Attached files
file | filename |
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8-K/A - FORM 8-K/A - CapStar Financial Holdings, Inc. | d77625d8ka.htm |
EX-23.1 - EX-23.1 - CapStar Financial Holdings, Inc. | d77625dex231.htm |
EX-23.2 - EX-23.2 - CapStar Financial Holdings, Inc. | d77625dex232.htm |
EX-23.3 - EX-23.3 - CapStar Financial Holdings, Inc. | d77625dex233.htm |
EX-99.3 - EX-99.3 - CapStar Financial Holdings, Inc. | d77625dex993.htm |
EX-99.6 - EX-99.6 - CapStar Financial Holdings, Inc. | d77625dex996.htm |
Exhibit 99.4
The Bank of Waynesboro & Subsidiary
(A 50.56% Owned Subsidiary of FCB Corporation)
Unaudited Financial Statements
As of and For the Three Months Ended
March 31, 2020
The Bank of Waynesboro & Subsidiary
Unaudited Financial Statements
Table of Contents
Unaudited Consolidated Balance Sheet |
1 | |||
Unaudited Consolidated Statements of Income |
2 | |||
Unaudited Consolidated Statements of Comprehensive Income |
3 | |||
Unaudited Consolidated Statement of Changes in Shareholders Equity |
4 | |||
Unaudited Consolidated Statements of Cash Flows |
5 | |||
Notes to Consolidated Financial Statements |
6 |
The Bank of Waynesboro & Subsidiary
Unaudited Consolidated Balance Sheet
(Dollars in thousands, except share data)
March 31, 2020
Assets |
||||
Cash and due from banks |
$ | 6,740 | ||
Interest-bearing deposits in financial institutions |
14,050 | |||
|
|
|||
Total cash and cash equivalents |
20,790 | |||
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|
|||
Certificates of deposit with other banks |
10,197 | |||
Securities available-for-sale, at fair value |
20,444 | |||
Loans |
119,012 | |||
Less allowance for loan losses |
(1,898 | ) | ||
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|
|||
Loans, net |
117,114 | |||
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|
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Premises and equipment, net |
3,663 | |||
Restricted equity securities |
420 | |||
Accrued interest receivable |
763 | |||
Other real estate owned, net |
321 | |||
Other assets |
3,542 | |||
|
|
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Total assets |
$ | 177,254 | ||
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|
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Liabilities and Shareholders Equity |
||||
Deposits: |
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Non-interest-bearing |
$ | 32,110 | ||
Interest-bearing |
26,305 | |||
Savings and money market accounts |
43,126 | |||
Time |
52,028 | |||
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|
|||
Total deposits |
153,569 | |||
Other liabilities |
713 | |||
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|
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Total liabilities |
154,282 | |||
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|
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Shareholders equity: |
||||
Common stock, $10 par value; 30,000 shares authorized, issued and outstanding |
300 | |||
Additional paid-in capital |
1,000 | |||
Retained earnings |
22,022 | |||
Accumulated other comprehensive loss, net of income tax |
(350 | ) | ||
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|
|||
Total shareholders equity |
22,972 | |||
|
|
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Total liabilities and shareholders equity |
$ | 177,254 | ||
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See accompanying notes to consolidated financial statements.
1
The Bank of Waynesboro & Subsidiary
Unaudited Consolidated Statements of Income
(Dollars in thousands, except share data)
For the Three Months Ended March 31, 2020 and 2019
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Interest income: |
||||||||
Loans, including fees |
$ | 1,904 | $ | 1,971 | ||||
Securities: |
||||||||
Taxable |
93 | 112 | ||||||
Tax-exempt |
37 | 33 | ||||||
Restricted equity securities |
3 | 6 | ||||||
Interest-bearing deposits in financial institutions |
111 | 62 | ||||||
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|
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Total interest income |
2,148 | 2,184 | ||||||
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Interest expense: |
||||||||
Interest-bearing deposits |
20 | 19 | ||||||
Savings and money market accounts |
47 | 48 | ||||||
Time deposits |
205 | 163 | ||||||
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|
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Total interest expense |
272 | 230 | ||||||
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|
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Net interest income |
1,876 | 1,954 | ||||||
Provision for loan losses |
158 | 12 | ||||||
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|
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Net interest income after provision for loan losses |
1,718 | 1,942 | ||||||
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|
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Noninterest income: |
||||||||
Treasury management and other deposit service charges |
161 | 139 | ||||||
Interchange and debit card transaction fees |
58 | 54 | ||||||
Other noninterest income |
49 | 124 | ||||||
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|
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Total noninterest income |
268 | 317 | ||||||
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|
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Noninterest expense: |
||||||||
Salaries and employee benefits |
848 | 838 | ||||||
Data processing and software |
120 | 112 | ||||||
Professional fees |
90 | 47 | ||||||
Occupancy |
91 | 92 | ||||||
Equipment |
75 | 84 | ||||||
Regulatory fees |
13 | 18 | ||||||
Other operating |
150 | 131 | ||||||
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|
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|
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Total noninterest expense |
1,387 | 1,322 | ||||||
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|
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Income before income taxes |
599 | 937 | ||||||
Income tax expense |
146 | 235 | ||||||
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|
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Net income |
$ | 453 | $ | 702 | ||||
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|
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Per share information: |
||||||||
Basic net income per share of common stock |
$ | 1.51 | $ | 2.34 | ||||
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|
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Diluted net income per share of common stock |
$ | 1.51 | $ | 2.34 | ||||
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|
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Weighted average shares outstanding: |
||||||||
Basic |
300,000 | 300,000 | ||||||
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|
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Diluted |
300,000 | 300,000 | ||||||
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|
|
See accompanying notes to consolidated financial statements.
2
The Bank of Waynesboro & Subsidiary
Unaudited Consolidated Statements of Comprehensive Income
(Dollars in thousands)
For the Three Months Ended March 31, 2020 and 2019
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Net income |
$ | 453 | $ | 702 | ||||
Other comprehensive income: |
||||||||
Unrealized gains (losses) on securities available-for-sale: |
||||||||
Unrealized holding gains (losses) arising during the period |
(558 | ) | 249 | |||||
Reclassification adjustment for gains included in net income |
(6 | ) | (9 | ) | ||||
Tax effect |
147 | (63 | ) | |||||
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|
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Other comprehensive income (loss) |
(417 | ) | 177 | |||||
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|
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Comprehensive income |
$ | 36 | $ | 879 | ||||
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|
See accompanying notes to consolidated financial statements.
3
The Bank of Waynesboro & Subsidiary
Unaudited Consolidated Statement of Changes in Shareholders Equity
(Dollars in thousands, except share data)
For the Three Months Ended March 31, 2020
Common stock, voting (shares) |
Common stock, voting (amount) |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive income (loss) |
Total shareholders equity |
|||||||||||||||||||
Balance December 31, 2019 |
300,000 | $ | 300 | $ | 1,000 | $ | 21,569 | $ | 67 | $ | 22,936 | |||||||||||||
Net income |
| | | 453 | | 453 | ||||||||||||||||||
Other comprehensive loss |
| | | | (417 | ) | (417 | ) | ||||||||||||||||
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Balance March 31, 2020 |
300,000 | $ | 300 | $ | 1,000 | $ | 22,022 | $ | (350 | ) | $ | 22,972 | ||||||||||||
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See accompanying notes to consolidated financial statements.
4
The Bank of Waynesboro & Subsidiary
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands)
For the Three Months Ended March 31, 2020 and 2019
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 453 | $ | 702 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for loan losses |
158 | 12 | ||||||
Depreciation and amortization |
39 | 46 | ||||||
Securities (gains) losses, net |
(6 | ) | (9 | ) | ||||
Net gain on sale of other real estate owned |
(2 | ) | (64 | ) | ||||
Net (increase) decrease in accrued interest receivable and other assets |
(407 | ) | 17 | |||||
Net increase (decrease) in accrued interest payable and other liabilities |
(84 | ) | 36 | |||||
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|
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Net cash provided by operating activities |
151 | 740 | ||||||
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|
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Cash flows from investing activities: |
||||||||
Activities in securities available-for-sale: |
||||||||
Purchases |
(6,000 | ) | (2,399 | ) | ||||
Sales |
| 2,898 | ||||||
Maturities, prepayments and calls |
10,397 | 580 | ||||||
Activities in certificates of deposits with other banks: |
||||||||
Purchases |
(2,239 | ) | | |||||
Maturities |
496 | 497 | ||||||
Net increase in loans |
193 | 723 | ||||||
Proceeds from sale of other real estate |
110 | 74 | ||||||
Purchase of premises and equipment |
| (21 | ) | |||||
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Net cash provided by investing activities |
2,957 | 2,352 | ||||||
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Cash flows from financing activities: |
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Net increase in deposits |
2,699 | 5,532 | ||||||
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Net cash provided by financing activities |
2,699 | 5,532 | ||||||
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Net increase in cash and cash equivalents |
5,807 | 8,624 | ||||||
Cash and cash equivalents at beginning of period |
14,983 | 4,097 | ||||||
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Cash and cash equivalents at end of period |
$ | 20,790 | $ | 12,721 | ||||
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Supplemental disclosures of cash paid: |
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Interest paid |
$ | 672 | $ | 487 | ||||
Income taxes |
48 | 39 |
See accompanying notes to consolidated financial statements.
5
The Bank of Waynesboro & Subsidiary
Notes to Consolidated Financial Statements
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements as of and for the period ended March 31, 2020 include The Bank of Waynesboro and its wholly owned subsidiary, Waynesboro Holdings, Inc. (the Bank, together referred to as the Company). Significant intercompany transactions and accounts are eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X as promulgated by the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation of the financial condition and results of operations for the periods presented have been included. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the full year or in any other period.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses (ALL) and the valuation of our investment portfolio. There have been no significant changes to the Companys critical accounting policies as disclosed in the Companys Annual Report for the year ended December 31, 2019.
Subsequent Events
Accounting Standards Codification (ASC) 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The Company evaluated all events or transactions that occurred after March 31, 2020 through the date of the issued financial statements.
6
NOTE 2 LOANS AND ALLOWANCE FOR LOAN LOSSES
A summary of the loan portfolio as of March 31, 2020 follows (dollars in thousands):
Commercial real estate |
$ | 36,362 | ||
Consumer real estate |
46,456 | |||
Construction and land development |
10,015 | |||
Commercial and industrial |
11,980 | |||
Consumer |
10,022 | |||
Other |
4,177 | |||
|
|
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Total |
119,012 | |||
Allowance for loan losses |
(1,898 | ) | ||
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|
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Total loans, net |
$ | 117,114 | ||
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The following tables detail the changes in the ALL for the three and nine months ended March 31, 2020 (dollars in thousands):
Commercial real estate |
Consumer real estate |
Construction and land development |
Commercial and industrial |
Consumer | Other | Total | ||||||||||||||||||||||
Balance, beginning of period |
$ | 513 | $ | 606 | $ | 114 | $ | 176 | $ | 137 | $ | 205 | $ | 1,751 | ||||||||||||||
Charged-off loans |
| (10 | ) | | | (1 | ) | (9 | ) | (20 | ) | |||||||||||||||||
Recoveries |
| | | | 5 | 4 | 9 | |||||||||||||||||||||
Provision for loan losses |
104 | 152 | 41 | 37 | 22 | (198 | ) | 158 | ||||||||||||||||||||
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Balance, end of period |
$ | 617 | $ | 748 | $ | 155 | $ | 213 | $ | 163 | $ | 2 | $ | 1,898 | ||||||||||||||
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A breakdown of the ALL and the loan portfolio by loan category at March 31, 2020 follows (dollars in thousands):
Commercial real estate |
Consumer real estate |
Construction and land development |
Commercial and industrial |
Consumer | Other | Total | ||||||||||||||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||||||||||
Collectively evaluated for impairment |
$ | 617 | $ | 748 | $ | 155 | $ | 213 | $ | 163 | $ | 2 | $ | 1,898 | ||||||||||||||
Individually evaluated for impairment |
| | | | | | | |||||||||||||||||||||
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Balances, end of period |
$ | 617 | $ | 748 | $ | 155 | $ | 213 | $ | 163 | $ | 2 | $ | 1,898 | ||||||||||||||
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Loans: |
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Collectively evaluated for impairment |
$ | 36,362 | $ | 46,251 | $ | 10,015 | $ | 11,707 | $ | 9,998 | $ | 4,177 | $ | 118,510 | ||||||||||||||
Individually evaluated for impairment |
| 205 | | 273 | 24 | | 502 | |||||||||||||||||||||
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Balances, end of period |
$ | 36,362 | $ | 46,456 | $ | 10,015 | $ | 11,980 | $ | 10,022 | $ | 4,177 | $ | 119,012 | ||||||||||||||
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7
The following table presents the Companys impaired loans that were evaluated for specific loss allowance as of March 31, 2020 (dollars in thousands):
Recorded investment |
Unpaid principal balance |
Related allowance |
||||||||||
With no related allowance recorded: |
||||||||||||
Commercial real estate |
$ | | $ | | $ | | ||||||
Consumer real estate |
205 | 205 | | |||||||||
Construction and land development |
| | | |||||||||
Commercial and industrial |
273 | 273 | | |||||||||
Consumer |
24 | 24 | | |||||||||
Other |
| | | |||||||||
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Subtotal |
502 | 502 | | |||||||||
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With an allowance recorded: |
||||||||||||
Commercial real estate |
| | | |||||||||
Consumer real estate |
| | | |||||||||
Construction and land development |
| | | |||||||||
Commercial and industrial |
| | | |||||||||
Consumer |
| | | |||||||||
Other |
| | | |||||||||
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Subtotal |
| | | |||||||||
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Total |
$ | 502 | $ | 502 | $ | | ||||||
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The following table presents the recorded investment in non-accrual loans, past due loans over 89 days outstanding and accruing and troubled debt restructurings (TDR) by class of loans as of March 31, 2020 (dollars in thousands):
Non-Accrual | Past Due Over 89 Days and Accruing |
Troubled Debt Restructurings |
||||||||||
Commercial real estate |
$ | | $ | | $ | | ||||||
Consumer real estate |
205 | 36 | | |||||||||
Construction and land development |
| | | |||||||||
Commercial and industrial |
273 | | | |||||||||
Consumer |
24 | | | |||||||||
Other |
| | | |||||||||
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Total |
$ | 502 | $ | 36 | $ | | ||||||
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NOTE 3 EARNINGS PER SHARE
The following is a summary of the basic and diluted earnings per share calculation for the three months ended March 31, 2020 and 2019 (dollars in thousands, except share data):
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Basic net income per share calculation: |
||||||||
Numerator Net income |
$ | 453 | $ | 702 | ||||
Denominator Average common shares outstanding |
300,000 | 300,000 | ||||||
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|
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Basic net income per share |
$ | 1.51 | $ | 2.34 | ||||
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Diluted net income per share calculation: |
||||||||
Numerator Net income |
$ | 453 | $ | 702 | ||||
Denominator Average common shares outstanding |
300,000 | 300,000 | ||||||
Dilutive shares contingently issuable |
| | ||||||
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|
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Average diluted common shares outstanding |
300,000 | 300,000 | ||||||
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Diluted net income per share |
$ | 1.51 | $ | 2.34 | ||||
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8
NOTE 4 SUBSEQUENT EVENT
On July 1, 2020, pursuant to the Agreement and Plan of Merger, dated as of January 23, 2020 (the FCB Merger Agreement), by and between CapStar Financial Holdings, Inc., a Tennessee corporation (CapStar), and FCB Corporation, a Tennessee corporation (FCB), FCB was merged with and into CapStar, with CapStar continuing as the surviving entity (the FCB Merger). Immediately following the FCB Merger, The First National Bank of Manchester, a national banking association, a wholly owned subsidiary of FCB, merged with and into CapStar Bank, a wholly owned subsidiary of CapStar (the Bank Merger), with CapStar Bank continuing as the surviving entity in the Bank Merger.
Effective July 1, 2020, following the FCB Merger, pursuant to the Plan of Bank Merger, dated as of January 23, 2020 (the BOW Merger Agreement, and together with the FCB Merger Agreement, the Merger Agreements), by and among CapStar, CapStar Bank and The Bank of Waynesboro, a Tennessee chartered bank (BOW), BOW was merged with and into CapStar Bank, with CapStar Bank continuing as the surviving entity (the BOW Merger, and together with the FCB Merger, the Mergers). Prior to the FCB Merger, FCB owned 50.56% of the issued and outstanding shares of common stock, par value $10.00 per share, of BOW (BOW Common Stock); other shareholders owned the remaining 49.44% of the issued and outstanding shares of BOW Common Stock.
On the terms and subject to the conditions set forth in the FCB Merger Agreement, at the effective time of the FCB Merger, holders of common stock (the FCB Common Stock), par value $10.00 per share, of FCB collectively had the right to receive, without interest, 2,969,418 shares of common stock, par value $1.00 per share, of CapStar (CapStar Common Stock), with cash (without interest) in lieu of fractional shares, and $22,182,262.97 in cash, without interest.
On the terms and subject to the conditions set forth in the BOW Merger Agreement, at the effective time of the BOW Merger, holders of BOW Common Stock other than CapStar (such shareholders, the BOW Minority Shareholders), collectively had the right to receive, without interest, 664,800 shares of CapStar Common Stock, with cash (without interest) in lieu of fractional shares, and $5,096,990.31 in cash, without interest. Each share of BOW Common Stock held by CapStar will be converted into the number of shares of CapStar Common Stock equal in value to the per share merger consideration received by the BOW Minority Shareholders.
Total acquisition consideration resulting from the Mergers amounted to approximately $70.9 million.
The foregoing description of the Merger Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreements, copies of which were attached as Exhibits 2.1 and 2.2 to CapStars Form 8-K filed with the U.S. Securities and Exchange Commission on January 29, 2020 and the terms of which are incorporated herein by reference.
9