What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-31 compared with 2021-03-25 · 46 added, 263 removed, 51 unchanged (86% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases

of Equity Securities

The Company’s shares of common stock are traded on The NASDAQ Global Select Market under the symbol “BSVN”.

The approximate number of holders of record of the Company’s common stock

as of March 11, 2020 was 4.

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

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

The approximate number of holders of

record of the Company’s common stock as of March 31, 2022 was 4.

The Company paid quarterly dividends of $0.11 per share with respect to each of the first three quarters of 2021, increasing to $0.12 per share in

the fourth quarter.

The Company currently expects to continue quarterly dividends of $0.12 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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statutory and regulatory prohibitions and other limitations;

any contractual restriction on the Company’s ability to pay cash dividends, including pursuant to the terms of any of its credit agreements or other borrowing arrangements;

any contractual restriction on the Company’s ability to pay cash dividends, including pursuant to the terms of any of its credit agreements or other borrowing

arrangements;

business strategy;

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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, 2021 regarding equity compensation plans.

The plan that has been approved by the shareholders is the 2018 Equity Incentive Plan.

The plan that has been approved by the shareholders is the 2018 Equity Incentive

Number of securities to

be issued upon exercise of outstanding options and rights

be issued upon exercise

of outstanding options

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

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.

Companies) Index and the NASDAQ Bank Stock Index.

The period presented is from September 24, 2018 through December 31, 2021.

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 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

The following table sets forth selected historical consolidated financial and operating data as of and for the years ended December 31, 2020, 2019, and 2018.

Selected financial

data as of and for the years ended December 31, 2020, 2019 and 2018 has been derived from our audited consolidated financial statements included elsewhere in this report.

You should read the following financial data in conjunction with the other information contained in this report, including under “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” and in the financial statements and related notes included elsewhere in this report.

As of or for the Year Ended

(Dollars in thousands, except per share data)

Income Statement Data:

Total interest income

Total interest expense

Net interest income

Provision for loan losses

Total noninterest income

Total noninterest expense

Provision for income taxes

Balance Sheet Data:

Cash and due from banks

Allowance for loan losses

Interest-bearing deposits

Noninterest-bearing deposits

Total deposits

Total shareholders’ equity

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.

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

As of or for the Year Ended

(Dollars in thousands, except per share data)

Share and Per Share Data:

Earnings per share (basic)

Earnings per share (diluted)

Dividends per share

Book value per share

Tangible book value per share (1)

Weighted average common shares outstanding–basic

Weighted average common shares outstanding–diluted

Shares outstanding at end of period

Selected Ratios:

Return on average:

Shareholders’ equity

Yield on earning assets

Yield on loans

Yield on loans (excluding loan fee income) (1)

Cost of funds

Cost of interest-bearing deposits

Cost of total deposits

Net interest margin

Net interest margin (excluding loan fee income) (1)

Noninterest expense to average assets

Efficiency ratio

Loans to deposits

Credit Quality Ratios:

Nonperforming assets to total assets

Nonperforming assets to total loans and OREO

Nonperforming loans to total loans

Allowance for loan losses to nonperforming loans

Allowance for loan losses to total loans

Net charge-offs to average loans

Capital Ratios (Bank) (2) :

Tangible equity to tangible assets

Common equity tier 1 capital ratio

Tier 1 leverage ratio

Tier 1 risk-based capital ratio

Total risk-based capital ratio

Capital Ratios (Company):

Total shareholders’ equity to total assets

Common equity tier 1 capital ratio

Tier 1 leverage ratio

Tier 1 risk-based capital ratio

Total risk-based capital ratio

As of or for the Year Ended

(Dollars in thousands, except per share data)

Share and Per Share Data:

Earnings per share (basic) – S Corp (1)

Earnings per share (basic) – C Corp (1)

Earnings per share (diluted) – S Corp (1)

Earnings per share (diluted) – C Corp (1)

Dividends per share

Book value per share

Tangible book value per share (2)

Weighted average common shares outstanding–basic

Weighted average common shares outstanding–diluted

Shares outstanding at end of period

Selected Ratios:

Return on average:

Assets – S Corp (1)

Assets – C Corp (1)

Shareholders’ equity – S Corp (1)

Shareholders’ equity – C Corp (1)

Yield on earnings assets

Yield on loans

Yield on loans (excluding loan fee income) (2)

Cost of funds

Cost of interest-bearing deposits

Cost of total deposits

Net interest margin

Net interest margin (excluding loan fee income) (2)

Noninterest expense to average assets

Efficiency ratio

Loans to deposits

Credit Quality Ratios:

Nonperforming assets to total assets

Nonperforming assets to total loans and OREO

Nonperforming loans to total loans

Allowance for loan losses to nonperforming loans

Allowance for loan losses to total loans

Net charge-offs to average loans

Capital Ratios:

Total shareholders’ equity to total assets

Tangible equity to tangible assets (2)

Common equity tier 1 capital ratio (3)

Tier 1 leverage ratio (3)

Tier 1 risk-based capital ratio (3)

Total risk-based capital ratio (3)

Represents a non-GAAP financial measure.

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.

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 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

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.

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.

Tangible Book Value Per Share .

We calculate (1) tangible equity as total shareholders’ equity less goodwill and other intangibles;

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;

(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:

As of December 31,

(Dollars in thousands, except per share data)

Tangible Shareholders’ Equity:

Total shareholders’ equity

Goodwill and other intangibles

Tangible shareholders’ equity

Tangible Assets:

Goodwill and other intangibles

Tangible assets

End of period common shares outstanding

Book value per share

Tangible book value per share

Total shareholders’ equity to total assets

Tangible shareholders’ equity to tangible assets

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:

As of or for the Year Ended December 31,

(Dollars in thousands)

Loan interest income (excluding loan fee income):

Interest income on loans, including loan fee income

Loan fee income

Interest income on loans (excluding loan fee income)

Average total loans

Yield on loans

Yield on loans (excluding loan fee income)

Net interest margin (excluding loan fee income):

Net interest income

Loan fee income

Net interest income (excluding loan fee income)

Average interest-earning assets

Net interest margin

Net interest margin (excluding loan fee income)

One-time executive stock transfer.

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.

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;

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.

Excluding the one-time, non-cash expense related to the stock transfer outlined above, net income would have been $20.0 million for the year ending December 31, 2019.

Illustrated below is a

reconciliation of pro forma net income through the year ended December 31, 2019.

For the Year Ended

(Dollars in thousands)

Pro Forma Net Income

Total Interest Income

Total Interest Expense

Net Interest Margin

Provision for Loan Losses

Total Noninterest Income

Total Noninterest Expense

Stock Transfer Compensation Expense (1)

Pro Forma Noninterest Expense

Pro Forma Pre-Tax Income

Pro Forma Income Tax Expense

Pro Forma Net After-Tax Income

Compensation expense includes $168,000 in payroll taxes.

The performance graph represents past

performance and should not be considered to be an indication of future performance.

CAUTIONARY NOTE ABOUT FORWARD LOOKING STATEMENTS

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

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

our financial performance.

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

“estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “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.

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:

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 predict.

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

results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking

statements, including, but not limited to, the following:

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

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the geographic concentration of our markets in Oklahoma, the Dallas/Fort Worth metropolitan area and Kansas;

successful integration of Watonga Bancshares, Inc.

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

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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;

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

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

Because of these risks and other

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

In addition, our past results of operations are not

necessarily indicative of our future results.

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

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.

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.

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