Bank7(BSVN) - 2022 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides a detailed overview of the company's financial performance and position, including statements, notes, management's discussion, market risk, and controls Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of comprehensive income, shareholders' equity, and cash flows, along with detailed notes explaining the company's accounting policies, recent events, and specific financial instrument details Unaudited Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' equity at specific points in time | Metric | September 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----- | :-------------------------------- | :------------------------------- | | Total Assets | $1,580,952 | $1,350,549 | | Loans, net | $1,219,998 | $1,018,085 | | Total Deposits | $1,437,336 | $1,217,471 | | Total Liabilities | $1,445,133 | $1,223,141 | | Total Shareholders' Equity | $135,819 | $127,408 | - Total assets increased by $230.4 million (17.1%) from December 31, 2021, to September 30, 2022, primarily due to strong organic growth in major metropolitan markets[10][185] - Loans, net of allowance for loan losses, increased by $201.9 million (19.8%) from December 31, 2021, to September 30, 2022[10] Unaudited Condensed Consolidated Statements of Comprehensive Income This section details the company's financial performance over specific periods, showing revenues, expenses, and net income | Metric | Three months ended Sep 30, 2022 (in thousands) | Three months ended Sep 30, 2021 (in thousands) | Nine months ended Sep 30, 2022 (in thousands) | Nine months ended Sep 30, 2021 (in thousands) | | :----- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total Interest Income | $21,691 | $14,008 | $53,288 | $41,632 | | Total Interest Expense | $2,646 | $729 | $4,241 | $2,376 | | Net Interest Income | $19,045 | $13,279 | $49,047 | $39,256 | | Provision for Loan Losses | $2,348 | $750 | $2,843 | $3,325 | | Total Noninterest Income | $840 | $577 | $2,207 | $1,493 | | Total Noninterest Expense | $7,133 | $4,779 | $20,516 | $14,198 | | Net Income | $8,041 | $6,264 | $21,249 | $17,473 | | Basic EPS | $0.88 | $0.69 | $2.34 | $1.93 | | Diluted EPS | $0.87 | $0.69 | $2.31 | $1.92 | - Net income increased by $1.777 million (28.4%) for the three months ended September 30, 2022, compared to the same period in 2021[13] - Net interest income increased by $5.766 million (43.4%) for the three months ended September 30, 2022, compared to the same period in 2021[13][171] Unaudited Condensed Consolidated Statements of Shareholders' Equity This section outlines changes in the company's equity over time, reflecting contributions, earnings, and other comprehensive income | Metric | September 30, 2022 (in thousands) | September 30, 2021 (in thousands) | | :----- | :-------------------------------- | :-------------------------------- | | Common Stock (Amount) | $91 | $91 | | Additional Paid-in Capital | $95,054 | $93,766 | | Retained Earnings | $51,123 | $28,552 | | Accumulated Other Comprehensive Income (Loss) | $(10,449) | $- | | Total Shareholders' Equity | $135,819 | $122,409 | - Total shareholders' equity increased by $13.41 million (10.9%) from September 30, 2021, to September 30, 2022[18] - Accumulated Other Comprehensive Income (Loss) shifted from $0 in 2021 to a loss of $(10.449) million in 2022, primarily due to unrealized losses on securities[13][18] Unaudited Condensed Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods | Metric | Nine Months Ended Sep 30, 2022 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | | :----- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $29,935 | $23,001 | | Net cash used in investing activities | $(304,107) | $(80,832) | | Net cash provided by financing activities | $216,561 | $109,692 | | (Decrease) Increase in Cash and Cash Equivalents | $(57,611) | $51,861 | | Cash and Cash Equivalents, End of Period | $147,241 | $205,762 | - Net cash used in investing activities significantly increased from $(80.8) million in 2021 to $(304.1) million in 2022, driven by purchases of available-for-sale debt securities and net change in loans[20] - Net cash provided by financing activities increased by $106.869 million (97.4%) for the nine months ended September 30, 2022, primarily due to a $219.865 million net change in deposits[20] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and additional information about the figures presented in the financial statements, clarifying accounting policies, recent events, and specific financial instrument details Note 1: Nature of Operations and Summary of Significant Accounting Policies This note describes Bank7 Corp.'s business operations as a bank holding company and outlines the key accounting policies used in preparing the financial statements, including planned adoption of new accounting standards - Bank7 Corp. is a bank holding company operating Bank7, which provides banking and financial services in Oklahoma, Texas, and Kansas[24] - The company will adopt ASU 2016-02 (Leases) in the fourth quarter of 2022, with no significant impact expected on financial condition, results of operation, or capital position, but it will affect balance sheet presentation[31] - The company will adopt ASU 2016-13 (Credit Losses - CECL model) in the first quarter of 2023, replacing the incurred loss model with an expected loss model[32] Note 2: Recent Events, Including Mergers and Acquisitions This note details the acquisition of Watonga Bancshares, Inc. by Bank7 Corp., including the purchase price, acquired assets and liabilities, and subsequent adjustments to goodwill - Bank7 Corp. acquired Watonga Bancshares, Inc. on December 9, 2021, for $29.3 million in cash, merging Cornerstone Bank into Bank7[35] | Metric | Estimated Fair Value (in thousands) | | :----- | :---------------------------------- | | Total Assets Acquired | $267,624 | | Total Liabilities Assumed | $245,183 | | Net Assets Acquired | $22,441 | | Consideration Transferred | $29,498 | | Goodwill | $7,057 | - Goodwill decreased by $411,000 for the nine months ended September 30, 2022, due to resolution of contractual obligations, fair value assessment of premises and equipment, and tax provision adjustments[38] Note 3: Restriction on Cash and Due from Banks This note explains the Federal Reserve Board's elimination of reserve requirements for depository institutions, impacting the company's cash restrictions - The Federal Reserve Board eliminated reserve requirements for all depository institutions on March 26, 2020[43] - There was no reserve requirement as of September 30, 2022[43] Note 4: Earnings per Share This note provides the calculation of basic and diluted earnings per common share, reflecting net income and weighted-average shares outstanding | Metric | Three months ended Sep 30, 2022 | Three months ended Sep 30, 2021 | Nine months ended Sep 30, 2022 | Nine months ended Sep 30, 2021 | | :----- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net Income (in thousands) | $8,041 | $6,264 | $21,249 | $17,473 | | Basic EPS | $0.88 | $0.69 | $2.34 | $1.93 | | Diluted EPS | $0.87 | $0.69 | $2.31 | $1.92 | | Weighted-average shares outstanding - basic | 9,100,789 | 9,052,718 | 9,095,724 | 9,051,112 | | Weighted-average shares outstanding - diluted | 9,209,754 | 9,105,255 | 9,194,928 | 9,078,671 | - Basic EPS increased by $0.19 (9.8%) for the nine months ended September 30, 2022, compared to the same period in 2021[46] - Dilutive effect of stock compensation increased significantly for both three-month and nine-month periods in 2022 compared to 2021[46] Note 5: Debt Securities This note details the company's available-for-sale debt securities portfolio, including fair value changes, unrealized gains and losses, and management's intent regarding these securities | Metric | September 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----- | :-------------------------------- | :------------------------------- | | Total Available-for-Sale Debt Securities (Fair Value) | $174,534 | $84,808 | | Gross Unrealized Gains (September 30, 2022) | $- | $120 | | Gross Unrealized Losses (September 30, 2022) | $(13,636) | $(5) | | Proceeds from sales, prepayments and calls (Nine Months Ended Sep 30, 2022) | $28,852 | N/A | | Total realized (losses), net (Nine Months Ended Sep 30, 2022) | $(127) | N/A | - The increase in available-for-sale debt securities is a result of acquisitions in December 2021 and purchases during the first nine months of 2022[164][166] - Unrealized losses are attributed to increases in market interest rates, and management expects recovery as securities approach maturity or repricing[56] Note 6: Loans and Allowance for Loan Losses This note provides a detailed breakdown of the company's loan portfolio, changes in the allowance for loan losses, and an analysis of nonperforming loans and assets | Loan Category | September 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------ | :-------------------------------- | :------------------------------- | | Construction & development | $212,307 | $169,322 | | 1 - 4 family real estate | $75,130 | $62,971 | | Commercial real estate - other | $372,431 | $339,655 | | Commercial & industrial | $496,217 | $361,974 | | Agricultural | $65,333 | $73,010 | | Consumer | $15,160 | $24,046 | | Gross loans | $1,236,578 | $1,030,978 | | Allowance for loan losses | $(13,153) | $(10,316) | | Metric | Nine Months Ended Sep 30, 2022 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | | :----- | :-------------------------------------------- | :-------------------------------------------- | | Provision for loan losses | $2,843 | $3,325 | | Total Charge-offs | $(20) | $(3,813) | | Total Recoveries | $14 | $155 | | Net (charge-offs) recoveries | $(6) | $(3,658) | | Nonperforming Asset Category | September 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--------------------------- | :-------------------------------- | :------------------------------- | | Nonaccrual loans | $8,218 | $9,885 | | Accruing loans 90 or more days past due | $9,946 | $496 | | Total nonperforming loans | $18,164 | $10,381 | | Ratio of nonperforming loans to total loans | 1.47% | 1.01% | | Ratio of allowance for loan losses to nonaccrual loans | 160.05% | 104.36% | Note 7: Shareholders' Equity This note details the company's share repurchase plans and its compliance with Basel III capital adequacy requirements, including Bank7's 'well capitalized' status - A new share repurchase plan, authorizing up to 750,000 shares, was adopted on October 28, 2021, replacing the expired September 2019 plan[96][263] - No shares were repurchased under the new plan during the nine months ended September 30, 2022[97][263] | Capital Ratio | Company (Sep 30, 2022) | Bank (Sep 30, 2022) | Minimum with Capital Conservation Buffer | Minimum to be Well Capitalized | | :------------ | :--------------------- | :------------------ | :--------------------------------------- | :----------------------------- | | Total capital to risk-weighted assets | 12.09% | 12.10% | 10.50% | 10.00% | | Tier I capital to risk-weighted assets | 11.03% | 11.04% | 8.50% | 8.00% | | CET I capital to risk-weighted assets | 11.03% | 11.04% | 7.00% | 6.50% | | Tier I capital to average assets | 9.01% | 9.01% | 4.00% | 5.00% | Note 8: Related-Party Transactions This note discloses transactions with related parties, specifically confirming no outstanding loans to executive officers or directors and detailing lease expenses with a related entity - No loans were outstanding to related parties (executive officers, directors, significant shareholders, and their affiliates) as of September 30, 2022, and December 31, 2021[112] | Lease Expense (in thousands) | Three months ended Sep 30, 2022 | Three months ended Sep 30, 2021 | Nine months ended Sep 30, 2022 | Nine months ended Sep 30, 2021 | | :--------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Lease expense from related party | $39 | $45 | $116 | $137 | Note 9: Employee Benefits This note outlines the company's employee benefit plans, including 401(k) contributions and stock-based compensation expenses, along with unrecognized compensation expenses for unvested awards | Expense (in thousands) | Three months ended Sep 30, 2022 | Three months ended Sep 30, 2021 | Nine months ended Sep 30, 2022 | Nine months ended Sep 30, 2021 | | :--------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | 401(k) Employer Contributions | $74 | $63 | $281 | $204 | | Stock-Based Compensation Expense | $341 | $279 | $1,059 | $785 | - As of September 30, 2022, 701,337 shares were available for future grants under the Incentive Plan[117] - Unrecognized compensation expense for unvested RSUs was approximately $2.1 million (133,659 units) and for stock options was $385,000 (250,938 options) as of September 30, 2022[127] Note 10: Disclosures About Fair Value of Assets and Liabilities This note explains the company's fair value measurement hierarchy and its application to available-for-sale debt securities and collateral-dependent impaired loans - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1 prices), and Level 3 (unobservable inputs)[131] - Available-for-sale debt securities are reported at fair value using Level 2 inputs, obtained from an independent pricing service[132] | Asset | September 30, 2022 (in thousands) | December 31, 2021 (in thousands) | Valuation Technique | Unobservable Inputs | Weighted Average | | :---- | :-------------------------------- | :------------------------------- | :------------------ | :------------------ | :--------------- | | Collateral-dependent impaired loans | $6,673 | $6,910 | Appraisals from comparable properties | Estimated cost to sell | 20% | Note 11: Financial Instruments with Off-Balance Sheet Risk This note describes the company's off-balance sheet financial instruments, such as commitments to extend credit and standby letters of credit, and their associated risks - The Company uses commitments to extend credit and standby letters of credit as financial instruments with off-balance sheet risk[150] | Instrument | September 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--------- | :-------------------------------- | :------------------------------- | | Commitments to extend credit | $228,006 | $200,393 | | Financial and performance standby letters of credit | $2,666 | $5,809 | | Total | $230,672 | $206,202 | - The total off-balance sheet commitments increased by $24.47 million (11.9%) from December 31, 2021, to September 30, 2022[150][241] Note 12: Significant Estimates and Concentrations This note highlights the company's significant accounting estimates, including the allowance for loan losses and goodwill, and details concentrations in hospitality and energy loan portfolios - Hospitality loans were 19% of gross total loans, with outstanding balances of $233.2 million and unfunded commitments of $20.9 million as of September 30, 2022[152] - Energy loans were 14% of gross total loans, with outstanding balances of $171.1 million and unfunded commitments of $55.1 million as of September 30, 2022[152] - Goodwill totaled $8.1 million on the consolidated balance sheet at September 30, 2022, and is subject to annual impairment evaluation[153][248] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a comprehensive review of Bank7 Corp.'s financial performance and condition, highlighting significant increases in pre-tax income, net interest income, and total assets. It details the growth in the loan portfolio, changes in the allowance for loan losses, and the composition of deposits. The discussion also covers liquidity management, capital adequacy, and critical accounting policies, emphasizing the company's strong organic growth and compliance with regulatory capital requirements General This section provides an overview of Bank7 Corp.'s operations, strategic focus on organic growth and acquisitions, and key financial metrics as of September 30, 2022 - Bank7 Corp. is a bank holding company headquartered in Oklahoma City, Oklahoma, operating twelve locations across Oklahoma, Dallas/Fort Worth, Texas, and Kansas[157] - The company focuses on serving business owners and entrepreneurs with loan and deposit products, aiming for organic growth through new branches and strategic acquisitions[157] - As of September 30, 2022, total assets were $1.6 billion, gross loans $1.2 billion, total deposits $1.4 billion, and total shareholders' equity $135.8 million[159] Results of Operations This section analyzes the company's financial performance, detailing changes in income, expenses, and key profitability metrics over the reporting periods Performance Summary Bank7 Corp. reported strong financial performance for Q3 and the first nine months of 2022, with pre-tax income increasing by 25% and 20% respectively. Interest income saw substantial growth, up 54.9% for Q3 and 28.0% for the nine months, driven by higher average total loans and improved loan yields. Return on average equity also improved, reaching 23.72% for Q3 2022 | Metric | Q3 2022 (in millions) | Q3 2021 (in millions) | 9M 2022 (in millions) | 9M 2021 (in millions) | | :----- | :-------------------- | :-------------------- | :-------------------- | :-------------------- | | Pre-tax Income | $10.4 | $8.3 | $27.9 | $23.2 | | Interest Income | $21.7 | $14.0 | $53.3 | $41.6 | | Provision for Loan Losses | $2.4 | $0.75 | $2.8 | $3.3 | | Return on Average Equity | 23.72% | 21.09% | 21.54% | 20.53% | - Interest income increased by $7.7 million (54.9%) for Q3 2022 and $11.7 million (28.0%) for the first nine months of 2022[160] - Average total loans for Q3 2022 were $1.2 billion with loan yields of 6.69%, compared to $924.4 million with yields of 5.98% for Q3 2021[160] Net Interest Income and Net Interest Margin Net interest income for Q3 2022 was $19.045 million, up from $13.279 million in Q3 2021, driven by a significant increase in interest income from loans and debt securities. The net interest margin remained stable at 5.04% for Q3 2022 compared to Q3 2021, while for the first nine months of 2022, it decreased to 4.66% from 5.18% in 2021, primarily due to higher yields in 2021 from PPP loan fee income | Metric | Q3 2022 | Q3 2021 | 9M 2022 | 9M 2021 | | :----- | :------ | :------ | :------ | :------ | | Net Interest Income | $19,045 (in thousands) | $13,279 (in thousands) | $49,047 (in thousands) | $39,256 (in thousands) | | Net Interest Margin | 5.04% | 5.04% | 4.66% | 5.18% | | Total Interest-Earning Assets (Average Balance) | $1,499,622 (in thousands) | $1,046,266 (in thousands) | $1,407,933 (in thousands) | $1,013,837 (in thousands) | | Total Interest-Bearing Liabilities (Average Balance) | $914,837 (in thousands) | $622,032 (in thousands) | $868,278 (in thousands) | $623,005 (in thousands) | - Interest income on total loans increased by $6.5 million (47.0%) for Q3 2022, primarily due to a $288.7 million (31.2%) increase in average loans[164] - Net interest margin for the first nine months of 2022 decreased to 4.66% from 5.18% in 2021, with higher yields in 2021 attributed to PPP loan fee income[166] Provision for Loan Losses The provision for loan losses for Q3 2022 was $2.4 million, an increase from $750,000 in Q3 2021, reflecting management's quarterly evaluation of the Allowance for Loan Losses (Allowance). The Allowance as a percentage of loans increased to 1.07% at September 30, 2022, from 1.00% at December 31, 2021, indicating a higher estimated risk inherent in the loan portfolio | Metric | Q3 2022 (in thousands) | Q3 2021 (in thousands) | | :----- | :--------------------- | :--------------------- | | Provision for Loan Losses | $2,348 | $750 | - The Allowance for loan losses as a percentage of loans was 1.07% at September 30, 2022, compared to 1.00% at December 31, 2021[176] - The provision for loan losses is determined by a quarterly evaluation of the Allowance's adequacy, considering factors like loan growth, net charge-offs, and economic conditions[175] Noninterest Income Noninterest income increased by $263,000 (45.6%) to $840,000 for Q3 2022 and by $714,000 (47.8%) to $2.2 million for the first nine months of 2022. This growth was primarily driven by increases in service charges on deposit accounts and other income and fees, largely attributable to increased deposit activity following the Watonga acquisition in December 2021 | Noninterest Income Category | Q3 2022 (in thousands) | Q3 2021 (in thousands) | 9M 2022 (in thousands) | 9M 2021 (in thousands) | | :-------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Mortgage lending income | $134 | $161 | $395 | $253 | | Loss on sales of AFS debt securities | $(10) | $- | $(127) | $- | | Service charges on deposit accounts | $210 | $141 | $678 | $380 | | Other income and fees | $506 | $275 | $1,261 | $860 | | Total Noninterest Income | $840 | $577 | $2,207 | $1,493 | - Service charges on deposit accounts increased by $69,000 (48.9%) for Q3 2022 and $298,000 (78.4%) for the first nine months of 2022, mainly due to increased deposit activity from the Watonga acquisition[178][179] - Other income and fees increased by $231,000 (84.0%) for Q3 2022 and $401,000 (46.6%) for the first nine months of 2022, also benefiting from the Watonga acquisition[178][179] Noninterest Expense Noninterest expense rose by $2.4 million (49.3%) to $7.1 million for Q3 2022 and by $6.3 million (44.5%) to $20.5 million for the first nine months of 2022. The primary driver was a significant increase in salaries and employee benefits, up 35.6% for Q3 and 39.9% for the nine months, attributed to organic growth and the Watonga acquisition. Regulatory assessments also saw a substantial increase | Noninterest Expense Category | Q3 2022 (in thousands) | Q3 2021 (in thousands) | 9M 2022 (in thousands) | 9M 2021 (in thousands) | | :--------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Salaries and employee benefits | $3,996 | $2,946 | $12,148 | $8,685 | | Furniture and equipment | $390 | $218 | $1,134 | $651 | | Occupancy | $614 | $461 | $1,736 | $1,391 | | Data and item processing | $522 | $292 | $1,468 | $857 | | Accounting, marketing, and legal fees | $340 | $150 | $782 | $447 | | Regulatory assessments | $551 | $162 | $973 | $464 | | Total Noninterest Expense | $7,133 | $4,779 | $20,516 | $14,198 | - Salaries and employee benefits increased by $1.1 million (35.6%) for Q3 2022 and $3.5 million (39.9%) for the first nine months of 2022, due to an expanded employee base from organic growth and the Watonga acquisition[181][182] - Regulatory assessments increased significantly by $389,000 (240.1%) for Q3 2022 and $509,000 (109.7%) for the first nine months of 2022[181][182] Financial Condition This section analyzes the company's financial position, including changes in total assets, the loan portfolio, allowance for loan losses, nonperforming assets, troubled debt restructurings, and deposit composition Total Assets Total assets increased by $230.4 million, or 17.1%, reaching $1.6 billion as of September 30, 2022, compared to $1.4 billion at December 31, 2021. This growth is primarily attributed to strong organic expansion within the company's key metropolitan markets in Oklahoma City, Tulsa, and Texas - Total assets increased by $230.4 million (17.1%) to $1.6 billion as of September 30, 2022, from $1.4 billion at December 31, 2021[185] - The increase in total assets is primarily due to strong organic growth in Oklahoma City, Tulsa, and Texas markets[185] Loan Portfolio The gross loan portfolio expanded to $1.237 billion at September 30, 2022, from $1.031 billion at December 31, 2021. Commercial & industrial loans showed the largest growth, increasing their share to 40.1% of the total, while commercial real estate remained the largest segment at 53.4%. The company maintains internal concentration limits and uses underwriting guidelines to manage credit risk | Loan Category | Sep 30, 2022 Amount (in thousands) | Sep 30, 2022 % of Total | Dec 31, 2021 Amount (in thousands) | Dec 31, 2021 % of Total | | :------------ | :--------------------------------- | :---------------------- | :--------------------------------- | :---------------------- | | Construction & development | $212,307 | 17.2% | $169,322 | 16.4% | | 1-4 family real estate | $75,130 | 6.1% | $62,971 | 6.1% | | Commercial real estate - other | $372,431 | 30.1% | $339,655 | 33.0% | | Total commercial real estate | $659,868 | 53.4% | $571,948 | 55.5% | | Commercial & industrial | $496,217 | 40.1% | $361,974 | 35.1% | | Agricultural | $65,333 | 5.3% | $73,010 | 7.1% | | Consumer | $15,160 | 1.2% | $24,046 | 2.3% | | Gross loans | $1,236,578 | 100.0% | $1,030,978 | 100.0% | - Gross loans increased by $205.6 million (19.9%) from December 31, 2021, to September 30, 2022[186] - Commercial & industrial loans increased by $134.2 million (37.1%) and now represent 40.1% of the total loan portfolio[186] Allowance for Loan and Lease Losses The allowance for loan and lease losses increased to $13.2 million at September 30, 2022, from $10.3 million at December 31, 2021. This increase reflects management's estimate of potential losses, determined through a comprehensive loan grading system and evaluation of various risk factors, including loan growth and economic conditions. The allowance is allocated across loan categories, with commercial & industrial and commercial real estate holding the largest portions - The allowance for loan losses was $13.2 million at September 30, 2022, an increase from $10.3 million at December 31, 2021[193][195] - The allowance is determined by segmenting the loan portfolio by type, applying historical loss experience factors adjusted for trends and conditions, and considering other risk factors[192][246] | Loan Category | Sep 30, 2022 Amount (in thousands) | Sep 30, 2022 Percent | Dec 31, 2021 Amount (in thousands) | Dec 31, 2021 Percent | | :------------ | :--------------------------------- | :------------------- | :--------------------------------- | :------------------- | | Construction & development | $2,258 | 17.2% | $1,695 | 16.4% | | Commercial real estate - Other | $3,962 | 30.1% | $3,399 | 33.0% | | Commercial & industrial | $5,278 | 40.1% | $3,621 | 35.1% | | Total | $13,153 | 100.0% | $10,316 | 100.0% | Nonperforming Assets Total nonperforming assets increased to $18.164 million at September 30, 2022, from $10.381 million at December 31, 2021. This rise was primarily driven by a significant increase in accruing loans 90 or more days past due, particularly in the commercial & industrial segment. The ratio of nonperforming loans to total loans increased to 1.47% from 1.01%, while the ratio of allowance for loan losses to nonaccrual loans improved to 160.05% from 104.36% | Nonperforming Asset Category | Sep 30, 2022 (in thousands) | Dec 31, 2021 (in thousands) | | :--------------------------- | :-------------------------- | :-------------------------- | | Nonaccrual loans | $8,218 | $9,885 | | Accruing loans 90 or more days past due | $9,946 | $496 | | Total nonperforming loans | $18,164 | $10,381 | | Total nonperforming assets | $18,164 | $10,381 | | Ratio of nonperforming loans to total loans | 1.47% | 1.01% | | Ratio of allowance for loan losses to nonaccrual loans | 160.05% | 104.36% | - Accruing loans 90 or more days past due increased substantially from $496,000 at December 31, 2021, to $9.946 million at September 30, 2022, primarily in the commercial & industrial category[205] | Loan Internal Risk Grade | Sep 30, 2022 (in thousands) | Dec 31, 2021 (in thousands) | | :----------------------- | :-------------------------- | :-------------------------- | | Pass | $1,171,675 | $952,517 | | Watch | $15,277 | $19,889 | | Special Mention | $22,625 | $33,872 | | Substandard | $27,001 | $24,700 | | Total | $1,236,578 | $1,030,978 | Troubled Debt Restructurings As of September 30, 2022, the Company had one troubled debt restructuring (TDR) contract for commercial real estate, with an outstanding recorded investment of $1.249 million, down from $1.402 million at December 31, 2021. This TDR was classified as nonaccrual, and no new TDRs were restructured during the nine months ended September 30, 2022, nor were there any payment defaults on modified TDRs | Metric | Sep 30, 2022 (in thousands) | Dec 31, 2021 (in thousands) | | :----- | :-------------------------- | :-------------------------- | | Number of TDR Contracts | 1 | 1 | | Post-Modification Outstanding Recorded Investment | $1,249 | $1,402 | | Specific Reserves Allocated | $- | $- | | Accrual Status | Nonaccrual | Nonaccrual | - There were no newly modified troubled-debt restructurings during the nine months ended September 30, 2022[90][216] - No payment defaults occurred with respect to loans modified as TDRs as of September 30, 2022, and December 31, 2021[91][216] Deposits Total deposits increased to $1.437 billion at September 30, 2022, from $1.217 billion at December 31, 2021. Noninterest-bearing demand deposits grew significantly, increasing their share to 34.7% of total deposits from 30.1%. Interest-bearing transaction deposits remained the largest category, while time deposits (both under and over $250,000) decreased in both amount and percentage of total deposits | Deposit Category | Sep 30, 2022 Amount (in thousands) | Sep 30, 2022 % of Total | Dec 31, 2021 Amount (in thousands) | Dec 31, 2021 % of Total | | :--------------- | :--------------------------------- | :---------------------- | :--------------------------------- | :---------------------- | | Noninterest-bearing demand | $497,768 | 34.7% | $366,705 | 30.1% | | Interest-bearing transaction deposits | $664,416 | 46.2% | $583,389 | 47.9% | | Savings deposits | $128,750 | 9.0% | $89,778 | 7.4% | | Time deposits ($250,000 or less) | $108,358 | 7.5% | $132,690 | 10.9% | | Time deposits (more than $250,000) | $38,044 | 2.6% | $44,909 | 3.7% | | Total deposits | $1,437,336 | 100.0% | $1,217,471 | 100.0% | - Total deposits increased by $219.865 million (18.1%) from December 31, 2021, to September 30, 2022[20][220] - Noninterest-bearing demand deposits increased by $131.063 million (35.7%) and now represent a larger portion of total deposits[220] Liquidity The Company actively manages its liquidity to meet cash flow requirements for depositors, borrowers, and operational needs. Liquidity is supported by liquid assets such as cash and interest-bearing deposits, and access to wholesale deposits and FHLB advances. As of September 30, 2022, the Company had $95.8 million in borrowing availability with the FHLB, an increase from $78.1 million at December 31, 2021 - Liquidity is managed to meet daily cash flow needs while balancing asset and liability management for shareholder returns[222] - Liquid assets include cash, interest-bearing deposits in correspondent banks, and fed funds sold[223] - Borrowing availability with the FHLB increased to $95.8 million as of September 30, 2022, from $78.1 million as of December 31, 2021[225] Capital Requirements Bank7 Corp. and its subsidiary Bank7 are in compliance with all applicable regulatory capital requirements, including Basel III Capital Rules, and maintain capital conservation buffers. As of September 30, 2022, Bank7 was categorized as 'well-capitalized' by the FDIC, exceeding all minimum capital ratios. Total shareholders' equity increased by $8.4 million to $135.8 million, providing a strong capital base for growth and resilience - As of September 30, 2022, the Bank was in compliance with all applicable regulatory requirements and categorized as 'well-capitalized' under the prompt corrective action framework[226] - The Company and Bank met all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as of September 30, 2022[111][227] - Total shareholders' equity increased by $8.4 million to $135.8 million as of September 30, 2022, compared to $127.4 million as of December 31, 2021[231] Contractual Obligations As of September 30, 2022, total contractual obligations amounted to $1.439 billion, primarily consisting of deposits without a stated maturity ($1.291 billion) and time deposits ($146.4 million). The Company expects to meet these obligations through profitability, loan repayment, and continued deposit gathering, supplemented by various borrowing mechanisms | Obligation Category | Within One Year (in thousands) | One to Three Years (in thousands) | Three to Five Years (in thousands) | After Five Years (in thousands) | Total (in thousands) | | :------------------ | :----------------------------- | :-------------------------------- | :--------------------------------- | :------------------------------ | :------------------- | | Deposits without a stated maturity | $1,290,934 | $- | $- | $- | $1,290,934 | | Time deposits | $124,141 | $19,926 | $2,335 | $- | $146,402 | | Operating lease commitments | $576 | $513 | $102 | $- | $1,191 | | Total contractual obligations | $1,415,651 | $20,439 | $2,437 | $- | $1,438,527 | - The Company believes it will meet contractual obligations through adequate cash levels maintained via profitability, loan repayment, and deposit gathering activities[234] Off-Balance Sheet Arrangements The Company utilizes off-balance sheet financial instruments, including commitments to extend credit and standby letters of credit, to support customer financing. Total commitments increased to $230.672 million at September 30, 2022, from $206.202 million at December 31, 2021. A reserve for potential losses associated with these commitments is estimated and included in other liabilities - Off-balance sheet arrangements include commitments to extend credit and standby letters of credit, which involve credit and interest rate risk[235] | Commitment Type | Sep 30, 2022 (in thousands) | Dec 31, 2021 (in thousands) | | :-------------- | :-------------------------- | :-------------------------- | | Commitments to extend credit | $228,006 | $200,393 | | Standby letters of credit | $2,666 | $5,809 | | Total | $230,672 | $206,202 | - A reserve for potential losses on unfunded lending commitments and letters of credit is estimated using historical loss factors and expected funding, and is included in other liabilities[237] Critical Accounting Policies and Estimates The Company's critical accounting policies involve significant management estimates and judgments, particularly concerning the Allowance for Loan and Lease Losses, Goodwill and Intangibles, and Income Taxes. The Company has elected the extended transition period under the JOBS Act for new accounting standards. Management continuously evaluates these policies to ensure financial statements conform to GAAP - Critical accounting policies include the Allowance for Loan and Lease Losses, Goodwill and Intangibles, and Income Taxes, which require complex or subjective decisions[242][244] - The Company has elected the extended transition period under the JOBS Act for complying with new or revised accounting standards[243] Allowance for Loan and Lease Losses The allowance for loan and lease losses is a critical estimate based on management's assessment of probable losses within the loan portfolio. It is determined by segmenting loans by type and risk, applying historical loss factors adjusted for current trends, and considering factors like delinquencies, nonaccrual loans, and economic conditions. Impaired loans over $250,000 are individually evaluated for specific allowance amounts - The allowance is management's estimate of probable losses inherent in the loan portfolio, subject to periodic review by regulatory agencies[245] - Determination involves segmenting the loan portfolio, applying historical loss experience factors adjusted for trends and conditions, and considering various risk indicators[246] - Impaired loans with balances of $250,000 or more are individually evaluated for specific allowance amounts[246] Goodwill and Intangibles Goodwill, totaling $8.1 million at September 30, 2022, arises from business combinations and is tested annually for impairment. Other intangible assets, primarily core deposit intangibles, are amortized over an estimated useful life of 10 years and periodically evaluated for recoverability - Goodwill totaled $8.1 million for the nine months ended September 30, 2022, and is tested annually for impairment[248][249] - Other intangible assets, mainly core deposit intangibles, are amortized on a straight-line basis over 10 years and evaluated for recoverability[250] Income Taxes The Company files a consolidated income tax return, recognizing deferred taxes based on temporary differences between carrying amounts and tax basis of assets and liabilities. Accrued current and deferred income taxes are based on estimates, which are subject to changes in tax rates, laws, and planning strategies. Management annually analyzes tax positions and believes all will be utilized in future years - Deferred taxes are recognized based on future tax consequences of temporary differences between carrying amounts and tax basis of assets and liabilities[251] - Accruals for income taxes involve considerable judgment and are subject to changes in tax rates, laws, and planning strategies[252] - Management believes it is more likely than not that all tax positions will be utilized in future years[253] Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no significant changes in the Company's disclosures regarding market risk since its most recent annual report on Form 10-K for the year ended December 31, 2021 - No significant changes in market risk disclosures since December 31, 2021[254] Item 4. Controls and Procedures Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of September 30, 2022, concluding they were effective. There were no material changes in internal control over financial reporting during the nine months ended September 30, 2022 - Disclosure controls and procedures were evaluated and deemed effective as of September 30, 2022[255] - No material changes in internal control over financial reporting occurred during the nine months ended September 30, 2022[256] PART II. OTHER INFORMATION This section covers various non-financial disclosures, including legal proceedings, risk factors, equity sales, defaults, safety disclosures, and exhibits Item 1. Legal Proceedings The Company is occasionally involved in routine legal actions incidental to its business, facing heightened legal and regulatory compliance and litigation risk common to banking organizations. However, management believes no existing proceedings, individually or in aggregate, would have a material adverse effect on the financial statements - The Company is a party to routine legal actions incidental to its business[261] - Management believes no existing legal proceedings would have a material adverse effect on the financial statements[261] Item 1A. Risk Factors There were no material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021[262] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company's previous stock repurchase plan expired in September 2021. A new plan, authorizing the repurchase of up to 750,000 shares, was approved in October 2021. No shares were purchased under this plan during the nine months ended September 30, 2022. Repurchases are discretionary and subject to market conditions and regulatory factors - A new stock repurchase plan, authorizing up to 750,000 shares, was approved on October 28, 2021[263] - No shares were purchased under the Company's repurchase plan during the nine months ended September 30, 2022[263] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities reported - No defaults upon senior securities[264] Item 4. Mine Safety Disclosures There were no mine safety disclosures reported - No mine safety disclosures[265] Item 5. Other Information No other information was reported in this section - No other information[266] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and various XBRL (eXtensible Business Reporting Language) documents for financial data | Exhibit Number | Description | | :------------- | :---------- | | 31.1 | Certification of Principal Executive Officer | | 31.2 | Certification of Principal Financial Officer | | 32.1* | Certification pursuant to 18 U.S.C. Section 1350 | | 101.INS | XBRL Instance Document | | 101.SCH | XBRL Taxonomy Extension Schema Document | | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | - Exhibit 32.1 is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act[268] Signatures The report is duly signed on November 14, 2022, by Thomas L. Travis, President and Chief Executive Officer, and Kelly J. Harris, Executive Vice President and Chief Financial Officer, in accordance with the Securities Exchange Act of 1934 - The report was signed on November 14, 2022[271] - Signed by Thomas L. Travis, President and Chief Executive Officer[271] - Signed by Kelly J. Harris, Executive Vice President and Chief Financial Officer[271]