UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 9, 2015

 

 

Investar Holding Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Louisiana   001-36522   27-1560715

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

7244 Perkins Road

Baton Rouge, Louisiana 70808

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (225) 227-2222

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

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

 

¨

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

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (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 7.01. Regulation FD Disclosure

Investar Holding Corporation (the “Company”) has announced that John J. D’Angelo, Chief Executive Officer and President, will make a presentation regarding the Company at an investor meeting to be held on September 9, 2015 in Chicago, Illinois. The slides attached to this report as Exhibit 99.1 were prepared for the presentation.

The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

The exhibit to this report may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal securities law. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the Company’s most recent annual report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission. The Company does not intend to update these statements unless required by the securities laws to do so, and the Company undertakes no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

    Exhibit    
    Number    

 

Description of Exhibit

    99.1   Presentation slides to be used on September 9, 2015 for the investor meeting to be held in Chicago, Illinois.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    INVESTAR HOLDING CORPORATION
Date: September 9, 2015     By:  

/s/ John J. D’Angelo

      John J. D’Angelo
      President and Chief Executive Officer
1
NASDAQ: ISTR
Raymond James Conference: September 9, 2015
Exhibit 99.1


Forward-looking Statements
2
This
presentation
may
include
forward-looking
statements
as
defined
by
the
Private
Securities
Litigation
Reform
Act
of
1995.
These
forward-looking
statements
are
based
upon
current
expectations
and
assumptions
about
our
business
that
are
subject
to
a
variety
of
risks
and
uncertainties
that
could
cause
the
actual
results
to
differ
materially
from
those
described
in
this
presentation.
You
should
not
rely
on
forward-looking
statements
as
a
prediction
of
future
events.
Additional
information
regarding
factors
that
could
cause
actual
results
to
differ
materially
from
those
discussed
in
any
forward
looking
statements
are
described
in
reports
and
registration
statements
we
file
with
the
SEC,
including
our
Annual
Report
on
Form
10-K
and
subsequent
Quarterly
Reports
on
Form
10-Q
and
Current
Reports
on
Form
8-K,
copies
of
which
are
available
on
the
Investar
internet
website
http://www.investarbank.com .
We
disclaim
any
obligation
to
update
any
forward-looking
statements
or
any
changes
in
events,
conditions
or
circumstances
upon
which
any
forward-looking
statement
may
be
based
except
as
required
by
law.
www.investarbank.com
NASDAQ: ISTR
We
encourage
everyone
to
visit
the
Investors
Section
of
our
website
at
www.investarbank.com ,
where
we
have
posted
additional
important
information
such
as
press
releases
and
SEC
filings.
We
intend
to
use
our
website
to
expedite
public
access
to
time-
critical
information
regarding
the
Company
in
advance
of
or
in
lieu
of
distributing
a
press
release
or
a
filing
with
the
SEC
disclosing
the
same
information.


Company Profile as of June 30, 2015
3
Share Outstanding
7,293,209
Assets
$921.9 million
Market Cap
$110.9 million
Net Loans
$667.9 million
Price per Share
$15.20
Deposits
$706.0 million
Dividend Yield (YTD)
0.19%
Tangible Equity
$103.7 million
Price/ Tangible Book Value
106.9%
TE/TA
11.29%
Price/LTM EPS
15.2x
Net Income
$3.8 million
ROAA
0.86%
ROAE
7.17%
NPAs/Assets
0.56%
Net Interest Margin
3.71%
Cost of Funds
0.79%
Market Data
Financial Highlights


Senior Management
John J. D’Angelo,
President & CEO
Christopher L. Hufft,
Chief Accounting Officer
Founding President and Chief Executive Officer
New Orleans native; graduate of Louisiana State University
Prior to founding Investar, Mr. D’Angelo was president and director of Aegis
Lending Corporation, a mortgage lending company with operations in 46 states
and the District of Columbia
Previously, Mr. D’Angelo held various senior positions at Hibernia National Bank
(the predecessor to Capital One Bank, N.A.), focusing on the East Baton Rouge
Parish, Louisiana, market
Current ownership of 2%
Joined the Bank in February 2014 as Chief Accounting Officer
Prior to joining the Bank, Mr. Hufft served for 9 years as the Vice President of
Accounting at Amedisys, Inc., a publicly-traded home health and hospice company
Mr. Hufft, a licensed certified public accountant, also spent seven years in public
accounting, serving both public and privately-held clients in the banking,
healthcare and manufacturing sectors
B.S. Accounting –
Louisiana State University
Travis M. Lavergne,
Chief Credit Officer
Served as Executive Vice President and Chief Credit Officer since March, 2013 and
Chief Risk Management Officer since joining in July 2012
Prior to joining the Bank, Mr. Lavergne was a Senior Examiner at the Louisiana
Office of Financial Institutions from September 2005 to July 2012
B.S. Finance –
Louisiana State University
M.B.A. Southeastern Louisiana University
4


Accomplishments to Date
Key Areas Staffed with Experienced Bankers
Very Strong Growth Complemented by Two Successful Acquisitions
High Quality Organic Loan Portfolio
Nimble Institution Able to Shift Resources as Customers’ Demands Change
Firmly Established in Four Key Louisiana Markets
Since commencing operations in June 2006, Investar has successfully established a
profitable commercial bank in multiple growth markets:
5
Completed Initial Public Offering of 3.3 million shares generating net proceeds of
$41.7 million


Franchise Overview
Franchise History
6
June 2006
Chartered with an
initial capitalization of $10.1
million
2Q 2011
Opened two
additional branches in Baton
Rouge Market
May 2013
Entered the
Hammond market through the
acquisition of First Community
Bank
October 1, 2011
Acquired
South Louisiana Business Bank
July 2013
Entered Lafayette
market by opening a de novo
branch
December 2012
Entered the
New Orleans market through
the purchase of two closed
branch locations and hiring of
local bankers
May 2009
Opened second
branch in Baton Rouge
FY 2008
Achieved profitability
in second full year of
operations
July 2014
Completed initial
public offering of 3.3 million
shares
August 2014
Opened
additional branch in Baton
Rouge market


Franchise Overview
Branch Map
7
Current
Total Assets: $922 Million
11 full-service branches in the Baton
Rouge, New Orleans, Hammond, and
Lafayette markets
176 employees at June 30, 2015
One new branch opening in 2015
Institutional ownership 42%
Insider ownership 9%
5-year CAGRs¹
Assets –
38.3%
Loans –
35.6%
Deposits –
34.2%
(1)
For the five years ended December 31, 2014


Current Strategy
Management
Continue to add experienced bankers in new and existing markets
Market
Southern Louisiana focus with complementary new market expansion
Growth
Leverage existing infrastructure in four markets
Limited de novo branching
Opportunistic, disciplined acquisition strategy
Asset Quality
Loan portfolio diversity
Disciplined credit philosophy –
legacy delinquencies less than 1%
Profitability
Expected to increase as investment in infrastructure has already been made
8


Opportunistic Acquirer
Two whole bank transactions since 2011
Processes and infrastructure established to analyze selective opportunities going forward
9
Announced: June, 2011
Closed: October, 2011
1 Branch in Prairieville, LA
$31.5 million in gross loans¹
$38.6 million in deposits¹
Announced: January, 2013
Closed: May, 2013
2 Branches –
Hammond and Mandeville, LA
$77.5 million in gross loans¹
$86.5 million in deposits¹
Rationale
Entered Ascension Parish with 3.4% deposit
market share
Capital accretive
Management talent
Rationale
Recorded bargain purchase gain
Initial entrance into Hammond market plus
another location in the New Orleans MSA
South Louisiana Business Bank
First Community Bank
Focused on existing footprint and complementary markets in Southern Louisiana
60% of Louisiana-headquartered banks < $250 million in assets²
81% of Louisiana-headquartered banks < $500 million in assets²
Current Landscape
(1)
Based on fair values at time of closing
(2)
As of March 31, 2015


Growth Has Been the Story
Total Assets
+33%
+69%
+34%
Gross Loans
+43%
+38%
+66%
+34%
10
FCB Acquisition
FCB Acquisition
SLBB Acquisition
SLBB Acquisition
Note: Gray shading denotes the marked value of acquired assets and loans on date of the respective acquisitions of South Louisiana Bank (closed on October 1, 2011) and First Community Bank (closed on May 1, 2013)
+39%
+5%
+4%
HFS
HFS


Loan Composition
11
Loan Composition
Amount
%
Amount
%
Amount
%
Amount
%
Amount
%
Mortgage loans on real estate
Construction and land development
$20,271
$20,271
7.0%
7.0%
$63,170
$63,170
12.5%
12.5%
$71,350
$71,350
11.4%
11.4%
$70,927
$70,927
10.5%
10.5%
($423)
($423)
-0.1%
-0.1%
1-4 Family
54,813
54,813
19.0
19.0
104,685
104,685
20.8
20.8
137,519
137,519
22.1
22.1
153,118
153,118
22.7
22.7
$15,599
$15,599
11.3
11.3
Multifamily
1,750
1,750
0.6
0.6
14,286
14,286
2.8
2.8
17,458
17,458
2.8
2.8
21,260
21,260
3.2
3.2
$3,802
$3,802
21.8
21.8
Farmland
64
64
0.0
0.0
830
830
0.2
0.2
2,919
2,919
0.5
0.5
3,001
3,001
0.4
0.4
$82
$82
2.8
2.8
Commercial real estate
Owner occupied
52,533
52,533
18.2
18.2
78,415
78,415
15.6
15.6
119,668
119,668
19.2
19.2
129,825
129,825
19.3
19.3
$10,157
$10,157
8.5
8.5
Nonowner occupied
47,394
47,394
16.4
16.4
78,948
78,948
15.6
15.6
105,390
105,390
16.9
16.9
119,321
119,321
17.7
17.7
$13,931
$13,931
13.2
13.2
Commercial and industrial
15,319
15,319
5.3
5.3
32,665
32,665
6.5
6.5
54,187
54,187
8.7
8.7
56,485
56,485
8.4
8.4
$2,298
$2,298
4.2
4.2
Consumer
96,609
96,609
33.5
33.5
131,096
131,096
26.0
26.0
114,299
114,299
18.4
18.4
119,649
119,649
17.8
17.8
$5,350
$5,350
4.7
4.7
Total loans
$288,753
100%
100%
$504,095
$504,095
100%
100%
$622,790
$622,790
100%
100%
$673,586
$673,586
100%
100%
$50,796
$50,796
8.2%
8.2%
Loans held for sale
16,988
16,988
5,029
5,029
103,396
103,396
78,212
78,212
(25,184)
(25,184)
(24.4)
(24.4)
Total gross loans
$305,741
$509,124
$509,124
$726,186
$726,186
$751,798
$751,798
$25,612
$25,612
3.5%
3.5%
Increase/(Decrease)
2012
2013
2014
2015
December 31,
June 30,


Loan Composition
June 30, 2015
Business Lending Portfolio²
12
(1)
Total loans includes gross loans less loans held for sale
(2)
Business lending portfolio includes owner occupied CRE and C&I loans as of June 30, 2015
Total
Business
Lending
Portfolio
2
:
$186.3 million
Total Loans¹: $673.6 million
Yield on loans: 4.73%
52% of CRE is owner occupied


Credit Metrics
13
FCB Acquisition
NPAs / Total Loans + OREO
NCOs / Average Loans
Peers¹
Investar
Peers¹
Investar
(1)
Peer group consists of UBPR peers produced by the FFIEC and defined by a combination of asset size, number of branches and location in a Metropolitan Statistical Area.


Disciplined Lending
14
Reserves / Total Loans¹
,
²:  0.85%
Reserves / (Total Loans¹ –
Acquired):  0.91%
(Reserves + FV Marks) / Total Loans¹
,
²:  0.95%
Reserves
/
Total
Loans¹
,
²
Reserves / NPLs
Provision Expense / NCOs
NM
5
NM
NM
3
4
(1)
Total loans excludes loans held for sale and allowance for loan losses
(2)
Includes $41.1 million of loans from previous acquisitions that were marked-to-market as of June 30, 2015
(3)
Reserves/NPLs for December 31, 2011 was 6,236%
(4)
Reserves/NPLs for December 31, 2012 was 5,136%
(5)
Investar recorded net recoveries in FY 2012


Deposit Composition and Growth
Deposit Composition ¹
($706 million)
Total Deposits
2010 -
Present
Strategy
has
been
to
bring
in
customers
through
competitive
rates,
then
implement
an
aggressive
cross-sell
strategy
(1)
As of June 30, 2015
Cost
of
funds
of
interest
bearing
deposits:
0.84%
Growth in noninterest bearing deposits: 23%


Financial Highlights
16
(1)
Gross loans includes loans held for sale (HFS)
(2)
Efficiency ratio is a non-GAAP financial measure
Amounts in thousands, except share data
2015
2014
2014
2013
Financial Highlights
Total Assets
$921,855
$729,070
$879,354
$634,946
Gross Loans
(1)
$751,798
$596,106
$726,186
$509,124
Total Deposits
$706,007
$578,667
$628,118
$532,606
Total Stockholders' Equity
$106,873
$57,940
$103,384
$55,483
Shares Outstanding
7,293,209
3,945,753
7,262,085
3,945,114
Capital Ratios
Tangible Equity / Tangible Assets
11.29%
7.54%
11.76%
8.74%
Tier 1 Leverage Ratio
12.15%
8.37%
12.61%
9.53%
Total RBC Ratio
14.10%
10.46%
14.41%
11.51%
Asset Quality Ratios
NPAs / Total Assets
0.56%
0.65%
0.69%
0.79%
NPLs / Loans
0.40%
0.23%
0.54%
0.30%
Loan Loss Reserves / Total Loans
0.85%
0.69%
0.74%
0.67%
Loan Loss Reserves / NPLs
213.20%
296.24%
138.61%
227.00%
NCOs / Avg Loans
0.00%
0.03%
0.07%
0.09%
Performance Ratios
Net Income
$1,813
$1,067
$5,397
$3,168
ROAE
6.82%
7.45%
6.80%
6.10%
ROAA
0.82%
0.61%
0.73%
0.64%
Net Interest Margin
3.70%
3.85%
3.85%
4.10%
Efficiency Ratio
(2)
67.87%
73.85%
74.90%
78.07%
Per Share Data
Tangible Book Value per Share
$14.22
$13.86
$13.79
$13.24
Diluted Earnings per Share
$0.25
$0.26
$0.93
$0.81
Year Ended December 31,
Quarter Ended June 30,


Performance Metrics
17
Net Interest Margin
(1)
Return on average assets was adjusted for the bargain purchase gain recognized in 2013 and the net effect of the Company’s investment in a tax credit entity recognized in 2014.
Return on Average Assets


Performance Metrics
18
(1)
Efficiency ratio is a non-GAAP financial measure. The efficiency ratio was adjusted for the impairment related to the Company’s investment in a tax credit entity for the quarter and year ended December 31, 2014 and
for the bargain purchase gain recognized as a result of the acquisition of South Louisiana Business Bank for the year ended December 31, 2013.
Expense Ratios
74.5%
80.1%
74.3%
80.0%
72.8%
67.9%
3.19%
3.82%
3.65%
3.83%
3.32%
3.00%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
50.0%
60.0%
70.0%
80.0%
90.0%
100.0%
2010
2011
2012
2013
2014
Q2 2015
2010
2011
2012
2013
2014
Q2 2015
Employees
49
70
100
167
179
176
Locations
4
5
7
10
11
11
Year Ended December 31,


$715
$999
$2,361
$3,168
$5,397
$0.43
$0.47
$0.71
$0.81
$0.93
-$0.80
-$0.60
-$0.40
-$0.20
$0.00
$0.20
$0.40
$0.60
$0.80
$1.00
$500
$1,500
$2,500
$3,500
$4,500
$5,500
$6,500
2010
2011
2012
2013
2014
Profitability
+70%
+40%
+34%
+136%
19
Net Income and Earnings Per Share
$1,442
$2,008
$1,950
$1,813
$0.20
$0.28
$0.27
$0.25
-$0.80
-$0.60
-$0.40
-$0.20
$0.00
$0.20
$0.40
$0.60
$0.80
$1.00
$500
$1,500
$2,500
$3,500
$4,500
$5,500
$6,500
Q3 2014
Q4 2014
Q1 2015
Q2 2015


Investment Highlights
Strong historical balance sheet and earnings growth
Meaningful organic opportunities exist in market
Profitable with room to grow into current infrastructure
Clean asset quality
Experienced management team
Experienced, disciplined acquirer
Committed level of insider ownership
20


21
Appendix
*
*
*
*
*
*
*
*
*
*


Non-GAAP Financial Measures
22
Tangible book value per share, the ratio of tangible equity to tangible assets, and the efficiency ratio are not financial measures recognized under GAAP and, therefore, are
considered non-GAAP financial measures. Our management, banking regulators, many financial analysts and other investors use these non-GAAP financial measures to compare
the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the
purchase accounting method of accounting for mergers and acquisitions. Tangible equity, tangible assets, tangible book value per share or related measures should not be
considered in isolation or as a substitute for total stockholders’ equity, total assets, book value per share or any other measure calculated in accordance with GAAP. Moreover,
the manner in which we calculate tangible equity, tangible assets, tangible book value per share and any other related measures may differ from that of other companies
reporting measures with similar names. The following table reconciles, as of the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets
(on a GAAP basis) to tangible assets and calculates our tangible book value per share.
Dollar values in thousands except per share amounts
Three Months Ended
2010
2011
2012
2013
2014
2014 Q2
2015 Q2
Total Stockholders' Equity -
GAAP
$16,814
$35,166
$43,553
$55,483
$103,384
$57,940
$106,873
Adjustments
Goodwill
$0
$2,684
$2,684
$2,684
$2,684
$2,684
$2,684
Other Intangibles
$0
$155
$145
$573
$532
$552
$511
Tangible Equity
$16,814
$32,327
$40,724
$52,226
$100,168
$54,704
$103,678
Total Assets -
GAAP
$209,465
$279,330
$375,446
$634,946
$879,354
$729,070
$921,855
Adjustments
Goodwill
$0
$2,684
$2,684
$2,684
$2,684
$2,684
$2,684
Other Intangibles
$0
$155
$145
$573
$532
$552
$511
Tangible Assets
$209,465
$276,491
$372,617
$631,689
$876,138
$725,834
$918,660
Total Shares Outstanding
Book Value Per Share
$11.46
$12.82
$13.56
$14.06
$14.24
$14.68
$14.65
Effect  of Adjustment
$0.00
($1.03)
($0.88)
($0.82)
($0.45)
$0.82
($0.43)
Tangible Book Value Per Share
$11.46
$11.79
$12.68
$13.24
$13.79
$13.86
$14.22
Total Equity to Total Assets
8.03%
12.59%
11.60%
8.74%
11.76%
7.95%
11.59%
Effect of Adjustment
-
(0.90)
(0.67)
(0.47)
(0.33)
(0.41)
0.30
Tangible Equity to Tangible Assets
8.03%
11.69%
10.93%
8.27%
11.43%
7.54%
11.29%
Efficiency Ratio
Noninterest Expense
$6,195
$8,615
$11,645
$19,024
$24,384
$5,729
$6,682
Income before Noninterest Expense
$7,293
$10,116
$14,985
$23,340
$30,926
$7,310
$9,446
Provision
$1,019
$639
$685
$1,026
$1,628
$448
$400
Efficiency Ratio
74.5%
80.1%
74.3%
78.1%
74.9%
73.8%
67.9%
Year Ended December 31,


Income Statement
23
Three Months Ended
2010
2011
2012
2013
2014
2014 Q2
2015 Q2
INTEREST INCOME
Interest and fees on loans
$       9,082
$    10,877
$    13,968
$    21,686
$    29,979
$       7,119
$       8,646
Interest on investment securities
611
406
585
756
1,339
278
523
Other interest income
17
19
34
30
50
10
18
TOTAL INTEREST INCOME
9,710
11,302
14,857
22,472
31,368
7,407
9,187
INTEREST EXPENSE
Interest on deposits
3,194
2,445
2,361
3,204
4,273
1,050
1,299
Interest on borrowings
300
134
181
256
402
108
108
TOTAL INTEREST EXPENSE
3,494
2,579
2,542
3,460
4,675
1,158
1,407
NET INTEREST INCOME
6,216
8,723
12,042
19,012
26,694
6,249
7,780
PROVISION FOR LOAN LOSSES
1,019
639
685
1,026
1,628
448
400
NET
INTEREST
INCOME
AFTER
PROVISION
FOR
LOAN
LOSSES
5,197
8,084
11,360
17,986
25,066
5,801
7,380
NON-INTEREST INCOME
Service charges on deposit accounts
74
102
118
214
305
73
97
Gain on sale of investment securities, net
184
160
139
449
340
48
134
Net gain on sale of assets
-
55
36
346
1,892
1,026
1,084
Bargain purchase gain
-
-
-
906
-
-
-
Fee income on mortgage loans held for sale, net
1,733
1,569
3,131
2,843
2,119
89
210
Other operating income
105
146
201
596
1,204
273
541
TOTAL NON-INTEREST INCOME
2,096
2,032
3,625
5,354
5,860
1,509
2,066
INCOME BEFORE NON-INTEREST EXPENSE
7,293
10,116
14,985
23,340
30,926
7,310
9,446
NON-INTEREST EXPENSE
Salaries and employee benefits
3,538
4,909
7,461
11,772
14,565
3,491
3,971
Impairment on investment in tax credit entity
-
-
-
-
690
-
-
Operating expenses
2,657
3,706
4,184
7,252
9,129
2,238
2,711
TOTAL NON-INTEREST EXPENSE
6,195
8,615
11,645
19,024
24,384
5,729
6,682
INCOME BEFORE INCOME TAX EXPENSE
1,098
1,501
3,340
4,316
6,542
1,581
2,764
INCOME TAX EXPENSE
383
502
979
1,148
1,145
514
951
NET INCOME
715
$        
999
$        
2,361
$     
3,168
$     
5,397
$     
1,067
$     
1,813
$      
Basic earnings per share
0.51
$       
0.54
$       
0.79
$       
0.86
$       
0.98
$       
0.27
$       
0.25
$        
Diluted earnings per share
0.43
$       
0.47
$       
0.71
$       
0.81
$       
0.93
$       
0.26
$       
0.25
$        
Year Ended December 31,