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Item 5. Market for Registrant’s Common Equity

2021-03-19 compared with 2020-03-27 · 46 added, 13 removed, 90 unchanged (40% of the section changed)

4 unchanged sentences

Holders of Record

As of March 16, 2020, there were 345 holders of record of our common stock.

Equity Compensation Plan Information

The information required by this heading is incorporated herein by reference from our Definitive Proxy Statement for our 2020 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2019 .

As of March 5, 2021, there were approximately 300 holders of record of our common stock.

Dividends and Dividend Policy

Taking into consideration our performance and capital levels, we paid our first annual cash dividend of $0.15 per share, adjusted for the 2018 2-for-1 stock split, in May 2018, our second annual cash dividend of $0.20 per share in February 2019, and our first quarterly cash dividend of $0.06 per share on March 26, 2020.

Taking into consideration our performance and capital levels, we began paying quarterly cash dividends of $0.06 per share in 2020, resulting in $0.24 per share in cash dividends for the year ended December 31, 2020.

Although we anticipate paying quarterly dividends going forward, we have no obligation to continue paying dividends, and we may change our dividend policy at any time without notice to our shareholders.

8 unchanged sentences

Source of Strength" and " - Bank Regulation - Regulatory Restrictions on Dividends."

Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds from Registered Sales of Equity Securities

On May 7, 2019, we sold 663,320 new shares of our common stock at a public offering price of $45.00 per share in our IPO, including 90,000 shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares in the offering.

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There has been no material change in the planned use of proceeds from our IPO as described in our Prospectus that was filed with the SEC on May 3, 2019, pursuant to Rule 424(b)(4) under the Securities Act.

Stock Repurchases

We did not repurchase any of our shares of common stock under a share repurchase plan during the periods covered by this report.

Issuer Purchases of Equity Securities

On August 27, 2020, our board of directors approved a stock repurchase program.

The repurchase program authorizes us to purchase up to $3.0 million of our outstanding shares of common stock through August 27, 2021.

Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions.

We did not repurchase any of our shares of common stock under a share repurchase plan during the three months ended December 31, 2020.

As of December 31, 2020, approximately $2.9 million remains available to repurchase shares under the stock repurchase program.

Selected Financial Data

6 unchanged sentences

Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

The selected historical consolidated financial information presented below

contains financial measures that are not presented in accordance with GAAP and have not been audited.

The selected historical consolidated financial information presented below contains financial measures that are not presented in accordance with GAAP and have not been audited.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” for a reconciliation of non-GAAP financial measures.

2 unchanged sentences

Selected Period End Balance Sheet Data:

Total assets $ 2,642,634 $ 1,988,225 $ 1,860,588 $ 1,724,264 $ 1,644,877

Cash and due from banks 29,537 25,937 34,070 29,819 27,588

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Income tax expense 6,323 5,640 5,300 8,546 5,607

Net income $ 28,145 $ 24,824 $ 23,056 $ 13,985 $ 15,102

Common stock cash dividends $ 1,759 $ 1,326 $ 1,009 $ — $ —

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Earnings per share, basic

$ 3.84 $ 3.51 $ 3.43 $ 2.16 $ 2.37

Earnings per share, diluted

$ 3.83 $ 3.49 $ 3.41 $ 2.14 $ 2.35

Book value per share

$ 38.97 $ 34.48 $ 29.23 $ 26.50 $ 23.86

Tangible book value per share (2,3)

$ 38.76 $ 34.27 $ 28.99 $ 26.27 $ 23.62

Cash dividends per share

$ 0.24 $ 0.20 $ 0.15 $ — $ —

Shares outstanding 7,325,333 7,306,221 6,627,358 6,721,146 6,362,910

Weighted average shares outstanding, basic

7,322,158 7,072,689 6,716,943 6,483,958 6,378,568

Weighted average shares outstanding, diluted

7,345,045 7,115,514 6,756,102 6,526,828 6,416,708

Summary Performance Ratios:

Return on average assets

1.22 % 1.30 % 1.29 % 0.82 % 0.95 %

Return on average equity

10.39 % 10.86 % 12.46 % 8.45 % 10.09 %

Net interest margin

3.09 % 3.47 % 3.42 % 3.14 % 3.11 %

Net interest margin (FTE) (4)

3.14 % 3.52 % 3.44 % 3.20 % 3.21 %

Efficiency ratio (5)

55.77 % 59.46 % 58.86 % 62.69 % 63.17 %

Loans HFI to deposits ratio

67.87 % 83.60 % 80.73 % 81.76 % 77.85 %

Noninterest-bearing deposits to deposits ratio

40.32 % 33.98 % 33.29 % 33.05 % 32.26 %

Noninterest income to average assets

1.00 % 0.84 % 0.81 % 0.74 % 0.81 %

Operating expense to average assets

2.22 % 2.49 % 2.43 % 2.37 % 2.42 %

Summary Credit Quality Ratios:

Nonperforming assets to total assets

0.16 % 0.33 % 0.38 % 0.60 % 0.36 %

Nonperforming loans to loans HFI

0.21 % 0.37 % 0.49 % 0.83 % 0.49 %

Allowance for loan losses to loans HFI

1.13 % 0.97 % 0.94 % 0.87 % 0.92 %

Net charge-offs to average loans

0.14 % 0.03 % 0.03 % 0.10 % 0.06 %

Capital Ratios:

Total stockholders’ equity to total assets

10.80 % 12.67 % 10.41 % 10.33 % 9.23 %

Tangible common equity to tangible assets (2,6)

10.75 % 12.60 % 10.34 % 10.25 % 9.14 %

Total risk-based capital to risk-weighted assets

Tier 1 risk-based capital to risk-weighted assets

Common equity Tier 1 capital to risk-weighted assets

Tier 1 risk-based capital to average assets

18.68 % 18.02 % 16.55 % 15.91 % 14.56 %

Tier I risk-based capital to risk-weighted assets

17.55 % 17.07 % 15.62 % 15.06 % 13.69 %

Common equity Tier I capital to risk-weighted assets

17.55 % 17.07 % 14.80 % 14.20 % 12.78 %

Tier I risk-based capital to average assets

10.92 % 12.82 % 11.40 % 11.21 % 10.04 %

(1) 2017 and 2016 amounts adjusted to give effect to the 2018 2-for-1 stock split.

(2) Non-GAAP financial measure.

For calculations and reconciliations to GAAP of non-GAAP financial measures, see "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" in this Annual Report on Form 10-K.

(3) We calculate tangible book value per common share as total stockholders’ equity, less intangible assets, divided by the outstanding number of shares of our common stock at the end of the relevant period.

(4) Net interest margin FTE includes an FTE adjustment using a 21% federal income tax rate for 2020, 2019, and 2018, and a 35% tax rate for 2017 and 2016 on tax-exempt securities and tax-exempt loans.

Efficiency ratio represents operating expense divided by the sum of net interest income and noninterest income.

(5) Efficiency ratio represents operating expenses divided by the sum of net interest income and noninterest income.

(6) We calculate tangible common equity as total stockholders’ equity, less intangible assets, net of accumulated amortization, and we calculate tangible assets as total assets, less intangible assets, net of accumulated amortization.

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