UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 24, 2019
CAROLINA FINANCIAL CORPORATION
(Exact Name of Registrant As Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-19029 | 57-1039673 |
(Commission File Number) | (I.R.S. Employer Identification No.) |
288 Meeting Street, Charleston, South Carolina | 29401 |
(Address of Principal Executive Offices) | (Zip Code) |
(843) 723-7700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (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 January 24, 2019, Carolina Financial Corporation (the “Company”) issued a news release announcing its results of operations for the three and twelve month periods ended December 31, 2018. A copy of the news release is attached hereto as Exhibit 99.1. The information included herein, as well as in Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in filings under the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01. | Regulation FD Disclosure. |
The Company will hold an investor conference call January 25, 2019 at 10:00 am Eastern Time to disclose its financial results for the three and twelve month periods ended December 31, 2018 . The conference call can be accessed by dialing (866) 464-9448 or (213) 660-0874 and requesting the Carolina Financial Corporation fourth quarter earnings call. The conference ID number is 7660616. Listeners should dial in 10 minutes prior to the start of the call. The live webcast and presentation slides will be available on www.haveanicebank.com under Investor Relations. A replay of the webcast will be available on www.haveanicebank.com under Investor Relations, News & Market Information and Presentations approximately three hours after the call and can be accessed by dialing (855) 859-2056 or (404) 537-3406 and requesting conference number 7660616.
A copy of the investor presentation prepared for use by executive management during the investor conference call is furnished as Exhibit 99.2. All of the information in the presentation is presented as of January 24, 2019, and the Company does not assume any obligation to update such information in the future.
The information included in the preceding paragraph, as well as in Exhibit 99.2 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall it be deemed incorporated by reference in filings under the Securities Act.
Item 8.01. | Other Events. |
Dividend Announcement
On January 23, 2019, the Company’s Board of Directors declared a $0.08 dividend per common share payable on April 5, 2019, to stockholders of record as of March 15, 2019.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description |
|
99.1 | News Release dated January 24, 2019. | |
99.2 | Investor Presentation dated January 24, 2019 |
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.
CAROLINA FINANCIAL CORPORATION, | |||
Registrant | |||
By: | /s/ William A. Gehman, III | ||
Name: | William A. Gehman, III | ||
Title: | Chief Financial Officer |
Dated: January 24, 2019
Carolina Financial Corporation Reports Results for Fourth Quarter of 2018
NEWS RELEASE – For Release January 24, 2019 4:00PM
For More Information, Contact:
William A. Gehman III, EVP and CFO, 843.723.7700
Charleston, S.C. January 24, 2019 - Carolina Financial Corporation (the “Company”) (NASDAQ: CARO) today announced financial results for the fourth quarter of 2018.
Financial highlights at and for the three months ended December 31, 2018, include:
· | Net income for Q4 2018 increased 144.0% to $15.4 million, or $0.68 per diluted share, from $6.3 million, or $0.33 per diluted share for Q4 2017. |
· | Operating earnings for Q4 2018, which exclude certain non-operating income and expenses, increased 52.1% to $16.9 million, or $0.75 per diluted share, from $11.1 million, or $0.57 per diluted share, for Q4 2017. |
· | Operating earnings for Q4 2018 have been adjusted to eliminate the following significant items: |
o | The fair value loss on interest rate swaps of $2.2 million due to the impact of falling long-term interest rates during the quarter on the valuation of longer-duration derivatives that do not meet hedge accounting requirements. The Company uses standalone interest rate swaps to more closely match the interest rate characteristics of assets and liabilities and to mitigate the risks arising from timing mismatches between assets and liabilities including duration mismatches, which includes securities. The balance sheet fair value of securities increased $4.1 million at the end of Q4 2018 compared to Q3 2018. |
o | The gain on sale of securities of $346,000. |
· | Performance ratios Q4 2018 compared to Q4 2017: |
o | Return on average assets was 1.67% compared to 0.83%. |
o | Operating return on average assets was 1.83% compared to 1.46%. |
o | Return on average tangible equity was 14.53% compared to 8.78%. |
o | Operating return on average tangible equity was 15.92% compared to 15.44%. |
· | Loans receivable, gross grew $66.9 million from September 30, 2018, or at an annualized rate of 10.9% and grew $204.8 million, or at a rate of 8.8%, since December 31, 2017. |
· | Total deposits decreased $41.4 million from September 30, 2018 and increased $113.3 million since December 31, 2017. |
· | On December 3, 2018, the Company announced that the Board of Directors had approved a plan to repurchase up to $25,000,000 in shares of the Company’s common stock through open market and privately negotiated transactions over the next three years. The Company began stock repurchases on December 4, 2018. During the fourth quarter, the Company repurchased approximately 176,000 shares at an average price of $30.64. Subsequent to December 31, 2018 through January 22, 2019, the Company repurchased an additional 87,000 shares at an average price of $31.42. |
“We continue to see the impact of solid organic growth and prior acquisitions on earnings. Overall, results for the fourth quarter of 2018 continued to improve with an increase of 144.0% in net income to $15.4 million compared to the fourth quarter of 2017,” stated Jerry Rexroad, the Company’s Chief Executive Officer.
CresCom Bank Expansion to Charlotte, NC Market
On January 21, 2019, the Company announced its planned expansion into the Charlotte, North Carolina market and the hiring of Robin Lyle as Charlotte market leader. The expansion brings the Company’s footprint to the center of the state as a natural expansion to the existing footprint across Eastern North Carolina. CresCom Bank finalized the acquisition of Washington, North Carolina-based First South Bank in November 2017, which added 30 locations to its branch network.
Financial Results
Carolina Financial Corporation
· | The Company reported an increase in net income for Q4 2018 to $15.4 million, or $0.68 per diluted share, as compared to $6.3 million, or $0.33 per diluted share, for Q4 2017. Included in net income for Q4 2018 was a one-time recovery of interest income of approximately $0.9 million related to a payoff of a purchased credit impaired loan, as well as a fair value loss on interest rate swaps of $2.2 million due to the impact of falling long-term interest rates on the valuation of longer-duration derivatives that do not meet hedge accounting requirements. Interest rate swaps that are not designated as hedges are primarily used to more closely match the interest rate characteristics of assets and liabilities and to mitigate the risks arising from timing mismatches between assets and liabilities including duration mismatches, which includes securities. The balance sheet fair value of securities increased $4.1 million at the end of Q4 2018 compared to Q3 2018. Q4 2018 also reflects a $346,000 gain on sale of securities. | |
· | Operating earnings for Q4 2018, which excludes certain non-operating income and expenses, increased 52.1% to $16.9 million, or $0.75 per diluted share, from $11.1 million, or $0.57 per diluted share, from Q4 2017. |
· | The Company recognized approximately $300,000 less incentive compensation expense in Q4 2018 compared to Q3 2018 as a result of not achieving certain performance metrics. |
· | The Company reported an increase in net income for the year ended December 31, 2018 to $49.7 million, or $2.26 per diluted share, as compared to $28.6 million, or $1.73 per diluted share, for the year ended December 31, 2017. Included in net income for the year ended December 31, 2018 and 2017 were pretax merger-related expenses of $15.2 million and $8.3 million, respectively. |
· | Operating earnings for the year ended December 31, 2018, which excludes certain non-operating income and expenses, increased 85.9% to $62.8 million, or $2.86 per diluted share, from $33.8 million, or $2.04 per diluted share, from the same period of 2017. |
· | The Company’s net interest margin-tax equivalent (NIM) increased to 4.23% for Q4 2018 (including the one-time recovery of interest income of approximately $0.9 million, or 11 bps to NIM) compared to 4.19% for Q4 2017. In addition, in Q4 2018, included in interest income was purchased loan accretion of $1.9 million (23 bps to NIM) and early payoff fees of $414,000 (5 bps to NIM). In Q4 2017, included in interest income was purchased loan accretion of $2.2 million (32 bps to NIM) and early payoff fees of $47,000 (1 bp to NIM). |
· | The Company reported book value per common share of $25.83 and $22.76 as of December 31, 2018 and December 31, 2017, respectively. Tangible book value per common share was $19.36 and $15.71 as of December 31, 2018 and December 31, 2017, respectively. |
· | At December 31, 2018, the Company’s regulatory capital ratios exceeded the minimum levels currently required. Stockholders’ equity totaled $575.3 million as of December 31, 2018 compared to $475.4 million at December 31, 2017. Tangible equity to tangible assets at December 31, 2018 was 11.83% compared to 9.73% at December 31, 2017. |
· | On June 11, 2018 Carolina Financial Corporation completed the sale of 1.5 million shares of its common stock. The net proceeds of the offering to the Company, after estimated expenses, were approximately $63.1 million. |
· | During Q4 2018, the Company repurchased approximately 176,000 shares at an average price of $30.64. Subsequent to December 31, 2018 through January 22, 2019, the Company repurchased an additional 87,000 shares at an average price of $31.42. |
· | Income tax expense increased $239,000 for Q4 2017 and the year ended December 31, 2017 related to application of Tax Cuts and Jobs Act implementation on deferred tax assets and liabilities. |
Community Banking
· | Community banking segment net income increased 155.3% to $15.4 million for Q4 2018 compared to $6.1 million for Q4 2017. |
· | Community banking segment net income increased 84.9% to $49.6 million for the year ended December 31, 2018 compared to $26.8 million for the year ended December 31, 2017. |
· | Community banking segment operating earnings increased 55.6% to $16.9 million for Q4 2018 compared to $10.9 million for Q4 2017. |
· | Community banking segment operating earnings increased 95.1% to $62.8 million for the year ended December 31, 2018 compared to $32.2 million for the year ended December 31, 2017. |
· | Provision for loan loss during Q4 2018 was $750,000. Provision for loan loss during Q4 2017 was $779,000. Asset quality and historical loss experience continue to remain favorable. The provision for loan loss during both 2018 and 2017 was primarily driven by organic loan growth. |
· | Non-performing assets (NPA) were 0.35% and 0.20% of total assets at December 31, 2018 and December 31, 2017, respectively. While December 2017 reflected historical NPA ratio lows and ratios continue to remain favorable, we have experienced an increase in NPA frequency. Approximately half of the increase relates to five purchased non-credit impaired loans with balances in excess of $500,000. |
· | Loans receivable, gross increased at a rate of 8.8% to $2.5 billion at December 31, 2018 compared to $2.3 billion at December 31, 2017. |
· | Total deposits increased $113.3 million since December 31, 2017. |
· | As a result of the implementation of the Tax Cuts and Jobs Act and the revaluation of deferred tax assets and liabilities, income tax expense was increased $416,000 for Q4 2017 and the year ended December 31, 2017. |
Wholesale Mortgage Banking
· | Net income for the wholesale mortgage banking segment was $599,000 for Q4 2018 compared to $117,000 for Q4 2017. The increase in Q4 2018 was primarily due to higher mortgage loan servicing income and reduced income taxes, both as further described below. |
· | Net income was $2.3 million for the year ended December 31, 2018 compared to $2.5 million for the year ended December 31, 2017. The net decrease in the year ended December 31, 2018 was primarily due to a decrease in mortgage banking income, early lease termination costs incurred, a loss on sale of other real estate, and the impact of Hurricane Florence, net of higher mortgage loan servicing income and reduced income taxes, as further described below. |
· | Net margin was 1.84% for Q4 2018 compared to 1.43% for Q4 2017. Originations for Q4 2018 and 2017 were $168.0 million and $212.6 million, respectively. |
· | Net margin was 1.74% for the year ended December 31, 2018 compared to 1.59% for the year ended December 31, 2017. Originations for the year ended December 31, 2018 and 2017 were $744.2 million and $824.3 million, respectively. |
· | During fiscal 2018 (primarily in the third quarter), the wholesale mortgage banking segment purchased approximately $880 million of servicing from third parties in addition to increasing its servicing portfolio through organic growth. |
· | As a result of the implementation of Tax Cuts and Jobs Act and the revaluation of deferred tax assets and liabilities, income tax expense was increased $331,000 for Q4 2017 and the year ended December 31, 2017. |
Dividend Declared
On January 23, 2019 the Company declared a $0.08 dividend per common share, payable on April 5, 2019, to stockholders of record on March 15, 2019. This represents a 14.3% increase in the quarterly dividend. Over the last 4 quarters, the Company has increased its quarterly dividend from $0.04 per share to $0.08 per share, or by 100%, as a result of increased earnings.
Conference Call
A conference call will be held at 10:00 a.m., Eastern Time on January 25, 2019. The conference call can be accessed by dialing (866) 464-9448 or (213) 660-0874 and requesting the Carolina Financial Corporation earnings call. The conference ID number is 7660616. Listeners should dial in 10 minutes prior to the start of the call. The live webcast and presentation slides will be available on www.haveanicebank.com under Investor Relations.
A replay of the webcast will be available on www.haveanicebank.com under Investor Relations, “News and Market Information” and “Presentations” approximately three hours after the call and can be accessed by dialing (855) 859-2056 or (404) 537-3406 and requesting conference number 7660616.
About Carolina Financial Corporation
Carolina Financial Corporation (NASDAQ: CARO) is the holding company of CresCom Bank, which also owns and operates Atlanta-based Crescent Mortgage Company. As of December 31, 2018, Carolina Financial Corporation had approximately $3.8 billion in total assets and Crescent Mortgage Company was approved to originate loans in 48 states, partnering with community banks, credit unions and mortgage brokers.
Addendum to News Release – Use of Certain Non-GAAP Financial Measures and Forward-Looking Statements
This news release contains financial information determined by methods other than in accordance with generally accepted accounting principles (“GAAP”). Such statements should be read along with the accompanying tables, which provide a reconciliation of non-GAAP measures to GAAP measures. This news release and the accompanying tables discuss financial measures, including but not limited to, core deposits, tangible book value, operating earnings and net income related to segments of the Company, which are non-GAAP measures. We believe that such non-GAAP measures are useful because they enhance the ability of investors and management to evaluate and compare the Company’s operating results from period to period in a meaningful manner. Non-GAAP measures should not be considered as an alternative to any measure of performance as promulgated under GAAP. Investors should consider the Company’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 measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP.
Please refer to the Non-GAAP reconciliation tables later in this release for additional information.
Forward-Looking Statements
Certain statements in this news release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements include but are not limited to statements with respect to our plans, objectives, expectations and intentions and other statements that are not historical facts, and other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” and “projects,” as well as similar expressions. Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the Company or any person that the future events, plans, or expectations contemplated by the Company will be achieved.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (2) the strength of the United States economy in general and the strength of the local economies in which we conduct operations may be different than expected resulting in, among other things, a deterioration in the credit quality or a reduced demand for credit, including the resultant effect on the Company’s loan portfolio and allowance for loan losses; (3) the rate of delinquencies and amounts of charge-offs, the level of allowance for loan loss, the rates of loan growth, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (4) the risk that the preliminary financial information reported herein and our current preliminary analysis will be different when our review is finalized; (5) changes in the U.S. legal and regulatory framework including, but not limited to, the Dodd-Frank Act and regulations adopted thereunder; (6) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could have a negative impact on the Company; (7) the business related to acquisitions may not be integrated successfully or such integration may take longer to accomplish than expected; (8) the expected cost savings and any revenue synergies from acquisitions may not be fully realized within expected timeframes; (9) disruption from acquisitions may make it more difficult to maintain relationships with clients, associates, or suppliers ; and (10) the impact of recent and future hurricanes and other natural disasters on our loan portfolio and the economic prospects of our coastal markets. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our reports (such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
###
CAROLINA FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2018 | December 31, 2017 | |||||||||||
(Unaudited) | (Audited) | |||||||||||
(Dollars in thousands) | ||||||||||||
ASSETS | ||||||||||||
Cash and due from banks | $ | 28,857 | 25,254 | |||||||||
Interest-bearing cash | 33,276 | 55,998 | ||||||||||
Cash and cash equivalents | 62,133 | 81,252 | ||||||||||
Securities available-for-sale | 842,801 | 743,239 | ||||||||||
Federal Home Loan Bank stock, at cost | 21,696 | 19,065 | ||||||||||
Other investments | 3,450 | 3,446 | ||||||||||
Derivative assets | 4,032 | 2,803 | ||||||||||
Loans held for sale | 16,972 | 35,292 | ||||||||||
Loans receivable, gross | 2,524,336 | 2,319,528 | ||||||||||
Allowance for loan losses | (14,463 | ) | (11,478 | ) | ||||||||
Loans receivable, net | 2,509,873 | 2,308,050 | ||||||||||
Premises and equipment, net | 60,866 | 61,407 | ||||||||||
Accrued interest receivable | 13,494 | 11,992 | ||||||||||
Real estate acquired through foreclosure, net | 1,534 | 3,106 | ||||||||||
Deferred tax assets, net | 5,786 | 2,436 | ||||||||||
Mortgage servicing rights | 32,933 | 21,003 | ||||||||||
Cash value life insurance | 58,728 | 57,195 | ||||||||||
Core deposit intangible | 16,462 | 19,601 | ||||||||||
Goodwill | 127,592 | 127,592 | ||||||||||
Other assets | 12,396 | 21,538 | ||||||||||
Total assets | $ | 3,790,748 | 3,519,017 | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
Liabilities: | ||||||||||||
Noninterest-bearing deposits | $ | 547,022 | 525,615 | |||||||||
Interest-bearing deposits | 2,171,171 | 2,079,314 | ||||||||||
Total deposits | 2,718,193 | 2,604,929 | ||||||||||
Short-term borrowed funds | 405,500 | 340,500 | ||||||||||
Long-term debt | 59,436 | 72,259 | ||||||||||
Derivative liabilities | 1,232 | 156 | ||||||||||
Drafts outstanding | 8,129 | 7,324 | ||||||||||
Advances from borrowers for insurance and taxes | 4,100 | 3,005 | ||||||||||
Accrued interest payable | 1,591 | 1,126 | ||||||||||
Reserve for mortgage repurchase losses | 1,292 | 1,892 | ||||||||||
Dividends payable to stockholders | 1,576 | 1,051 | ||||||||||
Accrued expenses and other liabilities | 14,414 | 11,394 | ||||||||||
Total liabilities | 3,215,463 | 3,043,636 | ||||||||||
Stockholders' equity: | ||||||||||||
Preferred stock | — | — | ||||||||||
Common stock | 224 | 210 | ||||||||||
Additional paid-in capital | 408,224 | 348,037 | ||||||||||
Retained earnings | 167,173 | 123,537 | ||||||||||
Accumulated other comprehensive (loss) income, net of tax | (336 | ) | 3,597 | |||||||||
Total stockholders' equity | 575,285 | 475,381 | ||||||||||
Total liabilities and stockholders' equity | $ | 3,790,748 | 3,519,017 |
CAROLINA FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months | For the Twelve Months | |||||||||||||||
Ended December 31, | Ended December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017* | |||||||||||||
(In thousands, except share data) | ||||||||||||||||
Interest income | ||||||||||||||||
Loans | $ | 35,214 | 27,094 | 133,252 | 79,300 | |||||||||||
Investment securities | 7,243 | 4,966 | 26,222 | 14,941 | ||||||||||||
Dividends from Federal Home Loan Bank stock | 253 | 145 | 1,004 | 496 | ||||||||||||
Other interest income | 209 | 164 | 580 | 350 | ||||||||||||
Total interest income | 42,919 | 32,369 | 161,058 | 95,087 | ||||||||||||
Interest expense | ||||||||||||||||
Deposits | 5,808 | 3,175 | 18,727 | 9,387 | ||||||||||||
Short-term borrowed funds | 1,576 | 663 | 6,064 | 1,888 | ||||||||||||
Long-term debt | 643 | 614 | 2,457 | 1,978 | ||||||||||||
Total interest expense | 8,027 | 4,452 | 27,248 | 13,253 | ||||||||||||
Net interest income | 34,892 | 27,917 | 133,810 | 81,834 | ||||||||||||
Provision for loan losses | 750 | 779 | 2,059 | 779 | ||||||||||||
Net interest income after provision for loan losses | 34,142 | 27,138 | 131,751 | 81,055 | ||||||||||||
Noninterest income | ||||||||||||||||
Mortgage banking income | 3,593 | 3,619 | 15,295 | 15,140 | ||||||||||||
Deposit service charges | 1,775 | 1,715 | 7,755 | 4,643 | ||||||||||||
Net gain (loss) on sale of securities | 346 | (242 | ) | (1,946 | ) | 933 | ||||||||||
Fair value adjustments on interest rate swaps | (2,222 | ) | 419 | (340 | ) | 382 | ||||||||||
Net increase in cash value life insurance | 377 | 357 | 1,530 | 1,116 | ||||||||||||
Mortgage loan servicing income | 2,624 | 1,968 | 9,052 | 6,790 | ||||||||||||
Debit card income, net | 1,246 | 961 | 4,809 | 2,308 | ||||||||||||
Other | 781 | 1,208 | 3,741 | 2,604 | ||||||||||||
Total noninterest income | 8,520 | 10,005 | 39,896 | 33,916 | ||||||||||||
Noninterest expense | ||||||||||||||||
Salaries and employee benefits | 12,857 | 11,341 | 53,517 | 37,827 | ||||||||||||
Occupancy and equipment | 4,101 | 3,218 | 15,961 | 10,347 | ||||||||||||
Marketing and public relations | 320 | 235 | 1,330 | 1,417 | ||||||||||||
FDIC insurance | 285 | 341 | 1,090 | 721 | ||||||||||||
Recovery of mortgage loan repurchase losses | (150 | ) | (225 | ) | (600 | ) | (900 | ) | ||||||||
Legal expense | 95 | 134 | 422 | 507 | ||||||||||||
Other real estate (income) expense, net | (10 | ) | 14 | (13 | ) | 54 | ||||||||||
Mortgage subservicing expense | 696 | 501 | 2,468 | 1,986 | ||||||||||||
Amortization of mortgage servicing rights | 1,239 | 883 | 4,206 | 2,966 | ||||||||||||
Amortization of core deposit intangible | 763 | 565 | 3,139 | 1,037 | ||||||||||||
Merger-related expenses | — | 6,391 | 15,216 | 8,301 | ||||||||||||
Other | 3,041 | 3,115 | 12,472 | 9,182 | ||||||||||||
Total noninterest expense | 23,237 | 26,513 | 109,208 | 73,445 | ||||||||||||
Income before income taxes | 19,425 | 10,630 | 62,439 | 41,526 | ||||||||||||
Income tax expense | 3,981 | 4,302 | 12,769 | 12,961 | ||||||||||||
Net income | $ | 15,444 | 6,328 | 49,670 | 28,565 | |||||||||||
Earnings per common share: | ||||||||||||||||
Basic | $ | 0.69 | 0.33 | 2.28 | 1.75 | |||||||||||
Diluted | $ | 0.68 | 0.33 | 2.26 | 1.73 | |||||||||||
Dividends Per Common Share | $ | 0.07 | 0.04 | 0.25 | 0.16 | |||||||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 22,416,190 | 19,207,307 | 21,756,595 | 16,317,501 | ||||||||||||
Diluted | 22,587,466 | 19,443,353 | 21,972,857 | 16,550,357 |
* Derived from audited financial statements.
CAROLINA FINANCIAL CORPORATION
(Unaudited)
(Dollars in thousands)
At or for the Three Months Ended | |||||||||||||||||||||
Selected Financial Data: |
December
31,
2018 |
September 30,
2018 |
June 30,
2018 |
March 31,
2018 |
December 31,
2017 |
||||||||||||||||
Selected Average Balances: | |||||||||||||||||||||
Total assets | $ | 3,700,795 | 3,663,915 | 3,627,402 | 3,522,407 | 3,048,214 | |||||||||||||||
Investment securities and FHLB stock | 838,834 | 831,793 | 809,625 | 770,161 | 647,276 | ||||||||||||||||
Loans receivable, net | 2,428,603 | 2,402,075 | 2,401,075 | 2,322,203 | 2,003,429 | ||||||||||||||||
Loans held for sale | 20,120 | 23,692 | 23,137 | 21,645 | 25,001 | ||||||||||||||||
Deposits | 2,760,156 | 2,735,346 | 2,677,401 | 2,616,640 | 2,352,303 | ||||||||||||||||
Stockholders' equity | 569,528 | 559,401 | 497,694 | 477,830 | 380,529 | ||||||||||||||||
Performance Ratios (annualized): | |||||||||||||||||||||
Return on average stockholders' equity | 10.85 | % | 10.87 | % | 12.03 | % | 3.40 | % | 6.65 | % | |||||||||||
Return on average tangible equity (Non-GAAP) | 14.53 | % | 14.68 | % | 17.02 | % | 4.90 | % | 8.78 | % | |||||||||||
Return on average assets | 1.67 | % | 1.66 | % | 1.65 | % | 0.46 | % | 0.83 | % | |||||||||||
Operating return on average stockholders' equity (Non-GAAP) | 11.88 | % | 10.99 | % | 12.54 | % | 12.51 | % | 11.69 | % | |||||||||||
Operating return on average tangible equity (Non-GAAP) | 15.92 | % | 14.85 | % | 17.74 | % | 18.06 | % | 15.44 | % | |||||||||||
Operating return on average assets (Non-GAAP) | 1.83 | % | 1.68 | % | 1.72 | % | 1.70 | % | 1.46 | % | |||||||||||
Average earning assets to average total assets | 89.64 | % | 89.59 | % | 89.82 | % | 89.28 | % | 89.25 | % | |||||||||||
Average loans receivable to average deposits | 87.99 | % | 87.82 | % | 89.68 | % | 88.75 | % | 85.17 | % | |||||||||||
Average stockholders' equity to average assets | 15.39 | % | 15.27 | % | 13.72 | % | 13.57 | % | 12.48 | % | |||||||||||
Net interest margin-tax equivalent (1) | 4.23 | % | 4.15 | % | 4.11 | % | 4.20 | % | 4.19 | % | |||||||||||
Net (recoveries) charge-offs to average loans receivable | (0.02 | )% | 0.02 | % | 0.04 | % | (0.21 | )% | 0.02 | % | |||||||||||
Nonperforming assets to period end loans receivable | 0.53 | % | 0.49 | % | 0.42 | % | 0.45 | % | 0.30 | % | |||||||||||
Nonperforming assets to total assets | 0.35 | % | 0.32 | % | 0.28 | % | 0.30 | % | 0.20 | % | |||||||||||
Nonperforming loans to total loans | 0.47 | % | 0.43 | % | 0.35 | % | 0.36 | % | 0.17 | % | |||||||||||
Allowance for loan losses as a percentage of gross loans receivable (end of period) (2) | 0.57 | % | 0.55 | % | 0.54 | % | 0.53 | % | 0.49 | % | |||||||||||
Allowance for loan losses as a percentage of gross non-acquired loans receivable (Non-GAAP) | 0.79 | % | 0.80 | % | 0.80 | % | 0.85 | % | 0.84 | % | |||||||||||
Allowance for loan losses as a percentage of nonperforming loans (2) | 123.13 | % | 129.26 | % | 153.84 | % | 146.93 | % | 291.81 | % | |||||||||||
Nonperforming Assets: | |||||||||||||||||||||
Non-acquired loans 90 days or more past due and still accruing | $ | 20 | 32 | 19 | — | — | |||||||||||||||
Non-acquired nonaccrual loans | 11,726 | 10,501 | 8,423 | 8,649 | 3,934 | ||||||||||||||||
Total nonperforming loans | 11,746 | 10,533 | 8,442 | 8,649 | 3,934 | ||||||||||||||||
Real estate acquired through foreclosure, net | 1,534 | 1,601 | 1,726 | 1,963 | 3,106 | ||||||||||||||||
Total nonperforming assets | $ | 13,280 | 12,134 | 10,168 | 10,612 | 7,040 |
(1) Net interest margin-tax equivalent reflects tax-exempt income on a tax-equivalent basis.
(2) Acquired loans represent 27.2%, 30.5%, 33.5%, 36.8%, and 41.1%, of gross loans receivable at December 31, 2018, September 30, 2018, June 30, 2018, March 31, 2018, and December 31, 2017, respectively.
Carolina Financial Corporation
Segment Information
(Unaudited)
(Dollars in thousands)
For the Three Months | For the Twelve Months | Increase (Decrease) | ||||||||||||||||||||||
December 31, | Ended December 31, | Three | Twelve | |||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | Months | Months | |||||||||||||||||||
Segment net income: | ||||||||||||||||||||||||
Community banking | $ | 15,449 | 6,052 | 49,624 | 26,839 | 9,397 | 22,785 | |||||||||||||||||
Wholesale mortgage banking | 599 | 117 | 2,315 | 2,450 | 482 | (135 | ) | |||||||||||||||||
Other | (594 | ) | 124 | (2,266 | ) | (786 | ) | (718 | ) | (1,480 | ) | |||||||||||||
Eliminations | (10 | ) | 35 | (3 | ) | 62 | (45 | ) | (65 | ) | ||||||||||||||
Total net income | $ | 15,444 | 6,328 | 49,670 | 28,565 | 9,116 | 21,105 |
For the Three Months Ended | ||||||||||||||||||||
December 31,
2018 |
September 30,
2018 |
June 30,
2018 |
March 31,
2018 |
December 31,
2017 |
||||||||||||||||
Segment net income: | ||||||||||||||||||||
Community banking | $ | 15,449 | 15,263 | 14,928 | 3,984 | 6,050 | ||||||||||||||
Wholesale mortgage banking | 599 | 555 | 598 | 562 | 118 | |||||||||||||||
Other | (594 | ) | (606 | ) | (568 | ) | (497 | ) | 124 | |||||||||||
Eliminations | (10 | ) | (8 | ) | 8 | 7 | 36 | |||||||||||||
Total net income | $ | 15,444 | 15,204 | 14,966 | 4,056 | 6,328 |
For the Three Months Ended December 31, 2018 | ||||||||||||||||||||
Community | Mortgage | |||||||||||||||||||
Banking | Banking | Other | Eliminations | Total | ||||||||||||||||
Interest income | $ | 42,577 | 480 | 15 | (153 | ) | 42,919 | |||||||||||||
Interest expense | 7,494 | 170 | 537 | (174 | ) | 8,027 | ||||||||||||||
Net interest income (expense) | 35,083 | 310 | (522 | ) | 21 | 34,892 | ||||||||||||||
Provision for loan losses | 750 | — | — | — | 750 | |||||||||||||||
Noninterest income from external customers | 2,990 | 5,507 | 23 | — | 8,520 | |||||||||||||||
Intersegment noninterest income | 242 | 36 | — | (278 | ) | — | ||||||||||||||
Noninterest expense | 18,141 | 4,818 | 277 | 1 | 23,237 | |||||||||||||||
Intersegment noninterest expense | — | 240 | 2 | (242 | ) | — | ||||||||||||||
Income (loss) before income taxes | 19,424 | 795 | (778 | ) | (16 | ) | 19,425 | |||||||||||||
Income tax expense (benefit) | 3,975 | 196 | (184 | ) | (6 | ) | 3,981 | |||||||||||||
Net income (loss) | $ | 15,449 | 599 | (594 | ) | (10 | ) | 15,444 |
For the Three Months Ended December 31, 2017 | ||||||||||||||||||||
Community | Mortgage | |||||||||||||||||||
Banking | Banking | Other | Eliminations | Total | ||||||||||||||||
Interest income | $ | 31,911 | 441 | 10 | 7 | 32,369 | ||||||||||||||
Interest expense | 4,050 | 53 | 402 | (53 | ) | 4,452 | ||||||||||||||
Net interest income (expense) | 27,861 | 388 | (392 | ) | 60 | 27,917 | ||||||||||||||
Provision for loan losses | 779 | — | — | — | 779 | |||||||||||||||
Noninterest income from external customers | 5,247 | 4,758 | — | — | 10,005 | |||||||||||||||
Intersegment noninterest income | 244 | — | — | (244 | ) | — | ||||||||||||||
Noninterest expense | 22,125 | 4,171 | 217 | — | 26,513 | |||||||||||||||
Intersegment noninterest expense | — | 241 | — | (241 | ) | — | ||||||||||||||
Income (loss) before income taxes | 10,448 | 734 | (609 | ) | 57 | 10,630 | ||||||||||||||
Income tax expense (benefit) | 4,396 | 617 | (733 | ) | 22 | 4,302 | ||||||||||||||
Net income (loss) | $ | 6,052 | 117 | 124 | 35 | 6,328 |
Carolina Financial Corporation
Segment Information, Continued
(Unaudited)
(Dollars in thousands)
For the Twelve Months Ended December 31, 2018 | ||||||||||||||||||||
Community | Mortgage | |||||||||||||||||||
Banking | Banking | Other | Eliminations | Total | ||||||||||||||||
Interest income | $ | 159,483 | 1,841 | 56 | (322 | ) | 161,058 | |||||||||||||
Interest expense | 25,227 | 414 | 2,025 | (418 | ) | 27,248 | ||||||||||||||
Net interest income (expense) | 134,256 | 1,427 | (1,969 | ) | 96 | 133,810 | ||||||||||||||
Provision for loan losses | 2,034 | 25 | — | — | 2,059 | |||||||||||||||
Noninterest income from external customers | 18,680 | 21,106 | 110 | — | 39,896 | |||||||||||||||
Intersegment noninterest income | 966 | 99 | — | (1,065 | ) | — | ||||||||||||||
Noninterest expense | 89,459 | 18,631 | 1,117 | 1 | 109,208 | |||||||||||||||
Intersegment noninterest expense | — | 960 | 6 | (966 | ) | — | ||||||||||||||
Income (loss) before income taxes | 62,409 | 3,016 | (2,982 | ) | (4 | ) | 62,439 | |||||||||||||
Income tax expense (benefit) | 12,785 | 701 | (716 | ) | (1 | ) | 12,769 | |||||||||||||
Net income (loss) | $ | 49,624 | 2,315 | (2,266 | ) | (3 | ) | 49,670 |
For the Twelve Months Ended December 31, 2017 | ||||||||||||||||||||
Community | Mortgage | |||||||||||||||||||
Banking | Banking | Other | Eliminations | Total | ||||||||||||||||
Interest income | $ | 93,319 | 1,743 | 31 | (6 | ) | 95,087 | |||||||||||||
Interest expense | 12,100 | 172 | 1,152 | (171 | ) | 13,253 | ||||||||||||||
Net interest income (expense) | 81,219 | 1,571 | (1,121 | ) | 165 | 81,834 | ||||||||||||||
Provision for loan losses | 779 | — | — | — | 779 | |||||||||||||||
Noninterest income from external customers | 14,262 | 19,654 | — | — | 33,916 | |||||||||||||||
Intersegment noninterest income | 966 | 67 | — | (1,033 | ) | — | ||||||||||||||
Noninterest expense | 55,900 | 16,614 | 931 | — | 73,445 | |||||||||||||||
Intersegment noninterest expense | — | 966 | 1 | (967 | ) | — | ||||||||||||||
Income (loss) before income taxes | 39,768 | 3,712 | (2,053 | ) | 99 | 41,526 | ||||||||||||||
Income tax expense (benefit) | 12,929 | 1,262 | (1,267 | ) | 37 | 12,961 | ||||||||||||||
Net income (loss) | $ | 26,839 | 2,450 | (786 | ) | 62 | 28,565 |
For the Three Months Ended December 31, | ||||||||||||||||||||||||
Loan Originations | Mortgage Banking Income | Margin | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Additional segment information: | ||||||||||||||||||||||||
Community banking | $ | 16,935 | 27,221 | 509 | 569 | 3.01 | % | 2.09 | % | |||||||||||||||
Wholesale mortgage banking | 168,002 | 212,585 | 3,084 | 3,050 | 1.84 | % | 1.43 | % | ||||||||||||||||
Total | $ | 184,937 | 239,806 | 3,593 | 3,619 | 1.94 | % | 1.51 | % |
For the Twelve Months Ended December 31, | ||||||||||||||||||||||||
Loan Originations | Mortgage Banking Income | Margin | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Additional segment information: | ||||||||||||||||||||||||
Community banking | $ | 108,721 | 86,732 | 2,352 | 2,009 | 2.16 | % | 2.32 | % | |||||||||||||||
Wholesale mortgage banking | 744,208 | 824,282 | 12,943 | 13,131 | 1.74 | % | 1.59 | % | ||||||||||||||||
Total | $ | 852,929 | 911,014 | 15,295 | 15,140 | 1.79 | % | 1.66 | % |
Carolina Financial Corporation
Reconciliation of Non-GAAP Financial Measures - Consolidated
(Unaudited)
(In thousands, except share data)
At the Month Ended | ||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | ||||||||||||||||
2018 | 2018 | 2018 | 2018 | 2017 | ||||||||||||||||
Core deposits: | ||||||||||||||||||||
Noninterest-bearing demand accounts | $ | 547,022 | 567,394 | 577,568 | 547,744 | 525,615 | ||||||||||||||
Interest-bearing demand accounts | 566,527 | 579,522 | 584,719 | 558,942 | 551,308 | |||||||||||||||
Savings accounts | 192,322 | 190,946 | 198,571 | 212,249 | 213,142 | |||||||||||||||
Money market accounts | 431,246 | 453,957 | 458,558 | 463,676 | 452,734 | |||||||||||||||
Total core deposits (Non-GAAP) | 1,737,117 | 1,791,819 | 1,819,416 | 1,782,611 | 1,742,799 | |||||||||||||||
Certificates of deposit: | ||||||||||||||||||||
Less than $250,000 | 875,749 | 863,290 | 788,693 | 791,789 | 755,887 | |||||||||||||||
$250,000 or more | 105,327 | 104,514 | 100,689 | 102,569 | 106,243 | |||||||||||||||
Total certificates of deposit | 981,076 | 967,804 | 889,382 | 894,358 | 862,130 | |||||||||||||||
Total deposits | $ | 2,718,193 | 2,759,623 | 2,708,798 | 2,676,969 | 2,604,929 |
At the Month Ended | ||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | ||||||||||||||||
2018 | 2018 | 2018 | 2018 | 2017 | ||||||||||||||||
Tangible book value per share: | ||||||||||||||||||||
Total stockholders' equity | $ | 575,285 | 564,027 | 551,784 | 475,046 | 475,381 | ||||||||||||||
Less intangible assets | (144,054 | ) | (144,817 | ) | (145,595 | ) | (146,387 | ) | (147,193 | ) | ||||||||||
Tangible common equity (Non-GAAP) | $ | 431,231 | 419,210 | 406,189 | 328,659 | 328,188 | ||||||||||||||
Issued and outstanding shares | 22,387,009 | 22,570,445 | 22,570,182 | 21,057,539 | 21,022,202 | |||||||||||||||
Less nonvested restricted stock awards | (117,966 | ) | (135,045 | ) | (137,345 | ) | (136,395 | ) | (134,302 | ) | ||||||||||
Period end dilutive shares | 22,269,043 | 22,435,400 | 22,432,837 | 20,921,144 | 20,887,900 | |||||||||||||||
Total stockholders' equity | $ | 575,285 | 564,027 | 551,784 | 475,046 | 475,381 | ||||||||||||||
Divided by period end dilutive shares | 22,269,043 | 22,435,400 | 22,432,837 | 20,921,144 | 20,887,900 | |||||||||||||||
Common book value per share | $ | 25.83 | 25.14 | 24.60 | 22.71 | 22.76 | ||||||||||||||
Tangible common equity (Non-GAAP) | $ | 431,231 | 419,210 | 406,189 | 328,659 | 328,188 | ||||||||||||||
Divided by period end dilutive shares | 22,269,043 | 22,435,400 | 22,432,837 | 20,921,144 | 20,887,900 | |||||||||||||||
Tangible common book value per share (Non-GAAP) | $ | 19.36 | 18.69 | 18.11 | 15.71 | 15.71 |
At the Month Ended | ||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | ||||||||||||||||
2018 | 2018 | 2018 | 2018 | 2017 | ||||||||||||||||
Acquired and non-acquired loans: | ||||||||||||||||||||
Acquired loans receivable | $ | 686,401 | 749,442 | 813,688 | 877,012 | 952,220 | ||||||||||||||
Non-acquired gross loans receivable | 1,837,935 | 1,708,022 | 1,613,533 | 1,503,006 | 1,367,308 | |||||||||||||||
Total gross loans receivable | $ | 2,524,336 | 2,457,464 | 2,427,221 | 2,380,018 | 2,319,528 | ||||||||||||||
% Acquired | 27.19 | % | 30.50 | % | 33.52 | % | 36.85 | % | 41.05 | % | ||||||||||
Non-acquired loans | $ | 1,837,935 | 1,708,022 | 1,613,533 | 1,503,006 | 1,367,308 | ||||||||||||||
Allowance for loan losses | 14,463 | 13,615 | 12,987 | 12,708 | 11,478 | |||||||||||||||
Allowance for loan losses to non-acquired loans (Non-GAAP) | 0.79 | % | 0.80 | % | 0.80 | % | 0.85 | % | 0.84 | % | ||||||||||
Total gross loans receivable | $ | 2,524,336 | 2,457,464 | 2,427,221 | 2,380,018 | 2,319,528 | ||||||||||||||
Allowance for loan losses | 14,463 | 13,615 | 12,987 | 12,708 | 11,478 | |||||||||||||||
Allowance for loan losses to total gross loans receivable | 0.57 | % | 0.55 | % | 0.54 | % | 0.53 | % | 0.49 | % |
Carolina Financial Corporation
Reconciliation of Non-GAAP Financial Measures - Consolidated
(Unaudited)
(In thousands, except share data)
For the Three Months Ended | For the Twelve Months Ended | ||||||||||||||||||||||||||||
December 31,
2018 |
September 30,
2018 |
June 30,
2018 |
March 31,
2018 |
December 31,
2017 |
December 31,
2018 |
December 31,
2017 |
|||||||||||||||||||||||
As Reported: | |||||||||||||||||||||||||||||
Income before income taxes | $ | 19,425 | 19,431 | 19,002 | 4,581 | 10,630 | 62,439 | 41,526 | |||||||||||||||||||||
Tax expense | 3,981 | 4,227 | 4,036 | 525 | 4,302 | 12,769 | 12,961 | ||||||||||||||||||||||
Net Income | $ | 15,444 | 15,204 | 14,966 | 4,056 | 6,328 | 49,670 | 28,565 | |||||||||||||||||||||
Average equity | $ | 569,528 | 559,401 | 497,694 | 477,830 | 380,529 | 526,701 | 280,877 | |||||||||||||||||||||
Average tangible equity (Non-GAAP) | $ | 425,105 | 414,205 | 351,703 | 331,047 | 288,156 | 381,110 | 231,781 | |||||||||||||||||||||
Average assets | $ | 3,700,795 | 3,663,915 | 3,627,401 | 3,522,407 | 3,048,214 | 3,629,490 | 2,306,667 | |||||||||||||||||||||
Return on average assets | 1.67 | % | 1.66 | % | 1.65 | % | 0.46 | % | 0.83 | % | 1.37 | % | 1.24 | % | |||||||||||||||
Return on average equity | 10.85 | % | 10.87 | % | 12.03 | % | 3.40 | % | 6.65 | % | 9.43 | % | 10.17 | % | |||||||||||||||
Return on average tangible equity (Non-GAAP) | 14.53 | % | 14.68 | % | 17.02 | % | 4.90 | % | 8.78 | % | 13.03 | % | 12.32 | % | |||||||||||||||
Tangible equity to tangible assets | 11.83 | % | 11.72 | % | 11.45 | % | 9.65 | % | 9.73 | % | 11.83 | % | 9.73 | % | |||||||||||||||
Weighted average common shares outstanding: | |||||||||||||||||||||||||||||
Basic | 22,416,190 | 22,678,681 | 21,243,094 | 20,908,225 | 19,207,307 | 21,756,595 | 16,317,501 | ||||||||||||||||||||||
Diluted | 22,587,466 | 22,898,983 | 21,454,039 | 21,119,316 | 19,443,353 | 21,972,857 | 16,550,357 | ||||||||||||||||||||||
Earnings per common share: | |||||||||||||||||||||||||||||
Basic | $ | 0.69 | 0.67 | 0.70 | 0.19 | 0.33 | 2.28 | 1.75 | |||||||||||||||||||||
Diluted | $ | 0.68 | 0.66 | 0.70 | 0.19 | 0.33 | 2.26 | 1.73 | |||||||||||||||||||||
Operating Earnings and Performance Ratios: | |||||||||||||||||||||||||||||
Income before income taxes | $ | 19,425 | 19,431 | 19,002 | 4,581 | 10,630 | 62,439 | 41,526 | |||||||||||||||||||||
(Gain)/loss on sale of securities | (346 | ) | 849 | 746 | 697 | 242 | 1,946 | (933 | ) | ||||||||||||||||||||
Fair value adjustments on interest rate swaps | 2,222 | (628 | ) | (451 | ) | (803 | ) | (419 | ) | 340 | (382 | ) | |||||||||||||||||
Merger related expenses | — | — | 506 | 14,710 | 6,391 | 15,216 | 8,301 | ||||||||||||||||||||||
Operating earnings before income taxes | 21,301 | 19,652 | 19,803 | 19,185 | 16,844 | 79,941 | 48,512 | ||||||||||||||||||||||
Tax expense (1) | 4,379 | 4,279 | 4,205 | 4,242 | 5,721 | 17,105 | 14,706 | ||||||||||||||||||||||
Operating earnings (Non-GAAP) | $ | 16,922 | 15,373 | 15,598 | 14,943 | 11,123 | 62,836 | 33,806 | |||||||||||||||||||||
Average equity | $ | 569,528 | 559,401 | 497,694 | 477,830 | 380,529 | 526,701 | 280,877 | |||||||||||||||||||||
Less average intangible assets | (144,423 | ) | (145,196 | ) | (145,991 | ) | (146,783 | ) | (92,373 | ) | (145,591 | ) | (49,096 | ) | |||||||||||||||
Average tangible common equity (Non-GAAP) | $ | 425,105 | 414,205 | 351,703 | 331,047 | 288,156 | 381,110 | 231,781 | |||||||||||||||||||||
Average assets | $ | 3,700,795 | 3,663,915 | 3,627,401 | 3,522,407 | 3,048,214 | 3,629,490 | 2,306,667 | |||||||||||||||||||||
Less average intangible assets | (144,423 | ) | (145,196 | ) | (145,991 | ) | (146,783 | ) | (92,373 | ) | (145,591 | ) | (49,096 | ) | |||||||||||||||
Average tangible assets (Non-GAAP) | $ | 3,556,372 | 3,518,719 | 3,481,410 | 3,375,624 | 2,955,841 | 3,483,899 | 2,257,571 | |||||||||||||||||||||
Operating return on average assets (Non-GAAP) | 1.83 | % | 1.68 | % | 1.72 | % | 1.70 | % | 1.46 | % | 1.73 | % | 1.47 | % | |||||||||||||||
Operating return on average equity (Non-GAAP) | 11.88 | % | 10.99 | % | 12.54 | % | 12.51 | % | 11.69 | % | 11.93 | % | 12.04 | % | |||||||||||||||
Operating return on average tangible assets (Non-GAAP) | 1.90 | % | 1.75 | % | 1.79 | % | 1.77 | % | 1.51 | % | 1.80 | % | 1.50 | % | |||||||||||||||
Operating return on average tangible equity (Non-GAAP) | 15.92 | % | 14.85 | % | 17.74 | % | 18.06 | % | 15.44 | % | 16.49 | % | 14.59 | % | |||||||||||||||
Weighted average common shares outstanding: | |||||||||||||||||||||||||||||
Basic | 22,416,190 | 22,678,681 | 21,243,094 | 20,908,225 | 19,207,307 | 21,756,595 | 16,317,501 | ||||||||||||||||||||||
Diluted | 22,587,466 | 22,898,983 | 21,454,039 | 21,119,316 | 19,443,353 | 21,972,857 | 16,550,357 | ||||||||||||||||||||||
Operating earnings per common share: | |||||||||||||||||||||||||||||
Basic (Non-GAAP) | $ | 0.75 | 0.68 | 0.73 | 0.71 | 0.58 | 2.89 | 2.07 | |||||||||||||||||||||
Diluted (Non-GAAP) | $ | 0.75 | 0.67 | 0.73 | 0.71 | 0.57 | 2.86 | 2.04 |
(1) Tax expense is determined using the effective tax rate adjusted to eliminate the impact of the non-operating items.
Carolina Financial Corporation
Reconciliation of Non-GAAP Financial Measures - Community Banking Segment
(Unaudited)
(In thousands, except share data)
For the Three Months Ended | For the Twelve Months Ended | |||||||||||||||||||||||||||
December 31,
2018 |
September 30,
2018 |
June 30,
2018 |
March 31,
2018 |
December 31,
2017 |
December 31,
2018 |
December 31,
2017 |
||||||||||||||||||||||
Segment net income: | ||||||||||||||||||||||||||||
Community banking | $ | 15,449 | 15,263 | 14,928 | 3,984 | 6,052 | 49,624 | 26,839 | ||||||||||||||||||||
Wholesale mortgage banking | 599 | 555 | 598 | 562 | 117 | 2,315 | 2,450 | |||||||||||||||||||||
Other | (594 | ) | (606 | ) | (568 | ) | (497 | ) | 124 | (2,266 | ) | (786 | ) | |||||||||||||||
Eliminations | (10 | ) | (8 | ) | 8 | 7 | 35 | (3 | ) | 62 | ||||||||||||||||||
Total net income | $ | 15,444 | 15,204 | 14,966 | 4,056 | 6,328 | 49,670 | 28,565 | ||||||||||||||||||||
Community banking segment operating earnings: | ||||||||||||||||||||||||||||
Income before income taxes | $ | 19,424 | 19,517 | 18,924 | 4,545 | 10,448 | 62,409 | 39,768 | ||||||||||||||||||||
Tax expense (1) | 3,975 | 4,254 | 3,996 | 561 | 4,396 | 12,785 | 12,929 | |||||||||||||||||||||
Bank segment net income | $ | 15,449 | 15,263 | 14,928 | 3,984 | 6,052 | 49,624 | 26,839 | ||||||||||||||||||||
Weighted average common shares outstanding: | ||||||||||||||||||||||||||||
Basic | 22,416,190 | 22,678,681 | 21,243,094 | 20,908,225 | 19,207,307 | 21,756,595 | 16,317,501 | |||||||||||||||||||||
Diluted | 22,587,466 | 22,898,983 | 21,454,039 | 21,119,316 | 19,443,353 | 21,972,857 | 16,550,357 | |||||||||||||||||||||
Bank segment earnings per common share: | ||||||||||||||||||||||||||||
Basic | $ | 0.69 | 0.67 | 0.70 | 0.19 | 0.31 | 2.28 | 1.64 | ||||||||||||||||||||
Diluted | $ | 0.68 | 0.67 | 0.70 | 0.19 | 0.31 | 2.26 | 1.62 | ||||||||||||||||||||
Bank segment income before taxes | $ | 19,424 | 19,517 | 18,924 | 4,545 | 10,448 | 62,409 | 39,768 | ||||||||||||||||||||
(Gain) loss on sale of securities | (346 | ) | 849 | 746 | 692 | 242 | 1,941 | (932 | ) | |||||||||||||||||||
Fair value adjustments on interest rate swaps | 2,222 | (628 | ) | (451 | ) | (755 | ) | (419 | ) | 388 | (382 | ) | ||||||||||||||||
Merger related expenses | — | — | 506 | 14,710 | 6,391 | 15,216 | 8,292 | |||||||||||||||||||||
Operating earnings before income taxes | 21,300 | 19,738 | 19,725 | 19,192 | 16,662 | 79,954 | 46,746 | |||||||||||||||||||||
Tax expense (1) | 4,371 | 4,306 | 4,152 | 4,288 | 5,778 | 17,117 | 14,540 | |||||||||||||||||||||
Operating bank segment earnings (Non-GAAP) | $ | 16,929 | 15,432 | 15,573 | 14,904 | 10,884 | 62,837 | 32,206 | ||||||||||||||||||||
Operating bank segment earnings per common share: | ||||||||||||||||||||||||||||
Basic (Non-GAAP) | $ | 0.76 | 0.68 | 0.73 | 0.71 | 0.57 | 2.89 | 1.97 | ||||||||||||||||||||
Diluted (Non-GAAP) | $ | 0.75 | 0.67 | 0.73 | 0.71 | 0.56 | 2.86 | 1.95 |
(1) Tax expense is determined using the effective tax rate adjusted to eliminate the impact of the non-operating items.
Fourth Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO January 24, 2019
2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective . Such forward - looking statements include but are not limited to statements with respect to plans, objectives, expectations, and intentions and other statements that are not historical facts, and other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” and “projects,” as well as similar expressions . Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward - looking statements . Although we believe that the assumptions underlying the forward - looking statements are reasonable, any of the assumptions could prove to be inaccurate . Therefore, we can give no assurance that the results contemplated in the forward - looking statements will be realized . The inclusion of this forward - looking information should not be construed as a representation by Carolina Financial Corporation (“Carolina Financial” or the “Company”) or any person that such future events, plans, or expectations will occur or be achieved . In addition to factors previously disclosed in the reports filed by Carolina Financial with the Securities and Exchange Commission (the “SEC”), additional risks and uncertainties may include, but are not limited to : ( 1 ) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third - party relationships and revenues ; ( 2 ) the strength of the United States economy in general and the strength of the local economies in which we conduct operations may be different than expected resulting in, among other things, a deterioration in the credit quality or a reduced demand for credit, including the resultant effect on the Company’s loan portfolio and allowance for loan losses ; ( 3 ) the rate of delinquencies and amounts of charge - offs, the level of allowance for loan loss, the rates of loan growth, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk - related losses and expenses ; ( 4 ) the risk that the preliminary financial information reported herein and our current preliminary analysis will be different when our review is finalized ; ( 5 ) changes in the U . S . legal and regulatory framework including, but not limited to, the Dodd - Frank Act and regulations adopted thereunder ; ( 6 ) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could have a negative impact on the Company ; ( 7 ) the business related to acquisitions may not be integrated successfully or such integration may take longer to accomplish than expected ; ( 8 ) the expected cost savings and any revenue synergies from acquisitions may not be fully realized within expected timeframes ; ( 9 ) disruption from acquisitions may make it more difficult to maintain relationships with clients, associates, or suppliers ; and ( 10 ) the impact of recent and future hurricanes and other natural disasters on our loan portfolio and the economic prospects of our coastal markets . Additional factors that could cause our results to differ materially from those described in the forward - looking statements can be found in the reports (such as our Annual Report on Form 10 - K, Quarterly Reports on Form 10 - Q and Current Reports on Form 8 - K) filed with the SEC and available at the SEC’s Internet site (http : //www . sec . gov) . All subsequent written and oral forward - looking statements concerning the Company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above . We do not undertake any obligation to update any forward - looking statement to reflect circumstances or events that occur after the date the forward - looking statements are made . This presentation and the accompanying news release contain financial information determined by methods other than in accordance with generally accepted accounting principles (“GAAP”) . Such statements should be read along with the tables in the accompanying news release, which provide a reconciliation of non - GAAP measures to GAAP measures . This presentation and the accompanying news release discuss financial measures, such as core deposits, tangible book value, operating earnings and net income related to segments of the Company, which are non - GAAP measures . We believe that such non - GAAP measures are useful because they enhance the ability of investors and management to evaluate and compare the Company’s operating results from period to period in a meaningful manner . Non - GAAP measures should not be considered as an alternative to any measure of performance as promulgated under GAAP . Investors should consider the Company’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 measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP .
3 Fourth Quarter Highlights • 2018 Q 4 net income increased 144 . 0 % to $ 15 . 4 million, or $ 0 . 68 per diluted share compared to $ 6 . 3 million, or $ 0 . 33 per diluted share for 2017 Q 4 . ( 1 ) • 2018 Q 4 operating earnings (Non - GAAP) increased 52 . 1 % to $ 16 . 9 million, or $ 0 . 75 per diluted share, from $ 11 . 1 million, or $ 0 . 57 per diluted share, for 2017 Q 4 . ( 2 ) • Loans receivable, gross grew $ 66 . 9 million from September 30 , 2018 , or at an annualized rate of 10 . 9 % and grew $ 204 . 8 million, or at a rate of 8 . 8 % since December 31 , 2017 . • Provision for loan losses in 2018 Q 4 of $ 750 , 000 primarily driven by organic loan growth . • Total deposits decreased $ 41 . 4 million from September 30 , 2018 and increased $ 113 . 3 million since December 31 , 2017 . • Tangible common book value per share (Non - GAAP) of $ 19 . 36 at December 31 , 2018 compared to $ 15 . 71 at December 31 , 2017 . • On December 3 , 2018 , the Company announced that the Board of Directors approved a plan to repurchase up to $ 25 , 000 , 000 in shares of the Company’s common stock through open market and privately negotiated transactions over the next three years . During the fourth quarter, the Company repurchased approximately 176 , 000 shares at an average price of $ 30 . 64 . Subsequent to December 31 , 2018 through January 22 , 2019 , the Company repurchased an additional 87 , 000 shares at an average price of $ 31 . 42 . • On January 21 , 2019 , the Company announced its planned expansion to the Charlotte, North Carolina market . (1) All information at and for the period ended December 31, 2018 is preliminary and based on Company data available at the time of the presentation. (2) Operating earnings exclude loss on extinguishment of debt, net gain or loss on sale of securities, fair value adjustments on int erest rate swaps, and merger related expenses, all net of income taxes at the applicable period effective rate.
4 Community Banking Segment
5 Community Banking Segment Results Bank Segment Earnings (1) • 2018Q4 community banking segment net income of $15.4 million, or $0.68 per diluted share, versus $6.1 million for 2017Q4, or $0.31 per diluted share. • 2018Q4 operating earnings (Non - GAAP) of $16.9 million, or $0.75 per diluted share, versus $10.9 million for 2017Q4, or $0.56 per diluted share. (2) • Segment Return on Average Assets was 1.67% for 2018Q4 compared to 0.79% for 2017Q4. • Segment Operating Return on Average Assets (Non - GAAP) increased to 1.83% for 2018Q4 from 1.43% for 2017Q4. (2) 2011Y 2012Y ($18.7) (1) Community banking segment earnings as reported in public filings (includes intersegment revenues and expenses and excludes ho ldi ng company expenses). The December 31, 2018 information is preliminary and based on Company data available at the time of the presentation. (2) Operating earnings exclude loss on extinguishment of debt, net gain or loss on sale of securities, fair value adjustments on int erest rate swaps, and merger related expenses, all net of effective income tax rate for the applicable business segment, adjusted for the Tax Act impact on deferred tax ass ets and liabilities. Operating bank segment EPS equals operating bank segment earnings divided by weighted average diluted shares. $6.1 $4.0 $14.9 $15.3 $15.4 $10.9 $14.9 $15.6 $15.4 $16.9 1.43% 1.69% 1.72% 1.68% 1.83% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 $8.0 $9.0 $10.0 $11.0 $12.0 $13.0 $14.0 $15.0 $16.0 $17.0 $18.0 $19.0 $20.0 2017Q4 2018Q1 2018Q2 2018Q3 2018 Q4 Total Community Banking Net Income ($MM) Total Community Banking Operating Earnings ($MM) (Non-GAAP) Community Banking Operating Earnings / Avg. Consolidated Assets (%) (Non-GAAP)
6 5.32% 5.49% 5.43% 5.51% 5.71% 4.19% 4.20% 4.11% 4.15% 4.23% 0.68% 0.73% 0.85% 0.92% 1.04% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4 Net Interest Margin (1) The December 31, 2018 information is preliminary and based on Company data available at the time of the presentation. (2) Net interest margin – tax - equivalent. Yield on loans for GAAP increased 20bps and NIM increased 8bps, from 2018Q3. Significant items included in yield on loans/NIM: • 2018Q4 interest income of $0.9 million related to a payoff of a purchased credit impaired loan increasing loan yield 15bps and NIM 11bps. • Acquired loan accretion income of $1.9 million in 2018Q4 increasing loan yield 31bps and NIM 23bps compared to $2.2 million for 2018Q3 increasing loan yield 37bps and NIM 27bps. • Early loan payoff fees included in interest income of $414 thousand in 2018Q4 increasing loan yield 6bps and NIM 5bps compared to $620 thousand for 2018Q3 impacting loan yield 10bps and NIM 8bps. TEY on securities increased to 3.74% in 2018Q4 compared to 3.59% in 2018Q3. Increase in the cost of funds of 12bps between 2018Q3 to 2018Q4. Continued rate hikes of 25bps each: 12 - 14 - 2017, 3 - 21 - 2018, 6 - 13 - 2018, 9 - 26 - 2018 and 12 - 19 - 2018. Yield on Loans (1) Net Interest Margin (2) Cost of Funds (1)
7 Bank Segment Operating Efficiencies • Operating Bank Segment noninterest expenses as a percentage of average consolidated assets of 1.96% in 2018Q4 compared to 2.06% in 2017Q4. 2018Q4 incentive compensation was reduced by approximately $300,000 compared to 2018Q3 as a result of not achieving certain incentive targets, reducing Operating Bank Segment noninterest expense ratio 3bps. • Operating Bank Segment efficiency ratio of 45.1% in 2018Q4 compared to 47.4% in 2017Q4. The 2018Q4 efficiency ratio reflects incentive compensation reduced by $300,000 as a result of not achieving certain incentive targets and interest income of $0.9 million related to payoff of a purchase credit impaired loan. The impact of these two items in 2018Q4 improved the efficiency ratio by 1.9%. Operating Bank Segment Noninterest Expenses/Avg. Assets (%) (1)(2)(3) (1) Bank segment operating figures include intersegment revenues and expense and exclude holding company expenses. (2) The December 31, 2018 information is preliminary and based on Company data available at the time of the presentation. (3) Operating bank segment ratios exclude loss on extinguishment of debt, net gain or loss on sale of securities, fair value adjustments on interest rate swaps, and merger related expenses. Operating Bank Segment Efficiency Ratio (1)(2)(3) 2.06% 2.07% 2.08% 2.08% 1.96% 1.50% 1.75% 2.00% 2.25% 2.50% 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4 47.4% 48.7% 48.2% 48.2% 45.1% 40.0% 42.5% 45.0% 47.5% 50.0% 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4
8 Strong Balance Sheet Growth • Loans receivable, gross grew at a rate of 8.8% since 12 - 2017. • Total deposits increased $113.3 million since 12 - 2017. Total Deposits ($MM) (1)(2) Total Loans ($MM) (1)(2) Total Assets($MM) (1)(2) (1) Includes assets acquired and liabilities assumed in acquisitions, net of fair value adjustments. (2) The December 31, 2018 information is preliminary and based on Company data available at the time of the presentation. $2,308 $2,367 $2,414 $2,444 $2,510 $35 $25 $39 $25 $17 $2,343 $2,392 $2,454 $2,469 $2,527 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4 Loans Held for Investment Loans Held for Sale $526 $548 $578 $567 $547 $2,079 $2,129 $2,131 $2,192 $2,171 $2,605 $2,677 $2,709 $2,760 $2,718 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4 Total Non-Interest Bearing Deposits Total Interest Bearing Deposits
9 Diversified Loan Mix and Solid Asset Quality NPAs/ Assets (%) (1)(2) • We have a diversified loan mix, with a focus on lower risk assets. • Our asset quality remains favorable, with NPA’s / assets of 0.35% at December 31, 2018. • Provision for loan loss of $750,000 in 2018Q4 primarily driven by organic loan growth. (1) Excludes performing troubled debt restructurings (TDRs) and purchased credit impaired loans. (2) December 31, 2018 information is preliminary and based on Company data available at the time of the presentation. NCOs / Average Loans (%) (2) Loan Composition (12/31/2018) (2) 2018Q4 Yield on Loans: 5.71% 1 - 4 Family 29.5% Home Equity and Consumer 4.2% CRE 40.7% C&D 11.4% C&I 14.2% 0.20% 0.30% 0.28% 0.32% 0.35% 0.10% 0.15% 0.20% 0.25% 0.30% 0.35% 0.40% 12/31/17 3/31/18 6/30/18 9/30/18 12/31/18
10 Noninterest - Bearing Demand 20% Interest - Bearing Demand 21% Money Market & Savings 23% Time Deposits 36% Improving Deposit Mix Deposit Composition (12/31/2018) (1) • We grew Total Deposits $113.3 million since December 31, 2017. 2018Q4 Cost of Deposits: 0.83% (1) The December 31, 2018 information is preliminary and based on Company data available at the time of the presentation. (1)
11 Wholesale Mortgage Segment
12 Wholesale Mortgage Segment Wholesale Mortgage Platform (2) • Wholesale Mortgage segment LHFS originations decreased in 2018Q4 compared to 2017Q4; however, the margin still increased 41 bps in 2018Q4 from 2017Q4. • Wholesale Mortgage segment net income of $599,000 or $0.03 per diluted share, for 2018Q4 compared to $117,000 or $0.01 per diluted share, for 2017Q4. (1) The increase was primarily due to higher mortgage loan servicing income on higher average servicing balances as well as reduced income taxes related to application of Tax Cuts and Jobs Act implementation on deferred tax assets and liabilities in 2017. Mortgage Banking Earnings Contribution (1)(2) (1) Wholesale Mortgage segment earnings include intersegment revenues and expenses and exclude holding company expenses. Wholesale mortgage EPS equals segment earnings divided by weighted average diluted shares. (2) The December 31, 2018 information is preliminary and based on Company data available at the time of the presentation. $0.1 $0.6 $0.6 $0.6 $0.6 $ - $0.4 $0.8 $1.2 $1.6 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4
13 Focus on Stockholder Results • ROAA and ROATCE of 1.67% and 14.53%, respectively, for 2018Q4. • Operating ROAA and ROATCE (Non - GAAP) of 1.83% and 15.92%, respectively, for 2018Q4. • Diluted Earnings Per Share of $0.68 2018Q4 compared to $0.33 for 2017Q4. • Diluted Operating Earnings Per Share (Non - GAAP) of $0.75 for 2018Q4 compared to $0.57 for 2017Q4. • Tangible Common Book Value per share of $19.36 for 2018Q4 compared to $15.71 for 2017Q4. Consolidated Operating ROAA & Operating ROATCE (1)(2) Tangible Book Value per Share & Operating Earnings per Share (1)(2) (1) The December 31, 2018 information is preliminary and based on Company data available at the time of the presentation. (2) Operating earnings exclude extinguishment of debt, net gain or loss on sale of securities, fair value adjustments on interest rate swaps, and merger related expenses, all net of income taxes at the applicable period rate. $15.71 $15.71 $18.11 $18.69 $19.36 $0.57 $0.71 $0.73 $0.67 $0.75 $ - $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4 Tangible Book Value per Share ($) Operating Earnings per Share ($)