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EX-23.1 - EX-23.1 - FB Financial Corpd241660dex231.htm
EX-21.1 - EX-21.1 - FB Financial Corpd241660dex211.htm
EX-16.1 - EX-16.1 - FB Financial Corpd241660dex161.htm
EX-10.12 - EX-10.12 - FB Financial Corpd241660dex1012.htm
EX-10.11 - EX-10.11 - FB Financial Corpd241660dex1011.htm
EX-10.7 - EX-10.7 - FB Financial Corpd241660dex107.htm
EX-10.2 - EX-10.2 - FB Financial Corpd241660dex102.htm
EX-10.1 - EX-10.1 - FB Financial Corpd241660dex101.htm
EX-4.1 - EX-4.1 - FB Financial Corpd241660dex41.htm
EX-3.2 - EX-3.2 - FB Financial Corpd241660dex32.htm
EX-3.1 - EX-3.1 - FB Financial Corpd241660dex31.htm
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.

 

 

 


Table of Contents
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   


Table of Contents
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.

 

i


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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


Table of Contents
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


Table of Contents
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


Table of Contents
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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Index to Financial Statements

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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Index to Financial Statements

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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Index to Financial Statements

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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Table of Contents
Index to Financial Statements

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