As filed with the Securities and Exchange Commission on April 23, 2021

Registration No. 333-254212

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

PRE-EFFECTIVE

AMENDMENT NO. 1

TO THE

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TC BANCSHARES, INC.

(Exact name of registrant as specified in its articles of incorporation)

 

 

 

Georgia		6035		86-2650449
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

131 South Dawson Street, Thomasville, Georgia 31792 (229) 226-3221

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Gregory H. Eiford

President/Chief Executive Officer

TC Bancshares, Inc.

PO Box 1197

Thomasville, Georgia 31799

(229) 226-3221

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Robert D. Klingler, Esq. Bryan Cave Leighton Paisner LLP 1201 West Peachtree Street, NW, Suite 1400 Atlanta, Georgia 30309-3488 (404) 572-6600		Ross Bevan, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, DC 20007 (202) 295-4500

 

 

Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ❑

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ❑

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ❑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 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 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered		Proposed maximum offering price per unit(1)		Proposed maximum aggregate offering price(1)		Amount of registration fee
Common Stock, $0.01 par value per share		6,215,750		$10.00		$62,157,500		$6,782.00(2)

(1)	Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(2)	Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 23, 2021

 

TC Bancshares, Inc.

Up to 5,405,000 Shares of Common Stock

(Subject to increase to up to 6,215,750 shares)

 

 

TC Bancshares, Inc., a Georgia corporation and the proposed holding company for TC Federal Bank, is offering shares of its common stock for sale at $10.00 per share on a best efforts basis in connection with the conversion of TC Federal Bank from the mutual to stock form of organization. There is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol “TCBC” upon conclusion of the stock offering. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

We are first offering the shares of common stock in a “subscription offering” to eligible depositors and borrowers of TC Federal Bank and to our employee stock ownership plan. Depositors who had accounts with aggregate balances of at least $50 at the close of business on December 31, 2019 will have first priority to purchase shares of common stock of TC Bancshares, Inc. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering.” To the extent any shares offered for sale are not purchased in the subscription or community offerings, they may be sold in a “syndicated offering” to be managed by Performance Trust Capital Partners, LLC. We must sell a minimum of 3,995,000 shares in order to complete the offering. We may sell up to 6,215,750 shares to reflect demand for the shares or changes in market conditions following the commencement of the offering, without resoliciting subscribers.

The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered by any person in the offering, or persons exercising subscription rights through a single deposit account, is 30,000 shares, and no person together with an associate or group of persons acting in concert may purchase more than 40,000 shares.

The offering is scheduled to expire at 4:00 p.m., Eastern Time on [date], 2021. We may extend the expiration date without notice to you, until [date], 2021, or such later date as the Office of the Comptroller of the Currency may approve, which may not be beyond [date, year]. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [date], 2021, or the number of shares of common stock to be sold is increased to more than 6,215,750 shares or decreased to less than 3,995,000 shares. If the offering is extended beyond [date], 2021, all subscribers will be notified and given an opportunity to confirm, cancel or change their orders. If you do not respond to this notice, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 6,215,750 shares or decreased to less than 3,995,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest. Funds submitted for the purchase of shares in the offering will be held in a segregated account at TC Federal Bank and will earn interest at 0.05% per annum until completion or termination of the offering.

Performance Trust Capital Partners, LLC will use its best efforts to assist us in selling our common stock, but is not obligated to purchase any of the common stock that is being offered for sale. In addition, officers and directors may participate in the solicitation of offers to purchase common stock in reliance upon Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. Subscribers will not pay any commissions on shares of common stock purchased in the offering.

 

 

OFFERING SUMMARY

Price: $10.00 per share

 

		Minimum				Midpoint				Maximum				Adjusted Maximum
Number of shares			3,995,000				4,700,000				5,405,000				6,215,750
Gross offering proceeds		$	39,950,000			$	47,000,000			$	54,050,000			$	62,157,500
Estimated offering expenses, excluding selling agent fees and expenses		$	773,500			$	773,500			$	773,500			$	773,500
Estimated selling agent fees and expenses (1)		$	450,988			$	532,063			$	613,138			$	706,369
Estimated net proceeds (1)		$	38,725,512			$	45,694,437			$	52,663,362			$	60,677,631
Estimated net proceeds per share (1)		$	9.69			$	9.72			$	9.74			$	9.76

 

(1)

The figures shown assume that all shares are sold in the subscription and the community offering, for which a selling agent fee of 1.25% of the aggregate dollar amount such shares would apply, and include reimbursable expenses but excludes stock information center fees and expenses which are payable to Performance Trust Capital Partners, LLC, which are included in estimated offering expenses. See “The Conversion and Offering-Plan of Distribution; Selling Agent and Underwriting Compensation” for a discussion of Performance Trust Capital Partners, LLC’s compensation for this offering and the compensation to be received by Performance Trust Capital Partners, LLC and the other broker-dealers who may participate in a syndicated offering. If all shares of common stock were sold in the syndicated offering, for which a selling agent fee of 5.5% of the aggregate dollar amount of such shares would apply, excluding shares expected to be purchased by our insiders and by our employee stock ownership plan, for which no selling agent fee will be paid, the maximum selling agent fees and expenses would be $2.0 million, $2.3 million, $2.7 million and $3.1 million at the minimum, midpoint, maximum and adjusted maximum levels of the offering, respectively.

 

 

This investment involves a degree of risk, including the possible loss of principal. Please read the “Risk Factors ” beginning on page 1.

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

Performance Trust Capital Partners, LLC

For assistance, please contact the Stock Information Center at [phone number].

The date of this prospectus is [prospectus date].

 

TABLE OF CONTENTS

 

SUMMARY			i
RISK FACTORS			1
SELECTED FINANCIAL AND OTHER DATA			14
RECENT DEVELOPMENTS			16
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			20
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING			22
OUR POLICY REGARDING DIVIDENDS			24
MARKET FOR THE COMMON STOCK			25
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE			26
CAPITALIZATION			27
PRO FORMA DATA			29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TC FEDERAL BANK			33
BUSINESS OF TC BANCSHARES, INC.			49
BUSINESS OF TC FEDERAL BANK			49
TAXATION			70
SUPERVISION AND REGULATION			72
MANAGEMENT			82
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS			92
THE CONVERSION AND OFFERING			93
RESTRICTIONS ON THE ACQUISITION OF TC BANCSHARES,  INC. AND TC FEDERAL BANK			112
DESCRIPTION OF CAPITAL STOCK OF TC BANCSHARES, INC.			115
TRANSFER AGENT AND REGISTRAR			116
LEGAL AND TAX MATTERS			116
EXPERTS			116
WHERE YOU CAN FIND MORE INFORMATION			117
REGISTRATION REQUIREMENTS			117
INDEX TO FINANCIAL STATEMENT OF TC FEDERAL BANK			F-1

 

 

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RISK FACTORS

 

Risks Related to Our Business

Risks Related to the COVID-19 Pandemic and the Associated Economic Slowdown.

The ongoing global COVID-19 outbreak could harm our business and results of operations, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.

In March 2020, the World Health Organization declared the coronavirus to be a pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of COVID-19 on our business and on our customers, and there is no guarantee that our efforts to address the adverse impacts of the coronavirus will be effective. Global health concerns relating to COVID-19 and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty and reduced economic activity. The impact to date has included periods of significant volatility in financial, commodities and other markets. This volatility, if it continues, could have an adverse impact on our customers, our borrowers and on our business, financial condition and results of operations. We may also incur additional costs to remedy damages caused by business disruptions.

Additionally, actions by U.S. federal, state and foreign governments to address the pandemic, including travel bans and school, business and entertainment venue closures, may also have a significant adverse effect on the markets in which we conduct our business. The extent of impacts resulting from the coronavirus pandemic and other events beyond our control and will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus pandemic and actions taken to contain the coronavirus or its impact, among others.

A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of nonperforming loans, which could adversely affect our operations, financial condition and earnings.

Local economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions could have the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations:

 

•

demand for our products and services may decline;

 

•

loan delinquencies, problem assets and foreclosures may increase;

 

•

collateral for loans, especially real estate, may decline in value, thereby reducing customers’ future borrowing power, and reducing the value of assets and collateral associated with existing loans; and

 

•

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

 

1

Moreover, a significant decline in general economic conditions caused by pandemics, inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Risks Related to Lending Activities.

We originate commercial and multi-family real estate, commercial and industrial, and construction and land development loans, which involve credit risks that could adversely affect our financial condition and results of operations.

At December 31, 2020, commercial real estate loans totaled $72.7 million, or 27.2% of our loan portfolio, commercial and industrial loans totaled $29.6 million, or 11.1% of our loan portfolio, construction and land development loans totaled $30.0 million, or 11.2% of our loan portfolio and multi-family loans totaled $15.1 million, or 5.7% of our loan portfolio. Given their larger balances and the complexity of the underlying collateral, commercial and multi-family real estate, construction and land development loans, and commercial and industrial loans generally have more risk than the one- to four-family residential real estate loans we originate. Because the repayment of commercial real estate and commercial and industrial loans depends on the successful management and operation of the borrower’s properties or related businesses, repayment of such loans can be affected by adverse conditions in the local real estate market or economy. Because construction and development loans rely on the demand for lots and housing, the ability of developers to repay loans can be impacted by the economy’s impact on consumers. A downturn in the real estate market or the local economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of nonperforming loans. Further, unlike residential mortgage loans, commercial and industrial loans may be secured by collateral other than real estate, such as inventory and accounts receivable, the value of which may depreciate over time, may be more difficult to appraise and may be more susceptible to fluctuation in value at default. A downturn in the economy may also impact landlords’ ability to retain and find new tenants in non-owner-occupied real estate properties. In addition, the physical condition of non-owner-occupied properties may be below that of owner-occupied properties due to lax property maintenance standards, which have a negative impact on the value of the collateral properties. As our commercial and multi-family real estate and commercial and industrial loan portfolios increase, the corresponding risks and potential for losses from these loans may also increase.    

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

In originating loans, there is a substantial likelihood that we will experience credit losses. The risk of loss will vary with, among other things, general economic conditions, the type of loan, the creditworthiness of the borrower over the term of the loan, and, in the case of a collateralized loan, the quality of the collateral for the loan. We maintain an allowance for loan losses, which is established through a provision for loan losses that represents management’s best estimate of probable losses within the existing portfolio of loans. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the adequacy of the allowance for loan losses, we rely on our experience and our evaluation of economic conditions. If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio and adjustment may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. Consequently, a problem with one or more loans could require us to significantly increase the level of our provision for loan losses. In addition, federal regulators periodically review our allowance for loan losses and as a result of such reviews, we may have to adjust our allowance for loan losses or recognize further loan charge-offs. However, regulatory agencies are not directly involved in the process of establishing the allowance for loan losses, as the process is our responsibility and any adjustment of the allowance is the responsibility of management. Material additions to the allowance would materially decrease our net income.

The Financial Accounting Standards Board (“FASB”) adopted a new credit loss accounting standard applicable to all banks, savings banks, credit unions, and financial holding companies, regardless of size and will be effective for TC Federal Bank for our fiscal year beginning on January 1, 2023. The Current Expected Credit Loss

 

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(“CECL”) rules change the current method of providing allowances for loan and lease losses (“ALLL”), which we expect may require us to increase our allowance for loan losses, and to greatly increase the data we would need to collect and review to determine the appropriate level of the ALLL. Under CECL, the allowance for credit loss is an estimate of the expected credit losses on financial assets measured at amortized cost, which is measured using relevant information about past events, including historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. CECL requires an allowance to be created upon the origination or acquisition of a financial asset measured at amortized cost. Any increase in our ALLL, or expenses incurred to determine the appropriate level of the ALLL, may have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Business Strategy.

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in assets, deposits and the scale of our operations. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in opening branches and expanding lending capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion, if done without proper due diligence and consideration of unexpected outcomes, could be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in the opening of new branches.

We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

We are dependent upon the services of the members of our senior management team who direct our strategy and operations. Members of our senior management team, or lending personnel who possess expertise in our markets and key business relationships, could be difficult to replace. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. We currently have a comprehensive succession plan in place for key members of our senior management team. See “Management.”

Risks Related to Interest Rates.

A continuation of the historically low interest rate environment and the possibility that we may access higher-cost funds to support our loan growth and operations may adversely affect our net interest income and profitability.

In recent years the Federal Reserve Board’s policy has been to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. Our ability to reduce our interest expense may be limited over time as we reach historically low rate levels, as the consumer may ultimately choose to seek higher-yielding investments elsewhere. Earnings could be adversely affected if the interest rates received on loans and investment securities fall more quickly than the interest rates paid on deposits and borrowings. Simultaneously, at current interest rate levels our interest-earning assets may continue to decrease and our interest expense may increase as we find it necessary to potentially access non-core funding sources or increase deposit rates to fund our operations. A continuation of a low interest rate environment or our increasing our cost of funds may adversely affect our net interest income, and therefore earnings, which would have an adverse effect on our profitability.

 

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Future changes in interest rates could reduce our profits and asset values.

Net income is the amount by which net interest income and non-interest income exceeds non-interest expense, provision for loan losses, and taxes. Net interest income makes up a majority of our income and is based on the difference between:

 

•

the interest income we earn on interest-earning assets, such as loans and securities; and

 

•

the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

The rates we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like many savings institutions, our liabilities generally have shorter contractual maturities than our assets. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower interest rates.

In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates results in increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a financial institution’s net interest margin and create financial risk for financial institutions who originate longer-term, fixed rate mortgage loans.

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Changes in the level of interest rates also may negatively affect the value of our assets and ultimately affect our earnings.

Risks Related to Competitive Markets.

Strong competition within our market areas may limit our growth and profitability.

Competition in the banking and financial services industry is intense and we experience strong competition from many other financial institutions as well as financial technology companies (“fintechs”). In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms and unregulated or less regulated non-banking entities, operating locally and elsewhere. Because technology and other changes have lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, we also compete with fintechs seeking to disrupt conventional banking markets. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. Fintechs have and may continue to offer bank or bank-like products and a number of fintechs have applied for bank or industrial loan charters. In addition, other fintechs have partnered with existing banks to allow them to offer deposit products to their customers. Many of these competitors have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates on more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. Our profitability depends upon our continued ability to successfully compete in our market area. If we must raise interest rates paid on deposits or lower interest rates charged on our loans, our net interest margin and profitability could be adversely affected.

 

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The financial services industry could become even more competitive as a result of new legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. For additional information see “Business of TC Federal Bank—Market Area” and “—Competition.”

Our asset size makes it more difficult for us to compete.

Our asset size makes it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Our ability to diversify economic risks is limited by our own local markets and economies. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. In addition, our smaller customer base may make it difficult to generate meaningful non-interest income from such activities as securities and insurance brokerage. Finally, compared to larger institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

Risks Related to Laws and Regulations.

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

TC Federal Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, and TC Bancshares, Inc. will be subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such supervision and regulation governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors and borrowers of TC Federal Bank, rather than for our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firms. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) has significantly changed the regulation of banks and savings institutions and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies have been given significant discretion in drafting the implementing rules and regulations, many of which are not in final form. As a result, we cannot at this time predict the full extent to which the Dodd-Frank Act will impact our business, operations or financial condition. However, compliance with the Dodd-Frank Act and its implementing regulations and policies has already resulted in changes to our business and operations, as well as additional costs, and has diverted management’s time from other business activities, all of which have adversely affected our financial condition and results of operations.

 

5

Uncertainty exists with regard to regulation of holding companies of covered savings associations.

Effective July 1, 2019, TC Federal Bank qualified as a “covered savings association” and elected to hold such status. On May 24, 2019, the Office of the Comptroller of the Currency issued a final rule and outlined nature and powers of a covered savings association as well as the applicable regulatory structure. Although as a covered savings association we are subject to the same reporting and regulatory requirements as a federal savings bank, neither the Office of the Comptroller of the Currency nor the Federal Reserve Board has adopted regulations on the treatment of covered savings association holding companies. Based on guidance from the Federal Reserve Board, TC Bancshares, Inc. will be the bank holding company of a covered savings association. However, ambiguity remains on the ongoing treatment and regulation of such entities.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on conducting acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations.

We have become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios and define what constitutes “capital” for calculating these ratios. The minimum capital requirements are: (1) a common equity Tier 1 capital ratio of 4.5%; (2) a Tier 1 to risk-based assets capital ratio of 6%; (3) a total capital ratio of 8%; and (4) a Tier 1 leverage ratio of 4%. The regulations also require unrealized gains and losses on certain “available-for-sale” securities holdings to be included for calculating regulatory capital requirements unless a one-time opt out is exercised. We elected to exercise our one-time option to opt out of the requirement to include certain “available-for-sale” securities holdings for calculating our regulatory capital ratios. The regulations also establish a “capital conservation buffer” of 2.5%, resulting in the following minimum ratios: (1) a common equity Tier 1 capital ratio of 7.0%, (2) a Tier 1 to risk-based assets capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, repurchasing its shares, and paying discretionary bonuses, if its capital levels fall below the buffer amount.

The federal banking agencies proposed a rule to establish for institutions with assets of less than $10 billion that meet other specified criteria a “community bank leverage ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) of 9% that such institutions may elect to utilize in lieu of the generally applicable leverage and risk-based capital requirements under the Basel Committee on Banking Supervision (“Basel III”). A “qualifying community bank” with capital exceeding 9% will be considered compliant with all applicable regulatory capital and leverage requirements, including the requirement to be “well capitalized.” The rule was adopted in final form, effective January 1, 2020. The CARES Act lowered the community bank leverage ratio to 8%, with federal regulation making the reduced ratio effective April 23, 2020. Another rule was issued to transition back to the 9% community bank leverage ratio by increasing the ratio to 8.5% for calendar year 2021 and to 9% thereafter.

We have analyzed the effects of these new capital requirements, and we believe that TC Federal Bank meets all of these new requirements, including the full 2.5% capital conservation buffer. Furthermore, TC Federal Bank runs an annual stress test on its loan portfolio to determine its ability to maintain the full capital conservation buffer in the event of heightened loan losses similar or greater than those experienced by banking peers in the Great Recession. See “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.”

 

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Risks Related to Operational Matters.

We face significant operational risks because the financial services business involves a high volume of transactions and increased reliance on technology, including risk of loss related to cyber-security breaches.

We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions and to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and others and concerning our own business, operations, plans and strategies. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative publicity. In addition, we outsource some of our data processing to certain third-party providers. If these third-party providers encounter difficulties, including as a result of cyber-attacks or information security breaches, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected.

In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, disruptions or failures in the physical infrastructure or operating systems that support our business and customers, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, customer attrition, the inability of our customers to transact business with us, violations of applicable privacy and other laws, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.

The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of this offering, we will become a public reporting company. We expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”) requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the Securities and Exchange Commission. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management’s attention from our operations.

Risks Related to Accounting Matters.

Changes in accounting standards could affect reported earnings.

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.

 

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Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing this prospectus as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. The Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for loan losses and our determinations with respect to amounts owed for income taxes. The uncertainty surrounding the lasting effects of the COVID-19 pandemic may negatively impact results, and our management team’s assumptions may not account for such effects.

We have a significant amount of net operating losses that we may not be able to utilize.

During the great recession, we generated significant net operating losses and unrealized tax losses (collectively, “NOLs”). As of December 31, 2020, we had an estimated federal NOL carryforward of $8.6 million and an estimated state NOL carryforward of $8.9 million, and recognized a deferred tax asset of $2.2 million related to NOL carryforwards. These NOLs generally may be carried forward for a 20-year period to offset future taxable income and reduce our federal and state income tax liability, respectively. Our federal and state NOL carry-forwards begin to expire in 2031 unless previously utilized.

As a result of our conversion from mutual to stock form of ownership and our contemporaneous stock offering, it is possible that we would incur an “ownership change” under Section 382 of the Internal Revenue Code (“Section 382”). An ownership change will occur if after the conversion, the persons who are considered “owners” of TC Federal Bank before the conversion own less than 50% of our holding company’s stock immediately after the conversion. In addition, an ownership change will occur if, over a rolling three-year period, the percentage of the common stock of TC Bancshares, Inc. owned by shareholders holding 5% or more of our common stock has increased by more than 50% over the lowest percentage of common stock owned by such shareholders during the three-year period. In general, if a company incurs an ownership change under Section 382, the company’s ability to utilize an NOL carryforward to offset its taxable income becomes limited to a certain amount per year. This limitation is computed by multiplying the company’s fair market value immediately before the ownership change by a rate equal to the long-term tax-exempt rate for the month in which the ownership change occurs.

If we are unable to fully utilize the NOL carryforwards to reduce our taxable income prior to their expiration, either because of insufficient taxable income or a limitation imposed under Section 382, we will need to write off any remaining deferred tax asset and will incur additional income tax liability, which would adversely affect our results of operations.

Other Risks related to Our Business.

Legal and regulatory proceedings and related matters could adversely affect us.

We have been and may in the future become involved in legal and regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial cost and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, brand or image, or our financial condition and results of our operations.

We are subject to environmental liability risk associated with lending activities or properties we own.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these

 

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properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform appropriate environmental due diligence when originating loans secured by certain types of commercial properties, may not be sufficient to detect all potential environmental hazards, particularly at the point of foreclosure, if necessary. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

Natural disasters, acts of terrorism and other external events could harm our business.

Natural disasters can disrupt our operations, result in damage to our properties, reduce or destroy the value of the collateral for our loans and negatively affect the economies in which we operate, which could have a material adverse effect on our results of operations and financial condition. A significant natural disaster, such as a hurricane, pandemic, tornado, earthquake, fire or flood, could have a material adverse impact on our ability to conduct business, and our insurance coverage may be insufficient to compensate for losses that may occur. Acts of terrorism, war, civil unrest, violence, pandemics or human error could cause disruptions to our business or the economy as a whole. While we have established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations and financial condition.

We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected, by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and, therefore, our operating results may be materially adversely affected.

We may be required to transition from the use of LIBOR interest rate index in the future.

Certain of our investment securities are currently indexed to LIBOR to calculate the loan interest rate. The continued availability of the LIBOR index is not guaranteed after 2021. We cannot predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted. At this time, no consensus exists as to what rate or rates may become acceptable alternatives to LIBOR (with the exception of overnight repurchase agreements, which are expected to be based on the Secured Overnight Financing Rate, or SOFR). The language in our LIBOR-based contracts and financial instruments has developed over time and may have various events that trigger when a successor rate to the designated rate would be selected. If a trigger is satisfied, contracts and financial instruments may give the calculation agent discretion over the substitute index or indices for the calculation of interest rates to be selected.

Risks Related to the Offering

The future price of our common stock may be less than the purchase price in the stock offering.

If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 purchase price in the offering. In many cases, shares of common stock issued by newly converted savings institutions or stock holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent

 

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appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock in the offering. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of TC Bancshares, Inc. and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

The capital we raise in the stock offering may negatively impact our return on equity until we can fully implement our business plan. This could negatively affect the trading price of our shares of common stock.

Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. We expect our return on equity to remain relatively low until we are able to implement our business plan and leverage the additional capital we receive from the stock offering. Although we anticipate increasing net interest income using proceeds of the stock offering, our return on equity will be reduced by the capital raised in the stock offering, higher expenses from the costs of being a public company, and added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt. Until we can implement our business plan and increase our net interest income through investment of the proceeds of the offering, we expect our return on equity to remain relatively low compared to our peer group, which may reduce the value of our shares.    

We have broad discretion in using the proceeds of the stock offering. Our failure to effectively deploy the net proceeds of the offering may have an adverse effect on our financial performance and the value of our common stock.

We intend to invest between $19.4 million and $26.3 million of the net proceeds of the offering in TC Federal Bank (or $30.3 million at the adjusted maximum of the offering range). We also expect to use a portion of the net proceeds we retain to fund a loan for the purchase of shares of common stock in the offering by the employee stock ownership plan. We may use the remaining net proceeds to invest in short-term and other investments, repurchase shares of common stock, pay dividends, or for other general corporate purposes. TC Federal Bank intends to use the net proceeds it receives to fund new loans, enhance existing products and services, invest in securities, expand its banking franchise, or for other general corporate purposes. However, with the exception of the loan to the employee stock ownership plan, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and the timing of such applications. Also, certain of these uses, such as any potential acquisition, paying dividends and repurchasing common stock, may require the approval of or non-objection from the Office of the Comptroller of the Currency or Federal Reserve Board. We have not established a timetable for investing the net proceeds, and, accordingly, we may not invest the net proceeds at the time that is most beneficial to TC Bancshares, Inc., TC Federal Bank or the stockholders. For additional information see “How We Intend To Use The Proceeds From The Offering.”

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be quoted on the traded on the on the Nasdaq Capital Market under the symbol “TCBC” upon conclusion of the stock offering, subject to completion of the stock offering and compliance with certain conditions, including having 300 “round lot” stockholders (more than 100 shares) and at least three companies making a market for our common stock. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. In addition, our public “float,” which is the total number of our outstanding shares less the shares held by our employee stock ownership plan and our directors and executive officers, is likely to be quite limited. As a result, it is unlikely that an active trading market for the common stock will develop or that, if it develops, it will continue. If you purchase shares of common stock, you

 

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may not be able to sell them at or above $10.00 per share. Purchasers of common stock in this stock offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. This may make it difficult to sell the common stock after the stock offering and may have an adverse impact on the price at which the common stock can be sold.

Our stock-based benefit plans will increase our costs, which will reduce our income.

We anticipate that our employee stock ownership plan will purchase up to 8.0% of the shares of common stock sold in the stock offering with funds borrowed from TC Bancshares, Inc. We will record annual employee stock ownership plan expense equal to the fair value of shares of common stock committed to be released to employees, which is estimated to be between (after tax) $125,000 at the minimum of the offering range and $195,000 at the adjusted maximum of the offering range assuming a price of $10.00 per share. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.

We also intend to adopt one or more stock-based benefit plans after the stock offering that would award participants (at no cost to them) shares of our common stock and/or options to purchase shares of our common stock. The number of shares reserved for awards of restricted stock or grants of stock options under any initial stock-based benefit plan may not exceed 4.0% and 10.0%, respectively, of the total shares sold in the offering, if these plans are adopted within 12 months after the completion of the conversion. We may reserve shares of common stock for stock awards and stock options in excess of these amounts, provided the stock-based benefit plan is adopted more than one year following the stock offering.

The shares of restricted common stock granted under the stock-based benefit plans will be expensed by us over their vesting period based on the fair market value of the shares on the date they are awarded. If the shares of restricted common stock to be granted under the stock-based benefit plans are repurchased in the open market (rather than issued directly from authorized but unissued shares by TC Bancshares, Inc.) and cost the same as the purchase price in the offering, the reduction to stockholders’ equity due to the plan would be between $1.6 million at the minimum of the offering range and $2.5 million at the adjusted maximum of the offering range. To the extent we repurchase shares of common stock in the open market to fund the grants of shares of restricted common stock under the plan, and the price of such shares exceeds the offering price of $10.00 per share, the reduction to stockholders’ equity would exceed the range described above. Conversely, to the extent the price of such shares is below the offering price of $10.00 per share, the reduction to stockholders’ equity would be less than the range described above.

We will generally recognize as an expense in our income statement the grant-date fair value of stock options as such options vest. When we record an expense related to the grant of options using the fair value method, we will incur significant compensation and benefits expense. As discussed in the “Pro Forma Data” and based on certain assumptions discussed therein, we estimate this annual expense would be approximately $239,000 assuming on an after-tax basis, assuming we sell 4.7 million shares in the offering.

The implementation of one or more stock-based benefit plans may dilute your ownership interest.

We intend to adopt one or more stock-based benefit plans following the conversion and offering. The stock-based benefit plans will be funded through either open market purchases, if permitted, or from the issuance of authorized but unissued shares. Public stockholders would experience a reduction in ownership interest totaling 14.0% in the event newly issued shares are used to fund stock options and stock awards in an amount equal to 10.0% and 4.0%, respectively, of the total shares issued in the conversion and offering.

The corporate governance provisions in our articles of incorporation and bylaws may prevent or impede the holders of a minority of our common stock from obtaining representation on our board of directors and may also prevent or impede a change in control.

 

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Provisions in our articles of incorporation and bylaws may prevent or impede holders of a minority of our common stock from obtaining representation on our board of directors. For example, our board of directors will be divided into three classes with staggered three-year terms. A classified board makes it more difficult for stockholders to change a majority of the directors because it generally takes at least two annual elections of directors for this to occur. Second, our articles of incorporation provides that there will not be cumulative voting by stockholders for the election of our directors. Also, we have the ability to issue preferred stock with voting rights to third parties who may be friendly to our board of directors.

In addition, a section in each of TC Bancshares, Inc.’s and TC Federal Bank’s articles of incorporation and charter, respectively will generally provide that, for a period of three years from the closing of the offering, no person may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of TC Bancshares, Inc. or TC Federal Bank held by any person other than TC Bancshares, Inc., and that any shares acquired in excess of this limit would not be entitled to be voted and would not be counted as voting stock in connection with any matters submitted to the stockholders for a vote.

Under Federal Reserve Board regulations no person may directly or indirectly acquire or offer to acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a bank holding company. Acquisition of 10% or more of any class of voting stock of a bank holding company creates a rebuttable presumption that the acquirer “controls” the holding company. Also, a bank holding company must obtain the prior approval of the Federal Reserve Board before, among other things, acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any bank, including TC Federal Bank.

Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

Our management team has limited experience managing a publicly-traded company or complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition into a public company, which will be subject to significant regulatory oversight and reporting obligations under federal securities laws. In particular, these new obligations will require substantial attention from our management and may divert their attention away from the day-to-day management of our business, which could materially and adversely impact our business operations.

You may not receive dividends on our common stock.

Holders of our common stock are only entitled to receive dividends as our board of directors may declare out of funds legally available for such payments. The declaration and payment of future cash dividends will be subject to, among other things, regulatory restrictions, our then current and projected consolidated operating results, financial condition, tax considerations, future growth plans, general economic conditions, and other factors our board of directors deems relevant. See “Supervision and Regulation—Federal Banking Regulation—Capital Requirements”; “—Capital Distributions”; and “—Holding Company Regulation”

TC Bancshares, Inc. will depend primarily upon the proceeds it retains from the offering as well as earnings of TC Federal Bank to provide funds to pay dividends on our common stock. The payment of dividends by TC Federal Bank also is subject to certain regulatory restrictions. Federal law generally prohibits a depository institution from making any capital distributions (including payment of a dividend) to its parent holding company if the depository institution would thereafter be or continue to be undercapitalized, and dividends by a depository institution are subject to additional limitations.

As a result, any payment of dividends in the future by TC Bancshares, Inc. will depend, in large part, on TC Federal Bank’s ability to satisfy these regulatory restrictions and its earnings, capital requirements, financial condition and other factors.

You may not be able to sell your shares of common stock until you have received a statement reflecting ownership of shares, which will affect your ability to take advantage of changes in the stock price immediately following the offering.

 

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A statement reflecting ownership of shares of common stock purchased in the offering may not be delivered for several days after the completion of the offering and the commencement of trading in the common stock. Your ability to sell the shares of common stock before receiving your ownership statement will depend on arrangements you may make with a brokerage firm, and you may not be able to sell your shares of common stock until you have received your ownership statement. As a result, you may not be able to take advantage of fluctuations in the price of the common stock immediately following the offering.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our total annual gross revenues amount to $1.07 billion or more, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.

As a result, our stockholders may not have access to certain information they may deem important, and investors may find our common stock less attractive if we choose to rely on these exemptions. This could result in a less active trading market for our common stock and the price of our common stock may be more volatile.

You may not revoke your decision to purchase TC Bancshares common stock in the subscription or community offerings after you send us your order.

Funds submitted or automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the conversion and offering, including any extension of the expiration date and consummation of a syndicated offering. Because completion of the conversion and offering will be subject to regulatory approvals and an update of the independent appraisal prepared by Feldman Financial among other factors, there may be one or more delays in completing the conversion and offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond [extension date], or the number of shares to be sold in the offering is increased to more than shares 6,215,750 or decreased to fewer than 3,995,000 shares.

 

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SELECTED FINANCIAL AND OTHER DATA

The following tables set forth selected historical financial and other data for TC Federal Bank at the dates and for the periods indicated. It is only a summary and it should be read in conjunction with the business and financial information contained elsewhere in this prospectus, including the financial statements that appear starting on page F-1 of this prospectus. The information at December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 is derived in part from the audited financial statements appearing in this prospectus. The information at December 31, 2018, 2017 and 2016 and for the years ended December 31, 2018, 2017 and 2016 is derived in part from audited financial statements not appearing in this prospectus.

 

		At December 31,
		2020				2019				2018				2017				2016
		(In thousands)
Selected Financial Condition Data:
Total assets		$	349,927			$	321,762			$	297,178			$	273,412			$	246,271
Cash and cash equivalents			41,876				24,192				12,653				16,942				9,385
Investment securities available-for-sale:(1)			15,917				22,107				27,114				21,500				21,112
Loans, net(2)			262,356				244,971				235,233				210,109				197,378
Bank owned life insurance			10,883				10,583				—				—				—
Deposits			294,100				273,604				250,348				224,096				201,365
Total equity			39,858				39,788				38,019				37,609				31,401
		Years Ended December 31,
		2020				2019				2018				2017				2016
		(In thousands)
Selected Operations Data:
Total interest income		$	13,088			$	12,557			$	11,374			$	9,712			$	9,534
Total interest expense			2,365				3,102				2,110				1,428				1,273
Net interest income			10,723				9,455				9,264				8,284				8,261
Provision for loan losses			780				0				(551	)			(1,860	)			184
Net interest income after provision for loan losses			9,943				9,455				9,815				10,144				8,077
Non-interest income:
Service charges on deposits			472				513				420				375				369
Gain on sale of loans			1,236				380				187				250				151
Gain on sale of securities			—				68				—				—				1
Other			323				299				—				2				37
Total non-interest income			2,031				1,260				607				627				558
Non-interest expenses:
Salaries and employee benefits			6,444				5,327				5,499				5,546				4,569
Occupancy and equipment			754				658				629				796				658
Data processing conversion costs			1,132				0				0				0				0
Other real estate loss/(gain) on sale and writedowns			(13	)			10				(4	)			51				113
Other			3,309				3,146				3,271				2,587				2,123
Total non-interest expense			11,626				9,141				9,395				8,980				7,463
Income before provision for income taxes			348				1,574				1,027				1,791				1,172
Provision for income taxes			40				367				348				(4,295	)			40
Net income		$	308			$	1,207			$	679			$	6,086			$	1,132

 

(1)	There were no held-to-maturity securities at any of the dates presented.

(2)	Net of allowances for loan losses and deferred loan fees. Amounts do not include loans-in-process which amounted to $15.1 million and $13.6 million at December 31, 2020 and 2019, respectively.

 

14

		At or For the Years Ended December 31,
		2020				2019				2018				2017				2016
Selected Financial Ratios and Other Data:
Performance ratios(1):
Return on average assets (ratio of net income to average total assets)			0.09	%			0.39	%			0.24	%			2.37	%			0.46	%
Return on average equity (ratio of net income to average equity)			0.76	%			3.06	%			1.80	%			18.44	%			3.69	%
Yield on interest-earning assets			4.12	%			4.33	%			4.11	%			3.79	%			3.85	%
Rate paid on interesting-bearing liabilities			0.89	%			1.25	%			0.92	%			0.68	%			0.62	%
Average interest rate spread:(2)			3.23	%			3.08	%			3.19	%			3.11	%			3.23	%
Net interest margin(3)			3.38	%			3.25	%			3.35	%			3.23	%			3.34	%
Operating expense to average total assets			3.46	%			2.99	%			3.31	%			3.48	%			2.98	%
Average interest-earning assets to average interest-bearing liabilities			119.41	%			117.55	%			121.20	%			121.54	%			120.31	%
Efficiency ratio(4)			91.16	%			85.86	%			95.18	%			100.77	%			84.62	%
Asset quality ratios:
Non-performing assets to total assets(5)			0.59	%			0.90	%			0.55	%			0.76	%			0.80	%
Non-performing loans to total gross loans(5)			0.74	%			1.04	%			0.54	%			0.80	%			0.70	%
Allowance for loan losses to non-performing loans(5)			206.47	%			118.29	%			247.74	%			203.88	%			340.60	%
Allowance for loan losses to loans receivable, net			1.53	%			1.23	%			1.33	%			1.62	%			2.40	%
Net recoveries (charge-offs) to average outstanding loans during the period			0.09	%			(0.05	)%			0.12	%			0.23	%			(0.21	)%
Capital ratios:
Common equity tier 1 capital (to risk weighted assets)			16.47	%			17.60	%			17.74	%			18.37	%			17.47	%
Tier 1 leverage (core) capital (to adjusted tangible assets)			11.73	%			12.60	%			12.99	%			14.13	%			13.61	%
Tier 1 risk-based capital (to risk weighted assets)			16.47	%			17.60	%			17.74	%			18.37	%			17.47	%
Total risk-based capital (to risk weighted assets)			17.72	%			18.86	%			19.00	%			19.63	%			18.74	%
Average equity to average assets			12.06	%			12.91	%			13.28	%			12.86	%			12.39	%
Other data:
Number of full-service offices(6)			2				2				2				2				1
Full-time equivalent employees			54				45				48				49				40

 

(1)	With the exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods.

(2)	Average interest rate spread represents the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities.

(3)	Net interest income divided by average interest-earning assets.

(4)	Total non-interest expense as a percentage of net interest income and total non-interest income.

(5)

Non-performing assets consist of non-performing loans and real estate owned. Non-performing loans consist of all loans 90 days or more past due (non-accrual loans) and loans in excess of 90 days delinquent and still accruing interest. It is our policy to cease accruing interest on all loans 90 days or more past due unless the loan is in the process of collection. Real estate owned consists of real estate acquired through foreclosure or by acceptance of a deed-in-lieu of foreclosure.

(6)	Since 2017, we have also had a commercial LPO and a residential mortgage center.

 

15

RECENT DEVELOPMENTS

The following tables set forth selected historical financial and other data of TC Federal Bank for the periods and at the dates indicated. The information at December 31, 2020 is derived in part from, and should be read together with, the audited financial statements and notes thereto of TC Federal Bank beginning at page F-1 of this prospectus. The information at March 31, 2021 and for the three months ended March 31, 2021 and 2020 is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be achieved for the remainder of the year ending December 31, 2021.

 

		At March 31, 2021				At December 31, 2020
		(In thousands)
Selected Financial Condition Data:
Total assets		$	363,624			$	349,927
Cash and cash equivalents			63,999				41,876
Investment securities available-for-sale			19,457				15,917
Loans, net(1)			252,135				262,356
Bank owned life insurance			10,955				10,883
Deposits			307,514				294,100
Total equity			40,506				39,858

 

(1)	Net of allowances for loan losses and deferred fees. Amounts do not include loans-in-process which amount to $13.7 and $15.1 million at March 31, 2021 and December 31, 2020, respectively

 

		For the Three Months Ended March 31,
		2021				2020
		(In thousands)
Selected Operations Data:
Total interest income		$	3,348			$	3,242
Total interest expense			321				798
Net interest income			3,027				2,444
Provision for loan losses			—				225
Net interest income after provision for loan losses			3,027				2,219
Total non-interest income			756				335
Total non-interest expense			2,787				2,233
Income before provision for income taxes			996				321
Provision for income taxes			231				64
Net income		$	765			$	257

 

16

		At or For the Three Months Ended March 31, (1)
		2021				2020
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on average assets			0.87	%			0.39	%
Return on average equity			11.36	%			3.09	%
Yield earned on interest-earning assets			4.04	%			4.33	%
Rate paid on interest-bearing liabilities			0.47	%			1.26	%
Average interest rate spread			3.57	%			3.07	%
Net interest margin			3.66	%			3.24	%
Operating expense to average total assets			3.15	%			2.81	%
Average interest-earning assets to average interest-bearing liabilities			122.23	%			118.45	%
Efficiency ratio			73.65	%			80.35	%
Asset Quality Ratios:
Non-performing assets to total assets			0.62	%			0.82	%
Non-performing loans to total gross loans			0.85	%			0.90	%
Allowance for loan losses to non-performing loans			188.34	%			151.35	%
Allowance for loan losses to loans receivable, net			1.60	%			1.36	%
Net recoveries to average outstanding loans during period			0.00	%			0.05	%
Capital Ratios:
Common equity Tier 1 capital (to risk-weighted assets)			16.90	%			17.28	%
Tier 1 leverage (core) capital (to adjusted tangible assets)			11.48	%			12.68	%
Tier 1 risk-based capital (to risk-weighted assets)			16.90	%			17.28	%
Total risk-based capital (to risk-weighted assets)			18.16	%			18.53	%
Average equity to average total assets			11.36	%			12.52	%
Other Data:
Number of full-service offices			2				2
Full-time equivalent employees			53				45

 

(1)	Annualized where appropriate

Comparison of Financial Condition at March 31, 2021 and December 31, 2020

Total assets increased $13.7 million, or 3.9%, to $363.6 million at March 31, 2021 from $349.9 million at December 31, 2020. The increase was principally due to an increase in cash and cash equivalents of $22.1 million, partially offset by a decrease in loans of $10.2 million. Cash and cash equivalents increased primarily from the cash received from the payoff of loans and increase in deposits of $13.4 million.

Loans, including loans held for sale, decreased $10.2 million, or 3.9%, to $257.3 million at March 31, 2021 from $267.5 million at December 31, 2020. During the quarter ended March 31, 2021, commercial and multi-family real estate loans increased $6.9 million, or 7.8%, to $94.8 million from $87.9 million at December 31, 2020 due to new loan originations. However, loan balances in other categories decreased due to the payoff of loans. Construction and land development loans decreased $1.9 million, or 6.3%, to $28.1 million at March 31, 2021 from $30.0 million at December 31, 2020. Commercial and industrial loans decreased $6.7 million, or 22.7%, of which $5.3 million consisted of PPP loans, to $22.9 million at March 31, 2021 from $29.6 million at December 31, 2020. One- to four-family residential real estate loans held for investment decreased $9.4 million, or 8.9%, from $105.8 million to $96.4 million at March 31, 2021. As a percentage of net loans, residential real estate loans fell from 39.5% of total loans at December 31, 2020 to 37.5% at March 31, 2021.

Investment securities, all of which are available-for-sale, increased $3.5 million, or 22.2%, to $19.5 million at March 31, 2021 from $15.9 million at December 31, 2020 as a result of investments made in U.S. treasuries.

At March 31, 2021, our investment in bank owned life insurance was $11.0 million, an increase of $71,000, or 0.91%, from $10.9 million at December 31, 2020. Our investment in bank owned life insurance at March 31, 2021 was 24.5% of our Tier 1 capital plus our allowance for loan losses.

Total deposits increased $13.4 million, or 4.6%, to $307.5 million at March 31, 2021 from $294.1 million at December 31, 2020. Noninterest-bearing accounts increased $10.2 million, or 35.6%, to $39.0 million at March 31, 2021, from $28.8 million at December 31, 2020. Interest-bearing accounts increased $3.2 million, or 7.3%, to $47.1 million at March 31, 2021, from $43.9 million at December 31, 2021. Savings accounts and money market accounts increased $4.3 million, or 3.2%, to $139.2 million at March 31, 2021 from $134.9 million at December 31, 2020. Certificates of deposit decreased $4.4 million, or 5.1%, to $82.2 million at March 31, 2021 from $86.6 million at December 31, 2020. The decrease in certificates of deposit resulted primarily from a decrease in offered rates.

Federal Home Loan Bank advances decreased $470,000, or 4.9%, to $9.0 million at March 31, 2021. As of March 31, 2021, we had $15.8 million in credit available with the Federal Home Loan Bank of Atlanta. In addition to the Federal Home Loan Bank of Atlanta availability, we have three unsecured federal funds line of credit, in the aggregate amount of $18.3 million. No amount was outstanding on these lines of credit at or during the year ended March 31, 2021.

Total equity increased $648,000, or 1.6%, to $40.5 million at March 31, 2021 from $39.9 million at December 31, 2020. The increase resulted primarily from net income of $765,000 during the three months ended March 31, 2021.

Comparison of Operating Results for the Three Months Ended March 31, 2021 and 2020

General. Net income increased $508,000, or 197.2%, to $765,000 for the three months ended March 31, 2021, compared to $257,000 for the three months ended March 31, 2020. The increase in net income resulted from $583,000 and $421,000 increases in net interest income and noninterest income respectively, combined with a $225,000 decrease in the provision for loan losses, partially offset by a $554,000 increase in other operating expenses.

Interest Income. Interest income increased $106,000 or 3.3%, to $3.3 million for the three months ended March 31, 2021 from $3.2 million for the three months ended March 31, 2020. This increase was primarily attributable to an increase in loan interest income. The average balance of loans, including loans held for sale, increased $9.9 million, or 3.9%, to $263.3 million for the three months ended March 31, 2021 from $253.4 million for the three months ended March 31, 2020, and the average yield on loans increased 22 basis points to 4.97% for the three months ended March 31, 2021 from 4.77% for the three months ended March 31, 2020. The average balance of investment securities decreased $6.2 million, or 28.3%, to $15.7 million for the three months ended March 31, 2021 from $21.9 million for the three months ended March 31, 2020, while the average yield on investment securities decreased 105 basis points to 1.47% for the three months ended March 31, 2021 from 2.52% for the three months ended March 31, 2020. The average balance of other interest-earning deposits increased $28.1 million, or 100.7%, to $56.0 million for the three months ended March 31, 2021 from $27.9 million for the three months ended March 31, 2020, partially offset by a decrease in the average yield on other interest-earning deposits of 126 basis points to 0.43% for the three months ended March 31, 2021 from 1.69% for the three months ended March 31, 2020.

 

17

Interest Expense. Total interest expense decreased $477,000, or 59.8%, to $321,000 for the three months ended March 31, 2021 from $798,000 for the three months ended March 31, 2020. The decrease was primarily due to lower interest rates offered on all deposit products due to the lower fed funds target rate which declined 150 basis points to 0-0.25% in 2020. The average balance of interest-bearing deposits increased $11.8 million, or 4.7%, to $265.3 million for the three months ended March 31, 2021 from $253.5 million for the three months ended March 31, 2020, offset, in part, by the decline in the average cost of interest-bearing deposits of 79 basis points to 0.46% for the three months ended March 31, 2021 from 1.25% for the three months ended March 31, 2020, reflecting the lower market interest rate environment in the first quarter of 2021. The average balance of FHLB advances increased $6.5 million, or 232.1%, to $9.3 million for the three months ended March 31, 2021 from $2.8 million for the three months ended March 31, 2020. The average cost of these advances decreased 159 basis points to 0.87% for the three months ended March 31, 2021 from 2.46% for the three months ended March 31, 2020.

Net Interest Income. Net interest income increased $583,000, or 23.9%, to $3.0 million for the three months ended March 31, 2021 from $2.4 million for the three months ended March 31, 2020. Our average net interest-earning assets increased $32.1 million period to period. This increase was due primarily to increases in interest-earning deposits of $28.1 million combined with a $9.8 million increase in the average balance of our loan portfolio. Our interest rate spread increased to 3.57% for the three months ended March 31, 2021 from 3.07% for the three months ended March 31, 2020, and our net interest margin increased to 3.66% for the three months ended March 31, 2021 from 3.24% for the three months ended March 31, 2020. The increase in interest rate spread and net interest margin were primarily the result of the increase in the average balances of our interest-earning assets combined with the significant reduction in our costs of funds, more than offsetting the decreases in the average yield on our interest-earning assets.

Provision for Loan Losses. We recorded no provision for loan losses for the three months ended March 31, 2021, compared to a $225,000 provision for the three months ended March 31, 2020. The decrease in the provision for loan losses for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 resulted from our analysis of the factors described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TC Federal Bank – Allowance for Loan Losses.” The allowance for loan losses was $4.1 million, or 1.60% of total loans, at March 31, 2021, compared to $4.1 million , or 1.53% of total loans, at December 31, 2020, and $3.4 million, or 1.36% of total loans, at March 31, 2020. Classified (substandard, doubtful and loss) loans decreased to $6.3 million at March 31, 2021 from $6.4 million at December 31, 2020, but remained higher than the $2.3 million of classified loans at March 31, 2020. There were $2.2 million in non-performing loans at March 31, 2021 compared to $2.0 million at December 31, 2020 and $2.3 million at March 31, 2020. Net recoveries for the three months ended March 31, 2021 and 2020 were $2,000 and $127,000, respectively. We had no loans in deferral at December 31, 2020 or March 31, 2021.

Noninterest Income. Non-interest income information is as follows.

 

		For the three months ended March 31,								Change
		2021				2020				Amount				Percent
		(Dollars in thousands)
Service charges on deposit accounts		$	142			$	154			$	(12	)			(7.8	%)
Gain on sale of loans			539				87				452				519.5	%
Other			75				94				(19	)			(20.2	)%
Total non-interest income			756			$	335			$	421				125.7	%

Noninterest income increased $421,000, or 125.7%, to $756,000 for the three months ended March 31, 2021 from $335,000 for the three months ended March 31, 2020. The increase was primarily due to gains on sale of mortgage loans into the secondary market of $539,000 for the three months ended March 31, 2021 from $87,000 for the three months ended March 31, 2020.

 

18

Noninterest Expense. Non-interest expenses information is as follows.

 

		For the three months ended March 31,								Change
		2021				2020				Amount				Percent
		(Dollars in thousands)
Salaries and employee benefits		$	1,710			$	1,413			$	297				21.0	%
Occupancy and equipment			205				176				29				16.5	%
Advertising			58				73				(15	)			(20.6	)%
Audit and examination			119				104				15				14.4	%
Checking account related expenses			42				112				(70	)			(62.5	)%
Consulting and advisory fees			30				15				15				100.0	%
Data system conversion costs			1				6				(5	)			(83.3	)%
Data processing fees			148				91				57				62.6	%
Director fees			84				59				25				42.4	%
Legal			24				(14	)			38				271.4	%
Other real estate loss/(gain) on sale and writedowns			—				(6	)			6				100.0	%
Other			366				204				162				79.4	%
Total non-interest expense		$	2,787			$	2,233			$	554				24.8	%

Noninterest expense increased $554,000, or 24.8%, to $2.8 million for the three months ended March 31, 2021, from $2.2 million for the three months ended March 31, 2020. The increase was due primarily to a $297,000 increase in salaries and employee benefits as additional lending and business development staff have been retained and variable incentive compensation was paid on the mortgage loan gains recognized on the sale of loans into the secondary market. Legal expense increased $38,000, or 271.4%, to $24,000 for the three months ended March 31, 2021, reflecting lower legal expenses in the prior year period due to a borrower’s reimbursement of the bank for legal expenses that resulted in a credit balance of $14,000 for the period in 2020.

Income Tax Expense. Income tax expense increased $167,000 to $231,000 for the three months ended March 31, 2021 compared to $64,000 for the three months ended March 31, 2020. The increase resulted from the $675,000 increase in income before income taxes. For the three months ended March 31, 2021, income before taxes was $997,000 compared to $321,000 for March 31, 2020.

 

19

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect our current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding, among other things, future events or future results, in contrast with statements that reflect historical facts. These statements are often, but not always, made through the use of conditional words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

 

•

statements of our goals, intentions and expectations;

 

•

statements regarding our business plans, prospects, growth and operating strategies;

 

•

statements regarding the quality of our loan and investment portfolios; and

 

•

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

•

the effects of the COVID-19 pandemic on our business, customers, employees and third-party service providers;

 

•

general economic conditions, either nationally or in our market areas, that are worse than expected;

 

•

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, including after CECL implementation;

 

•

our ability to access cost-effective funding;

 

•

fluctuations in real estate values and both residential and commercial real estate market conditions;

 

•

demand for loans and deposits in our market area;

 

•

our ability to implement and change our business strategies;

 

•

competition among depository and other financial institutions;

 

•

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

 

•

adverse changes in the securities or secondary mortgage markets;

 

•

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, including as a result of Basel III and CECL implementation;

 

•

changes to statutes, regulations or regulatory policies or practices resulting from the COVID-19 pandemic;

 

•

our ability to comply with the extensive laws and regulations to which we are subject, including the laws for each jurisdiction where we operate;

 

20

•

the impact of the Dodd-Frank Act and the implementing regulations;

 

•

changes in the quality or composition of our loan or investment portfolios;

 

•

changes in consumer spending and saving habits;

 

•

the effects of harsh weather conditions, including hurricanes, and man-made disasters;

 

•

technological changes that may be more difficult or expensive than expected;

 

•

the inability of third party providers to perform as expected;

 

•

the efficiency and effectiveness of our internal control environment;

 

•

our ability to manage market risk, credit risk, interest rate risk, liquidity risk and operational risk in the current economic environment;

 

•

the soundness of other financial institutions;

 

•

our ability to enter new markets successfully and capitalize on growth opportunities;

 

•

our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;

 

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

 

•

our ability to retain key employees;

 

•

our management team’s ability to focus primarily on the operation of our business rather than diversion of management attention to responses to the COVID-19 pandemic;

 

•

our compensation expense associated with equity allocated or awarded to our employees; and

 

•

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus, including those discussed in the section entitled “Risk Factors” beginning on page 1. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. New factors emerge from time to time, and it is not possible for us to predict which will arise. We do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.

 

21

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

Although we will not be able to determine the amount of actual net proceeds we will receive from the sale of shares of common stock until the offering is completed, we anticipate that the net proceeds will be between $38.7 million and $52.7 million, or $60.7 million if the offering is increased by 15.0%, assuming in each case all shares are sold in the subscription offering and the community offering.

TC Bancshares, Inc. intends to distribute the net proceeds from the offering as follows:

 

		Based Upon the Sale at $10.00 Per Share of
		3,995,000 Shares at Minimum of Offering Range								4,700,000 Shares at Midpoint of Offering Range								5,405,000 Shares at Maximum of Offering Range								6,215,750 Shares at Adjusted Maximum of Offering Range (1)
		Amount				Percent of Net Proceeds				Amount				Percent of Net Proceeds				Amount				Percent of Net Proceeds				Amount				Percent of Net Proceeds
		(Dollars in thousands)
Offering proceeds		$	39,950							$	47,000							$	54,050							$	62,158
Less: offering expenses			1,224								1,306								1,387								1,480
Net offering proceeds		$	38,726				100.0	%		$	45,694				100.0	%		$	52,663				100.0	%		$	60,678				100.0	%
Less:
Proceeds contributed to TC Federal Bank		$	19,363				50.0	%		$	22,847				50.0	%		$	26,332				50.0	%		$	30,339				50.0	%
Proceeds used for loan to employee stock ownership plan (2)		$	3,196				8.3	%		$	3,760				8.2	%		$	4,324				8.2	%		$	4,973				8.2	%
Proceeds retained by TC Bancshares, Inc.		$	16,167				41.7	%		$	19,087				41.8	%		$	22,007				41.8	%		$	25,366				41.8	%

 

(1)	As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2)

The employee stock ownership plan will purchase 8.0% of our outstanding shares. The loan will be repaid principally through TC Federal Bank’s contributions to the employee stock ownership plan and dividends payable on common stock held by the employee stock ownership plan over the anticipated 20-year term of the loan. The interest rate for the employee stock ownership plan loan is expected to be equal to the prime rate, as published in The Wall Street Journal, on the closing date of the offering.

The net proceeds may vary because total expenses relating to the conversion and offering may be more or less than our estimates. For example, our expenses would increase if a syndicated offering were used to sell shares of common stock not purchased in the subscription offering and the community offering. See “The Conversion and Offering—Plan of Distribution; Selling Agent and Underwriting Compensation” for a discussion of fees to be paid in the event that shares are sold in a syndicated offering. Payments for shares made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of TC Federal Bank’s deposits. TC Federal Bank will receive at least 50% of the net proceeds of the offering.

Use of Proceeds Retained by TC Bancshares, Inc.

TC Bancshares, Inc.:

 

•

intends to initially invest the proceeds that it retains in interest-earning deposits and in securities, including securities issued by the U. S. government and its agencies or government sponsored enterprises, mortgage-backed securities, and other securities as permitted by our investment policy. See “Business of TC Federal Bank—Investment Activities;”

 

•

may, in the future, use a portion of the proceeds that it retains to pay cash dividends or to repurchase shares of our common stock. See “Our Policy Regarding Dividends” for a discussion of our expected dividend policy following completion of the conversion. Under current federal regulations we may not repurchase shares of our common stock during the first year following the conversion and offering, except to fund stock-based benefit plans or when extraordinary circumstances exist with prior regulatory approval;

 

•

may, in the future, use a portion of the proceeds that it retains to finance acquisitions of financial institutions or other financial services businesses, or to expand through de novo branching, although no specific transactions are being considered at this time and no specific expansion is being considered at this time; and

 

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•

expects to use the proceeds that it retains from time to time for other general corporate purposes.

The use of the proceeds may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions.

Use of Proceeds Received by TC Federal Bank

TC Federal Bank:

 

•

intends to use a portion of the proceeds received to support additional commercial and multi-family real estate loans, residential mortgage loans and commercial and industrial loans and, to a lesser extent, other loans, in accordance with our business plan and lending guidelines. See “Business of TC Federal Bank—Lending Activities;”

 

•

may use a portion of the proceeds received to support new loan, deposit and other financial products and services if our board of directors determines that such products will help us compete more effectively in our market area or increase our financial performance;

 

•

may invest a portion of the proceeds received in securities issued by the U. S. government and its agencies or government sponsored enterprises, mortgage-backed securities, and other securities as permitted by our investment policy. See “Business of TC Federal Bank—Investment Activities;”

 

•

may, in the future, use a portion of the proceeds received to expand our retail banking franchise, by acquiring other financial institutions, branch offices or other financial services businesses, or establishing new branches or LPOs, although no specific transactions are being considered at this time; and

 

•

expects to use the proceeds received from time to time for other general corporate purposes.

The use of the proceeds may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions.

 

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OUR POLICY REGARDING DIVIDENDS

Following completion of the offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the payment of dividends. In determining whether to pay a cash dividend and the amount of such cash dividend, the board of directors is expected to take into account a number of factors, including capital requirements, our financial condition and results of operations, other uses of funds for the long-term value of stockholders, tax considerations, statutory and regulatory limitations and general economic conditions. Any payment and amount of any dividend payments will be subject to statutory and regulatory limitations, and will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; tax considerations. We cannot assure you that we will pay dividends in the future, or that any such dividends will not be reduced or eliminated in the future.

The Federal Reserve Board has issued a policy statement providing that dividends should be paid only out of current earnings and only if our prospective rate of earnings retention is consistent with our capital needs, asset quality and overall financial condition. Regulatory guidance also provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the holding company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the holding company’s overall rate or earnings retention is inconsistent with its capital needs and overall financial condition. In addition, TC Federal Bank’s ability to pay dividends will be limited if it does not have the capital conservation buffer required by the new capital rules, which may limit our ability to pay dividends to stockholders. See “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.” No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by regulations and policies of the Federal Reserve Board and the Office of the Comptroller of the Currency, may be paid in addition to, or in lieu of, regular cash dividends.

We will file a consolidated federal tax return with TC Federal Bank. Accordingly, it is anticipated that any cash distributions that we make to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes. Additionally, pursuant to regulations of the Office of the Comptroller of the Currency, during the three-year period following the stock offering, we will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

Pursuant to our articles of incorporation, we are authorized to issue preferred stock. If we issue preferred stock, the holders thereof may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock of TC Bancshares, Inc.—Common Stock.” Dividends we can declare and pay will depend, in part, upon receipt of dividends from TC Federal Bank, because initially we will have no source of income other than dividends from TC Federal Bank and earnings from the investment of the net proceeds from the sale of shares of common stock retained by TC Bancshares, Inc. and interest payments received in connection with the loan to the employee stock ownership plan. Regulations of the Federal Reserve Board and the Office of the Comptroller of the Currency impose limitations on “capital distributions” by savings institutions. See “Supervision and Regulation—Federal Banking Regulation—Capital Distributions.”

Any payment of dividends by TC Federal Bank to us that would be deemed to be drawn out of TC Federal Bank’s bad debt reserves, if any, would require a payment of taxes at the then-current tax rate by TC Federal Bank on the amount of earnings deemed to be removed from the reserves for such distribution. TC Federal Bank does not intend to make any distribution to us that would create such a federal tax liability. Included in the Bank’s ending retained earnings at December 31, 2020 is approximately $5.4 million in reserves established as a result of the Bank’s claiming a deduction for bad debts based on a percentage of taxable income on its tax returns for its taxable years beginning prior to January 1, 1996. The Bank has not recorded any deferred federal income tax on the Bank’s balance sheet as a liability in the event that some or all of this reserve were to become subject to income taxation in the future. See “Taxation.”

 

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MARKET FOR THE COMMON STOCK

TC Bancshares, Inc. has never issued capital stock. TC Federal Bank, as a mutual institution, has never issued capital stock. Accordingly, there is no established market for our common stock. TC Bancshares, Inc. expects that its common stock will be traded on the Nasdaq Capital Market under the symbol “TCBC”

The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. Furthermore, we cannot assure you that, if you purchase shares of common stock, you will be able to sell them at or above $10.00 per share. Purchasers of common stock in this stock offering should have long-term investment intent and should recognize that there may be a limited trading market in the common stock. This may make it difficult to sell the common stock after the stock offering and may have an adverse impact on the price at which the common stock can be sold.

 

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At December 31, 2020, TC Federal Bank exceeded all of the applicable regulatory capital requirements and was considered “well capitalized.” The table below sets forth the historical equity capital and regulatory capital of TC Federal Bank at December 31, 2020, and the pro forma equity capital and regulatory capital of TC Federal Bank after giving effect to the sale of shares of common stock at $10.00 per share. The table assumes the receipt by TC Federal Bank of 50% of the net proceeds. See “How We Intend to Use the Proceeds from the Offering.”

 

		TC Federal Bank Historical at December 31, 2020								Pro Forma at December 31, 2020, Based Upon the Sale in the Offering of (1)
										3,995,000 Shares								4,700,000 Shares								5,405,000 Shares								6,215,750 Shares (2)
		Amount				Percent of Assets (3)				Amount				Percent of Assets (3)				Amount				Percent of Assets (3)				Amount				Percent of Assets (3)				Amount				Percent of Assets (3)
		(Dollars in thousands)
Equity		$	39,858				11.39	%		$	54,427				14.80	%		$	57,065				15.39	%		$	59,704				15.96	%		$	62,738				16.61	%
Tier 1 leverage capital		$	40,090				11.73	%		$	54,659				15.20	%		$	57,297				15.79	%		$	59,936				16.38	%		$	62,970				17.03	%
Tier 1 leverage capital requirement			17,091				5.00				17,979				5.00				18,139				5.00				18,299				5.00				18,484				5.00
Excess		$	22,999				6.73	%		$	36,680				10.20	%		$	39,158				10.79	%		$	41,637				11.38	%		$	44,486				12.03	%
Tier 1 risk-based capital (4)		$	40,090				16.46	%		$	54,659				22.11	%		$	57,297				23.12	%		$	59,936				24.12	%		$	62,970				25.27	%
Tier 1 risk-based requirement			19,489				8.00				19,773				8.00				19,825				8.00				19,876				8.00				19,935				8.00
Excess		$	20,601				8.46	%		$	34,886				14.11	%		$	37,472				15.12	%		$	40,060				16.12	%		$	43,035				17.27	%
Total risk-based capital (4)		$	43,148				17.71	%		$	57,717				23.35	%		$	60,355				24.36	%		$	62,994				25.36	%		$	66,028				26.50	%
Total risk-based requirement			24,361				10.00				24,717				10.00				24,781				10.00				24,845				10.00				24,918				10.00
Excess		$	18,787				7.71	%		$	33,000				13.35	%		$	35,574				14.36	%		$	38,149				15.36	%		$	41,110				16.50	%
Common equity tier 1 risk-based capital (4)		$	40,090				16.46	%		$	54,659				22.11	%		$	57,297				23.12	%		$	59,936				24.12	%		$	62,970				25.27	%
Common equity tier 1 risk-based requirement			15,835				6.50				16,066				6.50				16,107				6.50				16,149				6.50				16,197				6.50
Excess		$	24,255				9.96	%		$	38,593				15.61	%		$	41,190				16.62	%		$	43,787				17.62	%		$	46,773				18.77	%
Reconciliation of capital infused into TC Federal Bank:
Net offering proceeds										$	38,726							$	45,694							$	52,663							$	60,678
Proceeds to TC Federal Bank										$	19,363							$	22,847							$	26,332							$	30,339
Less: Common stock acquired by employee stock ownership plan											(3,196	)							(3,760	)							(4,324	)							(4,973	)
Less: Common stock acquired to fund stock-based benefit plans											(1,598	)							(1,880	)							(2,162	)							(2,486	)
Pro forma increase										$	14,569							$	17,207							$	19,846							$	22,880

 

(1)

Pro forma capital levels assume that the employee stock ownership plan purchases 8.0% of our total outstanding shares with funds we lend and that one or more stock-based benefit plans purchases 4.0% of our total outstanding shares to fund restricted stock awards under our stock-based benefit plans for restricted stock awards. Pro forma capital calculated under generally accepted accounting principles (“GAAP”) and regulatory capital have been reduced by the amount required to fund these plans. See “Management” for a discussion of the employee stock ownership plan.

(2)	As adjusted to give effect to an increase in the number of shares, which could occur due to a 15.0% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(3)	Tier 1 leverage capital levels are shown as a percentage of total adjusted assets. Risk-based capital levels are shown as a percentage of risk-weighted assets.

(4)	Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting.

 

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