8-K

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 earliest event reported: December 11, 2018

Reliant Bancorp, Inc.

 (Exact Name of Registrant as Specified in its Charter)

Tennessee	001-37391	37-1641316
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1736 Carothers Parkway, Suite 100 Brentwood, Tennessee	37027
(Address of Principal Executive Offices)	(Zip Code)

(615) 221-2020

(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):

☐  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging growth company

If an emerging growth company, indicate by check mark 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.  ☐

Item 7.01          Regulation FD Disclosure.

During December 2018, members of the management team from Reliant Bancorp, Inc. (the “Company”) will be conducting non-deal roadshow (“NDR”) meetings with investors.  As part of the Company’s presentation at the NDR meetings, the Company will present slides.  A copy of the slide presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The slide presentation is also available on the Company’s website at: http://www.snl.com/IRW/Presentations/4206855.

The information contained in this Item 7.01 and in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any filings made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01          Financial Statements and Exhibits.

          (d)           Exhibits

                          99.1        Third Quarter 2018 Investor Presentation by Reliant Bancorp, Inc.

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.

	RELIANT BANCORP, INC.
Date: December 11, 2018
	/s/        DeVan D. Ard, Jr.
	DeVan D. Ard, Jr.
	Chairman, President, and Chief Executive Officer

EXHIBIT INDEX

Exhibit

Number                     Description of Exhibit(s)

99.1                            Third Quarter 2018 Investor Presentation by Reliant Bancorp, Inc.

EX-99.1

Exhibit 99.1

 December 2018  Q4 2018 Investor Presentation 

 Safe Harbor Statements    Forward Looking StatementsThis presentation includes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to various risk factors, including those set forth from time to time in our filings with the SEC. You should not place undue reliance on forward-looking statements and we undertake no obligation to update any such statements. The words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Reliant Bancorp to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: (i) the possibility that our asset quality would decline or that we experience greater loan losses than anticipated; (ii) increased levels of other real estate, primarily as a result of foreclosures; (iii) the impact of liquidity needs on our results of operations and financial condition; (iv) competition from financial institutions and other financial service providers; (v) the risk that the cost savings and any revenue synergies from our merger with Community First, Inc. (“Community First”) may not be realized or take longer than anticipated to be realized; (vi) the effect of the announcement or completion of the Community First merger on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); (vii) the risk that integration of Community First’s operations with those of Reliant Bancorp will be materially delayed or will be more costly or difficult than expected; (viii) the amount of costs, fees, expenses, and charges related to the Community First merger; (ix) reputational risk and the reaction of the parties’ customers, suppliers, employees or other business partners to the Community First merger; (x) general competitive, economic, political and market conditions, including economic conditions in the local markets where we operate; (xi) the impact of negative developments in the financial industry and U.S. and global capital and credit markets; (xii) our ability to retain the services of key personnel; (xiii) our ability to adapt to technological changes; (xiv) risks associated with litigation, including the applicability of insurance coverage; (xv) the vulnerability of Reliant Bank’s digital network and online banking portals, and the systems of parties with whom Reliant Bancorp and Reliant Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xvi) changes in state and federal legislation, regulations or policies applicable to banks, including regulatory or legislative developments; (xvii) adverse results (including costs, fines, reputational harm and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or regulatory actions; (xviii) general competitive, economic, political and market conditions.   Non-GAAP Financial MeasuresThis presentation contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (GAAP) and, therefore, are considered non-GAAP financial measures. Members of Reliant’s management use these non-GAAP financial measures in their analysis of the Company’s performance, financial condition, and efficiency of operations. Management of Reliant believes that these non-GAAP financial measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods, and demonstrate the effects of significant gains and charges in the current period. Management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding underlying operating performance and the analysis of ongoing operating trends. However, the non-GAAP financial measures discussed herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which the non-GAAP financial measures discussed herein are calculated may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar to, or with names similar to, the non-GAAP financial measures we have discussed herein when comparing such non-GAAP financial measures.This presentation contains certain non-GAAP financial measures, including, without limitation, tangible assets, tangible book value, tangible common equity, tangible common equity to assets, efficiency ratio, adjusted income return on average assets, and return on tangible common equity. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures are provided in the appendix to this presentation. 

 Reliant Bank Franchise Overview  Source: S&P Global Market Intelligence Financial data as of or for the three months ended 9/30/18; ownership data as of most recent available; pricing data as of 11/12/18Refer to appendix for “Reconciliation of non-GAAP financial measures”Community bank defined as institutions with total assets less than $10 billion  Q3 ‘18 Financial Summary  Commercially oriented bank headquartered in Brentwood, Tennessee Focused on fast growing Middle Tennessee markets coupled with recent expansion into Chattanooga, Tennessee11th largest bank by deposits in the Nashville MSA and 3rd largest community bank(2) by deposits headquartered in the Nashville MSAConcentrated on building in-market banking relationships; 80% of top 50 loan relationships have related deposits at the bankExperienced management team with extensive local market knowledge12.3% insider ownership amongst management and the board of directors  Key Franchise Highlights                                Branch Network    HAMILTON  Chattanooga                    Columbia  MAURY    Full Service Branch (16)Mortgage LPO (1)Chattanooga (Q4)       

 Our History  Source: S&P Global Market Intelligence and Company Filings        2006  2014  2015  2017    1/9/2006Reliant Bank established  4/1/2015CUBN and Reliant close merger. $791 million in assets  4/28/2014CUBN and Reliant announce merger  7/7/2015Stock begins trading on Nasdaq  3/6/2017Opened Green Hills branch in Davidson County      Total Assets($mm)  Reliant Bank  Commerce Union Bank    2012  2013  2014  2015  2017  2016  2011  2010  2009  2008  2007  2006      $385  $385  $450  $363  $379  $382  $317  $205  $111  $232  $253  $296  $209  $187  $148  $133  $98  $35    $876  $912  $1,125        2/21/2017Expansion into Chattanooga    8/14/2006Commerce Union Bank established  6/30/2017Surpassed$1 billion in assets    8/23/2017Announced Merger with Community First & $25 million Private Placement    Q3 ‘18  $1,684  2018    1/1/2018Completed Merger with Community First      12/31/2017Officially rebranded as Reliant Bancorp, Inc.     

 Experienced Management Team  Source: S&P Global Market Intelligence  DeVan D. Ard, Jr.Chairman, President & CEO  Former Area Executive in Middle Tennessee at AmSouth BankFounder of Reliant Bank in 2006 37 years of banking experience / 13 years at RBNC / 19 years in Middle TN  James Daniel Dellinger CFO  Former Chief Financial Officer at Premier Bank of BrentwoodFormer Chief Financial Officer at Erwin National Bank26 years of banking experience / 12 years at RBNC / 21 years in Middle TN  Louis E. HollowayExecutive VP, COO  Executive Vice President – Chief Operating Officer since January 2018Former Chief Executive Officer of Community First, Inc.42 years of banking experience / <1 year at RBNC / 32 years in Middle TN  Alan MimsExecutive VP, CCO  Eddie GammonExecutive VP, Director of Operations  Kim YorkExecutive VP, CSO  John R. WilsonExecutive VP, CLO  Executive Vice President – Chief Credit Officer since December 2017Former Senior Examiner and Case Manager for the Federal Reserve Bank of Atlanta29 years of banking experience / 1 year at RBNC / 1 year in Middle TN  Executive Vice President – Director of Operations since March 2016Former Senior Vice President of Operations at IBERIABANKFormer Senior Vice President – Director of Deposit Operations at Avenue Bank33 years of banking experience / 2 years at RBNC / 3 years in Middle TN  Executive Vice President – Chief Loan Officer Former Spring Hill Market President for Cumberland Bank29 years of banking experience / 12 years at RBNC / 29 years in Middle TN  Executive Vice President – Chief Strategy Office since March 2017Former Senior Vice President and Chief Marketing Officer at Ascend Federal Credit Union23 years of banking experience / 2 years at RBNC / 23 years in Middle TN               

 Nashville Deposit Market Share  Dollars in millionsSource: S&P Global Market IntelligenceDeposit market share data as of 6/30/18Community bank defined as an institution with less than $10 billion in total assetsPercent of total deposits in the Nashville MSA  Top 25 Deposit Market Share 

 Nashville MSA Demographics  Source: S&P Global Market Intelligence, Bureau of Labor Statistics, Nashville Area Chamber of Commerce, U.S. Census Bureau- 2016RBNC deposit data weighted by county  Nashville Market Highlights    2024 Median Household Income (HHI) ($)  ‘19 – ‘24 Projected HHI Growth (%)  ‘19 – ‘24 Projected Population Growth (%)  ScaleThe Nashville MSA is expected to surpass the current size of Austin, Charlotte, Portland, and Denver regions by 2035, with a population of 2.6 millionThe Nashville MSA is the 8th largest Southeast metropolitan area with a population exceeding 1.9 million as of July 2018The Nashville region gained 69 net new people per day on average in 2016Population grew approximately 11.9% from 2012 through 2018 at 1.90% annually Unemployment rate of 3.0% is below the national average of 3.7% as of September 2018Median HHI growth of 16.5% from 2000-2012Strong Business EnvironmentPersonal state income tax: 0.0%Ranked 3rd in “The Best Big Cities for Jobs 2017” 7th on Forbes’ list of fastest-growing cities of 2018Ranked 1st on Forbes’ list for metro area job growth in professional and business services (2017)Historic success in landing major brand-name corporate relocations including Nissan North America, Dell Computer, Caterpillar Financial, Ford Motor Credit, and AllianceBernstein (2018)Home to 14 Fortune 1000 companies, including 5 Fortune 500 headquartersRecent announcements by Amazon and E&Y to bring 5,600 jobs to NashvillePassionate Sports Fan Base Nashville PredatorsTennessee Titans     (1)  (1)  (1) 

 Projected Population Growth by County  Projected Population Growth by 2030      Source: Boyd Center for Business and Economic Research, University of Tennessee, Knoxville - September 2017Deposit market share data as of 6/30/18; pro forma for announced transactions  TN County Ranking  1  2  5  9  10  14  25  54  Market Share Rank  7  NA  8  2  4  26  NA  1 

 Growing and Diversified Lending Platform  Source: S&P Global Market Intelligence, Company documentsData as of or for the three months ended 9/30/18Note: Loan portfolio composition utilizes call report categories based on collateral type(1) Based upon non-owner occupied CRE portfolio as of 9/30/18   Loan Portfolio Composition  Loans Held for Investment ($mm)  Commercial Real Estate Portfolio (1)  C&D Portfolio 

 Asset Quality  Source: S&P Global Market IntelligenceData as of or for the three months ended each respective quarterData has been annualized  Nonperforming Assets  Net Charge Offs (recoveries) / Average Loans (%) (1) 

 Deposit Portfolio  Dollars in millionsSource: S&P Global Market Intelligence; Company DocumentsData as of or for the three months ended each respective quarter  Deposit Composition – 9/30/18  Demand Deposits ($mm)  Total Deposits ($mm) & Cost of Deposits (%) 

 Reported ROAA (%)  Historical Profitability Trends   Source: S&P Global Market Intelligence, Company Documents Data as of or for the three months ended each respective quarterRefer to appendix for “Reconciliation of non-GAAP financial measures”  Adjusted ROAA (1) (%)  Reported ROTCE (%)  Adjusted ROTCE (1) (%) 

 Net Interest Margin (1) (%)  Historical Profitability Trends   Source: S&P Global Market Intelligence, Company Documents Data as of or for the three months ended each respective quarterNet interest margin is defined as net interest income calculated on a tax-equivalent basis divided by average earning assets Per segment reporting; excludes impact of mortgage joint venture  Retail Banking Non-Interest Income (2) / Average Assets (%)  Retail Banking Efficiency Ratio (2) (%)  Retail Banking Non-Interest Expense (2) / Average Assets (%) 

 Capital & Liquidity Position  TCE / TA (1) (%)  Gross Loans / Deposit Ratio (%)  Leverage Ratio (%)  Total Risk Based Capital Ratio (%)  Source: S&P Global Market IntelligenceData as of or for the three months ended each respective quarterRefer to appendix for “Reconciliation of non-GAAP financial measures”  

 Reported Quarterly EPS ($)  Focused on Delivering Shareholder Value  Adjusted Quarterly EPS (1) ($)  Tangible Book Value per Share (1) ($)  Dividends per Share ($)  Source: S&P Global Market IntelligenceData as of or for the three months ended each respective quarterRefer to appendix for “Reconciliation of non-GAAP financial measures”  

 Our Strategy for 2018  Maintain focus on organic growthCore deposit growth / deposit mixFull service offices in Murfreesboro (Q3) and Chattanooga (Q4)Add lending talent in key growth marketsCommitment to superior asset qualityImprove operating efficiency following Community First integrationExpand digital channelStrategic M&A opportunities   

 Appendix 

 Reconciliation of Non-GAAP Financial Measures  * Net of taxes as reported in company documents 

 Reconciliation of Non-GAAP Financial Measures (cont.)   

 Reconciliation of Non-GAAP Financial Measures (cont.)  Excludes impact of mortgage joint venture  

 Reconciliation of Non-GAAP Financial Measures (cont.)  Excludes impact of mortgage joint venture