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Raliant Bancorp, Inc. Annouces Shareholders Approve

Proposals Related to First Advantage Bancorp Acquisition

Expects to Complete Acquisition Effective April 1, 2020

March 03, 2020

Reliant Bancorp, Inc. ("Reliant") (Nasdaq: RBNC), the parent company for Reliant Bank, announced today that Reliant shareholders voted to approve the proposals submitted to its shareholders related to its pending acquisition of First Advantage Bancorp ("First Advantage") at a special meeting today. First Advantage shareholders also voted earlier today to approve the proposals related to the pending transaction at a special meeting of First Advantage shareholders. Reliant expects to complete its acquisition of First Advantage effective April 1, 2020.

"We are very pleased that shareholders of Reliant and First Advantage overwhelmingly voted to approve the proposals related to Reliant’s pending acquisition of First Advantage," stated DeVan Ard, Jr., Reliant’s Chairman, President and CEO. "The addition of First Advantage will position Reliant as the second largest bank in Montgomery County, Tennessee and the third largest bank in the Clarksville, TN-KY Metropolitan Statistical Area (the "Clarksville MSA"), based on the most recent FDIC deposit market share data. First Advantage’s markets are contiguous to those of recently acquired Community Bank & Trust in the northwest corner of Middle Tennessee. In addition, the First Advantage acquisition will add branches and lending teams in our existing markets in Nashville and Franklin."

"We are excited about adding the exceptional team at First Advantage Bank to the Reliant family. Based on December 31, 2019 financial data, our combined companies had approximately $3.0 billion in assets, approximately $2.5 billion in deposits and approximately $2.3 billion in loans. In addition, we will have 27 full-service banking offices in Middle Tennessee and Chattanooga. We are positive about our expanded market share in the fast-growing Clarksville MSA and expect the addition of First Advantage to be accretive to Reliant’s earnings in the second half of 2020," Ard concluded.

Earl Bradley, President of First Advantage, stated, "We are very pleased with the support of First Advantage’s shareholders in approving this transaction. We expect that our customers will benefit from the increased number of banking locations and services available to them after the combination with Reliant. We will have a much stronger network across Middle Tennessee to support our employees, customers and the communities that we serve."

About First Advantage Bancorp and First Advantage Bank

First Advantage Bancorp is the parent company of First Advantage Bank. At December 31, 2019, First Advantage Bank had approximately $737.7 million in assets, approximately $613.6 million in deposits and approximately $646.4 million in loans. First Advantage Bank operates eight banking centers in Clarksville (Montgomery County), Franklin (Williamson County) and Nashville (Davidson County), Tennessee and a loan production office in Knoxville, Tennessee.

About Reliant Bancorp, Inc. and Reliant Bank

Reliant Bancorp, Inc. (Nasdaq: RBNC) is a Brentwood, Tennessee-based financial holding company which, through its wholly owned subsidiary Reliant Bank, operates banking centers in Cheatham, Davidson, Hamilton, Hickman, Maury, Robertson, Rutherford, Sumner, and Williamson counties, Tennessee. Reliant Bank is a full-service commercial bank that offers a variety of deposit, lending, and mortgage products and services to business and consumer customers. For additional information, locations, and hours of operation, please visit www.reliantbank.com.

Forward-Looking Statements

This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe," "anticipate," "expect," "may," "assume," "should," "predict," "could," "would," "intend," "targets," "estimates," "projects," "plans," and "potential," and other similar words and expressions of similar meaning, and the negatives thereof, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements regarding Reliant’s future financial and operating results (including the First Advantage Transaction (as defined below) expanding Reliant’s franchise in Middle Tennessee and the First Advantage Transaction being accretive to Reliant’s earnings in the second half of 2020), the effective date of the First Advantage Transaction, and Reliant’s plans, objectives, and intentions.

All forward-looking statements are subject to assumptions, risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. Such assumptions, risks, uncertainties, and factors include, among others, (1) the risk that expected cost savings and revenue synergies from (i) the merger of Reliant and Tennessee Community Bank Holdings, Inc., the parent of Community Bank & Trust ("TCB Holdings") (the "TCB Holdings Transaction"), or (ii) the pending merger of Reliant and First Advantage (the "First Advantage Transaction", and together with the TCB Holdings Transaction, collectively, the "Transactions") may not be realized or may take longer than anticipated to be realized, (2) the ability to meet expectations regarding the timing and completion of the First Advantage Transaction and the accounting and tax treatment of the Transactions, (3) the effect of the announcement, pendency, or completion of the Transactions on customer, supplier, or employee relationships and operating results (including without limitation difficulties in maintaining relationships with employees and customers), as well as on the market price of Reliant’s common stock, (4) the risk that the businesses and operations of TCB Holdings and its subsidiaries and of First Advantage and its subsidiaries cannot be successfully integrated with the business and operations of Reliant and its subsidiaries or that integration will be more costly or difficult than expected, (5) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreement for the First Advantage Transaction, (6) the amount of costs, fees, expenses, and charges related to the Transactions, including those arising as a result of unexpected factors or events, (7) reputational risk associated with and the reaction of the parties’ customers, suppliers, employees, or other business partners to the Transactions, (8) the failure of any of the conditions to the closing of the First Advantage Transaction to be satisfied, or any unexpected delay in closing the First Advantage Transaction, (9) the dilution caused by Reliant’s issuance of additional shares of its common stock in the Transactions, (10) Reliant’s ability to simultaneously execute on two separate business combination transactions, (11) the risk associated with Reliant management’s attention being diverted away from the day-to-day business and operations of Reliant to the completion of the Transactions, and (12) general competitive, economic, political, and market conditions. Additional factors which could affect the forward-looking statements can be found in Reliant’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the Securities and Exchange Commission (the "SEC") and available on the SEC’s website at http://www.sec.gov. Reliant believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. Reliant disclaims any obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.

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Contacts

DeVan Ard, Jr., Chairman, President and CEO, Reliant Bancorp, Inc. (615.221.2020)

 

January 23, 2020

First Advantage Bancorp (OTCQX: FABK), the holding company of First Advantage Bank, announced net income of $3.94 million for the year ended December 31, 2019, compared to $7.36 million net income in 2018, a decrease of 46.5% driven principally by payments related to the pending merger with Reliant Bancorp and higher operating expenses from the expansion of its Nashville presence with the move to the Capitol View development. Core earnings were $7.24 million in 2019 and $7.08 million in 2018, an increase of 2.2%; core earnings excluded $3.67 million in payments to terminate certain employment contracts as required under the merger agreement with Reliant Bancorp, $598 thousand in merger-related legal expenses, $120 thousand in gains on termination of interest rate swap agreements, and a $99 thousand refund of FDIC assessments in 2019; core earnings for 2018 excluded a tax benefit from exercises of stock options. Loans net of allowance for loan loss grew $66.3 million during the year, or 11.5%, to end at $641.2 million.

Net loss for the fourth quarter of 2019 was $1.24 million as compared to net income of $2.03 million for the same period in 2018. Core earnings for the fourth quarter 2019 were $2.23 million as compared to $2.03 million in the fourth quarter 2018, an increase of 9.5%; core earnings excluded the payments to terminate certain employment contracts as required under the definitive agreement, and merger-related legal expenses. Basic and diluted earnings per share were $1.02 and $0.93, respectively, in 2019, as compared to $1.94 and $1.79, respectively, in 2018. Assets at the end of 2019 had increased to $738 million, an increase of 11.1% from the end of 2018.

“We continued to see strong loan demand in 2019, with $65.2 million in new loan production in the fourth quarter alone, an important period in that the merger was first announced in October. Deposit growth was also strong in 2019, with 20.7% growth in our retail markets and 16.9% overall after we lowered deposits from sources outside our branches.

"Our manufactured housing loan division also continues to perform very well, with $36 million in loan growth in 2019, and their asset quality remained far above industry average,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank.  The Bank remains categorized as “Well-Capitalized” by regulatory standards.

First Advantage Bancorp also announced its quarterly dividend of $0.15 per share to shareholders of record February 4, 2020 payable on February 14, 2020.  For further information, please visit our Investor Relations page at www.fabk.com, or visit www.fdic.gov to review regulatory filings from the bank and holding company.

 

October 23, 2019

First Advantage Bancorp (OTCQX: FABK), the holding company of First Advantage Bank, announced net income of $1.88 million for the third quarter of 2019, or $0.49 per basic share and $0.45 per diluted share, an increase of 6.2% over the $1.77 million earned in the second quarter and a decrease of 0.9% from the $1.90 million earned in the third quarter last year. Core earnings increased 1.9% to $1.81 million in the third quarter of 2019 as compared to $1.77 million in the second quarter of 2019, excluding a refund of FDIC assessments in the third quarter of this year, and increased 3.4% as compared to $1.75 million in the third quarter of 2018. On a year-to-date basis, core earnings declined to $5.01 million versus $5.05 million in 2018, a decrease of 0.7%, excluding one-time earnings from exercises of stock options in the second quarter of last year and the interest rate swap gains in the first quarter and FDIC assessment refund in the third quarter of this year.

“Our officers continue to see many great lending opportunities in our Middle Tennessee markets, and loans, net of allowance for loan losses, have grown 13.0% in the last year. Our markets remain very strong – Clarksville was recently named the Best City to Live In by Money magazine, and Nashville and Franklin have consistently outpaced the national economy in new investment and job growth.

“Bauer Financial has also again awarded First Advantage Bank its highest ‘5 Stars’ (‘Superior’) rating based on capital, profitability, asset quality, and other factors,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank, adding, “The Bank remains categorized as ‘Well-Capitalized’ by regulatory standards.”

First Advantage Bancorp also announced its quarterly dividend of $0.15 per share to shareholders of record as of November 5, 2019 payable on November 15, 2019.

For further information, please visit our Investor Relations page at www.fabk.com, or visit www.fdic.gov to review regulatory filings from the bank and holding company.

 

July 17, 2019

First Advantage Bancorp (OTCQX: FABK), the holding company of First Advantage Bank, announced net income of $1.78 million for the second quarter of 2019, or $0.46 per basic share and $0.42 per diluted share, an increase of 16.1% over the $1.53 million earned in the first quarter and a decrease of 11.7% from the $2.01 million earned in the second quarter last year. Core earnings, excluding gains on termination of an interest rate swap in the first quarter of the year, increased 18.4% in the second quarter. On a year-to-date basis, excluding one-time earnings from exercises of stock options in the second quarter of last year and the interest rate swap gains in the first quarter of this year, core earnings decreased 0.9%.

“In February 2019, we were pleased to relocate our Nashville office to the Capitol View development. While that larger space increased our expenses, we have already begun to reap the benefits in the form of a more accessible branch to better serve customer needs, recruitment of quality lenders, and increased loan production. Our officers saw a 35.0% increase in loan production in the second quarter, and loans net of allowance have grown 14.3% in the last year. We anticipate this new space, along with several other strategic initiatives undertaken this year, will continue to drive solid growth and look forward to sharing more with you next quarter as those initiatives yield results.

“Bauer Financial has also again awarded First Advantage Bank its highest ‘5 Stars’ (‘Superior’) rating based on capital, profitability, asset quality, and other factors,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank, adding, “The Bank remains categorized as ‘Well-Capitalized’ by regulatory standards.”

First Advantage Bancorp also announced its quarterly dividend of $0.15 per share to shareholders of record August 5, 2019 payable on August 15, 2019.

For further information, please visit our Investor Relations page at www.fabk.com, or visit www.fdic.gov to review regulatory filings from the bank and holding company.

 

April 17, 2019

First Advantage Bancorp (OTCQX: FABK), the holding company of First Advantage Bank, announced net income of $1.53 million for the first quarter of 2019, or $0.39 per basic share and $0.36 per diluted share, an increase of 7.2% over the $1.42 million earned in the first quarter last year and a decrease of 24.9% from the $2.03 million earned in the fourth quarter last year.

“Loan production remained strong in our markets, but as one would expect in a vibrant economy, some customers were able to sell their properties for sizable gains in the first quarter. Still, we continued to show solid year-over-year growth in profits each month.

“This February, we were delighted to relocate our West End office to the Capitol View development in downtown Nashville. Capitol View is located along 11th Avenue North, and notable leaders such as Hospital Corporation of America (HCA), Lifeway, and Amazon are in or moving into this area. Looking forward, we expect this to be a platform for continued growth by virtue of the expanded space and greater visibility, and we are confident this is a great investment for the future.

“We are also pleased to report that First Advantage Bancorp was recently recognized by the platform on which our stock trades, OTC QX, as one of the ‘Best 50’ stocks for total return on investment for that trading platform. This designation is based on the combination of our stock price appreciation and dividends, and reflects our ongoing commitment to enhancing shareholder value. Bauer Financial has also awarded First Advantage Bank its highest ‘5 Stars’ (‘Superior’) rating based on capital, profitability, asset quality, and other factors,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank, adding, “The Bank remains categorized as ‘Well-Capitalized’ by regulatory standards.”

First Advantage Bancorp also announced its quarterly dividend of $0.15 per share to shareholders of record May 3, 2019 payable on May 15, 2019.

For further information, please visit our Investor Relations page at www.fabk.com, or visit www.fdic.gov to review regulatory filings from the bank and holding company.

 

January 16, 2019

First Advantage Bancorp (OTCQX: FABK), the holding company of First Advantage Bank, announced net income of $7.36 million for the year ended December 31, 2018, compared to $4.30 million net income in 2017, an increase of 71.4%. Core earnings were $7.08 million in 2018 and $5.27 million in 2017, excluding a tax benefit from exercises of stock options in 2018 and an income tax charge of $970 thousand booked as a valuation adjustment on deferred tax assets due to changes in tax law in 2017, an increase of 34.5%. Loans net of allowance for loan loss grew $91.1 million during the year, or 18.8%, to end at $574.9 million.

Net income for the fourth quarter of 2018 was $2.03 million as compared to $1.02 million for the same period in 2017, an increase of 98.6%. Basic and diluted earnings per share were $1.94 and $1.79, respectively, in 2018, as compared to $1.19 and $1.06, respectively, in 2017. Assets at the end of 2018 had increased to $664 million, an increase of 16.2% from the end of 2017.

“2018 was an exceptional year of progress for First Advantage Bank, as our earnings and growth clearly demonstrate. We saw tremendous loan growth with high quality borrowers, adding $31.1 million net of allowance in the fourth quarter alone, and we believe that momentum gives us a strong start to 2019.

We were also pleased with the growth in our local deposit base, which increased 15.5% over year-end 2017 while total deposits grew 17.7%. We continue to innovate in our deposit products to ensure we can serve new customers and deepen our relationships with existing ones.

We are equally pleased to report that our manufactured housing loan division surpassed $146 million in loans in 2018, an increase of $39 million for the year. The services provided by that division continue to be in high demand, and the underwriting remains exceptionally strong as shown by their asset quality remaining far above industry average.

We are also announcing today a 15% increase in our dividend rate, moving from $0.13 to $0.15 per share beginning with the first quarter of 2019, a reflection of our continued growth,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank.

“The Bank remains categorized as ‘Well-Capitalized’ by regulatory standards.”

 

October 17, 2018

First Advantage Bancorp (OTCQX: FABK), the holding company of First Advantage Bank, announced net income of $1.90 million for the third quarter of 2018, or $0.49 per basic share and $0.45 per diluted share, an increase of 66.8% over the $1.14 million earned in the third quarter last year and a decrease of 5.3% from the $2.01 million earned in the second quarter of this year. The decrease from second quarter results was attributable to higher provision for loan loss due to strong loan growth, lower gains on sale of SBA loans, and fewer tax benefits related to stock option exercises compared to the second quarter. On a year-to-date basis, and excluding one-time tax effects of exercises of stock options this year and sale of a property formerly operated as a branch in the first quarter of last year, core earnings increased 68.2%.

“First Advantage has had several quarters in a row now of solid loan growth. Our assets topped $630 million this quarter, and loans net of allowance grew 5.0% for the quarter and are up 17.4% from the same time last year. Third quarter loan demand continued to build on the prior quarter’s growth, up 7.6% over the second quarter and 43.8% over the third quarter of last year. We were able to maintain our net interest margin despite increasing levels of competition in all our markets.

Nashville and Clarksville continue to enjoy low unemployment and ongoing population and job growth, and business confidence remains high. We are seeing the effects of that growth in both strong loan demand and increasing deposits,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank, adding, “The Bank remains categorized as ‘Well-Capitalized’ by regulatory standards.”

The Board of Directors also announced the next quarterly dividend, of $0.13/share, will be paid on November 15, 2018 to shareholders of record November 5, 2018.

 

July 18, 2018

First Advantage Bancorp (OTCQX: FABK), the holding company of First Advantage Bank, announced net income of $2.01 million for the second quarter of 2018, or $0.54 per basic share and $0.49 per diluted share, an increase of 94.2% over the $1.03 million earned in the second quarter last year and 41.0% over the $1.42 million earned in the first quarter of this year. On a year-to-date basis, and excluding one-time earnings from exercises of stock options in the second quarter of this year and sale of a property formerly operated as a branch in the first quarter of last year, core earnings increased 77.2%.

“We are excited to see the continued improvement in our results over the last several quarters. Our assets reached $600 million for the first time this quarter, and loans topped $500 million as well, each of them setting us up for continued improvement in earnings. While second quarter loan demand is typically strong for us, it was especially strong this year, up 50.9% over the first quarter and 30.3% over the second quarter of last year. Our net interest margin continues to hold up well, despite increasingly competitive markets.

Clarksville and Nashville also see strong growth in our local economies, with Nashville recently ranked as the 8th lowest metropolitan unemployment rate in the nation and Clarksville also below the national average. These strong economies continue to draw population growth to our area, which in turn is feeding an increase in business confidence and investment,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank, adding, “The Bank remains categorized as ‘Well-Capitalized’ by regulatory standards.”

 

April 9, 2018

First Advantage Bancorp (OTCQX: FABK), the holding company of First Advantage Bank, announced net income of $1.42 million for the first quarter of 2018, or $0.39 per basic share and $0.35 per diluted share, an increase of 29.3% over the $1.10 million earned in the first quarter last year and 39.1% over the $1.02 million earned in the fourth quarter last year. First quarter 2017 results included a $400 thousand pre-tax gain on sale of real estate formerly used as a branch location; excluding that nonrecurring event, core earnings increased 46.3% over first quarter last year earnings.

“Our continued strong loan and deposit growth and efforts to improve credit have served our shareholders well. We are delighted to report that our earnings continue to grow quickly and our net interest margin is holding up well, despite some very competitive markets. Both the Clarksville and Nashville economies are adding jobs at a strong pace as well, and loan demand remains strong throughout our markets, which bodes well for the future of the bank. Those factors allowed us to increase our dividend again this year, and we are hopeful about the prospects moving forward,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank, adding, “The Bank remains categorized as ‘Well-Capitalized’ by regulatory standards.”

 

January 25, 2018

First Advantage Bancorp (OTCQB: FABK), the holding company of First Advantage Bank, announced net income of $4.30 million for the year ended December 31, 2017, or $5.27 million before an income tax charge of $970 thousand was booked as a valuation adjustment on deferred tax assets due to changes in tax law. The $4.30 million net income and $5.27 million net income before adjustment represent an increase of 48.4% and 82.4%, respectively, from $2.89 million in 2016. Asset quality improved significantly during 2017, resulting in lower loan loss allowance. Loans grew to $483.8 million, or 16.0% over year-end 2016 loans.

Net income for the fourth quarter of 2017 was $1,023 thousand as compared to $917 thousand for the same period in 2016, an increase of 11.6%; prior to the valuation adjustment for deferred taxes, net income for the fourth quarter of 2017 was $1,993 thousand, an increase of 117.3% from the fourth quarter of 2016. Basic and diluted earnings per share were $1.19 and $1.06, respectively, in 2017, as compared to $0.80 and $0.73, respectively, in 2016. Assets had grown to $572 million by the end of 2017, an increase of 8.1% compared to 2016.

“We are extremely pleased with the results of 2017. The bank noted positive momentum on several fronts through 2017, and the fourth quarter was particularly strong in terms of improved levels of classified and nonaccrual loans. That improvement led to a loan loss allowance decrease of $1.1 million in the fourth quarter of 2017. Loan growth also accelerated as we continued to execute on our strategic plan to restructure the portfolio.

We also saw strong improvement in our local deposit base, with growth of 16.9% over year-end 2016. Total deposits grew only 7.3%, however, as we used our local deposits growth to pay down $32.8 million in institutional and brokered deposits to minimize the impact of rising rate expectations in those markets.

Two other areas of the bank also had substantial growth in 2017. The Nashville Business Journal listed First Advantage Bank as the fourth largest producer of SBA loans in fiscal year 2017 (October 2016 – September 2017) for the Nashville area. We are very pleased to have provided this meaningful, impactful service to our growing business customers. We are equally pleased to report that our manufactured housing loan division surpassed $100 million in loans in the fourth quarter of 2017, an increase of $42 million for the year. Demand for our services has continued to grow, and loan quality metrics confirm that the loans are being carefully underwritten, in compliance, and properly serviced.

We also announced a 30% increase in our dividend rate, moving from $0.10 to $0.13 per share beginning with the first quarter of 2017. There were many positive developments in 2017, but we will continue in 2018 to push for greater shareholder value. It is exciting to see that we are continuing to gain momentum,” said Earl O. Bradley, III, Chief Executive Officer of the Company and the Bank.

“The Bank remains categorized as ‘Well-Capitalized’ by regulatory standards.”

 

January 17, 2018

First Advantage Bancorp (OTCQB: FABK), the holding company of First Advantage Bank, announced an increase in quarterly dividends paid to shareholders to $0.13. The change represents a 30 percent increase from the previous dividend rate of $0.10. The higher dividend represents a 2.21% yield based on the December 31, 2017 closing price of $23.50, and a 5.2% annual return on the original $10/share price.

 The cash dividend will be paid on or about February 15, 2018 to shareholders of record on February 5, 2018.

“Our strategic initiatives that have been the Bank’s focus in recent years are building real value for our shareholders, and we are pleased that those efforts now allow us to increase our dividends to those who placed their trust in our bank. We believe our shareholders will be pleased with the results when announced, and we are working hard to ensure these positive trends continue,” said CEO Earl Bradley.

First Advantage Bancorp became publicly traded in 2007 and has paid quarterly dividends on common shares since 2008.

 


 

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