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Section 1: 8-K/A (8-K/A)

Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of earliest event reported: April 28, 2020

SMARTFINANCIAL, INC.
(Exact name of registrant as specified in its charter)
 
Tennessee 001-37661 62-1173944
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
 
5401 Kingston Pike, Suite 600  
Knoxville, Tennessee 37919
(Address of Principal Executive Offices) (Zip Code)
  
(865) 437-5700 
(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 Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of Exchange on which Registered
Common Stock, par value $1.00 per shareSMBKThe Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




 Explanatory Note

On April 28, 2020, SmartFinancial, Inc. ("SmartFinancial") filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Report”), which included a presentation discussing the Company’s financial results for the quarter ended March 31, 2020, that was furnished as Exhibit 99.2 to the Original Report (the “Investor Presentation”). The Company is filing this Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) solely to amend Item 9.01 of the Original Report to replace the Investor Presentation, which contained a certain inadvertent numerical error in a table on page 18.

The table titled “PPP Loan Stratification Table as of 4/24/20” on page 18 of the Investor Presentation furnished in the Original Report presented an incorrect amount in the column titled “Average ($ in thousands)” and the row titled “Total”. As amended, the table has been corrected to show that the average principal amount for all Paycheck Protection Program Loans funded by SmartFinancial’s subsidiary bank, SmartBank, was $142,000 as of April 24, 2020. The remainder of Investor Presentation has not been amended.

Except for the changes reflected in this Amendment No. 1, including the updated Investor Presentation furnished as Exhibit 99.2 to this Amendment No. 1 being incorporated by reference into Item 7.01 of the Original Form, this Amendment No. 1 does not amend or update any other information contained in the Original Report. This Amendment No. 1 should be read in conjunction with the Original Report.

In accordance with General Instruction B.2 of Form 8-K, the information this report (including the updated Exhibit 99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing

Item 9.01Financial Statements and Exhibits
Exhibit No.  Description
99.1Press release announcing first quarter 2020 financial results dated April 28, 2020*
First quarter 2020 investor presentation

*Furnished as an exhibit to the Original Report, filed with the SEC on April 28, 2020



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 SMARTFINANCIAL, INC.
  
Date: April 28, 2020 
 /s/ William Y. Carroll, Jr.
 William Y. Carroll, Jr.
 President & Chief Executive Officer



EXHIBIT INDEX 
Exhibit No. Description
   
99.1 Press release announcing first quarter 2020 financial results dated April 28, 2020*
First quarter 2020 investor presentation

*Furnished as an exhibit to the Original Report, filed with the SEC on April 28, 2020

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Section 2: EX-99.2 (EX-99.2)

smartfinancial-1q20earni
First Quarter 2020 Earnings Release April 29, 2020


 
Legal Disclaimer Forward-Looking Statements This presentation may contain statements that are based on management’s current estimates or expectations of future events or future results, and that may be deemed to constitute forward- looking statements as defined under the Private Securities Litigation Reform Act of 1995. These statements, including statements regarding the potential effects of the COVID-19 pandemic on the Company’s business and financial results and conditions, are not historical in nature and can generally be identified by such words as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “may,” “estimate,” and similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results of SmartFinancial to differ materially from future results expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others, (1) the risk of litigation and reputational risk associated with historic acquisition activity; (2) the risk that cost savings and revenue synergies from recently completed acquisitions may not be realized or may take longer than anticipated to realize; (3) disruption from recently completed acquisitions with customer, supplier, employee, or other business relationships; (4) our ability to successfully integrate the businesses acquired as part of previous acquisitions with the business of SmartBank; (5) risks related to the completed acquisition of Progressive Financial Group, Inc. (“PFG”); (6) the risk that the anticipated benefits from the completed acquisition of PFG may not be realized in the time frame anticipated; (7) changes in management’s plans for the future; (8) prevailing, or changes in, economic or political conditions, particularly in our market areas; (9) credit risk associated with our lending activities; (10) changes in interest rates, loan demand, real estate values, or competition; (11) changes in accounting principles, policies, or guidelines; (12) changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices as a result of, or in response to COVID-19; (13) adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation in and execution of government programs related to the COVID-19 pandemic; (14) the impact of the COVID-19 pandemic on the Company’s assets, business, cash flows, financial condition, liquidity, prospects and results of operations; (15) potential increases in the provision for loan losses resulting from the COVID-19 pandemic; and (16) other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services. These and other factors that could cause results to differ materially from those described in the forward-looking statements can be found in SmartFinancial’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with or furnished to the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website (www.sec.gov). Undue reliance should not be placed on forward-looking statements. SmartFinancial disclaims any obligation to update or revise any forward-looking statements contained in this release, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise. Non-GAAP Financial Measures Statements included in this presentation include Non-GAAP financial measures and should be read along with the accompanying tables, which provide a reconciliation of Non-GAAP financial measures to GAAP financial measures. SmartFinancial management uses several Non-GAAP financial measures, including: (i) net operating earnings, (ii) net operating return on average assets, (iii) net operating return on average shareholder equity, (iv) return on average tangible common equity, (v) net operating return on average tangible common equity, (vi) operating efficiency ratio; (vii) tangible common equity; (viii) average tangible common equity; (ix) tangible book value; (x) operating pre-tax pre-provision earnings; (xi) operating noninterest income; (xii) operating noninterest expense; (xiii) net interest income – excluding purchase accounting adjustments; and ratios derived therefrom, in its analysis of the company's performance. Net operating earnings excludes the following from net income: securities gains and losses, merger termination fee of $6.4 million in the second quarter of 2019, merger related and restructuring expenses, the effect of the December 2017 tax law change on deferred tax assets, tax benefit from director options previously exercised, and the income tax effect of adjustments. Net operating return on average assets is the annualized net operating earnings divided by average assets. Net operating return on average equity is the annualized net operating earnings divided by average equity. Return on average tangible common equity is the annualized net income divided by average tangible common equity. Net operating return on average tangible common equity is the annualized net operating earnings divided by average tangible common equity (Non-GAAP). The operating efficiency ratio includes an adjustment for taxable equivalent yields and excludes securities gains and losses and merger related and restructuring expenses from the efficiency ratio. Tangible common equity and average tangible common equity excludes goodwill and other intangible assets from shareholders’ equity (GAAP) and average shareholders’ equity (GAAP). Tangible book value excludes intangible assets and goodwill less shareholders’ equity (GAAP) divided by common shares outstanding. Operating pre-tax pre- provision earnings is net interest income (GAAP) plus operating noninterest income (Non-GAAP) less operating noninterest expense (Non-GAAP). Operating noninterest income excludes the following from noninterest income: securities gains and losses, expenses related to the termination of the ADECA loan program and the merger termination fee of $6.4 million in the second quarter of 2019. Operating noninterest expense excludes the following from noninterest expense: prior year adjustments to salaries, merger related and restructuring expenses and certain franchise tax true-up expenses. Net interest income – excluding purchase accounting adjustments includes taxable equivalent adjustments and excludes purchase accounting adjustments from net interest income. Management believes that Non-GAAP financial measures provide additional useful information that allows investors to evaluate the ongoing performance of the company and provide meaningful comparisons to its peers. Management believes these non-GAAP financial measures also enhance investors' ability to compare period-to-period financial results and allow investors and company management to view our operating results excluding the impact of items that are not reflective of the underlying operating performance. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider SmartFinancial's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the company. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP. 2


 
Overview of SmartFinancial . SmartFinancial, Inc. (Nasdaq: SMBK) is a $2.9 billion asset bank holding company headquartered Branch Footprint in Knoxville, Tennessee . Operates one subsidiary bank, SmartBank, which was founded Nashville in January 2007 Knoxville . Located primarily in attractive, high-growth markets Greensboro throughout East/Mid Tennessee, Alabama and theJonesboro Florida 40 Panhandle ARKANSAS . 483 full-time employees TENNESSEE NORTH CAROLINA Memphis Chattanooga . Balance Sheet (3/31/20) LITTLE ROCK 77 . Assets: $2.9 billion Huntsville . Gross Loans: $2.1 billion 85 SOUTH . Deposits: $2.3 billion CAROLINA . Shareholders’ Equity / Tangible Common Equity (Non-GAAP): Atlanta $336.2 million / $249.7 million Birmingham 20 Tuscaloosa . Profitability (Q1 ’20) GEORGIA . Net Income / Net Operating Earnings (Non-GAAP)MISSISSIPPI: $2.7 million ALABAMA / $4.3 million Jackson Columbus 16 . Operating Pre-Tax Pre-Provision Earnings (Non-GAAP): Montgomery $8.7 million Savannah . ROAA / Net Operating ROAA (Non-GAAP): 0.43% / 0.67% 75 . ROATCE / Net Operating ROATCE (Non-GAAP): 4.41% / 6.90% 65 95 . Efficiency Ratio / Operating Efficiency Ratio (Non-GAAP): 74.0% / 65.5% Mobile Baton Rouge 10 . Asset Quality SMBK Branch . Superior asset quality and proven credit culture Tallahassee . NPAs / Total Assets of 0.31% New Orleans FLORIDA . Reserves / Loans: 0.63% . Regularly Quarterly Dividend . Declared quarterly cash dividend of $0.05 per share Financial data as of or for the three months ended 3/31/20 Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 3


 
Culture We are building a culture where Associates thrive and are empowered to be leaders. The core values that we have established as a company help us operate in unison and have become a critical part of our culture. Our Associates are key to SmartBank’s success. Core Values Act with Integrity Delivering Be Enthusiastic Exhibiting Creating Exceptional, Over-The-Top Create Positivity “WOW” Professional & Enthusiasm emonstrate Accountability Experiences Knowledgeable D and Positivity Embrace Change Service Positioning Statement At SmartBank, delivering unparalleled value to our Shareholders, Associates, Clients and the Communities we serve 9 drives every decision and action we take. Exceptional value means being there with smart solutions, fast responses and deep commitment every single time. By doing this, we will create the Southeast’s next, great community banking franchise. 4


 
Approach and Actions Taken in Response to COVID-19 COVID-19 Actions • Established Senior Executive meetings to discuss potential scenarios • Increased associate communications regarding precautions and preparedness activities • Enacted cancellation of non-essential business travel for all associates • Increased updates to Board on a regular basis • Created Pandemic Response Team, comprised of Senior Executives and Functional Leaders from across the Company • Executed Business Continuity Plan to protect welfare of our associates and to mitigate disruption • Operational activities: o Business continuity, IT testing, remote work capabilities implemented o Enhanced liquidity monitoring and analysis o Increased operational liquidity to support client needs 5


 
Supporting Associates, Clients and Communities Associates Clients Communities • Implemented work-at-home • Branch offices remained open • Formed a Community strategy for those associates • Provided relief to commercial and Engagement Roundtable made up whose jobs can be performed consumer clients with deferring of individuals representing all remotely principal and/or interest footprints across the company, • Established social distancing payments led by the Director of Community practices for associates who Development & CRA Officer, to • Continue to provide liquidity to assist with identifying needs of remained on site, as well as split- our clients team rotations each community affected by • Helping clients apply for the COVID-19 • Granted 80 hours of Emergency Paycheck Protection Program • Paid Leave available to associates Spent an extensive amount of (“PPP”) that provided potentially time educating the underserved with child and/or elder care forgivable emergency relief loans issues, as well as medical related and minority small business issues • Provide credit card clients the community on the SBA loan option to skip a payment program, in particular PPP • Adjusted branch operations to • “drive-thru only” and lobby visits • Potentially waive CD penalties Assisted several non-client by appointment and service charges, such as community service organizations NSF’s, cashier checks, etc. with SBA PPP loans • Provided routine information to • our associates with up-to-date • Waiving late fees on loans Served as Committee member for Chattanooga on their Small information on COVID-19 and • Suspended foreclosures and safe work space, as well as Business Grant and Loan repossessions program, which was created to weekly recap messages from the President & CEO assist victims impacted by COVID- 19 6


 
First Quarter Financial Highlights


 
Continuing Increase in Operating Pre-Tax Pre-Provision Earnings $10,000 GAAP) - $7,500 $5,000 Provision Provision (Non Earnings ($000) - $2,500 Tax Pre Tax - $0 Operating Operating Pre 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 Operating PTPP Earnings, Less Accretion Accretion ($ in thousands) 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 Operating Pre-Tax Pre-Provision Earnings (Non-GAAP) $5,542 $6,967 $6,770 $8,786 $8,039 $7,772 $8,700 $7,890 $8,692 Less: Accretion $1,274 $2,583 $1,208 $2,755 $1,881 $1,374 $1,246 $1,375 $1,841 Operating Pre-Tax Pre-Provision Earnings, Less Accretion $4,268 $4,384 $5,562 $6,031 $6,158 $6,398 $7,454 $6,515 $6,851 Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 8


 
Performance Trends ROAA (%) ROATCE (%) . Net Operating Earnings (Non-GAAP) of $4.3 million for the quarter 1.56 % 16.8 % 1.12 % 1.02 % 1.08 % 11.6 % . ROAA of 0.43% for the quarter and 0.98 % 1.01 % 10.6 % 11.1 % 0.96 % 10.8 % 10.3 % 10.5 % Net Operating ROAA (Non-GAAP) of 0.84 % 9.3 % 0.67 % 0.67% 6.9 % 0.43 % 4.4 % . ROATCE (Non-GAAP) of 4.4% for the quarter and Operating ROATCE (Non-GAAP) of 6.9% (1) . Efficiency Ratio of 74.0% for the Reported Operating quarter and Operating Efficiency Ratio (Non-GAAP) of 65.5% Net Interest Margin (%) Efficiency Ratio (%) 4.10 % . Net Interest Margin (fully taxable 74.0 % 3.94 % 3.91 % 3.84 % 3.90 % equivalent “FTE”) of 3.90%, up 6 3.76 % 68.7 % 3.68 % 3.68 % 3.59 % 3.58 % 67.0 % basis points from the prior quarter 64.3 % 65.6 % 65.0 % 65.5 % 63.0 % 62.4 % . Nonperforming Assets were 0.31% 57.5 % of Total Assets Reported Operating (1) (1) Operating profitability (Non-GAAP) figures exclude gain on sale of securities, merger termination fees, merger-related and restructuring expenses and non-operating items; net interest margin excludes purchase accounting adjustments Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 9


 
Balance Sheet Trends Total Assets ($mm) Loans ($mm) $3,000 $2,874 $2,200 $2,139 $2,600 $2,000 $2,354 $2,391 $2,390 $2,449 $1,897 $1,838 $1,833 $1,865 $2,200 $1,800 $1,800 $1,600 $1,400 $1,400 $1,000 $1,200 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 Total Deposits ($mm) Book Value Per Share $2,342 $22.33 $22.09 $22.50 $21.93 $2,400 $21.47 $20.82 $2,200 $20.00 $2,047 $1,994 $2,012 $1,998 $16.40 $2,000 $17.50 $16.82 $15.86 $16.37 $15.18 $1,800 $15.00 $1,600 $12.50 $1,400 $10.00 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 Book Value Tangible Book Value (Non-GAAP) Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 10


 
Net Interest Income . Net Interest Margin (FTE) increased 6 bps quarter-to-quarter to 3.90% . Compared quarter-to-quarter, Earning Asset Yields have decreased 9 basis points; the Average Cost of Interest-Bearing Liabilities have decreased 19 basis points . Excluding the effect of purchase accounting adjustments, the Net Interest Margin (FTE) decreased 1 basis point quarter-to-quarter ($ in thousands) 1Q20 4Q19 1Q19 Average Yields and Rates 1Q20 4Q19 1Q19 Net Interest Income (FTE) $22,688 $21,220 $21,112 Loans, less accretion 4.98% 5.07% 5.20% Average Earning Assets $2,340,037 $2,190,508 $2,089,540 Accretion 0.37% 0.29% 0.42% Loans 5.35% 5.36% 5.62% Taxable securities 2.34% 2.38% 2.68% Tax-exempt securities (FTE) 2.28% 3.09% 4.07% Net Interest Margin Federal funds and other investments 1.46% 1.74% 2.68% 4.50% Earning Asset Yields 4.83% 4.92% 5.25% 4.25% 4.00% Total Interest-Bearing Deposits 1.10% 1.29% 1.32% 3.75% Securities sold under agreement to repurchase 0.36% 0.35% 0.41% 3.50% Federal funds purchased and other borrowings 0.73% 1.00% 4.09% Subordinated debt 5.98% 5.90% 6.04% 3.25% Total Interest-Bearing Liabilities 1.20% 1.39% 1.45% 3.00% 1Q19 2Q19 3Q19 4Q19 1Q20 Net Interest Margin (FTE) 3.90% 3.84% 4.10% Net Interest Margin (FTE) Net Interest Margin (FTE - ex Purchase Acct. Adj.) 3.58% 3.59% 3.76% Net Interest Margin (FTE - ex Purchase Accounting Adj.) (Non-GAAP) Cost of Funds 0.99% 1.15% 1.21% Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 11


 
Operating (Non-GAAP) Noninterest Income . Added insurance commission income stream from acquisition of Progressive Financial Group, Inc. . Investment services income increased from additional production . Mortgage banking income increased over 56% from the prior quarter . Consistent increases in service charges on deposit accounts ($ in thousands) Operating (Non-GAAP) Noninterest Income $3,000 $2,400 Other Noninterest Income $1,800 Insurance Commissions Investment Services Income $1,200 Mortgage Banking Income Service Charges on Deposit Accounts $600 $0 1Q19 2Q19 3Q19 4Q19 1Q20 Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 12


 
Operating (Non-GAAP) Noninterest Expense . Operating Efficiency Ratio (Non-GAAP) remained stable quarter-to-quarter at 65% . Salary and benefits remained stable . Continued investment in infrastructure ($ in thousands) Operating (Non-GAAP) Noninterest Expense $20,000 $15,000 Other Amortization of Intangibles $10,000 Data Processing Occupancy $5,000 Salaries & Benefits $0 1Q19 2Q19 3Q19 4Q19 1Q20 Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 13


 
Attractive Deposit Mix Deposit Composition (3/31/20) Historical Deposit Composition ($mm) $2,500 $2,342 Noninterest $2,047 Time Demand $1,994 $2,012 $1,998 $2,000 Deposits 19% $736 31% $635 $673 $647 $680 Interest- bearing $1,500 Money Demand Market and 19% $730 Savings $623 31% $1,000 $698 $648 $635 $444 Historical Cost of Deposits $380 $500 $332 $334 $351 3.00% $432 2.50% $329 $357 $365 $364 2.00% 2.50% 2.50% $0 1Q19 2Q19 3Q19 4Q19 1Q20 1.50% 2.00% 1.75% Noninterest Demand Interest-bearing Demand 1.00% 1.10% 1.18% 1.13% Money Market and Savings Time Deposits 1.06% 0.91% 0.50% 0.25% 0.00% 1Q19 2Q19 4Q19 1Q20 3Q19 Cost of Deposits Fed Funds Target 14


 
Overview of Loan Portfolio Loan Composition (3/31/20) Historical Loan Composition ($mm) $2,500 Other <1% Consumer RE $2,139 22% $2,000 CRE, Non $1,865 $1,897 $1,838 $1,833 $483 Owner C&I Occupied 18% $417 25% $409 $402 $402 $1,500 $536 CRE, $476 Owner C&D $473 $464 $468 Occupied 12% 22% $1,000 $473 $416 $416 $422 $429 Historical CRE Ratios $500 $253 $187 $205 $220 $228 400% $341 $334 $341 $337 $377 300% 274% $0 200% 1Q19 2Q19 3Q19 4Q19 1Q20 C&I C&D 100% 87% CRE, Owner Occupied CRE, Non Owner Occupied 0% 1Q19 2Q19 3Q19 4Q19 1Q20 Consumer RE Other CRE C&D 15


 
Segments Impacted by COVID-19 ($ in thousands) Total Avg. Loan Commitments O / S Balance Size % of Portfolio Industry ($) ($) ($) (%) Restaurants/Bars $ 91,328 $ 86,990 $ 518 4.1 % Hospitality / Lodging 185,053 143,831 2,438 6.7 Attraction / Amusement 40,846 37,886 1,994 1.8 Retail CRE 82,171 78,599 595 3.7 1-4 Vacation Rental 43,842 35,421 403 1.7 Other 2,136,279 1,756,520 174 82.1 Total $ 2,579,519 $ 2,139,247 $ 202 100.0 % Key Portfolio Management Fundamentals Restaurants/Bars Hospitality / 4.1% Lodging 6.7% Attraction / Amusement . Well-Diversified Portfolio 1.8% Retail CRE . Good Equity in Real Estate Loan Transactions 3.7% 1-4 Vacation Rental . Strong Market Knowledge 1.7% . Conservatively Structured Loan Profiles . Granularity in Loan Portfolio 16


 
COVID-19 Modified Loans ($ in thousands) COVID-19 Modified Loans April 2020 Modified Loans Avg. Loan % of Modified Size Portfolio Industry ($) ($) (%) Restaurants $ 70,781 $ 885 3.0 % Hospitality / Lodging 120,761 4,164 5.1 Attraction / Amusement 4,163 833 0.2 Retail CRE 20,002 1,250 0.8 1-4 Vacation Retail 7,057 470 0.3 Other 286,915 531 12.1 Total Modified Loans $ 509,679 $ 744 21.4 % Portfolio Total $ 2,381,944 Source: Company information Note: As of April 24, 2020 17


 
Paycheck Protection Program Funded Dollars State ($ in thousands) Tennessee $ 151,905 Alabama 51,795 Florida 19,314 Georgia 8,370 Other 7,962 Total $ 239,346 PPP Loan Stratification Table as of 4/24/20 Funded Application Dollars Average SBA Fee Count ($ in thousands) ($ in thousands) 1% 7 $ 22,020 $ 3,146 3% 142 102,038 719 5% 1,536 115,288 75 Total 1,685 $ 239,346 $ 142 18


 
Asset Quality . Superior asset quality, with Nonperforming Assets at 0.31% of Total Assets compared to the Nonperforming Assets ($ in thousands) Southeast Peer Median (1) of 0.66% $12,000 1.00% 0.66% . Remaining fair value discounts on acquired $8,000 0.70% loans are 1.3x the current Allowance For Loan $4,000 0.31%0.40% Losses $0 0.10% 1Q19 2Q19 3Q19 4Q19* 1Q20 . Allowance for loan losses to loans is 0.63% at Foreclosed Assets 1Q20 Nonperforming Loans . Proven credit culture, with Net Charge-Offs to Nonperforming Assets/ Total Assets (SMBK) Average Loans of 0.00% compared to the Nonperforming Assets/ Total Assets (SE Peer Median)(1) Southeast Peer Median (1) of 0.08% Loan Discounts ($ in thousands) Net Charge-Offs/ Average Loans $30 0.90% 0.15% $20 0.60% 0.10% 0.08% $10 0.30% 0.05% $0 0.00% 1Q19 2Q19 3Q19 4Q19 1Q20 0.00% 0.00% Allowance for Loan Losses (GAAP) (0.05%) Net Acquisition Accounting Fair Falue Discounts to Loans 1Q19 2Q19 3Q19 4Q19* 1Q20 Allowance for Loan Losses/ Loans SMBK SE Peer Median (1) Source: S&P Global Market Intelligence (1) Major-exchange (NYSE, NYSEAM, NASDAQ) traded banks between $1.5B and $3B in assets headquartered in the Southeast (AL, AR, FL, GA, LA, MS, NC, SC, TN and WV) as of 12/31/19 19 * Peer median data held constant from 4Q19 due to unavailable 4Q19 data as of SMBK reporting date


 
Reserve Reconciliation ($ in thousands) 1Q19 2Q19 3Q19 4Q19 1Q20 Allowance for Loan Losses (GAAP) - Originated $ 8,704 $ 8,979 $ 9,674 $ 9,969 $ 12,412 Allowance for Loan Losses (GAAP) - Acquired -- 118 118 274 1,019 Loan Discounts 19,954 15,871 16,784 15,348 17,237 Total Reserves $ 28,658 $ 24,968 $ 26,576 $ 25,591 $ 30,668 Originated Loans $ 1,290,392 $ 1,349,686 $ 1,433,524 $ 1,521,364 $ 1,621,128 Acquired Loans 548,074 483,216 431,155 376,028 518,119 Total Loans $ 1,838,466 $ 1,832,902 $ 1,864,679 $ 1,897,392 $ 2,139,247 Allowance / Total Loans 0.47% 0.50% 0.53% 0.54% 0.63% Allowance / Originated Loans 0.67% 0.67% 0.67% 0.66% 0.77% Allowance / Acquired Loans 0.00% 0.02% 0.03% 0.07% 0.20% Discount / Acquired Loans 3.64% 3.28% 3.89% 4.08% 3.33% Total Reserves / Total Loans 1.56% 1.36% 1.43% 1.35% 1.43% Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 20


 
Current Capital Position TCE / TA (%) Leverage Ratio (%) 16.0% 16.0% 12.0% 9.9% 12.0% 9.6% 9.9% 10.3% 10.3% 9.3% 9.0% 9.3% 9.9% 10.0% 8.0% 8.0% 4.0% 4.0% 0.0% 0.0% 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 CET1 Ratio (%) Total Risk-Based Capital Ratio (%) 16.0% 16.0% 13.7% 14.0% 14.0% 13.0% 13.1% 11.2% 11.5% 11.6% 12.0% 12.0% 10.6% 10.9% 8.0% 8.0% 4.0% 4.0% 0.0% 0.0% 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 Basel III Regulatory Capital Minimum To Be Considered “Well Capitalized” Note: Data as of the three months ended each respective quarter 21


 
Strong Liquidity Position Cash and Cash Equivalents ($mm) Bank Funding Sources ($mm) $350.0 $309.1 Liquidity Amount Available $280.0 Sources ($mm) $199.5 $210.0 $170.9 $184.0 Unpledged Investment Securities $ 105.3 $140.0 $133.0 $70.0 Overnight Fed Funds 69.6 $0.0 1Q19 2Q19 3Q19 4Q19 1Q20 FRB Discount Window 95.8 Loans / Deposits (%) 100.0% FHLB 52.0 96.0% 93.3% Holding Company Line of Credit 25.0 92.2% 92.7% 91.4% 92.0% 91.1% 88.0% Total Funding: $ 347.7 84.0% 80.0% 1Q19 2Q19 3Q19 4Q19 1Q20 22


 
Earnings Profile – First Quarter 2020 . Net Interest Income increased over ($ in thousands, expect per share data) 1Q20 4Q19 1Q19 7% year-over-year (“YoY”) due to higher average earning asset Total Interest Income $27,998 $27,028 $26,943 Total Interest Expense 5,427 5,924 5,946 balances Net Interest Income 22,571 21,104 20,997 Total Noninterest Income 2,818 2,840 1,698 Total Revenue 25,389 23,944 22,695 . Noninterest Income increased over Provision for Loan Losses 3,200 685 797 65% YoY with all components Total Noninterest Expense 18,793 16,052 15,579 reporting increases Earnings Before Income Taxes 3,396 7,206 6,319 Income Tax Expense 664 473 1,588 Net Income $2,732 $6,733 $4,731 . Total Revenue increased over 11% Net Income Per Share: YoY due to overall growth of the Diluted Net Income Per Share $0.19 $0.48 $0.34 Company Net Operating Earnings Per Share (Non-GAAP): Diluted Operating Earnings Per Share $0.30 $0.46 $0.39 . Increases in Noninterest Expense primarily driven by merger charges and increased provision expense due to COVID-19 and deteriorating economic conditions Note: For a reconciliation of Non-GAAP financial measures to their most directly comparable GAAP measures, see the Appendix 23


 
Appendix


 
Non-GAAP Reconciliations ($ in thousands) 1Q20 4Q19 3Q19 2Q19 1Q19 Net interest income - ex purchase acct. adj. Net interest income (GAAP) $ 22,571 $ 21,104 $ 21,140 $ 20,802 $ 20,997 Taxable equivalent adjustment 117 116 110 116 115 Net interest income TEY 22,688 21,220 21,250 20,918 21,112 Purchase accounting adjustments 1,841 1,375 1,246 1,374 1,881 Net interest income - ex purchase acct. adj. (Non-GAAP) $ 20,847 $ 19,845 $ 20,004 $ 19,544 $ 19,231 Operating Noninterest Income Noninterest income (GAAP) $ 2,818 $ 2,840 $ 2,196 $ 8,416 $ 1,698 Securities (gain) losses - - (1) (33) - ADECA termination proceeds - (720) - - - Merger termination fee - - - (6,400) - Operating noninterest income (Non-GAAP) $ 2,818 $ 2,120 $ 2,195 $ 1,983 $ 1,698 Operating Noninterest Expense Noninterest expense (GAAP) $ 18,793 $ 16,052 $ 14,708 $ 16,809 $ 15,579 Salaries - prior year adjustment - (603) - - - Merger related and restructuring charges (2,096) (427) (73) (1,796) (923) Other - prior year franchise tax true-up - 312 - - - Operating noninterest expense (Non-GAAP) $ 16,697 $ 15,334 $ 14,635 $ 15,013 $ 14,656 Tangible Common Equity Shareholders' equity (GAAP) $ 336,200 $ 312,747 $ 306,040 $ 299,611 $ 290,481 Less goodwill and other intangible assets 86,503 77,193 77,534 78,348 78,690 Tangible Common Equity (Non-GAAP) $ 249,697 $ 235,554 $ 228,506 $ 221,263 $ 211,791 Average Tangible Common Equity Average shareholders' equity (GAAP) $ 329,692 $ 308,772 $ 303,200 $ 296,570 $ 286,076 Less goodwill and other intangible assets 80,370 77,400 78,222 78,564 78,913 Average Tangible Common Equity (Non-GAAP) $ 249,322 $ 231,372 $ 224,978 $ 218,006 $ 207,163 Non-GAAP Return Ratios Net operating return on average assets (Non-GAAP)(1) 0.67% 1.08% 1.02% 0.96% 0.98% Return on average tangible common equity (Non-GAAP)(2) 4.41% 11.55% 10.52% 16.78% 9.26% Net operating return on average shareholder equity (Non-GAAP) (3) 5.22% 8.34% 7.87% 7.58% 7.81% Net operating return on average tangible common equity (Non-GAAP) (4) 6.90% 11.12% 10.61% 10.31% 10.79% (1) Net operating return on average assets (Non-GAAP) is the annualized net operating earnings (Non-GAAP) divided by average assets. (2) Return on average tangible common equity (Non-GAAP) is the annualized net income divided by average tangible common equity (Non-GAAP). (3) Net operating return on average shareholder equity (Non-GAAP) is the annualized net operating earnings (Non-GAAP) divided by average shareholder equity. 25 (4) Net operating return on average tangible common equity (Non-GAAP) is the annualized net operating earnings (Non-GAAP) divided by average tangible common equity (Non-GAAP). Note: “ADECA” represents a program administered by the Alabama Department of Economic and Community Affairs


 
Non-GAAP Reconciliations ($ in thousands, except per share data) 1Q20 4Q19 3Q19 2Q19 1Q19 Operating Earnings Net income (GAAP) $ 2,732 $ 6,733 $ 5,963 $ 9,121 $ 4,731 Noninterest income: Securities (gains) losses - - (1) (33) - ADECA termination proceeds - (720) - - - Merger termination fee - - - (6,400) - Noninterest expenses: Salaries - prior year adjustment - 603 - - - Merger related and restructuring expenses 2,096 427 73 1,796 923 Other - prior year franchise tax true-up - (312) - - - Income taxes: Tax benefit - prior year amended return - (304) - - - Tax benefit from director options - - - - - Income tax effect of adjustments (548) 60 (19) 1,119 (145) Net operating earnings (Non-GAAP) $ 4,280 $ 6,487 $ 6,016 $ 5,603 $ 5,509 Net operating earnings per common share: Basic $0.30 $0.46 $0.43 $0.40 $0.40 Diluted $0.30 $0.46 $0.43 $0.40 $0.39 Operating Efficiency Ratio Efficiency ratio (GAAP) 74.0% 67.0% 63.0% 57.5% 68.7% Adjustment for taxable equivalent yields (0.45%) (0.45%) (0.37%) (0.50%) (0.49%) Adjustment for securities gains (losses) - - - 0.14% - Adjustment for merger expenses (8.10%) (1.64%) (0.24%) 8.39% (3.91%) Operating efficiency ratio (Non-GAAP) 65.5% 65.0% 62.4% 65.6% 64.3% Note: “ADECA” represents a program administered by the Alabama Department of Economic and Community Affairs 26


 
Non-GAAP Reconciliations ($ in thousands, except per share data) 1Q20 4Q19 3Q19 2Q19 1Q19 4Q18 3Q18 2Q18 1Q18 Operating Pre-Tax Pre-Provison Income Net interest income (GAAP) $ 22,571 $ 21,104 $ 21,140 $ 20,802 $ 20,997 $ 21,447 $ 18,860 $ 19,538 $ 16,811 Operating noninterest income (Non-GAAP) 2,818 2,120 2,195 1,983 1,698 1,678 1,831 1,583 1,455 Operating noninterest expense (Non-GAAP) (16,697) (15,334) (14,635) (15,013) (14,656) (14,339) (13,921) (14,154) (12,724) Operating Pre-Tax Pre-Provison Earnings (Non-GAAP) $ 8,692 $ 7,890 $ 8,700 $ 7,772 $ 8,039 $ 8,786 $ 6,770 $ 6,967 $ 5,542 Note: “ADECA” represents a program administered by the Alabama Department of Economic and Community Affairs 27


 
Investor Contacts Billy Carroll Miller Welborn President & CEO Chairman (865) 868-0613 (423) 385-3067 [email protected] [email protected] SmartFinancial, Inc. 5401 Kingston Pike, Suite 600 Knoxville, TN 37919 28


 
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