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February 26, 2019
Aisha Reynolds
General Counsel & Corporate Secretary
CrossFirst Bankshares, Inc.
11440 Tomahawk Creek Parkway
Leawood, Kansas 66211
Re: CrossFirst Bankshares, Inc.
Draft Registration Statement on Form S-1
Submitted January 18, 2019
CIK No. 0001458412
Dear Ms. Reynolds:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1 Submitted on January 18, 2019
Selected Historical Consolidated Financial and Operating Information
Selected Ratios, page 14
1. Please revise the ratio of Non-GAAP core operating return on average
common equity as
of and for the year ended December 31, 2017 here and on page 18 under
the title GAAP
Reconciliation And Management Explanation Of Non-GAAP Financial Measures
to be
3.11%, or advise why the current presentation is correct.
Aisha Reynolds
FirstName Bankshares, Inc. Reynolds
CrossFirst LastNameAisha
Comapany NameCrossFirst Bankshares, Inc.
February 26, 2019
February 26, 2019 Page 2
Page 2
FirstName LastName
Risk Factors
Fraudulent activity could damage our reputation, disrupt our businesses,
increase our costs and
cause losses, page 33
2. Please revise to clarify whether you have experienced any material
business or
reputational harm as a result of fraudulent activities in the past. If
so, and if material,
please also quantify the amount by which such past fraudulent
activities have increased
your costs.
We face a risk of noncompliance and enforcement action with respect to the Bank
Secrecy Act...,
page 38
3. Please revise to clarify whether you have been subject to fines or
other penalties, or have
suffered business or reputational harm, as a result of money
laundering activities in the
past.
Use of Proceeds, page 48
4. We note your disclosure of intended uses for proceeds is limited to
"general corporate
purposes, including maintenance of required regulatory capital and to
support our future
growth." Please revise to provide more meaningful and specific
disclosure of the intended
use of proceeds, as well as the approximate amounts intended to be
used for each such
purpose, to the extent known. In this regard, consider disclosing the
amount of proceeds
that you plan to use for the identified purposes as well as any
additional plans for growth
or changes to lending practices. In this regard, we note you describe
your growth
strategies on pages 2-4 without indicating the extent to which they
will be funded with
offering proceeds. This section does not require disclosure of
definitive plans and it is
acceptable to provide a quantitative discussion of preliminary plans.
You may also reserve
the right to change the use of proceeds as indicated in instruction 7
to Regulation S-K
Item 504. Also please note: (1) where you have no current specific
plan for a significant
portion of the proceeds, Item 504 requires that your disclosure
discuss the principal
reasons for the offering, and (2) Instruction 6 to Item 504 requires
additional disclosure
regarding proceeds that may be used to finance acquisitions of other
businesses. Refer to
Item 504 of Regulation S-K and Instruction 7 to Item 504.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Discussion and Analysis of Financial Condition
Nonperforming Assets, page 71
5. As of the most recent reported period, please expand the disclosure to
provide the
information regarding interest income pursuant to instruction 2 of
Item III.C.1. of Guide
III.
Aisha Reynolds
CrossFirst Bankshares, Inc.
February 26, 2019
Page 3
Management
Board of Directors, page 124
6. Please revise your director biographies for Messrs. Brenneman, Jones
and Stogner to
clearly identify the time periods associated with their business
experience over the past
five years. Refer to Item 401(e) of Regulation S-K for guidance.
Index to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 2: Securities , page F-17
7. Please expand the note to disclose the number of investment positions
that are in an
unrealized loss position pursuant to ASC 320-10-50-6 (b) 3.
Note 14: Equity Based Compensation, page F-31
8. Please expand the note to disclose the weighted-average period over
which compensation
cost related to nonvested awards not yet recognized are expected to be
recognized
pursuant to ASC 718-10-50-2 (i). In addition, please tell us why there
is no deferred
compensation expense recorded in the equity section for the unvested
awards under the
compensation plans.
Note 22: Stock Offering, page F-42
9. We note the disclosure of private placements and employee plans that
allow certain
individuals to purchase common shares. Please provide a reconciliation
of the related
shares issued and proceeds recorded/collected (excluding expenses) to
the consolidated
statement of stockholders' equity on page F-6 for the year ended
December 31, 2017.
You may contact Christina Harley at 202-551-3695 or John Nolan at
202-551-3492 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or Pam Long at 202-551-3765 with any
other
questions.
FirstName LastNameAisha Reynolds Sincerely,
Comapany NameCrossFirst Bankshares, Inc.
Division of
Corporation Finance
February 26, 2019 Page 3 Office of
Financial Services
FirstName LastName