Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - SMARTFINANCIAL INC. | smbk12311810kex3211.htm |
| EX-31.2 - EX-31.2 - SMARTFINANCIAL INC. | smbk12311810kex31-211.htm |
| EX-31.1 - EX-31.1 - SMARTFINANCIAL INC. | smbk12311810kex31-111.htm |
| EX-21.1 - EX-21.1 - SMARTFINANCIAL INC. | exhibit211-corrected.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 10-K/A
(Amendment No. 1)
_________________________________________________________
| ☒ | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the fiscal year ended December 31, 2019
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For transition period from __________ to __________
Commission File Number: 001-37391
_________________________________________________________
__________________________________________
(Exact name of registrant as specified in its charter)
| Tennessee | 62-1173944 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
5401 Kingston Pike, Suite 600 Knoxville, Tennessee | 37919 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(865) 437-5700 | |||||
| (Registrant’s telephone number, including area code) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of Exchange on which Registered | ||||||||||||
| Common Stock, par value $1.00 per share | SMBK | The Nasdaq Stock Market | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ | Smaller reporting company ☒ | ||||||||
Emerging Growth Company ☐ | |||||||||||
If emerging growth company, indicate by check market 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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of June 30, 2019, the aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates was approximately $273.6 million. As of March 6, 2020, there were 15,337,750 shares outstanding of the registrant’s common stock, $1.00 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 28, 2020, are incorporated by reference in Part III of this Form 10-K.
EXPLANATORY NOTE
SmartFinancial, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”), as filed with the Securities and Exchange Commission on March 12, 2020. The sole purpose of this Amendment is to:
a.refile Exhibit 32 that was originally filed with the Form 10-K to (a) correct a typographical error within the exhibit that resulted in the exhibit inadvertently referring to C. Bryan Johnson, rather than Ronald J. Gorczynski, as the Executive Vice President and Chief Financial Officer of the Company, and (b) correct a reference in the exhibit to the year ended December 31, 2018 that should have instead referred to the year ended December 31, 2019; and
b.refile Exhibit 21.1 to include Rains Agency Inc., which the Company acquired as an indirect subsidiary on March 1, 2020.
This Amendment speaks as of the original filing date, does not reflect events occurring after the filing of the Form 10-K and does not modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.
This Amendment is an exhibit-only filing, and except for the change to Exhibit 21.1 and Exhibit 32 described above, this Amendment does not otherwise update any exhibits as originally filed or previously amended. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including additional certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| The following documents are filed as part of this report: | |||||
| (1) | Financial Statements | ||||
| The following report and consolidated financial statements of SmartFinancial and Subsidiary are included in Item 8: | |||||
| Report of Independent Registered Public Accounting Firms | |||||
| Consolidated Balance Sheets as of December 31, 2019 and 2018 | |||||
| Consolidated Statements of Income for the years ended December 31, 2019 and 2018 | |||||
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2019 and 2018 | |||||
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2019 and 2018 | |||||
| Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018 | |||||
| Notes to Consolidated Financial Statements | |||||
| (2) | Financial Statement Schedules: | ||||
| Schedule II: Valuation and Qualifying Accounts | |||||
| All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. | |||||
| (3) | The following documents are filed, furnished or incorporated by reference as exhibits to this report: | ||||
| Exhibit Index | ||||||||||||||
| Exhibit No. | Description | Location | ||||||||||||
| Agreement and Plan of Merger, dated as of May 22, 2017, by and among SmartFinancial, Inc., SmartBank, Capstone Bancshares, Inc. and Capstone Bank† | Incorporated by reference to Exhibit 2.1 to Form 8-K filed November 7, 2017 | |||||||||||||
Agreement and Plan of Merger, dated as of December 12, 2017, by and among SmartFinancial, Inc., Tennessee Bancshares, Inc., and Southern Community Bank† | Incorporated by reference to Exhibit 2.1 to Form 8-K filed December 13, 2017 | |||||||||||||
Agreement and Plan of Merger, dated as of June 27, 2018, by and among SmartFinancial, Inc., Foothills Bancorp, Inc., and Foothills Bank & Trust† | Incorporated by reference to Exhibit 2.1 to Form 8-K filed June 27, 2018 | |||||||||||||
| Agreement and Plan of Merger, dated as of October 29, 2019, by and between SmartFinancial, Inc. and Progressive Financial Group Inc.† | Incorporated by reference to Exhibit 2.1 to Form 8-K filed October 30, 2019 | |||||||||||||
Second Amended and Restated Charter of SmartFinancial, Inc. | Incorporated by reference to Exhibit 3.3 to Form 8-K filed September 2, 2015 | |||||||||||||
Second Amended and Restated Bylaws of SmartFinancial, Inc. | Incorporated by reference to Exhibit 3.1 to Form 8-K filed October 26, 2015 | |||||||||||||
| The right of securities holders are defined in the Charter and Bylaws provided in exhibits 3.1 and 3.2 | ||||||||||||||
| Specimen Common Stock Certificate | Incorporated by reference to Exhibit 4.2 to Form 10-K filed March 30, 2016 | |||||||||||||
Form of Fixed-to-Floating Rate Subordinated Note due October 2, 2028 | Incorporated by reference to Exhibit 4.1 to Form 8-K filed October 1, 2018 | |||||||||||||
10.1** | SmartFinancial, Inc. 2015 Stock Incentive Plan | Incorporated by reference to Exhibit H to the Form S-4 filed April 16, 2015 | ||||||||||||
| Form of 2015 Stock Incentive Agreement | Incorporated by reference to Exhibit 10.2 to From 10-K filed March 30, 2016 | |||||||||||||
| SmartFinancial, Inc. 2010 Incentive Plan | Incorporated by reference to Exhibit 10.6 to Form 8-K filed September 2, 2015 | |||||||||||||
| Form of Incentive Stock Option Certificate under SmartFinancial, Inc. 2010 Incentive Plan | Incorporated by reference to Exhibit 10.7 to Form 8-K filed September 2, 2015 | |||||||||||||
| SmartBank Stock Option Plan | Incorporated by reference to Exhibit 10.5 to Form 8-K filed September 2, 2015 | |||||||||||||
Form of Management Incentive Stock Option Agreement under SmartBank Stock Option Plan | Incorporated by reference to Exhibit 10.8 to Form 8-K filed September 2, 2015 | |||||||||||||
| Employment Agreement, dated as of February 1, 2015, by and among William Y. Carroll, Jr., SmartFinancial, Inc. and SmartBank | Incorporated by reference to Exhibit 10.2 to Form 8-K filed September 2, 2015 | |||||||||||||
| Employment Agreement, dated as of February 1, 2015, by and among William Y. Carroll, Sr., SmartFinancial, Inc. and SmartBank | Incorporated by reference to Exhibit 10.3 to Form 8-K filed September 2, 2015 | |||||||||||||
| Employment Agreement, dated as of April 15, 2015, by and among C. Bryan Johnson, SmartFinancial, Inc. and SmartBank | Incorporated by reference to Exhibit 10.4 to Form 8-K filed September 2, 2015 | |||||||||||||
Employment Agreement with Gary W. Petty, Jr. dated as of December 5, 2014, by and between Cornerstone Bancshares, Inc., Cornerstone Community Bank, and Gary W. Petty, Jr. | Incorporated by reference to Exhibit 10.3 to Form 8-K filed December 10, 2014 | |||||||||||||
First Amendment to Employment Agreement by and among Gary W. Petty, Jr., SmartFinancial, Inc. and Cornerstone Community Bank dated December 8, 2015 | Incorporated by reference to Exhibit 10.2 to Form 8-K filed December 9, 2015 | |||||||||||||
Form of Subscription Agreement for 2015 Equity Financing | Incorporated by reference to Exhibit 10.1 to Form 8-K filed August 20, 2015 | |||||||||||||
Form of Registration Rights Agreement for 2015 Equity Financing | Incorporated by reference to Exhibit 10.2 to Form 8-K filed August 20, 2015 | |||||||||||||
10.14** | Employment Agreement with Nathaniel F. Hughes, dated as of December 5, 2014, by and between Cornerstone Bancshares, Inc. and Nathaniel F. Hughes | Incorporated by reference to Exhibit 10.2 to Form 8-K filed December 10, 2014 | ||||||||||||
Cornerstone Bancshares, Inc. 2002 Long-Term Incentive Plan | Incorporated by reference to Exhibit 99.1 to Form S-8 filed on March 5, 2004 | |||||||||||||
| Form of Unqualified Stock Option Award Agreement under 2002 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.22 to Form 10-K filed March 30, 2016 | |||||||||||||
Form of Stock Appreciation Rights Agreement | Incorporated by reference to Exhibit 10.1 to Form 8-K filed August 8, 2017 | |||||||||||||
10.18** | Form of Restricted Stock Award Agreement | Incorporated by reference to Exhibit 10.2 to Form 8-K filed August 8, 2017 | ||||||||||||
10.19** | Employment Agreement, dated as of February 1, 2015, by and among Rhett Jordan, SmartFinancial, Inc. and SmartBank | Incorporated by Reference to Exhibit 10.21 to Form 10-K filed March 16, 2018 | ||||||||||||
10.20** | Employment Agreement, dated as of February 1, 2015, by and among Greg L. Davis and SmartBank | Incorporated by Reference to Exhibit 10.21 to Form 10-K filed March 16, 2018 | ||||||||||||
Employment Agreement, dated as of May 22, 2017, by and between SmartBank and Robert Kuhn | Incorporated by reference to Exhibit 10.1 to Form 10-Q filed November 7, 2017 | |||||||||||||
Capstone Bancshares, Inc. 2008 Long-Term Equity Incentive Plan | Incorporated by reference to Exhibit 10.2 to Form 10-Q filed November 7, 2017 | |||||||||||||
| Form of Award Agreement under Capstone Bancshares, Inc. 2008 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.3 to Form 8-K filed November 7, 2017 | |||||||||||||
Salary Continuation Agreement, dated August 11, 2010, by and between Capstone Bank and Robert W. Kuhn | Incorporated by reference to Exhibit 10.4 to Form 8-K filed November 7, 2017 | |||||||||||||
| Loan Agreement, dated as of October 31, 2017, by and between SmartFinancial, Inc. and CapStar Bank | Incorporated by reference to Exhibit 2.2 to Form 10-Q filed November, 14, 2017 | |||||||||||||
Stock Pledge and Security Agreement, dated as of October 31, 2017, by and between SmartFinancial, Inc. and CapStar Bank | Incorporated by reference to Exhibit 2.3 to Form 10-Q filed November, 14, 2017 | |||||||||||||
Line of Credit Note, dated as of October 31, 2017, executed by SmartFinancial, Inc. in favor of CapStar Bank | Incorporated by reference to Exhibit 2.4 to Form 10-Q filed November, 14, 2017 | |||||||||||||
Form of Subordinated Note Purchase Agreement dated September 28, 2018, for SmartFinancial, Inc. Fixed-to-Floating Rate Subordinate Notes due October 2, 2028 | Incorporated by reference to Exhibit 10.1 to Form 8-K filed October 1, 2018 | |||||||||||||
Letter to the Securities and Exchange Commission from Mauldin & Jenkins, LLC | Incorporated by reference to Exhibit 16.1 to Form 8-K filed March 27, 2018 | |||||||||||||
| SmartFinancial, Inc. List of Subsidiaries | Filed herewith | |||||||||||||
| Consent of Dixon Hughes Goodman LLP | Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 12, 2020. | |||||||||||||
| Certification of Principal Executive Officer | Filed herewith | |||||||||||||
| Certification of Principal Financial Officer | Filed herewith | |||||||||||||
| Section 906 certifications of Principal Executive Officer and Principal Financial Officer | Filed herewith | |||||||||||||
| 101.INS* | XBRL Instance Document | Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 12, 2020. | ||||||||||||
| 101.SCH* | XBRL Taxonomy Extension Schema | Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 12, 2020. | ||||||||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase | Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 12, 2020. | ||||||||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase | Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 12, 2020. | ||||||||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase | Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 12, 2020. | ||||||||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase | Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 12, 2020. | ||||||||||||
† Schedules and exhibits to which have been omitted pursuant to Items 601(b)(2) of Regulations S-K. SmartFinancial agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission.
* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities and Exchange Act of 1934, as amended and otherwise are not subject to liability under those sections.
** Indicates management contract or compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SMARTFINANCIAL, INC. | |||||||||||
| Date: March 13, 2020 | By: | /s/ William Y. Carroll, Jr. | |||||||||
| William Y. Carroll, Jr. | |||||||||||
| President and Chief Executive Officer and Director | |||||||||||
| (principal executive officer) | |||||||||||
| By: | /s/ Ron Gorczynski | ||||||||||
| Ron Gorczynski | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (principal financial officer and accounting officer) | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.