UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 19, 2019
CAPSTAR FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Tennessee | 001-37886 | 81-1527911 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1201 Demonbreun Street Suite 700 Nashville, Tennessee |
37203 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (615) 732-6400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
Representatives of CapStar Financial Holdings, Inc. will be conducting meetings with investors on February 20, 2019 and February 21, 2019. A copy of the presentation that will be used in the investor meetings is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Presentation by CapStar Financial Holdings, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAPSTAR FINANCIAL HOLDINGS, INC. | ||
By: | /s/ Robert B. Anderson | |
Robert B. Anderson | ||
Chief Financial Officer and | ||
Chief Administrative Officer |
Date: February 19, 2019
Exhibit 99.1
Nasdaq: CSTR Investor Presentation February 20-21, 2019 Claire W. Tucker, President and Chief Executive Officer Rob Anderson, Chief Financial Officer and Chief Administrative Officer Christopher Tietz, Chief Credit Officer
2 Terminology The terms we, our, us, the Company, CSTR and CapStar that appear in this presentation refer to CapStar Financial Holdings, Inc. and its wholly owned subsidiary, CapStar Bank. The terms CapStar Bank, the Bank and our Bank that appear in this presentation refer to CapStar Bank. Contents of Presentation Except as is otherwise expressly stated in this presentation, the contents of this presentation are presented as of the date on the front cover of this presentation. Market Data Market data used in this presentation has been obtained from government and independent industry sources and publications available to the public, sometimes with a subscription fee, as well as from research reports prepared for other purposes. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. CSTR did not commission the preparation of any of the sources or publications referred to in this presentation. CSTR has not independently verified the dataobtained from these sources, and, although CSTR believes such data to be reliable as of the dates presented, it could prove to be inaccurate. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this presentation. Non-GAAP Disclaimer This presentation includes the following financial measures that have been prepared other than in accordance with generally accepted accounting principles in the United States (non-GAAP financial measures): pre-tax, pre-provision net income, pre-tax, pre-provision return on average assets, tangible equity, tangible common equity, tangible assets, return on average tangible equity, return on average tangible common equity, book value per share (as adjusted), tangible book value per share (as reported and as adjusted), tangible equity to tangible assets, tangible common equity to tangible assets and adjusted shares outstanding at the end of the period. CSTR non-GAAP financial measures (i) provide useful information to management and investors that is supplementary to its financial condition, results of operations and cash flows computed in accordance with GAAP, (ii) enable a more complete understanding of factors and trends affecting CSTRs business, and (iii) allow investors to evaluate CSTRs performance in a manner similar to management, the financial services industry, bank stock analysts and bank regulators; however, CSTR acknowledges that its non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use. See the Appendix to this presentation for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. Disclaimers
3 Certain statements in this presentation are forward-looking statements that reflect our current views with respect to, among other things, future events and our financial and operational performance. These statements are often, but not always, made through the use of words or phrases such as may, should, could, predict, potential, believe, will likely result, expect, continue, will, anticipate, seek, aspire, estimate, intend, plan, project, projection, forecast, roadmap, goal, target, guidance, would, and outlook, or the negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, managements beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. The inclusion of these forward-looking statements should not be regarded as a representation by us or any other person that such expectations, estimates and projections will be achieved. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: The acceptance by customers of Athens of the Companys products and services; the ability of the Company to meet expectations regarding the benefits, costs, synergies, and financial and operational impact of the Athens merger; the possibility that any of the anticipated benefits, costs, synergies and financial and operational improvements of the Athens merger will not be realized or will not be realized as expected; the possibility that the Athens merger integration may be more expensive or take more time to complete than anticipated; the opportunities to enhance market share in certain markets and market acceptance of the Company generally in new markets; economic conditions (including interest rate environment, government economic and monetary policies, the strength of global financial markets and inflation and deflation) that impact the financial services industry as a whole and/or our business; the concentration of our business in the Nashville metropolitan statistical area (MSA) and the effect of changes in the economic, political and environmental conditions on this market; increased competition in the financial services industry, locally, regionally or nationally, which may adversely affect pricing and the other terms offered to our clients; an increase in the cost of deposits, loss of deposits or a change in the deposit mix, which could increase our cost of funding; an increase in the costs of capital, which could negatively affect our ability to borrow funds, successfully raise additional capital or participate in strategic acquisition opportunities; our dependence on our management team and board of directors and changes in our management and board composition; our reputation in the community; our ability to execute our strategy and to achieve our loan ROAA and efficiency ratio goals, hire seasoned bankers, loan and deposit growth through organic growth and strategic acquisitions; credit risks related to the size of our borrowers and our ability to adequately identify, assess and limit our credit risk; our concentration of large loans to a small number of borrowers; the significant portion of our loan portfolio that originated during the past two years and therefore may less reliably predict future collectability than older loans; the adequacy of reserves (including our allowance for loan and lease losses) and the appropriateness of our methodology for calculating such reserve; non-performing loans and leases; non-performing assets; charge-offs, non-accruals, troubled debt restructurings, impairments and other credit-related issues; adverse trends in the healthcare service industry, which is an integral component of our markets economy; our management of risks inherent in our commercial real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of our collateral and our ability to sell collateral upon any foreclosure; governmental legislation and regulation, including changes in the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Act of 2010, as amended, Basel guidelines, capital requirements, accounting regulation or standards and other applicable laws and regulations; the impact of the Tax Cuts and Job Act of 2017 on the Company and its financial performance and results of operations; the loss of large depositor relationships, which could force us to fund our business through more expensive and less stable sources; operational and liquidity risks associated with our business, including liquidity risks inherent in correspondent banking; volatility in interest rates and our overall management of interest rate risk, including managing the sensitivity of our interest-earning assets and interest-bearing liabilities to interest rates, and the impact to our earnings from a change in interest rates; the potential for our banks regulatory lending limits and other factors related to our size to restrict our growth and prevent us from effectively implementing our business strategy; strategic acquisitions we may undertake to achieve our goals; the sufficiency of our capital, including sources of capital and the extent to which we may be required to raise additional capital to meet our goals; fluctuations in the fair value of our investment securities that are beyond our control; deterioration in the fiscal position of the U.S. government and downgrades in Treasury and federal agency securities; potential exposure to fraud, negligence, computer theft and cyber-crime; the adequacy of our risk management framework; our dependence on our information technology and telecommunications systems and the potential for any systems failures or interruptions; our dependence upon outside third parties for the processing and handling of our records and data; our ability to adapt to technological change; the financial soundness of other financial institutions; our exposure to environmental liability risk associated with our lending activities; our engagement in derivative transactions; our involvement from time to time in legal proceedings and examinations and remedial actions by regulators; the susceptibility of our market to natural disasters and acts of God; and the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting. The foregoing factors should not be construed as exhaustive and should be read in conjunction with those factors that are detailed from time to time in the Companys periodic and current reports filed with the Securities and Exchange Commission, including those factors included in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 under the headings Item 1A. Risk Factors and Cautionary Note Regarding Forward-Looking Statements and in the Companys Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this presentation, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us. Safe Harbor Statements
4 CapStar Overview and Nashville Athens Merger Update 4Q18 Financials Table of Contents
5 CapStar Overview and Nashville Athens Merger Update 4Q18 Financials Table of Contents
6 Overview of CapStar Financial Holdings, Inc. Chartered in 2008 and led by an experienced management team with
strong ties to the local community Growth since inception organically and through acquisitions Client-centric mentality committed to serving local small and medium sized businesses and high net worth individuals in the Middle Tennessee market
Tailored client solutions by remaining nimble in our footprint Focused on Soundness, Profitability, and Growth We have inside ownership of 21.4% and institutional ownership of 22.5% and are focused on creating Shareholder value Dollars in millions;
Data as of or for the twelve months ended 12/31/18 Note: loan data inclusive of loans held for sale Inside ownership as of 12/31/18 Institutional ownership based on recently filed schedule 13F with the SEC Balance Sheet (EOP Q4-2018) Total Assets $ 1,964 Total Loans $ 1,487 Deposits $ 1,570 Tangible Equity (3) $ 208 Growth Since 2011 Asset CAGR 15.6% Loan CAGR 19.4% Deposit CAGR 14.2% Profitability (QTD
Q4-2018) (2) ROAA 1.27% ROATE 12.36% Capital (EOP Q4-2018) Tang. Equity / Tangible Assets (3) 10.86% Tier 1 Leverage Ratio 11.06% Asset Quality (EOP Q4-2018) NPAs / Loans + OREO 0.21% NCOs / Avg Loans (YTD) 0.39% Reserves / Loans 0.85% (1) Excludes Farmington mortgage origination offices (2) Adjusted results are
non-GAAP financial measures that adjust GAAP reported net income and other metrics for certain income and expense items as outlined in the non-GAAP reconciliation
calculations, using a blended statutory income tax rate of 26.14% excluding one-time merger related items. (3) Reconciliation provided in non-GAAP tables
7 $71 $207 $313 $430 $624 $626 $728 $844 $977 $1,022 $1,487 $52 $200 $434 $621 $920 $879 $981 $1,038 $1,129 $1,120 $1,570 $132 $279 $514 $711 $1,032 $1,009 $1,128 $1,207 $1,334 $1,344 $1,964 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 20082018 Growth Loans: CAGR: 36% Deposits: CAGR: 41% Assets: CAGR: 31% Our Growth has Predominantly Been Organic Dollars in millions Data as of 12/31 for each respective year Note: loans inclusive of loans held for sale February 2014 Acquires assets from Farmington Financial Group and enters mortgage lending business 2016 Holding company formed and IPO; TriNet Team Formed 1Q18 SBA Team Liftout July 2008 CapStar Bank opened for business July 2012 Acquires American Security Bank & Trust Oct 1, 2018 Close Athens Merger
8 Experienced bankers with extensive industry knowledge Product expertise in a range of business sectors Strong credit quality Tailored client solutions Funding focus on core deposits Organic and acquisitive growth Our Culture
9 Strategy Customer Centric Business Model Sound, Profitable Growth Attractive Southeast Markets Experienced Management Team Strategic M&A
10 Experienced Management Team Claire W. Tucker President and Chief Executive Officer CapStar Financial Holdings, Inc. and Chief Executive OfficerCapStar Bank Played an instrumental role in founding CapStar Over 40 years of banking experience, including former Senior Executive Vice President in charge of commercial banking for AmSouth Bancorporation Elected to the Federal Reserve Bank of Atlanta Board of Directors Rob Anderson Chief Financial Officer Chief Administrative Officer CapStar Financial Holdings, Inc. & CapStar Bank Brings more than two decades of leadership experience in the financial sector Held multiple finance roles at Bank of America Corporation, including serving as CFO of the Business Banking segment CFO for Capital Ones Commercial Bank Mr. Anderson is a CPA (inactive) Joined CapStar in March of 2016 Over 31 years of banking experience, rising to Executive Vice President and Senior Credit Officer for First Americans West Tennessee Region Subsequently, served in various Chief Credit Officer roles at banks in the Midwest and notably at FSG bank in Chattanooga, Tennessee Christopher Tietz Chief Credit Officer CapStar Bank Jeffrey Cunningham Executive Vice President Strategic Mergers & Acquisitions CapStar Bank Former Director, President and Chief Executive Officer of Athens Bancshares Corp. Joined Athens Federal Community Bank as the Chief Operating Officer in 1999 and served as its President since 2000 He is a licensed Attorney with significant experience in real estate and probate law as well as general corporate and commercial practice
11 Nashville MSA ranked #1 fastest-growing large MSA based on total employment growth U.S. Bureau of Labor Statistics, 2017 Amazon select Nashville for operations hub, will bring 5,000 jobs, $230 million in investment; largest job creation in Tennessee history The Tennessean, November 13, 2018 AllianceBernstein, New York-based global investment management firm, announces plans to re-locate to Nashville, bringing 1,050 jobs The Tennessean, May 2, 2018 Ernst & Young announces new $22 million Nashville office to bring 600 jobs The Tennessean, November 13, 2018 Williamson County (within Nashville MSA) ranked #1 county for job growth in entire U.S., one of 20 wealthiest in entire U.S., fastest-growing County in Tennessee Nashville Business Journal, 2016 Attractive Market of Operation: Nashville MSA Sources: US Census Bureau, Nashville Area Chamber of Commerce, WalletHub.com, Milken Institute, Brookings Institution, Global Trade Magazine Travel + Leisure Magazine. Nashville Highlights Notable Companies Operating In and Around Nashville
12 CapStar is a 2018 Greenwich CX Leader in U.S. Commercial Small Business Banking recognizing leadership in the increasingly important field of customer experience. CapStar recognized by Greenwich Associates Source: Greenwich Associates
13 From May 2017 to May 2018, Nashville had the highest job growth rate among Southeast metro areas with greater than one million residents at 4%. 50% of the U.S. population lives within 650 miles of Nashville. Nashville is home to a diverse set of industries and had an unemployment rate of 2.6% as of November 2018, below the national average of 3.5%. Nashville: Regional, National, and Global Business Hub Source: Bureau of Labor Statistics as of 9/30/18; S&P Global Market Intelligence, Nashville Area Chamber of Commerce Nashville Area Employment by Sector Unemployment Rate (%) Construction 4% Manufacturing 8% Trade & Transportation 19% Information Services 2% Financial Activities Other 7% 4% Education & Health Services 15% Leisure & Hospitality 12% Government 12% Professional Services 17% 3.9% 3.5% 3.4% 3.3% 2.7% 2.6% 2.5% 3.9% 2.6% 3.5% 3.8% 3.3% 2.8% 3.0% 2.5% 2.3% 2.2% 3.7% 2.5% 3.9% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% McMinn County Monroe County Bradley County Loudon County Sumner County Davidson County Williamson County Athens MSA Nashville MSA US Nov-17 Nov-18
CapStar Overview and Nashville Athens Merger Update 4Q18 Financials Table of Contents 14
15 Delivering on Stated M&A Objectives Cultural Fit Strengthened Funding Profile Adjacent Markets New Product Capabilities Financially Compelling Strong confidence in the ability of management and highly skilled bankers to collaborate and achieve long-term strategic / financial goals Both Athens and CapStar are focused on customers, employees, shareholders and communities we share a vision to build a high-performing financial institution Significantly improves deposit composition, stability, market share, and cost of funds Adds to balance sheet liquidity and capacity to fund future growth through enhanced capital base A natural extension Athens maintains a community banking franchise in the attractive Eastern Tennessee corridor; complementary to the commercial banking model and Mid- Tennessee concentration of CapStar Athens developed multiple businesses that further enhance the combination: Athens Federal Investment & Retirement Services SouthLand Finance, Inc. (Consumer Finance Subsidiary) Valley Title Services, LLC specializing in real estate settlement Attractive financial impact and return profile as measured by proforma EPS accretion and acceptable tangible book value earnback. The proforma return on assets and return on equity are consistent with our previously stated guidance.
16 CapStar continues to move forward with the integration of Athens Key Milestones June 11, 2018 Announcement of transaction August 29, 2018 Shareholder approvals obtained September 12, 2018 Regulatory approvals obtained October 1, 2018 Merger closed 2Q19 Core operating systems conversion scheduled 3Q19 Expected Synergies realized Athens Merger update
17 Athens Federal Merger Update Closed acquisition effective October 1, 2018, adding $349 million in loans and $404 million in deposits. Transaction rationale consistent with stated M&A objectives Cultural fit Strengthened funding profile Complementary markets Expanded product capabilities Financially compelling Merger Highlights Merger Economics Metric Announced Results to Date IRR > 20% On Track TBV Impact (6.8%) See table below TBV Earnback < 4 years On Track or better Cost Saves 25% On Track for 2019 Merger Charges $11.5MM $9.8MM Capital Impact (Equity and Shares) $s in millions Total Equity Intangibles Tangible Equity Common and Preferred Shares Issued Tangible Book Value per Share, Adjusted(1) September 30, 2018 Equity $ 157,510 $ (6,219) $ 151,291 $ 13,003 $11.64 Impact of Athens to TBV $ 92,918 $ (40,271) $ 52,647 $ 5,182 $10.16 4Q18 Net Income (Loss) (708) (708) 4Q18 Common Dividends (695) (695) 4Q18 Other (Stock Comp Transactions & Change in AOCI) 5,354 442 5,796 418 December 31, 2018 Equity $ 254,379 $ (46,048) $ 208,331 $ 18,603 $11.20 (1) Reconciliation provided in non-GAAP tables in this Appendix. See also Non-GAAP Disclaimer on slide 2.
18 CapStar Overview and Nashville Athens Merger Update 4Q18 Financials Table of Contents
19 Fully Diluted GAAP EPS of ($0.04). Operating Fully Diluted EPS(1) of $0.33 an 18% increase over prior year. Operating Return on Average Assets(1) of 1.27% an 0.18% increase over prior year. Deposit costs decreased 10 bps from the prior quarter to 1.12% reflecting the lower deposit costs with Athens. Expansion of our net interest margin of 54 bps from the prior quarter to 3.89%. Improved operating efficiency ratio to 61.83%. 4Q18 Highlights (1) Operating results are non-GAAP financial measures that adjust GAAP reported net income and other metrics for certain income and expense items as outlined in the non-GAAP reconciliation calculations included in the Appendix at the end of this presentation using a blended statutory income tax rate of 26.14% excluding deductible one-time merger related items. (2) Calculated on a tax equivalent basis. (3) U.S Small Business Administration Lender Ranking Report at December 31, 2018. Key Financial Highlights Financial Results Q4-18 Q4-17 GAAP Non-GAAP Non-GAAP Operating (1) Operating (1) Fully Diluted EPS ($0.04) $0.33 $0.28 ROAA (0.14%) 1.27% 1.09% ROATE (1.40%) 12.36% 10.25% Efficiency Ratio 98.88% 61.83% 65.63% Net Interest Margin 3.89% 3.89% 3.30%
20 Loan Growth Excluding Athens loans, EOP Loans increased 13.9% from 4Q17. Athens added $349MM in loans on day 1 and provides further granularity and diversification to our loan portfolio. Athens portfolio has an average loan size of $106K. $974 $1,029 $991 $956 $983 $1,042 $1,070 $1,440 $28 $35 $68 $66 $68 $58 $55 $52 $1,003 $1,064 $1,059 $1,023 $1,052 $1,100 $1,125 $1,492 $800 $900 $1,000 $1,100 $1,200 $1,300 $1,400 $1,500 $1,600 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Total Loans (QTR Avg) In millions Loans HFI Loans HFS Commercial and Industrial 28% Commercial Real Estate Non Owner Occupied 24% Commercial Real Estate Owner Occupied 15% Consumer Real Estate 18% Construction & Land Development 12% Consumer 2% Other 1% Loan Mix 4Q18 End of Period Balances as of December 31, 2018 Q4-18 Change Vs. Q3-18 Change Vs. Q4-17 $ in millions $ $ % $ % Balance Sheet (EOP Balances) Commercial and Industrial $ 405 $ 6 1% $ 31 8% Commercial Real Estate 550 146 36% 200 57% Consumer Real Estate 254 141 124% 151 147% Construction and Land Development 175 45 35% 92 112% Consumer 26 17 210% 19 273% Other 21 1 7% (11) -34% Total Loans HFI $ 1,430 $ 356 33% $ 482 51%
21 1.6% 1.8% 1.7% 1.2% 0.1% 0.2% 0.7% 0.7% 0.7% 0.5% 0.7% 0.6% 0.6% 1.2% 1.2% 0.8% 0.8% 0.7% 0.7% 0.5% 1.4% 0.3% 0.3% 0.3% 0.2% 0.6% 0.6% 0.4% 0.2% 0.8% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Total Q4-18 Legacy Q4-18 Athens Criticized & Classified Loan Trends as a % of Total Gross Loans Special Mention Loans Substandard Loans Total Impaired Loans Credit Quality The current reserve of $12.1MM plus the $5.2MM fair value mark on acquired loans would equate to a 1.21% reserve/loans. The reserve is directionally aligned with the improvement in credit quality and attributes of our criticized and classified loans. Current NPAs/Loans + OREO are at a low level. 1.13% 1.20% 1.40% 1.44% 1.41% 1.25% 1.17% 0.85% 0.26% 0.05% 0.05% 0.01% 0.16% 0.25% 0.36% 1.39% 1.25% 1.45% 1.45% 1.41% 1.41% 1.42% 1.21% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Reserves / Loans (excl HFS) Reserves Specific Reserves Fair Value Mark on Athens 0.06% 0.15% 1.36% 0.32% 0.32% 0.28% 0.13% 0.52% 0.52% 0.21% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 NPAs / Loans + OREO Legacy Athens
22 4.21% 4.27% 4.51% 4.52% 4.73% 4.98% 4.99% 5.37% 0.03% 0.02% 0.04% 0.02% 0.01% 0.06% 0.01% 0.12% 4.24% 4.29% 4.55% 4.54% 4.74% 5.04% 5.00% 5.49% 3.50% 4.00% 4.50% 5.00% 5.50% 6.00% Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Loan Yield excl HFS Loan Yield (Excl Purchase Accounting) Purchase Accounting Loan Yields The loan yield for the quarter was 5.49% and up 49bps from Q3. The yield on new loan production in 4Q was 5.74%. 57% of loan portfolio is variable rate and overall balance sheet remains asset sensitive. Loan Yield Rollforward Q3-18 (Avg) 5.00% New Loan Production 0.02% Repricing of Variable Rate Loans 0.08% Loan Volume/Mix/Athens 0.17% Increase in Loan Fees 0.06% Purchase Accounting 0.12% Loan Returning to Accrual 0.04% Q4-18 (Avg) 5.49% $351 $355 $343 $340 $364 $389 $423 $613 $654 $642 $632 $608 $669 $658 $651 $817 $50 $250 $450 $650 $850 $1,050 $1,250 $1,450 $1,650 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Fixed/Variable Loan Trend EOP In millions Fixed Loans Variable Rate Loans 57% Variable 43% Fixed
23 December 31, 2011 Deposit Composition Deposit Composition December 31, 2018 Deposit Composition Since 2011, demand deposits and NOW accounts have grown from 12% of the total deposit portfolio to 46% Non-Interest Bearing 8% Interest Checking (NOW) 4% Savings & Money Market 65% Time Deposits under $100K 4% Time Deposits over $100K 19% End of Period Balances as December 31, 2011 End of Period Balances as December 31, 2018 Non-Interest Bearing 18% Interest Checking (NOW) 28% Savings & Money Market 32% Time Deposits under $100K 5% Time Deposits over $100K 17%
END 24 Deposit Growth and Costs Excluding Athens deposits, EOP Deposits grew 4.1% from 4Q17. Athens added $404MM in deposits on day 1 and provides CSTR with a low cost, sticky deposit base. Deposit costs decreased 10 bps to 1.12% reflecting lower deposit costs in the Athens deposit base. 46% of all deposits are in a checking account (DDA and NOW). 0.58% 0.57% 0.67% 0.70% 0.77% 0.78% 0.88% 1.11% 1.22% 1.12% 0.50% 0.70% 0.90% 1.10% 1.30% 1.50% 1.70% Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Deposit Cost Fed Funds 2.50% Fed Funds 0.75% Fed Funds 1.25% Fed Funds 1.00% Fed Funds 1.50% Fed Funds 1.75% Fed Funds 2.00% Fed Funds 2.25% Non-Interest Bearing 18% Interest Checking (NOW) 28% Savings & Money Market 32% Time Deposits under $100K 5% Time Deposits over $100K 17% Deposit Mix 4Q18 End of Period Balances as of December 31, 2018 Q4-18 Change Vs. Q3-18 Change Vs. Q4-17 $ in millions $ $ % $ % Balance Sheet (EOP Balances) Non-Interest Bearing $ 290 $ 50 21% $ (12) -4% Interest Checking (NOW) 435 128 42% 160 58% Savings & Money Market 497 120 32% 130 35% Time Deposits under $100K 84 45 117% 47 128% Time Deposits over $100K 265 101 62% 125 90% Deposits $ 1,570 $ 444 39% $ 450 40%
25 Net Interest Margin(1) Our NIM was 3.89% and increased 54 bps due to: Addition of Athens balance sheet, increase in loan volumes and pricing with rate increases contributed 27 bps. Increase of 4 bps in loan fees (C&I and CRE). Lower deposit costs from Athens deposits base contributed 9 bps. EOP loan to deposit ratio at 94.5% (incl HFS). Net Interest Margin 3Q-18 (Avg) 3.35% Loan Volumes/Pricing/Athens 0.27% Increase in Loan Fees 0.04% Purchase Accounting Impact 0.09% Decrease in Deposit Costs 0.09% Investment & Cash Mix 0.05% 4Q-18 (Avg) 3.89% (1) Calculated on a tax equivalent basis 87.7% 95.7% 96.8% 94.6% 94.6% 96.6% 98.0% 94.5% 85.2% 92.5% 90.6% 88.4% 88.5% 91.5% 93.3% 91.2% 75% 80% 85% 90% 95% 100% 75% 80% 85% 90% 95% 100% Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Loan / Deposit Ratio Loan/Deposit Ratio (Inc HFS) Loan/Deposit Ratio (Excl HFS) $9.9 $10.6 $10.8 $10.5 $10.8 $11.6 $11.5 $17.7 3.18% 3.20% 3.31% 3.30% 3.39% 3.46% 3.35% 3.89% 3.00% 3.50% 4.00% 4.50% $6 $8 $10 $12 $14 $16 $18 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Millions Net Interest Margin $ and % Net Interest Income $ Net Interest Margin %
26 Non-Interest Income 2011 Non-Interest Income Composition 2018 YTD Non-Interest Income Composition Since 2011, we have expanded our fee income sources with the addition of Mortgage, Wealth, Tri-Net and BOLI Data as of or for the twelve months ended 12/31/11 and 12/31/18 *Excludes BOLI proceeds for death of executive NIR/Avg Assets = 0.14% NIR/Avg Assets = 0.88%* Treasury Management & Other Deposit Service Charges 46.5% Loan Commitment Fees 31.8% Other 21.7% Treasury Management & Other Deposit Service Charges 13.8% Loan Commitment Fees 5.8% Tri-Net Fees 6.8% Wealth Management 4.8% BOLI 24.8% Mortgage Banking Income 30.8% Other 13.3%
27 Post acquisition, our capital ratios increased from the third quarter and are above regulatory guidelines. Announced $8MM share repurchase on December 21, 2018. Declared quarterly dividend of $0.04 per common shareholders of record as of February 5, 2019. Capital *Reconciliation provided in non-GAAP tables in the Appendix at the end of this presentation. Capital Ratios Q4-18 Q3-18 Q2-18 Q1-18 Well Capitalized Guidelines Tangible Equity / Tangible Assets* 10.86% 10.72% 10.53% 10.35% NA Tangible Common Equity / Tangible Assets* 10.39% 10.09% 9.89% 9.70% NA Tier 1 Leverage Ratio 11.06% 11.02% 10.87% 10.91% 5.00% Tier 1 Risk Based Capital Ratio 12.13% 11.49% 11.41% 11.11% 8.00% Total Risk Based Capital Ratio 12.84% 12.62% 12.53% 12.22% 10.00%
28 Based on the combination with Athens and synergies we expect to realize, our near term guidance includes the following: 2019 Guidance Metric Proforma Net Interest Margin 3.70% - 3.90% Efficiency Ratio Mid/Low 60s% near term Non-Interest Income/Average Assets 0.80% - 1.10% ROAA 1.15% - 1.35% Loan/Deposit Ratio 90% 100% Loan Growth High Single to Low Double Digits Net Charge Off Ratio <25 bps Purchase Accounting Accretion ~$1MM (2019) CDI $1.7MM (2019) Effective Tax Rate ~23%
29 CapStars strategy remains one of sound, profitable growth. Focused on Athens integration and capturing expected synergies. Focused on increasing primary bank status with more clients. Organic growth opportunities through market share takeaway. Continue to explore strategic and opportunistic M&A. Key Takeaways* *Refer to Safe Harbor Statements on slide 3
30 CapStar Financial Holdings, Inc. 1201 Demonbreun Street, Suite 700 Nashville, TN 37203 Mail: P.O. Box 305065 Nashville, TN 37230-5065 (615) 732-6400 Telephone www.capstarbank.com (615) 732-6455 Email: ir@capstarbank.com Contact Information Investor Relations Executive Leadership Claire W. Tucker President and Chief Executive Officer CapStar Financial Holdings, Inc. (615) 732-6402 Email: ctucker@capstarbank.com Rob Anderson Chief Financial and Administrative Officer CapStar Financial Holdings, Inc. (615) 732-6470 Email: randerson@capstarbank.com Corporate Headquarters
31 Appendix: Non-GAAP Tables
32 Historical Financials * Reconciliation provided in non-GAAP tables in this Appendix. See also Non-GAAP Disclaimer on slide 2. Three Months Ended December 31, Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2018 2017 2018 2017 2016 2015 2014 STATEMENT OF INCOME DATA Interest Income $ 22,901 $ 13,124 $ 67,781 $ 51,515 $ 45,395 $ 40,504 $ 38,287 Interest Expense 5,184 2,606 16,088 9,651 6,932 5,731 5,871 Net Interest Income 17,716 10,518 51,692 41,863 38,463 34,773 32,416 Provision for Loan and Lease Losses 1,514 (30) 2,842 12,870 2,829 1,651 3,869 Non-Interest Income 6,387 2,736 15,459 10,908 11,084 8,884 7,419 Non-Interest Expense 23,832 8,699 53,487 33,765 33,129 30,977 28,562 Income before Income Taxes (1,244) 4,585 10,821 6,136 13,590 11,029 7,404 Income Tax Expense (535) 4,494 1,167 4,635 4,493 3,470 2,412 Net Income (708) 91 9,655 1,501 9,097 7,559 4,992 Pre-Tax Pre-Provision Net Income* 271 4,556 13,663 19,006 16,419 12,680 11,273
33 Historical Financials Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2018 2017 2016 2015 2014 BALANCE SHEET (AT PERIOD END) Cash & Due From Banks $ 105,443 $ 82,797 $ 80,111 $ 100,185 $ 73,934 Investment Securities 259,580 205,186 235,250 221,890 285,514 Loans Held for Sale 57,618 74,093 42,111 35,729 15,386 Gross Loans and Leases (Net of Unearned Income) 1,429,794 947,537 935,251 808,396 713,077 Total Intangibles 46,048 6,242 6,290 6,344 6,398 Total Assets 1,963,883 1,344,429 1,333,675 1,206,800 1,128,395 Deposits 1,570,008 1,119,866 1,128,722 1,038,460 981,057 Borrowings and Repurchase Agreements 126,509 70,000 55,000 48,755 34,837 Total Liabilities 1,709,504 1,197,483 1,194,468 1,098,214 1,025,744 Common Equity 245,379 137,946 130,207 92,086 86,151 Preferred Equity 9,000 9,000 9,000 16,500 16,500 Total Shareholders Equity 254,379 146,946 139,207 108,586 102,651 Total Liabilities and Shareholders Equity 1,963,883 1,344,429 1,333,675 1,206,800 1,128,395
34 Historical Financials (1) Reconciliation provided in non-GAAP tables in this Appendix. See also Non-GAAP Disclaimer on slide 2. (2) Calculated on a tax equivalent basis (3) Efficiency ratio is non-interest expense divided by the sum of net interest income and non-interest income. Three Months Ended Twelve Months Ended December 31, December 31, (Dollars in thousands, except per share information) 2018 2017 2018 2017 2016 2015 2014 SELECTED PERFORMANCE RATIOS Return on Average Assets (ROAA) (0.14%) 0.03% 0.63% 0.11% 0.72% 0.66% 0.47% Pre-Tax Pre-Provision Return on Average Assets (PTPP ROAA) (1) 0.06% 1.36% 0.89% 1.40% 1.30% 1.11% 1.06% Return on Average Equity (ROAE) (1.14%) 0.25% 5.50% 1.05% 7.57% 7.08% 4.94% Return on Average Tangible Equity (ROATE) (1) (1.40%) 0.26% 6.05% 1.09% 7.99% 7.53% 5.30% Return on Average Tangible Common Equity (ROATCE) (1) (1.47%) 0.27% 6.41% 1.17% 9.16% 9.01% 6.43% Net Interest Margin(2) (tax equivalent basis) 3.89% 3.30% 3.55% 3.25% 3.22% 3.24% 3.25% Efficiency Ratio(3) 98.88% 65.63% 79.65% 63.98% 66.86% 70.96% 71.70% Non-Interest Income / Average Assets 1.31% 0.82% 1.01% 0.80% 0.88% 0.78% 0.70% Non-Interest Expense / Average Assets 4.87% 2.60% 3.50% 2.49% 2.62% 2.72% 2.68% Loan and Lease Yield 5.49% 4.54% 5.11% 4.41% 4.33% 4.53% 4.74% Deposit Cost 1.12% 0.78% 1.09% 0.73% 0.59% 0.56% 0.62%
35 Historical Financials * Reconciliation provided in non-GAAP tables in this Appendix. See also Non-GAAP Disclaimer on slide 2. Three Months Ended Twelve Months Ended December 31, December 31, (Dollars in thousands, except per share information) 2018 2017 2018 2017 2016 2015 2014 PER SHARE OUSTANDING DATA Basic Net Earnings per Share ($0.04) $0.01 $0.73 $0.13 $0.98 $0.90 $0.59 Diluted Net Earnings per Share ($0.04) $0.01 $0.67 $0.12 $0.81 $0.73 $0.49 Book Value Per Share, Reported $13.84 $11.91 $13.84 $11.91 $11.62 $10.74 $10.17 Tangible Book Value Per Share, Reported* $11.25 $11.37 $11.25 $11.37 $11.06 $10.00 $9.41 Shares of Common Stock Outstanding at End of Period 17,724,721 11,582,026 17,724,721 11,582,026 11,204,515 8,577,051 8,471,516 CAPITAL RATIOS (AT PERIOD END) Tier 1 Leverage Ratio 11.06% 10.77% 11.06% 10.77% 10.46% 9.33% 8.56% Common Equity Tier 1 Capital (Cet1) 11.61% 10.70% 11.61% 10.70% 10.90% 8.89%Tier 1 Risk-Based Capital 12.13% 11.41% 12.13% 11.41% 11.61% 10.41% 10.32% Total Risk-Based Capital Ratio 12.84% 12.52% 12.84% 12.52% 12.60% 11.42% 11.54% Total Shareholders Equity to Total Assets Ratio 12.95% 10.93% 12.95% 10.93% 10.44% 9.00% 9.10% Tangible Equity to Tangible Assets* 10.81% 10.51% 10.81% 10.51% 10.01% 8.52% 8.58%
36 Historical Financials Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2018 2017 2016 2015 2014 NON-PERFORMING ASSETS (NPA) Non-Performing Loans $ 2,078 $ 2,695 $ 3,619 $ 2,689 $ 7,738 Troubled Debt Restructurings 2,947 1,206 1,272 125 2,618 Other Real Estate and Repossessed Assets 988 216 575 Non-Performing Assets 3,066 2,695 3,619 2,905 8,313 ASSET QUALITY RATIOS Non-Performing Assets / Assets 0.16% 0.20% 0.27% 0.24% 0.74% Non-Performing Loans / Loans 0.15% 0.28% 0.39% 0.33% 1.09% Non-Performing Assets / Loans + OREO 0.21% 0.28% 0.39% 0.36% 1.16% Net Charge-Offs to Average Loans (Periods Annualized) 0.39% 1.09% 0.15% 0.38% 0.15% Allowance for Loan Losses to Total Loans and Leases 0.85% 1.45% 1.24% 1.25% 1.58% Allowance for Loan to Non-Performing Loans 582.8% 509.1% 321.4% 376.8% 145.8% * Reconciliation provided in non-GAAP tables in this Appendix. See also Non-GAAP Disclaimer on slide 2.
37 Historical Financials As of December 31, (Dollars in thousands, except per share information) 2018 2017 2016 2015 2014 COMPOSITION OF LOANS HELD FOR INVESTMENT Commercial Real Estate $ 550,446 $ 350,622 $ 302,322 $ 251,196 $ 219,793 Consumer Real Estate 253,562 102,581 97,015 93,785 77,688 Construction and Land Development 174,670 82,586 94,491 52,522 46,193 Commercial and Industrial 404,600 373,248 379,620 353,442 332,914 Consumer 25,615 6,862 5,974 8,668 7,910 Other Loans 20,902 31,638 55,829 48,782 28,578 DEPOSIT COMPOSITION Non-Interest Bearing 289,552 301,742 197,788 190,580 157,355 Interest Checking 434,921 274,681 299,621 189,983 115,915 Savings & Money Market 497,108 367,245 447,686 437,214 484,600 Time Deposits 348,427 176,197 183,628 220,683 223,187 * Reconciliation provided in non-GAAP tables in this Appendix. See also Non-GAAP Disclaimer on slide 2.
38 Historical Financials Three Months Ended Twelve Months Ended December 31, December 31, (Dollars in thousands, except per share information) 2018 2017 2018 2017 2016 2015 2014 REAL ESTATECOMMERCIAL AND CONSTRUCTION CONCENTRATIONS Construction and Development $ 174,670 $ 82,586 $ 174,670 $ 82,586 $ 94,491 $ 52,522 $ 46,193 Commercial Real Estate and Construction 608,529 382,300 608,529 382,300 282,513 198,285 172,803 Construction and Development to Total Risk Based Capital (Reg. 100%) 78.7% 52.9% 78.7% 52.9% 63.2% 45.3% 42.8% Coml. Real Estate and Const. to Total Risk Based Capital (Reg. 300%) 274.1% 244.8% 274.1% 244.8% 188.8% 170.9% 160.0% MORTGAGE METRICS Total Origination Volume $ 90,682 $ 116,592 $ 406,751 $ 440,132 $ 522,037 $ 422,323 $ 253,099 Total Mortgage Loans Sold 84,918 113,277 407,795 462,506 523,031 407,941 245,891 Purchase Volume as a % of Originations 74% 70% 81% 77% 67% 72% 76% Mortgage Fees/Gain on Sale of Loans 1,324 1,621 5,653 6,238 7,375 5,962 4,067 Mortgage Fees/Gain on Sale as a % of Loans Sold 1.56% 1.43% 1.39% 1.35% 1.41% 1.46% 1.65% Mortgage Fees/Gain on Sale as a % of Total Revenue 5.5% 12.2% 8.4% 11.8% 14.9% 13.7% 10.2%
39 Three Months Ended December 31, Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2018 2017 2018 2017 2016 2015 2014 PRE-TAX PRE-PROVISION INCOME Pre-Tax Income $ (1,244) $ 4,585 $ 10,821 $ 6,136 $ 13,590 $ 11,029 $ 7,404 Add: Provision for Loan Losses 1,514 (30) 2,842 12,870 2,829 1,651 3,869 Pre-Tax Pre-Provision Income 271 4,556 13,663 19,006 16,419 12,680 11,273 PRE-TAX PRE-PROVISION RETURN ON AVERAGE ASSETS Total Average Assets $ 1,940,991 $ 1,329,621 $ 1,528,915 $ 1,357,794 $ 1,262,763 $ 1,140,760 $ 1,064,705 Pre-Tax Pre-Provision Income 271 4,556 13,663 19,006 16,419 12,680 11,273 Pre-Tax Pre-Provision Return on Average Assets 0.06% 1.36% 0.89% 1.40% 1.30% 1.11% 1.06% Non-GAAP Financial Measures
40 As of December 31, (Dollars in thousands, except per share information) 2018 2017 2016 2015 2014 TANGIBLE EQUITY Total Shareholders Equity $ 254,379 $ 146,946 $ 139,207 $ 108,586 $ 102,651 Less: Intangible Assets 46,048 6,242 6,290 6,344 6,398 Tangible Equity 208,331 140,704 132,918 102,242 96,253 TANGIBLE COMMON EQUITY Tangible Equity $ 208,331 $ 140,704 $ 132,918 $ 102,242 $ 96,253 Less: Preferred Equity 9,000 9,000 9,000 16,500 16,500 Tangible Common Equity 199,331 131,704 123,918 85,742 79,753 TANGIBLE EQUITY TO TANGIBLE ASSETS Tangible Equity $ 208,331 $ 140,704 $ 132,918 $ 102,242 $ 96,253 Total Assets 1,963,883 1,344,429 1,333,675 1,206,800 1,128,395 Less: Intangible Assets 46,048 6,242 6,290 6,344 6,398 Tangible Assets 1,917,835 1,338,188 1,327,385 1,200,456 1,121,997 Tangible Equity to Tangible Assets 10.86% 10.51% 10.01% 8.52% 8.58% TANGIBLE COMMON EQUITY TO TANGIBLE ASSETS Tangible Common Equity $ 199,331 $ 131,704 $ 123,918 $ 85,742 $ 79,753 Tangible Assets 1,917,835 1,338,188 1,327,385 1,200,456 1,121,997 Tangible Common Equity to Tangible Assets 10.39% 9.84% 9.34% 7.14% 7.11% Non-GAAP Financial Measures
41 Three Months Ended December 31, Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2018 2017 2018 2017 2016 2015 2014 RETURN ON AVERAGE TANGIBLE EQUITY (ROATE) Total Average Shareholders Equity $ 245,811 $ 147,667 $ 175,686 $ 143,402 $ 120,123 $ 106,727 $ 101,030 Less: Average Intangible Assets 45,687 6,248 16,174 6,265 6,318 6,371 6,855 Average Tangible Equity 200,124 141,419 159,512 137,137 113,805 100,356 94,175 Net Income to Shareholders (708) 91 9,655 1,501 9,097 7,559 4,992 Return on Average Tangible Equity (ROATE) (1.40%) 0.26% 6.05% 1.09% 7.99% 7.53% 5.30% RETURN ON AVERAGE TANGIBLE COMMON EQUITY (ROATCE) Average Tangible Equity $ 200,124 $ 141,419 $ 59,512 $ 137,137 $ 113,805 $ 100,356 $ 94,175 Less: Preferred Equity 9,000 9,000 9,000 9,000 14,533 16,500 16,500 Average Tangible Common Equity 191,124 132,419 150,512 128,137 99,273 83,856 77,675 Net Income to Shareholders (708) 91 9,655 1,501 9,097 7,559 4,992 Return on Average Tangible Common Equity (ROATCE) (1.47%) 0.27% 6.41% 1.17% 9.16% 9.01% 6.43% Non-GAAP Financial Measures
42 As of December 31, (Dollars in thousands, except per share information) 2018 2017 2016 2015 2014 TANGIBLE BOOK VALUE PER SHARE, REPORTED Tangible Common Equity $ 199,331 $ 131,704 $ 123,918 $ 85,742 $ 79,753 Shares of Common Stock Outstanding 17,724,721 11,582,026 11,204,515 8,577,051 8,471,516 Tangible Book Value Per Share, Reported $11.25 $11.37 $11.06 $10.00 $9.41 SHARES OUTSTANDING AT END OF PERIOD Shares of Common Stock Outstanding 17,724,721 11,582,026 11,204,515 8,577,051 8,471,516 Shares of Preferred Stock Outstanding 878,048 878,049 878,049 1,609,756 1,609,756 Total Shares Outstanding at End of Period 18,602,769 12,460,075 12,082,564 10,186,807 10,081,272 TANGIBLE BOOK VALUE PER SHARE, ADJUSTED Tangible Equity $ 208,331 $ 140,704 $ 132,918 $ 102,242 $ 96,253 Total Shares Outstanding at End of Period 18,602,769 12,460,075 12,082,564 10,186,807 10,081,272 Tangible Book Value Per Share, Adjusted $11.20 $11.29 $11.00 $10.04 $9.55 Non-GAAP Financial Measures
43 Three Months Ended December 31, Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2018 2017 2018 2017 2016 2015 2014 OPERATING NET INCOME Net Income $ (708) $ 91 $ 9,655 $ 1,501 $ 9,097 $ 7,559 $ 4,992 Add: Merger-Related Expense 8,9299,803 Less: Income Tax Impact (1,985)(2,213) Less: Impact of Tax Reform (3,562) (3,562) Operating Net Income 6,236 3,653 17,245 5,063 9,097 7,559 4,992 OPERATING DILUTED NET INCOME PER SHARE Operating Net Income $ 6,236 $ 3,653 $ 17,245 $ 5,063 $ 9,097 $ 7,559 $ 4,992 Average Diluted Shares Outstanding 18,716,562 12,938,288 14,480,347 12,803,511 12,803,511 11,212,026 10,425,039 Operating Diluted Net Income per Share $ 0.33 $ 0.28 $ 1.19 $ 0.40 $ 0.71 $ 0.67 $ 0.48 OPERATING RETURN ON AVERAGE ASSETS (ROAA) Operating Net Income $ 6,236 $ 3,653 $ 17,245 $ 5,063 $ 9,097 $ 7,559 $ 4,992 Total Average Assets 1,940,991 1,329,621 1,528,915 1,357,794 1,262,763 1,140,760 1,064,705 Operating Return on Average Assets (ROAA) 1.27% 1.09% 1.13% 0.37% 0.72% 0.66% 0.47% OPERATING RETURN ON AVERAGE TANGIBLE EQUITY (ROATE) Average Tangible Equity $ 200,124 $ 141,419 $ 159,512 $ 137,137 $ 113,805 $ 100,356 $ 94,175 Operating Net Income 6,236 3,653 17,245 5,063 9,097 7,559 4,992 Operating Return on Average Tangible Equity (ROATE) 12.36% 0.26% 10.81% 3.69% 7.99% 7.53% 5.30% Non-GAAP Financial Measures The operating non-GAAP amounts and ratios above have excluded the impact of the merger-related items and the impact of the Tax Cuts and Jobs Act of 2017.
44 Three Months Ended December 31, Twelve Months Ended December 31, (Dollars in thousands, except per share information) 2018 2017 2018 2017 2016 2015 2014 OPERATING NON-INTEREST EXPENSE Non-Interest Expense $ 23,832 $ 8,699 $ 53,487 $ 33,765 $ 33,129 $ 30,977 $ 28,562 Less: Merger-Related Expense (8,929)(9,803) Operating Non-Interest Expense 14,903 8,699 43,684 33,765 33,129 30,977 28,562 OPERATING NON-INTEREST EXPENSE / AVERAGE ASSETS Operating Non-Interest Expense $ 14,903 $ 8,699 $ 43,684 $ 33,765 $ 33,129 $ 30,977 $ 28,562 Total Average Assets 1,940,991 1,329,621 1,528,915 1,357,794 1,262,763 1,140,760 1,064,705 Operating Non-Interest Income / Average Assets 3.05% 2.60% 2.86% 2.49% 2.62% 2.72% 2.68% OPERATING EFFICIENCY RATIO Operating Non-Interest Expense $ 14,903 $ 8,699 $ 43,684 $ 33,765 $ 33,129 $ 30,977 $ 28,562 Net Interest Income 17,716 10,518 51,692 41,863 38,463 34,773 32,416 Non Interest Income 6,387 2,736 15,459 10,908 11,084 8,884 7,419 Total Revenues 24,103 13,254 67,151 52,771 49,548 43,657 39,835 Operating Efficiency Ratio 61.83% 65.63% 65.05% 63.98% 66.86% 70.96% 71.70% Non-GAAP Financial Measures The operating non-GAAP amounts and ratios above have excluded the impact of the merger-related items.
cAps T A RTM FINANCIAL HOLDINGS, INC.