BSVN 10-Q Quarterly Report June 30, 2019 | Alphaminr
ALPHAMINR

BSVN 10-Q Quarter ended June 30, 2019

Balance Sheet
Cash Flow
Income Statement
BANK7 CORP.
10-Q 1 form10q.htm 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission File Number: 001-38656
Bank7 Corp.
(Exact name of registrant as specified in its charter)

Oklahoma
20-0763496
( State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1039 N.W. 63 rd Street
73116-7361
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: 405-810-8600

Securities registered pursuant to Section 12(b) of the Act:

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


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

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

Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒  (Do not check if a smaller reporting company)
Smaller reporting company
☐
Emerging growth company
☒

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

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

As of AUGUST 13, 2019, the registrant had 10,187,500 shares of common stock, par value $0.01, outstanding.

TABLE OF CONTENTS
Page
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements
3
4
5
6
7
Item 2.
27
Item 3.
51
Item 4.
52
PART II.
OTHER INFORMATION
53

Item 1.
53
Item 1A.
53
Item 2.
53
Item 6.
53
54
Forward-Looking Statements
This Form 10-Q contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Any or all of the forward-looking statements in (or conveyed orally regarding) this presentation may turn out to be inaccurate. The inclusion of or reference to forward-looking information in this presentation should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on its current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of risks, uncertainties and assumptions that are difficult to predict. Factors that could cause such differences are discussed in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, and may be discussed from time to time in our other SEC filings, including our Quarterly Reports.  If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. You are cautioned not to place undue reliance on forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required by law. All forward-looking statements herein are qualified by these cautionary statements.

Item 1.

Financial Statements


Bank7 Corp.
Consolidated Balance Sheets
(Dollar amounts in thousands)

Assets
June 30, 2019
(Unaudited)
December
31, 2018
Cash and due from banks
$
123,763
$
128,090
Interest-bearing time deposits in other banks
32,632
31,759
Loans, net of allowance for loan losses of $7,836 and $7,832 at June 30, 2019 and December 31, 2018, respectively
623,614
592,078
Loans held for sale
8
512
Premises and equipment, net
8,757
7,753
Nonmarketable equity securities
1,069
1,055
Foreclosed assets held for sale
188
110
Goodwill and intangibles
1,892
1,995
Interest receivable and other assets
6,525
7,159
Total assets
$
798,448
$
770,511
Liabilities and Shareholders’ Equity
Deposits
Noninterest-bearing
$
190,092
$
201,159
Interest-bearing
505,963
474,744
Total deposits
696,055
675,903
Income taxes payable
20
1,913
Interest payable and other liabilities
3,336
4,229
Total liabilities
699,411
682,045
Shareholders’ equity
Preferred stock, par value $0.01 per share, 1,000,000 shares authorized; none issued or outstanding
-
-
Common stock, non-voting, par value $0.01 per share, 20,000,000 shares authorized; none issued or outstanding
-
-
Common stock, $0.01 par value; 50,000,000 shares authorized; 10,187,500 shares issued and outstanding
102
102
Additional paid-in capital
80,604
80,275
Retained earnings
18,331
8,089
Total shareholders’ equity
99,037
88,466
Total liabilities and shareholders’ equity
$
798,448
$
770,511

See Notes to Unaudited Consolidated Financial Statements

Bank7 Corp.
Unaudited Consolidated Statements of Income
(Dollar amounts in thousands, except per share data)

Three months ended
June 30,
Six months ended
June 30,
2019
2018
2019
2018
Interest Income
Loans, including fees
$
12,101
$
10,583
$
23,723
$
21,408
Interest-bearing time deposits in other banks
497
142
914
291
Interest-bearing deposits in other banks
468
412
1,006
778
Total interest income
13,066
11,137
25,643
22,477
Interest Expense
Deposits
2,483
1,640
4,707
3,059
Other borrowings
-
58
-
118
Total interest expense
2,483
1,698
4,707
3,177
Net Interest Income
10,583
9,439
20,936
19,300
Provision for Loan Losses
-
-
-
100
Net Interest Income After Provision for Loan Losses
10,583
9,439
20,936
19,200
Noninterest Income
Secondary market income
40
38
77
78
Service charges on deposit accounts
109
93
169
173
Other
146
355
272
499
Total noninterest income
295
486
518
750
Noninterest Expense
Salaries and employee benefits
2,365
1,845
4,536
3,995
Furniture and equipment
218
152
377
309
Occupancy
378
288
721
579
Data and item processing
276
235
538
468
Accounting, marketing and legal fees
142
110
289
144
Regulatory assessments
31
125
63
251
Advertising and public relations
92
163
278
350
Travel, lodging and entertainment
92
165
134
358
Other
454
463
867
768
Total noninterest expense
4,048
3,546
7,803
7,222
Income Before Taxes
6,830
6,379
13,651
12,728
Income tax expense
1,704
-
3,409
-
Net Income
$
5,126
$
6,379
$
10,242
$
12,728
Earnings per common share - basic
$
0.50
$
0.88
$
1.00
$
1.75
Earnings per common share - diluted
0.50
0.88
1.00
1.75
Weighted average common shares outstanding - basic
10,187,500
7,287,500
10,187,500
7,287,500
Weighted average common shares outstanding - diluted
10,192,649
7,287,500
10,187,500
7,287,500

See Notes to Unaudited Consolidated Financial Statements

Bank7 Corp.
Unaudited Consolidated Statements of Shareholders’ Equity
(Dollar Amounts in thousands, except share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2019
2018
2019
2018
Common Stock issued at beginning and end of period (Shares)
10,187,500
7,287,500
10,187,500
7,287,500
Common Stock issued at beginning and end of period (Amount)
$
102
$
73
$
102
$
73
Additional Paid-in Capital
Balance at beginning of period
$
80,446
$
6,987
$
80,275
$
6,987
Stock-based compensation expense
158
-
329
-
Balance at end of period
$
80,604
$
6,987
$
80,604
$
6,987
Retained Earnings
Balance at beginning of period
$
13,205
$
68,464
$
8,089
$
62,115
Net income
5,126
6,379
10,242
12,728
Cash distributions declared ($0.60 per share)
-
(4,350
)
-
(4,350
)
Balance at end of period
$
18,331
$
70,493
$
18,331
$
70,493
Total shareholders' equity
$
99,037
$
77,553
$
99,037
$
77,553

See Notes to Unaudited Consolidated Financial Statements

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

Six months ended
June 30,
2019
2018
Operating Activities
Net income
$
10,242
$
12,728
Items not requiring (providing) cash
Depreciation and amortization
388
605
Provision for loan losses
-
100
Gain on sales of loans
(77
)
(78
)
Stock-based compensation expense
329
-
Cash receipts from the sale of loans originated for sale
4,590
3,058
Cash disbursements for loans originated for sale
(4,009
)
(3,431
)
Deferred income tax benefit
(85
)
-
Changes in
Interest receivable and other assets
719
(351
)
Interest payable and other liabilities
(2,786
)
447
Net cash provided by operating activities
9,311
13,078
Investing Activities
Maturities of interest-bearing time deposits in other banks
10,120
497
Purchases of interest-bearing time deposits in other banks
(10,993
)
(992
)
Net change in loans
(31,614
)
(26,354
)
Purchases of premises and equipment
(1,289
)
(182
)
Purchase of nonmarketable equity securities
(14
)
(4
)
Net cash used in investing activities
(33,790
)
(27,035
)
Financing Activities
Net change in deposits
20,152
15,988
Repayment of borrowed funds
-
(800
)
Cash distributions paid
-
(4,350
)
Net cash provided by financing activities
20,152
10,838
Decrease in Cash and Due from Banks
(4,327
)
(3,119
)
Cash and Due from Banks, Beginning of Period
128,090
100,054
Cash and Due from Banks, End of Period
$
123,763
$
96,935
Supplemental Disclosure of Cash Flows Information
Interest paid
$
4,561
$
2,954
Income taxes paid
$
3,868
$
-
Supplemental Disclosures of Non-Cash Investing Activities
Foreclosed assets acquired in settlement of loans
$
78
$
50

See Notes to Unaudited Consolidated Financial Statements
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
Note 1:
Nature of Operations and Summary of Significant Accounting Policies
Nature of Operati ons
Bank7 Corp. (the “Company”), formerly known as Haines Financial Corp, is a bank holding company whose principal activity is the ownership and management of its wholly owned subsidiary, Bank 7 (the “Bank”).  The Bank is primarily engaged in providing a full range of banking and financial services to individual and corporate customers located in Oklahoma, Kansas, and Texas.  The Bank is subject to competition from other financial institutions.  The Company is subject to the regulation of certain federal agencies and undergoes periodic examinations by those regulatory authorities.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations, and cash flows of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2018, the date of the most recent annual report.  The consolidated balance sheet of the Company as of December 31, 2018 has been derived from the audited consolidated balance sheet of the Company as of that date.  The information contained in the financial statements and footnotes included in Company’s annual report for the year ended December 31, 2018, should be referred to in connection with these unaudited interim consolidated financial statements. Certain information and notes normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, included in the Company’s Form 10-K annual report for 2018 filed with the Securities and Exchange Commission. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the Bank and its subsidiary, 1039 NW 63 rd , LLC, which holds real estate utilized by the Bank.  All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of other real estate owned, other-than-temporary impairments, income taxes, goodwill and intangibles and fair values of financial instruments.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs 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 over the respective term of the loan.
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 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. 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 uncollectability of a loan balance is confirmed. 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 the collectability of 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 and 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 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 nonimpaired 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.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
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 a loan-by-loan basis for commercial and construction loans 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. Accordingly, the Company does not separately identify individual consumer loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606).  The ASU supersedes and replaces nearly all existing revenue recognition guidance, including industry-specific guidance, and establishes a new control-based revenue recognition model for revenue from contracts with customers.  The revenue line items in scope of this ASU have been identified and final assessment is pending; however, the majority of the Company’s financial instruments are not within the scope of Topic 606.  Material revenue streams within the scope of Topic 606 include service charges on deposits.  The guidance in the ASU is effective for annual reporting periods beginning after December 15, 2018.  Based on the revenue streams impacted, this ASU is not expected to have a material impact on the Company’s financial condition or results of operation.  The Company will adopt this ASU for the annual period ending December 31, 2019.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10):  Recognition and Measurement of Financial Assets and Financial Liabilities.  The ASU requires certain equity investments to be measured at fair value with changes recognized in net income.  It also requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purpose and eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value disclosed for financial instruments measured at amortized cost.  The guidance in the ASU is effective for annual reporting periods beginning after December 15, 2018.  The Company will adopt this ASU for the annual period ending December 31, 2019.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).  The ASU requires lessees to recognize a lease liability and a right-of-use asset for all leases, excluding short-term leases, at the commencement date.  The guidance in the ASU is effective for reporting periods beginning after December 15, 2019.  Additionally, a modified retrospective transition approach is required for a leases existing at the earliest comparative period presented.  Management is assessing the impact of this ASU; however, it is not expected to have a material impact on the Company’s financial condition, results of operation, or capital position, but will impact the presentation on the balance sheet of the Company’s current operating leases.  The Company will adopt this ASU in the first quarter of 2020.  A tentative board decision was reached by the FASB at its July 17, 2019 meeting to delay the effective date of Topic 842 by one year for certain entities, including the Company. Issuance of a final ASU related to this decision is expected later in 2019.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326).  The ASU requires the replacement of the current incurred loss model with an expected loss model, referred to as the current expected credit loss (CECL) model.  The guidance in the ASU is effective for reporting periods beginning after December 15, 2021 with a cumulative-effect adjustment to retained earnings required for the first reporting period.  Management is still assessing the impact of this ASU.  The Company will adopt this ASU in the first quarter of 2022.  A tentative board decision was reached by the FASB at its July 17, 2019 meeting to delay the effective date of Topic 326 by one year for certain entities, including the Company. Issuance of a final ASU related to this decision is expected later in 2019.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350):  Simplifying the Test for Goodwill Impairment.  The ASU amends existing guidance to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.  The guidance in the ASU is effective for reporting periods beginning after December 15, 2021 with prospective application.  Management is still assessing the impact of this ASU; however, it is expected that it will not have a significant impact on the Company’s financial condition and results of operations.  The Company will adopt this ASU in the first quarter of 2022.
In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” ASU 2018-13 removes, modifies and adds disclosure requirements on fair value measurements. ASU 2018-13 will be effective for the Company on January 1, 2020. Early adoption is permitted. In addition, early adoption of any removed or modified disclosures and delayed adoption of the additional disclosures until the effective date is also permitted.  It is expected that adoption will not have a significant impact on the Company’s financial condition and results of operations.  The Company will adopt this ASU in the first quarter of 2020.
Note 2:
Change in Capital Structure

On June 26, 2018, the Company amended and restated its Certificate of Incorporation.  The original Certificate of Incorporation was amended to change the name of the Company from Haines Financial Corp to Bank7 Corp.  In addition, the amendment changed the capital structure to authorize the issuance of 50,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), 20,000,000 shares of non-voting common stock, par value $0.01 per share (the “Non-voting Common Stock”), and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).
The Company completed a 24-to-1 stock split of the Company’s outstanding shares of common stock for shareholders on record as of July 6, 2018.  The stock was payable in the form of a dividend on or about July 9, 2018.  Shareholders received 24 additional shares for each share held.  All share and per share amounts in the consolidated financial statements and related notes have been retroactively adjusted to reflect this stock split for all periods presented.

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
Initial Public Offering
On September 20, 2018, the Company completed the initial public offering of its common stock.  In connection with the Company’s initial public offering, the Company sold and issued 2,900,000 shares of common stock at $19 per share.  After deducting the underwriting discounts and offering expenses, the Company received total net proceeds of $50.1 million from the initial public offering.
In connection with the initial public offering, the Company terminated its S Corporation status and became a taxable entity (“C Corporation”) on September 24, 2018. As such, any periods prior to September 24, 2018 will only reflect an effective state income tax rate. As a result of the termination of S Corporation status, we increased our deferred tax asset and recorded an initial tax benefit of $863,000. The deferred tax asset is the result of timing differences in the recognition of income/deductions for generally accepted accounting principles (“GAAP”) and tax purposes.  Net deferred tax assets are included in other assets and no valuation allowance is considered necessary.
We or one of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions.  We are no longer subject to U.S. federal or state tax examinations for years before 2015.
Note 3:
Restriction on Cash and Due from Banks

The Company is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank.  The reserve required at June 30, 2019 was $15.6 million.
Note 4:
Earnings Per Share

Basic earnings per common share represents the amount of earnings for the period available to each share of common stock outstanding during the reporting period. Basic EPS is computed based upon net income divided by the weighted average number of common shares outstanding during the year.
Diluted EPS represents the amount of earnings for the period available to each share of common stock outstanding including common stock that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during each reporting period. Diluted EPS is computed based upon net income dividend by the weighted average number of commons shares outstanding during each period, adjusted for the effect of dilutive potential common shares, such as restricted stock awards and nonqualified stock options, calculated using the treasury stock method.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
The following table shows the computation of basic and diluted earnings per share:
For the three months ended
June 30,
For the six months ended
June 30,
2019
2018
2019
2018
(Dollars in thousands, except per share amounts)
Numerator
Net income
$
5,126
$
6,379
$
10,242
$
12,728
Denominator
Denominator for basic earnings per common share
10,187,500
7,287,500
10,187,500
7,287,500
Dilutive effect of stock compensation (1)
5,149
-
-
-
Denominator for diluted earnings per share
10,192,649
7,287,500
10,187,500
7,287,500
Earnings per common share
Basic
$
0.50
$
0.88
$
1.00
$
1.75
Diluted
$
0.50
$
0.88
$
1.00
$
1.75

(1) Nonqualified stock options outstanding of 163,000 and restricted stock units of 130,000 as of June 30, 2019 have not been included in diluted earnings per share for the six months ended June 30, 2019, and restricted stock units of 130,000 have not been included in diluted earnings per share for the three months ended June 30, 2019 because to do so would have been antidilutive for those periods.

Note 5:
Loans and Allowance for Loan Losses

A summary of loans at June 30, 2019 and December 31, 2018, are as follows (dollars in thousands):
June 30,
2019
December 31,
2018
Construction & development
$
83,291
$
87,267
1-4 family commercial
36,165
33,278
Commercial real estate - other
188,142
156,396
Total commercial real estate
307,598
276,941
Commercial & industrial
256,100
248,394
Agricultural
56,167
62,844
Consumer
13,093
13,723
Gross loans
632,958
601,902
Less allowance for loan losses
(7,836
)
(7,832
)
Less deferred loan fees
(1,508
)
(1,992
)
Net loans
$
623,614
$
592,078

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
The following table presents, by portfolio segment, the activity in the allowance for loan losses for the three months ended June 30, 2019 and 2018 (dollars in thousands):
Construction &
Development
1 - 4 Family
Commercial
Commercial
Real Estate -
Other

Commercial
& Industrial
Agricultural
Consumer
Total
June 30, 2019
Balance, beginning of period
$
1,290
$
452
$
2,087
$
3,068
$
760
$
178
$
7,835
Charge-offs
-
-
-
-
(10
)
-
(10
)
Recoveries
-
1
-
7
3
-
11
Net recoveries
-
1
7
(7
)
-
1
Provision (credit) for loan losses
(259
)
(5
)
242
96
(58
)
(16
)
-
Balance, end of period
$
1,031
$
448
$
2,329
$
3,171
$
695
$
162
$
7,836

Construction &
Development
1 - 4 Family
Commercial
Commercial
Real Estate -
Other
Commercial
& Industrial
Agricultural
Consumer
Total
June 30, 2018
Balance, beginning of period
$
1,465
$
497
$
1,556
$
3,108
$
872
$
201
$
7,699
Charge-offs
-
(25
)
-
(6
)
-
-
(31
)
Recoveries
-
2
2
29
-
1
34
Net recoveries
-
(23
)
2
23
-
1
3
Provision (credit) for loan losses
(182
)
(39
)
414
(118
)
(64
)
(11
)
-
Balance, end of period
$
1,283
$
435
$
1,972
$
3,013
$
808
$
191
$
7,702

The following table presents, by portfolio segment, the activity in the allowance for loan losses for the six months ended June 30, 2019 and 2018 (dollars in thousands):
Construction &
Development
1 - 4 Family
Commercial
Commercial
Real Estate -
Other
Commercial
& Industrial
Agricultural
Consumer
Total
June 30, 2019
Balance, beginning of period
$
1,136
$
433
$
2,035
$
3,231
$
818
$
179
$
7,832
Charge-offs
-
-
-
(4
)
(10
)
-
(14
)
Recoveries
-
2
-
13
3
-
18
Net charge-offs
-
2
-
9
(7
)
-
4
Provision (credit) for loan losses
(105
)
13
294
(69
)
(116
)
(17
)
-
Balance, end of period
$
1,031
$
448
$
2,329
$
3,171
$
695
$
162
$
7,836

Construction &
Development
1 - 4 Family
Commercial
Commercial
Real Estate -
Other
Commercial
& Industrial
Agricultural
Consumer
Total
June 30, 2018
Balance, beginning of period
$
1,407
$
431
$
1,865
$
2,779
$
1,015
$
157
$
7,654
Charge-offs
-
(25
)
-
(61
)
-
-
(86
)
Recoveries
-
2
2
29
-
1
34
Net charge-offs
-
(23
)
2
(32
)
-
1
(52
)
Provision (credit) for loan losses
(124
)
27
105
266
(207
)
33
100
Balance, end of period
$
1,283
$
435
$
1,972
$
3,013
$
808
$
191
$
7,702

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
The following table presents, by portfolio segment, the balance in allowance for loan losses and the gross loans based upon portfolio segment and impairment method as of June 30, 2019 and December 31, 2018 (dollars in thousands):
Construction &
Development
1 - 4 Family
Commercial
Commercial
Real Estate -
Other
Commercial
& Industrial
Agricultural
Consumer
Total
June 30, 2019
Allowance Balance

Ending balance Individually evaluated for impairment
$
-
$
3
$
32
$
-
$
-
$
-
$
35
Collectively evaluated for impairment
1,031
445
2,297
3,171
695
162
7,801
Total
$
1,031
$
448
$
2,329
$
3,171
$
695
$
162
$
7,836
Gross Loans
Ending balance Individually evaluated for impairment
$
-
$
8
$
1,911
$
5,309
$
2,641
$
-
$
9,869
Collectively evaluated for impairment
83,291
36,157
186,231
250,791
53,526
13,093
623,089
Total
$
83,291
$
36,165
$
188,142
$
256,100
$
56,167
$
13,093
$
632,958

December 31, 2018
Allowance Balance
Ending balance Individually evaluated for impairment
$
-
$
-
$
32
$
14
$
-
$
-
$
46
Collectively evaluated for impairment
1,136
433
2,003
3,217
818
179
7,786
Total
$
1,136
$
433
$
2,035
$
3,231
$
818
$
179
$
7,832
Gross Loans
Ending balance Individually evaluated for impairment
$
-
$
115
$
484
$
7,381
$
1,097
$
-
$
9,077
Collectively evaluated for impairment
87,267
33,163
155,912
241,013
61,747
13,723
592,825
Total
$
87,267
$
33,278
$
156,396
$
248,394
$
62,844
$
13,723
$
601,902

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
Internal Risk Categories
Certain loan segments were reclassified during 2018.  Each loan segment is made up of loan categories possessing similar risk characteristics.  The Company’s re-alignment of the segments primarily consisted of reclassifying consumer-related and agricultural-related real estate loans from the real estate category to the consumer and agricultural categories, respectively.  Management believes this accurately represents the risk profile of each loan segment.  In addition, the real estate segment was renamed to commercial real estate, and the commercial segment was renamed to commercial & industrial. The prior period amounts have been revised to conform to the current period presentation.  These reclassifications did not have a significant impact on the allowance for loan losses.
Risk characteristics applicable to each segment of the loan portfolio are described as follows:
Real Estate – The real estate portfolio consists of residential and commercial properties.  Residential loans are generally secured by owner occupied 1–4 family residences.  Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers.  Credit risk in these loans can be impacted by economic conditions within the Company’s market areas that might impact either property values or a borrower’s personal income.  Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.  Commercial real estate loans in this category typically involve larger principal amounts and are repaid primarily from the cash flow of a borrower’s principal business operation, the sale of the real estate or income independent of the loan purpose.  Credit risk in these loans is driven by the creditworthiness of a borrower, property values, the local economy and other economic conditions impacting a borrower’s business or personal income.
Commercial & Industrial – The commercial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions.  The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation.  Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations.
Agricultural – Loans secured by agricultural assets are generally made for the purpose of acquiring land devoted to crop production, cattle or poultry or the operation of a similar type of business on the secured property.  Sources of repayment for these loans generally include income generated from operations of a business on the property, rental income or sales of the property.  Credit risk in these loans may be impacted by crop and commodity prices, the creditworthiness of a borrower, and changes in economic conditions which might affect underlying property values and the local economies in the Company’s market areas.
Consumer – The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes.  Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose.  Credit risk is driven by consumer economic factors, such as unemployment and general economic conditions in the Company’s market area and the creditworthiness of a borrower.
Loan grades are numbered 1 through 4.  Grade 1 is considered satisfactory.  The grades of 2 and 3, or Watch and Special Mention, respectively, represent loans of lower quality and are considered criticized.  Grade of 4, or Substandard, refers to loans that are classified.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
•
Grade 1 (Pass) – These loans generally conform to Bank policies, and are characterized by policy conforming advance rates on collateral, and have well-defined repayment sources. In addition, these credits are extended to Borrowers and/or Guarantors with a strong balance sheet and either substantial liquidity or a reliable income history.

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

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

•
Grade 4 (Substandard) – These loans are not adequately protected by the sound worth and debt service capacity of the Borrower, but may be well secured. They have defined weaknesses relative to cash flow, collateral, financial condition, or other factors that might jeopardize repayment of all of the principal and interest on a timely basis. There is the possibility that a future loss will occur if weaknesses are not remediated.

The Company evaluates the definitions of loan grades and the allowance for loan losses methodology on an ongoing basis.  No changes were made to either during period ended June 30, 2019.
The following table presents the credit risk profile of the Company’s loan portfolio based on internal rating category as of June 30, 2019 and December 31, 2018 (dollars in thousands):
Construction &
Development
1 - 4 Family
Commercial
Commercial
Real Estate -
Other
Commercial
& Industrial
Agricultural
Consumer
Total
June 30, 2019
Grade
1 (Pass)
$
81,053
$
35,463
$
182,645
$
216,425
$
51,287
$
13,093
$
579,966
2 (Watch)
2,238
694
1,510
33,489
110
-
38,041
3 (Special Mention)
-
-
2,076
877
2,129
-
5,082
4 (Substandard)
-
8
1,911
5,309
2,641
-
9,869
Total
$
83,291
$
36,165
$
188,142
$
256,100
$
56,167
$
13,093
$
632,958

Construction &
Development
1 - 4 Family
Commercial
Commercial
Real Estate -
Other
Commercial
& Industrial
Agricultural
Consumer
Total
December 31, 2018
Grade
1 (Pass)
$
84,485
$
29,942
$
154,353
$
204,671
$
57,782
$
13,723
$
544,956
2 (Watch)
2,782
3,221
1,559
36,342
758
-
44,662
3 (Special Mention)
-
-
-
-
3,207
-
3,207
4 (Substandard)
-
115
484
7,381
1,097
-
9,077
Total
$
87,267
$
33,278
$
156,396
$
248,394
$
62,844
$
13,723
$
601,902

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
The following table presents the Company’s loan portfolio aging analysis of the recorded investment in loans as of  June 30, 2019 and December 31, 2018 (dollars in thousands):
Past Due
Total Loans
30–59
Days
60–89
Days
Greater than
90 Days
Total
Current
Total
Loans
> 90 Days &
Accruing
June 30, 2019
Construction & development
$
-
$
-
$
-
$
-
$
83,291
$
83,291
$
-
1 - 4 Family Real Estate
69
-
8
77
36,088
36,165
-
Commercial Real Estate - other
-
-
-
-
188,142
188,142
-
Commercial & industrial
-
-
-
-
256,100
256,100
-
Agricultural
541
-
1,097
1,638
54,529
56,167
1,097
Consumer
99
-
-
99
12,994
13,093
-
Total
$
709
$
-
$
1,105
$
1,814
$
631,144
$
632,958
$
1,097
December 31, 2018
Construction & development
$
-
$
-
$
-
$
-
$
87,267
$
87,267
$
-
1 - 4 Family Real Estate
8
-
-
8
33,270
33,278
-
Commercial Real Estate - other
-
-
-
-
156,396
156,396
-
Commercial & industrial
-
5
-
5
248,389
248,394
-
Agricultural
-
-
-
-
62,844
62,844
-
Consumer
41
-
-
41
13,682
13,723
-
Total
$
49
$
5
$
-
$
54
$
601,848
$
601,902
$
-

The following table presents impaired loans as of June 30, 2019 and December 31, 2018 (dollars in thousands):
Unpaid
Principal
Balance
Recorded
Investment
with No
Allowance
Recorded
Investment
with an
Allowance
Total
Recorded
Investment
Related
Allowance
Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized
Three Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
June 30, 2019
Construction & development
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
1 - 4 Family Real Estate
8
-
8
8
3
713
-
414
-
Commercial Real Estate - other
1,911
-
1,911
1,911
32
1,335
33
1,147
66
Commercial & industrial
5,309
5,309
-
5,309
-
5,290
55
5,940
178
Agricultural
2,641
2,641
-
2,641
-
2,548
48
2,190
105
Consumer
-
-
-
-
-
193
-
193
-
Total
$
9,869
$
7,950
$
1,919
$
9,869
$
35
$
10,079
$
136
$
9,884
$
349

Three Months Ended
June 30, 2018
Six Months Ended
June 30, 2018
December 31, 2018
Construction & development
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
1 - 4 Family Real Estate
115
115
-
115
-
71
8
90
-
Commercial Real Estate - other
1,990
1,506
484
1,990
32
414
144
500
18
Commercial & industrial
7,614
7,359
22
7,381
14
8,880
7
6,207
284
Agricultural
1,097
1,097
-
1,097
-
1,497
-
1,529
40
Consumer
5
-
-
-
-
41
-
37
-
Total
$
10,821
$
10,077
$
506
$
10,583
$
46
$
10,903
$
159
$
8,363
$
342

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

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired.  At June 30, 2019, the Company had $321,000 of commercial loans, $1,911,000 of commercial real estate loans, and $674,000 of agricultural loans that were modified in troubled-debt restructurings and impaired and $501,000 in commercial loan modifications as of December 31, 2018.  There were $2.9 million in newly modified troubled-debt restructurings during the six month period ended June 30, 2019, consisting of $1.9 million of commercial real estate loans, and $1.0 million of agricultural loans, and no newly modified troubled-debt restructurings during the three month period ended June 30, 2019. There were no newly modified TDRs during the year ended December 31, 2018. The modification of the terms of the TDR loans included one or a combination of the following: a reduction of the stated interest rate of the loan; or an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk.  These modifications did not result in any increase or decrease to the allowance for loan losses for the period ending June 30, 2019, primarily due to collateral support provided by the secondary source of repayment and/or the ability of the borrower to service restructured payments. These TDRs resulted in no charge offs during the period ended June 30, 2019.
There were no troubled-debt restructurings modified in the past three months that subsequently defaulted for the period ended June 30, 2019.
The following table represents information regarding nonperforming assets at June 30, 2019 and December 31, 2018 (dollars in thousands):
As of
June 30,
2019
December 31,
2018
Nonaccrual loans
$
2,240
$
2,615
Troubled-debt restructurings (1)
674
-
Accruing loans 90 or more days past due
1,097
-
Total nonperforming loans
$
4,011
$
2,615

(1)
$2.2 million and $501,000 of TDRs as of June 30, 2019 and December 31, 2018, respectively, are included in the nonaccrual loans balance in the line above

Note 6:
Regulatory Matters

The Company and Bank are subject to risk-based capital guidelines issued by the federal banking agencies.  These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company’s and Bank’s assets, liabilities, and certain off-balance-sheet items calculated under regulatory practices.  Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.  Management believes, as of June 30, 2019, that the Company and Bank met all capital adequacy requirements to which they are subject and maintains capital conservation buffers that allow the Company and Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to certain executive officers.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
The Company’s and Bank’s actual capital amounts and ratios are presented in the following table (dollars in thousands):

Actual
Minimum
Capital Requirements
Minimum
To Be Well Capitalized
Under Prompt
Corrective Action
Amount
Ratio
Amount
Ratio
Amount
Ratio
As of June 30, 2019
Total capital to risk-weighted assets
Company
$
104,778
17.16
%
$
48,838
8.00
%
N/A
N/A
Bank
$
104,609
17.16
%
$
48,755
8.00
%
$
60,944
10.00
%
Tier I capital to risk-weighted assets
Company
$
97,145
15.91
%
$
36,629
6.00
%
N/A
N/A
Bank
$
96,988
15.91
%
$
36,566
6.00
%
$
48,755
8.00
%
CET I capital to risk-weighted assets
Company
$
97,145
15.91
%
$
27,471
4.50
%
N/A
N/A
Bank
$
96,988
15.91
%
$
27,425
4.50
%
$
39,613
6.50
%
Tier I capital to average assets
Company
$
97,145
12.34
%
$
31,481
4.00
%
N/A
N/A
Bank
$
96,988
12.35
%
$
31,407
4.00
%
$
39,258
5.00
%
As of December 31, 2018
Total capital to risk-weighted assets
Company
$
92,693
15.86
%
$
46,751
8.00
%
N/A
N/A
Bank
$
93,704
16.03
%
$
46,751
8.00
%
$
58,439
10.00
%
Tier I capital to risk-weighted assets
Company
$
85,382
14.61
%
$
35,063
6.00
%
N/A
N/A
Bank
$
86,393
14.78
%
$
35,063
6.00
%
$
46,751
8.00
%
CET I capital to risk-weighted assets
Company
$
85,382
14.61
%
$
26,298
4.50
%
N/A
N/A
Bank
$
86,393
14.78
%
$
26,298
4.50
%
$
37,985
6.50
%
Tier I capital to average assets
Company
$
85,382
11.13
%
$
30,684
4.00
%
N/A
N/A
Bank
$
86,393
11.26
%
$
30,684
4.00
%
$
38,355
5.00
%

In July 2013, the federal regulatory authorities issued a new capital rule based, in part, on revisions developed by the Basel Committee on Banking Supervision to the Basel capital framework (Basel III).  The Bank became subject to the new rule effective January 1, 2015.  Generally, the new rule implements higher minimum capital requirements, revises the definition of regulatory capital components and related calculations, adds a new common equity tier 1 capital ratio, implements a new capital conservation buffer, increases the risk weighting for past due loans and provides a transition period for several aspects of the new rule.  In addition, banks with less than $250 billion in assets were given a one-time opt-out election under Basel III Capital Rules to filter from regulatory capital certain accumulated other comprehensive income (AOCI) components.  The Bank made the opt-out election and excludes the AOCI components from the capital ratio computations.
The current (new) capital rule provides that, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements.  The buffer is measured relative to risk-weighted assets.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements
As fully phased in, a banking organization with a buffer greater than 2.5% would not be subject to additional limits on dividend payments or discretionary bonus payments; however, a banking organization with a buffer less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero.  The new rule also prohibits a banking organization from making dividend payments or discretionary bonus payments if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% as the beginning of that quarter. Eligible net income is defined as net income for the four calendar quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income.  A summary of payout restrictions based on the capital conservation buffer is as follows:
Capital Conservation Buffer
(as a % of risk-weighted assets)
Maximum Payout
(as a % of eligible retained income)
Greater than 2.5%
No payout limitations applies
≤2.5% and >1.875%
60
%
≤1.875% and >1.25%
40
%
≤1.25% and >0.625%
20
%
≤0.625%
0
%

The Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval.  At June 30, 2019, approximately $42.7 million of retained earnings was available for dividend declaration from the Bank without prior regulatory approval.
Note 7:
Related-Party Transactions

At June 30, 2019 and December 31, 2018, the Company had loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties) approximating $6.2 million and $6.9 million, respectively.  A summary of these loans is as follows (dollars in thousands):
Balance
Beginning of
the Period
Additions
Collections/
Terminations
Balance
End of
the Period
For the six months ended June 30, 2019
$
6,897
$
2,613
$
(3,355
)
$
6,155
Year ended December 31, 2018
$
6,684
$
7,319
$
(7,106
)
$
6,897

In management’s opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons.  Further, in management’s opinion, these loans did not involve more than normal risk of collectability or present other unfavorable features.
The Bank leases office and retail banking space in Woodward, Oklahoma from Haines Realty Investments Company, LLC, a related party of the Company.  Lease expense totaled $46,000 for the three months ended June 30, 2019 and 2018, and $92,000 for the six months ended June 30, 2019 and 2018.  In addition, payroll and office sharing arrangements were in place between the Company and certain of its affiliates.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements

Note 8:
Employee Benefits
401(k) Savings Plan
The Company has a retirement savings 401(k) plan covering substantially all employees.  Employees may contribute up to the maximum legal limit with the Bank matching up to 5% of the employee’s salary. Employer contributions charged to expense for the three months ended June 30, 2019 and 2018 totaled $55,000 and $43,000, respectively.   Employer contributions charged to expense for the six months ended June 30, 2019 and 2018 totaled $121,000 and $93,000, respectively.
Stock-Based Compensation
The Company adopted a nonqualified incentive stock option plan (the “Bank7 Corp. 2018 Equity Incentive Plan”) in September 2018. The Bank7 Corp. 2018 Equity Incentive Plan will terminate in September 2028, if not extended. Compensation expense related to the Plan for the three and six month periods ended June 30, 2019 totaled $158,000 and $329,000, respectively.
In connection with its IPO in September 2018, the Company granted to employees restricted stock units (RSUs) which vest ratably over five years and stock options which vest ratably over four years.  All RSUs and stock options were granted at the fair value of the common stock at the time of the award.  The RSUs are considered fixed awards as the number of shares and fair value are known at the date of grant and the fair value at the grant date is amortized over the vesting and/or service period.
The Company uses newly issued shares for granting RSUs and stock options.
The following table is a summary of the stock option activity under the Bank7 Corp. 2018 Equity Incentive Plan (dollar amounts in thousands, except per share data):
Options
Wgtd. Avg.
Exercise Price
Wgtd. Avg.
Remaining
Contractual Term
Aggregate
Intrinsic
Value
Six Months Ended June 30, 2019
Outstanding at December 31, 2018
150,000
$
19.00
Options Granted
20,500
16.98
Options Exercised
-
-
Options Forfeited
(7,500
)
19.00
Outstanding at June 30, 2019
163,000
$
18.75
9.29
$
31
Exercisable at June 30, 2019
-
-
-
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the expected term.  The fair value of each option is expensed over its vesting period.
Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements

The following table shows the assumptions used for computing stock-based compensation expense under the fair value method on options granted during the periods presented:
Three Months Ended
June 30, 2019
Six Months Ended
June 30, 2019
Risk-free interest rate
2.44
%
2.48
%
Dividend yield
2.20
%
2.20
%
Stock price volatility
31.14
%
31.14
%
Expected term
7.01 yrs
7.01 yrs
The following table summarizes share information about RSUs for the six months ended June 30, 2019:
Number of
Shares
Wgtd. Avg. Grant
Date Fair Value
Outstanding at December 31, 2018
130,000
$
19.09
Shares granted
-
-
Shares settled
-
-
Shares forfeited
-
-
End of the period balance
130,000
$
19.09

As of June 30, 2019, there was approximately $2.1 million of unrecognized compensation expense related to 130,000 unvested RSUs and $452,000 of unrecognized compensation expense related to 163,000 unvested stock options.  The stock option expense is expected to be recognized over a weighted average period of four years, and the RSU expense is expected to be recognized over a weighted average period of five years.  As of June 30, 2019, no RSUs or stock options were vested.
Note 9:
Disclosures About Fair Value of Assets and Liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs.  There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1
Quoted prices in active markets for identical assets or liabilities

Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3
Unobservable inputs supported by little or no market activity and significant to the fair value of the assets or liabilities
Recurring Measurements
There were no assets measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018.

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements

Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2019 and December 31, 2018 (dollars in thousands):
Fair Value
(Level 1)
(Level 2)
(Level 3)
June 30, 2019
Impaired loans (collateral- dependent)
$
1,919
$
-
$
-
$
1,919
Foreclosed assets held for sale
$
188
$
-
$
-
$
188
December 31, 2018
Impaired loans (collateral-dependent)
$
506
$
-
$
-
$
506
Foreclosed assets held for sale
$
110
$
-
$
-
$
110
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.  For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Collateral-Dependent Impaired Loans, Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on fair value, less estimated cost to sell.  Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.
The Company considers evaluation analysis as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value.  Values of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by executive management and loan administration.  Values are reviewed for accuracy and consistency by executive management and loan administration.  The ultimate collateral values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral.
Foreclosed Assets Held for Sale
Foreclosed assets held for sale are carried at the lower of fair value at acquisition date or current estimated fair value, less estimated cost to sell when the asset is acquired.  Estimated fair value of foreclosed assets is based on appraisals or evaluations.  Foreclosed assets held for sale are classified within Level 3 of the fair value hierarchy.

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements

Appraisals of foreclosed assets held for sale are obtained when the asset is acquired and subsequently as deemed necessary by the Company.  Appraisals are reviewed for accuracy and consistency by executive management and loan administration.
Unobservable (Level 3) Inputs
The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.
Fair Value
Valuation
Technique
Unobservable
Inputs
Weighted-
Average
June 30, 2019


Collateral-dependent impaired loans
$
1,919
Appraisals from comparable properties
Estimated cost to sell
3-5
%


Foreclosed assets held for sale
$
188
Appraisals from comparable properties
Estimated cost to sell
7-10
%
December 31, 2018
Collateral-dependent impaired loans
$
506
Appraisals from comparable properties
Estimated cost to sell
7-10
%


Foreclosed assets held for sale
$
110
Appraisals from comparable properties
Estimated cost to sell
7-10
%

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements

The following tables presents estimated fair values of the Company’s financial instruments not     recorded at fair value at June 30, 2019 and December 31, 2018 (dollars in thousands):

Carrying
Fair Value Measurements
Amount
Level 1
Level 2
Level 3
Total
June 30, 2019
Financial Assets
Cash and due from banks
$
123,763
$
123,763
$
-
$
-
$
123,763
Interest-bearing time deposits in other banks
$
32,632
$
-
$
32,631
$
-
$
32,631
Loans, net of allowance
$
623,614
$
-
$
621,399
$
1,919
$
623,318
Mortgage loans held for sale
$
8
$
-
$
8
$
-
$
8
Nonmarketable equity securities
$
1,069
$
-
$
1,069
$
-
$
1,069
Interest receivable
$
4,270
$
-
$
4,270
$
-
$
4,270
Financial Liabilities
Deposits
$
696,055
$
-
$
696,015
$
-
$
696,015
Interest payable
$
607
$
-
$
607
$
-
$
607
December 31, 2018
Financial Assets
Cash and due from banks
$
128,090
$
128,090
$
-
$
-
$
128,090
Interest-bearing time deposits in other banks
$
31,759
$
-
$
31,758
$
-
$
31,758
Loans, net of allowance
$
592,078
$
-
$
591,893
$
506
$
592,399
Mortgage loans held for sale
$
512
$
-
$
512
$
-
$
512
Nonmarketable equity securities
$
1,055
$
-
$
1,055
$
-
$
1,055
Interest receivable
$
4,538
$
-
$
4,538
$
-
$
4,538
Financial Liabilities
Deposits
$
675,903
$
-
$
675,017
$
-
$
675,017
Interest payable
$
461
$
-
$
461
$
-
$
461

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value:

Cash and Due from Banks, Interest-Bearing Time Deposits in Other Banks, Nonmarketable Equity Securities, Interest Receivable and Interest Payable
The carrying amount approximates fair value.
Loans and Mortgage Loans Held for Sale
The fair value of loans is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.

Deposits
Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

Bank7 Corp.
Notes to Unaudited Consolidated Financial Statements

Commitments to Extend Credit, Lines of Credit and Standby Letters of Credit
The fair values of unfunded commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair values of standby letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The estimated fair values of the Company’s commitments to extend credit, lines of credit and standby letters of credit were not material at June 30, 2019 or December 31, 2018.

Note 10:
Financial Instruments with Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and standby letters of credit.  Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the accompanying consolidated balance sheets.  The following summarizes those financial instruments with contract amounts representing credit risk as of June 30, 2019 and December 31, 2018 (dollars in thousands):
June 30,
2019
December 31,
2018
Commitments to extend credit
$
172,621
$
135,015
Financial and performance standby letters of credit
2,003
1,078
$
174,624
$
136,093

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Each instrument generally has fixed expiration dates or other termination clauses.  Since many of the instruments are expected to expire without being drawn upon, total commitments to extend credit amounts do not necessarily represent future cash requirements.  The Company evaluates each customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary, by the Company upon extension of credit is based on management’s credit evaluation of the customer.  Standby letters of credit are irrevocable conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
Note 11:
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 5 regarding loans.  Current vulnerabilities due to off-balance sheet credit risk are discussed in Note 10 .
As of June 30, 2019, hospitality loans were 22% of gross total loans with outstanding balances of $138.8 million and unfunded commitments of $29.2 million; energy loans were 19% of gross total loans with outstanding balances of $118.3 million and unfunded commitments of $28.5 million.

ITEM 2.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2018.
Unless the context indicates otherwise, references in this management’s discussion and analysis to “we”, “our”, and “us,” refer to Bank7 Corp. and its consolidated subsidiaries.  All references to “the Bank” refer to Bank7, our wholly owned subsidiary.

General

We are Bank7 Corp., a bank holding company headquartered in Oklahoma City, Oklahoma. Through our wholly-owned subsidiary, Bank7, we operate nine locations in Oklahoma, the Dallas/Fort Worth, Texas metropolitan area and Kansas. We are focused on serving business owners and entrepreneurs by delivering fast, consistent and well-designed loan and deposit products to meet their financing needs. We intend to grow organically by selectively opening additional branches in our target markets and we will also pursue strategic acquisitions.
As a bank holding company, we generate most of our revenue from interest income on loans and from short-term investments. The primary source of funding for our loans and short-term investments are deposits held by our subsidiary, Bank7. We measure our performance by our return on average assets, return on average equity, earnings per share, capital ratios, and our efficiency ratio, which is calculated by dividing noninterest expense by the sum of net interest income on a tax equivalent basis and noninterest income.
As of June 30, 2019, we had total assets of $798.4 million, total loans of $631.5 million, total deposits of $696.1 million and total shareholders’ equity of $99.0 million. In September 2018, in conjunction with our initial public offering, we terminated our status as an S Corporation and elected to be treated as a C Corporation. As this termination occurred at the end of the third quarter, we have presented information as pre-tax and pro forma numbers in the non-GAAP reconciliation below.
Our Initial Public Offering
Our initial public offering, or IPO, closed on September 24, 2018 and a total of 2,900,000 shares of common stock were sold at $19.00 per share. After deducting underwriting discounts and offering expenses, the Company received total net proceeds of $50.1 million from the initial public offering and the exercise of the underwriter option. Upon completion of the IPO, the Company became a publicly traded company with our common stock listed on The NASDAQ Global Select Market under the symbol “BSVN”.
GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures discussed in this Form 10-Q as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Form 10-Q should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Form 10-Q may differ from that of other companies reporting measures with similar names. It is important to understand how other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this communication when comparing such non-GAAP financial measures.

Exclusion of loan fee income . We calculate (1) yield on loans (excluding loan fee income) as interest income on loans less loan fee income divided by average total loans and (2) net interest margin (excluding loan fee income) as net interest income less loan fee income divided by average interest-earning assets. The most directly comparable GAAP financial measure for yield on loans (excluding loan fee income) is yield on loans and for net interest margin (excluding loan fee income) is net interest margin. The following table reconciles, as of the dates set forth below, yield on loans (excluding loan fee income) to yield on loans and net interest margin (excluding loan fee income) to net interest margin: The most directly comparable GAAP financial measure for yield on loans (excluding loan fee income) is yield on loans and for net interest margin (excluding loan fee income) is net interest margin. The following table reconciles, as of the dates set forth below, yield on loans (excluding loan fee income) to yield on loans and net interest margin (excluding loan fee income) to net interest margin.

Three months ended
June 30,
Six months ended
June 30,
(Dollars in thousands, except per share data)
2019
2018
2019
2018
Loan interest income (excluding loan fees)
Total loan interest income, including loan fee income
$
12,101
$
10,583
$
23,723
$
21,408
Loan fee income
(1,369
)
(1,117
)
(2,658
)
(2,949
)
Loan interest income excluding loan fee income
$
10,732
$
9,466
$
21,065
$
18,459
Average total loans
$
613,892
$
572,003
$
600,224
$
568,939
Yield on loans (including loan fee income)
7.91
%
7.42
%
7.97
%
7.53
%
Yield on loans (excluding loan fee income)
7.01
%
6.64
%
7.08
%
6.49
%
Net interest margin (excluding loan fees)
Net interest income
$
10,583
$
9,439
$
20,936
$
19,300
Loan fee income
(1,369
)
(1,117
)
(2,658
)
(2,949
)
Net interest income excluding loan fees
$
9,214
$
8,322
$
18,278
$
16,351
Average earning assets
$
777,190
$
704,245
$
761,607
$
697,905
Net interest margin (including loan fee income)
5.46
%
5.38
%
5.54
%
5.53
%
Net interest margin (excluding loan fee income)
4.76
%
4.74
%
4.84
%
4.69
%

S Corporation Status
Since our formation in 2004, we have elected to be taxed for U.S. federal income tax purposes as an S Corporation. As a result, our net income has not been subject to, and we have not paid, U.S. federal or state income taxes, and we have not been required to make any provision or recognize any liability for U.S. federal income tax in our financial statements. The consummation of our initial public offering resulted in the termination of our status as an S Corporation and in our taxation as a C Corporation for U.S. federal and state income tax purposes. Upon the termination of our status as an S Corporation, we commenced paying U.S. federal income tax on our pre-tax net income for each year (including the short year beginning on the date our status as an S Corporation terminated), and our financial statements reflect a provision for U.S. federal income tax. As a result of this change, in order to enhance the comparability of the periods presented, we have, on a pro forma basis, tax-affected the net income and earnings per share data presented in our historical financial statements and the other financial information set forth in this report (unless otherwise specified).

Pre-tax, pre-provision net earnings is defined as income before taxes and provision for loan losses.  We believe the most directly comparable GAAP financial measure is income before taxes.  Disclosure of this measure enables you to compare our operations to those of other banking companies before consideration of taxes and provision expense, which some investors may consider to be a more appropriate comparison given our S Corporation status and recaptures from the allowance for loan losses.  We calculate our pro forma provision for income taxes and pro-forma net income, return on average assets, return on average equity, and per share amounts by using a combined C Corporation effective tax rate for federal and state income taxes of 25.1% in 2018.  We used an actual combined C Corporation effective tax rate of 25.0% for the three and six month periods ended June 30, 2019.  This calculation reflects only the change in our status as an S Corporation and does not give any effect to any other transaction.

Three months ended
June 30,
Six months ended
June 30,
(Dollars in thousands, except per share data)
Actual
Pro Forma
Actual
Pro Forma
2019
2018
2019
2018
Pre-tax, pre-provision net earnings
Net income before income taxes
$
6,830
$
6,379
$
13,651
$
12,728
Plus: Provision (reversal of) for loan losses
-
-
-
(100
)
Pre-tax, pre-provision net earnings
$
6,830
$
6,379
$
13,651
$
12,828
Adjusted provision for income tax
Net income before income taxes
$
6,830
$
6,379
$
13,651
$
12,728
Total effective adjusted tax rate
25.0
%
25.1
%
25.0
%
25.1
%
Adjusted provision for income taxes
$
1,704
$
1,598
$
3,409
$
3,189
Tax-adjusted net income
Net income before income taxes
$
6,830
$
6,379
$
13,651
$
12,728
Adjusted provision for income taxes
1,704
1,598
3,409
3,189
Tax-adjusted net income
$
5,126
$
4,781
$
10,242
$
9,539
Tax-adjusted ratios and per share data
Tax-adjusted net income (numerator)
$
5,126
$
4,781
$
10,242
$
9,539
Average assets (denominator)
$
786,773
$
712,827
$
770,621
$
706,560
Tax-adjusted return on average assets
2.61
%
2.69
%
2.68
%
2.72
%
Average shareholders' equity (denominator)
$
96,044
$
75,350
$
93,443
$
73,395
Tax-adjusted return on average shareholders' equity
21.41
%
25.45
%
22.10
%
25.99
%
Average tangible common equity (denominator)
$
94,128
$
73,223
$
91,498
$
71,241
Tax-adjusted return on average tangible common equity
21.84
%
26.19
%
22.57
%
27.00
%
Weighted average common shares outstanding basic (denominator)
10,187,500
7,287,500
10,187,500
7,287,500
Tax-adjusted net income per common share--basic
$
0.50
$
0.66
$
1.00
$
1.31
Weighted average common shares outstanding diluted (denominator)
10,192,649
7,287,500
10,187,500
7,287,500
Tax-adjusted net income per common share--diluted
$
0.50
$
0.66
$
1.00
$
1.31

For the three and six month periods ended June 30, 2018, results are presented on a pro forma basis by using a combined C Corporation effective tax rate for federal and Oklahoma income taxes of 25.1%. For the three and six month periods ended June 30, 2019, results presented are actual results, which reflect the income taxes incurred in accordance with our status as a C Corporation.

Tangible Common Equity and Tangible Book Value Per Share. We calculate (1) tangible equity as total shareholders’ equity less goodwill and other intangibles; and (2) tangible book value per share as tangible equity divided by our shares outstanding at the end of the relevant period. The most directly comparable GAAP financial measure for tangible book value per share is book value per share.

Tangible Shareholders’ Equity to Tangible Assets. We calculate (1) tangible assets as total assets less goodwill and other intangibles; and (2) tangible shareholders’ equity to tangible assets as tangible equity (as defined in the preceding paragraph) divided by tangible assets at the end of the relevant period. The most directly comparable GAAP financial measure for tangible shareholders’ equity to tangible assets is total shareholders’ equity to total assets.

We believe that tangible book value per share and tangible shareholders’ equity to tangible assets are measures that are important to many investors in the marketplace who are interested in changes from period to period in our shareholders’ equity exclusive of changes in intangible assets. Intangible assets have the effect of increasing total shareholders’ equity while not increasing our tangible book value per share or tangible shareholders’ equity to tangible assets. The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible shareholders’ equity, total assets to tangible assets and presents tangible book value per share compared to book value per share and tangible shareholders’ equity to tangible assets to total shareholders’ equity to total assets:

June 30,
(Dollars in thousands, except per share data)
2019
2018
Tangible stockholders' equity
Total stockholders' equity
$
99,037
$
77,553
Less: Goodwill and other intangibles
(1,892
)
(2,098
)
Tangible stockholders' equity
$
97,145
$
75,455
Tangible assets
Total assets
$
798,448
$
727,607
Less: Goodwill and other intangibles
(1,892
)
(2,098
)
Tangible assets
$
796,556
$
725,509
Tangible stockholders' equity
Tangible stockholders' equity (numerator)
$
97,145
$
75,455
Tangible assets (denominator)
$
796,556
$
725,509
Tangible common equity to tangible assets
12.20
%
10.40
%
End of period common shares outstanding
10,187,500
7,287,500
Book value per share
$
9.72
$
10.64
Tangible book value per share
$
9.54
$
10.35
Total shareholders' equity to total assets
12.40
%
10.66
%

Results of Operations

Performance Summary. For the second quarter of 2019 we reported pre-tax income of $6.8 million, compared to pre-tax income of $6.4 million for the second quarter of 2018.  For the first six months of 2019 we reported pre-tax income of $13.7 million, compared to $12.7 million for the same period in 2018.  For the second quarter of 2019, interest income increased by $1.9 million, or 17.3%, compared to the second quarter of 2018. For the first six months of 2019, interest income was $25.6 million, compared to $22.5 million for the same period in 2018. For the second quarter of 2019, average total loans were $613.9 million with loan yields of 7.9% as compared to $572.0 million and loan yields of 7.4% for the second quarter of 2018. For the first six months of 2019, average total loans were $600.2 million with loan yields of 8.0% as compared to $568.9 million and loan yields of 7.5% for the same period in 2018.

Pre-tax return on average assets was 3.48% for the second quarter of 2019, as compared to 3.59% for the same period in 2018.  The pre-tax return on average equity was 28.52% for the second quarter of 2019, as compared to 33.96% a year ago.  Pre-tax return on average assets was 3.57% for the six months ended June 30, 2019, as compared to 3.63% for the same period in 2018.  The pre-tax return on average equity was 29.46% for the six months ended June 30, 2019, as compared to 34.97% a year ago.  The efficiency ratio was 37.2% for the three months ended June 30, 2019, as compared to 35.7% for the same period in 2018. The efficiency ratio was 36.4% for the six months ended June 30, 2019, as compared to 36.6% for the same period in 2018.

Net Interest Income and Net Interest Margin Including Loan Fee Income. Net interest income, representing interest income less interest expense, was the primary contributor to income and earnings for the periods shown. Interest income is generated from interest earned on loans, dividends, and interest earned on deposits at other institutions.  Interest expense is incurred on interest-bearing liabilities including deposits and other borrowings. Net interest income is evaluated by measuring (i) yield on loans and other interest-earning assets, (ii) the costs of deposits and other funding sources and (iii) net interest margin. Net interest margin is calculated as the annualized net interest income divided by average interest-earning assets.

Changes in market interest rates and interest rates earned on interest-earning assets or paid on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest margin and net interest income.

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

Net Interest Margin With Loan Fee Income
For the Three Months Ended June 30,
2019
2018
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate
(Dollars in thousands)
Interest-earning assets:
Short-term investments (1)
$
162,056
$
941
2.33
%
$
131,084
$
554
1.70
%
Investment securities (2)
1,063
24
9.06
1,051
—
0.00
Loans held for sale
179
—
0.00
107
—
0.00
Total loans (3)
613,892
12,101
7.91
572,003
10,583
7.42
Total interest-earning assets
777,190
13,066
6.74
704,245
11,137
6.34
Noninterest-earning assets
9,583
8,582
Total assets
$
786,773
$
712,827
Funding sources:
Interest-bearing liabilities:
Deposits:
Transaction accounts
$
294,926
1,388
1.89
%
$
232,128
794
1.37
%
Time deposits
205,978
1,095
2.13
232,925
846
1.46
Total interest-bearing deposits
500,904
2,483
1.99
465,053
1,640
1.41
Other borrowings
—
—
0.00
4,800
58
4.85
Total interest-bearing liabilities
500,904
2,483
1.99
469,853
1,698
1.45
Noninterest-bearing liabilities:
Noninterest-bearing deposits
185,715
163,815
Other noninterest-bearing liabilities
4,110
3,809
Total noninterest-bearing liabilities
189,825
167,624
Shareholders’ equity
96,044
75,350
Total liabilities and shareholders’ equity
$
786,773
$
712,827
Net interest income including loan fee income
$
10,583
$
9,439
Net interest spread including loan fee income (4)
4.75
%
4.89
%
Net interest margin including loan fee income
5.46
%
5.38
%

(1)
Includes income and average balances for fed funds sold, interest-earning deposits in banks and other miscellaneous interest-earning assets.

(2)
Includes income and average balances for FHLB and FRB stock.

(3)
Non-accrual loans are included in loans.

(4)
Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

For the second quarter of 2019 compared to the second quarter of 2018:

-
Interest income on short term investments totaled $941,000 as compared to $554,000, an increase of $387,000 or 69.9% which was attributable to a $32.4 million increase in interest-bearing deposits at other institutions and a 71.4 basis point, or 42.7% increase in average yield.

-
Total interest income on loans, including loan fee income, increased $1.5 million or 14.3% to $12.1 million which was attributable to a $41.9 million increase in the average balance of loans to $613.9 million as compared with the average balance of $572.0 million for the second quarter of 2018.

-
Loan fees totaled $1.4 million, an increase of $252,000 or 22.6% compared to the second quarter of 2018 which was attributable to loan growth during the second quarter of 2019.

-
Yield on our interest earning assets totaled 6.74%, an increase of 40 basis points or 6.3%, compared to yield on our interest earning assets of 6.34% for the second quarter of 2018; and

-
Net interest margin for the second quarter of 2019 was 5.46% compared to 5.38% for the second quarter of 2018.

Net Interest Margin With Loan Fee Income
For the Six Months Ended June 30,
2019
2018
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate
(Dollars in thousands)
Interest-earning assets:
Short-term investments (1)
$
160,129
$
1,896
2.39
%
$
127,773
$
1,069
1.67
%
Investment securities (2)
1,059
24
4.57
1,050
—
0.00
Loans held for sale
195
—
0.00
143
—
0.00
Total loans (3)
600,224
23,723
7.97
568,939
21,408
7.53
Total interest-earning assets
761,607
25,643
6.79
697,905
22,477
6.44
Noninterest-earning assets
9,014
8,655
Total assets
$
770,621
$
706,560
Funding sources:
Interest-bearing liabilities:
Deposits:
Transaction accounts
$
290,204
2,687
1.87
%
$
221,490
1,406
1.27
%
Time deposits
199,276
2,020
2.04
238,093
1,653
1.39
Total interest-bearing deposits
489,480
4,707
1.94
459,583
3,059
1.33
Other borrowings
—
—
0.00
5,083
118
4.64
Total interest-bearing liabilities
489,480
4,707
1.94
464,666
3,177
1.37
Noninterest-bearing liabilities:
Noninterest-bearing deposits
182,760
164,934
Other noninterest-bearing liabilities
4,938
3,565
Total noninterest-bearing liabilities
187,698
168,499
Shareholders’ equity
93,443
73,395
Total liabilities and shareholders’ equity
$
770,621
$
706,560
Net interest income including loan fee income
$
20,936
$
19,300
Net interest spread including loan fee income (4)
4.85
%
5.07
%
Net interest margin including loan fee income
5.54
%
5.53
%

(1)
Includes income and average balances for fed funds sold, interest-earning deposits in banks and other miscellaneous interest-earning assets.

(2)
Includes income and average balances for FHLB and FRB stock.

(3)
Non-accrual loans are included in loans.

(4)
Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

For the first six months of 2019 compared to the same period in 2018:

-
Interest income on short term investments totaled $1.9 million as compared to $1.1 million, an increase of $827,000 or 77.4% which was attributable to a $32.4 million increase in interest-bearing deposits at other institutions and a 71.4 basis point, or 42.7% increase in average yield.

-
Total interest income on loans, including loan fee income, increased $2.3 million or 10.8% to $23.7 million which was attributable to a $31.3 million increase in the average balance of loans to $600.2 million as compared with the average balance of $568.9 million for the second quarter of 2018.

-
Loan fees totaled $2.7 million, a decrease of $291,000 or 9.9%, which was attributable to nonrecurring loan fee income earned during the first six months of 2018.

-
Yield on our interest earning assets totaled 6.79%, an increase of 35 basis points or 5.4%, compared to yield on our interest earning assets of 6.44% for the second quarter of 2018, and

-
Net interest margin for the second quarter of 2019 was 5.54% compared to 5.53% for the second quarter of 2018.

Net Interest Income and Net Interest Margin Excluding Loan Fee Income. Due to higher levels of nonrecurring loan fee income in 2018, we have illustrated our net interest margin below, excluding loan fee income.  Net interest income, representing interest income less interest expense, was the primary contributor to income and earnings for the periods shown below. Interest income is generated from interest earned on loans, dividends, and interest earned on deposits at other institutions.  Interest expense is incurred on interest-bearing liabilities including deposits and other borrowings. Net interest income is evaluated by measuring (i) the yield on loans and other interest-earning assets, (ii) the costs of deposits and other funding sources and (iii) net interest margin. Net interest margin is calculated as the annualized net interest income divided by average interest-earning assets.

Changes in market interest rates on interest-earning assets, or paid by us on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest margin and net interest income.

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

Net Interest Margin Excluding Loan Fee Income
For the Three Months Ended June 30,
2019
2018
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate
(Dollars in thousands)
Interest-earning assets:
Short-term investments (1)
$
162,056
$
941
2.33
%
$
131,084
$
554
1.70
%
Investment securities (2)
1,063
24
9.06
1,051
—
0.00
Loans held for sale
179
—
0.00
107
—
0.00
Total loans (3)
613,892
10,732
7.01
572,003
9,466
6.64
Total interest-earning assets
777,190
11,697
6.04
704,245
10,020
5.71
Noninterest-earning assets
9,583
8,582
Total assets
$
786,773
$
712,827
Funding sources:
Interest-bearing liabilities:
Deposits:
Transaction accounts
$
294,926
1,388
1.89
%
$
232,128
794
1.37
%
Time deposits
205,978
1,095
2.13
232,925
846
1.46
Total interest-bearing deposits
500,904
2,483
1.99
465,053
1,640
1.41
Other borrowings
—
—
0.00
4,800
58
4.85
Total interest-bearing liabilities
500,904
2,483
1.99
469,853
1,698
1.45
Noninterest-bearing liabilities:
Noninterest-bearing deposits
185,715
163,815
Other noninterest-bearing liabilities
4,110
3,809
Total noninterest-bearing liabilities
189,825
167,624
Shareholders’ equity
96,044
75,350
Total liabilities and shareholders’ equity
$
786,773
$
712,827
Net interest income excluding loan fee income
$
9,214
$
8,322
Net interest spread excluding loan fee income (4)
4.05
%
4.26
%
Net interest margin excluding loan fee income
4.76
%
4.74
%

(1)
Includes income and average balances for fed funds sold, interest-earning deposits in banks and other miscellaneous interest-earning assets.

(2)
Includes income and average balances for FHLB and FRB stock.

(3)
Non-accrual loans are included in loans.

(4)
Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

For the second quarter of 2019 compared to the second quarter of 2018:

-
Interest income on short term investments totaled $941,000 as compared to $554,000, an increase of $387,000 or 69.9% which was attributable to a $32.4 million increase in interest-bearing deposits at other institutions and a 71.4 basis point, or 42.7% increase in average yield.

-
Total interest income on loans, excluding loan fee income, increased $1.3 million or 13.4% to $10.7 million which was attributable to a $41.9 million increase in the average balance of loans to $613.9 million as compared with the average balance of $572.0 million for the second quarter of 2018.

-
Yield on loans, excluding loan fee income, totaled 7.01%, an increase of 37 basis points or 5.6%, compared to yield on loans excluding fee income of 6.64% for the second quarter of 2018, and
-
Net interest margin, excluding loan fee income, for the second quarter of 2019 was 4.76% compared to 4.74% for the second quarter of 2018.

Net Interest Margin Excluding Loan Fee Income
For the Six Months Ended June 30,
2019
2018
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate
(Dollars in thousands)
Interest-earning assets:
Short-term investments (1)
$
160,129
$
1,896
2.39
%
$
127,773
$
1,069
1.67
%
Investment securities (2)
1,059
24
4.57
1,050
—
0.00
Loans held for sale
195
—
0.00
143
—
0.00
Total loans (3)
600,224
21,065
7.08
568,939
18,459
6.49
Total interest-earning assets
761,607
22,985
6.09
697,905
19,528
5.60
Noninterest-earning assets
9,014
8,655
Total assets
$
770,621
$
706,560
Funding sources:
Interest-bearing liabilities:
Deposits:
Transaction accounts
$
290,204
2,687
1.87
%
$
221,490
1,406
1.27
%
Time deposits
199,276
2,020
2.04
238,093
1,653
1.39
Total interest-bearing deposits
489,480
4,707
1.94
459,583
3,059
1.33
Other borrowings
—
—
0.00
5,083
118
4.64
Total interest-bearing liabilities
489,480
4,707
1.94
464,666
3,177
1.37
Noninterest-bearing liabilities:
Noninterest-bearing deposits
182,760
164,934
Other noninterest-bearing liabilities
4,938
3,565
Total noninterest-bearing liabilities
187,698
168,499
Shareholders’ equity
93,443
73,395
Total liabilities and shareholders’ equity
$
770,621
$
706,560
Net interest income excluding loan fee income
$
18,278
$
16,351
Net interest spread excluding loan fee income (4)
4.15
%
4.23
%
Net interest margin excluding loan fee income
4.84
%
4.69
%

(1)
Includes income and average balances for fed funds sold, interest-earning deposits in banks and other miscellaneous interest-earning assets.

(2)
Includes income and average balances for FHLB and FRB stock.

(3)
Non-accrual loans are included in loans.

(4)
Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

For the first six months of 2019 compared to the same period in 2018:

-
Interest income on short term investments totaled $1.9 million as compared to $1.1 million, an increase of $827,000 or 77.4% which was attributable to a $32.4 million increase in interest-bearing deposits at other institutions and a 71.4 basis point, or 42.7% increase in average yield.

-
Total interest income on loans, excluding loan fee income, increased $2.6 million or 14.1% to $21.1 million which was attributable to a $31.3 million increase in the average balance of loans to $600.2 million as compared with the average balance of $568.9 million for the first six months of 2018.

-
Yield on loans, excluding loan fee income, totaled 7.08%, an increase of 59 basis points or 9.1%, compared to yield on loans excluding fee income of 6.49% for the same period in 2018, and

-
Net interest margin, excluding loan fee income, for the second quarter of 2019 was 4.84% compared to 4.69% for the same period in 2018.

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

Analysis of Changes in Interest Income and
Expenses Including Loan Fee Income
For the Three Months Ended
June 30, 2019 over 2018
Change due to:
Volume (1)
Rate (1)
Interest
Variance
(Dollars in thousands)
Increase (decrease) in interest income:
Short-term investments
$
131
$
256
$
387
Investment securities
-
24
24
Total loans
775
743
1,518
Total increase in interest income
906
1,023
1,929
Increase (decrease) in interest expense:
Deposits
Transaction accounts
215
379
593
Time deposits
(98
)
347
249
Total interest-bearing deposits
117
725
842
Other borrowings
(58
)
0
(58
)
Total increase in interest expense
59
725
784
Increase (Decrease) in net interest income
$
847
$
297
$
1,144
Analysis of Changes in Interest Income and
Expenses Including Loan Fee Income
For the Six Months Ended
June 30, 2019 over 2018
Change due to:
Volume (1)
Rate (1)
Interest
Variance
(Dollars in thousands)
Increase (decrease) in interest income:
Short-term investments
$
268
$
559
$
828
Investment Securities
-
24
24
Total loans
1,168
1,147
2,315
Total increase in interest income
1,436
1,730
3,167
Increase (decrease) in interest expense:
Deposits
Transaction accounts
433
848
1,280
Time deposits
(267
)
634
367
Total interest-bearing deposits
165
1,483
1,647
Other borrowings
(117
)
(1
)
(118
)
Total increase in interest expense
48
1,482
1,529
Increase (Decrease) in net interest income
$
1,388
$
248
$
1,636

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

Provision for Loan Losses

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

The allowance as a percentage of loans was 1.24% at June 30, 2019 as compared to 1.31% at December 31, 2018.  This decrease was due to an increase in total loans of $31.5 million, or 5.3%, over the same period.

Noninterest Income

Noninterest income for the three months ended June 30, 2019 was $295,000 compared to $486,000 for the same period in 2018, a decrease of $191,000, or 39.3%.  The following table sets forth the major components of our noninterest income for the three months ended June 30, 2019 and 2018:

For the Three Months Ended
June 30,
2019
2018
$ Increase
(Decrease)
% Increase
(Decrease)
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts
$
40
$
38
$
2
5.26
%
Secondary market income
109
93
16
17.20
Other income and fees
146
355
(209
)
(58.87
)
Total noninterest income
$
295
$
486
$
(191
)
(39.30
%)

Noninterest income for the six months ended June 30, 2019 was $518,000 compared to $750,000 for the same period in 2018, a decrease of $232,000, or 30.9%.  The following table sets forth the major components of our noninterest income for the six months ended June 30, 2019 and 2018:

For the Six Months Ended
June 30,
2019
2018
$ Increase
(Decrease)
% Increase
(Decrease)
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts
$
77
$
78
$
(1
)
(1.28
%)
Secondary market income
169
173
(4
)
(2.31
)
Other income and fees
272
499
(227
)
(45.49
)
Total noninterest income
$
518
$
750
$
(232
)
(30.93
%)

Noninterest Expense

Noninterest expense for the three months ended June 30, 2019 was $4.0 million compared to $3.5 million for the same period in 2018, an increase of $502,000, or 14.2%, which is discussed below. The following table sets forth the major components of our noninterest expense for the three months ended June 30, 2019 and 2018:

For the Three Months Ended
June 30,
2019
2018
$ Increase
(Decrease)
% Increase
(Decrease)
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits
$
2,365
$
1,845
$
520
28.18
%
Furniture and equipment
218
152
66
43.42
Occupancy
378
288
90
31.25
Data and item processing
276
235
41
17.45
Accounting, legal and professional fees
142
110
32
29.09
Regulatory assessments
31
125
(94
)
(75.20
)
Advertising and public relations
92
163
(71
)
(43.56
)
Travel, lodging and entertainment
92
165
(73
)
(44.24
)
Other expense
454
463
(9
)
(1.94
)
Total noninterest expense
$
4,048
$
3,546
$
502
14.16
%

Salaries and employee benefits totaled $2.4 million for the second quarter of 2019 compared to $1.8 million for the same period in 2018, an increase of $520,000 or 28.2%.  This increase related to the additional personnel hired in 2019 associated with our newly opened locations.

Accounting, legal and professional fees totaled $142,000 for the second quarter of 2019 compared to $110,000 for the same period in 2018, an increase of $32,000 or 29.1%.  This increase related to the additional costs associated with being a public company.

Travel, lodging and entertainment totaled $92,000 for the second quarter of 2019 compared to $165,000 for the same period in 2018, a decrease of $73,000 or 44.2%.  This decrease primarily related to the elimination of aircraft expense as the plane was sold during the third quarter of 2018.

Noninterest expense for the six months ended June 30, 2019 was $7.8 million compared to $7.2 million for the same period in 2018, an increase of $581,000, or 8.0%, which is discussed below. The following table sets forth the major components of our noninterest expense for the six months ended June 30, 2019 and 2018:

For the Six Months Ended
June 30,
2019
2018
$ Increase
(Decrease)
% Increase
(Decrease)
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits
$
4,536
$
3,995
$
541
13.54
%
Furniture and equipment
377
309
68
22.01
Occupancy
721
579
142
24.53
Data and item processing
538
468
70
14.96
Accounting, legal and professional fees
289
144
145
100.69
Regulatory assessments
63
251
(188
)
(74.50
)
Advertising and public relations
278
350
(72
)
(20.57
)
Travel, lodging and entertainment
134
358
(224
)
(62.57
)
Other expense
867
768
99
12.89
Total noninterest expense
$
7,803
$
7,222
$
581
8.04
%

Salaries and employee benefits totaled $4.5 million for the six months ended June 30, 2019 compared to $4.0 million for the same period in 2018, an increase of $541,000 or 13.5%.  This increase related to the additional personnel hired in 2019 associated with our newly opened locations.

Accounting, legal and professional fees totaled $289,000 for the six months ended June 30, 2019 compared to $144,000 for the same period in 2018, an increase of $145,000 or 100.7%.  This increase related to the additional costs associated with being a public company.

Travel, lodging and entertainment totaled $134,000 for the six months ended June 30, 2019 compared to $358,000 for the same period in 2018, a decrease of $224,000 or 62.6%.  This decrease primarily related to the elimination of aircraft expense as the plane was sold during the third quarter of 2018.

Financial Condition

The following discussion of our financial condition compares June 30, 2019 and December 31, 2018.

Total Assets

Total assets increased $27.9 million, or 3.6%, to $798.4 million as of June 30, 2019, as compared to $770.5 million as of December 31, 2018. The increasing trend in total assets is primarily attributable to strong organic loan and deposit growth within the Oklahoma City and Dallas/Fort Worth metropolitan areas, and our expansion into the Tulsa market.

Loan Portfolio

Our loans represent the largest portion of our earning assets. The quality and diversification of the loan portfolio is an important consideration when reviewing our financial condition. As of June 30, 2019 and December 31, 2018, our gross loans were $633.0 million and $601.9 million, respectively.

The following table presents the balance and associated percentage of each major category in our loan portfolio as of June 30, 2019, and December 31, 2018:

As of June 30,
As of December 31,
2019
2018
Amount
% of Total
Amount
% of Total
(Dollars in thousands)
Construction & development
$
83,291
13.2
%
$
87,267
14.5
%
1-4 family commercial
36,165
5.7
33,278
5.5
Commercial real estate – other
188,142
29.7
156,396
26.0
Total commercial real estate
307,598
48.6
276,941
46.0
Commercial & industrial
256,100
40.4
248,394
41.3
Agricultural
56,167
8.9
62,844
10.4
Consumer
13,093
2.1
13,723
2.3
Gross loans
632,958
100.0
%
601,902
100.0
%
Less unearned income, net
(1,508
)
(1,992
)
Total loans
631,450
599,910
Allowance for loan and lease losses
(7,836
)
(7,832
)
Net loans
$
623,614
$
592,078

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

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

As of June 30, 2019
Due in One Year or Less
Due after One Year
Through Five Years
Due after Five Years
Fixed
Rate
Adjustable
Rate
Fixed
Rate
Adjustable
Rate
Fixed
Rate
Adjustable
Rate
Total
(Dollars in thousands)
Construction & development
$
723
$
26,444
$
813
$
54,609
$
—
$
702
$
83,291
1-4 family commercial
323
13,391
1,288
20,375
48
740
36,165
Commercial real estate – other
166
18,886
11,694
149,166
2,864
5,366
188,142
Total commercial real estate
1,212
58,721
13,794
224,150
2,912
6,808
307,598
Commercial & industrial
11,368
154,245
8,564
73,932
13
7,978
256,100
Agricultural
3,945
37,887
2,991
7,890
1,446
2,008
56,167
Consumer
2,867
—
5,210
575
3,356
1,085
13,093
Gross loans
$
19,392
$
250,853
$
30,560
$
306,547
$
7,727
$
17,879
$
632,958

As of December 31, 2018
Due in One Year or Less
Due after One Year
Through Five Years
Due after Five Years
Fixed
Rate
Adjustable
Rate
Fixed
Rate
Adjustable
Rate
Fixed
Rate
Adjustable
Rate
Total
(Dollars in thousands)
Construction & development
$
741
$
29,412
$
617
$
56,497
$
—
$
—
$
87,267
1-4 family commercial
682
19,866
1,643
10,934
—
153
33,278
Commercial real estate – other
457
14,280
283
134,090
2,197
5,089
156,396
Total commercial real estate
1,880
63,558
2,543
201,521
2,197
5,242
276,941
Commercial & industrial
13,725
153,891
7,878
66,631
14
6,255
248,394
Agricultural
4,474
32,496
4,084
17,669
1,374
2,747
62,844
Consumer
2,688
—
5,443
50
4,453
1,089
13,723
Gross loans
$
22,767
$
249,945
$
19,948
$
285,871
$
8,038
$
15,333
$
601,902

Allowance for Loan and Lease Losses

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

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

The allowance was $7.8 million at June 30, 2019 and December 31, 2018.

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

For the Six Months Ended
June 30,
2019
June 30,
2018
(Dollars in thousands)
Balance at beginning of the period
$
7,832
$
7,654
Provision for loan losses
—
100
Charge-offs:
Construction & development
—
—
1-4 family commercial
—
(25
)
Commercial real estate – other
—
—
Commercial & industrial
(4
)
(61
)
Agricultural
(10
)
—
Consumer
—
—
Total charge-offs
(14
)
(86
)
Recoveries:
Construction & development
—
—
1-4 family commercial
2
2
Commercial real estate – other
—
2
Commercial & industrial
13
29
Agricultural
3
—
Consumer
—
1
Total recoveries
18
34
Net recoveries (charge-offs)
4
(52
)
Balance at end of the period
$
7,836
$
7,702

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

As of June 30,
As of December 31,
2019
2018
Amount
Percent
Amount
Percent
(Dollars in thousands)
Construction & development
$
1,031
13.16
%
$
1,136
14.50
%
1-4 family commercial
448
5.71
433
5.53
Commercial real estate - other
2,329
29.72
2,035
25.98
Commercial & industrial
3,171
40.47
3,231
41.26
Agricultural
695
8.87
818
10.44
Consumer
162
2.07
179
2.29
Total
$
7,836
100.0
%
$
7,832
100.0
%

Nonperforming Assets

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

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

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

If a borrower on a restructured TDR has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform under the restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of payments. Loans identified as TDRs are evaluated for impairment using the present value of the expected cash flows or the estimated fair value of the collateral, if the loan is collateral dependent. The fair value is determined, when possible, by an appraisal of the property less estimated costs related to liquidation of the collateral. The appraisal amount may also be adjusted for current market conditions. Adjustments to reflect the present value of the expected cash flows or the estimated fair value of collateral dependent loans are a component in determining an appropriate allowance, and as such, may result in increases or decreases to the provision for loan losses in current and future earnings.

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

Nonperforming loans include loans 90 days past due and still accruing, TDRs still accruing and loans accounted for on a nonaccrual basis. Nonperforming assets consist of nonperforming loans plus OREO. Loans accounted for on a nonaccrual basis were $2.2 million as of June 30, 2019 and $2.6 million as of December 31, 2018. TDR’s not accounted for on a nonaccrual basis were $674,000 as of June 30, 2019 and $0 as of December 31, 2018.  Loans past due greater than 90 days and accruing were $1.1 million as of June 30, 2019 and $0 as of December 31, 2018.  OREO was $188,000 as of June 30, 2019 and $110,000 as of December 31, 2018.

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

As of
June 30,
As of
December 31,
2019
2018
(Dollars in thousands)
Nonaccrual loans
$
2,240
$
2,615
Troubled debt restructurings (1)
674
—
Accruing loans 90 or more days past due
1,097
—
Total nonperforming loans
4,011
2,615
Other real estate owned
188
110
Total nonperforming assets
$
4,199
$
2,725
Ratio of nonperforming loans to total loans
0.64
%
0.44
%
Ratio of nonperforming assets to total assets
0.53
%
0.35
%


(1)
$2.2 million and $501,000 of TDRs as of June 30, 2019 and December 31, 2018, respectively, are included in the nonaccrual loans balance in the line above

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

As of June 30, 2019
Loans
30-59 days
past due
Loans
60-89 days
past due
Loans
90+ days
past due
Total
Loans 90+
days and
accruing
Total past
due
Loans
Current
Gross
Loans
(Dollars in thousands)
Construction & development
$
—
$
—
$
—
$
—
$
—
$
83,291
$
83,291
1-4 family commercial
69
—
8
—
77
36,088
36,165
Commercial real estate - other
—
—
—
—
—
188,142
188,142
Commercial & industrial
—
—
—
—
—
256,100
256,100
Agricultural
541
—
1,097
1,097
1,638
54,529
56,167
Consumer
99
—
—
—
99
12,994
13,093
Total
$
709
$
—
$
1,105
$
1,097
$
1,814
$
631,144
$
632,958

As of December 31, 2018
Loans
30-59 days
past due
Loans
60-89 days
past due
Loans
90+ days
past due
Total
Loans 90+
days and
accruing
Total past
due
Loans
Current
Gross
Loans
(Dollars in thousands)
Construction & development
$
—
$
—
$
—
$
—
$
—
$
87,267
$
87,267
1-4 family commercial
8
—
—
—
8
33,270
33,278
Commercial real estate - other
—
—
—
—
—
156,396
156,396
Commercial & industrial
—
5
—
—
5
248,389
248,394
Agricultural
—
—
—
—
—
62,844
62,844
Consumer
41
—
—
—
41
13,682
13,723
Total
$
49
$
5
$
—
$
—
$
54
$
601,848
$
601,902

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

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

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

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

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

Substandard loans totaled $9.9 million as of June 30, 2019, an increase of $792,000 compared to December 31, 2018. The increase primarily related to one agricultural relationship, comprised of four notes totaling $1.5 million with no specific reserve. During the quarter ended June 30, 2019, loans classified as substandard had payoffs or paydowns totaling $773,000.

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

As of June 30, 2019
Pass
Watch
Special mention
Substandard
Total
(Dollars in thousands)
Construction & development
$
81,053
$
2,238
$
—
$
—
$
83,291
1-4 family commercial
35,463
694
—
8
36,165
Commercial real estate – other
182,645
1,510
2,076
1,911
188,142
Commercial & industrial
216,425
33,489
877
5,309
256,100
Agricultural
51,287
110
2,129
2,641
56,167
Consumer
13,093
—
—
—
13,093
Total
$
579,966
$
38,041
$
5,082
$
9,869
$
632,958

As of December 31, 2018
Pass
Watch
Special mention
Substandard
Total
(Dollars in thousands)
Construction & development
$
84,485
$
2,782
$
—
$
—
$
87,267
1-4 family commercial
29,942
3,221
—
115
33,278
Commercial real estate – other
154,353
1,559
—
484
156,396
Commercial & industrial
204,671
36,342
—
7,381
248,394
Agricultural
57,782
758
3,207
1,097
62,844
Consumer
13,723
—
—
—
13,723
Total
$
544,956
$
44,662
$
3,207
$
9,077
$
601,902

Troubled Debt Restructurings

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

The following table presents loans restructured as TDRs as of June 30, 2019 and December 31, 2018.

As of June 30, 2019
Number of
Contracts
Pre-Modification
Outstanding
Recorded Investment
Post-Modification
Outstanding
Recorded Investment
Specific Reserves
Allocated
(Dollars in thousands)
Commercial real estate – other
1
$
1,911
$
1,911
$
32
Agricultural
2
674
674
—
Commercial & industrial
1
321
321
—
Total
4
$
2,906
$
2,906
$
32

As of December 31, 2018
Number of
Contracts
Pre-Modification
Outstanding
Recorded Investment
Post-Modification
Outstanding
Recorded Investment
Specific Reserves
Allocated
(Dollars in thousands)
Commercial & industrial
1
$
501
$
501
$
—
Total
1
$
501
$
501
$
—

There were no payment defaults with respect to loans modified as TDRs as of June 30, 2019 and December 31, 2018.

Impairment analyses are prepared on TDRs in conjunction with the normal allowance process. TDRs restructured during the six months ended June 30, 2019 and the twelve months ended December 31, 2018 required $32,000 and $0 in specific reserves, respectively. There were no charge-offs on TDRs for the six months ended June 30, 2019 or the twelve months ended December 31, 2018.

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

As of June 30, 2019
As of December 31, 2018
Number of
Contracts
Amount
Number of
Contracts
Amount
(Dollars in thousands)
Accrual
2
$
674
—
$
—
Nonaccrual
2
2,232
1
501
Total
4
$
2,906
1
$
501

Deposits

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

Total deposits as of June 30, 2019 and December 31, 2018 were $696.1 million and $675.9 million, respectively. The following table sets forth deposit balances by certain categories as of the dates indicated and the percentage of each deposit category to total deposits.

As of June 30,
As of December 31,
2019
2018
Amount
Percentage
of
Total
Amount
Percentage
of
Total
(Dollars in thousands)
Noninterest-bearing demand
$
190,092
27.3
%
$
201,159
29.8
%
Interest-bearing:
NOW deposits
92,183
13.2
91,896
13.6
Money market
131,478
18.9
118,150
17.5
Savings deposits
69,401
10.0
69,548
10.3
Time deposits (more than $100,000)
182,125
26.2
167,304
24.8
Time deposits ($100,000 or less)
30,776
4.4
27,846
4.1
Total interest-bearing
505,963
72.7
474,744
70.2
Total deposits
$
696,055
100.0
%
$
675,903
100.0
%

The following table summarizes our average deposit balances and weighted average rates for the six-month period ending June 30, 2019 and year ended December 31, 2018:

For the Six Months Ended
June 30,
For the Year Ended
December 31,
2019
2018
Average
Balance
Weighted
Average
Rate
Average
Balance
Weighted
Average
Rate
(Dollars in thousands)
Noninterest-bearing demand
$
182,760
0.00
%
$
183,750
0.00
%
Interest-bearing:
NOW
94,653
1.86
71,384
1.56
Money market
125,431
2.12
90,230
1.65
Savings
70,120
1.42
79,267
1.23
Time
199,276
2.04
220,023
1.55
Total interest-bearing
489,480
1.94
460,904
1.52
Total deposits
$
672,240
1.41
%
$
644,654
1.08
%

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

As of June 30, 2019 Maturity Within:
Three Months
Three to
Six Months
Six to
12 Months
After
12 Months
Total
(Dollars in thousands)
Time deposits ($100,000 or less)
$
7,031
$
6,404
$
10,481
$
6,860
$
30,776
Time deposits (more than $100,000)
44,224
40,223
71,593
26,085
182,125
Total time deposits
$
51,255
$
46,627
$
82,074
$
32,945
$
212,901

As of December 31, 2018 Maturity Within:
Three Months
Three to
Six Months
Six to
12 Months
After
12 Months
Total
(Dollars in thousands)
Time deposits ($100,000 or less)
$
6,229
$
4,791
$
10,342
$
6,484
$
27,846
Time deposits (more than $100,000)
33,308
41,193
71,827
20,976
167,304
Total time deposits
$
39,537
$
45,984
$
82,169
$
27,460
$
195,150

Liquidity

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

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

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan portfolios, and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

As of June 30, 2019, we had no unsecured fed funds lines with correspondent depository institutions with no amounts advanced. In addition, based on the values of loans pledged as collateral, we had borrowing availability with the FHLB of $62.3 million as of June 30, 2019 and $66.3 million as of December 31, 2018.

Capital Requirements

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

As of June 30, 2019, the Bank was in compliance with all applicable regulatory requirements and categorized as “well-capitalized” under the prompt corrective action frame work.  There have been no conditions or events since June 30, 2019 that management believes would change this classification.

The table below presents our applicable capital requirements, as well as our capital ratios as of June 30, 2019 and December 31, 2018. The Company exceeded all regulatory capital requirements and the Bank was considered to be “well-capitalized” as of the dates reflected in the tables below.
Basel III Capital Rules

Under the Basel III Capital Rules, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. As of June 30, 2019, the Company and the Bank met all capital adequacy requirements under the Basel III Capital Rules.
Actual
With
Capital Conservation
Buffer
Minimum
To be Considered
“Well-Capitalized”
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
As of June 30, 2019:
Total capital to risk-weighted assets
Company
$
104,778
17.16
%
$
64,100
10.500
%
N/A
N/A
Bank
104,609
17.16
63,991
10.500
60,944
10.00
Tier 1 capital to risk-weighted assets
Company
97,145
15.91
51,891
8.500
N/A
N/A
Bank
96,988
15.91
51,802
8.500
48,755
8.00
CET 1 capital to risk-weighted assets
Company
97,145
15.91
42,733
7.000
N/A
N/A
Bank
96,988
15.91
42,660
7.000
39,613
6.50
Tier 1 leverage ratio
Company
97,145
12.34
N/A
N/A
N/A
N/A
Bank
96,988
12.35
N/A
N/A
39,258
5.00

Actual
With
Capital Conservation
Buffer
Minimum
To be Considered
“Well-Capitalized”
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
As of December 31, 2018:
Total capital to risk-weighted assets
Company
$
92,693
15.86
%
$
57,709
9.875
%
N/A
N/A
Bank
93,704
16.03
57,709
9.875
58,439
10.00
Tier 1 capital to risk-weighted assets
Company
85,382
14.61
46,021
7.875
N/A
N/A
Bank
86,393
14.78
46,021
7.875
46,751
8.00
CET 1 capital to risk-weighted assets
Company
85,382
14.61
37,255
6.375
N/A
N/A
Bank
86,393
14.78
37,255
6.375
37,985
6.50
Tier 1 leverage ratio
Company
85,382
11.13
N/A
N/A
N/A
N/A
Bank
86,393
11.26
N/A
N/A
38,355
5.00

Shareholders’ equity provides a source of permanent funding, allows for future growth and provides a cushion to withstand unforeseen adverse developments. Total shareholders’ equity increased to $99.0 million as of June 30, 2019, compared to $88.5 million as of December 31, 2018. The increases were driven by retained capital from net income during the periods.

Contractual Obligations

The following tables contain supplemental information regarding our total contractual obligations as of June 30, 2019, and December 31, 2018:

Payments Due as of June 30, 2019
Within
One Year
One to
Three Years
Three to
Five Years
After
Five Years
Total
(Dollars in thousands)
Deposits without a stated maturity
$
483,154
$
—
$
—
$
—
$
483,154
Time deposits
179,956
32,154
791
—
212,901
Borrowings
—
—
—
—
—
Operating lease commitments
601
807
192
—
1,600
Total contractual obligations
$
663,711
$
32,961
$
983
$
—
$
697,655

Payments Due as of December 31, 2018
Within
One Year
One to
Three Years
Three to
Five Years
After
Five Years
Total
(Dollars in thousands)
Deposits without a stated maturity
$
480,753
$
—
$
—
$
—
$
480,753
Time deposits
167,690
23,406
4,054
—
195,150
Borrowings
—
—
—
—
—
Operating lease commitments
579
802
303
—
1,684
Total contractual obligations
$
649,022
$
24,208
$
4,357
$
—
$
677,587

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

Off-Balance Sheet Arrangements

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

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if we deemed necessary upon extension of credit, is based on management’s credit evaluation of the counterparty. The Company also estimates a reserve for potential losses associated with off-balance sheet commitments and letters of credit. It is included in other liabilities in the Company’s consolidated statements of condition, with any related provisions to the reserve included in non-interest expense in the consolidated statement of income.

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

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

The following table summarizes commitments as of the dates presented.

As of
June 30,
2019
As of
December 31,
2018
(Dollars in thousands)
Commitments to extend credit
$
172,621
$
135,015
Standby letters of credit
2,003
1,078
Total
$
174,624
$
136,093

Critical Accounting Policies and Estimates

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

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

The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments. Additional information about these policies can be found in Note 1 of the Company’s consolidated unaudited financial statements as of June 30, 2019.
Allowance for Loan and Lease Losses
The allowance is based on management’s estimate of probable losses inherent in the loan portfolio. In the opinion of management, the allowance is adequate to absorb estimated losses in the portfolio as of each balance sheet date. While management uses available information to analyze losses on loans, future additions to the allowance may be necessary based on changes in economic conditions and changes in the composition of the loan portfolio. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance. In analyzing the adequacy of the allowance, a comprehensive loan grading system to determine risk potential in loans is utilized together with the results of internal credit reviews.
To determine the adequacy of the allowance, the loan portfolio is broken into segments based on loan type. Historical loss experience factors by segment, adjusted for changes in trends and conditions, are used to determine an indicated allowance for each portfolio segment. These factors are evaluated and updated based on the composition of the specific loan segment. Other considerations include volumes and trends of delinquencies, nonaccrual loans, levels of bankruptcies, criticized and classified loan trends, expected losses on real estate secured loans, new credit products and policies, economic conditions, concentrations of credit risk and the experience and abilities of our lending personnel. In addition to the segment evaluations, impaired loans with a balance of $250,000 or more are individually evaluated based on facts and circumstances of the loan to determine if a specific allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the $250,000 threshold when it is determined that the risk associated with the loan differs significantly from the risk factor amounts established for its loan segment.
Certain loan segments were reclassified during the year.  Each loan segment is made up of loan categories possessing similar risk characteristics.  The Company’s re-alignment of the segments primarily consisted of reclassifying consumer-related and agricultural-related real estate loans from the real estate category to the consumer and agricultural categories, respectively.  Management believes this accurately represents the risk profile of each loan segment.  In addition, the real estate segment was renamed to commercial real estate, and the commercial segment was renamed to commercial & industrial. The prior period amounts have been revised to conform to the current period presentation.  These reclassifications did not have a significant impact on the allowance for loan losses.
Goodwill and Intangibles
Goodwill from an acquisition is the value attributable to unidentifiable intangible elements acquired. At a minimum, annual evaluation of the value of goodwill is required. Management evaluated the carrying value of the Company’s goodwill as of June 30, 2019 and December 31, 2018, and determined that no impairment existed.
An entity may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Factors assessed include all relevant events and circumstances including macroeconomic conditions, industry and market conditions, cost factors that have a negative effect on earnings and cash flows, overall financial performance, other relevant entity or reporting unit specific events and, if applicable, a sustained decrease in share price.
If after assessing the totality of events or circumstances, such as those described above, an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity is to perform a two-step impairment test.
The first step of the impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is to be performed to measure the amount of impairment loss, if any, when it is more likely than not that goodwill impairment exists.
Other intangible assets consist of core deposit intangible assets and are amortized on a straight-line basis based on the estimated useful life of 10 years. Such assets are periodically evaluated as to the recoverability of their carrying values.
Income Taxes
The Company files a consolidated income tax return. Deferred taxes are recognized under the balance sheet method based upon the future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using the tax rates expected to apply to taxable income in the periods when the related temporary differences are expected to be realized.
The amount of accrued current and deferred income taxes is based on estimates of taxes due or receivable from taxing authorities either currently or in the future. Changes in these accruals are reported as tax expense, and involve estimates of the various components included in determining taxable income, tax credits, other taxes and temporary differences. Changes periodically occur in the estimates due to changes in tax rates, tax laws and regulations and implementation of new tax planning strategies. The process of determining the accruals for income taxes necessarily involves the exercise of considerable judgment and consideration of numerous subjective factors.
Management performs an analysis of the Company’s tax positions annually and believes it is more likely than not that all of its tax positions will be utilized in future years.

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our financial management policy provides management with the guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, financial options or financial future contracts to mitigate interest rate risk from specific transactions. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the Asset/Liability Committee, or the ALCO Committee, in accordance with policies approved by the Holding Company’s board of directors. The ALCO Committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the ALCO Committee considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The ALCO Committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO Committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model. We utilize third-party experts to periodically evaluate the performance of our non-maturity deposit accounts to develop the decay assumptions. All of the assumptions used in our analyses 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 will 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 and 24-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel 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 gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 10% 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 following tables summarize the simulated change in net interest income and fair value of equity over a 12-month horizon as of the dates indicated:

As of June 30,
2019
As of December 31,
2018
Change in Interest Rates (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
+400
49.88
%
21.68
%
48.28
%
22.97
%
+300
37.18
20.20
35.66
21.50
+200
24.44
18.61
22.99
19.95
+100
11.44
16.91
10.17
18.29
Base
(1.92
)
15.08
(3.07
)
16.50
-100
(12.10
)
13.17
(15.30
)
14.58

The results are primarily due to behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interest rates on these deposits change more slowly than changes in the discount and fed funds rates. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis. The assumptions incorporated into the model 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 will 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 strategies.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Form 10-Q have been prepared in accordance with GAAP. These require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.

ITEM 4.

Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness as of June 30, 2019 of our disclosure controls and procedures, as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Form 10-Q.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the six months ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, such controls.

PART II

ITEM 1.

Legal Proceedings

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

ITEM 1A.

Risk Factors

There were no material changes from the risks disclosed in the Risk Factors section of our Annual Report on Form 10-K for the year ended December, 31, 2018.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

There were no repurchases or unregistered sales of the Company’s stock during the quarter covered by the Form 10-Q.

ITEM 6.

Exhibits

Exhibit
No.
Description
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.

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

SIGNATURES

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

BANK7 CORP.
DATED:
August 13, 2019
By: /s/ Thomas L. Travis
Thomas L. Travis
President and Chief Executive Officer
DATED:
August 13, 2019
By: /s/ Kelly J. Harris
Kelly J. Harris
Senior Vice President and Chief Financial Officer


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