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8-K - 8-K - Atlantic Capital Bancshares, Inc.acb-form8xkinvestorpresent.htm
1 Atlantic Capital Bancshares, Inc. (ACBI) Investor Presentation August 2, 2016


 
Forward-Looking Statements This presentation contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the expected growth opportunities and cost savings from the transaction with First Security Group, Inc. (“First Security”) may not be fully realized or may take longer to realize than expected; (2) revenues following the transaction with First Security and recent branch sales may be lower than expected as a result of deposit attrition, increased operating costs, and customer loss and business disruption may be greater than expected; (3) diversion of management time on merger related issues; (4) changes in asset quality and credit risk; (5) the cost and availability of capital; (6) customer acceptance of the combined company’s products and services; (7) customer borrowing, repayment, investment and deposit practices; (8) the introduction, withdrawal, success and timing of business initiatives; (9) the impact, extent, and timing of technological changes; (10) severe catastrophic events in our geographic area; (11) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (12) the U.S. legal and regulatory framework, including those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act could adversely affect the operating results of the combined company; (13) the interest rate environment may compress margins and adversely affect net interest income; (14) changes in trade, monetary and fiscal policies of various governmental bodies and central banks could affect the economic environment in which we operate; (15) our ability to determine accurate values of certain assets and liabilities; (16) adverse behaviors in securities, public debt, and capital markets, including changes in market liquidity and volatility; (17) our ability to anticipate interest rate changes correctly and manage interest rate risk presented through unanticipated changes in our interest rate risk position and/or short- and long-term interest rates; (18) unanticipated changes in our liquidity position, including but not limited to our ability to enter the financial markets to manage and respond to any changes to our liquidity position; (19) adequacy of our risk management program; (20) increased costs associated with operating as a public company; (21) competition from other financial services companies in the companies’ markets could adversely affect operations; and (22) other factors described in Atlantic Capital’s reports filed with the Securities and Exchange Commission and available on the SEC’s website (www.sec.gov). 2


 
Non-GAAP Financial Information Statements included in this presentation include non-GAAP financial measures and should be read long with the accompanying tables, which provide a reconciliation of non-GAAP financial measures to GAAP financial measures. Atlantic Capital management uses non-GAAP financial measures, including: (i) operating net income; (ii) operating non-interest expense; (iii) operating provision for loan losses, (iv) taxable equivalent net interest margin, (v) efficiency ratio (vi) operating return on assets; (vii) operating return on equity: (viii) tangible common equity and (ix) deposits excluding deposits assumed in branch sales, in its analysis of the Company's performance. Management believes that non-GAAP financial measures provide a greater understanding of ongoing performance and operations, and enhance comparability with prior periods. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as determined in accordance with GAAP, and investors should consider Atlantic Capital’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP. Non-GAAP financial measures may not be comparable to non-GAAP financial measures presented by other companies. 3


 
Proprietary & Confidential Overview  Atlantic Capital was organized in 2006 and completed an initial equity capital raise of $125 million in 2007  Focused on banking:  Small to mid-sized enterprises with revenues up to $250 million  Highly-select group of institutional caliber commercial real estate developers and investors  Principals of our commercial clients, professionals and their practices  Differentiated by providing superior expertise, competitive capabilities, and high touch service delivery  Completed acquisition of First Security on October 31, 2015  Public market liquidity and value by listing shares on NASDAQ  Geographic diversification into Eastern Tennessee  Business mix diversification  Sold 7 offices in Eastern Tennessee as part of repositioning of First Security’s retail business  Closed in 2nd quarter of 2016 4


 
Proprietary & Confidential Atlantic Capital Strategy Become a premier southeastern business and private banking company  Investing in people and capabilities to accelerate organic growth and build profitability  Results are evidence of meaningful progress  Attractive interest rate risk position  Completed acquisition of First Security on October 31, 2015  Ongoing evaluation of new market expansion through mergers and acquisitions and de novo entry  Patient and disciplined approach with focus on shareholder value Accelerated Organic Growth Strategic Expansion 5


 
Proprietary & Confidential Atlantic Capital Highlights  Opened in 2007 to serve middle market companies in southeastern US  Organically grew to $1.4 billion in assets despite market downturn  Well positioned to capitalize on Atlanta market recovery, new market expansion and higher interest rates  Supplemented by recently completed strategic acquisition of First Security  Leadership continuity in key markets  Broad experience in all business lines  Focused on small to mid-sized companies and private banking services to individuals  Initiatives in place to maintain robust top line growth  Operating model will produce enhanced efficiencies going forward  Consistently high asset quality  NPAs/total assets 0.07% as of June 30, 2016 Organic Growth Story in Desirable Markets Experienced Management Team Attractive Business Mix Strong Growth Prospects Disciplined Risk Management 6


 
Legacy ACB Loans Held for Investment $1,046 $1,791 $1,887 $1,942 Financial Highlights  Total loans held for investment increased:  $55 million, or 2.9%, from March 31, 2016 and  $151 million, or 8.5%, from year end  Total deposits (excluding deposits assumed in branch sales) increased:  $74 million, or 3.5%, from March 31, 2016 and  $109 million, or 5.3%, from year end Dollars in millions *excluding deposits sold in branch sales. This is a non-GAAP financial measure. Please see “Non-GAAP Reconciliation” on page 21 for more details. Deposits* Total Assets 7 Combined Bank $1,382 $2,639 $2,725 $2,808 $1,129 $2,049 $2,085 $2,158 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2015 Q4 2015 Q1 2016 Q2 2016


 
$0.13 $0.44 $0.38 $0.55 $0.62 $0.14 $0.15 Q1 Q2 2016 2016 Financial Highlights Dollars in thousands *Operating noninterest income, operating diluted earnings and efficiency ratio are non-GAAP financial measures that exclude merger-related expenses and net gain on sale of branches. Please see “Non-GAAP Reconciliation” on page 21 for more details. $2,797 $2,888 $3,875 $5,342 $9,399 $4,420 $4,995 64.2% 73.5% 75.9% 69.1% 68.8% 75.2% 72.0% 8 Efficiency Ratio* Operating Noninterest Income* Diluted Earnings Per Share – Operating* 2.99% 2.75% 2.75% 2.85% 2.98% 3.26% 3.05% 3.12% 3.00% 2011 2012 2013 2014 2015 Net Interest Margin 2011 2012 2013 2014 2015 Q1 Q2 2016 2016 2011 2012 2013 2014 2015 Q1 Q2 2016 2016 2011 2012 2013 2014 2015 Q1 Q2 2016 2016 excludes purchase accounting adjustments


 
1.39% 1.44% 1.32% 1.10% 1.06% 0.93% 0.95% Q1 Q2 2016 2016 0.71% 0.43% 0.36% 0.12% 0.40% 0.08% 0.07% Superior Credit Quality 9 0.79% 0.49% 0.36% 0.00% 0.45% 0.02% 0.05% Allowance for Loan Losses / Total Loans Non-Performing Loans / Total Loans Non-Performing Assets / Total Assets 1.43% -0.32% 0.02% -0.01% 0.05% 0.35% 0.00% Net Charge Offs / Total Average Loans Q1 Q2 2016 2016 2011 2012 2013 2014 2015 Q1 Q2 2016 2016 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Q1 Q2 2016 2016 2011 2012 2013 2014 2015 YTD 2016: 0.17%


 
Asset Sensitivity Change in Net Interest Income 10 6.7% 14.5% 22.8% 7.3% 15.7% 24.4% 0% 5% 10% 15% 20% 25% 30% Up 100 bps Up 200 bps Up 300 bps 1 Year 2 Years As of June 30, 2016:  60% of loans are variable rate  28% of deposits are noninterest bearing


 
Diversified Loan Mix Dollars in thousands Loans Held For Investment at Jun. 30, 2016 11 Loan Growth by Type Jun. 30, 2016 Dec. 31, 2015 YTD Change Loans held for investment Commercial loans: Commercial and industrial 508,516$ 467,083$ 41,433$ Commercial real estate: Multifamily 79,144 78,778 366 Owner occupied 351,419 320,656 30,763 Investment 431,633 446,979 (15,346) Construction and land: 1-4 family residential construction 9,611 6,609 3,002 Other construction, development and land 199,536 159,749 39,787 Mortgage warehouse loans 126,108 84,350 41,758 Total commercial loans 1,705,967 1,564,204 141,763 Residential: Residential mortgages 103,313 110,381 (7,068) Home equity 80,321 80,738 (417) Total residential loans 183,634 191,119 (7,485) Consumer 29,788 30,451 (663) Other 28,168 6,901 21,267 1,947,557 1,792,675 154,882 (5,420) (2,006) (3,414) Total loans held for investment 1,942,137$ 1,790,669$ 151,468$ Less net deferred fees and other unearned income C&I Owner Occupied CRE Construction and land Mortgage Warehouse Residential mortgages Home equity Consumer & Other 26% 18% 11% 7% 5% 4% 26% 3%


 
Attractive Deposit Mix 28% 11% 1% 42% 8% 10% Noninterest-bearing Interest Checking Savings Money Market Time Brokered 12 Jun. 30, 2016 % of Total Dec. 31, 2015 % of Total Noninterest-bearing 592,043$ 28% 544,561$ 24% Interest checking 231,091 11% 232,868 10% Savings 30,839 1% 28,922 1% Money market 913,094 42% 875,441 39% Time 178,615 8% 183,206 8% Brokered 212,623 10% 183,810 8% Deposits to be assumed in branch sale - 0% 213,410 10% Total Deposits 2,158,305$ 100% 2,262,218$ 100% Cost of deposits 0.35% 0.28% Deposits at Jun. 30, 2016 Deposit Growth by Type Dollars in thousands


 
First Security Acquisition Rationale  NASDAQ listing  Significant new capital including DTA, equity private placement at premium to TBV, and subordinated notes  More diverse shareholder base  18 offices providing core funding along commercially attractive I-75 corridor  Atlanta: High density of small businesses and commercial enterprises  Chattanooga/Knoxville: Diversified manufacturing and service economies  Atlantic Capital’s Strengths: C&I, CRE and Private Banking; Corporate Treasury and Private Banking Deposits  First Security’s Strengths: Small Business and Specialty Commercial Lending; Small Business and Retail Deposit Channel  Integration plan ensures management continuity with local market presence and significant domain expertise  Significant cost saving and revenue enhancement opportunities  Retains a significant portion of First Security NOLs  Sustains robust loan origination trends and opportunities in strategic markets  Sound credit quality profile limits balance sheet risk  Complementary interest rate risk positions Public Company Value and Liquidity For Shareholders Geographic Expansion Broader Business Mix Compelling Financial Opportunity 13


 
Creates a leading middle market commercial bank operating along the I-75 corridor Attractive Market Demographics Atlanta-Sandy Springs-Roswell, GA MSA • Total Population 2014: Approximately 5.6 million • 2014-2019 Population Growth: 6.4% projected • Median Household Income 2014: $52,533 • Total Deposits in Market: Approximately $130 billion Chattanooga, TN-GA MSA includes Dalton and Cleveland • Total Population 2014: Approximately 544,000 • 2014-2019 Population Growth: 4.0% projected • Median Household Income 2014: $41,704 • Total Deposits in Market: Approximately $8.5 billion Knoxville, TN MSA • Total Population 2014: Approximately 855,000 • 2014-2019 Population Growth: 3.1% projected • Median Household Income 2014: $44,405 • Total Deposits in Market: Approximately $14.7 billion Source: Nielsen, SNL Financial 14


 
2016 Priorities 15 Complete integration of the acquired First Security businesses including the realization of estimated cost savings Continue the trajectory of growth and profit improvement in legacy Atlantic Capital businesses Reposition legacy First Security businesses for improved performance Consider further geographic expansion, particularly de novo or team lift-out opportunities in other attractive metropolitan markets


 
The New Atlantic Capital Three attractive growth markets Focus on corporate, business and private banking Solid relationship deposit funding Sound credit quality Positioned for interest rate increase Pursuing disciplined strategic expansion with a focus on shareholder value Organic Growth Strategic Opportunities 16


 
APPENDIX


 
Management Biographies Name and Title Age Experience Patrick Oakes Executive Vice President & Chief Financial Officer 48 • Former Chief Financial Officer of Square 1 Financial, Inc. • Former Executive Vice President and Chief Financial Officer of Encore Bancshares, Inc. • Former Senior Vice President and Treasurer for Sterling Bancshares, Inc. • Chartered Financial Analyst Douglas Williams Chief Executive Officer 58 • Chief Executive Officer of Atlantic Capital since its inception • Former Managing Director and Head of Wachovia Corporation’s International Corporate Finance Group • Held numerous roles within Wachovia, including Executive Vice President and Head of the Global Corporate Banking Division; Chief Risk Officer for all corporate, institutional, and wholesale banking activities; Executive Vice President and Co-Head of Wachovia’s Capital Markets Division and Executive Vice President and Head of Wachovia’s US Corporate Banking Division • Chairman of the Community Depository Institutions Advisory Council (CDIAC) of the Federal Reserve Bank of Atlanta and its representative to the CDIAC of the Federal Reserve Board of Governors • Serves on the Boards of the Metro Atlanta Chamber of Commerce, the Georgia Chamber of Commerce, and the YMCA of Metropolitan Atlanta and the High Museum of Art and is a Member of the Buckhead Coalition Michael Kramer President, Chief Operating Officer 58 • Chief Executive Officer and President of First Security since December and Chief Executive Officer of FSGBank since 2011 • Former Managing Director of Ridley Capital Group • Former Director, Chief Executive Officer and President of Ohio Legacy Corporation • Former Chief Operating Officer and Chief Technology Officer of Integra Bank Corporation • Serves on the Boards of Chattanooga Chamber of Commerce, Chattanooga United Way, The Tennessee Bankers Association and the Chattanooga Young Life Committee 18


 
ACBI Historical Balance Sheet 19 June 30, March 31, December 31, June 30, (in thousands, except share and per share data) 2016 2016 2015 2015 ASSETS Cash and due from banks $ 40,309 $ 36,585 $ 45,848 $ 11,943 Interest-bearing deposits in banks 239,387 91,608 130,900 53,457 Other short-term investments 20,548 32,861 26,137 62,059 Cash and cash equivalents 300,244 161,054 202,885 127,459 Securities available-for-sale 328,370 364,422 346,221 140,716 Other investments 22,575 11,899 8,034 4,811 Loans held for sale 29,061 95,291 95,465 1,768 Loans held for investment 1,942,137 1,886,763 1,790,669 1,056,688 Less: allowance for loan losses (18,377) (17,608) (18,905) (11,985) Loans held for investment, net 1,923,760 1,869,155 1,771,764 1,044,703 Branch premises held for sale – 7,200 7,200 – Premises and equipment, net 21,770 22,780 23,145 3,345 Bank owned life insurance 61,378 60,981 60,608 30,252 Goodwill and intangible assets, net 31,674 33,914 35,232 1,055 Other real estate owned 951 1,760 1,982 27 Other assets 88,039 96,213 86,244 19,131 Total assets $ 2,807,822 $ 2,724,669 $ 2,638,780 $ 1,373,267 LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Noninterest-bearing demand $ 592,043 $ 560,363 $ 544,561 $ 327,775 Interest-bearing checking 231,091 215,176 232,868 115,614 Savings 30,839 29,788 28,922 437 Money market 913,094 862,120 875,441 546,408 Time 178,615 187,750 183,206 16,597 Brokered deposits 212,623 229,408 183,810 96,230 Deposits to be assumed in branch sale – 197,857 213,410 – Total deposits 2,158,305 2,282,462 2,262,218 1,103,061 Federal funds purchased and securities sold under agreements to repurchase 14,047 11,824 11,931 30,000 Federal Home Loan Bank borrowings 240,000 60,000 – 85,349 Long-term debt 49,281 49,239 49,197 – Other liabilities 42,123 26,491 27,442 8,372 Total liabilities 2,503,756 2,430,016 2,350,788 1,226,782 SHAREHOLDERS' EQUITY Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2016, March 31, 2016, December 31, 2015 and June 30, 2015 – – – – Common stock, no par value; 100,000,000 shares authorized; 24,750,163, 24,569,823, 24,425,546, and 13,562,125 shares issued and outstanding as of June 30, 2016, March 31, 2016, December 31, 2015, and June 30, 2015, respectively 289,353 288,270 286,367 136,752 Retained earnings 11,219 6,073 3,141 9,076 Accumulated other comprehensive income (loss) 3,494 310 (1,516) 657 Total shareholders’ equity 304,066 294,653 287,992 146,485 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,807,822 $ 2,724,669 $ 2,638,780 $ 1,373,267 Atlantic Capital Bancshares, Inc. Consolidated Balance Sheets (interim periods unaudited)


 
ACBI Historical Income Statement ($ in thousands) 20 Atlantic Capital Bancshares, Inc. Consolidated Statements of Income (unaudited) (in thousands except per share data) June 30, 2016 March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 June 30, 2016 June 30, 2015 INTEREST INCOME Loans, including fees $ 20,282 $ 19,625 $ 16,688 $ 9,423 $ 9,500 $ 39,907 $ 18,451 Investment securities - available-for-sale 1,327 1,601 1,224 664 710 2,928 1,413 Interest and dividends on other interest‑earning assets 507 273 328 247 271 780 529 Total interest income 22,116 21,499 18,240 10,334 10,481 43,615 20,393 INTEREST EXPENSE Interest on deposits 1,841 1,673 1,355 751 769 3,514 1,511 Interest on Federal Home Loan Bank advances 147 44 7 52 117 191 231 Interest on federal funds purchased and securities sold under agreements to repurchase 87 67 10 20 25 154 49 Interest on long-term debt 832 810 841 17 – 1,642 – Other – 38 79 – – 38 – Total interest expense 2,907 2,632 2,292 840 911 5,539 1,791 NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 19,209 18,867 15,948 9,494 9,570 38,076 18,602 Provision for loan losses 777 368 7,623 (137) 185 1,145 549 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 18,432 18,499 8,325 9,631 9,385 36,931 18,053 NONINTEREST INCOME Service charges 1,392 1,498 1,265 521 501 2,890 827 Gains on sale of securities available-for-sale 11 33 – 10 – 44 – Gains on sale of other assets 31 48 103 – – 79 – Mortgage income 447 339 163 – – 786 – Trust income 386 314 192 – – 700 – Derivatives income 98 65 89 67 65 163 148 Bank owned life insurance 398 393 365 227 1,336 791 1,567 SBA lending activities 1,204 880 904 745 903 2,084 1,261 TriNet lending activities 761 383 – – – 1,144 – Gains on sale of branches 3,885 – – – – 3,885 – Other noninterest income 267 467 379 159 223 734 407 Total noninterest income 8,880 4,420 3,460 1,729 3,028 13,300 4,210 NONINTEREST EXPENSE Salaries and employee benefits 10,420 10,555 9,661 4,859 4,836 20,975 9,578 Occupancy 1,274 1,100 907 419 423 2,374 844 Equipment and software 724 686 608 243 225 1,410 444 Professional services 760 748 1,020 208 273 1,508 382 Postage, printing and supplies 159 169 115 21 18 328 42 Communications and data processing 694 916 555 313 342 1,610 673 Marketing and business development 317 267 197 90 77 584 123 FDIC premiums 493 398 273 161 189 891 355 Merger and conversion costs 1,210 749 7,172 718 756 1,959 1,264 Amortization of intangibles 668 762 526 – – 1,430 – Other noninterest expense 2,224 1,916 2,205 639 682 4,140 1,318 Total noninterest expense 18,943 18,266 23,239 7,671 7,821 37,209 15,023 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 8,369 4,653 (11,454) 3,689 4,592 13,022 7,240 Provision for income taxes 3,222 1,722 (3,293) 1,463 1,690 4,944 2,624 NET INCOME (LOSS) $ 5,147 $ 2,931 $ (8,161) $ 2,226 $ 2,902 $ 8,078 $ 4,616 Net income (loss) per common share‑basic $ 0.21 $ 0.12 $ (0.40) $ 0.16 $ 0.21 $ 0.33 $ 0.34 Net income (loss) per common share‑diluted $ 0.20 $ 0.12 $ (0.40) $ 0.16 $ 0.21 $ 0.32 $ 0.33 Weighted average shares - basic 24,644,755 24,485,900 20,494,895 13,562,125 13,552,820 24,565,328 13,509,441 Weighted average shares - diluted 25,158,694 24,993,597 21,004,577 13,904,395 13,895,090 25,082,968 13,846,975 Six months endedThree months ended


 
Non-GAAP Reconciliation 21 (in thousands, except per share data) Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter Interest income reconciliation Interest income - taxable equivalent $ 22,190 $ 21,553 $ 18,270 $ 10,345 10,492$ Taxable equivalent adjustment (74) (54) (30) (11) (11) Interest income - GAAP $ 22,116 $ 21,499 $ 18,240 $ 10,334 $ 10,481 Net interest income reconciliation Net interest income - taxable equivalent $ 19,283 $ 18,921 $ 15,978 $ 9,505 9,581$ Taxable equivalent adjustment (74) (54) (30) (11) (11) Net interest income - GAAP $ 19,209 $ 18,867 $ 15,948 $ 9,494 $ 9,570 Total revenue reconciliation Total operating revenue $ 23,341 $ 23,341 $ 19,438 $ 11,234 12,609$ Taxable equivalent adjustment (54) (54) (30) (11) (11) Total revenue - GAAP $ 23,287 $ 23,287 $ 19,408 $ 11,223 $ 12,598 Operating provision for loan losses reconciliation Operating provision for loan losses $ 777 $ 368 $ 859 $ (137) 185$ Provision for acquired non PCI FSG loans - - 6,764 - - Provision for loan losses - GAAP $ 777 $ 368 $ 7,623 $ (137) $ 185 Operating noninterest income reconciliation Operating noninterest income $ 4,995 $ 4,420 $ 3,460 $ 1,729 3,028$ Gain on sale of branches 3,885 - - - - Noninterest income - GAAP $ 8,880 $ 4,420 $ 3,460 $ 1,729 $ 3,028 Operating noninterest expense reconciliation Operating noninterest expense $ 17,428 $ 17,517 $ 16,067 $ 6,953 7,065$ Merger-related charges 1,210 749 7,172 718 756 Divestiture expenses 305 - - - - Noninterest expense - GAAP $ 18,943 $ 18,266 $ 23,239 $ 7,671 $ 7,821 Operating income before income taxes reconciliation Operating income before income taxes $ 6,073 $ 5,456 $ 2,512 $ 4,418 5,359$ Taxable equivalent adjustment (74) (54) (30) (11) (11) Merger-related charges (1,210) (749) (7,172) (718) (756) Divestiture expenses (305) - - - - Gain on sale of branches 3,885 - - - - Provision for acquired non PCI FSG loans - - (6,764) - - Income (loss) before income taxes - GAAP $ 8,369 $ 4,653 $ (11,454) $ 3,689 $ 4,592 2015 2016 (in thousands, except per share data) Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter Income tax reconciliation Operating income tax expense $ 2,381 $ 2,065 $ 2,117 $ 1,749 1,991$ Taxable equivalent adjustment (74) (54) (30) (11) (11) Merger related charges, tax benefit (467) (289) (2,769) (275) (290) Divestiture expenses, tax benefit (118) - - - - Gain on sale of branches, tax expense 1,500 - - - - Provision for acquired non PCI FSG loans, tax benefit - - (2,611) - - Income tax expense - GAAP $ 3,222 $ 1,722 $ (3,293) $ 1,463 $ 1,690 Net income reconciliation Operating net income $ 3,692 $ 3,391 $ 395 $ 2,669 3,368$ Merger related charges, net of income tax (743) (460) (4,403) (443) (466) Divestiture expenses, net of income tax (187) - - - - Gain on sale of branches, net of income tax 2,385 - - - - Provision for acquired non PCI FSG loans, net of income tax - - (4,153) - - Net income - GAAP $ 5,147 $ 2,931 $ (8,161) $ 2,226 $ 2,902 Diluted earnings per share reconciliation Diluted earnings per share - operating $ 0.15 $ 0.14 $ 0.02 $ 0.19 0.24$ Merger related charges (0.03) (0.02) (0.42) (0.03) (0.03) Net gain on sale of branches 0.08 - - - - Diluted earnings per share - GAAP $ 0.20 $ 0.12 $ (0.40) $ 0.16 $ 0.21 Efficiency ratio reconciliation Operating noninterest income $ 4,995 $ 4,420 $ 3,460 $ 1,729 $ 3,028 Gain on sale of branches 3,885 - - - - Noninterest income - GAAP $ 8,880 $ 4,420 $ 3,460 $ 1,729 $ 3,028 Operating noninterest expense $ 17,428 $ 17,517 $ 16,067 $ 6,953 7,065$ Merger-related charges 1,210 749 7,172 718 756 Divestiture expenses 305 - - - - Noninterest expense - GAAP $ 18,943 $ 18,266 $ 23,239 $ 7,671 $ 7,821 Net interest income 19,209 18,867 15,948 9,494 9,570 Efficiency ratio 72.00% 75.22% 82.79% 61.95% 56.08% 2015 2016