National Commerce Corporation Announces 2018 Fourth Quarter and Fiscal Year End Earnings

BIRMINGHAM, Ala., Jan. 22, 2019 (GLOBE NEWSWIRE) -- National Commerce Corporation (Nasdaq: NCOM) (the “Company” or “NCC”), the parent company of National Bank of Commerce, today reported fourth quarter 2018 net income to common shareholders of $10.7 million, compared to $1.0 million for the fourth quarter of 2017. Diluted net earnings per share were $0.51 in the fourth quarter of 2018, compared to $0.59 in the third quarter of 2018 and $0.07 in the fourth quarter of 2017.  The 2017 results include a write-down of the Company’s deferred tax asset (“DTA”) due to the enactment of the Tax Cuts and Jobs Act of 2017, which increased income tax expense for the 2017 fourth quarter and full year by $6.2 million.  The DTA write-down reduced fourth quarter 2017 diluted net earnings per share by approximately $0.41.

For the year ended December 31, 2018, NCC earned $42.4 million, or $2.21 in diluted net earnings per share, compared to $20.1 million, or $1.41 per diluted share, for the year ended December 31, 2017.   The DTA write-down reduced 2017 diluted net earnings per share by approximately $0.44.

NCC’s 2018 fourth quarter and full year results include $2.4 million and $5.4 million, respectively, in after-tax merger- and conversion-related expenses, reducing diluted net earnings per share by approximately $0.11 and $0.28 for the 2018 fourth quarter and full year, respectively.  Additionally, the Company recorded additional incentive compensation expense in the fourth quarter totaling $3.8 million, or $0.13 per diluted share after tax, which included payments made to certain executive officers in December 2018 in lieu of equity incentive awards that would otherwise be granted in January 2019 in accordance with the Company’s annual equity grant schedule, which awards will not be granted due to the pending merger with CenterState Bank Corporation (“CenterState”).

“We are pleased to close out 2018 with a quarter of solid growth and profitability,” said Richard Murray, IV, Chairman and Chief Executive Officer.  “We are encouraged by the low double-digit growth rate and the consistency in the net interest margin.  We are also pleased to experience another quarter and year of low credit losses.  We are excited about our pending merger with CenterState and the ability to serve our customers with a broader product set and a larger balance sheet that will result from the merger.  Our team is excited about the opportunity, and we remain focused on doing our part to ensure a successful merger and integration.”

Several important measures from the 2018 fourth quarter and full year are as follows:

• Net Interest Margin (taxable equivalent) of 4.74% for the fourth quarter of 2018 and 4.75% for the year ended December 31, 2018.  The fourth quarter 2018 margin increased 0.05%, compared to 4.69% reported for the third quarter of 2018, and increased 0.11%, compared to 4.63% reported for the fourth quarter of 2017.  For the year ended December 31, 2018, the margin increased by 0.31% compared to the year ended December 31, 2017.  Excluding the impact of accretion income, the 2018 fourth quarter margin was flat compared with the 2018 third quarter.  Loan yields and interest-earning asset yields during the fourth quarter of 2018 improved by 0.14% and 0.15%, respectively, from the third quarter of 2018.  These earning asset yield improvements were offset by an increase in interest-bearing deposit costs of 0.14% during the fourth quarter of 2018 compared to the third quarter of 2018.  Total deposit costs during the fourth quarter of 2018 (including noninterest-bearing deposit balances) increased 0.10% compared to the third quarter of 2018.  Fourth quarter 2018 total interest-bearing liability costs increased 0.15% compared to the third quarter of 2018. 
   
• Return on Average Assets (“ROAA”) of 1.02% for the fourth quarter of 2018, compared to 0.15% for the fourth quarter of 2017.  For the year, ROAA was 1.19%, compared to 0.81% in 2017.  The 2017 ROAA figures were negatively impacted by the DTA write-down.
   
• Return on Average Equity (“ROAE”) of 6.14% for the fourth quarter of 2018, compared to 0.99% for the fourth quarter of 2017.  For the year, ROAE was 7.23%, compared to 5.65% in 2017.  The 2017 ROAE figures were negatively impacted by the DTA write-down.
   
• Return on Average Tangible Common Equity (“ROATCE”) of 10.06% for the fourth quarter of 2018 and 11.47% for the year ended December 31, 2018, compared to 1.41% for the fourth quarter of 2017 and 8.10% for the year ended December 31, 2017.  The 2017 ROATCE figures were negatively impacted by the DTA write-down.
   
• Fourth quarter and full year 2018 loan growth (excluding mortgage loans held-for-sale) of $87.6 million and $1.18 billion, respectively.  The 2018 fourth quarter loan growth represents a 10.8% annualized growth rate.  Non-acquired loans grew $178.9 million during the fourth quarter of 2018 and $498.3 million for the year ended December 31, 2018.  The full year loan growth figures for 2018 include loans acquired in the Company’s acquisitions of FirstAtlantic Financial Holdings, Inc., Premier Community Bank of Florida and Landmark Bancshares, Inc.  
   
• Increase in deposits of $100.6 million during the 2018 fourth quarter, representing a 12.0% annualized growth rate, and $1.15 billion for the year ended December 31, 2018.  The full year deposit growth figures for 2018 include deposits acquired in the Company’s acquisitions of FirstAtlantic Financial Holdings, Inc., Premier Community Bank of Florida and Landmark Bancshares, Inc.
   
• During the fourth quarter of 2018, mortgage production totaled $109.7 million, compared to $121.0 million during the fourth quarter of 2017.  For the year ended December 31, 2018, mortgage production volume totaled $490.8 million, compared to $507.6 million during the year ended December 31, 2017.  The 2018 mortgage production was negatively impacted by rising rates.  For the 2018 fourth quarter, approximately $70 million of production was sold in the secondary market.  The mortgage division reported break-even profitability for the fourth quarter of 2018 and pre-tax profit of $360 thousand for the year ended December 31, 2018.
   
• The factoring division reported a record quarter and year for revenues and profits. During the fourth quarter of 2018, purchased volume in the factoring division totaled $304.6 million, compared to $267.2 million during the fourth quarter of 2017.   For the year ended December 31, 2018, purchase volume totaled $1.21 billion, compared to the $1.03 billion for the year ended December 31, 2017. Factoring net charge-offs were $344 thousand for the year ended December 31, 2018 (less than 0.03% of purchase volume), and the division reported net recoveries of $321 thousand for the fourth quarter of 2018. 
   
• The Company had a record quarter and full year in the merchant sponsorship business, with 2018 fourth quarter revenue of $835 thousand, bringing 2018 full year merchant sponsorship revenue to $3.0 million. 
   
• The Company’s tax rate in the 2018 fourth quarter benefited from the exercise of options by employees, net of some non-deductible compensation, resulting in a net reduction in income tax expense of approximately $700 thousand.
   
• Increase in non-acquired non-performing assets to $5.7 million, from $1.1 million at September 30, 2018.  The increase was almost entirely associated with one commercial borrower that filed Chapter 11 bankruptcy during the fourth quarter of 2018.  The loan is secured by real estate with an appraised value in excess of the loan balance.  Total nonperforming assets, including acquired nonperforming assets, were 0.37% of loans plus other real estate at December 31, 2018.
   
• Annualized net charge-offs of 0.02% of average loans outstanding for the fourth quarter of 2018 and 0.05% for the year ended December 31, 2018.
   
• Provision for loan losses of $1.5 million during the fourth quarter of 2018, the same amount recorded during the fourth quarter of 2017.  Provision for loan losses for the year ended December 31, 2018 totaled $4.7 million, compared to $3.9 million for the year ended December 31, 2017.
   
• At December 31, 2018, the Company’s tier 1 leverage ratio was 10.85%, essentially flat compared to 10.89% at December 31, 2017.  At December 31, 2018, the Company’s common equity Tier 1 ratio was 13.10%, an increase of 0.56% from December 31, 2017.  At December 31, 2018, total risk-based capital was 14.81%, up 0.44% from December 31, 2017.  At December 31, 2018, the Company’s tangible book value per share was $20.63, an increase of $1.58 from $19.05 at December 31, 2017.  At December 31, 2018, the Company’s book value per share was $33.57.

A copy of this news release may be accessed by visiting www.nationalbankofcommerce.com, and then clicking on the “Investor Relations” link under the “Learn More” tab located on that webpage.  The Company will not host a live audio webcast conference this quarter.

Use of Non-GAAP Financial Measures

Some of the financial measures presented in this press release and included in the accompanying unaudited financial statements are not measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).  These non-GAAP financial measures include adjusted net earnings per diluted share, return on average assets (excluding merger/conversion-related expenses), return on average tangible common equity (excluding merger/conversion-related expenses), tangible common equity, average tangible common equity, return on average tangible common equity, tangible book value per share, efficiency ratio and operating efficiency ratio.  The Company’s management uses the non-GAAP financial measures set forth below in its analysis of the Company’s performance.

• “Adjusted net earnings per diluted share” is defined as net income to common shareholders adjusted for the after-tax effect of merger/conversion-related expenses during the period divided by diluted shares outstanding.
   
• “Return on average assets (excluding merger/conversion-related expenses)” is defined as net income to common shareholders adjusted for the after-tax effect of merger/conversion-related expenses during the period divided by average assets for the period.
   
• “Return on average tangible common equity (excluding merger/conversion-related expenses)” is defined as net income to common shareholders adjusted for the after-tax effect of merger/conversion-related expenses during the period divided by average tangible common equity for the period.

The Company’s management believes that these measures provide useful information to management and investors because they eliminate the impact of merger/conversion-related expenses from each period to provide a meaningful comparison to other periods and other companies that might not have this category of expenses.  The Company’s management believes that it is appropriate to exclude merger/conversion-related expenses in its presentation because the costs vary based on factors specific to each acquisition and are not indicative of the costs of operating the Company’s core business.

• “Tangible common equity” is defined as total shareholders’ equity less goodwill, other intangible assets and minority interest not included in intangible assets. 
  
  
• “Average tangible common equity” is defined as the average of tangible common equity for the applicable period.
  
  
• “Return on average tangible common equity,” or ROATCE, is defined as net income available to common shareholders divided by average tangible common equity.
  
  
• “Tangible book value per share” is defined as tangible common equity divided by total common shares outstanding.  This measure is important to investors interested in changes from period to period in book value per share, exclusive of changes in intangible assets.

The Company’s management believes that these measures, each of which utilizes the concept of tangible common equity rather than total common equity, provide useful information to management and investors because they eliminate the impact of goodwill and other intangible assets created in an acquisition. These measures are commonly used by investors when assessing financial institutions.

•  “Efficiency ratio” is defined as noninterest expense divided by operating revenue (which is equal to net interest income plus noninterest income), excluding one-time gains and losses on sales of securities. This measure is important to investors looking for a measure of efficiency in productivity based on the amount of revenue generated for each dollar spent.
  
  
• “Operating efficiency ratio” is defined as noninterest expense divided by operating revenue, excluding one-time gains and losses on sales of securities and one-time gains and expenses related to merger and acquisition activities. This measure is important to investors looking for a measure of efficiency in productivity based on the amount of revenue generated for each dollar spent.             

The Company’s management believes that these non-GAAP financial measures provide useful information to management and investors that is supplementary to the Company’s financial condition, results of operations and cash flows computed in accordance with GAAP; however, the Company acknowledges that these non-GAAP financial measures have a number of limitations.  As such, the Company cautions readers that these disclosures should not be viewed as a substitute for results determined in accordance with GAAP, and that these disclosures are not necessarily comparable to non-GAAP financial measures that other companies use.  These non-GAAP financial measures exclude various items detailed in the attached “Non-GAAP Reconciliation.”

About National Commerce Corporation

National Commerce Corporation (Nasdaq: NCOM), a Delaware corporation, is a financial holding company headquartered in Birmingham, Alabama.  Its wholly-owned subsidiary, National Bank of Commerce, provides a broad array of financial services for commercial and consumer customers through seven full-service banking offices in Alabama, twenty-four full-service banking offices in Florida and five full-service banking offices in the Atlanta, Georgia metro area.  National Bank of Commerce conducts business under a number of trade names unique to its local markets, including United Legacy Bank, Reunion Bank of Florida, Private Bank of Buckhead, Private Bank of Decatur, PrivatePlus Mortgage, Patriot Bank, FirstAtlantic Bank, Premier Community Bank of Florida and First Landmark Bank.

Additionally, National Bank of Commerce owns a majority stake in Corporate Billing, LLC, a transaction-based finance company headquartered in Decatur, Alabama that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers throughout the United States and parts of Canada.

National Commerce Corporation files periodic reports with the U.S. Securities and Exchange Commission (the “SEC”).  Copies of its filings may be obtained through the SEC’s website at www.sec.gov or at www.nationalbankofcommerce.com.  More information about National Commerce Corporation and National Bank of Commerce may be obtained at www.nationalbankofcommerce.com.

Forward-Looking Statements

Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements for which NCC claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in NCC’s future filings with the SEC, in press releases and in oral and written statements made by NCC or with NCC’s approval that are not statements of historical fact and that constitute forward-looking statements within the meaning of the Act.  Examples of forward-looking statements include, but are not limited to: (a) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (b) statements of NCC’s plans, objectives and expectations or those of its management or Board of Directors, including those relating to the pending merger with CenterState; (c) statements of future economic performance; and (d) statements of assumptions underlying such statements.  Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,” “will,” “should,” “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.  Forward-looking statements are subject to various risks and uncertainties, including those risks and uncertainties described under the heading “Risk Factors” in NCC’s Annual Report on Form 10-K for the year ended December 31, 2017, and described in any subsequent reports that NCC has filed with the SEC.  With respect to the pending merger with CenterState, these risks include, among others: (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized; (2) disruption from the merger with customers, suppliers, employees or other business partners; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (4) the risk of successful integration of NCC’s businesses into CenterState; (5) the failure to obtain required governmental approvals of the merger; (6) the failure to obtain the necessary stockholder approvals in connection with the merger; (7) the amount of the costs, fees, expenses and charges related to the merger; (8) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the merger; (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger; (10) the risk that the integration of NCC’s operations into the operations of CenterState will be materially delayed or will be more costly or difficult than expected; (11) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and (12) general competitive, economic, political and market conditions.  There are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in forward-looking statements, and these forward-looking statements should not be relied upon as predictions of future events.  NCC undertakes no obligation to update any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. In that respect, NCC cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

Additional Information About the Merger with CenterState and Where to Find It

CenterState has filed a registration statement on Form S-4 with the SEC to register the shares of CenterState’s common stock that will be issued to NCC’s stockholders in connection with the proposed merger. The registration statement includes a joint proxy statement of CenterState and NCC and a prospectus of CenterState. A definitive joint proxy statement-prospectus will be sent to the stockholders of each of CenterState and NCC in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT-PROSPECTUS WHEN IT BECOMES AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT-PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov.  Investors and security holders may also obtain free copies of the documents filed with the SEC by CenterState on its website at www.centerstatebanks.com and by NCC on its website at www.nationalbankofcommerce.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Before making any voting or investment decision, investors and security holders of CenterState and NCC are urged to read carefully the entire registration statement and joint proxy statement-prospectus when it becomes available, including any amendments thereto, because such documents will contain important information about the proposed transaction.  Free copies of these documents may be obtained as described above.

CenterState, NCC and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of each of CenterState and NCC in connection with the proposed merger.  Information regarding the directors and executive officers of CenterState and NCC and other persons who may be deemed participants in the solicitation of the stockholders of CenterState or of NCC in connection with the proposed merger will be included in the joint proxy statement-prospectus for each of CenterState’s and NCC’s special meeting of stockholders, which will be filed by CenterState and NCC with the SEC.  Information about the directors and officers of CenterState and their ownership of CenterState common stock can also be found in CenterState’s definitive proxy statement in connection with its 2018 annual meeting of stockholders, as filed with the SEC on March 12, 2018, and other documents subsequently filed by CenterState with the SEC.  Information about the directors and officers of NCC and their ownership of NCC common stock can also be found in NCC’s definitive proxy statement in connection with its 2018 annual meeting of stockholders, as filed with the SEC on April 20, 2018, and other documents subsequently filed by NCC with the SEC. Additional information regarding the interests of such participants will be included in the joint proxy statement-prospectus and other relevant documents regarding the merger filed with the SEC when they become available.