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)
 
August 5, 2015

First Security Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee

(State or Other Jurisdiction of Incorporation)
000-49747
 
58-2461486
(Commission File Number)
 
(IRS Employer Identification No.)

531 Broad Street, Chattanooga, Tennessee
 
37402
(Address of Principal Executive Offices)
 
(Zip Code)

(423) 266-2000

(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):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02. Results of Operations and Financial Condition

A copy of the press release issued by First Security Group, Inc. ("First Security") summarizing its financial results for the second quarter of 2015 is attached as Exhibit 99.1. Summarized financial highlights and consolidated financial statements are attached as Exhibit 99.2 and 99.3, respectively. The publication date of the press release is August 5, 2015.

Item 8.01. Other Event

On August 5, 2015, First Security announced the issuance of a press release dated August 5, 2015. A copy of First Security's press release is attached as Exhibit 99.1.

Additional Information About the Atlantic Capital/First Security Transaction:
On June 8, 2015, First Security and Atlantic Capital Bancshares, Inc. ("Atlantic Capital") entered into an amendment to the definitive merger agreement dated March 25, 2015, pursuant to which Atlantic Capital will acquire First Security.

This press release relates to the proposed merger transaction involving Atlantic Capital and First Security. In connection with the proposed merger, Atlantic Capital and First Security have filed a preliminary joint proxy statement/prospectus on Form S-4 and other relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”). 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 ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ATLANTIC CAPITAL, FIRST SECURITY AND THE PROPOSED MERGER. When available, the definitive joint proxy statement/prospectus will be delivered to shareholders of Atlantic Capital and shareholders of First Security. Investors are able to obtain copies of the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s website (www.sec.gov). Copies of documents filed with the SEC by Atlantic Capital will be available free of charge from Carol Tiarsmith, Executive Vice President and Chief Financial Officer, Atlantic Capital Bancshares, 3280 Peachtree Road, N.E., Suite 1600, Atlanta, Georgia, 30305, telephone: 404-995-6050. Documents filed with the SEC by First Security will be available free of charge from First Security by contacting John R. Haddock, Executive Vice President and Chief Financial Officer, First Security Group, Inc., 531 Broad Street, Chattanooga, Tennessee, telephone: (423) 308-2075.

Atlantic Capital, First Security and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Atlantic Capital and the shareholders of First Security in connection with the proposed merger. Information about the directors and executive officers of Atlantic Capital is included in the preliminary joint proxy statement/prospectus for the proposed transaction. Information about the directors and executive officers of First Security is included in the proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on April 29, 2015. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the definitive joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which Congress passed in an effort to encourage companies to provide information about their anticipated future financial performance. This act protects a company from unwarranted litigation if actual results are different from management expectations. This press release reflects the current views and estimates of future economic circumstances, industry conditions, company performance, and financial results of the management of Atlantic Capital and First Security. These forward-looking statements are subject to a number of factors and uncertainties which could cause Atlantic Capital’s, First Security’s or the combined company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements, and such differences may be material. Forward-looking statements speak only as of the date they are made and neither Atlantic Capital nor First Security assumes any duty to update forward-looking statements. In addition to factors previously disclosed in First Security’s reports filed with the SEC and those identified elsewhere in this press release, these forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between Atlantic Capital and First Security and between Atlantic Capital Bank and FSGBank, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (ii) Atlantic Capital’s and First Security’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. Other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” "will," “projects” or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs





and expectations of Atlantic Capital’s and First Security’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements and such differences may be material.

The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Atlantic Capital and First Security may not integrate successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the expected growth opportunities and cost savings from the transaction may not be fully realized or may take longer to realize than expected; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons, including issues arising in connection with integration of the two banks; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including difficulties in maintaining relationships with employees, may be greater than expected; (5) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (7) Atlantic Capital's shareholders or First Security's shareholders may fail to approve the transaction; (8) reputational risks and the reaction of the companies’ customers to the transaction; (9) diversion of management time on merger related issues; (10) changes in asset quality and credit risk; (11) the cost and availability of capital; (12) customer acceptance of the combined company’s products and services; (13) customer borrowing, repayment, investment and deposit practices; (14) the introduction, withdrawal, success and timing of business initiatives; (15) the impact, extent, and timing of technological changes; (16) severe catastrophic events in our geographic area; (17) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (18) the U.S. legal and regulatory framework, including those associated with the Dodd Frank Wall Street Reform and Consumer Protection Act, could adversely affect the operating results of the combined company; (19) the interest rate environment may compress margins and adversely affect net interest income; (20) competition from other financial services companies in the companies’ markets could adversely affect operations; and (21) Atlantic Capital may not be able to raise sufficient financing to consummate the merger. Additional factors that could cause First Security’s results to differ materially from those described in the forward-looking statements can be found in First Security’s reports (such as Annual Reports 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 website (www.sec.gov). All subsequent written and oral forward-looking statements concerning Atlantic Capital, First Security or the proposed merger or other matters and attributable to Atlantic Capital, First Security or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Atlantic Capital and First Security do not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect circumstances or events that occur after the date the forward-looking statements are made.

Public companies, from time to time, become aware of rumors concerning their business. Investors are cautioned that in this age of instant communication and internet access, it may be important to avoid relying on rumors and unsubstantiated information. First Security complies with Federal and State law applicable to disclosure of information. Investors may be at significant risk in relying on unsubstantiated information from other sources.







Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description
99.1

Second Quarter 2015 Earnings Release dated August 5, 2015. 1
99.2

Financial Highlights. 1
99.3

Consolidated Balance Sheets and Consolidated Statements of Operations. 1
1 The information provided in the attached press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.






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 thereunto duly authorized.


FIRST SECURITY GROUP, INC.
Dated:    August 5, 2015
                                
By:
/s/ John R. Haddock
Name:
John R. Haddock
Title:
Executive Vice President and Chief Financial Officer






Exhibit Index

Exhibit No.

Description
99.1

Second Quarter 2015 Earnings Release dated August 5, 2015.
99.2

Financial Highlights
99.3

Consolidated Balance Sheets and Consolidated Statements of Operations








First Security Group Announces Second Quarter Results
Lower Fee Income and Merger Expenses Generate Loss

CHATTANOOGA, TN, August 5, 2015 - First Security Group, Inc. (NASDAQ: FSGI) (“First Security” or “FSG”) reported a net loss for the second quarter of 2015 of $796 thousand, or $0.01 per basic and diluted share, for a year to date net loss of $257 thousand, or $0.00 per basic and diluted share. Merger-related expenses totaled $516 thousand for the second quarter and $607 thousand for the six months ended June 30, 2015. Excluding merger-related expenses, FSG reported a net loss of $280 thousand for the second quarter and net income of $350 thousand for the year-to-date period.

Financial Highlights

Loans held-for-investment totaled $764.4 million at June 30, 2015, an increase of $100.8 million, or 15.2%, from December 31, 2014.
Average pure deposits for the six months ended June 30, 2015 increased by $90.9 million, or 20.1%, to $542.0 million compared to an average of $451.1 million for the same period in 2014.

“Achieving over $100 million of net loan growth in the first six months of the year and strong year-over-year pure deposit growth is a testament to our people and their ability to translate the banking platform we have built into new relationships and new business,” said Michael Kramer, First Security’s President and Chief Executive Officer. “The loss for the quarter was primarily driven by three factors: merger-related expenses, specific loan impairments that triggered additional provision expense, and lower fee income.”


The below discussion of First Security’s results of operations and financial condition is supplemented by the accompanying financial highlights.

Net Interest Income
For the quarter ended June 30, 2015, net interest income totaled $8.3 million, a decrease of $72 thousand as compared to the first quarter of 2015 and an increase of $714 thousand, or 9.5%, as compared to $7.5 million for the second quarter of 2014. The net interest margin was 3.33% for the second quarter of 2015 as compared to 3.45% for the first quarter of 2015 and 3.30% for the second quarter of 2014. The contraction in the margin during the second quarter is primarily related to pricing competition within our markets as well as the implementation of a balance sheet derivative to lock in longer term fixed rate funding.

Loans
Loans totaled $764.4 million as of June 30, 2015, an increase of $29.9 million, or 4.1%, from March 31, 2015 and an increase of $100.8 million, or 15.2%, from December 31, 2014. Loans held-for-sale totaled $36.1 million as of quarter-end as compared to $23.3 million as of March 31, 2015 and $72.2 million as of December 31, 2014.

Deposits and Funding
The average balance of pure deposits, defined as transaction accounts, increased by $8.9 million, or 1.7%, and $20.8 million, or 3.9%, during the second quarter of 2015 as compared to the first quarter of 2015 and fourth quarter of 2014, respectively. By further improving its deposit mix towards lower cost deposits, FSG reduced the overall cost of deposits to 0.45% for the second quarter of 2015 as compared to 0.46% for the first quarter of 2015 and 0.59% for the second quarter of 2014. The rate on interest-bearing funding increased from 0.53% for the first quarter of 2015 to 0.61% for the second quarter of 2015 due to the implementation of a balance sheet swap to lock in longer-term fixed rate funding in anticipation of an increasing rate environment.

Non-Interest Income





Non-interest income totaled $1.9 million for the quarter ended June 30, 2015, a decrease of $2.6 million compared to the first quarter of 2015. Excluding gains and losses from interest rate swaps that fully offset in non-interest expense, non-interest income totaled $2.5 million, a decrease of $725 thousand for the quarter. During the second quarter of 2015, gains on sales of loans decreased by $877 thousand and totaled $183 thousand as compared to $1.1 million for the first quarter of 2015. For the six months ended June 30, 2015, non-interest income totaled $6.4 million, a $697 thousand increase over the same period in 2014. Gains on sales of loans totaled $1.2 million for the six months ended June 30, 2015 as compared to $472 thousand for the same period in 2014. As of June 30, 2015, loans held-for-sale total $36.1 million, which are expected to sell for gains during the third quarter of 2015.

Non-Interest Expense
Non-interest expense decreased by $1.3 million to $10.1 million for the quarter ended June 30, 2015 as compared to the first quarter of 2015. Excluding the loss on interest rate swaps above discussed, non-interest expense increased by $603 thousand as compared to the first quarter of 2015. Merger-related expenses, which were included in professional fees, totaled $516 thousand during the second quarter. As of June 30, 2015, full-time equivalent employees totaled 265 as compared to 262 as of March 31, 2015 and 264 as of June 30, 2014.

Asset Quality
First Security recorded provision expense of $643 thousand in the second quarter to adjust the allowance for loan losses to FSG’s current estimate of $9.6 million as of June 30, 2015 as compared to $8.7 million as of March 31, 2015. The ratio of the allowance to total loans increased to 1.26% from 1.18% as of March 31, 2015. FSG realized net recoveries of $344 thousand during the second quarter of 2015 that were fully offset by specific reserves totaling $1.3 million that were established during the quarter. Total non-performing assets (“NPAs”) increased by $3.9 million during the second quarter of 2015 and the NPA to total assets ratio increased from 0.82% at March 31, 2015 to 1.15% at June 30, 2015.

Capital
Stockholders’ equity as of June 30, 2015 totaled $90.6 million, a $104 thousand decrease from March 31, 2015 and a $4.1 million increase from June 30, 2014. As of June 30, 2015, book value per share remained consistent at $1.36 per share compared to March 31, 2015 and increased from $1.30 per share as of June 30, 2014.


“As previously announced, we have entered into a definitive merger agreement with Atlantic Capital Bancshares, based in Atlanta,” said CEO Kramer. “As we continue with the merger integration planning, we remain enthusiastic at the opportunity to build a premier financial institution in the Southeast that is focused on business and private banking.”

About First Security Group, Inc.
First Security Group, Inc. is a bank holding company headquartered in Chattanooga, Tennessee, with $1.1 billion in assets. Founded in 1999, First Security’s community bank subsidiary, FSGBank, N.A. has 26 full-service banking offices along the interstate corridors of eastern and middle Tennessee and northern Georgia. FSGBank provides retail and commercial banking services, trust and investment management, mortgage banking, financial planning, and internet banking (www.FSGBank.com).

About Atlantic Capital Bancshares, Inc.
Atlantic Capital Bancshares, Inc. ("Atlantic Capital") is a bank holding company headquartered in Atlanta, Georgia. Atlantic Capital was founded in 2007 through the then-largest equity capital raise in U.S. history by a de novo bank holding company. Atlantic Capital’s wholly-owned bank subsidiary, Atlantic Capital Bank, has grown to $1.3 billion in assets with a single office and significant investments in technology, talent and customer service. Atlantic Capital Bank serves privately held small- and mid‐size companies and not-for-profit organizations; institutional-caliber commercial real estate developers and investors; and individuals throughout metropolitan Atlanta.

Non-GAAP Financial Measures
This press release contains financial information determined by methods other than in accordance with generally accepted accounting principles in the United States of America (GAAP). First Security’s management uses these “non-GAAP” measures in its analysis of First Security’s performance. Non-GAAP measures typically adjust GAAP performance measures to exclude the effects of significant gains, losses or expenses that are unusual in nature and not expected to recur. Non-GAAP measures may also exclude non-recurring charges, expenses and gains related to the consummation of mergers and acquisitions, and costs related to the integration of merged entities. Since these items and their impact on First Security’s performance are difficult to predict, management believes presentations of financial measures excluding the impact of these items provide useful supplemental information that is important for a proper understanding of the operating results of First Security’s core business. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.






Additional Information About the Atlantic Capital/First Security Transaction:
On June 8, 2015, First Security and Atlantic Capital entered into an amendment to the definitive merger agreement dated March 25, 2015, pursuant to which Atlantic Capital will acquire First Security.

This press release relates to the proposed merger transaction involving Atlantic Capital and First Security. In connection with the proposed merger, Atlantic Capital and First Security have filed a preliminary joint proxy statement/prospectus on Form S-4 and other relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”). 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 ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ATLANTIC CAPITAL, FIRST SECURITY AND THE PROPOSED MERGER. When available, the definitive joint proxy statement/prospectus will be delivered to shareholders of Atlantic Capital and shareholders of First Security. Investors are able to obtain copies of the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s website (www.sec.gov). Copies of documents filed with the SEC by Atlantic Capital will be available free of charge from Carol Tiarsmith, Executive Vice President and Chief Financial Officer, Atlantic Capital Bancshares, 3280 Peachtree Road, N.E., Suite 1600, Atlanta, Georgia, 30305, telephone: 404-995-6050. Documents filed with the SEC by First Security will be available free of charge from First Security by contacting John R. Haddock, Executive Vice President and Chief Financial Officer, First Security Group, Inc., 531 Broad Street, Chattanooga, Tennessee, telephone: (423) 308-2075.

Atlantic Capital, First Security and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Atlantic Capital and the shareholders of First Security in connection with the proposed merger. Information about the directors and executive officers of Atlantic Capital is included in the preliminary joint proxy statement/prospectus for the proposed transaction. Information about the directors and executive officers of First Security is included in the proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on April 29, 2015. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the definitive joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which Congress passed in an effort to encourage companies to provide information about their anticipated future financial performance. This act protects a company from unwarranted litigation if actual results are different from management expectations. This press release reflects the current views and estimates of future economic circumstances, industry conditions, company performance, and financial results of the management of Atlantic Capital and First Security. These forward-looking statements are subject to a number of factors and uncertainties which could cause Atlantic Capital’s, First Security’s or the combined company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements, and such differences may be material. Forward-looking statements speak only as of the date they are made and neither Atlantic Capital nor First Security assumes any duty to update forward-looking statements. In addition to factors previously disclosed in First Security’s reports filed with the SEC and those identified elsewhere in this press release, these forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between Atlantic Capital and First Security and between Atlantic Capital Bank and FSGBank, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (ii) Atlantic Capital’s and First Security’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. Other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” "will," “projects” or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of Atlantic Capital’s and First Security’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements and such differences may be material.

The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Atlantic Capital and First Security may not integrate successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the expected growth opportunities and cost savings from the transaction may not be fully realized or may take longer to realize than





expected; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons, including issues arising in connection with integration of the two banks; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including difficulties in maintaining relationships with employees, may be greater than expected; (5) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (7) Atlantic Capital's shareholders or First Security's shareholders may fail to approve the transaction; (8) reputational risks and the reaction of the companies’ customers to the transaction; (9) diversion of management time on merger related issues; (10) changes in asset quality and credit risk; (11) the cost and availability of capital; (12) customer acceptance of the combined company’s products and services; (13) customer borrowing, repayment, investment and deposit practices; (14) the introduction, withdrawal, success and timing of business initiatives; (15) the impact, extent, and timing of technological changes; (16) severe catastrophic events in our geographic area; (17) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (18) the U.S. legal and regulatory framework, including those associated with the Dodd Frank Wall Street Reform and Consumer Protection Act, could adversely affect the operating results of the combined company; (19) the interest rate environment may compress margins and adversely affect net interest income; (20) competition from other financial services companies in the companies’ markets could adversely affect operations; and (21) Atlantic Capital may not be able to raise sufficient financing to consummate the merger. Additional factors that could cause First Security’s results to differ materially from those described in the forward-looking statements can be found in First Security’s reports (such as Annual Reports 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 website (www.sec.gov). All subsequent written and oral forward-looking statements concerning Atlantic Capital, First Security or the proposed merger or other matters and attributable to Atlantic Capital, First Security or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Atlantic Capital and First Security do not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect circumstances or events that occur after the date the forward-looking statements are made.

Public companies, from time to time, become aware of rumors concerning their business. Investors are cautioned that in this age of instant communication and internet access, it may be important to avoid relying on rumors and unsubstantiated information. First Security complies with Federal and State law applicable to disclosure of information. Investors may be at significant risk in relying on unsubstantiated information from other sources.


FOR FURTHER INFORMATION:
First Security:
John R. Haddock, EVP & CFO
Tel: (423) 308-2075
Email: jhaddock@fsgbank.com







First Security Group, Inc. and Subsidiary
Consolidated Financial Highlights
(unaudited)

 
2nd Quarter
1st Quarter
4th Quarter
3rd Quarter
2nd Quarter
 
As of and for the six months ended June 30,
 
2015
2015
2014
2014
2014
 
2015
2014
 
(in thousands, except per share amounts and full-time equivalent employees)
Earnings:
 
 
 
 
 
 
 
 
Net interest income
$
8,258

$
8,332

$
7,944

$
8,487

$
7,545

 
$
16,590

$
14,470

Provision (credit) for loan and lease losses
$
643

$
707

$
(221
)
$
11

$
(270
)
 
$
1,350

$
(1,242
)
Non-interest income1
$
1,881

$
4,481

$
3,788

$
2,805

$
3,030

 
$
6,362

$
5,665

Non-interest expense1
$
10,148

$
11,421

$
10,900

$
10,222

$
10,101

 
$
21,569

$
20,546

Income tax provision
$
145

$
145

$
131

$
132

$
131

 
$
290

$
263

Net (loss) income
$
(797
)
$
540

$
922

$
927

$
613

 
$
(257
)
$
568

 
 
 
 
 
 
 
 
 
Earnings - Normalized:
 
 
 
 
 
 
 
 
Non-interest expense, excluding merger-related expenses
$
9,632

$
11,330

$
10,900

$
10,222

$
10,101

 
$
20,962

$
20,546

Net (loss) income, excluding merger-related expenses
$
(281
)
$
631

$
922

$
927

$
613

 
$
350

$
568

 
 
 
 
 
 
 
 
 
Per Share Data:
 
 
 
 
 
 
 
 
Net (loss) income, basic
$
(0.01
)
$
0.01

$
0.01

$
0.01

$
0.01

 
$
(0.00
)
$
0.01

Net (loss) income, diluted
$
(0.01
)
$
0.01

$
0.01

$
0.01

$
0.01

 
$
(0.00
)
$
0.01

Book value per common share
$
1.36

$
1.36

$
1.35

$
1.32

$
1.30

 
$
1.36

$
1.30

 
 
 
 
 
 
 
 
 
Per Share Data - Normalized:
 
 
 
 
 
 
 
 
Net income (loss) excluding merger-related expense, basic
$
0.00

$
0.01

$
0.01

$
0.01

$
0.01

 
$
0.01

$
0.01

Net income (loss) excluding merger-related expense, diluted
$
0.00

$
0.01

$
0.01

$
0.01

$
0.01

 
$
0.01

$
0.01

 
 
 
 
 
 
 
 
 
Performance Ratios:
 
 
 
 
 
 
 
 
Return on average assets
(0.29
)%
0.20
%
0.36
 %
0.36
%
0.24
 %
 
(0.05
)%
0.12
 %
Return on average equity
(3.49
)%
2.38
%
4.13
 %
4.23
%
2.86
 %
 
(0.56
)%
1.34
 %
Efficiency ratio
100.09
 %
89.14
%
92.91
 %
90.52
%
95.52
 %
 
93.97
 %
102.04
 %
Non-interest income to net interest income and non-interest income
18.55
 %
34.97
%
32.29
 %
24.84
%
28.65
 %
 
27.72
 %
28.14
 %
 
 
 
 
 
 
 
 
 
Capital:
 
 
 
 
 
 
 
 
Total equity to total assets
8.25
 %
8.56
%
8.41
 %
8.56
%
8.55
 %
 
8.25
 %
8.55
 %
 
 
 
 
 
 
 
 
 





 
2nd Quarter
1st Quarter
4th Quarter
3rd Quarter
2nd Quarter
 
As of and for the six months ended June 30,
 
2015
2015
2014
2014
2014
 
2015
2014
 
(in thousands, except per share amounts and full-time equivalent employees)
Liquidity, Yields and Rates:
 
 
 
 
 
 
 
 
Interest-bearing cash - average balance
$
16,151

$
11,211

$
9,757

$
8,436

$
8,997

 
$
13,695

$
11,312

Investment securities - average balance
208,105

215,693

225,253

230,297

247,459

 
211,878

259,941

Loans - average balance
775,608

758,215

718,917

702,271

673,175

 
766,960

638,927

Average Earning Assets
$
999,864

$
985,119

$
953,927

$
941,004

$
929,631

 
$
992,533

$
910,180

Pure deposits2 - average balance
$
546,446

$
537,543

$
525,691

$
493,707

$
455,407

 
$
542,019

$
451,138

Core deposits3 - average balance
693,183

687,403

680,008

654,893

622,636

 
690,309

623,496

Customer deposits4 - average balance
811,892

805,054

802,837

783,996

757,704

 
808,492

765,477

Brokered deposits - average balance
114,895

109,734

83,490

85,369

84,021

 
112,328

77,150

Total deposits - average balance
$
926,787

$
914,788

$
886,327

$
869,365

$
841,725

 
$
920,820

$
842,627

Total loans to total deposits
82.94
 %
79.53
%
73.28
 %
75.85
%
76.01
 %
 
82.94
 %
76.01
 %
Yield on earning assets
3.83
 %
3.89
%
3.79
 %
4.14
%
3.86
 %
 
3.86
 %
3.86
 %
Rate on customer deposits (including impact of non-interest bearing DDAs)
0.37
 %
0.36
%
0.37
 %
0.37
%
0.37
 %
 
0.37
 %
0.39
 %
Cost of deposits
0.45
 %
0.46
%
0.49
 %
0.55
%
0.59
 %
 
0.46
 %
0.62
 %
Rate on interest-bearing funding
0.61
 %
0.53
%
0.58
 %
0.66
%
0.68
 %
 
0.57
 %
0.72
 %
Net interest margin, taxable equivalent
3.33
 %
3.45
%
3.32
 %
3.60
%
3.30
 %
 
3.39
 %
3.26
 %
 
 
 
 
 
 
 
 
 
Non-Interest Income:
 
 
 
 
 
 
 
 
Service charges on deposits
$
728

$
674

$
793

$
778

$
769

 
$
1,402

$
1,510

POS fees
466

422

426

436

439

 
888

840

BOLI
232

210

235

234

235

 
442

586

Mortgage banking income
241

212

357

462

279

 
453

459

Trust
313

265

245

233

235

 
578

435

Net gains on sales of loans
183

1,060

886

254

450

 
1,243

472

Interest rate swap gains
(635
)
1,240

629

138

132

 
605

236

Other
353

390

217

260

244

 
743

509

Net gains on securities available-for-sale

8


10

247

 
8

618

Total Non-Interest Income
$
1,881

$
4,481

$
3,788

$
2,805

$
3,030

 
$
6,362

$
5,665

 
 
 
 
 
 
 
 
 





 
2nd Quarter
1st Quarter
4th Quarter
3rd Quarter
2nd Quarter
 
As of and for the six months ended June 30,
 
2015
2015
2014
2014
2014
 
2015
2014
 
(in thousands, except per share amounts and full-time equivalent employees)
Non-Interest Expense:
 
 
 
 
 
 
 
 
Salaries and benefits
$
5,319

$
5,420

$
5,576

$
5,153

$
5,225

 
$
10,739

$
10,499

Occupancy
772

798

732

814

776

 
1,570

1,596

Furniture and fixtures
749

665

580

565

520

 
1,414

1,077

Professional fees
1,392

605

888

658

690

 
1,997

1,289

FDIC insurance assessments
240

242

336

336

336

 
482

647

Write-downs on OREO and repossessions
20

143

59

289

76

 
163

385

Losses (Gains) on OREO, repossessions and fixed assets, net
2

3

(369
)
(113
)
(15
)
 
5

(5
)
Non-performing asset expenses, net
138

107

193

204

184

 
245

405

Data processing
545

533

618

577

506

 
1,078

1,094

Communications
139

116

120

129

147

 
255

297

Debit card fees
262

244

307

244

232

 
506

490

Intangible asset amortization
51

50

50

49

49

 
101

97

Printing and supplies
133

136

147

144

150

 
269

357

Advertising
150

153

147

140

135

 
303

269

Insurance
244

295

296

295

303

 
539

628

Interest rate swap loss
(636
)
1,240

629

138

138

 
604

242

Other
628

671

591

600

649

 
1,299

1,179

Total Non-Interest Expense
$
10,148

$
11,421

$
10,900

$
10,222

$
10,101

 
$
21,569

$
20,546

 
 
 
 
 
 
 
 
 
Asset Quality:
 
 
 
 
 
 
 
 
Net charge-offs (recoveries)
$
(344
)
$
561

$
(221
)
$
664

$
(470
)
 
$
217

$
(242
)
Net loan charge-offs (recoveries) to average loans, annualized
(0.18
)%
0.30
%
(0.12
)%
0.38
%
(0.28
)%
 
0.06
 %
(0.08
)%
Non-accrual loans
$
6,745

$
4,150

$
4,348

$
4,000

$
4,891

 
$
6,745

$
4,891

Other real estate owned and repossessed assets, net
$
4,441

$
4,207

$
4,519

$
5,960

$
7,725

 
$
4,441

$
7,725

Loans 90 days past due
$
1,416

$
347

$
100

$
1,951

$
1,083

 
$
1,416

$
1,083

Non-performing assets (NPA)
$
12,602

$
8,704

$
8,967

$
11,911

$
13,699

 
$
12,602

$
13,699

NPA to total assets
1.15
 %
0.82
%
0.84
 %
1.16
%
1.35
 %
 
1.15
 %
1.35
 %
Non-performing loans (NPL)
$
8,161

$
4,497

$
4,448

$
5,951

$
5,974

 
$
8,161

$
5,974

NPL to total loans
1.07
 %
0.61
%
0.67
 %
0.89
%
0.91
 %
 
1.07
 %
0.91
 %
Allowance for loan and lease losses to total loans
1.26
 %
1.18
%
1.29
 %
1.29
%
1.43
 %
 
1.26
 %
1.43
 %
Allowance for loan and lease losses to NPL
117.63
 %
192.35
%
192.22
 %
144.51
%
157.35
 %
 
117.63
 %
157.35
 %
 
 
 
 
 
 
 
 
 





 
2nd Quarter
1st Quarter
4th Quarter
3rd Quarter
2nd Quarter
 
As of and for the six months ended June 30,
 
2015
2015
2014
2014
2014
 
2015
2014
 
(in thousands, except per share amounts and full-time equivalent employees)
Period End Balances:
 
 
 
 
 
 
 
 
Loans, excluding HFS
$
764,411

$
734,478

$
663,622

$
666,728

$
659,539

 
$
764,411

$
659,539

Allowance for loan and lease losses
$
9,600

$
8,650

$
8,550

$
8,600

$
9,400

 
$
9,600

$
9,400

Loans held-for-sale
$
36,107

$
23,347

$
72,242

$
46,904

$
28,547

 
$
36,107

$
28,547

Intangible assets
$
34

$
84

$
134

$
184

$
233

 
$
34

$
233

Assets
$
1,098,909

$
1,059,278

$
1,070,244

$
1,027,882

$
1,012,685

 
$
1,098,909

$
1,012,685

Deposits
$
921,686

$
923,552

$
905,613

$
879,029

$
867,709

 
$
921,686

$
867,709

Total shareholders' equity
$
90,622

$
90,726

$
89,980

$
87,963

$
86,566

 
$
90,622

$
86,566

Common stock market capitalization
$
163,689

$
160,332

$
151,027

$
132,315

$
144,594

 
$
163,689

$
144,594

Full-time equivalent employees
265

262

268

264

264

 
265

264

Common shares outstanding
66,812

66,805

66,826

66,826

66,633

 
66,812

66,633

 
 
 
 
 
 
 
 
 
Average Balances:
 
 
 
 
 
 
 
 
Loans, including HFS
$
775,608

$
758,215

$
718,917

$
702,271

$
673,175

 
$
766,960

$
638,927

Intangible assets
$
66

$
116

$
166

$
217

$
265

 
$
91

$
289

Earning assets
$
999,864

$
985,119

$
953,927

$
941,004

$
929,631

 
$
992,533

$
910,180

Assets
$
1,085,206

$
1,069,751

$
1,033,327

$
1,017,631

$
1,006,143

 
$
1,077,521

$
986,988

Deposits
$
926,787

$
914,788

$
886,327

$
869,365

$
841,725

 
$
920,820

$
842,627

Total shareholders' equity
$
91,304

$
90,923

$
89,205

$
87,656

$
85,613

 
$
91,115

$
84,979

Common shares outstanding, basic - wtd
65,922

65,932

65,915

65,869

65,731

 
65,936

65,728

Common shares outstanding, diluted - wtd
65,922

65,932

65,950

65,874

65,737

 
65,936

65,732

 
 
 
 
 
 
 
 
 
1 Certain amounts were reclassified between non-interest income and non-interest expense to conform with the current presentation.
2 Pure deposits are all transaction-based accounts, including non-interest bearing DDAs, interest bearing DDAs, money market accounts and savings accounts.
3 Core deposits are Pure deposits plus customer certificates of deposits less than $100,000.
4 Customer deposits are total deposits less brokered deposits.
 
 
 
 
 
 
 
 
 





 
2nd Quarter
1st Quarter
4th Quarter
3rd Quarter
2nd Quarter
 
As of and for the six months ended June 30,
 
2015
2015
2014
2014
2014
 
2015
2014
 
(in thousands, except per share amounts and full-time equivalent employees)
 
 
 
 
 
 
 
 
 
Non-GAAP Reconciliation Table
 
 
 
 
 
 
 
 
 
Non-interest expense
$
10,148

$
11,421

$
10,900

$
10,222

$
10,101

 
$
21,569

$
20,546

Merger-related expenses
516

91




 
607


Non-interest expense, excluding merger-related expenses
$
9,632

$
11,330

$
10,900

$
10,222

$
10,101

 
$
20,962

$
20,546

 
 
 
 
 
 
 
 
 
Net (loss) income
$
(797
)
$
540

$
922

$
927

$
613

 
$
(257
)
$
568

Merger-related expenses5
516

91




 
607


Net (loss) income, excluding merger-related expenses
$
(281
)
$
631

$
922

$
927

$
613

 
$
350

$
568

 
 
 
 
 
 
 
 
 
Net (loss) income, basic
$
(0.01
)
$
0.01

$
0.01

$
0.01

$
0.01

 
$
(0.00
)
$
0.01

Impact of merger-related expenses
$
(0.01
)
$

$

$

$

 
$
(0.01
)
$

Net income (loss) excluding merger-related expense, basic
$
0.00

$
0.01

$
0.01

$
0.01

$
0.01

 
$
0.01

$
0.01

 
 
 
 
 
 
 
 
 
Net (loss) income, diluted
$
(0.01
)
$
0.01

$
0.01

$
0.01

$
0.01

 
$
(0.00
)
$
0.01

Impact of merger-related expenses
$
(0.01
)
$

$

$

$

 
$
(0.01
)
$

Net income (loss) excluding merger-related expense, diluted
$
0.00

$
0.01

$
0.01

$
0.01

$
0.01

 
$
0.01

$
0.01

 
 
 
 
 
 
 
 
 
5 As First Security currently maintains a full valuation allowance for deferred taxes, the tax benefit of the merger-related expenses is fully offset through the valuation allowance.









First Security Group, Inc. and Subsidiary
Consolidated Balance Sheets
 
June 30,
2015
 
December 31,
2014
 
June 30,
2014
(in thousands, except share amounts)
(unaudited)
 
 
 
(unaudited)
ASSETS
 
 
 
 
 
Cash and Due from Banks
$
17,810

 
$
18,447

 
$
8,880

Interest Bearing Deposits in Banks
5,954

 
29,582

 
16,498

Cash and Cash Equivalents
23,764

 
48,029

 
25,378

Securities Available-for-Sale
90,610

 
95,571

 
102,429

Securities Held-to-Maturity, at amortized cost (fair value - $118,739 at June 30, 2015, $128,058 at December 31, 2014 and $133,077 at June 30, 2014)
115,704

 
124,485

 
130,709

Loans Held-for-Sale
36,107

 
72,242

 
28,547

Loans
764,411

 
663,622

 
659,539

Less: Allowance for Loan and Lease Losses
9,600

 
8,550

 
9,400

Net Loans
754,811

 
655,072

 
650,139

Premises and Equipment, net
29,567

 
28,347

 
26,510

Bank Owned Life Insurance
29,543

 
29,204

 
28,835

Other Real Estate Owned
4,441

 
4,511

 
7,717

Other Assets
14,362

 
12,783

 
12,421

TOTAL ASSETS
$
1,098,909

 
$
1,070,244

 
$
1,012,685

 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
LIABILITIES
 
 
 
 
 
Deposits
 
 
 
 
 
Noninterest Bearing Demand
$
169,462

 
$
159,996

 
$
149,588

Interest Bearing Demand
112,123

 
111,021

 
102,106

Savings and Money Market Accounts
268,901

 
258,694

 
233,502

Certificates of Deposit less than $250 thousand
241,916

 
248,140

 
269,798

Certificates of Deposit of $250 thousand or more
21,580

 
22,463

 
25,679

Brokered Deposits
107,704

 
105,299

 
87,036

Total Deposits
921,686

 
905,613

 
867,709

Federal Funds Purchased and Securities Sold under Agreements to Repurchase
14,034

 
12,750

 
15,911

Other Borrowings
65,100

 
56,000

 
38,075

Other Liabilities
7,467

 
5,901

 
4,424

Total Liabilities
1,008,287

 
980,264

 
926,119

SHAREHOLDERS’ EQUITY
 
 
 
 
 
Common Stock – $.01 par value – 150,000,000 shares authorized; 66,811,909 shares issued as of June 30, 2015, 66,826,134 shares issued as of December 31, 2014 and 66,632,601 shares issued as of June 30, 2014
766

 
766

 
764

Paid-In Surplus
198,210

 
197,614

 
197,197

Accumulated Deficit
(101,882
)
 
(101,625
)
 
(103,474
)
Accumulated Other Comprehensive Loss
(6,472
)
 
(6,775
)
 
(7,921
)
Total Shareholders’ Equity
90,622

 
89,980

 
86,566

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,098,909

 
$
1,070,244

 
$
1,012,685






First Security Group, Inc. and Subsidiary
Consolidated Statements of Operations
(unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30
 
June 30
(in thousands, except per share data)
2015
 
2014
 
2015
 
2014
INTEREST INCOME
 
 
 
 
 
 
 
Loans, including fees
$
8,571

 
$
7,672

 
$
17,027

 
$
14,615

Investment Securities – taxable
818

 
936

 
1,659

 
1,996

Investment Securities – non-taxable
73

 
198

 
151

 
438

Other
36

 
37

 
54

 
50

Total Interest Income
9,498

 
8,843

 
18,891

 
17,099

INTEREST EXPENSE
 
 
 
 
 
 
 
Interest Bearing Demand Deposits
47

 
48

 
94

 
95

Savings Deposits and Money Market Accounts
207

 
144

 
410

 
274

Certificates of Deposit
490

 
505

 
964

 
1,118

Brokered Deposits
307

 
531

 
617

 
1,097

Other
189

 
70

 
216

 
45

Total Interest Expense
1,240

 
1,298

 
2,301

 
2,629

NET INTEREST INCOME
8,258

 
7,545

 
16,590

 
14,470

Provision (Credit) for Loan and Lease Losses
643

 
(270
)
 
1,350

 
(1,242
)
NET INTEREST INCOME AFTER CREDIT FOR LOAN AND LEASE LOSSES
7,615

 
7,815

 
15,240

 
15,712

NONINTEREST INCOME
 
 
 
 
 
 
 
Service Charges on Deposit Accounts
728

 
769

 
1,402

 
1,510

Mortgage Banking Income
241

 
279

 
453

 
459

Gain on Sales of Securities Available-for-Sale

 
247

 
8

 
618

Gain on Sales of Loans Transferred to Held-for-Sale
183

 
450

 
1,243

 
472

Other
729

 
1,285

 
3,256

 
2,606

Total Noninterest Income
1,881

 
3,030

 
6,362

 
5,665

NONINTEREST EXPENSES
 
 
 
 
 
 
 
Salaries and Employee Benefits
5,319

 
5,225

 
10,739

 
10,499

Expense on Premises and Fixed Assets, net of rental income
1,521

 
1,296

 
2,984

 
2,673

Other
3,308

 
3,580

 
7,846

 
7,374

Total Noninterest Expenses
10,148

 
10,101

 
21,569

 
20,546

INCOME (LOSS) BEFORE INCOME TAX PROVISION
(652
)
 
744

 
33

 
831

Income Tax Provision
145

 
131

 
290

 
263

NET (LOSS) INCOME
$
(797
)
 
$
613

 
$
(257
)
 
$
568

 
 
 
 
 
 
 
 
NET (LOSS) INCOME PER SHARE:
 
 
 
 
 
 
 
Net (Loss) Income Per Share – Basic
$
(0.01
)
 
$
0.01

 
$
0.00

 
$
0.01

Net (Loss) Income Per Share – Diluted
$
(0.01
)
 
$
0.01

 
$
0.00

 
$
0.01

Dividends Declared Per Common Share
$

 
$

 
$

 
$




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