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Item 5. Market for Registrant’s Common Equity

2021-03-25 compared with 2020-03-30 · 78 added, 69 removed, 236 unchanged (38% of the section changed)

4 unchanged sentences

The Company’s common stock began trading on The NASDAQ Global Select Market on September 20, 2018.

The Company began paying quarterly dividends in the second half of 2019, with $0.10 per share dividends declared and paid with respect to each of the third and fourth quarters of

The Company currently expects to continue quarterly dividends of $0.10 per share in the future.

Any future determination to pay dividends and the amount of such dividends on the Company’s common stock will be made by its Board of Directors

and will depend on a number of factors, including

The Company paid quarterly dividends of $0.10 per share with respect to each of the first three quarters of 2020, increasing to $0.11 per share in the fourth quarter.

currently expects to continue quarterly dividends of $0.11 per share in the future.

Any future determination to pay dividends and the amount of such dividends on the Company’s common stock will be made by its Board of Directors and will depend on a

number of factors, including

historical and projected financial condition, liquidity and results of operations;

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other factors deemed relevant by the Board of Directors.

The table below sets forth our market repurchases of Bank7 Corp.

common stock during the three months ended December 31, 2020.

Average Price

Paid Per Share

Number of Shares That

May Yet be Purchased

Under the Program

(Dollars in thousands, except per share data)

October 1, 2020 to October 31, 2020

November 1, 2020 to November 30, 2020

December 1, 2020 to December 31, 2020

For the Three Months Ended December 31, 2020

Set forth below is information as of December 31, 2020 regarding equity compensation plans.

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Number of securities to

be issued upon exercise

of outstanding options

be issued upon exercise of outstanding options and rights

Weighted average

exercise price

Number of securities

remaining available for

issuance under plan

Number of securities remaining available for issuance under plan

Equity compensation plans approved by shareholders

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COMPANY PERFORMANCE

Presented below is a line graph which compares the percentage in the cumulative total return on the Company’s Common Stock to the cumulative total return of the NASDAQ

Stock Market (U.S.

Presented below is a line graph which compares the percentage in the cumulative total return on the Company’s Common Stock to the cumulative total return of the NASDAQ Stock

Companies) Index and the NASDAQ Bank Stock Index.

The period presented is from September 24, 2018 through December 31, 2020.

The graph assumes an investment on September 24, 2018 of $100 in the Company’s Common Stock and in

each index, and that any dividends were reinvested.

The values presented for each quarter during the period represent the cumulative market values of the respective investment.

The performance graph represents past performance and should not be

considered to be an indication of future performance.

The graph assumes an investment on September 24, 2018 of $100 in the Company’s Common Stock and in each index,

and that any dividends were reinvested.

The values presented for each year during the period represent the cumulative market values of the respective investment.

The performance graph represents past performance and should not be considered to be

an indication of future performance.

Selected Financial Data

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The following table sets forth selected ratios as of and for the years ended December 31, 2020, 2019 and 2018.

The performance, asset quality and capital ratios are unaudited

and derived from our audited financial statements as of and for the periods presented.

The performance, asset quality and capital ratios are unaudited and

derived from our audited financial statements as of and for the periods presented.

Average balances are unaudited and have been calculated using daily averages.

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Shareholders’ equity

Yield on earnings assets

Yield on earning assets

Yield on loans

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Represents a non-GAAP financial measure.

See “GAAP reconciliation and management explanation of non-GAAP financial measures” for a

reconciliation of these measures to their most comparable GAAP measures.

For 2018, C Corp amounts were calculated based on a combined effective tax rate of 22.19% as if we had been a C Corp for the full year.

and 2020, S Corp amounts were calculated using an effective tax rate of 0% as if we had been an S Corp for the full year.

Represents a non-GAAP financial measure.

See “GAAP reconciliation and management explanation of non-GAAP financial measures” for a reconciliation of these measures to their most comparable

GAAP measures.

Ratios are based on Bank level financial information rather than consolidated information.

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financial measures discussed in this report 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

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 report should not be considered in isolation or as a substitute for the most directly comparable or other financial

measures calculated in accordance with GAAP.

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 report 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 report 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 report when comparing such non-GAAP financial measures.

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 report when comparing such non-GAAP financial measures.

Tangible Book Value Per Share .

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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.

(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

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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:

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:

As of December 31,

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We had net income of $8.2 million for the year ended December 31, 2019.

On September 5, 2019, our

largest shareholders, the Haines Family Trusts, contributed 656,925 of their shares to the Company, approximately 6.5% of shares outstanding.

Subsequently, the Company immediately issued those shares to certain executive officers, which was

charged as compensation expense through the income statement of the Company.

On September 5, 2019, our largest

shareholders, the Haines Family Trusts, contributed 656,925 of their shares to the Company, approximately 6.5% of shares outstanding.

Subsequently, the Company immediately issued those shares to certain executive officers, which was charged as

compensation expense through the income statement of the Company.

As part of this transaction, the Company retired 149,425 shares, or $2.6 million, for income and payroll taxes.

This previously announced transaction was a one-time,

non-cash expense;

This previously announced transaction was a one-time, non-cash expense;

however, because the shares were simultaneously contributed into the Company by the Haines Family Trusts, the transaction had a virtual net-zero impact to shareholders’ equity.

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This Annual Report on Form 10-K contains forward-looking statements.

These forward-looking statements reflect our current views with respect to, among other things, future events

and our financial performance.

These forward-looking statements reflect our current views with respect to, among other things, future events and

our financial performance.

These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,”

“estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature.

These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are

inherently uncertain and beyond our control.

Accordingly, we caution that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not

limited to, the following:

• our ability to effectively execute our expansion strategy and manage our growth, including identifying and

consummating suitable acquisitions;

forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently

uncertain and beyond our control.

Accordingly, we caution that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict.

believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited

to, the following:

• our ability to effectively execute our expansion strategy and manage our growth, including identifying and consummating

suitable acquisitions;

• business and economic conditions, particularly those affecting our market areas of Oklahoma, the Dallas/Fort Worth

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• high concentrations of loans secured by real estate and energy located in our market areas;

• risks associated with our commercial loan portfolio, including the risk for deterioration in value of the general

business assets that secure such loans;

• risks associated with our commercial loan portfolio, including the risk for deterioration in value of the general business

assets that secure such loans;

• risks related to the significant amount of credit that we have extended to a limited number of borrowers;

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• our ability to maintain effective internal control over financial reporting;

• employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our

customers and counterparties;

• increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when

capital is not available on favorable terms or at all;

• costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect

on our reputation;

• employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our customers

and counterparties;

• increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital

is not available on favorable terms or at all;

• costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect on our

• severe weather, acts of god, acts of war, pandemics or terrorism;

• impact of COVID-19, the coronavirus, on the United States economy, particularly the hospitality industry;

• compliance with governmental and regulatory requirements, including the Dodd-Frank and Wall Street Consumer

Protection Act, or Dodd-Frank Act, and other regulations relating to banking, consumer protection, securities and tax matters;

• changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting,

tax, trade, monetary and fiscal matters, including the policies of the Federal Reserve and as a result of initiatives of the Trump administration;

• compliance with governmental and regulatory requirements, including the Dodd-Frank and Wall Street Consumer Protection Act,

or Dodd-Frank Act, and other regulations relating to banking, consumer protection, securities and tax matters;

• changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax,

trade, monetary and fiscal matters, including the policies of the Federal Reserve and as a result of initiatives of the Trump administration;

• other factors that are discussed in the section entitled “Risk Factors,” beginning on page 11.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report.

Because of these risks and

other uncertainties, our actual future results, performance or achievements, or industry results, may be materially different from the results indicated by the forward-looking statements in this report.

In addition, our past results of operations

are not necessarily indicative of our future results.

Accordingly, no forward-looking statements should be relied upon, which represent our beliefs, assumptions and estimates only as of the dates on which such forward-looking statements were

Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or

otherwise, except as required by law.

Because of these risks and other

uncertainties, our actual future results, performance or achievements, or industry results, may be materially different from the results indicated by the forward-looking statements in this report.

In addition, our past results of operations are not

necessarily indicative of our future results.

Accordingly, no forward-looking statements should be relied upon, which represent our beliefs, assumptions and estimates only as of the dates on which such forward-looking statements were made.

forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as

required by law.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity