of June 30, 2016 (unaudited)

           

Loans with current rates above floors

  $ 84,958             $ 35,307             $ 107,317          

Loans with current rates below floors:

           

1-25 bps

    4,840        21.86        9,841        10.17        8,021        13.41   

26-50 bps

    35,675        45.27        25,276        44.65        16,022        44.30   

51-75 bps

    2,552        74.85        10,212        52.20        5,632        58.58   

76-100 bps

    2,047        96.84        7,045        99.12        13,849        87.12   

101-125 bps

    6,726        109.60        3,800        112.68        811        113.12   

126-150 bps

    15,934        135.94        14,581        142.68        1,073        142.47   

151-200 bps

    343        189.01        6,699        192.84        1,311        161.57   

200-250 bps

    2,721        209.49        4,042        204.24        914        207.18   

251 bps and above

    614        558.45        7,518        285.46        220        281.46   
 

 

 

 

Total loans with current rates below floors

  $ 71,452        43.27      $ 89,014        74.72      $ 47,853        14.17   

 

 

Asset quality

In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. We generally do not forgive principal or interest on loans or modify the interest rates on loans to rates that are below market rates. Furthermore, we are committed to collecting on all of our loans and, as a result, at times have lower net charge-offs compared to many of our peer banks. This practice often results in us carrying higher nonperforming assets on our books than our peers, as we believe our peers are quicker to charge-off loans than we are. However, we believe that our commitment to collecting on all of our loans results in higher loan recoveries.

Nonperforming assets

Our nonperforming assets consist of nonperforming loans and foreclosed real estate. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of

 

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principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. In our loan review process, we seek to identify and proactively address nonperforming loans. As of June 30, 2016 and December 31, 2015, 2014 and 2013, we had $18.3 million, $20.5 million, $26.1 million and $38.9 million, respectively, in nonperforming assets. If such nonperforming assets would have been current during the six months ended June 30, 2016 and the year ended December 31, 2015, we would have recorded an additional $323 thousand and $1.0 million of interest income, respectively. No significant amount of interest income was recognized from loans classified as nonperforming during the six months ended June 30, 2016 or the year ended December 31, 2015. We had net interest charged off of $18 thousand and net interest income of $0.3 million for the six months ended June 30, 2016 and the year ended December 31, 2015, respectively, was recognized on loans that had previously been charged off or classified as nonperforming in previous periods. The steady decline in our nonperforming assets is the result of the consistent improvement in our overall credit quality as economic conditions in our markets have continued to improve.

The following table provides details of our nonperforming assets, the ratio of such loans and foreclosed assets to total assets as of the dates presented, and certain other related information:

 

      June 30,
(unaudited)
     As of December 31,  
(in thousands, except %)    2016      2015      2014      2013      2012      2011  

Loan Type

                 

Commercial and industrial

   $ 1,674       $ 1,762       $ 2,214       $ 1,582       $ 2,503       $ 9,980   

Construction

     265         305         3,142         6,230         11,596         15,469   

Residential real estate:

                 

1-to-4 family mortgage

     2,194         2,392         4,022         6,000         5,401         6,762   

Residential line of credit

     1,039         1,437         1,163         1,389         1,524         1,776   

Multi-family mortgage

                     1,165         1,262         7,362         9,019   

Commercial real estate:

                 

Owner occupied

     1,762         1,848         2,528         5,212         5,827         6,535   

Non-owner occupied

     4,010         3,638         2,827         6,607         17,303         16,964   

Consumer and other

     162         205         142         140         169         192   

Total nonperforming loans

     11,106         11,587         17,203         28,422         51,685         66,697   

Other real estate owned(1)

     5,568         7,296         7,259         8,796         10,772         25,955   

Other

     1,654         1,654         1,654         1,654         1,672           

Total nonperforming assets

   $ 18,328       $ 20,537       $ 26,116       $ 38,872       $ 64,129       $ 92,652   

Total nonperforming loans as a percentage of loans(1)

     0.66%         0.71%         1.21%         2.12%         4.17%         5.65%   

Total nonperforming assets as a percentage of total assets(1)

     0.69%         0.78%         1.01%         1.72%         2.87%         4.42%   

Total accruing loans over 90 days delinquent as a percentage of total assets(1)

     0.05%         0.03%         0.08%         0.12%         0.10%         0.17%   

Loans restructured as troubled debt restructurings

   $ 14,970       $ 15,289       $ 18,823       $ 36,855       $ 48,193       $ 41,595   

Troubled debt restructurings as a percentage of loans(1)

     0.89%         0.94%         1.33%         2.60%         3.89%         3.52%   

 

 

 

(1)   Excludes assets and loans acquired from Northwest Georgia Bank of $243.4 million and $62.2 million and $260.7 million and $76.6 million, as of June 30, 2016 and December 31, 2015, respectively.

Total nonperforming loans as a percentage of non-acquired loans were 0.7% as of June 30, 2016 as compared to 0.7% as of December 31, 2015, 1.2% as of December 31, 2014 and 2.1% as of December 31, 2013. Our

 

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coverage ratio, or our allowance for loan losses as a percentage of our nonperforming loans, was 213.70% as of June 30, 2016 as compared to 211.10% as of December 31, 2015, 168.8% as of December 31, 2014 and 113.8% as of December 31, 2013.

Management has evaluated the aforementioned loans and other loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for loan losses at June 30, 2016. Management also continually monitors past due loans for potential credit quality deterioration. Loans 30-89 days past due were $7.5 million at June 30, 2016, as compared to $5.0 million for the year ended December 31, 2015, $6.0 million at December 31, 2014 and $10.7 million at December 31, 2013.

Under acquisition accounting rules, loans (including those considered non-performing) acquired from NWGB were recorded at their estimated fair value. We recorded the loan portfolio acquired from NWGB at fair value as of the acquisition date, which resulted in a discount to the loan portfolio’s previous carrying value. Neither the credit portion nor any other portion of the fair value mark is reflected in the reported allowance for loan and lease losses, or related allowance coverage ratios and these loans are also excluded from our non-performing ratios above. The purchased non-credit impaired loans had remaining discount that will accrete into interest income over the life of the loans of $1.6 million and $2.1, as of June 30, 2016 and December 31, 2015, respectively. The purchased impaired loan pools had remaining discount of $1.2 million and $1.6 million, as of June 30, 2016 and December 31, 2015, respectively.

Foreclosed assets consist of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure. These properties are carried at the lower of cost or fair market value based on appraised value less estimated selling costs. Losses arising at the time of foreclosure of properties are charged against the allowance for loan losses. Reductions in the carrying value subsequent to acquisition are charged to earnings and are included in “Net gain/(loss) on sales or write downs of foreclosed assets” in the accompanying consolidated statements of income. Foreclosed assets with a cost basis of $3.5 million were sold as of six months ended June 30, 2016, resulting in a net gain of $69 thousand. Foreclosed assets with a cost basis of $3.8 million were sold during the year ended December 31, 2015, resulting in a net loss of $317 thousand, and foreclosed assets with a cost basis of $4.7 million were sold during the year ended December 31, 2014, resulting in a net gain of $132 thousand, while foreclosed assets with a cost basis of $5.0 million were sold during the year ended December 31, 2013, resulting in a net gain of $225 thousand.

Classified loans

Accounting standards require the Bank to identify loans, where full repayment of principal and interest is doubtful, as impaired loans. These standards require that impaired loans be valued at the present value of expected future cash flows, discounted at the loan’s effective interest rate, or using one of the following methods: the observable market price of the loan or the fair value of the underlying collateral if the loan is collateral dependent. We have implemented these standards in our quarterly review of the adequacy of the allowance for loan losses, and identify and value impaired loans in accordance with guidance on these standards. As part of the review process, the Bank also identifies loans classified as watch, which have a potential weakness that deserves management’s close attention.

Loans totaling $41.7 million were classified substandard under the Bank’s policy at June 30, 2016 and loans totaling $48.5 million and $46.0 million were classified substandard under the Bank’s policy as of December 31, 2015 and 2014, respectively. As of June 30, 2016 and December 31, 2015, $17.6 and $21.4 of substandard loans were acquired with deteriorated credit quality in connection with our acquisition of NWGB. Loans totaling $64.6 million were classified substandard under the Bank’s policy at December 31, 2013. The following table sets forth information related to the credit quality of our loan portfolio at June 30, 2016 and December 31, 2015.

 

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Loan type (in thousands)    Pass      Watch      Substandard      Total  

As of June 30, 2016 (unaudited)

           

Commercial and industrial

   $ 348,605       $ 2,303       $ 4,650       $ 355,558   

Construction

     201,942         2,632         5,455         210,029   

Residential real estate:

           

1-to-4 family mortgage

     266,899         8,317         11,119         286,335   

Residential line of credit

     168,888         3,479         2,156         174,523   

Multi-family mortgage

     40,973                 32         41,005   

Commercial real estate:

           

Owner occupied

     329,737         8,046         8,216         345,999   

Non-owner occupied

     234,084         20,083         9,726         263,893   

Consumer and other

     72,120         487         355         72,962   
  

 

 

 

Total loans

   $ 1,663,248       $ 45,347       $ 41,709       $ 1,750,304   

 

 

 

Loan type (in thousands)    Pass      Watch      Substandard      Total  

As of December 31, 2015

           

Commercial and industrial

   $ 310,125       $ 1,060       $ 5,853       $ 317,038   

Construction

     219,684         3,238         8,103         231,025   

Residential real estate:

           

1-to-4 family mortgage

     268,046         9,367         10,336         287,749   

Residential line of credit

     165,838         3,069         2,619         171,526   

Multi-family mortgage

     58,234         166         1,110         59,510   

Commercial real estate:

           

Owner occupied

     310,538         9,852         9,817         330,207   

Non-owner occupied

     206,645         20,218         10,359         237,222   

Consumer and other

     66,794         460         332         67,586   
  

 

 

 

Total loans

   $ 1,605,904       $ 47,430       $ 48,529       $ 1,701,863   

 

 

Allowance for loan losses

The allowance for loan losses is the amount of expense that, based on our judgment, is required to absorb probable credit losses inherent in our loan portfolio and that, in management’s judgment, is appropriate under GAAP. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Among the material estimates required to establish the allowance are loss exposure at default, the amount and timing of future cash flows on impacted loans, value of collateral and determination of the loss factors to be applied to the various elements of the portfolio.

Our methodology for assessing the adequacy of the allowance for loan losses includes a general allowance for performing loans, which are grouped based on similar characteristics, and an allocated allowance for individual impaired loans. Actual credit losses or recoveries are charged or credited directly to the allowance.

The appropriate level of the allowance is established on a quarterly basis after input from management and our loan review staff and is based on an ongoing analysis of the credit risk of our loan portfolio. In making our evaluation of the credit risk of the loan portfolio, we consider factors such as the volume, growth and composition of our loan portfolio, the diversification by industry of our commercial loan portfolio, the effect of changes in the local real estate market on collateral values, trends in past dues, our experience as a lender, changes in lending policies, the effects on our loan portfolio of current economic indicators and their probable impact on borrowers, historical loan loss experience, industry loan loss experience, the amount of nonperforming loans and related collateral and the evaluation of our loan portfolio by our loan review function.

 

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In addition, on a regular basis, management and the Bank’s Board of Directors review loan ratios. These ratios include the allowance for loan losses as a percentage of loans, net charge-offs as a percentage of average loans, the provision for loan losses as a percentage of average loans, nonperforming loans as a percentage of loans and the allowance coverage on nonperforming loans. Also, management reviews past due ratios by relationship manager, individual markets and the Bank as a whole. The allowance for loan losses was $23.7 million, $24.5 million, $29.0 million and $32.4 million at June 30, 2016, December 31, 2015, 2014 and 2013, respectively.

The following table presents the allocation of the allowance for loan losses by loan category as of the periods indicated:

 

     June 30, 2016
(unaudited)
    As of December 31,  
      2015     2014     2013     2012     2011  

(in thousands,

except %)

  Amount    

% of

Loans

    Amount    

% of

loans

    Amount    

% of

loans

    Amount    

% of

loans

    Amount    

% of

loans

    Amount    

% of

loans

 

Loan Type:

                       

Commercial and industrial

  $ 6,051        26%      $ 5,288        22%      $ 6,600        23%      $ 7,009        22%      $ 7,009        18%      $ 9,031        23%   

Construction

    4,266        18%        5,030        21%        3,721        13%        5,047        16%        4,647        12%        5,286        13%   

Residential real estate:

                       

1-to-4 family mortgage

    3,555        15%        4,126        17%        6,364        22%        7,300        23%        7,738        20%        5,556        14%   

Residential line of credit

    1,922        8%        2,178        8%        2,790        9%        2,766        8%        2,213        6%        4,261        11%   

Multi-family mortgage

    448        2%        311        1%        184        1%        336        1%        2,546        7%        3,605        9%   

Commercial real estate:

                       

Owner occupied

    3,672        15%        4,034        16%        6,075        21%        5,558        17%        6,258        16%        6,241        16%   

Non-owner occupied

    2,752        12%        2,610        11%        2,641        9%        3,563        11%        7,432        19%        4,982        12%   

Consumer and other

    1,068        4%        883        4%        655        2%        774        2%        695        2%        749        2%   
 

 

 

 

Total allowance

  $ 23,734        100%      $ 24,460        100%      $ 29,030        100%      $ 32,353        100%      $ 38,538        100%      $ 39,711        100%   

 

 

 

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The following table summarizes activity in our allowance for loan losses during the periods indicated:

 

     June 30,
2016
    Year ended December 31,  
(in thousands, except %)   (unaudited)     2015     2014     2013     2012     2011  

Allowance for loan loss at beginning of period

  $ 24,460      $ 29,030      $ 32,353      $ 38,538      $ 39,711      $ 45,135   

Charge-offs:

           

Commercial and industrial

    (198     (981     (1,514     (1,123     (401     (1,268

Construction

    (2     (81     (292     (582     (10     (6,326

Residential real estate:

           

1-to-4 family mortgage

    (53     (828     (1,486     (383     (113     (1,216

Residential line of credit

    (75     (230     (462     (500     (1,445     (1,611

Multi-family mortgage

                         (4,236            (380

Commercial real estate:

           

Owner occupied

    (93     (1,062     (688     (36     (1,472     (338

Non-owner occupied

           (54     (1,008     (14     (291     (203

Consumer and other

    (485     (1,108     (911     (762     (707     (922
 

 

 

 

Total charge-offs

    (906     (4,344     (6,361     (7,636     (4,439     (12,264

Recoveries:

           

Commercial and industrial

    472        116        610        252        539        695   

Construction

    105        1,354        539        2,092        1,299        1,598   

Residential real estate:

           

1-to-4 family mortgage

    107        161        222        80        188        496   

Residential line of credit

    107        286        166        166        118        253   

Multi-family mortgage

                  3,065               2        1   

Commercial real estate:

           

Owner occupied

    11        35        162        223        151        220   

Non-owner occupied

    5        342        568        25        66        69   

Consumer and other

    171        544        422        132        375        145   
 

 

 

 

Total recoveries

    978        2,838        5,754        2,970        2,738        3,477   
 

 

 

 

Net charge offs

    72        (1,506     (607     (4,666     (1,701     (8,787

Provision (reversal of provision) for loan loss charged to operations

    (798     (3,064     (2,716     (1,519     528        3,363   
 

 

 

 

Allowance for loan loss at the end of period

  $ 23,734      $ 24,460      $ 29,030      $ 32,353      $ 38,538      $ 39,711   
 

 

 

 

Ratio of net charge-offs during the period to average loans outstanding during the period

    0.00%        (0.10)%        (0.04)%        (0.35)%        (0.14)%        (0.71)%   

Allowance for loan loss as a percentage of loans at end of period

    1.41%        1.50%        2.05%        2.41%        3.11%        3.36%   

Allowance of loan loss as a percentage of nonperforming loans

    213.70%        211.10%        168.75%        113.8%        74.56%        59.54%   

 

 

 

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Mortgage loans held for sale

Mortgage loans held for sale were $322.2 million at June 30, 2016 compared to $273.2 million at December 31, 2015, $194.7 million at December 31, 2014 and $61.1 million at December 31, 2013. Originations of mortgage loans to be sold totaled $1,762.1 million for the six months ended June 30, 2016 and $2,757.5 million for the year ended December 31, 2015, $1,156.2 million in 2014 and $829.9 million in 2013. Generally, mortgage origination activity increases in lower interest rate environments and robust housing markets and decreases in rising interest rate environments and slower housing markets. Increasing originations during 2016 reflect a favorable interest rate environment and the ongoing expansion of our mortgage banking business, including our expansion of our consumer direct delivery channel and increased origination volume in our retail and third party origination channels.

Mortgage loans to be sold are sold either on a “best efforts” basis or under a mandatory delivery sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored agencies, and we are obligated to sell the mortgages to such investors only if the mortgages are closed and funded. The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a mandatory delivery sales agreement, we commit to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within thirty days after the loan is funded. Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market.

Deposits

Deposits represent the Bank’s primary source of funds. We continue to focus on growing core deposits through our relationship driven banking philosophy, community-focused marketing programs, and initiatives such as the development of our treasury management services.

Total deposits were $2.51 billion and $2.44 billion, $1.93 billion and $1.81 billion as of June 30, 2016 and December 31, 2015, 2014 and 2013, respectively. Noninterest-bearing deposits at June 30, 2016 and December 31, 2015, 2014 and 2013 were $680.2 million and $627.0 million, $438.4 million, and $356.8 million, respectively, while interest-bearing deposits were $1,834.1 million and $1,811.5 million, $1,485.2 million and $1,446.7 million at June 30, 2016 and December 31, 2015, 2014 and 2013, respectively. Our acquisition of NWGB contributed $253.1 million to the increase in total deposits for the year ended December 31, 2015, $46.8 million to the increase in noninterest-bearing deposits and $206.3 million to the increase in interest-bearing deposits. The deposit mix shifted in the six months ended June 30, 2016 between savings and certificates of deposits due to a restructuring of an IRA savings product to a time deposit product during the second quarter of 2016. At the time of restructuring, the approximate balance of the effected accounts was $91.0 million. During the second quarter of 2016, our third party servicing provider, Cenlar, transferred certain servicing escrow deposit accounts to the Bank which totaled $43.5 million at June 30, 2016. The mix between noninterest bearing and interest bearing demand has remained relatively stagnant, however management continues to focus on strategic pricing to grow noninterest bearing deposits while allowing more costly funding sources, including certain time deposits, to mature.

Average deposit balances by type, together with the average rates per periods are reflected in the average balance sheet amounts, interest earned and yield analysis tables included above under the discussion of net interest income.

 

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The following table sets forth the distribution by type of our deposit accounts for the dates indicated:

 

            As of December 31,  
    June 30, 2016
(unaudited)
    2015     2014     2013  

(dollars in

thousands)

  Amount    

% of

total

deposits

   

Average

rate

    Amount    

% of

total

deposits

   

Average

rate

    Amount    

% of

total

deposits

   

Average

rate

    Amount    

% of

total

deposits

   

Average

rate

 

Deposit Type

                       

Noninterest- bearing demand

  $ 680,165        27%        —%      $ 626,955        26%        —%      $ 438,360        23%        —%      $ 356,844        20%        —%   

Interest- bearing demand

    1,304,606        52%        0.37%        1,273,438        52%        0.35%        1,010,079        53%        0.34%        933,705        52%        0.36%   

Savings deposits

    129,944        5%        0.37%        212,522        9%        0.51%        165,017        9%        0.57%        157,788        9%        0.67%   

Certificates of deposit

    399,582        16%        0.49%        325,559        13%        0.51%        310,113        16%        0.74%        355,230        20%        1.08%   
 

 

 

 

Total deposits

  $ 2,514,297        100%        0.57%      $ 2,438,474        100%        0.30%      $ 1,923,569        100%        0.36%      $ 1,803,567        100%        0.48%   
 

 

 

 

Time Deposits

                       

0.00-0.50%

  $ 218,363        55%        $ 232,255        71%        $ 216,611        70%        $ 212,418        60%     

0.51-1.00%

    150,928        38%          62,995        19%          49,438        16%          56,126        16%     

1.01-1.50%

    14,338        3%          11,908        4%          16,296        5%          30,045        8%     

1.51-2.00%

    13,454        3%          14,778        5%          12,639        4%          29,621        8%     

2.01-2.50%

    2,494        1%          3,498        1%          9,664        3%          10,849        3%     

Above 2.50%

    5        0%          125        —%          5,465        2%          16,171        5%     
 

 

 

 

Total time deposits

  $ 399,582        100%        $ 325,559        100%        $ 310,113        100%        $ 355,230        100%     

 

 

The following table sets forth our time deposits segmented by months to maturity and deposit amount as of June 30, 2016 and December 31, 2015:

 

      As of June 30, 2016
(unaudited)
 
(Dollars in thousands)   

Time deposits of

$100 and greater

    

Time deposits of

less than $100

     Total  

Months to maturity:

        

Three or less

   $ 28,852       $ 42,548       $ 71,400   

Over Three to Six

     26,858         40,102         66,960   

Over Six to Twelve

     53,331         66,584         119,915   

Over Twelve

     71,817         69,490         141,307   
  

 

 

 

Total

   $ 180,858       $ 218,724       $ 399,582   

 

 

 

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      As of December 31, 2015  
(Dollars in thousands)   

Time deposits of

$100 and greater

    

Time deposits of

less than $100

     Total  

Months to maturity:

        

Three or less

   $ 37,708       $ 38,225       $ 75,933   

Over Three to Six

     21,492         32,848         54,340   

Over Six to Twelve

     44,336         59,159         103,495   

Over Twelve

     47,079         44,712         91,791   
  

 

 

 

Total

   $ 150,615       $ 174,944       $ 325,559   

 

 

Investment portfolio

Our investment portfolio provides liquidity and certain of our investment securities serve as collateral for certain deposits and other types of borrowings. Our investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk. The types and maturities of securities purchased are primarily based on our current and projected liquidity and interest rate sensitivity positions.

The following table shows the carrying value of our total securities available for sale by investment type and the relative percentage of each investment type for the dated indicated:

 

     June 30, 2016     As of December 31,  
    (unaudited)     2015     2014     2013  
(dollars in thousands)  

Carrying

value

   

% of

total

   

Carrying

value

   

% of

total

   

Carrying

value

   

% of

total

   

Carrying

value

   

% of

total

 

U.S. Government agency securities

  $ 15,510        3%      $ 33,808        5%      $ 28,517        5%      $ 27,755        4%   

Mortgage-backed securities

    425,311        77%        522,373        81%        530,200        81%        572,294        84%   

Municipals, tax exempt

    96,001        17%        79,837        12%        85,207        13%        76,641        11%   

Treasury securities

    4,513        1%        4,485        1%               —%               —%   

Corporate Securities

                         —%               —%        633        —%   

Equity Securities

    8,972        2%        8,884        1%        8,677        1%        8,224        1%   
 

 

 

 

Total securities available for sale

  $ 550,307        100%      $ 649,387        100%      $ 652,601        100%      $ 685,547        100%   

 

 

The balance of our investment portfolio at June 30, 2016 was $550.3 million compared to $649.4 million at December 31, 2015, $652.6 million at December 31, 2014 and $685.5 million at December 31, 2013. At December 31, 2015, $122.1 million of our investment portfolio was made up of investment securities acquired from NWGB, of which the majority was subsequently sold and reinvested. During the six months ended June 30, 2016 and the years ended December 31, 2015, 2014 and 2013, we purchased $202.8 million, $164.9 million, $109.7 and $125.0 million in investment securities, respectively. Mortgage-backed securities and collateralized mortgage obligations, or CMOs, in the aggregate, comprised 91.0%, 97.2%, 90.6% and 96.7% of these purchases, respectively. CMOs are included in the “Mortgage-backed securities” line item in the above table. The mortgage-backed securities and CMOs held in our investment portfolio are primarily issued by government sponsored entities. U.S. Government agency securities and municipal securities accounted for 9.0%, 2.8%, 9.4% and 3.3% respectively, of total securities purchased in the six months ended June 30, 2016 and years ended December 31, 2015, 2014 and 2013. The carrying value of securities sold during six months ended June 30, 2016 and the years ended December 31, 2015, 2014 and 2013 totaled $269.0 million and $194.6 million, $68.9 million and $0.1 million respectively. Maturities and calls of securities during the six months

 

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ended June 30, 2016 and the years ended December 31, 2015, 2014 and 2013 totaled $44.2 million, $103.2 million, $84.4 million and $157.5 million respectively. As of June 30, 2016 and December 31, 2015, 2014 and 2013, net unrealized gains of $11.2 million and $2.7 million, $5.6 million and net unrealized losses of $4.7 million, respectively, were recorded on investment securities.

The following table sets forth the fair value, scheduled maturities and weighted average yields for our investment portfolio as of June 30, 2016 and December 31, 2015:

 

     As of June 30, 2016     As of December 31,  
    (unaudited)     2015  
(dollars in thousands)  

Fair

value

   

% of total

investment

securities

   

Weighted

average

yield(1)

   

Fair

value

   

% of total

investment

securities

   

Weighted

average

yield(1)

 

Treasury securities

           

Maturing within one year

  $ 4,513        0.8%        0.00%      $        0.0%        0.00%   

Maturing in one to five years

           0.0%        0.69%        4,485        0.7%        0.69%   

Maturing in five to ten years

           0.0%        0.00%               0.0%        0.00%   

Maturing after ten years

           0.0%        0.00%               0.0%        0.00%   
 

 

 

 

Total Treasury securities

    4,513        0.8%        0.69%        4,485        0.7%        0.69%   
 

 

 

 

Government agency securities:

           

Maturing within one year

    4,505        0.8%        0.47%        5,005        0.8%        0.47%   

Maturing in one to five years

    11,005        2.0%        1.47%        28,803        4.4%        1.33%   

Maturing in five to ten years

           0.0%        0.00%               0.0%        0.0%   

Maturing after ten years

           0.0%        0.00%               0.0%        0.0%   
 

 

 

 

Total government agency securities

    15,510        2.8%        1.21%        33,808        5.2%        1.20%   
 

 

 

 

Obligations of state and municipal subdivisions:

           

Maturing within one year

           0.0%        8.81%        296        0.0%        8.83%   

Maturing in one to five years

    5,074        0.9%        6.20%        4,281        0.7%        6.13%   

Maturing in five to ten years

    37,976        6.9%        6.09%        33,782        5.2%        6.02%   

Maturing after ten years

    52,951        9.6%        6.09%        41,478        6.4%        6.20%   
 

 

 

 

Total obligations of state and municipal subdivisions

    96,001        17.4%        0.38%        79,837        12.3%        6.20%   
 

 

 

 

Residential mortgage backed securities guaranteed by FNMA, GNMA, FHLMC and SBA:

           

Maturing within one year

           0.0%        0.00%               0.0%        0.00%   

Maturing in one to five years

    203        0.1%        4.85%        254        0.0%        5.01%   

Maturing in five to ten years

    342        0.1%        3.31%        13,568        2.1%        1.95%   

Maturing after ten years

    424,766        77.2%        2.22%        508,551        78.3%        2.36%   
 

 

 

 

Total residential mortgage backed securities guaranteed by FNMA, GNMA, FHLMC and SBA

    425,311        77.4%        2.28%        522,373        80.4%        2.36%   

Total marketable equity securities

    8,972        1.6%        0.27%        8,884        1.4%        1.06%   
 

 

 

       

Total investment securities

  $ 550,307        100.0%        2.74%      $ 649,387        100.0%        2.74%   

 

 

 

(1)   Yields on a tax-equivalent basis.

 

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The following table summarizes the amortized cost of securities classified as available for sale and their approximate fair values as of the dates shown:

 

Dollars in thousands   

Amortized

cost

    

Gross

unrealized

gains

    

Gross

unrealized

losses

    Fair value  

Securities available for sale

          

As of June 30, 2016

          

US Government agency securities

   $ 15,504       $ 6       $      $ 15,510   

Mortgage-backed securities

     419,890         5,522         (101     425,311   

Municipals, tax exempt

     90,192         5,813         (4     96,001   

Treasury securities

     4,506         7                4,513   

Equity securities

     9,010         33         (71     8,972   
  

 

 

 
   $ 539,102       $ 11,381       $ (176   $ 550,307   
  

 

 

 

As of December 31, 2015

          

US Government agency securities

   $ 34,161       $       $ (353   $ 33,808   

Mortgage-backed securities

     524,141         3,675         (5,443     522,373   

Municipals, tax exempt

     74,945         4,892                79,837   

Treasury securities

     4,507                 (22     4,485   

Equity securities

     8,971         3         (90     8,884   
  

 

 

 
   $ 646,725       $ 8,570       $ (5,908   $ 649,387   
  

 

 

 

As of December 31, 2014:

          

US Government agency securities

   $ 29,149       $       $ (632   $ 28,517   

Mortgage-backed securities

     529,546         5,629         (4,975     530,200   

Municipals, tax exempt

     79,547         5,688         (28     85,207   

Corporate securities

                              

Equity securities

     8,725         13         (61     8,677   
  

 

 

 
   $ 646,967       $ 11,330       $ (5,696   $ 652,601   
  

 

 

 

As of December 31, 2013:

          

US Government agency securities

   $ 29,148       $       $ (1,393   $ 27,755   

Mortgage-backed securities

     579,112         4,486         (11,304     572,294   

Municipals, tax exempt

     73,507         3,403         (269     76,641   

Corporate securities

     165         468                633   

Equity securities

     8,334         4         (114     8,224   
  

 

 

 
   $ 690,266       $ 8,361       $ (13,080   $ 685,547   

 

 

Borrowed funds

Deposits and investment securities for sale are the primary source of funds for our lending activities and general business purposes. However, we may also obtain advances from the FHLB, purchase federal funds and engage in overnight borrowing from the Federal Reserve, correspondent banks, or enter into client purchase agreements. We also use these sources of funds as part of our asset liability management process to control our long-term interest rate risk exposure, even if it may increase our short-term cost of funds. This may include match funding of fixed-rate loans. Our level of short-term borrowing can fluctuate on a daily basis depending on funding needs and the source of funds to satisfy the needs.

 

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Total borrowings include securities sold under agreements to repurchase, lines of credit, advances from the FHLB, federal funds, junior subordinated debentures and related party subordinated debt.

 

      As of June 30, 2016
(unaudited)
 
(dollars in thousands)    Amount     

% of

total

     Weighted average
interest rate (%)
 

Maturing Within:

        

June 30, 2017

   $ 29,614         35%         0.19%   

June 30, 2018

     3,900         5%         2.75%   

June 30, 2019

     6,882         8%         1.88%   

June 30, 2020

     226         0%         5.70%   

June 30, 2021

     337         0%         5.81%   

Thereafter

     44,103         52%         3.62%   
  

 

 

 

Total

   $ 85,062         100%         2.26%   

 

 

 

      As of December 31, 2015  
(dollars in thousands)    Amount     

% of

total

    

Weighted average

interest rate (%)

 

Maturing Within:

        

December 31, 2016

   $ 123,427         69%         0.18%   

December 31, 2017

     741         —%         5.37%   

December 31, 2018

     10,282         7%         2.04%   

December 31, 2019

     554         —%         5.90%   

December 31, 2020

     279         —%         5.47%   

Thereafter

     44,466         24%         3.50%   
  

 

 

 

Total

   $ 179,749         100%         1.16%   

 

 

Short-term borrowings

The following table summarizes short-term borrowings (borrowings with maturities of one year or less), which consist of federal funds purchased from our correspondent banks on an overnight basis at the prevailing overnight market rates, securities sold under agreements to repurchase and FHLB Cash Management variable rate advances, or CMAs, and the weighted average interest rates paid:

 

      Six months ended
June 30, 2016
(unaudited)
     Year ended December 31,  
(dollars in thousands)       2015      2014      2013  

Average daily amount of short-term borrowings outstanding during the period

   $ 88,403       $ 184,743       $ 167,653       $ 140,746   

Weighted average interest rate on average daily short-term borrowings

     0.20%         0.23%         0.13%         0.17%   

Maximum outstanding short-term borrowings outstanding at any month-end

   $ 120,570       $ 239,536       $ 209,346       $ 177,058   

Short-term borrowings outstanding at period end

   $ 29,278       $ 123,133       $ 192,494       $ 177,058   

Weighted average interest rate on short-term borrowings at period end

     0.12%         0.17%         0.13%         0.13%   

 

 

 

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Lines of credit and other borrowings.

As a member of the FHLB Cincinnati, the Bank receives advances from the FHLB pursuant to the terms of various agreements that assist in funding its mortgage and loan portfolios. Under the agreements, we pledge certain qualifying multi-family and 1 to 4 family loans as well as certain investment securities as collateral. As of June 30, 2016, December 31, 2015, 2014, and 2013 the Company had received advances from the FHLB totaling $14.8 million, $33.6 million, $23.8 million and $96.9 million, respectively.

As of June 30, 2016, December 31, 2015, 2014 and 2013, $29.2 million, $26.1 million, $27.8 million and $31.4 million, respectively, of 1 to 4 family mortgage loans were pledged to the FHLB Cincinnati, securing advances against the Bank’s line of credit. As of June 30, 2016, December 31, 2015, 2014 and 2013, $49.0 million, $43.8 million, $26.5 million and $38.8 million, respectively, of multi-family mortgage loans were pledged to the FHLB Cincinnati, securing advances against the Bank’s line.

As of December 31, 2014 and 2013 $932.7 million and $879.8 million, respectively, of commercial and industrial, consumer, construction, commercial real estate and home equity lines of credit were pledged to the Federal Reserve Bank through the Borrower-in-Custody program securing a line of credit of $661.7 million and $663.2 million, respectively. The line was not active as of December 31, 2015 or June 30, 2016.

The Bank has a secured line of credit with the FHLB for $150.0 million, and the line is secured by qualifying 1 to 4 family and multi-family mortgages in the Bank’s loan portfolio as well as U.S. Government agency securities. Borrowings against this line were $0, $18.0 million, $79.0 million and $70.0 million as of June 30, 2016, December 31, 2015, 2014 and 2013, respectively.

In addition to the FHLB line, the Bank maintains lines with certain correspondent banks that provide borrowing capacity in the form of federal fund purchases in the aggregate amount of $125.0 million, $125.0 million and $105.0 million as of June 30, 2016, December 31, 2015 and 2014, respectively. As of June 30, 2016 and December 31, 2015 there were not any borrowings under these lines.

We have two wholly-owned subsidiaries that are statutory business trusts (“Trusts”). The Trusts were created for the sole purpose of issuing 30-year capital trust preferred securities to fund the purchase of junior subordinated debentures issued by the Company. As of June 30, 2016, December 31, 2015 and 2014, our $0.9 million, $0.9 million and $1.0 million investment in the Trusts, respectively, was included in other assets in the accompanying consolidated balance sheets and our $30.9 million, $30.9 million and $30.9 million obligation is reflected as junior subordinated debt, respectively. The junior subordinated debt bears interest at floating interest rates based on a spread over 3-month LIBOR of 3.25% (3.78% and 3.75% at June 30, 2016 and December 31, 2015, respectively) for the $21.7 million debenture and 3.78% (3.88% 3.77% and 3.58% at June 30, 2016 and December 31, 2015, respectively) for the remaining $9.3 million. The $9.3 million debenture may be redeemed prior to the 2033 maturity date upon the occurrence of a special event and the $21.7 million debenture may be redeemed prior to 2033 at our option.

We have three subordinated notes payable to our shareholder. An aggregate balance of $10.1 million was outstanding at June 30, 2016, with a weighted average interest rate of 2.39% and a maturity date of December 31, 2021.

Liquidity and capital resources

Bank liquidity management

We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of clients who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our asset and liability management policy is intended to cause the Bank

 

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to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs, maintain reserve requirements and otherwise sustain our operations. We accomplish this through management of the maturities of our interest-earning assets and interest-bearing liabilities. We believe that our present position is adequate to meet our current and future liquidity needs.

We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of clients, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholder. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.

As part of our liquidity management strategy, we are also focused on minimizing our costs of liquidity and attempt to decrease these costs by growing our noninterest bearing and other low-cost deposits and replacing higher cost funding including time deposits and borrowed funds. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. As a result of these strategies, our cost of funds decreased in 2016 from 2015 and in 2015 from 2014 as our funding mix improved due to growing noninterest bearing and other low-cost deposits and allowing higher-cost time deposits to mature.

Core deposits, which we defined as deposits excluding jumbo time deposits (greater than $250,000), are a major source of funds used by the Bank to meet its liquidity. Maintaining the ability to acquire these funds as needed in a variety of markets is important to assuring the Bank’s liquidity. Management continually monitors the liquidity and non-core dependency ratios to ensure compliance with targets established by the Bank’s Asset Liability Committee.

Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. At June 30, 2016 and December 31, 2015, securities with a carrying value of $541.3 million and $525.3 million, respectively, were pledged to secure government, public, trust and other deposits and as collateral for short- term borrowings, letters of credit and derivative instruments as compared to $588.5 million at December 31, 2014.

Additional sources of liquidity include federal funds purchased and advances from the FHLB. Interest is charged at the prevailing market rate on federal funds purchased and FHLB advances. The balance of outstanding federal funds purchased at December 31, 2015 was $18.0 million. There were no outstanding federal funds purchased at June 30, 2016 or December 31, 2014. Funds obtained from the FHLB are used primarily to match-fund fixed rate loans in order to minimize interest rate risk and also be used to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. At June 30, 2016 and December 31, 2015, the balance of our outstanding advances with the FHLB was $14.8 million and $33.6 million, respectively, and a secured short-term borrowing of $0 million and $18.0 million, respectively. The total amount of the remaining credit available to us from the FHLB at June 30, 2016 and December 31, 2015 was $150.0 million and $132.0 million, respectively. We also maintain lines of credit with other commercial banks totaling $125 million. These are unsecured, uncommitted lines of credit maturing at various times within the next twelve months. There were no amounts outstanding under these lines of credit at June 30, 2016 or December 31, 2015 or 2014, respectively.

Holding company liquidity management

The Company is a corporation separate and apart from the Bank and, therefore, it must provide for its own liquidity. The Company’s main source of funding is dividends declared and paid to it by the Bank. Statutory and

 

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regulatory limitations exist that affect the ability of the Bank to pay dividends to the Company. Management believes that these limitations will not impact the Company’s ability to meet its ongoing short-term cash obligations. For additional information regarding dividend restrictions, see “Risk factors: Risks related to our business,” “Dividend policy” and “Business: Supervision and regulation.”

Due to state banking laws, the Bank may not declare dividends in any calendar year in an amount that would exceed an amount equal to the total of its net income for that year combined with its retained net income of the preceding two years, without the prior approval of the TDFI. Based upon this regulation, as of June 30, 2016 and December 31, 2015, $60.7 million and $54.5 million of the Bank’s retained earnings were available for the payment of dividends without such prior approval. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements.

The Bank received permission from the TDFI to pay the Company dividends of approximately $15.9 million in the year ended December 31, 2014, for operational expenses, dividends to our shareholder and principal reduction of debt. The Bank also paid dividends of approximately $25.1 million and $2.3 million to the Company in the year ended December 31, 2015 and 2014, respectively, for dividends to our shareholder and operational expenses that did not require approval from the TDFI. The Bank received permission from the TDFI to pay the Company dividends of approximately $12.8 million in 2013 for the shareholder’s tax liability and our operating expenses.

Capital management and regulatory capital requirements

Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the TDFI, Federal Reserve and the FDIC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components of capital, risk weightings and other factors.

As a result of recent developments such as the Dodd-Frank Act and Basel III, we have become subject to increasingly stringent regulatory capital requirements beginning in 2015. For further discussion of the changing regulatory framework in which we operate, see “Business: Supervision and regulation.”

 

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The Federal Reserve, the FDIC and the Office of the Comptroller of the Currency have issued guidelines governing the levels of capital that banks must maintain. Those guidelines specify capital tiers, which include the classifications set forth in the following table. As of June 30, 2016 and December 31, 2015, 2014 and 2013, we exceeded all capital ratio requirements under prompt corrective action and other regulatory requirements, as detailed in the table below:

 

     Actual     Required for capital
adequacy purposes
    To be well
capitalized under
prompt corrective
action provision
 
(dollars in thousands)   Amount    

Ratio

(%)

           Amount           

Ratio

(%)

           Amount           

Ratio

(%)

 

June 30, 2016

                   

Common Equity Tier 1 (CET1)

                   

FB Financial Corporation

  $ 195,782        8.30%      ³        $ 106,147      ³          4.5%          N/A          N/A   

FirstBank

  $ 226,814        9.65%      ³        $ 105,768      ³          4.5%      ³        $ 152,776        ³        6.5%   

Total capital (to risk weighted assets)

                   

FB Financial Corporation

  $ 259,591        11.00%      ³        $ 188,793      ³          8.0%          N/A          N/A   

FirstBank

  $ 256,548        10.92%      ³        $ 187,947      ³          8.0%      ³        $ 234,934        ³        10.0%   

Tier 1 capital (to risk weighted assets)

                   

FB Financial Corporation

  $ 225,782        9.57%      ³        $ 141,556      ³          6.0%          N/A          N/A   

FirstBank

  $ 226,814        9.65%      ³        $ 141,024      ³          6.0%      ³        $ 141,024        ³        6.0%   

Tier 1 Capital (to average assets)

                   

FB Financial Corporation

  $ 225,782        7.98%      ³        $ 113,174      ³          4.0%          N/A          N/A   

FirstBank

  $ 226,814        8.02%      ³        $ 113,124      ³          4.0%      ³        $ 141,405        ³        5.0%   

December 31, 2015

                   

Common Equity Tier 1 (CET1)

                   

FB Financial Corporation

  $ 181,633        8.23%      ³        $ 99,313      ³          4.5%          N/A          N/A   

FirstBank

  $ 211,780        9.63%      ³        $ 98,963      ³          4.5%      ³        $ 142,946        ³        6.5%   

Total capital (to risk weighted assets)

                   

FB Financial Corporation

  $ 246,168        11.15%      ³        $ 176,623      ³          8.0%          N/A          N/A   

FirstBank

  $ 242,240        11.02%      ³        $ 175,855      ³          8.0%      ³        $ 219,819        ³        10.0%   

Tier 1 capital (to risk weighted assets)

                   

FB Financial Corporation

  $ 211,633        9.58%      ³        $ 132,547      ³          6.0%          N/A          N/A   

FirstBank

  $ 211,780        9.63%      ³        $ 131,950      ³          6.0%      ³        $ 131,950        ³        6.0%   

Tier 1 Capital (to average assets)

                   

FB Financial Corporation

  $ 211,633        7.64%      ³        $ 110,803      ³          4.0%          N/A          N/A   

FirstBank

  $ 211,780        7.65%      ³        $ 110,735      ³          4.0%      ³        $ 138,418        ³        5.0%   

December 31, 2014

                   

Total capital (to risk weighted assets)

                   

FB Financial Corporation

  $ 219,419        13.18%      ³        $ 133,192      ³          8.0%          N/A          N/A   

FirstBank

  $ 215,303        12.96%      ³        $ 132,887      ³          8.0%      ³        $ 166,109        ³        10.0%   

Tier 1 capital (to risk weighted assets)

                   

FB Financial Corporation

  $ 188,478        11.32%      ³        $ 66,596      ³          4.0%          N/A          N/A   

FirstBank

  $ 188,437        11.34%      ³        $ 66,443      ³          4.0%      ³        $ 99,665        ³        6.0%   

Tier 1 Capital (to average assets)

                   

FB Financial Corporation

  $ 188,478        8.10%      ³        $ 93,028      ³          4.0%          N/A          N/A   

FirstBank

  $ 188,437        8.10%      ³        $ 93,012      ³          4.0%      ³        $ 116,264        ³        5.0%   

December 31, 2013

                   

Total Capital (to risk-weighted assets)

                   

FB Financial Corporation

  $ 200,211        13.41%      ³        $ 119,484      ³          8.0%          N/A          N/A   

FirstBank

  $ 196,562        13.20%      ³        $ 119,121      ³          8.0%      ³        $ 148,901        ³        10.0%   

Tier 1 Capital (to risk-weighted assets)

                   

FB Financial Corporation

  $ 171,354        11.47%      ³        $ 59,742      ³          4.0%          N/A          N/A   

FirstBank

  $ 171,780        11.54%      ³        $ 59,560      ³          4.0%      ³        $ 89,340        ³        6.0%   

Tier 1 Capital (to average assets)

                   

FB Financial Corporation

  $ 171,354        7.97%      ³        $ 86,053      ³          4.0%          N/A          N/A   

FirstBank

  $ 171,780        7.98%      ³        $ 86,054      ³          4.0%      ³        $ 107,568        ³        5.0%   

 

 

 

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We also have outstanding junior subordinated debentures with a carrying value of $30.9 million at June 30, 2016 and December 31, 2015 and 2014, of which $30.0 million are included in our Tier 1 capital. The Federal Reserve Board issued rules in March 2005 providing more strict quantitative limits on the amount of securities that, similar to our junior subordinated debentures, are includable in Tier 1 capital. This guidance, which became fully phased-in in March 2009, did not impact the amount of debentures we include in Tier 1 capital. In addition, although our existing junior subordinated debentures are unaffected and are included in our Tier 1 capital, on account of changes enacted as part of the Dodd-Frank Act, any trust preferred securities issued after May 19, 2010 may not be included in Tier 1 capital.

In July 2013, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency approved the implementation of the Basel III regulatory capital reforms and issued rules effecting certain changes required by the Dodd-Frank Act, which we refer to as the Basel III Rules, that call for broad and comprehensive revision of regulatory capital standards for U.S. banking organizations. The Basel III Rules implement a new common equity Tier 1 minimum capital requirement, a higher minimum Tier 1 capital requirement and other items that will affect the calculation of the numerator of a banking organization’s risk-based capital ratios. Additionally, the Basel III Rules apply limits to a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a specified amount of common equity Tier 1 capital in addition to the amount necessary to meet its minimum risk-based capital requirements.

The new common equity Tier 1 capital ratio includes common equity as defined under GAAP and does not include any other type of non-common equity under GAAP. When the Basel III Rules are fully phased in 2019, banks will be required to have common equity Tier 1 capital of 4.5% of average assets, Tier 1 capital of 6% of average assets, as compared to the current 4%, and total capital of 8% of risk-weighted assets to be categorized as adequately capitalized. The Basel III Rules do not require the phase-out of trust preferred securities as Tier 1 capital of bank holding companies of the Company’s size.

Further, the Basel III Rules changed the agencies’ general risk-based capital requirements for determining risk-weighted assets, which will affect the calculation of the denominator of a banking organization’s risk-based capital ratios. The Basel III Rules have revised the agencies’ rules for calculating risk-weighted assets to enhance risk sensitivity and incorporate certain international capital standards of the Basel Committee on Banking Supervision set forth in the standardized approach of the “International Convergence of Capital Measurement and Capital Standards: A Revised Framework”.

The calculation of risk-weighted assets in the denominator of the Basel III capital ratios are adjusted to reflect the higher risk nature of certain types of loans. Specifically, as applicable to the Company and the Bank:

 

 

Commercial mortgages: Replaces the current 100% risk weight with a 150% risk weight for certain high volatility commercial real estate acquisition, development and construction loans.

 

 

Nonperforming loans: Replaces the current 100% risk weight with a 150% risk weight for loans, other than residential mortgages, that are 90 days past due or on nonaccrual status.

 

 

Securities pledged to overnight repurchase agreements.

 

 

Unfunded lines of credit one year or less.

Generally, the new Basel III Rules became effective on January 1, 2015, although parts of the Basel III Rules will be phased in through 2019. As of December 31, 2015, the Bank and Company met all capital adequacy requirements to which it is subject. Also, as of June 30, 2015, the most recent notification from the FDIC, the Bank was well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

 

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Capital Expenditures

Currently, we have not committed to enter into any material capital expenditures other than routine updates to existing facilities amounting to less than $1.0 million over the next twelve months.

Shareholder’s equity

Our total shareholder’s equity was $265.8 million at June 30, 2016 and $236.7 million, $215.2 million and $189.7 million at December 31, 2015, 2014 and 2013, respectively. Book value per share was $15.47 at June 30, 2016 and $13.78, $12.53 and $11.04 at December 31, 2015, 2014 and 2013. The growth in shareholders’ equity was attributable to earnings retention offset by dividends declared and changes in accumulated other comprehensive income. If we gave effect to our conversion from a subchapter S Corporation as of June 30, 2016 we would have recorded a deferred tax liability of $15.1 million along with a corresponding $12.8 million decrease to shareholder’s equity.

Off-balance sheet transactions

We enter into loan commitments and standby letters of credit in the normal course of our business. Loan commitments are made to accommodate the financial needs of our clients. Standby letters of credit commit us to make payments on behalf of clients when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to clients and are subject to our normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the client.

Loan commitments and standby letters of credit do not necessarily represent our future cash requirements because while the borrower has the ability to draw upon these commitments at anytime, these commitments often expire without being drawn upon. Our unfunded loan commitments and standby letters of credit outstanding at the dates indicated were as follows:

 

      June 30,
2016
(unaudited)
     December 31,  
         2015      2014      2013  

Loan commitments

   $ 619,538       $ 554,274       $ 397,941       $ 323,161   

Standby letters of credit

     20,695         20,338         12,918         6,787   

 

 

We closely monitor the amount of our remaining future commitments to borrowers in light of prevailing economic conditions and adjust these commitments as necessary. We will continue this process as new commitments are entered into or existing commitments are renewed.

For more information about our off-balance sheet transactions, see Note 17, “Commitments and Contingencies,” in the notes to our consolidated financial statements.

 

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Contractual obligations

The following tables present, as of December 31, 2015, our significant fixed and determinable contractual obligations to third parties by payment date. For more information about our contractual obligations, see Note 17, “Commitments and Contingencies,” in the notes to our consolidated financial statements.

 

      As of December 31, 2015 payments due in:  
(in thousands)   

Less than 1

year

     1 to 3 years      3 to 5 years     

More than 5

years

     Total  

Operating Leases

   $ 2,753       $ 4,571       $ 3,535       $ 8,169       $ 19,028   

Time Deposits(1)

     233,768         74,218         17,573                 325,559   

Securities sold under agreements to repurchase(1)

     105,133                                 105,133   

Junior Subordinated Debt(1)(2)

                             30,930         30,930   

FHLB advances(1)

     294         11,023         832         3,462         15,611   

Other contractual obligations(3)

     586                                 586   
  

 

 

 

Total

   $ 342,534       $ 89,812       $ 21,940       $ 42,561       $ 496,847   

 

 

 

(1)   Excludes interest.

 

(2)   Includes $10.1 million of subordinated notes held by our sole shareholder that we intend to repay in full utilizing proceeds from this offering, subject to regulatory approval.

 

(3)   Purchase obligations represent obligations under agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The purchase obligation amounts presented above primarily relate to certain contractual payments for capital expenditures expected to be incurred in connection with construction and remodeling projects.

Risk management

We maintain a risk management program that assists us in identifying, managing, monitoring and controlling potential risks that may affect us. Risk identification is a continuous process and occurs at both the transaction level and the portfolio level. In addition, management seeks to identify interdependence and correlations across portfolios and lines of business that may amplify risk exposure. Risk measurement enables us to effectively control and monitor risk levels and is based on the sophistication of the risk measurement tools used to reflect the complexity and levels of assumed risk. We monitor risks by timely reviewing risk positions and exceptions.

We control risks through limits that are communicated through policies, standards, procedures and processes that define responsibility and authority. Such limits serve as a means to control exposures to the various risks associated with our activities, and are meaningful management tools that can be adjusted if conditions or risk tolerances change. In addition, we maintain a process to authorize exceptions or changes to risk limits when warranted through an infrastructure that includes local authority, centralized policymaking and a strong system of checks and balances. These risk management practices help to ensure effective reporting, compliance with all laws, rules and regulations, avoid damage to our reputation and related consequences and attain our strategic goals while avoiding pitfalls and surprises along the way.

The primary risks that are associated with the Company include, among others, credit, interest rate and liquidity risk. Credit and interest rate risk are discussed below, while liquidity risk is discussed in the previous subsection under the heading “Liquidity and capital resources.” For a more complete discussion of our risk management framework and our other risks, see “Business: Risk management.”

 

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Credit risk

Inherent in any lending activity is credit risk, that is, the risk of loss should a borrower default. We have a number of documented loan policies and procedures that set forth the approval and monitoring process of our lending function. Adherence to these policies and procedures is managed by management and reviewed by the Bank’s Board of Directors. The Bank’s Board of Directors reviews and approves loan policy changes, monitors loan portfolio trends and credit trends and reviews and approves loan transactions that exceed management thresholds as set forth in our loan policies.

The Company’s day-to-day lending operations and credit risk are monitored and managed on an ongoing basis by the Bank’s chief risk officer, chief credit officer and CEO and overseen by the Bank’s Credit Committee and the Bank’s Board of Directors. In addition, we maintain a loan review staff to independently monitor loan quality and lending practices. Each loan officer has the primary responsibility for appropriately “risk rating” each commercial loan that is made. In addition, the Bank’s Credit Committee is responsible for the ongoing monitoring of loan portfolio performance through the review of financial reports, loan officer reports, audit reviews, exceptions reporting and concentration analysis. This monitoring process also includes an ongoing review of loan risk ratings and management of our allowance for loan losses.

In compliance with our loan policy, our bankers are given lending limits based on their knowledge and experience. At the direction of the Bank’s Board of Directors, our senior management team approves loan authorities for the lending staff by periodically evaluating each lending officer’s prior performance for credit quality and compliance as a tool for establishing and enhancing lending limits. Loan requests of amounts greater than an officer’s lending limits are reviewed by senior credit officers, market presidents, regional presidents, the Credit Committee or the Board of Directors, as set forth in our loan policy. Our loan approval process is characterized by delegated authority to “in-market” individual bankers, market presidents and credit officers. We believe that the ability to have individual but limited loan authority coupled with appropriate approval limits for our market presidents and credit officers allows us to provide prompt and appropriate responses to our clients in each of our markets while still allowing for the appropriate level of oversight.

We utilize a risk grading system that enables management to differentiate individual loan quality and forecast future profitability and portfolio loss potential. We assign a credit risk rating at the time a loan is made and loan review personnel monitor and, if necessary, adjust the grades assigned to loans promptly through periodic examination, focusing its review on commercial and real estate loans rather than consumer and consumer mortgage loans. Loan quality or “risk-rating” grades are assigned based upon certain credit factors, as outlined in our loan policy.

For commercial and commercial real estate secured loans, risk-rating grades are assigned by lending, credit administration or loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan. Loan grades range from 1 to 8, with 1 being loans with the least credit risk. Allowance factors established by management are applied to the total balance of loans in each grade to determine the amount needed in the allowance for loan losses. The allowance factors are established based on historical loss ratios and default probabilities experienced by us for these loan types, as well as the credit quality criteria underlying each grade, adjusted for trends and expectations about losses inherent in our existing portfolios. In making these adjustments to the allowance factors, management takes into consideration factors which it believes are causing, or are likely in the future to cause, losses within our loan portfolio but which may not be fully reflected in our historical loss ratios. For portfolio balances of consumer, consumer mortgage and certain other similar loan types, allowance factors are determined based on historical loss ratios and default probabilities by portfolio for the preceding 5 years and may be adjusted by other qualitative criteria.

 

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The Bank’s Credit Committee and loan review personnel monitor loans that are past due or those that have been downgraded and placed on our internal watch list due to a decline in the collateral value or cash flow of the debtor. This information is used to assist management in monitoring credit quality. In addition, the Credit Committee monitors and identifies risks within our loan portfolio by focusing its efforts on reviewing and analyzing loans which are not on our internal watch list. The Bank’s Credit Committee monitors loans in portfolios or regions which management believes could be stressed or experiencing credit deterioration.

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Impairment is measured on a loan-by-loan basis for problem commercial loans of $250,000 or greater by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. For real estate collateral, the fair market value of the collateral is based upon a recent valuation by a qualified individual or licensed appraiser of the underlying collateral. Our central appraisal review department reviews and approves third-party appraisals obtained by us on real estate collateral and monitors loan maturities to ensure updated appraisals are obtained. This department is staffed with a licensed real estate appraiser and two trained appraisal specialists. When the ultimate collectability of a loan’s principal is in doubt, wholly or partially, the loan is placed on nonaccrual.

After all collection efforts have failed, collateral securing loans may be repossessed and sold or, for loans secured by real estate, foreclosure proceedings are initiated. The collateral is sold at public auction or added to our books for fair market value (based upon recent appraisals described in the above paragraph), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the outstanding loan balance. If the loan balance is greater than the sales proceeds, the deficient balance is sent to the CEO and Chairman of the Board for charge-off approval. These charge-offs reduce the allowance for loan losses.

Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for loan losses. Net recoveries and net charge-offs for June 30, 2016 and December 31, 2015 were $72 thousand and $1.5 million, respectively, or 0.00% and 0.10%, respectively, as a percentage of average loans, compared to net charge-offs of $0.6 million, or 0.04%, for 2014. The level of net charge-offs since 2012 is a direct result of the prolonged effects of the economic downturn in our markets on borrowers’ ability to repay their loans coupled with the decline in market values of the underlying collateral securing loans, particularly real estate secured loans. Furthermore, it is our policy to diligently pursue collection for an extended period before charging-off a loan. The large inventories of both completed residential homes and land that had been developed for future residential home construction, coupled with declining consumer demand for residential real estate, caused a severe decline in the values of both homes and developed land. As a result, the 2012 and 2011 credit quality of some of the loans in our construction portfolio deteriorated. However, with the improving economy and the improving credit quality of our loan portfolios, we experienced lower levels of classified loans and nonperforming loans for the quarter ended June 30, 2016 and the years ended 2015 and 2014 as compared to 2013 resulting in fewer charged off loans.

Interest rate sensitivity

Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities. Management believes that our ability to successfully respond to changes in interest rates will have a significant impact on our financial results. To that end, management actively monitors and manages our interest rate risk exposure.

 

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The Asset Liability Committee (ALC), which is authorized by the Bank’s Board of Directors, monitors our interest rate sensitivity and makes decisions relating to that process. The ALC’s goal is to structure our asset/ liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.

We monitor the impact of changes in interest rates on our net interest income and economic value of equity, or EVE, using rate shock analysis. Net interest income simulations measure the short-term earnings exposure from changes in market rates of interest in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet.

The following analysis depicts the estimated impact on net interest income and EVE of immediate changes in interest rates at the specified levels for the periods presented:

 

      Percentage change in:  
Change in interest rates    Net interest income(1)  
     Year 1      Year 2  
(in basis points)    June 30,
2016
     December 31,
2015
     December 31,
2014
     June 30
2016
     December 31,
2015
     December 31,
2014
 

+400

     16.2%         4.7%         (1.1)%         24.5%         12.7%         4.7%   

+300

     12.5%         3.5%         (0.9)%         18.8%         9.7%         3.9%   

+200

     8.7%         2.4%         (0.8)%         13.1%         6.8%         2.8%   

+100

     4.7%         1.3%         (0.6)%         7.1%         3.7%         1.5%   

-100

     (4.2)%         (3.7)%         (2.0)%         (5.7)%         (5.6)%         (3.5)%   

 

 

 

      Percentage change in:  
Change in interest rates    Economic value of
equity(2)
 
(in basis points)   

June 30,

2016

    

December 31,

2015

    

December 31,

2014

 

+400

     2.3%         (8.6)%         (23.6)%   

+300

     3.3%         (4.9)%         (17.3)%   

+200

     4.1%         (1.2)%         (10.7)%   

+100

     3.8%         2.2%         (4.6)%   

-100

     (14.9)%         (8.2)%         (9.3)%   

 

 

 

(1)   The percentage change represents the projected net interest income for 12 months and 24 months on a flat balance sheet in a stable interest rate environment versus the projected net income in the various rate scenarios.

 

(2)   The percentage change in this column represents our EVE in a stable interest rate environment versus EVE in the various rate scenarios.

The results for the net interest income simulation for June 30, 2016 and December 31, 2015 resulted in an asset sensitive position rather than a slightly liability sensitive position for December 31, 2014. The change is primarily due to the increase in mortgage loans held for sale and trending growth of noninterest bearing deposits. As our mortgage loans held for sale increase, we become more asset sensitive, which has been our current trend. However, as mortgage rates rise, we expect our mortgage originations and mortgage loans held

 

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for sale to decline, which will make us less asset sensitive. Beta assumptions on loans and deposits were consistent for both time periods. The ALC also reviewed beta assumptions for time deposits and loans with industry standards and revised them accordingly. For the June 30, 2016, December 31, 2015 2014 simulations the loan and time deposit betas were 100% for all rate scenarios as is industry standard.

The preceding measures assume no change in the size or asset/liability compositions of the balance sheet. Thus, the measures do not reflect the actions the ALC may undertake in response to such changes in interest rates. The above results of the interest rate shock analysis are within the parameters set by the Bank’s Board of Directors. The scenarios assume instantaneous movements in interest rates in increments of 100, 200, 300 and 400 basis points. With the present position of the target federal funds rate, the declining rate scenarios seem improbable. Furthermore, it has been the Federal Reserve’s policy to adjust the target federal funds rate incrementally over time. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions employed in the model include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities and the expected life of non-maturity deposits. Because these assumptions are inherently uncertain, actual results may differ from simulated results.

We utilize derivative financial instruments, including rate lock commitments and forward loan sales contracts as part of its ongoing efforts to mitigate its interest rate risk exposure inherent in our mortgage pipeline and held for sale portfolio. Under the interest rate lock commitments, interest rates for a mortgage loan are locked in with the client for a period of time, typically thirty days. Once an interest rate lock commitment is entered into with a client, we also enter into a forward commitment to sell the residential mortgage loan to secondary market investors. Accordingly, we do not incur risk if the interest rate lock commitment in the pipeline fails to close. Forward loan sale contracts are contracts for delayed delivery of mortgage loans. We agree to deliver on a specified future date, a specified instrument, at a specified price or yield. The credit risk inherent to us arises from the potential inability of counterparties to meet the terms of their contracts. In the event of non-acceptance by the counterparty, we would be subject to the credit and inherent (or market) risk of the loans retained.

For more information about our derivative financial instruments, see Note 8 and Note 18, “Derivative Instruments,” in the notes to our condensed consolidated financial statements and consolidated financial statements.

Impact of inflation

The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with U.S. generally accepted accounting principles 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.

JOBS Act

The JOBS Act permits us an extended transition period for complying with new or revised financial accounting standards affecting public companies until they would apply to private companies. However, we have elected

 

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not to take advantage of this extended transaction period, which means that the financial statements included in this prospectus, as well as any financial statements that we file in the future, will be subject to all new or revised accounting standards generally applicable to public companies. Our election not to take advantage of the extended transition period is irrevocable.

Critical accounting policies

The accounting principles we follow and our methods of applying these principles conform with U.S. generally accepted accounting principles and with banking industry general practices. We monitor the status of proposed and newly issued accounting standards to evaluate the impact on our financial condition and results of operations. Our accounting policies, including the impact of newly issued accounting standards, are discussed in further detail in Note 1, “Summary of Significant Accounting Policies,” in the notes to our consolidated financial statements. The following discussion presents some of the more significant judgments and estimates used in preparing our financial statements.

Allowance for loan losses

The allowance for loan losses is established through a provision for loan losses charged to expense. Management periodically reviews the allowance for loan losses. Loans are charged against the allowance for loan losses when management believes that the collectability of principal is unlikely. Recoveries of amounts previously charged off are credited to the allowance. In the event management concludes that the allowance for loan losses is more than adequate to absorb potential loan losses, a reverse provision may be recorded whereby a credit is made to the expense account.

The allowance for loan losses is maintained at a level that management considers adequate to absorb probable incurred credit losses on outstanding loans. Factors considered in management’s evaluation of the adequacy of the allowance are current and anticipated economic conditions, previous loan loss experience, changes in the nature, volume and composition of the loan portfolio, industry or other concentrations of credit, review of specific problem loans, the level of classified and nonperforming loans, the results of regulatory examinations, the estimated fair value of underlying collateral and overall quality of the loan portfolio. The allowance consists of specific and general components. The specific component relates to loans that are classified as impaired. For such loans, an allowance is established when the discounted cash flows or the collateral value, less estimated selling costs, of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired loans and is based on historical loss experience with the overall level, adjusted for qualitative, economic and other factors impacting the future collectability of the loan portfolio.

Certain loans acquired in acquisitions or mergers are accounted for under ASC 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality,” which prohibits the carryover of an allowance for loan losses for loans acquired in which the acquirer concludes that it will not collect the contractual amount. As a result, these loans are carried at values which represent management’s estimate of the future cash flows of these loans. Increases in expected cash flows to be collected from the contractual cash flows are required to be recognized as an adjustment to the loan’s yield over its remaining life, while decreases in expected cash flows are required to be recognized as an impairment. A more detailed discussion of loans acquired with deteriorated credit quality in connection with the acquisition of NWGB is included in Note 2, “Acquisition of Northwest Georgia Bank,” in the Notes to the consolidated financial statements included in this prospectus.

Investment securities

Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when

 

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they might be sold before maturity. Equity securities with readily determinable fair values are classified as available-for-sale. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income (loss), net of applicable taxes.

Interest income includes the amortization and accretion of purchase premium and discount. Premiums and discounts on securities are amortized on the level-yield method anticipating prepayments based upon the prior three month average monthly prepayments when available. Gains and losses on sales are recorded on the trade date and determined using the specific identification method as no ready market exists for this stock and it has no quoted market value.

We evaluate securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. For securities in an unrealized loss position, consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, we consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.

When OTTI is determined to have occurred, the amount of the OTTI recognized in earnings depends on whether we intend to sell the security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If we intend to sell the security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI recognized in earnings is equal to the entire difference between its amortized cost basis and its fair value at the balance sheet date. If we do not intend to sell the security and it is not more likely than not that we will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized as a charge to earnings. The amount of the OTTI related to other factors is recognized in other comprehensive income (loss), net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

Loans held for sale

Loans originated and intended for sale in the secondary market, primarily mortgage loans, are carried at fair value as permitted under the guidance in ASC 825, “Financial Instruments.” Gains and losses are recognized as a charge to income at the time the loan is closed. These gains and losses are classified under the line item “Mortgage banking income” in our consolidated financial statements. Pass through origination costs and related loan fees are also included in “mortgage banking income”. Other expenses are classified in the appropriate noninterest expense accounts.

Foreclosed real estate

Real estate acquired through, or in lieu of, loan foreclosure is initially recorded at fair value less the estimated cost to sell at the date of foreclosure which may establish a new cost basis. After foreclosure, valuations are periodically performed by management and the asset is carried at the lower of carrying amount or fair value less costs to sell. Revenue and expenses from operations are included in other noninterest income and noninterest expenses. Losses due to the valuation of the property are included in loss on sales or write-downs of foreclosed real estate.

 

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Mortgage servicing rights

We began retaining the right to service certain mortgage loans in 2014 that we sell to secondary market investors. These mortgage servicing rights are recognized as a separate asset on the date the corresponding mortgage loan is sold.

Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income. These servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, prepayment speeds, market discount rates, servicing costs, and other factors. Mortgage servicing rights are carried at amortized cost. Impairment losses on mortgage servicing rights are recognized to the extent by which the unamortized cost exceeds fair value.

Goodwill and other intangible assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill impairment testing is performed annually or more frequently if events or circumstances indicate possible impairment. Goodwill is assigned to the Company’s reporting units, which are determined based on geography and may include one or more individual branches. Fair values of reporting units are determined using either discounted cash flow analyses based on internal financial forecasts or, if available, market-based valuation multiples for comparable businesses. If the estimated implied fair value of goodwill is less than the carrying amount, an impairment loss would be recognized as noninterest expense to reduce the carrying amount to the estimated implied fair value which could be material to our operating results for any particular reporting period.

Other intangible assets consist of core deposit intangible assets arising from whole bank and branch acquisitions. They are initially measured at fair value and then amortized on a straight-line method over their estimated useful lives.

Rate-lock commitments and forward loan sale contracts

We enter into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Rate-lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value in other assets or liabilities, with changes in fair value recorded in mortgage banking income. Fair value is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered.

We utilize forward loan sale contracts to mitigate the interest rate risk inherent in our mortgage loan pipeline and held-for-sale portfolio. Forward loan sale contracts are contracts for delayed delivery of mortgage loans. We agree to deliver on a specified future date, a specified instrument, at a specified price or yield. However, the contract may allow for cash settlement. The credit risk inherent to us arises from the potential inability of counterparties to meet the terms of their contracts. In the event of non-acceptance by the counterparty, we would be subject to the credit and inherent (or market) risk of the loans retained. Such contracts are accounted for as derivatives and, along with related fees paid to investor are recorded at fair value in derivative assets or liabilities, with changes in fair value recorded in mortgage banking income. Fair value is based on the estimated amounts that we would receive or pay to terminate the commitment at the reporting date.

 

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Business combinations, Accounting for Acquired Loans and related Assets

We accounted for our acquisition of NWGB under ASC 805, “Business Combinations”, which requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value measurements incorporate assumptions regarding the credit risk. The fair value measurements of acquired loans are based on the estimates related to expected prepayments and the amount of timing of undiscounted expected principal, interest and other cash flows.

Over the life of the acquired loans, we continue to estimate cash flows expected to be collected on individual loans or on pools of loans sharing common risk characteristics. We evaluate, as of the end of each fiscal quarter, the present value of the acquired loans determined using the effective interest rates. If the cash flows expected to be collected have decreased, we recognize a provision for loan loss in our consolidated statement of income; for any increases in cash flows expected to be collected, the Company adjusts the amount of acceptable yield recognized on a prospective basis over the loans’ or the pool’s remaining life.

Recently issued accounting pronouncements

We have evaluated new accounting pronouncements that have recently been issued and have determined that there are no new accounting pronouncements that should be described in this section that will impact our operations, financial condition or liquidity in future periods. Refer to Note 1 (W), “Summary Significant Accounting Policies—Recently Issued Accounting Pronouncements,” in the notes to our consolidated financial statements for a discussion of recent accounting pronouncements that have been adopted by us or that will require enhanced disclosures in our financial statements in future periods.

Change in accountants

On April 23, 2015, our Audit Committee approved the dismissal of HORNE LLP (“Horne”) from its role as our independent registered accounting firm for the Company.

The reports of Horne on our consolidated financial statements for the years ended December 31, 2013 and 2014, which are not included herein, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2013 and 2014, and the subsequent interim period from January 1, 2015 through April 23, 2015, (i) we had no disagreements with Horne on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Horne, would have caused Horne to make reference to the subject matter of the disagreements in connection with its report on the consolidated financial statements for such periods, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

We provided Horne with a copy of this disclosure prior to its filing and requested that Horne furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if not, stating the respect in which it does not agree. A copy of Horne’s letter, dated                 , 2016 is attached as Exhibit 16.1 to this Form S-1.

On April 23, 2015, our Audit Committee approved the engagement of RSM US LLP as our new independent registered public accounting firm and to re-audit our consolidated financial statements for the years ended December 31, 2013 and 2014 in connection with this offering. We did not consult RSM US LLP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject

 

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of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or any reportable event (as described in Item 304(a)(1)(v) of Regulation S-K), during the years ended December 31, 2013, 2014, and 2015.

FB Financial Corporation

We are a bank holding company and we conduct all of our material business operations through the Bank. As a result, the discussion and analysis above relates to activities primarily conducted at the Bank level.

 

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Management

Executive officers

The following table sets forth information regarding the executive officers of FB Financial Corporation:

 

Name    Age      Position

James W. Ayers

     72       Executive Chairman and Chairman of the Board

Christopher T. Holmes

     52       President, Chief Executive Officer and Director

James R. Gordon

     50       Chief Financial Officer

Wilburn J. Evans

     56       President of FirstBank Ventures

Timothy L. Johnson

     55       Chief Risk Officer

Certain biographical information for our executive officers is set forth below.

James W Ayers. Mr. Ayers, who serves as our Executive Chairman and the Chairman of the boards of both the Company and FirstBank, has led FirstBank since its modern inception in 1984 when he, along with an associate, acquired Farmers State Bank in Scotts Hill, Tennessee. He has served on our board since the formation of the Company in 1984 and as our Executive Chairman since April 2016. He has spent his career in business, founding and growing a number of successful ventures in both the health care and real estate markets. Mr. Ayers brings an extensive knowledge of our business and our markets gained from his long career leading the Bank and growing our franchise into what it is today. In addition, Mr. Ayers provides our board with valuable strategic insight and business management skills gained over the course of his business career owning and leading numerous successful businesses. In addition to his service on the Board and as our Executive Chairman, Mr. Ayers has, since 2010, served as the Chairman of Community Care, Inc., which develops and manages surgery centers, and The Ayers Foundation, which strives to improve the quality of life of Tennesseans by offering financial support for college scholarships, medical research and services, and continuing education for teachers. He is also the Chairman and President of Ayers Asset Management, Inc., a family-owned private investment company. Mr. Ayers’ son, Jonathan, also serves on the board of FirstBank.

Christopher T. Holmes. Mr. Holmes, President and CEO of both the Company and FirstBank, has served as a member of our board of directors since he joined FirstBank in 2010 as our Chief Banking Officer. He was named President of FirstBank in 2012 and CEO in 2013, succeeding our former CEO, Douglas Cruickshanks, Jr., who had served in that role for over a decade. As President and CEO, Mr. Holmes is responsible for leading and managing all facets of the bank’s operations, including establishing its long-term goals, strategies, and corporate vision. Mr. Holmes has spent twenty-four years in the banking industry, and prior to his time at FirstBank served as the Director of Corporate Financial Services and the Chief Retail Banking Officer for the Greenville, South Carolina based South Financial Group, a publicly traded bank holding company. Mr. Holmes’ responsibilities at South Financial Group included mortgage, insurance, the SBA division, retail strategy, retail sales and oversight at the 180-branch network. Previously, he worked for twenty years in the Memphis-area market, first with Ernst & Young and then in several management positions for National Bank of Commerce (which was acquired by SunTrust) and Trustmark National Bank. He holds his certified public accountant certification. Mr. Holmes’ leadership, together with the skills and knowledge of the banking industry and the Bank gained during his tenure with us, has been instrumental to our recent growth and success. In addition, Mr. Holmes brings to our board and company a unique blend of banking experience in both community and metropolitan markets that is extremely valuable to us as we look to grow our franchise in both markets.

 

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James R. Gordon. Mr. Gordon serves as Chief Financial Officer of both the Company and FirstBank. He assumed this position in January 2016. In this capacity, he oversees the finance division of both our holding company and the bank. Prior to joining FirstBank, Mr. Gordon was a Partner at Horne LLP, an accounting firm ranked among the top fifty accounting firms in the country, from 2011 to 2016, and served as CFO of The South Financial Group, a large publicly traded bank holding company headquartered in Greenville, SC, from 2007 to 2010. In his capacity as CFO of The South Financial Group, his primary responsibilities included overseeing all of the accounting, financial, investor relations and related functions as well as the Mortgage, SBA Lending and Information Technology divisions. Mr. Gordon is a graduate of the University of Mississippi, where he earned a Bachelor’s of Accountancy in 1987. He also received a Diploma from the Mid-South School of Banking in 1992. Mr. Gordon holds his CPA certification and is a licensed accountant in the state of Tennessee.

Wilburn J. Evans. Mr. Evans has served as President of FirstBank Ventures since 2010. He has spent the majority of his career with FirstBank, helping it grow into the third largest bank headquartered in Tennessee. Mr. Evans joined FirstBank in 1987 as Chief Financial Officer before serving as Executive Vice President of FirstBank from 1996-2002 and as Chief Operating Officer of FirstBank from 2002 to 2010. As President of FirstBank Ventures, Mr. Evans has the overall responsibility for FirstBank’s mortgage banking segment and investment functions. In addition to his extensive banking experience, Mr. Evans brings three years of public accounting experience to us.

Timothy L. Johnson. Mr. Johnson is the Chief Risk Officer for FirstBank, a position he has held since 2013, overseeing the Audit, Compliance, Credit Underwriting, Risk Management, and Credit Administration departments. He joined FirstBank in 1999 as a member of the Credit and Loan Administration department, before being promoted to Senior Vice President of Loan Administration in 2000, a position he held until being promoted to Chief Risk Officer. Mr. Johnson brings 27 years of experience in financial services to FirstBank, particularly with respect to credit, mortgage, municipal finance, retail banking, commercial lending, consulting and regulatory relations. He is a member of the Risk Management Association. Mr. Johnson provides us with significant experience in risk management and compliance.

Board of directors

The following table sets forth information regarding the directors of FB Financial Corporation:

 

Name    Age      Position

James W. Ayers

     72       Executive Chairman and Chairman of the Board

Christopher T. Holmes

     52       President, Chief Executive Officer and Director

Orrin H. Ingram

     55       Independent Director

Ruth E. Johnson

     66       Independent Director

Stuart C. McWhorter

     48       Independent Director

Certain biographical information for our directors who do not also serve as executive officers is set forth below.

Orrin H. Ingram. Mr. Ingram has served as a director of the Company since 2006. He has served as the President and Chief Executive Officer of Ingram Industries, Inc., a diversified holding company, and as the Chairman and Chief Executive Officer of Ingram Barge Company, a leading U.S. marine transportation company, since 1999. He has also served as the Chairman of the Board of Overseers at the Vanderbilt-Ingram Cancer Center since 1999. He has substantial civic leadership in the city of Nashville area having served on the board of directors for the Nashville Area Chamber of Commerce, the Boys & Girls Clubs of Middle Tennessee, and the Nashville Public Education Foundation. Mr. Ingram brings us an extensive knowledge of the Tennessee and Nashville business

 

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communities. Furthermore, his service as CEO of Ingram Industries and as Chairman and CEO of Ingram Barge, together with various board affiliations, including serving on the board of Coca-Cola European Partners, PLC, has given him leadership experience, business acumen and financial literacy that is beneficial to our board.

Ruth E. Johnson. Ms. Johnson has served as a director of FirstBank since 2004 and of the Company since 2013. In conjunction with her duties as a director of the Company, she has served as both a member and as the chair of the Company’s Audit Committee since 2013. She is the Associate Vice-President for Advancement at Meharry Medical College in Nashville, Tennessee, a position she has held since February, 2005, and was previously an attorney in private practice. In addition to her service on the Company and FirstBank boards, Ms. Johnson also serves as a director of the Baptist Healing Trust, a non-profit organization that seeks to improve the accessibility of health care to the vulnerable populations of Middle Tennessee, and the International Athena Board, a non-profit organization that supports the development of female leaders. From 1995 to 2003, Ms. Johnson served as Commissioner of Revenue for the State of Tennessee under Governor Don Sundquist. In 2014, she ended a nine year term as a board member of the Planned Giving Council of Middle Tennessee, which assists donors with charitable gift planning. Ms. Johnson provides strong legal expertise to our board of directors, particularly in the areas of corporate governance.

Stuart C. McWhorter. Mr. McWhorter has served as a director of the Company since 2006 and as a member of the Audit Committee since 2006. As the Co-Founder and Chairman of Clayton Associates since 1996, an investment firm that makes seed, angel and venture stage investments in healthcare and technology industries in Brentwood, Tennessee, Mr. McWhorter offers over 20 years of experience in entrepreneurship and early stage investing. Mr. McWhorter also served for one year from April 2015 to April 2016 as the Chief Executive Officer of the Nashville Entrepreneur Center, a Nashville-based non-profit organization that helps entrepreneurs launch and grow businesses. In addition, until 1998, Mr. McWhorter was part of the founding management team of OrthoLink Physicians Corporation, a company that offers support services for physician practices, including human resources, legal, radiology, transcription, and workers’ compensation management services, where he served as Vice President of Managed Care and Vice President of Development. He currently serves on the board of directors for Medical Reimbursements of America, PharmMD, ProxsysRX, MedEquities Healthcare REIT, Nashville Entrepreneur Center and the Lee Company. Mr. McWhorter also has substantial civic leadership in and out of Tennessee, serving on past and present boards of Belmont University, Clemson University Foundation, Tennessee Business Roundtable, YMCA of Middle Tennessee and many others. McWhorter received his Masters in Health Administration from The University of Alabama-Birmingham and B.S. in Management from Clemson University. Mr. McWhorter brings strong leadership skills for our board and has valuable experience in growing companies gained from his career providing strategic leadership to sizeable companies.

Controlled company

Our sole shareholder, James W. Ayers, will control more than 50% of the combined voting power of our common stock after the offering. As a result, we will be considered a “controlled company” for the purposes of the listing requirements of the NYSE. As a controlled company, we may elect not to comply with certain corporate governance requirements, including the requirements:

 

 

that a majority of our board of directors consists of “independent directors,” as defined under NYSE rules;

 

 

that we have a nominating and corporate governance committee that is composed entirely of independent directors;

 

 

that we have a compensation committee that is composed entirely of independent directors; and

 

 

that we conduct annual performance evaluations of the nominating and corporate governance committee and compensation committee.

 

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We may avail ourselves of certain of these exemptions for as long as we remain a “controlled company.” Following this offering, we intend to rely on these exemptions and not have a nominating and corporate governance committee. The controlled company exemption does not modify the independence requirements for our audit committee, and our audit committee is in compliance with the independence requirements of the Sarbanes-Oxley Act and NYSE rules.

Corporate governance principles and board matters

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our board of directors has adopted corporate governance guidelines that will become effective upon the consummation of this offering, which will set forth the framework within which our board of directors, assisted by its committees, will direct the affairs of our Company. Our corporate governance guidelines will address, among other things, the composition and functions of our board of directors, director independence, compensation of directors, management succession and review, board committees and selection of new directors. Upon completion of this offering, these corporate governance guidelines will be available on our website at www.firstbankonline.com.

Board structure. Upon completion of the offering, our board of directors will consist of five members. Our board has determined that each of Mr. Ingram, Ms. Johnson and Mr. McWhorter is independent under applicable NYSE rules, although as a “controlled company,” we are not required to have a majority of independent directors on our board.

Director qualifications. We believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, government or civic organizations. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on their own unique experience. Each director must represent the interests of all shareholders. When considering potential director candidates, our board of directors also considers the candidate’s independence, character, judgment, diversity, age, skills, including financial literacy, and experience in the context of our needs and those of our board of directors. While we have no formal policy regarding the diversity of our board of directors, our board of directors may consider a broad range of factors relating to the qualifications and background of director nominees, which may include personal characteristics. Our board of director’s priority in selecting board members is the identification of persons who will further the interests of our shareholders through his or her record of professional and personal experiences and expertise relevant to our growth strategy.

Board designation rights. Pursuant to the shareholder’s agreement that we intend to enter into with Mr. Ayers prior to or upon completion of this offering, Mr. Ayers will have the right to designate a majority of the members of our board of directors for so long as Mr. Ayers owns a majority of the outstanding shares of our common stock. See “Certain relationships and related person transactions.” Mr. Ayers’ director designation rights will decrease as his percentage ownership of our common stock decreases, with the ability to designate up to (i) 40% of the total number of directors, in the event that he beneficially owns more than 40%, but less than or equal to 50%, of the outstanding shares of our common stock, (ii) up to 30% of the total number of directors, in the event that he beneficially owns more than 30%, but less than or equal to 40%, of the outstanding shares of our common stock, (iii) up to 20% of the total number of directors, in the event that he beneficially owns more than 20%, but less than or equal to 30%, of the outstanding shares of our common stock and (iv) up to 10% of the total number of directors, in the event that he beneficially owns, directly or indirectly, at least 5% of the then outstanding shares of our common stock, in each case rounded up to the nearest whole number of directors. In addition, our chief executive officer shall have the right to serve as a

 

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board member. Mr. Ayers intends to designate himself, Mr. Ingram and Mr. McWhorter as his initial director designees. If at any time a designee of Mr. Ayers ceases to serve on our board of directors, Mr. Ayers will have the right to designate or nominate a successor to fill such vacancy or, if he loses his right to designate any such directors pursuant to the terms of the shareholder’s agreement, these positions will be filled in accordance with our charter and bylaws. All other directorships will be filled in accordance with our charter and bylaws. See “Description of Capital Stock” for more information regarding our amended and restated charter and our amended and restated bylaws.

Mr. Ayers will also have the right, for so long as we qualify as a “controlled company” under applicable listing standards, to designate (i) a majority of the members of any nominating and corporate governance committee or similar committee of our board and (ii) up to two members of any compensation committee or similar committee of our board. In the event that we no longer qualify as a “controlled company” under applicable listing standards, Mr. Ayers will continue to have the right to designate at least one member of each such committee of our board for so long as permitted under applicable law and for so long as Mr. Ayers continues to have the right to designate at least one director. The designation rights under the shareholders agreement shall terminate upon the earlier of Mr. Ayer’s death or permanent disability or when Mr. Ayers holds less than 5% of our outstanding shares of common stock.

Board leadership structure. Our board of directors meets on an annual basis and the Bank’s board of directors meet quarterly. Following this offering, our board of directors will meet at least quarterly. While the role of our Chief Executive Officer and Chairman of our board are currently separated, we do not have a policy regarding the separation of these roles, as our board of directors believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of our board of directors. Our board of directors has determined that having the roles of Chief Executive Officer and Chairman separate is in the best interests of our shareholders at this time. In particular, our board of directors believes that this structure clarifies the individual roles and responsibilities of Mr. Holmes and Mr. Ayers, streamlines decision-making and enhances accountability. As Executive Chairman, Mr. Ayers remains deeply involved in key matters, such as consideration of acquisitions, strategic investments and overall strategy, and continues to advise Mr. Holmes. In this role and given his in-depth knowledge of our business, our markets and the banking industry, our board of directors believes that Mr. Ayers continues to be best positioned to chair our board of directors.

Board risk management and oversight. Our board of directors is ultimately responsible for the oversight of our overall risk management processes while the Bank’s board of directors is responsible for risk management oversight at the Bank. Our board of directors approves policies that set operational standards and risk limits at the Bank, and any changes to the Bank’s risk management program require approval by the Bank’s board of directors. Management is responsible for the implementation, integrity and maintenance of our risk management systems ensuring the directives are implemented and administered in compliance with the approved policy. Our risk management officer supervises the overall management of our risk management program, reports to management and yet also retains independent access to both our board of directors and the Bank’s board of directors.

Compensation committee interlocks and insider participation. We did not have a compensation committee during 2015, and the compensation of our executive officers for 2015 was recommended by our Chief Executive Officer and Chairman and such recommendations were approved by our board of directors.

None of our executive officers currently serves as a member of the compensation committee or as a director with compensation duties of any entity that has executive officers serving on our board of directors. None of our executive officers has served in such capacity in the past 12 months.

 

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Board committees

Our board of directors has established an audit committee and a compensation committee and has also adopted a written charter for each of these committees under which they will operate. A copy of each of these charters will be available on our website at www.firstbankonline.com after the completion of this offering.

Our board also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

Audit committee

The audit committee will, among other things, assist the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The audit committee will also oversee the performance of our internal audit function.

The audit committee consists of Mr. Ingram, Ms. Johnson, and Mr. McWhorter. The board of directors has determined that Ms. Johnson qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC, and that each of the members of the audit committee are independent under the applicable SEC and NYSE rules and have the ability to reach and understand financial statements.

Compensation committee

The compensation committee will, among other things, assist the board of directors in reviewing compensation received by directors for service on the board of directors and its committees, reviewing and approving the compensation of our executive officers, evaluating the performance of our chief executive officer, overseeing the performance evaluation of management and administering and making recommendations to the board of directors with respect to our incentive-compensation plans, equity-based compensation plans and other benefit plans. The compensation committee will also oversee management continuity and succession planning.

The compensation committee consists of Mr. Ingram and Mr. McWhorter. The board of directors has determined that each of the members of the compensation committee is independent under applicable SEC and NYSE rules.

Code of business conduct and ethics

Our board of directors has adopted a Code of Business Conduct and Ethics that will be effective upon the consummation of this offering that is designed to ensure that our directors, executive officers and associates meet the highest standards of ethical conduct. The Code of Business Conduct and Ethics will require that our directors, executive officers and associates avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our best interest. Upon completion of the offering, a copy of our Code of Conduct will be available free of charge on our website at www.firstbankonline.com. We expect that any amendments to such code and guidelines, or any waivers of their requirements with respect to our directors or executive officers, will be disclosed on our corporate website or by such other means as may be required by applicable NYSE rules.

 

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Executive compensation and other matters

Summary compensation table

The following table sets forth information concerning the compensation paid to our principal executive officer and our two other most highly compensated executive officers (our named executive officers, or NEOs) during our fiscal year ended December 31, 2015.

 

Name and principal position   Year    

Salary

($)

   

Stock

awards

($)(1)

   

Non-equity

incentive plan

compensation

($)

   

All other

compensation

($)

   

Total

($)

 

Christopher T. Holmes

    2015        365,000        199,058        462,495        11,536 (2)      1,038,089   

President and Chief

Executive Officer (CEO)

           

Wilburn J. Evans

    2015        225,000        101,275        750,000 (3)      21,750 (4)      1,098,025   

President, FirstBank Ventures

           

Timothy L. Johnson

    2015        156,000        71,591        47,500 (5)      3,340 (6)      275,931   

Chief Risk Officer

           

 

 

 

(1)   Represents the grant date fair value of phantom stock units, which we refer to as EBI Units, granted to the NEO during 2015 under the FirstBank 2012 Equity Based Incentive Plan, or the 2012 EBI Plan. The fair value of the EBI Units is based upon the fair market value of our common stock, as determined in accordance with the terms of the 2012 EBI Plan, as of December 31, 2013 ($1,746.12). See Note 23, “Employee Benefit Plans,” in the notes to our consolidated financial statements included in this prospectus for additional information related to the fair value of the EBI Units. The number of EBI Units granted to each of Holmes, Evans and Johnson in 2015 was 114, 58 and 41, respectively. See below for a description of the 2012 EBI Plan.

 

(2)   Reflects (i) $3,586 attributable to Mr. Holmes’ personal use of a company car, determined based upon the aggregate incremental cost to the Company, and (ii) $7,950 as a 401(k) matching contribution.

 

(3)   Reflects the annual bonus paid to Mr. Evans with respect to 2015. Mr. Evans is eligible to participate in a bonus pool established for select management providing services to FirstBank Ventures. The available bonus pool is a function of profit generated by FirstBank Ventures. If FirstBank Ventures achieves budgeted profit for a given year, then the bonus pool will be funded with 10% of such profit. The percentage of profit that funds the bonus pool will be increased or decreased in 10% increments if the Bank exceeds or falls below target performance, respectively, with a maximum of 12% of profits. Mr. Evans’ annual bonus is equal to approximately 25% to 30% of the bonus pool, depending on the number of employees eligible to participate for the applicable year.

 

(4)   Reflects a 401(k) matching contribution of $7,950 and a car allowance of $13,800.

 

(5)   Reflects the annual bonus paid to Mr. Johnson with respect to 2015, determined based on our Board’s subjective review of his performance during 2015.

 

(6)   Reflects a 401(k) matching contribution.

Agreements with NEOs

Employment agreement with Mr. Holmes

On August 19, 2016, we entered into an employment agreement with Mr. Holmes, the material terms of which are described below.

Term and Compensation

The initial term of the agreement expires on August 19, 2019, with automatic renewals for additional one-year periods unless either party gives notice to the other of its intent not to renew the agreement. Mr. Holmes’ employment agreement provides that he is entitled to a minimum annual base salary of $400,000 (subject to annual review and increases) and is entitled to participate in all incentive, savings, retirement, and welfare benefit plans generally made available to our senior executive officers. Mr. Holmes will have an opportunity to earn an annual cash bonus and an annual equity grant under our long-term incentive plan, based upon

 

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performance criteria established from time to time by the Compensation Committee. The expectation is that the majority of Mr. Holmes’ total compensation will be performance-based. Mr. Holmes is entitled to fringe benefits generally made available to our senior executive officers. During the term, we will provide Mr. Holmes with a company car and maintenance allowance and we will reimburse him for his membership dues at a local country club, as well as pay the premiums on a term life insurance contract with a death benefit of $2,500,000.

Special One-Time Grants

Pursuant to his employment agreement and in recognition of his prior service with us, on August 19, 2016, we granted to Mr. Holmes a special one-time award under the 2012 EBI Plan, comprised of two parts as described below:

 

 

100,420 EBI units, which number was determined by dividing $2,150,000 by the fair market value (as defined under the 2012 EBI Plan) of a share of our common stock. This award is fully-vested and will become payable in accordance with 2012 EBI Plan on the earlier of (i) December 31, 2016, (ii) a change in our control, (iii) Mr. Holmes’ separation from service by reason of his disability, or (iv) Mr. Holmes’ death. This award does not have any voting or dividend rights.

 

 

109,762 EBI Units, which number was determined by dividing $2,350,000 by the fair market value (as defined in the 2012 EBI Plan) of a share of our common stock. These EBI Units will vest and become payable in two approximately equal installments on each of February 1, 2018 and August 1, 2019, or earlier upon (i) a change in our control, (ii) Mr. Holmes’ separation from service by reason of his disability, or (iii) Mr. Holmes’ death. The grant is conditioned, in each case, upon Mr. Holmes continued employment with us on each vesting date, and if his employment terminates for any reason (other than termination by death or disability), then he will forfeit any unvested portion of these EBI Units. This special EBI grant does not have any voting or dividend rights. In addition, if, prior to December 31, 2019, (i) we terminate Mr. Holmes employment for cause, or (ii) Mr. Holmes breaches any of the restrictive covenants contained in the employment agreement, then, upon our request, Mr. Holmes will immediately repay to us any cash received upon settlement of these EBI Units or, if Mr. Holmes elects stock settlement, reconvey to us any shares received upon settlement of these EBI Units.

Severance Benefits

Mr. Holmes’ employment agreement may be terminated by us at any time with or without “cause” or by us for “poor performance” or by Mr. Holmes with or without “good reason” (as such terms are defined therein). The employment agreement also terminates automatically upon Mr. Holmes death and may be terminated by us if Mr. Holmes becomes disabled. Depending on the reason for the termination, the executive will be entitled to certain severance benefits, as described below.

 

 

If Mr. Holmes dies, if we terminate his employment due to his disability or for cause or if he resigns without good reason, then he will receive only the salary that is accrued through the date of termination.

 

 

If Mr. Holmes’ employment is terminated by us without cause or if he resigns for good reason, then, in addition to his accrued salary, he will be entitled to an amount equal to two times the sum of his then current base salary plus the annual bonus received by him for the fiscal year immediately preceding the year in which his date of termination occurs, payable in approximately equal installments over the two year period following his termination.

 

 

If Mr. Holmes’ employment is terminated by us for “poor performance”, then, in addition to accrued salary, he will be entitled to an amount equal to one times the sum of his then current base salary plus the annual

 

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bonus received by him for the fiscal year immediately preceding the year in which his date of termination occurs, payable in approximately equal installments over the one year period following his termination. In such case, the non-competition and non-solicitation covenants described below will apply for one year following termination.

 

 

If we elect not to renew the employment agreement at the end of the initial term or at the end of any renewal term and we subsequently terminate Mr. Holmes employment without cause, then we may elect, in our sole discretion, to either (i) pay to Mr. Holmes an amount equal to two times the sum of his then current base salary plus the annual bonus received by him for the fiscal year immediately preceding the year in which his date of termination occurs, payable in approximately equal installments over the two year period following his termination, in which case the restricted period for purposes of his non-competition and non-solicitation covenants will be two years, or (ii) pay to Mr. Holmes an amount equal to one times the sum of his then current base salary plus the annual bonus received by him for the fiscal year immediately preceding the year in which his date of termination occurs, payable in approximately equal installments over the one year period following his termination, in which case the restricted period for purposes of his non-competition and non-solicitation covenants will be one year. If Mr. Holmes elects not renew the employment agreement at the end of the initial term or any renewal term and subsequently resigns for any reason, then he will not receive a severance payment and will receive only the salary that is accrued through the date of termination.

 

 

The employment agreement provides that if any payments or benefits would be subject to the excise tax imposed under Section 4999 of the tax code, then there will be a comparison of the after-tax benefit to Mr. Holmes of (i) the total parachute payments after he pays the excise tax and income taxes thereon, to (ii) a cut back of parachute payments to the extent necessary to avoid the imposition of the excise tax, and Mr. Holmes will receive whichever amount yields the more favorable result to him.

The severance benefits describe above are conditioned upon Mr. Holmes executing and not revoking a release of claims and covenant not to sue agreement, as well as his compliance with the restrictive covenants contained in his employment agreement.

Restrictive Covenants

Mr. Holmes’ employment agreement contains confidentiality, non-competition and employee and customer non-solicitation covenants that apply during his employment with us and for two years after his termination of employment, or one year in the event we elect not to continue his employment after the end of the original term or any renewal term and choose to pay only one year’s severance, as described above, or one year in the case of termination of his employment for “poor performance.”

Outstanding equity awards at 2015 fiscal year end

 

      Stock awards  
Name   

Number of shares or units of stock

that have not vested (#)(7)

   

Market value of shares or units of stock

that have not vested ($)(6)

 

Christopher T. Holmes

     324 (1)      693,635   

Wilburn J. Evans

     214 (2)      458,142   
     145 (3)      182,730   

Timothy L. Johnson

     145 (4)      310,423   
       57 (5)      71,832   

 

(1)   Reflects unvested EBI Units, which vest as follows: 95 EBI Units on January 31, 2016, 115 EBI Units on January 31, 2017 and 114 EBI Units on January 31, 2018.

 

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(2)   Reflects unvested EBI Units, which vest as follows: 86 EBI Units on January 31, 2016, 70 EBI Units on January 31, 2017 and 58 EBI Units on January 31, 2018.

 

(3)   Reflects unvested units, which we refer to as Preferred EBI Units, granted under the FirstBank Preferred Equity Based Incentive Plan, which we refer to as the Preferred EBI Plan, which vest as follows: 75 Preferred EBI Units on December 31, 2016, and 70 Preferred EBI Units on December 31, 2017.

 

(4)   Reflects unvested EBI Units, which vest as follows: 52 EBI Units on January 31, 2016, 52 EBI Units on January 31, 2017 and 41 EBI Units on January 31, 2018.

 

(5)   Reflects unvested Preferred EBI Units granted under the Preferred EBI Plan, which vest as follows: 29 Preferred EBI Units on December 31, 2016 and 28 Preferred EBI Units on December 31, 2017.

 

(6)   Based upon the fair market value of the Company’s common stock, as determined in accordance with the terms of the 2012 EBI Plan and the Preferred EBI Plan, as of December 31, 2015 ($2,140.85 and $1,260.21, respectively).

 

(7)   This table does not reflect the 100 for 1 stock split recently enacted.

Deferred compensation

On April 1, 2015, we entered into a Deferred Compensation Agreement with Mr. Holmes, effective as of December 31, 2014, pursuant to which he is entitled to receive a fixed lump sum cash payment equal to $3,000,000 on December 31, 2019 or the earlier occurrence of his separation from service or a change in our control or a change in control of FirstBank. The deferred cash payment was fully-vested as of December 31, 2014, and is not subject to any clawback or other recoupment provisions. On August 19, 2016, we entered into an amendment to Mr. Holmes’ deferred compensation arrangement, pursuant to which Mr. Holme’s deferred account will be denominated in a fixed number of deferred stock units, or DSUs, with the number of DSUs to be determined by dividing $3,000,000 by the initial public offering price of our common stock. The DSUs will be convertible on a 1-for-1 basis into shares of our common stock on the original payment dates under the deferred arrangement, as describe above.

Other retirement benefits

Other than Mr. Holmes’ deferred compensation agreement described above and benefits under our 401(k) plan, we have not provided our NEOs with any retirement or deferred compensation benefits.

2012 EBI Plan, 2010 EBI Plan and Preferred EBI Plan

The Company has granted EBI Units to certain employees, including our NEOs, pursuant to the 2012 EBI Plan, the 2010 EBI Plan and the Preferred EBI Plan. Pursuant to the terms of the Plans, each EBI Unit vests and becomes payable as to 100% of the units either on (i) the third anniversary of the date of grant with respect to awards granted under the 2012 EBI Plan, (ii) ratably over five years with respect to awards under the 2010 EBI Plan, or (iii) ratably over seven years following the date of grant, with respect to awards granted under the Preferred EBI Plan. Vesting also occurs in each Plan upon change of control, or death or disability and upon retirement after age 65. On or shortly following the vesting date, the holder of an EBI Unit will receive an amount in cash equal to the fair market value of a share of common stock on the December 31 immediately preceding the payment date. For purposes of the 2012 EBI Plan, fair market value is determined based upon the average of the sum of (a) 15 times “FSB After-Tax Earnings” and (b) 1.5 times the Company’s “FSB Tangible Book Value.” FSB After-Tax Earnings is defined as consolidated pre-tax earnings minus a default rate equal to the then existing corporate income tax rate imposed by the Code on a corporation’s earnings of such amount. FSB Tangible Book Value is defined as consolidated equity less Unrealized Gain (Loss) and less Intangibles. For purposes of the 2010 EBI Plan and the Preferred EBI Plan, fair market value per share is determined by dividing 7.5% of the total assets of the Company by the total shares outstanding on the date of determination.

We have an older (2006) EBI Plan, but we have discontinued its use, and there are no units outstanding under this Plan.

 

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On August 8, 2016, the Compensation Committee approved an amendment to the 2012 EBI Plan, the Preferred EBI Plan and the 2010 Equity Based Incentive Plan to allow the Company to permit participants to elect to receive, for each EBI Unit vested to such participant, either (i) an amount in cash, or (ii) a number of shares of our common stock determined pursuant to a conversion formula that will take into account the effect of this offering. If so permitted, a participant must make such election at the time and in the form provided by the Company. In addition, the amendment includes a modification of the definition of fair market value contained therein to contemplate appropriate anti-dilution adjustments to fair market value formula to prevent dilution of rights immediately resulting from transactions such as this offering. And, the Compensation Committee approved an amendment to the 2012 EBI Plan allowing the Compensation Committee to grant units under the Plan having terms and conditions, including vesting, that differ from those provided in the Plan.

Equity and cash compensation plan

In connection with this offering, our board of directors and our sole stockholder approved the FB Financial Corporation 2016 Incentive Plan, or the Incentive Plan, the material terms of which are described below.

Permissible Awards. The Incentive Plan authorizes the granting of awards in any of the following forms:

 

 

options to purchase shares of our common stock, which may be designated under the tax code as nonstatutory stock options (which may be granted to all participants) or incentive stock options (which may be granted to officers and employees but not to consultants or non-employee directors);

 

 

SARs, which give the holder the right to receive the difference (payable in cash or stock, as specified in the award agreement) between the fair market value per share of our common stock on the date of exercise over the base price of the award;

 

 

restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by our compensation committee;

 

 

restricted stock units, or RSUs, which represent the right to receive shares of our common stock (or an equivalent value in cash or other property, as specified in the award agreement) in the future, based upon the attainment of stated vesting criteria;

 

 

deferred stock units, or DSUs, which represent the right granted to receive shares of our common stock (or an equivalent value in cash or other property, as specified in the award agreement) at a future time as determined by our compensation committee, or as determined by the recipient within guidelines established by our compensation committee in the case of voluntary deferral elections;

 

 

performance awards, which are awards payable in cash or stock upon the attainment of specified performance goals (any award that may be granted under the Incentive Plan may be granted in the form of a performance award);

 

 

other stock-based awards in the discretion of our compensation committee, including unrestricted stock grants; and

 

 

cash-based awards, including annual bonuses.

Dividend equivalent rights, which entitle the participant to payments in cash or property calculated by reference to the amount of dividends paid on the shares of stock underlying an award, may be granted with respect to awards other than options or SARs.

Authorized Shares. Subject to adjustment as provided in the Incentive Plan, the aggregate number of shares of our common stock reserved and available for issuance pursuant to awards granted under the Incentive Plan is

 

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3,500,000. Shares subject to awards that are canceled, terminated, forfeited, settled in cash, withheld to satisfy exercise prices or tax withholding obligations will again be available for awards under the Incentive Plan. In the event of a nonreciprocal transaction between us and our stockholders that causes the per share value of our common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the share authorization limits under the Incentive Plan will be adjusted proportionately, and our compensation committee must make such adjustments to the Incentive Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.

Limit on Shares Granted to Non-Employee Directors. The maximum aggregate number of shares associated with any award granted under the Incentive Plan in any calendar year to any one non-employee director is 100,000 shares.

Limitations on Transfer. No award will be assignable or transferable by a participant other than by will or the laws of descent and distribution; provided, however, that our compensation committee may permit other transfers (other than transfers for value) where our compensation committee concludes that such transferability does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards.

Treatment of Awards upon a Participant’s Death or Disability. Unless otherwise provided in an award certificate or any special plan document governing an award, upon the termination of a participant’s service due to death or disability:

 

 

each of that participant’s outstanding options and SARs that are solely subject to time-based vesting requirements will become vested and fully exercisable as of the date of termination;

 

 

each of that participant’s other outstanding awards that are solely subject to time-based vesting restrictions will become vested, and such restrictions will lapse as of the date of termination; and

 

 

each of that participant’s outstanding awards that are solely subject to performance-vesting requirements will vest based on target performance and the awards will pay out on a pro rata basis, based on the time elapsed prior to the termination of service.

Treatment of Awards upon a Change in Control. Unless otherwise provided in an award certificate or any special plan document governing an award, upon the occurrence of a change in control of our company in which awards are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by our compensation committee or our board of directors:

 

 

all outstanding options, SARs and other awards in the nature of rights that may be exercised will become fully exercisable;

 

 

all time-based vesting restrictions on outstanding awards will lapse; and

 

 

the payout opportunities attainable under all outstanding performance-based awards will vest based on target performance and the awards will pay out on a pro rata basis, based on the time elapsed prior to the change in control.

With respect to awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a change in control, if within two years after the effective date of the change in control, a

 

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participant’s employment is terminated without Cause or the participant resigns for Good Reason (as such terms are defined), then:

 

 

all of that participant’s outstanding options, SARs and other awards in the nature of rights that may be exercised will become fully exercisable;

 

 

all time-based vesting restrictions on that participant’s outstanding awards will lapse; and

 

 

the payout opportunities attainable under all of that participant’s outstanding performance-based awards will vest based on target performance and the awards will pay out on a pro rata basis, based on the time elapsed prior to the date of termination.

Discretionary Acceleration. Our compensation committee may, in its discretion, accelerate the vesting and/or payment of any awards for any reason. Our compensation committee may discriminate among participants or among awards in exercising such discretion.

Certain Transactions. Upon the occurrence or in anticipation of certain corporate events or extraordinary transactions, our compensation committee may also make discretionary adjustments to awards, including settling awards for cash, providing that awards will become fully vested and exercisable, providing for awards to be assumed or substituted, or modifying performance targets or periods for awards.

Termination and Amendment. The Incentive Plan will terminate on August 15, 2026, the tenth anniversary of the date our board of directors first approved the Incentive Plan, or, if our stockholders approve an amendment to the Incentive Plan that increases the number of shares subject to the Incentive Plan, the tenth anniversary of the date of such approval, unless earlier terminated by our board of directors or compensation committee. Our board of directors or compensation committee may, at any time and from time to time, terminate or amend the Incentive Plan, but if an amendment to the Incentive Plan would constitute a material amendment requiring stockholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to stockholder approval. No termination or amendment of the Incentive Plan may adversely affect any award previously granted under the Incentive Plan without the written consent of the participant. Without the prior approval of our stockholders, and except as otherwise permitted by the anti-dilution provisions of the Incentive Plan, the Incentive Plan may not be amended to directly or indirectly reprice, replace or repurchase “underwater” options or SARs.

Our compensation committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless approved by our stockholders or otherwise permitted by the anti-dilution provisions of the Incentive Plan, (i) the exercise price or base price of an option or SAR may not be reduced, directly or indirectly, (ii) an option or SAR may not be cancelled in exchange for cash, other awards, or options or SARS with an exercise price or base price that is less than the exercise price or base price of the original option or SAR, or otherwise, (iii) we may not repurchase an option or SAR for value (in cash or otherwise) from a participant if the current fair market value of the shares of our common stock underlying the option or SAR is lower than the exercise price or base price per share of the option or SAR, and (iv) the original term of an option or SAR may not be extended.

Prohibition on Repricing. As indicated above under “Termination and Amendment,” outstanding stock options and SARs cannot be repriced, directly or indirectly, without the prior consent of our stockholders. The exchange of an “underwater” option or stock appreciation right (i.e., an option or stock appreciation right having an exercise price or base price in excess of the current market value of the underlying stock) for cash or for another award would be considered an indirect repricing and would, therefore, require the prior consent of our stockholders.

 

 

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Certain Federal Income Tax Effects

The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the Incentive Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State and local income tax consequences are not discussed and may vary from locality to locality.

Nonstatutory Stock Options. There will be no federal income tax consequences to the optionee or to us upon the grant of a nonstatutory stock option under the Incentive Plan. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of our common stock received upon exercise of the option at the time of exercise over the exercise price, and we will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

Incentive Stock Options. There typically will be no federal income tax consequences to the optionee or to us upon the grant or exercise of an incentive stock option. If the optionee holds the acquired option shares for the required holding period of at least two years after the date the option was granted and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and we will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and we will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income.

SARs. A participant receiving a SAR under the Incentive Plan will not recognize income, and we will not be allowed a tax deduction, at the time the award is granted. When the participant exercises a SAR, the amount of cash and the fair market value of any shares of common stock received will be ordinary income to the participant, and we will be allowed a corresponding federal income tax deduction at that time.

Restricted Stock. Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and we will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of our common stock as of that date (less any amount he or she paid for the stock), and we will be allowed a corresponding federal income tax deduction at that time. If the participant files an election under Section 83(b) of the tax code within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and we will be allowed a corresponding federal income tax deduction at that time. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Section 83(b) election.

Restricted or Deferred Stock Units. A participant will not recognize income, and we will not be allowed a tax deduction, at the time a stock unit award is granted. When the participant receives or has the right to receive shares of common stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of our common stock or other

 

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property as of that date (less any amount he or she paid for the stock or property), and we will be allowed a corresponding federal income tax deduction at that time.

Performance Awards Payable in Cash. A participant will not recognize income, and we will not be allowed a tax deduction, at the time a performance award payable in cash is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a participant will recognize ordinary income equal to the cash received, and we will be allowed a corresponding federal income tax deduction at that time.

Section 409A. The Incentive Plan permits the grant of various types of incentive awards, which may or may not be exempt from Section 409A of the tax code. If an award is subject to Section 409A, and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Restricted stock awards, and stock options and SARs that comply with the terms of the Incentive Plan are generally exempt from the application of Section 409A of the tax code. Stock units, other stock-based awards and cash-based awards that are granted in one year and payable in a later year generally are subject to Section 409A unless they are designed to satisfy the short-term deferral exemption from such law. If not exempt, such awards must be specially designed to meet the requirements of Section 409A in order to avoid early taxation and penalties.

Tax Withholding. Our company and any of our affiliates have the right to deduct or withhold, or require a participant to remit to us, an amount sufficient to satisfy federal, state and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Incentive Plan.

Equity Awards in Connection with this Offering

In connection with this offering, our board of directors has approved a special, one-time grant under the Incentive Plan to substantially all of our employees (including each of our executive officers other than Mr. Ayers and Mr. Holmes) having an aggregate value of $13,500,000, as summarized in the table below. The number of shares granted will be determined by dividing $13,500,000 by the initial public offering price of our common stock. Such awards will be granted on the effective date of this offering. Our board of directors approved these equity awards to recognize our employees’ prior service with our company, as well as to better align their interests with those of our stockholders. The equity awards provide an opportunity for the executive officers, in particular, to make significant progress towards increasing their ownership in the company. All such awards will be subject to such terms and conditions as determined by the board of directors. Awards having a value of $2,500 or less will be fully-vested on the grant date. Awards having a value greater than $2,500 will be granted in the form of restricted stock units, or RSUs, which will generally vest (i) 20% on each of the first five anniversaries of the grant date, or (ii) 100% on the fifth anniversary of the date of grant, in each case subject to the grantee’s continued employment with us on the vesting date. Messrs. Evans, Johnson and Gordon will receive an award of RSUs having a value of $2,375,000, $950,000 and $3,300, respectively, which RSUs will vest 100% on the fifth anniversary of the date of grant, subject to their continued employment with us on such date.

 

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Summary of One-Time IPO Equity Awards, Conversion of Deferred Compensation and Conversion of EBI Units

 

Grant Description   

Dollars
Awarded

($)

    

Previously
Expensed

(as of June
30, 2016) ($)

     Vesting Period

Conversion of Outstanding EBI Plan Units into Restricted Stock Units (RSU)

  

 

7,553,583

  

  

 

5,750,000

  

  

Varies by participant and plan (with a maximum 3-year period)

Conversion of Existing Deferred Compensation Arrangement and New EBI Units Granted to Mr. Holmes

  

 

7,500,000

  

  

 

3,000,000

  

  

$5,150,000 immediate

 

Remainder over 18-month to 3-year period beginning August 1, 2016

One-time Grant of Shares and RSUs to Employees

  

 

13,500,000

  

  

 

N/A

  

  

Approximately $1,000,000 immediate

 

Remainder vests (ratably or cliff) at end of 5-year period from completion of the offering

Total

     28,553,583         8,750,000      

 

  

 

 

    

 

 

    

 

We expect to record approximately $3.15 million in additional pretax compensation expense and additional ongoing compensation expense over the vesting period (up to five years in some cases) of these special, one-time awards.

 

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2015 Director compensation

The following table reflects the fees earned by or paid to our directors in connection with their service on the Company’s board of directors and the Bank’s board of directors during 2015.

 

Name   

Fees earned or

paid in cash ($)

     Total ($)  

James W. Ayers

   $ 200,000       $ 200,000   

Orrin H. Ingram

   $ 30,000       $ 30,000   

Ruth E. Johnson

   $ 30,000       $ 30,000   

Stuart C. McWhorter

   $ 30,000       $ 30,000   

In 2015, we paid each of Ingram, McWhorter and Johnson $30,000 as an annual retainer for their service on the Company’s board of directors, less what they received for their service on the Bank’s board of directors. Each of Ingram, McWhorter and Johnson were eligible to receive the following meeting fees with respect to their service on the Bank’s board of directors: $1,000 for attendance at each regularly-scheduled meeting, $350 for attendance at each Audit Committee meeting and $350 for attendance at each Special Committee meeting. Mr. Ayers receives an annual compensation of $200,000 for his services as our Chairman.

After the offering, we intend to make a an equity grant to each of our non-employee directors under our long-term incentive plan to be adopted in connection with this offering having a fair market value (as defined in the plan) of $            . In addition, we intend to pay each non-employee director the following annual fees:                     . Directors who are also full-time officers or employees of our company will receive no additional compensation for serving as directors.

 

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Principal shareholders and selling shareholder

The following table sets forth information about the beneficial ownership of our common stock as of August 15, 2016 and as adjusted to reflect the completion of the offering, for:

 

 

each person known to us to be the beneficial owner of more than 5% of our common stock;

 

each of our directors and named executive officers individually;

 

all of directors and executive officers as a group; and

 

the selling shareholder.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to options exercisable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all our common stock shown as beneficially owned by the beneficial owner.

The percentage of beneficial ownership is based on 17,180,000 shares of our common stock outstanding as of August 15, 2016,         shares of common stock to be outstanding after the completion of this offering and following the special, one-time equity awards being granted to substantially all of our employees upon consummation of this offering and the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering, assuming no exercise of the underwriters’ option to purchase additional shares of our common stock, and         shares of our common stock to be outstanding after the completion of this offering and following the special, one-time equity awards being granted to substantially all of our employees upon consummation of this offering and the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering, assuming exercise of the underwriters’ option to purchase additional shares of our common stock. See also “Executive compensation and other matters: Summary of one-time IPO equity awards, conversion of deferred compensation and conversion of EBI units” herein for a discussion of these equity awards and conversion of these cash settled awards to stock settled awards. The following table does not reflect any shares of our common stock that our directors or officers may purchase in this offering through the directed share program described under “Underwriting.”

 

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Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o FB Financial Corporation, 211 Commerce Street, Suite 300, Nashville, Tennessee 37201.

 

    

Prior to this offering

 

Shares offered

 

After this offering

       

Assuming

underwriters’

option to

purchase

additional

shares is

not exercised

 

Assuming

underwriters

option to

purchase

additional

shares is

exercised in

full

 

Assuming underwriters’

option to purchase

additional shares is

not exercised

 

Assuming
underwriters

option to
purchase

additional
shares is

exercised
in full

   

Number of shares

beneficially owned

     

Number of shares

beneficially owned

 

Number of
shares

beneficially
owned

Name  

Number

of shares

 

Percentage

of shares

     

Number

of shares

 

Percentage

of shares

 

Number

of shares

 

Percentage

of shares

Directors and Named Executive Officers

               

James W. Ayers(1)

  17,180,000   100.00%             %         %

Wilburn J. Evans

  0   *             %         %

James R. Gordon

  0   *             %         %

Christopher T. Holmes

  0   *             %         %

Orrin H. Ingram

  0   *             %         %

Ruth E. Johnson

  0   *             %         %

Timothy L. Johnson

  0   *             %         %

Stuart C. McWhorter

  0   *             %         %

Directors and Executive Officers as a Group (8 Persons)

  17,180,000   100.00%             %         %

Selling Shareholder (total)

  17,180,000   100.00%                   %           %

 

*   Less than 1%

 

(1)   Mr. Ayers’ shares are held directly by Mr. Ayers and Mr. Ayers has sole voting and investment power over these shares. For a discussion of certain relationships between us and Mr. Ayers, in addition to his role as our Chairman, please see “Certain relationships and related person transactions.”

 

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Certain relationships and related person transactions

Loans to officers, directors and affiliates

We offer loans in the ordinary course of business to our insiders, including our executive officers and directors, their related interests and immediate family members and other employees. Applicable law and our written credit policies require that loans to insiders be on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties, and must not involve more than the normal risk of repayment or present other unfavorable features. Loans to non-insider employees and other non-insiders are subject to the same requirements and underwriting standards and meet our normal lending guidelines, except that non-insider employees and other non-insiders may receive preferential interest rates and fees as an employee benefit. Loans to individual employees, directors and executive officers must also comply with the Bank’s statutory lending limits and regulatory requirements regarding lending limits and collateral. All extensions of credit to the related parties must be reviewed and approved by the Bank’s board of directors, and directors with a personal interest in any loan application are excluded from the consideration of such loan application.

We have made loans to directors and executive officers. Such loans amounted to $29.9, $27.6 and $32.2 million at December 31, 2015, 2014 and 2013, respectively. The loans to such persons (i) complied with our Regulation O policies and procedures, (ii) were made in the ordinary course of business, (iii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related us and (iv) did not involve more than a normal risk of collectability or did not present other features unfavorable to the Company.

Related party transaction policy

Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve’s Regulation W, which governs certain transactions by us with our affiliates, and the Federal Reserve’s Regulation O, which governs certain loans by us to executive officers, directors and principal shareholders. We have adopted policies to comply with these regulatory requirements and restrictions.

In addition, prior to completion of this offering, our board of directors will adopt a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and the NYSE concerning related party transactions. Related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect material interest. Our related parties include our directors (including nominees for election as directors), executive officers, 5% shareholders and the immediate family members of these persons. Our CEO, in consultation with counsel, as appropriate, will review potential related party transactions to determine if they are subject to the policy. If so, the transaction will be referred to our Audit Committee for approval. In determining whether to approve a related party transaction, our Audit Committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies. Upon completion of this offering, our Related Party Transactions Policy will be available on our website at www.firstbankonline.com.

 

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Related person transactions

The following is a description of transactions during the fiscal year ended December 31, 2015 and the first half of 2016 in which we have participated and in which one or more of our directors or executive officers, or their immediate family members or entities affiliated with them, had a direct or indirect material interest.

Issuance of notes

On February 12, 1996, the Company borrowed $775 thousand from our sole shareholder and director, James W. Ayers, through a term subordinated note of which $775 thousand was outstanding as of June 30, 2016. This note carries an annual interest rate equal to the Prime Rate less 100 basis points adjusting on January 10 of each year. The Company borrowed $3.3 million on August 26, 1999 from Mr. Ayers through a term subordinated note of which $3.3 million was outstanding as of June 30, 2016. This note carries a quarterly interest rate equal to the 30 day LIBOR rate plus 200 basis points. On June 30, 2006, the Company borrowed $6.0 million from Mr. Ayers through a term subordinated note of which $6.0 million was outstanding as of June 30, 2016. This note carries a quarterly interest rate equal to the 90 day LIBOR rate plus 170 basis points. For the year ended December 31, 2015 and the first half of 2016, the aggregate amount of interest payments paid by the Company to Mr. Ayers for these subordinated notes were $0.2 and $0.1 million, respectively. The maturity date of the notes is December 31, 2021.

Subject to regulatory approval, we intend to use a portion of the net proceeds to us from this offering to fund the repayment of all $10.1 million aggregate principal amount of the subordinated notes held by our sole shareholder, plus any accrued and unpaid interest thereon.

Non-taxable distribution of S Corporation earnings

In connection with the termination of our status as an S Corporation, and prior to the pricing of this offering, our board of directors intends to declare a cash distribution to our sole shareholder in the amount of $55 million, which is intended to be non-taxable to our sole shareholder and represents a significant portion of our S Corporation earnings that have been taxed to our sole shareholder, but not distributed to him. The distribution will be contingent upon, and payable to our sole shareholder immediately following, the closing of this offering. Purchasers of our common stock in this offering will not be entitled to receive any portion of this distribution.

Other transactions

Mr. Ayers is the executive vice president and a principal shareholder of Ayers Asset Management, a business entity that manages certain of his business activities. Employees of Ayers Asset Management, including Mr. Ayers, provide consulting services to the Bank, including financial and legal advice. For these consulting services, the Bank paid approximately $306 thousand to Ayers Asset Management during the year ended December 31, 2015. The Bank terminated its consulting arrangement with Ayers Asset Management on December 31, 2015.

In addition, we have entered into an aircraft time sharing agreement, dated as of December 21, 2012, with Ayers Asset Management, pursuant to which we have the right to use, from time to time, an aircraft leased and operated by Ayers Asset Management. Ayers Asset Management bills us for our usage of the aircraft based on hours of use and operating costs. During the year ended December 31, 2015 and the first half of 2016, we paid Ayers Asset Management $57 thousand and $32 thousand, respectively, under the aviation timesharing agreement for the use of the aircraft.

 

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The Bank leases various office spaces from entities owned by Mr. Ayers. The aggregate amount paid by the Bank for the aforementioned leases was $503 thousand and $264 thousand for the year ended December 31, 2015 and the first half of 2016, respectively.

Shareholders agreement

Prior to or upon the completion of this offering, we intend to enter into a shareholder’s agreement with Mr. Ayers, in his capacity as our sole shareholder. Pursuant to the shareholder’s agreement, our Board of Directors will consist of between five and nine members, with Mr. Ayers having the right to designate a majority of the board members for so long as Mr. Ayers owns a majority of the outstanding shares of our common stock. Mr. Ayers’ director designation rights will decrease as his percentage ownership of our common stock decreases, with the ability to designate up to (i) 40% of the total number of directors, in the event that he beneficially owns more than 40%, but less than or equal to 50%, of the outstanding shares of our common stock, (ii) up to 30% of the total number of directors, in the event that he beneficially owns more than 30%, but less than or equal to 40%, of the outstanding shares of our common stock, (iii) up to 20% of the total number of directors, in the event that he beneficially owns more than 20%, but less than or equal to 30%, of the outstanding shares of our common stock and (iv) up to 10% of the total number of directors, in the event that he beneficially owns, directly or indirectly, at least 5% of the then outstanding shares of our common stock, in each case rounded up to the nearest whole number of directors. In addition, our chief executive officer shall have the right to serve as a board member. Mr. Ayers intends to designate himself, Mr. Ingram and Mr. McWhorter as his initial director designees. If at any time a designee of Mr. Ayers ceases to serve on our board of directors, Mr. Ayers will have the right to designate or nominate a successor to fill such vacancy or, if he loses his right to designate any such directors pursuant to the terms of the shareholder’s agreement, these positions will be filled in accordance with our charter and bylaws. All other directorships will be filled in accordance with our charter and bylaws. See “Description of Capital Stock” for more information regarding our amended and restated charter and our amended and restated bylaws.

Mr. Ayers will also have the right, for so long as we qualify as a “controlled company” under applicable listing standards, to designate (i) a majority of the members of any nominating and corporate governance committee or similar committee of our board and (ii) up to two members of any compensation committee or similar committee of our board. In the event that we no longer qualify as a “controlled company” under applicable listing standards, Mr. Ayers will continue to have the right to designate at least one member of each such committee of our board for so long as permitted under applicable law and for so long as Mr. Ayers continues to have the right to designate at least one director.

The shareholders agreement shall terminate upon the earlier of Mr. Ayers death or permanent disability or when Mr. Ayers holds less than 5% of our outstanding shares.

Registration rights agreement

Prior to or upon the completion of this offering, we intend to enter into a registration rights agreement with Mr. Ayers. The agreement will provide Mr. Ayers with certain demand and piggyback registration rights in respect of any registrable shares of our common stock held by him, subject to various conditions and limitations as set forth in the agreement.

Tax sharing agreement

We historically have been treated as an S-corporation for U.S. federal income tax purposes. Because we have been an S-corporation Mr. Ayers, our sole shareholder, as an individual has been taxed on our income. Therefore

 

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Index to Financial Statements

Mr. Ayers has received certain distributions (“tax distributions”) from us that were generally intended to equal the amount of tax Mr. Ayers was required to pay with respect to our income. In connection with this offering, our S-corporation status will terminate and we will thereafter be subject to federal and increased state income taxes. In the event of an adjustment to our reported taxable income for periods prior to termination of our S-corporation status, it is possible that Mr. Ayers would be liable for additional income taxes for those prior periods. Therefore, we intend to enter into a tax sharing agreement with Mr. Ayers prior to or upon consummation of this offering. Pursuant to this tax sharing agreement, upon our filing any tax return (amended or otherwise), in the event of any restatement of our taxable income or pursuant to a determination by, or a settlement with, a taxing authority, for any period during which we were an S-corporation, depending on the nature of the adjustment we may be required to make a payment to Mr. Ayers in an amount equal to Mr. Ayers’ incremental tax liability, which amount may be material. In addition, we will indemnify Mr. Ayers with respect to unpaid income tax liabilities to the extent that such unpaid income tax liabilities are attributable to an adjustment to our taxable income for any period after our S-corporation status terminates. In both cases the amount of the payment will be based on the assumption that Mr. Ayers is taxed at the highest rate applicable to individuals for the relevant periods. We will also indemnify Mr. Ayers for any interest, penalties, losses, costs or expenses arising out of any claim under the agreement. However, Mr. Ayers will indemnify us with respect to our unpaid tax liabilities (including interest and penalties) to the extent that such unpaid tax liabilities are attributable to a decrease in the Shareholder’s taxable income for any for tax period and a corresponding increase in the Company’s taxable income for any period.

 

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Index to Financial Statements

Description of our capital stock

The following is a description of our capital stock and the material provisions of our amended and restated charter and amended and restated bylaws, as each is anticipated to be in effect upon the closing of this offering, and other agreements to which we and our shareholders are parties. The following is only a summary and is qualified by applicable law and by the provisions of the amended and restated certificate of incorporation and amended and restated bylaws and other agreements, copies of which are available as set forth under the caption entitled “Where you can find more information.”

General

Following this offering, our authorized capital stock will consist of 75,000,000 shares of common stock, par value $1.00 per share, and 7,500,000 shares of preferred stock, no par value.

Common stock

Common stock outstanding.    As of August 15, 2016 there were 17,180,000 shares of common stock outstanding which were held of record by the selling shareholder. Following this offering and the special, one-time equity-grants being awarded to substantially all of our employees upon the consummation of this offering and the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering, there will be             shares of the Company’s common stock outstanding, assuming no exercise of the underwriters’ over-allotment option. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock to be issued upon completion of this offering will be fully paid and non-assessable.

Voting rights.    The holders of common stock are entitled to one vote per share on all matters to be voted upon by the shareholders, and are not entitled to cumulative voting in the election of directors. At any meeting of the shareholders, the holders of a majority of the outstanding stock of the Company then having voting rights, present in person or by proxy, shall constitute a quorum for all purposes. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceeds the votes cast opposing the action, unless otherwise provided by the charter or bylaws.

Dividend rights.    Subject to the rights that may be applicable to any outstanding preferred stock and all other classes of stock at the time outstanding having prior rights as to dividends, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefor. See “Dividend policy.”

Rights upon liquidation.    In the event of liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Other rights.    The holders of our common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of our preferred stock.

Preferred stock

Our Board of Directors has the authority to issue preferred stock from time to time in one or more series and to establish the number of shares to be included in each such series, and to fix the designation, powers, preferences, and relative rights of the shares of each such series and the qualifications, or restrictions thereof.

 

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Index to Financial Statements

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. At present, the Company has no plans to issue any of the preferred stock. The authority of the Board of Directors with respect to each such series includes, among others:

 

 

the number of shares constituting the series;

 

general or specific voting rights;

 

preferential liquidation rights;

 

preferential cumulative or noncumulative dividend rights;

 

redemption or put rights; and

 

conversion rights.

We may issue shares of, or rights to purchase shares of, one or more series of our preferred stock that have been designated from time to time, the terms of which might:

 

 

adversely affect the voting or other rights evidenced by, or amounts otherwise payable with respect to, the common stock or other series of preferred stock;

 

 

discourage an unsolicited proposal to acquire us; or

 

 

facilitate a particular business combination involving us.

Election and removal of directors

Our board of directors will consist of between one and fifteen directors. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The exact number of directors will be fixed from time to time by resolution of our board of directors. Our bylaws provide that shareholders may remove any director, with cause only, by the affirmative vote of the holders of a majority of the issued and outstanding stock of the Company then having voting rights at a shareholder meeting called for that purpose.

Pursuant to the shareholder’s agreement that we intend to enter into with Mr. Ayers prior to or upon completion of this offering, Mr. Ayers will have certain rights to designate directors to our board of directors. See “Certain relationships and related person transactions.”

Advance notice for shareholder proposals or making nominations at meetings

Our bylaws establish an advance notice procedure for shareholder proposals to be brought before a meeting of our shareholders and for nominations by shareholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to be elected. Subject to any other applicable requirements, only such business may be conducted at a meeting of shareholders as has been brought before the meeting by, or at the direction of, our board of directors or an authorized committee thereof, the Chairman of our board of directors, our Chief Executive Officer, or by a shareholder who has given to our Secretary timely written notice in proper form, of the shareholder’s intention to bring that business before the meeting. The presiding officer at such meeting has the authority to make such determinations. Only persons who are selected and recommended by our board of directors, or the committee of our board of directors designated to make nominations, or who are nominated by a shareholder who has given timely written notice, in proper form, to the Secretary prior to a meeting at which directors are to be elected will be eligible for election as directors.

To be timely, notice of nominations or other business to be brought before any meeting must be delivered to our principal executive offices and within the following time periods:

(i) in the case of an annual meeting of shareholders, not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the

 

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preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by us; and

(ii) in the case of a special meeting of shareholders called for the purpose of electing directors, not earlier that the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the date on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

In no event shall any adjournment or postponement of an annual meeting, or the announcement thereof, commence a new time period for the giving of a shareholder’s notice as described above.

The notice of any shareholder proposal or nomination for election as director must set forth various information required under the bylaws. The person submitting the notice of nomination and any person acting in concert with such person must provide, among other things, the name and address under which they appear on our books (if they so appear) and the class and number of shares of our capital stock that are beneficially owned by them.

Amendment of charter and bylaws

Under the Tennessee Business Corporation Act (“TBCA”), our charter generally may not be amended without shareholder approval. Except as provided in the charter and subject to the voting rights, any amendment to our charter submitted for shareholder approval at a shareholders’ meeting is generally approved if the number of votes cast in favor of the amendment exceeds the number of votes cast against the amendment. Our charter provides that certain provisions of our charter may only be amended upon the affirmative vote of the holders of at least eighty percent (80%) of our issued and outstanding voting stock.

Our shareholders may amend our bylaws only upon the affirmative vote of the holders of at least eighty percent (80%) of our issued and outstanding voting stock. Additionally, our Board of Directors may amend our bylaws upon the affirmative vote of a majority of the directors then in office, unless a bylaw provision approved by our shareholders expressly provides that any such bylaw may not be amended or repealed by our Board of Directors or unless the TBCA or our charter provides otherwise.

Ownership limitation

The Company is a bank holding company. A holder of common stock (or group of holders acting in concert) that (i) directly or indirectly owns, controls or has the power to vote more than 5% of the total voting power of the Company, (ii) directly or indirectly owns, controls or has the power to vote 10% or more of any class of voting securities of the Company, if certain presumptions are not rebutted, (iii) directly or indirectly owns, controls or has the power to vote 25% or more of any class of voting securities, (iv) owns a combination of voting and non-voting securities representing one-third or more of the total equity of the Company, or (vi) is otherwise deemed to “control” the Company under applicable regulatory standards may be subject to important restrictions, such as prior regulatory notice or approval requirements and applicable provisions of the FDIC Policy Statement.

 

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Index to Financial Statements

Special meetings

Under our bylaws, only the Chairman of our board of directors, our Chief Executive Officer, or a majority of directors then in office may call special meetings of the shareholders. Our shareholders are not permitted to call special meetings of the shareholders.

Limitation of liability of directors and officers

The TBCA provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if: (a) such person acted in good faith; (b) in the case of conduct in an official capacity with the corporation, he reasonably believed such conduct was in the corporation’s best interests; (c) in all other cases, he reasonably believed that his conduct was at least not opposed to the best interests of the corporation; and (d) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation’s charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (a) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (b) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him; or (c) such officer or director breached his duty of care to the corporation. Our charter provides that the Company shall, to the fullest extent permitted by the TBCA, indemnify its directors and officers, and may indemnify all other person whom it has the power to indemnify under the TBCA. The right of any director or officer of the Company to indemnification conferred in our charter shall also include the right to be paid by the Company the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Tennessee law.

Anti-takeover effects of some provisions

Some provisions of our charter and bylaws could make more difficult the removal of our incumbent officers and directors. These provisions, as well as our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.

Our charter provides that our Board of Directors may issue “blank check” preferred stock without shareholder approval. Some of the rights and preferences of these shares of preferred stock would be superior to the rights and preferences of shares of our common stock. Accordingly, the issuance of new shares of preferred stock may adversely affect the rights of the holders of shares of our common stock.

 

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Index to Financial Statements

Anti-takeover provisions in the TBCA

In addition to certain of the provisions in our charter discussed above, the State of Tennessee has adopted statutes that can have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for shares of our common stock.

The Tennessee Control Share Acquisition Act generally provides that, except as stated below, “control shares” will not have any voting rights. Control shares are shares acquired by a person under certain circumstances which, when added to their shares owned, would give such person effective control over one-fifth or more, or a majority of all voting power (to the extent such acquired shares cause such a person to exceed one-fifth or one-third of all voting power) in the election of a Tennessee corporation’s directors. However, voting rights will be restored to control shares by resolutions approved by the affirmative vote of the holders of a majority of the corporation’s voting stock, other than shares held by the owner of the control shares. If voting rights are granted to control shares which give the holder a majority of all voting power in the election of the corporation’s directors, then the corporation’s other shareholders may require the corporation to redeem their shares at fair value.

The Tennessee Control Share Acquisition Act is not applicable to us because our charter does not contain a specific provision “opting in” to the act, as is required.

The Tennessee Investor Protection Act provides that unless a Tennessee corporation’s board of directors has recommended a takeover offer to shareholders, no offeror beneficially owning 5% or more of any class of equity securities of the offeree company, any of which was purchased within the preceding year, may make a takeover offer for any class of equity security of the offeree company if after completion the offeror would be a beneficial owner of more than 10% of any class of outstanding equity securities of the company unless the offeror, before making such purchase: (1) makes a public announcement of his or her intention with respect to changing or influencing the management or control of the offeree company; (2) makes a full, fair and effective disclosure of such intention to the person from whom he or she intends to acquire such securities; and (3) files with the Tennessee Commissioner of Commerce and Insurance, or Commissioner, and the offeree company a statement signifying such intentions and containing such additional information as may be prescribed by the Commissioner.

The offeror must provide that any equity securities of an offeree company deposited or tendered pursuant to a takeover offer may be withdrawn by an offeree at any time within seven days from the date the offer has become effective following filing with the Commissioner and the offeree company and public announcement of the terms or after 60 days from the date the offer has become effective. If the takeover offer is for less than all the outstanding equity securities of any class, such an offer must also provide for acceptance of securities pro rata if the number of securities tendered is greater than the number the offeror has offered to accept and pay for. If such an offeror varies the terms of the takeover offer before its expiration date by increasing the consideration offered to offerees, the offeror must pay the increased consideration for all equity securities accepted, whether accepted before or after the variation in the terms of the offer.

The Tennessee Investor Protection Act does not apply to us, as it does not apply to bank holding companies subject to regulation by a federal agency and does not apply to any offer involving a vote by holders of equity securities of the offeree company.

The Tennessee Business Combination Act, generally prohibits a “business combination” by a company or any of our subsidiaries with an “interested shareholder” within five years after the shareholder becomes an interested shareholder. The company or any of its subsidiaries can, however, enter into a business combination within that period if, before the interested shareholder became such, the company’s board of directors approved the

 

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business combination or the transaction in which the interested shareholder became an interested shareholder. After that five-year moratorium, the business combination with the interested shareholder can be consummated only if it satisfies certain fair price criteria or is approved by two-thirds (2/3) of the other shareholders.

For purposes of these provisions of the Tennessee Business Combination Act, a “business combination” includes mergers, share exchanges, sales and leases of assets, issuances of securities, and similar transactions. An “interested shareholder” is generally any person or entity that beneficially owns 10% or more of the voting power of any outstanding class or series of our stock.

The Tennessee Greenmail Act applies to a Tennessee corporation that has a class of voting stock registered or traded on a national securities exchange or registered with the SEC pursuant to Section 12(g) of the Exchange Act. Under the Tennessee Greenmail Act, a company may not purchase any of its shares at a price above the market value of such shares from any person who holds more than 3% of the class of securities to be purchased if such person has held such shares for less than two years, unless the purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by the company or the company makes an offer, or at least equal value per share, to all shareholders of such class.

Listing and trading market for common stock

There is no established public trading market for our common stock. Our common stock is not actively traded nor listed for trading on any securities exchange and an active market may not develop or be sustained after this offering. We do not make a market in our securities, nor do we attempt to negotiate prices for trades of such securities. We have applied to list our common stock on the NYSE under the symbol “FBK,” but an active or liquid trading market may not develop for our common stock, even if it is listed on the NYSE.

Transfer agent and registrar

The transfer agent and registrar for the common stock is Computershare Trust Company, N.A.

 

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Shares eligible for future sale

Prior to this offering, there has been no market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, and following the special, one-time equity grants being awarded to certain of our executive officers and substantially all of our employees in connection with this offering and the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering, we will have              shares of common stock outstanding, assuming the exercise of the underwriters’ over-allotment option. Of these shares,             shares, or             shares if the underwriters exercise their over-allotment option in full, will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act, in this offering and shares purchased by certain executive officers and directors in the directed share program described below and in “Underwriting.” The remaining shares of our issued and outstanding common stock will be “restricted shares” as defined in Rule 144. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144 or 701 of the Securities Act.

At our request, the underwriters have reserved up to 10% of the common stock being offered by this prospectus for sale at the initial public offering price to our directors, officers, and other individuals associated with us and members of their families. The sales will be made by UBS Financial Services Inc., a selected dealer affiliated with UBS Securities LLC, an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock. Participants in the directed share program who purchase more than $500,000 of shares shall be subject to a     -day lock-up with respect to any shares sold to them pursuant to that program. This lock-up will have similar restrictions and an identical extension provision to the lock-up agreements described below. Any shares sold in the directed share program to our directors, executive officers or selling stockholders shall be subject to the lock-up agreements described below.

Furthermore, in connection with this offering, our board of directors has approved a special, one-time grant under our Incentive Plan to substantially all of our employees (including each of our executive officers other than Mr. Holmes) having an aggregate value of $13,500,000. The number of shares granted will be determined by dividing $13,500,000 by the initial public offering price of our common stock. Such awards will be granted on the effective date of this offering. In addition, our board of directors has approved the conversion of outstanding EBI plan units and Mr. Holmes’ existing deferred compensation arrangement from cash settled awards to stock settled awards in connection with this offering. See “Executive compensation and other matters: Equity Awards in Connection with this Offering” and “Executive compensation and other matters: Summary of one-time IPO equity awards, conversion of deferred compensation and conversion of EBI units”.

Lock-up agreements

All of our directors and executive officers, including the selling shareholder (accounting for             shares of our common stock), have agreed, subject to limited exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock for a period of 180 days after the date of this prospectus, without the prior written consent of J.P. Morgan Securities LLC, UBS Securities LLC and Keefe, Bruyette & Woods, Inc.

Rule 144

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our

 

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affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. However, a non-affiliated person who has beneficially owned restricted shares of our common stock for at least one year would be entitled to sell those shares without regard to the availability of current public information about us or whether or not we are subject to the Exchange Act periodic reporting requirement. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

 

 

1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering, assuming no exercise of the underwriters’ option to purchase additional shares; or

 

 

the average weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the filing a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who are not deemed to have been affiliates of ours at any time during the 90 days preceding a sale, and who have beneficially owned for at least one year shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock under Rule 144 without regard to the current public information requirements of Rule 144.

Rule 701

In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who purchases shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirements or other restrictions contained in Rule 701.

The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the date of this prospectus, may be sold by persons other than “affiliates,” as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by “affiliates” under Rule 144 without compliance with its one-year minimum holding period requirement.

Registration rights agreement

As described under the heading “Certain relationships and related person transactions—registration rights agreement,” we intend to enter into a registration rights agreement for the benefit of the selling shareholder prior to or upon completion of this offering. Under this agreement, we agreed, among other things, to provide the selling shareholder with certain demand and piggyback registration rights in respect of any registrable shares of our common stock held by him, subject to various conditions and limitations set forth in the agreement.

Stock awards

Upon completion of this offering, we intend to file a registration statement under the Securities Act covering all shares of common stock subject to outstanding options or issuable pursuant to the equity compensation plan that we anticipate adopting in connection with this offering. Subject to Rule 144 volume limitations applicable to affiliates, shares registered under any registration statements will be available for sale in the open market, beginning 90 days after the date of the prospectus, except to the extent that the shares are subject to vesting restrictions with us or the contractual restrictions described below.

 

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Certain material U.S. federal income tax consequences for non-U.S. holders of common stock

The following is a summary of certain material United States federal income tax consequences relevant to non-U.S. holders, as defined below, of the purchase, ownership and disposition of our common stock issued pursuant to this offering. The following summary is based on current provisions of the Code, Treasury regulations and judicial and administrative authority, all of which are subject to change, possibly with retroactive effect. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This section does not consider state, local, estate or foreign tax consequences, nor does it address tax consequences to special classes of investors, including, but not limited to, tax-exempt organizations, insurance companies, banks or other financial institutions, partnerships or other entities classified as partnerships for United States federal income tax purposes, dealers in securities, persons liable for the alternative minimum tax, certain former citizens or long-term residents of the United States, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons who have acquired our common stock as compensation or otherwise in connection with the performance of services, or persons that will hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction. Tax consequences may vary depending upon the particular status of an investor. The summary is limited to non-U.S. holders who will hold our common stock as “capital assets” (generally, property held for investment).

If an entity or arrangement treated as a partnership for United States federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are treated as a partner in such an entity holding our common stock, you should consult your tax advisor as to the United States federal income tax consequences applicable to you.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Non-U.S. holder defined

For purposes of this discussion, you are a “non-U.S. holder” if you are any holder of our common stock other than an entity classified as a partnership for U.S. federal income tax purposes, or:

 

 

an individual citizen or resident of the United States (for tax purposes);

 

 

a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof;

 

 

an estate whose income is subject to U.S. federal income tax regardless of its source; or

 

 

a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a U.S. person.

 

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Distributions

As described under “Dividend policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions with respect to our common stock, such distributions will be treated as dividends when paid to the extent of our current or accumulated earnings and profits as determined for United States federal income tax purposes. Any distribution not constituting a dividend will be treated first as reducing the adjusted basis in the non-U.S. Holder’s shares of our common stock and, to the extent it exceeds the adjusted basis in the non-U.S. Holder’s shares of our common stock, as gain from the sale or exchange of such stock. Except as described below, if you are a non-U.S. holder of our shares, dividends paid to you are subject to withholding of United States federal income tax at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate. Even if you are eligible for a lower treaty rate, we and other payors will generally be required to withhold at a 30% rate (rather than the lower treaty rate) on dividends paid to you, unless you have furnished to us or another payor:

 

 

A valid IRS Form W-8BEN, W-8BEN-E or other applicable Form W-8 (or successor form) upon which you certify, under penalties of perjury, your status as a non-U.S. person and your entitlement to the lower treaty rate with respect to such payments, or

 

 

In the case of payments made outside the United States to an offshore account (generally, an account maintained by you at an office or branch of a bank or other financial institution at any location outside the United States), other documentary evidence establishing your entitlement to the lower treaty rate in accordance with Treasury regulations.

If you are eligible for a reduced rate of U.S. withholding tax under an applicable income tax treaty, you may obtain a refund of any amounts withheld in excess of that rate by timely filing a refund claim with the IRS. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries.

If dividends paid to you are “effectively connected” with your conduct of a trade or business within the United States, and, if required by a tax treaty, the dividends are attributable to a permanent establishment that you maintain in the United States, we and other payors generally are not required to withhold tax from the dividends, provided that you have furnished to us or another payor a valid IRS Form W-8ECI or other applicable IRS Form W-8 (or successor form) upon which you represent, under penalties of perjury, that:

 

 

You are a non-U.S. person, and

 

 

The dividends are effectively connected with your conduct of a trade or business within the United States and are includible in your gross income.

“Effectively connected” dividends are taxed at rates applicable to United States citizens, resident aliens and domestic United States corporations. If you are a corporate non-U.S. holder, “effectively connected” dividends that you receive may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate, or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

Sale or other taxable disposition

Subject to the discussion below regarding backup withholding and foreign accounts, you generally will not be subject to United States federal income or withholding tax on gain realized on the sale, exchange or other taxable disposition of our common stock unless:

 

 

The gain is effectively connected with your conduct of a trade or business in the United States and, if certain tax treaties apply, is attributable to your U.S. permanent establishment;

 

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If you are an individual and are present in the United States for 183 days or more in the taxable year of the sale or other disposition, and certain other conditions are met; or

 

 

Our common stock constitutes a U.S. real property interest by reason of our status as a “U.S. real property holding corporation” (USRPHC) for U.S. federal income tax purposes and, if our common stock is “regularly traded” on an established securities market, you held, directly or indirectly, at any time during the shorter of five-year period ending on the date of disposition or your holding period, more than 5% of our common stock.

We believe that we are not currently and will not become a USRPHC and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future.

If you are an individual and are described in the first bullet above, you will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates generally in the same manner as if you were a U.S. resident. If you are a foreign corporation and are described in the first bullet above, you will be subject to tax on your gain under regular graduated U.S. federal income tax rates generally in the same manner as if you were a U.S. person and, in addition, may be subject to the branch profits tax on your effectively connected earnings and profits at a rate of 30% or at such lower rate as may be specified by an applicable income tax treaty. If you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax on the gain derived from the disposition, which tax may be offset by U.S.-source capital losses for the year. You should consult any applicable income tax or other treaties that may provide for different rules.

U.S. federal estate tax

Shares of our common stock owned or treated as owned by an individual who is non-U.S. holder (as specially defined for U.S. federal estate tax purposes) at the time of death will be includible in the individual’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise, and therefore may be subject to U.S. federal estate tax.

Recent legislation relating to foreign accounts

The Foreign Account Tax Compliance Act, or FATCA, imposes a 30% withholding tax on certain types of payments made to “foreign financial institutions” (as specifically defined under these rules) and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification requirements are satisfied or the holder otherwise establishes an exemption.

As a general matter, FATCA imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or other disposition of our common stock if paid to a foreign entity unless either (i) the foreign entity is a “foreign financial institution” that undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) the foreign entity is not a “foreign financial institution” and identifies certain of its U.S. investors, or (iii) the foreign entity otherwise is excepted under FATCA.

Different rules than those described above may apply to non-U.S. holders resident in jurisdictions that have entered into inter-governmental agreements with the United States.

Pursuant to the delayed effective dates provided for in the final regulations and accompanying guidance, the required withholding currently applies to dividends on our common stock and will apply beginning on January 1, 2019, with respect to gross proceeds from a sale or other disposition of our common stock.

 

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If withholding is required under FATCA on a payment related to our common stock, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) generally will be required to seek a refund or credit from the IRS to obtain the benefit of such exemption or reduction (provided that such benefit is available). Prospective investors should consult their tax advisors regarding the effect of FATCA in their particular circumstances.

Non-U.S. Holders are encouraged to consult with their tax advisors regarding the possible implications of the legislation on their investment in our common stock.

Information reporting and backup withholding

Under certain circumstances, Treasury Regulations require information reporting and backup withholding on certain payments on common stock.

Payment of dividends, and the tax withheld on those payments, are subject to information reporting requirements. These information reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. We must report annually to the IRS and to each non-U.S. Holder the amount of dividends paid to that holder and the U.S. federal withholding tax withheld with respect to those dividends, regardless of whether withholding is reduced or eliminated by an applicable tax treaty. Under the provisions of an applicable income tax treaty or agreement, copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides.

U.S. backup withholding (currently at a rate of 28%) is imposed on certain payments to persons that fail to furnish the information required under the U.S. information reporting requirements. Payments of dividends on or of proceeds from the disposition of our common stock will generally be exempt from backup withholding, provided the non-U.S. Holder meets applicable certification requirements, including providing a correct and properly executed IRS Form W-8BEN, W-8BEN-E (or other applicable form) or otherwise establishing an exemption and the payor does not have actual knowledge or reason to know that the non-U.S. holder is a U.S. person, as defined under the Code, that is not an exempt recipient.

Backup withholding does not represent an additional tax. Any amounts withheld from a payment to a non-U.S. holder under the backup withholding rules will be allowed as a credit against the holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information or returns are timely furnished by the holder to the IRS.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR CLASS A COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

 

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Underwriting

We and the selling shareholder are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, UBS Securities LLC and Keefe, Bruyette & Woods, Inc. are acting as joint book-running managers of the offering and as representatives of the underwriters. We and the selling shareholder have entered into an underwriting agreement dated                     , 2016 with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the selling shareholder have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

 

Name    Number of shares  

J.P. Morgan Securities LLC

  

UBS Securities LLC

  

Keefe, Bruyette & Woods, Inc.

  
  

 

 

 

Total

  

 

 

The underwriters are committed to purchase all the common shares offered by us and the selling shareholder if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $         per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $         per share from the initial public offering price. After the initial offering of the shares to the public, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to              additional shares of common stock from us and the selling shareholder to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

At our request, the underwriters have reserved up to 10% of the common stock being offered by this prospectus for sale at the initial public offering price to our directors, officers, and other individuals associated with us and members of their families. The sales will be made by UBS Financial Services Inc., a selected dealer affiliated with UBS Securities LLC, an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock. Participants in the directed share program who purchase more than $500,000 of shares shall be subject to a     -day lock-up with respect to any shares sold to them pursuant to that program. This lock-up will have similar restrictions and an identical extension provision to the lock-up agreements described below. Any shares sold in the directed share program to our directors, executive officers or selling stockholders shall be subject to the lock-up agreements described below.

 

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The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $         per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

 

      Without
option to purchase
additional shares
exercise
     With full
option to purchase
additional shares
exercise
 

Per Share

   $                                    $                                

Total

   $         $     

 

 

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $            . We have agreed to reimburse the underwriters for certain expenses in connection with this offering, including up to an aggregate of $30,000 in connection with the clearance of this offering with the Financial Industry Regulatory Authority, as set forth in the underwriting agreement.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to (other than a registration statement on Form S-8), any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC and UBS Securities LLC for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold hereunder, any share based awards issued under company stock plans and any shares of our common stock issued upon the exercise of options granted under company stock plans.

Our directors and executive officers, and the selling shareholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC, UBS Securities LLC and Keefe, Bruyette & Woods, Inc., (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, (including without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers and significant shareholders in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock or such other securities, whether any such transaction

 

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described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock, in each case other than (A) transfers of shares or our common stock as a bona fide gift or gifts, by will or intestacy, to any trust, partnership or limited liability company for the direct or indirect benefit of such director, executive officer and selling shareholder or the immediate family of the undersigned, to a member of the undersigned’s immediate family, (B) transfers to us in connection with the exercise of stock options or warrants or securities convertible into or exchangeable for our common stock outstanding on the date hereon, (C) transfers to us in connection with the exchange or surrender of shares of our common stock in satisfaction or payment of the exercise price of stock options, or to satisfy any tax withholding obligations of the undersigned in respect of options or other share-based awards or (D) transfers pursuant to this offering; provided, however, in case of any transfer pursuant to clause (A), except for bona fide gifts to charitable organizations, it shall be a condition to the transfer that such donee or transferee shall execute and deliver to the representatives a lock-up agreement; and provided, further, that in the case of any transfer pursuant to clause (A), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above).

We and the selling shareholder have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We have applied to have our common stock approved for listing on the New York Stock Exchange under the symbol “FBK”.

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the

 

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common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us, the selling shareholder and the representatives of the underwriters. In determining the initial public offering price, we, the selling shareholder and the representatives of the underwriters expect to consider a number of factors including:

 

 

the information set forth in this prospectus and otherwise available to the representatives;

 

 

our prospects and the history and prospects for the industry in which we compete;

 

 

an assessment of our management;

 

 

our prospects for future earnings;

 

 

the general condition of the securities markets at the time of this offering;

 

 

the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

 

 

other factors deemed relevant by the underwriters, the selling shareholder and us.

Neither we nor the selling shareholder nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us, the selling shareholder or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Notice to prospective investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

 

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Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriter is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to prospective investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of securities may be made to the public in that Relevant Member State other than:

 

A.   to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

B.   to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

 

C.   in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any securities or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any securities being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the securities acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the selling shareholder, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on the basis that any offer of securities in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make an offer in that Relevant Member State of securities which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company, nor the selling shareholder, nor the underwriters have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

 

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For the purpose of the above provisions, the expression “an offer to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to prospective investors in the United Kingdom

This document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to prospective investors in Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.

Notice to prospective investors in the United Arab Emirates

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The securities to which this prospectus relates may be illiquid and/

 

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or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to prospective investors in Qatar

This offering of the securities does not constitute a public offer of securities in the State of Qatar under Law No. 5 of 2002 (the Commercial Companies Law). The securities are only being offered to a limited number of investors who are willing and able to conduct an independent investigation of the risks involved in an investment in the securities or have sufficient knowledge of the risks involved in an investment in the securities. No transaction will be concluded in the jurisdiction of the State of Qatar.

Notice to prospective investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the securities may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to prospective investors in Hong Kong

The securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the securities has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the

 

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securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to prospective investors in Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to prospective investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

 

(a)   a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

 

(a)   a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor;

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant to an offer made under Section 275 of the SFA except:

 

1)   to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

 

2)   where no consideration is or will be given for the transfer;

 

3)   where the transfer is by operation of law;

 

4)   as specified in Section 276(7) of the SFA; or

 

5)   as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

 

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Legal matters

The validity of the shares of common stock being offered by this prospectus will be passed upon for us by Alston & Bird LLP. Latham & Watkins LLP, New York, New York is acting as counsel for the underwriters in connection with this offering.

Experts

The consolidated financial statements appearing in this Prospectus and Registration Statement for the years ended December 31, 2015, 2014 and 2013 have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report appearing elsewhere herein and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

Where you can find more information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to our common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits or schedules filed therewith. For further information about us and our common stock that we propose to sell in this offering, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements contained in this prospectus as to the contents of any contract or any other document filed as an exhibit to the registration statement are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed as an exhibit to the registration statement.

Following the offering, we will become subject to the full informational requirements of the Exchange Act and will file periodic reports and other information with the SEC. We maintain an Internet site at www.firstbankonline.com. Information on, or accessible through, our website is not part of this prospectus.

You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of the documents upon the payment of a duplicating fee to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. This system can be accessed at www.sec.gov.

 

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Index to consolidated financial statements

 

     Page  

Interim condensed consolidated financial statements

  

Condensed consolidated balance sheets (unaudited) as of June 30, 2016 and December 31, 2015

     F-2   

Condensed consolidated statements of income (unaudited) for the six months ended June 30, 2016 and 2015

     F-3   

Condensed consolidated statements of comprehensive income (unaudited) for the six months ended June 30, 2016 and 2015

     F-4   

Condensed consolidated statements of changes in shareholder’s equity (unaudited) for the six months ended June 30, 2016 and 2015

     F-5   

Condensed consolidated statements of cash flows (unaudited) for the six months ended June 30, 2016 and 2015

     F-6   

Notes to condensed consolidated financial statements (unaudited)

     F-7   

2015, 2014 and 2013 consolidated annual financial statements

  

Report of independent registered public accounting firm

     F-40   

Consolidated balance sheets as of December 31, 2015, 2014 and 2013

     F-41   

Consolidated statements of income for years ended December 31, 2015, 2014 and 2013

     F-42   

Consolidated statements of comprehensive income for years ended December 31, 2015, 2014 and 2013

     F-43   

Consolidated statements of changes in shareholder’s equity for years ended December  31, 2015, 2014 and 2013

     F-44   

Consolidated statements of cash flows for years ended December 31, 2015, 2014 and 2013

     F-45   

Notes to 2015, 2014 and 2013 consolidated annual financial statements

     F-46   

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Condensed consolidated balance sheets

(Unaudited)

(Amounts are in thousands except share amounts)

 

     

June 30,

2016

    

December 31,

2015

 

ASSETS

     

Cash and due from banks

   $ 52,122       $ 53,893   

Federal funds sold

     13,415         21,628   

Interest bearing deposits in financial institutions

     23,382         22,202   
  

 

 

 

Cash and cash equivalents

     88,919         97,723   

Investments:

     

Available-for-sale securities, at fair value

     550,307         649,387   

Federal Home Loan Bank stock, at cost

     6,528         6,528   

Loans held for sale, at fair value

     322,249         273,196   

Loans

     1,750,304         1,701,863   

Less: allowance for loan losses

     23,734         24,460   
  

 

 

 

Net loans

     1,726,570         1,677,403   

Premises and equipment, net

     65,686         65,892   

Foreclosed real estate, net

     9,902         11,641   

Interest receivable

     6,627         6,763   

Mortgage servicing rights, net

     40,382         29,711   

Goodwill

     46,867         46,904   

Core deposit intangible, net

     5,616         6,695   

Other assets

     48,305         27,577   
  

 

 

 

Total assets

   $ 2,917,958       $ 2,899,420   
  

 

 

 

LIABILITIES AND SHAREHOLDERS EQUITY

     

Liabilities:

     

Demand deposits

     

Noninterest-bearing

   $ 680,165       $ 626,955   

Interest-bearing

     1,304,606         1,273,438   

Savings deposits

     129,944         212,522   

Time deposits

     399,582         325,559   
  

 

 

 

Total deposits

     2,514,297         2,438,474   

Securities sold under agreements to repurchase

     29,278         105,133   

Short-term borrowings

             18,000   

Long-term debt (see Note 12)

     55,785         56,616   

Accrued expenses and other liabilities

     52,830         44,523   
  

 

 

 

Total liabilities

     2,652,190         2,662,746   

Shareholder’s equity:

     

Common stock, $1 par value; 25,000,000 shares authorized; 17,180,000 shares issued and outstanding

     17,180         17,180   

Additional paid-in capital

     94,544         94,544   

Retained earnings

     143,567         122,493   

Accumulated other comprehensive income, net

     10,477         2,457   
  

 

 

 

Total shareholder’s equity

     265,768         236,674   
  

 

 

 

Total liabilities and shareholder’s equity

   $ 2,917,958       $ 2,899,420   

 

 

See accompanying notes to condensed consolidated financial statements (unaudited).

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Condensed consolidated statements of income

(Unaudited)

(Amounts are in thousands except share amounts)

 

     Six Months Ended
June 30,
 
    

2016

    2015  

Interest income:

   

Interest and fees on loans

  $ 51,190      $ 41,303   

Interest on securities

   

Taxable

    5,870        5,882   

Tax-exempt

    1,550        1,438   

Other

    312        223   
 

 

 

 

Total interest income

    58,922        48,846   
 

 

 

 

Interest expense:

   

Deposits

   

Demand and savings accounts

    2,686        2,218   

Time deposits

    803        889   

Short-term borrowings

    88        329   

Long-term debt

    1,044        969   
 

 

 

 

Total interest expense

    4,621        4,405   
 

 

 

 

Net interest income

    54,301        44,441   

Provision for loan losses

    (798     222   
 

 

 

 

Net interest income after provision for loan losses

    55,099        44,219   

Noninterest income:

   

Mortgage banking income

    54,636        31,287   

Service charges on deposit accounts

    4,259        3,364   

ATM and interchange fees

    3,942        2,938   

Investment services income

    1,651        1,664   

Gain on sale of securities

    3,991        1,795   

(Loss) gain on sales or write-downs of foreclosed assets

    (142     62   

Gain (loss) on other assets

    702        (385

Other income

    352        498   
 

 

 

 

Total noninterest income

    69,391        41,223   

Noninterest expenses:

   

Salaries, commissions and employee benefits

    50,610        38,960   

Occupancy and equipment expense

    6,396        5,151   

Legal and professional fees

    1,888        1,142   

Data processing

    1,330        1,009   

Merger and conversion

    2,146        287   

Amortization of core deposit intangibles

    1,079        806   

Amortization of mortgage servicing rights

    3,425        779   

Impairment of mortgage servicing rights

    5,687          

Regulatory fees and deposit insurance assessments

    1,016        915   

Software license and maintenance fees

    1,858        851   

Advertising

    5,851        3,374   

Other expense

    10,656        7,759   
 

 

 

 

Total noninterest expense

    91,942        61,033   
 

 

 

 

Net income before income taxes

    32,548        24,409   

State income tax expense

    2,174        1,649   
 

 

 

 

Net income

  $ 30,374      $ 22,760   
 

 

 

 

Weighted average common shares outstanding:

   

Basic

    17,180,000        17,180,000   

Fully diluted

    17,180,000        17,180,000   

Earnings per share

   

Basic

  $ 1.77      $ 1.32   

Fully diluted

  $ 1.77      $ 1.32   

 

 

See accompanying notes to condensed consolidated financial statements (unaudited).

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Condensed consolidated statements of comprehensive income

(Unaudited)

(Amounts are in thousands except share amounts)

 

      Six Months Ended
June 30,
 
      2016     2015  

Net income

   $ 30,374      $ 22,760   

Other comprehensive income, net of tax:

    

Net change in unrealized gain in available-for-sale securities, net of tax expense of $764 and $45

     11,770        700   

Reclassification adjustment for gain on sale of securities included in net income, net of tax expense of $241 and $114

     (3,750     (1,681
  

 

 

 

Comprehensive income

   $ 38,394      $ 21,779   

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements (unaudited).

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Condensed consolidated statements of changes in shareholder’s equity

(Unaudited)

(Amounts are in thousands except share amounts)

 

     Common
stock
    Additional
paid-in
capital
    Retained
earnings
    Accumulated
other
comprehensive
income, net
    Total
shareholder’s
equity
 

Balance at December 31, 2014

  $ 17,180      $ 94,544      $ 98,237      $ 5,267      $ 215,228   

Net income

                  22,760               22,760   

Other comprehensive income, net of taxes

                         (981     (981

Cash dividends paid ($0.60 per share)

                  (10,400            (10,400
 

 

 

 

Balance at June 30, 2015

  $ 17,180      $ 94,544      $ 110,597      $ 4,286      $ 226,607   
 

 

 

 

Balance December 31, 2015

  $ 17,180      $ 94,544      $ 122,493      $ 2,457      $ 236,674   

Net income

                  30,374               30,374   

Other comprehensive income, net of taxes

                         8,020        8,020   

Cash dividends paid ($0.54 per share)

                  (9,300            (9,300
 

 

 

 

Balance June 30, 2016

  $ 17,180      $ 94,544      $ 143,567      $ 10,477      $ 265,768   

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements (unaudited).

 

F-5


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Condensed consolidated statements of cash flows

(Unaudited)

(Amounts are in thousands except share amounts)

 

      Six Months Ended
June 30,
 
      2016     2015  

Cash flows from Operating activities:

    

Net income

   $ 30,374      $ 22,760   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation expense

     2,022        1,562   

Amortization of core deposit intangibles

     1,079        806   

Capitalization of mortgage servicing rights

     (19,783     (11,108

Amortization of mortgage servicing rights

     3,425        779   

Impairment of mortgage servicing rights

     5,687          

Provision for loan losses

     (798     222   

Provision for mortgage loan repurchases

     703        629   

Accretion of yield on purchased loans

     (2,381       

Accretion of discounts and amortization of premiums on securities, net

     761        722   

Gain on sales of securities

     (3,991     (1,795

Origination of loans held for sale

     (1,762,143     (1,278,004

Proceeds from sale of loans held for sale

     1,754,155        1,262,945   

Gain on sale and change in fair value of loans held for sale

     (44,594     (31,098

Net loss (gain) on sales or write-downs of foreclosed assets

     142        (62

Gain on other assets

     (702     385   

Changes in:

    

Other assets and interest receivable

     (21,333     (4,104

Accrued expenses and other liabilities

     8,883        7,627   
  

 

 

 

Net cash used in operating activities

     (48,494     (27,734

Cash flows from investing activities:

    

Activity in available-for-sale securities:

    

Sales

     268,995        111,355   

Maturities, prepayments and calls

     44,172        52,081   

Purchases

     (202,762     (83,801

Net increase in loans

     (43,551     (89,992

Purchases of premises and equipment

     (2,515     (1,947

Proceeds from the sale of foreclosed assets

     3,514        1,758   

Proceeds from the sale of premises and equipment

            11   
  

 

 

 

Net cash provided by (used in) investing activities

     67,853        (10,535

Cash flows from financing activities:

    

Net increase in demand and savings deposits

     1,800        126,574   

Net increase (decrease) in time deposits

     74,023        (23,638

Net decrease in securities sold under agreements to repurchase

     (75,855     (9,826

Decrease in short-term borrowings

     (18,000     (1,000

Payments on long-term debt

     (831     (6,862

Dividends paid

     (9,300     (10,400
  

 

 

 

Net cash (used in) provided by financing activities

     (28,163     74,848   
  

 

 

 

Net change in cash and cash equivalents

     (8,804     36,579   

Cash and cash equivalents at beginning of the period

     97,723        49,954   
  

 

 

 

Cash and cash equivalents at end of the period

   $ 88,919      $ 86,533   
  

 

 

 

Supplemental cash flow information

    

Interest paid

   $ 4,680      $ 4,454   

Taxes paid

     1,307        1,338   

Supplemental noncash disclosures:

    

Transfers from loans to foreclosed real estate

   $ 2,176      $ 1,227   

Transfers from foreclosed real estate to loans

     259        591   

Transfers from loans held for sale to loans

     3,529        2,602   

 

 

See accompanying notes to condensed consolidated financial statements (unaudited).

 

F-6


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

Note (1)—Basis of presentation:

The condensed consolidated financial statements, including the notes thereto of FB Financial Corporation (the Company), formerly First South Bancorp, Inc. until the Company name was changed in 2016, have been prepared in accordance with generally accepted accounting principles (GAAP) interim reporting requirements, and therefore do not include all information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included elsewhere in this prospectus. The Company’s principal business activity is banking, conducted through its wholly owned subsidiary, FirstBank (the Bank).

The unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and general banking industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported results of operations for the periods then ended.

Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, and the determination of the fair value of financial instruments, including investment securities, derivatives and mortgage servicing rights. In connection with the determination of the estimated fair value of foreclosed real estate and impaired loans, management obtains independent appraisals for significant properties.

On June 28, 2016 the Company declared a 100-for-1 stock split, increasing the number of issued and authorized shares from 171,800 to 17,180,000 and 250,000 to 25,000,000, respectively. Additional shares issued as a result of the stock split were distributed immediately upon issuance to the shareholder. Share and per share amounts included in the consolidated financial statements and notes thereto reflect the effect of the split for all periods presented.

Subsequent to June 30, 2016, the Company increased the number of authorized shares from 25,000,000 to 75,000,000 effective July 29, 2016.

Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or shareholder’s equity.

Except as set forth below, there are currently no new accounting standards that have been issued that will have a significant impact on the Company’s financial position, results of operations or cash flows upon adoption that were not disclosed in the Company’s 2015 audited financial statements.

In June 2016, the FASB issued ASU 2016-13- “Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The update amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale securities. For assets held at amortized cost basis, this update

 

F-7


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

eliminates the probable initial recognition threshold in current GAAP and instead, requires an entity to reflect it’s current estimate of all expected credit losses. For available for sale securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will allow credit losses to be presented as an allowance rather than as a write-down. The provisions of this update are expected to become effective for fiscal years beginning after December 15, 2019. Management is currently evaluating the potential impact of this update.

Note (2)—Acquisition of Northwest Georgia Bank

On September 18, 2015, the Bank completed its acquisition of Northwest Georgia Bank (NWGB), a bank headquartered in Ringgold, Georgia, pursuant to that certain Agreement and Plan of Merger dated April 27, 2015 by and between the Bank and NWGB. Pursuant to the Agreement and Plan of Merger, NWGB was merged with and into the Bank, with the Bank as the surviving entity. Prior to the acquisition, NWGB operated six banking locations in Georgia and Tennessee. The acquisition of NWGB allowed the Company to further its strategic initiatives by expanding its geographic footprint into certain markets of Georgia and Tennessee. The Company acquired NWGB in a $1,500 cash purchase.

The Company recorded a bargain purchase gain of $2,794 and a core deposit intangible asset of $4,931. The fair value of the core deposit intangible is being amortized on a straight-line basis over the estimated useful life, currently expected to be approximately 10 years.

For income tax purposes, the acquisition of NWGB was treated as an asset purchase. As an asset purchase for income tax purposes, the carrying value of assets and liabilities for NWGB are the same for both financial reporting and income tax purposes; therefore, no deferred taxes were recorded at the date of acquisition except for $191 deferred tax liability recorded for the bargain purchase gain. Additionally, this treatment allows for the deductibility for income tax purposes of the core deposit intangible recorded for the NWGB merger over 15 years, net of the bargain purchase gain.

In connection with the transaction, the Company incurred $2,146 and $287 in merger and conversion expenses during the six months ended June 30, 2016 and 2015, respectively.

 

F-8


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The following table summarizes the final allocation of purchase price to assets and liabilities acquired in connection with the merger with NWGB based on estimated fair value on September 18, 2015.

 

(Dollar amounts in thousands)               

Final Allocation of Purchase Price for Northwest Georgia Bank:

    

Total cash purchase price

     $ 1,500   

Net assets acquired:

    

Stockholders’ equity at September 18, 2015

   $ 6,478     

Increase (decrease) to net assets as a result of fair value adjustments to assets acquired and liabilities assumed:

    

Securities

     535     

Loans, net of the reversal of NWGB’s allowance for loan losses of $4,383

     (8,024  

Premises and equipment

     3,731     

Core deposits intangible

     4,931     

Foreclosed real estate

     (1,922  

Other assets

     (264  

Deposits

     (302  

FHLB funds purchased

     (378  

Other liabilities

     (491  
  

 

 

   

Total net fair value adjustments

       4,294   
    

 

 

 

Bargain purchase gain

     $ 2,794   

 

 

 

(1)   The bargain purchase gain resulting from the merger has been recognized in the Community Banking operating segment during the three months ended September 30, 2015.

The following table summarizes the estimated fair value of assets acquired and liabilities assumed at acquisition date in connection with the merger with NWGB.

 

 

Cash and cash equivalents

   $ 25,495   

Securities available-for-sale

     134,278   

Loans

     78,565   

Premises and equipment

     15,343   

Intangible assets

     4,931   

Foreclosed real estate

     5,002   

Other assets

     8,735   
  

 

 

 

Total Assets

   $ 272,349   
  

 

 

 

Deposits

   $ 246,216   

Borrowings

     20,378   

Other liabilities

     1,461   
  

 

 

 

Total Liabilities

   $ 268,055   
  

 

 

 

Purchase price

     1,500   
  

 

 

 

Bargain purchase gain

   $ 2,794   

 

 

 

F-9


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The Company finalized purchase accounting surrounding the NWGB acquisition and closed the measurement period as of December 31, 2015. The Company also elected to early adopt ASU 2015-16, “Simplifying the Accounting for Measurement Period Adjustments” as of December 31, 2015.

The following table presents the fair value of loans acquired from NWGB as of the September 18, 2015 acquisition date:

 

      September 18,
2015
 

Contractually-required principal and interest

   $ 91,079   

Nonaccretable difference

     (8,578
  

 

 

 

Cash flows expected to be collected

     82,501   

Accretable yield

     (3,936
  

 

 

 

Fair value

   $ 78,565   

 

 

The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the six months ended June 30, 2015 of the Company as though the merger with NWGB had been completed as of January 1, 2014. The unaudited estimated pro forma information combines the historical results of NWGB with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2014. The pro forma information does not include the effect of any cost-saving or revenue-enhancing strategies.

 

      Six Months
ended June 30,
2015
 

Interest income

   $ 53,186   

Interest expense

     4,914   
  

 

 

 

Net interest income

     48,272   

Provision for loan losses

     222   

Noninterest income

     42,936   

Noninterest expense

     67,792   
  

 

 

 

Income before income taxes

     23,194   

Income taxes

     1,567   
  

 

 

 

Net income

   $ 21,627   

Earnings per share

  

Basic

   $ 1.26   

Diluted

   $ 1.26   

 

 

 

F-10


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Note (3)—Investment securities:

The amortized cost of securities and their fair values at June 30, 2016 and December 31, 2015 are shown below (in thousands):

 

      June 30, 2016  
      Amortized
cost
     Gross
unrealized
gains
     Gross
unrealized
losses
   

Fair

Value

 

Securities Available-for-Sale

          

Debt securities

          

U.S. government agency securities

   $ 15,504       $ 6       $      $ 15,510   

Mortgage-backed securities—residential

     419,890         5,522         (101     425,311   

Municipals, tax exempt

     90,192         5,813         (4     96,001   

Treasury securities

     4,506         7                4,513   
  

 

 

 

Total debt securities

     530,092         11,348         (105     541,335   

Equity securities

     9,010         33         (71     8,972   
  

 

 

 

Total securities available-for-sale

   $ 539,102       $ 11,381       $ (176   $ 550,307   

 

 

 

      December 31, 2015  
      Amortized
cost
     Gross
unrealized
gains
     Gross
unrealized
losses
   

Fair

Value

 

Securities Available-for-Sale

          

Debt securities

          

U.S. government agency securities

   $ 34,161       $       $ (353   $ 33,808   

Mortgage-backed securities—residential

     524,141         3,675         (5,443     522,373   

Municipals, tax exempt

     74,945         4,892                79,837   

Treasury securities

     4,507                 (22     4,485   
  

 

 

 

Total debt securities

     637,754         8,567         (5,818     640,503   

Equity securities

     8,971         3         (90     8,884   
  

 

 

 

Total securities available-for-sale

   $ 646,725       $ 8,570       $ (5,908   $ 649,387   

 

 

 

F-11


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The amortized cost and fair value of debt securities by contractual maturity at June 30, 2016 and December 31, 2015 are shown below (in thousands). Maturities may differ from contractual maturities in mortgage-backed securities because the mortgage underlying the security may be called or repaid without any penalties. Therefore, mortgage-backed securities are not included in the maturity categories in the following maturity summary.

 

      June 30, 2016      December 31, 2015  
     Available-for-sale      Available-for-sale  
      Amortized
cost
    

Fair

value

     Amortized
cost
    

Fair

value

 

Due in one year or less

   $ 9,010       $ 9,018       $ 6,849       $ 6,886   

Due in one to five

     15,937         16,079         44,108         44,358   

Due in five to ten years

     35,411         37,976         29,964         31,927   

Due in over ten years

     49,844         52,951         32,692         34,959   
  

 

 

 
     110,202         116,024         113,613         118,130   

Mortgage-backed securities—residential

     419,890         425,311         524,141         522,373   
  

 

 

 
   $ 530,092       $ 541,335       $ 637,754       $ 640,503   

 

 

Sales of available-for-sale securities were as follows (in thousands):

 

      Six Months Ended
June 30,
 
      2016      2015  

Proceeds from sales

   $ 268,995       $ 111,355   

Gross realized gains

     4,339         1,795   

Gross realized losses

     348           

 

 

The following tables show gross unrealized losses at period end June 30, 2016 and December 31, 2015, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

 

      June 30, 2016  
     Less than 12 months      12 months or more      Total  
      Fair
Value
     Unrealized
Loss
     Fair
Value
     Unrealized
Loss
     Fair
Value
     Unrealized
loss
 

U.S. government agency securities

   $       $       $       $       $       $   

Mortgage-backed securities—residential

                     21,377         101         21,377         101   

Municipals, tax exempt

     766         4                         766         4   

Treasury securities

                                               
  

 

 

 

Total debt securities

     766         4         21,377         101         22,143         105   

Equity securities

                     1,535         71         1,535         71   
  

 

 

 
   $ 766       $ 4       $ 22,912       $ 172       $ 23,678       $ 176   

 

 

 

F-12


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

      December 31, 2015  
     Less than 12 months     12 months or more     Total  
     

Fair

Value

    Unrealized
Loss
   

Fair

Value

    Unrealized
Loss
   

Fair

Value

    Unrealized
loss
 

U.S. government agency securities

   $ 15,887      $ 124      $ 17,921      $ 229      $ 33,808      $ 353   

Mortgage-backed securities—residential

     219,756        1,778        121,362        3,665        341,118        5,443   

Municipals, tax exempt

     4,485        22                      4,485        22   
  

 

 

 

Total debt securities

     240,128        1,924        139,283        3,894        379,411        5,818   

Equity securities

                   1,583        90        1,583        90   
  

 

 

 
   $ 240,128      $ 1,924      $ 140,866      $ 3,984      $ 380,994      $ 5,908   

 

 

As of June 30, 2016 and December 31, 2015, the Company’s securities portfolio consisted of 283 and 274 securities, 8 and 64 of which were in an unrealized loss position, respectively.

The Company evaluates securities with unrealized losses for other-than-temporary impairment (OTTI), and the Company recorded no OTTI for the six months ended June 30, 2016 and 2015. For debt securities, the Company currently does not intend to sell those investments with unrealized losses, and it is unlikely that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. For equity securities, the Company has evaluated the near-term prospects of the investment in relation to the severity and duration of the impairment and based on that evaluation has the ability and intent to hold these investments until a recovery of fair value.

Note (4)—Loans and allowance for loan losses:

Loans outstanding at June 30, 2016 and December 31, 2015, by major lending classification are as follows (in thousands):

 

      June 30,
2016
   

December 31,

2015

 

Commercial and industrial

   $ 355,558      $ 317,038   

Construction

     210,029        231,025   

Residential real estate:

    

1-to-4 family mortgage

     286,335        287,749   

Residential line of credit

     174,523        171,526   

Multi-family mortgage

     41,005        59,510   

Commercial real estate:

    

Owner occupied

     345,999        330,207   

Non-owner occupied

     263,893        237,222   

Consumer and other

     72,962        67,586   
  

 

 

 

Gross loans

     1,750,304        1,701,863   

Less: Allowance for loan losses

     (23,734     (24,460
  

 

 

 

Net loans

   $ 1,726,570      $ 1,677,403   

 

 

 

F-13


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Nonperforming loans include loans that are no longer accruing interest (non-accrual loans) and loans past due ninety or more days and still accruing interest. Nonperforming loans and impaired loans are defined differently. Some loans may be included in both categories, whereas other loans may only be included in one category.

As of June 30, 2016 and December 31, 2015, $29,208 and $26,089, respectively, of 1-to-4 family mortgage loans were pledged to the Federal Home Loan Bank of Cincinnati securing advances against the Bank’s line. As of June 30, 2016 and December 31, 2015, $49,025 and $43,825, respectively, of multi-family mortgage loans were pledged to the Federal Home Loan Bank of Cincinnati securing advances against the Bank’s line.

The following provides the allowance for loan losses by portfolio segment and the related investment in loans net of unearned interest for the six months ended June 30, 2016 and 2015 (in thousands):

 

     Commercial
and
industrial
    Construction     1-to-4
family
residential
mortgage
    Residential
line of credit
    Multi-
family
residential
mortgage
    Commercial
real estate
owner
occupied
    Commercial
real estate
non-owner
occupied
    Consumer
and other
    Total  

Beginning balance—December 31, 2015

  $ 5,288      $ 5,030      $ 4,126      $ 2,178      $ 311      $ 4,034      $ 2,610      $ 883      $ 24,460   

Provision for loan losses

    489        (867     (625     (288     137        (280     137        499        (798

Recoveries of loans previously charged-off

    472        105        107        107               11        5        171        978   

Loans charged off

    (198     (2     (53     (75            (93            (485     (906
 

 

 

 

Balance—June 30, 2016

  $ 6,051      $ 4,266      $ 3,555      $ 1,922      $ 448      $ 3,672      $ 2,752      $ 1,068      $ 23,734   
 

 

 

 

Beginning balance—December 31, 2014

  $ 6,600      $ 3,721      $ 6,364      $ 2,790      $ 184      $ 6,075      $ 2,641      $ 655      $ 29,030   

Provision for loan losses

    (1,067     420        (1,030     698        128        1,024        (350     399        222   

Recoveries of loans previously charged-off

    32        110        35        104               13        3        256        553   

Loans charged off

    (143            (163                                 (469     (775
 

 

 

 

Balance—June 30, 2015

  $ 5,422      $ 4,251      $ 5,206      $ 3,592      $ 312      $ 7,112      $ 2,294      $ 841      $ 29,030   

 

 

The following table provides the allocation of the allowance for loan losses by loan category broken out between loans individually evaluated for impairment and loans collectively evaluated for impairment as of June 30, 2016 and December 31, 2015 (in thousands):

 

     June 30, 2016  
     Commercial
and
industrial
    Construction     1-to-4
family
residential
mortgage
    Residential
line of credit
    Multi-
family
residential
mortgage
    Commercial
real estate
owner
occupied
    Commercial
real estate
non-owner
occupied
    Consumer
and other
    Total  

Amount of allowance allocated to:

                 

Individually evaluated for impairment

  $ 200      $      $ 72      $ 140      $      $ 101      $ 881      $      $ 1,394   

Collectively evaluated for impairment

    5,851        4,266        3,483        1,782        448        3,571        1,871        1,068        22,340   
 

 

 

 

Ending balance—June 30, 2016

  $ 6,051      $ 4,266      $ 3,555      $ 1,922      $ 448      $ 3,672      $ 2,752      $ 1,068      $ 23,734   

 

 

 

F-14


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

     December 31, 2015  
     Commercial
and
industrial
    Construction     1-to-4
family
residential
mortgage
    Residential
line of credit
    Multi-
family
residential
mortgage
    Commercial
real estate
owner
occupied
    Commercial
real estate
non-owner
occupied
    Consumer
and other
    Total  

Year-end amount of allowance allocated to:

                 

Individually evaluated for impairment

  $ 89      $ 5      $ 66      $      $      $ 38      $ 775      $      $ 973   

Collectively evaluated for impairment

    5,199        5,025        4,060        2,178        311        3,996        1,835        883        23,487   
 

 

 

 

Ending balance— December 31, 2015

  $ 5,288      $ 5,030      $ 4,126      $ 2,178      $ 311      $ 4,034      $ 2,610      $ 883      $ 24,460   

 

 

The following table provides the amount of loans by loan category broken between loans individually evaluated for impairment and loans collectively evaluated for impairment as of June 30, 2016 and December 31, 2015 (in thousands):

 

     June 30, 2016  
     Commercial
and
industrial
    Construction     1-to-4
family
residential
mortgage
    Residential
line of credit
    Multi-
family
residential
mortgage
    Commercial
real estate
owner
occupied
    Commercial
real estate
non-owner
occupied
    Consumer
and other
    Total  

Loans, net of unearned income

                 

Individually evaluated for impairment

  $ 1,580      $ 2,793      $ 4,066      $ 320      $ 1,045      $ 2,001      $ 3,953      $      $ 15,758   

Collectively evaluated for impairment

    353,392        202,187        279,867        174,203        39,928        340,075        254,346        72,958        1,716,956   

Acquired with deteriorated credit quality

    586        5,049        2,402               32        3,923        5,594        4        17,590   
 

 

 

 

Ending balance—June 30, 2016

  $ 355,558      $ 210,029      $ 286,335      $ 174,523      $ 41,005      $ 345,999      $ 263,893      $ 72,962      $ 1,750,304   

 

 

 

     December 31, 2015  
     Commercial
and
industrial
    Construction     1-to-4
family
residential
mortgage
    Residential
line of credit
    Multi-
family
residential
mortgage
    Commercial
real estate
owner
occupied
    Commercial
real estate
non-owner
occupied
    Consumer
and other
    Total  

Loans, net of unearned income

                 

Individually evaluated for impairment

  $ 1,499      $ 2,866      $ 3,686      $      $ 1,074      $ 2,425      $ 4,026      $      $ 15,576   

Collectively evaluated for impairment

    314,665        221,300        281,235        171,526        58,400        322,999        227,205        67,582        1,664,912   

Acquired with deteriorated credit quality

    874        6,859        2,828               36        4,783        5,991        4        21,375   
 

 

 

 

Ending balance- December 31, 2015

  $ 317,038      $ 231,025      $ 287,749      $ 171,526      $ 59,510      $ 330,207      $ 237,222      $ 67,586      $ 1,701,863   

 

 

 

F-15


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. The Company uses the following definitions for risk ratings:

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

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

Doubtful.    Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

The following table shows credit quality indicators by portfolio class at June 30, 2016 and December 31, 2015 (in thousands):

 

June 30, 2016

   Pass      Watch      Substandard      Total  

Commercial and industrial

   $ 348,605       $ 2,303       $ 4,650       $ 355,558   

Construction

     201,942         2,632         5,455         210,029   

Residential real estate:

           

1-to-4 family mortgage

     266,899         8,317         11,119         286,335   

Residential line of credit

     168,888         3,479         2,156         174,523   

Multi-family mortgage

     40,973                 32         41,005   

Commercial real estate:

           

Owner occupied

     329,737         8,046         8,216         345,999   

Non-owner occupied

     234,084         20,083         9,726         263,893   

Consumer and other

     72,120         487         355         72,962   
  

 

 

 

Total

   $ 1,663,248       $ 45,347       $ 41,709       $ 1,750,304   

 

 

 

F-16


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

December 31, 2015    Pass      Watch      Substandard      Total  

Commercial and industrial

   $ 310,125       $ 1,060       $ 5,853         317,038   

Construction

     219,684         3,238         8,103         231,025   

Residential real estate:

           

1-to-4 family mortgage

     268,046         9,367         10,336         287,749   

Residential line of credit

     165,838         3,069         2,619         171,526   

Multi-family mortgage

     58,234         166         1,110         59,510   

Commercial real estate:

           

Owner occupied

     310,538         9,852         9,817         330,207   

Non-owner occupied

     206,645         20,218         10,359         237,222   

Consumer and other

     66,794         460         332         67,586   
  

 

 

 

Total

   $ 1,605,904       $ 47,430       $ 48,529       $ 1,701,863   

 

 

Loans acquired in business combinations that exhibited at the date of acquisition evidence of deterioration of credit quality since origination such that it was probable that all contractually required payments would not be collected are considered to be purchased credit impaired and were as follows at June 30, 2016 and December 31, 2015 (in thousands):

 

      June 30,
2016
     December 31,
2015
 

Commercial and industrial

   $ 586       $ 874   

Construction

     5,049         6,859   

Residential real estate:

     

1-to-4 family mortgage

     2,402         2,828   

Residential line of credit

               

Multi-family mortgage

     32         36   

Commercial real estate:

     

Owner occupied

     3,923         4,783   

Non-owner occupied

     5,594         5,991   

Consumer and other

     4         4   
  

 

 

 

Total

   $ 17,590       $ 21,375   

 

 

The following table presents the current value of loans determined to be impaired at the time of acquisition at June 30, 2016 and December 31, 2015 (in thousands):

 

      June 30,
2016
    December 31,
2015
 

Contractually-required principal and interest

   $ 25,277      $ 31,381   

Nonaccretable difference

     (6,439     (8,369
  

 

 

 

Cash flows expected to be collected

     18,838        23,012   

Accretable yield

     (1,248     (1,637
  

 

 

 

Current value

   $ 17,590      $ 21,375   

 

 

 

F-17


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Changes in accretable yield and nonaccretable difference of purchased loans were as follows (in thousands):

 

      Accretable
yield
    Nonaccretable
Difference
        
      Purchased
Credit
Impaired
    Purchased
Non-
impaired
    Purchased
Credit
Impaired
    Purchased
Non-
impaired
    Total  

Balance at January 1, 2016

   $ (1,637   $ (2,147   $ (8,369   $ (70   $ (12,223

Additions through acquisition

                                   

Principal reductions/ pay-offs

     (1,458            1,458                 

Charge-offs

                   472               472   

Sale of credit card portfolio

                          70        70   

Accretion

     1,847        534                      2,381   
  

 

 

 

Balance at June 30, 2016

   $ (1,248   $ (1,613   $ (6,439   $      $ (9,300

 

 

There were no purchased credit impaired loans prior to the NWGB acquisition on September 18, 2015.

The following table provides the period-end amounts of loans that are past due thirty to eighty-nine days, past due ninety or more days and still accruing interest, loans not accruing interest and loans current on payments accruing interest by category at June 30, 2016 and December 31, 2015 (in thousands):

 

June 30, 2016

  

30-89 days

past due

    

90 days or more

and accruing
interest

     Non-accrual
loans
    

Loans

current

on payments

and accruing
interest

     Total  

Commercial and industrial

   $ 549       $ 170       $ 1,504       $ 352,749       $ 354,972   

Construction

     348         2         263         204,367         204,980   

Residential real estate:

              

1-to-4 family mortgage

     3,184         577         1,617         278,555         283,933   

Residential line of credit

     1,342         248         791         172,142         174,523   

Multi-family mortgage

                             40,973         40,973   

Commercial real estate:

                   

Owner occupied

     1,514         232         1,530         338,800         342,076   

Non-owner occupied

     55                 4,010         254,234         258,299   

Consumer and other

     479         125         37         72,317         72,958   
  

 

 

 

Total

   $ 7,471       $ 1,354       $ 9,752       $ 1,714,137       $ 1,732,714   

 

 

 

F-18


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Loans acquired with deteriorated credit quality amounting to $17,590 and have been excluded from the table above in accordance with ASC-310-10-50, Receivables- Overall- Disclosure.

 

December 31, 2015

  

30-89 days

past due

    

90 days or more

and accruing
interest

     Non-accruing
loans
    

Loans

current

on payments

and accruing
interest

     Total  

Commercial and industrial

   $ 283       $ 103       $ 1,659       $ 314,119       $ 316,164   

Construction

     81         33         272         223,780         224,166   

Residential real estate:

              

1-to-4 family mortgage

     2,798         268         2,124         279,731         284,921   

Residential line of credit

     1,053         323         1,114         169,036         171,526   

Multi-family mortgage

                             59,474         59,474   

Commercial real estate:

              

Owner occupied

     382                 1,848         323,194         325,424   

Non-owner occupied

     60                 3,638         227,533         231,231   

Consumer and other

     331         160         45         67,046         67,582   
  

 

 

 

Total

   $ 4,988       $ 887       $ 10,700       $ 1,663,913       $ 1,680,488   

 

 

Loans acquired with deteriorated credit quality amounting to $21,375 and have been excluded from the table above in accordance with ASC-310-10-50, Receivables- Overall- Disclosure.

 

F-19


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Impaired loans recognized in conformity with ASC 310 at June 30, 2016 and December 31, 2015, segregated by class, were as follows (in thousands):

 

June 30, 2016

   Recorded
investment
     Unpaid
principal
     Related
allowance
     Average
recorded
investment
     Interest income
recognized
(cash basis)
 

With a related allowance recorded:

              

Commercial and industrial

   $ 969       $ 970       $ 200       $ 1,051       $ 11   

Construction

                             154           

Residential real estate:

              

1-to-4 family mortgage

     862         1,128         72         2,130         26   

Residential line of credit

     320         322         140         160         2   

Multi-family mortgage

                                       

Commercial real estate:

              

Owner occupied

     239         239         101         1,271         1   

Non-owner occupied

     2,782         2,784         881         2,879         8   

Consumer and other

                                       
  

 

 

 

Total

   $ 5,172       $ 5,443       $ 1,394       $ 7,644       $ 48   
  

 

 

 

With no related allowance recorded

              

Commercial and industrial

   $ 611       $ 1,243       $       $ 489       $ 4   

Construction

     2,793         2,793                 2,676         62   

Residential real estate:

              

1-to-4 family mortgage

     3,204         3,205                 1,747         96   

Residential line of credit

                                       

Multi-family mortgage

     1,045         1,045                 1,060         12   

Commercial real estate:

              

Owner occupied

     1,762         2,534                 943         43   

Non-owner occupied

     1,171         1,903                 1,111         1   

Consumer and other

                                       
  

 

 

 

Total

   $ 10,586       $ 12,723       $       $ 8,023       $ 218   
  

 

 

 

Total impaired loans

   $ 15,758       $ 18,166       $ 1,394       $ 15,667       $ 266   

 

 

 

F-20


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

December 31, 2015    Recorded
investment
     Unpaid
principal
     Related
allowance
     Average
recorded
investment
     Interest income
recognized
(cash basis)
 

With a related allowance recorded:

              

Commercial and industrial

   $ 1,133       $ 1,133       $ 89       $ 1,269       $ 22   

Construction

     308         308         5         517         3   

Residential real estate:

              

1-to-4 family mortgage

     3,397         3,398         66         2,345         199   

Residential line of credit

                                       

Multi-family mortgage

                             468           

Commercial real estate:

              

Owner occupied

     2,302         2,422         38         1,938         77   

Non-owner occupied

     2,976         2,976         775         3,039         18   

Consumer and other

                                       
  

 

 

 

Total

   $ 10,116       $ 10,237       $ 973       $ 9,576       $ 319   
  

 

 

 

With no related allowance recorded:

              

Commercial and industrial

   $ 366       $ 993       $       $ 660       $   

Construction

     2,558         2,558                 4,337         127   

Residential real estate:

              

1-to-4 family mortgage

     289         289                 2,815         7   

Residential line of credit

                                       

Multi-family mortgage

     1,074         1,074                 652         25   

Commercial real estate:

              

Owner occupied

     123         229                 788           

Non-owner occupied

     1,050         1,781                 855           

Consumer and other

                                       
  

 

 

 

Total

   $ 5,460       $ 6,924       $       $ 10,107       $ 159   
  

 

 

 

Total impaired loans

   $ 15,576       $ 17,161       $ 973       $ 19,683       $ 478   

 

 

As of June 30, 2016 and December 31, 2015, the Company has a recorded investment in troubled debt restructurings of $14,970 and $15,289, respectively. The modifications included extensions of the maturity date and/or a stated rate of interest to one lower than the current market rate. The Company has allocated $1,254 and $946 of specific reserves for those loans at June 30, 2016 and December 31, 2015, respectively, and has committed to lend additional amounts totaling up to $0 and $69, respectively to these customers. Of these loans, $5,945 and $5,898 were classified as non-accrual loans as of June 30, 2016 and December 31, 2015.

 

F-21


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The following table presents the financial effect of TDRs recorded during the periods indicated ($ amounts in thousands):

 

June 30, 2016

  

Number of

loans

    

Pre-

modification
outstanding
recorded
investment

    

Post-

modification
outstanding
recorded
investment

    

Charge offs

and specific
reserves

 

Residential real estate:

           

1-4 family mortgage

     4       $ 457       $ 457       $ 39   
  

 

 

 

Total

     4       $ 457       $ 457       $ 39   

 

 

 

June 30, 2015

   Number of
loans
    

Pre-

modification
outstanding
recorded
investment

     Post-
modification
outstanding
recorded
investment
     Charge offs
and specific
reserves
 

Commercial and industrial

     6       $ 2,298       $ 2,298       $ 86   

Commercial real estate:

           

Owner occupied

     1         35         35           

Non-owner occupied

     1         144         144         1   

Residential real estate:

           

1-4 family mortgage

     5         328         328         45   
  

 

 

 

Total

     13       $ 2,805       $ 2,805       $ 132   

 

 

There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the six months ended June 30, 2016. The following presents loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the six months ended June 30, 2015.

 

      Defaulted     

Charge-offs

and specific

reserves

 

Residential real estate:

     

1-to-4 family mortgage

   $ 145       $ 45   
  

 

 

 

Total

   $ 145       $ 45   

 

 

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

The terms of certain other loans were modified during the six months ended June 30, 2016 and 2015 that did not meet the definition of a troubled debt restructuring. The modification of these loans involved either a modification of the terms of a loan to borrowers who were not experiencing financial difficulties or a delay in a payment that was considered to be insignificant.

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 company’s internal underwriting policy.

 

F-22


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Note (5)—Foreclosed real estate:

The amount reported as real estate acquired through foreclosure proceedings is carried at the lower of the recorded investment in the loan or fair value less estimated cost to sell the property. The following table summarizes the foreclosed real estate for the six months ended June 30, 2016 and 2015 (in thousands):

 

     

June 30,
2016

   

June 30,
2015

 

Balance at beginning of period

   $ 11,641      $ 7,259   

Transfers from loans

     2,176        1,227   

Capital improvements

              

Property sold

     (3,514     (1,758

Gain on sale of foreclosed assets

     69        104   

Transferred to loans

     (259     (591

Write-downs and partial liquidations

     (211     (42
  

 

 

 

Balance at end of period

   $ 9,902      $ 6,199   

 

 

Foreclosed residential real estate properties included in the table above totaled $2,265 and $2,715 as of June 30, 2016 and December 31, 2015, respectively. The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $44 and $67 at June 30, 2016 and December 31, 2015, respectively.

Note (6)—Mortgage servicing rights:

Changes in the Company’s mortgage servicing rights were as follows for the six months ended June 30, 2016 and 2015 (in thousands):

 

      2016     2015  

Carrying value at January 1

   $ 29,711      $ 6,032   

Capitalization

     19,783        11,108   

Amortization

     (3,425     (779

Impairment

     (5,687       
  

 

 

 

Carrying value at June 30

   $ 40,382      $ 16,361   

 

 

 

F-23


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Income and expense associated with mortgage servicing rights, which include servicing fees, late charges, guarantee fees and loan payoff interest, is recorded on a cash basis which approximates income as would be recorded on a U.S. GAAP basis. The following table summarizes servicing income and expense included in mortgage banking income and other noninterest expense within the Mortgage Segment operating results, respectively, for the six months ended June 30, 2016 and 2015 (in thousands):

 

      2016     2015  

Gross servicing income

   $ 4,651      $ 1,052   
  

 

 

 

Servicing expenses:

    

Servicing asset amortization

     3,425        779   

Servicing asset impairment

     5,687          

Other servicing expenses

     946        200   
  

 

 

 

Gross servicing expenses

     10,058        979   
  

 

 

 

Net servicing (loss) income

   $ (5,407   $ 73   

 

 

Data and key economic assumptions related to the Company’s mortgage servicing rights as of June 30, 2016 and December 31, 2015 are as follows ($ amounts in thousands):

 

     

June 30,
2016

   

December 31,

2015

 

Unpaid principal balance

   $ 4,023,151      $ 2,545,449   

Weighted-average prepayment speed (CPR)

     9.76%        7.30%   

Estimated impact on fair value of a 10% increase

     (1,418     (371

Estimated impact on fair value of a 20% increase

     (2,745     (726

Discount rate

     11.13%        10.14%   

Estimated impact on fair value of a 100 bp increase

     (863     (1,201

Estimated impact on fair value of a 200 bp increase

     (1,674     (2,317

Weighted-average coupon interest rate

     3.71%        3.79%   

Weighted-average servicing fee (basis points)

     26        25   

Weighted-average remaining maturity (in months)

     310        311   

 

 

 

F-24


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Note (7)—Commitments and contingencies:

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates.

Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

 

(in thousands)   

June 30,
2016

    

December 31,

2015

 

Commitments to extend credit, excluding interest rate lock commitment

   $ 619,538       $ 554,274   

Letters of credit

     20,695         20,338   
  

 

 

 

Balance at end of period

   $ 640,233       $ 574,612   

 

 

In connection with the sale of mortgage loans to third party investors, the Bank makes usual and customary representations and warranties as to the propriety of its origination activities. Occasionally, the investors require the Bank to repurchase loans sold to them under the terms of the warranties. When this happens, the loans are recorded at fair value with a corresponding charge to a valuation reserve. The total principal amount of loans repurchased (or indemnified for) was $0 and $0 for six months ended June 30, 2016 and 2015, respectively. The Bank has established an allowance for losses associated with loan repurchases. This allowance is recorded in accrued expenses and other liabilities on the consolidated balance sheet. The following table summarizes the activity in the repurchase allowance (in thousands):

 

     

June 30,
2016

    

June 30,
2015

 

Balance at beginning of period

   $ 2,156       $ 828   

Provision for loan repurchases or indemnifications

     703         629   

Recoveries on previous losses

               

Losses on loans repurchased or indemnified

               
  

 

 

 

Balance at end of period

   $ 2,859       $ 1,457   

 

 

Note (8)—Derivatives:

The Company utilizes derivative financial instruments as part of its ongoing efforts to manage its interest rate risk exposure as well as the exposure for its customers. Derivative financial instruments are included in the Consolidated Balance Sheets line item “Other assets” or “Other liabilities” at fair value in accordance with ASC 815, “Derivatives and Hedging.”

The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Under such commitments, interest rates for a mortgage loan are typically locked in for up to forty-five days with the customer. These interest rate lock commitments are recorded at fair value in the Company’s Consolidated Balance Sheets. The notional amount of commitments to

 

F-25


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

fund fixed-rate mortgage loans was $727,938 and $263,395 at June 30, 2016 and December 31, 2015, respectively. The Company also enters into mandatory delivery forward commitments to sell residential mortgage loans to secondary market investors. The notional amount of commitments to sell residential mortgage loans to secondary market investors was $732,500 and $445,000 at June 30, 2016 and December 31, 2015, respectively. Gains and losses arising from changes in the valuation of the commitments are recognized currently in earnings and are reflected under the line item “Mortgage banking income” on the Consolidated Statements of Income.

The Company has entered into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. At June 30, 2016 and December 31, 2015, the Company had notional amounts of $1,717 and $4,409, respectively, on interest rate contracts with corporate customers and $1,717 and $4,409, respectively, in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts and certain fixed-rate loans. The fair value on the swaps was $(104) and $(369) at June 30, 2016 and December 31, 2015, respectively.

Certain financial instruments, including derivatives, may be eligible for offset in the Consolidated Balance Sheet when the “right of setoff” exists or when the instruments are subject to an enforceable master netting agreement, which includes the right of the non-defaulting party or non-affected party to offset recognized amounts, including collateral posted with the counterparty, to determine a net receivable or net payable upon early termination of the agreement. Certain of the Company’s derivative instruments are subject to master netting agreements. The Company has not elected to offset such financial instruments in the Consolidated Balance Sheets.

The following table provides details on the Company’s derivative financial instruments as of the dates presented:

 

      Balance  Sheet
Classification
     Fair Value  
              June 30,
2016
     December 31,
2015
 

Derivative assets:

        

Not designated as hedging:

        

Interest rate swaps

     Other Assets       $ 104       $ 369   

Forward commitments

     Other Assets                 61   

Interest rate-lock commitments

     Other Assets         17,558         5,593   
     

 

 

 

Total

      $ 17,662       $ 6,023   
     

 

 

 

Derivative liabilities:

        

Not designated as hedging:

        

Interest rate swaps

     Other Liabilities       $ 104       $ 369   

Forward commitments

     Other Liabilities         7,702           
     

 

 

 

Total

      $ 7,806       $ 369   

 

 

 

F-26


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Gains (losses) included in the Condensed Consolidated Statements of Income related to the Company’s derivative financial instruments were as follows:

 

      June 30,  
      2016     2015  

Derivatives not designated as hedging instruments:

    

Interest rate lock commitments:

    

Included in mortgage banking income

   $ 11,965      $ 2,305   

Forward commitments:

    

Included in mortgage banking income

     (16,745     3,523   
  

 

 

 

Total

   $ (4,780   $ 5,828   

 

 

Note (9)—Fair value of financial instruments:

ASC 820-10 establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.

The hierarchy is broken down into the following three levels, based on the reliability of inputs:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

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

Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.

The Company records the fair values of financial assets and liabilities on a recurring and non-recurring basis using the following methods and assumptions:

Available-for-sale securities—Available-for-sale securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a

 

F-27


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Available-for-sale securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2. When significant inputs to the valuation are unobservable, the available-for-sale securities are classified within Level 3 of the fair value hierarchy.

Where no active market exists for a security or other benchmark securities, fair value is estimated by the Company with reference to discount margins for other high risk securities.

Loans held for sale—Loans held for sale are carried at fair value. If fair value is used, it is determined using current secondary market prices for loans with similar characteristics, that is, using Level 2 inputs.

Derivatives—The fair value of the interest rate swaps are based upon fair values provided from entities that engage in interest rate swap activity and is based upon projected future cash flows and interest rates. Fair value of commitments is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered. These financial instruments are classified as Level 2.

Foreclosed real estate—Foreclosed real estate (“REO”) is comprised of commercial and residential real estate obtained in partial or total satisfaction of loan obligations. REO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. The valuations are classified as Level 3.

Mortgage servicing rights—Servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. Mortgage servicing rights are disclosed as level 3.

Impaired loans—Loans considered impaired under FASB ASC 310, Receivables, are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Fair value adjustments for impaired loans are recorded on a non-recurring basis as either partial write downs based on observable market prices or current appraisal of the collateral. Impaired loans are classified as Level 3.

The following methods were used to estimate the fair value of the Company’s financial instruments which were not previously presented.

Cash and cash equivalents—Cash and cash equivalents consist of cash and due from banks with other financial institutions and federal funds sold. The carrying amount reported in the consolidated balance sheets approximates the fair value based upon the short-term nature of these assets. Also included are interest-bearing deposits in financial institutions. Interest bearing deposits in financial institutions consist of interest bearing accounts at the Federal Reserve Bank and Federal Home Loan Bank. The carrying value reported in the consolidated balance sheets approximates the fair value based upon the short-term nature of the assets.

 

F-28


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Federal Home Loan Bank stock—The carrying value of Federal Home Loan Bank stock reported in the consolidated balance sheets approximates the fair value as the stock is redeemable at the carrying value.

Loans—For variable rate loans that re-price frequently and with no significant change in credit risk, fair values are based upon carrying values. Fixed rate loan fair values are estimated using a discounted cash flow analysis based upon interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Deposits—The fair value disclosed for demand deposits (both interest bearing and noninterest bearing) and savings deposits are equal to the amount payable on demand as of the reporting date. The fair value of the time deposits is estimated using a discounted cash flow method based upon current rates for similar types of accounts.

Short term borrowings—The fair value of the lines of credit which represent federal funds purchased approximate the carrying value of the amounts reported on the balance sheet due to the short-term nature of these liabilities.

Securities sold under agreement to repurchase—The fair value of the securities sold under agreement to repurchase approximate the carrying value of the amounts reported on the balance sheet due to the short-term nature of these liabilities.

Long-term debt—The fair value of long-term debt is determined using discounted cash flows using current rates.

Accrued interest payable and receivable – The carrying amounts of accrued interest approximate fair value.

The estimated fair values of the Company’s financial instruments are as follows (in thousands):

 

        Fair Value  
June 30, 2016    Carrying
amount
     Level 1      Level 2      Level 3      Total  

Financial assets:

        

Cash and cash equivalents

   $ 88,919       $ 88,919       $       $       $ 88,919   

Available-for-sale securities

     550,307                 545,451         4,856         550,307   

Federal Home Loan Bank Stock

     6,528                         6,528         6,528   

Loans, net

     1,726,570                 1,698,784         3,053         1,701,837   

Loans held for sale

     322,249                 322,249                 322,249   

Interest receivable

     6,627                 6,627                 6,627   

Mortgage servicing rights, net

     40,382                         40,382         40,382   

Derivatives

     17,662                 17,662                 17,662   

Financial liabilities:

        

Deposits:

        

Without stated maturities

   $ 2,114,715       $ 2,114,715       $       $       $ 2,114,715   

With stated maturities

     399,582                 398,418                 398,418   

Securities sold under agreement to repurchase

     29,278         29,278                         29,278   

Interest payable

     491         139         352                 491   

Long-term debt

     55,785                 54,669                 54,669   

Derivatives

     7,806                 7,806                 7,806   

 

 

 

F-29


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

        Fair Value  
December 31, 2015   

Carrying
amount

     Level 1      Level 2      Level 3      Total  

Financial assets:

           

Cash and cash equivalents

   $ 97,723       $ 97,723       $       $       $ 97,723   

Available-for-sale securities

     649,387                 644,531         4,856         649,387   

Federal Home Loan Bank Stock

     6,528                         6,528         6,528   

Loans, net

     1,677,403                 1,638,506         36,951         1,675,457   

Loans held for sale

     273,196                 273,196                 273,196   

Interest receivable

     6,763                 6,763                 6,763   

Mortgage servicing rights, net

     29,711                         29,711         29,711   

Derivatives

     6,023                 6,023                 6,023   

Financial liabilities:

           

Deposits:

           

Without stated maturities

   $ 2,112,915         2,112,915       $       $         2,112,915   

With stated maturities

     325,559                 323,624                 323,624   

Securities sold under agreement to repurchase

     105,133         105,133                         105,133   

Short term borrowings

     18,000         18,000                         18,000   

Interest payable

     563         211         352                 563   

Long-term debt

     56,616                 55,484                 55,484   

Derivatives

     369                 369                 369   

 

 

The balances and levels of the assets measured at fair value on a recurring basis at June 30, 2016 are presented in the following tables (in thousands):

 

At June 30, 2016   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant
unobservable

inputs

(level 3)

     Total  

Recurring valuations:

           

Financial assets:

           

Available-for-sale securities:

           

U.S. government agency securities

   $       $ 15,510       $       $ 15,510   

Mortgage-backed securities

             425,311                 425,311   

Municipals, tax-exempt

             96,001                 96,001   

Treasury securities

             4,513                 4,513   

Equity securities

             4,116         4,856         8,972   
  

 

 

 

Total

   $       $ 545,451       $ 4,856       $ 550,307   
  

 

 

 

Loans held for sale

             322,249                 322,249   

Derivatives

             17,662                 17,662   

Financial Liabilities:

           

Derivatives

             7,806                 7,806   

 

 

 

F-30


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The balances and levels of the assets measured at fair value on a non-recurring basis at June 30, 2016 are presented in the following tables (in thousands):

 

At June 30, 2016   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant
unobservable

inputs

(level 3)

     Total  

Non-recurring valuations:

           

Financial assets:

           

Foreclosed assets

   $       $       $ 223       $ 223   

Mortgage servicing rights

   $       $         40,382         40,382   
  

 

 

 

Impaired loans:

           

Commercial and industrial

                     968         968   

Commercial real estate:

           

Owner occupied

                     239         239   

Non-owner occupied

                     1,367         1,367   

Residential real estate:

           

1-4 family mortgage

                     159         159   

Residential line of credit

                     320         320   
  

 

 

 

Total

   $       $       $ 3,053       $ 3,053   

 

 

The balances and levels of the assets measured at fair value on a recurring basis at December 31, 2015 are presented in the following tables (in thousands):

 

At December 31, 2015   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant
unobservable

inputs

(level 3)

     Total  

Recurring valuations:

           

Financial assets:

           

Available-for-sale securities:

           

U.S. government agency securities

   $       $ 33,808       $       $ 33,808   

Mortgage-backed securities

             522,373                 522,373   

Municipals, tax-exempt

             79,837                 79,837   

Treasury securities

             4,485                 4,485   

Equity securities

             4,028         4,856         8,884   
  

 

 

 

Total

   $       $ 644,531       $ 4,856       $ 649,387   
  

 

 

 

Loans held for sale

             273,196                 273,196   

Derivatives

             6,023                 6,023   

Financial Liabilities:

           

Derivatives

   $       $ 369       $       $ 369   

 

 

 

F-31


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The balances and levels of the assets measured at fair value on a non-recurring basis at December 31, 2015 are presented in the following tables (in thousands):

 

At December 31, 2015   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other
observable
inputs

(level 2)

    

Significant
unobservable

inputs

(level 3)

     Total  

Non-recurring valuations:

           

Financial assets:

           

Foreclosed assets

   $       $       $ 6,275       $ 6,275   
  

 

 

 

Impaired Loans:

           

Commercial and industrial

                     2,007         2,007   

Commercial real estate:

                

Owner occupied

                     6,493         6,493   

Non-owner occupied

                     7,572         7,572   

Construction

                     6,896         6,896   

Residential real estate:

                

1-4 family mortgage

                     6,127         6,127   

Multifamily

                     36         36   

Consumer and other

                     4         4   
  

 

 

 

Total

   $       $       $ 29,135       $ 29,135   

 

 

There were no transfers between Level 1, 2 or 3 during the periods presented.

The following table provides a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs, or Level 3 inputs, during the six months ended June 30, 2016 and 2015 (in thousands):

 

      Available-for-sale
securities
June 30,
 
      2016      2015  

Balance at beginning of period

   $ 4,856       $ 4,688   

Realized gains included in net income

               

Unrealized gains included in other comprehensive income

               

Purchases

             149   
  

 

 

    

 

 

 

Balance at end of period

   $ 4,856       $ 4,837   

 

 

The fair value of certain of the Company’s corporate are determined from information derived from external parties that calculate discounted cash flows using swap and LIBOR curves plus spreads that adjust for loss severities, volatility, credit risk and optionality. When available, broker quotes are used to validate the model. Industry research reports as well as assumptions about specific-issuer defaults and deferrals are reviewed and incorporated into the calculations. There is no established market for the Company’s equity securities, and as such, the Company has estimated that historical costs approximates market value.

 

F-32


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The following table presents information as of June 30, 2016 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

 

Financial instrument   Fair Value     Valuation technique  

Significant

Unobservable inputs

  Range of
inputs

Impaired loans

  $ 3,053     

Appraised value of

collateral

  Discount for comparable sales   0%-30%

Foreclosed assets

  $ 223      Appraised value of property less costs to sell   Discount for costs to sell   0%-10%

Mortgage servicing rights, net

  $ 40,382      Discounted cash flows   See Note 6   See Note 6

 

The following table presents information as of December 31, 2015 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

 

Financial instrument    Fair Value      Valuation technique   

Significant

Unobservable inputs

   Range of
inputs

Impaired loans

   $ 29,135       Appraised value of collateral    Discount for comparable sales    0%-30%

Foreclosed assets

   $ 6,275       Appraised value of property less costs to sell    Discount for costs to sell    0%-46%

Mortgage servicing rights, net

   $ 29,711       Discounted cash flows    See Note 6    See Note 6

 

Appraisals for both collateral-dependent impaired loans and real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics.

Fair value option

The Company elected to measure all loans originated for sale at fair value under the fair value option as permitted under ASC 825. Electing to measure these assets at fair value reduces certain timing differences and better matches the changes in fair value of the loans with changes in the fair value of derivative instruments used to economically hedge them.

Net gains of $6,795 and $1,571 resulting from fair value changes of the mortgage loans were recorded in income during the six months ended June 30, 2016 and 2015, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both loans held for sale and the related derivative instruments are recorded in Mortgage Banking Income in the Consolidated Statements of Income.

The Company’s valuation of loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these loans, valuation adjustments attributable to instrument-specific credit risk is nominal. Interest income on loans held for sale measured at fair value is accrued as it is earned based on contractual rates and is reflected in loan interest income in the Consolidated Statements of Income.

 

F-33


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The following table summarizes the differences between the fair value and the principal balance for loans held for sale measured at fair value as of June 30, 2016 and December 31, 2015:

 

June 30, 2016

  

Aggregate

fair value

    

Aggregate

Unpaid

Principal

Balance

     Difference  

Mortgage loans held for sale measured at fair value

   $ 322,249       $ 307,226       $ 15,023   

Past due loans of 90 days or more

                       

Nonaccrual loans

                       

 

 
December 31, 2015                        

Mortgage loans held for sale measured at fair value

   $ 273,196       $ 264,968       $ 8,228   

Past due loans of 90 days or more

                       

Nonaccrual loans

                       

 

 

Note (10)—Segment reporting:

The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Company determines reportable segments based on the significance of the segment’s operating results to the overall Company, the products and services offered, customer characteristics, processes and service delivery of the segments and the regular financial performance review and allocation of resources by the Chief Executive Officer. The Company has identified two distinct reportable segments—Community Banking and Mortgage Banking. The Company’s primary segment is Community Banking, which provides a full range of deposit and lending products and services to corporate, commercial and consumer customers. The Company offers full-service conforming residential mortgage products, including conforming residential loans and services through the Mortgage Banking segment utilizing offices beyond the geographic footprint of the Community Banking operations as well as internet delivery channels. Additionally, the mortgage operation includes the servicing of residential mortgage loans and the packaging and securitization of loans to governmental agencies. The Company’s mortgage banking division represents a distinct reportable segment which differs from the Company’s primary business of commercial and retail banking.

The financial performance of the Mortgage Banking segment is assessed based on results of operations reflecting direct revenues and expenses and allocated expenses. This approach gives management a better indication of the operating performance of the segment. When assessing the Community Banking segment’s financial performance the Chief Executive Officer (CEO) utilize reports with indirect revenues and expenses including but not limited to the investment portfolio, electronic delivery channels and areas that primarily support the banking segment operations. Therefore these are included in the results of the Community Banking segment. Other indirect revenue and expenses related to general administrative areas are also included in the internal financial results reports of the Community Banking segment utilized by the CEO for analysis and are thus included for Community Banking segment reporting. The Mortgage Banking segment utilizes funding sources from the Community Banking segment in order to fund mortgage loans that are ultimately sold on the secondary market. The Mortgage Banking segment uses the proceeds from loan sales to repay obligations due to the Community Banking Segment. Transactions among segments are made at fair value.

 

F-34


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

During the three months ended March 31, 2016, the Company realigned its segment reporting structure to reclassify mortgage banking income and related expenses associated with retail mortgage originations within our Community banking geographic footprint from the Mortgage banking segment to the Community banking segment. This change was made to capture all of the product and service offerings for our Community banking customer base within our banking geographic footprint into the Community banking segment while capturing all of the mortgage banking activities outside of the banking footprint into the Mortgage banking segment to allow our chief executive officer to better determine resource allocations and operating performance for each segment. As such, the tables below have been revised to reflect the reclassification for all periods presented.

The following table provides segment financial information for the six months ended June 30, 2016 and 2015 follows:

 

June 30, 2016

  

Community

banking

    Mortgage     Consolidated  

Net interest income

   $ 55,231      $ (930     54,301   

Provision for loan loss

     (798            (798

Mortgage banking income

     13,359        41,277        54,636   

Other noninterest income

     14,755               14,755   

Depreciation

     1,802        220        2,022   

Amortization of intangibles

     1,079               1,079   

Amortization and impairment of mortgage servicing rights

            9,112        9,112   

Other noninterest expense

     50,870        28,859        79,729   
  

 

 

 

Income before income taxes

     30,392        2,156        32,548   

State income tax expense

         2,174   
      

 

 

 

Net income

         30,374   

Total assets

   $ 2,508,867      $ 409,091      $ 2,917,958   

Goodwill

     46,767        100        46,867   

 

 

 

June 30, 2015

  

Community

banking

     Mortgage      Consolidated  

Net interest income

   $ 43,836       $ 605       $ 44,441   

Provision for loan loss

     222                 222   

Mortgage banking income

     8,352         22,935         31,287   

Other noninterest income

     9,936                 9,936   

Depreciation and amortization

     1,414         148         1,562   

Amortization of intangibles

     806                 806   

Amortization and impairment of mortgage servicing rights

             779         779   

Other noninterest expense

     39,125         18,761         57,886   
  

 

 

 

Income before income taxes

     20,557         3,852         24,409   

State income tax expense

           1,649   
        

 

 

 

Net income

           22,760   

Total assets

   $ 2,248,240       $ 284,596       $ 2,532,836   

Goodwill

     46,804         100         46,904   

 

 

 

F-35


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Our Community Banking segment provides our Mortgage Banking segment with a warehouse line of credit that is used to find mortgage loans held for sale. The warehouse line of credit had a prime interest rate of 3.50% and 3.25% as of June 30, 2016 and 2015, respectively. The amount of interest paid by our Mortgage Banking segment to our Community Banking segment under this warehouse line of credit is recorded as interest income to our Community Banking segment and as interest expense to our Mortgage Banking segment, both of which are included in the calculation of net interest income for each segment. The amount of interest paid by our Mortgage Banking segment to our Community Banking segment under this warehouse line of credit was $5,083 and $4,079 for the six months ended June 30, 2016 and 2015, respectively.

Note (11)—Minimum capital requirements:

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

For June 30, 2016 and December 31, 2015 Interim Final Basel III rules require the Bank to maintain minimum amounts and ratios of common equity Tier I capital to risk-weighted assets. Additionally under Basel III rules, the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital. As of June 30, 2016 and December 31, 2015, the Bank and Company met all capital adequacy requirements to which it is subject. Also, as of June 30, 2016, the most recent notification from the FDIC, the Bank was well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

 

F-36


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

The table below includes new regulatory capital ratio requirements that became effective on January 1, 2015. Beginning in 2016, an additional conservation buffer was added to the minimum requirements for capital adequacy purposes, subject to a three year phase-in period. The capital conservative buffer will be fully phased in January 1, 2019 at 2.5 percent.

Actual and required capital amounts and ratios are presented below at period-end (in thousands).

 

     Actual     For capital adequacy
purposes
    Minimum Capital
adequacy with
capital buffer
    To be well  capitalized
under prompt corrective
action provisions
 
     Amount     Ratio     Amount     Ratio     Amount     Ratio     Amount     Ratio  

June 30, 2016

               

Total Capital (to risk-weighted assets)

               

FB Financial Corporation

  $ 259,591        11.00%      $ 188,793        8.0%      $ 203,543        8.625%        N/A        N/A   

FirstBank

    256,548        10.92%        187,947        8.0%        202,631        8.625%      $ 234,934        10.0%   

Tier 1 Capital (to risk-weighted assets)

               

FB Financial Corporation

  $ 225,782        9.57%      $ 141,556        6.0%      $ 156,302        6.625%        N/A        N/A   

FirstBank

    226,814        9.65%        141,024        6.0%        155,714        6.625%      $ 141,024        6.0%   

Tier 1 Capital (to average assets)

               

FB Financial Corporation

  $ 225,782        7.98%      $ 113,174        4.0%        N/A        N/A        N/A        N/A   

FirstBank

    226,814        8.02%        113,124        4.0%        N/A        N/A      $ 141,405        5.0%   

Common Equity Tier 1 Capital

    (to risk-weighted assets)

               

FB Financial Corporation

  $ 195,782        8.30%      $ 106,147        4.5%      $ 120,889        5.125%        N/A        N/A   

FirstBank

    226,814        9.65%        105,768        4.5%        120,458        5.125%      $ 152,776        6.5%   

 

 

 

     Actual     For capital adequacy
purposes
    Minimum Capital
adequacy with
capital buffer
    To be well  capitalized
under prompt corrective
action provisions
 
     Amount     Ratio     Amount     Ratio     Amount     Ratio     Amount     Ratio  

December 31, 2015

               

Total Capital (to risk-weighted assets)

               

FB Financial Corporation

  $ 246,168        11.15%      $ 176,623        8.0%        N/A        N/A        N/A        N/A   

FirstBank

    242,240        11.02%        175,855        8.0%        N/A        N/A      $ 219,819        10.0%   

Tier 1 Capital (to risk-weighted assets)

               

FB Financial Corporation

  $ 211,633        9.58%      $ 132,547        6.0%        N/A        N/A        N/A        N/A   

FirstBank

    211,780        9.63%        131,950        6.0%        N/A        N/A      $ 131,950        6.0%   

Tier 1 Capital (to average assets)

               

FB Financial Corporation

  $ 211,633        7.64%      $ 110,803        4.0%        N/A        N/A        N/A        N/A   

FirstBank

    211,780        7.65%        110,735        4.0%        N/A        N/A      $ 138,418        5.0%   

Common Equity Tier 1 Capital

    (to risk-weighted assets)

               

FB Financial Corporation

  $ 181,633        8.23%      $ 99,313        4.5%        N/A        N/A        N/A        N/A   

FirstBank

    211,780        9.63%        98,963        4.5%        N/A        N/A      $ 142,946        6.5%   

 

 

 

F-37


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

Note (12)—Related party transactions:

(A) Loans:

The Bank has made and expects to continue to make loans to the directors and executive officers of the Company and their affiliates in the ordinary course of business. In management’s opinion, these transactions with directors and executive officers were made on substantially the same terms as those prevailing at the time for comparable transactions with other unaffiliated persons and did not involve more than the normal risk.

An analysis of loans to executive officers, the shareholder of the Company, and directors of the Bank and their affiliates follows (in thousands):

 

Loans outstanding at December 31, 2015

   $ 29,882   

New loans and advances

     2,275   

Repayments

     (8,382
  

 

 

 

Loans outstanding at June 30, 2016

   $ 23,775   

 

 

Unfunded commitments to certain executive officers and directors and their associates totaled $4,305 and $7,212 at June 30, 2016 and December 31, 2015, respectively.

(B) Deposits:

The Bank held deposits from related parties totaling $88,445 and $68,612 as of June 30, 2016 and December 31, 2015, respectively.

(C) Leases:

The Bank leases various office spaces from entities related to the shareholder under varying terms. The Company had $169 and $180 in unamortized leasehold improvements related to these leases at June 30, 2016 and December 31, 2015, respectively. These improvements are being amortized over a term not to exceed the length of the lease. Lease expense for these properties totaled $264 and $251 for the six months ended June 30, 2016 and 2015, respectively.

(D) Consulting services:

The Bank paid $153 for the six months ended June 30, 2015 in management consulting services to an entity owned 100% by the shareholder. The agreement was terminated effective January 1, 2016.

(E) Subordinated debt:

On February 12, 1996, the Company borrowed $775 from the shareholder through a term subordinated note. On August 26, 1999, the Company borrowed $3,300 from the shareholder through a term subordinated note. On June 30, 2006, the Company borrowed $6,000 from the shareholder through a term subordinated note. The Company paid interest payments related to these subordinated debentures to the shareholder amounting to approximately $124 and $83 for the six months ended June 30, 2016 and 2015, respectively.

 

F-38


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to condensed consolidated financial statements

(Unaudited)

 

(F) Investment securities transactions:

The Company holds an investment in a fund that was issued by an entity owned by one of its directors. The balance in the investment was $1,472 and $1,472 as of June 30, 2016 and December 31, 2015, respectively. The Company did not receive any capital distributions during the six months ended June 30, 2016 and 2015.

 

F-39


Table of Contents
Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

FB Financial Corporation

We have audited the accompanying consolidated balance sheets of FB Financial Corporation and subsidiaries as of December 31, 2015, 2014, and 2013 and the related consolidated statements of income, comprehensive income, changes in shareholder’s equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FB Financial Corporation and subsidiaries as of December 31, 2015, 2014, and 2013 and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

/s/ RSM US LLP

Jacksonville, Florida

March 30, 2016, except for Note 21 for which the date is June 24, 2016 and Note 25 for which the date is August 19, 2016

 

F-40


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Consolidated balance sheets

December 31, 2015, 2014 and 2013

(Amounts are in thousands, except share information)

 

      December 31,  
      2015      2014      2013  

ASSETS

        

Cash and due from banks

   $ 53,893       $ 40,093       $ 41,943   

Federal funds sold

     21,628         8,964         5,969   

Interest earning deposits in financial institutions

     22,202         897         19,685   
  

 

 

 

Cash and cash equivalents

     97,723         49,954         67,597   

Available-for-sale securities, at fair value

     649,387         652,601         685,547   

Federal Home Loan Bank stock, at cost

     6,528         6,528         6,528   

Loans held for sale, at fair value

     273,196         194,745         61,062   

Loans

     1,701,863         1,415,896         1,341,347   

Less: Allowance for loan losses

     24,460         29,030         32,353   
  

 

 

 

Net loans

     1,677,403         1,386,866         1,308,994   

Premises and equipment, net

     65,892         47,944         46,263   

Foreclosed real estate

     11,641         7,259         8,796   

Interest receivable

     6,763         6,616         6,662   

Mortgage servicing rights, net

     29,711         6,032           

Goodwill

     46,904         46,904         46,904   

Core deposit intangible, net

     6,695         3,495         5,108   

Other assets

     27,577         19,245         14,926   
  

 

 

 

Total assets

   $ 2,899,420       $ 2,428,189       $ 2,258,387   
  

 

 

 

LIABILITIES AND SHAREHOLDER’S EQUITY

        

Liabilities

        

Demand deposits:

        

Noninterest-bearing

   $ 626,955       $ 438,360       $ 356,844   

Interest-bearing

     1,273,438         1,010,079         933,705   

Savings deposits

     212,522         165,017         157,788   

Time deposits

     325,559         310,113         355,230   
  

 

 

 

Total deposits

     2,438,474         1,923,569         1,803,567   

Securities sold under agreements to repurchase

     105,133         113,494         107,058   

Short-term borrowings

     18,000         79,000         70,000   

Long-term debt (see Note 24)

     56,616         64,850         67,861   

Accrued expenses and other liabilities

     44,523         32,048         20,214   
  

 

 

 

Total liabilities

     2,662,746         2,212,961         2,068,700   

Shareholder’s equity:

        

Common stock, $1 par value; 25,000,000 shares authorized; 17,180,000 shares issued and outstanding

     17,180         17,180         17,180   

Additional paid-in capital

     94,544         94,544         94,544   

Retained earnings

     122,493         98,237         82,375   

Accumulated other comprehensive income (loss), net

     2,457         5,267         (4,412
  

 

 

 

Total shareholder’s equity

     236,674         215,228         189,687   
  

 

 

 

Total liabilities and shareholder’s equity

   $ 2,899,420       $ 2,428,189       $ 2,258,387   

 

 

See accompanying notes to consolidated financial statements.

 

F-41


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Consolidated statements of income

For years ended December 31, 2015, 2014 and 2013

(Amounts are in thousands except share and per share information)

 

      Years Ended December 31,  
      2015     2014     2013  

Interest income

      

Interest and fees on loans

   $ 87,723      $ 75,138      $ 70,243   

Interest on securities

      

Taxable

     11,783        14,375        13,563   

Tax-exempt

     2,808        2,932        2,844   

Other

     468        444        432   
  

 

 

 

Total interest income

     102,782        92,889        87,082   
  

 

 

 

Interest expense:

      

Deposits

      

Demand and savings accounts

     4,733        4,241        4,337   

Time deposits

     1,559        2,483        4,217   

Short-term borrowings

     712        642        674   

Long-term debt

     1,906        2,147        2,378   
  

 

 

 

Total interest expense

     8,910        9,513        11,606   
  

 

 

 

Net interest income

     93,872        83,376        75,476   

Loan loss provision

     (3,064     (2,716     (1,519
  

 

 

 

Net interest income after loan loss provision

     96,936        86,092        76,995   

Noninterest income:

      

Mortgage banking income

     70,190        31,135        23,968   

Service charges on deposit accounts

     7,389        7,333        6,924   

ATM and interchange fees

     6,536        5,633        5,234   

Investment services income

     3,260        3,520        3,411   

Bargain purchase gain

     2,794                 

Gain on sale of securities (see Note 24)

     1,844        2,000        34   

Net (loss) gain on sales or write-downs of foreclosed assets

     (317     132        225   

Other

     684        1,049        1,590   
  

 

 

 

Total noninterest income

     92,380        50,802        41,386   

Noninterest expenses:

      

Salaries, commissions and employee benefits

     84,214        63,863        54,401   

Occupancy and fixed asset expense

     10,777        9,421        8,832   

Legal and professional fees

     3,355        3,175        2,435   

Merger and conversion expenses

     3,543                 

Data processing expense

     2,053        2,430        2,826   

Amortization of core deposit intangibles

     1,731        1,613        1,726   

Amortization of mortgage servicing rights

     2,795        397          

Regulatory fees and deposit insurance assessments

     2,190        1,938        2,150   

Foreclosed assets expense

     643        1,121        1,946   

Software license and maintenance fees

     1,986        1,416        1,808   

Advertising

     7,866        2,873        1,390   

Other

     17,339        13,916        12,070   
  

 

 

 

Total noninterest expense

     138,492        102,163        89,584   
  

 

 

 

Net income before income taxes

     50,824        34,731        28,797   

State income tax expense

     2,968        2,269        1,894   
  

 

 

 

Net income

   $ 47,856      $ 32,462      $ 26,903   
  

 

 

 

Weighted average number of shares outstanding:

      

Basic

     17,180,000        17,180,000        17,180,000   

Fully diluted

     17,180,000        17,180,000        17,180,000   

Earnings per share

      

Basic

   $ 2.79      $ 1.89      $ 1.57   

Fully diluted

   $ 2.79      $ 1.89      $ 1.57   

 

 

See accompanying notes to consolidated financial statements.

 

F-42


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Consolidated statements of comprehensive income

For years ended December 31, 2015, 2014 and 2013

(Amounts are in thousands)

 

      Years Ended December 31,  
      2015     2014     2013  

Net income

   $ 47,856      $ 32,462      $ 26,903   

Other comprehensive income (loss), net of tax:

      

Net change in unrealized (loss) gain in available-for-sale securities, net of tax of $(71), $802 and ($1,620)

     (1,057     11,549        (23,296

Reclassification adjustment for gain on sale of securities included in net income, net of tax expense of $91, $130 and $2

     (1,753     (1,870     (32
  

 

 

 

Comprehensive income

   $ 45,046      $ 42,141      $ 3,575   

 

 

 

See accompanying notes to consolidated financial statements.

 

F-43


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Consolidated statements of changes in shareholder’s equity

For years ended December 31, 2015, 2014 and 2013

(Amounts are in thousands except per share information)

 

     

Common

stock

    

Additional

paid-in

capital

    

Retained

earnings

   

Accumulated

other

comprehensive

income (loss)

   

Total

shareholder’s

equity

 

Balance January 1, 2013

   $ 17,180       $ 94,544       $ 66,732      $ 18,916      $ 197,372   

Net income

                     26,903               26,903   

Other comprehensive loss net of taxes

                            (23,328     (23,328

Dividends declared ($0.66 per share)

                     (11,260            (11,260
  

 

 

 

Balance December 31, 2013

     17,180         94,544         82,375        (4,412     189,687   

Net income

                     32,462               32,462   

Other comprehensive income, net of taxes

                            9,679        9,679   

Dividends declared ($0.97 per share)

                     (16,600            (16,600
  

 

 

 

Balance December 31, 2014

     17,180         94,544         98,237        5,267        215,228   

Net income

                     47,856               47,856   

Other comprehensive loss, net of taxes

                            (2,810     (2,810

Dividends declared ($1.37 per share)

                     (23,600            (23,600
  

 

 

 

Balance December 31, 2015

   $ 17,180       $ 94,544       $ 122,493      $ 2,457      $ 236,674   

 

 

See accompanying notes to consolidated financial statements.

 

F-44


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Consolidated statements of cash flows

December 31, 2015, 2014 and 2013

(Amounts are in thousands)

 

      Years Ended December 31,  
      2015     2014     2013  

Cash flows from operating activities:

      

Net income

   $ 47,856      $ 32,462      $ 26,903   

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

      

Depreciation expense

     3,283        3,099        2,936   

Amortization of core deposit intangibles

     1,731        1,613        1,726   

Amortization of mortgage servicing rights

     2,601        397          

Impairment of mortgage servicing rights

     194                 

Loan loss provision

     (3,064     (2,716     (1,519

Provision for mortgage loan repurchases

     1,375        161        327   

Accretion of discounts and amortization of premiums on securities, net

     1,474        1,387        3,012   

Gain on sales of securities (see Note 24)

     (1,844     (2,000     (34

Origination of loans held for sale

     (2,757,463     (1,156,187     (829,911

Origination of mortgage servicing rights

     (26,474     (6,429       

Proceeds from sale of loans held for sale

     2,739,914        1,047,907        876,834   

Gain on sale and change in fair value of loans held for sale

     (65,947     (30,617     (22,035

Bargain purchase gain

     (2,794              

Net loss (gain) on sales or write-downs of foreclosed assets

     317        (132     (225

Loss on sales of premises and equipment

     13        19        67   

Provision for deferred income tax

     1,647        842        351   

Changes in:

      

Other assets and interest receivable

     (1,301     (5,498     4,178   

Accrued expenses and other liabilities

     13,200        10,085        (1,649
  

 

 

 

Net cash (used in) provided by operating activities

     (45,282     (105,607     60,961   

Cash flows from investing activities:

      

Activity in available-for-sale securities:

      

Sales

     194,611        68,900        108   

Maturities, prepayments and calls

     103,233        84,386        157,521   

Purchases

     (164,864     (109,709     (125,032

Net increase in loans

     (207,163     (73,111     (105,341

Purchases of premises and equipment

     (5,918     (5,424     (5,910

Purchase of FHLB stock

                   (629

Proceeds from the sale of foreclosed assets

     3,774        4,738        5,049   

Proceeds from the sale of premises and equipment

     17        607        32   

Net cash received in business combination (See Note 2)

     23,995                 
  

 

 

 

Net cash used in investing activities

     (52,315     (29,613     (74,202

Cash flows from financing activities:

      

Net increase in demand and savings deposits

     306,360        165,119        69,893   

Net decrease in time deposits

     (37,671     (45,117     (87,071

Net (decrease) increase in short-term borrowings

     (89,739     15,436        54,946   

Payments on long-term debt

     (8,234     (3,011     (4,490

Dividends paid

     (25,350     (14,850     (11,260
  

 

 

 

Net cash provided by financing activities

     145,366        117,577        22,018   
  

 

 

 

Net change in cash and cash equivalents

     47,769        (17,643     8,777   

Cash and cash equivalents at beginning of the year

     49,954        67,597        58,820   
  

 

 

 

Cash and cash equivalents at end of the year

   $ 97,723      $ 49,954      $ 67,597   
  

 

 

 

Supplemental cash flow information:

      

Interest paid

   $ 8,985      $ 9,725      $ 12,161   

Taxes paid

     1,754        1,513        1,177   

Supplemental noncash disclosures:

      

Transfers from loans to foreclosed assets

   $ 4,085      $ 4,308      $ 3,891   

Dividends declared not paid

            1,750          

Transfers from foreclosed assets to loans

     785        1,239        1,043   

Transfers from loans held for sale to loans

     5,045        5,053        3,849   

 

 

See accompanying notes to consolidated financial statements.

 

F-45


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

December 31, 2015, 2014 and 2013

(Dollar Amounts in thousands)

Note (1)—Summary of significant accounting policies:

(A) Organization:

Effective March 8, 2016, the company formerly known as First South Bancorp, Inc. legally changed its name to FB Financial Corporation.

FB Financial Corporation (the “Company”), a bank holding company, and its wholly owned subsidiary, FirstBank (the “Bank”), are engaged in the business of banking and provide a full range of financial services to individual, corporate and public customers principally in Brentwood, Camden, Chattanooga, Crossville, Dayton, Dickson, Fairview, Fayetteville, Franklin, Goodlettsville, Hollow Rock, Huntingdon, Jackson, Knoxville, Lexington, Linden, Memphis, Mount Juliet, Murfreesboro, Nashville, Paris, Parsons, Scotts Hill, Shelbyville, Smithville, Smyrna, Waverly, and Woodbury, Tennessee, and the unincorporated areas of Bedford, Benton, Cannon, Carroll, Cumberland, Davidson, DeKalb, Decatur, Dickson, Hamilton, Henderson, Henry, Humphreys, Knox, Lincoln, Madison, Rhea, Rutherford, Shelby, Williamson and Wilson counties of Tennessee. The Bank also has a full service branch in Huntsville, Alabama to service customers in Huntsville and Madison County, Alabama and a loan origination office in Florence, Alabama to serve customers in Florence and Lauderdale County.

On September 18, 2015, the Company completed its acquisition of Northwest Georgia Bank (“NWGB”). This added locations in Ringgold, Georgia and Catoosa County, Georgia and additional locations in Chattanooga, Tennessee. The financial condition and results of operation for NWGB are included in the Company’s consolidated financial statements since the date of acquisition. See Note 2, “Acquisition of Northwest Georgia Bank” in the notes to the consolidated financial statements for further details regarding the terms and conditions of the Company’s acquisition of NWGB.

The Bank operates mortgage loan production offices for originations that are primarily sold in the secondary market. The Bank has loan origination specialists in various locations in Alabama, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Washington and Wisconsin. Additionally, the Bank operates a wholesale mortgage operation based in South Carolina and an online mortgage origination platform through offices in Charlotte, North Carolina servicing customers throughout the United States.

The Bank is subject to competition from other financial services companies and financial institutions. The Company and the Bank are also subject to the regulations of certain federal and state agencies and undergo periodic examinations by those regulatory authorities.

(B) Basis of presentation:

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and general banking industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported results of operations for the year then ended.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, and the determination of the fair value of financial instruments and mortgage servicing rights. In connection with the determination of the estimated fair value of foreclosed real estate and impaired loans, management obtains independent appraisals for significant properties.

The consolidated financial statements include the accounts of the Company, the Bank, and its’ wholly owned subsidiaries, FirstBank Insurance, Inc., First Holdings, Inc., RE Holdings, Inc., and Investors Title Company. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or shareholder’s equity.

(C) Cash flows:

For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and interest earning deposits in other financial institutions with maturities of less than 90 days at the date of purchase. These amounts are reported in the consolidated balance sheets caption “Cash and cash equivalents.” Net cash flows are reported for loan, deposit, repurchase agreements, and federal funds sold, and short-term borrowings.

(D) Cash and cash equivalents:

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents.

(E) Investment securities:

Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Equity securities with readily determinable fair values are classified as available-for-sale. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income (loss), net of applicable taxes.

Interest income includes the amortization and accretion of purchase premium and discount. Premiums and discounts on securities are amortized on the level-yield method anticipating prepayments based upon the prior three month average monthly prepayments when available. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

The Company evaluates securities for other-than-temporary impairment (OTTI) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. For securities in an unrealized loss position, consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, the Company considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

When OTTI is determined to have occurred, the amount of the OTTI recognized in earnings depends on whether we intend to sell the security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If we intend to sell the security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the OTTI recognized in earnings is equal to the entire difference between its amortized cost basis and its fair value at the date it was determined to be OTTI. If we do not intend to sell the security and it is not more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the OTTI is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized as a charge to earnings. The amount of the OTTI related to other factors is recognized in other comprehensive income (loss), net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

The Company recorded no OTTI for the years ended December 31, 2015, 2014 and 2013.

(F) Loans held for sale:

Loans originated and intended for sale in the secondary market, primarily mortgage loans, are carried at fair value as permitted under the guidance in ASC 825, “Financial Instruments” (“ASC 825”). Net gains of $2,257, $5,095 and $1,593 resulting from fair value changes of these mortgage loans were recorded in income during 2015, 2014 and 2013, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both mortgage loans held for sale and the related derivative instruments are recorded in “Mortgage banking income” in the Consolidated Statements of Income. Gains and losses are recognized as a charge to income at the time the loan is closed. These gains and losses are classified under the line item “Mortgage banking income” on the Consolidated Statements of Income. Pass through origination costs and related loan fees are also included in “Mortgage banking income”. Periodically, the Bank will transfer mortgage loans originated for sale in the secondary markets into the loan portfolio based on the overall secondary marketability of the loan based on current market conditions and the status of the loan. During 2015, 2014 and 2013, the Bank transferred approximately $5.0 million, $5.1 million and $3.8 million, respectively, of residential mortgage loans into its portfolio. The loans are transferred into the portfolio at fair value at the date of transfer.

(G) Loans:

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are stated at the principal amount outstanding. Interest on loans is recognized as income by using the simple interest method on daily balances of the principal amount outstanding.

Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. Accrual of interest is discontinued on loans past due 90 days or more unless the credit is well secured and in the process of collection. Also, a loan may be placed on nonaccrual status prior to becoming past due 90 days if management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of principal or interest is doubtful. The decision to place a loan on nonaccrual status prior to becoming past due 90 days is based on an evaluation of the borrower’s financial condition, collateral liquidation value, economic and business conditions and other factors that affect

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

the borrower’s ability to pay. When a loan is placed on nonaccrual status, the accrued but unpaid interest is charged against current period operations. Thereafter, interest on nonaccrual loans is recognized only as received if future collection of principal is probable. If the collectability of outstanding principal is doubtful, interest received is applied as a reduction of principal. A loan may be restored to accrual status when principal and interest are no longer past due or it otherwise becomes both well secured and collectability is reasonably assured.

(H) Allowance for loan losses:

The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

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

Commercial and commercial real estate loans over $250 are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer, residential real estate loans, commercial and commercial real estate loans less than $250 are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures.

Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (TDRs) and classified as impaired. TDRs are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral.

The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent 5 years. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.

 

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Index to Financial Statements

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Notes to consolidated financial statements

 

The following portfolio segments have been identified:

Commercial and industrial loans.    The Company provides a mix of variable and fixed rate commercial and industrial loans. Commercial and industrial loans are typically made to small- and medium-sized manufacturing, wholesale, retail and service businesses for working capital and operating needs and business expansions, including the purchase of capital equipment. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. The loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and/or personal guarantees. The ability of the borrower to collect accounts receivable, and to turn inventory into sales are risk factors in the repayment of the loan.

Construction and land development loans.    Construction and land development loans can carry risk of repayment when projects incur cost overruns, have an increase in the price of building materials, encounter zoning and environmental issues, or encounter other factors that may affect the completion of a project on time and on budget. Additionally, repayment risk may be negatively impacted when the market experiences a deterioration in the value of real estate.

Residential real estate 1-4 family mortgage loans.    The Company’s residential real estate mortgage loans are primarily made with respect to and secured by single family homes, which are both owner-occupied and investor owned. First lien residential 1-4 family mortgages may be affected by unemployment or underemployment and deteriorating market values of real estate.

Residential line of credit loans.    The Company’s residential line of credit loans are primarily revolving, open-end lines of credit secured by 1-4 residential properties. Second lien residential 1-4 family mortgages may be affected by unemployment or underemployment and deteriorating market values of real estate.

Multi-family residential loans.    The Company’s multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. These loans may be affected by unemployment or underemployment and deteriorating market values of real estate.

Commercial real estate loans.    The Company’s commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, hotels, mixed-use residential/commercial, retail centers, multifamily properties, restaurants, churches, assisted living facilities and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower, and hence are dependent on the success of the underlying business for repayment and are more exposed to general economic conditions.

Commercial real estate non-owner occupied loans.    The Company’s commercial real estate non-owner occupied loans include loans to finance commercial real estate non-owner occupied investment properties for various purposes including use as offices, warehouses, production facilities, health care facilities, hotels, mixed-use residential/commercial, retail centers, multifamily properties, restaurants, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale of the completed property or rental proceeds from such property, and are therefore more sensitive to adverse conditions in the real estate market, which can also affected by general economic conditions.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Consumer and other loans.    The Company’s consumer and other loans include loans to individuals for household, family and other personal expenditures that are not secured by real estate. Consumer loans are generally secured by vehicles and other household goods. The collateral securing consumer loans may depreciate over time. The company seeks to minimize these risks through its underwriting standards. Other loans also include loans to states and political subdivisions in the U.S. These loans are generally subject to the risk that the borrowing municipality or political subdivision may lose a significant portion of its tax base or that the project for which the loan was made may produce inadequate revenue.

(I) Business combinations, accounting for acquired loans and related assets:

Business combinations are accounted for by applying the acquisition method in accordance with ASC 805, “Business Combinations” (“ASC 805”). Under the acquisition method, identifiable assets acquired and liabilities assumed and any non-controlling interest in the acquiree at the acquisition date are measured at their fair values as of that date. Any excess of the purchase price over fair value of net assets acquired is recorded as goodwill. To the extent the fair value of net assets acquired, including any other identifiable intangible assets, exceed the purchase price, a bargain purchase gain is recognized. Results of operations of the acquired entities are included in the Consolidated Statements of Income from the date of acquisition.

Loans acquired in business combinations with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit-impaired. Acquired credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality, in accordance with ASC 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“ASC 310-30”), and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loans. Increases in expected cash flows to be collected on these loans are recognized as an adjustment of the loan’s yield over its remaining life, while decreases in expected cash flows are recognized as an impairment. As a result, related discounts are recognized subsequently through accretion based on the expected cash flow of the acquired loans.

(J) Premises and equipment:

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Provisions for depreciation are computed principally on the straight-line method and are charged to occupancy expense over the estimated useful lives of the assets. Maintenance agreements are amortized to expense over the period of time covered by the agreement. Costs of major additions, replacements or improvements are capitalized while expenditures for maintenance and repairs are charged to expense as incurred.

For financial statement purposes, the estimated useful life for premises is forty years, for furniture and fixtures the estimated useful life is seven to ten years, for leasehold improvements the estimated useful life is the lesser of twenty years or the term of the lease and for equipment the estimated useful life is three to seven years.

(K) Foreclosed real estate:

Real estate acquired through, or in lieu of, loan foreclosure is initially recorded at fair value less the estimated cost to sell at the date of foreclosure which may establish a new cost basis. After foreclosure, valuations are periodically performed by management and the asset is carried at the lower of carrying amount or fair value less costs to sell. Revenue and expenses from operations are included in other noninterest income and noninterest expenses. Losses due to the valuation of the property are included in loss on sales or write-downs of foreclosed assets.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

(L) Mortgage servicing rights:

The Company began retaining the right to service certain mortgage loans in 2014 that it sells to secondary market investors. The retained mortgage servicing right is initially recorded at the fair value of future net cash flows expected to be realized for performing servicing activities. These mortgage servicing rights are recognized as a separate asset on the date the corresponding mortgage loan is sold.

Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income. These servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, prepayment speeds, market discount rates, servicing costs, and other factors. Mortgage servicing rights were carried at amortized cost less the reserve for impairment at December 31, 2015 and 2014. Impairment losses on mortgage servicing rights are recognized to the extent by which the unamortized cost exceeds fair value. Impairment losses on mortgage servicing rights of $194 and $-0- were recognized in earnings during the years ended December 31, 2015 and 2014, respectively.

(M) Transfers of financial assets:

Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

(N) Goodwill and other intangibles:

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill impairment testing is performed annually or more frequently if events or circumstances indicate possible impairment. Goodwill is assigned to the Company’s reporting units, which are determined based on geography and may include one or more individual branches. Fair values of reporting units are determined using either discounted cash flow analyses based on internal financial forecasts or, if available, market-based valuation multiples for comparable businesses. If the estimated implied fair value of goodwill is less than the carrying amount, an impairment loss would be recognized as noninterest expense to reduce the carrying amount to the estimated implied fair value which could be material to our operating results for any particular reporting period. Through the annual assessment for impairment, performed as of December 31, no impairment was identified as a result of the testing performed during 2015, 2014 and 2013.

Other intangible assets consist of core deposit intangible assets arising from whole bank and branch acquisitions. They are initially measured at fair value and then amortized on a straight-line method over their estimated useful lives.

(O) Income taxes:

The Company has elected to be taxed under the provisions of subchapter S of the Internal Revenue Code. Under these provisions, the Company does not pay corporate federal income taxes on its taxable income. Instead, the shareholder is liable for individual income taxes on the Company’s taxable income. The Company is liable for

 

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FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Tennessee corporate income taxes. The Company and the Bank file consolidated federal and state income tax returns. Income tax expense is the total of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Company’s policy is to recognize interest and penalties on uncertain tax positions in “Provision for income taxes” in the Consolidated Statements of Income. There were no amounts related to interest and penalties recognized for the years ended December 31, 2015, 2014 and 2013.

(P) Long-lived assets:

Premises and equipment, core deposit intangible assets, and other long-lived assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value. No long-lived assets were deemed to be impaired at December 31, 2015, 2014 and 2013.

(Q) Off-balance sheet financial instruments:

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded, unless considered derivatives.

(R) Derivative financial instruments:

All derivative financial instruments are recorded at their fair values in other assets or other liabilities in the consolidated balance sheets. If derivative financial instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings. If derivative financial instruments are not designated as hedges, only the change in the fair value of the derivative instrument is included in current earnings.

(S) Rate-lock commitments and forward loan sale contracts:

The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Rate-lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value in other assets or liabilities, with changes in fair value recorded in the line item “Mortgage banking income” on the Consolidated Statements of Income. Fair value is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The Company utilizes forward loan sale contracts and forward sales of residential mortgage-backed securities to mitigate the interest rate risk inherent in the Company’s mortgage loan pipeline and held-for-sale portfolio. Forward sale contracts are contracts for delayed delivery of mortgage loans or a group of loans pooled as mortgage-backed securities. The Company agrees to deliver on a specified future date, a specified instrument, at a specified price or yield. However, the contract may allow for cash settlement. The credit risk inherent to the Company arises from the potential inability of counterparties to meet the terms of their contracts. In the event of non-acceptance by the counterparty, the Company would be subject to the credit and inherent (or market) risk of the loans retained. Such contracts are accounted for as derivatives and, along with related fees paid to investor are recorded at fair value in derivative assets or liabilities, with changes in fair value recorded in the line item “Mortgage banking income” on the Consolidated Statements of Income. Fair value is based on the estimated amounts that the Company would receive or pay to terminate the commitment at the reporting date.

The Company utilizes two methods to deliver mortgage loans sold to an investor. Under a “best efforts” sales agreement, the Company enters into a sales agreement with an investor in the secondary market to sell the loan when an interest rate-lock commitment is entered into with a customer, as described above. Under a “best efforts” sales agreement, the Company is obligated to sell the mortgage loan to the investor only if the loan is closed and funded. Thus, the Company will not incur any liability to an investor if the mortgage loan commitment in the pipeline fails to close. The Company also utilizes “mandatory delivery” sales agreements. Under a mandatory delivery sales agreement, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor should the Company fail to satisfy the contract. Mandatory commitments are recorded at fair value in the Company’s Consolidated Balance Sheets. Gains and losses arising from changes in the valuation of these commitments are recognized currently in earnings and are reflected under the line item “Other noninterest income” on the Consolidated Statements of Income.

(T) Comprehensive income (loss):

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on available-for-sale securities, net of taxes.

(U) Loss contingencies:

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the financial statements.

(V) Securities sold under agreements to repurchase:

The Company routinely sells securities to certain customers and then repurchases the securities the next business day. Securities sold under agreements to repurchase are reflected in the consolidated balance sheets at the amount of cash received in connection with each transaction. These are secured liabilities and are not covered by the Federal Deposit Insurance Corporation.

(W) Advertising expense:

Advertising costs, including costs related to internet mortgage marketing and related costs, are expensed as incurred. For the years ended December 31, 2015, 2014 and 2013, advertising costs were $7,866, $2,873 and $1,390, respectively.

 

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Notes to consolidated financial statements

 

(X) Earnings per common share:

Basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding for the period. There were no dilutive instruments outstanding during the years of 2015, 2014 and 2013; therefore, diluted net income per common share is the same as basic net income per share.

(Y) Segment reporting:

The Company’s Mortgage Banking division represents a distinct reportable segment which differs from the Company’s primary business of Community Banking. Accordingly, a reconciliation of reportable segment revenues, expenses and profit to the Company’s consolidated total has been presented in Note 21.

(Z) Recent Accounting Pronouncements

In January 2014, the FASB issued ASU 2014-04, “Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force).” The ASU clarifies that a creditor is considered to have received physical possession, resulting from an in substance repossession or foreclosure, of residential real estate property collateralizing a consumer mortgage loan upon the occurrence of either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The ASU became effective for fiscal years and interim periods beginning after December 15, 2014. The adoption of this ASU did not have a significant impact on the Company’s financial position, results of operations, or EPS.

In May 2014, the FASB issued an update to ASU No. 2014-09, “Revenue from Contracts with Customers” (FASB Topic 606). The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides steps to follow to achieve the core principle. An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The amendments in this update are effective for interim and annual reporting periods beginning after December 15, 2017. Adoption of this ASU will not have a significant impact on the Company’s financial position, results of operation, or EPS.

In June 2014, the FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.” The ASU changes the accounting for repurchase-to-maturity transactions from sale to secured borrowing accounting. Also, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. Additional disclosures are required for all types of repurchase agreements. The ASU

 

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became effective for fiscal years and interim periods beginning after December 15, 2014. Adoption of the ASU did not have a significant impact on the Company’s financial position, results of operations, or EPS.

In August 2014, the FASB issued ASU 2014-14, “Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force).” The ASU requires that a guaranteed mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met. Upon foreclosure, the separate other receivable should be measured based on the guaranteed amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The ASU became effective for fiscal years and interim periods beginning after December 15, 2014. Adoption of the ASU did not have a significant impact on the Company’s financial position, results of operations, or EPS.

In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” The update requires acquirers to adjust provisional amounts identified during the measurement period in the reporting period in which the adjustments are determined, rather than retrospectively adjusting previously reported information. Additional disclosure of the impact of measurement period adjustments on current year earnings will also be required. For public business entities, the amendments of this update are effective for interim and annual periods beginning after December 15, 2015. The Company has elected to early adopt this ASU for the year ended December 31, 2015. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operation, or EPS.

In January 2016, the FASB released ASU 2016-01, “Recognition and Measurement of Financial Assets and Liabilities.” The main provisions of the update are to eliminate the available for sale classification of accounting for equity securities and adjust the fair value disclosures for financial instruments carried at amortized costs such that the disclosed fair values represent an exit price as opposed to an entry price. The provisions of this update will require that equity securities be carried at fair market value on the balance sheet and any periodic changes in value will be adjustments to the income statement. A practical expedient is provided for equity securities without a readily determinable fair value such that these securities can be carried at cost less any impairment. The provisions of this update become effective for interim and annual periods beginning after December 15, 2017. Management does not expect the requirements of this update to have a significant impact on the Company’s financial position, results of operation, or EPS.

In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, “Leases (Topic 842).” The update will requires lessees to recognize right-of-use assets and lease liabilities for all leases not considered short term leases. The provisions of the update also include (a) defining direct costs to only include those incremental costs that would not have been incurred if the lease had not been entered into, (b) circumstances under which the transfer contract in a sale-leaseback transaction should be accounted for as the sale of an asset by the seller-lessee and the purchase of an asset by the buyer-lessor, and (c) additional disclosure requirements. The provisions of this update are expected to become effective in 2019. Management is currently evaluating the potential impact of this update, but does not expect the requirements to have a significant impact on the Company’s financial position, results of operation, or EPS.

Note (2)—Acquisition of Northwest Georgia Bank

On September 18, 2015, the Company completed its acquisition of Northwest Georgia Bank (NWGB), a bank headquartered in Ringgold, Georgia, pursuant to that certain Agreement and Plan of Merger dated April 27, 2015 by and between the Bank and NWGB. Pursuant to the Agreement and Plan of Merger, NWGB was merged

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

with and into the Bank, with the Bank as the surviving entity. Prior to the acquisition, NWGB operated six banking locations in Georgia and Tennessee. The acquisition of NWGB allowed the Company to further its strategic initiatives by expanding its geographic footprint into certain markets of Georgia and Tennessee. The Company acquired NWGB in a $1,500 cash purchase.

The Company recorded a bargain purchase gain of $2,793 and a core deposit intangible asset of $4,931. The fair value of the core deposit intangible is being amortized on a straight-line basis over the estimated useful life, currently expected to be approximately 10 years.

For income tax purposes, the acquisition of NWGB was treated as an asset purchase. As an asset purchase for income tax purposes, the carrying value of assets and liabilities for NWGB are the same for both financial reporting and income tax purposes; therefore, no deferred taxes were recorded at the date of acquisition except for $191 deferred tax liability recorded for the bargain purchase gain. Additionally, this treatment allows for the deductibility for income tax purposes for the core deposit intangible recorded for the NWGB merger over 15 years, net of the bargain purchase gain.

In connection with the transaction, the Company incurred $3,543 in merger and conversion costs. The Company’s planned conversion of its core operating system to Jack Henry Silverlake platform resulted in a termination fee to be paid to its current provider of approximately $2.2 million, which is included in merger and conversion expense for the year ended December 31, 2015 and paid subsequent to year end.

The following table summarizes the final allocation of purchase price to assets and liabilities acquired in connection with the merger with NWGB based on estimated fair value on September 18, 2015.

 

(Dollar amounts in thousands)               

Final Allocation of Purchase Price for Northwest Georgia Bank:

    

Total cash purchase price

     $ 1,500   

Net assets acquired:

    

Stockholders’ equity at September 18, 2015

   $ 6,478     

Increase (decrease) to net assets as a result of fair value adjustments to assets acquired and liabilities assumed:

    

Securities

     535     

Loans, net of the reversal of NWGB’s allowance for loan losses of $4,383

     (8,024  

Premises and equipment

     3,731     

Core deposits intangible

     4,931     

Foreclosed real estate

     (1,922  

Other assets

     (264  

Deposits

     (302  

FHLB funds purchased

     (378  

Other liabilities

     (491  
  

 

 

   

Total net fair value adjustments

       4,294   

Bargain purchase gain(1)

     $ 2,794   

 

 

 

(1)   The bargain purchase gain resulting from the merger has been recognized in the Community Banking operating segment.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following table summarizes the estimated fair value of assets acquired and liabilities assumed at acquisition date in connection with the merger with NWGB.

 

Cash and cash equivalents

   $ 25,495   

Securities available-for-sale

     134,278   

Loans

     78,565   

Premises and equipment

     15,343   

Intangible assets

     4,931   

Foreclosed real estate

     5,002   

Other assets

     8,735   
  

 

 

 

Total assets

   $ 272,349   
  

 

 

 

Deposits

   $ 246,216   

Borrowings

     20,378   

Other liabilities

     1,461   
  

 

 

 

Total liabilities

   $ 268,055   
  

 

 

 

Purchase price

     1,500   
  

 

 

 

Bargain purchase gain

   $ 2,794   

 

 

The following table presents the fair value of loans acquired from NWGB as of the September 18, 2015 acquisition date:

 

At acquisition date:    September 18, 2015  

Contractually-required principal and interest

   $ 91,079   

Nonaccretable difference

     (8,578
  

 

 

 

Cash flows expected to be collected

     82,501   

Accretable yield

     (3,936
  

 

 

 

Fair value

   $ 78,565   

 

 

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the year ended December 31, 2015 and 2014 of the Company as though the merger with NWGB had been completed as of January 1, 2014. The unaudited estimated pro forma information combines the historical results of NWGB with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2014. The pro forma information does not include the effect of any cost-saving or revenue-enhancing strategies. The bargain purchase gain and merger expenses are reflected in the period in which they were incurred.

 

      Years Ended December 31,  
                  2015                 2014  

Interest income

   $ 108,857      $ 104,055   

Interest expense

     9,631        10,663   
  

 

 

 

Net interest income

     99,226        93,392   

Provision for loan losses

     (3,064     (2,404

Noninterest income

     91,776        54,131   

Noninterest expense

     145,060        117,473   
  

 

 

 

Income before income taxes

     49,006        32,454   

Income taxes

     2,964        2,296   
  

 

 

 

Net income

   $ 46,042      $ 30,158   

Earnings per share

    

Basic

   $ 2.68      $ 1.76   

Diluted

   $ 2.68      $ 1.76   

 

 

As noted in Note 1, the Company elected to early adopt ASU 2015-16, “Simplifying the Accounting for Measurement Period Adjustments” as of December 31, 2015. As such, the measurement period is closed.

Note (3)—Cash and cash equivalents concentrations:

As of December 31, 2015, 2014 and 2013, the Bank and its subsidiaries had concentrations of credit risk with financial institutions in the form of correspondent bank accounts which are included in cash and cash equivalents and interest bearing deposits. Correspondent bank balances are maintained for check clearing and other services.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The Bank had amounts due from their correspondent institutions at December 31, 2015, 2014 and 2013, as follows (in thousands):

 

      Years Ended December 31,  
      2015      2014      2013  

First Tennessee Bank, N.A.

   $ 32,497       $ 26,968       $ 26,126   

Federal Reserve Bank

     20,460         778         17,799   

Federal Home Loan Bank of Cincinnati

     3,368         1,743         3,511   

JP Morgan Chase

     4,596         1,799         1,709   

Fifth Third Bank

     879                   

Compass Bank

     684         261         1,002   

Zions Bank

     500         300         300   

Columbus Bank and Trust

     444                   

SunTrust Bank

     232         252         254   

PNC Bank

     219         221         224   

Servis FirstBank

     250         250           

First National Bankers’ Bank

     200         200         200   
  

 

 

 

Total

   $ 64,329       $ 32,772       $ 51,125   

 

 

Interest is earned on balances at the Federal Reserve Bank and at the Federal Home Loan Bank.

Note (4)—Investment securities:

The amortized cost of securities and their fair values at December 31, 2015, 2014 and 2013, are as follows (in thousands):

 

December 31, 2015   

Amortized

cost

    

Gross

unrealized

gains

    

Gross

unrealized

losses

   

Fair

value

 

Securities Available-for-Sale

          

Debt Securities

          

U.S. Government agency securities

   $ 34,161       $       $ (353   $ 33,808   

Mortgage-backed securities – residential

     524,141         3,675         (5,443     522,373   

Municipals, tax exempt

     74,945         4,892                79,837   

Treasury securities

     4,507                 (22     4,485   
  

 

 

         

Total debt securities

     637,754         8,567         (5,818     640,503   

Equity securities

     8,971         3         (90     8,884   
  

 

 

         

Total securities available-for-sale

   $ 646,725       $ 8,570       $ (5,908   $ 649,387   

 

 
December 31, 2014                               

Securities Available-for Sale

          

Debt Securities

          

U.S. Government agency securities

   $ 29,149       $       $ (632   $ 28,517   

Mortgage-backed securities – residential

     529,546         5,629         (4,975     530,200   

Municipals, tax exempt

     79,547         5,688         (28     85,207   
  

 

 

 

Total debt securities

     638,242         11,317         (5,635     643,924   

Equity securities

     8,725         13         (61     8,677   
  

 

 

 

Total securities available-for-sale

   $ 646,967       $ 11,330       $ (5,696   $ 652,601   

 

 

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

December 31, 2013   

Amortized

cost

    

Gross

unrealized

gains

    

Gross

unrealized

losses

   

Fair

value

 

Securities Available-for Sale

          

Debt Securities

          

U.S. Government agency securities

   $ 29,148       $       $ (1,393   $ 27,755   

Mortgage-backed securities – residential

     579,112         4,486         (11,304     572,294   

Municipals, tax exempt

     73,507         3,403         (269     76,641   

Corporate securities

     165         468                633   
  

 

 

 

Total debt securities

     681,932         8,357         (12,966     677,323   

Equity securities

     8,334         4         (114     8,224   
  

 

 

 

Total securities available-for-sale

   $ 690,266       $ 8,361       $ (13,080   $ 685,547   

 

 

Securities pledged at December 31, 2015, 2014 and 2013 had a carrying amount of $525,253, $588,528 and $512,058, respectively, and were pledged to secure Federal Home Loan Bank advances, a Federal Reserve Bank line of credit, public deposits and repurchase agreements.

The amortized cost and fair value of debt securities by contractual maturity at December 31, 2015, 2014 and 2013, as shown below (in thousands). Maturities may differ from contractual maturities in mortgage-backed securities because the mortgage underlying the security may be called or repaid without any penalties. Therefore, mortgage-backed securities are not included in the maturity categories in the following maturity summary.

 

      2015      2014      2013  
     

Amortized

cost

    

Fair

value

    

Amortized

cost

    

Fair

value

    

Amortized

cost

    

Fair

value

 

Due in one year or less

   $ 6,849       $ 6,886       $ 1,746       $ 1,771       $ 2,225       $ 2,248   

Due in one to five years

     44,108         44,358         29,516         29,141         6,577         7,037   

Due in five to ten years

     29,964         31,927         32,509         33,994         50,845         49,948   

Due in over ten years

     32,692         34,959         44,925         48,818         43,173         45,796   
  

 

 

 
     113,613         118,130         108,696         113,724         102,820         105,029   

Mortgage-backed securities – residential

     524,141         522,373         529,546         530,200         579,112         572,294   
  

 

 

 
   $ 637,754       $ 640,503       $ 638,242       $ 643,924       $ 681,932       $ 677,323   

 

 

Sales of available-for-sale securities were as follows (in thousands):

 

      2015      2014      2013  

Proceeds from sales

   $ 194,611       $ 68,900       $ 108   

Gross realized gains

     1,844         2,000         34   

 

 

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following tables show gross unrealized losses at year end 2015, 2014 and 2013, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

 

      Less than 12 months      12 months or more      Total  
December 31, 2015   

Fair

value

    

Unrealized

loss

    

Fair

value

    

Unrealized

loss

    

Fair

value

    

Unrealized

loss

 

U.S. Government agencies

   $ 15,887       $ 124       $ 17,921       $ 229       $ 33,808       $ 353   

Mortgage-Backed Securities – residential

     219,756         1,778         121,362         3,665         341,118         5,443   

Treasury securities

     4,485         22                         4,485         22   
  

 

 

 

Total Debt

     240,128         1,924         139,283         3,894         379,411         5,818   

Equity securities

                     1,583         90         1,583         90   
   $ 240,128       $ 1,924       $ 140,866       $ 3,984       $ 380,994       $ 5,908   

 

 

 

     Less than 12 months      12 months or more      Total  
December 31, 2014   

Fair

value

    

Unrealized

loss

    

Fair

value

    

Unrealized

loss

    

Fair

value

    

Unrealized

loss

 

U.S. Government agencies

   $       $       $ 28,517       $ 632       $ 28,517       $ 632   

Mortgage-Backed Securities – residential

     25,900         30         188,664         4,945         214,564         4,975   

Municipals tax-exempt

     321         5         1,708         23         2,029         28   
  

 

 

 

Total Debt

     26,221         35         218,889         5,600         245,110         5,635   

Equity securities

     1,536         61                         1,536         61   
  

 

 

 
   $ 27,757       $ 96       $ 218,889       $ 5,600       $ 246,646       $ 5,696   

 

 
December 31, 2013                                

U.S. Government agencies

   $ 24,849       $ 1,150       $ 2,906       $ 243       $ 27,755       $ 1,393   

Mortgage-Backed Securities – residential

     374,796         11,304                         374,796         11,304   

Municipals tax-exempt

     5,548         269                         5,548         269   
  

 

 

 

Total Debt

     405,193         12,723         2,906         243         408,099         12,966   

Equity securities

     8,224         114                         8,224         114   
  

 

 

 
   $ 413,417       $ 12,837       $ 2,906       $ 243       $ 416,323       $ 13,080   

 

 

As of December 31, 2015, 2014 and 2013, the Company’s security portfolio consisted of 274, 260 and 256 securities 64, 32 and 54, of which were in an unrealized loss position, respectively.

As described in Note 1, in analyzing an issuer’s financial condition, the Company considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. The Company recorded no OTTI for the years ended December 31, 2015, 2014 and 2013. For debt securities, the Company currently does not intend to sell those investments with unrealized losses, and it is unlikely that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. For equity securities, the

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Company has evaluated the near-term prospects of the investment in relation to the severity and duration of the impairment and based on that evaluation has the ability and intent to hold these investments until a recovery of fair value.

On June 26, 2014 the Company sold its pooled trust-preferred securities at par to the shareholder (see Note 24). The Company had previously charged $449 to earnings as OTTI. At the time of the sale, the securities had a carrying value of $110. The Company received $1,149 from the sale. Of this amount, $457 was recorded as interest income as the securities had been treated as non-accrual and any payments received had been used to reduce principal. The Company also recognized a gain of $582.

The table below presents a rollforward for the years ended December 31, 2015, 2014 and 2013 of the credit losses recognized in earnings for securities held at period end:

 

      2015      2014     2013  

Beginning balance, January 1

   $       $ 449      $ 449   

Reductions for previous credit losses realized on securities sold during the year

             (449       
  

 

 

 

Ending balance, December 31

   $       $      $ 449   

 

 

Subsequent to December 31, 2015, the Company sold $101,393 of securities available for sale as part of asset liability management and recognized a gain of $1,398.

Note (5)—Loans and allowance for loan losses:

Loans outstanding at December 31, 2015, 2014 and 2013, by major lending classification are as follows (in thousands):

 

      December 31,  
      2015     2014     2013  

Commercial and industrial

   $ 317,038      $ 262,682      $ 251,557   

Construction

     231,025        161,828        112,060   

Residential real estate:

      

1-to-4 family mortgage

     287,749        263,899        251,271   

Residential line of credit

     171,526        159,868        158,111   

Multi-family mortgage

     59,510        52,238        45,497   

Commercial real estate:

      

Owner occupied

     330,207        280,972        262,190   

Non-owner occupied

     237,222        180,929        200,349   

Consumer and other

     67,586        53,480        60,312   
  

 

 

 

Gross loans

     1,701,863        1,415,896        1,341,347   

Less: Allowance for loan losses

     (24,460     (29,030     (32,353
  

 

 

 

Net loans

   $ 1,677,403      $ 1,386,866      $ 1,308,994   

 

 

Nonperforming loans include loans that are no longer accruing interest (non-accrual loans) and loans past due ninety or more days and still accruing interest. Nonperforming loans and impaired loans are defined differently. Some loans may be included in both categories, whereas other loans may only be included in one category.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

As of December 31, 2015, 2014 and 2013, $26,089, $27,799 and $31,355, respectively, of one to four family mortgage loans were pledged to the Federal Home Loan Bank of Cincinnati securing advances against the Bank’s line. As of December 31, 2015, 2014 and 2013, $43,825, $26,458 and $38,804, respectively of multi-family mortgage loans were pledged to the Federal Home Loan Bank of Cincinnati securing advances against the Bank’s line (see Note 13).

As of December 31, 2015, 2014 and 2013, $0, $932,710 and $879,761, respectively, of commercial and industrial, construction, residential real estate, commercial real estate, consumer and other loans were pledged to the Federal Reserve Bank through the Borrower-in-Custody program securing a line of credit of $-0-, $661,726 and $663,195, respectively (see Note 13).

The following provides the allowance for loan losses by portfolio segment and the related investment in loans net of unearned interest for the years ended December 31 (in thousands):

 

2015  

Commercial

and

industrial

    Construction    

Residential

1-to-4

family

mortgage

   

Residential

line of credit

   

Multi-

family

residential

   

Commercial

real estate-

owner

   

Commercial

real estate

– non-

owner

occupied

   

Consumer

and other

    Total  

Beginning balance—December 31, 2014

  $ 6,600      $ 3,721      $ 6,364      $ 2,790      $ 184      $ 6,075      $ 2,641      $ 655      $ 29,030   

Loan loss provision

    (447     36        (1,571     (668     127        (1,014     (319     792        (3,064

Recoveries of loans previously charged-off

    116        1,354        161        286               35        342        544        2,838   

Loans charged off

    (981     (81     (828     (230            (1,062     (54     (1,108     (4,344
 

 

 

 

Ending balance—December 31, 2015

  $ 5,288      $ 5,030      $ 4,126      $ 2,178      $ 311      $ 4,034      $ 2,610      $ 883      $ 24,460   

 

 
2014                                                               

Beginning balance—December 31, 2013

  $ 7,009      $ 5,047      $ 7,300      $ 2,766      $ 336      $ 5,558      $ 3,563      $ 774      $ 32,353   

Loan loss provision

    495        (1,573     328        320        (3,217     1,043        (482     370        (2,716

Recoveries of loans previously charged-off

    610        539        222        166        3,065        162        568        422        5,754   

Loans charged off

    (1,514     (292     (1,486     (462            (688     (1,008     (911     (6,361
 

 

 

 

Ending balance—December 31, 2014

  $ 6,600      $ 3,721      $ 6,364      $ 2,790      $ 184      $ 6,075      $ 2,641      $ 655      $ 29,030   

 

 

 

2013  

Commercial

and

industrial

    Construction    

Residential

1-to-4

family

mortgage

   

Residential

line of credit

   

Multi-

family

residential

   

Commercial

real estate-

owner

   

Commercial

real estate

– non-

owner

occupied

   

Consumer

and other

    Total  

Beginning balance—January 1, 2013

  $ 7,009      $ 4,647      $ 7,738      $ 2,213      $ 2,546      $ 6,258      $ 7,432      $ 695      $ 38,538   

Loan loss provision

    871        (1,110     (135     887        2,026        (887     (3,880     709        (1,519

Recoveries of loans previously charged-off

    252        2,092        80        166               223        25        132        2,970   

Loans charged off

    (1,123     (582     (383     (500     (4,236     (36     (14     (762     (7,636
 

 

 

 

Ending balance—December 31, 2013

  $ 7,009      $ 5,047      $ 7,300      $ 2,766      $ 336      $ 5,558      $ 3,563      $ 774      $ 32,353   

 

 

 

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Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following table provides the year-end allocation of the allowance for loan losses by loan category broken between loans individually evaluated for impairment and loans collectively evaluated for impairment for the years ended December 31 (in thousands):

 

2015  

Commercial

and

industrial

    Construction    

Residential

1-to-4

family

mortgage

   

Residential

line of credit

   

Multi-

family

residential

   

Commercial

real estate

- owner

   

Commercial

real estate

– non-

owner

occupied

   

Consumer

and other

    Total  

Year-end amount of allowance allocated to:

                 

Individually evaluated for impairment

  $ 89      $ 5      $ 66      $      $      $ 38      $ 775      $      $ 973   

Collectively evaluated for impairment

    5,199        5,025        4,060        2,178        311        3,996        1,835        883        23,487   
 

 

 

 

Ending balance—December 31, 2015

  $ 5,288      $ 5,030      $ 4,126      $ 2,178      $ 311      $ 4,034      $ 2,610      $ 883      $ 24,460   

 

 
2014                                                               

Year-end amount of allowance allocated to:

                 

Individually evaluated for impairment

  $ 892      $ 122      $ 458      $      $ 80      $ 373      $ 900      $      $ 2,825   

Collectively evaluated for impairment

    5,708        3,599        5,906        2,790        104        5,702        1,741        655        26,205   
 

 

 

 

Ending balance—December 31, 2014

  $ 6,600      $ 3,721      $ 6,364      $ 2,790      $ 184      $ 6,075      $ 2,641      $ 655      $ 29,030   

 

 
2013                                                               

Year-end amount of allowance allocated to:

                 

Individually evaluated for impairment

  $ 1,258      $ 1,117      $ 1,042      $      $ 197      $ 1,977      $ 928      $      $ 6,519   

Collectively evaluated for impairment

    5,751        3,930        6,258        2,766        139        3,581        2,635        774        25,834   
 

 

 

 

Ending balance—December 31, 2013

  $ 7,009      $ 5,047      $ 7,300      $ 2,766      $ 336      $ 5,558      $ 3,563      $ 774      $ 32,353   

 

 

The following table provides the year-end amount of loans by loan category broken between loans individually evaluated for impairment and loans collectively evaluated for impairment at December 31 (in thousands):

 

2015  

Commercial

and

industrial

    Construction    

Residential

1-to-4

family

mortgage

   

Residential

line of credit

   

Multi-

family

residential

   

Commercial

real estate

- owner

   

Commercial

real estate

– non-

owner

occupied

   

Consumer

and other

    Total  

Loans, net of unearned income

                 

Individually evaluated for impairment

  $ 1,499      $ 2,866      $ 3,686      $      $ 1,074      $ 2,425      $ 4,026      $      $ 15,576   

Collectively evaluated for impairment

    314,665        221,300        281,235        171,526        58,400        322,999        227,205        67,582        1,664,912   

Acquired with deteriorated credit quality

    874        6,859        2,828               36        4,783        5,991        4        21,375   
 

 

 

 

Ending balance December 31, 2015

  $ 317,038      $ 231,025      $ 287,749      $ 171,526      $ 59,510      $ 330,207      $ 237,222      $ 67,586      $ 1,701,863   

 

 

 

F-65


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

2014  

Commercial

and

industrial

    Construction    

Residential

1-to-4

family

mortgage

   

Residential

line of credit

   

Multi-

family

residential

   

Commercial

real estate-

owner

   

Commercial

real estate

– non-

owner

occupied

   

Consumer

and other

    Total  

Loans, net of unearned income

                 

Individually evaluated for impairment

  $ 2,357      $ 6,841      $ 6,632      $      $ 1,165      $ 3,026      $ 3,761      $      $ 23,782   

Collectively evaluated for impairment

    260,325        154,987        257,267        159,868        51,073        277,946        177,168        53,480        1,392,114   
 

 

 

 

Ending balance—December 31, 2014

  $ 262,682      $ 161,828      $ 263,899      $ 159,868      $ 52,238      $ 280,972      $ 180,929      $ 53,480      $ 1,415,896   

 

 
2013                                                               

Loans, net of unearned income

                 

Individually evaluated for impairment

  $ 1,863      $ 7,625      $ 10,087      $      $ 4,202      $ 7,053      $ 16,120      $      $ 46,950   

Collectively evaluated for impairment

    249,694        104,435        241,184        158,111        41,295        255,137        184,229        60,312        1,294,397   
 

 

 

 

Ending balance—December 31, 2013

  $ 251,557      $ 112,060      $ 251,271      $ 158,111      $ 45,497      $ 262,190      $ 200,349      $ 60,312      $ 1,341,347   

 

 

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. The Company uses the following definitions for risk ratings:

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

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

Doubtful.    Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

 

F-66


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following table shows credit quality indicators by portfolio segment at December 31, 2015, 2014 and 2013 (in thousands):

 

December 31, 2015    Pass      Watch      Substandard      Total  

Commercial and industrial

   $ 310,125       $ 1,060       $ 5,853       $ 317,038   

Construction

     219,684         3,238         8,103         231,025   

Residential real estate:

           

1-to-4 family mortgage

     268,046         9,367         10,336         287,749   

Residential line of credit

     165,838         3,069         2,619         171,526   

Multi-family mortgage

     58,234         166         1,110         59,510   

Commercial real estate:

           

Owner occupied

     310,538         9,852         9,817         330,207   

Non-owner occupied

     206,645         20,218         10,359         237,222   

Consumer and other

     66,794         460         332         67,586   
  

 

 

 

Total

   $ 1,605,904       $ 47,430       $ 48,529       $ 1,701,863   

 

 

Loans acquired with deteriorated debt quality of $21,375 are included as substandard in the table above.

 

December 31, 2014    Pass      Watch      Substandard      Total  

Commercial and industrial

   $ 247,483       $ 11,766       $ 3,433       $ 262,682   

Construction

     153,408         551         7,869         161,828   

Residential real estate:

           

1-to-4 family mortgage

     244,107         6,401         13,391         263,899   

Residential line of credit

     153,794         3,791         2,283         159,868   

Multi-family mortgage

     48,072         3,001         1,165         52,238   

Commercial real estate:

           

Owner occupied

     256,015         11,441         13,516         280,972   

Non-owner occupied

     156,658         20,518         3,753         180,929   

Consumer and other

     52,217         703         560         53,480   
  

 

 

 

Total

   $ 1,311,754       $ 58,172       $ 45,970       $ 1,415,896   

 

 

 

December 31, 2013    Pass      Watch      Substandard      Total  

Commercial and industrial

   $ 244,334       $ 4,576       $ 2,647       $ 251,557   

Construction

     98,910         3,097         10,053         112,060   

Residential real estate:

           

1-to-4 family mortgage

     222,275         11,263         17,733         251,271   

Residential line of credit

     148,651         6,190         3,270         158,111   

Multi-family mortgage

     32,460         11,775         1,262         45,497   

Commercial real estate:

           

Owner occupied

     230,748         21,746         9,696         262,190   

Non-owner occupied

     178,812         2,340         19,197         200,349   

Consumer and other

     58,673         898         741         60,312   
  

 

 

 

Total

   $ 1,214,863       $ 61,885       $ 64,599       $ 1,341,347   

 

 

The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $67, $527 and $265 at December 31, 2015, 2014 and 2013, respectively.

 

F-67


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Loans acquired in business combinations that exhibited at the date of acquisition evidence of deterioration of credit quality since origination such that it was probable that all contractually required payments would not be collected are considered to be purchased credit impaired and were as follows:

 

December 31, 2015   

Purchased

Credit Impaired

Loans

 

Commercial and industrial

   $ 874   

Construction

     6,859   

Residential real estate:

  

1-to-4 family mortgage

     2,828   

Residential line of credit

       

Multi-family mortgage

     36   

Commercial real estate:

  

Owner occupied

     4,783   

Non-owner occupied

     5,991   

Consumer and other

     4   
  

 

 

 

Total

   $ 21,375   

 

 

The following table presents the current value of loans determined to be impaired at the time of acquisition:

 

December 31, 2015   

Purchased

Credit Impaired

Loans

 

Contractually-required principal and interest

   $ 31,381   

Nonaccretable difference

     (8,369
  

 

 

 

Cash flows expected to be collected

     23,012   

Accretable yield

     (1,637
  

 

 

 

Current value

   $ 21,375   

 

 

Changes in accretable yield of loans acquired with deteriorated credit quality were as follows:

 

   

Balance at January 1, 2015

   $   

Additions through acquisition

     (1,991

Reclasses to nonaccretable difference

     100   

Accretion

     254   
  

 

 

 

Balance at December 31, 2015

   $ (1,637

 

 

 

F-68


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following tables provide the year-end amount of loans that are past due thirty to eighty-nine days, past due ninety or more days and still accruing interest, loans not accruing interest and loans current on payments accruing interest by category at December 31, 2015, 2014 and 2013 (in thousands):

 

Loans, net of unearned income   

30-89 days

past due

    

90 days or more

and accruing

interest

    

Non-accrual

loans

    

Loans

current

on payments

and accruing

interest

     Total  

Commercial and industrial

   $ 283       $ 103       $ 1,659       $ 314,119       $ 316,164   

Construction

     81         33         272         223,780         224,166   

Residential real estate:

              

1-to-4 family mortgage

     2,798         268         2,124         279,731         284,921   

Residential line of credit

     1,053         323         1,114         169,036         171,526   

Multi-family mortgage

                             59,474         59,474   

Commercial real estate

              

Owner occupied

     382                 1,848         323,194         325,424   

Non-owner occupied

     60                 3,638         227,533         231,231   

Consumer and other

     331         160         45         67,046         67,582   
  

 

 

 

Balance—December 31, 2015

   $ 4,988       $ 887       $ 10,700       $ 1,663,913       $ 1,680,488   

 

 

Loans acquired with deteriorated credit quality amounting to $21,375 have been excluded from the table above in accordance with ASC-310-10-50, Receivables-Overall-Disclosure.

 

Loans, net of unearned income   

30-89 days

past due

    

90 days or more

and accruing

interest

    

Non-accrual

loans

    

Loans

current

on payments

and accruing

interest

     Total  

Commercial and industrial

   $ 158       $ 119       $ 2,095       $ 260,310       $ 262,682   

Construction

     953         222         2,920         157,733         161,828   

Residential real estate:

              

1-to-4 family mortgage

     2,718         1,107         2,915         257,159         263,899   

Residential line of credit

     718         276         887         157,987         159,868   

Multi-family mortgage

                     1,165         51,073         52,238   

Commercial real estate:

              

Owner occupied

     1,113         9         2,519         277,331         280,972   

Non-owner occupied

             62         2,765         178,102         180,929   

Consumer and other

     348         68         74         52,990         53,480   
  

 

 

 

Balance—December 31, 2014

   $ 6,008       $ 1,863       $ 15,340       $ 1,392,685       $ 1,415,896   

 

 

 

F-69


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Loans, net of unearned income   

30-89 days

past due

    

90 days or more

and accruing

interest

    

Non-accrual

loans

    

Loans

current

on payments

and accruing

interest

     Total  

Commercial and industrial

   $ 594       $ 94       $ 1,488       $ 249,381       $ 251,557   

Construction

     1,172         59         6,171         104,658         112,060   

Residential real estate:

              

1-to-4 family mortgage

     4,532         1,647         4,353         240,739         251,271   

Residential line of credit

     1,186         291         1,098         155,536         158,111   

Multi-family mortgage

                     1,262         44,235         45,497   

Commercial real estate:

              

Owner occupied

     2,174         484         4,728         254,804         262,190   

Non-owner occupied

     748         32         6,575         192,994         200,349   

Consumer and other

     338         124         16         59,834         60,312   
  

 

 

 

Balance—December 31, 2013

   $ 10,744       $ 2,731       $ 25,691       $ 1,302,181       $ 1,341,347   

 

 

Impaired loans recognized in conformity with ASC 310 at December 31, 2015, 2014 and 2013, segregated by class, were as follows (in thousands):

 

2015   

Recorded

investment

    

Unpaid

principal

    

Related

allowance

    

Average

recorded

investment

    

Interest income

recognized

(cash basis)

 

With a related allowance recorded:

              

Commercial and industrial

   $ 1,133       $ 1,133       $ 89       $ 1,269       $ 22   

Construction

     308         308         5         517         3   

Residential real estate:

              

1-to-4 family mortgage

     3,397         3,398         66         2,345         199   

Residential line of credit

                                       

Multi-family mortgage

                             468           

Commercial real estate:

              

Owner occupied

     2,302         2,422         38         1,938         77   

Non-owner occupied

     2,976         2,976         775         3,039         18   

Consumer and other

                                       
  

 

 

 

Total

   $ 10,116       $ 10,237       $ 973       $ 9,576       $ 319   
  

 

 

 

With no related allowance recorded:

              

Commercial and industrial

   $ 366       $ 993       $       $ 660       $   

Construction

     2,558         2,558                 4,337         127   

Residential real estate:

              

1-to-4 family mortgage

     289         289                 2,815         7   

Residential line of credit

                                       

Multi-family mortgage

     1,074         1,074                 652         25   

Commercial real estate:

              

Owner occupied

     123         229                 788           

Non-owner occupied

     1,050         1,781                 855           

Consumer and other

                                       
  

 

 

 

Total

   $ 5,460       $ 6,924       $       $ 10,107       $ 159   
  

 

 

 

Total impaired loans

   $ 15,576       $ 17,161       $ 973       $ 19,683       $ 478   

 

 

 

F-70


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

2014   

Recorded

investment

    

Unpaid

principal

    

Related

allowance

    

Average

recorded

investment

    

Interest income

recognized

(cash basis)

 

With a related allowance recorded:

              

Commercial and industrial

   $ 1,404       $ 1,748       $ 892       $ 1,551       $ 35   

Construction

     725         725         122         3,175           

Residential real estate:

              

1-to-4 family mortgage

     1,291         1,291         458         3,971         29   

Residential line of credit

                                       

Multi-family mortgage

     935         935         80         974           

Commercial real estate:

              

Owner occupied

     1,574         1,694         373         3,716         22   

Non-owner occupied

     3,102         3,102         900         4,483           

Consumer and other

                                       
  

 

 

 

Total

   $ 9,031       $ 9,495       $ 2,825       $ 17,870       $ 86   
  

 

 

 

With no related allowance recorded:

              

Commercial and industrial

   $ 953       $ 1,236       $       $ 559       $ 23   

Construction

     6,116         6,258                 4,058         129   

Residential real estate:

              

1-to-4 family mortgage

     5,341         5,341                 4,389         170   

Residential line of credit

                                       

Multi-family mortgage

     230         230                 1,710           

Commercial real estate:

              

Owner occupied

     1,452         2,004                 1,325         66   

Non-owner occupied

     659         801                 5,458         175   

Consumer and other

                                       

Total

   $ 14,751       $ 15,870       $       $ 17,499       $ 563   
  

 

 

 

Total impaired loans

   $ 23,782       $ 25,365       $ 2,825       $ 35,369       $ 649   

 

 

 

F-71


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

2013   

Recorded

investment

    

Unpaid

principal

    

Related

allowance

    

Average

recorded

investment

    

Interest income

recognized

(cash basis)

 

With a related allowance recorded:

              

Commercial and industrial

   $ 1,698       $ 1,698       $ 1,258       $ 1,652       $ 36   

Construction

     5,624         5,624         1,117         7,065           

Residential real estate:

              

1-to-4 family mortgage

     6,650         6,650         1,042         5,280         196   

Residential line of credit

                                       

Multi-family mortgage

     1,012         1,012         197         4,158           

Commercial real estate:

              

Owner occupied

     5,858         6,030         1,977         4,972         127   

Non-owner occupied

     5,864         5,864         928         16,613           

Consumer and other

                                     1   
  

 

 

 

Total

   $ 26,706       $ 26,878       $ 6,519       $ 39,740       $ 360   
  

 

 

 

With no related allowance recorded:

              

Commercial and industrial

   $ 165       $ 165       $       $ 192       $   

Construction

     2,001         2,001                 2,616         47   

Residential real estate:

              

1-to-4 family mortgage

     3,437         3,437                 3,487         171   

Residential line of credit

                             138           

Multi-family mortgage

     3,190         3,190                 1,595         89   

Commercial real estate:

              

Owner occupied

     1,195         1,195                 2,526         34   

Non-owner occupied

     10,256         10,309                 11,283         526   

Consumer and other

                                       
  

 

 

 

Total

   $ 20,244       $ 20,297       $       $ 21,837       $ 867   
  

 

 

 

Total impaired loans

   $ 46,950       $ 47,175       $ 6,519       $ 61,577       $ 1,227   

 

 

As of December 31, 2015, 2014 and 2013, the Company has a recorded investment in troubled debt restructurings of $15,289, $18,823 and $36,855, respectively. The Company has allocated $946, $1,189 and $3,378 of specific reserves for those loans at December 31, 2015, 2014 and 2013, respectively, and has committed to lend additional amounts totaling up to $69, $8 and $17 to these customers. Of these loans, $5,898, $7,765 and $15,020 were classified as non-accrual loans as of December 31, 2015, 2014 and 2013.

The modifications included extensions of the maturity date and/or a modification of the stated rate of interest to one lower than the current market rate.

 

F-72


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following table presents loans by class modified as troubled debt restructurings that occurred during the year ended December 31:

 

2015   

Number of

loans

    

Pre-

modification

outstanding

recorded

investment

    

Post-

modification

outstanding

recorded

investment

    

Charge-offs

and specific

reserves

 

Commercial and industrial

     6       $ 2,301       $ 2,301       $ 86   

Residential real estate:

           

1-to-4 family mortgage

     5         326         326         45   

Commercial real estate:

           

Owner occupied

     4         786         786           

Non-owner occupied

     1         133         133         1   
  

 

 

 

Total

     16       $ 3,546       $ 3,546       $ 132   

 

 
2014                                

Construction

     2       $ 3,931       $ 3,931       $   

Commercial real estate:

           

Non-owner occupied

     1         1,063         1,063           
  

 

 

 

Total

     3       $ 4,994       $ 4,994       $   

 

 
2013                                

Construction

     2       $ 108       $ 108       $ 34   

Residential mortgage:

           

1-to-4 family mortgage

     8         3,289         3,289         24   

Multi-family mortgage

     4         4,276         4,276         197   

Commercial real estate:

           

Owner occupied

     2         1,067         1,067           

Non-owner occupied

     3         667         667           
  

 

 

 

Total

     19       $ 9,407       $ 9,407       $ 255   

 

 

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. The following tables present loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the year ended December 31:

 

2015    Defaulted     

Charge-offs

and specific

reserves

 

Residential real estate:

     

1-to-4 family mortgage

   $ 96       $ 45   
  

 

 

 

Total

   $ 96       $ 45   

 

 
2013                

Construction

   $ 38       $   

Commercial real estate:

     

Owner occupied

     1,663         252   
  

 

 

 

Total

   $ 1,701       $ 252   

 

 

 

F-73


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the year ended December 31, 2014.

The terms of certain other loans were modified during the years ending December 31, 2015, 2014 and 2013 that did not meet the definition of a troubled debt restructuring. The modification of these loans involved either a modification of the terms of a loan to borrowers who were not experiencing financial difficulties or a delay in a payment that was considered to be insignificant.

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 company’s internal underwriting policy.

Note (6)—Premises and equipment:

Premises and equipment and related accumulated depreciation as of December 31, 2015, 2014 and 2013, are as follows (in thousands):

 

      2015     2014     2013  

Land

   $ 19,253      $ 12,845      $ 13,348   

Premises

     43,419        33,971        33,957   

Furniture and fixtures

     20,421        19,355        17,893   

Leasehold improvements

     8,276        8,178        4,982   

Equipment

     9,851        8,752        8,100   

Construction in process

     3,120        134        533   
  

 

 

 
     104,340        83,235        78,813   

Less: accumulated depreciation

     (38,448     (35,291     (32,550
  

 

 

 

Total Premises and Equipment

   $ 65,892      $ 47,944      $ 46,263   

 

 

Depreciation expense was $3,283, $3,099 and $2,936 for the years ended December 31, 2015, 2014 and 2013, respectively.

Additionally, as of December 31, 2015, the Company accrued $586 related to a contractual obligation for construction costs. Subsequent to December 31, 2015, the Company paid $556 of this amount.

Note (7)—Foreclosed real estate:

The following table summarizes the foreclosed real estate for the years ended December 31, 2015, 2014 and 2013 (in thousands):

 

      2015     2014     2013  

Balance at beginning of period

   $ 7,259      $ 8,796      $ 10,772   

Acquired through merger with NWGA

     5,002                 

Transfers from loans

     4,085        4,308        3,891   

Capital improvements

     171                 

Proceeds from property sold

     (3,774     (4,738     (5,049

Gain on sale of foreclosed assets

     187        464        996   

Transfers to loans

     (785     (1,239     (1,043

Writedowns and partial liquidations

     (504     (332     (771
  

 

 

 

Balance at end of period

   $ 11,641      $ 7,259      $ 8,796   

 

 

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Note (8)—Goodwill and intangible assets:

The balance in goodwill at December 31, 2015, 2014 and 2013 was $46,904.

The change in balance for core deposit intangibles during the year is as follows (in thousands):

 

      2015     2014     2013  

Beginning balance

   $ 3,495      $ 5,108      $ 6,834   

Addition from merger with NWGB

     4,931                 

Less: amortization expense

     (1,731     (1,613     (1,726
  

 

 

 

Ending balance

   $ 6,695      $ 3,495      $ 5,108   

 

 

The estimated aggregate amortization expense of core deposit intangibles for each of the next five years and thereafter is as follows:

Estimated aggregate amortization for year ended (in thousands):

 

December 31, 2016

   $ 2,132   

December 31, 2017

     762   

December 31, 2018

     493   

December 31, 2019

     493   

December 31, 2020

     493   

Thereafter

     2,322   
  

 

 

 

Total

   $ 6,695   

 

 

Note (9)—Mortgage servicing rights:

Changes in the Company’s mortgage servicing rights were as follows ($ amounts in thousands):

 

      2015     2014  

Carrying value at January 1

   $ 6,032      $   

Capitalization

     26,474        6,429   

Amortization

     (2,601     (397

Impairment

     (194       
  

 

 

 

Carrying value at December 31

   $ 29,711      $ 6,032   

 

 

Data and key economic assumptions related to the Company’s mortgage servicing rights as of December 31, 2015 and 2014 are as follows:

 

      2015     2014  

Unpaid principal balance

   $ 2,545,449      $ 522,194   

Weighted-average prepayment speed (CPR)

     7.30%        8.70%   

Estimated impact on fair value of a 10% increase

   $ (371   $ (226

Estimated impact on fair value of a 20% increase

     (726     (436

Discount rate

     10.14%        9.00%   

Estimated impact on fair value of a 100bp increase

   $ (1,201   $ (256

Estimated impact on fair value of a 200bp increase

     (2,317     (493

Weighted-average coupon interest rate

     3.79%        4.10%   

Weighted-average servicing fee (basis points)

     25        25   

Weighted-average remaining maturity (in months)

     311        323   

 

 

 

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Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Estimated future amortization expense for the next five years and thereafter are as follows:

 

December 31, 2016

   $ 3,772   

December 31, 2017

     3,772   

December 31, 2018

     3,772   

December 31, 2019

     3,769   

December 31, 2020

     3,734   

Thereafter

     10,892   
  

 

 

 

Total

   $ 29,711   

 

 

Note (10)—Other assets and other liabilities:

Included in Other Assets are:

 

      As of December 31,  
      2015      2014      2013  

Receivable related to mortgage lending

   $ 118       $ 7,125       $ 1,521   

Cash surrender value on bank owned life insurance

     10,331         3,125         3,033   

Prepaid expenses

     2,311         2,075         1,955   

Deferred tax asset

             965         2,480   

Derivatives

     6,023         4,172         2,359   

Other assets

     8,794         1,783         3,578   
  

 

 

 

Total Other Assets

   $ 27,577       $ 19,245       $ 14,926   

 

 

Included in Other Liabilities are:

 

      As of December 31,  
      2015      2014      2013  

Deferred compensation

   $ 12,343       $ 11,728       $ 6,358   

Accrued payroll

     6,343         4,657         3,779   

Loan proceeds payable

     5,730         1,732         3,516   

Accrued contract termination fee

     2,278                   

Mortgage servicing escrows

     2,297         677         177   

Mortgage buyback reserve

     2,156         828         656   

Dividend payable

             1,750           

Accrued interest

     581         602         836   

Deferred tax liability

     713                   

Derivatives

     369         2,434         849   

Other liabilities

     11,713         7,640         4,043   
  

 

 

 

Total Other Liabilities

   $ 44,523       $ 32,048       $ 20,214   

 

 

Note (11)—Deposits:

The aggregate amount of time deposits with a minimum denomination of $250 was $52,320, $57,825 and $57,034 at December 31, 2015, 2014 and 2013, respectively.

 

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Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

At December 31, 2015, the scheduled maturities of time deposits are as follows (in thousands):

 

Due on or before:

        

December 31, 2016

   $ 233,768   

December 31, 2017

     50,200   

December 31, 2018

     24,018   

December 31, 2019

     8,428   

December 31, 2020

     9,145   
  

 

 

 

Total

   $ 325,559   

 

 

Note (12)—Securities sold under agreements to repurchase:

Securities sold under agreements to repurchase are secured by mortgage-backed securities with a carrying amount of $105,133, $113,494 and $107,058 at December 31, 2015, 2014 and 2013, respectively.

Securities sold under agreements to repurchase are financing arrangements that mature daily. Information concerning securities sold under agreements to repurchase is summarized as follows (in thousands):

 

      2015      2014      2013  

Balance at year end

   $ 105,133       $ 113,494       $ 107,058   

Average daily balance during the year

   $ 114,781       $ 94,675       $ 63,432   

Average interest rate during the year

     0.12%         0.12%         0.13%   

Maximum month-end balance during the year

   $ 126,608       $ 113,494       $ 107,058   

Weighted average interest rate at year-end

     0.12%         0.12%         0.11%   

 

 

Note (13)—Short-term borrowings:

The Bank currently has available from correspondent banks borrowings capacity in the form of federal fund purchases. The line with First Tennessee Bank, N.A. is for $30,000 as of December 31, 2015 and $15,000 for the years ended December 31, 2014 and 2013 and the line with BBVA Compass Bank is for $10,000 for the years ended December 31, 2015, 2014 and 2013. Each of these lines may be drawn for fourteen consecutive days. As of December 31, 2015, 2014 and 2013, there were no borrowings against these lines.

The line with SunTrust Bank is for $15,000 and may be drawn for seven consecutive days before collateral is required. Borrowings that exceed seven days must be secured by a marketable security with a current value of at least 125% of the outstanding balance. As of December 31, 2015, 2014 and 2013, there were no borrowings against this line.

The line with First National Banker’s Bank is for $10,000 and may be drawn for ninety days before collateral is required. The line with Zions Bank is for $25,000. The line with PNC Bank is for $20,000. The line with Servis FirstBank is for $15,000 for the year ended December 31, 2015 and for the years ended December 31, 2014 and 2013, the line was $10,000. As of December 31, 2015, 2014 and 2013, there were no borrowings against these lines.

The line with Federal Home Loan Bank is for $150,000 and is secured by qualifying one to four family and multi-family mortgages in the Bank’s loan portfolio as well as U.S. government agency securities. At December 31,

 

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Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

2015, 2014 and 2013, the Company had pledged investments securities of $85,587, $155,241 and $143,195 and loans of $69,915, $54,257 and $70,158, securing borrowings against this line of $18,000, $79,000 and $70,000 as of December 31, 2015, 2014 and 2013, respectively.

The Company maintained a line with the Federal Reserve Bank through the Borrower-in-Custody program in 2014 and 2013. The line matured during 2015 and was not renewed. As of December 31, 2014 and 2013, $932,710 and $879,761, respectively of commercial, consumer, construction, commercial real estate, home equity lines of credit and agricultural loans were pledged to the Federal Reserve Bank through the Borrower-in-Custody program securing a line of credit of $661,726 and $663,195, respectively. In addition at December 31, 2014 and 2013, the Company had pledged investments securities of $34,127 and $36,979 securing a line of credit of $32,694 and $34,125, respectively.

Note (14)—Long-term debt:

The Company has three subordinated notes payable with the shareholder of the Company. The first note for $775 carries an annual rate equal to the Prime Rate less 100 basis points adjusting on January 10 of each year. The effective rate on the first note is 2.25% as of December 31, 2015, 2014 and 2013. The second note for $3,300 carries a quarterly rate equal to the 30 day LIBOR rate plus 200 basis points. The rate in effect at December 31, 2015, 2014 and 2013 is 2.24%, 2.15% and 2.18%, respectively, for the second note. The third note for $6,000 carries a quarterly rate equal to the 90 day LIBOR rate plus 170 basis points. The effective rate on the third note is 2.12%, 1.98% and 1.98% as of December 31, 2015, 2014 and 2013, respectively. These three notes were amended on December 31, 2006 to specify a maturity date of December 31, 2012. Unless the Company is notified, the maturity date advances one year on each anniversary. At December 31, 2015 the maturity date of these notes advanced to December 31, 2021.

The Bank had a total borrowing capacity of $125,476, $171,693 and $175,765 at the Federal Home Loan Bank of Cincinnati at December 31, 2015, 2014 and 2013, respectively. The terms of the borrowings were subject to market rates at the time of the advances and contain maturities of one to twenty years. Any advances from this line would be secured by qualifying one to four family and multi-family mortgages in the Bank’s loan portfolio as well as U.S. government agency securities. Current principals of one to four family mortgages totaling 136%, 136% and 146% of the advances at December 31, 2015, 2014 and 2013, respectively were required to secure the advances. In addition, current principals of multi-family mortgages totaling 145%, 145% and 160% of the advances at December 31, 2015, 2014 and 2013, respectively were required to secure the advances. The Bank also had investment securities of $85,587, $155,241 and $143,195 pledged to the Federal Home Loan Bank at December 31, 2015, 2014 and 2013, respectively.

The Bank had $15,611 of fixed rate borrowings at a weighted average rate of 3.29% outstanding at December 31, 2015. At December 31, 2014 the Bank had $23,845 of fixed rate borrowings at a weighted average rate of 3.30% outstanding. At December 31, 2013 the Bank had $26,856 of fixed rate borrowings at a weighted average rate of 3.56% outstanding. In addition, the Federal Home Loan Bank has guaranteed a letter of credit for $-0-, $50 and $110 at December 31, 2015, 2014 and 2013, respectively.

In 2003, two separate trusts formed by the Company issued $9,000 of floating rate trust preferred securities (“Trust I”) and $21,000 of floating rate trust preferred securities (“Trust II”), respectively, as part of a pooled offering of such securities. The Company issued junior subordinated debentures of $9,280, which included proceeds of common securities purchased by the Company of $280, and junior subordinated debentures of

 

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Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

$21,650, which included proceeds of common securities of $650. Both issuances were to the trusts in exchange for the proceeds of the securities offerings, which represent the sole asset of the trusts. Trust I pays interest quarterly based upon the 3-month LIBOR plus 3.25%. Trust II pays interest quarterly based upon the 3-month LIBOR plus 3.15%. Rates for the two issues at December 31, 2015, were 3.67% and 3.57%, respectively. Rates for the two issues at December 31, 2014, were 3.48% and 3.39%, respectively. The Company may redeem the first junior subordinated debenture listed, in whole or in part, on any distribution payment date within 120 days of the occurrence of a special event, at the redemption price. The Company may redeem the second junior subordinated debentures listed, in whole or in part, any time after June 26, 2008, on any distribution payment date, at the redemption price. The junior subordinated debentures must be redeemed no later than 2033.

Maturities of long-term debt are as follows (in thousands):

 

      FHLB     

Junior

subordinated

debt

    

Related

party

subordinated

debt

     Total  

Due on or before:

           

December 31, 2016

   $ 293       $       $       $ 293   

December 31, 2017

     741                         741   

December 31, 2018

     10,282                         10,282   

December 31, 2019

     553                         553   

December 31, 2020

     279                 10,075         10,354   

December 31, 2021

     684                         684   

Due thereafter

     2,779         30,930                 33,709   
  

 

 

 

Total

   $ 15,611       $ 30,930       $ 10,075       $ 56,616   

 

 

Note (15)—Income taxes:

Effective January 1, 2001, the Company and subsidiaries elected “S” corporation status. Accordingly, the Company does not incur federal income tax obligations as the federal income taxes on earnings and losses are reported on the tax returns of its shareholder; however, such election is disregarded for Tennessee franchise and excise tax purposes.

Allocation of state income taxes between current and deferred portions is as follows (in thousands):

 

      Current      Deferred      Total  

Year ended December 31, 2015

   $ 1,321       $ 1,647       $ 2,968   

Year ended December 31, 2014

   $ 1,427       $ 842       $ 2,269   

Year ended December 31, 2013

   $ 1,543       $ 351       $ 1,894   

 

 

State income tax expense of 6.16%, 6.53% and 6.58% for the years ended December 31, 2015, 2014 and 2013, respectively, differs from the statutory state income rate of 6.50% due to the following (in thousands):

 

      2015      2014      2013  

Tax at statutory rate

   $ 2,956       $ 2,258       $ 1,872   

Other

     12         11         22   
  

 

 

 

Total

   $ 2,968       $ 2,269       $ 1,894   

 

 

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The components of the net deferred tax asset included in other assets at December 31, 2015, 2014 and 2013 are as follows (in thousands):

 

      2015     2014     2013  

Deferred tax assets:

      

Allowance for loan losses

   $ 1,565      $ 1,780      $ 2,103   

Amortization of core deposit intangible

     107        254        281   

Deferred compensation

     1,120        871        307   

Unrealized loss on securities

                   307   

Other

     39               359   
  

 

 

 

Subtotal

     2,831        2,905        3,357   

Deferred tax liabilities:

      

FHLB stock dividends

     (135     (129     (141

Depreciation

     (661     (520     (736

Unrealized gain on securities

     (205     (366       

Mortgage servicing rights

     (1,902     (386       

Other

     (641     (539       
  

 

 

 

Subtotal

     (3,544     (1,940     (877
  

 

 

 

Net deferred tax (liability) asset

   $ (713   $ 965      $ 2,480   

 

 

A valuation allowance is established for deferred tax assets when, in the opinion of management, it is “more likely than not” that the asset will not be realized. At December 31, 2015, 2014 and 2013, the Company had no valuation allowance with respect to deferred tax assets.

Tax periods for all fiscal years after 2010 remain open to examination by the federal and state taxing jurisdictions to which the Company is subject.

Note (16)—Dividend restrictions:

Due to regulations of the Tennessee Department of Financial Institutions (“TDFI”), the Bank may not declare dividends in any calendar year that exceeds the total of its net income of that year combined with its retained net income of the preceding two years without the prior approval of the TDFI Commissioner. Based upon this regulation, $54,537, $10,592 and $-0- was available for payment of dividends without such prior approval at December 31, 2015, 2014 and 2013, respectively. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements.

The Bank received permission from the state Commissioner to pay dividends of approximately $15,855 and $12,770 in 2014 and 2013, respectively, to the Company for the shareholder’s tax liability and operating expenses.

Subsequent to December 31, 2015, the Bank declared and paid dividends to the Company in the amount of $5,000, which was then paid to the Company’s shareholder.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Note (17)—Commitments and contingencies:

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

 

      December 31
(in thousands)
 
      2015      2014      2013  

Commitments to extend credit, excluding interest rate lock commitment

   $ 554,274       $ 397,941       $ 323,161   

Letters of credit

     20,338         12,918         6,787   
  

 

 

 

Balance at end of period

   $ 574,612       $ 410,859       $ 329,948   

 

 

Commitments under non-cancelable operating leases were as follows, before considering renewal options that generally are present (in thousands):

 

2016

   $ 2,753   

2017

     2,440   

2018

     2,131   

2019

     1,884   

2020

     1,651   

Thereafter

     8,169   
  

 

 

 

Total

   $ 19,028   

 

 

Rent expense for the years ended December 31, 2015, 2014 and 2013, was $3,750, $3,085 and $2,937, respectively.

In connection with the sale of mortgage loans to third party investors, the Bank makes usual and customary representations and warranties as to the propriety of its origination activities. Occasionally, the investors require the Bank to repurchase loans sold to them under the terms of the warranties. When this happens, the loans are recorded at fair value with a corresponding charge to a valuation reserve. The total principal amount of loans repurchased (or indemnified for) was $47, $40 and $211 during 2015, 2014 and 2013, respectively. The Bank has established an allowance for losses associated with loan repurchases. This allowance is recorded in accrued expenses and other liabilities on the consolidated balance sheet. The following table summarizes the activity in the repurchase allowance (in thousands):

 

      2015     2014     2013  

Balance at beginning of period

   $ 828      $ 656      $ 540   

Provision for loan repurchases or indemnifications

     1,375        161        327   

Recoveries on previous losses

            51          

Losses on loans repurchased or indemnified

     (47     (40     (211
  

 

 

 

Balance at end of period

   $ 2,156      $ 828      $ 656   

 

 

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Note (18)—Derivatives:

The Company utilizes derivative financial instruments as part of its ongoing efforts to manage its interest rate risk exposure as well as the exposure for its customers. Derivative financial instruments are included in the Consolidated Balance Sheets line item “Other assets” or “Other liabilities” at fair value in accordance with ASC 815, “Derivatives and Hedging.”

The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Under such commitments, interest rates for a mortgage loan are typically locked in for up to forty-five days with the customer. These interest rate lock commitments are recorded at fair value in the Company’s Consolidated Balance Sheets. The notional amount of commitments to fund fixed-rate mortgage loans was $263,395, $184,895 and $51,138 at December 31, 2015, 2014 and 2013, respectively. The Company also enters into mandatory delivery forward commitments to sell residential mortgage loans to secondary market investors. The notional amount of commitments to sell residential mortgage loans to secondary market investors was $445,000, $232,464 and $68,938 at December 31, 2015, 2014 and 2013, respectively. Gains and losses arising from changes in the valuation of the commitments are recognized currently in earnings and are reflected under the line item “Mortgage banking income” on the Consolidated Statements of Income.

The Company has entered into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into an offsetting derivative contract position. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. At December 31, 2015, 2014 and 2013, the Company had notional amounts of $4,409, $5,777 and $5,983, respectively, on interest rate contracts with corporate customers and $4,409, $5,777 and $5,983, respectively, in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts and certain fixed-rate loans. The fair value on the swaps was $(369), $(651) and $(849) at December 31, 2015, 2014 and 2013, respectively.

Certain financial instruments, including derivatives, may be eligible for offset in the Consolidated Balance Sheet when the “right of setoff” exists or when the instruments are subject to an enforceable master netting agreement, which includes the right of the non-defaulting party or non-affected party to offset recognized amounts, including collateral posted with the counterparty, to determine a net receivable or net payable upon early termination of the agreement. Certain of the Company’s derivative instruments are subject to master netting agreements. The Company has not elected to offset such financial instruments in the Consolidated Balance Sheets.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following table provides details on the Company’s derivative financial instruments as of the dates presented:

 

      Balance  sheet
classification
     Fair Value  
            December 31,  
              2015      2014      2013  

Derivative assets:

           

Not designated as hedging:

           

Interest rate swaps

     Other Assets       $ 369       $ 651       $ 849   

Forward commitments

     Other Assets         61                 524   

Interest rate-lock commitments

     Other Assets         5,593         3,521         986   
     

 

 

 

Total

      $ 6,023       $ 4,172       $ 2,359   
     

 

 

 

Derivative liabilities:

           

Not designated as hedging:

           

Interest rate swaps

     Other Liabilities       $ 369       $ 651       $ 849   

Forward commitments

     Other Liabilities                 1,783           
     

 

 

 

Total

      $ 369       $ 2,434       $ 849   

 

 

Gains (losses) included in the Consolidated Statements of Income related to the Company’s derivative financial instruments were as follows:

 

      December 31  
      2015     2014     2013  

Derivatives not designated as hedging instruments:

      

Interest rate lock commitments:

      

Included in other noninterest income

   $ 2,073      $ 2,535      $ 947   

Forward commitments:

      

Included in other noninterest income

     (3,600     (9,029     1,280   
  

 

 

 

Total

   $ (1,527   $ (6,494   $ 2,227   

 

 

Note (19)—Fair value of financial instruments:

ASC 820-10 establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The hierarchy is broken down into the following three levels, based on the reliability of inputs:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

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

Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.

The Company records the fair values of financial assets and liabilities on a recurring and non-recurring basis using the following methods and assumptions:

Available-for-sale securities: Available-for-sale securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Available-for-sale securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2. When significant inputs to the valuation are unobservable, the available-for-sale securities are classified within Level 3 of the fair value hierarchy.

Where no active market exists for a security or other benchmark securities, fair value is estimated by the Company with reference to discount margins for other high risk securities.

Loans held for sale—Loans held for sale are carried at fair value. Fair value is determined using current secondary market prices for loans with similar characteristics, that is, using Level 2 inputs.

Derivatives—The fair value of the interest rate swaps are based upon fair values provided from entities that engage in interest rate swap activity and is based upon projected future cash flows and interest rates. Fair value of commitments is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered. These financial instruments are classified as Level 2.

Foreclosed assets: Foreclosed assets (“REO”) is comprised of commercial and residential real estate obtained in partial or total satisfaction of loan obligations. REO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. The valuations are classified as Level 3.

Impaired loans: Loans considered impaired under FASB ASC 310, Receivables, are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Fair value adjustments for impaired loans are recorded on a non-recurring basis as either partial write downs based on observable market prices or current appraisal of the collateral. Impaired loans measured at fair value are classified as Level 3.

 

F-84


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following methods were used to estimate the fair value of the Company’s financial instruments which were not previously presented.

Cash and cash equivalents—Cash and cash equivalents consist of cash and due from banks with other financial institutions and federal funds sold. The carrying amount reported in the consolidated balance sheets approximates the fair value based upon the short-term nature of these assets. Also included are interest-bearing deposits in financial institutions. Interest bearing deposits in financial institutions consist of interest bearing accounts at the Federal Reserve Bank and Federal Home Loan Bank. The carrying value reported in the consolidated balance sheets approximates the fair value based upon the short-term nature of the assets.

Federal Home Loan Bank stock—The carrying value of Federal Home Loan Bank stock reported in the consolidated balance sheets approximates the fair value as the stock is redeemable at the carrying value.

Loans—For variable rate loans that re-price frequently and with no significant change in credit risk, fair values are based upon carrying values. Fixed rate loan fair values are estimated using a discounted cash flow analysis based upon interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Mortgage servicing rights—Servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors.

Deposits—The fair value disclosed for demand deposits (both interest bearing and noninterest bearing) and savings deposits are equal to the amount payable on demand as of the reporting date. The fair value of the time deposits is estimated using a discounted cash flow method based upon current rates for similar types of accounts.

Short term borrowings—The fair value of the lines of credit which represent federal funds purchased approximate the carrying value of the amounts reported on the balance sheet due to the short-term nature of these liabilities.

Securities sold under agreement to repurchase—The fair value of the securities sold under agreement to repurchase approximate the carrying value of the amounts reported on the balance sheet due to the short-term nature of these liabilities.

Long-Term debt—The fair value of long-term debt is determined using discounted cash flows using current rates.

Accrued interest payable and receivable—The carrying amounts of accrued interest approximate fair value.

 

F-85


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The estimated fair values of the Company’s financial instruments are as follows (in thousands):

 

        Fair value  
December 31, 2015   

Carrying

amount

     Level 1      Level 2      Level 3      Total  

Financial assets:

        

Cash and cash equivalents

   $ 97,723       $ 97,723       $       $       $ 97,723   

Available-for-sale securities

     649,387                 644,531         4,856         649,387   

Federal Home Loan Bank Stock

     6,528                         6,528         6,528   

Loans, net

     1,677,403                 1,638,506         36,951         1,675,457   

Loans held for sale

     273,196                 273,196                 273,196   

Accrued interest receivable

     6,763                 6,763                 6,763   

Mortgage servicing rights, net

     29,711                         29,711         29,711   

Derivatives

     6,023                 6,023                 6,023   

Financial liabilities:

        

Deposits:

        

Without stated maturities

   $ 2,112,915       $ 2,112,915       $       $       $ 2,112,915   

With stated maturities

     325,559                 323,624                 323,624   

Securities sold under agreement to repurchase

     105,133         105,133                         105,133   

Lines of credit

     18,000         18,000                         18,000   

Accrued interest payable

     550         244         306                 550   

Long-term debt

     56,616                 55,484                 55,484   

Derivatives

     369                 369                 369   

 

 

 

        Fair value  
December 31, 2014   

Carrying

amount

     Level 1      Level 2      Level 3      Total  

Financial assets:

           

Cash and cash equivalents

   $ 49,954       $ 49,954       $       $       $ 49,954   

Available-for-sale securities

     652,601                 647,913         4,688         652,601   

Federal Home Loan Bank Stock

     6,528                         6,528         6,528   

Loans, net

     1,386,866                 1,375,641         7,774         1,383,415   

Loans held for sale

     194,745                 194,745                 194,745   

Accrued interest receivable

     6,616                 6,616                 6,616   

Mortgage servicing rights, net

     6,032                         6,210         6,210   

Derivatives

     4,172                 4,172                 4,172   

Financial liabilities:

           

Deposits:

           

Without stated maturities

   $ 1,613,456       $ 1,613,456       $       $       $ 1,613,456   

With stated maturities

     310,113                 309,719                 309,719   

Securities sold under agreement to repurchase

     113,494         113,494                         113,494   

Lines of credit

     79,000         79,000                         79,000   

Accrued interest payable

     625         111         514                 625   

Long-term debt

     64,850                 63,566                 63,566   

Derivatives

     2,434                 2,434                 2,434   

 

 

 

F-86


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

              Fair value  
December 31, 2013   

Carrying

amount

     Level 1      Level 2      Level 3      Total  

Financial assets:

              

Cash and cash equivalents

   $ 67,597       $ 67,597       $       $       $ 67,957   

Available-for-sale securities

     685,547                 680,537         5,010         685,547   

Federal Home Loan Bank Stock

     6,528                         6,528         6,528   

Loans, net

     1,308,994                 1,293,016         20,358         1,313,374   

Loans held for sale

     61,062                 61,062                 61,062   

Accrued interest receivable

     6,662                 6,662                 6,662   

Derivatives

     2,359                 2,359                 2,359   

Financial liabilities:

              

Deposits:

              

Without stated maturities

   $ 1,448,337       $ 1,448,337       $       $       $ 1,448,337   

With stated maturities

     355,230                 356,020                 356,020   

Securities sold under agreement to repurchase

     107,058         107,058                         107,058   

Lines of credit

     70,000         70,000                         70,000   

Accrued interest payable

     838         94         744                 838   

Long-term debt

     67,861                 66,576                 66,576   

Derivatives

     849                 849                 849   

 

 

The balances and levels of the assets measured at fair value on a recurring basis at December 31, 2015 are presented in the following tables (in thousands):

 

At December 31, 2015   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant

unobservable

inputs

(level 3)

     Total  

Recurring valuations:

           

Financial Assets:

           

Available-for-sale securities:

           

U.S. Government agency securities

   $       $ 33,808       $       $ 33,808   

Mortgage-backed securities

             522,373                 522,373   

Municipals, tax-exempt

             79,837                 79,837   

Treasury securities

             4,485                 4,485   

Equity securities

             4,028         4,856         8,884   
  

 

 

 

Total

   $       $ 644,531       $ 4,856       $ 649,387   
  

 

 

 

Loans held for sale

   $       $ 273,196       $       $ 273,196   

Derivatives

   $       $ 6,023       $       $ 6,023   

Financial Liabilities:

           

Derivatives

   $       $ 369       $       $ 369   

 

 

 

F-87


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The balances and levels of the assets measured at fair value on a non-recurring basis at December 31, 2015 are presented in the following tables (in thousands):

 

At December 31, 2015   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant

unobservable

inputs

(level 3)

     Total  

Non-recurring valuations:

           

Financial Assets:

           

Foreclosed Assets

   $       $       $ 6,275       $ 6,275   

Mortgage servicing rights

                     29,711         29,711   

Impaired Loans:

           

Commercial and industrial

                     2,007         2,007   

Commercial real estate:

           

Owner occupied

                     6,493         6,493   

Non-owner occupied

                     7,572         7,572   

Construction

                     6,896         6,896   

Residential real estate

           

1-4 family

                     6,127         6,127   

Multifamily

                     36         36   

Consumer and other

                     4         4   
  

 

 

 

Total

   $       $       $ 29,135       $ 29,135   

 

 

The balances and levels of the assets measured at fair value on a recurring basis at December 31, 2014 are presented in the following tables (in thousands):

 

At December 31, 2014   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant

unobservable

inputs

(level 3)

     Total  

Recurring valuations:

           

Financial Assets:

           

Available-for-sale securities:

           

U.S. Government agency securities

   $       $ 28,517       $       $ 28,517   

Mortgage-backed securities

             530,200                 530,200   

Municipals, tax-exempt

             85,207                 85,207   

Equity securities

             3,989         4,688         8,677   
  

 

 

 

Total

   $       $ 647,913       $ 4,688       $ 652,601   
  

 

 

 

Loans held for sale

   $       $ 194,745       $       $ 194,745   

Derivatives

   $       $ 4,172       $       $ 4,172   

Financial Liabilities:

           

Derivatives

   $       $ 2,434       $       $ 2,434   

 

 

 

F-88


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The balances and levels of the assets measured at fair value on a non-recurring basis at December 31, 2014 are presented in the following tables (in thousands):

 

At December 31, 2014   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant

unobservable

inputs

(level 3)

     Total  

Non-recurring valuations:

           

Financial Assets:

           

Foreclosed Assets

   $       $       $ 6,349       $ 6,349   

Impaired Loans:

           

Commercial and industrial

                     664         664   

Commercial real estate:

           

Owner occupied

                     1,297         1,297   

Non-owner occupied

                     2,532         2,532   

Construction

                     1,586         1,586   

Residential real estate

           

1-4 family

                     833         833   

Multifamily

                     855         855   

Consumer and other

                     7         7   
  

 

 

 

Total

   $       $       $ 7,774       $ 7,774   

 

 

The balances and levels of the assets measured at fair value on a recurring basis at December 31, 2013 are presented in the following tables (in thousands):

 

At December 31, 2013   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant

unobservable

inputs

(level 3)

     Total  

Recurring valuations:

           

Financial Assets:

           

Available-for-sale securities:

           

U.S. Government agency securities

   $       $ 27,755       $       $ 27,755   

Mortgage-backed securities

             572,294                 572,294   

Municipals, tax-exempt

             76,641                 76,641   

Corporate securities

                     633         633   

Equity securities

             3,847         4,377         8,224   
  

 

 

 

Total

   $       $ 680,537       $ 5,010       $ 685,547   
  

 

 

 

Loans held for sale

   $       $ 61,062       $       $ 61,062   

Derivatives

   $       $ 2,359       $       $ 2,359   

Financial Liabilities:

           

Derivatives

   $       $ 849       $       $ 849   

 

 

 

F-89


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The balances and levels of the assets measured at fair value on a non-recurring basis at December 31, 2013 are presented in the following tables (in thousands):

 

At December 31, 2013   

Quoted prices

in active

markets for

identical assets

(liabilities)

(level 1)

    

Significant

other

observable

inputs

(level 2)

    

Significant

unobservable

inputs

(level 3)

     Total  

Non-recurring valuations:

           

Financial Assets:

           

Foreclosed Assets

   $       $       $ 7,368       $ 7,368   

Impaired Loans:

           

Commercial and industrial

                     425         425   

Commercial real estate:

           

Owner occupied

                     4,053         4,053   

Non-owner occupied

                     4,936         4,936   

Construction

                     4,507         4,507   

Residential real estate

           

1-4 family

                     5,608         5,608   

Multifamily

                     815         815   

Consumer and other

                     14         14   
  

 

 

 

Total

   $       $       $ 20,358       $ 20,358   

 

 

There were no transfers between Level 1, 2, or 3 in the periods presented.

The following table provides a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs, or Level 3 inputs, during the years ended December 31, 2015, 2014 and 2013 (in thousands):

 

      Available-for-sale
securities
 
      2015      2014     2013  

Balance at beginning of period

   $ 4,688       $ 5,010      $ 4,464   

Realized gains included in net income

             582        34   

Unrealized gains included in other comprehensive income

                    261   

Purchases

     168         357        359   

Sales

             (1,261     (108
  

 

 

 

Balance at end of period

   $ 4,856       $ 4,688      $ 5,010   

 

 

The fair value of certain of the Company’s corporate are determined from information derived from external parties that calculate discounted cash flows using swap and LIBOR curves plus spreads that adjust for loss severities, volatility, credit risk and optionality. When available, broker quotes are used to validate the model. Industry research reports as well as assumptions about specific-issuer defaults and deferrals are reviewed and incorporated into the calculations.

 

F-90


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The following table presents information as of December 31, 2015 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

 

Financial instrument   Fair Value     Valuation Technique  

Significant

Unobservable Inputs

 

Range of

Inputs

Impaired loans

  $ 29,135      Appraised value of collateral   Discount for comparable sales   0%—30%

Foreclosed assets

  $ 6,275     

Appraised value of property

less

estimated costs to sell

  Discount for costs to sell   0%—46%

Mortgage servicing rights

  $ 29,711      Discounted cash flows   See Note 9   See Note 9

 

The following table presents information as of December 31, 2014 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

 

Financial instrument   Fair Value     Valuation Technique   

Significant

Unobservable Inputs

  

Range of

Inputs

Impaired loans

  $ 7,774      Appraised value of collateral    Discount for comparable sales    0%—30%

Foreclosed assets

  $ 6,349     

Appraised value of property

less estimated costs to sell

   Discount for costs to sell    0%—10%

 

The following table presents information as of December 31, 2013 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

 

Financial instrument   Fair Value     Valuation Technique   

Significant

Unobservable Inputs

  

Range of

Inputs

Impaired loans

  $ 20,358      Appraised value of collateral    Discount for comparable sales    0%—30%

Foreclosed assets

  $ 7,368     

Appraised value of property

less estimated costs to sell

   Discount for costs to sell    0%—10%

 

Appraisals for both collateral-dependent impaired loans and real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics.

Fair Value Option

The Company elected to measure all loans originated for sale at fair value under the fair value option as permitted under ASC 825. Electing to measure these assets at fair value reduces certain timing differences and better matches the changes in fair value of the loans with changes in the fair value of derivative instruments used to economically hedge them.

Net gains of $3,103 resulting from fair value changes of the mortgage loans were recorded in income during 2015. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both loans held for sale and the related derivative instruments are recorded in Mortgage Banking Income in the Consolidated Statements of Income.

 

F-91


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The Company’s valuation of loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these loans, valuation adjustments attributable to instrument-specific credit risk is nominal. Interest income on loans held for sale measured at fair value is accrued as it is earned based on contractual rates and is reflected in loan interest income in the Consolidated Statements of Income.

The following table summarizes the differences between the fair value and the principal balance for loans held for sale measured at fair value as of December 31:

 

2015   

Aggregate

Fair Value

    

Aggregate

Unpaid

Principal

Balance

     Difference  

Mortgage loans held for sale measured at fair value

   $ 273,196       $ 264,968       $ 8,228   

Past due loans of 90 days or more

                       

Nonaccrual loans

                       

 

 
2014                        

Mortgage loans held for sale measured at fair value

   $ 194,745       $ 188,774       $ 5,971   

Past due loans of 90 days or more

                       

Nonaccrual loans

                       

 

 
2013                        

Mortgage loans held for sale measured at fair value

   $ 61,062       $ 59,470       $ 1,592   

Past due loans of 90 days or more

                       

Nonaccrual loans

                       

 

 

Note (20)—Parent company only financial statements:

 

      As of December, 31  
      2015      2014      2013  

Balance Sheet

  

Assets

        

Cash and Cash Equivalents(1)

   $ 1,253       $ 551       $ 870   

Investments

     2,381         3,142         2,118   

Investment in Bank Subsidiary(1)

     265,632         244,562         219,453   

Note Receivable—Bank Subsidiary(1)

     6,000         6,000         6,000   

Interest Receivable(1)

     31         30         30   

Other Assets

     2,545         3,838         2,389   

Goodwill

     29         29         29   
  

 

 

 

Total Assets

   $ 277,871       $ 258,152       $ 230,889   
  

 

 

 

Liabilities and Shareholder’s Equity

        

Liabilities

        

Long Term Debt

   $ 35,005       $ 35,005       $ 35,005   

Subordinated Debt(1)

     6,000         6,000         6,000   

Accrued Expenses and other Liabilities

     192         1,919         197   
  

 

 

 

Total Liabilities

   $ 41,197       $ 42,924       $ 41,202   
  

 

 

 

Shareholder’s Equity

        

Common Stock

   $ 172       $ 172       $ 172   

Additional Paid in Capital

     111,552         111,552         111,552   

Retained Earnings

     122,493         98,237         82,375   

Accumulated Other Comprehensive Income (Loss)

     2,457         5,267         (4,412
  

 

 

 

Total Shareholder’s Equity

     236,674         215,228         189,687   
  

 

 

 

Total Liabilities and Shareholder’s Equity

   $ 277,871       $ 258,152       $ 230,889   

 

 

 

(1)   Eliminates in Consolidation

 

F-92


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

        For the years ending December 31,  
              2015             2014             2013  

Income Statements

      

Income

      

Other Interest Income

   $ 33      $ 32      $ 33   

Interest Income from Bank Subsidiary(1)

     121        118        119   

Gain on sale of investments

                   34   

Dividend Income from Bank Subsidiary(1)

     25,105        18,155        12,770   

Earnings from Bank Subsidiary(1)

     23,879        15,429        15,235   
  

 

 

 

Total Income

   $ 49,138      $ 33,734      $ 28,191   

Expenses

      

Interest Expenses

   $ 1,298      $ 1,278      $ 1,294   

Legal and Professional Fees

     3        3        3   

Other Noninterest Expense

     59        69        68   

State Income Benefit

     (78     (78     (77
  

 

 

 

Total Expenses

   $ 1,282      $ 1,272      $ 1,288   
  

 

 

 

Net Income

   $ 47,856      $ 32,462      $ 26,903   

 

 

 

(1)   Eliminates in Consolidation

 

      For the years ending December 31,  
      2015     2014     2013  

Statement of Cash Flows

      

Operating Activities

      

Net Income

   $ 47,856      $ 32,462      $ 26,903   

Adjustments to reconcile net income to net cash provided by operating activities:

      

Equity in undistributed income of subsidiary bank

     (23,879     (15,429     (15,235

Gain on sale of investments

                   (34

Increase in other assets

     1,292        (1,449     (78

Increase (decrease) in other liabilities

     23        1,722        (16

Other, net

     (1     (1,751     38   
  

 

 

 

Net cash provided by operating activities

     25,291        15,555        11,578   

Investing Activities

      

Other investments

     761        (1,024     (276
  

 

 

 

Net cash provided by (used in) investing activities

     761        (1,024     (276

Financing Activities

      

Payment of dividends

     (25,350     (14,850     (11,260
  

 

 

 

Net cash used in financing activities

     (25,350     (14,850     (11,260
  

 

 

 

Net increase (decrease) in cash and cash equivalents

     702        (319     42   

Cash and Cash Equivalents at beginning of year

     551        870        828   
  

 

 

 

Cash and Cash Equivalents at end of year

   $ 1,253      $ 551      $ 870   
  

 

 

 

Supplemental noncash disclosures:

      

Dividends declared not paid

   $        1,750          

 

 

 

F-93


Table of Contents
Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Note (21)—Segment reporting:

The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Company determines reportable segments based on the significance of the segment’s operating results to the overall Company, the products and services offered, customer characteristics, processes and service delivery of the segments and the regular financial performance review and allocation of resources by the Chief Executive Officer (CEO). The Company has identified two distinct reportable segments—Community Banking and Mortgage Banking. The Company’s primary segment is Community Banking, which provides a full range of deposit and lending products, including conforming residential loans, and services to corporate, commercial and consumer customers. The Company offers full-service conforming residential mortgage products and services through the Mortgage Banking segment utilizing offices beyond the geographical footprint of Community Banking operations as well as internet delivery channels. Additionally, the Mortgage Banking segment includes the servicing of residential mortgage loans and the packaging and securitization of loans to governmental agencies. The Company’s mortgage banking division represents a distinct reportable segment which differs from the Company’s primary business of commercial and retail banking.

The financial performance of the Mortgage Banking segment is assessed based on results of operations reflecting direct revenues and expenses and allocated expenses. This approach gives management a better indication of the operating performance of the segment. When assessing the Community Banking segment’s financial performance, the CEO utilizes reports with indirect revenues and expenses including but not limited to the investment portfolio, electronic delivery channels and areas that primarily support the banking segment operations. Therefore these are included in the results of the Community Banking segment. Other indirect revenue and expenses related to general administrative areas are also included in the internal financial results reports of the Community Banking segment utilized by the CEO for analysis and are thus included for Community Banking segment reporting. The Mortgage Banking segment utilizes funding sources from the Community Banking segment in order to fund mortgage loans that are ultimately sold on the secondary market. The Mortgage Banking segment used the proceeds from loan sales to repay obligations due to the Community Banking segment. Transactions among segments are made at fair value.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

During the three months ended March 31, 2016, the Company realigned its segment reporting structure to reclassify mortgage banking income and related expenses associated with retail mortgage originations within our Community banking geographic footprint from the Mortgage banking segment to the Community banking segment. This change was made to capture all of the product and service offerings for our Community banking customer base within our banking geographic footprint into the Community banking segment while capturing all of the mortgage banking activities outside of the banking footprint into the Mortgage banking segment to allow our chief executive officer to better determine resource allocations and operating performance for each segment. As such, the tables below have been revised to reflect the reclassification for all periods presented.

The following table provides segment financial information as of and for each of the years in the three-year period ending in December 31, 2015 follows:

 

December 31, 2015   

Community

bank

    Mortgage      Consolidated  

Net interest income

   $ 92,366      $ 1,506       $ 93,872   

Reversal of loan loss provision

     (3,070     6         (3,064

Mortgage banking income

     18,718        51,472         70,190   

Bargain purchase gain

     2,794                2,794   

Other noninterest income

     19,396                19,396   

Depreciation

     2,934        350         3,284   

Amortization of intangibles

     1,731                1,731   

Merger and conversion expenses

     3,543                3,543   

Other noninterest expense

     84,190        45,744         129,934   
  

 

 

 

Income before income taxes

     43,946        6,878         50,824   

State income tax expense

          2,968   
       

 

 

 

Net income

          47,856   

Total assets

   $ 2,570,071      $ 329,349       $ 2,899,420   

Goodwill

     46,804        100         46,904   

 

 

 

December 31, 2014                       

Net interest income

   $ 83,192      $ 184       $ 83,376   

Loan loss provision

     (2,716             (2,716

Mortgage banking income

     8,958        22,177         31,135   

Other noninterest income

     19,667                19,667   

Depreciation

     2,784        315         3,099   

Amortization of intangibles

     1,613                1,613   

Other noninterest expense

     76,036        21,415         97,451   
  

 

 

 

Income before income taxes

     34,100        631         34,731   

State income tax expense

          2,269   
       

 

 

 

Net income

          32,462   

Total assets

   $ 2,202,978      $ 225,211       $ 2,428,189   

Goodwill

     46,804        100         46,904   

 

 

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

December 31, 2013   

Community

bank

    Mortgage      Consolidated  

Net interest income

   $ 75,055      $ 421       $ 75,476   

Loan loss provision

     (1,519             (1,519

Mortgage banking income

     5,270        18,698         23,968   

Other noninterest income

     17,418                17,418   

Depreciation

     2,665        271         2,936   

Amortization of intangibles

     1,726                1,726   

Other noninterest expense

     66,867        18,055         84,922   
  

 

 

 

Income before income taxes

     28,004        793         28,797   

State income tax expense

          1,894   
       

 

 

 

Net income

          26,903   

Total assets

   $ 2,183,125      $ 75,262       $ 2,258,387   

Goodwill

     46,804        100         46,904   

 

 

Our Community Banking segment provides our Mortgage Banking segment with a warehouse line of credit that is used to fund mortgage loans held for sale. The warehouse line of credit had a prime interest rate of 3.25% for 2015, 2014 and 2013. The amount of interest paid by our Mortgage Banking segment to our Community Banking segment under this warehouse line of credit is recorded as interest income to our Community Banking segment and as interest expense to our Mortgage Banking segment, both of which are included in the calculation of net interest income for each segment. The amount of interest paid by our Mortgage Banking segment to our Community Banking segment under this warehouse line of credit was $8,688 in 2015, $3,647 in 2014 and $2,322 in 2013. The increase in interest payments from 2013 to 2015 resulted from increased mortgage loan originations.

Note (22)—Minimum capital requirements:

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

In July 2013, the Federal Reserve Board and the Federal Deposit Insurance Corporation (FDIC) approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and Bank. The final rules implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act.

Under these recently adopted rules, the leverage and risk-based capital ratios of bank holding companies may not be lower than the leverage and risk-based capital ratios for insured depository institutions. The final rules implementing the Basel III regulatory capital reforms became effective as to the Company and Bank on January 1, 2015 with certain transitional provisions through 2019 and include new minimum risk-based capital and leverage ratios. Moreover, these rules refine the definition of what constitutes “capital” for purposes of calculating those ratios.

The new minimum capital level requirements applicable to bank holding companies and banks subject to the rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6% (increased from 4%); (iii) a total risk-based capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

The rules also establish a “capital conservation buffer” of 2.5% (to be phased in over three years) above the new regulatory minimum capital ratios, and result in the following minimum ratios once the capital conservation buffer is fully phased in: (i) a common equity Tier 1 risk-based capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%. The capital conservation buffer requirement is to be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital levels fall below the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

As of December 31, 2015, the Bank and Company met all capital adequacy requirements to which it is subject. Also, as of June 30, 2015, the most recent notification from the FDIC, the Bank was well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

Actual and required capital amounts and ratios are presented below at year-end (in thousands).

 

      Actual    

For capital

adequacy purposes

   

To be well

capitalized under

prompt corrective

action provisions

 
      Amount      Ratio           Amount           Ratio           Amount           Ratio  

December 31, 2015:

                         

Total Capital (to risk-weighted assets)

                         

FB Financial Corporation

   $ 246,168         11.15%      >    $ 176,623      >      8.0%           N/A           N/A   

FirstBank

     242,240         11.02%      >      175,855      >      8.0%      >    $ 219,819      >      10.0%   

Tier 1 Capital (to risk-weighted assets)

                         

FB Financial Corporation

   $ 211,633         9.58%      >    $ 132,547      >      6.0%           N/A           N/A   

FirstBank

     211,780         9.63%      >      131,950      >      6.0%      >    $ 131,950      >      6.0%   

Tier 1 Capital (to average assets)

                         

FB Financial Corporation

   $ 211,633         7.64%      >    $ 110,803      >      4.0%           N/A           N/A   

FirstBank

     211,780         7.65%      >      110,735      >      4.0%      >    $ 138,418      >      5.0%   

Common Equity Tier 1 Capital –

(to risk-weighted assets)l

                         

FB Financial Corporation

   $ 181,633         8.23%      >    $ 99,313      >      4.5%           N/A           N/A   

FirstBank

     211,780         9.63%      >      98,963      >      4.5%      >    $ 142,946      >      6.5%   

 

 

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

      Actual    

For capital

adequacy purposes

   

To be well

capitalized under

prompt corrective

action provisions

 
      Amount      Ratio           Amount           Ratio           Amount           Ratio  

December 31, 2014:

                         

Total Capital to (risk-weighted assets)

                         

FB Financial Corporation

   $ 219,419         13.18%      >    $ 133,192      >      8.0%           N/A           N/A   

FirstBank

     215,303         12.96%      >      132,887      >      8.0%      >    $ 166,109      >      10.0%   

Tier 1 Capital (to risk-weighted assets)

                         

FB Financial Corporation

   $ 188,478         11.32%      >    $ 66,596      >      4.0%           N/A           N/A   

FirstBank

     188,437         11.34%      >      66,443      >      4.0%      >    $ 99,665      >      6.0%   

Tier 1 Capital (to average assets)

                         

FB Financial Corporation

   $ 188,478         8.10%      >    $ 93,028      >      4.0%           N/A           N/A   

FirstBank

     188,437         8.10%      >      93,012      >      4.0%      >    $ 116,264      >      5.0%   

 

 

 

     Actual     For capital adequacy
purposes
    To be well
capitalized under

prompt corrective
action provisions
 
     Amount     Ratio     Amount     Ratio     Amount     Ratio  

December 31, 2013:

           

Total Capital to (risk-weighted assets)

           

FB Financial Corporation

  $ 200,211        13.41%      ³   $   119,484      ³    8.00%        N/A        N/A   

FirstBank

    196,562        13.20%      ³ 119,121      ³ 8.00%      ³   $   148,901      ³    10.0%   

Tier 1 Capital (to risk-weighted assets)

           

FB Financial Corporation

  $ 171,354        11.47%      ³ $59,742      ³ 4.00%        N/A        N/A   

FirstBank

    171,780        11.54%      ³ 59,560      ³ 4.00%      ³ $89,340      ³ 6.0%   

Tier 1 Capital (to average assets)

           

FB Financial Corporation

  $ 171,354        7.97%      ³ $86,053      ³ 4.00%        N/A        N/A   

FirstBank

    171,780        7.98%      ³ 86,054      ³ 4.00%      ³ $107,568      ³ 5.0%   

 

 

Note (23)—Employee benefit plans:

(A)—401(k) plan:

The Bank has a 401(k) Plan (the “Plan”) whereby substantially all employees participate in the Plan. Employees may contribute the maximum amount of their eligible compensation subject to certain limits based on the federal tax laws. The Bank makes discretionary matching contributions not to exceed 6% of an employee’s total compensation contributed to the Plan. The Bank may also make discretionary Profit Sharing contributions. Matching and profit sharing contributions are vested equally over five years. For the years ended December 31, 2015, 2014 and 2013, the matching portions provided by the Bank to this Plan were $1,290, $922 and $419, respectively. An additional discretionary contribution of 25% match was contributed in 2015 and 2014.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

(B)—Acquired supplemental retirement plans:

In prior years, the Company assumed certain nonqualified supplemental retirement plans for certain former employees of acquired entities. At December 31, 2015, 2014 and 2013, other liabilities on the consolidated balance sheet include post-retirement benefits payable of $1,914, $1,802 and $1,693, respectively, related to these plans. For the years ended December 31, 2015, 2014 and 2013, the Company recorded expense of $313, $314 and $233 respectively, related to these plans and payments to the participants were $202, $205 and $172 in 2015, 2014 and 2013, respectively. The Company also acquired single premium life insurance policies on these individuals. At December 31, 2015, 2014 and 2013, other assets on the consolidated balance sheet include $10,331, $3,125 and $3,033 and reported cash value income (net of related insurance premium expense) of $136, $92 and $94 in 2015, 2014 and 2013, respectively.

(C)—Deferred compensation plans and agreements:

The Company and Bank have established certain long-term deferred compensation plans and entered into agreements to reward and retain certain executives and employees of the Bank. Each plan or agreement is an unfunded general obligation of the Bank. The plans and agreements have varying vesting periods and other terms as follows:

2006 and 2010 FirstBank Equity Based Incentive Plan—The Board of Directors may grant equity-based incentive unit awards. Each unit is valued by dividing 7.5% of the total assets of the Bank by the total number of outstanding common stock shares of the Company. The awards vest at 20% a year, are fully vested at the end of five years and are payable in cash upon 100% vesting of the balance.

2006 FirstBank Preferred Equity Based Incentive Plan—The provisions are the same as above with the exception of a seven year vesting period with cash payout in the eighth year after the award is granted. The grants under this plan were determined in advance and were awarded over a five-year period.

FirstBank 2012 Equity Based Incentive Plan—The Board of Directors may grant equity-based incentive awards; the awards vest 100% at the end of three years of continued service and are paid in cash upon full vesting. The awards are valued by dividing the fair market value of the Company by the number of outstanding shares of common stock. The fair market value of the Company is determined by the average of the sum of (a) 15 times the Company’s after-tax earnings, based on a default tax rate imposed by the Code, and (b) 1.5 times the Company’s tangible book value, defined as the consolidated equity of the Company less unrealized gains (losses) and less goodwill and intangible assets.

Other Agreements—The Bank may at its discretion authorize and approve similar deferred compensation arrangements with executives from time to time. Effective December 31, 2014, the Bank issued an agreement for a key executive to reward service prior to that time in a fixed amount payable in cash upon the earliest occurrence of the following: separation of service, change in control of the Company or December 31, 2019.

Summary—At December 31, 2015, 2014 and 2013, other liabilities in the accompanying consolidated balance sheet include liabilities for these awards totaling $9,452, $9,144 and $4,362, respectively. For the years ended December 31, 2015, 2014 and 2013, the Company incurred expenses related to these plans and agreements totaling $2,921, $5,465 and $2,067, respectively, which is included in salaries and wages in the accompanying statement of income. Additionally, payments under the plans totaled $2,614, $683 and $1,604, respectively, for 2015, 2014 and 2013.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

Note (24)—Related party transactions:

(A) Loans:

The Bank has made and expects to continue to make loans to the directors and executive officers of the Company and their affiliates in the ordinary course of business. In management’s opinion, these transactions with directors and executive officers were made on substantially the same terms as those prevailing at the time for comparable transactions with other unaffiliated persons and did not involve more than the normal risk.

An analysis of loans to executive officers, the shareholder of the Company, and directors of the Bank and their affiliates follows (in thousands):

 

      2015     2014     2013  

Loans outstanding at January 1

   $ 27,581      $ 32,228      $ 25,275   

New loans and advances

     4,554        2,114        8,233   

Repayments

     (2,253     (6,761     (1,280
  

 

 

 

Loans outstanding at December 31

   $ 29,882      $ 27,581      $ 32,228   

 

 

Unfunded commitments to certain executive officers and directors and their associates totaled $4,128, $2,997 and $6,777 at December 31, 2015, 2014 and 2013, respectively.

At December 31, 2015, the Bank held a residential mortgage loan to a related party which was included in loans held for sale totaling $999. Subsequent to December 31, 2015, the mortgage loan was sold on the secondary market.

(B) Deposits:

The Bank held deposits from related parties totaling $68,612, $60,133 and $48,078 as of December 31, 2015, 2014 and 2013, respectively.

(C) Leases:

The Bank leases various office spaces from entities related to the shareholder under varying terms. The Company had $180, $194 and $194 in unamortized leasehold improvements related to these leases at December 31, 2015, 2014 and 2013, respectively. These improvements are being amortized over a term not to exceed the length of the lease. Lease expense for these properties totaled $503, $502, and $504 for the years ended December 31, 2015, 2014 and 2013, respectively. Additionally, the Company has recognized rental income of $58, $57 and $57 from an entity related to the shareholder in the years ended December 31, 2015, 2014 and 2013, respectively.

(D) Data processing:

An entity wholly owned by the shareholder provides data processing, courier and computer services to the Bank. The expense for the services provided by this related party is $-0-, $1,291 and $2,862 for the years ended December 31, 2015, 2014 and 2013, respectively.

 

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Index to Financial Statements

FB Financial Corporation and subsidiaries

Notes to consolidated financial statements

 

(E) Consulting services:

The Bank paid $306 in 2015, 2014 and 2013, respectively; in management consulting services to an entity owned 100% by the shareholder. Additionally, the Company made various other payments to the entity related to travel and miscellaneous items of $61, $117, and $51 during the years ended December 31, 2015, 2014 and 2013, respectively.

(F) Subordinated debt:

On February 12, 1996 the Company borrowed $775 from the shareholder through a term subordinated note. The Company borrowed $3,300 on August 26, 1999 from the shareholder through a term subordinated note. On June 30, 2006, the Company borrowed $6,000 from the shareholder through a term subordinated note. The Company paid interest payments related to these subordinated debentures to the shareholder amounting to approximately $211, $237, and $211 during 2015, 2014 and 2013. The details for these notes are discussed in Note (14)—Long-Term Debt.

(G) Additional paid-in capital:

The shareholder made no capital investment in the Company in 2015, 2014 and in 2013.

(H) Investment securities transactions:

The Company holds an investment in a fund that was issued by an entity owned by one of its directors. The balance in the investment was $1,472, $1,472 and $1,516 as of the years ended December 31, 2015, 2014 and 2013, respectively. The Company received capital distributions of $0, $44 and $74 during the years ended December 31, 2015, 2014 and 2013, respectively.

On June 25, 2014 the Bank sold the Trust Preferred Securities (PreTSL) Series I—Mezzanine Level (CUSIP 740408AC3.) These were sold at par ($1,117) to an entity related to the shareholder plus accrued interest ($32) The transaction settled on June 30, 2014.

The Bank recorded a gain of $582 on the sale and recovered interest of $457. Total proceeds from the sale were $1,149. The Bank recorded OTTI of $449 in prior years and the value was recorded at $110. The Bank requested bids for the investment security from six entities plus the related entity to establish a fair value. Management believes that the bids received by independent parties represent market activity, and as such, represent a fair market value for the security.

Note (25)—Subsequent event:

Effective June 28, 2016 the Company declared a 100-for-1 stock split, increasing the number of issued and authorized shares of common stock from 171,800 to 17,180,000 and 250,000 to 25,000,000, respectively. Additional shares issued as a result of the stock split were distributed immediately upon issuance to the shareholder. Share and per share amounts included in the consolidated financial statements and notes thereto have been retroactively adjusted to reflect the effect of the split for all periods presented, including the reclassification impact of an amount equal to the addition in par value of common stock from additional paid-in capital to common stock.

Effective July 29, 2016 the Company increased the number of authorized shares from 25,000,000 to 75,000,000.

 

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Index to Financial Statements

Until                     , 2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

                Shares

 

 

LOGO

Common Stock

PROSPECTUS

 

J.P. Morgan   UBS Investment Bank   

Keefe, Bruyette & Woods

A Stifel Company

                    , 2016

Neither we nor any of the underwriters have authorized anyone to provide information different from that contained in this prospectus. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus. Neither the delivery of this prospectus nor the sale of our common stock means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these shares of common stock in any circumstances under which the offer or solicitation is unlawful.


Table of Contents
Index to Financial Statements

Part II

Information not required in prospectus

Item 13. Other expenses and issuance and distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, in connection with the sale of shares of our common stock being registered, all of which will be paid by us. All amounts shown are estimates, except for the SEC registration fee, the FINRA filing fee and the NYSE listing fee.

 

Expense category    Amount  

SEC registration fee

   $ 11,580.50   

FINRA filing fee

     *   

NASDAQ Stock Market listing fee

     *   

Legal fees and expenses

     *   

Accounting fees and expenses

     *   

Printing fees and expenses

     *   

Transfer agent and registrar fees and expenses

     *   

Miscellaneous expenses

     *   
  

 

 

 

Total

   $ 11,580.50   

 

*   To be provided by amendment

Item 14. Indemnification of directors and officers.

The TBCA provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if (i) the director or officer acted in good faith, (ii) in the case of conduct in his or her official capacity with the corporation, the director or officer reasonably believed such conduct was in the corporation’s best interest, (iii) in all other cases, the director or officer reasonably believed that his or her conduct was not opposed to the best interest of the corporation and (iv) in connection with any criminal proceeding, the director or officer had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as an officer or director of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that personal benefit was improperly received. Notwithstanding the foregoing, the TBCA provides that a court of competent jurisdiction, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (i) such officer or director was adjudged liable to the corporation in a proceeding by or in right of the corporation, (ii) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him, or (iii) such officer or director breached his duty of care to the corporation.

Our amended and restated charter and amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by law with respect to all liability and loss suffered and expenses reasonably incurred by such person in any action, suit or proceeding in which such person was or is made, or threatened to be made, a party, or is otherwise involved by reason of the fact that such person is or was a

 

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Table of Contents
Index to Financial Statements

director or officer of the Company. In addition, we have a directors’ and officers’ liability insurance policy which provides coverage sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

In addition, our amended and restated charter provides that our directors shall not be personally liable to us or our shareholders for monetary damages for breach of any fiduciary duty as a director of the Company, except to the extent such exemption from liability or limitation thereof is not permitted under the TBCA. Under the TBCA, this provision does not relieve our directors from personal liability to us or our shareholders for monetary damages for breach of fiduciary duty as a director, to the extent such liability arises from a judgment or other final adjudication establishing: (a) any breach of the director’s duty of loyalty; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) any unlawful distributions. Nor does this provision eliminate the duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Tennessee law. Finally, this provision does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

The proposed form of underwriting agreement filed as Exhibit 1 to this registration statement provides for indemnification of our directors and officers by the underwriters against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under any of the foregoing provisions, in the opinion of the Securities and Exchange Commission, that indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Finally, our ability to provide indemnification to our directors and officers is limited by federal banking laws and regulations, including, but not limited to, 12 U.S.C. §1828(k).

Item 15. Recent sales of unregistered securities.

None.

 

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Index to Financial Statements

Item 16. Exhibits and financial statement schedules.

 

(a)   Exhibits

 

Exhibit

number

     Description
    1.1      

Form of Underwriting Agreement.*

    3.1      

Form of Amended and Restated Charter of FB Financial Corporation

    3.2      

Form of Amended and Restated Bylaws of FB Financial Corporation

    4.1      

Form of Registration rights agreement

    5.1      

Form of Opinion of Alston & Bird, LLP*

  10.1      

Form of Tax Sharing Agreement

  10.2      

Form of Shareholder’s Agreement

  10.3      

Deferred Compensation Agreement between FB Financial Corporation and Chris Holmes*

  10.4      

Amendment to Deferred Compensation Agreement between FB Financial Corporation and

Chris Holmes*

  10.5      

Employment Agreement between FB Financial Corporation and Chris Holmes*

  10.6      

Employment Agreement between FB Financial Corporation and James Gordon*

  10.7      

FB Financial Corporation 2016 Long-Term Incentive Plan

  10.8      

Form of Nonstatutory Stock Option Award Certificate pursuant to the FB Financial Corporation 2016

Long-Term Incentive Plan*

  10.9      

Form of Restricted Stock Unit Award Certificate pursuant to the FB Financial Corporation 2016

Long-Term Incentive Plan*

  10.10      

Form of Restricted Stock Award Certificate pursuant to the FB Financial Corporation 2016 Long

-Term Incentive Plan*

  10.11      

FirstBank Preferred Equity Based Incentive Plan, as amended

  10.12      

FirstBank 2012 Equity Based Incentive Plan, as amended

  10.13      

EBI Unit Award Agreement between FB Financial Corporation and Chris Holmes (Fully-Vested)*

  10.14      

EBI Unit Award Agreement between FB Financial Corporation and Chris Holmes (Ratable Vesting)*

  16.1      

Letter from HORNE LLP, dated August 19, 2016, regarding change in accountant

  21.1      

Subsidiaries of FB Financial Corporation

  23.1      

Consent of RSM US LLP

  23.3      

Form of Consent for Alston & Bird, LLP (included as part of Exhibit 5.1)*

  24.1      

Power of Attorney (included on signature page)

 

 

 

*   To be filed by amendment.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

II-3


Table of Contents
Index to Financial Statements

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions described herein, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus as filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-4


Table of Contents
Index to Financial Statements

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 19th day of August, 2016.

 

FB Financial Corporation
By:  

/s/ Christopher T. Holmes

  Name:     Christopher T. Holmes
  Title:       President and Chief Executive officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher T. Holmes and James R. Gordon, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date
/s/    Christopher T. Holmes              August 19, 2016
Christopher T. Holmes   

President, Chief Executive Officer and Director

(Principal Executive Officer)

 
/s/    James R. Gordon              August 19, 2016
James R. Gordon   

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer )

 
/s/    James W. Ayers              August 19, 2016
James W. Ayers    Executive Chairman and Director  
/s/    Orrin H. Ingram              August 19, 2016
Orrin H. Ingram    Director  
/s/    Ruth E. Johnson              August 19, 2016
Ruth E. Johnson    Director  
/s/    Stuart C. McWhorter              August 19, 2016
Stuart C. McWhorter    Director  

 

 

II-5


Table of Contents
Index to Financial Statements

Exhibit index

 

Exhibit

number

     Description
  1.1      

Form of Underwriting Agreement.*

  3.1      

Form of Amended and Restated Charter of FB Financial Corporation

  3.2      

Form of Amended and Restated Bylaws of FB Financial Corporation

  4.1      

Form of Registration rights agreement

  5.1      

Form of Opinion of Alston & Bird, LLC*

  10.1      

Form of Tax Sharing Agreement

  10.2      

Form of Shareholder’s Agreement

  10.3      

Deferred Compensation Agreement between FB Financial Corporation and Chris Holmes*

  10.4      

Amendment to Deferred Compensation Agreement between FB Financial Corporation and Chris Holmes*

  10.5      

Employment Agreement between FB Financial Corporation and Chris Holmes*

  10.6      

Employment Agreement between FB Financial Corporation and James Gordon*

  10.7      

FB Financial Corporation 2016 Long-Term Incentive Plan

  10.8      

Form of Nonstatutory Stock Option Award Certificate pursuant to the FB Financial Corporation 2016 Long-Term Incentive Plan*

  10.9      

Form of Restricted Stock Unit Award Certificate pursuant to the FB Financial Corporation 2016 Long-Term Incentive Plan*

  10.10      

Form of Restricted Stock Award Certificate pursuant to the FB Financial Corporation 2016 Long-Term Incentive Plan*

  10.11      

FirstBank Preferred Equity Based Incentive Plan, as amended

  10.12      

FirstBank 2012 Equity Based Incentive Plan, as amended

  10.13      

EBI Unit Award Agreement between FB Financial Corporation and Chris Holmes (Fully-Vested)*

  10.14      

EBI Unit Award Agreement between FB Financial Corporation and Chris Holmes (Ratable Vesting)*

  16.1      

Letter from HORNE LLP, dated August 19, 2016, regarding change in accountant

  21.1      

Subsidiaries of FB Financial Corporation

  23.1      

Consent of RSM US LLP

  23.3      

Form of Consent for Alston & Bird, LLC (included as part of Exhibit 5.1)*

  24.1      

Power of Attorney (included on signature page)

 

 

 

*   To be filed by amendment.

 

II-6

EX-3.1 2 d241660dex31.htm EX-3.1 EX-3.1

EXHIBIT 3.1

AMENDED AND RESTATED CHARTER

OF

FB FINANCIAL CORPORATION

 

1. Name. The name of the corporation is FB FINANCIAL CORPORATION (the “Corporation”).

 

2. Type. The Corporation is for profit.

 

3. Purpose. The Corporation is organized to do any and all things and to exercise any and all powers, rights, and privileges that a corporation may now or hereafter be organized to do or to exercise under the Tennessee Business Corporation Act, as amended from time to time.

 

4. Duration. The duration of the Corporation is perpetual.

 

5. Incorporator. The Corporation was initially incorporated under the Tennessee General Corporation Act pursuant to a Charter, dated September 25, 1984, executed by the Corporation’s incorporator, James M. Smith, and filed with the Secretary of State of the State of Tennessee on October 26, 1984.

 

6. Registered Agent; Registered Office. The name and address of the registered agent and the registered office of the Corporation are:

C T Corporation System

800 S. Gay Street, Suite 2021

Knoxville, TN 37929

Knox County

 

7. Principal Office. The street address and ZIP code of the Corporation’s principal office in Tennessee are:

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

County of Davidson

 

8. Capital Stock. The maximum number of shares of stock the Corporation is authorized to issue is:

 

  a. 75,000,000 shares of common stock, par value $1.00 per share (the “Common Stock”), which shall be entitled to one vote per share and, upon dissolution of the Corporation, shall be entitled to receive the net assets of the Corporation.

 

  b. 7,500,000 shares of preferred stock, no par value (the “Preferred Stock”). Pursuant to TCA §§ 48-16-101 and 102, the preferences, limitations and relative rights of the Preferred Stock shall be determined by the Board of Directors of the Corporation.


  c. In connection with the adoption of this Amended and Restated Charter of FB Financial Corporation all shares of the Corporation’s Class A Common Stock, par value $1.00 per share, are reclassified as shares of Common Stock.

 

9. No Preemptive Rights. The shareholders of the Corporation shall not have preemptive rights.

 

10. Board of Directors.

 

  a. The business and affairs of the Corporation shall be managed by a Board of Directors. The number of Directors and their terms shall be established in accordance with the Amended and Restated Bylaws of the Corporation (the “Bylaws”). A Director shall hold office until the next annual meeting of shareholders and until his or her successor shall be elected and shall qualify; subject, however, to prior death, resignation, retirement, disqualification, or removal from office. Any vacancy on the Board of Directors, including a vacancy that results from an increase in the number of Directors or a vacancy that results from the removal of a Director with cause, may be filled only by the Board of Directors.

 

  b. Subject to the rights of any voting group established either in the Bylaws or by any applicable shareholders’ agreement, any Director may be removed from office but only for cause and only by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote in the election of Directors, considered for this purpose as one class.

 

  c. Notwithstanding any other provision of this Charter, the affirmative vote of holders of eighty percent (80%) of the voting power of the shares entitled to vote at an election of Directors, voting together as a single class, shall be required to amend or repeal this Article 10 of this Charter, or to amend, alter, change or repeal, or to adopt any provisions of this Charter or of the Bylaws in a manner that is inconsistent with the purpose and intent of this Article 10.

 

11. Liability of Directors. A Director of the Corporation shall have no liability to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a Director provided that this Article 11 shall not eliminate or limit liability of a Director for (i) any breach of the Director’s duty of loyalty to the Corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act or any successor statute is amended or other Tennessee law is enacted after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time, or such successor statute or other Tennessee law. Any repeal or modification of this Article 11 or subsequent amendment of the Tennessee Business Corporation Act or enactment of other applicable Tennessee law shall not affect adversely any right or protection of a Director of the Corporation existing at the time of such repeal, modification, amendment or enactment or with respect to events occurring prior to such time.

 

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12. Indemnification of Directors.

 

  a. The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a Director or officer or is or was serving at the request of the Corporation as a Director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, employee benefit plan, or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors, and administrators), against all expense, liability, and loss (including counsel fees, judgments, fines, ERISA excise taxes, penalties, and amounts paid in settlement) actually and reasonably incurred or suffered in connection with such action, suit, or proceeding, to the fullest extent permitted by applicable law, as in effect on the date hereof and as hereafter amended. Such indemnification shall include advancement of expenses in advance of final disposition of such action, suit, or proceeding, subject to the provision of any applicable law.

 

  b. The indemnification and advancement of expenses provisions of this Article 12 shall not be exclusive of any other right that any person (and his or her heirs, executors, and administrators) may have or hereafter acquire under any statute, this Charter, the Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement, or insurance, purchased by the Corporation or otherwise, both as to action in his or her official capacity and as to action in another capacity. The Corporation is hereby authorized to provide for indemnification and advancement of expenses through its Bylaws, resolution of shareholders, resolution of the Board of Directors, or agreement, in addition to that provided by this Charter.

 

13. Shareholder Meetings; Voting.

 

  a. Special meetings of shareholders may be called at any time, but only by the Chairman of the Board of Directors, the Chief Executive Officer of the Corporation, or upon a resolution by or affirmative vote of the Board of Directors, and not by the shareholders.

 

  b. Notwithstanding any other provision of this Charter, the affirmative vote of holders of eighty percent (80%) of the voting power of the shares entitled to vote at an election of Directors, voting together as a single class, shall be required to amend or repeal this Article 13 of this Charter, or to amend, alter, change or repeal, or to adopt any provisions of this Charter or of the Bylaws in a manner that is inconsistent with the purpose and intent of this Article 13.

This Amended and Restated Charter of FB Financial Corporation shall be effective when filed with the Office of the Tennessee Secretary of State.

 

3


IN WITNESS WHEREOF, the Corporation has cause this Amended and Restated Charter to be signed by its duly authorized officer set forth below.

 

FB FINANCIAL CORPORATION

By:

 

 

Name:

 

 

Title:

 

 

Dated:

 

 

[Signature Page to Amended and Restated Charter]

EX-3.2 3 d241660dex32.htm EX-3.2 EX-3.2

EXHIBIT 3.2

AMENDED AND RESTATED

BYLAWS

OF

FB FINANCIAL CORPORATION

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meeting. Meetings of the shareholders of FB Financial Corporation (the “Corporation”) shall be held at such place either within or without the State of Tennessee as the Board of Directors may determine.

Section 2. Annual and Special Meetings. Annual meetings of shareholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. A special meeting of shareholders may be called at any time, but only by the Chairman of the Board of Directors, the Chief Executive Officer of the Corporation, or upon a resolution by or affirmative vote of the Board of Directors, and not by the shareholders.

Section 3. Notice of Meetings. Except as otherwise provided by law, at least ten (10) days and not more than sixty (60) days before each meeting of shareholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each shareholder. Notice may be provided by mail, private carrier, facsimile transmission or other form of wire, wireless or electronic communication (e.g., e-mail). Notice provided to a shareholder’s e-mail address as indicated on the records of the Corporation shall be deemed proper notice for any purpose set forth in these Bylaws.

Section 4. Record Date. The Board of Directors shall fix as the record date for the determination of shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action, a date that is not more than seventy (70) days before the meeting or action requiring a determination of shareholders. A record date fixed for a shareholders’ meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

Section 5. Shareholders’ List. After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting. Such list will show the address of and number of shares held by each shareholder. The shareholders’ list will be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent or attorney is entitled on written demand to inspect and, subject to the requirements of the Tennessee Business Corporation Act (the “Act”), to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.

 

1


Section 6. Acceptance of Shareholder Documents. If the name signed on a shareholder document (e.g., a vote, consent, waiver, or proxy appointment) corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept such shareholder document and give it effect as the act of the shareholder. If the name signed on such shareholder document does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept such shareholder document and to give it effect as the act of the shareholder if:

(a) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) the name signed purports to be that of a fiduciary representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to such shareholder document;

(c) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the shareholder document;

(d) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to such shareholder document; or

(e) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners, and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a shareholder document if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on such shareholder document or about the signatory’s authority to sign for the shareholder.

Section 7. Quorum. At any meeting of shareholders, the holders of record of a majority of the Corporation’s issued and outstanding capital stock then having voting rights, present in person or represented by proxy, shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 8. Voting and Proxies. Except as otherwise required by law, all matters submitted to a meeting of shareholders (other than director elections) shall be decided by vote of the holders of record, present in person or by proxy, and shall be approved if the votes cast in favor of the matter exceed the votes cast against the matter. Every shareholder entitled to vote at any meeting may do so either in person or by written proxy, which proxy shall be filed with the secretary of the meeting before being voted. Proxies and written ballots may be in any format, including facsimile or any electronic form of communication (e.g., e-mail). Unless otherwise provided by the Act or the Corporation’s charter, as may be amended from time to time (the

 

2


“Charter”), each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. Unless otherwise provided in the Charter, Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 9. Business at Annual and Special Meetings. No business may be transacted at an annual or special meeting of shareholders other than business that is:

(a) specified in a notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or an authorized committee thereof,

(b) otherwise brought before the meeting by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer of the Corporation, or the Board of Directors, or

(c) otherwise brought before the meeting by a “Noticing Shareholder” who complies with the notice procedures set forth in Article I, Section 10 of these Bylaws.

A “Noticing Shareholder” must be either a “Record Holder” or a “Nominee Holder.” A “Record Holder” is a shareholder that holds of record stock of the Corporation entitled to vote at the meeting on the business (including any election of a Director) to be appropriately conducted at the meeting. A “Nominee Holder” is a shareholder that holds such stock through a nominee or “street name” holder of record and can demonstrate to the Corporation such indirect ownership of such stock and such Nominee Holder’s entitlement to vote such stock on such business. Clause (c) of Section 9 of this Article I shall be the exclusive means for a Noticing Shareholder to make Director nominations or submit other business before a meeting of shareholders (other than proposals brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting, which proposals are not governed by these Bylaws). Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at a shareholders’ meeting except in accordance with the procedures set forth in Section 10 of this Article I of these Bylaws and Section 9 of this Article I.

Section 10. Notice of Shareholder Business to be Conducted at a Meeting of Shareholders. In order for a Noticing Shareholder to properly bring any item of business before a meeting of shareholders, the Noticing Shareholder must give timely notice thereof in writing to the Secretary of the Corporation in compliance with the requirements of Section 10 of this Article I. Section 10 of this Article I shall constitute an “advance notice provision” for annual meetings for purposes of Rule 14a-4(c)(1) under the Exchange Act.

(a) To be timely, a Noticing Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation:

(i) in the case of an annual meeting of shareholders, not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the

 

3


date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation; and

(ii) in the case of a special meeting of shareholders called for the purpose of electing Directors, not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the date on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

In no event shall any adjournment or postponement of an annual meeting, or the announcement thereof, commence a new time period for the giving of a shareholder’s notice as described above.

(b) To be in proper form, whether in regard to a nominee for election to the Board of Directors or other business, a Noticing Shareholder’s notice to the Secretary must:

(i) Set forth, as to the Noticing Shareholder and, if the Noticing Shareholder holds for the benefit of another, the beneficial owner on whose behalf the nomination or proposal is made, the following information together with a representation as to the accuracy of the information:

(A) the name and address of the Noticing Shareholder as they appear on the Corporation’s books and, if the Noticing Shareholder holds for the benefit of another, the name and address of such beneficial owner (collectively “Holder”),

(B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and/or of record, and the date such ownership was acquired,

(C) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not the instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) that is directly or indirectly owned beneficially by the Holder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation,

(D) any proxy, contract, arrangement, understanding, or relationship pursuant to which the Holder has a right to vote or has granted a right to vote any shares of any security of the Corporation,

 

4


(E) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a short interest in a security if the Holder directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security),

(F) any rights to dividends on the shares of the Corporation owned beneficially by the Holder that are separated or separable from the underlying shares of the Corporation,

(G) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the Holder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity,

(H) any performance-related fees (other than an asset-based fee) that the Holder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any,

(I) any arrangements, rights, or other interests described in Sections 10(b)(i)(C)-(H) held by members of such Holder’s immediate family sharing the same household,

(J) a representation that the Noticing Shareholder intends to appear in person or by proxy at the meeting to nominate the person(s) named or propose the business specified in the notice and whether or not such shareholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding shares required to approve the nomination(s) or the business proposed and/or otherwise to solicit proxies from shareholders in support of the nomination(s) or the business proposed,

(K) a certification regarding whether or not such shareholder and Shareholder Associated Persons have complied with all applicable federal, state and other legal requirements in connection with such shareholder’s and/or Shareholder Associated Persons’ acquisition of shares or other securities of the Corporation and/or such shareholder’s and/or Shareholder Associated Persons’ acts or omissions as a shareholder of the Corporation,

(L) any other information relating to the Holder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder, and

 

5


(M) any other information as reasonably requested by the Corporation.

Such information shall be provided as of the date of the notice and shall be supplemented by the Holder not later than 10 days after the record date for the meeting to disclose such ownership as of the record date.

(ii) If the notice relates to any business other than a nomination of a Director or Directors that the shareholder proposes to bring before the meeting, the notice must set forth:

(A) a brief description of the business desired to be brought before the meeting (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting, and any material direct or indirect interest of the Holder or any Shareholder Associated Persons in such business, and

(B) a description of all agreements, arrangements and understandings, direct and indirect, between the Holder, and any other person or persons (including their names) in connection with the proposal of such business by the Holder.

(iii) Set forth, as to each person, if any, whom the Holder proposes to nominate for election or reelection to the Board of Directors:

(A) all information relating to the nominee (including, without limitation, the nominee’s name, age, business and residence address and principal occupation or employment and the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the nominee) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected),

(B) a description of any agreements, arrangements and understandings between or among such shareholder or any Shareholder Associated Person, on the one hand, and any other persons (including any Shareholder Associated Person), on the other hand, in connection with the nomination of such person for election as a Director, and

(C) a description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among the Holder and respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand,

 

6


including, without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Holder making the nomination or on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of Item 404 and the nominee were a Director or executive officer of such registrant.

(iv) With respect to each nominee for election or reelection to the Board of Directors, the Noticing Shareholder shall include a completed and signed questionnaire, representation, and agreement required by Article I, Section 11 of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of the proposed nominee to serve as an independent Director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of the nominee.

(c) Notwithstanding anything in Article I, Section 10(a) to the contrary, if the number of Directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for Director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which the public announcement naming all nominees or specifying the size of the increased Board of Directors is first made by the Corporation.

(d) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations thereunder. As used in these By-laws, the term “Shareholder Associated Person” means, with respect to any shareholder, (i) any person acting in concert with such shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such shareholder (other than a shareholder that is a depositary) and (iii) any person controlling, controlled by or under common control with any shareholder, or any Shareholder Associated Person identified in clauses (i) or (ii) above. The terms “affiliate” and “associate” are fairly broad and are defined by reference to Rule 12b-2 under the Exchange Act. An “affiliate” is any “person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.” “Control” is defined as the “possession, direct or indirect, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”

The term “associate” of a person means: (i) any corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (ii) any trust or other estate in which such person has a substantial

 

7


beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a Director or officer of the registrant or any of its parents or subsidiaries.

(e) Only those shareholder nominees who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as Directors. Only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws, provided, however, that, once business has been properly brought before the meeting in accordance with Section 10 of this Article 1, nothing in Section 10(e) of this Article I shall be deemed to preclude discussion by any shareholder of such business, If any information submitted pursuant to Section 10 of this Article by any shareholder proposing a nominee(s) for election as a Director at a meeting of shareholders is inaccurate in any material respect, such information shall be deemed not to have been provided in accordance with Section 10 of this Article 1. Except as otherwise provided by law, the Charter, or these Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in compliance with the procedures set forth in these Bylaws and, if he should determine that any proposed nomination or business is not in compliance with these Bylaws, he shall so declare to the meeting and any such nomination or business not properly brought before the meeting shall be disregarded or not be transacted.

(f) Notwithstanding the foregoing provisions of these Bylaws, a Noticing Shareholder also shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Article I, Section 9 or Article 1, Section 10.

(g) Nothing in these Bylaws shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Notice of shareholder proposals that are, or that the Noticing Shareholder intends to be, governed by Rule 14a-8 under the Exchange Act are not governed by these Bylaws.

Section 11. Submission of Questionnaire. Representation and Agreement. To be eligible to be a nominee for election or reelection as a Director of the Corporation by a Holder, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Article 1, Section 10 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about the background and qualifications of such person and the background of any other person or entity on whose behalf the nomination is being made and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:

(a) is not and will not become a party to:

 

8


(i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the person, if elected as a Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or

(ii) any Voting Commitment that could limit or interfere with the person’s ability to comply, if elected as a Director of the Corporation, with the person’s fiduciary duties under applicable law,

(b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a Director that has not been disclosed therein, and

(c) in the person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Corporation.

ARTICLE II

DIRECTORS

Section 1. Number, Election and Removal of Directors. The Board of Directors of the Corporation shall consist of not less than one (1) nor more than fifteen (15) members. The number of Directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors pursuant to and in compliance with any applicable shareholders’ agreement. Each Director shall serve until the election and qualification of his successor or until his earlier death, resignation or removal as provided in the Charter or these Bylaws. The Directors shall be elected by shareholders at their annual meeting or a special meeting called for that purpose in compliance with these Bylaws. Subject to the provisions contained in any applicable shareholders’ agreement, a Director may be removed only for cause by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock entitled to vote generally in the election of Directors voting together as a single class.

Section 2. Vacancies. Any vacancies and newly created directorships resulting from any increase in the number of Directors may be filled, subject to any applicable shareholders’ agreement, by Directors entitled to cast that number of votes constituting a majority of votes that may be cast by Directors then in office, although less than a quorum, or by the sole remaining Director. Each Director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided. Any Director may resign at any time upon written notice to the Corporation.

Section 3. Voting. Each Director shall be entitled to one vote. Except as otherwise provided by law, the Charter of the Corporation, these Bylaws or any contract or agreement to which the Corporation and its shareholders are parties, at a meeting at which a quorum is present, the vote of a majority of the Directors present shall be the act of the Board of Directors.

 

9


Section 4. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors by resolution, and if so fixed no further notice thereof need be given, provided that unless all the Directors are present at the meeting at which said resolution is passed, the first meeting held pursuant to said resolution shall not be held for at least five (5) days following the date on which the resolution is passed. Special meetings of the Board of Directors may be called at any time by the Chairman, the Chief Executive Officer, or any two (2) Directors.

Section 5. Notice. Meetings (other than regular meetings the dates and times of which are established as provided in Section 4 of this Article II) of the Board of Directors must be preceded by at least twenty-four (24) hours’ notice to each Director. Notice of any special meeting of the Board of Directors shall be delivered personally, by telephone, by mail, by private carrier, by telecopier, by electronic mail or by any other means of communication reasonably calculated to give notice, at such times and at such places as shall from time to time be determined by the Board of Directors, or the Chairman thereof (if any), as applicable. Telephone notice shall be deemed to be given when the Director is personally given such notice in a telephone call to which such Director is a party. Telegraph, teletype, facsimile or other electronic transmission (e.g., e-mail) notice shall be deemed to be given upon completion of the transmission of the message. Notice of a special meeting need not be given to any Director if a written waiver of notice, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting the lack of notice prior thereto or at its commencement.

Section 6. Quorum. At all duly called meetings of the Board of Directors, except as otherwise provided by law, the Charter of the Corporation, these Bylaws or any contract or agreement to which the Corporation and its shareholders are parties, the presence of a majority of the Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present.

Section 7. Committees. The Board of Directors may, by resolution adopted pursuant to Section 3 of this Article II, designate one or more committees, including, without limitation, an Audit Committee, a Compensation Committee, an Executive Committee, and/or a Nominating and Corporate Governance Committee to have such composition and to exercise such power and authority as the Board of Directors shall specify. At a meeting at which a quorum is present, the vote of a majority of the committee members present shall be the act of the committee. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee and subject to the rules and regulations of the New York Stock Exchange.

Section 8. Actions of Board Without Meeting. Unless otherwise provided by the Charter of the Corporation, these Bylaws or applicable law, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the Board of Directors or committee, as the case may be, consent to taking such action without a meeting, in which case, subject to Article II, Section 3 of

 

10


these Bylaws, the vote of a majority of the Directors or committee members, as the case may be, is the act of the Board of Directors or any such committee. The action must be evidenced by one or more written consents describing the action taken, signed, in one or more counterparts, by that number of Directors specified pursuant to the immediately preceding sentence, indicating each such Director’s vote or abstention on the action, and be included with the minutes of proceedings of the Board of Directors or committee.

Section 9. Presence through Communications Equipment. Meetings of the Board of Directors, and any meeting of any Board committee, may be held through any communications equipment (e.g., conference telephone) if all persons participating can hear each other, and participation in a meeting pursuant to this section shall constitute presence at that meeting.

ARTICLE III

OFFICERS

Section 1. General Provisions. The officers of the Corporation shall be a Chief Executive Officer, a President and a Secretary, and may include a Treasurer, Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The officers shall be elected by the Board of Directors at the first meeting of the Board of Directors after the annual meeting of the shareholders in each year or shall be appointed as provided in these bylaws. The Board of Directors may elect other officers, agents and employees, who shall have such authority and perform such duties as may be prescribed by the Board of Directors. All officers shall hold office until the meeting of the Board of Directors following the next annual meeting of the shareholders after their election or appointment and until their successors shall have been elected or appointed and shall have qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary. Any officer, agent or employee of the Corporation may be removed by the Board of Directors with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, but the election or appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights. The compensation of officers, agents and employees elected by the Board of Directors shall be fixed by the Board of Directors or by a committee thereof, and this power may also be delegated to any officer, agent or employee as to persons under his or her direction or control. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 2. Powers and Duties of the Chairman of the Board, the Chief Executive Officer, and the President. The powers and duties of the Chairman of the Board, the Chief Executive Officer, and the President, subject to the supervision and control of the Board of Directors, shall be those usually appertaining to their respective offices and whatever other powers and duties are prescribed by these bylaws or by the Board of Directors.

(a) The Chairman of the Board shall preside at all meetings of the Board of Directors and at all meetings of the shareholders. The Chairman of the Board shall perform such other duties as the Board of Directors may from time to time direct.

 

11


(b) The Chief Executive Officer, in the absence of the Chairman of the Board, shall preside at all meetings of the shareholders and of the Board of Directors (except, with respect to meetings of the Board of Directors, as may be otherwise determined by the Board of Directors). The Chief Executive Officer shall be responsible for carrying out the orders of and the resolutions and policies adopted by the Board of Directors and shall have general management of the business of the Corporation and shall exercise general supervision over all of its affairs. In addition, the Chief Executive Officer shall have such powers and perform such duties as may be provided for herein and as are normally incident to the office and as may be prescribed by the Board of Directors.

(c) The President, in the absence of the Chairman of the Board and the Chief Executive Officer, shall preside at all meetings of the shareholders and of the Board of Directors (except, with respect to meetings of the Board of Directors, as may be otherwise determined by the Board of Directors). The President shall have such powers and perform such duties as may be provided for herein and as are normally incident to the office and as may be prescribed by the Board of Directors or the Chief Executive Officer. The President shall employ and discharge employees and agents of the Corporation, except such as shall be elected by the Board of Directors, and he or she may delegate these powers. The President shall have such powers and perform such duties as generally pertain to the office of the President, as well as such further powers and duties as may be prescribed by the Board of Directors. The President may vote the shares or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any shareholders’ or other consents in respect thereof and may in his or her discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation. The Board of Directors, by resolution from time to time, may confer like powers upon any other person or persons.

Section 3. Powers and Duties of Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors, Chief Executive Officer, or the President may prescribe and shall perform such other duties as may be prescribed by these bylaws. In the absence or inability to act of the President, unless the Board of Directors shall otherwise provide, the Vice President who has served in that capacity for the longest time and who shall be present and able to act, shall perform all duties and may exercise any of the powers of the President. The performance of any such duty by a Vice President shall be conclusive evidence of his or her power to act.

Section 4. Powers and Duties of the Secretary. The Secretary shall have charge of the minutes of all proceedings of the shareholders and of the Board of Directors and shall keep the minutes of all their meetings at which he or she is present. Except as otherwise provided by these bylaws, the Secretary shall attend to the giving of all notices to shareholders and Directors. He or she shall have charge of the seal of the Corporation, shall attend to its use on all documents the execution of which on behalf of the Corporation under its seal is duly authorized and shall attest the same by his or her signature whenever required. The Secretary shall have charge of the record of shareholders of the Corporation, of all written requests by shareholders that notices be mailed to them at an address other than their addresses on the record of shareholders, and of such other books and papers as the Board of Directors may direct. Subject to the control of the Board of Directors, the Secretary shall have all such powers and duties as generally are incident to the position of Secretary or as may be assigned to the Secretary by the President, the Chief Executive Officer, or the Board of Directors.

 

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Section 5. Powers and Duties of the Treasurer. The Treasurer shall have charge of all funds and securities of the Corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the Corporation in such banks or depositaries as the Board of Directors may authorize. The Treasurer may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. The Treasurer shall have all such powers and duties as generally are incident to the position of Treasurer or as may be assigned to the Treasurer by the President, the Chief Executive Officer, or the Board of Directors.

Section 6. Appointment, Powers and Duties of Assistant Secretaries. Assistant Secretaries may be appointed by the Chief Executive Officer or the President or elected by the Board of Directors. In the absence or inability of the Secretary to act, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary. The performance of any such duty shall be conclusive evidence of the Assistant Secretary’s power to act. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

Section 7. Appointment, Powers and Duties of Assistant Treasurers. Assistant Treasurers may be appointed by the Chief Executive Officer or the President or elected by the Board of Directors. In the absence or inability of the Treasurer to act, an Assistant Treasurer may perform all the duties and exercise all the powers of the Treasurer. The performance of any such duty shall be conclusive evidence of the Assistant Treasurer’s power to act. An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may assign to him or her.

Section 8. Delegation of Duties. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors (or in the case of Assistant Secretaries or Assistant Treasurers only, the President) may confer for the time being the powers and duties, or any of them, of such officer upon any other officer or elect or appoint any new officer to fill a vacancy created by death, resignation, retirement or termination of any officer. In such latter event such new officer shall serve until the next annual election of officers.

ARTICLE IV

SHARES OF STOCK

Section 1. Shares with or without Certificates. The Board of Directors may authorize that some or all of the shares of any or all of the Corporation’s classes or series of stock be evidenced by a certificate or certificates of stock. The Board of Directors may also authorize the issue of some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates. The rights and obligations of shareholders with the same class and/or series of stock shall be identical whether or not their shares are represented by certificates.

 

13


Section 2. Shares with Certificates.

(a) If the Board of Directors chooses to issue shares of stock evidenced by a certificate or certificates, each individual certificate shall include the following on its face: (i) the Corporation’s name, (ii) the fact that the Corporation is organized under the laws of the State of Tennessee, (iii) the name of the person to whom the certificate is issued, (iv) the number of shares represented thereby, (v) the class of shares and the designation of the series, if any, which the certificate represents, and (vi) such other information as applicable law may require or as may be lawful.

(b) If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate shall state on its front or back that the Corporation will furnish the shareholder this information in writing, without charge, upon request.

(c) Each certificate of stock issued by the Corporation shall be signed (either manually or in facsimile) by any two officers of the Corporation. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

Section 3. Shares without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the Act, shall, within a reasonable time after the issue or transfer of shares without certificates, send the shareholder a written statement of the information required on certificates by Article IV, Section 2 of these Bylaws and any other information required by the Act. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

Section 4. Subscriptions for Shares. Subscriptions for shares of the Corporation shall be valid only if they are in writing. Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the time when they are made, shall be paid in full at such time, or in such installments and at such periods, as shall be determined by the Board of Directors. All calls for payment on subscriptions shall be uniform as to all shares of the same class or of the same series, unless the subscription agreement specifies otherwise.

Section 5. Transfers. Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by (i) the holder of record thereof, (ii) by his or her legal representative, who, upon request of the Corporation, shall furnish proper evidence of authority to transfer, or (iii) his or her attorney, authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a duly appointed transfer agent. Such transfers shall be made only upon surrender, if applicable, of the certificate or certificates for such shares properly endorsed and with all taxes thereon paid.

 

14


Section 6. Lost. Destroyed or Stolen Certificates. In case of loss, mutilation or destruction of a certificate of stock, a duplicate certificate may be issued upon the terms prescribed by the Board of Directors, including provision for indemnification of the Corporation secured by a bond or other security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

ARTICLE V

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 2. Corporate Books. The books of the Corporation may be kept at such place within or outside the State of Tennessee as the Board of Directors may from time to time determine.

Section 3. Waiver of Notice. Whenever any notice is required to be given pursuant to the Charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except when such person attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any waiver of notice shall be filed with the minutes of the corporate records.

Section 4. Amendment of Bylaws. Subject to the provisions of the Charter of the Corporation, these Bylaws may be altered, amended, or repealed or new bylaws may be adopted by the majority vote of the entire Board of Directors at any regular or special meeting of the Board of Directors. Subject to the provisions of the Charter of the Corporation and notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a lesser vote of the shareholders, these Bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of the holders of at least 80% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.

ARTICLE VI

INDEMNIFICATION

Section 1. Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to each Director and officer of the Corporation, or any person who may have served at the request of the Corporation’s Board of Directors or its President or Chief Executive Officer as a director or officer of another corporation or of a partnership, joint

 

15


venture, trust, employee benefit plan, or other enterprise, including service on a committee formed for any purpose (and, in either case, such person’s heirs, executors and administrators), to the full extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted. Advancement of expenses shall include reasonable legal fees and costs. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a Director or officer (and such person’s heirs, executors and administrators) to the same extent as to a Director or officer, if the Board of Directors determines that doing so is in the best interests of the Corporation.

Section 2. Non-Exclusivity of Rights. The indemnification and expense advancement provisions of Section 1 of this Article VI shall not be exclusive of any other right which any person (and such person’s heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter, provision of these Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement, or insurance (purchased by the Corporation or otherwise), both as to action in such person’s official capacity and as to action in another capacity.

Section 3. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a Director, officer, employee or agent of the Corporation, or who, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation’s Board of Directors or its Chief Executive Officer as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or the Act.

 

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EX-4.1 4 d241660dex41.htm EX-4.1 EX-4.1

EXHIBIT 4.1

 

REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

FB FINANCIAL CORPORATION

AND

JAMES W. AYERS

DATED AS OF                     , 2016


TABLE OF CONTENTS

 

     Page  

1.     DEMAND REGISTRATIONS.

     1   

1.1      Requests for Registration

     1   

1.2      Demand Notice

     1   

1.3      Demand Registration Expenses

     2   

1.4      Short-Form Registrations

     2   

1.5      Priority on Demand Registrations

     2   

1.6      Restrictions on Demand Registrations

     2   

1.7      Selection of Underwriters

     3   

1.8      Other Registration Rights

     3   

2.     PIGGYBACK REGISTRATIONS.

     3   

2.1      Right to Piggyback

     3   

2.2      Piggyback Expenses

     3   

2.3      Priority on Primary Registrations

     3   

2.4      Priority on Secondary Registrations

     3   

3.     REGISTRATION AND COORDINATION GENERALLY.

     4   

3.1      Registration Procedures

     4   

3.2      Registration Expenses

     7   

3.3      Participation in Underwritten Offerings

     8   

3.4      Company Holdback

     8   

3.5      Current Public Information

     9   

3.6      Shelf Take-Downs

     9   

4.     INDEMNIFICATION

     9   

4.1      Indemnification by the Company

     9   

4.2      Indemnification by Ayers

     10   

4.3      Procedure

     11   

4.4      Entry of Judgment; Settlement

     11   

4.5      Contribution

     11   

4.6      Other Rights

     12   

5.     DEFINITIONS.

     12   

6.     MISCELLANEOUS.

     14   

6.1      No Inconsistent Agreements; Foreign Registration

     14   

6.2      Adjustments Affecting Registrable Securities

     14   

6.3      Remedies

     15   

6.4      Amendment and Waiver

     15   

6.5      Successors and Assigns; Transferees

     15   

6.6      Severability

     15   

6.7      Counterparts

     16   

6.8      Descriptive Headings

     16   

6.9      Notices

     16   

 

i


6.10    Delivery by Facsimile

     17   

6.11    Governing Law

     17   

6.12    Exercise of Rights and Remedies

     17   

 

ii


REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made as of                     , 2016 (the “Effective Time”) by and between FB Financial Corporation, a Tennessee corporation (the “Company”) and James W. Ayers (“Ayers”).

RECITALS

WHEREAS, as of the Effective Time, the Shareholder owns all of the outstanding shares of common stock, par value $1.00 per share (the “Common Stock”), of the Company;

WHEREAS, the Company is proposing to consummate an initial public offering of its Common Stock (the “Initial Public Offering”);

WHEREAS, as of the closing of the Initial Public Offering, the Company will have the authority to issue that number of shares of Common Stock as set forth in its registration statement on Form S-1; and

WHEREAS, the parties hereto desire for the Company to provide the registration rights set forth in this Agreement. Unless otherwise noted herein, capitalized terms used herein shall have the meanings set forth in Section 5.

AGREEMENT

 

  NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

 

1. DEMAND REGISTRATIONS.

 

  1.1 Requests for Registration. Subject to the other provisions of this Section 1, Ayers may (on behalf of himself and any of his Affiliate) initiate, after the closing of the Initial Public Offering, an unlimited number of registrations of all or part of his Registrable Securities on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) and, if available, an unlimited number of registrations of all or part of his Registrable Securities on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”); provided that the aggregate proposed gross offering price of the Registrable Securities requested to be registered in any Demand Registration must equal at least $10,000,000 in the case of any Long Form Registration and at least $1,000,000 or include all remaining Registrable Securities held by Ayers in the case of any Short Form Registration.

 

  1.2 Demand Notice. All requests for Demand Registrations shall be made by giving written notice to the Company (a “Demand Notice”). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered.

 

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  1.3 Demand Registration Expenses. The Company will pay all Registration Expenses in connection with any registration initiated as a Demand Registration, whether or not it has become effective.

 

  1.4 Short-Form Registrations. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities requested to be sold). After the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities.

 

  1.5 Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities, other than securities of the Company to be offered by the Company (the “Company Offered Securities”), without the prior written consent of Ayers. If a Demand Registration is an underwritten offering and the managing underwriter(s) advises the Company in writing that in its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, other than Company Offered Securities, the number of Registrable Securities requested to be included in such offering that, in the opinion of such underwriter(s), can be sold without adversely affecting the marketability of the offering, and only then securities that are not Registrable Securities if the managing underwriter(s) has advised that such securities may be included.

 

  1.6 Restrictions on Demand Registrations. The Company will not be obligated to commence a Public Offering upon a Demand Registration for (i) one hundred eighty (180) days after the closing of the Initial Public Offering and (ii) ninety (90) days after the closing of any other Public Offering, in each case, except to the extent that the managing underwriter(s) agrees to a shorter lock-up period. The Company may postpone for up to thirty (30) days (from the date of the request) the filing or the effectiveness of a registration statement for a Demand Registration if and so long as the Company determines that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, registration or issuance of securities, financing or other material transaction; provided, that in such event, the Company will pay all Registration Expenses in connection with such registration. The Company may not postpone a Demand Registration more than two (2) times in any twelve (12)-month period.

 

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  1.7 Selection of Underwriters. Ayers shall have the right to select the underwriter or underwriters to administer the offering for a Demand Registration.

 

  1.8 Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company, other than this Agreement. Except as provided in this Agreement, the Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the approval of Ayers.

 

2. PIGGYBACK REGISTRATIONS.

 

  2.1 Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act, including any registration pursuant to Section 1.1 above (other than in connection with registration on Form S-4 or Form S-8 or any successor or similar form) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give prompt written notice to Ayers of its intention to effect such a registration and, subject to Sections 2.3 and 2.4 below, will include in such registration all Registrable Securities held by Ayers with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the delivery of the Company’s notice. Each such Company notice shall specify the approximate number of Company equity securities to be registered and the anticipated per share price range for such offering.

 

  2.2 Piggyback Expenses. The Registration Expenses of Ayers will be paid by the Company in all Piggyback Registrations, whether or not any such registration becomes effective.

 

  2.3 Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter(s) advises the Company in writing (with a copy to each applicable party hereto requesting registration of Registrable Securities) that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering, the Company will include in such registration: (a) first, the securities the Company proposes to sell, (b) second, the Registrable Securities requested to be included in such registration by Ayers, and (c) third, other securities requested to be included in such registration.

 

  2.4

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Company securities (other than Ayers), and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in

 

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  such registration: (a) first, the securities requested to be included therein by the applicable holders requesting registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of shares owned by each such holder, and (b) second, other such securities requested to be included in such registration.

 

3. REGISTRATION AND COORDINATION GENERALLY.

 

  3.1 Registration Procedures. Whenever Ayers requests that any of his Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as expeditiously as reasonably practicable:

(a) prepare and (within sixty (60) days after the end of the period within which requests for inclusion in such registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by Ayers for any registration in which Ayers participates copies of all such documents proposed to be filed, which documents will be subject to review by such counsel);

(b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective (A) for at least ninety (90) days (subject to extension pursuant to Section 3.3(b)) or until Ayers has completed the distribution described in the registration statement relating to such distribution, whichever occurs first or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (B) in the case of a Shelf Registration, until the earlier of (I) the date on which all Registrable Securities have been sold under the Shelf Registration or otherwise no longer qualify as Registrable Securities, (II) when all such Registrable Securities can be sold in any ninety (90)-day period under Securities Act Rule 144, and (III) the latest date allowed by applicable law, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by Ayers thereof set forth in such registration statement;

(c) furnish to Ayers such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as Ayers may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Ayers;

 

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(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Ayers reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable Ayers to consummate the disposition in such jurisdictions of the Registrable Securities owned by Ayers (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in respect of doing business in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) promptly notify Ayers, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of Ayers, the Company will prepare and furnish to Ayers a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the prospective purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(h) enter into such customary agreements (including underwriting agreements in customary form) and perform the Company’s obligations thereunder and take all such other actions as Ayers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (which might include effecting a stock split or a combination of shares);

(i) make available for inspection by Ayers, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by Ayers or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by Ayers, underwriter, attorney, accountant or agent in connection with such registration statement, and to cooperate and participate as reasonably requested by Ayers in road show presentations, in the preparation of the registration statement, each amendment and supplement thereto, the prospectus included therein, and other activities as Ayers may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Ayers;

 

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(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;

(l) obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement) addressed to Ayers, signed by the Company’s independent public accountants in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as Ayers may reasonably request;

(m) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature (in a form reasonably acceptable to Ayers);

(n) cooperate with Ayers and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or Ayers may request;

(o) notify counsel for Ayers and the managing underwriter(s), immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the

 

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Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(p) use its reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus;

(q) if requested by the managing underwriter(s) or Ayers, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) or Ayers reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by Ayers to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; and

(r) cooperate with Ayers and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.

The Company may require Ayers to furnish the Company such information relating to the sale or registration of such securities regarding Ayers and the distribution of Ayers’ securities as the Company may from time to time reasonably request in writing.

 

  3.2 Registration Expenses.

(a) All expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be paid by the Company in respect of each Demand Registration and each Piggyback Registration, whether or not it has become effective, including that the Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed.

 

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(b) In connection with each Demand Registration and each Piggyback Registration, whether or not it has become effective, the Company will pay, and reimburse Ayers for the payment of, the reasonable fees and disbursements of one counsel selected by Ayers, and such expenses shall be considered Registration Expenses hereunder.

(c) For the avoidance of doubt, any underwriting discount or commission with respect to the sale of any Registrable Securities shall be borne by Ayers and shall not be considered Registration Expenses.

 

  3.3 Participation in Underwritten Offerings.

(a) Ayers may not participate in any registration hereunder which is underwritten unless Ayers (i) agrees to sell Ayers’ securities on the basis provided in any underwriting arrangements approved by the Person entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that Ayers will not be required to sell more than the number of Registrable Securities that Ayers has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(b) Ayers agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(e) above, Ayers will forthwith discontinue the disposition of his Registrable Securities pursuant to the registration statement until the Ayers’ receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 3.1(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 3.1(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when Ayers shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(e).

 

  3.4 Company Holdback.

(a) The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during (a) with respect to any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (b) upon notice from Ayers that Ayers intends to effect an underwritten distribution of Registrable Securities pursuant to a Shelf Registration, the seven (7) days prior to and the ninety (90)-day period beginning on the date of the commencement of such distribution, in each case except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8, and in each case unless the managing underwriter(s) otherwise agrees.

 

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(b) Ayers agrees, if requested by the Company and the managing underwriter of Registrable Securities in connection with any underwritten public offering of the Company and if the Company’s executive officers and directors so agree, not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any equity securities of the Company (or any other security the value of which is derived by reference to the equity securities of the Company) held by Ayers for ninety (90) days following the effective date of the relevant registration statement in connection with any public offering of Registrable Securities, as such underwriter shall specify reasonably and in good faith. Ayers agrees, if requested by the Company and the managing underwriter, to execute a separate letter reflecting the agreement set forth in this Section 3.4(b).

 

  3.5 Current Public Information. At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Exchange Act, the Company will use its reasonable efforts to timely file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as Ayers may reasonably request, all to the extent required to enable Ayers pursuant to Securities Act Rule 144.

 

  3.6 Shelf Take-Downs. At any time that a Shelf Registration is effective, if Ayers delivers a written notice to the Company (a “Take-Down Notice”) stating that he intends to effect an offering of all or part of his Registrable Securities included on the Shelf Registration, whether such offering is underwritten or non-underwritten (provided that such underwritten offering is for more than $2,000,000) (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then, the Company shall amend or supplement the Shelf Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. In connection with any Shelf Offering, in the event that the managing underwriter(s), if any, advises the Company in writing that in its opinion the number of Registrable Securities to be included in such Shelf Offering exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability of the offering, such managing underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 1.5.

 

4. INDEMNIFICATION

 

  4.1

Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, Ayers and, as applicable, his agents (including, but not limited to, his officers, directors, trustees, employees, stockholders, holders of beneficial interests, members, and general and limited partners (collectively, Ayers’ “Indemnitees”)) and each Person who controls Ayers (within the meaning of the Securities Act) against any and all losses,

 

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  claims, damages, liabilities, joint or several, to which such holder or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, together with any documents incorporated therein by reference or, (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse Ayers and each of his Indemnitees for any legal or any other expenses, including any amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by Ayers expressly for use therein. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of Ayers.

 

  4.2

Indemnification by Ayers. In connection with any registration statement in which Ayers is participating, Ayers will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by Ayers expressly for use therein, and Ayers will reimburse the Company and each such Indemnitee for any legal or any other

 

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  expenses including any amounts paid in any settlement effected with the consent of Ayers, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be limited to the net amount of proceeds received by Ayers from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by Ayers in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

 

  4.3 Procedure. Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, however, that the failure of any indemnified party to give such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to give such notice), and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

 

  4.4 Entry of Judgment; Settlement. The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

 

  4.5

Contribution. If the indemnification provided for in this Section 4 is, other than expressly pursuant to its terms, unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (a) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and Ayers and any other sellers participating in the registration statement on the other hand from the sale of Registrable Securities pursuant to the registered offering of securities as to which indemnity is sought or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is

 

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  appropriate to reflect the relative benefits referred to in clause (a) above but also the relative fault of the Company on the one hand and Ayers and any other sellers participating in the registration statement on the other hand in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and Ayers and any other sellers participating in the registration statement on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to Ayers and any other sellers participating in the registration statement. The relative fault of the Company on the one hand and Ayers and any other sellers participating in the registration statement on the other hand shall be determined by reference to, among other things, whether the untrue or alleged statement or omission to state a material fact relates to information supplied by the Company or by Ayers or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and Ayers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4, Ayers shall not be required to contribute any amount in excess of the net proceeds received by Ayers covered by the registration statement filed pursuant hereto, less any other amounts paid by Ayers in respect of such untrue statement, alleged untrue statement, omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

 

  4.6 Other Rights. The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

 

5. DEFINITIONS.

Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.

 

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Board” shall mean the Board of Directors of the Company.

Demand Registrations” shall mean Long-Form Registrations and Short-Form Registrations requested pursuant to Section 1.1.

Discriminate” shall mean, with respect to a specified Person, to change the rights of such specified Person as compared to other applicable Persons in a manner that is, or is reasonably expected to be, materially and adversely different than the changes to the rights of the other applicable Persons.

Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force.

Initial Public Offering” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).

Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

Registrable Securities” shall mean (a) any share of Common Stock owned by Ayers as of the Effective Time or thereafter acquired (other than through the exercise of options), and (b) any common equity securities issued or issuable directly or indirectly with respect to any of the foregoing securities referred to in clause (a) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Registrable Securities, such shares will cease to be Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Securities Act Rule 144 or sold in a block sale to a financial institution in the ordinary course of its trading business, in each case in compliance with this Agreement. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

Related Transfer” means any Transfer by Ayers or any Related Transferee of Ayers to any Related Transferee.

Related Transferee” means with respect to Ayers or any Related Transferee of Ayers, (a) a spouse, (b) any child or grandchild, (c) any parent or spouse of any child, grandchild or parent, (d) any trust created for the benefit of any of the foregoing or for the benefit of Ayers or any Related Transferee of Ayers, (e) any court-appointed legal representative of the estate of Ayers or the estate of any Related Transferee of Ayers, including, but not limited to, an administrator, personal representative, or executor, as established by letters testamentary, letters of

 

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administration, or other similar instrument issued by a court of competent jurisdiction or (f) any entity created for the benefit of Ayers or any Related Transferee of Ayers or one or more members of such Person’s family where all of the ownership interests of such entity are held directly or indirectly by or for the benefit of only such Person and such family members.

Rule 144” shall mean Securities and Exchange Commission Rule 144 under the Securities Act, as Rule 144 may be amended from time to time, or any similar successor rule that may be issued by the Securities and Exchange Commission.

Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, in each case as amended from time to time.

Securities and Exchange Commission” includes any governmental body or agency succeeding to the functions thereof.

Shelf Registration” shall mean the filing of a Short-Form Registration with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect).

Stock” shall mean the capital stock of the Company. For clarification purposes, as of the Effective Time, the Common Stock constitutes all of the Company’s issued and outstanding capital stock.

Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Registrable Securities (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

 

6. MISCELLANEOUS.

 

  6.1 No Inconsistent Agreements; Foreign Registration. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to Ayers in this Agreement. In the event the Board and Ayers approve a public offering or a sale of the Common Stock of the Company (or other securities representing, or exercisable for or convertible into, shares of common stock) pursuant to the securities laws of a country other than the United States of America, the Board shall have the power to amend this Agreement in such manner as it shall deem reasonably necessary to ensure that the provisions of this Agreement will apply in as close to the same manner as possible under such foreign securities laws, and to otherwise preserve and give effect to the rights of the parties hereto.

 

  6.2

Adjustments Affecting Registrable Securities. The Company will not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of Ayers to include his Registrable Securities in a registration undertaken pursuant to this Agreement (including, without limitation, effecting a stock split or a combination of shares). If Ayers creates a new holding company (“Holdco”), the result of which is that the

 

14


  stockholders of the Company immediately before such event become all the stockholders of Holdco, then in each instance the provisions of this Agreement will, in addition to applying to the Company, also apply to Holdco in the same manner as if Holdco were substituted for the Company throughout this Agreement.

 

  6.3 Remedies. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies at law or in equity existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

 

  6.4 Amendment and Waiver. This Agreement may be amended, modified, extended, terminated or waived (an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Ayers; provided, that the admission of new parties pursuant to the terms of Section 6.5 shall not constitute an Amendment of this Agreement for purposes of this Section 6.4. Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party. The failure of any party to enforce any provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 6.4, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

 

  6.5 Successors and Assigns; Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Related Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them). Any Related Transferee receiving shares of Registrable Securities in a Related Transfer shall become a party to this Agreement and subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such shares to such transferee. Prior to the Related Transfer of any Registrable Securities to any Related Transferee, and as a condition thereto, the Person effecting such Related Transfer shall cause such Related Transferee to deliver to the Company its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement.

 

  6.6

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if

 

15


  any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

  6.7 Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile or electronic transmission in portable document format (pdf)), each of which shall be an original and all of which taken together shall constitute one and the same Agreement.

 

  6.8 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

 

  6.9 Notices. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile, or (c) sent by overnight courier, in each case, addressed as follows:

If to the Company, to:

FB Financial Corporation

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

Attn: General Counsel

Facsimile: (615)        -        

with a copy (which shall not constitute notice) to:

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309

Attention: Kyle G. Healy

Facsimile: (404) 253-8131

If to Ayers, to:

James W. Ayers

Facsimile: (        )         -        

with a copy (which shall not constitute notice) to:

 

16


Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two (2) business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

 

  6.10 Delivery by Facsimile. This Agreement and any signed agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

 

  6.11 Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Tennessee without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

 

  6.12 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature Pages Follow]

 

17


IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement on the day and year first above written.

 

FB FINANCIAL CORPORATION
By:  

 

Name:  
Title:  
James W. Ayers:
By:  

 

EX-10.1 5 d241660dex101.htm EX-10.1 EX-10.1

EXHIBIT 10.1

S CORPORATION TERMINATION AND

TAX SHARING AGREEMENT

This S Corporation Termination and Tax Sharing Agreement, dated as of             , 2016 (the “Agreement”), is made by and between FB Financial Corporation, a Tennessee corporation (the “Company”), and James W. Ayers (the “Shareholder”).

RECITALS:

A. The Company has elected to be an S corporation (the “S Election”) under Section 1362 of the Internal Revenue Code of 1986, as amended (the “Code”).

B. The Company intends to conduct an initial public offering registered under the Securities Act of 1933, as amended (the “Public Offering”).

C. Upon the consummation of the Public Offering, the Company’s status as an S corporation will terminate.

D. The Shareholder is currently the only shareholder of the Company, and will continue to be so until immediately before the consummation of the Public Offering.

E. In connection with the Public Offering, the Company and the Shareholder desire to set forth their agreement that the Company shall bear the risk of any additional tax liability, as well as any related losses, costs and expenses, resulting from a final determination made by a competent tax authority to the taxable income the Company reported as an S Corporation.

F. In addition, in connection with the Public Offering, the Company and the Shareholder desire to set forth their agreement that in the event that a favorable tax adjustment with respect to one party corresponds to an unfavorable tax adjustment with respect to the other, the party enjoying the favorable tax adjustment will indemnify the party suffering the unfavorable tax adjustment.

AGREEMENT:

NOW, THEREFORE, for mutual consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Shareholder do hereby covenant and agree as follows:

ARTICLE 1

DEFINITIONS

The following terms, as used herein, have the following meanings:

AAA” shall have the meaning assigned to that term by Section 1368(e)(1) of the Code.

Assumed Tax Rate” means, with respect to any tax period, the maximum combined federal and state income tax rates applicable for such period, taking into account the deductibility of state income tax for federal income tax purposes, applicable to an individual resident in Tennessee.


C Short Year” shall have the meaning set forth in Section 1362(e)(1)(B) of the Code.

Code” shall have the meaning set forth in Recital A.

Post-Termination Distribution” shall mean a cash distribution during the Post-Termination Transition Period as set forth in Section 1371(e) of the Code to the extent it does not exceed the AAA.

Post-Termination Transition Period” shall have the meaning set forth in Section 1377(b)(1) of the Code and shall begin on the day after the last day of the Company’s S Short Year.

Public Offering” shall have the meaning set forth in Recital B.

S Corporation” shall have the meaning set forth in Section 1361 of the Code.

S Corporation Taxable Income” shall mean, for periods beginning on or after the date the Company became an S corporation and ending with the close of the last day of the S Short Year, the sum of (i) the Company’s items of separately stated income and gain (within the meaning of Section 1366(a)(1)(A) of the Code) reduced, to the extent applicable, by the Company’s separately stated items of deduction and loss (within the meaning of Section 1366(a)(1)(A) of the Code) and (ii) the Company’s nonseparately computed net income (within the meaning of Section 1366(a)(l)(B) of the Code).

S Corporation Tax Year” means any taxable period during which the Company had an S Election in effect, including the S Short Year.

S Election” shall have the meaning set forth in Recital A.

S Short Year” shall have the meaning set forth in Section 1362(e)(1)(A) of the Code.

S Termination Year” shall have the meaning set forth in Section 1362(e)(4) of the Code.

Tax Proceeding” shall have the meaning set forth in Section 2.02.

Termination Date” shall mean the date on which the Company’s status as an S corporation is terminated by reason of the consummation of the Public Offering.

Treasury Regulations” means the regulations promulgated by the United States Treasury Department under the Code.

 

2


ARTICLE 2

S CORPORATION TERMINATION AND TAX SHARING

2.01 Termination of S Corporation Status. The Company’s status as an S corporation shall terminate pursuant to Section 1362(d)(2) of the Code on the Termination Date.

2.02 Payments Related to Future Adjustments. In the event that any final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise, which determination occurs after the Termination Date (each, a “Tax Proceeding”)) results in an increase in the taxable income of the Company for any year during which the Company qualified as an S Corporation, including the S Short Year, the Company shall distribute to the Shareholder within 30 days of such final determination, cash in an amount equal to (i) the product of (A) the amount of increase in taxable income resulting from the adjustment and (B) the Assumed Tax Rate plus (ii) any interest and penalties imposed thereon.

2.03 Liability for Taxes Incurred During the S Short Year and for Tax Periods Ending Prior to the Termination Date. The Shareholder covenants and agrees that: (i) he has duly included (to the best of his knowledge), or will duly include, in his federal, state, and local income tax returns his respective allocable shares of all items of income, gain, loss, deduction, or credit attributable to the S Short Year of the Company, (ii) such returns shall, to the extent required by applicable law, include his allocable share of S Corporation Taxable Income of the Company from all sources through and including the close of business on the last day of the S Short Year of the Company, and (iii) he shall, to the extent required by applicable law, pay any and all taxes he is required to pay, as a result of being a shareholder of the Company, for all taxable periods (or that portion of any period) during which the Company was an S Corporation.

2.04 Shareholder Indemnification for Tax Liabilities. The Shareholder hereby indemnifies and holds the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year and the primary liability of the Shareholder, or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of a Tax Proceeding) to the taxable income of the Shareholder for any period, including the S Short Year or thereafter, and which (in the case of this clause (ii)) are attributable to a decrease for any period in the Shareholder’s taxable income and a corresponding increase for any period in the taxable income of the Company.

2.05 Company Indemnification for Tax Liabilities. The Company hereby indemnifies and agrees to hold the Shareholder harmless from, against and in respect of income tax liabilities (including interest and penalties imposed thereon), if any, incurred by the Shareholder as a result of a final determination of an adjustment (by reason of a Tax Proceeding) to the taxable income of the Company for any period ending after the Termination Date (including, without limitation, the C Short Year) which results in an increase for any period in the taxable income of the Shareholder. The Company shall distribute cash in an amount equal to (i) the product of (A) the amount of such increase in the taxable income resulting from such final determination and (B) the Assumed Tax Rate, plus (ii) any interest and penalties imposed thereon.

 

3


2.06 Payments. The Shareholder or the Company, as the case may be, shall make any payment required under Sections 2.04 or 2.05 of this Agreement within 30 days after receipt of notice from the other party that a final determination of an adjustment (by reason of a Tax Proceeding) has occurred and a payment is due by such party to the appropriate taxing authority.

2.07 Termination Payments to Shareholder. Immediately prior to or as soon as possible after the Termination Date, the Company shall determine the amount of the AAA of the Company, and as soon as reasonably possible after the Termination Date shall distribute to the Shareholder an amount equal to such amount (the “Distribution Amount”). For purposes of this Section 2.07, the AAA shall be determined by the Company in accordance with the Company’s books and records and consistent with Section 1368 of the Code and the Treasury Regulations thereunder.

ARTICLE 3

ALLOCATION OF INCOME

3.01 Short Taxable Years. The parties acknowledge that the taxable year in which the S corporation status of the Company is terminated will be an “S Termination Year” for tax purposes, as defined in Section 1362(e)(4) of the Code. Pursuant to Section 1361(e)(1) of the Code, the S Termination Year of the Company shall be divided into two short taxable years: an “S Short Year” and a “C Short Year.” As defined in Section 1362(e)(1)(A) of the Code, the S Short Year shall be that portion of the Company’s S Termination Year ending on the day immediately preceding the Termination Date. Pursuant to Section 1362(e)(1)(B) of the Code, that portion of the S Termination Year beginning on the Termination Date and ending on the last day of the taxable year shall be the C Short Year of the Company.

3.02 Closing of the Books. The Company and the Shareholder understand that for tax purposes (including for purposes of determining the Company’s S Corporation Taxable Income for its S Short Year) the Company will allocate its items of income, gain, loss, deduction and credit for its calendar year between the S Short Year and the C Short Year based on a “closing of the books.”

ARTICLE 4

TAX MATTERS

4.01. Refunds. If the Company receives a refund of any income tax (including penalties and interest) for any period prior to the Termination Date, or as to which it has previously been indemnified by the Shareholder, the Company shall pay an amount equal to such refund, within 30 days after receipt thereof, to the Shareholder on the last day of any applicable period to which the refund relates. If the Shareholder receives a refund of any income tax (including penalties and interest) as to which it has previously been indemnified by the Company, he shall, within 30 days after receipt thereon, remit an amount equal to such refund to the Company (for the avoidance of doubt, such refund shall be determined assuming the Shareholder’s only items of income, loss or deduction arise from the Company during the S Short Year).

 

4


4.02. Notice and Tax Proceedings.

(a) Any time that the Shareholder believes he may be entitled to a payment under this Agreement as a result of a Tax Proceeding he shall use reasonable efforts to promptly notify the Company of such Proceeding.

(b) The Company will have the option to represent itself in any Tax Proceeding, at its own expense and using advisors of the Company’s choice.

(c) The Shareholder shall cooperate fully with the Company in any Tax Proceeding and shall have the right, but not the obligation, to participate in such Proceeding at his own expense.

(d) Breach by the Shareholder of any of the provisions of this Section 4.01 will terminate the Company’s obligation to make payments to the Shareholder under Article 2 to the extent any such breach materially prejudices the result of any Tax Proceeding.

4.03. Inconsistent Reporting. If the Shareholder hereafter reports an item on the Shareholder’s income tax return in a manner materially inconsistent with the tax treatment reflected in the Schedule K-1 or other tax information provided to the Shareholder by the Company for a taxable period during which the Company had an S Election in effect, the Shareholder shall notify the Company of such treatment before filing the Shareholder’s income tax return. If the Shareholder fails to notify the Company of such inconsistent reporting, the Shareholder shall be liable to the Company for any losses, costs or expenses (including reasonable attorneys’ fees) arising from such inconsistent reporting, including an audit.

ARTICLE 5

MISCELLANEOUS

5.01 Post-Termination Distributions. To the extent practicable and to the extent consistent with applicable law, payments or other distributions made to the Shareholder pursuant to Article 2 will be treated as Post-Termination Distributions for U.S. federal income tax purposes and any correspondingly applicable state and/or local tax purposes.

5.02 Other Distributions. To the extent that the Company’s tax return preparers determine that such payments or distributions cannot be properly treated as Post-Termination Distributions, then the amount of any distribution made to the Shareholder pursuant to Article 2 shall be increased by the amount of the Shareholder’s additional tax liability, if any, resulting from such payments or distributions, as reasonably determined by the Company’s tax return preparers, plus an amount equal to any additional tax liability resulting from the payment pursuant to this Section 5.01, assuming that the Shareholder pays tax at the Assumed Tax Rate.

5.03 Confidentiality. Each of the parties agrees that any information furnished pursuant to this Agreement is confidential and, except as and to the extent required by law or otherwise during the course of an audit or contest or other administrative or legal proceeding, shall not be disclosed to any person or entity.

 

5


5.04 Successors and Access to Information. This Agreement shall be binding upon and inure to the benefit of any successor, heirs or personal representatives to any of the parties, by merger, acquisition of assets or stock in the Company or otherwise, to the same extent as if the successor, heir or personal representative had been an original party to this Agreement or the Shareholder for the taxable period in question, and in such event, all references herein to a party shall refer instead to the successor, heir or personal representative of such party; provided, however, that for purposes of calculating the tax liability to which any payments under this Agreement would relate, the original Shareholder’s tax liability shall be taken into account, but any payments in connection therewith shall be made to the successor, heir or personal representative of the original Shareholder.

5.05 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the State of Tennessee.

5.06 Headings. The headings in this Agreement are for convenience only and shall not be deemed for any purpose to constitute a part or to affect the interpretation of this Agreement.

5.07 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one counterpart.

5.08 Electronic Transmission. Any facsimile or electronically transmitted copies hereof or signature hereon shall, for all purposes, be deemed originals.

5.09 Notices. Any notice or communication required or permitted to be given under this Agreement shall be in writing (including telecopy communication) and mailed, telecopied or delivered to the parties at the addresses specified in Schedule A or at such other address as one party may specify by notice to the other party. All such notices and communications shall be effective when received. Any payment required to be made under this Agreement shall be mailed or delivered to the parties at the addresses specified in Schedule A or at such other address or account as one party may specify by notice to the other party.

5.10 Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent practicable. In any event, all other provisions of this Agreement shall be deemed valid, binding, and enforceable to their full extent.

5.11 Effective Date and Survival. This Agreement shall be effective as of the consummation of the Public Offering and shall remain in force and be binding so long as the applicable period of assessments (including extensions) remains unexpired for any taxes contemplated by this Agreement; provided, however, that if the Public Offering has not been consummated on or before December 31, 2016, this Agreement will be void, having no force or effect.

 

6


5.12 Successor Provisions. Any reference herein to any provisions of the Code or Treasury Regulations shall be deemed to include any amendments or successor provisions thereto as appropriate.

5.13 Integration; Amendments. Except as explicitly stated herein, this Agreement embodies the entire understanding between the parties relating to its subject matter and supersedes and terminates all prior agreements and understandings among the parties with respect to such matters. No promises, covenants or representations of any kind, other than those expressly stated herein, have been made to induce any party to enter into this Agreement. This Agreement shall not be modified or terminated except by a writing duly signed by each of the parties hereto, and no waiver of any provisions of this Agreement shall be effective unless in a writing duly signed by the party sought to be bound.

5.14 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF THIS AGREEMENT. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.

[Signature Page Follows]

 

7


IN WITNESS WHEREOF, the parties have executed this S Corporation Termination and Indemnification Agreement on the date first set forth above.

 

COMPANY:

FB FINANCIAL CORPORATION,

a Tennessee corporation

By:  

 

Name:  

 

Title:  

 

SHAREHOLDER:

 

James W. Ayers


SCHEDULE A

Notices

To the Company:

[                        ]

[                        ]

Attn: [        ]

Fax: [            ]

With a copy to:

[                        ]

[                        ]

Attn: [        ]

Fax: [            ]

To the Shareholder:

[                        ]

[                        ]

Attn: [        ]

Fax: [            ]

With a copy to:

[                        ]

[                        ]

Attn: [        ]

Fax: [            ]

EX-10.2 6 d241660dex102.htm EX-10.2 EX-10.2

EXHIBIT 10.2

 

SHAREHOLDER’S AGREEMENT

BY AND BETWEEN

FB FINANCIAL CORPORATION

AND

JAMES W. AYERS

DATED AS OF                     , 2016

 


TABLE OF CONTENTS

 

SECTION 1. DEFINITIONS

     1   

1.1.      Drafting Conventions; No Construction Against Drafter.

     1   

1.2.      Defined Terms.

     2   

SECTION 2. REPRESENTATIONS AND WARRANTIES

     4   

2.1.      Representations and Warranties of the Shareholder.

     4   

2.2.      Representations and Warranties of Company.

     4   

SECTION 3. BOARD MATTERS

     4   

3.1.      Board of Directors.

     4   

3.2.      Committees of the Board of Directors.

     6   

3.3.      Additional Management Provisions.

     6   

3.4.      Company.

     7   

SECTION 4. MISCELLANEOUS PROVISIONS

     7   

4.1.      Confidentiality.

     7   

4.2.      Reliance.

     8   

4.3.      Access to Agreement; Amendment and Waiver; Actions of the Board.

     8   

4.4.      Notices.

     8   

4.5.      Counterparts.

     9   

4.6.      Remedies; Severability.

     9   

4.7.      Entire Agreement.

     9   

4.8.      Termination.

     9   

4.9.      Governing Law.

     9   

4.10.    Successors and Assigns; Beneficiaries.

     9   

4.11.    Consent to Jurisdiction; WAIVER OF JURY TRIAL.

     9   

4.12.    Further Assurances.

     10   

4.13.    Regulatory Matters.

     10   

4.14.    Inconsistent Agreements.

     11   

4.15.    Effectiveness of Agreement.

     11   


SHAREHOLDER’S AGREEMENT

This SHAREHOLDER’S AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made as of [●], 2016 (the “Effective Time”) by and between FB Financial Corporation, a Tennessee corporation (the “Company”) and James W. Ayers (the “Shareholder”).

RECITALS

WHEREAS, as of the Effective Time, the Shareholder owns all of the outstanding shares of common stock, par value $1.00 per share (the “Common Stock”), of the Company;

WHEREAS, the Company is proposing to consummate an initial public offering of its Common Stock (the “Initial Public Offering”);

WHEREAS, as an incentive for the Shareholder to participate in and consummate the transactions contemplated by the Initial Public Offering, the Company and the Shareholder desire to agree upon the respective rights and obligations after the date of completion of the Initial Public Offering (the “Closing Date”) with respect to the securities of the Company now or hereafter outstanding and held by the Shareholder and certain corporate governance matters with respect to the Shareholder’s investment in the Company; and

WHEREAS, the Board of Directors of Company (the “Board of Directors”) have approved this Agreement.

NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1.    DEFINITIONS

1.1. Drafting Conventions; No Construction Against Drafter.

(a) The headings in this Agreement are provided for convenience and do not affect its meaning. The words “include,” “includes” and “including” are to be read as if they were followed by the phrase “without limitation.” Unless specified otherwise, any reference to an agreement means that agreement as amended or supplemented, subject to any restrictions on amendment contained in such agreement. Unless specified otherwise, any reference to a statute or regulation means that statute or regulation as amended or supplemented from time to time and any corresponding provisions of successor statutes or regulations. If any date specified in this Agreement as a date for taking action falls on a day that is not a business day, then that action may be taken on the next business day. Unless specified otherwise, the words “party” and “parties” refer only to a party named in this Agreement or one who joins this Agreement as a party pursuant to the terms hereof.

(b) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. If an ambiguity or question of intent or


interpretation arises, this Agreement is to be construed as if drafted jointly by the parties and there is to be no presumption or burden of proof or rule of strict construction favoring or disfavoring any party because of the authorship of any provision of this Agreement.

1.2. Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.

Affiliate” means, with respect to any Person, an “affiliate” as defined in Rule 405 of the rules and regulations promulgated under the Securities Act.

Agreement” shall have the meaning set forth in the Preamble.

beneficially own” shall have the meaning ascribed to such terms in Rule 13d-3 under the Exchange Act.

Board of Directors” shall have the meaning set forth in the Recitals.

Bylaws” shall mean Company’s amended and restated bylaws in effect as of the Closing Date, as amended from time to time.

Charter” shall mean Company’s amended and restated articles of incorporation in effect as of the Closing Date, as amended from time to time.

Closing Date” shall have the meaning set forth in the Recitals.

Common Stock” shall have the meaning set forth in the Recitals, together with any shares of stock or other securities issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or in replacement or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

Company” shall have the meaning set forth in the Preamble and shall include any successor thereto.

Director” shall mean a member of the Board of Directors.

Effective Time” shall have the meaning set forth in the Preamble.

Exchange Act” shall mean the Securities Exchange Act of 1934 and the rules and regulations thereunder.

Initial Public Offering” shall have the meaning set forth in the Recitals.

Law” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority and shall include, for the avoidance of any doubt, the Tennessee Business Corporation Act and the listing or other standards of any applicable stock exchange

 

2


Necessary Action” shall mean, with respect to a specified result, all actions (to the extent such actions are permitted by Law and, in the case of any action by Company that requires a vote or other action on the part of the Board of Directors, to the extent such action is consistent with the fiduciary duties that the Board of Directors may have in such capacity) necessary or desirable to cause such result, including (i) attending meetings in person or by proxy for purposes of obtaining a quorum, (ii) voting or providing a written consent or proxy with respect to Shares, (iii) causing the adoption of resolutions and amendments to the organizational documents of Company, (iv) executing agreements and instruments and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

Permanent Disability” shall mean the inability of the Shareholder, as reasonably determined by the Company, to perform the essential functions of his regular duties and responsibilities under this Agreement, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of twelve (12) consecutive months. At the request of Shareholder or his personal representative, the determination by the Company that the Permanent Disability of Shareholder has occurred shall be certified by a physician mutually agreed upon by the Shareholder, or his personal representative, and the Company.

Person” shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government (or agency or political subdivision thereof) or any other entity or group (as defined in Section 13(d) of the Exchange Act).

Registration Rights Agreement” shall mean that certain Registration Rights Agreement dated as of                          , 2016 by and between the Company and the Shareholder.

Removal Notice” shall have the meaning as set forth in Section 3.1(c)(i).

Securities Act” shall mean the Securities Act of 1933 and the rules and regulations thereunder.

Shareholder” shall have the meaning set forth in the Preamble.

Shareholder Designee” shall have the meaning as set forth in Section 3.1(a)(i).

Shares” shall mean, at any time, (i) Common Stock and (ii) any other equity securities now or hereafter issued by Company, together with any options thereon and any other shares of stock or other securities issued or issuable with respect thereto (whether by way of a stock dividend, stock split or in exchange for or in replacement or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

Total Number of Directors” shall have the meaning as set forth in Section 3.1(a)(i).

 

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SECTION 2.    REPRESENTATIONS AND WARRANTIES

2.1. Representations and Warranties of the Shareholder. The Shareholder hereby individually represents, warrants and covenants to Company as follows: (a) the Shareholder has full legal capacity to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms; and (c) the execution, delivery and performance by the Shareholder of this Agreement does not and will not: (i) violate any Law, rules or regulations of the United States or any state or other jurisdiction applicable to the Shareholder, or require the Shareholder to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (ii) constitute a breach of or default under any material agreement to which the Shareholder is a party.

2.2. Representations and Warranties of Company. Company hereby represents, warrants and covenants to the Shareholder as follows: (a) Company has full corporate power and authority to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of Company enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by Company of this Agreement does not and will not: (i) violate any Law, rules or regulations of the United States or any state or other jurisdiction applicable to Company, or require Company to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (ii) result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Company is a party or by which the property of Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of Company.

SECTION 3.    BOARD MATTERS

3.1. Board of Directors. Effective as of the Closing Date:

(a) Rights to Designate. The Shareholder hereby agrees to vote, or cause to be voted, all of its Shares, at any annual or special meeting, by written consent, or otherwise, and will take all Necessary Actions within the Shareholder’s control, and Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain between 5 and 9, with such number approved pursuant to the Bylaws and Charter, and the Shareholder shall have the right, but not the obligation, to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office:

(i) Equal to: (A) up to a majority of the total number of directors comprising the Board of Directors (the “Total Number of Directors”), so long as the Shareholder beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of Common Stock; (B) up to 40% of the Total Number of

 

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Directors, in the event that the Shareholder beneficially owns, directly or indirectly, more than 40%, but less than or equal to 50%, of the then outstanding shares of Common Stock; (C) up to 30% of the Total Number of Directors, in the event that the Shareholder beneficially owns, directly or indirectly, more than 30%, but less than or equal to 40%, of the then outstanding shares of Common Stock; (D) up to 20% of the Total Number of Directors, in the event that the Shareholder beneficially owns, directly or indirectly, more than 20%, but less than or equal to 30%, of the then outstanding shares of Common Stock; (E) up to 10% of the Total Number of Directors, in the event that the Shareholder beneficially owns, directly or indirectly, at least 5% of the then outstanding shares of Common Stock; and (F) no directors in the event that the Shareholder beneficially owns, directly or indirectly, less than 5% of the then outstanding shares of Common Stock. For purposes of calculating the number of directors that the Shareholder is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1 14 Directors shall equate to two Directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board of Directors. In the event that the Shareholders has nominated less than the total number of designees the Shareholder shall be entitled to nominate pursuant to this Section 3.1(a), the Shareholder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Board of Directors shall take all Necessary Action to (x) increase the size of the Board of Directors as required to enable the Shareholder to so nominate such additional designees and (y) designate such additional designees nominated by the Shareholder to fill such newly-created vacancies. Each such designee whom the Shareholder shall actually nominate pursuant to this Section 3.1(a) and is thereafter elected to the Board of Directors to serve as a Director shall be referred to herein as a “Shareholder Designee”;

(ii) the chief executive officer of Company and its subsidiaries, who initially shall be Christopher T. Holmes, shall serve on the Board of Directors of the Company; and

(iii) each additional designee shall be filled as provided in the Charter and Bylaws.

Company shall cause the individuals designated in accordance with this Section 3.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at each meeting of the shareholders of Company at which directors of Company are to be elected, shall recommend that the shareholders of Company elect to the Board of Directors each such individual nominated for election at such meeting.

(b) Initial Shareholder Designees. The initial Shareholder Designees pursuant to the provisions of Section 3.1(a)(i) of this Agreement shall be the Shareholder, Orrin H. Ingram and Stuart C. McWhorter. Any remaining undesignated Shareholder Designees shall be designated by the Shareholder at such time as they shall determine.

 

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(c) Removal and Replacement.

(i) The Shareholder may remove a Shareholder Designee by sending a written notice to Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by Company’s Secretary, such designee shall be deemed to have resigned from the Board of Directors (and such a designee shall only be removed in such manner).

(ii) If at any time any Shareholder Designee ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Shareholder shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a) of this Agreement, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Shareholder does not, pursuant to Section 3.1(a) of this Agreement, have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter and the Bylaws.

(d) Expenses. Each Director shall be entitled to reimbursement from Company for his or her reasonable out-of-pocket expenses (including travel) incurred in attending any meeting of the Board of Directors or any committee thereof or governing body of any subsidiary of Company or any committee thereof.

3.2. Committees of the Board of Directors. For so long as the Company qualifies as a “controlled company” under applicable listing standards and subject to applicable Law, the Shareholder shall have the right, but not the obligation, to designate (a) a majority of the members of any Nominating and Corporate Governance Committee or similar committee of the Board of Directors and (b) up to two members of any Compensation Committee or similar committee of the Board of Directors. In the event that the Company no longer qualifies as a “controlled company” under applicable listing standards, the Shareholder shall continue to have the right to designate at least one member of each such committee of the Board of Directors for so long as permitted under applicable Law; provided, however, the Shareholder shall cease to have such right to designate a committee member in the event that the Shareholder ceases to have the right to designate a Director pursuant to Section 3.1(a) of this Agreement.

3.3. Additional Management Provisions.

(a) The Shareholder and Company hereby agree, notwithstanding anything to the contrary in any other agreement or at law or in equity, that, to the maximum extent permitted by Law, when the Shareholder takes any action under this Agreement to give or withhold its consent, the Shareholder shall have no duty (fiduciary or other) to consider the interests of

 

6


Company and may act exclusively in its own interest in its capacity as a Shareholder and shall have only the duty to act in good faith; providedhowever, that the foregoing shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement.

(b) The provisions of this Agreement shall be controlling if any such provisions or the operation thereof conflict with the provisions of Company’s Bylaws. Each of the parties covenants and agrees to take all Necessary Actions within its control to ensure that the Charter and Bylaws do not, at any time, conflict with the provisions of this Agreement.

(c) For so long as Company qualifies as a “controlled company” under the applicable listing standards then in effect, Company will elect to be a “controlled company” for purposes of such applicable listing standards, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. Company and the Shareholder acknowledge and agree that, as of the date of this Agreement, Company is a “controlled company.” After Company ceases to qualify as a “controlled company” under applicable listing standards then in effect, the Shareholder acknowledges that a sufficient number of their designees will be required to qualify as “independent directors” to ensure that the Board of Directors complies with such applicable listing standards in the time periods required by the applicable listing standards then in effect, and shall discuss and use commercially reasonable efforts to agree upon appropriate changes to their designees consistent with the foregoing.

3.4. Company. Company will not give effect to any action by the Shareholder which is in contravention of this Section III.

SECTION 4.    MISCELLANEOUS PROVISIONS

4.1. Confidentiality. The Shareholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in Company and its subsidiaries, any confidential information obtained from the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of any confidentiality obligation by the Shareholder or its Affiliates), (b) is or has been independently developed or conceived by the Shareholder without use of Company’s confidential information or (c) is or has been made known or disclosed to the Shareholder by a third party (other than an Affiliate of the Shareholder) without a breach of any confidentiality obligations such third party may have to Company that is known to the Shareholder; providedthat, the Shareholder may disclose confidential information (i) to its attorneys, accountants, consultants and other professional advisors to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (ii) to any prospective purchaser of any Shares from the Shareholder as long as such prospective purchaser agrees to be bound by the provisions of this Section 4.1 as if a Shareholder, (iii) to any Affiliate, partner, member, limited partners, prospective partners or related investment fund of the Shareholder and their respective directors, employees, consultants and representatives, in each case in the ordinary course of business (provided that the recipients of such confidential information are subject to a customary confidentiality and non-disclosure obligation), (iv) as may be reasonably determined by the Shareholder to be necessary in connection with the Shareholder’s enforcement of its rights in connection with this Agreement or its investment in the Company and its

 

7


subsidiaries, or (v) as may otherwise be required by Law or legal, judicial or regulatory process, provided that the Shareholder takes reasonable steps to minimize the extent of any required disclosure described in this clause (v); and provided, further, that the acts and omissions of any Person to whom the Shareholder may disclose confidential information pursuant to clauses (i) through (iii) of the preceding proviso shall be attributable to the Shareholder for purposes of determining Shareholder’s compliance with this Section 4.1.

4.2. Reliance. Each covenant and agreement made by a party in this Agreement or in any certificate, instrument or other document delivered pursuant to this Agreement is material, shall be deemed to have been relied upon by the other parties and shall remain operative and in full force and effect after the Closing Date regardless of any investigation. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties hereto and their respective successors and permitted assigns.

4.3. Access to Agreement; Amendment and Waiver; Actions of the Board. Any party may waive in writing any provision hereof intended for its benefit, provided, that, in the case of any waiver by Company, such waiver is consented to in writing by the Shareholder. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. This Agreement may be amended with the prior written consent of the Shareholder.

4.4 Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and mailed (by first class registered or certified mail, postage prepaid), sent by express overnight courier service, or delivered to the applicable party at the respective address indicated below:

If to Company:

FB Financial Corporation

211 Commerce Street, Suite 300

Nashville, TN 37201

Attn: General Counsel

If to the Shareholder:

James W. Ayers

[Address]

All such notices, requests, demands and other communications shall, when mailed, telegraphed or sent, respectively, be effective (i) two days after being deposited in the mail or (ii) one day after being deposited with the express overnight courier service, respectively, addressed as aforesaid.

 

8


4.5. Counterparts. This Agreement may be executed in two or more counterparts, and delivered via facsimile, .pdf or other electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

4.6. Remedies; Severability. It is specifically understood and agreed that any breach of the provisions of this Agreement by any party will result in irreparable injury to the other parties, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have, such other parties may enforce their respective rights by actions for specific performance or injunctive relief (to the extent permitted at law or in equity). If any one or more of the provisions of this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein are not to be in any way impaired thereby, it being intended that all of the rights and privileges of the parties be enforceable to the fullest extent permitted by Law.

4.7. Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement as to the subject matter hereof and, together with the Registration Rights Agreement and the Charter, intended to be complete and exclusive statement of the agreement and understanding of the parties with respect to that subject matter, and supersedes all prior agreements and undertakings among the parties hereto with regard to such subject matter.

4.8. Termination. This Agreement shall terminate (a) if the Initial Public Offering is not consummated by December 31, 2016, or (b) on the earlier of (i) death or the Permanent Disability of the Shareholder or (ii) such date as the Shareholder, in the aggregate, holds less than 5% of the outstanding shares of Common Stock.

4.9. Governing Law. This Agreement is to be construed and enforced in accordance with the laws of the State of Tennessee, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.

4.10. Successors and Assigns; Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties and the respective successors and assigns of the parties as contemplated herein, and shall also apply to any Common Stock acquired by the Shareholder after the date hereof; providedthat neither this Agreement nor any right arising under this Agreement may be assigned by any party hereto without the prior written consent of the Shareholder, and any attempted assignment, without such consent, will be null and void. Any successor to Company by way of merger or otherwise must specifically agree to be bound by the terms hereof as a condition of such succession.

4.11. Consent to Jurisdiction; WAIVER OF JURY TRIAL.

(a) Each of the parties hereto irrevocably and unconditionally consents to the sole and exclusive jurisdiction of the state and federal courts located in Nashville, Tennessee to resolve all disputes, claims or controversies arising out of or relating to this Agreement or any

 

9


other agreement executed and delivered pursuant to or in connection with this Agreement or the negotiation, breach, validity, termination or performance hereof and thereof or the transactions contemplated hereby and thereby and agrees that it will not bring any such action in any court other than the federal or state courts located in Nashville, Tennessee. Each party further irrevocably waives any objection to proceeding in such courts based upon lack of personal jurisdiction or to the laying of venue in such courts and further irrevocably and unconditionally waives and agrees not to make a claim that such courts are an inconvenient forum. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given as provided in Section 4.4 of this Agreement. Each of the parties hereto agrees that its or his submission to jurisdiction and its or his consent to service of process by mail is made for the express benefit of the other parties hereto. The choice of forum set forth in this Section shall not be deemed to preclude the enforcement of any judgment of a Tennessee federal or state court, or the taking of any action under this Agreement to enforce such a judgment, in any other appropriate jurisdiction.

(b) EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED AND DELIVERED PURSUANT TO OR IN CONNECTION HEREWITH OR THE NEGOTIATION, BREACH, VALIDITY, TERMINATION OR PERFORMANCE HEREOF AND THEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. FURTHER, (I) NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY SUCH ACTION AND (II) NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 4.11. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

4.12. Further Assurances. At any time or from time to time after the Closing Date, the parties hereto agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as any other party may reasonably request in order to evidence or effectuate the provisions of this Agreement and to otherwise carry out the intent of the parties hereunder.

4.13. Regulatory Matters. Company shall and shall cause its subsidiaries to keep the Shareholder informed, on a current basis, of any events, discussions, notices or changes with respect to any criminal or regulatory investigation or action involving Company or any of its subsidiaries, so that the Shareholder and his respective Affiliates will have the opportunity to take appropriate steps to avoid or mitigate any regulatory consequences to them that might arise from such investigation or action.

 

10


4.14. Inconsistent Agreements. Neither Company nor the Shareholder shall enter into any agreement or side letter with, or grant any proxy to, the Shareholder, Company or any other Person (whether or not such proxy, agreements or side letters are with holders of Common Shares that are not parties to this Agreement or otherwise) that conflicts with the provisions of this Agreement or which would obligate such Person to breach any provision of this Agreement.

4.15. Effectiveness of Agreement. Upon effectiveness of the registration statement relating to the Initial Public Offering, this Agreement shall thereupon be deemed to be in effect. However, to the extent such Initial Public Offering is not consummated within 60 days following the effectiveness of the registration statement relating thereto, the provisions of this Agreement shall be without any force or effect.

[SIGNATURE PAGE FOLLOWS]

 

11


IN WITNESS WHEREOF, the parties are signing this Shareholder’s Agreement as of the date first set forth above.

 

COMPANY:
FB FINANCIAL CORPORATION
By:  

 

Name:  
Title:  
SHAREHOLDER:
JAMES W. AYERS
By:  

 

[Signature page to Shareholder’s Agreement]

EX-10.7 7 d241660dex107.htm EX-10.7 EX-10.7

EXHIBIT 10.7

 

 

FB FINANCIAL CORPORATION

2016 INCENTIVE PLAN

 

 

 


FB FINANCIAL CORPORATION

2016 INCENTIVE PLAN

 

ARTICLE 1  

PURPOSE

     4   
1.1  

General

     4   
ARTICLE 2  

DEFINITIONS

     4   
2.1  

Definitions

     4   
ARTICLE 3  

EFFECTIVE TERM OF PLAN

     10   
3.1  

Effective Date

     10   
3.2  

Term of Plan

     10   
ARTICLE 4  

ADMINISTRATION

     10   
4.1  

Committee

     10   
4.2  

Actions and Interpretations by the Committee

     10   
4.3  

Authority of Committee

     11   
4.4  

Delegation

     11   
4.5  

Indemnification

     12   
ARTICLE 5  

SHARES SUBJECT TO THE PLAN

     12   
5.1  

Number of Shares

     12   
5.2  

Share Counting

     12   
5.3  

Stock Distributed

     13   
ARTICLE 6  

ELIGIBILITY

     13   
6.1  

General

     13   
ARTICLE 7  

STOCK OPTIONS

     13   
7.1  

General

     13   
7.2  

Incentive Stock Options

     14   
ARTICLE 8  

STOCK APPRECIATION RIGHTS

     14   
8.1  

Grant of Stock Appreciation Rights

     14   
ARTICLE 9  

RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS

     15   
9.1  

Grant of Restricted Stock, Restricted Stock Units and Deferred Stock Units

     15   
9.2  

Issuance and Restrictions

     15   
9.3  

Dividends on Restricted Stock

     15   


9.4  

Forfeiture

     16   
9.5  

Delivery of Restricted Stock

     16   
ARTICLE 10  

PERFORMANCE AWARDS

     16   
10.1  

Grant of Performance Awards

     16   
10.2  

Performance Goals

     16   
ARTICLE 11  

DIVIDEND EQUIVALENTS

     17   
11.1  

Grant of Dividend Equivalents

     17   
ARTICLE 12  

STOCK OR OTHER STOCK-BASED AWARDS

     17   
12.1  

Grant of Stock or Other Stock-Based Awards

     17   
ARTICLE 13  

PROVISIONS APPLICABLE TO AWARDS

     17   
13.1  

Award Certificates

     17   
13.2  

Form of Payment of Awards

     18   
13.3  

Limits on Transfer

     18   
13.4  

Beneficiaries

     18   
13.5  

Stock Trading Restrictions

     18   
13.6  

Acceleration upon Death or Disability

     18   
13.7  

Effect of a Change in Control

     19   
13.8  

Acceleration for Any Other Reason

     20   
13.9  

Forfeiture Events

     20   
13.10  

Substitute Awards

     20   
ARTICLE 14  

CHANGES IN CAPITAL STRUCTURE

     21   
14.1  

Mandatory Adjustments

     21   
14.2  

Discretionary Adjustments

     21   
14.3  

General

     21   
ARTICLE 15  

AMENDMENT, MODIFICATION AND TERMINATION

     22   
15.1  

Amendment, Modification and Termination

     22   
15.2  

Awards Previously Granted

     22   
15.3  

Compliance Amendments

     23   
ARTICLE 16  

GENERAL PROVISIONS

     23   
16.1  

Rights of Participants

     23   
16.2  

Withholding

     23   

 

- 2 -


16.3  

Special Provisions Related to Section 409A of the Code

     24   
16.4  

Unfunded Status of Awards

     25   
16.5  

Relationship to Other Benefits

     25   
16.6  

Expenses

     25   
16.7  

Titles and Headings

     25   
16.8  

Gender and Number

     26   
16.9  

Fractional Shares

     26   
16.10  

Government and Other Regulations

     26   
16.11  

Governing Law

     26   
16.12  

Severability

     26   
16.13  

No Limitations on Rights of Company

     26   

 

- 3 -


FB FINANCIAL CORPORATION

2016 INCENTIVE PLAN

ARTICLE 1

PURPOSE

1.1. GENERAL. The purpose of the FB Financial Corporation 2016 Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of FB Financial Corporation (the “Company”), by linking the personal interests of employees, officers, directors and consultants of the Company or any Affiliate (as defined below) to those of Company stockholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates.

ARTICLE 2

DEFINITIONS

2.1. DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b) “Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(c) “Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d) “Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, consulting, severance or similar agreement, if any, between such Participant and the Company or an Affiliate; provided, however, that if there is


no such employment, consulting, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee: (i) the commission by the Participant of, or the Participant’s pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company or any of its Affiliates; (ii) the Participant’s engaging in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment, whether or not such act was committed in connection with the business of the Company or any of its Affiliates; (iii) the willful and repeated failure by the Participant to follow the lawful directives of the Board or the Participant’s supervisor; (iv) any material violation of the Company’s written policies; (v) any intentional misconduct by the Participant in connection with the Company and any of its Affiliate’s business or relating to the Participant’s duties, or any willful violation of any laws, rules or regulations applicable to banks or the banking industry generally (including but not limited to the regulations of the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation (the “FDIC”), the Tennessee Department of Financial Institutions, or any other applicable regulatory authority); or (vi) the Participant’s material breach of any employment, severance, non-competition, non-solicitation, confidential information, or restrictive covenant agreement, or similar agreement, with the Company or an Affiliate. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.

(g) “Change in Control” means and includes the occurrence of any one of the following events but shall specifically exclude a Public Offering:

(i) during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(ii) any Person, other than a Principal Stockholder or an Underwriter, becomes a Beneficial Owner, directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly (or indirectly through Underwriters) from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or


(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

(i) “Committee” means the committee of the Board described in Article 4.

(j) “Company” means FB Financial Corporation, a Tennessee corporation, or any successor corporation.

(k) “Continuous Service” means the absence of any interruption or termination of service as an employee, officer, consultant or director of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Service” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) a Participant transfers from being an employee of the Company or an Affiliate to being a director of


the Company or of an Affiliate, or vice versa, (iv) in the discretion of the Committee as specified at or prior to such occurrence, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or of an Affiliate, or vice versa, or (v) any leave of absence authorized in writing by the Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive; provided, however, that for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).

(l) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

(m) “Disability” of a Participant means the inability of the Participant, as reasonably determined by the Company, to perform the essential functions of his or her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months. Notwithstanding the foregoing, if the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant is Disabled will be made by the Committee and may be supported by the advice of a physician competent in the area to which such Disability relates.

(n) “Dividend Equivalent” means a right granted with respect to an Award pursuant to Article 11.

(o) “Effective Date” has the meaning assigned such term in Section 3.1.

(p) “Eligible Participant” means an employee, officer, consultant or director of the Company or any Affiliate.

(q) “Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded.

(r) “Fair Market Value,” on any date, means (i) if the Stock is listed on an Exchange, the closing sales price on such Exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on an Exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on an interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.


(s) “Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).

(t) “Good Reason” (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the employment, consulting, severance or similar agreement, if any, between a Participant and the Company or an Affiliate; provided, however, that if there is no such employment, consulting, severance or similar agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given such term in the applicable Award Certificate. If not defined in either such document, the term “Good Reason” as used herein shall not apply to a particular Award.

(u) “Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.

(v) “Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.

(w) “Independent Directors” means those members of the Board who qualify at any given time as an “independent” director under the applicable rules of each Exchange on which the Shares are listed, and as a “non-employee” director under Rule 16b-3 of the 1934 Act.

(x) “Non-Employee Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.

(y) “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.

(z) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(aa) “Other Stock-Based Award” means a right, granted to a Participant under Article 12, that relates to or is valued by reference to Stock or other Awards relating to Stock.

(bb) “Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.

(cc) “Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.

(dd) “Performance Award” means any award granted under the Plan pursuant to Article 10.


(ee) “Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.

(ff) “Plan” means the FB Financial Corporation 2016 Incentive Plan, as amended from time to time.

(gg) “Principal Stockholder” means James W. Ayers or his designee(s), or any entity that is directly or indirectly affiliated with the Principal Stockholder.

(hh) “Public Offering” means a public offering of any class or series of the Company’s equity securities pursuant to a registration statement filed by the Company under the 1933 Act.

(ii) “Restricted Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.

(jj) “Restricted Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.

(kk) “Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution with respect to the Shares (whether or not pursuant to Article 14), the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted.

(ll) “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

(mm) “Stock” means the $1.00 par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 14.

(nn) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR, all as determined pursuant to Article 8.

(oo) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.

(pp) “Underwriter” means a broker, underwriter or financial institution that acquires such shares as part of a firm commitment or similar underwriting or distribution process pursuant to which the subject shares of stock are being held for further distribution.

(qq) “1933 Act” means the Securities Act of 1933, as amended from time to time.

(rr) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.


ARTICLE 3

EFFECTIVE TERM OF PLAN

3.1. EFFECTIVE DATE. Subject to the approval of the Plan by the Company’s sole stockholder, the Plan will become effective on the date that it is adopted by the Board (the “Effective Date”).

3.2. TERMINATION OF PLAN. Unless earlier terminated as provided herein, the Plan shall continue in effect until the tenth anniversary of the Effective Date or, if the stockholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth anniversary of the date of such approval. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions of the Plan.

ARTICLE 4

ADMINISTRATION

4.1. COMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that at least two of the directors shall be Independent Directors and that any members of the Committee who do not so qualify shall abstain from participating in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16 of the 1934 Act. However, the mere fact that a Committee member shall fail to qualify as an Independent Director or shall fail to abstain from such action shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. Unless and until changed by the Board, the Compensation Committee of the Board is designated as the Committee to administer the Plan. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers and protections of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.

4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the intent of the Plan. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties and shall be given the maximum deference permitted by applicable law. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee will be liable for any good faith determination, act or omission in connection with the Plan or any Award.


4.3. AUTHORITY OF COMMITTEE. Except as provided in Section 4.1 hereof, the Committee has the exclusive power, authority and discretion to:

(a) grant Awards;

(b) designate Participants;

(c) determine the type or types of Awards to be granted to each Participant;

(d) determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;

(e) determine the terms and conditions of any Award granted under the Plan;

(f) prescribe the form of each Award Certificate, which need not be identical for each Participant;

(g) decide all other matters that must be determined in connection with an Award;

(h) establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;

(i) make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

(j) amend the Plan or any Award Certificate as provided herein; and

(k) adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in the United States or such other jurisdictions and to further the objectives of the Plan.

Notwithstanding any of the foregoing, grants of Awards to Non-Employee Directors hereunder shall (i) be subject to the applicable award limits set forth in Section 5.1 hereof, and (ii) be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of Non-Employee Directors as in effect from time to time that is approved and administered by the Board. The Committee may not make other discretionary grants hereunder to Non-Employee Directors.

4.4. DELEGATION. The Committee may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to (i) designate officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to eligible participants who are subject to Section 16(a) of the 1934 Act at the Grant Date. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards so granted.


4.5. INDEMNIFICATION. Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with this Article 4 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

ARTICLE 5

SHARES SUBJECT TO THE PLAN

5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 3,500,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 3,500,000. The maximum aggregate number of Shares associated with any Award granted under the Plan in any calendar year to any one Non-Employee Director shall be            Shares.

5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the Grant Date, but shall be added back to the Plan share reserve in accordance with this Section 5.2.

(a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares originally subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.

(b) Shares subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.

(c) Shares withheld or repurchased from an Award or delivered by a Participant to satisfy tax withholding requirements will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.

(d) If the exercise price of an Option is satisfied in whole or in part by delivering Shares to the Company (by either actual delivery or attestation), the number of Shares so tendered (by delivery or attestation) shall be added to the Plan share reserve and will be available for issuance pursuant to Awards granted under the Plan.

(e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon exercise of the Option or SAR for any reason, including by reason of net-settlement


of the Award, the unissued Shares originally subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to other Awards granted under the Plan.

(f) To the extent that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason, including by reason of failure to achieve maximum performance goals, the unissued Shares originally subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.

(g) Substitute Awards granted pursuant to Section 13.10 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.

(h) Subject to applicable Exchange requirements, shares available under a stockholder-approved plan of a company acquired by the Company (as appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted to individuals who were not employees of the Company or its Affiliates immediately before such transaction and will not count against the maximum share limitation specified in Section 5.1.

5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

ARTICLE 6

ELIGIBILITY

6.1. GENERAL. Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.

ARTICLE 7

STOCK OPTIONS

7.1. GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a) EXERCISE PRICE. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 13.10) shall not be less than the Fair Market Value as of the Grant Date.

(b) PROHIBITION ON REPRICING. Except as otherwise provided in Article 14, without the prior approval of stockholders of the Company: (i) the exercise price of an Option may not be reduced, directly or indirectly, (ii) an Option may not be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less than the exercise price of the original Option, or otherwise, and (iii) the Company may not repurchase an Option for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option


(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.

(d) PAYMENT. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Grant Date, payment of the exercise price of an Option may be made in, in whole or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised, (iii) withholding of Shares from the Option based on the Fair Market Value of the Shares on the date the Option is exercised, (iv) broker-assisted market sales, or (iv) any other “cashless exercise” arrangement.

(e) EXERCISE TERM. No Option granted under the Plan shall be exercisable for more than ten years from the Grant Date.

(f) NO DEFERRAL FEATURE. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.

(g) NO DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.

7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section 422 of the Code. Without limiting the foregoing, any Incentive Stock Option granted to a Participant who at the Grant Date owns more than 10% of the voting power of all classes of shares of the Company must have an exercise price per Share of not less than 110% of the Fair Market Value per Share on the Grant Date and an Option term of not more than five years. If all of the requirements of Section 422 of the Code (including the above) are not met, the Option shall automatically become a Nonstatutory Stock Option.

ARTICLE 8

STOCK APPRECIATION RIGHTS

8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the following terms and conditions:

(a) RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of (1) the Fair Market Value of one Share on the date of exercise; over (2) the base price of the SAR as determined by the Committee and set forth in the Award Certificate, which shall not be less than the Fair Market Value of one Share on the Grant Date.

(b) PROHIBITION ON REPRICING. Except as otherwise provided in Article 14, without the prior approval of stockholders of the Company: (i) the base price of a SAR may not be reduced, directly or indirectly, (ii) a SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less than the base price of the


original SAR, or otherwise, and (iii) the Company may not repurchase a SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the SAR is lower than the base price per share of the SAR.

(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which a SAR may be exercised in whole or in part. No SAR shall be exercisable for more than ten years from the Grant Date.

(d) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.

(e) NO DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.

(f) OTHER TERMS. All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement (e.g., cash, Shares or other property), and any other terms and conditions of the SAR shall be determined by the Committee at the time of the grant and shall be reflected in the Award Certificate.

ARTICLE 9

RESTRICTED STOCK, RESTRICTED STOCK UNITS

AND DEFERRED STOCK UNITS

9.1. GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award.

9.2. ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, for example, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any special Plan document governing an Award, a Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of such Awards.

9.3 DIVIDENDS ON RESTRICTED STOCK. In the case of Restricted Stock, the Committee may provide that ordinary cash dividends declared on the Shares before they are vested (i) will be forfeited, (ii) will be deemed to have been reinvested in additional Shares or otherwise reinvested (subject to Share availability under Section 5.1 hereof and subject to the same vesting provisions as provided for the host Award), (iii) will be credited by the Company to an account for the Participant and accumulated without interest until the date upon which


the host Award becomes vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further consideration or any act or action by the Participant, or (iv) in the case of Restricted Stock that is not subject to performance-based vesting, will be paid or distributed to the Participant as accrued (in which case, such dividends must be paid or distributed no later than the 15th day of the 3rd month following the later of (A) the calendar year in which the corresponding dividends were paid to stockholders, or (B) the first calendar year in which the Participant’s right to such dividends is no longer subject to a substantial risk of forfeiture). Unless otherwise provided by the Committee, dividends accrued on Shares of Restricted Stock before they are vested shall be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further consideration or any act or action by the Participant. In no event shall dividends with respect to Restricted Stock that is subject to performance-based vesting be paid or distributed until the performance-based vesting provisions of such Restricted Stock lapse.

9.4. FORFEITURE. Subject to the terms of the Award Certificate and except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Service during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited.

9.5. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the Grant Date either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

ARTICLE 10

PERFORMANCE AWARDS

10.1. GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting criteria are referred to herein as Performance Awards. The Committee shall have the complete discretion to determine the number of Performance Awards granted to each Participant and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an Award Certificate or a written program established by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.

10.2. PERFORMANCE GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division, region, department or function within the Company or an Affiliate. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the


performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the Participant in an amount determined by the Committee.

ARTICLE 11

DIVIDEND EQUIVALENTS

11.1. GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder, subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to ordinary cash dividends or distributions with respect to all or a portion of the number of Shares subject to a Full-Value Award, as determined by the Committee. The Committee may provide that Dividend Equivalents (i) will be deemed to have been reinvested in additional Shares or otherwise reinvested, which shall be subject to the same vesting provisions as provided for the host Award; (ii) will be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes vested, and any Dividend Equivalents accrued with respect to forfeited Awards will be reconveyed to the Company without further consideration or any act or action by the Participant; or (iii) except in the case of Performance Awards, will be paid or distributed to the Participant as accrued (in which case, such Dividend Equivalents must be paid or distributed no later than the 15th day of the 3rd month following the later of (A) the calendar year in which the corresponding dividends were paid to stockholders, or (B) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture). Unless otherwise provided by the Committee or in the Award Certificate, dividends accrued on Full-Value Awards before they are vested shall be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes vested, and any dividends accrued with respect to forfeited Awards Stock will be reconveyed to the Company without further consideration or any act or action by the Participant. In no event shall Dividend Equivalents with respect to a Performance Award be paid or distributed until the performance-based vesting provisions of the Performance Award lapse.

ARTICLE 12

STOCK OR OTHER STOCK-BASED AWARDS

12.1. GRANT OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation Shares awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, and Awards valued by reference to book value per Share or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards.

ARTICLE 13

PROVISIONS APPLICABLE TO AWARDS

13.1. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.


13.2. FORM OF PAYMENT FOR AWARDS. At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Stock, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments, as determined by the Committee.

13.3. LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.

13.4. BENEFICIARIES. Notwithstanding Section 13.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant, in the manner provided by the Company, at any time provided the change or revocation is filed with the Committee.

13.5. STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any Exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

13.6. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the termination of a person’s Continuous Service by reason of death or Disability:

(i) each of that Participant’s outstanding Options and SARs that are subject to time-based vesting requirements shall become vested and fully exercisable as of the date of termination;

(ii) each of that Participant’s outstanding Awards other than Options and SARs that are subject to time-based vesting restrictions shall become vested and such restrictions shall lapse as of the date of termination; and

(iii) the payout level under each of that Participant’s outstanding Awards that are subject to performance-based vesting requirements shall be deemed to have been earned as of the date of termination based upon an assumed achievement of all relevant performance goals at the “target” level, and there shall be a pro rata payout to such Participant within sixty (60) days following the date of termination of employment (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination of employment


To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

13.7. EFFECT OF A CHANGE IN CONTROL. The provisions of this Section 13.7 shall apply in the case of a Change in Control, unless otherwise provided in the Award Certificate or any special Plan document or separate agreement with a Participant governing an Award.

(a) Awards Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with a Change in Control: if within two years after the effective date of the Change in Control, a Participant’s employment is terminated without Cause or the Participant resigns for Good Reason, then:

(i) each of that Participant’s outstanding Options and SARs that are subject to time-based vesting requirements shall become vested and fully exercisable as of the date of termination;

(ii) each of that Participant’s outstanding Awards other than Options and SARs that are subject to time-based vesting restrictions shall become vested and such restrictions shall lapse as of the date of termination; and

(iii) the payout level under each of that Participant’s outstanding Awards that are subject to performance-based vesting requirements shall be deemed to have been earned as of the date of termination based upon an assumed achievement of all relevant performance goals at the “target” level, and there shall be a pro rata payout to such Participant within sixty (60) days following the date of termination of employment (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination of employment. With regard to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (i) the Award Certificate includes such provision or (ii) the Participant is party to an employment, severance or similar agreement with the Company or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

(b) Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any Awards assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board:

(i) all outstanding Options and SARs that are subject to time-based vesting requirements shall become vested and fully exercisable as of the effective date of the Change in Control;


(ii) all outstanding Awards other than Options and SARs that are subject to time-based vesting restrictions shall become vested and such restrictions shall lapse as of the effective date of the Change in Control, and

(iii) the payout level under all outstanding Awards that are subject to performance-based vesting requirements shall be deemed to have been earned as of the effective date of the Change in Control based upon an assumed achievement of all relevant performance goals at the “target” level, and there shall be a pro rata payout to Participants within sixty (60) days following the Change in Control (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the Change in Control. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

13.8. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has occurred as described in Section 13.6 or 13.7 above, the Committee may in its sole discretion at any time determine that all or a portion of a Participant’s Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 13.8. Notwithstanding anything in the Plan, including this Section 13.8, the Committee may not accelerate the payment of any Award if such acceleration would violate Section 409A(a)(3) of the Code.

13.9. FORFEITURE EVENTS. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Certificate that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, (i) termination of employment for cause, (ii) violation of material Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant caused or contributed to such material inaccuracy.

13.10. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a


merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

ARTICLE 14

CHANGES IN CAPITAL STRUCTURE

14.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution of the stock right under Treas. Reg. Section 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

14.2 DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 14.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the fair market value of the underlying Stock, as of a specified date associated with the transaction (or the per-shares transaction price), over the exercise or base price of the Award, (v) that performance targets and performance periods for Performance Awards will be modified, or (vi) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

14.3 GENERAL. Any discretionary adjustments made pursuant to this Article 14 shall be subject to the provisions of Section 15.2. To the extent that any adjustments made pursuant to this Article 14 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.


ARTICLE 15

AMENDMENT, MODIFICATION AND TERMINATION

15.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, would constitute a material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder approval; and provided, further, that the Board or Committee may condition any other amendment or modification on the approval of stockholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply with the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations. Except for any mandatory adjustments to the Plan and Awards contemplated by Section 14.1, without the prior approval of the stockholders of the Company, the Plan may not be amended to permit: (i) the exercise price or base price of an Option or SAR to be reduced, directly or indirectly, (ii) an Option or SAR to be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less than the exercise price or base price of the original Option or SAR, or otherwise, or (iii) the Company to repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share of the Option or SAR.

15.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however:

(a) Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price of such Award);

(b) The original term of an Option or SAR may not be extended without the prior approval of the stockholders of the Company;

(c) Except as otherwise provided in Article 14, without the prior approval of the stockholders of the Company: (i) the exercise price or base price of an Option or SAR may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less than the exercise price or base price of the original Option or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share of the Option or SAR; and

(d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).


15.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 15.3 to any Award granted under the Plan without further consideration or action.

ARTICLE 16

GENERAL PROVISIONS

16.1. RIGHTS OF PARTICIPANTS.

(a) No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).

(b) Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any Participant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.

(c) Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or any of its Affiliates.

(d) No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

16.2. WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (or such greater amount as will not result in an adverse accounting consequence to the Company) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.


16.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.

(a) General. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

(b) Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.

(c) Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company shall determine which Awards or portions thereof will be subject to such exemptions.

(d) Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee, then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.


(e) Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).

(f) Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (d) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.

(g) Permitted Acceleration. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).

16.4. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. In its sole discretion, the Committee may authorize the creation of grantor trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or payments in lieu of Shares or with respect to Awards. This Plan is not intended to be subject to ERISA.

16.5. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan. Nothing contained in the Plan will prevent the Company from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

16.6. EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

16.7. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.


16.8. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

16.9. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.

16.10. GOVERNMENT AND OTHER REGULATIONS.

(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.

16.11. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed by the laws of the State of Tennessee.

16.12. SEVERABILITY. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein.

16.13. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume awards,


other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.

*******************

EX-10.11 8 d241660dex1011.htm EX-10.11 EX-10.11

EXHIBIT 10.11

FirstBank EBI Preferred Plan

 

1. PURPOSE OF THE PLAN

FirstBank (the “Company”), a corporation organized under the laws of the State of Tennessee, hereby adopts this EBI Preferred Plan (the “Plan”). The purposes of the Plan are:

 

(a) To promote the long-term financial interests and growth of the Company and its Subsidiaries (as defined below) by attracting and retaining management and personnel with the training, experience, and ability to make a substantial contribution to the success of the business of the Company and its Subsidiaries;

 

(b) To motivate personnel by means of growth-related incentives to achieve long range goals;

 

(c) To further align the interests of participants with those of the Company’s stockholders (as defined below) through opportunities for equity-based incentives in the Company; and

 

(d) To allow each participant to share in the value of the Company on the date such participant is granted EBI Preferred (EBIP) Units (as defined below) and the increase in the value of the Company following the date such participant is granted EBIP Units in accordance with the terms of the Plan.

 

2. DEFINITIONS

 

(a) “Administrator” means the Compensation Committee of the Board of Directors.

 

(b) “Award” means a grant of EBIP Units.

 

(c) “Award Agreement” means an agreement entered into between the Company and the Participant evidencing the terms of this EBI Preferred Plan.

 

(d) “Board” or “Board of Directors” means the Board of Directors of the Company as it may be constituted from time to time.

 

(e) “Cause” means those grounds for a “For Cause Termination” as found in 9(j).

 

(f) “Change in Control” means the occurrence of a “change in ownership,” a “change in effective control” or a “change in ownership of a substantial portion of assets.”

A “change in ownership” occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company or the Parent that, together with any stock already held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company or the Parent, as applicable. However, if any one person or group is already considered to own more than 50% of the Company or the Parent at the time an Award is made, the acquisition of additional stock by such person or group is not considered to cause a change in ownership with respect to such Award. A change in ownership will also occur in the event of a public offering in which more than 50% of the total fair market value or total voting power of the stock of the Company or the Parent is sold.

 

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A “change in effective control” occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during a 12-month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company or the Parent possessing 35% or more of the total voting power of the stock of the Company or the Parent; or (ii) a majority of the members of the Parent’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Members of the Board prior to the date of the appointment or election, provided that the affected corporation can only be a corporation of which no other corporation is a majority shareholder. If any one person or group is already considered to effectively control a corporation, the acquisition of additional control of the Company or Parent by such person or group is not considered to cause a change in effective control.

A “change in ownership of a substantial portion of assets” occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to or greater than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a Company is not treated as a change in ownership of such assets if the assets are transferred to:

 

  i. a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

 

  ii. an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company or the Parent;

 

  iii. a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

 

  iv. an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person or group described in (iii) above.

For purposes of (ii) through (iv) above, a person’s or group’s status is determined immediately after the transfer of assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation.

However, notwithstanding the above, a Change in Control shall not include a sale to an Employee Stock Ownership Plan sponsored by the Company or its Subsidiaries or Parent or a sale or transfer to a Family Member or members of a current shareholder of the Parent or a trust or partnership established by a current shareholder of the Parent or Family Member of such shareholder if the partnership is substantially owned (80% or more) by a current shareholder or Family Member, or a transfer to a charitable trust or foundation established by a current shareholder or Family Member. A current shareholder is a shareholder of the Parent as of the date of the adoption of this Plan.

 

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(g) “Code” means the Internal Revenue Code of 1986, as amended.

 

(h) “Company” means FirstBank, a Tennessee corporation.

 

(i) “Disability” means the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less that 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

 

(j) “Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, or of any corporation which is a Subsidiary.

 

(k) “Equity Based Incentive Preferred (EBIP) Units” means a contractual right to receive the Fair Market Value of a share of Common Stock on the Payment Date after the Grant Date on each EBIP Unit subject to such Award.

 

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statutes or regulations of similar purpose or effect.

 

(m) “Fair Market Value” of a share of Common Stock as of a given date shall be (a) the closing price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or, if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (b) if Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by NASDAQ or such successor quotation system, or (c) if Common Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the Fair Market Value of the Company shall equal 7.5 percent of the total assets of the Company per the Uniform Bank Performance Report as of December 31 of the previous year, as illustrated by the following formula:

 

Value of share of Common Stock =   

.075 x Total Assets of Company

  

Total Shares of Company Stock

(171,800 shares at 10.01.05)

However, if an Employee first becomes entitled to a Plan distribution due to a Change in Control, the Fair Market Value of the Company shall equal the greater of: (i) 7.5% of the total assets of the Company per the Uniform Bank Performance Report as of December 31 of the previous year, or (ii) the value of the Employee’s Awards determined in (i) above multiplied by a factor equal to the multiple of book value (computed as .075 x Total Assets of Company) paid for the Company’s stock in the change in ownership or

 

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change in effective control (the average price paid for such stock aggregating into the Change of Control). In the event a portion of the purchase price is subject to an earn out or other contingency, the contingency component shall be computed as the contingency is met. In the event of a Change in Control due to a change in ownership of a substantial portion of assets, the total assets of the Company per the Uniform Bank Performance Report of December 31 of the previous year shall be increased by the amount paid for the assets sold above the book value of such assets as reflected on such Uniform Bank Performance Report of December 31 of the previous year. In the event the stock involved in the Change in Control is that of the Parent and the Parent has other subsidiaries, the Administrator shall obtain an appraisal of the value of the stock of each subsidiary including the Company based on the average purchase price of the stock held by the parties triggering the Change in Control so as to determine the Fair Market Value of the common stock of the Company based on the sale of the Parent’s stock.

 

(n) “Family Member” means the spouse, lineal descendants and spouses of lineal descendants of the measuring person. For this purpose, an adopted child shall be considered a lineal descendant of the adopting parent. Any shares owned by a spouse immediately following a divorce shall be deemed owned by a Family Member.

 

(o) “Grant Date” means the date an EBIP Award is granted to a Participant.

 

(p) “Parent” means First South Bancorp, Inc.

 

(q) “Participant” means an Employee who has received an EBIP Award that has not been settled, cancelled or forfeited.

 

(r) “Plan” means FirstBank Equity Based Incentive Preferred (EBIP) Plan, as may be amended from time to time.

 

(s) The “Predetermined Amount” shall mean the value of EBI Preferred Units the Company has committed to grant to each Participant over the next five (5) years. Each Participant’s Initial EBI Preferred Award Agreement shall specify the “Predetermined Amount” for each Participant. For example, if a Participant’s EBI Preferred Award Agreement specifies a Predetermined Amount of $5,000, the Participant shall be awarded $1,000 of EBI Preferred Units for each year of the five year period beginning January 1, 2006, as long as the Participant continues in the employ of the Company. If the Participant’s employment with the Company terminates, there will be no additional grants of the Predetermined Amount.

 

(t) “Retirement” means termination of employment with the Company by a Participant who is age 65 or older whose age plus complete years of service with the Company total 75.

 

(u) “Securities Act” means the Securities Act of 1933, as amended, and any successor statutes or regulations of similar purpose or effect.

 

(v) “Payment Date” means the date set forth in Section 6 pursuant to which a Participant becomes entitled to payment for his or her EBIP Units.

 

(w) “Subsidiary” means (i) any corporation the majority of the voting power of all classes of stock entitled to vote or the majority of the total value of shares of all classes of stock of which is owned, directly or indirectly, by the Company or its Parent, or (ii) any trade, business, or other entity other than a corporation of which the majority of the profits interest, capital interest, or actuarial interest is owned, directly or indirectly, by the Company or its Parent.

 

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(x) “Vested Termination” means the date a Participant ceases to be an Employee of the Company, the Parent or a Subsidiary of the Parent if such cessation is other than by a termination for Cause and the Participant has all or a part of an EBIP Award vested.

 

(y) “Vesting Date” means the date on which the Participant becomes vested in his or her EBIP Award as provided in Section 5.

 

3. ADMINISTRATION OF THE PLAN

 

(a) Duties and Powers of the Administrator. The Plan will be administered by the Administrator. The Plan Administrator shall be the Compensation Committee of the Board. The Administrator may adopt its own rules of procedure, and the action of the Compensation Committee of the Board, taken at a meeting or, to the extent permitted by law, taken without a meeting by a writing signed by such majority (or by all or such greater proportion of the members thereof if required by law), shall constitute action by the Administrator. The Administrator shall have the power, authority, and discretion to administer, construe, and interpret the Plan and EBIP Award Agreements, including, without limitation, the discretion to determine which employees shall be Participants and the terms and conditions, subject to the Plan, of the individual EBIP Award Agreements. The decisions and interpretations of the Administrator with respect to any matter concerning the Plan shall be final, conclusive, and binding on all parties who have an interest in the Plan. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan.

 

(b) Delegation. In its absolute discretion, the Administrator may delegate to the Chief Executive Officer or other senior officers of the Company its duties under the Plan subject to any conditions and limitations as the Administrator shall prescribe.

 

(c) Expenses; Professional Assistance; Good Faith Actions. All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Administrator, the Company and its Subsidiaries, and the officers of the Company and its Subsidiaries shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and its Subsidiaries, and all other interested persons. No member of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the EBIP Awards, and all members of the Administrator shall be fully protected by the Company with respect to any such action, determination, or interpretation.

 

4. INDIVIDUAL GRANTS; ELIGIBILITY; UNITS

 

(a)

Eligibility. Participants will be chosen by the Administrator, in its sole discretion, from employees who, in the Administrator’s judgment, have a significant opportunity to influence the growth of the Company or whose outstanding performance or potential

 

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  merit deserve further incentive and reward for continued employment and accomplishment. Any employee who receives a Grant must enter into a Confidentiality Agreement or already be subject to a Confidentiality Agreement with the Company satisfactory to the Administrator.

 

5. AWARDS

 

(a) Grant of EBIP Awards. The Administrator shall grant EBIP Units based upon the “Predetermined Amounts” as defined in Section 2(s) of this Agreement. In addition, in the event of a Change in Control, Participants shall be immediately awarded the difference between the EBI Preferred Units specified in their Initial EBI Preferred Award and the Cumulative EBI Preferred Units they have been awarded. Each EBIP Award will be evidenced by an EBIP Award Agreement containing such terms and conditions, not inconsistent with the Plan, as the Administrator will approve. An EBIP Award will become effective upon the execution by the Participant of an EBIP Award Agreement, acknowledging the terms and conditions of the EBIP Award and the execution of a Confidentiality Agreement with the Company satisfactory to the Administrator if Participant is not already subject to such an agreement that is satisfactory to the Administrator.

 

(b) Unit Accounts. Any EBIP Units awarded to a Participant shall be credited to an account to be maintained on behalf of such Participant. Such account shall be debited by the number of EBIP Units with respect to which any Payments are made pursuant to Section 6.

 

(c) Vesting. Each EBIP Award shall vest on the Vesting Date as specified in the following Vesting Schedule.

 

Complete Years of Service

on the January 1

Following Grant Date

   Percentage Vested  

1

     14.28

2

     28.56

3

     42.84

4

     57.12

5

     71.40

6

     85.68

7

     100

For example, if a Participant employed by the Company on January 1, 1995 received a Grant of EBIP Units on November 1, 2006, he or she would be 0% vested in those Units prior to January 1, 2008, and 14.28% vested in those Units on January 1, 2008. If the Participant received a Grant of additional EBIP Units on February 1, 2007, he or she would be 0% vested in those Units prior to January 1, 2009, and 14.28% vested in those Units on January 1, 2009, at which point the Participant would be 28.56% vested in the Units Granted on October 1, 2006.

 

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Any EBIP Award, or portion thereof, not vested upon the date of a Participant’s termination of employment with the Company, its Parent, or Subsidiaries of the Parent will be forfeited, and no payment will be made thereon. If a Participant’s employment is terminated for Cause, the Participant shall forfeit any EBIP Award, whether vested or unvested, or any portion thereof, outstanding as of the date of such termination of employment.

 

6. PAYMENT OF EBIP UNITS

 

(a) Payment Date. Except as provided herein, each vested EBIP Award shall become payable on April 1st immediately following the earlier to occur of: the seventh January 1 following the EBIP Grant Date, the Participant’s Death, Disability, or Change in Control. For example, if a Participant employed by the Company on January 1, 1995 received a Grant of EBIP Units on October 1, 2006, he or she would be 100% vested in those Units on January 1, 2014. If the Participant separates employment due to Retirement or Vested Termination, then the Payment Date will be the April 1st after the second January 1, following termination assuming the Participant has not violated the terms of his or her Confidentiality Agreement with the Company. For example, if a Participant employed by the Company on January 1, 1995 received a Grant of EBIP Units on October 1, 2006, he or she would be 57.12% vested in those EBIP Units on January 1, 2011 and if such Participant separates employment in a Vested Termination on October 1, 2011, he or she would be paid the December 31, 2010 value of those EBIP Units on April 1, 2013. If such Participant separates employment due to Retirement on October 1, 2014, he or she would be 100% vested and would be paid the December 31, 2013 value of those EBIP Units on April 1, 2016. Disability occurring after Retirement or a Vested Termination does not affect the timing or amount of payment. However, if there is a Change in Control occuring after Retirement (but not after Vested Terminiation), the Fair Market Value of the Common Stock on the date of Change in Control shall be based on the average price of the common stock purchased in connection with such Change in Control. The death of the Participant after a Vested Termination will affect the timing of payment in that the timing of payment will be April 1 following the January 1 immediately after death if such is sooner than the normal Payment Date. The amount of the payment is not changed. For example, a Participant separates employment in a Vested Termination on October 1, 2009 when 42.84% vested. The computed amount for the vested EBIP Units as of December 31 of 2008 is $100,000. Normally the Payment date for such EBIP Units would be April 1, 2014. However, if the Participant passes away on December 1, 2009, the Payment date would be April 1, 2010 and the amount to be paid on such date would be $100,000.

 

(b)

Payment Date. On the Payment Date, each Participant shall be entitled to receive an amount in cash for each EBIP Unit awarded to such Participant equal to the Fair Market Value of a share of Common Stock on the December 31 immediately preceding the Payment Date (or in the case of a Change of Control due to a change in ownership or change in effective control, the Fair Market Value of the Common Stock on the date of the Change of Control due to a change in ownership or change in effective control based

 

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  on the average price of the common stock purchased in connection with such change in ownership or change in effective control), less any required income tax withholding. Notwithstanding the preceding, with respect to a Participant who separates from employment in a Vested Termination, the amount of cash the Participant is to receive is the Fair Market Value of a share of Common Stock on the December 31 immediately preceding the date of Vested Termination. In the event of a Change in Control, if a portion of the purchase price for the stock is subject to an earn out or other contingency, the Participant shall first receive an amount in cash on the Payment Date for each EBIP Unit awarded to such Participant equal to the Fair Market Value determined without the contingency. As the contingency is satisfied, the Fair Market Value shall be recomputed and the incremental increase shall be paid in cash to the Participant on April 1 following the January 1 immediately following the satisfaction of a contingency.

 

7. DILUTION AND OTHER ADJUSTMENTS

In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, the Administrator will make such adjustments, if any, as it in its sole discretion deems equitable in the number of EBIP Units with respect to which an EBIP Award held by any Participant is referenced, such adjustments to be conclusive and binding upon all parties concerned.

 

8. CANCELLATION OF AWARDS

The Administrator may cancel all or any part of an EBIP Award with the written consent of the Participant holding such Award. In the event of any cancellation, all rights of the former Participant in respect of such cancelled EBIP Award will terminate.

 

9. MISCELLANEOUS PROVISIONS

 

(a) Assignment and Transfer. EBIP Awards will not be transferable other than by will or the laws of descent and distribution and may be realized, during the lifetime of the Participant, only by the Participant or by their guardian or legal representative. No EBIP Award or interest or right therein shall be liable for the debts, contracts, or engagements of the Participant or their successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment, or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment, or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

 

(b) No Right to Awards or Employment. No Employee or other person will have any claim or right to be granted an EBIP Award. Neither the Plan nor any action taken hereunder will be construed as giving any Employee or Participant any right to be retained in the employ of the Company, the Parent or any Subsidiaries thereof.

 

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(c) General Creditor Status. Obligations of the Company under the Plan shall be unsecured and unfunded obligations, and the holders of EBIP Awards shall be general unsecured creditors of the Company.

 

(d) Withholding. The Company and its Subsidiaries will have the right to deduct from payment of an EBIP Award any taxes required by law to be withheld from an Employee with respect to such payment.

 

(e) Securities Laws. Each EBIP Award will be subject to the condition that such EBIP Award may not be exercised if the Administrator determines that the exercise of such EBIP Award may violate the Securities Act or any other law or requirement of any governmental authority. The Company will not be deemed by any reason of the granting of any EBIP Award to have any obligation to register the EBIP Awards under the Securities Act or to maintain in effect any registration of such EBIP Awards or shares that may be made at any time under the Securities Act.

 

(f) No Strict Construction. No rule of strict construction will be applied against the Company, the Administrator, or any other person in the interpretation of any of the terms of the Plan, any EBIP Award, or any rule or procedure established by the Administrator.

 

(g) Stockholder Rights. A Participant will not have any dividend, voting, or other stockholder rights by reason of a grant of an EBIP Award or settlement of an EBIP Award. An EBIP Award does not give a Participant an interest in stock or securities or the right to stock or securities but rather uses an equity based formula to determine bonus compensation.

 

(h) Severability. Whenever possible, each provision in the Plan and in every EBIP Award Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan or any EBIP Award Agreement made thereunder will be held to be prohibited by or invalid under applicable law, then (i) such provision will be deemed amended, and to have contained from the outset such language necessary to accomplish the objectives of the provision as originally written to the fullest extent permitted by law, and (ii) all other provisions of the Plan and every EBIP Award Agreement will remain in full force and effect.

 

(i) Governing Law. The Plan will be governed by and construed in accordance with the laws of the United States of America and, to the extent not inconsistent therewith, by the laws of the State of Tennessee without regard to conflicts of laws thereof.

 

(j) For Cause Termination. Shall include any of the following: (i) Employee is indicted on a felony charge unless and until the charge is subsequently dismissed; (ii) Employee is convicted of a felony (or submits a nolo contendere plea to one); (iii) Employee’s performance while on or about the business of the Company is impaired by the use of alcohol, drugs, or other mind or behavior altering substances; (iv) Employee commits an act of fraud or dishonesty or knowingly permits another employee to commit an act of fraud or dishonesty; (v) Employee’s willful neglect of, or willful failure to perform their duties; (vi) breach of the restrictive provisions contained in the Confidentiality Agreement.

 

(k)

Right of Setoff. Notwithstanding anything which may be to the contrary contained herein, the Participant hereby agrees that the Company, the Parent and Subsidiaries shall have a lien and a right to setoff for all liabilities, whether or not matured, owed by the Participant to the Company, the Parent and Subsidiaries arising out of this Agreement, or

 

Page 9


  the Participant’s Confidentiality or any other obligation owed by Participant or the Participant’s Personal Representative to the Company, the Parent and Subsidiaries upon and against all payments due and obligations of the Company under this Agreement. Company may at any time without notice to Participant reduce the amount of any payment due to Participant hereunder by the amount of any obligation owed by Participant to the Company, the Parent and Subsidiaries; provided, however, that any exercise of such right of setoff shall not be construed as a waiver or election of the Company, the Parent and Subsidiaries to forego any other remedy or remedies that may be available at law or in equity.

 

(l) Applicable Law and Regulations. This Plan and each of its provisions is intended to comply with all applicable state and federal laws, rules and regulations and in particular with any law, rule, regulation or interpretation of any state or federal bank regulatory authority, now in force or hereafter enacted or promulgated (each a “Banking Law”) and Section 409A of the Internal Revenue Code. Any provisions of this Plan determined not to be consistent with current or future applicable laws or regulations shall be disregarded by the Plan Administrator who shall cause the Plan to be amended to be consistent with all applicable laws and regulations and such Plan shall be deemed modified as necessary to conform with any Banking Law. This Plan shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to the principles of conflicts of law thereof. The parties consent to exclusive jurisdiction and venue in the state or federal courts sitting in Nashville, Tennessee. Each party hereto waives all defenses of lack of personal jurisdiction and forum non conveniens.

 

10. AMENDMENT AND TERMINATION

The Administrator may at any time amend, suspend, or terminate the Plan, provided that no such action will adversely affect any rights under any EBIP Awards theretofore granted or change the vesting applicable to an EBIP Award in a manner adverse to a Participant, except in accordance with Section 7.

 

11. EFFECTIVE DATE OF THE PLAN

The Plan will become effective as of                     .

*  *  *

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of FirstBank on                    .

Executed on this      day of             .

 

 

Chief Executive Officer

 

Page 10

EX-10.12 9 d241660dex1012.htm EX-10.12 EX-10.12

EXHIBIT 10.12

FirstBank 2012 Equity Based Incentive Plan

1. PURPOSE OF THE PLAN

FirstBank (the “Company”), a corporation organized under the laws of the State of Tennessee, hereby adopts this 2012 Equity Based Incentive Plan (the “Plan”). The purposes of the Plan are:

 

(a) To promote the long-term financial interests and growth of the Company and the Subsidiaries (as defined below) by attracting and retaining management and personnel with the training, experience, and ability to make a substantial contribution to the success of the business of the Company and the Subsidiaries;

 

(b) To motivate personnel by means of incentives to achieve long range goals;

 

(c) To further align the interests of Participants with those of the Company’s Parent and its stockholder(s) through opportunities for equity-based incentives in the Company; and

 

(d) To allow each participant to share in the value of the Company on the date such Participant is granted EBI Units (as defined below) and the increase in the value of the Company following the date such Participant is granted EBI Units in accordance with the terms of the Plan.

2. DEFINITIONS

 

(a) “Administrator” means the Vice Chairman of the Board and the President of the Company.

 

(b) “Award” means a grant of EBI Units.

 

(c) “Award Agreement” means an agreement entered into between the Company and the Participant evidencing the terms of this 2012 Equity Based Incentive Plan.

 

(d) “Board” or “Board of Directors” means the Board of Directors of the Company as it may be constituted from time to time.

 

(e) “Cause” means (i) Employee is indicted on a felony charge unless and until the charge is subsequently dismissed; (ii) Employee is convicted of a felony (or submits a nolo contendere plea to one); (iii) Employee’s performance while on or about the business of the Company is impaired by the use of alcohol, drugs, or other mind or behavior altering substances; (iv) Employee commits an act of fraud or dishonesty or knowingly permits another employee to commit an act of fraud or dishonesty; (v) Employee’s willful neglect of, or willful failure to perform, their duties; (vi) breach of the restrictive provisions contained in any Confidentiality Agreement or Non-Competition and Non-Solicitation Agreement.

 

1


(f) “Change in Control” means the occurrence of a “change in ownership,” or a “change in ownership of a substantial portion of assets.”

A “change in ownership” occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company or the Parent that, together with any stock already held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company or the Parent, as applicable. However, if any one person or group is already considered to own more than 50% of the Company or the Parent at the time an Award is made, the acquisition of additional stock by such person or group is not considered to cause a change in ownership with respect to such Award. A change in ownership will also occur in the event of a public offering in which more than 50% of the total fair market value or total voting power of the stock of the Company or the Parent is sold.

A “change in ownership of a substantial portion of assets” occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to or greater than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a Company is not treated as a change in ownership of such assets if the assets are transferred to:

 

  i. a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

 

  ii. an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company or the Parent;

 

  iii. a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

 

  iv. an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person or group described in (iii) above.

For purposes of (ii) through (iv) above, a person’s or group’s status is determined immediately after the transfer of assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation.

 

2


However, notwithstanding the above, a Change in Control shall not include a sale to an Employee Stock Ownership Plan sponsored by the Company or its Subsidiaries or Parent or a sale or transfer to a Family Member or members of a current shareholder of the Parent or a trust or partnership established by a current shareholder of the Parent or Family Member of such shareholder if the partnership is substantially owned (80% or more) by a current shareholder or Family Member, or a transfer to a charitable trust or foundation established by a current shareholder or Family Member. A current shareholder is a shareholder of the Parent as of the date of the adoption of this Plan.

 

(g) “Code” means the Internal Revenue Code of 1986, as amended.

 

(h) “Company” means First Bank, a Tennessee corporation, also known as FirstBank.

 

(i) “Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

 

(j) “Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, or of any corporation which is a Subsidiary.

 

(k) “EBI Units” means a contractual right to receive the Fair Market Value of a share of Common Stock on the Payment Date after the Grant Date on each EBI Unit subject to such Award.

 

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statutes or regulations of similar purpose or effect.

 

(m)

“Fair Market Value” of the Company as of a given date shall be the value computed as of the December 31 immediately prior to the date such value is to be determined (e.g. date of Award or Payment), of all outstanding shares of Common Stock of the Company (“Common Stock”) determined according to the following: (a) If the Common Stock is publicly traded, the market value of the Company as computed by the aggregate, multiplied by the closing price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or, if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (b) if Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, market value of the Company as computed by the aggregate, as of the December 31 immediately prior to the valuation event, of all outstanding shares of Common Stock multiplied by the closing price for the Common Stock on the trading day previous to such date as reported by NASDAQ or such successor quotation system, or (c) if Common Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation

 

3


  system, the Fair Market Value of the Company shall be determined by the Formula Value. The Formula Value is defined as the average of the sum of (a) 1.5 times FSB After-Tax Earnings and (b) 1.5 times the Parent’s FSB Tangible Book Value. FSB After-Tax Earnings is defined as the consolidated pre-tax earnings of the Company and the Parent minus a default rate equal to the then existing corporate income tax rate imposed by the Code on a corporation’s earnings of such amount. FSB Tangible Book Value is defined as the consolidated equity of the Company and Parent less Unrealized Gain (Loss) and less Intangibles.

The Fair Market Value of a share of Common Stock shall be the determined by dividing the Fair Market Value of the Company as determined above by the number of shares of Common Stock outstanding on June 30, 2012 (as such total shares shall be adjusted in accordance with section 7 hereof), as illustrated by the following formula:

 

Value of share of Common Stock =  

Stock Market Value of Company, or Formula Value (whichever is applicable)

 

Total Shares of Common Stock

(171,800 shares at 6-30-12, as adjusted pursuant to section 7 hereof)

However, if an Employee first becomes entitled to a Plan distribution due to a Change in Control, the Fair Market Value of the Company shall equal the greater of: (i) the Formula Value as of December 31 of the previous year, or (ii) the value of the Common Stock as paid in the Change in Control (the average price per share paid for such Common Stock aggregating into the Change of Control). In the event a portion of the purchase price in the Change of Control transaction is subject to an earn out or other contingency, the contingency component shall be computed and paid in accordance with the provisions of section 6(b) hereof as the contingency is met. In the event the stock involved in the Change in Control is that of the Parent, the Administrator shall obtain an appraisal of the value of the transaction attributable to the Company, so as to determine the Fair Market Value of the common stock of the Company based on the sale of the Parent’s stock. Further, Fair Market Value shall at all times be determined in a manner consistent with Section 409A of the Internal Revenue Code, as applicable.

 

(n) “Family Member” means the spouse, lineal descendants and spouses of lineal descendants of the measuring person. For this purpose, an adopted child shall be considered a lineal descendant of the adopting parent. Any shares owned by a spouse immediately following a divorce shall be deemed owned by a Family Member.

 

4


(o) “Grant Date” means the effective date of an Award granted to a Participant.

 

(p) “Parent” means First South Bancorp, Inc.

 

(q) “Participant” means an Employee who has received an Award that has not been settled, cancelled or forfeited.

 

(r) “Plan” means this FirstBank 2012 Equity Based Incentive (EBI) Plan, as may be amended from time to time.

 

(s) “Retirement” means (i) termination of employment with the Company by a Participant who is age 65 or older or (ii) termination of employment with the Company by a younger Participant where the Chairman of the Board in his sole discretion deems to accept such termination as a Retirement; provided, however, that to the extent that an Award is nonqualified deferred compensation (within the meaning of Section 409A of the Internal Revenue Code), the definition of “Retirement” with respect to the timing of payment (and not merely vesting) of the Award cannot be changed after the Award is granted.

 

(t) “Securities Act” means the Securities Act of 1933, as amended, and any successor statutes or regulations of similar purpose or effect.

 

(u) “Payment Date” means the date set forth in Section 6 pursuant to which a Participant becomes entitled to payment for his or her EBI Units.

 

(v) “Subsidiary” means (i) any corporation the majority of the voting power of all classes of stock entitled to vote or the majority of the total value of shares of all classes of stock of which is owned, directly or indirectly, by the Company or its Parent, or (ii) any trade, business, or other entity other than a corporation of which the majority of the profits interest, capital interest, or actuarial interest is owned, directly or indirectly, by the Company or its Parent.

 

(w) “Vesting Date” means the date on which the Participant becomes vested in his or her Award as provided in Section 5.

3. ADMINISTRATION OF THE PLAN

 

(a)

Duties and Powers of the Administrator. The Plan will be administered by the Administrator. The Administrator may adopt its own rules of procedure, and the action of the Compensation Committee of the Board, taken at a meeting or, to the extent permitted by law, taken without a meeting by a writing signed by such majority (or by all or such greater proportion of the members thereof if required by law), shall constitute action by the Administrator. The Administrator shall have the power, authority, and discretion to administer, construe, and interpret the Plan and Award Agreements, including, without limitation, the discretion to determine which employees shall be Participants and the terms and conditions, subject to the

 

5


  Plan, of the individual Award Agreements. The decisions and interpretations of the Administrator with respect to any matter concerning the Plan shall be final, conclusive, and binding on all parties who have an interest in the Plan. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan. Notwithstanding the above provisions of this subsection (a), the selection of Participants and the determination of the grants under this Plan shall be made by the Chairman of the Board of the Company.

 

(b) Delegation. In its absolute discretion, the Administrator may delegate to the other senior officers of the Company its duties under the Plan subject to any conditions and limitations as the Administrator shall prescribe.

 

(c) Expenses; Professional Assistance; Good Faith Actions. All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Administrator, the Company and its Subsidiaries, and the officers of the Company and its Subsidiaries shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and its Subsidiaries, and all other interested persons. No member of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Awards, and all members of the Administrator shall be fully protected by the Company with respect to any such action, determination, or interpretation.

4. INDIVIDUAL GRANTS; ELIGIBILITY; UNITS

 

(a) Eligibility. Participants will be chosen by the Chairman of the Board of the Company, in his sole discretion, from employees who, in his judgment, have a significant opportunity to influence the growth of the Company or whose outstanding performance or potential merit deserve further incentive and reward for continued employment and accomplishment. Any employee who receives a Grant must enter into a Confidentiality Agreement and a Non-Competition and Non-Solicitation Agreement or equivalent or already be subject to a Confidentiality Agreement and a Non-Competition and Non-Solicitation Agreement with the Company, in either case in form and substance satisfactory to the Administrator. The Administrator may vary the requirements of the Non-Confidentiality aspect of the Agreement by category of amount of grant or such other criteria as the Administrator may determine.

 

6


5. AWARDS

 

(a) Grant of Awards. The Chairman of the Board of the Company may, in his sole discretion, at any time and from time to time grant EBI Units to any Employee. Each Award will be evidenced by an Award Agreement containing such terms and conditions, not inconsistent with the Plan, as the Chairman of the Board of the Company shall designate. An Award will become effective upon the execution by the Participant of an Award Agreement, acknowledging the terms and conditions of the Award and the execution of a Confidentiality Agreement and a Non-Competition and Non-Solicitation Agreement with the Company satisfactory to the Administrator if Participant is not already subject to such an agreement(s) that is satisfactory to the Administrator.

 

(b) Unit Accounts. Any EBI Units awarded to a Participant shall be credited to an account to be maintained on behalf of such Participant. Such account shall be debited by the number of EBI Units with respect to which any Payments are made pursuant to Section 6.

 

(c) Vesting. Each Award shall vest on the Vesting Date as specified in the following Vesting Schedule.

 

Complete Years of Service

Following Grant Date

   Percentage Vested  

1

     0

2

     0

3

     100

Provided however, that (subject to the last sentence in this paragraph) in the case of Retirement, death or Disability the Award shall be deemed fully vested upon the date of such Retirement, death or Disability, and provided further, that in the case of a Change in Control, all Units shall become fully vested. However, in no event may any vesting violate the minimum two-year vesting period specified in the definition of “Long Term Restricted Stock” in the Department of Treasury’s Interim Final Rule in 31 CFR Part 30.

For example, if a Participant received a Grant of EBI Units on October 1, 2012, he or she would be 0% vested in those Units prior to September 30, 2015, and 100% vested on September 30, 2015. Any Award, or portion thereof, not 100% vested upon the date of a Participant’s termination (by resignation or dismissal,) of employment with the Company, its Parent, or Subsidiaries of the Parent or Company will be forfeited, and no payment will be made thereon, except that, in the case of Retirement, death or Disability the EBI Units shall be deemed fully vested upon the date of such Retirement, death or Disability. If a Participant’s employment is terminated for Cause, the Participant shall forfeit any Award and all EBI Units, whether vested or unvested, or any portion thereof, outstanding as of the date of such termination of employment.

 

7


6. PAYMENT OF EBI UNITS

 

(a) Payment Date. Except as provided herein, and assuming the Participant has not violated the terms of his or her Confidentiality Agreement or Non-Competition and Non-Solicitation Agreement, all as set forth in section 4 hereof, the Fair Market Value of the vested portion of each Award/EBI Units shall become payable in accordance with subsection (b) below on the earlier to occur of: (i) the 100% vesting of the Award/EBI Units, or (ii) the Retirement, death or Disability of the Participant, or (iii) a Change of Control. For example, if a Participant received a Grant of EBI Units on October 1, 2012, he or she would be 100% vested in those Units on September 30, 2015, and payment would be made on September 30, 2015 based on Fair Market Value as of December 31, 2014. If the Participant separates employment due to Retirement, death or Disability prior to 100% vesting, then the Units will become fully vested upon such event and the Payment Date will be the date of such Retirement, death or Disability and the amount paid shall be the Fair Market Value (as of the December 31 preceding Retirement, death or Disability) of the full Award/EBI Units in the case of Retirement, death or Disability. If a Change of Control occurs prior to full vesting, all outstanding Awards/EBI Units shall become fully vested upon the Change in Control and paid at such date (subject to the provisions herein regarding deferrred payment of contingent purchase price in Change in Control transactions). To provide for administrative flexibility, the actual payment of amounts due under this Plan may be delayed by the Company until the end of the fiscal quarter in which the Payment Date occurs.

 

(b) Payment. On the Payment Date, each Participant shall be entitled to receive an amount in cash for each EBI Unit vested to such Participant equal to the Fair Market Value of a share of Common Stock on the December 31 immediately preceding the Payment Date (or in the case of a Change of Control, the Fair Market Value of a share of Common Stock on the date of the Change of Control), as specified in the definition of Fair Market Value in section 2, less any required income tax withholding. In the event of a Change in Control, if a portion of the purchase price for the stock is subject to an earn out or other contingency, the Participant shall first receive an amount in cash on the Payment Date for each EBI Unit awarded to such Participant equal to the Fair Market Value determined without the contingency. As the contingency is satisfied and paid, the Fair Market Value shall be recomputed and the incremental increase shall be paid in cash to the Participant immediately following the satisfaction of a contingency and payment of the earn out/contingency, but in no event later than two and one-half months after the end of the later of the calendar year or the Company’s fiscal year in which the right to payment is no longer subject to a substantial risk of forfeiture.

 

8


(c) Postponement of Payment in the Event CPP Obligations are Outstanding. In the event that there is outstanding any obligations to the United States Treasury pursuant to the funding of the CPP note and warrants issued by the Parent of the Company on July 17, 2009, the payment to any Participant shall be postponed to the extent postponement is required for any other Participant by the regulation specified in the definition of “Long Term Restricted Stock” in the Interim Final Rule in 31 CFR Part 30. Such postponement shall be applicable to the Participants who have been covered by the prohibition on bonuses and incentive payments provisions of such Interim Final Rule in any year in which or for which they participate in this Plan, and such postponement shall apply regardless of any vesting hereunder. Prior to any Payment, the Administrator shall consult with legal counsel to determine whether, and to what extent, a Participant is affected by the said CPP restrictions.

7. DILUTION AND OTHER ADJUSTMENTS

In the event of any change in the outstanding shares of Common Stock by reason of any issuance of shares in a sale of shares for cash, stock dividend or split, recapitalization, merger, acquisition of another company, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, the Administrator will make such adjustments, if any, as it in its sole discretion deems equitable in the number of EBI Units with respect to which an Award held by any Participant is referenced, such adjustments to be conclusive and binding upon all parties concerned.

8. REIMBURSEMENT OF PAYMENT IN THE EVENT OF BREACH OF CONFIDENTIALITY AGREEMENT OR NON-COMPETITION AND NON-SOLICITIATION AGREEMENT; RIGHT OF SET-OFF; CANCELLATION OF AWARDS.

In the event that the Participant breaches the Non-Competition and Non-Solicitation Agreement, following receipt of payment for an Award, the Participant shall, upon demand by Company, immediately pay to Company an amount equal to the amount he or she received for payment of the Award.

Notwithstanding anything which may be to the contrary contained herein, the Participant hereby agrees that the Company, the Parent and Subsidiaries shall have a lien and a right to setoff for all liabilities, whether or not matured, owed by the Participant to the Company, the Parent and Subsidiaries arising out of this Agreement, or the Participant’s Confidentiality Agreement or Non-Competition and Non-Solicitation Agreement or any other obligation owed by Participant or the Participant’s Personal Representative to the Company, the Parent and Subsidiaries upon and against all payments due and obligations of the Company under this Agreement. Company may at any time without notice to Participant reduce the amount of any payment due to Participant hereunder by the amount

 

9


of any obligation owed by Participant to the Company, the Parent and Subsidiaries; provided, however, that any exercise of such right of setoff shall not be construed as a waiver or election of the Company, the Parent and Subsidiaries to forego any other remedy or remedies that may be available at law or in equity.

All or any part of an Award may be cancelled with the written consent of the Participant holding such Award. In the event of any cancellation, all rights of the former Participant in respect of such cancelled Award will terminate.

9. MISCELLANEOUS PROVISIONS

 

(a) Assignment and Transfer. Awards will not be transferable other than by will or the laws of descent and distribution and may be realized, during the lifetime of the Participant, only by the Participant or by their guardian or legal representative. No Award or interest or right therein shall be liable for the debts, contracts, or engagements of the Participant or their successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment, or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment, or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

 

(b) No Right to Awards or Employment. No Employee or other person will have any claim or right to be granted an Award. Neither the Plan nor any action taken hereunder will be construed as giving any Employee or Participant any right to be retained in the employ of the Company, the Parent or any Subsidiaries thereof.

 

(c) General Creditor Status. Obligations of the Company under the Plan shall be unsecured and unfunded obligations, and the holders of Awards shall be general unsecured creditors of the Company.

 

(d) Withholding. The Company and its Subsidiaries will have the right to deduct from payment of an Award any taxes required by law to be withheld from an Employee with respect to such payment.

 

(e) Securities Laws. Each Award will be subject to the condition that such Award may not be exercised if the Administrator determines that the exercise of such Award may violate the Securities Act or any other law or requirement of any governmental authority. The Company will not be deemed by any reason of the granting of any Award to have any obligation to register the Awards under the Securities Act or to maintain in effect any registration of such Awards or shares that may be made at any time under the Securities Act.

 

10


(f) No Strict Construction. No rule of strict construction will be applied against the Company, the Administrator, or any other person in the interpretation of any of the terms of the Plan, any Award, or any rule or procedure established by the Administrator.

 

(g) Stockholder Rights. A Participant will not have any dividend, voting, or other stockholder rights by reason of a grant of an Award or settlement of an Award. An Award does not give a Participant an interest in stock or securities or the right to stock or securities but rather uses an equity based formula to determine bonus compensation.

 

(h) Severability. Whenever possible, each provision in the Plan and in every Award Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan or any Award Agreement made thereunder will be held to be prohibited by or invalid under applicable law, then (i) such provision will be deemed amended, and to have contained from the outset such language necessary to accomplish the objectives of the provision as originally written to the fullest extent permitted by law, and (ii) all other provisions of the Plan and every Award Agreement will remain in full force and effect.

 

(i) Governing Law. The Plan will be governed by and construed in accordance with the laws of the United States of America and, to the extent not inconsistent therewith, by the laws of the State of Tennessee without regard to conflicts of laws thereof.

 

(j) Applicable Law and Regulations. This Plan and each of its provisions is intended to comply with all applicable state and federal laws, rules and regulations and in particular with any law, rule, regulation or interpretation of any state or federal bank regulatory authority, now in force or hereafter enacted or promulgated (each a “Banking Law”) and Section 409A of the Internal Revenue Code. Notwithstanding anything herein to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, the payment schedule for an Award shall be modified or adjusted as necessary to provide that no payments shall be made until the expiration of six months following a separation from service pursuant to the default definition in Treasury Regulation section 1.409A-1(h). Any provisions of this Plan determined not to be consistent with current or future applicable laws or regulations shall be disregarded by the Plan Administrator who shall cause the Plan to be amended to be consistent with all applicable laws and regulations and such Plan shall be deemed modified as necessary to conform with any Banking Law. This Plan shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to the principles of conflicts of law thereof. The parties consent to exclusive jurisdiction and venue in the state or federal courts sitting in Nashville, Tennessee. Each party hereto waives all defenses of lack of personal jurisdiction and forum non conveniens.

 

11


10. AMENDMENT AND TERMINATION

The Administrator may at any time amend, suspend, or terminate the Plan, provided that no such action will adversely affect any rights under any Awards theretofore granted or change the vesting applicable to an Award in a manner adverse to a Participant, except in accordance with Section 7.

11. EFFECTIVE DATE OF THE PLAN

The Plan will become effective as of the date on which it is adopted by the Compensation Committee of the Board of Directors of FirstBank.

*  *  *

I hereby certify that the foregoing Plan was duly adopted by the Compensation Committee of the Board of Directors of FirstBank on                     .

Executed on this      day of             .

 

 

Chief Executive Officer

 

12

EX-16.1 10 d241660dex161.htm EX-16.1 EX-16.1

Exhibit 16.1

 

LOGO

August 19, 2016

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Commissioners:

We are the predecessor independent auditor under the AICPA standards for FB Financial Corporation, a Tennessee corporation (the “Company”). We have read the Company’s statements included under the section titled “Change in accountants” on Form S-1 filed on August 19, 2016, and we agree with such statements concerning our firm.

 

Yours very truly,
LOGO
HORNE LLP

CONSTRUCTION  |  FINANCIAL INSTITUTIONS  |  FRANCHISE  |  GOVERNMENT SERVICES

HEALTHCARE  |   PUBLIC & MIDDLE MARKET  |  WEALTH ADVISORS

EX-21.1 11 d241660dex211.htm EX-21.1 EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF FB FINANCIAL CORPORATION

 

Ownership
Percentage

  

Name

  

Place of Incorporation

100%   

FirstBank

   Tennessee
           100% RE Holdings, Inc.    Tennessee
           100% First Holdings, Inc.    Tennessee
           100% FirstBank Insurance, Inc.    Tennessee
           100% Investors Title Co., Inc.    Tennessee
           100% First Community Development, Inc.    Tennessee
EX-23.1 12 d241660dex231.htm EX-23.1 EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-1 of FB Financial Corporation of our report dated March 30, 2016, except for the segment financial information described in Note 21, as to which the date is June 24, 2016, and the stock split described in Note 25, as to which the date is August 19, 2016, relating to the consolidated financial statements of FB Financial Corporation, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our firm under the heading “Experts” in such Prospectus.

 

/s/ RSM US LLP
Jacksonville, Florida
August 19, 2016
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