UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022

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 Number: 001-38656

Bank7 Corp.
(Exact name of registrant as specified in its charter)

Oklahoma
20-0763496
( State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)



1039 N.W. 63rd Street, Oklahoma City, Oklahoma

73116-7361
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: 405-810-8600
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share BSVN
NASDAQ Global Select Market System

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  ☐

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐
Accelerated filer
☐
       
Non-accelerated filer
☒
Smaller reporting company
☒
       
Emerging growth company
☒
    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐  No  ☒

As of May 13, 2022, the registrant had 9,098,655 shares of common stock, par value $0.01, outstanding.

TABLE OF CONTENTS
 
   
Page
PART I.
FINANCIAL INFORMATION
  
     
Item 1.
Financial Statements
  
 
2
 
3
 
4
 
5
 
6
Item 2.
 30
Item 3.
 49
Item 4.
 49
   
PART II.
OTHER INFORMATION
 49
   
Item 1.
 49
Item 1A.
 49
Item 2.
 50
Item 6.
 51
  51
 
Forward-Looking Statements

This Form 10-Q contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Any or all of the forward-looking statements in (or conveyed orally regarding) this presentation may turn out to be inaccurate. The inclusion of or reference to forward-looking information in this presentation should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on its current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of risks, uncertainties and assumptions that are difficult to predict. Factors that could cause such differences are discussed in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, and may be discussed from time to time in our other SEC filings, including our Quarterly Reports. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. You are cautioned not to place undue reliance on forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required by law. All forward-looking statements herein are qualified by these cautionary statements.

Table of Contents
Bank7 Corp.
Unaudited Condensed Consolidated Balance Sheets
(Dollar amounts in thousands, except share data)
 
Assets
  
March 31,
2022
(unaudited)
    
December 31, 2021
  
             
Cash and due from banks
  
$
126,275
    
$
195,359
  
Federal funds sold
     8,088       9,493  
Cash and cash equivalents
     134,363       204,852  
Interest-bearing time deposits in other banks
    
2,241
      
3,237
  
Available-for-sale debt securities
     198,356       84,808  
Loans, net of allowance for loan losses of $10,599 and $10,316 at March 31, 2022 and December 31, 2021, respectively
    
1,051,222
      
1,018,085
  
Loans held for sale, at fair value
    
597
      
464
  
Premises and equipment, net
    
13,775
      
17,257
  
Nonmarketable equity securities
    
1,195
      
1,202
  
Core deposit intangibles
     1,565       1,643  
Goodwill
    
8,807
      
8,479
  
Interest receivable and other assets
    
9,111
      
10,522
  
                 
Total assets
  
$
1,421,232
    
$
1,350,549
  
                 
Liabilities and Shareholders’ Equity
                
                 
Deposits
                
Noninterest-bearing
  
$
420,972
    
$
366,705
  
Interest-bearing
    
862,307
      
850,766
  
                 
Total deposits
    
1,283,279
      
1,217,471
  
                 
Income taxes payable
    
2,610
      
-
  
Interest payable and other liabilities
    
6,695
      
5,670
  
                 
Total liabilities
    
1,292,584
      
1,223,141
  
                 
Shareholders’ equity
                
Common stock, $0.01 par value; 50,000,000 shares authorized; shares issued and outstanding: 9,094,468 and 9,071,417 at March 31, 2022 and December 31, 2021 respectively
    
91
      
91
  
Additional paid-in capital
    
94,310
      
94,024
  
Retained earnings
    
38,242
      
33,149
  
Accumulated other comprehensive income (loss)
     (3,995 )     144  
                 
Total shareholders’ equity
    
128,648
      
127,408
  
                 
Total liabilities and shareholders’ equity
  
$
1,421,232
    
$
1,350,549
  

See accompanying notes to Unaudited Condensed Consolidated Financial Statements

2
Table of Contents
Bank7 Corp.
Unaudited Condensed Consolidated Statements of Comprehensive Income
(Dollar amounts in thousands, except share data)

   
Three Months Ended
March 31,
  
   
2022
    
2021
  
Interest Income
            
Loans, including fees
  
$
14,377
    
$
13,094
  
Interest-bearing time deposits in other banks
    
16
      
68
  
Debt securities, taxable
     364       -  
Debt securities, tax-exempt
     98       -  
Other interest and dividend income
    
70
      
26
  
                 
Total interest income
    
14,925
      
13,188
  
                 
Interest Expense
                
Deposits
    
717
      
875
  
                 
Total interest expense
    
717
      
875
  
                 
Net Interest Income
    
14,208
      
12,313
  
                 
Provision for Loan Losses
    
276
      
1,275
  
                 
Net Interest Income After Provision for Loan Losses
    
13,932
      
11,038
  
                 
Noninterest Income
                
Secondary market income
    
166
      
14
  
Loss on sales of available-for-sale debt securities (includes accumulated other comprehensive loss reclassification of $144 and $0, respectively)
     (127 )     -  
Service charges on deposit accounts
    
249
      
120
  
Other
    
387
      
203
  
                 
Total noninterest income
    
675
      
337
  
                 
Noninterest Expense
                
Salaries and employee benefits
    
4,026
      
2,790
  
Furniture and equipment
    
358
      
202
  
Occupancy
    
551
      
472
  
Data and item processing
    
387
      
279
  
Accounting, marketing and legal fees
    
233
      
148
  
Regulatory assessments
    
196
      
141
  
Advertising and public relations
    
110
      
34
  
Travel, lodging and entertainment
    
48
      
89
  
Other
    
511
      
390
  
                 
Total noninterest expense
    
6,420
      
4,545
  
                 
Income Before Taxes
    
8,187
      
6,830
  
Income tax expense
    
2,003
      
1,726
  
Net Income
  
$
6,184
    
$
5,104
  
                 
Earnings per common share - basic
  
$
0.68
    
$
0.56
  
Earnings per common share - diluted
    
0.67
      
0.56
  
Weighted average common shares outstanding - basic
    
9,088,975
      
9,049,007
  
Weighted average common shares outstanding - diluted
    
9,182,055
      
9,058,685
  
                 
Other Comprehensive Income (Loss)
                
Unrealized losses on securities, net of tax benefit of $1,500
   $
 (3,995 )   $ -  
Reclassification adjustment for realized loss included in net income, net of tax of $17
  
(144 )  
-  
Other comprehensive loss, net of tax benefit of $1,500
   $ (4,139 )   $ -  
Comprehensive Income (Loss)
   $ 2,045     $ 5,104  

See accompanying notes to Unaudited Condensed Consolidated Financial Statements

3
Table of Contents
Bank7 Corp.
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
(Dollar amounts in thousands, except per share data)

   
Three Months Ended
March 31,
  
   
2022
    
2021
  
Common Stock  (Shares)
            
Balance at beginning of period
    
9,071,417
      
9,044,765
  
Exercise of employee stock options
     10,625       -
  
Shares issued for restricted stock units
    
12,426
      
4,491
  
Balance at end of period
    
9,094,468
      
9,049,256
  
                 
Common Stock (Amount)
                
Balance at beginning of period
  
$
91
    
$
90
  
Shares issued for stock options
     -       -  
Shares issued for restricted stock units
     -       -  
Balance at end of period
  
$
91
    
$
90
  
                 
Additional Paid-in Capital
                
Balance at beginning of period
  
$
94,024
    
$
93,162
  
Stock-based compensation expense
    
286
      
302
  
Balance at end of period
  
$
94,310
    
$
93,464
  
                 
Retained Earnings
                
Balance at beginning of period
  
$
33,149
    
$
14,067
  
Net income
    
6,184
      
5,104
  
Cash dividends declared ($0.12 and $0.11 per share for March 31, 2022 and 2021, respectively)
    
(1,091
)
    
(995
)
Balance at end of period
  
$
38,242
    
$
18,176
  
                 
Accumulated Other Comprehensive Income (Loss)
                
Balance at beginning of period
   $
 144     $
 -  
Net change due to unrealized loss
     (4,139 )     -  
Balance at end of period
   $
 (3,995 )   $
 -  
                 
Total Shareholders’ equity
  
$
128,648
    
$
111,730
  

See accompanying notes to Unaudited Condensed Consolidated Financial Statements

4

Bank7 Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
(Dollar Amounts in thousands)

   
Three Months Ended
March 31,
  
   
2022
    
2021
  
             
Operating Activities
            
Net income
  
$
6,184
    
$
5,104
  
Adjustments to reconcile net income to net cash provided by operating activities
                
Depreciation and amortization
    
365
      
262
  
Provision for loan losses
    
276
      
1,275
  
Amortization of premiums and discounts on securities
     155       -  
Gain on sales of loans
    
(166
)
    
(14
)
Net loss on sale of available-for-sale debt securities
     127       -  
Stock-based compensation expense
    
286
      
302
  
Cash receipts from the sale of loans originated for sale
    
7,617
      
2,267
  
Cash disbursements for loans originated for sale
    
(7,584
)
    
(1,929
)
Deferred income tax benefit
    
(1,497
)
    
(314
)
Changes in
                
Interest receivable and other assets
    
2,764
      
805
  
Interest payable and other liabilities
    
3,633
      
1,481
  
                 
Net cash provided by operating activities
    
12,160
      
9,239
  
                 
Investing Activities
                
Maturities of interest-bearing time deposits in other banks
    
1,245
      
9,449
  
Purchases of interest-bearing time deposits in other banks
    
(249
)
    
-
  
Proceeds from sale of available-for-sale debt securities
     11,820       -  
Maturities, prepayments and calls of available-for-sale debt securities
     1,407       -  
Purchases of debt securities available-for-sale
     (131,052 )     -  
Net change in loans
    
(33,413
)
    
(24,845
)
Purchases of premises and equipment
    
(66
)
    
(117
)
Proceeds from sale of premises and equipment     2,933       -  
Change in nonmarketable equity securities
    
7
      
(15
)
                 
Net cash used in investing activities
    
(147,368
)
    
(15,528
)
                 
Financing Activities
                
Net change in deposits
    
65,808
      
23,515
  
Cash distributions
    
(1,089
)
    
(995
)
                 
Net cash provided by financing activities
    
64,719
      
22,520
  
                 
(Decrease) Increase in Cash and Cash Equivalents
    
(70,489
)
    
16,231
  
                 
Cash and Cash Equivalents, Beginning of Period
    
204,852
      
153,901
  
                 
Cash and Cash Equivalents, End of Period
  
$
134,363
    
$
170,132
  
                 
Supplemental Disclosure of Cash Flows Information
                
Interest paid
  
$
731
    
$
969
  
Dividends declared and not paid
  
$
1,091
    
$
995
  
Measurement period goodwill adjustment
   $ 328     $ -  

See accompanying notes to Unaudited Condensed Consolidated Financial Statements

5
Table of Contents

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1:
Nature of Operations and Summary of Significant Accounting Policies
 
Nature of Operations
 
Bank7 Corp. (the “Company”), formerly known as Haines Financial Corp, is a bank holding company whose principal activity is the ownership and management of its wholly owned subsidiary, Bank7 (the “Bank”). The Bank is primarily engaged in providing a full range of banking and financial services to individual and corporate customers located in Oklahoma, Kansas, and Texas. The Bank is subject to competition from other financial institutions. The Company is subject to the regulation of certain federal agencies and undergoes periodic examinations by those regulatory authorities.
 
Basis of Presentation
 
The accompanying unaudited interim consolidated financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations, and cash flows of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2021, the date of the most recent annual report. The condensed consolidated balance sheet of the Company as of December 31, 2021 has been derived from the audited consolidated balance sheet of the Company as of that date. Certain information and notes normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The information contained in the financial statements and footnotes included in Company’s annual report for the year ended December 31, 2021, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of the Company, the Bank and its subsidiary, 1039 NW 63rd, LLC, which holds real estate utilized by the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 other real estate owned, other-than-temporary impairments, income taxes, goodwill and intangibles and fair values of financial instruments.
 
6

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Recent Accounting Pronouncements
 
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The ASU requires lessees to recognize a lease liability and a right-of-use asset for all leases, excluding short-term leases, at the commencement date. The guidance in the ASU is effective for annual reporting periods beginning after December 15, 2021. Additionally, a modified retrospective transition approach is required for a leases existing at the earliest comparative period presented.  Management is in the process of planning implementation of this ASU; however, it is not expected to have a significant impact on the Company’s financial condition, results of operation, or capital position, but will impact the presentation on the balance sheet of the Company’s current operating leases. The Company will adopt this ASU in the fourth quarter of 2022.
 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). The ASU requires the replacement of the current incurred loss model with an expected loss model, referred to as the current expected credit loss (CECL) model. The guidance in the ASU is effective for reporting periods beginning after December 15, 2022 with a cumulative-effect adjustment to retained earnings required for the first reporting period. Management is in the process of planning implementation and has established a committee to assist in implementation and evaluation. The Company will adopt this ASU in the first quarter of 2023.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) which provides relief for companies preparing for discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”). On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) announced that the majority of LIBOR rates will no longer be published after December 31, 2021, although a number of key settings will continue until June 2023, to support the rundown of legacy contracts only. As a result, LIBOR should be discontinued as a reference rate. The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features. ASU 2020-04 was effective upon issuance and generally can be applied through December 31, 2022. The adoption of ASU 2020-04 did not significantly impact the consolidated financial statements.

Note 2:
Recent Events, Including Mergers and Acquisitions

Business Combinations

On December 9, 2021, the Company acquired 100% of the outstanding equity of Watonga Bancshares, Inc. (“Watonga”), the bank holding company for Cornerstone Bank, for $29.3 million in cash. Immediately following the acquisition, Watonga was dissolved and Cornerstone Bank merged with and into Bank7.

7

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
An updated preliminary summary of the fair value of assets acquired and liabilities assumed from Watonga are as follows:

   
Estimated Fair Value
  
(in thousands)
      
Assets Acquired
      
Cash and cash equivalents
  
$
41,747
  
Available-for-sale debt securities
    
86,166
  
Federal funds sold
    
7,941
  
Loans
    
117,335
  
Premises and equipment
    
8,815
  
Core deposit intangible
    
1,254
  
Prepaid expenses and other assets
    
4,512
  
Total assets acquiried
    
267,770
  
Liabilities Assumed
        
Deposits
  
$
243,487
  
Accounts payable and accrued expenses
    
2,580
  
Total liabilities assumed
    
246,067
  
Net assets acquired
  
$
21,703
  
Consideration transferred
    
29,498
  
Goodwill
   $
7,795
  

During the quarter, goodwill increased $328,000 related to the continued assessment of the fair value and assumed tax position of Watonga Bancshares, Inc.

As of the acquisition date, the Company evaluated $117.3 million of net loans ($118.5 million gross loans less $1.2 million discount) purchased in conjunction with the acquisition of Watonga Bancshares, Inc. in accordance with the provisions of FASB ASC Topic 310-20, Nonrefundable Fees and Other Costs. As of March 31, 2022, the net loan balance of the ASC Topic 310-20 purchased loans is $101.9 million ($102.9 million gross loans less $1.0 million discount). The fair value discount is being accreted into interest income over the weighted average life of the loans using a constant yield method.

The fair values of assets acquired and liabilities assumed are preliminary and based on valuation estimates and assumptions. The accounting for business combinations require estimates and judgments regarding expectations of future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets. The estimates and assumptions underlying the preliminary valuations are subject to collection of information necessary to complete the valuations (specifically related to projected financial information) within the measurement periods, which are up to one year from the acquisition date. Although the Company does not currently expect material changes to the initial value of net assets acquired, the Company continues to evaluate assumptions related to the valuation of the assets acquired and liabilities assumed. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.

8

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 3:
Restriction on Cash and Due from Banks
 
On March 26, 2020, the Federal Reserve Board reduced reserve requirement ratios to zero percent, effectively eliminating reserve requirements for all depository institutions. There was no reserve requirement as of March 31, 2022.

Note 4:
Earnings Per Share
 
Basic earnings per common share represents the amount of earnings for the period available to each share of common stock outstanding during the reporting period. Basic EPS is computed based upon net income divided by the weighted average number of common shares outstanding during the year.
 
Diluted EPS represents the amount of earnings for the period available to each share of common stock outstanding including common stock that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during each reporting period. Diluted EPS is computed based upon net income divided by the weighted average number of common shares outstanding during each period, adjusted for the effect of dilutive potential common shares, such as restricted stock awards and nonqualified stock options, calculated using the treasury stock method.
 
The following table shows the computation of basic and diluted earnings per share:
 
   
As of and for the three months ended March 31,
  
   
2022
   
2021
 
(Dollars in thousands, except per share amounts)
            
Numerator
            
Net income
  
$
 6,184
    
$
 5,104
  
                 
Denominator
                
Weighted-average shares outstanding for basic earnings per share
     9,088,975
       9,049,007
  
Dilutive effect of stock compensation (1)
     93,080
       9,678
  
Denominator for diluted earnings per share
     9,182,055
       9,058,685
  
                 
Earnings per common share
                
Basic
  
$
 0.68
    
$
 0.56
  
Diluted
  
$
 0.67
    
$
 0.56
  

(1)
 The following have not been included in diluted earnings per share because to do so would have been antidilutive for the periods presented: Nonqualified stock options outstanding of 0 and 265,750 for the three month periods ended March 31, 2022 and 2021, respectively; Restricted stock units of 0 and 30,000 for the three month periods ended March 31, 2022 and 2021, respectively.

9

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements

Note 5: Debt Securities

The following table summarizes the amortized cost and fair value of debt securities available-for-sale at March 31, 2022 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss):

 
(in thousands)
  
Amortized Cost
    
Gross Unrealized
Gains
    
Gross Unrealized
Losses
    
Fair Value
  
Available-for-sale as of March 31, 2022
                        
U.S. Federal agencies
  
$
254
    
$
-
    
$
(3
)
  
$
251
  
Mortgage-backed securities(1)
    
57,697
      
-
      
(2,021
)
    
55,676
  
State and political subdivisions
    
34,369
      
-
      
(1,406
)
    
32,963
  
U.S. Treasuries
    
106,045
      
-
      
(1,990
)
    
104,055
  
Corporate debt securities
    
5,500
      
-
      
(89
)
    
5,411
  
Total available-for-sale
    
203,865
      
-
      
(5,509
)
    
198,356
  
Total debt securities
   $
203,865
     $
-
     $
(5,509
)
   $
198,356
  

 
(in thousands)
  
Amortized Cost
    
Gross Unrealized
Gains
    
Gross Unrealized
Losses
    
Fair Value
  
Available-for-sale as of December 31, 2021
                        
U.S. Federal agencies
  
$
311
    
$
2
    
$
-
    
$
313
  
Mortgage-backed securities(1)
    
33,085
      
69
      
-
      
33,154
  
State and political subdivisions
    
45,245
      
49
      
-
      
45,294
  
U.S. Treasuries
    
6,052
      
-
      
(5
)
    
6,047
  
Corporate debt securities
    
-
      
-
      
-
      
-
  
Total available-for-sale
    
84,693
      
120
      
(5
)
    
84,808
  
Total debt securities
   $
84,693
     $
120
     $
(5
)
   $
84,808
  

(1) All of our mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored entities.

10

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The amortized cost and estimated fair value of investment securities at March 31, 2022, by contractual maturity, are shown below. The expected life of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to call or prepay the underlying mortgage loans with or without call or prepayment penalties.

(in thousands)
  
Amortized Cost
    
Fair Value
  
Available-for-sale as of March 31, 2022
            
Due in one year or less
  
$
3,724
    
$
3,721
  
Due after one year through five years
    
117,047
      
114,968
  
Due after five years through ten years
    
22,378
      
21,111
  
Due after ten years
    
3,019
      
2,880
  
Mortgage-backed securities(1)
    
57,697
      
55,676
  
Total available-for-sale
   $
203,865
     $
198,356
  

(in thousands)
  
Amortized Cost
    
Fair Value
  
Available-for-sale as of December 31, 2021
            
Due in one year or less
  
$
3,622
    
$
3,623
  
Due after one year through five years
    
22,030
      
22,076
  
Due after five years through ten years
    
22,819
      
22,821
  
Due after ten years
    
3,137
      
3,134
  
Mortgage-backed securities(1)
    
33,085
      
33,154
  
Total available-for-sale
   $
84,693
     $
84,808
  

(1) All of our mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored entities.

There were two holdings of securities of issuers in an amount greater than 10% of stockholders equity at March 31, 2022, one mortgage-backed security with a fair value of $17.51 million, and one U.S. Treasury note with a fair value of $98.43 million.

The following table presents a summary of realized gains and losses from the sale of investment securities for the three months ended March 31, 2022. Note, the Company did not have available-for-sale debt securities at March 31, 2021.

(in thousands)
      
Proceeds from sales
  
$
11,820
  
Gross realized gains on sales
  
$
-
  
Gross realized losses on sales
    
(127
)
Total realized (losses), net
  
$
(127
)

The following table details book value of pledged securities as of March 31, 2022:

   
March 31,
2022
    
December 31,
2021
  
Book value of pledged securities
  
$
36,728
    
$
37,477
  

11

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table details gross unrealized losses and fair values of investment securities aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at March 31, 2022. As of March 31, 2022, the Company had the ability and intent to hold the debt securities classified as available-for-sale for a period of time sufficient for a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying debt securities were purchased or acquired. The fair value of those debt securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date, or if market yields for such investments decline. Management has no intent or requirement to sell before the recovery of the unrealized loss; therefore, no impairment loss was realized in the Company’s consolidated statements of comprehensive income.

   
Less than Twelve Months
    
Twelve Months or Longer
    
Total
  
   
Fair Value
    
Gross Unrealized
Losses
    
Fair Value
    
Gross Unrealized
Losses
    
Fair Value
    
Gross Unrealized
Losses
  
(in thousands)
                                    
Available-for-sale
                                    
U.S. Federal agencies
  
$
251
    
$
(3
)
  
$
-
    
$
-
    
$
251
    
$
(3
)
Mortgage-backed securities
    
55,676
      
(2,021
)
    
-
      
-
      
55,676
      
(2,021
)
State and political subdivisions
    
32,963
      
(1,406
)
    
-
      
-
      
32,963
      
(1,406
)
U.S. Treasuries
    
104,055
      
(1,990
)
    
-
      
-
      
104,055
      
(1,990
)
Corporate debt securities
    
5,411
      
(89
)
    
-
      
-
      
5,411
      
(89
)
Total available-for-sale
  
$
198,356
    
$
(5,509
)
  
$
-
    
$
-
    
$
198,356
    
$
(5,509
)

   
Less than Twelve Months
    
Twelve Months or Longer
    
Total
  
   
Fair Value
    
Gross Unrealized
Losses
    
Fair Value
    
Gross Unrealized
Losses
    
Fair Value
    
Gross Unrealized
Losses
  
(in thousands)
                                    
Available-for-sale
                                    
U.S. Federal agencies
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
Mortgage-backed securities
    
-
      
-
      
-
      
-
      
-
      
-
  
State and political subdivisions
    
-
      
-
      
-
      
-
      
-
      
-
  
U.S. Treasuries
    
6,047
      
(5
)
    
-
      
-
      
6,047
      
(5
)
Corporate debt securities
    
-
      
-
      
-
      
-
      
-
      
-
  
Total available-for-sale
  
$
6,047
    
$
(5
)
  
$
-
    
$
-
    
$
6,047
    
$
(5
)

12
Table of Contents

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 6:
Loans and Allowance for Loan Losses
 
A summary of loans at March 31, 2022 and December 31, 2021, are as follows (dollars in thousands):
 
   
March 31,
2022
    
December 31,
2021
  
             
Construction & development
  
$
172,381
    
$
169,322
  
1 - 4 family real estate
    
58,184
      
62,971
  
Commercial real estate - other
    
334,835
      
339,655
  
Total commercial real estate
    
565,400
      
571,948
  
                 
Commercial & industrial
    
416,676
      
361,974
  
Agricultural
    
62,984
      
73,010
  
Consumer
    
19,439
      
24,046
  
                 
Gross loans
    
1,064,499
      
1,030,978
  
                 
Less allowance for loan losses
    
(10,599
)
    
(10,316
)
Less deferred loan fees
    
(2,678
)
    
(2,577
)
                 
Net loans
  
$
1,051,222
    
$
1,018,085
  

Included in the commercial & industrial loan balances are $14.2 million and $18.7 million of loans that were originated under the SBA PPP program as of March 31, 2022 and December 31, 2021, respectively.
 
13

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents, by portfolio segment, the activity in the allowance for loan losses for the three months ended March 31, 2022 and 2021 (dollars in thousands):
 
   
Construction &
Development
    
1 - 4 Family
Real Estate
    
Commercial
Real Estate -
Other
    
Commercial
& Industrial
    
Agricultural
    
Consumer
    
Total
  
                                           
March 31, 2022
                                          
Balance, beginning of period
  
$
1,695
    
$
630
    
$
3,399
    
$
3,621
    
$
730
    
$
241
    
$
10,316
  
                                                         
Charge-offs
    
-
      
-
      
-
      
-
      
-
      
(2
)
    
(2
)
Recoveries
    
-
      
-
      
-
      
-
      
-
      
9
      
9
  
                                                         
Net (charge-offs) recoveries
    
-
      
-
      
-
      
-
      
-
      
7
      
7
  
                                                         
Provision (credit) for loan losses
    
22
      
(51
)
    
(65
)
    
527
      
(103
)
    
(54
)
    
276
  
                                                         
Balance, end of period
  
$
1,717
    
$
579
    
$
3,334
    
$
4,148
    
$
627
    
$
194
    
$
10,599
  

   
Construction &
Development
    
1 - 4 Family
Real Estate
    
Commercial
Real Estate -
Other
    
Commercial
& Industrial
    
Agricultural
    
Consumer
    
Total
  
                                           
March 31, 2021
                                          
Balance, beginning of period
  
$
1,239
    
$
334
    
$
3,337
    
$
4,035
    
$
580
    
$
114
    
$
9,639
  
                                                         
Charge-offs
    
-
      
-
      
-
      
-
      
-
      
(50
)
    
(50
)
Recoveries
    
-
      
-
      
-
      
-
      
-
      
-
      
-
  
                                                         
Net (charge-offs) recoveries
    
-
      
-
      
-
      
-
      
-
      
(50
)
    
(50
)
                                                         
Provision (credit) for loan losses
    
128
      
99
      
540
      
508
      
(48
)
    
48
      
1,275
  
                                                         
Balance, end of period
  
$
1,367
    
$
433
    
$
3,877
    
$
4,543
    
$
532
    
$
112
    
$
10,864
  
 
14

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents, by portfolio segment, the balance in allowance for loan losses and the gross loans based upon portfolio segment and impairment method as of March 31, 2022 and December 31, 2021 (dollars in thousands):
 
   
Construction &
Development
    
1 - 4 Family
Real Estate
    
Commercial
Real Estate -
Other
    
Commercial
& Industrial
    
Agricultural
    
Consumer
    
Total
  
                                           
March 31, 2022
                                          
Allowance Balance
                                          
Ending balance Individually evaluated for impairment
  
$
-
    
$
-
    
$
-
    
$
249
    
$
-
    
$
-
    
$
249
  
Collectively evaluated for impairment
    
1,717
      
579
      
3,334
      
3,899
      
627
      
194
      
10,350
  
                                                         
Total
  
$
1,717
    
$
579
    
$
3,334
    
$
4,148
    
$
627
    
$
194
    
$
10,599
  
                                                         
Gross Loans
                                                        
Ending balance Individually evaluated for impairment
  
$
-
    
$
-
    
$
14,043
    
$
14,102
    
$
-
    
$
24
    
$
28,169
  
Collectively evaluated for impairment
    
172,381
      
58,184
      
320,792
      
402,574
      
62,984
      
19,415
      
1,036,330
  
                                                         
Total
  
$
172,381
    
$
58,184
    
$
334,835
    
$
416,676
    
$
62,984
    
$
19,439
    
$
1,064,499
  
                                                         
December 31, 2021
                                                        
Allowance Balance
                                                        
Ending balance Individually evaluated for impairment
  
$
-
    
$
-
    
$
-
    
$
253
    
$
-
    
$
-
    
$
253
  
Collectively evaluated for impairment
    
1,695
      
630
      
3,399
      
3,368
      
730
      
241
      
10,063
  
                                                         
Total
  
$
1,695
    
$
630
    
$
3,399
    
$
3,621
    
$
730
    
$
241
    
$
10,316
  
                                                         
Gross Loans
                                                        
Ending balance Individually evaluated for impairment
  
$
-
    
$
-
    
$
14,481
    
$
9,354
    
$
-
    
$
19
    
$
23,854
  
Collectively evaluated for impairment
    
169,322
      
62,971
      
325,174
      
352,620
      
73,010
      
24,027
      
1,007,124
  
                                                         
Total
  
$
169,322
    
$
62,971
    
$
339,655
    
$
361,974
    
$
73,010
    
$
24,046
    
$
1,030,978
  
 
Internal Risk Categories
 
Each loan segment is made up of loan categories possessing similar risk characteristics.
 
Risk characteristics applicable to each segment of the loan portfolio are described as follows:

Real Estate – The real estate loan portfolio consists of loans made to finance both residential and commercial properties.  Credit risk in these loans can be impacted by economic conditions within the Company’s market areas that might impact either property values or a borrower’s ability to repay.   Commercial real estate loans typically involve larger principal amounts and are repaid primarily from the cash flow of a borrower’s principal business operation, the sale of the real estate, and in some cases from income that is independent from the real estate asset itself.

Commercial & Industrial – The commercial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions.  The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation.  Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations.

15

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Agricultural – Loans secured by agricultural assets are generally made for the purpose of acquiring land devoted to crop production, and various animals that are eventually harvested and sold, and typically housed on the underlying secured property.  Credit risk in these loans may be impacted by crop and commodity prices, the creditworthiness of a borrower, and changes in economic conditions which might affect underlying property values and the local economies in the Company’s market areas.

Consumer – The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Residential loans in this category are generally secured by owner occupied 1–4 family residences. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose.  Credit risk is driven by consumer economic factors, such as unemployment and general economic conditions in the Company’s market area and the creditworthiness of a borrower.
 
Loan grades are numbered 1 through 4.  Grade 1 is considered satisfactory. The grades of 2 and 3, or Watch and Special Mention, respectively, represent loans of lower quality and are considered criticized.  Grade of 4, or Substandard, refers to loans that are classified.
 
  •
Grade 1 (Pass) – These loans generally conform to Bank policies, and are characterized by policy conforming advance rates on collateral, and have well-defined repayment sources. In addition, these credits are extended to borrowers and/or guarantors with a strong balance sheet and either substantial liquidity or a reliable income history.
 

•
Grade 2 (Watch) – These loans are still considered “Pass” credits; however, various factors such as industry stress, material changes in cash flow or financial conditions, or deficiencies in loan documentation, or other risk issues determined by the Lending Officer, Commercial Loan Committee (CLC), or Credit Quality Committee (CQC) warrant a heightened sense and frequency of monitoring.
 

•
Grade 3 (Special Mention) – These loans must have observable weaknesses or evidence of imprudent handling or structural issues. The weaknesses require close attention and the remediation of those weaknesses is necessary. No risk of probable loss exists. Credits in this category are expected to quickly migrate to a “2” or a “4” as this is viewed as a transitory loan grade.
 

•
Grade 4 (Substandard) – These loans are not adequately protected by the sound worth and debt service capacity of the borrower, but may be well secured. They have defined weaknesses relative to cash flow, collateral, financial condition, or other factors that might jeopardize repayment of all of the principal and interest on a timely basis. There is the possibility that a future loss will occur if weaknesses are not remediated.
 
The Company evaluates the definitions of loan grades and the allowance for loan losses methodology on an ongoing basis.  No changes were made to either during the period ended March 31, 2022.
 
16

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents the credit risk profile of the Company’s loan portfolio based on internal rating category as of March 31, 2022 and December 31, 2021 (dollars in thousands):
 
   
 
Construction &
Development
    
 
1 - 4 Family
Real Estate
    
Commercial
Real Estate -
Other
    
 
Commercial
& Industrial
    
 
 
Agricultural
    
 
 
Consumer
    
 
 
Total
  
                                           
March 31, 2022
                                          
Grade
                                          
1 (Pass)
  
$
172,381
    
$
58,184
    
$
288,783
    
$
402,072
    
$
62,513
    
$
19,397
    
$
1,003,330
  
2 (Watch)
    
-
      
-
      
15,000
      
116
      
327
      
18
      
15,461
  
3 (Special Mention)
    
-
      
-
      
17,009
      
386
      
144
      
-
      
17,539
  
4 (Substandard)
    
-
      
-
      
14,043
      
14,102
      
-
      
24
      
28,169
  
Total
  
$
172,381
    
$
58,184
    
$
334,835
    
$
416,676
    
$
62,984
    
$
19,439
    
$
1,064,499
  

   
 
Construction &
Development
    
 
1 - 4 Family
Real Estate
    
Commercial
Real Estate -
Other
    
 
Commercial
& Industrial
    
 
 
Agricultural
    
 
 
Consumer
    
 
 
Total
  
                                           
December 31, 2021
                                          
Grade
                                          
1 (Pass)
  
$
169,322
    
$
62,971
    
$
282,268
    
$
341,661
    
$
72,295
    
$
24,000
    
$
952,517
  
2 (Watch)
    
-
      
-
      
14,976
      
4,658
      
255
      
-
      
19,889
  
3 (Special Mention)
    
-
      
-
      
27,112
      
6,300
      
460
      
-
      
33,872
  
4 (Substandard)
    
-
      
-
      
15,299
      
9,355
      
-
      
46
      
24,700
  
Total
  
$
169,322
    
$
62,971
    
$
339,655
    
$
361,974
    
$
73,010
    
$
24,046
    
$
1,030,978
  

The following table presents the Company’s loan portfolio aging analysis of the recorded investment in loans as of March 31, 2022 and December 31, 2021 (dollars in thousands):
 

 
Past Due
                    
   
30–59
Days
    
60–89
Days
    
Greater than
90 Days
    
 
Total
    
 
Current
    
Total
Loans
    
Total Loans
> 90 Days &
Accruing
  
                                           
March 31, 2022
                                          
Construction & development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
172,381
    
$
172,381
    
$
-
  
1 - 4 family real estate
    
26
      
-
      
-
      
26
      
58,158
      
58,184
      
-
  
Commercial real estate - other
    
-
      
167
      
-
      
167
      
334,668
      
334,835
      
-
  
Commercial & industrial
    
27
      
3
      
119
      
149
      
416,527
      
416,676
      
19
  
Agricultural
    
443
      
-
      
59
      
502
      
62,482
      
62,984
      
59
  
Consumer
    
426
      
1
      
13
      
440
      
18,999
      
19,439
      
13
  
Total
  
$
922
    
$
171
    
$
191
    
$
1,284
    
$
1,063,215
    
$
1,064,499
    
$
91
  
                                                         
December 31, 2021
                                                        
Construction & development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
169,322
    
$
169,322
    
$
-
  
1 - 4 family real estate
    
-
      
-
      
-
      
-
      
62,971
      
62,971
      
-
  
Commercial real estate - other
    
-
      
174
      
-
      
174
      
339,481
      
339,655
      
-
  
Commercial & industrial
    
-
      
19
      
501
      
520
      
361,454
      
361,974
      
401
  
Agricultural
    
-
      
-
      
77
      
77
      
72,933
      
73,010
      
77
  
Consumer
    
48
      
15
      
18
      
81
      
23,965
      
24,046
      
18
  
Total
  
$
48
    
$
208
    
$
596
    
$
852
    
$
1,030,126
    
$
1,030,978
    
$
496
  
 
17

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents impaired loans as of March 31, 2022 and December 31, 2021 (dollars in thousands):
 
   
Unpaid
Principal
Balance
    
Recorded
Investment
with No
Allowance
    
Recorded
Investment
with an
Allowance
    
Total
Recorded
Investment
    
Related
Allowance
    
Average
Recorded
Investment
    
Interest
Income
Recognized
  
                                     
March 31, 2022
                                          
Construction & development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
1 - 4 family real estate
    
-
      
-
      
-
      
-
      
-
      
-
      
-
  
Commercial real estate - other
    
14,702
      
14,043
      
-
      
14,043
      
-
      
14,831
      
203
  
Commercial & industrial
    
14,705
      
13,853
      
249
      
14,102
      
249
      
11,529
      
149
  
Agricultural
    
-
      
-
      
-
      
-
      
-
      
4
      
-
  
Consumer
    
25
      
24
      
-
      
24
      
-
      
33
      
1
  
    $ 29,432     $ 27,920     $ 249     $ 28,169     $ 249     $ 26,397     $ 353  

                                   
December 31, 2021                                          
Construction & development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
1 - 4 family real estate
    
-
      
-
      
-
      
-
      
-
      
-
      
-
  
Commercial real estate - other
    
15,412
      
14,481
      
-
      
14,481
      
-
      
11,879
      
902
  
Commercial & industrial
    
9,476
      
9,101
      
253
      
9,354
      
253
      
12,584
      
275
  
Agricultural
    
-
      
-
      
-
      
-
      
-
      
161
      
-
  
Consumer
    
18
      
19
      
-
      
19
      
-
      
33
      
1
  
Total
  
$
24,906
    
$
23,601
    
$
253
    
$
23,854
    
$
253
    
$
24,657
    
$
1,178
  

Impaired loans include nonperforming loans and also include loans modified in troubled-debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired.  At March 31, 2022, the Company had $1.4 million of commercial real estate loans, compared to $1.4 million of commercial real estate loans that were classified as troubled-debt restructurings and impaired as of December 31, 2021.  There were no newly modified troubled-debt restructurings during the three months ended March 31, 2022.

There were no troubled-debt restructurings modified in the past three months that subsequently defaulted for the period ended March 31, 2022.
 
18

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table represents information regarding nonperforming assets at March 31, 2022 and December 31, 2021 (dollars in thousands):
 
   
 
Construction &
Development
    
 
1 - 4 Family
Real Estate
    
Commercial
Real Estate -
Other
    
 
Commercial
& Industrial
    
 
 
Agricultural
    
 
 
Consumer
    
 
 
Total
  
                                           
March 31, 2022
                                          
Nonaccrual loans
  
$
-
    
$
-
    
$
1,518
    
$
8,021
    
$
-
    
$
-
    
$
9,539
  
Troubled-debt restructurings (1)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
  
Accruing loans 90 or more days past due
    
-
      
-
      
-
      
19
      
59
      
13
      
91
  
                                                         
Total nonperforming loans
  
$
-
    
$
-
    
$
1,518
    
$
8,040
    
$
59
    
$
13
    
$
9,630
  

   
 
Construction &
Development
    
 
1 - 4 Family
Real Estate
    
Commercial
Real Estate -
Other
    
 
Commercial
& Industrial
    
 
 
Agricultural
    
 
 
Consumer
    
 
 
Total
  
                                           
December 31, 2021
                                          
Nonaccrual loans
  
$
-
    
$
-
    
$
2,708
    
$
7,163
    
$
-
    
$
14
    
$
9,885
  
Troubled-debt restructurings (1)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
  
Accruing loans 90 or more days past due
    
-
      
-
      
-
      
401
      
77
      
18
      
496
  
                                                         
Total nonperforming loans
  
$
-
    
$
-
    
$
2,708
    
$
7,564
    
$
77
    
$
32
    
$
10,381
  

 
(1)
$1.4 million of TDRs as of March 31, 2022 and December 31, 2021, are included in the nonaccrual loans balance.

Note 7:
Shareholders’ Equity
 
On September 5, 2019, the Company adopted a Repurchase Plan (the “RP”). The RP initially authorized the repurchase of up to 500,000 shares of the Company’s common stock. On March 13, 2020, the Company’s Board of Directors approved a 500,000 share expansion, and on November 2, 2020, approved a 750,000 share expansion to the RP, for a total of 1,750,000 shares authorized under the RP. All shares repurchased under the RP have been retired and not held as treasury stock. The RP expired on September 5, 2021. On October 28, 2021, the Company adopted a new Repurchase Plan (the “New RP”) that authorizes the repurchase of up to 750,000 shares of the Company’s stock. Stock repurchases under the New RP will take place pursuant to a Rule 10b5-1 Plan with pricing and purchasing parameters established by management.
 
A summary of the activity under the RP is as follows:
 
   
Three Months Ended
March 31,
  
   
2022
   
2021
 
Number of shares repurchased
    
-
      
-
  
Average price of shares repurchased
  
$
-
    
$
-
  
Shares remaining to be repurchased
    
750,000
      
717,822
  

19

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The Company and Bank are subject to risk-based capital guidelines issued 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.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under GAAP, regulatory reporting requirements and regulatory capital standards.  The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.  Furthermore, the Company’s and the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.
 
Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the following table) of total, Tier I, and Common Equity capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined).  Management believes, as of March 31, 2022, that the Company and Bank meet all capital adequacy requirements to which it is subject and maintains capital conservation buffers that allow the Company and Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to certain executive officers.
 
As of March 31, 2022, the most recent notification from the Federal Deposit Insurance Corporation (FDIC) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, the Bank must maintain capital 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.
 
20

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The Company’s and Bank’s actual capital amounts and ratios are presented in the following table (dollars in thousands):
 
   
Actual
    
Minimum
Capital Requirements
    
With Capital
Conservation Buffer
    
Minimum
To Be Well Capitalized
Under Prompt
Corrective Action
  
   
Amount
    
Ratio
    
Amount
    
Ratio
    
Amount
    
Ratio
    
Amount
    
Ratio
  
                                                 
As of March 31, 2022
                                                
Total capital to risk-weighted assets                                                
Company
  
$
133,374
      
12.54
%
  
$
85,111
      
8.00
%
  
$
111,708
      
10.50
%
    
N/A
      
N/A
  
Bank
    
133,488
      
12.56
%
    
85,030
      
8.00
%
    
111,602
      
10.50
%
  
$
106,288
      
10.00
%
Tier I capital to risk-weighted assets
                                                                
Company
    
122,776
      
11.54
%
    
63,833
      
6.00
%
    
90,431
      
8.50
%
    
N/A
      
N/A
  
Bank
    
122,889
      
11.56
%
    
63,773
      
6.00
%
    
90,345
      
8.50
%
    
85,030
      
8.00
%
CET I capital to risk-weighted assets
                                                                
Company
    
122,776
      
11.54
%
    
47,875
      
4.50
%
    
74,472
      
7.00
%
    
N/A
      
N/A
  
Bank
    
122,889
      
11.56
%
    
47,830
      
4.50
%
    
74,401
      
7.00
%
    
69,087
      
6.50
%
Tier I capital to average assets
                                                                
Company
    
122,776
      
9.27
%
    
52,967
      
4.00
%
    
N/A
      
N/A
      
N/A
      
N/A
  
Bank
    
122,889
      
9.28
%
    
52,941
      
4.00
%
    
N/A
      
N/A
      
66,176
      
5.00
%
                                                                 
As of December 31, 2021
                                                                
Total capital to risk-weighted assets
                                                                
Company
  
$
127,946
      
12.54
%
  
$
81,620
      
8.00
%
  
$
107,126
      
10.50
%
    
N/A
      
N/A
  
Bank
    
127,844
      
12.54
%
    
81,539
      
8.00
%
    
107,020
      
10.50
%
  
$
101,924
      
10.00
%
Tier I capital to risk-weighted assets
                                                                
Company
    
117,631
      
11.53
%
    
61,215
      
6.00
%
    
86,721
      
8.50
%
    
N/A
      
N/A
  
Bank
    
117,528
      
11.53
%
    
61,154
      
6.00
%
    
86,635
      
8.50
%
    
81,539
      
8.00
%
CET I capital to risk-weighted assets
                                                                
Company
    
117,631
      
11.53
%
    
45,911
      
4.50
%
    
71,417
      
7.00
%
    
N/A
      
N/A
  
Bank
    
117,528
      
11.53
%
    
45,866
      
4.50
%
    
71,347
      
7.00
%
    
66,250
      
6.50
%
Tier I capital to average assets
                                                                
Company
    
117,631
      
10.56
%
    
44,571
      
4.00
%
    
N/A
      
N/A
      
N/A
      
N/A
  
Bank
    
117,528
      
10.55
%
    
44,571
      
4.00
%
    
N/A
      
N/A
      
55,714
      
5.00
%
 
The federal banking agencies require that banking organizations meet several risk-based capital adequacy requirements. The current risk-based capital standards applicable to the Company and the Bank are based on the Basel III Capital Rules established by the Basel Committee on Banking Supervision (the “Basel Committee”). The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply. The requirements are intended to ensure that banking organizations have adequate capital given the risk levels of assets and off-balance sheet financial instruments.
 
The Basel III Capital Rules require the Bank and the Company to comply with four minimum capital standards: a Tier 1 leverage ratio of at least 4.0%; a CET1 to risk-weighted assets of 4.5%; a Tier 1 capital to risk-weighted assets of at least 6.0%; and a total capital to risk-weighted assets of at least 8.0%. The calculation of all types of regulatory capital is subject to definitions, deductions and adjustments specified in the regulations.
 
The Basel III Capital Rules also require a “capital conservation buffer” of 2.5% above the regulatory minimum risk-based capital requirements. The capital conservation buffer is designed to absorb losses during periods of economic stress and effectively increases the minimum required risk-weighted capital ratios.  Banking institutions with a ratio of CET1 to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer) are subject to limitations on certain activities, including payment of dividends, share repurchases and discretionary bonuses to executive officers based on the amount of the shortfall.
 
21

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
As of March 31, 2022, the Company’s and the Bank’s capital ratios exceeded the minimum capital adequacy guideline percentage requirements under the Basel III Capital Rules on a fully phased-in basis.
 
The Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval.  At March 31, 2022, approximately $41.4 million of retained earnings was available for dividend declaration from the Bank without prior regulatory approval.

Note 8:
Related-Party Transactions
 
At March 31, 2022 and December 31, 2021, the Company had no loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties).
 
The Bank leases office and retail banking space in Woodward, Oklahoma from Haines Realty Investments Company, LLC, a related party of the Company.  Lease expense totaled $39,000 and $46,000 for the three months ended March 31, 2022 and 2021, respectively.  In addition, payroll and office sharing arrangements were in place between the Company and certain of its affiliates.

22
Table of Contents

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 9:
Employee Benefits
 
401(k) Savings Plan
 
The Company has a retirement savings 401(k) plan covering substantially all employees. Employees may contribute up to the maximum legal limit with the Company matching up to 5% of the employee’s salary. Employer contributions charged to expense for the three months ended March 31, 2022 and 2021 totaled $94,000 and $65,000 respectively.
 
Stock-Based Compensation
 
The Company adopted a nonqualified incentive stock option plan (the “Incentive Plan”) in September 2018. The Incentive Plan will terminate in September 2028, if not extended. Compensation expense related to the Plan for the three months ended March 31, 2022 and 2021 totaled $286,000 and $302,000, respectively. There were 706,587 shares available for future grants as of March 31, 2022.
 
The Company grants to employees and directors restricted stock units (RSUs) which vest ratably over one, three or five years and stock options which vest ratably over four years.  All RSUs and stock options are granted at the fair value of the common stock at the time of the award. The RSUs are considered fixed awards as the number of shares and fair value are known at the date of grant and the fair value at the grant date is amortized over the vesting and/or service period.
 
The Company uses newly issued shares for granting RSUs and stock options.
 
The following table is a summary of the stock option activity under the Incentive Plan (dollar amounts in thousands, except per share data):

   
Options
    
Wgtd. Avg. Exercise
Price
    
Wgtd. Avg.
Remaining
Contractual Term
    
Aggregate
Intrinsic
Value
  
Three Months Ended March 31, 2022
                        
Outstanding at December 31, 2021
    
264,000
    
$
17.41
              
Options Granted
    
-
      
-
              
Options Exercised
    
10,625
      
18.11
              
Options Forfeited
    
-
   
-
              
Outstanding at March 31, 2022
    
253,375
      
17.38
      
7.33
    
$
1,580,001
  
Exercisable at March 31, 2022
    
141,060
     $
18.18
      
6.91
    
$
767,645
  

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the expected term. The fair value of each option is expensed over its vesting period.
23

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table shows the assumptions used for computing stock-based compensation expense under the fair value method on options granted during the period presented. There were no grants for the three months ended March 31, 2022.
 
   
For the Three Months Ended
  
   
March 31, 2021
  
Risk-free interest rate
    
0.52
%
Dividend yield
    
2.89
%
Stock price volatility
    
66.67
%
Expected term
    
6.41
  
 
The following table summarizes share information about RSUs for the three months ended March 31, 2022 and 2021:
 

 
Number of
Shares
    
Wgtd. Avg. Grant
Date Fair Value
  
Three Months Ended March 31, 2022
                
Outstanding at December 31, 2021
    
172,993
    
$
17.58
  
Shares granted
    
-
      
-
  
Shares vested
    
(15,584
)
    
15.98
  
Shares forfeited
    
-
      
-
  
End of the period balance
    
157,409
    
$
19.32
  

   
Number of Shares
    
Wgtd. Avg. Grant
Date Fair Value
  
Three Months Ended March 31, 2021
            
Outstanding at December 31, 2020
    
118,000
    
$
18.09
  
Shares granted
    
25,200
      
14.31
  
Shares vested
    
(6,398
)
    
18.49
  
Shares forfeited
    
-
      
-
  
End of the period balance
    
136,802
    
$
17.37
  
 
As of March 31, 2022, there was approximately $2.6 million of unrecognized compensation expense related to 157,409 unvested RSUs and $514,000 of unrecognized compensation expense related to 253,375 unvested and/or unexercised stock options. The stock option expense is expected to be recognized over a weighted average period of 2.32 years, and the RSU expense is expected to be recognized over a weighted average period of 2.84 years.

As of March 31, 2021, there was approximately $2.1 million of unrecognized compensation expense related to 136,802 unvested RSUs and $834,000 of unrecognized compensation expense related to 265,750 unvested and/or unexercised stock options.  The stock option expense is expected to be recognized over a weighted average period of 3.09 years, and the RSU expense is expected to be recognized over a weighted average period of 3.00 years.

Note 10:
Disclosures About Fair Value of Assets and Liabilities
 
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 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
 

Assets and liabilities measured at fair value on a recurring basis include the following:

 
Available-for-sale debt securities: Debt securities classified as available-for-sale, as discussed in Note 5, are reported at fair value utilizing Level 2 inputs. For those debt securities classified as Level 2, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data for similar securities, market consensus prepayments speeds, credit information and the security’s terms and conditions, among other things.

24

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Nonrecurring Measurements
 
The following table presents 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 at March 31, 2022 and December 31, 2021 (dollars in thousands):
 
   
Fair Value
    
(Level 1)
    
(Level 2)
    
(Level 3)
  
                         
March 31, 2022
                        
Impaired loans (collateral- dependent)
  
$
6,844
    
$
-
    
$
-
    
$
6,844
  
                                 
December 31, 2021
                                
Impaired loans (collateral- dependent)
  
$
6,910
    
$
-
    
$
-
    
$
6,910
  

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 Allowance for Loan Losses
 
The estimated fair value of collateral-dependent impaired loans is based on fair value, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.
 
The Company considers evaluation analysis as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Values of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by executive management and loan administration. Values are reviewed for accuracy and consistency by executive management and loan administration. The ultimate collateral 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.

25

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Unobservable (Level 3) Inputs
 
The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.
 
   
Fair Value
  
Valuation
Technique
 Unobservable
Inputs
  
Weighted-
Average
  
March 31, 2022
                
Collateral-dependent impaired loans
  
$
6,844
  
Appraisals from comparable properties
Estimated cost to sell
     20
%
                     
December 31, 2021
                    
Collateral-dependent impaired loans
  
$
6,910
  
Appraisals from comparable properties
Estimated cost to sell
     20 %

The following table presents estimated fair values of the Company’s financial instruments not recorded at fair value at March 31, 2022 and December 31, 2021 (dollars in thousands):


  Carrying    
Fair Value Measurements
  

 
Amount
    
Level 1
    
Level 2
    
Level 3
    
Total
  
March 31, 2022
                              
                               
Financial Assets
                              
Cash and due from banks
  
$
126,275
    
$
126,275
    
$
-
    
$
-
    
$
126,275
  
Federal funds sold
     8,088       8,088       -       -       8,088  
Interest-bearing time deposits in other banks
    
2,241
      
-
      
2,241
      
-
      
2,241
  
Loans, net of allowance
    
1,051,222
      
-
      
1,043,933
      
6,844
      
1,050,777
  
Loans held for sale
     597       -       597       -       597  
Nonmarketable equity securities
    
1,195
      
-
      
1,195
      
-
      
1,195
  
Interest receivable
    
4,256
      
-
      
4,256
      
-
      
4,256
  
                                         
Financial Liabilities
                                        
Deposits
  
$
1,283,279
    
$
-
    
$
1,281,971
    
$
-
    
$
1,281,971
  
Interest payable
    
103
      
-
      
103
      
-
      
103
  
                                         
December 31, 2021
                                        
                                         
Financial Assets
                                        
Cash and due from banks
  
$
195,359
    
$
195,359
    
$
-
    
$
-
    
$
195,359
  
Federal funds sold
     9,493       9,493       -       -    
9,493  
Interest-bearing time deposits in other banks
    
3,237
      
-
      
3,237
      
-
      
3,237
  
Loans, net of allowance
    
1,018,085
      
-
      
1,011,048
      
6,910
      
1,017,958
  
Loans held for sale
    
464
      
-
      
464
      
-
      
464
  
Nonmarketable equity securities
    
1,202
      
-
      
1,202
      
-
      
1,202
  
Interest receivable
    
4,259
      
-
      
4,259
      
-
      
4,259
  
                                         
Financial Liabilities
                                        
Deposits
  
$
1,217,471
    
$
-
    
$
1,217,094
    
$
-
    
$
1,217,094
  
Interest payable
    
117
      
-
      
117
      
-
      
117
  
26

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value:
 
Cash and Due from Banks, Interest-Bearing Time Deposits in Other Banks, Nonmarketable Equity Securities, Interest Receivable and Interest Payable
 
The carrying amount approximates fair value.

Loans and Mortgage Loans Held for Sale
 
The Company determines fair value of loans by using exit market assumptions including factors such as liquidity, credit quality and risk of nonperformance. The fair value is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.
 
Deposits
 
Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.
 
Commitments to Extend Credit, Lines of Credit and Standby Letters of Credit
 
The fair values of unfunded commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair values of standby letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The estimated fair values of the Company’s commitments to extend credit, lines of credit and standby letters of credit were not material at March 31, 2022 and December 31, 2021.

27
Table of Contents

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements

Note 11:
Financial Instruments with Off-Balance Sheet Risk
 
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the accompanying consolidated balance sheets. The following summarizes those financial instruments with contract amounts representing credit risk as of March 31, 2022 and December 31, 2021 (dollars in thousands):
 
   
March 31,
    
December 31,
  
     2022      2021  
   
 
Commitments to extend credit
  
$
215,268
    
$
200,393
  
Financial and performance standby letters of credit
    
4,243
      
5,809
  
                 
   
$
219,511
    
$
206,202
  
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Each instrument generally has fixed expiration dates or other termination clauses. Since many of the instruments are expected to expire without being drawn upon, total commitments to extend credit amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, by the Company upon extension of credit is based on management’s credit evaluation of the customer. Standby letters of credit are irrevocable conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Note 12:
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 6 regarding loans.  Current vulnerabilities due to off-balance sheet credit risk are discussed in Note 11.
 
28

Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
As of March 31, 2022, hospitality loans were 17% of gross total loans with outstanding balances of $179.2 million and unfunded commitments of $35.7 million; energy loans were 11% of gross total loans with outstanding balances of $115.6 million and unfunded commitments of $25.5 million.
 
The Company evaluates goodwill for potential goodwill impairment on an annual basis or more often based on consideration if any impairment indicators have occurred. A prolonged strain on the U.S. economy impacting the Company could result in goodwill being partially or fully impaired. At March 31, 2022, goodwill of $8.8 million was recorded on the consolidated balance sheet.
 
29
ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2021.
 
Unless the context indicates otherwise, references in this management’s discussion and analysis to “we”, “our”, and “us,” refer to Bank7 Corp. and its consolidated subsidiaries.  All references to “the Bank” refer to Bank7, our wholly owned subsidiary.

General

We are Bank7 Corp., a bank holding company headquartered in Oklahoma City, Oklahoma. Through our wholly-owned subsidiary, Bank7, we operate twelve locations in Oklahoma, the Dallas/Fort Worth, Texas metropolitan area and Kansas. We are focused on serving business owners and entrepreneurs by delivering fast, consistent and well-designed loan and deposit products to meet their financing needs. We intend to grow organically by selectively opening additional branches in our target markets and pursuing strategic acquisitions.
 
As a bank holding company, we generate most of our revenue from interest income on loans and from short-term investments. The primary source of funding for our loans and short-term investments are deposits held by our subsidiary, Bank7. We measure our performance by our return on average assets, return on average equity, earnings per share, capital ratios, efficiency ratio (calculated by dividing noninterest expense by the sum of net interest income on a tax equivalent basis) and noninterest income.
 
As of March 31, 2022, we had total assets of $1.4 billion, total loans of $1.1 billion, total deposits of $1.3 billion and total shareholders’ equity of $128.6 million.
 
Results of Operations

Performance Summary. For the first quarter of 2022, we reported a pre-tax income of $8.2 million, compared to pre-tax income of $6.8 million for the first quarter of 2021. For the first quarter of 2022, interest income increased by $1.7 million, or 13.2%, compared to the first quarter of 2021. For the first quarter of 2022, average total loans were $1.0 billion with loan yields of 5.82% as compared to average total loans of $847.5 million with loan yields of 6.27% for the first quarter of 2021.

Our provision for loan losses for the first quarter of 2022 was $276,000, compared to $1.28 million for the first quarter of 2021.

Return on average equity was 19.26% for the first quarter of 2022, as compared to 19.02% for the same period in 2021.

30
Net Interest Income and Net Interest Margin. The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets, and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities, and the resultant average rates; (iii) net interest income; and (iv) the net interest margin.

   
Net Interest Margin
  
   
For the Three Months Ended March 31,
  
   
2022
    
2021
  
   
Average
Balance
    
Interest
Income/
Expense
    
Average
Yield/
Rate
    
Average
Balance
    
Interest
Income/
Expense
    
Average
Yield/
Rate
  
   
(Dollars in thousands)
  
Interest-Earning Assets:
                                    
Short-term investments
  
$
187,672
    
$
86
      
0.19
%
  
$
125,739
    
$
92
      
0.30
%
Debt securities, taxable-equivalent
    
87,886
      
364
      
1.68
      
1,172
      
2
      
0.69
  
Debt securities, tax exempt(1)
    
23,969
      
98
      
1.66
      
-
      
-
      
-
  
Loans held for sale
    
487
      
-
      
-
      
378
      
-
      
-
  
Total loans(2)
    
1,003,890
      
14,377
      
5.81
      
847,498
      
13,094
      
6.27
  
Total interest-earning assets
    
1,303,904
      
14,925
      
4.64
      
974,787
      
13,188
      
5.49
  
Noninterest-earning assets
    
24,342
                      
7,103
                  
Total assets
  
$
1,328,246
                    
$
981,890
                  
                                                 
Funding sources:
                                                
Interest-bearing liabilities:
                                                
Deposits:
                                                
Transaction accounts
  
$
636,446
      
458
      
0.29
%
  
$
419,991
      
362
      
0.35
%
Time deposits
    
169,602
      
259
      
0.62
      
205,557
      
513
      
1.01
  
Total interest-bearing deposits
    
806,048
      
717
      
0.36
      
625,548
      
875
      
0.57
  
Total interest-bearing liabilities
  
$
806,048
      
717
      
0.36
    
$
625,548
      
875
      
0.57
  
                                                 
Noninterest-bearing liabilities:
                                                
Noninterest-bearing deposits
  
$
385,664
                    
$
243,290
                  
Other noninterest-bearing liabilities
    
6,301
                      
4,193
                  
Total noninterest-bearing liabilities
    
391,965
                      
247,483
                  
Shareholders' equity
    
130,233
                      
108,859
                  
Total liabilities and shareholders' equity
  
$
1,328,246
                    
$
981,890
                  
                                                 
Net interest income
          
$
14,208
                    
$
12,313
          
Net interest spread
                    
4.40
%
                    
4.92
%
Net interest margin
                    
4.42
%
                    
5.12
%

(1)
Taxable-equivalent yield of 2.10% as of March 31, 2022, applying a 21% effective tax rate
(2)
Non-accrual loans of $9.5 million and $12.7 million as of March 31, 2022 and March 31, 2021, respectively, are included in loans.

31
For the first quarter of 2022 compared to the first quarter of 2021:

 -
Interest income on debt securities of $462,000, a result of debt securities acquired in December 2021 and purchased during the first quarter of 2022;

-
Interest income on total loans totaled $14.4 million, an increase of $1.3 million or 9.8%, due to an increase in average loans of $156.4 million, or 18.5%, and in spite of a 46 basis points or 7.4% decrease in loan yields;

-
Loan fees totaled $1.6 million, a decrease of $355,000 or 17.8%, related to nonrecurring PPP loan fee income decreasing and

-
Net interest margin for the first quarter of 2022 was 4.42% compared to 5.12% for the first quarter of 2021.

Increases and decreases in interest income and interest expense result from changes in average balances, or volume, of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume).

   
Analysis of Changes in Interest Income
and Expenses
  
   
For the Three Months Ended
March 31, 2022 vs 2021
  
   
Change due to:
        
   
Volume(1)
    
Rate(1)
    
Interest
Variance
  
(in thousands)
  
(Dollars in thousands)
  
Increase (decrease) in interest income:
                  
Short-term investments
  
$
186
    
$
(192
)
  
$
(6
)
Investment securities
    
772
      
(312
)
    
460
  
Total loans
    
9,806
      
(8,523
)
    
1,283
  
Total increase (decrease) in interest income
    
10,764
      
(9,027
)
    
1,737
  
                         
Increase (decrease) in interest expense:
                        
Deposits:
                        
Transaction accounts
    
758
      
(662
)
    
96
  
Time deposits
    
(363
)
    
109
      
(254
)
Total interest-bearing deposits
    
395
      
(553
)
    
(158
)
Total increase (decrease) in interest expense
    
395
      
(553
)
    
(158
)
                         
Increase (Decrease) in net interest income
  
$
10,369
    
$
(8,474
)
  
$
1,895
  

(1)
Variances attributable to both volume and rate are allocated on a consistent basis between rate and volume based on the absolute value of the variances in each category.

32
Weighted Average Yield of Debt Securities

 The following table summarizes the maturity distribution schedule with corresponding weighted average taxable equivalent yields of the debt securities portfolio at March 31, 2022. The following table presents securities at their expected maturities, which may differ from contractual maturities. The Company manages its debt securities portfolio for liquidity, as a tool to execute its asset/liability management strategy, and for pledging requirements for public funds:

   
As of March 31, 2022
  
               
After One Year But
    
After Five Years But
                          
 
Within One Year
    
Within Five Years
    
Within Ten Years
    
After Ten Years
    
Total
  
                                                             
 
Amount
    
Yield *
    
Amount
    
Yield *
    
Amount
    
Yield *
    
Amount
    
Yield *
    
Amount
    
Yield *
  
Available-for-sale
  
(Dollars in thousands)
  
U.S. Federal agencies
  
$
41
      
3.15
%
  
$
210
      
3.51
%
  
$
-
      
0
%
  
$
-
      
0
%
  
$
251
      
3.45
%
Mortgage-backed securities
    
1,832
      
2.88
      
10,999
      
2.03
      
10,779
      
2.49
      
32,066
      
2.57
      
55,676
      
2.46
  
State and political subdivisions
    
3,680
      
2.18
      
15,368
      
1.98
      
12,535
      
2.39
      
1,380
      
2.39
      
32,963
      
2.18
  
U.S. Treasuries
    
-
      
-
      
99,390
      
1.73
      
4,665
      
1.76
      
-
      
-
      
104,055
      
1.73
  
Corporate debt securities
    
-
      
-
      
-
      
-
      
3,911
      
4.85
      
1,500
      
6.96
      
5,411
      
5.44
  
Total
  
$
5,553
      
2.42
%
  
$
125,967
      
1.79
%
  
$
31,890
      
2.63
%
  
$
34,946
      
2.75
%
  
$
198,356
      
2.11
%
Percentage of total
    
2.80
%
            
63.50
%
            
16.08
%
            
17.62
%
            
100.00
%
        

*Yield is on a taxable-equivalent basis using 21% tax rate

Provision for Loan Losses

Credit risk is inherent in the business of making loans. We establish an Allowance for loan losses (“Allowance”) through charges to earnings, which are shown in the statements of income as the provision for loan losses. Specifically identifiable and quantifiable known losses are charged off against the Allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our Allowance and applying the shortfall or excess, if any, to the current quarter’s expense. Any shortfall between the liquidation value of the underlying collateral and the recorded investment value of the loan is considered the required specific reserve amount. See the discussion under “—Critical Accounting Policies and Estimates—Allowance for Loan and Lease Losses.” This has the effect of creating variability in the amount and frequency of charges to our earnings. The provision for loan losses and level of Allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market areas.

The Allowance as a percentage of loans was 1.00% at March 31, 2022 and December 31, 2021.

33
Noninterest Income

Noninterest income for the three months ended March 31, 2022 was $675,000 compared to $337,000 for the same period in 2021, an increase of $338,000, or 100.3%. The following table sets forth the major components of our noninterest income for the three months ended March 31, 2022 and 2021:


  
For the Three Months Ended
  
   
March 31,
  
   
2022
    
2021
    
$ Increase
(Decrease)
    
% Increase
(Decrease)
   
     
   
(Dollars in thousands)
  
Noninterest income:
                        
Secondary market income
  
$
166
    
$
14
    
$
152
      
1085.71
%
Loss on sales of available-for-sale debt securities
    
(127
)
    
-
      
(127
)
    
-100.00
%
Service charges on deposit accounts
    
249
      
120
      
129
      
107.50
%
Other income and fees
    
387
      
203
      
184
      
90.64
%
Total noninterest income
  
$
675
    
$
337
    
$
338
      
100.30
%

Secondary market income totaled $166,000 for the first quarter of 2022, compared to $14,000 for the same period in 2021, an increase of $152,000, or 1085.7%. The increase was attributable to an increase in mortgage lending activity. Other income and fees totaled $387,000 for the first quarter of 2022, an increase of $184,000 or 90.64% compared to the first quarter of 2021. The increase is due to an overall increase in other income due to the acquisition of Watonga in December 2021.

Noninterest Expense

Noninterest expense for the three months ended March 31, 2022 was $6.4 million compared to $4.5 million for the same period in 2021, an increase of $1.9 million, or 41.3%. The following table sets forth the major components of our noninterest expense for the three months ended March 31, 2022 and 2021:

   
For the Three Months Ended
  
   
March 31,
  
   
2022
    
2021
    
$ Increase
(Decrease)
    
% Increase
(Decrease)
  
   
(Dollars in thousands)
  
Noninterest expense:
                        
Salaries and employee benefits
  
$
4,026
    
$
2,790
    
$
1,236
      
44.30
%
Furniture and equipment
    
358
      
202
      
156
      
77.23
%
Occupancy
    
551
      
472
      
79
      
16.74
%
Data and item processing
    
387
      
279
      
108
      
38.71
%
Accounting, marketing, and legal fees
    
233
      
148
      
85
      
57.43
%
Regulatory assessments
    
196
      
141
      
55
      
39.01
%
Advertising and public relations
    
110
      
34
      
76
      
223.53
%
Travel, lodging and entertainment
    
48
      
89
      
(41
)
    
-46.07
%
Other expense
    
511
      
390
      
121
      
31.03
%
Total noninterest expense
  
$
6,420
    
$
4,545
    
$
1,875
      
41.25
%

Salaries and employee benefits totaled $4.0 million for the first quarter of 2022 compared to $2.8 million for the same period in 2021, an increase of $1.2 million or 44.3%.  This increase was attributable to an increase in employee base due to bank-wide organic growth and the acquisition of Watonga in December 2021.

Furniture and equipment expense totaled $358,000 for the first quarter of 2022 compared to $202,000 for the same period in 2021, an increase of $156,000 or 77.2%. The increase is largely due to depreciation expense on assets acquired from Watonga.

34
Financial Condition

The following discussion of our financial condition compares March 31, 2022 and December 31, 2021.

Total Assets

Total assets increased $70.7 million, or 5.2%, to $1.4 billion as of March 31, 2022, compared to $1.4 billion as of December 31, 2021. The increasing trend in total assets is primarily attributable to strong organic loan and deposit growth within the Oklahoma City and Dallas/Fort Worth metropolitan areas and our acquisition of Watonga in December 2021.

Loan Portfolio

The following table presents the balance and associated percentage of each major category in our loan portfolio as of March 31, 2022 and December 31, 2021:

   
As of March 31,
    
As of December 31,
  
   
2022
    
2021
  
   
Amount
    
% of Total
    
Amount
    
% of Total
  
   
(Dollars in thousands)
  
Construction & development
  
$
172,381
      
16.2
%
  
$
169,322
      
16.4
%
1-4 family real estate
    
58,184
      
5.5
%
    
62,971
      
6.1
%
Commercial real estate - other
    
334,835
      
31.5
%
    
339,655
      
33.0
%
Total commercial real estate
    
565,400
      
53.2
%
    
571,948
      
55.5
%
                                 
Commercial & industrial
    
416,676
      
39.1
%
    
361,974
      
35.1
%
Agricultural
    
62,984
      
5.9
%
    
73,010
      
7.1
%
Consumer
    
19,439
      
1.8
%
    
24,046
      
2.3
%
Gross loans
    
1,064,499
      
100.0
%
    
1,030,978
      
100.0
%
Less: unearned income, net
    
(2,678
)
            
(2,577
)
        
Total Loans, net of unearned income
    
1,061,821
              
1,028,401
          
Less: Allowance for loan losses
    
(10,599
)
            
(10,316
)
        
Net loans
  
$
1,051,222
            
$
1,018,085
          

Our loans represent the largest portion of our earning assets. The quality and diversification of the loan portfolio is an important consideration when reviewing our financial condition. As of March 31, 2022 and December 31, 2021, our gross loans were $1.1 billion and $1.0 billion, respectively.  Included in the commercial & industrial loan balances at March 31, 2022 and December 31, 2021, respectively, are $14.2 million and $18.7 million of loans that were originated under the SBA PPP program.

We have established internal concentration limits in the loan portfolio for Commercial Real Estate (CRE) loans, hospitality loans, energy loans, and construction loans, among others. All loan types are within our established limits. We use underwriting guidelines to assess each borrower’s historical cash flow to determine debt service capabilities, and we further stress test the customer’s debt service capability under higher interest rate scenarios as well as other underlying macro-economic factors. Financial and performance covenants are used in commercial lending to allow us to react to a borrower’s deteriorating financial condition, should that occur.

35
The following tables show the contractual maturities of our gross loans as of the periods below:

   
As of March 31, 2022
  
        
Due in One Year or Less
    
Due after One Year
Through Five Years
    
Due after Five Years
Through Fifteen Years
         
Due after Fifteen Years
        
               
   
Fixed
Rate
    
Adjustable
Rate
    
Fixed
Rate
    
Adjustable
Rate
    
Fixed
Rate
    
Adjustable
Rate
    
Fixed
Rate
    
Adjustable
Rate
    
Total
  
                               
   
(Dollars in thousands)
  
Construction & development
  
$
8,579
    
$
71,187
    
$
10,117
    
$
75,659
    
$
111
    
$
2,313
    
$
-
    
$
4,415
    
$
172,381
  
1-4 family real estate
    
3,367
      
8,995
      
15,182
      
16,393
      
1,150
      
6,548
      
-
      
6,549
      
58,184
  
Commercial real estate - other
    
3,333
      
62,376
      
68,431
      
161,348
      
7,433
      
18,079
      
-
      
13,835
      
334,835
  
Total commercial real estate
    
15,279
      
142,558
      
93,730
      
253,400
      
8,694
      
26,940
      
-
      
24,799
      
565,400
  
                                                                         
Commercial & industrial
    
25,108
      
154,302
      
16,466
      
187,623
      
19,781
      
12,749
      
-
      
647
      
416,676
  
Agricultural
    
354
      
14,063
      
5,376
      
34,978
      
543
      
1,353
      
-
      
6,317
      
62,984
  
Consumer
    
1,713
      
34
      
10,326
      
148
      
931
      
2,299
      
84
      
3,904
      
19,439
  
Gross loans
  
$
42,454
    
$
310,957
    
$
125,898
    
$
476,149
    
$
29,949
    
$
43,341
    
$
84
    
$
35,667
    
$
1,064,499
  

   
As of December 31, 2021
  
        
Due in One Year or Less
    
Due after One Year
Through Five Years
    
Due after Five Years
Through Fifteen Years
         
Due after Fifteen Years
        
               
   
Fixed
Rate
    
Adjustable
Rate
    
Fixed
Rate
    
Adjustable
Rate
    
Fixed
Rate
    
Adjustable
Rate
    
Fixed
Rate
    
Adjustable
Rate
    
Total
  
                               
   
(Dollars in thousands)
  
Construction & development
  
$
7,283
    
$
71,551
    
$
10,148
    
$
74,052
    
$
-
    
$
2,243
    
$
-
    
$
4,045
    
$
169,322
  
1-4 family real estate
    
3,259
      
21,322
      
11,979
      
11,674
      
926
      
7,375
      
-
      
6,436
      
62,971
  
Commercial real estate - other
    
5,156
      
97,309
      
59,227
      
143,906
      
413
      
19,230
      
-
      
14,414
      
339,655
  
Total real estate
    
15,698
      
190,182
      
81,354
      
229,632
      
1,339
      
28,848
      
-
      
24,895
      
571,948
  
                                                                         
Commercial & industrial
    
24,249
      
142,553
      
16,346
      
145,654
      
20,474
      
12,047
      
-
      
651
      
361,974
  
Agricultural
    
2,529
      
17,441
      
5,156
      
39,305
      
623
      
1,587
      
-
      
6,369
      
73,010
  
Consumer
    
4,870
      
29
      
10,825
      
172
      
1,554
      
2,458
      
84
      
4,054
      
24,046
  
Gross loans
  
$
47,346
    
$
350,205
    
$
113,681
    
$
414,763
    
$
23,990
    
$
44,940
    
$
84
    
$
35,969
    
$
1,030,978
  

Allowance for Loan and Lease Losses

The allowance is based on management’s estimate of potential losses inherent in the loan portfolio. In the opinion of management, the allowance is adequate to absorb estimated losses in the portfolio as of each balance sheet date. While management uses available information to analyze losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance. In analyzing the adequacy of the allowance, a comprehensive loan grading system to determine risk potential in loans is utilized together with the results of internal credit reviews.

To determine the adequacy of the allowance, the loan portfolio is broken into segments based on loan type. Historical loss experience factors by segment, adjusted for changes in trends and conditions, are used to determine an indicated allowance for each portfolio segment. These factors are evaluated and updated based on the composition of the specific loan segment. Other considerations include volumes and trends of delinquencies, nonaccrual loans, levels of bankruptcies, criticized and classified loan trends, expected losses on real estate secured loans, new credit products and policies, economic conditions, concentrations of credit risk and the experience and abilities of our lending personnel.

The allowance was $10.6 million at March 31, 2022, compared to $10.3 million at December 31, 2021.

36
The following table provides an analysis of the activity in our allowance for the periods indicated:

   
For the Three Months Ended March 31,
  
   
2022
    
2021
  
   
(Dollars in thousands)
  
Balance at beginning of the period
  
$
10,316
    
$
9,639
  
Provision for loan losses
    
276
      
1,275
  
Charge-offs:
                
Construction & development
    
-
      
-
  
1-4 family real estate
    
-
      
-
  
Commercial real estate - other
    
-
      
-
  
Commercial & industrial
    
-
      
-
  
Agricultural
    
-
      
-
  
Consumer
    
(2
)
    
(50
)
Total charge-offs
    
(2
)
    
(50
)
Recoveries:
                
Construction & development
    
-
      
-
  
1-4 family real estate
    
-
      
-
  
Commercial real estate - other
    
-
      
-
  
Commercial & industrial
    
-
      
-
  
Agricultural
    
-
      
-
  
Consumer
    
9
      
-
  
Total recoveries
    
9
      
-
  
Net recoveries (charge-offs)
    
7
      
(50
)
Balance at end of the period
  
$
10,599
    
$
10,864
  
Net recoveries (charge-offs) to average loans
    
0.00
%
    
0.01
%

While the entire allowance is available to absorb losses from any and all loans, the following table represents management’s allocation of the allowance by loan category, and the percentage of allowance in each category, for the periods indicated:

   
As of March 31,
    
As of December 31,
  
   
2022
    
2021
  
   
Amount
    
Percent
    
Amount
    
Percent
  
   
(Dollars in thousands)
  
Construction & development
  
$
1,717
      
16.2
%
  
$
1,695
      
16.4
%
1-4 family real estate
    
579
      
5.5
%
    
630
      
6.1
%
Commercial real estate - Other
    
3,334
      
31.5
%
    
3,399
      
33.0
%
Commercial & industrial
    
4,148
      
39.1
%
    
3,621
      
35.1
%
Agricultural
    
627
      
5.9
%
    
730
      
7.1
%
Consumer
    
194
      
1.8
%
    
241
      
2.3
%
Total
  
$
10,599
      
100.0
%
  
$
10,316
      
100.0
%

37
Nonperforming Assets

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable doubt as to collectability of the obligation. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on a nonaccrual loan is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of principal and interest is probable.

A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include loans on nonaccrual status and loans modified in a troubled debt restructuring (TDR). Income from a loan on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances, we measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. A loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on an annual basis. Between appraisal periods, the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring process, or if discussions with the borrower lead us to believe the last appraised value no longer reflects the actual market for the collateral. The impairment amount on a collateral dependent loan is charged off to the allowance if deemed not collectible and the impairment amount on a loan that is not collateral dependent is set up as a specific reserve.

In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to contractual terms, the loan is classified as a TDR. Included in certain loan categories of impaired loans are TDRs on which we have granted concessions to the borrower as a result of the borrower experiencing financial difficulties. The concessions granted by us may include, but are not limited to: (1) a modification in which the maturity date, timing of payments or frequency of payments is modified, (2) an interest rate lower than the current market rate for new loans with similar risk, or (3) a combination of the first two concessions.

If a borrower on a restructured TDR has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform under the restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of payments. 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.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned, or OREO, until sold, and is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.

38
The following table presents information regarding nonperforming assets as of the dates indicated.

   
As of
March 31,
     
As of
December 31,
  
     
   
2022
    
2021
  
   
(Dollars in thousands)
  
Nonaccrual loans
  
$
9,539
    
$
9,885
  
Troubled-debt restructurings (1)
    
-
      
-
  
Accruing loans 90 or more days past due
    
91
      
496
  
Total nonperforming loans
    
9,630
      
10,381
  
Other real estate owned
    
-
      
-
  
Total nonperforming assets
  
$
9,630
    
$
10,381
  
Ratio of nonperforming loans to total loans
    
0.91
%
    
1.01
%
Ratio of nonaccrual loans to total loans
    
0.90
%
    
0.96
%
Ratio of allowance for loan losses to total loans
    
1.00
%
    
1.00
%
Ratio of allowance for loan losses to nonaccrual loans
    
111.12
%
    
104.36
%
Ratio of nonperforming assets to total assets
    
0.68
%
    
0.77
%

(1) $1.4 million of TDRs as of March 31, 2022 and December 31, 2021 are included in the nonaccrual loans balance in the line above

39
The following tables present an aging analysis of loans as of the dates indicated.

       
As of March 31, 2022
  
 
Loans 30-
59 days past
due
    
Loans 60-
89 days past
due
    
Loans 90+
days past
due
    
Loans 90+
days past
due and
accruing
    
Total past
due loans
    
Current
    
Total loans
  
   
(Dollars in thousands)
  
Construction & development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
172,381
    
$
172,381
  
1-4 family real estate
    
26
      
-
      
-
      
-
      
26
      
58,158
      
58,184
  
Commercial real estate - other
    
-
      
167
      
-
      
-
      
167
      
334,668
      
334,835
  
Commercial & industrial
    
27
      
3
      
119
      
19
      
149
      
416,527
      
416,676
  
Agricultural
    
443
      
-
      
59
      
59
      
502
      
62,482
      
62,984
  
Consumer
    
426
      
1
      
13
      
13
      
440
      
18,999
      
19,439
  
Total
  
$
922
    
$
171
    
$
191
    
$
91
    
$
1,284
    
$
1,063,215
    
$
1,064,499
  

       
As of December 31, 2021
  
 
Loans 30-
59 days past
due
    
Loans 60-
89 days past
due
    
Loans 90+
days past
due
    
Loans 90+
days past
due and
accruing
    
Total Past
Due Loans
    
Current
    
Total loans
  
   
(Dollars in thousands)
  
Construction & development
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
169,322
    
$
169,322
  
1-4 family real estate
    
-
      
-
      
-
      
-
      
-
      
62,971
      
62,971
  
Commercial real estate - other
    
-
      
174
      
-
      
-
      
174
      
339,481
      
339,655
  
Commercial & industrial
    
-
      
19
      
501
      
401
      
520
      
361,454
      
361,974
  
Agricultural
    
-
      
-
      
77
      
77
      
77
      
72,933
      
73,010
  
Consumer
    
48
      
15
      
18
      
18
      
81
      
23,965
      
24,046
  
Total
  
$
48
    
$
208
    
$
596
    
$
496
    
$
852
    
$
1,030,126
    
$
1,030,978
  

In addition to the past due and nonaccrual criteria, we also evaluate loans according to our internal risk grading system. Loans are segregated between pass, watch, special mention, and substandard categories. The definitions of those categories are as follows:

Pass: These loans generally conform to Bank policies, are characterized by policy-conforming advance rates on collateral, and have well-defined repayment sources. In addition, these credits are extended to borrowers and guarantors with a strong balance sheet and either substantial liquidity or a reliable income history.

Watch: These loans are still considered “Pass” credits; however, various factors such as industry stress, material changes in cash flow or financial conditions, or deficiencies in loan documentation, or other risk issues determined by the lending officer, Commercial Loan Committee or Credit Quality Committee warrant a heightened sense and frequency of monitoring.

Special mention: These loans have observable weaknesses or evidence of imprudent handling or structural issues. The weaknesses require close attention, and the remediation of those weaknesses is necessary. No risk of probable loss exists. Credits in this category are expected to quickly migrate to “Watch” or “Substandard” as this is viewed as a transitory loan grade.

Substandard: These loans are not adequately protected by the sound worth and debt service capacity of the borrower, but may be well-secured. The loans have defined weaknesses relative to cash flow, collateral, financial condition or other factors that might jeopardize repayment of all of the principal and interest on a timely basis. There is the possibility that a future loss will occur if weaknesses are not remediated.

40
Outstanding loan balances categorized by internal risk grades as of the periods indicated are summarized as follows:

   
As of March 31, 2022
  
   
Pass
    
Watch
    
Special mention
    
Substandard
    
Total
  
   
(Dollars in thousands)
  
Construction & development
  
$
172,381
    
$
-
    
$
-
    
$
-
    
$
172,381
  
1-4 family real estate
    
58,184
      
-
      
-
      
-
      
58,184
  
Commercial real estate - Other
    
288,783
      
15,000
      
17,009
      
14,043
      
334,835
  
Commercial & industrial
    
402,072
      
116
      
386
      
14,102
      
416,676
  
Agricultural
    
62,513
      
327
      
144
      
-
      
62,984
  
Consumer
    
19,397
      
18
      
-
      
24
      
19,439
  
Total
  
$
1,003,330
    
$
15,461
    
$
17,539
    
$
28,169
    
$
1,064,499
  





   
As of December 31, 2021
  
   
Pass
    
Watch
    
Special mention
    
Substandard
    
Total
  
   
(Dollars in thousands)
  
Construction & development
  
$
169,322
    
$
-
    
$
-
    
$
-
    
$
169,322
  
1-4 family real estate
    
62,971
      
-
      
-
      
-
      
62,971
  
Commercial real estate - Other
    
282,268
      
14,976
      
27,112
      
15,299
      
339,655
  
Commercial & industrial
    
341,661
      
4,658
      
6,300
      
9,355
      
361,974
  
Agricultural
    
72,295
      
255
      
460
      
-
      
73,010
  
Consumer
    
24,000
      
-
      
-
      
46
      
24,046
  
Total
  
$
952,517
    
$
19,889
    
$
33,872
    
$
24,700
    
$
1,030,978
  

41
Troubled Debt Restructurings

TDRs are defined as those loans in which a bank, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with original contractual terms of the loan. Loans with insignificant delays or insignificant short-falls in the amount of payments expected to be collected are not considered to be impaired. Loans defined as individually impaired, based on applicable accounting guidance, include larger balance nonperforming loans and TDRs.

The following table presents loans restructured as TDRs as of March 31, 2022 and December 31, 2021:

   
As of March 31, 2022
  
   
Number of
Contracts
    
Pre-Modification Outstanding Recorded Investment
    
Post-
Modification Outstanding Recorded Investment
    
Specific Reserves Allocated
  
   
(Dollars in thousands)
  
Commercial real estate
    
1
    
$
1,351
    
$
1,351
      
-
  
Total
    
1
    
$
1,351
    
$
1,351
    
$
-
  

   
As of December 31, 2021
  
   
Number of
Contracts
    
Pre-Modification Outstanding Recorded Investment
    
Post-
Modification Outstanding Recorded Investment
    
Specific Reserves Allocated
  
   
(Dollars in thousands)
  
Commercial real estate
    
1
    
$
1,402
    
$
1,402
      
-
  
Total
    
1
    
$
1,402
    
$
1,402
    
$
-
  

There were no payment defaults with respect to loans modified as TDRs as of March 31, 2022 and December 31, 2021. Impairment analyses are prepared on TDRs in conjunction with the normal allowance process. There were no TDRs restructured during the three months ended March 31, 2022 and TDR’s restructured during the twelve months ended December 31, 2021 required no specific reserves.

The following table presents total TDRs, both in accrual and nonaccrual status as of the periods indicated:

   
As of March 31, 2022
  
As of December 31, 2021
   
Number of
contracts
  
Amount
  
Number of contracts
  
Amount
       
   
(Dollars in thousands)
Accrual
  
               -
  
 $              -
  
               -
  
 $              -
Nonaccrual
  
1
  
         1,351
  
1
  
         1,402
Total
  
1
  
 $      1,351
  
1
  
 $      1,402

42
Deposits

We gather deposits primarily through our nine branch locations and online through our website. We offer a variety of deposit products including demand deposit accounts and interest-bearing products, such as savings accounts and certificates of deposit. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production cross-selling, customer referrals, marketing efforts and various involvement with community networks. Some of our interest-bearing deposits are obtained through brokered transactions. We participate in the CDARS and ICS programs, where customer funds are placed into multiple deposit accounts, each in an amount under the standard FDIC insurance maximum of $250,000, and placed at a network of banks across the United States.

Total deposits as of March 31, 2022 and December 31, 2021 were $1.3 billion and $1.2 billion, respectively. 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.

   
March 31,
    
December 31,
  
   
2022
    
2021
  
   
Amount
    
Percentage of
Total
    
Amount
    
Percentage of
Total
  
 
   
(Dollars in thousands)
  
Demand deposits
  
$
420,972
      
32.8
%
  
$
366,705
      
30.1
%
Interest-bearing transaction deposits
    
606,246
      
47.2
%
    
583,389
      
47.9
%
Savings deposits
    
97,520
      
7.6
%
    
89,778
      
7.4
%
Time deposits ($250,000 or less)
    
115,483
      
9.0
%
    
132,690
      
10.9
%
Time deposits (more than $250,000)
    
43,058
      
3.4
%
    
44,909
      
3.7
%
Total interest-bearing deposits
    
862,307
      
67.2
%
    
850,766
      
69.9
%
Total deposits
  
$
1,283,279
      
100.0
%
  
$
1,217,471
      
100.0
%

The following table summarizes our average deposit balances and weighted average rates for the three-month period ending March 31, 2022 and year ended December 31, 2021:

   
For the Three Months Ended
March 31,
    
For the Year Ended December
31,
  
   
2022
    
2021
  
   
Average
Balance
    
Weighted A
verage Rate
    
Average
Balance
    
Weighted Average Rate
  
 
   
(Dollars in thousands)
  
Demand deposits
  
$
385,664
      
0.00
%
  
$
288,446
      
0.00
%
Interest-bearing transaction deposits
    
543,611
      
0.30
%
    
375,048
      
0.34
%
Savings deposits
    
92,835
      
0.21
%
    
55,220
      
0.23
%
Time deposits
    
169,602
      
0.62
%
    
205,437
      
0.81
%
Total interest-bearing deposits
    
806,048
      
0.36
%
    
635,705
      
0.48
%
Total deposits
  
$
1,191,712
      
0.24
%
  
$
924,151
      
0.33
%

43
The following tables set forth the maturity of time deposits as of the dates indicated below:

   
As of March 31, 2022 Maturity Within:
  
   
Three Months
    
Three to Six
Months
    
Six to 12
Months
    
After 12
Months
    
Total
  
 
   
(Dollars in thousands)
  
Time deposits ($250,000 or less)
  
$
37,375
    
$
19,006
    
$
29,628
    
$
29,474
    
$
115,483
  
Time deposits (more than $250,000)
    
5,584
      
6,663
      
24,617
      
6,194
      
43,058
  
Total time deposits
  
$
42,959
    
$
25,669
    
$
54,245
    
$
35,668
    
$
158,541
  

   
As of December 31, 2021 Maturity Within:
  
   
Three Months
    
Three to Six
Months
    
Six to 12
Months
    
After 12
Months
    
Total
  
 
   
(Dollars in thousands)
  
Time deposits ($250,000 or less)
  
$
32,680
    
$
37,016
    
$
31,197
    
$
31,797
    
$
132,690
  
Time deposits (more than $250,000)
    
18,234
      
5,932
      
10,729
      
10,014
      
44,909
  
Total time deposits
  
$
50,914
    
$
42,948
    
$
41,926
    
$
41,811
    
$
177,599
  

Liquidity

Liquidity refers to our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.

Our liquidity position is supported by the management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks and fed funds sold. Other available sources of liquidity include wholesale deposits and borrowings from correspondent banks and FHLB advances.

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 portfolios, and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

As of March 31, 2022, we had no unsecured fed funds lines with correspondent depository institutions with no amounts advanced. In addition, based on the values of loans pledged as collateral, we had borrowing availability with the FHLB of $86.2 million as of March 31, 2022 and $78.1 million as of December 31, 2021.

Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory and possible 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” (described below), We must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of Common Equity Tier 1 (“CET1”) capital, Tier 1 capital, total capital to risk-weighted assets, and Tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

44
As of March 31, 2022, the Bank was in compliance with all applicable regulatory requirements and categorized as “well-capitalized” under the prompt corrective action frame work.  There have been no conditions or events since March 31, 2022 that management believes would change this classification. The table below presents our applicable capital requirements, as well as our capital ratios as of March 31, 2022 and December 31, 2021. The Company exceeded all regulatory capital requirements and the Bank was considered to be “well-capitalized” as of the dates reflected in the tables below.

Basel III Capital Rules

Under the Basel III Capital Rules, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. As of March 31, 2022, the Company and the Bank met all capital adequacy requirements under the Basel III Capital Rules.
 
   
Actual
    
With Capital
Conservation Buffer
    
Minimum to be "Well-
Capitalized" Under
Prompt Corrective Action
  
   
Amount
    
Ratio
    
Amount
    
Ratio
    
Amount
    
Ratio
  
   
(Dollars in thousands)
  
As of March 31, 2022
                                    
Total capital (to risk-weighted assets)
                                    
Company
  
$
133,374
      
12.54
%
  
$
111,708
      
10.50
%
    
N/A
      
N/A
  
Bank
    
133,488
      
12.56
%
    
111,602
      
10.50
%
  
$
106,288
      
10.00
%
Tier 1 capital (to risk-weighted assets)
                                                
Company
    
122,776
      
11.54
%
    
90,431
      
8.50
%
    
N/A
      
N/A
  
Bank
    
122,889
      
11.56
%
    
90,345
      
8.50
%
    
85,030
      
8.00
%
CET 1 capital (to risk-weighted assets)
                                                
Company
    
122,776
      
11.54
%
    
74,472
      
7.00
%
    
N/A
      
N/A
  
Bank
    
122,889
      
11.56
%
    
74,401
      
7.00
%
    
69,087
      
6.50
%
Tier 1 capital (to average assets)
                                                
Company
    
122,776
      
9.27
%
    
N/A
      
N/A
      
N/A
      
N/A
  
Bank
    
122,889
      
9.28
%
    
N/A
      
N/A
      
66,176
      
5.00
%

   
Actual
    
With Capital
Conservation Buffer
    
Minimum to be "Well-
Capitalized" Under
Prompt Corrective Action
  
   
Amount
    
Ratio
    
Amount
    
Ratio
    
Amount
    
Ratio
  
   
(Dollars in thousands)
  
As of December 31, 2021
                                    
Total capital (to risk-weighted assets)
                                    
Company
  
$
127,946
      
12.54
%
  
$
107,126
      
10.50
%
    
N/A
      
N/A
  
Bank
    
127,844
      
12.54
%
    
107,020
      
10.50
%
  
$
101,924
      
10.00
%
Tier 1 capital (to risk-weighted assets)
                                                
Company
    
117,631
      
11.53
%
    
86,721
      
8.50
%
    
N/A
      
N/A
  
Bank
    
117,528
      
11.53
%
    
86,635
      
8.50
%
    
81,539
      
8.00
%
CET 1 capital (to risk-weighted assets)
                                                
Company
    
117,631
      
11.53
%
    
71,417
      
7.00
%
    
N/A
      
N/A
  
Bank
    
117,528
      
11.53
%
    
71,347
      
7.00
%
    
66,250
      
6.50
%
Tier 1 capital (to average assets)
                                                
Company
    
117,631
      
10.56
%
    
N/A
      
N/A
      
N/A
      
N/A
  
Bank
    
117,528
      
10.55
%
    
N/A
      
N/A
      
55,714
      
5.00
%

Shareholders’ equity provides a source of permanent funding, allows for future growth and provides a cushion to withstand unforeseen adverse developments. Total shareholders’ equity increased to $128.6 million as of March 31, 2022, compared to $127.4 million as of December 31, 2021.

45
Contractual Obligations

The following tables contain supplemental information regarding our total contractual obligations as of March 31, 2022, and December 31, 2021:

   
Payments Due as of March 31, 2022
  
   
Within One
Year
    
One to Three
Years
    
Three to Five
Years
    
After Five
Years
    
Total
  
 
   
(Dollars in thousands)
  
Deposits without a stated maturity
  
$
1,124,738
    
$
-
    
$
-
    
$
-
    
$
1,124,738
  
Time deposits
    
122,872
      
33,723
      
1,946
      
-
      
158,541
  
Operating lease commitments
    
606
      
689
      
181
      
-
      
1,476
  
Total contractual obligations
  
$
1,248,216
    
$
34,412
    
$
2,127
    
$
-
    
$
1,284,755
  

   
Payments Due as of December 31, 2021
  
   
Within One
Year
    
One to Three
Years
    
Three to Five
Years
    
After Five
Years
    
Total
  
 
   
(Dollars in thousands)
  
Deposits without a stated maturity
  
$
1,039,872
    
$
-
    
$
-
    
$
-
    
$
1,039,872
  
Time deposits
    
135,788
      
39,904
      
1,907
      
-
      
177,599
  
Operating lease commitments
    
611
      
782
      
241
      
-
      
1,634
  
Total contractual obligations
  
$
1,176,271
    
$
40,686
    
$
2,148
    
$
-
    
$
1,219,105
  

We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through profitability, loan repayment and maturity activity and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs.

46
Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contractual or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.

Commitments to extend credit 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 many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if we deemed necessary upon extension of credit, is based on management’s credit evaluation of the counterparty. The Company also estimates a reserve for potential losses associated with off-balance sheet commitments and letters of credit. It is included in other liabilities in the Company’s consolidated statements of condition, with any related provisions to the reserve included in non-interest expense in the consolidated statement of income.

In determining the reserve for unfunded lending commitments, a process similar to the one used for the allowance is employed. Based on historical experience, loss factors, adjusted for expected funding, are applied to the Company’s off-balance sheet commitments and letters of credit to estimate the potential for losses.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of the customer to a third party. They are intended to be disbursed, subject to certain conditions, upon request of the borrower.

The following table summarizes commitments as of the dates presented.

   
March 31,
    
December 31,
  
   
2022
    
2021
  
   
(Dollars in thousands)
  
Commitments to extend credit
  
$
215,268
    
$
200,393
  
Standby letters of credit
    
4,243
      
5,809
  
Total
  
$
219,511
    
$
206,202
  

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statement. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.

The JOBS Act permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have elected to take advantage of this extended transition period, which means that the financial statements included in this Form 10-Q, as well as any financial statements that we file in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments. Additional information about these policies can be found in Note 1 of our unaudited condensed consolidated financial statements as of March 31, 2022.
 
47
Allowance for Loan and Lease Losses
 
The allowance is based on management’s estimate of probable losses inherent in the loan portfolio. In the opinion of management, the allowance is adequate to absorb estimated losses in the portfolio as of each balance sheet date. While management uses available information to analyze losses on loans, future additions to the allowance may be necessary based on changes in economic conditions and changes in the composition of the loan portfolio. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance. In analyzing the adequacy of the allowance, a comprehensive loan grading system to determine risk potential in loans is utilized together with the results of internal credit reviews.
 
To determine the adequacy of the allowance, the loan portfolio is broken into segments based on loan type and risk characteristics. Historical loss experience factors by segment, adjusted for changes in trends and conditions, are used to determine an indicated allowance for each portfolio segment. These factors are evaluated and updated based on the composition of the specific loan segment. Other considerations include volumes and trends of delinquencies, nonaccrual loans, levels of bankruptcies, criticized and classified loan trends, expected losses on real estate secured loans, new credit products and policies, economic conditions, concentrations of credit risk and the experience and abilities of our lending personnel. In addition to the segment evaluations, impaired loans with a balance of $250,000 or more are individually evaluated based on facts and circumstances of the loan to determine if a specific allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the $250,000 threshold when it is determined that the risk associated with the loan differs significantly from the risk factor amounts established for its loan segment.
 
Goodwill and Intangibles
 
Intangible assets totaled $1.6 million and goodwill, net of accumulated amortization, totaled $8.8 million for the three months ended March 31, 2022, compared to intangible assets of $1.6 million and goodwill of $8.5 million for the year ended December 31, 2021.
 
Goodwill resulting from a business combination represents the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is tested annually for impairment or more frequently if other impairment indicators are present.  If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value.  Subsequent increases in goodwill value are not recognized in the accompanying consolidated financial statements.
 
Other intangible assets consist of core deposit intangible assets and are amortized on a straight-line basis based on an estimated useful life of 10 years.  Such assets are periodically evaluated as to the recoverability of their carrying values.
 
Income Taxes
 
We file a consolidated income tax return. Deferred taxes are recognized under the balance sheet method based upon the future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using the tax rates expected to apply to taxable income in the periods when the related temporary differences are expected to be realized.
 
The amount of accrued current and deferred income taxes is based on estimates of taxes due or receivable from taxing authorities either currently or in the future. Changes in these accruals are reported as tax expense, and involve estimates of the various components included in determining taxable income, tax credits, other taxes and temporary differences. Changes periodically occur in the estimates due to changes in tax rates, tax laws and regulations and implementation of new tax planning strategies. The process of determining the accruals for income taxes necessarily involves the exercise of considerable judgment and consideration of numerous subjective factors.
 
Management performs an analysis of our tax positions annually and believes it is more likely than not that all of its tax positions will be utilized in future years.

48
ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

There have been no significant changes in our disclosures regarding market risk since December 31, 2021, the date of our most recent annual report to shareholders.

ITEM 4.

Controls and Procedures
 
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness as of March 31, 2022 of our disclosure controls and procedures, as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Form 10-Q.

Changes in Internal Control over Financial Reporting

There was 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) that occurred during the three months ended March 31, 2022 that has materially affected, or is reasonably likely to materially affect, such controls.

PART II

ITEM 1.

Legal Proceedings

From time to time, we are a party to legal actions that are routine and incidental to our business. Given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to our business, including laws and regulations governing consumer protections, fair lending, fair labor, privacy, information security and anti-money laundering and anti-terrorism laws, we, like all banking organizations, are subject to heightened legal and regulatory compliance and litigation risk. However, based upon available information and in consultation with legal counsel, management is of the opinion that no proceedings exist, either individually or in the aggregate, which, if determined adversely, would have a material adverse effect on our financial statements.

ITEM 1A.

Risk Factors

There were no material changes from the risks disclosed in the Risk Factors section of our Annual Report on Form 10-K for the year ended December, 31, 2021.

49
ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On September 5, 2019, the Company’s Board of Directors approved a stock repurchase plan authorizing the repurchase of up to 500,000 shares of the Company’s common stock. On March 13, 2020, the Company’s Board of Directors approved a 500,000 share expansion and on November 2, 2020, approved a 750,000 share expansion to the existing stock repurchase plan, for a total of 1,750,000 shares authorized under the plan. The September 2019 repurchase plan expired on September 5, 2021. On October 28, 2021, the Company’s Board of Directors approved a new repurchase plan that authorizes up to 750,000 shares of the Company’s common stock. Stock repurchases under the new repurchase plan will take place pursuant to a Rule 10b5-1 Plan with pricing and purchasing parameters established by management.  The Company may repurchase shares of common stock on the open market or through privately negotiated transactions at times and prices considered appropriate, at the discretion of the Company, and subject to its assessment of alternative uses of capital, stock trading price, general market conditions and regulatory factors. The stock repurchase plans do not obligate the Company to acquire any specific number of shares and will continue in effect until terminated by the Board of Directors of the Company. Shares of common stock repurchased under these plans will be retired subsequent to acquisition. During the three months ended March 31, 2022, there were no shares purchased under the Company’s repurchase plan.

50
ITEM 6.

Exhibits

Employment Agreement dated March 30, 2022 between the Company and Thomas L. Travis (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 5, 2022)
   
Employment Agreement dated March 30, 2022 between the Company and John T. Phillips (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on April 5, 2022)
 
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101.INS
 XBRL Instance Document.
   
101.SCH
XBRL Taxonomy Extension Schema Document.
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
   
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE
 XBRL Taxonomy Extension Presentation Linkbase Document.

* This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

SIGNATURES

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

 
BANK7 CORP.
  
     
DATED:
May 13, 2022
By: /s/ Thomas L. Travis
  
   
Thomas L. Travis
  
   
President and Chief Executive Officer
  
       
 DATED:
 May 13, 2022
By: /s/ Kelly J. Harris
  
   
Kelly J. Harris
  
   
Executive Vice President and Chief Financial
Officer
  


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