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Section 1: 8-K (8-K)

tbk-8k_20180418.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2018

 

TRIUMPH BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

Texas

001-36722

20-0477066

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

12700 Park Central Drive, Suite 1700,

Dallas, Texas

 

75251

(Address of Principal Executive Offices)

 

(Zip Code)

(214) 365-6900

(Registrant’s telephone number, including area code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2b)

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.  

 

 

 

 


 

Item 2.02. Results of Operations and Financial Condition

On April 18, 2018, Triumph Bancorp, Inc. (the “Company”) issued a press release that announced its 2018 first quarter earnings. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. This press release includes certain non-GAAP financial measures. A reconciliation of those measures to the most directly comparable GAAP measures is included as a table in the press release. The information in this Item 2.02, including Exhibit 99.1, shall be considered furnished for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed “filed” for any purpose.

Item 7.01.Regulation FD Disclosure

In addition, this Form 8-K includes a copy of the Company’s presentation to analysts and investors for its quarter ended March 31, 2018, which is attached hereto as Exhibit 99.2. The information in this Item 7.01, including Exhibit 99.2, shall be considered furnished for purposes of the Exchange Act and shall not be deemed “filed” for any purpose.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: risks relating to our ability to consummate the pending acquisitions of First Bancorp of Durango, Inc. and Southern Colorado Corp., and our pending acquisition of the operating assets of Interstate Capital Corporation and certain of its affiliates, including the possibility that the expected benefits related to the pending acquisitions may not materialize as expected; of the pending acquisitions not being timely completed, if completed at all; that prior to the completion of the pending acquisitions, the targets’ businesses could experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities, difficulty retaining key employees; and of the parties’ being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within our management’s expected timeframes or at all; business and economic conditions generally and in the bank and non-bank financial services industries, nationally and within our local market areas; our ability to mitigate our risk exposures; our ability to maintain our historical earnings trends; risks related to the integration of acquired businesses (including our pending acquisitions of First Bancorp of Durango, Inc. and Southern Colorado Corp., and our pending acquisition of the operating assets of Interstate Capital Corporation and certain of its affiliates, and our prior acquisitions of Valley Bancorp, Inc. and nine branches from Independent Bank in Colorado) and any future acquisitions; changes in management personnel; interest rate risk; concentration of our factoring services in the transportation industry; credit risk associated with our loan portfolio; lack of seasoning in our loan portfolio; deteriorating asset quality and higher loan charge-offs; time and effort necessary to resolve nonperforming assets; inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates; lack of liquidity; fluctuations in the fair value and liquidity of the securities we hold for sale; impairment of investment securities, goodwill, other intangible assets, or deferred tax assets; our risk management strategies; environmental liability associated with our lending activities; increased competition in the bank and non-bank financial services industries, nationally, regionally, or locally, which may adversely affect pricing and terms; the accuracy of our financial statements and related disclosures; material weaknesses in our internal control over financial reporting; system failures or failures to prevent breaches of our network security; the institution and outcome of litigation and other legal proceedings against us or to which we become subject; changes in carry-

 


 

forwards of net operating losses; changes in federal tax law or policy; the impact of recent and future legislative and regulatory changes, including changes in banking, securities, and tax laws and regulations, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and their application by our regulators; governmental monetary and fiscal policies; changes in the scope and cost of the Federal Deposit Insurance Corporation insurance and other coverages; failure to receive regulatory approval for future acquisitions; and increases in our capital requirements.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements are necessarily only estimates of future results. Accordingly, actual results may differ materially from those expressed in or contemplated by the particular forward-looking statement, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in Triumph’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2018.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

 

 

Exhibit

Description

99.1

Press release, dated April 18, 2018

99.2

Triumph Bancorp, Inc. Investor Presentation


 


 

 

EXHIBIT INDEX

 

 

 

 

 

Exhibit

Description

99.1

Press release, dated April 18, 2018

99.2

Triumph Bancorp, Inc. Investor Presentation

 


 


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

 

 

 

 

 

 

TRIUMPH BANCORP, INC.

 

 

 

 

By:

/s/ Adam D. Nelson

 

 

Name: Adam D. Nelson

Title: Executive Vice President & General Counsel

Date: April 18, 2018

 

 

(Back To Top)

Section 2: EX-99.1 (EX-99.1)

tbk-ex991_7.htm

 

Exhibit 99.1

Triumph Bancorp Reports First Quarter Net Income to Common Stockholders of $11.9 Million

DALLAS – April 18, 2018 (GLOBE NEWSWIRE) – Triumph Bancorp, Inc. (Nasdaq: TBK) (“Triumph”) today announced earnings and operating results for the first quarter of 2018.

As part of how we measure our results, we use certain non-GAAP financial measures to ascertain performance.  These non-GAAP financial measures are reconciled in the section labeled “Metrics and non-GAAP financial reconciliation” at the end of this press release.

2018 First Quarter Highlights and Recent Developments

 

For the first quarter of 2018, net income was $12.1 million and net income available to common stockholders was $11.9 million, compared to net income of $6.3 million and net income available to common stockholders of $6.1 million for the quarter ended December 31, 2017. Diluted earnings per share were $0.56 for the quarter ended March 31, 2018, compared to $0.29 for the quarter ended December 31, 2017.  

 

Net income for the quarter ended March 31, 2018 was impacted by (i) a gain on sale of Triumph Healthcare Finance (“THF”), our healthcare asset based lending line of business, of $1.1 million, or $0.8 million net of tax, and (ii) a combined loss on the sale of municipal securities and OREO valuation adjustments of $0.4 million.

 

We report adjusted diluted earnings per share to remove the volatility of material gains and expenses related to merger and acquisition-related activities. Adjusted diluted earnings per share, which exclude the gain on sale of THF, net of taxes, were $0.52 for the quarter ended March 31, 2018. Adjusted diluted earnings per share, which exclude transaction costs related to our acquisition of Valley Bancorp, Inc. and our acquisition of nine branches from Independent Bank Group, Inc., net of taxes, were $0.34 for the quarter ended December 31, 2017.    

 

Net interest margin (“NIM”) was 6.06% for the quarter ended March 31, 2018, compared to 6.16% for the quarter ended December 31, 2017. Adjusted NIM, which excludes loan discount accretion, was 5.81% for the quarter ended March 31, 2018, compared to 5.93% for the quarter ended December 31, 2017.

 

Total loans held for investment increased $63.1 million, or 2.2%, to $2.874 billion at March 31, 2018, compared to $2.811 billion at December 31, 2017. Average loans for the quarter were $2.767 billion compared to $2.559 billion for the quarter ended December 31, 2017, an increase of 8.1%.

 

Triumph Business Capital grew period-end clients to 3,438 clients at March 31, 2018 from 3,158 clients at December 31, 2017; an increase of 280 clients, or 8.9%. The total dollar value of invoices purchased for the quarter ended March 31, 2018 was $912.3 million with an average invoice price of $1,751 compared to purchases of $872.4 million and an average invoice price of $1,705 for the quarter ended December 31, 2017.

 

At March 31, 2018, Triumph Business Capital had 61 clients utilizing the TriumphPay platform, our proprietary payment processing application. Of those 61 clients, 58 clients were freight broker factoring clients paying through the TriumphPay platform and 3 were freight brokers integrated directly with TriumphPay. For the quarter ended March 31, 2018, the TriumphPay application processed 35,780 invoices paying 11,438 distinct carriers a total of $51.1 million.

 

On April 9, 2018 we entered into agreements to acquire First Bancorp of Durango, Inc. and Southern Colorado Corp. At December 31, 2017, First Bancorp of Durango, Inc. and Southern Colorado Corp. had a combined $734 million in assets, including $308 million in loans, and $653 million in deposits.

 

On April 9, 2018 we entered into an agreement to acquire the transportation factoring assets of Interstate Capital Corporation. At December 31, 2017, Interstate Capital Corporation had $112 million in gross factored receivables.

 

We completed a public offering of 5.4 million shares of our common stock on April 12, 2018. Our net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $192.1 million. The Company intends to use a significant portion of the net proceeds of this offering to fund the consideration payable in the pending acquisitions of First Bancorp of Durango, Inc., Southern Colorado Corp. and Interstate Capital Corporation, as well as, for general corporate purposes.

1


 

Balance Sheet

Total loans held for investment were $2.874 billion at March 31, 2018. Our commercial finance loans, which comprise 33% of the loan portfolio, were $936.5 million at March 31, 2018, compared to $897.5 million at December 31, 2017, an increase of $39.0 million, or 4.3% in the first quarter of 2018.

Total deposits were $2.533 billion at March 31, 2018, a decrease of $87.9 million or 3.4% in the first quarter of 2018.  Non-interest-bearing deposits accounted for 22% of total deposits and non-time deposits accounted for 58% of total deposits at March 31, 2018.

Net Interest Income

We earned net interest income for the quarter ended March 31, 2018 of $47.1 million compared to $45.8 million for the quarter ended December 31, 2017.  

Yields on loans for the quarter ended March 31, 2018 were down 8 bps from the prior quarter to 7.65% (down 11 bps from the prior quarter to 7.36% adjusted to exclude loan discount accretion). The average cost of our total deposits was 0.68% for the quarter ended March 31, 2018 compared to 0.67% for the quarter ended December 31, 2017, on an annualized basis.  

 

Asset Quality

Non-performing assets increased 8 bps from December 31, 2017 to 1.47% of total assets at March 31, 2018.  The ratio of past due to total loans increased to 2.41% at March 31, 2018 from 2.33% at December 31, 2017. We recorded total net charge-offs of $1.3 million, or 0.05% of average loans, for the quarter ended March 31, 2018 compared to net charge-offs of $1.4 million, or 0.06% of average loans, for the quarter ended December 31, 2017.  We recorded a provision for loan losses of $2.5 million for the quarter ended March 31, 2018 compared to a provision of $1.9 million for the quarter ended December 31, 2017. From December 31, 2017 to March 31, 2018, our ALLL increased from $18.7 million or 0.67% of total loans to $20.0 million or 0.70% of total loans.  

Non-interest Income and Expense

We earned non-interest income for the quarter ended March 31, 2018 of $5.2 million compared to $4.0 million for the quarter ended December 31, 2017. Non-interest income for the quarter ended March 31, 2018 included a gain on sale of THF of $1.1 million and a combined loss on the sale of municipal securities and OREO valuation adjustments of $0.4 million.

For the quarter ended March 31, 2018, non-interest expense totaled $34.0 million, compared to $33.2 million for the quarter ended December 31, 2017.

Conference Call Information

Aaron P. Graft, Vice Chairman and CEO and Bryce Fowler, CFO will review the quarterly results in a conference call for investors and analysts beginning at 8:30 a.m. Central Time on Thursday, April 19, 2018. Dan Karas, Chief Lending Officer, will also be available for questions.

To participate in the live conference call, please dial 1-855-940-9472 (Canada: 1-855-669-9657) and request to be joined into the Triumph Bancorp, Inc. (TBK) call.  A simultaneous audio-only webcast may be accessed via the Company's website at www.triumphbancorp.com through the Investor Relations, News & Events, Webcasts and Presentations links, or through a direct link here at: https://services.choruscall.com/links/tbk180419.html.  An archive of this conference call will subsequently be available at this same location on the Company’s website.

About Triumph

Triumph Bancorp, Inc. (Nasdaq: TBK) is a financial holding company headquartered in Dallas, Texas.  Triumph offers a diversified line of community banking and commercial finance products through its bank subsidiary, TBK Bank, SSB. www.triumphbancorp.com

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Forward-Looking Statements

This press release contains forward-looking statements. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: risks relating to our ability to consummate the pending acquisitions of First Bancorp of Durango, Inc. and Southern Colorado Corp., and our pending acquisition of the operating assets of Interstate Capital Corporation and certain of its affiliates, including the possibility that the expected benefits related to the pending acquisitions may not materialize as expected; of the pending acquisitions not being timely completed, if completed at all; that prior to the completion of the pending acquisitions, the targets’ businesses could experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities, difficulty retaining key employees; and of the parties’ being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within our management’s expected timeframes or at all; business and economic conditions generally and in the bank and non-bank financial services industries, nationally and within our local market areas; our ability to mitigate our risk exposures; our ability to maintain our historical earnings trends; risks related to the integration of acquired businesses (including our pending acquisitions of First Bancorp of Durango, Inc. and Southern Colorado Corp., and our pending acquisition of the operating assets of Interstate Capital Corporation and certain of its affiliates, and our prior acquisitions of Valley Bancorp, Inc. and nine branches from Independent Bank in Colorado) and any future acquisitions; changes in management personnel; interest rate risk; concentration of our factoring services in the transportation industry; credit risk associated with our loan portfolio; lack of seasoning in our loan portfolio; deteriorating asset quality and higher loan charge-offs; time and effort necessary to resolve nonperforming assets; inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates; lack of liquidity; fluctuations in the fair value and liquidity of the securities we hold for sale; impairment of investment securities, goodwill, other intangible assets, or deferred tax assets; our risk management strategies; environmental liability associated with our lending activities; increased competition in the bank and non-bank financial services industries, nationally, regionally, or locally, which may adversely affect pricing and terms; the accuracy of our financial statements and related disclosures; material weaknesses in our internal control over financial reporting; system failures or failures to prevent breaches of our network security; the institution and outcome of litigation and other legal proceedings against us or to which we become subject; changes in carry-forwards of net operating losses; changes in federal tax law or policy; the impact of recent and future legislative and regulatory changes, including changes in banking, securities, and tax laws and regulations, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and their application by our regulators; governmental monetary and fiscal policies; changes in the scope and cost of the Federal Deposit Insurance Corporation insurance and other coverages; failure to receive regulatory approval for future acquisitions; and increases in our capital requirements.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements are necessarily only estimates of future results. Accordingly, actual results may differ materially from those expressed in or contemplated by the particular forward-looking statement, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" and the forward-looking statement disclosure contained in Triumph’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2018.

3


 

Non-GAAP Financial Measures

This press release includes certain nonGAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of nonGAAP financial measures to GAAP financial measures are provided at the end of this press release.


4


 

The following table sets forth key metrics used by Triumph to monitor its operations. Footnotes in this table can be found in our definitions of non-GAAP financial measures at the end of this document.

 

As of and for the Three Months Ended

 

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

 

March 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2017

 

 

2017

 

 

2017

 

Financial Highlights:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

3,405,010

 

 

$

3,499,033

 

 

$

2,906,161

 

 

$

2,836,684

 

 

$

2,635,358

 

Loans held for investment

 

$

2,873,985

 

 

$

2,810,856

 

 

$

2,425,463

 

 

$

2,295,100

 

 

$

2,035,236

 

Deposits

 

$

2,533,498

 

 

$

2,621,348

 

 

$

2,012,545

 

 

$

2,072,181

 

 

$

2,024,288

 

Net income available to common stockholders

 

$

11,878

 

 

$

6,111

 

 

$

9,587

 

 

$

9,467

 

 

$

10,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Ratios - Annualized:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

1.43

%

 

 

0.79

%

 

 

1.36

%

 

 

1.42

%

 

 

1.62

%

Return on average total equity

 

 

12.20

%

 

 

6.35

%

 

 

10.71

%

 

 

12.60

%

 

 

14.44

%

Return on average common equity

 

 

12.30

%

 

 

6.30

%

 

 

10.79

%

 

 

12.75

%

 

 

14.66

%

Return on average tangible common equity (1)

 

 

14.75

%

 

 

7.33

%

 

 

12.28

%

 

 

14.94

%

 

 

17.49

%

Yield on loans

 

 

7.65

%

 

 

7.73

%

 

 

7.44

%

 

 

7.79

%

 

 

7.15

%

Adjusted yield on loans (1)

 

 

7.36

%

 

 

7.47

%

 

 

7.20

%

 

 

7.25

%

 

 

6.93

%

Cost of interest bearing deposits

 

 

0.86

%

 

 

0.84

%

 

 

0.80

%

 

 

0.74

%

 

 

0.71

%

Cost of total deposits

 

 

0.68

%

 

 

0.67

%

 

 

0.64

%

 

 

0.60

%

 

 

0.58

%

Cost of total funds

 

 

0.95

%

 

 

0.92

%

 

 

0.90

%

 

 

0.83

%

 

 

0.79

%

Net interest margin

 

 

6.06

%

 

 

6.16

%

 

 

5.90

%

 

 

6.16

%

 

 

5.37

%

Adjusted net interest margin (1)

 

 

5.81

%

 

 

5.93

%

 

 

5.69

%

 

 

5.70

%

 

 

5.19

%

Net non-interest expense to average assets

 

 

3.43

%

 

 

3.65

%

 

 

3.35

%

 

 

3.26

%

 

 

1.17

%

Adjusted net non-interest expense to average assets (1)

 

 

3.56

%

 

 

3.43

%

 

 

3.35

%

 

 

3.26

%

 

 

3.60

%

Efficiency ratio

 

 

65.09

%

 

 

66.74

%

 

 

64.61

%

 

 

62.44

%

 

 

58.94

%

Adjusted efficiency ratio (1)

 

 

66.45

%

 

 

63.35

%

 

 

64.61

%

 

 

62.44

%

 

 

77.65

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Quality:(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Past due to total loans

 

 

2.41

%

 

 

2.33

%

 

 

2.22

%

 

 

2.51

%

 

 

3.16

%

Non-performing loans to total loans

 

 

1.41

%

 

 

1.38

%

 

 

1.25

%

 

 

1.36

%

 

 

1.80

%

Non-performing assets to total assets

 

 

1.47

%

 

 

1.39

%

 

 

1.42

%

 

 

1.50

%

 

 

1.92

%

ALLL to non-performing loans

 

 

49.52

%

 

 

48.41

%

 

 

67.33

%

 

 

63.56

%

 

 

52.18

%

ALLL to total loans

 

 

0.70

%

 

 

0.67

%

 

 

0.84

%

 

 

0.86

%

 

 

0.94

%

Net charge-offs to average loans

 

 

0.05

%

 

 

0.06

%

 

 

0.00

%

 

 

0.03

%

 

 

0.20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 capital to average assets(3)

 

 

12.06

%

 

 

11.80

%

 

 

13.50

%

 

 

11.28

%

 

 

11.32

%

Tier 1 capital to risk-weighted assets(3)

 

 

11.54

%

 

 

11.15

%

 

 

13.45

%

 

 

11.30

%

 

 

12.05

%

Common equity tier 1 capital to risk-weighted assets(3)

 

 

10.05

%

 

 

9.70

%

 

 

11.95

%

 

 

9.73

%

 

 

10.32

%

Total capital to risk-weighted assets(3)

 

 

13.66

%

 

 

13.21

%

 

 

15.91

%

 

 

13.87

%

 

 

14.87

%

Total equity to total assets

 

 

11.83

%

 

 

11.19

%

 

 

13.29

%

 

 

10.94

%

 

 

11.40

%

Tangible common stockholders' equity to tangible assets(1)

 

 

9.86

%

 

 

9.26

%

 

 

11.66

%

 

 

9.22

%

 

 

9.51

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Book value per share

 

$

18.89

 

 

$

18.35

 

 

$

18.08

 

 

$

16.59

 

 

$

16.08

 

Tangible book value per share (1)

 

$

15.82

 

 

$

15.29

 

 

$

16.04

 

 

$

14.20

 

 

$

13.63

 

Basic earnings per common share

 

$

0.57

 

 

$

0.29

 

 

$

0.48

 

 

$

0.53

 

 

$

0.57

 

Diluted earnings per common share

 

$

0.56

 

 

$

0.29

 

 

$

0.47

 

 

$

0.51

 

 

$

0.55

 

Adjusted diluted earnings per common share(1)

 

$

0.52

 

 

$

0.34

 

 

$

0.47

 

 

$

0.51

 

 

$

0.02

 

Shares outstanding end of period

 

 

20,824,509

 

 

 

20,820,445

 

 

 

20,820,900

 

 

 

18,132,585

 

 

 

18,078,769

 



5


 

Unaudited consolidated balance sheet as of:

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

 

March 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2017

 

 

2017

 

 

2017

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total cash and cash equivalents

 

$

106,046

 

 

$

134,129

 

 

$

80,557

 

 

$

117,502

 

 

$

126,084

 

Securities - available for sale

 

 

192,916

 

 

 

250,603

 

 

 

207,301

 

 

 

225,183

 

 

 

252,441

 

Securities - held to maturity

 

 

8,614

 

 

 

8,557

 

 

 

17,999

 

 

 

26,036

 

 

 

28,882

 

Equity securities

 

 

4,925

 

 

 

5,006

 

 

 

2,025

 

 

 

2,023

 

 

 

2,011

 

Loans held for investment

 

 

2,873,985

 

 

 

2,810,856

 

 

 

2,425,463

 

 

 

2,295,100

 

 

 

2,035,236

 

Allowance for loan and lease losses

 

 

(20,022

)

 

 

(18,748

)

 

 

(20,367

)

 

 

(19,797

)

 

 

(19,093

)

Loans, net

 

 

2,853,963

 

 

 

2,792,108

 

 

 

2,405,096

 

 

 

2,275,303

 

 

 

2,016,143

 

Assets held for sale

 

 

 

 

 

71,362

 

 

 

 

 

 

 

 

 

 

FHLB stock

 

 

16,508

 

 

 

16,006

 

 

 

16,076

 

 

 

14,566

 

 

 

7,167

 

Premises and equipment, net

 

 

62,826

 

 

 

62,861

 

 

 

43,678

 

 

 

43,957

 

 

 

44,630

 

Other real estate owned ("OREO"), net

 

 

9,186

 

 

 

9,191

 

 

 

10,753

 

 

 

10,740

 

 

 

11,638

 

Goodwill and intangible assets, net

 

 

63,923

 

 

 

63,778

 

 

 

42,452

 

 

 

43,321

 

 

 

44,233

 

Bank-owned life insurance

 

 

44,534

 

 

 

44,364

 

 

 

37,025

 

 

 

36,852

 

 

 

36,679

 

Deferred tax asset, net

 

 

8,849

 

 

 

8,959

 

 

 

14,130

 

 

 

15,111

 

 

 

15,678

 

Other assets

 

 

32,720

 

 

 

32,109

 

 

 

29,069

 

 

 

26,090

 

 

 

49,772

 

Total assets

 

$

3,405,010

 

 

$

3,499,033

 

 

$

2,906,161

 

 

$

2,836,684

 

 

$

2,635,358

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits

 

$

548,991

 

 

$

564,225

 

 

$

403,643

 

 

$

381,042

 

 

$

382,009

 

Interest bearing deposits

 

 

1,984,507

 

 

 

2,057,123

 

 

 

1,608,902

 

 

 

1,691,139

 

 

 

1,642,279

 

Total deposits

 

 

2,533,498

 

 

 

2,621,348

 

 

 

2,012,545

 

 

 

2,072,181

 

 

 

2,024,288

 

Customer repurchase agreements

 

 

6,751

 

 

 

11,488

 

 

 

19,869

 

 

 

14,959

 

 

 

10,468

 

Federal Home Loan Bank advances

 

 

355,000

 

 

 

365,000

 

 

 

385,000

 

 

 

340,000

 

 

 

200,000

 

Subordinated notes

 

 

48,853

 

 

 

48,828

 

 

 

48,804

 

 

 

48,780

 

 

 

48,757

 

Junior subordinated debentures

 

 

38,734

 

 

 

38,623

 

 

 

33,047

 

 

 

32,943

 

 

 

32,840

 

Other liabilities

 

 

19,230

 

 

 

22,048

 

 

 

20,799

 

 

 

17,354

 

 

 

18,580

 

Total liabilities

 

 

3,002,066

 

 

 

3,107,335

 

 

 

2,520,064

 

 

 

2,526,217

 

 

 

2,334,933

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock series A

 

 

4,550

 

 

 

4,550

 

 

 

4,550

 

 

 

4,550

 

 

 

4,550

 

Preferred stock series B

 

 

5,108

 

 

 

5,108

 

 

 

5,108

 

 

 

5,108

 

 

 

5,196

 

Common stock

 

 

209

 

 

 

209

 

 

 

209

 

 

 

182

 

 

 

182

 

Additional paid-in-capital

 

 

265,406

 

 

 

264,855

 

 

 

264,531

 

 

 

198,570

 

 

 

197,866

 

Treasury stock, at cost

 

 

(1,853

)

 

 

(1,784

)

 

 

(1,760

)

 

 

(1,759

)

 

 

(1,494

)

Retained earnings

 

 

131,234

 

 

 

119,356

 

 

 

113,245

 

 

 

103,658

 

 

 

94,191

 

Accumulated other comprehensive income

 

 

(1,710

)

 

 

(596

)

 

 

214

 

 

 

158

 

 

 

(66

)

Total equity

 

 

402,944

 

 

 

391,698

 

 

 

386,097

 

 

 

310,467

 

 

 

300,425

 

Total liabilities and equity

 

$

3,405,010

 

 

$

3,499,033

 

 

$

2,906,161

 

 

$

2,836,684

 

 

$

2,635,358

 


6


 

Unaudited consolidated statement of income:

 

For the Three Months Ended

 

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

 

March 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2017

 

 

2017

 

 

2017

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

36,883

 

 

$

34,856

 

 

$

30,863

 

 

$

30,663

 

 

$

25,185

 

Factored receivables, including fees

 

 

15,303

 

 

 

15,000

 

 

 

12,198

 

 

 

10,812

 

 

 

9,167

 

Securities

 

 

1,310

 

 

 

1,819

 

 

 

1,655

 

 

 

1,738

 

 

 

1,611

 

FHLB stock

 

 

105

 

 

 

78

 

 

 

51

 

 

 

36

 

 

 

42

 

Cash deposits

 

 

517

 

 

 

464

 

 

 

370

 

 

 

289

 

 

 

327

 

Total interest income

 

 

54,118

 

 

 

52,217

 

 

 

45,137

 

 

 

43,538

 

 

 

36,332

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

4,277

 

 

 

3,884

 

 

 

3,272

 

 

 

3,057

 

 

 

2,869

 

Subordinated notes

 

 

837

 

 

 

836

 

 

 

837

 

 

 

836

 

 

 

835

 

Junior subordinated debentures

 

 

597

 

 

 

520

 

 

 

495

 

 

 

475

 

 

 

465

 

Other borrowings

 

 

1,277

 

 

 

1,181

 

 

 

1,021

 

 

 

613

 

 

 

344

 

Total interest expense

 

 

6,988

 

 

 

6,421

 

 

 

5,625

 

 

 

4,981

 

 

 

4,513

 

Net interest income

 

 

47,130

 

 

 

45,796

 

 

 

39,512

 

 

 

38,557

 

 

 

31,819

 

Provision for loan losses

 

 

2,548

 

 

 

1,931

 

 

 

572

 

 

 

1,447

 

 

 

7,678

 

Net interest income after provision for loan losses

 

 

44,582

 

 

 

43,865

 

 

 

38,940

 

 

 

37,110

 

 

 

24,141

 

Non-interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposits

 

 

1,145

 

 

 

1,178

 

 

 

1,046

 

 

 

977

 

 

 

980

 

Card income

 

 

1,244

 

 

 

1,122

 

 

 

956

 

 

 

917

 

 

 

827

 

Net OREO gains (losses) and valuation adjustments

 

 

(88

)

 

 

(764

)

 

 

15

 

 

 

(112

)

 

 

11

 

Net gains (losses) on sale of securities

 

 

(272

)

 

 

 

 

 

35

 

 

 

 

 

 

 

Fee income

 

 

800

 

 

 

658

 

 

 

625

 

 

 

637

 

 

 

583

 

Insurance commissions

 

 

714

 

 

 

857

 

 

 

826

 

 

 

708

 

 

 

590

 

Asset management fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,717

 

Gain on sale of subsidiary

 

 

1,071

 

 

 

 

 

 

 

 

 

 

 

 

20,860

 

Other

 

 

558

 

 

 

947

 

 

 

668

 

 

 

2,075

 

 

 

1,717

 

Total non-interest income

 

 

5,172

 

 

 

3,998

 

 

 

4,171

 

 

 

5,202

 

 

 

27,285

 

Non-interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

19,404

 

 

 

18,009

 

 

 

16,717