UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 20202021
or
☐☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
_______
to _______

Commission file number001-39028
001-39028
CROSSFIRST BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Kansas26-3212879
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
LeawoodKS66211
(Address of principal executive offices)(Zip Code)
26-3212879
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
KS
66211
(Address of principal executive offices)
(Zip Code)
(
913
)
312-6822
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareCFBThe Nasdaq Stock Market LLC
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CFB
The
Nasdaq
Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes☐ No ☒
☐
No
☒
Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. Yes☐ No ☒
☐
No
☒
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes☒ No ☐
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was
required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large
“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☒
☐
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 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and
attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-OxleySarbanes
-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
The aggregate market value of voting stock held by nonaffiliates of the Registrant was $469,054,218 (based$
643,860,140
(based on the June 30, 2020,2021, closing price
of CrossFirst Bankshares, Inc. Common Shares of $9.78$13.75 as reported
on the NASDAQ Global Select Market.Market).
As of February 25, 2021,2022, the registrant had 51,645,335 
50,209,009
shares of common stock, par value $0.01, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III of this Annual Report on Form 10-K incorporates by reference certain
information from the registrant’s definitive proxy statement with respect to its 2021 202
2
annual meeting of stockholders, which will be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal
year to which this Annual Report on Form 10-K relates.

Table of Contents
2
CAUTIONARY NOTE
ABOUT FORWARD-LOOKING
STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements reflect our current
views
with respect to, among other things, future events and our financial performance. These statements
are often, but not always, made through
the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,
“predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,
“anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,
“goal,” “target,” “aim,” “would,” “annualized” and “outlook,” or the
negative version of those words or other comparable words or phrases of a future
or forward-looking nature. These forward-looking
statements are not historical facts, and are based on current expectations,
estimates and projections about our industry, management’s beliefs
and certain assumptions made by management, many of which, by
their nature, are inherently uncertain and beyond our control. Accordingly,
we caution that any such forward-looking statements are not guarantees
of future performance and are subject to risks, assumptions,
estimates, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these
forward-looking
statements are reasonable as of the date made, actual results may prove to be materially
different from the results expressed or implied by the
forward-looking statements.
ImportantThere are or will be important factors that could cause our actual results to differ
materially from those indicated in these forward-lookingforward-
looking statements, include,including, but are not limited to, the following:
• risks associated with the current outbreak of the novel coronavirus, or COVID-19;
• our ability to effectively execute our expansion strategy and manage our
growth, including identifying and consummating suitable
mergers and acquisitions and integrating merged and acquired companies;
• business and economic conditions, particularly those affecting our market
areas in Kansas, Missouri, Oklahoma, Texas and
Arizona, including a decrease in or the volatility of oil and gas prices or agricultural
commodity prices within the region;
• the geographic concentration of our markets in Kansas, Missouri, Oklahoma, Texas and Arizona;
• concentrations of loans secured by real estate and energy located in our
market areas;
• risks associated with our commercial loan portfolio, including the risk for
deterioration in value of the general business assets that
secure such loans;
• borrower and depositor concentration risks;
• our ability to maintain our reputation;
• our ability to successfully manage our credit risk and the sufficiency of our allowance;
• reinvestment risks associated with a significant portion of our loan portfolio
maturing in one year or less;
• our ability to attract, hire and retain qualified management personnel;
• our dependence on our management team, including our ability to retain executive
officers and key employees and their customer
and community relationships;
• changes in the anticipated rate hikes by the Federal Open Market Committee;
• fluctuations in interest rates and the fair value of our investment securities, which
could have an adverse effect on our profitability;
• competition from banks, credit unions and other financial services providers;
• our ability to maintain sufficient liquidity and capital;
• system failures, service denials, cyber-attacks and security breaches;
• our ability to maintain effective internal control over financial reporting;
• employee error, fraudulent activity by employees or customers and inaccurate or incomplete
information about our customers and
counterparties;
• increased capital requirements imposed by banking regulators, which
may require us to raise capital at a time when capital is not
available on favorable terms or at all;
• costs and effects of litigation, investigations or similar matters to which we may be
subject, including any effect on our reputation;
• severe weather, acts of god, acts of war or terrorism;
• compliance with governmental and regulatory requirements, including
the Dodd-Frank and Wall Street Consumer Protection Act
(“Dodd-Frank Act”) and other regulations relating to banking, consumer protection, securities and tax matters;
• changes in the laws, rules, regulations, interpretations or policies relating to financial
institutions, accounting, tax, trade, monetary
and fiscal matters, including the policies of the Federal Reserve and as a result of initiatives of
the current administration;
3
• risks associated with our common stock; and
• those factors set forth below under the heading "Risk Factors Summary" and under the heading "Part I, Item 1A. Risk Factors," in this Annual Report on Form 10-K. These10-K
The foregoing factors should not be construed as exhaustive and should be read
together with the other cautionary statements included
in this report. Because of these risks and other uncertainties, our actual future
results, performance or achievements, or industry results, may
be materially different from the results indicated by the forward-looking
statements in this report. In addition, our past results of operations
are not necessarily indicative of our future results. Accordingly, no forward-looking statements should be relied
upon, which represent our
beliefs, assumptions and estimates only as of the dates on which such forward-looking
statements were made. Any forward-looking
statement speaks only as of the date on which it is made, and we do not undertake
any obligation to update or review any forward-looking
statement, whether as a result of new information, future developments
or otherwise, except as required by law.
RISK FACTORS SUMMARY
•risks associated with the current outbreak of the novel coronavirus, or COVID-19;
•our ability to effectively execute our expansion strategy and manage our growth, including identifying and consummating suitable mergers and acquisitions and integrating merged and acquired companies;
•business and economic conditions, particularly those affecting our market areas in Kansas, Missouri, Oklahoma and Texas including a decrease in or the volatility of oil and gas prices or agricultural commodity prices within the region;
•the geographic concentration of our markets in Kansas, Missouri, Oklahoma and Texas;
•concentrations of loans secured by real estate and energy located in our market areas;
•risks associated with our commercial loan portfolio, including the risk for deterioration in value of the general business assets that secure such loans;
•borrower and depositor concentration risks;
•our ability to maintain our reputation;
•our ability to successfully manage our credit risk and the sufficiency of our allowance;
•reinvestment risks associated with a significant portion of our loan portfolio maturing in one year or less;
•our ability to attract, hire and retain qualified management personnel;
•our dependence on our management team, including our ability to retain executive officers and key employees and their customer and community relationships;
•fluctuations in interest rates and the fair value of our investment securities, which could have an adverse effect on our profitability;
•competition from banks, credit unions and other financial services providers;
•our ability to maintain sufficient liquidity and capital;
•system failures, service denials, cyber-attacks and security breaches;
•our ability to maintain effective internal control over financial reporting;
•employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our customers and counterparties;
•increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;
•costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect on our reputation;
•severe weather, acts of god, acts of war or terrorism;
•compliance with governmental and regulatory requirements, including the Dodd-Frank and Wall Street Consumer Protection Act (“Dodd-Frank Act”) and other regulations relating to banking, consumer protection, securities and tax matters;
•changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, including the policies of the Federal Reserve and as a result of initiatives of the current administration; and
•risks associated with our common stock.
3
4
CrossFirst Bankshares, Inc.
20202021 Form 10-K Annual Report
Table of Contents
PartItem NumberSectionPage Number
I
1
5
1A
15
1B
34
2
34
3
34
4
35
35
II
5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
36
6
Selected Financial Data
39
7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
39
7A
Quantitative and Qualitative Disclosures about Market Risk
72
8
Financial Statements and Supplementary Data
73
Report of BKD, LLP Independent Registered Public Accounting Firm
74
Consolidated Financial Statements and Related Notes
Consolidated Balance Sheets
75
Consolidated Statements of Income
76
Consolidated Statements of Comprehensive Income
77
Consolidated Statements of Stockholders’ Equity
78
Consolidated Statements of Cash Flows
79
Notes to Consolidated Financial Statements
81
9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
123
9A
Control and Procedures
123
9B
Other Information
124
III
10
Directors, Executive Officers and Corporate Governance
124
11
Executive Compensation
124
12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
124
13
Certain Relationships and Related Party Transactions and Director Independence
125
14
Principal Accountant Fees and Services
125
IV
15
Exhibits and Financial Statement Schedules
125
(a) (1) Financial Statements - See listing in Item 8 above
(a) (2) Financial Statement Schedules - None required
(a) (3) Exhibits
16
Form 10-K Summary
127
Signatures
127
Part
Item
Number
Section
Page
Number
I
1
5
1A
16
1B
28
2
29
3
29
4
29
29
II
5
30
6
[Reserved]
7
32
7A
67
8
68
69
Consolidated Financial Statements and Related Notes
70
71
72
73
74
76
9
127
9A
127
9B
127
9C
III
10
127
11
128
12
128
13
129
14
129
IV
15
129
(a) (1) Financial Statements - See listing in Item 8 above
(a) (2) Financial Statement Schedules - None required
(a) (3) Exhibits
16
131
132
4
Table of Contents
5
Part I
ITEM 1.
BUSINESS
Our Company
CrossFirst Bankshares, Inc., a Kansas corporation and registered bank
holding company (the “Company”), is the holding company for
CrossFirst Bank (the “Bank”). The Company was initially formed as a limited liability
company, CrossFirst Holdings, LLC, on September 1,
2008,
to become the holding company for the Bank and converted to a corporation in 2017. The Bank was established
as a Kansas state-charteredstate-
chartered bank in 2007 and provides a full suite of financial services to businesses, business
owners, professionals, and their personal
networks throughoutthrough our five primary marketseight offices located in Kansas, Missouri, Oklahoma, Texas
,
and Texas.Arizona.
Unless we state otherwise or the context otherwise requires, references
in the below section to “we,” “our,” “us,” “ourselves,” “our
company,” and the “Company” refer to CrossFirst Bankshares, Inc.,
a Kansas corporation, its predecessors and its consolidated subsidiaries.
References to “CrossFirst Bank” and the “Bank” refer to CrossFirst Bank, a Kansas chartered
bank and our wholly-ownedwholly owned consolidated
subsidiary.
Since opening our first branch in 2007, we have grown organically primarily by
establishing eight offices,branches, attracting new clients and
expanding our relationships with existing clients, as well as through two
strategic acquisitions.
Since inception, our strategy has been to
build the most trusted bank serving our markets, which we believe has driven
value for our stockholders.shareholders.
We are committed to a culture of
serving our clients and communities in extraordinary ways by providing
personalized, relationship-based banking. We believe that success is
achieved through establishing and growing the trust of our clients, employees,
shareholders,
and communities. We remain focused on robust growth
and are equally focused on building stockholder value through greater
efficiency and increased profitability. We intend to execute our
strategic plan through the following:
•
Continue organic growth;
•
Selectively pursue opportunities to expand through acquisitions or
new market development;
•
Improve profitability and operating efficiency;financial performance;
•
Attract, retain and develop talent;
•
Maintain a branch-lite business model with strategically placed locations; and
•
Leverage technology to enhance the client experience and improve profitability.
Developments during the Fiscal Year ended December
31, 2020
On March 11, 2020, the World Health Organization declared a global pandemic due to the COVID-19 pandemic outbreak and on March 13, 2020, the U.S. government declared a national emergency with respect to the outbreak. The COVID-19 pandemic required us to institute our business continuity procedures that included having employees work from home or on a rotation basis and meet with customers by appointment only. Our decisions minimized physical contact to protect our employees and customers. No interruptions to our business occurred and our services continued to function using alternative procedures.2021
As a result of the COVID-19 pandemic, the Paycheck Protection Program (“PPP”)
was established by the Coronavirus Aid, Relief,
and Economic Security (“CARES”) Act and authorized forgivable loans to small businesses. During 2020, weThe Consolidated Appropriations Act of 2021
allocated an additional $284 billion in PPP funding that started in January of 2021. The Company provided $369 an additional $134
million ofin PPP loans to support current customers and foster relationships with new customers. The
funding during 2021. These PPP loans earn interest at 1%, include fees between 1% and 5%, and typically mature
in twofive years. We anticipateAdditional
information related to the majorityCOVID-19 pandemic impact can be found
in the “COVID-19 Pandemic Impact” section within Management’s
Discussion and Analysis.
The Company implemented its business continuity procedures in March
2020 that included having employees work from home or on
a rotation basis and meet with customers by appointment only. In April of PPP loans provided2021, substantially all employees returned
to on-premises work
and the bank lobbies were re-opened to the public.
In January of 2021, the Company hired Jana Merfen to lead our enterprise
technology strategies and services for the Bank. During the
year ended December 31, 2021, the Company continued to strengthen
its technology strategy to enhance the digital experience for clients.
In April of 2021, the Company became a limited partner in 2020 a $150 million venture capital investment fund designed
to be forgivenhelp accelerate
technology adoption at community banks. The Company committed to a total investment
of $3 million. The investment fund will help
community banks find solutions that make them more competitive and
cost-efficient by identifying and investing in 2021, which will reduce our outstanding PPP loan balance and accelerate any remaining unearned loan fees.companies that solve
problems the community banks face.
6
During the second quarter of 2020, we executed our succession plan pursuant to which Michael J. Maddox2021, Benjamin R. Clouse was named
as the Company’s Chief ExecutiveFinancial Officer effective, June 1, 2020, July 12, 2021,
to succeed George F. Jones, Jr. whoDavid O’Toole.
In June of 2021, the Company announced that it was appointed as Vice Chairman. In addition, Steve Peterson was promoted to Chief Banking Officer.expanding its footprint
We made a strategic decision to lower our exposure towith the energy sector in the first quarteropening of 2020. We expect our energy loan portfolio to continue to decline in 2021. We also made a strategic decision in the fourth quarter of 2020 to lower our exposure to tribal nation lending and anticipate that these loans will decline significantly in 2021.
The Bank opened a smaller branch in Frisco, Texas as part of our growth strategy and moved our Kansas City, Missouri branch to a new, prominent location on the Country Club Plaza in the heart of Kansas City during the third quarter of 2020.Phoenix, Arizona.
The Company announced acompleted its $20 million common stock buybackshare repurchase program
in the fourth quarterJune of 2020. For the year ended December 31, 2020, 609,6132021. A total of 1,573,806 common shares were
repurchased at an average per share price of $12.68.
In July of 2021, Jay Shadwick notified the Company of his decision to retire from
the Company’s Board of Directors.
In October of 2021, the Company announced a new share repurchase
program under which we may repurchase up to $30 million of
Company common stock. As of December 31, 2021, the Company had repurchased 566,164 common
shares at an average per share price of
$14.75.
In December of 2021, the Company executed a contract to partner with
Q2 to begin the implementation phase of providing a unified
digital platform for approximately $6 million.clients across all channels. The Q2 platform provides a responsive
design with features and functionality parity between
online and mobile banking and gives the Company the ability to enhance
our digital client experience with additional revenue generating
5opportunities.
TableThe Company is also in the process of Contentstransitioning our credit card services
program in house, which will eliminate our utilization of a
third-party service provider. We anticipate the transition to be completed in 2022.
Products and Services
The Bank operates as a regional bank providing a broad offering of deposit and
lending products to commercial and consumer clients.
The Bank’s branches are located in: (i) Leawood, Kansas; (ii) Wichita, Kansas; (iii) Kansas City, Missouri;
(iv) Oklahoma City, Oklahoma; (v) Tulsa,
Oklahoma; (vi) Dallas, Texas; and (vii) Frisco, Texas.Texas,
and (viii) Phoenix, Arizona. We focus mainly on delivering products and services to small
and middle market commercial businesses and affluent consumers.
We believe that this is a client segment that is underserved by larger bank
competitors.
We offer cash and treasury management solutions to our clients to help build and
maintain our commercial relationships. We focus on
the following loan categories: (i) commercial loans, including enterprise value
lending; (ii) commercial real estate loans; (iii) construction
and development loans, including home builder lending; (iv) 1-4
family real estate loans; (v) energy loans; and (vi) consumer loans.
We offer deposit banking products including: (i) personal and business checking
and savings accounts; (ii) international banking
services; (iii) treasury management services; (iv) money market accounts;
(v) certificates of deposits; (vi) negotiable order of withdrawal
accounts; (vii) automated teller machine access; and (viii) mobile banking.
Competition
The banking and financial services industry is highly competitive, and we compete with
a wide range of financial institutions within
our markets, including local, regional and national commercial banks and
credit unions. We also compete with mortgage companies, trust
companies, brokerage firms, consumer finance companies, securities firms,
insurance companies, third-party payment processors, financial
technology (“Fintech”) companies, and other financial intermediaries.
Some of our competitors are not subject to the regulatory restrictions
and level of regulatory supervision applicable to us.
Human Capital Resources
Employee Profile
As of December
31, 2020,2021, the Company had 328360 full-time equivalent employees in locations across the
states of Kansas, Missouri,
Oklahoma, Texas and Texas.Arizona. As of December 31, 2020,2021, approximately 58%59% of our current workforce is female, 42%41% male.
Compensation and Benefits Program
As part of our compensation philosophy, the Company offers and maintains
competitive total rewards programs to attract and retain
superior talent throughout our market footprint. In addition to competitive base wages,
pay, additional programs include annual bonus opportunities,
long-term incentive opportunities, a Company augmented Employee Stock Ownership
Plan, Company matched 401(k) Plan, healthcare and
insurance benefits, health savings and flexible spending accounts, paid
time off, family leave, a Volunteer Time Off (“VTO”) program,
flexible work schedules, and employee assistance programs.
7
Diversity and Inclusion
We believe that an equitable and inclusive environment with diverse teams supports
our core values and strategic initiatives, and it is
crucial to our efforts to attract and retain key talent.
We are focused on maintaining and enhancing our inclusive culture through
our
CrossFirst Cares program and our IDEA Champions employee resource group.
These groups enhance an inclusive culture through company
events, participation in our recruitment efforts, and input into our development
strategies.
Our ongoing diversity and inclusion initiatives support our goal of engaging
employees throughout the Company in creating an
inclusive workplace.
We are focused on sourcing and hiring candidates with fair and equitable strategies and
creating an environment where
all employees can develop and thrive.
Community Involvement
We build strong relationships within the communities we serve and
support the passions of our employees. We encourage our
employees to volunteer their time and talent by serving on boards and providing support to supporting
the communities where they live and work.
We understand this commitment makes a broader impact. That is why we helpthat helping our employees devote their energies to causes that matter
to them, to their communities and to those
individuals who are most in need. need makes a broader impact.
Our CrossFirst Volunteer Time Off program provides paid leave for these
volunteer activities.
Our spirit of employee giving is also championed through our Generous
Giving program.
Through this program, we offer every
employee the opportunity to provide financial support for another
individual by matching up to $500 per employee gift, per year. Our
Generous Giving is designed to give our employees additional resources to
make a difference in people’s lives.
6
The intention is to participate inWe focus on giving back to the communitycommunities we serve and offerproviding opportunities
to our employees to share in that effort.
At the
same time, we recognize that participating in these activities enriches all our
lives.
Health and Safety
The success of our business is fundamentally connected to the well-being of our
people. Accordingly, we are committed to the health,
safety and wellness of our employees. We provide our employees and their families
with access to a variety of flexible and convenient health
and welfare programs. This includes offering benefits to support their physical
and mental well-being; providing tools and resources to help
improve or maintain their health status; and offering choices where
possible for employees to customize their benefits to meet their needs and
the needs of their families. In response to the COVID-19 pandemic, the
Company implemented significant operating environment changes
that leadership determined were in the best interest of our employees, the communities
in which we operate, and which comply with
government regulations. This includes providing flexible work from home
options for a large percentage of our employees, while
implementing additional safety measures for employees continuing
critical on-site work.
Talent Development
We prioritize and invest in creating opportunities to help our employees grow
and build their careers usingthrough a variety of training and
development programs. These include online, classroom and on-the-job learning formats
paired with an individualized development
approach.
A core tenet of our talent system is to both develop talent from within and supplement with external candidates. This approach
has
yielded loyalty and commitment in our employee base which benefits our business,
our products, and our clients.
In 2020,2021, over 15%19% of our
current employees were promoted into roles with increased responsibilities. The addition
of new employees and external ideas supports our
culture of continuous improvement and a diverse and inclusive workforce.
Our performance management framework includes monthly business and functional
reviews, along with one-on-one and quarterly
forward-looking goal setting and development discussions, followed by
annual opportunities for pay differentiation based on overall
employee performance distinction.
Supervision and Regulation
The following is a general summary of the material aspects of certain statutes and regulations that are applicable to us. These
summary descriptions are not complete. Please refer to the full text of the statutes, regulations, and corresponding guidance for more
information. These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be
adopted. We are unable to predict future changes or the effects, if any, that these changes could have on our business or our revenues.
8
General
We are extensively regulated under U.S. federal and state law. As a result, our growth and earnings performance
may be affected not
only by management decisions and general economic conditions,
but also by federal and state statutes and by the regulations and policies of
various bank regulatory agencies, including the Office of the State Bank Commissioner
of Kansas, the Federal Reserve, the Federal Deposit
Insurance Corporation (“FDIC”) and the Consumer Financial Protection
Bureau (“CFPB”). Furthermore, tax laws administered by the
Internal Revenue Service (“IRS”) and state and local taxing authorities, accounting
rules developed by the Financial Accounting Standards
Board (“FASB”), securities laws administered by the Securities and Exchange
Commission (“SEC”) and state securities authorities and Anti-MoneyAnti-
Money Laundering (“AML”) laws enforced by the U.S. Department of
the Treasury also impact our business. The effect of these statutes,
regulations, regulatory policies and rules are significant to our financial condition
and results of operations. Further, the nature and extent of
future legislative, regulatory or other changes affecting financial institutions are
impossible to predict with any certainty.
Federal and state banking laws impose a comprehensive system of supervision,
regulation, and enforcement on the operations of
banks, their holding companies and their affiliates. These laws are intended primarily
for the protection of depositors, clients and the Deposit
Insurance Fund of the FDIC (“DIF”) rather than for stockholders.
This supervisory and regulatory framework subjects banks and bank
holding companies to regular examination by their respective
regulatory agencies, which results in examination reports and ratings
that, while not publicly available, can affect the conduct and growth of
their businesses.
Regulatory Capital Requirements
The federal banking agencies require that banking organizations meet
several risk-based capital adequacy requirements known as the “Basel
“Basel III Capital Rules.” The Basel III Capital Rules implement the Basel Committee’s December
2010 framework for strengthening
international capital standards and certain provisions of the Dodd-FrankDodd
-Frank Act.
7
The Basel III Capital Rules require the Company and the Bank to comply with four minimum
capital standards: (i) a tier 1 leverage
ratio of at least 4.0%; (ii) a CET1 to risk-weighted assets of at least 4.5%; (iii) a tier 1
capital to risk-weighted assets of at least 6.0%; and (iv)
a total capital to risk-weighted assets of at least 8.0%. CET1 capital is generally
comprised of common stockholders’ equity and retained
earnings subject to applicable regulatory adjustments. Tier 1 capital is generally
comprised of CET1 and additional tier 1 capital. Additional
tier 1 capital generally includes certain noncumulative perpetual preferred
stock and related surplus and minority interests in equity accounts
of consolidated subsidiaries. We are permitted to include qualifying trust preferred
securities issued prior to May 19, 2010 as additional tier 1
capital. Total capital includes tier 1 capital (CET1 capital plus additional tier 1 capital) and tier 2
capital. Tier 2 capital is generally comprised
of capital instruments and related surplus meeting specified requirements,
and may include cumulative preferred stock and long-term
perpetual preferred stock, mandatory convertible securities, intermediate
preferred stock, and subordinated debt. Also included in tier 2
capital is the allowance for loan and lease losses (“ALLL”) limited to a maximum
of 1.25% of risk-weighted assets. The calculation of all
types of regulatory capital is subject to deductions and adjustments specified in
the regulations.
The Basel III Capital Rules also establish a “capital conservation buffer” of 2.5%
above the regulatory minimum risk-based capital
requirements. The capital conservation buffer requirement was phased in beginning in
January 2016 and is now fully implemented. An
institution is subject to limitations on certain activities, including payment of
dividends, share repurchases and discretionary bonuses to
executive officers, if its capital level is below the buffered ratio.
The Basel III minimum capital ratios as applicable to the Bank and to the Company
are summarized in the table below:
Basel III Minimum For Capital Adequacy PurposesBasel III Additional Capital Conservation BufferBasel III Ratio With Capital Conservation Buffer
Total risk based capital (total capital to risk-weighted assets)8.00%2.50%10.50%
Tier 1 risk based capital (tier 1 to risk-weighted assets)6.002.508.50
Common equity tier 1 risk based capital (CET1 to risk-weighted assets)4.502.507.00
Tier 1 leverage ratio (tier 1 to average assets)4.00%—%4.00%
Basel III
Minimum For
Capital Adequacy
Purposes
Basel III
Additional
Capital
Conservation
Buffer
Basel III Ratio
With Capital
Conservation
Buffer
Total risk based capital (total capital to risk-weighted assets)
8.00%
2.50%
10.50%
Tier 1 risk based capital (tier 1 to risk-weighted assets)
6.00
2.50
8.50
Common equity tier 1 risk based capital (CET1 to risk-weighted
assets)
4.50
2.50
7.00
Tier 1 leverage ratio (tier 1 to average assets)
4.00%
—%
4.00%
In determining the amount of risk-weighted assets for purposes of calculating
risk-based capital ratios, a banking organization’s assets,
including certain off-balance sheet assets are multiplied by a risk weight factor
assigned by the regulations based on perceived risks inherent
in the type of asset. As a result, higher levels of capital are required for asset categories believed to present
greater risk.
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As of December 31, 2020,2021, the Company’s and the Bank’s capital ratios exceeded
the minimum capital adequacy guideline percentage
requirements under the Basel III Capital Rules.
The Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”) directed the federal banking agencies to develop a specified Community Bank Leverage Ratio (“CBLR”), the ratio of a bank’s equity capital to its consolidated assets of not less than 8% and not more than 10%. On November 4, 2019, federal regulators issued final rules that provide certain banks and their holding companies with the option to elect out of complying with the Basel III Capital Rules. The final rule was effective January 1, 2020 for a “Qualifying Community Banking Organization” (“QCBO”) defined as a bank or a bank holding company with:
•a CBLR greater than 9%; provided, that under the CARES Act and regulations issued by federal banking agencies thereunder, effective October 1, 2020, the CBLR has been temporarily reduced to 8% for 2020 and 8.5% for 2021 and will be reset at 9% beginning January 1, 2022;
•total consolidated assets of less than $10 billion;
•total off-balance sheet exposures (excluding derivatives other than credit derivatives and unconditionally cancellable commitments) of 25% or less of total consolidated assets; and
•total trading assets and trading liabilities of 5% or less of total consolidated assets.
As of December 31, 2020, we did not qualify as a QCBO.
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Prompt Corrective Action
The Federal Deposit Insurance Act requires federal banking agencies to take “prompt corrective action” with
respect to depository
institutions that do not meet minimum capital requirements. For purposes of
prompt corrective action, the law establishes five capital tiers: “well-capitalized,
“well-capitalized,” “adequately-capitalized,” “under-capitalized,” “significantly
“significantly under-capitalized,” and “critically under-capitalized.” A
depository institution’s capital tier depends on its capital levels and certain other
factors established by regulation. In order to be a “well-capitalized”“well-
capitalized” depository institution, a bank must maintain a CET1 risk-based
capital ratio of 6.5% or more, a tier 1 risk-based capital ratio of
8% or more, a total risk-based capital ratio of 10% or more and a leverage ratio of
5% or more (and is not subject to any order or written
directive specifying any higher capital ratio). At each successively lower capital category, a bank is subject
to increased restrictions on its
operations.
As of December 31, 2020,2021, the Bank met the requirements for being deemed “well-capitalized”
“well-capitalized” for purposes of the prompt corrective
action regulations and was not otherwise subject to any order or written directive
specifying any higher capital ratios.
Enforcement Powers of Federal and State Banking
Agencies
The federal banking regulatory agencies have broad enforcement
powers, including the power to terminate deposit insurance, impose
substantial fines and other civil and criminal penalties, and appoint a conservator
or receiver for financial institutions. Failure to comply with
applicable laws and regulations could subject us and our officers and directors
to administrative sanctions and potentially substantial civil
money penalties.
The Company
General
As a bank holding company, the Company is subject to regulation and supervision
by the Federal Reserve under the Bank Holding
Company Act of 1956, as amended (“BHCA”). Under the BHCA, the Company is subject to periodic examination
by the Federal Reserve.
The Company is required to file with the Federal Reserve periodic reports of
its operations and such additional information as the Federal
Reserve may require.
Acquisitions, Activities and
Change in Control
The BHCA generally requires the prior approval by the Federal Reserve for any merger involving a bank holding company
or a bank
holding company’s acquisition of more than 5% of a class of voting securities
of any additional bank or bank holding company or to acquire
all or substantially all of the assets of any additional bank or bank holding company.
Federal law also prohibits any person or company from acquiring “control”
of an FDIC-insured depository institution or its holding
company without prior notice to the appropriate federal bank regulator. “Control”
“Control” is conclusively presumed to exist upon the acquisition of
25% or more of the outstanding voting securities of a bank or bank holding company,
but may arise under certain circumstances between 5%
and 24.99% ownership.
Permitted Activities
The BHCA generally prohibits the Company from controlling or engaging in any business other than that of banking,
managing and
controlling banks or furnishing services to banks and their subsidiaries. This general
prohibition is subject to a number of exceptions. The
principal exception allows bank holding companies to engage in, and to
own shares of companies engaged in, certain businesses found by the
Federal Reserve prior to November 11, 1999 to be “so closely related to banking
as to be a proper incident thereto.”
Additionally, bank holding companies that meet certain eligibility requirements
prescribed by the BHCA and elect to operate as
financial holding companies may engage in, or own shares in companies engaged
in, a wider range of nonbanking activities, including
securities and insurance underwriting and sales, merchant banking
and any other activity that the Federal Reserve, in consultation with the
Secretary of the Treasury, determines by regulation or order is financial in nature or
incidental to any such financial activity or that the
Federal Reserve determines by order to be complementary to any
such financial activity and does not pose a substantial risk to the safety or
soundness of depository institutions or the financial system generally. The Company
has not elected to be a financial holding company, and
we have not engaged in any activities determined by the Federal Reserve to be financial
in nature or incidental or complementary to activities
that are financial in nature.
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10
Source of Strength
Bank holding companies, such as the Company, are required by statute to serve
as a source of financial strength for their subsidiary
depository institutions, by providing financial assistance to their insured depository
institution subsidiaries in the event of financial distress.
Under the source of strength requirement, the Company could be required
to provide financial assistance to the Bank should it experience
financial distress. Furthermore, the Federal Reserve has the right to order
a bank holding company to terminate any activity that the Federal
Reserve believes is a serious risk to the financial safety, soundness or stability
of any subsidiary bank. The regulators may require these and
other actions in support of controlled banks even if such action is not in the best interests of
the bank holding company or its stockholders.
Safe and Sound Banking Practices
Bank holding companies and their nonbanking subsidiaries are prohibited
from engaging in activities that represent unsafe and
unsound banking practices or that constitute a violation of law or regulations.
Under certain conditions the Federal Reserve may conclude
that certain actions of a bank holding company, such as a payment of a cash dividend,
would constitute an unsafe and unsound banking
practice. The Federal Reserve also has the authority to regulate the debt of bank holding companies,
including the authority to impose
interest rate ceilings and reserve requirements on such debt. Under certain
circumstances the Federal Reserve may require a bank holding
company to file written notice and obtain its approval prior to purchasing
or redeeming its equity securities, unless certain conditions are met.
Dividend Payments, Stock Redemptions and Repurchases
The Company’s ability to pay dividends to its stockholders is affected by both
general corporate law considerations and the
regulations and policies of the Federal Reserve applicable to bank holding companies,
including the Basel III Capital Rules. Generally, a
Kansas corporation may declare and pay dividends upon the shares of
its capital stock either out of its surplus, as defined in and computed in
accordance with K.S.A. 17-6404 and 17-6604, and amendments thereto,
or in case there is not any surplus, out of its net profits for the fiscal
year in which the dividend is declared or the preceding fiscal year, or both.
If the capital of the corporation, computed in accordance with
K.S.A. 17-6404 and 17-6604, and amendments thereto, is diminished
by depreciation in the value of its property, or by losses, or otherwise,
to an amount less than the aggregate amount of the capital represented by the
issued and outstanding stock of all classes having a preference
upon the distribution of assets, then no dividends may be paid out of such net profits
until the deficiency in the amount of capital represented
by the issued and outstanding stock of all classes having a preference upon the distribution
of assets shall have been repaired.
It is the Federal Reserve’s policy that bank holding companies should generally
pay dividends on common stock only out of income
available over the past year, and only if prospective earnings retention is consistent
with the organization’s expected future needs and
financial condition. It is also the Federal Reserve’s policy that bank holding companies
should not maintain dividend levels that undermine
their ability to be a source of strength to its banking subsidiaries. Additionally, the Federal Reserve has indicated that bank
holding
companies should carefully review their dividend policy and has discouraged
payment ratios that are at maximum allowable levels unless
both asset quality and capital are very strong.
Bank holding companies must consult with the Federal Reserve before
redeeming any equity or other capital instrument included in
tier 1 or tier 2 capital prior to stated maturity, if such redemption could have
a material effect on the level or composition of the
organization’s capital base. In addition, bank holding companies are unable
to repurchase shares equal to 10% or more of their net worth if
they would not be well-capitalized (as defined by the Federal Reserve) after
giving effect to such repurchase. Bank holding companies
experiencing financial weaknesses, or that are at significant risk of developing
financial weaknesses, must consult with the Federal Reserve
before redeeming or repurchasing common stock or other regulatory
capital instruments.
Other Regulation
As a company whose stock is publicly traded, the Company is subject to various
federal and state securities laws, including the
Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
Sarbanes-Oxley Act of 2002, and the Company files periodic reports with the Securities and Exchange Commission. In addition,
because the
Company’s common stock is listed with The Nasdaq Stock Market LLC, the Company
is subject to the listing rules of that exchange.
The Bank
General
The Bank is a Kansas state-chartered bank and is not a member bank of the Federal
Reserve. As a Kansas state-chartered bank, the
Bank is subject to the examination, supervision and regulation by
the Office of the State Bank Commissioner of Kansas (“OSBCK”), the
chartering authority for Kansas banks, and by the FDIC. The Bank is also subject to certain regulations
of the CFPB.
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The OSBCK supervises and regulates all areas of the Bank’s operations
including, without limitation, the making of loans, the
issuance of securities, the conduct of the Bank’s corporate affairs, the satisfaction of
capital adequacy requirements, the payment of
dividends, and the establishment or closing of banking offices. The FDIC is the Bank’s primary
federal regulatory agency, and periodically
examines the Bank’s operations and financial condition and compliance
with federal law. In addition, the Bank’s deposit accounts are insured
by the DIF to the maximum extent provided under federal law and FDIC regulations,
and the FDIC has certain enforcement powers over the Bank.
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Bank.
Depositor Preference
In the event of the ‘‘liquidation or other resolution’’ of an insured depository institution, the claims of depositors of the institution,
including the claims of the FDIC as subrogee of insured depositors, and certain
claims for administrative expenses of the FDIC as a receiver,
will have priority over other general unsecured claims against the institution.
If an insured depository institution fails, insured and uninsured
depositors, along with the FDIC, will have priority in payment ahead of unsecured,
non-deposit creditors including the parent bank holding
company with respect
to any extensions of credit they have made to that insured depository institution.
Brokered Deposit and Deposit Rate Restrictions
In December of 2020, the FDIC finalized revisions to its regulations relating
to brokered deposits and interest rate restrictions that
apply to less than well-capitalized insured depository institutions. The final rule became
effective April 1, 2021 and full compliance with the
revised brokered deposit regulation was extended to January 1, 2022.
Well-capitalized institutions are not subject to limitations on brokered
deposits, while adequately-capitalized institutions are able to
accept, renew or roll over brokered deposits, only with a waiver from the
FDIC and subject to certain restrictions on the yield paid on such
deposits. Under-capitalized institutions are generally not permitted to
accept, renew, or roll over brokered deposits and are subject to a
deposit rate cap, pursuant to which the institutions would be prohibited from
paying in excess of the higher of (1) 75 basis points above
published national deposit rates or (2) for maturity deposits, 120
percent of the current yield on similar maturity U.S. Treasury obligations
and, for non-maturity deposits, the federal funds rate plus 75 basis points, unless the
FDIC determined that the institutions’ local market rate
was above the national rate. As of December 31, 2020,2021, the Bank was eligible to accept brokered deposits without a
waiver from the FDIC
and was not subject to the deposit rate cap.
Deposit Insurance
As an FDIC-insured institution, the Bank is required to pay deposit insurance premiums
to the FDIC. The FDIC has adopted a risk-basedrisk-
based assessment system whereby FDIC-insured depository
institutions pay insurance premiums at rates based on their risk classification. An
institution’s risk classification is assigned based on its capital levels and
the level of supervisory concern the institution poses to the
regulators. For deposit insurance assessment purposes, an insured depository
institution is placed in one of four risk categories each quarter.
An institution’s assessment is determined by multiplying its assessment rate
by its assessment base. The total base assessment rates range
from 1.5 basis points to 40 basis points. While in the past an insured depository
institution’s assessment base was determined by its deposit
base, amendments to the Federal Deposit Insurance Act revised the assessment base so that it is calculated using average consolidated
total
assets minus average tangible equity.
Additionally, the Dodd-Frank Act altered the minimum designated reserve ratio of the DIF, increasing the minimum
from 1.15% to
1.35% of the estimated amount of total insured deposits, and eliminating
the requirement that the FDIC pay dividends to depository
institutions when the reserve ratio exceeds certain thresholds. The FDIC had until
September 3, 2020 to meet the 1.35% reserve ratio target,
but it announced in November 2018
that the DIF had reached 1.36%, exceeding the 1.35% reserve ratio
target. At least semi-annually, the
FDIC updates its loss and income projections for the DIF and, if needed, may increase
or decrease the assessment rates, following notice and
comment on proposed rule-making. However, as of June 30, 2020,
the reserve ratio fell to 1.30%, below the statutory minimum of 1.35%.
On September 15, 2020, the FDIC adopted a Restoration Plan to restore the reserve
ratio to at least 1.35% within eight years. The FDIC
projects that the reserve ratio will return to 1.35% without further
action by the FDIC before the end of that eight-year period, but the FDIC
will closely monitor deposit balance trends, potential losses, and other factors that affect
the reserve ratio. As a result, the Bank’s FDIC
deposit insurance premiums could increase or decrease. During the
year ended December 31, 2020,2021, the Bank paid $4 million in FDIC deposit
insurance premiums.
Audit Reports
Since the Bank is an insured depository institution with total assets of $1 billion
or more, financial statements are prepared in
accordance with Generally Accepted Accounting Principles (“GAAP”), management’s certifications signed by the Company's and the Bank’s
chief executive officer and chief accounting or financial officer concerning
management’s responsibility for the financial statements, and an
attestation by the auditors regarding the Bank’s internal controls must be submitted
to the FDIC and OSBCK. The Federal Deposit Insurance
Corporation Improvement Act of 1991 requires that the Bank (or, as explained below, the Company)
have an independent audit committee,
consisting of outside directors who are independent of management of the
Company and the Bank. The audit committee must include at least
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two members with experience in banking or related financial management,
must have access to outside counsel and must not include
representatives of large clients. Certain insured depository institutions with total assets of
less than $5 billion, or $5 billion or more and a
composite CAMELS (i.e., capital adequacy, assets, management capability,
earnings, liquidity, sensitivity) rating of 1 or 2, may satisfy these
audit committee requirements if its holding company has an audit committee
that satisfies these requirements. The Company’s audit
committee satisfies these requirements.
Examination Assessments
Pursuant to the Kansas Banking Code, the expense of every regular examination,
together with the expense of administering the
banking and savings and loan laws, including salaries, travel expenses, supplies
and equipment are paid by the banks and savings and loan
associations of Kansas, which are generally allocated among them
based on total asset size. During the year ended December 31, 2020,2021, the
Bank paid examination assessments to the OSBCK totaling $414 $685
thousand.
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Capital Requirements
Banks are generally required to maintain minimum capital ratios. For a discussion
of the capital requirements applicable to the Bank,
see “Regulatory Capital Requirements” above.
Bank Reserves
The Federal Reserve requires all depository institutions to maintain
reserves against some transaction accounts (primarily Negotiable
Order of Withdrawal (“NOW”) and Super NOW checking accounts). The balances maintained to meet
the reserve requirements imposed by
the Federal Reserve may be used to satisfy liquidity requirements. An institution may borrow from the Federal
Reserve “discount window”
as a secondary source of funds if the institution meets the Federal Reserve’s credit standards. The Federal
Reserve reduced the reserve
requirement to 0% effective March 26, 2020.
Dividend Payments
A primary source of funds for the Company is dividends from the Bank. The Bank is not permitted to pay a dividend to the Company
under certain circumstances, including if the Bank is under-capitalized
under the prompt corrective action framework or if the Bank fails to
maintain the required capital conservation buffer. The Kansas Banking Code also
places restrictions on the declaration of dividends by the
Bank to the Company. No dividend may be paid from the capital stock account of
the Bank. The current dividends of the Bank may only be
paid from undivided profits after deducting losses. Before declaring any cash dividend
from undivided profits, the Bank’s board of directors
must ensure
that the surplus fund equals or exceeds the capital stock account. If the surplus fund is less than the capital
stock account, the
Bank’s board of directors may transfer 25% of the net profits of the Bank, since
the last preceding dividend from undivided profits, to the
surplus fund, except no additional transfers are required once the surplus fund
equals or exceeds the capital stock account. Any other
dividend (whether in cash or other property) from the Bank to the Company
requires the prior approval of the OSBCK.
The payment of dividends by any financial institution is affected by
the requirement to maintain adequate capital pursuant to
applicable capital adequacy guidelines and regulations, and a financial institution
generally is prohibited from paying any dividends if,
following payment thereof, the institution would be under-capitalized. As described above, the Bank exceeded
its minimum capital
requirements under applicable regulatory guidelines as of December
31, 2020.2021.
Transactions with Affiliates
The Bank is subject to Sections 23A and 23B of the Federal Reserve Act (the “Affiliates Act”) and the Federal Reserve’s
implementation of Regulation W. An affiliate of a bank under the Affiliates
Act is any company or entity that controls, is controlled by or is
under common control with the bank. Accordingly, transactions between the Company, the Bank and any nonbank
subsidiaries will be
subject to a number of restrictions. The amount of loans or extensions of credit which the Bank
may make to nonbank affiliates, or to third
parties secured by securities or obligations of the nonbank affiliates, are substantially
limited by the Affiliates Act. Such acts further restrict
the range of permissible transactions between a bank and an affiliated company. A bank and its subsidiaries may engage in certain
transactions, including loans and purchases of assets, with an affiliated company
only if the terms and conditions of the transaction, including
credit standards, are substantially the same as, or at least as favorable to the bank
as, those prevailing at the time for comparable transactions
with non-affiliated companies or, in the absence of comparable transactions, on
terms and conditions that would be offered to non-affiliated
companies.
13
Loans to Directors, Executive Officers and Principal Stockholders
The authority of the Bank to extend credit to its directors, executive officers and principal stockholders,
including their immediate
family members and corporations and other entities they control, is subject
to substantial restrictions and requirements under the Federal
Reserve’s Regulation O, as well as the Sarbanes-Oxley Act.
Limits on Loans to One Borrower
As a Kansas state-chartered bank, the Bank is subject to limits on the amount
of loans it can make to one borrower. With certain
limited exceptions, loans and extensions of credit from Kansas state-chartered
banks outstanding to any borrower (including certain related
entities of the borrower) at any one time may not exceed 25% of the capital of the
bank. Certain types of loans are exempt from the lending
limits, including loans fully secured by segregated deposits held by
the bank or bonds or notes of the United States. A Kansas
state-chartered
bank may lend an additional amount if the loan is fully secured by certain types
of real estate. In addition to the single borrower limitation
described above, loans to a borrower and its subsidiaries generally may not exceed
50% of the capital of the bank. The Bank’s legal lending
limit to any one borrower was $156$170 million as of December 31, 2020.
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2021.
Safety and Soundness Standards/Risk Management
The federal banking agencies have adopted guidelines establishing
operational and managerial standards to promote the safety and
soundness of federally insured depository institutions. The guidelines set forth standards
for internal controls, information systems, internal
audit systems, loan documentation, credit underwriting, interest rate exposure,
asset growth, compensation, fees and benefits, asset quality
and earnings. In general, the safety and soundness guidelines prescribe the goals to be
achieved in each area, and each institution is
responsible for establishing its own procedures to achieve those goals. If an institution
fails to comply with any of the standards set forth in
the guidelines, the financial institution’s primary federal regulator
may require the institution to submit a plan for achieving and maintaining
compliance. If a financial institution fails to submit an acceptable compliance
plan, or fails in any material respect to implement a
compliance plan that has been accepted by its primary federal regulator, the
regulator is required to issue an order directing the institution to
cure the deficiency. Until the deficiency cited in the regulator’s order
is cured, the regulator may restrict the financial institution’s rate of
growth, require the financial institution to increase its capital, restrict the rates
the institution pays on deposits or require the institution to
take any action the regulator deems appropriate under the circumstances.
Noncompliance with the standards established by the safety and
soundness guidelines may also constitute grounds for other enforcement
action by the federal bank regulatory agencies, including cease and
desist orders and civil money penalty assessments.
Community Reinvestment
Act (“CRA”)
The CRA is intended to encourage insured depository institutions, while operating safely and soundly, to help meet the
credit needs of
their communities. The CRA specifically directs the federal bank regulatory agencies, in examining insured depository institutions,
to assess
their record of helping to meet the credit needs of their entire community, including
low and moderate income neighborhoods, consistent
with safe and sound banking practices. The CRA further requires the agencies to take a financial institution’s record of meeting
its
community credit needs into account when evaluating applications for,
among other things, domestic branches, consummating mergers or
acquisitions or holding company formations.
The federal banking agencies have adopted regulations which measure
a bank’s compliance with its CRA obligations on a
performance based evaluation system. This system bases CRA ratings on an institution’s actual lending service and investment
performance
rather than the extent to which the institution conducts needs assessments, documents
community outreach or complies with other procedural
requirements. The ratings range from a high of “outstanding” to a low of “substantial noncompliance.” The
Bank had a CRA rating of “satisfactory”
“satisfactory” as of its most recent CRA assessment.
Anti-Money Laundering and the Office of Foreign
Assets Control Regulation
The Company and the Bank must comply with the requirements of the Bank
Secrecy Act (“BSA”). The BSA
was enacted to prevent
banks and other financial service providers from being used as intermediaries
for, or to hide the transfer or deposit of money derived from,
drug trafficking, money laundering, and other crimes. Since its passage, the BSA has been amended several times. These amendments
include the Money Laundering Control Act of 1986, which made money laundering a criminal act, as well as the Money Laundering
Suppression Act of 1994, which required regulators to develop enhanced examination procedures and increased
examiner training to improve
the identification of money laundering schemes in financial institutions. The USA Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“PATRIOT Act”), substantially broadened the scope of U.S.
anti-money laundering laws and regulations by imposing significant new
compliance and due diligence obligations, creating new crimes and
penalties and expanding the extra-territorial jurisdiction of the United
States. The regulations impose obligations on financial institutions to
maintain appropriate policies, procedures and controls to detect, prevent,
and report money laundering and terrorist financing. The
regulations include significant penalties for non-compliance. Likewise,
Office of Foreign Assets Control (“OFAC”) administers and enforces
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economic and trade sanctions against targeted foreign countries and regimes
under authority of various laws, including designated foreign
countries, nationals and others. OFAC publishes lists of specially designated
targets and countries. Financial institutions are responsible for,
among other things, blocking accounts of and transactions with such
targets and countries, prohibiting unlicensed trade and financial
transactions with them and reporting blocked transactions after their occurrence.
Failure of a financial institution to maintain and implement
adequate anti-money laundering and OFAC programs, or to comply
with all of the relevant laws or regulations, could have serious legal and
reputational consequences for the institution.
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Concentrations in Commercial Real Estate (“CRE”)
Concentration risk exists when financial institutions deploy too many assets to any
one industry or segment. Concentration stemming
from CRE is one area of regulatory concern. The CRE Concentration Guidance, provides supervisory
criteria, including the following
numerical indicators, to assist bank examiners in identifying banks with potentially
significant CRE loan concentrations that may warrant
greater supervisory scrutiny: (i) CRE loans exceeding 300% of capital
and increasing 50% or more in the preceding three years; or (ii)
construction and land development loans exceeding 100% of capital. The CRE Concentration
Guidance does not limit banks’ levels of CRE
lending activities, but rather guides institutions in developing risk management
practices and levels of capital that are commensurate with the
level and nature of their CRE concentrations. If a concentration is present,
management must employ heightened risk management practices
that address the following key elements: (i) board and management oversight
and strategic planning; (ii) portfolio management; (iii)
development of underwriting standards; (iv) risk assessment and
monitoring through market analysis and stress testing; and (v) maintenance
of increased capital levels as needed to support the level of commercial real estate lending.
On December 18, 2015, the federal banking
agencies jointly issued a ‘‘statement on prudent risk management for commercial
real estate lending’’ reminding financial institutions of
developing risk management practices. See also “Risk Factors—We have
a concentration in commercial real estate lending that could cause
our regulators to restrict our ability to grow” in this Form 10-K.
Consumer Financial Services
The Bank is subject to federal and state consumer protection statutes and regulations
promulgated under those laws, including, without
limitation, regulations issued by the CFPB. These laws and regulations could increase or decrease
the cost of doing business, limit or expand
permissible activities or affect the competitive balance among financial
institutions.
Incentive Compensation Guidance
The federal bank regulatory agencies have issued comprehensive guidance
intended to ensure that the incentive compensation policies
of banking organizations do not undermine the safety and soundness
of those organizations by encouraging excessive risk-taking. The
incentive compensation guidance sets expectations for banking organizations
concerning their incentive compensation arrangements and
related risk management, control and governance processes. The incentive
compensation guidance, which covers all employees that have the
ability to materially affect the risk profile of an organization, either individually
or as part of a group, is based upon three primary principles:
(i) balanced risk taking incentives; (ii) compatibility with effective controls
and risk management; and (iii) strong corporate governance. Any
deficiencies in compensation practices that are identified may be incorporated
into the organization’s supervisory ratings, which can affect its
ability to make acquisitions or take other actions. In addition, under the incentive
compensation guidance, a banking organization’s federal
supervisor may initiate enforcement action if the organization’s incentive compensation
arrangements pose a risk to the safety and soundness
of the organization. Further, the Basel III capital rules limit discretionary bonus
payments to bank executives if the institution’s regulatory
capital ratios fail to exceed certain thresholds. Although the federal bank regulatory agencies proposed
additional rules in 2016 related to
incentive compensation for all banks with more than $1 billion in assets, those rules
have not yet been finalized. The scope and content of the
U.S. banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving in the near
future.
The Dodd-Frank Act requires public companies to include, at least once every three years, a separate non-binding ‘‘
‘‘say-on-pay’’ vote
in their proxy statement by which stockholders may vote on the compensation
of the public company’s named executive officers. In addition,
if such public companies are involved in a merger, acquisition, or consolidation,
or if they propose to sell or dispose of all or substantially all
of their assets, stockholders have a right to an advisory vote on any golden
parachute arrangements in connection with such transaction (frequently
(frequently referred to as ‘‘say-on-golden parachute’’ vote). Other provisions of the Dodd-Frank Act may impact our corporate governance.
For instance, the SEC adopted rules prohibiting the listing of any equity security of
a company that does not have a compensation committee
consisting solely of independent directors, subject to certain exceptions.
In addition, the Dodd-Frank Act requires the SEC to adopt rules
requiring all exchange-traded companies to adopt claw-back policies for
incentive compensation paid to executive officers in the event of
accounting restatements based on material non-compliance with
financial reporting requirements. Those rules, however, have not yet been
finalized. Additionally, the Company is an emerging growth company (“EGC”) under the Jumpstart
Our Business Startups Act of 2012 (the
“JOBS ActAct”) and therefore subject to reduced disclosure requirements related to, among other things,
executive compensation.
Financial Privacy
The federal bank regulatory agencies have adopted rules that limit the ability
of banks and other financial institutions to disclose non-publicnon-
public information about consumers to non-affiliated third parties. These limitations require
disclosure of privacy policies to consumers and,
15
in some circumstances, allow consumers to prevent disclosure of
certain personal information to a nonaffiliated third party. These regulations
affect how consumer information is transmitted through financial services companies
and conveyed to outside vendors. In addition,
consumers may also prevent disclosure of certain information among
affiliated companies that is assembled or used to determine eligibility
for a product or service, such as that shown on consumer credit reports and
asset and income information from applications. Consumers also
have the option to direct banks and other financial institutions not to share
information about transactions and experiences with affiliated
companies for the purpose of marketing products or services.
14
Impact of Monetary Policy
The monetary policy of the Federal Reserve has a significant effect on the operating
results of financial or bank holding companies
and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in
U.S.
government securities, changes in the discount rate on member bank borrowings
and changes in reserve requirements against member bank
deposits. These tools are used in varying combinations to influence overall growth and distribution
of bank loans, investments and deposits,
and their use may affect interest rates charged on loans or paid on deposits.
New Banking Reform Legislation
Key provisions of the EGRRCPA as it relates to community banks and bank holding companies include, but are
not limited to: (i)
designating mortgages held in portfolio as “qualified mortgages” for
banks with less than $10 billion in assets, subject to certain
documentation and product limitations; (ii) exempting banks with less than $10
billion in assets (and total trading assets and trading
liabilities of 5% or less of total assets) from Volcker Rule requirements relating
to proprietary trading; (iii) simplifying capital calculations
for certain banks with less than $10 billion in assets as described above regarding
the final rule for the community bank leverage ratio; (iv)
assisting smaller banks with obtaining stable funding by providing
an exception for reciprocal deposits from FDIC restrictions on acceptance
of brokered deposits; (v) raising the eligibility for use of short-form
Call Reports from $1 billion to $5 billion in assets; (vi) clarifying
definitions pertaining to high-volatility commercial real estate, which require
higher capital allocations, so that only loans with increased risk
are subject to higher risk weightings; and (vii) changing the eligibility for
use of the small bank holding company policy statement from
institutions with under $1 billion in assets to institutions with under $3 billion
in assets.
Other Pending and Proposed Legislation
Other legislative and regulatory initiatives which could affect the Company,
the Bank and the banking industry in general may be
proposed or introduced before the U.S. Congress, the Kansas Legislature and
other governmental bodies in the future. Such proposals, if
enacted, may further alter the structure, regulation and competitive relationship
among financial institutions, and may subject the Company
or the Bank to increased regulation, disclosure and reporting requirements.
In addition, the various banking regulatory agencies often adopt
new rules and regulations to implement and enforce existing legislation.
It cannot be predicted whether, or in what form, any such legislation
or regulations may be enacted or the extent to which the business of the Company
or the Bank would be affected thereby.
Website Access to Company
Reports
The Company’s annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and all amendments to
those reports are available free of charge on the Company’s website at investors.crossfirstbankshares.com
as soon as reasonably practicable
after such material is electronically filed with, or furnished to, the SEC. In addition,
copies of the Company’s annual report will be made
available, free of charge, upon written request. The Company does not intend for information
contained in its website to be part of this annual
report on Form 10-K.
16
ITEM 1A.
RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider
the following factors, which could materially
affect our business, financial condition, results of operations or cash flows in
future periods. While we believe we have identified and
discussed below the key risk factors affecting our business, there may be additional
risks and uncertainties not currently known to us or that
we currently deem to be immaterial that may adversely affect our business, financial
condition, results of operations, cash flows or share
price in the future.
Risks Relating to Our Business and Market
The further spread of COVID-19 and its variants may adversely impact our
business, financial condition and results of
operations in the short-term and for the foreseeable future.
The COVID-19 pandemic hascaused significant disruption to economic
activity and financial markets and adversely affectedimpacted our
business, financial condition and results of operations,operations. Given the ongoing
and dynamic nature of COVID-19 and its variants, the ultimate
effects on the broader economy and the markets in which we serve are highly uncertain
and difficult to predict. Future impacts to our
business and customers could be widespread and material, such as increased
unemployment, supply-chain interruptions; declines in demand
for loans and other banking services and products; reduction in business activity
and financial transactions; increased commercial property
vacancy rates, declines in the value of loan collateral, including energy
and real-estate collateral; declines in the credit quality of our loan
portfolio; volatile performance of our investment securities portfolio;
and overall economic and financial market instability.
Actions taken by governmental and regulatory authorities in response
to the pandemic have impacted, and may continue to impact, the
banking and financial services industries. In March 2020, the Federal Reserve lowered
the Federal Funds rate, which may reduce our net
interest income and earnings. Additional regulation of the financial markets may be enacted in the future that could further
impact our
business.
We also participate in the Paycheck Protection Program, or
PPP, a government lending program implemented to aid individuals
and businesses. Since the inception of the PPP, many banks have been subject
to litigation related to agent fees and application processing.
As a result of our ongoing and future participation in the PPP and similar government stimulus and relief programs,
we may experience
losses arising from fraud, litigation or regulatory action.
Any of the factors discussed above, taken together or in combination with other events or
occurrences that may not yet be known or
anticipated, may materially and adversely affect our business, financial
condition and results of operations. The further spread of the COVID-
19 outbreak, as well as ongoing or new governmental, regulatory and
private sector responses to the pandemic, may materially disrupt
banking and other economic activity in the areas in which we operate. The ultimate impacts of the pandemic
on our business, financial
condition and results of operations will depend on future developments
and other factors that are highly uncertain and will be impacted by the scope and duration of the pandemic and actions taken by governmental authorities in responsedifficult to the pandemic.
The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets and has had an adverse effect on our business, financial condition and results of operations and could further impact our business, financial condition and results of operation. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability. In response to the COVID-19 pandemic, the governments of the states in which we operate, and of most other states, have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego their time outside of their homes, and ordering temporary closures of businesses that have been deemed to be nonessential. These restrictions and other consequences of the pandemic have resulted in
15
significant adverse effects for many different types of businesses, including, among others, those in the travel, hospitality and food and beverage industries, and have resulted in a significant number of layoffs and furloughs of employees nationwide and in the regions in which we operate.
The ultimate effects of COVID-19 on the broader economy and the markets that we serve are not known nor is the ultimate length of the restrictions described above and any accompanying effects. Moreover, the Federal Reserve has taken action to lower the Federal Funds rate, which may negatively affect our interest income and, therefore, earnings, financial condition and results of operation. Additional impacts of COVID-19 on our business could be widespread and material, and may include, or exacerbate, among other consequences, the following:
•employees contracting COVID-19;
•reductions in our operating effectiveness as our employees work from home;
•a work stoppage, forced quarantine, or other interruption of our business;
•unavailability of key personnel necessary to conduct our business activities;
•effects on key employees, including operational management personnel and those charged with preparing, monitoring and evaluating our financial reporting and internal controls;
•sustained closures of our branch lobbies or the offices of our customers;
•declines in demand for loans and other banking services and products;
•reduced consumer spending due to both job losses and other effects attributable to COVID-19;
•unprecedented volatility in United States financial markets;
•volatile performance of our investment securities portfolio;
•decline in the credit quality of our loan portfolio, owing to the effects of COVID-19 in the markets we serve, leading to a need to increase our allowance for loan losses;
•declines in value of collateral for loans, including energy and real estate collateral;
•declines in the net worth and liquidity of borrowers and loan guarantors, impairing their ability to honor commitments to us; and
•declines in demand resulting from businesses being deemed to be “non-essential” by governments in the markets we serve, and from “non-essential” and “essential” businesses suffering adverse effects from reduced levels of economic activity in our markets.
These factors, together or in combination with other events or occurrences that may not yet be known or anticipated, may materially and adversely affect our business, financial condition and results of operations.
The ongoing COVID-19 pandemic has resulted in meaningfully lower stock prices for many companies, as well as the trading prices for many other securities. The further spread of the COVID-19 outbreak, as well as ongoing or new governmental, regulatory and private sector responses to the pandemic, may materially disrupt banking and other economic activity generally and in the areas in which we operate. This could result in further decline in demand for our banking products and services, and could negatively impact, among other things, our liquidity, regulatory capital and our growth strategy. Any one or more of these developments could have a material adverse effect on our business, financial condition and results of operations.
We are taking precautions to protect the safety and well-being of our employees and customers. However, no assurance can be given that the steps being taken will be adequate or deemed to be appropriate, nor can we predict the level of disruption which will occur to our employees’ ability to provide customer support and service. If we are unable to recover from a business disruption on a timely basis, our business, financial condition and results of operations could be materially and adversely affected. We may also incur additional costs to remedy damages caused by such disruptions, which could further adversely affect our business, financial condition and results of operations.predict.
A decline in general business and
economic conditions and any regulatory responses to such conditions
could have a
material adverse effect on our business, financial position, results
of operations and growth prospects.
Our business and operations, which primarily consist of lending
money to clients in the form of loans and borrowing money from
clients in the form of deposits, are sensitive to general business and economic conditions, in the United States, generally, and
particularly in Kansas, Missouri, Oklahoma, Texas and Texas in particular. If the U.S. economy weakens,Arizona.
Unfavorable or if the economies of Kansas, Missouri, Oklahoma or Texas weaken,uncertain economic and market conditions
may constrain our growth and profitability from our lending and deposit
operations, could be constrained. Unfavorable or uncertain economic and market conditions could lead to credit quality concerns related to borrower repayment
ability and collateral protection, as well as reducedand reduce demand for the
products and services we offer. The COVID-19 pandemic has negatively impacted the U.S. economy and the
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economies of the states in which we operate and there is uncertainty as to duration and severity of this impact.Uncertainties also have arisen regarding the potential for a reversal or renegotiation of international trade agreements and the impact such actions and other policies of the current administration may have on economic and market conditions. In addition, concerns about the performance of international economies can impact the economy and financial markets here in the United States. For example, the recent outbreak of COVID-19 is disrupting global supply chains, which could adversely impact our customers and their customers, which in turn could impact their ability to make loan payments.
If the national, regional and local economies experience worsening economic conditions, including high levels of unemployment, our growth and profitability could be constrained.
Weak economic conditions are characterized by, among other indicators, deflation, elevated levels of unemployment, fluctuations in debt and equity capital markets, increased delinquencies on commercial, mortgage and consumer loans, residential and commercial real estate price declines, and lower home sales and commercial activity. All of these factors are generally detrimental to our business. Our business is also significantly affected
by monetary and other regulatory policies, of the U.S. federal government, its agencieswhich are influenced by
macroeconomic conditions and government-sponsored entities. other factors beyond our control.
Uncertainty aboutsurrounding the federal fiscal policymaking process, the
medium and long-term fiscal outlook of the federal government and future
tax rates are concerns for businesses, consumers and investors in the U.S. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and are difficult to predict. investors.
Adverse economic conditions and governmental policy responses to such conditions
could have a material adverse effect on our business,
financial position, results of operations, and growth prospects.
Our profitability depends on interest rates generally, and we may be adversely
affected by changes in market interest rates.
Our profitability depends in substantial part on our net interest income. Net interest income, is the difference between the amounts received by us on our interest-earning assets and the interest paid by us on our interest-bearing liabilities. Our net interest income
which depends on many factors that are partly or completely
outside of our control, including competition, federal economic conditions and
monetary and fiscal policies, and economic conditions generally. Our net interest income will be adversely affected if market interest rates change so that the interest we pay on deposits and borrowings increases faster than the interest we earn on loans and investments.policies. Changes in interest rates could affect
our ability to originate loans and deposits. Historically, there has been an inverse correlation between the demand for loans and interest rates. Loan origination volume usually declines during periods of rising or high interest rates and increases during periods of declining or low interest rates.
Changes in interest rates also have a significant impact ondeposits, reduce the carrying value of certain of our assets, including loans and other
assets on our balance sheet. Interest rate increases often result in largersheet, reduce the value and marketability of loan
collateral, and create higher payment requirementsburdens for our borrowers which (which may
increase the potential for default. At the same time, the marketabilitydefault). Sustained periods of any underlying property that serves as collateral for such loanslow interest
rates may be adversely affected by any reduced demand resulting from higher interest rates. An increase in interest rates that adversely affects the ability of borrowerscause us to pay the principal or interest on loans may lead to an increase in nonperforming assets and a reduction of income recognized, which could have a material adverse effect on our results of operations and cash flows. Further, when we place a loan on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. Subsequently, we continue to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding expense. Thus, an increase in the amount of nonaccrual loans would have an adverse impact on net interest income.
If short-term interest rates remain at low levels for a prolonged period, and if longer term interest rates fall, we could experience net interest margin compression as our interest-earning assets would continue to reprice downward while our interest-bearing liability rates could fail to decline in tandem. This could have a material adverse effect on our net interest income and our results of operations.compression. The ratio of variable- variable
-
to fixed-rate loans in our loan portfolio, the ratio of
short-term (maturing at a given time within 12 months) to long-term
loans, and the ratio of our demand, money market and savings deposits
to certificates of deposit (and their time periods), are the primary factors
affecting the sensitivity of our net interest income to changes in
market interest rates. The composition of our rate sensitive assets or liabilities is subject to change and could result in a more unbalanced position that would cause market rate changes to have a greater impact on our earnings. Fluctuations in market rates and other market
disruptions are neither predictable nor controllable and may adversely
affect our financial condition, earnings and earnings.results of operation.
17
17
We may not be able to implement aspects of our growth strategy, which
may adversely affect our ability to maintain our
historical earnings trends.
We may not be able to sustain our growth at the rate we have enjoyed during the past several years. Our growth over
the past several years, which has been driven primarily
by new market expansion, a strongthe strength of commercial and real estate lending market
in our market areas, PPP loans issued in 2020 and our ability to identify and attract high
caliber experienced banking talent. During the COVID-19 pandemic
our growth was bolstered by government programs that may not continue.
continue, such as PPP loans issued in 2020 and 2021. A downturn in local economic market conditions, aour failure to attract and retain high
performing personnel, heightened competition from other financial services providers, and anthe inability to attract core funding and quality
lending clients, among other factors, could limit our ability to grow
as rapidly as we have in the past and as such may have a negative effect on our business, financial
condition, and results of operations. In addition, we may become more susceptible to risks associated with failing to maintain effective financial and operational controls as we grow, such as maintaining appropriate loan underwriting and credit monitoring procedures, maintaining an adequate allowance, controlling concentrations and complying with regulatory or accounting requirements, including increased loan losses, reduced earnings and potential regulatory penalties and restrictions on growth, all could have a negative effect on our business, financial condition and results of operations.
We may not be able to manage the risks associated with our anticipated growth
and expansion through de novo branching.branching,
mergers and acquisitions, new lines of business, or new offerings
of services, products or product enhancements.
If our business continues to grow as anticipated, we may become more susceptible
to risks related to both general growth and specific
areas of growth. Generally, risks are associated with attempting to maintain
effective financial and operational controls as we grow, such as
maintaining appropriate loan underwriting and credit monitoring
procedures, maintaining an adequate allowance for loan losses, controlling
concentrations and complying with regulatory or accounting requirements. Such
risks may result in, among other effects, in increased loan
losses, reduced earnings, potential regulatory penalties and future restrictions
on growth. We may also be exposed to certain risks associated
with the specific components of our growth strategy, as discussed in more detail
below.
Expansion through De Novo Branching
: Our businessgrowth strategy includes evaluating potential strategic opportunities to grow
through de novo branching.
De novo branching carries with it certain potential risks, including
significant startup costs and anticipated initial operating losses; an
inability to gain regulatory approval; an inability to secure the services ofhire or retain qualified
senior management to successfully operate the de novo banking locationbranch and successfully
integrate and promote our corporate culture; challenges associated with securing attractive
locations at a reasonable cost; poor market reception for de novo banking in
locations established in markets where we do not have a preexisting reputation; challenges posed by unfavorable
local economic conditions; challenges associated with securing attractive locations at a reasonable cost; and the additional strain on management
resources and internal systems and controls. Failure to adequately manage
any of the foregoing risks associated with our anticipated growth through de novo branching could have an adverse effect on our
business, financial condition and results of operations.
We may grow through mergers or acquisitions, which may not be successful or, if successful, may produce risks in successfully integratingMergers and managing the merged companies or acquisitions and may dilute our stockholders.Acquisitions
: As part of our growth strategy, we may pursue mergers and acquisitions of banks and nonbank financial
services companies within or outside our principal market
areas. Although we occasionally identify and explore specific merger and acquisition opportunities as part of our ongoing business practices, we have no present agreements or commitments to merge with or acquire any financial institution or any other company, and we may not find suitable merger or acquisition opportunities in the future. We face significant competition from numerous other financial services institutions, many of which will have greater financial resources or more liquid securities than we do, when considering merger and acquisition opportunities. Accordingly, attractive merger and acquisition opportunities may not be available to us. If we fail to successfully evaluate and execute mergers, acquisitions or investments or otherwise adequately address these risks, it could materially harm our business, financial condition and results of operations.
Mergers and acquisitions involve numerous risks any of which could harm our business, including:associated with entry
into
•difficulties in integrating the operations,new markets or locations; integration and management products and services, technologies, existing contracts, accounting processes and personnel of the target;
•not realizing the anticipated synergies of the combined businesses or incurring costs in excess of what we anticipated;entities;
•difficulties in supporting and transitioning clients of the target;
•diversion of financial and management resources from
existing operations;
•assumption of nonperforming loans;
•the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;
•entering new markets or areas in which we have limited or no experience;
•potential loss of key personnel and clients from either our business or the target’s business;
•failure to obtain required regulatory approvals or satisfy conditions imposed by regulatory authorities;
•assumption of unanticipated problems, orsuch
nonperforming loans and latent liabilities of the target;liabilities; unanticipated costs; and potential
•incurring costs in excess of what we anticipate; and
•inabilityfuture impairments to generate sufficient revenue to offset acquisition costs.
Mergers and acquisitions frequently result in the recording of goodwill and other intangible assets, which are subject to potential impairments in the future and that could harm our financial results. In addition, ifassets. If we finance acquisitions
by issuing convertible debt or equity securities, our
existing stockholders may be diluted, which could affect the market price of
our common stock. WeAs a condition to receiving regulatory
approval, we may also be
18
required to sell banking locations, as a condition to receiving regulatory approval, which condition may not
be acceptable to us or if acceptable to us, may reduce the benefit of anythe acquisition.
The failure to obtain these regulatory approvals for potential future strategic acquisitions could impact our business plans and
restrict our growth. Any one or more of these factors
could materially and adversely affect our business, financial condition and results of
operations.
New linesLines of business, services, productsBusiness, Services, Products or product enhancements may subject us to additional risks.Product Enhancements
: From time to time, we may implement or acquire new lines
of business or offer new services, products or product enhancements within existing lines of business.enhancements. There are
substantial risks and uncertainties associated with these efforts, including the failure to identify risks associated with such new line of business, services, products or product enhancements. In developing,
implementing and marketing new lines such offerings, including significant investment
of business, services, productsfinancial and product enhancements, we may invest significant time and resources. We may misjudge the level ofother resources, or expertise appropriateinability to make new lines of business or products successful or to realize their expected benefits. We may not achieve target timetables for the introduction and development of new lines of business, services, products and product enhancements, and accurately predict
price and profitability targets, may not prove feasible. External factors, such asfailure to realize expected benefits, regulatory
compliance obligations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or offerings of new products, product enhancements or services.preferences.
These risks could
Furthermore, any new line of business, product, product enhancement or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business, products, product enhancements or services could have a material adverse effect on our business, results of operations and financial
condition.
Uncertainty relating toPhase-out of the London Inter-Bank Offered Rate (“LIBOR”) calculation process and potential phasing out of LIBORuncertainty
relating to alternative reference rates may
adversely affect our results of operations.
Regulators LIBOR is used extensively as a reference rate for various financial contracts,
including adjustable-rate loans, asset-backed securities,
and law enforcement agencies in a number of countries are conducting civil and criminal investigations into whetherinterest rate swaps. In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR,
announced that it intends
to stop persuading or compelling banks that contribute to the British Bankers’ Association (“BBA”) in connection with the calculationsubmit LIBOR rates after 2021,
such date was later extended to June 30, 2023. Accordingly,
continuation of LIBOR may have been under-reporting or otherwise manipulating or attempting to manipulate LIBOR. A number of BBA member banks have entered into settlements with their regulatorscannot be guaranteed after June 30, 2023 and law enforcement agencies with respect to this alleged manipulation of LIBOR. Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined or the establishment of alternative reference rates. In July 2020, the Federal Financial Institutions Examination Council issued a “Joint Statement on Managing the LIBOR Transition” and, in November 2020, the federal banking agencies issued a “Statement on Reference Rates for Loans,” indicating that banks must include in LIBOR-based loan agreements robust fallback provisions (determining how the discontinuation and replacement of LIBOR will be handled) and that banks must assess existing LIBOR-based loan agreements to determine if the existing provisions adequately address LIBOR discontinuation and replacement and, if not, implement amendments thereto. At this time, it is not possible to predict the effect of any such changes, any establishment of
alternative reference rates or any other reformsmust be established.
Management is
currently evaluating the impact of this transition as it relates to LIBOR that maynew and existing
contracts and customers. We will be enacted. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the value of LIBOR-based loans and securities in our portfolio, and may impact the availability and cost of hedging instruments and borrowings. If LIBOR rates are no longer available, and we are required to implement
substitute indices for the calculation of interest rates under our loan agreements
and we are currently evaluating appropriate alternatives to
LIBOR.
Implementing the LIBOR phase-out will involve additional expense
and may incur additional expenses in effectingreduce the transition,value of our LIBOR-based loans and
securities and impact the availability and cost of hedging instruments and
borrowings.
If we fail to successfully execute the transition, from LIBOR to a substitute indices, and we
may be subject to disputes or litigation with clients over the appropriateness or comparability to
of substitute LIBOR indices. The ultimate impact of the substitute indices, which could have an adverse effectLIBOR
phase-out on the valuations, pricing and operation of our financial instruments
is not yet known and difficult to predict and may adversely
affect our results of operations. At December 31, 2020, $1.52021, $1.3 billion of our loans were tied to LIBOR.
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The fair value of our investment securities can fluctuate due to factors outside
of our control.
As of December 31, 2021, 2020 2019 and 2018,2019, the fair value of our debt and equity investment securities portfolio
was approximately $668$746 million, $742
$655 million, and $664$739 million, respectively. Factors beyond our control
can significantly influence the fair value of securities in our
portfolio and canmay cause potential adverse changes to the fair value of these securities. These factors
include, but are not limited to, rating
agency actions, in respect of the securities, defaults by the issuer or with respect to the underlying securities, changes
in market interest rates and instability in the capital
markets. These and other factors could cause other-than-temporary impairments, and realized or unrealized
losses in future periods and declines
in other comprehensive income and the value of our common stock, any of which
could materially and adversely affect our business, results
of operations, financial condition and prospects, as well as the value of our common stock. The process for determining whether impairment of a security is other-than-temporary usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security.prospects. Our inability to accurately predict
the future performance of an issuer or to efficiently
respond to changing market conditions could result in a decline in the value of our
investment securities portfolio, which could have an
adverse effect on our business, results of operations and financial condition.
19
We could suffer material credit losses if we do not appropriately manage
our credit risk.
There are risks inherent in making any loan, including risks inherent in dealing
with individual borrowers, risks of non-payment, risks
resulting from uncertainties as to the future value of collateral and risks resulting
from changes in economic and industry conditions. Changes in the economy can cause the assumptions that we made at origination to change and can cause borrowers to be unable to make payments on their loans, and significant changes in collateral values can cause us to be unable to collect the full value of loans we make. There is
no assurance that our loan approval and credit risk monitoring procedures are or
will be adequate or willto reduce the inherent risks
associated with
lending. Our credit administration personnel and our policies and procedures
may not adequately adapt to changes in economic or any other
conditions affecting clients and the quality of our loan portfolio, including
any impacts of the continuing COVID-19 pandemic. Our financial results for the year-ended December 31, 2020, were impacted by the significant loan loss provisioning required to address uncertainty and risk in the loan portfolio created in part by the pandemic.outbreak. Any failure to
manage such credit risks may materially adversely affect our business, financial
condition, and results of operations.
We have credit exposure to the energy industry.
We have credit exposure to the energy industry in each of our primary markets
and across the United States. A downturn or lack of
growth in the energy industry and energy-related business including sustained low oil or gas prices or the failure of oil or gas prices to rise in the future, could adversely
affect our business, financial condition, and results of operations. In addition to our direct exposure to energy loans, we also have indirect exposure to energy prices, as some of our non-energy clients’ businesses are directly affected by volatility within the oil and gas industry and energy prices and otherwise are dependent on energy-related businesses.
Prolonged or further pricing pressure on oil and gas could lead to increased
credit stress in our energy portfolio, increased losses associated
with our energy portfolio, increased utilization of our contractual obligations
to extend credit, and weaker demand for energy lending. Such a
decline or general uncertainty resulting from continued volatility could
have other adverse impacts such as job losses in industries tied to energy, increased spending habits, lower borrowing needs, higher transaction deposit balances or a number of other effects that are difficult to isolate or quantify, particularly in markets with significant dependence on the energy industry, all
of which could have an adverse effect on our business, financial condition
and results of operations.
A concentration in commercial real
estate lending could cause our regulators to restrict our ability to
grow.
As a part of their regulatory oversight, the federal regulators have issued guidance on
Concentrations in Commercial Real Estate
Lending, Sound Risk Management Practices (the “CRE Concentration Guidance”)
with respect to a financial institution’s concentrations in
CRE lending activities. ThisSuch guidance was issued in response to the agencies’ concerns that rising CRE concentrations might expose institutions to unanticipated earnings and capital volatility in the event of adverse changes in the CRE market. This guidance reinforces and enhances existing regulations and guidelines for safe and sound real estate lending by providing supervisory criteria, including numerical indicators to assist in identifying institutions with potentially significant CRE loan concentrations that may warrant greater supervisory scrutiny. The guidance does not limit banks’ CRE lending, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their CRE concentrations. The CRE Concentration Guidance identifies certain concentration
levels that, if exceeded, will expose thean institution to additional
supervisory analysis with regard to
The guidelines identify the institution’s CRE concentration risk. The CRE Concentration Guidance is designed to promote appropriate levels of capital and sound loan and risk management practices for institutions with a concentration of CRE loans. In general, the CRE Concentration Guidance establishes the following supervisory criteria as preliminary indications of possible CRE
concentration risk: (i) the institution’s
total construction, land development and other land loans represent 100% or
more of total capital and reserves; or (ii) total CRE loans as
defined in the guidance, or Regulatory CRE, represent 300% or more
of the institution’s total capital and reserves, and the institution’s
Regulatory CRE has increased by 50% or more during the prior 36-month period. Pursuant to the CRE Concentration Guidance, loans secured by owner occupied CRE are not included for purposes of the CRE concentration calculation. We believe
that the CRE Concentration Guidance is
applicable to us. The FDIC or other federal regulators couldmay become concerned
about our CRE loan portfolio, and they could limit our ability
to grow by restricting their approvals for the establishment or acquisition of branches, or approvals of mergers ornew branches and other acquisitiongrowth opportunities
or by requiring us to raise additional capital, reduce our loan
concentrations or undertake other remedial actions.
Many of our loans are to commercial borrowers, which have a higher
degree of risk than other types of loans.
As of December 31, 2020,2021, approximately 80%83% of our loan portfolio
related to commercial-based lending. Commercial purpose loans
are often larger and involve greater risks than other types of lending. Because payments onRepayment
of these loans are often dependentdepend on the successful operation or
development of the property or business involved their repayment is moreand are highly sensitive than other types of loans to
adverse conditions in the real estate market or the general economy.
economy.
Accordingly, a downturn in the real estate market or the general economy including as a result of could impair
the COVID-19 pandemic, could heightenborrowers’ ability to repay and
heightens our risk related to commercial purpose loans, particularly CRE loans. Unlike residential mortgage loans, which generally are made on the basis of the borrowers’ ability to make repayment from their employment and other income and which are secured by real property whose value tends to be more easily ascertainable, commercial purpose loans typically are made on the basis of the borrowers’ ability to make repayment from the cash flow of the commercial venture. If the cash flow from business operations is reduced, theLosses incurred
20
borrowers’ ability to repay the loan may be impaired. As a result of the larger average size of each commercial purpose loan as compared with other loans such as residential loans, as well as the collateral which is generally less readily marketable, losses incurred on a small number of commercial purpose
loans could have a material adverse impact on our financial condition
and results of operations.operations due to the larger-than-average size of each
commercial purpose loan and collateral that is generally less readily-marketable.
Because a portion of our loan portfolio is comprised of real estate
loans, negative changes in the economy affecting real
estate values could impair the value of collateral securing our real estate
loans and result in loan and other losses.
Adverse developments affecting real estate values, particularly in the markets in which we operate, could increase the credit risk associated with our real estate loan portfolio (both commercial real estate and owner occupied). Real estate values may experience periods of fluctuation, and the market value of real estate can fluctuate significantly in a short period of time. Adverse changes affecting real estate values or operating cash flows of
real estate, particularly in one or more of ourthe markets in which we operate,
could increase the credit risk associated with our loan portfolio, and
could result in losses that adversely affect credit quality and our financial
condition and results of operation. Market value of real estate can fluctuate
significantly in a short period of time. Negative changes in the
economy affecting real estate values or operating cash flows in our market
areas could significantly impair the value and marketability of
19
property pledged asloan collateral on loans and affectmay require us to increase our ability to sell the collateral upon foreclosure without a loss or additional losses. Collateral may have to be sold allowance
for less than the outstanding balanceloan losses, any of the loan, which could result in losses on such loans. Such declines and losses could have a material adverse
impact on our business, results of operations and growth prospects. If real estate values decline, it is also more likely that we would be required to increase our allowance, which could adversely affect our business, financial condition and results of operations.
Our largest loan relationships make up a significant percentage of
our total loan portfolio.
As of December 31, 2020,2021, our 25 largest borrowing relationships totaled approximately $1
$1 billion in total commitments (representing,
in the aggregate, 22%21% of our total outstanding commitments as of December
31, 2020)2021). Our five largest borrowing relationships, based on
total commitments, accounted for 7% of total commitments as of December
31, 2020. Each of the loans associated with these relationships has been underwritten in accordance with our underwriting policies and limits. Along with other risks inherent in these loans, such as the deterioration of the underlying businesses or property securing these loans, this2021. This concentration of borrowers presents a risk that,may expose us to
material losses if one or more of these relationships were to becomebecomes delinquent or suffer default, we could be exposed to material losses.
suffers default. The allowance for loan losses may not be
adequate to cover such losses, associated with any of these relationships, and any loss or increase in the allowance would negatively
affect our earnings and capital. Even if these loans
are adequately collateralized, an increase in classified assets could harm
our reputation with our regulators and inhibit our ability to execute
our business plan.
A portion of our loan portfolio
is comprised of participation and syndicated transaction interests, which
could have an
adverse effect on our ability to monitor the lending relationships and lead
to an increased risk of loss.
As of December 31, 2020,2021, we had $72$97 million of purchased loan participations
from other financial institutions and a combination of
shared national credits and syndication interests purchased totaling $402 $371
million. Although we historically have underwrittencomply with our general underwriting criteria
on these loan participations and syndicated loans, consistent with our general underwriting criteria, these loans may have
a higher risk of loss than loans we originate and administer. With respect to loan participations
In such
transactions in which we are not the lead lender, and in syndicated transactions (including shared national credits) in which other lenders serve as the agent bank, we rely in part on the lead lender or
the agent, as the case may be, to monitor the
performance of the loan. Moreover, our decision regarding the classification of such a loan and provide information that we use to classify the loan
and associated loan loss provisions associated with such a loan is made in part based upon information provided by the lead lender or agent bank. A lead lender or agent bank also may not monitor such a loan in the same manner as we would for loans that we originate and administer.provisions. If our underwriting or
monitoring of these loans is not sufficient, our nonperforming loans may increase
and our earnings may decrease.
Our levels of nonperforming assets could increase, which would
adversely affect our results of operations and financial
condition, and could result in losses in the future.
As of December 31, 2020,2021, our nonperforming loans (which consist of nonaccrual
loans, loans past due 90 days or more and still
accruing interest and loans modified under troubled debt restructurings that are
not performing in accordance with their modified terms)
totaled $76$32 million and our nonperforming assets (which include
nonperforming loans plus other real estate owned) totaled $78$33 million.
However, we can give no assurance that our nonperforming assets will continue
to remain at these levels and we may experience increases in
nonperforming assets in the future. Our nonperformingNonperforming assets adversely affect
our management resources, net income, in various waysrisk profile and capital
maintenance levels, efficiency ratio and returns on assets and equity, and in addition, our loan administration costs increase, which together with reduced interest income adversely affects our efficiency ratio. When we take collateral in foreclosure and similar proceedings, we are required to mark the collateral to its then-fair market value,
any of which may result in a loss.adversely affect our business, financial condition and
These nonperforming assets also increase our risk profile and the levelresults of capital our regulators believe is appropriate for us to maintain in light of such risks. The resolution of nonperforming assets requires significant time commitments from management and can be distracting to the performance of their other responsibilities. If we were to experience increases in nonperforming assets, our net interest income may be negatively impacted as interest income is not recorded on our nonperforming assets and our loan administration costs could increase, each of which would have an adverse effect on our net income and related ratios, such as returns on assets and equity.
21
operation.
Our allowance may not be adequate to cover actual loan losses.
A significant source of risk arises from the possibility that we could sustain losses due to loan defaults and nonperformance on
loans.
We maintain an allowance in accordance with GAAP to provide for such defaults and other nonperformance. As of December 31, 2020,2021, our
allowance as a percentage of total loans was 1.70%1.37% and our allowance as a percentage
of nonperforming loans was 98.98%185.19%. The determination of the appropriate level of allowance is an inherently difficult process and is based on numerous assumptions. The amount of
future losses is susceptible to changes in economic, operating and other
conditions, including changes in interest rates and the continuing
impact of the COVID-19 impact,pandemic, many of which are beyond our control. In addition, our
Our underwriting policies, adherence to credit monitoring
processes and risk management systems and controls may not prevent unexpected
losses. Our allowance may not be adequate to cover actual
loan losses. Moreover, any increase in our allowance will adversely affect our earnings
by decreasing our net income.
Determining the appropriate level of allowance is an inherently difficult
process based on numerous assumptions. In June 2016, the
Financial Accounting Standards Board decided to change how banks estimate losses in the allowance calculation, and it issued ASU 2016-13,
Financial Instruments-Credit Losses. Currently,Losses
, which significantly altered the impairment modelway the
allowance for credit losses is based on incurred losses, and investments are recognized as impaired when there is no longer an assumption that future cash flows will be collected in full under the originally contracted terms. This model will be replaced by thedetermined. The new Current Expected
Credit Losses (“CECL”) model that will become effective for us, as an EGC, foron January
1, 2022, the first interim and annual reporting periods beginning after December 15, 2022.implementation date. Under the new CECL model, we will be required to use historical information,
current conditions and
reasonable forecasts to estimate the expected loss over the life of the loan. The transition to the CECL model will bring with it significantly greater data requirements and changes to methodologies to accurately account for expected losses under the new parameters.
Management is currently evaluating the impact of these changes to our financial position and results of operations. The allowance is a material estimate, and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the allowance at adoption date. We anticipate a significant change in the processes and procedures to calculate the allowance, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. We expect to continue developing and implementing processes and procedures to ensure we are fully compliant with the CECL requirements at its adoption date.
The small- to medium-sized businesses to whom we lendSmaller commercial borrowers may have fewer resources, to weather adverse business conditions, which
may impair their ability to repay a loan, and such impairment could adversely affect our results of operations and financial condition.loans.
Our business development and marketing strategies result in us serving the banking and financial services needs ofWe have many small- to medium-sized businesses. These businesses generallybusiness customers, which frequently have
smaller market shares and fewer financial resources
(in terms of capital or borrowing capacitycapacity) than larger entities, frequently have smaller market shares than their competition,entities.
Accordingly, these businesses may be more vulnerable to economic
downturns, including the negative economic impacts of the COVID-19 pandemic, often need substantial additional capital to expand or compete,
and may experience substantial volatility in operating results, any
of which may impair a borrower’s ability to repay a loan. In addition, the success of a small- to medium-sized business often depends on the management skills, talents and efforts of oneIf these or two people or a small group of people, and the death, disability or resignation of one or more of these people could have a material adverse impact on the business and its ability to repay its loans. If general economic conditions negatively impact Kansas, Missouri, Oklahoma, Texas or the specific markets in these states in which we operate and small- to medium-sized businesses other borrowers
are adversely affected or our borrowers are otherwise affectedharmed by adverse business conditions, our
business, financial condition and results of operations could be adversely
affected.
22
20
We rely on our senior management team and may have difficulty
identifying, attracting and retaining necessary personnel,
which may divert resources and limit our ability to execute our business
strategy and successfully grow our business.
Our continued growth and successful operation of our business plan includes,depends,
in large part, on our ability to hire and is dependent upon, our hiring and retainingretain highly qualified
and motivated personnel at every level. Our senior management team has
significant industry experience, and their knowledge and
relationships would be difficult to replace. The lossreplace in the event of senior management without qualified successors who can execute our strategy could have an adverse impact on our business, financial condition and results of operations. In addition, we must successfully manage transition and replacement issues that may result from the departure or retirement of members of
senior managers.
We must also hire and retain qualified
banking personnel to continue to grow our management team, such as our recent CEO succession. Such changes in senior management due to retirements or terminations or due to newly created positions may result in increased costs to the Company, which may be material.business. Competition
for senior executives and skilled personnel in the financial services and
banking industry is intense, which means the cost of hiring,significant, and costs associated with incenting and retaining
skilled personnel may be material and continue to increase. We need to continue to identify, attract and retain key personnel and to recruit qualified individuals to succeed existing key personnel to ensure the continued growth and successful operation of our business. In addition, as a provider of relationship-based commercial banking services, we must identify, attract and retain qualified banking personnel to continue to grow our business. Our ability to effectively compete for senior executives and other qualified personnel by offering competitive compensation and benefit arrangements may be restricted by applicable banking laws and regulations.
If we are unable to hire and retain qualified personnel or successfully address management
succession issues, we may be unable to
successfully execute our business strategy and manage our growth. In addition, to attract and retain personnel with appropriate skills and knowledge to support our business, we may offer a variety of benefits,growth, which
could reduce our earnings or have a material adverse effect on our business, financial
condition or results of operations.
We rely on short-term funding, which can be adversely affected by local and
general economic conditions.
As of December 31, 2020, approximately $42021, approximately
$4 billion, or 78%87%, of our deposits consisted of demand, savings, money market, and
transaction accounts (including negotiable order of withdrawal accounts). The
approximately $1 billion remaining balance of deposits
consisted of certificates of deposit, of which approximately $868 $538
million, or 18%11% of ourour total deposits, was due to mature within one year.
Based on our experience, we believe that our savings, money market and noninterest-bearingnoninterest
-bearing accounts are relatively stable sources of funds. Historically, a majority of non-brokered certificates of deposit are renewed upon maturity as long as we pay competitive interest rates. Many of these clients are, however, interest rate conscious and may be willing to move funds into higher-yielding investment alternatives.
Our ability to attract and maintain deposits, as well as our cost of funds, has been,
and will continue to be significantly affected by general
economic conditions. In addition, as market interest rates rise, we will have
competitive pressure to increase the rates we pay on deposits. If
we increase interest rates paid to retain deposits, our earnings may be adversely affected.
Our largest deposit relationships currently make up a significant percentage
of our deposits and the withdrawal of deposits
by our largest depositors could force us to fund our business through
more expensive and less stable sources.
At December 31, 2020,2021, our 30 largest depositors accounted for 26% 29%
of our total deposits and our five largest depositors accounted for 11%
10% of our total deposits. Withdrawals of deposits by any one of our largest depositors
or by one of our related client groups could force us
to rely moremore heavily on borrowings and other sources of funding for ourto meet business and
withdrawal demands, adversely affecting our net
interest margin and results of operations. WeSuch circumstances may also be forced, as a result of withdrawals ofrequire
us raise deposit rates to attract new deposits toand rely more heavily
on other potentiallyfunding sources that could be more expensive and less stable funding sources. Additionally, such circumstances could require us to raise deposit rates in an attempt to attract new deposits, which would adversely affect our results of operations.stable.
Under applicable regulations, if the Bank wereCompany was no longer “well-capitalized,
“well-
capitalized,” the Bankwe would not be ablerequired to obtain FDIC approval to accept
brokered deposits without the approval of the FDIC and wouldcould also be subject to a deposit rate cap pursuant to which the Bank would be prohibited
prohibiting us from paying in excess of 75 basis points above published national deposit rates unless the FDIC determined that the Bank’s local market rate was above the national rate. The imposition of a deposit rate cap may require the Bank to reduce its deposit rates, which would likely cause the loss of depositors.rates.
Liquidity risk could impair our ability to fund operations and meet our
obligations as they become due, and failure to
maintain sufficient liquidity could materially adversely affect our growth,
business, profitability and financial condition.
Liquidity is essential to our business.business, sufficient levels of which are required
to fund asset growth, serve client demand for loans, pay
our debt obligations, and meet other cash commitments. Liquidity risk is the potential
that we will be unable to meet our obligations as they
come due because of an inability to liquidate assets or obtain adequate
funding at a reasonable cost, in a timely manner and without adverse conditions or consequences. We require sufficient liquidity to fund asset growth, meet client loan requests, client deposit maturities and withdrawals, payments on our debt obligations as they come due, and other cash commitments under both normal operating conditions and other unpredictable circumstances, including events causing industry or general financial market stress. Liquidity risk
can increase due to a number of factors, including an over-reliance on a particular
source of funding, or market-wide phenomena such as market
dislocation and major disasters. We havedisasters, and a high concentration of large depositors which increases our liquidity risk.
depositors.
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The Bank’s primary funding source is client deposits. In addition, the Bank has historically had access toOther
sources of funding may include advances from the Federal Home Loan Bank
(“FHLB”), the Federal Reserve Bank of Kansas City discount window (“FRB”),
and other wholesale sources, such as internet-sourced deposits and brokered deposits to fund operations. The Bank also acquiresour acquisition of brokered deposits, internet subscription certificates of deposit,
and reciprocal deposits through the Intrafi Network, formerly known as the Promontory Interfinancial Network. The reciprocal deposits include both the Certificate of Deposit Account Registry Service and Insured Cash Sweep program. The Bank is a member of the Intrafi Network which effectively allows depositors to receive FDIC insurance on amounts greater than the FDIC insurance limit, which is currently $250 thousand. The Intrafi Network allows institutions to break large deposits into smaller amounts and place them in a network of other Intrafi Network institutions to ensure full FDIC insurance is gained on the entire deposit.
Although the Bank has historically been able to replace maturing deposits
and advances as necessary, it might not be able to replace such
funds in the future. An inability to raise funds through deposits, borrowings, the sale of loans, securities and other sources could
have a
substantial negative effect on liquidity.
Our access to funding sources in amounts adequate to finance our activities or on acceptable terms could be impaired by factors that affect our organization specifically or the financial services industry or economy in general. Factors that could detrimentally impact access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated or adverse regulatory actions against us. The Bank’s ability to borrow or attract and retain deposits in the future could be adversely affected by the Bank’s financial condition or regulatory restrictions, or impaired by factors that are not specific to it, such as FDIC insurance changes, disruption in the financial markets or negative views and expectations about the prospects for the banking industry. Borrowing capacity from the FHLB or FRB may fluctuate based upon the condition of the Bank or the acceptability and risk rating of loan and securities collateral and counterparties could adjust discount rates applied to such collateral at the lender’s discretion.
The FRB or FHLB could restrict or limit the Bank’s access to secured borrowings. Correspondent banks can withdraw unsecured lines of credit or require collateralization for the purchase of fed funds. Liquidity also may be affected by the Bank’s unfunded commitments to extend credit. Market conditions or other events could also negatively affect the level or cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations and fund asset growth and new business transactions at a reasonable cost, in a timely manner and without adverse consequences.
Any substantial, unexpected or prolonged change in the level or cost of
liquidity could have a material
adverse effect on our financial condition and results of operations, and could
impair our ability to fund operations and meet our obligations as
they become due and could jeopardize our financial condition.
Our historical growth rate and performance may not be indicative of
our future growth or financial results and our ability to
continue to grow is dependent upon our ability to effectively manage
the increases in scale of our operations.
We may not be able to sustain our historical rate of growth or grow our business at all. Additionally, we may not be able
to maintain
historical levels of expenses. Consequently, our historical results of operations
will not necessarily be indicative of our future operations.
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We may neednot be able to raise additionalmaintain sufficient capital in the future, and if we fail to maintain sufficient capital, whether due to losses, an inability to raise additional capital or otherwise,which
may adversely affect our financial condition, liquidity, and
results of operations, as well asand our ability to maintain regulatory compliance, would be adversely affected.compliance.
Our business strategy calls for continued growth. We may need to raise additional capital in
the future to support our continued
growth and to maintain our required regulatory capital levels. Our ability
to raise additional capital depends on conditions in the capital
markets, economic conditions, and a number of other factors, including investor
perceptions regarding the banking industry, market
conditions and governmental activities, and on our financial condition and performance. Any occurrence that may limit our access to the capital markets may adversely affect our capital costs performance,
and our ability to raise capital. Moreover, if we need to raise capital in the future, we may have to do so when manycompetition with other financial institutions are also seeking to raisefor capital and we would have to compete with those institutions for investors. Accordingly, we
sources. We cannot assure youguarantee that we will be able to raise additional capital if needed or in the future
on acceptable terms, acceptable to us. Ourwhich may adversely affect our
liquidity, growth may be constrained if we are unable to raise additional capital as needed. Furthermore, if we fail to maintain capital to meet regulatory requirements, ourstrategy, financial condition liquidity and results of operations would be materially and adversely affected.
24
operations.
We face strong competition from banks, credit unions, Financial
Technology Company (“FinTech”) and other financial
services providers that offer banking services, which may limit our ability
to attract and retain banking clients.
Competition in the banking industry generally, and in our primary markets
specifically, is intense. Competitors include banks as well as and
other financial services providers, such as savings and loan institutions, brokerage
firms, credit unions, mortgage banks, and other financial
intermediaries. In particular, our competitors includewe compete with larger national and
regional financial institutions, whose greater resources may afford them a marketplace advantage by enabling themmany
competitive advantages.
Such resources may enable our competitors to maintain numerous banking locations and ATMs, achieve larger economies of scale,
scale; offer a wider array of banking services, make larger investmentsmore services; spend more
on advertising and technological investments; offer better lending rates to clients;
better diversify their loan portfolio; and have less
vulnerability to downturns in technologies needed to attractlocal economies and retain clients, and conduct extensive promotional and advertising campaigns. real estate markets.
If we are unable to offer competitive products and services as quickly
as our larger competitors, our business may be negatively affected. We also compete
against community banks, credit unions and nonbank
Additionally,financial services companies with strong local ties to small- and
medium-sized businesses that we target, and we may be disproportionately affected by the continually increasing costs of compliance with new bankingunable to attract and other regulations. Banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of a broader client base than us. Larger competitors may also be able to offer better lending and deposit rates to
retain such clients and could increase their competition as the Company becomes more visible. If our competitors extend credit on termseffectively as these smaller competitors.
Additionally, we find to pose excessive risks, or at interest rates which we believe do not warrant the credit exposure, we may not be able to maintain our business volume and could experience deteriorating financial performance. Moreover, larger competitors may not be as vulnerable as us to downturns in the local economy and real estate markets since they often have a broader geographic area and their loan portfolio is often more diversified.
We face growing competition from so-called “online
businesses”
with few or no physical locations, including financial technology companies,
online banks, lenders and consumer and commercial lending
platforms, as well asand automated retirement and investment service providers.
New technology and other changes are allowingincreasingly allow parties to
effectuate online financial transactions that previously required thewith little to no involvement from
banks, including bill payment, funds transfers, and maintenance of banks. For example, consumers can maintain
funds in brokerage accounts or mutual funds that would have historically been
held as bank deposits. Consumers can also complete transactions such as paying bills and transferring funds directly without the assistance of banks.
The process of eliminating banks as
intermediaries, known as “disintermediation,” could result in the loss of fee reduce our
income as well as the loss of client depositsfrom fees and the related income generated from those deposits. The loss of these revenue streams and access to lower cost deposits as a source of funds could have a material adverse effect on our business, results of operations and financial condition.
We also compete against community banks, credit unions and nonbank financial services companies that have strong local ties. These smaller institutions are likely to cater to the same small- to medium-sized businesses that we target. If we are unable to attract and retain banking clients, we may be unable to continue to grow our loan and deposit portfolios and our results of operations and financial condition may be adversely affected. Ultimately, we may be unable to compete
successfully against current and future competitors.competitors, which may reduce
our revenue stream and prevent us from growing our loan and deposit
portfolios, any of which may adversely affect our results of operations and financial
condition.
Our risk management framework may not be effective in mitigating
risks or losses to us, and we may incur losses due to
ineffective risk management processes and strategies.
Our risk management framework is comprised of various processes, systems and
strategies and is designed to manage the types ofour risk to which we are subject, exposure,
including credit, market, liquidity, interest rate, operational, reputation,
business, and compliance.compliance risks. Our framework also includes
financial or other modeling methodologies that involve highly subjective
management assumptions and judgment. Our risk management
framework may not be effective under all circumstances and may not
adequately mitigate riskrisks or loss to us. If our risk management framework is not effective, welosses, which could sufferresult in adverse
regulatory consequences and unexpected losses and our business, financial
condition, results of operations or growth prospects could be
materially and adversely affected. We may also be subject to potentially adverse regulatory consequences.
We are required to make significant judgments, assumptions and estimates
in the preparation of our financial statements and
our judgments, assumptions and estimates may not be accurate.
The preparation of financial statements and related disclosures in conformity
with GAAP requires us to make judgments, assumptions
and estimates that affect the amounts reported in our consolidated financial
statements and accompanying notes. Our critical accounting
policies, which are included in the section captioned “Management’s Discussion
and Analysis of Financial Condition and Results of
Operations,” describe those significant accounting policies and methods
used in the preparation of our consolidated financial statements that
we consider “critical” because they require judgments, assumptions, and estimates
that materially affect our consolidated financial statements
and related disclosures. As a result, if future events or regulatory views concerning such analysis differ significantly
from the judgments,
assumptions, and estimates in our critical accounting policies, those events
or assumptions could have a material impact on our consolidated
financial statements and related disclosures, in each case resulting in our need
to revise or restate prior period financial statements, cause
damage to our reputation and the price of our common stock and adversely
affect our business, financial condition and results of operations.
25
If we fail to maintain effective internal control over financial reporting,
we may not be able to report our accurate and timely
financial results, accurately and timely, in which casemay cause material harm to our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports, we could be subject to regulatory penalties and the price of our common stock may decline.business.
Our management team is responsible for establishing and maintaining
adequate internal control over financial reporting and for
evaluating and reporting on that system of internal control. Our internal
control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with GAAP. As a public
company, we are required to comply with the Sarbanes-Oxley Act and other rules that govern public
22
companies. In addition, unlessUnless we remain an EGC and elect additional transitional relief available
to EGCs, our independent registered public accounting
firm may be required to report on the effectiveness of our internal control over financial
reporting beginning as of that annual report on Form 10-K.
10-K. We will continue to periodically test and update, as necessary, our internal control
systems, including our financial reporting controls.
Our actions, however, may not be sufficient to result in an effective internal
control environment, and any future failure to maintain effective
internal control over financial reporting could impair the reliability of our
financial statements which in turn could harm our business, impair
investor confidence in the accuracy and completeness of our financial reports and
our access to the capital markets, cause the price of our
common stock to decline and subject us to regulatory penalties.
Failure to keep pace with technological change could adversely affect
our business.
Advances and changes in technology could significantly affect our business, financial
condition, results of operations, and future
prospects. The financial services industry is continually undergoing rapid technological
change with frequent introductions of new
technology-driven products and services. Failure to successfully keep pace
with technological change affecting our industry could harm our
ability to compete effectively. Many of our competitors have substantially
greater resources to invest in technological improvements. We face
many challenges, including the increased demand for providingto provide clients electronic
access to their accounts and the cost and implementation of
systems to perform electronic banking transactions electronically.transactions. Our ability to compete
depends on our ability to continue to adapt technology on a timely
and cost-effective basis to meet these demands.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively or timely implement
new technology-driven products and
services or be successful in marketing these products and services to our clients.
Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to compete effectively and could have a material adverse impact on our business, financial condition, results of operations or cash flows. As these technologies are improved
in the future, we may be
required to make significant capital expenditures in order to remain competitive,
which may increase our overall expenses and have a
material adverse effect on our business, financial condition, results of operations
and cash flows.
We are exposed to cybersecurity risksthreats and potential security breaches, associated with
and our internet-based systems and online commerce security, and therefore we may incur increasing costs in an effortefforts to minimize those risks and toor respond to cyber incidents and wesuch
threats may experiencenot be effective to prevent significant harm to our reputation and liability exposure from security breaches.the Company.
We conduct a portion of our business over the Internet. We rely heavily upon data processing, including loan servicing and deposit processing,
software, communications and
information systems from a number of third parties to conduct our business. In addition, our Our
business involves the storage and transmission of clients’
proprietary information and security breaches could expose us to a risk of
loss or misuse of such information, litigation and potential liability.
In recent periods, several governmental agencies and large corporations, including financial Our operations are vulnerable to disruptions from human error, natural
disasters, power loss, computer viruses, spam attacks, denial of
service organizations and retail companies, have suffered major data breaches, in some cases exposing not only their confidential and proprietary corporate information, but also sensitive financialattacks, unauthorized access, and other personalunforeseen events. Undiscovered
data corruption could render our client information of their clients
inaccurate. Third-party or other third parties,internal systems and subjecting those agencies and corporationsnetworks may fail to potential fraudulent activity and their clients and other third partiesoperate
properly or become disabled due to identity theft and fraudulent activity in their credit card and banking accounts. Therefore, securitydeliberate attacks or
unintentional events. Security breaches and cyber attacks cancyberattacks may cause
significant increases in operating costs, including the costs of
compensating clients for any resulting losses they may incur and the
costs and capital expenditures required to correct the deficiencies in and
strengthen the security of data processing and storage systems. Additionally,
While we provide international wire transfer and other international services, which subject us to associated risks, including risks of increased difficulties recovering transferred funds in the event of fraud or otherwise.
Third-party or internal systems and networks may fail to operate properly or become disabled due to deliberate attacks or unintentional events; furthermore, we could be subjected to an unauthorized takeover of one or more of our corporate accounts and subjected to unauthorized transfers. Our operations are vulnerable to disruptions from human error, natural disasters, power loss, computer viruses, spam attacks, denial of service attacks, unauthorized access, and other unforeseen events. Undiscovered data corruption could render our client information inaccurate. These events may obstruct our ability to provide services and process transactions. While we
26
believe we are in compliance with all applicable privacy and data
security laws, an incident could put our client
confidential information at risk.risk and expose us to significant liability. We
We have been the target of data and cyber security attacks and
may
experience attacks in the future. While we have not experienced a material
cyber-incident or security breach that has been successful in
compromising our data or systems to date, we can never be certain that all of our
systems are entirely free from vulnerability to breaches of
security or other technological difficulties or failures. Although we monitor and modify, as necessary, our protective measures in response to the The
perpetual evolution of known cyber-threats andrequires us to devote significant
resources to maintain, regularly update and backup our data security
systems and processes, that are designed to protect the security of our systems,as we may not be able to anticipate, or
effectively implement preventative measures against, all cyber attacks.
cyber-attacks. A breach in the security of any of our information systems,breach or other cyber-incident could have an adverse
impact on, among other things, our revenue, ability to attract and maintain clients
and our reputation. In addition, as a result of any breach, we could incur higher costs to conduct our business, to increase protection or related to remediation. Furthermore, our clients could incorrectly blame us and terminate their account with us for a cyber-incident which occurred on their own system or with that of an unrelated third party. In addition, a security breach could also
subject us to additional regulatory scrutiny and expose us to civil litigation and
possible financial liability, all of which could have a material
adverse effect on our business, financial condition and results of operations.operati
ons.
We rely on client, counterparty and third-party information, which subjects
us to risks if that information is not accurate or
is incomplete.
In deciding whether to extend credit or enter into other transactions with clients and
counterparties, we rely on information furnished
to us by or on behalf of clients and counterparties, including financial statements and
other financial information. We also rely on
representations of clients and counterparties as to the accuracy and completeness
of that information and, with respect to financial statements,
on reports of independent auditors. While we have a practice of seeking to independently verify
client information that we use in deciding
whether to extend credit or to agree to a loan modification, including employment,
assets, income and credit score, not all client information
is independently verified, and if any of the information that is independently verified (or
(or any other information considered in the loan review
process) is misrepresented and such misrepresentation is not detected prior
to loan funding, the value of the loan may be significantly lower
than expected. Whether a misrepresentation is made by the applicant, another third party
or one of our employees, we generally bear the risk
of loss associated with the misrepresentation. We may not detect all misrepresented information
in our approval process. Any such
misrepresented information could adversely affect our business, financial condition
and results of operations.
23
We are subject to certain operating risks related to employee error and
client, employee and third-party misconduct, which
could harm our reputation and business.
Employee error or employee and client misconduct could subject us to financial
losses or regulatory sanctions and seriously harm our
reputation. Misconduct by our employees could include hiding unauthorized
activities from us, improper or unauthorized activities on behalf
of our clients or improper use of confidential information. It is not always possible to
prevent employee error or misconduct, and the
precautions we take to prevent and detect this activity may not be effective in
all cases. Because the nature of the financial services business
involves a high volume of transactions, certain errors may be repeated
or compounded before they are discovered and successfully rectified.
Our necessary dependence upon processing systems to record and process
transactions and our large transaction volume may further increase
the risk that employee errors, tampering or manipulation of those systems will result in
losses that are difficult to detect. Employee error or
misconduct could also subject us to financial claims. If our internal control
systems fail to prevent or detect an occurrence, it could have a
material adverse effect on our business, financial condition and results of
operations.
Fraudulent activity could damage our reputation, disrupt our businesses,
increase our costs and cause losses.
As a financial institution, we are inherently exposed to operational risk in the
form of theft and other fraudulent activity by employees,
clients and other third parties targeting us and our clients or data. Such activity
may take many forms, including check fraud, electronic fraud,
wire fraud, phishing, social engineering, and other dishonest acts. Although the Company devotes substantial resources
to maintaining
effective policies and internal controls to identify and prevent such incidents,
given the increasing sophistication of possible perpetrators, the
Company may experience financial losses or reputational harm as a result of
fraud. In addition, we may be required to make significant
capital expenditures in order to modify and enhance our protective measures or
to investigate and remediate fraudulent activity. Although we
have not experienced any material business or reputational harm as a result of fraudulent
activities in the past, the occurrence of fraudulent
activity could damage our reputation, disrupt our business, increase
our costs and cause losses in the future.
27
Our operations could be interrupted if our third-party service providers
experience difficulty, terminate their services or fail
to comply with banking regulations.
We depend, to a significant extent, on a number of relationships with third-party
service providers. Specifically, we receive core
systems processing, essential web hosting and other internet systems, loan
and deposit processing, and other processing services from third-party
third-
party service providers. If these third-party service providers experience
financial, operational or technological difficulties or terminate their
services and we are unable to replace them with other service providers, our
operations could be interrupted. If an interruption were to
continue for a significant period of time, our business, financial condition
and results of operations could be adversely affected, perhaps
materially. Even if we are able to replace our service providers, it may be at a higher cost to
us, which could adversely affect our business,
financial condition and results of operations.
We follow a relationship-based operating model and negative public opinion
could damage our reputation and adversely
impact our earnings.
Reputation risk, or the risk to our business, earnings and capital from negative
public opinion, is inherent in our business. Negative
public opinion can result from our actual or alleged conduct in any number
of activities, including lending practices, corporate governance
and acquisitions, and from actions taken by government regulators and
community organizations in response to those activities. Negative
public opinion can adversely affect our ability to keep and attract clients and employees
and can expose us to litigation and regulatory action
and adversely affect our results of operations. Although we take steps to minimize reputation risk in dealing with our
clients and
communities, this risk will always be present given the nature of our business.
If third parties infringe upon our intellectual property or if we were
to infringe upon the intellectual property of third parties,
we may expend significant resources enforcing or defending our rights or
suffer competitive injury.
We rely on a combination of copyright, trademark, trade secret laws, and confidentiality
provisions to establish and protect our
intellectual property rights. If we fail to successfully maintain, protect and
enforce our intellectual property rights, our competitive position
could suffer. Similarly, if we were to infringe on the intellectual property rights of
others, our competitive position could suffer. Third parties
may challenge, invalidate, circumvent, infringe or misappropriate our intellectual
property, or such intellectual property may not be sufficient
to permit us to take advantage of current market trends or otherwise to provide
competitive advantages, which could result in costly redesign
efforts, discontinuance of certain product or service offerings or other
competitive harm.
We may also be required to spend significant resources to monitor and police our
intellectual property rights. Others, includingSome of our competitors
may independently develop similar technology, duplicate our products
or services or design around our intellectual property, and in such
cases we may not be able to assert our intellectual property rights against such parties.
Further, our contractual arrangements may not
effectively prevent disclosure of our confidential information or provide
an adequate remedy in the event of unauthorized disclosure of our
confidential or proprietary information. We may have to litigate to enforce or determine
the scope and enforceability of our intellectual
24
property rights, trade secrets and know-how, which could be time-consuming
and expensive, could cause a diversion of resources and may
not prove successful.
The loss of intellectual property protection or the inability
to obtain rights with respect to third-party intellectual
property could harm our business and ability to compete. In addition,
because of the rapid pace of technological change in our industry,
aspects of our business and our products and services rely on technologies developed
or licensed by third parties, and we may not be able to
obtain or continue to obtain licenses and technologies from these third parties on reasonable
terms or at all.
We may be exposed to risk of environmental liabilities or failure to comply with
regulatory requirements with respect to
properties to which we take title.
In the course of our business, we may foreclose and take title to real estate, and we
these properties could be subject us to environmental
liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or we may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These properties may also be subject to various other federal, state or local regulatory requirements, such as the Americans with Disabilities Act. We do not know whether
existing requirements will change or whether compliance with future requirements
will involve significant expenditures. We may be held
liable to a governmental entity or to third parties for property damage, personal
injury, investigation and clean-up costs incurred by these
parties in connection with environmental contamination, or we may be
required to investigate or clean up hazardous or toxic substances, or
chemical releases at a property. The costs associated with these investigation or remediation activities
could be substantial. In addition, if we
are the owner or former owner of a contaminated site, we may be subject to claims
and damages from third parties related to environmental
contamination emanating from the property. If we ever become subject
to significant environmental liabilities or costs or fail to comply with
regulatory requirements with respect to these properties, our business, financial
condition, liquidity and results of operations could be
materially and adversely affected.
28
The costs and effects of litigation, investigations or similar matters,
or adverse facts and developments related thereto, could
materially affect our business, operating results and financial condition.
We may be involved from time to time in a variety of litigation, investigations or
similar matters arising out of our business. It is
inherently difficult to assess the outcome of these matters, and we may
not prevail in proceedings or litigation. Our insurance
Insurance may not cover all
such claims that may be asserted against us andor losses, our indemnification rights to which we are entitled may not be honored, and any claims asserted against us,
we may suffer damage to our reputation, regardless of the merit or
eventual outcome may harm our reputation. of a claim.
The ultimate judgments or settlements in any litigation or investigation could
have a material adverse effect on
our business, financial condition and results of operations. In addition,
premiums for insurance covering the financial and banking sectors
are
rising. We may not be able to obtain appropriate types or levels of insurance in the future, nor may
we be able to obtain adequate replacement
policies with acceptable terms or at historic rates, if at all.
Financial counterparties expose the Company to risks.
We maintain correspondent bank relationships, manage certain loan
participations, engage in securities transactions and engage in
other activities with financial counterparties that are customary to our
industry. Many of these transactions expose us to counterparty credit,
liquidity and/or reputational risk in the event of default by the counterparty, or
negative publicity, or publicand complaints whether real or perceived, about one or more financial counterparties,the counterparty or the
financial services industry in general. Although we seek to manage these risks through internal controls and procedures,
we may experience
loss or interruption of business, damage to our reputation, or incur
additional costs or liabilities as a result of unforeseen events with these
counterparties. Any financial cost, liability or reputational damage could have a material adverse effect on our business,
which in turn, could
have a material adverse effect on our financial condition and results of operations.
Severe weather, natural disasters, pandemics, acts of war or terrorism and other external events could
significantly impact our business.
Severe weather, including tornadoes, droughts, hailstorms and
other natural disasters, pandemics, such as the recent outbreak of
COVID-19, acts of war or terrorism and other adverse external events could have
a significant impact on our ability to conduct business.
Such events could affect the stability of our deposit base, impair the ability of borrowers
to repay outstanding loans, impair the value of
collateral securing loans, cause significant property damage, result in
loss of revenue or cause us to incur additional expenses. Operations in
our markets could be disrupted by both the evacuation of large portions
of the population as well as damage or lack of access to our banking
and operation facilities. Other severe weather or natural disasters, pandemics,
acts of war or terrorism or other adverse external events may
occur in the future. Although management has established business continuity plans and procedures, the occurrence
of any such events could
have a material adverse effect on our business, financial condition and results of
operations.
Risks Relating to Our Regulatory Environment
We are subject to extensive regulation, which increases the cost and
expense of compliance and could limit or restrict our
activities, which in turn may adversely impact our earnings and ability
to grow.
We operate in a highly regulated environment and are subject to regulation,
supervision and examination by a number of governmental
regulatory agencies, including, with respect to the Bank, the FDIC and the OSBCK and,
with respect to the Company, the Federal Reserve.
Regulations adopted by these agencies which are generally intended to provide protection for depositors, clients and the Deposit Insurance Fund (“DIF”), rather than for the benefit of stockholders, govern a comprehensive range
of matters relating to ownership and control of our shares, our
25
acquisition of other companies and businesses, permissible activities for us
to engage in, maintenance of adequate capital levels, dividend
payments and other aspects of our operations. These bankBank regulators possess broad authority
to prevent or remedy unsafe or unsound practices or
violations of law. Following examinations, If, as a result of an examination, a banking agency determines
that an aspect of our operations were unsatisfactory, or that
we were, or our management was, in violation of any law or regulation, they may take
a number of different remedial actions as they deem
appropriate. These actions include the power to enjoin ‘‘unsafe or unsound’’ practices, to require affirmative action to correct any conditions
resulting from any violation or practice, to issue an administrative order that
can be required, among other things,judicially enforced, to changedirect an increase in our asset valuations or the amounts of required loan loss allowances orcapital, to
restrict our operations, as well as increasegrowth, to assess civil money penalties against us, our capital levels, whichofficers
or directors, to fine or remove officers and directors and, if it is
concluded that such conditions cannot be corrected or there is an imminent
risk of loss to depositors, to terminate the Bank’s FDIC deposit
insurance and place the Bank into receivership or conservatorship. Any regulatory action against us could adversely affect
have a material adverse effect on
our business, financial condition and results of operations.
Government policy, legislation and regulation, particularly monetary
policy from the Federal Reserve, significantly affect economic
growth and financial operations, including our distribution of credit, bank
loans, investments, deposits, product offerings and disclosures,
interest rates and bankruptcy proceedings for consumer residential real
estate mortgages. The laws and regulations applicable to the banking
industry could change at any time and we cannot predict the effects of these changes
on our business, profitability or growth strategy.
Increased regulation could increase our cost of compliance, adversely
affect profitability and inhibit our ability to conduct business consistent
with historical performance. If we do not comply with governmental regulations,
we may be subject to fines, penalties, lawsuits or material
restrictions on our businesses and growth that may damage our reputation
and adversely affect profitability. Moreover, certain of these regulations contain significant punitive sanctions for violations, including monetary penalties and limitations on a bank’s ability to implement components of its business plan, such as expansion through mergers and acquisitions or the opening of new branch offices. In addition, changes in regulatory requirements may add costs associated with compliance efforts. Furthermore, government policy and regulation, particularly as implemented through the Federal Reserve, significantly affect credit conditions. Monetary policies and regulations of the Federal Reserve to regulate money supply and credit conditions could influence economic growth and the distribution of credit, bank loans, investments and deposits. Negative developments in the financial industry and the impact of new legislation and regulation in response to those developments could negatively impact our business operations operations. Proposed legislative
and adversely impactregulatory actions may not occur within expected time frames, or at all, which
creates additional uncertainty for our financial performance.business and
industry.
29
LegislativeAccordingly, legislative and regulatory actions taken now or in the future may increase our costs andcould
have a material adverse impact our business, governance structure, financial condition or results of operations. Proposed legislative and regulatory actions, including changes to financial regulation, may not occur on the time frame that is expected, or at all, which could result in additional uncertainty for our business.
We are subject to extensive regulation by multiple regulatory bodies. These regulations may affect the manner and terms of delivery of our services. If we do not comply with governmental regulations, we may be subject to fines, penalties, lawsuits or material restrictions on our businesses which may adversely affect our business operations. Changes in these regulations can significantly affect the services that we provide as well as our costs of compliance with such regulations. In addition, adverse publicity and damage to our reputation arising from the failure or perceived failure to comply with legal, regulatory or contractual requirements could affect our ability to attract and retain clients.
Current and past economic conditions, particularly in the financial markets, have resulted in government regulatory agencies and political bodies placing increased focus and scrutiny on the financial services industry. For example, the Dodd-Frank Act significantly changed the regulation of financial institutions and the financial services industry. In addition, new proposals for legislation continue to be introduced in the U.S. Congress that could further substantially increase regulation of the financial services industry, impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices, including in the areas of compensation, interest rates, financial product offerings and disclosures, and have an effect on bankruptcy proceedings with respect to consumer residential real estate mortgages, among other things. Federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied.
In addition, any proposed legislative or regulatory changes, including those that could benefit our business, financial condition and results of operations, may not occur on the timeframe that is proposed, or at all, which could result in additional uncertainty for our business.operation.
Many of our new expansion and growth plans require regulatory approvals,
and failure to obtain them may restrict our growth.
As part of our growth strategy, we may expand our business by pursuing
strategic acquisitions of financial institutions, adding
branches and other complementary businesses. Generally, we must receive
federal and state regulatory approval before we can acquire an
FDIC-insured depository institution or related business. In determining
whether to approve a proposed acquisition, federal and state banking
regulators will consider, among other factors, the effect of the acquisition
on competition, our financial condition, our future prospects and
the impact of the proposal on U.S. financial stability. The regulators also review current
and projected capital ratios, the competence,
experience and integrity of management and its record of compliance with laws and
regulations, the convenience and needs of the
communities to be served and the effectiveness of the acquiring institution
in combating money laundering activities. Such regulatory approvals may not be granted on terms that are acceptable to us, or at all.
The Federal Reserve may require the Company to commit capital resources
to support the Bank.
As a matter of policy, the Federal Reserve expects a bank holding company to act as a source
of financial and managerial strength to a
its subsidiary bank and to commit resources to support such subsidiary bank. The Dodd-Frank Act codified the Federal Reserve’s policy on serving as a source of financial strength. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank, even if the Company would not ordinarily do so and even if such contribution is to its detriment or the detriment of its stockholders. banks.
The Federal Reserve may charge the bank holding company with engaging
in unsafe and unsound practices for failure
to adequately commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and thereforeAccordingly, we may be required to make capital injections into
a troubled subsidiary
bank, even if such contribution creates a detriment to the Company or its stockholders.
If we do not have sufficient resources on hand to fund
the capital injection, we may be required borrow the funds or raise capital.
Any such loans by a bank holding company to its subsidiary bank are subordinate in right of payment to deposits and
to
certain other indebtedness of suchthe subsidiary bank. In the event of a bank holding company’s bankruptcy the bankruptcy trustee will assume any commitment by of
the bank holding company, to a federal bank regulatory agency to maintain the capital of a subsidiary bank.
Moreover, bankruptcy law provides that claims based onupon any such commitment will becommitments to
fund capital injections are entitled to a priority of payment over the claims of the bank holding company’smade
by general unsecured creditors, including the holders of its
indebtedness. Thus, any borrowing that must be incurred by the Company in order to make a required capital injection
injections to the Bank becomes moreare difficult and expensive, and
will adversely impact our financial condition, results of operations and future
prospects.
The Additionally, under the Financial Institutions Reform
Recovery and Enforcement Act of 1989 (“FIRREA”) grants the FDIC broad authority to charge off any, losses caused by a failing bank subsidiary might be charged
to the capital of a non-failing affiliated an affiliate
bank. Moreover, any bank operating under the Company’s common control could
may also be required by the FDIC to contribute capital to a failing affiliate
bank within the Company’s control group. This is known as FIRREA’s “cross-guarantee”
provision. The Company currently has one bank subsidiary.
30
subsidiary.
The Company and the Bank are subject to stringent capital requirements
that may limit our operations and potential growth.
The Company and the Bank are subject to various regulatory capital requirements.
Failure to meet minimum capital requirements can initiatewill
result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken,
could have a direct material effect on our financial
statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Company and the
Bank must
meet specific capital guidelines that involve quantitative measures of our
assets, liabilities and certain off-balance sheet commitments as
calculated under these regulations.
In order to be a “well-capitalized” depository
institution under prompt corrective action standards (but
without taking into account the capital conservation buffer requirement described
below), a bank must maintain a CET1 risk-based capital
ratio of 6.5% or more, a tier 1 risk-based capital ratio of 8.0% or more, a total
risk-based capital ratio of 10.0% or more and a leverage ratio
of 5.0% or more (and is not subject to any order or written directive specifying
any higher capital ratio). The failure to meet the established
capital requirements under the prompt corrective action framework could result
in one or more of our regulators placing limitations or
conditions on our activities, including our growth initiatives, or restricting
the commencement of new activities, and such failure could
subject us to a variety of enforcement remedies available to the federal
regulatory authorities, including limiting our ability to pay dividends,
26
issuing a directive to increase our capital and terminating the Bank’s FDIC deposit insurance. FDIC deposit insurance,
which is critical to the continued operation of
the Bank. In addition, an inability to meet the capital requirements under the Basel III would prevent us from being able to pay certain discretionary bonuses to our executive officers and dividends to our stockholders.
Due to the completed phase-in of a capital conservation buffer requirement,
the Company and the Bank must effectively maintain a
CET1 capital ratio of 7.0% or more, a tier 1 risk-based capital ratio of 8.5% or more,
a total risk-based capital ratio of 10.5% or more and, for
the Bank, a leverage ratio of 5.0% or more and for the Company, a leverage ratio
of 4.0% or more. Many factors affect the calculation of our
risk-based assets and our ability to maintain the level of capital required to achieve acceptable
capital ratios. For example, changes in risk weightings ofratios, such as increases to our risk-
weighted assets, relative to capitalloan impairments, loan losses exceeding the amount reserved
for such losses and other factors may combine to increase the amount of risk-weighted assets in the tier 1 risk-based capital ratio and the total risk-based capital ratio. Any increases in our risk-weighted assets will require a corresponding increase in our capital to maintain the applicable ratios. In addition, recognized loan losses in excess of amounts reserved for such losses, loan impairments and other factors willthat decrease our capital,
thereby reducing the level of the applicable ratios.
Our failure to remain
well-capitalized for bank regulatory purposes could affect client and investor confidence, our
ability to grow, our costs of funds, andthe interest rates that we pay on deposits, FDIC insurance
costs, our ability to pay dividends on common
stock, our ability to make acquisitions, and our business, results of operations
and financial condition. If we cease to be a well-capitalized institution for bank regulatory purposes, the interest rates that we pay on deposits and our ability to accept brokered deposits may be restricted. If we were restricted in the amount of interest that we could pay on our deposits, we could fail to maintain levels of deposits consistent with our business plan.
Higher FDIC deposit insurance premiums and assessments could adversely
affect our financial condition.
Our deposits are insured up to applicable limits by the DIF and are subject
to deposit insurance assessments to maintain deposit
insurance. As an FDIC-insured institution, we are required to pay quarterly deposit insurance premium assessments to the
FDIC. Although
we cannot predict what the insurance assessment rates will be in the future, either a deterioration
in our risk-based capital ratios or
adjustments to the base assessment rates could have a material adverse impact
on our business, financial condition, results of operations and
cash flows.
Bank regulatory agencies periodically examine our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we become subject as a result of such examinations could materially and adversely affect us.
Our regulators periodically examine our business, including our compliance with laws and regulations. Accommodating such examinations may require management to reallocate resources, which would otherwise be used in the day-to-day operation of other aspects of our business. If, as a result of an examination, a banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of our operations had become unsatisfactory, or that we were, or our management was, in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions include the power to enjoin ‘‘unsafe or unsound’’ practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil money penalties against us, our officers or directors, to fine or remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the Bank’s FDIC deposit insurance and place the Bank into receivership or conservatorship. Any regulatory action against us could have a material adverse effect on our business, financial condition and results of operations.
31
We face a risk of noncompliance and enforcement action with respect to
the Bank Secrecy Act and other anti-money
laundering statutes and regulations.
The BSA, the PATRIOT Act and other laws and regulations require financial institutions, among other duties, to institute and
maintain
an effective AMLanti-money laundering program and to file reports such as suspicious
activity reports and currency transaction reports. We are required to comply with these and other AML requirements. TheViolation
of such requirements may result in significant civil money penalties imposed
by federal banking agencies and Financial Crimes Enforcement
Network, are authorized to impose significant civil money penalties for violations of those requirements andwhich agencies have recently engaged in coordinated enforcement
efforts against banks and other financial services providers with
the U.S. Department of Justice (“DOJ”), the Drug Enforcement Administration and the IRS. We are also subject to increased
scrutiny of
compliance with the rules enforced by the OFAC, which involvemay require sanctions
for dealing with certain persons or countries. If our policies, procedures and systems are deemed deficient, or if the policies,
procedures and systems of our company, or any financial institutions that we may acquire in the futureof our subsidiaries, are
deemed deficient, we would be subject to liability, including fines and regulatory
actions, which may include restrictions on our ability to pay dividends and the necessity
requirements to obtain regulatory approvals to proceed with
certain aspects of our business plan, including our acquisition plans. Although, as of the date of this report, we have not been subject to any fines or penalties, and we believe we have not suffered any material business or reputational harm, as a result of violations of anti-money laundering laws and regulations, there is no assurance that we will not be subject to such fines, penalties or losses or harm in the future.
Failure to maintain and implement adequate programs to combat money
laundering and terrorist financing could also have serious reputational consequences
for us. Any of these results could have a material
adverse effect on our business, financial condition, results of operations
and growth prospects.
Regulations relating to privacy, information security and data protection
could increase our costs, affect or limit how we
collect and use personal information and adversely affect our business
opportunities.
We are subject to various privacy, information security and data protection laws, including
requirements concerning security breach
notification, and we could be negatively impacted by these laws. For example,
our business is subject to the Gramm-Leach-Bliley Act which,
among other things: (i) imposes certain limitations on our ability to share non-public
personal information about our clients with non-affiliatednon-
affiliated third parties; (ii) requires that we provide certain disclosures to clients about
our information collection, sharing and security
practices and afford clients the right to “opt out” of any information sharing by us with
non-affiliated third parties (with certain exceptions);
and (iii) requires that we develop, implement and maintain a written comprehensive
information security program containing safeguards that
are appropriate based on our size and complexity, the nature and scope of
our activities and the sensitivity of client information we process,
as well as plans for responding to data security breaches. VariousMany state and federal
banking regulators, states and foreign countries have also
enacted data security breach notification requirements with varying levels
of individual, consumer, regulatory or law enforcement
notification in certain circumstances in the event of a security breach. Moreover,
legislators and regulators in the United States and other
countries are increasingly adopting or revising privacy, information security
and data protection laws that potentially could have a significant
impact on our current and planned privacy, data protection and information
security-related practices, our collection, use, sharing, retention
and safeguarding of client or employee information, and some of our current or
planned business activities. This could also increase our costs
of compliance and business operations and could reduce income from certain
business initiatives. This includes increased privacy-related
enforcement activity at the federal level by the Federal Trade Commission, as well as at the state level.
Compliance with current or future privacy, data protection and information
security laws (including those regarding security breach
notification) affecting client or employee data to which we are subject could result
in higher compliance and technology costs and could
restrict our ability to provide certain products and services, which could have
a material adverse effect on our business, financial conditions
or results of operations. Our failure to comply with privacy, data protection and
information security laws could result in potentially
significant regulatory or governmental investigations or actions, litigation,
fines, sanctions and damage to our reputation, which could have a
material adverse effect on our business, financial condition or results of
operations.
27
We face increased risk under the terms of the CRA
as we accept additional deposits in new geographic markets.
Under the terms of the CRA, each appropriate federal bank regulatory
agency is required, in connection with its examination of a
bank, to assess such bank’s record in assessing and meeting the credit needs of
the communities served by that bank, including low- and
moderate-income neighborhoods. During these examinations, the regulatory
agency rates such bank’s compliance with the CRA as “Outstanding,
“Outstanding,” “Satisfactory,” “Needs to Improve” or “Substantial Noncompliance.”
The Bank had a CRA rating of “Satisfactory” as of its
most recent CRA assessment. The regulatory agency’s assessment of an institution’s record is part of the regulatory agency’s consideration
of
applications to acquire, merge or consolidate with another banking
institution or its holding company, or to open or relocate a branch office.
As we accept additional deposits in new geographic markets, we will be required
to maintain an acceptable CRA rating, which may be difficult.
32
difficult.
We are subject to numerous laws designed to protect consumers, including
the CRA and fair lending laws,
and failure to
comply with these laws could lead to a wide variety of sanctions.
The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose
nondiscriminatory lending requirements on financial institutions. The U.S. Department
of Justice and other federal agencies are responsible
for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under the CRA or fair lending
laws and regulations could result in a wide variety of sanctions, including damages
and civil money penalties, injunctive relief, restrictions
on mergers and acquisitions activity, restrictions on expansion and restrictions
on entering new business lines. Private parties may also have
the ability to challenge an institution’s performance under fair lending
laws in private class action litigation. Such actions could have a
material adverse effect on our business, financial condition, results of operations
and future prospects. We may be subject to liability for
potential violations of predatory lending laws, which could adversely impact
our results of operations, financial condition and business.
Risks Related to Our Common Stock
The price of our common stock could be volatile..volatile.
The market price of our common stock may be volatile and could be subject
to wide price fluctuations in price in response to various
factors, some of which are beyond our control. These factors include, among other things:
•things, actual or anticipated variations in our quarterly or
annual results of operations;
•recommendations by securities analysts; operating
•operating performance or fluctuations in the stock price performance of
other companies that investors deem comparable to us;
•news reports relating
to trends, concerns and other issues in the financial services
industry generally;
•conditions in the banking industry such as credit quality
and monetary policies;
•domestic and international economic
factors unrelated to our performance;
•perceptions, general market conditions
and, in particular, developments related to market conditions for
the financial services industry; loss of investor confidence in the market
•for stocks; new technology used, or services offered, by competitors; and
•changes in government regulations.
In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.and changes in government regulations. If any of
the foregoing occurs, it could cause our stock price to fall and
may expose us to lawsuits that, even if unsuccessful, could be costly to defend
and be a distraction to management.
Kansas law and the provisions of our articles of incorporation and bylaws
may have an anti-takeover effect, and there are
substantial regulatory limitations on changes of control of bank holding
companies.
Kansas corporate law and provisions of our articles of incorporation and our bylaws
could make it more difficult for a third party to
acquire us, even if doing so would be perceived to be beneficial by our stockholders.
Furthermore, with certain limited exceptions, federal
regulations prohibit a person or company or a group of persons deemed to be “acting
“acting in concert” from, directly or indirectly, acquiring more
than 10% (5% if the acquirer is a bank holding company) of any class of our voting
stock or obtaining the ability to control in any manner the
election of a majority of our directors or otherwise direct the management
or policies of our Company without prior notice or application to
and the approval of the Federal Reserve. Accordingly, prospective investors need to be aware of and comply with
these requirements, if
applicable, in connection with any purchase of shares of our common stock.
Collectively, provisions of our articles of incorporation and
bylaws and other statutory and regulatory provisions may delay, prevent or
deter a merger, acquisition, tender offer, proxy contest or other
transaction that might otherwise result in our stockholders receiving
a premium over the market price for their common stock. Moreover, the
combination of these provisions effectively inhibits certain business combinations,
which, in turn, could adversely affect the market price of
our common stock.
Future equity issuances could result in dilution, which could cause
the price of our shares of common stock to decline.
We are generally not restricted from issuing additional shares of stock, up
to the 200,000,000 shares of voting common stock and
5,000,000 shares of preferred stock authorized in our articles of incorporation.
In addition, we may issue additional shares of our common
stock in the future pursuant to current or future equity compensation plans, upon
conversions of preferred stock or debt, upon exercise of
warrants or in connection with future acquisitions or financings. If we choose to
issue additional shares of our common stock, or securities
28
convertible into shares of our common stock, for any reason, the issuance would
have a dilutive effect on the holders of our common stock
and could have a material negative effect on the market price of our common stock.
33
We may issue shares of preferred stock in the future, which could
make it difficult for another company to acquire us or
could otherwise adversely affect holders of our common stock.
Our articles of incorporation authorize us to issue up to 5,000,000 shares
of one or more series of preferred stock. Our Board of
Directors has the power to set the terms of any series of preferred stock that may
be issued, including voting rights, dividend rights,
conversion rights, preferences over our voting common stock with respect
to dividends or in the event of a dissolution, liquidation or winding
up and other
terms. If we issue preferred stock in the future that has preference over our common stock
with respect to payment of dividends
or upon our liquidation, dissolution or winding up, the rights of the holders
of our common stock or the market price of our common stock
could be adversely affected.
Our dividend policy may change without notice, and our future ability
to pay dividends is subject to restrictions.
Holders of our common stock are entitled to receive only such dividends as our
Board of Directors may declare out of funds legally
available for such payments. AnyThe Federal Reserve has indicated that bank holding
companies should carefully review their dividend policy in
relation to the organization’s
overall asset quality, current and
prospective earnings, and capital level, composition and quality.
Furthermore,
the Federal Reserve may prohibit payment of dividends that are deemed
unsafe or unsound practice.
Accordingly, any declaration and
payment of dividends on our common stock will depend upon many factors,
including our earnings and financial condition, liquidity and
capital requirements, the general economic and regulatory climate, our
ability to service any equity or debt obligations senior to our common
stock, our capital management policies and strategic plans; our growth initiatives;
and other factors deemed relevant by our Board of
Directors.
Any such factor could adversely affect the amount of dividends, if any, paid to our
common stockholders. If declared, dividends
will be payable to the holders of shares of our common stock on a pro rata basis in accordance
with their shares held. If preferred shares are
issued, such shares may be entitled to priority over the common shares as to dividends. Furthermore, consistent with our strategic plans, growth initiatives, capital availability, projected liquidity needs and other factors, we have made, and will continue to make, capital management decisions and policies that could adversely affect the amount of dividends, if any, paid to our common stockholders.
Other than the stock dividend provided to our
stockholders pursuant to our two-for-one stock split in 2018, we have no history
of paying dividends to holders of our common stock.
The Federal Reserve has indicated that bank holding companies should carefully review their dividend policy in relation to the organization’s overall asset quality, current and prospective earnings and level, composition and quality of capital. The Federal Reserve is authorized to determine under certain circumstances related to the financial condition of a bank holding company or a bank that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. If required payments on our debt obligations are not made, or dividends on any preferred stock we may issue are not paid, we will be prohibited from paying dividends on our common stock.
We are a bank holding company and our only source of cash, other
than further issuances of securities, is distributions from
our wholly-owned subsidiaries.
We are a bank holding company with no material activities other than activities incidental
to holding the common stock of the Bank.
Our principal source of funds to pay distributions on our common
stock and service any of our obligations, other than further issuances of
securities, would be dividends received from our wholly-owned
subsidiaries. Furthermore, our wholly-owned subsidiaries are not obligated
to pay dividends to us, and any dividends paid to us would depend on the earnings or
financial condition of our wholly-owned subsidiaries
and various business considerations. As is the case with all financial institutions, the profitability of our wholly-owned
subsidiaries is subject
to the fluctuating cost and availability of money, changes in interest rates and economic
conditions in general. In addition, various federal and
state statutes limit the amount of dividends that our wholly-owned subsidiaries
may pay to the Company without regulatory approval.
As an emerging growth company, or EGC, we utilize certain exemptions
from disclosure requirements which could make our
shares less attractive to investors and make it more difficult to compare
our performance with other public companies.
As an “emerging growth company”, we may take advantage of certain exemptions from
various reporting requirements including, but
not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002 and
reduced disclosure obligations regarding executive compensation.
In addition, as an emerging growth company we are not required to
comply with new or revised financial accounting standards until private
companies are required to comply, and we have not opted out of this
extended transition period. When a standard is issued or revised and it has different application dates
for public or private companies, we can
adopt
the new or revised standard at the time private companies adopt the new or revised standard. This may
make comparison of our
financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which
has opted out of the extended transition period difficult or impossible because of
the potential differences in accounting standards used. If
some investors find our shares less attractive as a result of our reliance on
these exemptions, the trading prices of our shares may be lower
than they otherwise would be.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
29
ITEM 2.
PROPERTIES
Our headquarters is located at 11440 Tomahawk Creek Parkway, Leawood, Kansas.
Including our headquarters building, we operate eight
nine full-service banking centers located in: Leawood, Kansas; Wichita, Kansas; Kansas
City, Missouri; Oklahoma City, Oklahoma; Tulsa,
Oklahoma; Dallas, Texas; Frisco, Texas; and Frisco, Texas.Phoenix, Arizona. We own our headquarters building, our banking centers in Wichita, Kansas,
and Oklahoma City, Oklahoma and we lease the remainder of our locations.
In addition, the Company signed a second lease agreement in
Dallas, Texas.
We anticipate the additional location will be open to our customers
in 2022. We believe that the leases to which we are subject
are generally on terms consistent with prevailing market terms. We also believe that our facilities are in good
condition and are adequate to
meet our operating needs for the foreseeable future.
ITEM 3.
LEGAL PROCEEDINGS
From time to time, the Company or the Bank is a party to claims and legal proceedings arising
in the ordinary course of business.
Management does not believe any present litigation or the resolution thereof
will have a material adverse effect on the business, consolidated
financial condition or results of operations of the Company.
34
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT
OUR EXECUTIVE OFFICERS
The following table sets forth certain information regarding our executive
officers and the executive officers of the Bank, including
their names, ages and positions:
NameAge as of March 1, 2021Position(s)
Mike Maddox51President and Chief Executive Officer of the Company
David O’Toole70Chief Financial Officer and Chief Investment Officer of the Company and Chief Financial Officer of the Bank
George F. Jones, Jr.76Vice Chairman of the Company
Steve Peterson56Chief Banking Officer of the Bank
W. Randall Rapp56Chief Credit Officer of the Bank
Amy Fauss53Chief Operating Officer of the Bank
Tom Robinson62Chief Risk Officer of the Company
Aisha Reynolds44General Counsel and Corporate Secretary of the Company and the Bank
Jana Merfen39Chief Technology Officer of the Bank
MikeAge as of March 1, 2022
Position(s)
Michael J. Maddox—Mr. Maddox transitioned into his new role as
52
President and Chief Executive Officer of the Company effective on June 1, 2020.
Benjamin R. Clouse
48
Chief Financial Officer of the Company and the Bank
Steve Peterson
57
Chief Banking Officer of the Bank
W. Randall Rapp
57
Chief Risk and Chief Credit Officer of the Bank
Amy Fauss
54
Chief Operating Officer of the Bank
Jana Merfen
40
Chief Technology Officer of the Bank
Michael J. Maddox
—Mr. Maddox has served as President and Chief Executive Officer of the Company
since June 1, 2020, and as
President and Chief Executive Officer of the Bank since November 28, 2008.
Prior to joining the Bank, he was a Regional President for
Intrust Bank. In this role, he managed the bank’s operations in Northeast Kansas. Mr.
Maddox has over 1820 years of banking experience. Mr.
Maddox attended the University of Kansas from which he received a Business degree
in 1991 and a law degree in 1994. While at KU, Mr.
Maddox was a four-year basketball letterman and a member of the
KU team that won the National Championship in 1988. Mr. Maddox
completed the Graduate School of Banking at the University of Wisconsin - Madison
in 2003. Mr. Maddox is a member of the Economic
Development Board of Johnson County. Mr. Maddox serves on the
Kansas City Civic Council. He has served on the board of CrossFirst
Bank since 2008.
David L. O’TooleBenjamin R. Clouse
—Mr. O’Toole hasClouse was appointed as Chief Financial Officer effective July 12,
2021.
Mr. Clouse previously served as
Chief Financial Officer of Waddell & Reed Financial, Inc., a financial services firm, from 2018
until its acquisition in 2021. Previously, Mr.
Clouse served at that company as Vice President and Chief Accounting Officer from February 2017 to February 2018, Vice President and
Principal Accounting Officer from March 2016 to February 2017 and Vice President from October 2015 until March 2016. Prior
thereto, Mr.
Clouse served as Chief Financial Officer of the CompanyExecutive AirShare Corporation, a private aviation company,
from September 2012 to October
2015. From 2006 to 2012 and the Bank since 2008 and Chief Investment Officer of the Company since 2009. In additionfrom 2002 to his2005, he served in various roles with the CompanyH&R
Block, Inc., a tax preparation company in Kansas
City, Missouri, including Assistant Vice President — Audit Services and the Bank,Assistant Vice President and Controller — Tax Services. From 2005
to 2006, Mr. O’Toole has served as President of CrossFirst Investments, Inc. since 2010. Mr. O’Toole previously served as President for CrossFirst Advisors from 2008 until 2016.
George F. Jones, Jr.—Mr. Jones hasClouse served as Vice ChairmanPresident — Finance and Corporate Controller of the Company since transitioning his role as President and Chief Executive Officer, effective June 1, 2020,Gold Bank Corporation,
Inc., a bank holding company.
From September 1996 to Mike Maddox. Mr. Jones hadJanuary 2002, he served as President and Chief Executive Officerin various roles in the
audit practice of the Company since May 2018. Mr. Jones joined the Company as Vice Chairman in May 2016, after retiring from Texas Capital Bank, N.A. at the end of 2013, and served as Vice-Chairman of the Company until May 2018. Mr. Jones has served on the board of the Bank since 2016. Mr. Jones also serves on the board of directors and as chairman of the Audit Committee and on the Compensation Committee of Caliber Home Loans, Inc.Deloitte.
Steve Peterson
—Mr. Peterson became Chief Banking Officer of the Bank effective on
July 1, 2020. Prior to this role, Mr. Peterson
served as the Wichita Bank President since August 2011. Prior to joining CrossFirst Bank, Mr. Peterson served as Division
President of
Stillwater National Bank from 2004 to August 2011.
30
W. Randall Rapp
—Mr. Rapp has served as the Chief Credit Officer of the Bank since April 2019. Prior to joining the Bank, Mr. Rapp
held various positions at Texas Capital Bank, N.A. from March 2000 until March 2019,
including serving as Executive Vice President and
Chief Credit Officer from May 2015
until March 2019, and as a Senior Credit Officer from 2013 until May 2015.
Amy Fauss
—Ms. Fauss has served as the Chief Operating Officer of the Bank
since December 2009. She previously served as
Executive Vice President and Chief Operating Officer of Solutions Bank, where she directed
all aspects of daily operations. Her experience
also includes senior management positions at Hillcrest Bank and Citizens-Jackson
County Bank.
Tom Robinson—Mr. Robinson has served as the Chief Risk Officer of the Company since January 2019. Mr. Robinson served as the Chief Credit Officer of the Bank from December 2011 until March 2019. Prior to joining the Bank in December 2011, Mr. Robinson served as the Chief Lending Officer for Morrill & Janes Bank and Trust Company, a unit of Morrill Bancshares, Inc.
35
Aisha Reynolds—Ms. Reynolds has served as General Counsel and Corporate Secretary of the Company since August 2018. Prior to joining the Company, she was Vice President, Securities and Governance for DST Systems, Inc., a global provider of technology-based information processing and servicing solutions, from August 2015 through June 2018. She received her law degrees from Washington University in St. Louis.
Jana Merfen
—Ms. Merfen joined CrossFirst Bank in January 2021. Prior to that she
served as Chief Information Officer of
Dickinson Financial Corp. and Academy Bank from April 2017
to January 2021.
Prior to working at Dickinson Financial Corp. and
Academy Bank, she worked at CommunityAmerica Credit Union where
she was the Director of Information Systems & Enterprise Project
Manager Officer from July 2016 to April 2017 and was the Director of Enterprise Risk Management and
Business Process Operations from
September 2014 to July 2016. Ms. Merfen has a degree in accounting
from Miami University in Ohio.
Part II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the Nasdaq Global Select Market under the
symbol “CFB” with 578420 holders of recordrecord at
December 31, 2020.2021.
Stock Performance
Our book value per share for the periods indicated were:was:
As of December 31,
20202019201820172016
Book value per share$12.08 $11.58 $10.21 $8.38 $7.34 
As of December 31,
2021
2020
2019
Book value per share
$
13.23
$
12.08
$
11.58
The following table shows the high and low closing prices per share of the Company’s
common stock since our IPO:
Price per Share in 2020Price per Share in 2019
HighLowHighLow
Stock Price$14.40 $5.74 $15.50 $11.11 
Price per Share in 2021

Price per Share in 2020
Price per Share in 2019
High
Low
High
Low
High
Low
Stock Price
$
15.66
$
10.70
$
14.40
$
5.74
$
15.50
$
11.11
cfb10k2021p31i0.gif cfb10k2021p31i2.gif
cfb10k2021p31i4.gif cfb10k2021p31i6.gif
cfb10k2021p31i8.gif cfb10k2021p31i10.gif
31
$-
$20
$40
$60
$80
$100
$120
$140
$160
$180
08-01-1909-01-1910-01-19
11-01-19
12-01-1901-01-2002-01-2003-01-2004-01-2005-01-2006-01-2007-01-2008-01-2009-01-2010-01-2011-01-2012-01-2001-01-2102-01-2103-01-2104-01-2105-01-2106-01-2107-01-2108-01-21
09-01-21
10-01-2111-01-2112-01-21
CFB Stock Performance Graph
CrossFirst Bankshares, Inc.
Russell 2000 Index
KBW Nasdaq Regional Banking Index
The following table and graph sets forth the cumulative total stockholder return for
the Company’s common stock from August 15,
2019 (the date that our common stock commenced trading on the Nasdaq
Global Select Market) through December 31, 20202021 compared to an
overall stock market index (Russell 2000 Index) and twoone peer group indices
index (KBW Nasdaq Regional Banking Index and SNL U.S. Bank $5 billion to $10 billion Index) for the same period. The
indices are based on total returns assuming reinvestment of dividends. The graph
assumes an investment of $100 on August 15, 2019. The
performance graph represents past performance and should not be considered
to be an indication of future performance.
36
cfb-20201231_g1.jpg
The performance graph and related text are being furnished to and not filed with the SEC, and will not be deemed “soliciting
“soliciting
material” or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be
deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically
incorporate such information by reference into such a filing.
August 15, 2019December 31, 2019December 31, 2020
CrossFirst Bankshares, Inc.$100.00 $99.45 $73.63 
Russell 2000 Index$100.00 $114.85 $137.77 
KBW Nasdaq Regional Banking Index$100.00 $116.94 $102.79 
SNL U.S. Bank $5 billion to $10 billion Index$100.00 $118.57 $107.69 
August 15, 2019
December 31, 2019
December 31, 2020
December 31, 2021
CrossFirst Bankshares, Inc.
$
100.00
$
99.45
$
73.63
$
106.92
Russell 2000 Index
$
100.00
$
114.85
$
137.77
$
158.19
KBW Nasdaq Regional Banking Index
$
100.00
$
116.94
$
102.79
$
136.92
Dividends
We haveHistorically, CrossFirst has not declared or paid any cash dividends on ourits common stock and we do not currently anticipate paying
stock. Payments of future dividends, if any, cash dividends on our common stock in the foreseeable future. Instead, we anticipate that our earnings in the foreseeable future will be retained to support our operations and finance at
the growth and developmentdiscretion of our business. Any future determination to pay dividends on our common stock will be made by our Board of Directors and will depend upon our results of operations,
our financial condition, capital requirements, general
economic conditions, regulatory and contractual restrictions, our
business strategy, our ability to service any equity or debt obligations
senior
to our common stock and other factors that our Board of Directors deems relevant. We are not obligated
to pay dividends on our common
stock and are subject to restrictions on paying dividends on our common stock.
Our principal source of funds to pay dividends on our common stock would
be dividends received from our wholly-owned
subsidiaries. Furthermore, our wholly-owned subsidiaries are not obligated
to pay dividends to us, and any dividends paid to us would
depend on the earnings or financial condition of our wholly-owned
subsidiaries and various business considerations. As is the case with all
financial institutions, the profitability of our wholly-owned subsidiaries
is subject to the fluctuating cost and availability of money, changes
in interest rates and economic conditions in general. In addition,
various federal and state statutes limit the amount of dividends that our
wholly-owned subsidiaries may pay to the Company without regulatory approval.
37
32
Share Repurchase Program
The following table summarizes our repurchases of our common shares
for the three months ended December 31, 2020:2021:
Calendar MonthTotal Number of Shares RepurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate dollar value of shares that may yet be purchased as part of publicly announced plans or programs
October 1 - 31— $— — $20,000,000 
November 1 - 30243,558 $9.60 243,558$17,660,926 
December 1 - 31366,055 $10.12 366,055$13,957,308 
Total609,613 $9.91 609,613 
Calendar
Month
Total Number of
Shares
Repurchased
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
Approximate Dollar Value of Shares
that may yet be Purchased as Part
of Publicly Announced Plans or
Programs
October 1 - 31
73,536
$
14.33
73,536
$
28,945,720
November 1 - 30
166,973
$
14.83
166,973
$
26,468,522
December 1 - 31
325,655
$
14.81
325,655
$
21,652,540
Total
566,164
$
14.75
566,164
On October 18, 2021, the Company announced that its Board of Directors approved
a share repurchase program under which the
Company may repurchase up to $30 million of its common stock. Repurchases under
the program may be made in open market or privately
negotiated transactions in compliance with SEC Rule 10b-18, subject to
market conditions, applicable legal requirements and other relevant
factors. The program does not obligate the Company to acquire any amount of common
stock, and it may be suspended at any time at the
Company's discretion. No time limit has been set for completion of the program.
On October 20, 2020, the Company announced that its Board of Directors approved
a share repurchase program under which the
Company maycould repurchase up to $20 million of its common stock. Repurchases under the program may be made in open market or privately negotiated transactions in compliance with SEC Rule 10b-18, subject to market conditions, applicable legal requirements and other relevant factors. The program does not obligateOn June
30, 2021, the Company to acquire any particular amountcompleted its share repurchase program
under which the Company purchased $20 million of its common stock, and it may be suspended at any time at the Company's discretion. No time limit has been set for completionstock. A total of 1,573,806 common shares were repurchased.
ITEM 6.
[RESERVED]
ITEM 7.
MANAGEMENT’S DISCUSSION
AND ANALYSIS
OF FINANCIAL
CONDITION AND
RESULTS OF OPERATIONS
Overview
This section includes a discussion of the program.financial condition and results of operations
of CrossFirst Bankshares, Inc. and its
subsidiaries. Refer to
Management's Discussion and Analysis of Financial Condition and Results of Operations
in our 2020 Form 10-K filed
with the SEC on February 26, 2021 for a discussion of the financial condition and results
of operations of the Company for the period ended
December 31, 2019 and a comparison between the 2019 and 2020 results.
Tables may include additional periods to comply with disclosure requirements
or to illustrate trends in greater depth. You should read
the following financial data in conjunction with the other information contained
in this 10-K, including under “Part I, Item 1A. Risk Factors,”
and in the financial statements and related notes included elsewhere in
this 10-K.
Growth History
We have grown organically primarily by establishing our branch
lite network in five states, attracting new clients and expanding our
relationships with existing clients, as well as through two strategic acquisitions. The data
below presents the business' growth in key areas for
the past five years and the related compound annual growth rate (“CAGR”):
2017 to 2021
As of December 31,
CAGR
2021
2020
2019
2018
2017
(Dollars in thousands)
Available-for-sale securities
2
%
$
745,969
$
654,588
$
739,473
$
661,628
$
701,534
Gross loans (net of unearned income)
(1)
21
4,256,213
4,441,897
3,852,244
3,060,747
1,996,029
Total assets
17
5,621,457
5,659,303
4,931,233
4,107,215
2,961,118
Noninterest-bearing deposits
41
1,163,224
718,459
521,826
484,284
290,906
Total deposits
19
%
$
4,683,597
$
4,694,740
$
3,923,759
$
3,208,097
$
2,303,364
(1)
Includes $65 million and $292 million of PPP loans at December 31, 2021 and 2020, respectively.
38
33
Our Strategy
Our strategy has been to build the most trusted bank in our markets, which we believe
drives value for our stockholders. We are
committed to a culture of serving our clients in extraordinary ways by providing
personalized, relationship-based banking. We believe that
success is achieved through establishing and growing the trust of our
clients, employees, stakeholders, and communities.
ITEM 6.    SELECTED FINANCIAL DATADuring 2021, the COVID-19 pandemic allowed us to serve our
customers by providing PPP loan funding, modifying loans through
Onpayment deferrals and rate adjustments, and using our
technology to reduce contact exposure. Despite the impact of the COVID-19 pandemic
in 2021, we remain focused on growth and building stockholder value
through greater efficiency and increased profitability. We intend to
execute our strategic plan through the following:
•
Continue organic growth;
•
Selectively pursue opportunities to expand through acquisitions or
new market development;
•
Attract and develop talent;
•
Improve financial performance;
•
Maintain a branch-lite business model with strategically placed locations; and
•
Leverage technology to enhance the client experience and improve profitability.
Performance Measures
As of or for the Year Ended December 21, 2018, we effected 31,
2021
2020
2019
(Dollars in thousands, except per share data)
Return on average assets
1.24
%
0.24
%
0.63
%
Return on average equity
10.84
%
2.05
%
5.38
%
Earnings per share
(1)
$
1.35
$
0.24
$
0.59
Diluted earnings per share
(1)
$
1.33
$
0.24
$
0.58
Efficiency
(2)
54.50
%
58.13
%
58.37
%
Equity to assets
11.88
%
11.03
%
12.20
%
(1)
Retroactively adjusted per share figures to account for
a two-for-one split of our common stock in the form of a stock dividend, whereby each holder of
our common stock received one additional share of common stock for each share owned as of the record date of December 19, 2018. The effect
(2)
We calculate efficiency ratio as noninterest expense divided by the sum of the stock dividend on outstanding sharesnet interest income and per share figures has been retroactively applied to all periods presented in this Form 10-K.noninterest income.
You should read the following financial data in conjunction with the other information contained in this 10-K, including under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the financial statements and related notes included elsewhere in this 10-K.2021 Highlights:
As of or for the Year Ended December 31,
20202019201820172016
(Dollars in thousands, except per share data)
Interest income$203,448 $216,218 $156,880 $97,816 $69,069 
Interest expense43,199 74,774 46,512 22,998 15,016 
Net interest income160,249 141,444 110,368 74,818 54,053 
Net income12,601 28,473 19,590 5,849 10,311 
Preferred stock dividends175 175 2,100 2,100 2,100 
Net income available to common stockholders12,426 28,298 17,490 3,749 8,211 
Total assets5,659,303 4,931,233 4,107,215 2,961,118 2,133,106 
Borrowings and repurchase agreements295,406 373,664 388,391 357,837 216,709 
Preferred stock, liquidation value— — 30,000 30,000 30,000 
Basic earnings per share0.24 0.59 0.48 0.12 0.39 
Diluted earnings per share$0.24 $0.58 $0.47 $0.12 $0.39 
●
ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
This section includes a discussion of the financial condition and results of operations of CrossFirst Bankshares, Inc. and its subsidiaries. Refer to Item 7. Management's Discussion and Analysis Discussion of Financial Condition and Results of Operationsin our 2019 Form 10-K filed with the SEC on March 10, 2020 for a discussion of the financial condition and results of operations of the CompanyNet income for the periodfiscal year ended December 31, 2018 and a comparison between2021 was $69
million, an increase of $57 million or 451% from the 2018 and 2019 results.prior
Tables may include additional periods to comply with disclosure requirements or to illustrate trends in greater depth. You should read the following financial data in conjunction with the other information contained in this 10-K, including under “Risk Factors Summary” and in the financial statements and related notes included elsewhere in this 10-K.year ended December 31, 2020.
Growth History●
We have grown organically primarily by establishing eight branches, attracting new clients and expanding our relationships with existing clients, as well as through two strategic acquisitions. The data below presents the business' growth in key areas for the past five years and the related compound annual growth rate (“CAGR”):
2016 to 2020As of December 31,
CAGR20202019201820172016
(Dollars in thousands)
Investment securities3%$668,024 $741,634 $663,678 $703,581 $593,012 
Gross loans (net of unearned income)(1)
364,441,897 3,852,244 3,060,747 1,996,029 1,296,886 
Total assets285,659,303 4,931,233 4,107,215 2,961,118 2,133,106 
Noninterest-bearing deposits38718,459 521,826 484,284 290,906 198,088 
Total deposits29%$4,694,740 $3,923,759 $3,208,097 $2,303,364 $1,694,301 
(1) Includes $292 million of PPP loans at December 31, 2020 that we anticipate to be paid off during 2021.
39
Our Strategy
Our strategy has been to build the most trusted bank in our markets, which we believe drives value for our stockholders. During 2020, the COVID-19 pandemic allowed us to serve our customers by providing PPP loan funding, modifying loans through payment deferrals and rate adjustments, and using our technology to reduce contact exposure.
Despite the impact of the COVID-19 pandemic in 2020, we remain focused on growth and building stockholder value through greater efficiency and increased profitability. We intend to execute our strategic plan through the following:
•Continue organic growth;
•Selectively pursue opportunities to expand through acquisitions or new market development;
•Attract and develop talent;
•Maintain a branch-lite business model with strategically placed locations; and
•Leverage technology to enhance the client experience and improve profitability.
Performance Measures
As of or for the Year Ended December 31,
20202019201820172016
(Dollars in thousands, except per share data)
Return on average assets0.24 %0.63 %0.56 %0.24 %0.56 %
Return on average equity2.05 %5.38 %5.34 %1.53 %5.51 %
Earnings per share(1)
$0.24 $0.59 $0.48 $0.12 $0.39 
Diluted earnings per share(1)
$0.24 $0.58 $0.47 $0.12 $0.39 
Efficiency(2)
58.13 %58.37 %73.64 %79.10 %70.64 %
Equity to assets11.03 %12.20 %11.94 %9.70 %10.07 %
(1) Retroactively adjusted per share figures to account for a two-for-one split of our common stock in the form of a stock dividend, whereby each holder of our common stock received one additional share of common stock for each share owned as of the record date of December 19, 2018.
(2) We calculate efficiency ratio as noninterest expense divided by the sum of net interest income and noninterest income.
2021 Events:
Four of our branches are located in areas recently impacted by severe, cold weather conditions. One branch sustained water damage, but did not impact operations or our ability to support our customers. The impact to our customers in Oklahoma and Texas remains uncertain, but may reduce a customer’s ability to pay all principal and interest payments when due. We may assist our customers impacted by the recent cold weather conditions by modifying loan terms.
2020 Highlights:
•Total assets reached $5.7were $5.6 billion including $593primarily made up of $4.3 billion in loans and
$746 million or 15% loan growth and $771 million or 20% deposit growth.in available-for-sale securities.
•Successful execution of our succession plan pursuant to which Michael J. Maddox was named as the Company’s Chief Executive Officer effective June 1, 2020 to succeed George F. Jones, Jr. who was appointed as Vice Chairman.●
•Supported our local businesses and communities by issuing $369 million of PPP loans to approximately 1,200 customers.
•Improved our fiscal year efficiency ratio from 58.37% in 2019 to 58.13% in 2020 to
54.50% in spite2021.
●
Purchased 1,530,357 or $22 million of outstanding shares as part of the uncertainty surrounding the COVID-19 pandemic.share
repurchase programs in 2021.
•Effectively responded to the COVID-19 pandemic using our business continuity plan resulting in no impact to bank operations, reduced health risks to employees and continuous support to our customers.●
•BookExpanded into Phoenix, Arizona.
●
Increased tangible book value per share ofto $13.23 at December 31, 2021
compared to $12.08 at December 31, 2020 compared to $11.58 at December 31, 2019.2020.
Review and Update on the
34
COVID-19 Pandemic Impact
The COVID-19 pandemic has caused, and is expected tomay continue to cause, economic
uncertainty and a disruption to the financial markets, the
duration and extent of which is not currently known. A discussion of the impact of the COVID-19 pandemic on the Company and its
operations and measures undertaken by the Company in response thereto is provided
below.
40
Bank Operations
The Company has a business continuity plan to mitigate operational risks in unusual,
unexpected events. The plan identifies key
components of our operations and creates responses to ensure normal operations
continue and to minimize the effects of potential loss. We
implemented the business continuity procedures in March 2020
as a result of the COVID-19 pandemic. During the remainder of 2020, our In April 2021, substantially all
employees worked in the office onreturned to on-premises work. In addition, a rotation schedule or remotely to limit exposure risk to our employees and customers. We met with customers by appointment and our drive-thru locations operated during normal hours.hybrid work
opportunity was created for most employees. No material interruptions
to our business operations have occurred to date.
Paycheck Protection Program (“PPP”) Lending Facility and Loans in 2020
The PPP was established by the CARES Act and authorized forgivable loans to small businesses. The Consolidated Appropriations
Act of 2021 allocated additional PPP funding. The Bank provided PPP loans to support current customers and foster relationships with new
customers. The loans earned interest at 1%, included fees between 1% and 5% and typically matured
in two or five years. The loans
originated under the PPP received a 0% risk weight under the regulatory capital rules which resulted
in increased Common Equity Tier 1,
Tier 1, and Tier 2 capital ratios, but the PPP loans are included in the calculation of our Leverage ratio.
The following table summarizes the impact of the PPP loans on our 2021 and 2020 financials:
As of or For the Period Ended December 31, 2020
Outstanding BalanceTotal Origination FeesEarned FeesUnearned Fees
(Dollars in thousands)
PPP Loans$292,230 $9,946 $5,757 $4,189 
For the Year Ended December 31,
2021
2020
(Dollars in thousands)
PPP Lending Facility and LoansLoan Activity
Outstanding loan balance, beginning
$
292,230
$
—
Loan increases
133,778
369,260
Loan payoffs
(361,203)
(77,030)
Outstanding loan balance, end
$
64,805
$
292,230
For the Year Ended December 31,
2021
2020
(Dollars in 2021thousands)
The Consolidated Appropriations Act of 2021 allocated an additional $284 billion in PPP funding. On January 11, 2021, the SBA reopened PPP funds for first draw borrowers and on January 13, 2021, opened PPP funds for second draw borrowers. The second round of PPP loans have similar terms to the first round of PPP loans mentioned above. The PPP loans are currently available through March 31, 2021 or until no available funding under the Consolidated Appropriations Act of 2021 remains.Loan Fee Activity
The Bank participated in the second round of PPP funding to continue support of current and new customers. PPP loan activity between January 1, 2021 and February 24, 2021 is provided below:Unearned fee balance, beginning
PPP Loan Activity in 2021
December 31, 2020Loans Forgiven &Loans Issued &February 24, 2021
Outstanding Balance
(Earned Fees)†
Unearned Loan FeesOutstanding Balance
(Dollars in thousands)
Loans Outstanding$292,230 $(40,289)$87,380 $339,321 
Unearned Loan Fees$4,189 $(1,534)$1,952 $4,607 
$
4,189
$
—
Unearned fees added
5,062
9,946
Earned fees recognized
(7,568)
(5,757)
Unearned fee balance, end
$
1,683
$
4,189
† Earned fees include fees earned from loans forgiven and monthly amortization
fees on loans outstanding.
Loan Modifications
The CARES Act as extended by the Consolidated Appropriations Act of 2021, allowed financial institutions to elect to suspend GAAP
principles and regulatory determinations for loan modifications relating
to the COVID-19 pandemic that would otherwise require evaluation
as troubled debt restructurings (“TDR”) from March 1, 2020 to December 31, 2020January
2, 2022 as long as the loan was not more than 30 days past due as of
December 31, 2019. The Company elected to use this guidance and started the modified
loan process during the first quarter of 2020. During the third quarterAs of 2020,
December 31, 2021, the Company assessed and approved a second round had 6 loans with an outstanding balance
of modifications. These modifications$17 million that were based on a customer’s business condition, evaluation of near and long term recovery potential and level of support from the owners and guarantors. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law, which extended the period during which the Company may, elect not to consider whether loan modifications relating to the COVID-19 pandemic are TDRs through January 2, 2022. The Company elected to apply the guidance.
The Company currently expects most ofstill under these modified loans to recover from the pandemic, but uncertainty regarding the short-term and long-term effects of the COVID-19 pandemic remain that may require the Company to (i) downgrade modified loans which may increase our ALLL, (ii) reverse interest income previously recognized but not received, and (iii) charge-off modified loans.terms.
41
Deferred35
Current Expected Credit Loss (“CECL”) Implementation
On January 1, 2022, the Company adopted ASU 2016-13, “Financial Instruments-Credit Losses (Topic
326): Measurement of Credit
Losses on Financial Instruments.”
Topic 326 replaces the incurred loss model for determining the allowance
for credit losses (“ACL”),
formerly presented as the allowance for loan interest accrues on loans modified as a resultlosses (“ALLL”).
The CECL approach requires immediate recognition of estimated credit losses
expected to occur over the estimated remaining life of the COVID-19 pandemic until determined that it is more likely than not that we will be unable to collect the accrued interest balance. After the deferral period, the modified loan terms require all accrued interest to be paid or capitalized and amortized over the original loan term. Loan modification information at December 31, 2020 is provided below:
Loan Modification Information
As of December 31, 2020
NumberValue
(Dollars in thousands)
Commercial8$24,696 
Energy21,788 
Commercial real estate651,457 
Construction and land development111,883 
Residential real estate and multifamily real estate0— 
Consumer0— 
Total17 $89,824 
Loan modifications primarily include payment deferrals, reduced monthly payments, changes in interest rate and extension of the maturity date.
Loan Modification by Risk Rating
As of December 31, 2020
PassSpecial MentionSubstandard
Performing		Substandard
Nonperforming		DoubtfulLossTotal
(Dollars in thousands)
Modified loans$44,706 $6,217 $38,901 $— $— $— $89,824 
ALLL against modified loans$474 $311 $3,890 $— $— $— $4,675 
Loan Portfolio and Credit Quality
The COVID-19 pandemic impacted our borrowers resulting in credit migration, charge-offs and an increased provision.asset. As a result, the new approach may accelerate the recording
of credit losses
compared to the former, incurred loss model. The new standard does not change the
credit risk of the COVID-19 pandemic,Company’s loans or the ultimate losses
incurred by the Company moderated loan growth to focus on current customers, implemented floors on loans and monitored unfunded credit lines. Listed below are categories in our loan portfolio that have been orthose loans. Topic 326 may be significantly impacted by the COVID-19 pandemic, resultingresult in increased monitoring.volatility in the Company’s
net income and capital levels due to
Energy Loans
Energy loans are collateralized by oil and natural gas reserves and the borrower’s cash flows are impacted by changes in the pricereasonable and supportable forecast of oilfuture economic
conditions on a quarterly basis.
For information regarding our implementation process, refer to “
Note 1: Nature of Operations and natural gas. Our customers have significant experience in the energy sector and the Company has an experienced groupSummary of energy lenders and credit officers that proactively monitor the portfolio. Oil and natural gas prices declined in the first quarter of 2020 and remained low as a result of the COVID-19 pandemic and other factors that reduced cash flow for our energy customers. As a result, approximately 60% of the energy portfolio was downgraded in 2020 and $5 million of loans were charged-off. We anticipate some relief for our customers in 2021 if oil and gas prices rebound and stabilize. We plan to decrease our overall energy exposure from 8% to 5% of our total loan portfolio.Significant Accounting
Real Estate LoansPolicies”
Our real estate loans are comprised of construction and development loans, 1-4 family loans and commercial real estate loans. There is significant uncertainty regarding the impact of the COVID-19 pandemic on our real estate loan portfolio, but we continue to monitor the following industries:
Real Estate Industries with Increased Monitoring as of December 31, 2020
IndustryOutstanding BalancePercent of Gross Loans
(Dollars in thousands)
Retail$183,1964.1%
Hotel and Lodging$175,8063.9%
Medical and Senior Living$174,0463.9%
42
These industries were identified due to travel restrictions, cancellation of events and large gatherings, reduction in demand for senior living housing and furlough of workers and an increase in unemployment numbers. The Bank has worked with business owners in these industries by modifying loan terms and funding the PPP loans.
Commercial Loans
The Company provides a mix of variable-rate and fixed-rate commercial loans across various industries. We extend commercial loans on an unsecured and secured basis. There is significant uncertainty regarding the impact the COVID-19 pandemic will have on our commercial loan portfolio, but we identified the following industries that received an increase in monitoring:
Commercial Industries with Increased Monitoring as of December 31, 2020
IndustryOutstanding BalancePercent of Gross Loans
(Dollars in thousands)
Recreation$84,2071.9%
Restaurants$73,5721.7%
Aircraft and Aviation$51,5871.2%
These industries were identified based on travel, entertainment and restaurant restrictions, cancellation of events and large gatherings, business closures and furlough of workers and an increase in unemployment numbers have also impacted these industries.
Goodwill Impairment
We performed a goodwill impairment analysis during the second quarter of 2020 and it resulted in a $7 million impairment, representing the total value of goodwill previously reported. See Note 6: Goodwill and Core Deposit Intangiblewithin the Notes to the Consolidated Financial Statements included
elsewhere in this Form 10-K.
The Company adopted Topic 326 through a modified retrospective approach
that results in a cumulative-effect adjustment to retained
earnings as of the day of adoption. The Company anticipates the January 1, 2022 ACL to be between $55 million and $61 million compared
to $58 million as of December 31, 2021.
In addition, CECL applies to off-balance sheet credit exposures, such as unfunded lines of credit, financial
guarantees not accounted
for as derivatives, and other unfunded loan commitments. The expected credit loss liability
for off-balance sheet credit exposures is estimated
over the contractual period in which the Company is exposed to credit
risk unless the obligation is unconditionally cancellable by the issuer.
The credit loss estimate for off-balance sheet credit exposure considers the
likelihood that funding will occur and if funded, the related
estimate of expected credit losses. Changes in the estimated credit loss are reported
in the statement of income and the Non-Interest Expense section within Management's Discussionexpected credit loss
estimate for unfunded commitments is reported as a liability on the balance
sheet. Once a loan is funded, the expected credit loss for off-
balance sheet exposures will be transferred to the ACL.
The Company expects to record a $4 million to $8 million credit loss liability for
off-balance sheet credit exposures. The credit loss
liability will result in a decrease to retained earnings, net of the deferred tax
asset.
The change in the required ACL is primarily a result of: (i) consolidation of previously disaggregated loan pools, (ii) an increase in
the
lookback period, and Analysis(iii) incorporation of reasonable and supportable
forecasts. Under the incurred loss model, the Company disaggregated
loans by risk ratings and loan categories. Under the CECL model, the Company’s pools were reduced
and did not sub-segment by risk rating.
The change in the Company’s loan pools is expected to decrease the required
reserve as of January 1, 2022. The incurred loss model’s look-
back period was short compared to the CECL methodology that requires the use of a full economic cycle. The change in the
look-back period
is expected to decrease the required reserve. The application of forward-looking
guidance is new under the CECL methodology. The
Company uses the unemployment rate guidance provided by the Federal
Reserve and reverts to an average unemployment rate outside of the
forecast periods. The change in methodology does not materially impact the Company’s loans
that were impaired as of December 31, 2021.
The reserve for more information.unfunded commitments that are not unconditionally cancelable
by the Company will be driven by: (i) The type of loan
commitment which are grouped using the same loan pools for the loan portfolio.
For example, the expected funding of residential
construction loans is expected to be higher than funding for energy loans; (ii)
changes in historical loss rates; (iii) qualitative factors;
and (iv)
average utilization rates.
Topic 326 eliminates the other than temporary impairment (“OTTI”) methodology
on available-for-sale securities. The OTTI method
is replaced with an allowance and related credit loss expense. This allows subsequent increases in
fair market value of the security to be
recognized by reducing the allowance and reversing previous credit loss expense
recorded. The Company’s available-for-sale securities were
not materially impacted by Topic 326’s implementation.
We anticipate the implementation of Topic 326 will not have a material impact on our capital ratios. The Federal
Reserve System, the
Federal Deposit Insurance Corporation, and the Office of the Comptroller
of the Currency adopted a joint final rule for an optional phase-in
period of three years for banks to absorb the impact to regulatory capital
of implementing the new CECL standard. For the first year of the
transition, the Company may reduce the impact of CECL on retained earnings by 75%. For years two
and three, the regulatory capital
schedules would continue to be adjusted based on declining amount of 25% each
year.
Customer and Industry Concentrations
As of December 31, 2021, the Company’s top 20 customer relationships, represented
approximately 27% or $1.2 billion of total
deposits. The majority of the $1.2 billion are money market deposit accounts. The Company believes
that there are sufficient funding
sources, including on-balance sheet liquid assets and wholesale deposit
options, so that an immediate reduction in these deposit balances
would not be expected to have a detrimental effect on the Company’s financial
position or operations.
36
For the year ended December 31, 2021, a significant portion of the
Company’s ATM and credit card interchange income was driven by
companies that mobilized their workforce directly impacted by the
COVID-19 pandemic. These companies represented $5 million or 61% of
the $8 million in ATM and credit card interchange income. We anticipate that the related non-interest income will fluctuate in the near term
based on COVID-19 pandemic.
Update to 2021 Events Discussed in the Previous 10-K
Four of our branches are in areas that were impacted by severe, cold weather conditions
in February and March of 2021. One branch
sustained water damage but did not impact operations or our ability to support
our customers. In 2021, the Company repaired and replaced
the property and equipment impacted by the water damage. The related cost was primarily
paid for by our insurance provider.
Discussion and Analysis - Results
of Operations
Net Interest Income
Our profitability depends in substantial part on our net interest income. Net interest
income is the difference between the amounts
received on our interest-earning assets and the interest paid on our interest-bearing
liabilities. Net interest income is impacted by internal and
external factors including:
•
Changes in the volume, rate, and mix of interest-earning assets and interest-bearing
liabilities;
•
Changes in competition, federal economic, monetary and fiscal policies and
economic conditions; and
•
Changes in credit quality.
We present and discuss net interest income on a tax-equivalent basis. A tax-equivalent basis makespresents all income taxable at the same
rate. For example, $100 of tax-exempt income would be presented as $126.58,
an amount that, if taxed at the statutory federal income tax
rate of 21% would yield $100. We believe a tax-equivalent basis provides for
improved comparability between the various earning assets.
For the fiscal year ended December 31, 20162017 to the second quarter of 2019,
we operated in a rising interest rate environment. Our
yield on earning assets and cost of funds were driven by the rate environment. In
July 2019, interest rates started to decline and continued
through 2020.2021. Our earning assets repriced quicker than our cost of funds, resulting
in a lower net interest margin in 2019 and 2020. During
2021, the Company benefited from changes in our deposit mix, including
an increase in non-interest-bearing deposits and a reduction in time
deposits that improved our overall cost of funds. The reduced cost of funds was offset by reductions
in earning-asset yields. A table showing
our five-yearthree-year yield on earning assets and cost of funds is presented below:
For the Year Ended December 31,
20202019201820172016
Yield on securities - tax equivalent(1)
3.05 %3.35 %3.62 %3.85 %3.63 %
Yield on loans4.26 5.52 5.34 4.89 4.60 
Yield on earning assets - tax equivalent(1)
3.96 5.04 4.77 4.37 4.08 
Cost of interest-bearing deposits1.02 2.21 1.71 1.12 0.96 
Cost of total deposits0.85 1.89 1.44 0.99 0.87 
Cost of FHLB and short-term borrowings1.56 1.90 1.77 1.49 1.20 
Cost of funds0.92 1.90 1.49 1.06 0.91 
Net interest margin - tax equivalent(1)
3.13 %3.31 %3.39 %3.40 %3.24 %
(1) Tax-exempt income is calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is 21% after December 31, 2017 and 35% prior to and including December 31, 2017.
For the Year Ended December 31,
2021
2020
2019
Yield on securities - tax equivalent
(1)
2.90
%
3.05
%
3.35
%
Yield on loans
4.02
4.26
5.52
Yield on earning assets - tax equivalent
(1)
3.60
3.96
5.04
Cost of interest-bearing deposits
0.49
1.02
2.21
Cost of total deposits
0.40
0.85
1.89
Cost of FHLB and short-term borrowings
2.09
1.56
1.90
Cost of funds
0.50
0.92
1.90
Net interest margin - tax equivalent
(1)
3.15
%
3.13
%
3.31
%
(1)
Tax-exempt income is calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is
21%.
43
37
The following table presents, for the periods indicated, average balance
sheet information, interest income, interest expense and the corresponding
average yield earned and
rates paid:
For the Years Ended December 31,
202020192018
Average BalanceInterest Income / Expense
Yield/Rate(4)
Average BalanceInterest Income / Expense
Yield/Rate(4)
Average BalanceInterest Income / Expense
Yield/Rate(4)
(Dollars in thousands)
Interest-earning assets:
Securities - taxable$267,715 $6,058 2.26 %$330,051 $9,627 2.92 %$281,709 $8,952 3.18 %
Securities - tax-exempt(1)
447,324 15,745 3.52 390,908 14,533 3.72 459,231 17,856 3.89 
Federal funds sold1,020 18 1.73 15,195 364 2.40 16,377 339 2.07 
Interest-bearing deposits in other banks179,978 621 0.35 139,538 2,689 1.93 159,279 2,757 1.73 
Gross loans, net of unearned income(2)(3)
4,310,345 183,738 4.26 3,468,079 191,527 5.52 2,435,424 130,075 5.34 
Total interest-earning assets(1)
5,206,382 $206,180 3.96 %4,343,771 $218,740 5.04 %3,352,020 $159,979 4.77 %
Allowance for loan losses(68,897)(42,015)(30,921)
Other noninterest-earning assets220,994 198,008 173,556 
Total assets$5,358,479 $4,499,764 $3,494,655 
Interest-bearing liabilities
Transaction deposits$447,777 $1,696 0.38 %$146,109 $1,742 1.19 %$56,321 $175 0.31 %
Savings and money market deposits1,993,964 14,033 0.70 1,676,417 35,385 2.11 1,410,727 23,405 1.66 
Time deposits1,155,492 20,856 1.80 1,243,304 30,541 2.46 835,595 15,792 1.89 
Total interest-bearing deposits3,597,233 36,585 1.02 3,065,830 67,668 2.21 2,302,643 39,372 1.71 
FHLB and short-term borrowings417,956 6,508 1.56 366,577 6,959 1.90 395,825 7,004 1.77 
Trust preferred securities, net of fair value adjustments939 106 11.34 899 147 16.34 864 136 15.69 
Noninterest-bearing deposits684,294 — — 512,142 — — 425,243 — — 
Cost of funds4,700,422 $43,199 0.92 %3,945,448 $74,774 1.90 %3,124,575 $46,512 1.49 %
Other liabilities43,331 25,708 12,634 
Stockholders’ equity614,726 528,608 357,446 
Total liabilities and stockholders’ equity$5,358,479 $4,499,764 $3,494,655 
Net interest income(1)
$162,981 $143,966 $113,467 
Net interest spread(1)
3.04 %3.14 %3.28 %
Net interest margin(1)
3.13 %3.31 %3.39 %
(1) Calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is 21%.
(2) Loans, net of unearned income includes non-accrual loans of $75 million, $40 million and $18 million as of December 31, 2020, 2019 and 2018, respectively.
(3) Loan interest income includes loan fees of $14 million, $9 million and $7 million in 2020, 2019 and 2018, respectively.
(4) Actual unrounded values are used to calculate the reported yield or rate disclosed. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.
For the Years Ended December 31,

2021

2020

2019
Average
Balance
Interest
Income /
Expense
Yield /
Rate
(4)
Average
Balance
Interest
Income /
Expense
Yield /
Rate
(4)
Average
Balance
Interest
Income /
Expense
Yield /
Rate
(4)
(Dollars in thousands)
Interest-earning assets:
Securities - taxable
$
204,889
$
3,955
1.93
%
$
267,715
$
6,058
2.26
%
$
330,051
$
9,627
2.92
%
Securities - tax-exempt
(1)
518,058
16,981
3.28
447,324
15,745
3.52
390,908
14,533
3.72
Federal funds sold
—
—
—
1,020
18
1.73
15,195
364
2.40
Interest-bearing deposits in other banks
389,893
502
0.13
179,978
621
0.35
139,538
2,689
1.93
Gross loans, net of unearned
income
(2)(3)
4,340,791
174,660
4.02
4,310,345
183,738
4.26
3,468,079
191,527
5.52
Total interest-earning assets
(1)
5,453,631
$
196,098
3.60
%
5,206,382
$
206,180
3.96
%
4,343,771
$
218,740
5.04
%
Allowance for loan losses
(73,544)
(68,897)
(42,015)
Other noninterest-earning assets
211,384
220,994
198,008
Total assets
$
5,591,471
$
5,358,479
$
4,499,764
Interest-bearing liabilities
Transaction deposits
$
608,063
$
1,152
0.19
%
$
447,777
$
1,696
0.38
%
$
146,109
$
1,742
1.19
%
Savings and money market deposits
2,338,315
8,225
0.35
1,993,964
14,033
0.70
1,676,417
35,385
2.11
Time deposits
812,774
9,146
1.13
1,155,492
20,856
1.80
1,243,304
30,541
2.46
Total interest-bearing deposits
3,759,152
18,523
0.49
3,597,233
36,585
1.02
3,065,830
67,668
2.21
FHLB and short-term borrowings
279,379
5,840
2.09
417,956
6,508
1.56
366,577
6,959
1.90
Trust preferred securities, net of fair
value adjustments
982
96
9.76
939
106
11.34
899
147
16.34
Noninterest-bearing deposits
876,309
—
—
684,294
—
—
512,142
—
—
Cost of funds
4,915,822
$
24,459
0.50
%
4,700,422
$
43,199
0.92
%
3,945,448
$
74,774
1.90
%
Other liabilities
35,447
43,331
25,708
Stockholders’ equity
640,202
614,726
528,608
Total liabilities and stockholders’ equity
$
5,591,471
$
5,358,479
$
4,499,764
Net interest income
(1)
$
171,639
$
162,981
$
143,966
Net interest spread
(1)
3.10
%
3.04
%
3.14
%
Net interest margin
(1)
3.15
%
3.13
%
3.31
%
(1)
Calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is 21%.
(2)
Loans, net of unearned income includes non-accrual loans of $31 million, $75 million and $40 million as of December 31, 2021, 2020 and 2019, respectively.
(3)
Loan interest income includes loan fees of $18 million, $14 million and $9 million in 2021, 2020 and 2019, respectively.
(4)
Actual unrounded values are used to calculate the reported yield or rate disclosed. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same
amounts.
44
38
Changes in interest income and interest expense result from changes in average
balances (volume) of interest-earning assets and
interest-bearing liabilities, as well as changes in average interest rates. The following
table sets forth the effects of changing rates and
volumes on our net interest income during the period shown. Information
is provided with respect to: (i) changes in volume (change in
volume times old rate); (ii) changes in rates (change in rate times old volume);
and (iii) changes in rate/volume (change in rate times the
change in volume):
For the Years Ended December 31,
2020 over 2019
Average VolumeYield/Rate
Net Change(2)
(Dollars in thousands)
Interest Income
Securities - taxable$(1,624)$(1,945)$(3,569)
Securities - tax-exempt(1)
2,022 (810)1,212 
Federal funds sold(266)(80)(346)
Interest-bearing deposits in other banks612 (2,680)(2,068)
Gross loans, net of unearned income41,037 (48,826)(7,789)
Total interest income(1)
41,781 (54,341)(12,560)
Interest Expense
Transaction deposits1,748 (1,794)(46)
Savings and money market deposits5,725 (27,077)(21,352)
Time deposits(2,018)(7,667)(9,685)
Total interest-bearing deposits5,455 (36,538)(31,083)
FHLB and short-term borrowings897 (1,348)(451)
Trust preferred securities, net of fair value adjustments6 (47)(41)
Total interest expense6,358 (37,933)(31,575)
Net interest income(1)
$35,423 $(16,408)$19,015 
(1) Tax-exempt income is calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is 21%.
(2) The change in interest not due solely to volume or rate has been allocated in proportion to the respective absolute dollar amounts of the change in volume or rate.
For the Years Ended December 31,
2021 over 2020
Average Volume
Yield/Rate
Net Change
(2)
(Dollars in thousands)
Interest Income
Securities - taxable
$
(1,297)
$
(806)
$
(2,103)
Securities - tax-exempt
(1)
2,364
(1,128)
1,236
Federal funds sold
(18)
-
(18)
Interest-bearing deposits in other banks
437
(556)
(119)
Gross loans, net of unearned income
1,294
(10,372)
(9,078)
Total interest income
(1)
2,780
(12,862)
(10,082)
Interest Expense
Transaction deposits
483
(1,027)
(544)
Savings and money market deposits
2,092
(7,900)
(5,808)
Time deposits
(5,193)
(6,517)
(11,710)
Total interest-bearing deposits
(2,618)
(15,444)
(18,062)
FHLB and short-term borrowings
(2,518)
1,850
(668)
Trust preferred securities, net of fair value adjustments
5
(15)
(10)
Total interest expense
(5,131)
(13,609)
(18,740)
Net interest income
(1)
$
7,911
$
747
$
8,658
(1)
Tax-exempt income is calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is
21%.
(2)
The change in interest not due solely to volume or rate has been allocated in proportion to the respective absolute dollar amounts of the change in
volume or rate.
Interest Income -
Interest income declined for the twelve months ended December 31, 2020 2021
compared to the same period in 2019.2020. Lower
yields on earning assets were driven by a decline in the interest rate environment.environment
in the first half of 2020 which persisted in 2021 and
increased competition driven by a surge in deposits in 2021. The decline in asset yields was partially
offset by year-over-year loan growth
and PPP loan income. PPP loan fees and interest income improved the earning asset yield by 64 basis points. We anticipate PPP income will positively impact our yield inpoints for the first half of 2021 as loans are forgiven and we accelerate the recognition of the unearnedyear ended December
31,
2021.
The Company currently anticipates loan fees. We currently expect earning asset yields to remain flat or slightly declineincrease in 2021 as a result of competition and2022 due to anticipated rate hikes
by the continued low rate environment.Federal Open Market
Committee.
Interest Expense -
Interest expense declined for the twelve months ended December 31, 2020 2021
compared to the same period in 2019.2020. The
cost of interest-bearing deposits declined due to strategic rate changes in our
deposit products driven by the declining rate environment. The cost
average volume for interest-bearing deposits declined primarily because
of time deposit maturities and current rates on time deposits.
Average FHLB and other borrowings declined duecompared to shorter term funding2020, as the
Company’s increase in cash offset the need to renew or increase
these borrowings. The increase in the cost of FHLB borrowings was the result of $771 thousand in prepayment
penalties related to $40
million of FHLB borrowings. In addition, the increase in the cost of funds was impacted
by short-term duration borrowings with lower rates
that matured in 2020 compared to 2019 and the declining rate environment. The rates on interest-bearing liabilities were offset by an increase in average volume to support our asset growth.not renewed. We currently anticipate our cost of funds will increase
due to remain flat or slightly declineexpected increases in 2021 as we continue to reduce ratesthe interest
rate environment although that may be offset by a greater mix of non-interest-bearing
deposits based on deposits and longer term borrowings.current trends.
Net Interest Income -
Net interest income increased for the twelve months ended December 31, 2020 2021
compared to the same period in 2019.
2020.
The increase in net interest income was driven by growthreductions in average earning assets,interest-bearing deposit rates as well as
a reduction in time deposits
which was partially offset by compressionlower rates on earning assets. Reductions in
earning asset yields were offset by reductions in the cost of
interest-bearing liabilities that resulted in a $747 thousand increase in net
interest margin as earning assets repriced quicker than interest-bearing liabilities. income.
We currently expect the net interest margin to
remain flat or slightly increase in 20212022 as the Company anticipates earning
assets continue to reprice offset by maturitiesfaster than interest bearing liabilities in borrowed funds that have higher interest rates. a rising
rate environment.
Our expected margin may continue to be impacted by the COVID-19 pandemic, placing
loans on non-accrual status,
including loans with deferred payments, and changes in competition.
cfb10k2021p39i2.gif
cfb10k2021p39i0.gif
39
$3,679
$6,083
$8,707
$11,733
$13,660
0.15%
0.17%
0.19%
0.22%
0.24%
2017
2018
2019
2020
2021
Noninterest Income Trend (dollars in thousands)
Total noninterest income
Noninterest income to average assets
Impact of Transition
Away from LIBOR
ReferThe Company had more than $1.3
billion in loans tied to Note 1: Nature of Operations and Summary of SignificantLIBOR at December 31, 2021. Starting in October 2021,
the Company began
limiting loans originated using the LIBOR index. For current borrowers,
the Company is modifying loan document language to account for
the transition away from LIBOR as loans renew or originate. The Company
plans to replace LIBOR-based loans with the Secured Overnight
Financing Rate (“SOFR”).
The Company adopted Accounting Policies under the Recent Accounting Pronouncements within the Notes to the Consolidated Financial Statements for information regarding the impact Standards Update (“ASU”) 2020-04 “Reference
Rate Reform (Topic 848): Facilitation
of the Effects of
Reference Rate Reform on Financial Reporting” in 2020. The ASU allows the
Company to recognize the modification related to LIBOR transition onas a
continuation of the Company.old contract, rather than a cancellation of the old contract
resulting in a write-off of unamortized fees and creation
of a
new contract.
Noninterest Income
45
Noninterest Income
cfb-20201231_g2.jpg
cfb-20201231_g3.jpg

40
The components of noninterest income were as follows for the periods shown:
For the Year Ended December 31,
Change
20202019$%
(Dollars in thousands)
Service charges and fees on customer accounts$2,803 $604 $2,199 364 %
Gain on sale of available-for-sale securities1,704 987 717 73 
Impairment of premises and equipment held for sale— (424)424 (100)
Income from bank-owned life insurance1,809 1,878 (69)(4)
Swap fees and credit valuation adjustments, net(204)2,753 (2,957)(107)
ATM and credit card interchange income4,379 1,785 2,594 145 
Other noninterest income1,242 1,124 118 10 
Total noninterest income$11,733 $8,707 $3,026 35 %
For the Year Ended December 31,
Change
2021
462020
$
%
(Dollars in thousands)
Table of ContentsService charges and fees on customer accounts
$
4,580
$
2,803
$
1,777
63
%
Realized gains on available-for-sale securities
1,023
1,704
(681)
(40)
Gains (losses), net on equity securities
(6,325)
47
(6,372)
(13,558)
Income from bank-owned life insurance
3,483
1,809
1,674
93
Swap fees and credit valuation adjustments, net
275
(204)
479
(235)
ATM and credit card interchange income
7,996
4,379
3,617
83
Other non-interest income
2,628
1,195
1,433
120
Total non-interest income
$
13,660
$
11,733
$
1,927
16
%
The changes in noninterest income were driven by the following:
Service Chargescharges and Feesfees on Customer Accountscustomer accounts -
This category includes account analysis fees offset by a customer
rebate program. The
increase for the year ended December 31, 20202021 compared to the same corresponding period in 2019 2020
was driven by a decline in costs associated with our rebate program,
including a reduction in the funded balance and reduction in rates used. In
addition, customer growth and an increase in outstanding balances
improved account analysis fees.
GainRealized gains on Saleavailable-for-sale securities –
The Company sells available-for-sale securities for strategic reasons including
capitalizing
on attractive market conditions, improving the credit quality of Available-for-Sale Securities -the security portfolio,
or for tax purposes,
primarily to offset capital losses.
The increase in the gain for the year ended December 31,realized gains on available-for-sale securities declined from 2020 was
to 2021 primarily due to the declining rate environment, which increased the valuea lower number of the Company’s securities sold in being sold. In
2020, compared to the same period in 2019. The 2020
sales were a strategic decision by managementmade to capitalize on attractive market conditions and improve credit
quality.
Impairment of Premises and Equipment Held for Sale -During 2017, we relocated to a new corporate administration building. As a result, we listed two support buildings for sale. During the first half of 2019,In 2021, the Company sold its remaining assets held-for-salesecurities for tax
purposes and to capitalize on attractive market conditions.
Gains (losses), net on equity securities –
During 2021, the Company recorded a $6 million loss related to an
equity investment received as
part of a modified loan agreement in 2020. The Company elected to account for this security at cost
less impairment, unless an orderly
transaction for an identical or similar investment of the transition. The two support buildings had been recently acquired and were extensively remodeled, whichsame issuer occurred that
would result in an updated fair market value. During 2021,
significant adverse changes in market conditions for the investment resulted in
the investment being sold below its book value. Refer to the
“Equity Securities” section in
Note 3: Securities
within the Notes to the Consolidated Financial Statements for additional information.
Income from bank-owned life insurance –
The increase for the year ended December 31, 2021 compared
to 2020 was due to the Company
recognizing $2 million in tax-free death benefits from a difference between book and market valuebank-owned life insurance poli
cy in 2021 compared to $0 of such proceeds for those assets.2020.
Swap Fee Income, Netfee income, net -
Swap fee income, net, includes both swap fees from the execution of new
swaps and the credit valuation adjustment
(“CVA”). Swap fees on new swaps depend on the size and term of the underlying
asset. During 2019, the swap program benefited from attractive market conditions and a change in the CVA methodology. During 2020, swap fee income, net was lower due to management's loan and pricing strategy and lower loan originations, excluding PPP loans, as a result of the COVID-19 pandemic. During 2020, a borrower with a back-to-back swap
was downgraded and resulted in a $300 thousand loss related to the CVA. ReferDuring
2021, the same borrower chose to Note 7: Derivatives and Hedging Activities withineliminate its back-to-
back swap, resulting in reversal of the Notes to the Consolidated Financial Statements for information regarding the changeCVA adjustment made in CVA methodology.2020.
ATM and Credit Card Interchange Incomecredit card interchange income -
The increase in ATM and credit card interchange income for the year ended December 31, 2020
2021
compared to the same period in 20192020 was primarily the result of customers that mobilized their workforce directly
impacted by the COVID-19 pandemic.
The Company anticipates the credit card activity and related income will decline slightlycontinue
to fluctuate in connection with a declinechanges in COVID-19 cases.
cases and the COVID-19 vaccine rollout.
Noninterest ExpenseOther non-interest income -
cfb-20201231_g4.jpgThe increase in other non-interest income for the year ended December
31, 2021 compared to 2020 was
primarily related to a $809 thousand increase in state employment incentives
received during 2021. We expect to continue to receive the
incentives quarterly going forward for three years, but at significantly lower
amounts. The Company also saw a $374 thousand increase in
letter of credit and foreign exchange fees for the period ended December 31, 2021
compared to 2020.
47
cfb10k2021p41i0.gif
41
61%
10%
4%
4%
4%
0%
17%
58%
9%
4%
4%
4%
7%
14%
Salary & benefits
Occupancy
Deposit insurance
Professional fees
Software &
communication
Goodwill
impairment
Other
Breakout of Noninterest Expense
12/31/2021
12/31/2020
$62,089
$85,755
$87,640
$99,968
$99,382
2.53%
2.45%
1.95%
1.87%
1.78%
2017
2018
2019
2020
2021
Noninterest Expense (dollars in thousands)
Total noninterest expense
Noninterest expense to average assets
Noninterest Expense
cfb-20201231_g5.jpg
42
The components of noninterest expense were as follows for the periods indicated:
For the Year Ended December 31,
Change
20202019$%
(Dollars in thousands)
Salary and employee benefits$57,747 $57,114 $633 1 %
Occupancy8,701 8,349 352 4 
Professional fees4,218 2,964 1,254 42 
Deposit insurance premiums4,301 2,787 1,514 54 
Data processing2,719 2,544 175 7 
Advertising1,219 2,455 (1,236)(50)
Software and communication3,750 3,317 433 13 
Foreclosed assets, net1,239 84 1,155 1,375 
Goodwill impairment7,397 — 7,397 — 
Other noninterest expense8,677 8,026 651 8 
Total noninterest expense$99,968 $87,640 $12,328 14 %
For the Year Ended December 31,
Change
2021
2020
$
%
(Dollars in thousands)
Salary and employee benefits
$
61,080
$
57,747
$
3,333
6
%
Occupancy
9,688
8,701
987
11
Professional fees
3,519
4,218
(699)
(17)
Deposit insurance premiums
3,705
4,301
(596)
(14)
Data processing
2,878
2,719
159
6
Advertising
2,090
1,219
871
71
Software and communication
4,234
3,750
484
13
Foreclosed assets, net
697
1,239
(542)
(44)
Goodwill impairment
-
7,397
(7,397)
(100)
Other non-interest expense
11,491
8,677
2,814
32
Total non-interest expense
$
99,382
$
99,968
$
(586)
(1)
%
The changes in noninterest expense were driven by the following:
Salary and Employee Benefits -
Salary and employee benefit costs increased for the year ended December
31, 2020 2021
compared to the same period in 2019 2020
primarily due to changes in staffing levels. Prior to the second quarter of 2020, the Company anticipated loanincreased hiring for market expansion and deposit growth that required an increase in headcount
anticipated payouts for performance-based awards that resulted
from improved earnings and resultedasset quality metrics. In addition, the Company
recognized $719 thousand in expense during 2021 due to
accelerated vesting of stock-based awards and the annual incentive award
of a former employee. We currently anticipate salary and employee
benefit costs to increase in 2022 due to new market locations, merit increases and
additional hiring.
Occupancy -
Occupancy costs increased compensation costs. Asfor the period ended December 31, 2021
compared to 2020 primarily due to our new locations in
the rapidly growing Frisco, Texas market and Phoenix, Arizona market and our more prominent location on
the Country Club Plaza, in
Kansas City, Missouri.
We currently anticipate occupancy costs to increase slightly in 2022
as a result of the COVID-19 pandemic, the Company focused on optimizing staffing levels during the third quarter of 2020, which resulted in incremental costsan additional location in the form of severance arrangements. Increases in costs were partially offset by a reduction in incentive compensation.Dallas
market.
Professional Fees -
Professional fees increaseddecreased for the year ended December 31, 2020 2021
compared to the same corresponding period in 2019 2020
primarily from an increasea reduction in legal fees as a result ofrelated to PPP loan originations and loan workouts. In addition, the Company’s accounting fees increased in 2020 compared to 2019 due to the transition from a private company to a public company.
Deposit Insurance Premiums -The 2019 expense was impacted by a $664 thousand assessment credit received in the third quarter. The credit was the result of the DIF Reserve Ratio exceeding the statutorily required minimum reserve ratio in 2018.
The FDIC uses a risk-based premium system to calculate the quarterly fee.
Our premiums increased for the year ended December 31, 2020 compared to the samecosts fluctuate because
48
periodchanges in 2019 as a result of strong asset growth, changes in asset quality and changes in capital ratios, all of whichratios.
During 2021, the Company benefited from improved
earnings that increased our quarterly fees.average tangible equity while average assets remained
flat between 2020 and 2021.
Advertising -
The decline
increase in advertising costs was driven by increased in-person events for the year
ended December 31, 2021 compared
to 2020 because of COVID-19 pandemic that reduced in-person events.restrictions being lifted.
Software and Communication -
The increase was driven by our continued strategy to invest in technologies that allow us to cover
beginning-to-end loan originations, provide customers with a suite of online tools
and allow us to analyze reportingoperational trends. In addition to the growing
number of technologies implemented, a portion of the increase in costs increased as a result ofwas due
to our growth. We currently anticipate our software and
communication costs to increase in 2022 as we continue adding and implementing
new software products that improve our customer’s
experience.
Foreclosed Assets, net -
The increasedecrease in foreclosed assets, net for the year ended December 31, 20202021 compared to 2020
resulted from the
Company selling a commercial use facility foreclosed upon in 2020 during
2021 at a loss that was slightly offset by the same corresponding periodsale of raw land
acquired in 2019 primarily resulted from new appraisals obtained onat a gain. During the year ended December 31, 2020, the
Company sold industrial facilities and landacquired in 2019 that resulted in
a $1 million valuation adjustment during the second quarter of 2020. Subsequent to the write-down, the industrial facilities were sold for $1 million.$844 thousand loss and impaired raw land acquired in 2019.
Goodwill Impairment -
The Company performed an interim review for goodwill impairment at June 30,in 2020. A quantitative review was
performed on the Tulsa market reporting unit using a combination of income and market based approaches. The capitalization of earnings, an income approach, used a single period of cash flows, adjusted for growth and a capitalization rate. The market approach used price-to-book multiples of peer banks and included a control premium. The reporting unit’s fair value was less than its book value and resulted in a $7 million impairment, representing the total value of goodwill previously reported during the quarter ended June 30, 2020. impairment.
Refer to
Note 6:6: Goodwill and Core Deposit
Intangible
within the Notes to the Financial Statements for more information.
43
Other noninterest expense -
Year-over-year changes included a $747 thousand$2 million increase in commercial
card costs as a result of our growing
customer base and increased use as a result of the COVID-19 pandemic.
In addition, insured cash sweep (“ICS”) deposits increased in 2020 2021
from 2019,2020, which drove related fees higher by $459 thousand. Insurance costs and director fees increased by $453 thousand and $495 thousand, respectively, related to our transition to a public company. Increased costs were offset by a $478 thousand decline in operational loan costs as loan volumes, types of loans originated or renewed and events related to foreclosed assets declined. Travel and education related costs declined by $815 thousand as a result of the COVID-19 pandemic.higher.
Income Taxes
Our income tax expense (benefit) differs from the amount that would
be calculated using the federal statutory tax rate, primarily from
investments in tax advantaged assets, such as bank-owned life insurance
and tax-exempt municipal securities, state tax credits and permanent
tax differences from equity-based compensation. Detail behind the differences
between the statutory rate and effective tax rate for the years
ended December 31, 2021, 2020 2019 and 20182019 is provided in
Note 11: Income Taxes
within the Notes to the Consolidated Financial Statements.
Our 2017 effective tax rate was impacted by the Tax Cuts and Jobs Act that reduced the corporate tax rate from 35% to 21%. Year-over-year, theThe December 31, 2020 effective tax rate increasedincrease from December 31,
2019 was due to the non-taxable, goodwill impairment in 2020
and a state tax credit received in 2019. The 2021 income tax expense was impacted
by a $71.7 million increase in income before income
taxes that increased taxes at the statutory rate by $15 million. The tax-exempt benefit diminishes
as the Company’s ratio of taxable income to
tax-exempt income increases. We currently anticipate the effective tax rate to increase slightly
in 2021.2022. A five-yearthree-year trend of our income tax
and effective tax rate is presented below:
For the Year Ended December 31,
20202019201820172016
(Dollars in thousands)
Income tax expense (benefit)$2,713 $4,138 $(2,394)$(1,441)$62 
Income before income taxes$15,314 $32,611 $17,196 $4,408 $10,373 
Effective tax rate18 %13 %(14)%(33)%1 %
For the Year Ended December 31,
49
2021
2020
2019
Table of Contents(Dollars in thousands)
Income tax expense (benefit)
$
17,556
$
2,713
$
4,138
Income before income taxes
$
86,969
$
15,314
$
32,611
Effective tax rate
20
%
18
%
13
%
Discussion and Analysis - Financial
Condition
Loan Portfolio
Loans represent our largest portion of earning assets and typically provide higher
yields than other assets. The quality and
diversification of the loan portfolio is an important consideration when
reviewing our financial condition. We established an internal loan
policy that outlines a standard lending philosophy and provides consistent direction
to achieve goals and objectives, which include
maximizing earnings over the short and long term by managing risks through
the policy. Internal concentration limits exist on all loans,
including commercial real estate, energy, and land development. We established strong
underwriting practices and procedures to assess our
borrowers, including review of debt service, collateral value and evaluation
of guarantors. We also engage third-parties to independently
review our loan portfolio. Appropriate actions are taken when a borrower is no longer able to service its debt.
Our loan portfolio consists of various types of loans, primarily made up of commercial
and commercial real estate loans. Commercial
loans are generally paid back through normal business operations. Commercial
real estate loans, which include both construction and limited
term financing are typically paid back through normal income from operations,
the sale of the underlying property or refinancing by other
institutional sources. Most of our loans are made to borrowers within the states we operate,
which include Kansas, Missouri, Oklahoma,
Arizona and Texas. In addition, we occasionally invest in syndicated shared national credits and loan
participations.
cfb-20201231_g6.jpg
cfb10k2021p44i0.gif
44
Gross loans, net of unearned income grew $590declined $186 million from the prior
year to over $4$4.3 billion as of December 31, 2020.2021. Our
commercial loan portfolio decreased slightlyincreased by $18$63 million or 1%5% as a result of increased pay downs
approximately $678 million in loan originations and charge-offs. drawdowns that
were able to offset commercial loan paydowns.
Our commercial real estate loans experienced growth of $102 million or 9%. This was driven
by strong originations of approximately $318 million and residentialapproximately
$108 million of loans that completed construction and were
transferred into our commercial real estate portfolio from the construction
and land development portfolio.
Residential and multifamily real
estate loans experienced substantial growth of $156decreased $80 million or 15% and $282 million or 71%, respectively. Commercial real estate was12% driven by activity in our Dallas and Kansas City markets and the portfolio remains well diversified with growth in the office space, industrial, and senior living sectors. Residential real estate growth was attributable to the developmentpayoffs of relationships with key residential and multifamily real estate developers within our markets. several, larger credit facilities.
Energy loans decreased $64$66 million or 16%19%
primarily due to price volatility in the marketpaydowns on outstanding lines of credit and management’s strategy
to lower our energy loan concentration. Gross loans
included $65 million and $292 million of PPP loans at December 31, 2021 and 2020, respectively. As of December 31, 2020,2021, loan yields
declined to 4.26%4.02% compared to 5.52%4.26% in the prior year, primarily as a result
of lower interest rates from adjustable rate loan movements in
LIBOR and Prime.
As of December 31, 2020,2021, PPP loans made up approximately 7%1% of the total portfolio, representing $292
$65 million in loans. The loans are guaranteed by the Small Business Administration (“SBA”), earn interest at 1.00%, and include a fee. During the first round of PPP, the Company produced loans for almost 1,200 customers totaling $369 million of which $77 million were forgiven in the fourth quarter and we anticipate most loan fees to be recognized in the first half of 2021. Excluding PPP loans, the loan portfolio grew by $301 million or 8% comparedRefer to the prior year.
COVID-19 Pandemic Impact
located in Management’s Discussion and Analysis section above for additional information regarding PPP
50
loans.
The following table presents the balance and associated percentage of
each major product type within our portfolio as of the dates
indicated:
As of December 31,
20202019201820172016
Amount% of LoansAmount% of LoansAmount% of LoansAmount% of LoansAmount% of Loans
(Dollars in thousands)
Commercial$1,338,757 30 %$1,356,817 35 %$1,134,414 37 %$771,208 38 %$420,227 32 %
Energy345,233 8 408,573 11 358,283 12 242,655 12 168,546 13 
Commercial real estate1,179,534 26 1,024,041 27 846,561 28 535,503 27 $396,203 30 
Construction and land development563,144 13 628,418 16 440,032 14 255,362 13 138,165 11 
Residential and multifamily real estate680,932 15 398,695 10 246,275 8 163,531 8 97,802 8 
Mortgage warehouse(1)
— — — — — — — — 58,504 4 
PPP292,230 7 — — — — — — — — 
Consumer55,270 1 45,163 1 43,814 1 33,786 2 20,250 2 
Gross loans4,455,100 3,861,707 3,069,379 2,002,045 1,299,697 
Less: unearned income13,203 9,463 8,632 6,016 2,811 
Gross loans (net of unearned income)$4,441,897 100 %$3,852,244 100 %$3,060,747 100 %$1,996,029 100 %$1,296,886 100 %
(1) Mortgage warehouse loans represented participations in large lines of credit used to fund single family residential mortgages. During 2017, the Company made a strategic decision to discontinue these participations.
As of December 31,
2021
2020
2019
Amount
% of
Loans
Amount
% of
Loans
Amount
% of
Loans
(Dollars in thousands)
Commercial
$
1,401,681
33
%
$
1,338,757
30
%
$
1,356,817
35
%
Energy
278,860
7
345,233
8
408,573
11
Commercial real estate
1,281,095
30
1,179,534
26
1,024,041
27
Construction and land development
578,758
14
563,144
13
628,418
16
Residential and multifamily real estate
600,816
14
680,932
15
398,695
10
PPP
64,805
1
292,230
7
—
—
Consumer
63,605
1
55,270
1
45,163
1
Gross loans
4,269,620
4,455,100
3,861,707
Less: unearned income
13,407
13,203
9,463
Gross loans (net of unearned income)
$
4,256,213
100
%
$
4,441,897
100
%
$
3,852,244
100
%
For a discussiondescription of the Company’s loan segments refer to the “Loan Portfolio
Segments” section within
Note 4: Loan and Allowance
for Loan Losses
within the Notes to the Consolidated Financial Statements.
cfb10k2021p45i1.gif
cfb10k2021p45i0.gif
45
Real Estate Loans
Our real estate portfolio is comprised of construction and development
loans, 1-4residential family and multifamily loans and commercial
real estate loans. A breakdown of our commercial real estate portfolio by type and by geography (based upon location of collateral) as of December 31,
2021
and 2020 and 2019 is presented below:
cfb-20201231_g7.jpg(1)
Fiscal Year 2020 percentage rates were updated to ensure comparability between the two periods. The updated percentages
include
all real estate loans.
(1)
Fiscal Year 2020 percentage rates were updated to ensure comparability between the two periods. The updated
percentages include
all real estate loans.
cfb-20201231_g8.jpg46
Commercial Loans
The Company provides a mix of variable- and fixed-rate commercial
loans across various industries. We extend commercial loans on
an unsecured and secured basis. Unsecured commercial loan balances
totaled $142 $126 million as of December 31, 2020 or 3% of the total loan portfolio.portfolio as of
December 31, 2021.
A breakdown of the Company’s commercial loan portfolio as of December 31, 2020 2021
and 20192020 by industry is provided below:
cfb-20201231_g9.jpg(1)
Fiscal Year 2020 percentage rates were updated to ensure comparability between the two periods. The updated percentages
represent
reclassifications based on two digit North American Industry Classification System codes.
52
47
The following table shows the contractual maturities of our gross loans and
sensitivity to interest rate changes:
As of December 31, 2020
Due after one year
Due in one year or lessthrough five yearsDue after five years
FixedAdjustableFixedAdjustableFixedAdjustable
RateRateRateRateRateRateTotal
(Dollars in thousands)
Commercial$46,976 $352,027 $273,802 $583,030 $12,949 $69,973 $1,338,757 
Energy52 246,304 487 98,390 — — 345,233 
Commercial real estate98,658 138,233 330,031 302,813 34,673 275,126 1,179,534 
Construction and land development6,095 60,335 25,637 399,265 13,887 57,925 563,144 
Residential and multifamily real estate21,109 88,689 70,936 143,644 106,488 250,066 680,932 
PPP— — 292,230 — — — 292,230 
Consumer10,653 12,373 4,883 8,729 — 18,632 55,270 
Gross loans$183,543 $897,961 $998,006 $1,535,871 $167,997 $671,722 $4,455,100 
As of December 31, 2021
Due after one year
Due after five years
Due in one year or less
through five years
through fifteen years
Due after fifteen years
Fixed
Adjustable
Fixed
Adjustable
Fixed
Adjustable
Fixed
Adjustable
Rate
Rate
Rate
Rate
Rate
Rate
Rate
Rate
Total
(Dollars in thousands)
Commercial
$
63,584
$
284,678
$
258,493
$
604,246
$
41,225
$
129,455
$
20,000
$
—
$
1,401,681
Energy
107
88,442
11,177
179,134
—
—
—
—
278,860
Commercial real estate
68,571
114,087
306,820
463,858
130,624
186,254
—
10,881
1,281,095
Construction and land development
6,914
88,760
33,509
371,370
22,194
24,003
1,866
30,142
578,758
Residential and multifamily real
estate
31,133
86,275
47,819
81,729
96,556
12,286
1,210
243,808
600,816
PPP
3,760
—
61,045
—
—
—
—
—
64,805
Consumer
19,238
15,811
2,674
3,779
—
19,750
—
2,353
63,605
Gross loans
$
193,307
$
678,053
$
721,537
$
1,704,116
$
290,599
$
371,748
$
23,076
$
287,184
$
4,269,620
48
Allowance for Loan Losses
The allowance for loan losses is an amount required to cover net loan charge-offs
plus the amount which, in the opinion of the Bank’s
management, is considered necessary to bring the balance in the allowance to, or
maintain the balance in the allowance at, a level adequate to
absorb expected loan losses in the existing loan portfolio. Management uses available
information to analyze losses on loans; however, future
additions to the allowance may be necessary based on changes in economic
conditions, the size of the loan portfolio, the composition of the
portfolio, or the performance of individual loans.
For a discussion of the evaluation of the Company’s allowance for loan losses refer
to the “Allowance for Loan Losses” section in
Note 1: Nature of Operations and Summary of Significant Accounting Policies
within the Notes to the Consolidated Financial Statements.
53
Table of Contents
The following table provides an analysis ofFor information regarding the activity in our allowance Company’s charge-offs and recoveries
for the periods indicated:years ended December 31, 2021, 2020, and 2019, refer to
For the Period Ended December 31,
20202019201820172016
(Dollars in thousands)
Beginning balance$56,896 $37,826 $26,091 $20,786 $15,526 
Provision for loan losses56,700 29,900 13,500 12,000 6,500 
Charge-offs:
Commercial(31,205)(7,954)(976)(5,822)(1,078)
Energy(5,091)(3,000)(1,256)(1,090)— 
Commercial real estate(1,584)(441)— — — 
Construction and land development— — — — — 
Residential and multifamily real estate(445)(8)— — (13)
Mortgage warehouse— — — — — 
PPP— — — — — 
Consumer(104)(20)(71)(108)(177)
Total charge-offs(38,429)(11,423)(2,303)(7,020)(1,268)
Recoveries:
Commercial75 15 462 301 — 
Energy— 576 75 — — 
Commercial real estate— — — — — 
Construction and land development— — — — — 
Residential and multifamily real estate41 — — — 18 
Mortgage warehouse— — — — — 
PPP— — — — — 
Consumer12 2 1 24 10 
Total recoveries128 593 538 325 28 
Net charge-offs(38,301)(10,830)(1,765)(6,695)(1,240)
Balance at end of period$75,295 $56,896 $37,826 $26,091 $20,786 
“Note 4: Loans and Allowance for Loan Losses” within the Notes to the Consolidated Financial Statements.
Prior to 2020, loans risk rated substandard or lower were considered impaired
and evaluated on an individual basis. For the year years
ended December 31, 2019,2020 and 2021, loans risk rated substandard, on accrual
and not a TDR, were evaluated collectively. The change in
approach provided a better estimate of potential losses inherent in the changessubstandard
portfolio.
The December 31, 2021 ALLL decreased $17 million or 22% from the prior year. The year-over-year change in the ALLL werewas the
result of $13 million of net charge-offs and $4 million release of reserves. The Company
upgraded approximately $380 million of loans
during the period ended December 31, 2021 and downgraded approximately
$122 million of loans during the same period. Risk rating
changes resulted in a $10 million reduction in the required reserve for 2021.
The December 31, 2020 ALLL increased $18 million or 32% from the prior year. The year-over-year change in the ALLL was the
result of $38 million of net charge-offs offset by a $57 million increase in our
provision. The Company downgraded approximately
$843 million of loans between December 31, 2019 and 2020. Downgrades primarily attributable
resulted from the COVID-19 pandemic, lower economic
activity and lower oil and gas prices. In addition, substandard, accruing loans not
considered a TDR totaled $187 million at December 31,
2020 compared to our loan growth.$40 million at December 31, 2019.
The December 31, 2019 ALLL increased $19 million or 50% from the prior year. The year-over-year change in the allowance was the
result of a $791 million increase in gross loans, net of unearned income that increased
the required reserve by approximately $9 million. In
addition, the allowance included a $13 million increase in the reserve associated
with our impaired loans that was primarily the result of one
nonperforming commercial loan relationship in which the borrower’s
business and the value of the underlying collateral continued to
deteriorate in the fourth quarter of 2019. The increase was partially offset by a decline in the energy
portfolio’s qualitative loss factors due to
stabilized oil prices and the current stage of the business cycle that resulted in a $3
million decline in the required reserve.
A discussion regardingGrade Migration
Loan categories significantly impacted by grade changes to the December 31, 2020 ALLL is providedare discussed below.
Energy
54
Table of Contents
Charge-offs and Recoveries
The below table provides the ratio of net charge-offs during the period to average loans outstanding based on our loan categories:
For the Period Ended December 31,
20202019201820172016
Commercial2.04 %0.64 %0.06 %1.04 %0.29 %
Energy1.34 %0.64 %0.43 %0.55 %— %
Commercial real estate0.14 %0.05 %— %— %— %
Construction and land development— %— %— %— %— %
Residential and multifamily real estate0.07 %— %— %— %(0.01)%
Mortgage warehouse— %— %— %— %— %
PPP— %— %— %— %— %
Consumer0.22 %0.04 %0.17 %0.29 %0.91 %
Total net charge-offs to average loans0.89 %0.31 %0.07 %0.44 %0.11 %
For the year ended December 31, 2020, charge-offs included: (i) $19– Approximately $119 million related to a commercial loan that deteriorated and was substantially reserved for during 2019 that required a $2 million increase to the 2020 provision, (ii) $6 million related to a large commercial loan restructured in 2020 that required a $5 million increase to the 2020 provision, (iii) $6 million related to several, smaller commercial loans that required a $5 million increase to the 2020 provision, (iv) $5 million related to threeof energy loans that were classified or listed as special mention in 2019 and requiredhad a $4 million increase to the 2020 provision, and (iv) a $2 million charge-off related to a commercial real estate loan impacted by the COVID-19 pandemic that required a $1 million increase to the 2020 provision.
Charge-offsrisk rating upgrade for the year ended December 31, 2019 included $8 million related to two commercial loans. The commercial loans were partially charged-off.2021. In addition, one
the energy credit accounted for $3portfolio decreased by $66 million in charge-offs during 2019.2021. These changes were
the result of higher oil prices and overall market condition
Provisionimprovements. The improvements above resulted in an $9 million reduction in
the required reserve for 2021.
There are significant uncertainties regarding the ultimate effects of the COVID-19 pandemic. Depending upon the extent and duration of the future impact of the COVID-19 pandemic, we may need to make additional increases to our provision for loan losses in future periods. To the extent the pandemic continues to cause a recession or decrease economic activity for an extended time period, we expect our business and operations will be negatively impacted. Customers may seek additional loan modifications or restructuring or we may experience adverse movement in risk classifications, any of which could potentially result in the need to increase provisions and impact the ALLL. The December 31, 2020 provision increased primarily due to the reasons discussed below.
Substandard, Accruing Loans:
Prior to 2020, loans risk rated substandard or lower were considered impaired and evaluated on an individual basis. For the year ended December 31, 2020, loans risk rated substandard, on accrual and not a TDR, were evaluated collectively. The change in approach provided a better estimate of potential losses inherent in the substandard portfolio. Substandard, accruing loans not considered a TDR totaled $187 million at December 31, 2020 compared to $40 million at December 31, 2019. Substandard, accruing loans are discussed in additional detail below.
Grade Migration:
The Company downgraded approximately $843 million of loans between December 31, 2019 and 2020. Downgrades primarily resulted from the COVID-19 pandemic, lower economic activity and lower oil and gas prices. Loan categories significantly impacted by downgrades are discussed below.
Energy - The increase in supply realized during the first quarter of 2020 and decrease
in demand for oil and natural gas created by the COVID-19COVID-
19 pandemic placed considerable pricing volatility and uncertainty
in the market.market for the year ended December 31, 2020. As a result, $254
million of energy loans were downgraded, including $83 million downgraded
to substandard and accruing in 2020. The downgrades
increased the December 31, 2020 ALLL by approximately $11 million, including $8 million related to loans downgraded to substandard and accruing.
accruing.
Commercial Real Estate (“CRE”)
- The improved market conditions in 2021
positively impacted our CRE borrowers. During the
year-ended December 31, 2021, approximately $150 million
of CRE loans were upgraded and approximately $95 million were downgrade
d.
The upgrades decreased the ALLL by approximately $5 million for 2021. The improved credit quality of the CRE portfolio was offset by
loan growth driven by strong originations and customer drawdowns on
lines of credit that increased the ALLL by approximately $3 million.
The decline in economic activity in 2020 impacted our CRE borrowers. During the
year ended December 31, 2020, the Company
downgraded $336 million of CRE loans, including $196 million downgraded
to watch, within our pass rated loan category, and $58 million
downgraded to substandard and accruing. The downgrades increased the December
31, 2020 ALLL by approximately $8 million, including $6
$6 million related to loans downgraded to substandard and accruing.
55
49
Commercial
- The increase in economic activity in 2021 compared to 2020 improved demand
for our borrowers’ products and
services. As a result, approximately $110 million of commercial loans were upgraded,
partially offset by $21 million that were downgraded.
The improved credit quality reduced the ALLL by $2 million, partially offset by commercial loan growth that increased the ALLL.
Commercial - The decline in economic activity in 2020 significantly impacted supply and
demand for our borrowers’ products and services. As a
result, $232 million of commercial loans were downgraded, including $56
$56 million of loans listed as substandard and accruing. The
downgrades increased the ALLL by approximately $6 million from December 31, 2019 to December 31, 2020.
Charge-offs and Recoveries
The below table provides the ratio of net charge-offs (recoveries) during
the period to average loans outstanding based on our loan
categories:
For the Period Ended December 31,
2021
2020
2019
Commercial
0.96
%
2.04
%
0.64
%
Energy
0.32
1.34
0.64
Commercial real estate
—
0.14
0.05
Construction and land development
—
—
—
Residential and multifamily real estate
(0.06)
0.07
—
PPP
—
—
—
Consumer
(0.01)
0.22
0.04
Total net charge-offs to average loans
0.30
%
0.89
%
0.31
%
For the year ended December 31, 2021, charge-offs primarily related
to three commercial borrowers that were unable to support their
debt obligations and one energy loan. The energy charge-off related to the sale of collateral
from a borrower that filed for bankruptcy in a
previous year. Recoveries totaled $703 thousand as of December 31, 2021
and were primarily related to a commercial loan and a residential
real estate loan that were previously charged-off in 2020.
For the year ended December 31, 2020, charge-offs included: (i) $19 million
related to a commercial loan that deteriorated and was
substantially reserved for during 2019 that required a $2 million increase to
the 2020 provision, (ii) $6 million related to a large commercial
loan restructured in 2020 that required a $5 million increase to the 2020 provision,
(iii) $6 million related to several, smaller commercial
loans that required a $5 million increase to the 2020 provision, (iv) $5 million
related to three energy loans that were classified or listed as
special mention in 2019 and required a $4 million increase to the 2020 provision,
and (iv) a $2 million charge-off related to a commercial
real estate loan impacted by the COVID-19 pandemic that required
a $1 million increase to the 2020 provision.
Charge-offs for the year ended December 31, 2019 included $8 million
related to two commercial loans. The commercial loans were
partially charged-off. In addition, one energy credit accounted for $3
million in charge-offs during 2019.
Impaired Loans and Other Factors:Factors
For the year ended December 31, 2021, the impaired loan portfolio
decreased $65 million compared to December 31, 2020. The
reserve on the impaired loan portfolio decreased $4 million driven by
paydowns and risk rating upgrades. Changes in qualitative and
quantitative rates on pass rated loans decreased the ALLL by $1 million due to improved general economic conditions offset by balance
increases on pass rated loans that increased the ALLL by $5 million.
For the year ended December 31, 2020, the impaired loan portfolio increased
the ALLL by $7 million after taking out the impact of
the charge-offs mentioned above. Changes in qualitative and quantitative
rates on pass rated loans increased the ALLL by $6 million
primarily due to an increase in 2020 charge-offs that impacted the historical charge-offcharge
-off ratios and declines in economic activity offset by
balance reductions on pass rated loans that decreased the ALLL by $4 million.
50
While no portion of our allowance for loan losses is in any way restricted to any individual
loan or group of loans and the entire
allowance is available to absorb losses from any and all loans, the following
tables represent management’s allocation of our allowance to
specific loan categories for the periods indicated:
For the Period Ended December 31,
20202019201820172016
$%$%$%$%$%
(Dollars in thousands)
Commercial$24,693 33 %$35,864 63 %$16,584 43 %$11,378 43 %$9,315 45 %
Energy18,341 24 6,565 12 10,262 27 7,726 30 6,053 29 
Commercial real estate22,354 29 8,085 14 6,755 18 4,668 18 3,755 18 
Construction and land development3,612 5 3,516 6 2,475 7 1,200 5 661 3 
Residential and multifamily real estate5,842 8 2,546 4 1,464 4 905 3 851 4 
Mortgage warehouse— — — — — — — — — — 
PPP— — — — — — — — — — 
Consumer453 1 320 1 286 1 214 1 151 1 
Total allowance for loan losses$75,295 100 %$56,896 100 %$37,826 100 %$26,091 100 %$20,786 100 %
For the Period Ended December 31,
2021
2020
2019
$
%
$
%
$
%
(Dollars in thousands)
Commercial
$
20,352
35
%
$
24,693
33
%
$
35,864
63
%
Energy
9,229
16
18,341
24
6,565
12
Commercial real estate
19,119
33
22,354
29
8,085
14
Construction and land development
3,749
6
3,612
5
3,516
6
Residential and multifamily real estate
5,598
9
5,842
8
2,546
4
PPP
—
—
—
—
—
—
Consumer
328
1
453
1
320
1
Total allowance for loan losses
$
58,375
100
%
$
75,295
100
%
$
56,896
100
%
Nonperforming Assets
Nonperforming assets consist of nonperforming loans, foreclosed assets held
for sale and impaired securities. Nonperforming loans
include nonaccrual loans, loans past due 90 days or more and still accruing
interest and loans modified under TDR that are not performing in
accordance with their modified terms. For information regarding nonperforming
loans and related accounting policies refer to the “Nonperforming
“Nonperforming Loans” section within
Note 1: Nature of Operations and Summary of Significant Accounting Policies
within the Notes to the
Consolidated Financial Statements. For a breakout of the loan portfolio's nonaccrual
loans refer to “Nonaccrual loans” within
Note 4: Loans
and Allowance for Loan Losses
. For information on TDRs, refer to “Troubled Debt Restructurings” section in
Note 4: Loans and Allowance
for Loan Losses
within the Notes to the Consolidated Financial Statements.
At December 31, 2021, nonperforming assets decreased $46 million or 58%
from December 31, 2020 due primarily to upgrades and
pay offs in the commercial and energy portfolios. As of December 31, 2021, 49% of nonperforming assets related to energy
credits
that were
significantly impacted by lower oil prices over the past few years.
At December 31, 2020, nonperforming assets increased $31 million or
64% from 2019. $60 million of loans became nonperforming in
2020, offset by a $19 million charge-off in 2020 on a nonperforming loan with
a balance of $21 million at December 31, 2019 and pay
downs of $6 million related to December 31, 2019 nonperforming loans. A number of nonperforming loans were significantly impacted by
the COVID-19 pandemic. Nonperforming loans included businesses in the following
industries: (i) hotel, (ii) senior housing, and a few
commercial credits. As of December 31, 2020, 34% of the nonperforming asset balance related to energy credits caused
by volatility in the
oil and natural gas market.
At December 31, 2019, nonperforming assets increased $30 million or
169% from 2018. During 2019, a commercial loan relationship
with an outstanding balance of $30 million was restructured as a TDR due to financial
problems. By December 31, 2019, the commercial
TDR was in default of the modified terms as the borrower’s business and the value of
the underlying collateral continued to deteriorate. This $30
$30 million loan relationship was the primary reason for the increase in nonperforming
assets and the increase in the ALLL to period end
nonperforming loans.
During the year ended December 31, 2019, the Company foreclosed
on $4 million of assets, including land and industrial assets.
These assets related to one commercial loan and one commercial real estate loan. During the
year ended December 31, 2020, these assets
were written-down by $1 million and the industrial facilities were sold. In
addition, the Company foreclosed on a commercial real estate
building valued at $1 million. For information regarding the foreclosed
assets held-for-sale refer to
Note 8: Foreclosed Assets
within the
Notes to the Consolidated Financial Statements.
56
51
The following table presents the Company’s nonperforming assets for the dates indicated:
For the Period Ended December 31,
20202019201820172016
(Dollars in thousands)
Nonaccrual loans$75,051 $39,675 $17,818 $5,417 $4,215 
Loans past due 90 days or more and still accruing1,024 4,591 — — — 
Total nonperforming loans76,075 44,266 17,818 5,417 4,215 
Foreclosed assets held-for-sale2,347 3,619 — — 61 
Total nonperforming assets$78,422 $47,885 $17,818 $5,417 $4,276 
ALLL to total loans1.70 %1.48 %1.23 %1.30 %1.60 %
ALLL to nonaccrual loans100.33 143.41 212.30 481.68 493.14 
ALLL to nonperforming loans98.98 128.54 212.30 481.68 493.14 
Nonaccrual loans to total loans1.69 1.03 0.58 0.27 0.33 
Nonperforming loans to total loans1.71 1.15 0.58 0.27 0.33 
Nonperforming assets to total assets1.39 %0.97 %0.43 %0.18 %0.20 %
For the Period Ended December 31,
2021
2020
2019
(Dollars in thousands)
Nonaccrual loans
$
31,432
$
75,051
$
39,675
Loans past due 90 days or more and still accruing
90
1,024
4,591
Total nonperforming loans
31,522
76,075
44,266
Foreclosed assets held-for-sale
1,148
2,347
3,619
Total nonperforming assets
$
32,670
$
78,422
$
47,885
ALLL to total loans
1.37
%
1.70
%
1.48
%
ALLL to nonaccrual loans
185.72
100.33
143.41
ALLL to nonperforming loans
185.19
98.98
128.54
Nonaccrual loans to total loans
0.74
1.69
1.03
Nonperforming loans to total loans
0.74
1.71
1.15
Nonperforming assets to total assets
0.58
%
1.39
%
0.97
%
During the year ended December 31, 2020, $12021, $2 million of interest income
was recognized related to the $75$31 million in nonaccrual loans
above. If the loans had been current in accordance with their original
terms and had been outstanding through the period or since inception,
the gross interest income that would have been recorded for the year
ended December 31, 20202021 would have been $2$3 million.
During the year ended December 31, 2019,2020, $1 million of interest income
was recognized related to the $40$75 million in nonaccrual loans
above. If the loans had been current in accordance with their original
terms and had been outstanding throughoutthrough the period or since inception,
the gross interest income that would have been recorded for the year
ended December 31, 20192020 would have been approximately $3$2 million.
Other Asset Quality Metrics
Other asset quality metrics management reviews include loans past due
30 - 89 days and classified loans. The Company defines
classified loans as loans categorized as substandard - performing, substandard
- nonperforming, doubtful or loss. For the definitions of
substandard, doubtful and loss, refer to the “Loans by Risk Rating” section within
Note 4: Loan and Allowance for Loan Losses
in the Notes
to the Consolidated Financial Statements.
The increasedecrease in the balance of December 31, 20202021 loans past due between 30
and 89 days was driven by a commercialimproved market conditions
and improved credit quality metrics during 2021 as classified assets decreased
$209 million and the ratio of allowance for loan losses to total
loans decreased to 1.37%
from 1.70%
in the prior year. The improvements in credit metrics were primarily driven by upgrades in
COVID-19
impacted segments and a commercial real estate loan. The commercial loan matured during the fourth quarter of 2020. energy portfolio.
The Company is working with the borrower to renew the loan. The commercial real estate loan is in the hotel industry, which has been impacted by the COVID-19 pandemic.
During the year ended December 31, 2020, the Company continually analyzed analyzes economic and other factors including
the impact of the COVID-19 pandemic and reductionchanges in oil
and gas prices. prices among other considerations.
Our discussion regarding grade migration is provided within the “provision” “allowance
for loan losses”
section above.
57
cfb10k2021p52i0.gif
52
$702
$662
$739
$655
$746
3.85%
3.62%
3.35%
3.05%
2.90%
2017
2018
2019
2020
2021
Investment Portfolio ($M)
Total debt securities
Yield on securities (FTE)
The following table summarizes our loans past due 30 - 89 days, classified assets and
related ratios:
For the Period Ended December 31,
20202019201820172016
(Dollars in thousands)
Loan Past Due Detail
30 - 59 days past due$10,137 $6,292 $3,062 $2,582 $4,716 
60 - 89 days past due7,941 530 619 15,348 — 
Total 30 - 89 days past due$18,078 $6,822 $3,681 $17,930 $4,716 
Loans 30 - 89 days past due / gross loans0.41 %0.18 %0.12 %0.90 %0.36 %
Classified Loans
Substandard - performing$211,008 $47,221 $79,542 $36,091 $40,359 
Substandard - nonperforming70,734 34,192 16,705 4,192 4,215 
Doubtful4,315 5,483 5,197 1,224 — 
Loss— — — — — 
Total classified loans286,057 86,896 101,444 41,507 44,574 
Foreclosed assets held for sale2,347 3,619 — — 61 
Total classified assets$288,404 $90,515 $101,444 $41,507 $44,635 
Classified loans / (total capital + ALLL)40.9 %13.2 %19.2 %13.3 %18.9 %
Classified assets / (total capital + ALLL)41.2 %13.7 %19.2 %13.3 %18.9 %
ALLL to total loans1.70 %1.48 %1.23 %1.30 %1.60 %
Net charge-offs to average loans0.89 %0.31 %0.07 %0.44 %0.11 %
For the Period Ended December 31,
2021
2020
2019
(Dollars in thousands)
Loan Past Due Detail
30 - 59 days past due
$
1,671
$
10,137
$
6,292
60 - 89 days past due
1,858
7,941
530
Total 30 - 89 days past due
$
3,529
$
18,078
$
6,822
Loans 30 - 89 days past due / gross loans
0.08
%
0.41
%
0.18
%
Classified Loans
Substandard - performing
$
47,275
$
211,008
$
47,221
Substandard - nonperforming
28,879
70,734
34,192
Doubtful
2,554
4,315
5,483
Loss
—
—
—
Total classified loans
78,708
286,057
86,896
Foreclosed assets held for sale
1,148
2,347
3,619
Total classified assets
$
79,856
$
288,404
$
90,515
Classified loans / (total capital + ALLL)
10.8
%
40.9
%
13.2
%
Classified assets / (total capital + ALLL)
11.0
%
41.2
%
13.7
%
ALLL to total loans
1.37
%
1.70
%
1.48
%
Net charge-offs to average loans
0.30
%
0.89
%
0.31
%
Investment Portfolio
cfb-20201231_g10.jpg
Our investment portfolio is governed by our investment policy that sets our
objectives, limits and liquidity requirements among other
items. The portfolio is maintained to serve as a contingent, on-balance sheet source
of liquidity. The objective of our investment portfolio is
to optimize earnings, manage credit risk, ensure adequate liquidity, manage
interest rate risk, meet pledging requirements and meet
regulatory capital requirements. Our investment portfolio is generally
comprised of government sponsored entity securities and U.S. state
and political subdivision securities with limits set on all types of securities.
At the date of purchase, all debt securities are classified as available-for-sale securities.
Since interest rates move in cycles, having an
available-for-sale portfolio allows management to: (i) protect against additional
unrealized market valuation losses; (ii) provide more
liquidity as rates rise, which often coincides with increasing loan demand
and slower deposit growth; and (iii) generate more money to
58
Table of Contents
reinvest when rates are higher giving the institution an opportunity to lock in
higher yields. In the event the available-for-sale portfolio
53
becomes too large given the constraints set in the policy, investments may be classified
as held-to-maturity. Held-to-maturity classification
will only be used if we have the intent and ability to hold the investment to
its maturity.
At December 31, 2020,2021, available-for-sale debt securities decreased $85 increased $91
million or 11% from14% from the prior year. year-end. During 2021, the
Company purchased $117 million of tax-exempt municipal securities and $108
million of mortgage-backed securities primarily to utilize
liquidity and increase the Company’s interest-earning assets.
As part of management’s investment strategy during 2020, the Company
chose not to replace all of the cash flows associated with
mortgage-backed security prepayments and realizerealized gains from
selling securities that were adversely impacted by the COVID-19 pandemic
or at risk of possible downgrades. Securities showing signs of credit stress, faster
prepayments and low reinvestment yield options were
analyzed to ensure adequate levels of risk were maintained within the portfolio. As of December 31, 2020, the securities portfolio had $39 million in unrealized gains.
During the year ended December 31, 2020, the Company acquired an $11 million privately-held, equity security as part of a loan restructuring. Refer to the “Equity Securities” section in Note 3: Securities within the Notes to the Consolidated Financial Statements for additional information.
During 2019, the investment portfolio increased to manage our liquidity
position. In 2018, the investment portfolio declined from the
prior year as we moved liquid assets to support higher yielding assets. Prior to fiscal year
2018, we purchased securities of states of the U.S.
and political subdivisions as part of our tax and liquidity strategies.
For information related to the book value and fair value of our available-for-sale debtavailable
-for-sale securities at December 31, 20202021 and 20192020 refer to the “Available-for-Sale
“Available-for-Sale Securities” segment in
Note 3: Securities
within the Notes to the Consolidated Financial Statements. For information
related to the investment maturity schedule and weighted average yield for
each range of maturities refer to the “Maturity Schedule” segment
in
Note 3: Securities
within the Notes to the Consolidated Financial Statements.
Bank-Owned Life Insurance (“BOLI”)
The Company maintains investments in BOLI policies to help control employee
benefit costs, as a protection against loss of certain
employees and as a tax planning strategy. The increase in yield in 2021 was primarily due to the Company
recognizing $2 million in tax-free
death benefits from a bank-owned life insurance policy. The decline in yield between
December 31, 2019 and December 31, 2020 is was
attributable to the insurance carrier’s underlying investments and operating
costs that decreased overall income on the underlying asset. Yield declined between 2017 and 2018 as a result of the 2017 Tax Act, which lowered the tax rate for corporations.
The following table provides the balance of BOLI income earned and tax-equivalent
yield for the periods indicated:
As of or For the Year Ended December 31,
20202019201820172016
(Dollars in thousands)
Ending balance$67,498 $65,689 $63,811 $61,842 $35,390 
Income earned$1,809 $1,878 $1,969 $1,452 $390 
Tax-equivalent yield(1)
3.4 %3.6 %3.9 %4.6 %4.7 %
(1) Tax exempt income is calculated on a tax-equivalent basis. BOLI income is exempt from federal and state taxes. The incremental tax rate used is 24.7% between 2018 and 2020 and 35% in 2016 and 2017.
As of or For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Ending balance
$
67,498
$
67,498
$
65,689
Income earned
$
3,483
$
1,809
$
1,878
Tax-equivalent yield
(1)
6.4
%
3.4
%
3.6
%
(1)
Tax exempt income is calculated on a tax-equivalent basis. BOLI income is exempt from federal and state taxes. The incremental tax rate used is 24.7%
between 2019 and 2021.
Deposits
Deposits come through our markets as well as through participation in
certain onlinewholesale programs. The Company offers a variety of
deposit products including noninterest-bearingnon-interest-bearing demand deposits and interest-bearing
deposits that include transaction accounts (including
NOW accounts), savings accounts, money market accounts, and certificates of deposit. The Bank also
acquires brokered deposits, internet
subscription certificates of deposit, and reciprocal deposits through
the Intrafi Network. The reciprocal deposits include both the Certificate
of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) program. The Company is a member of
the Intrafi
Network which effectively allows depositors to receive FDIC insurance on
amounts greater than the FDIC insurance limit, which is currently $250
$250 thousand. The Intrafi Network allows institutions to break large deposits into smaller amounts
and place them in a network of other
Intrafi Network institutions to ensure full FDIC insurance is gained on the entire deposit.
Our asset growth required us to place a greater emphasis on both interest
cfb10k2021p54i0.gif
54
$2,303
$3,208
$3,924
$4,695
$4,684
0.99%
1.44%
1.89%
0.85%
0.40%
2017
2018
2019
2020
2021
Total Deposits ($M) and noninterest-bearing deposits. Cost of Deposits
Total deposits
Cost of deposits
Deposit accounts are added by loan cross-selling, client referrals and involvement
within our community.
59
cfb-20201231_g11.jpg
At December 31, 2021, deposits decreased $11 million or less than 1% from
the prior year-end. Non-interest-bearing deposits
increased $445 million or 62% from December 31, 2020 to December
31, 2021. The increase in non-interest-bearing deposits was driven by
approximately $350 million of increased deposits from current customers
and approximately $363 million from new deposit relationships,
offset by deposit withdrawals.
At December 31, 2021, non-interest-bearing deposits represented 25%
of total deposits. Savings and money
market deposits increased $205 million as of December 31, 2021
as a result of both new deposit relationships and increased deposits from
current customers. Transaction deposits and time deposits decreased by $242 million
and $419 million, respectively. The significant decrease
in time deposits resulted from the low interest rate environment. Approximately $794 million of time deposits matured
in 2021, offset by
$394 million of new and renewed time deposits. As a result of the change in deposit mix and reduction of deposit interest rates, the
Company
improved the overall cost of deposits, which declined 45 basis points compared
to December 31, 2020.
During 2020, deposits grew $771 million or 20% from the prior year. Deposit growth
was driven by demand in our ICS deposit
product that increased $516 million from the prior year. The ICS product provided customers
with the ability to manage their cash flow
during the COVID-19 pandemic while providing insurance. In addition,
our interest-bearing checking accounts saw higher demand due to
PPP loan fundings. Year-over-year,Compared to 2019, time deposits declined by $196 million or 16% and money
market deposits declined by $52 million as
customers moved into more attractive products.
During 2019, deposits grew $716 million or 22% from the prior year. Transaction deposits increased from the prior year due to the offering
55
The following table sets forth deposit balances by certain categories as of
the dates indicated and the percentage of each deposit category to total deposits:
As of December 31,
20202019201820172016
Amount%Amount%Amount%Amount%Amount%
(Dollars in thousands)
Noninterest-bearing deposits$718,45915 %$521,82613 %$484,28415 %$290,90613 %$198,08812 %
Transaction deposits778,12417 259,4357 82,5933 51,7882 40,6192 
Savings and money market deposits2,154,67546 1,902,75248 1,631,54351 1,209,09252 940,85456 
Time deposits(1)
1,043,48222 1,239,74632 1,009,67731 751,57833 514,74030 
Total deposits$4,694,740100 %$3,923,759100 %$3,208,097100 %$2,303,364100 %$1,694,301100 %
Total uninsured deposits(2)
$2,223,586$1,873,794$1,544,531$905,461$598,629
(1) Includes $188 million, $392 million, $343 million, $240 million and $135 million of brokered deposits, representing 18%, 32%, 34%, 32% and 26% of time deposits for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.
(2) Based on estimated amounts of uninsured deposits and are based on the same methodologies and assumptions used for the bank’s regulatory reporting requirements.
As of December 31,

2021
2020
2019
60Amount
%
Amount
%
Includes $91 million, $188 million and $392 million of Contentsbrokered deposits, representing
15%, 18% and 32% of time deposits for the years ended December
31, 2021, 2020 and
2019, respectively.
(2)
Based on estimated amounts of uninsured deposits and are based on the
same methodologies and assumptions used for the Bank’s regulatory reporting
requirements.
The following table sets forth the maturity of time deposits as of December
31, 2020:2021:
As of December 31, 2020
Three Months or LessThree to Six MonthsSix to Twelve MonthsAfter Twelve MonthsTotal
(Dollars in thousands)
Time deposits in excess of FDIC insurance limit$97,854 $111,596 $73,258 $44,680 $327,388 
Time deposits below FDIC insurance limit215,965 201,840 167,414 130,875 716,094 
Total time deposits$313,819 $313,436 $240,672 $175,555 $1,043,482 
As of December 31, 2021
Three Months or Less
Three to Six Months
Six to Twelve Months
After Twelve Months
Total
(Dollars in thousands)
Time deposits in excess of FDIC insurance limit
$
70,936
$
23,688
$
117,376
$
18,066
$
230,066
Time deposits below FDIC insurance limit
105,591
74,352
146,266
68,112
394,321
Total time deposits
$
176,527
$
98,040
$
263,642
$
86,178
$
624,387
As of December 31, 2021, the Company had approximately $2.4
billion of uninsured deposits, which is an estimated amount based on the same methodologies
and assumptions
used for the Bank’s regulatory requirements. The Company believes that its current
capital ratios and liquidity are sufficient to mitigate the risks of uninsured
deposits.
Other Borrowed Funds
Since it may not be possible to achieve the institution’s overall funding needs
through core deposit funding, other borrowings may be used to support asset growth.
Management
has a funds management policy and committee, which supports the use of
other borrowings. The risks associated with other borrowings are addressed in the same
fashion as other balance
sheet risks incurred by the Bank. Credit risk, interest rate risk, concentration risk,
capital adequacy and liquidity are measured for the balance sheet as a whole, including
any wholesale
funding strategies that have been implemented or are expected to be
implemented.
56
The following table sets forth the amounts outstanding and weighted
average interest rate of our borrowings as of the dates indicated:
As of December 31,
202020192018
AmountWeighted Average Interest RateAmountWeighted Average Interest RateAmountWeighted Average Interest Rate
(Dollars in thousands)
Repurchase agreements$2,306 0.15 %$14,921 1.00 %$75,406 1.54 %
Federal funds purchased— — — — — — 
FHLB borrowings(1)
293,100 1.78 358,743 1.84 312,985 1.89 
Trust preferred securities(2)
963 1.96 921 3.63 884 4.53 
Total other borrowings$296,369 1.77 %$374,585 1.81 %$389,275 1.83 %
(1) Includes FHLB advances and FHLB line of credit.
(2) The difference between the interest rate above and the interest rate in the table below is due to the Company assuming a liability with a fair value of $1 million related to the assumption of trust preferred securities issued by Leawood Bancshares Statutory Trust I for $4 million on September 30, 2005. In 2012, the Company settled litigation related to the trust preferred securities which decreased the principal balance by $2 million and the recorded balance by approximately $400 thousand. The difference between the recorded amount and the contract value of $3 million is being accreted to the maturity date in 2035.
As of December 31,
2021
2020
2019
Amount
Weighted Average
Interest Rate
Amount
Weighted Average
Interest Rate
Amount
Weighted Average
Interest Rate
(Dollars in thousands)
Repurchase agreements
$
—
—
%
$
2,306
0.15
%
$
14,921
1.00
%
FHLB borrowings
(1)
236,600
1.92
293,100
1.78
358,743
1.84
Trust preferred securities
(2)
1,009
1.94
963
1.96
921
3.63
Total other borrowings
$
237,609
1.92
%
$
296,369
1.77
%
$
374,585
1.81
%
(1)
Includes FHLB advances and FHLB line of credit.
(2)
The difference between the interest rate above and the interest rate in the table below is due to the Company assuming a liability with a fair value of $1 million related to the assumption of trust
preferred securities issued by Leawood Bancshares Statutory Trust I for $4 million on September 30, 2005. In 2012, the Company settled litigation related to the trust preferred securities which
decreased the principal balance by $2 million and the recorded balance by approximately $400 thousand. The difference between the recorded amount and the contract value of $3 million is being
accreted to the maturity date in 2035.
For a description and general terms of the other borrowed funds, refer
to
Note 10: Borrowing Arrangements
within the Notes to the Consolidated Financial Statements.
61
The following table sets forth the maximum amount at any month end during the
reporting period, the weighted average interest rate and the average balance of other
borrowings
during the reported period for the years indicated:
For the Year Ended December 31,
202020192018
Maximum Amount Outstanding at Any Month EndAverage AmountWeighted Average Interest RateMaximum Amount Outstanding at Any Month EndAverage AmountWeighted Average Interest RateMaximum Amount Outstanding at Any Month EndAverage AmountWeighted Average Interest Rate
(Dollars in thousands)
Repurchase agreements$57,259 $32,265 0.49 %$72,048 $43,845 1.32 %$124,765 $77,232 1.30 %
Federal funds purchased30,000 2,589 0.19 25,000 672 1.96 55,000 2,781 2.36 
Federal reserve discount window15,000 1,055 0.24 — — — — — — 
FHLB borrowings(1)
470,659 382,047 1.66 388,743 322,060 1.98 313,024 313,979 1.86 
TIB line of credit— — — — — — 10,000 1,833 5.19 
Trust preferred securities$963 939 11.34 $921 899 16.34 $884 864 11.77 
Total other borrowings$418,895 1.58 %$367,476 1.93 %$396,689 1.79 %
(1) Includes FHLB advances and FHLB line of credit.
For the Year Ended December 31,
2021
2020
2019
Maximum
Amount
Outstanding at
Any Month End
Average
Amount
Weighted
Average
Interest
Rate
Maximum
Amount
Outstanding at
Any Month End
Average
Amount
Weighted
Average
Interest
Rate
Maximum
Amount
Outstanding at
Any Month End
Average
Amount
Weighted
Average
Interest
Rate
(Dollars in thousands)
Repurchase agreements
$
6,218
$
1,821
0.15
%
$
57,259
$
32,265
0.49
%
$
72,048
$
43,845
1.32
%
Federal funds purchased
—
—
—
30,000
2,589
0.19
25,000
672
1.96
Federal reserve discount window
—
—
—
15,000
1,055
0.24
—
—
—
FHLB borrowings
(1)
293,100
277,558
2.10
470,659
382,047
1.66
388,743
322,060
1.98
Trust preferred securities
$
1,009
982
5.05
$
963
939
11.34
$
921
899
16.34
Total other borrowings
$
280,361
2.10
%
$
418,895
1.58
%
$
367,476
1.93
%
(1)
Includes FHLB advances and FHLB line of credit.
57
Liquidity and Capital Resources
Contractual Obligations and Off-Balance Sheet Arrangements
The Company is subject to contractual obligations made in the ordinary
course of business. The obligations include deposit liabilities,
other borrowed funds, and operating leases. Refer to
Note 10: Borrowing Arrangements
within the Notes to the Consolidated Financial
Statements for a listing of our December 31, 2021 significant contractual
cash obligations to third parties on debt obligations. Refer to
Note
18: Operating Leases
within the Notes to the Consolidated Financial Statements for a summary
of our contractual cash obligations to third
parties on lease obligations.
As a financial services provider, the Company is a party to various financial instruments
with off-balance sheet risks, such as
commitments to extend credit.
Off-balance sheet arrangements represent the Company’s future cash requirements.
However, a portion of
these commitments may expire without being drawn upon. Refer to
Note 21: Commitments and Credit Risk
within the Notes to the
Consolidated Financial Statements for a listing of our December 31, 2021 off-balance
sheet arrangements.
The Company’s short-term and long
-term contractual obligations, including off-balance
sheet obligations, may be satisfied through
our on-balance sheet and off-balance sheet liquidity
discussed below.
Liquidity
Liquidity is the ability to generate adequate amounts of cash from depositors,
stockholders, profits or other funding sources, to meet
our needs for cash,funding, including payments to borrowers, operational
costs, capital requirements and other strategic cash flow needs.
Our liquidity policy governs our approach to our liquidity position. The objective is to maintain
adequate, but not excessive, liquidity
to meet the daily cash flow needs of our clients while attempting to achieve
adequate earnings for our stockholders. Our liquidity position is
monitored continuously by our finance department.
Liquidity resources can be derived from two sources: (i) on-balance
sheet liquidity resources, which represent funds currently on the
balance sheet; and (ii) off-balance sheet liquidity resources, which represent
funds available from third-party sources. On-balance sheet
liquidity resources include overnight funds, short-term deposits with other
banks, available-for-sale (“AFS”) securities, and certain other
sources. Off-balance sheet liquidity resources consist of credit lines, wholesale
deposits and debt funding and certain other sources.
On-balance sheet liquidity resources can be broken down into three
sections: (i) primary liquidity resources, which represent liquid
funds that are on the balance sheet; (ii) tertiary liquidity resources, which represent
assets that can be sold into the secondary market; and (iii)
public funds, which represent deposits. Primary liquidity resources
include overnight funds plus short-term, interest-bearing deposits with
other banks and unpledged AFS securities. Tertiary liquidity resources include loans that can be sold into the secondary market or
through
participation and unpledged securities classified as held-to-maturity.
Public funds are another source of wholesale deposits as they require
collateral.
Off-balance sheet liquidity resources require sufficient collateral, in the
form of loans or securities, and have a larger, negative impact
on our capital ratios. As a result, off-balance sheet liquidity has a higher cost on our asset growth compared to deposit growth.
Off-balance
sheet liquidity exists in several forms including: (i) internet subscription
certificates of deposit; (ii) brokered deposits; (iii) borrowing
capacity; (iv) repurchase agreements; or (v) other sources.
Internet subscription certificates of deposit are deposits made through national,
wholesale certificates of deposit funding programs.
These programs are designed to provide funding outside of the Bank’s normal
market or existing client base and allow the Bank to diversify
its wholesale funding resources. This form of funding does not require collateral and generally
cannot be redeemed early. Brokered deposits
are deposits funded through various broker-dealer relationships. The market for
wholesale deposits is well developed. A key feature of this
type of funding is that it is generally unsecured and does not require collateral
for pledging.
62
Borrowing capacity refers to a form of liability-based funding. Repurchase
agreements are another source of short-term funding in
which a bank agrees to sell a security to a counterparty and repurchase the same or
an identical security from the counterparty at a specified
future date and price. Public funds are another source of wholesale deposits as they
require collateral.
Our short-term and long-term liquidity requirements are primarily met
through cash flow from operations, redeployment of prepaying
and maturing balances in our loan portfolio and security portfolio, increases
in client deposits and wholesale deposits. Other alternative
sources of funds will supplement these primary sources to the extent necessary
to meet additional liquidity requirements on either a short-termshort-
term or long-term basis.
The Consolidated Statements of Cash Flows summarize our sources
and uses of cash by type of activity for the years ended
December 31, 20202021 and 2019.2020. As of December 31, 2021, we had cash and cash equivalents of $483 million compared
to $409 million at
58
December 31, 2020. The change in cash and cash equivalents was due to an $88 million increase in
cash provided by operating activities, a
$93 million decrease in cash provided by financing activities and net
cash provided by investing activities of $79 million. During 2021,
liquid assets increased as deposit growth outpaced loan growth. Depositors increased
as customer liquidity improved through various
economic factors. In addition, the Company was able to payoff matured borrowings
without replacing them with new debt. Our portfolio of
on-balance sheet and off-balance sheet liquidity continues to exceed
the amount we estimate we would need to manage through an adverse
liquidity event.
At December 31, 2020, we had cash and cash equivalentequivalents of $409 million compared
to $187 million at December 31, 2019. The
change in cash and cash equivalents was due to an $80 million increase in cash provided
by operating activities, a $686 million increase in
cash provided by financing activities and net cash used in investing activities of $545
million. During 2020, liquid assets increased as an
indirect result of the COVID-19 pandemic. The proceeds from PPP loans increased demand deposits and the Company’s overall
liquidity as
PPP loan proceeds
waited to be disbursed. Loan growth was lower than deposit growth as customers protected
their liquid positions. In addition, the Company was able to payoff matured borrowings without replacing it with new debt. Our portfolio of on-balance sheet and off-balance sheet liquidity continues to exceed the amount we estimate we would need to manage through an adverse liquidity event.
December 31, 2019, we had cash and cash equivalents of $187 million compared to $217 million at December 31, 2018. The change in cash and cash equivalents was due to a $74 million increase in cash provided by operating activities, a $759 million increase in cash provided by financing activities and net cash used in investing activities of $862 million. To fund the $806 million increase in loans, we increased deposits by $716 million and issued stock that resulted in $58 million in cash after the payoff of our preferred stock outstanding and payment of dividends. Due to our current liquidity, the Company was able to reduce other borrowings and increase its security portfolio as well.
As of December 31, 2021, 2020, 2019, and 2018,2019, we had the following available
funding:
As of December 31,
202020192018
(Dollars in thousands)
On-balance sheet liquidity(1)
$1,046,110 $888,080 $769,491 
Off-balance sheet liquidity(2)
756,325 524,332 450,101 
Total liquidity$1,802,435 $1,412,412 $1,219,592 
On-balance sheet liquidity(1) as a percent of assets
19 %18 %19 %
Total liquidity as a percent of assets32 %29 %30 %
(1) On-balance sheet liquidity represents funds currently on the balance sheet. It consists of overnight funds, short-term deposits with other banks, available-for-sale securities, and other assets.
(2) Off-balance sheet liquidity represents funds available from third-party sources including credit lines, wholesale deposits, debt funding, and other sources
As of December 31,
2021
2020
2019
(Dollars in thousands)
On-balance sheet liquidity
(1)
$
1,224,253
$
1,046,110
$
888,080
Off-balance sheet liquidity
(2)
732,748
756,325
524,332
Total liquidity
$
1,957,001
$
1,802,435
$
1,412,412
On-balance sheet liquidity
(1)
as a percent of assets
22
%
19
%
18
%
Total liquidity as a percent of assets
35
%
32
%
29
%
(1)
On-balance sheet liquidity represents funds currently on the balance sheet. It consists of overnight funds, short-term deposits with other banks,
available-for-sale securities, and other assets.
(2)
Off-balance sheet liquidity represents funds available from third-party sources including credit lines, wholesale deposits, debt funding, and other
sources
Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain mandatory
and possibly additional discretionary actions by regulators that,
if undertaken, could have a direct material effect on the Company’s consolidated
financial statements. Refer to Item 1. Business under the “Supervision
“Supervision and Regulation” section for a detailed discussion regarding
our capital requirements.
The Company monitors our capital ratios using forecasts and stress testing. Based on
our capital ratios in 20192020 and 20202021 we were
considered well-capitalized. As of December 31, 2020,2021, the FDIC categorized the Bank as “well-capitalized” under
the prompt corrective
action framework. There have been no conditions or events since December 31, 2020
2021 that management believes would change this
classification.
Refer to
Note 13: Regulatory Matters
in the Notes to the Consolidated Financial Statements for the table that
summarizes the capital
requirements applicable to the Company and the Bank in order to be considered “well-capitalized”
“well-capitalized” from a regulatory perspective, as well as
the Company’s and the Bank’s capital ratios as of December 31, 2020 2021
and 2019.2020. The Bank exceeded all regulatory capital requirements
under Basel III and the Bank was considered to be “well-capitalized” for the periods ended
December 31, 2020 2021
and 2019.2020.
63
cfb10k2021p59i0.gif
59
$287
$490
$602
$624
$668
$8.38
$10.21
$11.58
$12.08
$13.23
2017
2018
2019
2020
2021
Stockholders' Equity ($M) and Book Value per Share
Total stockholders' equity
Book value per share
Stockholders’ Equity
Prior to our IPO in 2019, the Company’s increase in equity primarily came from
private placements. DuringFor the years ended December
31, 2020 and 2021, the Company’s equity increased primarily due
to an increase in net income and an increase inchanges to the unrealized gain on
available-for-sale debt securities as a result of the lower interest rate environment. securities.
The following graph presents total stockholders’ equity and book value per share as of the end of the periods
indicated:
cfb-20201231_g12.jpg
Changes in stockholders’ equity for the fiscal years ended December 31, 2019, 2020, and 2021 are provided in the Consolidated
Statements of Stockholders’ Equity andEquity. Additional information regarding the Company’s stock activity is provided in
Note 22: Stock Offerings
and Repurchases
within the Notes to the Consolidated Financial Statements.
Contractual Obligations
Refer to Note 10: Borrowing Arrangements within the Notes to the Consolidated Financial Statements for a listing of our December 31, 2020 significant contractual cash obligations to third parties on debt obligations. Refer to Note 18: Operating Leases within the Notes to the Consolidated Financial Statements for a summary of our contractual cash obligations to third parties on lease obligations. Contractual obligations may be satisfied through our on-balance sheet and off-balance sheet liquidity discussed above.
Off-Balance Sheet Arrangements
We are subject to off-balance sheet risk in the normal course of business to meet the needs of our clients that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. These off-balance sheet arrangements include commitments to fund loans and standby letters of credit.
Commitments to originate loans are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each client’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. The type of collateral that we obtain varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.
Lines of credit, included in commitments to fund loans, are agreements to lend to a client as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each client’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counter-party. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.
64
Table of Contents
Standby letters of credit are irrevocable conditional commitments issued by the Company to guarantee the performance of a client to a third party. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to clients. Fees for letters of credit are initially recorded by the Company as deferred revenue and are included in earnings at the termination of the respective agreements. Should the Company be obligated to perform under the standby letters of credit, the Company may seek recourse from the client for reimbursement of amounts paid.
The following is a summary of our off-balance sheet commitments outstanding as of the dates presented:
As of December 31,
20202019201820172016
(Dollars in thousands)
Commitments to fund commercial loans$714,315 $602,456 $597,534 $424,338 $215,891 
Other loan commitments808,319 884,069 767,629 730,500 355,289 
Standby letters of credit48,607 39,035 32,439 33,137 30,609 
Lease agreement— 20,935 19,054 19,054 — 
Total$1,571,241 $1,546,495 $1,416,656 $1,207,029 $601,789 

Interest Rate Sensitivity
A primary component of market risk is interest rate volatility. Managing interest rate risk is a key element of our balance
sheet
management. Interest rate risk is the risk that net interest margins will be eroded over
time due to changing market conditions. Many factors
can cause margins to erode: (i) lower loan demand; (ii) increased competition
for funds; (iii) weak pricing policies; (iv) balance sheet
mismatches; and (v) changing liquidity demands. We manage our sensitivity position
using our interest rate risk policy. The management of
interest rate risk is a three-step process and involves: (i) measuring the interest
rate risk position; (ii) policy constraints; and (iii) strategic
review and implementation.
Our exposure to interest rate risk is managed by the Bank’s Funds Management
Committee (“FMC”) in accordance with policies
approved by the Bank’s board of directors. The FMC uses a combination of three systems to measure
the balance sheet’s interest rate risk
position. Because each system serves a different purpose and provides a different
perspective, the three systems in combination are expected
to provide a better overall result than a single system alone. The three systems include:
(i) gap reports; (ii) earnings simulation; and (iii)
economic value of equity.
•
A gap report measures the repricing volume of assets and liabilities by time period. The difference between repricing assets and
repricing liabilities for a particular time period is known as the periodic repricing
gap. Using this method, it is possible to estimate
the impact on earnings of a given rate change. As a method of evaluating interest rate risk, the gap report is a reasonably
accurate
method of assessing earnings exposure. However, its reliability diminishes
as balance sheet complexity increases. Optionality and
other factors complicate the analysis.
•
An earnings simulation measures the effect of changing interest rates on net interest
income and earnings. Earnings simulation is
more detailed than gap analysis. Under this approach, the repricing characteristics
of each asset and liability instrument are
programmed into a computer simulation model. This programming allows the Bank
to refine important characteristics such as caps,
floors, and time lag. It also allows the Bank to include the impact of new business
activity in the analysis. Gap reporting only
considers the existing balance sheet position.
60
•
Economic Value of Equity (“EVE”) is a valuation approach to measuring long-term
interest rate risk exposure. This approach
considers all future time periods, which provides an advantage over earnings
simulation. However, a negative attribute of EVE is
that it assumes a sustained change in rates, which is never the case in the long-term. This seeks to compute
the financial risk of
having a duration mismatch between assets and funding.
In addition, the FMC compares the current interest rate risk position to policy limits. This procedure
is compliance oriented and results
in either a pass or fail outcome. When the balance sheet is in compliance, no further
action is necessary. In instances of noncompliance, the
FMC will develop a plan of action to correct the condition. A summary of the plan and its timing for completion will be forwarded to the
board of directors each quarter until compliance is reestablished.
The FMC also evaluates interest rate risk positioning in light of anticipated
interest rates. The purpose of this comparison is to
determine whether action steps need to be taken to modify current strategy. The results form a decision-making
input for the committee. If it
is determined that more asset sensitivity is needed, the committee will either increase
rate sensitive assets or reduce rate sensitive liabilities.
The opposite will occur if less asset sensitivity is desired.
65
Loan and deposit repricing assumptions are critical in measuring interest rate risk.
For loans, management reviews spreads and
prepayment assumptions. For deposits, management reviews beta
factors and decay assumptions. The FMC reviews and adjusts repricing
assumptions at least annually. Model assumptions are included in the output
reports and reviewed by the FMC on a periodic basis.
When evaluating balance sheet rate sensitivity, a proper analysis of total funding
is of critical importance. The funding side of the
balance sheet can be segregated into three broad categories, as follows: (i) funding
with defined maturity dates; (ii) non-maturity deposits;
and (iii) perpetual funding.
•
Funding with defined maturity dates includes certificates of deposit and
borrowed funds. The repricing analysis requires a twofold
statement of behavior for each balance sheet category. It requires a cash flow schedule
for principal and interest payments and a
repricing schedule of rate adjustments. Once the cash flow and repricing
projections are developed, the category can be analyzed for
interest rate risk exposure.
•
Non-maturity deposits tend to be a longer term, less volatile source of funds. Non-maturity
deposits have very short contractual
lives. The Bank uses historical analysis to develop its decay assumptions, but it looks at aggregate
account types rather than
individual clients. The review analyzes both non-maturity deposits as a whole and individual
deposit categories.
•
Perpetual funding is the most stable and least costly source of funding. Its main
component is equity capital. It has a zero interest
rate and cannot be withdrawn by stockholders because of a rate change.
In effect, it is a perpetual source of free funding.
To ensure a formal evaluation process, periodic independent evaluations
are conducted and documented. Such evaluation consists
primarily of: (i) an assessment of internal controls; (ii) an evaluation of data
integrity; (iii) the appropriateness of the risk management
system; (iv) the reasonableness of validity scenarios; (v) a review of the
FMC policy; and (vi) validation of calculations. In addition, to
ensure the model is working as expected a back test of the model is completed
at least annually.
All of the assumptions used in our analysis are inherently uncertain and,
as a result, the model cannot precisely measure future net
interest income or precisely predict the impact of fluctuations in market interest
rates on net interest income. Actual results may differ from
the model’s simulated results due to timing, magnitude and frequency
of interest rate changes as well as changes in market conditions and the
application and timing of various management strategies.
On a quarterly basis, we run various simulation models including a static balance
sheet and dynamic growth balance sheet. These
models test the impact on net interest income and fair value of equity from changes
in market interest rates under various scenarios. Under
the static model and dynamic growth models, rates are shocked instantaneously
and ramped rates change over a 12-month horizon based
upon parallel and nonparallel yield curve shifts. Parallel shock scenarios
assume instantaneous parallel movements in the yield curve
compared to a flat yield curve scenario. Nonparallel simulation involves
analysis of interest income and expense under various changes in the
shape of the yield curve.
Our internal policy regarding internal rate risk simulations currently
specifies that for instantaneous parallel shifts of the yield curve,
estimated net interest income at risk for the subsequent one-year period
should not decline by more than 5% for a -100 basis point shift, 5%
for a 100 basis point shift, 10% for a 200 basis point shift, 15% for a 300 basis point
shift, and 20% for a 400 basis point shift.
The Company has several instruments that can be used to manage interest rate risk,
including: (i) modifying the duration of interest-bearinginterest-
bearing liabilities; (ii) modifying the duration of interest-earning assets, including
our investment portfolio; and (iii) entering into on-balance
sheet derivatives. As of December 31, 2020, we have not entered into instruments such as leveraged derivatives or financial options to mitigate interest rate risk from specific transactions. Based upon the nature of our operations, we are not subject to
foreign exchange or commodity price risk.
66
61
The FMC evaluates interest rate risk using a rate shock method and rate
ramp method. In a rate shock analysis, rates change
immediately and the change is sustained over the time horizon. In a rate
ramp analysis, rate changes occur gradually over time. The
following tables summarize the simulated changes in net interest income and
fair value of equity over a 12 month horizon using a rate shock
and rate ramp method as of the dates indicated:
Hypothetical Change in Interest Rate - Rate Shock
December 31, 2020December 31, 2019
Change in Interest Rate
(Basis Points)		Percent Change in Net Interest IncomePercent Change in Fair Value of EquityPercent Change in Net Interest IncomePercent Change in Fair Value of Equity
+3001.2 %(10.3)%7.7 %(4.4)%
+2000.4 (6.2)5.6 (0.8)
+100(0.3)(2.8)3.0 0.4 
Base— — — — 
-100
NA(1)
NA(1)
(3.6)%0.1 %
(1) The Company decided to exclude the down rate environment from its analysis for the period ended December 31, 2020 due to the already low interest rate environment.
Hypothetical Change in Interest Rate - Rate Shock

December 31, 2021
Hypothetical Change in Interest Rate - Rate Ramp
December 31, 2020December 31, 2019
Change in Interest Rate
(Basis Points)		Percent Change in Net Interest IncomePercent Change in Net Interest Income
+3000.9 %9.1 %
+2000.3 6.2 
+100(0.1)3.1 
Base— — 
-100
NA(1)
(3.2)%
(1) The Company decided to exclude the down rate environment from its analysis for the period ended December 31, 2020 due to the already low interest rate environment.
December 31, 2020
Change in Interest Rate
(Basis Points)
Percent Change in
Net Interest Income
Percent Change in
Fair Value of Equity
Percent Change in
Net Interest Income
Percent Change in
Fair Value of Equity
+300
7.9
%
(7.7)
%
1.2
%
(10.3)
%
+200
4.6
(4.7)
0.4
(6.2)
+100
1.5
(2.7)
(0.3)
(2.8)
Base
—
%
—
%
—
%
—
%
-100
NA
(1)
NA
(1)
NA
(1)
NA
(1)
-200
NA
(1)
NA
(1)
NA
(1)
NA
(1)
(1)
The Company decided to exclude the down rate environment from its analysis due to the already low interest rate environment.
Hypothetical Change in Interest Rate - Rate Ramp
December 31, 2021
December 31, 2020
Change in Interest Rate
(Basis Points)
Percent Change in Net Interest Income
Percent Change in Net Interest Income
+300
3.4
%
0.9
%
+200
1.9
0.3
+100
0.6
(0.1)
Base
—
%
—
%
-100
NA
(1)
NA
(1)
-200
NA
(1)
NA
(1)
(1)
The Company decided to exclude the down rate environment from its analysis due to the already low interest rate environment.
The hypothetical negativepositive change in net interest income as of December
31, 20202021 in an up 100 environment is primarily due to
approximately two-thirds of the Company’s earning assets adjusting
within the first year. In addition, the Company’s time deposits and other
borrowings will continue to mature. Increases in the up 100 environment are
impacted by floors placed on variable rate loans that limit interest income growth as rates start to rise.loans. In an up 200 and 300
environment, floors on variable rate loans become less effectiveimpactful and
earning assets reprice faster than interest-bearing liabilities. Loans
remain the largest portion of our adjustable earning assets, as the mix of
adjustable loans or those maturing in one year was 74%76%.
The models the Company uses include assumptions regarding interest
rates and balance changes.
These assumptions are inherently
uncertain and, as a result, the model cannot precisely estimate net interest income
or precisely predict the impact of higher or lower interest
rates on net interest income. Actual results may differ from simulated results due to timing, magnitude and frequency of
interest rate changes
as well as changes in market conditions, customer behavior and management
strategies, among other factors.
67
Table of Contents
Selected Quarterly Financial Data (unaudited)
The following table presents selected quarterly financial data for the fiscal years ended December 31, 2020 and 2019:
2020 Quarters2019 Quarters
FourthThirdSecondFirstFourthThirdSecondFirst
(Dollars in thousands, except per share data)
Interest income$49,534 $48,452 $51,254 $54,208 $55,180 $55,529 $54,192 $51,317 
Interest expense7,997 9,125 10,097 15,980 18,001 19,743 19,318 17,712 
Net interest income41,537 39,327 41,157 38,228 37,179 35,786 34,874 33,605 
Net income (loss)8,094 8,006 (7,356)3,857 (700)10,384 9,439 9,350 
Preferred stock dividends— — — — — — — 175 
Net income (loss) available to common stockholders8,094 8,006 (7,356)3,857 (700)10,384 9,439 9,175 
Total assets5,659,303 4,651,313 4,473,182 4,266,369 4,107,215 3,716,538 3,549,126 3,206,791 
Borrowings and repurchase agreements373,664 357,614 364,246 368,597 388,391 483,145 387,543 387,538 
Preferred stock, liquidation value— — — — 30,000 30,000 30,000 30,000 
Basic earnings (loss) per share0.16 0.15 (0.14)0.07 (0.01)0.22 0.21 0.20 
Diluted earnings (loss) per share$0.15 $0.15 $(0.14)$0.07 $(0.01)$0.21 $0.20 $0.20 
Overview
For the Quarter EndedYear-over-Year ChangeFor the Quarter EndedLinked Quarter Change
December 31,
2020		December 31,
2019		$%September 30,
2020		$%
(Dollars in thousands, except per share data)
Interest Income$49,534 $55,180 $(5,646)(10)%$48,452 $1,082 2 %
Interest Expense7,997 18,001 (10,004)(56)9,125 (1,128)(12)
Net Interest Income41,537 37,179 4,358 12 39,327 2,210 6 
Provision for loan losses10,875 19,350 (8,475)(44)10,875 — — 
Noninterest income2,949 2,182 767 35 4,063 (1,114)(27)
Noninterest expense23,732 21,881 1,851 8 %23,011 721 3 
Income (loss) before income taxes9,879 (1,870)11,749 NA9,504 375 4 
Income tax expense (benefit)1,785 (1,170)2,955 NA1,498 287 19 
Net income (loss)$8,094 $(700)$8,794 NA$8,006 $88 1 %
Basic Earnings (loss) Per Share$0.16 $(0.01)$0.17 $0.15 $0.01 
Diluted Earnings (loss) Per Share$0.15 $(0.01)$0.16 $0.15 $— 
68
Table of Contents
Net Interest Income
Interest income for the fourth quarter of 2020 declined as compared to the fourth quarter of 2019 due to a lower interest rate environment, partially offset by a $724 million increase in interest-earning assets. Interest income increased for the fourth quarter of 2020 on a linked-quarter basis primarily due to PPP loan fees recognized during the quarter.
Interest expense for the fourth quarter of 2020 declined as compared to the fourth quarter of 2019 as a result of a lower interest rate environment, partially offset by a $478 million increase in interest-bearing funds. Interest expense for the fourth quarter of 2020 declined on a linked-quarter basis primarily due to reductions in other borrowings outstanding and renewals of time deposits at lower interest rates.
The fourth quarter of 2020 tax-equivalent net interest margin was 3.12%, an increase from 2.98% in the prior quarter and a decline from 3.23% in the fourth quarter of 2019 as a result of the changes mentioned above.
Provision for Loan Losses
The provision for loan losses for the fourth quarter of 2020 declined from the prior year primarily due to a $16 million increase in the provision on a large loan that deteriorated in the fourth quarter of 2019. On a linked-quarter basis, the provision for loan losses for the fourth quarter of 2020 remained unchanged.
Noninterest Income
For the fourth quarter of 2020, the Company increased fee income commensurate with its customer growth and recorded stronger credit card interchange fees and other service charges than in 2019. Because of the interest rate environment, the Company had less activity in the back-to-back swap program. In addition, a borrower with a back-to-back swap was downgraded and resulted in a $300 thousand loss related to the CVA.
Noninterest Expense
During the fourth quarter of 2020, occupancy costs increased $379 thousand or 19% from the prior year and increased $283 thousand or 13% from the quarter ended September 30, 2020 due to our two new locations. Fourth quarter 2020 salary and employee benefit costs increased $907 thousand or 7% from the prior year and increased $97 thousand or 1% on a linked quarter basis due to an increase in performance based compensation. Deposit insurance premiums increased $384 thousand or 50% year-over-year and $55 thousand or 5% on a linked quarter basis. The increase in deposit insurance premiums is driven by changes in assets, asset quality and equity. Overall, the Company continues to realize benefits from reduced travel, entertainment, and other discretionary spending as a result of the COVID-19 pandemic.
Incomes Taxes
Year-over-year fourth quarter 2020 income taxes increased from the same period in 2019 primarily due to an increase in taxable income. On a linked-quarter basis, fourth quarter 2020 income tax remained flat. The Company benefited from the tax-exempt municipal bond portfolio and bank-owned life insurance in 2019 and 2020.
Critical Accounting
Policies and Estimates
Our consolidated financial statements are prepared in accordance
with GAAP and with general practices within the financial services
industry. Application of these principles requires management to make complex and subjective estimates and assumptions
that affect the
amounts reported in the financial statements and accompanying notes. We base our
estimates on historical experience and on various other
assumptions that we believe to be reasonable under current circumstances. These assumptions
form the basis for our judgments about the
carrying values of assets and liabilities that are not readily available from independent,
objective sources. We evaluate our estimates on an
ongoing basis. Use of alternative assumptions may have resulted in significantly
different estimates. Actual results may differ from these
estimates.
62
The Company qualifies as an EGC under the JOBS Act. Section 107 of the JOBS Act provides that an EGC can take advantage of the
extended transition period when complying with new or revised accounting
standards. This allows an EGC to delay adoption of certain
accounting standards until those standards would apply to private companies;
however, the EGC can still early adopt new or revised
accounting standards, if applicable. We have elected to take advantage of this extended
transition period, which means the financial
statements in this Form 10-K, as well as financial statements we file in the future,
will be subject to all new or revised accounting standards
generally applicable to private companies, unless stated otherwise. This decision will remain
in effect until the Company loses its EGC
status.
69
Table of Contents
Our most significant accounting policies are described in
Note 1: Nature of Operations and Summary of Significant Accounting
Policies
within the Notes to the Consolidated Financial Statements. We identified the
following accounting policies and estimates that, due to
the difficult, subjective or complex judgments and assumptions inherent
in those policies and estimates and the potential sensitivity of our
financial statements to those judgments and assumptions, are critical to
an understanding of our financial condition and results of operations.
DescriptionJudgments and UncertaintiesEffect if Actual Results Differ From Assumptions
Allowance for Loan Losses:

The ALLL is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the collectability of a loan balance is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the original contractual terms of the loan agreement. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the sale of the collateral.


The determination of the Company’s ALLL contains uncertainties because it requires management to make assumptions and judgments regarding future uncollectible amounts on the loan portfolio.


The Company has not made any material changes in the accounting methodology used to record the ALLL during the past three years except for the change described in the “Changes Affecting Comparability” section in Note 1: Nature of Operations and Summary of Significant Accounting Policies.

Based on current applicable GAAP guidance, the Company does not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions used to record the ALLL.

See the Recent Accounting Pronouncements section for an update regarding Accounting Standard Update (“ASU”) 2016-13 that will impact the accounting methodology used to record the ALLL.

If actual results are materially different from the judgments and uncertainties made, the Company would be required to increase (decrease) its loan provision resulting in a decrease (increase) in net income.
Investment Securities Impairment:

Periodically, the Company may need to assess whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other-than- temporary basis.

In any such instance, the Company would consider many factors, including the length of time and the extent to which the fair value has been less than the amortized cost basis, the market liquidity for the security, the financial condition and the near-term prospects of the issuer, expected cash flows, and our intent and ability to hold the investment for a period of time sufficient to recover the temporary loss. Securities on which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value, with the write-down recorded as a realized loss in securities gains (losses).


The determination of an investment impairment contains uncertainties because it requires management to make assumptions and judgments regarding future uncollectible amounts based on investments that have a lower market value than book value within the security portfolio.


The Company has not made any material changes in the accounting methodology used to evaluate whether an investment is other-than-temporarily impaired during the past three years.

Based on current applicable GAAP guidance, the Company does not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions used to record impaired securities.

See the Recent Accounting Pronouncements section for an update regarding ASU 2016-13 that will impact the accounting methodology used to record other-than-temporary impairments on securities.

If actual results are materially different from the judgments and uncertainties made, the Company would be required to impair the associated securities, resulting in a decline in net income, other comprehensive income, or both.

70
63
Description
Judgments and
Uncertainties
Ranges over the Last
Three Years
Effect if Actual Results Differ From Assumptions
Allowance for Loan Losses:
The ALLL is a valuation allowance for probable incurred credit
losses. Loan losses are charged against the allowance when
management believes the collectability of a loan balance is
unlikely. Subsequent recoveries, if any, are credited to the
allowance.
DescriptionJudgments and UncertaintiesEffect if Actual Results Differ From Assumptions
Deferred Tax Asset:The allowance consists of specific and general components.
The specific component relates to loans that are individually
classified as impaired. A loan is considered impaired when,
based on current information and events, it is probable that the
Bank will be unable to collect all amounts due according to the
original contractual terms of the loan agreement. If a loan is
impaired, a portion of the allowance is allocated so that the loan
is reported net at the present value of estimated future cash
flows using the loan’s existing rate or at the fair value of
collateral if repayment is expected solely from the sale of the
collateral.
The general component covers the remaining pool of loans and
is based on historical charge-off experience and expected loss
given default derived from the Company’s internal risk rating
process. Other adjustments may be made to the allowance for
pools of loans after an assessment of internal or external
influences on credit quality that are not fully reflected in the
historical loss or risk rating data.
The determination of the
Company’s ALLL
contains uncertainties
because it requires
management to make
assumptions and
judgments regarding
future uncollectible
amounts on the loan
portfolio.
Impaired loans may be
impacted by
management's decisions
on the marketability
discount.
The general component
of the ALLL may be
impacted by
management's decisions
on qualitative rates and
loan risk ratings.
Year-end ALLL Balance:
(Dollars in thousands)
2019 - $56,896
2020 - $75,295
2021 - $58,375
Loan Provision:
(Dollars in thousands)
2019 - $29,900
2020 - $56,700
2021 - ($4,000)
For the year ended December 31, 2020, the Company
separated substandard loans into performing and
nonperforming categories that were previously
consolidated. The new approach provided a better estimate
of potential losses inherent in the substandard portfolio.
Besides the change above, the Company has not made any
material changes in the accounting methodology used to
record the ALLL during the past three years.
Based on current applicable GAAP guidance, the Company
does not believe there is a reasonable likelihood that there
will be a material change in the future estimates or
assumptions used to record the ALLL.
See the Recent Accounting Pronouncements section for an
update regarding Accounting Standard Update (“ASU”)
2016-13 that will impact the accounting methodology used
to record the ALLL.
If actual results are materially different from the judgments
and uncertainties made, the Company would be required to
increase (decrease) its loan provision resulting in a decrease
(increase) in net income.
For example, a 10 basis point increase in our qualitative
factors would increase the provision and related ALLL by
$4 million.

The Company accounts for income taxes in accordance with income tax accounting guidance. Accordingly, we record a net deferred tax asset or liability based on the tax effects of the differences between the
book and tax bases of assets and liabilities. If currently available information indicates it is “more likely than not” that the net deferred tax asset will not be realized, a valuation allowance is established. Net deferred tax assets are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.


The Company exercises significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments and estimates are inherently subjective and reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our new deferred tax asset. A valuation allowance would result in additional income tax expense in such period, which would negatively affect earnings.



On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, which significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%.  As a result of enactment of the legislation, the Company incurred an additional one-time income tax expense of $3 million during the fourth quarter of fiscal 2017, primarily related to the re-measurement of certain deferred tax assets and liabilities. Since that time, no material changes in the methodology used to evaluate the deferred tax asset have occurred.

The Company is subject to various state tax rates that impact the overall effective tax rate. Changes in income received from various states may increase or decrease the effective tax rate in the future.

Based on current applicable GAAP guidance, the Company does not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions used to record the deferred tax asset.

In the event the Company was required to change the effective tax rate used to calculate the deferred tax asset, a rate decrease would result in a lower deferred tax asset and net income while a rate increase would result in a higher deferred tax asset and net income.
Fair Value of Financial Instruments:

ASC Topic 820, Fair Value Measurement defines fair value as the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date.



The degree of management judgment involved in determining the fair value of assets and liabilities is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not available, management judgment is necessary to estimate fair value. In addition, changes in market conditions may reduce the availability of quoted prices or the observable date.



The Company has not made any material changes in the accounting methodology used to evaluate the fair market value of assets or liabilities when observable market prices and parameters are not available and management judgment is necessary.

Based on current applicable GAAP guidance, the Company does not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions used to record the fair market value of assets and liabilities.

The Company’s investment portfolio, derivatives, impaired loans, assets held-for-sale and foreclosed assets require management’s judgment to determine the asset’s value.

In the event the Company was required to decrease (increase) the investment portfolio’s fair value, the result would be a decline (increase) in total assets, OCI, and AOCI.

In the event the Company was required to decrease (increase) the fair market value of derivatives, assets held-for-sale and foreclosed assets, the result would be a decline (increase) in total assets and net income.

Impaired loans impact the ALLL. See the ALLL discussion above.
71
64
Description
Judgments and
Uncertainties
Ranges over the Last
Three Years
Effect if Actual Results Differ From Assumptions
Investment Securities Impairment:
Periodically, the Company may need to assess whether there
have been any events or economic circumstances to indicate
that a security on which there is an unrealized loss is impaired
on an other-than- temporary basis.
In any such instance, the Company would consider many
factors, including the length of time and the extent to which the
fair value has been less than the amortized cost basis, the market
liquidity for the security, the financial condition and the near-
term prospects of the issuer, expected cash flows, and our intent
and ability to hold the investment for a period of time sufficient
to recover the temporary loss. Securities on which there is an
unrealized loss that is deemed to be other-than-temporary
are
written down to fair value, with the write-down recorded as a
realized loss in securities gains (losses).
The determination of an
investment impairment
contains uncertainties
because it requires
management to make
assumptions and
judgments regarding
future uncollectible
amounts based on
investments that have a
lower market value than
book value within the
security portfolio.
During 2021, an equity
security acquired in
partial satisfaction of
debts previously
contracted was sold at a
loss of $6 million.
The Company has not made any material changes in the
accounting methodology used to evaluate whether an
investment is other-than-temporarily impaired during the
past three years.
Based on current applicable GAAP guidance, the Company
does not believe there is a reasonable likelihood that there
will be a material change in the future estimates or
assumptions used to record impaired securities.
See the Recent Accounting Pronouncements section for an
update regarding ASU 2016-13 that will impact the
accounting methodology used to record other-than-
temporary impairments on securities.
If actual results are materially different from the judgments
and uncertainties made, the Company would be required to
impair the associated securities, resulting in a decline in net
income, other comprehensive income, or both.
65
Description
Judgments and Uncertainties
Ranges over the Last
Three Years
Effect if Actual Results Differ From Assumptions
Deferred Tax Asset:
The Company accounts for income taxes in
accordance with income tax accounting
guidance. Accordingly, we record a net
deferred tax asset or liability based on the tax
effects of the differences between the
book and tax bases of assets and liabilities. If
currently available information indicates it is
“more likely than not” that the net deferred
tax asset will not be realized, a valuation
allowance is established. Net deferred tax
assets are measured using enacted tax rates
expected to apply to taxable income in the
years in which those temporary differences
are expected to be recovered or settled.
The Company exercises significant
judgment in evaluating the amount
and timing of recognition of the
resulting tax liabilities and assets.
These judgments and estimates are
inherently subjective and reviewed
on a continual basis as regulatory
and business factors change. Any
reduction in estimated future
taxable income may require us to
record a valuation allowance
against our new deferred tax asset.
A valuation allowance would result
in additional income tax expense in
such period, which would
negatively affect earnings.
Effective Tax Rate:
2019: 13%
2020: 18%
2021: 20%
The Company is subject to various state tax rates that impact the
overall effective tax rate. Changes in income earned in various
states may increase or decrease the effective tax rate in the future.
Based on current applicable GAAP guidance, the Company does
not believe there is a reasonable likelihood that there will be a
material change in the future estimates or assumptions used to
record the deferred tax asset.
In the event the Company was required to change the effective tax
rate used to calculate the deferred tax asset, a rate decrease would
result in a lower deferred tax asset and net income while a rate
increase would result in a higher deferred tax asset and net income.
For example, if the effective tax rate was reduced by 1% as of
December 31, 2021, a $779 thousand decrease in our deferred tax
asset and an increase to the Company's tax expense of the same
amount would occur.
66
Description
Judgments and Uncertainties
Ranges over the Last
Three Years
Effect if Actual Results Differ From Assumptions
Fair Value of Financial Instruments:
ASC Topic 820, Fair Value Measurement
defines fair value as the price that would be
received to sell a financial asset or paid to
transfer a financial liability in an orderly
transaction between market participants at
the measurement date.
The degree of management
judgment involved in determining
the fair value of assets and
liabilities is dependent upon the
availability of quoted market prices
or observable market parameters.
For financial instruments that trade
actively and have quoted market
prices or observable market
parameters, there is minimal
subjectivity involved in measuring
fair value. When observable market
prices and parameters are not
available, management judgment is
necessary to estimate fair value. In
addition, changes in market
conditions may reduce the
availability of quoted prices or the
observable date.
The Company has not made any material changes in the accounting
methodology used to evaluate the fair market value of assets or
liabilities when observable market prices and parameters are not
available and management judgment is necessary.
Based on current applicable GAAP guidance, the Company does
not believe there is a reasonable likelihood that there will be a
material change in the future estimates or assumptions used to
record the fair market value of assets and liabilities.
The Company’s investment portfolio, derivatives, impaired loans,
assets held-for-sale and foreclosed assets require management’s
judgment to determine the asset’s value.
In the event the Company was required to decrease (increase) the
investment portfolio’s fair value, the result would be a decline
(increase) in total assets, OCI, and AOCI.
Impaired loans impact the ALLL. See the ALLL discussion above.
67
Recent Accounting
Pronouncements
All significant accounting pronouncements are described in Refer to “
Note 1: Nature of Operations and Summary of Significant Accounting Policies Policies”
within the Notes to the Consolidated
Financial Statements. The Company has identified the following accounting pronouncements that dueStatements included elsewhere in this form 10-K.
For additional information regarding our CECL implementation as of January 1, 2022, refer to the impact on the Company’s financial statements are critical to an understanding of our financial condition
“Current Expected Credit Loss
(“CECL”) Implementation”
within Management’s Discussion and results of operations.Analysis.
Description of Accounting Standard UpdateAnticipated Implementation DateImpact to Financial Statements
ASU 2016-13:
Financial Instruments-Credit Losses

Requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.
If the Company maintains its EGC status, the Company is not required to implement this standard until January 2023. The Company will continue to monitor its progress and the requirements related to adoption.The Company established a committee of individuals from applicable departments to oversee the implementation process. The Company completed the third party software implementation phase that included data capture and portfolio segmentation amongst other items.

The Company completed parallel runs in 2019. Throughout 2020, the Company continued to perform parallel runs using 2020 data and continued to recalibrate inputs as necessary. The Company is evaluating the internal control changes that will be necessary to transition to the third-party platform.

At this time, an estimate of the impact cannot be established as the Company continues to evaluate the inputs into the model. The actual impact could be significantly affected by the composition, characteristics, and quality of the underlying loan portfolio at the time of adoption.
ASU 2016-02:
Leases (Topic 842)

Requires lessees and lessors to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements.

The update requires a modified retrospective approach to each lease that existed at the date of initial application as well as leases entered into after that date with the option to elect certain practical expedients.

The update will also increase disclosures around leases, including qualitative and specific quantitative measures.
The Company expects to implement this standard on January 1, 2022, unless the Company loses its EGC status during 2021. If EGC status changes, the Company would be required to implement the ASU as of the beginning of 2021.The Company expects to apply the update as of the beginning of the period of adoption and the Company does not plan to restate comparative periods. The Company expects to elect certain optional practical expedients.

The Company gathered all potential lease and embedded lease agreements during 2019 and 2020 and is evaluating the applicability and impact to the financial statements.

The Company’s current operating leases relate primarily to four branch locations. Based on the current leases, the Company anticipates recognizing a lease liability and related right-to-use asset on its balance sheet, with an immaterial impact to its income statement compared to the current lease accounting model. However, the ultimate impact of the standard will depend on the Company's lease portfolio as of the adoption date.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
The information included under the caption “Interest Rate Sensitivity”
in Management’s Discussion and Analysis is incorporated
herein by reference.
72
68
Item 8.
Financial Statements and Supplementary Data
Section
69
70
71
72
73
74
76
76
91
91
96
107
107
108
110
110
111
113
114
114
115
116
117
119
120
120
123
124
125
125
126
cfb10k2021p69i2.jpg cfb10k2021p69i1.jpg cfb10k2021p69i0.jpg

69
Report of Independent Registered Public Accounting Firm

To the Shareholders, Board of Directors and Audit Committee
CrossFirst Bankshares, Inc.
Leawood, Kansas


Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CrossFirst Bankshares, Inc. (the “Company”
“Company”) as of December 31, 20202021 and 2019,2020, the related consolidated
statements of income, comprehensive
income, stockholders’ equity and cash flows for each of the years in
the three-year period ended December 31, 2020,
2021, and the related notes (collectively referred to as the “financial
statements”). In
our opinion, the
consolidated financial statements referred to above present fairly, in all material respects,
the financial position
of the Company as of December 31, 20202021 and 2019,2020, and the results of
its operations
and its cash flows for each
of the years in the three-year period ended December 31, 2020,2021, in conformity
with accounting principles
generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to
express
an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to
the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations
of the Securities
and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the consolidated financial
statements are free of material misstatement, whether due to error or fraud.
Our audits included procedures to
assess the risks of material misstatement, whether due to error or fraud,
and performing procedures that
respond to those risks. Such procedures include examining, on a test basis, evidence
supporting the amounts
and disclosures in the financial statements. Our audits also included evaluating the
accounting principles
used and significant estimates made by management, as well as evaluating
the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for
our opinion.

We
We have served as the Company’s auditor since 2009.

cfb-20201231_g13.jpg
Kansas City, Missouri
February 26, 202128, 2022




74
Table of Contents
See Notes to Consolidated Financial Statements
70
CrossFirst Bankshares, Inc.
Consolidated Balance Sheets
As of December 31,
20202019
(Dollars in thousands)
Assets
Cash and cash equivalents$408,810 $187,320 
Available-for-sale securities - taxable177,238 296,047 
Available-for-sale securities - tax-exempt477,350 443,426 
 Loans, net of allowance for loan losses of $75,295 and $56,896 at December 31, 2020 and 2019, respectively4,366,602 3,795,348 
Premises and equipment, net70,509 70,210 
Restricted equity securities15,543 17,278 
Interest receivable17,236 15,716 
Foreclosed assets held for sale2,347 3,619 
Goodwill and other intangible assets, net208 7,694 
Bank-owned life insurance67,498 65,689 
Other assets55,962 28,886 
Total assets$5,659,303 $4,931,233 
Liabilities and stockholders’ equity
Deposits
Noninterest-bearing$718,459 $521,826 
Savings, NOW and money market2,932,799 2,162,187 
Time1,043,482 1,239,746 
Total deposits4,694,740 3,923,759 
Federal funds purchased and repurchase agreements2,306 14,921 
Federal Home Loan Bank advances293,100 358,743 
Other borrowings963 921 
Interest payable and other liabilities43,766 31,245 
Total liabilities5,034,875 4,329,589 
Stockholders’ equity
Common stock, $0.01 par value:
authorized - 200,000,000 shares, issued - 52,289,129 and 51,969,203 shares at December 31, 2020 and 2019, respectively523 520 
Treasury stock, at cost:
609,613 and 0 shares held at December 31, 2020 and 2019, respectively(6,061)0 
Additional paid-in capital522,911 519,870 
Retained earnings77,652 64,803 
Accumulated other comprehensive income29,403 16,451 
Total stockholders’ equity624,428 601,644 
Total liabilities and stockholders’ equity$5,659,303 $4,931,233 
As of December 31,
2021
2020
(Dollars in thousands)
Assets
Cash and cash equivalents
$
482,727
$
408,810
Available-for-sale securities - taxable
192,146
177,238
Available-for-sale securities - tax-exempt
553,823
477,350
Loans, net of allowance for loan losses of $
58,375
and $
75,295
at December 31, 2021 and 2020,
respectively
4,197,838
4,366,602
Premises and equipment, net
66,069
70,509
Restricted equity securities
11,927
15,543
Interest receivable
16,023
17,236
Foreclosed assets held for sale
1,148
2,347
Bank-owned life insurance
67,498
67,498
Other
32,258
56,170
Total assets
$
5,621,457
$
5,659,303
Liabilities and stockholders’ equity
Deposits
Noninterest-bearing
$
1,163,224
$
718,459
Savings, NOW and money market
2,895,986
2,932,799
Time
624,387
1,043,482
Total deposits
4,683,597
4,694,740
Federal funds purchased and repurchase agreements
-
2,306
Federal Home Loan Bank advances
236,600
293,100
Other borrowings
1,009
963
Interest payable and other liabilities
32,678
43,766
Total liabilities
4,953,884
5,034,875
Stockholders’ equity
Common stock, $
0.01
par value:
authorized -
200,000,000
shares, issued -
52,590,015
and
52,289,129
shares at December
31, 2021 and 2020, respectively
526
523
Treasury stock, at cost:
2,139,970
and
609,613
shares held at December 31, 2021 and 2020, respectively
(28,347)
(6,061)
Additional paid-in capital
526,806
522,911
Retained earnings
147,099
77,652
Accumulated other comprehensive income
21,489
29,403
Total stockholders’ equity
667,573
624,428
Total liabilities and stockholders’ equity
$
5,621,457
$
5,659,303
See Notes to Consolidated Financial Statements75
Table of Contents
See Notes to Consolidated Financial Statements
71
CrossFirst Bankshares, Inc.
Consolidated Statements of Income
For the Year Ended December 31,
202020192018
(Dollars in thousands, except per share data)
Interest Income
Loans, including fees$183,738 $191,527 $130,075 
Available-for-sale securities - taxable5,073 8,540 7,972 
Available-for-sale securities - tax-exempt13,013 12,011 14,757 
Deposits with financial institutions639 3,053 3,096 
Dividends on bank stocks985 1,087 980 
Total interest income203,448 216,218 156,880 
Interest Expense
Deposits36,585 67,668 39,372 
Fed funds purchased and repurchase agreements164 592 1,068 
Federal Home Loan Bank Advances6,341 6,367 5,841 
Other borrowings109 147 231 
Total interest expense43,199 74,774 46,512 
Net Interest Income160,249 141,444 110,368 
Provision for Loan Losses56,700 29,900 13,500 
Net Interest Income after Provision for Loan Losses103,549 111,544 96,868 
Non-interest Income
Service charges and fees on customer accounts2,803 604 444 
Gain on sale of available-for-sale debt securities1,704 987 538 
Impairment of premises and equipment held for sale0 (424)(171)
Gain on sale of loans44 207 827 
Income from bank-owned life insurance1,809 1,878 1,969 
Swap fees and credit valuation adjustments, net(204)2,753 285 
ATM and credit card interchange income4,379 1,785 1,224 
Other non-interest income1,198 917 967 
Total non-interest income11,733 8,707 6,083 
Non-interest Expense
Salaries and employee benefits57,747 57,114 56,118 
Occupancy8,701 8,349 8,214 
Professional fees4,218 2,964 3,320 
Deposit insurance premiums4,301 2,787 3,186 
Data processing2,719 2,544 1,995 
Advertising1,219 2,455 2,691 
Software and communication3,750 3,317 2,630 
Foreclosed assets, net1,239 84 0 
Goodwill impairment7,397 0 0 
Other non-interest expense8,677 8,026 7,601 
Total non-interest expense99,968 87,640 85,755 
Net Income Before Taxes15,314 32,611 17,196 
Income tax expense (benefit)2,713 4,138 (2,394)
Net Income$12,601 $28,473 $19,590 
Basic Earnings Per Share$0.24 $0.59 $0.48 
Diluted Earnings Per Share$0.24 $0.58 $0.47 
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands, except per share data)
Interest Income
Loans, including fees
$
174,660
$
183,738
$
191,527
Available-for-sale securities - taxable
3,273
5,073
8,540
Available-for-sale securities - tax-exempt
14,033
13,013
12,011
Deposits with financial institutions
502
639
3,053
Dividends on bank stocks
682
985
1,087
Total interest income
193,150
203,448
216,218
Interest Expense
Deposits
18,523
36,585
67,668
Fed funds purchased and repurchase agreements
3
164
592
Federal Home Loan Bank Advances
5,837
6,341
6,367
Other borrowings
96
109
147
Total interest expense
24,459
43,199
74,774
Net Interest Income
168,691
160,249
141,444
Provision for Loan Losses
(4,000)
56,700
29,900
Net Interest Income after Provision for Loan Losses
172,691
103,549
111,544
Non-Interest Income
Service charges and fees on customer accounts
4,580
2,803
604
Realized gains on available-for-sale securities
1,023
1,704
987
Impairment of premises and equipment held for sale
0
0
(424)
Gain on sale of loans
0
44
207
Gains (losses), net on equity securities
(6,325)
46
62
Income from bank-owned life insurance
3,483
1,809
1,878
Swap fees and credit valuation adjustments, net
275
(204)
2,753
ATM and credit card interchange income
7,996
4,379
1,785
Other non-interest income
2,628
1,152
855
Total non-interest income
13,660
11,733
8,707
Non-Interest Expense
Salaries and employee benefits
61,080
57,747
57,114
Occupancy
9,688
8,701
8,349
Professional fees
3,519
4,218
2,964
Deposit insurance premiums
3,705
4,301
2,787
Data processing
2,878
2,719
2,544
Advertising
2,090
1,219
2,455
Software and communication
4,234
3,750
3,317
Foreclosed assets, net
697
1,239
84
Goodwill impairment
0
7,397
0
Other non-interest expense
11,491
8,677
8,026
Total non-interest expense
99,382
99,968
87,640
Net Income Before Taxes
86,969
15,314
32,611
Income tax expense
17,556
2,713
4,138
Net Income
$
69,413
$
12,601
$
28,473
Basic Earnings Per Share
$
1.35
$
0.24
$
0.59
Diluted Earnings Per Share
$
1.33
$
0.24
$
0.58
See Notes to Consolidated Financial Statements76
Table of Contents
See Notes to Consolidated Financial Statements
72
CrossFirst Bankshares, Inc.
Consolidated Statements of Comprehensive Income
For the Year Ended December 31,
202020192018
(Dollars in thousands)
Net Income$12,601 $28,473 $19,590 
Other Comprehensive Income
Unrealized gain (loss) on available-for-sale securities18,847 26,682 (12,755)
Less: income tax (benefit)4,606 6,545 (3,125)
Unrealized gain (loss) on available-for-sale securities, net of income tax (benefit)14,241 20,137 (9,630)
Reclassification adjustment for realized gains included in income1,704 987 538 
Less: income tax415 242 132 
Less: reclassification adjustment for realized gains included in income, net of income tax1,289 745 406 
Other comprehensive income (loss)12,952 19,392 (10,036)
Comprehensive Income$25,553 $47,865 $9,554 
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Net Income
$
69,413
$
12,601
$
28,473
Other Comprehensive Income (Loss)
Unrealized gain (loss) on available-for-sale securities
(8,894)
18,847
26,682
Less: income tax expense (benefit)
(2,182)
4,606
6,545
Unrealized gain (loss) on available-for-sale securities, net of income tax
(6,712)
14,241
20,137
Reclassification adjustment for realized gains included in income
1,023
1,704
987
Less: income tax expense
245
415
242
Less: reclassification adjustment for realized gains included in income,
net of income
tax
778
1,289
745
Unrealized loss on cash flow hedges
(562)
0
0
Less: income tax benefit
(138)
0
0
Unrealized loss on cash flow hedges, net of income tax
(424)
0
0
Other comprehensive income (loss)
(7,914)
12,952
19,392
Comprehensive Income
$
61,499
$
25,553
$
47,865
See Notes to Consolidated Financial Statements77
Table of Contents
See Notes to Consolidated Financial Statements
73
CrossFirst Bankshares, Inc.
Consolidated Statements of Stockholders’ Equity
Preferred StockCommon StockAdditional Paid inRetainedAccumulated Other ComprehensiveTreasury
SharesAmount
Shares(1)
Amount(1)
Capital
Earnings(1)
Income (Loss)StockTotal
(Dollars in thousands)
December 31, 20171,200,000 $12 30,686,256 $307 $256,108 $23,694 $7,026 $0 $287,147 
Net income— — — — — 19,590 — — 19,590 
Change in unrealized depreciation on available-for-sale securities— — — — — — (10,036)— (10,036)
Issuance of shares— — 14,805,128 148 204,141 (74)— — 204,215 
Issuance of shares from equity-based awards— — 352,746 4 (2,134)(1)— — (2,131)
Retired shares— — (769,808)(8)(8,218)(2,798)— — (11,024)
Preferred dividends declared— — — — — (2,100)— — (2,100)
Employee receivables from sale of stock— — — — 11 60 — — 71 
Stock-based compensation— — — — 4,439 — — — 4,439 
Employee stock purchase plan additions— — — — 165 — — — 165 
December 31, 20181,200,000 12 45,074,322 451 454,512 38,371 (3,010)0 490,336 
Net income— — — — — 28,473 — — 28,473 
Change in unrealized appreciation on available-for-sale securities— — — — — — 19,392 — 19,392 
Issuance of shares— — 6,851,213 68 88,803 — — — 88,871 
Issuance of shares from equity-based awards— — 53,668 1 (246)— — — (245)
Retired shares(1,200,000)(12)(10,000)— (30,088)(55)— — (30,155)
Preferred dividends declared— — — — — (175)— — (175)
Employee receivables from sale of stock— — — — 6 111 — — 117 
Stock-based compensation— — — — 4,688 — — — 4,688 
Employee stock purchase plan additions— — — — 36 — — — 36 
Adoption of ASU
 2016-01
— — — — — (69)69 — 0 
Adoption of ASU 2018-07, net of tax of $306— — — — 2,159 (1,853)— — 306 
December 31, 20190 0 51,969,203 520 519,870 64,803 16,451 0 601,644 
Net income— — — — — 12,601 — — 12,601 
Change in unrealized appreciation on available-for-sale securities— — — — — — 12,952 — 12,952 
Issuance of shares from equity-based awards— — 319,926 3 (1,087)— — — (1,084)
Open market common share repurchases— — (609,613)— — — — (6,061)(6,061)
Employee receivables from sale of stock— — — — 3 44 — — 47 
Stock-based compensation— — — — 4,321 — — — 4,321 
Employee stock purchase plan additions— — — — 42 — — — 42 
Performance award adjustment as a result of ASU 2018-07, net of tax— — — — (238)204 — — (34)
December 31, 20200 $0 51,679,516 $523 $522,911 $77,652 $29,403 $(6,061)$624,428 
(1) Share data has been adjusted to reflect a 2-for-1 stock split effected in the form of a dividend on December 21, 2018.
Preferred Stock

Common Stock

Additional
Paid in
Retained
Accumulated
Other
Comprehensive
Treasury
Shares
Amount
Shares
Amount
Capital
Earnings
Income (Loss)
Stock
Total
(Dollars in thousands)
December 31, 2018
1,200,000
$
12
45,074,322
$
451
$
454,512
$
38,371
$
(3,010)
$
0
$
490,336
Net income
-
-
-
-
-
28,473
-
-
28,473
Change in unrealized appreciation on available-for-
sale securities
-
-
-
-
-
-
19,392
-
19,392
Issuance of shares
-
-
6,851,213
68
88,803
-
-
-
88,871
Issuance of shares from equity-based awards
-
-
53,668
1
(246)
-
-
-
(245)
Retired shares
(1,200,000)
(12)
(10,000)
-
(30,088)
(55)
-
-
(30,155)
Preferred dividends declared
-
-
-
-
-
(175)
-
-
(175)
Employee receivables from sale of stock
-
-
-
-
6
111
-
-
117
Stock-based compensation
-
-
-
-
4,724
-
-
-
4,724
Adoption of ASU 2016-01
-
-
-
-
-
(69)
69
-
0
Adoption of ASU 2018-07
-
-
-
-
2,159
(1,853)
-
-
306
December 31, 2019
-
-
51,969,203
520
519,870
64,803
16,451
0
601,644
Net income
-
-
-
-
-
12,601
-
-
12,601
Change in unrealized appreciation on available-for-
sale securities
-
-
-
-
-
-
12,952
-
12,952
Issuance of shares from equity-based awards
-
-
319,926
3
(1,087)
-
-
-
(1,084)
Open market common share repurchases
-
-
(609,613)
-
-
-
-
(6,061)
(6,061)
Employee receivables from sale of stock
-
-
-
-
3
44
-
-
47
Stock-based compensation
-
-
-
-
4,363
-
-
-
4,363
Adoption of ASU 2018-07
-
-
-
-
(238)
204
-
-
(34)
December 31, 2020
-
-
51,679,516
523
522,911
77,652
29,403
(6,061)
624,428
Net income
-
-
-
-
-
69,413
-
-
69,413
Change in unrealized depreciation of available-for-
sale securities
-
-
-
-
-
-
(7,490)
-
(7,490)
Change in unrealized loss on cash flow hedges
-
-
-
-
-
-
(424)
-
(424)
Issuance of shares from equity-based awards
-
-
300,886
3
(689)
-
-
-
(686)
Open market common share repurchases
-
-
(1,530,357)
-
-
-
-
(22,286)
(22,286)
Employee receivables from sale of stock
-
-
-
-
-
34
-
-
34
Stock-based compensation
-
-
-
-
4,584
-
-
-
4,584
December 31, 2021
-
$
-
50,450,045
$
526
$
526,806
$
147,099
$
21,489
$
(28,347)
$
667,573
See Notes to Consolidated Financial Statements78
Table of Contents
See Notes to Consolidated Financial Statements
74
CrossFirst Bankshares, Inc.
Consolidated Statements of Cash Flows
For the Year Ended December 31,
202020192018
(Dollars in thousands)
Operating Activities
Net income$12,601 $28,473 $19,590 
Items not requiring (providing) cash
Depreciation and amortization5,252 5,318 4,675 
Provision for loan losses56,700 29,900 13,500 
Accretion of discounts and amortization of premiums on securities6,084 5,568 5,340 
Equity based compensation4,363 4,725 4,604 
(Gain) loss on disposal of fixed assets101 101 (4)
Loss on sale of foreclosed assets1,156 4 0 
Gain on sale of loans(44)(207)(827)
Deferred income taxes(5,257)(3,486)(239)
Net increase in bank-owned life insurance(1,809)(1,878)(1,969)
Net realized gains on available-for-sale debt and equity securities(1,704)(1,049)(538)
Impairment of assets held for sale0 424 171 
Goodwill impairment7,397 0 0 
Dividends on Federal Home Loan Bank stock(983)(1,083)(975)
Changes in
Interest receivable(1,520)(1,624)(1,883)
Other assets(149)(3,618)(3,183)
Other liabilities(1,735)12,262 7,588 
Net cash provided by operating activities80,453 73,830 45,850 
Investing Activities
Net change in loans(640,029)(805,946)(1,066,483)
Purchases of available-for-sale securities(76,218)(233,116)(209,290)
Proceeds from maturities of available-for-sale securities142,057 75,478 47,157 
Proceeds from sale of available-for-sale securities31,810 100,907 183,987 
Proceeds from the sale of foreclosed assets1,045 0 0 
Purchase of premises and equipment(6,093)(850)(42,832)
Purchase of restricted equity securities(2,839)(2,792)(1,766)
Proceeds from the sale of fixed assets121 3,324 1,862 
Proceeds from sale of restricted equity securities5,556 1,121 2,919 
Net cash used in investing activities(544,590)(861,874)(1,084,446)
Financing Activities
Net increase in demand deposits, savings, NOW and money market accounts967,245 485,593 646,634 
Net increase (decrease) in time deposits(196,264)230,069 258,099 
Net increase (decrease) in fed funds purchased and repurchase agreements(12,615)(60,485)36,784 
Proceeds from Federal Home Loan Bank advances138,000 105,000 43,000 
Repayment of Federal Home Loan Bank advances(203,643)(59,242)(24,230)
Net repayments of Federal Home Loan Bank line of credit0 0 (25,000)
Retirement of preferred stock0 (30,000)0 
Issuance of common shares, net of issuance cost3 88,324 203,848 
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Operating Activities
Net income
$
69,413
$
12,601
$
28,473
Items not requiring (providing) cash
Depreciation and amortization
5,260
5,252
5,318
Provision for loan losses
(4,000)
56,700
29,900
Accretion of discounts and amortization of premiums on securities
5,067
6,084
5,568
Equity based compensation
4,584
4,363
4,725
(Gain) loss on disposal of fixed assets
(123)
101
101
Loss on sale of foreclosed assets and related impairments
572
1,156
4
Gain on sale of loans
0
(44)
(207)
Deferred income taxes
2,664
(5,257)
(3,486)
Net increase in bank owned life insurance
(3,483)
(1,809)
(1,878)
Net gains (losses) on equity securities
6,325
(46)
(62)
Net realized gains on available-for-sale securities
(1,023)
(1,704)
(987)
Impairment of assets held for sale
-
0
424
Goodwill impairment
0
7,397
0
Dividends on FHLB stock
(679)
(983)
(1,083)
Prepayment penalties on extinguishment of debt
771
0
0
Changes in
Interest receivable
1,213
(1,520)
(1,624)
Other assets
(533)
(103)
(3,618)
Other liabilities
2,343
(1,735)
12,262
Net cash provided by operating activities
88,371
80,453
73,830
Investing Activities
Net change in loans
172,764
(640,029)
(805,946)
Purchases of available-for-sale and equity securities
(225,719)
(76,218)
(233,116)
Proceeds from maturities of available-for-sale securities
103,488
142,057
75,478
Proceeds from sale of available-for-sale and equity securities
20,867
31,810
100,907
Proceeds from the sale of foreclosed assets
628
1,045
0
Purchase of premises and equipment
(1,211)
(6,093)
(850)
Proceeds from the sale of premises and equipment and related insurance
claims
608
121
3,324
Purchase of restricted equity securities
0
(2,839)
(2,792)
Proceeds from sale of restricted equity securities
4,295
5,556
1,121
Proceeds from death benefit on bank owned life insurance
3,483
0
0
Net cash provided by (used in) investing activities
79,203
(544,590)
(861,874)
Financing Activities
Net increase in demand deposits, savings, NOW and money market accounts
407,952
967,245
485,593
Net increase (decrease) in time deposits
(419,095)
(196,264)
230,069
Net decrease in fed funds purchased and repurchase agreements
(2,306)
(12,615)
(60,485)
Proceeds from Federal Home Loan Bank advances
0
138,000
105,000
Repayment of Federal Home Loan Bank advances
(57,271)
(203,643)
(59,242)
Retirement of preferred stock
0
0
(30,000)
Issuance of common shares, net of issuance cost
3
3
88,324
Proceeds from employee stock purchase plan
172
151
547
Repurchase of common stock
(22,286)
(6,061)
(155)
Acquisition of common stock for tax withholding obligations
(860)
(1,236)
(245)
Net decrease in employee receivables
34
47
117
Dividends paid on preferred stock
0
0
(700)
See Notes to Consolidated Financial Statements79
Table of Contents
See Notes to Consolidated Financial Statements
75
For the Year Ended December 31,
2021
2020
2019
Net cash provided by (used in) financing activities
(93,657)
685,627
758,823
Increase (Decrease) in Cash and Cash Equivalents
73,917
221,490
(29,221)
Cash and Cash Equivalents, Beginning of Period
408,810
187,320
216,541
Cash and Cash Equivalents, End of Period
$
482,727
$
408,810
$
187,320
Supplemental Cash Flows Information
For the Year Ended December 31,
202020192018
(Dollars in thousands)
Proceeds from employee stock purchase plan151 547 367 
Repurchase of common stock(6,061)(155)(11,024)
Acquisition of common stock for tax withholding obligations(1,236)(245)(2,132)
Net decrease in employee receivables47 117 71 
Dividends paid on preferred stock0 (700)(2,100)
Net cash provided by financing activities685,627 758,823 1,124,317 
Increase (Decrease) in Cash and Cash Equivalents221,490 (29,221)85,721 
Cash and Cash Equivalents, Beginning of Period187,320 216,541 130,820 
Cash and Cash Equivalents, End of Period$408,810 $187,320 $216,541 
Supplemental Cash Flows Information
Interest paid$45,619 $73,057 $45,414 
Income taxes paid (received)9,692 (29)29 
Equity interest assumed in partial satisfaction of loan11,189 0 0 
Foreclosed assets in settlement of loans930 3,619 0 
Dividends declared and unpaid on preferred stock$0 $0 $525 


Interest paid
$
25,287
$
45,619
$
73,057
Income taxes paid (received)
12,554
9,692
(29)
Equity interest assumed in partial satisfaction of loans
0
11,189
0
Foreclosed assets in settlement of loans
$
0
$
930
$
3,619
See Notes to Consolidated Financial Statements80
Table of Contents
76
CrossFirst Bankshares, Inc.
Notes to Consolidated Financial Statements
Note 1:
Nature of Operations and Summary of Significant Accounting Policies
Organization and Nature of Operations
CrossFirst
Bankshares, Inc. (consolidated) (the “Company”), a Kansas corporation,
is a bank holding company whose principal activities are the ownership and
management of its wholly-owned subsidiaries,wholly owned subsidiary, CrossFirst Bank (a
subsidiary of CrossFirst Bankshares, Inc.) (the “Bank”) and CFSA, LLC (a subsidiary of CrossFirst Bankshares, Inc.) (“CFSA”), which holds title to certain assets. .
The Bank has three wholly-ownedwholly owned subsidiaries: (i)
CrossFirst Investments, Inc. holds investments in marketable securities; (ii)
CFBSA I, LLC holdsthat can hold foreclosed assets; and (iii) CFBSA II, LLC holdsthat can hold foreclosed
assets. The Company was in the process of dissolving CFSA at December 31, 2020 and it will cease being a subsidiary of the Company in 2021.
The Bank is primarily engaged in providing a full range of banking and financial
services to individual and corporate customers through its branches in: (i) Leawood,
Kansas; (ii) Wichita, Kansas; (iii) Kansas City, Missouri; (iv) Oklahoma City, Oklahoma;
(v) Tulsa, Oklahoma; (vi) Dallas, Texas; and (vii) Frisco, Texas. Texas;
and (viii) Phoenix,
Arizona.
The Bank is subject to competition from other financial institutions and the regulation
of certain federal and state agencies and undergoes periodic examinations by
those regulatory authorities.
Basis of Presentation
The Company’s accounting and reporting policies conform to accounting
principles generally accepted in the United States (“GAAP”). The consolidated financial
statements include the accounts of the Company; the Bank and its wholly-owned subsidiary,wholl
y-owned subsidiaries, CrossFirst Investments, Inc., CFBSA I, LLC and CFBSA II, LLC and CFSA.LLC. All significant
intercompany accounts and transactions were eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant
change relate to the determination of the allowance
for loan losses, valuation of deferred tax assets, other-than-temporary impairments
(“OTTI”), stock based compensation, derivatives, and fair values of financial
instruments.
Change in Presentation Due to Stock Split
On December 18, 2018, the Company announced a 2-for-1 stock split, effected in the form of a dividend, effective December 21, 2018. Share data and per share data were retroactively adjusted for the periods presented to reflect the change in capital structure.
Change
Changes in Accounting Principle
On January 1, 2020,December 31, 2021, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2017-04,2018-15, Intangibles—
Goodwill and Other (Topic 350)Other—Internal-Use Software (Subtopic 350-40): Simplifying
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a
Service Contract in the Test for Goodwill Impairment,current period of adoption, which was applied
on a prospective basis. A description of the nature and reason for the change in accounting principle is
provided below in the recent accounting pronouncements section.
On January 1, 2020, the Company adopted FASB ASU 2019-12, Simplifying the Accounting for Income Taxes, which was applied as of the adoption date. A description of the nature and reason for the change in accounting principle is provided below in the recent accounting pronouncements section.
Changes Affecting Comparability
For the year ended December 31, 2020, the Company consolidated “equipment costs, other asset depreciation and amortization” into “other noninterest expense” within the Consolidated Statements of Income. In addition,2021, the Company broke out “foreclosed assets, net”
“gains (losses), net on equity securities” that was previously consolidated.reported
in other non-interest income. As a
result, changes within the Consolidated Statements of Income in the prior periods were
made to conform to the current period presentation. The changes: (i) consolidate lower balance line items or (ii) provide change provides
additional
detail about the Company’s operations. The changes had no impact on net income.
81
Table of Contents
During 2020, the Company changed loans individually evaluated for impairment. A discussion regarding this change is provided in Note 4: Loans and Allowance for Loan Losses. The Company separated substandard loans into performing and nonperforming categories that were previously consolidated within the loan footnote disclosures. The new approach provided a better estimate of potential losses inherent in the substandard portfolio. The change in disclosure did not impact the Company's impaired loan information at December 31, 2019 or ALLL information forFor the year ended December 31, 2019 as presented in Note 4: Loans and Allowance for Loan Losses.
Beginning in 2020,2021, the Company consolidated
the “Other” line item previously included in stockholders’ equity“Goodwill and other intangible assets, net” into retained earnings“other assets” within the Consolidated
Balance Sheets and the Consolidated Statements of Stockholders’ Equity.
Sheets. The consolidation was made due to the immateriality of the “Other” line item.remaining intangible
assets. The change had no impact on net income or total stockholders’ equity.income.
During 2020, the Company moved “equity securities” from the “available-for-sale securities - taxable” into “other assets.” The equity securities were moved from “available-for-sale securities” to “equity securities” in Note 19: Disclosure about Fair Value
77
Operating Segments
An operating segment is a component of an entity that has separate financial
information related to its business activities and is reviewed by the chief operating
decision
maker on a regular basis to allocate resources and assess performance. The Company identifies the
following markets as operating segments: (i) Kansas City, Missouri and
Leawood, Kansas; (ii) Wichita, Kansas; (iii) Oklahoma City, Oklahoma; (iv) Tulsa, Oklahoma; (v)
Energy bank; and (vi) Dallas and Frisco, Texas. Texas;
and (vii) Phoenix, Arizona.
These markets provide similar products and services using a similar process to a similar customer
base. Our products and services include, but are not limited to, loans;
checking and savings accounts; time deposits and credit cards. Loan
products include commercial, real estate, consumer, and Small Business Administration (“SBA”) lending.
The regulatory environment is the same for the markets as well. The chief operating decision maker
monitors the revenue and costs of the markets; however, operations
are
managed, including allocation of resources, and financial performance
is evaluated on a Company-wide basis. As a result, the markets are aggregated into
1
reportable
segment.
Cash Equivalents
The Company considers all liquid investments with original maturities of three
months or less to be cash equivalents. At December 31, 2020,2021, cash equivalents consisted
primarily of both interest-bearing and noninterest bearing accounts with other
banks. Approximately $319 $
417
million of the Company’s cash and cash equivalents were held at the
Federal Reserve Bank of Kansas City at December 31, 2020.2021. The Company is required
to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The
reserve required at December 31, 20202021 was $0.$
0
. In addition, the Company is required from time to time to place cash collateral with a third party
parties as part of its back-to-back
swap agreements.agreements and cash flow hedges. At December 31, 2020, $32 2021, $
17
million was required as cash collateral. At December 31, 2020,2021, the Company’s cash accounts, excluding
funds at the Federal Reserve Bank and funds required as cash collateral, exceeded
federally insured limits by $44 $
35
million.
Securities
Debt securities for which the Company has no immediate plan to sell but which
may be sold in the future, are classified as available-for-sale (“AFS”) and recorded at
fair value, with unrealized gains and losses excluded from earnings and
reported in other comprehensive income. Purchase premiums and
discounts are recognized in interest
income using the interest method over the terms of the securities. Gains and losses on
the sale of debt securities are recorded on the trade date and are determined
using the
specific identification method.
Equity securities for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses included
in earnings. Gains and losses on the sale of equity securities are recorded on
the
trade date and are determined using the specific identification method.
During the period ended December 31, 2020, the Company received an equity security as part of a restructured loan. The Company elected a measurement alternative for thetwo equity investment since it
s
that did not have a readily determinable fair value and did not qualify for the practical
expedient to estimate fair value using the net asset value per share. A cost basis was calculated for the equity investment.investments. The recorded balance will adjust for any impairment
or adjusted for any observable price changes for an identical or similar investment of
the same issuer.
The Company routinely conducts periodic reviews to identify and
evaluate each investmentdebt security to determine whether an OTTI has occurred. For available-for-sale
securities that management has no intent to sell and believes that it more
likely than not will not be required to sell prior to recovery, only the credit loss component
of the
impairment is recognized in earnings, while the noncredit loss is recognized in
accumulated other comprehensive income. The credit loss component recognized
in earnings is
identified as the amount of principal cash flows not expected to be received
over the remaining term of the security as projected based on cash flow projections.
82
Loans
Loans that management has the intent and ability to hold for the foreseeable
future or until maturity or payoff are reported at their outstanding principal
balances
adjusted for unearned income, charge-offs, the allowance for loan losses, any
unamortized deferred fees or costs on originated loans and unamortized premiums or discounts
on purchased loans.
For loans amortized at cost, interest income is accrued based on the unpaid
principal balance. Loan origination fees, net of certain direct origination
costs, as well as
premiums and discounts, are deferred and amortized as a level yield adjustment
over the respective term of the loan.
78
Nonperforming Loans
Nonperforming loans are loans for which we do not accrue interest income. The accrual
of interest on mortgage and commercial loans is discontinued at the time the
loan is 90 days past due unless the credit is well secured and in process of collection. A credit is considered well secured if it is secured by collateral in the form of liens or
pledges of real or personal property, including securities, that have a realizable
value sufficient to discharge the debt (including accrued interest) in
full or is secured by the
guaranty of a financially responsible party. A debt is in the process of collection if collection of the debt is proceeding in due course either through legal action,
including
enforcement procedures, or in appropriate circumstances, through
collection efforts not involving legal action which are reasonably expected to result in
repayment of the debt
or in its restoration to a current status. Past due status is based on contractual
terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date,
if
collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual
or charged off are reversed against interest income. The interest on these loans is accounted
for on the cash basis or cost recovery method, until qualifying for return to
accrual. When payments are received on nonaccrual loans, payments are applied to principal
unless
there is a clear indication that the quality of the loan has improved to the point that
it can be placed back on accrual status. Loans are returned to accrual status when all the
principal and interest amounts contractually due are brought current
and future payments are reasonably assured.
Allowance
for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred
through a provision for loan losses charged to income. Loan losses are charged
against the allowance when management believes the loan balance is not collectible.
Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management
and is based upon management’s periodic review of its ability to collect the loans in
light
of historical
experience, the nature and volume of the loan portfolio, adverse situations that may affect
the borrower’s ability to repay, estimated value of any underlying
collateral and prevailing economic conditions. This evaluation is inherently subjective
as it requires estimates that are susceptible to significant revision as more information
becomes available.
The allowance consists of allocated and general components. The allocated component
relates to loans that are individually classified as impaired. For those loans that
are classified as impaired, an allowance is established when the discounted
cash flows (or collateral value or observable market price) of the impaired loan is lower
than the
carrying value of that loan. The general component covers the remaining pool of
loans and is based on historical charge-off experience and expected loss given
default derived
from the Company’s internal risk rating process. Other adjustments may be made
to the allowance for pools of loans after an assessment of internal or external
influences on
credit quality that are not fully reflected in the historical loss or risk rating data.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable
to collect the scheduled payments of
principal or interest when due according to the contractual terms of the
loan agreement. Factors considered by management in determining
impairment include payment status,
collateral value and the probability of collecting scheduled principal
and interest payments when due. Loans that experience insignificant payment delays and
payment
shortfalls generally are not classified as impaired. Management determines
the significance of payment delays and payment shortfalls on a case-by-case basis, taking
into
consideration all of the circumstances surrounding the loan and the borrower, including
the length of the delay, the reasons for the delay, the borrower’s prior payment record
and the amount of the shortfall in relation to the principal and interest owed.
Impairment is measured on an individual loan basis by either the present value of expected future
cash flows discounted at the loan’s effective interest rate, the loan’s obtainable
market price or the fair value of the collateral, if the loan is collateral dependent.
Groups of loans with similar risk characteristics are collectively evaluated for impairment
based on the group’s historical loss experience adjusted for changes
in trends,
conditions and other relevant factors that affect repayment of the loans.
83
79
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation. Depreciation
is charged to expense using the straight-line method over the estimated useful lives of
the assets. Leasehold improvements are capitalized and depreciated using
the straight-line method over the terms of the respective leases or the estimated useful lives
of the
improvements, whichever is shorter. Expected terms include lease option periods
to the extent that the exercise of such options is reasonably assured.
The estimated useful lives for each major depreciable classification of premises and
equipment are as follows:
Buildings and improvements35 - 40 years
Leasehold improvements5 - 15 years
Furniture and fixtures5 - 7 years
Equipment3 - 5 years
Buildings and improvements
35
-
40
years
Leasehold improvements
5
-
15
years
Furniture and fixtures
5
-
7
years
Equipment
3
-
5
years
Long-Lived Asset Impairment
The Company evaluates the recoverability of the carrying value of long-lived
assets whenever events or circumstances indicate the carrying amount may not
be
recoverable. If a long-lived asset is tested for recoverability and the undiscounted
estimated future cash flows expected to result from the use and eventual disposition of
the
asset is less than the carrying amount of the asset, the asset cost is adjusted to
fair value and an impairment loss is recognized as the amount by which the carrying
amount of a
long-lived asset exceeds its fair value.
Restricted Equity Securities
Restricted equity securities include investments in FHLB Topeka and Bankers’ Bank of Kansas and Bankers Bank stock.Kansas. FHLB Topeka is a Federal Home Loan Bank and its stock is a required
investment for institutions that are members of the Federal Home Loan System. The required
investment in the common stock is based on a predetermined formula. The
Bankers’ Bank of Kansas and Bankers Bank areis a correspondent banksbank located in Wichita, Kansas and Oklahoma City, Oklahoma, respectively. Each of these investmentsthe investment is carried at cost and evaluated for impairment.
Bank-Owned Life Insurance
The Company has purchased life insurance policies on certain key employees
that are accounted for under the fair value method. Bank-owned life insurance
is recorded
at the amount that can be realized under the insurance contract at the balance sheet
date, which is the cash surrender value. Changes in cash surrender value are recorded
in
earnings in the period in which the changes occur.
Foreclosed Assets Held-for-Sale
Assets acquired through, or in lieu of, loan foreclosure are held-for-sale and are initially
recorded at fair value less cost to sell at the date of foreclosure, establishing a
new cost basis. Subsequent to foreclosure, valuations are periodically performed
by management and the assets are carried at the lower of carrying amount
or fair value less
cost to sell. Revenue and expenses from operations and changes in the valuation
allowance are included in net income or expenses from foreclosed assets.
Goodwill
Goodwill was evaluated annually for impairment or more frequently
if impairment indicators were present. A qualitative assessment was performed to determine
whether the existence of events or circumstances led to a determination
that it was more likely than not the fair value was less than the carrying
amount, including goodwill. If,
based on the evaluation, it was determined to be more likely than not that the fair value
was less than the carrying value, then goodwill was tested further for impairment. If
the
implied fair value of goodwill was lower than its carrying amount, a goodwill impairment
was indicated and goodwill was written down to its implied fair value.
80
Core Deposit Intangible
The core deposit intangible represents the identified intangible asset relating to
the deposit relationships acquired in past business combinations. The value of the core
deposit intangible is based primarily upon the expected future benefits
of earnings capacity attributable to those deposits.
Related Party Transactions
The Company extends credit and receives deposits from related parties. In management’s
opinion, the loans and deposits were made in the ordinary course of business
and made on similar terms as those prevailing at the time with other persons. Related party
loans totaled $16 $
8
million and $
16
million at both December 31, 20202021 and 2019.2020,
respectively. Related party deposits totaled $55 $
74
million and $66 $
55
million at December 31, 2021 and 2020, and 2019, respectively.
84
Stock-Based Compensation
The Company accounts for all stock-based compensation transactions in
accordance with Accounting Standard Codification (“ASC”) 718, Compensation - Stock
Compensation, which requires that stock compensation transactions be
recognized as compensation expense in the consolidated statement of income and other comprehensive
income based on their fair values
on the measurement date. The Company recognizes forfeitures as they occur. New shares
are issued upon exercise of an award. The Company records permanent tax
differences through the income tax provision upon vesting or exercise
of a stock-based award. The various stock-based compensation plans are described more
fully in
Note
16: Stock-Based Compensation
.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been
surrendered. Control over transferred assets is deemed to be surrendered
when: (i) the assets have been isolated from the Company and put presumptively beyond
the reach of the transferor and its creditors, even in bankruptcy or other receivership;
(ii) the transferee obtains the right (free of conditions that constrain it from
taking advantage of that right) to pledge or exchange the transferred assets; and (iii) the Company
does not maintain effective control over the transferred assets through
an agreement to repurchase them before their maturity or the ability to unilaterally cause
the holder to
return specific assets.
Income Taxes
The Company accounts for income taxes in accordance with income
tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in
two components of income tax expense: (i) current; and (ii) deferred. Current
income tax expense reflects taxes to be paid or refunded for the current period by applying
the
provisions of the enacted tax law to the taxable income or excess of deductions
over revenues. The Company determines deferred income taxes using the liability or
balance
sheet method. Under this method, the net deferred tax asset or liability is based on
the tax effects of the differences between the book and tax bases of assets and liabilities and
enacted changes in tax rates and laws are recognized in the period in which they occur.
Deferred income tax expense results from changes in deferred tax assets and liabilities between
periods. Deferred tax assets are recognized if it is more likely than not,
based on the technical merits, that the tax position will be realized or sustained upon
examination. The term, more likely than not, means a likelihood of more than 50 percent;
the terms examined and upon examination also include resolution of the
related appeals or litigation processes, if any. A tax position that meets the more likely than not
recognition threshold is initially and subsequently measured as the largest amount
of tax benefit that has a greater than 50 percent likelihood of being realized upon
settlement
with a taxing authority that has full knowledge of all relevant information. The determination
of whether or not a tax position has met the more likely than not recognition
threshold considers the facts, circumstances and information available
at the reporting date and is subject to management’s judgment. Deferred tax
assets are reduced by a
valuation allowance if, based on the weight of evidence available, it is more
likely than not that some portion or all of a deferred tax asset will not be realized.
The Company recognizes interest and penalties on income taxes as a component
of income tax expense. The Company files consolidated income tax returns with its
subsidiaries. Due to the carry forward of federal net operating losses, all prior
years remain subject to examination by federal tax authorities.
81
Earnings Per Share
Basic earnings per share represent net income available to common stockholders
divided by the weighted average number of common shares outstanding during
each
period. Diluted earnings per share reflect additional potential shares that would
have been outstanding if dilutive potential common stock had been issued, as well as any
adjustment to income that would result from the assumed issuance. Potential common
stock that may be issued by the Company is determined using the treasury stock method.
Fair Values of Financial Instruments
The Company follows the applicable accounting guidance for fair value measurements
and disclosures for all applicable financial and nonfinancial assets and liabilities.
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value,
establishes a framework for measuring fair value under GAAP and enhances disclosures
about fair value measurements. The Company values financial instruments based
upon quoted market prices, where available. If market prices are not
available, fair value is
based on pricing models that use available information including
quoted prices for similar assets or liabilities in active markets, market indicators,
and industry and economic
events. Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive
income, net of applicable income taxes. Other comprehensive income includes
unrealized
appreciation (depreciation) on available-for-sale securities.securities and
cash flow hedges.
85
Derivative Financial Instruments
ASC 815, Derivatives and Hedging, provides the disclosure requirements
for derivatives and hedging activities with the intent to provide users of
financial statements
with an enhanced understanding of: (i) how and why an entity uses derivative
instruments; (ii) how the entity accounts for derivative instruments and related hedged
items; and
(iii) how derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. Further, qualitative disclosures
are
required that explain the Company’s objectives and strategies for using derivatives,
as well as quantitative disclosures about the fair value of and gains and losses on
derivative
instruments, and disclosures about
credit risk related contingent features in derivative instruments.
As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the
fair value of derivatives depends on
the intended use of the derivative, whether the Company has elected to designate
a derivative in a hedging relationship and apply hedge accounting and whether
the hedging
relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives
designated and qualifying as a hedge of the exposure to changes in the fair value
of an
asset, liability, or firm commitment attributable to a particular risk, such as interest
rate risk, are considered fair value hedges. Derivatives designated and qualifying
as a hedge
of the exposure to variability in expected future cash flows, or other types of forecasted
transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally
provides
for the matching of the timing of gain or loss recognition on the hedging
instrument with the recognition of the changes in the fair value of the hedged asset or liability
that are
attributable to the hedged risk in a fair value hedge or the earnings effect of
the hedged forecasted transactions in a cash flow hedge.
In accordance with the Financial Accounting Standards Board's (“FASB”) fair value measurement guidance in ASU 2011-04, the Company made an accounting
policy
election to measure the credit risk of its derivative financial instruments that
are subject to master netting agreements on a net basis by counter-party
portfolio.
Initial Public Offering
On August 19, 2019, the Company completed its initial public offering (“IPO”) of common shares. The Company issued and sold 5,750,000 common shares at a public offering price of $14.50 per share. After deducting the underwriting discounts and offering expenses, the Company received total net proceeds of $76 million from the IPO. In addition, certain selling stockholders participated in the offering and sold an aggregate of 1,261,589 common shares at a public offering price of $14.50 per share. The Company did not receive any proceeds from the sales of shares by the selling stockholders.
On September 17, 2019, the underwriters partially exercised their option to purchase additional shares. The Company issued and sold 844,362 common shares at a public offering price of $14.50 per share. After deducting the underwriting discounts and offering expenses, the Company received total net proceeds of $11 million.
Emerging Growth Company (“EGC”)
The Company is currently an EGC. An EGC may take advantage of reduced reporting requirements and is relieved of
certain other significant requirements that are
otherwise generally applicable to public companies. Among the reductions and reliefs, the Company elected to extend the transition
period for complying with new or revised
accounting standards affecting public companies. This means that the financial statements
the Company files or furnishes, will not be subject to all new or revised
accounting
standards generally applicable to public companies for the transition period for so
long as the Company remains an EGC or until the Company affirmatively and irrevocably
opts out of the extended transition period under the JOBS Act.
82
Coronavirus Aid, Relief, and
Economic Security Act (“CARES
Act”)
The CARES Act and extended by the Consolidated Appropriations Act of 2021 allowed financial institutions to elect not to consider whether loan modifications relating
to the COVID-19 pandemic that they make between March 1, 2020
and December 31, 2020 are2021 were troubled debt restructurings (“TDRs”), which require
required additional disclosures.
The relief can bewas applied to modifications of loans to borrowers that were not more
than 30 days past due as of December 31, 2019.2019 and were impacted by COVID-19. The
Company elected to apply the guidance during the first quarter of 2020. The review of
loans that met the criteria was overseen by the Office of the Chief Credit Officer and his
team.
Extension of TDR Relief in the Consolidated Appropriations Act, 2021
On December 27, 2020 the Consolidated Appropriations Act, 2021 was signed into law, which extended the period during which the Company may elect not to consider whether loan modifications relating to the COVID-19 pandemic are TDRs through January 2, 2022. The Company elected to apply the guidance.
Recent Accounting Pronouncements
The following ASUs represent changes to current accounting guidance that will be adopted in future years:
86
Standard
Anticipated Date of Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2020-05
Revenue from
Contracts with
Customers (Topic
606) and Leases
(Topic 842):
Effective Dates for
Certain Entities
Effective immediately, but
included here for information
purposes as it relates to the ASU
listed in the “description” section.
Amended the mandatory effective
date for ASU 2016-02 (Leases).
The amended dates were incorporated
into the “anticipated date of adoption”
section for the appropriate ASU
below.
No expected impact to the financial statements, but delays certain ASUs for
private companies, and EGCs that elected to use the private company
effective dates for new or revised accounting standards.
If the Company loses its EGC status during the fiscal year, the Company
would be required to review all ASUs as a Public Business Entity (“PBE”)
and adopt any ASU effective for PBEs as of the first day of that year.
ASU 2019-10
Financial
Instruments-Credit
Losses (Topic 326),
Derivatives and
Hedging (Topic
815), and Leases
(Topic 842):
Effective Dates
Effective immediately, but
included here for informational
purposes as it relates to the ASU
listed in the “description” section.
Amended the mandatory effective
dates for all entities related to: (i)
credit losses - ASU 2016-13; (ii)
goodwill - ASU 2017-04; (iii) leases -
ASU 2016-02; and (iv) hedging - ASU
2017-12
The amended dates were incorporated
into the “anticipated date of adoption”
section for the appropriate ASU
below.
No expected impact to the financial statements, but delays certain ASUs for
private companies, smaller reporting companies and EGCs that elected to
use the private company effective dates for new or revised accounting
standards.
If a company loses its EGC status during the fiscal year, the company
would be required to review all ASUs as a PBE and adopt any ASU
effective for PBEs as of the first day of that year.
StandardAnticipated Date of AdoptionDescriptionEffect on Financial Statements or Other Significant Matters
ASU 2020-05

Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities		Effective immediately, but included here for information purposes as it relates to the ASU listed in the “description” section.Amended the mandatory effective date for ASU 2016-02 (Leases).

The amended dates were incorporated into the “anticipated date of adoption” section for the appropriate ASU below.		No expected impact to the financial statements, but delays certain ASUs for private companies, and EGCs that elected to use the private company effective dates for new or revised accounting standards.

If the Company loses its EGC status during the fiscal year, the Company would be required to review all ASUs as a Public Business Entity (“PBE”) and adopt any ASU effective for PBEs as of the first day of that year.
ASU 2019-10

Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates
Effective immediately, but included here for informational purposes as it relates to the ASU listed in the “description” section.
Amended the mandatory effective dates for all entities related to: (i) credit losses - ASU 2016-13; (ii) goodwill - ASU 2017-04; (iii) leases - ASU 2016-02; and (iv) hedging - ASU 2017-12

The amended dates were incorporated into the “anticipated date of adoption” section for the appropriate ASU below.
No expected impact to the financial statements, but delays certain ASUs for private companies, smaller reporting companies and EGCs that elected to use the private company effective dates for new or revised accounting standards.

If a company loses its EGC status during the fiscal year, the company would be required to review all ASUs as a PBE and adopt any ASU effective for PBEs as of the first day of that year.
ASU 2018-15

Intangibles-Goodwill and Other-Internal-Use Software
ASU 2018-15 will be effective for the Company on December 31, 2021.

Early adoption is permitted including adoption in any interim period. The amendments will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.
Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software.
The Company plans to use the guidance on a prospective basis.

At this time, an estimate of the impact to the Company’s financial statements is not known, but may increase our intangible asset balance and create an amortization period for costs previously expensed immediately.

ASU 2016-13

Financial Instruments-Credit Losses
If the Company maintains its EGC status, the Company is not required to implement this standard until January 2023.

The Company will monitor the progress and the requirements related to adoption.		Requires an entity to utilize a new impairment model known as the current expected credit loss model to estimate its lifetime expected credit loss and record an allowance that, when deducted from amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.
The Company established a committee of individuals from applicable departments to oversee the implementation process. The Company completed the third party software implementation phase that included data capture and portfolio segmentation amongst other items.

The Company completed parallel runs in 2019. During the period ended December 31, 2020, the Company continued to perform parallel runs using 2020 data and continued to recalibrate inputs as necessary. The Company is evaluating the internal control changes that will be necessary to transition to the third-party platform.

At this time, an estimate of the impact cannot be established as the Company continues to evaluate the inputs into the model. The actual impact could be significantly affected by the composition, characteristics, and quality of the underlying loan portfolio at the time of adoption.
83
87
Standard
Anticipated Date of Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2019-04
Codification
Improvements to
Topic 326,
Financial
Instruments -
Credit Losses,
Topic 815,
Derivatives and
Hedging, and
Topic 825,
Financial
Instruments
Updates related to ASU 2016-13
are effective at the same time as
ASU 2016-13.
Provided an election to measure
separately or not measure an
allowance for credit losses ("ACL")
for accrued interest receivable.
Provided an election to write-off
uncollectible interest as a reversal of
interest income or a charge against the
ACL or a combination of both.
Clarified that recoveries, including
recoveries of amounts expected to be
written off and those previously
written off, should be incorporated
within the estimation of the ACL.
Clarified that contractual extensions
or renewal options that are not
unconditionally cancellable by the
lender are considered when
determining the contractual term over
which expected credit losses are
measured.
The Company elected to exclude accrued interest receivable from
the ACL.
The Company has existing practices in place for the timely write-off of
uncollectable accrued interest receivable. The Company plans to adjust the
historical loss information to reflect the amount of accrued interest that
would have been charged off if the entity had not applied a nonaccrual
accounting policy.
The Company elected to reverse interest income when accrued interest
receivable is written off, which is similar to past accounting practice.
Additional information regarding the Company's transition to ASU 2016-13
is provided below.
StandardAnticipated Date of AdoptionDescriptionEffect on Financial Statements or Other Significant Matters
ASU 2016-02

Leases (Topic 842)
The Company expects to implement this standard on January 1, 2022, unless the Company loses its EGC status during 2021. If EGC status changes, the Company would therefore be required to implement the ASU as of the beginning of 2021.
Requires lessees and lessors to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements.

The update requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach with the option to elect certain practical expedients.

The update will also increase disclosures around leases, including qualitative and specific quantitative measures.
The Company expects to apply the update as of the beginning of the period of adoption and the Company does not plan to restate comparative periods. The Company expects to elect certain optional practical expedients.

The Company gathered all potential lease and embedded lease agreements and is evaluating the applicability and impact to the financial statements.

The Company’s current operating leases relate primarily to five branch locations. Based on the current leases, the Company anticipates recognizing a lease liability and related right-to-use asset on its balance sheet, with an immaterial impact to its income statement compared to the current lease accounting model. However, the ultimate impact of the standard will depend on the Company's lease portfolio as of the adoption date.
84
88
Standard
Anticipated Date of Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2016-13
Financial
Instruments-Credit
Losses
If the Company maintains its
EGC status, the Company is not
required to implement this
standard until January 2023.
The Company expects to adopt
this standard on January 1, 2022.
Requires an entity to utilize a new
impairment model known as the
current expected credit loss ("CECL")
model to estimate its lifetime expected
credit loss and record an allowance
that, when deducted from amortized
cost basis of the financial asset,
presents the net amount expected to be
collected on the financial asset.
The Company established a committee to formulate and oversee the
implementation process including selection, implementation and
testing of
third-party software.
The Company began parallel processing with the existing allowance for
loan losses model during the first quarter of 2019 recalibrating inputs as
necessary. The Company formulated changes to policies, procedures,
disclosures and internal controls that were necessary in order to transition
to
the new standard. A third-party completed validation of the completeness,
accuracy and reasonableness of the model in the fourth quarter of 2021.
The Company plans to use a loss-rate ("cohort") method to estimate the
expected allowance for credit losses ("ACL") for all loan pools. The Cohort
method identifies and captures the balance of a pool of loans with similar
risk characteristics, as of a particular point in time to form a cohort,
then
tracks the respective losses generated by that cohort of loans over their
remaining lives, or until the loans are “exhausted” (i.e.; have reached an
acceptable point in time at which a significant majority of all losses are
expected to have been recognized). The cohort method closely aligns with
the Company's incurred loss model. This allows the Company to take
advantages of the efficiencies of processes and procedures already in
practice.
The Company's loan categories will be similar to those used under the
current, incurred loss model, but will break out the Commercial loan
category into Commercial and Commercial lines of credit.
Upon adoption in 2022, a cumulative-effect adjustment, net of tax
for the
change in the ACL will be recognized in retained earnings.
These results include the adoption of a forecast based on several economic
assumptions, including unemployment rates and management judgments.
Adoption will not materially impact reporting for debt securities as the
Company does not currently own held-to-maturity debt securities within the
scope of ASU 2016-13.
Table of Contents
Accounting Guidance Adopted During Fiscal Years 2020, 2019, and 2018
StandardDate of AdoptionDescriptionEffect on Financial Statements or Other Significant Matters
ASU 2020-04:

Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
June 30, 2020The ASU provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The ASU only applies to transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments include:

(1) Optional expedients to contract modifications that allow the Company to adjust the effective interest rate of receivables and debt, account for lease modifications as a continuation of the existing lease, and remove the requirement to reassess its original conclusions for contract modifications about whether that contract contains an embedded derivative that is clearly and closely related to the economic characteristics and risks of the host contract under Subtopic 815-15, Derivatives and Hedging—Embedded Derivatives;

(2) Exceptions to the guidance in Topic 815 related to changes in the critical terms of a hedging relationship due to reference rate reform; and

(3) Optional expedients for cash flow and fair value hedges.
The Company had more than $1 billion in loans tied to LIBOR as of December 31, 2020.

The Company does not believe the adoption will have a material accounting impact on the Company’s consolidated financial position or results of operations. Additionally, LIBOR fallback language has been included in key loan provisions of new and renewed loans in preparation for transition from LIBOR to the new benchmark rate when such transition occurs. This standard is expected to ease the administrative burden in accounting for the future effects of reference rate reform.

The ASU allows the Company to recognize the modification related to LIBOR as a continuation of the old contract, rather than a cancellation of the old contract resulting in a write off of unamortized fees and creation of a new contract.
ASU 2019-12:

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
January 1, 2020

(Early Adoption)		The ASU simplifies the accounting for income taxes. Among other changes, the ASU:

(1) Removes the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items;

(2) Removes the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year;

(3) Requires an entity to recognize a franchise tax that is partially based on income as an income-based tax and account for any incremental amount incurred as a nonincome based tax; and

(4) Requires an entity to reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.		The amendments in the ASU did not have a material impact on the Company’s tax methodology, processes, or the Company’s financial statements.
85
89
Standard
Anticipated Date of Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2016-02
Leases (Topic 842)
The Company expects to early
adopt this standard on January 1,
2022.
Requires lessees and lessors to
recognize lease assets and lease
liabilities on the balance sheet and
disclose key information about leasing
arrangements.
The update requires lessees and
lessors to recognize and measure
leases at the beginning of the earliest
period presented using a modified
retrospective approach with the option
to elect certain practical expedients.
The update will also increase
disclosures around leases, including
qualitative and specific quantitative
measures.
The Company expects to apply the update as of the beginning of the period
of adoption and the Company does not plan to restate comparative periods.
The Company expects to elect certain optional practical expedients.
The Company performed a search for all property leases and potential
embedded leases inside other third-party agreements, The Company's
review for embedded leases focused on third-party software as a service
("SAAS") agreements and determined if the Company had the right
to
control a specified asset over a period of time in exchange for
consideration.
The Company’s current operating leases relate primarily to five branch
locations.
The Company expects to record approximately $
27
million for the lease
liability and $
25
million for the right of use asset on its balance sheet, with
an immaterial impact to its income statement compared to the current lease
accounting model.
StandardDate of AdoptionDescriptionEffect on Financial Statements or Other Significant Matters
ASU 2018-13:

Fair Value Measurement (Topic 820): Disclosure Framework
January 1, 2020Improves the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information. The amendments modify certain disclosure requirements of fair value measurements in Topic 820, Fair Value Measurement.

Entities are no longer required to disclose transfers between Level 1 and Level 2 of the fair value hierarchy or qualitatively disclose the valuation process for Level 3 fair value measurements. The updated guidance requires disclosure of the changes in unrealized gains and losses for the period included in Other Comprehensive Income for recurring Level 3 fair value measurements. Entities are required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The additional provisions of the guidance should be adopted prospectively. The eliminated requirements should be adopted retrospectively.		The adoption did not have a material impact to the Company’s financial statements.

No transfers between Level 1 and Level 2 occurred in 2019 or 2020 and the Company did not have any recurring Level 3 fair value measurements that created an unrealized gain or loss in Other Comprehensive Income. In addition, the Company previously disclosed the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.
ASU 2017-04:

Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
January 1, 2020

(Early Adoption)		Eliminates Step 2 from the goodwill impairment test which required entities to compute the implied fair value of goodwill. An entity should perform an annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.On the date of adoption, there was no impact to the Company’s financial statements.

The Company’s process for evaluating goodwill impairment was modified to align with the elimination of Step 2. In the second quarter of 2020, the Company performed a Step 0 analysis then a Step 1 analysis and determined that goodwill was fully impaired.
ASU 2018-07:

Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting
January 2019

Early adoption
Expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees, excluding share-based payments used to effectively provide: (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers.

The amendments include: (i) grants are measured at grant-date fair value of the equity instruments; (ii) equity-classified nonemployee share-based payment awards are measured at the grant date;
(iii) performance based awards are measured based on the probability of satisfying the performance conditions and (iv) in general, non-employee share-based payment awards will continue to be subject to the requirements of ASC 718 unless modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instrument have been satisfied, and the nonemployee is no longer providing goods or services.
The Company had 216,960 stock-based awards to non-employees as of the implementation date, including 116,960 performance-based restricted stock units. The adoption of the ASU allowed the Company to: (i) set the fair market value of the non-employee awards as of the adoption date; and (ii) start to expense the performance-based restricted stock units based on the probability of satisfying the performance conditions.

Adoption of ASU 2018-07 required the Company to make a one time transfer of $2 million from retained earnings to additional paid in capital.

In addition, the Company recorded a $306 thousand deferred tax asset that was offset with retained earnings to account for the tax impact.

The Company will record forfeitures as they occur and base fair market values on the expected term, like the Company’s accounting for employee-based awards.
86
90
Accounting Guidance Adopted
During Fiscal Years 2021, 2020, and
2019
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other Significant
Matters
ASU 2021-06
Presentation of Financial
Statement (Topic 205), Financial
Services - Depository and
Lending (Topic 942), and
Financial Services - Investment
Companies (Topic 946) -
Amendments to SEC Paragraphs
Pursuant to SEC Final Rule
Releases No. 33-10786,
Amendments to Financial
Disclosures about Acquired and
Disposed Businesses, and No. 33-
10835, Update of Statistical
Disclosures for Bank and Savings
and Loan Registrants
Effective on
issuance
Applicable to
fiscal years
ending on or
after December
15, 2021
ASU adds or amends SEC paragraphs in the Accounting
Standards Codification that describe SEC guidance or
SEC staff views that the Financial Accounting Standards
Board includes as a convenience to Codification users.
SEC Release No. 33-10835; 34-89835; and File No. S7-
02-17, updated and codified the Statistical Disclosures
for Bank and Savings and Loan Registrants. The
amendments update and expand the disclosures that
registrants are required to provide, codify certain Guide
3 disclosure items and eliminate other Guide 3 disclosure
items that overlap with Commission rules or U.S.
Generally Accepted Accounting Principles. In addition,
the disclosure requirements were added to a new subpart
of Regulation S-K and rescinds Guide 3.
The ASU did not have a material impact on the Company's
consolidated financial statements, but impacted disclosure
requirements in the Company's Form 10-K, including:
- Distribution of assets, liabilities and stockholders' equity;
- Weighted average yield of each maturity category of debt
securities not carried at fair value through earnings;
- Maturity analysis of the loan portfolio;
- Certain credit ratios, including requiring the disclosure of
the allowance for loan losses to total loans, nonaccrual
loans to total loans, allowance for loan losses to
nonaccrual loans, and net charge-offs to average loans by
loan category;
- Allowance for loan losses by category; and
- average deposit rates paid and amount that are uninsured.
ASU 2021-04
Issuer’s Accounting for Certain
Modifications or Exchanges of
Freestanding Equity-Classified
Written Call Options
December 31,
2021
(early adopted
and is being
applied as of
January 1, 2021)
Clarifies and reduces diversity in an issuer's accounting
for modifications or exchanges of freestanding equity-
classified written call options that remain equity-
classified.
An issuer should measure the effect of a modification as
the difference between the fair value of the modified
warrant and the fair value of that warrant immediately
before modification.
The recognition of the modification depends on the
nature of the transaction in which a warrant is modified:
(i) Equity issuance - recorded as deferred costs of an
equity offering; (ii) Debt origination - recorded as a debt
discount if held by the lender or debt
issuance costs if
held by a third party; (iii) Debt modification - recorded
as a fee paid to or received from the creditor, if held by a
creditor, and as a third party cost if held by a third party;
and (iv) All other modifications - recorded as a dividend
that reduces retained earnings.
The Company had
113,500
warrants outstanding as of
December 31, 2021.
The amendments in the ASU did not have a material impact
on the Company's year-end or interim consolidated
financial statements.
ASU 2016-01:

Financial Instruments-Overall (Subtopic 825-10)
January 2019
Required equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income.

Emphasized the existing requirement to use exit prices to measure fair value for disclosure purposes and clarifies that entities should not make use of practicability exceptions in determining the fair value of loans.
The Company transferred $69 thousand from accumulated other comprehensive loss to retained earnings in January 2019.

There was no impact to the income statement on the adoption date.


ASU 2014-09:

Revenue from Contracts with Customers
January 2019
Amended guidance related to revenue from contracts with customers.

The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Replaced nearly all existing revenue recognition guidance, including industry specific guidance, established a new control based revenue recognition model, changed the basis for deciding when revenue is recognized over time or at a point in time, provided new and more detailed guidance on specific topics and expands and improves disclosures about revenue.

The accounting update did not materially impact the financial statements or recognition of revenues.

The update did not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other GAAP, which comprises a significant portion of the Company’s revenue stream.

In addition, the Company’s noninterest income is generated by customer transactions or through the passage of time and as a result the pattern or timing of income recognition was not impacted.
ASU 2018-02:

Income Statement Reporting Comprehensive Income (Topic 220)
February 2018, retrospectively applied to 2017
Allowed a reclassification from accumulated other
comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.
The Company recognized a reclassification totaling $1 million related to items in accumulated other comprehensive income.

ASU 2017-09:

Compensation -Stock Compensation (Topic 718): Scope of Modification Accounting
January 2018
Provides guidance about which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: (i) The fair value does not change as a result of the modification or the modification
does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification;
(ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

The adoption of ASU 2017-09 did not have a significant impact on the Company’s consolidated financial statements.
87
91
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2018-16
Derivative and Hedging (Topic
815) Inclusion of the Secured
Overnight Financing Rate
(SOFR) Overnight Index Swap
(OIS) Rate as a Benchmark
Interest Rate for Hedge
Accounting Purposes
December 31,
2021
(applied as of
January 1, 2021)
Permit use of the OIS rate based on
SOFR as a U.S. benchmark interest
rate for hedge accounting purposes
in addition to the UST, the LIBOR
swap rate, the OIS rate based on the
Fed Funds Effective Rate, and the
SIFMA Municipal Swap Rate.
The change will apply prospectively for qualifying new or redesignated
hedging
relationships entered into on or after the date of adoption.
The ASU did not have a material impact on the Company's year-end or interim
consolidated financial statements.
ASU 2018-15
Intangibles-Goodwill and Other-
Internal-Use Software
December 31,
2021
(applied as of
January 1, 2021)
Aligns the requirements for
capitalizing implementation costs
incurred in a hosting arrangement
that is a service contract with the
requirements for capitalizing
implementation costs incurred to
develop or obtain internal use
software.
The Company elected to apply the change in accounting principle prospectively.
A review of third-party, hosting arrangements, including software-as-a-service
("SaaS") arrangements, that were in the implementation stage was performed
in
2021 to ensure applicable implementation costs were capitalized and
will be
amortized over the service period.
SaaS arrangements are service contracts providing the Company with
the right
to access the cloud provider’s application software over the contract period. As
such the Company does not receive a software intangible asset at the contract
commencement date. A right to receive future access to the supplier’s software
does not, at the contract commencement date, give the customer the power to
obtain the future economic benefits flowing from the software itself and
to
restrict others’ access to those benefits
The ASU did not have a material impact on the Company's year-end or interim
consolidated financial statements. The Company's previous capitalization
policies were similar to the ASU requirements.
ASU 2017-12
Derivatives and Hedging (Topic
815) Targeted Improvements to
Accounting for Hedging Activities
December 31,
2021
(applied as of
January 1, 2021)
Simplifies and expands the eligible
hedging strategies for financial and
nonfinancial risks.
Enhances the
transparency of how hedging results
are presented and disclosed.
Provides partial relief on the timing
of certain aspects of hedge
documentation and eliminates the
requirement to recognize hedge
ineffectiveness separately in
earnings.
During the year ended December 31, 2021, the Company began entering
into
cash flow hedges. As of December 31, 2021, the total number of cash flow
hedges was 5 with an aggregate notional amount of $
100
million.
The amendments in the ASU did not have a material impact on the Company's
year-end or interim consolidated financial statements.
Table of Contents
88
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other
Significant Matters
ASU 2020-04:
Reference Rate Reform
(Topic 848): Facilitation of
the Effects of Reference Rate
Reform on Financial
Reporting
June 30, 2020
The ASU provides optional expedients and exceptions to contracts,
hedging relationships, and other transactions affected by reference
rate
reform if certain criteria are met.
The ASU only applies to transactions that reference LIBOR or another
reference rate expected to be discontinued because of reference rate
reform. The expedients and exceptions provided by the amendments do
not apply to contract modifications made and hedging relationships
entered into or evaluated after December 31, 2022, except for hedging
relationships existing as of December 31, 2022, that an entity has elected
certain optional expedients for and that are retained through the end of
the
hedging relationship. The amendments include:
(1) Optional expedients to contract modifications that allow the Company
to adjust the effective interest rate of receivables and debt, account for
lease modifications as a continuation of the existing lease, and remove the
requirement to reassess its original conclusions for contract modifications
about whether that contract contains an embedded derivative that is
clearly and closely related to the economic characteristics and risks of the
host contract under Subtopic 815-15, Derivatives and Hedging—
Embedded Derivatives;
(2) Exceptions to the guidance in Topic 815 related to changes in the
critical terms of a hedging relationship due to reference rate reform; and
(3) Optional expedients for cash flow and fair value hedges.
The Company had more than $
1
billion in loans
tied to LIBOR as of December 31, 2020.
The adoption did not have a material
accounting impact on the Company’s
consolidated financial position or results of
operations. Additionally, LIBOR fallback
language has been included in key loan
provisions of new and renewed loans in
preparation for transition from LIBOR to the
new benchmark rate when such transition
occurs. This standard is expected to ease the
administrative burden in accounting for the
future effects of reference rate reform.
The ASU allows the Company to recognize the
modification related to LIBOR as a
continuation of the old contract, rather than a
cancellation of the old contract resulting in a
write off of unamortized fees and creation of a
new contract.
ASU 2019-12:
Income Taxes (Topic 740):
Simplifying the Accounting
for Income Taxes
January 1, 2020
(Early Adoption)
The ASU simplifies the accounting for income taxes. Among other
changes, the ASU:
(1) Removes the exception to the incremental approach for intraperiod tax
allocation when there is a loss from continuing operations and income or
a gain from other items;
(2) Removes the exception to the general methodology for calculating
income taxes in an interim period when a year-to-date loss exceeds the
anticipated loss for the year;
(3) Requires an entity to recognize a franchise tax that is partially based
on income as an income-based tax and account for any incremental
amount incurred as a nonincome based tax; and
(4) Requires an entity to reflect the effect of an enacted change in tax laws
or rates in the annual effective tax rate computation in the interim period
that includes the enactment date.
The amendments in the ASU did not have a
material impact on the Company’s tax
methodology, processes, or the Company’s
financial statements.
89
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other
Significant Matters
ASU 2018-13:
Fair Value Measurement
(Topic 820): Disclosure
Framework
January 1, 2020
Improves the effectiveness of disclosures in the notes to financial
statements by facilitating clear communication of the information. The
amendments modify certain disclosure
requirements of fair value
measurements in Topic 820, Fair Value Measurement.
Entities are no longer required to disclose transfers between Level 1 and
Level 2 of the fair value hierarchy or qualitatively disclose the valuation
process for Level 3 fair value measurements. The updated guidance
requires disclosure of the changes in unrealized gains and losses for the
period included in Other Comprehensive Income for recurring
Level 3
fair value measurements. Entities are required to disclose the range and
weighted average used to develop significant unobservable inputs for
Level 3 fair value measurements. The additional provisions of the
guidance should be adopted prospectively. The eliminated requirements
should be adopted retrospectively.
The adoption did not have a material impact to
the Company’s financial statements.
No transfers between Level 1 and Level 2
occurred in 2019 or 2020 and the Company did
not have any recurring Level 3 fair value
measurements that created an unrealized gain
or loss in Other Comprehensive Income. In
addition, the Company previously disclosed the
range and weighted average used to develop
significant unobservable inputs for Level 3 fair
value measurements.
ASU 2017-04:
Intangibles—Goodwill and
Other (Topic 350):
Simplifying the Test for
Goodwill Impairment
January 1, 2020
(Early Adoption)
Eliminates Step 2 from the goodwill impairment test which required
entities to compute the implied fair value of goodwill. An entity should
perform an annual, or interim, goodwill impairment test by comparing the
fair value of a reporting unit with its carrying amount. An entity should
recognize an impairment charge for the amount by which the carrying
amount exceeds the reporting unit’s fair value; however, the loss
recognized should not exceed the total amount of goodwill allocated to
that reporting unit.
On the date of adoption, there was no impact to
the Company’s financial statements.
The Company’s process for evaluating goodwill
impairment was modified to align with the
elimination of Step 2. In the second quarter of
2020, the Company performed a Step 0 analysis
then a Step 1 analysis and determined that
goodwill was fully impaired.
ASU 2016-01:
Financial Instruments-
Overall (Subtopic 825-10)
January 2019
Required equity investments (except those accounted for under the equity
method of accounting or those that result in consolidation of the investee)
to be measured at fair value with changes in fair value recognized in net
income.
Emphasized the existing requirement to use exit prices to measure fair
value for disclosure purposes and clarifies that entities should not make
use of practicability exceptions in determining the fair value of loans.
The Company transferred $
69
thousand from
accumulated other comprehensive loss to
retained earnings in January 2019.
There was no impact to the income statement
on the adoption date.
90
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2018-07:
Stock
Compensation
(Topic 718):
Improvements to
Nonemployee
Share-Based
Payment
Accounting
January 2019
Early adoption
Expanded the scope of Topic 718 to include share-based payment
transactions for acquiring goods and services from nonemployees,
excluding share-based payments used to effectively provide: (i)
financing to the issuer or (ii) awards granted in conjunction with
selling goods or services to customers as part of a contract
accounted for under Topic 606,
Revenue from Contracts with
Customers.
The amendments include: (i) grants are measured at grant-date fair
value of the equity instruments; (ii) equity-classified nonemployee
share-based payment awards are measured at the grant date;(iii)
performance based awards are measured based on the probability of
satisfying the performance conditions and (iv) in general, non-
employee share-based payment awards will continue to be subject
to the requirements of ASC 718 unless modified after the good has
been delivered, the service has been rendered, any other conditions
necessary to earn the right to benefit from the instrument have been
satisfied, and the nonemployee is no longer providing goods or
services.
The Company had
216,960
stock-based awards to non-employees
as of the implementation date, including
116,960
performance-
based restricted stock units. The adoption of the ASU allowed the
Company to: (i) set the fair market value of the non-employee
awards as of the adoption date; and (ii) start to expense the
performance-based restricted stock units based on the probability of
satisfying the performance conditions.
Adoption of ASU 2018-07 required the Company to make a one
time transfer of $
2
million from retained earnings to additional paid
in capital.
In addition, the Company recorded a $
306
thousand deferred tax
asset that was offset with retained earnings to account for the tax
impact.
The Company will record forfeitures as they occur and base fair
market values on the expected term, like the Company’s accounting
for employee-based awards.
ASU 2014-09:
Revenue from
Contracts with
Customers
January 2019
Amended guidance related to revenue from contracts with
customers.
The core principle of ASU 2014-09 is that an entity should
recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those goods
or services.
Replaced nearly all existing revenue recognition guidance,
including industry specific guidance, established a new control
based revenue recognition model, changed the basis for deciding
when revenue is recognized over time or at a point in time,
provided new and more detailed guidance on specific topics and
expands and improves disclosures about revenue.
The accounting update did not materially impact the financial
statements or recognition of revenues.
The update did not apply to revenue associated with financial
instruments, including loans and securities that are accounted for
under other GAAP, which comprises a significant portion of the
Company’s revenue stream.
In addition, the Company’s noninterest income is generated by
customer transactions or through the passage of time and as a result
the pattern or timing of income recognition was not impacted.
91
Note 2:
Earnings Per Share
The following table presents the computation of basic and diluted earnings per
share:
For the Year Ended December 31,
202020192018
(Dollars in thousands, except per share data)
Earnings per Share
Net income$12,601 $28,473 $19,590 
Less: preferred stock dividends0 175 2,100 
Net income available to common stockholders$12,601 $28,298 $17,490 
Weighted average common shares52,070,624 47,679,184 36,422,612 
Earnings per share$0.24 $0.59 $0.48 
Dilutive Earnings Per Share
Net income available to common stockholders$12,601 $28,298 $17,490 
Weighted average common shares52,070,624 47,679,184 36,422,612 
Effect of dilutive shares477,923896,9511,069,955
Weighted average dilutive common shares52,548,547 48,576,135 37,492,567 
Diluted earnings per share$0.24 $0.58 $0.47 
Stock-based awards not included because to do so would be antidilutive1,014,639 521,659 407,852 
92
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands, except per share data)
Earnings per Share
Net Income
$
69,413
$
12,601
$
28,473
Less: preferred stock dividends
0
0
175
Net income available to common stockholders
$
69,413
$
12,601
$
28,298
Weighted average common shares
51,291,428
52,070,624
47,679,184
Earnings per share
$
1.35
$
0.24
$
0.59
Diluted Earnings per Share
Net income available to common stockholders
$
69,413
$
12,601
$
28,298
Weighted average common shares
51,291,428
52,070,624
47,679,184
Effect of dilutive shares
739,154
477,923
896,951
Weighted average dilutive common shares
52,030,582
52,548,547
48,576,135
Diluted earnings per share
$
1.33
$
0.24
$
0.58
Stock-based awards not included because to do so would be antidilutive
658,100
1,014,639
521,659
Note 3:
Securities
Available-for-Sale Securities
The amortized cost and approximate fair values, together with gross unrealized
gains and losses, of period end available-for-sale
securities consisted of the following:
December 31, 2020
Amortized CostGross Unrealized GainsGross Unrealized LossesApproximate Fair Value
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential$104,839 $4,277 $0 $109,116 
Collateralized mortgage obligations - GSE residential52,070 984 42 53,012 
State and political subdivisions454,486 33,642 31 488,097 
Corporate bonds4,259 104 0 4,363 
Total available-for-sale securities$615,654 $39,007 $73 $654,588 

December 31, 2021
December 31, 2019
Amortized CostGross Unrealized GainsGross Unrealized LossesApproximate Fair Value
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential$151,037 $1,668 $193 $152,512 
Collateralized mortgage obligations - GSE residential128,876 625 289 129,212 
State and political subdivisions436,448 19,996 104 456,340 
Corporate bonds1,321 88 0 1,409 
Total available-for-sale securities$717,682 $22,377 $586 $739,473 
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Approximate
Fair Value
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential
$
161,675
$
1,809
$
1,774
$
161,710
Collateralized mortgage obligations - GSE residential
18,130
311
10
18,431
State and political subdivisions
532,906
29,329
767
561,468
Corporate bonds
4,241
119
0
4,360
Total available-for-sale securities
$
716,952
$
31,568
$
2,551
$
745,969
December 31, 2020
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Approximate
Fair Value
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential
$
104,839
$
4,277
$
0
$
109,116
Collateralized mortgage obligations - GSE residential
52,070
984
42
53,012
State and political subdivisions
454,486
33,642
31
488,097
Corporate bonds
4,259
104
0
4,363
Total available-for-sale securities
$
615,654
$
39,007
$
73
$
654,588
The carrying value of securities pledged as collateral was $16 million $
0
and $41 $
16
million at December 31, 2021 and 2020, and 2019, respectively.
92
The following table summarizes the gross realized gains and losses from sales or maturities
of AFS securities:

For the Year Ended December 31, 2020
Gross Realized Gains(1)
Gross Realized LossesNet Realized Gain
(Dollars in thousands)
Available-for-sale securities$1,788 $84 $1,704 
(1) Included $75 thousand related to a previously disclosed OTTI municipal security that was settled in 2020.
For the Year Ended December 31, 2019
Gross Realized GainsGross Realized LossesNet Realized Gain
(Dollars in thousands)
Available-for-sale securities$1,043 $56 $987 
For the Year Ended December 31, 2018
Gross Realized GainsGross Realized LossesNet Realized Gain
(Dollars in thousands)
Available-for-sale securities$2,083 $1,545 $538 
93
For the Year Ended December 31, 2021
Gross Realized Gains
Gross Realized Losses
Net Realized Gain
(Dollars in thousands)
Available-for-sale securities
$
1,157
$
134
$
1,023
For the Year Ended December 31, 2020
Gross Realized Gains
(1)
Gross Realized Losses
Net Realized Gain
(Dollars in thousands)
Available-for-sale securities
$
1,788
$
84
$
1,704
(1)
Included $
75
thousand related to a previously disclosed OTTI municipal security that was settled in 2020.
For the Year Ended December 31, 2019
Gross Realized Gains
Gross Realized Losses
Net Realized Gain
(Dollars in thousands)
Available-for-sale securities
$
1,043
$
56
$
987
93
Maturity Schedule
The amortized cost, fair value, and weighted average yield of available-for-sale
securities by contractual maturity, are shown below:
December 31, 2020
WithinAfter One toAfter Five toAfter
One YearFive YearsTen YearsTen YearsTotal
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential(1)
Amortized cost$0 $48 $199 $104,592 $104,839 
Estimated fair value$0 $51 $212 $108,853 $109,116 
Weighted average yield(2)
0 %4.57 %3.95 %1.96 %1.96 %
Collateralized mortgage obligations - GSE residential(1)
Amortized cost$0 $0 $2,483 $49,587 $52,070 
Estimated fair value$0 $0 $2,721 $50,291 $53,012 
Weighted average yield(2)
0 %0 %2.77 %1.02 %1.11 %
State and political subdivisions
Amortized cost$653 $7,661 $62,313 $383,859 $454,486 
Estimated fair value$657 $7,846 $67,844 $411,750 $488,097 
Weighted average yield(2)
8.18 %5.40 %3.40 %2.94 %3.05 %
Corporate bonds
Amortized cost$0 $358 $3,901 $0 $4,259 
Estimated fair value$0 $368 $3,995 $0 $4,363 
Weighted average yield(2)
0 %4.70 %4.54 %0 %4.55 %
Total available-for-sale securities
Amortized cost$653 $8,067 $68,896 $538,038 $615,654 
Estimated fair value$657 $8,265 $74,772 $570,894 $654,588 
Weighted average yield(2)
8.18 %5.36 %3.44 %2.57 %2.71 %
(1) Actual maturities may differ from contractual maturities because issuers may have the rights to call or prepay obligations with or without prepayment penalties.
(2) Yields are calculated based on amortized cost.
94
December 31, 2021
Within
After One to
After Five to
After
One Year
Five Years
Ten Years
Ten Years
Total
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential
(1)
Amortized cost
$
0
$
30
$
148
$
161,497
$
161,675
Estimated fair value
$
0
$
31
$
156
$
161,523
$
161,710
Weighted average yield
(2)
0
%
4.67
%
4.00
%
1.62
%
1.62
%
Collateralized mortgage obligations - GSE residential
(1)
Amortized cost
$
0
$
0
$
2,421
$
15,709
$
18,130
Estimated fair value
$
0
$
0
$
2,559
$
15,872
$
18,431
Weighted average yield
(2)
0
%
0
%
2.77
%
1.61
%
1.77
%
State and political subdivisions
Amortized cost
$
741
$
4,304
$
84,230
$
443,631
$
532,906
Estimated fair value
$
746
$
4,520
$
90,645
$
465,557
$
561,468
Weighted average yield
(2)
3.49
%
4.14
%
3.29
%
2.67
%
2.78
%
Corporate bonds
Amortized cost
$
0
$
604
$
3,637
$
0
$
4,241
Estimated fair value
$
0
$
670
$
3,690
$
0
$
4,360
Weighted average yield
(2)
0
%
5.83
%
4.28
%
0
%
4.50
%
Total available-for-sale securities
Amortized cost
$
741
$
4,938
$
90,436
$
620,837
$
716,952
Estimated fair value
$
746
$
5,221
$
97,050
$
642,952
$
745,969
Weighted average yield
(2)
3.49
%
4.35
%
3.32
%
2.37
%
2.50
%
(1)
Actual maturities may differ from contractual maturities because issuers may have the rights to call or prepay obligations with or without prepayment penalties.
(2)
Yields are calculated based on amortized cost using a 30/360 day basis. Tax-exempt securities are not tax effected.
94
December 31, 2020
Within
After One to
After Five to
After
One Year
Five Years
Ten Years
Ten Years
Total
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential
(1)
Amortized cost
$
0
$
48
$
199
$
104,592
$
104,839
Estimated fair value
$
0
$
51
$
212
$
108,853
$
109,116
Weighted average yield
(2)
0
%
4.57
%
3.95
%
1.96
%
1.96
%
Collateralized mortgage obligations - GSE residential
(1)
Amortized cost
$
0
$
0
$
2,483
$
49,587
$
52,070
Estimated fair value
$
0
$
0
$
2,721
$
50,291
$
53,012
Weighted average yield
(2)
0
%
0
%
2.77
%
1.02
%
1.11
%
State and political subdivisions
Amortized cost
$
653
$
7,661
$
62,313
$
383,859
$
454,486
Estimated fair value
$
657
$
7,846
$
67,844
$
411,750
$
488,097
Weighted average yield
(2)
8.18
%
5.40
%
3.40
%
2.94
%
3.05
%
Corporate bonds
Amortized cost
$
0
$
358
$
3,901
$
0
$
4,259
Estimated fair value
$
0
$
368
$
3,995
$
0
$
4,363
Weighted average yield
(2)
0
%
4.70
%
4.54
%
0
%
4.55
%
Total available-for-sale securities
Amortized cost
$
653
$
8,067
$
68,896
$
538,038
$
615,654
Estimated fair value
$
657
$
8,265
$
74,772
$
570,894
$
654,588
Weighted average yield
(2)
8.18
%
5.36
%
3.44
%
2.57
%
2.71
%
(1)
Actual maturities may differ from contractual maturities because issuers may have the rights to call or prepay obligations with or without prepayment penalties.
(2)
Yields are calculated based on amortized cost using a 30/360 day basis. Tax-exempt securities are not tax effected.
December 31, 2019
WithinAfter One toAfter Five toAfter
One YearFive YearsTen YearsTen YearsTotal
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential(1)
Amortized cost$0 $0 $329 $150,708 $151,037 
Estimated fair value$0 $0 $341 $152,171 $152,512 
Weighted average yield(2)
0 %0 %4.01 %2.57 %2.58 %
Collateralized mortgage obligations - GSE residential(1)
Amortized cost$0 $0 $2,527 $126,349 $128,876 
Estimated fair value$0 $0 $2,594 $126,618 $129,212 
Weighted average yield(2)
0 %0 %2.77 %2.47 %2.47 %
State and political subdivisions
Amortized cost$523 $6,050 $51,747 $378,128 $436,448 
Estimated fair value$523 $6,169 $55,001 $394,647 $456,340 
Weighted average yield(2)
9.38 %5.76 %3.59 %3.08 %3.19 %
Corporate bonds
Amortized cost$0 $0 $1,321 $0 $1,321 
Estimated fair value$0 $0 $1,409 $0 $1,409 
Weighted average yield(2)
0 %0 %5.68 %0 %5.68 %
Total available-for-sale securities
Amortized cost$523 $6,050 $55,924 $655,185 $717,682 
Estimated fair value$523 $6,169 $59,345 $673,436 $739,473 
Weighted average yield(2)
9.38 %5.76 %3.60 %2.85 %2.94 %
(1) Actual maturities may differ from contractual maturities because issuers may have the rights to call or prepay obligations with or without prepayment penalties.
(2) Yields are calculated based on amortized cost.
Gross Unrealized Losses
Certain investments in AFS securities are reported in the consolidated financial statements at an amount less than their
historical cost. Total fair value of these investments at
December 31, 2021 and 2020, and 2019, was $18 $
162
million and $108 $
18
million, which was approximately 3%
22
% and 15%
3
%, respectively, of the Company’s available-for-sale debt security portfolio.
The unrealized losses on the Company’s investments in state and political
subdivisions were caused by interest rate changes and adjustments in credit ratings.changes. The contractual terms of those investments
do
not permit the issuer to settle the securities at a price less than the amortized cost basis of
the investments. The unrealized losses on the Company’s investments in collateralized
mortgage-backed securities and obligations were caused
by interest rate changes and market assumptions about prepayment speeds.
The Company expects to recover the amortized cost basis over the term of the securities.
Because the Company does not intend to sell the investments and it is not
more
likely than not the Company will be required to sell the investments before
recovery of their amortized cost basis, which may be maturity, the Company does
not consider those
investments to be OTTI at December 31, 2020.2021.
Based on evaluation of available evidence, including recent changes
in market interest rates, credit rating information and information obtained from
regulatory filings,
management believes the declines in fair value for these securities are temporary.
95
95
The following table shows available-for-sale securities gross unrealized losses, the
number of securities that are in an unrealized loss position, and fair value of
the
Company’s investments with unrealized losses that are not deemed
to be OTTI, aggregated by investment class and length of time that individual securities
have been in a
continuous unrealized loss position at December 31, 20202021 and 2019:2020:
December 31, 2020
Less than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesNumber of SecuritiesFair ValueUnrealized LossesNumber of SecuritiesFair ValueUnrealized LossesNumber of Securities
(Dollars in thousands)
Available-for-Sale Securities
Mortgage-backed - GSE residential$0 $0 0 $0 $0 0 $0 $0 0 
Collateralized mortgage obligations - GSE residential9,933 42 50 0 09,933 42 5
State and political subdivisions8,525 31 825 0 18,550 31 9
Corporate bonds0 0 00 0 00 0 0
Total temporarily impaired AFS securities$18,458 $73 13$25 $0 1$18,483 $73 14
December 31, 2021

Less than 12 Months
December 31, 2019
Less than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesNumber of SecuritiesFair ValueUnrealized LossesNumber of SecuritiesFair ValueUnrealized LossesNumber of Securities
(Dollars in thousands)
Available-for-Sale Securities
Mortgage-backed - GSE residential$7,959 $38 2$20,396 $155 4$28,355 $193 6
Collateralized mortgage obligations - GSE residential48,980 199 78,622 90 957,602 289 16
State and political subdivisions21,412 102 11167 2 221,579 104 13
Corporate bonds530 0 10 0 0530 0 1
Total temporarily impaired AFS securities$78,881 $339 21$29,185 $247 15$108,066 $586 36
12 Months or More
Total
Fair
Value
Unrealized
Losses
Number
of
Securities
Fair
Value
Unrealized
Losses
Number
of
Securities
Fair
Value
Unrealized
Losses
Number
of
Securities
(Dollars in thousands)
Available-for-Sale Securities
Mortgage-backed - GSE residential
$
87,306
$
1,774
16
$
0
$
0
0
$
87,306
$
1,774
16
Collateralized mortgage obligations - GSE
residential
803
10
2
0
0
0
803
10
2
State and political subdivisions
72,915
762
39
1,310
5
4
74,225
767
43
Corporate bonds
—
—
—
—
—
—
—
—
—
Total temporarily impaired AFS securities
$
161,024
$
2,546
57
$
1,310
$
5
4
$
162,334
$
2,551
61
December 31, 2020
Less than 12 Months
12 Months or More
Total
Fair
Value
Unrealized
Losses
Number
of
Securities
Fair
Value
Unrealized
Losses
Number
of
Securities
Fair
Value
Unrealized
Losses
Number
of
Securities
(Dollars in thousands)
Available-for-Sale Securities
Mortgage-backed - GSE residential
$
0
$
0
0
$
0
$
0
0
$
0
$
0
0
Collateralized mortgage obligations - GSE
residential
9,933
42
5
0
0
0
9,933
42
5
State and political subdivisions
8,525
31
8
25
0
1
8,550
31
9
Corporate bonds
0
0
0
0
0
0
0
0
0
Total temporarily impaired AFS securities
$
18,458
$
73
13
$
25
$
0
1
$
18,483
$
73
14
Other-Than-Temporary Impairment
Upon acquisition of a security, the Company decides whether it is within the scope
of the accounting guidance for beneficial interests in securitized financial assets or will be
evaluated for impairment under the accounting guidance for investments.
The accounting
guidance for beneficial interests in securitized financial assets provides incremental
impairment guidance for a subset of the securities within the scope of the
guidance. For securities where the security is a beneficial interest in securitized financial
assets, the Company uses the beneficial interests in securitized financial asset impairment
model. For securities where the security is not a beneficial interest in securitized financial
assets, the Company uses the securities impairment model.
The Company routinely conducts periodic reviews to identify and
evaluate each investment security to determine whether an OTTI has occurred.
Economic models are used
to determine whether an OTTI has occurred on these securities. The Company recorded
0
OTTI losses on AFS securities in 2021, 2020 2019 or 2018.2019.
96
Table of Contents
96
Equity Securities
Equity securities consist of a $2 $
2
million investment in Community Reinvestment Act (“CRA”) mutual fund and an $11 million privately-held security acquired in 2020 as part of a debt restructuring.$
433
thousand private equity investment. Equity securities
are included in other assets on the Consolidated Balance Sheets.
TheDuring 2020, the Company acquired an $
11
million privately-held security was acquired in partial satisfaction of debts previously
contracted. The Company used a discounted cash flow
model, a market transactions model and a public valuation approach to
determine the security’s cost basis. The Company elected a measurement alternative that
allows the security
to remain at cost until an impairment is identified or an observable
price change for an identical or similar investment of the same issuer occurs. Impairment is recorded
when there
is evidence that the expected fair value of the investment has declined
to below the recorded cost. No changes to the cost basis occurred in 2020. The
During 2021, the Company is required to make good faith efforts to dispose ofsold the security. The shares may be held
equity security for a maximum of five years, subject to a five year extension$
5
million that would resultresulted in a change to Tier 1 capital.$
6
million realized loss.
The following is a summary of the recorded fair value and the unrealized and
realized gains and losses recognized in net income on equity securities:
For the Year Ended December 31,
20202019
(Dollars in thousands)
Net gains recognized during the period on equity securities$46 $62 
Less: net gains recognized during the period on equity securities sold during the period0 0 
Unrealized gain recognized during the reporting period on equity securities still held at the reporting date$46 $62 
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Net gains (losses) recognized during the reporting period on equity securities
$
(6,325)
$
46
$
62
Less: net losses recognized during the period on equity securities sold during
the
period
(6,245)
0
0
Unrealized gain (loss) recognized during the reporting period on
equity securities
still held at the reporting date
$
(80)
$
46
$
62
Note 4:
Loans and Allowance for Loan Losses
Categories of loans at December 31, 2021 and 2020 and 2019 include:
As of December 31,
20202019
(Dollars in thousands)
Commercial$1,338,757 $1,356,817 
Energy345,233 408,573 
Commercial real estate1,179,534 1,024,041 
Construction and land development563,144 628,418 
Residential and multifamily real estate680,932 398,695 
Paycheck Protection Program ("PPP")292,230 0 
Consumer55,270 45,163 
Gross loans4,455,100 3,861,707 
Less: Allowance for loan losses75,295 56,896 
Less: Net deferred loan fees and costs13,203 9,463 
Net loans$4,366,602 $3,795,348 
97
As of December 31,
2021
2020
(Dollars in thousands)
Commercial
$
1,401,681
$
1,338,757
Energy
278,860
345,233
Commercial real estate
1,281,095
1,179,534
Construction and land development
578,758
563,144
Residential and multifamily real estate
600,816
680,932
Paycheck Protection Program (“PPP”)
64,805
292,230
Consumer
63,605
55,270
Gross loans
4,269,620
4,455,100
Less: Allowance for loan losses
58,375
75,295
Less: Net deferred loan fees and costs
13,407
13,203
Net loans
$
4,197,838
$
4,366,602
Table of Contents
97
The following tables summarize the activity in the allowance for loan losses by portfolio
segment and disaggregated based on the Company’s impairment methodology. The
allocation in one portfolio segment does not preclude its availability to absorb
losses in other segments:
As of or For the Year Ended December 31, 2020
CommercialEnergyCommercial Real EstateConstruction and Land DevelopmentResidential and Multifamily Real EstatePPPConsumerTotal
(Dollars in thousands)
Allowance for loan losses
Beginning balance$35,864$6,565 $8,085 $3,516 $2,546 $0 $320 $56,896 
Provision charged to expense19,95916,867 15,853 96 3,700 0 225 56,700 
Charged-off(31,205)(5,091)(1,584)0 (445)0 (104)(38,429)
Recoveries750 0 0 41 0 12 128 
Ending balance$24,693$18,341 $22,354 $3,612 $5,842 $0 $453 $75,295 
Ending balance
Individually evaluated for impairment$1,115$3,370 $5,048 $0 $0 $0 $0 $9,533 
Collectively evaluated for impairment$23,578$14,971 $17,306 $3,612 $5,842 $0 $453 $65,762 
Allocated to loans
Individually evaluated for impairment$44,678$26,045 $44,318 $0 $6,329 $0 $244 $121,614 
Collectively evaluated for impairment$1,294,079$319,188 $1,135,216 $563,144 $674,603 $292,230 $55,026 $4,333,486 
Ending balance$1,338,757$345,233 $1,179,534 $563,144 $680,932 $292,230 $55,270 $4,455,100 

As of or For the Year Ended December 31, 2019
CommercialEnergyCommercial Real EstateConstruction and Land DevelopmentResidential and Multifamily Real EstatePPPConsumerTotal
(Dollars in thousands)
Allowance for loan losses
Beginning balance$16,584$10,262 $6,755 $2,475 $1,464 $0 $286 $37,826 
Provision charged to expense27,219(1,273)1,771 1,041 1,090 0 $52 29,900 
Charged-off(7,954)(3,000)(441)0 (8)0 $(20)(11,423)
Recoveries15576 0 0 0 0 $2 593 
Ending balance$35,864$6,565 $8,085 $3,516 $2,546 $0 $320 $56,896 
Ending balance
Individually evaluated for impairment$19,942$1,949 $210 $0 $197 $0 $0 $22,298 
Collectively evaluated for impairment$15,922$4,616$7,875$3,516$2,349$0$320$34,598
Allocated to loans
Individually evaluated for impairment$70,876$9,744 $10,492 $0 $2,388 $0 $0 $93,500 
Collectively evaluated for impairment$1,285,941$398,829 $1,013,549 $628,418 $396,307 $0 $45,163 $3,768,207 
Ending balance$1,356,817$408,573 $1,024,041 $628,418 $398,695 $0 $45,163 $3,861,707 
98
As of or For the Year Ended December 31, 2021
Commercial
Energy
Commercial
Real Estate
Construction
and Land
Development
Residential
and
Multifamily
Real Estate
PPP
Consumer
Total
(Dollars in thousands)
Allowance for loan losses
Beginning balance
$
24,693
$
18,341
$
22,354
$
3,612
$
5,842
$
0
$
453
$
75,295
Provision
7,951
(8,109)
(3,235)
137
(611)
0
(133)
(4,000)
Charge-offs
(12,618)
(1,003)
0
0
0
0
(2)
(13,623)
Recoveries
326
0
0
0
367
0
10
703
Ending balance
$
20,352
$
9,229
$
19,119
$
3,749
$
5,598
$
0
$
328
$
58,375
Period end allowance for loan losses allocated to:
Individually evaluated for
impairment
$
333
$
2,100
$
3,164
$
0
$
0
$
0
$
0
$
5,597
Collectively evaluated for
impairment
$
20,019
$
7,129
$
15,955
$
3,749
$
5,598
$
0
$
328
$
52,778
Ending balance
$
20,352
$
9,229
$
19,119
$
3,749
$
5,598
$
0
$
328
$
58,375
Allocated to loans:
Individually evaluated for
impairment
$
5,739
$
16,204
$
31,597
$
0
$
3,387
$
0
$
0
$
56,927
Collectively evaluated for
impairment
$
1,395,942
$
262,656
$
1,249,498
$
578,758
$
597,429
$
64,805
$
63,605
$
4,212,693
Ending balance
$
1,401,681
$
278,860
$
1,281,095
$
578,758
$
600,816
$
64,805
$
63,605
$
4,269,620
98
As of or For the Year Ended December 31, 2020
Commercial
Energy
Commercial
Real Estate
Construction
and Land
Development
Residential
and
As of or For the Year Ended December 31, 2018
CommercialEnergyCommercial Real EstateConstruction and Land DevelopmentResidential and Multifamily Real EstatePPPConsumerTotal
(Dollars in thousands)
Allowance for loan losses
Beginning balance$11,378$7,726 $4,668 $1,200 $905 $0 $214 $26,091 
Provision charged to expense5,7203,717 2,087 1,275 559 0 142 13,500 
Charged-off(976)(1,256)0 0 0 0 (71)(2,303)
Recoveries46275 0 0 0 0 1 538 
Ending balance$16,584$10,262 $6,755 $2,475 $1,464 $0 $286 $37,826 
Multifamily
Real Estate
PPP
Consumer
Total
(Dollars in thousands)
Allowance for loan losses
Beginning balance
$
35,864
$
6,565
$
8,085
$
3,516
$
2,546
$
0
$
320
$
56,896
Provision
19,959
16,867
15,853
96
3,700
0
225
56,700
Charge-offs
(31,205)
(5,091)
(1,584)
0
(445)
0
(104)
(38,429)
Recoveries
75
0
0
0
41
0
12
128
Ending balance
$
24,693
$
18,341
$
22,354
$
3,612
$
5,842
$
0
$
453
$
75,295
Period end allowance for loan losses allocated to:
Individually evaluated for
impairment
$
1,115
$
3,370
$
5,048
$
0
$
0
$
0
$
0
$
9,533
Collectively evaluated for
impairment
$
23,578
$
14,971
$
17,306
$
3,612
$
5,842
$
0
$
453
$
65,762
Ending balance
$
24,693
$
18,341
$
22,354
$
3,612
$
5,842
$
0
$
453
$
75,295
Allocated to loans:
Individually evaluated for
impairment
$
44,678
$
26,045
$
44,318
$
0
$
6,329
$
0
$
244
$
121,614
Collectively evaluated for
impairment
$
1,294,079
$
319,188
$
1,135,216
$
563,144
$
674,603
$
292,230
$
55,026
$
4,333,486
Ending balance
$
1,338,757
$
345,233
$
1,179,534
$
563,144
$
680,932
$
292,230
$
55,270
$
4,455,100
As of or For the Year Ended December 31, 2019
Commercial
Energy
Commercial
Real Estate
Construction
and Land
Development
Residential
and
Multifamily
Real Estate
PPP
Consumer
Total
(Dollars in thousands)
Allowance for loan losses
Beginning balance
$
16,584
$
10,262
$
6,755
$
2,475
$
1,464
$
0
$
286
$
37,826
Provision
27,219
(1,273)
1,771
1,041
1,090
0
52
29,900
Charge-offs
(7,954)
(3,000)
(441)
0
(8)
0
(20)
(11,423)
Recoveries
15
576
0
0
0
0
2
593
Ending balance
$
35,864
$
6,565
$
8,085
$
3,516
$
2,546
$
0
$
320
$
56,896
Credit Risk Profile
The Company analyzes its loan portfolio based on internal rating categories (grades
(grades 1 - 8), portfolio segmentation and payment activity. These categories are utilized
to
develop the associated ALLL. A
description of the loan grades and segments follows:
99
Loan Grades
•
Pass (risk rating 1-4)
- Considered satisfactory. Includes borrowers that generally maintain good liquidity
and financial condition or the credit is currently protected with
sales trends remaining flat or declining. Most ratios compare favorably
with industry norms and Company policies. Debt is programmed and timely repayment
is expected.
expected.
•
Special Mention (risk rating 5)
- Borrowers generally exhibit adverse trends in operations or an imbalanced position
in their balance sheet that has not reached a point
where repayment is jeopardized. Credits are currently protected but,
if left uncorrected, the potential weaknesses may result in deterioration of
the repayment prospects
for the credit or in the Company’s credit or lien position at a future date. These credits are not
adversely classified and do not expose the Company to enough risk to
warrant adverse classification.
•
Substandard (risk rating 6)
- Credits generally exhibit well-defined weakness(es) that jeopardize repayment.
Credits are inadequately protected by the current worth
and paying capacity of the obligor or of the collateral pledged. A distinct possibility exists that the Company will sustain some loss if deficiencies are not corrected. Loss
potential, while existing in the aggregate amount of substandard assets, does not have
to exist in individual assets classified substandard. Substandard loans include both
performing and nonperforming loans and are broken out in the table below.
•
Doubtful (risk rating 7)
- Credits which exhibit weaknesses inherent in a substandard credit with the added
characteristic that these weaknesses make collection or
liquidation in full highly questionable or improbable based on existing
facts, conditions and values. Because of reasonably specific pending factors,
which may work to
the advantage and strengthening of the assets, classification as a loss is deferred
until its more exact status may be determined.
•
Loss (risk rating 8)
- Credits which are considered uncollectible or of such little value that their continuance
as a bankable asset is not warranted.
Loan Portfolio Segments
•
Commercial
- Includes loans to commercial customers for use in financing working
capital, equipment purchases and expansions. Repayment is primarily from
the cash
flow of a borrower’s principal business operation. Credit risk is driven by
creditworthiness of a borrower and the economic conditions that impact the cash flow stability
from business operations.
•
Energy
- Includes loans to oil and natural gas customers for use in financing working
capital needs, exploration and production activities, and acquisitions. The loans are
repaid primarily from the conversion of crude oil and natural gas to cash.
Credit risk is driven by creditworthiness of a borrower and the economic conditions that
impact the cash flow stability from business operations.
•Energy - Includes loans to oil and natural gas customers for use in financing working capital needs, exploration and production activities, and acquisitions. The loans are repaid primarily from the conversion of crude oil and natural gas to cash. Credit risk is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations. Energy loans are typically collateralized
with the underlying oil and gas reserves.
•
Commercial Real Estate
- Loans typically involve larger principal amounts, and repayment of these
loans is generally dependent on the successful operations of the
property securing the loan or the business conducted on the property securing
the loan. These are viewed primarily as cash flow loans and secondarily as loans secured by
real estate. Credit risk may be impacted by the creditworthiness of a borrower, property
values and the local economies in the borrower’s market areas.
•
Construction and Land Development
- Loans are usually based upon estimates of costs and estimated value of
the completed project and include independent appraisal
reviews and a financial analysis of the developers and property owners. Sources of repayment
99
repayment include permanent loans, sales of developed property or an interim loan
commitment from the Company until permanent financing is obtained. These loans are higher
risk than other real estate loans due to their ultimate repayment being
sensitive to interest rate changes, general economic conditions and the
availability of long-term financing. Credit risk may be impacted by the creditworthiness
of a
borrower, property values and the local economies in the borrower’s market
areas.
•
Residential and Multifamily Real Estate
- The loans are generally secured by owner-occupied 1-4 family residences or multifamily
properties. Repayment of these
loans is primarily dependent on the personal income and credit rating of the borrowers or underlying
tenants. Credit risk in these loans can be impacted by economic
conditions within or outside the borrower’s market areas that might impact
either property values, a borrower’s personal income, or residents’ income.
100
•
PPP
- The loans were established by the CARES Act which authorized forgivable loans to small businesses to pay their employees
during the COVID-19 pandemic. The
program requires all loan terms to be the same for everyone. The loans are 100% guaranteed
by the SBA and repayment is primarily dependent on the borrower’s cash
flow or SBA repayment approval.
•
Consumer
- The loan portfolio consists of revolving lines of credit and various term loans such
as automobile loans and loans for other personal purposes. Repayment is
primarily dependent on the personal income and credit rating of the borrowers.
Credit risk is driven by consumer economic factors (such as unemployment and general
economic conditions in the borrower’s market area) and the creditworthiness
of a borrower.
Loans by Risk Rating
The following tables present the credit risk profile of the Company’s loan portfolio
based on an internal rating category and portfolio segment:
As of December 31, 2020
PassSpecial MentionSubstandard
Performing		Substandard
Nonperforming		DoubtfulLossTotal
(Dollars in thousands)
Commercial$1,182,519 $66,142 $63,407 $26,124 $565 $0 $1,338,757 
Energy145,598 90,134 83,574 22,177 3,750 0 345,233 
Commercial real estate1,035,056 67,710 57,680 19,088 0 0 1,179,534 
Construction and land development561,871 125 1,148 0 0 0 563,144 
Residential and multifamily real estate672,327 305 5,199 3,101 0 0 680,932 
PPP292,230 0 0 0 0 0 292,230 
Consumer55,026 0 0 244 0 0 55,270 
Total$3,944,627 $224,416 $211,008 $70,734 $4,315 $0 $4,455,100 

As of December 31, 2019
PassSpecial MentionSubstandard
Performing		Substandard
Nonperforming		DoubtfulLossTotal
(Dollars in thousands)
Commercial$1,258,952 $27,069 $38,666 $32,130 $0 $0 $1,356,817 
Energy392,233 9,460 2,340 0 4,540 0 408,573 
Commercial real estate1,007,921 9,311 5,746 120 943 0 1,024,041 
Construction and land development628,418 0 0 0 0 0 628,418 
Residential and multifamily real estate394,495 1,789 469 1,942 0 0 398,695 
PPP0 0 0 0 0 0 0 
Consumer45,163 0 0 0 0 0 45,163 
Total$3,727,182 $47,629 $47,221 $34,192 $5,483 $0 $3,861,707 
100
As of December 31, 2021
Pass
Special Mention
Substandard
Performing
Substandard
Nonperforming
Doubtful
Loss
Total
(Dollars in thousands)
Commercial
$
1,356,883
$
16,201
$
23,739
$
4,858
$
0
$
0
$
1,401,681
Energy
184,269
73,196
5,246
13,595
2,554
0
278,860
Commercial real estate
1,172,323
86,768
11,782
10,222
0
0
1,281,095
Construction and land development
578,758
0
0
0
0
0
578,758
Residential and multifamily real estate
593,847
257
6,508
204
0
0
600,816
PPP
64,805
0
0
0
0
0
64,805
Consumer
63,605
0
0
0
0
0
63,605
Total
$
4,014,490
$
176,422
$
47,275
$
28,879
$
2,554
$
0
$
4,269,620
As of December 31, 2020
Pass
Special Mention
Substandard
Performing
Substandard
Nonperforming
Doubtful
Loss
Total
(Dollars in thousands)
Commercial
$
1,182,519
$
66,142
$
63,407
$
26,124
$
565
$
0
$
1,338,757
Energy
145,598
90,134
83,574
22,177
3,750
0
345,233
Commercial real estate
1,035,056
67,710
57,680
19,088
0
0
1,179,534
Construction and land development
561,871
125
1,148
0
0
0
563,144
Residential and multifamily real estate
672,327
305
5,199
3,101
0
0
680,932
PPP
292,230
0
0
0
0
0
292,230
Consumer
55,026
0
0
244
0
0
55,270
Total
$
3,944,627
$
224,416
$
211,008
$
70,734
$
4,315
$
0
$
4,455,100
101
Loan Portfolio Aging
Analysis
The following tables present the Company’s loan portfolio aging analysis of
the recorded investment in loans as of December 31, 20202021 and 2019:2020:
As of December 31, 2020
30-59 Days Past Due60-89 Days Past Due90 Days or MoreTotal Past DueCurrentTotal Loans ReceivableLoans >= 90 Days and Accruing
(Dollars in thousands)
Commercial$8,497 $264 $11,236 $19,997 $1,318,760 $1,338,757 $0 
Energy0 0 7,173 7,173 338,060 345,233 372 
Commercial real estate63 7,677 4,825 12,565 1,166,969 1,179,534 0 
Construction and land development0 0 0 0 563,144 563,144 0 
Residential and multifamily real estate1,577 0 3,520 5,097 675,835 680,932 652 
PPP0 0 0 0 292,230 292,230 0 
Consumer0 0 0 0 55,270 55,270 0 
Total$10,137 $7,941 $26,754 $44,832 $4,410,268 $4,455,100 $1,024 
As of December 31, 2019
30-59 Days Past Due60-89 Days Past Due90 Days or MoreTotal Past DueCurrentTotal Loans ReceivableLoans >= 90 Days and Accruing
(Dollars in thousands)
Commercial$1,091 $276 $30,911 $32,278 $1,324,539 $1,356,817 $37 
Energy2,340 0 4,593 6,933 401,640 408,573 53 
Commercial real estate316 0 4,589 4,905 1,019,136 1,024,041 4,501 
Construction and land development196 0 0 196 628,222 628,418 0 
Residential and multifamily real estate2,347 0 1,919 4,266 394,429 398,695 0 
PPP0 0 0 0 0 0 0 
Consumer2 254 0 256 44,907 45,163 0 
Total$6,292 $530 $42,012 $48,834 $3,812,873 $3,861,707 $4,591 
101
As of December 31, 2021
30-59 Days Past
Due
60-89 Days Past
Due
90 Days or
More
Total Past Due
Current
Total Loans
Receivable
Loans >= 90
Days and
Accruing
(Dollars in thousands)
Commercial
$
183
$
499
$
1,037
$
1,719
$
1,399,962
$
1,401,681
$
90
Energy
0
0
4,644
4,644
274,216
278,860
0
Commercial real estate
85
992
0
1,077
1,280,018
1,281,095
0
Construction and land development
966
117
0
1,083
577,675
578,758
0
Residential and multifamily real estate
437
151
0
588
600,228
600,816
0
PPP
0
0
0
0
64,805
64,805
0
Consumer
0
99
0
99
63,506
63,605
0
Total
$
1,671
$
1,858
$
5,681
$
9,210
$
4,260,410
$
4,269,620
$
90
Table
As of ContentsDecember 31, 2020
30-59 Days Past
Due
60-89 Days Past
Due
90 Days or
More
Total Past Due
Current
Total Loans
Receivable
Loans >= 90
Days and
Accruing
(Dollars in thousands)
Commercial
$
8,497
$
264
$
11,236
$
19,997
$
1,318,760
$
1,338,757
$
0
Energy
0
0
7,173
7,173
338,060
345,233
372
Commercial real estate
63
7,677
4,825
12,565
1,166,969
1,179,534
0
Construction and land development
0
0
0
0
563,144
563,144
0
Residential and multifamily real estate
1,577
0
3,520
5,097
675,835
680,932
652
PPP
0
0
0
0
292,230
292,230
0
Consumer
0
0
0
0
55,270
55,270
0
Total
$
10,137
$
7,941
$
26,754
$
44,832
$
4,410,268
$
4,455,100
$
1,024
Impaired Loans
A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when
based on current information and events, it is probable the
Company will be unable to collect all amounts due from the borrower in accordance
with the contractual terms of the loan. Impaired loans include nonperforming
loans but also
include loans modified in troubled debt restructurings where concessions
have been granted to borrowers experiencing financial difficulties. The intent of concessions
is to
maximize collection.
102
Groups of loans with similar risk characteristics are collectively evaluated for impairment
based on the group’s historical loss experience adjusted for changes
in trends,
conditions and other relevant factors that affect repayment of the loans. The following
tables present loans individually evaluated for impairment, including
all restructured and
formerly restructured loans, for the periods ended December 31, 2020 2021
and December 31, 2019:2020:
As of or For the Year Ended December 31, 2020
Recorded BalanceUnpaid Principal BalanceSpecific AllowanceAverage Investment Impaired LoansInterest Income Recognized
(Dollars in thousands)
Loans without a specific valuation
Commercial$36,111 $50,245 $— $29,591 $1,143 
Energy3,864 6,677 — 6,710 53 
Commercial real estate10,079 11,663 — 11,952 390 
Construction and land development0 0 — 0 0 
Residential and multifamily real estate6,329 6,585 — 6,315 145 
PPP0 0 — 0 0 
Consumer244 244 — 250 0 
Loans with a specific valuation
Commercial8,567 8,567 1,115 8,637 249 
Energy22,181 27,460 3,370 23,823 542 
Commercial real estate34,239 34,239 5,048 27,980 1,035 
Construction and land development0 0 0 0 0 
Residential and multifamily real estate0 0 0 0 0 
PPP0 0 0 0 0 
Consumer0 0 0 0 0 
Total
Commercial44,678 58,812 1,115 38,228 1,392 
Energy26,045 34,137 3,370 30,533 595 
Commercial real estate44,318 45,902 5,048 39,932 1,425 
Construction and land development0 0 0 0 0 
Residential and multifamily real estate6,329 6,585 0 6,315 145 
PPP0 0 0 0 0 
Consumer244 244 0 250 0 
$121,614 $145,680 $9,533 $3,557 
102
As of or For the Year Ended December 31, 2021
Recorded Balance
Unpaid Principal
Balance
Specific Allowance
Average Investment
Impaired Loans
Interest Income
Recognized
(Dollars in thousands)
Loans without a specific valuation
Commercial
$
4,659
$
4,740
$
—
$
7,155
$
75
Energy
3,509
7,322
—
4,548
5
Commercial real estate
1,729
1,729
—
1,800
18
Construction and land development
0
0
—
0
0
Residential and multifamily real estate
3,387
3,387
—
3,392
86
PPP
0
0
—
0
0
Consumer
0
0
—
0
0
Loans with a specific valuation
Commercial
1,080
1,080
333
496
19
Energy
12,695
17,977
2,100
14,117
14
Commercial real estate
29,868
30,854
3,164
28,876
993
Construction and land development
0
0
—
0
0
Residential and multifamily real estate
0
0
—
0
0
PPP
0
0
—
0
0
Consumer
0
0
—
0
0
Total
Commercial
5,739
5,820
333
7,651
94
Energy
16,204
25,299
2,100
18,665
19
Commercial real estate
31,597
32,583
3,164
30,676
1,011
Construction and land development
0
0
0
0
0
Residential and multifamily real estate
3,387
3,387
0
3,392
86
PPP
0
0
0
0
0
Consumer
0
0
0
0
0
$
56,927
$
67,089
$
5,597
$
1,210
103
As of or For the Year Ended December 31, 2020
Recorded Balance
Unpaid Principal
Balance
Specific Allowance
Average Investment
Impaired Loans
Interest Income
Recognized
(Dollars in thousands)
Loans without a specific valuation
Commercial
$
36,111
$
50,245
$
—
$
29,591
$
1,143
Energy
3,864
6,677
—
6,710
53
Commercial real estate
10,079
11,663
—
11,952
390
Construction and land development
0
0
—
0
0
Residential and multifamily real estate
6,329
6,585
—
6,315
145
PPP
0
0
—
0
0
Consumer
244
244
—
250
0
Loans with a specific valuation
As of or For the Year Ended December 31, 2019
Recorded BalanceUnpaid Principal BalanceSpecific AllowanceAverage Investment Impaired LoansInterest Income Recognized
(Dollars in thousands)
Loans without a specific valuation
Commercial$35,846 $35,846 $— $44,646 $1,549 
Energy2,864 2,864 — 4,381 199 
Commercial real estate9,464 9,464 — 12,907 669 
Construction and land development0 0 — 0 0 
Residential and multifamily real estate2,139 2,139 — 2,140 14 
PPP0 0 — 0 0 
Consumer0 0 — 0 0 
Loans with a specific valuation
Commercial35,030 40,030 19,942 39,688 460 
Energy6,880 9,880 1,949 10,547 264 
Commercial real estate1,028 1,028 210 1,037 47 
Construction and land development0 0 0 0 0 
Residential and multifamily real estate249 249 197 249 10 
PPP0 0 0 0 0 
Consumer0 0 0 0 0 
Total
Commercial70,876 75,876 19,942 84,334 2,009 
Energy9,744 12,744 1,949 14,928 463 
Commercial real estate10,492 10,492 210 13,944 716 
Construction and land development0 0 0 0 0 
Residential and multifamily real estate2,388 2,388 197 2,389 24 
PPP0 0 0 0 0 
Consumer0 0 0 0 0 
$93,500 $101,500 $22,298 $3,212 
Commercial
8,567
8,567
1,115
8,637
249
Energy
22,181
27,460
3,370
23,823
542
Commercial real estate
34,239
34,239
5,048
27,980
1,035
Construction and land development
0
0
0
0
0
Residential and multifamily real estate
0
0
0
0
0
PPP
0
0
0
0
0
Consumer
0
0
0
0
0
Total
Commercial
44,678
58,812
1,115
38,228
1,392
Energy
26,045
34,137
3,370
30,533
595
Commercial real estate
44,318
45,902
5,048
39,932
1,425
Construction and land development
0
0
0
0
0
Residential and multifamily real estate
6,329
6,585
0
6,315
145
PPP
0
0
0
0
0
Consumer
244
244
0
250
0
$
121,614
$
145,680
$
9,533
$
3,557
Non-accrual Loans
Non-accrual loans are loans for which the Company does not record interest
income. The accrual of interest on loans is discontinued at the time the loan is 90 days past due
unless the credit is well secured and in process of collection. Past due status is based on
contractual terms of the loan. In all cases, loans are placed on non-accrual or
charged off at
an earlier date, if collection of principal or interest is considered doubtful.
103
104
All interest accrued but not collected for loans that are placed on non-accrual
or charged off are reversed against interest income. The interest on these loans is accounted for
on the cash basis or cost-recovery method, until qualifying for return
to accrual. Loans are returned to accrual status when all the principal and interest amounts
contractually due are
brought current and future payments are reasonably assured. The following table presents the Company’s
non-accrual loans by loan category at December 31, 20202021 and 2019:2020:
As of December 31,
20202019
(Dollars in thousands)
Commercial$26,691 $32,130 
Energy25,927 4,540 
Commercial real estate19,088 1,063 
Construction and land development0 0 
Residential and multifamily real estate3,101 1,942 
PPP0 0 
Consumer244 0 
Total nonaccrual loans$75,051 $39,675 
As of December 31,
2021
2020
(Dollars in thousands)
Commercial
$
4,858
$
26,691
Energy
16,148
25,927
Commercial real estate
10,222
19,088
Construction and land development
0
0
Residential and multifamily real estate
204
3,101
PPP
0
0
Consumer
0
244
Total non-accrual loans
$
31,432
$
75,051
Troubled Debt Restructurings (“TDR”)
Restructured loans are those extended to borrowers who are experiencing
financial difficulty and who have been granted a concession, excluding loan modifications
as a
result of the COVID-19 pandemic as permitted by the CARES Act.Act (as extended by the Consolidated Appropriations Act of 2021). A TDR may also exist if the borrower transfers to
the Bank: (i) receivables for third parties; (ii) real estate; (iii) other assets; or
(iv) an equity position in the borrower to fully or partially satisfy a loan or the issuance or other
granting of an equity position to the Bank to fully or partially satisfy a debt unless the equity
position is granted pursuant to existing terms for converting the debt into
an equity
position.
Once an obligation has been restructured, the loan continues to be considered
restructured until: (i) the obligation is paid in full or (ii) the borrower is in compliance
with its
modified terms for at least 12 consecutive months, the loan has a market rate,
and the borrower could obtain similar terms from another bank. When a loan undergoes
a TDR, the
determination of whether the loan would remain on accrual status depends
on several factors including: (i) the accrual status prior to the restructuring;
(ii) the borrower’s
demonstrated performance under the previous terms; and (iii) the Bank’s credit
evaluation of the borrower’s capacity to continue to perform under the restructured
terms.
Loans identified as TDRs are evaluated for impairment using the present value of the expected
cash flows or the estimated fair value of the collateral if the loan is collateral
dependent. The fair value is determined, when possible, by an appraisal of the property less estimated
costs related to liquidation of the collateral. The appraisal amount may also be
adjusted for current market conditions. Adjustments to reflect the present value of the expected cash flows or the estimated
fair value of collateral dependent loans are a component
in determining an appropriate allowance, and as such, may result in increases or
decreases to the provision for loan losses in current and future earnings.
104
105
The table below presents loans restructured during the years ended
December 31, 20202021 and 2019,2020, including the post-modification outstanding balance and
the type of
concession made:
For the Year Ended December 31,
20202019
(Dollars in thousands)
Commercial
- Debt forgiveness$17,297 $0 
- Reduction of monthly payment1,224 994 
- Extension of maturity date0 30,005 
- Interest rate reduction3,171 0 
Energy
- Reduction of monthly payment7,825 0 
- Extension of maturity date2,340 0 
Commercial real estate
- Deferred payment21,210 0 
- Reduction of monthly payment0 3,767 
Total troubled debt restructurings$53,067 $34,766 
For the Year Ended December 31,
2021
2020
(Dollars in thousands)
Commercial
- Debt forgiveness
$
—
$
17,297
- Reduction of monthly payment
—
1,224
- Interest rate reduction
1,000
3,171
Energy
- Reduction of monthly payment
—
7,825
- Extension of maturity date
—
2,340
Commercial real estate
- Deferred payment
—
21,210
- Interest rate reduction
3,750
—
Total troubled debt restructurings
$
4,750
$
53,067
As of December 31, 2020,2021, the modifications related to the troubled debt
restructurings above did not impact the allowance for loan losses because the loans were previously
impaired and evaluated on an individual basis or sufficient collateral was obtained. The restructured loans had a total specific valuation allowance of $4 million and $18 million as of December 31, 2020 and 2019, respectively.
For the year ended December 31, 20202021 and 2019,2020, the TDRs outstanding resulted in
charge-offs of $26 million $
0
and $5 $
26
million and recoveries of $0$
81
thousand and $0,$
0
, respectively. No
NaN
TDRs modified within the past 12 months defaulted in 2020. During 2019, 1 commercial TDR modified within the past 12 months defaulted with an outstanding balance2021. The restructured loans had a total specific valuation
allowance of $28 million.$
4
million as of December 31, 2021 and 2020,
respectively.
The balance of restructured loans and the balance of those loans that are
in default at any time during the past 12 months at December 31, 2021 and
2020 and 2019 is provided below:
For the Year Ended December 31,
20202019
Number of LoansOutstanding Balance
Balance 90 Days Past Due at Any Time During Previous 12 Months(1)
Number of LoansOutstanding Balance
Balance 90 Days Past Due at Any Time During Previous 12 Months(1)
(Dollars in thousands)
Commercial7$22,759 $2,776 7$31,770 $831 
Energy411,053 2,713 22,864 — 
Commercial real estate426,038 0 34,909 0 
Construction and land development00 0 00 0 
Residential and multifamily real estate23,245 0 00 0 
PPP00 0 00 0 
Consumer00 0 00 0 
Total troubled debt restructured loans17$63,095 $5,489 12$39,543 $831 
(1) Default is considered to mean 90 days or more past due as to interest or principal.
For the Year Ended December 31,
2021
2020
Number of
Loans
Outstanding
Balance
Balance 90 Days Past Due
at Any Time During
Previous 12 Months
(1)
Number
of Loans
Outstanding
Balance
Balance 90 Days Past Due
at Any Time During
Previous 12 Months
(1)
(Dollars in thousands)
Commercial
1
$
910
$
4,899
7
$
22,759
$
2,776
Energy
4
10,118
7,825
4
11,053
2,713
Commercial real estate
5
26,158
0
4
26,038
0
Construction and land development
0
0
0
0
0
0
Residential and multifamily real estate
1
3,183
89
2
3,245
0
PPP
0
0
0
0
0
0
Consumer
0
0
0
0
0
0
Total troubled debt restructured loans
11
$
40,369
$
12,813
17
$
63,095
$
5,489
(1)
Default is considered to mean 90 days or more past due as to interest or principal.
106
During the year ended December 31, 2020, $1 2021, $
2
million of interest income was recognized related to the $63 $
40
million in TDRs above. If the loans had been current in
accordance with their original terms and had been outstanding throughout
the period or since inception, the gross interest income that would have been recorded
for the year ended
December 31, 20202021 would have been $2 $
3
million.
During the year ended December 31, 2019, $1 2020, $
1
million of interest income was recognized related to the $40 $
63
million in TDRs above. If the loans had been current in
accordance with their original terms and had been outstanding throughout
the period or since inception, the gross interest income that would have been recorded
for the year ended
December 31, 20192020 would have been $2 $
2
million. The majority of actual and potential interest income related to one loan relationship restructured late in the second quarter of 2019.
105
107
Note 5:
Premises and Equipment
Major classifications of premises and equipment, stated at cost, are as follows:
As of December 31,
20202019
(Dollars in thousands)
Land$7,384 $7,384 
Building and improvements62,331 59,500 
Construction in progress95 524 
Furniture and fixtures14,073 12,851 
Equipment9,587 9,158 
93,470 89,417 
Less: accumulated depreciation22,961 19,207 
Premises and equipment, net$70,509 $70,210 
As of December 31,
2021
2020
(Dollars in thousands)
Land
$
7,384
$
7,384
Building and improvements
62,344
62,331
Construction in progress
509
95
Furniture and fixtures
14,106
14,073
Equipment
9,596
9,587
93,939
93,470
Less: accumulated depreciation
27,870
22,961
Premises and equipment, net
$
66,069
$
70,509
Note 6:
Goodwill and Core Deposit Intangible
As a result of economic conditions from the COVID-19 pandemic and
oil market volatility, the Company conducted a June 30, 2020
goodwill impairment test. The test required a goodwill impairment charge of $7 
$
7
million, representing full impairment of goodwill. The
primary causes of the goodwill impairment were economic conditions,
volatility in the market capitalization of the Company, increased
loan provision in light of the COVID-19 pandemic, and other changes in key variables
driven by the uncertain macro-environment that
when combined, resulted in the reporting unit’s fair value being less than the
carrying value. The Tulsa, Oklahoma market represented the
reporting unit and included all goodwill previously recorded.
The reporting unit’s fair value was determined using a combination
of: (i) the capitalization of earnings method, an income
approach, and (ii) the public company method, a market approach. The income approach
estimated fair value by determining the cash flow
in a single period, adjusted for growth that is adjusted by
a capitalization rate. The market approach estimated fair value by averaging the
price-to-book multiples from peer, public banks and adding a control premium.
Since the core deposit intangible (“CDI”) outstanding came from the same
reporting unit, the Company conducted an impairment
test of CDI as of June 30, 2020. The Company used an income approach to calculate a CDI fair market
value. The results indicated the
CDI was not impaired as of June 30, 2020. Following the June 30, 2020
impairment test, no additional qualitative factors arose requiring
us to perform another CDI impairment test.
Fair value determinations require considerable judgment and are sensitive
to changes in underlying assumptions, estimates, and
market factors. Estimating the fair value of individual reporting units
requires management to make assumptions and estimates regarding
the Company’s future plans, as well as industry, economic, and regulatory
conditions. These assumptions and estimates include estimated
future cash flows, income tax rates, discount rates, growth rates, and other market
factors.
The change in goodwill and core deposit intangible during the years ended
December 31, 2021 and 2020 were:
Gross Carrying
Amount
Accumulated
Amortization
Impairment
Net Carrying
Amount
(Dollars in thousands)
December 31, 2021
Core deposit intangible
1,014
884
—
130
Total goodwill and intangible assets
$
1,014
$
884
$
—
$
130
December 31, 2020
Goodwill
$
7,397
$
—
$
7,397
$
0
Core deposit intangible
1,014
806
—
208
Total goodwill and 2019 were:intangible assets
Gross Carrying AmountAccumulated AmortizationImpairmentNet Carrying Amount
(Dollars in thousands)
December 31, 2020
Goodwill$7,397 $— $7,397 $0 
Core deposit intangible1,014 806 — 208 
Total goodwill and intangible assets$8,411 $806 $7,397 $208 
December 31, 2019
Goodwill$7,397 $— $0 $7,397 
Core deposit intangible1,014 717 — 297 
Total goodwill and intangible assets$8,411 $717 $0 $7,694 
$
8,411
$
806
$
7,397
$
208
The remaining CDI balance will amortize over the next three years.
two years
.
106
108
Note 7:
Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and
economic conditions.
The Company principally manages its exposures to a wide variety of
business and operational risks through management of its core business activities. The Company
manages economic risks, including interest rate, liquidity, and credit risk primarily
by
managing the amount, sources, and duration of its assets and liabilities and the use
of derivative financial instruments.
Specifically, the Company enters into derivative financial
instruments to manage exposures that arise from business activities that result in the receipt
or payment of future known and uncertain cash amounts, the value of
which are determined
by interest rates.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to
interest expense and to manage its exposure to interest rate movements. To accomplish
this
objective, the Company primarily uses interest rate swaps as part of its interest rate risk
management strategy.
Interest rate swaps designated as cash flow hedges involve the receipt of
variable amounts from a counterparty in exchange for the Company making
fixed-rate payments over the life of the agreements without exchange
of the underlying notional amount.
During 2021, the Company entered into forward-looking derivatives that
will be used to hedge variable cash flows associated with variable-rate funding. These
5
swaps had an
aggregate notional amount of $
100
million and $
0
at December 31, 2021 and 2020, respectively.
For derivatives designated and that qualify as cash flow hedges of interest rate
risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income
(“AOCI”) and subsequently reclassified into interest expense in the
same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to
derivatives will be reclassified to interest expense as interest payments
are made on the Company’s related, variable-rate debt. During the next twelve months,
the Company estimates
that an additional $
0
will be reclassified as a reduction to interest expense.
The Company’s derivative financial instruments are not effective until 2023. As a result, the derivative financial instruments
did not impact the Income Statement for the year
ended December 31, 2021 and 2020.
Non-designated Hedges
Derivatives not designated as hedges are not speculative and result from
a service provided to clients. The Company executes interest rate swaps with customers to facilitate
their respective risk management strategies.
Those interest rate swaps are simultaneously hedged by offsetting
derivatives that the Company executes with a third-party, such that
the
Company minimizes its net risk exposure resulting from such transactions.
Interest rate derivatives associated with this program do not meet the strict hedge
accounting requirements
and changes in the fair value of both the customer derivatives and the offsetting
derivatives are recognized directly in earnings. These
54
and
56
swaps had an aggregate notional
amount of $
535
million and $
516
million at December 31, 2021 and 2020, respectively.
During 2019, the Company changed an input associated with the fair
market value related to derivatives not designated as hedges. The model utilized to calculate the
nonperformance risk, also known as the credit valuation adjustment (“CVA”),
was adjusted from a default methodology to an internal review
process by the Company. Management
believes this change better aligns with the Company’s credit methodology and underwriting
standards.
As a result of the change in methodology, the Company recorded an adjustment to
increase swap fee income, net, by approximately $800 $
800
thousand, related to swaps closed as of
June 30, 2019. If no defaults occur for derivatives not designated as hedges,
the change in methodology will lower future swap fee income, net, by the same amount.
As of December 31, 2020 and 2019, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:
December 31, 2020December 31, 2019
ProductNumber of InstrumentsNotional AmountNumber of InstrumentsNotional Amount
(Dollars in thousands)
Back-to-back swaps56$515,567 56$380,050 
The table below presents the fair value of the Company’s derivative financial instruments and their classification on the balance sheet as of December 31, 2020 and 2019:
Asset DerivativesLiability Derivatives
Balance SheetAs of December 31,Balance SheetAs of December 31,
Location20202019Location20202019
(Dollars in thousands)
Derivatives not designated as hedging instruments
Interest rate productsOther assets$24,094$9,838Other liabilities$24,454 $9,907 
The effect of the Company’s derivative financial instruments that are not designated
as hedging instruments are reported on the statements of income as swap fee income,
net.
During 2021, the Company recorded a $
342
thousand gain for CVA adjustments primarily related to one swap. During 2020, the Company recorded a $290 $
290
thousand loss for CVA
109
adjustments primarily related to one swap. The effect of the Company’s derivative financial
instruments gain or loss are reported on the statements of cash flows within other
assets and
other liabilities.
Fair Values of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company’s derivative financial
instruments and their classification on the balance sheet as of December 31, 2021
and 2020:
Asset Derivatives
Liability Derivatives
Balance Sheet
As of December 31,
Balance Sheet
As of December 31,
Location
2021
2020
Location
2021
2020
(Dollars in thousands)
Interest rate products:
Derivatives designated as hedging instruments
Other assets
$
3
$
0
Other liabilities
$
565
$
0
Derivatives not designated as hedging
instruments
Other assets
$
11,305
$
24,094
Other liabilities
$
11,322
$
24,454
Total
$
11,308
$
24,094
$
11,887
$
24,454
Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income
The table below presents the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income
as of December 31, 2021. The Company had no cash flow
hedges for the year ended December 31, 2020.
December 31, 2021
Gain or (Loss)
Recognized in
OCI on
Derivative
Gain or (Loss)
Recognized in
OCI Included
Component
Gain or (Loss)
Recognized in
OCI Excluded
Component
Location of Gain or
(Loss) Recognized from
Accumulated Other
Comprehensive Income
into Income
Gain or (Loss)
Reclassified
from
Accumulated
OCI into Income
Gain or (Loss)
Reclassified from
Accumulated OCI
into Income
Included
Component
Gain or (Loss)
Reclassified from
Accumulated OCI
into Income
Excluded
Component
(Dollars in thousands)
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products
$
(562)
$
(562)
$
0
Interest Expense
$
0
$
0
$
0
Credit Risk Related Contingent Features
As of December 31, 2021, the fair value of derivatives in a net liability position,
which includes accrued interest but excludes any adjustment for nonperformance
risk, related to
these agreements was $
11
million. As of December 31, 2021, the Company has minimum collateral posting thresholds with certain of its derivative
counterparties and has posted
collateral of $
17
million.
110
Note 8:
Foreclosed Assets
Foreclosed asset activity was as follows:
As of or for the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Beginning balance
$
2,347
$
3,619
$
0
Loans transferred to foreclosed assets
0
930
3,619
Direct write-downs
(629)
(1,118)
0
Sales proceeds from foreclosed assets
(628)
(1,045)
0
Gain (loss) on sale of foreclosed assets
58
(39)
0
Ending balance
$
1,148
$
2,347
$
3,619
Foreclosed assets consisted of a commercial use facilities and raw landfacility at December 31, 2021. For
the year-ended December 31, 2021, the
Company sold the raw land foreclosed upon in 2019 and a commercial use facility
foreclosed upon in 2020. During 2020, the Company
sold the industrial facilities that were foreclosed upon in 2019 and impaired
the raw land foreclosed upon in 2019 . 2019.
Upon acquisition, foreclosed assets are recorded at fair value less estimated selling costs at the
date of foreclosure, establishing a
new cost basis. They are subsequently carried at the lower of cost or fair value less estimated
selling costs. Income and losses are reported
on the Consolidated Statements of Income under the foreclosed assets, net section.
Note 9:
Interest-bearing Time Deposits
Interest-bearing time deposits in denominations of $250 thousand or more
were $524 $
324
million and $692 $
524
million as of December 31,
2021 and 2020, and 2019, respectively.
The Company acquires brokered deposits in the normal course of business. At December 31, 2021 and 2020, and 2019, brokered
deposits of
approximately $188 $
91
million and $392 $
188
million, respectively, were included in the Company’s time deposit balance. Reciprocal
deposits,
which includes The Certificate of Deposit Account Registry Services (“CDARS”) discussed below, are treated
as core deposits instead of
brokered deposits and are not included in the above amounts.
The Company is a member of CDARS that allows depositors to receive FDIC insurance
on amounts greater than the FDIC
insurance limit, which is currently $250,000. CDARS allows institutions to break
large deposits into smaller amounts and place them in a
107
network of other CDARS institutions to ensure full FDIC insurance is gained
on the entire deposit. CDARS totaled approximately $75 $
50
million and $42 $
75
million as of December 31, 20202021 and 2019,2020, respectively.
The scheduled maturities for time deposits are provided inNote 10: Borrowing Arrangements below.
Note 10: Borrowing Arrangements
below.
111
Note 10:
Borrowing Arrangements
The following table summarizes borrowings at December 31, 2020 2021
and 2019:2020:
As of and For the Year Ended December 31,
20202019
(Dollars in thousands)
Balance
Rate(6)
Maximum Balance at Any End of MonthBalance
Rate(6)
Maximum Balance at Any End of Month
Repurchase agreements(1)
$2,306 0.15%$57,259 $14,921 1.00%$72,048 
Federal funds purchased(2)
0 NA30,000 0 NA25,000 
FHLB advances(3)
293,100 1.78450,659 358,743 1.84358,743 
FHLB line of credit(3)
0 NA20,000 0 NA30,000 
Federal Reserve Borrowing(4)
0 NA15,000 0 NA0 
Trust preferred security(5)
963 1.96%$963 921 3.63%$921 
Total borrowings$296,369 $374,585 
As of and For the Year Ended December 31,
2021
2020
(Dollars in thousands)
Balance
Rate
(6)
Maximum Balance at
Any End of Month
Balance
Rate
(6)
Maximum Balance at
Any End of Month
Repurchase agreements
(1)
$
0
NA
%
$
6,218
$
2,306
0.15
%
$
57,259
Federal funds purchased
(2)
0
NA
0
0
NA
30,000
FHLB advances
(3)
236,600
1.92
293,100
293,100
1.78
450,659
FHLB line of credit
(3)
—
NA
0
—
NA
20,000
Federal Reserve Borrowing
(4)
—
NA
0
—
NA
15,000
Trust preferred security
(5)
1,009
1.94
%
$
1,009
963
1.96
%
$
963
Total borrowings
$
237,609
$
296,369
(1)
Repurchase agreements consist of Bank obligations to other parties payable on demand
and generally have one day maturities. The obligations are collateralized by
securities of
U.S. government sponsored enterprises and mortgage-backed
securities and such collateral is held by a third-party custodian. The year-to-date average daily
balance was $32 
$
2
million and $44 $
32
million for the years ended December 31, 20202021 and 2019,2020, respectively. The securities, mortgage-backed
government sponsored residential securities, pledged
for customer repurchase agreements were $6 million $
0
and $37 $
6
million at December 31, 2021 and 2020, and 2019, respectively.
(2)
Federal funds purchased include short-term funds that are borrowed from
another bank. The Bank is part of a third-party service that allows us to borrow amounts from
another
bank if the bank has approved us for credit. Federal funds purchased generally have
one day maturities.
(3)
FHLB advances and line of credit are collateralized by a blanket floating
lien on certain loans, as well as, unrestricted securities. FHLB advances are at a fixed rate, ranging
from 0.37%
0.37
% to 2.88%
2.88
% and are subject to restrictions or penalties in the event of prepayment. The FHLB line of credit has a variable
interest rate that reprices daily based on FHLB’s
cost of funds and maturesmatures on May 14, 2021.2022.
(4)
Federal Reserve borrowings are collateralized by certain available-for-sale
securities and certain loans. The Federal Reserve discount window advance rates are variable and
based on an established discount rate determined by the Reserve Banks’ board of directors, subject to review and determination
by the Board of Governors. The borrowings
typically mature in 90 days.
90
days.
(5)
On June 30, 2010, the Company assumed a liability with a fair value of $1 $
1
million related to the assumption of trust preferred securities issued by Leawood Bancshares
Statutory
Trust I for $4 $
4
million on September 30, 2005. In 2012, the Company settled litigation related
to the trust preferred securities which decreased the principal balance by $1.5 $
1.5
million
and the recorded balance by approximately $400 $
400
thousand. The difference between the recorded amount and the contract value of $2.5 $
2.5
million is being accreted to the maturity
date in 2035. Distributions will be paid on each security at a variable annual
rate of interest, equal to LIBOR, plus 1.74%.
1.74
%.
(6)
Represents the year-end weighted average interest rate.
112
The following table summarizes the Company’s other borrowing capacities
at December 31, 20202021 and 2019:2020:
As of December 31,
20202019
(Dollars in thousands)
FHLB borrowing capacity relating to loans$518,191 $490,218 
FHLB borrowing capacity relating to securities0 0 
Total FHLB borrowing capacity$518,191 $490,218 
Unused Federal Reserve borrowing capacity$435,805 $287,857 
108
As of December 31,
2021
2020
(Dollars in thousands)
FHLB borrowing capacity relating to loans
$
435,562
$
518,191
FHLB borrowing capacity relating to securities
0
0
Total FHLB borrowing capacity
$
435,562
$
518,191
Unused Federal Reserve borrowing capacity
$
428,786
$
435,805
The scheduled maturities, excluding interest, of the Company’s borrowings at
December 31, 20202021 were as follows:
As of December 31, 2020
Within One YearOne to Two YearsTwo to Three YearsThree to Four YearsFour to Five YearsAfter Five YearsTotal
(Dollars in thousands)
Time deposits$867,927 $114,963 $44,392 $15,501 $699 $0 $1,043,482 
Fed funds purchased & repurchase agreements2,306 — — — — — 2,306 
FHLB borrowings16,500 21,500 35,000 0 5,100 215,000 293,100 
Trust preferred securities(1)
0 0 0 0 0 963 963 
Total$886,733 $136,463 $79,392 $15,501 $5,799 $215,963 $1,339,851 
As of December 31, 2021
Within One
Year
One to Two
Years
Two to Three
Years
Three to
Four Years
Four to Five
Years
After Five Years
Total
(Dollars in thousands)
Time deposits
$
538,208
$
66,660
$
17,422
$
718
$
1,346
$
33
$
624,387
FHLB borrowings
21,500
35,000
0
5,100
0
175,000
236,600
Trust preferred securities
(1)
0
0
0
0
0
1,009
1,009
Total
$
559,708
$
101,660
$
17,422
$
5,818
$
1,346
$
176,042
$
861,996
(1)
The contract value of the trust preferred securities is $2.6 $
2.6
million and is currently being accreted to the maturity date of 2035.
During the year ended December 31, 2021, the Company recorded $
771
thousand in prepayment penalties related to $
40
million of FHLB borrowings. The prepayment
penalties are included in interest expense within the Consolidated Statements of
Income.
113
Note 11:
Income Taxes
The provision for income taxes includes these components:
For the Year Ended December 31,
202020192018
(Dollars in thousands)
Taxes currently payable (receivable)$7,970 $7,624 $(2,155)
Deferred income tax liability(5,257)(3,486)(239)
Income tax expense (benefit)$2,713 $4,138 $(2,394)
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Taxes currently payable
$
14,892
$
7,970
$
7,624
Deferred income tax asset (liability)
2,664
(5,257)
(3,486)
Income tax expense
$
17,556
$
2,713
$
4,138
An income tax reconciliation at the statutory rate to the Company’s actual income
tax expense (benefit) is shown below:
For the Year Ended December 31,
202020192018
(Dollars in thousands)
Computed at the statutory rate (21%)$3,216 $6,848 $3,611 
Increase (decrease) resulting from
Tax-exempt income(3,109)(2,913)(3,508)
Nondeductible expenses194 356 380 
State tax credit0 (1,361)(3,129)
State income tax expense (benefit)679 1,288 687 
Equity-based compensation179 (88)(445)
Goodwill impairment1,553 0 0 
Other adjustments1 8 10 
Actual tax expense (benefit)$2,713 $4,138 $(2,394)
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Computed at the statutory rate (21%)
$
18,263
$
3,216
$
6,848
Increase (decrease) resulting from
Tax-exempt income
(3,672)
(3,109)
(2,913)
Nondeductible expenses
232
194
356
State tax credit
0
0
(1,361)
State income taxes
3,030
679
1,288
Equity based compensation
(172)
179
(88)
Goodwill impairment
0
1,553
0
Other adjustments
(125)
1
8
Actual tax expense
$
17,556
$
2,713
$
4,138
During 2019, the Company received a $2 $
2
million gross state tax credit that will offset certain state income taxes. As a result, the
Company recorded a $2 $
2
million tax benefit, offset by $362 $
362
thousand in federal tax expense. This resulted in a $1 $
1
million deferred tax asset
in 2019. During 2018, the Company received a $3 $
3
million state tax credit that will offset certain state income taxes. The Company had a $2 $
1
million deferred tax asset as of December 31, 20202021 due to the previously mentioned
state tax credits. The deferred tax asset will decrease
as the Company produces certain state taxable income and expires on
December 31, 2034.
109
The tax effects of temporary differences related to deferred taxes shown on the consolidated balance sheets within other assets are presented below:
As of December 31,
December 31, 2020December 31, 2019
(Dollars in thousands)
Deferred tax assets
Allowance for loan losses$18,124 $13,928 
Lease incentive564 294 
Impairment of available-for-sale securities0 493 
Loan fees3,178 2,317 
Accrued expenses2,128 2,131 
Deferred compensation2,474 2,444 
State tax credit2,621 3,287 
Other946 420 
Total deferred tax asset30,035 25,314 
Deferred tax liability
Net unrealized gain on securities available-for-sale(9,531)(5,339)
FHLB stock basis(1,209)(996)
Premises and equipment(2,881)(3,620)
Other(1,601)(1,577)
Total deferred tax liability(15,222)(11,532)
Net deferred tax asset$14,813 $13,782 
The Company has approximately $
1
million of federal net operating loss carry-forwards, which expire after 2028. The net operating
loss is subject to annual usage limitations of $
180
thousand per year, but may include unused amounts from prior years.
The Company
fully expects to utilize the entire net operating loss carry-forwards before
they expire.
The Company has approximately $
2
million of capital loss carry-forwards, which expire after 2026. The Company fully expects to
utilize the entire capital loss carry-forwards before they expire.
114
The tax effects of temporary differences related to deferred taxes shown
on the consolidated balance sheets within other assets are
presented below:
As of December 31,
2021
2020
(Dollars in thousands)
Deferred tax assets
Allowance for loan losses
$
14,051
$
18,124
Lease incentive
508
564
Loan fees
3,227
3,178
Accrued expenses
2,735
2,128
Deferred compensation
2,418
2,474
State tax credit
1,033
2,621
Other
2,057
946
Total deferred tax asset
26,029
30,035
Deferred tax liability
Net unrealized gain on securities available-for-sale
(6,967)
(9,531)
FHLB stock basis
(757)
(1,209)
Premises and equipment
(2,602)
(2,881)
Other
(1,229)
(1,601)
Total deferred tax liability
(11,555)
(15,222)
Net deferred tax asset
$
14,474
$
14,813
State Tax Exam
During 2019, the Company received notice of a state tax audit for tax years
ended December 31, 2016, 2017 and 2018. The
resolution of findings did not have a material adverse effect on the consolidated
financial position, result of operations and cash flows of
the Company.
Note 12:
Changes in Accumulated Other Comprehensive Income
Amounts reclassified from accumulated other comprehensive income
(“AOCI”) and the affected line items in the consolidated
statements of income were as follows:
For the Year Ended December 31,Affected Line Item in the
202020192018Statements of Income
(Dollars in thousands)
Unrealized gains on available-for-sale securities$1,704 $987 $538 Gain on sale of available-for-sale debt securities
Less: tax effect415 242 132 Income tax expense
Net reclassified amount$1,289 $745 $406 
For the Year Ended December 31,
Affected Line Item in the
2021
2020
2019
Statements of Income
(Dollars in thousands)
Unrealized gains on available-for-sale
securities
$
1,023
$
1,704
$
987
Realized gains on available-
for-sale securities
Less: tax expense effect
245
415
242
Income tax expense
Net reclassified amount
$
778
$
1,289
$
745
Note 13:
Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies.
The Basel III Capital Rules (“Basel III”) were jointly published by three federal
banking regulatory agencies. Basel III defines the
components of capital, risk weighting and other issues affecting the numerator
and denominator in regulatory capital ratios.
Failure to meet minimum capital requirements can initiate certain mandatory
and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on
the Company’s consolidated financial statements. The actions may
include dividend payment restrictions, require the adoption of
remedial measures to increase capital, terminate FDIC deposit insurance,
and mandate the appointment of a conservator or receiver in severe cases. Under
capital adequacy guidelines and the regulatory framework
110
for prompt corrective action, the Company and the Bank must meet specific capital guidelines
that involve quantitative measures of assets,
liabilities and certain off-balance-sheet items as calculated under
U.S. GAAP, regulatory reporting requirements and regulatory capital
standards. The capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk
weightings and other factors. Furthermore, the Company’s regulators could
require adjustments to regulatory capital not reflected in these
consolidated financial statements.
115
Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain
minimum amounts and ratios (set forth in the table below) of total and tier I capital (as defined)
to risk-weighted assets (as defined),
common equity tier I capital (as defined) to risk-weighted assets (as defined),
and of tier I capital (as defined) to average assets (as
defined).
Management believes, as of December 31, 2020,2021, the Company and the Bank met all capital
adequacy requirements to which
they are subject.
As of December 31, 2020,2021, the most recent notification from the applicable
regulatory agencies categorized the Bank as
well
capitalized
under the regulatory framework for prompt corrective action. To be categorized as
well capitalized
, the Bank must maintain
minimum total risk-based, tier I risk-based, common equity tier I risk-based
and tier I leverage ratios as set forth in the table below. There
are no conditions or events since that notification that management believes
have changed the Bank’s category. The Company’s and the
Bank’s actual capital amounts and ratios as of December 31, 2020 2021
and 20192020 are presented in the following table:
Actual
ActualMinimum Capital Required - Basel IIIRequired to be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
December 31, 2020
Total Capital to Risk-Weighted Assets
Consolidated$656,806 13.1 %$527,486 10.5 %N/AN/A
Bank611,533 12.2 527,217 10.5 $502,111 10.0 %
Tier I Capital to Risk-Weighted Assets
Consolidated593,865 11.8 427,012 8.5 N/AN/A
Bank548,615 10.9 426,794 8.5 401,689 8.0 
Common Equity Tier 1 to Risk-Weighted Assets
Consolidated592,902 11.8 351,657 7.0 N/AN/A
Bank548,615 10.9 351,478 7.0 326,372 6.5 
Tier I Capital to Average Assets
Consolidated593,865 10.8 219,550 4.0 N/AN/A
Bank$548,615 10.0 %$219,441 4.0 %$274,302 5.0 %
December 31, 2019
Total Capital to Risk-Weighted Assets
Consolidated$633,228 13.4 %$495,095 10.5 %N/AN/A
Bank581,600 12.3 494,954 10.5 $471,385 10.0 %
Tier I Capital to Risk-Weighted Assets
Consolidated576,332 12.2 400,791 8.5 N/AN/A
Bank524,704 11.1 400,677 8.5 377,108 8.0 
Common Equity Tier 1 to Risk-Weighted Assets
Consolidated575,411 12.2 330,063 7.0 N/AN/A
Bank524,704 11.1 329,970 7.0 306,400 6.5 
Tier I Capital to Average Assets
Consolidated576,332 12.1 191,093 4.0 N/AN/A
Bank$524,704 11.0 %$191,170 4.0 %$238,963 5.0 %
Minimum Capital
Required - Basel III
Required to be Considered
Well Capitalized
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
December 31, 2021
Total Capital to Risk-Weighted Assets
Consolidated
$
704,544
13.6
%
$
544,060
10.5
%
N/A
N/A
Bank
681,980
13.2
543,708
10.5
$
517,817
10.0
%
Tier I Capital to Risk-Weighted Assets
Consolidated
646,169
12.5
440,430
8.5
N/A
N/A
Bank
623,605
12.0
440,144
8.5
414,253
8.0
Common Equity Tier 1 to Risk-Weighted Assets
Consolidated
645,160
12.5
362,707
7.0
N/A
N/A
Bank
623,605
12.0
362,472
7.0
336,581
6.5
Tier I Capital to Average Assets
Consolidated
646,169
11.8
218,510
4.0
N/A
N/A
Bank
$
623,605
11.4
%
$
218,366
4.0
%
$
272,958
5.0
%
December 31, 2020
Total Capital to Risk-Weighted Assets
Consolidated
$
656,806
13.1
%
$
527,486
10.5
%
N/A
N/A
Bank
611,533
12.2
527,217
10.5
$
502,111
10.0
%
Tier I Capital to Risk-Weighted Assets
Consolidated
593,865
11.8
427,012
8.5
N/A
N/A
Bank
548,615
10.9
426,794
8.5
401,689
8.0
Common Equity Tier 1 to Risk-Weighted Assets
Consolidated
592,902
11.8
351,657
7.0
N/A
N/A
Bank
548,615
10.9
351,478
7.0
326,372
6.5
Tier I Capital to Average Assets
Consolidated
593,865
10.8
219,550
4.0
N/A
N/A
Bank
$
548,615
10.0
%
$
219,441
4.0
%
$
274,302
5.0
%
The above minimum capital requirements include the capital conservation
buffer required to avoid limitations on capital
distributions, including dividend payments and certain discretionary bonus
payments to executive officers. The capital conservation buffer
was 2.5%
2.5
% at December 31, 20202021 and 2019.2020.
111
Note 14:
Employee Benefit Plan
The Company has a retirement savings 401(k) plan covering substantially all employees.
Employees may contribute a portion of
their compensation to the plan. During 2021, 2020 and 2019, and 2018, Company
contributions to the plan were 100%
100
% on the first 1%
1
% of employees’
salary deferral amounts plus
50
% of employees’ salary deferral amounts plus 50% of employees’ salary deferral amounts over 1%
1
%, but capped at 6%
6
% of employees’ compensation.
Additional contributions are discretionary and are determined annually by the
Board of Directors. Company contributions to the plan were $1
$1 million, $1 $
1
million and $891 thousand$
1
million for 2021, 2020 and 2019, and 2018, respectively.
116
Note 15:
Revenue from Contracts with Customers
Except for gains or losses from the sale of foreclosed assets, the Company’s revenue from
contracts with customers within the scope
of ASC 606 is recognized in non-interest income. The Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” and its related amendments as of January 1, 2019 using the modified retrospective approach. The implementation had no material impact on the measurement or recognition of revenue of either current or prior periods.
The categories are selected based on the nature, amount, timing, and uncertainty
of revenue and cash flows. The following presents descriptions of revenue categories
within the scope of ASU 2014-09 (ASC 606):ASC 606:
Service charges and fees (rebates) on customer accounts -
This segment consists of monthly fees for the services rendered on
customer deposit accounts, including maintenance charges, overdraft
fees, and processing fees. The monthly fee structures are typically
based on type of account, volume, and activity. The customer is typically billed monthly and pays
the bill from their deposit account. The
Company satisfies the performance obligation related to providing depository
accounts monthly as transactions are processed and deposit
service charge revenue is recorded.
ATM and credit card interchange income -
This segment consists of fees charged for use of the Company’s ATMs, as well as, an
interchange fee with credit card and debit card service providers. ATM fees and interchange fees are based on the number
of transactions,
as well as, the underlying agreements. Customers are typically billed monthly. The Company
satisfies the performance obligation related to
ATM and interchange fees monthly as transactions are processed and revenue
is recorded.
International fees -
This segment consists of fees earned from foreign exchange transactions and
preparation of international
documentation. International fees are based on underlying agreements
that describe the Company’s performance obligation and the related
fee. Customers are typically billed and cash is received once the service
or transaction is complete. The Company satisfies the performance
obligation related to international fees monthly as transactions are processed
and revenue is recorded.
Other fees -
This segment consists of numerous, smaller fees such as wire transfer fees, referral
fees, check cashing fees, and check
printing fees. Other fees are typically billed to customers on a monthly
basis. Performance obligations for other fees are satisfied at the
time that the service is rendered.
Gain or loss on foreclosed assets
– Foreclosed assets are often sold in transactions that may not be considered
a contract with a
customer because the sale of the asset may not be an output of the Company’s ordinary
activities. However, sales of nonfinancial assets,
including in-substance nonfinancial assets, should be accounted for in
accordance with ASC 610-20, “Other Income-Gains and Losses
from the Derecognition of Nonfinancial Assets,” which requires the Company to apply certain measurement and recognition
concepts of
ASC 606. Accordingly, the Company recognizes the sale of a foreclosed asset, along with any associated gain or
loss, when control of the
asset transfers to the buyer. For sales of existing assets, this generally
will occur at the point of sale. When the Company finances the sale
of the foreclosed asset to the buyer, the Company must assess whether the
buyer is committed to perform their obligations under the
contract and whether collectability of the transaction price is probable. Once
these criteria are met, the repossessed asset is derecognized
and the gain or loss on sale is recorded upon the transfer of control of the
asset to the buyer.
The following table disaggregates the noninterest income subject to ASU 2014-09ASC 606 by category:
For the Year Ended December 31,
20202019
(Dollars in thousands)
Noninterest income subject to ASU 2014-09
Service charges and fees (rebates) on customer accounts$2,803 $604 
ATM and credit card interchange income4,379 1,785 
International fees1,091 716 
Other fees87 122 
Total noninterest income from contracts with customers8,360 3,227 
Noninterest income not subject to ASU 2014-09
Other noninterest income3,373 5,480 
Total noninterest income$11,733 $8,707 
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Non-interest income subject to ASC 606
Service charges and fees on customer accounts
$
4,580
$
2,803
$
604
ATM and credit card interchange income
7,996
4,379
1,785
International fees
1,531
1,091
716
Other fees
134
87
122
Total non-interest income from contracts with customers
14,241
8,360
3,227
Non-interest income not subject to ASC 606
Other non-interest income
(581)
3,373
5,480
Total non-interest income
$
13,660
$
11,733
$
8,707
117
Note 16:
Stock-Based Compensation
The Company issues stock-based compensation in the form of non-vested
restricted stock and stock appreciation rights under the
2018 Omnibus Equity Incentive Plan (“Omnibus Plan”). In addition,
the Company has an Employee Stock Purchase Plan (“ESPP”) that
was suspended effective April 1, 2019 and reinstituted effective July 1, 2020. The Omnibus Plan will expire on the tenth anniversary
of its
effective date. The aggregate number of shares authorized for future issuance under
the Omnibus Plan is 2,083,353
1,775,245
shares as of
December 31, 2020.2021. The Company will issue new common shares upon exercise or
vesting of stock-based awards.
112
During 2018, the Company announced a 2-for-1 stock split effected in the form of a dividend. The stock split was effective on December 21, 2018. Except as described herein, stock-based awards were retroactively adjusted for all periods presented to reflect the change in capital structure.
During 2018, awards issued under the Stock Settled Appreciation Right (“SSAR”) Plan, Equity Incentive Plan, Employee Equity
Incentive Plan and New Market Founder Plan were assumed under the Omnibus
Plan as agreed upon with participants, impacting all
participants who agreed to the assumption. The awards are called “Legacy Awards.” Material terms and conditions of Legacy Awards
remain unchanged; therefore, no modification to their fair market value
was required. Going forward, all awards will be issued under the
Omnibus Plan.
During 2018, several events, including the ones mentioned above, impacted stock-based compensation. A table showing the events and the impact to stock-based compensation is provided at the end of Note 16.
The table below summarizes stock-based compensation for the years
ended December 31, 2021, 2020, 2019, and 2018:2019:
For the Year Ended December 31,
202020192018
(Dollars in thousands)
Stock appreciation rights$994 $1,243 $1,457 
Performance-based stock awards249 271 578 
Restricted stock awards3,078 3,174 2,404 
Employee stock purchase plan42 36 165 
Total stock-based compensation$4,363 $4,724 $4,604 
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Stock appreciation rights
$
711
$
994
$
1,243
Performance-based stock awards
741
249
271
Restricted stock units and awards
3,047
3,078
3,174
Employee stock purchase plan
85
42
36
Total stock-based compensation
$
4,584
$
4,363
$
4,724
Stock Settled Appreciation
Rights
SSARs are granted based on the fair market value of the Company’s common
stock. SSARs typically vest in equal amounts over a
seven-year
period, commencing on the first anniversary of the effective date of grant and have
fifteen-year
contractual terms for Legacy
Awards and
ten-year
contractual terms for all other SSARs. Legacy Awards include retirement eligibility upon the participant’s 65th
birthday,
five years
of participation, and after
one year
holding the grant. The exercise of a SSAR entitles the participant to the excess of
the exercise price over the grant price for each SSAR.
Exercise price is based on the fair market value of the Company’s common
shares.
During 2018, the Company issued 100,000 SSARs with a strike price of $28.50 to a nonemployee. The SSARs vest in equal amounts over a five-year period, commencing on the first anniversary of the effective date of grant and have a five-year contractual term. The Company determined that the award did not require substantive service, which required the award to be fully expensed at the grant date. Because the award is to a nonemployee, the fair market value for this award was adjusted quarterly until the Company adopted ASU 2018-07 in the first quarter of 2019, which set the fair market value for this award. Additional information on ASU 2018-07 can be found in Note 1: Nature of Operations and Summary of Significant Accounting Policies within the Notes to the Consolidated Financial Statements. The SSAR was not adjusted with respect to the 2-for-1 stock split in accordance with the underlying agreements with the nonemployee and the applicable plan, which did not provide for adjustment.
During 2018, the Company accelerated the vesting of 107,482 SSARs in accordance with the Chairman Emeritus Agreement. The acceleration resulted in $430 thousand in additional expense due to modification accounting. Both the award to the nonemployee and modification to existing SSARs are included in the tables below.
During 2018, 240,000 SSARs were granted that vest in equal amounts over a three-year period, commencing on the first anniversary of the effective date of grant and have fifteen-year contractual terms.
The calculated value of each share award is estimated at the grant date using a Black-Scholes
option valuation model. Expected
volatility is primarily based on an internal model that calculates the historical
volatility of the Company’s stock since the IPO and several
peer group banks’ weekly average stock prices before the IPO over the expected term. The expected term of stock granted represents the
period of time that shares are expected to be outstanding. The risk-free rate for periods within
the contractual life of the share award is based on
the U.S. Treasury yield curve.
For the expected term, the Company uses the simplified method described
in SAB Topic 14.D.2. This method uses an expected term
based on the midpoint between the vesting date and the end of the contractual term. This method
is used for the majority of SSARs,
because the Company does not have a significant pool of SSARs that have been
exercised. For some SSARs that are granted to participants
who will be retirement eligible during the term of the award, a separate analysis is performed
that focuses more on expected retirement
date.
113
118
The following table provides the range of assumptions used in the Black-Scholes
valuation model, the weighted average grant date
fair value, and information related to SSARs exercised for the following years,
as well as, the remaining compensation cost to be
recognized and period over which the amount will be recognized as of the dates indicated:
For the Year Ended December 31,
2020
2019(1)
2018
(Dollars in thousands, except per share data)
Assumptions:
Expected volatility20.34%24.63% - 33.63%25.69% - 42.99%
Expected dividends0.00%0.00%0.00%
Expected term (in years)6.004.24 - 7.004.00 - 9.50
Risk-free rate0.38%1.45% - 2.55%2.50% - 2.94%
Weighted average grant date fair value per share$1.93$5.43$4.68
Aggregate intrinsic value of SSARs exercised$571$493$2,214
Total fair value of SSARs vested during the year$1,245$1,171$1,710
Unrecognized compensation information:
Unrecognized compensation cost$1,737$2,904$3,730
Period remaining (in years)3.33.93.9
(1) The Black-Scholes inputs include a revaluation of a nonemployee SSAR upon adoption of ASU 2018-07, as well as, SSARs granted during the period.
For the Year Ended December 31,
2021
2020
2019
(1)
(Dollars in thousands, except per share data)
Assumptions:
Expected volatility
42.93
% -
43.29
%
20.34
%
24.63
% -
33.63
%
Expected dividends
0.00%
0.00%
0.00%
Expected term (in years)
7.00 - 7.01
6.00
4.24 - 7.00
Risk-free rate
0.94
% -
1.36
%
%
0.38
%
1.45
% -
2.55
%
Weighted average grant date fair value per share
$
6.50
$
1.93
$
5.43
Aggregate intrinsic value of SSARs exercised
$
1,297
$
571
$
493
Total fair value of SSARs vested during the year
$
1,087
$
1,245
$
1,171
Unrecognized compensation information:
Unrecognized compensation cost
$
1,249
$
1,737
$
2,904
Period remaining (in years)
4.1
3.3
3.9
(1)
The Black-Scholes inputs include a revaluation of a nonemployee SSAR upon adoption of ASU 2018-07, as well as, SSARs granted during the
period.
A summary of SSAR activity during and as of December 31, 20202021 is presented below:
Stock Settled Appreciation Rights
UnitsWeighted Average Exercise PriceWeighted Average Remaining Contractual Term
Outstanding, January 1, 20201,772,652 $10.31 9.20
Granted25,907 9.35 9.42
Exercised(140,354)5.94 
Forfeited or expired(68,530)9.14 
Outstanding, December 31, 20201,589,675 $10.73 8.45
Exercisable, December 31, 2020991,130 $9.59 8.14
Stock Settled Appreciation Rights
Units
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual Term
Outstanding, January 1, 2021
1,589,675
$
10.73
8.45
Granted
63,000
14.20
9.67
Exercised
(141,186)
7.08
Forfeited or expired
(38,413)
11.99
Outstanding, December 31, 2021
1,473,076
$
11.20
7.13
Exercisable, December 31, 2021
1,120,238
$
10.46
6.93
Performance-Based Stock
Awards (“PBSAs”)
The Company awards PBSAs to key officers of the Company. The stock settled awards are
typically granted annually as determined
by the Compensation Committee. The performance-based shares typically cliff-vest
at the end of
three years
based on attainment of certain
performance metrics developed by the Compensation Committee. The ultimate number
of shares issuable under each performance award is
the product of the award target and the award payout percentage given the level of achievement. The
award payout percentages by level of
achievement range between 0%
0
% of target and 150%
150
% of target.
During 2016, the Company awarded PBSAs to New Market Founders. A New Market Founder is a nonemployee, adviser chosen in
a selected market to facilitate expansion of banking relationships. During
2016, 110,900
116,960
PBSAs were granted and cliff-vestcliff-vested on
December 31, 2021. NaN compensation expense was recognized as part of this plan during 2018. The Company adopted ASU 2018-07 in the first quarter of 2019, which set the fair market value for this award. The
Company determined that no substantial service existed for this award,
resulting in a cumulative effect adjustment of approximately $2
$
2
million to retained earnings. Increases to the expected or actual award payout percentages from the date ASU 2018-07 was adopted will be immediately expensed going forward. Reductions to the expected or actual award payout percentages from the date ASU 2018-07 was adopted will be adjusted through retained earnings.
Issuance of the aboveThe New Market Founder PBSAs iswere based upon
4
equally weighted market measures: total assets, total loans, return on assets
and classified assets to capital as of December 31, 2021 that resulted
in
139,709
common shares to be issued. The
119
% payout percentage
resulted in $
245
thousand of expense being recognized during the year-ended December
31, 2021.
During the year-ended December 31, 2021, a former employee’s performance
award vesting dates were accelerated and shares were
issued at or slightly above target resulting in a $
411
thousand increase in expense.
During the year-ended December 31, 2021,
63,631
PBSAs were granted. The ultimate number of shares issuable under each performance award is the product of the award targetmetrics included three year cumulative,
adjusted earnings per share and the award payout percentage given the level of achievement. The award payout percentages by level of achievement range between 0% of target to 150% of target. Achievement between 50% of target (“threshold”) and 150% (“stretch”) will result in an award payout percentage determined based on straight-line interpolation between the percentiles. A maximum of 248,841 units could be issued.relative total shareholder return.
114
119
The following table summarizes the status of and changes in the performance-based
awards:
Performance-Based Awards
Number of SharesWeighted Average Grant Date Fair Value
Unvested, January 1, 2020192,248$9.88 
Granted41,28313.55 
Vested00.00 
Forfeited(1,900)13.55 
Unvested, December 31, 2020231,631$10.51 
Performance-Based Awards
Number of Shares
Weighted Average
Grant Date Fair Value
Unvested, January 1, 2021
231,631
$
10.51
Granted
63,631
12.88
Incremental performance shares
25,173
8.69
Vested
(217,135)
9.54
Forfeited
(4,948)
13.19
Unvested, December 31, 2021
98,352
$
13.59
Unrecognized stock-based compensation expense related to the performance
grants issued through December 31, 20202021 was $488
$
661
thousand and is expected to be recognized over 1.7 years.
2.1
years.
Restricted Stock Units (“RSUs”) and Restricted Stock
Awards (“RSAs”)
The Company issues RSUs and RSAs to provide additional incentives to key officers,
employees, and nonemployee directors.
Awards are typically granted annually as determined by the Compensation
Committee. The service based RSUs typically cliff-vest at the
end of
three years
for Legacy Awards and vest in equal amounts over
three years
for all other RSUs. The service based RSAs typically
cliff-vest after
one year.year
During 2018, 60,000 . As of December 31, 2021,
0
Legacy RSUs were granted with a grant date fair market value of $14.25 per unit and vests in equal amounts over a three-year period, commencing on the first anniversary of the effective date of grant.or RSAs remained outstanding.
During 2018, the Company accelerated the vesting of 74,280 RSUs in accordance with the Chairman Emeritus Agreement. The acceleration resulted in $694 thousand to be immediately expensed instead of over the initial expected service period.
The following table summarizes the status of and changes in the RSUs and RSAs:
Restricted Stock Units and Awards
Number of SharesWeighted Average Grant Date Fair Value
Unvested, January 1, 2020340,780$15.35 
Granted293,29711.84 
Vested(231,845)15.37 
Forfeited(33,015)14.62 
Unvested, December 31, 2020369,217$12.61 
Restricted Stock Units and Awards
Number of Shares
Weighted Average
Grant Date Fair Value
Unvested, January 1, 2021
369,217
$
12.61
Granted
289,782
13.31
Vested
(247,690)
11.91
Forfeited
(27,679)
13.62
Unvested, December 31, 2021
383,630
$
13.52
Unrecognized stock-based compensation expense related to restricted stock
grants issued through December 31, 20202021 was $3
$
3
million and is expected to be recognized over 1.7 years.
1.8
years.
Employee Stock Purchase Plan
The Company has an ESPP whereby employees are eligible for the plan when they have met certain
requirements concerning period
of credited service and minimum hours worked. The calculated value of each unit award
is estimated at the start of the offering period
using a Black-Scholes option valuation model that used the assumptions noted
in the following table:
For the Year Ended December 31,
202020192018
Assumptions:
Expected volatility22.50%7.60%7.60%
Expected dividends0.00%0.00%0.00%
Expected term (in years)0.5011
Risk-free rate0.17%2.09%2.09%
115
For the Year Ended December 31,
2021
2020
2019
Assumptions:
Expected volatility
5.99% - 32.00%
22.50%
7.60%
Expected dividends
0.00%
0.00%
0.00%
Expected term (in years)
0.50
0.50
1.00
Risk-free rate
0.03% - 0.09%
0.17%
2.09%
2018 Events
Due to the number of events that occurred in 2018, a table of events and the impact to equity based compensation is provided below followed by additional detail under the table:
ChangeChange in
inNumber of
EventEventCumulativeAwards Issued /Additional
DateTypeExpenseExercisedNotes
(Dollars in thousands)
January 2018
EIP Modification:
from performance awards to time-vested awards
$1,294 NoneAwards were exchanged at “Target” representing 100% of the original award. 282,192 PBSAs were forfeited and replaced with 282,192 RSUs.
May
2018
Chairman Emeritus Agreement:
SSAR and RSU vesting was accelerated
$1,124 201,334 SSARs were exercised and 74,280 RSUs vested101,178 common shares were issued.
October 2018
New Plan Approved:
Existing awards were canceled and regranted under the Omnibus Plan as agreed with certain participants.
–SSARs
NoneNone1,595,430 SSARs were forfeited and regranted under the Omnibus Plan
–RSUs
NoneNone298,254 RSUs were forfeited and regranted under the Omnibus Plan
–PBSAs
NoneNone159,384 PBSAs were forfeited and regranted under the Omnibus Plan
December 2018
Stock Split:
2-for-1 Stock Split occurred
NoneAll awards, excluding 100,000 SSARs were splitAll awards, other than the noted SSARs, were retroactively adjusted for all periods presented to reflect the 2-for-1 split
In January 2018, the Company modified the Equity Incentive Plan to allow the Compensation Committee to award performance-based awards or service-based awards. The Compensation Committee modified awards granted in 2016 and 2017 from performance-based to service-based awards. The modification resulted in a $1 million increase in expense that will be recognized over the remaining service period. A total of 25 participants were impacted by this modification. During 2018, $989 thousand was recognized, including $61 thousand in forfeiture credits. The remaining $216 thousand was recognized in 2019.
In May 2018, the Company’s former Chief Executive Officer became the Company’s Chairman Emeritus. As part of this transition, restricted stock units issued under the Equity Incentive Plan in 2016, 2017, and 2018 were fully vested. The modification resulted in $694 thousand of additional expense. In addition, all SSARs awarded under the Stock Appreciation Rights Plan were considered fully-vested. This modification resulted in $430 thousand of additional expense. All awards were converted to common stock and 101,178 common shares were issued. The Chairman Emeritus Agreement also granted 100,000 SSARs that will vest equally over five years.
In October 2018, the Omnibus Plan was approved. The Omnibus Plan allows for several types of grants including: (i) stock options; (ii) SARs; (iii) RSAs; (iv) RSUs; and (v) PBSAs. Awards issued under the previous plans were assumed under the Omnibus Plan, as agreed upon with participants, impacting all participants who agreed to the assumption. Material terms and conditions of Legacy Awards remain unchanged; therefore, no modification to their fair market value was required.
Note 17:
Stock Warrants
The Company had
113,500
and
113,500
outstanding, fully vested warrants to purchase common stock at a strike price of $5.00 $
5.00
per
share as of December 31, 20202021 and 2019,2020, respectively. The
113,500
warrants were modified during 2018 to extend the expiration date
from June 30, 2019 to April 26, 2023 in accordance with the Chairman Emeritus Agreement. The strike price continues to be $5.00 $
5.00
per
share. During the period ended December 31, 2019, 10,000 warrants were forfeited.
116
120
Note 18:
Operating Leases
During 2021, the Bank began occupying office space in Phoenix, Arizona. The Phoenix, Arizona non-cancellable lease has a term of
11
years with
2
,
five year
options to renew.
During 2020, the Bank began occupying office space in Kansas City, Missouri
and Frisco, Texas. The Kansas City, non-cancellable
lease has a term of
15 years
with
4
,
five-year
renewal options. The Bank received a construction allowance of $1 $
1
million. The Frisco,
non-cancellable lease has a term of
86 months
with
2
,
five-year
renewal options. The Bank received a construction allowance of $212 
$
212
thousand.
The Company has various, non-cancellable operating leases for
office space in its respective markets. Three
NaN
operating leases
included tenant improvement allowances. In accordance with ASC 840, the Company is amortizing the benefit
through occupancy expense
over the expected life of the lease. Rent expense for the periods presented was as follows:
Year Ended December 31,
202020192018
(Dollars in thousands)
Rental Expense$2,871 $2,526 $3,323 
Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Rent Expense
$
3,500
$
2,871
$
2,526
Future minimum lease payments under operating leases were as follows:
(Dollars in thousands)
2021$2,837 
20222,910 
20232,956 
20242,621 
20252,627 
Thereafter$16,716 
(Dollars in thousands)
2022
$
2,996
2023
3,091
2024
2,794
2025
2,805
2026
2,859
Thereafter
$
15,196
Note 19:
Disclosure about Fair Value of Financial Instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market
participants at the measurement date. Fair value measurements must maximize
the use of observable inputs and minimize the use of
unobservable inputs. There is a hierarchy of three levels of inputs that may be used
to measure fair value:
Level 1
Quoted prices in active markets for identical assets or liabilities
Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3Unobservable inputs supported by little or no market activity and significant to the fair value of the assets or liabilities.
Quoted prices in active markets for identical assets or liabilities
Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities,
quoted prices in
markets that are not active or other inputs that are observable or can be corroborated
by observable market data for
substantially the full term of the assets or liabilities.
Level 3
Unobservable inputs supported by little or no market activity and significant to
the fair value of the assets or liabilities.
Recurring Measurements
The following list presents the assets and liabilities recognized in the accompanying
consolidated Balance Sheets measured at fair
value on a recurring basis and the level within the fair value hierarchy in which
the fair value measurements fall at December 31, 20202021 and 2019:
Fair Value DescriptionValuation Hierarchy LevelWhere Fair Value Balance Can Be Found
Available-for-sale securities
and equity security		Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows.Level 2
Note 3: Securities2020:
DerivativesFair value of the interest rate swaps is obtained from independent pricing services based on quoted market prices for similar derivative contracts.Level 2
117
121
Fair Value Description
Valuation
Hierarchy
Level
Where Fair Value
Balance Can Be
Found
Available-for-
sale securities
and equity
security
Where quoted market prices are available in an active market, securities
are classified within Level 1 of the valuation hierarchy. If quoted market
prices are not available, then fair values are estimated by using quoted
prices of securities with similar characteristics or independent asset
pricing services and pricing models, the inputs of which are market-based
or independently sourced market parameters, including, but not limited
to, yield curves, interest rates, volatilities, prepayments, defaults,
cumulative loss projections and cash flows.
Level 2
Note 3: Securities
Derivatives
Fair value of the interest rate swaps is obtained from independent pricing
services based on quoted market prices for similar derivative contracts.
Level 2
Note 7: Derivatives
Nonrecurring Measurements
The following tables present the fair value measurement of assets measured
at fair value on a nonrecurring basis and the level
within the fair value hierarchy in which the fair value measurements fall:
December 31, 2020
Fair Value Measurements Using
Fair ValueQuoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Unobservable Inputs
(Level 3)
(Dollars in thousands)
Collateral-dependent impaired loans$55,454 $0 $0 $55,454 
Foreclosed assets held-for-sale$2,347 $0 $0 $2,347 
December 31, 2019
Fair Value Measurements Using
Fair ValueQuoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Unobservable Inputs
(Level 3)
(Dollars in thousands)
Collateral-dependent impaired loans$20,889 $0 $0 $20,889 
December 31, 2021
Fair Value Measurements Using
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Unobservable
Inputs
(Level 3)
(Dollars in thousands)
Collateral-dependent impaired loans
$
38,046
$
0
$
0
$
38,046
Foreclosed assets held-for-sale
$
1,148
$
0
$
0
$
1,148
December 31, 2020
Fair Value Measurements Using
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Unobservable
Inputs (Level 3)
(Dollars in thousands)
Collateral-dependent impaired loans
$
55,454
$
—
$
—
$
55,454
Foreclosed assets held-for-sale
$
2,347
$
0
$
0
$
2,347
Following is a description of the valuation methodologies and inputs used for
assets measured at fair value on a nonrecurring basis
and recognized in the accompanying consolidated balance sheets, as well as the general
classification of such assets pursuant to the
valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy,
the process used to develop the reported fair value is
described below.
Collateral-Dependent Impaired Loans, Net of
ALLL
The estimated fair value of collateral-dependent impaired loans is based on the
appraised fair value of the collateral, less estimated
cost to sell. Collateral dependent impaired loans are classified within Level
3 of the fair value hierarchy. The Company considers the
appraisal or evaluation as the starting point for determining fair value
and then considers other factors and events in the environment that
may affect the fair value. Appraisals of the collateral underlying collateral dependent loans are obtained when the loan is determined
to be
collateral-dependent and subsequently as deemed necessary by the
Chief Credit Officer.
Appraisals are reviewed for accuracy and consistency by the Chief Credit Officer. Appraisers are selected from
the list of approved
appraisers maintained by management. The appraised values are reduced by discounts to
consider lack of marketability and estimated cost
to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts
and estimates are developed by the
Chief Credit Officer by comparison to historical results.
122
Foreclosed Assets Held-for-Sale
The fair value of foreclosed assets held-for-sale is based on the appraised fair value of the collateral,
less estimated cost to sell.
Unobservable (Level 3) Inputs
$29 million of collateral dependent impaired loans had appraisals that were more than one year old at December 31, 2020. The Company increased the marketability discount to compensate for the aged appraisals. Increased discounts on other loans resulted from the COVID-19 pandemic’s impact. The following tables present quantitative information about unobservable
inputs used in nonrecurring Level 3 fair value
measurements at December 31, 20202021 and 2019:2020:
As of December 31, 2020
Fair ValueValuation TechniquesUnobservable InputsRange
(Weighted Average)
(Dollars in thousands)
Collateral dependent impaired loans$55,454 Market comparable propertiesMarketability discount
1% - 98%
(24%)
Foreclosed assets held-for-sale$2,347 Market comparable propertiesMarketability discount
7% - 10%
9%
118
December 31, 2021
Fair Value
Valuation Techniques
Unobservable
Inputs
Range
(Weighted Average)
(Dollars in thousands)
Collateral-dependent impaired
loans
$
38,046
Market comparable properties
Marketability discount
7
% -
100
%
(26%)
Foreclosed assets held-for-sale
$
1,148
Market comparable properties
Marketability discount
(10%)
As of December 31, 2019
Fair ValueValuation TechniquesUnobservable InputsRange
(Weighted Average)
(Dollars in thousands)
Collateral dependent impaired loans$20,889 Market comparable propertiesMarketability discount
10% - 15%
December 31, 2020
Fair Value
Valuation Techniques
Unobservable
Inputs
Range
(Weighted Average)
(Dollars in thousands)
Collateral-dependent impaired
loans
$
55,454
Market comparable properties
Marketability discount
1
% -
98
%
(24%)
Foreclosed assets held-for-sale
$
2,347
Market comparable properties
Marketability discount
7
% -
10
%
(9%)
See
(12%)
See Note 16: Stock-Based Compensation
for quantitative information about unobservable inputs used in the fair value measurement
of stock appreciation rights.
The following tables present the estimated fair values of the Company’s financial
instruments at December 31, 20202021 and 2019:2020:
December 31, 2020
CarryingFair Value Measurements
AmountLevel 1Level 2Level 3Total
(Dollars in thousands)
Financial Assets
Cash and cash equivalents$408,810 $408,810 $0 $0 $408,810 
Available-for-sale securities654,588 0 654,588 0 654,588 
Loans, net of allowance for loan losses4,366,602 0 0 4,351,970 4,351,970 
Restricted equity securities15,543 0 0 15,543 15,543 
Interest receivable17,236 0 17,236 0 17,236 
Equity securities13,436 0 2,247 11,189 13,436 
Derivative assets24,094 0 24,094 0 24,094 
Total$5,500,309 $408,810 $698,165 $4,378,702 $5,485,677 
Financial Liabilities
Deposits$4,694,740 $718,459 $0 $4,015,792 $4,734,251 
Federal funds purchased and repurchase agreements2,306 0 2,306 0 2,306 
Federal Home Loan Bank advances293,100 0 309,020 0 309,020 
Other borrowings963 0 2,024 0 2,024 
Interest payable2,163 0 2,163 0 2,163 
Derivative liabilities24,454 0 24,454 0 24,454 
Total$5,017,726 $718,459 $339,967 $4,015,792 $5,074,218 
119
December 31, 2021
Carrying
Fair Value Measurements
Amount
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Financial Assets
Cash and cash equivalents
$
482,727
$
482,727
$
0
$
0
$
482,727
Available-for-sale securities
745,969
0
745,969
0
745,969
Loans, net of allowance for loan losses
4,197,838
0
0
4,178,268
4,178,268
Restricted equity securities
11,927
0
0
11,927
11,927
Interest receivable
16,023
0
16,023
0
16,023
Equity securities
2,642
0
2,209
433
2,642
Derivative assets
11,308
0
11,308
0
11,308
$
5,468,434
$
482,727
$
775,509
$
4,190,628
$
5,448,864
Financial Liabilities
Deposits
$
4,683,597
$
1,163,224
$
0
$
3,482,218
$
4,645,442
Federal Home Loan Bank advances
236,600
0
241,981
0
241,981
Other borrowings
1,009
0
2,318
0
2,318
Interest payable
1,336
0
1,336
0
1,336
Derivative liabilities
11,887
0
11,887
0
11,887
$
4,934,429
$
1,163,224
$
257,522
$
3,482,218
$
4,902,964
123
December 31, 2020
Carrying
Fair Value Measurements
Amount
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Financial Assets
Cash and cash equivalents
$
408,810
$
408,810
$
0
$
0
$
408,810
Available-for-sale securities
654,588
0
654,588
0
654,588
Loans, net of allowance for loan losses
4,366,602
0
0
4,351,970
4,351,970
Restricted equity securities
15,543
0
0
15,543
15,543
Interest receivable
17,236
0
17,236
0
17,236
Equity securities
13,436
0
2,247
11,189
13,436
Derivative assets
24,094
0
24,094
0
24,094
$
5,500,309
$
408,810
$
698,165
$
4,378,702
$
5,485,677
Financial Liabilities
Deposits
$
4,694,740
$
718,459
$
0
$
4,015,792
$
4,734,251
Federal funds purchased and repurchase
agreements
2,306
—
2,306
—
2,306
Federal Home Loan Bank advances
293,100
December 31, 2019
CarryingFair Value Measurements
AmountLevel 1Level 2Level 3Total
(Dollars in thousands)
Financial Assets
Cash and cash equivalents$187,320 $187,320 $0 $0 $187,320 
Available-for-sale securities739,473 0 739,473 0 739,473 
Loans, net of allowance for loan losses3,795,348 0 0 3,810,818 3,810,818 
Restricted equity securities17,278 0 0 17,278 17,278 
Interest receivable15,716 0 15,716 0 15,716 
Equity security2,161 0 2,161 0 2,161 
Derivative assets9,838 0 9,838 0 9,838 
$4,767,134 $187,320 $767,188 $3,828,096 $4,782,604 
Financial Liabilities
Deposits$3,923,759 $521,826 $0 $3,407,012 $3,928,838 
Federal funds purchased and repurchase agreements14,921 0 14,921 0 14,921 
Federal Home Loan Bank advances358,743 0 357,859 0 357,859 
Other borrowings921 0 2,147 0 2,147 
Interest payable4,584 0 4,584 0 4,584 
Derivative liabilities9,907 0 9,907 0 9,907 
$4,312,835 $521,826 $389,418 $3,407,012 $4,318,256 
0
309,020
0
309,020
Other borrowings
963
0
2,024
0
2,024
Interest payable
2,163
0
2,163
0
2,163
Derivative liabilities
24,454
0
24,454
0
24,454
$
5,017,726
$
718,459
$
339,967
$
4,015,792
$
5,074,218
Note 20:
Significant Estimates and Concentrations
GAAP requires disclosure of certain significant estimates and current vulnerabilities due to certain concentrations.
Estimates related
to the allowance for loan losses are reflected in
Note 4: Loans and Allowance for Loan Losses
. Current vulnerabilities due to certain
concentrations of credit risk are discussed in
Note 21: Commitments and Credit Risk
. Credit risk related to derivatives is reflected in the
Note 7: Derivatives and Hedging Activities
. Estimates related to equity awards are reflected in
Note 16: Stock-Based Compensation
. Other
significant estimates and concentrations not discussed in those footnotes
include:
Investments
The Company invests in various investment securities. Investment securities are
exposed to various risks such as interest rate,
market and credit risk. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and that such change
could materially affect the amounts reported in the
accompanying consolidated balance sheets.
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary
course of business. It is the opinion of
management that the disposition or ultimate resolution of such claims and
lawsuits will not have a material adverse effect on the
consolidated financial position, results of operations and cash flows of
the Company.
124
Note 21:
Commitments and Credit Risk
The Company had the following commitments at December 31, 2020
2021 and 2019:2020:
December 31, 2020December 31, 2019
(Dollars in thousands)
Commitments to originate loans$99,596 $134,652 
Standby letters of credit48,607 39,035 
Lines of credit1,423,038 1,351,873 
Future lease commitments0 20,935 
Total$1,571,241 $1,546,495 
120
December 31, 2021
December 31, 2020
(Dollars in thousands)
Commitments to originate loans
$
118,651
$
99,596
Standby letters of credit
51,114
48,607
Lines of credit
1,768,231
1,423,038
Future lease commitments
11,100
0
Commitment related to investment fund
2,067
0
Total
$
1,951,163
$
1,571,241
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long
as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since a
portion of the commitments may expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash
requirements. Each customer’s creditworthiness is evaluated on
a case by case basis. The amount of collateral obtained, if deemed
necessary, is based on management’s credit evaluation of the counterparty.
Collateral held varies, but may include accounts receivable,
inventory, property, plant and equipment, commercial real estate and
residential and multifamily real estate.
Standby Letters of Credit
Standby letters of credit are irrevocable conditional commitments issued by
the Company to guarantee the performance of a
customer to a third-party. Financial standby letters of credit are primarily
issued to support public and private borrowing arrangements,
including commercial paper, bond financing and similar transactions. Performance
standby letters of credit are issued to guarantee
performance of certain customers under nonfinancial contractual obligations. The
credit risk involved in issuing standby letters of credit is
essentially the same as that involved in extending loans to customers. Fees for letters of
credit are initially recorded by the Company as
deferred
revenue and are included in earnings at the termination of the respective agreements.
Should the Company be obligated to perform under the standby letters of
credit, the Company may seek recourse from the customer
for reimbursement of amounts paid.
Lines of Credit
Lines of credit are agreements to lend to a customer as long as there is no violation of
any condition established in the contract.
Lines of credit generally have fixed expiration dates. Since a portion
of the line may expire without being drawn upon, the total unused
lines do not necessarily represent future cash requirements. Each customer’s
creditworthiness is evaluated on a case by case basis. The
amount of collateral obtained, if deemed necessary, is based on management’s
credit evaluation of the counterparty.
Collateral held varies but may include accounts receivable, inventory, property,
plant and equipment, commercial real estate and
residential real estate. Management uses the same credit policies in granting
lines of credit as it does for on-balance sheet instruments.
Commitments related to Investment Fund
The Company entered into a subscription agreement with a third party to
invest up to $
2.5
million in an investment fund designed to
help accelerate technology adoption at community banks.
Lease Commitments
The Company entered into a lease agreement with a third party for office space
located in Dallas, Texas. The triple-net lease is
expected to commence in the second quarter of 2022. The initial lease term is
20
years with
2
,
five year
renewal options.
125
Note 22:
Stock Offerings and Repurchases
On October 18, 2021, the Company announced that its Board of Directors adopted
a new stock repurchase program. Under the
repurchase program, the Company may repurchase up to $
30
million of the Company’s common stock. As of December 31, 2021, the
Company had repurchased $
8
million, representing
566,164
common shares.
In October 2020, the Company announced a $20 $
20
million program to repurchase CrossFirst’sthe Company’s common stock. The repurchased
shares are held in the treasury stock account until sold or retired and will be accounted
for on a first-in first-out method. On June 30, 2021,
the Company completed its share repurchase program under which the Company
purchased $
20
million of its common stock.
The Company completed its IPO on August 19, 2019 in which it issued and sold
6,594,362
common shares including
844,362
shares pursuant to the underwriters’ partial exercise of their over-allotment option. The common shares were sold at an initial public
offering price of $14.50 $
14.50
per share. After deducting the underwriting discounts and offering expenses, the Company received total net
proceeds of $87 $
87
million.
The Company redeemed all,
1,200,000
, of its 7.00%
7.00
% Series A
Non-Cumulative Perpetual Preferred Stock (the “Series A Preferred
Shares”) on January 30, 2019 (the “Redemption Date”). On the Redemption
Date, we redeemed each outstanding Series A Preferred Share
at a redemption price of $25.00 $
25.00
per share. From and after the Redemption Date, all of the Series A Preferred Shares ceased to be
outstanding, all dividends with respect to the Series A Preferred Shares ceased to accrue and all rights with respect to the Series A Preferred
Shares ceased and terminated, except the rights of holders to receive the
redemption price per share of the Series A Preferred Shares. The
impact of the redemption was a reduction of approximately $30 $
30
million in cash and cash equivalents and stockholders’ equity. The
redemption did not impact the income statement.
Effective December 21, 2018, the Company effected a 2-for-1 stock split in the form of a dividend. Share data and per share data were retroactively adjusted for the periods presented to reflect the change in capital structure.
Prior to its IPO, the Company issued the majority of common shares through private placements. In addition, the Company had employee plans that allowed certain individuals to purchase common shares outside of a private placement.
The Company has various stock-based awards that are converted into
common stock upon vest or exercise.
Additional information related to stock-based awards can be found
in
Note 16: Stock-Based Compensation
and information related
to warrants can be found in
Note 17: Stock Warrants
.
121
Note 23:
Parent Company Condensed Financial Statements
The following are the condensed financial statements of CrossFirst Bankshares,
Inc. (Parent only) for the periods indicated:
Condensed Balance Sheets
Year Ended December 31,
20202019
(Dollars in thousands)
Assets
Investment in consolidated subsidiaries
Banks$580,162 $551,084 
Nonbanks0 870 
Cash46,676 52,478 
Other assets1,756 1,364 
Total assets$628,594 $605,796 
Liabilities and stockholders’ equity
Trust preferred securities, net$963 $921 
Other liabilities3,203 3,231 
Total liabilities4,166 4,152 
Stockholders’ equity
Common stock523 520 
Treasury stock at cost(6,061)0 
Additional paid-in capital522,911 519,870 
Retained earnings77,652 64,803 
Accumulated other comprehensive income29,403 16,451 
Total stockholders’ equity624,428 601,644 
Total liabilities and stockholders’ equity$628,594 $605,796 
Condensed Statements of Income
For the Year Ended December 31,
202020192018
(Dollars in thousands)
Income
Earnings of consolidated subsidiaries$13,682 $28,814 $24,330 
Management fees charged to subsidiaries8,520 7,500 6,000 
Other(18)(4)3 
Total income22,184 36,310 30,333 
Expense
Salaries and employee benefits5,143 4,584 8,139 
Occupancy, net405 275 368 
Other4,220 3,044 3,734 
Total expense9,768 7,903 12,241 
Income tax benefit(185)(66)(1,498)
Net income$12,601 $28,473 $19,590 
122
Condensed Balance Sheets
Year Ended December 31,
2021
2020
(Dollars in thousands)
Assets
Investment in consolidated subsidiaries
Banks
$
646,027
$
580,162
Equity method investments
433
0
Cash
23,368
46,676
Other assets
1,596
1,756
Total assets
$
671,424
$
628,594
Liabilities and stockholders' equity
Trust preferred securities, net
$
1,009
$
963
Other liabilities
2,842
3,203
Total liabilities
3,851
4,166
Stockholders' equity
Common stock
526
523
Treasury stock at cost
(28,347)
(6,061)
Additional paid-in capital
526,806
522,911
Retained earnings
147,099
77,652
Accumulated other comprehensive income
21,489
29,403
Total stockholders' equity
667,573
624,428
Total liabilities and stockholders' equity
$
671,424
$
628,594
126
Condensed Statements of Income
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Income
Earnings of consolidated subsidiaries
$
71,528
$
13,682
$
28,814
Management fees charged to subsidiaries
8,520
8,520
7,500
Other
2
(18)
(4)
Total income
80,050
22,184
36,310
Expense
Salaries and employee benefits
6,111
5,143
4,584
Occupancy, net
403
405
275
Other
4,718
4,220
3,044
Total expense
11,232
9,768
7,903
Income tax benefit
(595)
(185)
(66)
Net income
$
69,413
$
12,601
$
28,473
Condensed Statements of Cash Flows
For the Year Ended December 31,
202020192018
(Dollars in thousands)
Operating Activities
Net income$12,601 $28,473 $19,590 
Items not requiring (providing) cash
Earnings of consolidated subsidiaries(13,682)(28,814)(24,330)
Share-based incentive compensation1,917 1,974 2,224 
Other adjustments(412)5,343 1,367 
Net cash provided by (used in) operating activities424 6,976 (1,149)
Investing Activities
Decrease (increase) in investment in subsidiaries870 (49,825)(157,900)
Net cash provided by (used in) investing activities870 (49,825)(157,900)
Financing Activities
Redemption of preferred stock0 (30,000)0 
Dividends paid on preferred stock0 (700)(2,100)
Issuance of common stock, net3 88,324 203,848 
Common stock purchased and retired— (155)(11,024)
Open market common share repurchases(6,061)— — 
Acquisition of common stock for tax withholding obligations(1,236)(245)(2,132)
Proceeds from employee stock purchase plan151 547 367 
Net decrease in employee receivables47 117 71 
Net cash provided by (used in) financing activities(7,096)57,888 189,030 
Increase (decrease) in cash(5,802)15,039 29,981 
Cash at beginning of year52,478 37,439 7,458 
Cash at end of year$46,676 $52,478 $37,439 
Condensed Statements of Cash Flows
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Operating Activities
Net income
$
69,413
$
12,601
$
28,473
Items not requiring (providing) cash
Earnings of consolidated subsidiaries
(71,528)
(13,682)
(28,814)
Share-based incentive compensation
2,332
1,917
1,974
Other adjustments
(155)
(412)
5,343
Net cash provided by operating activities
62
424
6,976
Investing Activities
Decrease (increase) in investment in subsidiaries
0
870
(49,825)
Increase in equity investments
(433)
0
0
Net cash provided by (used in) investing activities
(433)
870
(49,825)
Financing Activities
Redemption of preferred stock
0
0
(30,000)
Dividends paid on preferred stock
0
0
(700)
Issuance of common stock, net
3
3
88,324
Common stock purchased and retired
0
0
(155)
Open market common share repurchases
(22,286)
(6,061)
0
Acquisition of common stock for tax withholding obligations
(860)
(1,236)
(245)
Proceeds from employee stock purchase plan
172
151
547
Net decrease in employee receivables
34
47
117
Net cash provided by (used in) financing activities
(22,937)
(7,096)
57,888
Increase (decrease) in cash
(23,308)
(5,802)
15,039
Cash at beginning of year
46,676
52,478
37,439
Cash at end of year
$
23,368
$
46,676
$
52,478
Note 24: 24.
Subsequent Events
Subsequent events have been evaluated through February 26, 2021, 28, 2022,
which is the date the consolidated financial statements were
available to be issued.
For the period ended February 28, 2022, the Company purchased
470,438
common shares at an average price of $
15.84
per share
under the Company’s share repurchase program.
127
Item 9.
Changes in and Disagreements with
Accountants on Accounting
and Financial
Disclosure
None.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive
Officer and Chief Financial Officer, has
evaluated the effectiveness of the Company’s disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act, as of December 31, 2020.2021. Based on that evaluation, the Company’s Chief Executive Officer and Chief
Financial Officer
concluded that the Company’s disclosure controls and procedures were effective
in recording, processing, summarizing and reporting, on a
timely basis, information required to be disclosed by the Company
in the reports that we file or submit under the Exchange Act as of
December 31, 2020.
123
2021.
Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting
as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our systems of internal controls are designed under
the
supervision and with the participation of management, including
our Chief Executive Officer and Chief Financial Officer to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of our financial statements for external purposes in
accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect all misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate. In addition, given the Company’s
size, operations and footprint, lapses or deficiencies in internal controls
may occur from time to time.
Management assessed our internal control over financial reporting as of
December 31, 2020.2021. This assessment was based on criteria
established in the 2013 Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO)(“COSO”). Based on this assessment, we have concluded
that, as of December 31, 2020,2021, our internal control over financial
reporting was effective.
InternalOur internal controls over our financial reporting continuecontinues to be updated
as necessary to accommodate modifications to our business
processes and accounting procedures.Thereprocedures. There has been no change in our internal
control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter of the fiscal year for which this Annual Report on
Form 10-K is filed that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Item 9B.
Other Information
None.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by this item regarding our directors is incorporated
by reference to the information to be set forth under
the captions “Proposal 1. - Election of Directors,” “Information Regarding
the Board and Director Nominees,” and “Corporate
Governance” in our proxy statement for our 20212022 annual meeting of
stockholders (the “2021“2022 Proxy Statement”). The information required
128
by this item regarding our executive officers is incorporated by reference
to Part I of this Annual Report on Form 10-K under the caption “Information
“Information About our Executive Officers.”
We have adopted the CrossFirst Code of Business Conduct and Ethics (the “Code of
Conduct”), which applies to all of our
directors, officers and employees. The Code of Conduct is publicly available on our website at
https://investors.crossfirstbankshares.com/governance/code-of-ethics.code
-of-ethics. If we make any material amendment to our Code of Conduct, or if
we grant any waiver from a provision of the Code of Conduct that applies to our principal executive
officer, principal financial officer,
principal accounting officer or controller, we will disclose the nature of the
amendment or waiver on our website at the same location.
Also, we may elect to disclose the amendment or waiver in a current report on
Form 8-K filed with the SEC.
Item 11.
Executive Compensation
The information required by this item regarding compensation
of executive officers and directors is incorporated by reference to the
information to be set forth under the captions “Director Compensation,” “Executive
“Executive Compensation,” and “Corporate Governance—
Compensation Committee Interlocks and Insider Participation” in the 2021 202
2
Proxy Statement and
Note 16: Stock-Based Compensation
within the Notes to the Consolidated Financial Statements.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The information required by this item, other than the equity compensation
plan information presented below, is incorporated by
reference to the information to be set forth under the caption “Stock Ownership—Beneficial
Ownership of Company Common Stock” in
the 20212022 Proxy Statement and
Note 16: Stock-Based Compensation
within the Notes to the Consolidated Financial Statements.
124
Securities Authorized for Issuance
under Equity Compensation Plans
Set forth below is information as of December 31, 20202021 regarding
equity compensation plans:
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by shareholders— — — 
Equity compensation plans not approved by shareholders1,703,175 (A)$10.35 (B)2,202,166 (C)
Total1,703,175 $10.35 2,202,166 
(A)Includes 100,000 shares issuable upon exercise of stock appreciation rights granted under the Chairman Emeritus Agreement, 113,500 shares issuable upon exercise of warrants, and 1,489,675 shares issuable upon exercise of stock appreciation rights granted under the 2018 Equity Incentive Plan.
(B)Represents the weighted average exercise price of outstanding stock appreciation rights and warrants. Includes the weighted average exercise price of $28.50 for stock appreciation rights granted under the Chairman Emeritus Agreement, $5.00 for shares issuable upon exercise of warrants and $9.54 for stock appreciation rights granted under the 2018 Equity Incentive Plan.
(C)Available shares can be granted in the form of stock appreciation rights, options, restricted stock or performance awards. The number of securities remaining available under the 2018 Equity Incentive Plan was 2,083,353 and under the Employee Stock Purchase Plan was 118,813.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted average exercise
price of outstanding
options, warrants and
rights
Number of securities
remaining available for
future issuance under
equity compensation plans
Equity compensation plans
approved by shareholders
—
—
831,465
(A)
Equity compensation plans not
approved by shareholders
1,703,175
(B)
$
10.75
(C)
1,775,245
(D)
Total
1,703,175
$
10.75
2,606,710
(A)
Represents the number of securities remaining available under the Employee Stock Purchase Plan.
(B)
Includes 100,000 shares issuable upon exercise of stock appreciation rights granted under the Chairman Emeritus Agreement, 113,500 shares issuable
upon exercise of warrants, and 1,373,076 shares issuable upon exercise of stock appreciation rights granted under the 2018 Equity Incentive Plan.
(C)
Represents the weighted average exercise price of outstanding stock appreciation rights and warrants. Includes the weighted average exercise price of
$28.50 for stock appreciation rights granted under the Chairman Emeritus Agreement, $5.00 for shares issuable upon exercise of warrants and $9.94
for stock appreciation rights granted under the 2018 Equity Incentive Plan.
(D)
Available shares can be granted in the form of stock appreciation rights, options, restricted stock or performance awards. The number of securities
remaining available under the 2018 Equity Incentive Plan was 1,775,245.
129
Item 13.
Certain Relationships and Related Transactions and Director
Independence
The information required by this item is incorporated by reference to
the information to be set forth under the captions “Policies and
Procedures Regarding Related Person Transactions” and “Corporate Governance-InformationGovernance
-Information Concerning Nominees for Election as
Directors-Director Independence” in the 2021 2022
Proxy Statement.
Item 14.
Principal Accountant
Fees and Services
The information required by this item is incorporated by reference to
the information to be set forth under the caption “Independent
Registered Public Accounting Firm Fees” in the 2021 2022
Proxy Statement.
In addition, on December 2, 2021, the SEC adopted final amendments to its rules to
implement the requirements of the Holding
Foreign Companies Accountable Act of 2020. The following additional information is based on the new requirements:
Auditor(s) who provided opinion(s) related to financial statements in the annual
report:
BKD, LLP
Location from where the auditor’s report was issued:
Kansas City, Missouri
The Public Company Accounting Oversight Board ID Number(s) of the audit firm(s) or branch(es) that provided the opinion:
686
Part IV
Item 15.
Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
The following financial statements of CrossFirst Bankshares, Inc. and its subsidiaries, and
the auditor’s report thereon are filed as
part of this report under Item 8. Financial Statements and Supplementary
Data:
(a) (2) Financial Statement Schedules:
All financial statement schedules for CrossFirst Bankshares, Inc. and its subsidiaries
have been included in this Form 10-K in the
consolidated financial statements or the related footnotes, or they are
either inapplicable or not required.
125
130
(a) (3) Exhibits
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling Date/Period End Date
3.1S-13.1July 18, 2019
3.2S-13.2July 18, 2019
3.3S-13.3July 18, 2019
4.1S-14.1July 18, 2019
4.2
Form of Warrant Agreement
S-1/A4.2July 29, 2019
4.310-K4.3March 10, 2020
10.1S-110.1July 18, 2019
10.1.1S-110.2July 18, 2019
10.1.2S-110.3July 18, 2019
10.2S-110.4July 18, 2019
10.2.1S-110.5July 18, 2019
10.310-Q10.1August 12, 2020
10.4S-110.8July 18, 2019
10.4.1S-110.9July 18, 2019
10.5S-110.10July 18, 2019
10.5.1S-110.11July 18, 2019
10.610-K10.6March 10, 2020
10.710-K10.7March 10, 2020
10.8S-110.13July 18, 2019
10.9S-110.14July 18, 2019
10.10S-110.15July 18, 2019
10.11S-110.16July 18, 2019
10.12S-110.17July 18, 2019
10.13S-110.18July 18, 2019
10.14S-110.19July 18, 2019
10.15S-110.20July 18, 2019
10.16S-110.21July 18, 2019
10.17S-110.22July 18, 2019
10.18S-110.23July 18, 2019
10.19S-110.24July 18, 2019
10.20S-110.25July 18, 2019
10.21S-110.26July 18, 2019
10.22S-110.27July 18, 2019
10.2310-Q10.1May 14, 2020
10.2410-Q10.2August 12, 2020
10.2510-Q10.3August 12, 2020
10.26S-899.1July 2, 2020
21.1*
23.1*
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Exhibit
Filing
Date/Period End
Date
3.1
S-1
3.1
July 18, 2019
3.2
S-1
3.2
July 18, 2019
3.3
S-1
3.3
July 18, 2019
4.1
S-1
4.1
July 18, 2019
4.2
S-1/A
4.2
July 29, 2019
4.3
10-K
4.3
March 10, 2020
10.1
S-1
10.1
July 18, 2019
10.1.1
S-1
10.2
July 18, 2019
10.1.2
S-1
10.3
July 18, 2019
10.2
S-1
10.4
July 18, 2019
10.2.1
S-1
10.5
July 18, 2019
10.2.2
8-K
10.1
March 15, 2021
10.3
10-Q
10.1
August 12, 2020
10.4
10-Q
10.1
November 2, 2021
10.5
S-1
10.8
July 18, 2019
10.5.1
S-1
10.9
July 18, 2019
10.6
S-1
10.10
July 18, 2019
10.6.1
S-1
10.11
July 18, 2019
10.7
10-K
10.6
March 10, 2020
10.8
10-K
10.7
March 10, 2020
10.9
S-1
10.13
July 18, 2019
10.10
S-1
10.14
July 18, 2019
10.11
S-1
10.15
July 18, 2019
10.12
S-1
10.16
July 18, 2019
10.13
S-1
10.17
July 18, 2019
10.14
S-1
10.18
July 18, 2019
10.15
S-1
10.19
July 18, 2019
10.16
S-1
10.20
July 18, 2019
10.17
S-1
10.21
July 18, 2019
10.18*
10.19
S-1
10.23
July 18, 2019
10.20
S-1
10.24
July 18, 2019
10.21
S-1
10.25
July 18, 2019
10.22
S-1
10.26
July 18, 2019
10.23
S-1
10.27
July 18, 2019
10.24
10-Q
10.1
May 14, 2020
10.25
10-Q
10.2
August 12, 2020
10.26
10-Q
10.3
August 12, 2020
10.27
S-8
99.1
July 2, 2020
10.28
10-Q
10.1
May 6, 2021
10.29
S-8
99.1
October 26, 2021
21.1*
23.1*
31.1*
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling Date/Period End Date
31.1*131
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Exhibit
Filing
Date/Period End
Date
31.2*
Oxley Act of 2002
32.1**
101.INS*
XBRL Instance Document - the instance document does not appear in the
Interactive Data File because its XBRL tags are embedded within the Inline
XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema
101.CAL*
Inline XBRL Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
104*
Cover Page Interactive Data File (formatted in Inline XBRL and contained
31.2*
32.1**
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema
101.CAL*Inline XBRL Extension Calculation Linkbase
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase
104*Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Filed Herewith
**Furnished Herewith
† Indicates a management contract or compensatory plan
Item 16.
Form 10-K Summary
Not applicable.
132
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
CrossFirst Bankshares Inc.
February 26, 2021/s/ David L. O'Toole
David L. O’Toole
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
CrossFirst Bankshares Inc.
February 28, 2022
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on
behalf of the Registrant and in the capacities and on the date indicated.
SignatureTitleDate
Signature
Title
Date
/s/ Rod Brenneman
Rod BrennemanDirector (Chairman)February 26, 2021
/s/ Michael J. MaddoxDirector, President and Chief Executive Officer (Principal Executive Officer)
Michael J. MaddoxFebruary 26, 2021
/s/ David L. O’TooleDirector, Chief Financial Officer (Principal Financial and Accounting Officer)
David O’TooleFebruary 26, 2021
/s/ George F. Jones, Jr.Director (Vice Chairman)
George F. Jones, Jr.February 26, 2021
/s/ George BruceDirector
George BruceFebruary 26, 2021
/s/ Steven W. CapleDirector
Steven W. CapleFebruary 26, 2021
/s/ Ron GeistDirector
Ron GeistFebruary 26, 2021
/s/ Jennifer GrigsbyDirector
Jennifer GrigsbyFebruary 26, 2021
/s/ George E. Hansen IIIDirector
George E. Hansen IIIFebruary 26, 2021
/s/ Lance HumphreysDirector
Lance HumphreysFebruary 26, 2021
/s/ Mason KingDirector
Mason KingFebruary 26, 2021
/s/ James KuykendallDirector
James KuykendallFebruary 26, 2021
/s/ Kevin RauckmanDirector
Kevin RauckmanFebruary 26, 2021
/s/ Michael RobinsonDirector
Michael RobinsonFebruary 26, 2021
Director (Chairman)
128February 28, 2022
Rod Brenneman
/s/ Michael J. Maddox
Director, President and Chief Executive Officer (Principal Executive Officer)
February 28, 2022
Michael J.
Maddox
/s/ Benjamin R. Clouse
Chief Financial Officer (Principal Financial and Accounting Officer)
February 28, 2022
Benjamin R. Clouse
/s/ David L. O’Toole
Director
February 28, 2022
David O’Toole
/s/ George Bruce
Director
February 28, 2022
George Bruce
/s/ Steven W. Caple
Director
February 28, 2022
Steven W. Caple
/s/ Ron Geist
Director
February 28, 2022
Ron Geist
/s/ Jennifer Grigsby
Director
February 28, 2022
Jennifer Grigsby
/s/ George E. Hansen III
Director
February 28, 2022
George E. Hansen III
/s/ Lance Humphreys
Director
February 28, 2022
Lance Humphreys
/s/ Mason King
Director
February 28, 2022
Mason King
/s/ James Kuykendall
Director
February 28, 2022
James Kuykendall
/s/ Kevin Rauckman
Director
February 28, 2022
Kevin Rauckman
/s/ Michael Robinson
Director
February 28, 2022
Michael Robinson
/s/ Grey Stogner
Director
February 28, 2022
Grey Stogner
/s/ Stephen K. Swinson
Director
February 28, 2022
Stephen K. Swinson
SignatureTitleDate
/s/ Jay ShadwickDirector
Jay ShadwickFebruary 26, 2021
/s/ Grey StognerDirector
Grey StognerFebruary 26, 2021
/s/ Stephen K. SwinsonDirector
Stephen K. SwinsonFebruary 26, 2021


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