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non-accrual

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2021

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________to________

Commission File Number 001-37886

 

CAPSTAR FINANCIAL HOLDINGS, INC.

(Exact name of Registrant as specified in its Charter)

 

Tennessee

 

81-1527911

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

1201 Demonbreun Street, Suite 700

Nashville, Tennessee

 

37203

(Address of principal executive office)

 

(zip code)

Registrant’s telephone number, including area code (615) 732-6400

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $1.00 par value per share

 

CSTR

 

Nasdaq Global Select Market

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

Large accelerated filer

 

☐

Accelerated filer

 

☒

 

 

 

 

 

 

Non-accelerated file

 

☐

Small reporting company

 

☐

 

 

 

 

 

 

 

 

 

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. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $440,483,172 based on the closing sales price of $20.50 per share as reported on the Nasdaq Global Select Market.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

 

Shares outstanding as of February 24, 2022

Common Stock, par value $1.00 per share

22,226,070

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement relating to the 2022 Annual Meeting of Shareholders (the "2022 Proxy Statement"), which will be filed within 120 days after December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 

 

Table of Contents

Terminology

Cautionary Note Regarding Forward-looking statements

Summary of Material Risks

 

 

 

 

Page

PART I

 

 

 

 

Item 1.

 

Business

 

1

Item 1A.

 

Risk Factors

 

17

Item 1B.

 

Unresolved Staff Comments

 

35

Item 2.

 

Properties

 

35

Item 3.

 

Legal Proceedings

 

35

Item 4.

 

Mine Safety Disclosures

 

35

 

 

 

 

 

PART II

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

36

Item 6.

 

Selected Financial Data

 

39

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

40

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

59

Item 8.

 

Financial Statements and Supplementary Data

 

60

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

113

Item 9A.

 

Controls and Procedures

 

113

Item 9B.

 

Other Information

 

113

Item 9C.

 

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 

 

 

 

 

 

 

PART III

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

114

Item 11.

 

Executive Compensation

 

114

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

114

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

114

Item 14.

 

Principal Accountant Fees and Services

 

114

 

 

 

 

 

PART IV

 

 

 

 

Item 15.

 

Exhibit and Financial Statements

 

115

Item 16.

 

Form 10-K Summary

 

118

 

 

Signatures

 

119

 

i

 

TERMINOLOGY

Unless this Annual Report on Form 10-K (this “Report”) indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Company,” “CapStar,” “CSTR” and “CapStar Financial,” as used herein refer to CapStar Financial Holdings, Inc., and its wholly owned subsidiary, CapStar Bank, which we sometimes refer to as “our bank subsidiary,” “the bank” or “our bank”. References herein to the fiscal years 2019, 2020 and 2021 mean our fiscal years ended on each of December 31, 2019, 2020 and 2021, respectively. References herein to our “Target Market” includes the state of Tennessee and geographical areas within a 100-mile radius of any of our branch locations.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, statements relating to the Company’s assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short and long-term performance goals, prospects, results of operations, strategic initiatives, the benefits, cost and synergies of completed acquisitions or dispositions, and the timing, benefits, costs and synergies of future acquisitions, disposition and other growth opportunities. 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,” “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 upon current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. 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 and that are beyond our control. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date of this Report, 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 continuing effects of the COVID-19 (and variants of that virus) pandemic upon us, our customers, employees, and third-party service providers, and the ultimate extent of the impacts of the pandemic on our business, including on our credit quality, business operations and liquidity, as well as its impact on general economic and financial market conditions;
•
deterioration in general business and economic conditions, or turbulence in domestic or global financial markets, which could adversely affect CapStar’s revenues and the values of our assets and liabilities, reduce the availability of funding, affect credit quality, and increase stock price volatility;
•
the inability to capitalize on opportunities to enhance market share in certain markets and the risk that the Company’s services may not be generally accepted 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 our target markets 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 to achieve our loan, return on average assets and efficiency ratio goals, hire seasoned bankers, and achieve 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;
•
the significant portion of our loan portfolio that originated during the past two years and therefore may less reliably predict

ii

 

future collectability than older loans;
•
the adequacy of reserves (including our allowance for loan losses) and the appropriateness of our methodology for calculating such reserves;
•
non-performing loans, leases and other non-performing assets;
•
charge-offs, non-accruals, troubled debt restructurings, impairments and other credit-related issues;
•
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;
•
changes in secondary market conditions for underwriting or repurchase of secondary mortgages;
•
continued compliance and adherence to underwriting and servicing of Government Guaranteed Loans;
•
our inability to realize operating efficiencies and tax savings from the implementation of our strategic plan;
•
our ability to comply with existing and changing governmental legislation and regulation, including Basel guidelines, capital requirements, accounting regulation or standards and other applicable laws and regulations;
•
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 Bank’s regulatory lending limits and other factors related to our size to restrict our growth and prevent us from effectively implementing our business strategy;
•
our ability to identify and thereafter consummate strategic acquisitions that may be necessary in order 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;
•
threats to and breaches of our information technology systems and data security, including cyber-attacks; 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;
•
our involvement from time to time in litigation or other proceedings instituted by or against shareholders, customers, employees or third parties and the cost of legal fees associated with such litigation or proceedings;
•
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

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in our internal controls over financial reporting.

The foregoing factors should not be construed as exhaustive and should be read in conjunction with the section entitled “Risk Factors” included in this Report. 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 Report, 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.

 

MARKET DATA

Market data used in this Report 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. The Company did not commission the preparation of any of the sources or publications referred to in this Report. The Company has not independently verified the data obtained from these sources, and, although the Company 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 Report.

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SUMMARY OF MATERIAL RISKS

 

An investment in our securities involves risks, including those summarized below. For a more complete discussion of the material risks facing our business, see Item 1A—Risk Factors.

Risks Related to Our Business

•
Our business, financial condition, and results of operations may be adversely affected by global pandemics, including the recent COVID-19 pandemic and future variants.
•
As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions
•
Our business and operations are concentrated in our Target Market, and we are more sensitive than our more geographically diversified competitors to adverse changes in the local economy.
•
Competition from financial institutions and other financial service providers may adversely affect our profitability.
•
As a bank that focuses on building comprehensive banking relationships with clients, our reputation is critical to our business, and damage to it could have a material adverse effect on us.

 

Credit and Interest Rate Risks

•
We target small and medium sized businesses as loan clients, who may have greater credit risk than larger borrowers.
•
Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.
•
We may not be able to adequately assess and limit our credit risk, which could adversely affect our profitability.
•
Repayment of our leveraged loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value.
•
Our allowance for loan losses may prove to be insufficient to absorb losses inherent in our loan portfolio.
•
Our commercial real estate loan portfolio exposes us to credit risks that may be greater than the risks related to other types of loans.
•
A prolonged downturn in the real estate market could result in losses and adversely affect our profitability.
•
Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability.
•
We engage in lending secured by real estate and may be forced to foreclose on the collateral and own the underlying real estate, subjecting us to the costs and potential risks associated with the ownership of the real property.
•
We are subject to risks associated with home equity products where we are in a second lien position that could materially adversely affect our performance.
•
We have several large depositor relationships, the loss of which could force us to fund our business through more expensive and less stable sources.
•
Correspondent banking introduces unique risks, which could affect our liquidity.
•
Liquidity risk could impair our ability to fund operations and meet our obligations as they become due, and our funding sources may be insufficient to fund our future growth.
•
We are subject to interest rate risk, which could adversely affect our profits.
•
The fair value of our investment securities could fluctuate because of factors outside of our control, which could have a material adverse effect on us.
•
Changes in monetary policy and government responses to adverse economic conditions such as inflation and deflation may have an adverse effect on our business, financial condition and results of operations.

Strategic Risks

•
Our business strategy includes the continuation of our growth plans, and we could be negatively affected if we fail to grow or fail to manage our growth effectively.
•
Our bank’s size presents multiple challenges that may restrict our growth and prevent us from effectively implementing our business strategy, such as our regulatory and internal lending limits and our ability to effectively leverage our infrastructure to implement our business strategy.

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•
Our growth strategy involves strategic acquisitions, and we may not be able to overcome risks associated with such transactions.
•
Our continued pace of growth may require us to raise additional capital in the future to fund such growth, and the unavailability of additional capital on terms acceptable to us could adversely affect us or our growth.

Operational Risks

•
Deterioration in the fiscal position of the U.S. federal government and downgrades in the U.S. Department of the Treasury and federal agency securities could adversely affect us and our banking operations.
•
We are subject to losses resulting from fraudulent and negligent acts on the part of loan applicants, our borrowers, other third parties, and our employees.
•
We may bear costs associated with the proliferation of computer theft and cyber-crime.
•
Our risk management framework may not be effective in mitigating risks and/or losses to us.
•
We depend on our information technology and telecommunications systems, and any systems failures or interruptions could adversely affect our operations and financial condition.
•
We are dependent upon outside third parties for the processing and handling of our records and data.
•
We encounter technological change continually and have fewer resources than certain of our competitors to invest in technological improvements.
•
We may be adversely affected by the lack of soundness of other financial institutions
•
We are subject to environmental liability risk associated with our lending activities.
•
By engaging in derivative transactions, we are exposed to additional credit and market risk.
•
We are or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.
•
Our Target Market is susceptible to floods, tornados and other natural disasters, adverse weather events, nuclear fallout from nuclear plants in East Tennessee and acts of God, which may adversely affect our business and operations.
•
Our internal controls over financial reporting may not be effective, and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
•
Uncertainties in the interpretation and application of the Tax Reform Act could materially affect our tax obligations and effective tax rate.
•
We may be adversely impacted by the transition from LIBOR as a reference rate.
•
Changes in U.S. trade policies and other factors beyond our Company’s control, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition and results of operations.

Regulatory and Compliance Risks

•
We are subject to extensive regulation that could limit or restrict our business activities and impose financial requirements, such as minimum capital requirements, and could have a material adverse effect on our profitability.
•
Federal and state regulators periodically examine our business and may require us to remediate adverse examination findings or may take enforcement action against us.
•
We are subject to numerous fair lending laws designed to protect consumers and failure to comply with these laws could lead to a wide variety of sanctions.
•
We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.
•
Financial reform legislation has, among other things, tightened capital standards, created the Consumer Financial Protection Bureau and resulted in new regulations that are likely to increase our costs of operations.
•
We are required to act as a source of financial and managerial strength for our bank in times of stress.
•
Our FDIC deposit insurance premiums and assessments may increase.

Risks Related to Our Common Stock

•
Even though our common stock is currently traded on the Nasdaq Stock Market's Global Select Market, it has less liquidity than many other stocks quoted on a national securities exchange.

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•
A future issuance or future issuances of stock could dilute the value of our common stock.
•
Significant sales of our common stock by certain shareholders could affect the market value of our common stock.
•
We have the ability to incur debt and pledge our assets, including our stock in our bank, to secure that debt.
•
The rights of our common shareholders would likely be subordinate to the rights of the holders of any preferred stock that we may issue in the future.
•
We and our bank are subject to capital and other legal and regulatory requirements which restrict our ability to pay dividends.

General Risks

•
We are dependent on the services of our management team and board of directors, and the unexpected loss of key personnel or directors may adversely affect our business and operations.

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PART I

ITEM 1. BUSINESS

OVERVIEW

CapStar Financial Holdings, Inc., a Tennessee corporation, is a bank holding company that is headquartered in Nashville, Tennessee and that operates primarily through its wholly owned subsidiary, CapStar Bank, a Tennessee-chartered state bank. CapStar Bank was incorporated in the State of Tennessee in 2007 and acquired a state charter in 2008 which was accomplished through a de novo application with the Tennessee Department of Financial Institutions (“TDFI”) and the Federal Reserve Bank of Atlanta. Upon approval of its charter, CapStar Bank opened for business to the public on July 14, 2008. CapStar Financial Holdings, Inc. was incorporated in 2015 and, on February 5, 2016, completed a share exchange with CapStar Bank’s shareholders that resulted in CapStar Bank becoming a wholly owned subsidiary of the Company.

We are a bank that seeks to establish and maintain comprehensive relationships with our clients by delivering customized and creative banking solutions and superior client service. Our products and services include (i) commercial and industrial loans to small and medium sized businesses, (ii) commercial real estate loans, (iii) Mortgage banking products and services, (iv) private banking and wealth management services for the owners and operators of our business clients and other high net worth individuals; (v) correspondent banking services to meet the needs of Tennessee’s smaller community banks and (vi) various retail and consumer products. Our operations are presently concentrated in Tennessee.

As of December 31, 2021, on a consolidated basis, we had total assets of $3.1 billion, total deposits of $2.7 billion, total net loans of $1.9 billion, and shareholders’ equity of $380.1 million.

Core Operating Principles

We operate our business in conformity with our core principles which are, in order of priority:

•
Soundness - We strive to engage in safe and sound banking practices that preserve the asset quality of our balance sheet and protect our deposit base and ensure we maintain capital levels that are considered above “well capitalized” according to regulatory standards.
•
Profitability - We seek to achieve strong profitability metrics through optimal balance sheet management, prudent expense management, and disciplined capital allocation.
•
Strategic Growth - We seek to grow revenue and net income by building long-term relationships with our customers based on top quality service.

We have historically adhered to these core operating principles, and we intend to continue to emphasize the importance of these principles to the conduct of our business.

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Acquisitions and Expansion

On October 1, 2018, we completed our acquisition of Athens Bancshares Corporation (“Athens”), the bank holding company for Athens Federal Community Bank, National Association (“Athens Federal”), headquartered in Athens, Tennessee. We acquired all of the outstanding shares of common stock of Athens for approximately $92.9 million in total consideration which was primarily comprised of the issuance of approximately 5.2 million shares of common stock of our Company. At the time of the acquisition, Athens Federal had eight banking locations located throughout the Eastern Tennessee corridor between Chattanooga and Knoxville, Tennessee. The operations of Athens are included in our financial statements beginning October 1, 2018.

On July 1, 2020, we completed our acquisition of FCB Corporation (“FCB”), the bank holding company for the First National Bank of Manchester. We acquired all of the outstanding shares of common stock of FCB for approximately 3.0 million shares of common stock of our Company. At the time of acquisition, Manchester had four banking locations throughout middle Tennessee. The operations of Manchester are included in our financial statements beginning July 1, 2020.

On July 1, 2020, we completed our acquisition of the Bank of Waynesboro (“BOW”). We acquired all of the outstanding shares of common stock of BOW for approximately 0.7 million shares of common stock of our Company. At the time of acquisition, BOW had six banking locations throughout Southern Tennessee. The operations of BOW are included in our financial statements beginning July 1, 2020.

In addition to acquisitions, we seek opportunities to expand our presence organically when we identify a strong banking team in a market with attractive economic characteristics and market demographics where we believe we can achieve accelerated growth of loans and deposits while deploying capital in a disciplined manner. Prior to entering a new market, historically we have identified and built a team of experienced, successful bankers with market-specific knowledge to lead the bank’s operations in that market. Generally, we or members of our senior management team are familiar with these individuals based on prior work experience and reputation, and strongly believe in the ability of such individuals to successfully execute our business model. Ideal geographic areas for expansion include those with successful, experienced bankers with strong reputations in the market and economic attributes necessary to drive quality lending and deposit opportunities. During the fourth quarter ended December 31, 2021, the Company announced the hiring of a team of nine experienced financial professionals to grow market share and serve clients in Chattanooga, TN.

Our Products and Services

Loans

General. Through our bank, we offer a broad range of commercial lending products to small and medium sized businesses, the owners and operators of our business clients and other high net worth individuals. Our strategy is to maintain a broadly diversified loan portfolio in terms of the type of loan product, the type of client and the industries in which our business clients are engaged.

Our commercial and industrial lending products include commercial loans, business term loans, equipment financing and lines of credit to a diversified mix of small and medium sized businesses. We offer commercial real estate loans that are collateralized by both owner-occupied and non-owner occupied properties, as well as interim construction loans.

Our consumer lending products include residential first mortgage loans which are typically thereafter sold on the secondary market. We offer second mortgage home equity mortgage loans and other consumer related loans such as loans for automobile or other recreational vehicles, which we maintain on the Bank’s balance sheet. Additionally, we offer lines of credit to facilitate investment opportunities for consumer clients whose financial characteristics support the request.

We market our lending products and services to existing clients through our client service. We seek to attract new lending clients through banking teams that are specifically dedicated to the markets in which we serve. We believe our industry-specific knowledge, product and local market expertise and engagement increase our profile within these lending verticals, enable us to identify, select and compete for qualified borrowers and attractive financing projects and manage more effectively the potential risks of our loan portfolio.

Underwriting. Disciplined underwriting is the foundation of our credit culture. We strive to adhere to thorough underwriting standards and deliver customized and creative loan solutions in a responsive and timely manner.

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Philosophically, we seek loans that are prudent and desirable, not just “doable.” In considering a loan, we follow the underwriting principles in our loan and credit administration policies which include the following requirements:

•
receipt of certain financial information, such as financial statements, tax returns and credit reports, to ensure that the potential borrower has sufficient recurring cash flow and liquidity to repay the loan;
•
determination that the structure of the loan matches the underlying purpose of and repayment source for the loan, the potential borrower’s creditworthiness and the depreciable life of any collateral;
•
verification that the potential borrower has a demonstrated propensity to repay the loan/the borrower’s indebtedness/etc.;
•
consideration of the value, liquidity and marketability of the potential borrower’s assets and identifying and evaluating all significant direct and contingent liabilities; and
•
determination and approval of the rates and fees associated with the potential loan.

Except in very limited circumstances in which substantial equity is present, our commercial and industrial and owner-occupied commercial real estate loans are supported by personal guaranties from the principals of the borrower. In addition, we require our non-owner occupied commercial real estate loans to be secured by well- managed income producing property with adequate margins, supported by a history of profitable operations and cash flows, and proven operating stability.

Our underwriting processes collaboratively engage our bankers and credit underwriters in the analysis of each loan request. We manage our credit risks by analyzing metrics in order to maintain a conservative and well-diversified loan portfolio reflective of our assessment of various subsets within our market. Based upon our aggregate exposure to any given borrower relationship, we employ tiered review of loan originations that may involve joint line and credit authorization, our bank’s Credit Committee or, ultimately, our full board of directors.

Concentrations. We are a relationship-oriented, rather than a transaction-based, bank. Accordingly, substantially all of our loans have been made to borrowers located in our Target Market. As of December 31, 2021, approximately 73% of the loans in our loan portfolio (measured by dollar amount) were made to borrowers who live or conduct business in our Target Market, and a substantial portion of those loans are considered commercial and industrial loans, commercial real estate loans (including owner-occupied and non-owner occupied real estate), mortgage loans and construction loans. As such, a substantial majority of our loan portfolio is dependent upon the economic environment of our Target Market. We do have a limited number of loans secured by properties located outside of Tennessee, most of which are made to borrowers who are well-known to us because they are headquartered or reside within Tennessee.

In addition, we employ appropriate limits on our overall loan portfolio and requirements with respect to certain types of lending. As a general practice, we operate with an internal guideline limiting loans to any single borrowing relationship to a tiered amount based upon our internal risk rating. Many of our loans have been made to a small number of borrowers, resulting in a concentration of large loans to certain borrowers. As of December 31, 2021, our 25 largest borrowing relationships (which may include multiple loans to one borrower or loans to multiple entities that are affiliated due to common ownership) accounted for approximately 15% of our total loan portfolio.

Credit Risk Management. Managing credit risk is a process that involves the entire Company. Our strategy for credit risk management includes the disciplined underwriting process described above, adherence to prudent standards, and ongoing risk monitoring and review processes for all loan exposures. Our Chief Credit Policy Officer provides bank-wide credit oversight and regularly reviews the loan portfolio to ensure that the risk identification processes are functioning properly and that our credit standards are followed. We periodically submit ourselves to review by independent third parties to validate our internal oversight. We strive to identify potential problem loans early in an effort to aggressively seek resolution of these situations before the loans become delinquent or impaired, record any necessary charge-offs promptly and maintain adequate allowance levels for probable loan losses inherent in the loan portfolio.

Credit risk management involves a partnership between our bankers and our credit department with credit approval processes requiring concurrence of the two. The members of our credit administration group primarily focus their efforts on credit analysis, underwriting and monitoring of credits and providing management reporting to executive management and our board of directors. Based upon size, emerging problem loans are assigned to our special assets process to mitigate the risk of loss. Executive management regularly reviews the status of the watch list and classified

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assets portfolio as well as the larger credits in the portfolio. Our collections department is also responsible for managing the collection and foreclosure process and the disposal of other real estate owned.

Deposits

Core deposits are our principal source of funds for use in lending and other general banking purposes. We solicit core deposits through our relationship-driven team of dedicated and accessible bankers and through relationship-focused marketing. We provide a full range of deposit products and services, including demand deposits, interest-bearing transaction accounts, money market accounts, time and savings deposits, certificates of deposit and CDARS® reciprocal products. We do not rely on brokered deposits as a meaningful source of funding.

Our ability to gather deposits is an important aspect of our business franchise, and we believe this is a significant driver of our success. Our largest sources of deposits are NOW, Demand Deposit Accounts, money market and savings accounts. Our transaction accounts include checking and NOW accounts, which provide us with a source of fee income, as well as a low-cost source of funds. Time accounts also provide us with a relatively stable and low-cost source of funding. Certificates of deposit are held primarily by clients in our Target Market.

Deposit rates are reviewed regularly by pricing committee as we continuously seek to price our deposit products and services to promote core deposit growth. Our management believes that the rates that we offer are competitive with those offered by other institutions in our Target Market.

Correspondent Banking

We provide correspondent banking services to community banks. Services we offer include settlement, Fed Funds lines of credit, depository products, wire transfer services, bank holding company loans and loan participations on larger commercial and commercial real estate exposures. Correspondent banking deposits comprised approximately $408.5 million or 15% of our total deposits as of December 31, 2021.

Correspondent banking provides a valuable funding source for the bank. In 2013, management identified a void in the Tennessee correspondent banking market due to the instability of larger correspondent banks. Other factors leading to the expansion of correspondent banking included a need to diversify our funding base, the desire by many community banks to do business with a Tennessee-based correspondent bank, the ability to recruit well-known and respected talent for business development and risk management, and the ability to license a low cost proprietary settlement platform.

Mortgage Banking

Mortgage banking generated $0.9 billion in mortgage loan originations for the year ended December 31, 2021. Mortgage loans are typically sold in the secondary market and are underwritten by the bank. Mortgage banking has provided the bank a source of noninterest income and referrals for other banking services including home equity lines of credit and deposit products.

Other Services

Given client demand for increased convenience and account access, we offer a range of products and services, including 24-hour telephone and online banking, direct deposit, mobile banking, safe deposit boxes, remote deposit and cash management services for individuals and small and medium sized business. We also participate in a shared network of automated teller machines and a debit card system that our customers are able to use throughout Tennessee and other regions. In many cases, we reimburse our customer for any ATM fees that may be charged to the customer.

Competition

The financial services industry is highly competitive in our Target Market. In particular, the Target Market consisted of 84 financial institutions with over $114 billion in deposits as of June 30, 2021. We held the number 9 deposit market share position at June 30, 2021 with 2.5% of the deposit market share. We compete for loans, deposits, and financial services in our Target Market. We compete directly with other bank and nonbank institutions located within our market area, Internet-based banks, out-of-market banks, and bank holding companies that advertise in or otherwise serve our market area, along with money market and mutual funds, brokerage houses, mortgage companies, and insurance companies or other commercial entities that offer financial services products. Competition involves efforts to retain current clients, obtain new loans and deposits, increase the scope and type of services offered, and offer competitive interest rates paid on deposits and charged on loans. Many of our competitors enjoy competitive advantages, including greater financial resources, a wider geographic presence, more accessible branch office locations, the ability to offer

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additional services, more favorable pricing alternatives, and lower origination and operating costs. Some of our competitors have been in business for a long time and have an established client base and name recognition. Changes in regulation, technology and product delivery systems have resulted in an increasingly competitive environment. We expect to continue to face increasing competition from online and traditional financial institutions seeking to attract customers by providing access to similar services and products; however, we believe that our experienced leadership, efficient and scalable operating model, personalized service and emphasis on attracting core deposits from our other product offerings enable us to effectively compete in the communities in which we operate.

Information and Technology

We continually adapt to the changing technological needs and wants of our clients by investing in our electronic banking platform. We use a combination of online and mobile banking channels to attract and retain clients and expand the convenience of banking with us. In most cases, our clients can initiate banking transactions from the convenience of their personal computer or smart phone, reducing the number of in-branch visits necessary to conduct routine banking transactions. The remote transactions available to our clients include remote image deposit, bill payment, external and internal transfers, ACH origination and wire transfer. We believe that our investments in technology and innovation are consistent with our clients’ needs and will support future migration of our clients’ transactions to these and other developing electronic banking channels. Further, we closely monitor information security for trends and new threats, including cybersecurity risks, and invest significant resources to continuously improve the security and privacy of our systems and data. For more information, please see “– Supervision and Regulation - Cybersecurity and Privacy”. The Company also has an Information Technology (IT) Steering Committee comprised of internal managers representing various divisions of the Company. The Committee oversees IT strategic and investment priorities and the Company’s Information Security Program. The Committee regularly reports to the Risk Committee of the Board through distribution of meeting minutes and other presentations and communication, including a comprehensive overview of the Company’s cyber and information security program annually.

Human Capital

As of December 31, 2021, we had 397 total employees. As a service-oriented business, our long-term success depends on our people and we are committed to taking a multi-dimensional approach to talent and culture. Our people and culture are critical to the Company’s long-term success.

As such, our talent vision and strategy focus on:

Talent Vision, Strategy and Development

•
Enabling talent and performance management that generates career opportunities and creates future leaders of the organization.
•
Empathy towards others that gives us a unique understanding and ability to provide internal and external service excellence.
•
Supporting a healthy work-life balance by offering generous paid time off for vacation (four weeks per year), holidays (including birthday), and sick leave.
•
Delivering a competitive compensation package, including medical, dental and vision benefits; paid life, disability, and long-term care insurance; and 401(k) employer contribution.

Diversity, Equity and Inclusion- At CapStar, we cultivate and advance diversity in all forms as part of building a strong culture, a culture in which inclusion and belonging are paramount, and where all of our colleagues strive to be open and inclusive leaders and teammates. Our culture is what unifies our colleagues across our diverse business model, ensures we are best positioned to serve our diverse clients and propels our continuous evolution. We are proud to be an Equal Opportunity Employer and enforce those values throughout all of our operations. We prohibit discrimination in hiring or advancement against any individual on the basis of race, color, religion, gender, sex, national origin, age, marital status, pregnancy, physical or mental disability, genetics, veteran status, sexual orientation, or any other characteristic protected by applicable law.

Oversight- Transparency and accountability are critical to driving our recruiting and development practices. We are committed to advancing the leadership of our Board through the inclusion of female and diverse directors, as detailed in the Company’s Nominating and Corporate Governance Committee Charter. With more than 20% female representation, the Company was recognized nationally for its commitment to board diversity by the 2020 Women on Boards education and awareness campaign as one of only 52% of Russell 3000 companies earning the distinction.

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We employ Gallup Engagement Surveys to gauge employee satisfaction and solicit feedback from team members on ways management can improve the working environment and development of team members. Management has specific goals developed through these surveys and is encouraged to constantly improve the work environment and team member satisfaction and retention.

None of our employees are represented by any collective bargaining unit or are parties to a collective bargaining agreement.

Environmental Matters

The Company knows that we are responsible for protecting our planet and understands that reducing our business’s carbon footprint is key to a sustainable future. We are committed to measuring and minimizing our collective impact on the environment while contributing to environmental stewardship and responsible business operations. We have embedded environmental sustainability throughout our products, services, operations, and culture to drive efficiencies and responsible resource use while creating comfortable, safe, and healthy workplaces for our stakeholders. We do this by focusing on LED conversions and timely replacement of HVAC systems in our existing buildings and the installation of the most energy efficient alternatives in connection with new construction. Further, we mandate the recycling of shred waste as well as striving to optimize building occupancy to limit the adverse impact of unnecessary expansion. Additionally, we drive reductions in our carbon footprint through the utilization of technology and digital channels, including payments, credit, savings, remittances, online and mobile banking, and imaging systems. We also promote the use of electronic deposit account statements, loan, tax and other notices, and eSign technology, which support efficiency and paper reduction.

We impact the environment through our operations and through the financing of the operations of other companies that could pose risks to the environment. CapStar works hard to ensure that our lending activities do not encourage business activities that could cause irreparable damage to our reputation or the environment. As a result, we try to conduct business responsibly and actively work with stakeholders to best serve our various constituents. In general, we evaluate each credit or transaction on its individual merits, with larger deals receiving more attention and deeper analysis. Our underwriting process regularly looks at governance issues and seeks to incorporate relevant industry risks.

SUPERVISION AND REGULATION

General

Insured banks, their holding companies and their affiliates are extensively regulated under federal and state law. As a result, our growth and earnings performance and that of our subsidiaries may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the TDFI, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”) and the Consumer Financial Protection Bureau (“CFPB”). Furthermore, tax laws administered by the Internal Revenue Service (“IRS”) and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board (“FASB”), securities laws administered by the Securities and Exchange Commission (“SEC”) and state securities authorities, anti-money laundering laws enforced by the U.S. Department of the Treasury and mortgage related rules, including with respect to loan securitizations and servicing by the U.S. Department of Housing and Urban Development and agencies such as Ginnie Mae and Freddie Mac, have an impact on our business. The effect of these statutes, regulations, regulatory policies and rules are significant to our operations and results and those of our bank, and the nature and extent of future legislative, regulatory or other changes affecting financial institutions are impossible to predict with any certainty.

Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of insured banks, their holding companies and affiliates that are intended primarily for the protection of the depositors of banks, rather than their shareholders. These federal and state laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of business, the kinds and amounts of investments banks may make, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, the ability to merge, consolidate and enter into acquisitions with other companies, dealings with insiders and affiliates and the payment of dividends.

This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective primary federal regulators, which results in examination reports and ratings that, while not publicly available, can impact the conduct and growth of their businesses. These examinations consider not only compliance

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with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies.

The following is a summary of the material elements of the supervisory and regulatory framework applicable to us and our bank. It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.

Bank Holding Company Regulation

Since we own all of the capital stock of our bank, we are a bank holding company under the Bank Holding Company Act of 1956, as amended (“BHC Act”). As a result, we are primarily subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the Federal Reserve.

Acquisition of Banks

The BHC Act requires every bank holding company to obtain the Federal Reserve’s prior approval before:

•
acquiring direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the bank holding company will, directly or indirectly, own or control 5% or more of the bank’s voting shares;
•
acquiring all or substantially all of the assets of any bank; or
•
merging or consolidating with any other bank holding company.

Additionally, the BHC Act provides that the Federal Reserve may not approve any of the above transactions if such transaction would result in or tend to create a monopoly or substantially lessen competition or otherwise function as a restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of the community to be served. The Federal Reserve’s consideration of financial resources includes a focus on capital adequacy, which is discussed in the section titled “Item 1. Business—Regulation and Supervision—Capital Adequacy.” The Federal Reserve also considers the effectiveness of the institutions in combating money laundering, including a review of the anti-money laundering program of the acquiring bank holding company and the anti-money laundering compliance records of a bank to be acquired as part of the transaction. Finally, the Federal Reserve takes into consideration the extent to which the proposed transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

Under the BHC Act, if well-capitalized and well-managed, we or any other bank holding company located in Tennessee may purchase a bank located outside of Tennessee without regard to whether such transaction is prohibited under state law. Conversely, a well-capitalized and well-managed bank holding company located outside of Tennessee may purchase a bank located inside Tennessee without regard to whether such transaction is prohibited under state law. In each case, however, state law may place restrictions on the acquisition of a bank that has only been in existence for a limited amount of time or will result in concentrations of deposits exceeding limits specified by statute. For example, Tennessee law currently prohibits a bank holding company from acquiring control of a Tennessee-based financial institution until the target financial institution has been in operation for at least three years.

Change in Bank Control

Subject to various exceptions, the BHC Act and the Change in Bank Control Act, together with related regulations, require Federal Reserve approval prior to any person or company acquiring “control” of a bank holding company. Under a rebuttable presumption established by the Federal Reserve pursuant to the Change in Bank Control Act, the acquisition of 10% or more of a class of voting stock of a bank holding company would constitute acquisition of “control” of the bank holding company if no other person will own, control, or hold the power to vote a greater percentage of that class of voting stock immediately after the transaction or the bank holding company has registered securities under the Exchange Act. In addition, any person or group of persons acting in concert must obtain the approval of the Federal Reserve under the BHC Act before acquiring 25% (or 5% in the case of an acquirer that is already a bank holding company) or more of the outstanding voting stock of a bank holding company, the right to

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control in any manner the election of a majority of the company’s directors, or otherwise obtaining control or a “controlling influence” over the bank holding company.

Permitted Activities

Under the BHC Act, a bank holding company is generally permitted to engage in or acquire direct or indirect control of the voting shares of any company engaged in the following activities:

•
banking or managing or controlling banks; and
•
any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.

Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include:

•
factoring accounts receivable;
•
making, acquiring, brokering or servicing loans and usual related activities in connection with the foregoing;
•
leasing personal or real property under certain conditions;
•
operating a non-bank depository institution, such as a savings association;
•
engaging in trust company functions in a manner authorized by state law;
•
financial and investment advisory activities;
•
discount securities brokerage activities;
•
underwriting and dealing in government obligations and money market instruments;
•
providing specified management consulting and counseling activities;
•
performing selected data processing services and support services;
•
acting as an agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and
•
performing selected insurance underwriting activities.

The Federal Reserve may order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness, or stability of it or any of its bank subsidiaries.

Support of Subsidiary Institutions

The Federal Deposit Insurance Act and Federal Reserve policy require a bank holding company to serve as a source of financial and managerial strength to its bank subsidiaries. As a result of a bank holding company’s source of strength obligation, a bank holding company may be required to provide funds to a bank subsidiary in the form of subordinate capital or other instruments which qualify as capital under bank regulatory rules. Any loans from the holding company to such subsidiary banks likely would be unsecured and subordinated to such bank’s depositors and perhaps to other creditors of the bank.

Repurchase or Redemption of Securities

A bank holding company is generally required to give the Federal Reserve prior written notice of any purchase or redemption of its own then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve order or directive, or any condition imposed by, or written agreement with, the Federal Reserve. The Federal Reserve has adopted an exception to this approval requirement for well-capitalized bank holding companies that meet certain conditions.

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Bank Regulation and Supervision

Our bank is subject to extensive federal and state banking laws and regulations that impose restrictions on and provide for general regulatory oversight of the operations of our bank. These laws and regulations are generally intended to protect the safety and soundness of our bank and our bank’s depositors, rather than our shareholders. The following discussion describes the material elements of the regulatory framework that applies to our bank.

Since our bank is a commercial bank chartered under the laws of the state of Tennessee and is a member of the Federal Reserve System, it is primarily subject to the supervision, examination and reporting requirements of the Federal Reserve and the TDFI. The Federal Reserve and the TDFI regularly examine our bank’s operations and have the authority to approve or disapprove mergers, the establishment of branches and similar corporate actions. Both regulatory agencies have the power to take enforcement action to prevent the development or continuance of unsafe or unsound banking practices or other violations of law. Our bank’s deposits are insured by the FDIC to the maximum extent provided by law. Our bank is also subject to numerous federal and state statutes and regulations that affect its business, activities and operations.

Branching

Under current Tennessee law, our bank may open branch offices throughout Tennessee with the prior approval of, or prior notice to, the TDFI and the Federal Reserve. In addition, with prior regulatory approval, our bank may acquire branches of existing banks located in Tennessee. Under federal law, our bank may establish branch offices with the prior approval of the Federal Reserve. While prior law imposed various limits on the ability of banks to establish new branches in states other than their home state, the Dodd-Frank Act allows a bank to branch into a new state by setting up a new branch if, under the laws of the state in which the branch is to be located, a state bank chartered by that state would be permitted to establish the branch. This makes it much simpler for banks to open de novo branches in other states.

FDIC Insurance and Other Assessments

The Bank pays deposit insurance assessments to the Deposit Insurance Fund, which is determined through a risk-based assessment system. The Bank’s deposit accounts are currently insured by the Deposit Insurance Fund, generally up to a maximum of $250,000 per separately insured depositor. The Bank pays assessments to the FDIC for such deposit insurance. Under the current assessment system, the assessment rate is determined by the risk category assigned to an institution based on the institution’s most recent supervisory and capital evaluations which are designed to measure risk, with riskier institutions paying a higher assessment rate. Under the FDIA, the FDIC may terminate a bank’s deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, agreement or condition imposed by the FDIC.

In addition, all FDIC-insured institutions were required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation, or FICO, a federal government corporation established to recapitalize the predecessor to the Savings Association Insurance Fund. The final FICO assessment collection occurred in March 2019.

Community Reinvestment Act

The Community Reinvestment Act (“CRA”) requires that, in connection with examinations of financial institutions within their respective jurisdictions, the federal banking agencies will evaluate the record of each financial institution in meeting the needs of its local community, including low- and moderate-income neighborhoods. Our bank’s record of performance under the CRA is publicly available. A bank’s CRA performance is also considered in evaluating applications seeking approval for mergers, acquisitions, and new offices or facilities. Failure to adequately meet these criteria could result in additional requirements and limitations being imposed on the bank. Additionally, we must publicly disclose the terms of certain CRA-related agreements. As of December 31, 2021 the Bank had a CRA rating of “Satisfactory.”

Interest Rate Limitations

Interest and other charges collected or contracted for by our bank are subject to applicable state usury laws and federal laws concerning interest rates.

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Federal Laws Applicable to Consumer Credit and Deposit Transactions

Our bank’s loan and deposit operations are subject to a number of federal consumer protection laws, including:

•
the Federal Truth in Lending Act, governing disclosures of credit terms to consumer borrowers;
•
the Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the communities it serves;
•
the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, color, religion, national origin, sex, marital status or certain other prohibited factors in all aspects of credit transactions;
•
the Fair Credit Reporting Act, or FCRA, governing the use and provision of information to credit reporting agencies;
•
the Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by debt collectors;
•
the Service Members Civil Relief Act, governing the repayment terms of, and property rights underlying, secured obligations of persons in military service;
•
the Gramm-Leach-Bliley Act, governing the disclosure and safeguarding of sensitive non-public personal information of our clients;
•
the Right to Financial Privacy Act, imposing a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;
•
the Electronic Funds Transfer Act governing automatic deposits to and withdrawals from deposit accounts and clients’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and
•
the rules and regulations of the CFPB and various federal agencies charged with the responsibility of implementing these federal laws.

Capital Adequacy

Pursuant to the Dodd-Frank Act, under the adopted regulations, the Basel member central bank and federal bank regulators approved the Basel Capital Adequacy Accord, or Basel III. The U.S. Basel III rule’s minimum capital to risk-weighted assets, or RWA, requirements are as follows: (1) a common equity Tier 1 capital ratio of 4.5%, (2) a Tier 1 capital ratio of 6.0%, and (3) a total capital ratio of 8.0%. The minimum leverage ratio (Tier 1 capital to total assets) is 4.0%. The rule also changed the definition of capital, mainly by adopting stricter eligibility criteria for regulatory capital instruments, and new constraints on the inclusion of minority interests, mortgage-servicing assets, deferred tax assets, and certain investments in the capital of unconsolidated financial institutions. In addition, the U.S. Basel III rule requires that most regulatory capital deductions be made from common equity Tier 1 capital.

Under the U.S. Basel III rule, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must maintain a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to RWA. Phase-in of the capital conservation buffer requirements began on January 1, 2016, and the requirements became fully phased in on January 1, 2019. A banking organization maintaining capital levels in excess of the fully phased-in capital conservation buffer of 2.5% would not be subject to limits on capital distributions or discretionary bonus payments; however, a banking organization with a buffer of less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. A banking organization also would be prohibited from making distributions or discretionary bonus payments during any quarter if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter. Effectively, the Basel III framework requires us to meet minimum risk-based capital ratios of (i) 7% for common equity Tier 1 capital, (ii) 8.5% Tier 1 capital, and (iii) 10.5% total capital. The eligible retained income of a banking organization is defined as its net income for the four calendar quarters preceding the current calendar quarter, based on the organization’s quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income. With the capital conservation buffer fully phased in, the minimum capital requirements plus the capital conservation buffer will exceed the prompt corrective action, or PCA, well-capitalized thresholds.

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Generally, banking organizations of our size became subject to the U.S. Basel III rule on January 1, 2015, while the capital conservation buffer and the deductions from common equity Tier 1 capital phased in over time. Failure to meet statutorily mandated capital guidelines or more restrictive ratios separately established for a banking institution could subject the institution to a variety of enforcement remedies available to federal regulatory authorities, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting or renewing brokered deposits, limitations on the rates of interest that the institution may pay on its deposits, and other restrictions on its business.

Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) establishes a system of “prompt corrective action” (“PCA”) to resolve the problems of undercapitalized insured depository institutions. Under this system, the federal banking regulators have established five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) into which all insured depository institutions are placed. The federal banking agencies have specified by regulation the relevant capital thresholds and other qualitative requirements for each of those categories. For an insured depository institution to be “well capitalized” under the PCA framework, it must have a common equity Tier 1 capital ratio of 6.5%, Tier 1 capital ratio of 8.0%, a total capital ratio of 10.0%, and a Tier 1 leverage ratio of 5.0%, and must not be subject to any written agreement, order or capital directive, or prompt corrective action directive issued by its primary federal regulator to meet and maintain a specific capital level for any capital measure. As of December 31, 2021, our bank qualified for the “well capitalized” category.

Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. For example, institutions in all three undercapitalized categories are automatically restricted from paying distributions and management fees, whereas only an institution that is significantly undercapitalized or critically undercapitalized is restricted in its compensation paid to senior executive officers. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized.

An institution that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. A bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to various limitations. The controlling holding company’s obligation to fund a capital restoration plan is limited to the lesser of (i) 5% of an undercapitalized subsidiary’s assets at the time it became undercapitalized and (ii) the amount required to meet regulatory capital requirements. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new markets or product offerings, except under an accepted capital restoration plan or with Federal Reserve approval.

The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.

Liquidity

Financial institutions are subject to significant regulatory scrutiny regarding their liquidity positions. This scrutiny has increased during recent years, as the economic downturn that began in the late 2000s negatively affected the liquidity of many financial institutions. Various bank regulatory publications, including Federal Reserve SR 10-6 (Funding and Liquidity Risk Management) and FDIC Financial Institution Letter FIL-84-2008 (Liquidity Risk Management), address the identification, measurement, monitoring and control of funding and liquidity risk by financial institutions.

Any increased liquidity requirements applied to us or our bank generally would be expected to cause us or our bank to invest assets more conservatively—and therefore at lower yields—than we and our bank otherwise might invest. Such lower-yield investments likely would reduce our revenue stream, and in turn our earnings potential.

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Payment of Dividends

We are a legal entity separate and distinct from our bank. Our principal source of cash flow, including cash flow to pay dividends to our shareholders, is dividends our bank pays to us as our bank’s sole shareholder. Statutory and regulatory limitations apply to our bank’s payment of dividends to us as well as to our payment of dividends to our shareholders. The requirement that a bank holding company must serve as a source of strength to its subsidiary banks also results in the position of the Federal Reserve that a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of its bank subsidiaries or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as a source of strength. Our ability to pay dividends is also subject to the provisions of Tennessee corporate law which prevents payment of dividends if, after giving effect to such payment, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amounts needed to satisfy any preferential rights if we were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, our board of directors must consider our and our bank’s current and prospective capital, liquidity, and other needs.

The TDFI also regulates our bank’s dividend payments. Under Tennessee law, a state-chartered bank may not pay a dividend without prior approval of the Commissioner of the TDFI if the total of all dividends declared by its board of directors in any calendar year will exceed (i) the total of its retained net income for that year, plus (ii) its retained net income for the preceding two years.

Our bank’s payment of dividends may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under FDICIA, a depository institution may not pay any dividends if payment would cause it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements providing that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.

Restrictions on Transactions with Affiliates and Insiders

Our bank is subject to Section 23A of the Federal Reserve Act, which places limits on the amount of the bank’s transactions with its affiliates.

Subject to various exceptions, the total amount of the bank’s transactions with affiliates is limited in amount, as to any one affiliate, to 10% of a bank’s capital and surplus and, as to all affiliates combined, to 20% of a bank’s capital and surplus. In addition to the limitation on the amount of these transactions, transactions with affiliates also must meet specified collateral requirements and safety and soundness requirements. Our bank must also comply with provisions prohibiting the acquisition of low-quality assets from an affiliate.

Our bank is also subject to Section 23B of the Federal Reserve Act, which, among other things, prohibits a bank from engaging in transactions with affiliates, as well as other types of transactions set forth in Section 23B, unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with nonaffiliated companies.

Our bank is also subject to restrictions on extensions of credit to its executive officers, directors, principal shareholders and their related interests. These extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions between the bank and third parties, and (ii) must not involve more than the normal risk of repayment or present other unfavorable features. There are also individual and aggregate limitations on loans to insiders and their related interests. The aggregate amount of insider loans generally cannot exceed the institution’s total unimpaired capital and surplus. Insiders and banks are subject to enforcement actions for knowingly entering into insider loans in violation of applicable restrictions.

Single Borrower Credit Limits

Under Tennessee law, total loans and extensions of credit to a borrower may not exceed 15% of our bank’s capital, surplus and undivided profits. However, such loans may be in excess of that percentage, but not above 25%, if each loan in excess of 15% is first submitted to and approved in advance in writing by the board of directors and a record is kept of such written approval and reported to the board of directors quarterly.

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Commercial Real Estate Concentration

In December 2006, the federal banking regulators issued guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” to address increased concentrations in commercial real estate, or CRE, loans. In addition, in December 2015, the federal banking agencies issued additional guidance entitled “Statement on Prudent Risk Management for Commercial Real Estate Lending.” Together, these guidelines describe the criteria the agencies will use as indicators to identify institutions potentially exposed to CRE concentration risk. An institution that has (i) experienced rapid growth in CRE lending, (ii) notable exposure to a specific type of CRE, (iii) total reported loans for construction, land development, and other land representing 100% or more of the institution’s capital, or (iv) total CRE loans representing 300% or more of the institution’s capital, and the outstanding balance of the institutions CRE portfolio has increased by 50% or more in the prior 36 months, may be identified for further supervisory analysis of the level and nature of its CRE concentration risk. As of December 31, 2021, our bank’s total CRE loans represented 217% of total capital.

Privacy

Financial institutions are required to disclose their policies for collecting and protecting non-public personal information of their clients. Clients generally may prevent financial institutions from sharing non-public personal information with nonaffiliated third parties except under certain circumstances, such as the processing of transactions requested by the consumer or when the financial institution is jointly offering a product or service with a nonaffiliated financial institution. Additionally, financial institutions generally are prohibited from disclosing consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing to consumers.

Consumer Credit Reporting

The Fair Credit Reporting Act (“FCRA”) imposes, among other things:

•
requirements for financial institutions to develop policies and procedures to identify potential identity theft and, upon the request of a consumer, to place a fraud alert in the consumer’s credit file stating that the consumer may be the victim of identity theft or other fraud;
•
requirements for entities that furnish information to consumer reporting agencies to implement procedures and policies regarding the accuracy and integrity of the furnished information and regarding the correction of previously furnished information that is later determined to be inaccurate;
•
requirements for mortgage lenders to disclose credit scores to consumers in certain circumstances; and
•
limitations on the ability of a business that receives consumer information from an affiliate to use that information for marketing purposes.

Anti-Terrorism and Money Laundering Legislation

Our bank is subject to the Bank Secrecy Act and USA Patriot Act. These statutes and related rules and regulations impose requirements and limitations on specified financial transactions and accounts and other relationships intended to guard against money laundering and terrorism financing. Our bank has established an anti-money laundering program pursuant to the Bank Secrecy Act and customer identification program pursuant to the USA Patriot Act. The bank also maintains records of cash purchases of negotiable instruments, files reports of certain cash transactions exceeding $10,000 (daily aggregate amount), and reports suspicious activity that might signify money laundering, tax evasion, or other criminal activities pursuant to the Bank Secrecy Act. Our bank otherwise has implemented policies and procedures to comply with the foregoing requirements.

Overdraft Fees

Federal Reserve Regulation E restricts banks’ abilities to charge overdraft fees. The rule prohibits financial institutions from charging fees for paying overdrafts on ATM and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions.

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The Dodd-Frank Act

As final rules and regulations implementing the Dodd-Frank Act have been adopted, this new law has significantly changed and is significantly changing the bank regulatory framework and affected the lending, deposit, investment, trading and operating activities of banks and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act will depend on the rules and regulations that implement it.

A number of the effects of the Dodd-Frank Act are described or otherwise accounted for in various parts of this “Supervision and Regulation” section. The following items provide a brief description of certain other provisions of the Dodd-Frank Act that may be relevant to us and our bank.

•
The Dodd-Frank Act created the CFPB with broad powers to supervise and enforce consumer financial protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority with respect to enumerated consumer financial protection laws over all banks with more than $10 billion in assets. Institutions with less than $10 billion in assets will continue to be examined for compliance with consumer financial protection laws by their primary federal regulator.
•
The Dodd-Frank Act imposed new requirements regarding the origination and servicing of residential mortgage loans. The law created a variety of new consumer protections, including limitations, subject to exceptions, on the manner by which loan originators may be compensated and an obligation on the part of lenders to verify a borrower’s “ability to repay” a residential mortgage loan. Final rules implementing these latter statutory requirements became effective in 2014.
•
The Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits effective one year after the date of its enactment, thus allowing businesses to have interest-bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on our interest expense.
•
The Dodd-Frank Act addresses many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies. The Dodd-Frank Act (i) requires publicly traded companies to give shareholders a non-binding vote on executive compensation and golden parachute payments; (ii) enhances independence requirements for compensation committee members; (iii) requires national securities exchanges to require listed companies to adopt incentive-based compensation clawback policies for executive officers; (iv) authorizes the SEC to promulgate rules that would allow shareholders to nominate their own candidates using a company’s proxy materials; and (v) directs the federal banking regulators to issue rules prohibiting incentive compensation that encourages inappropriate risks.

As noted above, many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on us. However, we expect compliance with the Dodd-Frank Act and its implementing regulations will result in additional operating and compliance costs that could have a material adverse effect on our business, financial condition and results of operations.

The Volcker Rule

On December 10, 2013, five U.S. financial regulators, including the Federal Reserve, adopted a final rule implementing the “Volcker Rule.” The Volcker Rule was created by Section 619 of the Dodd-Frank Act, which generally prohibits any “banking entity” from engaging in proprietary trading or retaining an ownership interest in, sponsoring, or having certain relationships with covered funds (i.e., hedge funds or private equity funds). In addition, the Volcker Rule requires each regulated entity to establish an internal compliance program that is consistent with the extent to which it engages in activities covered by the Volcker Rule.

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On October 8, 2019, the agencies finalized revisions to the Volcker Rule that, among other things, simplified and streamlined compliance requirements for banking entities that do not have significant trading activities, while banking entities with significant trading activity would become subject to more stringent compliance requirements. Further, the revisions to the Volcker Rule implemented Section 203 of the Economic Growth, Regulatory Relief, and Consumer Protection Act (EGRRCPA), which amended the definition of “banking entity” to exclude certain community banks from the definition of insured depository institution, the general result of which was to exclude such banks and their affiliates and subsidiaries from the scope of the Volcker Rule. Under EGRRCPA, a community bank and its affiliates are generally excluded from the definition of “banking entity” if the bank and all companies that control the bank have total consolidated assets equal to $10 billion or less and trading assets and liabilities equal to five percent or less of total consolidated assets. These revisions became effective on January 1, 2020, with a required compliance date of January 1, 2021.

Limitations on Incentive Compensation

In April 2016, the Federal Reserve and other federal financial agencies re-proposed restrictions on incentive-based compensation pursuant to Section 956 of the Dodd-Frank Act for financial institutions with $1 billion or more in total consolidated assets. For institutions with at least $1 billion but less than $50 billion in total consolidated assets, such as the Company and our bank, the proposal imposes principles-based restrictions that are broadly consistent with existing interagency guidance on incentive-based compensation. Such institutions are prohibited from entering into incentive compensation arrangements that encourage inappropriate risks by the institution (1) by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits, or (2) that could lead to material financial loss to the institution. The proposal also imposes certain governance and recordkeeping requirements on institutions of the Company’s and our bank’s size. The Federal Reserve reserves the authority to impose more stringent requirements on institutions of the Company’s and our bank’s size.

Cybersecurity and Privacy

Cybersecurity is a high-priority item for legislators and regulators at the federal and state levels, as well as internationally. State and federal banking regulators have issued various policy statements and, in some cases, regulations, emphasizing the importance of technology risk management and supervision. Such policy statements and regulations indicate that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. A financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyberattack involving destructive malware. A financial institution is expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyberattack. These requirements, including state regulatory rules such as the detailed and extensive cybersecurity rules issued in 2016 by the New York State Department of Financial Services, may cause us to incur significant additional compliance costs and in some cases may impact our growth prospects. Additionally, if we fail to observe federal or state regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties.

The Company has an Information Technology (IT) Steering Committee comprised of internal managers representing various divisions of the Company. The Committee oversees IT strategic and investment priorities and the Company’s Information Security Program. The Committee regularly reports to the Risk Committee of the Board through distribution of meeting minutes and other presentations and communication, including a comprehensive overview of the Company’s cyber and information security program annually.

In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and store sensitive data. We employ an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. We also employ a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the threat from cyberattacks is severe, as attacks are sophisticated and increasing in volume and complexity, and attackers respond rapidly to changes in defensive measures. Our systems and those of our customers and third-party service providers are under constant threat, and it is possible that we or they could experience a significant event in the future that could adversely affect our business or operations. As cybersecurity 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. Financial expenditures may also be required to meet regulatory changes in the information security and cybersecurity domains. Risks and exposures related to cybersecurity attacks

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are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as the expanding use of internet banking, mobile banking and other technology-based products and services by us and our customers. See “Item 1A. – Risk Factors” in this Annual Report for a further discussion of risks related to cybersecurity.

Federal statutes and regulations, including the Gramm-Leach-Bliley Act (“GLBA”) and the Right to Financial Privacy Act of 1978, limit our ability to disclose non-public information about consumers, customers and employees to nonaffiliated third parties. Specifically, the GLBA requires us to disclose our privacy policies and practices relating to sharing non-public information and enables retail customers to opt out of our ability to share information with unaffiliated third parties under certain circumstances. The GLBA also requires us to implement a comprehensive information security program that includes administrative, technical and physical safeguards to ensure the security and confidentiality of customer records and information and, if applicable state law is more protective of customer privacy than the GLBA, financial institutions, including our bank, will be required to comply with such state law. Other laws and regulations impact our ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. In connection with the regulations governing the privacy of consumer financial information, the federal banking agencies, including the FDIC, have adopted guidelines for establishing information security standards and programs to protect such information.

Proposed or new legislation and regulations may also significantly increase our compliance cost and impede our ability to grow into specific markets. There are a number of proposals that have either recently been adopted or are currently pending before federal, state, and foreign legislative and regulatory bodies. For example, the European Union adopted the General Data Protection Regulation (the “GDPR”), which became effective on May 25, 2018. In addition, California passed the California Consumer Privacy Act of 2018 (the “CCPA”) on June 28, 2018. Both the GDPR and the CCPA impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored. In the event of a data breach, there are mandatory reporting requirements that may hamper the ability to fully assess an incident prior to external reporting. We must maintain awareness of additional legal and regulatory requirements that apply to existing and future subsets of the customer base for protection against legal, reputational, and financial risk due to compliance failures.

AVAILABLE INFORMATION

We file reports with the SEC including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements, as well as any amendments to those reports and statements. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports and statements filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are also accessible at no cost on our website at http://www.ir.capstarbank.com after they are electronically filed with the SEC. Reference to our website does not constitute incorporation by reference of the information contained on the website and should not be considered part of this Report.

We have also posted our Corporate Governance Guidelines, Code of Ethics and Conflicts of Interest Policy for directors, officers and employees, and the charters of our Audit Committee, Risk Committee, Nominating and Corporate Governance Committee, Community Affairs Committee, and Compensation and Human Resources Committee of our board of directors on the Corporate Governance section of our website at www.ir.capstarbank.com. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Corporate Governance Guidelines, Code of Ethics and Conflicts of Interest Policy, or current committee charters on our website. We will also provide a copy of our Corporate Governance Guidelines, Code of Ethics and Conflicts of Interest Policy, and any committee charters without charge upon written request sent to 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations.

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ITEM 1A. RISK FACTORS

We are subject to numerous risks, and the material risks that management believe affect our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations are described below. Many of these risks are beyond our control, though efforts are made to manage those risks while optimizing financial and operational results. You should carefully read and consider the following risks factors. The occurrence of any of the following risks, as well as risks of which we are currently unaware or currently deem immaterial, could materially and adversely affect our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations. As a result, the trading price of shares of our common stock could decline and you could lose all or part of your investment. In addition, the following risks and other information in this Report or incorporated into this Report by reference, including our Consolidated Financial Statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” should be carefully considered before investing in shares of our common stock.

Some statements in the following risk factors constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Report.

Risks Related To Our Business

Our business, financial condition, and results of operations may be adversely affected by global pandemics, including the recent COVID-19 pandemic and future variants.

Our business, financial condition, and results of operations have been and may be adversely affected if the COVID-19 pandemic continues to interfere with the ability of our employees, vendors, customers, financing sources, or others to conduct business or continues to negatively affect consumer confidence or the economy.

In March 2020, the World Health Organization (WHO) characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. The United States declared a national emergency concerning the pandemic, and multiple states and municipalities have declared public health emergencies. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world, including quarantines and “stay-at-home” orders and similar mandates for many individuals to restrict daily activities substantially and for many businesses to curtail or cease normal operations. Although some restrictions have eased in some jurisdictions, there have been increasing rates of COVID-19 infection in regions across the United States and the world in recent months, which have yet to show substantial signs of decline, and some areas are re-imposing closures and other restrictions due to such increasing rates of COVID-19 cases. As a result, the COVID-19 pandemic has significantly affected, and is likely to continue to affect, overall economic conditions in the United States.

Although the Company maintains contingency plans for pandemic outbreaks, a significant increase in COVID-19 cases above current levels could also negatively impact the availability of key personnel necessary to conduct its business activities. Such an increase or outbreak could also negatively impact the business and operations of third-party service providers who perform critical services for the Company. If COVID-19 spreads or the response to contain COVID-19 and its variants is unsuccessful, the Company could experience a material adverse effect to its business, financial condition, and results of operations.

The pandemic is a widespread health crisis that has affected large segments of the global economy, resulting in a rapidly changing market and economic activities. The pandemic and any preventative or protective actions that governments, our customers or suppliers or we may take, in addition to those already in place, with respect to COVID-19 may have a material adverse effect on our business, including business shutdowns or disruptions for an indefinite period of time, or reduced consumer demand. Any additional financial impact cannot be estimated reasonably at this time but may materially affect our business, financial condition, or results of operations. The extent to which COVID-19 continues to affect our results will depend on future developments, including whether there are additional outbreaks, mutations or related strains of the virus in locations where we operate, and the availability of, and prevalence of access to, effective medical treatments and vaccines for COVID-19, which are highly uncertain and cannot be predicted.

We are uncertain of the potential long-term impacts of the pandemic on our business, and the severity, duration, and timing of the business and economic impacts from the continuing, unprecedented public health effort to contain and combat the spread of COVID-19 and its variants, which has previously included, and may in the future include, among other things, significant volatility in financial markets and a sharp decrease in the value of equity securities, including our common stock.

 

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As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions.

Our business and operations, which primarily consist of lending money to clients in the form of loans, borrowing money from clients in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States. If the U.S. economy weakens, our growth and profitability from our lending, deposit and investment operations could be constrained. Uncertainty about the federal fiscal policymaking process, the medium- and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors in the United States. In addition, economic and other conditions in foreign countries could affect the stability of global financial markets, which could hinder United States economic growth. As an example, the continued fallout of the global pandemic has resulted in wide reaching shutdown of certain businesses regions in which we operate. Depending on future developments (including the extent of the virus’s spread, new variants and the measures, such as quarantines and travel restrictions, taken to contain such spread), the outbreak may adversely affect economic conditions in the United States generally and our markets in particular.

Weak economic conditions are characterized by numerous factors; such as deflation, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and commercial loans, residential and commercial real estate price declines and lower home sales and commercial activity. The current economic environment is also characterized by interest rates at near historically low levels, which impacts our ability to attract deposits and to generate attractive earnings through our loan and investment portfolios. All of these factors can individually or in the aggregate be detrimental to our business, and the interplay between these factors can be complex and unpredictable. Adverse economic conditions could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our business and operations are concentrated in our Target Market, and we are more sensitive than our more geographically diversified competitors to adverse changes in the local economy.

Unlike with many of our larger competitors that maintain significant operations located outside our market area, substantially all of our clients are individuals and businesses located and doing business in our Target Market. As of December 31, 2021, approximately 73% of the loans in our loan portfolio (measured by dollar amount) were made to borrowers who live or conduct business in our Target Market. Therefore, our success will depend upon the general economic conditions in this area, which we cannot predict with certainty. As a result, our operations and profitability may be more adversely affected by a local economic downturn in our Target Market than those of larger, more geographically diverse competitors. For example, the Nashville, Tennessee economy is particularly sensitive to changes in the healthcare service, music and entertainment and hospitality and tourism industries, among others. A downturn in these industries or in the local economy generally could make it more difficult for our borrowers to repay their loans and may lead to loan losses that are not offset by operations in other markets; it may also reduce the ability of depositors to make or maintain deposits with us. For these reasons, any regional or local economic downturn that affects our Target market, or existing or prospective borrowers or depositors in our Target Market could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

From time to time, our bank may provide financing to clients who own or have companies or properties located outside our Target Market. In such cases, we would face similar local market risk in those communities for these clients.

Competition from financial institutions and other financial service providers may adversely affect our profitability.

The banking business is highly competitive, and we experience competition in our market from many other financial institutions. We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, internet banks, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other mutual funds, as well as other community banks and super-regional and national financial institutions that operate offices in our service area. These competitors often have far greater resources than we do and are able to conduct more intensive and broader-based promotional efforts to reach both commercial and individual clients. Our competitors may be able to offer more attractive interest rates and other financial terms than we choose or have the capability to offer. Some of our non-bank competitors are not subject to the same extensive regulations we are and, therefore, may have greater flexibility in competing for business.

We compete with these other financial institutions both in attracting deposits and in making loans. In addition, we must attract our client base from other existing financial institutions and from new residents. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of

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consolidation in the financial services industry. Our profitability depends upon our continued ability to successfully compete with an array of financial institutions in our service area.

Our ability to compete successfully will depend on a number of factors, including, among other things:

•
our ability to recruit and retain experienced and talented bankers at competitive compensation levels;
•
our ability to build and maintain long-term client relationships while ensuring high ethical standards and safe and sound banking practices;
•
the scope, relevance and pricing of products and services that we offer;
•
client satisfaction with our products and services;
•
industry and general economic trends; and
•
our ability to keep pace with technological advances and to invest in new technology.

Increased competition could require us to increase the rates that we pay on deposits or lower the rates that we offer on loans, which could reduce our profitability. We derive a substantial majority of our business from our Target Market, which is a highly competitive banking market. Our failure to compete effectively in our market could restrain our growth or cause us to lose market share, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

As a bank that focuses on building comprehensive banking relationships with clients, our reputation is critical to our business, and damage to it could have a material adverse effect on us.

A key differentiating factor for our business is the strong brand we are building in our Target Market. Through our branding, we communicate to the market about our company and the products and services we offer. Maintaining a positive reputation is critical to our attracting and retaining clients and employees. Adverse perceptions of us could make it more difficult for us to execute on our strategy. Harm to our reputation can arise from many sources, including actual or perceived employee misconduct, misconduct by our outsourced service providers or other counterparties, litigation or regulatory actions, our failure to meet our standards of service and quality and compliance failures. Negative publicity regarding us or our bank, whether or not accurate, may damage our reputation, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Credit and Interest Rate Risks

We target small and medium sized businesses as loan clients, who may have greater credit risk than larger borrowers.

We target small and medium sized businesses as loan clients. Because of their size, these borrowers may be less able to withstand competitive, economic or financial pressures than larger borrowers in periods of economic weakness. If loan losses occur at a level where the allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.

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Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.

As a result of our growth over the past several years, as of December 31, 2021, approximately 58% of our loan portfolio had been originated since December 31, 2018, including new originations and renewals. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process referred to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio. Because a large portion of our portfolio is relatively new, the current level of delinquencies and defaults may not represent the level of delinquencies and defaults that could occur as the portfolio becomes more seasoned and may not serve as a reliable basis for predicting the health and nature of our loan portfolio. Our limited experience with these loans does not provide us with a significant payment history pattern with which to judge future collectability. As a result, it may be difficult to predict the future performance of our loan portfolio. If delinquencies and defaults increase, we may be required to increase our allowance for loan losses, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We may not be able to adequately assess and limit our credit risk, which could adversely affect our profitability.

A primary component of our business involves making loans to clients. The business of lending is inherently risky because the principal of or interest on the loan may not be repaid timely or at all or the value of any collateral supporting the loan may be insufficient to cover our outstanding exposure. These risks may be affected by the strength of the borrower’s business sector and local, regional and national market and economic conditions. Our risk management practices, such as monitoring our loan applicants and the concentration of our loans and our credit approval practices, may not adequately assess credit risk, and our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting clients and the quality of the loan portfolio. A failure to effectively assess and limit the credit risk associated with our loan portfolio could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Repayment of our leveraged loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value.

Our leveraged loans are primarily commercial in nature. Frequently, these loans have a secondary source of repayment that is directly correlated with the primary source of repayment. Leveraged borrowers may have a diminished ability to adjust to unexpected events and changes in business conditions because of a higher ratio of liabilities to capital, and in some cases, reliance is placed on enterprise value as a secondary source of repayment. The repayment of leveraged loans depends primarily on the cash flow and credit worthiness of the borrower and on enterprise value as a secondary source of repayment. To mitigate this risk, we give enhanced scrutiny to leveraged loan transactions, assess risk probabilities using benchmarks obtained from external rating agencies, and engage higher levels of senior management and board involvement in the approval and ongoing review of leveraged loan relationships. Highly Levered Transaction (“HLT”) loan balances to customers amounted to $27.1 million, or 1.4% of our total loan portfolio as of December 31, 2021.

Our allowance for loan losses may prove to be insufficient to absorb losses inherent in our loan portfolio.

We maintain an allowance for loan losses that represents management’s best estimate of the loan losses and risks inherent in our loan portfolio. The level of the allowance reflects management’s continuing evaluation of concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses is highly subjective and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes in a relatively short time period. Inaccurate management assumptions, continuing deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require us to increase our allowance for loan losses. In addition, our regulators, as an integral part of their examination process, periodically review our loan portfolio and the adequacy of our allowance for loan losses and may require adjustments based upon judgments that are different than those of management. Further, if actual charge-offs in future periods exceed the amounts allocated to the allowance for loan losses, we may need to increase our provision for loan losses to restore the adequacy of our allowance for such losses. If we are required to materially increase our level of allowance for loan losses for any reason, our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations could be materially and adversely affected.

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Our commercial real estate loan portfolio exposes us to credit risks that may be greater than the risks related to other types of loans.

Our loan portfolio includes non-owner-occupied commercial real estate loans, or CRE loans, to individuals and businesses for various purposes, which are secured by commercial properties, as well as construction and land development loans. CRE loans typically involve repayment dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service. Weak economic conditions or other market factors can result in increased vacancy rates for retail, office and industrial property. The availability of such income for repayment may be adversely affected by changes in the economy or local market conditions. These loans expose us to greater credit risk than loans secured by other types of collateral because the collateral securing these loans is typically more difficult to liquidate under adverse conditions. Additionally, non-owner-occupied CRE loans generally involve relatively large balances to single borrowers or related groups of borrowers. Unexpected deterioration in the credit quality of our non-owner-occupied CRE loan portfolio could require us to increase our allowance for loan losses, which would reduce our profitability and could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations. We mitigate these risks both in our selection criteria for borrowers and project sponsors and in our general practice of requiring cash equity contributions substantially in excess of Supervisory Loan to Value limits as set forth in Appendix A of Part 365 – Interagency Guidelines for Real Estate Lending Policies.

A prolonged downturn in the real estate market could result in losses and adversely affect our profitability.

As of December 31, 2021, approximately 31% of our loan portfolio was composed of non-owner occupied commercial real estate loans, 11% of owner occupied commercial real estate loans, 17% consumer real estate loans, and 11% construction and land development loans. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. A decline in real estate values could further impair the value of our collateral and our ability to sell the collateral upon any foreclosure, which would likely require us to increase our allowance for loan losses. In the event of a default with respect to any of these loans, the amounts we receive upon sale of the collateral may be insufficient to recover the outstanding principal and interest on the loan. If we are required to re-value the collateral securing a loan to satisfy the debt during a period of reduced real estate values or to increase our allowance for loan losses, our profitability could be adversely affected, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability.

The federal banking agencies have indicated their view that banks with high concentrations of loans secured by commercial real estate are subject to increased risk and should implement robust risk management policies and maintain higher capital than regulatory minimums to maintain an appropriate cushion against loss that is commensurate with the perceived risk. Guidance from the Federal banking agencies identify institutions potentially exposed to CRE concentration risk as those that have (i) experienced rapid growth in CRE lending, (ii) notable exposure to a specific type of CRE, (iii) total reported loans for construction, land development and other land loans representing 100% or more of the institution’s capital, or (iv) total CRE loans representing 300% or more of the institution’s capital if the outstanding balance of the institution’s CRE loan portfolio has increased 50% or more during the prior 36 months. Because a significant portion of our loan portfolio is dependent on commercial real estate, a change in the regulatory capital requirements applicable to us or a decline in our regulatory capital could limit our ability to leverage our capital as a result of these policies, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We engage in lending secured by real estate and may be forced to foreclose on the collateral and own the underlying real estate, subjecting us to the costs and potential risks associated with the ownership of the real property.

Since we originate loans secured by real estate, we may have to foreclose on the collateral property to protect our investment and may thereafter own and operate such property, in which case we would be exposed to the risks inherent in the ownership of real estate. The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including, but not limited to:

•
general or local economic conditions;
•
environmental cleanup liability;
•
neighborhood assessments;

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•
interest rates;
•
real estate tax rates;
•
operating expenses of the mortgaged properties;
•
supply of and demand for rental units or properties;
•
ability to obtain and maintain adequate occupancy of the properties;
•
zoning laws;
•
governmental and regulatory rules;
•
fiscal policies; and
•
natural disasters.

Our inability to manage the amount of costs or size of the risks associated with the ownership of real estate, or write-downs in the value of other real estate owned, could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to risks associated with home equity products where we are in a second lien position that could materially adversely affect our performance.

Risks associated with home equity products where we are in a second lien position could materially adversely affect our performance. Home equity products, particularly those where we are in a second lien position, and particularly those in certain geographic areas, may carry a higher risk of non-collection than other loans. Home equity lending includes both home equity loans and lines of credit. Of our $155.6 million home equity portfolio at December 31, 2021, approximately $151.4 million were home equity lines of credit and $4.2 million were closed-end home equity loans (primarily originated as amortizing loans). This type of lending, which is secured by a first or second mortgage on the borrower's residence, allows customers to borrow against the equity in their home. Real estate market values at the time of origination directly affect the amount of credit extended, and, in addition, past and future changes in these values impact the depth of potential losses. Second lien position lending carries higher credit risk because any decrease in real estate pricing may result in the value of the collateral being insufficient to cover the second lien after the first lien position has been satisfied. As of December 31, 2021, approximately $84.5 million of our home equity lines and loans were in a second lien position.

We have several large depositor relationships, the loss of which could force us to fund our business through more expensive and less stable sources.

As of December 31, 2021, our ten largest non-brokered depositors accounted for approximately 15% of our total deposits. Withdrawals of deposits by any one of our largest depositors could force us to rely more heavily on borrowings and other sources of funding for our business and withdrawal demands, adversely affecting our net interest margin and results of operations. We may also be forced, as a result of any withdrawal of deposits, to rely more heavily on other, potentially more expensive and less stable funding sources. Consequently, the occurrence of any of these events could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Correspondent banking introduces unique risks, which could affect our liquidity.

Although correspondent banking provides diversification of our funding base, it introduces a unique set of risks. Increases in the federal funds rate could create liquidity issues within the bank as it competes with the interest on reserves rate paid by the Federal Reserve Bank. Additionally, strong industry-wide loan demand could also create liquidity issues as excess balances held at CapStar Bank by our correspondent banks would presumably be redeployed by those banks into new loans. Further, capital inadequacy or asset quality issues at other institutions could result in increased risk to us due to the potential for large deposit withdrawals. If any of the foregoing were to occur, our liquidity could be materially and adversely affected.

Liquidity risk could impair our ability to fund operations and meet our obligations as they become due, and our funding sources may be insufficient to fund our future growth.

Liquidity is essential to our business. Liquidity risk is the potential that we will be unable to meet our obligations as they come due because of an inability to liquidate assets or obtain adequate funding. An inability to raise funds, at competitive rates or at all, through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. In particular, approximately 86% of our bank’s deposits as of December 31, 2021

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were checking accounts and other liquid deposits, which are payable on demand or upon several days’ notice, while by comparison, 63% of the assets of our bank were loans at December 31, 2021, which cannot be called or sold in the same time frame. Our access to funding sources in amounts adequate to finance our activities or on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general.

Factors that could negatively impact our access to liquidity sources include a decrease of our business activity as a result of a downturn in the markets in which our loans are concentrated, adverse regulatory action against us, or our inability to attract and retain deposits. Market conditions or other events could also negatively affect the level or cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations and fund asset growth and new business transactions at a reasonable cost, in a timely manner and without adverse consequences. For example, we rely on deposits, federal funds purchased and advances from the Federal Home Loan Bank of Cincinnati (“FHLB”) to fund our operations. 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, among other things, our financial condition, the financial condition of the FHLB or market conditions were to change. In such a circumstance, we may seek additional borrowings to achieve our long-term business objectives; however, they may not be available to us on favorable terms or at all.

Additionally, whole loan sale agreements may require us to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach representations or warranties to purchasers, guarantors and insurers, including government-sponsored entities, about the mortgage loans and the manner in which they were originated. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan. 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.

Any substantial, unexpected or prolonged change in the level or cost of liquidity could have a material adverse effect on our ability to meet deposit withdrawals and other client needs, which could have a material adverse effect on our asset growth, new business transactions, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to interest rate risk, which could adversely affect our profits.

Our profits, like that of most financial institutions, depends to a large extent on our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and investment securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowings. Our interest rate sensitivity profile was asset sensitive as of December 31, 2021, meaning that our net interest income would increase from rising interest rates and decline in response due to falling interest rates. However, many assumptions are used to model the impact of interest rate fluctuations on our net interest income. Due to the inherent use of these estimates and assumptions, our models may not be an accurate indicator of how our interest income will be affected by changes in interest rates.

Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings but could also affect our ability to originate loans and obtain deposits, the fair value of our financial assets and liabilities, and the average duration of our assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.

In addition, an increase in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also necessitate further increases to the allowance for loan losses which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

The fair value of our investment securities could fluctuate because of factors outside of our control, which could have a material adverse effect on us.

Factors beyond our control could significantly affect the fair value of our investment securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, changes in market interest rates and instability in the capital markets. Any of these factors,

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among others, could cause other-than-temporary impairments, or OTTI, and realized and/or unrealized losses in future periods and declines in earnings and/or other comprehensive income (loss), which could materially and adversely affect our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations. The process for determining whether impairment of a security is OTTI usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer, any collateral underlying the security as well as the Company’s intent and ability to hold the security for a sufficient period of time to allow for any anticipated recovery in fair value in order to assess the probability of receiving all contractual principal and interest payments on the security. Our failure to assess any impairments or losses with respect to our securities could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Changes in monetary policy and government responses to adverse economic conditions such as inflation and deflation may have an adverse effect on our business, financial condition and results of operations.

Our financial condition and results of operations are affected by credit policies of monetary authorities, particularly the Board of Governors of the Federal Reserve System. Actions by monetary and fiscal authorities, including the Federal Reserve, could lead to inflation, deflation, or other economic phenomena that could adversely affect our financial performance. The primary impact of inflation on our operations most likely will be reflected in increased operating costs. Conversely, deflation generally will tend to erode collateral values and diminish loan quality.

Strategic Risks

Our business strategy includes the continuation of our growth plans, and we could be negatively affected if we fail to grow or fail to manage our growth effectively.

We intend to continue pursuing our growth strategy for our business through organic growth of our loan and deposit portfolio as well as through strategic acquisitions. Our prospects must be considered in light of the risks, expenses and difficulties that can be encountered by financial service companies in rapid growth stages, which include the risks associated with the following:

•
maintaining loan quality;
•
maintaining adequate management personnel and information systems to oversee such growth;
•
maintaining adequate control and compliance functions;
•
obtaining regulatory approvals with respect to acquisitions;
•
entry into new markets, industries, and product areas; and
•
the costs associated with identifying and pursuing strategic transactions; and
•
securing capital and liquidity needed to support anticipated growth.

We may not be able to expand our presence in our existing market or new markets. Our ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business opportunities, the competitive responses from other financial institutions in our market areas, the availability of capital to fund growth opportunities and our ability to manage our growth. Failure to manage our growth effectively could adversely affect our ability to successfully implement our business strategy, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our bank’s size presents multiple challenges that may restrict our growth and prevent us from effectively implementing our business strategy, such as our regulatory and internal lending limits and our ability to effectively leverage our infrastructure to implement our business strategy.

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We are limited in the amount our bank can loan in the aggregate to a single borrower or related borrowers by the amount of the bank’s capital. CapStar Bank is a Tennessee-chartered bank and therefore is subject to the legal lending limits of the state of Tennessee and federal law. Tennessee and federal legal lending limits are safety and soundness measures 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. They are also intended to safeguard a bank’s depositors by diversifying the risk of loan losses among a relatively large number of credit-worthy borrowers engaged in various types of businesses. Under Tennessee law, total loans and extensions of credit to a borrower generally may not exceed 15% of our bank’s capital, surplus and undivided profits. However, such loans may be in excess of that percentage, but not above 25%, if each loan in excess of 15% is first submitted to and approved in advance in writing by the board of directors and a record is kept of such written approval and reported to the board of directors quarterly. We have also established an internal limit on loans to one borrower to be between $10 million and $25 million, depending upon the underlying risk rating of the borrower. Loans in excess of our internal limit are noted as a policy exception and require approval by the Bank's Executive Committee. Based upon our bank’s current capital levels, the amount it may lend is significantly less than that of many of our larger competitors and may discourage potential borrowers who have credit needs in excess of the bank’s lending limit from doing business with us. Our bank accommodates larger loans by selling participations in those loans to other financial institutions, but this strategy may not always be available. 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 assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our growth strategy involves strategic acquisitions, and we may not be able to overcome risks associated with such transactions.

We plan to continue to explore opportunities to acquire other financial institutions and businesses in or around our existing Target Market or in comparable markets or that would provide scale, low cost of funds, non-interest income or products that are additive to our existing products and services. Our acquisition activities could be material to our business and involve a number of risks, including the following:

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the need to raise new capital;
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the time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our management’s attention being diverted from the operation of our existing business;
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the lack of history among our management team in working together on acquisitions and related integration activities;
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the time, expense, difficulty, and uncertainty of integrating the operations and personnel of the combined businesses;
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an inability to realize expected synergies or returns on investment;
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failure to discover the existence of liabilities during the due diligence process;
•
exposure to unknown or contingent liabilities for which we may not be indemnified;
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potential disruption of our ongoing banking business; and
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a loss of key employees or key clients following an acquisition.

We may not be successful in overcoming these risks or any other problems encountered in connection with potential acquisitions. In addition, we may not be successful in identifying prospective transactions, making it difficult to implement our growth strategy. Our inability to overcome these risks could have an adverse effect on our ability to implement our business strategy and enhance shareholder value, which, in turn, could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our continued pace of growth may require us to raise additional capital in the future to fund such growth, and the unavailability of additional capital on terms acceptable to us could adversely affect us or our growth.

We believe that we have sufficient capital to meet our capital needs for our immediate growth plans. However, we will continue to need capital to support our longer-term growth plans. If capital is not available on favorable terms when we need it, we may have to either issue common stock or other securities on less than desirable terms or reduce

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our rate of growth until market conditions become more favorable. Either of such events could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Operational Risks

Deterioration in the fiscal position of the U.S. federal government and downgrades in the U.S. Department of the Treasury and federal agency securities could adversely affect us and our banking operations.

The long-term outlook for the fiscal position of the U.S. federal government is uncertain, as illustrated by the 2011 downgrade by certain rating agencies of the credit rating of the U.S. government and federal agencies.

However, in addition to causing economic and financial market disruptions, any future downgrade, failure to raise the U.S. statutory debt limit, or deterioration in the fiscal outlook of the U.S. federal government, could, among other things, materially adversely affect the market value of the U.S. and other government and governmental agency securities that we hold, the availability of those securities as collateral for borrowing, and our ability to access capital markets on favorable terms. In particular, such events could increase interest rates and disrupt payment systems, money markets, and long-term or short-term fixed income markets, adversely affecting the cost and availability of funding, which could negatively affect our profitability. Also, the adverse consequences of any downgrade could extend to those to whom we extend credit and could adversely affect their ability to repay their loans. Any of these developments could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to losses resulting from fraudulent and negligent acts on the part of loan applicants, our borrowers, other third parties, and our employees.

When we originate loans, we rely heavily upon information supplied by third parties, including the information contained in the loan application, property appraisal, title information and employment and income documentation. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the fair value of the loan may be significantly lower than expected. Whether a misrepresentation is made by the loan applicant, the borrower, another third party or one of our employees, we generally bear the risk of loss associated with the misrepresentation. The persons and entities involved in such a misrepresentation are often difficult to locate, and we are often unable to collect any monetary losses that we have suffered from them.

We may bear costs associated with the proliferation of computer theft and cyber-crime.

We necessarily collect, use and hold sensitive data concerning individuals and businesses with whom we have a banking relationship. Threats to data security, including unauthorized access and cyber-attacks, rapidly emerge and change, exposing us to additional costs for protection or remediation and competing time constraints to secure our data in accordance with client expectations and statutory and regulatory requirements. Although we actively invest in the security of our technological infrastructure, it is not feasible to defend against every risk posed by rapid technological development and the increasing sophistication of cyber criminals. Patching and other measures to protect existing systems and servers could be inadequate, especially on systems that are being retired. Controls employed by our information technology department and third-party vendors could prove inadequate. We could also experience a breach by intentional or negligent conduct on the part of our employees or other internal sources, software bugs or other technical malfunctions, or other causes. As a result of any of these threats, our client accounts may become vulnerable to account takeover schemes or cyber-fraud. Our systems and those of our third-party vendors may also become vulnerable to damage or disruption due to circumstances beyond our or their control, such as from network failures, viruses and malware, power anomalies or outages, natural disasters and catastrophic events.

A breach of our security or the security of our third-party vendors that results in unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations as well as to data loss, litigation, damages, fines and penalties, client notification requirements, significant increases in compliance costs, and reputational damage, any of which could individually or in the aggregate have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

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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, liquidity, capital, financial performance, asset/liability, operational, compliance and regulatory, Community Reinvestment Act, or CRA, strategic and reputational, information technology and legal. 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, including if our management fails to follow our credit policies and procedures, and thus, it may not adequately mitigate any risk or loss to us. If our framework is not effective, we could suffer unexpected losses and our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations could be materially and adversely affected. We may also be subject to potentially adverse regulatory consequences.

We depend on our information technology and telecommunications systems, and any systems failures or interruptions could adversely affect our operations and financial condition.

We rely heavily on communications and information systems to conduct our business. Any failure or interruption in the operation of these systems could impair or prevent the effective operation of our client relationship management, general ledger, deposit, lending or other functions. While we have policies and procedures designed to prevent or limit the effect of a failure or interruption in the operation of our information systems, there can be no assurance that any such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures or interruptions impacting our information systems could damage our reputation, result in a loss of clients, and expose us to additional regulatory scrutiny, civil litigation, and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

We are dependent upon outside third parties for the processing and handling of our records and data.

We rely on software developed by third-party vendors to process various transactions. In some cases, we have contracted with third parties to run their proprietary software on our behalf. These systems include, but are not limited to, general ledger, payroll, employee benefits, loan and deposit processing, and securities portfolio accounting. For example, one vendor provides our core banking system through a service bureau arrangement. While we perform a review of controls instituted by the applicable vendors over these programs in accordance with industry standards and perform our own testing of user controls, we rely on the continued maintenance of controls by these third-party vendors, including safeguards over the security of client data. We may incur a temporary disruption in our ability to conduct business or process transactions, or incur damage to our reputation, if the third-party vendor fails to adequately maintain internal controls or institute necessary changes to systems. We may need to switch third-party service providers from time-to-time, which could result in disruption to our business processes, damage to our reputation and a breach of our data security measures. Such a disruption or breach of security may have a material adverse effect on our business. In addition, we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all.

We encounter technological change continually and have fewer resources than certain of our competitors to invest in technological improvements.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. In addition to serving clients better, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our success will depend in part on our ability to address our clients’ needs by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. Certain of our competitors have substantially greater resources to invest in technological improvements than us, and in the future, we may not be able to implement new technology-driven products and services timely, effectively or at all or be successful in marketing these products and services to our clients. As these technologies are improved in the future, we may, in order to remain competitive, be required to make significant capital expenditures, which may increase our overall expenses and have a material adverse effect on our net income. There is also no guarantee that any such investment in these products and services will create additional efficiencies in our operations.

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

Our ability to engage in routine funding transactions could be adversely affected by the actions and soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, and other institutional clients. Defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, have led to market-wide liquidity problems in the past and could lead to losses or defaults by us or by other institutions in the future. These losses or defaults could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to environmental liability risk associated with our lending activities.

In the course of our business, we may purchase real estate, or we may foreclose on and take title to real estate. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Any significant environmental liabilities could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our Target Market is susceptible to floods, tornados and other natural disasters, adverse weather events, nuclear fallout from nuclear plants in East Tennessee and acts of God, which may adversely affect our business and operations.

Substantially all of our business and operations are located in our Target Market, which is an area that has recently been damaged by floods and tornadoes and that is susceptible to other natural disasters, adverse weather events, nuclear fallout from nuclear plants in East Tennessee and acts of God. Natural disasters, adverse weather events and acts of God can disrupt our operations, cause widespread property damage, and severely depress the local economies in which we operate. Any economic decline as a result of natural disasters, adverse weather events or acts of God can reduce the demand for loans and our other client solutions as well as client ability to repay such loans. In addition, the rates of delinquencies, foreclosures, bankruptcies and losses on loan portfolios may increase substantially, as uninsured property losses or sustained job interruption or loss may materially impair the ability of borrowers to repay their loans. Moreover, the value of real estate or other collateral that secures the loans could be materially and adversely affected by natural disasters, adverse weather events or acts of God. Therefore, natural disasters, adverse weather events or acts of God could result in decreased revenue and loan losses that have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Climate change and societal responses to climate change could adversely affect our business and results of operations, including indirectly through impact to our customers.

The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment. As a result, political and social attention to the issue of climate change has increased. In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions. The United States Congress, state legislatures and federal and state regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change. These agreements and measures may result in the imposition of taxes and fees, the required purchase of emission credits and the implementation of significant operational changes, each of which may require businesses to expend significant capital and incur compliance, operating, maintenance and remediation costs. Consumers and businesses also may change their behavior on their own as a result of these concerns. It is not possible to predict how climate change may impact our financial condition and operations; however, we operate in areas where our business and the activities of our customers could be impacted by the effects of climate change. The effects of climate change may include increased frequency or severity of weather-related events, such as severe storms, hurricanes, flooding and droughts and rising sea levels. These effects can disrupt business operations, damage property, devalue assets and change customer and business preferences, which may adversely affect borrowers, increase credit risk and reduce demand for our products and services. The Company and our customers

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will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. As a result, the Company and our customers may face cost increases, asset value reductions, operating process changes and the like. The impact to our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans.

By engaging in derivative transactions, we are exposed to additional credit and market risk.

We use interest rate swaps to help manage our interest rate risk from recorded financial assets and liabilities when they can be demonstrated to effectively hedge a designated asset or liability and the asset or liability exposes us to interest rate risk. Hedging interest rate risk is a complex process, requiring sophisticated models and routine monitoring, and is not a perfect science. As a result of interest rate fluctuations, hedged assets and liabilities will appreciate or depreciate in market value. The effect of this unrealized appreciation or depreciation will generally be offset by income or loss on the derivative instruments that are linked to the hedged assets and liabilities. We also have derivatives that result from a service we provide to certain qualifying clients approved through our credit process, and therefore, are not used to manage interest rate risk in our assets or liabilities. By engaging in derivative transactions, we are exposed to credit and market risk. If the counterparty fails to perform, credit risk exists to the extent of the uncollateralized fair value gain in the derivative. Market risk exists to the extent that interest rate changes cause the value of our derivatives to decline – though to the extent the derivatives are effective hedges, changes in the value of derivative derivatives could be largely offset by changes in the fair value of the hedged item. The existence of credit and market risk associated with our derivative instruments could adversely affect our net interest income and, therefore, could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.

Many aspects of our business involve substantial risk of legal liability. From time to time, we are, or may become, the subject of lawsuits and related legal proceedings, governmental and self-regulatory agency information-gathering requests, reviews, investigations and proceedings and other forms of regulatory inquiry, including by bank regulatory agencies, the Securities and Exchange Commission, or SEC, and law enforcement authorities. The results of such proceedings could lead to significant civil or criminal penalties, including monetary penalties, damages, adverse judgments, settlements, fines, injunctions, restrictions on the way in which we conduct our business, or reputational harm.

Although we establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, we may not have accruals for all legal proceedings where we face a risk of loss. In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, amounts accrued may not represent the ultimate loss to us from the legal proceedings or government or other inquiries. Thus, our ultimate losses may be higher, and possibly materially so, than the amounts accrued for legal loss contingencies, which could adversely affect our financial condition and results of operations.

Our internal controls over financial reporting may not be effective, and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on our system of internal control. Our 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 GAAP. As a public company, we are required to comply with the Sarbanes-Oxley Act and other rules that govern public companies. In particular, we are required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal control over financial reporting. In addition, our independent registered public accounting firm is required to report on the effectiveness of our internal control over financial reporting.

If we identify material weaknesses in our internal control over financial reporting in the future, if we cannot comply with the requirements of the Sarbanes-Oxley Act in a timely manner or attest that our internal control over financial

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reporting is effective, or if our independent registered public accounting firm cannot express an opinion as to the effectiveness of our internal control over financial reporting when required, we may not be able to report our financial results accurately and timely. As a result, investors, counterparties and customers may lose confidence in the accuracy and completeness of our financial reports; our liquidity, access to capital markets and perceptions of our creditworthiness could be adversely affected; and the market price of our common stock could decline. In addition, we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, the Federal Reserve, the FDIC, or other regulatory authorities, which could require additional financial and management resources. These events could have an adverse effect on our business, financial condition and results of operations. In addition, we may be required to incur costs in improving our internal control system and hiring additional personnel. Any such action could negatively affect our results of operations and cash flows.

Uncertainties in the interpretation and application of the Tax Reform Act could materially affect our tax obligations and effective tax rate.

The Tax Reform Act significantly changes how corporations in the United States are taxed. The Tax Reform Act requires complex computations to be performed that were not previously required by U.S. tax law, significant judgments to be made in interpretation of the provisions of the Tax Reform Act and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the Tax Reform Act will be applied or otherwise administered that is different from our interpretation. As a result, we have recorded a provisional estimate on the effect of the Tax Reform Act on our deferred tax assets in our financial statements. As additional regulatory guidance is issued by the applicable taxing authorities, as accounting treatment is clarified, as we perform additional analysis on the application of the Tax Reform Act, and as we refine estimates in calculating the effect, our final analysis, which will be recorded in the period completed, may be different from our current provisional amounts, which could materially affect our tax obligations and effective tax rate. The impact of the Tax Reform Act on our shareholders is uncertain and could be adverse. This Report does not discuss the manner in which the Tax Reform Act might affect our shareholders. Accordingly, we encourage our shareholders to consult with their own legal and tax advisors with respect to the Tax Reform Act and the potential tax consequences of investing in our common stock.

We may be adversely impacted by the transition from LIBOR as a reference rate.

In 2017, the United Kingdom’s Financial Conduct Authority (“FCA”) announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (“LIBOR”). This announcement indicated that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.

On March 5, 2021, the FCA confirmed that the publication of most LIBOR term rates will end on June 30, 2023 (excluding one-week U.S. LIBOR and two-month U.S. LIBOR, the publication of which ended on December 31, 2021). The Alternative Reference Rates Committee (ARRC), a committee of U.S. financial market participants, has identified the Secured Overnight Financing Rate (SOFR) as the reference rate that represents best practice as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. However, there are conceptual and technical differences between LIBOR and SOFR. The federal banking agencies have encouraged banking organizations to cease entering into new contracts that use U.S. LIBOR as a reference rate by no later than December 31, 2021, and to ensure existing contracts have robust fallback language that includes a clearly defined alternative reference rate. Market participants are currently working on industry-wide and company-specific transition plans as it relates to outstanding derivatives and cash markets indexed to LIBOR. While the benchmark provider for U.S. LIBOR (which was typically the benchmark that the Company used) intends to provide the benchmark for some tenors of U.S. LIBOR through June 2023, as of January, 2022 we no longer originate or renew instruments linked to LIBOR, instead offering indices such as prime or SOFR.

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We have a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR, though the majority are scheduled to mature prior to the June 30, 2023 expected date for cessation of most LIBOR tenors. The transition from LIBOR has resulted in and could continue to result in added costs and employee efforts and could present additional risk. Since alternative reference rates are calculated differently than LIBOR, payments under contracts referencing new alternative reference rates will differ from those referencing LIBOR. The transition has changed and will continue to change our market risk profiles, requiring changes to risk and pricing models, valuation tools, product design and hedging strategies. We cannot predict what the ultimate impact of the transition from LIBOR will be; however, failure to adequately manage the transition could have an adverse effect on our business, results of operations and reputation with our customers.

Changes in U.S. trade policies and other factors beyond our Company’s control, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition and results of operations.

There have been changes and discussions with respect to U.S. trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs by such countries. Tariffs and retaliatory tariffs have been imposed, and additional tariffs and retaliation tariffs have been proposed. Such tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export, including among others, agricultural products, could cause the prices of our customers’ products to increase which could reduce demand for such products, or reduce our customer margins, and adversely impact their revenues, financial results and ability to service debt; which, in turn, could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially and adversely impacted in the future. It remains unclear what the U.S. Administration or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs that may be imposed, or international trade agreements and policies. A trade war or other governmental action related to tariffs or international trade agreements or policies has the potential to negatively impact ours and/or our customers' costs, demand for our customers' products, and/or the U.S. economy or certain sectors thereof and, thus, adversely impact our business, financial condition and results of operations.

Regulatory and Compliance Risks

We are subject to extensive regulation that could limit or restrict our business activities and impose financial requirements, such as minimum capital requirements, and could have a material adverse effect on our profitability.

We operate in a highly regulated industry and are subject to examination, supervision and comprehensive regulation by various federal and state agencies including the Federal Reserve and the TDFI. Regulatory compliance is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, transactions with affiliates, treatment of our clients, and interest rates paid on deposits. We are also subject to financial requirements prescribed by our regulators such as minimum capitalization guidelines, which require us to maintain adequate capital to support our growth. Violations of various laws, even if unintentional, may result in significant fines or other penalties, including restrictions on branching or bank acquisitions and other activities. Recently, banks generally have faced increased regulatory sanctions and scrutiny particularly with respect to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, or USA Patriot Act, and other statutes relating to anti-money laundering compliance and client privacy. Recent legislation has substantially changed, and increased, federal regulation of financial institutions, and there may be significant future legislation (and regulations under existing legislation) that could have a further material effect on bank holding companies like us and banks like CapStar Bank.

The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effects of these changes on our business and profitability. Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely affect our ability to operate profitably.

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Federal and state regulators periodically examine our business and may require us to remediate adverse examination findings or may take enforcement action against us.

The Federal Reserve and the TDFI periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, the Federal Reserve or the TDFI were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions include the power to require us to remediate any such adverse examination findings.

In addition, these agencies have the power to take enforcement action against us to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation of law or regulation or unsafe or unsound practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to direct the sale of subsidiaries or other assets, to limit dividends and distributions, to restrict our growth, to assess civil monetary penalties against us or 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 us into receivership or conservatorship. Any regulatory enforcement action against us could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to numerous fair lending laws designed to protect consumers and failure to comply with these laws could lead to a wide variety of sanctions.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations prohibit discriminatory lending practices by financial institutions. The U.S. Department of Justice, federal banking agencies, and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s compliance with fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on product offerings. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We 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, the USA Patriot Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and to file reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. The federal banking agencies and Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement efforts against banks and other financial service providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service, or IRS. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control, or OFAC. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the requirement to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these circumstances could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Financial reform legislation has, among other things, tightened capital standards, created the Consumer Financial Protection Bureau and resulted in new regulations that are likely to increase our costs of operations.

As final rules and regulations implementing the Dodd-Frank Act have been adopted, this law has significantly changed the current bank regulatory framework and affected the lending, deposit, investment, trading and operating activities of banks and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act depends on the rules and regulations that implement it.

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Among many other changes, the Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits effective one year after the date of its enactment, thus allowing businesses to have interest-bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on our interest expense. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor. The Dodd-Frank Act also directs the federal banking regulators to issue rules prohibiting incentive compensation that encourages inappropriate risks.

The Dodd-Frank Act created the Consumer Financial Protection Bureau, or the CFPB, with broad powers to supervise and enforce consumer financial protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks, including the authority to prohibit “unfair, deceptive or abusive” acts and practices.

As noted above, many aspects of the Dodd-Frank Act are subject to rulemaking and take effect over several years, making it difficult to anticipate the overall financial impact on us. However, compliance with the Dodd-Frank Act and its implementing regulations will result in additional operating and compliance costs that could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are required to act as a source of financial and managerial strength for our bank in times of stress.

Under federal law and long-standing Federal Reserve policy, we are expected to act as a source of financial and managerial strength to our bank, and to commit resources to support our bank if necessary. We may be required to commit additional resources to our bank at times when we may not be in a financial position to provide such resources or when it may not be in our, or our shareholders’ or creditors,’ best interests to do so. A requirement to provide such support is more likely during times of financial stress for us and our bank, which may make any capital we are required to raise to provide such support more expensive than it might otherwise be. In addition, any capital loans we make to our bank are subordinate in right of repayment to deposit liabilities of our bank. In the event of our bankruptcy, any commitment by us to a federal banking regulator to maintain the capital of our bank will be assumed by the bankruptcy trustee and entitled to priority of payment over general unsecured creditor claims.

Our FDIC deposit insurance premiums and assessments may increase.

The deposits of our bank are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC deposit insurance assessments as determined according to the calculation described in “Supervision and Regulation—Bank Regulation and Supervision—FDIC Insurance and Other Assessments.” High levels of bank failures since the financial crisis and increases in the statutory deposit insurance limits have increased resolution costs to the FDIC and put significant pressure on the Deposit Insurance Fund. In order to maintain a strong funding position and restore the reserve ratios of the Deposit Insurance Fund following the financial crisis, the FDIC increased deposit insurance assessment rates and charged special assessments to all FDIC-insured financial institutions. Further increases in assessment rates or special assessments may occur in the future, especially if there are significant additional financial institution failures. Any future special assessments, increases in assessment rates or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Risks Related to Our Common Stock

Even though our common stock is currently traded on the Nasdaq Stock Market's Global Select Market, it has less liquidity than many other stocks quoted on a national securities exchange.

The trading volume in our common stock on the Nasdaq Global Select Market has been relatively low when compared with larger companies listed on the Nasdaq Global Select Market or other stock exchanges. Because of this, it may be more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares.

We cannot predict the effect, if any, that future sales of our common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock. We can give no assurance that sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, would not cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock.

33

 

The market price of our common stock has fluctuated significantly, and may fluctuate in the future. These fluctuations may be unrelated to our performance. General market or industry price declines or overall market volatility in the future could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.

A future issuance or future issuances of stock could dilute the value of our common stock.

Our charter permits us to issue up to an aggregate of 25 million shares of common stock. As of December 31, 2021, 22,166,129 shares of our common stock were issued and outstanding, including 177,020 shares of restricted common stock that have yet to vest. Those shares outstanding do not include the potential issuance, as of December 31, 2021, of 113,578 shares of our common stock subject to issuance upon exercise of outstanding stock options under the Stock Incentive Plan, and 1,168,174 additional shares of our common stock that were reserved for issuance under the Stock Incentive Plan. A future issuance of any new shares of our common stock would, and equity-related securities could, cause further dilution in the value of our outstanding shares of common stock.

Significant sales of our common stock by certain shareholders could affect the market value of our common stock.

On December 21, 2018, we filed a shelf registration statement (the “Shelf Registrations Statement”) with the SEC on Form S-3 registering 3,652,094 shares of our common stock held by certain of our long-time shareholders, representing about 20.7% of our total issued and outstanding common stock. The Shelf Registration Statement was declared effective by the SEC on March 28, 2019. Accordingly, these shares represent a significant number of our issued and outstanding shares of common stock, and, if sold in the market all at once or at about the same time, could depress the market price of our common stock and could further affect our ability to raise equity capital. Further, we cannot predict the size or the effect, if any, that sales of these shares, or the perception that such sales could occur, may have on the market price of our shares of common stock or our ability to raise additional capital through the sale of equity securities. Any significant sales of these shares could have a materially adverse impact on our affairs, assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short- and long-term performance goals, prospects and results of operations or the trading price of our common stock.

We have the ability to incur debt and pledge our assets, including our stock in our 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 our common stock. For example, interest must be paid to a lender before dividends can be paid to our shareholders, and, in the case of liquidation, our borrowings must be repaid before we can distribute any assets to our shareholders. 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 our bank were profitable.

The rights of our common shareholders would likely be subordinate to the rights of the holders of any preferred stock that we may issue in the future.

Our charter authorizes our board of directors to issue an aggregate of up to five million shares of preferred stock without any further action on the part of our shareholders. Our board of directors also has the power, without shareholder approval, to set the terms of any series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over our common stock with respect to dividends or in the event of a dissolution, liquidation or winding up and other terms. Accordingly, you should assume that any shares of preferred stock that we may issue in the future will also be senior to our common stock. In the event that we issue preferred stock in the future that has preference over our common stock with respect to payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of the holders of our common stock or the market price of our common stock could be adversely affected.

We and our bank are subject to capital and other legal and regulatory requirements which restrict our ability to pay dividends.

We are subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. In addition, because our bank is our only material asset, our ability to pay dividends to our shareholders depends on our receipt of dividends from the bank, which is also subject to restrictions on dividends as a result of banking laws, regulations and policies.

34

 

General Risks

We are dependent on the services of our management team and board of directors, and the unexpected loss of key personnel or directors may adversely affect our business and operations.

We are led by an experienced core management team with substantial experience in the markets that we serve, and our operating strategy focuses on providing products and services through long-term relationship managers and ensuring that our largest clients have relationships with our senior management team. Accordingly, our success depends in large part on the performance of these key personnel, as well as on our ability to attract, motivate and retain highly qualified senior and middle management. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business plan may be lengthy. If any of our executive officers, other key personnel, or directors leaves us or our bank, our operations may be adversely affected. Additionally, our directors’ community involvement and diverse and extensive local business relationships are important to our success.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our headquarters and main branch office are located at 1201 Demonbreun Street, Suites 700 and 103, respectively, Nashville, Tennessee 37203. The Company owns and leases retail bank branches located throughout Tennessee.

 

The Company leases certain premises and equipment under operating leases that expire at various dates, through 2032, and in most instances include options to renew or extend at market rates and terms.

 

We and our subsidiaries may be involved from time to time in various routine legal proceedings incidental to our respective businesses. Neither we nor any of our subsidiaries are currently engaged in any legal proceedings that are expected to have a material adverse effect on our results of operations or financial position.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

35

 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

CapStar Financial’s common stock is traded on the Nasdaq Global Select Market under the symbol “CSTR” and has traded on that market since September 22, 2016. Prior to that time, there was no established public trading market for our stock.

As of February 24, 2022, there were approximately 3,892 holders of record of shares of our common stock.

Dividend Policy

Holders of shares of our voting and non-voting common and preferred stock are only entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for dividends. As of the date of this Report, only shares of our common stock are issued and outstanding. As a Tennessee corporation, we are not permitted to pay dividends if, after giving effect to such payment, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amounts needed to satisfy any preferential rights if we were dissolving.

Because we are a bank holding company and do not engage directly in business activities of a material nature, our ability to pay any dividends on our common stock depends, in large part, upon our receipt of dividends from our bank, which is also subject to numerous limitations on the payment of dividends under federal and state banking laws, regulations and policies. Pursuant to Tennessee law, our bank may not, without the prior approval of the Commissioner of the TDFI, pay any dividends to us in a calendar year in excess of the total of our bank’s net income for that year plus the retained net income for the preceding two years. For additional information, see “Item 1. Business—Supervision and Regulation—Bank Regulation and Supervision—Payment of Dividends.”

Subject to the regulatory restrictions noted above and satisfactory financial results, the Company currently expects that comparable cash dividends will continue to be paid in the future. Our ability to pay dividends to our shareholders in the future will depend on regulatory restrictions and our liquidity and capital requirements, as well as our earnings and financial condition, the general economic climate, contractual restrictions, our ability to service any equity or debt obligations senior to our common stock and other factors deemed relevant by our board of directors.

 

Stock Performance Graph

The following stock performance graphs compare total shareholders' return on our common stock for the five and three year periods beginning at the close of trading on December 31, 2016 until December 31, 2021, and December 31, 2018 until December 31, 2021, respectively, with the cumulative total return of the Nasdaq Composite Index and the Nasdaq Bank Index for the same period. While historically we have compared shareholders’ return on our common stock to the Nasdaq Composite Index and Nasdaq Bank Index as an implied benchmark, we do not believe these indices to be an optimal frame of reference or benchmark indicative of the Company’s size or characteristics.

Specifically, the Nasdaq composite index contains a significant concentration of tech companies which are fundamentally different than the community banking industry at large, and the Nasdaq Bank index includes financial institutions much larger in size than the Company. Therefore, we believe the Russell 2000 Index and ABA Nasdaq Community Bank Index are more appropriate comparative indices. The Russell 2000 Index is comprised of a more diverse subset of companies across multiple industries with more similar characteristics to that of the Company. Similarly, the ABA Nasdaq Community Bank Index is a more comparable index given it is comprised of a more narrowly defined subset of community banks. As such, the following stock performance graphs include references to both the newly selected indices (The Russell 2000 Index and ABA Nasdaq Community Bank Index) and the indices used in previous years (The Nasdaq Composite Index and Nasdaq Bank Index). In future periods we will only reference the newly selected indices for purposes of comparing total shareholders’ return on our common stock. Cumulative total return is computed by dividing the difference between the share price of our common stock at the end and the beginning of the measurement period by the share price of our common stock at the beginning of the measurement period. The performance graphs assume $100 is invested on December 31, 2016 and December 31, 2018 in shares of our common stock, the Russell 2000 Index and the ABA Nasdaq Community Bank Index and that dividends are reinvested into additional shares of common stock at the same frequency with which dividends are paid on such shares during the applicable fiscal year. Historical stock price performance is not necessarily indicative of future stock price performance. The information in this paragraph and the following stock performance graphs shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

 

36

 

https://cdn.kscope.io/e12b20e4e39c2e77295ea75843b999dc-img253191867_0.jpg 

 

 

12/31/2016

 

 

12/31/2018

 

 

12/31/2018

 

 

12/31/2019

 

 

12/31/2020

 

 

12/31/2021

 

CapStar Financial Holdings, Inc. (CSTR)

 

 

100

 

 

 

95

 

 

 

67

 

 

 

77

 

 

 

69

 

 

 

100

 

Nasdaq Composite (IXIC)

 

 

100

 

 

 

130

 

 

 

126

 

 

 

172

 

 

 

250

 

 

 

305

 

Russell 2000 (RUT)

 

 

100

 

 

 

115

 

 

 

102

 

 

 

128

 

 

 

154

 

 

 

176

 

Nasdaq Bank (BKX)

 

 

100

 

 

 

106

 

 

 

88

 

 

 

110

 

 

 

101

 

 

 

145

 

ABA Nasdaq Community Bank Index (ABAQ)

 

 

100

 

 

 

102

 

 

 

86

 

 

 

106

 

 

 

94

 

 

 

126

 

 

 

37

 

https://cdn.kscope.io/e12b20e4e39c2e77295ea75843b999dc-img253191867_1.jpg 

 

 

12/31/2018

 

 

12/31/2019

 

 

12/31/2020

 

 

12/31/2021

 

CapStar Financial Holdings, Inc. (CSTR)

 

 

100

 

 

 

114

 

 

 

103

 

 

 

149

 

Nasdaq Composite (IXIC)

 

 

100

 

 

 

137

 

 

 

198

 

 

 

242

 

Russell 2000 (RUT)

 

 

100

 

 

 

126

 

 

 

151

 

 

 

173

 

Nasdaq Bank (BKX)

 

 

100

 

 

 

124

 

 

 

115

 

 

 

163

 

ABA Nasdaq Community Bank Index (ABAQ)

 

 

100

 

 

 

123

 

 

 

109

 

 

 

146

 

 

38

 

ITEM 6. SELECTED FINANCIAL DATA

(dollars in thousands, except per share data)

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

3,133,046

 

 

$

2,987,006

 

 

$

2,037,201

 

 

$

1,963,883

 

 

$

1,344,429

 

Total loans held for investment

 

 

1,965,769

 

 

 

1,883,690

 

 

 

1,417,645

 

 

 

1,428,003

 

 

 

947,537

 

Allowance for loan losses

 

 

(21,698

)

 

 

(23,245

)

 

 

(12,604

)

 

 

(12,113

)

 

 

(13,721

)

Investment securities

 

 

461,178

 

 

 

488,622

 

 

 

216,442

 

 

 

247,542

 

 

 

196,380

 

Goodwill and core deposit intangible

 

 

47,759

 

 

 

49,698

 

 

 

44,393

 

 

 

46,048

 

 

 

6,242

 

Total deposits

 

 

2,684,281

 

 

 

2,568,001

 

 

 

1,729,451

 

 

 

1,570,008

 

 

 

1,119,866

 

FHLB advances and subordinated debt

 

 

29,532

 

 

 

39,423

 

 

 

10,000

 

 

 

126,509

 

 

 

70,000

 

Shareholders' equity

 

 

380,094

 

 

 

343,486

 

 

 

273,046

 

 

 

254,379

 

 

 

146,946

 

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

98,459

 

 

$

91,852

 

 

$

91,547

 

 

$

67,781

 

 

$

51,515

 

Interest expense

 

 

7,289

 

 

 

15,529

 

 

 

23,799

 

 

 

16,089

 

 

 

9,652

 

Net interest income

 

 

91,170

 

 

 

76,323

 

 

 

67,748

 

 

 

51,692

 

 

 

41,863

 

Provision for loan losses

 

 

(1,066

)

 

 

11,479

 

 

 

761

 

 

 

2,842

 

 

 

12,870

 

Net interest income after provision for loan losses

 

 

92,236

 

 

 

64,844

 

 

 

66,987

 

 

 

48,850

 

 

 

28,993

 

Non-interest income

 

 

42,681

 

 

 

43,248

 

 

 

24,274

 

 

 

15,459

 

 

 

10,908

 

Non-interest expense

 

 

73,541

 

 

 

77,361

 

 

 

61,995

 

 

 

53,487

 

 

 

33,765

 

Net income before income tax expense

 

 

61,376

 

 

 

30,731

 

 

 

29,266

 

 

 

10,822

 

 

 

6,136

 

Income tax expense

 

 

12,699

 

 

 

6,035

 

 

 

6,844

 

 

 

1,167

 

 

 

4,635

 

Net income

 

 

48,677

 

 

 

24,696

 

 

 

22,422

 

 

 

9,655

 

 

 

1,501

 

Dividend and Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share of common and preferred stock

 

 

0.23

 

 

 

0.20

 

 

 

0.20

 

 

 

0.08

 

 

 

-

 

Dividend payout ratio

 

 

10

%

 

 

16

%

 

 

16

%

 

 

13

%

 

 

-

 

Net income per share, basic

 

$

2.20

 

 

$

1.22

 

 

$

1.25

 

 

$

0.73

 

 

$

0.13

 

Weighted average shares - basic

 

 

22,127,919

 

 

 

20,162,038

 

 

 

17,886,164

 

 

 

13,277,614

 

 

 

11,280,580

 

Net income per share, diluted

 

$

2.19

 

 

$

1.22

 

 

$

1.20

 

 

$

0.67

 

 

$

0.12

 

Weighted average shares - diluted

 

 

22,179,461

 

 

 

20,185,589

 

 

 

18,613,224

 

 

 

14,480,347

 

 

 

12,803,511

 

Book value per share of common stock

 

$

17.15

 

 

$

15.62

 

 

$

14.87

 

 

$

13.84

 

 

$

11.91

 

Tangible book value per share of common stock (1)

 

 

14.99

 

 

 

13.36

 

 

 

12.45

 

 

 

11.25

 

 

 

11.37

 

Total shares of common stock outstanding

 

 

22,166,129

 

 

 

21,988,803

 

 

 

18,361,922

 

 

 

17,724,721

 

 

 

11,582,026

 

Total shares of preferred stock outstanding

 

 

-

 

 

 

-

 

 

 

-

 

 

 

878,049

 

 

 

878,049

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

1.56

%

 

 

0.94

%

 

 

1.12

%

 

 

0.63

%

 

 

0.11

%

Return on average equity

 

 

13.38

%

 

 

8.08

%

 

 

8.49

%

 

 

5.50

%

 

 

1.05

%

Net interest margin

 

 

3.16

%

 

 

3.10

%

 

 

3.64

%

 

 

3.55

%

 

 

3.25

%

Non-interest income to average assets

 

 

1.37

%

 

 

1.65

%

 

 

1.21

%

 

 

1.01

%

 

 

0.80

%

Efficiency ratio

 

 

54.94

%

 

 

64.70

%

 

 

67.37

%

 

 

79.65

%

 

 

63.98

%

Asset Quality Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses to total loans held for investment

 

 

1.10

%

 

 

1.23

%

 

 

0.89

%

 

 

0.85

%

 

 

1.45

%

Allowance for loan losses to non-performing loans

 

 

665.97

%

 

 

482.55

%

 

 

861.23

%

 

 

582.84

%

 

 

509.08

%

Non-performing assets to total assets

 

 

0.11

%

 

 

0.18

%

 

 

0.12

%

 

 

0.16

%

 

 

0.20

%

Net charge-offs to average loans

 

 

0.05

%

 

 

0.05

%

 

 

0.02

%

 

 

0.39

%

 

 

1.09

%

Capital ratios (CapStar Financial Holdings, Inc.):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total risk based capital

 

 

16.29

%

 

 

16.03

%

 

 

13.45

%

 

 

12.84

%

 

 

12.52

%

Tier 1 risk based capital

 

 

14.11

%

 

 

13.52

%

 

 

12.73

%

 

 

12.13

%

 

 

11.41

%

Common equity tier 1 capital

 

 

14.11

%

 

 

13.52

%

 

 

12.73

%

 

 

11.61

%

 

 

10.70

%

Leverage

 

 

10.69

%

 

 

9.60

%

 

 

11.37

%

 

 

11.06

%

 

 

10.77

%

 

(1)
This measure is not recognized under GAAP and is therefore considered to be a non-GAAP measure. See Non-GAAP Financial Measures — Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion and reconciliation of this measure to its most comparable GAAP measure.

 

On July 1, 2020, we completed our acquisitions of FCB Corporation and the Bank of Waynesboro. For more information, please see “Item 1.—Business—Overview—Acquisitions”. The operations of FCB and BOW are included in our financial statements beginning July 1, 2020. The acquisitions and incorporations of these entities into our financial statements may materially affect the comparability of the selected financial data provided for fiscal years 2020 and beyond as compared to previous years.

39

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition and our results of operations as of and for the years ended December 31, 2021, 2020 and 2019. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from the Consolidated Financial Statements appearing under the caption “Part II., Item 8—Financial Statements and Supplementary Data” in this Report. The following discussion and analysis should be read together with our Consolidated Financial Statements, the notes to our Consolidated Financial Statements and the other financial information included elsewhere in this Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, estimates and assumptions that could cause actual results to differ materially from our current expectations. Factors that could cause such differences are discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this Report. We assume no obligation to update any of these forward-looking statements except to the extent required by applicable law.

The following discussion and analysis pertains to our historical results on a consolidated basis. However, because we conduct all of our material business operations through our wholly-owned subsidiary, CapStar Bank, the following discussion and analysis relates to activities primarily conducted at the subsidiary level.

All dollar amounts in the tables in this section are in thousands of dollars, except per share data or when otherwise specifically noted. Unless specifically noted in this Report, all references in this section to the fiscal years 2019, 2020 and 2021 mean our fiscal years ended December 31, 2019, 2020, and 2021, respectively.

Overview

We completed 2021 with net income of $48.7 million, or $2.19 diluted net income per share, compared to net income of $24.7 million and $22.4 million, or $1.22 and $1.20 diluted net income per share, for 2020 and 2019, respectively. Average loans held for investment for 2021 were $1.91 billion, a 13.0% increase over 2020, and average deposits for 2021 were $2.70 billion, a 19.2% increase over 2020. We acquired FCB and BOW on July 1, 2020, which has impacted the comparability of our financial performance. Specifically, the Company's net interest income and non-interest income generally benefited from an additional six months of FCB and BOW income for the year ended December 31, 2021. Conversely, non-interest expense increased for the same period due to the acquisitions. The 2020 FCB and BOW acquisitions, as well as the Company's 2021 organic entrance into the Chattanooga market continue to demonstrate our growth opportunities.

The Company continues its proactive approach to protect our team members and their families. The Company's Pandemic Committee continues to meet and discuss the health and safety of employees as well as to discuss updates provided by the Centers for Disease Control ("CDC"), state and local authorities. At this time, all financial centers and support operations centers are operating in a non-remote environment. Although the economic and public health outlooks improved in the United States during 2021, the future impact of the pandemic on our business, results of operations and financial condition remains uncertain. Should current economic conditions deteriorate or if the pandemic continues to intensify through the spread of more contagious or severe strains of COVID-19, the pandemic could have an adverse effect on our business and results of operations and financial condition.

Although infection rates in the communities we serve vary, the positive impact that vaccinations have had on curbing the spread of the virus allowed us to begin bringing departments back together and to loosen travel restrictions for colleagues who are fully vaccinated. Given the COVID-19 variants currently spreading, we are strongly advising our colleagues who are fully vaccinated to get vaccination boosters. We will continue to make prudent decisions for the safety of our colleagues and our clients following recommended CDC and local health department guidance. We are hopeful that infection rates will decline in the communities we serve as the percentage of fully vaccinated and boosted individuals continues to increase.

In an effort to serve as a source of liquidity in our community at the onset of the pandemic, CapStar Bank proactively offered a 90-day full deferment of all loan payments to CapStar borrowers that were less than 30 days past due. As of December 31, 2021 the remaining loans still under deferment has been reduced to four loans (representing approximately $32.2 million in outstanding loan balances). As of December 31, 2021, the remaining outstanding balance of loans originated under the PPP totaled approximately $26.5 million and was included in commercial and industrial loans.

40

 

As the pandemic continues, we will continue to assess the impact on our market. While it is uncertain losses will materialize in the future, we will continue to proactively work with our clients and evaluate the potential impact of the pandemic on them and us. Furthermore, we currently do not anticipate a significant adverse liquidity impact related to the COVID-19 pandemic. In fact, since the start of the pandemic, deposit inflows have increased sharply, significantly strengthening liquidity. Nonetheless, the Company has a comprehensive contingency funding plan that addresses potential adverse liquidity events and emergency cash flow requirements that may arise from the COVID-19 pandemic. See further discussion regarding the Company’s management of liquidity risk in the subsequent section titled ‘Liquidity’.

Despite the uncertainty the Company is well positioned to continue delivering on its strategic initiatives in a responsible manner by prioritizing things such as business continuity, liquidity management and maintaining an adequate allowance for loan losses.

Our primary revenue source is net interest income and fees from various financial services provided to customers. Net interest income is the difference between interest income earned on loans, investment securities and other interest earning assets less interest expense on deposit accounts and other interest bearing liabilities. Loan volume and interest rates earned on those loans are critical to our overall profitability. Similarly, deposit volume is crucial to funding loans and the rates paid on deposits directly impact our profitability. Business volumes are influenced by competition, new business acquisition efforts and economic factors including market interest rates, business spending and consumer confidence.

Net interest income increased $14.8 million, or 19.5%, to $91.2 million for 2021 compared to $76.3 million for 2020. The increase was primarily attributable to the acquisitions of FCB and BOW, increased PPP income and lower interest rates across deposit categories when compared to 2020. Net interest margin increased to 3.16% for 2021, compared with 3.10% for 2020.

The year ended December 31, 2021 yielded a ($1.1) million release of loan loss reserves compared to a $11.5 million provision in 2020. This decrease was primarily attributable to improved asset quality trends, significant improvement in specific classified loans and other qualitative factors. The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management’s evaluation, is adequate to provide coverage for the estimated probable inherent losses on outstanding loans. Our allowance for loan losses at December 31, 2021 was 1.10% of total loans held for investment, compared with 1.23% at December 31, 2020.

While benefitting from the FCB and BOW acquisitions, total noninterest income for 2021 remained relatively unchanged at $42.7 million compared to $43.2 million for 2020, and comprised 31.9% of total revenues.

Despite the impact of the FCB and BOW acquisitions, total noninterest expense for 2021 decreased $3.9 million, or 4.9%, to $73.5 million compared to $77.4 million for 2020. Improving productivity and operating efficiency is a key focus of the Company. The efficiency ratio for 2021 was 54.94% compared to 64.70% for 2020. The improvement in efficiency ratio for 2021 is primarily attributable to greater expense discipline in accordance with the Company's core strategy and a decline in acquisition related expenses.

The Company’s effective tax rate increased to 20.7% for 2021 from 19.6% for 2020. The higher effective tax rate in 2021 compared to 2020 is mainly the result of net operating loss carryback provisions associated with the CARES Act in 2020.

Tangible common equity, a non-GAAP measure, is a measure of a company's capital which is useful in evaluating the quality and adequacy of capital. Our ratio of tangible common equity to total tangible assets was 10.77% as of December 31, 2021, compared with 10.00% at December 31, 2020. See “Non-GAAP Financial Measures” for a discussion of and reconciliation to the most directly comparable U.S. GAAP measure.

The following sections provide more details on subjects presented in this overview.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements are prepared based on the application of certain accounting policies, the most significant of which are described in Note 1 to our Consolidated Financial Statements for the year ended December 31, 2021, which are contained elsewhere in this Report. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variation and may materially and adversely affect our reported results and financial position for the current period or future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or

41

 

adjusted to reflect, fair value. Assets carried at fair value inherently result in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are either based on quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments based upon historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Management evaluates our estimates and assumptions on an ongoing basis. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on our future financial condition and results of operations.

We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those policies and estimates and the potential sensitivity of our financial statements to those judgments and assumptions, are critical to an understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are reasonable and appropriate.

Allowance for Loan Losses

We record estimated probable inherent credit losses in the loan portfolio as an allowance for loan losses. The methodologies and assumptions for determining the adequacy of the overall allowance for loan losses involve significant judgments to be made by management. Some of the more critical judgments supporting our allowance for loan losses include judgments about the credit-worthiness of borrowers, estimated value of underlying collateral, assumptions about cash flow, determination of loss factors for estimating credit losses, and the impact of current events, conditions, and other factors impacting the level of inherent losses, particularly the impact from the COVID-19 pandemic and its variants. Under different conditions or using different assumptions, the actual credit losses ultimately realized by us may be different from our estimates. On a quarterly basis, we assess the risk inherent in our loan portfolio based on qualitative and quantitative trends in the portfolio, including the internal risk classification of loans, historical loss rates, changes in the nature and volume of the loan portfolio, industry or borrower concentrations, delinquency trends, detailed reviews of significant loans with identified weaknesses, and the impacts of local, regional, and national economic factors on the quality of the loan portfolio. Based on this analysis, we may record a provision for loan losses in order to maintain the allowance at appropriate levels. For a more complete discussion of the methodology employed to calculate the allowance for loan losses, see Note 1 to our Consolidated Financial Statements for the year ended December 31, 2021, which is included elsewhere in this Report.

Investment Securities Impairment

We assess on a quarterly basis whether there have been any events or economic circumstances to indicate that a security with respect to which there is an unrealized loss is impaired on an other-than-temporary basis. In any instance, we would consider many factors, including the severity and duration of the impairment, our intent and ability to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, and, for debt securities, external credit ratings and recent downgrades. Securities with respect to which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value with the write-down recorded in earnings.

Income Taxes

Deferred income tax assets and liabilities are computed using the asset and liability method, which recognizes a liability or asset representing the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events recognized in the financial statements. A valuation allowance may be established to the extent necessary to reduce the deferred tax asset to a level at which it is “more likely than not” that the tax asset or benefit will be realized. Realization of tax benefits depends on having sufficient taxable income, available tax loss carrybacks or credits, the reversal of taxable temporary differences and/or tax planning strategies within the reversal period, and that current tax law allows for the realization of recorded tax benefits.

Business Combinations

Assets purchased and liabilities assumed in a business combination are recorded at their fair value. The fair value of a loan portfolio acquired in a business combination requires greater levels of management estimates and judgment than the remainder of purchased assets or assumed liabilities. When the loans have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments, the loans are considered impaired, and the expected cash flows in excess of the amount paid are recorded as interest income over the remaining life of the loan. The excess of the loan’s contractual principal and interest over expected cash flows is not recorded. We must estimate expected cash flows at each reporting date.

42

 

Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows result in a reversal of the provision for loan losses to the extent of prior charges and adjusted accretable yield which will have a positive impact on interest income. Purchased loans without evidence of credit deterioration are recorded at their initial fair value and adjusted as necessary for subsequent advances, pay downs, amortization or accretion of any premium or discount on purchase, charge-offs and additional provisions that may be required.

Results of Operations

 

The following is a summary of our results of operations:

 

 

 

 

 

 

2021-2020

 

 

 

 

 

2020-2019

 

 

 

Year ended

 

 

Percent

 

 

Year ended

 

 

Percent

 

 

 

December 31,

 

 

Increase

 

 

December 31,

 

 

Increase

 

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

2019

 

 

(Decrease)

 

Interest income

 

$

98,459

 

 

$

91,852

 

 

 

7.2

%

 

$

91,547

 

 

 

0.3

%

Interest expense

 

 

7,289

 

 

 

15,529

 

 

 

(53.1

)%

 

 

23,799

 

 

 

(34.7

)%

Net interest income

 

 

91,170

 

 

 

76,323

 

 

 

19.5

%

 

 

67,748

 

 

 

12.7

%

Provision for loan losses

 

 

(1,066

)

 

 

11,479

 

 

 

(109.3

)%

 

 

761

 

 

 

1408.4

%

Net interest income after provision for loan losses

 

 

92,236

 

 

 

64,844

 

 

 

42.2

%

 

 

66,987

 

 

 

(3.2

)%

Noninterest income

 

 

42,681

 

 

 

43,248

 

 

 

(1.3

)%

 

 

24,274

 

 

 

78.2

%

Noninterest expense

 

 

73,541

 

 

 

77,361

 

 

 

(4.9

)%

 

 

61,995

 

 

 

24.8

%

Net income before income taxes

 

 

61,376

 

 

 

30,731

 

 

 

99.7

%

 

 

29,266

 

 

 

5.0

%

Income tax expense

 

 

12,699

 

 

 

6,035

 

 

 

110.4

%

 

 

6,844

 

 

 

(11.8

)%

Net income

 

$

48,677

 

 

$

24,696

 

 

 

97.1

%

 

$

22,422

 

 

 

10.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share of common stock

 

$

2.20

 

 

$

1.22

 

 

 

80.3

%

 

$

1.25

 

 

 

(2.4

)%

Diluted net income per share of common stock

 

$

2.19

 

 

$

1.22

 

 

 

79.5

%

 

$

1.20

 

 

 

1.7

%

 

The following sections provide a more detailed analysis of significant factors affecting our operating results.

Net Interest Income

The largest component of our net income is net interest income – the difference between the income earned on loans, investment securities and other interest earning assets and interest expense on deposit accounts and other interest bearing liabilities. Net interest income calculated on a tax-equivalent basis divided by total average interest-earning assets represents our net interest margin. The major factors that affect net interest income and net interest margin are changes in volumes, the yield on interest-earning assets and the cost of interest-bearing liabilities. Our margin can also be affected by economic conditions, the competitive environment, loan demand and deposit flow. Our ability to respond to changes in these factors by using effective asset-liability management techniques is critical to maintaining the stability of the net interest margin and our net interest income.

The following table sets forth the amount of our average balances, interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for interest-earning assets and

43

 

interest-bearing liabilities, net interest spread and net interest margin for the years ended December 31, 2021, 2020 and 2019:

 

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

Average
Outstanding
Balance

 

 

Interest
Income/
Expense

 

 

Average
Yield/
Rate

 

 

Average
Outstanding
Balance

 

 

Interest
Income/
Expense

 

 

Average
Yield/
Rate

 

 

Average
Outstanding
Balance

 

 

Interest
Income/
Expense

 

 

Average
Yield/
Rate

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

1,910,115

 

 

$

84,368

 

 

 

4.42

%

 

$

1,690,179

 

 

$

78,180

 

 

 

4.63

%

 

$

1,450,400

 

 

$

78,557

 

 

 

5.42

%

Loans held for sale

 

 

152,482

 

 

 

4,851

 

 

 

3.18

%

 

 

175,311

 

 

 

6,092

 

 

 

3.47

%

 

 

101,885

 

 

 

4,271

 

 

 

4.19

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable investment securities (2)

 

 

441,495

 

 

 

7,213

 

 

 

1.63

%

 

 

250,042

 

 

 

5,455

 

 

 

2.18

%

 

 

176,647

 

 

 

5,374

 

 

 

3.04

%

Investment securities exempt from federal income tax (3)

 

 

61,438

 

 

 

1,408

 

 

 

2.90

%

 

 

49,474

 

 

 

1,326

 

 

 

3.39

%

 

 

52,392

 

 

 

1,438

 

 

 

3.47

%

Total securities

 

 

502,933

 

 

 

8,621

 

 

 

1.79

%

 

 

299,516

 

 

 

6,781

 

 

 

2.38

%

 

 

229,039

 

 

 

6,812

 

 

 

3.14

%

Cash balances in other banks

 

 

317,406

 

 

 

598

 

 

 

0.19

%

 

 

307,852

 

 

 

799

 

 

 

0.26

%

 

 

87,305

 

 

 

1,881

 

 

 

2.15

%

Funds sold

 

 

14,640

 

 

 

21

 

 

 

0.14

%

 

 

18

 

 

 

-

 

 

 

2.77

%

 

 

752

 

 

 

26

 

 

 

3.52

%

Total interest-earning assets

 

 

2,897,576

 

 

 

98,459

 

 

 

3.41

%

 

 

2,472,876

 

 

 

91,852

 

 

 

3.73

%

 

 

1,869,381

 

 

 

91,547

 

 

 

4.92

%

Noninterest-earning assets

 

 

224,776

 

 

 

 

 

 

 

 

 

149,760

 

 

 

 

 

 

 

 

 

137,947

 

 

 

 

 

 

 

Total assets

 

$

3,122,352

 

 

 

 

 

 

 

 

$

2,622,636

 

 

 

 

 

 

 

 

$

2,007,328

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction accounts

 

$

955,553

 

 

 

1,626

 

 

 

0.17

%

 

$

744,144

 

 

 

3,868

 

 

 

0.52

%

 

$

499,468

 

 

 

7,538

 

 

 

1.51

%

Savings and money market deposits

 

 

594,652

 

 

 

1,203

 

 

 

0.20

%

 

 

549,533

 

 

 

5,196

 

 

 

0.95

%

 

 

494,587

 

 

 

7,266

 

 

 

1.47

%

Time deposits

 

 

417,770

 

 

 

2,873

 

 

 

0.69

%

 

 

407,224

 

 

 

5,317

 

 

 

1.31

%

 

 

361,956

 

 

 

7,542

 

 

 

2.08

%

Total interest-bearing deposits

 

 

1,967,975

 

 

 

5,702

 

 

 

0.29

%

 

 

1,700,901

 

 

 

14,381

 

 

 

0.85

%

 

 

1,356,011

 

 

 

22,346

 

 

 

1.65

%

Borrowings and repurchase agreements

 

 

30,574

 

 

 

1,587

 

 

 

5.19

%

 

 

27,809

 

 

 

1,148

 

 

 

4.13

%

 

 

48,629

 

 

 

1,453

 

 

 

2.99

%

Total interest-bearing liabilities

 

 

1,998,549

 

 

 

7,289

 

 

 

0.36

%

 

 

1,728,710

 

 

 

15,529

 

 

 

0.90

%

 

 

1,404,640

 

 

 

23,799

 

 

 

1.69

%

Noninterest-bearing deposits

 

 

725,075

 

 

 

 

 

 

 

 

 

558,416

 

 

 

 

 

 

 

 

 

315,031

 

 

 

 

 

 

 

Total funding sources

 

 

2,723,624

 

 

 

 

 

 

 

 

 

2,287,126

 

 

 

 

 

 

 

 

 

1,719,671

 

 

 

 

 

 

 

Noninterest-bearing liabilities

 

 

34,969

 

 

 

 

 

 

 

 

 

29,762

 

 

 

 

 

 

 

 

 

23,533

 

 

 

 

 

 

 

Shareholders’ equity

 

 

363,759

 

 

 

 

 

 

 

 

 

305,748

 

 

 

 

 

 

 

 

 

264,124

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

3,122,352

 

 

 

 

 

 

 

 

$

2,622,636

 

 

 

 

 

 

 

 

$

2,007,328

 

 

 

 

 

 

 

Net interest spread (4)

 

 

 

 

 

 

 

 

3.05

%

 

 

 

 

 

 

 

 

2.83

%

 

 

 

 

 

 

 

 

3.22

%

Net interest income/margin (5)

 

 

 

 

$

91,170

 

 

 

3.16

%

 

 

 

 

$

76,323

 

 

 

3.10

%

 

 

 

 

$

67,748

 

 

 

3.64

%

 

(1)
Average loan balances include nonaccrual loans. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.
(2)
Taxable investment securities include restricted equity securities.
(3)
Yields on tax exempt securities are shown on a tax equivalent basis.
(4)
Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.
(5)
Net interest margin is net interest income calculated on a tax equivalent basis divided by total average interest-earning assets.

44

 

 

The following table reflects, for the periods indicated, the changes in our net interest income due to changes in the volume of interest-earning assets and interest-bearing liabilities and the associated rates earned or paid on these assets and liabilities.

 

 

 

2021 Compared to 2020

 

 

2020 Compared to 2019

 

 

 

Increase (decrease) due to

 

 

Increase (decrease) due to

 

 

 

Volume

 

 

Rate

 

 

Net

 

 

Volume

 

 

Rate

 

 

Net

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

10,173

 

 

$

(3,985

)

 

$

6,188

 

 

$

13,212

 

 

$

(13,589

)

 

$

(377

)

Loans held for sale

 

 

(793

)

 

 

(448

)

 

 

(1,241

)

 

 

2,935

 

 

 

(1,114

)

 

 

1,821

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable investment securities

 

 

4,148

 

 

 

(2,390

)

 

 

1,758

 

 

 

2,233

 

 

 

(2,152

)

 

 

81

 

Investment securities exempt from federal income tax

 

 

379

 

 

 

(297

)

 

 

82

 

 

 

(71

)

 

 

(40

)

 

 

(111

)

Total securities

 

 

4,527

 

 

 

(2,687

)

 

 

1,840

 

 

 

2,162

 

 

 

(2,192

)

 

 

(30

)

Cash balances In other banks

 

 

25

 

 

 

(226

)

 

 

(201

)

 

 

4,749

 

 

 

(5,831

)

 

 

(1,082

)

Funds Sold

 

 

405

 

 

 

(384

)

 

 

21

 

 

 

(26

)

 

 

—

 

 

 

(26

)

Total interest-earning assets

 

 

14,337

 

 

 

(7,730

)

 

 

6,607

 

 

 

23,032

 

 

 

(22,726

)

 

 

306

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction accounts

 

 

1,099

 

 

 

(3,341

)

 

 

(2,242

)

 

 

3,693

 

 

 

(7,362

)

 

 

(3,669

)

Savings and money market deposits

 

 

427

 

 

 

(4,420

)

 

 

(3,993

)

 

 

807

 

 

 

(2,877

)

 

 

(2,070

)

Time deposits

 

 

138

 

 

 

(2,582

)

 

 

(2,444

)

 

 

943

 

 

 

(3,168

)

 

 

(2,225

)

Borrowings and repurchase agreements

 

 

114

 

 

 

325

 

 

 

439

 

 

 

(622

)

 

 

317

 

 

 

(305

)

Total interest-bearing liabilities

 

 

1,778

 

 

 

(10,018

)

 

 

(8,240

)

 

 

4,821

 

 

 

(13,090

)

 

 

(8,269

)

Net Interest Income

 

$

12,559

 

 

$

2,288

 

 

$

14,847

 

 

$

18,211

 

 

$

(9,636

)

 

$

8,575

 

 

2021 compared to 2020

 

Our net interest income increased $14.8 million, or 19.5%, from 2020 to 2021 primarily due to a 13.0% increase in average loans held for investment and a 54 basis point or 60.0% decline in the average yield on interest-bearing liabilities as we have worked to lower our cost of deposits across all categories.

 

The loan increase is primarily attributable to a combination of the FCB and BOW acquisitions, expansions into new markets and fee income associated with PPP loan forgiveness and paydowns. PPP fees recognized as income totaled $7.2 million and $3.6 million for the years ended December 31, 2021 and 2020, respectively.

 

Net interest margin for the year ended December 31, 2021 also benefited from a 67.9% increase in average total securities offset by a 59 basis point or 24.8% decrease in average security yield as yields on investments purchased were depressed by a sharp decline in market interest rates as the Federal Reserve lowered short-term rates to historically low levels in response to the pandemic.

 

2020 compared to 2019

Net interest income increased $8.6 million, or 12.7%, from 2019 to 2020 primarily due to a 32% increase in average earning assets associated with the FCB and BOW acquisitions, which was offset by a 54 basis point decline in the net interest margin.

 

Our net interest margin was 3.10% and 3.64% for 2020 and 2019, respectively, with the decline triggered by two factors related to the pandemic – first, the Federal Reserve reducing the Federal Funds target rate by 1.50% in March 2020, one of numerous actions intended to offset the pandemic’s impact on the U.S. economy, and second, the sharp increase in deposits near the start of the pandemic, with deposits increasing $332 million or 19% in the 2nd quarter. Additionally, included in interest expense for savings and money market deposits in 2020 is a loss on previously terminated interest rate swaps of $1.9 million.

 

For 2020 compared to 2019, loan volumes increased 16.8% while loan yields declined from 5.41% to 4.61% due to the impact of lower market interest rates on yields of new loan originations and yields of existing variable rate loans.

45

 

 

Average loans for 2020 increased 16.8% compared to 2019 as a result of the FCB and BOW acquisitions, the Company’s active participation in the SBA’s Paycheck Protection Program (“PPP”), additional bankers in the Nashville and Knoxville MSA, and continued focus on attracting new clients.

 

Average security yields decreased from 3.14% to 2.38% for 2019 and 2020, respectively, primarily due to decreases in the LIBOR rate on the variable rate portion of our securities portfolio, the impact of lower market interest rates on the yields of securities purchased to replace security maturities and paydowns, and the Company’s purchase of additional conservative lower yield securities to deploy a portion of pandemic-related deposit growth.

 

We funded our growth in loans through an increase in funding sources of 33.0% from 2019 to 2020. The primary driver of our increased funding sources was growth in our deposits of 35.2% from 2019 to 2020, driven by the FCB and BOW acquisitions and the sharp increase in deposits near the start of the pandemic. Average non-interest bearing deposits increased 77.3% from 2019 to 2020.

 

The average rate paid on interest-bearing liabilities was 0.90% for 2020 compared to 1.69% for 2019. The majority of this decrease was due to decreases in the Federal Funds rate in response to the COVID-19 pandemic.

Provision for Loan losses

Our policy is to maintain an allowance for loan losses at a level sufficient to absorb estimated probable losses inherent in the loan portfolio. The allowance is increased by a provision for loan losses, which is a charge to earnings, and is decreased by charge-offs and increased by loan recoveries. While our policies and procedures used to estimate the allowance for loan losses, as well as the resultant provision for loan losses charged to operations, are considered adequate by management, they are necessarily approximate and imprecise. There are factors beyond our control, such as conditions in the local and national economy, local real estate markets, or particular industry or borrower-specific conditions, which may materially and negatively impact our asset quality and the adequacy of our allowance for loan losses and, thus, the resulting provision for loan losses. Provision expense is impacted by macroeconomic factors, the absolute level of loans, loan growth, the credit quality of the loan portfolio and the amount of net charge-offs.

Our allowance for loan losses as a percentage of total loans held for investment was 1.10%, 1.23% and 0.89% at December 31, 2021, 2020 and 2019, respectively. Our allowance for loan losses plus fair value purchase accounting marks to non-PPP loans was 1.27%, 1.58%, and 1.13% at December 31, 2021, 2020 and 2019, respectively. See “Non-GAAP Financial Measures” for a discussion of and reconciliation to the most directly comparable U.S. GAAP measure.

2021 compared to 2020

The year ended December 31, 2021 yielded a ($1.1) million release of loan loss reserves compared to a $11.5 million provision in 2020. This decrease was primarily attributable to improved asset quality trends, significant improvement in specific classified loans and improvement in COVID-19 qualitative factors within our allowance for loan losses methodology. While the pandemic and its variants are still considered within the Company's current allowance for loan losses, the release in 2021 is a reflection of credit quality metrics returning to pre-pandemic levels.

Charge-offs for 2021 were $0.6 million compared to $1.2 million for 2020, while our allowance for loan losses as a percentage of total loans held for investment decreased from 1.23% at December 31, 2020 to 1.10% at December 31, 2021. Similarly, these decreases were attributable to improvements in economic conditions through December 31, 2021, as compared to the economic deterioration that occurred or was anticipated during 2020 as a result of COVID-19 and its variants.

Based upon our evaluation of the loan portfolio, we believe the allowance for loan losses to be adequate to absorb our estimate of probable losses existing in the loan portfolio at December 31, 2021.

2020 compared to 2019

The provision for loan losses amounted to $11.5 million and $0.8 million for 2020 and 2019, respectively.

Provision expense increased for 2020 compared to 2019 due to significantly increased qualitative factors in our allowance for loan losses methodology in anticipation of credit deterioration associated with the COVID-19 pandemic. Although losses have not yet materialized as a direct result of the COVID-19 pandemic, our overall reserves are deemed to be adequate in light of the economic uncertainty of the pandemic. Charge-offs for 2020 were $1.2 million compared to $0.8 million for 2019.

46

 

Our allowance for loan losses as a percentage of total loans increased from 0.89% at December 31, 2019 to 1.23% at December 31, 2020. This increase was largely due to our assessment of risk generally related to macro-economic, geo-political conditions associated with the COVID-19 pandemic and the related impact on asset quality.

Noninterest Income

In addition to net interest income, we generate recurring noninterest income. Our banking operations generate revenue from service charges on deposit accounts, interchange and debit card transaction fees, originating and selling mortgage, commercial real estate and SBA loans, wealth management and gains (losses) on sales of securities. In addition to these types of recurring noninterest income, we own insurance on several key employees and record income within "Other noninterest income" based upon the increase in the cash surrender value of these policies.

The following table sets forth the principal components of noninterest income for the periods indicated.

 

 

 

 

 

 

 

 

 

2021-2020

 

 

 

 

 

2020-2019

 

 

 

Year Ended

 

 

Percent

 

 

Year Ended

 

 

Percent

 

 

 

December 31,

 

 

Increase

 

 

December 31,

 

 

Increase

 

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

2019

 

 

(Decrease)

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit service charges

 

$

4,515

 

 

$

3,494

 

 

 

29.2

%

 

$

3,135

 

 

 

11.5

%

Interchange and debit card transaction fees

 

 

4,816

 

 

 

3,172

 

 

 

51.8

%

 

 

3,251

 

 

 

(2.4

)%

Mortgage banking

 

 

16,058

 

 

 

25,034

 

 

 

(35.9

)%

 

 

9,467

 

 

 

164.4

%

Tri-Net

 

 

8,613

 

 

 

3,693

 

 

 

133.2

%

 

 

2,785

 

 

 

32.6

%

Wealth management

 

 

1,850

 

 

 

1,573

 

 

 

17.6

%

 

 

1,425

 

 

 

10.4

%

SBA lending

 

 

2,060

 

 

 

1,440

 

 

 

43.1

%

 

 

803

 

 

 

79.3

%

Net gain (loss) on sale of securities

 

 

28

 

 

 

125

 

 

 

(77.6

)%

 

 

(99

)

 

 

(226.3

)%

Other noninterest income

 

 

4,741

 

 

 

4,717

 

 

 

0.5

%

 

 

3,507

 

 

 

34.5

%

Total noninterest income

 

$

42,681

 

 

$

43,248

 

 

 

(1.3

)%

 

$

24,274

 

 

 

78.2

%

 

2021 compared to 2020

The increase in interchange and debit card transaction fees and other deposit service charges for 2021 were driven by the incremental increase in transaction volume related to our acquisitions of FCB and BOW, an emphasis on electronic banking and continued growth in deposits and volume of our commercial and consumer deposit account.

Mortgage banking income consists of mortgage fee income from the origination and sale of mortgage loans. These mortgage fees are for loans originated in our markets that are subsequently sold to third-party investors. Generally, mortgage origination fees increase in lower interest rate environments and more robust housing markets and decrease in rising interest rate environments and more challenging housing markets. Mortgage origination fees will fluctuate from period to period as the rate environment changes. Mortgage banking income decreased 35.9% from 2020 to 2021 primarily due to a decline from the peak of the 2020 residential market. Beginning in 2020, we experienced an increase in mortgage lending transactions as a result of the low mortgage interest rate environment due to the COVID-19 pandemic. However, this began to decline in 2021 and we expect mortgage lending volume to continue to decline into 2022 given the current environment and forecasted rate increases by the Federal Reserve.

Revenue for Tri-Net, a business launched in the fourth quarter of 2016, is derived from the origination and sale of commercial real estate loans to third-party investors. All of these loan sales transfer servicing rights to the buyer. The volume of loan sales has increased through continued growth and development as one the Company's key unique fee businesses.

 

SBA loan sales revenue also increased when compared to the prior year comparable period due to increased volumes and premiums as we continue to invest in and grow our government guaranteed lending division.

Other noninterest income primarily consists of loan related fees, bank-owned life insurance and other service-related fees.

47

 

 

2020 compared to 2019

The increase in treasury management and other deposit service charges for 2020 was driven primarily by the incremental increase in transaction volume related to our acquisitions of FCB and BOW, as well as growth in the volume of our commercial and consumer deposit accounts.

Mortgage banking income increased 164.4% from 2019 to 2020 primarily due to a significantly higher volume of originations from home buyers capitalizing on lower interest rates.

The increase in other noninterest income of $1.2 million from 2019 to 2020 was primarily due to organic growth and our acquisition of FCB and BOW.

Noninterest Expense

Our total noninterest expense increase reflects expenses that we have incurred as we build the foundation to support and execute our growth strategy. The following table presents the primary components of noninterest expense for the periods indicated.

 

 

 

 

 

 

 

 

 

2021-2020

 

 

 

 

 

2020-2019

 

 

 

Year Ended

 

 

Percent

 

 

Year Ended

 

 

Percent

 

 

 

December 31,

 

 

Increase

 

 

December 31,

 

 

Increase

 

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

2019

 

 

(Decrease)

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

41,758

 

 

$

45,252

 

 

 

(7.7

)%

 

$

35,542

 

 

 

27.3

%

Data processing and software

 

 

11,248

 

 

 

8,865

 

 

 

26.9

%

 

 

6,961

 

 

 

27.4

%

Occupancy

 

 

4,205

 

 

 

3,590

 

 

 

17.1

%

 

 

3,345

 

 

 

7.3

%

Equipment

 

 

3,507

 

 

 

3,195

 

 

 

9.8

%

 

 

3,723

 

 

 

(14.2

)%

Professional services

 

 

2,155

 

 

 

2,224

 

 

 

(3.1

)%

 

 

2,102

 

 

 

5.8

%

Regulatory fees

 

 

1,031

 

 

 

1,261

 

 

 

(18.2

)%

 

 

591

 

 

 

113.4

%

Acquisition related expenses

 

 

323

 

 

 

5,390

 

 

 

(94.0

)%

 

 

2,654

 

 

 

103.1

%

Amortization of intangibles

 

 

1,939

 

 

 

1,824

 

 

 

6.3

%

 

 

1,655

 

 

 

10.2

%

Other noninterest expense

 

 

7,375

 

 

 

5,760

 

 

 

28.0

%

 

 

5,422

 

 

 

6.2

%

Total noninterest expense

 

$

73,541

 

 

$

77,361

 

 

 

(4.9

)%

 

$

61,995

 

 

 

24.8

%

 

2021 compared to 2020

Despite the impact of the FCB and BOW acquisitions, salaries and employee benefits expense decreased primarily due to lower incentive compensation as mortgage banking results declined compared to 2020, as well as a decrease in severance expense. At December 31, 2021, our associate base increased to 397 employees compared to 380 at December 31, 2020.

Data processing and software expense increased from 2020 to 2021 primarily due to an increase in the volume of transactions from organic growth, a full year of our FCB and BOW operations and services related to the processing of PPP loans.

Our acquisition-related expenses decreased $5.1 million from 2020 to 2021 due to the absence of the FCB and BOW acquisitions recorded during 2020, and thereby, lower integration-related expenses.

Our efficiency ratio was 54.94% and 67.40% for 2021 and 2020, respectively. The efficiency ratio is the ratio of noninterest expense to the sum of net interest income and noninterest income and measures the amount of expense that is incurred to generate a dollar of revenue. The improvement in efficiency ratio for 2021 is primarily attributable to greater expense discipline in accordance with the Company's core strategy.

 

48

 

2020 compared to 2019

The increase in salaries and employee benefits was driven primarily by the incremental increase in compensation costs related to our acquisitions of FCB and BOW, as well as increased compensation associated with strong revenue growth in mortgage banking. At December 31, 2020, our associate base increased to 380 compared to 289 at December 31, 2019.

Data processing and software expense increased from 2019 to 2020 primarily due to an increase in the volume of transactions from organic growth, costs associated with running dual systems related to our acquisitions of FCB and BOW and insourcing certain IT related functions. The acquisition related systems conversion was successfully completed during the third quarter of 2020.

The increase in occupancy expense from 2019 to 2020 was largely attributable to increased depreciation and other facilities related expenses associated with our acquisitions of FCB and BOW as well as the increasing cost of managing our IT network.

Amortization of intangibles increased from 2019 to 2020 due to the new core deposit intangible recorded in connection with the FCB and BOW acquisitions.

Our efficiency ratio was 64.70% and 67.41% for 2020 and 2019, respectively. The efficiency ratio decreased in 2020 due to operational improvements and synergies achieved through the FCB and BOW acquisitions.

Income Taxes

2021 compared to 2020

We recorded income tax expense of $12.7 million and $6.0 million in 2021 and 2020, respectively. Our effective income tax rate for 2021 and 2020 was 20.7% and 19.6%, respectively. Our effective tax rate differs from the statutory tax rate by our investments in qualified municipal securities, tax benefits from our real estate investment trust, company owned life insurance, state tax credits, net of the effect of certain non-deductible expenses and the recognition of excess tax benefits related to stock compensation. The higher effective tax rate in 2021 compared to 2020 is mainly the result of net operating loss carryback provisions associated with the CARES Act in 2020.

2020 compared to 2019

We recorded income tax expense of $6.0 million and $6.8 million in 2020 and 2019, respectively. Our effective income tax rate for 2020 and 2019 was 19.6% and 23.4%, respectively. The lower effective tax rate in 2020 compared to 2019 is mainly the result of net operating loss carryback provisions associated with the CARES Act in 2020.

Financial Condition

2021 compared to 2020

Total assets increased $146.0 million or 4.9%, from December 31, 2020 to December 31, 2021. Loans held for investment grew from $1.884 billion at December 31, 2020 to $1.966 billion at December 31, 2021, a 4.4% increase. The increase was supported by organic loan growth partially offset by approximately $159.5 million in net paydowns of forgiven PPP loans by the SBA. Loans held for sale decreased $103.3 million or 55.2%, during 2021 which is primarily related to the timing of selling residential and commercial real estate loans. Cash and cash equivalents increased $137.7 million or 49.6% as the Company continued to experience excess liquidity and grow deposits.

Total liabilities increased $109.4 million or 4.1% from December 31, 2020 to December 31, 2021. Deposits increased $116.3 million to $2.684 billion at December 31, 2021, a 4.5% increase. While in the short-term the Company is experiencing a period of excess liquidity, a key longer-term strategic initiative is to create a stronger deposit-led culture with an emphasis on lower cost relationship-based deposits. As of December 31, 2021, the Company’s lowest cost deposit category, noninterest bearing, increased $62.2 million December 31, 2020 to December 31, 2021, while higher cost time deposits decreased $96.5 million or 20.5%. Other changes in deposits from 2020 to 2021 included a $100.5 million increase or 11.9% in interest-bearing deposits and a $50.0 million or 8.5% increase in savings and money market accounts.

 

49

 

2020 compared to 2019

Total assets increased $946.9 million or 46.5% from December 31, 2019 to December 31, 2020. Loans held for investment grew from $1.418 billion at December 31, 2019 to $1.884 billion at December 31, 2020, a 32.9% increase. Loans held for sale increased $16.3 million or 9.6% during 2020 which is primarily related to the timing of selling residential and commercial real estate loans. Available for sale securities increased $278.1 million, or 128%, as the Company deployed excess capital into such investments. Also, included in these changes is growth from our acquisitions of FCB and BOW which included $514.7 million in total assets, primarily made up of $294.7 million in loans and $98.7 million in securities.

Total liabilities increased $876.5 million, or 49.7%, from December 31, 2019 to December 31, 2020. Deposits increased from $1.729 billion at December 31, 2019 to $2.568 billion at December 31, 2020, a 48.5% increase. Included in liabilities is the third quarter issuance of $29.4 million in subordinated debt during the onset of the COVID-19 pandemic. In addition, total liabilities and deposits acquired in our FCB and BOW acquisitions were $447.4 million and $442.7 million, respectively.

Investment Securities

The investment portfolio plays a key role in the management of liquidity and interest rate risk, and provides another source of interest income. In managing the composition of the balance sheet, we seek a balance between earnings sources and credit and liquidity considerations. We manage our investment portfolio according to a written investment policy approved by our board of directors. Balances in our investment portfolio are subject to change over time based on our funding needs and interest rate risk management objectives. Our liquidity levels take into account anticipated future cash flows and all available sources of funds, and are maintained at levels we believe are appropriate to assure future flexibility in meeting our anticipated funding needs.

Our investment portfolio consists primarily of securities issued by U.S. government-sponsored agencies, agency mortgage-backed securities, obligations of states and political subdivisions, asset-backed securities and other debt securities, all with varying contractual maturities. However, these maturities do not necessarily represent the expected life of the securities as some of these securities may be called or paid down without penalty prior to their stated maturities. The investment portfolio is regularly reviewed by the Asset Liability Management committee, or ALCO, of the bank to ensure an appropriate risk and return profile as well as for adherence to the investment policy.

50

 

Our investment portfolio totaled $461.2 million, $488.6 million, and $216.4 million at December 31, 2021, 2020 and 2019, respectively. Our investment portfolio increased significantly in 2020 as part of our efforts to improve balance sheet management through investing in high quality securities and deploying excess liquidity resulting from increased deposits. See “Note 3 to our Consolidated Financial Statements” for additional information on our investment securities.

The following table presents the fair value of our securities as of December 31, 2021 by their stated maturities (this maturity schedule excludes security prepayment and call features), as well as the weighted average yields for each maturity range.

 

 

 

Due in one year or less

 

 

Due in one year to five years

 

 

Due in five years to ten years

 

 

Due after ten years

 

 

 

Fair Value

 

 

Weighted Average Yield

 

 

Fair Value

 

 

Weighted Average Yield

 

 

Fair Value

 

 

Weighted Average Yield

 

 

Fair Value

 

 

Weighted Average Yield

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. government agency securities

 

$

2,024

 

 

 

2.4

%

 

$

3,300

 

 

 

2.3

%

 

$

6,179

 

 

 

1.8

%

 

$

—

 

 

 

—

 

State and municipal securities

 

 

7,518

 

 

 

3.1

%

 

 

16,929

 

 

 

3.1

%

 

 

50,517

 

 

 

2.4

%

 

 

7,596

 

 

 

1.7

%

Mortgage-backed securities

 

 

2,574

 

 

 

3.6

%

 

 

252,544

 

 

 

1.2

%

 

 

35,336

 

 

 

1.3

%

 

 

3,153

 

 

 

2.9

%

Asset-backed securities

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,339

 

 

 

1.0

%

 

 

—

 

 

 

—

 

Other debt securities

 

 

6,813

 

 

 

2.8

%

 

 

60,128

 

 

 

3.6

%

 

 

1,446

 

 

 

5.5

%

 

 

—

 

 

 

—

 

Total securities available for sale

 

$

18,929

 

 

 

3.0

%

 

$

332,901

 

 

 

1.7

%

 

$

96,817

 

 

 

2.0

%

 

$

10,749

 

 

 

2.1

%

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal securities

 

$

521

 

 

 

3.1

%

 

$

1,309

 

 

 

3.1

%

 

$

—

 

 

 

—

 

 

$

—

 

 

 

—

 

Total securities held to maturity

 

$

521

 

 

 

3.1

%

 

$

1,309

 

 

 

3.1

%

 

$

—

 

 

 

—

 

 

$

—

 

 

 

—

 

 

Loans and Leases

Loans and leases are our largest category of earning assets and typically provide higher yields than other types of earning assets. Associated with the higher loan yields are the inherent credit and liquidity risks that we attempt to control and counterbalance.

The composition of gross loans and leases at December 31 for each of the past five years and the percentage of each classification to total loans are summarized as follows:

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

 

December 31, 2017

 

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

Commercial real estate - owner occupied

 

$

209,261

 

 

10.6

%

 

$

162,603

 

 

8.6

%

 

$

172,456

 

 

12.2

%

 

$

141,864

 

 

9.9

%

 

$

101,132

 

 

10.7

%

Commercial real estate - non-owner occupied

 

 

616,023

 

 

31.3

%

 

 

481,229

 

 

25.5

%

 

 

387,443

 

 

27.3

%

 

 

408,582

 

 

28.6

%

 

 

249,490

 

 

26.3

%

Consumer real estate

 

 

326,412

 

 

16.6

%

 

 

343,791

 

 

18.3

%

 

 

256,097

 

 

18.1

%

 

 

253,562

 

 

17.8

%

 

 

102,581

 

 

10.8

%

Construction and land development

 

 

214,310

 

 

10.9

%

 

 

174,859

 

 

9.3

%

 

 

143,111

 

 

10.1

%

 

 

174,670

 

 

12.2

%

 

 

82,586

 

 

8.7

%

Commercial and industrial

 

 

497,615

 

 

25.3

%

 

 

623,446

 

 

33.1

%

 

 

391,951

 

 

27.6

%

 

 

402,809

 

 

28.2

%

 

 

373,248

 

 

39.4

%

Consumer

 

 

46,811

 

 

2.4

%

 

 

44,279

 

 

2.4

%

 

 

28,426

 

 

2.0

%

 

 

25,615

 

 

1.8

%

 

 

6,862

 

 

0.8

%

Other

 

 

55,337

 

 

2.8

%

 

 

53,483

 

 

2.8

%

 

 

38,161

 

 

2.7

%

 

 

20,901

 

 

1.5

%

 

 

31,638

 

 

3.3

%

Total gross loans held for investment

 

$

1,965,769

 

 

100.0

%

 

$

1,883,690

 

 

100.0

%

 

$

1,417,645

 

 

100.0

%

 

$

1,428,003

 

 

100.0

%

 

$

947,537

 

 

100.0

%

 

Over the past five years, we have experienced significant growth in our loan portfolio. During 2017 and continuing through 2021, we recognized growth in the commercial real estate loan classifications reflecting the development of the Target Market in which we operate. The acquisitions of Athens, FCB and BOW have increased various loan

51

 

balance classifications and provided further diversity in our loan portfolio through more consumer-oriented loan products.

Our primary focus has been on commercial and industrial and commercial real estate lending, which constituted 67% of our loan portfolio as of December 31, 2021. Although we expect continued growth with respect to our loan portfolio, we do not expect any significant changes over the foreseeable future in the composition of our loan portfolio or in our emphasis on commercial lending. Our loan growth since inception has been reflective of the Target Market in which we serve. The commercial real estate category includes owner-occupied commercial real estate loans which are similar in many ways to our commercial and industrial lending in that these loans are generally made to businesses on the basis of the cash flows of the affiliated business rather than on the valuation and cash flows of the real estate from unaffiliated tenants. Since 2009, our commercial and industrial and commercial real estate portfolios have continued to experience strong growth, primarily due to implementation of our relationship-based banking model and the success of our relationship managers in transitioning commercial banking relationships from other local financial institutions and in competing for new business from attractive small to mid-sized commercial clients. Many of our larger commercial clients have lengthy relationships with members of our senior management team or our relationship managers that date back to their employment by other financial institutions.

The repayment of loans is a source of additional liquidity for us. The following table details maturities and sensitivity to interest rate changes for our loan portfolio at December 31, 2021.

 

 

 

December 31, 2021

 

 

 

Due in 1 year or less

 

 

Due in 1-5 years

 

 

Due after 5-15 years

 

 

Due after 15 years

 

 

Total

 

Commercial real estate

 

$

50,351

 

 

$

432,346

 

 

$

307,238

 

 

$

35,349

 

 

$

825,284

 

Consumer real estate

 

 

15,674

 

 

 

47,357

 

 

 

185,319

 

 

 

78,062

 

 

 

326,412

 

Construction and land development

 

 

52,776

 

 

 

98,993

 

 

 

25,243

 

 

 

37,298

 

 

 

214,310

 

Commercial and industrial

 

 

144,981

 

 

 

233,337

 

 

 

115,806

 

 

 

3,491

 

 

 

497,615

 

Consumer

 

 

12,568

 

 

 

31,964

 

 

 

2,252

 

 

 

27

 

 

 

46,811

 

Other

 

 

5,983

 

 

 

19,735

 

 

 

29,619

 

 

 

—

 

 

 

55,337

 

Gross loans

 

$

282,333

 

 

$

863,732

 

 

$

665,477

 

 

$

154,227

 

 

$

1,965,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate sensitivity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed interest rates

 

 

111,789

 

 

 

544,463

 

 

 

388,459

 

 

 

39,986

 

 

 

1,084,697

 

Floating or adjustable interest rates

 

 

170,544

 

 

 

319,269

 

 

 

277,018

 

 

 

114,241

 

 

 

881,072

 

Total gross loans

 

$

282,333

 

 

$

863,732

 

 

$

665,477

 

 

$

154,227

 

 

$

1,965,769

 

 

The information presented in the table above is based upon the contractual maturities of the individual loans, which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms at their maturity. Consequently, we believe that this treatment presents fairly the maturity structure of the loan portfolio.

Asset Quality

One of our key objectives is to maintain a high level of asset quality in our loan portfolio. We utilize disciplined and thorough underwriting processes that collaboratively engage our seasoned and experienced business bankers and credit underwriters in the analysis of each loan request. Based upon our aggregate exposure to any given borrower relationship, we employ scaled review of loan originations that may involve senior credit officers, our Chief Credit Officer, our Chief Credit Policy Officer, our bank’s Credit Committee or, ultimately, our full board of directors. In addition, we have adopted underwriting guidelines to be followed by our lending officers that require senior management review of proposed extensions of credit exceeding certain thresholds. When delinquencies exist, we monitor the levels of such delinquencies for any negative or adverse trends. Our loan review procedures include approval of lending policies and underwriting guidelines by the board of directors of our bank, an independent loan review, approval of larger credit relationships by our bank’s Credit Committee and loan quality documentation procedures. Like other financial institutions, we are subject to the risk that our loan portfolio will be subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

52

 

We target small and medium sized businesses, the owners and operators of such businesses and other consumers and high net worth individuals as loan clients. Because of their size, these borrowers may be less able to withstand competitive or economic pressures than larger borrowers in periods of economic weakness. If loan losses occur at a level where the allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease. We use an independent consulting firm to review our loans for quality in addition to the reviews that may be conducted internally and by bank regulatory agencies as part of their examination process. Our bank has procedures and processes in place intended to assess whether losses exceed the potential amounts documented in our bank’s impairment analyses and to reduce potential losses in the remaining performing loans within our loan portfolio. These procedures and processes include the following:

•
we monitor the past due and overdraft reports on a weekly basis to identify deterioration as early as possible and the placement of identified loans on the watch list;
•
we perform quarterly credit reviews for all watch list/classified loans, including formulation of action plans. When a workout is not achievable, we move to collection/foreclosure proceedings to obtain control of the underlying collateral as rapidly as possible to minimize the deterioration of collateral and/or the loss of its value;
•
we require updated financial information, global inventory aging and interest carry analysis where appropriate for existing borrowers to help identify potential future loan payment problems; and
•
we generally limit loans for new construction to established builders and developers that have an established record of turning their inventories, and we restrict our funding of undeveloped lots and land.

Our bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Our bank analyzes loans individually by classifying each loan as to credit risk. This analysis includes all commercial loans and consumer relationships with an outstanding balance greater than $500,000, individually. This analysis is performed on a regular basis by the relationship managers and credit department personnel. On at least an annual basis an independent party performs a formal credit risk review of a sample of the loan portfolio. Among other things, this review assesses the appropriateness of the risk rating of each loan in the sample. See “Note 4 to our Consolidated Financial Statements” for a table that provides the risk category of loans by applicable class of loans.

Non-Performing Loans and Assets

Information summarizing non-performing assets, including non-accrual loans follows.

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

Non-accrual loans

 

$

3,258

 

 

$

4,817

 

 

$

1,464

 

 

$

2,078

 

 

$

2,695

 

Troubled debt restructurings

 

 

1,832

 

 

 

1,928

 

 

 

2,717

 

 

 

1,391

 

 

 

1,206

 

Loans past due greater than 90 days and still accruing

 

 

1,380

 

 

 

3,296

 

 

 

38

 

 

 

214

 

 

 

231

 

Non-performing loans

 

 

3,258

 

 

 

4,817

 

 

 

1,464

 

 

 

2,078

 

 

 

2,695

 

Foreclosed real estate

 

 

266

 

 

 

523

 

 

 

1,044

 

 

 

988

 

 

 

—

 

Non-performing assets

 

$

3,524

 

 

$

5,340

 

 

$

2,508

 

 

$

3,066

 

 

$

2,695

 

Non-performing loans as a percentage of total loans

 

 

0.17

%

 

 

0.25

%

 

 

0.10

%

 

 

0.15

%

 

 

0.28

%

Non-performing assets as a percentage of total assets

 

 

0.11

%

 

 

0.18

%

 

 

0.12

%

 

 

0.16

%

 

 

0.20

%

 

53

 

 

The balance of non-performing assets can fluctuate due to changes in economic conditions. We have established a policy to discontinue accruing interest on loans (that is, place the loans on non-accrual status) after they have become 90 days delinquent as to payment of principal or interest, unless the loans are considered to be well-collateralized and are in the process of collection. Consumer loans and any accrued interest are typically charged off no later than 180 days past due. In addition, a loan will not be placed on non-accrual status before it becomes 90 days delinquent unless management believes that the collection of all principal and interest is not expected in a timely manner. Interest previously accrued but uncollected on such loans is reversed and charged against interest income when the receivable is determined to be uncollectible. If we believe that a loan will not be collected in full, we will increase the allowance for loan losses to reflect management’s estimate of any potential exposure or loss. Generally, payments received on non-accrual loans are applied directly to principal. As of December 31, 2021, there were not any loans, outside of those included in the table above, that cause management to have serious doubts as to the ability of borrowers to comply with present repayment terms.

Due to the weakening credit status of a borrower, we may elect to formally restructure certain loans to facilitate a repayment plan that seeks to minimize the potential losses, if any, that we might incur. The effect of these changes is assessed to determine if the loan should be classified as a Troubled Debt Restructure. Loans that have been restructured that are on non-accruing status as of the date of restructuring, are included in the nonperforming loan balances as discussed above and are classified as impaired loans. Loans that have been restructured that are on accrual status as of the restructure date are not included in nonperforming loans; however, such loans are still considered impaired.

Allowance for Loan Losses (allowance)

Our allowance for loan losses represents our estimate of probable inherent credit losses in the loan portfolio. We determine the allowance based on an ongoing evaluation of risk as it correlates to potential losses within the portfolio. Increases in the allowance are made by charges to the provision for loan losses. Loans deemed to be uncollectible are charged against the allowance. Recoveries of previously charged-off amounts are credited to our allowance. The judgments and estimates associated with our allowance determination are described under “Critical Accounting Policies and Estimates” above and in Notes 1 and 4 to the “Notes to Consolidated Financial Statements.”

While no portion of our allowance is in any way restricted to any individual loan or group of loans and the entire allowance is available to absorb losses from any and all loans, the following tables represent management’s allocation of our allowance to specific loan categories for the periods indicated.

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

 

December 31, 2017

 

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

Commercial real estate

 

$

7,124

 

 

32.8

%

 

$

7,349

 

 

31.6

%

 

$

3,599

 

 

28.6

%

 

$

3,309

 

 

27.3

%

 

$

3,324

 

 

24.2

%

Consumer real estate

 

 

2,412

 

 

11.1

%

 

 

1,831

 

 

7.9

%

 

 

1,231

 

 

9.8

%

 

 

1,005

 

 

8.3

%

 

 

1,063

 

 

7.7

%

Construction and land development

 

 

3,769

 

 

17.4

%

 

 

3,476

 

 

15.0

%

 

 

2,058

 

 

16.3

%

 

 

2,431

 

 

20.1

%

 

 

1,628

 

 

11.9

%

Commercial and industrial

 

 

7,441

 

 

34.3

%

 

 

9,708

 

 

41.8

%

 

 

5,074

 

 

40.3

%

 

 

5,036

 

 

41.6

%

 

 

7,209

 

 

52.5

%

Consumer

 

 

397

 

 

1.8

%

 

 

305

 

 

1.3

%

 

 

222

 

 

1.8

%

 

 

105

 

 

0.9

%

 

 

91

 

 

0.7

%

Other

 

 

555

 

 

2.6

%

 

 

576

 

 

2.5

%

 

 

420

 

 

3.3

%

 

 

227

 

 

1.9

%

 

 

406

 

 

3.0

%

Total allowance for loan and lease losses

 

$

21,698

 

 

100.0

%

 

$

23,245

 

 

100.0

%

 

$

12,604

 

 

100.0

%

 

$

12,113

 

 

100.0

%

 

$

13,721

 

 

100.0

%

 

Changes in the allocation of the allowance from year to year in various categories are influenced by the level of net charge-offs in respective categories and other factors including, but not limited to, an evaluation of the impact of current economic conditions and trends, risk allocations tied to specific loans or groups of loans and changes in qualitative allocations. Management believes that allocations for each loan category are reasonable and reflective of risk inherent in the portfolio.

54

 

Deposits

Client deposits are the primary funding source for our loan growth. The following table presents the average balance and average rate paid on deposits for each of the following categories for the periods indicated.

 

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

Average Balance

 

 

Average Rate Paid

 

 

Average Balance

 

 

Average Rate Paid

 

 

Average Balance

 

 

Average Rate Paid

 

Types of Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

 

$

725,075

 

 

 

0.00

%

 

$

558,416

 

 

 

0.00

%

 

$

315,031

 

 

 

0.00

%

Interest-bearing transaction accounts

 

 

955,553

 

 

 

0.17

%

 

 

744,144

 

 

 

0.52

%

 

 

499,468

 

 

 

1.51

%

Money market accounts

 

 

451,947

 

 

 

0.23

%

 

 

463,183

 

 

 

1.10

%

 

 

444,685

 

 

 

1.62

%

Savings accounts

 

 

142,705

 

 

 

0.11

%

 

 

86,350

 

 

 

0.11

%

 

 

49,902

 

 

 

0.08

%

Time deposits

 

 

417,770

 

 

 

0.69

%

 

 

407,224

 

 

 

1.31

%

 

 

361,956

 

 

 

2.08

%

Total deposits

 

$

2,693,050

 

 

 

0.21

%

 

$

2,259,317

 

 

 

0.64

%

 

$

1,671,042

 

 

 

1.34

%

 

Total average deposits increased 19.2% in 2021 compared to 2020 and increased 35.2% in 2020 compared to 2019. Much of the growth in deposits in 2020 is related to our acquisitions of FCB and BOW. However, we have been able to increase average noninterest-bearing demand deposits each year as we focus on building and expanding client relationships and delivering on our core deposit-led strategy. The Target Market is an already competitive market, which has been further impacted by the COVID-19 pandemic and its variants.

The maturities of time deposits that exceed the FDIC insurance limit of $250 thousand at December 31, 2021 are as follows ($ in thousands):

 

 

 

December 31, 2021

 

 

 

Three months or less

 

 

Over three through six months

 

 

Over six through twelve months

 

 

Over twelve months

 

 

Total

 

Time deposits in excess of FDIC insurance limit

 

$

18,005

 

 

$

14,908

 

 

$

14,209

 

 

$

8,249

 

 

$

55,371

 

 

Capital Adequacy

As of December 31, 2021, CapStar Financial’s capital ratios were as follows.

 

 

Well Capitalized Guidelines

 

December 31, 2021

Total risk-based capital

10.00%

 

16.29%

Tier 1 risk-based capital

8.00%

 

14.11%

Common equity tier 1 capital

6.50%

 

14.11%

Tier 1 leverage

5.00%

 

10.69%

 

See Note 16 to the “Notes to Consolidated Financial Statements” for additional information related to our capital position.

Market and Liquidity Risk Management

Our objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of our established liquidity, loan, investment, borrowing, and capital policies. Our ALCO is charged with the responsibility of monitoring these policies, which are designed to ensure an acceptable composition of asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management.

Interest Rate Simulation Sensitivity Analysis

Managing interest rate risk is fundamental for the financial services industry. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity while attempting to optimize net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.

55

 

We use earnings at risk, or EAR, simulations to assess the impact of changing rates on earnings under a variety of scenarios and time horizons. The simulation model is designed to reflect the dynamics of interest earning assets, interest bearing liabilities and off-balance sheet financial instruments. These simulations utilize both instantaneous and parallel changes in the level of interest rates, as well as gradual and non-parallel changes such as changing slopes and twists of the yield curve. Static simulation models are based on current exposures and assume a constant balance sheet with no growth. By estimating the effects of interest rate increases and decreases, the model can reveal approximate interest rate risk exposure. The simulation model is used by management to gauge approximate results given a specific change in interest rates at a given point in time. The model is therefore a tool to indicate earnings trends in given interest rate scenarios and does not indicate actual expected results.

At December 31, 2021, our EAR static simulation results indicated that our balance sheet is asset sensitive to parallel shifts in interest rates. This indicates that our assets generally reprice faster than our liabilities, which results in a favorable impact to net interest income when market interest rates increase and an unfavorable impact to net interest income when market interest rates decline. Many assumptions are used to calculate the impact of interest rate fluctuations on our net interest income, such as asset prepayments, non-maturity deposit price sensitivity, and key rate drivers. Because of the inherent use of these estimates and assumptions in the model, our actual results may, and most likely will, differ from our static EAR results. In addition, static EAR results do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates or client behavior. For example, as part of our asset/liability management strategy, management has the ability to increase asset duration and/or decrease liability duration in order to reduce asset sensitivity, or to decrease asset duration and/or increase liability duration in order to increase asset sensitivity.

The following table illustrates the results of our EAR analysis to determine the extent to which our net interest income over the next 12 months would change if prevailing interest rates increased or decreased by the specified amounts.

 

 

 

Net interest income change

Increase 200bp

 

4.6%

Increase 100bp

 

1.9

Decrease 100bp

 

(3.9)

 

Liquidity Risk Management

Liquidity risk is the risk that we will be unable to meet our obligations as they become due because of an inability to liquidate assets or obtain adequate funding. To manage liquidity risk, management has established a comprehensive management process for identifying, measuring, monitoring and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include: effective corporate governance consisting of oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems (including assessments of the current and prospective cash flows or sources and uses of funds) that are commensurate with the complexity and business activities of the Bank; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the institution’s liquidity risk management process.

The role of liquidity management is to ensure funds are available to meet depositors’ withdrawal and borrowers’ credit demands while at the same time optimizing financial results within our corporate guidelines. This is accomplished by balancing changes in demand for funds with changes in the supply of those funds. Liquidity is provided by short-term liquid assets that can be converted to cash, investment securities available-for-sale, various lines of credit available to us, and the ability to attract funds from external sources, principally deposits.

Our most liquid assets are comprised of cash and due from banks, available-for-sale marketable investment securities and federal funds sold. The fair value of the available-for-sale investment portfolio was $459.4 million at December 31, 2021. We pledge portions of our investment securities portfolio to secure public fund deposits, derivative positions and Federal Home Loan Bank (“FHLB”) advances. At December 31, 2021, total investment securities pledged for these purposes comprised 41% of the estimated fair value of the entire investment portfolio, leaving $272.5 million of unpledged securities.

56

 

We have a large base of non-maturity customer deposits, defined as demand, savings, and money market deposit accounts. At December 31, 2021, such deposits totaled $2.3 billion and represented 86% of our total deposits.

Other sources of funds available to meet daily needs include FHLB advances. As a member of the FHLB of Cincinnati, the Company has access to credit products offered by the FHLB. At December 31, 2021, available credit from the FHLB totaled $154.4 million. Additionally, we had available credit from the Federal Reserve of $244.8 million and available federal funds purchased lines with correspondent banks totaling $145.0 million at December 31, 2021.

The principal source of cash for CapStar Financial is dividends paid to it as the sole shareholder of the Bank. At December 31, 2021, the Bank was able to pay up to $82.5 million in dividends to CapStar Financial without regulatory approval subject to the ongoing capital requirements of the Bank.

Accordingly, management believes that our funding sources are at sufficient levels to satisfy our short-term and long-term liquidity needs.

Contractual Obligations

The following table presents additional information about contractual obligations as of December 31, 2021, which by their terms have contractual maturity and termination dates subsequent to December 31, 2021.

 

Contractual Obligations:

 

Due in 1 year or less

 

 

Due after 1 through 3 years

 

 

Due after 3 through 5 years

 

 

Due after 5 years

 

 

Total

 

Subordinated debt

 

$

—

 

 

$

—

 

 

$

—

 

 

$

29,532

 

 

$

29,532

 

Certificates of deposits

 

 

300,251

 

 

 

58,984

 

 

 

13,208

 

 

 

606

 

 

 

373,049

 

Lease liabilities

 

 

1,751

 

 

 

3,143

 

 

 

2,701

 

 

 

6,239

 

 

 

13,834

 

Total

 

$

302,002

 

 

$

62,127

 

 

$

15,909

 

 

$

36,377

 

 

$

416,415

 

 

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions that, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our clients. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets. Most of these commitments mature within two years and are expected to expire without being drawn upon. Standby letters of credit as well as commitments to extend credit are included in the determination of the amount of risk-based capital that the Company and the Bank are required to hold.

We enter into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon clients maintaining specific credit standards until the time of loan funding.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a client to a third party. In the event that the client does not perform in accordance with the terms of the agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the client. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

We minimize our exposure to loss under loan commitments and standby letters of credit by subjecting them to the same credit approval and monitoring procedures as we do for on-balance sheet instruments. We assess the credit risk associated with certain commitments to extend credit and establish a liability for probable credit losses. The effect on our revenue, expenses, cash flows and liquidity of the unused portions of these commitments cannot be reasonably predicted because there is no guarantee that the lines of credit will be used.

57

 

Our off-balance sheet arrangements are summarized in the following table for the periods indicated.

 

 

 

Contract or notional amount

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

Financial instruments whose contract amounts represent
   credit risk:

 

 

 

 

 

 

 

 

 

Unused commitments to extend credit

 

$

831,075

 

 

$

804,520

 

 

$

672,933

 

Standby letters of credit

 

 

10,623

 

 

 

10,403

 

 

 

9,634

 

Total

 

$

841,698

 

 

$

814,923

 

 

$

682,567

 

 

Non-GAAP Financial Measures

This Report 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”): tangible common equity, tangible common equity to total tangible assets, tangible common equity per share and allowance for loan losses plus fair value purchase accounting marks to non-PPP loans. The Company believes that these 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 the Company’s business, and (iii) allow investors to evaluate the Company’s performance in a manner similar to management, the financial services industry, bank stock analysts and bank regulators; however, the Company 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.

The following table presents a reconciliation of tangible common equity, tangible common equity to total tangible assets and tangible book value per share of common stock to the most directly comparable GAAP financial measures.

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

 

December 31, 2017

 

Total equity

 

$

380,094

 

 

$

343,486

 

 

$

273,046

 

 

$

254,379

 

 

$

146,946

 

Less core deposit intangible

 

 

(6,691

)

 

 

(8,630

)

 

 

(6,883

)

 

 

(8,538

)

 

 

(23

)

Less goodwill

 

 

(41,068

)

 

 

(41,068

)

 

 

(37,510

)

 

 

(37,510

)

 

 

(6,219

)

Less preferred equity

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(9,000

)

 

 

(9,000

)

Tangible common equity

 

$

332,335

 

 

$

293,788

 

 

$

228,653

 

 

$

199,331

 

 

$

131,704

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

3,133,046

 

 

$

2,987,006

 

 

$

2,037,201

 

 

$

1,963,883

 

 

$

1,344,429

 

Less core deposit intangible

 

 

(6,691

)

 

 

(8,630

)

 

 

(6,883

)

 

 

(8,538

)

 

 

(23

)

Less goodwill

 

 

(41,068

)

 

 

(41,068

)

 

 

(37,510

)

 

 

(37,510

)

 

 

(6,219

)

Total tangible assets

 

$

3,085,287

 

 

$

2,937,308

 

 

$

1,992,808

 

 

$

1,917,835

 

 

$

1,338,187

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders' equity to total assets

 

 

12.13

%

 

 

11.50

%

 

 

13.40

%

 

 

12.95

%

 

 

10.93

%

Tangible common equity ratio

 

 

10.77

%

 

 

10.00

%

 

 

11.47

%

 

 

10.39

%

 

 

9.84

%

Total shares of common stock outstanding

 

 

22,166,129

 

 

 

21,988,803

 

 

 

18,361,922

 

 

 

17,724,721

 

 

 

11,582,026

 

Book value per share of common stock

 

$

21.03

 

 

$

15.62

 

 

$

14.87

 

 

$

13.84

 

 

$

11.91

 

Tangible book value per share of common stock

 

 

14.99

 

 

 

13.36

 

 

 

12.45

 

 

 

11.25

 

 

 

11.37

 

 

58

 

 

The following table presents a reconciliation of allowance for loan losses plus fair value purchase accounting marks to non-PPP loans for the most directly comparable GAAP financial measures.

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

Allowance for loan losses

 

$

21,698

 

 

$

23,245

 

 

$

12,604

 

Purchase accounting marks

 

 

3,003

 

 

 

3,663

 

 

 

3,473

 

Allowance for loan losses and purchase accounting fair value marks

 

 

24,701

 

 

 

26,908

 

 

 

16,077

 

 

 

 

 

 

 

 

 

 

 

Loans held for investment

 

 

1,965,769

 

 

 

1,883,690

 

 

 

1,417,645

 

Less: PPP Loans net of deferred fees

 

 

26,539

 

 

 

181,601

 

 

 

—

 

Non-PPP Loans

 

 

1,939,230

 

 

 

1,702,089

 

 

 

1,417,645

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses plus fair value marks / Non-PPP Loans

 

 

1.27

%

 

 

1.58

%

 

 

1.13

%

 

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements are discussed in Note 1 to the “Notes to Consolidated Financial Statements” in this Report.

Impact of Inflation

The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with U.S. GAAP and practices within the banking industry which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by this item is included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market and Liquidity Risk Management – Interest Rate Simulation Sensitivity Analysis” and is incorporated herein by reference.

59

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

 

 

Page(s)

 

 

 

Report of Independent Registered Public Accounting Firm- Financial Statements [PCAOB ID 149]

 

61

Report of Independent Registered Public Accounting Firm - Internal Control over Financial Reporting [PCAOB ID 149]

 

63

 

 

 

Consolidated Financial Statements:

 

 

Consolidated Balance Sheets

 

64

Consolidated Statements of Income

 

65

Consolidated Statements of Comprehensive Income

 

66

Consolidated Statements of Changes in Shareholders’ Equity

 

67

Consolidated Statements of Cash Flows

 

68

Notes to Consolidated Financial Statements

 

69

 

 

60

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of CapStar Financial Holdings, Inc.:

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of CapStar Financial Holdings, Inc. and its subsidiary (the “Company”) as of December 31, 2021 and 2020 and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 4, 2022 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Allowance for Loan Losses

 

As described in Note 4 to the Company’s financial statements, the Company has a gross loan portfolio of approximately $1.97 billion and related allowance for loan losses of approximately $21.7 million as of December 31, 2021. As described by the Company in Note 1, the evaluation of the allowance for loan losses is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance for loan losses is evaluated on a regular basis and is based upon the Company’s review of the collectability of the loans in light of peer group historical loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors.

61

 

 

We identified the Company’s estimate of the allowance for loan losses as a critical audit matter. The principal considerations for our determination of the allowance for loan losses as a critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these complex judgments and assumptions by the Company involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed.

 

The primary procedures we performed to address this critical audit matter included the following:

 

•
We tested the design and operating effectiveness of controls relating to the Company’s determination of the allowance for loan losses, including controls over the qualitative factors.
•
We evaluated the relevance and the reasonableness of assumptions related to evaluation of the loan portfolio, current economic conditions, and other risk factors used in development of the qualitative factors for collectively evaluated loans.
•
We validated the completeness and accuracy of the underlying data used to develop the factors.
•
We validated the mathematical accuracy of the calculation.
•
We evaluated the reasonableness of assumptions and data used by the Company in developing the qualitative factors by comparing these data points to internally developed and third-party sources, as well as other audit evidence gathered.
•
Analytical procedures were performed to evaluate the directional consistency of changes that occurred in the allowance for loan losses for loans collectively evaluated for impairment.

 

We have served as the Company's auditor since 2017.

 

/s/ Elliott Davis, LLC

Franklin, Tennessee

March 4, 2022

 

62

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of CapStar Financial Holdings, Inc.:

 

Opinion on the Internal Control Over Financial Reporting

 

We have audited CapStar Financial Holdings, Inc. and Subsidiary's (the “Company”) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020 and the related consolidated statements of income, comprehensive income, change in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021 of the Company and our report dated March 4, 2022 expressed an unqualified opinion.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company's 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ Elliott Davis, LLC

Franklin, Tennessee

March 4, 2022

63

 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

Cash and due from banks

 

$

48,202

 

 

$

40,191

 

Interest-bearing deposits in financial institutions

 

 

347,023

 

 

 

237,248

 

Federal funds sold

 

 

19,900

 

 

 

—

 

Total cash and cash equivalents

 

 

415,125

 

 

 

277,439

 

Securities available-for-sale, at fair value

 

 

459,396

 

 

 

486,215

 

Securities held-to-maturity, fair value of $1,830 and $2,504
   at December 31, 2021 and 2020, respectively

 

 

1,782

 

 

 

2,407

 

Loans held for sale (includes $37,306 and $97,303 measured
   at fair value at December 31, 2021 and 2020, respectively)

 

 

83,715

 

 

 

186,998

 

Loans held for investment

 

 

1,965,769

 

 

 

1,883,690

 

Less allowance for loan losses

 

 

(21,698

)

 

 

(23,245

)

Loans, net

 

 

1,944,071

 

 

 

1,860,445

 

Premises and equipment, net

 

 

25,727

 

 

 

26,689

 

Restricted equity securities

 

 

14,453

 

 

 

15,562

 

Accrued interest receivable

 

 

7,376

 

 

 

8,771

 

Goodwill

 

 

41,068

 

 

 

41,068

 

Core deposit intangible, net

 

 

6,691

 

 

 

8,630

 

Other real estate owned, net

 

 

266

 

 

 

523

 

Other assets

 

 

133,376

 

 

 

72,259

 

Total assets

 

$

3,133,046

 

 

$

2,987,006

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Noninterest-bearing

 

$

725,171

 

 

$

662,934

 

Interest-bearing

 

 

944,605

 

 

 

844,101

 

Savings and money market accounts

 

 

641,456

 

 

 

591,438

 

Time

 

 

373,049

 

 

 

469,528

 

Total deposits

 

 

2,684,281

 

 

 

2,568,001

 

Federal Home Loan Bank advances

 

 

—

 

 

 

10,000

 

Subordinated debt

 

 

29,532

 

 

 

29,423

 

Other liabilities

 

 

39,139

 

 

 

36,096

 

Total liabilities

 

 

2,752,952

 

 

 

2,643,520

 

Shareholders’ equity:

 

 

 

 

 

 

Common stock, voting, $1 par value; 25,000,000 shares authorized;
 22,166,129  and 21,988,803 shares issued and outstanding
   at December 31, 2021 and 2020, respectively

 

 

22,166

 

 

 

21,989

 

Additional paid-in capital

 

 

248,709

 

 

 

246,890

 

Retained earnings

 

 

110,489

 

 

 

66,879

 

Accumulated other comprehensive (loss) income, net of income tax

 

 

(1,270

)

 

 

7,728

 

Total shareholders’ equity

 

 

380,094

 

 

 

343,486

 

Total liabilities and shareholders’ equity

 

$

3,133,046

 

 

$

2,987,006

 

 

See accompanying notes to consolidated financial statements.

64

 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Statements of Income

(Dollars in thousands, except share and per share data)

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

89,219

 

 

$

84,272

 

 

$

82,828

 

Securities:

 

 

 

 

 

 

 

 

 

Taxable

 

 

6,573

 

 

 

4,863

 

 

 

4,619

 

Tax-exempt

 

 

1,408

 

 

 

1,342

 

 

 

1,438

 

Federal funds sold

 

 

21

 

 

 

—

 

 

 

26

 

Restricted equity securities

 

 

640

 

 

 

576

 

 

 

755

 

Interest-bearing deposits in financial institutions

 

 

598

 

 

 

799

 

 

 

1,881

 

Total interest income

 

 

98,459

 

 

 

91,852

 

 

 

91,547

 

Interest expense:

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

1,626

 

 

 

3,868

 

 

 

7,538

 

Savings and money market accounts

 

 

1,203

 

 

 

5,196

 

 

 

7,266

 

Time deposits

 

 

2,873

 

 

 

5,317

 

 

 

7,542

 

Federal funds purchased

 

 

—

 

 

 

—

 

 

 

4

 

Securities sold under agreements to repurchase

 

 

—

 

 

 

—

 

 

 

5

 

Federal Home Loan Bank advances

 

 

12

 

 

 

356

 

 

 

1,444

 

Subordinated notes

 

 

1,575

 

 

 

792

 

 

 

—

 

Total interest expense

 

 

7,289

 

 

 

15,529

 

 

 

23,799

 

Net interest income

 

 

91,170

 

 

 

76,323

 

 

 

67,748

 

Provision for loan losses

 

 

(1,066

)

 

 

11,479

 

 

 

761

 

Net interest income after provision for loan losses

 

 

92,236

 

 

 

64,844

 

 

 

66,987

 

Noninterest income:

 

 

 

 

 

 

 

 

 

Deposit service charges

 

 

4,515

 

 

 

3,494

 

 

 

3,135

 

Interchange and debit card transaction fees

 

 

4,816

 

 

 

3,172

 

 

 

3,251

 

Mortgage banking

 

 

16,058

 

 

 

25,034

 

 

 

9,467

 

Tri-Net

 

 

8,613

 

 

 

3,693

 

 

 

2,785

 

Wealth management

 

 

1,850

 

 

 

1,573

 

 

 

1,425

 

SBA lending

 

 

2,060

 

 

 

1,440

 

 

 

803

 

Net gain (loss) on sale of securities

 

 

28

 

 

 

125

 

 

 

(99

)

Other noninterest income

 

 

4,741

 

 

 

4,717

 

 

 

3,507

 

Total noninterest income

 

 

42,681

 

 

 

43,248

 

 

 

24,274

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

41,758

 

 

 

45,252

 

 

 

35,542

 

Data processing and software

 

 

11,248

 

 

 

8,865

 

 

 

6,961

 

Occupancy

 

 

4,205

 

 

 

3,590

 

 

 

3,345

 

Equipment

 

 

3,507

 

 

 

3,195

 

 

 

3,723

 

Professional services

 

 

2,155

 

 

 

2,224

 

 

 

2,102

 

Regulatory fees

 

 

1,031

 

 

 

1,261

 

 

 

591

 

Acquisition related expenses

 

 

323

 

 

 

5,390

 

 

 

2,654

 

Amortization of intangibles

 

 

1,939

 

 

 

1,824

 

 

 

1,655

 

Other noninterest expense

 

 

7,375

 

 

 

5,760

 

 

 

5,422

 

Total noninterest expense

 

 

73,541

 

 

 

77,361

 

 

 

61,995

 

Income before income taxes

 

 

61,376

 

 

 

30,731

 

 

 

29,266

 

Income tax expense

 

 

12,699

 

 

 

6,035

 

 

 

6,844

 

Net income

 

$

48,677

 

 

$

24,696

 

 

$

22,422

 

Per share information:

 

 

 

 

 

 

 

 

 

Basic net income per share of common stock

 

$

2.20

 

 

$

1.22

 

 

$

1.25

 

Diluted net income per share of common stock

 

$

2.19

 

 

$

1.22

 

 

$

1.20

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

22,127,919

 

 

 

20,162,038

 

 

 

17,886,164

 

Diluted

 

 

22,179,461

 

 

 

20,185,589

 

 

 

18,613,224

 

See accompanying notes to consolidated financial statements.

65

 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Statements of Comprehensive Income

(Dollars in thousands)

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Net income

 

$

48,677

 

 

$

24,696

 

 

$

22,422

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on securities available-for-sale:

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the period

 

$

(12,141

)

 

 

4,968

 

 

 

6,321

 

Reclassification adjustment for (gains) losses included in
   net income

 

$

(28

)

 

 

(125

)

 

 

99

 

Tax effect

 

$

3,171

 

 

 

(1,177

)

 

 

(1,678

)

Net of tax

 

$

(8,998

)

 

 

3,666

 

 

 

4,742

 

Unrealized losses on cash flow hedges:

 

 

 

 

 

 

 

 

 

Unrealized holding losses arising during the period

 

 

—

 

 

 

—

 

 

 

(702

)

Reclassification adjustment for losses included in
   net income

 

 

—

 

 

 

2,679

 

 

 

878

 

Tax effect

 

 

—

 

 

 

—

 

 

 

(219

)

Net of tax

 

 

—

 

 

 

2,679

 

 

 

(43

)

Other comprehensive income (loss)

 

 

(8,998

)

 

 

6,345

 

 

 

4,699

 

Comprehensive income

 

$

39,679

 

 

$

31,041

 

 

$

27,121

 

 

See accompanying notes to consolidated financial statements.

66

 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Statements of Changes in Shareholders’ Equity

(Dollars in thousands, except share and per share data)

 

 

Preferred

 

 

Common stock, voting

 

 

Common stock, nonvoting

 

 

Additional
paid-in

 

 

Retained

 

 

Accumulated
other
comprehensive

 

 

Total
shareholders’

 

 

 

stock

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

capital

 

 

earnings

 

 

(loss) income

 

 

equity

 

Balance Decmber 31, 2018

 

$

878

 

 

 

17,592,160

 

 

$

17,592

 

 

 

132,561

 

 

$

133

 

 

$

211,789

 

 

$

27,303

 

 

$

(3,316

)

 

$

254,379

 

Net issuance of restricted common stock

 

 

—

 

 

 

(8,721

)

 

 

(9

)

 

 

—

 

 

 

—

 

 

 

(295

)

 

 

—

 

 

 

—

 

 

 

(304

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,262

 

 

 

—

 

 

 

—

 

 

 

1,262

 

Net exercise of common stock options

 

 

—

 

 

 

272,660

 

 

 

273

 

 

 

—

 

 

 

—

 

 

 

1,658

 

 

 

—

 

 

 

—

 

 

 

1,931

 

Conversion of preferred stock to common stock

 

 

(878

)

 

 

878,048

 

 

 

878

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Conversion of non-voting common stock to common stock

 

 

—

 

 

 

132,561

 

 

 

133

 

 

 

(132,561

)

 

 

(133

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Repurchase of common stock

 

 

—

 

 

 

(504,786

)

 

 

(505

)

 

 

—

 

 

 

—

 

 

 

(7,331

)

 

 

—

 

 

 

—

 

 

 

(7,836

)

Common and preferred stock dividends declared ($0.20 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,507

)

 

 

—

 

 

 

(3,507

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

22,422

 

 

 

—

 

 

 

22,422

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,699

 

 

 

4,699

 

Balance Decmber 31, 2019

 

$

—

 

 

 

18,361,922

 

 

$

18,362

 

 

 

—

 

 

$

—

 

 

$

207,083

 

 

$

46,218

 

 

$

1,383

 

 

$

273,046

 

Net issuance of restricted common stock

 

 

—

 

 

 

122,381

 

 

 

122

 

 

 

—

 

 

 

—

 

 

 

(165

)

 

 

—

 

 

 

—

 

 

 

(43

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,223

 

 

 

—

 

 

 

—

 

 

 

1,223

 

Net exercise of common stock options

 

 

—

 

 

 

20,582

 

 

 

21

 

 

 

—

 

 

 

—

 

 

 

85

 

 

 

—

 

 

 

—

 

 

 

106

 

Repurchase of common stock

 

 

—

 

 

 

(147,800

)

 

 

(148

)

 

 

—

 

 

 

—

 

 

 

(1,289

)

 

 

—

 

 

 

—

 

 

 

(1,437

)

Issuance of common stock in conjunction with acquisitions

 

 

—

 

 

 

3,631,718

 

 

 

3,632

 

 

 

—

 

 

 

—

 

 

 

39,953

 

 

 

—

 

 

 

—

 

 

 

43,585

 

Common stock dividends declared ($0.20 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4,035

)

 

 

—

 

 

 

(4,035

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

24,696

 

 

 

—

 

 

 

24,696

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

6,345

 

 

 

6,345

 

Balance December 31, 2020

 

$

—

 

 

 

21,988,803

 

 

$

21,989

 

 

$

—

 

 

$

—

 

 

$

246,890

 

 

$

66,879

 

 

$

7,728

 

 

$

343,486

 

Net issuance of restricted common stock

 

 

—

 

 

 

110,103

 

 

 

110

 

 

 

—

 

 

 

—

 

 

 

(329

)

 

 

—

 

 

 

—

 

 

 

(219

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,600

 

 

 

—

 

 

 

—

 

 

 

1,600

 

Net exercise of common stock options

 

 

—

 

 

 

94,483

 

 

 

94

 

 

 

—

 

 

 

—

 

 

 

983

 

 

 

—

 

 

 

—

 

 

 

1,077

 

Repurchase of common stock

 

 

—

 

 

 

(27,260

)

 

 

(27

)

 

 

—

 

 

 

—

 

 

 

(435

)

 

 

—

 

 

 

—

 

 

 

(462

)

Common stock dividends declared ($0.23 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(5,067

)

 

 

—

 

 

 

(5,067

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

48,677

 

 

 

—

 

 

 

48,677

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(8,998

)

 

 

(8,998

)

Balance December 31, 2021

 

$

—

 

 

 

22,166,129

 

 

$

22,166

 

 

$

—

 

 

$

—

 

 

$

248,709

 

 

$

110,489

 

 

$

(1,270

)

 

$

380,094

 

 

See accompanying notes to consolidated financial statements.

67

 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Statements of Cash Flows

(Dollars in thousands)

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

48,677

 

 

$

24,696

 

 

$

22,422

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

(1,066

)

 

 

11,479

 

 

 

761

 

Accretion of discounts on acquired loans and deferred fees

 

 

(7,016

)

 

 

(5,290

)

 

 

(3,737

)

Depreciation and amortization

 

 

3,452

 

 

 

3,201

 

 

 

2,883

 

Net amortization of premiums on investment securities

 

 

2,435

 

 

 

1,563

 

 

 

807

 

Net (gain) loss on sale of securities

 

 

(28

)

 

 

(125

)

 

 

99

 

Mortgage banking income

 

 

(16,058

)

 

 

(25,034

)

 

 

(9,467

)

Tri-Net fees

 

 

(8,613

)

 

 

(3,693

)

 

 

(2,785

)

Net gain on sale of SBA loans

 

 

(2,060

)

 

 

(1,440

)

 

 

(803

)

Net gain on disposal of premises and equipment

 

 

(21

)

 

 

(303

)

 

 

—

 

Net gain on sale of other real estate owned

 

 

(49

)

 

 

(273

)

 

 

(3

)

Stock-based compensation

 

 

1,600

 

 

 

1,223

 

 

 

1,262

 

Deferred income tax (benefit) expense

 

 

(207

)

 

 

(4,339

)

 

 

2,585

 

Origination of loans held for sale

 

 

(1,288,434

)

 

 

(1,355,961

)

 

 

(824,021

)

Proceeds from loans held for sale

 

 

1,397,992

 

 

 

1,365,568

 

 

 

725,003

 

Cash payments arising from operating leases

 

 

(2,074

)

 

 

(1,814

)

 

 

(1,786

)

Amortization of debt issuance expense

 

 

109

 

 

 

36

 

 

 

—

 

Net (increase) decrease in accrued interest receivable and other assets

 

 

(15,318

)

 

 

2,894

 

 

 

(10,461

)

Net increase in accrued interest payable and other liabilities

 

 

3,043

 

 

 

6,790

 

 

 

11,887

 

Net cash provided by (used in) operating activities

 

 

116,364

 

 

 

19,178

 

 

 

(85,354

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Activities in securities available-for-sale:

 

 

 

 

 

 

 

 

 

Purchases

 

 

(92,465

)

 

 

(340,962

)

 

 

(59,473

)

Sales

 

 

—

 

 

 

78,385

 

 

 

68,068

 

Maturities, prepayments and calls

 

 

104,733

 

 

 

91,616

 

 

 

27,624

 

Activities in securities held-to-maturity:

 

 

 

 

 

 

 

 

 

Maturities, prepayments and calls

 

 

600

 

 

 

881

 

 

 

395

 

Redemption (purchase) of restricted equity securities

 

 

1,109

 

 

 

(783

)

 

 

(1,651

)

Net (increase) decrease in loans

 

 

(57,110

)

 

 

(162,843

)

 

 

14,448

 

Purchase of premises and equipment

 

 

(503

)

 

 

(417

)

 

 

(1,582

)

Proceeds from sale of premises and equipment

 

 

21

 

 

 

3,286

 

 

 

—

 

Purchases of bank owned life insurance

 

 

(39,000

)

 

 

—

 

 

 

—

 

Proceeds from sale of other real estate

 

 

2,328

 

 

 

1,817

 

 

 

127

 

Cash paid for acquisitions

 

 

—

 

 

 

(27,278

)

 

 

—

 

Cash received from acquisitions

 

 

—

 

 

 

90,760

 

 

 

—

 

Net cash (used in) provided by investing activities

 

 

(80,287

)

 

 

(265,538

)

 

 

47,956

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

116,280

 

 

 

395,873

 

 

 

159,443

 

Proceeds from Federal Home Loan Bank advances

 

 

—

 

 

 

680,000

 

 

 

75,000

 

Payments on Federal Home Loan Bank advances

 

 

(10,000

)

 

 

(680,000

)

 

 

(190,000

)

Proceeds from issuance of subordinated notes, net of debt issuance expense

 

 

—

 

 

 

29,387

 

 

 

—

 

Repurchase of common stock

 

 

(462

)

 

 

(1,437

)

 

 

(7,836

)

Exercise of common stock options and warrants, net of repurchase of restricted shares

 

 

858

 

 

 

63

 

 

 

1,627

 

Common stock dividends paid

 

 

(5,067

)

 

 

(4,035

)

 

 

(3,507

)

Termination of interest rate swap agreement and related reclassification adjustment for unrealized losses included in income

 

 

—

 

 

 

2,679

 

 

 

(1,503

)

Net cash provided by financing activities

 

 

101,609

 

 

 

422,530

 

 

 

33,224

 

Net increase (decrease) in cash and cash equivalents

 

 

137,686

 

 

 

176,170

 

 

 

(4,174

)

Cash and cash equivalents at beginning of period

 

 

277,439

 

 

 

101,269

 

 

 

105,443

 

Cash and cash equivalents at end of period

 

$

415,125

 

 

$

277,439

 

 

$

101,269

 

Supplemental disclosures of cash paid:

 

 

 

 

 

 

 

 

 

Interest paid

 

$

8,075

 

 

$

15,551

 

 

$

24,216

 

Income taxes

 

 

16,045

 

 

 

10,353

 

 

 

716

 

Supplemental disclosures of noncash transactions:

 

 

 

 

 

 

 

 

 

Transfer of loans to other real estate

 

 

2,022

 

 

 

452

 

 

 

180

 

Loans charged off to the allowance for loan losses

 

 

647

 

 

 

1,226

 

 

 

798

 

Lease liabilities arising from obtaining right-of-use assets

 

 

—

 

 

 

668

 

 

 

13,512

 

Unrealized (losses) gains on securities available for sale

 

 

(8,998

)

 

 

3,666

 

 

 

4,742

 

Loans transferred from held-for-sale to held-for-investment

 

 

18,396

 

 

 

2,800

 

 

 

—

 

Assets acquired, net of cash

 

 

—

 

 

 

423,983

 

 

 

—

 

Liabilities assumed

 

 

—

 

 

 

447,412

 

 

 

—

 

Goodwill

 

 

—

 

 

 

3,558

 

 

 

—

 

Conversion of preferred stock and non-voting common stock

 

 

—

 

 

 

—

 

 

 

1,011

 

 

See accompanying notes to consolidated financial statements.

68

 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements as of December 31, 2021and 2020 and for each of the three years in the period ended December 31, 2021 include CapStar Financial Holdings, Inc. and it’s wholly owned subsidiary, CapStar Bank (the “Bank”, together referred to as the “Company”). Significant intercompany transactions and accounts are eliminated in consolidation.

The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and conform to general practices within the banking industry.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The accounts of an acquired entity are included as of the date of acquisition, and any excess of purchase price over the fair value of the net assets acquired is capitalized as goodwill. Under this method, all identifiable assets acquired, including purchased loans, and liabilities assumed are recorded at fair value.

The Company typically issues common stock and/or pays cash for an acquisition, depending on the terms of the acquisition agreement. The value of shares of common stock issued is determined based on the market price of the stock as of the closing of the acquisition.

Nature of Operations

Through the Bank, the Company provides full banking services to consumer and corporate customers located primarily in Tennessee. The Bank operates under a state bank charter and is a member of the Federal Reserve System. As a state member bank, the Bank is subject to regulations of the Tennessee Department of Financial Institutions, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), and the Federal Deposit Insurance Corporation.

Reclassifications

Certain amounts, previously reported, have been reclassified to state all periods on a comparable basis and had no effect on shareholders' equity or net income.

Estimates

The preparation of financial statements in conformity with 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, determination of impairment of intangible assets, including goodwill, the valuation of our investment portfolio and deferred tax assets.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing deposits in financial institutions and federal funds sold. Generally, federal funds sold are purchased and sold for one-day periods. The Company maintains deposits in excess of the federal insurance amounts with other financial institutions. Management makes deposits only with financial institutions it considers to be financially sound.

69

 

Securities

The Bank accounts for securities under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Investments – Debt and Equity Securities. Under the provisions of FASB ASC 320, securities are to be classified in three categories and accounted for as follows:

Securities Held-to-Maturity - Debt securities are classified as held-to-maturity securities when the Bank has the positive intent and ability to hold the securities to maturity. Securities held to maturity are carried at amortized cost.

Trading Securities - Debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. No securities have been classified as trading securities.

Securities Available-for-Sale - Debt securities not classified as either held-to-maturity securities or trading securities are classified as available for sale securities. Securities available for sale are carried at estimated fair value with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity in other comprehensive income (loss).

Interest income includes amortization of purchase premiums or discounts. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Realized gains and losses from the sales of securities are recorded on the trade date and determined using the specific-identification method.

Management evaluates securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, the financial condition and near-term prospects of the issuer and any collateral underlying the relevant security. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement and (2) OTTI related to other factors, which is recognized in other comprehensive income (loss). The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.

 

 

70

 

Loans Held For Sale and Fair Value Option

The Company classifies loans as loans held for sale when originated with the intent to sell. As of April 1, 2019, the Company elected the fair value option for all residential mortgage loans originated with the intent to sell. This election allows for a more effective offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting. The Company has not elected the fair value option for other loans held for sale primarily because they are not economically hedged using derivative instruments. The fair value of residential mortgage loans originated with the intent to sell is based on traded market prices of similar assets. Other loans held for sale, such as SBA loans or Tri-Net loans, that are recorded at lower of cost or fair value may be carried at fair value on a nonrecurring basis when the fair value is less than cost. No SBA loans or Tri-Net loans were measured at fair value as of December 31, 2021. For further information, see Note 23 - Fair Value. The Company does not securitize mortgage loans. If the Company sells loans with servicing rights retained, the carrying value of the mortgage loan sold is reduced by the amount allocated to the servicing right. The changes in fair value are recorded as a component of mortgage banking income and included gains (losses) of ($2.5) million, $2.5 million, and $0.6 million for the years ended December 31, 2021, 2020, and 2019, respectively .

The following table summarizes the difference between the fair value and the aggregate unpaid principal balance for residential real estate loans held for sale as of December 31, 2021 and 2020 (dollars in thousands):

 

 

 

Fair Value

 

 

Aggregate Unpaid Principal Balance

 

 

Difference

 

 December 31, 2021

 

 

 

 

 

 

 

 

 

Residential mortgage loans held for sale

 

$

37,306

 

 

$

36,755

 

 

$

550

 

 December 31, 2020

 

 

 

 

 

 

 

 

 

Residential mortgage loans held for sale

 

 

97,303

 

 

 

94,248

 

 

 

3,055

 

 

Tri-Net Fees

Tri-Net fees are derived from the origination of commercial real estate loans with the intent to sell to third-party investors. All of these loan sales transfer servicing rights to the buyer. Realized gains and losses are recognized when legal title of the loan has transferred to the investor and sales proceeds have been received and are reflected in the accompanying statements of income in Tri-Net fees, net of related costs such as commission expenses. Loans that have not been sold at period end are classified as held for sale on the balance sheet and recorded at the lower of aggregate cost or fair value. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

 

Loans

The Company has seven classes of loans for financial reporting purposes: commercial real estate, consumer real estate, construction and land development, commercial and industrial, consumer, PPP, and other. The appropriate classification is determined based on the underlying collateral utilized to secure each loan.

Commercial real estate includes both owner-occupied and non-owner occupied properties. The repayment of owner-occupied properties is largely dependent on the operations of the tenant, while non-owner occupied properties is dependent upon the refinance or sale of the underlying real estate.

Consumer real estate consists primarily of 1-4 family residential properties including home equity lines of credit.

Construction and land development loans include loans where the repayment is dependent on the successful completion and operation and/or sale of the related real estate project. Construction and land development loans include 1-4 family construction projects and commercial construction endeavors such as warehouses, apartments, office and retail space and land acquisition and development.

Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes.

71

 

Consumer loans include all loans issued to individuals not included in the consumer real estate class.

PPP loans originated through the CARES act and include partially, or fully forgivable loans used to cover payroll costs, rent, interest, utilities, and other qualifiable expenses.

Other loans include all loans not included in the classes of loans above and leases.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of purchase premiums and discounts, deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well secured and in process of collection. Consumer loans and any accrued interest is typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful and collection is highly questionable. Amortization of deferred loan fees is discontinued when a loan is placed on nonaccrual status.

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Loans can also be returned to accrual status when they become well secured and in the process of collection.

Acquired Loans

Acquired loans are accounted for under the acquisition method of accounting. The acquired loans are recorded at their estimated fair values as of the acquisition date. Fair value of acquired loans is determined using a discounted cash flow model based on assumptions regarding the amount and timing of principal and interest payments, estimated prepayments, estimated default rates, estimated loss severity in the event of defaults, and current market rates. Estimated credit losses are included in the determination of fair value; therefore, an allowance for loan losses is not recorded on the acquisition date.

An acquired loan is considered purchased credit impaired when there is evidence of credit deterioration since origination and it is probable at the date of acquisition that the Bank will be unable to collect all contractually required payments.

Purchased credit impaired loans are accounted for individually or aggregated into pools of loans based on common risk characteristics such as loan type and risk rating. The Company estimates the amount and timing of expected cash flows for each loan or pool, and the expected cash flows in excess of amount paid (fair value) is recorded as interest income over the remaining life of the loan or pool (accretable yield). The excess of the loan’s or pool’s contractual principal and interest over expected cash flows is not recorded (nonaccretable difference). Over the life of the loan or pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded as a provision for loan losses. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.

Acquired non-impaired loans are recorded at their initial fair value and adjusted for subsequent advances, pay downs, amortization or accretion of any premium or discount on purchase, charge-offs and additional provisioning that may be required.

Allowance for Loan Losses

The allowance for loan losses (“ALL”) is maintained at a level that management believes to be adequate to absorb expected loan losses inherent in the loan portfolio as of the balance sheet date. The allowance for loan losses is a valuation allowance for estimated credit losses inherent in the loan and lease portfolio, increased by the provision for loan losses and decreased by charge-offs, net of recoveries. Quarterly, the Company estimates the allowance required using peer group loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. The Company’s historical loss experience is based on the actual loss history by class of loan for comparable peer institutions due to the Company’s

72

 

limited loss history. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries are credited to the allowance for loan losses.

The Company also considers the results of the external independent loan review when assessing the adequacy of the allowance and incorporates relevant loan review results in the loan impairment and overall adequacy of allowance determinations. Furthermore, regulatory agencies periodically review the Company’s allowance for loan losses and may require the Company to record adjustments to the allowance based on their judgment of information available to them at the time of their examinations.

Additional considerations are included in the determination of the adequacy of the allowance based on the continuous review conducted by relationship managers and credit department personnel. The Company’s loan policy requires that each customer relationship wherein total exposure exceeds $1.5 million be subject to a formal credit review at least annually. Should these reviews identify potential collection concerns, appropriate adjustments to the allowance may be made.

The allowance consists of specific and general components as discussed below. While the allowance consists of separate components, these terms are primarily used to describe a process. Both portions of the allowance are available to provide for inherent losses in the entire portfolio.

Specific Component

The specific component relates to loans that are individually determined to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”) and classified as impaired.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Loans meeting any of the following criteria are individually evaluated for impairment: risk rated substandard (as defined in Note 4), on non-accrual status or past due greater than 90 days. If a loan is impaired, a portion of the allowance is allocated based on the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral less costs to sell if repayment is expected solely from the collateral. Changes to the valuation allowance are recorded as a component of the provision for loan losses.

TDRs are individually evaluated for impairment and included in the separately identified impairment disclosures. TDRs are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral less costs to sell.

General Component

The general component of the allowance for loan losses covers loans that are collectively evaluated for impairment. Large groups of homogeneous loans are collectively evaluated for impairment, and accordingly, they are not included in the separately identified impairment disclosures. The general allowance component also includes loans that are individually identified for impairment evaluation but are not considered impaired. The general component is based on historical loss experience adjusted for current factors. Due to the Company’s limited loss history, the historical loss experience is based on the actual loss history by class of loan for comparable peer institutions.

The Company utilized a 41 quarter look-back period as of December 31, 2019. Subsequently, the Company increased its look-back period to a total of 45 quarters and 49 quarters as of December 31, 2020 and 2021, respectively. In the current economic environment, management believes the extension of the look-back period was necessary in order to capture sufficient loss observations to develop a reliable loss estimate of credit losses. This extension of the historical

73

 

look-back period to capture the historical loss experience of peer banks was applied to all classes and segments of our loan portfolio.

The actual loss experience is supplemented with other environmental factors that capture changes in trends, conditions, and other relevant factors that may cause estimated credit losses as of the evaluation date to differ from historical loss experience. The allocation for environmental factors is by nature subjective. These amounts represent estimated probable inherent credit losses, which exist but have not been captured in the historical loss experience. The environmental factors include consideration of the following: changes in lending policies and procedures, economic conditions, nature and volume of the portfolio, experience of lending management, volume and severity of past due loans, quality of the loan review system, value of underlying collateral for collateral dependent loans, concentrations, and other external factors.

Servicing Rights

When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in other noninterest income. Fair value is based on market prices for comparable mortgage servicing contracts, when available or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported with other noninterest income on the income statement and the associated asset is included in other assets on the Consolidated Balance Sheet. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses.

Servicing fee income, which is reported on the income statement within other noninterest income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal; or a fixed amount per loan and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Net servicing fees totaled $555,000, $689,000, and $377,000 for the years ended December 31, 2021, 2020, and 2019 respectively. Valuation adjustments associated with these servicing rights amounted to $77,000, ($238,000) and ($211,000) for the years ended December 31, 2021, 2020 and 2019, respectively. Late fees and ancillary fees related to loan servicing are not material.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized by the straight-line method based on the shorter of the asset lives or the expected lease terms. Useful lives for premises and equipment range from one to thirty-nine years.

These assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Leases

 

In February 2016, the FASB issued a new accounting standard update (ASU 2016-02, Leases (Topic 842)), which requires for all operating leases the recognition of a right-of-use ("ROU") asset and a corresponding lease liability, in the Consolidated Balance Sheet. For short term leases (term of 12 months or less), a lessee is permitted to make an accounting election not to recognize lease assets and lease liabilities. The lease cost will be allocated over the lease term on a straight-line basis. There were further amendments, including practical expedients, with the issuance of ASU 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842” in January 2018. In July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements", which provides for the option to apply the new leasing standard to all open leases as of the adoption date, on a prospective basis.

 

74

 

Bank Owned Life Insurance

The Bank has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Bank owned life insurance is included in other assets on the Consolidated Balance Sheet.

Securities Sold under Agreements to Repurchase

The Bank enters into sales of securities under agreements to repurchase at a specified future date. Such repurchase agreements are considered financing arrangements and, accordingly, the obligation to repurchase assets sold is reflected as a liability in the balance sheets of the Bank. Repurchase agreements are collateralized by debt securities which are owned and under the control of the Bank and are included in other liabilities on the Consolidated Balance Sheet.

Goodwill and Other Intangible Assets

Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed. Qualitative factors are assessed to first determine if it is more likely than not (more than 50%) that the carrying value of goodwill is less than fair value.

During the year ended December 31, 2021, qualitative factors indicated it was more likely than not that the carrying value of goodwill was less than fair value, thus there were no indicators of impairment and no quantitative testing was performed. For the year ended December 31, 2020, as a result of market volatility caused by the COVID-19 pandemic, the company determined it did not satisfy the more likely than not qualitative assessment that the fair value of the reporting unit exceeded its carrying value, including goodwill. As a result, the Company elected to perform a quantitative assessment, which included a combination of quoted market prices of the Company’s stock, prices of comparable businesses, discounted cash flows and other techniques. Based upon the results of the quantitative assessment, the Company determined the fair value of the reporting unit exceeded the carrying value, resulting in no impairment.

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the balance sheet.

Other intangible assets consist of core deposit intangible assets arising from whole bank acquisitions and are amortized on an accelerated method over their estimated useful lives, which range from six to ten years.

Other Real Estate Owned

Other real estate owned (“OREO”) includes assets that have been acquired in satisfaction of debt through foreclosure and are recorded at estimated fair value less the estimated cost of disposition. Fair value is based on independent appraisals and other relevant factors. Valuation adjustments required at foreclosure are charged to the allowance for loan losses. Subsequent to foreclosure, additional losses resulting from the periodic revaluation of the property are charged to other real estate expense. Costs of operating and maintaining the properties and any gains or losses recognized on disposition are also included in other real estate expense. Improvements made to properties are capitalized if the expenditures are expected to be recovered upon the sale of the properties.

Restricted Equity Securities

The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based upon the level of borrowings and other factors, and may invest additional amounts. FHLB stock is carried at cost, classified as a restricted equity security, and periodically evaluated for impairment based on an assessment of the ultimate recovery of par value. Both cash and stock dividends are reported as interest income.

The Bank is also a member of the Federal Reserve System, and as such, holds stock of the Federal Reserve Bank of Atlanta (“Federal Reserve Bank”). Federal Reserve Bank stock is carried at cost, classified as a restricted equity security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as interest income.

75

 

Income Taxes

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company’s tax returns remain open to audit under the statute of limitations by the IRS and various states for the years ended December 31, 2018 through 2021. It is the Company’s policy to recognize interest and/or penalties related to income tax matters in income tax expense.

Stock-Based Compensation

Stock-based compensation expense is recognized based on the fair value of the portion of stock-based payment awards that are ultimately expected to vest, reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Compensation expense is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. For awards with performance vesting criteria, anticipated performance is projected to determine the number of awards expected to vest, and the corresponding aggregate expense is adjusted to reflect the elapsed portion of the performance period.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was approximately $758,000, $400,000 and $370,000 for the years ended December 31, 2021, 2020 and 2019, respectively and is included in other operating expenses on the Consolidated Statements of Income.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Bank has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received.

Derivative Instruments

Derivative instruments are recorded on the balance sheet at their respective fair values. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship. If the derivative instrument is not designated as a hedge, the gain or loss on the derivative instrument is recognized in earnings in the period of change.

The Bank enters into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. Upon entering into these arrangements to meet customer needs, the Bank enters into offsetting positions with large U.S. financial institutions in order to minimize market risk to the Bank. These swaps are derivatives, but are not designated as hedging instruments.

The Bank may also utilize cash flow hedges to manage its future interest rate exposure. These derivative contracts are designated as hedges and, as such, changes in the fair value of these derivative instruments are recorded in other comprehensive income (loss). The Bank prepares written hedge documentation for all derivatives which are designated as hedges. The written hedge documentation includes identification of, among other items, the risk management objective, hedging instrument, hedged item and methodologies for assessing and measuring hedge effectiveness and ineffectiveness, along with support for management’s assertion that the hedge will be highly effective.

The effective portion of the changes in the fair value of a derivative that is highly effective and that has been designated and qualifies as a cash flow hedge are initially recorded in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the same period during which the hedged item affects earnings. The ineffective portion, if any, would be recognized in current period earnings.

76

 

The Bank discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative is settled or terminates, or treatment of the derivative as a hedge is no longer appropriate or intended. When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income (loss) are amortized into earnings over the same periods which the hedged transactions will affect earnings.

Cash flows resulting from the derivative financial instruments that are accounted for as hedges are classified in the cash flow statement in the same category as the cash flows of the items being hedged.

Commitments to fund mortgage loans “interest rate locks” to be sold into the secondary market and forward commitments for the sale of mortgage-backed securities are accounted for as free standing derivatives. The fair value of the interest rate lock is recorded at the time the commitment to fund the mortgage loan is executed and is adjusted for the expected exercise of the commitment before the loan is funded. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the sale of mortgage-backed securities when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in mortgage banking income.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income includes unrealized gains and losses on securities available for sale, unrealized gains and losses on securities transferred to held to maturity and unrealized gains and losses on cash flow hedges which are also recognized as separate components of equity. The Bank’s policy is to release the income tax effects of items in accumulated other comprehensive income (loss) when the item is realized.

Fair Value Measurements

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

Restriction on Cash Balances

Regulation D of the Federal Reserve Act requires that banks maintain reserve balances with their applicable Federal Reserve Bank based principally on the type and amount of their deposits. On March 15, 2020, the Board of the Federal Reserve reduced reserve requirement ratios to zero percent effective March 26, 2020. This action eliminated reserve requirements for all depository institutions.

Subsequent Events

The Company has evaluated subsequent events for recognition and disclosure through March 4, 2022, which is the date the financial statements were available to be issued.

Income Per Common Share

Basic net income per share available to common stockholders (“EPS”) is computed by dividing net income available to common stockholders by the weighted average shares of common stock outstanding for the period. Diluted EPS reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted. The difference between basic and diluted weighted average shares outstanding is attributable to convertible preferred stock, common stock options and warrants. The dilutive effect of outstanding convertible preferred stock, common stock options and warrants is reflected in diluted EPS by application of the treasury stock method.

No antidilutive stock options were excluded from calculation for the years ended December 31, 2021, 2020 or 2019.

77

 

The following is a summary of the basic and diluted earnings per share calculation for each of the following years (in thousands except share data):

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Basic net income per share calculation:

 

 

 

 

 

 

 

 

 

Numerator – Net income

 

$

48,677

 

 

$

24,696

 

 

$

22,422

 

Denominator – Average common shares outstanding

 

 

22,127,919

 

 

 

20,162,038

 

 

 

17,886,164

 

Basic net income per share

 

$

2.20

 

 

$

1.22

 

 

$

1.25

 

Diluted net income per share calculation:

 

 

 

 

 

 

 

 

 

Numerator – Net income

 

$

48,677

 

 

$

24,696

 

 

$

22,422

 

Denominator – Average common shares outstanding

 

 

22,127,919

 

 

 

20,162,038

 

 

 

17,886,164

 

Dilutive shares contingently issuable

 

 

51,542

 

 

 

23,551

 

 

 

727,060

 

Average diluted common shares outstanding

 

 

22,179,461

 

 

 

20,185,589

 

 

 

18,613,224

 

Diluted net income per share

 

$

2.19

 

 

$

1.22

 

 

$

1.20

 

 

Recently Issued Accounting Pronouncements

ASU 2016-13, Financial Instruments – Credit Losses

In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments were originally supposed to be effective for the Company for reporting periods beginning after December 15, 2019 with early adoption permitted for all organizations for periods beginning after December 15, 2018. However, in November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which finalizes effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses standard. The Company is not required to adopt this standard until January 1, 2023. The Company has established a Current Expected Credit Loss (CECL) Steering Committee which includes the appropriate members of management to evaluate the impact this ASU will have on the Company’s financial position, results of operations and financial statement disclosures. Additionally, the Company selected a third-party vendor to provide allowance for loan loss software as well as advisory services in developing a new methodology and a parallel model.

ASU 2019-05 ― Applicable to entities that hold financial instruments:

In May 2019, the FASB issued guidance to provide entities with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The amendments will be effective for the Company upon adoption of ASU 2016-13 in fiscal year 2023. The Company does not expect these amendments to have a material effect on its financial statements.

ASU 2019-12 ― Applicable to entities within the scope of Topic 740, Income Taxes:

In December 2019, the FASB issued guidance to simplify accounting for income taxes by removing specific technical exceptions that often produce information investors have a hard time understanding. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. These amendments did not have a material effect on the Company’s financial statements.

ASU 2020-04 ― Applicable to entities within the scope of Topic 848, Reference Rate Reform:

In March 2020, the FASB issued guidance which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company continues to implement its transition plan towards cessation of LIBOR and the modification of its outstanding financial instruments with attributes that are either directly or indirectly

78

 

influenced by LIBOR. The Company expects to utilize the LIBOR transition relief allowed under ASU 2020-04 and ASU 2021-01, as applicable, and does not expect such adoption to have a material impact on its accounting and disclosures. The Company will continue to assess the impact as the reference rate transition approaches June 30, 2023.

ASU 2021-06 ― Applicable to entities within the scope of Topic 245, Presentation of Financial Statements, Topic 942, Financial Services- Depository and Lending, and Topic 946, Financial Services- Investment Companies:

This guidance updated the FASB Codification pursuant to SEC Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, which was effective January 1, 2021, and SEC Release No. 33-10835, Update to Statistical Disclosures for Bank and Savings and Loan Registrants which applied to fiscal years ending on or after December 15, 2021. The adoption of ASU 2021-06 did not have a material impact on its disclosures. 

79

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

NOTE 2 – ACQUISITIONS

FCB Merger

Effective July 1, 2020, pursuant to the Agreement and Plan of Acquisition dated as of January 23, 2020 (the “FCB Acquisition Agreement”), by and between the Company and FCB Corporation, a Tennessee corporation (“FCB”), FCB was acquired by CapStar, with CapStar continuing as the surviving entity (the “FCB Acquisition”). Immediately following the FCB Acquisition, The First National Bank of Manchester, a national banking association and a wholly owned subsidiary of FCB, was acquired by CapStar Bank, a Tennessee chartered bank and a wholly owned subsidiary of CapStar (the “FNBM Acquisition”), with CapStar Bank continuing as the surviving entity in the FNBM Acquisition.

Subject to the terms and conditions set forth in the FCB Acquisition Agreement, at the effective time of the FCB Acquisition, shares of common stock, par value $10.00 per share, of FCB (“FCB Common Stock”) issued and outstanding immediately prior to the completion of the FCB Acquisition (other than shares of FCB Common Stock owned or held by FCB, CapStar and their subsidiaries (in each case, other than shares of FCB Common Stock held in a fiduciary or agency capacity or in satisfaction of debts previously contracted) were collectively converted into the right to receive in the aggregate 2,966,918 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 $22.2 million in cash, without interest.

BOW Acquisition

Effective July 1, 2020, following the FCB Acquisition, pursuant to the Plan of Bank Acquisition, dated as of January 23, 2020 (the “BOW Acquisition Agreement,” and together with the FCB Acquisition Agreement, the “Acquisition Agreements”), by and among CapStar, CapStar Bank and The Bank of Waynesboro, a Tennessee chartered bank (“BOW”), BOW was acquired by CapStar Bank, with CapStar Bank continuing as the surviving entity (the “BOW Acquisition,” and together with the FCB Acquisition, the “Acquisitions”).

On the terms and subject to the conditions set forth in the BOW Acquisition Agreement, at the effective time of the BOW Acquisition, shares of common stock, par value $10.00 per share, of BOW (“BOW Common Stock”) issued and outstanding immediately prior to the completion of the BOW Acquisition (other than shares of BOW Common Stock owned or held by CapStar, CapStar Bank, BOW and their subsidiaries (in each case, other than shares of BOW Common Stock held in a fiduciary or agency capacity or in satisfaction of debts previously contracted)) were collectively converted into the right to receive in the aggregate 664,800 shares of CapStar Common Stock, with cash (without interest) in lieu of fractional shares, and $5.1 million in cash, without interest.

Total acquisition consideration amounted to approximately $70.9 million.

With the acquisitions, the Company further expanded its franchise in the Middle Tennessee market. FCB’s and BOW’s results of operations were included in the Company’s results beginning July 1, 2020. Acquisition related costs of $5.4 million are included in the Company’s consolidated statements of income for the year ended December 31, 2020. The fair value of the common shares issued as part of the consideration paid for the Acquisitions was determined by the closing price of the Company’s common shares immediately preceding the acquisition date.

80

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

Goodwill of $3.6 million associated with the Acquisitions is not amortizable for book or tax purposes. The following table summarizes the consideration paid for the Acquisitions and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date (in thousands).

 

 

 

 

As recorded by FCB Corporation and BOW

 

 

Initial fair value adjustments

 

 

Measurement period adjustments

 

 

As recorded by CapStar Financial Holdings

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

90,760

 

 

$

—

 

 

$

—

 

 

$

90,760

 

Securities

 

 

 

98,536

 

 

 

159

 

(a)

 

—

 

 

 

98,695

 

Loans, gross

 

 

 

296,992

 

 

 

(2,318

)

(b)

 

—

 

 

 

294,674

 

Allowance for loan losses

 

 

 

(4,544

)

 

 

4,544

 

(c)

 

—

 

 

 

—

 

Premises and equipment, net

 

 

 

9,907

 

 

 

1,540

 

(d)

 

—

 

 

 

11,447

 

Core deposit intangible

 

 

 

—

 

 

 

3,570

 

(e)

 

—

 

 

 

3,570

 

Other

 

 

 

16,514

 

 

 

(917

)

(f)

 

—

 

 

 

15,597

 

Total

 

 

$

508,165

 

 

$

6,578

 

 

$

—

 

 

$

514,743

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

$

440,025

 

 

$

2,652

 

(g)

$

—

 

 

$

442,677

 

Other

 

 

 

4,735

 

 

 

—

 

 

 

—

 

 

 

4,735

 

Total

 

 

$

444,760

 

 

$

2,652

 

 

$

—

 

 

$

447,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net identifiable assets acquired

 

 

 

 

 

 

 

 

 

 

 

$

67,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total cost of acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of stock issued

 

 

 

 

 

 

 

 

 

 

 

$

43,611

 

Cash consideration paid

 

 

 

 

 

 

 

 

 

 

 

 

27,278

 

Total cost of acquisition

 

 

 

 

 

 

 

 

 

 

 

$

70,889

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill recorded related to acquisition

 

 

 

 

 

 

 

 

 

 

 

$

3,558

 

 

(a)
The amount represents the fair value adjustment of securities that were subsequently sold.
(b)
The amount represents the adjustment of the net book value of the acquired loans to their estimated fair value based on interest rates and expected cash flows at the date of acquisition.
(c)
The amount represents the removal of FCB and BOW’s existing allowance for loan losses.
(d)
The amount represents the adjustment of the net book value of acquired premises and equipment to their estimated fair value.
(e)
The amount represents the adjustment of recording the fair value of the core deposit intangible representing the intangible value of the deposit base acquired and the fair value of the customer relationship.
(f)
The amount represents the net adjustment of the deferred tax asset recognized on the fair value adjustments on acquired assets and assumed liabilities.
(g)
The amount represents the adjustment necessary because the weighted average interest rate of acquired time deposits exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio.

81

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

The following unaudited pro forma financial information presents the combined results of the Company, FCB and BOW as if the acquisition had occurred as of January 1, 2019, after giving effect to certain adjustments, including amortization of the core deposit intangible, and related income tax effects. The pro forma financial information does not necessarily reflect the results of operations that would have occurred had the Company, FCB and BOW constituted a single entity during such periods (in thousands, except share data):

 

 

 

Pro forma combined twelve months ended December 31, 2020

 

 

Pro forma combined twelve months ended December 31, 2019

 

Net interest income

 

$

73,571

 

 

$

87,523

 

Noninterest income

 

 

44,453

 

 

 

27,375

 

Total revenue

 

 

118,024

 

 

 

114,898

 

 

 

 

 

 

 

 

Net income

 

 

25,927

 

 

 

28,989

 

 

 

 

 

 

 

 

Per share information:

 

 

 

 

 

 

Basic net income per share of common stock

 

$

1.29

 

 

$

1.35

 

Diluted net income per share of common stock

 

$

1.28

 

 

$

1.30

 

 

NOTE 3 – INVESTMENT SECURITIES

Investment securities have been classified in the balance sheet according to management’s intent. The Company’s classification of securities at December 31, 2021 and 2020 was as follows (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Amortized
Cost

 

 

Gross
unrealized
gains

 

 

Gross
unrealized
(losses)

 

 

Estimated
fair value

 

 

Amortized
Cost

 

 

Gross
unrealized
gains

 

 

Gross
unrealized
(losses)

 

 

Estimated
fair value

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. government agency securities

 

$

11,550

 

 

$

47

 

 

$

(94

)

 

$

11,503

 

 

$

16,158

 

 

$

258

 

 

$

(25

)

 

$

16,391

 

State and municipal securities

 

 

81,158

 

 

 

2,107

 

 

 

(705

)

 

 

82,560

 

 

 

89,081

 

 

 

2,928

 

 

 

(81

)

 

 

91,928

 

Mortgage-backed securities

 

 

300,398

 

 

 

2,008

 

 

 

(8,799

)

 

 

293,607

 

 

 

332,014

 

 

 

4,892

 

 

 

(543

)

 

 

336,363

 

Asset-backed securities

 

 

3,326

 

 

 

13

 

 

 

—

 

 

 

3,339

 

 

 

3,325

 

 

 

—

 

 

 

(132

)

 

 

3,193

 

Other debt securities

 

 

67,104

 

 

 

1,514

 

 

 

(231

)

 

 

68,387

 

 

 

37,608

 

 

 

819

 

 

 

(87

)

 

 

38,340

 

Total

 

$

463,536

 

 

$

5,689

 

 

$

(9,829

)

 

$

459,396

 

 

$

478,186

 

 

$

8,897

 

 

$

(868

)

 

$

486,215

 

Securities held-to-maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal securities

 

$

1,782

 

 

$

48

 

 

$

—

 

 

$

1,830

 

 

$

2,407

 

 

$

97

 

 

$

—

 

 

$

2,504

 

Total

 

$

1,782

 

 

$

48

 

 

$

—

 

 

$

1,830

 

 

$

2,407

 

 

$

97

 

 

$

—

 

 

$

2,504

 

 

The amortized cost and fair value of debt and equity securities at December 31, 2021, by contractual maturity, are shown below (in thousands). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

 

 

 

Available-for-sale

 

 

Held-to-maturity

 

 

 

Amortized
cost

 

 

Estimated
fair value

 

 

Amortized
cost

 

 

Estimated
fair value

 

Due in less than one year

 

$

16,256

 

 

$

16,355

 

 

$

514

 

 

$

521

 

Due one to five years

 

 

78,774

 

 

 

80,357

 

 

 

1,268

 

 

 

1,309

 

Due five to ten years

 

 

56,934

 

 

 

58,142

 

 

 

—

 

 

 

—

 

Due beyond ten years

 

 

7,848

 

 

 

7,596

 

 

 

—

 

 

 

—

 

Mortgage-backed securities

 

 

300,398

 

 

 

293,607

 

 

 

—

 

 

 

—

 

Asset-backed securities

 

 

3,326

 

 

 

3,339

 

 

 

—

 

 

 

—

 

 

 

$

463,536

 

 

$

459,396

 

 

$

1,782

 

 

$

1,830

 

 

82

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

Results from sales, maturities, prepayments and calls of securities available for sale were as follows (in thousands):

 

 

 

Year ended December 31

 

 

 

2021

 

 

2020

 

 

2019

 

Proceeds

 

$

104,733

 

 

$

170,001

 

 

$

95,692

 

Gross gains

 

 

45

 

 

 

148

 

 

 

116

 

Gross losses

 

 

(17

)

 

 

(23

)

 

 

(215

)

 

 

Securities with a market value of $188.8 million and $163.5 million at December 31, 2021 and 2020, respectively, were pledged to collateralize public deposits, derivative positions and Federal Home Loan Bank advances.

At December 31, 2021 and 2020 there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders’ equity.

The following tables show the Company’s securities with unrealized losses, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

December 31, 2021

 

Estimated
fair value

 

 

Gross
unrealized
losses

 

 

Estimated
fair value

 

 

Gross
unrealized
losses

 

 

Estimated
fair value

 

 

Gross
unrealized
losses

 

U. S. government agency securities

 

$

2,560

 

 

$

(20

)

 

$

2,737

 

 

$

(74

)

 

$

5,297

 

 

$

(94

)

State and municipal securities

 

 

15,309

 

 

 

(279

)

 

 

12,768

 

 

 

(426

)

 

 

28,077

 

 

 

(705

)

Mortgage-backed securities

 

 

155,805

 

 

 

(5,291

)

 

 

75,934

 

 

 

(3,508

)

 

 

231,739

 

 

 

(8,799

)

Asset-backed securities

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other debt securities

 

 

30,375

 

 

 

(231

)

 

 

—

 

 

 

—

 

 

 

30,375

 

 

 

(231

)

Total temporarily impaired securities

 

$

204,049

 

 

$

(5,821

)

 

$

91,439

 

 

$

(4,008

)

 

$

295,488

 

 

$

(9,829

)

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. government agency securities

 

$

1,989

 

 

$

(25

)

 

$

—

 

 

$

—

 

 

$

1,989

 

 

$

(25

)

State and municipal securities

 

 

10,463

 

 

 

(81

)

 

 

—

 

 

 

—

 

 

 

10,463

 

 

 

(81

)

Mortgage-backed securities

 

 

100,291

 

 

 

(480

)

 

 

1,449

 

 

 

(63

)

 

 

101,740

 

 

 

(543

)

Asset-backed securities

 

 

—

 

 

 

—

 

 

 

3,193

 

 

 

(132

)

 

 

3,193

 

 

 

(132

)

Other debt securities

 

 

6,103

 

 

 

(87

)

 

 

—

 

 

 

—

 

 

 

6,103

 

 

 

(87

)

Total temporarily impaired securities

 

$

118,846

 

 

$

(673

)

 

$

4,642

 

 

$

(195

)

 

$

123,488

 

 

$

(868

)

 

83

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

Declines in the fair value of securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment of available for sale securities related to other factors is recognized in other comprehensive income (loss). In estimating other-than-temporary impairment losses, management considers, among other things, the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer and the intent and ability of the Company to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. The unrealized losses shown above are primarily due to increases in market rates over the yields available at the time of purchase of the underlying securities and not credit quality. Because the Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the Company does not consider these securities to be other than temporarily impaired at December 31, 2021. There were no other-than-temporary impairments for the years ended December 31, 2021, 2020 or 2019.

NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans at December 31, 2021 and 2020 were as follows (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Commercial real estate

 

$

825,284

 

 

$

643,832

 

Consumer real estate

 

 

326,412

 

 

 

343,791

 

Construction and land development

 

 

214,310

 

 

 

174,859

 

Commercial and industrial

 

 

497,615

 

 

 

623,446

 

Consumer

 

 

46,811

 

 

 

44,279

 

Other

 

 

55,337

 

 

 

53,483

 

Total

 

 

1,965,769

 

 

 

1,883,690

 

Allowance for loan losses

 

 

(21,698

)

 

 

(23,245

)

Total loans, net

 

$

1,944,071

 

 

$

1,860,445

 

 

The CARES Act created a new guaranteed, unsecured loan program under the SBA called the Payroll Protection Program (“PPP”), which the Company participates in, to fund operational costs of eligible businesses, organizations and self-employed persons during the pandemic period. The SBA has guaranteed 100% of the amounts loaned under the PPP by lenders to eligible small businesses. One of the notable features of the PPP is that borrowers are eligible for loan forgiveness if certain conditions are met related to retaining staff and if loan amounts are used to cover eligible expenses, such as payroll, mortgage interest, rents and utilities payments. These loans have a two-year term and will earn interest at a rate of 1%. The outstanding balances of loans originated under the PPP as of December 31, 2021 and 2020 totaled $26.5 million and $185.5 million, respectively, and were included in commercial and industrial loans.

 

Additionally, PPP borrowers are not required to pay any fees to the government or the lender and the loans may be repaid by the borrower at any time. The SBA, however, will pay lenders a processing fee based on the size of the PPP loan, ranging from 1% to 5% of the loan. Unamortized fees associated with PPP loans included in total loans were $0.6 million and $4.0 million as of December 31, 2021 and 2020, respectively. These fees are deferred and amortized over the life of the loan. PPP fees recognized as income totaled $7.2 million and $3.6 million for the years ended December 31, 2021 and 2020, respectively.

 

The adequacy of the allowance for loan losses (“ALL”) is assessed at the end of each quarter. The ALL includes a specific component related to loans that are individually evaluated for impairment and a general component related to loans that are segregated into homogenous pools and collectively evaluated for impairment. The ALL factors applied to these pools are an estimate of probable incurred losses based on management’s evaluation of historical net losses from loans with similar characteristics, which are adjusted by management to reflect current events, trends, and conditions. The adjustments include consideration of the following: changes in lending policies and procedures, economic conditions, nature and volume of the portfolio, experience of lending management, volume and severity of past due loans, quality of the loan review system, value of underlying collateral for collateral dependent loans, concentrations, and other external factors. The Company’s evaluation of other external factors included consideration of the novel coronavirus (“COVID-19”) global pandemic and the resulting impact on the Company’s loan portfolio as of December 31, 2021, which is uncertain due to evolving conditions and unforeseen new variants.

84

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

At December 31, 2021, variable-rate and fixed-rate loans totaled $881,072,000 and $1,084,697,000, respectively. At December 31, 2020, variable-rate and fixed-rate loans totaled $1,199,105,000 and $691,914,000, respectively.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes all commercial loans, and consumer relationships with an outstanding balance greater than $500,000, individually and assigns each loan a risk rating. This analysis is performed on a continual basis by the relationship managers and credit department personnel. On at least an annual basis an independent party performs a formal credit risk review of a sample of the loan portfolio. Among other things, this review assesses the appropriateness of the loan’s risk rating. The Company uses the following definitions for risk ratings:

Special Mention – A special mention asset possesses deficiencies or potential weaknesses deserving of management’s attention. If uncorrected, such weaknesses or deficiencies may expose the Company to an increased risk of loss in the future.

Substandard – A substandard asset is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard.

Doubtful – A doubtful asset has all weaknesses inherent in one classified substandard, with the added characteristic that weaknesses make collection or liquidation in full, on the basis of existing facts, conditions, and values, highly questionable and improbable. The probability of loss is extremely high, but certain important and reasonable specific pending factors which may work to the advantage and strengthening of the asset exist, therefore, its classification as an estimated loss is deferred until a more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans.

Loans not falling into the criteria above are considered to be pass-rated loans. The Company utilizes six loan grades within the pass risk rating.

The following table provides the risk category of loans by applicable class of loans as of December 31, 2021 and 2020 (in thousands):

 

 

 

Non-impaired Loans

 

 

 

 

 

 

December 31, 2021

 

Pass

 

 

Special
Mention

 

 

Substandard

 

 

Doubtful

 

 

 

Total Impaired
Loans

 

 

Total

 

Commercial real estate

 

$

802,562

 

 

$

12,921

 

 

$

4,721

 

 

$

—

 

 

 

$

1,151

 

 

$

821,355

 

Consumer real estate

 

 

312,662

 

 

 

475

 

 

 

712

 

 

 

—

 

 

 

 

909

 

 

 

314,758

 

Construction and land development

 

 

214,209

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

10

 

 

 

214,219

 

Commercial and industrial

 

 

468,278

 

 

 

9,811

 

 

 

16,952

 

 

 

73

 

 

 

 

250

 

 

 

495,364

 

Consumer

 

 

45,695

 

 

 

—

 

 

 

56

 

 

 

3

 

 

 

 

23

 

 

 

45,777

 

Other

 

 

54,959

 

 

 

—

 

 

 

76

 

 

 

—

 

 

 

 

—

 

 

 

55,035

 

Purchased Credit Impaired

 

 

15,416

 

 

 

—

 

 

 

3,585

 

 

 

260

 

 

 

 

—

 

 

 

19,261

 

Total

 

$

1,913,781

 

 

$

23,207

 

 

$

26,102

 

 

$

336

 

 

 

$

2,343

 

 

$

1,965,769

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

601,133

 

 

$

33,046

 

 

$

2,933

 

 

$

—

 

 

 

$

1,179

 

 

$

638,291

 

Consumer real estate

 

 

323,072

 

 

 

1,375

 

 

 

1,122

 

 

 

—

 

 

 

 

1,707

 

 

 

327,276

 

Construction and land development

 

 

169,315

 

 

 

5,153

 

 

 

19

 

 

 

—

 

 

 

 

102

 

 

 

174,589

 

Commercial and industrial

 

 

568,767

 

 

 

25,855

 

 

 

25,666

 

 

 

—

 

 

 

 

168

 

 

 

620,456

 

Consumer

 

 

41,640

 

 

 

4

 

 

 

18

 

 

 

2

 

 

 

 

7

 

 

 

41,671

 

Other

 

 

52,949

 

 

 

—

 

 

 

66

 

 

 

—

 

 

 

 

—

 

 

 

53,015

 

Purchased Credit Impaired

 

 

23,899

 

 

 

—

 

 

 

4,412

 

 

 

81

 

 

 

 

—

 

 

 

28,392

 

Total

 

$

1,780,775

 

 

$

65,433

 

 

$

34,236

 

 

$

83

 

 

 

$

3,163

 

 

$

1,883,690

 

 

 

85

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

The following tables detail the changes in the ALL for the years ending December 31, 2021, 2020 and 2019 by loan classification (in thousands):

 

 

 

Commercial
real estate

 

 

Consumer
real estate

 

 

Construction
and land
development

 

 

Commercial
and
industrial

 

 

Consumer

 

 

Other

 

 

Total

 

Year ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

7,349

 

 

$

1,831

 

 

$

3,476

 

 

$

9,708

 

 

$

305

 

 

$

576

 

 

$

23,245

 

Charged-off loans

 

 

(10

)

 

 

(1

)

 

 

—

 

 

 

(199

)

 

 

(210

)

 

 

(227

)

 

 

(647

)

Recoveries

 

 

10

 

 

 

18

 

 

 

—

 

 

 

10

 

 

 

87

 

 

 

41

 

 

 

166

 

Provision for loan losses

 

 

(225

)

 

 

564

 

 

 

293

 

 

 

(2,078

)

 

 

215

 

 

 

165

 

 

 

(1,066

)

Balance, end of period

 

$

7,124

 

 

$

2,412

 

 

$

3,769

 

 

$

7,441

 

 

$

397

 

 

$

555

 

 

$

21,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

3,599

 

 

$

1,231

 

 

$

2,058

 

 

$

5,074

 

 

$

222

 

 

$

420

 

 

$

12,604

 

Charged-off loans

 

 

—

 

 

 

(49

)

 

 

—

 

 

 

(728

)

 

 

(172

)

 

 

(277

)

 

 

(1,226

)

Recoveries

 

 

10

 

 

 

14

 

 

 

—

 

 

 

235

 

 

 

76

 

 

 

53

 

 

 

388

 

Provision for loan losses

 

 

3,740

 

 

 

635

 

 

 

1,418

 

 

 

5,127

 

 

 

179

 

 

 

380

 

 

 

11,479

 

Balance, end of period

 

$

7,349

 

 

$

1,831

 

 

$

3,476

 

 

$

9,708

 

 

$

305

 

 

$

576

 

 

$

23,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

3,309

 

 

$

1,005

 

 

$

2,431

 

 

$

5,036

 

 

$

105

 

 

$

227

 

 

$

12,113

 

Charged-off loans

 

 

—

 

 

 

(39

)

 

 

—

 

 

 

(455

)

 

 

(164

)

 

 

(140

)

 

 

(798

)

Recoveries

 

 

23

 

 

 

20

 

 

 

—

 

 

 

380

 

 

 

82

 

 

 

23

 

 

 

528

 

Provision for loan losses

 

 

267

 

 

 

245

 

 

 

(373

)

 

 

113

 

 

 

199

 

 

 

310

 

 

 

761

 

Balance, end of period

 

$

3,599

 

 

$

1,231

 

 

$

2,058

 

 

$

5,074

 

 

$

222

 

 

$

420

 

 

$

12,604

 

 

86

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

A breakdown of the ALL and the loan portfolio by loan category at December 31, 2021 and 2020 follows (in thousands):

 

 

 

Commercial
real estate

 

 

Consumer
real estate

 

 

Construction
and land
development

 

 

Commercial
and
industrial

 

 

Consumer

 

 

Other

 

 

Total

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment

 

$

7,075

 

 

$

2,211

 

 

$

3,769

 

 

$

7,376

 

 

$

321

 

 

$

555

 

 

$

21,307

 

Individually evaluated for impairment

 

 

—

 

 

 

200

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

200

 

Purchased credit impaired

 

 

49

 

 

 

1

 

 

 

—

 

 

 

65

 

 

 

76

 

 

 

—

 

 

 

191

 

Balances, end of period

 

$

7,124

 

 

$

2,412

 

 

$

3,769

 

 

$

7,441

 

 

$

397

 

 

$

555

 

 

$

21,698

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment

 

$

820,204

 

 

$

313,849

 

 

$

214,209

 

 

$

495,114

 

 

$

45,754

 

 

$

55,035

 

 

$

1,944,165

 

Individually evaluated for impairment

 

 

1,151

 

 

 

909

 

 

 

10

 

 

 

250

 

 

 

23

 

 

 

—

 

 

 

2,343

 

Purchased credit impaired

 

 

3,929

 

 

 

11,654

 

 

 

91

 

 

 

2,251

 

 

 

1,034

 

 

 

302

 

 

 

19,261

 

Balances, end of period

 

$

825,284

 

 

$

326,412

 

 

$

214,310

 

 

$

497,615

 

 

$

46,811

 

 

$

55,337

 

 

$

1,965,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment

 

$

7,349

 

 

$

1,831

 

 

$

3,410

 

 

$

9,708

 

 

$

305

 

 

$

576

 

 

$

23,179

 

Individually evaluated for impairment

 

—

 

 

—

 

 

 

66

 

 

—

 

 

—

 

 

—

 

 

 

66

 

Purchased credit impaired

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

—

 

Balances, end of period

 

$

7,349

 

 

$

1,831

 

 

$

3,476

 

 

$

9,708

 

 

$

305

 

 

$

576

 

 

$

23,245

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment

 

$

637,112

 

 

$

325,569

 

 

$

174,487

 

 

$

620,288

 

 

$

41,664

 

 

$

53,015

 

 

$

1,852,135

 

Individually evaluated for impairment

 

 

1,179

 

 

 

1,707

 

 

 

102

 

 

 

168

 

 

 

7

 

 

—

 

 

 

3,163

 

Purchased credit impaired

 

 

5,541

 

 

 

16,515

 

 

 

270

 

 

 

2,990

 

 

 

2,608

 

 

 

468

 

 

 

28,392

 

Balances, end of period

 

$

643,832

 

 

$

343,791

 

 

$

174,859

 

 

$

623,446

 

 

$

44,279

 

 

$

53,483

 

 

$

1,883,690

 

 

The following table presents the allocation of the ALL for each respective loan category with the corresponding percentage of loans in each category to total loans, net of deferred fees as of December 31, 2021 and 2020. PPP loans included in commercial and industrial loans in the below table do not have a corresponding ALL as they are fully guaranteed by the SBA (dollars in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Amount

 

 

Percent of total
loans

 

 

Amount

 

 

Percent of total
loans

 

Commercial real estate

 

$

7,124

 

 

 

0.36

%

 

$

7,349

 

 

 

0.39

%

Consumer real estate

 

 

2,412

 

 

 

0.12

%

 

 

1,831

 

 

 

0.10

%

Construction and land development

 

 

3,769

 

 

 

0.19

%

 

 

3,476

 

 

 

0.18

%

Commercial and industrial

 

 

7,441

 

 

 

0.38

%

 

 

9,708

 

 

 

0.51

%

Consumer

 

 

397

 

 

 

0.02

%

 

 

305

 

 

 

0.02

%

Other

 

 

555

 

 

 

0.03

%

 

 

576

 

 

 

0.03

%

Total allowance for loan and lease losses

 

$

21,698

 

 

 

1.10

%

 

$

23,245

 

 

 

1.23

%

 

87

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

The following table presents information related to impaired loans, excluding purchased credit impaired (“PCI”) loans, for the years ended December 31, 2021 and 2020 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Recorded
investment

 

 

Unpaid
principal
balance

 

 

Related
allowance

 

 

Recorded
investment

 

 

Unpaid
principal
balance

 

 

Related
allowance

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

1,151

 

 

$

1,115

 

 

$

—

 

 

$

1,179

 

 

$

1,176

 

 

$

—

 

Consumer real estate

 

 

255

 

 

 

281

 

 

 

—

 

 

 

1,707

 

 

 

1,608

 

 

 

—

 

Construction and land development

 

 

10

 

 

 

11

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Commercial and industrial

 

 

250

 

 

 

298

 

 

 

—

 

 

 

168

 

 

 

457

 

 

 

—

 

Consumer

 

 

23

 

 

 

23

 

 

 

—

 

 

 

7

 

 

 

7

 

 

 

—

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Subtotal

 

 

1,689

 

 

 

1,728

 

 

 

—

 

 

 

3,061

 

 

 

3,248

 

 

 

—

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Consumer real estate

 

 

654

 

 

 

654

 

 

 

200

 

 

 

—

 

 

 

—

 

 

 

—

 

Construction and land development

 

 

—

 

 

 

—

 

 

 

—

 

 

 

102

 

 

 

102

 

 

 

66

 

Commercial and industrial

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Consumer

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Subtotal

 

 

654

 

 

 

654

 

 

 

200

 

 

 

102

 

 

 

102

 

 

 

66

 

Total

 

$

2,343

 

 

$

2,382

 

 

$

200

 

 

$

3,163

 

 

$

3,350

 

 

$

66

 

 

The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality. For purposes of this disclosure, the unpaid principal balance is not reduced for partial charge-offs.

 

The following table presents information related to the average recorded investment and interest income recognized on impaired loans, excluding PCI loans, for the years ended December 31, 2021, 2020 and 2019 (in thousands):

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

Average
recorded
investment

 

 

Interest
income
recognized

 

 

Average
recorded
investment

 

 

Interest
income
recognized

 

 

Average
recorded
investment

 

 

Interest
income
recognized

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

1,169

 

 

$

64

 

 

$

1,198

 

 

$

66

 

 

$

2,574

 

 

$

313

 

Consumer real estate

 

 

577

 

 

 

3

 

 

 

1,975

 

 

 

66

 

 

 

1,037

 

 

 

105

 

Construction and land development

 

 

12

 

 

 

1

 

 

 

—

 

 

 

—

 

 

 

119

 

 

 

4

 

Commercial and industrial

 

 

263

 

 

 

13

 

 

 

121

 

 

 

1

 

 

 

824

 

 

 

440

 

Consumer

 

 

35

 

 

 

3

 

 

 

8

 

 

 

—

 

 

 

23

 

 

 

2

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Subtotal

 

 

2,056

 

 

 

84

 

 

 

3,302

 

 

 

133

 

 

 

4,577

 

 

 

864

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Consumer real estate

 

 

665

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Construction and land development

 

 

—

 

 

 

—

 

 

 

107

 

 

 

—

 

 

 

—

 

 

 

—

 

Commercial and industrial

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Consumer

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Subtotal

 

 

665

 

 

 

—

 

 

 

107

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

2,721

 

 

$

84

 

 

$

3,409

 

 

$

133

 

 

$

4,577

 

 

$

864

 

 

There was no interest income recognized on a cash basis for impaired loans for the years ended December 31, 2021, 2020 or 2019.

88

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

Non-accrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. Impaired loans include commercial loans that are individually evaluated for impairment and deemed impaired (i.e., individually classified impaired loans) as well as TDRs for all loan classifications.

The following table presents the aging of the recorded investment in past-due loans as of December 31, 2021 and 2020 by class of loans (in thousands):

 

 

 

30 - 59

 

 

60 - 90

 

 

Greater Than

 

 

 

 

 

 

 

 

 

 

 

 

Days

 

 

Days

 

 

90 Days

 

 

Total

 

 

Loans Not

 

 

 

 

December 31, 2021

 

Past Due

 

 

Past Due

 

 

Past Due

 

 

Past Due

 

 

Past Due

 

 

Total

 

Commercial real estate

 

$

—

 

 

$

—

 

 

$

1,115

 

 

$

1,115

 

 

$

820,240

 

 

$

821,355

 

Consumer real estate

 

 

1,806

 

 

 

—

 

 

 

241

 

 

 

2,047

 

 

 

312,711

 

 

 

314,758

 

Construction and land development

 

 

—

 

 

 

—

 

 

 

11

 

 

 

11

 

 

 

214,208

 

 

 

214,219

 

Commercial and industrial

 

 

57

 

 

 

48

 

 

 

268

 

 

 

373

 

 

 

494,991

 

 

 

495,364

 

Consumer

 

 

164

 

 

 

170

 

 

 

26

 

 

 

360

 

 

 

45,417

 

 

 

45,777

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

55,035

 

 

 

55,035

 

Purchased credit impaired

 

 

302

 

 

 

153

 

 

 

459

 

 

 

914

 

 

 

18,347

 

 

 

19,261

 

Total

 

$

2,329

 

 

$

371

 

 

$

2,120

 

 

$

4,820

 

 

$

1,960,949

 

 

$

1,965,769

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

409

 

 

$

—

 

 

$

1,176

 

 

$

1,585

 

 

$

636,706

 

 

$

638,291

 

Consumer real estate

 

 

6,084

 

 

 

1,596

 

 

 

687

 

 

 

8,367

 

 

 

318,909

 

 

 

327,276

 

Construction and land development

 

 

2,670

 

 

 

745

 

 

 

—

 

 

 

3,415

 

 

 

171,174

 

 

 

174,589

 

Commercial and industrial

 

 

1,734

 

 

 

38

 

 

 

1,595

 

 

 

3,367

 

 

 

617,089

 

 

 

620,456

 

Consumer

 

 

270

 

 

 

40

 

 

 

7

 

 

 

317

 

 

 

41,354

 

 

 

41,671

 

Other

 

 

252

 

 

 

38

 

 

 

—

 

 

 

290

 

 

 

52,725

 

 

 

53,015

 

Purchased credit impaired

 

 

1,372

 

 

 

1,554

 

 

 

901

 

 

 

3,827

 

 

 

24,565

 

 

 

28,392

 

Total

 

$

12,791

 

 

$

4,011

 

 

$

4,366

 

 

$

21,168

 

 

$

1,862,522

 

 

$

1,883,690

 

 

 

The following table presents the recorded investment in non-accrual loans, past due loans over 89 days and accruing and troubled debt restructurings by class of loans as of December 31, 2021 and 2020 (in thousands):

 

 

 

 

 

 

Past Due

 

 

 

 

 

 

 

 

 

Over 90 Days

 

 

Troubled Debt

 

 

 

Non-Accrual

 

 

and Accruing

 

 

Restructurings

 

December 31, 2021

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

—

 

 

$

1,115

 

 

$

1,115

 

Consumer real estate

 

 

1,086

 

 

 

54

 

 

 

654

 

Construction and land development

 

 

11

 

 

 

—

 

 

 

—

 

Commercial and industrial

 

 

324

 

 

 

112

 

 

 

63

 

Consumer

 

 

31

 

 

 

10

 

 

 

—

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

Purchased credit impaired

 

 

1,806

 

 

 

89

 

 

 

—

 

Total

 

$

3,258

 

 

$

1,380

 

 

$

1,832

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

130

 

 

$

1,176

 

 

$

1,176

 

Consumer real estate

 

 

1,821

 

 

 

342

 

 

 

685

 

Construction and land development

 

 

107

 

 

 

—

 

 

 

—

 

Commercial and industrial

 

 

470

 

 

 

1,205

 

 

 

67

 

Consumer

 

 

9

 

 

 

5

 

 

 

—

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

Purchased credit impaired

 

 

2,279

 

 

 

567

 

 

 

—

 

Total

 

$

4,817

 

 

$

3,296

 

 

$

1,928

 

 

As of December 31, 2021 and 2020 all loans classified as nonperforming were deemed to be impaired.

 

89

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

As of December 31, 2021 and 2020 the Company had recorded investments in TDR of $1.8 million and $1.9 million, respectively. The Company did not allocate a specific allowance for those loans at December 31, 2021 or 2020 and there were no commitments to lend additional amounts. Loans accounted for as TDR include modifications from original terms such as those due to bankruptcy proceedings, certain modifications of amortization periods or extended suspension of principal payments due to customer financial difficulties. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s loan policy. Loans accounted for as TDR are individually evaluated for impairment. In accordance with interagency guidance, short term deferrals granted due to the COVID-19 pandemic are not considered TDRs unless the borrower was experiencing financial difficulty prior to the pandemic.

 

There were no new TDR loans identified during the year ended December 31, 2021. The following table presents loans by class modified as TDR that occurred during the year ended December 31, 2020 (in thousands).

 

 

 

Number of contracts

 

 

Pre modification outstanding recorded investment

 

 

Post modification outstanding recorded investment, net of related allowance

 

2020

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

—

 

 

$

—

 

 

$

—

 

Consumer real estate

 

 

2

 

 

 

721

 

 

 

685

 

Construction and land development

 

 

—

 

 

 

—

 

 

 

—

 

Commercial and industrial

 

 

—

 

 

 

—

 

 

 

—

 

Consumer

 

 

—

 

 

 

—

 

 

 

—

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

 

2

 

 

 

721

 

 

 

685

 

 

There were no TDR for which there was a payment default within the twelve months following the modification during the years ended December 31, 2021, 2020 or 2019.

A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

Acquired Loans

On July 1, 2020, the Company acquired FCB and BOW (see Note 2 for more information). As a result of the acquisitions, the Company recorded loans with a fair value of $294.7 million. Of those loans, $33.6 million were considered to be purchased credit impaired (“PCI”) loans, which are loans for which it is probable at the acquisition date that all contractually required payments will not be collected. The remaining loans are considered to be purchased non-impaired loans and their related fair value discount or premium is recognized as an adjustment to yield over the remaining life of each loan.

 

The following table relates to acquired FCB and BOW PCI loans and summarizes the contractually required payments, which includes principal and interest, expected cash flows to be collected, and the fair value of acquired PCI loans at the acquisition date (in thousands):

 

 

 

FCB and BOW acquired on July 1, 2020

 

Contractually required payments

 

$

42,443

 

Nonaccretable difference

 

 

4,501

 

Cash flows expected to be collected at acquisition

 

 

37,942

 

Accretable yield

 

 

4,349

 

Fair value of PCI loans at acquisition date

 

$

33,593

 

 

90

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

The following table relates to acquired FCB and BOW purchased non-impaired loans and provides the contractually required payments, fair value, and estimate of contractual cash flows not expected to be collected at the acquisition date (in thousands):

 

 

 

FCB and BOW acquired on July 1, 2020

 

Contractually required payments

 

$

296,527

 

Fair value of acquired loans at acquisition date

 

 

260,701

 

Contractual cash flows not expected to be collected

 

 

3,718

 

 

The following table presents changes in the carrying value of PCI loans (in thousands):

 

 

 

For the year ended December 31, 2021

 

 

For the year ended December 31, 2020

 

 

For the year ended December 31, 2019

 

Balance at beginning of period

 

$

28,392

 

 

$

1,605

 

 

$

1,620

 

Additions due to the acquisitions

 

 

—

 

 

 

33,593

 

 

 

—

 

Change due to payments received and accretion

 

 

(8,940

)

 

 

(6,806

)

 

 

(15

)

Reclassification of discount to allowance for loan losses

 

 

(191

)

 

 

—

 

 

 

—

 

Balance at end of period

 

$

19,261

 

 

$

28,392

 

 

$

1,605

 

 

The following table presents changes in the accretable yield for PCI loans (in thousands):

 

 

 

For the year ended December 31, 2021

 

 

For the year ended December 31, 2020

 

 

For the year ended December 31, 2019

 

Balance at beginning of period

 

$

4,068

 

 

$

915

 

 

$

440

 

Additions due to the acquisitions

 

 

—

 

 

 

4,349

 

 

 

—

 

Accretion

 

 

(1,987

)

 

 

(1,196

)

 

 

(570

)

Reclassification from nonaccretable difference

 

 

1,519

 

 

 

—

 

 

 

1,045

 

Other changes, net

 

 

2,163

 

 

 

—

 

 

 

—

 

Balance at end of period

 

$

5,763

 

 

$

4,068

 

 

$

915

 

 

PCI loans had a $0.2 million impact on the ALL for the year ended December 31, 2021 and no impact on the ALL for the years ended December 31, 2020 or 2019.

 

 

 

NOTE 5 – LOAN SERVICING

Mortgage loans serviced for the Federal Home Loan Mortgage Corporation (“FHLMC”) are not reported as assets. The principal balance of these loans at December 31, 2021 and 2020 was $154.0 million and $254.9 million, respectively. Custodial escrow balances maintained in connection with serviced loans was $547,000 and $1,459,000 at December 31, 2021 and 2020, respectively.

Activity for loan servicing rights and the related valuation allowance are summarized as follows (in thousands):

 

91

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

For the year ended December 31, 2021

 

 

For the year ended December 31, 2020

 

Loan servicing rights:

 

 

 

 

 

Balance at beginning of period

$

1,634

 

 

$

1,755

 

Additions

 

229

 

 

 

466

 

Amortized to offset other noninterest income

 

(438

)

 

 

(587

)

Balance at end of period

$

1,425

 

 

$

1,634

 

 

 

 

 

 

 

Valuation allowance:

 

 

 

 

 

Balance at beginning of period

$

(449

)

 

$

(211

)

Additions expensed

 

—

 

 

 

—

 

Reductions credited to other noninterest income

 

77

 

 

 

—

 

Direct write-downs

 

—

 

 

 

(238

)

Balance at end of period

$

(372

)

 

$

(449

)

 

NOTE 6 – PREMISES AND EQUIPMENT

Premises and equipment at December 31, 2021 and 2020 are summarized as follows (in thousands):

 

 

 

Range of
useful lives

 

December 31, 2021

 

 

December 31, 2020

 

Land

 

Not applicable

 

$

6,630

 

 

$

6,885

 

Buildings

 

39 years

 

 

18,900

 

 

 

19,461

 

Leasehold improvements

 

1 to 17 years

 

 

990

 

 

 

939

 

Furniture and equipment

 

1 to 7 years

 

 

5,561

 

 

 

6,910

 

Fixed assets in process

 

Not applicable

 

 

20

 

 

 

1,995

 

 

 

 

 

 

32,101

 

 

 

36,190

 

Less accumulated depreciation and amortization

 

 

 

 

(6,374

)

 

 

(9,501

)

 

 

 

 

$

25,727

 

 

$

26,689

 

 

Premises and equipment depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019 totaled $1.5 million, $1.4 million and $1.2 million, respectively.

 

 

NOTE 7 – LEASES

The Company leases certain premises and equipment under operating leases that expire at various dates, through 2032, and in most instances, include options to renew or extend at market rates and terms. At December 31, 2021, the Company had lease liabilities totaling $11.9 million and right-of-use assets totaling $11.1 million related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. At December 31, 2021, the weighted average remaining lease term for operating leases was 9.1 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.5%.

Lease costs were as follows (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Operating lease cost

 

$

2,102

 

 

$

1,946

 

Short-term lease cost

 

 

—

 

 

 

—

 

Variable least cost

 

 

—

 

 

 

—

 

Total lease cost

 

$

2,102

 

 

$

1,946

 

 

There were no sale and leaseback transactions, leveraged leases, or lease transactions with related parties during the year ended December 31, 2021 or 2020.

The Company has entered into an agreement for a real estate lease associated with the Chattanooga expansion that is not recorded as a right-of-use asset or lease liability as the Company has not yet taken possession as of December 31, 2021. The lease is expected to commence in 2022 with undiscounted future payments of $597,000.

92

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows (in thousands):

 

 

 

December 31, 2021

 

Lease payments due:

 

 

 

2022

 

$

1,751

 

2023

 

 

1,717

 

2024

 

 

1,426

 

2025

 

 

1,393

 

2026

 

 

1,308

 

2027 and thereafter

 

 

6,239

 

Total undiscounted cash flows (a)

 

 

13,834

 

Discount on cash flows

 

 

(1,941

)

Total lease liability

 

$

11,893

 

 

 

(a) Operating lease payments exclude $0.6 million of legally binding minimum lease payments related to the Chattanooga lease signed, but not yet commenced. 

 

NOTE 8 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

The change in goodwill during the years ended December 31, 2021 and 2020 was as follows (in thousands):

 

 

 

2021

 

 

2020

 

Beginning of year

 

$

41,068

 

 

$

37,510

 

Acquired goodwill

 

 

—

 

 

 

3,558

 

Impairment

 

 

—

 

 

 

—

 

End of year

 

$

41,068

 

 

$

41,068

 

 

Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Qualitative factors are assessed to first determine if it is more likely than not (more than 50%) that the carrying value of goodwill is less than fair value. During the year ended December 31, 2021, qualitative factors indicated it was more likely than not that the carrying value of goodwill was less than fair value, thus there were no indicators of impairment and no quantitative testing was performed.

 

For the year ended December 31, 2020, as a result of market volatility caused by the COVID-19 pandemic, the company determined it did not satisfy the more likely than not qualitative assessment that the fair value of the reporting unit exceeded its carrying value, including goodwill. As a result, the Company elected to perform a quantitative assessment, which included a combination of quoted market prices of the Company’s stock, prices of comparable businesses, discounted cash flows and other techniques. Based upon the results of the quantitative assessment, the Company determined the fair value of the reporting unit exceeded the carrying value, resulting in no impairment.

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the balance sheet.

Other intangible assets consist of core deposit intangible assets arising from whole bank acquisitions and are amortized on an accelerated method over their estimated useful lives, which range from six to ten years.

93

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

Acquired Intangible Assets

Acquired intangible assets at December 31, 2021 and 2020 were as follows (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

12,837

 

 

$

(6,146

)

 

$

12,837

 

 

$

(4,207

)

 

For the years ended December 31, 2021, 2020 and 2019, amortization expense was $1.9 million, $1.8 million and $1.7 million, respectively.

Estimated amortization expense for each of the next five years is as follows (in thousands):

 

Year ending December 31:

 

 

 

2022

 

$

1,690

 

2023

 

 

1,441

 

2024

 

 

1,192

 

2025

 

 

943

 

2026

 

 

694

 

Thereafter

 

 

731

 

Total

 

$

6,691

 

 

NOTE 9 – OTHER REAL ESTATE OWNED

Other real estate owned activity was as follows (in thousands):

 

 

 

2021

 

 

2020

 

 

2019

 

Beginning balance

 

$

523

 

 

$

1,044

 

 

$

988

 

Additions due to acquisitions

 

 

—

 

 

 

571

 

 

 

—

 

Loans transferred to other real estate owned

 

 

2,022

 

 

 

452

 

 

 

180

 

Direct write-downs

 

 

—

 

 

 

—

 

 

 

—

 

Sales of other real estate owned

 

 

(2,279

)

 

 

(1,544

)

 

 

(124

)

End of year

 

$

266

 

 

$

523

 

 

$

1,044

 

 

There was no valuation allowance allocated to properties held for the years ended December 31, 2021, 2020 and 2019.

 

(Income) expenses related to other real estate owned during the years ended December 31, 2021, 2020 and 2019, respectively include (in thousands):

 

 

 

2021

 

 

2020

 

 

2019

 

Net gain on sales

 

$

(49

)

 

$

(273

)

 

$

(3

)

Provision for unrealized losses

 

 

—

 

 

 

—

 

 

 

—

 

Operating expenses, net of rental income

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

(49

)

 

$

(273

)

 

$

(3

)

 

94

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

NOTE 10 – DEPOSITS

Time deposits that exceed the FDIC deposit insurance limit of $250,000 at December 31, 2021 and 2020 were $55,372,000 and $64,110,000, respectively.

Scheduled maturities of time deposits for the next five years and thereafter are as follows (in thousands):

 

Maturity:

 

 

 

2022

 

$

300,251

 

2023

 

 

39,785

 

2024

 

 

19,199

 

2025

 

 

6,568

 

2026

 

 

6,640

 

Thereafter

 

 

606

 

 

 

$

373,049

 

 

At December 31, 2021 and 2020, the Company had $344,000 and $558,000, respectively of deposit accounts in overdraft status that were reclassified to loans in the accompanying balance sheets.

 

NOTE 11 – SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Short-Term Borrowings

The Company did not have any short-term borrowings as of December 31, 2021. The Company had short-term borrowings totaling $10,000,000 at December 31, 2020 via various advances. These advances are non-callable; interest payments are due monthly, with principal due at maturity.

The following is a summary of the contractual maturities and average effective rates of outstanding advances (dollars in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Year

 

Amount

 

 

Interest Rates

 

 

Amount

 

 

Interest Rates

 

2021

 

 

—

 

 

 

—

 

 

 

10,000

 

 

 

0.33

%

 

Advances from the FHLB are collateralized by investment securities with a market value of $2.2 million, FHLB stock and certain commercial and residential real estate mortgage loans totaling $214.9 million under a blanket mortgage collateral agreement. At December 31, 2021, the amount of available credit from the FHLB totaled $154.4 million.

 

Subordinated Notes

 

The Company issued $30.0 million of fixed-to-floating rate subordinated notes during the third quarter of 2020, which were recorded net of issuance costs of $0.6 million, that mature June 30, 2030. Beginning on or after June 30, 2025, the Company may redeem the notes, in whole or in part, at their principal amount plus any accrued and unpaid interest. The notes have a fixed interest rate of 5.25% per annum for the first five years. Thereafter, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR) plus 513 basis points. The carrying value of subordinated notes was $29.5 million and $29.4 million at December 31, 2021 and 2020, respectively.

 

 

95

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following were changes in accumulated other comprehensive income (loss) by component, net of tax, for the years ended December 31, 2021 and 2020 (in thousands):

 

 

 

 

 

 

Unrealized Gains

 

 

 

 

 

 

Gains and

 

 

and Losses

 

 

 

 

 

 

Losses on

 

 

on Available

 

 

 

 

 

 

Cash Flow

 

 

for Sale

 

 

 

 

Year Ended December 31, 2021

 

Hedges

 

 

Securities

 

 

Total

 

Beginning balance

 

$

—

 

 

$

7,728

 

 

$

7,728

 

Other comprehensive loss before
   reclassification, net of tax

 

 

—

 

 

 

(8,977

)

 

 

(8,977

)

Amounts reclassified from accumulated other
   comprehensive loss, net of tax

 

 

—

 

 

 

(21

)

 

 

(21

)

Net current period other comprehensive loss

 

 

—

 

 

 

(8,998

)

 

 

(8,998

)

Ending balance

 

$

—

 

 

$

(1,270

)

 

$

(1,270

)

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

(2,679

)

 

$

4,062

 

 

$

1,383

 

Other comprehensive income before
   reclassification, net of tax

 

 

—

 

 

 

3,758

 

 

 

3,758

 

Amounts reclassified from accumulated other
   comprehensive income (loss), net of tax

 

 

2,679

 

 

 

(92

)

 

 

2,587

 

Net current period other comprehensive income (loss)

 

 

2,679

 

 

 

3,666

 

 

 

6,345

 

Ending balance

 

$

—

 

 

$

7,728

 

 

$

7,728

 

 

The following were significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Affected Line Item

Details about Accumulated Other

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

in the Statement Where

Comprehensive Income Components

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

 

Net Income is Presented

Realized losses on cash flow hedges

 

$

—

 

 

$

(2,466

)

 

$

(635

)

 

Interest expense - savings and money market accounts

 

 

 

—

 

 

 

(213

)

 

 

(243

)

 

Interest expense - Federal Home Loan Bank advances

 

 

 

—

 

 

 

—

 

 

 

9

 

 

Income tax benefit

 

 

$

—

 

 

$

(2,679

)

 

$

(869

)

 

Net of tax

Realized gains and (losses) on available-for-sale securities

 

$

28

 

 

$

125

 

 

$

(99

)

 

Net gain (loss) on sale of securities

 

 

 

(7

)

 

 

(33

)

 

 

26

 

 

Income tax (expense) benefit

 

 

$

21

 

 

$

92

 

 

$

(73

)

 

Net of tax

 

 

NOTE 13 – INCOME TAXES

The components of income tax expense are summarized as follows (in thousands):

 

 

 

2021

 

 

2020

 

 

2019

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

12,174

 

 

$

8,822

 

 

$

3,215

 

State

 

 

732

 

 

 

1,552

 

 

 

1,044

 

 

 

 

12,906

 

 

 

10,374

 

 

 

4,259

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

(158

)

 

 

(3,523

)

 

 

2,039

 

State

 

 

(49

)

 

 

(816

)

 

 

546

 

 

 

 

(207

)

 

 

(4,339

)

 

 

2,585

 

Total

 

$

12,699

 

 

$

6,035

 

 

$

6,844

 

 

96

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

A reconciliation of actual income tax expense in the financial statements to the “expected” tax expense (computed by applying the statutory federal income tax rate of 21% to income before income taxes) for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands):

 

 

 

2021

 

 

2020

 

 

2019

 

Computed tax expense at statutory rate

 

$

12,889

 

 

$

6,454

 

 

$

6,146

 

State income taxes, net of effect of federal income
   taxes

 

 

540

 

 

 

582

 

 

 

1,256

 

Tax-exempt interest income

 

 

(294

)

 

 

(278

)

 

 

(302

)

Earnings on bank owned life insurance contracts

 

 

(384

)

 

 

(186

)

 

 

(173

)

Disallowed expenses

 

 

66

 

 

 

69

 

 

 

84

 

Excess tax expense (benefit) related to stock compensation

 

 

(163

)

 

 

91

 

 

 

(57

)

Nondeductible acquisition related expenses

 

 

—

 

 

 

132

 

 

 

—

 

CARES act net operating loss carryback

 

 

—

 

 

 

(772

)

 

 

—

 

Federal tax credits

 

 

(57

)

 

 

—

 

 

 

—

 

Other

 

 

102

 

 

 

(57

)

 

 

(110

)

Total

 

$

12,699

 

 

$

6,035

 

 

$

6,844

 

 

The effective tax rate compared favorably to the statutory federal rate of 21% and Tennessee excise tax rate of 6.5% primarily due to investments in qualified municipal securities, tax benefits from our real estate investment trust, company owned life insurance, state tax credits, net of the effect of certain non-deductible expenses and the recognition of excess tax benefits related to stock compensation. For the year ended December 31, 2020, the Company recorded an income tax benefit of $0.8 million related to the permanent tax rate benefit of Net Operating Loss carrybacks as a result of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

 

Significant items that gave rise to deferred taxes at December 31, 2021 and 2020 were as follows (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Deferred tax assets:

 

 

 

 

 

 

Allowance for loan losses

 

$

4,863

 

 

$

5,040

 

Net operating loss carryforward

 

 

422

 

 

 

527

 

Organization and preopening costs

 

 

158

 

 

 

261

 

Stock-based compensation

 

 

152

 

 

 

48

 

Acquired loans

 

 

769

 

 

 

939

 

Accrued contributions

 

 

297

 

 

 

288

 

Acquired deposits

 

 

214

 

 

 

459

 

Accrued compensation

 

 

2,670

 

 

 

3,159

 

Deferred loan fees

 

 

1,004

 

 

 

—

 

Unrealized loss on securities available for sale

 

 

1,161

 

 

 

—

 

Other

 

 

215

 

 

 

148

 

Deferred tax assets

 

 

11,925

 

 

 

10,869

 

Deferred tax liabilities:

 

 

 

 

 

 

Depreciation

 

 

1,563

 

 

 

1,633

 

Goodwill

 

 

465

 

 

 

311

 

Unrealized gain on securities available-for-sale

 

 

—

 

 

 

2,009

 

Amortization of core deposit intangible

 

 

1,136

 

 

 

1,608

 

Other acquired assets

 

 

337

 

 

 

509

 

Other

 

 

449

 

 

 

201

 

Deferred tax liabilities

 

 

3,950

 

 

 

6,271

 

Net deferred tax asset

 

$

7,975

 

 

$

4,598

 

 

At December 31, 2021, the Company had federal net operating loss carryforwards of approximately $2.0 million, which expire at various dates from 2030 to 2032. Deferred tax assets are fully recognized because the benefits are more likely than not to be realized based on management's estimation of future taxable earnings.

97

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

There were no significant unrecognized income tax benefits as of December 31, 2021 or December 31, 2020. As of December 31, 2021 and 2020 the Company had no accrued interest or penalties related to uncertain tax penalties.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company has outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the balance sheet.

The following table sets forth outstanding financial instruments whose contract amounts represent credit risk as of December 31, 2021 and 2020 (in thousands):

 

 

 

Contract or notional amount

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Financial instruments whose contract amounts represent
   credit risk:

 

 

 

 

 

 

Unused commitments to extend credit

 

$

831,075

 

 

$

804,520

 

Standby letters of credit

 

 

10,623

 

 

 

10,403

 

Total

 

$

841,698

 

 

$

814,923

 

 

The Company is party to litigation and claims arising in the normal course of business. Management believes that the liabilities, if any, arising from such litigation and claims as of December 31, 2021, will not have a material impact on the financial statements of the Company.

NOTE 15 – CONCENTRATION OF CREDIT RISK

Substantially all of the Company’s loans, commitments, and standby letters of credit have been granted to customers in the Company’s market areas. The concentrations of credit by type of loan are set forth in Note 4 to the financial statements.

At December 31, 2021 and 2020, the Company’s cash and due from banks, federal funds sold and interest-bearing deposits in financial institutions aggregated $358.8 million and $243.2 million, respectively, in excess of insured limits.

NOTE 16 – REGULATORY MATTERS AND RESTRICTIONS ON DIVIDENDS

The Company and the Bank are subject to regulatory capital requirements administered by the Federal Reserve and the Bank is also subject to the regulatory capital requirements of the Tennessee Department of Financial Institutions. Failure to meet capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that could, in that event, have a material adverse effect on the institutions’ financial statements. The relevant regulations require the Company and the Bank to meet specific capital adequacy guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting principles. The capital classifications of the Company and the Bank are also subject to qualitative judgments by their regulators about components, risk weightings, and other factors. Those qualitative judgments could also affect the capital status of the Company and the Bank and the amount of dividends the Company and the Bank may distribute. The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. Banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of December 31, 2021, the Company and the Bank met all regulatory capital adequacy requirements to which they are subject.

The Federal Deposit Insurance Corporation Improvement Act of 1991 establishes a system of “prompt corrective action” to resolve the problems of undercapitalized insured depository institutions. Under this system, federal banking regulators have established five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. Federal banking regulators are required to take various mandatory supervisory actions and are

98

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. For example, institutions in all three undercapitalized categories are automatically restricted from paying distributions and management fees, whereas only an institution that is significantly undercapitalized or critically undercapitalized is restricted in its compensation paid to senior executive officers. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized.

At December 31, 2021 and 2020, the Company and the Bank were well capitalized under the regulatory framework for prompt corrective action. There have been no conditions or events subsequent to December 31, 2021 that management believes have changed the Company’s or the Bank’s category.

The Company’s and the Bank’s capital amounts and ratios are presented in the following table (dollars in thousands):

 

 

 

Actual

 

 

Minimum capital
requirement (1)

 

 

Minimum to be
well-capitalized (2)

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

At December 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

$

384,116

 

 

 

16.29

%

 

$

188,610

 

 

 

8.0

%

 

N/A

 

 

N/A

 

CapStar Bank

 

 

370,919

 

 

 

15.74

 

 

 

188,471

 

 

 

8.0

 

 

 

235,589

 

 

 

10.0

 

Tier I capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

332,567

 

 

 

14.11

 

 

 

141,458

 

 

 

6.0

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

348,902

 

 

 

14.81

 

 

 

141,354

 

 

 

6.0

 

 

 

188,471

 

 

 

8.0

 

Common equity Tier 1 capital to risk
  weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

332,567

 

 

 

14.11

 

 

 

106,093

 

 

 

4.5

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

332,402

 

 

 

14.11

 

 

 

106,015

 

 

 

4.5

 

 

 

153,133

 

 

 

6.5

 

Tier I capital to average assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

332,567

 

 

 

10.69

 

 

 

124,437

 

 

 

4.0

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

348,902

 

 

 

11.23

 

 

 

124,246

 

 

 

4.0

 

 

 

155,308

 

 

 

5.0

 

At December 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

$

338,426

 

 

 

16.03

%

 

$

168,910

 

 

 

8.0

%

 

N/A

 

 

N/A

 

CapStar Bank

 

 

324,152

 

 

 

15.36

 

 

 

168,808

 

 

 

8.0

 

 

 

211,010

 

 

 

10.0

 

Tier I capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

285,439

 

 

 

13.52

 

 

 

126,682

 

 

 

6.0

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

300,588

 

 

 

14.25

 

 

 

126,606

 

 

 

6.0

 

 

 

168,808

 

 

 

8.0

 

Common equity Tier 1 capital to risk
  weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

285,439

 

 

 

13.52

 

 

 

95,012

 

 

 

4.5

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

284,088

 

 

 

13.46

 

 

 

94,954

 

 

 

4.5

 

 

 

137,156

 

 

 

6.5

 

Tier I capital to average assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

285,439

 

 

 

9.60

 

 

 

118,877

 

 

 

4.0

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

300,588

 

 

 

10.12

 

 

 

118,780

 

 

 

4.0

 

 

 

148,476

 

 

 

5.0

 

 

(1)

For the calendar year 2021, the Company was required to maintain a capital conservation buffer of Tier 1 common equity capital in excess of minimum risk-based capital ratios by at least 2.5% to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees.

(2)

For the Company to be well-capitalized, the Bank must be well-capitalized and the Company must not be subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the Federal Reserve to meet and maintain a specific capital level for any capital measure.

 

99

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

Under Tennessee banking law, the Bank is subject to restrictions on the payment of dividends. Banking regulations limit the amount of dividends that may be paid without prior approval of the Tennessee Department of Financial Institutions. Under these regulations, the amount of dividends that may be paid in any calendar year without prior approval of the Tennessee Department of Financial Institutions is limited to the current year’s net income, combined with the retained net income of the preceding two years, subject to the capital requirements described above. The Bank’s payment of dividends may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act of 1991, a depository institution may not pay any dividends if payment would cause it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements that provide that Company holding companies and insured banks should generally only pay dividends out of current operating earnings.

Based on these regulations, the Bank was eligible to pay $82.5 million and $49.6 million of dividends as of December 31, 2021 and 2020, respectively. The Bank paid the Company $5.2 million of dividends during 2021.

NOTE 17 – NONVOTING AND SERIES A PREFERRED STOCK AND STOCK WARRANTS

Nonvoting Common Stock

The Company has authorized 5,000,000 shares of its common stock as nonvoting common stock. The nonvoting common stock has the same rights and privileges as the common stock other than the nonvoting designation. Under certain conditions, as outlined in the Company’s charter, the nonvoting stock may be converted, on a one-to-one basis, to common stock. In conjunction with the Company’s initial public offering, 79,166 shares of nonvoting common stock were issued and simultaneously converted to common stock on a one-to-one basis. During 2019, 132,561 shares of nonvoting common stock were converted to common stock. As a result, at December 31, 2021, there were no shares of nonvoting common stock outstanding.

Preferred Stock

In conjunction with its initial capital issuance in 2008, the Bank issued 1,609,756 shares of Series A Preferred Stock to certain shareholders. During 2016, coinciding with the Company’s initial public offering, 731,707 preferred shares were converted to common shares. During 2019, 878,048 preferred shares were converted to common shares. As a result, at December 31, 2021, there was no Series A Preferred Stock outstanding.

 

NOTE 18 – STOCK OPTIONS AND RESTRICTED SHARES

On April 23, 2021, the shareholders of CapStar Financial Holdings, Inc. approved the 2021 Stock Incentive Plan (the "Plan"), which replaced the 2016 Stock Incentive Plan. The Plan provides for the grant of stock-based incentives, including stock options, restricted stock units, performance awards and restricted stock, to employees, directors and service providers that are subject to forfeiture until vesting conditions have been satisfied by the award recipient under the terms of the award. The Plan is intended to help align the interests of employees and our shareholders and reward our employees for improved Company performance. The Plan reserved 1,168,543 shares of stock for issuance of stock incentives. Stock incentives include both restricted stock and stock option grants. Total shares issuable under the plan were 1,168,174 at December 31, 2021.

The Company has recognized stock-based compensation expense, within salaries and employee benefits for employees, and within other non-interest expense for directors, in the consolidated statements of income as follows (in thousands):

 

 

 

For the year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Stock-based compensation expense before income taxes

 

$

1,600

 

 

$

1,223

 

 

$

1,262

 

Less: deferred tax benefit

 

 

(418

)

 

 

(320

)

 

 

(330

)

Reduction of net income

 

$

1,182

 

 

$

903

 

 

$

932

 

 

100

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

Restricted Shares, Restricted Stock Units, and Performance Stock Units

We grant time-vested restricted stock units and performance stock units to certain key employees and directors under our stock award plan. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at the issue date. Awards vest ratably over a two or three-year vesting period depending on the specific award.

Performance stock units vest based upon the attainment of certain performance metrics over a three-year cumulative performance period. Certain of these awards are eligible to receive dividend equivalent shares. The grant date fair value of these awards approximates the market value of the shares. For awards based upon the achievement of the performance goals, the awards are earned ratably from 0% to 188%. If the performance goals are met at the end of the performance period, the award is adjusted to reflect the Company’s three-year total shareholder return (TSR) performance relative to a capital market peer group. This TSR modifier cannot cause the award to exceed the maximum of 188%.

The recipients have the right to vote and receive dividends but cannot sell, transfer, assign, pledge, hypothecate, or otherwise encumber the restricted stock until the shares have vested. A summary of the changes in the Company’s nonvested stock awards for 2021 follows:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

Restricted

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Year Ended December 31, 2021

 

 

 

 

 

 

Nonvested at beginning of period

 

 

148,414

 

 

$

14.39

 

Granted

 

 

143,591

 

 

 

14.84

 

Vested

 

 

(91,763

)

 

 

14.99

 

Forfeited

 

 

(23,222

)

 

 

14.52

 

Nonvested at end of period

 

 

177,020

 

 

$

14.00

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

 

 

 

 

 

Nonvested at beginning of period

 

 

84,697

 

 

$

17.44

 

Granted

 

 

144,557

 

 

 

13.73

 

Vested

 

 

(76,715

)

 

 

16.50

 

Forfeited

 

 

(4,125

)

 

 

14.45

 

Nonvested at end of period

 

 

148,414

 

 

$

14.39

 

 

 

 

 

 

 

 

Year Ended December 31, 2019

 

 

 

 

 

 

Nonvested at beginning of period

 

 

157,616

 

 

$

17.00

 

Granted

 

 

31,683

 

 

 

15.86

 

Vested

 

 

(83,062

)

 

 

15.93

 

Forfeited

 

 

(21,540

)

 

 

17.72

 

Nonvested at end of period

 

 

84,697

 

 

$

17.44

 

 

As of December 31, 2021, there was $1.4 million of total unrecognized compensation cost related to nonvested shares granted under the Plan. The cost is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of shares vested during the years ended December 31, 2021, 2020 and 2019 was $1.7 million, $1.0 million and $1.4 million, respectively.

Stock Options

Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. Option awards generally have a three year vesting period and a ten year contractual term.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the table below. Expected volatility is based on calculations performed by management using industry data. The expected term of options granted was calculated using the “simplified” method for plain

101

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

vanilla options as permitted under authoritative literature. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The fair value of options granted was determined using the following weighted average assumptions as of the grant date. There were no options granted during 2021 or 2020. The Company granted 50,000 options during 2019.

 

A summary of the activity in stock options for 2021 follows:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

Average

 

 

Remaining

 

 

 

 

 

 

Exercise

 

 

Contractual

 

 

 

Shares

 

 

Price

 

 

Term (years)

 

Year Ended December 31, 2021

 

 

 

 

 

 

 

 

 

Outstanding at beginning of period

 

 

226,589

 

 

$

11.73

 

 

 

 

             Granted

 

 

—

 

 

 

—

 

 

 

 

             Exercised

 

 

(96,344

)

 

 

11.41

 

 

 

 

             Forfeited or expired

 

 

—

 

 

 

—

 

 

 

 

Outstanding at end of period

 

 

130,245

 

 

$

11.96

 

 

 

4.9

 

Fully vested and expected to vest

 

 

130,245

 

 

$

11.96

 

 

 

4.9

 

Exercisable at end of period

 

 

113,578

 

 

$

11.54

 

 

 

4.5

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

 

 

 

 

 

 

 

 

Outstanding at beginning of period

 

 

271,202

 

 

$

11.22

 

 

 

 

             Granted

 

 

—

 

 

 

—

 

 

 

 

             Exercised

 

 

(24,613

)

 

 

6.75

 

 

 

 

             Forfeited or expired

 

 

(20,000

)

 

 

10.92

 

 

 

 

Outstanding at end of period

 

 

226,589

 

 

$

11.73

 

 

 

3.9

 

Fully vested and expected to vest

 

 

226,589

 

 

$

11.73

 

 

 

3.9

 

Exercisable at end of period

 

 

193,255

 

 

$

11.19

 

 

 

3.1

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2019

 

 

 

 

 

 

 

 

 

Outstanding at beginning of period

 

 

507,903

 

 

$

8.66

 

 

 

 

             Granted

 

 

50,000

 

 

 

14.84

 

 

 

 

             Exercised

 

 

(286,701

)

 

 

7.33

 

 

 

 

             Forfeited or expired

 

 

—

 

 

 

—

 

 

 

 

Outstanding at end of period

 

 

271,202

 

 

$

11.22

 

 

 

4.9

 

Fully vested and expected to vest

 

 

271,086

 

 

$

11.22

 

 

 

4.9

 

Exercisable at end of period

 

 

214,952

 

 

$

10.32

 

 

 

3.8

 

 

Information related to stock options during 2021, 2020 and 2019 follows:

 

 

 

2021

 

 

2020

 

 

2019

 

Intrinsic value of options exercised

 

$

821,174

 

 

$

188,662

 

 

$

2,478,086

 

Cash received from option exercises

 

 

1,077,489

 

 

 

105,847

 

 

 

1,930,737

 

Tax benefit realized from option exercises

 

 

148,312

 

 

 

16,524

 

 

 

103,847

 

Weighted average fair value of options granted

 

 

—

 

 

 

—

 

 

 

5.35

 

 

As of December 31, 2021, there was $35,000 of total unrecognized compensation cost related to nonvested stock options granted under the Plan. The cost is expected to be recognized over a weighted-average period of 0.4 years.

102

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

NOTE 19 – EMPLOYMENT CONTRACTS

The Company has entered into employment contracts with certain senior executives with various expiration dates. Most of the contracts have an option for annual renewal by mutual agreement. The agreements specify that in certain terminating events the Company will be obligated to provide certain benefits and pay each of the senior executives severance based on their annual salaries. These terminating events include termination of employment without “Cause” (as defined in the agreements) or in certain other circumstances specified in the agreements.

NOTE 20 – EMPLOYEE BENEFIT PLANS

The Company has a Retirement Savings 401(k) Plan in which employees may participate. The Company has elected a safe harbor 401(k) plan and as such is required to make an annual contribution of 3% of the employees’ salaries annually. An employee does not have to contribute to receive the employer contribution. In addition, the Company may make an additional discretionary contribution up to 6% of the employees’ salaries annually. For the years ended December 31, 2021, 2020 and 2019, the Company contributed $1.0 million, $0.8 million and $0.9 million respectively, to the 401(k) Plan.

The Company also has a Health Reimbursement Plan in place to offset the cost of healthcare deductibles for employees. At the end of the year, up to one-half of the unused balance in the employee’s account will be available for the following year up to a maximum of the deductible for that employee.

NOTE 21 – DERIVATIVE INSTRUMENTS

The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

Interest Rate Swaps Designated as Cash Flow Hedges

There were no interest rate swaps designated as cash flow hedges as of December 31, 2021 or 2020. The company previously terminated an interest rate swap during 2019, which resulted in a termination fee of $1.5 million which continued to be amortized as the corresponding hedged items, consisting of LIBOR-based brokered deposits and FHLB borrowings, were expected to remain outstanding until the initial maturities of the terminated swaps. However, during the year ended December 31, 2020, it was determined that in light of the Company’s surplus liquidity position this funding was expected to be terminated at the next renewal date and thus the previously terminated interest rate swaps which had been designated as cash flow hedges were no longer deemed effective, therefore, remaining unrealized losses of $1.9 million included in accumulated other comprehensive income were recognized in net income. There are no unrealized gains or losses in accumulated other comprehensive income as of December 31, 2021.

Other Interest Rate Swaps

The Company also enters into swaps to facilitate customer transactions and meet their financing needs. Upon entering into these transactions the Company enters into offsetting positions with large U.S. financial institutions in order to minimize risk to the Company. A summary of the Company’s customer related interest rate swaps is as follows (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Notional

 

 

Estimated

 

 

Notional

 

 

Estimated

 

 

 

amount

 

 

fair value

 

 

amount

 

 

fair value

 

Interest rate swap agreements:

 

 

 

 

 

 

 

 

 

 

 

 

Pay fixed/receive variable swaps

 

$

54,055

 

 

$

(1,594

)

 

$

59,946

 

 

$

(2,740

)

Pay variable/receive fixed swaps

 

 

54,055

 

 

 

1,594

 

 

 

59,946

 

 

 

2,740

 

Total

 

$

108,110

 

 

$

—

 

 

$

119,892

 

 

$

—

 

 

Mortgage Banking Derivatives

The Company enters into various derivative agreements with customers in the form of interest-rate lock commitments which are commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The derivatives are valued using a model that utilizes market interest rates and other unobservable inputs. Changes in the fair value of these commitments due to fluctuations in interest rates that are to be originated to our loans held for sale portfolio are economically hedged through the use of forward sale commitments of mortgage-backed securities. The gains and losses arising from this derivative activity

103

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

are reflected in current period earnings under mortgage banking income. Interest rate lock commitments are valued using a model with significant unobservable market parameters. Forward sale commitments are valued based on quoted prices for similar assets in an active market with inputs that are observable.

The net gains (losses) relating to mortgage banking derivative instruments included in mortgage banking income were as follows (dollars in thousands):

 

 

 

For the year ended

 

 

For the year ended

 

 

For the year ended

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

Mortgage loan interest rate lock commitments

 

$

(1,911

)

 

$

1,959

 

 

$

648

 

Mortgage-backed securities forward sales commitments

 

 

466

 

 

 

(478

)

 

 

(148

)

Total

 

$

(1,445

)

 

$

1,481

 

 

$

500

 

 

 

The amount and fair value of mortgage banking derivatives included in the consolidated balance sheets was as follows (dollars in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Notional

 

 

Estimated

 

 

Notional

 

 

Estimated

 

 

 

amount

 

 

fair value

 

 

amount

 

 

fair value

 

Included in other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage loan interest rate lock commitments

 

$

50,281

 

 

$

696

 

 

$

88,303

 

 

$

2,607

 

Included in other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities forward sales commitments

 

$

43,000

 

 

$

(160

)

 

$

87,000

 

 

$

(626

)

 

NOTE 22 – RELATED PARTY

The Company may enter into loan transactions with certain directors, executive officers, significant shareholders, and their affiliates. Such transactions were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with persons not affiliated with the Company, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. None of these loans were impaired at December 31, 2021 or 2020. Activity within these loans during the years ended December 31, 2021 and 2020 was as follows (in thousands):

 

 

 

 

Total
commitment

 

 

Total funded
commitment

 

Year ended December 31, 2021

 

 

 

 

 

 

Beginning of period

 

$

18,024

 

 

$

9,782

 

New commitments/draw downs

 

 

1,314

 

 

 

2,896

 

Repayments

 

 

(8,761

)

 

 

(4,140

)

End of period

 

$

10,577

 

 

$

8,538

 

 

 

 

 

 

 

 

Year ended December 31, 2020

 

 

 

 

 

 

Beginning of period

 

$

21,815

 

 

$

10,673

 

New commitments/draw downs

 

 

200

 

 

 

2,798

 

Repayments

 

 

(3,991

)

 

 

(3,689

)

End of period

 

$

18,024

 

 

$

9,782

 

 

Deposits from directors, executive officers, significant shareholders and their affiliates at December 31, 2021 and 2020 were $40.8 million and $38.5 million, respectively.

 

104

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

NOTE 23 – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

 

Level 1:

 

Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

 

Level 2:

 

Significant observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

 

 

Level 3:

 

Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

The Company used the following methods and significant assumptions to estimate fair value:

Investment Securities : The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded and values debt securities by relying on quoted prices for the specific securities and the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). See below for additional discussion of Level 3 valuation methodologies and significant inputs. The fair values of all securities are determined from third party pricing services without adjustment.

Derivatives-Interest Rate Swaps : The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). The Company’s derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. The fair values of all interest rate swaps are determined from third party pricing services without adjustment.

Impaired Loans : The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Such adjustments result in a Level 3 classification of the inputs for determining fair value. Collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on at least a quarterly basis for additional impairment and adjusted in accordance with the loan policy.

Other Real Estate Owned : Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Appraisals may be adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and/or management’s expertise and knowledge of the collateral. Such adjustments result in a Level 3 classification of the inputs for determining fair value. Real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly. The Company had no other real estate owned carried at fair value at December 31, 2021 or 2020.

105

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

Loans Held For Sale: Loans held for sale are carried at either fair value, if elected, or the lower of cost or fair value on a pool-level basis. Origination fees and costs for loans held for sale recorded at lower of cost or market are capitalized in the basis of the loan and are included in the calculation of realized gains and losses upon sale. Origination fees and costs are recognized in earnings at the time of origination for loans held for sale that are recorded at fair value. Fair value is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 2).

Derivatives-Mortgage Loan Interest Rate Lock Commitments: Interest rate lock commitments that relate to the origination of mortgage loans that will be held for sale are recorded at fair value, determined as the amount that would be required to settle each derivative instrument at the balance sheet date. The fair value of the interest rate lock commitment is derived from the fair value of related mortgage loans, which is based on observable market data and includes the expected net future cash flows related to servicing of the loans. In estimating the fair value of an interest rate lock commitment, the Company assigns a probability to the interest rate lock commitment based on an expectation that it will be exercised and the loan will be funded (a “pull through” rate). The expected pull through rates are applied to the fair value of the unclosed mortgage pipeline, resulting in a Level 3 fair value classification. The pull through rate is a statistical analysis of our actual rate lock fallout history to determine the sensitivity of the residential mortgage loan pipeline compared to interest rate changes and other deterministic values. New market prices are applied based on updated loan characteristics and new fallout ratios (i.e., the inverse of the pull through rate) are applied accordingly. Significant increases (decreases) in the pull through rate in isolation result in a significantly higher (lower) fair value measurement. Changes to the fair value of interest rate lock commitments are recognized based on interest rate changes, changes in the probability that the commitment will be exercised, and the passage of time.

Derivatives-Mortgage-Backed Securities Forward Sales Commitments: The Company utilizes mortgage-backed securities forward sales commitments to hedge mortgage loan interest rate lock commitments. Mortgage-backed securities forward sales commitments are recorded at fair value based on quoted prices for similar assets in an active market with inputs that are observable, resulting in a Level 2 fair value classification.

.

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

 

 

 

Fair value measurements at December 31, 2021

 

 

 

 

 

 

Quoted prices

 

 

 

 

 

 

 

 

 

 

 

 

in active

 

 

Significant

 

 

 

 

 

 

 

 

 

markets for

 

 

other

 

 

Significant

 

 

 

 

 

 

identical

 

 

observable

 

 

unobservable

 

 

 

Carrying

 

 

assets

 

 

inputs

 

 

inputs

 

 

 

Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency agencies

 

$

11,503

 

 

$

—

 

 

$

11,503

 

 

$

—

 

State and municipal securities

 

 

82,560

 

 

 

—

 

 

 

82,560

 

 

 

—

 

Mortgage-backed securities

 

 

293,607

 

 

 

—

 

 

 

293,607

 

 

 

—

 

Asset-backed securities

 

 

3,339

 

 

 

—

 

 

 

3,339

 

 

 

—

 

Other debt securities

 

 

68,387

 

 

 

—

 

 

 

68,387

 

 

 

—

 

Loans held for sale

 

 

37,306

 

 

 

—

 

 

 

37,306

 

 

 

—

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - customer related

 

 

1,594

 

 

 

—

 

 

 

1,594

 

 

 

—

 

Mortgage loan interest rate lock commitments

 

 

696

 

 

 

—

 

 

 

—

 

 

 

696

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities - customer related

 

 

(1,594

)

 

 

—

 

 

 

(1,594

)

 

 

—

 

Mortgage-backed securities forward sales commitments

 

 

(160

)

 

 

—

 

 

 

(160

)

 

 

—

 

 

106

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

 

 

Fair value measurements at December 31, 2020

 

 

 

 

 

 

Quoted prices

 

 

 

 

 

 

 

 

 

 

 

 

in active

 

 

Significant

 

 

 

 

 

 

 

 

 

markets for

 

 

other

 

 

Significant

 

 

 

 

 

 

identical

 

 

observable

 

 

unobservable

 

 

 

Carrying

 

 

assets

 

 

inputs

 

 

inputs

 

 

 

Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency agencies

 

$

16,391

 

 

$

—

 

 

$

16,391

 

 

$

—

 

State and municipal securities

 

 

91,928

 

 

 

—

 

 

 

91,928

 

 

 

—

 

Mortgage-backed securities

 

 

336,363

 

 

 

—

 

 

 

336,363

 

 

 

—

 

Asset-backed securities

 

 

3,193

 

 

 

—

 

 

 

3,193

 

 

 

—

 

Other debt securities

 

 

38,340

 

 

 

—

 

 

 

38,340

 

 

 

—

 

Loans held for sale

 

 

97,303

 

 

 

 

 

 

97,303

 

 

 

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities - customer related

 

 

2,740

 

 

 

—

 

 

 

2,740

 

 

 

—

 

Mortgage loan interest rate lock commitments

 

 

2,607

 

 

 

—

 

 

 

—

 

 

 

2,607

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities - customer related

 

 

(2,740

)

 

 

—

 

 

 

(2,740

)

 

 

—

 

Mortgage-backed securities forward sales commitments

 

 

(626

)

 

 

—

 

 

 

(626

)

 

 

—

 

 

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2021 and 2020 (dollars in thousands):

 

 

 

Mortgage Loan Interest Rate

 

 

 

Lock Commitments

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Balance of recurring Level 3 assets at January 1st

 

$

2,607

 

 

$

648

 

Total gains or losses for the period:

 

 

 

 

 

 

Included in mortgage banking income

 

 

(1,911

)

 

 

1,959

 

Balance of recurring Level 3 assets at December 31st

 

$

696

 

 

$

2,607

 

 

The following table presents quantitative information about recurring Level 3 fair value measurements at December 31, 2021 (dollars in thousands).

 

 

 

 

 

 

 

 

 

 

Range

 

 

Fair

 

 

Valuation

 

 

 

(Weighted-

December 31, 2021

 

Value

 

 

Technique(s)

 

Unobservable Input(s)

 

Average)

Assets:

 

 

 

 

 

 

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

Mortgage loan interest rate lock commitments

 

$

696

 

 

Consensus pricing

 

Origination pull-through rate

 

60% - 98% (80%)

 

 

 

 

 

 

 

 

 

 

Range

 

 

Fair

 

 

Valuation

 

 

 

(Weighted-

December 31, 2020

 

Value

 

 

Technique(s)

 

Unobservable Input(s)

 

Average)

Assets:

 

 

 

 

 

 

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

Mortgage loan interest rate lock commitments

 

$

2,607

 

 

Consensus pricing

 

Origination pull-through rate

 

54% - 91% (74%)

 

107

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

Assets measured at fair value on a nonrecurring basis are summarized below (in thousands):

 

 

 

 

Fair value measurements at December 31, 2021

 

 

 

 

 

 

Quoted prices

 

 

 

 

 

 

 

 

 

 

 

 

in active

 

 

Significant

 

 

 

 

 

 

 

 

 

markets for

 

 

other

 

 

Significant

 

 

 

 

 

 

identical

 

 

observable

 

 

unobservable

 

 

 

Carrying

 

 

assets

 

 

inputs

 

 

inputs

 

 

 

Value

 

 

(level 1)

 

 

(level 2)

 

 

(level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate

 

$

454

 

 

$

—

 

 

$

—

 

 

$

454

 

 

 

 

Fair value measurements at December 31, 2020

 

 

 

 

 

 

Quoted prices

 

 

 

 

 

 

 

 

 

 

 

 

in active

 

 

Significant

 

 

 

 

 

 

 

 

 

markets for

 

 

other

 

 

Significant

 

 

 

 

 

 

identical

 

 

observable

 

 

unobservable

 

 

 

Carrying

 

 

assets

 

 

inputs

 

 

inputs

 

 

 

Value

 

 

(level 1)

 

 

(level 2)

 

 

(level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

36

 

 

$

—

 

 

$

—

 

 

$

36

 

 

The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a nonrecurring basis (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

Range

 

 

Fair

 

 

Valuation

 

Unobservable

 

(Weighted-

December 31, 2021

 

Value

 

 

Technique(s)

 

Input(s)

 

Average)

Impaired loans:

 

 

 

 

 

 

 

 

 

Consumer real estate

 

$

454

 

 

Sales Comparison approach

 

Appraisal discounts

 

10%

 

 

 

 

 

 

 

 

 

 

Range

 

 

Fair

 

 

Valuation

 

Unobservable

 

(Weighted-

December 31, 2020

 

Value

 

 

Technique(s)

 

Input(s)

 

Average)

Impaired loans:

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

36

 

 

Sales comparison approach

 

Appraisal discounts

 

10%

 

108

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

Fair Value of Financial Instruments

The carrying value and estimated fair values of the Company’s financial instruments at December 31, 2021 and 2020 were as follows (in thousands):

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

 

 

Carrying

 

 

 

 

 

Carrying

 

 

 

 

 

Fair value

 

 

amount

 

 

Fair value

 

 

amount

 

 

Fair value

 

 

level of input

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks, interest-bearing deposits in financial institutions

 

$

395,225

 

 

$

395,225

 

 

$

277,439

 

 

$

277,439

 

 

Level 1

Federal funds sold

 

 

19,900

 

 

 

19,900

 

 

 

—

 

 

 

—

 

 

Level 1

Securities available-for-sale

 

 

459,396

 

 

 

459,396

 

 

 

486,215

 

 

 

486,215

 

 

Level 2

Securities held-to-maturity

 

 

1,782

 

 

 

1,830

 

 

 

2,407

 

 

 

2,504

 

 

Level 2

Loans held for sale

 

 

83,715

 

 

 

84,934

 

 

 

186,998

 

 

 

180,698

 

 

Level 2

Restricted equity securities

 

 

14,453

 

 

N/A

 

 

 

15,562

 

 

N/A

 

 

N/A

Loans

 

 

1,965,769

 

 

 

1,963,803

 

 

 

1,883,690

 

 

 

1,900,647

 

 

Level 3

Accrued interest receivable

 

 

7,376

 

 

 

7,376

 

 

 

8,771

 

 

 

8,771

 

 

Level 2

Other assets

 

 

91,064

 

 

 

91,064

 

 

 

46,381

 

 

 

46,381

 

 

Level 2 / Level 3

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

2,684,281

 

 

 

2,517,856

 

 

 

2,568,001

 

 

 

2,472,860

 

 

Level 3

Federal Home Loan Bank advances and other borrowings

 

 

29,532

 

 

 

30,477

 

 

 

39,423

 

 

 

41,400

 

 

Level 2

Other liabilities

 

 

1,842

 

 

 

1,842

 

 

 

3,334

 

 

 

3,334

 

 

Level 3

 

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

(a)
Cash and Due from Banks, Interest-Bearing Deposits in Financial Institutions

For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

(b)
Federal Funds Sold

Federal funds sold clear on a daily basis. For this reason, the carrying amount is a reasonable estimate of fair value.

(c)
Restricted Equity Securities

It is not practical to determine the fair value of restricted securities due to restrictions placed on their transferability.

(d)
Loans, net

In accordance with the adoption of ASU 2016-01, the fair value of loans is measured using an exit price notion. Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral.

(e)
Accrued interest receivable

The carrying amount of accrued interest approximates fair value.

 

(f)
Other Assets

Included in other assets are bank owned life insurance and certain interest rate swap agreements. The fair values of interest rate swap agreements are based on independent pricing services that utilize pricing models with observable market inputs. For bank owned life insurance, the carrying amount is based on the cash surrender value and is a reasonable estimate of fair value.

109

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

(g)
Deposits

The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposit is estimated by discounted cash flow models, using current market interest rates offered on certificates with similar remaining maturities.

(h)
Federal Home Loan Bank Advances and Other Borrowings

The fair value of fixed rate Federal Home Loan Bank Advances and other borrowings is estimated using discounted cash flow models, using current market interest rates offered on certificates, advances and other borrowings with similar remaining maturities.

(i)
Other Liabilities

Included in other liabilities are accrued interest payable and certain interest rate swap agreements. The fair values of interest rate swap agreements are based on independent pricing services that utilize pricing models with observable market inputs. The carrying amounts of accrued interest approximate fair value.

(j)
Off-Balance Sheet Instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

(k)
Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on estimating on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, fixed assets are not considered financial instruments and their value has not been incorporated into the fair value estimates. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

NOTE 24 – PARENT COMPANY ONLY FINANCIAL INFORMATION

 

The following information presents the condensed balance sheets of CapStar Financial Holdings, Inc. as of the years ended December 31, 2021 and 2020 (in thousands).

Condensed Balance Sheets

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,050

 

 

$

13,176

 

Investment in consolidated subsidiary

 

 

396,429

 

 

 

358,635

 

Other assets

 

 

1,208

 

 

 

1,163

 

Total assets

 

$

409,687

 

 

$

372,974

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

Subordinated debt

 

$

29,532

 

 

$

29,423

 

Other liabilities

 

 

60

 

 

 

65

 

Total shareholders' equity

 

 

380,095

 

 

 

343,486

 

Total liabilities and shareholders' equity

 

$

409,687

 

 

$

372,974

 

 

110

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

The following information presents the statements of income, and statements of cash flows of CapStar Financial Holdings, Inc. for the years ended December 31, 2021, 2020 and 2019 (in thousands).

 

Condensed Income Statements

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

Income - dividends from subsidiary

 

$

5,150

 

 

$

4,075

 

 

$

3,530

 

Interest expense subordinated debt

 

 

1,575

 

 

 

792

 

 

 

—

 

Other expenses

 

 

954

 

 

 

1,373

 

 

 

1,083

 

Income (loss) before income taxes and equity in undistributed net income of subsidiary

 

 

2,621

 

 

 

1,910

 

 

 

2,447

 

Income tax benefit

 

 

(645

)

 

 

(552

)

 

 

(262

)

Income (loss) before equity in undistributed net income of subsidiary

 

 

3,266

 

 

 

2,462

 

 

 

2,709

 

Equity in undistributed net income of subsidiary

 

 

45,411

 

 

 

22,234

 

 

 

19,713

 

Net income

 

$

48,677

 

 

$

24,696

 

 

$

22,422

 

 

Condensed Statements of Cash Flow

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

December 31, 2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

48,677

 

 

$

24,696

 

 

$

22,422

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

Changes in other assets and liabilities

 

 

(4,871

)

 

 

(2,935

)

 

 

(3,567

)

Equity in undistributed net income of subsidiary

 

 

(45,411

)

 

 

(22,234

)

 

 

(19,713

)

Net cash used in operating activities

 

 

(1,605

)

 

 

(473

)

 

 

(858

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Cash paid for acquisitions

 

 

—

 

 

 

(27,278

)

 

 

—

 

Dividends received from CapStar Bank

 

 

5,150

 

 

 

4,075

 

 

 

3,530

 

Net cash provided by (used in) investing activities

 

 

5,150

 

 

 

(23,203

)

 

 

3,530

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Issuance of subordinated debt

 

 

—

 

 

 

29,387

 

 

 

—

 

Repurchase of common stock

 

 

(462

)

 

 

(1,437

)

 

 

(7,836

)

Exercise of common stock options and warrants

 

 

858

 

 

 

63

 

 

 

1,627

 

Common stock dividends paid

 

 

(5,067

)

 

 

(4,035

)

 

 

(3,507

)

Net cash (used in) provided by financing activities

 

 

(4,671

)

 

 

23,978

 

 

 

(9,716

)

Net (decrease) increase in cash and cash equivalents

 

 

(1,126

)

 

 

302

 

 

 

(7,044

)

Cash and cash equivalents at beginning of period

 

 

13,176

 

 

 

12,874

 

 

 

19,918

 

Cash and cash equivalents at end of period

 

$

12,050

 

 

$

13,176

 

 

$

12,874

 

 

111

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Notes to Consolidated Financial Statements

 

 

NOTE 25 – QUARTERLY FINANCIAL RESULTS (UNAUDITED)

 

The following is a summary of quarterly financial results (unaudited) for 2021, 2020 and 2019:

 

 

 

First Quarter

 

 

Second Quarter

 

 

Third Quarter

 

 

Fourth Quarter

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

24,278

 

 

$

24,832

 

 

$

24,690

 

 

$

24,659

 

Interest expense

 

 

2,096

 

 

 

1,800

 

 

 

1,726

 

 

 

1,667

 

Net interest income

 

 

22,182

 

 

 

23,032

 

 

 

22,964

 

 

 

22,992

 

Provision for loan losses

 

 

650

 

 

 

(1,065

)

 

 

—

 

 

 

(651

)

Net interest income after provision for loan losses

 

 

21,532

 

 

 

24,097

 

 

 

22,964

 

 

 

23,643

 

Noninterest income

 

 

10,014

 

 

 

9,883

 

 

 

11,651

 

 

 

11,133

 

Noninterest expense

 

 

17,413

 

 

 

19,080

 

 

 

18,366

 

 

 

18,682

 

Net income before income tax expense

 

 

14,133

 

 

 

14,900

 

 

 

16,249

 

 

 

16,094

 

Income tax expense

 

 

3,103

 

 

 

2,824

 

 

 

3,147

 

 

 

3,625

 

Net income

 

$

11,030

 

 

$

12,076

 

 

$

13,102

 

 

$

12,469

 

Net income per share, basic

 

$

0.50

 

 

$

0.55

 

 

$

0.59

 

 

$

0.56

 

Net income per share, diluted

 

$

0.50

 

 

$

0.54

 

 

$

0.59

 

 

$

0.56

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

21,738

 

 

$

20,741

 

 

$

24,642

 

 

$

24,731

 

Interest expense

 

 

5,077

 

 

 

3,066

 

 

 

4,986

 

 

 

2,400

 

Net interest income

 

 

16,661

 

 

 

17,675

 

 

 

19,656

 

 

 

22,331

 

Provision for loan losses

 

 

7,553

 

 

 

1,624

 

 

 

2,119

 

 

 

184

 

Net interest income after provision for loan losses

 

 

9,108

 

 

 

16,051

 

 

 

17,537

 

 

 

22,147

 

Noninterest income

 

 

5,874

 

 

 

10,823

 

 

 

14,804

 

 

 

11,748

 

Noninterest expense

 

 

14,211

 

 

 

18,934

 

 

 

22,739

 

 

 

21,478

 

Net income before income tax expense

 

 

771

 

 

 

7,940

 

 

 

9,602

 

 

 

12,417

 

Income tax expense (benefit)

 

 

(575

)

 

 

1,759

 

 

 

2,115

 

 

 

2,736

 

Net income

 

$

1,346

 

 

$

6,181

 

 

$

7,487

 

 

$

9,681

 

Net income per share, basic

 

$

0.07

 

 

$

0.34

 

 

$

0.34

 

 

$

0.44

 

Net income per share, diluted

 

$

0.07

 

 

$

0.34

 

 

$

0.34

 

 

$

0.44

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

22,967

 

 

$

23,158

 

 

$

23,216

 

 

$

22,205

 

Interest expense

 

 

5,965

 

 

 

6,150

 

 

 

6,060

 

 

 

5,624

 

Net interest income

 

 

17,002

 

 

 

17,008

 

 

 

17,156

 

 

 

16,581

 

Provision for loan losses

 

 

886

 

 

 

—

 

 

 

(125

)

 

 

—

 

Net interest income after provision for loan losses

 

 

16,116

 

 

 

17,008

 

 

 

17,281

 

 

 

16,581

 

Noninterest income

 

 

4,735

 

 

 

7,032

 

 

 

6,788

 

 

 

5,719

 

Noninterest expense

 

 

14,725

 

 

 

16,470

 

 

 

15,531

 

 

 

15,266

 

Net income before income tax expense

 

 

6,126

 

 

 

7,570

 

 

 

8,538

 

 

 

7,034

 

Income tax expense

 

 

1,346

 

 

 

1,814

 

 

 

2,072

 

 

 

1,613

 

Net income

 

$

4,780

 

 

$

5,756

 

 

$

6,466

 

 

$

5,421

 

Net income per share, basic

 

$

0.27

 

 

$

0.33

 

 

$

0.36

 

 

$

0.30

 

Net income per share, diluted

 

$

0.25

 

 

$

0.31

 

 

$

0.35

 

 

$

0.29

 

 

112

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of December 31, 2021. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures, were effective as of the end of the period covered by this Report.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended December 31, 2021, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting was designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2021, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in 2013. This assessment included controls over the preparation of the Consolidated Financial Statements. Based on such assessment, management determined that, as of December 31, 2021, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, has been audited by Elliott Davis LLC, an independent registered public accounting firm, as stated in their report included on page 63 of this Annual Report on Form 10-K.

 

ITEM 9B. OTHER INFORMATION

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

113

 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be contained in, and is hereby incorporated herein by reference from, the 2022 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item will be contained in, and is hereby incorporated herein by reference from, the 2022 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table summarizes information concerning the Company’s equity compensation plans at December 31, 2021:

 

 

 

 

 

 

 

 

 

Number of shares

 

 

 

Number of shares

 

 

 

 

 

remaining

 

 

 

to be issued

 

 

Weighted

 

 

available for

 

 

 

upon

 

 

average exercise

 

 

future issuances

 

 

 

exercise of

 

 

price of

 

 

under equity

 

 

 

outstanding

 

 

outstanding

 

 

compensation

 

 

 

options,

 

 

options,

 

 

plans (excluding

 

 

 

warrants

 

 

warrants

 

 

shares reflected

 

 

 

and rights

 

 

and rights

 

 

in column (a))

 

Plan Category

 

(a)

 

 

(b)

 

 

(c)

 

Equity compensation plans approved by shareholders:

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc. Stock Incentive Plan

 

 

130,245

 

(1)

$

11.96

 

 

 

1,168,174

 

Equity compensation plans not approved by shareholders

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

 

130,245

 

(1)

$

11.96

 

 

 

1,168,174

 

 

(1)
Represents 130,245 shares of common stock subject to issuance upon exercise of issued and outstanding stock options.

The other information required by this Item will be contained in, and is hereby incorporated herein by reference from, the 2022 Proxy Statement.

The information required by this Item will be contained in, and is hereby incorporated herein by reference from, the 2022 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will be contained in, and is hereby incorporated herein by reference from, the 2022 Proxy Statement.

114

 

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENTS

(a) The following is a list of documents filed as a part of this Report:

(1) Financial Statements

The following consolidated financial statements of CapStar and its subsidiary and related reports of our independent registered public accounting firm are incorporated into this Item 15 by reference from Part II - Item 8, pages 61 through 112.

 

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Income for the years ended December 2021, 2020, and 2019

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, 2019

Notes to Consolidated Financial Statements

(2) See Item 15(b) of this Report and the Exhibit Index immediately preceding the signature pages to this

Annual Report on 10-K, which is incorporated herein by reference.

 

(b) Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the signature pages to this Annual Report on 10-K and are either filed with or incorporated by reference in this Annual Report on Form 10-K.

ITEM 16. FORM 10-K SUMMARY

 

None.

 

115

 

EXHIBIT INDEX

 

Exhibit
Number

 

 

Description

 

 

 

3.1

 

Charter of CapStar Financial Holdings, Inc. (incorporated by reference herein to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

3.2

 

Amended and Restated Bylaws of Capstar Financial Holdings, Inc. (incorporated by reference herin to Exhibit 3.1 to the Company’s Current Report on Form 8-K on October 28, 2019)

 

 

 

4.1

 

Form of Common Stock Certificate (incorporated by reference herein to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on September 20, 2016)

 

 

 

4.2

 

Description of Registrant’s Securities, registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference herein to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and filed on March 5, 2021*.

 

 

 

10.1†

 

Executive Employment Agreement, dated May 13, 2019, between CapStar Financial Holdings, Inc., CapStar Bank, and Timothy K. Schools (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 17, 2019)

 

 

 

10.2†

 

Non-Qualified Stock Option Agreement, dated May 22, 2019, between CapStar Financial Holdings, Inc., CapStar Bank, and Timothy K. Schools (incorporated by reference herein to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2019)

 

 

 

10.3†

 

Third Amended and Restated Executive Employment Agreement between CapStar Bank and Christopher Tietz, dated as of September 14, 2021 (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2022)

 

 

 

10.4†

 

CapStar Financial Holdings, Inc. Restricted Stock Agreement between CapStar Financial Holdings, Inc. and Christopher Tietz, dated as of December 28, 2018 (incorporated by reference herein to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on January 4, 2019)

 

 

 

10.5†

 

Promissory Note between CapStar Bank and Christopher Tietz, dated December 28, 2018 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on January 4, 2019)

 

 

 

10.6†

 

CapStar Financial Holdings, Inc. Stock Incentive Plan (incorporated by reference herein to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

10.7†

 

First Amendment to the CapStar Financial Holdings, Inc. Stock Incentive Plan (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 30, 2017)

 

 

 

10.8†

 

Second Amendment to the CapStar Financial Holdings, Inc. Stock Incentive Plan (incorporated by reference herein to Appendix A to the Company’s Definitive Proxy Statement filed on March 19, 2018)

 

 

 

10.9†

 

CapStar Financial Holdings, Inc. form of Restricted Stock Agreement (incorporated by reference herein to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

 

116

 

10.10†

 

CapStar Financial Holdings, Inc. form of Restricted Stock Agreement to replace awards of CapStar Bank Restricted Stock (incorporated by reference herein to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

10.11†

 

CapStar Financial Holdings, Inc. form of Non-Qualified Stock Option Agreement (incorporated by reference herein to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

10.12†

 

CapStar Financial Holdings, Inc. form of Non-Qualified Stock Option Agreement to replace awards of CapStar Bank Options (incorporated by reference herein to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

10.13†

 

Athens Bancshares Corporation 2010 Equity Incentive Plan and related form agreement (incorporated by reference herein to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File Number 333-227625) filed on October 1, 2018)

 

 

 

10.14†

 

CapStar Financial Holdings, Inc. 2021 Stock Incentive Plan (incorporated by reference herein to Appendix A to the Company’s Definitive Proxy Statement filed on March 26, 2021)

 

 

 

10.15†

 

Separation Agreement between CapStar Bank and Denis J. Duncan, dated as of February 10, 2022 (incorporated by reference herein to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on February 11, 2022)

 

 

 

21.1

 

Subsidiaries of Capstar Financial Holdings, Inc. *

 

 

 

23.1

 

Consent of Elliot Davis, LLC*

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.*

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.*

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as mended.**

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as mended.**

 

 

 

101

 

The following financial information from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholders' Equity, and (v) the Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.*

 

 

 

101 INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because in XBRL tags are embedded within the Inline XBRL document.

 

 

 

101 SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101 CAL

 

Inline XBRL Taxonomy Calculation Linkbase Document.*

 

117

 

 

 

 

101 LAB

 

Inline XBRL Taxonomy Labels Linkbase Document.*

 

 

 

101 PRE

 

Inline XBRL Taxonomy Presentation Linkbase Document.*

 

 

 

101 DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

 

 

 

104

 

The cover page of CapStar Financial Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL

 

* Filed with this Annual Report on Form 10-K.

** Furnished with this Annual Report on Form 10-K.

† Represents a management contract or a compensatory plan or arrangement.

 

 

118

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

CAPSTAR FINANCIAL HOLDINGS, INC.

 

 

 

 

 

Date: March 4, 2022

 

By:

 

/s/ Timothy K. Schools

 

 

 

 

Timothy K. Schools

 

 

 

 

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

/s/ Timothy K. Schools

 

Director, President and Chief Executive Officer

 

March 4, 2022

Timothy K. Schools

 

 (Principal Executive Officer)

 

 

 

 

 

 

/s/ Michael J. Fowler

 

Chief Financial Officer

 

 March 4, 2022

Michael J. Fowler

 

 (Principal Financial Officer)

 

 

 

 

 

 

/s/ Jeffrey L. Moody

Controller

 

March 4, 2022

Jeffrey L. Moody

 (Principal Accounting Officer)

 

 

 

 

 

 

/s/ Dennis C. Bottorff

Dennis C. Bottorff

 

Chairman

 

March 4, 2022

 

 

 

 

 

 

 

/s/ L. Earl Bentz

L. Earl Bentz

 

Director

 

March 4, 2022

 

 

 

 

 

 

 

/s/ Sam B. DeVane

Sam B. DeVane

 

Director

 

March 4, 2022

 

 

 

 

 

 

 

/s/ Thomas R. Flynn

Thomas R. Flynn

 

Director

 

March 4, 2022

 

 

 

 

 

 

 

 

/s/ Louis A. Green III

 

 Director

 

March 4, 2022

Louis A. Green III

 

 

 

 

 

 

 

 

/s/ Valora S. Gurganious

 

Director

 

March 4, 2022

Valora S. Gurganious

 

 

 

 

 

 

 

/s/ Myra NanDora Jenne

 

Director

 

March 4, 2022

Myra NanDora Jenne

 

 

 

 

 

 

 

 

 

/s/ Joelle J. Phillips

Joelle J. Phillips

 

Director

 

March 4, 2022

 

 

 

 

 

 

/s/ Stephen B. Smith

Stephen B. Smith

 

Director

 

March 4, 2022

 

 

 

 

 

 

/s/ James S. Turner, Jr.

James S. Turner, Jr.

 

Director

 

March 4, 2022

 

 

 

 

 

 

/s/ Toby S. Wilt

Toby S. Wilt

 

Director

 

March 4, 2022

 

 

 

 

 

119
EX-4.3

Exhibit 4.3

DESCRIPTION OF REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

The following description sets forth certain material terms and provisions of CapStar Financial Holdings, Inc.’s (the “Company”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the Annual Report on Form 10-K into which this exhibit is incorporated by reference, the registrant has one class of securities registered under Section 12 of the Exchange Act: the Company’s common stock, par value $1.00 per share (the “Common Stock”).

General Description of the Company’s Capitalization

The Company’s Charter currently authorizes the issuance of 30,000,000 shares of capital stock, with 25,000,000 shares being Common Stock and 5,000,000 shares being preferred stock, $1.00 par value per share. Of the 5,000,000 shares of preferred stock, 1,609,800 shares are designated as Series A Nonvoting Noncumulative Perpetual Convertible Preferred Stock (“Series A Preferred Stock”). The authorized but unissued shares of the Company’s capital stock are available for future issuance without shareholder approval, unless otherwise required by applicable law or the rules of the Nasdaq Global Select Market (“Nasdaq”).

The Company’s Common Stock

Governing Documents

Holders of the Company’s shares of Common Stock have the rights set forth in in the Company’s Charter, the Company’s Amended and Restated Bylaws and the Tennessee Business Corporation Act, as amended (the “TBCA”). Certain holders of our Common Stock have registration rights pursuant to that certain Second Amended and Restated Shareholders’ Agreement, dated August 22, 2016, between us and certain of the Company’s shareholders.

Ranking

Common Stock, with respect to dividend rights, ranks on a parity with, and with respect to rights upon a liquidation, dissolution and winding up of the Company, ranks junior to, the Series A Preferred Stock, any other series of preferred stock that may be designated, issued and outstanding and any indebtedness of the Company.

Dividends and Other Distributions

Subject to certain regulatory restrictions to which we are subject, holders of Common Stock are entitled to receive cash dividends, when, as and if declared by the Company’s Board of Directors, out of funds legally available for the payment of dividends.

Voting

Each outstanding share of Common Stock is entitled to one vote on each matter voted on at a shareholders’ meeting. Common Stock does not have cumulative voting rights. A majority of the voting power of the outstanding shares entitled to vote at a shareholders’ meeting, present in person or represented by proxy, will constitute a quorum at a meeting of shareholders. If a quorum exists, except with respect to the election of directors, action on a matter is approved if the votes cast in favor of an action exceed the votes cast in opposition to the action, unless the Company’s Charter or the TBCA requires a greater number of affirmative votes. Directors of the Company are elected by a plurality of the votes cast by the shares entitled to vote in the election at a shareholders’ meeting at which a quorum is present. The Company’s directors are elected annually by the Company’s shareholders at the Company’s annual meeting of shareholders for one-year terms and the Company’s directors serve until their successors are duly elected and qualified or until their earlier death, resignation or removal.

In any case where the TBCA or other applicable law requires shareholder approval of any merger or share exchange of the Company with or into any other corporation, or any sale, lease, exchange or other disposition of substantially all of the assets of the Company to any other corporation, person or other entity, approval of such transaction shall require either: (1) the affirmative vote of two-thirds (2/3) of the directors of the Company then in office and the affirmative vote of a majority of the issued and outstanding shares of the Company entitled to vote; or (2) the affirmative vote of a majority of the directors of the Company then in office and the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding shares of the Company entitled to vote.

4828-6438-4693.3

Exhibit 4.3

Liquidation Rights

In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, and subject to the payment of all debts and other liabilities of the Company and the prior rights of any holders of shares of preferred stock then outstanding, including the right of holders of any shares of Series A Preferred Stock to receive $10.25 per share plus any declared but unpaid dividends, the holders of shares of Common Stock are entitled to receive, pro rata, the Company’s assets which are legally available for distribution.

Conversion Rights.

Common Stock is not convertible into any other shares of the Company’s capital stock.

Preemptive Rights.

Holders of Common Stock do not have any preemptive rights.

Redemption.

We have no obligation or right to redeem Common Stock. The Company’s Board of Directors may fix from time to time the terms and conditions of any redemptions of Common Stock, including the date or dates upon or after which they shall be redeemable, the event or events upon or after which they shall be redeemable and the amount per share payable in case of a redemption.

Fully Paid and Non-Assessable

The issued and outstanding shares of Common Stock are fully paid and non-assessable.

Listing and Trading

Common Stock is listed on the Nasdaq under the symbol “CSTR”.

Charter and Amended and Restated Bylaws

The Company’s Charter and the Amended and Restated Bylaws currently contain provisions that may be deemed to be “antitakeover” in nature. Among other provisions, the Company’s Charter and Amended and Restated Bylaws:

 

 

•

 

provide that special meetings of shareholders, unless otherwise prescribed by the TBCA, may be called only by the Company’s Board of Directors, by the Chairman of the Company’s Board of Directors, by the President and Chief Executive Officer or by the Secretary acting under the instructions of any of the foregoing;

 

•

 

enable the Company’s Board of Directors by a majority vote to increase the number of persons serving as directors up to the maximum of 25 and to fill the vacancies created as a result of the increase by a majority vote of the directors then in office;

 

•

 

require no more than 120 days’ and no less than 75 days’ advance notice of nominations for the election of directors and the presentation of shareholder proposals at meetings of shareholders;

 

•

 

enable the Company’s Board of Directors to amend the Company’s Amended and Restated Bylaws without shareholder approval;

 

•

 

require:

 

•

 

either (i) the affirmative vote of two-thirds of the Company’s directors then in office and the affirmative vote of a majority of the Company’s outstanding shares entitled to vote or (ii) the affirmative vote of a majority of the Company’s directors then in office and the affirmative vote of two-thirds of the Company’s outstanding shares entitled to vote, if the TBCA or other applicable law requires shareholder approval of a merger, share exchange or sale, lease, exchange or other disposition of all or substantially all of the Company’s assets;

 

•

 

either (i) the affirmative vote of two-thirds of the Company’s directors then in office or (ii) the affirmative vote of two-thirds of the Company’s outstanding shares entitled to vote to amend or rescind the immediately preceding provision; and

 

4828-6438-4693.3

Exhibit 4.3

 

•

 

do not provide for cumulative voting rights (therefore prohibiting shareholders from giving more than one vote per share to any single director nominee).

In addition, the Company’s Charter and Amended and Restated Bylaws and the TBCA enable the Company’s Board of Directors to issue, from time to time and at its discretion, but subject to limits imposed by applicable law and by any exchange on which the Company’s securities may be listed, any authorized but unissued shares of Common Stock or preferred stock. The additional authorized shares could be used by the Company’s Board of Directors, if consistent with its fiduciary responsibilities, to discourage persons from attempting to gain control of us by diluting the voting power of shares then outstanding or increasing the voting power of persons that would support the Board of Directors in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the Board of Directors although perceived to be desirable by some shareholders.

Tennessee Law

We are a Tennessee corporation and consequently are also subject to certain anti-takeover provisions of the following Tennessee statutes.

The TBCA generally prohibits a “business combination” by us or the Company’s subsidiary, CapStar Bank, with an “interested shareholder” within five years after the shareholder becomes an interested shareholder. The Company or CapStar Bank can, however, enter into a business combination within that period if, before the interested shareholder became such, the Company’s Board of Directors approved the business combination or the transaction in which the interested shareholder became an interested shareholder. After that five-year moratorium, the business combination with the interested shareholder can be consummated only if it satisfies certain fair price criteria or is approved by at least two-thirds of the Company’s shares of Common Stock held by holders other than the interested shareholder.

For purposes of these provisions of the TBCA, a “business combination” includes mergers, share exchanges, sales and leases of assets, issuances of securities, and similar transactions. An “interested shareholder” is generally any person or entity that beneficially owns 10% or more of the voting power of any outstanding class or series of the Company’s stock.

The Tennessee Greenmail Act applies to a Tennessee corporation that has a class of voting stock registered or traded on a national securities exchange or registered with the SEC pursuant to Section 12(g) of the Exchange Act. Under the Tennessee Greenmail Act, a company may not purchase any of its shares at a price above the market value of such shares from any person who holds more than 3% of the class of securities to be purchased if such person has held such shares for less than two years, unless the purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by the Company or the Company makes an offer, or at least equal value per share, to all shareholders of such class.

 

4828-6438-4693.3

EX-21.1

 

Exhibit 21.1

SUBSIDIARY LIST

CapStar Bank, a Tennessee chartered banking corporation

 

 

EX-23.1

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to incorporation by reference in the Registration Statement No. 333-215351 on Form S-8, the Registration Statement No. 333-224559 on Form S-8, and the Registration Statement No. 333-227625 on Form S-8 of CapStar Financial Holdings, Inc. of our reports dated March 4, 2022, relating to our audits of the consolidated financial statements and the effectiveness of internal control over financial reporting of CapStar Financial Holdings, Inc. and subsidiary, which appear in this Annual Report on Form 10-K of CapStar Financial Holdings, Inc. for the year ended December 31, 2021.

 

/s/ Elliott Davis, LLC

 

Franklin, Tennessee

March 4, 2022

 

EX-31.1

 

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy K. Schools, certify that:

1. I have reviewed this Annual Report on Form 10-K of CapStar Financial Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 4, 2022

 

By:

 

/s/ Timothy K. Schools

 

 

Timothy K. Schools

 

 

President and Chief Executive Officer

 

 

EX-31.2

 

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Fowler, certify that:

1. I have reviewed this Annual Report on Form 10-K of CapStar Financial Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 4, 2022

 

By:

 

/s/ Michael J. Fowler

 

 

Michael J. Fowler

 

 

Chief Financial Officer

 

 

 

 

 

EX-32.1

 

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of CapStar Financial Holdings, Inc. (the “Company”) for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy K. Schools, President and Chief Executive Officer of the Company, certify in my capacity as an officer of the Company, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 4, 2022

 

By:

 

/s/ Timothy K. Schools

 

 

Timothy K. Schools

 

 

President and Chief Executive Officer

 

 

EX-32.2

 

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of CapStar Financial Holdings, Inc. (the “Company”) for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Fowler, Chief Financial Officer of the Company, certify in my capacity as an officer of the Company, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 4, 2022

 

By:

 

/s/ Michael J. Fowler

 

 

Michael J. Fowler

 

 

Chief Financial Officer