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cfb10k2021
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended
December 31, 2021
 
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
001-39028
 
CROSSFIRST BANKSHARES, INC.
 
(Exact Name of Registrant as Specified in its Charter)
Kansas
26-3212879
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
KS
66211
(Address of principal executive offices)
(Zip Code)
(
913
)
312-6822
 
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since
 
last report)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CFB
The
Nasdaq
 
Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned
 
issuer, as defined in Rule 405 of the Securities Act.
 
Yes
 
☐
 
No
 
☒
Indicate by check mark if the registrant is not required to file reports pursuant
 
to Section 13 or Section 15(d) of the Act. Yes
☐
 
No
 
☒
 
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 (Section 232.405 of this chapter) during the preceding 12 months (or
 
for such shorter period that the registrant was
required to submit such files).
 
Yes
 
☒
 
No
 
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
 
filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
 
“large 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 has filed a report on and
 
attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes
 
-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
☐
Indicate by check mark whether the registrant is a shell company (as defined
 
in Rule 12b-2 of the Exchange Act). Yes
☐
 
No
☒
The aggregate market value of voting stock held by nonaffiliates of the Registrant was $
643,860,140
 
(based on the June 30, 2021, closing price
of CrossFirst Bankshares, Inc. Common Shares of $13.75 as reported
 
on the NASDAQ Global Select Market).
As of February 25, 2022, the registrant had
50,209,009
 
shares of common stock, par value $0.01, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III of this Annual Report on Form 10-K incorporates by reference certain
information from the registrant’s definitive proxy statement with respect to its 202
 
2
 
annual meeting of stockholders, which will be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal
 
year to which this Annual Report on Form 10-K relates.
 
2
CAUTIONARY NOTE
 
ABOUT FORWARD-LOOKING
 
STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements reflect our current
 
views
with respect to, among other things, future events and our financial performance. These statements
 
are often, but not always, made through
the use of words or phrases such as “may,” “might,” “should,” “could,”
 
“predict,” “potential,” “believe,” “expect,” “continue,” “will,”
“anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,”
 
“goal,” “target,” “aim,” “would,” “annualized” and “outlook,” or the
negative version of those words or other comparable words or phrases of a future
 
or forward-looking nature. These forward-looking
statements are not historical facts, and are based on current expectations,
 
estimates and projections about our industry, management’s beliefs
and certain assumptions made by management, many of which, by
 
their nature, are inherently uncertain and beyond our control. Accordingly,
we caution that any such forward-looking statements are not guarantees
 
of future performance and are subject to risks, assumptions,
estimates, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these
 
forward-looking
statements are reasonable as of the date made, actual results may prove to be materially
 
different from the results expressed or implied by the
forward-looking statements.
There are or will be important factors that could cause our actual results to differ
 
materially from those indicated in these forward-
looking statements, including, but not limited to, the following:
• risks associated with the current outbreak of the novel coronavirus, or COVID-19;
• our ability to effectively execute our expansion strategy and manage our
 
growth, including identifying and consummating suitable
mergers and acquisitions and integrating merged and acquired companies;
• business and economic conditions, particularly those affecting our market
 
areas in Kansas, Missouri, Oklahoma, Texas and
Arizona, including a decrease in or the volatility of oil and gas prices or agricultural
 
commodity prices within the region;
• the geographic concentration of our markets in Kansas, Missouri, Oklahoma, Texas and Arizona;
• concentrations of loans secured by real estate and energy located in our
 
market areas;
• risks associated with our commercial loan portfolio, including the risk for
 
deterioration in value of the general business assets that
secure such loans;
• borrower and depositor concentration risks;
• our ability to maintain our reputation;
• our ability to successfully manage our credit risk and the sufficiency of our allowance;
• reinvestment risks associated with a significant portion of our loan portfolio
 
maturing in one year or less;
• our ability to attract, hire and retain qualified management personnel;
• our dependence on our management team, including our ability to retain executive
 
officers and key employees and their customer
and community relationships;
• changes in the anticipated rate hikes by the Federal Open Market Committee;
• fluctuations in interest rates and the fair value of our investment securities, which
 
could have an adverse effect on our profitability;
• competition from banks, credit unions and other financial services providers;
• our ability to maintain sufficient liquidity and capital;
• system failures, service denials, cyber-attacks and security breaches;
• our ability to maintain effective internal control over financial reporting;
• employee error, fraudulent activity by employees or customers and inaccurate or incomplete
 
information about our customers and
counterparties;
• increased capital requirements imposed by banking regulators, which
 
may require us to raise capital at a time when capital is not
available on favorable terms or at all;
• costs and effects of litigation, investigations or similar matters to which we may be
 
subject, including any effect on our reputation;
• severe weather, acts of god, acts of war or terrorism;
• compliance with governmental and regulatory requirements, including
 
the Dodd-Frank and Wall Street Consumer Protection Act
(“Dodd-Frank Act”) and other regulations relating to banking, consumer protection, securities and tax matters;
• changes in the laws, rules, regulations, interpretations or policies relating to financial
 
institutions, accounting, tax, trade, monetary
and fiscal matters, including the policies of the Federal Reserve and as a result of initiatives of
 
the current administration;
 
3
• risks associated with our common stock; and
• those factors set forth below under the heading "Part I, Item 1A. Risk Factors," in this Annual Report on Form 10-K
 
The foregoing factors should not be construed as exhaustive and should be read
 
together with the other cautionary statements included
in this report. Because of these risks and other uncertainties, our actual future
 
results, performance or achievements, or industry results, may
be materially different from the results indicated by the forward-looking
 
statements in this report. In addition, our past results of operations
are not necessarily indicative of our future results. Accordingly, no forward-looking statements should be relied
 
upon, which represent our
beliefs, assumptions and estimates only as of the dates on which such forward-looking
 
statements were made. Any forward-looking
statement speaks only as of the date on which it is made, and we do not undertake
 
any obligation to update or review any forward-looking
statement, whether as a result of new information, future developments
 
or otherwise, except as required by law.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
CrossFirst Bankshares, Inc.
2021 Form 10-K Annual Report
Table of Contents
Part
Item
Number
Section
Page
Number
I
1
5
1A
16
1B
28
2
29
3
29
4
29
29
II
5
30
6
[Reserved]
7
32
7A
67
8
68
69
Consolidated Financial Statements and Related Notes
70
71
72
73
74
76
9
127
9A
127
9B
127
9C
 
III
10
127
11
128
12
128
13
129
14
129
IV
15
129
(a) (1) Financial Statements - See listing in Item 8 above
(a) (2) Financial Statement Schedules - None required
(a) (3) Exhibits
16
131
132
 
 
 
5
Part I
ITEM 1.
 
BUSINESS
Our Company
CrossFirst Bankshares, Inc., a Kansas corporation and registered bank
 
holding company (the “Company”), is the holding company for
CrossFirst Bank (the “Bank”). The Company was initially formed as a limited liability
 
company, CrossFirst Holdings, LLC, on September 1,
2008,
 
to become the holding company for the Bank and converted to a corporation in 2017. The Bank was established
 
as a Kansas state-
chartered bank in 2007 and provides a full suite of financial services to businesses, business
 
owners, professionals, and their personal
networks through our eight offices located in Kansas, Missouri, Oklahoma, Texas
 
,
 
and Arizona.
Unless we state otherwise or the context otherwise requires, references
 
in the below section to “we,” “our,” “us,” “ourselves,” “our
company,” and the “Company” refer to CrossFirst Bankshares, Inc.,
 
a Kansas corporation, its predecessors and its consolidated subsidiaries.
References to “CrossFirst Bank” and the “Bank” refer to CrossFirst Bank, a Kansas chartered
 
bank and our wholly owned consolidated
subsidiary.
Since opening our first branch in 2007, we have grown organically primarily by
 
establishing eight branches, attracting new clients and
expanding our relationships with existing clients, as well as through two
 
strategic acquisitions.
 
Since inception, our strategy has been to
build the most trusted bank serving our markets, which we believe has driven
 
value for our shareholders.
 
We are committed to a culture of
serving our clients and communities in extraordinary ways by providing
 
personalized, relationship-based banking. We believe that success is
achieved through establishing and growing the trust of our clients, employees,
 
shareholders,
 
and communities. We remain focused on growth
and are equally focused on building stockholder value through greater
 
efficiency and increased profitability. We intend to execute our
strategic plan through the following:
•
 
Continue organic growth;
•
 
Selectively pursue opportunities to expand through acquisitions or
 
new market development;
•
 
Improve financial performance;
•
 
Attract, retain and develop talent;
•
 
Maintain a branch-lite business model with strategically placed locations; and
•
 
Leverage technology to enhance the client experience and improve profitability.
Developments during the Fiscal Year ended December
 
31, 2021
As a result of the COVID-19 pandemic, the Paycheck Protection Program (“PPP”)
 
was established by the Coronavirus Aid, Relief,
and Economic Security (“CARES”) Act and authorized forgivable loans to small businesses. The Consolidated Appropriations Act of 2021
allocated an additional $284 billion in PPP funding that started in January of 2021. The Company provided an additional $134
 
million in PPP
funding during 2021. These PPP loans earn interest at 1%, include fees between 1% and 5%, and typically mature
 
in five years. Additional
information related to the COVID-19 pandemic impact can be found
 
in the “COVID-19 Pandemic Impact” section within Management’s
Discussion and Analysis.
 
The Company implemented its business continuity procedures in March
 
2020 that included having employees work from home or on
a rotation basis and meet with customers by appointment only. In April of 2021, substantially all employees returned
 
to on-premises work
and the bank lobbies were re-opened to the public.
In January of 2021, the Company hired Jana Merfen to lead our enterprise
 
technology strategies and services for the Bank. During the
year ended December 31, 2021, the Company continued to strengthen
 
its technology strategy to enhance the digital experience for clients.
 
In April of 2021, the Company became a limited partner in a $150 million venture capital investment fund designed
 
to help accelerate
technology adoption at community banks. The Company committed to a total investment
 
of $3 million. The investment fund will help
community banks find solutions that make them more competitive and
 
cost-efficient by identifying and investing in companies that solve
problems the community banks face.
 
 
 
6
During the second quarter of 2021, Benjamin R. Clouse was named
 
as the Company’s Chief Financial Officer effective, July 12, 2021,
to succeed David O’Toole.
 
In June of 2021, the Company announced that it was expanding its footprint
 
with the opening of a branch in Phoenix, Arizona.
 
The Company completed its $20 million share repurchase program
 
in June of 2021. A total of 1,573,806 common shares were
repurchased at an average per share price of $12.68.
In July of 2021, Jay Shadwick notified the Company of his decision to retire from
 
the Company’s Board of Directors.
In October of 2021, the Company announced a new share repurchase
 
program under which we may repurchase up to $30 million of
Company common stock. As of December 31, 2021, the Company had repurchased 566,164 common
 
shares at an average per share price of
$14.75.
In December of 2021, the Company executed a contract to partner with
 
Q2 to begin the implementation phase of providing a unified
digital platform for clients across all channels. The Q2 platform provides a responsive
 
design with features and functionality parity between
online and mobile banking and gives the Company the ability to enhance
 
our digital client experience with additional revenue generating
opportunities.
 
The Company is also in the process of transitioning our credit card services
 
program in house, which will eliminate our utilization of a
third-party service provider. We anticipate the transition to be completed in 2022.
Products and Services
The Bank operates as a regional bank providing a broad offering of deposit and
 
lending products to commercial and consumer clients.
The Bank’s branches are in: (i) Leawood, Kansas; (ii) Wichita, Kansas; (iii) Kansas City, Missouri;
 
(iv) Oklahoma City, Oklahoma; (v) Tulsa,
Oklahoma; (vi) Dallas, Texas; (vii) Frisco, Texas,
 
and (viii) Phoenix, Arizona. We focus mainly on delivering products and services to small
and middle market commercial businesses and affluent consumers.
 
We believe that this is a client segment that is underserved by larger bank
competitors.
We offer cash and treasury management solutions to our clients to help build and
 
maintain our commercial relationships. We focus on
the following loan categories: (i) commercial loans, including enterprise value
 
lending; (ii) commercial real estate loans; (iii) construction
and development loans, including home builder lending; (iv) 1-4
 
family real estate loans; (v) energy loans; and (vi) consumer loans.
 
We offer deposit banking products including: (i) personal and business checking
 
and savings accounts; (ii) international banking
services; (iii) treasury management services; (iv) money market accounts;
 
(v) certificates of deposits; (vi) negotiable order of withdrawal
accounts; (vii) automated teller machine access; and (viii) mobile banking.
Competition
The banking and financial services industry is highly competitive, and we compete with
 
a wide range of financial institutions within
our markets, including local, regional and national commercial banks and
 
credit unions. We also compete with mortgage companies, trust
companies, brokerage firms, consumer finance companies, securities firms,
 
insurance companies, third-party payment processors, financial
technology (“Fintech”) companies, and other financial intermediaries.
 
Some of our competitors are not subject to the regulatory restrictions
and level of regulatory supervision applicable to us.
Human Capital Resources
Employee Profile
As of December
 
31, 2021, the Company had 360 full-time equivalent employees in locations across the
 
states of Kansas, Missouri,
Oklahoma, Texas and Arizona. As of December 31, 2021, approximately 59% of our current workforce is female, 41% male.
Compensation and Benefits Program
As part of our compensation philosophy, the Company offers and maintains
 
competitive total rewards programs to attract and retain
superior talent throughout our market footprint. In addition to competitive base
 
pay, additional programs include annual bonus opportunities,
long-term incentive opportunities, a Company augmented Employee Stock Ownership
 
Plan, Company matched 401(k) Plan, healthcare and
insurance benefits, health savings and flexible spending accounts, paid
 
time off, family leave, a Volunteer Time Off (“VTO”) program,
flexible work schedules, and employee assistance programs.
 
7
Diversity and Inclusion
We believe that an equitable and inclusive environment with diverse teams supports
 
our core values and strategic initiatives, and it is
crucial to our efforts to attract and retain key talent.
 
We are focused on maintaining and enhancing our inclusive culture through
 
our
CrossFirst Cares program and our IDEA Champions employee resource group.
 
These groups enhance an inclusive culture through company
events, participation in our recruitment efforts, and input into our development
 
strategies.
 
Our ongoing diversity and inclusion initiatives support our goal of engaging
 
employees throughout the Company in creating an
inclusive workplace.
 
We are focused on sourcing and hiring candidates with fair and equitable strategies and
 
creating an environment where
all employees can develop and thrive.
Community Involvement
We build strong relationships within the communities we serve and
 
support the passions of our employees. We encourage our
employees to volunteer their time and talent by serving on boards and supporting
 
the communities where they live and work.
 
We understand that helping our employees devote their energies to causes that matter
 
to them, to their communities and to those
individuals who are most in need makes a broader impact.
 
Our CrossFirst Volunteer Time Off program provides paid leave for these
volunteer activities.
 
Our spirit of employee giving is also championed through our Generous
 
Giving program.
 
Through this program, we offer every
employee the opportunity to provide financial support for another
 
individual by matching up to $500 per employee gift, per year. Our
Generous Giving is designed to give our employees additional resources to
 
make a difference in people’s lives.
 
We focus on giving back to the communities we serve and providing opportunities
 
to our employees to share in that effort.
 
At the
same time, we recognize that participating in these activities enriches all our
 
lives.
Health and Safety
The success of our business is fundamentally connected to the well-being of our
 
people. Accordingly, we are committed to the health,
safety and wellness of our employees. We provide our employees and their families
 
with access to a variety of flexible and convenient health
and welfare programs. This includes offering benefits to support their physical
 
and mental well-being; providing tools and resources to help
improve or maintain their health status; and offering choices where
 
possible for employees to customize their benefits to meet their needs and
the needs of their families. In response to the COVID-19 pandemic, the
 
Company implemented significant operating environment changes
that leadership determined were in the best interest of our employees, the communities
 
in which we operate, and which comply with
government regulations. This includes providing flexible work from home
 
options for a large percentage of our employees, while
implementing additional safety measures for employees continuing
 
critical on-site work.
Talent Development
We prioritize and invest in creating opportunities to help our employees grow
 
and build their careers through a variety of training and
development programs. These include online, classroom and on-the-job learning formats
 
paired with an individualized development
approach.
 
A core tenet of our talent system is to both develop talent from within and supplement with external candidates. This approach
 
has
yielded loyalty and commitment in our employee base which benefits our business,
 
our products, and our clients.
 
In 2021, over 19% of our
current employees were promoted into roles with increased responsibilities. The addition
 
of new employees and external ideas supports our
culture of continuous improvement and a diverse and inclusive workforce.
 
Our performance management framework includes monthly business and functional
 
reviews, along with one-on-one and quarterly
forward-looking goal setting and development discussions, followed by
 
annual opportunities for pay differentiation based on overall
employee performance distinction.
Supervision and Regulation
The following is a general summary of the material aspects of certain statutes and regulations that are applicable to us. These
summary descriptions are not complete. Please refer to the full text of the statutes, regulations, and corresponding guidance for more
information. These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be
adopted. We are unable to predict future changes or the effects, if any, that these changes could have on our business or our revenues.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8
General
 
We are extensively regulated under U.S. federal and state law. As a result, our growth and earnings performance
 
may be affected not
only by management decisions and general economic conditions,
 
but also by federal and state statutes and by the regulations and policies of
various bank regulatory agencies, including the Office of the State Bank Commissioner
 
of Kansas, the Federal Reserve, the Federal Deposit
Insurance Corporation (“FDIC”) and the Consumer Financial Protection
 
Bureau (“CFPB”). Furthermore, tax laws administered by the
Internal Revenue Service (“IRS”) and state and local taxing authorities, accounting
 
rules developed by the Financial Accounting Standards
Board (“FASB”), securities laws administered by the Securities and Exchange
 
Commission (“SEC”) and state securities authorities and Anti-
Money Laundering (“AML”) laws enforced by the U.S. Department of
 
the Treasury also impact our business. The effect of these statutes,
regulations, regulatory policies and rules are significant to our financial condition
 
and results of operations. Further, the nature and extent of
future legislative, regulatory or other changes affecting financial institutions are
 
impossible to predict with any certainty.
Federal and state banking laws impose a comprehensive system of supervision,
 
regulation, and enforcement on the operations of
banks, their holding companies and their affiliates. These laws are intended primarily
 
for the protection of depositors, clients and the Deposit
Insurance Fund of the FDIC (“DIF”) rather than for stockholders.
 
This supervisory and regulatory framework subjects banks and bank
 
holding companies to regular examination by their respective
regulatory agencies, which results in examination reports and ratings
 
that, while not publicly available, can affect the conduct and growth of
their businesses.
 
Regulatory Capital Requirements
The federal banking agencies require that banking organizations meet
 
several risk-based capital adequacy requirements known as the
“Basel III Capital Rules.” The Basel III Capital Rules implement the Basel Committee’s December
 
2010 framework for strengthening
international capital standards and certain provisions of the Dodd
 
-Frank Act.
The Basel III Capital Rules require the Company and the Bank to comply with four minimum
 
capital standards: (i) a tier 1 leverage
ratio of at least 4.0%; (ii) a CET1 to risk-weighted assets of at least 4.5%; (iii) a tier 1
 
capital to risk-weighted assets of at least 6.0%; and (iv)
a total capital to risk-weighted assets of at least 8.0%. CET1 capital is generally
 
comprised of common stockholders’ equity and retained
earnings subject to applicable regulatory adjustments. Tier 1 capital is generally
 
comprised of CET1 and additional tier 1 capital. Additional
tier 1 capital generally includes certain noncumulative perpetual preferred
 
stock and related surplus and minority interests in equity accounts
of consolidated subsidiaries. We are permitted to include qualifying trust preferred
 
securities issued prior to May 19, 2010 as additional tier 1
capital. Total capital includes tier 1 capital (CET1 capital plus additional tier 1 capital) and tier 2
 
capital. Tier 2 capital is generally comprised
of capital instruments and related surplus meeting specified requirements,
 
and may include cumulative preferred stock and long-term
perpetual preferred stock, mandatory convertible securities, intermediate
 
preferred stock, and subordinated debt. Also included in tier 2
capital is the allowance for loan and lease losses (“ALLL”) limited to a maximum
 
of 1.25% of risk-weighted assets. The calculation of all
types of regulatory capital is subject to deductions and adjustments specified in
 
the regulations.
The Basel III Capital Rules also establish a “capital conservation buffer” of 2.5%
 
above the regulatory minimum risk-based capital
requirements. The capital conservation buffer requirement was phased in beginning in
 
January 2016 and is now fully implemented. An
institution is subject to limitations on certain activities, including payment of
 
dividends, share repurchases and discretionary bonuses to
executive officers, if its capital level is below the buffered ratio.
The Basel III minimum capital ratios as applicable to the Bank and to the Company
 
are summarized in the table below:
Basel III
Minimum For
Capital Adequacy
Purposes
Basel III
Additional
Capital
Conservation
Buffer
Basel III Ratio
With Capital
Conservation
Buffer
Total risk based capital (total capital to risk-weighted assets)
8.00%
2.50%
10.50%
Tier 1 risk based capital (tier 1 to risk-weighted assets)
6.00
2.50
8.50
Common equity tier 1 risk based capital (CET1 to risk-weighted
 
assets)
4.50
2.50
7.00
Tier 1 leverage ratio (tier 1 to average assets)
4.00%
 
—%
 
4.00%
In determining the amount of risk-weighted assets for purposes of calculating
 
risk-based capital ratios, a banking organization’s assets,
including certain off-balance sheet assets are multiplied by a risk weight factor
 
assigned by the regulations based on perceived risks inherent
in the type of asset. As a result, higher levels of capital are required for asset categories believed to present
 
greater risk.
 
 
 
9
As of December 31, 2021, the Company’s and the Bank’s capital ratios exceeded
 
the minimum capital adequacy guideline percentage
requirements under the Basel III Capital Rules.
 
Prompt Corrective Action
The Federal Deposit Insurance Act requires federal banking agencies to take “prompt corrective action” with
 
respect to depository
institutions that do not meet minimum capital requirements. For purposes of
 
prompt corrective action, the law establishes five capital tiers:
“well-capitalized,” “adequately-capitalized,” “under-capitalized,”
 
“significantly under-capitalized,” and “critically under-capitalized.” A
depository institution’s capital tier depends on its capital levels and certain other
 
factors established by regulation. In order to be a “well-
capitalized” depository institution, a bank must maintain a CET1 risk-based
 
capital ratio of 6.5% or more, a tier 1 risk-based capital ratio of
8% or more, a total risk-based capital ratio of 10% or more and a leverage ratio of
 
5% or more (and is not subject to any order or written
directive specifying any higher capital ratio). At each successively lower capital category, a bank is subject
 
to increased restrictions on its
operations.
 
As of December 31, 2021, the Bank met the requirements for being deemed
 
“well-capitalized” for purposes of the prompt corrective
action regulations and was not otherwise subject to any order or written directive
 
specifying any higher capital ratios.
Enforcement Powers of Federal and State Banking
 
Agencies
The federal banking regulatory agencies have broad enforcement
 
powers, including the power to terminate deposit insurance, impose
substantial fines and other civil and criminal penalties, and appoint a conservator
 
or receiver for financial institutions. Failure to comply with
applicable laws and regulations could subject us and our officers and directors
 
to administrative sanctions and potentially substantial civil
money penalties.
 
The Company
General
As a bank holding company, the Company is subject to regulation and supervision
 
by the Federal Reserve under the Bank Holding
Company Act of 1956, as amended (“BHCA”). Under the BHCA, the Company is subject to periodic examination
 
by the Federal Reserve.
The Company is required to file with the Federal Reserve periodic reports of
 
its operations and such additional information as the Federal
Reserve may require.
Acquisitions, Activities and
 
Change in Control
The BHCA generally requires the prior approval by the Federal Reserve for any merger involving a bank holding company
 
or a bank
holding company’s acquisition of more than 5% of a class of voting securities
 
of any additional bank or bank holding company or to acquire
all or substantially all the assets of any additional bank or bank holding company.
 
Federal law also prohibits any person or company from acquiring “control”
 
of an FDIC-insured depository institution or its holding
company without prior notice to the appropriate federal bank regulator.
 
“Control” is conclusively presumed to exist upon the acquisition of
25% or more of the outstanding voting securities of a bank or bank holding company,
 
but may arise under certain circumstances between 5%
and 24.99% ownership.
Permitted Activities
The BHCA generally prohibits the Company from controlling or engaging in any business other than that of banking,
 
managing and
controlling banks or furnishing services to banks and their subsidiaries. This general
 
prohibition is subject to a number of exceptions. The
principal exception allows bank holding companies to engage in, and to
 
own shares of companies engaged in, certain businesses found by the
Federal Reserve prior to November 11, 1999 to be “so closely related to banking
 
as to be a proper incident thereto.”
 
Additionally, bank holding companies that meet certain eligibility requirements
 
prescribed by the BHCA and elect to operate as
financial holding companies may engage in, or own shares in companies engaged
 
in, a wider range of nonbanking activities, including
securities and insurance underwriting and sales, merchant banking
 
and any other activity that the Federal Reserve, in consultation with the
Secretary of the Treasury, determines by regulation or order is financial in nature or
 
incidental to any such financial activity or that the
Federal Reserve determines by order to be complementary to any
 
such financial activity and does not pose a substantial risk to the safety or
soundness of depository institutions or the financial system generally. The Company
 
has not elected to be a financial holding company, and
we have not engaged in any activities determined by the Federal Reserve to be financial
 
in nature or incidental or complementary to activities
that are financial in nature.
 
 
 
 
 
10
Source of Strength
Bank holding companies, such as the Company, are required by statute to serve
 
as a source of financial strength for their subsidiary
depository institutions, by providing financial assistance to their insured depository
 
institution subsidiaries in the event of financial distress.
Under the source of strength requirement, the Company could be required
 
to provide financial assistance to the Bank should it experience
financial distress. Furthermore, the Federal Reserve has the right to order
 
a bank holding company to terminate any activity that the Federal
Reserve believes is a serious risk to the financial safety, soundness or stability
 
of any subsidiary bank. The regulators may require these and
other actions in support of controlled banks even if such action is not in the best interests of
 
the bank holding company or its stockholders.
Safe and Sound Banking Practices
Bank holding companies and their nonbanking subsidiaries are prohibited
 
from engaging in activities that represent unsafe and
unsound banking practices or that constitute a violation of law or regulations.
 
Under certain conditions the Federal Reserve may conclude
that certain actions of a bank holding company, such as a payment of a cash dividend,
 
would constitute an unsafe and unsound banking
practice. The Federal Reserve also has the authority to regulate the debt of bank holding companies,
 
including the authority to impose
interest rate ceilings and reserve requirements on such debt. Under certain
 
circumstances the Federal Reserve may require a bank holding
company to file written notice and obtain its approval prior to purchasing
 
or redeeming its equity securities, unless certain conditions are met.
Dividend Payments, Stock Redemptions and Repurchases
The Company’s ability to pay dividends to its stockholders is affected by both
 
general corporate law considerations and the
regulations and policies of the Federal Reserve applicable to bank holding companies,
 
including the Basel III Capital Rules. Generally, a
Kansas corporation may declare and pay dividends upon the shares of
 
its capital stock either out of its surplus, as defined in and computed in
accordance with K.S.A. 17-6404 and 17-6604, and amendments thereto,
 
or in case there is not any surplus, out of its net profits for the fiscal
year in which the dividend is declared or the preceding fiscal year, or both.
 
If the capital of the corporation, computed in accordance with
K.S.A. 17-6404 and 17-6604, and amendments thereto, is diminished
 
by depreciation in the value of its property, or by losses, or otherwise,
to an amount less than the aggregate amount of the capital represented by the
 
issued and outstanding stock of all classes having a preference
upon the distribution of assets, then no dividends may be paid out of such net profits
 
until the deficiency in the amount of capital represented
by the issued and outstanding stock of all classes having a preference upon the distribution
 
of assets shall have been repaired.
It is the Federal Reserve’s policy that bank holding companies should generally
 
pay dividends on common stock only out of income
available over the past year, and only if prospective earnings retention is consistent
 
with the organization’s expected future needs and
financial condition. It is also the Federal Reserve’s policy that bank holding companies
 
should not maintain dividend levels that undermine
their ability to be a source of strength to its banking subsidiaries. Additionally, the Federal Reserve has indicated that bank
 
holding
companies should carefully review their dividend policy and has discouraged
 
payment ratios that are at maximum allowable levels unless
both asset quality and capital are very strong.
 
Bank holding companies must consult with the Federal Reserve before
 
redeeming any equity or other capital instrument included in
tier 1 or tier 2 capital prior to stated maturity, if such redemption could have
 
a material effect on the level or composition of the
organization’s capital base. In addition, bank holding companies are unable
 
to repurchase shares equal to 10% or more of their net worth if
they would not be well-capitalized (as defined by the Federal Reserve) after
 
giving effect to such repurchase. Bank holding companies
experiencing financial weaknesses, or that are at significant risk of developing
 
financial weaknesses, must consult with the Federal Reserve
before redeeming or repurchasing common stock or other regulatory
 
capital instruments.
Other Regulation
As a company whose stock is publicly traded, the Company is subject to various
 
federal and state securities laws, including the
Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
Sarbanes-Oxley Act of 2002, and the Company files periodic reports with the Securities and Exchange Commission. In addition,
 
because the
Company’s common stock is listed with The Nasdaq Stock Market LLC, the Company
 
is subject to the listing rules of that exchange.
The Bank
General
The Bank is a Kansas state-chartered bank and is not a member bank of the Federal
 
Reserve. As a Kansas state-chartered bank, the
Bank is subject to the examination, supervision and regulation by
 
the Office of the State Bank Commissioner of Kansas (“OSBCK”), the
chartering authority for Kansas banks, and by the FDIC. The Bank is also subject to certain regulations
 
of the CFPB.
 
 
 
 
11
The OSBCK supervises and regulates all areas of the Bank’s operations
 
including, without limitation, the making of loans, the
issuance of securities, the conduct of the Bank’s corporate affairs, the satisfaction of
 
capital adequacy requirements, the payment of
dividends, and the establishment or closing of banking offices. The FDIC is the Bank’s primary
 
federal regulatory agency, and periodically
examines the Bank’s operations and financial condition and compliance
 
with federal law. In addition, the Bank’s deposit accounts are insured
by the DIF to the maximum extent provided under federal law and FDIC regulations,
 
and the FDIC has certain enforcement powers over the
Bank.
Depositor Preference
In the event of the ‘‘liquidation or other resolution’’ of an insured depository institution, the claims of depositors of the institution,
including the claims of the FDIC as subrogee of insured depositors, and certain
 
claims for administrative expenses of the FDIC as a receiver,
will have priority over other general unsecured claims against the institution.
 
If an insured depository institution fails, insured and uninsured
depositors, along with the FDIC, will have priority in payment ahead of unsecured,
 
non-deposit creditors including the parent bank holding
company with respect
 
to any extensions of credit they have made to that insured depository institution.
Brokered Deposit and Deposit Rate Restrictions
In December of 2020, the FDIC finalized revisions to its regulations relating
 
to brokered deposits and interest rate restrictions that
apply to less than well-capitalized insured depository institutions. The final rule became
 
effective April 1, 2021 and full compliance with the
revised brokered deposit regulation was extended to January 1, 2022.
 
Well-capitalized institutions are not subject to limitations on brokered
 
deposits, while adequately-capitalized institutions are able to
accept, renew or roll over brokered deposits, only with a waiver from the
 
FDIC and subject to certain restrictions on the yield paid on such
deposits. Under-capitalized institutions are generally not permitted to
 
accept, renew, or roll over brokered deposits and are subject to a
deposit rate cap, pursuant to which the institutions would be prohibited from
 
paying in excess of the higher of (1) 75 basis points above
published national deposit rates or (2) for maturity deposits, 120
 
percent of the current yield on similar maturity U.S. Treasury obligations
and, for non-maturity deposits, the federal funds rate plus 75 basis points, unless the
 
FDIC determined that the institutions’ local market rate
was above the national rate. As of December 31, 2021, the Bank was eligible to accept brokered deposits without a
 
waiver from the FDIC
and was not subject to the deposit rate cap.
Deposit Insurance
As an FDIC-insured institution, the Bank is required to pay deposit insurance premiums
 
to the FDIC. The FDIC has adopted a risk-
based assessment system whereby FDIC-insured depository
 
institutions pay insurance premiums at rates based on their risk classification. An
institution’s risk classification is assigned based on its capital levels and
 
the level of supervisory concern the institution poses to the
regulators. For deposit insurance assessment purposes, an insured depository
 
institution is placed in one of four risk categories each quarter.
An institution’s assessment is determined by multiplying its assessment rate
 
by its assessment base. The total base assessment rates range
from 1.5 basis points to 40 basis points. While in the past an insured depository
 
institution’s assessment base was determined by its deposit
base, amendments to the Federal Deposit Insurance Act revised the assessment base so that it is calculated using average consolidated
 
total
assets minus average tangible equity.
Additionally, the Dodd-Frank Act altered the minimum designated reserve ratio of the DIF, increasing the minimum
 
from 1.15% to
1.35% of the estimated amount of total insured deposits, and eliminating
 
the requirement that the FDIC pay dividends to depository
institutions when the reserve ratio exceeds certain thresholds. The FDIC had until
 
September 3, 2020 to meet the 1.35% reserve ratio target,
but it announced in November 2018
 
that the DIF had reached 1.36%, exceeding the 1.35% reserve ratio
 
target. At least semi-annually, the
FDIC updates its loss and income projections for the DIF and, if needed, may increase
 
or decrease the assessment rates, following notice and
comment on proposed rule-making. However, as of June 30, 2020,
 
the reserve ratio fell to 1.30%, below the statutory minimum of 1.35%.
 
On September 15, 2020, the FDIC adopted a Restoration Plan to restore the reserve
 
ratio to at least 1.35% within eight years. The FDIC
projects that the reserve ratio will return to 1.35% without further
 
action by the FDIC before the end of that eight-year period, but the FDIC
will closely monitor deposit balance trends, potential losses, and other factors that affect
 
the reserve ratio. As a result, the Bank’s FDIC
deposit insurance premiums could increase or decrease. During the
 
year ended December 31, 2021, the Bank paid $4 million in FDIC deposit
insurance premiums.
Audit Reports
Since the Bank is an insured depository institution with total assets of $1 billion
 
or more, financial statements are prepared in
accordance with Generally Accepted Accounting Principles (“GAAP”), management’s certifications signed by the Company's and the Bank’s
chief executive officer and chief accounting or financial officer concerning
 
management’s responsibility for the financial statements, and an
attestation by the auditors regarding the Bank’s internal controls must be submitted
 
to the FDIC and OSBCK. The Federal Deposit Insurance
Corporation Improvement Act of 1991 requires that the Bank (or, as explained below, the Company)
 
have an independent audit committee,
consisting of outside directors who are independent of management of the
 
Company and the Bank. The audit committee must include at least
 
 
 
 
 
12
two members with experience in banking or related financial management,
 
must have access to outside counsel and must not include
representatives of large clients. Certain insured depository institutions with total assets of
 
less than $5 billion, or $5 billion or more and a
composite CAMELS (i.e., capital adequacy, assets, management capability,
 
earnings, liquidity, sensitivity) rating of 1 or 2, may satisfy these
audit committee requirements if its holding company has an audit committee
 
that satisfies these requirements. The Company’s audit
committee satisfies these requirements.
Examination Assessments
Pursuant to the Kansas Banking Code, the expense of every regular examination,
 
together with the expense of administering the
banking and savings and loan laws, including salaries, travel expenses, supplies
 
and equipment are paid by the banks and savings and loan
associations of Kansas, which are generally allocated among them
 
based on total asset size. During the year ended December 31, 2021, the
Bank paid examination assessments to the OSBCK totaling $685
 
thousand.
Capital Requirements
Banks are generally required to maintain minimum capital ratios. For a discussion
 
of the capital requirements applicable to the Bank,
see “Regulatory Capital Requirements” above.
Bank Reserves
The Federal Reserve requires all depository institutions to maintain
 
reserves against some transaction accounts (primarily Negotiable
Order of Withdrawal (“NOW”) and Super NOW checking accounts). The balances maintained to meet
 
the reserve requirements imposed by
the Federal Reserve may be used to satisfy liquidity requirements. An institution may borrow from the Federal
 
Reserve “discount window”
as a secondary source of funds if the institution meets the Federal Reserve’s credit standards. The Federal
 
Reserve reduced the reserve
requirement to 0% effective March 26, 2020.
Dividend Payments
A primary source of funds for the Company is dividends from the Bank. The Bank is not permitted to pay a dividend to the Company
under certain circumstances, including if the Bank is under-capitalized
 
under the prompt corrective action framework or if the Bank fails to
maintain the required capital conservation buffer. The Kansas Banking Code also
 
places restrictions on the declaration of dividends by the
Bank to the Company. No dividend may be paid from the capital stock account of
 
the Bank. The current dividends of the Bank may only be
paid from undivided profits after deducting losses. Before declaring any cash dividend
 
from undivided profits, the Bank’s board of directors
must ensure
 
that the surplus fund equals or exceeds the capital stock account. If the surplus fund is less than the capital
 
stock account, the
Bank’s board of directors may transfer 25% of the net profits of the Bank, since
 
the last preceding dividend from undivided profits, to the
surplus fund, except no additional transfers are required once the surplus fund
 
equals or exceeds the capital stock account. Any other
dividend (whether in cash or other property) from the Bank to the Company
 
requires the prior approval of the OSBCK.
The payment of dividends by any financial institution is affected by
 
the requirement to maintain adequate capital pursuant to
applicable capital adequacy guidelines and regulations, and a financial institution
 
generally is prohibited from paying any dividends if,
following payment thereof, the institution would be under-capitalized. As described above, the Bank exceeded
 
its minimum capital
requirements under applicable regulatory guidelines as of December
 
31, 2021.
Transactions with Affiliates
The Bank is subject to Sections 23A and 23B of the Federal Reserve Act (the “Affiliates Act”) and the Federal Reserve’s
implementation of Regulation W. An affiliate of a bank under the Affiliates
 
Act is any company or entity that controls, is controlled by or is
under common control with the bank. Accordingly, transactions between the Company, the Bank and any nonbank
 
subsidiaries will be
subject to a number of restrictions. The amount of loans or extensions of credit which the Bank
 
may make to nonbank affiliates, or to third
parties secured by securities or obligations of the nonbank affiliates, are substantially
 
limited by the Affiliates Act. Such acts further restrict
the range of permissible transactions between a bank and an affiliated company. A bank and its subsidiaries may engage in certain
transactions, including loans and purchases of assets, with an affiliated company
 
only if the terms and conditions of the transaction, including
credit standards, are substantially the same as, or at least as favorable to the bank
 
as, those prevailing at the time for comparable transactions
with non-affiliated companies or, in the absence of comparable transactions, on
 
terms and conditions that would be offered to non-affiliated
companies.
 
 
 
 
 
13
Loans to Directors, Executive Officers and Principal Stockholders
The authority of the Bank to extend credit to its directors, executive officers and principal stockholders,
 
including their immediate
family members and corporations and other entities they control, is subject
 
to substantial restrictions and requirements under the Federal
Reserve’s Regulation O, as well as the Sarbanes-Oxley Act.
Limits on Loans to One Borrower
As a Kansas state-chartered bank, the Bank is subject to limits on the amount
 
of loans it can make to one borrower. With certain
limited exceptions, loans and extensions of credit from Kansas state-chartered
 
banks outstanding to any borrower (including certain related
entities of the borrower) at any one time may not exceed 25% of the capital of the
 
bank. Certain types of loans are exempt from the lending
limits, including loans fully secured by segregated deposits held by
 
the bank or bonds or notes of the United States. A Kansas
 
state-chartered
bank may lend an additional amount if the loan is fully secured by certain types
 
of real estate. In addition to the single borrower limitation
described above, loans to a borrower and its subsidiaries generally may not exceed
 
50% of the capital of the bank. The Bank’s legal lending
limit to any one borrower was $170 million as of December 31, 2021.
Safety and Soundness Standards/Risk Management
The federal banking agencies have adopted guidelines establishing
 
operational and managerial standards to promote the safety and
soundness of federally insured depository institutions. The guidelines set forth standards
 
for internal controls, information systems, internal
audit systems, loan documentation, credit underwriting, interest rate exposure,
 
asset growth, compensation, fees and benefits, asset quality
and earnings. In general, the safety and soundness guidelines prescribe the goals to be
 
achieved in each area, and each institution is
responsible for establishing its own procedures to achieve those goals. If an institution
 
fails to comply with any of the standards set forth in
the guidelines, the financial institution’s primary federal regulator
 
may require the institution to submit a plan for achieving and maintaining
compliance. If a financial institution fails to submit an acceptable compliance
 
plan, or fails in any material respect to implement a
compliance plan that has been accepted by its primary federal regulator, the
 
regulator is required to issue an order directing the institution to
cure the deficiency. Until the deficiency cited in the regulator’s order
 
is cured, the regulator may restrict the financial institution’s rate of
growth, require the financial institution to increase its capital, restrict the rates
 
the institution pays on deposits or require the institution to
take any action the regulator deems appropriate under the circumstances.
 
Noncompliance with the standards established by the safety and
soundness guidelines may also constitute grounds for other enforcement
 
action by the federal bank regulatory agencies, including cease and
desist orders and civil money penalty assessments.
Community Reinvestment
 
Act (“CRA”)
The CRA is intended to encourage insured depository institutions, while operating safely and soundly, to help meet the
 
credit needs of
their communities. The CRA specifically directs the federal bank regulatory agencies, in examining insured depository institutions,
 
to assess
their record of helping to meet the credit needs of their entire community, including
 
low and moderate income neighborhoods, consistent
with safe and sound banking practices. The CRA further requires the agencies to take a financial institution’s record of meeting
 
its
community credit needs into account when evaluating applications for,
 
among other things, domestic branches, consummating mergers or
acquisitions or holding company formations.
The federal banking agencies have adopted regulations which measure
 
a bank’s compliance with its CRA obligations on a
performance based evaluation system. This system bases CRA ratings on an institution’s actual lending service and investment
 
performance
rather than the extent to which the institution conducts needs assessments, documents
 
community outreach or complies with other procedural
requirements. The ratings range from a high of “outstanding” to a low of “substantial noncompliance.” The
 
Bank had a CRA rating of
“satisfactory” as of its most recent CRA assessment.
Anti-Money Laundering and the Office of Foreign
 
Assets Control Regulation
The Company and the Bank must comply with the requirements of the Bank
 
Secrecy Act (“BSA”). The BSA
 
was enacted to prevent
banks and other financial service providers from being used as intermediaries
 
for, or to hide the transfer or deposit of money derived from,
drug trafficking, money laundering, and other crimes. Since its passage, the BSA has been amended several times. These amendments
include the Money Laundering Control Act of 1986, which made money laundering a criminal act, as well as the Money Laundering
Suppression Act of 1994, which required regulators to develop enhanced examination procedures and increased
 
examiner training to improve
the identification of money laundering schemes in financial institutions. The USA Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“PATRIOT Act”), substantially broadened the scope of U.S.
anti-money laundering laws and regulations by imposing significant new
 
compliance and due diligence obligations, creating new crimes and
penalties and expanding the extra-territorial jurisdiction of the United
 
States. The regulations impose obligations on financial institutions to
maintain appropriate policies, procedures and controls to detect, prevent,
 
and report money laundering and terrorist financing. The
regulations include significant penalties for non-compliance. Likewise,
 
Office of Foreign Assets Control (“OFAC”) administers and enforces
 
 
 
 
14
economic and trade sanctions against targeted foreign countries and regimes
 
under authority of various laws, including designated foreign
countries, nationals and others. OFAC publishes lists of specially designated
 
targets and countries. Financial institutions are responsible for,
among other things, blocking accounts of and transactions with such
 
targets and countries, prohibiting unlicensed trade and financial
transactions with them and reporting blocked transactions after their occurrence.
 
Failure of a financial institution to maintain and implement
adequate anti-money laundering and OFAC programs, or to comply
 
with all of the relevant laws or regulations, could have serious legal and
reputational consequences for the institution.
Concentrations in Commercial Real Estate (“CRE”)
Concentration risk exists when financial institutions deploy too many assets to any
 
one industry or segment. Concentration stemming
from CRE is one area of regulatory concern. The CRE Concentration Guidance, provides supervisory
 
criteria, including the following
numerical indicators, to assist bank examiners in identifying banks with potentially
 
significant CRE loan concentrations that may warrant
greater supervisory scrutiny: (i) CRE loans exceeding 300% of capital
 
and increasing 50% or more in the preceding three years; or (ii)
construction and land development loans exceeding 100% of capital. The CRE Concentration
 
Guidance does not limit banks’ levels of CRE
lending activities, but rather guides institutions in developing risk management
 
practices and levels of capital that are commensurate with the
level and nature of their CRE concentrations. If a concentration is present,
 
management must employ heightened risk management practices
that address the following key elements: (i) board and management oversight
 
and strategic planning; (ii) portfolio management; (iii)
development of underwriting standards; (iv) risk assessment and
 
monitoring through market analysis and stress testing; and (v) maintenance
of increased capital levels as needed to support the level of commercial real estate lending.
 
On December 18, 2015, the federal banking
agencies jointly issued a ‘‘statement on prudent risk management for commercial
 
real estate lending’’ reminding financial institutions of
developing risk management practices. See also “Risk Factors—We have
 
a concentration in commercial real estate lending that could cause
our regulators to restrict our ability to grow” in this Form 10-K.
Consumer Financial Services
The Bank is subject to federal and state consumer protection statutes and regulations
 
promulgated under those laws, including, without
limitation, regulations issued by the CFPB. These laws and regulations could increase or decrease
 
the cost of doing business, limit or expand
permissible activities or affect the competitive balance among financial
 
institutions.
Incentive Compensation Guidance
The federal bank regulatory agencies have issued comprehensive guidance
 
intended to ensure that the incentive compensation policies
of banking organizations do not undermine the safety and soundness
 
of those organizations by encouraging excessive risk-taking. The
incentive compensation guidance sets expectations for banking organizations
 
concerning their incentive compensation arrangements and
related risk management, control and governance processes. The incentive
 
compensation guidance, which covers all employees that have the
ability to materially affect the risk profile of an organization, either individually
 
or as part of a group, is based upon three primary principles:
(i) balanced risk taking incentives; (ii) compatibility with effective controls
 
and risk management; and (iii) strong corporate governance. Any
deficiencies in compensation practices that are identified may be incorporated
 
into the organization’s supervisory ratings, which can affect its
ability to make acquisitions or take other actions. In addition, under the incentive
 
compensation guidance, a banking organization’s federal
supervisor may initiate enforcement action if the organization’s incentive compensation
 
arrangements pose a risk to the safety and soundness
of the organization. Further, the Basel III capital rules limit discretionary bonus
 
payments to bank executives if the institution’s regulatory
capital ratios fail to exceed certain thresholds. Although the federal bank regulatory agencies proposed
 
additional rules in 2016 related to
incentive compensation for all banks with more than $1 billion in assets, those rules
 
have not yet been finalized. The scope and content of the
U.S. banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving in the near
 
future.
The Dodd-Frank Act requires public companies to include, at least once every three years, a separate non-binding
 
‘‘say-on-pay’’ vote
in their proxy statement by which stockholders may vote on the compensation
 
of the public company’s named executive officers. In addition,
if such public companies are involved in a merger, acquisition, or consolidation,
 
or if they propose to sell or dispose of all or substantially all
of their assets, stockholders have a right to an advisory vote on any golden
 
parachute arrangements in connection with such transaction
(frequently referred to as ‘‘say-on-golden parachute’’ vote). Other provisions of the Dodd-Frank Act may impact our corporate governance.
For instance, the SEC adopted rules prohibiting the listing of any equity security of
 
a company that does not have a compensation committee
consisting solely of independent directors, subject to certain exceptions.
 
In addition, the Dodd-Frank Act requires the SEC to adopt rules
requiring all exchange-traded companies to adopt claw-back policies for
 
incentive compensation paid to executive officers in the event of
accounting restatements based on material non-compliance with
 
financial reporting requirements. Those rules, however, have not yet been
finalized. Additionally, the Company is an emerging growth company (“EGC”) under the Jumpstart
 
Our Business Startups Act of 2012 (the
“JOBS Act”) and therefore subject to reduced disclosure requirements related to, among other things,
 
executive compensation.
Financial Privacy
The federal bank regulatory agencies have adopted rules that limit the ability
 
of banks and other financial institutions to disclose non-
public information about consumers to non-affiliated third parties. These limitations require
 
disclosure of privacy policies to consumers and,
 
 
 
 
15
in some circumstances, allow consumers to prevent disclosure of
 
certain personal information to a nonaffiliated third party. These regulations
affect how consumer information is transmitted through financial services companies
 
and conveyed to outside vendors. In addition,
consumers may also prevent disclosure of certain information among
 
affiliated companies that is assembled or used to determine eligibility
for a product or service, such as that shown on consumer credit reports and
 
asset and income information from applications. Consumers also
have the option to direct banks and other financial institutions not to share
 
information about transactions and experiences with affiliated
companies for the purpose of marketing products or services.
Impact of Monetary Policy
The monetary policy of the Federal Reserve has a significant effect on the operating
 
results of financial or bank holding companies
and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in
 
U.S.
government securities, changes in the discount rate on member bank borrowings
 
and changes in reserve requirements against member bank
deposits. These tools are used in varying combinations to influence overall growth and distribution
 
of bank loans, investments and deposits,
and their use may affect interest rates charged on loans or paid on deposits.
New Banking Reform Legislation
Key provisions of the EGRRCPA as it relates to community banks and bank holding companies include, but are
 
not limited to: (i)
designating mortgages held in portfolio as “qualified mortgages” for
 
banks with less than $10 billion in assets, subject to certain
documentation and product limitations; (ii) exempting banks with less than $10
 
billion in assets (and total trading assets and trading
liabilities of 5% or less of total assets) from Volcker Rule requirements relating
 
to proprietary trading; (iii) simplifying capital calculations
for certain banks with less than $10 billion in assets as described above regarding
 
the final rule for the community bank leverage ratio; (iv)
assisting smaller banks with obtaining stable funding by providing
 
an exception for reciprocal deposits from FDIC restrictions on acceptance
of brokered deposits; (v) raising the eligibility for use of short-form
 
Call Reports from $1 billion to $5 billion in assets; (vi) clarifying
definitions pertaining to high-volatility commercial real estate, which require
 
higher capital allocations, so that only loans with increased risk
are subject to higher risk weightings; and (vii) changing the eligibility for
 
use of the small bank holding company policy statement from
institutions with under $1 billion in assets to institutions with under $3 billion
 
in assets.
Other Pending and Proposed Legislation
Other legislative and regulatory initiatives which could affect the Company,
 
the Bank and the banking industry in general may be
proposed or introduced before the U.S. Congress, the Kansas Legislature and
 
other governmental bodies in the future. Such proposals, if
enacted, may further alter the structure, regulation and competitive relationship
 
among financial institutions, and may subject the Company
or the Bank to increased regulation, disclosure and reporting requirements.
 
In addition, the various banking regulatory agencies often adopt
new rules and regulations to implement and enforce existing legislation.
 
It cannot be predicted whether, or in what form, any such legislation
or regulations may be enacted or the extent to which the business of the Company
 
or the Bank would be affected thereby.
Website Access to Company
 
Reports
The Company’s annual reports on Form 10-K, quarterly reports on
 
Form 10-Q, current reports on Form 8-K, and all amendments to
those reports are available free of charge on the Company’s website at investors.crossfirstbankshares.com
 
as soon as reasonably practicable
after such material is electronically filed with, or furnished to, the SEC. In addition,
 
copies of the Company’s annual report will be made
available, free of charge, upon written request. The Company does not intend for information
 
contained in its website to be part of this annual
report on Form 10-K.
 
 
 
16
ITEM 1A.
 
RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider
 
the following factors, which could materially
affect our business, financial condition, results of operations or cash flows in
 
future periods. While we believe we have identified and
discussed below the key risk factors affecting our business, there may be additional
 
risks and uncertainties not currently known to us or that
we currently deem to be immaterial that may adversely affect our business, financial
 
condition, results of operations, cash flows or share
price in the future.
Risks Relating to Our Business and Market
The further spread of COVID-19 and its variants may adversely impact our
 
business, financial condition and results of
operations in the short-term and for the foreseeable future.
 
 
The COVID-19 pandemic caused significant disruption to economic
 
activity and financial markets and adversely impacted our
business, financial condition and results of operations. Given the ongoing
 
and dynamic nature of COVID-19 and its variants, the ultimate
effects on the broader economy and the markets in which we serve are highly uncertain
 
and difficult to predict. Future impacts to our
business and customers could be widespread and material, such as increased
 
unemployment, supply-chain interruptions; declines in demand
for loans and other banking services and products; reduction in business activity
 
and financial transactions; increased commercial property
vacancy rates, declines in the value of loan collateral, including energy
 
and real-estate collateral; declines in the credit quality of our loan
portfolio; volatile performance of our investment securities portfolio;
 
and overall economic and financial market instability.
 
Actions taken by governmental and regulatory authorities in response
 
to the pandemic have impacted, and may continue to impact, the
banking and financial services industries. In March 2020, the Federal Reserve lowered
 
the Federal Funds rate, which may reduce our net
interest income and earnings. Additional regulation of the financial markets may be enacted in the future that could further
 
impact our
business.
 
We also participate in the Paycheck Protection Program, or
 
PPP, a government lending program implemented to aid individuals
and businesses. Since the inception of the PPP, many banks have been subject
 
to litigation related to agent fees and application processing.
As a result of our ongoing and future participation in the PPP and similar government stimulus and relief programs,
 
we may experience
losses arising from fraud, litigation or regulatory action.
Any of the factors discussed above, taken together or in combination with other events or
 
occurrences that may not yet be known or
anticipated, may materially and adversely affect our business, financial
 
condition and results of operations. The further spread of the COVID-
19 outbreak, as well as ongoing or new governmental, regulatory and
 
private sector responses to the pandemic, may materially disrupt
banking and other economic activity in the areas in which we operate. The ultimate impacts of the pandemic
 
on our business, financial
condition and results of operations will depend on future developments
 
and other factors that are highly uncertain and difficult to predict.
A decline in general business and
 
economic conditions and any regulatory responses to such conditions
 
could have a
material adverse effect on our business, financial position, results
 
of operations and growth prospects.
Our business and operations, which primarily consist of lending
 
money to clients in the form of loans and borrowing money from
clients in the form of deposits, are sensitive to general economic conditions,
 
particularly in Kansas, Missouri, Oklahoma, Texas and Arizona.
Unfavorable or uncertain economic and market conditions
 
may constrain our growth and profitability from our lending and deposit
operations, lead to credit quality concerns related to borrower repayment
 
ability and collateral protection, and reduce demand for the
products and services we offer. Our business is also significantly affected
 
by monetary and other regulatory policies, which are influenced by
macroeconomic conditions and other factors beyond our control.
 
Uncertainty surrounding the federal fiscal policymaking process, the
medium and long-term fiscal outlook of the federal government and future
 
tax rates are concerns for businesses, consumers and investors.
Adverse economic conditions and governmental policy responses to such conditions
 
could have a material adverse effect on our business,
financial position, results of operations, and growth prospects.
Our profitability depends on interest rates generally, and we may be adversely
 
affected by changes in market interest rates.
Our profitability depends in substantial part on our net interest income,
 
which depends on many factors that are partly or completely
outside of our control, including competition, economic conditions and
 
monetary and fiscal policies. Changes in interest rates could affect
our ability to originate loans and deposits, reduce the carrying value of
 
assets on our balance sheet, reduce the value and marketability of loan
collateral, and create higher payment burdens for our borrowers (which may
 
increase potential for default). Sustained periods of low interest
rates may cause us to experience net interest margin compression. The ratio of variable
 
-
 
to fixed-rate loans in our loan portfolio, the ratio of
short-term (maturing at a given time within 12 months) to long-term
 
loans, and the ratio of our demand, money market and savings deposits
to certificates of deposit (and their time periods) are the primary factors
 
affecting the sensitivity of our net interest income to changes in
market interest rates. Fluctuations in market rates and other market
 
disruptions are neither predictable nor controllable and may adversely
affect our financial condition, earnings and results of operation.
 
 
 
17
We may not be able to implement aspects of our growth strategy, which
 
may adversely affect our ability to maintain our
historical earnings trends.
We may not be able to sustain our growth at the rate we have enjoyed during
 
the past several years, which has been driven primarily
by new market expansion, the strength of commercial and real estate lending
 
in our market areas, and our ability to identify and attract high
caliber experienced banking talent. During the COVID-19 pandemic
 
our growth was bolstered by government programs that may not
continue, such as PPP loans issued in 2020 and 2021. A downturn in local economic market conditions, our failure to attract and retain high
performing personnel, and the inability to attract core funding and quality
 
lending clients, among other factors, could limit our ability to grow
as rapidly as we have in the past and may have a negative effect on our business, financial
 
condition, and results of operations.
 
We may not be able to manage the risks associated with our anticipated growth
 
and expansion through de novo branching,
mergers and acquisitions, new lines of business, or new offerings
 
of services, products or product enhancements.
If our business continues to grow as anticipated, we may become more susceptible
 
to risks related to both general growth and specific
areas of growth. Generally, risks are associated with attempting to maintain
 
effective financial and operational controls as we grow, such as
maintaining appropriate loan underwriting and credit monitoring
 
procedures, maintaining an adequate allowance for loan losses, controlling
concentrations and complying with regulatory or accounting requirements. Such
 
risks may result in, among other effects, in increased loan
losses, reduced earnings, potential regulatory penalties and future restrictions
 
on growth. We may also be exposed to certain risks associated
with the specific components of our growth strategy, as discussed in more detail
 
below.
Expansion through De Novo Branching
: Our growth strategy includes evaluating opportunities to grow
 
through de novo branching.
De novo branching carries with it certain potential risks, including
 
significant startup costs and anticipated initial operating losses; an
inability to gain regulatory approval; an inability to hire or retain qualified
 
senior management to successfully operate the branch and
integrate our corporate culture; challenges associated with securing attractive
 
locations at a reasonable cost; poor market reception in
locations where we do not have a preexisting reputation; unfavorable
 
local economic conditions; and the additional strain on management
resources and internal systems and controls. Failure to adequately manage
 
any of the foregoing risks could have an adverse effect on our
business, financial condition and results of operations.
Mergers and Acquisitions
: As part of our growth strategy, we may pursue mergers and acquisitions of banks and nonbank financial
services companies within or outside our principal market
 
areas. Mergers and acquisitions involve numerous risks associated with entry
 
into
new markets or locations; integration and management of the combined entities;
 
diversion of financial and management resources from
existing operations; assumption of unanticipated problems, such
 
nonperforming loans and latent liabilities; unanticipated costs; and potential
future impairments to goodwill and other intangible assets. If we finance acquisitions
 
by issuing convertible debt or equity securities, our
existing stockholders may be diluted, which could affect the market price of
 
our common stock. As a condition to receiving regulatory
approval, we may also be required to sell banking locations, which may not
 
be acceptable to us or may reduce the benefit of the acquisition.
The failure to obtain these regulatory approvals could impact our business plans and
 
restrict our growth. Any one or more of these factors
could materially and adversely affect our business, financial condition and results of
 
operations.
New Lines of Business, Services, Products or Product Enhancements
: From time to time, we may implement or acquire new lines
of business or offer new services, products or product enhancements. There are
 
substantial risks and uncertainties associated with developing,
implementing and marketing such offerings, including significant investment
 
of financial and other resources, inability to accurately predict
price and profitability targets, failure to realize expected benefits, regulatory
 
compliance and shifting market preferences.
 
These risks could
have a material adverse effect on our business, results of operations and financial
 
condition.
 
Phase-out of the London Inter-Bank Offered Rate (“LIBOR”) and uncertainty
 
relating to alternative reference rates may
adversely affect our results of operations.
LIBOR is used extensively as a reference rate for various financial contracts,
 
including adjustable-rate loans, asset-backed securities,
and interest rate swaps. In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR,
 
announced that it intends
to stop persuading or compelling banks to submit LIBOR rates after 2021,
 
such date was later extended to June 30, 2023. Accordingly,
continuation of LIBOR cannot be guaranteed after June 30, 2023 and
 
alternative reference rates must be established.
Management is
currently evaluating the impact of this transition as it relates to new and existing
 
contracts and customers. We will be required to implement
substitute indices for the calculation of interest rates under our loan agreements
 
and we are currently evaluating appropriate alternatives to
LIBOR.
 
Implementing the LIBOR phase-out will involve additional expense
 
and may reduce the value of our LIBOR-based loans and
securities and impact the availability and cost of hedging instruments and
 
borrowings.
 
If we fail to successfully execute the transition, we
may be subject to disputes or litigation with clients over the appropriateness
 
of substitute LIBOR indices. The ultimate impact of the LIBOR
phase-out on the valuations, pricing and operation of our financial instruments
 
is not yet known and difficult to predict and may adversely
affect our results of operations. At December 31, 2021, $1.3 billion of our loans were tied to LIBOR.
18
The fair value of our investment securities can fluctuate due to factors outside
 
of our control.
As of December 31, 2021, 2020 and 2019, the fair value of our debt securities portfolio
 
was approximately $746 million,
$655 million, and $739 million, respectively. Factors beyond our control
 
can significantly influence the fair value of securities in our
portfolio and may cause potential adverse changes to the fair value of these securities. These factors
 
include, but are not limited to, rating
agency actions, defaults by the issuer or with respect to the underlying securities, changes
 
in market interest rates and instability in the capital
markets. These and other factors could cause other-than-temporary impairments, realized or unrealized
 
losses in future periods and declines
in other comprehensive income and the value of our common stock, any of which
 
could materially and adversely affect our business, results
of operations, financial condition and prospects. Our inability to accurately predict
 
the future performance of an issuer or to efficiently
respond to changing market conditions could result in a decline in the value of our
 
investment securities portfolio, which could have an
adverse effect on our business, results of operations and financial condition.
 
We could suffer material credit losses if we do not appropriately manage
 
our credit risk.
There are risks inherent in making any loan, including risks inherent in dealing
 
with individual borrowers, risks of non-payment, risks
resulting from uncertainties as to the future value of collateral and risks resulting
 
from changes in economic and industry conditions. There is
no assurance that our loan approval and credit risk monitoring procedures are or
 
will be adequate to reduce the inherent risks
 
associated with
lending. Our credit administration personnel and our policies and procedures
 
may not adequately adapt to changes in economic or any other
conditions affecting clients and the quality of our loan portfolio, including
 
any impacts of the continuing COVID-19 outbreak. Any failure to
manage such credit risks may materially adversely affect our business, financial
 
condition, and results of operations.
We have credit exposure to the energy industry.
We have credit exposure to the energy industry in each of our primary markets
 
and across the United States. A downturn or lack of
growth in the energy industry and energy-related business could adversely
 
affect our business, financial condition, and results of operations.
Prolonged or further pricing pressure on oil and gas could lead to increased
 
credit stress in our energy portfolio, increased losses associated
with our energy portfolio, increased utilization of our contractual obligations
 
to extend credit, and weaker demand for energy lending. Such a
decline or general uncertainty resulting from continued volatility could
 
have other adverse impacts that are difficult to isolate or quantify, all
of which could have an adverse effect on our business, financial condition
 
and results of operations.
 
A concentration in commercial real
 
estate lending could cause our regulators to restrict our ability to
 
grow.
As a part of their regulatory oversight, the federal regulators have issued guidance on
 
Concentrations in Commercial Real Estate
Lending, Sound Risk Management Practices (the “CRE Concentration Guidance”)
 
with respect to a financial institution’s concentrations in
CRE lending activities. Such guidance identifies certain concentration
 
levels that, if exceeded, will expose an institution to additional
supervisory analysis
 
The guidelines identify the following as preliminary indications of possible CRE
 
concentration risk: (i) the institution’s
total construction, land development and other land loans represent 100% or
 
more of total capital and reserves; or (ii) total CRE loans as
defined in the guidance, or Regulatory CRE, represent 300% or more
 
of the institution’s total capital and reserves, and the institution’s
Regulatory CRE has increased by 50% or more during the prior 36-month period. We believe
 
that the CRE Concentration Guidance is
applicable to us. The FDIC or other federal regulators may become concerned
 
about our CRE loan portfolio, and they could limit our ability
to grow by restricting approvals of new branches and other growth opportunities
 
or by requiring us to raise additional capital, reduce our loan
concentrations or undertake other remedial actions.
Many of our loans are to commercial borrowers, which have a higher
 
degree of risk than other types of loans.
As of December 31, 2021, approximately 83% of our loan portfolio
 
related to commercial-based lending. Commercial purpose loans
are often larger and involve greater risks than other types of lending. Repayment
 
of these loans often depend on the successful operation or
development of the property or business involved and are highly sensitive to
 
adverse conditions in the real estate market or the general
economy.
 
Accordingly, a downturn in the real estate market or the general economy could impair
 
the borrowers’ ability to repay and
heightens our risk related to commercial purpose loans, particularly CRE loans. Losses incurred
 
on a small number of commercial purpose
loans could have a material adverse impact on our financial condition
 
and results of operations due to the larger-than-average size of each
commercial purpose loan and collateral that is generally less readily-marketable.
Because a portion of our loan portfolio is comprised of real estate
 
loans, negative changes in the economy affecting real
estate values could impair the value of collateral securing our real estate
 
loans and result in loan and other losses.
Adverse changes affecting real estate values or operating cash flows of
 
real estate, particularly in the markets in which we operate,
could increase the credit risk associated with our loan portfolio, and
 
could result in losses that adversely affect credit quality and our financial
condition and results of operation. Market value of real estate can fluctuate
 
significantly in a short period of time. Negative changes in the
economy affecting real estate values or operating cash flows in our market
 
areas could significantly impair the value and marketability of
19
property pledged loan collateral and may require us to increase our allowance
 
for loan losses, any of which could have a material adverse
impact on our business, results of operations and growth prospects.
Our largest loan relationships make up a significant percentage of
 
our total loan portfolio.
As of December 31, 2021, our 25 largest borrowing relationships totaled approximately
 
$1 billion in total commitments (representing,
in the aggregate, 21% of our total outstanding commitments as of December
 
31, 2021). Our five largest borrowing relationships, based on
total commitments, accounted for 7% of total commitments as of December
 
31, 2021. This concentration of borrowers may expose us to
material losses if one or more of these relationships becomes delinquent or
 
suffers default. The allowance for loan losses may not be
adequate to cover such losses, and any loss or increase in the allowance would negatively
 
affect our earnings and capital. Even if these loans
are adequately collateralized, an increase in classified assets could harm
 
our reputation with our regulators and inhibit our ability to execute
our business plan.
A portion of our loan portfolio
 
is comprised of participation and syndicated transaction interests, which
 
could have an
adverse effect on our ability to monitor the lending relationships and lead
 
to an increased risk of loss.
As of December 31, 2021, we had $97 million of purchased loan participations
 
from other financial institutions and a combination of
shared national credits and syndication interests purchased totaling $371
 
million. Although we comply with our general underwriting criteria
on these loan participations and syndicated loans, these loans may have
 
a higher risk of loss than loans we originate and administer.
 
In such
transactions in which we are not the lead lender, we rely in part on the lead lender or
 
the agent, as the case may be, to monitor the
performance of the loan and provide information that we use to classify the loan
 
and associated loan loss provisions. If our underwriting or
monitoring of these loans is not sufficient, our nonperforming loans may increase
 
and our earnings may decrease.
 
Our levels of nonperforming assets could increase, which would
 
adversely affect our results of operations and financial
condition, and could result in losses in the future.
As of December 31, 2021, our nonperforming loans (which consist of nonaccrual
 
loans, loans past due 90 days or more and still
accruing interest and loans modified under troubled debt restructurings that are
 
not performing in accordance with their modified terms)
totaled $32 million and our nonperforming assets (which include
 
nonperforming loans plus other real estate owned) totaled $33 million.
However, we can give no assurance that our nonperforming assets will continue
 
to remain at these levels and we may experience increases in
nonperforming assets in the future. Nonperforming assets adversely affect
 
our management resources, net income, risk profile and capital
maintenance levels, efficiency ratio and returns on assets and equity,
 
any of which may adversely affect our business, financial condition and
results of operation.
Our allowance may not be adequate to cover actual loan losses.
A significant source of risk arises from the possibility that we could sustain losses due to loan defaults and nonperformance on
 
loans.
We maintain an allowance in accordance with GAAP to provide for such defaults and other nonperformance. As of December 31, 2021, our
allowance as a percentage of total loans was 1.37% and our allowance as a percentage
 
of nonperforming loans was 185.19%. The amount of
future losses is susceptible to changes in economic, operating and other
 
conditions, including changes in interest rates and the continuing
impact of the COVID-19 pandemic, many of which are beyond our control.
 
Our underwriting policies, adherence to credit monitoring
processes and risk management systems and controls may not prevent unexpected
 
losses. Our allowance may not be adequate to cover actual
loan losses. Moreover, any increase in our allowance will adversely affect our earnings
 
by decreasing our net income.
Determining the appropriate level of allowance is an inherently difficult
 
process based on numerous assumptions. In June 2016, the
Financial Accounting Standards Board issued ASU 2016-13,
Financial Instruments-Credit Losses
, which significantly altered the way the
allowance for credit losses is determined. The new Current Expected
 
Credit Losses (“CECL”) model will become effective for us, on January
1, 2022, the implementation date. Under the new CECL model, we will be required to use historical information,
 
current conditions and
reasonable forecasts to estimate the expected loss over the life of the loan.
Smaller commercial borrowers may have fewer resources, which
 
may impair their ability to repay loans.
 
We have many small- to medium-sized business customers, which frequently have
 
smaller market shares and fewer financial resources
(in terms of capital or borrowing capacity) than larger entities.
 
Accordingly, these businesses may be more vulnerable to economic
downturns, often need substantial additional capital to expand or compete,
 
and may experience substantial volatility in operating results, any
of which may impair a borrower’s ability to repay a loan. If these or other borrowers
 
are harmed by adverse business conditions, our
business, financial condition and results of operations could be adversely
 
affected.
20
We rely on our senior management team and may have difficulty
 
identifying, attracting and retaining necessary personnel,
which may divert resources and limit our ability to execute our business
 
strategy and successfully grow our business.
Our continued growth and successful operation of our business depends,
 
in large part, on our ability to hire and retain highly qualified
and motivated personnel at every level. Our senior management team has
 
significant industry experience, and their knowledge and
relationships would be difficult to replace in the event of departure or retirement of
 
senior managers.
 
We must also hire and retain qualified
banking personnel to continue to grow our business. Competition
 
for senior executives and skilled personnel in the financial services and
banking industry is significant, and costs associated with incenting and retaining
 
skilled personnel may be material and continue to increase.
If we are unable to hire and retain qualified personnel or successfully address management
 
succession issues, we may be unable to
successfully execute our business strategy and manage our growth, which
 
could have a material adverse effect on our business, financial
condition or results of operations.
We rely on short-term funding, which can be adversely affected by local and
 
general economic conditions.
As of December 31, 2021, approximately
 
$4 billion, or 87%, of our deposits consisted of demand, savings, money market, and
transaction accounts (including negotiable order of withdrawal accounts). The
 
approximately $1 billion remaining balance of deposits
consisted of certificates of deposit, of which approximately $538
 
million, or 11% of our total deposits, was due to mature within one year.
Based on our experience, we believe that our savings, money market and noninterest
 
-bearing accounts are relatively stable sources of funds.
Our ability to attract and maintain deposits, as well as our cost of funds, has been,
 
and will continue to be significantly affected by general
economic conditions. In addition, as market interest rates rise, we will have
 
competitive pressure to increase the rates we pay on deposits. If
we increase interest rates paid to retain deposits, our earnings may be adversely affected.
Our largest deposit relationships currently make up a significant percentage
 
of our deposits and the withdrawal of deposits
by our largest depositors could force us to fund our business through
 
more expensive and less stable sources.
At December 31, 2021, our 30 largest depositors accounted for 29%
 
of our total deposits and our five largest depositors accounted for
10% of our total deposits. Withdrawals of deposits by any one of our largest depositors
 
or by one of our related client groups could force us
to rely more heavily on borrowings and other sources of funding to meet business and
 
withdrawal demands, adversely affecting our net
interest margin and results of operations. Such circumstances may require
 
us raise deposit rates to attract new deposits and rely more heavily
on other funding sources that could be more expensive and less stable.
 
Under applicable regulations, if the Company was no longer
 
“well-
capitalized,” we would be required to obtain FDIC approval to accept
 
brokered deposits and could also be subject to a deposit rate cap
prohibiting us from paying in excess of 75 basis points above national deposit rates.
Liquidity risk could impair our ability to fund operations and meet our
 
obligations as they become due, and failure to
maintain sufficient liquidity could materially adversely affect our growth,
 
business, profitability and financial condition.
Liquidity is essential to our business, sufficient levels of which are required
 
to fund asset growth, serve client demand for loans, pay
our debt obligations, and meet other cash commitments. Liquidity risk is the potential
 
that we will be unable to meet our obligations as they
come due because of an inability to liquidate assets or obtain adequate
 
funding without adverse conditions or consequences. Liquidity risk
can increase due to a number of factors, including an over-reliance on a particular
 
source of funding, market-wide phenomena such as market
dislocation and major disasters, and a high concentration of large
 
depositors.
 
The Bank’s primary funding source is client deposits. Other
sources of funding may include advances from the Federal Home Loan Bank
 
(“FHLB”), the Federal Reserve Bank of Kansas City (“FRB”),
and our acquisition of brokered deposits, internet subscription certificates of deposit,
 
and reciprocal deposits through the Intrafi Network.
Although the Bank has historically been able to replace maturing deposits
 
and advances as necessary, it might not be able to replace such
funds in the future. An inability to raise funds through deposits, borrowings, the sale of loans, securities and other sources could
 
have a
substantial negative effect on liquidity. Any substantial, unexpected or prolonged change in the level or cost of
 
liquidity could have a material
adverse effect on our financial condition and results of operations, and could
 
impair our ability to fund operations and meet our obligations as
they become due and could jeopardize our financial condition.
 
Our historical growth rate and performance may not be indicative of
 
our future growth or financial results and our ability to
continue to grow is dependent upon our ability to effectively manage
 
the increases in scale of our operations.
We may not be able to sustain our historical rate of growth or grow our business at all. Additionally, we may not be able
 
to maintain
historical levels of expenses. Consequently, our historical results of operations
 
will not necessarily be indicative of our future operations.
21
We may not be able to maintain sufficient capital in the future, which
 
may adversely affect our financial condition, liquidity,
results of operations, and our ability to maintain regulatory compliance.
Our business strategy calls for continued growth. We may need to raise additional capital in
 
the future to support our continued
growth and to maintain our required regulatory capital levels. Our ability
 
to raise additional capital depends on conditions in the capital
markets, economic conditions, and a number of other factors, including investor
 
perceptions regarding the banking industry, market
conditions and governmental activities, our financial condition and performance,
 
and competition with other financial institutions for capital
sources. We cannot guarantee that we will be able to raise additional capital in the future
 
on acceptable terms, which may adversely affect our
liquidity, growth strategy, financial condition and results of operations.
We face strong competition from banks, credit unions, Financial
 
Technology Company (“FinTech”) and other financial
services providers that offer banking services, which may limit our ability
 
to attract and retain banking clients.
Competition in the banking industry generally, and in our primary markets
 
specifically, is intense. Competitors include banks and
other financial services providers, such as savings and loan institutions, brokerage
 
firms, credit unions, mortgage banks, and other financial
intermediaries. In particular, we compete with larger national and
 
regional financial institutions, whose greater resources afford them many
competitive advantages.
 
Such resources may enable our competitors to achieve larger economies of
 
scale; offer more services; spend more
on advertising and technological investments; offer better lending rates to clients;
 
better diversify their loan portfolio; and have less
vulnerability to downturns in local economies and real estate markets.
 
If we are unable to offer competitive products and services as quickly
as our larger competitors, our business may be negatively affected. We also compete
 
against community banks, credit unions and nonbank
financial services companies with strong local ties to small- and
 
medium-sized businesses that we target, and we may be unable to attract and
retain such clients as effectively as these smaller competitors.
 
Additionally, we face growing competition from so-called “online
 
businesses”
with few or no physical locations, including financial technology companies,
 
online banks, lenders and consumer and commercial lending
platforms, and automated retirement and investment service providers.
 
New technology and other changes increasingly allow parties to
effectuate online financial transactions with little to no involvement from
 
banks, including bill payment, funds transfers, and maintenance of
funds in brokerage accounts or mutual funds that would have historically been
 
held as bank deposits.
 
The process of eliminating banks as
intermediaries, known as “disintermediation,” could reduce our
 
income from fees and deposits.
 
Ultimately, we may be unable to compete
successfully against current and future competitors, which may reduce
 
our revenue stream and prevent us from growing our loan and deposit
portfolios, any of which may adversely affect our results of operations and financial
 
condition.
 
Our risk management framework may not be effective in mitigating
 
risks or losses to us, and we may incur losses due to
ineffective risk management processes and strategies.
Our risk management framework is comprised of various processes, systems and
 
strategies designed to manage our risk exposure,
including credit, market, liquidity, interest rate, operational, reputation,
 
business, and compliance risks. Our framework also includes
financial or other modeling methodologies that involve highly subjective
 
management assumptions and judgment. Our risk management
framework may not be effective under all circumstances and may not
 
adequately mitigate risks or losses, which could result in adverse
regulatory consequences and unexpected losses and our business, financial
 
condition, results of operations or growth prospects could be
materially and adversely affected. We may also be subject to potentially adverse regulatory consequences.
We are required to make significant judgments, assumptions and estimates
 
in the preparation of our financial statements and
our judgments, assumptions and estimates may not be accurate.
The preparation of financial statements and related disclosures in conformity
 
with GAAP requires us to make judgments, assumptions
and estimates that affect the amounts reported in our consolidated financial
 
statements and accompanying notes. Our critical accounting
policies, which are included in the section captioned “Management’s Discussion
 
and Analysis of Financial Condition and Results of
Operations,” describe those significant accounting policies and methods
 
used in the preparation of our consolidated financial statements that
we consider “critical” because they require judgments, assumptions, and estimates
 
that materially affect our consolidated financial statements
and related disclosures. As a result, if future events or regulatory views concerning such analysis differ significantly
 
from the judgments,
assumptions, and estimates in our critical accounting policies, those events
 
or assumptions could have a material impact on our consolidated
financial statements and related disclosures, in each case resulting in our need
 
to revise or restate prior period financial statements, cause
damage to our reputation and the price of our common stock and adversely
 
affect our business, financial condition and results of operations.
If we fail to maintain effective internal control over financial reporting,
 
we may not be able to report accurate and timely
financial results, which may cause material harm to our business.
Our management team is responsible for establishing and maintaining
 
adequate internal control over financial reporting and for
evaluating and reporting on that system of internal control. Our internal
 
control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting
 
and the preparation of financial statements for external purposes in
accordance with GAAP. As a public
 
company, we are required to comply with the Sarbanes-Oxley Act and other rules that govern public
22
companies. Unless we remain an EGC and elect additional transitional relief available
 
to EGCs, our independent registered public accounting
firm may be required to report on the effectiveness of our internal control over financial
 
reporting beginning as of that annual report on Form
10-K. We will continue to periodically test and update, as necessary, our internal control
 
systems, including our financial reporting controls.
Our actions, however, may not be sufficient to result in an effective internal
 
control environment, and any future failure to maintain effective
internal control over financial reporting could impair the reliability of our
 
financial statements which in turn could harm our business, impair
investor confidence in the accuracy and completeness of our financial reports and
 
our access to the capital markets, cause the price of our
common stock to decline and subject us to regulatory penalties.
Failure to keep pace with technological change could adversely affect
 
our business.
Advances and changes in technology could significantly affect our business, financial
 
condition, results of operations, and future
prospects. The financial services industry is continually undergoing rapid technological
 
change with frequent introductions of new
technology-driven products and services. Failure to successfully keep pace
 
with technological change affecting our industry could harm our
ability to compete effectively. Many of our competitors have substantially
 
greater resources to invest in technological improvements. We face
many challenges, including the increased demand to provide clients electronic
 
access to their accounts and the cost and implementation of
systems to perform electronic banking transactions. Our ability to compete
 
depends on our ability to continue to adapt technology on a timely
and cost-effective basis to meet these demands. We may not be able to effectively or timely implement
 
new technology-driven products and
services or be successful in marketing these products and services to our clients. As these technologies are improved
 
in the future, we may be
required to make significant capital expenditures in order to remain competitive,
 
which may increase our overall expenses and have a
material adverse effect on our business, financial condition, results of operations
 
and cash flows.
We are exposed to cybersecurity threats and potential security breaches,
 
and our efforts to minimize or respond to such
threats may not be effective to prevent significant harm to the Company.
We conduct a portion of our business over the Internet. We rely heavily upon data processing,
 
software, communications and
information systems from a number of third parties to conduct our business. Our
 
business involves the storage and transmission of clients’
proprietary information and security breaches could expose us to a risk of
 
loss or misuse of such information, litigation and potential liability.
Our operations are vulnerable to disruptions from human error, natural
 
disasters, power loss, computer viruses, spam attacks, denial of
service attacks, unauthorized access, and other unforeseen events. Undiscovered
 
data corruption could render our client information
inaccurate. Third-party or internal systems and networks may fail to operate
 
properly or become disabled due to deliberate attacks or
unintentional events. Security breaches and cyberattacks may cause
 
significant increases in operating costs, including the costs of
compensating clients for any resulting losses they may incur and the
 
costs and capital expenditures required to correct the deficiencies in and
strengthen the security of data processing and storage systems.
 
While we believe we are in compliance with all applicable privacy and data
 
security laws, an incident could put our client
confidential information at risk and expose us to significant liability. We
 
have been the target of data and cyber security attacks and
 
may
experience attacks in the future. While we have not experienced a material
 
cyber-incident or security breach that has been successful in
compromising our data or systems to date, we can never be certain that all of our
 
systems are entirely free from vulnerability to breaches of
security or other technological difficulties or failures. The
 
perpetual evolution of known cyber-threats requires us to devote significant
resources to maintain, regularly update and backup our data security
 
systems and processes, as we may not be able to anticipate, or
effectively implement preventative measures against, all cyber-attacks. A security breach or other cyber-incident could have an adverse
impact on, among other things, our revenue, ability to attract and maintain clients
 
and our reputation. In addition, a security breach could also
subject us to additional regulatory scrutiny and expose us to civil litigation and
 
possible financial liability, all of which could have a material
adverse effect on our business, financial condition and results of operati
 
ons.
We rely on client, counterparty and third-party information, which subjects
 
us to risks if that information is not accurate or
is incomplete.
In deciding whether to extend credit or enter into other transactions with clients and
 
counterparties, we rely on information furnished
to us by or on behalf of clients and counterparties, including financial statements and
 
other financial information. We also rely on
representations of clients and counterparties as to the accuracy and completeness
 
of that information and, with respect to financial statements,
on reports of independent auditors. While we have a practice of seeking to independently verify
 
client information that we use in deciding
whether to extend credit or to agree to a loan modification, including employment,
 
assets, income and credit score, not all client information
is independently verified, and if any of the information that is independently verified
 
(or any other information considered in the loan review
process) is misrepresented and such misrepresentation is not detected prior
 
to loan funding, the value of the loan may be significantly lower
than expected. Whether a misrepresentation is made by the applicant, another third party
 
or one of our employees, we generally bear the risk
of loss associated with the misrepresentation. We may not detect all misrepresented information
 
in our approval process. Any such
misrepresented information could adversely affect our business, financial condition
 
and results of operations.
23
We are subject to certain operating risks related to employee error and
 
client, employee and third-party misconduct, which
could harm our reputation and business.
Employee error or employee and client misconduct could subject us to financial
 
losses or regulatory sanctions and seriously harm our
reputation. Misconduct by our employees could include hiding unauthorized
 
activities from us, improper or unauthorized activities on behalf
of our clients or improper use of confidential information. It is not always possible to
 
prevent employee error or misconduct, and the
precautions we take to prevent and detect this activity may not be effective in
 
all cases. Because the nature of the financial services business
involves a high volume of transactions, certain errors may be repeated
 
or compounded before they are discovered and successfully rectified.
Our necessary dependence upon processing systems to record and process
 
transactions and our large transaction volume may further increase
the risk that employee errors, tampering or manipulation of those systems will result in
 
losses that are difficult to detect. Employee error or
misconduct could also subject us to financial claims. If our internal control
 
systems fail to prevent or detect an occurrence, it could have a
material adverse effect on our business, financial condition and results of
 
operations.
 
Fraudulent activity could damage our reputation, disrupt our businesses,
 
increase our costs and cause losses.
 
As a financial institution, we are inherently exposed to operational risk in the
 
form of theft and other fraudulent activity by employees,
clients and other third parties targeting us and our clients or data. Such activity
 
may take many forms, including check fraud, electronic fraud,
wire fraud, phishing, social engineering, and other dishonest acts. Although the Company devotes substantial resources
 
to maintaining
effective policies and internal controls to identify and prevent such incidents,
 
given the increasing sophistication of possible perpetrators, the
Company may experience financial losses or reputational harm as a result of
 
fraud. In addition, we may be required to make significant
capital expenditures in order to modify and enhance our protective measures or
 
to investigate and remediate fraudulent activity. Although we
have not experienced any material business or reputational harm as a result of fraudulent
 
activities in the past, the occurrence of fraudulent
activity could damage our reputation, disrupt our business, increase
 
our costs and cause losses in the future.
Our operations could be interrupted if our third-party service providers
 
experience difficulty, terminate their services or fail
to comply with banking regulations.
We depend, to a significant extent, on a number of relationships with third-party
 
service providers. Specifically, we receive core
systems processing, essential web hosting and other internet systems, loan
 
and deposit processing, and other processing services from
 
third-
party service providers. If these third-party service providers experience
 
financial, operational or technological difficulties or terminate their
services and we are unable to replace them with other service providers, our
 
operations could be interrupted. If an interruption were to
continue for a significant period of time, our business, financial condition
 
and results of operations could be adversely affected, perhaps
materially. Even if we are able to replace our service providers, it may be at a higher cost to
 
us, which could adversely affect our business,
financial condition and results of operations.
We follow a relationship-based operating model and negative public opinion
 
could damage our reputation and adversely
impact our earnings.
Reputation risk, or the risk to our business, earnings and capital from negative
 
public opinion, is inherent in our business. Negative
public opinion can result from our actual or alleged conduct in any number
 
of activities, including lending practices, corporate governance
and acquisitions, and from actions taken by government regulators and
 
community organizations in response to those activities. Negative
public opinion can adversely affect our ability to keep and attract clients and employees
 
and can expose us to litigation and regulatory action
and adversely affect our results of operations. Although we take steps to minimize reputation risk in dealing with our
 
clients and
communities, this risk will always be present given the nature of our business.
If third parties infringe upon our intellectual property or if we were
 
to infringe upon the intellectual property of third parties,
we may expend significant resources enforcing or defending our rights or
 
suffer competitive injury.
We rely on a combination of copyright, trademark, trade secret laws, and confidentiality
 
provisions to establish and protect our
intellectual property rights. If we fail to successfully maintain, protect and
 
enforce our intellectual property rights, our competitive position
could suffer. Similarly, if we were to infringe on the intellectual property rights of
 
others, our competitive position could suffer. Third parties
may challenge, invalidate, circumvent, infringe or misappropriate our intellectual
 
property, or such intellectual property may not be sufficient
to permit us to take advantage of current market trends or otherwise to provide
 
competitive advantages, which could result in costly redesign
efforts, discontinuance of certain product or service offerings or other
 
competitive harm.
We may also be required to spend significant resources to monitor and police our
 
intellectual property rights. Some of our competitors
may independently develop similar technology, duplicate our products
 
or services or design around our intellectual property, and in such
cases we may not be able to assert our intellectual property rights against such parties.
 
Further, our contractual arrangements may not
effectively prevent disclosure of our confidential information or provide
 
an adequate remedy in the event of unauthorized disclosure of our
confidential or proprietary information. We may have to litigate to enforce or determine
 
the scope and enforceability of our intellectual
 
24
property rights, trade secrets and know-how, which could be time-consuming
 
and expensive, could cause a diversion of resources and may
not prove successful. The loss of intellectual property protection or the inability
 
to obtain rights with respect to third-party intellectual
property could harm our business and ability to compete. In addition,
 
because of the rapid pace of technological change in our industry,
aspects of our business and our products and services rely on technologies developed
 
or licensed by third parties, and we may not be able to
obtain or continue to obtain licenses and technologies from these third parties on reasonable
 
terms or at all.
 
We may be exposed to risk of environmental liabilities or failure to comply with
 
regulatory requirements with respect to
properties to which we take title.
In the course of our business, we may foreclose and take title to real estate, and
 
these properties could subject us to environmental
liabilities and other federal, state or local regulatory requirements, such as the Americans with Disabilities Act. We do not know whether
existing requirements will change or whether compliance with future requirements
 
will involve significant expenditures. We may be held
liable to a governmental entity or to third parties for property damage, personal
 
injury, investigation and clean-up costs incurred by these
parties in connection with environmental contamination, or we may be
 
required to investigate or clean up hazardous or toxic substances, or
chemical releases at a property. The costs associated with these investigation or remediation activities
 
could be substantial. In addition, if we
are the owner or former owner of a contaminated site, we may be subject to claims
 
and damages from third parties related to environmental
contamination emanating from the property. If we ever become subject
 
to significant environmental liabilities or costs or fail to comply with
regulatory requirements with respect to these properties, our business, financial
 
condition, liquidity and results of operations could be
materially and adversely affected.
The costs and effects of litigation, investigations or similar matters,
 
or adverse facts and developments related thereto, could
materially affect our business, operating results and financial condition.
We may be involved from time to time in a variety of litigation, investigations or
 
similar matters arising out of our business. It is
inherently difficult to assess the outcome of these matters, and we may
 
not prevail in proceedings or litigation.
 
Insurance may not cover all
such claims or losses, our indemnification rights may not be honored, and
 
we may suffer damage to our reputation, regardless of the merit or
eventual outcome of a claim.
 
The ultimate judgments or settlements in any litigation or investigation could
 
have a material adverse effect on
our business, financial condition and results of operations. In addition,
 
premiums for insurance covering the financial and banking sectors
 
are
rising. We may not be able to obtain appropriate types or levels of insurance in the future, nor may
 
we be able to obtain adequate replacement
policies with acceptable terms or at historic rates, if at all.
Financial counterparties expose the Company to risks.
We maintain correspondent bank relationships, manage certain loan
 
participations, engage in securities transactions and engage in
other activities with financial counterparties that are customary to our
 
industry. Many of these transactions expose us to counterparty credit,
liquidity and/or reputational risk in the event of default by the counterparty,
 
negative publicity, and complaints about the counterparty or the
financial services industry in general. Although we seek to manage these risks through internal controls and procedures,
 
we may experience
loss or interruption of business, damage to our reputation, or incur
 
additional costs or liabilities as a result of unforeseen events with these
counterparties. Any financial cost, liability or reputational damage could have a material adverse effect on our business,
 
which in turn, could
have a material adverse effect on our financial condition and results of operations.
Severe weather, natural disasters, pandemics, and other external events could
 
significantly impact our business.
Severe weather, including tornadoes, droughts, hailstorms and
 
other natural disasters, pandemics, such as the recent outbreak of
COVID-19, acts of war or terrorism and other adverse external events could have
 
a significant impact on our ability to conduct business.
Such events could affect the stability of our deposit base, impair the ability of borrowers
 
to repay outstanding loans, impair the value of
collateral securing loans, cause significant property damage, result in
 
loss of revenue or cause us to incur additional expenses. Operations in
our markets could be disrupted by both the evacuation of large portions
 
of the population as well as damage or lack of access to our banking
and operation facilities. Other severe weather or natural disasters, pandemics,
 
acts of war or terrorism or other adverse external events may
occur in the future. Although management has established business continuity plans and procedures, the occurrence
 
of any such events could
have a material adverse effect on our business, financial condition and results of
 
operations.
Risks Relating to Our Regulatory Environment
We are subject to extensive regulation, which increases the cost and
 
expense of compliance and could limit or restrict our
activities, which in turn may adversely impact our earnings and ability
 
to grow.
We operate in a highly regulated environment and are subject to regulation,
 
supervision and examination by a number of governmental
regulatory agencies, including, with respect to the Bank, the FDIC and the OSBCK and,
 
with respect to the Company, the Federal Reserve.
Regulations adopted by these agencies govern a comprehensive range
 
of matters relating to ownership and control of our shares, our
25
acquisition of other companies and businesses, permissible activities for us
 
to engage in, maintenance of adequate capital levels, dividend
payments and other aspects of our operations. Bank regulators possess broad authority
 
to prevent or remedy unsafe or unsound practices or
violations of law. If, as a result of an examination, a banking agency determines
 
that an aspect of our operations were unsatisfactory, or that
we were, or our management was, in violation of any law or regulation, they may take
 
a number of different remedial actions as they deem
appropriate. These actions include the power to enjoin ‘‘unsafe or unsound’’ practices, to require affirmative action to correct any conditions
resulting from any violation or practice, to issue an administrative order that
 
can be judicially enforced, to direct an increase in our capital, to
restrict our growth, to assess civil money penalties against us, our officers
 
or directors, to fine or remove officers and directors and, if it is
concluded that such conditions cannot be corrected or there is an imminent
 
risk of loss to depositors, to terminate the Bank’s FDIC deposit
insurance and place the Bank into receivership or conservatorship. Any regulatory action against us could
 
have a material adverse effect on
our business, financial condition and results of operations.
Government policy, legislation and regulation, particularly monetary
 
policy from the Federal Reserve, significantly affect economic
growth and financial operations, including our distribution of credit, bank
 
loans, investments, deposits, product offerings and disclosures,
interest rates and bankruptcy proceedings for consumer residential real
 
estate mortgages. The laws and regulations applicable to the banking
industry could change at any time and we cannot predict the effects of these changes
 
on our business, profitability or growth strategy.
Increased regulation could increase our cost of compliance, adversely
 
affect profitability and inhibit our ability to conduct business consistent
with historical performance. If we do not comply with governmental regulations,
 
we may be subject to fines, penalties, lawsuits or material
restrictions on our businesses and growth that may damage our reputation
 
and adversely affect our business operations. Proposed legislative
and regulatory actions may not occur within expected time frames, or at all, which
 
creates additional uncertainty for our business and
industry.
 
Accordingly, legislative and regulatory actions taken now or in the future could
 
have a material adverse impact our business,
financial condition and results of operation.
Many of our expansion and growth plans require regulatory approvals,
 
and failure to obtain them may restrict our growth.
As part of our growth strategy, we may expand our business by pursuing
 
strategic acquisitions of financial institutions, adding
branches and other complementary businesses. Generally, we must receive
 
federal and state regulatory approval before we can acquire an
FDIC-insured depository institution or related business. In determining
 
whether to approve a proposed acquisition, federal and state banking
regulators will consider, among other factors, the effect of the acquisition
 
on competition, our financial condition, our future prospects and
the impact of the proposal on U.S. financial stability. The regulators also review current
 
and projected capital ratios, the competence,
experience and integrity of management and its record of compliance with laws and
 
regulations, the convenience and needs of the
communities to be served and the effectiveness of the acquiring institution
 
in combating money laundering activities.
 
The Federal Reserve may require the Company to commit capital resources
 
to support the Bank.
As a matter of policy, the Federal Reserve expects a bank holding company to act as a source
 
of financial and managerial strength to
its subsidiary banks.
 
The Federal Reserve may charge the bank holding company with engaging
 
in unsafe and unsound practices for failure
to adequately commit resources to a subsidiary bank. Accordingly, we may be required to make capital injections into
 
a troubled subsidiary
bank, even if such contribution creates a detriment to the Company or its stockholders.
 
If we do not have sufficient resources on hand to fund
the capital injection, we may be required borrow funds or raise capital.
 
Any such loans are subordinate in right of payment to deposits and
 
to
certain indebtedness of the subsidiary bank. In the event of bankruptcy of
 
the bank holding company, claims based upon any commitments to
fund capital injections are entitled to a priority of payment over claims made
 
by general unsecured creditors, including holders of
indebtedness. Thus, any borrowing incurred by the Company to make required capital
 
injections to the Bank are difficult and expensive, and
will adversely impact our financial condition, results of operations and future
 
prospects. Additionally, under the Financial Institutions Reform
Recovery and Enforcement Act of 1989 (“FIRREA”), losses caused by a failing bank subsidiary might be charged
 
to the capital of an affiliate
bank. Moreover, any bank operating under the Company’s common control
 
may also be required to contribute capital to a failing affiliate
bank within the Company’s control group. This is known as FIRREA’s “cross-guarantee”
 
provision. The Company currently has one bank
subsidiary.
The Company and the Bank are subject to stringent capital requirements
 
that may limit our operations and potential growth.
The Company and the Bank are subject to various regulatory capital requirements.
 
Failure to meet minimum capital requirements will
result in certain mandatory and discretionary actions by regulators that, if undertaken,
 
could have a direct material effect on our financial
statements. Under capital adequacy guidelines and the regulatory
 
framework for prompt corrective action, the Company and the
 
Bank must
meet specific capital guidelines that involve quantitative measures of our
 
assets, liabilities and certain off-balance sheet commitments as
calculated under these regulations. In order to be a “well-capitalized” depository
 
institution under prompt corrective action standards (but
without taking into account the capital conservation buffer requirement described
 
below), a bank must maintain a CET1 risk-based capital
ratio of 6.5% or more, a tier 1 risk-based capital ratio of 8.0% or more, a total
 
risk-based capital ratio of 10.0% or more and a leverage ratio
of 5.0% or more (and is not subject to any order or written directive specifying
 
any higher capital ratio). The failure to meet the established
capital requirements under the prompt corrective action framework could result
 
in one or more of our regulators placing limitations or
conditions on our activities, including our growth initiatives, or restricting
 
the commencement of new activities, and such failure could
subject us to a variety of enforcement remedies available to the federal
 
regulatory authorities, including limiting our ability to pay dividends,
26
issuing a directive to increase our capital and terminating the Bank’s FDIC deposit insurance,
 
which is critical to the continued operation of
the Bank.
 
Due to the completed phase-in of a capital conservation buffer requirement,
 
the Company and the Bank must effectively maintain a
CET1 capital ratio of 7.0% or more, a tier 1 risk-based capital ratio of 8.5% or more,
 
a total risk-based capital ratio of 10.5% or more and, for
the Bank, a leverage ratio of 5.0% or more and for the Company, a leverage ratio
 
of 4.0% or more. Many factors affect the calculation of our
risk-based assets and our ability to maintain the level of capital required to achieve acceptable
 
capital ratios, such as increases to our risk-
weighted assets, loan impairments, loan losses exceeding the amount reserved
 
for such losses and other factors that decrease our capital,
thereby reducing the level of the applicable ratios. Our failure to remain
 
well-capitalized could affect client and investor confidence, our
ability to grow, our costs of funds, the interest rates that we pay on deposits, FDIC insurance
 
costs, our ability to pay dividends on common
stock, our ability to make acquisitions, and our business, results of operations
 
and financial condition.
 
Higher FDIC deposit insurance premiums and assessments could adversely
 
affect our financial condition.
Our deposits are insured up to applicable limits by the DIF and are subject
 
to deposit insurance assessments to maintain deposit
insurance. As an FDIC-insured institution, we are required to pay quarterly deposit insurance premium assessments to the
 
FDIC. Although
we cannot predict what the insurance assessment rates will be in the future, either a deterioration
 
in our risk-based capital ratios or
adjustments to the base assessment rates could have a material adverse impact
 
on our business, financial condition, results of operations and
cash flows.
We face a risk of noncompliance and enforcement action with respect to
 
the Bank Secrecy Act and other anti-money
laundering statutes and regulations.
The BSA, the PATRIOT Act and other laws and regulations require financial institutions, among other duties, to institute and
 
maintain
an effective anti-money laundering program and to file reports such as suspicious
 
activity reports and currency transaction reports. Violation
of such requirements may result in significant civil money penalties imposed
 
by federal banking agencies and Financial Crimes Enforcement
Network, which agencies have recently engaged in coordinated enforcement
 
efforts against banks and other financial services providers with
the U.S. Department of Justice (“DOJ”), the Drug Enforcement Administration and the IRS. We are also subject to increased
 
scrutiny of
compliance with the rules enforced by the OFAC, which may require sanctions
 
for dealing with certain persons or countries. If the policies,
procedures and systems of our company, or any of our subsidiaries, are
 
deemed deficient, we would be subject to fines and regulatory
actions, which may include restrictions on our ability to pay dividends and
 
requirements to obtain regulatory approvals to proceed with
certain aspects of our business plan, including our acquisition plans.
 
Failure to maintain and implement adequate programs to combat money
laundering and terrorist financing could also have serious reputational consequences
 
for us. Any of these results could have a material
adverse effect on our business, financial condition, results of operations
 
and growth prospects.
 
Regulations relating to privacy, information security and data protection
 
could increase our costs, affect or limit how we
collect and use personal information and adversely affect our business
 
opportunities.
We are subject to various privacy, information security and data protection laws, including
 
requirements concerning security breach
notification, and we could be negatively impacted by these laws. For example,
 
our business is subject to the Gramm-Leach-Bliley Act which,
among other things: (i) imposes certain limitations on our ability to share non-public
 
personal information about our clients with non-
affiliated third parties; (ii) requires that we provide certain disclosures to clients about
 
our information collection, sharing and security
practices and afford clients the right to “opt out” of any information sharing by us with
 
non-affiliated third parties (with certain exceptions);
and (iii) requires that we develop, implement and maintain a written comprehensive
 
information security program containing safeguards that
are appropriate based on our size and complexity, the nature and scope of
 
our activities and the sensitivity of client information we process,
as well as plans for responding to data security breaches. Many state and federal
 
banking regulators, states and foreign countries have also
enacted data security breach notification requirements with varying levels
 
of individual, consumer, regulatory or law enforcement
notification in certain circumstances in the event of a security breach. Moreover,
 
legislators and regulators in the United States and other
countries are increasingly adopting or revising privacy, information security
 
and data protection laws that potentially could have a significant
impact on our current and planned privacy, data protection and information
 
security-related practices, our collection, use, sharing, retention
and safeguarding of client or employee information, and some of our current or
 
planned business activities. This could also increase our costs
of compliance and business operations and could reduce income from certain
 
business initiatives. This includes increased privacy-related
enforcement activity at the federal level by the Federal Trade Commission, as well as at the state level.
Compliance with current or future privacy, data protection and information
 
security laws (including those regarding security breach
notification) affecting client or employee data to which we are subject could result
 
in higher compliance and technology costs and could
restrict our ability to provide certain products and services, which could have
 
a material adverse effect on our business, financial conditions
or results of operations. Our failure to comply with privacy, data protection and
 
information security laws could result in potentially
significant regulatory or governmental investigations or actions, litigation,
 
fines, sanctions and damage to our reputation, which could have a
material adverse effect on our business, financial condition or results of
 
operations.
 
27
 
We face increased risk under the terms of the CRA
 
as we accept additional deposits in new geographic markets.
Under the terms of the CRA, each appropriate federal bank regulatory
 
agency is required, in connection with its examination of a
bank, to assess such bank’s record in assessing and meeting the credit needs of
 
the communities served by that bank, including low- and
moderate-income neighborhoods. During these examinations, the regulatory
 
agency rates such bank’s compliance with the CRA as
“Outstanding,” “Satisfactory,” “Needs to Improve” or “Substantial Noncompliance.”
 
The Bank had a CRA rating of “Satisfactory” as of its
most recent CRA assessment. The regulatory agency’s assessment of an institution’s record is part of the regulatory agency’s consideration
 
of
applications to acquire, merge or consolidate with another banking
 
institution or its holding company, or to open or relocate a branch office.
As we accept additional deposits in new geographic markets, we will be required
 
to maintain an acceptable CRA rating, which may be
difficult.
We are subject to numerous laws designed to protect consumers, including
 
the CRA and fair lending laws,
 
and failure to
comply with these laws could lead to a wide variety of sanctions.
The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose
nondiscriminatory lending requirements on financial institutions. The U.S. Department
 
of Justice and other federal agencies are responsible
for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under the CRA or fair lending
laws and regulations could result in a wide variety of sanctions, including damages
 
and civil money penalties, injunctive relief, restrictions
on mergers and acquisitions activity, restrictions on expansion and restrictions
 
on entering new business lines. Private parties may also have
the ability to challenge an institution’s performance under fair lending
 
laws in private class action litigation. Such actions could have a
material adverse effect on our business, financial condition, results of operations
 
and future prospects. We may be subject to liability for
potential violations of predatory lending laws, which could adversely impact
 
our results of operations, financial condition and business.
 
Risks Related to Our Common Stock
The price of our common stock could be volatile.
The market price of our common stock may be volatile and could be subject
 
to wide price fluctuations in response to various
factors, some of which are beyond our control. These factors include, among other
 
things, actual or anticipated variations in our quarterly or
annual results of operations; recommendations by securities analysts; operating
 
performance or fluctuations in the stock price performance of
other companies that investors deem comparable to us; news reports relating
 
to trends, concerns and other issues in the financial services
industry generally; conditions in the banking industry such as credit quality
 
and monetary policies; domestic and international economic
factors unrelated to our performance; perceptions, general market conditions
 
and, in particular, developments related to market conditions for
the financial services industry; loss of investor confidence in the market
 
for stocks; new technology used, or services offered, by competitors;
loss of investor confidence and changes in government regulations. If any of
 
the foregoing occurs, it could cause our stock price to fall and
may expose us to lawsuits that, even if unsuccessful, could be costly to defend
 
and be a distraction to management.
Kansas law and the provisions of our articles of incorporation and bylaws
 
may have an anti-takeover effect, and there are
substantial regulatory limitations on changes of control of bank holding
 
companies.
Kansas corporate law and provisions of our articles of incorporation and our bylaws
 
could make it more difficult for a third party to
acquire us, even if doing so would be perceived to be beneficial by our stockholders.
 
Furthermore, with certain limited exceptions, federal
regulations prohibit a person or company or a group of persons deemed to be
 
“acting in concert” from, directly or indirectly, acquiring more
than 10% (5% if the acquirer is a bank holding company) of any class of our voting
 
stock or obtaining the ability to control in any manner the
election of a majority of our directors or otherwise direct the management
 
or policies of our Company without prior notice or application to
and the approval of the Federal Reserve. Accordingly, prospective investors need to be aware of and comply with
 
these requirements, if
applicable, in connection with any purchase of shares of our common stock.
 
Collectively, provisions of our articles of incorporation and
bylaws and other statutory and regulatory provisions may delay, prevent or
 
deter a merger, acquisition, tender offer, proxy contest or other
transaction that might otherwise result in our stockholders receiving
 
a premium over the market price for their common stock. Moreover, the
combination of these provisions effectively inhibits certain business combinations,
 
which, in turn, could adversely affect the market price of
our common stock.
Future equity issuances could result in dilution, which could cause
 
the price of our shares of common stock to decline.
We are generally not restricted from issuing additional shares of stock, up
 
to the 200,000,000 shares of voting common stock and
5,000,000 shares of preferred stock authorized in our articles of incorporation.
 
In addition, we may issue additional shares of our common
stock in the future pursuant to current or future equity compensation plans, upon
 
conversions of preferred stock or debt, upon exercise of
warrants or in connection with future acquisitions or financings. If we choose to
 
issue additional shares of our common stock, or securities
28
convertible into shares of our common stock, for any reason, the issuance would
 
have a dilutive effect on the holders of our common stock
and could have a material negative effect on the market price of our common stock.
We may issue shares of preferred stock in the future, which could
 
make it difficult for another company to acquire us or
could otherwise adversely affect holders of our common stock.
Our articles of incorporation authorize us to issue up to 5,000,000 shares
 
of one or more series of preferred stock. Our Board of
Directors has the power to set the terms of any series of preferred stock that may
 
be issued, including voting rights, dividend rights,
conversion rights, preferences over our voting common stock with respect
 
to dividends or in the event of a dissolution, liquidation or winding
up and other
 
terms. If we issue preferred stock in the future that has preference over our common stock
 
with respect to payment of dividends
or upon our liquidation, dissolution or winding up, the rights of the holders
 
of our common stock or the market price of our common stock
could be adversely affected.
Our dividend policy may change without notice, and our future ability
 
to pay dividends is subject to restrictions.
Holders of our common stock are entitled to receive only such dividends as our
 
Board of Directors may declare out of funds legally
available for such payments. The Federal Reserve has indicated that bank holding
 
companies should carefully review their dividend policy in
relation to the organization’s
 
overall asset quality, current and
 
prospective earnings, and capital level, composition and quality.
 
Furthermore,
the Federal Reserve may prohibit payment of dividends that are deemed
 
unsafe or unsound practice.
 
Accordingly, any declaration and
payment of dividends on our common stock will depend upon many factors,
 
including our earnings and financial condition, liquidity and
capital requirements, the general economic and regulatory climate, our
 
ability to service any equity or debt obligations senior to our common
stock, our capital management policies and strategic plans; our growth initiatives;
 
and other factors deemed relevant by our Board of
Directors.
 
Any such factor could adversely affect the amount of dividends, if any, paid to our
 
common stockholders. If declared, dividends
will be payable to the holders of shares of our common stock on a pro rata basis in accordance
 
with their shares held. If preferred shares are
issued, such shares may be entitled to priority over the common shares as to dividends.
 
Other than the stock dividend provided to our
stockholders pursuant to our two-for-one stock split in 2018, we have no history
 
of paying dividends to holders of our common stock.
We are a bank holding company and our only source of cash, other
 
than further issuances of securities, is distributions from
our wholly-owned subsidiaries.
We are a bank holding company with no material activities other than activities incidental
 
to holding the common stock of the Bank.
Our principal source of funds to pay distributions on our common
 
stock and service any of our obligations, other than further issuances of
securities, would be dividends received from our wholly-owned
 
subsidiaries. Furthermore, our wholly-owned subsidiaries are not obligated
to pay dividends to us, and any dividends paid to us would depend on the earnings or
 
financial condition of our wholly-owned subsidiaries
and various business considerations. As is the case with all financial institutions, the profitability of our wholly-owned
 
subsidiaries is subject
to the fluctuating cost and availability of money, changes in interest rates and economic
 
conditions in general. In addition, various federal and
state statutes limit the amount of dividends that our wholly-owned subsidiaries
 
may pay to the Company without regulatory approval.
As an emerging growth company, or EGC, we utilize certain exemptions
 
from disclosure requirements which could make our
shares less attractive to investors and make it more difficult to compare
 
our performance with other public companies.
As an “emerging growth company”, we may take advantage of certain exemptions from
 
various reporting requirements including, but
not limited to, not being required to comply with the auditor attestation requirements
 
of Section 404 of the Sarbanes-Oxley Act of 2002 and
reduced disclosure obligations regarding executive compensation.
 
In addition, as an emerging growth company we are not required to
comply with new or revised financial accounting standards until private
 
companies are required to comply, and we have not opted out of this
extended transition period. When a standard is issued or revised and it has different application dates
 
for public or private companies, we can
adopt
 
the new or revised standard at the time private companies adopt the new or revised standard. This may
 
make comparison of our
financial statements with another public company which is neither an emerging
 
growth company nor an emerging growth company which
has opted out of the extended transition period difficult or impossible because of
 
the potential differences in accounting standards used. If
some investors find our shares less attractive as a result of our reliance on
 
these exemptions, the trading prices of our shares may be lower
than they otherwise would be.
 
ITEM 1B.
 
UNRESOLVED STAFF COMMENTS
None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
ITEM 2.
 
PROPERTIES
Our headquarters is located at 11440 Tomahawk Creek Parkway, Leawood, Kansas.
 
Including our headquarters building, we operate
nine full-service banking centers located in: Leawood, Kansas; Wichita, Kansas; Kansas
 
City, Missouri; Oklahoma City, Oklahoma; Tulsa,
Oklahoma; Dallas, Texas; Frisco, Texas; and Phoenix, Arizona. We own our headquarters building, our banking centers in Wichita, Kansas,
and Oklahoma City, Oklahoma and we lease the remainder of our locations.
 
In addition, the Company signed a second lease agreement in
Dallas, Texas.
 
We anticipate the additional location will be open to our customers
 
in 2022. We believe that the leases to which we are subject
are generally on terms consistent with prevailing market terms. We also believe that our facilities are in good
 
condition and are adequate to
meet our operating needs for the foreseeable future.
 
 
ITEM 3.
 
LEGAL PROCEEDINGS
From time to time, the Company or the Bank is a party to claims and legal proceedings arising
 
in the ordinary course of business.
Management does not believe any present litigation or the resolution thereof
 
will have a material adverse effect on the business, consolidated
financial condition or results of operations of the Company.
 
 
ITEM 4.
 
MINE SAFETY DISCLOSURES
Not applicable.
 
 
INFORMATION ABOUT
 
OUR EXECUTIVE OFFICERS
The following table sets forth certain information regarding our executive
 
officers and the executive officers of the Bank, including
their names, ages and positions:
Name
Age as of March 1, 2022
Position(s)
Michael J. Maddox
52
President and Chief Executive Officer of the Company
Benjamin R. Clouse
48
Chief Financial Officer of the Company and the Bank
Steve Peterson
57
Chief Banking Officer of the Bank
W. Randall Rapp
57
Chief Risk and Chief Credit Officer of the Bank
Amy Fauss
54
Chief Operating Officer of the Bank
Jana Merfen
40
Chief Technology Officer of the Bank
Michael J. Maddox
—Mr. Maddox has served as President and Chief Executive Officer of the Company
 
since June 1, 2020, and as
President and Chief Executive Officer of the Bank since November 28, 2008.
 
Prior to joining the Bank, he was a Regional President for
Intrust Bank. In this role, he managed the bank’s operations in Northeast Kansas. Mr.
 
Maddox has over 20 years of banking experience. Mr.
Maddox attended the University of Kansas from which he received a Business degree
 
in 1991 and a law degree in 1994. While at KU, Mr.
Maddox was a four-year basketball letterman and a member of the
 
KU team that won the National Championship in 1988. Mr. Maddox
completed the Graduate School of Banking at the University of Wisconsin - Madison
 
in 2003. Mr. Maddox is a member of the Economic
Development Board of Johnson County. Mr. Maddox serves on the
 
Kansas City Civic Council. He has served on the board of CrossFirst
Bank since 2008.
Benjamin R. Clouse
—Mr. Clouse was appointed as Chief Financial Officer effective July 12,
 
2021.
Mr. Clouse previously served as
Chief Financial Officer of Waddell & Reed Financial, Inc., a financial services firm, from 2018
 
until its acquisition in 2021. Previously, Mr.
Clouse served at that company as Vice President and Chief Accounting Officer from February 2017 to February 2018, Vice President and
Principal Accounting Officer from March 2016 to February 2017 and Vice President from October 2015 until March 2016. Prior
 
thereto, Mr.
Clouse served as Chief Financial Officer of Executive AirShare Corporation, a private aviation company,
 
from September 2012 to October
2015. From 2006 to 2012 and from 2002 to 2005, he served in various roles with H&R
 
Block, Inc., a tax preparation company in Kansas
City, Missouri, including Assistant Vice President — Audit Services and Assistant Vice President and Controller — Tax Services. From 2005
to 2006, Mr. Clouse served as Vice President — Finance and Corporate Controller of Gold Bank Corporation,
 
Inc., a bank holding company.
From September 1996 to January 2002, he served in various roles in the
 
audit practice of Deloitte.
Steve Peterson
—Mr. Peterson became Chief Banking Officer of the Bank effective on
 
July 1, 2020. Prior to this role, Mr. Peterson
served as the Wichita Bank President since August 2011. Prior to joining CrossFirst Bank, Mr. Peterson served as Division
 
President of
Stillwater National Bank from 2004 to August 2011.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30
W. Randall Rapp
—Mr. Rapp has served as the Chief Credit Officer of the Bank since April 2019. Prior to joining the Bank, Mr. Rapp
held various positions at Texas Capital Bank, N.A. from March 2000 until March 2019,
 
including serving as Executive Vice President and
Chief Credit Officer from May 2015
 
until March 2019, and as a Senior Credit Officer from 2013 until May 2015.
Amy Fauss
—Ms. Fauss has served as the Chief Operating Officer of the Bank
 
since December 2009. She previously served as
Executive Vice President and Chief Operating Officer of Solutions Bank, where she directed
 
all aspects of daily operations. Her experience
also includes senior management positions at Hillcrest Bank and Citizens-Jackson
 
County Bank.
Jana Merfen
—Ms. Merfen joined CrossFirst Bank in January 2021. Prior to that she
 
served as Chief Information Officer of
Dickinson Financial Corp. and Academy Bank from April 2017
 
to January 2021.
 
Prior to working at Dickinson Financial Corp. and
Academy Bank, she worked at CommunityAmerica Credit Union where
 
she was the Director of Information Systems & Enterprise Project
Manager Officer from July 2016 to April 2017 and was the Director of Enterprise Risk Management and
 
Business Process Operations from
September 2014 to July 2016. Ms. Merfen has a degree in accounting
 
from Miami University in Ohio.
 
 
Part II
ITEM 5.
 
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS
 
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the Nasdaq Global Select Market under the
 
symbol “CFB” with 420 holders of record at
December 31, 2021.
 
Stock Performance
Our book value per share for the periods indicated was:
As of December 31,
2021
2020
2019
Book value per share
$
13.23
$
12.08
$
11.58
The following table shows the high and low closing prices per share of the Company’s
 
common stock since our IPO:
Price per Share in 2021
Price per Share in 2020
Price per Share in 2019
High
Low
High
Low
High
Low
Stock Price
$
15.66
$
10.70
$
14.40
$
5.74
$
15.50
$
11.11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p31i0.gif https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p31i2.gif
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p31i4.gif https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p31i6.gif
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p31i8.gif https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p31i10.gif
 
 
 
 
 
 
 
 
 
 
31
 
$-
 
$20
 
$40
 
$60
 
$80
 
$100
 
$120
 
$140
 
$160
 
$180
08-01-1909-01-1910-01-19
11-01-19
12-01-1901-01-2002-01-2003-01-2004-01-2005-01-2006-01-2007-01-2008-01-2009-01-2010-01-2011-01-2012-01-2001-01-2102-01-2103-01-2104-01-2105-01-2106-01-2107-01-2108-01-21
09-01-21
10-01-2111-01-2112-01-21
CFB Stock Performance Graph
CrossFirst Bankshares, Inc.
Russell 2000 Index
KBW Nasdaq Regional Banking Index
The following table and graph sets forth the cumulative total stockholder return for
 
the Company’s common stock from August 15,
2019 (the date that our common stock commenced trading on the Nasdaq
 
Global Select Market) through December 31, 2021 compared to an
overall stock market index (Russell 2000 Index) and one peer group
 
index (KBW Nasdaq Regional Banking Index) for the same period. The
indices are based on total returns assuming reinvestment of dividends. The graph
 
assumes an investment of $100 on August 15, 2019. The
performance graph represents past performance and should not be considered
 
to be an indication of future performance.
The performance graph and related text are being furnished to and not filed with the SEC, and will not be deemed
 
“soliciting
material” or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be
deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically
incorporate such information by reference into such a filing.
August 15, 2019
December 31, 2019
December 31, 2020
December 31, 2021
CrossFirst Bankshares, Inc.
$
100.00
$
99.45
$
73.63
$
106.92
Russell 2000 Index
$
100.00
$
114.85
$
137.77
$
158.19
KBW Nasdaq Regional Banking Index
$
100.00
$
116.94
$
102.79
$
136.92
Dividends
Historically, CrossFirst has not declared or paid any dividends on its common
 
stock. Payments of future dividends, if any, will be at
the discretion of our Board of Directors and will depend upon our results of operations,
 
our financial condition, capital requirements, general
economic conditions, regulatory and contractual restrictions, our
 
business strategy, our ability to service any equity or debt obligations
 
senior
to our common stock and other factors that our Board of Directors deems relevant. We are not obligated
 
to pay dividends on our common
stock and are subject to restrictions on paying dividends on our common stock.
Our principal source of funds to pay dividends on our common stock would
 
be dividends received from our wholly-owned
subsidiaries. Furthermore, our wholly-owned subsidiaries are not obligated
 
to pay dividends to us, and any dividends paid to us would
depend on the earnings or financial condition of our wholly-owned
 
subsidiaries and various business considerations. As is the case with all
financial institutions, the profitability of our wholly-owned subsidiaries
 
is subject to the fluctuating cost and availability of money, changes
in interest rates and economic conditions in general. In addition,
 
various federal and state statutes limit the amount of dividends that our
wholly-owned subsidiaries may pay to the Company without regulatory approval.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32
Share Repurchase Program
The following table summarizes our repurchases of our common shares
 
for the three months ended December 31, 2021:
Calendar
Month
Total Number of
Shares
Repurchased
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
Approximate Dollar Value of Shares
that may yet be Purchased as Part
of Publicly Announced Plans or
Programs
October 1 - 31
73,536
$
14.33
73,536
$
28,945,720
November 1 - 30
166,973
$
14.83
166,973
$
26,468,522
December 1 - 31
325,655
$
14.81
325,655
$
21,652,540
Total
566,164
$
14.75
566,164
On October 18, 2021, the Company announced that its Board of Directors approved
 
a share repurchase program under which the
Company may repurchase up to $30 million of its common stock. Repurchases under
 
the program may be made in open market or privately
negotiated transactions in compliance with SEC Rule 10b-18, subject to
 
market conditions, applicable legal requirements and other relevant
factors. The program does not obligate the Company to acquire any amount of common
 
stock, and it may be suspended at any time at the
Company's discretion. No time limit has been set for completion of the program.
On October 20, 2020, the Company announced that its Board of Directors approved
 
a share repurchase program under which the
Company could repurchase up to $20 million of its common stock. On June
 
30, 2021, the Company completed its share repurchase program
under which the Company purchased $20 million of its common stock. A total of 1,573,806 common shares were repurchased.
 
ITEM 6.
 
[RESERVED]
ITEM 7.
 
MANAGEMENT’S DISCUSSION
 
AND ANALYSIS
 
OF FINANCIAL
CONDITION AND
 
RESULTS OF OPERATIONS
Overview
This section includes a discussion of the financial condition and results of operations
 
of CrossFirst Bankshares, Inc. and its
subsidiaries. Refer to
Management's Discussion and Analysis of Financial Condition and Results of Operations
in our 2020 Form 10-K filed
with the SEC on February 26, 2021 for a discussion of the financial condition and results
 
of operations of the Company for the period ended
December 31, 2019 and a comparison between the 2019 and 2020 results.
 
Tables may include additional periods to comply with disclosure requirements
 
or to illustrate trends in greater depth. You should read
the following financial data in conjunction with the other information contained
 
in this 10-K, including under “Part I, Item 1A. Risk Factors,”
and in the financial statements and related notes included elsewhere in
 
this 10-K.
 
Growth History
We have grown organically primarily by establishing our branch
 
lite network in five states, attracting new clients and expanding our
relationships with existing clients, as well as through two strategic acquisitions. The data
 
below presents the business' growth in key areas for
the past five years and the related compound annual growth rate (“CAGR”):
2017 to 2021
As of December 31,
CAGR
2021
2020
2019
2018
2017
(Dollars in thousands)
Available-for-sale securities
2
%
$
745,969
$
654,588
$
739,473
$
661,628
$
701,534
Gross loans (net of unearned income)
(1)
21
4,256,213
4,441,897
3,852,244
3,060,747
1,996,029
Total assets
17
5,621,457
5,659,303
4,931,233
4,107,215
2,961,118
Noninterest-bearing deposits
41
1,163,224
718,459
521,826
484,284
290,906
Total deposits
19
%
$
4,683,597
$
4,694,740
$
3,923,759
$
3,208,097
$
2,303,364
(1)
 
Includes $65 million and $292 million of PPP loans at December 31, 2021 and 2020, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
33
Our Strategy
Our strategy has been to build the most trusted bank in our markets, which we believe
 
drives value for our stockholders. We are
committed to a culture of serving our clients in extraordinary ways by providing
 
personalized, relationship-based banking. We believe that
success is achieved through establishing and growing the trust of our
 
clients, employees, stakeholders, and communities.
 
During 2021, the COVID-19 pandemic allowed us to serve our
 
customers by providing PPP loan funding, modifying loans through
payment deferrals and rate adjustments, and using our
 
technology to reduce contact exposure. Despite the impact of the COVID-19 pandemic
in 2021, we remain focused on growth and building stockholder value
 
through greater efficiency and increased profitability. We intend to
execute our strategic plan through the following:
•
 
Continue organic growth;
•
 
Selectively pursue opportunities to expand through acquisitions or
 
new market development;
•
 
Attract and develop talent;
•
 
Improve financial performance;
•
 
Maintain a branch-lite business model with strategically placed locations; and
•
 
Leverage technology to enhance the client experience and improve profitability.
 
 
Performance Measures
 
As of or for the Year Ended December 31,
2021
2020
2019
(Dollars in thousands, except per share data)
Return on average assets
1.24
%
0.24
%
0.63
%
Return on average equity
10.84
%
2.05
%
5.38
%
Earnings per share
(1)
$
1.35
$
0.24
$
0.59
Diluted earnings per share
(1)
$
1.33
$
0.24
$
0.58
Efficiency
(2)
54.50
%
58.13
%
58.37
%
Equity to assets
11.88
%
11.03
%
12.20
%
(1)
Retroactively adjusted per share figures to account for
 
a two-for-one split of our common stock in the form of a stock dividend, whereby each holder of
our common stock received one additional share of common stock for each share owned as of the record date of December 19, 2018.
(2)
We calculate efficiency ratio as noninterest expense divided by the sum of net interest income and noninterest income.
2021 Highlights:
●
Net income for the fiscal year ended December 31, 2021 was $69
 
million, an increase of $57 million or 451% from the prior
year ended December 31, 2020.
●
Total assets were $5.6 billion primarily made up of $4.3 billion in loans and
 
$746 million in available-for-sale securities.
●
Improved our fiscal year efficiency ratio from 58.13% in 2020 to
 
54.50% in 2021.
●
Purchased 1,530,357 or $22 million of outstanding shares as part of the share
 
repurchase programs in 2021.
●
Expanded into Phoenix, Arizona.
●
Increased tangible book value per share to $13.23 at December 31, 2021
 
compared to $12.08 at December 31, 2020.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34
COVID-19 Pandemic Impact
The COVID-19 pandemic has caused, and may continue to cause, economic
 
uncertainty and a disruption to the financial markets, the
duration and extent of which is not currently known. A discussion of the impact of the COVID-19 pandemic on the Company and its
operations and measures undertaken by the Company in response thereto is provided
 
below.
Bank Operations
The Company has a business continuity plan to mitigate operational risks in unusual,
 
unexpected events. The plan identifies key
components of our operations and creates responses to ensure normal operations
 
continue and to minimize the effects of potential loss. We
implemented the business continuity procedures in March 2020
 
as a result of the COVID-19 pandemic. In April 2021, substantially all
employees returned to on-premises work. In addition, a hybrid work
 
opportunity was created for most employees. No material interruptions
to our business operations have occurred to date.
 
Paycheck Protection Program (“PPP”) Lending Facility
The PPP was established by the CARES Act and authorized forgivable loans to small businesses. The Consolidated Appropriations
Act of 2021 allocated additional PPP funding. The Bank provided PPP loans to support current customers and foster relationships with new
customers. The loans earned interest at 1%, included fees between 1% and 5% and typically matured
 
in two or five years. The loans
originated under the PPP received a 0% risk weight under the regulatory capital rules which resulted
 
in increased Common Equity Tier 1,
Tier 1, and Tier 2 capital ratios, but the PPP loans are included in the calculation of our Leverage ratio.
 
The following table summarizes the impact of the PPP loans on our 2021 and 2020 financials:
For the Year Ended December 31,
2021
2020
(Dollars in thousands)
PPP Loan Activity
Outstanding loan balance, beginning
$
292,230
$
—
Loan increases
133,778
369,260
Loan payoffs
(361,203)
(77,030)
Outstanding loan balance, end
$
64,805
$
292,230
For the Year Ended December 31,
2021
2020
(Dollars in thousands)
PPP Loan Fee Activity
Unearned fee balance, beginning
$
4,189
$
—
Unearned fees added
5,062
9,946
Earned fees recognized
(7,568)
(5,757)
Unearned fee balance, end
$
1,683
$
4,189
† Earned fees include fees earned from loans forgiven and monthly amortization
 
fees on loans outstanding.
Loan Modifications
The CARES Act as extended by the Consolidated Appropriations Act of 2021, allowed financial institutions to elect to suspend GAAP
principles and regulatory determinations for loan modifications relating
 
to the COVID-19 pandemic that would otherwise require evaluation
as troubled debt restructurings (“TDR”) from March 1, 2020 to January
 
2, 2022 as long as the loan was not more than 30 days past due as of
December 31, 2019. The Company elected to use this guidance and started the modified
 
loan process during the first quarter of 2020. As of
December 31, 2021, the Company had 6 loans with an outstanding balance
 
of $17 million that were still under these modified terms.
 
35
Current Expected Credit Loss (“CECL”) Implementation
On January 1, 2022, the Company adopted ASU 2016-13, “Financial Instruments-Credit Losses (Topic
 
326): Measurement of Credit
Losses on Financial Instruments.”
 
Topic 326 replaces the incurred loss model for determining the allowance
 
for credit losses (“ACL”),
formerly presented as the allowance for loan losses (“ALLL”).
 
The CECL approach requires immediate recognition of estimated credit losses
expected to occur over the estimated remaining life of the asset. As a result, the new approach may accelerate the recording
 
of credit losses
compared to the former, incurred loss model. The new standard does not change the
 
credit risk of the Company’s loans or the ultimate losses
incurred by the Company on those loans. Topic 326 may result in increased volatility in the Company’s
 
net income and capital levels due to
changes in the reasonable and supportable forecast of future economic
 
conditions on a quarterly basis.
 
For information regarding our implementation process, refer to “
Note 1: Nature of Operations and Summary of Significant Accounting
Policies”
within the Notes to the Consolidated Financial Statements included
 
elsewhere in this Form 10-K.
 
The Company adopted Topic 326 through a modified retrospective approach
 
that results in a cumulative-effect adjustment to retained
earnings as of the day of adoption. The Company anticipates the January 1, 2022 ACL to be between $55 million and $61 million compared
to $58 million as of December 31, 2021.
 
In addition, CECL applies to off-balance sheet credit exposures, such as unfunded lines of credit, financial
 
guarantees not accounted
for as derivatives, and other unfunded loan commitments. The expected credit loss liability
 
for off-balance sheet credit exposures is estimated
over the contractual period in which the Company is exposed to credit
 
risk unless the obligation is unconditionally cancellable by the issuer.
The credit loss estimate for off-balance sheet credit exposure considers the
 
likelihood that funding will occur and if funded, the related
estimate of expected credit losses. Changes in the estimated credit loss are reported
 
in the statement of income and the expected credit loss
estimate for unfunded commitments is reported as a liability on the balance
 
sheet. Once a loan is funded, the expected credit loss for off-
balance sheet exposures will be transferred to the ACL.
The Company expects to record a $4 million to $8 million credit loss liability for
 
off-balance sheet credit exposures. The credit loss
liability will result in a decrease to retained earnings, net of the deferred tax
 
asset.
 
The change in the required ACL is primarily a result of: (i) consolidation of previously disaggregated loan pools, (ii) an increase in
 
the
lookback period, and (iii) incorporation of reasonable and supportable
 
forecasts. Under the incurred loss model, the Company disaggregated
loans by risk ratings and loan categories. Under the CECL model, the Company’s pools were reduced
 
and did not sub-segment by risk rating.
The change in the Company’s loan pools is expected to decrease the required
 
reserve as of January 1, 2022. The incurred loss model’s look-
back period was short compared to the CECL methodology that requires the use of a full economic cycle. The change in the
 
look-back period
is expected to decrease the required reserve. The application of forward-looking
 
guidance is new under the CECL methodology. The
Company uses the unemployment rate guidance provided by the Federal
 
Reserve and reverts to an average unemployment rate outside of the
forecast periods. The change in methodology does not materially impact the Company’s loans
 
that were impaired as of December 31, 2021.
The reserve for unfunded commitments that are not unconditionally cancelable
 
by the Company will be driven by: (i) The type of loan
commitment which are grouped using the same loan pools for the loan portfolio.
 
For example, the expected funding of residential
construction loans is expected to be higher than funding for energy loans; (ii)
 
changes in historical loss rates; (iii) qualitative factors;
 
and (iv)
average utilization rates.
 
Topic 326 eliminates the other than temporary impairment (“OTTI”) methodology
 
on available-for-sale securities. The OTTI method
is replaced with an allowance and related credit loss expense. This allows subsequent increases in
 
fair market value of the security to be
recognized by reducing the allowance and reversing previous credit loss expense
 
recorded. The Company’s available-for-sale securities were
not materially impacted by Topic 326’s implementation.
 
We anticipate the implementation of Topic 326 will not have a material impact on our capital ratios. The Federal
 
Reserve System, the
Federal Deposit Insurance Corporation, and the Office of the Comptroller
 
of the Currency adopted a joint final rule for an optional phase-in
period of three years for banks to absorb the impact to regulatory capital
 
of implementing the new CECL standard. For the first year of the
transition, the Company may reduce the impact of CECL on retained earnings by 75%. For years two
 
and three, the regulatory capital
schedules would continue to be adjusted based on declining amount of 25% each
 
year.
 
Customer and Industry Concentrations
As of December 31, 2021, the Company’s top 20 customer relationships, represented
 
approximately 27% or $1.2 billion of total
deposits. The majority of the $1.2 billion are money market deposit accounts. The Company believes
 
that there are sufficient funding
sources, including on-balance sheet liquid assets and wholesale deposit
 
options, so that an immediate reduction in these deposit balances
would not be expected to have a detrimental effect on the Company’s financial
 
position or operations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36
For the year ended December 31, 2021, a significant portion of the
 
Company’s ATM and credit card interchange income was driven by
companies that mobilized their workforce directly impacted by the
 
COVID-19 pandemic. These companies represented $5 million or 61% of
the $8 million in ATM and credit card interchange income. We anticipate that the related non-interest income will fluctuate in the near term
based on COVID-19 pandemic.
 
Update to 2021 Events Discussed in the Previous 10-K
Four of our branches are in areas that were impacted by severe, cold weather conditions
 
in February and March of 2021. One branch
sustained water damage but did not impact operations or our ability to support
 
our customers. In 2021, the Company repaired and replaced
the property and equipment impacted by the water damage. The related cost was primarily
 
paid for by our insurance provider.
 
Discussion and Analysis - Results
 
of Operations
Net Interest Income
Our profitability depends in substantial part on our net interest income. Net interest
 
income is the difference between the amounts
received on our interest-earning assets and the interest paid on our interest-bearing
 
liabilities. Net interest income is impacted by internal and
external factors including:
•
 
Changes in the volume, rate, and mix of interest-earning assets and interest-bearing
 
liabilities;
•
 
Changes in competition, federal economic, monetary and fiscal policies and
 
economic conditions; and
•
 
Changes in credit quality.
We present and discuss net interest income on a tax-equivalent basis. A tax-equivalent basis presents all income taxable at the same
rate. For example, $100 of tax-exempt income would be presented as $126.58,
 
an amount that, if taxed at the statutory federal income tax
rate of 21% would yield $100. We believe a tax-equivalent basis provides for
 
improved comparability between the various earning assets.
For the fiscal year ended December 31, 2017 to the second quarter of 2019,
 
we operated in a rising interest rate environment. Our
yield on earning assets and cost of funds were driven by the rate environment. In
 
July 2019, interest rates started to decline and continued
through 2021. Our earning assets repriced quicker than our cost of funds, resulting
 
in a lower net interest margin in 2019 and 2020. During
2021, the Company benefited from changes in our deposit mix, including
 
an increase in non-interest-bearing deposits and a reduction in time
deposits that improved our overall cost of funds. The reduced cost of funds was offset by reductions
 
in earning-asset yields. A table showing
our three-year yield on earning assets and cost of funds is presented below:
For the Year Ended December 31,
2021
2020
2019
Yield on securities - tax equivalent
(1)
2.90
%
3.05
%
3.35
%
Yield on loans
4.02
4.26
5.52
Yield on earning assets - tax equivalent
(1)
3.60
3.96
5.04
Cost of interest-bearing deposits
0.49
1.02
2.21
Cost of total deposits
0.40
0.85
1.89
Cost of FHLB and short-term borrowings
2.09
1.56
1.90
Cost of funds
0.50
0.92
1.90
Net interest margin - tax equivalent
(1)
3.15
%
3.13
%
3.31
%
(1)
Tax-exempt income is calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is
21%.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37
The following table presents, for the periods indicated, average balance
 
sheet information, interest income, interest expense and the corresponding
 
average yield earned and
rates paid:
For the Years Ended December 31,
2021
2020
2019
Average
Balance
Interest
Income /
Expense
Yield /
Rate
(4)
Average
Balance
Interest
Income /
Expense
Yield /
Rate
(4)
Average
Balance
Interest
Income /
Expense
Yield /
Rate
(4)
(Dollars in thousands)
Interest-earning assets:
Securities - taxable
$
204,889
$
3,955
1.93
%
$
267,715
$
6,058
2.26
%
$
330,051
$
9,627
2.92
%
Securities - tax-exempt
(1)
518,058
16,981
3.28
447,324
15,745
3.52
390,908
14,533
3.72
Federal funds sold
—
—
—
1,020
18
1.73
15,195
364
2.40
Interest-bearing deposits in other banks
389,893
502
0.13
179,978
621
0.35
139,538
2,689
1.93
Gross loans, net of unearned
income
(2)(3)
4,340,791
174,660
4.02
4,310,345
183,738
4.26
3,468,079
191,527
5.52
Total interest-earning assets
(1)
5,453,631
$
196,098
3.60
%
5,206,382
$
206,180
3.96
%
4,343,771
$
218,740
5.04
%
Allowance for loan losses
(73,544)
(68,897)
(42,015)
Other noninterest-earning assets
211,384
 
 
220,994
 
 
198,008
 
 
Total assets
$
5,591,471
$
5,358,479
$
4,499,764
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
Transaction deposits
$
608,063
$
1,152
0.19
%
$
447,777
$
1,696
0.38
%
$
146,109
$
1,742
1.19
%
Savings and money market deposits
2,338,315
8,225
0.35
1,993,964
14,033
0.70
1,676,417
35,385
2.11
Time deposits
812,774
9,146
1.13
1,155,492
20,856
1.80
1,243,304
30,541
2.46
Total interest-bearing deposits
3,759,152
18,523
0.49
3,597,233
36,585
1.02
3,065,830
67,668
2.21
FHLB and short-term borrowings
279,379
5,840
2.09
417,956
6,508
1.56
366,577
6,959
1.90
Trust preferred securities, net of fair
value adjustments
982
96
9.76
939
106
11.34
899
147
16.34
Noninterest-bearing deposits
876,309
—
—
684,294
—
—
512,142
—
—
Cost of funds
4,915,822
$
24,459
0.50
%
4,700,422
$
43,199
0.92
%
3,945,448
$
74,774
1.90
%
Other liabilities
35,447
43,331
25,708
Stockholders’ equity
640,202
 
 
614,726
 
 
528,608
 
 
Total liabilities and stockholders’ equity
$
5,591,471
$
5,358,479
$
4,499,764
Net interest income
(1)
$
171,639
 
$
162,981
 
$
143,966
 
Net interest spread
(1)
3.10
%
3.04
%
3.14
%
Net interest margin
(1)
3.15
%
3.13
%
3.31
%
(1)
Calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is 21%.
(2)
Loans, net of unearned income includes non-accrual loans of $31 million, $75 million and $40 million as of December 31, 2021, 2020 and 2019, respectively.
(3)
 
Loan interest income includes loan fees of $18 million, $14 million and $9 million in 2021, 2020 and 2019, respectively.
(4)
Actual unrounded values are used to calculate the reported yield or rate disclosed. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same
amounts.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38
Changes in interest income and interest expense result from changes in average
 
balances (volume) of interest-earning assets and
interest-bearing liabilities, as well as changes in average interest rates. The following
 
table sets forth the effects of changing rates and
volumes on our net interest income during the period shown. Information
 
is provided with respect to: (i) changes in volume (change in
volume times old rate); (ii) changes in rates (change in rate times old volume);
 
and (iii) changes in rate/volume (change in rate times the
change in volume):
For the Years Ended December 31,
2021 over 2020
Average Volume
Yield/Rate
Net Change
(2)
(Dollars in thousands)
Interest Income
Securities - taxable
$
(1,297)
$
(806)
$
(2,103)
Securities - tax-exempt
(1)
2,364
(1,128)
1,236
Federal funds sold
(18)
-
(18)
Interest-bearing deposits in other banks
437
(556)
(119)
Gross loans, net of unearned income
1,294
(10,372)
(9,078)
Total interest income
(1)
2,780
(12,862)
(10,082)
Interest Expense
Transaction deposits
483
(1,027)
(544)
Savings and money market deposits
2,092
(7,900)
(5,808)
Time deposits
(5,193)
(6,517)
(11,710)
Total interest-bearing deposits
(2,618)
(15,444)
(18,062)
FHLB and short-term borrowings
(2,518)
1,850
(668)
Trust preferred securities, net of fair value adjustments
5
(15)
(10)
Total interest expense
(5,131)
(13,609)
(18,740)
Net interest income
(1)
$
7,911
$
747
$
8,658
(1)
Tax-exempt income is calculated on a tax-equivalent basis. Tax-free municipal securities are exempt from Federal taxes. The incremental tax rate used is
21%.
(2)
The change in interest not due solely to volume or rate has been allocated in proportion to the respective absolute dollar amounts of the change in
volume or rate.
Interest Income -
Interest income declined for the twelve months ended December 31, 2021
 
compared to the same period in 2020. Lower
yields on earning assets were driven by a decline in the interest rate environment
 
in the first half of 2020 which persisted in 2021 and
increased competition driven by a surge in deposits in 2021. The decline in asset yields was partially
 
offset by year-over-year loan growth
and PPP loan income. PPP loan fees and interest income improved the earning asset yield by 4 basis points for the year ended December
 
31,
2021.
 
The Company currently anticipates loan yields to increase in 2022 due to anticipated rate hikes
 
by the Federal Open Market
Committee.
Interest Expense -
Interest expense declined for the twelve months ended December 31, 2021
 
compared to the same period in 2020. The
cost of interest-bearing deposits declined due to strategic rate changes in our
 
deposit products driven by the declining rate environment. The
average volume for interest-bearing deposits declined primarily because
 
of time deposit maturities and current rates on time deposits.
Average FHLB and other borrowings declined compared to 2020, as the
 
Company’s increase in cash offset the need to renew or increase
these borrowings. The increase in the cost of FHLB borrowings was the result of $771 thousand in prepayment
 
penalties related to $40
million of FHLB borrowings. In addition, the increase in the cost of funds was impacted
 
by short-term duration borrowings with lower rates
that matured in 2020 and were not renewed. We currently anticipate our cost of funds will increase
 
due to expected increases in the interest
rate environment although that may be offset by a greater mix of non-interest-bearing
 
deposits based on current trends.
Net Interest Income -
Net interest income increased for the twelve months ended December 31, 2021
 
compared to the same period in
2020.
 
The increase in net interest income was driven by reductions in interest-bearing deposit rates as well as
 
a reduction in time deposits
which was partially offset by lower rates on earning assets. Reductions in
 
earning asset yields were offset by reductions in the cost of
interest-bearing liabilities that resulted in a $747 thousand increase in net
 
interest income.
 
We currently expect the net interest margin to
remain flat or slightly increase in 2022 as the Company anticipates earning
 
assets to reprice faster than interest bearing liabilities in a rising
rate environment.
 
Our expected margin may continue to be impacted by the COVID-19 pandemic, placing
 
loans on non-accrual status,
including loans with deferred payments, and changes in competition.
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p39i2.gif
 
 
 
 
 
 
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p39i0.gif
 
 
 
 
 
 
39
$3,679
$6,083
$8,707
$11,733
$13,660
0.15%
0.17%
0.19%
0.22%
0.24%
2017
2018
2019
2020
2021
Noninterest Income Trend (dollars in thousands)
Total noninterest income
Noninterest income to average assets
Impact of Transition
 
Away from LIBOR
The Company had more than $1.3
 
billion in loans tied to LIBOR at December 31, 2021. Starting in October 2021,
 
the Company began
limiting loans originated using the LIBOR index. For current borrowers,
 
the Company is modifying loan document language to account for
the transition away from LIBOR as loans renew or originate. The Company
 
plans to replace LIBOR-based loans with the Secured Overnight
Financing Rate (“SOFR”).
 
The Company adopted Accounting Standards Update (“ASU”) 2020-04 “Reference
 
Rate Reform (Topic 848): Facilitation
 
of the Effects of
Reference Rate Reform on Financial Reporting” in 2020. The ASU allows the
 
Company to recognize the modification related to LIBOR as a
continuation of the old contract, rather than a cancellation of the old contract
 
resulting in a write-off of unamortized fees and creation
 
of a
new contract.
 
Noninterest Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40
The components of noninterest income were as follows for the periods shown:
For the Year Ended December 31,
Change
2021
2020
$
%
(Dollars in thousands)
Service charges and fees on customer accounts
$
4,580
$
2,803
$
1,777
63
%
Realized gains on available-for-sale securities
1,023
1,704
(681)
(40)
Gains (losses), net on equity securities
(6,325)
47
(6,372)
(13,558)
Income from bank-owned life insurance
3,483
1,809
1,674
93
Swap fees and credit valuation adjustments, net
275
(204)
479
(235)
ATM and credit card interchange income
7,996
4,379
3,617
83
Other non-interest income
2,628
1,195
1,433
120
Total non-interest income
$
13,660
$
11,733
$
1,927
16
%
The changes in noninterest income were driven by the following:
Service charges and fees on customer accounts -
This category includes account analysis fees offset by a customer
 
rebate program. The
increase for the year ended December 31, 2021 compared to 2020
 
was driven by a decline in costs associated with our rebate program,
including a reduction in the funded balance and reduction in rates used. In
 
addition, customer growth and an increase in outstanding balances
improved account analysis fees.
Realized gains on available-for-sale securities –
 
The Company sells available-for-sale securities for strategic reasons including
 
capitalizing
on attractive market conditions, improving the credit quality of the security portfolio,
 
or for tax purposes,
 
primarily to offset capital losses.
The realized gains on available-for-sale securities declined from 2020
 
to 2021 primarily due to a lower number of securities being sold. In
2020,
 
sales were made to capitalize on attractive market conditions and improve credit
 
quality.
 
In 2021, the Company sold securities for tax
purposes and to capitalize on attractive market conditions.
Gains (losses), net on equity securities –
During 2021, the Company recorded a $6 million loss related to an
 
equity investment received as
part of a modified loan agreement in 2020. The Company elected to account for this security at cost
 
less impairment, unless an orderly
transaction for an identical or similar investment of the same issuer occurred that
 
would result in an updated fair market value. During 2021,
significant adverse changes in market conditions for the investment resulted in
 
the investment being sold below its book value. Refer to the
“Equity Securities” section in
Note 3: Securities
 
within the Notes to the Consolidated Financial Statements for additional information.
Income from bank-owned life insurance –
The increase for the year ended December 31, 2021 compared
 
to 2020 was due to the Company
recognizing $2 million in tax-free death benefits from a bank-owned life insurance poli
 
cy in 2021 compared to $0 of such proceeds for 2020.
Swap fee income, net -
Swap fee income, net, includes both swap fees from the execution of new
 
swaps and the credit valuation adjustment
(“CVA”). Swap fees on new swaps depend on the size and term of the underlying
 
asset. During 2020, a borrower with a back-to-back swap
was downgraded and resulted in a $300 thousand loss related to the CVA. During
 
2021, the same borrower chose to eliminate its back-to-
back swap, resulting in reversal of the CVA adjustment made in 2020.
ATM and credit card interchange income -
The increase in ATM and credit card interchange income for the year ended December 31,
2021
 
compared to 2020 was primarily the result of customers that mobilized their workforce directly
 
impacted by the COVID-19 pandemic.
The Company anticipates the credit card activity and related income will continue
 
to fluctuate in connection with changes in COVID-19
cases and the COVID-19 vaccine rollout.
Other non-interest income -
The increase in other non-interest income for the year ended December
 
31, 2021 compared to 2020 was
primarily related to a $809 thousand increase in state employment incentives
 
received during 2021. We expect to continue to receive the
incentives quarterly going forward for three years, but at significantly lower
 
amounts. The Company also saw a $374 thousand increase in
letter of credit and foreign exchange fees for the period ended December 31, 2021
 
compared to 2020.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p41i0.gif
 
 
 
 
 
 
41
61%
10%
4%
4%
4%
0%
17%
58%
9%
4%
4%
4%
7%
14%
Salary & benefits
Occupancy
Deposit insurance
Professional fees
Software &
communication
Goodwill
impairment
Other
Breakout of Noninterest Expense
12/31/2021
12/31/2020
$62,089
$85,755
$87,640
$99,968
$99,382
2.53%
2.45%
1.95%
1.87%
1.78%
2017
2018
2019
2020
2021
Noninterest Expense (dollars in thousands)
Total noninterest expense
Noninterest expense to average assets
Noninterest Expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
42
The components of noninterest expense were as follows for the periods indicated:
For the Year Ended December 31,
Change
2021
2020
$
%
(Dollars in thousands)
Salary and employee benefits
$
61,080
$
57,747
$
3,333
6
%
Occupancy
9,688
8,701
987
11
Professional fees
3,519
4,218
(699)
(17)
Deposit insurance premiums
3,705
4,301
(596)
(14)
Data processing
2,878
2,719
159
6
Advertising
2,090
1,219
871
71
Software and communication
4,234
3,750
484
13
Foreclosed assets, net
697
1,239
(542)
(44)
Goodwill impairment
-
7,397
(7,397)
(100)
Other non-interest expense
11,491
8,677
2,814
32
Total non-interest expense
$
99,382
$
99,968
$
(586)
(1)
%
The changes in noninterest expense were driven by the following:
Salary and Employee Benefits -
Salary and employee benefit costs increased for the year ended December
 
31, 2021
 
compared to 2020
primarily due to increased hiring for market expansion and an increase in
 
anticipated payouts for performance-based awards that resulted
from improved earnings and asset quality metrics. In addition, the Company
 
recognized $719 thousand in expense during 2021 due to
accelerated vesting of stock-based awards and the annual incentive award
 
of a former employee. We currently anticipate salary and employee
benefit costs to increase in 2022 due to new market locations, merit increases and
 
additional hiring.
Occupancy -
Occupancy costs increased for the period ended December 31, 2021
 
compared to 2020 primarily due to our new locations in
the rapidly growing Frisco, Texas market and Phoenix, Arizona market and our more prominent location on
 
the Country Club Plaza, in
Kansas City, Missouri.
 
We currently anticipate occupancy costs to increase slightly in 2022
 
as a result of an additional location in the Dallas
market.
Professional Fees -
Professional fees decreased for the year ended December 31, 2021
 
compared to the same corresponding period in 2020
primarily from a reduction in legal fees related to PPP loan originations and loan workouts.
Deposit Insurance Premiums -
The FDIC uses a risk-based premium system to calculate the quarterly fee.
 
Our costs fluctuate because
of changes in asset growth, changes in asset quality and changes in capital ratios.
 
During 2021, the Company benefited from improved
earnings that increased average tangible equity while average assets remained
 
flat between 2020 and 2021.
Advertising -
The
 
increase in advertising costs was driven by increased in-person events for the year
 
ended December 31, 2021 compared
to 2020 because of COVID-19 pandemic restrictions being lifted.
Software and Communication -
The increase was driven by our continued strategy to invest in technologies that allow us to cover
beginning-to-end loan originations, provide customers with a suite of online tools
 
and analyze operational trends. In addition to the growing
number of technologies implemented, a portion of the increase in costs was due
 
to our growth. We currently anticipate our software and
communication costs to increase in 2022 as we continue adding and implementing
 
new software products that improve our customer’s
experience.
Foreclosed Assets, net -
The decrease in foreclosed assets, net for the year ended December 31, 2021 compared to 2020
 
resulted from the
Company selling a commercial use facility foreclosed upon in 2020 during
 
2021 at a loss that was slightly offset by the sale of raw land
acquired in 2019 at a gain. During the year ended December 31, 2020, the
 
Company sold industrial facilities acquired in 2019 that resulted in
a $844 thousand loss and impaired raw land acquired in 2019.
Goodwill Impairment -
The Company performed an interim review for goodwill impairment in 2020. A quantitative review was
performed on the Tulsa market reporting unit and resulted in a $7 million impairment.
 
Refer to
Note 6: Goodwill and Core Deposit
Intangible
 
within the Notes to the Financial Statements for more information.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
43
Other noninterest expense -
Year-over-year changes included a $2 million increase in commercial
 
card costs as a result of our growing
customer base and increased use as a result of the COVID-19 pandemic.
 
In addition, insured cash sweep (“ICS”) deposits increased in 2021
from 2020, which drove related fees higher.
 
Income Taxes
Our income tax expense (benefit) differs from the amount that would
 
be calculated using the federal statutory tax rate, primarily from
investments in tax advantaged assets, such as bank-owned life insurance
 
and tax-exempt municipal securities, state tax credits and permanent
tax differences from equity-based compensation. Detail behind the differences
 
between the statutory rate and effective tax rate for the years
ended December 31, 2021, 2020 and 2019 is provided in
Note 11: Income Taxes
 
within the Notes to the Consolidated Financial Statements.
 
The December 31, 2020 effective tax rate increase from December 31,
 
2019 was due to the non-taxable, goodwill impairment in 2020
and a state tax credit received in 2019. The 2021 income tax expense was impacted
 
by a $71.7 million increase in income before income
taxes that increased taxes at the statutory rate by $15 million. The tax-exempt benefit diminishes
 
as the Company’s ratio of taxable income to
tax-exempt income increases. We currently anticipate the effective tax rate to increase slightly
 
in 2022. A three-year trend of our income tax
and effective tax rate is presented below:
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Income tax expense (benefit)
$
17,556
$
2,713
$
4,138
Income before income taxes
$
86,969
$
15,314
$
32,611
Effective tax rate
20
%
18
%
13
%
Discussion and Analysis - Financial
 
Condition
Loan Portfolio
Loans represent our largest portion of earning assets and typically provide higher
 
yields than other assets. The quality and
diversification of the loan portfolio is an important consideration when
 
reviewing our financial condition. We established an internal loan
policy that outlines a standard lending philosophy and provides consistent direction
 
to achieve goals and objectives, which include
maximizing earnings over the short and long term by managing risks through
 
the policy. Internal concentration limits exist on all loans,
including commercial real estate, energy, and land development. We established strong
 
underwriting practices and procedures to assess our
borrowers, including review of debt service, collateral value and evaluation
 
of guarantors. We also engage third-parties to independently
review our loan portfolio. Appropriate actions are taken when a borrower is no longer able to service its debt.
Our loan portfolio consists of various types of loans, primarily made up of commercial
 
and commercial real estate loans. Commercial
loans are generally paid back through normal business operations. Commercial
 
real estate loans, which include both construction and limited
term financing are typically paid back through normal income from operations,
 
the sale of the underlying property or refinancing by other
institutional sources. Most of our loans are made to borrowers within the states we operate,
 
which include Kansas, Missouri, Oklahoma,
Arizona and Texas. In addition, we occasionally invest in syndicated shared national credits and loan
 
participations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p44i0.gif
44
Gross loans, net of unearned income declined $186 million from the prior
 
year to $4.3 billion as of December 31, 2021. Our
commercial loan portfolio increased by $63 million or 5% as a result of
 
approximately $678 million in loan originations and drawdowns that
were able to offset commercial loan paydowns.
 
Our commercial real estate loans experienced growth of $102 million or 9%. This was driven
by strong originations of approximately $318 million and approximately
 
$108 million of loans that completed construction and were
transferred into our commercial real estate portfolio from the construction
 
and land development portfolio.
 
Residential and multifamily real
estate decreased $80 million or 12% driven by payoffs of several, larger credit facilities.
 
Energy loans decreased $66 million or 19%
primarily due to paydowns on outstanding lines of credit and management’s strategy
 
to lower our energy loan concentration. Gross loans
included $65 million and $292 million of PPP loans at December 31, 2021 and 2020, respectively. As of December 31, 2021, loan yields
declined to 4.02% compared to 4.26% in the prior year, primarily as a result
 
of lower interest rates from adjustable rate loan movements in
LIBOR and Prime.
As of December 31, 2021, PPP loans made up approximately 1% of the total portfolio, representing
 
$65 million in loans. Refer to the
COVID-19 Pandemic Impact
 
located in Management’s Discussion and Analysis section above for additional information regarding PPP
loans.
The following table presents the balance and associated percentage of
 
each major product type within our portfolio as of the dates
indicated:
As of December 31,
2021
2020
2019
Amount
% of
Loans
Amount
% of
Loans
Amount
% of
Loans
(Dollars in thousands)
Commercial
$
1,401,681
33
%
$
1,338,757
30
%
$
1,356,817
35
%
Energy
278,860
7
345,233
8
408,573
11
Commercial real estate
1,281,095
30
1,179,534
26
1,024,041
27
Construction and land development
578,758
14
563,144
13
628,418
16
Residential and multifamily real estate
600,816
14
680,932
15
398,695
10
PPP
64,805
1
292,230
7
—
—
Consumer
63,605
1
55,270
1
45,163
1
Gross loans
4,269,620
4,455,100
3,861,707
Less: unearned income
13,407
 
13,203
 
9,463
 
Gross loans (net of unearned income)
$
4,256,213
100
%
$
4,441,897
100
%
$
3,852,244
100
%
For a description of the Company’s loan segments refer to the “Loan Portfolio
 
Segments” section within
Note 4: Loan and Allowance
for Loan Losses
 
within the Notes to the Consolidated Financial Statements.
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p45i1.gif
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p45i0.gif
 
 
 
 
45
Real Estate Loans
Our real estate portfolio is comprised of construction and development
 
loans, residential family and multifamily loans and commercial
real estate loans. A breakdown of our real estate portfolio by type and by geography (based upon location of collateral) as of December 31,
2021
 
and 2020 is presented below:
(1)
Fiscal Year 2020 percentage rates were updated to ensure comparability between the two periods. The updated percentages
 
include
all real estate loans.
(1)
Fiscal Year 2020 percentage rates were updated to ensure comparability between the two periods. The updated
 
percentages include
all real estate loans.
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p46i0.gif
 
 
 
 
46
Commercial Loans
The Company provides a mix of variable- and fixed-rate commercial
 
loans across various industries. We extend commercial loans on
an unsecured and secured basis. Unsecured commercial loan balances
 
totaled $126 million or 3% of the total loan portfolio as of
December 31, 2021.
A breakdown of the Company’s commercial loan portfolio as of December 31, 2021
 
and 2020 by industry is provided below:
(1)
Fiscal Year 2020 percentage rates were updated to ensure comparability between the two periods. The updated percentages
 
represent
reclassifications based on two digit North American Industry Classification System codes.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47
The following table shows the contractual maturities of our gross loans and
 
sensitivity to interest rate changes:
As of December 31, 2021
Due after one year
Due after five years
Due in one year or less
through five years
through fifteen years
Due after fifteen years
Fixed
Adjustable
Fixed
Adjustable
Fixed
Adjustable
Fixed
Adjustable
Rate
Rate
Rate
Rate
Rate
Rate
Rate
Rate
Total
(Dollars in thousands)
Commercial
$
63,584
$
284,678
$
258,493
$
604,246
$
41,225
$
129,455
$
20,000
$
—
$
1,401,681
Energy
107
88,442
11,177
179,134
—
—
—
—
278,860
Commercial real estate
68,571
114,087
306,820
463,858
130,624
186,254
—
10,881
1,281,095
Construction and land development
6,914
88,760
33,509
371,370
22,194
24,003
1,866
30,142
578,758
Residential and multifamily real
estate
31,133
86,275
47,819
81,729
96,556
12,286
1,210
243,808
600,816
PPP
3,760
—
61,045
—
—
—
—
—
64,805
Consumer
19,238
15,811
2,674
3,779
—
19,750
—
2,353
63,605
Gross loans
$
193,307
$
678,053
$
721,537
$
1,704,116
$
290,599
$
371,748
$
23,076
$
287,184
$
4,269,620
 
 
 
48
Allowance for Loan Losses
The allowance for loan losses is an amount required to cover net loan charge-offs
 
plus the amount which, in the opinion of the Bank’s
management, is considered necessary to bring the balance in the allowance to, or
 
maintain the balance in the allowance at, a level adequate to
absorb expected loan losses in the existing loan portfolio. Management uses available
 
information to analyze losses on loans; however, future
additions to the allowance may be necessary based on changes in economic
 
conditions, the size of the loan portfolio, the composition of the
portfolio, or the performance of individual loans.
For a discussion of the evaluation of the Company’s allowance for loan losses refer
 
to the “Allowance for Loan Losses” section in
Note 1: Nature of Operations and Summary of Significant Accounting Policies
 
within the Notes to the Consolidated Financial Statements.
For information regarding the Company’s charge-offs and recoveries
 
for the years ended December 31, 2021, 2020, and 2019, refer to
“Note 4: Loans and Allowance for Loan Losses” within the Notes to the Consolidated Financial Statements.
 
Prior to 2020, loans risk rated substandard or lower were considered impaired
 
and evaluated on an individual basis. For the years
ended December 31, 2020 and 2021, loans risk rated substandard, on accrual
 
and not a TDR, were evaluated collectively. The change in
approach provided a better estimate of potential losses inherent in the substandard
 
portfolio.
 
The December 31, 2021 ALLL decreased $17 million or 22% from the prior year. The year-over-year change in the ALLL was the
result of $13 million of net charge-offs and $4 million release of reserves. The Company
 
upgraded approximately $380 million of loans
during the period ended December 31, 2021 and downgraded approximately
 
$122 million of loans during the same period. Risk rating
changes resulted in a $10 million reduction in the required reserve for 2021.
 
The December 31, 2020 ALLL increased $18 million or 32% from the prior year. The year-over-year change in the ALLL was the
result of $38 million of net charge-offs offset by a $57 million increase in our
 
provision. The Company downgraded approximately
$843 million of loans between December 31, 2019 and 2020. Downgrades primarily
 
resulted from the COVID-19 pandemic, lower economic
activity and lower oil and gas prices. In addition, substandard, accruing loans not
 
considered a TDR totaled $187 million at December 31,
2020 compared to $40 million at December 31, 2019.
The December 31, 2019 ALLL increased $19 million or 50% from the prior year. The year-over-year change in the allowance was the
result of a $791 million increase in gross loans, net of unearned income that increased
 
the required reserve by approximately $9 million. In
addition, the allowance included a $13 million increase in the reserve associated
 
with our impaired loans that was primarily the result of one
nonperforming commercial loan relationship in which the borrower’s
 
business and the value of the underlying collateral continued to
deteriorate in the fourth quarter of 2019. The increase was partially offset by a decline in the energy
 
portfolio’s qualitative loss factors due to
stabilized oil prices and the current stage of the business cycle that resulted in a $3
 
million decline in the required reserve.
 
Grade Migration
Loan categories significantly impacted by grade changes are discussed below.
Energy
 
– Approximately $119 million of energy loans had a risk rating upgrade for the year ended December 31, 2021. In addition,
the energy portfolio decreased by $66 million in 2021. These changes were
 
the result of higher oil prices and overall market condition
improvements. The improvements above resulted in an $9 million reduction in
 
the required reserve for 2021.
 
The increase in supply realized during the first quarter of 2020 and decrease
 
in demand for oil and natural gas created by the COVID-
19 pandemic placed considerable pricing volatility and uncertainty
 
in the market for the year ended December 31, 2020. As a result, $254
million of energy loans were downgraded, including $83 million downgraded
 
to substandard and accruing in 2020. The downgrades
increased the December 31, 2020 ALLL by approximately $11 million, including $8 million related to loans downgraded to substandard and
accruing.
Commercial Real Estate (“CRE”)
 
- The improved market conditions in 2021
 
positively impacted our CRE borrowers. During the
year-ended December 31, 2021, approximately $150 million
 
of CRE loans were upgraded and approximately $95 million were downgrade
 
d.
The upgrades decreased the ALLL by approximately $5 million for 2021. The improved credit quality of the CRE portfolio was offset by
loan growth driven by strong originations and customer drawdowns on
 
lines of credit that increased the ALLL by approximately $3 million.
 
 
The decline in economic activity in 2020 impacted our CRE borrowers. During the
 
year ended December 31, 2020, the Company
downgraded $336 million of CRE loans, including $196 million downgraded
 
to watch, within our pass rated loan category, and $58 million
downgraded to substandard and accruing. The downgrades increased the December
 
31, 2020 ALLL by approximately $8 million, including
$6 million related to loans downgraded to substandard and accruing.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
49
Commercial
 
- The increase in economic activity in 2021 compared to 2020 improved demand
 
for our borrowers’ products and
services. As a result, approximately $110 million of commercial loans were upgraded,
 
partially offset by $21 million that were downgraded.
The improved credit quality reduced the ALLL by $2 million, partially offset by commercial loan growth that increased the ALLL.
 
The decline in economic activity in 2020 significantly impacted supply and
 
demand for our borrowers’ products and services. As a
result, $232 million of commercial loans were downgraded, including
 
$56 million of loans listed as substandard and accruing. The
downgrades increased the ALLL by approximately $6 million from December 31, 2019 to December 31, 2020.
Charge-offs and Recoveries
The below table provides the ratio of net charge-offs (recoveries) during
 
the period to average loans outstanding based on our loan
categories:
For the Period Ended December 31,
2021
2020
2019
Commercial
0.96
%
2.04
%
0.64
%
Energy
0.32
1.34
0.64
Commercial real estate
—
0.14
0.05
Construction and land development
—
—
—
Residential and multifamily real estate
(0.06)
0.07
—
PPP
—
—
—
Consumer
(0.01)
0.22
0.04
Total net charge-offs to average loans
0.30
%
0.89
%
0.31
%
For the year ended December 31, 2021, charge-offs primarily related
 
to three commercial borrowers that were unable to support their
debt obligations and one energy loan. The energy charge-off related to the sale of collateral
 
from a borrower that filed for bankruptcy in a
previous year. Recoveries totaled $703 thousand as of December 31, 2021
 
and were primarily related to a commercial loan and a residential
real estate loan that were previously charged-off in 2020.
For the year ended December 31, 2020, charge-offs included: (i) $19 million
 
related to a commercial loan that deteriorated and was
substantially reserved for during 2019 that required a $2 million increase to
 
the 2020 provision, (ii) $6 million related to a large commercial
loan restructured in 2020 that required a $5 million increase to the 2020 provision,
 
(iii) $6 million related to several, smaller commercial
loans that required a $5 million increase to the 2020 provision, (iv) $5 million
 
related to three energy loans that were classified or listed as
special mention in 2019 and required a $4 million increase to the 2020 provision,
 
and (iv) a $2 million charge-off related to a commercial
real estate loan impacted by the COVID-19 pandemic that required
 
a $1 million increase to the 2020 provision.
 
Charge-offs for the year ended December 31, 2019 included $8 million
 
related to two commercial loans. The commercial loans were
partially charged-off. In addition, one energy credit accounted for $3
 
million in charge-offs during 2019.
Impaired Loans and Other Factors
For the year ended December 31, 2021, the impaired loan portfolio
 
decreased $65 million compared to December 31, 2020. The
reserve on the impaired loan portfolio decreased $4 million driven by
 
paydowns and risk rating upgrades. Changes in qualitative and
quantitative rates on pass rated loans decreased the ALLL by $1 million due to improved general economic conditions offset by balance
increases on pass rated loans that increased the ALLL by $5 million.
 
For the year ended December 31, 2020, the impaired loan portfolio increased
 
the ALLL by $7 million after taking out the impact of
the charge-offs mentioned above. Changes in qualitative and quantitative
 
rates on pass rated loans increased the ALLL by $6 million
primarily due to an increase in 2020 charge-offs that impacted the historical charge
 
-off ratios and declines in economic activity offset by
balance reductions on pass rated loans that decreased the ALLL by $4 million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50
While no portion of our allowance for loan losses is in any way restricted to any individual
 
loan or group of loans and the entire
allowance is available to absorb losses from any and all loans, the following
 
tables represent management’s allocation of our allowance to
specific loan categories for the periods indicated:
For the Period Ended December 31,
2021
2020
2019
$
%
$
%
$
%
(Dollars in thousands)
Commercial
$
20,352
35
%
$
24,693
33
%
$
35,864
63
%
Energy
9,229
16
18,341
24
6,565
12
Commercial real estate
19,119
33
22,354
29
8,085
14
Construction and land development
3,749
6
3,612
5
3,516
6
Residential and multifamily real estate
5,598
9
5,842
8
2,546
4
PPP
—
—
—
—
—
—
Consumer
328
1
453
1
320
1
Total allowance for loan losses
$
58,375
100
%
$
75,295
100
%
$
56,896
100
%
Nonperforming Assets
Nonperforming assets consist of nonperforming loans, foreclosed assets held
 
for sale and impaired securities. Nonperforming loans
include nonaccrual loans, loans past due 90 days or more and still accruing
 
interest and loans modified under TDR that are not performing in
accordance with their modified terms. For information regarding nonperforming
 
loans and related accounting policies refer to the
“Nonperforming Loans” section within
Note 1: Nature of Operations and Summary of Significant Accounting Policies
 
within the Notes to the
Consolidated Financial Statements. For a breakout of the loan portfolio's nonaccrual
 
loans refer to “Nonaccrual loans” within
Note 4: Loans
and Allowance for Loan Losses
. For information on TDRs, refer to “Troubled Debt Restructurings” section in
Note 4: Loans and Allowance
for Loan Losses
 
within the Notes to the Consolidated Financial Statements.
 
At December 31, 2021, nonperforming assets decreased $46 million or 58%
 
from December 31, 2020 due primarily to upgrades and
pay offs in the commercial and energy portfolios. As of December 31, 2021, 49% of nonperforming assets related to energy
 
credits
 
that were
significantly impacted by lower oil prices over the past few years.
 
At December 31, 2020, nonperforming assets increased $31 million or
 
64% from 2019. $60 million of loans became nonperforming in
2020, offset by a $19 million charge-off in 2020 on a nonperforming loan with
 
a balance of $21 million at December 31, 2019 and pay
downs of $6 million related to December 31, 2019 nonperforming loans. A number of nonperforming loans were significantly impacted by
the COVID-19 pandemic. Nonperforming loans included businesses in the following
 
industries: (i) hotel, (ii) senior housing, and a few
commercial credits. As of December 31, 2020, 34% of the nonperforming asset balance related to energy credits caused
 
by volatility in the
oil and natural gas market.
 
At December 31, 2019, nonperforming assets increased $30 million or
 
169% from 2018. During 2019, a commercial loan relationship
with an outstanding balance of $30 million was restructured as a TDR due to financial
 
problems. By December 31, 2019, the commercial
TDR was in default of the modified terms as the borrower’s business and the value of
 
the underlying collateral continued to deteriorate. This
$30 million loan relationship was the primary reason for the increase in nonperforming
 
assets and the increase in the ALLL to period end
nonperforming loans.
 
During the year ended December 31, 2019, the Company foreclosed
 
on $4 million of assets, including land and industrial assets.
These assets related to one commercial loan and one commercial real estate loan. During the
 
year ended December 31, 2020, these assets
were written-down by $1 million and the industrial facilities were sold. In
 
addition, the Company foreclosed on a commercial real estate
building valued at $1 million. For information regarding the foreclosed
 
assets held-for-sale refer to
Note 8: Foreclosed Assets
 
within the
Notes to the Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51
The following table presents the Company’s nonperforming assets for the dates indicated:
For the Period Ended December 31,
2021
2020
2019
(Dollars in thousands)
Nonaccrual loans
$
31,432
$
75,051
$
39,675
Loans past due 90 days or more and still accruing
90
1,024
4,591
Total nonperforming loans
31,522
76,075
44,266
Foreclosed assets held-for-sale
1,148
2,347
3,619
Total nonperforming assets
$
32,670
$
78,422
$
47,885
ALLL to total loans
1.37
%
1.70
%
1.48
%
ALLL to nonaccrual loans
185.72
100.33
143.41
ALLL to nonperforming loans
185.19
98.98
128.54
Nonaccrual loans to total loans
0.74
1.69
1.03
Nonperforming loans to total loans
0.74
1.71
1.15
Nonperforming assets to total assets
0.58
%
1.39
%
0.97
%
During the year ended December 31, 2021, $2 million of interest income
 
was recognized related to the $31 million in nonaccrual loans
above. If the loans had been current in accordance with their original
 
terms and had been outstanding through the period or since inception,
the gross interest income that would have been recorded for the year
 
ended December 31, 2021 would have been $3 million.
 
During the year ended December 31, 2020, $1 million of interest income
 
was recognized related to the $75 million in nonaccrual loans
above. If the loans had been current in accordance with their original
 
terms and had been outstanding through the period or since inception,
the gross interest income that would have been recorded for the year
 
ended December 31, 2020 would have been $2 million.
 
 
Other Asset Quality Metrics
Other asset quality metrics management reviews include loans past due
 
30 - 89 days and classified loans. The Company defines
classified loans as loans categorized as substandard - performing, substandard
 
- nonperforming, doubtful or loss. For the definitions of
substandard, doubtful and loss, refer to the “Loans by Risk Rating” section within
Note 4: Loan and Allowance for Loan Losses
 
in the Notes
to the Consolidated Financial Statements.
The decrease in the balance of December 31, 2021 loans past due between 30
 
and 89 days was driven by improved market conditions
and improved credit quality metrics during 2021 as classified assets decreased
 
$209 million and the ratio of allowance for loan losses to total
loans decreased to 1.37%
 
from 1.70%
 
in the prior year. The improvements in credit metrics were primarily driven by upgrades in
 
COVID-19
impacted segments and the energy portfolio.
 
The Company continually analyzes economic and other factors including
 
the impact of the COVID-19 pandemic and changes in oil
and gas prices among other considerations.
 
Our discussion regarding grade migration is provided within the “allowance
 
for loan losses”
section above.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p52i0.gif
 
 
 
 
 
 
52
$702
$662
$739
$655
$746
3.85%
3.62%
3.35%
3.05%
2.90%
2017
2018
2019
2020
2021
Investment Portfolio ($M)
Total debt securities
Yield on securities (FTE)
The following table summarizes our loans past due 30 - 89 days, classified assets and
 
related ratios:
For the Period Ended December 31,
2021
2020
2019
(Dollars in thousands)
Loan Past Due Detail
30 - 59 days past due
$
1,671
$
10,137
$
6,292
60 - 89 days past due
1,858
7,941
530
Total 30 - 89 days past due
$
3,529
$
18,078
$
6,822
Loans 30 - 89 days past due / gross loans
0.08
%
0.41
%
0.18
%
Classified Loans
Substandard - performing
$
47,275
$
211,008
$
47,221
Substandard - nonperforming
28,879
70,734
34,192
Doubtful
2,554
4,315
5,483
Loss
—
—
—
Total classified loans
78,708
286,057
86,896
Foreclosed assets held for sale
1,148
2,347
3,619
Total classified assets
$
79,856
$
288,404
$
90,515
Classified loans / (total capital + ALLL)
10.8
%
40.9
%
13.2
%
Classified assets / (total capital + ALLL)
11.0
%
41.2
%
13.7
%
ALLL to total loans
1.37
%
1.70
%
1.48
%
Net charge-offs to average loans
0.30
%
0.89
%
0.31
%
Investment Portfolio
Our investment portfolio is governed by our investment policy that sets our
 
objectives, limits and liquidity requirements among other
items. The portfolio is maintained to serve as a contingent, on-balance sheet source
 
of liquidity. The objective of our investment portfolio is
to optimize earnings, manage credit risk, ensure adequate liquidity, manage
 
interest rate risk, meet pledging requirements and meet
regulatory capital requirements. Our investment portfolio is generally
 
comprised of government sponsored entity securities and U.S. state
and political subdivision securities with limits set on all types of securities.
At the date of purchase, all debt securities are classified as available-for-sale securities.
 
Since interest rates move in cycles, having an
available-for-sale portfolio allows management to: (i) protect against additional
 
unrealized market valuation losses; (ii) provide more
liquidity as rates rise, which often coincides with increasing loan demand
 
and slower deposit growth; and (iii) generate more money to
reinvest when rates are higher giving the institution an opportunity to lock in
 
higher yields. In the event the available-for-sale portfolio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53
becomes too large given the constraints set in the policy, investments may be classified
 
as held-to-maturity. Held-to-maturity classification
will only be used if we have the intent and ability to hold the investment to
 
its maturity.
At December 31, 2021, available-for-sale debt securities increased $91
 
million or 14% from the prior year-end. During 2021, the
Company purchased $117 million of tax-exempt municipal securities and $108
 
million of mortgage-backed securities primarily to utilize
liquidity and increase the Company’s interest-earning assets.
As part of management’s investment strategy during 2020, the Company
 
chose not to replace all the cash flows associated with
mortgage-backed security prepayments and realized gains from
 
selling securities that were adversely impacted by the COVID-19 pandemic
or at risk of possible downgrades. Securities showing signs of credit stress, faster
 
prepayments and low reinvestment yield options were
analyzed to ensure adequate levels of risk were maintained within the portfolio.
During 2019, the investment portfolio increased to manage our liquidity
 
position. In 2018, the investment portfolio declined from the
prior year as we moved liquid assets to support higher yielding assets. Prior to fiscal year
 
2018, we purchased securities of states of the U.S.
and political subdivisions as part of our tax and liquidity strategies.
 
For information related to the book value and fair value of our available
 
-for-sale securities at December 31, 2021 and 2020 refer to the
“Available-for-Sale Securities” segment in
Note 3: Securities
 
within the Notes to the Consolidated Financial Statements. For information
related to the investment maturity schedule and weighted average yield for
 
each range of maturities refer to the “Maturity Schedule” segment
in
Note 3: Securities
 
within the Notes to the Consolidated Financial Statements.
 
Bank-Owned Life Insurance (“BOLI”)
The Company maintains investments in BOLI policies to help control employee
 
benefit costs, as a protection against loss of certain
employees and as a tax planning strategy. The increase in yield in 2021 was primarily due to the Company
 
recognizing $2 million in tax-free
death benefits from a bank-owned life insurance policy. The decline in yield between
 
December 31, 2019 and December 31, 2020 was
attributable to the insurance carrier’s underlying investments and operating
 
costs that decreased overall income on the underlying asset.
The following table provides the balance of BOLI income earned and tax-equivalent
 
yield for the periods indicated:
As of or For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Ending balance
$
67,498
$
67,498
$
65,689
Income earned
$
3,483
$
1,809
$
1,878
Tax-equivalent yield
(1)
6.4
%
3.4
%
3.6
%
(1)
Tax exempt income is calculated on a tax-equivalent basis. BOLI income is exempt from federal and state taxes. The incremental tax rate used is 24.7%
between 2019 and 2021.
Deposits
Deposits come through our markets as well as through participation in
 
certain wholesale programs. The Company offers a variety of
deposit products including non-interest-bearing demand deposits and interest-bearing
 
deposits that include transaction accounts (including
NOW accounts), savings accounts, money market accounts, and certificates of deposit. The Bank also
 
acquires brokered deposits, internet
subscription certificates of deposit, and reciprocal deposits through
 
the Intrafi Network. The reciprocal deposits include both the Certificate
of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) program. The Company is a member of
 
the Intrafi
Network which effectively allows depositors to receive FDIC insurance on
 
amounts greater than the FDIC insurance limit, which is currently
$250 thousand. The Intrafi Network allows institutions to break large deposits into smaller amounts
 
and place them in a network of other
Intrafi Network institutions to ensure full FDIC insurance is gained on the entire deposit.
 
 
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p54i0.gif
 
 
 
 
 
 
54
$2,303
$3,208
$3,924
$4,695
$4,684
0.99%
1.44%
1.89%
0.85%
0.40%
2017
2018
2019
2020
2021
Total Deposits ($M) and Cost of Deposits
Total deposits
Cost of deposits
Deposit accounts are added by loan cross-selling, client referrals and involvement
 
within our community.
 
At December 31, 2021, deposits decreased $11 million or less than 1% from
 
the prior year-end. Non-interest-bearing deposits
increased $445 million or 62% from December 31, 2020 to December
 
31, 2021. The increase in non-interest-bearing deposits was driven by
approximately $350 million of increased deposits from current customers
 
and approximately $363 million from new deposit relationships,
offset by deposit withdrawals.
 
At December 31, 2021, non-interest-bearing deposits represented 25%
 
of total deposits. Savings and money
market deposits increased $205 million as of December 31, 2021
 
as a result of both new deposit relationships and increased deposits from
current customers. Transaction deposits and time deposits decreased by $242 million
 
and $419 million, respectively. The significant decrease
in time deposits resulted from the low interest rate environment. Approximately $794 million of time deposits matured
 
in 2021, offset by
$394 million of new and renewed time deposits. As a result of the change in deposit mix and reduction of deposit interest rates, the
 
Company
improved the overall cost of deposits, which declined 45 basis points compared
 
to December 31, 2020.
During 2020, deposits grew $771 million or 20% from the prior year. Deposit growth
 
was driven by demand in our ICS deposit
product that increased $516 million from the prior year. The ICS product provided customers
 
with the ability to manage their cash flow
during the COVID-19 pandemic while providing insurance. In addition,
 
our interest-bearing checking accounts saw higher demand due to
PPP loan fundings. Compared to 2019, time deposits declined by $196 million or 16% and money
 
market deposits declined by $52 million as
customers moved into more attractive products.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55
The following table sets forth deposit balances by certain categories as of
 
the dates indicated and the percentage of each deposit category to total deposits:
As of December 31,
2021
2020
2019
Amount
%
Amount
%
Amount
%
(Dollars in thousands)
Noninterest-bearing deposits
$
1,163,224
25
%
$
718,459
15
%
$
521,826
13
%
Transaction deposits
536,225
12
778,124
17
259,435
7
Savings and money market deposits
2,359,761
50
2,154,675
46
1,902,752
48
Time deposits
(1)
624,387
13
1,043,482
22
1,239,746
32
Total deposits
$
4,683,597
100
%
$
4,694,740
100
%
$
3,923,759
100
%
Total uninsured deposits
(2)
$
2,413,533
$
2,223,586
$
1,873,794
(1)
Includes $91 million, $188 million and $392 million of brokered deposits, representing
 
15%, 18% and 32% of time deposits for the years ended December
 
31, 2021, 2020 and
2019, respectively.
(2)
Based on estimated amounts of uninsured deposits and are based on the
 
same methodologies and assumptions used for the Bank’s regulatory reporting
 
requirements.
 
The following table sets forth the maturity of time deposits as of December
 
31, 2021:
As of December 31, 2021
Three Months or Less
Three to Six Months
Six to Twelve Months
After Twelve Months
Total
(Dollars in thousands)
Time deposits in excess of FDIC insurance limit
$
70,936
$
23,688
$
117,376
$
18,066
$
230,066
Time deposits below FDIC insurance limit
105,591
74,352
146,266
68,112
394,321
Total time deposits
$
176,527
$
98,040
$
263,642
$
86,178
$
624,387
As of December 31, 2021, the Company had approximately $2.4
 
billion of uninsured deposits, which is an estimated amount based on the same methodologies
 
and assumptions
used for the Bank’s regulatory requirements. The Company believes that its current
 
capital ratios and liquidity are sufficient to mitigate the risks of uninsured
 
deposits.
 
Other Borrowed Funds
Since it may not be possible to achieve the institution’s overall funding needs
 
through core deposit funding, other borrowings may be used to support asset growth.
 
Management
has a funds management policy and committee, which supports the use of
 
other borrowings. The risks associated with other borrowings are addressed in the same
 
fashion as other balance
sheet risks incurred by the Bank. Credit risk, interest rate risk, concentration risk,
 
capital adequacy and liquidity are measured for the balance sheet as a whole, including
 
any wholesale
funding strategies that have been implemented or are expected to be
 
implemented.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
56
The following table sets forth the amounts outstanding and weighted
 
average interest rate of our borrowings as of the dates indicated:
As of December 31,
2021
2020
2019
Amount
Weighted Average
Interest Rate
Amount
Weighted Average
Interest Rate
Amount
Weighted Average
Interest Rate
(Dollars in thousands)
Repurchase agreements
$
—
—
%
$
2,306
0.15
%
$
14,921
1.00
%
FHLB borrowings
(1)
236,600
1.92
293,100
1.78
358,743
1.84
Trust preferred securities
(2)
1,009
1.94
963
1.96
921
3.63
Total other borrowings
$
237,609
1.92
%
$
296,369
1.77
%
$
374,585
1.81
%
(1)
Includes FHLB advances and FHLB line of credit.
(2)
The difference between the interest rate above and the interest rate in the table below is due to the Company assuming a liability with a fair value of $1 million related to the assumption of trust
preferred securities issued by Leawood Bancshares Statutory Trust I for $4 million on September 30, 2005. In 2012, the Company settled litigation related to the trust preferred securities which
decreased the principal balance by $2 million and the recorded balance by approximately $400 thousand. The difference between the recorded amount and the contract value of $3 million is being
accreted to the maturity date in 2035.
For a description and general terms of the other borrowed funds, refer
 
to
Note 10: Borrowing Arrangements
 
within the Notes to the Consolidated Financial Statements.
The following table sets forth the maximum amount at any month end during the
 
reporting period, the weighted average interest rate and the average balance of other
 
borrowings
during the reported period for the years indicated:
For the Year Ended December 31,
2021
2020
2019
Maximum
Amount
Outstanding at
Any Month End
Average
Amount
Weighted
Average
Interest
Rate
Maximum
Amount
Outstanding at
Any Month End
Average
Amount
Weighted
Average
Interest
Rate
Maximum
Amount
Outstanding at
Any Month End
Average
Amount
Weighted
Average
Interest
Rate
(Dollars in thousands)
Repurchase agreements
$
6,218
$
1,821
0.15
%
$
57,259
$
32,265
0.49
%
$
72,048
$
43,845
1.32
%
Federal funds purchased
—
—
—
30,000
2,589
0.19
25,000
672
1.96
Federal reserve discount window
—
—
—
15,000
1,055
0.24
—
—
—
FHLB borrowings
(1)
293,100
277,558
2.10
470,659
382,047
1.66
388,743
322,060
1.98
Trust preferred securities
$
1,009
982
5.05
$
963
939
11.34
$
921
899
16.34
Total other borrowings
$
280,361
2.10
%
$
418,895
1.58
%
$
367,476
1.93
%
(1)
Includes FHLB advances and FHLB line of credit.
 
 
57
Liquidity and Capital Resources
Contractual Obligations and Off-Balance Sheet Arrangements
The Company is subject to contractual obligations made in the ordinary
 
course of business. The obligations include deposit liabilities,
other borrowed funds, and operating leases. Refer to
Note 10: Borrowing Arrangements
 
within the Notes to the Consolidated Financial
Statements for a listing of our December 31, 2021 significant contractual
 
cash obligations to third parties on debt obligations. Refer to
 
Note
18: Operating Leases
 
within the Notes to the Consolidated Financial Statements for a summary
 
of our contractual cash obligations to third
parties on lease obligations.
 
As a financial services provider, the Company is a party to various financial instruments
 
with off-balance sheet risks, such as
commitments to extend credit.
 
Off-balance sheet arrangements represent the Company’s future cash requirements.
 
However, a portion of
these commitments may expire without being drawn upon. Refer to
Note 21: Commitments and Credit Risk
 
within the Notes to the
Consolidated Financial Statements for a listing of our December 31, 2021 off-balance
 
sheet arrangements.
 
The Company’s short-term and long
 
-term contractual obligations, including off-balance
 
sheet obligations, may be satisfied through
our on-balance sheet and off-balance sheet liquidity
 
discussed below.
 
Liquidity
Liquidity is the ability to generate adequate amounts of cash from depositors,
 
stockholders, profits or other funding sources, to meet
our needs for funding, including payments to borrowers, operational
 
costs, capital requirements and other strategic cash flow needs.
 
Our liquidity policy governs our approach to our liquidity position. The objective is to maintain
 
adequate, but not excessive, liquidity
to meet the daily cash flow needs of our clients while attempting to achieve
 
adequate earnings for our stockholders. Our liquidity position is
monitored continuously by our finance department.
Liquidity resources can be derived from two sources: (i) on-balance
 
sheet liquidity resources, which represent funds currently on the
balance sheet; and (ii) off-balance sheet liquidity resources, which represent
 
funds available from third-party sources. On-balance sheet
liquidity resources include overnight funds, short-term deposits with other
 
banks, available-for-sale (“AFS”) securities, and certain other
sources. Off-balance sheet liquidity resources consist of credit lines, wholesale
 
deposits and debt funding and certain other sources.
On-balance sheet liquidity resources can be broken down into three
 
sections: (i) primary liquidity resources, which represent liquid
funds that are on the balance sheet; (ii) tertiary liquidity resources, which represent
 
assets that can be sold into the secondary market; and (iii)
public funds, which represent deposits. Primary liquidity resources
 
include overnight funds plus short-term, interest-bearing deposits with
other banks and unpledged AFS securities. Tertiary liquidity resources include loans that can be sold into the secondary market or
 
through
participation and unpledged securities classified as held-to-maturity.
 
Public funds are another source of wholesale deposits as they require
collateral.
Off-balance sheet liquidity resources require sufficient collateral, in the
 
form of loans or securities, and have a larger, negative impact
on our capital ratios. As a result, off-balance sheet liquidity has a higher cost on our asset growth compared to deposit growth.
 
Off-balance
sheet liquidity exists in several forms including: (i) internet subscription
 
certificates of deposit; (ii) brokered deposits; (iii) borrowing
capacity; (iv) repurchase agreements; or (v) other sources.
Internet subscription certificates of deposit are deposits made through national,
 
wholesale certificates of deposit funding programs.
These programs are designed to provide funding outside of the Bank’s normal
 
market or existing client base and allow the Bank to diversify
its wholesale funding resources. This form of funding does not require collateral and generally
 
cannot be redeemed early. Brokered deposits
are deposits funded through various broker-dealer relationships. The market for
 
wholesale deposits is well developed. A key feature of this
type of funding is that it is generally unsecured and does not require collateral
 
for pledging.
Borrowing capacity refers to a form of liability-based funding. Repurchase
 
agreements are another source of short-term funding in
which a bank agrees to sell a security to a counterparty and repurchase the same or
 
an identical security from the counterparty at a specified
future date and price. Public funds are another source of wholesale deposits as they
 
require collateral.
Our short-term and long-term liquidity requirements are primarily met
 
through cash flow from operations, redeployment of prepaying
and maturing balances in our loan portfolio and security portfolio, increases
 
in client deposits and wholesale deposits. Other alternative
sources of funds will supplement these primary sources to the extent necessary
 
to meet additional liquidity requirements on either a short-
term or long-term basis.
The Consolidated Statements of Cash Flows summarize our sources
 
and uses of cash by type of activity for the years ended
December 31, 2021 and 2020. As of December 31, 2021, we had cash and cash equivalents of $483 million compared
 
to $409 million at
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
58
December 31, 2020. The change in cash and cash equivalents was due to an $88 million increase in
 
cash provided by operating activities, a
$93 million decrease in cash provided by financing activities and net
 
cash provided by investing activities of $79 million. During 2021,
liquid assets increased as deposit growth outpaced loan growth. Depositors increased
 
as customer liquidity improved through various
economic factors. In addition, the Company was able to payoff matured borrowings
 
without replacing them with new debt. Our portfolio of
on-balance sheet and off-balance sheet liquidity continues to exceed
 
the amount we estimate we would need to manage through an adverse
liquidity event.
At December 31, 2020, we had cash and cash equivalents of $409 million compared
 
to $187 million at December 31, 2019. The
change in cash and cash equivalents was due to an $80 million increase in cash provided
 
by operating activities, a $686 million increase in
cash provided by financing activities and net cash used in investing activities of $545
 
million. During 2020, liquid assets increased as an
indirect result of the COVID-19 pandemic. The proceeds from PPP loans increased demand deposits and the Company’s overall
 
liquidity as
PPP loan proceeds
 
waited to be disbursed. Loan growth was lower than deposit growth as customers protected
 
their liquid positions.
As of December 31, 2021, 2020, and 2019, we had the following available
 
funding:
As of December 31,
2021
2020
2019
(Dollars in thousands)
On-balance sheet liquidity
(1)
$
1,224,253
$
1,046,110
$
888,080
Off-balance sheet liquidity
(2)
732,748
756,325
524,332
Total liquidity
$
1,957,001
$
1,802,435
$
1,412,412
On-balance sheet liquidity
(1)
 
as a percent of assets
22
%
19
%
18
%
Total liquidity as a percent of assets
35
%
32
%
29
%
(1)
On-balance sheet liquidity represents funds currently on the balance sheet. It consists of overnight funds, short-term deposits with other banks,
available-for-sale securities, and other assets.
 
(2)
Off-balance sheet liquidity represents funds available from third-party sources including credit lines, wholesale deposits, debt funding, and other
sources
Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements
 
administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain mandatory
 
and possibly additional discretionary actions by regulators that,
if undertaken, could have a direct material effect on the Company’s consolidated
 
financial statements. Refer to Item 1. Business under the
“Supervision and Regulation” section for a detailed discussion regarding
 
our capital requirements.
 
The Company monitors our capital ratios using forecasts and stress testing. Based on
 
our capital ratios in 2020 and 2021 we were
considered well-capitalized. As of December 31, 2021, the FDIC categorized the Bank as “well-capitalized” under
 
the prompt corrective
action framework. There have been no conditions or events since December 31,
 
2021 that management believes would change this
classification.
Refer to
Note 13: Regulatory Matters
 
in the Notes to the Consolidated Financial Statements for the table that
 
summarizes the capital
requirements applicable to the Company and the Bank in order to be considered
 
“well-capitalized” from a regulatory perspective, as well as
the Company’s and the Bank’s capital ratios as of December 31, 2021
 
and 2020. The Bank exceeded all regulatory capital requirements
under Basel III and the Bank was considered to be “well-capitalized” for the periods ended
 
December 31, 2021
 
and 2020.
 
 
 
 
 
 
 
 
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-cfb10k2021p59i0.gif
 
 
 
 
 
 
59
$287
$490
$602
$624
$668
$8.38
$10.21
$11.58
$12.08
$13.23
2017
2018
2019
2020
2021
Stockholders' Equity ($M) and Book Value per Share
Total stockholders' equity
Book value per share
Stockholders’ Equity
Prior to our IPO in 2019, the Company’s increase in equity primarily came from
 
private placements. For the years ended December
31, 2020 and 2021, the Company’s equity increased primarily due
 
to an increase in net income and changes to the unrealized gain on
available-for-sale securities.
 
The following graph presents total stockholders’ equity and book value per share as of the end of the periods
indicated:
Changes in stockholders’ equity for the fiscal years ended December 31, 2019, 2020, and 2021 are provided in the Consolidated
Statements of Stockholders’ Equity. Additional information regarding the Company’s stock activity is provided in
Note 22: Stock Offerings
and Repurchases
 
within the Notes to the Consolidated Financial Statements.
 
Interest Rate Sensitivity
A primary component of market risk is interest rate volatility. Managing interest rate risk is a key element of our balance
 
sheet
management. Interest rate risk is the risk that net interest margins will be eroded over
 
time due to changing market conditions. Many factors
can cause margins to erode: (i) lower loan demand; (ii) increased competition
 
for funds; (iii) weak pricing policies; (iv) balance sheet
mismatches; and (v) changing liquidity demands. We manage our sensitivity position
 
using our interest rate risk policy. The management of
interest rate risk is a three-step process and involves: (i) measuring the interest
 
rate risk position; (ii) policy constraints; and (iii) strategic
review and implementation.
Our exposure to interest rate risk is managed by the Bank’s Funds Management
 
Committee (“FMC”) in accordance with policies
approved by the Bank’s board of directors. The FMC uses a combination of three systems to measure
 
the balance sheet’s interest rate risk
position. Because each system serves a different purpose and provides a different
 
perspective, the three systems in combination are expected
to provide a better overall result than a single system alone. The three systems include:
 
(i) gap reports; (ii) earnings simulation; and (iii)
economic value of equity.
•
 
A gap report measures the repricing volume of assets and liabilities by time period. The difference between repricing assets and
repricing liabilities for a particular time period is known as the periodic repricing
 
gap. Using this method, it is possible to estimate
the impact on earnings of a given rate change. As a method of evaluating interest rate risk, the gap report is a reasonably
 
accurate
method of assessing earnings exposure. However, its reliability diminishes
 
as balance sheet complexity increases. Optionality and
other factors complicate the analysis.
•
 
An earnings simulation measures the effect of changing interest rates on net interest
 
income and earnings. Earnings simulation is
more detailed than gap analysis. Under this approach, the repricing characteristics
 
of each asset and liability instrument are
programmed into a computer simulation model. This programming allows the Bank
 
to refine important characteristics such as caps,
floors, and time lag. It also allows the Bank to include the impact of new business
 
activity in the analysis. Gap reporting only
considers the existing balance sheet position.
60
•
 
Economic Value of Equity (“EVE”) is a valuation approach to measuring long-term
 
interest rate risk exposure. This approach
considers all future time periods, which provides an advantage over earnings
 
simulation. However, a negative attribute of EVE is
that it assumes a sustained change in rates, which is never the case in the long-term. This seeks to compute
 
the financial risk of
having a duration mismatch between assets and funding.
In addition, the FMC compares the current interest rate risk position to policy limits. This procedure
 
is compliance oriented and results
in either a pass or fail outcome. When the balance sheet is in compliance, no further
 
action is necessary. In instances of noncompliance, the
FMC will develop a plan of action to correct the condition. A summary of the plan and its timing for completion will be forwarded to the
board of directors each quarter until compliance is reestablished.
The FMC also evaluates interest rate risk positioning in light of anticipated
 
interest rates. The purpose of this comparison is to
determine whether action steps need to be taken to modify current strategy. The results form a decision-making
 
input for the committee. If it
is determined that more asset sensitivity is needed, the committee will either increase
 
rate sensitive assets or reduce rate sensitive liabilities.
The opposite will occur if less asset sensitivity is desired.
Loan and deposit repricing assumptions are critical in measuring interest rate risk.
 
For loans, management reviews spreads and
prepayment assumptions. For deposits, management reviews beta
 
factors and decay assumptions. The FMC reviews and adjusts repricing
assumptions at least annually. Model assumptions are included in the output
 
reports and reviewed by the FMC on a periodic basis.
When evaluating balance sheet rate sensitivity, a proper analysis of total funding
 
is of critical importance. The funding side of the
balance sheet can be segregated into three broad categories, as follows: (i) funding
 
with defined maturity dates; (ii) non-maturity deposits;
and (iii) perpetual funding.
 
•
 
Funding with defined maturity dates includes certificates of deposit and
 
borrowed funds. The repricing analysis requires a twofold
statement of behavior for each balance sheet category. It requires a cash flow schedule
 
for principal and interest payments and a
repricing schedule of rate adjustments. Once the cash flow and repricing
 
projections are developed, the category can be analyzed for
interest rate risk exposure.
•
 
Non-maturity deposits tend to be a longer term, less volatile source of funds. Non-maturity
 
deposits have very short contractual
lives. The Bank uses historical analysis to develop its decay assumptions, but it looks at aggregate
 
account types rather than
individual clients. The review analyzes both non-maturity deposits as a whole and individual
 
deposit categories.
 
•
 
Perpetual funding is the most stable and least costly source of funding. Its main
 
component is equity capital. It has a zero interest
rate and cannot be withdrawn by stockholders because of a rate change.
 
In effect, it is a perpetual source of free funding.
 
To ensure a formal evaluation process, periodic independent evaluations
 
are conducted and documented. Such evaluation consists
primarily of: (i) an assessment of internal controls; (ii) an evaluation of data
 
integrity; (iii) the appropriateness of the risk management
system; (iv) the reasonableness of validity scenarios; (v) a review of the
 
FMC policy; and (vi) validation of calculations. In addition, to
ensure the model is working as expected a back test of the model is completed
 
at least annually.
All of the assumptions used in our analysis are inherently uncertain and,
 
as a result, the model cannot precisely measure future net
interest income or precisely predict the impact of fluctuations in market interest
 
rates on net interest income. Actual results may differ from
the model’s simulated results due to timing, magnitude and frequency
 
of interest rate changes as well as changes in market conditions and the
application and timing of various management strategies.
On a quarterly basis, we run various simulation models including a static balance
 
sheet and dynamic growth balance sheet. These
models test the impact on net interest income and fair value of equity from changes
 
in market interest rates under various scenarios. Under
the static model and dynamic growth models, rates are shocked instantaneously
 
and ramped rates change over a 12-month horizon based
upon parallel and nonparallel yield curve shifts. Parallel shock scenarios
 
assume instantaneous parallel movements in the yield curve
compared to a flat yield curve scenario. Nonparallel simulation involves
 
analysis of interest income and expense under various changes in the
shape of the yield curve.
Our internal policy regarding internal rate risk simulations currently
 
specifies that for instantaneous parallel shifts of the yield curve,
estimated net interest income at risk for the subsequent one-year period
 
should not decline by more than 5% for a -100 basis point shift, 5%
for a 100 basis point shift, 10% for a 200 basis point shift, 15% for a 300 basis point
 
shift, and 20% for a 400 basis point shift.
The Company has several instruments that can be used to manage interest rate risk,
 
including: (i) modifying the duration of interest-
bearing liabilities; (ii) modifying the duration of interest-earning assets, including
 
our investment portfolio; and (iii) entering into on-balance
sheet derivatives. Based upon the nature of our operations, we are not subject to
 
foreign exchange or commodity price risk.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
61
The FMC evaluates interest rate risk using a rate shock method and rate
 
ramp method. In a rate shock analysis, rates change
immediately and the change is sustained over the time horizon. In a rate
 
ramp analysis, rate changes occur gradually over time. The
following tables summarize the simulated changes in net interest income and
 
fair value of equity over a 12 month horizon using a rate shock
and rate ramp method as of the dates indicated:
Hypothetical Change in Interest Rate - Rate Shock
December 31, 2021
December 31, 2020
Change in Interest Rate
(Basis Points)
Percent Change in
Net Interest Income
Percent Change in
Fair Value of Equity
Percent Change in
Net Interest Income
Percent Change in
Fair Value of Equity
+300
7.9
%
(7.7)
%
1.2
%
(10.3)
%
+200
4.6
(4.7)
0.4
(6.2)
+100
1.5
(2.7)
(0.3)
(2.8)
Base
—
%
—
%
—
%
—
%
-100
NA
(1)
NA
(1)
NA
(1)
NA
(1)
-200
NA
(1)
NA
(1)
NA
(1)
NA
(1)
(1)
The Company decided to exclude the down rate environment from its analysis due to the already low interest rate environment.
Hypothetical Change in Interest Rate - Rate Ramp
December 31, 2021
December 31, 2020
Change in Interest Rate
(Basis Points)
Percent Change in Net Interest Income
Percent Change in Net Interest Income
+300
3.4
%
0.9
%
+200
1.9
0.3
+100
0.6
(0.1)
Base
—
%
—
%
-100
NA
(1)
NA
(1)
-200
NA
(1)
NA
(1)
(1)
The Company decided to exclude the down rate environment from its analysis due to the already low interest rate environment.
The hypothetical positive change in net interest income as of December
 
31, 2021 in an up 100 environment is primarily due to
approximately two-thirds of the Company’s earning assets adjusting
 
within the first year. In addition, the Company’s time deposits and other
borrowings will continue to mature. Increases in the up 100 environment are
 
impacted by floors on variable rate loans. In an up 200 and 300
environment, floors on variable rate loans become less impactful and
 
earning assets reprice faster than interest-bearing liabilities. Loans
remain the largest portion of our adjustable earning assets, as the mix of
 
adjustable loans or those maturing in one year was 76%.
The models the Company uses include assumptions regarding interest
 
rates and balance changes.
 
These assumptions are inherently
uncertain and, as a result, the model cannot precisely estimate net interest income
 
or precisely predict the impact of higher or lower interest
rates on net interest income. Actual results may differ from simulated results due to timing, magnitude and frequency of
 
interest rate changes
as well as changes in market conditions, customer behavior and management
 
strategies, among other factors.
 
Critical Accounting
 
Policies and Estimates
Our consolidated financial statements are prepared in accordance
 
with GAAP and with general practices within the financial services
industry. Application of these principles requires management to make complex and subjective estimates and assumptions
 
that affect the
amounts reported in the financial statements and accompanying notes. We base our
 
estimates on historical experience and on various other
assumptions that we believe to be reasonable under current circumstances. These assumptions
 
form the basis for our judgments about the
carrying values of assets and liabilities that are not readily available from independent,
 
objective sources. We evaluate our estimates on an
ongoing basis. Use of alternative assumptions may have resulted in significantly
 
different estimates. Actual results may differ from these
estimates.
62
The Company qualifies as an EGC under the JOBS Act. Section 107 of the JOBS Act provides that an EGC can take advantage of the
extended transition period when complying with new or revised accounting
 
standards. This allows an EGC to delay adoption of certain
accounting standards until those standards would apply to private companies;
 
however, the EGC can still early adopt new or revised
accounting standards, if applicable. We have elected to take advantage of this extended
 
transition period, which means the financial
statements in this Form 10-K, as well as financial statements we file in the future,
 
will be subject to all new or revised accounting standards
generally applicable to private companies, unless stated otherwise. This decision will remain
 
in effect until the Company loses its EGC
status.
Our most significant accounting policies are described in
Note 1: Nature of Operations and Summary of Significant Accounting
Policies
 
within the Notes to the Consolidated Financial Statements. We identified the
 
following accounting policies and estimates that, due to
the difficult, subjective or complex judgments and assumptions inherent
 
in those policies and estimates and the potential sensitivity of our
financial statements to those judgments and assumptions, are critical to
 
an understanding of our financial condition and results of operations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
63
Description
Judgments and
Uncertainties
Ranges over the Last
Three Years
Effect if Actual Results Differ From Assumptions
Allowance for Loan Losses:
The ALLL is a valuation allowance for probable incurred credit
losses. Loan losses are charged against the allowance when
management believes the collectability of a loan balance is
unlikely. Subsequent recoveries, if any, are credited to the
allowance.
 
The allowance consists of specific and general components.
 
The specific component relates to loans that are individually
classified as impaired. A loan is considered impaired when,
based on current information and events, it is probable that the
Bank will be unable to collect all amounts due according to the
original contractual terms of the loan agreement. If a loan is
impaired, a portion of the allowance is allocated so that the loan
is reported net at the present value of estimated future cash
flows using the loan’s existing rate or at the fair value of
collateral if repayment is expected solely from the sale of the
collateral.
The general component covers the remaining pool of loans and
is based on historical charge-off experience and expected loss
given default derived from the Company’s internal risk rating
process. Other adjustments may be made to the allowance for
pools of loans after an assessment of internal or external
influences on credit quality that are not fully reflected in the
historical loss or risk rating data.
The determination of the
Company’s ALLL
contains uncertainties
because it requires
management to make
assumptions and
judgments regarding
future uncollectible
amounts on the loan
portfolio.
Impaired loans may be
impacted by
management's decisions
on the marketability
discount.
The general component
of the ALLL may be
impacted by
management's decisions
on qualitative rates and
loan risk ratings.
Year-end ALLL Balance:
(Dollars in thousands)
2019 - $56,896
2020 - $75,295
2021 - $58,375
Loan Provision:
(Dollars in thousands)
2019 - $29,900
2020 - $56,700
2021 - ($4,000)
For the year ended December 31, 2020, the Company
separated substandard loans into performing and
nonperforming categories that were previously
consolidated. The new approach provided a better estimate
of potential losses inherent in the substandard portfolio.
Besides the change above, the Company has not made any
material changes in the accounting methodology used to
record the ALLL during the past three years.
Based on current applicable GAAP guidance, the Company
does not believe there is a reasonable likelihood that there
will be a material change in the future estimates or
assumptions used to record the ALLL.
 
See the Recent Accounting Pronouncements section for an
update regarding Accounting Standard Update (“ASU”)
2016-13 that will impact the accounting methodology used
to record the ALLL.
 
If actual results are materially different from the judgments
and uncertainties made, the Company would be required to
increase (decrease) its loan provision resulting in a decrease
(increase) in net income.
For example, a 10 basis point increase in our qualitative
factors would increase the provision and related ALLL by
$4 million.
 
 
 
 
64
Description
Judgments and
Uncertainties
Ranges over the Last
Three Years
Effect if Actual Results Differ From Assumptions
Investment Securities Impairment:
Periodically, the Company may need to assess whether there
have been any events or economic circumstances to indicate
that a security on which there is an unrealized loss is impaired
on an other-than- temporary basis.
In any such instance, the Company would consider many
factors, including the length of time and the extent to which the
fair value has been less than the amortized cost basis, the market
liquidity for the security, the financial condition and the near-
term prospects of the issuer, expected cash flows, and our intent
and ability to hold the investment for a period of time sufficient
to recover the temporary loss. Securities on which there is an
unrealized loss that is deemed to be other-than-temporary
 
are
written down to fair value, with the write-down recorded as a
realized loss in securities gains (losses).
The determination of an
investment impairment
contains uncertainties
because it requires
management to make
assumptions and
judgments regarding
future uncollectible
amounts based on
investments that have a
lower market value than
book value within the
security portfolio.
 
During 2021, an equity
security acquired in
partial satisfaction of
debts previously
contracted was sold at a
loss of $6 million.
The Company has not made any material changes in the
accounting methodology used to evaluate whether an
investment is other-than-temporarily impaired during the
past three years.
Based on current applicable GAAP guidance, the Company
does not believe there is a reasonable likelihood that there
will be a material change in the future estimates or
assumptions used to record impaired securities.
 
See the Recent Accounting Pronouncements section for an
update regarding ASU 2016-13 that will impact the
accounting methodology used to record other-than-
temporary impairments on securities.
 
If actual results are materially different from the judgments
and uncertainties made, the Company would be required to
impair the associated securities, resulting in a decline in net
income, other comprehensive income, or both.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
65
Description
Judgments and Uncertainties
Ranges over the Last
Three Years
Effect if Actual Results Differ From Assumptions
Deferred Tax Asset:
The Company accounts for income taxes in
accordance with income tax accounting
guidance. Accordingly, we record a net
deferred tax asset or liability based on the tax
effects of the differences between the
book and tax bases of assets and liabilities. If
currently available information indicates it is
“more likely than not” that the net deferred
tax asset will not be realized, a valuation
allowance is established. Net deferred tax
assets are measured using enacted tax rates
expected to apply to taxable income in the
years in which those temporary differences
are expected to be recovered or settled.
The Company exercises significant
judgment in evaluating the amount
and timing of recognition of the
resulting tax liabilities and assets.
These judgments and estimates are
inherently subjective and reviewed
on a continual basis as regulatory
and business factors change. Any
reduction in estimated future
taxable income may require us to
record a valuation allowance
against our new deferred tax asset.
A valuation allowance would result
in additional income tax expense in
such period, which would
negatively affect earnings.
Effective Tax Rate:
2019: 13%
2020: 18%
2021: 20%
The Company is subject to various state tax rates that impact the
overall effective tax rate. Changes in income earned in various
states may increase or decrease the effective tax rate in the future.
Based on current applicable GAAP guidance, the Company does
not believe there is a reasonable likelihood that there will be a
material change in the future estimates or assumptions used to
record the deferred tax asset.
In the event the Company was required to change the effective tax
rate used to calculate the deferred tax asset, a rate decrease would
result in a lower deferred tax asset and net income while a rate
increase would result in a higher deferred tax asset and net income.
For example, if the effective tax rate was reduced by 1% as of
December 31, 2021, a $779 thousand decrease in our deferred tax
asset and an increase to the Company's tax expense of the same
amount would occur.
 
 
 
 
66
Description
Judgments and Uncertainties
Ranges over the Last
Three Years
Effect if Actual Results Differ From Assumptions
Fair Value of Financial Instruments:
ASC Topic 820, Fair Value Measurement
defines fair value as the price that would be
received to sell a financial asset or paid to
transfer a financial liability in an orderly
transaction between market participants at
the measurement date.
 
The degree of management
judgment involved in determining
the fair value of assets and
liabilities is dependent upon the
availability of quoted market prices
or observable market parameters.
For financial instruments that trade
actively and have quoted market
prices or observable market
parameters, there is minimal
subjectivity involved in measuring
fair value. When observable market
prices and parameters are not
available, management judgment is
necessary to estimate fair value. In
addition, changes in market
conditions may reduce the
availability of quoted prices or the
observable date.
The Company has not made any material changes in the accounting
methodology used to evaluate the fair market value of assets or
liabilities when observable market prices and parameters are not
available and management judgment is necessary.
Based on current applicable GAAP guidance, the Company does
not believe there is a reasonable likelihood that there will be a
material change in the future estimates or assumptions used to
record the fair market value of assets and liabilities.
The Company’s investment portfolio, derivatives, impaired loans,
assets held-for-sale and foreclosed assets require management’s
judgment to determine the asset’s value.
In the event the Company was required to decrease (increase) the
investment portfolio’s fair value, the result would be a decline
(increase) in total assets, OCI, and AOCI.
Impaired loans impact the ALLL. See the ALLL discussion above.
67
Recent Accounting
 
Pronouncements
Refer to “
Note 1: Nature of Operations and Summary of Significant Accounting Policies”
within the Notes to the Consolidated
Financial Statements included elsewhere in this form 10-K.
 
For additional information regarding our CECL implementation as of January 1, 2022, refer to the
“Current Expected Credit Loss
(“CECL”) Implementation”
 
within Management’s Discussion and Analysis.
 
 
Item 7A.
 
Quantitative and Qualitative Disclosures about Market Risk
The information included under the caption “Interest Rate Sensitivity”
 
in Management’s Discussion and Analysis is incorporated
herein by reference.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
68
Item 8.
 
Financial Statements and Supplementary Data
Section
Page Number
69
70
71
72
73
74
76
76
91
91
96
107
107
108
110
110
111
113
114
114
115
116
117
119
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69
Report of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors and Audit Committee
CrossFirst Bankshares, Inc.
Leawood, Kansas
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CrossFirst Bankshares, Inc. (the
“Company”) as of December 31, 2021 and 2020, the related consolidated
 
statements of income, comprehensive
income, stockholders’ equity and cash flows for each of the years in
 
the three-year period ended December 31,
2021, and the related notes (collectively referred to as the “financial
 
statements”). In
 
our opinion, the
consolidated financial statements referred to above present fairly, in all material respects,
 
the financial position
of the Company as of December 31, 2021 and 2020, and the results of
 
its operations
 
and its cash flows for each
of the years in the three-year period ended December 31, 2021, in conformity
 
with accounting principles
generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to
 
express
an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to
 
the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations
 
of the Securities
 
and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
 
the consolidated financial
statements are free of material misstatement, whether due to error or fraud.
 
Our audits included procedures to
assess the risks of material misstatement, whether due to error or fraud,
 
and performing procedures that
respond to those risks. Such procedures include examining, on a test basis, evidence
 
supporting the amounts
and disclosures in the financial statements. Our audits also included evaluating the
 
accounting principles
used and significant estimates made by management, as well as evaluating
 
the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for
 
our opinion.
We
have served as the Company’s auditor since 2009.
Kansas City, Missouri
February 28, 2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
70
CrossFirst Bankshares, Inc.
Consolidated Balance Sheets
As of December 31,
2021
2020
(Dollars in thousands)
Assets
Cash and cash equivalents
$
482,727
$
408,810
Available-for-sale securities - taxable
192,146
177,238
Available-for-sale securities - tax-exempt
553,823
477,350
Loans, net of allowance for loan losses of $
58,375
 
and $
75,295
 
at December 31, 2021 and 2020,
respectively
4,197,838
4,366,602
Premises and equipment, net
66,069
70,509
Restricted equity securities
11,927
15,543
Interest receivable
16,023
17,236
Foreclosed assets held for sale
1,148
2,347
Bank-owned life insurance
67,498
67,498
Other
32,258
56,170
Total assets
$
5,621,457
$
5,659,303
Liabilities and stockholders’ equity
 
Deposits
Noninterest-bearing
$
1,163,224
$
718,459
Savings, NOW and money market
2,895,986
2,932,799
Time
624,387
1,043,482
Total deposits
4,683,597
4,694,740
Federal funds purchased and repurchase agreements
-
2,306
Federal Home Loan Bank advances
236,600
293,100
Other borrowings
1,009
963
Interest payable and other liabilities
32,678
43,766
Total liabilities
4,953,884
5,034,875
Stockholders’ equity
 
Common stock, $
0.01
 
par value:
authorized -
200,000,000
 
shares, issued -
52,590,015
 
and
52,289,129
 
shares at December
31, 2021 and 2020, respectively
526
523
Treasury stock, at cost:
 
 
2,139,970
 
and
609,613
 
shares held at December 31, 2021 and 2020, respectively
(28,347)
(6,061)
Additional paid-in capital
526,806
522,911
Retained earnings
147,099
77,652
Accumulated other comprehensive income
21,489
29,403
Total stockholders’ equity
667,573
624,428
Total liabilities and stockholders’ equity
$
5,621,457
$
5,659,303
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
71
CrossFirst Bankshares, Inc.
Consolidated Statements of Income
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands, except per share data)
Interest Income
Loans, including fees
$
174,660
$
183,738
$
191,527
Available-for-sale securities - taxable
3,273
5,073
8,540
Available-for-sale securities - tax-exempt
14,033
13,013
12,011
Deposits with financial institutions
502
639
3,053
Dividends on bank stocks
682
985
1,087
Total interest income
193,150
203,448
216,218
Interest Expense
Deposits
18,523
36,585
67,668
Fed funds purchased and repurchase agreements
3
164
592
Federal Home Loan Bank Advances
5,837
6,341
6,367
Other borrowings
96
109
147
Total interest expense
24,459
43,199
74,774
Net Interest Income
168,691
160,249
141,444
Provision for Loan Losses
(4,000)
56,700
29,900
Net Interest Income after Provision for Loan Losses
172,691
103,549
111,544
Non-Interest Income
 
 
 
Service charges and fees on customer accounts
4,580
2,803
604
Realized gains on available-for-sale securities
1,023
1,704
987
Impairment of premises and equipment held for sale
-
-
(424)
Gain on sale of loans
-
44
207
Gains (losses), net on equity securities
(6,325)
46
62
Income from bank-owned life insurance
3,483
1,809
1,878
Swap fees and credit valuation adjustments, net
275
(204)
2,753
ATM and credit card interchange income
7,996
4,379
1,785
Other non-interest income
2,628
1,152
855
Total non-interest income
13,660
11,733
8,707
Non-Interest Expense
Salaries and employee benefits
61,080
57,747
57,114
Occupancy
9,688
8,701
8,349
Professional fees
3,519
4,218
2,964
Deposit insurance premiums
3,705
4,301
2,787
Data processing
2,878
2,719
2,544
Advertising
2,090
1,219
2,455
Software and communication
4,234
3,750
3,317
Foreclosed assets, net
697
1,239
84
Goodwill impairment
-
7,397
-
Other non-interest expense
11,491
8,677
8,026
Total non-interest expense
99,382
99,968
87,640
Net Income Before Taxes
86,969
15,314
32,611
Income tax expense
17,556
2,713
4,138
Net Income
$
69,413
$
12,601
$
28,473
Basic Earnings Per Share
$
1.35
$
0.24
$
0.59
Diluted Earnings Per Share
$
1.33
$
0.24
$
0.58
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
72
CrossFirst Bankshares, Inc.
Consolidated Statements of Comprehensive Income
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Net Income
$
69,413
$
12,601
$
28,473
Other Comprehensive Income (Loss)
Unrealized gain (loss) on available-for-sale securities
(8,894)
18,847
26,682
Less: income tax expense (benefit)
(2,182)
4,606
6,545
Unrealized gain (loss) on available-for-sale securities, net of income tax
(6,712)
14,241
20,137
Reclassification adjustment for realized gains included in income
1,023
1,704
987
Less: income tax expense
245
415
242
Less: reclassification adjustment for realized gains included in income,
 
net of income
tax
778
1,289
745
Unrealized loss on cash flow hedges
(562)
-
-
Less: income tax benefit
(138)
-
-
Unrealized loss on cash flow hedges, net of income tax
(424)
-
-
Other comprehensive income (loss)
(7,914)
12,952
19,392
Comprehensive Income
$
61,499
$
25,553
$
47,865
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
73
CrossFirst Bankshares, Inc.
Consolidated Statements of Stockholders’ Equity
Preferred Stock
Common Stock
Additional
Paid in
Retained
Accumulated
Other
Comprehensive
Treasury
Shares
Amount
Shares
Amount
Capital
Earnings
Income (Loss)
Stock
Total
(Dollars in thousands)
December 31, 2018
1,200,000
$
12
45,074,322
$
451
$
454,512
$
38,371
$
(3,010)
$
-
$
490,336
Net income
-
-
-
-
-
28,473
-
-
28,473
Change in unrealized appreciation on available-for-
sale securities
-
-
-
-
-
-
19,392
-
19,392
Issuance of shares
-
-
6,851,213
68
88,803
-
-
-
88,871
Issuance of shares from equity-based awards
-
-
53,668
1
(246)
-
-
-
(245)
Retired shares
(1,200,000)
(12)
(10,000)
-
(30,088)
(55)
-
-
(30,155)
Preferred dividends declared
-
-
-
-
-
(175)
-
-
(175)
Employee receivables from sale of stock
-
-
-
-
6
111
-
-
117
Stock-based compensation
-
-
-
-
4,724
-
-
-
4,724
Adoption of ASU 2016-01
-
-
-
-
-
(69)
69
-
-
Adoption of ASU 2018-07
-
-
-
-
2,159
(1,853)
-
-
306
December 31, 2019
-
-
51,969,203
520
519,870
64,803
16,451
-
601,644
Net income
-
-
-
-
-
12,601
-
-
12,601
Change in unrealized appreciation on available-for-
sale securities
-
-
-
-
-
-
12,952
-
12,952
Issuance of shares from equity-based awards
-
-
319,926
3
(1,087)
-
-
-
(1,084)
Open market common share repurchases
-
-
(609,613)
-
-
-
-
(6,061)
(6,061)
Employee receivables from sale of stock
-
-
-
-
3
44
-
-
47
Stock-based compensation
-
-
-
-
4,363
-
-
-
4,363
Adoption of ASU 2018-07
-
-
-
-
(238)
204
-
-
(34)
December 31, 2020
-
-
51,679,516
523
522,911
77,652
29,403
(6,061)
624,428
Net income
-
-
-
-
-
69,413
-
-
69,413
Change in unrealized depreciation of available-for-
sale securities
-
-
-
-
-
-
(7,490)
-
(7,490)
Change in unrealized loss on cash flow hedges
-
-
-
-
-
-
(424)
-
(424)
Issuance of shares from equity-based awards
-
-
300,886
3
(689)
-
-
-
(686)
Open market common share repurchases
-
-
(1,530,357)
-
-
-
-
(22,286)
(22,286)
Employee receivables from sale of stock
-
-
-
-
-
34
-
-
34
Stock-based compensation
-
-
-
-
4,584
-
-
-
4,584
December 31, 2021
-
$
-
50,450,045
$
526
$
526,806
$
147,099
$
21,489
$
(28,347)
$
667,573
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
74
CrossFirst Bankshares, Inc.
Consolidated Statements of Cash Flows
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Operating Activities
Net income
$
69,413
$
12,601
$
28,473
Items not requiring (providing) cash
 
 
 
Depreciation and amortization
5,260
5,252
5,318
Provision for loan losses
(4,000)
56,700
29,900
Accretion of discounts and amortization of premiums on securities
5,067
6,084
5,568
Equity based compensation
4,584
4,363
4,725
(Gain) loss on disposal of fixed assets
(123)
101
101
Loss on sale of foreclosed assets and related impairments
572
1,156
4
Gain on sale of loans
-
(44)
(207)
Deferred income taxes
2,664
(5,257)
(3,486)
Net increase in bank owned life insurance
(3,483)
(1,809)
(1,878)
Net gains (losses) on equity securities
6,325
(46)
(62)
Net realized gains on available-for-sale securities
(1,023)
(1,704)
(987)
Impairment of assets held for sale
-
-
424
Goodwill impairment
-
7,397
-
Dividends on FHLB stock
(679)
(983)
(1,083)
Prepayment penalties on extinguishment of debt
771
-
-
Changes in
 
 
 
Interest receivable
1,213
(1,520)
(1,624)
Other assets
(533)
(103)
(3,618)
Other liabilities
2,343
(1,735)
12,262
Net cash provided by operating activities
88,371
80,453
73,830
Investing Activities
Net change in loans
172,764
(640,029)
(805,946)
Purchases of available-for-sale and equity securities
(225,719)
(76,218)
(233,116)
Proceeds from maturities of available-for-sale securities
103,488
142,057
75,478
Proceeds from sale of available-for-sale and equity securities
20,867
31,810
100,907
Proceeds from the sale of foreclosed assets
628
1,045
-
Purchase of premises and equipment
(1,211)
(6,093)
(850)
Proceeds from the sale of premises and equipment and related insurance
claims
608
121
3,324
Purchase of restricted equity securities
-
(2,839)
(2,792)
Proceeds from sale of restricted equity securities
4,295
5,556
1,121
Proceeds from death benefit on bank owned life insurance
3,483
-
-
Net cash provided by (used in) investing activities
79,203
(544,590)
(861,874)
Financing Activities
Net increase in demand deposits, savings, NOW and money market accounts
407,952
967,245
485,593
Net increase (decrease) in time deposits
(419,095)
(196,264)
230,069
Net decrease in fed funds purchased and repurchase agreements
(2,306)
(12,615)
(60,485)
Proceeds from Federal Home Loan Bank advances
-
138,000
105,000
Repayment of Federal Home Loan Bank advances
(57,271)
(203,643)
(59,242)
Retirement of preferred stock
-
-
(30,000)
Issuance of common shares, net of issuance cost
3
3
88,324
Proceeds from employee stock purchase plan
172
151
547
Repurchase of common stock
(22,286)
(6,061)
(155)
Acquisition of common stock for tax withholding obligations
(860)
(1,236)
(245)
Net decrease in employee receivables
34
47
117
Dividends paid on preferred stock
-
-
(700)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Consolidated Financial Statements
75
For the Year Ended December 31,
2021
2020
2019
Net cash provided by (used in) financing activities
(93,657)
685,627
758,823
Increase (Decrease) in Cash and Cash Equivalents
73,917
221,490
(29,221)
Cash and Cash Equivalents, Beginning of Period
408,810
187,320
216,541
Cash and Cash Equivalents, End of Period
$
482,727
$
408,810
$
187,320
Supplemental Cash Flows Information
 
 
 
Interest paid
$
25,287
$
45,619
$
73,057
Income taxes paid (received)
12,554
9,692
(29)
Equity interest assumed in partial satisfaction of loans
-
11,189
-
Foreclosed assets in settlement of loans
$
-
$
930
$
3,619
 
 
 
 
 
76
CrossFirst Bankshares, Inc.
Notes to Consolidated Financial Statements
Note 1:
 
Nature of Operations and Summary of Significant Accounting Policies
Organization and Nature of Operations
CrossFirst
 
Bankshares, Inc. (consolidated) (the “Company”), a Kansas corporation,
 
is a bank holding company whose principal activities are the ownership and
management of its wholly owned subsidiary, CrossFirst Bank (a
 
subsidiary of CrossFirst Bankshares, Inc.) (the “Bank”).
 
The Bank has three wholly owned subsidiaries: (i)
CrossFirst Investments, Inc. holds investments in marketable securities; (ii)
 
CFBSA I, LLC that can hold foreclosed assets; and (iii) CFBSA II, LLC that can hold foreclosed
assets.
The Bank is primarily engaged in providing a full range of banking and financial
 
services to individual and corporate customers through its branches in: (i) Leawood,
Kansas; (ii) Wichita, Kansas; (iii) Kansas City, Missouri; (iv) Oklahoma City, Oklahoma;
 
(v) Tulsa, Oklahoma; (vi) Dallas, Texas; (vii) Frisco, Texas;
 
and (viii) Phoenix,
Arizona.
 
The Bank is subject to competition from other financial institutions and the regulation
 
of certain federal and state agencies and undergoes periodic examinations by
those regulatory authorities.
Basis of Presentation
The Company’s accounting and reporting policies conform to accounting
 
principles generally accepted in the United States (“GAAP”). The consolidated financial
statements include the accounts of the Company; the Bank and its wholl
 
y-owned subsidiaries, CrossFirst Investments, Inc., CFBSA I, LLC and CFBSA II, LLC. All significant
intercompany accounts and transactions were eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make
 
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial
 
statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant
 
change relate to the determination of the allowance
for loan losses, valuation of deferred tax assets, other-than-temporary impairments
 
(“OTTI”), stock based compensation, derivatives, and fair values of financial
 
instruments.
Changes in Accounting Principle
On December 31, 2021, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2018-15, Intangibles—
Goodwill and Other—Internal-Use Software (Subtopic 350-40):
 
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a
Service Contract in the current period of adoption, which was applied
 
on a prospective basis. A description of the nature and reason for the change in accounting principle is
provided below in the recent accounting pronouncements section.
Changes Affecting Comparability
For the year ended December 31, 2021, the Company broke out
 
“gains (losses), net on equity securities” that was previously reported
 
in other non-interest income. As a
result, changes within the Consolidated Statements of Income in the prior periods were
 
made to conform to the current period presentation. The change provides
 
additional
detail about the Company’s operations. The changes had no impact on net income.
For the year ended December 31, 2021, the Company consolidated
 
the “Goodwill and other intangible assets, net” into “other assets” within the Consolidated
 
Balance
Sheets. The consolidation was due to the immateriality of the remaining intangible
 
assets. The change had no impact on net income.
 
 
 
 
77
Operating Segments
An operating segment is a component of an entity that has separate financial
 
information related to its business activities and is reviewed by the chief operating
 
decision
maker on a regular basis to allocate resources and assess performance. The Company identifies the
 
following markets as operating segments: (i) Kansas City, Missouri and
Leawood, Kansas; (ii) Wichita, Kansas; (iii) Oklahoma City, Oklahoma; (iv) Tulsa, Oklahoma; (v)
 
Energy bank; (vi) Dallas and Frisco, Texas;
 
and (vii) Phoenix, Arizona.
These markets provide similar products and services using a similar process to a similar customer
 
base. Our products and services include, but are not limited to, loans;
checking and savings accounts; time deposits and credit cards. Loan
 
products include commercial, real estate, consumer, and Small Business Administration (“SBA”) lending.
The regulatory environment is the same for the markets as well. The chief operating decision maker
 
monitors the revenue and costs of the markets; however, operations
 
are
managed, including allocation of resources, and financial performance
 
is evaluated on a Company-wide basis. As a result, the markets are aggregated into
one
 
reportable
segment.
Cash Equivalents
The Company considers all liquid investments with original maturities of three
 
months or less to be cash equivalents. At December 31, 2021, cash equivalents consisted
primarily of both interest-bearing and noninterest bearing accounts with other
 
banks. Approximately $
417
 
million of the Company’s cash and cash equivalents were held at the
Federal Reserve Bank of Kansas City at December 31, 2021. The Company is required
 
to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The
reserve required at December 31, 2021 was $
0
. In addition, the Company is required from time to time to place cash collateral with third
 
parties as part of its back-to-back
swap agreements and cash flow hedges. At December 31, 2021, $
17
 
million was required as cash collateral. At December 31, 2021, the Company’s cash accounts, excluding
funds at the Federal Reserve Bank and funds required as cash collateral, exceeded
 
federally insured limits by $
35
 
million.
Securities
Debt securities for which the Company has no immediate plan to sell but which
 
may be sold in the future, are classified as available-for-sale (“AFS”) and recorded at
fair value, with unrealized gains and losses excluded from earnings and
 
reported in other comprehensive income. Purchase premiums and
 
discounts are recognized in interest
income using the interest method over the terms of the securities. Gains and losses on
 
the sale of debt securities are recorded on the trade date and are determined
 
using the
specific identification method.
 
Equity securities are recorded at fair value with unrealized gains and losses included
 
in earnings. Gains and losses on the sale of equity securities are recorded on
 
the
trade date and are determined using the specific identification method.
 
The Company elected a measurement alternative for two equity investment
 
s
 
that did not have a readily determinable fair value and did not qualify for the practical
expedient to estimate fair value using the net asset value per share. A cost basis was calculated for the equity investments. The recorded balance will adjust for any impairment
or any observable price changes for an identical or similar investment of
 
the same issuer.
 
The Company routinely conducts periodic reviews to identify and
 
evaluate each debt security to determine whether an OTTI has occurred. For available-for-sale
securities that management has no intent to sell and believes that it more
 
likely than not will not be required to sell prior to recovery, only the credit loss component
 
of the
impairment is recognized in earnings, while the noncredit loss is recognized in
 
accumulated other comprehensive income. The credit loss component recognized
 
in earnings is
identified as the amount of principal cash flows not expected to be received
 
over the remaining term of the security as projected based on cash flow projections.
Loans
Loans that management has the intent and ability to hold for the foreseeable
 
future or until maturity or payoff are reported at their outstanding principal
 
balances
adjusted for unearned income, charge-offs, the allowance for loan losses, any
 
unamortized deferred fees or costs on originated loans and unamortized premiums or discounts
on purchased loans.
For loans amortized at cost, interest income is accrued based on the unpaid
 
principal balance. Loan origination fees, net of certain direct origination
 
costs, as well as
premiums and discounts, are deferred and amortized as a level yield adjustment
 
over the respective term of the loan.
 
 
78
Nonperforming Loans
Nonperforming loans are loans for which we do not accrue interest income. The accrual
 
of interest on mortgage and commercial loans is discontinued at the time the
loan is 90 days past due unless the credit is well secured and in process of collection. A credit is considered well secured if it is secured by collateral in the form of liens or
pledges of real or personal property, including securities, that have a realizable
 
value sufficient to discharge the debt (including accrued interest) in
 
full or is secured by the
guaranty of a financially responsible party. A debt is in the process of collection if collection of the debt is proceeding in due course either through legal action,
 
including
enforcement procedures, or in appropriate circumstances, through
 
collection efforts not involving legal action which are reasonably expected to result in
 
repayment of the debt
or in its restoration to a current status. Past due status is based on contractual
 
terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date,
 
if
collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual
 
or charged off are reversed against interest income. The interest on these loans is accounted
for on the cash basis or cost recovery method, until qualifying for return to
 
accrual. When payments are received on nonaccrual loans, payments are applied to principal
 
unless
there is a clear indication that the quality of the loan has improved to the point that
 
it can be placed back on accrual status. Loans are returned to accrual status when all the
principal and interest amounts contractually due are brought current
 
and future payments are reasonably assured.
Allowance
 
for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred
 
through a provision for loan losses charged to income. Loan losses are charged
against the allowance when management believes the loan balance is not collectible.
 
Subsequent recoveries, if any, are credited to the allowance.
 
The allowance for loan losses is evaluated on a regular basis by management
 
and is based upon management’s periodic review of its ability to collect the loans in
 
light
of historical
 
experience, the nature and volume of the loan portfolio, adverse situations that may affect
 
the borrower’s ability to repay, estimated value of any underlying
collateral and prevailing economic conditions. This evaluation is inherently subjective
 
as it requires estimates that are susceptible to significant revision as more information
becomes available.
 
The allowance consists of allocated and general components. The allocated component
 
relates to loans that are individually classified as impaired. For those loans that
are classified as impaired, an allowance is established when the discounted
 
cash flows (or collateral value or observable market price) of the impaired loan is lower
 
than the
carrying value of that loan. The general component covers the remaining pool of
 
loans and is based on historical charge-off experience and expected loss given
 
default derived
from the Company’s internal risk rating process. Other adjustments may be made
 
to the allowance for pools of loans after an assessment of internal or external
 
influences on
credit quality that are not fully reflected in the historical loss or risk rating data.
 
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable
 
to collect the scheduled payments of
principal or interest when due according to the contractual terms of the
 
loan agreement. Factors considered by management in determining
 
impairment include payment status,
collateral value and the probability of collecting scheduled principal
 
and interest payments when due. Loans that experience insignificant payment delays and
 
payment
shortfalls generally are not classified as impaired. Management determines
 
the significance of payment delays and payment shortfalls on a case-by-case basis, taking
 
into
consideration all of the circumstances surrounding the loan and the borrower, including
 
the length of the delay, the reasons for the delay, the borrower’s prior payment record
and the amount of the shortfall in relation to the principal and interest owed.
 
Impairment is measured on an individual loan basis by either the present value of expected future
cash flows discounted at the loan’s effective interest rate, the loan’s obtainable
 
market price or the fair value of the collateral, if the loan is collateral dependent.
Groups of loans with similar risk characteristics are collectively evaluated for impairment
 
based on the group’s historical loss experience adjusted for changes
 
in trends,
conditions and other relevant factors that affect repayment of the loans.
 
 
 
 
 
 
 
 
 
 
 
 
79
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation. Depreciation
 
is charged to expense using the straight-line method over the estimated useful lives of
the assets. Leasehold improvements are capitalized and depreciated using
 
the straight-line method over the terms of the respective leases or the estimated useful lives
 
of the
improvements, whichever is shorter. Expected terms include lease option periods
 
to the extent that the exercise of such options is reasonably assured.
The estimated useful lives for each major depreciable classification of premises and
 
equipment are as follows:
 
Buildings and improvements
35
 
-
40
 
years
Leasehold improvements
5
 
-
15
 
years
Furniture and fixtures
5
 
-
7
 
years
Equipment
3
 
-
5
 
years
Long-Lived Asset Impairment
The Company evaluates the recoverability of the carrying value of long-lived
 
assets whenever events or circumstances indicate the carrying amount may not
 
be
recoverable. If a long-lived asset is tested for recoverability and the undiscounted
 
estimated future cash flows expected to result from the use and eventual disposition of
 
the
asset is less than the carrying amount of the asset, the asset cost is adjusted to
 
fair value and an impairment loss is recognized as the amount by which the carrying
 
amount of a
long-lived asset exceeds its fair value.
Restricted Equity Securities
Restricted equity securities include investments in FHLB Topeka and Bankers’ Bank of Kansas. FHLB Topeka is a Federal Home Loan Bank and its stock is a required
investment for institutions that are members of the Federal Home Loan System. The required
 
investment in the common stock is based on a predetermined formula. The
Bankers’ Bank of Kansas is a correspondent bank located in Wichita, Kansas and the investment is carried at cost and evaluated for impairment.
Bank-Owned Life Insurance
The Company has purchased life insurance policies on certain key employees
 
that are accounted for under the fair value method. Bank-owned life insurance
 
is recorded
at the amount that can be realized under the insurance contract at the balance sheet
 
date, which is the cash surrender value. Changes in cash surrender value are recorded
 
in
earnings in the period in which the changes occur.
Foreclosed Assets Held-for-Sale
Assets acquired through, or in lieu of, loan foreclosure are held-for-sale and are initially
 
recorded at fair value less cost to sell at the date of foreclosure, establishing a
new cost basis. Subsequent to foreclosure, valuations are periodically performed
 
by management and the assets are carried at the lower of carrying amount
 
or fair value less
cost to sell. Revenue and expenses from operations and changes in the valuation
 
allowance are included in net income or expenses from foreclosed assets.
Goodwill
Goodwill was evaluated annually for impairment or more frequently
 
if impairment indicators were present. A qualitative assessment was performed to determine
whether the existence of events or circumstances led to a determination
 
that it was more likely than not the fair value was less than the carrying
 
amount, including goodwill. If,
based on the evaluation, it was determined to be more likely than not that the fair value
 
was less than the carrying value, then goodwill was tested further for impairment. If
 
the
implied fair value of goodwill was lower than its carrying amount, a goodwill impairment
 
was indicated and goodwill was written down to its implied fair value.
 
 
 
 
 
 
80
Core Deposit Intangible
The core deposit intangible represents the identified intangible asset relating to
 
the deposit relationships acquired in past business combinations. The value of the core
deposit intangible is based primarily upon the expected future benefits
 
of earnings capacity attributable to those deposits.
 
Related Party Transactions
The Company extends credit and receives deposits from related parties. In management’s
 
opinion, the loans and deposits were made in the ordinary course of business
and made on similar terms as those prevailing at the time with other persons. Related party
 
loans totaled $
8
 
million and $
16
 
million at December 31, 2021 and 2020,
respectively. Related party deposits totaled $
74
 
million and $
55
 
million at December 31, 2021 and 2020, respectively.
Stock-Based Compensation
The Company accounts for all stock-based compensation transactions in
 
accordance with Accounting Standard Codification (“ASC”) 718, Compensation - Stock
Compensation, which requires that stock compensation transactions be
 
recognized as compensation expense in the consolidated statement of
 
income based on their fair values
on the measurement date. The Company recognizes forfeitures as they occur. New shares
 
are issued upon exercise of an award. The Company records permanent tax
differences through the income tax provision upon vesting or exercise
 
of a stock-based award. The various stock-based compensation plans are described more
 
fully in
Note
16: Stock-Based Compensation
.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been
 
surrendered. Control over transferred assets is deemed to be surrendered
when: (i) the assets have been isolated from the Company and put presumptively beyond
 
the reach of the transferor and its creditors, even in bankruptcy or other receivership;
(ii) the transferee obtains the right (free of conditions that constrain it from
 
taking advantage of that right) to pledge or exchange the transferred assets; and (iii) the Company
does not maintain effective control over the transferred assets through
 
an agreement to repurchase them before their maturity or the ability to unilaterally cause
 
the holder to
return specific assets.
Income Taxes
The Company accounts for income taxes in accordance with income
 
tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in
two components of income tax expense: (i) current; and (ii) deferred. Current
 
income tax expense reflects taxes to be paid or refunded for the current period by applying
 
the
provisions of the enacted tax law to the taxable income or excess of deductions
 
over revenues. The Company determines deferred income taxes using the liability or
 
balance
sheet method. Under this method, the net deferred tax asset or liability is based on
 
the tax effects of the differences between the book and tax bases of assets and liabilities and
enacted changes in tax rates and laws are recognized in the period in which they occur.
Deferred income tax expense results from changes in deferred tax assets and liabilities between
 
periods. Deferred tax assets are recognized if it is more likely than not,
based on the technical merits, that the tax position will be realized or sustained upon
 
examination. The term, more likely than not, means a likelihood of more than 50 percent;
the terms examined and upon examination also include resolution of the
 
related appeals or litigation processes, if any. A tax position that meets the more likely than not
recognition threshold is initially and subsequently measured as the largest amount
 
of tax benefit that has a greater than 50 percent likelihood of being realized upon
 
settlement
with a taxing authority that has full knowledge of all relevant information. The determination
 
of whether or not a tax position has met the more likely than not recognition
threshold considers the facts, circumstances and information available
 
at the reporting date and is subject to management’s judgment. Deferred tax
 
assets are reduced by a
valuation allowance if, based on the weight of evidence available, it is more
 
likely than not that some portion or all of a deferred tax asset will not be realized.
The Company recognizes interest and penalties on income taxes as a component
 
of income tax expense. The Company files consolidated income tax returns with its
subsidiaries. Due to the carry forward of federal net operating losses, all prior
 
years remain subject to examination by federal tax authorities.
 
 
 
 
 
 
81
Earnings Per Share
Basic earnings per share represent net income available to common stockholders
 
divided by the weighted average number of common shares outstanding during
 
each
period. Diluted earnings per share reflect additional potential shares that would
 
have been outstanding if dilutive potential common stock had been issued, as well as any
adjustment to income that would result from the assumed issuance. Potential common
 
stock that may be issued by the Company is determined using the treasury stock method.
Fair Values of Financial Instruments
The Company follows the applicable accounting guidance for fair value measurements
 
and disclosures for all applicable financial and nonfinancial assets and liabilities.
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value,
 
establishes a framework for measuring fair value under GAAP and enhances disclosures
about fair value measurements. The Company values financial instruments based
 
upon quoted market prices, where available. If market prices are not
 
available, fair value is
based on pricing models that use available information including
 
quoted prices for similar assets or liabilities in active markets, market indicators,
 
and industry and economic
events. Those techniques are significantly affected by the assumptions used, including
 
the discount rate and estimates of future cash flows.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive
 
income, net of applicable income taxes. Other comprehensive income includes
 
unrealized
appreciation (depreciation) on available-for-sale securities and
 
cash flow hedges.
Derivative Financial Instruments
ASC 815, Derivatives and Hedging, provides the disclosure requirements
 
for derivatives and hedging activities with the intent to provide users of
 
financial statements
with an enhanced understanding of: (i) how and why an entity uses derivative
 
instruments; (ii) how the entity accounts for derivative instruments and related hedged
 
items; and
(iii) how derivative instruments and related hedged items affect an entity’s financial
 
position, financial performance, and cash flows. Further, qualitative disclosures
 
are
required that explain the Company’s objectives and strategies for using derivatives,
 
as well as quantitative disclosures about the fair value of and gains and losses on
 
derivative
instruments, and disclosures about
 
credit risk related contingent features in derivative instruments.
As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the
 
fair value of derivatives depends on
the intended use of the derivative, whether the Company has elected to designate
 
a derivative in a hedging relationship and apply hedge accounting and whether
 
the hedging
relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives
 
designated and qualifying as a hedge of the exposure to changes in the fair value
 
of an
asset, liability, or firm commitment attributable to a particular risk, such as interest
 
rate risk, are considered fair value hedges. Derivatives designated and qualifying
 
as a hedge
of the exposure to variability in expected future cash flows, or other types of forecasted
 
transactions, are considered cash flow hedges. Hedge accounting generally
 
provides
for the matching of the timing of gain or loss recognition on the hedging
 
instrument with the recognition of the changes in the fair value of the hedged asset or liability
 
that are
attributable to the hedged risk in a fair value hedge or the earnings effect of
 
the hedged forecasted transactions in a cash flow hedge.
In accordance with the Financial Accounting Standards Board's (“FASB”) fair value measurement guidance in ASU 2011-04, the Company made an accounting
 
policy
election to measure the credit risk of its derivative financial instruments that
 
are subject to master netting agreements on a net basis by counter-party
 
portfolio.
Emerging Growth Company (“EGC”)
The Company is currently an EGC. An EGC may take advantage of reduced reporting requirements and is relieved of
 
certain other significant requirements that are
otherwise generally applicable to public companies. Among the reductions and reliefs, the Company elected to extend the transition
 
period for complying with new or revised
accounting standards affecting public companies. This means that the financial statements
 
the Company files or furnishes, will not be subject to all new or revised
 
accounting
standards generally applicable to public companies for the transition period for so
 
long as the Company remains an EGC or until the Company affirmatively and irrevocably
opts out of the extended transition period under the JOBS Act.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
82
Coronavirus Aid, Relief, and
 
Economic Security Act (“CARES
 
Act”)
The CARES Act and extended by the Consolidated Appropriations Act of 2021 allowed financial institutions to elect not to consider whether loan modifications relating
to the COVID-19 pandemic that they make between March 1, 2020
 
and December 31, 2021 were troubled debt restructurings (“TDRs”), which
 
required additional disclosures.
The relief was applied to modifications of loans to borrowers that were not more
 
than 30 days past due as of December 31, 2019 and were impacted by COVID-19. The
Company elected to apply the guidance during the first quarter of 2020. The review of
 
loans that met the criteria was overseen by the Office of the Chief Credit Officer and his
team.
Recent Accounting Pronouncements
The following ASUs represent changes to current accounting guidance that will be adopted in future years:
 
Standard
Anticipated Date of Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2020-05
Revenue from
Contracts with
Customers (Topic
606) and Leases
(Topic 842):
Effective Dates for
Certain Entities
Effective immediately, but
included here for information
purposes as it relates to the ASU
listed in the “description” section.
Amended the mandatory effective
date for ASU 2016-02 (Leases).
The amended dates were incorporated
into the “anticipated date of adoption”
section for the appropriate ASU
below.
 
No expected impact to the financial statements, but delays certain ASUs for
private companies, and EGCs that elected to use the private company
effective dates for new or revised accounting standards.
If the Company loses its EGC status during the fiscal year, the Company
would be required to review all ASUs as a Public Business Entity (“PBE”)
and adopt any ASU effective for PBEs as of the first day of that year.
 
ASU 2019-10
Financial
Instruments-Credit
Losses (Topic 326),
Derivatives and
Hedging (Topic
815), and Leases
(Topic 842):
Effective Dates
Effective immediately, but
included here for informational
purposes as it relates to the ASU
listed in the “description” section.
Amended the mandatory effective
dates for all entities related to: (i)
credit losses - ASU 2016-13; (ii)
goodwill - ASU 2017-04; (iii) leases -
ASU 2016-02; and (iv) hedging - ASU
2017-12
The amended dates were incorporated
into the “anticipated date of adoption”
section for the appropriate ASU
below.
No expected impact to the financial statements, but delays certain ASUs for
private companies, smaller reporting companies and EGCs that elected to
use the private company effective dates for new or revised accounting
standards.
If a company loses its EGC status during the fiscal year, the company
would be required to review all ASUs as a PBE and adopt any ASU
effective for PBEs as of the first day of that year.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
83
Standard
Anticipated Date of Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2019-04
Codification
Improvements to
Topic 326,
Financial
Instruments -
Credit Losses,
Topic 815,
Derivatives and
Hedging, and
Topic 825,
Financial
Instruments
Updates related to ASU 2016-13
are effective at the same time as
ASU 2016-13.
 
Provided an election to measure
separately or not measure an
allowance for credit losses ("ACL")
for accrued interest receivable.
Provided an election to write-off
uncollectible interest as a reversal of
interest income or a charge against the
ACL or a combination of both.
Clarified that recoveries, including
recoveries of amounts expected to be
written off and those previously
written off, should be incorporated
within the estimation of the ACL.
Clarified that contractual extensions
or renewal options that are not
unconditionally cancellable by the
lender are considered when
determining the contractual term over
which expected credit losses are
measured.
 
The Company elected to exclude accrued interest receivable from
 
the ACL.
The Company has existing practices in place for the timely write-off of
uncollectable accrued interest receivable. The Company plans to adjust the
historical loss information to reflect the amount of accrued interest that
would have been charged off if the entity had not applied a nonaccrual
accounting policy.
 
The Company elected to reverse interest income when accrued interest
receivable is written off, which is similar to past accounting practice.
Additional information regarding the Company's transition to ASU 2016-13
is provided below.
 
 
 
 
84
Standard
Anticipated Date of Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2016-13
Financial
Instruments-Credit
Losses
If the Company maintains its
EGC status, the Company is not
required to implement this
standard until January 2023.
The Company expects to adopt
this standard on January 1, 2022.
Requires an entity to utilize a new
impairment model known as the
current expected credit loss ("CECL")
model to estimate its lifetime expected
credit loss and record an allowance
that, when deducted from amortized
cost basis of the financial asset,
presents the net amount expected to be
collected on the financial asset.
The Company established a committee to formulate and oversee the
implementation process including selection, implementation and
 
testing of
third-party software.
The Company began parallel processing with the existing allowance for
loan losses model during the first quarter of 2019 recalibrating inputs as
necessary. The Company formulated changes to policies, procedures,
disclosures and internal controls that were necessary in order to transition
 
to
the new standard. A third-party completed validation of the completeness,
accuracy and reasonableness of the model in the fourth quarter of 2021.
The Company plans to use a loss-rate ("cohort") method to estimate the
expected allowance for credit losses ("ACL") for all loan pools. The Cohort
method identifies and captures the balance of a pool of loans with similar
risk characteristics, as of a particular point in time to form a cohort,
 
then
tracks the respective losses generated by that cohort of loans over their
remaining lives, or until the loans are “exhausted” (i.e.; have reached an
acceptable point in time at which a significant majority of all losses are
expected to have been recognized). The cohort method closely aligns with
the Company's incurred loss model. This allows the Company to take
advantages of the efficiencies of processes and procedures already in
practice.
 
The Company's loan categories will be similar to those used under the
current, incurred loss model, but will break out the Commercial loan
category into Commercial and Commercial lines of credit.
Upon adoption in 2022, a cumulative-effect adjustment, net of tax
 
for the
change in the ACL will be recognized in retained earnings.
 
These results include the adoption of a forecast based on several economic
assumptions, including unemployment rates and management judgments.
 
Adoption will not materially impact reporting for debt securities as the
Company does not currently own held-to-maturity debt securities within the
scope of ASU 2016-13.
 
 
 
 
 
 
 
 
 
 
 
 
 
85
Standard
Anticipated Date of Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2016-02
Leases (Topic 842)
The Company expects to early
adopt this standard on January 1,
2022.
Requires lessees and lessors to
recognize lease assets and lease
liabilities on the balance sheet and
disclose key information about leasing
arrangements.
The update requires lessees and
lessors to recognize and measure
leases at the beginning of the earliest
period presented using a modified
retrospective approach with the option
to elect certain practical expedients.
The update will also increase
disclosures around leases, including
qualitative and specific quantitative
measures.
 
The Company expects to apply the update as of the beginning of the period
of adoption and the Company does not plan to restate comparative periods.
The Company expects to elect certain optional practical expedients.
The Company performed a search for all property leases and potential
embedded leases inside other third-party agreements, The Company's
review for embedded leases focused on third-party software as a service
("SAAS") agreements and determined if the Company had the right
 
to
control a specified asset over a period of time in exchange for
consideration.
 
The Company’s current operating leases relate primarily to five branch
locations.
 
The Company expects to record approximately $
27
 
million for the lease
liability and $
25
 
million for the right of use asset on its balance sheet, with
an immaterial impact to its income statement compared to the current lease
accounting model.
 
 
 
 
 
 
 
 
 
 
 
 
 
86
Accounting Guidance Adopted
 
During Fiscal Years 2021, 2020, and
 
2019
 
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other Significant
Matters
ASU 2021-06
Presentation of Financial
Statement (Topic 205), Financial
Services - Depository and
Lending (Topic 942), and
Financial Services - Investment
Companies (Topic 946) -
Amendments to SEC Paragraphs
Pursuant to SEC Final Rule
Releases No. 33-10786,
Amendments to Financial
Disclosures about Acquired and
Disposed Businesses, and No. 33-
10835, Update of Statistical
Disclosures for Bank and Savings
and Loan Registrants
Effective on
issuance
Applicable to
fiscal years
ending on or
after December
15, 2021
ASU adds or amends SEC paragraphs in the Accounting
Standards Codification that describe SEC guidance or
SEC staff views that the Financial Accounting Standards
Board includes as a convenience to Codification users.
 
SEC Release No. 33-10835; 34-89835; and File No. S7-
02-17, updated and codified the Statistical Disclosures
for Bank and Savings and Loan Registrants. The
amendments update and expand the disclosures that
registrants are required to provide, codify certain Guide
3 disclosure items and eliminate other Guide 3 disclosure
items that overlap with Commission rules or U.S.
Generally Accepted Accounting Principles. In addition,
the disclosure requirements were added to a new subpart
of Regulation S-K and rescinds Guide 3.
The ASU did not have a material impact on the Company's
consolidated financial statements, but impacted disclosure
requirements in the Company's Form 10-K, including:
 
- Distribution of assets, liabilities and stockholders' equity;
 
- Weighted average yield of each maturity category of debt
 
 
securities not carried at fair value through earnings;
 
- Maturity analysis of the loan portfolio;
 
- Certain credit ratios, including requiring the disclosure of
 
 
the allowance for loan losses to total loans, nonaccrual
 
 
loans to total loans, allowance for loan losses to
 
 
nonaccrual loans, and net charge-offs to average loans by
 
 
loan category;
 
- Allowance for loan losses by category; and
 
- average deposit rates paid and amount that are uninsured.
 
ASU 2021-04
Issuer’s Accounting for Certain
Modifications or Exchanges of
Freestanding Equity-Classified
Written Call Options
December 31,
2021
(early adopted
and is being
applied as of
January 1, 2021)
Clarifies and reduces diversity in an issuer's accounting
for modifications or exchanges of freestanding equity-
classified written call options that remain equity-
classified.
 
An issuer should measure the effect of a modification as
the difference between the fair value of the modified
warrant and the fair value of that warrant immediately
before modification.
The recognition of the modification depends on the
nature of the transaction in which a warrant is modified:
(i) Equity issuance - recorded as deferred costs of an
equity offering; (ii) Debt origination - recorded as a debt
discount if held by the lender or debt
 
issuance costs if
held by a third party; (iii) Debt modification - recorded
as a fee paid to or received from the creditor, if held by a
creditor, and as a third party cost if held by a third party;
and (iv) All other modifications - recorded as a dividend
that reduces retained earnings.
The Company had
113,500
 
warrants outstanding as of
December 31, 2021.
 
The amendments in the ASU did not have a material impact
on the Company's year-end or interim consolidated
financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
87
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2018-16
Derivative and Hedging (Topic
815) Inclusion of the Secured
Overnight Financing Rate
(SOFR) Overnight Index Swap
(OIS) Rate as a Benchmark
Interest Rate for Hedge
Accounting Purposes
December 31,
2021
(applied as of
January 1, 2021)
Permit use of the OIS rate based on
SOFR as a U.S. benchmark interest
rate for hedge accounting purposes
in addition to the UST, the LIBOR
swap rate, the OIS rate based on the
Fed Funds Effective Rate, and the
SIFMA Municipal Swap Rate.
The change will apply prospectively for qualifying new or redesignated
 
hedging
relationships entered into on or after the date of adoption.
 
The ASU did not have a material impact on the Company's year-end or interim
consolidated financial statements.
ASU 2018-15
Intangibles-Goodwill and Other-
Internal-Use Software
December 31,
2021
(applied as of
January 1, 2021)
Aligns the requirements for
capitalizing implementation costs
incurred in a hosting arrangement
that is a service contract with the
requirements for capitalizing
implementation costs incurred to
develop or obtain internal use
software.
The Company elected to apply the change in accounting principle prospectively.
A review of third-party, hosting arrangements, including software-as-a-service
("SaaS") arrangements, that were in the implementation stage was performed
 
in
2021 to ensure applicable implementation costs were capitalized and
 
will be
amortized over the service period.
 
SaaS arrangements are service contracts providing the Company with
 
the right
to access the cloud provider’s application software over the contract period. As
such the Company does not receive a software intangible asset at the contract
commencement date. A right to receive future access to the supplier’s software
does not, at the contract commencement date, give the customer the power to
obtain the future economic benefits flowing from the software itself and
 
to
restrict others’ access to those benefits
The ASU did not have a material impact on the Company's year-end or interim
consolidated financial statements. The Company's previous capitalization
policies were similar to the ASU requirements.
ASU 2017-12
Derivatives and Hedging (Topic
815) Targeted Improvements to
Accounting for Hedging Activities
December 31,
2021
(applied as of
January 1, 2021)
Simplifies and expands the eligible
hedging strategies for financial and
nonfinancial risks.
 
Enhances the
transparency of how hedging results
are presented and disclosed.
Provides partial relief on the timing
of certain aspects of hedge
documentation and eliminates the
requirement to recognize hedge
ineffectiveness separately in
earnings.
During the year ended December 31, 2021, the Company began entering
 
into
cash flow hedges. As of December 31, 2021, the total number of cash flow
hedges was 5 with an aggregate notional amount of $
100
 
million.
The amendments in the ASU did not have a material impact on the Company's
year-end or interim consolidated financial statements.
 
 
 
 
 
 
 
 
 
88
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other
Significant Matters
ASU 2020-04:
Reference Rate Reform
(Topic 848): Facilitation of
the Effects of Reference Rate
Reform on Financial
Reporting
June 30, 2020
The ASU provides optional expedients and exceptions to contracts,
hedging relationships, and other transactions affected by reference
 
rate
reform if certain criteria are met.
The ASU only applies to transactions that reference LIBOR or another
reference rate expected to be discontinued because of reference rate
reform. The expedients and exceptions provided by the amendments do
not apply to contract modifications made and hedging relationships
entered into or evaluated after December 31, 2022, except for hedging
relationships existing as of December 31, 2022, that an entity has elected
certain optional expedients for and that are retained through the end of
 
the
hedging relationship. The amendments include:
(1) Optional expedients to contract modifications that allow the Company
to adjust the effective interest rate of receivables and debt, account for
lease modifications as a continuation of the existing lease, and remove the
requirement to reassess its original conclusions for contract modifications
about whether that contract contains an embedded derivative that is
clearly and closely related to the economic characteristics and risks of the
host contract under Subtopic 815-15, Derivatives and Hedging—
Embedded Derivatives;
(2) Exceptions to the guidance in Topic 815 related to changes in the
critical terms of a hedging relationship due to reference rate reform; and
(3) Optional expedients for cash flow and fair value hedges.
The Company had more than $
1
 
billion in loans
tied to LIBOR as of December 31, 2020.
The adoption did not have a material
accounting impact on the Company’s
consolidated financial position or results of
operations. Additionally, LIBOR fallback
language has been included in key loan
provisions of new and renewed loans in
preparation for transition from LIBOR to the
new benchmark rate when such transition
occurs. This standard is expected to ease the
administrative burden in accounting for the
future effects of reference rate reform.
The ASU allows the Company to recognize the
modification related to LIBOR as a
continuation of the old contract, rather than a
cancellation of the old contract resulting in a
write off of unamortized fees and creation of a
new contract.
ASU 2019-12:
Income Taxes (Topic 740):
Simplifying the Accounting
for Income Taxes
January 1, 2020
(Early Adoption)
The ASU simplifies the accounting for income taxes. Among other
changes, the ASU:
(1) Removes the exception to the incremental approach for intraperiod tax
allocation when there is a loss from continuing operations and income or
a gain from other items;
(2) Removes the exception to the general methodology for calculating
income taxes in an interim period when a year-to-date loss exceeds the
anticipated loss for the year;
(3) Requires an entity to recognize a franchise tax that is partially based
on income as an income-based tax and account for any incremental
amount incurred as a nonincome based tax; and
(4) Requires an entity to reflect the effect of an enacted change in tax laws
or rates in the annual effective tax rate computation in the interim period
that includes the enactment date.
The amendments in the ASU did not have a
material impact on the Company’s tax
methodology, processes, or the Company’s
financial statements.
 
 
 
 
 
 
 
 
 
89
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other
Significant Matters
ASU 2018-13:
Fair Value Measurement
(Topic 820): Disclosure
Framework
January 1, 2020
Improves the effectiveness of disclosures in the notes to financial
statements by facilitating clear communication of the information. The
amendments modify certain disclosure
 
requirements of fair value
measurements in Topic 820, Fair Value Measurement.
Entities are no longer required to disclose transfers between Level 1 and
Level 2 of the fair value hierarchy or qualitatively disclose the valuation
process for Level 3 fair value measurements. The updated guidance
requires disclosure of the changes in unrealized gains and losses for the
period included in Other Comprehensive Income for recurring
 
Level 3
fair value measurements. Entities are required to disclose the range and
weighted average used to develop significant unobservable inputs for
Level 3 fair value measurements. The additional provisions of the
guidance should be adopted prospectively. The eliminated requirements
should be adopted retrospectively.
The adoption did not have a material impact to
the Company’s financial statements.
No transfers between Level 1 and Level 2
occurred in 2019 or 2020 and the Company did
not have any recurring Level 3 fair value
measurements that created an unrealized gain
or loss in Other Comprehensive Income. In
addition, the Company previously disclosed the
range and weighted average used to develop
significant unobservable inputs for Level 3 fair
value measurements.
ASU 2017-04:
Intangibles—Goodwill and
Other (Topic 350):
Simplifying the Test for
Goodwill Impairment
January 1, 2020
(Early Adoption)
Eliminates Step 2 from the goodwill impairment test which required
entities to compute the implied fair value of goodwill. An entity should
perform an annual, or interim, goodwill impairment test by comparing the
fair value of a reporting unit with its carrying amount. An entity should
recognize an impairment charge for the amount by which the carrying
amount exceeds the reporting unit’s fair value; however, the loss
recognized should not exceed the total amount of goodwill allocated to
that reporting unit.
On the date of adoption, there was no impact to
the Company’s financial statements.
The Company’s process for evaluating goodwill
impairment was modified to align with the
elimination of Step 2. In the second quarter of
2020, the Company performed a Step 0 analysis
then a Step 1 analysis and determined that
goodwill was fully impaired.
ASU 2016-01:
 
Financial Instruments-
Overall (Subtopic 825-10)
January 2019
Required equity investments (except those accounted for under the equity
method of accounting or those that result in consolidation of the investee)
to be measured at fair value with changes in fair value recognized in net
income.
 
Emphasized the existing requirement to use exit prices to measure fair
value for disclosure purposes and clarifies that entities should not make
use of practicability exceptions in determining the fair value of loans.
The Company transferred $
69
 
thousand from
accumulated other comprehensive loss to
retained earnings in January 2019.
There was no impact to the income statement
on the adoption date.
 
 
 
 
 
 
 
 
 
 
 
 
90
Standard
Date of
Adoption
Description
Effect on Financial Statements or Other Significant Matters
ASU 2018-07:
Stock
Compensation
(Topic 718):
Improvements to
Nonemployee
Share-Based
Payment
Accounting
January 2019
Early adoption
Expanded the scope of Topic 718 to include share-based payment
transactions for acquiring goods and services from nonemployees,
excluding share-based payments used to effectively provide: (i)
financing to the issuer or (ii) awards granted in conjunction with
selling goods or services to customers as part of a contract
accounted for under Topic 606,
Revenue from Contracts with
Customers.
The amendments include: (i) grants are measured at grant-date fair
value of the equity instruments; (ii) equity-classified nonemployee
share-based payment awards are measured at the grant date;(iii)
performance based awards are measured based on the probability of
satisfying the performance conditions and (iv) in general, non-
employee share-based payment awards will continue to be subject
to the requirements of ASC 718 unless modified after the good has
been delivered, the service has been rendered, any other conditions
necessary to earn the right to benefit from the instrument have been
satisfied, and the nonemployee is no longer providing goods or
services.
The Company had
216,960
 
stock-based awards to non-employees
as of the implementation date, including
116,960
 
performance-
based restricted stock units. The adoption of the ASU allowed the
Company to: (i) set the fair market value of the non-employee
awards as of the adoption date; and (ii) start to expense the
performance-based restricted stock units based on the probability of
satisfying the performance conditions.
Adoption of ASU 2018-07 required the Company to make a one
time transfer of $
2
 
million from retained earnings to additional paid
in capital.
In addition, the Company recorded a $
306
 
thousand deferred tax
asset that was offset with retained earnings to account for the tax
impact.
The Company will record forfeitures as they occur and base fair
market values on the expected term, like the Company’s accounting
for employee-based awards.
ASU 2014-09:
Revenue from
Contracts with
Customers
January 2019
Amended guidance related to revenue from contracts with
customers.
The core principle of ASU 2014-09 is that an entity should
recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those goods
or services.
Replaced nearly all existing revenue recognition guidance,
including industry specific guidance, established a new control
based revenue recognition model, changed the basis for deciding
when revenue is recognized over time or at a point in time,
provided new and more detailed guidance on specific topics and
expands and improves disclosures about revenue.
The accounting update did not materially impact the financial
statements or recognition of revenues.
The update did not apply to revenue associated with financial
instruments, including loans and securities that are accounted for
under other GAAP, which comprises a significant portion of the
Company’s revenue stream.
In addition, the Company’s noninterest income is generated by
customer transactions or through the passage of time and as a result
the pattern or timing of income recognition was not impacted.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
91
Note 2:
 
Earnings Per Share
The following table presents the computation of basic and diluted earnings per
 
share:
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands, except per share data)
Earnings per Share
Net Income
$
69,413
$
12,601
$
28,473
Less: preferred stock dividends
-
-
175
Net income available to common stockholders
$
69,413
$
12,601
$
28,298
Weighted average common shares
51,291,428
52,070,624
47,679,184
Earnings per share
$
1.35
$
0.24
$
0.59
Diluted Earnings per Share
 
 
 
Net income available to common stockholders
$
69,413
$
12,601
$
28,298
Weighted average common shares
51,291,428
52,070,624
47,679,184
Effect of dilutive shares
739,154
477,923
896,951
Weighted average dilutive common shares
52,030,582
52,548,547
48,576,135
Diluted earnings per share
$
1.33
$
0.24
$
0.58
Stock-based awards not included because to do so would be antidilutive
658,100
1,014,639
521,659
Note 3:
 
Securities
Available-for-Sale Securities
The amortized cost and approximate fair values, together with gross unrealized
 
gains and losses, of period end available-for-sale
securities consisted of the following:
December 31, 2021
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Approximate
Fair Value
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential
$
161,675
$
1,809
$
1,774
$
161,710
Collateralized mortgage obligations - GSE residential
18,130
311
10
18,431
State and political subdivisions
532,906
29,329
767
561,468
Corporate bonds
4,241
119
—
4,360
Total available-for-sale securities
$
716,952
$
31,568
$
2,551
$
745,969
December 31, 2020
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Approximate
Fair Value
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential
$
104,839
$
4,277
$
—
$
109,116
Collateralized mortgage obligations - GSE residential
52,070
984
42
53,012
State and political subdivisions
454,486
33,642
31
488,097
Corporate bonds
4,259
104
—
4,363
Total available-for-sale securities
$
615,654
$
39,007
$
73
$
654,588
The carrying value of securities pledged as collateral was $
0
 
and $
16
 
million at December 31, 2021 and 2020, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
92
The following table summarizes the gross realized gains and losses from sales or maturities
 
of AFS securities:
For the Year Ended December 31, 2021
Gross Realized Gains
Gross Realized Losses
Net Realized Gain
(Dollars in thousands)
Available-for-sale securities
$
1,157
$
134
$
1,023
For the Year Ended December 31, 2020
Gross Realized Gains
(1)
Gross Realized Losses
Net Realized Gain
(Dollars in thousands)
Available-for-sale securities
$
1,788
$
84
$
1,704
(1)
Included $
75
 
thousand related to a previously disclosed OTTI municipal security that was settled in 2020.
For the Year Ended December 31, 2019
Gross Realized Gains
Gross Realized Losses
Net Realized Gain
(Dollars in thousands)
Available-for-sale securities
$
1,043
$
56
$
987
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
93
Maturity Schedule
The amortized cost, fair value, and weighted average yield of available-for-sale
 
securities by contractual maturity, are shown below:
December 31, 2021
Within
After One to
After Five to
After
One Year
Five Years
Ten Years
Ten Years
Total
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential
(1)
Amortized cost
$
—
$
30
$
148
$
161,497
$
161,675
Estimated fair value
$
—
$
31
$
156
$
161,523
$
161,710
Weighted average yield
(2)
—
%
4.67
%
4.00
%
1.62
%
1.62
%
Collateralized mortgage obligations - GSE residential
(1)
Amortized cost
$
—
$
—
$
2,421
$
15,709
$
18,130
Estimated fair value
$
—
$
—
$
2,559
$
15,872
$
18,431
Weighted average yield
(2)
—
%
—
%
2.77
%
1.61
%
1.77
%
State and political subdivisions
Amortized cost
$
741
$
4,304
$
84,230
$
443,631
$
532,906
Estimated fair value
$
746
$
4,520
$
90,645
$
465,557
$
561,468
Weighted average yield
(2)
3.49
%
4.14
%
3.29
%
2.67
%
2.78
%
Corporate bonds
Amortized cost
$
—
$
604
$
3,637
$
—
$
4,241
Estimated fair value
$
—
$
670
$
3,690
$
—
$
4,360
Weighted average yield
(2)
—
%
5.83
%
4.28
%
—
%
4.50
%
Total available-for-sale securities
Amortized cost
$
741
$
4,938
$
90,436
$
620,837
$
716,952
Estimated fair value
$
746
$
5,221
$
97,050
$
642,952
$
745,969
Weighted average yield
(2)
3.49
%
4.35
%
3.32
%
2.37
%
2.50
%
(1)
Actual maturities may differ from contractual maturities because issuers may have the rights to call or prepay obligations with or without prepayment penalties.
(2)
Yields are calculated based on amortized cost using a 30/360 day basis. Tax-exempt securities are not tax effected.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
94
December 31, 2020
Within
After One to
After Five to
After
One Year
Five Years
Ten Years
Ten Years
Total
(Dollars in thousands)
Available-for-sale securities
Mortgage-backed - GSE residential
(1)
Amortized cost
$
—
$
48
$
199
$
104,592
$
104,839
Estimated fair value
$
—
$
51
$
212
$
108,853
$
109,116
Weighted average yield
(2)
—
%
4.57
%
3.95
%
1.96
%
1.96
%
Collateralized mortgage obligations - GSE residential
(1)
Amortized cost
$
—
$
—
$
2,483
$
49,587
$
52,070
Estimated fair value
$
—
$
—
$
2,721
$
50,291
$
53,012
Weighted average yield
(2)
—
%
—
%
2.77
%
1.02
%
1.11
%
State and political subdivisions
Amortized cost
$
653
$
7,661
$
62,313
$
383,859
$
454,486
Estimated fair value
$
657
$
7,846
$
67,844
$
411,750
$
488,097
Weighted average yield
(2)
8.18
%
5.40
%
3.40
%
2.94
%
3.05
%
Corporate bonds
Amortized cost
$
—
$
358
$
3,901
$
—
$
4,259
Estimated fair value
$
—
$
368
$
3,995
$
—
$
4,363
Weighted average yield
(2)
—
%
4.70
%
4.54
%
—
%
4.55
%
Total available-for-sale securities
Amortized cost
$
653
$
8,067
$
68,896
$
538,038
$
615,654
Estimated fair value
$
657
$
8,265
$
74,772
$
570,894
$
654,588
Weighted average yield
(2)
8.18
%
5.36
%
3.44
%
2.57
%
2.71
%
(1)
Actual maturities may differ from contractual maturities because issuers may have the rights to call or prepay obligations with or without prepayment penalties.
(2)
Yields are calculated based on amortized cost using a 30/360 day basis. Tax-exempt securities are not tax effected.
Gross Unrealized Losses
Certain investments in AFS securities are reported in the consolidated financial statements at an amount less than their
 
historical cost. Total fair value of these investments at
December 31, 2021 and 2020, was $
162
 
million and $
18
 
million, which was approximately
22
% and
3
%, respectively, of the Company’s available-for-sale security portfolio.
 
The unrealized losses on the Company’s investments in state and political
 
subdivisions were caused by interest rate changes. The contractual terms of those investments
 
do
not permit the issuer to settle the securities at a price less than the amortized cost basis of
 
the investments. The unrealized losses on the Company’s investments in collateralized
mortgage-backed securities and obligations were caused
 
by interest rate changes and market assumptions about prepayment speeds.
 
The Company expects to recover the amortized cost basis over the term of the securities.
 
Because the Company does not intend to sell the investments and it is not
 
more
likely than not the Company will be required to sell the investments before
 
recovery of their amortized cost basis, which may be maturity, the Company does
 
not consider those
investments to be OTTI at December 31, 2021.
Based on evaluation of available evidence, including recent changes
 
in market interest rates, credit rating information and information obtained from
 
regulatory filings,
management believes the declines in fair value for these securities are temporary.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
95
The following table shows available-for-sale securities gross unrealized losses, the
 
number of securities that are in an unrealized loss position, and fair value of
 
the
Company’s investments with unrealized losses that are not deemed
 
to be OTTI, aggregated by investment class and length of time that individual securities
 
have been in a
continuous unrealized loss position at December 31, 2021 and 2020:
December 31, 2021
Less than 12 Months
12 Months or More
Total
Fair
 
Value
Unrealized
Losses
Number
 
of
Securities
Fair
 
Value
Unrealized
Losses
Number
 
of
Securities
Fair
 
Value
Unrealized
Losses
Number
 
of
Securities
(Dollars in thousands)
Available-for-Sale Securities
Mortgage-backed - GSE residential
$
87,306
$
1,774
16
$
—
$
—
—
$
87,306
$
1,774
16
Collateralized mortgage obligations - GSE
residential
803
10
2
—
—
—
803
10
2
State and political subdivisions
72,915
762
39
1,310
5
4
74,225
767
43
Corporate bonds
—
—
—
—
—
—
—
—
—
Total temporarily impaired AFS securities
$
161,024
$
2,546
57
$
1,310
$
5
4
$
162,334
$
2,551
61
December 31, 2020
Less than 12 Months
12 Months or More
Total
Fair
 
Value
Unrealized
Losses
Number
 
of
 
Securities
Fair
 
Value
Unrealized
Losses
Number
 
of
 
Securities
Fair
 
Value
Unrealized
Losses
Number
 
of
 
Securities
(Dollars in thousands)
Available-for-Sale Securities
Mortgage-backed - GSE residential
$
—
$
—
—
$
—
$
—
—
$
—
$
—
—
Collateralized mortgage obligations - GSE
residential
9,933
42
5
—
—
—
9,933
42
5
State and political subdivisions
8,525
31
8
25
—
1
8,550
31
9
Corporate bonds
—
—
—
—
—
—
—
—
—
Total temporarily impaired AFS securities
$
18,458
$
73
13
$
25
$
—
1
$
18,483
$
73
14
Other-Than-Temporary Impairment
Upon acquisition of a security, the Company decides whether it is within the scope
 
of the accounting guidance for beneficial interests in securitized financial assets or will be
evaluated for impairment under the accounting guidance for investments.
The accounting
 
guidance for beneficial interests in securitized financial assets provides incremental
 
impairment guidance for a subset of the securities within the scope of the
guidance. For securities where the security is a beneficial interest in securitized financial
 
assets, the Company uses the beneficial interests in securitized financial asset impairment
model. For securities where the security is not a beneficial interest in securitized financial
 
assets, the Company uses the securities impairment model.
The Company routinely conducts periodic reviews to identify and
 
evaluate each investment security to determine whether an OTTI has occurred.
 
Economic models are used
to determine whether an OTTI has occurred on these securities. The Company recorded
no
 
OTTI losses on AFS securities in 2021, 2020 or 2019.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
96
Equity Securities
Equity securities consist of a $
2
 
million investment in Community Reinvestment Act (“CRA”) mutual fund and a $
433
 
thousand private equity investment. Equity securities
are included in other assets on the Consolidated Balance Sheets.
During 2020, the Company acquired an $
11
 
million privately-held security in partial satisfaction of debts previously
 
contracted. The Company used a discounted cash flow
model, a market transactions model and a public valuation approach to
 
determine the security’s cost basis. The Company elected a measurement alternative that
 
allows the security
to remain at cost until an impairment is identified or an observable
 
price change for an identical or similar investment of the same issuer occurs. Impairment is recorded
 
when there
is evidence that the expected fair value of the investment has declined
 
to below the recorded cost. No changes to the cost basis occurred in 2020.
 
During 2021, the Company sold the
equity security for $
5
 
million that resulted in a $
6
 
million realized loss.
 
The following is a summary of the recorded fair value and the unrealized and
 
realized gains and losses recognized in net income on equity securities:
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Net gains (losses) recognized during the reporting period on equity securities
$
(6,325)
$
46
$
62
Less: net losses recognized during the period on equity securities sold during
 
the
period
(6,245)
—
—
Unrealized gain (loss) recognized during the reporting period on
 
equity securities
still held at the reporting date
$
(80)
$
46
$
62
Note 4:
 
Loans and Allowance for Loan Losses
Categories of loans at December 31, 2021 and 2020 include:
As of December 31,
2021
2020
(Dollars in thousands)
Commercial
$
1,401,681
$
1,338,757
Energy
278,860
345,233
Commercial real estate
1,281,095
1,179,534
Construction and land development
578,758
563,144
Residential and multifamily real estate
600,816
680,932
Paycheck Protection Program (“PPP”)
64,805
292,230
Consumer
63,605
55,270
Gross loans
4,269,620
4,455,100
Less: Allowance for loan losses
58,375
75,295
Less: Net deferred loan fees and costs
13,407
13,203
Net loans
$
4,197,838
$
4,366,602
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
97
The following tables summarize the activity in the allowance for loan losses by portfolio
 
segment and disaggregated based on the Company’s impairment methodology. The
allocation in one portfolio segment does not preclude its availability to absorb
 
losses in other segments:
 
As of or For the Year Ended December 31, 2021
Commercial
Energy
Commercial
Real Estate
Construction
and Land
Development
Residential
and
Multifamily
Real Estate
PPP
Consumer
Total
(Dollars in thousands)
Allowance for loan losses
Beginning balance
$
24,693
$
18,341
$
22,354
$
3,612
$
5,842
$
—
$
453
$
75,295
Provision
7,951
(8,109)
(3,235)
137
(611)
—
(133)
(4,000)
Charge-offs
(12,618)
(1,003)
—
—
—
—
(2)
(13,623)
Recoveries
326
—
—
—
367
—
10
703
Ending balance
$
20,352
$
9,229
$
19,119
$
3,749
$
5,598
$
—
$
328
$
58,375
Period end allowance for loan losses allocated to:
Individually evaluated for
impairment
$
333
$
2,100
$
3,164
$
—
$
—
$
—
$
—
$
5,597
Collectively evaluated for
impairment
$
20,019
$
7,129
$
15,955
$
3,749
$
5,598
$
—
$
328
$
52,778
Ending balance
$
20,352
$
9,229
$
19,119
$
3,749
$
5,598
$
—
$
328
$
58,375
Allocated to loans:
Individually evaluated for
impairment
$
5,739
$
16,204
$
31,597
$
—
$
3,387
$
—
$
—
$
56,927
Collectively evaluated for
impairment
$
1,395,942
$
262,656
$
1,249,498
$
578,758
$
597,429
$
64,805
$
63,605
$
4,212,693
Ending balance
$
1,401,681
$
278,860
$
1,281,095
$
578,758
$
600,816
$
64,805
$
63,605
$
4,269,620
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
98
As of or For the Year Ended December 31, 2020
Commercial
Energy
Commercial
Real Estate
Construction
and Land
Development
Residential
and
 
Multifamily
 
Real Estate
PPP
Consumer
Total
(Dollars in thousands)
Allowance for loan losses
Beginning balance
$
35,864
$
6,565
$
8,085
$
3,516
$
2,546
$
—
$
320
$
56,896
Provision
19,959
16,867
15,853
96
3,700
—
225
56,700
Charge-offs
(31,205)
(5,091)
(1,584)
—
(445)
—
(104)
(38,429)
Recoveries
75
—
—
—
41
—
12
128
Ending balance
$
24,693
$
18,341
$
22,354
$
3,612
$
5,842
$
—
$
453
$
75,295
Period end allowance for loan losses allocated to:
Individually evaluated for
impairment
$
1,115
$
3,370
$
5,048
$
—
$
—
$
—
$
—
$
9,533
Collectively evaluated for
impairment
$
23,578
$
14,971
$
17,306
$
3,612
$
5,842
$
—
$
453
$
65,762
Ending balance
$
24,693
$
18,341
$
22,354
$
3,612
$
5,842
$
—
$
453
$
75,295
Allocated to loans:
Individually evaluated for
impairment
$
44,678
$
26,045
$
44,318
$
—
$
6,329
$
—
$
244
$
121,614
Collectively evaluated for
impairment
$
1,294,079
$
319,188
$
1,135,216
$
563,144
$
674,603
$
292,230
$
55,026
$
4,333,486
Ending balance
$
1,338,757
$
345,233
$
1,179,534
$
563,144
$
680,932
$
292,230
$
55,270
$
4,455,100
As of or For the Year Ended December 31, 2019
Commercial
Energy
Commercial
Real Estate
Construction
and Land
Development
Residential
and
Multifamily
Real Estate
PPP
Consumer
Total
(Dollars in thousands)
Allowance for loan losses
Beginning balance
$
16,584
$
10,262
$
6,755
$
2,475
$
1,464
$
—
$
286
$
37,826
Provision
27,219
(1,273)
1,771
1,041
1,090
—
52
29,900
Charge-offs
(7,954)
(3,000)
(441)
—
(8)
—
(20)
(11,423)
Recoveries
15
576
—
—
—
—
2
593
Ending balance
$
35,864
$
6,565
$
8,085
$
3,516
$
2,546
$
—
$
320
$
56,896
Credit Risk Profile
The Company analyzes its loan portfolio based on internal rating categories
 
(grades 1 - 8), portfolio segmentation and payment activity. These categories are utilized
 
to
develop the associated ALLL. A
 
description of the loan grades and segments follows:
 
 
99
Loan Grades
•
 
Pass (risk rating 1-4)
 
- Considered satisfactory. Includes borrowers that generally maintain good liquidity
 
and financial condition or the credit is currently protected with
sales trends remaining flat or declining. Most ratios compare favorably
 
with industry norms and Company policies. Debt is programmed and timely repayment
 
is
expected.
•
 
Special Mention (risk rating 5)
 
- Borrowers generally exhibit adverse trends in operations or an imbalanced position
 
in their balance sheet that has not reached a point
where repayment is jeopardized. Credits are currently protected but,
 
if left uncorrected, the potential weaknesses may result in deterioration of
 
the repayment prospects
for the credit or in the Company’s credit or lien position at a future date. These credits are not
 
adversely classified and do not expose the Company to enough risk to
warrant adverse classification.
•
Substandard (risk rating 6)
 
- Credits generally exhibit well-defined weakness(es) that jeopardize repayment.
 
Credits are inadequately protected by the current worth
and paying capacity of the obligor or of the collateral pledged. A distinct possibility exists that the Company will sustain some loss if deficiencies are not corrected. Loss
potential, while existing in the aggregate amount of substandard assets, does not have
 
to exist in individual assets classified substandard. Substandard loans include both
performing and nonperforming loans and are broken out in the table below.
•
Doubtful (risk rating 7)
- Credits which exhibit weaknesses inherent in a substandard credit with the added
 
characteristic that these weaknesses make collection or
liquidation in full highly questionable or improbable based on existing
 
facts, conditions and values. Because of reasonably specific pending factors,
 
which may work to
the advantage and strengthening of the assets, classification as a loss is deferred
 
until its more exact status may be determined.
•
Loss (risk rating 8)
- Credits which are considered uncollectible or of such little value that their continuance
 
as a bankable asset is not warranted.
 
Loan Portfolio Segments
•
 
Commercial
 
- Includes loans to commercial customers for use in financing working
 
capital, equipment purchases and expansions. Repayment is primarily from
 
the cash
flow of a borrower’s principal business operation. Credit risk is driven by
 
creditworthiness of a borrower and the economic conditions that impact the cash flow stability
from business operations.
•
Energy
 
- Includes loans to oil and natural gas customers for use in financing working
 
capital needs, exploration and production activities, and acquisitions. The loans are
repaid primarily from the conversion of crude oil and natural gas to cash.
 
Credit risk is driven by creditworthiness of a borrower and the economic conditions that
 
impact
the cash flow stability from business operations. Energy loans are typically collateralized
 
with the underlying oil and gas reserves.
•
Commercial Real Estate
 
- Loans typically involve larger principal amounts, and repayment of these
 
loans is generally dependent on the successful operations of the
property securing the loan or the business conducted on the property securing
 
the loan. These are viewed primarily as cash flow loans and secondarily as loans secured by
real estate. Credit risk may be impacted by the creditworthiness of a borrower, property
 
values and the local economies in the borrower’s market areas.
•
Construction and Land Development
 
- Loans are usually based upon estimates of costs and estimated value of
 
the completed project and include independent appraisal
reviews and a financial analysis of the developers and property owners. Sources of repayment
 
include permanent loans, sales of developed property or an interim loan
commitment from the Company until permanent financing is obtained. These loans are higher
 
risk than other real estate loans due to their ultimate repayment being
sensitive to interest rate changes, general economic conditions and the
 
availability of long-term financing. Credit risk may be impacted by the creditworthiness
 
of a
borrower, property values and the local economies in the borrower’s market
 
areas.
•
Residential and Multifamily Real Estate
- The loans are generally secured by owner-occupied 1-4 family residences or multifamily
 
properties. Repayment of these
loans is primarily dependent on the personal income and credit rating of the borrowers or underlying
 
tenants. Credit risk in these loans can be impacted by economic
conditions within or outside the borrower’s market areas that might impact
 
either property values, a borrower’s personal income, or residents’ income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100
•
PPP
- The loans were established by the CARES Act which authorized forgivable loans to small businesses to pay their employees
 
during the COVID-19 pandemic. The
program requires all loan terms to be the same for everyone. The loans are 100% guaranteed
 
by the SBA and repayment is primarily dependent on the borrower’s cash
flow or SBA repayment approval.
•
Consumer
- The loan portfolio consists of revolving lines of credit and various term loans such
 
as automobile loans and loans for other personal purposes. Repayment is
primarily dependent on the personal income and credit rating of the borrowers.
 
Credit risk is driven by consumer economic factors (such as unemployment and general
economic conditions in the borrower’s market area) and the creditworthiness
 
of a borrower.
Loans by Risk Rating
The following tables present the credit risk profile of the Company’s loan portfolio
 
based on an internal rating category and portfolio segment:
As of December 31, 2021
Pass
Special Mention
Substandard
Performing
Substandard
Nonperforming
Doubtful
Loss
Total
(Dollars in thousands)
Commercial
$
1,356,883
$
16,201
$
23,739
$
4,858
$
—
$
—
$
1,401,681
Energy
184,269
73,196
5,246
13,595
2,554
—
278,860
Commercial real estate
1,172,323
86,768
11,782
10,222
—
—
1,281,095
Construction and land development
578,758
—
—
—
—
—
578,758
Residential and multifamily real estate
593,847
257
6,508
204
—
—
600,816
PPP
64,805
—
—
—
—
—
64,805
Consumer
63,605
—
—
—
—
—
63,605
Total
$
4,014,490
$
176,422
$
47,275
$
28,879
$
2,554
$
—
$
4,269,620
As of December 31, 2020
Pass
Special Mention
Substandard
Performing
Substandard
Nonperforming
Doubtful
Loss
Total
(Dollars in thousands)
Commercial
$
1,182,519
$
66,142
$
63,407
$
26,124
$
565
$
—
$
1,338,757
Energy
145,598
90,134
83,574
22,177
3,750
—
345,233
Commercial real estate
1,035,056
67,710
57,680
19,088
—
—
1,179,534
Construction and land development
561,871
125
1,148
—
—
—
563,144
Residential and multifamily real estate
672,327
305
5,199
3,101
—
—
680,932
PPP
292,230
—
—
—
—
—
292,230
Consumer
55,026
—
—
244
—
—
55,270
Total
$
3,944,627
$
224,416
$
211,008
$
70,734
$
4,315
$
—
$
4,455,100
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
Loan Portfolio Aging
 
Analysis
The following tables present the Company’s loan portfolio aging analysis of
 
the recorded investment in loans as of December 31, 2021 and 2020:
As of December 31, 2021
30-59 Days Past
Due
60-89 Days Past
Due
90 Days or
More
Total Past Due
Current
Total Loans
Receivable
Loans >= 90
Days and
Accruing
(Dollars in thousands)
Commercial
$
183
$
499
$
1,037
$
1,719
$
1,399,962
$
1,401,681
$
90
Energy
—
—
4,644
4,644
274,216
278,860
—
Commercial real estate
85
992
—
1,077
1,280,018
1,281,095
—
Construction and land development
966
117
—
1,083
577,675
578,758
—
Residential and multifamily real estate
437
151
—
588
600,228
600,816
—
PPP
—
—
—
—
64,805
64,805
—
Consumer
—
99
—
99
63,506
63,605
—
Total
$
1,671
$
1,858
$
5,681
$
9,210
$
4,260,410
$
4,269,620
$
90
As of December 31, 2020
30-59 Days Past
Due
60-89 Days Past
Due
90 Days or
More
Total Past Due
Current
Total Loans
Receivable
Loans >= 90
Days and
Accruing
(Dollars in thousands)
Commercial
$
8,497
$
264
$
11,236
$
19,997
$
1,318,760
$
1,338,757
$
—
Energy
—
—
7,173
7,173
338,060
345,233
372
Commercial real estate
63
7,677
4,825
12,565
1,166,969
1,179,534
—
Construction and land development
—
—
—
—
563,144
563,144
—
Residential and multifamily real estate
1,577
—
3,520
5,097
675,835
680,932
652
PPP
—
—
—
—
292,230
292,230
—
Consumer
—
—
—
—
55,270
55,270
—
Total
$
10,137
$
7,941
$
26,754
$
44,832
$
4,410,268
$
4,455,100
$
1,024
Impaired Loans
A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when
 
based on current information and events, it is probable the
Company will be unable to collect all amounts due from the borrower in accordance
 
with the contractual terms of the loan. Impaired loans include nonperforming
 
loans but also
include loans modified in troubled debt restructurings where concessions
 
have been granted to borrowers experiencing financial difficulties. The intent of concessions
 
is to
maximize collection.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
102
Groups of loans with similar risk characteristics are collectively evaluated for impairment
 
based on the group’s historical loss experience adjusted for changes
 
in trends,
conditions and other relevant factors that affect repayment of the loans. The following
 
tables present loans individually evaluated for impairment, including
 
all restructured and
formerly restructured loans, for the periods ended December 31, 2021
 
and December 31, 2020:
As of or For the Year Ended December 31, 2021
Recorded Balance
Unpaid Principal
Balance
Specific Allowance
Average Investment
Impaired Loans
Interest Income
Recognized
(Dollars in thousands)
Loans without a specific valuation
Commercial
$
4,659
$
4,740
$
—
$
7,155
$
75
Energy
3,509
7,322
—
4,548
5
Commercial real estate
1,729
1,729
—
1,800
18
Construction and land development
—
—
—
—
—
Residential and multifamily real estate
3,387
3,387
—
3,392
86
PPP
—
—
—
—
—
Consumer
—
—
—
—
—
Loans with a specific valuation
 
 
 
Commercial
1,080
1,080
333
496
19
Energy
12,695
17,977
2,100
14,117
14
Commercial real estate
29,868
30,854
3,164
28,876
993
Construction and land development
—
—
—
—
—
Residential and multifamily real estate
—
—
—
—
—
PPP
—
—
—
—
—
Consumer
—
—
—
—
—
Total
 
 
 
Commercial
5,739
5,820
333
7,651
94
Energy
16,204
25,299
2,100
18,665
19
Commercial real estate
31,597
32,583
3,164
30,676
1,011
Construction and land development
—
—
—
—
—
Residential and multifamily real estate
3,387
3,387
—
3,392
86
PPP
—
—
—
—
—
Consumer
—
—
—
—
—
$
56,927
$
67,089
$
5,597
$
1,210
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
103
As of or For the Year Ended December 31, 2020
Recorded Balance
Unpaid Principal
Balance
Specific Allowance
Average Investment
Impaired Loans
Interest Income
Recognized
(Dollars in thousands)
Loans without a specific valuation
Commercial
$
36,111
$
50,245
$
—
$
29,591
$
1,143
Energy
3,864
6,677
—
6,710
53
Commercial real estate
10,079
11,663
—
11,952
390
Construction and land development
—
—
—
—
—
Residential and multifamily real estate
6,329
6,585
—
6,315
145
PPP
—
—
—
—
—
Consumer
244
244
—
250
—
Loans with a specific valuation
 
 
 
Commercial
8,567
8,567
1,115
8,637
249
Energy
22,181
27,460
3,370
23,823
542
Commercial real estate
34,239
34,239
5,048
27,980
1,035
Construction and land development
—
—
—
—
—
Residential and multifamily real estate
—
—
—
—
—
PPP
—
—
—
—
—
Consumer
—
—
—
—
—
Total
 
 
 
Commercial
44,678
58,812
1,115
38,228
1,392
Energy
26,045
34,137
3,370
30,533
595
Commercial real estate
44,318
45,902
5,048
39,932
1,425
Construction and land development
—
—
—
—
—
Residential and multifamily real estate
6,329
6,585
—
6,315
145
PPP
—
—
—
—
—
Consumer
244
244
—
250
—
$
121,614
$
145,680
$
9,533
$
3,557
Non-accrual Loans
Non-accrual loans are loans for which the Company does not record interest
 
income. The accrual of interest on loans is discontinued at the time the loan is 90 days past due
unless the credit is well secured and in process of collection. Past due status is based on
 
contractual terms of the loan. In all cases, loans are placed on non-accrual or
 
charged off at
an earlier date, if collection of principal or interest is considered doubtful.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
104
All interest accrued but not collected for loans that are placed on non-accrual
 
or charged off are reversed against interest income. The interest on these loans is accounted for
on the cash basis or cost-recovery method, until qualifying for return
 
to accrual. Loans are returned to accrual status when all the principal and interest amounts
 
contractually due are
brought current and future payments are reasonably assured. The following table presents the Company’s
 
non-accrual loans by loan category at December 31, 2021 and 2020:
 
As of December 31,
2021
2020
(Dollars in thousands)
Commercial
$
4,858
$
26,691
Energy
16,148
25,927
Commercial real estate
10,222
19,088
Construction and land development
—
—
Residential and multifamily real estate
204
3,101
PPP
—
—
Consumer
—
244
Total non-accrual loans
$
31,432
$
75,051
Troubled Debt Restructurings (“TDR”)
Restructured loans are those extended to borrowers who are experiencing
 
financial difficulty and who have been granted a concession, excluding loan modifications
 
as a
result of the COVID-19 pandemic as permitted by the CARES Act (as extended by the Consolidated Appropriations Act of 2021). A TDR may also exist if the borrower transfers to
the Bank: (i) receivables for third parties; (ii) real estate; (iii) other assets; or
 
(iv) an equity position in the borrower to fully or partially satisfy a loan or the issuance or other
granting of an equity position to the Bank to fully or partially satisfy a debt unless the equity
 
position is granted pursuant to existing terms for converting the debt into
 
an equity
position.
Once an obligation has been restructured, the loan continues to be considered
 
restructured until: (i) the obligation is paid in full or (ii) the borrower is in compliance
 
with its
modified terms for at least 12 consecutive months, the loan has a market rate,
 
and the borrower could obtain similar terms from another bank. When a loan undergoes
 
a TDR, the
determination of whether the loan would remain on accrual status depends
 
on several factors including: (i) the accrual status prior to the restructuring;
 
(ii) the borrower’s
demonstrated performance under the previous terms; and (iii) the Bank’s credit
 
evaluation of the borrower’s capacity to continue to perform under the restructured
 
terms.
Loans identified as TDRs are evaluated for impairment using the present value of the expected
 
cash flows or the estimated fair value of the collateral if the loan is collateral
dependent. The fair value is determined, when possible, by an appraisal of the property less estimated
 
costs related to liquidation of the collateral. The appraisal amount may also be
adjusted for current market conditions. Adjustments to reflect the present value of the expected cash flows or the estimated
 
fair value of collateral dependent loans are a component
in determining an appropriate allowance, and as such, may result in increases or
 
decreases to the provision for loan losses in current and future earnings.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
105
The table below presents loans restructured during the years ended
 
December 31, 2021 and 2020, including the post-modification outstanding balance and
 
the type of
concession made:
For the Year Ended December 31,
2021
2020
(Dollars in thousands)
Commercial
- Debt forgiveness
$
—
$
17,297
- Reduction of monthly payment
—
1,224
- Interest rate reduction
1,000
3,171
Energy
- Reduction of monthly payment
—
7,825
- Extension of maturity date
—
2,340
Commercial real estate
- Deferred payment
—
21,210
- Interest rate reduction
3,750
—
Total troubled debt restructurings
$
4,750
$
53,067
As of December 31, 2021, the modifications related to the troubled debt
 
restructurings above did not impact the allowance for loan losses because the loans were previously
impaired and evaluated on an individual basis or sufficient collateral was obtained.
 
For the year ended December 31, 2021 and 2020, the TDRs outstanding resulted in
 
charge-offs of $
0
 
and $
26
 
million and recoveries of $
81
 
thousand and $
0
, respectively.
No
TDRs modified within the past 12 months defaulted in 2021. The restructured loans had a total specific valuation
 
allowance of $
4
 
million as of December 31, 2021 and 2020,
respectively.
The balance of restructured loans and the balance of those loans that are
 
in default at any time during the past 12 months at December 31, 2021 and
 
2020 is provided below:
For the Year Ended December 31,
2021
2020
Number of
Loans
Outstanding
Balance
Balance 90 Days Past Due
 
at Any Time During
 
Previous 12 Months
(1)
Number
 
of Loans
Outstanding
Balance
Balance 90 Days Past Due
 
at Any Time During
 
Previous 12 Months
(1)
(Dollars in thousands)
Commercial
1
$
910
$
4,899
7
$
22,759
$
2,776
Energy
4
10,118
7,825
4
11,053
2,713
Commercial real estate
5
26,158
—
4
26,038
—
Construction and land development
—
—
—
—
—
—
Residential and multifamily real estate
1
3,183
89
2
3,245
—
PPP
—
—
—
—
—
—
Consumer
—
—
—
—
—
—
Total troubled debt restructured loans
11
$
40,369
$
12,813
17
$
63,095
$
5,489
(1)
Default is considered to mean 90 days or more past due as to interest or principal.
106
During the year ended December 31, 2021, $
2
 
million of interest income was recognized related to the $
40
 
million in TDRs above. If the loans had been current in
accordance with their original terms and had been outstanding throughout
 
the period or since inception, the gross interest income that would have been recorded
 
for the year ended
December 31, 2021 would have been $
3
 
million.
 
During the year ended December 31, 2020, $
1
 
million of interest income was recognized related to the $
63
 
million in TDRs above. If the loans had been current in
accordance with their original terms and had been outstanding throughout
 
the period or since inception, the gross interest income that would have been recorded
 
for the year ended
December 31, 2020 would have been $
2
 
million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
107
Note 5:
 
Premises and Equipment
Major classifications of premises and equipment, stated at cost, are as follows:
As of December 31,
2021
2020
(Dollars in thousands)
Land
$
7,384
$
7,384
Building and improvements
62,344
62,331
Construction in progress
509
95
Furniture and fixtures
14,106
14,073
Equipment
9,596
9,587
93,939
93,470
Less: accumulated depreciation
27,870
22,961
Premises and equipment, net
$
66,069
$
70,509
Note 6:
 
Goodwill and Core Deposit Intangible
As a result of economic conditions from the COVID-19 pandemic and
 
oil market volatility, the Company conducted a June 30, 2020
goodwill impairment test. The test required a goodwill impairment charge of
 
$
7
 
million, representing full impairment of goodwill. The
primary causes of the goodwill impairment were economic conditions,
 
volatility in the market capitalization of the Company, increased
loan provision in light of the COVID-19 pandemic, and other changes in key variables
 
driven by the uncertain macro-environment that
when combined, resulted in the reporting unit’s fair value being less than the
 
carrying value. The Tulsa, Oklahoma market represented the
reporting unit and included all goodwill previously recorded.
The reporting unit’s fair value was determined using a combination
 
of: (i) the capitalization of earnings method, an income
approach, and (ii) the public company method, a market approach. The income approach
 
estimated fair value by determining the cash flow
in a single period, adjusted for growth that is adjusted by
 
a capitalization rate. The market approach estimated fair value by averaging the
price-to-book multiples from peer, public banks and adding a control premium.
Since the core deposit intangible (“CDI”) outstanding came from the same
 
reporting unit, the Company conducted an impairment
test of CDI as of June 30, 2020. The Company used an income approach to calculate a CDI fair market
 
value. The results indicated the
CDI was not impaired as of June 30, 2020. Following the June 30, 2020
 
impairment test, no additional qualitative factors arose requiring
us to perform another CDI impairment test.
Fair value determinations require considerable judgment and are sensitive
 
to changes in underlying assumptions, estimates, and
market factors. Estimating the fair value of individual reporting units
 
requires management to make assumptions and estimates regarding
the Company’s future plans, as well as industry, economic, and regulatory
 
conditions. These assumptions and estimates include estimated
future cash flows, income tax rates, discount rates, growth rates, and other market
 
factors.
The change in goodwill and core deposit intangible during the years ended
 
December 31, 2021 and 2020 were:
Gross Carrying
Amount
Accumulated
Amortization
Impairment
Net Carrying
Amount
(Dollars in thousands)
December 31, 2021
Core deposit intangible
1,014
884
—
130
Total goodwill and intangible assets
$
1,014
$
884
$
—
$
130
December 31, 2020
Goodwill
$
7,397
$
—
$
7,397
$
—
Core deposit intangible
1,014
806
—
208
Total goodwill and intangible assets
$
8,411
$
806
$
7,397
$
208
The remaining CDI balance will amortize over the next
two years
.
 
 
 
108
Note 7:
 
Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and
 
economic conditions.
 
The Company principally manages its exposures to a wide variety of
business and operational risks through management of its core business activities. The Company
 
manages economic risks, including interest rate, liquidity, and credit risk primarily
 
by
managing the amount, sources, and duration of its assets and liabilities and the use
 
of derivative financial instruments.
 
Specifically, the Company enters into derivative financial
instruments to manage exposures that arise from business activities that result in the receipt
 
or payment of future known and uncertain cash amounts, the value of
 
which are determined
by interest rates.
 
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to
 
interest expense and to manage its exposure to interest rate movements. To accomplish
 
this
objective, the Company primarily uses interest rate swaps as part of its interest rate risk
 
management strategy.
 
Interest rate swaps designated as cash flow hedges involve the receipt of
variable amounts from a counterparty in exchange for the Company making
 
fixed-rate payments over the life of the agreements without exchange
 
of the underlying notional amount.
 
During 2021, the Company entered into forward-looking derivatives that
 
will be used to hedge variable cash flows associated with variable-rate funding. These
5
 
swaps had an
aggregate notional amount of $
100
 
million and $
0
 
at December 31, 2021 and 2020, respectively.
For derivatives designated and that qualify as cash flow hedges of interest rate
 
risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income
(“AOCI”) and subsequently reclassified into interest expense in the
 
same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to
derivatives will be reclassified to interest expense as interest payments
 
are made on the Company’s related, variable-rate debt. During the next twelve months,
 
the Company estimates
that an additional $
0
 
will be reclassified as a reduction to interest expense.
 
The Company’s derivative financial instruments are not effective until 2023. As a result, the derivative financial instruments
 
did not impact the Income Statement for the year
ended December 31, 2021 and 2020.
 
Non-designated Hedges
Derivatives not designated as hedges are not speculative and result from
 
a service provided to clients. The Company executes interest rate swaps with customers to facilitate
their respective risk management strategies.
 
Those interest rate swaps are simultaneously hedged by offsetting
 
derivatives that the Company executes with a third-party, such that
 
the
Company minimizes its net risk exposure resulting from such transactions.
 
Interest rate derivatives associated with this program do not meet the strict hedge
 
accounting requirements
and changes in the fair value of both the customer derivatives and the offsetting
 
derivatives are recognized directly in earnings. These
54
 
and
56
 
swaps had an aggregate notional
amount of $
535
 
million and $
516
 
million at December 31, 2021 and 2020, respectively.
During 2019, the Company changed an input associated with the fair
 
market value related to derivatives not designated as hedges. The model utilized to calculate the
nonperformance risk, also known as the credit valuation adjustment (“CVA”),
 
was adjusted from a default methodology to an internal review
 
process by the Company. Management
believes this change better aligns with the Company’s credit methodology and underwriting
 
standards.
 
As a result of the change in methodology, the Company recorded an adjustment to
 
increase swap fee income, net, by approximately $
800
 
thousand, related to swaps closed as of
June 30, 2019. If no defaults occur for derivatives not designated as hedges,
 
the change in methodology will lower future swap fee income, net, by the same amount.
The effect of the Company’s derivative financial instruments that are not designated
 
as hedging instruments are reported on the statements of income as swap fee income,
 
net.
During 2021, the Company recorded a $
342
 
thousand gain for CVA adjustments primarily related to one swap. During 2020, the Company recorded a $
290
 
thousand loss for CVA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
109
adjustments primarily related to one swap. The effect of the Company’s derivative financial
 
instruments gain or loss are reported on the statements of cash flows within other
 
assets and
other liabilities.
 
Fair Values of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company’s derivative financial
 
instruments and their classification on the balance sheet as of December 31, 2021
 
and 2020:
Asset Derivatives
Liability Derivatives
Balance Sheet
As of December 31,
Balance Sheet
As of December 31,
Location
2021
2020
Location
2021
2020
(Dollars in thousands)
Interest rate products:
Derivatives designated as hedging instruments
Other assets
$
3
$
—
Other liabilities
$
565
$
—
Derivatives not designated as hedging
instruments
Other assets
$
11,305
$
24,094
Other liabilities
$
11,322
$
24,454
Total
$
11,308
$
24,094
$
11,887
$
24,454
Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income
The table below presents the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income
 
as of December 31, 2021. The Company had no cash flow
hedges for the year ended December 31, 2020.
December 31, 2021
Gain or (Loss)
Recognized in
OCI on
Derivative
 
Gain or (Loss)
Recognized in
OCI Included
Component
Gain or (Loss)
Recognized in
OCI Excluded
Component
Location of Gain or
(Loss) Recognized from
Accumulated Other
Comprehensive Income
into Income
Gain or (Loss)
Reclassified
from
Accumulated
OCI into Income
Gain or (Loss)
Reclassified from
Accumulated OCI
into Income
Included
Component
Gain or (Loss)
Reclassified from
Accumulated OCI
into Income
Excluded
Component
(Dollars in thousands)
Derivatives in Cash Flow Hedging Relationships
 
Interest Rate Products
$
(562)
$
(562)
$
—
Interest Expense
$
—
$
—
$
—
Credit Risk Related Contingent Features
As of December 31, 2021, the fair value of derivatives in a net liability position,
 
which includes accrued interest but excludes any adjustment for nonperformance
 
risk, related to
these agreements was $
11
 
million. As of December 31, 2021, the Company has minimum collateral posting thresholds with certain of its derivative
 
counterparties and has posted
collateral of $
17
 
million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
110
Note 8:
 
Foreclosed Assets
Foreclosed asset activity was as follows:
As of or for the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Beginning balance
$
2,347
$
3,619
$
—
Loans transferred to foreclosed assets
—
930
3,619
Direct write-downs
(629)
(1,118)
—
Sales proceeds from foreclosed assets
(628)
(1,045)
—
Gain (loss) on sale of foreclosed assets
58
(39)
—
Ending balance
$
1,148
$
2,347
$
3,619
Foreclosed assets consisted of a commercial use facility at December 31, 2021. For
 
the year-ended December 31, 2021, the
Company sold the raw land foreclosed upon in 2019 and a commercial use facility
 
foreclosed upon in 2020. During 2020, the Company
sold the industrial facilities that were foreclosed upon in 2019 and impaired
 
the raw land foreclosed upon in 2019.
 
Upon acquisition, foreclosed assets are recorded at fair value less estimated selling costs at the
 
date of foreclosure, establishing a
new cost basis. They are subsequently carried at the lower of cost or fair value less estimated
 
selling costs. Income and losses are reported
on the Consolidated Statements of Income under the foreclosed assets, net section.
 
 
Note 9:
 
Interest-bearing Time Deposits
Interest-bearing time deposits in denominations of $250 thousand or more
 
were $
324
 
million and $
524
 
million as of December 31,
2021 and 2020, respectively.
The Company acquires brokered deposits in the normal course of business. At December 31, 2021 and 2020, brokered
 
deposits of
approximately $
91
 
million and $
188
 
million, respectively, were included in the Company’s time deposit balance. Reciprocal
 
deposits,
which includes The Certificate of Deposit Account Registry Services (“CDARS”) discussed below, are treated
 
as core deposits instead of
brokered deposits and are not included in the above amounts.
The Company is a member of CDARS that allows depositors to receive FDIC insurance
 
on amounts greater than the FDIC
insurance limit, which is currently $250,000. CDARS allows institutions to break
 
large deposits into smaller amounts and place them in a
network of other CDARS institutions to ensure full FDIC insurance is gained
 
on the entire deposit. CDARS totaled approximately $
50
million and $
75
 
million as of December 31, 2021 and 2020, respectively.
The scheduled maturities for time deposits are provided in
Note 10: Borrowing Arrangements
 
below.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
111
Note 10:
 
Borrowing Arrangements
The following table summarizes borrowings at December 31, 2021
 
and 2020:
As of and For the Year Ended December 31,
2021
2020
(Dollars in thousands)
Balance
Rate
(6)
Maximum Balance at
Any End of Month
Balance
Rate
(6)
Maximum Balance at
Any End of Month
Repurchase agreements
(1)
$
—
 
NA
%
$
6,218
$
2,306
0.15
%
$
57,259
Federal funds purchased
(2)
—
NA
—
—
NA
30,000
FHLB advances
(3)
236,600
1.92
293,100
293,100
1.78
450,659
FHLB line of credit
(3)
—
NA
—
—
NA
20,000
Federal Reserve Borrowing
(4)
—
 
NA
—
—
 
NA
15,000
Trust preferred security
(5)
1,009
1.94
%
$
1,009
963
1.96
%
$
963
Total borrowings
$
237,609
$
296,369
 
(1)
 
Repurchase agreements consist of Bank obligations to other parties payable on demand
 
and generally have one day maturities. The obligations are collateralized by
 
securities of
U.S. government sponsored enterprises and mortgage-backed
 
securities and such collateral is held by a third-party custodian. The year-to-date average daily
 
balance was
$
2
 
million and $
32
 
million for the years ended December 31, 2021 and 2020, respectively. The securities, mortgage-backed
 
government sponsored residential securities, pledged
for customer repurchase agreements were $
0
 
and $
6
 
million at December 31, 2021 and 2020, respectively.
(2)
 
Federal funds purchased include short-term funds that are borrowed from
 
another bank. The Bank is part of a third-party service that allows us to borrow amounts from
 
another
bank if the bank has approved us for credit. Federal funds purchased generally have
 
one day maturities.
(3)
 
FHLB advances and line of credit are collateralized by a blanket floating
 
lien on certain loans, as well as, unrestricted securities. FHLB advances are at a fixed rate, ranging
 
from
0.37
% to
2.88
% and are subject to restrictions or penalties in the event of prepayment. The FHLB line of credit has a variable
 
interest rate that reprices daily based on FHLB’s
cost of funds and matures on May 14, 2022.
(4)
 
Federal Reserve borrowings are collateralized by certain available-for-sale
 
securities and certain loans. The Federal Reserve discount window advance rates are variable and
based on an established discount rate determined by the Reserve Banks’ board of directors, subject to review and determination
 
by the Board of Governors. The borrowings
typically mature in
90
 
days.
(5)
 
On June 30, 2010, the Company assumed a liability with a fair value of $
1
 
million related to the assumption of trust preferred securities issued by Leawood Bancshares
 
Statutory
Trust I for $
4
 
million on September 30, 2005. In 2012, the Company settled litigation related
 
to the trust preferred securities which decreased the principal balance by $
1.5
 
million
and the recorded balance by approximately $
400
 
thousand. The difference between the recorded amount and the contract value of $
2.5
 
million is being accreted to the maturity
date in 2035. Distributions will be paid on each security at a variable annual
 
rate of interest, equal to LIBOR, plus
1.74
%.
(6)
Represents the year-end weighted average interest rate.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
112
The following table summarizes the Company’s other borrowing capacities
 
at December 31, 2021 and 2020:
As of December 31,
2021
2020
(Dollars in thousands)
FHLB borrowing capacity relating to loans
$
435,562
$
518,191
FHLB borrowing capacity relating to securities
—
—
Total FHLB borrowing capacity
$
435,562
$
518,191
Unused Federal Reserve borrowing capacity
$
428,786
$
435,805
The scheduled maturities, excluding interest, of the Company’s borrowings at
 
December 31, 2021 were as follows:
As of December 31, 2021
Within One
Year
One to Two
Years
Two to Three
Years
Three to
 
Four Years
Four to Five
Years
After Five Years
Total
(Dollars in thousands)
Time deposits
$
538,208
$
66,660
$
17,422
$
718
$
1,346
$
33
$
624,387
FHLB borrowings
21,500
35,000
—
5,100
—
175,000
236,600
Trust preferred securities
(1)
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
1,009
 
 
1,009
Total
$
559,708
$
101,660
$
17,422
$
5,818
$
1,346
$
176,042
$
861,996
(1)
 
The contract value of the trust preferred securities is $
2.6
 
million and is currently being accreted to the maturity date of 2035.
During the year ended December 31, 2021, the Company recorded $
771
 
thousand in prepayment penalties related to $
40
 
million of FHLB borrowings. The prepayment
penalties are included in interest expense within the Consolidated Statements of
 
Income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
113
Note 11:
 
Income Taxes
The provision for income taxes includes these components:
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Taxes currently payable
$
14,892
$
7,970
$
7,624
Deferred income tax asset (liability)
2,664
(5,257)
(3,486)
Income tax expense
$
17,556
$
2,713
$
4,138
An income tax reconciliation at the statutory rate to the Company’s actual income
 
tax expense is shown below:
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Computed at the statutory rate (21%)
$
18,263
$
3,216
$
6,848
Increase (decrease) resulting from
Tax-exempt income
(3,672)
(3,109)
(2,913)
Nondeductible expenses
232
194
356
State tax credit
—
—
(1,361)
State income taxes
3,030
679
1,288
Equity based compensation
(172)
179
(88)
Goodwill impairment
—
1,553
—
Other adjustments
(125)
1
8
Actual tax expense
$
17,556
$
2,713
$
4,138
During 2019, the Company received a $
2
 
million gross state tax credit that will offset certain state income taxes. As a result, the
Company recorded a $
2
 
million tax benefit, offset by $
362
 
thousand in federal tax expense. This resulted in a $
1
 
million deferred tax asset
in 2019. During 2018, the Company received a $
3
 
million state tax credit that will offset certain state income taxes. The Company had a $
1
million deferred tax asset as of December 31, 2021 due to the previously mentioned
 
state tax credits. The deferred tax asset will decrease
as the Company produces certain state taxable income and expires on
 
December 31, 2034.
The Company has approximately $
1
 
million of federal net operating loss carry-forwards, which expire after 2028. The net operating
loss is subject to annual usage limitations of $
180
 
thousand per year, but may include unused amounts from prior years.
 
The Company
fully expects to utilize the entire net operating loss carry-forwards before
 
they expire.
 
The Company has approximately $
2
 
million of capital loss carry-forwards, which expire after 2026. The Company fully expects to
utilize the entire capital loss carry-forwards before they expire.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
114
The tax effects of temporary differences related to deferred taxes shown
 
on the consolidated balance sheets within other assets are
presented below:
As of December 31,
2021
2020
(Dollars in thousands)
Deferred tax assets
Allowance for loan losses
$
14,051
$
18,124
Lease incentive
508
564
Loan fees
3,227
3,178
Accrued expenses
2,735
2,128
Deferred compensation
2,418
2,474
State tax credit
1,033
2,621
Other
2,057
946
Total deferred tax asset
26,029
30,035
Deferred tax liability
Net unrealized gain on securities available-for-sale
(6,967)
(9,531)
FHLB stock basis
(757)
(1,209)
Premises and equipment
(2,602)
(2,881)
Other
(1,229)
(1,601)
Total deferred tax liability
(11,555)
(15,222)
Net deferred tax asset
$
14,474
$
14,813
State Tax Exam
During 2019, the Company received notice of a state tax audit for tax years
 
ended December 31, 2016, 2017 and 2018. The
resolution of findings did not have a material adverse effect on the consolidated
 
financial position, result of operations and cash flows of
the Company.
 
 
Note 12:
 
Changes in Accumulated Other Comprehensive Income
Amounts reclassified from accumulated other comprehensive income
 
(“AOCI”) and the affected line items in the consolidated
statements of income were as follows:
For the Year Ended December 31,
Affected Line Item in the
2021
2020
2019
Statements of Income
(Dollars in thousands)
Unrealized gains on available-for-sale
securities
$
1,023
$
1,704
$
987
Realized gains on available-
for-sale securities
Less: tax expense effect
245
415
242
Income tax expense
Net reclassified amount
$
778
$
1,289
$
745
Note 13:
 
Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements
 
administered by the federal banking agencies.
The Basel III Capital Rules (“Basel III”) were jointly published by three federal
 
banking regulatory agencies. Basel III defines the
components of capital, risk weighting and other issues affecting the numerator
 
and denominator in regulatory capital ratios.
Failure to meet minimum capital requirements can initiate certain mandatory
 
and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on
 
the Company’s consolidated financial statements. The actions may
include dividend payment restrictions, require the adoption of
 
remedial measures to increase capital, terminate FDIC deposit insurance,
and mandate the appointment of a conservator or receiver in severe cases. Under
 
capital adequacy guidelines and the regulatory framework
for prompt corrective action, the Company and the Bank must meet specific capital guidelines
 
that involve quantitative measures of assets,
liabilities and certain off-balance-sheet items as calculated under
 
U.S. GAAP, regulatory reporting requirements and regulatory capital
standards. The capital amounts and classification are also subject to qualitative judgments by
 
the regulators about components, risk
weightings and other factors. Furthermore, the Company’s regulators could
 
require adjustments to regulatory capital not reflected in these
consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
115
Quantitative measures established by regulation to ensure capital adequacy
 
require the Company and the Bank to maintain
minimum amounts and ratios (set forth in the table below) of total and tier I capital (as defined)
 
to risk-weighted assets (as defined),
common equity tier I capital (as defined) to risk-weighted assets (as defined),
 
and of tier I capital (as defined) to average assets (as
defined).
 
Management believes, as of December 31, 2021, the Company and the Bank met all capital
 
adequacy requirements to which
they are subject.
As of December 31, 2021, the most recent notification from the applicable
 
regulatory agencies categorized the Bank as
well
capitalized
 
under the regulatory framework for prompt corrective action. To be categorized as
well capitalized
, the Bank must maintain
minimum total risk-based, tier I risk-based, common equity tier I risk-based
 
and tier I leverage ratios as set forth in the table below. There
are no conditions or events since that notification that management believes
 
have changed the Bank’s category. The Company’s and the
Bank’s actual capital amounts and ratios as of December 31, 2021
 
and 2020 are presented in the following table:
Actual
Minimum Capital
 
Required - Basel III
Required to be Considered
Well Capitalized
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
December 31, 2021
Total Capital to Risk-Weighted Assets
Consolidated
$
704,544
13.6
%
$
544,060
10.5
%
 
N/A
 
N/A
Bank
681,980
13.2
543,708
10.5
$
517,817
10.0
%
Tier I Capital to Risk-Weighted Assets
 
Consolidated
646,169
12.5
440,430
8.5
N/A
N/A
Bank
623,605
12.0
440,144
8.5
414,253
8.0
Common Equity Tier 1 to Risk-Weighted Assets
Consolidated
645,160
12.5
362,707
7.0
N/A
 
N/A
Bank
623,605
12.0
362,472
7.0
336,581
6.5
Tier I Capital to Average Assets
 
Consolidated
646,169
11.8
218,510
4.0
N/A
N/A
Bank
$
623,605
11.4
%
$
218,366
4.0
%
$
272,958
5.0
%
December 31, 2020
Total Capital to Risk-Weighted Assets
 
Consolidated
$
656,806
13.1
%
$
527,486
10.5
%
N/A
N/A
Bank
611,533
12.2
527,217
10.5
$
502,111
10.0
%
Tier I Capital to Risk-Weighted Assets
Consolidated
593,865
11.8
427,012
8.5
N/A
 
N/A
Bank
548,615
10.9
426,794
8.5
401,689
8.0
Common Equity Tier 1 to Risk-Weighted Assets
 
Consolidated
592,902
11.8
351,657
7.0
N/A
N/A
Bank
548,615
10.9
351,478
7.0
326,372
6.5
Tier I Capital to Average Assets
Consolidated
593,865
10.8
219,550
4.0
N/A
 
N/A
Bank
$
548,615
10.0
%
$
219,441
4.0
%
$
274,302
5.0
%
The above minimum capital requirements include the capital conservation
 
buffer required to avoid limitations on capital
distributions, including dividend payments and certain discretionary bonus
 
payments to executive officers. The capital conservation buffer
was
2.5
% at December 31, 2021 and 2020.
 
 
Note 14:
 
Employee Benefit Plan
The Company has a retirement savings 401(k) plan covering substantially all employees.
 
Employees may contribute a portion of
their compensation to the plan. During 2021, 2020 and 2019, Company
 
contributions to the plan were
100
% on the first
1
% of employees’
salary deferral amounts plus
50
% of employees’ salary deferral amounts over
1
%, but capped at
6
% of employees’ compensation.
Additional contributions are discretionary and are determined annually by the
 
Board of Directors. Company contributions to the plan were
$1 million, $
1
 
million and $
1
 
million for 2021, 2020 and 2019, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
116
Note 15:
 
Revenue from Contracts with Customers
Except for gains or losses from the sale of foreclosed assets, the Company’s revenue from
 
contracts with customers within the scope
of ASC 606 is recognized in non-interest income. The revenue categories are selected based on the nature, amount, timing, and uncertainty
of revenue and cash flows. The following presents descriptions of revenue categories
 
within the scope of ASC 606:
Service charges and fees (rebates) on customer accounts -
This segment consists of monthly fees for the services rendered on
customer deposit accounts, including maintenance charges, overdraft
 
fees, and processing fees. The monthly fee structures are typically
based on type of account, volume, and activity. The customer is typically billed monthly and pays
 
the bill from their deposit account. The
Company satisfies the performance obligation related to providing depository
 
accounts monthly as transactions are processed and deposit
service charge revenue is recorded.
 
ATM and credit card interchange income -
This segment consists of fees charged for use of the Company’s ATMs, as well as, an
interchange fee with credit card and debit card service providers. ATM fees and interchange fees are based on the number
 
of transactions,
as well as, the underlying agreements. Customers are typically billed monthly. The Company
 
satisfies the performance obligation related to
ATM and interchange fees monthly as transactions are processed and revenue
 
is recorded.
 
International fees -
This segment consists of fees earned from foreign exchange transactions and
 
preparation of international
documentation. International fees are based on underlying agreements
 
that describe the Company’s performance obligation and the related
fee. Customers are typically billed and cash is received once the service
 
or transaction is complete. The Company satisfies the performance
obligation related to international fees monthly as transactions are processed
 
and revenue is recorded.
 
Other fees -
This segment consists of numerous, smaller fees such as wire transfer fees, referral
 
fees, check cashing fees, and check
printing fees. Other fees are typically billed to customers on a monthly
 
basis. Performance obligations for other fees are satisfied at the
time that the service is rendered.
Gain or loss on foreclosed assets
 
– Foreclosed assets are often sold in transactions that may not be considered
 
a contract with a
customer because the sale of the asset may not be an output of the Company’s ordinary
 
activities. However, sales of nonfinancial assets,
including in-substance nonfinancial assets, should be accounted for in
 
accordance with ASC 610-20, “Other Income-Gains and Losses
from the Derecognition of Nonfinancial Assets,” which requires the Company to apply certain measurement and recognition
 
concepts of
ASC 606. Accordingly, the Company recognizes the sale of a foreclosed asset, along with any associated gain or
 
loss, when control of the
asset transfers to the buyer. For sales of existing assets, this generally
 
will occur at the point of sale. When the Company finances the sale
 
of the foreclosed asset to the buyer, the Company must assess whether the
 
buyer is committed to perform their obligations under the
contract and whether collectability of the transaction price is probable. Once
 
these criteria are met, the repossessed asset is derecognized
and the gain or loss on sale is recorded upon the transfer of control of the
 
asset to the buyer.
 
The following table disaggregates the noninterest income subject to ASC 606 by category:
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Non-interest income subject to ASC 606
Service charges and fees on customer accounts
$
4,580
$
2,803
$
604
ATM and credit card interchange income
7,996
4,379
1,785
International fees
1,531
1,091
716
Other fees
134
87
122
Total non-interest income from contracts with customers
14,241
8,360
3,227
Non-interest income not subject to ASC 606
 
 
 
Other non-interest income
(581)
3,373
5,480
Total non-interest income
$
13,660
$
11,733
$
8,707
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
117
Note 16:
 
Stock-Based Compensation
The Company issues stock-based compensation in the form of non-vested
 
restricted stock and stock appreciation rights under the
2018 Omnibus Equity Incentive Plan (“Omnibus Plan”). In addition,
 
the Company has an Employee Stock Purchase Plan (“ESPP”) that
was suspended effective April 1, 2019 and reinstituted effective July 1, 2020. The Omnibus Plan will expire on the tenth anniversary
 
of its
effective date. The aggregate number of shares authorized for future issuance under
 
the Omnibus Plan is
1,775,245
 
shares as of
December 31, 2021. The Company will issue new common shares upon exercise or
 
vesting of stock-based awards.
 
During 2018, awards issued under the Stock Settled Appreciation Right (“SSAR”) Plan, Equity Incentive Plan, Employee Equity
Incentive Plan and New Market Founder Plan were assumed under the Omnibus
 
Plan as agreed upon with participants, impacting all
participants who agreed to the assumption. The awards are called “Legacy Awards.” Material terms and conditions of Legacy Awards
remain unchanged; therefore, no modification to their fair market value
 
was required. Going forward, all awards will be issued under the
Omnibus Plan.
The table below summarizes stock-based compensation for the years
 
ended December 31, 2021, 2020, and 2019:
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Stock appreciation rights
$
711
$
994
$
1,243
Performance-based stock awards
741
249
271
Restricted stock units and awards
3,047
3,078
3,174
Employee stock purchase plan
85
42
36
Total stock-based compensation
$
4,584
$
4,363
$
4,724
Stock Settled Appreciation
 
Rights
SSARs are granted based on the fair market value of the Company’s common
 
stock. SSARs typically vest in equal amounts over a
seven-year
 
period, commencing on the first anniversary of the effective date of grant and have
fifteen-year
 
contractual terms for Legacy
Awards and
ten-year
 
contractual terms for all other SSARs. Legacy Awards include retirement eligibility upon the participant’s 65th
birthday,
five years
 
of participation, and after
one year
 
holding the grant. The exercise of a SSAR entitles the participant to the excess of
the exercise price over the grant price for each SSAR.
 
Exercise price is based on the fair market value of the Company’s common
 
shares.
The calculated value of each share award is estimated at the grant date using a Black-Scholes
 
option valuation model. Expected
volatility is primarily based on an internal model that calculates the historical
 
volatility of the Company’s stock since the IPO and several
peer group banks’ weekly average stock prices before the IPO over the expected term. The expected term of stock granted represents the
period that shares are expected to be outstanding. The risk-free rate for periods within
 
the contractual life of the share award is based on
the U.S. Treasury yield curve.
For the expected term, the Company uses the simplified method described
 
in SAB Topic 14.D.2. This method uses an expected term
based on the midpoint between the vesting date and the end of the contractual term. This method
 
is used for the majority of SSARs,
because the Company does not have a significant pool of SSARs that have been
 
exercised. For some SSARs that are granted to participants
who will be retirement eligible during the term of the award, a separate analysis is performed
 
that focuses more on expected retirement
date.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
118
The following table provides the range of assumptions used in the Black-Scholes
 
valuation model, the weighted average grant date
fair value, and information related to SSARs exercised for the following years,
 
as well as, the remaining compensation cost to be
recognized and period over which the amount will be recognized as of the dates indicated:
For the Year Ended December 31,
2021
2020
2019
(1)
(Dollars in thousands, except per share data)
Assumptions:
Expected volatility
42.93
% -
43.29
%
20.34
%
24.63
% -
33.63
%
Expected dividends
0.00%
0.00%
0.00%
Expected term (in years)
7.00 - 7.01
6.00
4.24 - 7.00
Risk-free rate
0.94
% -
1.36
%
%
0.38
%
1.45
% -
2.55
%
Weighted average grant date fair value per share
$
6.50
$
1.93
$
5.43
Aggregate intrinsic value of SSARs exercised
$
1,297
$
571
$
493
Total fair value of SSARs vested during the year
$
1,087
$
1,245
$
1,171
Unrecognized compensation information:
Unrecognized compensation cost
$
1,249
$
1,737
$
2,904
Period remaining (in years)
4.1
3.3
3.9
(1)
The Black-Scholes inputs include a revaluation of a nonemployee SSAR upon adoption of ASU 2018-07, as well as, SSARs granted during the
period.
A summary of SSAR activity during and as of December 31, 2021 is presented below:
Stock Settled Appreciation Rights
Units
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual Term
Outstanding, January 1, 2021
1,589,675
$
10.73
8.45
Granted
63,000
14.20
9.67
Exercised
(141,186)
7.08
Forfeited or expired
(38,413)
11.99
Outstanding, December 31, 2021
1,473,076
$
11.20
7.13
Exercisable, December 31, 2021
1,120,238
$
10.46
6.93
Performance-Based Stock
 
Awards (“PBSAs”)
The Company awards PBSAs to key officers of the Company. The stock settled awards are
 
typically granted annually as determined
by the Compensation Committee. The performance-based shares typically cliff-vest
 
at the end of
three years
 
based on attainment of certain
performance metrics developed by the Compensation Committee. The ultimate number
 
of shares issuable under each performance award is
the product of the award target and the award payout percentage given the level of achievement. The
 
award payout percentages by level of
achievement range between
0
% of target and
150
% of target.
 
During 2016, the Company awarded PBSAs to New Market Founders. A New Market Founder is a nonemployee, adviser chosen in
a selected market to facilitate expansion of banking relationships. During
 
2016,
116,960
 
PBSAs were granted and cliff-vested on
December 31, 2021. The Company adopted ASU 2018-07 in the first quarter of 2019, which set the fair market value for this award. The
Company determined that no substantial service existed for this award,
 
resulting in a cumulative effect adjustment of approximately
$
2
 
million to retained earnings.
 
The New Market Founder PBSAs were based upon
four
 
equally weighted market measures: total assets, total loans, return on assets
and classified assets to capital as of December 31, 2021 that resulted
 
in
139,709
 
common shares to be issued. The
119
% payout percentage
resulted in $
245
 
thousand of expense being recognized during the year-ended December
 
31, 2021.
During the year-ended December 31, 2021, a former employee’s performance
 
award vesting dates were accelerated and shares were
issued at or slightly above target resulting in a $
411
 
thousand increase in expense.
 
During the year-ended December 31, 2021,
63,631
 
PBSAs were granted. The performance metrics included three year cumulative,
adjusted earnings per share and relative total shareholder return.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
119
The following table summarizes the status of and changes in the performance-based
 
awards:
Performance-Based Awards
Number of Shares
Weighted Average
Grant Date Fair Value
Unvested, January 1, 2021
231,631
$
10.51
Granted
63,631
12.88
Incremental performance shares
25,173
8.69
Vested
(217,135)
9.54
Forfeited
(4,948)
13.19
Unvested, December 31, 2021
98,352
$
13.59
Unrecognized stock-based compensation expense related to the performance
 
grants issued through December 31, 2021 was
$
661
 
thousand and is expected to be recognized over
2.1
 
years.
 
Restricted Stock Units (“RSUs”) and Restricted Stock
 
Awards (“RSAs”)
The Company issues RSUs and RSAs to provide additional incentives to key officers,
 
employees, and nonemployee directors.
Awards are typically granted annually as determined by the Compensation
 
Committee. The service based RSUs typically cliff-vest at the
end of
three years
 
for Legacy Awards and vest in equal amounts over
three years
 
for all other RSUs. The service based RSAs typically
cliff-vest after
one year
. As of December 31, 2021,
no
 
Legacy RSUs or RSAs remained outstanding.
 
The following table summarizes the status of and changes in the RSUs and RSAs:
Restricted Stock Units and Awards
Number of Shares
Weighted Average
Grant Date Fair Value
Unvested, January 1, 2021
369,217
$
12.61
Granted
289,782
13.31
Vested
(247,690)
11.91
Forfeited
(27,679)
13.62
Unvested, December 31, 2021
383,630
$
13.52
Unrecognized stock-based compensation expense related to restricted stock
 
grants issued through December 31, 2021 was
$
3
 
million and is expected to be recognized over
1.8
 
years.
 
Employee Stock Purchase Plan
The Company has an ESPP whereby employees are eligible for the plan when they have met certain
 
requirements concerning period
of credited service and minimum hours worked. The calculated value of each unit award
 
is estimated at the start of the offering period
using a Black-Scholes option valuation model that used the assumptions noted
 
in the following table:
For the Year Ended December 31,
2021
2020
2019
Assumptions:
Expected volatility
5.99% - 32.00%
22.50%
7.60%
Expected dividends
0.00%
0.00%
0.00%
Expected term (in years)
0.50
0.50
1.00
Risk-free rate
 
0.03% - 0.09%
 
0.17%
2.09%
Note 17:
 
Stock Warrants
The Company had
113,500
 
and
113,500
 
outstanding, fully vested warrants to purchase common stock at a strike price of $
5.00
 
per
share as of December 31, 2021 and 2020, respectively. The
113,500
 
warrants were modified during 2018 to extend the expiration date
from June 30, 2019 to April 26, 2023 in accordance with the Chairman Emeritus Agreement. The strike price continues to be $
5.00
 
per
share.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
120
Note 18:
 
Operating Leases
During 2021, the Bank began occupying office space in Phoenix, Arizona. The Phoenix, Arizona non-cancellable lease has a term of
11
 
years with
two
,
five year
 
options to renew.
 
During 2020, the Bank began occupying office space in Kansas City, Missouri
 
and Frisco, Texas. The Kansas City, non-cancellable
lease has a term of
15 years
 
with
four
,
five-year
 
renewal options. The Bank received a construction allowance of $
1
 
million. The Frisco,
non-cancellable lease has a term of
86 months
 
with
two
,
five-year
 
renewal options. The Bank received a construction allowance of
$
212
 
thousand.
The Company has various, non-cancellable operating leases for
 
office space in its respective markets.
Three
 
operating leases
included tenant improvement allowances. In accordance with ASC 840, the Company is amortizing the benefit
 
through occupancy expense
over the expected life of the lease. Rent expense for the periods presented was as follows:
Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Rent Expense
$
3,500
$
2,871
$
2,526
Future minimum lease payments under operating leases were as follows:
(Dollars in thousands)
2022
$
2,996
2023
3,091
2024
2,794
2025
2,805
2026
2,859
Thereafter
$
15,196
Note 19:
 
Disclosure about Fair Value of Financial Instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability
 
in an orderly transaction between market
participants at the measurement date. Fair value measurements must maximize
 
the use of observable inputs and minimize the use of
unobservable inputs. There is a hierarchy of three levels of inputs that may be used
 
to measure fair value:
Level 1
Quoted prices in active markets for identical assets or liabilities
Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities,
 
quoted prices in
markets that are not active or other inputs that are observable or can be corroborated
 
by observable market data for
substantially the full term of the assets or liabilities.
Level 3
Unobservable inputs supported by little or no market activity and significant to
 
the fair value of the assets or liabilities.
 
Recurring Measurements
The following list presents the assets and liabilities recognized in the accompanying
 
consolidated Balance Sheets measured at fair
value on a recurring basis and the level within the fair value hierarchy in which
 
the fair value measurements fall at December 31, 2021 and
2020:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
121
Fair Value Description
Valuation
 
Hierarchy
Level
Where Fair Value
 
Balance Can Be
Found
Available-for-
sale securities
and equity
security
Where quoted market prices are available in an active market, securities
are classified within Level 1 of the valuation hierarchy. If quoted market
prices are not available, then fair values are estimated by using quoted
prices of securities with similar characteristics or independent asset
pricing services and pricing models, the inputs of which are market-based
or independently sourced market parameters, including, but not limited
to, yield curves, interest rates, volatilities, prepayments, defaults,
cumulative loss projections and cash flows.
Level 2
Note 3: Securities
Derivatives
Fair value of the interest rate swaps is obtained from independent pricing
services based on quoted market prices for similar derivative contracts.
Level 2
Note 7: Derivatives
Nonrecurring Measurements
The following tables present the fair value measurement of assets measured
 
at fair value on a nonrecurring basis and the level
within the fair value hierarchy in which the fair value measurements fall:
December 31, 2021
Fair Value Measurements Using
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Unobservable
Inputs
 
(Level 3)
(Dollars in thousands)
Collateral-dependent impaired loans
$
38,046
$
—
$
—
$
38,046
Foreclosed assets held-for-sale
$
1,148
$
—
$
—
$
1,148
December 31, 2020
Fair Value Measurements Using
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Unobservable
Inputs (Level 3)
(Dollars in thousands)
Collateral-dependent impaired loans
$
55,454
$
—
$
—
$
55,454
Foreclosed assets held-for-sale
$
2,347
$
—
$
—
$
2,347
Following is a description of the valuation methodologies and inputs used for
 
assets measured at fair value on a nonrecurring basis
and recognized in the accompanying consolidated balance sheets, as well as the general
 
classification of such assets pursuant to the
valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy,
 
the process used to develop the reported fair value is
described below.
Collateral-Dependent Impaired Loans, Net of
 
ALLL
The estimated fair value of collateral-dependent impaired loans is based on the
 
appraised fair value of the collateral, less estimated
cost to sell. Collateral dependent impaired loans are classified within Level
 
3 of the fair value hierarchy. The Company considers the
appraisal or evaluation as the starting point for determining fair value
 
and then considers other factors and events in the environment that
may affect the fair value. Appraisals of the collateral underlying collateral dependent loans are obtained when the loan is determined
 
to be
collateral-dependent and subsequently as deemed necessary by the
 
Chief Credit Officer.
 
Appraisals are reviewed for accuracy and consistency by the Chief Credit Officer. Appraisers are selected from
 
the list of approved
appraisers maintained by management. The appraised values are reduced by discounts to
 
consider lack of marketability and estimated cost
to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts
 
and estimates are developed by the
Chief Credit Officer by comparison to historical results.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
122
Foreclosed Assets Held-for-Sale
The fair value of foreclosed assets held-for-sale is based on the appraised fair value of the collateral,
 
less estimated cost to sell.
Unobservable (Level 3) Inputs
The following tables present quantitative information about unobservable
 
inputs used in nonrecurring Level 3 fair value
measurements at December 31, 2021 and 2020:
December 31, 2021
Fair Value
Valuation Techniques
Unobservable
 
Inputs
Range
 
(Weighted Average)
(Dollars in thousands)
Collateral-dependent impaired
loans
$
 
38,046
 
Market comparable properties
Marketability discount
7
% -
100
%
(26%)
Foreclosed assets held-for-sale
$
1,148
 
Market comparable properties
Marketability discount
(10%)
December 31, 2020
Fair Value
Valuation Techniques
Unobservable
 
Inputs
Range
 
(Weighted Average)
(Dollars in thousands)
Collateral-dependent impaired
loans
$
 
55,454
 
Market comparable properties
Marketability discount
1
% -
98
%
(24%)
Foreclosed assets held-for-sale
$
2,347
 
Market comparable properties
Marketability discount
7
% -
10
%
(9%)
See
Note 16: Stock-Based Compensation
 
for quantitative information about unobservable inputs used in the fair value measurement
of stock appreciation rights.
The following tables present the estimated fair values of the Company’s financial
 
instruments at December 31, 2021 and 2020:
December 31, 2021
Carrying
Fair Value Measurements
Amount
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Financial Assets
Cash and cash equivalents
$
482,727
$
482,727
$
—
$
—
$
482,727
Available-for-sale securities
745,969
—
745,969
—
 
745,969
Loans, net of allowance for loan losses
4,197,838
—
—
4,178,268
4,178,268
Restricted equity securities
11,927
—
—
11,927
 
11,927
Interest receivable
16,023
—
16,023
—
16,023
Equity securities
2,642
—
2,209
433
 
2,642
Derivative assets
11,308
—
11,308
—
11,308
$
5,468,434
$
482,727
$
775,509
$
4,190,628
$
5,448,864
Financial Liabilities
Deposits
$
4,683,597
$
1,163,224
$
—
$
3,482,218
$
4,645,442
Federal Home Loan Bank advances
236,600
—
241,981
—
241,981
Other borrowings
1,009
—
2,318
—
2,318
Interest payable
1,336
—
1,336
—
1,336
Derivative liabilities
11,887
—
11,887
—
11,887
$
4,934,429
$
1,163,224
$
257,522
$
3,482,218
$
4,902,964
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
123
December 31, 2020
Carrying
Fair Value Measurements
Amount
Level 1
Level 2
Level 3
Total
(Dollars in thousands)
Financial Assets
Cash and cash equivalents
$
408,810
$
408,810
$
—
$
—
$
408,810
Available-for-sale securities
654,588
—
654,588
—
654,588
Loans, net of allowance for loan losses
4,366,602
—
—
4,351,970
4,351,970
Restricted equity securities
15,543
—
—
15,543
15,543
Interest receivable
17,236
—
17,236
—
17,236
Equity securities
13,436
—
2,247
11,189
13,436
Derivative assets
24,094
—
24,094
—
24,094
$
5,500,309
$
408,810
$
698,165
$
4,378,702
$
5,485,677
Financial Liabilities
Deposits
$
4,694,740
$
718,459
$
—
$
4,015,792
$
4,734,251
Federal funds purchased and repurchase
agreements
2,306
—
2,306
—
2,306
Federal Home Loan Bank advances
293,100
 
—
309,020
—
309,020
Other borrowings
963
—
2,024
—
2,024
Interest payable
2,163
 
—
2,163
—
2,163
Derivative liabilities
24,454
—
24,454
—
24,454
$
5,017,726
$
718,459
$
339,967
$
4,015,792
$
5,074,218
Note 20:
 
Significant Estimates and Concentrations
GAAP requires disclosure of certain significant estimates and current vulnerabilities due to certain concentrations.
 
Estimates related
to the allowance for loan losses are reflected in
Note 4: Loans and Allowance for Loan Losses
. Current vulnerabilities due to certain
concentrations of credit risk are discussed in
Note 21: Commitments and Credit Risk
. Credit risk related to derivatives is reflected in the
Note 7: Derivatives and Hedging Activities
. Estimates related to equity awards are reflected in
Note 16: Stock-Based Compensation
. Other
significant estimates and concentrations not discussed in those footnotes
 
include:
Investments
The Company invests in various investment securities. Investment securities are
 
exposed to various risks such as interest rate,
market and credit risk. Due to the level of risk associated with certain investment
 
securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and that such change
 
could materially affect the amounts reported in the
accompanying consolidated balance sheets.
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary
 
course of business. It is the opinion of
management that the disposition or ultimate resolution of such claims and
 
lawsuits will not have a material adverse effect on the
consolidated financial position, results of operations and cash flows of
 
the Company.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
124
Note 21:
 
Commitments and Credit Risk
The Company had the following commitments at December 31,
 
2021 and 2020:
December 31, 2021
December 31, 2020
(Dollars in thousands)
Commitments to originate loans
$
118,651
$
99,596
Standby letters of credit
51,114
48,607
Lines of credit
1,768,231
1,423,038
Future lease commitments
11,100
—
Commitment related to investment fund
2,067
—
Total
$
1,951,163
$
1,571,241
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long
 
as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration dates or other
 
termination clauses and may require payment of a fee. Since a
portion of the commitments may expire without being drawn upon, the total
 
commitment amounts do not necessarily represent future cash
requirements. Each customer’s creditworthiness is evaluated on
 
a case by case basis. The amount of collateral obtained, if deemed
necessary, is based on management’s credit evaluation of the counterparty.
 
Collateral held varies, but may include accounts receivable,
inventory, property, plant and equipment, commercial real estate and
 
residential and multifamily real estate.
Standby Letters of Credit
Standby letters of credit are irrevocable conditional commitments issued by
 
the Company to guarantee the performance of a
customer to a third-party. Financial standby letters of credit are primarily
 
issued to support public and private borrowing arrangements,
including commercial paper, bond financing and similar transactions. Performance
 
standby letters of credit are issued to guarantee
performance of certain customers under nonfinancial contractual obligations. The
 
credit risk involved in issuing standby letters of credit is
essentially the same as that involved in extending loans to customers. Fees for letters of
 
credit are initially recorded by the Company as
deferred
 
revenue and are included in earnings at the termination of the respective agreements.
 
Should the Company be obligated to perform under the standby letters of
 
credit, the Company may seek recourse from the customer
for reimbursement of amounts paid.
Lines of Credit
Lines of credit are agreements to lend to a customer as long as there is no violation of
 
any condition established in the contract.
Lines of credit generally have fixed expiration dates. Since a portion
 
of the line may expire without being drawn upon, the total unused
lines do not necessarily represent future cash requirements. Each customer’s
 
creditworthiness is evaluated on a case by case basis. The
amount of collateral obtained, if deemed necessary, is based on management’s
 
credit evaluation of the counterparty.
Collateral held varies but may include accounts receivable, inventory, property,
 
plant and equipment, commercial real estate and
residential real estate. Management uses the same credit policies in granting
 
lines of credit as it does for on-balance sheet instruments.
Commitments related to Investment Fund
 
The Company entered into a subscription agreement with a third party to
 
invest up to $
2.5
 
million in an investment fund designed to
help accelerate technology adoption at community banks.
 
Lease Commitments
 
The Company entered into a lease agreement with a third party for office space
 
located in Dallas, Texas. The triple-net lease is
expected to commence in the second quarter of 2022. The initial lease term is
20
 
years with
two
,
five year
 
renewal options.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
125
Note 22:
 
Stock Offerings and Repurchases
On October 18, 2021, the Company announced that its Board of Directors adopted
 
a new stock repurchase program. Under the
repurchase program, the Company may repurchase up to $
30
 
million of the Company’s common stock. As of December 31, 2021, the
Company had repurchased $
8
 
million, representing
566,164
 
common shares.
In October 2020, the Company announced a $
20
 
million program to repurchase the Company’s common stock. The repurchased
shares are held in the treasury stock account until sold or retired and will be accounted
 
for on a first-in first-out method. On June 30, 2021,
the Company completed its share repurchase program under which the Company
 
purchased $
20
 
million of its common stock.
The Company completed its IPO on August 19, 2019 in which it issued and sold
6,594,362
 
common shares including
844,362
shares pursuant to the underwriters’ partial exercise of their over-allotment option. The common shares were sold at an initial public
offering price of $
14.50
 
per share. After deducting the underwriting discounts and offering expenses, the Company received total net
proceeds of $
87
 
million.
The Company redeemed all,
1,200,000
, of its
7.00
% Series A
 
Non-Cumulative Perpetual Preferred Stock (the “Series A Preferred
Shares”) on January 30, 2019 (the “Redemption Date”). On the Redemption
 
Date, we redeemed each outstanding Series A Preferred Share
at a redemption price of $
25.00
 
per share. From and after the Redemption Date, all of the Series A Preferred Shares ceased to be
outstanding, all dividends with respect to the Series A Preferred Shares ceased to accrue and all rights with respect to the Series A Preferred
Shares ceased and terminated, except the rights of holders to receive the
 
redemption price per share of the Series A Preferred Shares. The
impact of the redemption was a reduction of approximately $
30
 
million in cash and cash equivalents and stockholders’ equity. The
redemption did not impact the income statement.
The Company has various stock-based awards that are converted into
 
common stock upon vest or exercise.
 
Additional information related to stock-based awards can be found
 
in
Note 16: Stock-Based Compensation
 
and information related
to warrants can be found in
Note 17: Stock Warrants
.
 
 
Note 23:
 
Parent Company Condensed Financial Statements
The following are the condensed financial statements of CrossFirst Bankshares,
 
Inc. (Parent only) for the periods indicated:
Condensed Balance Sheets
Year Ended December 31,
2021
2020
(Dollars in thousands)
Assets
Investment in consolidated subsidiaries
 
Banks
$
646,027
$
580,162
Equity method investments
433
—
Cash
23,368
46,676
Other assets
1,596
1,756
Total assets
$
671,424
$
628,594
Liabilities and stockholders' equity
Trust preferred securities, net
$
1,009
$
963
Other liabilities
2,842
3,203
Total liabilities
3,851
4,166
Stockholders' equity
Common stock
526
523
Treasury stock at cost
(28,347)
(6,061)
Additional paid-in capital
526,806
522,911
Retained earnings
147,099
77,652
Accumulated other comprehensive income
21,489
29,403
Total stockholders' equity
667,573
624,428
Total liabilities and stockholders' equity
$
671,424
$
628,594
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
126
Condensed Statements of Income
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Income
Earnings of consolidated subsidiaries
$
71,528
$
13,682
$
28,814
Management fees charged to subsidiaries
8,520
8,520
7,500
Other
2
(18)
(4)
Total income
80,050
22,184
36,310
Expense
Salaries and employee benefits
6,111
5,143
4,584
Occupancy, net
403
405
275
Other
4,718
4,220
3,044
Total expense
11,232
9,768
7,903
Income tax benefit
(595)
(185)
(66)
Net income
$
69,413
$
12,601
$
28,473
Condensed Statements of Cash Flows
For the Year Ended December 31,
2021
2020
2019
(Dollars in thousands)
Operating Activities
Net income
$
69,413
$
12,601
$
28,473
Items not requiring (providing) cash
Earnings of consolidated subsidiaries
(71,528)
(13,682)
(28,814)
Share-based incentive compensation
2,332
1,917
1,974
Other adjustments
(155)
(412)
5,343
Net cash provided by operating activities
62
424
6,976
Investing Activities
Decrease (increase) in investment in subsidiaries
—
870
(49,825)
Increase in equity investments
(433)
—
—
Net cash provided by (used in) investing activities
(433)
870
(49,825)
Financing Activities
Redemption of preferred stock
—
—
(30,000)
Dividends paid on preferred stock
—
—
(700)
Issuance of common stock, net
3
3
88,324
Common stock purchased and retired
—
—
(155)
Open market common share repurchases
(22,286)
(6,061)
—
Acquisition of common stock for tax withholding obligations
(860)
(1,236)
(245)
Proceeds from employee stock purchase plan
172
151
547
Net decrease in employee receivables
34
47
117
Net cash provided by (used in) financing activities
(22,937)
(7,096)
57,888
Increase (decrease) in cash
(23,308)
(5,802)
15,039
Cash at beginning of year
46,676
52,478
37,439
Cash at end of year
$
23,368
$
46,676
$
52,478
Note 24.
 
Subsequent Events
Subsequent events have been evaluated through February 28, 2022,
 
which is the date the consolidated financial statements were
available to be issued.
 
For the period ended February 28, 2022, the Company purchased
470,438
 
common shares at an average price of $
15.84
 
per share
under the Company’s share repurchase program.
 
 
127
 
Item 9.
 
Changes in and Disagreements with
 
Accountants on Accounting
 
and Financial
Disclosure
None.
 
 
Item 9A.
 
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive
 
Officer and Chief Financial Officer, has
evaluated the effectiveness of the Company’s disclosure controls and procedures,
 
as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act, as of December 31, 2021. Based on that evaluation, the Company’s Chief Executive Officer and Chief
 
Financial Officer
concluded that the Company’s disclosure controls and procedures were effective
 
in recording, processing, summarizing and reporting, on a
timely basis, information required to be disclosed by the Company
 
in the reports that we file or submit under the Exchange Act as of
December 31, 2021.
Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining
 
adequate internal control over financial reporting
as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our systems of internal controls are designed under
 
the
supervision and with the participation of management, including
 
our Chief Executive Officer and Chief Financial Officer to provide
reasonable assurance regarding the reliability of financial reporting
 
and the preparation of our financial statements for external purposes in
accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting
 
may not prevent or detect all misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject
 
to the risk that controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies or
 
procedures may deteriorate. In addition, given the Company’s
size, operations and footprint, lapses or deficiencies in internal controls
 
may occur from time to time.
Management assessed our internal control over financial reporting as of
 
December 31, 2021. This assessment was based on criteria
established in the 2013 Internal Control - Integrated Framework issued
 
by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). Based on this assessment, we have concluded
 
that, as of December 31, 2021, our internal control over financial
reporting was effective.
Our internal controls over financial reporting continues to be updated
 
as necessary to accommodate modifications to our business
processes and accounting procedures. There has been no change in our internal
 
control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter of the fiscal year for which this Annual Report on
Form 10-K is filed that has materially affected, or is reasonably likely to materially
 
affect, our internal control over financial reporting.
 
Item 9B.
 
Other Information
None.
 
 
Item 9C.
 
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
 
 
Part III
Item 10.
 
Directors, Executive Officers and Corporate Governance
The information required by this item regarding our directors is incorporated
 
by reference to the information to be set forth under
the captions “Proposal 1. - Election of Directors,” “Information Regarding
 
the Board and Director Nominees,” and “Corporate
Governance” in our proxy statement for our 2022 annual meeting of
 
stockholders (the “2022 Proxy Statement”). The information required
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
128
by this item regarding our executive officers is incorporated by reference
 
to Part I of this Annual Report on Form 10-K under the caption
“Information About our Executive Officers.”
We have adopted the CrossFirst Code of Business Conduct and Ethics (the “Code of
 
Conduct”), which applies to all of our
directors, officers and employees. The Code of Conduct is publicly available on our website at
https://investors.crossfirstbankshares.com/governance/code
 
-of-ethics. If we make any material amendment to our Code of Conduct, or if
we grant any waiver from a provision of the Code of Conduct that applies to our principal executive
 
officer, principal financial officer,
principal accounting officer or controller, we will disclose the nature of the
 
amendment or waiver on our website at the same location.
Also, we may elect to disclose the amendment or waiver in a current report on
 
Form 8-K filed with the SEC.
 
 
Item 11.
 
Executive Compensation
The information required by this item regarding compensation
 
of executive officers and directors is incorporated by reference to the
information to be set forth under the captions “Director Compensation,”
 
“Executive Compensation,” and “Corporate Governance—
Compensation Committee Interlocks and Insider Participation” in the 202
 
2
 
Proxy Statement and
Note 16: Stock-Based Compensation
within the Notes to the Consolidated Financial Statements.
 
 
Item 12.
 
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The information required by this item, other than the equity compensation
 
plan information presented below, is incorporated by
reference to the information to be set forth under the caption “Stock Ownership—Beneficial
 
Ownership of Company Common Stock” in
the 2022 Proxy Statement and
Note 16: Stock-Based Compensation
 
within the Notes to the Consolidated Financial Statements.
Securities Authorized for Issuance
 
under Equity Compensation Plans
Set forth below is information as of December 31, 2021 regarding
 
equity compensation plans:
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted average exercise
price of outstanding
options, warrants and
rights
Number of securities
remaining available for
future issuance under
equity compensation plans
Equity compensation plans
 
 
approved by shareholders
—
—
831,465
(A)
Equity compensation plans not
 
 
approved by shareholders
1,703,175
(B)
$
10.75
(C)
1,775,245
(D)
Total
1,703,175
$
10.75
2,606,710
(A)
Represents the number of securities remaining available under the Employee Stock Purchase Plan.
(B)
Includes 100,000 shares issuable upon exercise of stock appreciation rights granted under the Chairman Emeritus Agreement, 113,500 shares issuable
upon exercise of warrants, and 1,373,076 shares issuable upon exercise of stock appreciation rights granted under the 2018 Equity Incentive Plan.
(C)
Represents the weighted average exercise price of outstanding stock appreciation rights and warrants. Includes the weighted average exercise price of
$28.50 for stock appreciation rights granted under the Chairman Emeritus Agreement, $5.00 for shares issuable upon exercise of warrants and $9.94
for stock appreciation rights granted under the 2018 Equity Incentive Plan.
(D)
Available shares can be granted in the form of stock appreciation rights, options, restricted stock or performance awards. The number of securities
remaining available under the 2018 Equity Incentive Plan was 1,775,245.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
129
Item 13.
 
Certain Relationships and Related Transactions and Director
 
Independence
The information required by this item is incorporated by reference to
 
the information to be set forth under the captions “Policies and
Procedures Regarding Related Person Transactions” and “Corporate Governance
 
-Information Concerning Nominees for Election as
Directors-Director Independence” in the 2022
 
Proxy Statement.
 
 
Item 14.
 
Principal Accountant
 
Fees and Services
The information required by this item is incorporated by reference to
 
the information to be set forth under the caption “Independent
Registered Public Accounting Firm Fees” in the 2022
 
Proxy Statement.
 
In addition, on December 2, 2021, the SEC adopted final amendments to its rules to
 
implement the requirements of the Holding
Foreign Companies Accountable Act of 2020. The following additional information is based on the new requirements:
Auditor(s) who provided opinion(s) related to financial statements in the annual
 
report:
 
BKD, LLP
Location from where the auditor’s report was issued:
Kansas City, Missouri
The Public Company Accounting Oversight Board ID Number(s) of the audit firm(s) or branch(es) that provided the opinion:
 
686
 
Part IV
Item 15.
 
Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
The following financial statements of CrossFirst Bankshares, Inc. and its subsidiaries, and
 
the auditor’s report thereon are filed as
part of this report under Item 8. Financial Statements and Supplementary
 
Data:
Page Number
69
70
71
72
73
74
76
(a) (2) Financial Statement Schedules:
All financial statement schedules for CrossFirst Bankshares, Inc. and its subsidiaries
 
have been included in this Form 10-K in the
consolidated financial statements or the related footnotes, or they are
 
either inapplicable or not required.
 
 
 
 
 
 
 
 
130
(a) (3) Exhibits
 
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Exhibit
Filing
Date/Period End
Date
3.1
S-1
3.1
July 18, 2019
3.2
S-1
3.2
July 18, 2019
3.3
S-1
3.3
July 18, 2019
4.1
S-1
4.1
July 18, 2019
4.2
S-1/A
4.2
July 29, 2019
4.3
10-K
4.3
March 10, 2020
10.1
S-1
10.1
July 18, 2019
10.1.1
S-1
10.2
July 18, 2019
10.1.2
S-1
10.3
July 18, 2019
10.2
S-1
10.4
July 18, 2019
10.2.1
S-1
10.5
July 18, 2019
10.2.2
8-K
10.1
March 15, 2021
10.3
10-Q
10.1
August 12, 2020
10.4
10-Q
10.1
November 2, 2021
10.5
S-1
10.8
July 18, 2019
10.5.1
S-1
10.9
July 18, 2019
10.6
S-1
10.10
July 18, 2019
10.6.1
S-1
10.11
July 18, 2019
10.7
10-K
10.6
March 10, 2020
10.8
10-K
10.7
March 10, 2020
10.9
S-1
10.13
July 18, 2019
10.10
S-1
10.14
July 18, 2019
10.11
S-1
10.15
July 18, 2019
10.12
S-1
10.16
July 18, 2019
10.13
S-1
10.17
July 18, 2019
10.14
S-1
10.18
July 18, 2019
10.15
S-1
10.19
July 18, 2019
10.16
S-1
10.20
July 18, 2019
10.17
S-1
10.21
July 18, 2019
10.18*
10.19
S-1
10.23
July 18, 2019
10.20
S-1
10.24
July 18, 2019
10.21
S-1
10.25
July 18, 2019
10.22
S-1
10.26
July 18, 2019
10.23
S-1
10.27
July 18, 2019
10.24
10-Q
10.1
May 14, 2020
10.25
10-Q
10.2
August 12, 2020
10.26
10-Q
10.3
August 12, 2020
10.27
S-8
99.1
July 2, 2020
10.28
10-Q
10.1
May 6, 2021
10.29
S-8
99.1
October 26, 2021
21.1*
23.1*
31.1*
 
 
 
 
 
 
131
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Exhibit
Filing
Date/Period End
Date
31.2*
Oxley Act of 2002
32.1**
101.INS*
XBRL Instance Document - the instance document does not appear in the
Interactive Data File because its XBRL tags are embedded within the Inline
XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema
101.CAL*
Inline XBRL Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
104*
Cover Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 101)
* Filed Herewith
**Furnished Herewith
† Indicates a management contract or compensatory plan
Item 16.
 
Form 10-K Summary
Not applicable.
 
 
 
132
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
CrossFirst Bankshares Inc.
February 28, 2022
/s/ Benjamin R. Clouse
 
Benjamin R. Clouse
 
Chief Financial Officer
 
(Principal Financial Officer and
Principal Accounting Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
133
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
 
on
behalf of the Registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ Rod Brenneman
 
Director (Chairman)
February 28, 2022
Rod Brenneman
/s/ Michael J. Maddox
Director, President and Chief Executive Officer (Principal Executive Officer)
February 28, 2022
Michael J.
 
Maddox
/s/ Benjamin R. Clouse
Chief Financial Officer (Principal Financial and Accounting Officer)
February 28, 2022
Benjamin R. Clouse
/s/ David L. O’Toole
 
Director
February 28, 2022
David O’Toole
/s/ George Bruce
Director
February 28, 2022
George Bruce
/s/ Steven W. Caple
Director
February 28, 2022
Steven W. Caple
/s/ Ron Geist
Director
February 28, 2022
Ron Geist
/s/ Jennifer Grigsby
Director
February 28, 2022
Jennifer Grigsby
/s/ George E. Hansen III
Director
February 28, 2022
George E. Hansen III
/s/ Lance Humphreys
Director
February 28, 2022
Lance Humphreys
/s/ Mason King
Director
February 28, 2022
Mason King
/s/ James Kuykendall
Director
February 28, 2022
James Kuykendall
/s/ Kevin Rauckman
Director
February 28, 2022
Kevin Rauckman
/s/ Michael Robinson
Director
February 28, 2022
Michael Robinson
/s/ Grey Stogner
Director
February 28, 2022
Grey Stogner
/s/ Stephen K. Swinson
Director
February 28, 2022
Stephen K. Swinson
q42021ex211
Exhibit 21.1 List of Subsidiaries
CrossFirst Bankshares, Inc.
 
CrossFirst Bank
CrossFirst Investments, Inc.
CFBSA I, LLC
CFBSA II, LLC
q42021ex231
https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-q42021ex231p1i0.jpg https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-q42021ex231p1i2.jpg https://cdn.kscope.io/8e5a837b2398422308bfadfe65271c2d-q42021ex231p1i1.jpg
Consent of Independent Registered Public Accounting
 
Firm
To the Shareholders, Board of Directors and Audit Committee
CrossFirst Bankshares, Inc.
Leawood, Kansas
We consent to the incorporation by reference in the registration statements (Nos. 333-233744, 333-
239636 and 333-260504) on Form S-8 of CrossFirst Bankshares, Inc. of our
 
report dated February 28,
2022, with respect to the consolidated balance sheets of CrossFirst
 
Bankshares, Inc. as of December 31,
2021 and 2020, and the related consolidated statements of income, comprehensive
 
income, stockholders’
equity and cash flows for the years ended December 31, 2021, 2020 and
 
2019, and the related notes,
which appears in the December 31, 2021, Annual
 
Report on Form 10-K of CrossFirst Bankshares,
 
Inc.
Kansas City, Missouri
February 28, 2022
q42021ex311
 
Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
 
as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael J. Maddox, certify that:
1.
I have reviewed this annual report on Form 10-K of CrossFirst Bankshares, Inc.;
2.
Based on
 
my knowledge,
 
this report
 
does not
 
contain any
 
untrue statement
 
of a
 
material fact
 
or omit
 
to state
 
a material
 
fact
necessary to make the statements made, in light of the
 
circumstances under which such statements were made, not
 
misleading
with respect to the period covered by this report;
3.
Based on my
 
knowledge, the financial
 
statements, and other
 
financial information included
 
in this report,
 
fairly present in
 
all
material
 
respects
 
the
 
financial
 
condition,
 
results
 
of
 
operations
 
and
 
cash
 
flows
 
of
 
the
 
registrant
 
as
 
of,
 
and
 
for,
 
the
 
periods
presented in this report;
4.
The
 
registrant’s
 
other
 
certifying
 
officer
 
and
 
I
 
are
 
responsible
 
for
 
establishing
 
and
 
maintaining
 
disclosure
 
controls
 
and
procedures (as defined
 
in Exchange Act
 
Rules 13a-15(e) and
 
15d-15(e))
and internal control
 
over financial reporting
 
(as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure
 
controls and procedures to be designed
under our supervision, to ensure that material information relating to the
 
registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
 
during the period in which this report
is being prepared;
(b)
Designed such internal control over financial reporting, or caused such
 
internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding
 
the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
 
generally accepted accounting
principles;
(c)
Evaluated the effectiveness of the registrant’s
 
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
 
procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s
 
internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter
 
(the registrant’s fourth fiscal quarter in the
 
case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
 
the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying
 
officer and I have disclosed, based on our most recent evaluation
 
of internal control over
financial reporting, to the registrant’s auditors
 
and the audit committee of the registrant’s
 
board of directors (or persons
performing the equivalent functions):
 
(a)
All significant deficiencies and material weaknesses in the design or operation of
 
internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s
 
ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other
 
employees who have a significant role in the
registrant’s internal control
 
over financial reporting.
Date:
 
February 28, 2022
/s/ Michael J. Maddox
Michael J. Maddox
Chief Executive Officer
(Principal Executive Officer)
 
q42021ex312
 
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
 
as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I
, Benjamin R. Clouse, certify that:
1.
I have reviewed this annual report on Form 10-K of CrossFirst Bankshares, Inc.;
2.
Based on
 
my knowledge,
 
this report
 
does not
 
contain any
 
untrue statement
 
of a
 
material fact
 
or omit
 
to state
 
a material
 
fact
necessary to make the statements made, in light of the
 
circumstances under which such statements were made, not
 
misleading
with respect to the period covered by this report;
3.
Based on my
 
knowledge, the financial
 
statements, and other
 
financial information included
 
in this report,
 
fairly present in
 
all
material
 
respects
 
the
 
financial
 
condition,
 
results
 
of
 
operations
 
and
 
cash
 
flows
 
of
 
the
 
registrant
 
as
 
of,
 
and
 
for,
 
the
 
periods
presented in this report;
4.
The
 
registrant’s
 
other
 
certifying
 
officer
 
and
 
I
 
are
 
responsible
 
for
 
establishing
 
and
 
maintaining
 
disclosure
 
controls
 
and
procedures (as defined
 
in Exchange Act
 
Rules 13a-15(e) and
 
15d-15(e))
and internal control
 
over financial reporting
 
(as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls
 
and procedures to be designed
under our supervision, to ensure that material information relating to the
 
registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
 
during the period in which this report
is being prepared;
(b)
Designed such internal control over financial reporting, or caused such
 
internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding
 
the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
 
generally accepted accounting
principles;
(c)
Evaluated the effectiveness of the registrant’s
 
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
 
procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s
 
internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter
 
(the registrant’s fourth fiscal quarter in the
 
case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
 
the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying
 
officer and I have disclosed, based on our most recent evaluation
 
of internal control over
financial reporting, to the registrant’s auditors
 
and the audit committee of the registrant’s
 
board of directors (or persons
performing the equivalent functions):
 
(a)
All significant deficiencies and material weaknesses in the design or operation of
 
internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s
 
ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or
 
other employees who have a significant role in the
registrant’s internal control
 
over financial reporting.
Date:
 
February 28, 2022
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer
(Principal Financial Officer)
q42021ex321
 
 
CERTIFICATION OF PRINCIPAL
 
EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
UNDER 18 U.S.C. § 1350 FURNISHED PURSUANT TO SECURITIES EXCHANGE
 
ACT RULE 13a-14(b)
In connection with the Annual Report on Form 10-K of CrossFirst Bankshares,
 
Inc. (the “Company”) for the year ended December 31,
2021, as filed with the Securities and Exchange Commission on the date hereof
 
(the “Report”), each of the undersigned, in his
respective capacities indicated below,
 
hereby certifies, pursuant to 18 U.S.C. § 1350, as enacted by Section 906 of
 
the Sarbanes-Oxley
Act of 2002, that, to his knowledge and belief,
1.
The Report fully complies with the
 
requirements of section 13(a) or 15(d)
 
of the Securities Exchange Act of
 
1934, as amended;
and
2.
The information contained in
 
the Report fairly presents,
 
in all material
 
respects, the financial condition and
 
results of operations
of the Company.
Date:
 
February 28, 2022
/s/ Michael J. Maddox
Michael J. Maddox
Chief Executive Officer
Date:
 
February 28, 2022
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer
q42021ex1018
 
 
 
1
CROSSFIRST BANKSHARES, INC.
2018 OMNIBUS EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD
 
AGREEMENT
Date of Grant:
 
________________________________
Number of Performance Shares Granted:
 
________________________________
 
This Performance Share
 
Award Agreement (this "Performance Share Award Agreement"),
is entered into on ___________________________, by and between CrossFirst Bankshares, Inc.,
a Kansas Corporation (the "Company") and _________________ (the "Grantee").
RECITALS:
A.
 
Effective October 25, 2018, the Company
 
adopted the CrossFirst Bankshares, Inc.
2018 Omnibus Equity Incentive
 
Plan (the "Plan") pursuant to
 
which the Company may, from time
to time, grant Performance Shares to eligible Service Providers of the
 
Company and its Affiliates.
 
B.
 
The Grantee is
 
a Service Provider
 
of the Company
 
or one of
 
its Affiliates
 
and the
Company desires to grant to the Grantee Performance Shares relating
 
to the Company's Shares on
the terms and conditions reflected in this Performance Share Award Agreement
 
and the Plan.
AGREEMENT:
 
In
 
consideration
 
of
 
the
 
mutual
 
covenants
 
contained
 
herein
 
and
 
other
 
good
 
and
 
valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
Section 1.
 
Incorporation
 
of
 
the
 
Plan.
 
All
 
provisions
 
of
 
this
 
Performance
 
Share
Award
 
Agreement
 
and
 
the
 
rights
 
of
 
the
 
Grantee
 
hereunder
 
are
 
subject
 
in
 
all
 
respects
 
to
 
the
provisions of the Plan, the terms of which are incorporated herein by reference, and
 
the powers of
the
 
Committee
 
therein
 
provided.
 
Capitalized
 
terms
 
used
 
in
 
this
 
Performance
 
Share
 
Award
Agreement but not defined herein have the meanings set forth in Plan.
Section 2.
 
Grant of Performance Shares.
 
As of the Date of
 
Grant identified above,
the
 
Company
 
hereby
 
grants
 
to
 
the
 
Grantee
 
and
 
credits
 
to
 
a
 
separate
 
account
 
maintained
 
on
 
the
books of the Company ("Account") that number of Performance Shares identified above opposite
the heading
 
"Number of
 
Performance Shares
 
Granted" (the
 
"Performance Shares").
 
On any
 
date
each Performance
 
Share shall
 
represent a
 
right to
 
receive a
 
percentage (which
 
may be
 
less than
100%, 100%, or more than 100%) of a
 
Share, if the applicable terms and conditions
 
are satisfied.
 
The Grantee's interest in the Account
 
shall make the Grantee only a general,
 
unsecured creditor of
the Company.
 
Unless otherwise provided
 
for in the
 
Plan, the Performance
 
Shares may not
 
be sold,
transferred,
 
gifted,
 
bequeathed,
 
pledged,
 
assigned,
 
or
 
otherwise
 
alienated
 
or
 
hypothecated,
voluntarily or
 
involuntarily.
 
The rights
 
of the
 
Grantee with
 
respect to
 
the Performance
 
Shares shall
 
2
remain forfeitable at all times prior to the date on which such rights are vested (the date on which
the Grantee's rights with respect to the Performance Shares become nonforfeitable is the "Vesting
Date").
Section 3.
 
Vesting and Settlement of
 
Performance Shares.
 
The Performance
 
Shares
may
 
be
 
settled
 
by
 
delivering
 
to
 
the
 
Grantee
 
or
 
his
 
or
 
he
r
 
B
eneficiary,
 
as
 
applicable,
 
either,
 
as
determined by the Company in
 
its sole discretion, (a) an amount
 
of cash equal to the
 
Fair Market
Value
 
of
 
a
 
Share
 
as
 
of
 
the
 
Vesting
 
Date
 
multiplied
 
by
 
the
 
number
 
of
 
Performance
 
Shares
 
that
become
 
vested
 
on
 
the
 
Vesting
 
Date,
 
or
 
(b)
 
a
 
number
 
of
 
Shares
 
equal
 
to
 
the
 
whole
 
number
 
of
Performance Shares
 
that become
 
vested on
 
the Vesting
 
Date.
 
The date
 
on which
 
the Company
pays cash or issues Shares
 
to the Grantee in connection
 
with vesting of a Performance
 
Share is the
settlement date.
Except as specifically provided
 
elsewhere under the Plan,
 
the restrictions on Performance
 
Shares
subject to this
 
Performance Share Award
 
Agreement will
 
lapse and the
 
Performance Shares
 
will
become vested in accordance with the following performance vesting terms and conditions:
[Insert Applicable Vesting
 
Terms]
Notwithstanding
 
the
 
foregoing,
 
(a)
 
the
 
Committee
 
may,
 
in
 
its
 
sole
 
discretion,
 
accelerate
 
the
Vesting
 
Date for
 
any or
 
all of
 
the Performance Shares,
 
if in
 
its judgment
 
the performance of
 
the
Grantee
 
has
 
warranted
 
such
 
acceleration
 
and/or
 
such
 
acceleration
 
is
 
in
 
the
 
best
 
interests
 
of
 
the
Company,
 
provided
 
that,
 
except
 
with
 
respect
 
to
 
Performance
 
Shares
 
granted
 
to
 
a
 
nonemployee
Director, the Vesting
 
Date may be not accelerated with respect to Performance Shares held by the
Grantee
 
for
 
less
 
than
 
a
 
year
 
from
 
the
 
Date
 
of
 
Grant;
 
(b)
 
if
 
the
 
Grantee's
 
position
 
as
 
a
 
Service
Provider with the Company or
 
any of its Affiliates
 
is terminated by reason
 
of the Grantee's death
or Disability, the Vesting
 
Date for all of the Performance
 
Shares automatically will be accelerated
to the
 
date of
 
the Grantee's
 
termination as
 
a Service
 
Provider and
 
such Performance
 
Shares will
vest at the
 
Target
 
level of performance
 
identified above; and
 
(c) if the
 
Grantee resigns his
 
or her
position as a Service Provider with the Company or any of its Affiliates due to "Retirement" after
the
 
first
 
anniversary
 
of
 
the
 
Date
 
of
 
Grant,
 
the
 
Grantee
 
will
 
not
 
forfeit
 
any
 
of
 
the
 
Performance
Shares and instead shall vest, on the Vesting Date, in a pro rata portion of the Performance Shares
to
 
which
 
the
 
Grantee
 
would
 
have
 
been
 
entitled
 
had
 
the
 
Grantee
 
not
 
resigned
 
on
 
account
 
of
Retirement.
 
For purposes of
 
this Performance Share
 
Award Agreement, the pro rata portion
 
of the
Performance
 
Shares
 
to
 
which
 
the
 
Grantee
 
is
 
entitled
 
to
 
if
 
the
 
Grantee
 
retires
 
during
 
the
Performance Period
 
after the
 
first anniversary
 
of the
 
Grant Date
 
shall be
 
determined by
 
multiplying
the number
 
of Performance
 
Shares
 
that
 
would have
 
vested
 
had
 
the
 
Grantee
 
remained a
 
Service
Provider for
 
the entire
 
Performance Period
 
by a
 
fraction, the
 
numerator of
 
which is
 
the total
 
number
of
 
days
 
during
 
the
 
Performance
 
Period
 
for
 
which
 
the
 
Grantee
 
was
 
a
 
Service
 
Provider
 
and
 
the
denominator of
 
which is
 
the total
 
number of
 
days in
 
the Performance
 
Period.
 
Furthermore, for
purposes
 
of
 
this
 
Performance
 
Share
 
Award
 
Agreement,
 
"Retirement"
 
means
 
the
 
Grantee
voluntarily
 
resigning
 
his
 
or
 
her
 
position
 
as
 
a
 
Service
 
Provider
 
after
 
(i)
 
attaining
 
age
 
55,
 
(ii)
providing 10
 
years of
 
service to
 
the Company
 
or its
 
Affiliates (for
 
purposes of
 
this Performance
 
 
 
3
Share Award
 
Agreement,
 
a
 
"year of
 
service"
 
is
 
a
 
consecutive 365
 
day
 
period
 
during
 
which
 
the
Grantee served as a Service Provider),
 
and (iii) six months have elapsed from
 
the date the Grantee
provided the General Counsel and Corporate Secretary of the Company, or his or her designee(s),
with advance written notice of the Grantee's intent to resign due to Retirement.
Payment of the cash and/or Shares following the Vesting
 
Date shall be made by the Company to
the Grantee within the 60 day period following the Vesting
 
Date.
Section 4.
 
Cancellation of
 
Performance Shares.
 
Unless otherwise
 
provided in
 
this
Section 4 or in the Plan, if, prior to the
 
Vesting
 
Date, the Grantee's position as a Service Provider
to the Company
 
or any of
 
its Affiliates is
 
terminated for any
 
reason (other than
 
the Grantee's death,
Disability,
 
or Retirement) or
 
no reason,
 
the Grantee
 
shall thereupon
 
immediately forfeit
 
any and
all unvested Performance Shares,
 
all such unvested Performance
 
Shares shall be cancelled and
 
the
Grantee
 
shall
 
have
 
no
 
further
 
rights
 
under
 
this
 
Performance
 
Share
 
Award
 
Agreement.
 
For
purposes of
 
this Performance
 
Share Award
 
Agreement, the
 
transfer of
 
employment between
 
the
Company and any of its Affiliates (or between
 
Affiliates) shall not constitute a termination
 
of the
Grantee's position as a Service Provider.
 
Section 5.
 
Dividends and
 
Voting.
 
Prior to
 
a Performance
 
Share's Vesting
 
Date, the
Grantee shall be
 
entitled to receive
 
Dividend Equivalent payments
 
for any dividends
 
paid by the
Company on Shares, whether payable in Stock, in cash or in
 
kind, or other distributions, declared
as of a
 
record date that occurs
 
on or after
 
the Date of Grant
 
hereunder and prior
 
to any cancellation
of such Performance Shares, provided
 
that any such Dividend
 
Equivalent payments shall be held
in escrow
 
by the
 
Company and,
 
be subject
 
to the
 
same rights,
 
restrictions on
 
transfer and
 
conditions
applicable to the underlying Performance Shares.
 
In the event of cancellation of any
 
or all of the
Performance Shares, the
 
Grantee will forfeit
 
all Dividend Equivalent
 
payments held in escrow
 
and
relating to the underlying
 
cancelled Performance Shares.
 
The Grantee will have
 
no voting rights
with respect to any of the Performance Shares.
Section 6.
 
Tax
 
Withholding.
 
The Grantee shall
 
be required to
 
pay to the
 
Company,
and
 
the
 
Company
 
shall
 
have
 
the
 
right
 
to
 
deduct
 
from
 
any
 
compensation
 
paid
 
to
 
the
 
Grantee
pursuant
 
to
 
the
 
Plan,
 
the
 
amount
 
of
 
any
 
federal,
 
state,
 
and
 
local
 
withholding
 
obligations
 
of
 
the
Company with
 
respect to
 
the Performance
 
Shares.
 
The Company
 
will not
 
deliver Shares
 
to the
Grantee under
 
this Performance
 
Share Award
 
Agreement unless
 
the Grantee
 
has remitted
 
(or in
appropriate cases
 
agrees to
 
remit) or
 
otherwise provided
 
for the
 
satisfaction of
 
any withholding
obligation.
 
Unless specifically
 
denied by
 
the Committee, the
 
Grantee may
 
elect to satisfy
 
any such
withholding obligations by one or a combination of the following methods:
(a)
 
payment of an amount in cash equal to the amount to be withheld;
(b)
 
payment by tendering previously acquired Shares (either actually or
 
by attestation)
valued at the Share's then Fair Market Value
 
and equal to the amount to be withheld;
(c)
 
requesting
 
that
 
the
 
Company
 
withhold
 
from
 
the
 
Shares
 
otherwise
 
issuable
 
to
 
the
Grantee Shares having a Fair Market Value
 
equal to or less than the amount to be withheld; or
(d)
 
withholding from any other compensation otherwise due to the Grantee.
 
 
4
To
 
the
 
extent
 
the
 
Committee
 
permits
 
withholding
 
through
 
either
 
the
 
payment
 
of
 
previously
acquired
 
Shares
 
or
 
withholding
 
from
 
Shares
 
otherwise
 
issuable
 
to
 
the
 
Grantee,
 
any
 
such
withholding
 
shall
 
be
 
in
 
accordance
 
with
 
any
 
rules
 
or
 
established
 
procedures
 
for
 
election
 
by
Participants,
 
including
 
any
 
rules
 
or
 
restrictions
 
relating
 
to
 
the
 
period
 
of
 
time
 
any
 
previously
acquired
 
Shares
 
have
 
been
 
held
 
or
 
owned,
 
including
 
any
 
elections,
 
the
 
irrevocability
 
of
 
any
election, or
 
any special
 
rules relating
 
to a
 
Grantee who
 
is an
 
officer
 
of the
 
Company within
 
the
meaning of Section 16 of the 1934 Act.
Section 7.
 
No Right
 
to Continue
 
as
 
a Service
 
Provider.
 
Neither the
 
Plan nor
 
this
Performance Share
 
Award
 
Agreement confers
 
upon
 
the Grantee
 
any
 
right to
 
be retained
 
in
 
any
position as an Employee, Consultant, or Director of the Company.
 
Further, nothing in the Plan or
this
 
Performance
 
Share
 
Award
 
Agreement
 
shall
 
be
 
construed
 
to
 
limit
 
the
 
discretion
 
of
 
the
Company to terminate the Grantee as a Service Provider at any time, with or without Cause.
 
Section 8.
 
Restrictive
 
Covenants.
 
In
 
consideration
 
for
 
the
 
granting
 
of
 
the
Performance Shares and in addition to any other restrictive agreements that the Grantee
 
may have
entered
 
into
 
with
 
the
 
Company
 
or
 
an
 
Affiliate,
 
the
 
Grantee
 
accepts
 
and
 
agrees
 
to
 
be
 
bound
 
as
follows
 
(except
 
in
 
cases
 
in
 
which
 
the
 
following
 
covenants
 
conflict
 
with
 
the
 
terms
 
of
 
any
employment agreement
 
between the
 
Company or
 
an Affiliate
 
and the
 
Grantee; in
 
such cases
 
the
terms of such an employment agreement shall control):
8.1
 
Noncompetition.
 
During the time the Grantee is a Service Provider of the
Company
 
or
 
an
 
Affiliate
 
and
 
until
 
two
 
years
 
after
 
the
 
Grantee
 
ceases
 
to
 
be
 
a
 
Service
Provider
 
of
 
the
 
Company
 
or
 
an
 
Affiliate,
 
the
 
Grantee
 
will
 
not
 
contribute
 
his
 
or
 
her
knowledge,
 
directly
 
or
 
indirectly,
 
in
 
whole
 
or
 
in
 
part,
 
as
 
an
 
employee,
 
officer,
 
owner,
manager,
 
advisor,
 
consultant, agent,
 
partner,
 
director,
 
shareholder,
 
volunteer,
 
intern or
 
in
any
 
other
 
similar
 
capacity
 
to
 
an
 
entity
 
engaged
 
in
 
the
 
same
 
or
 
similar
 
business
 
as
 
the
Company and its Affiliates.
8.2
 
Nonsolicitation
 
of
 
Company
 
Service
 
Providers.
 
During
 
the
 
time
 
the
Grantee is a Service Provider of the
 
Company or an Affiliate
 
and until two years after the
Grantee ceases to
 
be a Service
 
Provider of
 
the Company
 
or an Affiliate,
 
the Grantee
 
will
not
 
directly
 
or
 
indirectly,
 
solicit,
 
hire,
 
recruit,
 
attempt
 
to
 
hire
 
or
 
recruit,
 
or
 
induce
 
the
termination of employment of any
 
other Service Provider of the Company
 
or its Affiliates.
8.3
 
Nonsolicitation of Company
 
Customers.
 
During the time
 
the Grantee is
a Service
 
Provider of
 
the Company
 
or an
 
Affiliate
 
and until
 
two years
 
after the
 
Grantee
ceases to
 
be a
 
Service Provider
 
of the
 
Company or
 
an Affiliate,
 
the Grantee
 
will not
 
directly
or
 
indirectly,
 
solicit,
 
contact (including,
 
but
 
not
 
limited
 
to,
 
e-mail,
 
regular mail,
 
express
mail,
 
telephone,
 
fax,
 
and
 
instant
 
message),
 
attempt
 
to
 
contact
 
or
 
meet
 
with
 
the
 
current,
former or
 
prospective customers
 
of the
 
Company or
 
any of
 
its Affiliates
 
for purposes
 
of
offering or accepting goods or services similar to or competitive with those offered
 
by the
Company or any of its Affiliates.
8.4
 
No Detrimental Communications.
 
The Grantee agrees not to disclose
 
or
cause to be disclosed at any time any untrue,
 
negative, adverse or derogatory comments or
 
 
5
information about
 
the Company,
 
any Affiliate,
 
about any
 
product or
 
service provided
 
by
the Company, or about prospects for the future of the Company.
8.5
 
Confidentiality.
 
The
 
Grantee
 
acknowledges
 
that
 
it
 
is
 
the
 
policy
 
of
 
the
Company
 
to
 
maintain
 
as
 
confidential
 
all
 
customer
 
lists
 
and
 
information
 
relating
 
to
 
the
Company's
 
customers,
 
their
 
businesses,
 
operations,
 
employees
 
and
 
customers
("Confidential Information").
 
The Grantee recognizes that the Confidential Information
 
is
the
 
sole
 
and
 
exclusive
 
property
 
of
 
the
 
Company,
 
and
 
that
 
disclosure
 
of
 
Confidential
Information
 
would
 
cause
 
damage
 
to
 
the
 
Company.
 
The
 
Grantee
 
shall
 
not
 
at
 
any
 
time
disclose or authorize
 
the disclosure
 
of Confidential Information
 
that (a) is
 
disclosed to or
known by
 
the Grantee
 
as result
 
of as
 
a consequence
 
of or
 
through the
 
Grantee's performance
of services for the Company,
 
(b) is not publicly or
 
generally known outside the Company
and (c)
 
relates in
 
any
 
manner
 
to the
 
Company's
 
business.
 
This obligation
 
will
 
continue
even though the Grantee's service to the Company may have terminated.
 
This Section 8.5
shall apply
 
in addition
 
to, and
 
not in
 
derogation
 
of any
 
other
 
confidentiality
 
agreements
that may exist, now or in the future, between the Grantee and the Company.
8.6
 
Breach
 
of
 
Covenants.
 
In
 
the
 
event
 
of
 
a
 
breach
 
of
 
any
 
of
 
the
 
covenants
contained in
 
this Section
 
8: (a)
 
any unvested
 
portion of
 
the Performance
 
Shares shall
 
be
forfeited effective as
 
of the date of
 
such breach, unless sooner
 
terminated by operation of
another term or
 
condition of this
 
Performance Share Award Agreement or
 
the Plan; and
 
(b)
the
 
Grantee
 
hereby
 
consents
 
and
 
agrees
 
that
 
the
 
Company
 
shall
 
be
 
entitled
 
to
 
seek,
 
in
addition
 
to
 
other
 
available
 
remedies,
 
a
 
temporary
 
or
 
permanent
 
injunction
 
or
 
other
equitable
 
relief
 
against
 
such
 
breach
 
or
 
threatened
 
breach
 
from
 
any
 
court
 
of
 
competent
jurisdiction, without the necessity of showing any
 
actual damages or that money damages
would not
 
afford
 
an adequate
 
remedy,
 
and without
 
the necessity
 
of posting
 
any bond
 
or
security.
 
The aforementioned
 
equitable relief
 
shall be
 
in addition
 
to, not
 
in lieu
 
of, legal
remedies, monetary damages or other available forms of relief.
Section 9.
Compliance with
 
Law.
 
The issuance
 
and transfer
 
of Shares
 
shall be
 
subject
to compliance
 
by the
 
Company
 
and the
 
Grantee with
 
all applicable
 
requirements of
 
federal and
state
 
securities
 
laws
 
and
 
with
 
all
 
applicable
 
requirements
 
of
 
any
 
stock
 
exchange
 
on
 
which
 
the
Company's Shares
 
may be listed.
 
No Shares shall
 
be issued with
 
respect to the
 
Performance Shares
unless and until any then applicable requirements of state
 
or federal laws and regulatory agencies
have been
 
fully complied
 
with to
 
the satisfaction
 
of the
 
Company
 
and its
 
counsel. The
 
Grantee
understands that the Company is under no obligation
 
to register the Shares with the Securities and
Exchange
 
Commission,
 
any
 
state
 
securities
 
commission
 
or
 
any
 
stock
 
exchange
 
to
 
effect
 
such
compliance.
Section 10.
 
Notices.
 
Any
 
notice
 
required
 
to
 
be
 
delivered
 
to
 
the
 
Company
 
under this
Performance Share
 
Award
 
Agreement shall
 
be in
 
writing and
 
addressed to
 
the General
 
Counsel
and Corporate Secretary of the Company at the
 
Company's principal corporate office.
 
Any notice
required to be
 
delivered to the
 
Grantee under this
 
Performance Share Award
 
Agreement shall be
in writing
 
and addressed
 
to the
 
Grantee
 
at the
 
Grantee's
 
address as
 
shown
 
in the
 
records
 
of the
Company.
 
Either party may designate another address in writing (or such other method approved
by the Company) from time to time.
 
 
 
 
 
 
 
6
Section 11.
 
Governing
 
Law.
 
This
 
Performance
 
Share
 
Award
 
Agreement
 
will
 
be
construed and
 
interpreted
 
in
 
accordance with
 
the
 
laws
 
of
 
the
 
State
 
of
 
Kansas
 
without
 
regard to
conflict of law principles.
Section 12.
 
Adjustments.
 
If
 
any
 
change
 
is
 
made
 
to
 
the
 
outstanding
 
Stock
 
or
 
capital
structure of the
 
Company,
 
if required, the
 
Performance Shares
 
shall be adjusted
 
or terminated in
any manner as contemplated by the Plan.
Section 13.
 
Amendment.
 
This Performance
 
Share Award Agreement may be
 
amended
in
 
a
 
manner that
 
is
 
materially
 
adverse
 
to
 
the
 
Grantee
 
only
 
by
 
a
 
writing
 
executed by
 
the
 
parties
hereto which specifically states that it is amending this Performance Share Award
 
Agreement.
Section 14.
 
Clawback
 
Policy.
 
The
 
Performance
 
Shares
 
may
 
be
 
subject
 
to
 
certain
provisions of the Dodd-Frank Wall
 
Street Reform and Consumer Protection Act of 2010 (“Dodd-
Frank”) or any
 
other compensation clawback
 
policy that is
 
adopted by the
 
Committee and that
 
will
require the
 
Company to
 
be able
 
to claw
 
back compensation
 
paid to
 
its executives
 
under certain
circumstances.
 
Grantee
 
acknowledges
 
that
 
the
 
Performance
 
Shares
 
may
 
be
 
clawed
 
back
 
by
 
the
Company in
 
accordance with
 
any policies
 
and procedures
 
adopted by
 
the Committee
 
in order
 
to
comply with Dodd Frank or as set forth in this Performance Share Award
 
Agreement.
 
Section 15.
 
Interpretation.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
Performance Share
 
Award
 
Agreement shall
 
be submitted
 
by the
 
Grantee or
 
the Company
 
to the
Committee for review.
 
The resolution of
 
such dispute by
 
the Committee shall
 
be final and
 
binding
on the Grantee and the Company.
Section 16.
 
Titles.
 
Titles are provided herein for convenience only and
 
are not to serve
as a basis for interpretation or construction of this Performance Share Award Agreement.
Section 17.
 
Section
 
409A
 
Compliance.
 
It
 
is
 
the
 
intent
 
of
 
the
 
Company
 
that
 
all
payments
 
made
 
under
 
this
 
Performance
 
Share
 
Award
 
Agreement
 
will
 
be
 
exempt
 
from
 
Section
409A of the Code and the Treasury
 
regulations and guidance issued thereunder ("Section 409A")
pursuant to the
 
“short-term deferral”
 
exemption.
 
Notwithstanding any provision
 
of the Plan
 
or
this
 
Performance
 
Share
 
Award
 
Agreement
 
to
 
the
 
contrary,
 
(i)
 
this
 
Performance
 
Share
 
Award
Agreement shall not be amended in any manner that would cause any amounts payable hereunder
that are not subject to Section 409A to become subject thereto (unless
 
they also are in compliance
therewith), and
 
the provisions
 
of any
 
purported amendment
 
that may
 
reasonably be
 
expected to
result in such non-compliance
 
shall be of no force
 
or effect with respect to
 
this Performance Share
Award
 
Agreement and (ii)
 
the Company,
 
to the extent it
 
deems necessary or advisable
 
in its sole
discretion,
 
reserves
 
the
 
right,
 
but
 
shall
 
not
 
be
 
required,
 
to
 
unilaterally
 
amend
 
or
 
modify
 
this
Performance Share Award Agreement to reflect the intention that the
 
Plan qualifies for exemption
from or
 
complies with
 
Section 409A
 
in a
 
manner that
 
as closely
 
as practicable
 
achieves the
 
original
intent of this Performance Share Award Agreement
 
and with the least reduction, if any, in overall
benefit
 
to
 
a
 
Grantee
 
to
 
comply
 
with
 
Section
 
409A on
 
a
 
timely
 
basis,
 
which may
 
be
 
made
 
on
 
a
retroactive basis,
 
in accordance
 
with regulations
 
and other
 
guidance issued
 
under Section
 
409A.
 
Neither the
 
Company nor
 
the Committee
 
makes any
 
representation that
 
this Performance
 
Share
Award Agreement
 
shall be exempt from or comply with Section 409A and makes no undertaking
to preclude Section 409A from applying to this Performance Share Award
 
Agreement.
 
 
 
 
 
 
7
Section 18.
 
Successors and Assigns.
 
The Company may assign any of its rights under
this
 
Performance
 
Share
 
Award
 
Agreement.
 
This
 
Performance
 
Share
 
Award
 
Agreement
 
will
 
be
binding upon and inure
 
to the benefit of
 
the successors and assigns
 
of the Company. Subject to the
restrictions on transfer set forth herein, this Performance Share Award Agreement will be binding
upon the
 
Grantee and
 
the Grantee's
 
beneficiaries, executors,
 
administrators and
 
the person(s)
 
to
whom the Performance Shares may be transferred by will or the laws of descent or distribution.
Section 19.
 
Severability.
 
The
 
invalidity
 
or
 
unenforceability
 
of
 
any
 
provision
 
of
 
the
Plan or this Performance Share Award Agreement shall not affect the validity or enforceability of
any other provision of the
 
Plan or this Performance Share
 
Award
 
Agreement, and each provision
of the
 
Plan and
 
this Performance
 
Share Award
 
Agreement shall
 
be severable
 
and enforceable
 
to
the extent permitted by law.
Section 20.
 
No
 
Impact
 
on
 
Other
 
Benefits.
 
The
 
value
 
of
 
the
 
Grantee's
 
Performance
Shares is not
 
part of his
 
or her normal
 
or expected compensation
 
for purposes of
 
calculating any
severance, retirement, welfare, insurance or similar employee benefit.
Section 21.
Counterparts.
 
This
 
Performance
 
Share
 
Award
 
Agreement
 
may
 
be
executed in counterparts, each of which shall be deemed an original but all of which together will
constitute
 
one
 
and
 
the
 
same
 
instrument.
 
Counterpart
 
signature
 
pages
 
to
 
this
 
Performance Share
Award Agreement transmitted by facsimile transmission, by electronic mail in portable document
format
 
(.pdf),
 
or
 
by
 
any
 
other
 
electronic
 
means
 
intended
 
to
 
preserve
 
the
 
original
 
graphic
 
and
pictorial appearance
 
of
 
a
 
document, will
 
have
 
the
 
same effect
 
as physical
 
delivery of
 
the
 
paper
document bearing an original signature.
Section 22.
 
Acceptance.
 
The
 
Grantee
 
hereby
 
acknowledges
 
receipt
 
of
 
a
 
copy
 
of
 
the
Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof,
and accepts the Performance Shares subject to all of
 
the terms and conditions of the Plan and this
Performance Share Award
 
Agreement.
 
 
Section 23.
 
Entire
 
Agreement and
 
Binding Effect.
 
This Performance
 
Share Award
Agreement and the Plan constitute
 
the entire contract between
 
the parties hereto with regard
 
to the
subject matter
 
hereof.
 
They supersede
 
any other
 
agreements, representations
 
or understandings
(whether oral
 
or written
 
and whether
 
express or
 
implied) that
 
relate to
 
the subject
 
matter hereof.
 
Except as expressly
 
stated herein to
 
the contrary,
 
this Performance Share
 
Award
 
Agreement will
be binding upon
 
and inure to
 
the benefit of
 
the respective heirs,
 
legal representatives, successors
and assigns of the parties hereto.
[Signature Page Follows]
 
8
The parties to this
 
Performance Share Award
 
Agreement have executed this
 
Performance
Share Award
 
Agreement as of the date provided in the preamble to this agreement.
CROSSFIRST BANKSHARES, INC.
By: _____________________
Name:___________________
Title:____________________
[GRANTEE NAME]
By: _____________________
Name:___________________