UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2021
OR
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☐ | 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 001-38484
Spirit of Texas Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Texas | | 90-0499552 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1836 Spirit of Texas Way Conroe, TX | | 77301 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (936) 521-1836
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Ticker symbol | | Name of each exchange on which registered |
Common Stock, no par value per share | | STXB | | NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ | | 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The NASDAQ Stock Market on June 30, 2021, was $346.1 million.
The number of shares of Registrant’s Common Stock outstanding as of February 28, 2022 was 17,455,887.
TABLE OF CONTENTS
Important Notice about Information in this Annual Report
Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K for the year ended December 31, 2021 (this “Annual Report on Form 10-K”) to “we,” “our,” “us,” “the Company” and “Spirit” refer to Spirit of Texas Bancshares, Inc. and its consolidated subsidiaries, including Spirit of Texas Bank SSB, which we sometimes refer to as “the Bank” or “our Bank.”
The information contained in this Annual Report on Form 10-K is accurate only as of the date of this Annual Report on Form 10-K and as of the dates specified herein.
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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including information included or incorporated by reference in this document, contains statements which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements speak only as of the date they are made and may relate to, among other matters, the financial condition, results of operations, plans, objectives, future performance, and business of our company. Forward-looking statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “continue,” “assume,” “believe,” “intend,” “plan,” “forecast,” “goal,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, without limitation:
| • | risks related to the concentration of our business in Texas, and specifically in the Houston, Dallas/Fort Worth, Bryan/College Station, San Antonio-New Braunfels, Corpus Christi, Tyler and Austin metropolitan areas and North Central Texas, including risks associated with any downturn in the real estate sector and risks associated with a decline in the values of single family homes in our Texas markets; |
| • | general market conditions and economic trends nationally, regionally and particularly in our Texas markets, including a decrease in or the volatility of oil and gas prices; |
| • | the impact, duration and severity of the COVID-19 pandemic (or any current or future variant thereof), the response of governmental authorities to the pandemic and our participation in COVID-19-related government programs such as the Paycheck Protection Program (the “PPP”) and Main Street Lending Program; |
| • | risks related to our concentration in our primary markets, which are susceptible to severe weather events that could negatively impact the economies of our markets, our operations or our customers, any of which could have a material adverse effect on our business, financial condition and results of operations; |
| • | our ability to implement our growth strategy, including identifying and consummating suitable acquisitions; |
| • | risks related to the integration of any acquired businesses, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, the time and costs associated with integrating systems, technology platforms, procedures and personnel, retention of customers and employees, the need for additional capital to finance such transactions, and possible failures in realizing the anticipated benefits from acquisitions; |
| • | changes in Small Business Administration (“SBA”) loan products, including specifically the Section 7(a) program and Section 504 loans, or changes in SBA standard operating procedures; |
| • | risks associated with our loans to and deposit accounts from foreign nationals; |
| • | our ability to develop, recruit and retain successful bankers that meet our expectations in terms of customer relationships and profitability; |
| • | risks associated with the relatively unseasoned nature of a significant portion of our loan portfolio; |
| • | risks related to our strategic focus on lending to small to medium-sized businesses; |
| • | the accuracy and sufficiency of the assumptions and estimates we make in establishing reserves for potential loan losses and other estimates; |
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| • | the risk of deteriorating asset quality and higher loan charge-offs; |
| • | the time and effort necessary to resolve nonperforming assets; |
| • | risks associated with our commercial loan portfolio, including the risk for deterioration in value of the general business assets that generally secure such loans; |
| • | risks associated with our nonfarm nonresidential and construction loan portfolios, including the risks inherent in the valuation of the collateral securing such loans; |
| • | potential changes in the prices, values and sales volumes of commercial and residential real estate securing our real estate loans; |
| • | risks related to the significant amount of credit that we have extended to a limited number of borrowers and in a limited geographic area; |
| • | our ability to maintain adequate liquidity and to raise necessary capital to fund our acquisition strategy and operations or to meet increased minimum regulatory capital levels; |
| • | material decreases in the amount of deposits we hold, or a failure to grow our deposit base as necessary to help fund our growth and operations; |
| • | changes in market interest rates that affect the pricing of our loans and deposits and our net interest income, as well as the potential discontinuance of London Interbank Offer Rate (“LIBOR”) and the uncertainty around its replacement; |
| • | potential fluctuations in the market value and liquidity of our investment securities; |
| • | the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services; |
| • | our ability to maintain an effective system of disclosure controls and procedures and internal control over financial reporting; |
| • | risks associated with fraudulent, negligent, or other acts by our customers, employees or vendors; |
| • | our ability to keep pace with technological change or difficulties when implementing new technologies; |
| • | risks associated with system failures or failures to protect against cybersecurity threats, such as breaches of our network security; |
| • | risks associated with data processing system failures and errors; |
| • | potential impairment on the goodwill we have recorded or may record in connection with business acquisitions; |
| • | the initiation and outcome of litigation and other legal proceedings against us or to which we become subject; |
| • | our ability to comply with various governmental and regulatory requirements applicable to financial institutions, including regulatory requirements to maintain minimum capital levels; |
| • | the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, such as implementation of the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”); |
| • | changes in tariffs and trade barriers; |
| • | governmental monetary and fiscal policies, including the policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”); |
| • | our ability to comply with supervisory actions by federal and state banking agencies; |
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| • | changes in the scope and cost of Federal Deposit Insurance Corporation (the “FDIC”) insurance and other coverage; |
| • | systemic risks associated with the soundness of other financial institutions; |
| • | disruption to our businesses as a result of our November 18, 2021 announcement and pendency of our merger (the “Proposed Merger”) with and into Simmons First National Corporation (“Simmons”), including through deposit attrition, customer and revenue loss, diversion of management time and attention to planning integration activities, and our ability to retain sufficient staffing; |
| • | cost savings and any revenue synergies from the Proposed Merger may not be fully realized or may take longer than anticipated to be realized; |
| • | the occurrence of any event, change or other circumstances that could give rise to the right of us and/or Simmons to terminate the merger agreement with respect to the Proposed Merger; |
| • | the possibility that the Proposed Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; |
| • | the risk that the integration of ours and/or Simmons’ operations will be materially delayed or will be more costly or difficult than expected, or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; |
| • | the ability by Simmons and us to obtain required governmental approvals of the Proposed Merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the surviving corporation or the expected benefits of the transaction); |
| • | reputational risk and the reaction of each of our and Simmons’ customers, suppliers, employees or other business partners to the Proposed Merger; |
| • | the failure of the closing conditions in the merger agreement to be satisfied in connection with the Proposed Merger, or any unexpected delay in closing the Proposed Merger; and |
| • | the outcome of any legal proceedings that may be instituted against us or Simmons with respect to the Proposed Merger which may delay or prevent completion of the transaction. |
Because of these and other risks and uncertainties, our actual future results may be materially different from the results indicated by any forward-looking statements. For additional information with respect to factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see “Risk Factors” under Part I, Item 1A of this Annual Report on Form 10-K. In addition, our past results of operations do not necessarily indicate our future results. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. Except as required by law, we undertake no obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Part I
Item 1. Business
General
Spirit of Texas Bancshares, Inc. is a Texas corporation and a registered bank holding company located in the Houston metropolitan area with headquarters in Conroe, Texas. We offer a broad range of commercial and retail banking services through our wholly-owned bank subsidiary, Spirit of Texas Bank SSB. As of the date of this Annual Report on Form 10-K, we operate through 35 locations primarily in the Houston, Dallas/Fort Worth, Bryan/College Station, San Antonio-New Braunfels, Corpus Christi, Tyler and Austin metropolitan areas, along with North Central Texas. As of December 31, 2021, we had total assets of $3.27 billion, loans held for investment of $2.32 billion, total deposits of $2.78 billion and total stockholders’ equity of $393.82 million.
We are a business-focused bank that delivers relationship-driven financial services to small and medium-sized businesses and individuals in our market areas. Our philosophy is to target commercial customers whose businesses generate between $3 to $30 million of annual revenue. Our product offerings consist of a wide range of commercial products, including term loans and operating lines of credit to commercial and industrial companies; commercial real estate loans; construction and development loans; SBA loans; commercial deposit accounts; and treasury management services. In addition, our retail offerings include consumer loans, 1-4 single family residential real estate loans and retail deposit products.
We operate in one reportable segment of business, community banking, which includes Spirit of Texas Bank SSB, our sole banking subsidiary.
Pending Merger of Simmons First National Corporation and Spirit of Texas Bancshares, Inc.
On November 18, 2021, we entered into an Agreement and Plan of Merger (the “merger agreement”) with Simmons First National Corporation (“Simmons”), parent company of Simmons Bank, pursuant to which the companies will combine in an all‐stock transaction. Under the terms of the merger agreement, which was approved by both companies’ Boards of Directors, Spirit will merge with and into Simmons, with Simmons surviving (the “Proposed Merger”), and the combined holding company and bank will operate under the Simmons name and brand with the company’s headquarters remaining in Little Rock, Arkansas. Pending regulatory and shareholder approvals and the satisfaction of the closing conditions set forth in the merger agreement, the Proposed Merger is expected to close during the second calendar quarter of 2022.
Acquisition Activities
Since our inception in 2008, we have implemented a growth strategy that includes organic loan and deposit generation through the establishment of de novo branches, as well as strategic acquisitions that have either strengthened our presence in existing markets or expanded our operations into new markets with attractive business prospects. We have completed eleven acquisitions in twelve years, four of which followed our initial public offering in May 2018.
On November 14, 2018, we completed our acquisition (the “Comanche acquisition”) of Comanche National Corporation and its subsidiary, The Comanche National Bank (together, “Comanche”). This transaction resulted in eight additional branches in the North Central Texas region. The Company issued 2,142,857 shares of its common stock, as well as a net cash payment to Comanche shareholders of $12.2 million, for total consideration of $52.9 million.
On April 2, 2019, Spirit completed its acquisition (the “Beeville acquisition”) of First Beeville Financial Corporation and its subsidiary, The First National Bank of Beeville (together, “Beeville”). This transaction resulted in three additional branches and two loan production offices in the South Texas region. The Company issued 1,579,191 shares of its common stock, as well as a net cash payment to Beeville shareholders of $32.4 million, for total consideration of $65.9 million.
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On November 5, 2019, Spirit completed its acquisition (the “Citizens acquisition”) of Chandler Bancorp, Inc. and its subsidiary, Citizens State Bank (together, “Citizens”). This transaction resulted in seven additional branches in the Northeast Texas region. The Company issued 2,100,000 shares of its common stock, as well as $17.9 million in cash, for total consideration of $62.5 million.
On February 28, 2020, Spirit completed its acquisition of certain assets and assumption of certain liabilities associated with five banking locations of Simmons Bank (the “Simmons branch acquisition”). The offices are located in Austin, San Antonio and Tilden, Texas. The Company paid total consideration of $131.6 million in the Simmons branch acquisition.
Market Area and Market Share
We have 35 locations primarily in the Houston, Dallas/Fort Worth, Bryan/College Station, San Antonio-New Braunfels, Corpus Christi, Tyler and Austin metropolitan areas, along with North Central Texas. We believe our exposure to these dynamic and complementary markets provides us with economic diversification and the opportunity for expansion across Texas.
Our top four markets include the Houston-The Woodlands-Sugar Land MSA, Dallas-Fort Worth-Arlington MSA, College Station-Bryan MSA and San Antonio-New Braunfels MSA. As of June 30, 2021, our deposit market share in each of these respective markets was 0.23%, 0.07%, 3.90% and 0.30%. Overall, in the State of Texas, we rank 38th in total deposits as of June 30, 2021 according to S&P Capital IQ Pro.
Competition
The banking business is highly competitive, and our profitability will depend principally upon our ability to compete with other banks and non-bank financial institutions located in each of our banking center locations for lending opportunities, deposit funds, bankers and acquisition candidates. Our banking competitors in our target markets include various community banks and national and regional banks. There were over 495 FDIC-insured depository institutions that operate in the State of Texas as of December 31, 2021.
We are subject to vigorous competition in all aspects of our business from banks, savings banks, savings and loan associations, finance companies, credit unions and other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies, asset-based non-bank lenders, insurance companies and certain other non-financial entities, including retail stores which may maintain their own credit programs and certain governmental organizations which may offer more favorable financing than we can. Many of the banks and other financial institutions with which we compete have significantly greater financial resources, marketing capability and name recognition than us and operate on a local, statewide, regional or nationwide basis.
Our strategy to compete effectively in our markets is to emphasize our identity as a community-oriented bank in contrast to larger, national and regional banks. As a community bank, we can respond to loan requests quickly and flexibly through decisions made locally. Our marketing strategy is relationship and referral-based. We rely heavily on our bankers and the efforts of our officers and directors for building and strengthening those relationships. Additionally, our bankers, directors and officers are actively involved in our primary markets and are a strong source of introductions and referrals.
Human Capital Resources
As of December 31, 2021, we had 380 employees of which 363 were full-time employees. None of our employees are represented by a union. Management believes that our relationship with employees is good.
Lending Activities
Lending Limits. Our lending activities are subject to a variety of lending limits imposed by state and federal law. In general, we are subject to a legal limit on loans to a single borrower equal to 25% of the Bank’s tier 1 capital. This limit increases or decreases as the Bank’s capital increases or decreases. As of December 31, 2021, our legal lending limit was $83.2 million and our largest relationship was $45.2 million. In order to ensure compliance with legal lending limits and in accordance with our strong risk management culture, we maintain internal lending limits that are significantly less than the legal lending limits. We are able to sell participations in our larger loans to other financial institutions, which allows us to manage the risk involved in these loans and to meet the lending needs of our customers requiring extensions of credit in excess of these limits.
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Credit Department. The Bank maintains a large credit department under the direction of the Bank’s Chief Credit Officer. The credit department prepares and provides in-depth credit administration reporting to the Bank’s Asset Quality Committee on a quarterly basis to aid the committee in monitoring and adjusting the Bank’s loan focus as it grows. In addition, the credit department provides analytical and underwriting services in support of the loan officers developing their respective loan portfolios. The credit department also serves as a training ground for the Bank’s newest credit analysts who will be used to support our most senior loan officers as they are further trained to be our future lending officers.
Loan Review. The Bank utilizes an internal loan review system called the Relationship Review Process. Generally, all loan relationships greater than $500 thousand are reviewed by the loan officer at least annually. The loan officer will prepare a Relationship Review Memo that updates the credit file with new financials, review of the collateral status, and provide any meaningful commentary that documents changes in the borrower’s overall condition. For loan relationships greater than $2 million, the Relationship Review Process is done semi-annually. Upon completion of the Relationship Review Memo, the loan officer must present the memo to the Chief or Deputy Chief Credit Officer for final review, appropriate grade change, if needed, and then approval to place in the credit file for future reference. We believe this process gives the Chief Credit Officer and executive management strong insight into the underlying performance of the Bank’s loan portfolio allowing for accurate and proper real-time grading of the loan portfolio.
Additionally, we employ an external third-party loan review team to review up to 70% of the Bank’s entire loan portfolio on an annual basis. This review will include all large loan relationships, insider loans, all criticized loans and the Bank’s allowance for loan and lease losses calculations.
Nonperforming Loans. We stringently monitor loans that are classified as nonperforming. Nonperforming loans include nonaccrual loans, loans past due 90 days or more, and loans renegotiated or restructured because of a borrower’s financial difficulties. Loans are generally placed on nonaccrual status if any of the following events occur: (i) the classification of a loan as nonaccrual internally or by regulatory examiners; (ii) delinquency on principal for 90 days or more unless we are in the process of collection; (iii) a balance remains after repossession of collateral; (iv) notification of bankruptcy; or (v) we determine that nonaccrual status is appropriate.
Allowance for Loan and Lease Losses. The allowance for loan and lease losses (the “allowance”) is maintained at a level that we believe is adequate to absorb all probable losses on loans then present in the loan portfolio. The amount of the allowance is affected by: (i) loan charge-offs, which decrease the allowance; (ii) recoveries on loans previously charged-off, which increase the allowance; and (iii) the provision of possible loan losses charged to income, which increases the allowance. In determining the provision for possible loan losses, we monitor fluctuations in the allowance resulting from actual charge-offs and recoveries, and we periodically review the size and composition of the loan portfolio in light of current and anticipated economic conditions in an effort to evaluate portfolio risks. The amount of the provision is based on our judgment of those risks.
Investments
We maintain a portfolio of investments, primarily in obligations of the United States or obligations guaranteed as to principal and interest by the United States and other taxable securities, to provide liquidity and an additional source of income, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements.
We invest in U.S. Treasury bills and notes, as well as in securities of federally-sponsored agencies, such as Federal Home Loan Bank bonds. We may invest in federal funds, negotiable certificates of deposit, banker’s acceptances, mortgage-backed securities, corporate bonds and municipal or other tax-free bonds. No investment in any of those instruments will exceed any applicable limitation imposed by law or regulation. Our asset/liability/investment committee reviews the investment portfolio on an ongoing basis in order to ensure that the investments conform to our internal policy set by our board.
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Sources of Funds
General. Deposits traditionally have been our primary source of funds for our investment and lending activities. Our primary outside borrowing source is the Federal Home Loan Bank of Dallas (“FHLB” or “FHLB of Dallas”). Our additional sources of funds are scheduled loan payments, maturing investments, loan repayments, retained earnings, income on other earning assets and the proceeds of loan sales.
Core Deposits. Our core deposits include checking accounts, money market accounts, savings accounts, a variety of certificates of deposit and individual retirement accounts. To attract core deposits, we employ an aggressive marketing plan in our primary service areas and feature a broad product line and competitive offerings. The primary sources of core deposits are residents and businesses located in the markets we serve. We obtain these core deposits through personal solicitation by our lenders, officers and directors, direct mail solicitations and advertisements in the local media.
Borrowings. To supplement our core deposits, we maintain borrowings consisting of advances from the FHLB of Dallas, borrowings under the Paycheck Protection Program Liquidity Facility (“PPPLF”), long-term subordinated notes, and a holding company line of credit with a third-party lender. At December 31, 2021, FHLB advances totaled $38.5 million, or 1.3% of total liabilities. At December 31, 2021, we had additional capacity to borrow from the FHLB of $841.9 million. At December 31, 2021, all borrowings under the PPPLF had been repaid, and subordinated notes, net of debt issuance costs totaled $36.5 million, or 1.3% of total liabilities. We had $50.0 million available to be drawn on a line of credit with a third-party lender as of December 31, 2021.
Other Banking Services
We offer banking products and services that we believe are attractively priced and easily understood by our customers. In addition to traditional bank accounts such as checking, savings, money markets and CDs, we offer a full range of ancillary banking services, including a full suite of treasury management services, consumer and commercial online banking services, mobile applications, safe deposit boxes, wire transfer services, debit cards and ATM access. Merchant services (credit card processing) and co-branded credit card services are offered through a correspondent bank relationship. We do not exercise trust powers.
SUPERVISION AND REGULATION
General
We are extensively regulated under U.S. federal and state law. As a result, our growth and earnings performance may be affected not only by management decisions and general economic conditions, but also by federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the Texas Department of Savings and Mortgage Lending (the “TDSML”), the Federal Reserve, the FDIC and the Consumer Financial Protection Bureau (the “CFPB”). Furthermore, tax laws administered by the Internal Revenue Service (the “IRS”) and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board (“FASB”), securities laws administered by the Securities and Exchange Commission (“SEC”) and state securities authorities and anti-money laundering laws enforced by the U.S. Department of the Treasury (the “Treasury Department”), also impact our business, financial condition and results of operations. The nature and extent of future legislative, regulatory or other changes affecting financial institutions are impossible to predict with any certainty.
Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of banks, their holding companies and their affiliates. These laws are intended primarily for the protection of depositors, customers and the Deposit Insurance Fund (the “DIF”) rather than for shareholders. Federal and state laws, and the related regulations of the bank regulatory agencies, affect, among other things, the scope of business, the kinds and amounts of investments banks may make, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, the ability to merge, consolidate and acquire, dealings with insiders and affiliates and the payment of dividends.
This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings that, while not publicly available, can affect the conduct and growth of their businesses. These examinations consider not only
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compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management’s ability and performance, earnings, liquidity and various other factors. These regulatory agencies have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies.
The following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and the Bank. It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.
Holding Company Regulation
As a registered bank holding company, the Company is required to furnish to the Federal Reserve periodic reports of its financial condition and results of operations and may also be required to furnish such additional information and reports as the Federal Reserve may require.
Permitted Activities
Under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), a bank holding company that is not a financial holding company, as discussed below, is generally permitted to engage in, or acquire direct or indirect control of more than five percent of any class of the voting shares of any company that is not a bank or bank holding company and that is engaged in, the following activities (in each case, subject to certain conditions and restrictions and prior approval of the Federal Reserve unless otherwise exempt): banking or managing or controlling banks; furnishing services to or performing services for our subsidiaries; and any activity that the Federal Reserve determines by regulation or order to be so closely related to banking as to be a proper incident to the business of banking. The Federal Reserve has the authority to order a bank holding company or its subsidiaries to terminate any of its activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness or stability of it or any of its bank subsidiaries.
Under the BHC Act, as amended by the Gramm-Leach-Bliley Act (the “GLBA”), a bank holding company may also file an election with the Federal Reserve to become a financial holding company and engage, directly or through its non-bank subsidiaries, in any activity that is financial in nature or incidental to such financial activity or in any other activity that is complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally. These activities include securities underwriting and dealing, insurance underwriting and making merchant banking investments. Such an election is subject to certain eligibility requirements, including the requirement that the bank holding company be both “well capitalized” and “well managed”, as defined in the BHC Act and implementing regulations. The Company has not made an election to become a financial holding company.
Acquisitions, Activities and Change in Control
The BHC Act generally requires the prior approval by the Federal Reserve for (x) any merger involving a bank holding company, (y) a bank holding company’s acquisition of more than 5% of a class of voting securities of any additional bank or bank holding company, or (z) to acquire all or substantially all of the assets of any additional bank or bank holding company. In reviewing applications seeking approval of merger and acquisition transactions, the Federal Reserve considers, among other things, the competitive effect and public benefits of the transactions, the capital position and managerial resources of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the Community Reinvestment Act (the “CRA”) and the effectiveness of all organizations involved in the merger or acquisition in combating money laundering activities. In addition, failure to implement or maintain adequate compliance programs could cause bank regulators not to approve an acquisition where regulatory approval is required or to prohibit an acquisition even if approval is not required.
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Subject to certain conditions, including deposit concentration limits established by the BHC Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depository institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized and well-managed in order to complete interstate mergers or acquisitions. For a discussion of the capital requirements, see “Regulatory Capital Requirements” below.
Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator. “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 5.00% and 24.99% voting ownership. In January 2020, the Federal Reserve adopted a final rule to revise its regulations related to determinations of whether a company with an ownership interest between 5% and 25% of any class of voting securities of another company has the ability to exercise a controlling influence over such company for purposes of the BHC Act, which became effective on September 30, 2020. The final rule expands and codifies the presumptions for use in such control determinations according to a tiered methodology using 5%, 10% and 15% as the presumption thresholds. By codifying the presumptions, the final rule provides greater transparency on the types of relationships that the Federal Reserve generally views as supporting a facts-and-circumstances determination that one company controls another company. The Federal Reserve’s final rule applies to questions of control under the BHC Act, but does not extend to Change in Bank Control Act, as amended (the “Change in Bank Control Act”).
The Change in Bank Control Act defines “control” as the direct or indirect power to vote 25% or more of any class of voting securities or to direct the management or policies of a bank holding company or an insured bank. A rebuttable presumption of control arises under the Change in Bank Control Act where a person or group controls 10% or more, but less than 25%, of a class of the voting stock of a company or insured bank which is a reporting company under the Exchange Act, such as the Company, or such ownership interest is greater than the ownership interest held by any other person or group.
In addition, the Change in Bank Control Act prohibits any entity from acquiring 25% (or 5% in the case of an acquirer that is a bank holding company) or more of a bank holding company’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a bank holding company or bank without the approval of the Federal Reserve. On September 22, 2008, the Federal Reserve issued a policy statement on equity investments in bank holding companies and banks, which allows the Federal Reserve to generally be able to conclude that an entity’s investment is not “controlling” if the investment in the form of voting and nonvoting shares represents in the aggregate (i) less than one-third of the total equity of the banking organization (and less than one-third of any class of voting securities, assuming conversion of all convertible nonvoting securities held by the entity) and (ii) less than 15% of any class of voting securities of the banking organization.
Bank Holding Company Obligations to Bank Subsidiaries
Under current law and Federal Reserve policy, a bank holding company is expected to act as a source of financial and managerial strength to its depository institution subsidiaries and to maintain resources adequate to support such subsidiaries, which could require us to commit resources to support the Bank in situations where additional investments in a bank may not otherwise be warranted. These situations include guaranteeing the compliance of an “undercapitalized” bank with its obligations under a capital restoration plan, as described further under “Bank Regulation—Capitalization Requirements and Prompt Corrective Action” below. As a result of these obligations, a bank holding company may be required to contribute additional capital to its subsidiaries including in the form of capital notes or other instruments that qualify as capital under regulatory rules. Any such loan from a holding company to a subsidiary bank is likely to be unsecured and subordinated to the bank’s depositors and perhaps to other creditors of the bank.
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Restrictions on Bank Holding Company Dividends and Stock Redemptions and Repurchases
It is the Federal Reserve’s policy that bank holding companies should generally pay dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. It is also the Federal Reserve’s policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to its banking subsidiaries. Additionally, the Federal Reserve has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong. The Federal Reserve possesses enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. Further, the Company’s ability to pay dividends could be impaired if its capital levels fall below the capital conservation buffer discussed below.
Bank holding companies must consult with the Federal Reserve before redeeming any equity or other capital instrument included in tier 1 or tier 2 capital prior to stated maturity, if (x) such redemption could have a material effect on the level or composition of the organization’s capital base or (y) as a result of such repurchase, there is a net reduction of the outstanding amount of common stock or preferred stock outstanding at the beginning of the quarter in which the redemption or repurchase occurs. In addition, bank holding companies are unable to repurchase shares equal to 10% or more of their net worth if they would not be well-capitalized (as defined by the Federal Reserve) after giving effect to such repurchase. Bank holding companies experiencing financial weaknesses, or that are at significant risk of developing financial weaknesses, must consult with the Federal Reserve before redeeming or repurchasing common stock or other regulatory capital instruments.
Generally, a Texas corporation may not make distributions to its shareholders if (i) after giving effect to the dividend, the corporation would be insolvent, or (ii) the amount of the dividend exceeds the surplus of the corporation. Dividends may be declared and paid in a corporation’s own treasury shares that have been reacquired by the corporation’s own authorized but unissued shares out of the surplus of the corporation upon the satisfaction of certain conditions. In addition, since our legal entity is separate and distinct from the Bank and does not conduct stand-alone operations, our ability to pay dividends depends on the ability of the Bank to pay dividends to us, which is also subject to regulatory restrictions as described in “Bank Regulation—Bank Dividends” below.
Capital Regulations
The federal banking agencies have adopted risk-based capital adequacy guidelines for banks and bank holding companies. These risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure, to minimize disincentives for holding liquid assets and to achieve greater consistency in evaluating the capital adequacy of major banks throughout the world.
The Company is subject to the Basel III Capital Rules, which implement a capital conservation buffer on top of its minimum risk-based capital requirements that must be met in order to avoid restrictions on capital distributions or discretionary bonus payments to executives. This buffer must consist solely of tier 1 common equity, but the buffer applies to all three risk-based ratios (CET 1 Capital (as defined below), tier 1 capital and total capital).
The Basel III Capital Rules require the following minimum capital requirements:
| • | a common equity tier 1 risk-based capital ratio of 4.5%, plus the 2.5% capital conservation buffer, effectively resulting in a minimum ratio of CET1 Capital to risk-weighted assets of at least 7%; |
| • | a tier 1 risk-based capital ratio of 6%, plus the capital conservation buffer, effectively resulting in a minimum tier 1 capital ratio of 8.5%; |
| • | a total risk-based capital ratio of 8%, plus the capital conservation buffer, effectively resulting in a minimum total capital ratio of 10.5%; and |
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As of December 31, 2021, the Company and the Bank exceeded all capital adequacy requirements under the Basel III Capital Rules.
Under the Basel III Capital Rules, tier 1 capital is defined to include two components: common equity tier 1 capital (“CET1 Capital”) and additional tier 1 capital. CET1 Capital consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income and limited amounts of minority interests that are in the form of common stock. Additional tier 1 capital includes other perpetual instruments historically included in tier 1 capital, such as non-cumulative perpetual preferred stock.
The Basel III Capital Rules require certain deductions from or adjustments to capital. Deductions from CET1 Capital are required for goodwill (net of associated deferred tax liabilities); intangible assets such as non-mortgage servicing assets and purchased credit card relationships (net of associated deferred tax liabilities); deferred tax assets that arise from net operating loss and tax credit carryforwards (net of any related valuations allowances and net of deferred tax liabilities); any gain on sale in connection with a securitization exposure; any defined benefit pension fund net asset (net of any associated deferred tax liabilities) held by a bank holding company (this provision does not apply to a bank or savings association); the aggregate amount of outstanding equity investments (including retained earnings) in financial subsidiaries; and identified losses. Other deductions are necessary from different levels of capital. The Basel III Capital Rules also increased the risk weight for certain assets, meaning that more capital must be held against such assets. For example, commercial real estate loans that do not meet certain underwriting requirements must be risk-weighted at 150%.
Additionally, the Basel III Capital Rules provide for the deduction of three categories of assets: (i) deferred tax assets arising from temporary differences that cannot be realized through net operating loss carrybacks (net of related valuation allowances and of deferred tax liabilities), (ii) mortgage servicing assets (net of associated deferred tax liabilities) and (iii) investments in more than 10% of the issued and outstanding common stock of unconsolidated financial institutions (net of associated deferred tax liabilities). The amount in each category that exceeds 10% of CET1 Capital must be deducted from CET1 Capital. The remaining, non-deducted amounts are then aggregated, and the amount by which this total amount exceeds 15% of CET1 Capital must be deducted from CET1 Capital. Amounts of minority investments in consolidated subsidiaries that exceed certain limits and investments in unconsolidated financial institutions may also have to be deducted from the category of capital to which such instruments belong.
Accumulated other comprehensive income (“AOCI”) is presumptively included in CET1 Capital and often would operate to reduce this category of capital. The Basel III Capital Rules provided a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI and we determined to opt out.
Furthermore, in an effort to support our communities during the COVID-19 pandemic, we are participating in the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and implemented by the SBA and, as a result, have access to the PPPLF established by the Federal Reserve. At December 31, 2021, there were no borrowings under the PPPLF. Any PPP loans pledged as collateral for the PPPLF would be excluded from average assets used in the leverage ratio calculation. All PPP loans are fully guaranteed by the SBA and have no impact on our risk-based capital ratios.
Community Bank Leverage Ratio
On September 17, 2019, the federal banking agencies jointly finalized a rule to be effective January 1, 2020 and intended to simplify the regulatory capital requirements described above for qualifying community banking organizations that opt into the Community Bank Leverage Ratio (“CBLR”) framework, as required by Section 201 of the EGRRCPA. The final rule became effective on January 1, 2020, and the CBLR framework became available for banks to use beginning with their March 31, 2020 Call Reports. Under the final rule, if a qualifying community banking organization opts into the CBLR framework and meets all requirements under the framework, it will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations described below and will not be required to report or calculate risk-based capital. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. Although the Company and the Bank are qualifying community banking organizations, the Company and the Bank have elected not to opt in to the CBLR framework at this time and will continue to follow the Basel III capital requirements as described above.
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Tie in Arrangements
Federal law prohibits bank holding companies and any subsidiary banks from engaging in certain tie in arrangements in connection with the extension of credit. For example, the Bank may not extend credit, lease or sell property, or furnish any services, or fix or vary the consideration for any of the foregoing on the condition that (i) the customer must obtain or provide some additional credit, property or services from or to the Bank other than a loan, discount, deposit or trust services, (ii) the customer must obtain or provide some additional credit, property or service from or to the Company or the Bank, or (iii) the customer must not obtain some other credit, property or services from competitors, except reasonable requirements to assure soundness of credit extended.
Executive Compensation
In 2010, the federal banking agencies issued guidance to regulated banks and holding companies intended to ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices. The guidance is based on three “key principles” calling for incentive compensation plans to: appropriately balance risks and rewards; be compatible with effective controls and risk management; and be backed up by strong corporate governance. Further, in 2016 the federal banking regulators re-proposed rules that would prohibit incentive compensation arrangements that would encourage inappropriate risks by providing excessive compensation or that could lead to a material financial loss, and include certain prescribed standards for governance and risk management for incentive compensation for institutions, such as us, that have over $1 billion in consolidated assets.
The Dodd-Frank Act requires public companies to include, at least once every three years, a separate non-binding “say-on-pay” vote in their proxy statement by which shareholders may vote on the compensation of the public company’s named executive officers. The Dodd-Frank Act also requires public companies to conduct a separate shareholder vote on the future frequency of the “say-on-pay” vote. The vote on the frequency of “say-on-pay,” frequently referred to as “say-on-frequency,” must be held every six years. In addition, if such public companies are involved in a merger, acquisition, or consolidation, or if they propose to sell or dispose of all or substantially all of their assets, shareholders have a right to an advisory vote on any golden parachute arrangements in connection with such transaction (frequently referred to as “say-on-golden parachute” vote). As an emerging growth company, we are not required to obtain “say-on-pay,” “say-on-frequency” or “say-on-golden-parachute” votes from our shareholders for so long as we remain an emerging growth company.
Bank Regulation
The Bank is a state savings bank that is chartered by and headquartered in the State of Texas. The Bank is subject to supervision and regulation by the TDSML and the FDIC. The TDSML supervises and regulates all areas of the Bank’s operations including, without limitation, the making of loans, the issuance of securities, the conduct of the Bank’s corporate affairs, the satisfaction of capital adequacy requirements, the payment of dividends, and the establishment or closing of banking offices. The FDIC is the Bank’s primary federal regulatory agency, which periodically examines the Bank’s operations and financial condition and compliance with federal consumer protection laws. In addition, the Bank’s deposit accounts are insured by the FDIC to the maximum extent permitted by law, and the FDIC has certain enforcement powers over the Bank.
As a state savings bank in Texas, the Bank is empowered by statute, subject to the limitations contained in those statutes, to take and pay interest on savings and time deposits, to accept demand deposits, to make loans on residential and other real estate, to make consumer and commercial loans, to invest, with certain limitations, in equity securities and in debt obligations of banks and corporations and to provide various other banking services for the benefit of the Bank’s clients. Various state consumer laws and regulations also affect the operations of the Bank, including state usury laws and consumer credit laws.
The Texas Finance Code further provides that, subject to the limitations established by rule of the Texas Finance Commission, a Texas savings bank may make any loan or investment or engage in any activity permitted under state law for a bank or savings and loan association or under federal law for a federal savings and loan association, savings bank or national bank if such institution’s principal office is located in Texas. This provision is commonly referred to as the “Expansion of Powers” provision of the Texas Finance Code applicable to state savings banks.
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Under federal law, a Texas state savings bank is a state bank. The Federal Deposit Insurance Corporation Improvement Act of 1991 (the “FDICIA”) provides that no state bank or subsidiary thereof may engage as a principal in any activity not permitted for national banks, unless the institution complies with applicable capital requirements and the FDIC determines that the activity poses no significant risk to the DIF.
Texas state-chartered savings banks are required to maintain at least 50% of their portfolio assets in qualified thrift investments as defined by 12 U.S.C. § 1467a(m)(4)(C) and other assets determined by the commissioner of the TDSML under rules adopted by the Texas Finance Commission, to be substantially equivalent to qualified thrift investments or which further residential lending or community development.
Capital Adequacy
See “Holding Company Regulation—Capital Regulations” above.
Prompt Corrective Action
Federal law and regulations establish a capital-based regulatory framework designed to promote early intervention for troubled banks and require the FDIC to choose the least expensive resolution of bank failures. The capital-based regulatory framework contains five categories of regulatory capital requirements, including “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” To qualify as a “well capitalized” institution for these purposes, a bank must have a leverage ratio of no less than 5%, a tier 1 capital ratio of no less than 8%, a CETI Capital ratio of no less than 6.5% and a total risk-based capital ratio of no less than 10%, and a bank must not be under any order or directive from the appropriate regulatory agency to meet and maintain a specific capital level. Generally, a financial institution must be “well capitalized” before the Federal Reserve will approve an application by a bank holding company to acquire a bank or merge with a bank holding company. The FDIC applies the same requirement in approving bank merger applications.
Immediately upon becoming undercapitalized, a depository institution becomes subject to the provisions of Section 38 of the Federal Deposit Insurance Act of 1950 (“FDIA”), which: (i) restrict payment of capital distributions and management fees; (ii) require that the appropriate federal banking agency monitor the condition of the institution and its efforts to restore its capital; (iii) require submission of a capital restoration plan; (iv) restrict the growth of the institution’s assets; and (v) require prior approval of certain expansion proposals. Bank holding companies controlling financial institutions can be called upon to boost the institutions’ capital and to partially guarantee the institutions’ performance under their capital restoration plans. The appropriate federal banking agency for an undercapitalized institution also may take any number of discretionary supervisory actions if the agency determines that any of these actions are necessary to resolve the problems of the institution at the least possible long-term cost to the deposit insurance fund, subject in certain cases to specified procedures. These discretionary supervisory actions include: (i) requiring the institution to raise additional capital; (ii) restricting transactions with affiliates; (iii) requiring divestiture of the institution or the sale of the institution to a willing purchaser; (iv) requiring the institution to change and improve its management; (iv) prohibiting the acceptance of deposits from correspondent banks; (v) requiring prior Federal Reserve approval for any capital distribution by a bank holding company controlling the institution; and (vi) any other supervisory action that the agency deems appropriate. These and additional mandatory and permissive supervisory actions may be taken with respect to significantly undercapitalized and critically undercapitalized institutions.
As of December 31, 2021, the Bank had sufficient capital to qualify as “well capitalized” under the requirements contained in the applicable regulations, policies and directives pertaining to capital adequacy, and it is unaware of any material violation or alleged material violation of these regulations, policies or directives. Rapid growth, poor loan portfolio performance, or poor earnings performance, or a combination of these factors, could change the Bank’s capital position in a relatively short period of time, making additional capital infusions necessary.
It should be noted that the minimum ratios referred to above in this section are merely guidelines, and the Bank’s regulators possess the discretionary authority to require higher capital ratios.
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Bank Dividends
The FDIC prohibits any distribution that would result in the Bank being “undercapitalized” (<4% leverage, <4.5% CET1 risk-based, <6% tier 1 risk-based, or <8% total risk-based). Unless the approval of the FDIC is obtained, the Bank may not declare or pay a dividend if the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of the Bank’s net income during the current calendar year and the retained net income of the prior two calendar years. Under Texas law, the Bank is permitted to declare and pay a dividend on capital stock only out of current or retained income.
Insurance of Accounts and Other Assessments
The Bank pays deposit insurance assessments to the DIF, which is determined through a risk-based assessment system. The Bank’s deposit accounts are currently insured by the DIF, generally up to a maximum of $250,000 per separately insured depositor.
The Bank pays assessments to the FDIC for such deposit insurance. Under the current assessment system, the FDIC assigns an institution to a risk category based on the institution’s most recent supervisory and capital evaluations, which are designed to measure risk. For deposit insurance assessment purposes, an insured depository institution is placed in one of four risk categories each quarter. An institution’s assessment is determined by multiplying its assessment rate by its assessment base. Under the FDIA, the FDIC may terminate a bank’s deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, agreement or condition imposed by the FDIC.
In connection with the Dodd Frank Act's requirement that insurance assessments be based on assets, in July 2016, the FDIC redefined its deposit insurance premium assessment base to be an institution's average consolidated total assets minus average tangible equity and revised its deposit insurance assessment rate schedule. In addition, the FDIC is considering, and is expected to adopt, a final rule to apply the CBLR framework to the deposit insurance assessment system.
On September 30, 2018, the DIF reserve ratio reached 1.36%. Because the reserve ratio exceeded the targeted 1.35% by the Dodd-Frank Act, two deposit assessment changes occurred under FDIC regulations: (i) surcharges on large banks ended, and the last surcharge on large banks was collected on December 28, 2018; and (ii) small banks were awarded assessment credits for the portion of their assessment that contributed to the growth in the reserve ratio from 1.15% to 1.35%, to be applied when the reserve ratio is at least 1.38%. The Bank's assessment credit as calculated by the FDIC was $427 thousand and was applied to the Bank's September 2019 Quarterly Invoice for Deposit Insurance, and was fully utilized during the first quarter of 2020. As of September 30, 2020, the FDIC announced that the ratio had declined to 1.30% due largely to consequences of the COVID-19 pandemic. The FDIC adopted a plan to restore the DIF to the 1.35% ratio within eight years but did not change its assessment schedule. Under the FDIC’s restoration plan, FDIC staff will update its projections for the DIF balance and DIF reserve ratio at least semiannually while the restoration plan is in effect. FDIC staff may in the future recommend assessment rate adjustments if deemed necessary.
The Bank is also required to pay quarterly assessments to the TDSML to support the activities and operations of the agency.
Audit Reports
For insured institutions with total assets of $1.0 billion or more, financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), management’s certifications signed by our and the Bank’s chief executive officer and chief accounting or financial officer concerning management’s responsibility for the financial statements, and an attestation by the auditors regarding the Bank’s internal controls must be submitted. For institutions with total assets of more than $3.0 billion, independent auditors may be required to review quarterly financial statements. FDICIA requires that the Bank have an independent audit committee, consisting of outside directors only, or that we have an audit committee that is entirely independent. The committees of such institutions must include members with experience in banking or financial management, must have access to outside counsel and must not include representatives of large customers. The Company’s audit committee consists entirely of independent directors.
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Restrictions on Transactions with Affiliates
The Bank is subject to sections 23A and 23B of the Federal Reserve Act of 1913 (the “FRA”), and the Federal Reserve’s Regulation W, as made applicable to state nonmember banks by Section 18(j) of the FDIA. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with such bank. Accordingly, transactions between the Bank, on the one hand, and the Company or any affiliates, on the other hand, will be subject to a number of restrictions. Sections 23A and 23B of the FRA impose restrictions and limitations on the Bank from engaging in certain types of transactions between the Bank, on the one hand, and the Company or any affiliates, on the other hand, including making extensions of credit to, or the issuance of a guarantee or letter of credit on behalf of, the Company or other affiliates, the purchase of, or investment in, stock or other securities thereof, the taking of such securities as collateral for loans, and the purchase of assets of the Company or other non-bank affiliates. Such restrictions and limitations prevent the Company or other affiliates from borrowing from the Bank unless the loans are secured by marketable obligations of designated amounts. Furthermore, such “covered transactions” are limited, individually, to 10% of the Bank’s capital and surplus and in the aggregate to 20% of the Bank’s capital and surplus.
All such transactions must be on terms that are no less favorable to the Bank than those that would be available from nonaffiliated third parties. Federal Reserve policies also forbid the payment by bank subsidiaries of management fees which are unreasonable in amount or exceed the fair market value of the services rendered or, if no market exists, actual costs plus a reasonable profit.
Financial Subsidiaries
Under the GLBA, subject to certain conditions imposed by their respective banking regulators, national and state-chartered banks are permitted to form “financial subsidiaries” that may conduct financial activities or activities incidental thereto, thereby permitting bank subsidiaries to engage in certain activities that previously were impermissible. The GLBA imposes several safeguards and restrictions on financial subsidiaries, including that the parent bank’s equity investment in the financial subsidiary be deducted from the bank’s assets and tangible equity for purposes of calculating the bank’s capital adequacy. In addition, the GLBA imposed new restrictions on transactions between a bank and its financial subsidiaries similar to restrictions applicable to transactions between banks and non-bank affiliates. As of December 31, 2021, the Bank did not have any financial subsidiaries.
Loans to Insiders
Loans to executive officers, directors or to any person who directly or indirectly, or acting through or in concert with one or more persons, owns, controls or has the power to vote more than 10% of any class of voting securities of a bank (“10% Shareholders”) or to any political or campaign committee the funds or services of which will benefit those executive officers, directors, or 10% Shareholders or which is controlled by those executive officers, directors or 10% Shareholders, are subject to Sections 22(g) and 22(h) of the FRA and their corresponding regulations, which is referred to as Regulation O. Among other things, these loans must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals and certain extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire board of directors. Regulation O prohibits loans to any of those individuals where the aggregate amount exceeds an amount equal to 15% of an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank’s unimpaired capital and unimpaired surplus. Section 22(g) of the FRA identifies limited circumstances in which the Bank is permitted to extend credit to executive officers. Furthermore, the Bank must periodically report all loans made to directors and other insiders to the bank regulators.
Branching
The Dodd-Frank Act permits insured state banks to engage in interstate branching if the laws of the state where the new banking office is to be established would permit the establishment of the banking office if it were chartered by a bank in such state. Under current Texas law, our Bank can establish a branch in Texas or in any other state. All branch applications of the Bank require prior approval of the TDSML and the FDIC. Finally, the Company may also establish banking offices in other states by merging with banks or by purchasing banking offices of other banks in other states, subject to certain restrictions.
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Liquidity Requirements
Historically, regulation and monitoring of bank and bank holding company liquidity has been addressed as a supervisory matter, without required formulaic measures. The Basel III Capital Rules liquidity framework requires banks and bank holding companies to measure their liquidity against specific liquidity tests. The federal banking agencies adopted final Liquidity Coverage Ratio rules in September 2014 and proposed Net Stable Funding Ratio rules in May 2016. These rules introduced two liquidity related metrics: (i) Liquidity Coverage Ratio is intended to require financial institutions to maintain sufficient high-quality liquid resources to survive an acute stress scenario that lasts for one month; and (ii) Net Stable Funding Ratio is intended to require financial institutions to maintain a minimum amount of stable sources relative to the liquidity profiles of the institution’s assets and contingent liquidity needs over a one-year period.
While the Liquidity Coverage Ratio and the proposed Net Stable Funding Ratio rules apply only to the largest banking organizations in the country, certain elements may filter down and become applicable to or expected of all insured depository institutions and bank holding companies.
Reserve Requirements
In accordance with regulations of the Federal Reserve, all banking organizations are required to maintain average daily reserves at mandated ratios against their transaction accounts (primarily NOW and Super NOW checking accounts). In addition, reserves must be maintained on certain non-personal time deposits. These reserves must be maintained in the form of vault cash or in an account at a Federal Reserve Bank.
Brokered Deposits
The FDIA restricts the use of brokered deposits by depository institutions that are not well capitalized. Under the applicable regulations, (i) a well-capitalized insured depository institution may solicit and accept, renew or roll over any brokered deposit without restriction, (ii) an adequately capitalized insured depository institution may not accept, renew or roll over any brokered deposit unless it has applied for and been granted a waiver of this prohibition by the FDIC and (iii) an undercapitalized insured depository institution may not accept, renew or roll over any brokered deposit. The FDIC may, on a case-by-case basis and upon application by an adequately capitalized insured depository institution, waive the restriction on brokered deposits upon a finding that the acceptance of brokered deposits does not constitute an unsafe or unsound practice with respect to such institution. As of December 31, 2021, the Bank was eligible to accept brokered deposits without a waiver from the FDIC.
Lending Limit
Because of the availability of the savings bank expansion of powers language in the Texas Finance Code, savings banks have flexibility in the calculation of their applicable lending limit. The lending limit applicable to state banks in Texas is broader than the limit applicable to national banks. The Texas Finance Code adopts the lending limit applicable to federal savings associations under the Home Owners’ Loan Act for state savings banks, however, Texas savings bank are permitted under the expansion of power authority to adopt the legal lending limit applicable to national banks or state banks. Generally (subject to certain exceptions) the lending limit for loans to one person for national banks and federal savings associations is 15% of unimpaired capital and unimpaired surplus plus an additional 10% of unimpaired capital and unimpaired surplus if the loan is fully secured by readily marketable collateral. The lending limit for state banks in Texas is generally 25% of unimpaired capital and unimpaired surplus plus an additional 15% of unimpaired capital and unimpaired surplus if the loan is fully secured by readily marketable collateral. The adoption of the lending limit for national banks or state banks must incorporate the limitations applicable to the standard adopted.
The Bank has adopted the lending limit applicable to state banks or 25% of unimpaired capital and unimpaired surplus plus an additional 15% of unimpaired capital and unimpaired surplus if the loan is fully secured by readily marketable collateral.
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Concentrated Commercial Real Estate Lending Regulations
The federal banking agencies, including the FDIC, have promulgated guidance governing financial institutions with concentrations in commercial real estate lending. The guidance provides that a bank has a concentration in commercial real estate lending if (i) total reported loans for construction, land development and other land represent 100% or more of total capital or (ii) total reported loans secured by commercial real estate loans represent 300% or more of total capital and the bank’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months. If a concentration is present, management must employ heightened risk management practices that address the following key elements: including board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing and maintenance of increased capital levels as needed to support the level of commercial real estate lending. Commercial real estate loans are land development and construction loans (including 1 to 4 family residential and commercial construction loans) and other land and development, commercial real estate loans secured by multifamily property and certain nonfarm nonresidential property (excluding loans secured by owner-occupied properties) and certain loans to real estate investment trusts and unsecured loans to developers.
The Basel III Rules also require loans categorized as “high-volatility commercial real estate” (“HVCRE”) to be assigned a 150% risk weighting and require additional capital support. However, the EGRRCPA prohibits federal banking regulators from imposing this higher capital standards on HVCRE exposures unless they are for higher risk loans for acquisition, development or construction (“ADC”) and clarifying ADC status.
On November 20, 2019, federal banking regulators jointly issued a final rule revising the definition of a HVCRE exposure and providing interpretations of certain aspects of Acquisition Development and Construction loans. The interpretation under this final rule took effect on April 1, 2020.
Examination and Examination Fees
The FDIC periodically examines and evaluates state savings banks that are not member banks of the Federal Reserve System. Based on such an examination, the Bank, among other things, may be required to revalue its assets and establish specific reserves to compensate for the difference between the Bank’s assessment and that of the FDIC. The TDSML also conducts examinations of state savings banks and generally conducts joint examinations with the FDIC. The TDSML charges assessments and fees which recover the costs of examining state savings banks, processing applications and other filings and covering direct and indirect expenses in regulating state savings banks. The federal banking agencies also have the authority to assess additional supervision fees.
Bank Secrecy Act, Anti-Money Laundering and OFAC
Under federal laws, including the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) and as further amended by the National Defense Authorization Act for Fiscal Year 2021 (the “National Defense Authorization Act”), financial institutions must maintain anti-money laundering (“AML”) programs that include established internal policies, procedures and controls; a designated compliance officer; an ongoing employee training program; and testing of the program by an independent audit function. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence and customer identification in their dealings with non-U.S. financial institutions and non-U.S. customers. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions, and law enforcement authorities have been granted increased access to financial information maintained by financial institutions. Bank regulators routinely examine institutions for compliance with these obligations and they must consider an institution’s compliance with such obligations in connection with the regulatory review of applications, including applications for banking mergers and acquisitions. The Treasury Department’s Office of Foreign Assets Control (“OFAC”) is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. The regulatory authorities have imposed “cease and desist” orders and civil money penalty sanctions against institutions found to be violating these obligations.
Additionally, the USA PATRIOT Act requires each financial institution to develop a customer identification program (“CIP”) as part of its AML program. The key components of the CIP are identification, verification, government list comparison, notice and record retention. The purpose of the CIP is to enable the financial institution to determine the true identity and anticipated account activity of each customer. To make this determination, among other things, the financial institution must collect certain information from customers at the
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time they enter into the customer relationship with the financial institution. This information must be verified within a reasonable time through documentary and non-documentary methods. Furthermore, all customers must be screened against any CIP-related government lists of known or suspected terrorists. Financial institutions are also required to comply with various reporting and recordkeeping requirements. The Federal Reserve and the FDIC consider an applicant’s effectiveness in combating money laundering, among other factors, in connection with an application to approve a bank merger or acquisition of control of a bank or bank holding company.
Likewise, OFAC administers and enforces economic and trade sanctions against targeted foreign countries and regimes under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of persons, organizations and countries suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. If we or the Bank find a name on any transaction, account or wire transfer that is on an OFAC list, we or the Bank must freeze or block such account or transaction, file a suspicious activity report and notify the appropriate authorities.
The Financial Crimes Enforcement Network ("FinCEN") issued a final rule regarding customer due diligence requirements for covered financial institutions in connection with their Bank Secrecy Act and Anti-Money Laundering policies, that became effective in May 2018. The final rule adds a requirement to understand the nature and purpose of customer relationships and identify the "beneficial owner" (25% or more ownership interest) of legal entity customers. Bank regulators routinely examine institutions for compliance with these obligations and they must consider an institution's anti-money laundering compliance when considering regulatory applications filed by the institution, including applications for bank mergers and acquisitions. The regulatory authorities have imposed "cease and desist" orders and civil money penalty sanctions against institutions found to be violating these obligations.
Further, on January 1, 2021, Congress passed the National Defense Authorization Act, which enacted the most significant overhaul of the Bank Secrecy Act and related AML laws since the USA PATRIOT Act. Notable amendments include (1) significant changes to the collection of beneficial ownership information and the establishment of a beneficial ownership registry, which requires corporate entities (generally, any corporation, limited liability company, or other similar entity with 20 or fewer employees and annual gross income of $5 million or less) to report beneficial ownership information to FinCEN (which will be maintained by FinCEN and made available upon request to financial institutions); (2) enhanced whistleblower provisions, which provide that one or more whistleblowers who voluntarily provide original information leading to the successful enforcement of violations of the anti-money laundering laws in any judicial or administrative action brought by the Secretary of the Treasury or the Attorney General resulting in monetary sanctions exceeding $1 million (including disgorgement and interest but excluding forfeiture, restitution, or compensation to victims) will receive not more than 30 percent of the monetary sanctions collected and will receive increased protections; (3) increased penalties for violations of the Bank Secrecy Act; (4) improvements to existing information sharing provisions that permit financial institutions to share information relating to suspicious activity reports (SARs) with foreign branches, subsidiaries, and affiliates (except those located in China, Russia, or certain other jurisdictions) for the purpose of combating illicit finance risks; and (5) expanded duties and powers of FinCEN. Many of the amendments, including those with respect to beneficial ownership, require the Department of Treasury and FinCEN to promulgate rules.
Failure of a financial institution to maintain and implement adequate AML and OFAC programs, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.
Privacy and Data Security
Under the GLBA, federal banking regulators adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to nonaffiliated third parties. The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to nonaffiliated third parties. The GLBA also directed federal regulators, including the FDIC, to prescribe standards for the security of consumer information. The Bank is subject to such standards, as well as standards for notifying clients in the event of a security breach.
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Consumer Laws and Regulations
Banking organizations are subject to numerous laws and regulations intended to protect consumers. These laws include, among others:
| • | Electronic Funds Transfer Act; |
| • | Expedited Funds Availability Act; |
| • | Equal Credit Opportunity Act; |
| • | Fair and Accurate Credit Transactions Act; |
| • | Fair Credit Reporting Act; |
| • | Fair Debt Collection Act; |
| • | Home Mortgage Disclosure Act; |
| • | Right to Financial Privacy Act; |
| • | Real Estate Settlement Procedures Act; |
| • | laws regarding unfair and deceptive acts and practices; and |
Many states and local jurisdictions have consumer protection laws analogous, and in addition, to those listed above. These federal, state and local laws mandate certain disclosure requirements and regulate the manner in which financial institutions deal with customers when taking deposits, making loans, or conducting other types of transactions. Failure to comply with these laws and regulations could give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general and civil or criminal liability. The creation of the CFPB by the Dodd-Frank Act has led to enhanced enforcement of consumer financial protection laws.
Community Reinvestment Act
The CRA and its corresponding regulations is intended to encourage banks to help meet the credit needs of their communities, including low and moderate-income neighborhoods, consistent with safe and sound operations. The federal bank agencies examine and assign each bank a public CRA rating. The CRA then requires the federal banking agencies to take into account the federally-insured bank’s record in meeting the needs of its communities when considering an application by a bank to establish or relocate a branch or the bank or its holding company to conduct certain mergers or acquisitions. In the case of a bank holding company, the CRA performance record of all banks involved in the merger or acquisition are reviewed in connection with the filing of an application to acquire ownership or control of shares or assets of a bank or to merge with any other financial holding company. An unsatisfactory record can substantially delay, block or impose conditions on the transaction. The Bank received a satisfactory rating on its most recent CRA assessment.
On December 12, 2019, the Office of the Comptroller of the Currency (the “OCC”) and the FDIC issued a joint proposal to revamp how the agencies will assess banks' performance under the CRA. Among other changes, the proposal (i) expands the concept of assessment area (“AA”) to include geographies outside of a bank's current AAs and in which the bank receives at least 5% of its retail deposits and (ii) introduces a series of objective tests for determining a bank's presumptive CRA rating. While the OCC adopted a final rule on May 20, 2020, published on June 5, 2020 (the “June 2020 CRA rule”), that was generally consistent with the proposed rule, the FDIC did not join in the June 2020 CRA rule and has indicated it is not ready to adopt a final rule at this time, particularly in light
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of the ongoing COVID-19 pandemic. Members of Congress and community groups expressed hostility to the June 2020 CRA rule, and raised the possibility of repealing it through legislative action. In light of this, the OCC issued a final rule on December 14, 2021 rescinding the June 2020 CRA rule and replaced it with a rule based on the CRA rules adopted jointly by the federal banking agencies in 1995. The Company and the Bank will continue to monitor these developments.
Environmental Laws Potentially Impacting the Bank
We are subject to state and federal environmental laws and regulations. The Comprehensive Environmental Response, Compensation and Liability Act, (“CERCLA”), is a federal statute that generally imposes strict liability on all prior and present "owners and operators" of sites containing hazardous waste. However, Congress acted to protect secured creditors by providing that the term "owner and operator" excludes a person whose ownership is limited to protecting its security interest in the site. Since the enactment of the CERCLA, this "secured creditor exemption" has been the subject of judicial interpretations which have left open the possibility that lenders could be liable for cleanup costs on contaminated property that they hold as collateral for a loan, which costs often substantially exceed the value of the property.
The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018
Key provisions of the EGRRCPA as it relates to community banks and bank holding companies include, but are not limited to: (i) designating mortgages held in portfolio as “qualified mortgages” for banks with less than $10 billion in assets, subject to certain documentation and product limitations; (ii) exempting banks with less than $10 billion in assets (and total trading assets and trading liabilities of 5% or less of total assets) from Volcker Rule requirements relating to proprietary trading; (iii) establishing the CBLR framework; (iv) assisting smaller banks with obtaining stable funding by providing an exception for reciprocal deposits from FDIC restrictions on acceptance of brokered deposits; (v) raising the eligibility for use of short-form Call Reports from $1 billion to $5 billion in assets; (vi) clarifying definitions pertaining to HVCRE, which require higher capital allocations, so that only loans with increased risk are subject to higher risk weightings; and (vii) changing the eligibility for use of the small bank holding company policy statement from institutions with under $1 billion in assets to institutions with under $3 billion in assets.
For those regulations that have been implemented, most will have little to no impact on the Company. However, the Company may be impacted by future agency rulemaking in connection with implementation of the EGRRCPA and it is difficult to anticipate the continued impact this expansive legislation may have on the Company, its customers and the financial industry generally.
For more information on the EGRRCPA, please see the following sections “Permissible Activities,” “Community Bank Leverage Ratio,” and “Concentrated Commercial Real Estate Lending Regulations,” above, and “Consumer Financial Protection Bureau” and “HMDA,” below.
Consumer Financial Protection Bureau
The CFPB was created under the Dodd-Frank Act to centralize responsibility for consumer financial protection with broad rulemaking, supervision and enforcement authority for a wide range of consumer protection laws that would apply to all banks and thrifts, including the Equal Credit Opportunity Act, Truth-in Lending Act (“TILA”), Real Estate Settlement Procedures Act (“RESPA”), Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. Banking institutions with total assets of $10 billion or less, such as the Bank, remain subject to the supervision and enforcement of their primary federal banking regulator with respect to the federal consumer financial protection laws and such additional regulations as may be adopted by the CFPB.
The “Ability-to-Repay/Qualified Mortgage” rules, which amended TILA’s implementing regulation, Regulation Z generally requires creditors to make a reasonable, good faith determination of a consumer’s ability to repay for certain consumer credit transactions secured by a dwelling and establishes certain protections from liability under this requirement for “qualified mortgages.” The EGRRCPA provides that for certain insured depository
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institutions and insured credit unions with less than $10 billion in total consolidated assets, mortgage loans that are originated and retained in portfolio will automatically be deemed to satisfy the “ability to repay” requirement. To qualify for this treatment, the insured depository institutions and credit unions must meet conditions relating to prepayment penalties, points and fees, negative amortization, interest-only features and documentation.
The Dodd-Frank Act implemented significant increases in the regulation of mortgage lending and servicing by banks and non-banks. In particular, the Dodd-Frank Act includes, among other things, (i) requirements that mortgage originators act in the best interests of a consumer and seek to ensure that a consumer will have the capacity to repay a loan that the consumer enters into; (ii) requirements that mortgage originators be properly qualified, registered, and licensed and comply with any regulations designed by the CFPB to monitor their operations; (iii) mandates of comprehensive additional and enhanced residential mortgage loan related disclosures, both prior to loan origination and after; and (iv) mandates of additional appraisal practices for loans secured by residential dwellings, including potential additional appraisals at the banks cost.
Home Mortgage Disclosure Act (“HMDA”)
On October 15, 2015, pursuant to Section 1094 of the Dodd-Frank Act, the CFPB issued amended rules in regard to the collection, reporting and disclosure of certain residential mortgage transactions under the Home Mortgage Disclosure Act (the "HMDA Rules"). The Dodd-Frank Act mandated additional loan data collection points in addition to authorizing the Bureau to require other data collection points under implementing Regulation C. Most of the provisions of the HMDA Rule went into effect on January 1, 2018 and apply to data collected in 2018 and reporting in 2019 and later years. The HMDA Rule adopts a uniform loan volume threshold for all financial institutions, modifies the types of transactions that are subject to collection and reporting, expands the loan data information being collected and reported, and modifies procedures for annual submission and annual public disclosures. EGRRCPA amended provisions of the HMDA Rule to exempt certain insured institutions from most of the expanded data collection requirements required of the Dodd-Frank Act. Institutions originating fewer than 500 dwelling secured closed-end mortgage loans or fewer than 500 dwelling secured open-end lines are exempt from the expanded data collection requirements that went into effect January 1, 2018. The Bank does not receive this reporting relief based on the number of dwelling secured mortgage loans reported annually.
UDAP and UDAAP
Banking regulatory agencies have increasingly used a general consumer protection statute to address "unethical" or otherwise "bad" business practices that may not necessarily fall directly under the purview of a specific banking or consumer finance law. The law of choice for enforcement against such business practices has been Section 5 of the Federal Trade Commission Act, referred to as the FTC Act, which is the primary federal law that prohibits unfair or deceptive acts or practices, referred to as UDAP, and unfair methods of competition in or affecting commerce. "Unjustified consumer injury" is the principal focus of the FTC Act. UDAP laws and regulations were expanded under the Dodd-Frank Act to apply to "unfair, deceptive or abusive acts or practices," referred to as UDAAP, which have been delegated to the CFPB for rule-making. The federal banking agencies have the authority to enforce such rules and regulations.
Government and Regulatory Response to the COVID-19 Pandemic
The onset of the COVID-19 pandemic in the United States in certain respects, at least temporarily, impacted the Company’s operations and risk management and resulted in changes to its safety and soundness regulation. For instance, the federal banking agencies have encouraged banking organizations to work constructively and prudently with borrowers impacted by the COVID-19 pandemic in order to meet the borrowers’ financial needs. Guidance published by the Federal Reserve encourages banking organizations to consider undertaking a variety of efforts during a major disaster or national emergency such as the COVID-19 pandemic, including: waiving ATM, overdraft, and late fees, as well as early withdrawal penalties on time deposits; increasing ATM daily cash withdrawal limits; easing credit terms for new loans; increasing credit limits for creditworthy customers; offering payment accommodations such as allowing loan customers to defer or skip some payments or extending payment due dates, which would avoid delinquencies and negative credit bureau reporting caused by disaster-related disruptions; and conducting a review of an affected borrower's financial condition in an effort to implement a
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prudent loan workout arrangement. The federal banking agencies have stated that they will not criticize a banking organization that implements prudent loan workouts for affected customers even if the restructured loans result in adverse classifications or credit risk downgrades. In addition, the agencies temporarily suspended examination activity in the second quarter of 2020 to allow banking organization to focus on the needs of their customers and revised examination guidance to require examiners to consider, in conducting supervisory assessments, whether banking organizations have taken appropriate actions in response to the stress caused by the COVID-19 pandemic and managed associated risk appropriately. Consistent with the regulators’ guidance, the Company has and continues to work with its customers during the COVID-19 pandemic to provide them with greater access to their funds, waive certain fees and provide short-term payment deferrals for borrowers impacted by the COVID-19 pandemic and requiring assistance.
In response to the COVID-19 pandemic, Congress, through the enactment of the CARES Act, and the federal banking agencies, though rulemaking, interpretive guidance and modifications to agency policies and procedures, have taken a series of actions to address regulatory capital, liquidity risk management, financial management and reporting, and operational considerations for banking organizations. Notable developments not otherwise discussed above include the following.
| • | On March 15, 2020, the Federal Reserve issued a statement encouraging banks to use their capital and liquidity buffers to lend to households and businesses impacted by the COVID-19 pandemic. The following day, the Federal Reserve issued a statement encouraging banks to access the Federal Reserve’s discount window to assist with capital and liquidity management in light of the increased credit needs of banking customers. |
| • | The Bank is also typically required by the Federal Reserve Bank of Dallas (“FRB”) to maintain in reserves certain amounts of vault cash and/or deposits with the FRB, however, in response to the COVID-19 pandemic, this requirement has been eliminated until further notice. |
| • | Section 4013 of the CARES Act provides financial institutions the option to suspend the application of GAAP to any loan modification related to COVID-19 from treatment as a troubled debt restructuring (“TDR”) for the period between March 1, 2020 and the earlier of (i) 60 days after the end of the national emergency proclamation or (ii) December 31, 2020. Section 541 of the Consolidated Appropriations Act, 2021, amended Section 4013 of the CARES Act to extend this relief to the earlier of (i) 60 days after the end of the national emergency proclamation or (ii) January 1, 2022. A financial institution may elect to suspend GAAP only for a loan that was not more than 30 days past due as of December 31, 2019. In addition, the temporary suspension of GAAP does not apply to any adverse impact on the credit of a borrower that is not related to COVID-19. The suspension of GAAP is applicable for the entire term of the modification, including an interest rate modification, a forbearance agreement, a repayment plan, or other agreement that defers or delays the payment of principal and/or interest. Accordingly, a financial institution that elects to suspend GAAP should not be required to increase its reported TDRs at the end of the period of relief, unless the loans require further modification after the expiration of that period. |
For additional information regarding actions taken by regulatory agencies to provide relief to consumers who have been adversely impacted by the ongoing COVID-19 pandemic, see the discussion below under Item 1A, "Risk Factors—Risks Related to our Business," of this Form 10-K.
Future Legislative Developments
Various legislative acts are from time to time introduced in the U.S. Congress and the Texas Legislature. This legislation may change banking statutes and the environment in which we operate in substantial and unpredictable ways. With the change in U. S. Presidential administration, numerous regulations have been identified for potential revision, including laws and regulations associated with the Dodd-Frank Act and EGRRCPA. We cannot determine the ultimate effect that potential legislation, if enacted, or implementing regulations and interpretations with respect thereto, would have on our financial condition or results of operations.
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AVAILABLE INFORMATION
We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports available free of charge on www.sotb.com as soon as reasonably practicable after the reports are electronically filed with the SEC. Our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q are also available our internet website in interactive data format using the eXtensible Business Reporting Language (“XBRL”), which allows financial statement information to be downloaded directly into spreadsheets, analyzed in a variety of ways using commercial off-the-shelf software and used within investment models in other software formats. These filings are also accessible on the SEC’s website at www.sec.gov.
Additionally, our corporate governance policies, including the charters of the Audit, Compensation and Corporate Governance and Nominating Committees, and our Code of Business Conduct and Ethics may also be found under the “Investor Relations” section of our website. A written copy of the foregoing corporate governance policies is available upon written request. Except as explicitly provided, information furnished by the Company and information on, or accessible through, the SEC’s or the Company’s website is not incorporated into this Annual Report on Form 10-K or our other securities filings and is not a part of them.
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Item 1A. Risk Factors
The summary below provides an overview of many of the risks we are exposed to in the normal course of our business activities. As a result, the below summary risks do not contain all of the information that may be important to you. Additional risks, beyond those summarized below or discussed in this section, may also materially and adversely impact our business, financial conditions and results of operation, and you should read the summary risks together with the more detailed discussion of risks set forth following this section as well as elsewhere in this Annual Report. The occurrence of one or more of the events or circumstances described in this section "Risk Factors," alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Consistent with the foregoing, the risks we face include, but are not limited to, the following:
Risks Related to the COVID-19 Pandemic
| • | The global COVID-19 pandemic could harm our business and results of operations. |
| • | We are subject to increasing credit risk as a result of the COVID-19 pandemic. |
| • | Changes in market interest rates or capital markets could affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital or liquidity. |
| • | Unpredictable future developments related to or resulting from the COVID-19 pandemic could materially and adversely affect our business. |
Risks Relating to the Proposed Merger
| • | The value of the per share merger consideration to be received by Spirit shareholders is uncertain. |
| • | Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met. |
| • | Failure of the Proposed Merger to be completed could negatively impact Simmons and Spirit. |
| • | We will be subject to business uncertainties and contractual restrictions while the Proposed Merger is pending. |
| • | Our directors and executive officers have interests in the Proposed Merger that may be different from our shareholders. |
| • | The merger agreement contains provisions that may discourage other companies from pursuing a business combination with Spirit that might result in greater value to Spirit shareholders. |
| • | Shares of Simmons common have different rights from the shares of Spirit common stock. |
| • | The Proposed Merger is expected to, but may not, qualify as a reorganization under Section 368(a) of the Code. |
| • | Litigation against Spirit or Simmons could result in significant costs, distraction, and/or a delay. |
| • | The COVID-19 pandemic may delay and adversely affect the completion of the Proposed Merger. |
Risks Relating to the Combined Company’s Business Following the Proposed Merger
| • | The market price of the common stock of the combined company after the Proposed Merger may be affected by factors different from those currently affecting the shares of Simmons or Spirit common stock. |
| • | Sales of Simmons common stock in the open market could depress Simmons’ stock price. |
| • | Combining the two companies may be difficult, costly or time consuming. |
| • | The combined company expects to incur substantial expenses related to the Proposed Merger. |
| • | Holders of Spirit common stock will have a reduced ownership after the Proposed Merger. |
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Risks Relating to Our Business
| • | We conduct our operations exclusively in Texas, which imposes risks and may magnify the consequences of any regional or local economic downturn affecting its Texas markets. |
| • | We may not be able to implement aspects of our growth strategy. |
| • | Our SBA lending program is dependent upon the federal government and we face specific risks associated with originating SBA loans. |
| • | We face specific risks associated with foreign nationals. |
| • | Our ability to develop, retain and recruit bankers is critical to the success of our business strategy, and any failure to do so could adversely affect our business. |
| • | The small- to medium-sized businesses to which we lend to may have fewer resources to weather adverse business developments, which may impair a borrower’s ability to repay a loan. |
| • | If our allowance for loan and lease losses is insufficient, our earnings may be affected. |
| • | A large portion of our loan portfolio is comprised of commercial loans secured by collateral, the deterioration in value of which could increase the potential for future losses. |
| • | A portion of our loan portfolio is comprised of 1-4 single family residential real estate loans, and negative changes in the economy affecting real estate could impair the value of collateral. |
| • | Our commercial real estate and construction, land and development loan portfolios expose us to credit risks that could be greater than the risks related to other types of loans. |
| • | Climate change and related legislative and regulatory initiatives may materially affect our business. |
| • | Our primary markets are susceptible to severe weather events that could negatively impact our markets. |
| • | A failure in or breach of our operational or security systems could disrupt our business and cause losses. |
| • | We have a concentration of loans outstanding to a limited number of borrowers. |
| • | A lack of liquidity could impair our ability to fund operations and jeopardize our business. |
| • | Fluctuations in interest rates could reduce net interest income and otherwise negatively impact us. |
| • | Uncertainty related to the LIBOR may adversely affect our results of operations. |
| • | We could recognize losses on investment securities held in its securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate. |
| • | We face strong competition from financial services companies and companies that offer banking services. |
| • | Negative public opinion regarding us could adversely affect our business. |
| • | The obligations associated with being a public company require significant resources and attention. |
| • | We could be subject to harm due to acts on the part of our loan customers, employees or vendors. |
| • | Our operations could be interrupted if our third-party service providers experience difficulty, terminate their services or fail to comply with banking regulations. |
| • | We are subject to environmental liability risk associated with lending activities. |
| • | Changes in U.S. trade policies and other factors beyond our control may adversely impact our business. |
Risks Related to Our Industry and Regulation
| • | We operate in a highly regulated environment and the laws and regulations that govern our operations could adversely affect us. |
| • | Legislative and regulatory actions taken now or in the future may increase impact our business. |
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| • | As a regulated entity, we and the Bank must maintain certain required levels of regulatory capital that may limit our and the Bank’s operations and potential growth. |
| • | State and federal banking agencies periodically conduct examinations of our business and our failure to comply with any supervisory actions could adversely affect us. |
| • | We face a risk of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes. |
| • | We are subject to numerous lending laws designed to protect consumers and failure to comply with these laws could lead to material sanctions and penalties and restrictions on our expansion opportunities. |
| • | The Federal Reserve may require us to commit capital resources to support the Bank. |
| • | We could be adversely affected by the soundness of other financial institutions. |
| • | Monetary policies and regulations of the Federal Reserve could adversely affect our business. |
Risks Related to Our Common Stock
| • | An active trading market for our common stock may not be sustained. |
| • | The market price of our common stock could be volatile and may fluctuate significantly. |
| • | If securities or industry analysts change their recommendations regarding our common stock or if our operating results do not meet their expectations, our stock price could decline. |
| • | We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors. |
| • | Our shareholders may be deemed to be in control of us, which could impose notice, approval and ongoing regulatory requirements and result in adverse regulatory consequences. |
| • | Our directors and executive officers could have the ability to influence shareholder actions in a manner that may be adverse to your personal investment objectives. |
Investing in our common stock involves a significant degree of risk. The material risks and uncertainties that management believes affect us are described below. Before investing in our common stock, you should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Annual Report on Form 10-K. Any of the following risks, as well as risks that we do not know or currently deem immaterial, could have a material adverse effect on our business operations and/or financial condition. As a result, the trading price of our common stock could decline, and you could lose some or all of your investment. Further, to the extent that any of the information in this report, or in other reports we file with the SEC, constitutes forward-looking statements, the risk factors below are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. See “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to the COVID-19 Pandemic
The global COVID-19 pandemic has led to periods of significant volatility in financial, real estate, commodities and other markets and could harm our business and results of operations.
In December 2019, a COVID-19 outbreak was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. Since that time, the coronavirus has spread throughout the United States, including in the regions and communities in which the Company operates. In response, many state and local governments, including the State of Texas, instituted various emergency restrictions that substantially limited the operation of non-essential businesses and the activities of individuals. Although many of these restrictions have eased or been lifted, these restrictions have resulted in significant adverse effects on our customers and business partners, particularly those in the retail, hospitality and food and beverage industries, among many others, including a significant number of layoffs and furloughs of employees nationwide, and in the regions and communities in which we operate. These measures may be implemented again in the event of another COVID-19 outbreak or any current or future variant thereof and could adversely affect our business, operations and financial condition, as well as the business, operations and financial conditions of our customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.
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The ultimate effect of COVID-19 and related events, including those described above and those not yet known or knowable, could have a negative effect on the stock price, business prospects, financial condition and results of operations of the Company, including as a result of quarantines, market volatility, market downturns, changes in consumer behavior, business closures, deterioration in the credit quality of borrowers or the inability of borrowers to satisfy their obligations to the Company (and any related forbearances or restructurings that may be implemented), declines in the value of collateral securing outstanding loans, branch or office closures and business interruptions.
We are subject to increasing credit risk as a result of the COVID-19 pandemic, which could adversely impact our profitability.
Our business depends on our ability to successfully measure and manage credit risk. We are exposed to the risk that the principal of, or interest on, a loan will not be paid timely or at all or that the value of any collateral supporting a loan will be insufficient to cover our outstanding exposure. In addition, we are exposed to risks resulting from changes in economic and industry conditions and risks inherent in dealing with loans and borrowers. As the overall economic climate in the U.S., generally, and in our market areas specifically, experience material disruption due to the COVID-19 pandemic, our borrowers have had, and may have again, difficulties in repaying their loans. Governmental actions providing payment relief to borrowers affected by COVID-19 could preclude our ability to initiate foreclosure proceedings in certain circumstances and, as a result, the collateral we hold may decrease in value or become illiquid, and the level of our nonperforming loans, charge-offs and delinquencies could rise and require significant additional provisions for loan losses. Additional factors related to the credit quality of certain commercial real estate and multifamily residential loans include the duration of state and local moratoriums on evictions for non-payment of rent or other fees. The payment on these loans that are secured by income producing properties are typically dependent on the successful operation of the related real estate property and may subject us to risks from adverse conditions in the real estate market or the general economy.
Bank regulatory agencies and various governmental authorities are urging financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19. We have been actively working to support our borrowers to mitigate the impact of the COVID-19 pandemic on them and on our loan portfolio, including through loan modifications that defer payments for those who experienced a hardship as a result of the COVID-19 pandemic. Although loans on deferral related to the COVID-19 pandemic at December 31, 2021 were only $13.9 million, we cannot predict whether any such future loan modifications may ultimately have an adverse impact on our profitability in future periods. Our inability to successfully manage the increased credit risk caused by the COVID-19 pandemic could have a material adverse effect on our business, financial condition and results of operations.
Changes in market interest rates or capital markets, including volatility resulting from the COVID-19 pandemic, could affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital or liquidity.
The COVID-19 pandemic has significantly affected the financial markets and has resulted in a number of Federal Reserve actions. Market interest rates declined significantly in 2020 and have remained at such levels over the past year. We expect that these reductions in interest rates, especially if prolonged, could adversely affect our net interest income and margins and our profitability.
Given our business mix, and the fact that most of our assets and liabilities are financial in nature, we tend to be sensitive to market interest rate movements and the performance of the financial markets. Our primary source of income is net interest income. Prevailing economic conditions, fiscal and monetary policies and the policies of various regulatory agencies all affect market rates of interest and the availability and cost of credit, which, in turn, significantly affect financial institutions' net interest income. If the interest we pay on deposits and other borrowings increases at a faster rate than increases in the interest we receive on loans and investments, net interest income, and, therefore, our earnings, could be affected. Earnings could also be affected if the interest we receive on loans and other investments falls more quickly than the interest we pay on deposits and other borrowings.
In addition, the continued spread of COVID-19, and any current or future variant thereof, has also led to disruption and volatility in financial markets, which could increase our cost of capital and adversely affect our ability to access financial markets. This market volatility could result in a significant decline in our stock price and market capitalization, which could result in goodwill impairment charges.
Unpredictable future developments related to or resulting from the COVID-19 pandemic could materially and adversely affect our business and results of operations.
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Given the ongoing and dynamic nature of the circumstances, it is not possible to predict the ultimate impact of the coronavirus outbreak on our stock price, business prospects, financial condition or results of operations. Any future development is highly uncertain and cannot be predicted, including the scope and duration of the pandemic, third party providers’ ability to support our operation, and any actions taken by governmental authorities and other third parties in response to the pandemic. We are continuing to monitor the COVID-19 pandemic and related risks, although the rapid development and fluidity of the situation precludes any specific prediction as to its ultimate impact on us. However, if the pandemic continues to spread or otherwise results in a continuation or worsening of the current economic and commercial environments, our business, financial condition, results of operations and cash flows as well as our regulatory capital and liquidity ratios could be materially adversely affected and many of the risks described herein will be heightened.
Risks Relating to the Proposed Merger
Because the market price of Simmons common stock and the amount of fully diluted shares of Spirit common stock outstanding will both fluctuate, the value of the per share merger consideration to be received by Spirit shareholders is uncertain.
On November 18, 2021, we entered into a merger agreement with Simmons First National Corporation, pursuant to and subject to the terms of which we will merge with and into Simmons, with Simmons as the surviving corporation. Based on the assumptions set forth herein, upon completion of the Proposed Merger, each share of outstanding Spirit common stock (except for shares of Spirit common stock held directly or indirectly by Spirit or Simmons and any dissenting shares) will be converted into the right to receive the per share merger consideration, with cash paid in lieu of any resulting fractional shares. Any change in the market price of Simmons common stock prior to the completion of the Proposed Merger will affect the market value of the per share merger consideration that Spirit shareholders will receive upon completion of the Proposed Merger. The value of the per share merger consideration could also change if the amount of fully diluted shares of Spirit common stock outstanding changes after the date hereof. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the respective businesses, operations and prospects of Simmons or Spirit, and regulatory considerations, among other things. Many of these factors are beyond the control of Simmons and Spirit.
There will be no adjustment to the per share merger consideration based upon changes in the market price of Simmons common stock or Spirit common stock prior to the time the Proposed Merger is completed, and the merger agreement cannot be terminated due to a change in the price of Simmons common stock.
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.
Before the transactions contemplated by the merger agreement, including the Proposed Merger and the bank merger, may be completed, various approvals must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the competitive impact of the proposal in the relevant geographic markets; financial, managerial and other supervisory considerations, including the future prospects, of each party; potential effects of the Proposed Merger on the convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries under the Community Reinvestment Act of 1977 and the regulations promulgated thereunder, which we refer to as the Community Reinvestment Act, including the subsidiaries’ overall compliance records and recent fair lending examinations; effectiveness of the parties in combatting money laundering activities; the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system; and whether Simmons controls or would after consummation of the Proposed Merger control deposits in excess of certain limits. These regulatory authorities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining pending regulatory approvals could have the effect of delaying completion of the Proposed Merger or of imposing additional costs or limitations on the combined company following the Proposed Merger. While some regulatory approvals have been received, pending regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the Proposed Merger that are not anticipated or cannot be met. Furthermore, such conditions or changes may constitute a burdensome condition that may allow Simmons to terminate the merger agreement and Simmons may exercise its right to terminate the merger agreement. If the consummation of the Proposed Merger is delayed, including by a delay in receipt of necessary regulatory approvals, the business, financial condition and results of operations of each party may also be adversely affected.
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Failure of the Proposed Merger to be completed, the termination of the merger agreement or a significant delay in the consummation of the Proposed Merger could negatively impact Simmons and Spirit.
The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the Proposed Merger. These conditions to the consummation of the Proposed Merger may not be fulfilled and, accordingly, the Proposed Merger may not be completed. In addition, if the merger is not completed by November 30, 2022, either Simmons or Spirit may choose to terminate the merger agreement at any time after such date if the failure to consummate the transactions contemplated by the merger agreement is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement, before or after Spirit shareholder approval of the Proposed Merger.
If the Proposed Merger is not consummated, the ongoing business, financial condition and results of operations of each party may be adversely affected and the market price of Simmons common stock and Spirit common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the Proposed Merger will be consummated. If the consummation of the Proposed Merger is delayed, including by the receipt of a competing acquisition proposal, the business, financial condition and results of operations of each party may be adversely affected.
In addition, each party has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing our proxy statement/prospectus and all filing and other fees paid to the SEC and other regulatory agencies in connection with the Proposed Merger. If the Proposed Merger is not completed, the parties would have to recognize these expenses without realizing the expected benefits of the merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the Proposed Merger, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to each party’s ongoing business during the pendency of the Proposed Merger, could have an adverse effect on each party’s business, financial condition and results of operations.
Additionally, Simmons’ or Spirit’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Proposed Merger, without realizing any of the anticipated benefits of completing the Proposed Merger, and the market price of Simmons’ or Spirit’s common stock might decline to the extent that the current market price reflects a market assumption that the Proposed Merger will be completed. If the merger agreement is terminated and a party’s board of directors seeks another Proposed Merger or business combination, such party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the Proposed Merger.
Some of the conditions to the Proposed Merger may be waived by Simmons or Spirit without resoliciting Spirit shareholder approval of the merger agreement.
Some of the conditions to the Proposed Merger set forth in the merger agreement may be waived by Spirit or Simmons, subject to the agreement of the other party in specific cases. If any such conditions are waived, Spirit and Simmons will evaluate whether an amendment of our proxy statement/prospectus and resolicitation of proxies is warranted. In the event that the Spirit board of directors determines that resolicitation of Spirit shareholders is not warranted, Simmons and Spirit will have the discretion to complete the Proposed Merger without seeking further Spirit shareholder approval.
Simmons and Spirit will be subject to business uncertainties and contractual restrictions while the Proposed Merger is pending.
Uncertainty about the effect of the Proposed Merger on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of the parties to the Proposed Merger. These uncertainties may impair Simmons’ or Spirit’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) pending the consummation of the Proposed Merger, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the Proposed Merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with Simmons and/or Spirit to seek to change existing business relationships with Simmons and/or Spirit or fail to extend an existing relationship with Simmons and/or Spirit. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the Proposed Merger.
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The pursuit of the Proposed Merger and the preparation for the integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have an adverse effect on each party’s business, financial condition and results of operations.
In addition, the merger agreement restricts each party from taking certain actions without the other party’s consent while the Proposed Merger is pending. These restrictions could have an adverse effect on each party’s business, financial condition and results of operations.
Spirit’s directors and executive officers have interests in the Proposed Merger that may be different from the interests of the Spirit shareholders.
Spirit’s directors and executive officers have interests in the Proposed Merger that may be different from, or in addition to, the interests of the Spirit shareholders generally. The Spirit board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and recommending to Spirit shareholders that they vote to approve the Proposed Merger.
The merger agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to Spirit that might result in greater value to Spirit shareholders.
The merger agreement contains provisions that may discourage a third party from pursuing, announcing or submitting a business combination proposal to Spirit that might result in greater value to the Spirit shareholders than the Proposed Merger. These provisions include a general prohibition on Spirit from soliciting or entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. Furthermore, if the merger agreement is terminated, under certain circumstances, Spirit may be required to pay Simmons a termination fee equal to $22,750,000. Spirit also has an unqualified obligation to submit its merger-related proposals to a vote by its shareholders, including if Spirit receives an unsolicited proposal that the Spirit board of directors has determined in good faith is superior to the Proposed Merger.
In connection with entering into the merger agreement, each member of the Spirit board of directors and Spirit’s named executive officers, in their capacities as individuals, have separately entered into a Spirit voting agreement pursuant to which they agreed to vote their beneficially owned shares of Spirit common stock in favor of the merger proposal and certain related matters and against alternative transactions. Shares constituting approximately 24.7% of the Spirit common stock entitled to vote at the Spirit special meeting are subject to Spirit voting agreements.
The shares of Simmons common stock to be received by holders of Spirit common stock as a result of the Proposed Merger will have different rights from the shares of Spirit common stock.
The rights of Spirit shareholders are currently governed by the second amended and restated certificate of formation of Spirit, which we refer to as the Spirit charter, and the second amended and restated bylaws of Spirit, as amended, which we refer to as the Spirit bylaws. Upon completion of the Proposed Merger, the rights of former holders of Spirit common stock will be governed by the Simmons charter and the Simmons bylaws. Simmons is organized under Arkansas law, while Spirit is organized under Texas law. The rights associated with Spirit common stock are different from the rights associated with Simmons common stock.
The Proposed Merger is expected to, but may not, qualify as a reorganization under Section 368(a) of the Code.
The parties expect the Proposed Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligations of Simmons and Spirit to complete the Proposed Merger are conditioned upon the receipt of U.S. federal income tax opinion to that effect from Covington & Burling LLP, which we refer to as Covington. This tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the United States Internal Revenue Service, which we refer to as the IRS, or the courts. The expectation that the Proposed Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code reflects assumptions and takes into account the relevant information available to Simmons and Spirit at the time. However, this information is not a fact and should not be relied upon as necessarily indicative of future results. Furthermore, such expectation constitutes a forward-looking statement. For information on forward-looking statements, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”
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If the Proposed Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then the exchange of Spirit common stock for Simmons common stock pursuant to the Proposed Merger may be treated as a taxable transaction to holders of Spirit common stock. Consequently, a holder of Spirit common stock may be required to recognize gain or loss equal to the difference between (1) the sum of the fair market value of Simmons common stock received by the Spirit shareholder in the Proposed Merger and the amount of cash, if any, received by the Spirit shareholder, and (2) the Spirit shareholder’s adjusted tax basis in the shares of Spirit common stock exchanged therefor. You should consult your tax advisor to determine the particular tax consequences to you.
The opinion of Stephens Inc. delivered to the Spirit board of directors prior to the signing of the merger agreement will not reflect changes in circumstances after the date of the opinion.
The Spirit board of directors received a fairness opinion from Stephens Inc., Spirit’s financial advisor, dated November 18, 2021. Such opinion has not been updated as of the date of our proxy statement/prospectus and will not be updated at, or prior to, the time of the completion of the Proposed Merger. Changes in the operations and prospects of Simmons or Spirit, general market and economic conditions and other factors that may be beyond the control of Simmons and Spirit may alter the value of Simmons or Spirit or the prices of shares of Simmons common stock or Spirit common stock by the time the Proposed Merger is completed. The opinion does not speak as of the time the Proposed Merger is completed or as of any other date than the date of the opinion.
Litigation against Spirit or Simmons, or the members of the Spirit or Simmons board of directors, could result in significant costs, management distraction, and/or a delay of or injunction against the Proposed Merger.
While Simmons and Spirit believe that any claims that may be asserted by purported shareholder plaintiffs related to the Proposed Merger would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the Proposed Merger from being competed in a timely manner. The existence of litigation related to the Proposed Merger could affect the likelihood of obtaining the required approval from Spirit shareholders. Moreover, any litigation could be time consuming and expensive, could divert Simmons and Spirit management’s attention away from their regular business and, any lawsuit adversely resolved against Spirit, Simmons or members of the Spirit or Simmons board of directors, could have an adverse effect on each party’s business, financial condition and results of operations.
If the actions remain unresolved, they could prevent or delay the completion of the Proposed Merger. One of the conditions to the consummation of the Proposed Merger is the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal consummation of the consummation of the transactions contemplated by the merger agreement (including the Proposed Merger). Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a regulatory authority issues an order or other directive prohibiting, restricting or making illegal consummation of the consummation of the transactions contemplated by the merger agreement (including the Proposed Merger), then such injunctive or other relief may prevent the Proposed Merger from becoming effective in a timely manner or at all.
The COVID-19 pandemic may delay and adversely affect the completion of the Proposed Merger.
The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of Simmons and Spirit. If the effects of the COVID-19 pandemic, or any current or future variant of COVID-19, cause continued or extended decline in the economic environment and the financial results of Simmons or Spirit, or the business operations of Simmons or Spirit are disrupted as a result of the COVID-19 pandemic, efforts to complete the Proposed Merger and integrate the businesses of Simmons and Spirit may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and regulatory authorities may impose additional requirements on Simmons or Spirit that must be satisfied prior to completion of the Proposed Merger, which could delay and adversely affect the completion of the Proposed Merger.
Risks Relating to the Combined Company’s Business Following the Proposed Merger
The market price of the common stock of the combined company after the Proposed Merger may be affected by factors different from those currently affecting the shares of Simmons or Spirit common stock.
Upon the completion of the Proposed Merger, Simmons shareholders and Spirit shareholders will become shareholders of the combined company. Simmons’ business differs from that of Spirit, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock
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may be affected by factors different from those currently affecting the independent results of operations of each of Simmons and Spirit.
Sales of substantial amounts of Simmons common stock in the open market by former Spirit shareholders could depress Simmons’ stock price.
Shares of Simmons common stock that are issued to Spirit shareholders in the Proposed Merger will be freely tradable without restrictions or further registration under the Securities Act. Simmons currently expects to issue 18,325,000 shares of Simmons common stock in connection with the Proposed Merger based on the assumptions described herein. If the Proposed Merger is completed and if Spirit’s former shareholders sell substantial amounts of Simmons common stock in the public market following completion of the Proposed Merger, the market price of Simmons common stock may decrease. These sales might also make it more difficult for Simmons to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.
Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Proposed Merger may not be realized.
The success of the Proposed Merger will depend on, among other things, the combined company’s ability to combine the businesses of Simmons and Spirit. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.
Simmons and Spirit have operated and, until the completion of the Proposed Merger, will continue to operate, independently. The success of the Proposed Merger, including anticipated benefits and cost savings, will depend, in part, on the successful combination of the businesses of Simmons and Spirit. To realize these anticipated benefits and cost savings, after the completion of the Proposed Merger, Simmons expects to integrate Spirit’s business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the Proposed Merger. The loss of key employees could have an adverse effect on the companies’ financial results and the value of their common stock. If Simmons experiences difficulties with the integration process, the anticipated benefits of the Proposed Merger may not be realized fully, or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Simmons or Spirit to lose current customers or cause current customers to remove their accounts from Simmons or Spirit and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Simmons or Spirit during this transition period and for an undetermined period after consummation of the Proposed Merger.
The combined company expects to incur substantial expenses related to the Proposed Merger.
The combined company expects to incur substantial expenses in connection with consummation of the Proposed Merger and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although Simmons and Spirit have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the Proposed Merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the Proposed Merger. As a result of these expenses, both Simmons and Spirit expect to take charges against their earnings before and after the completion of the Proposed Merger. The charges taken in connection with the Proposed Merger are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.
Holders of Simmons and Spirit common stock will have a reduced ownership and voting interest after the Proposed Merger and will exercise less influence over management.
Holders of Simmons and Spirit common stock currently have the right to vote for the election of the directors and on other matters affecting Simmons and Spirit, respectively. Upon the completion of the Proposed Merger, each Spirit shareholder who receives shares of Simmons common stock will become a shareholder of Simmons with a
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percentage ownership of Simmons common stock that is smaller than such shareholder’s percentage ownership of Spirit common stock. Following completion of the Proposed Merger, it is currently expected that former holders of Spirit common stock as a group will own approximately 14.0% of the combined company’s common stock and existing Simmons common shareholders as a group will own approximately 86.0% of the combined company’s common stock. As a result, Spirit shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Spirit, and existing Simmons shareholders may have less influence than they now have on the management and policies of Simmons.
Risks Related to Our Business
We conduct our operations exclusively in Texas, specifically in the Houston, Dallas/Fort Worth and Bryan/College Station, San Antonio-New Braunfels, Corpus Christi, Tyler and Austin metropolitan areas and North Central Texas, which imposes risks and may magnify the consequences of any regional or local economic downturn affecting its Texas markets, including any downturn in the energy, technology or real estate sectors.
As of December 31, 2021, the substantial majority of the loans in our loan portfolio were made to borrowers who live and/or conduct business in our Texas markets. Likewise, as of such date, the substantial majority of our secured loans were secured by collateral located in Texas. Accordingly, we are exposed to risks associated with a lack of geographic diversification. The economic conditions in Texas significantly affect our business, financial condition, results of operations and future prospects, and any adverse economic developments, among other things, could negatively affect the volume of loan originations, increase the level of non-performing assets, increase the rate of foreclosure losses on loans and reduce the value of our loans and loan servicing portfolio.
The economies in our markets are also highly dependent on the energy sector as well as the technology and real estate sectors. In particular, a decline in or volatility of the prices of crude oil or natural gas could adversely affect many of our customers. Any downturn or adverse development in our Texas markets, including as a result of a downturn in the energy, technology or real estate sectors, could result in increases in loan delinquencies, increases in non-performing assets and foreclosures, decreases in demand for our products and services, which could adversely affect our liquidity position, and decreases in the value of the collateral securing our loans, especially real estate, which could reduce customers’ borrowing power and repayment ability, all of which, in turn, would adversely affect our business, financial condition and results of operations.
In addition, the inflationary outlook in the United States remains uncertain. The consumer price index increased 7 percent year-over-year in December 2021. The risks to our business from inflation depends on the durability of the current inflationary pressures in our markets. Transitory increases in inflation are unlikely to have a material impact on our business or earnings. However, more persistent inflation could lead to tighter-than-expected monetary policy which could, in turn, increase the borrowings costs of our customers, making it more difficult for them to repay their loans or other obligations. High interest rates may be needed to tame persistent inflationary price pressures, which could also push down asset prices and weaken economic activity. A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.
We may not be able to implement aspects of our growth strategy, which may affect our ability to maintain our historical earnings trends.
Our strategy focuses on organic growth and acquisitions. We may not be able to execute on aspects of our growth strategy to sustain our historical rate of growth or may not be able to grow at all. More specifically, we may not be able to generate sufficient new loans and deposits within acceptable risk and expense tolerances, obtain the personnel or funding necessary for additional growth or find suitable acquisition candidates. Various factors, such as economic conditions and competition, may impede or prohibit the growth of our operations, the opening of new branches and the consummation of acquisitions. Further, we may be unable to attract and retain experienced bankers, which could adversely affect our growth. The success of our strategy also depends on our ability to effectively manage growth, which is dependent upon a number of factors, including our ability to adapt our existing credit, operational, technology and governance infrastructure to accommodate expanded operations. If we fail to implement one or more aspects of our strategy, we may be unable to maintain our historical earnings trends, which could have an adverse effect on our business.
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Our strategy of pursuing acquisitions exposes us to financial, execution and operational risks that could have a material adverse effect on our business, financial condition, results of operations and future prospects.
We intend to continue pursuing a strategy that includes acquisitions. We face significant competition in pursuing acquisition targets from other banks and financial institutions, many of which possess greater financial, human, technical and other resources than we do. Our ability to compete in acquiring target institutions will depend on our available financial resources to fund the acquisitions, including the amount of cash and cash equivalents we have and the liquidity and market price of our common stock. In addition, increased competition may also drive up the acquisition consideration that we will be required to pay in order to successfully capitalize on attractive acquisition opportunities. To the extent that we are unable to find suitable acquisition targets, an important component of our growth strategy may not be realized.
Acquisitions of financial institutions also involve operational risks and uncertainties, such as unknown or contingent liabilities with no available manner of recourse, exposure to unexpected problems such as asset quality, the retention of key employees and customers and other issues that could negatively affect our business. We may not be able to complete future acquisitions or, if completed, we may not be able to successfully integrate the operations, technology platforms, management, products and services of the entities that we acquire or successfully eliminate redundancies. The integration process may also require significant time and attention from our management that would otherwise be directed toward servicing existing business and developing new business. Failure to successfully integrate the entities we acquire into our existing operations in a timely manner may increase our operating costs significantly and adversely affect our business, financial condition and results of operations. Further, acquisitions in Texas typically involve the payment of a premium over book and market values. Therefore, some dilution of our tangible book value and earnings per share may occur in connection with any future acquisition, and the carrying amount of any goodwill that we currently maintain or may acquire may be subject to impairment in future periods.
SBA lending is an important part of our business. Our SBA lending program is dependent upon the federal government and our status as a participant in the SBA’s Preferred Lenders Program, and we face specific risks associated with originating SBA loans and selling the guaranteed portion thereof.
We have been approved by the SBA to participate in the SBA’s Preferred Lenders Program. As an SBA Preferred Lender, we enable our clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are not SBA Preferred Lenders. If we lose our status as an SBA Preferred Lender, we may lose some or all of our customers to lenders who are SBA Preferred Lenders, which could adversely affect our business, financial condition and results of operations.
SBA lending programs typically guarantee 75.0% of the principal on an underlying loan. We generally sell the guaranteed portion of our SBA 7(a) loans in the secondary market. These sales have resulted in both premium income for us at the time of sale, and created a stream of future servicing income. There can be no assurance that we will be able to continue originating these loans, that a secondary market for these loans will continue to exist or that we will continue to realize premiums upon the sale of the guaranteed portion of these loans. When we sell the guaranteed portion of our SBA 7(a) loans, we incur credit risk on the non-guaranteed portion of the loans, and if a customer defaults on the non-guaranteed portion of a loan, we share any loss and recovery related to the loan pro-rata with the SBA. Furthermore, if our employees do not follow the SBA guidelines in originating loans and if our loan review and audit programs fail to identify and rectify such failures, the SBA may reduce or, in some cases, refuse to honor its guarantee obligations and we may incur losses as a result.
The laws, regulations and standard operating procedures that are applicable to SBA loan products may change in the future. In addition, the aggregate amount of SBA 7(a) and 504 loan guarantees by the SBA must be approved each fiscal year by the federal government. We cannot predict the effects of these changes or decisions on our business and profitability. If the federal government were to reduce the amount of SBA loan guarantees, such reduction could adversely impact our SBA lending program, including making and selling the guaranteed portion of fewer SBA 7(a) and 504 loans. In addition, any default by the U.S. government on its obligations or any prolonged government shutdown could, among other things, impede our ability to originate SBA or U.S. Department of Agriculture loans or sell such loans in the secondary market, which could materially and adversely affect our business, financial condition and results of operations.
Loans to and deposits from foreign nationals are an important part of our business and we face specific risks associated with foreign nationals.
As of December 31, 2021, loans to foreign nationals of $143.3 million comprised 6.2% of our loan portfolio and deposits from foreign nationals of $30.8 million comprised 1.1% of our total deposits. We define foreign nationals as those who derive more than 50.0% of their personal income from non-U.S. sources. We intend to grow this segment of its loan and deposit portfolio in the future. These borrowers typically lack a U.S. credit history and have a potential to leave the United States without fulfilling their mortgage obligation and leaving us with little
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recourse to them personally. Additionally, transactions with foreign nationals place additional pressure on our policies, procedures and systems for complying with the Bank Secrecy Act and other AML statutes and regulations.
Our ability to develop bankers, retain bankers and recruit additional successful bankers is critical to the success of our business strategy, and any failure to do so could adversely affect our business, financial condition, results of operations and future prospects.
Our ability to retain and grow our loans, deposits and fee income depends upon the business generation capabilities, reputation and relationship management skills of our bankers, many of whom we develop internally. If we lose the services of any of our bankers, including successful bankers employed by financial institutions that we may acquire, to a new or existing competitor or otherwise, or fail to successfully recruit bankers or develop bankers internally, we may not be able to implement our growth strategy, retain valuable relationships and some of our customers could choose to use the services of a competitor instead of our services. Additionally, we may incur significant expenses and expend significant time and resources on training, integration and business development before it is able to determine whether a new banker will be profitable or effective. If we are unable to develop, attract or retain successful bankers, or if our bankers fail to meet our expectations in terms of customer relationships and profitability, we may be unable to execute our business strategy and our business, financial condition, results of operations and future prospects may be adversely affected.
The small- to medium-sized businesses to which we lend to may have fewer resources to weather adverse business developments, which may impair a borrower’s ability to repay a loan, and such impairment could adversely affect our results of operations and financial condition.
We focus our business development and marketing strategy primarily on small- to medium-sized businesses, which we define as commercial borrowing relationships with customers with revenues of $3.0 million to $30.0 million. Small- to medium-sized businesses frequently have smaller market shares than their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial volatility in operating results, any of which may impair a borrower’s ability to repay a loan. In addition, the success of a small and medium-sized business often depends on the management skills, talents and efforts of one or two people or a small group of people, and the death, disability or resignation of one or more of these people could have a material adverse impact on the business and its ability to repay its loan. If general economic conditions negatively impact our primary service areas specifically or Texas generally and small- to medium-sized businesses are adversely affected or our borrowers are otherwise affected by adverse business developments, our business, financial condition and results of operations could be adversely affected.
If our allowance for loan and lease losses is not sufficient to cover actual loan losses, our earnings may be affected.
We establish our allowance for loan and lease losses and maintain it at a level considered adequate by management to absorb probable loan losses based on our analysis of our loan portfolio and market environment. Although we believe that the allowance for loan and lease losses is adequate, there can be no assurance that the allowance will prove sufficient to cover future losses. The amount of future loan losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates.
We may be required to take additional provisions for loan and lease losses in the future to further supplement the allowance for loan and lease losses, either due to management’s decision to do so or requirements by our banking regulators, which would result in a decrease in our net income and our capital balance. These adjustments could adversely affect our business, financial condition and results of operations.
In the aftermath of the 2008 financial crisis, the FASB decided to review how banks estimate losses in the allowance calculation, and it issued the final current expected credit loss standard (“CECL”) in June 2016. The current allowance model will be replaced by the new CECL model that will become effective for us, as an emerging growth company, for the first interim and annual reporting periods beginning after December 15, 2022. Under the new CECL model, financial institutions will be required to use historical information, current conditions and reasonable forecasts to estimate the expected loss over the life of the loan. The transition to the CECL model will bring with it significantly greater data requirements and changes to methodologies to accurately account for expected losses under the new parameters, and there is the potential for an increase in the allowance at adoption date. We expect to continue developing and implementing processes and procedures to ensure we are fully compliant with the CECL requirements at its adoption date.
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A large portion of our loan portfolio is comprised of commercial loans secured by receivables, promissory notes, inventory, equipment or other commercial collateral, the deterioration in value of which could increase the potential for future losses.
As of December 31, 2021, $464.7 million, or 20.0% of our loans held for investment, were comprised of commercial loans to businesses. These commercial loans are typically larger in amount than loans to individuals and, therefore, have the potential for larger losses on a single loan basis. Additionally, the repayment of commercial loans is subject to the ongoing business operations of the borrower. The collateral securing such loans generally includes moveable property such as equipment and inventory, which may decline in value more rapidly than we anticipate exposing us to increased credit risk. A portion of our commercial loans are secured by promissory notes that evidence loans made by us to borrowers that in turn make loans to others that are secured by real estate. Accordingly, significant adverse changes in the economy or local market conditions in which our commercial lending customers operate could cause rapid declines in loan collectability and the values associated with general business assets resulting in inadequate collateral coverage that may expose us to credit losses and could adversely affect our business, financial condition and results of operations.
Because a portion of our loan portfolio is comprised of 1-4 single family residential real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses.
As of December 31, 2021, $362.2 million, or 15.6% of our loans held for investment, were comprised of loans with 1-4 single family residential real estate as a primary component of collateral. As a result, adverse developments affecting real estate values in our primary markets could increase the credit risk associated with our real estate loan portfolio. Negative changes in the economy affecting real estate values and liquidity in our market areas could significantly impair the value of property pledged as collateral on loans and affect our ability to sell the collateral upon foreclosure without a loss or additional losses. Collateral may have to be sold for less than the outstanding balance of the loan, which could result in losses on such loans. Such declines and losses could have a material adverse impact on our business, results of operations and growth prospects. If real estate values decline, it is also more likely that we would be required to increase our allowance for loan and lease losses, which could adversely affect our business, financial condition and results of operations.
Our commercial real estate and construction, land and development loan portfolios expose us to credit risks that could be greater than the risks related to other types of loans.
As of December 31, 2021, $1.03 billion, or 44.4% of our loans held for investment, were comprised of commercial real estate loans (including owner-occupied commercial real estate loans and multifamily loans) and $401 million, or 17.3% of our loans held for investment, were comprised of construction, land and development loans. These loans typically involve repayment dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service. The availability of such income for repayment may be adversely affected by changes in the economy or local market conditions. These loans expose a lender to greater credit risk than loans secured by other types of collateral because the collateral securing these loans is typically more difficult to liquidate due to the fluctuation of real estate values. Additionally, nonowner-occupied commercial real estate loans generally involve relatively large balances to single borrowers or related groups of borrowers. Unexpected deterioration in the credit quality of our nonowner-occupied commercial real estate loan portfolio could require us to increase our allowance for loan and lease losses, which would reduce our profitability and could have a material adverse effect on our business, financial condition and results of operations.
Construction, land and development loans also involve risks attributable to the fact that loan funds are secured by a project under construction and the project is of uncertain value prior to its completion. It can be difficult to accurately evaluate the total funds required to complete a project, and this type of lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. If we are forced to foreclose on a project prior to completion, we may be unable to recover the entire unpaid portion of the loan. In addition, we may be required to fund additional amounts to complete a project and may have to hold the property for an indeterminate period of time, any of which could adversely affect our business, financial condition and results of operations.
Climate change and related legislative and regulatory initiatives may materially affect the Company’s business and results of operations.
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The effects of climate change continue to create an alarming level of concern for the state of the global environment. As a result, the global business community has increased its political and social awareness surrounding the issue. Further, the U.S. Congress, state legislatures and federal and state regulatory agencies continue to propose numerous initiatives to supplement the global effort to combat climate change. Similar and even more expansive initiatives are expected under the current administration, including potentially increasing supervisory expectations with respect to banks’ risk management practices, accounting for the effects of climate change in stress testing scenarios and systemic risk assessments, revising expectations for credit portfolio concentrations based on climate-related factors and encouraging investment by banks in climate-related initiatives and lending to communities disproportionately impacted by the effects of climate change. The lack of empirical data surrounding the credit and other financial risks posed by climate change render it impossible to predict how specifically climate change may impact our financial condition and results of operations; however, the physical effects of climate change may also directly impact us. Specifically, unpredictable and more frequent weather disasters may adversely impact the value of real property securing the loans in our portfolios. Additionally, if insurance obtained by our borrowers is insufficient to cover any losses sustained to the collateral, or if insurance coverage is otherwise unavailable to our borrowers, the collateral securing our loans may be negatively impacted by climate change, which could impact our financial condition and results of operations. Further, the effects of climate change may negatively impact regional and local economic activity, which could lead to an adverse effect on our customers and impact the communities in which we operate. Overall, climate change, its effects and the resulting, unknown impact could have a material adverse effect on our financial condition and results of operations.
Our primary markets are susceptible to severe weather events that could negatively impact the economies of our markets, our operations or our customers, any of which impacts could have a material adverse effect on our business, financial condition and results of operations.
Our primary markets are susceptible to tornadoes, hurricanes, tropical storms and other natural disasters and severe weather conditions. Future severe weather events in our markets could potentially result in extensive and costly property damage to businesses and residences, force the relocation of residents and significantly disrupt economic activity in our markets. If the economies in our primary markets experience an overall decline as a result of a catastrophic event, demand for loans and our other products and services could decline. In addition, the rates of delinquencies, foreclosures, bankruptcies and losses on our loan portfolios may increase substantially after events such as hurricanes, as uninsured property losses, interruptions of our customers’ operations or sustained job interruption or loss may materially impair the ability of borrowers to repay their loans. Moreover, the value of real estate or other collateral that secures our loans could be materially and adversely affected by a catastrophic event. A severe weather event, therefore, could have a materially adverse impact on our financial condition, results of operations and business, as well as potentially increase our exposure to credit and liquidity risks.
A failure in or breach of our operational or security systems, or those of our third-party service providers, including as a result of cyber-attacks, could disrupt our business, result in unintentional disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.
As a financial institution, our operations rely heavily on the secure data processing, storage and transmission of confidential and other information on our computer systems and networks. Any failure, interruption or breach in security or operational integrity of these systems could result in failures or disruptions in our online banking system, customer relationship management, general ledger, deposit and loan servicing and other systems. The security and integrity of our systems could be threatened by a variety of interruptions or information security breaches, including those caused by computer hacking, cyber-attacks, electronic fraudulent activity or attempted theft of financial assets. We may be required to expend significant additional resources in the future to modify and enhance our protective measures.
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Additionally, we face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including exchanges, clearing agents, clearing houses or other financial intermediaries. Such parties could also be the source of an attack on, or breach of, our operational systems. Any failures, interruptions or security breaches in our information systems could damage our reputation, result in a loss of customer business, result in a violation of privacy or other laws, or expose us to civil litigation, regulatory fines or losses not covered by insurance.
We may be subject to additional credit risk with respect to loans that we make to other lenders.
As a part of our commercial lending activities, we may make loans to customers that, in turn, make commercial and residential real estate loans to other borrowers. When we make a loan of this nature, we take as collateral the promissory notes issued by the end borrowers to our customer, which are themselves secured by the underlying real estate. Because we are not lending directly to the end borrower, and because our collateral is a promissory note rather than the underlying real estate, we may be subject to risks that are different from those we are exposed to when it makes a loan directly that is secured by commercial or residential real estate. Because the ability of the end borrower to repay its loan from our customer could affect the ability of our customer to repay its loan from us, our inability to exercise control over the relationship with the end borrower and the collateral, except under limited circumstances, could expose us to credit losses that adversely affect our business, financial condition and results of operations.
We have a concentration of loans outstanding to a limited number of borrowers, which may increase our risk of loss.
We have extended significant amounts of credit to a limited number of borrowers, and as of December 31, 2021, the aggregate amount of loans to our 10 and 20 largest borrowers (including related entities) amounted to $227.1 million, or 9.8% of loans held for investment, and $392.0 million, or 16.9% of loans held for investment, respectively. In the event that one or more of these borrowers is not able to make payments of interest and principal in respect of such loans, the potential loss to us is more likely to have a material adverse effect on our business, financial condition and results of operations.
A lack of liquidity could impair our ability to fund operations and adversely affect our operations and jeopardize our business, financial condition and results of operations.
Liquidity is essential to our business. We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans and investment securities, respectively, to ensure that we have adequate liquidity to fund our operations. Our most important source of funds is deposits. If customers move money out of bank deposits and into other investments such as money market funds, we would lose a relatively low-cost source of funds, increasing its funding costs and reducing its net interest income and net income.
Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable to us, could be impaired by factors that affect us specifically or the financial services industry or economy generally, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. Our access to funding sources could also be affected by a decrease in the level of our business activity as a result of a downturn in our primary markets, or by one or more adverse regulatory actions against us. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity and could, in turn, adversely affect our business, financial condition and results of operations.
An inability to raise additional capital in the future or otherwise could adversely affect our financial condition, liquidity and results of operations, as well as our ability to maintain regulatory compliance.
We face significant capital and other regulatory requirements as a financial institution. Importantly, regulatory capital requirements could increase from current levels, which could require us to raise additional capital or reduce our operations. Our ability to raise additional capital depends on conditions in the capital markets, economic conditions, investor perceptions regarding the banking industry, market conditions and governmental activities, and our financial condition and performance. Accordingly, we may not be able to raise additional capital if needed or on terms acceptable to us. If we fail to maintain capital to meet regulatory requirements, our liquidity, business, financial condition and results of operations could be adversely affected.
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Fluctuations in interest rates could reduce net interest income and otherwise negatively impact our financial condition and results of operations.
Our profitability depends to a great extent upon the level of our net interest income. Changes in interest rates can increase or decrease our net interest income because different types of assets and liabilities may react differently and at different times to market interest rate changes. When interest-bearing liabilities mature or reprice more quickly, or to a greater degree than interest-earning assets in a period, an increase in interest rates could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. Our interest sensitivity profile was asset sensitive as of December 31, 2021, meaning that we estimate our net interest income would increase more from rising interest rates than from falling interest rates.
Additionally, an increase in interest rates may, among other things, reduce the demand for loans and our ability to originate loans and decrease loan repayment rates. A decrease in the general level of interest rates may affect us through, among other things, increased prepayments on its loan portfolio and increased competition for deposits. Accordingly, changes in the level of market interest rates affect our net yield on interest-earning assets, loan origination volume, loan portfolio and our overall results. Although our asset-liability management strategy is designed to control and mitigate exposure to the risks related to changes in market interest rates, those rates are affected by many factors outside of our control, including governmental monetary policies, inflation, deflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets.
Uncertainty related to the LIBOR determination process and LIBOR discontinuance may adversely affect our results of operations.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after December 31, 2021. While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, the Alternative Reference Rates Committee (the “ARRC”) has proposed the Secured Overnight Financing Rate (“SOFR”) as the alternative rate for use in derivatives and other financial contracts currently being indexed to LIBOR. SOFR is a daily index of the interest rate banks and hedge funds pay to borrow money overnight, secured by U.S. Treasury securities. At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR replacement tool, and the future of LIBOR is still uncertain.
In October 2021, the federal bank regulatory agencies issued a Joint Statement on Managing the LIBOR Transition. In that guidance, the agencies offered their regulatory expectations and outlined potential supervisory and enforcement consequences for banks that fail to adequately plan for and implement the transition away from LIBOR. The failure to properly transition away from LIBOR may result in increased supervisory scrutiny. In addition, the implementation of LIBOR reform proposals may result in increased compliance costs and operational costs, including costs related to continued participation in LIBOR and the transition to a replacement reference rate or rates. We cannot reasonably estimate the expected cost.
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We could recognize losses on investment securities held in its securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate.
While we attempt to invest a significant majority of our total assets in loans, we invest a percentage of our total assets (13.0% as of December 31, 2021) in investment securities with the primary objectives of providing a source of liquidity, providing an appropriate return on funds invested, managing interest rate risk, meeting pledging requirements and meeting regulatory capital requirements. Factors beyond our control can significantly and adversely influence the fair value of securities in our portfolio. Such factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause other-than-temporary impairment in future periods and result in realized losses. Because of changing economic and market conditions affecting interest rates, the financial condition of issuers of the securities and the performance of the underlying collateral, we may incur realized or unrealized losses in future periods, which could have an adverse effect on our business, financial condition and results of operations.
We face strong competition from financial services companies and other companies that offer banking services, which could adversely affect our business, financial condition and results of operations.
Many of our competitors offer the same, or a wider variety of, banking services within our primary market areas. These competitors include banks with nationwide operations, regional banks and other community banks. We also face competition from many other types of financial institutions, including savings banks, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking firms, asset-based non-bank lenders and certain other non-financial entities, such as retail stores which may maintain their own credit programs and certain governmental organizations which may offer more favorable financing or deposit terms than we can. In addition, a number of out-of-state financial intermediaries have production offices or otherwise solicit loan and deposit products in our market areas. Furthermore, our legal lending limit is significantly less than the limits for many of our competitors, and this may hinder our ability to establish relationships with larger businesses in our primary service area. If we are unable to attract and retain banking customers, we may be unable to continue to grow our loan and deposit portfolios, and our business, financial condition and results of operations could be adversely affected.
Negative public opinion regarding us or failure to maintain our reputation in the communities we serve could adversely affect our business and prevent us from growing our business.
As a community bank, our reputation within the communities we serve is critical to our success. If our reputation is negatively affected by the actions of our employees or otherwise, we may be less successful in attracting new customers, and our business, financial condition, results of operations and future prospects could be materially and adversely affected. Further, negative public opinion can expose us to litigation and regulatory action or delay in acting as we seek to implement our growth strategy.
Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance (“ESG”) practices and disclosure. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. For example, certain investors are beginning to incorporate the business risks of climate change and the adequacy of companies’ responses to climate change and other ESG matters as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of the Company’s common stock if investors determine that the Company has not made sufficient progress on ESG matters. In addition, new government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure. Increased ESG related compliance costs could result in increases to our overall operational costs.
If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report its financial results or prevent fraud.
Our management may conclude that our internal control over financial reporting is not effective due to our failure to cure any identified material weakness or otherwise. Moreover, even if our management concludes that its internal control over financial reporting is effective, our independent registered public accounting firm may not conclude that our internal control over financial reporting is effective. In addition, during the course of the evaluation, documentation and testing of our internal control over financial reporting, we may identify deficiencies
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that we may not be able to remediate in time to meet the deadline imposed by the FDIC for compliance with the requirement of FDICIA. Any such deficiencies may also subject us to adverse regulatory consequences. If we fail to achieve and maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may be unable to report our financial information on a timely basis, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act or FDICIA, and we may suffer adverse regulatory consequences or violations of listing standards. There could also be a negative reaction in the financial markets due to a loss of investor confidence in the reliability of our financial statements.
The obligations associated with being a public company require significant resources and management attention.
We expect to incur significant incremental costs related to operating as a public company, particularly when we no longer qualify as an emerging growth company. We are subject to the reporting requirements of the Exchange Act, which require that we file annual, quarterly and current reports with respect to our business and financial condition and proxy and other information statements, and the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Public Company Accounting Oversight Board (the “PCAOB”) and NASDAQ, each of which imposes additional reporting and other obligations on public companies.
We expect these rules and regulations and changes in laws, regulations and standards relating to corporate governance and public disclosure to increase legal and financial compliance costs and make some activities more time consuming and costly. These laws, regulations and standards are subject to varying interpretations, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations.
We could be subject to losses, regulatory action or reputational harm due to fraudulent, negligent or other acts on the part of our loan customers, employees or vendors.
Employee errors or employee or customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding from us unauthorized activities, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors or employee or customer misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.
In addition, in deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished by or on behalf of customers and counterparties, including representations and warranties, financial statements, property appraisals, title information, employment and income documentation, account information and other financial information. Any such misrepresentation or incorrect or incomplete information may not be detected prior to funding a loan or during our ongoing monitoring of outstanding loans. Any of these developments could have a material adverse effect on our business, financial condition, results of operations and future prospects.
We have a continuing need for technological change, and we may not have the resources to effectively implement new technology, or we may experience operational challenges when implementing new technology.
Our future success will depend, at least in part, upon our ability to respond to future technological changes and our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in our operations as we continue to grow and expand our product and service offerings. We may experience operational challenges as we implement these new technology enhancements or products, which could result in us not fully realizing the anticipated benefits from such new technology or require it to incur significant costs to remedy any such challenges in a timely manner.
In addition, changes may be more difficult or expensive than we anticipate. Many of our larger competitors may be able to offer additional or superior products compared to those that we will be able to provide. Accordingly, we may lose customers seeking new technology-driven products and services to the extent it is unable to provide such products and services.
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Our operations could be interrupted if our third-party service providers experience difficulty, terminate their services or fail to comply with banking regulations.
We depend on a number of relationships with third-party service providers. Specifically, we receive certain third-party services including, but not limited to, core systems processing, essential web hosting and other Internet systems, online banking services, deposit processing and other processing services. If these third-party service providers experience difficulties or terminate their services, and we are unable to replace them with other service providers, particularly on a timely basis, our operations could be interrupted. If an interruption were to continue for a significant period of time, our business, financial condition and results of operations could be adversely affected, perhaps materially. Even if we are able to replace third-party service providers, it may be at a higher cost to us, which could adversely affect our business, financial condition and results of operations.
We are subject to environmental liability risk associated with lending activities.
A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. The remediation costs and any other financial liabilities associated with an environmental hazard could adversely affect our business, financial condition and results of operations.
Changes in U.S. trade policies and other factors beyond our control, including the imposition of tariffs and retaliatory tariffs and the impacts of epidemics or pandemics, may adversely impact our business, financial condition and results of operations.
There have been changes and discussions with respect to U.S. trade policies, legislation, treaties and tariffs. Tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export could cause the prices of our customers’ products to increase which could reduce demand for such products, or reduce our customer margins, and adversely impact their revenues, financial results and ability to service debt; which, in turn, could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially and adversely impacted in the future. It remains unclear what the U.S. Administration or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs that may be imposed, or international trade agreements and policies. A trade war or other governmental action related to tariffs or international trade agreements or policies, as well as coronavirus or other potential epidemics or pandemics, have the potential to negatively impact our and/or our customers’ costs, demand for our customers’ products, and/or the U.S. economy or certain sectors thereof and, thus, adversely affect our business, financial condition, and results of operations.
Risks Related to Our Industry and Regulation
We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, could adversely affect us.
We are subject to extensive regulation, supervision and legal requirements that govern almost all aspects of our operations. These laws and regulations are not intended to protect our shareholders. Rather, these laws and regulations are intended to protect customers, depositors, the DIF and the overall financial stability of the banking system in the United States. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs. Our failure to comply with these laws and regulations, even if the failure follows good faith effort or reflects a difference in interpretation, could subject us to restrictions on our business activities, fines and other penalties, any of which could adversely affect our results of operations, capital base and the price of our securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive or otherwise adversely affect our business, financial condition and results of operations.
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Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, financial condition or results of operations.
New proposals for legislation continue to be introduced in the U.S. Congress that could further substantially increase regulation of the financial services industry, impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices, including in the areas of compensation, interest rates, financial product offerings and disclosures, and have an effect on bankruptcy proceedings with respect to consumer residential real estate mortgages, among other things.
Certain aspects of current or proposed regulatory or legislative changes, including laws applicable to the financial industry and federal and state taxation, if enacted or adopted, may impact the profitability of our business activities, require more oversight or change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations to comply, and could have a material adverse effect on our business, financial condition and results of operations. In addition, any proposed legislative or regulatory changes, including those that could benefit our business, financial condition and results of operations, may not occur on the timeframe that is proposed, or at all, which could result in additional uncertainty for our business.
As a regulated entity, we and the Bank must maintain certain required levels of regulatory capital that may limit our and the Bank’s operations and potential growth.
We and the Bank are subject to various regulatory capital requirements administered by the Federal Reserve and the FDIC, respectively. See “Supervision and Regulation—Regulatory Capital Requirements.”
Many factors affect the calculation of our risk-based assets and our ability to maintain the level of capital required to achieve acceptable capital ratios. For example, any increases in our risk-weighted assets will require a corresponding increase in our capital to maintain the applicable ratios. In addition, recognized loan losses in excess of amounts reserved for such losses, loan impairments, impairment losses on securities and other factors will decrease our capital, thereby reducing the level of the applicable ratios. Our failure to remain well-capitalized for bank regulatory purposes could affect customer confidence, our ability to grow, our costs of funds and FDIC insurance costs, our ability to pay dividends to the Company and the Company’s ability to pay dividends on its common stock, the Company’s ability to make acquisitions and on our and the Company’s business, results of operations and financial condition. Under regulatory rules, if we cease to be a well-capitalized institution for bank regulatory purposes, the interest rates that we pay on deposits and our ability to accept brokered deposits may be restricted.
State and federal banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we become subject as a result of such examinations could adversely affect it.
Texas and federal bank regulatory agencies periodically conduct examinations of our business, including compliance with laws and regulations. If, as a result of an examination, a regulatory agency were to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we, the Bank or our respective management, were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital levels, to restrict our growth, to assess civil monetary penalties against us, the Bank or our respective officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the Bank’s deposit insurance, with the result that the Bank would be closed. If we become subject to such regulatory actions, our business, financial condition, results of operations and reputation could be adversely affected.
Many of our new activities and expansion plans require regulatory approvals, and failure to obtain them may restrict our growth.
Generally, we must receive federal and state regulatory approval before we can acquire an FDIC-insured depository institution or related business. Such regulatory approvals may not be granted on terms that are acceptable to us, or at all. We may also be required to sell branches or other business lines as a condition to receiving regulatory approval, which condition may not be acceptable to us or, if acceptable to us, may reduce the benefit of any acquisition.
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Financial institutions, such as the Bank, face a risk of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations, and associated enforcement actions.
The Bank Secrecy Act, the USA PATRIOT Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The Financial Crimes Enforcement Network is authorized to impose significant civil money penalties for violations of those requirements, and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice (the “Justice Department”), the Drug Enforcement Administration and the IRS. There is also increased scrutiny of compliance with the sanctions programs and rules administered and enforced by OFAC.
If our policies, procedures and systems are deemed deficient, we could be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and on expansion opportunities, including acquisitions.
We are subject to numerous lending laws designed to protect consumers, including the CRA and fair lending laws, and failure to comply with these laws could lead to material sanctions and penalties and restrictions on our expansion opportunities.
The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The CFPB, the FDIC, the Justice Department and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity, and restrictions on expansion activity. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation.
The Federal Reserve may require us to commit capital resources to support the Bank.
The Dodd-Frank Act and Federal Reserve require a bank holding company to act as a source of financial and managerial strength to its subsidiary banks and to commit resources to support its subsidiary banks. Accordingly, we could be required to provide financial assistance to the Bank if it experiences financial distress.
Such a capital injection may be required at a time when our resources are limited and we may be required to raise capital or borrow the funds to make the required capital injection. Any borrowing that must be done by the holding company in order to make the required capital injection may be difficult and expensive and may adversely impact the holding company’s business, financial condition and results of operations.
We could be adversely affected by the soundness of other financial institutions.
Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by a counterparty or client. In addition, our credit risk may be exacerbated when our collateral cannot be foreclosed upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due. Any such losses could adversely affect our business, financial condition and results of operations.
Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the U.S. money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of both the discount rate and the federal funds rate and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.
Although we cannot determine the effects of such policies on it at this time, such policies could adversely affect our business, financial condition and results of operations.
47
Risks Related to Our Common Stock
An active trading market for our common stock may not be sustained.
We completed the initial public offering of our common stock and the Company’s common stock began trading on NASDAQ in May 2018. An active trading market for shares of our common stock may not be sustained. If an active trading market is not sustained, you may have difficulty selling your shares of our common stock at an attractive price, or at all. Consequently, you may not be able to sell your shares of our common stock at or above an attractive price at the time that you would like to sell.
The market price of our common stock could be volatile and may fluctuate significantly, which could cause the value of an investment in our common stock to decline.
The market price of our common stock could fluctuate significantly due to a number of factors, many of which are beyond our control, including the realization of any of the risks described in this “Risk Factors” section. In addition, the stock market in general, and the market for banks and financial services companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.
If securities or industry analysts change their recommendations regarding our common stock or if our operating results do not meet their expectations, its stock price could decline.
The trading market for our common stock could be influenced by the research and reports that industry or securities analysts may publish about us or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline and our common stock to be less liquid. Moreover, if one or more of the analysts who cover us downgrade our stock or if our operating results do not meet their expectations, either absolutely or relative to our competitors, the price of our common stock could decline significantly.
Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.
We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing additional shares of our common stock.
We may also grant registration rights covering those shares of our common stock or other securities in connection with any such acquisitions and investments. We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital through future sales of equity securities.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise materially adversely affect our shareholders, which could depress the price of our common stock.
Our certificate of formation authorizes us to issue up to 5,000,000 shares of one or more series of preferred stock. Our board of directors has the authority to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our common stock at a premium over the market price and materially adversely affect the market price and the voting and other rights of our shareholders.
We are dependent upon the Bank for cash flow, and the Bank’s ability to make cash distributions is restricted, which could impact our ability to satisfy our obligations.
Our primary asset is the Bank. As such, we depend upon the Bank for cash distributions through dividends on the Bank’s stock to pay our operating expenses and satisfy our obligations, including debt obligations. There are numerous laws and banking regulations that limit the Bank’s ability to pay dividends to us. If the Bank is unable to pay dividends to us, we will not be able to satisfy our obligations or pay dividends.
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We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) and we have taken advantage of certain disclosure exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We will remain an emerging growth company for up to five years, though we may cease to be an emerging growth company earlier under certain circumstances, including if, before the end of such five years, it is deemed to be a large accelerated filer under the rules of the SEC. Investors and securities analysts may find it more difficult to evaluate our common stock because we may rely on one or more of these exemptions, and, as a result, investor confidence and the market price of our common stock may be materially and adversely affected.
Our shareholders may be deemed to be acting in concert or otherwise in control of us, which could impose notice, approval and ongoing regulatory requirements and result in adverse regulatory consequences for such holders.
We are subject to the BHC Act, and federal and state banking regulation, that will impact the rights and obligations of owners of our common stock. Any bank holding company or foreign bank that is subject to the BHC Act may need approval to acquire or retain 5.0% or more of the then outstanding shares of our common stock, and any holder (or group of holders deemed to be acting in concert) may need regulatory approval to acquire or retain 10.0% or more of the shares of our common stock. A holder or group of holders may also be deemed to control us if they own 25.0% or more of its total equity. Under certain limited circumstances, a holder or group of holders acting in concert may exceed the 25.0% threshold and not be deemed to control us until they own 33.3% or more of our total equity. The amount of total equity owned by a holder or group of holders acting in concert is calculated by aggregating all shares held by the holder or group, whether as a combination of voting or non-voting shares or through other positions treated as equity for regulatory or accounting purposes and meeting certain other conditions. Holders deemed to be in “control” of us will be subject to certain reporting and other obligations with the Federal Reserve. Our shareholders should consult their own counsel with regard to regulatory implications.
Our directors and executive officers could have the ability to influence shareholder actions in a manner that may be adverse to your personal investment objectives.
Due to the significant ownership interests of our directors and executive officers, our directors and executive officers are able to exercise significant influence over our management and affairs. For example, our directors and executive officers may be able to influence the outcome of director elections or block significant transactions, such as a merger or acquisition, or any other matter that might otherwise be approved by the shareholders.
An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could lose some or all of your investment.
An investment in our common stock is not a bank deposit and, therefore, is not insured against loss or guaranteed by the FDIC, any other deposit insurance fund or by any other public or private entity. An investment in our common stock is inherently risky for the reasons described herein. As a result, if you acquire our common stock, you could lose some or all of your investment.
Our corporate organizational documents and certain corporate and banking provisions of Texas law to which it is subject contain certain provisions that could have an anti-takeover effect and may delay, make more difficult or prevent an attempted acquisition of us that you may favor.
Our certificate of formation and bylaws contain certain provisions that may have an anti-takeover effect and may delay, discourage or prevent an attempted acquisition or change of control of us. These provisions include (i) staggered terms for directors, who may only be removed for cause; (ii) authorization for our board of directors to issue shares of one or more series of preferred stock without shareholder approval and upon such terms as our board of directors may determine; (iii) a prohibition of shareholder action by less than unanimous written consent; (iv) a prohibition of cumulative voting in the election of directors; (v) a provision establishing certain advance notice procedures for nomination of candidates for election of directors and for shareholder proposals; and (vi) a limitation on the ability of shareholders to call special meetings to those shareholders or groups of shareholders owning at least 50.0% of the shares of our common stock that are issued, outstanding and entitled to vote. In addition, certain provisions of Texas law, including a provision which restricts certain business combinations between a Texas corporation and certain affiliated shareholders, may delay, discourage or prevent an attempted acquisition or change in control. Moreover, banking laws impose notice, approval, and ongoing regulatory requirements on any shareholder or other party that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution. These laws could delay or prevent an acquisition.
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Our certificate of formation contains an exclusive forum provision that limits the judicial forums where our shareholders may initiate derivative actions and certain other legal proceedings against us and our directors and officers.
Our certificate of formation provides that the state and federal courts located in Montgomery County, Texas will, to the fullest extent permitted by law, be the sole and exclusive forum for certain causes of action, which may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us. Alternatively, if a court were to find the choice of forum provision contained in our certificate of formation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
None.
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Item 2. Properties
Our principal offices and headquarters are located at 1836 Spirit of Texas Way, Conroe, Texas 77301. All of our branches are located in Texas. We own 28 of our branch locations and lease the remaining seven locations. The terms of our leases range from five to ten years and generally give us the option to renew for subsequent terms of equal duration or otherwise extend the lease term subject to price adjustment based on market conditions at the time of renewal. The following table sets forth a list of our locations as of the date of this Annual Report on Form 10-K.
Houston-The Woodlands-Sugar Land MSA |
Location | | Own or Lease | | Sq. Ft.(1) |
Houston | | | | | | | |
Post Oak Branch | | Lease | | | 16,403 | | |
720 N. Post Oak Road, Suites 101, 620 and 650, Houston, Texas 77024 | | | | | | | |
Stafford Branch | | Lease | | | 6,372 | | |
12840 Southwest Freeway, Stafford, Texas 77477 | | | | | | | |
The Woodlands | | | | | | | |
Woodlands North Branch | | Own | | | 24,000 | | (2) |
16610 Interstate 45 North, The Woodlands, Texas 77384 | | | | | | | |
Woodlands Central Center | | Own | | | 14,925 | | (2) |
1525 Lake Front Circle, The Woodlands, Texas 77380 | | | | | | | |
Woodlands West Branch | | Own | | | 6,700 | | (2) |
30350 FM 2978, Magnolia, Texas 77354 | | | | | | | |
Conroe | | | | | | | |
Conroe Branch | | Own | | | 24,000 | | (2) |
1836 Spirit of Texas Way (815 W. Davis Street), Conroe, Texas 77301 | | | | | | | |
Conroe Operations Support Center | | Own | | | 12,932 | | |
1824 Spirit of Texas Way (815 W. Davis Street), Conroe, Texas 77301 | | | | | | | |
Montgomery | | | | | | | |
Montgomery Branch | | Own | | | 12,568 | | (2) |
165 Lone Star Parkway, Montgomery, Texas 77356 | | | | | | | |
Tomball | | | | | | | |
Tomball Branch | | Own | | | 12,798 | | (2) |
1100 W. Main Street, Tomball, Texas 77375 | | | | | | | |
Magnolia | | | | | | | |
Magnolia Branch | | Lease | | | 3,600 | | |
6910 FM 1488, Suites 1, 2, 3 and 4, Magnolia, Texas 77354 | | | | | | | |
Dallas-Fort Worth-Arlington MSA | |
Location | | Own or Lease | | Sq. Ft. | |
Dallas | | | | | | |
Dallas Branch | | Own | | | 23,602 | |
5301 Spring Valley Road Dallas, Texas 75254 | | | | | | |
Fort Worth | | | | | | |
Fort Worth Branch | | Own | | | 7,483 | |
1120 Summit Avenue Fort Worth, Texas 76102 | | | | | | |
Colleyville | | | | | | |
Colleyville Branch | | Lease | | | 4,100 | |
5712 Colleyville Boulevard, Suite 100, Colleyville, Texas 76034 | | | | | | |
Grapevine | | | | | | |
Grapevine Branch | | Lease | | | 3,327 | |
601 W. Northwest Highway, Suite 100, Grapevine, Texas 76051 | | | | | | |
Parker | | | | | | |
Cool Branch | | Own | | | 3,479 | |
9702 Mineral Wells Highway, Weatherford, Texas 76088 | | | | | | |
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College Station-Bryan MSA | |
Location | | Own or Lease | | Sq. Ft. | |
College Station | | | | | | |
College Station Banking and Operations Center | | Own | | | 12,358 | |
625 University Drive East, College Station, Texas 77840 | | | | | | |
Mineral Wells MSA | |
Location | | Own or Lease | | Sq. Ft. | |
Mineral Wells | | | | | | |
Mineral Wells Branch | | Own | | | 2,544 | |
701 E. Hubbard Street, Mineral Wells, Texas 76067 | | | | | | |
Mingus Branch | | Own | | | 1,572 | |
117 Highway 193, Mingus, Texas 76463 | | | | | | |
Palo Pinto Branch | | Own | | | 1,800 | |
539 Oak Street, Palo Pinto, Texas 76484 | | | | | | |
Santo Branch | | Own | | | 1,760 | |
14003 S. FM 4, Santo, Texas 76472 | | | | | | |
Comanche County | |
Location | | Own or Lease | | Sq. Ft. | |
Comanche | | | | | | |
Comanche Branch | | Own | | | 12,342 | |
100 E. Central Street, Comanche, Texas 76442 | | | | | | |
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South Texas MSA | |
Location | | Own or Lease | | Sq. Ft. | |
Beeville | | | | | | |
Beeville Branch | | Own | | | 26,442 | |
1400 E. Houston Street, Beeville, Texas 78102 | | | | | | |
Yorktown | | | | | | |
Yorktown Branch | | Own | | | 7,164 | |
142 N. Riedel Street, Yorktown, Texas 78164 | | | | | | |
Seguin | | | | | | |
Sequin Branch | | Own | | | 9,817 | |
125 S. State Highway 46, Sequin, Texas 78155 | | | | | | |
Corpus Christi | | | | | | |
Corpus Christi Branch | | Own | | | 12,318 | |
2051 Rodd Field Rd, Corpus Christi, Texas 78412 | | | | | | |
| | | | | | |
Northeast Texas MSA | |
Location | | Own or Lease | | Sq. Ft. | |
Tyler | | | | | | |
Tyler-South West Branch | | Own | | | 23,382 | |
3915 S.S.W. Loop 323, Tyler, Texas 75711 | | | | | | |
Highway 64 Branch | | Own | | | 2,021 | |
11433 Highway. 64 West, Tyler, Texas 75704 | | | | | | |
Chandler | | | | | | |
Chandler Branch | | Own | | | 5,916 | |
216 N. Broad Street, Chandler, Texas 75758 | | | | | | |
Mabank | | | | | | |
Mabank Branch | | Own | | | 5,472 | |
1381 S. 3rd Street, Mabank, Texas 75147 | | | | | | |
Athens | | | | | | |
Athens Branch | | Own | | | 4,572 | |
713 East Tyler, Athens, Texas, 75751 | | | | | | |
Seven Points | | | | | | |
Seven Points Branch | | Own | | | 4,950 | |
220 E. Cedar Creek Parkway, Seven Points, Texas, 75143 | | | | | | |
Austin MSA | |
Location | | Own or Lease | | Sq. Ft. | |
San Antonio | | | | | | |
Medical Hill Branch | | Own | | | 4,940 | |
9324 Huebner Road, San Antonio, Texas 78240 | | | | | | |
Pyramid Branch | | Lease | | | 5,017 | |
601 NW Loop 410, Suite 230, San Antonio, Texas 78216 | | | | | | |
Austin | | | | | | |
Austin Branch | | Lease | | | 6,000 | |
3001 Palm Way, Austin, Texas 78758 | | | | | | |
Avery Ranch Branch | | Own | | | 5,336 | |
14951 Avery Ranch Blvd, Austin, Texas 78717 | | | | | | |
Tilden | | | | | | |
Tilden Branch | | Own | | | 2,748 | |
205 Elm Street, Tilden, Texas 78072 | | | | | | |
(1) | Square footage does not include drive thru. |
(2) | We lease a portion of these owned space to third-party tenants. |
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Item 3. Legal Proceedings
In the ordinary course of our banking business, we may be a party to various legal proceedings from time to time. We do not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material effect on our business, results of operations, or financial condition. Other than regular, routine examinations by federal and state banking authorities, there are no proceedings pending or known to be contemplated by any governmental authorities. However, changes in circumstances or additional information could result in additional accruals or resolution of these matters in excess of established accruals, which could adversely affect our financial condition, results of operations or cash flows, potentially materially.
Item 4. Mine Safety Disclosures
Not applicable.
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Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
Market Information for Common Stock
The Company’s common stock, no par value per share, is traded on the NASDAQ Global Select Market under the trading symbol “STXB”.
Holders of Record
As of December 31, 2021 there were approximately 300 holders of record of the Company’s common stock.
Dividends
The Company paid quarterly cash dividends to shareholders of $0.09 per share during the first and second quarters of 2021. In August of 2021 the Board of Directors voted to increase the dividend to $0.12 per share for the third quarter of 2021. The Company paid quarterly cash dividends to shareholders of $0.12 per share during the third and fourth quarters of 2021. A component of return to common shareholders, the Company intends to pay cash dividends when corporate financial performance and capital strength allow it to do so. All dividend payments must be approved and declared by the Board of Directors and are required to be in compliance with all applicable laws and regulations.
Securities Authorized for Issuance Under Equity Compensation Plans
Plan Category | | Number of Shares to be Issued Upon Exercise of Outstanding Awards | | | Weighted- Average Exercise Price of Outstanding Awards | | | Number of Shares Available for Future Grants | |
Equity compensation plans approved by shareholders(1) | | | 763,970 | | | $ | 14.63 | | | | 112,547 | |
Equity compensation plans not approved by shareholders | | | — | | | | — | | | | — | |
Total | | | 763,970 | | | $ | 14.63 | | | | 112,547 | |
(1) | The number of shares available for future issuance includes 112,547 shares available under the Company’s 2017 Stock Incentive Plan (which allows for the issuance of options, as well as various other stock-based awards). |
Issuer Purchases of Securities
On June 18, 2021, the Company’s previously-announced stock buyback program (the “2020 Stock Buyback Program”) expired pursuant to its terms. On June 15, 2021, the Company approved a new stock buyback program (the “2021 Stock Buyback Program”) pursuant to which the Company may, from time to time, purchase up to $10.0 million of the Company’s outstanding shares of common stock, beginning on June 19, 2021 and concluding on June 18, 2022. The shares of Company common stock may be repurchased under the 2021 Stock Buyback Program from time to time in privately negotiated transactions or the open market, including pursuant to block trades or Rule 10b5-1 trading plans, and in accordance with applicable regulations of the SEC. The timing and exact amount of any repurchases under the 2021 Stock Buyback Program will depend on various factors including, the performance of the Company’s stock price, general market and other conditions, applicable legal requirements and other factors. There is no assurance that the Company will repurchase any shares under the 2021 Stock Buyback Program, and the 2021 Stock Buyback Program may be terminated or amended by the Company’s board of directors at any time prior to the expiration date. Furthermore, the Company may, in its discretion, begin or terminate repurchases at any time prior to the 2021 Stock Buyback Program’s expiration, without any prior notice.
The Company purchased 58,506 shares at an average price of $18.17 under the 2020 Stock Buyback Program before its expiration. The Company did not purchase any shares under the 2021 Stock Buyback Program during the three months ended December 31, 2021.
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Item 6.
Reserved.
Stock Performance Graph
The stock price performance graph below shall not be deemed incorporated by reference by any general statement incorporating by reference in this Annual Report on Form 10-K into any filing under the Securities Act or under the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.
The following graph compares the cumulative total stockholders’ return on our common stock compared to the cumulative total returns for the Standard & Poor’s (S&P) 500 Index and an index representing a group of peer banks from May 4, 2018 (the date our common stock commenced trading on NASDAQ) through December 31, 2021. The comparison assumes that $100 was invested on May 4, 2018 in our common stock and in each of the indices. The cumulative total return on each investment assumes reinvestment of dividends (if applicable).
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Item 7. 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 “Selected Historical Consolidated Financial Data” and our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this Annual Report on Form 10-K, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Except as required by law, we assume no obligation to update any of these forward-looking statements.
Overview
We are a Texas corporation and a registered bank holding company located in the Houston metropolitan area with headquarters in Conroe, Texas. We offer a broad range of commercial and retail banking services through our wholly-owned bank subsidiary, Spirit of Texas Bank SSB. We operate through 35 full-service branches located primarily in the Houston, Dallas/Fort Worth, Bryan/College Station, San Antonio-New Braunfels, Corpus Christi, Tyler, and Austin metropolitan areas metropolitan areas. As of December 31, 2021, we had total assets of $3.27 billion, loans held for investment of $2.32 billion, total deposits of $2.78 billion and total stockholders’ equity of $393.82 million.
As a bank holding company, we generate most of our revenues from interest income on loans, gains on sale of the guaranteed portion of SBA loans, customer service and loan fees, brokerage fees derived from secondary mortgage originations and interest income from investments in securities. We incur interest expense on deposits and other borrowed funds and noninterest expenses, such as salaries and employee benefits and occupancy expenses. Our goal is to maximize income generated from interest earning assets, while also minimizing interest expense associated with our funding base to widen net interest spread and drive net interest margin expansion. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings that are used to fund those assets. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities.
Changes in market interest rates and the interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Texas, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and energy sectors within our target markets and throughout Texas.
Pending Merger of Simmons First National Corporation and Spirit of Texas Bancshares, Inc.
On November 18, 2021, we entered into an Agreement and Plan of Merger (the “merger agreement”) with Simmons First National Corporation (“Simmons”), parent company of Simmons Bank, pursuant to which the companies will combine in an all‐stock transaction. Under the terms of the merger agreement, which was approved by both companies’ Boards of Directors, Spirit will merge with and into Simmons, with Simmons surviving (the “Proposed Merger”), and the combined holding company and bank will operate under the Simmons name and brand with the company’s headquarters remaining in Little Rock, Arkansas. Pending regulatory approvals and the satisfaction of the closing conditions set forth in the merger agreement, the Proposed Merger is expected to close during the second calendar quarter of 2022.
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COVID-19 Pandemic
In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China, and has since spread worldwide. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. In addition, the “Delta” and “Omicron” variants of COVID-19, which are the most transmissible variants identified to date, have spread in the United States in 2021. The impact of these variants, or any other new variants of COVID-19, cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against variants, and the response by governmental bodies and regulators. The ongoing COVID-19 pandemic has severely impacted the level of economic activity in the local, national and global economies and financial markets. As a result, the Company and certain of its customers have been adversely affected by the COVID-19 pandemic. The extent to which the COVID-19 pandemic, or any current or future variant thereof, negatively impacts the Company's business, results of operations, and financial condition, as well as its regulatory capital and liquidity ratios, is unknown at this time and will depend on future developments, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic, or any current or future variant thereof. If the pandemic is sustained for a prolonged period of time, it may further adversely impact the Company and impair the ability of the Company's customers to fulfill their contractual obligations to the Company. This could cause the Company to experience a material adverse effect on its business operations, asset valuations, financial condition, and results of operations. Please refer to Part I, Item 1A, “Risk Factors” of this Annual Report on Form 10-K.
In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. Loans covered by the PPP may be eligible for loan forgiveness for certain costs incurred related to payroll, group health care benefit costs and qualifying mortgage, rent and utility payments. The remaining loan balance after forgiveness of any amounts is still fully guaranteed by the SBA. Terms of the PPP loans include the following (i) maximum amount limited to the lesser of $10 million or an amount calculated using a payroll-based formula, (ii) maximum loan term of two years, (iii) interest rate of 1.00%, (iv) no collateral or personal guarantees are required, (v) no payments are required for six months following the loan disbursement date and (vi) loan forgiveness up to the full principal amount of the loan and any accrued interest, subject to certain requirements including that no more than 25% of the loan forgiveness amount may be attributable to non-payroll costs. In return for processing and booking the loan, the SBA will pay the lender a processing fee tiered by the size of the loan (5% for loans of not more than $350 thousand; 3% for loans more than $350 thousand and less than $2 million; and 1% for loans of at least $2 million). At December 31, 2021, PPP loans totaled $43.9 million which are included in commercial and industrial loans.
The Economic Aid Act, signed into law on December 27, 2020, authorized new PPP funding and extended the authority of lenders to make PPP loans through March 31, 2021. Under the revised terms of the PPP, loans may be made to first time borrowers as well as certain businesses that previously received a PPP loan and experienced a significant reduction in revenue.
During the year ended December 31, 2021, we also participated in the Federal Reserve's PPPLF, which expired on July 30, 2021. As of December 31, 2021, we had no borrowings under the PPPLF. The maturity date of a borrowing under the PPPLF was equal to the maturity date of the PPP loan pledged to secure the borrowing and would be accelerated (i) if the underlying PPP loan goes into default and is sold to the SBA to realize on the SBA guarantee or (ii) to the extent that any PPP loan forgiveness reimbursement is received from the SBA. Borrowings under the PPPLF bear interest at a rate of 0.35% and there were no fees to us.
Federal bank regulatory agencies have issued an interim final rule that permits banks to neutralize the regulatory capital effects of participating in the PPP and, if applicable, the PPPLF. Specifically, all PPP loans have a zero percent risk weight under applicable risk-based capital rules. Additionally, a bank may exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for the purposes of calculating its leverage ratio, while PPP loans that are not pledged as collateral to the PPPLF will be included.
Simmons Branch Acquisition
On February 28, 2020, Spirit completed its acquisition of certain assets and assumption of certain liabilities associated with five banking offices of Simmons Bank. The offices are located in Austin, San Antonio and Tilden, Texas. The Company paid total consideration of $131.6 million in the Simmons branch acquisition. For more information about the acquisition, see “Note 3. Business Combinations” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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Results of Operations
Our results of operations depend substantially on net interest income and noninterest income. Other factors contributing to our results of operations include our level of noninterest expenses, such as salaries and employee benefits, occupancy and equipment and other miscellaneous operating expenses.
Net Interest Income
Net interest income represents interest income less interest expense. We generate interest income from interest, dividends and fees received on interest-earning assets, including loans and investment securities we own. We incur interest expense from interest paid on interest-bearing liabilities, including interest-bearing deposits and borrowings. To evaluate net interest income, we measure and monitor (1) yields on our loans and other interest-earning assets, (2) the costs of our deposits and other funding sources, (3) our net interest spread, (4) our net interest margin and (5) our provisions for loan losses. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income divided by average interest-earning assets. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and stockholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources.
Changes in market interest rates and the interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing deposits and stockholders’ equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. We measure net interest income before and after provision for loan losses required to maintain our allowance for loan and lease losses at acceptable levels.
Noninterest Income
Our noninterest income includes the following: (1) service charges and fees; (2) SBA loan servicing fees; (3) mortgage referral fees; (4) gain on the sales of loans, net; (5) gain (loss) on sales of investment securities; (6) swap fees; (7) swap referral fees; and (8) other.
Noninterest Expense
Our noninterest expense includes the following: (1) salaries and employee benefits; (2) occupancy and equipment expenses; (3) professional services; (4) data processing and network; (5) regulatory assessments and insurance; (6) amortization of core deposit intangibles; (7) advertising; (8) marketing; (9) telephone expenses; (10) conversion expense; and (11) other.
Financial Condition
The primary factors we use to evaluate and manage our financial condition include liquidity, asset quality and capital.
Liquidity
We manage liquidity based upon factors that include the amount of core deposits as a percentage of total deposits, the level of diversification of our funding sources, the allocation and amount of our deposits among deposit types, the short-term funding sources used to fund assets, the amount of non-deposit funding used to fund assets, the availability of unused funding sources, off-balance sheet obligations, the availability of assets to be readily converted into cash without undue loss, the amount of cash and liquid securities we hold, and the repricing characteristics and maturities of our assets when compared to the repricing characteristics of our liabilities, the ability to securitize and sell certain pools of assets and other factors.
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Asset Quality
We manage the diversification and quality of our assets based upon factors that include the level, distribution, severity and trend of problem, classified, delinquent, nonaccrual, nonperforming and restructured assets, the adequacy of our allowance for loan and lease losses, discounts and reserves for unfunded loan commitments, the diversification and quality of loan and investment portfolios and credit risk concentrations.
Capital
We manage capital based upon factors that include the level and quality of capital and our overall financial condition, the trend and volume of problem assets, the adequacy of discounts and reserves, the level and quality of earnings, the risk exposures in our balance sheet, the levels of tier 1 (core), risk-based and tangible common equity capital, the ratios of tier 1 (core), risk-based and tangible common equity capital to total assets and risk-weighted assets and other factors.
Analysis of Results of Operations
Net income for the year ended December 31, 2021 totaled $42.1 million, which generated diluted earnings per common share of $2.38 and adjusted diluted earnings per common share, which is a non-GAAP financial measure that excludes gain on sale of securities and expenses related to the Proposed Merger, of $2.42 for the year ended December 31, 2021. Net income for the year ended December 31, 2020 totaled $31.3 million, which generated diluted earnings per common share of $1.77 and adjusted diluted earnings per common share of $1.79 for the year ended December 31, 2020. The increase in net income was driven by an increase in interest income of $2.0 million that was primarily attributable to organic loan growth and origination fees net of costs recognized on Paycheck Protection Program loans. In addition, interest expense decreased $6.2 million primarily due to market rate resets which occurred on all products during the year ended December 31, 2021. Increased interest income was partially offset by a decrease of non-interest income of $4.8 million primarily due to a decrease in gain on sale of loans of $4.4 million offset by an increase in Swap fees of $1.0 million. Our results of operations for the year ended December 31, 2021 produced a return on average assets of 1.34% compared to a return on average assets of 1.11% for the year ended December 31, 2020. We had a return on average stockholders’ equity of 11.17% compared to a return on average stockholders’ equity of 8.98% for the year ended December 31, 2020.
Net income for the year ended December 31, 2020 totaled $31.3 million, which generated diluted earnings per common share of $1.77 and adjusted diluted earnings per common share, which is a non-GAAP financial measure that excludes gain on sale of securities and acquisition-related expenses, of $1.79 for the year ended December 31, 2020. Net income for the year ended December 31, 2019 totaled $21.1 million, which generated diluted earnings per common share of $1.40 and adjusted diluted earnings per common share of $1.43 for the year ended December 31, 2019. The increase in net income was driven by an increase in interest income of $37.9 million that was primarily attributable to acquired loan growth, partially offset by an increase in interest expense of $7.0 million, which was mainly the result of increased deposit balances from acquisitions. Our results of operations for the year ended December 31, 2020 produced a return on average assets of 1.11% compared to a return on average assets of 1.14% for the year ended December 31, 2019. We had a return on average stockholders’ equity of 8.98% compared to a return on average stockholders’ equity of 8.38% for the year ended December 31, 2019.
Net Interest Income and Net Interest Margin
The following table presents, for the periods indicated, information about (1) average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (2) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (3) the interest rate spread; (4) net interest income and margin; and (5) net interest income and margin (tax equivalent). Interest earned on loans that are classified as nonaccrual is not recognized in income, however the balances are reflected in
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average outstanding balances for that period. Any nonaccrual loans have been included in the table as loans carrying a zero yield.
| | Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | Average Balance(1) | | | Interest/ Expense | | | Yield/ Rate | | | Average Balance(1) | | | Interest/ Expense | | | Yield/ Rate | | | Average Balance(1) | | | Interest/ Expense | | | Yield/ Rate | |
| | (Dollars in thousands) | |
Interest-earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-earning deposits in other banks | | $ | 147,681 | | | $ | 252 | | | | 0.17 | % | | $ | 183,065 | | | $ | 1,301 | | | | 0.71 | % | | $ | 135,457 | | | $ | 2,892 | | | | 2.13 | % |
Loans, including loans held for sale(2) | | | 2,313,838 | | | | 118,922 | | | | 5.14 | % | | | 2,254,802 | | | | 119,904 | | | | 5.32 | % | | | 1,411,139 | | | | 87,547 | | | | 6.20 | % |
Investment securities and other | | | 429,071 | | | | 6,350 | | | | 1.48 | % | | | 117,947 | | | | 2,340 | | | | 1.98 | % | | | 164,422 | | | | 4,821 | | | | 2.93 | % |
Total interest-earning assets | | | 2,890,590 | | | | 125,524 | | | | 4.34 | % | | | 2,555,814 | | | | 123,545 | | | | 4.83 | % | | | 1,711,018 | | | | 95,260 | | | | 5.57 | % |
Noninterest-earning assets | | | 257,489 | | | | | | | | | | | | 263,887 | | | | | | | | | | | | 150,432 | | | | | | | | | |
Total assets | | $ | 3,148,079 | | | | | | | | | | | $ | 2,819,701 | | | | | | | | | | | $ | 1,861,450 | | | | | | | | | |
Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing demand deposits | | $ | 533,445 | | | $ | 653 | | | | 0.12 | % | | $ | 371,811 | | | $ | 732 | | | | 0.20 | % | | $ | 261,498 | | | $ | 1,180 | | | | 0.45 | % |
Interest-bearing NOW accounts | | | 10,675 | | | | 5 | | | | 0.05 | % | | | 20,174 | | | | 52 | | | | 0.26 | % | | | 11,092 | | | | 29 | | | | 0.26 | % |
Savings and money market accounts | | | 688,499 | | | | 2,474 | | | | 0.36 | % | | | 527,149 | | | | 3,105 | | | | 0.59 | % | | | 283,865 | | | | 2,500 | | | | 0.88 | % |
Time deposits | | | 608,644 | | | | 4,594 | | | | 0.75 | % | | | 694,087 | | | | 10,681 | | | | 1.54 | % | | | 623,189 | | | | 11,831 | | | | 1.90 | % |
FHLB advances and other borrowings | | | 141,052 | | | | 3,682 | | | | 2.61 | % | | | 178,328 | | | | 3,040 | | | | 1.70 | % | | | 71,899 | | | | 1,830 | | | | 2.55 | % |
Total interest-bearing liabilities | | | 1,982,315 | | | | 11,408 | | | | 0.58 | % | | | 1,791,549 | | | | 17,610 | | | | 0.98 | % | | | 1,251,543 | | | | 17,370 | | | | 1.39 | % |
Noninterest-bearing liabilities and shareholders' equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Noninterest-bearing demand deposits | | | 774,528 | | | | | | | | | | | | 655,328 | | | | | | | | | | | | 353,579 | | | | | | | | | |
Other liabilities | | | 14,863 | | | | | | | | | | | | 24,314 | | | | | | | | | | | | 4,118 | | | | | | | | | |
Stockholders' equity | | | 376,373 | | | | | | | | | | | | 348,510 | | | | | | | | | | | | 252,210 | | | | | | | | | |
Total liabilities and stockholders' equity | | $ | 3,148,079 | | | | | | | | | | | $ | 2,819,701 | | | | | | | | | | | $ | 1,861,450 | | | | | | | | | |
Net interest rate spread | | | | | | | | | | | 3.77 | % | | | | | | | | | | | 3.85 | % | | | | | | | | | | | 4.18 | % |
Net interest income and margin | | | | | | $ | 114,116 | | | | 3.95 | % | | | | | | $ | 105,935 | | | | 4.14 | % | | | | | | $ | 77,890 | | | | 4.55 | % |
Net interest income and margin (tax equivalent)(3) | | | | | | $ | 114,581 | | | | 3.96 | % | | | | | | $ | 107,712 | | | | 4.21 | % | | | | | | $ | 78,336 | | | | 4.58 | % |
(1) | Average balances presented are derived from daily average balances. |
(2) | Includes loans on nonaccrual status. |
(3) | In order to make pretax income and resultant yields on tax-exempt loans comparable to those on taxable loans, a tax-equivalent adjustment has been computed using a federal tax rate of 21% for the years ended December 31, 2021, 2020 and 2019, which is a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” |
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on our interest-earning assets and the interest incurred on our interest-bearing liabilities for the periods indicated. The effect of changes in volume is determined by multiplying the change in volume by the prior period’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume.
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A summary of increases and decreases in interest income and interest expense resulting from changes in average balances (volume) and average interest rates follows:
| | Years Ended December 31, 2021 Compared to 2020 | | | Years Ended December 31, 2020 Compared to 2019 | |
| | Increase (Decrease) Due to | | | | | | | Increase (Decrease) Due to | | | | | |
| | Volume(1) | | | Rate(1) | | | Total | | | Volume(1) | | | Rate(1) | | | Total | |
| | (Dollars in thousands) | |
Interest-earning assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-earning deposits in other banks | | $ | 478 | | | $ | (1,527 | ) | | $ | (1,049 | ) | | $ | 782 | | | $ | (2,373 | ) | | $ | (1,591 | ) |
Loans, including loans held for sale(2) | | | 6,828 | | | | (7,810 | ) | | | (982 | ) | | | 46,306 | | | | (13,949 | ) | | | 32,357 | |
Investment securities and other | | | 4,860 | | | | (850 | ) | | | 4,010 | | | | (1,157 | ) | | | (1,324 | ) | | | (2,481 | ) |
Total change in interest income | | $ | 12,166 | | | $ | (10,187 | ) | | $ | 1,979 | | | $ | 45,931 | | | $ | (17,646 | ) | | $ | 28,285 | |
Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing demand deposits | | $ | 376 | | | $ | (455 | ) | | $ | (79 | ) | | $ | 378 | | | $ | (826 | ) | | $ | (448 | ) |
Interest-bearing NOW accounts | | | 15 | | | | (62 | ) | | | (47 | ) | | | 23 | | | | — | | | | 23 | |
Savings and money market accounts | | | 1,379 | | | | (2,010 | ) | | | (631 | ) | | | 1,631 | | | | (1,026 | ) | | | 605 | |
Time deposits | | | 3,034 | | | | (9,121 | ) | | | (6,087 | ) | | | 1,250 | | | | (2,400 | ) | | | (1,150 | ) |
FHLB advances and other borrowings | | | 384 | | | | 258 | | | | 642 | | | | 1,977 | | | | (767 | ) | | | 1,210 | |
Total change in interest expenses | | | 5,188 | | | | (11,390 | ) | | | (6,202 | ) | | | 5,259 | | | | (5,019 | ) | | | 240 | |
Total change in net interest income | | $ | 6,978 | | | $ | 1,203 | | | $ | 8,181 | | | $ | 40,672 | | | $ | (12,627 | ) | | $ | 28,045 | |
(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. |
(2) | Includes loans on nonaccrual status. |
Year ended December 31, 2021 compared to Year ended December 31, 2020
Net interest income was $114.1 million for the year ended December 31, 2021 compared to $105.9 million for the year ended December 31, 2020, representing an increase of 8.2 million, or 7.7%. The increase in net interest income was primarily due to an increase in interest income of $2.0 million due to organic loan growth and origination fees net of costs recognized on Paycheck Protection Program loans and by a decrease in interest expense of $6.2 million due to market rate resets which occurred on all products during the year ended December 31, 2021. Interest income on loans decreased by $982 thousand for the year ended December 31, 2021. The effects of growth in average loans of $59.0 million, including loans held for sale, for the year ended December 31, 2021 was more than offset by declines in interest rates during the year.
Interest expense was $11.4 million for the year ended December 31, 2021 compared to $17.6 million for the year ended December 31, 2020, representing a decrease of $6.2 million, or 35.2%. This decrease was mainly due to a decrease in interest expense on deposits. Interest expense on FHLB advances and other borrowings totaled $3.7 million for the year ended December 31, 2021 compared to $3.0 million for the year ended December 31, 2020, representing an increase of $642 thousand, resulting primarily from interest expense on subordinated debt issued during the year ended December 31, 2020 which yields 6.0%. Interest on subordinated debt was offset by declines in interest expense on deposits related to lower overall market interest rates.
Interest expense on deposits decreased by $6.8 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease was primarily attributable to a decrease in overall market rates offset by an increase in the average balance of interest bearing deposits of $228.0 million. The average cost of deposits for the year ended December 31, 2021 was 0.30% compared to the average cost of deposits of 0.64% for the year ended December 31, 2020. The decrease in cost of deposits was primarily attributable to the decrease in interest rates by the Federal Open Market Committee during the year ended December 31, 2020. For the year ended December 31, 2021, the average rate paid on time deposits was 0.75% compared to 1.54% for the year ended December 31, 2020.
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Net interest margin was 3.95% for the year ended December 31, 2021, compared to 4.14% for the year ended December 31, 2020, representing a decrease of 19 basis points. The tax equivalent net interest margin (which is a non-GAAP measure) was 3.96% for the year ended December 31, 2021 compared to 4.21% for the year ended December 31, 2020, representing a decrease of 25 basis points. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” The average yield on interest-earning assets decreased by 49 basis points for the year ended December 31, 2021, compared to the year ended December 31, 2020 and the average rate paid on interest-bearing liabilities decreased by 40 basis points, resulting in 8 basis point decrease in the interest rate spread.
We currently expect volatility within our net interest income and net interest margin throughout the year ending December 31, 2022 as competition for loans places downward pressure on loan yields offset by any Federal Rate hikes during the year ending December 31, 2022 and the deployment of excess cash into higher yielding loans.
Year ended December 31, 2020 compared to Year ended December 31, 2019
Net interest income was $105.9 million for the year ended December 31, 2020, compared to $77.9 million for the year ended December 31, 2019, representing an increase of $28.0 million, or 36.0%. The increase in net interest income was primarily due to an increase in interest income of $28.3 million partially offset by an increase in interest expense of $240 thousand. Interest income on loans increased by $32.4 million for the year ended December 31, 2020. The effects of growth in average loans of $843.7 million, including loans held for sale, for the year ended December 31, 2020 was more than offset by declines in interest rates during the year and the primary driver of the increase in interest income on loans of $6.8 million was origination fees recognized in conjunction with the PPP.
Interest expense was $17.6 million for the year ended December 31, 2020 compared to $17.4 million for the year ended December 31, 2019, representing an increase of $240 thousand, or 1.4%. This increase was mainly due to an increase in interest expense on FHLB advances and other borrowings. Interest expense on FHLB advances and other borrowings totaled $3.0 million for the year ended December 31, 2020 compared to $1.8 million for the year ended December 31, 2019, representing an increase of $1.2 million, resulting primarily from interest expense on subordinated debt issued during the year ended December 31, 2020 which yields 6.0%. Interest on subordinated debt was offset by declines in interest expense on deposits related to lower overall market interest rates.
Interest expense on deposits decreased by $970 thousand for the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease was primarily attributable to a decrease in overall market rates offset by an increase in the average balance of interest bearing deposits of $433.6 million. The average cost of deposits for the year ended December 31, 2020 was 0.64% compared to the average cost of deposits of 1.01% for the year ended December 31, 2019. The decrease in cost of deposits was primarily attributable to the decrease in interest rates by the Federal Open Market Committee during the year ended December 31, 2020. For the year ended December 31, 2020, the average rate paid on time deposits was 1.54% compared to 1.90% for the year ended December 31, 2019.
Provision for Loan Losses
The provision for loan losses represents the amount determined by management to be necessary to maintain the allowance for loan and lease losses at a level capable of absorbing inherent losses in the loan portfolio. See the discussion under “—Critical Accounting Policies—Allowance for Loan and Lease Losses.” Our management and board of directors review the adequacy of the allowance for loan and lease losses on a quarterly basis. The allowance for loan and lease losses calculation is segregated by call report code and then further segregated into various segments that include classified loans, loans with specific allocations and pass rated loans. A pass rated loan is generally characterized by a very low to average risk of default and in which management perceives there is a minimal risk of loss. Loans are rated using a nine-point risk grade scale by loan officers that are subject to validation by a third-party loan review or our internal credit committee. Risk ratings are categorized as pass, watch, special mention, substandard, doubtful and loss, with some general allocation of reserves based on these grades. Impaired loans are reviewed specifically and separately under the FASB’s Accounting Standards Codification (“ASC”) 310, “Receivables”, to determine the appropriate reserve allocation. Management compares the investment in an impaired loan with the present value of expected future cash flow discounted at the loan’s effective interest rate, the loan’s
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observable market price or the fair value of the collateral, if the loan is collateral-dependent, to determine the specific reserve allowance. Reserve percentages assigned to non-impaired loans are based on historical charge-off experience adjusted for other risk factors. To evaluate the overall adequacy of the allowance to absorb losses inherent in our loan portfolio, our management considers historical loss experience based on volume and types of loans, trends in classifications, volume and trends in delinquencies and nonaccruals, economic conditions and other pertinent information. Loan segments negatively impacted by COVID-19 and deferrals granted to customers impacted by the COVID-19 pandemic do not have a direct impact on the provision; however, adjustments to qualitative factors and loan downgrades within these populations have been made which do impact the provision. Based on future evaluations, additional provisions for loan losses may be necessary to maintain the allowance for loan and lease losses at an appropriate level.
Year ended December 31, 2021 compared to Year ended December 31, 2020
The provision for loan losses was $3.7 million for the year ended December 31, 2021 and $11.3 million for the year ended December 31, 2020. The decrease of the provision for the year ended December 31, 2021 was primarily due to decreased qualitative reserves in response to improved economic indicators. Currently, the qualitative reserve calculation is based upon ten external and internal factors. The COVID-19 pandemic did not significantly impact internal qualitative factors via changes to underwriting guidelines, staffing, and compliance; however, external factors which are developed based upon GDP growth, unemployment, and oil prices were significantly impacted. It was the rebound in these macroeconomic conditions during the year ended December 31, 2021 which translated into lower qualitative scores and thus lower reserves.
Our management maintains a proactive approach in managing nonperforming loans, which were $5.1 million, or 0.22% of loans held for investment, at December 31, 2021, and $8.6 million, or 0.36% of loans held for investment, at December 31, 2020. During the year ended December 31, 2021, we had net charged-off loans totaling $3.3 million, compared to net charged-off loans of $2.0 million for the year ended December 31, 2020. The ratio of net charged-off loans to average loans was 0.15% for 2021, compared to 0.09% for 2020. The allowance for loan and lease losses totaled $16.4 million, or 0.71% of loans held for investment, at December 31, 2021, compared to $16.0 million, or 0.67% of loans held for investment, at December 31, 2020. The ratio of allowance for loan and lease losses to nonperforming loans was 318.4% at December 31, 2021, compared to 186.4% at December 31, 2020.
Year ended December 31, 2020 compared to Year ended December 31, 2019
The provision for loan losses was $11.3 million for the year ended December 31, 2020 and $2.9 million for the year ended December 31, 2019. The increase of the provision for the year ended December 31, 2020 was primarily due to increased qualitative reserves in response to the global COVID-19 pandemic. Currently, the qualitative reserve calculation is based upon ten external and internal factors. The COVID-19 pandemic did not significantly impact internal qualitative factors via changes to underwriting guidelines, staffing, and compliance; however, external factors which are developed based upon GDP growth, unemployment, and oil prices were significantly impacted. It was the deterioration in these macroeconomic conditions which translated into higher qualitative scores and thus higher reserves.
Our management maintains a proactive approach in managing nonperforming loans, which were $8.6 million, or 0.36% of loans held for investment, at December 31, 2020, and $6.5 million, or 0.37% of loans held for investment, at December 31, 2019. During the year ended December 31, 2020, we had net charged-off loans totaling $2.0 million, compared to net charged-off loans of $2.4 million for the year ended December 31, 2019. The ratio of net charged-off loans to average loans was 0.09% for 2020, compared to 0.17% for 2019. The allowance for loan and lease losses totaled $16.0 million, or 0.67% of loans held for investment, at December 31, 2020, compared to $6.7 million, or 0.38% of loans held for investment, at December 31, 2019. The ratio of allowance for loan and lease losses to nonperforming loans was 186.4% at December 31, 2020, compared to 104.18% at December 31, 2019.
Noninterest Income
Our noninterest income includes the following: (1) service charges and fees; (2) SBA loan servicing fees; (3) mortgage referral fees; (4) gain on the sales of loans, net; (5) gain (loss) on sales of investment securities; (6) swap fees; (7) swap referral fees; and (8) other.
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The following table presents a summary of noninterest income by category, including the percentage change in each category, for the periods indicated:
| | Years Ended December 31, 2021 Compared to 2020 | | | Years Ended December 31, 2020 Compared to 2019 | |
| | 2021 | | | 2020 | | | Change from the Prior Year | | | 2020 | | | 2019 | | | Change from the Prior Year | |
| | (Dollars in thousands) | |
Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | |
Service charges and fees | | $ | 6,264 | | | $ | 5,660 | | | | 10.7 | % | | $ | 5,660 | | | $ | 3,710 | | | | 52.6 | % |
SBA loan servicing fees | | | 1,235 | | | | 1,192 | | | | 3.6 | % | | | 1,192 | | | | 929 | | | | 28.3 | % |
Mortgage referral fees | | | 1,353 | | | | 1,334 | | | | 1.4 | % | | | 1,334 | | | | 713 | | | | 87.1 | % |
Gain on sales of loans, net | | | 1,066 | | | | 5,496 | | | | -80.6 | % | | | 5,496 | | | | 4,014 | | | | 36.9 | % |
Gain (loss) on sales of investment securities | | | 5 | | | | 1,031 | | | | -99.5 | % | | | 1,031 | | | | 4,582 | | | | -77.5 | % |
Swap Fees | | | 2,701 | | | | 1,746 | | | | 54.7 | % | | | 1,746 | | | | — | | | N/A | |
Swap Referral Fees | | | 1,301 | | | | 1,950 | | | | -33.3 | % | | | 1,950 | | | | — | | | N/A | |
Other noninterest income | | | 146 | | | | 467 | | | | -68.7 | % | | | 467 | | | | 619 | | | | -24.6 | % |
Total noninterest income | | $ | 14,071 | | | $ | 18,876 | | | | -25.5 | % | | $ | 18,876 | | | $ | 14,567 | | | | 29.6 | % |
Year ended December 31, 2021 compared to Year ended December 31, 2020
For the year ended December 31, 2021, noninterest income totaled $14.1 million, a $4.8 million, or 25.5%, decrease from $18.9 million for the prior year. This decrease was primarily due to a decrease in gain on sales of loans of $4.4 million. During the year ended December 31, 2020, the Company recorded a gain on sale of Main Street loans of $3.6 million compared to only $99 thousand in the year ended December 31, 2021. Lower gain on sale of loans was partially offset by an increase in swap fees of $1.0 million. We currently expect noninterest income to show signs of strength in the coming quarters as borrowers get ready for possible rate hikes.
Service charges and fees were $6.3 million for the year ended December 31, 2021, compared to $5.7 million for the year ended December 31, 2020. The $1.6 million increase was due to increased deposit accounts associated with government lending programs.
Gain on sales of loans, net, was $1.1 million for the year ended December 31, 2021, compared to $5.5 million for the year ended December 31, 2020, a decrease of $4.4 million. The decrease was due to declines in gain on sale of SBA loans.
Year ended December 31, 2020 compared to Year ended December 31, 2019
For the year ended December 31, 2020, noninterest income totaled $18.9 million, a $4.3 million, or 29.6%, increase from $14.6 million for the prior year. This increase was primarily due to fees on two new swap products offered to commercial loan customers, increased service charges related to an increase in number of accounts, and an increase in gain on sale of loans recorded in conjunction with the Main Street Lending Program. This was partially offset by a decrease in gains on sale of investment securities of $3.6 million. We currently expect noninterest income to remain at reduced levels due to less loan sales and fewer swap agreements in response to the COVID-19 pandemic; however, these revenue streams are beginning to show signs of improvement.
Both swap fees and swap referral fees represented new product offerings in 2020. The decision to offer these products was based upon customer demand and the need to structure some lending deals in a manner that is as competitive as other financial institutions in our market. Depending on the pace of the economic recovery and prevailing views regarding when interest rates might rise, demand for these products will increase or decrease accordingly.
SBA loans servicing fees were $1.2 million for the year ended December 31, 2020, compared to $929 thousand for the year ended December 31, 2019. The $263 thousand increase was primarily due to fair value market adjustments on the SBA servicing asset.
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Service charges and fees were $5.7 million for the year ended December 31, 2020, compared to $3.7 million for the year ended December 31, 2019. The $2.0 million increase was due to increased deposit accounts associated with acquired institutions and accounts related to government lending programs.
Gain on sales of loans, net, was $5.5 million for the year ended December 31, 2020, compared to $4.0 million for the year ended December 31, 2019, an increase of $1.5 million. The increase was due to gain on sale of Main Street Lending Program loans of $3.7 million offset by declines in gain on sale of SBA loans.
Noninterest Expense
Our noninterest expense includes the following: (1) salaries and employee benefits; (2) occupancy and equipment expenses; (3) professional services; (4) data processing and network; (5) regulatory assessments and insurance; (6) amortization of core deposit intangibles; (7) advertising; (8) marketing; (9) telephone expense; (10) conversion expense; and (11) other.
The following table presents a summary of noninterest expenses by category, including the percentage change in each category, for the periods indicated:
| | Years Ended December 31, 2021 Compared to 2020 | | | Years Ended December 31, 2020 Compared to 2019 | |
| | 2021 | | | 2020 | | | Change from the Prior Year | | | 2020 | | | 2019 | | | Change from the Prior Year | |
| | (Dollars in thousands) | |
Noninterest expense: | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | $ | 41,688 | | | $ | 41,756 | | | | -0.2 | % | | $ | 41,756 | | | $ | 36,175 | | | | 15.4 | % |
Occupancy and equipment expenses | | | 9,869 | | | | 10,047 | | | | -1.8 | % | | | 10,047 | | | | 6,884 | | | | 45.9 | % |
Professional services | | | 2,993 | | | | 2,687 | | | | 11.4 | % | | | 2,687 | | | | 4,054 | | | | -33.7 | % |
Data processing and network | | | 4,077 | | | | 3,973 | | | | 2.6 | % | | | 3,973 | | | | 3,036 | | | | 30.9 | % |
Regulatory assessments and insurance | | | 1,901 | | | | 1,847 | | | | 2.9 | % | | | 1,847 | | | | 422 | | | | 337.7 | % |
Amortization of intangibles | | | 3,067 | | | | 3,663 | | | | -16.3 | % | | | 3,663 | | | | 3,630 | | | | 0.9 | % |
Advertising | | | 367 | | | | 679 | | | | -45.9 | % | | | 679 | | | | 623 | | | | 9.0 | % |
Marketing | | | 309 | | | | 276 | | | | 12.0 | % | | | 276 | | | | 538 | | | | -48.7 | % |
Telephone expense | | | 2,250 | | | | 2,013 | | | | 11.8 | % | | | 2,013 | | | | 993 | | | | 102.7 | % |
Conversion expenses | | | — | | | | 1,841 | | | | -100.0 | % | | | 1,841 | | | | 1,992 | | | | -7.6 | % |
Other operating expenses | | | 5,230 | | | | 6,002 | | | | -12.9 | % | | | 6,002 | | | | 4,697 | | | | 27.8 | % |
Total noninterest expense | | $ | 71,751 | | | $ | 74,784 | | | | -4.1 | % | | $ | 74,784 | | | $ | 63,044 | | | | 18.6 | % |
Year ended December 31, 2021 compared to Year ended December 31, 2020
For the year ended December 31, 2021, noninterest expense totaled $71.8 million, a $3.0 million, or 4.1%, decrease from $74.8 million for the prior year. This decrease was primarily due to lack of conversion expenses in the year ended December 31, 2021 compared to conversion expenses of $1.8 million in the year ended December 31, 2020, a decrease in other operating expenses of $772 thousand, a decrease in amortization on intangibles of 596 thousand, partially offset by increases in professional services of $306 thousand and telephone expense of $237 thousand.
Professional services increased $306 thousand to $3.0 million for the year ended December 31, 2021, compared to $2.7 million for the year ended December 31, 2020. The increase was primarily due to increase professional fees associated with the Proposed Merger with Simmons.
Telephone expense increased $237 thousand or 11.8% during the year ended December 31, 2021 primarily due to expenses related to communications upgrades at various branches. These upgrades should help to improve reliability and connectivity while lowering telephone expense in future years.
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Other operating expense decreased $772 thousand for the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to prepayment penalties paid on FHLB advances which were incurred as part of an overall balance sheet strategy in 2020.
Year ended December 31, 2020 compared to Year ended December 31, 2019
For the year ended December 31, 2020, noninterest expense totaled $74.8 million, an $11.7 million, or 18.6%, increase from $63.0 million for the prior year. This increase was primarily due to increases in salaries and employee benefits of $5.6 million, occupancy and equipment expenses of $3.2 million, regulatory assessments and insurance of $1.4 million, other operating expenses of $1.3 million, and telephone expense of $1.0 million.
Salaries and employee benefits totaled $41.8 million for the year ended December 31, 2020, which included $979 thousand of stock-based compensation expense. By comparison, salaries and employee benefits totaled $36.2 million for the year ended December 31, 2019, which included $665 thousand of stock-based compensation expense. During the year ended December 31, 2020, we experienced higher salary and employee benefit costs primarily due to increased employee count resulting from the Simmons branch acquisition and acquisition-related and Paycheck Protection Program bonuses paid.
Professional services decreased $1.4 million to $2.7 million for the year ended December 31, 2020, compared to $4.1 million for the year ended December 31, 2019. The decrease was primarily due to increased legal and consulting expenses in 2019 related to the Beeville and Citizens acquisitions compared to expenses in 2020 related to only the Simmons branch acquisition.
Increases in occupancy and equipment, regulatory assessments and insurance, and telephone expense are all related to a larger branch network due to our merger activity.
Other operating expense increased $1.3 million for the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to prepayment penalties paid on FHLB advances which were incurred as part of an overall balance sheet strategy.
Income Tax Expense
The provision for income taxes includes both federal and state taxes. Fluctuations in effective tax rates reflect the differences in the inclusion or deductibility of certain income and expenses for income tax purposes. Our future effective income tax rate will fluctuate based on the mix of taxable and tax-free investments we make, periodic increases in surrender value of bank-owned life insurance policies for certain former executive officers and our overall taxable income.
Year ended December 31, 2021 compared to Year ended December 31, 2020
Income tax expense was $10.7 million, an increase of $3.2 million for the year ended December 31, 2021, compared to income tax expense of $7.5 million for the year ended December 31, 2020. Our effective tax rates for the years ended December 31, 2021 and 2020 were 20.16% and 19.24%, respectively. The effective tax rate was favorably impacted in the year ended December 31, 2020 due to the income tax benefit associated with a net operating loss carryback claim that was allowed under the CARES Act. The effective tax rate for December 31, 2021 represents a more normalized rate based on recurring permanent differences.
Year ended December 31, 2020 compared to Year ended December 31, 2019
Income tax expense was $7.5 million, an increase of $2.0 million for the year ended December 31, 2020, compared to income tax expense of $5.4 million for the year ended December 31, 2019. Our effective tax rates for the years ended December 31, 2020 and 2019 were 19.24% and 20.41%, respectively. The effective tax rate was lower at December 31, 2020 due to the income tax benefit associated with a net operating loss carryback claim that was allowed under the CARES Act. The effective tax rate for December 31, 2019 represents a more normalized rate based on recurring permanent differences.
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Financial Condition
Our total assets increased $181.3 million, or 5.9%, from $3.08 billion as of December 31, 2020 to $3.27 billion as of December 31, 2021. Our asset growth was mainly due to organic loan demand.
Investment Securities
We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital requirements. The securities portfolio grew to $424.4 million during the year ended December 31, 2021 as a result of deploying excess liquidity resulting from PPP loan forgiveness. The average balance of the securities portfolio including FHLB, FRB and The Independent BankersBank (“TIB”) stock for the years ended December 31, 2021 and 2020 was $429.1 million and $117.9 million, respectively, with a pre-tax yield of 1.48% and 1.98%, respectively. We held 105 securities classified as available for sale with an amortized cost of $407.6 million as of December 31, 2021. Additionally, we held one equity security carried at fair value totaling $23.7 million.
Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. No securities were determined to be OTTI as of December 31, 2021 or 2020.
The following table summarizes our available for sale securities portfolio as of the dates presented.
| | As of December 31, |
| | | 2021 | | | | 2020 | | |
| | | Fair Value | | | | Fair Value | | |
Available for sale: | | | | | | | | | | | |
State and municipal obligations | | | $ | 35,270 | | | | $ | 37,185 | | |
Residential mortgage-backed securities | | | | 321,611 | | | | | 132,142 | | |
Corporate bonds and other debt securities | | | | 43,867 | | | | | 43,093 | | |
Total available for sale | | | $ | 400,748 | | | | $ | 212,420 | | |
The following table shows contractual maturities and the weighted average yields on our investment securities as of the date presented. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Weighted average yields are not presented on a taxable equivalent basis:
| | Maturity as of December 31, 2021 | |
| | One Year or Less | | | One to Five Years | | | Five to Ten Years | | | After Ten Years | |
| | Amortized Cost | | | Weighted Average Yield | | | Amortized Cost | | | Weighted Average Yield | | | Amortized Cost | | | Weighted Average Yield | | | Amortized Cost | | | Weighted Average Yield | |
| | (Dollars in thousands) | |
Available for sale: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
State and municipal obligations | | | 119 | | | | 3.92 | % | | | 168 | | | | 3.89 | % | | | 82 | | | | 4.08 | % | | | 34,761 | | | | 1.75 | % |
Residential mortgage- backed securities | | | — | | | | 0.00 | % | | | 24,084 | | | | 1.08 | % | | | 10,162 | | | | 1.27 | % | | | 295,557 | | | | 1.11 | % |
Corporate bonds and other debt securities | | | 3,011 | | | | 3.04 | % | | | 1,154 | | | | 3.84 | % | | | 35,912 | | | | 4.64 | % | | | 2,600 | | | | 4.73 | % |
Total available for sale | | $ | 3,130 | | | | 3.07 | % | | $ | 25,406 | | | | 1.22 | % | | $ | 46,156 | | | | 3.90 | % | | $ | 332,918 | | | | 1.21 | % |
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As a member institution of the FHLB and TIB, the Bank is required to own capital stock in the FHLB and TIB. As of December 31, 2021 and 2020, the Bank held approximately $3.7 million and $5.7 million, respectively, in FHLB and TIB stock. No market exists for this stock, and the Bank’s investment can be liquidated only through repurchase by the FHLB or TIB. Such repurchases have historically been at par value. We monitor our investment in FHLB and TIB stock for impairment through review of recent financial results, dividend payment history and information from credit agencies. As of December 31, 2021 and 2020, management did not identify any indicators of impairment of FHLB or TIB stock.
Equity investments at fair value consist of an investment in the CRA Qualified Investment Fund. Investment in the fund allows the Bank to earn a return on invested funds while obtaining CRA credit. At December 31, 2021, the fair value of equity securities totalled $23.7 million.
Our securities portfolio had a weighted average life of 5.3 years and an effective duration of 4.7 years as of December 31, 2021 and a weighted average life of 5.11 years and an effective duration of 4.58 years as of December 31, 2020.
Loans Held for Sale
Loans held for sale consist of the guaranteed portion of SBA loans that we intend to sell after origination. Our loans held for sale were $3.5 million as of December 31, 2021 and $1.5 million as of December 31, 2020.
Loan Concentrations
Our primary source of income is interest on loans to individuals, professionals, small and medium-sized businesses and commercial companies located in the Houston, Dallas/Fort Worth, Bryan/College Station, San Antonio/New Braunfels, Corpus Christi, Tyler and Austin metropolitan areas. Our loan portfolio consists primarily of commercial and industrial loans, 1-4 single family residential real estate loans and loans secured by commercial real estate properties located in our primary market areas. Our loan portfolio represents the highest yielding component of our earning asset base.
Our loans of $2.32 billion as of December 31, 2021 represented a decrease of $66.4 million, or 2.8%, compared to $2.39 billion as of December 31, 2020. This decrease was primarily due to a reduction of PPP loans from $277.8 million at December 31, 2020 to $43.9 million at December 31, 2021 offset by organic loan growth.
Our loans as a percentage of assets were 71.1% and 77.4% as of December 31, 2021 and 2020, respectively.
The current concentrations in our loan portfolio may not be indicative of concentrations in our loan portfolio in the future. We plan to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral. The following table summarizes the allocation of loans by type as of the dates presented.
| | As of December 31, |
| | 2021 | | | 2020 | | |
| | Amount | | | % of Total | | | Amount | | | % of Total | | |
Commercial and industrial loans(1) | | $ | 464,697 | | | | 20.0 | % | | $ | 574,986 | | | | 24.1 | % | |
Real estate: | | | | | | | | | | | | | | | | | |
1-4 single family residential loans | | | 362,155 | | | | 15.6 | % | | | 364,139 | | | | 15.2 | % | |
Construction, land and development loans | | | 400,952 | | | | 17.3 | % | | | 415,488 | | | | 17.4 | % | |
Commercial real estate loans (including multifamily) | | | 1,030,891 | | | | 44.4 | % | | | 956,743 | | | | 40.1 | % | |
Consumer loans and leases | | | 6,307 | | | | 0.3 | % | | | 11,738 | | | | 0.5 | % | |
Municipal and other loans | | | 57,099 | | | | 2.5 | % | | | 65,438 | | | | 2.7 | % | |
Total loans held in portfolio | | $ | 2,322,101 | | | | 100.0 | % | | $ | 2,388,532 | | | | 100.0 | % | |
(1) | Balance includes $53.5 million and $70.8 million of the unguaranteed portion of SBA loans as of December 31, 2021 and 2020, respectively. |
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Commercial and Industrial Loans
Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to repay the loan through operating profitably and effectively growing its business. Our management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial loans are primarily made based on the credit quality and cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee to add strength to the credit and reduce the risk on a transaction to an acceptable level; however, some short-term loans may be made on an unsecured basis to the most credit worthy borrowers.
In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. Due to the nature of accounts receivable and inventory secured loans, we closely monitor credit availability and collateral through the use of various tools, including but not limited to borrowing-base formulas, periodic accounts receivable agings, periodic inventory audits, and/or collateral inspections.
Commercial and industrial loans, including SBA and PPP loans discussed below, totaled $464.7 million as of December 31, 2021 and represented a decrease of $110.3 million, or 19.2%, from $575.0 million as of December 31, 2020. This decrease was primarily due to loans outstanding related to the PPP decreasing to $43.9 million at December 31, 2021 from $277.8 million at December 31, 2020.
SBA Loans
SBA loans are included in commercial and industrial loans. The primary focus of our SBA lending program is financing well-known national franchises for which the United States generally will guarantee between 75% and 85% of the loan. We are an SBA preferred lender, and originate SBA loans to national franchises in Texas and nationwide. We routinely sell the guaranteed portion of SBA loans to third parties for a premium and retain the servicing rights, for which we earn a 1% fee, and maintain the nonguaranteed portion in our loan portfolio.
SBA loans held in our loan portfolio totaled $53.5 million and $70.8 million at December 31, 2021 and 2020, respectively. We intend to continue to lend under the SBA lending program at volumes determined by market demand.
Paycheck Protection Program
In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. These loans are included in commercial and industrial loans and may be eligible for loan forgiveness for certain costs incurred related to payroll, group health care benefit costs and qualifying mortgage, rent and utility payments. The remaining loan balance after forgiveness of any amounts is still fully guaranteed by the SBA. Terms of the PPP loans include the following (i) maximum amount limited to the lesser of $10 million or an amount calculated using a payroll-based formula, (ii) maximum loan term of two years, (iii) interest rate of 1.00%, (iv) no collateral or personal guarantees are required, (v) no payments are required for six months following the loan disbursement date and (vi) loan forgiveness up to the full principal amount of the loan and any accrued interest, subject to certain requirements including that no more than 25% of the loan forgiveness amount may be attributable to non-payroll costs. In return for processing and booking the loan, the SBA will pay the lender a processing fee tiered by the size of the loan (5% for loans of not more than $350 thousand; 3% for loans more than $350 thousand and less than $2 million; and 1% for loans of at least $2 million). At December 31, 2021, PPP loans totaled $43.9 million which are included in commercial and industrial loans compared to $277.8 million at December 31, 2020.
We also participated in the Federal Reserve's PPPLF, which expired on July 30, 2021. At December 31, 2021, all amounts outstanding under PPPLF had been repaid compared to $149.8 million outstanding at December 31, 2020. The maturity date of a borrowing under the PPPLF was equal to the maturity date of the PPP loan pledged to secure the borrowing and would be accelerated (i) if the underlying PPP loan goes into default and is sold to the SBA to realize on the SBA guarantee or (ii) to the extent that any PPP loan forgiveness reimbursement is received from the SBA. Borrowings under the PPPLF bear interest at a rate of 0.35% and there were no fees to us.
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Federal bank regulatory agencies have issued an interim final rule that permits banks to neutralize the regulatory capital effects of participating in the PPP and, if applicable, the PPPLF. Specifically, all PPP loans have a zero percent risk weight under applicable risk-based capital rules. Additionally, a bank may exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for the purposes of calculating its leverage ratio, while PPP loans that are not pledged as collateral to the PPPLF will be included.
Real estate loans
1-4 single family residential real estate loans (including loans to foreign nationals)
1-4 single family residential real estate loans, including foreign national loans, are subject to underwriting standards and processes similar to commercial and industrial loans. We provide mortgages for the financing of 1-4 single family residential homes for primary occupancy, vacation or rental purposes. The borrowers on these loans generally qualify for traditional market financing. We also specialize in 1-4 single family residential real estate loans to foreign national customers, in which the borrower does not qualify for traditional market financing.
We define our foreign national loans as loans to borrowers who derive more than 50% of their personal income from outside the United States. We provide mortgages for these foreign nationals in Texas for primary occupancy or secondary homes while travelling to the United States. Because more than 50 percent of the borrower’s income is derived from outside of the United States, they do not qualify for traditional market financing. We have developed an enhanced due diligence process for foreign national loans that includes larger down payments than a traditional mortgage, as well as minimum reserves equal to an amount of mortgage payments over a specified period held in the Bank and monthly escrows for taxes and insurance.
1-4 single family residential real estate loans totaled $362.2 million as of December 31, 2021 and represented a decrease of $1.9 million, or 0.54%, from $364.1 million as of December 31, 2020. Foreign national loans comprised $143.3 million, or 39.6%, of 1-4 single family residential real estate loans as of December 31, 2021, compared to $124.6 million, or 34.2%, of 1-4 single family residential real estate loans as of December 31, 2020. The decrease was primarily due to refinance competition in response to overall lower interest rates.
Construction, land and development loans
With respect to loans to developers and builders, we generally require the borrower to have a proven record of success and expertise in the building industry. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment primarily dependent on the success of the ultimate project.
Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from us until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing. Due to the nature of the real estate industry, we evaluate the borrower’s ability to service the interest of the debt from other sources other than the sale of the constructed property.
Construction loans totaled $401.0 million as of December 31, 2021 and represented a decrease of $14.5 million, or 3.5%, from $415.5 million as of December 31, 2020. The decrease was primarily due the transition of loans into permanent financing.
Commercial real estate loans
Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.
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Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria. As a general rule, we avoid financing special use projects unless strong secondary support is present to help mitigate risk.
Commercial real estate loans consist of owner and nonowner-occupied commercial real estate loans, multifamily loans and farmland. Total commercial real estate loans of $1.03 billion as of December 31, 2021 represented an increase of $74.1 million, or 7.8%, from $956.7 million as of December 31, 2020. The increase was primarily due to strong loan demand in the second half of 2021.
Owner and nonowner-occupied commercial real estate loans
Owner-occupied commercial real estate loans totaled $257.0 million as of December 31, 2021 and $243.1 million as of December 31, 2020. Owner-occupied real estate loans comprised 24.9% and 25.4% of total commercial real estate loans as of December 31, 2021 and 2020, respectively.
Nonowner-occupied commercial real estate loans totaled $663.2 million as of December 31, 2021 and $600.6 million as of December 31, 2020. Nonowner-occupied commercial real estate loans comprised 64.3% and 62.8% of total commercial real estate loans as of December 31, 2021 and 2020, respectively.
Multifamily loans and farmland
Multifamily loans totaled $42.9 million at December 31, 2021 and $55.3 million at December 31, 2020. Multifamily loans comprised 4.2% and 5.8% of total commercial real estate loans as of December 31, 2021 and 2020, respectively.
Multifamily loans are not a focus of the Bank, and we do not expect this portion of the portfolio to represent a large portion of our growth going forward. Farmland loans totaled $68.3 million at December 31, 2021 and $57.8 million at December 31, 2020.
Consumer loans and leases
Our non-real estate consumer loans are based on the borrower’s proven earning capacity over the term of the loan. We monitor payment performance periodically for consumer loans to identify any deterioration in the borrower’s financial strength. To monitor and manage consumer loan risk, management develops and adjusts policies and procedures as needed. This activity, coupled with a relatively small volume of consumer loans, minimizes risk.
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All of our leases are related to the financing of vehicle leases to individuals. These loans are originated by a well-known third-party leasing company and subsequently purchased by us after our final credit review. We limit our exposure to individuals living in Texas, within our defined local markets. We do not intend on growing this portfolio going forward as we believe current pricing on these loans does not adequately cover the inherent risk.
Consumer loans and leases totaled $6.3 million as of December 31, 2021 and represented a decrease of $5.4 million, or 46.3%, from $11.7 million as of December 31, 2020. Leases comprised $182 thousand and $1.8 million of total consumer loans and leases at December 31, 2021 and 2020, respectively.
Municipal and other loans
Municipal and other loans consist primarily of loans made to municipalities and emergency service, hospital and school districts as well as agricultural loans.
We make loans to municipalities and emergency service, hospital and school districts primarily throughout Texas. The majority of these loans have tax or revenue pledges and in some cases are additionally supported by collateral. Municipal loans made without a direct pledge of taxes or revenues are usually made based on some type of collateral that represents an essential service. Lending money directly to these municipalities allows us to earn a higher yield for similar durations than we could if we purchased municipal securities. Total loans to municipalities and emergency service, hospital and school districts and others were $57.1 million and $65.4 million as of December 31, 2021 and 2020, respectively.
For a more detailed discussion of the type of loans in our loan portfolio, see “Business—Lending Activities.”
The following table summarizes the loan contractual maturity distribution by type and by related interest rate characteristics as of the date indicated:
| | As of December 31, 2021 | |
| | One Year or Less | | | After One but Within Five Years | | | Five to Fifteen Years | | | After Fifteen Years | | | Total | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 117,589 | | | $ | 238,799 | | | $ | 96,175 | | | $ | 12,134 | | | $ | 464,697 | |
Real estate: | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential loans | | | 19,077 | | | | 79,480 | | | | 56,932 | | | | 206,666 | | | | 362,155 | |
Construction, land and development loans | | | 153,004 | | | | 178,392 | | | | 52,225 | | | | 17,331 | | | | 400,952 | |
Commercial real estate loans (including multifamily) | | | 116,126 | | | | 491,443 | | | | 318,623 | | | | 104,699 | | | | 1,030,891 | |
Consumer loans and leases | | | 2,253 | | | | 3,758 | | | | 239 | | | | 57 | | | | 6,307 | |
Municipal and other loans | | | 7,762 | | | | 14,482 | | | | 33,923 | | | | 932 | | | | 57,099 | |
Total loans held in portfolio | | $ | 415,811 | | | $ | 1,006,354 | | | $ | 558,117 | | | $ | 341,819 | | | $ | 2,322,101 | |
Predetermined (fixed) interest rates | | | | | | $ | 397,900 | | | $ | 113,721 | | | $ | 24,413 | | | | | |
Floating interest rates | | | | | | | 608,454 | | | | 444,396 | | | | 317,406 | | | | | |
Total | | | | | | $ | 1,006,354 | | | $ | 558,117 | | | $ | 341,819 | | | | | |
The information in the table above is limited to contractual maturities of the underlying loans. The expected life of our loan portfolio will differ from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without prepayment penalties.
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Asset Quality
The following table sets forth the composition of our nonperforming assets, including nonaccrual loans, accruing loans 90 days or more days past due, other real estate owned and repossessed assets and restructured loans as of the dates indicated:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
Asset and Credit Quality Ratios: | | | | | | | | | | | | |
Nonaccrual loans | | | 5,149 | | | | 8,598 | | | | 6,465 | |
Accruing loans 90 days or more past due | | | - | | | | - | | | | 2 | |
Total nonperforming loans | | | 5,149 | | | | 8,598 | | | | 6,467 | |
Other real estate owned and repossessed assets | | | 188 | | | | 133 | | | | 3,653 | |
Total nonperforming assets | | | 5,337 | | | | 8,731 | | | | 10,120 | |
Loans held for investment | | | 2,322,101 | | | | 2,388,532 | | | | 1,767,182 | |
Total Assets | | | 3,266,038 | | | | 3,084,759 | | | | 2,384,622 | |
Allowance for Loan Lease | | | (16,395 | ) | | | (16,026 | ) | | | (6,737 | ) |
| | | | | | | | | | | | |
Nonperforming loans to loans held for investment(1) | | | 0.22 | % | | | 0.36 | % | | | 0.37 | % |
Nonperforming assets to loans plus OREO | | | 0.23 | % | | | 0.37 | % | | | 0.57 | % |
Nonperforming assets to total assets(2) | | | 0.16 | % | | | 0.28 | % | | | 0.42 | % |
Allowance for loan and lease losses to nonperforming loans | | | 318.41 | % | | | 186.39 | % | | | 104.18 | % |
Allowance for loan and lease losses to loans held for investment | | | 0.71 | % | | | 0.67 | % | | | 0.38 | % |
| | | | | | | | | | | | |
Net charge-offs (recoveries) to average loans: | | | | | | | | | | | | |
Commercial and industrial loans | | | 0.62 | % | | | 0.32 | % | | | 1.13 | % |
Net charge offs | | | 3,369 | | | | 1,788 | | | | 2,361 | |
Average loans | | | 544,550 | | | | 561,330 | | | | 208,388 | |
1-4 single family residential | | | 0.00 | % | | | 0.01 | % | | | -0.03 | % |
Net charge offs (recoveries) | | | 12 | | | | 21 | | | | (65 | ) |
Average loans | | | 370,741 | | | | 381,374 | | | | 246,447 | |
Construction, land and development | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % |
Net charge offs | | | - | | | | - | | | | - | |
Average loans | | | 359,050 | | | | 456,970 | | | | 289,927 | |
Commercial real estate (including multifamily) | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % |
Net charge offs | | | - | | | | - | | | | - | |
Average loans | | | 969,662 | | | | 773,771 | | | | 578,839 | |
Consumer loans and leases | | | -0.39 | % | | | 1.19 | % | | | 0.56 | % |
Net charge offs (recoveries) | | | (33 | ) | | | 165 | | | | 114 | |
Average loans | | | 8,484 | | | | 13,921 | | | | 20,215 | |
Municipal and other loans | | | -0.01 | % | | | -0.01 | % | | | -0.01 | % |
Net charge offs (recoveries) | | | (6 | ) | | | (6 | ) | | | (5 | ) |
Average loans | | | 61,351 | | | | 66,750 | | | | 67,323 | |
Total loans held in portfolio | | | 0.14 | % | | | 0.09 | % | | | 0.17 | % |
Net charge offs | | | 3,342 | | | | 1,968 | | | | 2,405 | |
Average loans | | | 2,313,838 | | | | 2,254,116 | | | | 1,411,139 | |
(1) | Performing troubled debt restructurings represent the balance at the end of the respective period for those performing loans modified in a troubled debt restructuring that are not already presented as a nonperforming loan. |
(2) | Nonperforming loans include loans on nonaccrual status and accruing loans 90 or more days past due. |
(3) | Nonperforming assets include loans on nonaccrual status, accruing loans 90 days or more past due and other real estate owned and repossessed assets. |
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Nonperforming loans totaled $5.1 million at December 31, 2021, a decrease of $3.5 million, or 67.0%, from $8.6 million at December 31, 2020. Nonperforming assets totaled $5.3 million at December 31, 2021, a decrease of $3.4 million, or 38.9%, from $8.7 million at December 31, 2020. This decrease was primarily due to charge offs on previously impaired loans.
We classify loans as past due when the payment of principal or interest is greater than 30 days delinquent based on the contractual next payment due date. Our policies related to when loans are placed on nonaccrual status conform to guidelines prescribed by bank regulatory authorities. Loans are placed on nonaccrual status when it is probable that principal or interest is not fully collectible, or when principal or interest becomes 90 days past due, whichever occurs first. Loans are removed from nonaccrual status when they become current as to both principal and interest and concern no longer exists as to the collectability of principal and interest.
Loans are identified for restructuring based on their delinquency status, risk rating downgrade, or at the request of the borrower. Borrowers that are 90 days delinquent and/or have a history of being delinquent, or experience a risk rating downgrade, are contacted to discuss options to bring the loan current, cure credit risk deficiencies, or other potential restructuring options that will reduce the inherent risk and improve collectability of the loan. In some instances, a borrower will initiate a request for loan restructure. We require borrowers to provide current financial information to establish the need for financial assistance and satisfy applicable prerequisite conditions required by us. We may also require the borrower to enter into a forbearance agreement.
Modification of loan terms may include the following: reduction of the stated interest rate; extension of maturity date or other payment dates; reduction of the face amount or maturity amount of the loan; reduction in accrued interest; forgiveness of past-due interest; or a combination of the foregoing.
We engage an external consulting firm to complete an independent loan review and validate our credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk ratings and credit quality assessment decisions made by lenders and credit personnel, as well as our policies and procedures.
Throughout the year ended December 31, 2021, certain borrowers were unable to meet their contractual payment obligations because of the effects of the ongoing COVID-19 pandemic. In an effort to mitigate the adverse effects of the COVID-19 pandemic on our loan customers, we have provided certain customers the opportunity to defer payments, or portions thereof, for up to 90 days, should they so request. As of December 31, 2021, we had $13.9 million of loans with active COVID-related deferrals, all of which the Company expects to return to active payment status at the end of their respective deferral periods. In the absence of other intervening factors, such short-term modifications made on a good faith basis are not categorized as troubled debt restructurings, nor are loans granted payment deferrals related to the COVID-19 pandemic reported as past due or placed on non-accrual status (provided the loans were not past due or on non-accrual status prior to the deferral. We continue to monitor industries that have experienced more lasting effects from the COVID-19 pandemic. At December 31, 2021 no alterations were made to the allowance for loan loss calculation specifically for any industry.
For a more detailed discussion of nonperforming loans, see “Business—Lending Activities—Nonperforming Loans.”
Analysis of the Allowance for Loan and Lease Losses
Allowance for loan and lease losses reflects management’s estimate of probable credit losses inherent in the loan portfolio. The computation of the allowance for loan and lease losses includes elements of judgment and high levels of subjectivity.
In determining the allowance for loan and lease losses, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the allowance for loan and lease losses is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates.
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On November 14, 2018, we closed the Comanche acquisition. At the date of acquisition, Comanche had $117.2 million in loans. In accordance with ASC 805, “Business Combinations”, we utilized a third party to value the loan portfolio as of the acquisition date. Based upon the third party valuation, the fair value of the loans was approximately $116.2 million at the acquisition date. The overall discount calculated was $946 thousand and is being accreted into interest income over the life of the loans.
On April 2, 2019, we completed the acquisition of First Beeville Financial Corporation and its subsidiary, The First National Bank of Beeville. At the date of acquisition, Beeville had $298.9 million in loans. Based upon a third party valuation the fair value of the loan portfolio was approximately $296.4 million. The overall discount calculated was $2.5 million and is being accreted into interest income over the life of the loans.
On November 5, 2019, the Company completed its acquisition of Chandler Bancorp Inc. and its subsidiary, Citizens State Bank. At the date of acquisition, Citizens had $253.1 million in loans. Based upon a third party valuation the fair value of the loan portfolio was approximately $252.0 million. The overall discount calculated was $1.1 million and is being accreted into interest income over the life of the loans.
On February 28, 2020, the Company completed its acquisition of certain assets and assumption of certain liabilities associated with five branch offices of Simmons Bank. At the date of acquisition, Simmons had $260.3 million in loans. Based upon a third party valuation the fair value of the loan portfolio was approximately $255.5 million. The overall discount calculated was $4.8 million and is being accreted into interest income over the life of the loans.
Purchased credit impaired loans related to the Comanche acquisition were insignificant, and the Bank did 0t identify any purchased credit impaired loans related to the Beeville acquisition or the Simmons branch acquisition. Management identified purchased credit impaired loans related to the Citizens of approximately $3.2 million and estimated that expected cash flows were equal to contractual cash flows at the acquisition date. The remaining recorded investment in purchased credit impaired loans related to the Citizens acquisition was $455 thousand at December 31, 2021 and the Company believes that all contractual principal and interest will be received.
The allowance for loan and lease losses increased $369 thousand to $16.4 million at December 31, 2021 from $16.0 million at December 31, 2020, primarily due to organic loan growth. The allowance for loan and lease losses as a percentage of nonperforming loans and allowance for loan and lease losses as a percentage of loans held for investment was 318.4% and 0.71%, respectively, as of December 31, 2021, compared to 186.4% and 0.67%, respectively, as of December 31, 2020.
Net loan charge-offs for the year ended December 31, 2021 totaled $3.3 million, an increase from $2.4 million of net loan charge-offs for the same period of 2020. The increase in net charge-offs for the year ended December 31, 2021 primarily related to charge-offs in our SBA loan portfolio. The ratio of net loan charge-offs to average loans outstanding during the years ended December 31, 2021 and 2020 was 0.14% and 0.09%, respectively.
The following table provides the allocation of the allowance for loan and lease losses as of the dates presented:
| | As of December 31, | |
| | 2021 | | | 2020 | |
| | Amount | | | % Loans in each category | | | Amount | | | % Loans in each category | |
Commercial and industrial loans | | $ | 9,785 | | | | 20.0 | % | | $ | 9,086 | | | | 24.1 | % |
Real estate: | | | | | | | | | | | | | | | | |
1-4 single family residential loans | | | 91 | | | | 15.6 | % | | | 147 | | | | 15.2 | % |
Construction, land and development loans | | | 1,686 | | | | 17.3 | % | | | 1,744 | | | | 17.4 | % |
Commercial real estate loans (including multifamily) | | | 4,712 | | | | 44.4 | % | | | 4,843 | | | | 40.1 | % |
Consumer loans and leases | | | 72 | | | | 0.3 | % | | | 145 | | | | 0.5 | % |
Municipal and other loans | | | 49 | | | | 2.5 | % | | | 61 | | | | 2.7 | % |
Ending allowance balance | | $ | 16,395 | | | | 100.0 | % | | $ | 16,026 | | | | 100.0 | % |
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Bank-owned Life Insurance (“BOLI”)
BOLI policies are held in order to insure key, active employees and former directors the Bank. Policies are recorded at the cash surrender value adjusted for other charges or other amounts due that are probable at settlement, if applicable.
The following table summarizes the changes in the cash surrender value of BOLI for the periods presented:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Balance at beginning of period | | $ | 15,969 | | | $ | 15,610 | |
Additions from premium payments | | | 20,000 | | | | — | |
Net gain in cash surrender value | | | 675 | | | | 359 | |
Balance at end of period | | $ | 36,644 | | | $ | 15,969 | |
As of December 31, 2021 and 2020, the BOLI cash surrender value was $36.6 million and $16.0 million, respectively. We recognized $675 thousand, $359 thousand and $306 thousand of BOLI income for the years ended December 31, 2021, 2020 and 2019, respectively. The total death benefit of the BOLI policies at December 31, 2021 was $80.7 million.
Deposits
We expect deposits to be our primary funding source in the future as we optimize our deposit mix by continuing to shift our deposit composition from higher cost time deposits to lower cost demand deposits. Non-time deposits include demand deposits, NOW accounts, and savings and money market accounts.
The following table shows the deposit mix as of the dates presented:
| | As of December 31, | |
| | 2021 | | | 2020 | |
| | Amount | | | % of Total | | | Amount | | | % of Total | |
| | (Dollars in thousands) | |
Noninterest-bearing demand deposits | | $ | 803,546 | | | | 28.9 | % | | $ | 727,543 | | | | 29.6 | % |
Interest-bearing demand deposits | | | 650,588 | | | | 23.4 | % | | | 472,076 | | | | 19.2 | % |
Interest-bearing NOW accounts | | | 13,008 | | | | 0.5 | % | | | 10,287 | | | | 0.4 | % |
Savings and money market accounts | | | 751,404 | | | | 27.0 | % | | | 610,571 | | | | 24.8 | % |
Time deposits | | | 563,845 | | | | 20.2 | % | | | 638,658 | | | | 26.0 | % |
Total deposits | | $ | 2,782,391 | | | | 100.0 | % | | $ | 2,459,135 | | | | 100.0 | % |
Total deposits at December 31, 2021 were $2.78 billion, an increase of $323.3 million, or 13.1%, from total deposits at December 31, 2020 of $2.46 billion.
The average cost of deposits for the year ended December 31, 2021 was 0.30%. This represents a decrease of 34 basis points compared to the average cost of deposits of 0.64% for the year ended December 31, 2020. The decrease in cost of deposits was primarily attributable to the decrease in interest rates by the Federal Open Market Committee during the year ended December 31, 2020. For the year ended December 31, 2021, the average rate paid on time deposits was 0.75% compared to 1.54% for the year ended December 31, 2020.
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Total deposits that exceeded the FDIC insurance limit of $250 thousand at December 31, 2021 were $1.2 billion. The maturities of time deposits that exceeded the FDIC insurance limit of $250 thousand at December 31, 2021 are as follows:
| | As of December 31, | |
| | (Dollars in thousands) | |
Three months or less | | $ | 58,935 | |
After three months through six months | | | 22,391 | |
After six months through twelve months | | | 88,978 | |
After twelve months | | | 27,557 | |
Total time deposits in excess of FDIC insurance limit | | $ | 197,861 | |
Borrowings
In addition to deposits, we utilize advances from the FHLB and other borrowings as a supplementary funding source to finance our operations.
FHLB borrowings: The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by certain securities and loans. As of December 31, 2021 and 2020, total remaining borrowing capacity of $841.9 million and $654.9 million, respectively, was available under this arrangement. As of December 31, 2021 we had no short-term FHLB borrowings. As of December 31, 2020, we had short-term FHLB borrowings of $10 million, with an average interest rate of 0.70%. We had long-term FHLB borrowings of $38.5 million and $51.9 million as of December 31, 2021 and 2020, respectively, with an average interest rate of 2.44% and 2.29%, respectively.
PPPLF: In conjunction with the PPP, we also participated in the Federal Reserve's PPPLF, which expired on July 30, 2021. At December 31, 2021, all amounts outstanding under PPPLF had been repaid compared to $149.8 million outstanding at December 31, 2020. The maturity date of a borrowing under the PPPLF was equal the maturity date of the PPP loan pledged to secure the borrowing and would be accelerated (i) if the underlying PPP loan goes into default and is sold to the SBA to realize on the SBA guarantee or (ii) to the extent that any PPP loan forgiveness reimbursement is received from the SBA. Borrowings under the PPPLF bear interest at a rate of 0.35% and there were no fees to us.
Subordinated Notes: On July 24, 2020, the Company issued $37 million aggregate principal amount of 6.00% fixed-to-floating rate subordinated notes due 2030. The Notes will initially bear interest at a fixed annual rate of 6.00%, payable quarterly, in arrears, to, but excluding, July 31, 2025. From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be the then-current three-month Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York (provided, that in the event the benchmark rate is less than zero, the benchmark rate will be deemed to be zero) plus 592 basis points, payable quarterly, in arrears. The amount outstanding at December 31, 2021 and 2020 was $37.0 million.
Secured borrowings : Due to the rights retained on certain loan participations sold, the Company is deemed to have retained effective control over these loans under ASC Topic 860, “Transfers and Servicing”, and therefore these participations sold must be accounted for as a secured borrowing. At December 31, 2021, the Company had no secured borrowings. At December 31, 2020, total secured borrowings were $4.0 million representing an increase in loans held for investment and matching increase in long-term borrowings.
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Line of credit: We entered into a line of credit with a third party lender in May 2017 that allows us to borrow up to $20.0 million. The interest rate on this line of credit is based upon 90-day LIBOR plus 4.0%, and unpaid principal and interest is due at the stated maturity of May 12, 2022. This line of credit is secured by a pledge of all of the common stock of the Bank. This line of credit may be prepaid at any time without penalty, so long as such prepayment includes the payment of all interest accrued through the date of the repayments, and, in the case of prepayment of the entire loan, the amount of attorneys’ fees and disbursements of the lender. During 2019, the line of credit was increased to a total borrowing capacity of $50.0 million all of which was available at December 31, 2021 and at December 31, 2020.
Total borrowings consisted of the following as of the dates presented:
| | As of December 31, | |
| | (Dollars in thousands) | |
| | 2021 | | | 2020 | |
Short-term FHLB borrowings | | $ | — | | | $ | 10,000 | |
Long-term FHLB borrowings | | | 38,485 | | | | 51,890 | |
PPPLF | | | — | | | | 149,848 | |
Subordinated Notes | | | 36,452 | | | | 36,295 | |
Secured borrowings | | | — | | | | 3,987 | |
Total borrowings | | $ | 74,937 | | | $ | 252,020 | |
At December 31, 2021, total borrowings were $74.9 million, a decrease of $177.1 million, or 70.3%, from $252.0 million at December 31, 2020. The decrease in total borrowings was primarily driven by repayment of Paycheck Protection Program Liquidity Facility advances.
Short-term borrowings consist of debt with maturities of one year or less. Our short-term borrowings consist of FHLB borrowings and a third party line of credit. The following table is a summary of short-term borrowings as of and for the periods presented:
| | As of and for the years ended December 31, | |
| | (Dollars in thousands) | |
| | 2021 | | | 2020 | |
Short-term borrowings: | | | | | | | | |
Maximum outstanding at any month-end during the period | | $ | 10,000 | | | $ | 10,000 | |
Balance outstanding at end of period | | | — | | | | 10,000 | |
Average outstanding during the period | | | 2,603 | | | | 10,000 | |
Average interest rate during the period | | | 0.70 | % | | | 0.70 | % |
Average interest rate at the end of the period | | | 0.00 | % | | | 0.70 | % |
We maintained five, unsecured Federal Funds lines of credit with commercial banks which provide for extensions of credit with an availability to borrow up to an aggregate $115.0 million as of December 31, 2021. We maintained five, unsecured Federal Funds lines of credit with commercial banks with an availability to borrow up to an aggregate $105.0 million as of December 31, 2020. There were no advances under these lines of credit outstanding as of December 31, 2021 or 2020.
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Stockholders’ Equity
The following table summarizes the changes in our stockholders’ equity for the periods indicated:
| | | | | | Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | | | | | (Dollars in thousands) | |
Balance at beginning of period | | $ | 360,779 | | | $ | 345,705 | | | $ | 198,796 | |
Net income | | | 42,052 | | | | 31,311 | | | | 21,136 | |
Common stock dividends declared ($0.42 and $0.16 per share, respectively) | | | (7,210 | ) | | | (2,767 | ) | | | — | |
Shares issued in offering, net(1) | | | — | | | | — | | | | 46,535 | |
Shares issued in business combination | | | — | | | | — | | | | 78,083 | |
Exercise of stock options and warrants | | | 3,243 | | | | 683 | | | | 1,966 | |
Stock-based compensation | | | 1,134 | | | | 979 | | | | 665 | |
Treasury Stock Purchases | | | (1,096 | ) | | | (15,470 | ) | | | (289 | ) |
Other comprehensive income (loss) | | | (5,086 | ) | | | 338 | | | | (1,187 | ) |
Balance at end of period | | $ | 393,816 | | | $ | 360,779 | | | $ | 345,705 | |
(1) | Shares issued in offering were net of expenses of $442 thousand for 2019. |
Net income totaled $42.1 million for the year ended December 31, 2021, an increase of $10.7 million, compared to $31.3 million for the year ended December 31, 2020. Our results of operations for the year ended December 31, 2021, produced a return on average assets of 1.13% compared to 1.11% for the prior year. Our results of operations for the year ended December 31, 2021 produced a return on average stockholders’ equity of 9.25% compared to 8.98% for the prior year.
Stockholders’ equity was $393.8 million as of December 31, 2021, an increase of $33.0 million from $360.8 million as of December 31, 2020. The increase was primarily driven by net income of $42.1 million offset by dividends of $7.2 million and other comprehensive loss of $5.1 million.
Net income totaled $31.3 million for the year ended December 31, 2020, an increase of $10.2 million, compared to $21.1 million for the year ended December 31, 2019. Our results of operations for the year ended December 31, 2020 produced a return on average assets of 1.11% compared to 1.14% for the prior year. Our results of operations for the year ended December 31, 2020 produced a return on average stockholders’ equity of 8.98% compared to 8.38% for the prior year.
Stockholders’ equity was $360.8 million as of December 31, 2020, an increase of $15.1 million from $345.7 million as of December 31, 2019. The increase was primarily driven by net income of $31.3 million offset by share repurchases of $15.5 million.
Capital Resources and Liquidity
Capital Resources
We are required to comply with certain “risk-based” capital adequacy guidelines issued by the Federal Reserve and the FDIC. The risk-based capital guidelines assign varying risk weights to the individual assets held by a bank. The guidelines also assign weights to the “credit-equivalent” amounts of certain off-balance sheet items, such as letters of credit and interest rate and currency swap contracts.
Under the Basel III Capital Rules, we are required to maintain the following minimum capital to risk-adjusted assets requirements: (i) a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”); (ii) a tier 1 capital ratio of 6.0% (8.0% to be considered “well capitalized”), and (iii) a total capital ratio of 8.0% (10.0% to be considered “well capitalized”). Under the Basel III rules there is a requirement for a common phased-in equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer will become subject
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to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement effectively raises the minimum required common equity tier 1 capital ratio to 7.0%, the tier 1 capital ratio to 8.5%, and the total capital ratio to 10.5% on a fully phased-in basis as of January 1, 2019.
The risk-based capital ratios measure the adequacy of a bank’s capital against the riskiness of its assets and off-balance sheet activities. Failure to maintain adequate capital is a basis for “prompt corrective action” or other regulatory enforcement action. In assessing a bank’s capital adequacy, regulators also consider other factors such as interest rate risk exposure; liquidity, funding and market risks; quality and level of earnings; concentrations of credit, quality of loans and investments; risks of any nontraditional activities; effectiveness of bank policies; and management’s overall ability to monitor and control risks.
The following table sets forth the regulatory capital ratios, excluding the impact of the capital conservation buffer, as of the dates indicated:
| | Minimum Capital Requirement | | | Minimum Capital Requirement with Capital Buffer | | | Minimum to Be Well Capitalized | | | December 31, | |
| | | | | | | | | | | | | | 2021 | | | 2020 | | | 2019 | |
Capital ratios (Company): | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage ratio | | | 4.0 | % | | | 4.000 | % | | N/A | | | | 10.64 | % | | | 9.90 | % | | | 12.37 | % |
Common equity tier 1 capital ratio | | | 4.5 | % | | | 7.000 | % | | N/A | | | | 13.41 | % | | | 11.94 | % | | | 14.47 | % |
Tier 1 risk-based capital ratio | | | 6.0 | % | | | 8.500 | % | | N/A | | | | 13.41 | % | | | 11.94 | % | | | 14.47 | % |
Total risk-based capital ratio | | | 8.0 | % | | | 10.500 | % | | N/A | | | | 14.07 | % | | | 14.28 | % | | | 14.85 | % |
Capital ratios (Bank): | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage ratio | | | 4.0 | % | | | 4.000 | % | | | 5.0 | % | | | 10.65 | % | | | 10.30 | % | | | 11.29 | % |
Common equity tier 1 capital ratio | | | 4.5 | % | | | 7.000 | % | | | 6.5 | % | | | 12.82 | % | | | 12.29 | % | | | 13.98 | % |
Tier 1 risk-based capital ratio | | | 6.0 | % | | | 8.500 | % | | | 8.0 | % | | | 12.82 | % | | | 12.29 | % | | | 13.98 | % |
Total risk-based capital ratio | | | 8.0 | % | | | 10.500 | % | | | 10.0 | % | | | 13.46 | % | | | 13.00 | % | | | 14.36 | % |
At December 31, 2021, both we and the Bank met all the capital adequacy requirements to which we and the Bank were subject. At December 31, 2021, the Bank was “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since December 31, 2020 that would materially adversely change such capital classifications. From time to time, we may need to raise additional capital to support our and the Bank’s further growth and to maintain our “well capitalized” status.
As of December 31, 2021, we had a tier 1 leverage ratio of 10.64 %. As of December 31, 2021, the Bank had a tier 1 leverage ratio of 10.65%, which provided $178.9 million of excess capital relative to the minimum requirements to be considered well capitalized.
For a discussion of the changes in our total stockholders’ equity at December 31, 2021 as compared with December 31, 2020, please see the discussion under “—Stockholders’ Equity” above.
Liquidity
Liquidity involves our ability to raise funds to support asset growth and acquisitions or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate on an ongoing basis and manage unexpected events. For the years ended December 31, 2021 and 2020, our liquidity needs were primarily met by core deposits, security and loan maturities and amortizing investment and loan portfolios. Although access to brokered deposits, purchased funds from correspondent banks and overnight advances from the FHLB are available and have been utilized on occasion to take advantage of investment opportunities, we do not generally rely on these external funding sources. The Bank maintained five unsecured Federal Funds lines of credit
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with commercial banks which provide for extensions of credit with an availability to borrow up to an aggregate $115.0 million as of December 31, 2021. We maintained five, unsecured Federal Funds lines of credit with commercial banks with an availability to borrow up to an aggregate $105.0 million as of December 31, 2020. The Company drew $10 million on the line of credit during the year ended December 31, 2020 to fund general corporate needs and repaid the outstanding amount plus interest in July 2020. There were no advances under these lines of credit outstanding as of December 31, 2021 or 2019.
The following table illustrates, during the periods presented, the mix of our funding sources and the average assets in which those funds are invested as a percentage of our average total assets for the periods indicated. Average assets were $3.15 billion for the year ended December 31, 2021 and $2.82 billion for the year ended December 31, 2020.
| | As of and for the Years Ended December 31, | |
| | 2021 | | | 2020 | |
Sources of funds: | | | | | | | | |
Deposits: | | | | | | | | |
Noninterest-bearing | | | 24.5 | % | | | 23.2 | % |
Interest-bearing | | | 58.5 | % | | | 57.2 | % |
Advances from FHLB and other borrowings | | | 4.5 | % | | | 6.3 | % |
Other liabilities | | | 0.5 | % | | | 0.9 | % |
Stockholders' equity | | | 12.0 | % | | | 12.4 | % |
Total | | | 100.0 | % | | | 100.0 | % |
Uses of funds: | | | | | | | | |
Loans | | | 73.5 | % | | | 80.0 | % |
Investment securities and other | | | 13.6 | % | | | 4.1 | % |
Interest-bearing deposits in other banks | | | 4.7 | % | | | 6.5 | % |
Other noninterest-earning assets | | | 8.2 | % | | | 9.4 | % |
Total | | | 100.0 | % | | | 100.0 | % |
Average noninterest-bearing deposits to average deposits | | | 29.6 | % | | | 28.9 | % |
Average loans to average deposits | | | 88.5 | % | | | 99.4 | % |
Our primary source of funds is deposits and our primary use of funds is loans. We do not expect a change in the primary source or use of our funds in the foreseeable future. Our average loans, including loans held for sale, increased 2.6% for the year ended December 31, 2021 compared to the year ended December 31, 2020. We predominantly invest excess deposits in overnight deposits with the Federal Reserve, securities, interest-bearing deposits at other banks or other short-term liquid investments until needed to fund loan growth. Our securities portfolio had a weighted average life of 5.3 years and an effective duration of 4.7 years as of December 31, 2021.
In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included on our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and commercial and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized on our consolidated balance sheets.
We enter into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent our future cash requirements. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards until the time of loan funding. We seek to minimize our exposure to loss under these commitments by subjecting them to prior credit approval and ongoing monitoring procedures. We assess the credit risk associated with certain commitments to extend credit and establish a liability for probable credit losses. As of December 31, 2021 and 2020, our reserve for unfunded commitments totaled $76 thousand and $90 thousand, respectively.
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Commercial and standby letters of credit are written conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the customer. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.
The following table summarizes our commitments as of the dates presented:
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Unfunded loan commitments | | $ | 550,604 | | | $ | 309,411 | |
Commercial and standby letters of credit | | | 3,402 | | | | 3,272 | |
Total | | $ | 554,006 | | | $ | 312,683 | |
Management believes that we have adequate liquidity to meet all known contractual obligations and unfunded commitments, including loan commitments over the next twelve months. Additionally, management believes that our off-balance sheet arrangements have not had or are not reasonably likely to have a current or future material effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
As of December 31, 2021, we had outstanding $550.6 million in commitments to extend credit and $3.4 million in commitments associated with outstanding commercial and standby letters of credit. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.
As of December 31, 2021, we believe we had no exposure to future cash requirements associated with known uncertainties. Capital expenditures, including buildings and construction in process, for the years ended December 31, 2021 and 2020 were $2.0 million and $10.2 million, respectively.
We had cash and cash equivalents of $305.8 million and $263.0 million as of December 31, 2021 and 2020, respectively. The increase was primarily due to PPP loan forgiveness received during the year ended December 31, 2021.
Interest Rate Sensitivity and Market Risk
As a financial institution, our primary component of market risk is interest rate volatility. Our asset liability and funds 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 manage 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 for 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, interest rate swaps, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk. 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 Management Committee of the Bank in accordance with policies approved by its board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee
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considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The 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, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the 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 analysis 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, prepayment assumptions and repricing opportunities of loans are incorporated in the model as are prepayment assumptions, maturity data and call options within the investment portfolio. Average life of our non-maturity deposit accounts are based on standard regulatory decay assumptions and are incorporated into the model. The assumptions used 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 two 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 and dynamic growth models, rates are shocked instantaneously and ramped rate changes over a 12-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. Internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net income at risk for the subsequent one-year period should not decline by more than 5.0% for a 100 basis point shift, 10.0% for a 200 basis point shift, and 15.0% for a 300 basis point shift.
The following table summarizes the simulated change in net interest income over a 12-month horizon:
| | December 31, 2021 | |
Change in interest rates (basis points) | | % Change in Net Interest Income | |
+300 | | | 35.10 | % |
+200 | | | 23.17 | % |
+100 | | | 11.39 | % |
Base | | | 0.00 | % |
-100 | | | -4.04 | % |
The following table summarizes an immediate shock in the fair value of equity as of the date indicated:
| | December 31, 2021 | |
Change in interest rates (basis points) | | % Change in Fair Value of Equity | |
+300 | | | 33.78 | % |
+200 | | | 23.58 | % |
+100 | | | 12.27 | % |
Base | | | 0.00 | % |
-100 | | | -9.89 | % |
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
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the discount and federal 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.
Some of our financial instruments are currently tied to LIBOR. LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by numerous entities. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) announced that the majority of LIBOR rates will no longer be published after December 31, 2021, although a number of key settings will continue until June 2023, to support the rundown of legacy contracts only. As a result, LIBOR should be discontinued as a reference rate. Other interest rates used globally could also be discontinued for similar reasons.
In response to reference rate reform, the Company formed a LIBOR Transition Team in 2020, has created standard LIBOR replacement language for new and modified loan notes, and is monitoring the remaining loans with LIBOR rates monthly to ensure progress in updating these loans with acceptable LIBOR replacement language or converting them to other interest rates. The Company has not been offering LIBOR-indexed rates originated by other banks, subject to the Company’s determination that the LIBOR replacement language in the loan documents meets the Company’s standards. Pursuant to the Interagency Statement on LIBOR Transition issued in November 2020, the Company will not enter into any new LIBOR-based credit agreements after December 31, 2021.
Impact of Inflation
Our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K 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.
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 Annual Report on Form 10-K 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 financial measures calculated in accordance with GAAP.
The non-GAAP financial measures that we discuss in this Annual Report on Form 10-K 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 Annual Report on Form 10-K may differ from that of other banking organizations reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in this Annual Report on Form 10-K when comparing such non-GAAP financial measures.
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Adjusted Earnings per Common Share – Basic and Diluted
Adjusted earnings per common share – basic and diluted is a non-GAAP financial measure that excludes gains on security sales, merger related expenses, and non-recurring tax benefits related to recently enacted legislation. In our judgment, the adjustments made to net income allow investors and analysts to better assess our basic and diluted earnings per common share by removing the volatility that is associated with items that are unrelated to our core business.
The following table reconciles, as of the date set forth below, basic and diluted earnings per common share and presents our basic and diluted earnings per common share exclusive of the impact of non-core transactions:
| | As of or for the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | (Dollars in thousands, except per share data) | |
Basic and diluted earnings per share - GAAP basis: | | | | | | | | | | | | |
Net income | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Less: | | | | | | | | | | | | |
Participated securities share of undistributed earnings | | | — | | | | — | | | | — | |
Net income available to common stockholders | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Weighted average number of common shares - basic | | | 17,180,097 | | | | 17,567,117 | | | | 14,697,342 | |
Weighted average number of common shares - diluted | | | 17,641,384 | | | | 17,649,463 | | | | 15,112,827 | |
Basic earnings per common share | | $ | 2.45 | | | $ | 1.78 | | | $ | 1.44 | |
Diluted earnings per common share | | $ | 2.38 | | | $ | 1.77 | | | $ | 1.40 | |
Basic and diluted earnings per share - Non-GAAP basis: | | | | | | | | | | | | |
Net income available to common stockholders | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Pre-tax adjustments: | | | | | | | | | | | | |
Noninterest income | | | | | | | | | | | | |
Gain on sale of investment securities | | | (5 | ) | | | (1,031 | ) | | | (4,582 | ) |
Noninterest expense | | | | | | | | | | | | |
Merger related expenses | | | 800 | | | | 2,049 | | | | 4,858 | |
Taxes: | | | | | | | | | | | | |
NOL carryback claim | | | - | | | | (575 | ) | | | — | |
Tax effect of adjustments | | | (118 | ) | | | (206 | ) | | | 181 | |
Adjusted net income | | $ | 42,729 | | | $ | 31,548 | | | $ | 21,593 | |
Weighted average number of common shares - basic | | | 17,180,097 | | | | 17,567,117 | | | | 14,697,342 | |
Weighted average number of common shares - diluted | | | 17,641,384 | | | | 17,649,463 | | | | 15,112,827 | |
Basic earnings per common share | | $ | 2.49 | | | $ | 1.80 | | | $ | 1.47 | |
Diluted earnings per common share | | $ | 2.42 | | | $ | 1.79 | | | $ | 1.43 | |
Tangible Book Value Per Share
Tangible book value per share is a non-GAAP financial measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. We calculate (1) tangible book value per share as tangible equity divided by shares of common stock outstanding at the end of the respective period, and (2) tangible equity as common stockholders’ equity less goodwill and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible book value per share is book value per share.
We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.
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The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible equity and presents our tangible book value per share compared to our book value per share:
| | As of December 31, | | |
| | 2021 | | | 2020 | | |
| | (Dollars in thousands, except per share data) |
Total stockholders' equity | | $ | 393,816 | | | $ | 360,779 | | |
Less: | | | | | | | | | |
Goodwill and other intangible assets | | | 82,432 | | | | 85,499 | | |
Tangible stockholders' equity | | $ | 311,384 | | | $ | 275,280 | | |
Shares outstanding(1) | | | 17,282,047 | | | | 17,081,831 | | |
Book value per share(1)(2) | | $ | 22.79 | | | $ | 21.12 | | |
Less: | | | | | | | | | |
Goodwill and other intangible assets per share(1)(3) | | | 4.77 | | | | 5.01 | | |
Tangible book value per share | | $ | 18.02 | | | $ | 16.12 | | |
(1) | Reflects the issuance of 170,236 shares of common stock to our holders of Series A preferred stock in connection with the conversion of 170,236 shares of our issued and outstanding Series A preferred stock into common stock on February 23, 2017 and the one-for-two reverse stock split that occurred on March 16, 2017. |
(2) | We calculate book value per share as total stockholders’ equity at the end of the relevant period divided by the outstanding number of shares of our common stock at the end of the relevant period. |
(3) | We calculate goodwill and other intangible assets per share as total goodwill and other intangible assets at the end of the relevant period divided by the outstanding number of shares of our common stock at the end of the relevant period. |
Tangible Equity to Tangible Assets
Tangible equity to tangible assets is a non-GAAP financial measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. We calculate tangible equity, as described above in “—Tangible Book Value Per Share”, and tangible assets as total assets less goodwill and core deposit intangibles and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible equity to tangible assets is total common stockholders’ equity to total assets.
We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period in common equity and total assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and assets while not increasing our tangible equity or tangible assets.
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The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible equity and total assets to tangible assets:
| | As of December 31, | | |
| | 2021 | | | 2020 | | |
| | (Dollars in thousands) |
Total stockholders' equity to total assets - GAAP basis: | | | | | | | | | |
Total stockholders' equity (numerator) | | $ | 393,816 | | | $ | 360,779 | | |
Total assets (denominator) | | | 3,266,038 | | | | 3,085,464 | | |
Total stockholders' equity to total assets | | | 12.06 | % | | | 11.69 | % | |
Tangible equity to tangible assets - Non-GAAP basis: | | | | | | | | | |
Tangible equity: | | | | | | | | | |
Total stockholders' equity | | $ | 393,816 | | | $ | 360,779 | | |
Less: | | | | | | | | | |
Goodwill and other intangible assets | | | 82,432 | | | | 85,499 | | |
Total tangible common equity (numerator) | | $ | 311,384 | | | $ | 275,280 | | |
Tangible assets: | | | | | | | | | |
Total assets | | $ | 3,266,038 | | | $ | 3,085,464 | | |
Less: | | | | | | | | | |
Goodwill and other intangible assets | | | 82,432 | | | | 85,499 | | |
Total tangible assets (denominator) | | $ | 3,183,606 | | | $ | 2,999,965 | | |
Tangible equity to tangible assets | | | 9.78 | % | | | 9.18 | % | |
Net Interest Margin
We show net interest margin on a fully taxable equivalent basis, which is a non-GAAP financial measure.
We believe the fully tax equivalent basis is the preferred industry measurement basis for net interest margin and that it enhances comparability of net interest income arising from taxable and tax-exempt sources.
The following table reconciles, as of the dates set forth below, net interest margin on a fully taxable equivalent basis:
| | As of and for the Years Ended December 31, | | |
| | 2021 | | | 2020 | | | 2019 | | |
| | (Dollars in thousands) |
Net interest margin - GAAP basis: | | | | | | | | | | | | | |
Net interest income | | $ | 114,116 | | | $ | 105,935 | | | $ | 77,890 | | |
Average interest-earning assets | | | 2,890,590 | | | | 2,555,814 | | | | 1,711,018 | | |
Net interest margin | | | 3.95 | % | | | 4.14 | % | | | 4.55 | % | |
Net interest margin - Non-GAAP basis: | | | | | | | | | | | | | |
Net interest income | | $ | 114,116 | | | $ | 105,935 | | | $ | 77,890 | | |
Plus: | | | | | | | | | | | | | |
Impact of fully taxable equivalent adjustment | | | 465 | | | | 1,777 | | | | 445 | | |
Net interest income on a fully taxable equivalent basis | | $ | 114,581 | | | $ | 107,712 | | | $ | 78,335 | | |
Average interest-earning assets | | $ | 2,890,590 | | | $ | 2,555,814 | | | $ | 1,711,018 | | |
Net interest margin on a fully taxable equivalent basis - Non-GAAP basis | | | 3.96 | % | | | 4.21 | % | | | 4.58 | % | |
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Critical Accounting Policies and Estimates
Our financial reporting and accounting policies conform to GAAP. The preparation of financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Our accounting policies and estimates are described in greater detail in “Note 1. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. See “Risk Factors” for a discussion of information that should be considered in connection with an investment in our securities.
We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those policies and estimates and the potential sensitivity of our financial statements to those judgments and assumptions, are critical to an understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are appropriate. Our accounting policies are integral to understanding our results of operations.
Allowance for Loan and Lease Losses
Management’s ongoing evaluation of the adequacy of the allowance for loan and lease losses is based on our past loan loss experience, the volume and composition of our lending, adverse situations that may affect a borrower’s ability to repay, the estimated value of any underlying collateral, current economic conditions and other factors affecting the known and inherent risk in the portfolio. The allowance for loan and lease losses is increased by charges to income through the provision for loan and lease losses and decreased by charge-offs (net of recoveries). The allowance is maintained at a level that management, based upon its evaluation, considers adequate to absorb losses inherent in the loan portfolio. This evaluation is inherently subjective as it requires material estimates including, among others, the amount and timing of expected future cash flows on impacted loans, exposure at default, value of collateral, and estimated losses on our loan portfolio. All of these estimates may be susceptible to significant change.
The allowance consists of specific allowances for impaired loans and a general allowance on the remainder of the portfolio. Although management determines the amount of each element of the allowance separately, the allowance for loan and lease losses is available for the entire loan portfolio.
Management establishes an allowance on certain impaired loans for the amount by which the discounted cash flows, observable market price, or fair value of collateral if the loan is collateral dependent, is lower than the carrying value of the loan. A loan is considered to be impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. A delay or shortfall in amount of payments does not necessarily result in the loan being identified as impaired.
Management also establishes a general allowance on non-impaired loans to recognize the inherent losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular loans. This general valuation allowance is determined by segregating the loans by loan category and assigning allowance percentages based on our historical loss experience, delinquency trends, and management’s evaluation of the collectability of the loan portfolio.
The allowance is adjusted for significant factors that, in management’s judgment, affect the collectability of the portfolio as of the evaluation date. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting its primary lending areas, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, loss experience in particular segments of the portfolio, duration of the current business cycle, and bank regulatory examination results. The applied loss factors are re-evaluated each reporting period to ensure their relevance in the current economic environment.
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While management uses the best information known to it in order to make loan loss allowance valuations, adjustments to the allowance may be necessary based on changes in economic and other conditions, changes in the composition of the loan portfolio, or changes in accounting guidance. In times of economic slowdown, either regional or national, the risk inherent in the loan portfolio could increase resulting in the need for additional provisions to the allowance for loan and lease losses in future periods. An increase could also be necessitated by an increase in the size of the loan portfolio or in any of its components even though the credit quality of the overall portfolio may be improving. Historically, the estimates of the allowance for loan and lease losses have provided adequate coverage against actual losses incurred.
Goodwill and Other Intangible Assets
Goodwill represents the excess of consideration transferred in business combinations over the fair value of tangible and identifiable intangible assets acquired. Goodwill is assessed annually for impairment or more frequently if events or circumstances indicate that impairment may have occurred.
Goodwill acquired in a purchase business combination that is determined to have an indefinite useful life, is not amortized, but tested for impairment as described above. We perform our annual impairment test in the fourth quarter. Goodwill is the only intangible asset with an indefinite life on our balance sheet.
Core deposit intangible (“CDI”) is a measure of the value of checking and savings deposit relationships acquired in a business combination. The fair value of the CDI stemming from any given business combination is based on the present value of the expected cost savings attributable to the core deposit funding relative to an alternative source of funding. CDI is amortized over the estimated useful lives of the existing deposit relationships acquired, but does not exceed 12 years. We evaluate such identifiable intangibles for impairment when events and circumstances indicate that its carrying amount may not be recoverable.
Income Taxes
Management makes estimates and judgments to calculate various tax liabilities and determine the recoverability of various deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. Management also estimates a reserve for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, management’s estimates and judgments to calculate the deferred tax accounts have not required significant revision.
In evaluating our ability to recover deferred tax assets, management considers all available positive and negative evidence, including the past operating results and forecasts of future taxable income. In determining future taxable income, management makes assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require management to make judgments about the future taxable income and are consistent with the plans and estimates used to manage the business. Any reduction in estimated future taxable income may require management to record a valuation allowance against the deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on future earnings.
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SBA Servicing Asset
A servicing asset related to SBA loans is initially recorded when these loans are sold and the servicing rights are retained. The servicing asset is recorded on the balance sheet. An updated fair value of the servicing asset is obtained from an independent third party on a quarterly basis and any necessary adjustments are included in SBA loan servicing fees on the consolidated statements of income. The valuation begins with the projection of future cash flows for each asset based on their unique characteristics, market-based assumptions for prepayment speeds and estimated losses and recoveries. The present value of the future cash flows are then calculated utilizing market-based discount ratio assumptions. In all cases, we model expected payments for every loan for each quarterly period in order to create the most detailed cash flow stream possible. We use various assumptions and estimates in determining the impairment of the SBA servicing asset. These assumptions include prepayment speeds and discount rates commensurate with the risks involved and comparable to assumptions used by participants to value and bid serving rights available for sale in the market.
Recently Issued Accounting Pronouncements
See “Note 1. Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K regarding the impact of new accounting pronouncements which we have adopted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Interest Rate Sensitivity and Market Risk” of this Annual Report on Form 10-K for discussion on how the Company manages market risk.
91
Item 8. Financial Statements and Supplementary Data
SPIRIT OF TEXAS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
INDEX
| |
| Page |
Report of Independent Registered Public Accounting Firm (BDO USA, LLP; Spokane, Washington; PCAOB ID#243) | F-1 |
Consolidated Balance Sheets as of December 31, 2021 and 2020 | F-2 |
Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019 | F-3 |
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019 | F-4 |
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019 | F-5 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 | F-6 |
Notes to Consolidated Financial Statements | F-9 |
92
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Spirit of Texas Bancshares, Inc.
Conroe, Texas
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit of Texas Bancshares, Inc. and Subsidiary (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ BDO USA, LLP
We have served as the Company's auditor since 2015.
Spokane, Washington
March 7, 2022
F-1
SPIRIT OF TEXAS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
| | December 31, | |
| | 2021 | | | 2020 | |
Assets: | | | | | | | | |
Cash and due from banks | | $ | 87,176 | | | $ | 31,396 | |
Interest-bearing deposits in other banks | | | 218,612 | | | | 231,638 | |
Total cash and cash equivalents | | | 305,788 | | | | 263,034 | |
Investment securities: | | | | | | | | |
Available for sale securities, at fair value | | | 400,748 | | | | 212,420 | |
Equity investments, at fair value | | | 23,665 | | | | 24,000 | |
Total investment securities | | | 424,413 | | | | 236,420 | |
Loans held for sale | | | 3,472 | | | | 1,470 | |
Loans: | | | | | | | | |
Loans held for investment | | | 2,322,101 | | | | 2,388,532 | |
Less: allowance for loan and lease losses | | | (16,395 | ) | | | (16,026 | ) |
Loans, net | | | 2,305,706 | | | | 2,372,506 | |
Premises and equipment, net | | | 77,291 | | | | 83,348 | |
Accrued interest receivable | | | 8,146 | | | | 11,199 | |
Other real estate owned and repossessed assets | | | 188 | | | | 133 | |
Goodwill | | | 77,681 | | | | 77,681 | |
Core deposit intangible | | | 4,751 | | | | 7,818 | |
SBA servicing asset | | | 2,244 | | | | 2,953 | |
Deferred tax asset, net | | | 1,172 | | | | 1,085 | |
Bank-owned life insurance | | | 36,644 | | | | 15,969 | |
Federal Home Loan Bank and other bank stock, at cost | | | 3,741 | | | | 5,718 | |
Right of use assets | | | 4,539 | | | | - | |
Other assets | | | 10,262 | | | | 5,425 | |
Total assets | | $ | 3,266,038 | | | $ | 3,084,759 | |
Liabilities and stockholders' equity | | | | | | | | |
Liabilities: | | | | | | | | |
Deposits: | | | | | | | | |
Transaction accounts: | | | | | | | | |
Noninterest-bearing | | $ | 803,546 | | | $ | 727,543 | |
Interest-bearing | | | 1,415,000 | | | | 1,092,934 | |
Total transaction accounts | | | 2,218,546 | | | | 1,820,477 | |
Time deposits | | | 563,845 | | | | 638,658 | |
Total deposits | | | 2,782,391 | | | | 2,459,135 | |
Accrued interest payable | | | 781 | | | | 1,303 | |
Short-term borrowings | | | — | | | | 10,000 | |
Long-term borrowings, net | | | 74,937 | | | | 242,020 | |
Operating lease liabilities | | | 4,720 | | | | - | |
Other liabilities | | | 9,393 | | | | 11,522 | |
Total liabilities | | | 2,872,222 | | | | 2,723,980 | |
Commitments and contingencies (Note 18) | | | | | | | | |
Stockholders' equity: | | | | | | | | |
Common stock, no par value; 50 million shares authorized; 18,588,315 and 18,329,593 shares issued; 17,282,047 and 17,081,831 outstanding | | | 303,227 | | | | 298,850 | |
Retained earnings | | | 111,525 | | | | 76,683 | |
Accumulated other comprehensive (loss) income | | | (4,081 | ) | | | 1,005 | |
Treasury stock, 1,306,268 and 1,247,762 shares repurchased | | | (16,855 | ) | | | (15,759 | ) |
Total stockholders' equity | | | 393,816 | | | | 360,779 | |
Total liabilities and stockholders' equity | | $ | 3,266,038 | | | $ | 3,084,759 | |
The accompanying notes are an integral part of these consolidated financial statements
F-2
SPIRIT OF TEXAS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
Interest income: | | | | | | | | | | | | |
Interest and fees on loans | | $ | 118,922 | | | $ | 119,904 | | | $ | 87,546 | |
Interest and dividends on investment securities | | | 6,350 | | | | 2,340 | | | | 4,624 | |
Other interest income | | | 252 | | | | 1,301 | | | | 3,090 | |
Total interest income | | | 125,524 | | | | 123,545 | | | | 95,260 | |
Interest expense: | | | | | | | | | | | | |
Interest on deposits | | | 7,726 | | | | 14,570 | | | | 15,540 | |
Interest on FHLB advances and other borrowings | | | 3,682 | | | | 3,040 | | | | 1,830 | |
Total interest expense | | | 11,408 | | | | 17,610 | | | | 17,370 | |
Net interest income | | | 114,116 | | | | 105,935 | | | | 77,890 | |
Provision for loan losses | | | 3,711 | | | | 11,257 | | | | 2,856 | |
Net interest income after provision for loan losses | | | 110,405 | | | | 94,678 | | | | 75,034 | |
Noninterest income: | | | | | | | | | | | | |
Service charges and fees | | | 6,264 | | | | 5,660 | | | | 3,710 | |
SBA loans servicing fees | | | 1,235 | | | | 1,192 | | | | 929 | |
Mortgage referral fees | | | 1,353 | | | | 1,334 | | | | 713 | |
Gain on sales of loans, net | | | 1,066 | | | | 5,496 | | | | 4,014 | |
Gain on sales of investment securities | | | 5 | | | | 1,031 | | | | 4,582 | |
Swap Fees | | | 2,701 | | | | 1,746 | | | | — | |
Swap Referral Fees | | | 1,301 | | | | 1,950 | | | | — | |
Other noninterest income | | | 146 | | | | 467 | | | | 619 | |
Total noninterest income | | | 14,071 | | | | 18,876 | | | | 14,567 | |
Noninterest expense: | | | | | | | | | | | | |
Salaries and employee benefits | | | 41,688 | | | | 41,756 | | | | 36,175 | |
Occupancy and equipment expenses | | | 9,869 | | | | 10,047 | | | | 6,884 | |
Professional services | | | 2,993 | | | | 2,687 | | | | 4,054 | |
Data processing and network | | | 4,077 | | | | 3,973 | | | | 3,036 | |
Regulatory assessments and insurance | | | 1,901 | | | | 1,847 | | | | 422 | |
Amortization of intangibles | | | 3,067 | | | | 3,663 | | | | 3,630 | |
Advertising | | | 367 | | | | 679 | | | | 623 | |
Marketing | | | 309 | | | | 276 | | | | 538 | |
Telephone expense | | | 2,250 | | | | 2,013 | | | | 993 | |
Conversion expense | | | — | | | | 1,841 | | | | 1,992 | |
Other operating expenses | | | 5,230 | | | | 6,002 | | | | 4,697 | |
Total noninterest expense | | | 71,751 | | | | 74,784 | | | | 63,044 | |
Income before income tax expense | | | 52,725 | | | | 38,770 | | | | 26,557 | |
Income tax expense | | | 10,673 | | | | 7,459 | | | | 5,421 | |
Net income | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Earnings per common share: | | | | | | | | | | | | |
Basic | | $ | 2.45 | | | $ | 1.78 | | | $ | 1.44 | |
Diluted | | $ | 2.38 | | | $ | 1.77 | | | $ | 1.40 | |
Weighted average common shares outstanding: | | | | | | | | | | | | |
Basic | | | 17,180,097 | | | | 17,567,117 | | | | 14,697,342 | |
Diluted | | | 17,641,384 | | | | 17,649,463 | | | | 15,112,827 | |
The accompanying notes are an integral part of these consolidated financial statements
F-3
SPIRIT OF TEXAS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
Net income | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Other comprehensive income (loss): | | | | | | | | | | | | |
Unrealized net holding (losses) gains on investment securities available for sale, net of benefit (taxes) of $1,678, $(304) and $(662), respectively | | | (6,447 | ) | | | 1,152 | | | | 2,510 | |
Change in the accumulated gain on effective cash flow hedge derivative, net of taxes of $(363), $0, and $0, respectively | | | 1,365 | | | | - | | | | - | |
Reclassification adjustment for realized (gains) on investment securities available for sale included in net income, net of benefit of $1, $217 and $983, respectively | | | (4 | ) | | | (814 | ) | | | (3,697 | ) |
Total other comprehensive income (loss) | | | (5,086 | ) | | | 338 | | | | (1,187 | ) |
Total comprehensive income | | $ | 36,966 | | | $ | 31,649 | | | $ | 19,949 | |
The accompanying notes are an integral part of these consolidated financial statements
F-4
SPIRIT OF TEXAS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
| | Shares of Common | | | Common | | | Retained | | | Treasury | | | Accumulated Other Comprehensive | | | Total Stockholders' | |
| | Stock | | | Stock | | | Earnings | | | Stock | | | Income (Loss) | | | Equity | |
Balance as of January 1, 2019 | | | 12,103,753 | | | $ | 169,939 | | | $ | 27,003 | | | $ | - | | | $ | 1,854 | | | $ | 198,796 | |
Net income | | | — | | | | — | | | | 21,136 | | | | — | | | | — | | | | 21,136 | |
Conversion of preferred stock | | | 2,300,000 | | | | 46,535 | | | | — | | | | — | | | | — | | | | 46,535 | |
Exercise of stock options and warrants | | | 3,679,191 | | | | 78,083 | | | | — | | | | — | | | | — | | | | 78,083 | |
Issuance of common stock (1) | | | 189,301 | | | | 1,966 | | | | — | | | | — | | | | — | | | | 1,966 | |
Stock-based compensation | | | — | | | | 665 | | | | — | | | | — | | | | — | | | | 665 | |
Treasury stock purchases | | | (14,023 | ) | | | — | | | | — | | | | (289 | ) | | | — | | | | (289 | ) |
Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | (1,187 | ) | | | (1,187 | ) |
Balance as of December 31, 2019 | | | 18,258,222 | | | | 297,188 | | | | 48,139 | | | | (289 | ) | | | 667 | | | | 345,705 | |
Net income | | | — | | | | — | | | | 31,311 | | | | — | | | | — | | | | 31,311 | |
Common stock dividends declared ($0.16 per share) | | | — | | | | — | | | | (2,767 | ) | | | — | | | | — | | | | (2,767 | ) |
Exercise of stock options and warrants | | | 57,348 | | | | 683 | | | | — | | | | — | | | | — | | | | 683 | |
Stock-based compensation | | | — | | | | 979 | | | | — | | | | — | | | | — | | | | 979 | |
Treasury stock purchases | | | (1,233,739 | ) | | | — | | | | — | | | | (15,470 | ) | | | — | | | | (15,470 | ) |
Other comprehensive income (loss) | | | — | | | | — | | | | — | | | | — | | | | 338 | | | | 338 | |
Balance as of December 31, 2020 | | | 17,081,831 | | | | 298,850 | | | | 76,683 | | | | (15,759 | ) | | | 1,005 | | | | 360,779 | |
Net income | | | — | | | | — | | | | 42,052 | | | | — | | | | — | | | | 42,052 | |
Common stock dividends declared ($0.42 per share) | | | — | | | | — | | | | (7,210 | ) | | | — | | | | — | | | | (7,210 | ) |
Exercise of stock options and warrants and delivery of restricted stock units | | | 258,722 | | | | 3,243 | | | | — | | | | — | | | | — | | | | 3,243 | |
Stock-based compensation | | | — | | | | 1,134 | | | | — | | | | — | | | | — | | | | 1,134 | |
Treasury stock purchases | | | (58,506 | ) | | | — | | | | — | | | | (1,096 | ) | | | — | | | | (1,096 | ) |
Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | (5,086 | ) | | | (5,086 | ) |
Balance as of December 31, 2021 | | | 17,282,047 | | | $ | 303,227 | | | $ | 111,525 | | | $ | (16,855 | ) | | $ | (4,081 | ) | | $ | 393,816 | |
(1) | Shares issued in offering were net of expenses of $452 thousand for the 2018 offering and $442 thousand for the 2019 offering. |
The accompanying notes are an integral part of these consolidated financial statements
F-5
SPIRIT OF TEXAS BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
F-6
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
Cash flows from operating activities: | | | | | | | | | | | | |
Net income | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | | | |
Provision for loan losses | | | 3,711 | | | | 11,257 | | | | 2,856 | |
Depreciation and amortization | | | 4,356 | | | | 4,143 | | | | 3,235 | |
Net amortization of premium on investment securities | | | 2,228 | | | | 227 | | | | 400 | |
Amortization of intangible assets | | | 3,067 | | | | 3,663 | | | | 3,630 | |
Accretion of discount on retained SBA loans | | | (1,022 | ) | | | (1,066 | ) | | | (941 | ) |
Deferred tax expense (benefit) | | | 1,224 | | | | (1,528 | ) | | | 1,730 | |
Originations of loans held for sale | | | (12,143 | ) | | | (18,467 | ) | | | (47,725 | ) |
Proceeds from loans held for sale | | | 11,109 | | | | 22,997 | | | | 51,885 | |
Net gains on sale of loans held for sale | | | (967 | ) | | | (1,821 | ) | | | (4,014 | ) |
(Gain) loss on sale of other real estate owned and repossessed assets | | | (15 | ) | | | 23 | | | | (48 | ) |
(Gain) on sale of investment securities | | | (5 | ) | | | (1,031 | ) | | | (4,582 | ) |
(Gain) on sale of premises and equipment | | | (18 | ) | | | — | | | | — | |
Stock dividends on equity investments at fair value | | | (335 | ) | | | — | | | | — | |
Stock dividends on FHLB stock | | | (27 | ) | | | — | | | | — | |
Amortization of debt issuance costs | | | 156 | | | | 79 | | | | — | |
Fair value adjustment on SBA servicing asset | | | 895 | | | | 772 | | | | 1,545 | |
Fair value adjustment on equity investments | | | 669 | | | | — | | | | - | |
Stock-based compensation | | | 1,134 | | | | 979 | | | | 665 | |
Increase in cash surrender value of BOLI | | | (675 | ) | | | (359 | ) | | | (306 | ) |
Net change in operating assets and liabilities: | | | | | | | | | | | | |
Net change in accrued interest receivable | | | 3,037 | | | | (3,978 | ) | | | 35 | |
Net change in accrued interest payable | | | (519 | ) | | | 45 | | | | 103 | |
Net change in other assets | | | (2,928 | ) | | | 78 | | | | 520 | |
Net change in other liabilities | | | (573 | ) | | | 6,208 | | | | (1,890 | ) |
Net cash provided by operating activities | | | 54,411 | | | | 53,532 | | | | 28,234 | |
Cash flows from investing activities: | | | | | | | | | | | | |
Purchase of investment securities available for sale | | | (754,780 | ) | | | (893,449 | ) | | | (63,298 | ) |
Sales of investment securities available for sale | | | 6,914 | | | | 35,054 | | | | 171,260 | |
Paydown and maturities of investment securities available for sale | | | 549,190 | | | | 744,139 | | | | 35,501 | |
Purchase of equity securities | | | — | | | | (24,000 | ) | | | — | |
Net sale of FHLB and other bank stock | | | 2,005 | | | | 2,592 | | | | 530 | |
Net decrease in time deposits in other banks | | | — | | | | 490 | | | | — | |
Proceeds from the sale of loans held for investment | | | 45,193 | | | | 27,295 | | | | — | |
Purchase of loans held for investment | | | — | | | | (66,030 | ) | | | — | |
Net change in loans | | | 14,902 | | | | (327,420 | ) | | | (124,163 | ) |
Proceeds from the sale of other real estate owned | | | 288 | | | | 4,037 | | | | 1,445 | |
Purchase of premises and equipment | | | (1,985 | ) | | | (10,158 | ) | | | (7,229 | ) |
Proceeds from the sale of premises and equipment | | | 2,201 | | | | — | | | | — | |
Net cash received in branch sale | | | 60 | | | | 23,287 | | | | — | |
Net cash (paid) received in business combination | | | — | | | | (131,153 | ) | | | 94,453 | |
Purchase of BOLI | | | (20,000 | ) | | | — | | | | — | |
Net cash provided by (used in) investing activities | | | (156,012 | ) | | | (615,316 | ) | | | 108,499 | |
Cash flows from financing activities: | | | | | | | | | | | | |
Net change in deposits | | | 328,213 | | | | 368,059 | | | | 75,306 | |
Cash received at redemption of trust preferred securities | | | — | | | | — | | | | 77 | |
Proceeds from long-term borrowings | | | 51,000 | | | | 220,901 | | | | 25,598 | |
Repayment of long-term borrowings | | | (214,253 | ) | | | (73,384 | ) | | | (41,318 | ) |
Proceeds from short-term borrowings | | | — | | | | 23,753 | | | | - | |
Repayment of short-term borrowings | | | (10,000 | ) | | | (13,753 | ) | | | (12,500 | ) |
Net change in secured borrowings | | | (3,986 | ) | | | (10,716 | ) | | | 4,834 | |
Shares issued in offering, net(1) | | | — | | | | — | | | | 46,535 | |
Common Stock Dividends | | | (8,766 | ) | | | (1,212 | ) | | | — | |
Purchase of treasury stock | | | (1,096 | ) | | | (15,470 | ) | | | (289 | ) |
Exercise of stock options and warrants | | | 3,243 | | | | 683 | | | | 1,966 | |
Net cash provided by financing activities | | | 144,355 | | | | 498,861 | | | | 100,209 | |
Net change in cash and cash equivalents | | | 42,754 | | | | (62,923 | ) | | | 236,942 | |
Cash and cash equivalents at beginning of year | | | 263,034 | | | | 325,957 | | | | 89,015 | |
Cash and cash equivalents at end of year | | $ | 305,788 | | | $ | 263,034 | | | $ | 325,957 | |
Supplemental disclosures of cash flow information: | | | | | | | | | | | | |
Interest paid | | $ | 11,930 | | | $ | 17,526 | | | $ | 16,853 | |
Income taxes paid | | | 12,300 | | | | 7,477 | | | | 3,600 | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | | |
Transfer of loans to other real estate owned and repossessed assets | | $ | 328 | | | $ | 527 | | | $ | 3,964 | |
Fair value of assets acquired in business combination, excluding cash | | | — | | | | 259,416 | | | | 695,222 | |
Carrying value of assets disposed in branch sale | | | 5,227 | | | | 114 | | | | — | |
Dividends accrued not paid | | | — | | | | 1,556 | | | | — | |
Goodwill recorded | | | — | | | | 11,456 | | | | 50,250 | |
Goodwill measurement period adjustments | | | — | | | | (2,278 | ) | | | — | |
Liabilities assumed in business combination | | | — | | | | 139,719 | | | | 711,592 | |
Liabilities assigned in branch sale | | | 5,117 | | | | 24,199 | | | | — | |
Stock issued in business combination | | | — | | | | — | | | | 78,083 | |
(1) | Shares issued in offering were net of expenses of $442 thousand in 2019 and $452 thousand in 2018. |
F-7
The accompanying notes are an integral part of these consolidated financial statements
F-8
SPIRIT OF TEXAS BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Spirit of Texas Bancshares, Inc. (“Spirit” or the “Company”) is a Texas corporation and registered bank holding company headquartered in Conroe, Texas that provides, through its bank subsidiary, Spirit of Texas Bank SSB (the “Bank”), a variety of financial services to individuals and corporate customers that are largely located or conducting business in Texas, and which operate in primarily agricultural, light industrial and commercial areas.
Risks and Uncertainties
COVID-19 Pandemic
In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China, and has since spread worldwide. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. In addition, the “Delta” and “Omicron” variants of COVID-19, which are the most transmissible variants identified to date, have spread in the United States in 2021. The impact of the these variants, or any other new variants of COVID-19, cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against variants, and the response by governmental bodies and regulators. The ongoing COVID-19 pandemic has severely impacted the level of economic activity in the local, national and global economies and financial markets. While the ability to transact business has become easier since the shelter in place orders of 2020, the Company and its customers continue to be adversely affected by the ongoing COVID-19 pandemic. The extent to which the COVID-19 pandemic, or any current or future variant thereof, negatively impacts the Company's business, results of operations, and financial condition, as well as its regulatory capital and liquidity ratios, is unknown at this time and will depend on future developments, including the scope and duration of the pandemic, or any current or future variants of COVID-19, and actions taken by governmental authorities and other third parties in response to the pandemic. If the pandemic is sustained for a prolonged period of time, it may further adversely impact the Company and impair the ability of the Company's customers to fulfill their contractual obligations to the Company. This could materially and adversely affect the Company’s business operations, asset valuations, financial condition, and results of operations.
In response to the pandemic, the President of the United States signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). This legislation aims to provide relief for individuals and businesses that have been negatively impacted by the coronavirus pandemic. Section 4013 of the CARES Act provides financial institutions the opportunity to opt out of applying the “troubled debt restructuring” (“TDR”) accounting guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) 310-40 for certain loan modifications. Loan modifications made between March 1, 2020 and the earlier of (i) 60 days after the end of the national emergency proclamation or (ii) December 31, 2020. Section 541 of the Consolidated Appropriations Act, 2021, amended Section 4013 of the CARES Act to extend this relief to the earlier of (i) 60 days after the end of the national emergency proclamation or (ii) January 1, 2022. A financial institution may elect to suspend U.S. generally accepted accounting principles (“GAAP”) only for a loan that was not more than 30 days past due as of December 31, 2019. The Bank adopted this provision of the CARES Act.
Additionally, the CARES Act contained provisions that impact federal income taxes including but not limited to an extension to pay and file federal tax returns, bonus depreciation on qualified improvement property and the ability to carry back certain net operating losses to a prior year. During 2020, the Bank utilized the filing and payment extension and net operating loss carryback provisions of the CARES Act.
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Basis of Presentation
The consolidated financial statements include the accounts of the Company and the Bank. All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and financial reporting policies the Company follows conform, in all material respects, to GAAP and to general practices with the financial services industry.
The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated financial statements were issued.
Use of Estimates
The preparation of financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Material estimates subject to significant change include the allowance for loan and lease losses, the expected cash flows and collateral values associated with impaired loans, the carrying value of other real estate owned (“OREO”), the fair value of financial instruments, including U.S. Small Business Administration (“SBA”) servicing assets, business combination fair value computations, the valuation of goodwill and other intangible assets, stock-based compensation and deferred income tax assets.
Significant Group Concentrations of Credit Risk
Most of the Company’s activities are with customers located within Texas. “Note 3. Investment Securities” discusses the types of investment securities in which the Company invests. “Note 4. Loans, net” discusses the types of lending that the Company engages in as well as loan concentrations. The Company does not have a significant concentration of credit risk with any one customer.
Fair Value Measurement
The Company uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. The Company groups its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs. These levels are as follows:
Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
Level 2—Observable inputs other than level 1 inputs, including quoted prices for similar assets and liabilities, quoted prices for identical assets and liabilities in less active markets and other inputs that can be corroborated by observable market data; and
Level 3—Unobservable inputs supported by limited or no market activity or data and inputs requiring significant management judgment or estimation; valuation techniques utilizing level 3 inputs include option pricing models, discounted cash flow models and similar techniques.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs in estimating fair value. Unobservable inputs are utilized in determining fair value estimates only to the extent that observable inputs are not available. The need to use unobservable inputs generally results from a lack of market liquidity and trading volume. Transfers between levels of fair value hierarchy are recorded at the end of the reporting period.
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Transfers of Financial Assets
The Company accounts for the transfers and servicing of financial assets in accordance with ASC 860, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
A servicing asset related to SBA loans is initially recorded when these loans are sold and the servicing rights are retained. The Company has elected the fair value method to subsequently measure retained servicing rights. An updated fair value of the servicing asset is obtained from an independent third party on a quarterly basis and any necessary adjustments are included in SBA loan servicing fees on the consolidated statement of income. The valuation begins with the projection of future cash flows for each asset based on their unique characteristics, our market-based assumptions for prepayment speeds and estimated losses and recoveries. The present value of the future cash flows are then calculated utilizing our market-based discount ratio assumptions. In all cases, the Company models expected payments for every loan for each quarterly period in order to create the most detailed cash flow stream possible.
The Company uses various assumptions and estimates in determining the impairment of the SBA servicing asset. These assumptions include prepayment speeds and discount rates commensurate with the risks involved and comparable to assumptions used by participants to value and bid servicing rights available for sale in the market.
Cash and Cash Equivalents
For the purpose of presentation in the financial statements of cash flows, cash and cash equivalents are defined as those amounts included in the balance sheet captions “cash and due from banks”, “interest-bearing deposits in other banks”, and “federal funds sold.” Generally, federal funds are purchased and sold for one day periods. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The majority of cash and cash equivalents of the Company are maintained with major financial institutions in the United States. As such, interest-bearing, non-transaction account deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and therefore, bear minimal risk. The Federal Deposit Insurance Corporation (the “FDIC”) insurance coverage is $250 thousand. The Company periodically evaluates the stability of the financial institutions with which it has deposits, and believes the risk of any potential credit loss is minimal. It was announced on March 15, 2020 that effective March 26, 2020 the Federal Reserve Bank of Dallas (the “FRB”) would reduce the regulatory reserve requirement to 0 percent, however, at December 31, 2021 and 2020, the Company had cash on hand or on deposit with the FRB of $210.3 million and $224.5 million, respectively.
Debt Investment Securities
The Company determines the classification of investment securities at the time of purchase. If the Company has the intent and the ability at the time of purchase to hold debt securities until maturity, they are classified as held-to-maturity. Investment securities held-to-maturity are stated at amortized cost. Debt securities the Company does not intend to hold to maturity are classified as available for sale and carried at estimated fair value with unrealized gains or losses reported as a separate component of stockholders’ equity in accumulated other comprehensive income (loss), net of applicable income taxes. Available for sale securities are a part of the Company’s asset/liability management strategy and may be sold in response to changes in interest rates, prepayment risk or other market factors. Management has elected to reclassify realized gains and losses from accumulated other comprehensive income when securities are sold on the trade date.
Interest income and dividends on securities are recognized in interest income on an accrual basis. Premiums and discounts on debt securities are amortized as an adjustment to interest income over the period to maturity of the related security using the effective interest method. Realized gains or losses on the sale of securities are determined using the specific identification method.
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The Company reviews investment securities for impairment on a quarterly basis or more frequently if events and circumstances warrant. In order to determine if a decline in fair value below amortized cost represents other-than-temporary impairment (“OTTI”), management considers several factors, including but not limited to, the length of time and extent to which the fair value has been less than the amortized cost basis, the financial condition and near-term prospects of the issuer (considering factors such as adverse conditions specific to the issuer and the security and ratings agency actions) and the Company’s intent and ability to retain the investment in order to allow for an anticipated recovery in fair value.
The Company recognizes OTTI of a debt security for which there has been a decline in fair value below amortized cost if (i) management intends to sell the security, (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, or (iii) the Company does not expect to recover the entire amortized cost basis of the security. The amount by which amortized cost exceeds the fair value of a debt security that is considered to have OTTI is separated into a component representing the credit loss, which is recognized in earnings, and a component related to all other factors, which is recognized in other comprehensive income (loss). The measurement of the credit loss component is equal to the difference between the debt security’s amortized cost basis and the present value of its expected future cash flows discounted at the security’s effective yield. If the Company intends to sell the security, or if it is more likely than not it will be required to sell the security before recovery, an OTTI write-down is recognized in earnings equal to the entire difference between the amortized cost basis and fair value of the security.
Marketable Equity Securities
The Company purchased mutual funds in fourth quarter of 2020 which are classified as marketable equity securities. As of December 31, 2021, marketable equity securities with a fair value of $23.7 million were recorded within equity investments on the consolidated balance sheet with changes in the fair value recorded through other noninterest income.
Federal Home Loan Bank (“FHLB”) and Independent BankersBank (“TIB”) Stock
The Bank is a member of the FHLB and the TIB and is required to maintain an investment in the stock of the FHLB and TIB. No market exists for these stocks, and the Bank’s investment can be liquidated only through redemption by the FHLB or TIB, at the discretion of and subject to conditions imposed by the FHLB and TIB. Historically, FHLB and TIB stock redemptions have been at cost (par value), which equals the Company’s carrying value. The Company monitors its investment in FHLB and TIB stock for impairment through review of recent financial results of the FHLB and TIB including capital adequacy and liquidity position, dividend payment history, redemption history and information from credit agencies. The Company has not identified any indicators of impairment of FHLB or TIB stock.
Loans Held for Sale
Loans held for sale consist of the guaranteed portion of SBA loans that the Company intends to sell after origination and are reflected at the lower of aggregate cost or fair value.
Loans Held for Investment
Loans that management has the intent and ability to hold for the foreseeable future are reported at their outstanding principal balances net of any allowance for loan and lease losses, unamortized deferred fees and costs and unamortized premiums or discounts. The net amount of nonrefundable loan origination fees and certain direct costs associated with the lending process are deferred and amortized to interest income over the contractual lives of the loans using methods which approximate the level yield method. Discounts and premiums are amortized or accreted to interest income over the estimated term of the loans using methods that approximate the level yield method. Interest income on loans is accrued based on the unpaid principal balance outstanding and the contractual terms of the loan agreements.
Acquired loans are recorded at their estimated fair value as of the acquisition date and subsequently accounted for under ASC 310-20, “Receivables – Nonrefundable Fees and Other Costs”. The fair value discount is accreted using methods which approximate the level yield method over the remaining term of the loans and is recognized as a component of interest income.
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A substantial portion of the loan portfolio is comprised of commercial and real estate loans throughout Texas. The ability of the Company’s debtors to honor their contracts is dependent upon the general economic conditions of this area.
The loans held for investment portfolio is segmented into commercial and industrial loans, 1-4 single family residential loans (including home equity loans), construction, land and development loans, commercial real estate loans, consumer loans and leases, and municipal and other loans. Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to repay the loan through operating profitably and effectively growing its business. The Company’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial loans are primarily made based on the credit quality and cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee to add strength to the credit and reduce the risk on a transaction to an acceptable level; however, some short-term loans may be made on an unsecured basis to the most credit worthy borrowers. Commercial loans also include loans originated under the Paycheck Protection Program and Main Street Lending Program. These loans are underwritten and originated in accordance with program guidelines.
Commercial real estate loans and 1-4 family single family residential loans are subject to underwriting standards and processes similar to commercial loans. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.
With respect to loans to developers and builders, the Company generally requires the borrower to have a proven record of success and an expertise in the building industry. Construction, land and development loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction, land and development loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction, land and development loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.
The Company’s non-real estate consumer loans and leases are based on the borrower’s proven earning capacity over the term of the loan. The Company monitors payment performance periodically for consumer loans to identify any deterioration in the borrower’s financial strength. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by management and staff. This activity, coupled with a relatively small volume of consumer loans, minimizes risk.
Municipal and other loans are comprised of loans to municipalities and emergency service, hospital and school districts primarily throughout Texas. The majority of these loans have tax or revenue pledges and in some cases are additionally supported by collateral. Municipal loans made without a direct pledge of taxes or revenues are usually made based on some type of collateral that represents an essential service.
SBA Lending Activities
The Bank originates loans to customers in the State of Texas and throughout the United States under an SBA program that generally provides for SBA guarantees of between 75 percent and 85 percent of each loan. The Bank routinely sells the guaranteed portion of its SBA loans to a third party and retains the servicing, holding the nonguaranteed portion in its portfolio. When the guaranteed portion of an SBA loan is sold, the premium received on the sale and the present value of future cash flows of the servicing assets are recognized in income. SBA servicing assets are recognized separately when rights are acquired through the sale of SBA guaranteed portion. These servicing rights are initially measured at fair value at the date of sale and included in the gain on sale. Updated fair values are obtained from an independent third party on a quarterly basis and adjustments are presented in SBA loan servicing fees on the consolidated statements of income. To determine the fair value of SBA Servicing Rights, the Bank uses market prices for comparable servicing contracts, when available, or alternatively, uses a valuation model that calculates the present value of estimated future net servicing income.
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In using this valuation method, the Bank incorporates assumptions that market participants would use in estimating future net servicing income, which includes estimates of the cost to service, the discount rate, custodial earnings rate, an inflation rate, ancillary income, prepayment speeds, default rates, late fees and losses. Serviced loans sold to others are not included in the accompanying balance sheet. Income (losses) and fees collected for loan servicing are included in SBA loan servicing fees in the consolidated statements of income.
Nonaccrual Loans
The Company classifies loans as past due when the payment of principal or interest is greater than 30 days delinquent based on the contractual next payment due date. The Company’s policies related to when loans are placed on nonaccrual status conform to guidelines prescribed by regulatory authorities. Loans are placed on nonaccrual status when it is probable that principal or interest is not fully collectible, or generally when principal or interest becomes 90 days past due, whichever occurs first. When loans are placed on nonaccrual status, interest receivable is reversed against interest income in the current period and amortization of any discount ceases. Interest payments received thereafter are applied as a reduction to the remaining principal balance unless management believes that the ultimate collection of the principal is likely, in which case payments are recognized in earnings on a cash basis. Loans are removed from nonaccrual status when they become current as to both principal and interest and the collectability of principal and interest is no longer doubtful.
Generally, a nonaccrual loan that is restructured remains on nonaccrual for a period of six months to demonstrate the borrower can meet the restructured terms. However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains classified as a nonaccrual loan.
Troubled Debt Restructurings (TDR)
In certain situations due to economic or legal reasons related to a borrower’s financial difficulties, the Company may grant a concession to the borrower for other than an insignificant period of time that it would not otherwise consider. At that time, the related loan is classified as a TDR and considered impaired. The concessions granted may include rate reductions, principal forgiveness, payment forbearance, extensions of maturity at rates of interest below those commensurate with the risk profile of the borrower, and other actions intended to minimize economic loss. A troubled debt restructured loan is generally placed on nonaccrual status at the time of the modification unless the borrower has no history of missed payments for six months prior to the restructuring. If the borrower performs pursuant to the modified loan terms for at least six months and the remaining loan balance is considered collectible, the loan is returned to accrual status.
Section 4013 of the CARES Act provides financial institutions the opportunity to opt out of applying the TDR accounting guidance in ASC 310-40 for certain loan modifications. Loan modifications made between March 1, 2020 and the earlier of (i) 60 days after the end of the national emergency proclamation or (ii) December 31, 2020. Section 541 of the Consolidated Appropriations Act of 2021, amended Section 4013 of the CARES Act to extend this relief to the earlier of (i) 60 days after the end of the national emergency proclamation or (ii) January 1, 2022.
Impaired Loans
Loans are 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 agreements. All impaired loans are reviewed individually for specific reserves on a quarterly basis.
Allowance for Loan and Lease Losses
The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The Company’s allowance for loan loss methodology includes allowance allocations
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calculated in accordance with ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, changes in the composition and volume of the portfolio, and specific loss allocations, with adjustments for current events and conditions. The Company’s process for determining the appropriate level of the allowance for loan losses is designated to account for credit deterioration as it occurs.
The provision for loan losses reflects management’s periodic evaluation of individual loans and changes to the required allowance for specific loans, economic factors, past loan loss experience, loan quality trends, including the levels of and trends related to nonaccrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors.
The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged-off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.
The Company’s allowance for loan losses consists of three elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances determined in accordance with ASC Topic 450 based on general economic conditions and other qualitative risk factors both internal and external to the Company.
The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of impaired loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the borrower’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. The initial analysis is performed by the relationship manager and credit rating is reviewed and approved by the Chief Credit Officer, Deputy Chief Credit Officer or the Bank’s President.
Specific valuation allowances are established when the discounted cash flows (or collateral value or observable market price) of an impaired loan is lower than the carrying value of that loan. Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Company derives historical loss rates from historical probability of default and loss given default, using a rolling five years of data. The historical loss rates are periodically updated based on actual charge-off experience.
The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans classified special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass.
In general, valuation allowances are determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Company’s lending management and staff; (ii) the effectiveness of the Company’s loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) changes in nature and loan portfolio
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volume; (v) the composition and concentrations of credit; (vi) the effectiveness of the loan review function; (vii) the impact of national and local economic business conditions; and (viii) the impact of external factors, such as competition or legal and regulatory requirements. The results are then input into a “general allocation matrix” to determine an appropriate general valuation allowance. Loan losses are charged-off in the period the loans, or portions thereof, are deemed uncollectible. Generally, the Company will record a loan charge-off (including a partial charge-off) to reduce a loan to the estimated fair value of the underlying collateral, less costs to sell, for collateral dependent loans. Subsequent recoveries, if any, are credited to the allowance for loan and lease losses. Management regularly reviews the loan portfolio and makes adjustments for loan losses, in order to maintain the allowance for loan and lease losses in accordance with GAAP.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation or amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets, except for land which is stated at cost. The useful lives of premises and equipment are: 30 to 40 years for bank premises; 3 to 5 years for computer equipment; and 5 to 10 years for furniture and equipment.
Leasehold improvements are amortized on a straight-line basis over the lesser of the lease terms, including certain renewals that were deemed probable at lease inception, or the estimated useful lives of the improvements. Purchased software and external direct costs of computer software developed for internal use are capitalized provided certain criteria are met and amortized over the useful lives of the software. Rent expense and rental income on operating leases are recorded using the straight-line method over the appropriate lease terms.
The Bank reviews the carrying value of long-lived assets and certain identifiable intangibles for impairment whenever events and changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as prescribed by ASC Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”.
OREO and Repossessed Assets
Real estate properties acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at their fair value less estimated disposition costs. When such assets are acquired, any shortfall between the loan carrying value and the estimated fair value of the underlying collateral less disposition costs is recorded as an adjustment to the allowance for loan and lease losses while any excess is recognized in income. The Company periodically performs a valuation of the property held; any excess of carrying value over fair value less disposition costs is charged to earnings as impairment. Routine maintenance and real estate taxes are expensed as incurred.
Bank Owned Life Insurance (“BOLI”)
The Bank owns life insurance policies on certain key, active employees and former directors. These policies are recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement, if applicable. Increases in the cash surrender value of these policies are included in noninterest income in the Consolidated Statements of Income. The Company’s BOLI policies are invested in general account and hybrid account products that have been underwritten by highly-rated third party insurance carriers.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the underlying fair value of merged entities. We assess goodwill for impairment annually as of December 31 of each year. The Company has 1 reporting unit, community banking, which includes the Bank, the Company’s wholly-owned banking subsidiary. If certain events occur which indicate goodwill might be impaired between annual tests, goodwill must be tested when such events occur. In making this assessment, we consider a number of factors including operating results, business plans, economic projections, anticipated future cash flows, current market data, etc. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. Changes in economic and operating conditions could result in goodwill impairment in future periods. The Bank did not identify any impairment on its outstanding goodwill from its most recent testing which was performed as of December 31, 2021.
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Core deposit intangible (“CDI”) is a measure of the value of checking and savings deposit relationships acquired in a business combination. The fair value of the CDI stemming from any given business combination is based on the present value of the expected cost savings attributable to the core deposit funding relative to an alternative source of funding. CDI is amortized over the estimated useful lives of the existing deposit relationships acquired, but does not exceed 12 years. Significantly all CDI is amortized using the sum of the years digits method. The Company evaluates such identifiable intangibles for impairment when events and circumstances indicate that its carrying amount may not be recoverable. If an impairment loss is determined to exist, the loss is reflected as an impairment charge in the Consolidated Statements of Income for the period in which such impairment is identified. NaN impairment charges were required to be recorded for the years ended December 31, 2021, 2020 or 2019.
Comprehensive Income
The Company presents as a component of comprehensive income the amounts from transactions and other events, which currently are excluded from the consolidated statements of income and are recorded directly to shareholders’ equity. These amounts consist of unrealized holding gains (losses) on available for sale securities and the accumulated gain on the effective portion of the cash flow hedge.
Income Taxes
Income tax expense is determined using the asset and liability method and consists of income taxes that are currently payable and deferred income taxes. Deferred income tax expense (benefit) is determined by recognizing deferred tax assets and liabilities for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. Changes in tax rates on deferred tax assets and liabilities are recognized in income in the period that includes the enactment date.
A valuation allowance is established for deferred tax assets when management determines that it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such determinations, the Company considers all available positive and negative evidence that may impact the realization of deferred tax assets. These considerations include future reversals of existing taxable temporary differences, projected future taxable income, and available tax planning strategies.
The Company files a consolidated federal income tax return including the results of its wholly owned subsidiary, the Bank. The Company estimates income taxes payable based on the amount it expects to owe the various tax authorities (i.e., federal and state). Income taxes represent the net estimated amount due to, or to be received from, such tax authorities. In estimating income taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of the Company’s tax position. Although the Company uses the best available information to record income taxes, underlying estimates and assumptions can change over time as a result of unanticipated events or circumstances such as changes in tax laws and judicial guidance influencing its overall tax position.
An uncertain tax position is recognized only if it is more-likely-than-not to be sustained upon examination, including resolution of any related appeals or litigation process, based on the technical merits of the position. The amount of tax benefit recognized in the financial statements is the largest amount of benefit that is more than fifty percent likely to be sustained upon ultimate settlement of the uncertain tax position. If the initial assessment fails to result in recognition of a tax benefit, the Company subsequently recognizes a tax benefit if there are changes in tax law or case law that raise the likelihood of prevailing on the technical merits of the position to more-likely-than-not, the statute of limitations expires, or there is a completion of an examination resulting in a settlement of that tax year or position with the appropriate agency. The Company’s policy is to classify interest and penalties associated with income taxes within other expenses.
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The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits in progress for any tax periods. Management believes it is no longer subject to income tax examinations for years prior to 2018.
Off-Balance Sheet Arrangements
The Company enters into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Substantially all of the commitments to extend credit are contingent upon customers maintaining specific credit standards until the time of loan funding. The Company decreases its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.
Standby letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, the Company would be entitled to seek recovery from the customer. The Company’s policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.
Stock-based Compensation
The Company sponsors equity incentive plans established in 2008 (the “2008 Stock Plan”) and in 2017 (the “2017 Stock Plan”) under which, among other things, stock options may be granted periodically to all full-time employees and directors of the Company or its affiliates at a specific exercise price to acquire shares of the Company’s common stock. Additionally, under the 2017 Stock Plan, the Company issues restricted stock units. Shares underlying the equity awards are issued out of authorized unissued common shares. Compensation cost is measured based on the estimated fair value of the award at the grant date and is recognized in earnings on a straight-line basis over the requisite service period. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model. This model requires assumptions as to the expected stock volatility, dividends, terms and risk-free rates. The expected volatility is based on the combination of the Company’s historical volatility and the volatility of comparable peer banks. The expected term represents the period of time that options are expected to be outstanding from the grant date. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the appropriate life of each stock option. The fair value of restricted stock units granted is calculated as the number of restricted stock units granted multiplied by the stock price on the date of grant.
Earnings per Common Share
The Company presents basic and diluted earnings per common share (“EPS”) data for its common stock. Basic EPS is calculated by dividing the net income attributable to shareholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares of common stock outstanding adjusted for the effects of all dilutive potential common shares comprised of options granted, restricted stock units awarded, and warrants. Potential common stock equivalents that have been issued by the Company related to outstanding stock options and warrants are determined using the treasury stock method. As of December 31, 2021 only one class of warrants is outstanding related to the Oasis acquisition.
The Company’s Series A Preferred stock are considered participating securities under ASC 260, “Earnings Per Share”, which means the security may participate in undistributed earnings with common stock. The holders of the Series A Preferred Stock would be entitled to share in dividends, on an as-converted basis, if the holders of common stock were to receive dividends, other than dividends in the form of common stock. In accordance with ASC 260, a company is required to use the two-class method when computing EPS when a company has a security that qualifies as a “participating security.” The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to common stockholders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding for the period. Diluted EPS for the Company’s common stock is computed using the more dilutive of the two-class method or the if-converted method.
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Treasury Stock
Common stock held in treasury is accounted for using the cost method, which treats stock held in treasury as a reduction to total stockholders’ equity. During the year ended December 31, 2021 the Company repurchased 58,506 shares of common stock at an average price per share of $18.74. The shares may be purchased in the open market or in privately negotiated transactions from time to time depending upon the market conditions and other factors over a one-year period or such longer period of time as may be necessary to complete such repurchases.
Derivative Financial Instruments
The Company offers certain derivative products directly to qualified commercial lending clients seeking to manage their interest rate risk. The Company economically hedges interest rate swap transactions to execute with commercial lending clients by entering into offsetting interest rate swap transactions with institutional derivatives market participants. Derivative transactions executed as part of this program are not designed as qualifying hedging relationships and are, therefore, carried at fair value with the change in fair value recorded as noninterest income. Because these derivatives have mirror-image contractual terms, in additional to collateral provisions which mitigate the impact of non-performance risk, the changers in fair value are expected to substantially offset.
Segment Reporting
The Company operates in 1 reportable segment of business, community banking, which includes the Bank, the Company’s wholly-owned banking subsidiary. Through the Bank, the Company provides a broad range of retail and commercial banking services. Management makes operating decisions and assesses performance based on an ongoing review of these banking operations, which constitute the Company’s only operating segment.
Recently Issued Accounting Pronouncements
ASU 2021-01, “Reference Rate Reform (Topic 848)” – Issued in January 2021, Accounting Standards Update (“ASU”) No. 2021-01 clarifies the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. The Update additionally clarified that a receive-variable-rate, pay-variable-rate cross-currency interest rate swap may be considered an eligible hedging instrument in a net investment hedge if both legs of the swap do not have the same repricing intervals and dates as a result of reference rate reform. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. See the discussion regarding the adoption of ASU 2020-04 below.
ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” – Issued in August 2020, Accounting Standards Update (“ASU”) No. 2020-06 addresses accounting complexities regarding convertible debt instruments and the derivatives scope exception for contracts in an entity’s own equity. The ASU reduces the number of available accounting models for convertible debt instruments in an attempt to reduce complexity and variation in practice. Additionally, the ASU improves the applicability of the derivatives scope exception for contracts in an entity’s own equity by clarifying settlement guidance and balance sheet classification. ASU 2020-06 is effective for public entities for fiscal years beginning after December 15, 2021 and for and for all other entities in fiscal years beginning after December 15, 2023. Management does not believe adoption of this ASU will have a material impact on the consolidated financial statements given that the Company does not currently hold any convertible debt instruments or any in-scope derivative contracts.
ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” – Issued in March 2020, ASU No. 2020-04 provides relief for companies preparing for discontinuation of interest rates such as LIBOR. LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by numerous entities. ASU 2020-04 provides optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform. The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract
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without additional analysis and other optional expedients regarding embedded features. Optional expedients for hedge accounting permits changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provides relief for assessing hedge effectiveness for cash flow hedges. Companies are able to apply ASU 2020-04 immediately; however, the guidance will only be available for a limited time (generally through December 31, 2022). The adoption of ASU 2020-04 has not had a material impact on the Company’s financial position or results of operations.
ASU 2019-11, “Financial Instruments-Credit Losses: Codification Improvements Topic 326” – Issued in November 2019, Accounting Standards Update (“ASU”) No. 2019-11 clarifies and addresses specific issues about certain aspects of the amendments in ASU 2016-13. For the Company, the provisions of this ASU are effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. See the discussions regarding the adoption of ASU 2016-13 below.
ASU 2019-10, “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” – Issued in November 2019, ASU No. 2019-10 addresses the change in philosophy to the effective dates including amendments issued after the issuance of the original ASUs. See the discussions regarding the adoption of ASU 2016-13 and ASU 2016-02 below.
ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” – Issued in April 2019, ASU No. 2019-04 clarifies a number of issues discussed at the June 2018 and November 2018 Credit Losses Transition Resource Group meetings. The clarifications address a variety of identified issues including but not limited to the treatment of accrued interest receivable as it relates to the allowance for credit losses, transfers between loan classifications and categories, recoveries, and using projections of future interest rate environments in expected cash flow calculations. Management is evaluating these clarifications concurrently with our assessment of ASU 2016-13.
ASU 2018-13, “Fair Value Measurement Disclosure Framework” – Issued in August 2018, ASU No. 2018-13 modifies the disclosure requirements on fair value measurements outlined in Topic 820, Fair Value Measurements. Specifically the amendments in the ASU remove the requirements to disclose the amount and reasons for transfers between fair value hierarchy levels, the policy for timing of transfers between levels, the valuation processes for Level 3 fair value measurements, and for nonpublic entities, disclosure of the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements. Additionally, the ASU adds disclosure requirements regarding changes in unrealized gains and losses for the period included in other comprehensive income related to Level 3 fair value measurements, and disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments of ASU 2018-13 are effective for all entities for interim and annual periods beginning after December 15, 2019. Management adopted the provisions of this ASU removing fair value disclosure requirements as of December 31, 2018 as early adoption of the removal provisions was allowed and adopted the remaining provisions of the ASU as of January 1, 2020. The adoption of the remaining provisions within ASU 2018-13 did not significantly impact the Company’s consolidated financial statements.
ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” Issued in January 2017, ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity, prior to the amendments in ASU 2017-04, had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, in accordance with the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. However, under the amendments in ASU 2017-04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test. ASU 2017-04 is effective prospectively for public entities for annual, or any interim, goodwill impairment tests in fiscal years beginning after December 15, 2019 and for all other entities for impairment tests in fiscal years beginning after December 15, 2021. Management adopted this ASU using the public company effective date as early adoption was
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permitted. The adoption of ASU 2017-04 did not significantly impact the Company’s consolidated financial statements.
ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” Issued in June 2016, ASU 2016-13 will add FASB ASC Topic 326, “Financial Instruments-Credit Losses,” and finalizes amendments to FASB ASC Subtopic 825-15, “Financial Instruments-Credit Losses.” The amendments of ASU 2016-13 are intended to provide financial statement users with more decision-useful information related to expected credit losses on financial instruments and other commitments to extend credit by replacing the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. The amendments of ASU 2016-13 eliminate the probable initial recognition threshold and, in turn, reflect an entity’s current estimate of all expected credit losses. ASU 2016-13 does not specify the method for measuring expected credit losses, and an entity is allowed to apply methods that reasonably reflect its expectations of the credit loss estimate. Additionally, the amendments of ASU 2016-13 require that credit losses on available for sale debt securities be presented as an allowance rather than as a write-down. The amendments of ASU 2016-13 were originally effective for public entities for interim and annual periods beginning after December 15, 2019 and for all other entities for periods beginning after December 15, 2020. Issued in November 2019, ASU 2019-10, “Financial Instruments-Credit Losses, Derivatives and Hedging, and Leases” alters the effective date of ASU 2016-13 for private companies. Under the provisions of ASU 2019-10, ASU 2016-13 is now effective for fiscal years beginning after December 15, 2022 including interim periods within those years for non-public business entities. Earlier application is permitted for interim and annual periods beginning after December 15, 2018. Management has elected to adopt this ASU using the updated private company effective date and is currently evaluating the impact this ASU will have on the consolidated financial statements and that evaluation will depend on economic conditions and the composition of the Company’s loan and lease portfolio at the time of adoption.
ASU 2016-02, “Leases (Topic 842).” Issued in February 2016, ASU 2016-02 was issued by the FASB to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. ASU 2016-02 will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The amendments of ASU 2016-02 are effective for public entities for interim and annual periods beginning after December 15, 2018 and for other entities for periods beginning after December 15, 2019. The adoption of this ASU will result in an increase to the Consolidated Balance Sheets for right-of-use assets and associated lease liabilities for operating leases in which the Company is the lessee. Under current accounting standards, all of the Company's leases are classified as operating leases and, as such, are not recognized on the Company's Consolidated Balance Sheet. Additionally, in July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases, Targeted Improvements. The amendments in these updates provide additional clarification and implementation guidance on certain aspects of ASU 2016-02 and have the same effective and transition requirements as ASU 2016-02. Specifically, ASU 2018-11 creates an additional transition method option allowing entities to record a cumulative effect adjustment to opening retained earnings in the year of adoption. In December 2018, the FASB further issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements for Lessors. The amendments in this update permits lessors to make an accounting policy election to not evaluate whether certain sales taxes and other similar taxes are lessor costs or lessee costs and instead account for the costs as if they were lessee costs. Additionally, the amendment requires lessors to exclude from variable payments, and therefore revenue, lessor costs paid by lessees directly to third parties. The amendments also require lessors to account for costs excluded from the consideration of a contract that are paid by the lessor and reimbursed by the lessee as variable payments. In March 2019, the FASB also issued ASU 2019-01, Leases (Topic 842) Codification Improvements, to further clarify certain identified issues regarding implementation of ASU 2016-02. Specifically, the amendments in ASU 2019-01 clarify the determination of fair value of underlying assets by lessors that are not manufacturers or dealers, the cash flow presentation of sales-type or direct financing leases, and transition disclosures for interim periods. Issued in November 2019, ASU 2019-10, “Financial Instruments-Credit Losses, Derivatives and Hedging, and Leases” alters the effective date of ASU 2016-02 for private companies. Under the provisions of ASU 2019-10, ASU 2016-02 is now effective for fiscal years beginning after December 15, 2020 including interim periods within those years for non-public business entities. Management adopted these ASUs as of January 1, 2021 using the modified retrospective approach. The
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result of adoption was the recording of a right of use asset of $6.4 million and an operating lease liability of $6.6 million. See Note 12 for additional information.
NOTE 2. REVENUE RECOGNITION
The Company accounts for revenue from contracts with customers in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, which provides that revenue be recognized in a manner that depicts the transfer of goods or services to a customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenue from contracts with customers is recognized either over time as performance obligations are fulfilled, or at a point in time when control of the goods or services are transferred to the customer. The Company’s noninterest income, excluding all of SBA loan servicing fees, gain on sales of loans, net, and gain on sales of investment securities, are considered within the scope of ASC Topic 606. Each category of in-scope revenue streams is discussed below.
Deposit Accounts Core Service Charges
Core service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts) and monthly service fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Deposit Account Transaction Based Fee Income
Transaction based fee income on deposit accounts consists of variable revenue streams associated with activities which a deposit account holder may initiate on a transaction by transaction basis. The majority of transaction based fee income arises from interchange revenue received when deposit customers use a debit card for a point of sale transaction over a third-party card payment network. Interchange revenue is recorded net of related interchange expenses in the month in which the transaction occurs.
Merchant services income is realized through a third party service provider who is contracted by the Bank under a referral arrangement. Such fees represent fees charged to merchants to process their debit card transactions, in addition to account management fees. The third-party service provider also issues credit cards as private label in the Company's name in exchange for a referral fee. Fees are earned and recorded in the same period as the referral occurs and the card is issued.
Other transaction based service charges on deposit accounts include revenue from processing wire transfers, issuing cashier’s checks, processing check orders, and renting safe deposit boxes. The Company’s performance obligation related to these service charges is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or charged to the customers’ account in the period the service is provided. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.
Referral Fees
Spirit utilizes third-party vendors to provide services to the Company and its customers that are not economically feasible to provide on a stand-alone basis. These services include access to the secondary market for mortgage loans not held for investment and providing interest rate swaps to customers interested in hedging interest rate risk. In exchange for providing these third-party vendors with new customers, Spirit receives a referral fee.
With respect to mortgage referral fees, the Company’s performance obligation is satisfied when the referred customer closes a mortgage loan with the third-party vendor and payment of the referral fee is typically received immediately.
Swap referral fees are recognized when an existing or new loan customer enters into a swap agreement with the third-party vendor. Spirit is not a counterparty to the swap, and the performance obligation is satisfied at the
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time the swap agreement is signed. Payment of the referral fee is received within three days of the signed swap agreement.
The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended December 31, 2021, 2020 and 2019:
| For the Years Ended December 31, | |
| 2021 | | | | 2020 | | | 2019 | |
Non-Interest Income | | | | | | | | | | | | |
In-scope of Topic 606 | | | | | | | | | | | | |
Deposit accounts core service charges | $ | 1,493 | | | | $ | 1,214 | | | $ | 589 | |
Deposit account transaction based fee income | | 4,771 | | | | | 4,446 | | | | 3,121 | |
Swap referral fees | | 1,301 | | | | | 1,950 | | | | - | |
Mortgage referral fees | | 1,353 | | | | | 1,334 | | | | 713 | |
Non-Interest Income (in-scope of Topic 606) | | 8,918 | | | | | 8,944 | | | | 4,423 | |
Non-Interest Income (out-of-scope of Topic 606) | | 5,153 | | | | | 9,932 | | | | 10,144 | |
Total Non-Interest Income | $ | 14,071 | | | | $ | 18,876 | | | $ | 14,567 | |
Contract Balances
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s non-interest revenue streams are largely based on transactional activity, or standard month-end revenue accruals. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. The Company did not have any significant contract balances at December 31, 2021, 2020 or 2019.
Contract Acquisition Costs
In connection with the adoption of ASC Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. The Company has not capitalized any contract acquisition costs for the years ending December 31, 2021, 2020 or 2019.
NOTE 3. BUSINESS COMBINATIONS
Simmons Branch Acquisition
On February 28, 2020, the Company completed its acquisition of certain assets and assumption of certain liabilities associated with 5 branch offices of Simmons Bank (the “Simmons branch acquisition”). The offices are located in Austin, San Antonio and Tilden, Texas. The Company paid total cash for the purchase of $131.6 million. The Simmons branch acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”.
The Company has recognized total goodwill of $11.5 million which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair market value of identifiable assets acquired. Goodwill in the amount of $7.5 million recognized is expected to be deductible for income tax purposes and will be amortized over 15 years.
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The Company incurred expenses related to the Simmons branch acquisition of approximately $441 thousand for the year ended December 31, 2020, which are included in noninterest expense in the consolidated statements of income. The Company did 0t incur any expenses related to the acquisition for the year ended December 31, 2019.
The Company did 0t identify any loans deemed purchased credit impaired at the acquisition date. Non-credit impaired loans had a preliminary fair value of $255.5 million at the acquisition date and contractual balance of $260.3 million. As of the acquisition date, the Company expects that an insignificant amount of the contractual balance of these loans will be uncollectible. The difference of $4.8 million will be recognized into interest income as an adjustment to yield over the life of the loans.
Estimated fair values of the assets acquired and the liabilities assumed in the Simmons branch acquisition as of the closing date are as follows:
Assets of acquired bank (Dollars in thousands): | | | | |
Cash and cash equivalents | | $ | 418 | |
Loans held for investment | | | 255,455 | |
Premises and equipment | | | 2,195 | |
Goodwill | | | 11,456 | |
Core deposit intangible | | | 10 | |
Other assets | | | 1,756 | |
Total assets acquired | | $ | 271,290 | |
Liabilities of acquired bank: | | | | |
Deposits | | $ | 139,672 | |
Other liabilities | | | 47 | |
Total liabilities assumed | | $ | 139,719 | |
Cash paid | | $ | 131,571 | |
As of June 30, 2020, management completed evaluating the fair values of all assets acquired and liabilities assumed in the Simmons branch acquisition.
Revenues and earnings of Simmons branches since the acquisition date have not been disclosed as these branches were merged into the Company during 2020.
NOTE 4. INVESTMENT SECURITIES
The amortized cost, gross unrealized gains and losses and approximate fair values of debt securities available for sale are as follows:
| | Amortized | | | Unrealized | | | Fair | |
December 31, 2021 | | Cost | | | Gains | | | Losses | | | Value | |
| | (Dollars in thousands) | |
Available for sale: | | | | | | | | | | | | | | | | |
State and municipal obligations | | $ | 35,130 | | | $ | 177 | | | $ | 37 | | | $ | 35,270 | |
Residential mortgage-backed securities | | | 329,803 | | | | 14 | | | | 8,206 | | | | 321,611 | |
Corporate bonds and other debt securities | | | 42,677 | | | | 1,298 | | | | 108 | | | | 43,867 | |
Total available for sale | | $ | 407,610 | | | $ | 1,489 | | | $ | 8,351 | | | $ | 400,748 | |
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| | Amortized | | | Unrealized | | | Fair | |
December 31, 2020 | | Cost | | | Gains | | | Losses | | | Value | |
| | (Dollars in thousands) | |
Available for sale: | | | | | | | | | | | | | | | | |
U.S. treasuries | | $ | 36,258 | | | $ | 927 | | | $ | 0 | | | $ | 37,185 | |
State and municipal obligations | | | 132,130 | | | | 278 | | | | 267 | | | | 132,142 | |
Residential mortgage-backed securities | | | 42,768 | | | | 433 | | | | 109 | | | | 43,093 | |
Total available for sale | | $ | 211,156 | | | $ | 1,638 | | | $ | 376 | | | $ | 212,420 | |
There were $281.8 million and $91.5 million in securities pledged at December 31, 2021 and 2020, respectively to collateralize public funds.
The amortized cost and estimated fair value of securities available for sale, by contractual maturity, are as follows:
| | Amortized | | | Fair | |
December 31, 2021 | | Cost | | | Value | |
| | (Dollars in thousands) | |
Available for sale: | | | | | | | | |
Due in one year or less | | $ | 3,130 | | | $ | 3,152 | |
Due after one year through five years | | | 1,323 | | | | 1,347 | |
Due after five years through ten years | | | 35,993 | | | | 36,907 | |
Due after ten years | | | 37,361 | | | | 37,731 | |
Residential mortgage-backed securities | | | 329,803 | | | | 321,611 | |
Total available for sale | | $ | 407,610 | | | $ | 400,748 | |
For purposes of the maturity table, residential mortgage-backed securities, the principal of which are repaid periodically, are presented as a single amount. The expected lives of these securities will differ from contractual maturities because borrowers may have the right to prepay the underlying loans with or without prepayment penalties.
The following tables present the estimated fair values and gross unrealized losses on investment securities available for sale, aggregated by investment category and length of time individual securities have been in a continuous unrealized loss position as of the periods presented:
| | Less than 12 Months | | | 12 Months or More | | | Total | |
| | Fair | | | Unrealized | | | Fair | | | Unrealized | | | Fair | | | Unrealized | |
December 31, 2021 | | Value | | | Loss | | | Value | | | Loss | | | Value | | | Loss | |
| | (Dollars in thousands) | |
Available for sale: | | | | | | | | | | | | | | | | | | | | | | | | |
State and municipal obligations | | $ | 12,286 | | | $ | 37 | | | $ | — | | | $ | — | | | $ | 12,286 | | | $ | 37 | |
Residential mortgage-backed securities | | | 280,530 | | | | 7,309 | | | | 38,946 | | | | 897 | | | | 319,476 | | | | 8,206 | |
Corporate bonds and other debt securities | | | 4,935 | | | | 65 | | | | 4,205 | | | | 43 | | | | 9,140 | | | | 108 | |
Total available for sale | | $ | 297,751 | | | $ | 7,411 | | | $ | 43,151 | | | $ | 940 | | | $ | 340,902 | | | $ | 8,351 | |
| | Less than 12 Months | | | 12 Months or More | | | Total | |
| | Fair | | | Unrealized | | | Fair | | | Unrealized | | | Fair | | | Unrealized | |
December 31, 2020 | | Value | | | Loss | | | Value | | | Loss | | | Value | | | Loss | |
| | (Dollars in thousands) | |
Available for sale: | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities | | $ | 53,598 | | | $ | 267 | | | $ | — | | | $ | — | | | $ | 53,598 | | | $ | 267 | |
Corporate bonds and other debt securities | | | 17,087 | | | | 109 | | | | — | | | | — | | | | 17,087 | | | | 109 | |
Total available for sale | | $ | 70,685 | | | $ | 376 | | | $ | — | | | $ | — | | | $ | 70,685 | | | $ | 376 | |
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At December 31, 2021, the Company’s security portfolio consisted of 105 securities, of which 70 were in an unrealized loss position. The unrealized losses for these securities resulted primarily from changes in interest rates and spreads.
The Company monitors its investment securities for OTTI. Impairment is evaluated on an individual security basis considering numerous factors, and its relative significance. The Company has evaluated the nature of unrealized losses in the investment securities portfolio to determine if OTTI exists. The unrealized losses relate to changes in market interest rates and specific market conditions that do not represent credit-related impairments. Furthermore, the Company does not intend to sell nor is it more likely than not that it will be required to sell these investments before the recovery of their amortized cost basis. Management has completed an assessment of each security in an unrealized loss position for credit impairment and has determined that 0 individual security was other-than-temporarily impaired at December 31, 2021. The following describes the basis under which the Company has evaluated OTTI:
State and Municipal Obligations:
The unrealized losses associated with state and municipal obligations are primarily driven by changes in interest rates.
Residential Mortgage-Backed Securities (“MBS”):
The unrealized losses associated with residential MBS are primarily driven by changes in interest rates. The majority of residential mortgage-backed securities held by the Company are issued by U.S. government-sponsored entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government.
Corporate Bonds and Other Debt Securities:
The unrealized losses associated with corporate bonds and other debt securities are primarily driven by changes in interest rates.
The Company sold 5 securities during the year ended December 31, 2021 and 46 securities during the year ended December 31, 2020. There were 216 securities sold for the year ended December 31, 2019. Sale proceeds and gross realized gains and losses on the sale of securities available for sale are shown below. The cost of securities sold is based on the specific identification method.
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | (Dollars in thousands) | |
Sale proceeds from sale of available for sale securities | | $ | 6,918 | | | $ | 34,023 | | | $ | 171,260 | |
Gross realized gains | | | 91 | | | | 1,031 | | | | 4,637 | |
Gross realized losses | | | (86 | ) | | | — | | | | (55 | ) |
Net realized gains (losses) | | $ | 5 | | | $ | 1,031 | | | $ | 4,582 | |
Equity investments at fair value consist of an investment in the CRA Qualified Investment Fund. At December 31, 2021, the fair value of equity securities totalled $23.7 million. Subsequent changes in fair value are recognized in other noninterest income. The Company recorded net losses of $669 thousand in other noninterest income related to unrealized losses and $334 thousand in dividend income during the year ended December 31, 2021. There were 0 fair value changes subsequent to purchase and through the year ended December 31, 2020.
Taxable interest and dividends on investment securities were $5.7 million, $2.1 million and $4.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Tax-exempt interest on investment securities was $627 thousand, $193 thousand and $541 thousand for the years ended December 31, 2021, 2020 and 2019, respectively.
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NOTE 5. LOANS
Loans consisted of the following at December 31, 2021 and 2020:
| | December 31, 2021 | |
| | | | | | | | | | | | |
| | Acquired Loans(1) | | | Organic Loans | | | Total Loans | |
| | (Dollars in thousands) | |
Commercial and industrial loans (2) | | $ | 28,924 | | | $ | 435,773 | | | $ | 464,697 | |
Real estate: | | | | | | | | | | | | |
1-4 single family residential | | | 58,869 | | | | 303,286 | | | | 362,155 | |
Construction, land and development | | | 31,430 | | | | 369,522 | | | | 400,952 | |
Commercial real estate (including multifamily) | | | 210,805 | | | | 820,086 | | | | 1,030,891 | |
Consumer loans and leases | | | 1,263 | | | | 5,044 | | | | 6,307 | |
Municipal and other loans | | | 4,508 | | | | 52,591 | | | | 57,099 | |
Total loans held in portfolio (3) | | $ | 335,799 | | | $ | 1,986,302 | | | $ | 2,322,101 | |
| | December 31, 2020 | |
| | | | | | | | | | | | |
| | Acquired Loans(1) | | | Organic Loans | | | Total Loans | |
| | (Dollars in thousands) | |
Commercial and industrial loans (2) | | $ | 53,857 | | | $ | 521,129 | | | $ | 574,986 | |
Real estate: | | | | | | | | | | | | |
1-4 single family residential | | | 93,840 | | | | 270,299 | | | | 364,139 | |
Construction, land and development | | | 131,734 | | | | 283,754 | | | | 415,488 | |
Commercial real estate (including multifamily) | | | 333,489 | | | | 623,254 | | | | 956,743 | |
Consumer loans and leases | | | 3,088 | | | | 8,650 | | | | 11,738 | |
Municipal and other loans | | | 6,103 | | | | 59,335 | | | | 65,438 | |
Total loans held in portfolio (3) | | $ | 622,111 | | | $ | 1,766,421 | | | $ | 2,388,532 | |
(1) | Acquired loans in 2021 and 2020 include loans acquired in the Comanche, Beeville, Citizens, and Simmons acquisitions. All loans originated after acquisition close date are included in organic loans. |
(2) | Balance includes $53.7 million and $70.8 million of the unguaranteed portion of SBA loans as of December 31, 2021 and 2020, respectively. Balance also includes $43.9 and $277.8 million of PPP loans outstanding as of December 31, 2021 and 2020, respectively. |
(3) | Balance includes $(8.1) and $(8.2) million of deferred fees, cost, premium and discount as of December 31, 2021 and 2020, respectively. |
At December 31, 2021 and 2020, the Company had pledged loans as collateral for FHLB advances of $993.4 million and $927.3 million, respectively. Additionally, at December 31, 2020, the Company had pledged loans as collateral associated with the Board of Governors of the Federal Reserve System’s (“Federal Reserve”) Paycheck Protection Program Liquidity Facility (“PPPLF”) of $149.8 million. At December 31, 2021, all borrowings under the PPPLF had been repaid and no loans were pledged as collateral. There were 0 consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process as of December 31, 2021 and 2020.
In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. Total PPP loans at December 31, 2021 and 2020 were $43.9 million and $277.8 million, respectively, and are included in the commercial and industrial segment of our loan portfolio. These loans are fully guaranteed by the SBA, carry a contractual term of two to five years and an interest rate of 1.00%. In conjunction with originating PPP loans, the Company recorded deferred origination costs and deferred origination fees. At December 31, 2021, $979 thousand of unamortized origination fees net of costs remain to be recognized over the 3.3 year remaining weighted average life of the loans or at the date of forgiveness if earlier. During the year ended December 31, 2021, $8.0 million of origination fees net of costs have been recognized due to PPP loan forgiveness by the SBA and normal amortization. During the year ended December 31, 2020, $7.1 million of origination fees net of costs were recognized due to PPP loan forgiveness by the SBA and normal amortization. In conjunction with the PPP, we also participated in the PPPLF which extended loans to banks who are loaning money to small businesses under the PPP. As of December 31, 2021, the Company had no borrowings under the PPPLF. The maturity date of a borrowing under the PPPLF was equal the maturity date of the PPP loan pledged to
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secure the borrowing and would be accelerated (i) if the underlying PPP loan goes into default and is sold to the SBA to realize on the SBA guarantee or (ii) to the extent that any PPP loan forgiveness reimbursement is received from the SBA. Borrowings under the PPPLF were included in long-term liabilities on the consolidated balance sheet and beared interest at a rate of 0.35%. Additionally, a bank may exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for the purposes of calculating its leverage ratio, while PPP loans that are not pledged as collateral to the PPPLF will be included.
The Company originates and sells loans secured by the SBA. The Company retains the unguaranteed portion of the loan and servicing on the loans sold and receives a fee based upon the principal balance outstanding. During the years ended December 31, 2021, 2020 and 2019, the Company sold approximately $10.1 million, $21.1 million and $47.8 million, respectively, in SBA loans to third parties. The loan sales resulted in realized gains of $967 thousand, $1.8 million and $4.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Loans serviced for others are not included in the accompanying balance sheets. The unpaid principal balances of loans serviced for others were $154.3 million and $193.3 million at December 31, 2021 and 2020, respectively. SBA loan servicing fees were $1.2 million, $1.2 million and $929 thousand for the years ended December 31, 2021, 2020 and 2019, respectively.
During the year ended December 31, 2020, we began originating loans to qualified mid-sized businesses under the Main Street Lending Program administered by the Federal Reserve Bank of Boston special purpose vehicle. Under the terms of the program 95 percent of the loan balance is purchased by the Federal Reserve Bank of Boston special purpose vehicle one day following origination. During the year ended December 31, 2021, the Company sold approximately $10.5 million of loans to the Federal Reserve Bank of Boston special purpose vehicle. The loan sales resulted in realized gains of $99 thousand for the year ended December 31, 2021. During the year ended December 31, 2020, the Company sold approximately $400.3 million of loans to the Federal Reserve Bank of Boston special purpose vehicle. The loan sales resulted in gains of $3.6 million for the year ended December 31, 2020. At December 31, 2021 the unpaid principal balance of loans serviced for others related to the Main Street Lending Program was $333.1 million.
In the ordinary course of business, the Company makes loans to executive officers and directors. Loans to these related parties, including companies in which they are principal owners, are as follows:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | (Dollars in thousands) | |
Principal outstanding, beginning of year | | $ | 7,581 | | | $ | 6,005 | | | $ | 107 | |
Additions (reductions) of affiliations | | | — | | | | — | | | | 3,402 | |
New loans made in current year | | | 1,052 | | | | 4,867 | | | | 4,512 | |
Repayments | | | (3,225 | ) | | | (3,291 | ) | | | (2,016 | ) |
Principal outstanding, end of year | | $ | 5,408 | | | $ | 7,581 | | | $ | 6,005 | |
Total unfunded commitments to related parties were $1.2 million and $861 thousand at December 31, 2021 and 2020, respectively.
NOTE 6. ALLOWANCE FOR LOAN AND LEASE LOSSES
The allowance for loan and lease losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The methodology is based on historical loss experience by type of credit and internal risk grade, changes in the composition and volume of the portfolio, and specific loss allocations, with adjustments for current events and conditions. The Company’s process for determining the appropriate level of the allowance for loan and lease losses is designated to account for credit deterioration as it occurs.
On April 2, 2019, the Company closed its acquisition of First Beeville Financial Corporation and its subsidiary, The First National Bank of Beeville (together, “Beeville”). At the date of acquisition, Beeville had $298.9 million in loans. In accordance with ASC 805 “Business Combinations”, the Company utilized a third
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party to value the loan portfolio as of the acquisition date. Based upon the third party valuation, the fair value of the loans was approximately $296.4 million at the acquisition date. The overall discount calculated was $2.5 million and will be accreted into interest income over the life of the loans.
On November 15, 2019, the Company closed its acquisition of Chandler Bancorp, Inc. and its subsidiary, Citizens State Bank (together, “Citizens”). At the date of acquisition, Citizens had $253.1 million in loans. In accordance with ASC 805 “Business Combinations”, the Company utilized a third party to value the loan portfolio as of the acquisition date. Based upon the third party valuation, the preliminary fair value of the loans was approximately $250.3 million at the acquisition date. The overall discount calculated was $2.8 million and will be accreted into interest income over the life of the loans.
On February 28, 2020, the Company closed its acquisition of certain assets and assumption of certain liabilities associated with five offices of Simmons Bank. At the date of acquisition, the offices had $260.3 million in loans. In accordance with ASC 805, “Business Combinations”, the Company utilized a third party to value the loan portfolio as of the acquisition date. Based upon the third-party valuation, the fair value of the loans was approximately $255.5 million at the acquisition date. The overall discount calculated was $4.8 million and will be accreted into interest income over the life of the loans.
Purchased credit impaired loans related to the Comanche acquisition were insignificant, and the Bank did 0t identify any purchased credit impaired loans related to the Beeville acquisition or the Simmons branch acquisition. Management identified purchased credit impaired loans related to the Citizens of approximately $3.2 million and estimated that expected cash flows were equal to contractual cash flows at the acquisition date. The remaining recorded investment in purchased credit impaired loans related to the Citizens acquisition was $455 thousand at December 31, 2021 and the Company believes that all contractual principal and interest will be received. Purchased credit impaired loans related to the Citizens acquisition are not included in the impaired loans disclosure within this Note.
At December 31, 2021 0 provision for loan losses has been recorded for PPP loans. These loans are fully guaranteed by the federal government and therefore carry a 0 percent reserve. PPP loans also carry a put-back provision pursuant to which the Bank would have to repay any losses to the SBA in the event that a loan is fraudulently originated and the Bank is at fault. Management does not deem a put-back reserve necessary at this time.
The following tables present information related to the allowance for loan and lease losses for the periods presented:
| | Allowance Rollforward | |
| | Beginning | | | | | | | | | | | | | | | Ending | |
For the Year Ended December 31, 2021 | | Balance | | | Charge-offs | | | Recoveries | | | Provision | | | Balance | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 9,086 | | | $ | (3,538 | ) | | $ | 169 | | | $ | 4,068 | | | $ | 9,785 | |
Real estate: | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 147 | | | | (13 | ) | | | 1 | | | | (44 | ) | | | 91 | |
Construction, land and development | | | 1,744 | | | | - | | | | - | | | | (58 | ) | | | 1,686 | |
Commercial real estate (including multifamily) | | | 4,843 | | | | - | | | | - | | | | (131 | ) | | | 4,712 | |
Consumer loans and leases | | | 145 | | | | (50 | ) | | | 83 | | | | (106 | ) | | | 72 | |
Municipal and other loans | | | 61 | | | | - | | | | 6 | | | | (18 | ) | | | 49 | |
Ending allowance balance | | $ | 16,026 | | | $ | (3,601 | ) | | $ | 259 | | | $ | 3,711 | | | $ | 16,395 | |
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| | Allowance Rollforward | |
| | Beginning | | | | | | | | | | | | | | | Ending | |
For the Year Ended December 31, 2020 | | Balance | | | Charge-offs | | | Recoveries | | | Provision | | | Balance | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 4,078 | | | $ | (1,877 | ) | | $ | 89 | | | $ | 6,796 | | | $ | 9,086 | |
Real estate: | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 31 | | | | (21 | ) | | | — | | | $ | 137 | | | | 147 | |
Construction, land and development | | | 1,055 | | | | — | | | | — | | | $ | 689 | | | | 1,744 | |
Commercial real estate (including multifamily) | | | 1,451 | | | | — | | | | — | | | $ | 3,392 | | | | 4,843 | |
Consumer loans and leases | | | 68 | | | | (222 | ) | | | 57 | | | $ | 242 | | | | 145 | |
Municipal and other loans | | | 54 | | | | — | | | | 6 | | | $ | 1 | | | | 61 | |
Ending allowance balance | | $ | 6,737 | | | $ | (2,120 | ) | | $ | 152 | | | $ | 11,257 | | | $ | 16,026 | |
| | Allowance Rollforward | |
| | Beginning | | | | | | | | | | | | | | | Ending | |
For the Year Ended December 31, 2019 | | Balance | | | Charge-offs | | | Recoveries | | | Provision | | | Balance | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 4,453 | | | $ | (2,508 | ) | | $ | 147 | | | $ | 1,986 | | | $ | 4,078 | |
Real estate: | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 59 | | | | — | | | | 65 | | | | (93 | ) | | | 31 | |
Construction, land and development | | | 731 | | | | — | | | | — | | | | 324 | | | | 1,055 | |
Commercial real estate (including multifamily) | | | 960 | | | | — | | | | — | | | | 491 | | | | 1,451 | |
Consumer loans and leases | | | 80 | | | | (134 | ) | | | 20 | | | | 102 | | | | 68 | |
Municipal and other loans | | | 3 | | | | — | | | | 5 | | | | 46 | | | | 54 | |
Ending allowance balance | | $ | 6,286 | | | $ | (2,642 | ) | | $ | 237 | | | $ | 2,856 | | | $ | 6,737 | |
Credit Quality Indicators
In evaluating credit risk, the Company looks at multiple factors; however, management considers delinquency status to be the most meaningful indicator of the credit quality of 1-4 single family residential, home equity loans and lines of credit and consumer loans. Delinquency statistics are updated at least monthly. Internal risk ratings are considered the most meaningful indicator of credit quality for commercial, construction, land and development and commercial real estate loans. Internal risk ratings are updated on a continuous basis as the Company receives updated borrower financials and other documents.
The following tables present an aging analysis of the recorded investment for delinquent loans by portfolio and segment:
| | Accruing | | | | | | | | | |
| | | | | | 30 to 59 | | | 60 to 89 | | | 90 or More | | | | | | | | | |
| | | | | | Days Past | | | Days Past | | | Days Past | | | Non- | | | | | |
December 31, 2021 | | Current | | | Due | | | Due | | | Due | | | Accrual | | | Total | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 459,659 | | | $ | 573 | | | $ | 368 | | | $ | — | | | $ | 4,097 | | | $ | 464,697 | |
Real estate: | | | | | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 361,667 | | | | 420 | | | | 18 | | | | — | | | | 50 | | | | 362,155 | |
Construction, land and development | | | 400,205 | | | | 679 | | | | 68 | | | | — | | | | — | | | | 400,952 | |
Commercial real estate (including multifamily) | | | 1,029,941 | | | | 6 | | | | 3 | | | | — | | | | 941 | | | | 1,030,891 | |
Consumer loans and leases | | | 6,257 | | | | 2 | | | | — | | | | — | | | | 48 | | | | 6,307 | |
Municipal and other loans | | | 57,067 | | | | 19 | | | | — | | | | — | | | | 13 | | | | 57,099 | |
Total loans | | $ | 2,314,796 | | | $ | 1,699 | | | $ | 457 | | | $ | — | | | $ | 5,149 | | | $ | 2,322,101 | |
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| | Accruing | | | | | | | | | |
| | | | | | 30 to 59 | | | 60 to 89 | | | 90 or More | | | | | | | | | |
| | | | | | Days Past | | | Days Past | | | Days Past | | | Non- | | | | | |
December 31, 2020 | | Current | | | Due | | | Due | | | Due | | | Accrual | | | Total | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 567,491 | | | $ | 2,295 | | | $ | 271 | | | $ | — | | | $ | 4,929 | | | $ | 574,986 | |
Real estate: | | | | | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 362,505 | | | | 99 | | | | 28 | | | | — | | | | 1,507 | | | | 364,139 | |
Construction, land and development | | | 415,135 | | | | 136 | | | | — | | | | — | | | | 217 | | | | 415,488 | |
Commercial real estate (including multifamily) | | | 953,823 | | | | 1,084 | | | | — | | | | — | | | | 1,836 | | | | 956,743 | |
Consumer loans and leases | | | 11,618 | | | | 8 | | | | 4 | | | | — | | | | 108 | | | | 11,738 | |
Municipal and other loans | | | 65,416 | | | | — | | | | 22 | | | | — | | | | — | | | | 65,438 | |
Total loans | | $ | 2,375,988 | | | $ | 3,622 | | | $ | 325 | | | $ | — | | | $ | 8,597 | | | $ | 2,388,532 | |
There were 0 loans 90 days or more past due and still accruing at December 31, 2021 or 2020. All loans with active deferral periods related to the COVID-19 pandemic are excluded from nonaccrual and days past due reporting.
At December 31, 2021, non-accrual loans that were 30 to 59 days past due were $139 thousand, non-accrual loans that were 60 to 89 days past due were $16 thousand, and non-accrual loans that were 90 days or more past due were $3.7 million. At December 31, 2020, non-accrual loans that were 30 to 59 days past due were $930 thousand, non-accrual loans that were 60 to 89 days past due were $545 thousand, and non-accrual loans that were 90 days or more past due were $2.2 million.
Loans exhibiting potential credit weaknesses that deserve management’s close attention and that if left uncorrected may result in deterioration of the repayment capacity of the borrower are categorized as special mention. Loans with well-defined credit weaknesses including payment defaults, declining collateral values, frequent overdrafts, operating losses, increasing balance sheet leverage, inadequate cash flow, project cost overruns, unreasonable construction delays, past due real estate taxes or exhausted interest reserves are assigned an internal risk rating of substandard. Loans classified as substandard can be on an accrual or non-accrual basis, as determined by its unique characteristics. A loan with a weakness so severe that collection in full is highly questionable or improbable will be assigned an internal risk rating of doubtful.
The following table summarizes the Company’s loans by key indicators of credit quality:
| | | | | | Special | | | | | | | | | |
December 31, 2021 | | Pass | | | Mention | | | Substandard | | | Doubtful | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 451,340 | | | $ | 220 | | | $ | 13,131 | | | $ | 6 | |
Real estate: | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 361,812 | | | | — | | | | 343 | | | | — | |
Construction, land and development | | | 400,952 | | | | — | | | | — | | | | — | |
Commercial real estate (including multifamily) | | | 1,008,827 | | | | 13,508 | | | | 8,556 | | | | — | |
Consumer loans and leases | | | 6,257 | | | | — | | | | 50 | | | | — | |
Municipal and other loans | | | 53,354 | | | | 3,715 | | | | 30 | | | | — | |
Total loans | | $ | 2,282,542 | | | $ | 17,443 | | | $ | 22,110 | | | $ | 6 | |
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| | | | | | Special | | | | | | | | | |
December 31, 2020 | | Pass | | | Mention | | | Substandard | | | Doubtful | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 554,685 | | | $ | 1,332 | | | $ | 18,723 | | | $ | 246 | |
Real estate: | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 360,337 | | | | — | | | | 3,802 | | | | — | |
Construction, land and development | | | 411,151 | | | | 4,120 | | | | 217 | | | | — | |
Commercial real estate (including multifamily) | | | 935,865 | | | | 10,913 | | | | 9,965 | | | | — | |
Consumer loans and leases | | | 11,626 | | | | — | | | | 112 | | | | — | |
Municipal and other loans | | | 62,273 | | | | 3,085 | | | | 80 | | | | — | |
Total loans | | $ | 2,335,937 | | | $ | 19,450 | | | $ | 32,899 | | | $ | 246 | |
Internal risk ratings and other credit metrics are key factors in identifying loans to be individually evaluated for impairment and impact management’s estimates of loss factors used in determining the amount of the allowance for loan and lease losses.
The following table shows the Company’s investment in loans disaggregated based on the method of evaluating impairment:
| | Loans - Recorded Investment | | | Allowance for Credit Loss | |
| | Individually | | | Collectively | | | Individually | | | Collectively | |
| | Evaluated for | | | Evaluated for | | | Evaluated for | | | Evaluated for | |
December 31, 2021 | | Impairment | | | Impairment | | | Impairment | | | Impairment | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 4,129 | | | $ | 460,568 | | | $ | 3,276 | | | $ | 6,509 | |
Real estate: | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 173 | | | $ | 361,982 | | | | — | | | $ | 91 | |
Construction, land and development | | | — | | | $ | 400,952 | | | | — | | | $ | 1,686 | |
Commercial real estate (including multifamily) | | | 941 | | | $ | 1,029,950 | | | | 265 | | | $ | 4,447 | |
Consumer loans and leases | | | 48 | | | $ | 6,259 | | | | 48 | | | $ | 24 | |
Municipal and other loans | | | 13 | | | $ | 57,086 | | | | 4 | | | $ | 45 | |
Total loans | | $ | 5,304 | | | $ | 2,316,797 | | | $ | 3,593 | | | $ | 12,802 | |
| | Loans - Recorded Investment | | | Allowance for Credit Loss | |
| | Individually | | | Collectively | | | Individually | | | Collectively | |
| | Evaluated for | | | Evaluated for | | | Evaluated for | | | Evaluated for | |
December 31, 2020 | | Impairment | | | Impairment | | | Impairment | | | Impairment | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 4,978 | | | $ | 570,008 | | | $ | 3,488 | | | $ | 5,598 | |
Real estate: | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 1,637 | | | | 362,502 | | | | 1 | | | | 146 | |
Construction, land and development | | | 217 | | | | 415,271 | | | | — | | | | 1,744 | |
Commercial real estate (including multifamily) | | | 1,837 | | | | 954,906 | | | | 500 | | | | 4,343 | |
Consumer loans and leases | | | 108 | | | | 11,630 | | | | 90 | | | | 55 | |
Municipal and other loans | | | 52 | | | | 65,386 | | | | — | | | | 61 | |
Total loans | | $ | 8,829 | | | $ | 2,379,703 | | | $ | 4,079 | | | $ | 11,947 | |
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The following tables set forth certain information regarding the Company’s impaired loans that were evaluated for specific reserves:
| | Impaired Loans - with Allowance | | | Impaired Loans - with No Allowance | |
| | | | | | Unpaid | | | | | | | | | | | Unpaid | |
| | Recorded | | | Principal | | | Related | | | Recorded | | | Principal | |
December 31, 2021 | | Investment | | | Balance | | | Allowance | | | Investment | | | Balance | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 3,700 | | | $ | 3,673 | | | $ | 3,276 | | | $ | 429 | | | $ | 431 | |
Real estate: | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | — | | | | — | | | | — | | | | 173 | | | | 173 | |
Construction, land and development | | | — | | | | — | | | | — | | | | — | | | | — | |
Commercial real estate (including multifamily) | | | 441 | | | | 441 | | | | 265 | | | | 500 | | | | 500 | |
Consumer loans and leases | | | 48 | | | | 48 | | | | 48 | | | | — | | | | — | |
Municipal and other loans | | | 13 | | | | 12 | | | | 4 | | | | — | | | | — | |
Total loans | | $ | 4,202 | | | $ | 4,174 | | | $ | 3,593 | | | $ | 1,102 | | | $ | 1,104 | |
| | Impaired Loans - with Allowance | | | Impaired Loans - with No Allowance | |
| | | | | | Unpaid | | | | | | | | | | | Unpaid | |
| | Recorded | | | Principal | | | Related | | | Recorded | | | Principal | |
December 31, 2020 | | Investment | | | Balance | | | Allowance | | | Investment | | | Balance | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 4,407 | | | $ | 4,453 | | | $ | 3,488 | | | $ | 566 | | | $ | 571 | |
Real estate: | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 5 | | | | 5 | | | | 1 | | | | 1,632 | | | | 1,612 | |
Construction, land and development | | | — | | | | — | | | | — | | | | 217 | | | | 215 | |
Commercial real estate (including multifamily) | | | 1,308 | | | | 1,281 | | | | 500 | | | | 528 | | | | 528 | |
Consumer loans and leases | | | 90 | | | | 90 | | | | 90 | | | | 24 | | | | 28 | |
Municipal and other loans | | | — | | | | — | | | | — | | | | 52 | | | | 52 | |
Total loans | | $ | 5,810 | | | $ | 5,829 | | | $ | 4,079 | | | $ | 3,019 | | | $ | 3,006 | |
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | Average | | | Interest | | | Average | | | Interest | | | Average | | | Interest | |
| | Recorded | | | Income | | | Recorded | | | Income | | | Recorded | | | Income | |
| | Investment | | | Recognized | | | Investment | | | Recognized | | | Investment | | | Recognized | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | $ | 5,045 | | | $ | — | | | $ | 4,864 | | | $ | — | | | $ | 2,790 | | | $ | — | |
Real estate: | | | | | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 182 | | | | — | | | | 1,658 | | | | — | | | | 2,011 | | | | — | |
Construction, land and development | | | — | | | | — | | | | 216 | | | | — | | | | 219 | | | | — | |
Commercial real estate (including multifamily) | | | 1,022 | | | | — | | | | 271 | | | | — | | | | 241 | | | | — | |
Consumer loans and leases | | | 51 | | | | — | | | | 51 | | | | — | | | | 26 | | | | — | |
Municipal and other loans | | | 17 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Total loans | | $ | 6,317 | | | $ | — | | | $ | 7,060 | | | $ | — | | | $ | 5,287 | | | $ | — | |
F-33
Troubled Debt Restructurings:
Section 4013 of the CARES Act provides financial institutions the opportunity to opt out of applying the TDR accounting guidance in ASC 310-40 for certain loan modifications. Loan modifications made between March 1, 2020 and the earlier of i) 60 days after the end of the national emergency proclamation or ii) December 31, 2020. Section 541 of the Consolidated Appropriations Act of 2021, amended Section 4013 of the CARES Act to extend this relief to the earlier of i) 60 days after the end of the national emergency proclamation or ii) January 1, 2022. Throughout 2021, the Company offered borrowers 90 day full payment deferrals or interest only payment periods of 90 days. At December 31, 2021, loans with an unpaid principal balance of $13.9 million remain in deferral periods. Loans returning to regularly scheduled payments during 2021 have also caused the decrease in accrued interest shown on the consolidated balance sheets at December 31, 2021 compared to December 31, 2020.
The following table summarizes TDRs for the periods presented. Modifications may include, but are not limited to, granting a material extension of time, entering into a forbearance agreement, adjusting the interest rate, accepting interest only payments for an extended period of time, a change in the amortization period or a combination of any of these.
| | December 31, | |
| | 2021 | | | 2020 | |
| | Number of | | | Recorded | | | Number of | | | Recorded | |
| | Contracts | | | Investment | | | Contracts | | | Investment | |
| | (Dollars in thousands) | |
Performing TDRs: | | | | | | | | | | | | | | | | |
Commercial and industrial loans | | | 2 | | | $ | 32 | | | | 2 | | | $ | 49 | |
Real estate: | | | | | | | | | | | | | | | | |
1-4 single family residential | | | 2 | | | | 123 | | | | 3 | | | | 130 | |
Construction, land and development | | | — | | | | — | | | | — | | | | — | |
Commercial real estate (including multifamily) | | | — | | | | — | | | | — | | | | — | |
Consumer loans and leases | | | — | | | | — | | | | — | | | | — | |
Municipal and other loans | | | — | | | | — | | | | 1 | | | | 52 | |
Total performing TDRs | | | 4 | | | | 155 | | | | 6 | | | | 231 | |
Nonperforming TDRs | | | 13 | | | 459 | | | | 14 | | | 652 | |
Total TDRs | | | 17 | | | $ | 614 | | | | 20 | | | $ | 883 | |
Allowance attributable to TDRs | | | | | | $ | 224 | | | | | | | $ | 421 | |
The following table summarizes newly designated TDRs as well as modifications made to existing TDRs. Post-modification balances represent the recorded investment at the end of Day 2 in which the modification was made:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | | | | | Pre- | | | Post- | | | | | | | | | | | Pre- | | | Post- | | | | | | | | | | | Pre- | | | Post- | | | | | |
| | | | | | Modification | | | Modification | | | | | | | | | | | Modification | | | Modification | | | | | | | | | | | Modification | | | Modification | | | | | |
| | | | | | Outstanding | | | Outstanding | | | | | | | | | | | Outstanding | | | Outstanding | | | | | | | | | | | Outstanding | | | Outstanding | | | | | |
| | Number of | | | Recorded | | | Recorded | | | Related | | | Number of | | | Recorded | | | Recorded | | | Related | | | Number of | | | Recorded | | | Recorded | | | Related | |
| | Contracts | | | Investment | | | Investment | | | Allowance | | | Contracts | | | Investment | | | Investment | | | Allowance | | | Contracts | | | Investment | | | Investment | | | Allowance | |
| | (Dollars in thousands) | |
Commercial and industrial loans | | | — | | | $ | — | | | $ | — | | | $ | — | | | | 9 | | | $ | 423 | | | $ | 423 | | | $ | 396 | | | | 4 | | | $ | 145 | | | $ | 139 | | | $ | 113 | |
Real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1-4 single family residential | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Construction, land and development | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Commercial real estate (including multifamily) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Consumer loans and leases | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Municipal and other loans | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
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During the year ended December 31, 2021, 0 loans that had been restructured within the past 12 months defaulted. During the year ended December 31, 2020, 1 loan that had been restructured within the past 12 months defaulted resulting in charge-offs of $85 thousand. There have been 3defaults of troubled debt restructurings that took place within 12 months of restructure resulting in charge-offs of $181 thousands during the year ended December 31, 2019.
NOTE 7. PREMISES AND EQUIPMENT
The major components of premises and equipment are as follows:
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Land | | $ | 19,369 | | | $ | 21,167 | |
Building and improvements | | | 56,343 | | | | 53,541 | |
Furniture, fixtures and equipment | | | 16,512 | | | | 15,504 | |
Leasehold improvements | | | 1,550 | | | | 1,550 | |
Construction in process | | | 36 | | | | 3,896 | |
Automobiles | | | 1,815 | | | | 1,806 | |
Total | | | 95,625 | | | | 97,464 | |
Less: Accumulated depreciation | | | (18,334 | ) | | | (14,116 | ) |
Total premises and equipment, net | | $ | 77,291 | | | $ | 83,348 | |
Total depreciation expense was $4.4 million, $4.1 million, and $2.8 million for the years ended December 31, 2021, 2020, and 2019, respectively.
The estimated costs to complete all open construction projects at December 31, 2021 was $50 thousand.
NOTE 8. GOODWILL AND INTANGIBLES
Goodwill and other intangible assets, which consist of core deposit intangibles, are summarized as follows:
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Beginning goodwill | | $ | 77,681 | | | $ | 68,503 | |
Measurement period adjustments | | | - | | | | (2,278 | ) |
Arising from business combinations | | | - | | | | 11,456 | |
Ending goodwill | | $ | 77,681 | | | $ | 77,681 | |
| | | | | | | | |
Core deposit intangible | | $ | 19,722 | | | $ | 19,722 | |
Less: Accumulated amortization | | | (14,971 | ) | | | (11,904 | ) |
Core deposit intangible, net | | $ | 4,751 | | | $ | 7,818 | |
Amortization expense for core deposit intangibles for the years ended December 31, 2021, 2020 and 2019 totalled $3.1 million, $3.7 million and $3.6 million, respectively.
The estimated amount of amortization expense for core deposit intangible assets to be recognized over the next five fiscal years is as follows:
Type of intangibles | | 2022 | | | 2023 | | | 2024 | | | 2025 | | | 2026 | |
| | (Dollars in thousands) | |
Core deposit intangible | | $ | 2,212 | | | $ | 1,499 | | | $ | 745 | | | $ | 200 | | | | 73 | |
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NOTE 9. SBA SERVICING ASSET
SBA servicing assets are recognized separately when rights are acquired through the sale of SBA guaranteed portion. These servicing rights are initially measured at fair value at the date of sale and included in the gain on sale. Updated fair values are obtained from an independent third party on a quarterly basis and adjustments are presented in SBA loan servicing fees on the consolidated statements of income. To determine the fair value of SBA Servicing Rights, the Company uses market prices for comparable servicing contracts, when available, or alternatively, uses a valuation model that calculates the present value of estimated future net servicing income.
The risks inherent in the SBA servicing asset relate primarily to changes in prepayments that result from shifts in interest rates. The following summarizes the activity pertaining to SBA servicing rights, which are in the consolidated balance sheets, for the years ended December 31, 2021 and 2020:
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Beginning balance | | $ | 2,953 | | | $ | 3,355 | |
Origination of servicing assets | | | 186 | | | | 370 | |
Change in fair value | | | | | | | | |
Due to run-off | | | (540 | ) | | | (545 | ) |
Due to market changes | | | (355 | ) | | | (227 | ) |
Ending balance | | $ | 2,244 | | | $ | 2,953 | |
NOTE 10. DEPOSITS
The following table sets forth the Company’s deposits by category:
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Noninterest-bearing demand deposits | | $ | 803,546 | | | $ | 727,543 | |
Interest-bearing demand deposits | | | 650,588 | | | | 472,075 | |
Interest-bearing NOW accounts | | | 13,008 | | | | 10,288 | |
Savings and money market accounts | | | 751,404 | | | | 610,571 | |
Time deposits | | | 563,845 | | | | 638,658 | |
Total deposits | | $ | 2,782,391 | | | $ | 2,459,135 | |
Time deposits $250,000 and greater | | | 197,861 | | | | 190,236 | |
Related party deposits (executive officers and directors) | | $ | 19,363 | | | $ | 18,767 | |
The aggregate amount of overdraft demand deposits reclassified to loans was $95 thousand and $88 thousand at December 31, 2021 and 2020, respectively. The aggregate amount of maturities for time deposits for each of the five years following the latest balance sheet date totalled $480.3 million, $59.0 million, $8.1 million, $8.3 million and $6.7 million, respectively.
The Company had 0brokered certificates of deposit as of December 31, 2021 or 2020. At December 31, 2021 and 2020, the Company had $1.1 million and $16.4 million of CDARS deposits, respectively.
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NOTE 11. FHLB AND OTHER BORROWINGS
The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by certain securities and loans. At December 31, 2021 and 2020, the Company had pledged loans as collateral for FHLB advances of $993.4 million and $927.3 million, respectively. At December 31, 2021, the Company had additional capacity to borrow from the FHLB of $841.9 million.
Short-term borrowings
Short-term FHLB borrowings: As of December 31, 2021, the Company had 0 short-term FHLB borrowings. As of December 31, 2020, the Company had $10 million of short-term FHLB borrowings with an average interest rate of 0.70%. All short-term FHLB borrowings outstanding at December 31, 2020 had fixed interest rates.
Long-term borrowings
Components of long-term borrowings consist of:
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Long-term FHLB borrowings | | $ | 38,485 | | | $ | 51,890 | |
PPPLF borrowings | | | — | | | | 149,848 | |
Subordinated notes, net of issuance costs | | | 36,452 | | | | 36,296 | |
Secured borrowings | | | - | | | | 3,986 | |
Long-term borrowings, net | | $ | 74,937 | | | $ | 242,020 | |
Line of Credit: The Company entered into an unsecured line of credit with a third-party lender in May 2017 which allowed it to borrow up to $20.0 million. The interest rate on the facility is LIBOR plus 4.00% per annum, and unpaid principal and interest is due at the stated maturity on May 12, 2022. The line of credit may be prepaid at any time without penalty, so long as such prepayment includes the payment of all interest accrued through the date of the repayments, and, in the case of prepayment of the entire loan, the amount of attorneys’ fees and disbursements of the lender. During 2019, the line of credit was increased to a total borrowing capacity of $50.0 million. There were 0 outstanding advances at December 31, 2021 or 2020.
Long-term FHLB borrowings:
Long-term borrowings from the FHLB outstanding for the periods presented are as follows:
| | | | | | Range of | | Weighted | | | | | | | Range of | | Weighted | |
| | December 31, | | | Contractual | | Average | | | December 31, | | | Contractual | | Average | |
| | 2021 | | | Interest Rates | | Interest Rate | | | 2020 | | | Interest Rates | | Interest Rate | |
| | (Dollars in thousands) | |
Repayable during the years ending December 31, | | | | | | | | | | | | | | | | | | | | |
2021 | | | — | | | 1.48% - 2.99% | | | 0.00 | % | | | 8,636 | | | 1.48% - 2.99% | | | 1.73 | % |
2022 | | | 1,379 | | | 1.86% - 2.99% | | | 2.34 | % | | | 4,584 | | | 1.86% - 2.99% | | | 2.23 | % |
2023 | | | 5,787 | | | 1.86% - 2.99% | | | 2.43 | % | | | 6,489 | | | 1.86% - 2.99% | | | 2.44 | % |
2024 | | | 10,266 | | | 1.86% - 2.99% | | | 2.62 | % | | | 10,723 | | | 1.86% - 2.99% | | | 2.62 | % |
2025 | | | 2,507 | | | 1.86% - 2.84% | | | 2.26 | % | | | 2,649 | | | 1.86% - 2.99% | | | 2.26 | % |
2026-2031 | | | 18,546 | | | 2.10% - 2.69% | | | 2.26 | % | | | 18,809 | | | 2.10% - 2.99% | | | 2.26 | % |
Total long-term FHLB borrowings | | $ | 38,485 | | | | | | | | | $ | 51,890 | | | | | | | |
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For the years ended December 31, 2021 and 2020 the Company maintained long-term borrowings with the FHLB averaging $45.1 million and $65.0 million, respectively, with an average cost of approximately 2.44% and 2.29% respectively. Substantially all long-term FHLB borrowings outstanding at December 31, 2020 and 2019 had fixed interest rates. At December 31, 2021 and December 31, 2020, $16 million of FHLB borrowings outstanding were callable.
The Company maintained 5, unsecured Federal Funds lines of credit with commercial banks which provide for extensions of credit with an availability to borrow up to an aggregate $115.0 million as of December 31, 2021. There were 0 advances under these lines of credit outstanding as of December 31, 2021 and 2020.
PPPLF: In conjunction with the PPP, the Company also participated in the Federal Reserve's PPPLF, which expired on July 30, 2021. There were 0 borrowings outstanding under the PPPLF at December 31, 2021. The maturity date of a borrowing under the PPPLF was equal the maturity date of the PPP loan pledged to secure the borrowing and would be accelerated (i) if the underlying PPP loan goes into default and is sold to the SBA to realize on the SBA guarantee or (ii) to the extent that any PPP loan forgiveness reimbursement is received from the SBA. Borrowings under the PPPLF were included in long-term liabilities on the Company’s consolidated balance sheet and beared interest at a rate of 0.35%.
Subordinated Notes: On July 24, 2020, the Company issued $37 million aggregate principal amount of 6.00% fixed-to-floating rate subordinated notes due 2030. The Notes will initially bear interest at a fixed annual rate of 6.00%, payable quarterly, in arrears, to, but excluding, July 31, 2025. From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be the then-current three-month Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York (provided, that in the event the benchmark rate is less than zero, the benchmark rate will be deemed to be zero) plus 592 basis points, payable quarterly, in arrears. The amount outstanding at December 31, 2021 and 2020, was $37.0 million.
Secured borrowings : Due to the rights retained on certain loan participations sold, the Company is deemed to have retained effective control over these loans under ASC Topic 860, “Transfers and Servicing”, and therefore these participations sold must be accounted for as a secured borrowing. At December 31, 2021, the Company had 0 securing borrowings. At December 31, 2020, total secured borrowings were $4.0 million representing an increase in loans held for investment and matching increase in long-term borrowings.
NOTE 12. LEASES
ASU 2016-02, “Leases (Topic 842),” was adopted by the Company on January 1, 2021. The Company adopted FASB ASC Topic 842 utilizing the modified retrospective transition approach prescribed by ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” The Company did not elect the package of practical expedients, which includes reassessing whether any expired or existing contracts are or contain leases, reassessing the lease classification and reassessing initial direct costs. Also, the Company did not elect to adopt the hindsight practical expedient therefore maintaining the lease terms previously determined under FASB ASC Topic 840, “Leases.” The Company accounts for lease and non-lease components separately where applicable as such amounts are readily determinable.
Once the Company identifies and determines certain contracts are leases according to FASB ASC Topic 842, the Company classifies it as an operating or a finance lease and recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The lease liability represents the present value of the lease payments that remain unpaid as of the commencement date and ROU is the initial lease liability recognized for the lease plus any lease payments made to the lessor at or before the commencement date as well as any initial direct costs less any lease incentives received.
The Company does not have any finance leases at December 31, 2021. The Company has operating leases for its office branches, operations offices, and certain equipment utilized at those properties. Property leases typically have original lease terms ranging from 1 to 10 years, some of which may also include an option to extend the lease beyond the original lease term. The Company includes renewal and termination options within the lease term if deemed reasonably certain of exercise. The remainder of the lease portfolio is comprised of equipment leases that
F-38
have remaining lease terms of 1 year to 3 years. Operating leases may vary in term and, from time to time, include incentives and/or rent escalations. Examples of these type of incentives may include periods of “free” rent and leasehold improvement incentives. The Company recognizes incentives on a straight-line basis over the lease term as a reduction or increase to rent expense, as applicable, within occupancy and equipment expenses in the consolidated statements of income. As of December 31, 2021, the Company’s operating lease ROU asset and operating lease liability totaled $4.5 million and $4.7 million, respectively. The Company’s leases typically have one or more renewal options included in the lease contract. Due to the nature of the Company’s leases, for leases with renewal options available, the Company evaluates each lease to determine if exercise of the renewal option is reasonably certain.
In order to calculate its ROU assets and lease liabilities, FASB ASC Topic 842 requires the Company to use the rate of interest implicit in the lease when readily determinable. If the rate implicit in the lease is not readily determinable, the Company is required to use its incremental borrowing rate, which is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. The Company was unable to determine the implicit interest rate in any of the leases and therefore used its incremental borrowing rate.
The table below presents additional information related to the Company’s leases as of December 31, 2021:
| | December 31, 2021 | |
Weighted-average remaining term (in years) - operating leases | | | 4.22 | |
Weighted-average discount rate - operating leases (1) | | | 4.00 | % |
(1) The incremental borrowing rate used to calculate the lease liability was determined based on facts and circumstances of the economic environment and the Company's credit standing as of the effective date of ASC 842. Additionally, the total lease term and total lease payments were also considered in determining the rate. | | | | |
The Company’s leases have remaining lease terms of 1 to 10 years, with a weighted average lease term of 4.22 years at December 31, 2021.
The following is a schedule of the Company’s operating lease liabilities by contractual maturity as of December 31, 2021:
| | (Dollars in thousands) | |
2022 | | | 1,784 | |
2023 | | | 1,009 | |
2024 | | | 812 | |
2025 | | | 625 | |
Thereafter | | | 883 | |
Total Lease Payments | | | 5,113 | |
Less: Imputed Interest | | | (393 | ) |
Total present value of lease liabilities | | | 4,720 | |
Total operating lease costs of $2.4 million were included as part of occupancy and equipment expense for the twelve months ended December 31, 2021. Included in these costs is $157 thousand relating to the lease of the Colleyville branch location from Beall Legacy Partners L.P., an entity controlled by one of the Company’s directors and his children. The Company believes the amounts paid and terms of the lease are reasonable, customary, and consistent with market.
F-39
The below table shows the supplemental cash flow information related to the Company’s operating leases for the three and nine months ended December 31, 2021:
| | For the Year Ended | |
| | December 31, 2021 | |
| | (Dollars in thousands) | |
Operating cash flows (fixed payments) included in occupancy and equipment expenses | | $ | 2,243 | |
Operating cash flows (liability reduction) included in occupancy and equipment expenses | | | 1,850 | |
NOTE 13. REGULATORY CAPITAL
The Company and the Bank are subject to risk-based capital standards by which bank holding companies and banks are evaluated in terms of capital adequacy. These regulatory capital requirements are administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to each maintain minimum amounts and ratios. The Company’s and the Bank’s Total, Tier 1 and Common Equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations), and Tier 1 capital (as defined in the regulations) to average assets (as defined in the regulations) are set forth in the table below. The risk-based capital rules require that banks and holding companies maintain a “capital conservation buffer” of 250 basis points in excess of the “minimum capital ratio.” The minimum capital ratio is equal to the prompt corrective action adequately capitalized threshold ratio. Failure to maintain the required capital conservation buffer will result in limitations on capital distributions and on discretionary bonuses to executive officers. Management believes, as of December 31, 2021 and 2020, that the Company and the Bank met all capital adequacy requirements to which they were subject.
As of December 31, 2021, the most recent notification from the regulatory banking agencies categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum Total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. To the knowledge of management, there are no conditions or events since these notifications that have changed the Bank’s category.
F-40
The table below provides a comparison of the Company’s and the Bank’s risk-based capital ratios and leverage ratios to the minimum regulatory requirements as of the dates indicated:
| | | | | | | | | | | | | | | | | | Minimum Capital | | | | | | | | | |
| | | | | | | | | | Minimum Capital | | | Requirement with | | | Minimum To Be Well | |
| | Actual | | | Requirement | | | Capital Buffer | | | Capitalized | |
| | Amount | | | Ratio | | | Amount | | | Ratio | | | Amount | | | Ratio | | | Amount | | | Ratio | |
| | (Dollars in thousands) | |
December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage ratio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | $ | 332,676 | | | | 10.64 | % | | $ | 125,104 | | | | 4.0 | % | | $ | 125,104 | | | | 4.000 | % | | N/A | | | N/A | |
Bank | | | 332,686 | | | | 10.65 | % | | | 124,936 | | | | 4.0 | % | | | 124,936 | | | | 4.000 | % | | | 156,170 | | | | 5.0 | % |
Common equity tier 1 capital ratio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | | 332,676 | | | | 13.41 | % | | | 111,662 | | | | 4.5 | % | | | 173,696 | | | | 7.000 | % | | N/A | | | N/A | |
Bank | | | 332,686 | | | | 12.82 | % | | | 116,760 | | | | 4.5 | % | | | 181,627 | | | | 7.000 | % | | | 168,653 | | | | 6.5 | % |
Tier 1 risk-based capital ratio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | | 332,676 | | | | 13.41 | % | | | 148,882 | | | | 6.0 | % | | | 210,913 | | | | 8.500 | % | | N/A | | | N/A | |
Bank | | | 332,686 | | | | 12.82 | % | | | 155,680 | | | | 6.0 | % | | | 220,547 | | | | 8.500 | % | | | 207,574 | | | | 8.0 | % |
Total risk-based capital ratio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | | 349,148 | | | | 14.07 | % | | | 198,510 | | | | 8.0 | % | | | 260,544 | | | | 10.500 | % | | N/A | | | N/A | |
Bank | | | 349,158 | | | | 13.46 | % | | | 207,574 | | | | 8.0 | % | | | 272,440 | | | | 10.500 | % | | | 259,467 | | | | 10.0 | % |
December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage ratio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | $ | 271,025 | | | | 9.90 | % | | $ | 109,525 | | | | 4.0 | % | | $ | 109,525 | | | | 4.000 | % | | N/A | | | N/A | |
Bank | | | 279,135 | | | | 10.30 | % | | | 108,406 | | | | 4.0 | % | | | 108,406 | | | | 4.000 | % | | | 135,507 | | | | 5.0 | % |
Common equity tier 1 capital ratio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | | 271,025 | | | | 11.94 | % | | | 102,124 | | | | 4.5 | % | | | 158,860 | | | | 7.000 | % | | N/A | | | N/A | |
Bank | | | 279,135 | | | | 12.29 | % | | | 102,229 | | | | 4.5 | % | | | 159,024 | | | | 7.000 | % | | | 147,665 | | | | 6.5 | % |
Tier 1 risk-based capital ratio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | | 271,025 | | | | 11.94 | % | | | 136,166 | | | | 6.0 | % | | | 192,901 | | | | 8.500 | % | | N/A | | | N/A | |
Bank | | | 279,135 | | | | 12.29 | % | | | 136,306 | | | | 6.0 | % | | | 181,741 | | | | 8.500 | % | | | 181,741 | | | | 8.0 | % |
Total risk-based capital ratio | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company | | | 324,141 | | | | 14.28 | % | | | 181,554 | | | | 8.0 | % | | | 238,290 | | | | 10.500 | % | | N/A | | | N/A | |
Bank | | | 295,251 | | | | 13.00 | % | | | 181,741 | | | | 8.0 | % | | | 238,535 | | | | 10.500 | % | | | 227,177 | | | | 10.0 | % |
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NOTE 14. ACCUMULATED OTHER COMPREHENSIVE INCOME (“AOCI”)
Changes in AOCI for the periods indicated are summarized as follows:
| | For the Year Ended December 31, 2021 | |
| | Before | | | Tax | | | Net | |
| | Tax | | | Effect | | | of Tax | |
| | (Dollars in thousands) | |
Balance at beginning of period | | $ | 1,264 | | | $ | (259 | ) | | $ | 1,005 | |
Unrealized gain (loss) on investment securities available for sale: | | | | | | | | | | | | |
Net unrealized holding gain (loss) arising during the period | | | (8,125 | ) | | | 1,678 | | | | (6,447 | ) |
Amounts reclassified to (gain) loss on investment securities (1) | | | (5 | ) | | | 1 | | | | (4 | ) |
Changes in accumulated gain on effective cash flow hedge derivatives | | | 1,728 | | | | (363 | ) | | | 1,365 | |
Balance at end of period | | $ | (5,138 | ) | | $ | 1,057 | | | $ | (4,081 | ) |
| | For the Year Ended December 31, 2020 | |
| | Before | | | Tax | | | Net | |
| | Tax | | | Effect | | | of Tax | |
| | (Dollars in thousands) | |
Balance at beginning of period | | $ | 839 | | | $ | (172 | ) | | $ | 667 | |
Unrealized gain (loss) on investment securities available for sale: | | | | | | | | | | | | |
Net unrealized holding gain (loss) arising during the period | | | 1,456 | | | | (304 | ) | | | 1,152 | |
Amounts reclassified to (gain) loss on investment securities (1) | | | (1,031 | ) | | | 217 | | | | (814 | ) |
Balance at end of period | | $ | 1,264 | | | $ | (259 | ) | | $ | 1,005 | |
| | For the Year Ended December 31, 2019 | |
| | Before | | | Tax | | | Net | |
| | Tax | | | Effect | | | of Tax | |
| | (Dollars in thousands) | |
Balance at beginning of period | | $ | 2,347 | | | $ | (493 | ) | | $ | 1,854 | |
Unrealized gain (loss) on investment securities available for sale: | | | | | | | | | | | | |
Net unrealized holding gain (loss) arising during the period | | | 3,172 | | | | (662 | ) | | | 2,510 | |
Amounts reclassified to (gain) loss on investment securities (1) | | | (4,680 | ) | | | 983 | | | | (3,697 | ) |
Balance at end of period | | $ | 839 | | | $ | (172 | ) | | $ | 667 | |
(1) | Gross amounts are included in gain on sales of investment securities and income tax amounts are included in income tax expense on the Consolidated Statements of Income. |
NOTE 15. STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS
Spirit of Texas Bancshares, Inc. 2008 Stock Plan
During 2008, the Company established an incentive stock plan (the “2008 Stock Plan”). Under the 2008 Stock Plan, stockholders authorized options to purchase up to 914,500 shares of Company stock. During 2015, stockholders authorized an increase in options to purchase up to 1,750,000 shares of Company common stock. The option terms cannot exceed 10 years from the grant date. Options are fully vested after five years of employment. Options for a total of 576,325 shares of the Company stock are outstanding as of December 31, 2021. At December 31, 2021, the Company had 0 available shares for future option grants under the 2008 Stock Plan.
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The following table presents the activity during the year ended December 31, 2021 related to the 2008 Stock Plan:
| | 2008 Stock Plan | |
| | Options | | | Weighted Average Exercise Price | | | Aggregate Intrinsic Value (thousands) | | | Weighted Average Remaining Contractual Life (Years) | |
Outstanding at January 1, 2021 | | | 840,872 | | | $ | 13.48 | | | $ | 2,792 | | | 3.49 | |
Granted | | | — | | | | — | | | | — | | | | — | |
Exercised | | | (242,117 | ) | | | 12.73 | | | | 3,886 | | | | | |
Forfeited (1) | | | (22,430 | ) | | | 14.61 | | | | 318 | | | | | |
Expired | | | — | | | | | | | | | | | | | |
Outstanding at December 31, 2021 | | | 576,325 | | | $ | 13.75 | | | | 8,662 | | | | 2.84 | |
Vested and exercisable at December 31, 2021 | | | 576,325 | | | $ | 13.75 | | | | 8,662 | | | | 2.84 | |
(1) | Forfeitures are accounted for in the period they occur |
There were 0 stock options granted for the years ended December 31, 2021 or 2020 out of the 2008 Stock Plan.
A summary of selected data related to stock-based compensation expense follows:
| | 2008 Stock Plan | |
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | (Dollars in thousands) | |
Stock-based compensation expense | | $ | 44 | | | $ | 183 | | | $ | 328 | |
Amount of cash received from exercise of awards | | | 3,192 | | | | 4 | | | | 1,880 | |
| | 2008 Stock Plan | |
| | As of December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | (Dollars in thousands) | |
Unrecognized compensation expense related to stock-based compensation | | $ | - | | | $ | 49 | | | $ | 243 | |
Weighted-average life over which expense is expected to be recognized (years) | | | — | | | | 0.6 | | | | 1.3 | |
Spirit of Texas Bancshares, Inc. 2017 Stock Plan
On February 23, 2017, the Company established an incentive stock plan to attract and retain officers, employees, directors and other service providers (the “2017 Stock Plan”). Under the 2017 Stock Plan, stockholders authorized options to purchase up to 1,000,000 shares of Company common stock. The option terms cannot exceed 10 years from the grant date. Directors’ stock options vest immediately and all employees’ options vest after 5 years of employment. Options for a total of 187,645 shares of the Company common stock are outstanding as of December 31, 2021. At December 31, 2021, the Company had 0 available shares for future option grants.
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The following table presents the activity during the year ended December 31, 2021 related to the 2017 Stock Plan:
| | 2017 Stock Plan | |
| | Options | | | Weighted Average Exercise Price | | | Aggregate Intrinsic Value (thousands) | | | Weighted Average Remaining Contractual Life (Years) | |
Outstanding at January 1, 2021 | | | 197,714 | | | $ | 17.55 | | | $ | 148 | | | | 6.71 | |
Granted | | | — | | | | | | | | | | | | | |
Exercised | | | (2,960 | ) | | | 15.79 | | | $ | 38 | | | | | |
Forfeited (1) | | | (7,109 | ) | | | 20.12 | | | $ | 62 | | | | | |
Expired | | | — | | | | — | | | | | | | | | |
Outstanding at December 31, 2021 | | | 187,645 | | | $ | 17.35 | | | $ | 2,145 | | | | 5.66 | |
Vested and exercisable at December 31, 2021 | | | 151,355 | | | $ | 16.88 | | | $ | 1,801 | | | | 5.56 | |
(1) | Forfeitures are accounted for in the period they occur |
A summary of selected data related to stock-based compensation expense follows:
| | 2017 Stock Plan | |
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | | | | | (Dollars in thousands) | |
Stock-based compensation expense | | $ | 165 | | | $ | 190 | | | $ | 170 | |
Amount of cash received from exercise of awards | | | 47 | | | | 611 | | | | 86 | |
| | 2017 Stock Plan | |
| | As of December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | | | | | (Dollars in thousands) | |
Unrecognized compensation expense related to stock-based compensation | | $ | 152 | | | $ | 318 | | | $ | 515 | |
Weighted-average life over which expense is expected to be recognized (years) | | | 1.3 | | | | 2.1 | | | | 2.8 | |
2017 Stock Plan – Restricted Stock Unit Awards
During the year ended December 31, 2021, the Company granted a total of 114,877 restricted stock units to employees and directors that vest in full (i.e. cliff vesting) on the five year anniversary of the grant date. The fair value of the restricted stock units on the grant date was $2.6 million and will be recognized as compensation expense over the requisite vesting period ending on the respective five year anniversary of the restricted stock unit award’s grant date.
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The following table presents the activity for the year ended December 31, 2021 related to restricted stock units from the 2017 Stock Plan:
| | 2017 Stock Plan | |
| | Restricted Stock Unit Awards | |
| | Shares | | | Weighted Average Grant Date Fair Value | |
Outstanding at January 1, 2021 | | | 200,239 | | | $ | 13.31 | |
Granted | | | 114,877 | | | $ | 22.57 | |
Vested (2) | | | (57,359 | ) | | $ | - | |
Forfeited | | | (8,199 | ) | | | — | |
Outstanding at December 31, 2021 | | | 249,558 | | | $ | 17.16 | |
| (1) | Forfeitures are accounted for in the period they occur. |
| (2) | Although shares vest evenly over the five year vesting period, vested shares are only delivered at the end of the five year vesting period or when the participant leaves the Company. The vested amount shown here includes 5,989 shares delivered to participants. |
A summary of selected data related to stock-based compensation expense for the years ended December 31, 2021 and 2020 are as follows:
| | Restricted Stock Unit Awards | |
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Stock-based compensation expense | | $ | 925 | | | $ | 606 | |
Unrecognized compensation expense related to stock-based compensation | | $ | 3,884 | | | $ | 2,298 | |
Weighted-average life over which expense is expected to be recognized (years) | | | 3.70 | | | | 4.24 | |
Oasis Warrants
In connection with the acquisition of Oasis Bank in 2012, the Company issued warrants for 19,140 shares of stock. The Oasis warrants are exercisable at $12.84 per share and expire in November 2022. During the year ended December 31, 2021, 7,656 shares were issued in conjunction with warrant exercises. The Company recorded $98 thousand in cash payments associated with the exercise of Oasis warrants.
Spirit of Texas Bank 401(k) Retirement Plan
The Company sponsors the Spirit of Texas Bank, SSB 401(k) Plan, a tax-qualified, deferred compensation plan (the “401(k) Plan”). Under the terms of the 401(k) Plan eligible employees may contribute a portion of compensation not exceeding the limits set by law. Employees are eligible to participate at the completion of one month of service. The 401(k) Plan allows a matching employer contribution equal to 100% of elective deferrals that do not exceed 3% of compensation. Matching contributions are fully vested after six years of service. Total 401(k) matching employer contribution expense amounted to $980 thousand, $1.3 million and $1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.
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NOTE 16. BASIC AND DILUTED EARNINGS PER COMMON SHARE
The following table presents the computation of basic and diluted EPS:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | (Dollars in thousands, except per share data) | |
Net income as reported | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Net income available to common stockholders | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Weighted average number of common shares - basic | | | 17,180,097 | | | | 17,567,117 | | | | 14,697,342 | |
Effect of dilutive securities: | | | | | | | | | | | | |
Employee stock-based compensation awards and warrants | | | 461,287 | | | | 82,346 | | | | 415,485 | |
Weighted average number of common shares - diluted | | | 17,641,384 | | | | 17,649,463 | | | | 15,112,827 | |
Basic earnings per common share | | $ | 2.45 | | | $ | 1.78 | | | $ | 1.44 | |
Diluted earnings per common share | | $ | 2.38 | | | $ | 1.77 | | | $ | 1.40 | |
Anti-dilutive warrants and stock options | | | 165,870 | | | | 570,985 | | | | 141,950 | |
NOTE 17. INCOME TAXES
The components of the expense (benefit) for income taxes for the periods presented are as follows:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | (Dollars in thousands) | |
Current income tax expense: | | | | | | | | | | | | |
Federal | | $ | 9,282 | | | $ | 8,761 | | | $ | 3,616 | |
State | | | 167 | | | | 226 | | | | 75 | |
Total current income tax expense | | | 9,449 | | | | 8,987 | | | | 3,691 | |
Deferred income tax expense (benefit): | | | | | | | | | | | | |
Federal | | | 1,224 | | | | (1,528 | ) | | | 1,730 | |
State | | | — | | | | — | | | | — | |
Total deferred income tax expense (benefit) | | | 1,224 | | | | (1,528 | ) | | | 1,730 | |
Total income tax expense (benefit) | | $ | 10,673 | | | $ | 7,459 | | | $ | 5,421 | |
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A reconciliation of the expected income tax expense at the statutory federal income tax rate of 21% for the years ended December 31, 2021, 2020 and 2019 to the Company’s actual income tax expense and effective tax rate for the periods presented is as follows:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
| | Amount | | | % | | | Amount | | | % | | | Amount | | | % | |
| | (Dollars in thousands) | |
Tax expense at federal income tax rate | | $ | 11,120 | | | | 21.00 | % | | $ | 8,143 | | | | 21.00 | % | | $ | 5,576 | | | | 21.00 | % |
State taxes | | | 140 | | | | 0.26 | % | | | 206 | | | | 0.53 | % | | | 62 | | | | 0.23 | % |
Increase (decrease) resulting from: | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-exempt interest | | | (465 | ) | | | -0.88 | % | | | (373 | ) | | | -0.96 | % | | | (447 | ) | | | -1.68 | % |
Bank-owned life insurance | | | (141 | ) | | | -0.26 | % | | | (75 | ) | | | -0.19 | % | | | (64 | ) | | | -0.24 | % |
Stock compensation | | | (73 | ) | | | -0.14 | % | | | 80 | | | | 0.21 | % | | | 87 | | | | 0.33 | % |
Interest expense exclusion | | | 10 | | | | 0.02 | % | | | 19 | | | | 0.05 | % | | | 26 | | | | 0.10 | % |
Meals and entertainment | | | 24 | | | | 0.04 | % | | | 31 | | | | 0.08 | % | | | 29 | | | | 0.11 | % |
Club dues | | | 34 | | | | 0.07 | % | | | 40 | | | | 0.10 | % | | | 38 | | | | 0.14 | % |
Acquisition expenses | | | 51 | | | | 0.10 | % | | | — | | | | 0.00 | % | | | 156 | | | | 0.59 | % |
NOL carryback claim | | | — | | | | 0.00 | % | | | (575 | ) | | | -1.48 | % | | | — | | | | 0.00 | % |
Other | | | (27 | ) | | | -0.05 | % | | | (37 | ) | | | -0.10 | % | | | (42 | ) | | | -0.17 | % |
Total | | $ | 10,673 | | | | 20.16 | % | | $ | 7,459 | | | | 19.24 | % | | $ | 5,421 | | | | 20.41 | % |
During the years ended December 31, 2021, 2020, and 2019 no changes were made to the corporate tax rate.
Deferred income tax assets and liabilities reflect the tax effect of estimated temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for the same items for income tax reporting purposes.
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The significant components of the net deferred tax assets and liabilities for the periods presented are as follows:
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Deferred tax assets: | | | | | | | | |
Allowance for loan losses | | | 3,392 | | | | 3,271 | |
Unrealized loss on securities available-for-sale | | | 1,406 | | | | — | |
Lease liability | | | 991 | | | | — | |
Organizational costs | | | 29 | | | | 41 | |
Purchase accounting | | | 568 | | | | 1,416 | |
Net operating loss | | | — | | | | 39 | |
Stock option expense | | | 528 | | | | 445 | |
Other | | | 87 | | | | 69 | |
Total gross deferred tax assets | | | 7,001 | | | | 5,281 | |
Deferred tax liabilities: | | | | | | | | |
Right of use asset | | | (953 | ) | | | — | |
Unrealized gain on securities available-for-sale | | | — | | | | (259 | ) |
Depreciation and amortization | | | (3,168 | ) | | | (2,200 | ) |
Purchase accounting | | | (1,087 | ) | | | (1,538 | ) |
Unrealized gain on cash flow hedge | | | (363 | ) | | | — | |
SBA servicing | | | (145 | ) | | | (92 | ) |
FHLB dividends | | | (113 | ) | | | (107 | ) |
Total gross deferred tax liabilities | | | (5,829 | ) | | | (4,196 | ) |
Deferred tax assets (liabilities), net | | $ | 1,172 | | | $ | 1,085 | |
The ability to realize deferred tax assets is dependent upon various factors, including the generation of future taxable income, the existence of taxes paid and recoverable, the reversal of deferred tax liabilities and tax planning strategies. Based upon these factors, management believes it is more likely than not that the Company will realize the benefits of these deferred tax assets.
During the year ended December 31, 2020, the Company decided to carry back certain net operating losses as allowed by the CARES Act, which was enacted on March 27, 2020. This resulted in recording a discrete income tax benefit in the amount of $575 thousand.
The Company did 0t have any uncertain tax positions at December 31, 2021. The Company did 0t record interest and penalties for the year ended December, 31, 2021 and 2020. The Company recorded interest and penalties of $23 thousand for the year ended December 31, 2019.
NOTE 18. COMMITMENTS AND CONTINGENCIES
The Company issues off-balance sheet financial instruments in connection with its lending activities and to meet the financing needs of its customers. These financial instruments include commitments to fund loans and lines of credit as well as commercial and standby letters of credit. These commitments expose the Company to varying degrees of credit and market risk which are essentially the same as those involved in extending loans to customers. The Company follows the same credit policies in making commitments as it does for instruments recorded on the Company’s consolidated balance sheet. Collateral is obtained based on management’s assessment of the customer’s credit risk.
The Company’s exposure to credit loss is represented by the contractual amount of these commitments. As of December 31, 2021 and December 31, 2020, the Company’s reserve for unfunded commitments totalled $76 thousand and $98 thousand, respectively.
F-48
Fees collected on off-balance sheet financial instruments represent the fair value of those commitments and are deferred and amortized over their term.
Financial Instruments Commitments
Unfunded commitments are as follows:
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Unfunded loan commitments | | $ | 550,604 | | | $ | 309,411 | |
Commercial and standby letters of credit | | | 3,402 | | | | 3,272 | |
Total | | $ | 554,006 | | | $ | 312,683 | |
Unfunded loan commitments:
Commitments to extend credit are agreements to lend a customer 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 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 it is deemed necessary by the Company upon extension of credit, is based upon management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.
Commercial and standby letters of credit:
Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Letters of credit are primarily issued to support trade transactions or guarantee arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting those commitments if deemed necessary.
Other Commitments and Contingencies
Legal Proceedings
The Company, from time to time, is involved as plaintiff or defendant in various legal actions arising in the normal course of business. While the ultimate outcome of any such proceedings cannot be predicted with certainty, it is the opinion of management, based upon advice of legal counsel, that no proceedings exist, either individually or in the aggregate, which, if determined adversely to the Company, would have a material effect on the Company’s consolidated balance sheet, results of operations or cash flows.
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NOTE 19. PARENT COMPANY FINANCIAL STATEMENTS
Condensed Balance Sheets of the Company (Parent company only) for the periods presented are as follows:
| | December 31, | |
| | 2021 | | | 2020 | |
Assets: | | | | | | | | |
Cash and due from banks | | $ | 7,384 | | | $ | 24,231 | |
Investment in bank subsidiary | | | 413,271 | | | | 371,647 | |
Other assets | | | 10,018 | | | | 4,867 | |
Total assets | | $ | 430,673 | | | $ | 345,863 | |
Liabilities and stockholders' equity: | | | | | | | | |
Borrowings | | | 36,452 | | | | 36,296 | |
Other liabilities | | | 405 | | | | 3,670 | |
Stockholders' equity | | | 393,816 | | | | 360,779 | |
Total liabilities and stockholders' equity | | $ | 430,673 | | | $ | 345,863 | |
Condensed Statements of Income of the Company (Parent company only) for the periods presented are as follows:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
Income: | | | | | | | | | | | | |
Interest income | | $ | — | | | $ | — | | | $ | 4 | |
Other noninterest income | | | 3 | | | | — | | | | 74 | |
Total income | | | 3 | | | | — | | | | 78 | |
Expense: | | | | | | | | | | | | |
Interest on borrowings | | | 2,376 | | | | 1,250 | | | | 406 | |
Salaries and benefits | | | — | | | | — | | | | 2 | |
Stock-based compensation expense | | | 1,134 | | | | 979 | | | | 665 | |
Professional services | | | 1,968 | | | | 1,501 | | | | 2,914 | |
Directors fees | | | 314 | | | | 299 | | | | 218 | |
Other noninterest expense | | | 12 | | | | 42 | | | | 61 | |
Total expense | | | 5,804 | | | | 4,071 | | | | 4,266 | |
Income (loss) before income tax expense (benefit) and equity in undistributed income of subsidiary | | | (5,801 | ) | | | (4,071 | ) | | | (4,188 | ) |
Income tax expense (benefit) | | | (1,167 | ) | | | (649 | ) | | | (638 | ) |
Income (loss) before equity in undistributed income of subsidiaries | | | (4,634 | ) | | | (3,422 | ) | | | (3,550 | ) |
Equity in income of subsidiary | | | 46,686 | | | | 34,733 | | | | 24,686 | |
Net income | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Comprehensive income | | $ | 36,966 | | | $ | 31,649 | | | $ | 19,949 | |
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Condensed Statements of Cash Flows of the Company (Parent company only) for periods presented are as follows:
| | For the Years Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | |
Cash flows from operating activities: | | | | | | | | | | | | |
Net income | | $ | 42,052 | | | $ | 31,311 | | | $ | 21,136 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | | | | | |
Equity in earnings of subsidiaries | | | (46,686 | ) | | | (34,733 | ) | | | (24,686 | ) |
Stock-based compensation | | | 1,134 | | | | 979 | | | | 665 | |
Amortization of debt issuance costs | | | 155 | | | | 79 | | | | — | |
Net change in operating assets and liabilities: | | | | | | | | | | | | |
Net change in other assets | | | (5,155 | ) | | | (211 | ) | | | (2,616 | ) |
Net change in other liabilities | | | (1,728 | ) | | | 1,956 | | | | (969 | ) |
Net cash used in operating activities | | | (10,228 | ) | | | (619 | ) | | | (6,470 | ) |
Cash flows from investing activities: | | | | | | | | | | | | |
Capital contribution | | | — | | | | — | | | | (11,000 | ) |
Net cash paid in business combination | | | — | | | | - | | | | (50,278 | ) |
Net cash used in investing activities | | | — | | | | - | | | | (61,278 | ) |
Cash flows from financing activities: | | | | | | | | | | | | |
Proceeds of borrowings | | | — | | | | 46,218 | | | | 21,000 | |
Repayment of borrowings | | | — | | | | (10,000 | ) | | | (23,811 | ) |
Proceeds from capital raise, net of transaction costs | | | — | | | | — | | | | 46,535 | |
Cash dividends paid | | | (8,766 | ) | | | (1,212 | ) | | | — | |
Purchase of treasury stock | | | (1,096 | ) | | | (15,470 | ) | | | (289 | ) |
Exercise of stock options and warrants | | | 3,243 | | | | 683 | | | | 1,966 | |
Net cash provided by (used in) financing activities | | | (6,619 | ) | | | 20,219 | | | | 45,401 | |
Net change in cash and cash equivalents | | | (16,847 | ) | | | 19,600 | | | | (22,347 | ) |
Cash and cash equivalents at beginning of year | | | 24,231 | | | | 4,631 | | | | 26,978 | |
Cash and cash equivalents at end of year | | $ | 7,384 | | | $ | 24,231 | | | $ | 4,631 | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | | |
Dividends accrued not paid | | $ | - | | | $ | 1,556 | | | $ | - | |
NOTE 20. FAIR VALUE MEASUREMENTS
When determining the fair value measurements for assets and liabilities and the related fair value hierarchy, the Company considers the principal or most advantageous market in which it would transact and the assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to market observable data for similar assets and liabilities. It is the Company’s policy to maximize the use of observable inputs, minimize the use of unobservable inputs and use unobservable inputs to measure fair value to the extent that observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity, resulting in diminished observability of both actual trades and assumptions that would otherwise be available to value these instruments, or the value of the underlying collateral is not market observable. Although third party price indications may be available for an asset or liability, limited trading activity would make it difficult to support the observability of these quotations.
Financial Instruments Carried at Fair Value on a Recurring Basis
The following is a description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis, as well as the general classification of each instrument under the valuation hierarchy.
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Investment Securities—Investment securities available for sale are carried at fair value on a recurring basis. When available, fair value is based on quoted prices for the identical security in an active market and as such, would be classified as Level 1. If quoted market prices are not available, fair values are estimated using quoted prices of securities with similar characteristics, discounted cash flows or matrix pricing models. Investment securities available for sale for which Level 1 valuations are not available are classified as Level 2, and include U.S. Government agencies and sponsored enterprises obligations and agency mortgage-backed securities; state and municipal obligations; asset-backed securities; and corporate debt and other securities. Pricing of these securities is generally spread driven.
Observable inputs that may impact the valuation of these securities include benchmark yield curves, credit spreads, reported trades, dealer quotes, bids, issuer spreads, current rating, historical constant prepayment rates, historical voluntary prepayment rates, structural and waterfall features of individual securities, published collateral data, and for certain securities, historical constant default rates and default severities.
SBA Servicing Asset—The SBA Servicing Asset is carried at fair value on a recurring basis. To determine the fair value of SBA Servicing Rights, The Company uses market prices for comparable servicing contracts, when available, or alternatively, uses a valuation model that calculates the present value of estimated future net servicing income. In using this valuation method, the Company incorporates assumptions that market participants would use in estimating future net servicing income, which includes estimates of the cost to service, the discount rate, custodial earnings rate, an inflation rate, ancillary income, prepayment speeds, default rates, late fees and losses. The SBA Servicing Asset is classified as Level 3.
Interest Rate Swaps—The Company obtains the fair value of interest rate swaps from a third-party vendor that uses an industry standard discounted cash flow methodology. In addition, credit valuation adjustments are incorporated in the fair values to account for potential nonperformance risk. The majority of the inputs used to value these interest rate swaps offered to qualified commercial borrowers fall within Level 2 of the fair value hierarchy, while the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its interest rate swaps and has determined that the credit valuation adjustment is not significant to the overall valuation of these derivatives. As a result, the Company classifies its interest rate swap valuations in Level 2 of the fair value hierarchy.
The following table presents the assets and liabilities measured at fair value on a recurring basis:
| | December 31, 2021 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | (Dollars in thousands) | |
Assets: | | | | | | | | | | | | | | | | |
State and municipal obligations | | $ | — | | | $ | 35,270 | | | $ | — | | | $ | 35,270 | |
Residential mortgage-backed securities | | | — | | | | 321,611 | | | | — | | | | 321,611 | |
Corporate bonds | | | — | | | | 43,867 | | | | — | | | | 43,867 | |
Equity securities at fair value | | | 23,665 | | | | — | | | | — | | | | 23,665 | |
SBA servicing rights | | | — | | | | — | | | | 2,244 | | | | 2,244 | |
Customer interest rate swaps | | | — | | | | 1,401 | | | | — | | | | 1,401 | |
Cash flow hedge swap | | | | | | | 1,728 | | | | | | | | 1,728 | |
Liabilities: | | | | | | | | | | | | | | | | |
Correspondent interest rate swaps | | | — | | | | (1,401 | ) | | | — | | | | (1,401 | ) |
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| | December 31, 2020 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | (Dollars in thousands) | |
Assets: | | | | | | | | | | | | | | | | |
State and municipal obligations | | $ | — | | | $ | 37,185 | | | $ | — | | | $ | 37,185 | |
Residential mortgage-backed securities | | | — | | | | 132,142 | | | | — | | | | 132,142 | |
Corporate bonds | | | — | | | | 43,093 | | | | — | | | | 43,093 | |
Equity securities at fair value | | | 24,000 | | | | — | | | | — | | | | 24,000 | |
SBA servicing rights | | | — | | | | — | | | | 2,953 | | | | 2,953 | |
Customer interest rate swaps | | | — | | | | 3,009 | | | | — | | | | 3,009 | |
Liabilities: | | | | | | | | | | | | | | | | |
Correspondent interest rate swaps | | | — | | | | (3,009 | ) | | | — | | | | (3,009 | ) |
There were 0 transfers of financial assets between levels of the fair value hierarchy during the years ended December 31, 2020 or 2019.
Financial Instruments Measured at Fair Value on a Non-Recurring Basis
The following is a description of the methodologies used to estimate the fair values of assets and liabilities measured at fair value on a non-recurring basis, and the level within the fair value hierarchy in which those measurements are typically classified.
Impaired loans and OREO—The carrying amount of collateral dependent impaired loans is typically based on the fair value of the underlying collateral, which may be real estate or other business assets, less estimated costs to sell. The carrying value of OREO is initially measured based on the fair value, less estimated cost to sell, of the real estate acquired in foreclosure and subsequently adjusted to the lower of cost or estimated fair value, less estimated cost to sell. Fair values of real estate collateral are typically based on real estate appraisals which utilize market and income valuation techniques incorporating both observable and unobservable inputs. When current appraisals are not available, the Company may use brokers’ price opinions, home price indices, or other available information about changes in real estate market conditions to adjust the latest appraised value available. These adjustments to appraised values may be subjective and involve significant management judgment. The fair value of collateral consisting of other business assets is generally based on appraisals that use market approaches to valuation, incorporating primarily unobservable inputs. Fair value measurements related to collateral dependent impaired loans and OREO are classified within level 3 of the fair value hierarchy.
The following tables provide information about certain assets measured at fair value on a non-recurring basis:
| | Estimated Fair Value | |
| | December 31, | |
| | 2021 | | | 2020 | |
| | (Dollars in thousands) | |
Assets (classified in Level 3) | | | | | | | | |
Impaired loans | | $ | 3,059 | | | $ | 4,948 | |
Other real estate owned and repossessed assets | | | 188 | | | | 133 | |
Impairment charges resulting from the non-recurring changes in fair value of underlying collateral of impaired loans are included in the provision for loan losses in the consolidated statement of income. Impairment charges resulting from the non-recurring changes in fair value of OREO are included in other real estate and acquired assets resolution expenses in the consolidated statement of income.
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The following tables show significant unobservable inputs used in the recurring and non-recurring fair value measurements of Level 3 assets:
| | | | | | | | | | Range/Weighted | |
Level 3 Asset | | Fair Value | | | Valuation Technique | | Unobservable Inputs | | Average | |
December 31, 2021 | | | | | | | | | | | | |
Non-recurring: | | | | | | | | | | | | |
Impaired loans | | $ | 3,059 | | | Third party appraisals | | Collateral discounts | | 0.0% - 100.0% (77.23%) | |
Other real estate owned | | | 188 | | | Third party appraisals | | Collateral discounts and estimated cost to sell | | | 10.0 | % |
Recurring: | | | | | | | | | | | | |
SBA servicing assets | | | 2,244 | | | Discounted cash flows | | Conditional prepayment rate | | | 13.7 | % |
| | | | | | | | Discount rate | | | 10.0 | % |
December 31, 2020 | | | | | | | | | | | | |
Non-recurring: | | | | | | | | | | | | |
Impaired loans | | $ | 4,948 | | | Third party appraisals | | Collateral discounts | | 0.0% - 100.0% (34.1%) | |
Other real estate owned | | | 133 | | | Third party appraisals | | Collateral discounts and estimated cost to sell | | | 10.0 | % |
Recurring: | | | | | | | | | | | | |
SBA servicing assets | | | 2,953 | | | Discounted cash flows | | Conditional prepayment rate | | | 12.5 | % |
| | | | | | | | Discount rate | | | 10.0 | % |
The carrying amounts and estimated fair values, as well as the level within the fair value hierarchy, of the Company’s financial instruments are as follows:
| | Carrying | | | Fair | | | | | | | | | | | | | |
December 31, 2021 | | Value | | | Value | | | Level 1 | | | Level 2 | | | Level 3 | |
| | (Dollars in thousands) | |
Financial Assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 305,788 | | | $ | 305,788 | | | $ | 305,788 | | | $ | — | | | $ | — | |
Equity investments at fair value | | | 23,665 | | | | 23,665 | | | | 23,665 | | | | — | | | | — | |
Available for sale securities | | | 400,748 | | | | 400,748 | | | | — | | | | 400,748 | | | | — | |
FHLB and other bank stock | | | 3,741 | | | | 3,741 | | | | — | | | | 3,741 | | | | — | |
Loans, net | | | 2,305,706 | | | | 2,314,572 | | | | — | | | | — | | | | 2,314,572 | |
Loans held for sale | | | 3,472 | | | | 3,773 | | | | — | | | | 3,773 | | | | — | |
Accrued interest receivable | | | 8,146 | | | | 8,146 | | | | — | | | | 8,146 | | | | — | |
Bank-owned life insurance | | | 36,644 | | | | 36,644 | | | | — | | | | 36,644 | | | | — | |
SBA servicing rights | | | 2,244 | | | | 2,244 | | | | — | | | | — | | | | 2,244 | |
Customer interest rate swaps | | | 1,401 | | | | 1,401 | | | | — | | | | 1,401 | | | | — | |
Cash flow hedge swap | | | 1,728 | | | | 1,728 | | | | — | | | | 1,728 | | | | — | |
Financial Liabilities: | | | | | | | | | | | | | | | | | | | | |
Deposits | | $ | 2,782,391 | | | $ | 2,641,624 | | | $ | — | | | $ | 2,641,624 | | | $ | — | |
Accrued interest payable | | | 781 | | | | 781 | | | | — | | | | 781 | | | | — | |
Short-term borrowings | | | — | | | | — | | | | — | | | | — | | | | — | |
Long-term borrowings | | | 74,937 | | | | 79,765 | | | | — | | | | 79,765 | | | | — | |
Correspondent interest rate swaps | | | 1,401 | | | | 1,401 | | | | — | | | | 1,401 | | | | — | |
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| | Carrying | | | Fair | | | | | | | | | | | | | |
December 31, 2020 | | Value | | | Value | | | Level 1 | | | Level 2 | | | Level 3 | |
| | (Dollars in thousands) | |
Financial Assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 263,034 | | | $ | 263,034 | | | $ | 236,034 | | | $ | — | | | $ | — | |
Equity investments at fair value | | $ | 24,000 | | | | 24,000 | | | | 24,000 | | | | — | | | | — | |
Available for sale securities | | | 212,420 | | | | 212,420 | | | | — | | | | 212,420 | | | | — | |
FHLB and other bank stock | | | 5,718 | | | | 5,718 | | | | — | | | | 5,718 | | | | — | |
Loans, net | | | 2,372,506 | | | | 2,364,646 | | | | — | | | | | | | | 2,364,646 | |
Loans held for sale | | | 1,470 | | | | 1,598 | | | | — | | | | 1,598 | | | | — | |
Accrued interest receivable | | | 11,199 | | | | 11,199 | | | | — | | | | 11,199 | | | | — | |
Bank-owned life insurance | | | 15,969 | | | | 15,969 | | | | — | | | | 15,969 | | | | — | |
SBA servicing rights | | | 2,953 | | | | 2,953 | | | | — | | | | — | | | | 2,953 | |
Customer interest rate swaps | | | 3,009 | | | | 3,009 | | | | — | | | | 3,009 | | | | — | |
Financial Liabilities: | | | | | | | | | | | | | | | | | | | | |
Deposits | | $ | 2,459,135 | | | $ | 2,427,412 | | | $ | — | | | $ | 2,427,412 | | | $ | — | |
Accrued interest payable | | | 1,303 | | | | 1,303 | | | | — | | | | 1,303 | | | | — | |
Short-term borrowings | | | 10,000 | | | | 10,136 | | | | — | | | | 10,136 | | | | — | |
Long-term borrowings | | | 242,020 | | | | 245,311 | | | | — | | | | 245,311 | | | | — | |
Correspondent interest rate swaps | | | 3,009 | | | | 3,009 | | | | — | | | | 3,009 | | | | — | |
Certain financial instruments are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. Financial instruments for which fair value approximates the carrying amount at December 31, 2020 and December 31, 2019, include cash and cash equivalents, time deposits in other banks and accrued interest receivable and payable.
NOTE 21. DERIVATIVE FINANCIAL INSTRUMENTS
The Company offers a loan hedging program to certain loan customers. Through this program, the Company originates a variable rate loan with the customer. The Company and the customer will then enter into a fixed interest rate swap. Lastly, an identical offsetting swap is entered into by the Company with a correspondent bank. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer swaps are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. The changes in fair value is recognized in the income statement in other income and fees. The Company is required to hold cash as collateral for the swaps, total cash held as collateral for swaps was $1.3 million at December 31, 2021.
At December 31, 2021 interest rate swaps related to the Company’s loan hedging program that were outstanding is presented in the following table:
| | December 31, 2021 | |
| | (Dollars in thousands) | |
Interest rate swaps on loans with customers | | | | |
Notional amount | | $ | 242,120 | |
Weighted average remaining term (years) | | | 5.81 | |
Receive fixed rate (weighted average) | | | 4.68 | % |
Pay variable rate (weighted average) | | | 3.41 | % |
Estimated fair value | | $ | 1,401 | |
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| | December 31, 2021 | |
| | (Dollars in thousands) | |
Interest rate swaps on loans with correspondents | | | | |
Notional amount | | $ | 242,120 | |
Weighted average remaining term (years) | | | 5.81 | |
Pay fixed rate (weighted average) | | | 4.68 | % |
Receive variable rate (weighted average) | | | 3.41 | % |
Estimated fair value | | $ | 1,401 | |
Interest rate swaps with correspondents are subject to a master netting agreement. The Company has elected to net interest rate swap positions on the consolidated balance sheet. The following table illustrates the potential affect of the Company’s derivative master netting arrangements, by type of financial instrument, on the Company’s balance sheet as of December 31, 2021 (dollars in thousands):
| | December 31, 2021 | |
| | | | | | | | | | | Gross Amounts of Financial Instruments Not Offset in the Balance Sheet | |
| | Gross Amounts Recognized | | Amounts offset in the Balance Sheet | | Net Amounts in the Balance Sheet | | Netting Adjustment Per Applicable Master Netting Agreements | | Gross Amounts Recognized | | Net Amount | |
Liability Derivatives | | | | | | | | | | | | | | | | | | | |
Interest Rate Swaps | | $ | (1,918 | ) | $ | 517 | | $ | (1,401 | ) | $ | - | | $ | - | | $ | (1,401 | ) |
On January 6, 2021, we entered into an $80.0 million 0.5515% pay-fixed receive-float forward starting interest rate swap in order to hedge our risk of variability in cash flows (future interest payments) attributable to changes in the 1-month Federal Funds benchmark interest rate from January 6, 2021 through January 6, 2026. At December 31, 2021, the fair value of the forward starting swap recorded in other assets on the Consolidated Balance Sheet was $1.7 million. The interest rate swap (the hedging instrument) was designated and qualifies under hedge accounting as a cash flow hedge. The hedge is highly effective, and any future changes in value will be recorded in Other Comprehensive Income until the time that the underlying cash flows (future interest payments) are recorded in the income statement. The hedge is expected to remain highly effective and effectiveness will be assessed periodically throughout the term of the hedge relationship. At December 31, 2021, the Company recorded $1.4 million in Other Comprehensive Gain related to the interest rate swap. Any collateral requirement associated with the forward starting swap is included in the total collateral requirement discussed above related to correspondent interest rate swaps.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of the Company’s President and Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule l3a-l5(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2021. Based on this evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of December 31, 2021.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting identified during the fourth quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Design and Evaluation of Internal Control Over Financial Reporting
Pursuant to Section 404 of Sarbanes-Oxley, the following is a report of management’s assessment of the design and effectiveness of our internal controls for the fiscal year ended December 31, 2021.
Management’s Report on Internal Control Over Financial Reporting
The Company is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this Annual Report on Form 10-K. The consolidated financial statements and notes included in this Annual Report on Form 10-K have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on management’s best estimates and judgments.
The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; provide a reasonable assurance that receipts and expenditures of the Company are only being made in accordance with authorizations of management and directors of the Company; and provide a reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are noted.
Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.
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The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management, including the Company’s Chief Executive Officer and Chief Financial Officer, assessed the Company’s system of internal control over financial reporting as of December 31, 2021, in relation to the criteria for effective control over financial reporting as described in “Internal Control – Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).
Based on this assessment, management concludes that, as of December 31, 2021, the Company’s system of internal control over financial reporting is effective.
BDO USA, LLP, which is the independent registered public accounting firm that audited the financial statements in this Annual Report on Form 10-K, has not issued an attestation report on the Company’s internal control over financial reporting. As an emerging growth company, management’s report was not subject to attestation by the Company’s independent registered public accounting firm in accordance with the JOBS Act.
Item 9B. Other Information.
None.
Item 9C. Disclosure regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance.
General
Our board of directors has set the number of directors for the Company at thirteen, and is divided into three classes of directors, serving staggered three-year terms. One-third of our board of directors is elected by our shareholders at each annual meeting of shareholders for a term of three years, and the elected directors hold office until their successors are elected and qualified or until their earlier death, resignation or removal. There have been no material changes to the procedures by which our shareholders may recommend nominees to our board of directors.
Our Second Amended and Restated Bylaws (“Bylaws”) provide that the number of directors shall be set by a majority vote of the entire board of directors. Currently, the number of directors for the Company is set at thirteen, all of which are filled.
Directors and Executive Officers
Directors
The following table sets forth certain information regarding our directors, including their ages and the years that they began serving as directors of the Company:
Name | | Age | | Position (Company / Bank) | | Director Since |
Class I | | | | | | |
Dean O. Bass | | 71 | | Chairman and Chief Executive Officer of the Company and the Bank | | 2008 |
Robert S. Beall | | 63 | | Director of the Company and the Bank | | 2013 |
Steven Gregory Kidd | | 62 | | Director of the Company and the Bank | | 2019 |
Steven M. Morris | | 70 | | Director of the Company and the Bank | | 2008 |
William K. Nix | | 60 | | Director of the Company and the Bank | | 2018 |
Class II | | | | | | |
Allen C. Jones, IV | | 72 | | Director of the Company | | 2019 |
Akash J. Patel | | 39 | | Director of the Company and the Bank | | 2009 |
H.D. Patel | | 78 | | Director of the Company and the Bank | | 2016(1) |
Thomas C. Sooy | | 75 | | Director of the Company and the Bank | | 2010 |
Class III | | | | | | |
David M. McGuire | | 58 | | President and Director of the Company and Chief Lending Officer and Director of the Bank | | 2009 |
Thomas Jones, Jr. | | 66 | | Director of the Company and the Bank | | 2008(2) |
Leo T. Metcalf, III | | 74 | | Director of the Company and the Bank | | 2010 |
Nelda Luce Blair | | 64 | | Director of the Company and the Bank | | 2019 |
(1) | Mr. Patel served on the board of directors of the Company and the Bank from 2008 to July 2015 and was re-appointed to the board of directors in October 2016. |
(2) | Mr. Jones served on our board of directors from November 2008 to February 2017 and has served since July 2017. He also served on the board of directors of the Bank from November 2008 to May 2017 and has served since July 2017. |
A brief description of the background of each of our directors, together with the experience, qualifications, attributes or skills that caused our board of directors to determine that the individual should serve as a director, is set forth below. No director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or executive officer. In addition, during the previous 10 years, no director, director nominee, or executive officer of the Company was the subject of a legal proceeding that is material to an evaluation of the ability or integrity of any such person to serve in such capacity.
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Dean O. Bass is the Chairman and Chief Executive Officer of the Company and the Bank and has served in those positions since their inception in 2008. Prior to joining the Company, Mr. Bass founded and served as President and Chief Executive Officer of Royal Oaks Bank, SSB, from 2001 to 2007. Previously, from 1996 to 2000, Mr. Bass was employed by Horizon Capital Bank where he served as Senior Vice President. Mr. Bass has been involved in the formation of several de novo banking offices and branches and has served in bank officer positions ranging from Executive Vice President to President and Chief Executive Officer/Chairman of the Board. Additionally, Mr. Bass was a National Bank Examiner for the Office of the Comptroller of the Currency from 1975 through 1979. Mr. Bass has served as a director and member of the executive committee of the Texas Bankers Association. He was the 2016 Chairman of the Community Bankers Council. Mr. Bass is an appointed member of The Woodlands Area Economic Development Partnership Board and the Greater Conroe Economic Development Council Board. Mr. Bass received his Bachelor of Business Administration degree from Abilene Christian University in 1973. With over 46 years of banking experience, Mr. Bass’s extensive business and banking experience and his community involvement and leadership skills qualify him to serve as our Chairman and Chief Executive Officer.
Robert S. Beall is President and Chief executive officer of R.S. Beall Investments, Inc., a company engaged in various private investments related to real estate and financial services. He has served on the boards of directors of the Company and the Bank since 2013. Mr. Beall founded R.S. Beall Investments, Inc. in 1995. Prior to starting R.S. Beall Investments, Inc., from 2001 to 2003, Mr. Beall served as regional president of US Concrete, Inc., a publicly traded company. In 1981, he founded Beall Concrete, Inc., a manufacturer of concrete in Dallas and Fort Worth, Texas, which evolved into Beall Industries, Inc. with several different construction product lines and services. In 2000, Mr. Beall sold his company to US Concrete of Houston. He previously served as the Chairman of the Board of Directors for Peoples Bank of Colleyville, Texas. Mr. Beall’s community service includes being the former chairman of the Child Study Center in Fort Worth and the Chairman of the Board of Advisors for the College of Business at the University of Oklahoma. Mr. Beall earned his Bachelor of Business Administration degree in Accounting from the University of Oklahoma in 1979 and his Master of Business Administration degree from Southern Methodist University in 1981. Mr. Beall’s extensive business experience and leadership skills qualify him to serve on our board of directors.
Steven Gregory Kidd has served as General Partner of KPL since 2011. KPL is a limited partnership that owned 100% of the common stock of CBI and CSB prior to the Merger. From 1980 to 2016, Mr. Kidd was an officer and co-owner of Jerry Kidd Oil Company, Inc., which owns and operates convenience stores and gas stations branded as “Kidd Jones” throughout East Texas. Since 1981, Mr. Kidd has been a director of CSB, serving as Chairman of the Board since 2011. Mr. Kidd has been a director of CBI since its formation in 1984 and has served as Chairman of the Board since 2011. Mr. Kidd currently serves on the Boards of Directors of several Christian-based non-profit organizations, including Strong Marriages, Grace Bridge and The Master Cares. Mr. Kidd’s business experience, expertise in the oil and gas industry and community connections qualify him to serve on our board of directors.
Steven M. Morris is a business and financial consultant and certified public accountant, beginning his career with Arthur Young & Company, an international accounting firm. Mr. Morris is the Founder and President of TransTexas Enterprises, Inc., a private investment firm located in Cypress, Texas. Mr. Morris is also the managing director of Barkers Point Properties, LLC, a real estate investment company. He has served on the boards of directors of the Company and the Bank since 2008. He is the former chairman of the Twelfth Man Foundation, a private 501(c)(3) corporation located in College Station, Texas. Additionally, Mr. Morris serves on the board of Crossroads Christian Counseling, Inc. and as a director of 127 Pure, a 501(c)(3) corporation located in Cumming, Georgia. In the past, he has served on various public and private boards, including audit committee chairman of Quicksilver Resources, Inc. and Bank of Tanglewood of Houston, Texas. Mr. Morris has been an elder in his church for the past 18 years and a Habitat for Humanity volunteer and participates in annual mission trips supporting an orphanage in India. He received his BBA in Accounting from Texas Tech University in 1974. Mr. Morris’ business experience, public accounting experience and public company experience qualifies him to serve on our board of directors.
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William K. “Kendall” Nix was appointed as a director of the Company and the Bank in November 2018, in connection with the completion of the Company’s acquisition of Comanche National Corporation and The Comanche National Bank. Mr. Nix served as Vice Chairman of the Bank from November 2018 to November 2020. Mr. Nix was named an advisory director of The Comanche National Bank in May 1990 and was named director in March 1992. He was appointed Vice Chairman of The Comanche National Bank in March 2002 and became Chairman in March 2004. Mr. Nix became a director of Comanche National Corporation at its inception in March 2001 and became Vice President in June 2001. He became President and Chief Executive Officer of Comanche National Corporation in December 2005 and Chairman and Chief Executive Officer in March 2009. He is currently a member of the Board of Trustees of The Terrell Foundation, a charitable foundation serving the communities in and around Erath County, Texas and is co-managing trustee of the W. L. & Barbara Terrell Nix Foundation, a charitable foundation providing support to community service organizations in North Texas. Mr. Nix previously served on the Board of Trustees of Fort Worth Academy for the Education of Children and Youth, an independent school offering educational opportunities for Kindergarten through eighth grade students in Fort Worth, Texas, including terms as Treasurer and Board President. He continues to serve on the school’s Entrepreneurship and Leadership Initiative Advisory Council. Mr. Nix also worked for two decades in information technology in the oil and gas exploration and production, telecommunications and defense industries at several different companies in a variety of roles including various management positions. He received a Bachelor of Science degree in 1983 from Texas A&M University majoring in Computer Science minoring in Accounting. In 2003, Mr. Nix graduated from the Southwestern Graduate School of Banking at Southern Methodist University with Distinction and Recognition for Leadership and Thesis Nominated for Distinction. Mr. Nix’s extensive business and banking experience and his perspective, knowledge and extensive community relationships qualify him to serve on our board of directors.
Allen C. “Dick” Jones, IV is and has been the owner and manager of cattle and hunting operations through Jones Ranch LLC, a ranch that began in south Texas in 1895, since 1996. In addition to ranching, Mr. Jones’ other business activities include directorships with The First National Bank of Hebbronville and The First National Bank of Beeville and Mesteña Operations, Ltd. of Corpus Christi, Texas. He currently serves as a director for the Texas Wildlife Association, the Texas and Southwestern Cattle Raisers Association, an honorary director of the Texas and Southwestern Cattle Raisers Foundation and a Trustee of Texas A&M-Kingsville Foundation. He is a member of the Gulf Coast Conservation Association and First Methodist Church of Corpus Christi. Mr. Jones graduated from Texas Military Institute and attended Texas A&I Business School in Kingsville, Texas. Mr. Jones’ business experience and agricultural expertise qualifies him to serve on our board of directors.
Akash J. Patel is an engineer at Energy Flow Systems, Inc. and has served in that position since August 2005. He has served on the boards of directors of the Company and the Bank since 2009. He is currently a committee member of the IHG Emerging Leaders Council, an active member of the Houston Minority Supplier Development Council and a 2015 committee member of Asian American Hotel Owners Association—Houston Region. Mr. Patel has created and initiated programs involving Hotel Rooms for Charity and the donation of bedding supplies to battered women shelters. Mr. Patel received his Bachelor of Science degree in computer engineering and math from the University of Houston in 2004. Mr. Patel’s business experience and extensive involvement in the community qualify him to serve on our board of directors.
H. D. Patel is board certified in Internal Medicine, Gastroenterology and started a private group practice in 1980. He served on the boards of directors of the Company and the Bank from 2008 to July 2015 and was re-appointed to the boards of directors again starting in October 2016. Dr. Patel gained notoriety as the corporate Medical Director and the original founder of Triumph Hospital. From 2007 to 2009, Dr. Patel served as an organizer and director of Third Coast Bank, SSB in Humble, Texas. Furthermore, Dr. Patel was an original founder and director of Royal Oaks Bank. Dr. Patel has been involved as an investor and advisory director at Sterling Bank and United Central Bank, as well as serving on various committees of each. Dr. Patel currently serves as Chairman of Gujarati Samaj of Houston and has been closely involved with political activities in Houston and Gujarat (India). After receiving his Bachelor of Medicine and Surgery from M.S. University Vadodara, India in 1969, Dr. Patel earned his Medical Degree in internal medicine from Queen’s Medical Center in 1975, and completed a fellowship in Gastroenterology in 1978. Mr. Patel’s experience serving on boards of directors of banks qualifies him to serve on our board of directors.
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Thomas C. Sooy is the former owner of Tom Sooy & Co., a commercial real estate and commercial mortgage brokerage company Mr. Sooy ran from 1996 to 2000 and again from 2003 to 2006. From 2000 to 2003, Mr. Sooy was Executive Vice President and Chief Lending Officer of Union Planters Bank—Houston. Since 2006, Mr. Sooy has engaged in private investment and has otherwise retired from the real estate business. He has served on the boards of directors of the Company and the Bank since 2010. Prior to starting his real estate companies, Mr. Sooy spent more than 26 years in commercial banking in the greater Houston area, primarily as Executive Vice President of Charter Bancshares, Inc. and its subsidiary banks, serving in the capacity of Chief Credit Officer, and serving on the board of directors from 1978 to 1996. Mr. Sooy served as Chief Executive Officer of Charter National Bank—Colonial from 1978 to 1996. Additionally, Mr. Sooy served with the Office of the Comptroller of the Currency as a national bank examiner from 1970 to 1978. Mr. Sooy holds a Bachelor of Business Administration degree in Finance from Texas A&M University earned in 1970. Mr. Sooy’s business experience and banking experience qualify him to serve on the Spirit board of directors.
David M. McGuire is the President of the Company and President and Chief Lending Officer of the Bank and has served in those positions since 2009. From 2001 to 2008, he was the founder of and employed by Royal Oaks Bank, SSB, and its successor First Bank, serving as its President and Chief Lending Officer. From 1995 to 2000 Mr. McGuire was employed by Sterling Bank where he served as Office Chief Executive Officer—Fort Bend. Mr. McGuire has been involved in the formation of several de novo banking offices and branches and has served in executive bank officer positions ranging from Bank Vice President to President. Mr. McGuire received his Bachelor of Business Administration—Finance degree from Texas A&M University in 1987. With over 39 years of banking experience, Mr. McGuire’s extensive business and banking experience and his perspective, knowledge and extensive community relationships qualify him to serve on our board of directors.
Thomas Jones, Jr. is a partner with the accounting and consulting firm of McConnell & Jones LLP, which he helped form in 1996. Mr. Jones leads the firm’s small business and tax group and is the practice leader for the firm’s overall business development and marketing efforts. Mr. Jones has served on our board of directors from November 2008 to February 2017 and since July 2017 and on the board of directors of the Bank from November 2008 to May 2017 and since July 2017. Mr. Jones also served as an independent board member of Princeton Capital Corporation, a publicly-traded business development company, from 2015 to 2016. From 1985 to 1995, Mr. Jones served as a Vice President at Texas Commerce Bank (now Chase Bank) in the bank’s investment management services department. Prior to joining Texas Commerce Bank, Mr. Jones served as Treasurer and Tax Manager of Uncle Ben’s Rice from 1982 to 1985, where he was responsible for managing the company’s cash flows, banking relationships and compliance requirements for all federal, state and local tax filings.
Mr. Jones began his professional career with the Houston office of the international accounting firm of Ernst & Ernst (now Ernst & Young) as a staff auditor and later as a manager in the firm’s tax department. Mr. Jones is also a partner in HUNTJON, LLC, a real estate development company focusing on the construction and management of multi-family housing units for low and moderate income senior citizens. Mr. Jones also currently serves as Chairman of the Florida A&M University Foundation Board and as Chair of the Advisory Board of the Greater Houston Black Chamber of Commerce. Mr. Jones received his Bachelor of Science degree in Accounting from Florida A&M University in Tallahassee, Florida. Mr. Jones’ business experience and accounting experience qualifies him to serve on our board of directors.
Leo T. Metcalf, III is a private investor in real estate, stocks and master limited partnerships, has served as an outside business consultant to Service Corporation International since 2000, and is a former mayor of Conroe, Texas serving a four-year term starting in 2004. He is also the former president of Metcalf Funeral Home, Inc., a Conroe area business. He has served on our board of directors and the board of directors of the Bank since 2010. He has supported Montgomery County with his involvement in various community activities. He is a past president of the Conroe Rotary Club, the Montgomery County United Way, the Montgomery County Hospital District, the Embassy Club of the Greater Conroe Area Chamber of Commerce, and former district chairman for the Sam Houston Area Council of the Boy Scouts of America. He is a lifetime vice-president of the Montgomery Fair Association, former board member of the Conroe Chapter of the American Red Cross, Montgomery County Community Foundation, Greater Conroe Area Chamber of Commerce, Montgomery County Emergency Assistance, Greater Conroe Economic Development Council, and Lake Conroe Rotary Club. He is also a past president of the Texas Funeral Directors Association. Mr. Metcalf has additionally established four endowments through the Montgomery County Community Foundation, and has reflected his significant support for Sam Houston State University with the
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establishment of the Tommy Metcalf Scholarship Endowment Fund. Mr. Metcalf serves on the Sam Houston University Foundation as a Trustee and Vice President. Mr. Metcalf received his Bachelors of Business Administration degree from Sam Houston State University in 1971. Mr. Metcalf’s diverse business experience and extensive involvement in the community of one of our primary market areas qualify him to serve on our board of directors.
Nelda Luce Blair was appointed as an advisory director of the Company in February 2019. Ms. Blair has been the owner and president of The Blair Law Firm, P. C. since 1987. Prior to 1987, she served in the Montgomery County Attorney’s Office as a prosecutor for the Specialized Real Estate Division and as a legal advisor and liaison to the Montgomery County Commissioners Court and Tax Assessor-Collector and was an associate attorney at Hope & Mayes, P.C. and Holbrook, Kaufman & Becker. Currently, Ms. Blair serves as president of the Conroe ISD Education Foundation and as a board member of the Lone Star College System Chancellor’s Advisory Council, the Texas Conference for Women and the Economic Development Partnership of The Woodlands. She has held leadership positions in The Woodlands Convention & Visitors Bureau, the Board of The Woodlands Township, The Woodlands Area Chamber of Commerce and the Greater Houston Women’s Chamber of Commerce. Ms. Blair previously received gubernatorial appointments to serve on the University of Houston System Board of Regents and the Texas Economic Development Corporation and is currently serving as a gubernatorial appointee to the Stephen F. Austin State University Board of Regents. She is a past recipient of the “North Star Award” from the North Houston Association and has been named one of Houston’s Most Influential Women of 2009 by Houston Woman magazine, “Citizen of the Year 2009” by the Greater Houston Women’s Chamber of Commerce and “Hometown Hero” of The Woodlands by The Woodlands Area Chamber of Commerce. In addition, Ms. Blair frequently appears as a legal commentator on CNN, FOX News, MSNBC and Court TV and has authored over 100 articles published in professional journals. Ms. Blair received her Doctorate of Jurisprudence from University Houston Law Center in 1983 and her Bachelor of Arts degree in Pre-Law, Economics and Sociology from Baylor University in 1980. She is triple board certified by the State Bar of Texas Board of Legal Specialization in Residential Real Estate Law, Commercial Real Estate Law and Farm and Ranch Real Estate Law and is certified as an Advanced Attorney-Mediator. Ms. Blair’s state and local public service and her knowledge of and community involvement in the community of one of our primary market areas qualify her to serve on our board of directors.
Executive Officers
The following table sets forth the name, age and position with the Company of each of our executive officers and other significant employees. The business address for all of these individuals is 1836 Spirit of Texas Way, Conroe, Texas 77301.
Name of Named Executive Officers | | Position | | Age |
Dean O. Bass | | Chairman and Chief Executive Officer of the Company and the Bank | | 71 |
David M. McGuire | | President and Director of the Company and President, Chief Lending Officer and Director of the Bank | | 58 |
Jerry D. Golemon | | Executive Vice President and Chief Operating Officer of the Company and the Bank | | 66 |
Allison S. Johnson | | Executive Vice President and Chief Financial Officer of the Company and the Bank | | 37 |
The following is a brief discussion of the background of our executive officers who are not also directors of the Company and the Bank.
Jerry D. Golemon is the Executive Vice President and Chief Operating Officer of the Company and the Bank. Mr. Golemon has served in that capacity since January 2017 and served as Chief Financial Officer of the Company from January 2017 to July 2017. He has served as Executive Vice President and Chief Operating Officer of the Bank since 2010 and served as Chief Financial Officer of the Bank from April 2017 to July 2017. Mr. Golemon joined the Advisory Board of the Bank in 2010. Mr. Golemon is a retired Certified Public Accountant, and has been associated with the banking business in the Houston area for more than 39 years. Mr. Golemon also served as Chief Financial
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Officer for Bank4Texas Holdings from 2008 to 2010. Starting in 1997, he was a founder and served as Chief Financial Officer and on the board of directors of Texas National Bank until it was sold in 2006. He has served in a chief financial officer or similar capacity for various banks since 1982. Prior to that time, he worked in a Houston-based CPA firm for four years, specializing in financial institution audits. He received his Bachelor of Business Administration degree in Accounting from the University of Texas in 1977. Mr. Golemon has served as President of the Tomball Rotary Club and worked in various capacities with the Tomball Chamber of Commerce, the Regional Arts Council, the Cypress Creek YMCA, and the Tomball Independent School District. He is also a graduate of the Southwest Graduate School of Banking.
Allison S. Johnson is the Executive Vice President and Chief Financial Officer of the Company and the Bank. Ms. Johnson has served as Executive Vice President and Chief Financial Officer since November 2020 and served as Interim Chief Financial Officer of the Company and the Bank from January 2020 to November 2020. Ms. Johnson also served as Chief Accounting Officer of the Company and the Bank from 2016 to June 2021. Ms. Johnson began her career in the financial services industry as an auditor at PricewaterhouseCoopers and has spent the last decade focused on financial reporting in the banking industry, most recently at Florida Community Bank, N.A., where she served as the SEC Reporting Manager from 2012 to 2016. Ms. Johnson is a certified public accountant and has a Masters of Accountancy from Florida State University.
Code of Business Conduct and Ethics
We adopted a code of business conduct and ethics applicable to our directors, officers and employees including specific standards and guidelines applicable to our principal executive, financial and accounting officers and all persons performing similar functions. We expect that any amendments to such code and guidelines, or any waivers of their requirements, will be disclosed on our corporate website and by other means required by the SEC and NASDAQ rules. A copy of that code is available on our website at www.sotb.com under “About Us—Investor Relations—Governance—Documents.”
Audit Committee
Our audit committee consists of Robert S. Beall, Thomas Jones, Jr., Allen C. Jones, IV and Steven M. Morris, with Mr. Morris serving as chair of the audit committee. During 2021, our audit committee held seven meetings. Our audit committee has responsibility for, among other things:
| • | selecting and hiring our independent registered public accounting firm, and pre-approving the audit and non-audit services to be performed by our independent registered public accounting firm; |
| • | evaluating the qualifications, performance and independence of our independent registered public accounting firm; |
| • | monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to consolidated financial statements or accounting matters; |
| • | reviewing the adequacy and effectiveness of our internal control policies and procedures; |
| • | discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results; and |
| • | preparing the audit committee report required by the SEC to be included in our annual proxy statement. |
Rule 10A-3 promulgated by the SEC under the Exchange Act and applicable NASDAQ rules require our audit committee to be composed entirely of independent directors. Our board of directors has affirmatively determined that each of the members of our audit committee qualifies as independent under the independence requirements of Rule 10A-3 of the Exchange Act and NASDAQ rules. Our board of directors also has determined that each of Mr. Thomas Jones and Mr. Morris qualifies as an “audit committee financial expert” as defined in the SEC rules, and each member of the audit committee is able to read and understand fundamental consolidated financial statements, including our balance sheet, income statement and cash flow statements.
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Our board of directors has adopted a written charter for our audit committee, which sets forth the audit committee’s duties and responsibilities. The audit committee charter is available on our website at www.sotb.com. under “Investor Relations—Governance—Documents.”
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act, requires our directors and executive officers and persons who own more than 10 percent of our outstanding common stock to file reports of ownership and changes in ownership of our equity securities, including our common stock with the SEC. Such persons are required by the SEC’s regulations to furnish us with copies of all reports they file pursuant to Section 16.
For the fiscal year ended December 31, 2021, all reports under Section 16(a) of the Exchange Act that any of our directors or executive officers has been required to file have been filed on a timely basis, except that (i) Mr. Akash J. Patel inadvertently failed to report (x) a grant of 1,500 restricted stock units on August 3, 2021, for which the requisite Form 4 was not filed until August 17, 2021, and (y) a purchase of 86 shares of our common stock on April 6, 2021, for which the requisite Form 4 was not filed until April 29, 2021, (ii) Mr. Steven Gregory Kidd inadvertently failed to report a sale of 2,942 shares of our common stock on May 24, 2021, for which the requisite Form 4 was not filed until June 4, 2021, (iii) Mr. Thomas C. Sooy inadvertently failed to report a purchase of 3,750 shares of our common stock on February 18, 2020 for which the requisite Form 4 was not filed until March 1, 2021, and (iv) Mr. Leo T. Metcalf, III inadvertently failed to report a purchase of 857 shares of our common stock on January 29, 2021 for which the requisite Form 4 was not filed until February 4, 2021.
Item 11. Executive Compensation.
Executive Compensation
We are providing compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the Jumpstart Our Business Startups Act. Our named executive officers for 2021, which consist of our principal executive officer, principal financial officer and the two other most highly compensated executive officers, are:
| • | Dean O. Bass, Chairman and Chief Executive Officer of the Company and the Bank; |
| • | David M. McGuire, President of the Company and the President and Chief Lending Officer of the Bank; |
| • | Jerry D. Golemon, Executive Vice President and Chief Operating Officer of the Company and the Bank; and |
| • | Allison S. Johnson, Executive Vice President and Chief Financial Officer of the Company and the Bank. |
Summary Compensation Table
The following table provides information regarding the compensation of our named executive officers for the years ended December 31, 2021 and 2020. Except as set forth in the notes to the table, all cash compensation for each of our named executive officers was paid by the Bank, where each serves in the same capacity.
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| | | | | | | | | | | | | | | | | | | | | | | | Nonqualified | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Non-Equity | | | Deferred | | | | | | | | | |
Name and | | | | | | | | | | | | Stock | | | Option | | | Incentive Plan | | | Compensation | | | All Other | | | | | |
Principal | | | | Salary | | | Bonus | | | Awards | | | Awards | | | Compensation | | | Earnings | | | Compensation | | | Total | |
Position | | Year | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | |
Dean O. Bass | | 2021 | | | 560,258 | | | | 450,000 | | | | 343,200 | | | | - | | | | - | | | | - | | | | 41,780 | | | | 1,395,238 | |
Chairman of the Board and | | 2020 | | | 574,818 | | | | 300,000 | | | | 112,750 | | | | - | | | | - | | | | - | | | | 50,166 | | | | 1,037,734 | |
Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David M. McGuire | | 2021 | | | 542,217 | | | | 435,000 | | | | 320,320 | | | | - | | | | - | | | | - | | | | 43,413 | | | | 1,340,950 | |
President | | 2020 | | | 550,947 | | | | 290,000 | | | | 108,240 | | | | - | | | | - | | | | - | | | | 40,822 | | | | 990,009 | |
Jerry D. Golemon | | 2021 | | | 266,255 | | | | 120,000 | | | | 137,280 | | | | - | | | | - | | | | - | | | | 35,511 | | | | 559,046 | |
Executive Vice President and | | 2020 | | | 317,615 | | | | 80,000 | | | | 76,670 | | | | - | | | | - | | | | - | | | | 35,007 | | | | 509,292 | |
Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allison S. Johnson | | 2021 | | | 275,715 | | | | 105,000 | | | | 137,280 | | | | - | | | | - | | | | - | | | | 38,966 | | | | 556,961 | |
Executive Vice President and | | 2020 | | | 230,180 | | | | 70,000 | | | | 50,290 | | | | - | | | | - | | | | - | | | | 33,173 | | | | 383,643 | |
Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Assumptions used in the calculation of the amounts in these columns are included in Note 15 to our audited consolidated financial statements included in this Annual Report on Form 10-K. The amounts represent the aggregate grant date fair values of equity awards granted during the applicable year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. |
(2) | All other compensation for 2021 includes the following: |
| | 401(k) | | | | | | | Club | | | | | | | | | | | | | |
| | Company | | | Medical | | | Dues and | | | Automobile | | | Bank | | | | | |
| | Match | | | Insurance | | | Expenses | | | Expense | | | Scholarship | | | Total | |
Dean O. Bass | | $ | 11,600 | | | $ | 6,780 | | | $ | 16,034 | | | $ | 7,366 | | | $ | - | | | $ | 41,780 | |
David M. McGuire | | | 11,600 | | | | 11,064 | | | | 13,816 | | | | 6,933 | | | | - | | | | 43,413 | |
Jerry D. Golemon | | | 11,600 | | | | 7,548 | | | | 5,201 | | | | 11,161 | | | | - | | | | 35,511 | |
Allison S. Johnson | | | 11,600 | | | | 3,444 | | | | 11,922 | | | | 12,000 | | | | - | | | | 38,966 | |
(3) | All other compensation for 2020 includes the following: |
| | 401(k) Company Match | | | Medical Insurance | | | Club Dues and Expenses | | | Automobile Expense | | | Bank Scholarship | | | Total | |
Dean O. Bass | | $ | 14,583 | | | $ | 8,328 | | | $ | 17,279 | | | $ | 9,977 | | | $ | — | | | $ | 50,167 | |
David M. McGuire | | | 14,583 | | | | 7,440 | | | | 10,500 | | | | 4,947 | | | | — | | | | 37,470 | |
Jerry D. Golemon | | | 11,400 | | | | 8,556 | | | | 5,559 | | | | 9,920 | | | | — | | | | 35,435 | |
Allison S. Johnson | | | 11,400 | | | | 2,070 | | | | 7,260 | | | | 12,000 | | | | — | | | | 32,730 | |
(4) | Ms. Johnson was appointed to serve as Executive Vice President and Chief Financial Officer of both the Company and the Bank on November 19, 2020. Ms. Johnson previously served as our Interim Chief Financial |
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| Officer from January 14, 2020 to November 19, 2020. Please refer to our Current Report on Form 8-K filed with the SEC on November 23, 2020 for more information. |
Annual Cash Incentive Plan
Our executive compensation program is designed to attract, retain and motivate key executives to maximize performance and long-term shareholder value. Our bonus program and our overall compensation strategy for executive officers is designed by our compensation committee with a goal of providing competitive compensation and tying a meaningful portion of compensation to financial and operating performance that align executives’ and shareholders’ interests and reward long-term growth and performance.
Historically, the compensation committee has provided discretionary cash bonuses after the end of each fiscal year. The amount of these discretionary awards, if any, has been based on an overall assessment of our performance, while taking into consideration other factors such as market conditions, regulatory changes, accounting changes, tax law changes and other items that may impact our strategic direction.
For 2021 performance, based on the discretionary factors described above, our compensation committee awarded the following cash bonuses to our named executive officers:
Dean O. Bass | | $ | 450,000 | |
David M. McGuire | | | 435,000 | |
Jerry D. Golemon | | | 120,000 | |
Allison S. Johnson | | | 105,000 | |
We intend to continue to provide annual cash bonuses to reward achievement of financial or operational goals so that total compensation is reflective of actual company and individual performance. Our compensation committee is currently working to provide incentive targets that tie compensation to our performance in 2022. These performance criteria may include a discretionary provision for factors such as successful capital raises, acquisitions and stock price performance.
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Outstanding Equity Awards at 2021 Fiscal Year-End
The following table sets forth information relating to the unexercised options and outstanding equity awards held by the named executive officers as of December 31, 2021.
| | Option Awards | | | Stock Awards | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity | | | incentive plan | | | |
| | | | | | | | | | Equity | | | | | | | | | | | | | | | | | | | incentive | | | awards: | | | |
| | | | | | | | | | incentive | | | | | | | | | | | | | | | | | | | plan | | | Market or | | | |
| | | | | | | | | | plan | | | | | | | | | | | | | | | | | | | awards: | | | payout | | | |
| | | | | | | | | | awards: | | | | | | | | | | | Number | | | Market | | | Number of | | | value of | | | |
| | Number of | | | Number of | | | Number of | | | | | | | | | | | of | | | value of | | | unearned | | | unearned | | | |
| | Securities | | | Securities | | | Securities | | | | | | | | | | | shares, | | | shares, | | | shares, | | | shares, | | | |
| | Underlying | | | Underlying | | | Underlying | | | | | | | | | | | units or | | | units or | | | units or | | | units or | | | |
| | Unexercised | | | Unexercised | | | Unexercised | | | Option | | | | | | | other rights | | | other rights | | | other rights | | | other rights | | | |
| | Options | | | Options | | | Unearned | | | Exercise | | | Option | | | that have | | | that have | | | that have | | | that have | | | |
| | Exercisable | | | Unexercisable | | | Options | | | Price | | | Expiration | | | not vested | | | not vested | | | not vested | | | not vested | | | Vesting |
Name | | (#) | | | (#) | | | (#) | | | ($) | | | Date | | | ($) | | | ($) | | | (#) | | | ($) | | | Date |
Dean O.Bass | | | 10,000 | | | | - | | | | - | | | $ | 12.00 | | | 6/1/2022 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 15,000 | | | | - | | | | - | | | $ | 13.00 | | | 3/21/2023 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 25,000 | | | | - | | | | - | | | $ | 13.00 | | | 2/20/2024 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 15,000 | | | | - | | | | - | | | $ | 16.00 | | | 2/19/2025 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 25,000 | | | | - | | | | - | | | $ | 13.00 | | | 5/26/2026 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 12,000 | | | | 3,000 | | | | - | | | $ | 15.00 | | | 2/23/2027 | | | | - | | | | - | | | | - | | | | - | | | (1) |
| | | 9,000 | | | | 6,000 | | | | - | | | $ | 21.00 | | | 5/3/2028 | | | | - | | | | - | | | | - | | | | - | | | (2) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 3,867 | | | | 86,659 | | | | - | | | | - | | | (3) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 4,167 | | | | 37,586 | | | | - | | | | - | | | (4) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 2,000 | | | | 45,800 | | | | - | | | | - | | | (5) |
David M. McGuire | | | 15,000 | | | | - | | | | - | | | $ | 12.00 | | | 6/1/2022 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 20,000 | | | | - | | | | - | | | $ | 13.00 | | | 3/21/2023 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 25,000 | | | | - | | | | - | | | $ | 13.00 | | | 2/20/2024 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 15,000 | | | | - | | | | - | | | $ | 16.00 | | | 2/19/2025 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 25,000 | | | | - | | | | - | | | $ | 13.00 | | | 5/26/2026 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 12,000 | | | | 3,000 | | | | - | | | $ | 15.00 | | | 2/23/2027 | | | | - | | | | - | | | | - | | | | - | | | (1) |
| | | 9,000 | | | | 6,000 | | | | - | | | $ | 21.00 | | | 5/3/2028 | | | | - | | | | - | | | | - | | | | - | | | (2) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 3,867 | | | | 86,659 | | | | - | | | | - | | | (3) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 4,000 | | | | 36,080 | | | | - | | | | - | | | (4) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 1,867 | | | | 42,754 | | | | - | | | | - | | | (6) |
Jerry D. Golemon | | | 5,000 | | | | - | | | | - | | | $ | 12.00 | | | 11/1/2022 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 7,500 | | | | - | | | | - | | | $ | 13.00 | | | 9/15/2023 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 7,500 | | | | - | | | | - | | | $ | 13.00 | | | 10/1/2024 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 5,000 | | | | - | | | | - | | | $ | 16.00 | | | 8/15/2025 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 5,000 | | | | - | | | | - | | | $ | 13.00 | | | 8/26/2026 | | | | - | | | | - | | | | - | | | | - | | | Vested |
| | | 8,000 | | | | 2,000 | | | | - | | | $ | 15.00 | | | 2/23/2027 | | | | - | | | | - | | | | - | | | | - | | | (7) |
| | | 3,000 | | | | 2,000 | | | | - | | | $ | 21.00 | | | 5/3/2028 | | | | - | | | | - | | | | - | | | | - | | | (8) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 1,933 | | | | 43,319 | | | | - | | | | - | | | (9) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 2,833 | | | | 25,554 | | | | - | | | | - | | | (10) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 800 | | | | 18,320 | | | | - | | | | - | | | (11) |
Allison S. Johnson | | | - | | | | 340 | | | | - | | | $ | 20.36 | | | 7/18/2028 | | | | - | | | | - | | | | - | | | | - | | | (12) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 391 | | | | 8,762 | | | | - | | | | - | | | (13) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 383 | | | | 8,897 | | | | - | | | | - | | | (14) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 1,000 | | | | 9,020 | | | | - | | | | - | | | (15) |
| | | - | | | | - | | | | - | | | $ | - | | | | - | | | | 800 | | | | 18,320 | | | | - | | | | - | | | (16) |
(1) | Stock options to acquire 12,000 shares are fully vested and exercisable; stock options to acquire 3,000 shares will vest on February 23, 2022. |
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(2) | Stock options to acquire 9,000 shares are fully vested and exercisable; stock options to acquire 3,000 shares will vest on each of May 3, 2022 and 2023. |
(3) | Restricted stock units of 1,600 shares will vest on each of July 1, 2022, 2023 and 2024. |
(4) | Restricted stock units of 2,500 shares will vest on each of April 1, 2022, 2023, 2024 and 2025. |
(5) | Restricted stock units of 3,000 shares will vest on each of April 1, 2022, 2023, 2024, 2025 and 2026. |
(6) | Restricted stock units of 2,400 shares will vest on each of April 1, 2022, 2023, 2024 and 2025. |
(7) | Restricted stock units of 2,800 shares will vest on each of April 1, 2022, 2023, 2024, 2025 and 2026. |
(8) | Stock options to acquire 8,000 shares are fully vested and exercisable; stock options to acquire 2,000 shares will vest on February 23, 2022. |
(9) | Stock options to acquire 3,000 shares are fully vested and exercisable; stock options to acquire 1,000 shares will vest on each of May 3, 2022 and 2023. |
(10) | Restricted stock units of 800 shares will vest on each of July 1, 2022, 2023 and 2024. |
(11) | Restricted stock units of 1,700 shares will vest on each of April 1, 2022, 2023, 2024 and 2025. |
(12) | Restricted stock units of 1,200 shares will vest on each of April 1, 2022, 2023, 2024, 2025 and 2026. |
(13) | Stock options to acquire 170 shares will vest on July 8, 2022 and 2023. |
(14) | Restricted stock units of 162 shares will vest on each of July 1, 2022, 2023 and 2024. |
(15) | Restricted stock units of 200 shares will vest on each of January 1, 2022, 2023, 2024 and 2025. |
(16) | Restricted stock units of 600 shares will vest on each of April 1, 2022, 2023, 2024 and 2025. |
Nonqualified Deferred Compensation Plan
Our named executive officers are eligible to participate in the Spirit of Texas Bank Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) which we adopted in 2016. We maintain the Deferred Compensation Plan for the purposes of providing a competitive benefit, allowing executives and certain other senior employees an opportunity to defer income tax payments on their cash compensation within the restrictions imposed by the Code, and assisting executives in their retirement planning. The Deferred Compensation Plan allows executives to voluntarily defer up to 75% of base salary and/or up to 100% of paid bonus or commissions. We do not provide any matching contributions but in our discretion we may make an annual contribution to an executive’s account based on individual and/or company performance. Any such annual contribution would vest in five equal annual installments beginning on the third anniversary of the contribution date. Earnings on deferrals are credited as a rate of return based on the percentage change in the S&P 500 Index over a one-year period, and such return is credited to the executive’s account at the end of such period. The return is subject to a cap rate of 12% and a floor rate of 0%. All amounts deferred by participants are fully vested, and amounts contributed by us will automatically vest upon normal retirement beginning at age 65, death, disability or a change in control. Participants would forfeit any company contributions upon a termination for cause or engaging in competition with a competitor, as such terms are defined in our employee handbook. Distributions under the Deferred Compensation Plan will be paid out upon a fixed date (to the extent the participant chose the date on which his or her account balances are to be distributed) or following an event of certain financial hardship, termination of employment, death, disability or change in control. Deferred compensation account balances are unsecured and all amounts remain part of our operating assets. In 2021, our named executive officers contributed the following amounts to their Deferred Compensation Plan accounts:
| | | | | | December 31, 2021 | |
| | Contributions | | | Balance | |
Dean O. Bass | | $ | 5,977 | | | $ | 98,972 | |
David M. McGuire | | | - | | | | 82,025 | |
Jerry D. Golemon | | | 33,385 | | | | 188,494 | |
Allison S. Johnson | | | 5,850 | | | | 9,442 | |
We did not make any discretionary contributions to such accounts in 2021.
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Agreements with Our Named Executive Officers
Employment Agreements with Dean O. Bass and David M. McGuire
On February 25, 2021, we entered into amended and restated employment agreements with each of Mr. Bass and Mr. McGuire. Please refer to our Current Report on Form 8-K filed with the SEC on February 26, 2021 for more information. During the periods covered by the Summary Compensation Table above, Mr. Bass and Mr. McGuire were subject to their former employment agreements, which became effective as of March 1, 2017. The material terms of the current and former employment agreements are summarized below.
Current Agreements
The agreements provide for the payment of base salary, annual incentive bonus, equity (long-term incentive plan) grants, reimbursement of expenses for club dues at a club approved by our board of directors, the use of an automobile and reimbursement for all costs and expenses related to operating the automobile or a vehicle allowance in an amount approved by our board or directors, and other customary benefits. The agreements automatically renewed for a one-year term at the end of the initial term and are subject to automatic renewals at the end of each renewal term for successive one-year terms, unless either we or the executive gives written notice not to extend at least ninety (90) days before the end of the renewal term.
The executive is entitled to receive severance payments if his employment terminates for certain reasons:
| • | if the executive terminates his employment without good reason or if his employment is terminated for cause, he is entitled to his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination; |
| • | if we terminate the executive’s employment without cause or if the executive terminates his employment due to death or disability or for good reason not in connection with a change in control or within two (2) years after a change in control, he is entitled to (a) his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, (b) a payment equal to 200% of the sum of the amount of his base salary for the year in which the termination occurs plus all bonus, profit sharing and other annual incentive payments made by us to him with respect to the most recent full year preceding the year in which the termination occurs, to be paid within sixty (60) days of the date of termination, and (c) benefits equal in value to each life, health, accident or disability benefit to which he was entitled immediately before termination for eighteen (18) months after the date of termination, plus the option to have assigned to him any assignable insurance policy owned by us or relating specifically to him; and |
| • | if, prior to and in connection with, or within two (2) years after, a change in control, we terminate the executive’s employment for any reason other than death, disability or cause, he is entitled to (a) his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, (b) an amount equal to 300% of the aggregate of his base salary for the year in which the termination occurs plus all bonus, profit sharing and other annual incentive payments made by us to him with respect to the most recent full year preceding the year in which the termination occurs, to be paid within sixty (60) days of the date of termination, and (c) benefits equal in value to each life, health, accident or disability benefit to which he was entitled immediately before termination for eighteen (18) months after the date of termination, plus the option to have assigned to him any assignable insurance policy owned by us or relating specifically to him. |
Under the terms of the agreements, the amount of these severance benefits would be reduced to the extent necessary so that the aggregate amount of benefits would not be subject to excise tax under Sections 280G and 4999 of the Code if and only if (x) such reduction produces a better net after-tax position than the total payment provided for herein and (y) there are no other amounts receivable by the executive from us that may not be reduced such that the aggregate amount of benefits would not be subject to such excise tax.
The agreements provides that the executive is subject to a non-competition and non-solicitation obligation for twelve (12) months following his termination of employment. We may, in our sole discretion, pay the executive his base salary for up to twelve (12) months after the termination date as additional compensation for his compliance
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with the non-competition and non-solicitation provision of the employment agreement. The executive is required to execute a release of claims.
The agreements also provide that the executive will be entitled to indemnification to the extent permitted by law.
Under the agreements, “cause” means the (a) willful and continued failure by the executive substantially to perform his duties (other than from incapacity due to physical or mental illness); (b) willful engagement by the executive in illegal misconduct materially and demonstrably injurious to us; or (c) executive’s willful material breach of a material written policy of the Company or the Bank, or (d) the executive’s conviction of, or plea of guilty or nolo contendere to, (i) a felony or (ii) a crime involving moral turpitude or fraud involving the assets of the Company or the Bank; provided, however, that the board of directors must provide notice to the executive and provide the executive with a period of 30 days to cure such “cause” event.
Under the agreements, “good reason” means any of the following occurs:
| • | an adverse change in the executive’s status or position noted in the employment agreement (including any material diminution of the executive’s authority, duties or responsibilities), or any removal of the executive from or any failure to reappoint or reelect the executive to such position (except in the case of termination due to death, disability, for cause or without good reason); |
| • | a change in the executive’s business location of more than thirty (30) miles; |
| • | a diminution by us in the executive’s (a) base salary; or (b) prior to and in connection with, or within two (2) years after, a change in control, the target annual bonus amount under any annual incentive plan in a manner inconsistent with other senior management employees; or |
| • | any action or inaction that constitutes a material breach of the employment agreement by us. |
Former Agreements
The agreements provide for the payment of base salary, annual incentive bonus, equity (long-term incentive plan) grants, reimbursement of expenses for club dues at a club approved by our board of directors, the use of an automobile and reimbursement for all costs and expenses related to operating the automobile or a vehicle allowance in an amount approved by our board or directors, and other customary benefits. The agreements automatically renewed for a one-year term on March 1, 2020 and are subject to automatic renewals at the end of each renewal term for successive one-year terms, unless either we or the executive gives written notice not to extend at least ninety (90) days before the end of the renewal term.
The executive is entitled to receive severance payments if his employment terminates for certain reasons:
| • | if the executive’s employment terminates due to death or disability, he or his estate is entitled to his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, plus a pro rata portion of his target annual incentive bonus for the period in which the termination occurred; |
| • | if the executive terminates his employment without good reason or if his employment is terminated for cause, he is entitled to his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination; |
| • | if we terminate the executive’s employment without cause or if the executive terminates his employment for good reason not in connection with a change in control or within two (2) years after a change in control, he is entitled to (a) his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, to be paid within six (6) days of the date of termination, (b) a payment equal to two times the sum of the amount of his base salary for the year in which the termination occurs plus all bonus, profit sharing and other annual incentive payments made by us to him with respect to the most recent full year preceding the year in which the termination occurs, to be paid within thirty (30) days of the date of termination, and (c) benefits equal in value to each life, health, accident or disability benefit to which he was entitled immediately before termination |
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| | for eighteen (18) months after the date of termination, plus the option to have assigned to him any assignable insurance policy owned by us or relating specifically to him; and |
| • | if, prior to and in connection with, or within two (2) years after, a change in control, we terminate the executive’s employment for any reason other than death, disability or cause, he is entitled to (a) his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, to be paid within six (6) days of the date of termination (b) an amount equal to three times the aggregate of his base salary for the year in which the termination occurs plus all bonus, profit sharing and other annual incentive payments made by us to him with respect to the most recent full year preceding the year in which the termination occurs, to be paid within thirty (30) days of the date of termination, and (c) benefits equal in value to each life, health, accident or disability benefit to which he was entitled immediately before termination for eighteen (18) months after the date of termination, plus the option to have assigned to him any assignable insurance policy owned by us or relating specifically to him. |
Under the terms of the agreements, the amount of these severance benefits would be reduced to the extent necessary so that the aggregate amount of benefits would not be subject to excise tax under Sections 280G and 4999 of the Code if and only if (x) such reduction produces a better net after-tax position than the total payment provided for herein and (y) there are no other amounts receivable by the executive from us that may not be reduced such that the aggregate amount of benefits would not be subject to such excise tax.
The agreements provides that the executive is subject to a non-competition and non-solicitation obligation for twelve (12) months following his termination of employment. We may, in our sole discretion, pay the executive his base salary for up to twelve (12) months after the termination date as additional compensation for his compliance with the non-competition and non-solicitation provision of the employment agreement. The executive is required to execute a release of claims.
The agreements also provide that the executive will be entitled to indemnification to the extent permitted by law.
Under the agreements, “cause” means the (a) willful and continued failure by the executive substantially to perform his duties (other than from incapacity due to physical or mental illness) after a demand for substantial performance has been delivered to the executive by our board of directors (which demand must specifically identify the manner in which it is believed the executive has not substantially performed his duties) with a reasonable period of opportunity for such substantial performance to be provided; or (b) willful engaging by the executive in illegal misconduct materially and demonstrably injurious to us.
Under the agreements, “good reason” means any of the following occurs:
| • | any material diminution of the executive’s authority, duties or responsibilities; |
| • | a change in the executive’s business location of more than thirty (30) miles; |
| • | a diminution by us in the executive’s (a) base salary; or (b) prior to and in connection with, or within two (2) years after, a change in control, the target annual bonus amount under any annual incentive plan in a manner inconsistent with other senior management employees; or |
| • | any action or inaction that constitutes a material breach of the employment agreement by us. |
Employment Agreements with Jerry D. Golemon and Allison S. Johnson
We entered into a new employment agreement with Mr. Golemon, effective as of June 10, 2021. This agreement replaced our prior employment agreement with Mr. Golemon. We entered into a new employment agreement with Ms. Johnson in connection with her appointment by our board of directors as Executive Vice President and Chief Financial Officer, effective as of November 19, 2020. This agreement replaced our prior employment agreement with Ms. Johnson. Please refer to our Current Report on Form 8-K/A filed with the SEC on January 4, 2022 for additional information. The material terms of the current and former employment agreements are summarized below.
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Current Agreements
The agreements provide for the payment of base salary, annual incentive bonus, equity (long-term incentive plan) grants, reimbursement of expenses for club dues at a club approved by our board of directors, the use of an automobile and reimbursement for all costs and expenses related to operating the automobile or a vehicle allowance in an amount approved by our board or directors and other customary benefits. The agreement has an initial term of one (1) year and is subject to automatic renewals at the end of such initial term for successive one-year terms, unless either we or the executive gives written notice not to extend at least ninety (90) days before the end of the renewal term.
The executive is entitled to receive severance payments if his or her employment terminates for certain reasons:
| • | if the executive terminates his or her employment without good reason or if her employment is terminated for cause, she is entitled to her base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination; |
| • | if we terminate the executive’s employment without cause or if the executive terminates his or her employment due to death or disability or for good reason not in connection with a change in control or within two (2) years after a change in control, the executive is entitled to (a) the executive’s base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, (b) an amount equal to 150% of (i) the executive’s base salary in effect as of the date of termination, plus (ii) all bonus, profit sharing and other annual incentive payments made by the Company within the year prior to the date of termination, which amount can be paid in lump sum within sixty (60) days of the date of termination or, at our election, in eighteen equal monthly installments, and (c) a lump sum amount equal to the costs to obtain benefits equal in value to each life, health, accident or disability benefit to which she was entitled immediately before termination for eighteen (18) months after the date of termination; or |
| • | if, prior to and in connection with, or within two (2) years after, a change in control, we terminate the executive’s employment for any reason other than death, disability or cause or the executive terminates his or her employment for good reason, the executive is entitled to (a) the executive’s base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, (b) an amount equal to 150% of the executive’s base salary for the year in which the termination occurs plus all bonus, profit sharing and other annual incentive payments made by us to the executive with respect to the most recent full year preceding the year in which the termination occurs, to be paid within sixty (60) days of the date of termination, and (c) a lump sum amount equal to the costs to obtain benefits in value to each life, health, accident or disability benefit to which she was entitled immediately before termination for eighteen (18) months after the date of termination, plus the option to have assigned to the executive any assignable insurance policy owned by us or relating specifically to the executive. |
Under the terms of the agreement, the amount of these severance benefits would be reduced to the extent necessary so that the aggregate amount of benefits would not be subject to excise tax under Sections 280G and 4999 of the Code if and only if (x) such reduction produces a better net after-tax position than the total payment provided for herein and (y) there are no other amounts receivable by the executive from us that may not be reduced such that the aggregate amount of benefits would not be subject to such excise tax.
The agreement provides that Ms. Johnson is subject to a non-competition and non-solicitation obligation for twelve (12) months following her termination of employment. Ms. Johnson is required to execute a release of claims.
The agreement also provides that the executive will be entitled to indemnification to the extent permitted by law.
Under the agreement, “cause” means:
| • | the executive’s breach of the employment agreement, |
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| • | the executive’s failure to satisfactorily perform his or her duties under the employment agreement, to follow the direction (consistent with duties) of our board of directors, the Chief Executive Officer or any other individual to whom she reports, or to follow the procedures, policies and rules of our Company or the Bank, |
| • | any willful act or omission by the executive which is, or is likely to be, injurious to our Company or the Bank or our Company’s or the Bank’s business reputation, |
| • | the executive’s material breach of a material written policy of our Company or the Bank; |
| • | dishonesty, fraud, malfeasance, negligence or misconduct by the executive, including the delay of information delivered to our board of directors, the Chief Executive Officer or any other individual to whom he or she reports, the incompleteness of reporting to our board of directors, the Chief Executive Officer or any other individual to whom he or she reports, or any effort to mislead or improperly influence our board of directors, the Chief Executive Officer or any other individual to whom he or she reports, or |
| • | the executive’s arrest, indictment for, or conviction of, or entry of a plea of guilty or no contest to, a felony or a crime involving moral turpitude; |
provided, that we must provide notice to the executive of the “cause” event and the executive will have the right to cure such event within thirty (30) days.
Under the agreement, “good reason” means any of the following occurs:
| • | an adverse change in the executive’s status or position as Chief Financial Officer or Chief Operating Officer, as applicable (including as a result of any material diminution of his or her duties or responsibilities or no longer reporting directly to the Chief Executive Officer); |
| • | the exercise by the Company of our right to terminate for reason other than cause or a change in the executive’s business location of more than thirty (30) miles; |
| • | a diminution by us in the executive’s (a) base salary; or (b) prior to and in connection with, or within two (2) years after, a change of control, the target annual bonus amount under any annual incentive plan in a manner inconsistent with other senior management employees; or |
| • | any action or inaction that constitutes a material breach of the employment agreement by us; |
provided, that the executive must provide notice to the board of directors of the “good reason” event and the Company will have the right to cure such event within thirty (30) days.
Former Agreement with Allison Johnson
The agreement provided for the payment of base salary, annual incentive bonus, equity (long-term incentive plan) grants, reimbursement of expenses for club dues at a club approved by our board of directors, the use of an automobile and reimbursement for all costs and expenses related to operating the automobile or a vehicle allowance in an amount approved by our board or directors and other customary benefits. The agreement has an initial term of one (1) year and is subject to automatic renewals at the end of such initial term for successive one-year terms, unless either we or she gives written notice not to extend at least ninety (90) days before the end of the renewal term.
Ms. Johnson is entitled to receive severance payments if her employment terminates for certain reasons:
| • | if her employment terminates due to death or disability, she or her estate is entitled to her base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, and we have the option (but not the obligation) to pay a pro rata portion of her target annual incentive bonus for the period in which the termination occurred; |
| • | if she terminates her employment without good reason or if her employment is terminated for cause, she is entitled to her base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination; |
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| • | if we terminate the her employment without cause or if she her employment for good reason not in connection with a change in control or within two (2) years after a change in control, she is entitled to (a) her base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, (b) a payment equal to the amount of her base salary for the year in which the termination occurs, which amount can be paid in lump sum within sixty (60) days of the date of termination or, at our election, in eighteen equal monthly installments, and (c) a lump sum amount equal to the costs to obtain benefits equal in value to each life, health, accident or disability benefit to which she was entitled immediately before termination for eighteen (18) months after the date of termination; or |
| • | if, prior to and in connection with, or within two (2) years after, a change in control, we terminate her employment for any reason other than death, disability or cause or she terminates her employment for good reason, she is entitled to (a) her base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, (b) an amount equal to 150% of her base salary for the year in which the termination occurs plus all bonus, profit sharing and other annual incentive payments made by us to her with respect to the most recent full year preceding the year in which the termination occurs, to be paid within sixty (60) days of the date of termination, and (c) a lump sum amount equal to the costs to obtain benefits in value to each life, health, accident or disability benefit to which she was entitled immediately before termination for eighteen (18) months after the date of termination, plus the option to have assigned to her any assignable insurance policy owned by us or relating specifically to her. |
Under the terms of the agreement, the amount of these severance benefits would be reduced to the extent necessary so that the aggregate amount of benefits would not be subject to excise tax under Sections 280G and 4999 of the Code if and only if (x) such reduction produces a better net after-tax position than the total payment provided for herein and (y) there are no other amounts receivable by Ms. Johnson from us that may not be reduced such that the aggregate amount of benefits would not be subject to such excise tax.
The agreement provides that Ms. Johnson is subject to a non-competition and non-solicitation obligation for twelve (12) months following her termination of employment. Ms. Johnson is required to execute a release of claims.
The agreement also provides that Ms. Johnson will be entitled to indemnification to the extent permitted by law.
Under the agreement, “cause” means:
| • | Ms. Johnson’s breach of the employment agreement, |
| • | Ms. Johnson’s failure to satisfactorily perform her duties under the employment agreement, to follow the direction (consistent with duties) of our board of directors, the Chief Executive Officer or any other individual to whom she reports, or to follow the procedures, policies and rules of our Company or the Bank, |
| • | any willful act or omission by Ms. Johnson which is, or is likely to be, injurious to our Company or the Bank or our Company’s or the Bank’s business reputation, |
| • | Ms. Johnson’s material breach of a material written policy of our Company or the Bank; |
| • | dishonesty, fraud, malfeasance, negligence or misconduct by Ms. Johnson, including the delay of information delivered to our board of directors, the Chief Executive Officer or any other individual to whom she reports, the incompleteness of reporting to our board of directors, the Chief Executive Officer or any other individual to whom she reports, or any effort to mislead or improperly influence our board of directors, the Chief Executive Officer or any other individual to whom she reports, or |
| • | Ms. Johnson’s arrest, indictment for, or conviction of, or entry of a plea of guilty or no contest to, a felony or a crime involving moral turpitude; |
provided, that we must provide notice to Ms. Johnson of the “cause” event and she will have the right to cure such event within thirty (30) days.
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Under the agreement, “good reason” means any of the following occurs:
| • | an adverse change in Ms. Johnson’s status or position as Chief Financial Officer (including as a result of any material diminution of her duties or responsibilities or no longer reporting directly to the Chief Executive Officer); |
| • | the exercise by our Company of our right to terminate for reason other than cause or a change in Ms. Johnson’s business location of more than thirty (30) miles; |
| • | a diminution by us in Ms. Johnson’s (a) base salary; or (b) prior to and in connection with, or within two (2) years after, a change of control, the target annual bonus amount under any annual incentive plan in a manner inconsistent with other senior management employees; or |
| • | any action or inaction that constitutes a material breach of the employment agreement by us. |
Former Agreement with Jerry D. Golemon
The agreement provided for the payment of base salary, annual incentive bonus, equity (long-term incentive plan) grants, reimbursement of expenses for club dues at a club approved by our board of directors, the use of an automobile and reimbursement for all costs and expenses related to operating the automobile or a vehicle allowance in an amount approved by our board or directors and other customary benefits. The agreement was subject to automatic renewals at the end of each renewal term for successive one-year terms, unless either we or the executive gives written notice not to extend at least ninety (90) days before the end of the renewal term.
The executive is entitled to receive severance payments if his employment terminates for certain reasons:
| • | if the executive’s employment terminates due to death or disability, he or his estate is entitled to his base salary, accrued vacation and other benefits accrued or payable but not yet paid, through the date of termination, and we have the option (but not the obligation) to pay a pro rata portion of his target annual incentive bonus for the period in which the termination occurred; |
| • | if the executive terminates his employment without good reason or if his employment is terminated for cause, he is entitled to his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination; |
| • | if we terminate the executive’s employment without cause or if the executive terminates his employment for good reason not in connection with a change in control or within two (2) years after a change in control, he is entitled to (a) his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, to be paid within six (6) days of the date of termination, (b) a payment equal to the amount of his base salary for the year in which the termination occurs, which amount can be paid in lump sum within thirty (30) days of the date of termination or, at our election, in twelve equal monthly installments, and (c) benefits equal in value to each life, health, accident or disability benefit to which he was entitled immediately before termination for twelve (12) months after the date of termination; or |
| • | if, prior to and in connection with, or within two (2) years after, a change in control, we terminate the executive’s employment for any reason other than death, disability or cause or the executive terminates his employment for good reason, he is entitled to (a) his base salary, accrued vacation and other benefits earned or payable but not yet paid, through the date of termination, to be paid within six (6) days of the date of termination, (b) an amount equal to his base salary for the year in which the termination occurs plus all bonus, profit sharing and other annual incentive payments made by us to him with respect to the most recent full year preceding the year in which the termination occurs, to be paid within thirty (30) days of the date of termination, and (c) benefits equal in value to each life, health, accident or disability benefit to which he was entitled immediately before termination for twelve (12) months after the date of termination, plus the option to have assigned to him any assignable insurance policy owned by us or relating specifically to him. |
Under the terms of the agreement, the amount of these severance benefits would be reduced to the extent necessary so that the aggregate amount of benefits would not be subject to excise tax under Sections 280G and 4999 of the Code if and only if (x) such reduction produces a better net after-tax position than the total payment provided
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for herein and (y) there are no other amounts receivable by the executive from us that may not be reduced such that the aggregate amount of benefits would not be subject to such excise tax.
The agreement provided that the executive would be subject to a non-competition and non-solicitation obligation for twelve (12) months following his termination of employment. The executive is required to execute a release of claims.
The agreement also provided that the executive will be entitled to indemnification to the extent permitted by law.
Under the agreement, “cause” means:
| • | the executive’s breach of the employment agreement, |
| • | the executive’s failure to satisfactorily perform his duties under the employment agreement, to follow the direction (consistent with duties) of our board of directors or any other individual to whom the executive reports, or to follow our procedures, policies and rules, |
| • | any willful act or omission by the executive which is, or is likely to be, injurious to us or our business reputation, |
| • | dishonesty, fraud, malfeasance, negligence or misconduct by the executive, including the delay of information delivered to our board of directors or any other individual to whom the executive reports, the incompleteness of reporting to our board of directors or any other individual to whom the executive reports, or any effort to mislead or improperly influence our board of directors or any other individual to whom the executive reports, |
| • | the executive’s arrest, indictment for, or conviction of, or entry of a plea of guilty or no contest to, a felony or a crime involving moral turpitude, or |
| • | the executive’s resignation or failure to perform services under the employment agreement; |
provided, that we must provide notice to the executive of the “cause” event in the first four bullet points above and the executive will have the right to cure such event within thirty (30) days.
Under the agreements, “good reason” means any of the following occurs:
| • | any material diminution of the executive’s authority, duties or responsibilities; |
| • | a change in the executive’s business location of more than thirty (30) miles; |
| • | a diminution by us in the executive’s (a) base salary; or (b) prior to and in connection with, or within two (2) years after, a change of control, the target annual bonus amount under any annual incentive plan in a manner inconsistent with other senior management employees; or |
| • | any action or inaction that constitutes a material breach of the employment agreement by us. |
Award Agreements with Our Named Executive Officers
The RSU agreements with our named executive officers under our stock incentive plans, as further described in the section titled “Stock Incentive Plans” below, provide that their outstanding RSU awards will fully vest upon the earlier of: (i) the named executive officer’s disability, (ii) the named executive officer’s death, (iii) immediately prior to a change in control of the Company, (iv) the named executive officer terminating his status as a service provider for good reason, and (v) the Company terminating the named executive officer’s employment without cause. The stock option award agreements with our named executive officers under our stock incentive plans, as further described in the section titled “Stock Incentive Plans” below, provide that any unvested stock
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options will terminate upon their cessation of services due to disability, death or any other reason, unless otherwise determined by the Compensation Committee.
Stock Incentive Plans
2008 Stock Plan
In 2008, we adopted the ST Financial Group, Inc. 2008 Stock Plan (the “2008 Stock Plan”) to provide incentive compensation opportunities that are competitive with those of similar companies in order to attract, retain and motivate eligible participants by providing for both the direct award or sale of shares and for the grant of options to purchase shares of our common stock. The 2008 Stock Plan was subsequently amended on May 17, 2012, May 23, 2013 and May 21, 2015 to increase the number of shares of common stock reserved for issuance to 1,750,000 (such amounts after giving effect to our 1-for-2 reverse stock split on March 16, 2017), and on January 19, 2017 to maintain compliance with applicable laws.
The maximum number of shares of our common stock that may be issued pursuant to grants or options under the 2008 Stock Plan is 1,750,000 shares. Shares covered by an award will be counted as used only to the extent that they are actually issued. In addition, shares attributable to the non-vested, unpaid, unexercised, unconverted or otherwise unsettled portion of any award that is forfeited or cancelled or expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in full will again be available for grant of additional awards under the 2008 Stock Plan within the limits provided by the 2008 Stock Plan. As of December 31, 2021, options to purchase 576,325 shares of our common stock under the 2008 Stock Plan were outstanding. We do not intend to make any further grants of awards under the 2008 Stock Plan. Rather, further award grants will be made under our 2017 Stock Plan. A summary of the material terms of the 2008 Stock Plan are described below.
Plan Administration. The 2008 Stock Plan may be administered by our board of directors or one or more committees of our board of directors. The 2008 Stock Plan has historically been administered by our board of directors, but as of February 23, 2017, is now administered by our compensation committee. Our compensation committee has the authority to designate participants, determine the type and number of awards to be granted under the 2008 Stock Plan and determine the terms and conditions of any such award.
Eligibility. The 2008 Stock Plan permits the grant of stock options not described in Sections 422(b) or 423(b) of the Code and the direct award or sale of shares of common stock to our employees, officers, outside directors and consultants. The 2008 Stock Plan also permits the grant of incentive stock options to employees and officers.
Incentive Awards. The 2008 Stock Plan authorizes stock options and stock awards.
| • | Stock Options. A stock option gives the grantee the right to purchase a certain number of shares of our common stock at a future date at a specified price per share generally equal to, but not less than, the fair market value of a share on the date of grant. The exercise price of each stock option granted under the 2008 Stock Plan will be determined by the compensation committee. The compensation committee may authorize the grant of either an incentive stock option (“ISO”) or a nonqualified stock option (“NQSO”) that does not constitute an incentive stock option. ISO benefits are taxed differently from NQSOs, as described under “Federal Income Tax Treatment of Awards under the 2008 Stock Plan” below. Stock options are subject to vesting requirements generally over a five-year period of continued service. Full payment for shares purchased on the exercise of any option must be made at the time of such exercise in a manner approved by our compensation committee. |
| • | Stock Awards. A stock award represents the right to purchase or receive shares of our common stock, typically a fixed number of shares. Our compensation committee specifies the price, if any, the participant must pay for such shares and the restrictions (which may include, for example, continued service and/or performance standards) imposed on such shares. Any right to purchase shares will automatically expire if not exercised within 30 days after the grant of the right was communicated to the participant. |
Payment for Shares. The exercise price for stock options and the purchase price (if any) for stock awards may be paid in any of the following forms as determined by our board of directors or compensation committee and set
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forth in the award agreement: (a) cash, (b) existing shares of our common stock (unless this would cause us to recognize additional compensation expense with respect to the option for financial reporting purposes), (c) issuance of a full-recourse promissory note secured by a pledge of the shares purchased, (d) a broker-assisted cashless exercise, or (e) proceeds from a loan from a broker approved by us secured by a pledge of the shares purchased. Notwithstanding the foregoing, no such loans, notes or other exercise arrangements will be permitted to the extent that such arrangement is prohibited by applicable law, including but not limited to Section 13(k) of the Exchange Act.
Agreements. The terms of each grant or award of shares or stock options, including terms relating to vesting, are set forth in a stock option agreement or stock purchase agreement; provided that no stock option award will have a term that exceeds 10 years from the date of grant or an exercise price of less than 100% of the fair market value of a share of our common stock on the date of grant.
Regulatory Requirements. If our capital falls below minimum regulatory requirements, if directed by federal or state regulators, we may require the option or award holder to exercise (to the extent then exercisable) or forfeit the option or award within such time period as required by the regulators.
Transfer Restrictions. Any shares granted or issued upon exercise of an option are subject to special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the board of directors may determine at the time of grant. Stock options are generally only transferable by beneficiary designation, gift to an immediate family member, a will or other laws of descent and distribution. Stock awards are not transferable.
Termination of Employment. Unless the board of directors provides otherwise in an agreement, upon a termination of a participant’s employment, such participant’s stock options or unvested grant of shares will generally cease to be exercisable and will terminate on the date of such termination.
Change in Control. Unless the board of directors provides otherwise in a stock option agreement, upon a “change in control” (as defined in the 2008 Stock Plan) in which there is an acquiring or surviving entity, all options to the extent not previously terminated or vested will be accelerated and fully exercisable if the stock options do not remain outstanding, the options are not assumed by the surviving corporation or its parent, and the surviving corporation or its parent does not substitute options with substantially the same terms.
Right of Repurchase. We generally have a right to repurchase the shares of stock issued upon the exercise of any stock option granted under the 2008 Stock Plan from the holder upon the termination of the holder’s employment. We do not intend to exercise this right.
Amendment and Termination. Our board of directors may, in its discretion, amend or alter the terms of the 2008 Stock Plan at any time, provided that our shareholders must approve any amendment if the amendment increases the number of shares available for issuance under the 2008 Stock Plan, materially changes the class of persons who are eligible for the grant of ISOs or shareholder approval is required under applicable law or regulation. Shareholder approval will not be required for any other amendment to the 2008 Stock Plan. Our board of directors may modify the terms and conditions of any outstanding options; provided, that no amendment may impair the option holder’s rights or increase the option holder’s obligations under such options without the consent of the option holder. Additionally, except in connection with a corporate transaction involving our Company (including stock dividend, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation or similar corporate transaction), the terms of outstanding options may not be amended to reduce the exercise price or cancel outstanding options in exchange for cash, other awards of shares of options or options with an exercise price that is less than the exercise price of the original options without stockholder approval. The 2008 Stock Plan will automatically terminate on May 21, 2025, which is 10 years after the most recent increase in the number of shares reserved under the 2008 Stock Plan that was approved by our shareholders in May 2015.
Federal Income Tax Treatment of Awards under the 2008 Stock Plan. Federal income tax consequences (subject to change) relating to awards under the 2008 Stock Plan are summarized in the following discussion. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences.
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For NQSOs, we generally are entitled to deduct (and the optionee recognizes taxable income in) an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. For ISOs, we are generally not entitled to a deduction, nor does the participant recognize income at the time of exercise. The current federal income tax consequences of other awards authorized under the 2008 Stock Plan generally follow certain basic patterns: nontransferable stock awards subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses and performance share awards are generally subject to tax at the time of payment. We will generally have a corresponding deduction at the time the participant recognizes income. However, as for those awards subject to ISO treatment, we would generally have no corresponding compensation deduction.
If an award is accelerated under the 2008 Stock Plan in connection with a change in control (as this term is used under the Code), we may not be permitted to deduct the portion of the compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits under the Code (and certain related excise taxes may be triggered).
2017 Stock Incentive Plan
On January 19, 2017, our board of directors approved the adoption of the 2017 Stock Incentive Plan (the “2017 Stock Plan”) and recommended to the shareholders that the 2017 Stock Plan be approved. Our shareholders approved the 2017 Stock Plan on February 23, 2017.
The purpose of the 2017 Stock Plan is to attract and retain officers, employees, directors and other service providers by providing them with additional incentives, and to promote the long-term growth and profitability of our Company. The maximum number of shares of common stock that may be issued pursuant to awards under the 2017 Stock Plan equals 1,000,000 (after giving effect to our 1-for-2 reverse stock split on March 16, 2017), all of which may be subject to incentive stock option treatment. The total number of shares that may be issued for awards to any single participant during a calendar year is 250,000 (after giving effect to our 1-for-2 reverse stock split on March 16, 2017). Shares covered by an award will be counted as used only to the extent that they are actually issued. In addition, shares attributable to the non-vested, unpaid, unexercised, unconverted or otherwise unsettled portion of any award that is forfeited or cancelled or expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in full will again be available for grant of additional awards under the 2017 Stock Plan within the limits provided by the 2017 Stock Plan. As of December 31, 2021, options to purchase 187,645 shares of our common stock under the 2017 Stock Plan were outstanding and our Company had 112,547 available shares for future option grants under the 2017 Stock Plan. See “Outstanding Equity Awards at 2021 Fiscal Year-End” above. A summary of the material terms of the 2017 Stock Plan is described below.
Administration. Our board of directors or one or more committees appointed by our board of directors will administer the 2017 Stock Plan. Our board of directors may delegate some or all of its authority with respect to the 2017 Stock Plan to a committee of directors and may delegate certain limited award grant authority to one or more officers of our Company. The appropriate acting body, be it our board of directors, a committee within its delegated authority or an officer within his or her delegated authority, is referred to in this summary as the “Administrator.” The Administrator determines which employees, directors and other individuals shall receive grants of awards, the number of shares that are subject to awards and the terms and conditions of such awards, including the price (if any) to be paid for the shares or the award. Along with other authority granted to the Administrator under the 2017 Stock Plan, the Administrator may (a) determine fair market value, (b) select recipients of awards, (c) determine the number of shares subject to awards, (d) determine the terms and conditions of awards, and (e) amend outstanding awards.
Eligibility. Persons eligible to receive awards under the 2017 Stock Plan include our officers, employees, directors and other service providers. The Administrator determines from time to time the participants to whom awards will be granted.
Adjustments or Changes in Capitalization. In the event of any change in the outstanding shares of common stock by reason of a stock dividend, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation or similar corporate transaction, the Administrator will provide for a substitution for or an adjustment in the (a) number and class of securities subject to outstanding awards, (b) the consideration to be received upon exercise or vesting of an award, (c) the exercise price of options, (d) the aggregate number and class of securities for
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which awards may be granted under the 2017 Stock Plan, and/or (e) the maximum number of securities with respect to which an employee may be granted awards during any calendar year.
Performance Goals. The performance goals for awards intended to qualify as “performance-based compensation” will be based on measurable and attainable financial targets selected by our Administrator from the following list with respect to our Company: growth in interest income and expense; net income; net interest margin; efficiency ratio; reduction in nonaccrual loans and non-interest expense; growth in non-interest income and ratios to earnings assets; net revenue growth and ratio to earning assets; capital ratios; asset or liability interest rate sensitivity and gap; effective tax rate; deposit growth and composition; liquidity management; securities portfolio (value, yield, spread, maturity, or duration); earning asset growth and composition (loans, securities); non-interest income (e.g., fees, premiums and commissions, loans, wealth management, treasury management, insurance, funds management); overhead ratios, productivity ratios; credit quality measures; return on assets; return on equity; economic value of equity; compliance and regulatory ratings; internal controls; enterprise risk measures (e.g., interest rate, loan concentrations, portfolio composition, credit quality, operational measures, compliance ratings, balance sheet, liquidity, insurance); volume in production or loans; cash flow; cost; revenues; sales; ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; gross margin; profit margin; earnings per share; operating earnings; capital expenditures; expenses or expense levels; economic value added; ratio of operating earnings to capital spending or any other operating ratios; free cash flow; net profit; net sales; net asset value per share; the accomplishment of mergers, acquisitions, dispositions, securities offerings or similar extraordinary business transactions; sales growth; price of our common stock; return on investment; return on assets, equity or shareholders’ equity; market share; inventory levels, inventory turn or shrinkage; customer satisfaction; or total return to shareholders. The Administrator may provide in any award intended to qualify as performance-based compensation under Section 162(m) of the Code that any evaluation of performance may include or exclude the impact, if any, on reported financial results of any of the following events that occurs during a performance period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) changes in tax laws, accounting principles or other laws or provisions, (d) reorganization or restructuring programs, (e) acquisitions and divestitures, (f) foreign exchange gains or losses, or (g) gains and losses that are treated as unusual in nature or that occur infrequently under ASC Topic 225. Performance goals may be absolute in their terms or measured against or in relationship to other companies. Performance goals may be particular to an award recipient or the department, branch, affiliate or division in which the award recipient works, or may be based on the performance of our Company, one or more affiliates or our Company and one or more affiliates, and may cover such period(s) as the Administrator may specify.
The performance goals will be established by our Administrator.
Incentive Awards. The 2017 Stock Plan authorizes stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and performance-based awards. The 2017 Stock Plan retains the flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Certain awards may be paid or settled in cash. An option or stock appreciation right will expire, or other award will vest, in accordance with the schedule set forth in the applicable award agreement.
Stock Options. A stock option is the right to purchase shares of common stock at a future date at a specified price per share generally equal to, but no less than, the fair market value of a share on the date of grant. An option may either be an ISO or a NQSO. ISO benefits are taxed differently from NQSOs, as described under “Federal Income Tax Treatment of Awards under the 2017 Stock Plan” below. ISOs also are subject to more restrictive terms and are limited in amount by the Code and the 2017 Stock Plan. The exercise price for each option granted is determined in accordance with the method as defined in the 2017 Stock Plan, except that the option exercise price may not be less than 100% of the fair market value of a share of our common stock on the date of grant (110% in the case of ISOs granted to an employee who owns stock representing more than 10% of the voting power of our capital stock). All options granted under the 2017 Stock Plan will expire no later than 10 years from the date of grant (5 years in the case of ISOs granted to an employee who owns stock representing more than 10% of the voting power of our capital stock). The method of exercising an option granted under the 2017 Stock Plan will be set forth in the 2017 Stock Plan and the stock option agreement for that particular option. Full payment for shares purchased on the exercise of any option must be made at the time of such exercise in a manner approved by the Administrator.
Stock Appreciation Rights. Stock appreciation rights permit the holder to receive the appreciation in the value of our common stock directly from us in cash or shares of our common stock. The Administrator determines the number of covered shares, the exercise price, the vesting schedule for stock appreciation rights, and whether the stock appreciation rights will be settled in cash or stock. Upon exercise of vested stock appreciation rights, the
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holder will receive, as determined by the Administrator, either (a) cash in an amount equal to the difference between the fair market value of our common stock at the date of exercise and the exercise price of the stock appreciation right, multiplied by the number of shares with respect to which the stock appreciation rights are exercised or (b) a number of shares of our common stock equal to such amount of cash divided by fair market value of our common stock on the date of exercise. The exercise price for each stock appreciation right granted will not be less than the fair market value of a share of our common stock on the date of grant.
Restricted Stock. A grant of shares of restricted stock represents shares of our common stock that are subject to restrictions on disposition and the obligation of the grantee to forfeit and surrender the shares under certain circumstances (forfeiture restrictions). A restricted stock award is typically for a fixed number of shares of common stock subject to restrictions. The Administrator specifies the price, if any, the participant must pay for such shares and the restrictions (which may include, for example, continued service and/or performance standards) imposed on such shares. Except for these restrictions and any others imposed by the Administrator, upon the grant of restricted stock the recipient will have rights of a shareholder with respect to the restricted stock, including the right to vote the restricted stock and to receive all dividends and other distributions paid or made with respect to the restricted stock.
Dividend Equivalent Rights. Dividend equivalent rights entitle the holder to receive payments from our Company in an amount determined by reference to any cash dividends paid on a specified number of shares of our common stock during the period the rights are effective. Payment may be made in cash or shares of our common stock. To the extent a dividend equivalent right is granted in connection with another award that is subject to vesting conditions, such dividend equivalent right generally will vest and be eligible for payment on the same terms and conditions that apply to the vesting of the underlying award.
Performance Awards. The payment of the value of a performance award is conditioned upon the achievement of performance goals set by the compensation committee at the time of granting the performance award and may be paid in cash, shares of our common stock or a combination thereof.
Restricted Stock Units. Restricted stock units are not shares of our common stock and do not entitle the recipients to the rights of a shareholder, but rather entitle the holder upon their settlement to the value of one share of our common stock. Restricted stock units granted under the 2017 Stock Plan may or may not be subject to performance conditions. Restricted stock units will be settled in shares of our common stock or cash in an amount based on the fair market value of our common stock on the settlement date.
Transfer Restrictions. Subject to certain exceptions, awards under the 2017 Stock Plan are not transferable by the recipient and are generally exercisable, during the recipient’s lifetime, only by him or her.
Termination of or Changes to the 2017 Plan. Our board of directors may amend or terminate the 2017 Stock Plan at any time, except that no amendment will be effective without shareholder approval if such approval is required by applicable law or regulation, and no amendment or termination may impair the rights of any holder of outstanding awards without his or her consent. Additionally, no award may be amended or otherwise subject to any action that would be treated, for accounting purposes, as a “repricing” of such award without shareholder approval.
Change in Control. Vesting of awards may be accelerated in the event of certain change in control situations.
Federal Income Tax Treatment of Awards under the 2017 Stock Plan. Federal income tax consequences relating to awards under the 2017 Stock Plan are summarized in the following discussion. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local or international tax consequences.
For NQSOs, we are generally entitled to deduct (and the optionee recognizes taxable income in) an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. For ISOs, we are generally not entitled to a deduction nor does the optionee recognize income at the time of exercise. The current federal income tax consequences of other awards authorized under the 2017 Stock Plan generally follow certain basic patterns: stock appreciation rights are taxed and deductible in substantially the same manner as NQSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions
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lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses and performance share awards are generally subject to tax at the time of payment; cash-based awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. We will generally have a corresponding deduction at the time the participant recognizes income. However, as for those awards subject to ISO treatment, we would generally have no corresponding compensation deduction.
Tax Reform
H.R.1, originally known as the Tax Cuts and Jobs Act, was enacted on December 22, 2017 (the “Tax Reform”). Prior to the Tax Reform, Section 162(m) of the Code generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a company’s Chief Executive Officer or any of its three next-highest-paid employees (other than its Chief Financial Officer). Performance-based compensation is not subject to this limit on deductibility so long as such compensation meets certain requirements, including stockholder approval of material terms. The Tax Reform includes a major overhaul to Section 162(m), which took effect for tax years beginning after December 31, 2017. Under the Tax Reform, all new grants of executive compensation will be subject to the $1 million limit on deductibility, including performance based and non-performance based compensation. The Tax Reform contains a grandfathering provision that provides that any compensation pursuant to a written binding contract that was in effect on November 2, 2017 and was not materially modified after that date is not subject to this change to the exception to the $1 million limit on deductibility.
Director Compensation
We currently pay our directors, other than those directors who are employed by the Bank or us, based on the directors’ participation in board and committee meetings, and the Bank currently pays its directors in the same manner. Directors who are also employed by the Bank or us do not receive director remuneration for serving as a director of the Bank or us, but are compensated in their capacity as employees. Our director compensation program is designed in recognition of the time commitment and preparations required for directors to fulfill their responsibilities and to assist in recruiting high-caliber directors. Our director fees are as follows:
Annual retainer fee | $16,000 (paid $4,000 per quarter) |
Annual committee chair retainer | $4,000 (paid $1,000 per quarter) |
Meeting fees | $1,000 for each board of directors meeting and $500 for each committee meeting |
In addition, our compensation committee may, in its discretion, award the directors an annual equity award. Our compensation committee granted each non-employee director serving as of January 21, 2021 restricted stock units of 1,500 shares of our common stock, which will vest in five equal-annual installments on each of the first five anniversaries of the April 1, 2021 grant date.
The following table sets forth the compensation earned, awarded or paid during 2021 to each director who served on our board of directors in 2021, other than Messrs. Bass and McGuire, whose compensation is described in the “Summary Compensation Table” above. The table also includes compensation earned by each director that is attributable to his service as a director of the Bank.
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| | Fees Earned | | | Stock | | | Option | | | All Other | | | | | |
| | or Paid in | | | Awards | | | Awards | | | Compensation | | | | | |
Name | | Cash ($) | | | ($) | | | ($) | | | ($) | | | Total ($) | |
Robert S. Beall | | | 49,500 | | | | 34,350 | | | | - | | | | - | | | | 83,850 | |
Nelda Luce Blair | | | 38,000 | | | | 34,350 | | | | - | | | | - | | | | 72,350 | |
Allen C. Jones, IV | | | 26,500 | | | | 34,350 | | | | - | | | | - | | | | 60,850 | |
Thomas Jones, Jr. | | | 39,500 | | | | 34,350 | | | | - | | | | - | | | | 73,850 | |
Steven Gregory Kidd | | | 39,000 | | | | 34,350 | | | | - | | | | - | | | | 73,350 | |
Leo T. Metcalf, III | | | 72,000 | | | | 34,350 | | | | - | | | | - | | | | 106,350 | |
Steven M. Morris | | | 81,500 | | | | 34,350 | | | | - | | | | - | | | | 115,850 | |
William K. Nix | | | 43,000 | | | | 34,350 | | | | - | | | | - | | | | 77,350 | |
Akash J. Patel | | | 42,500 | | | | 34,350 | | | | - | | | | - | | | | 76,850 | |
H.D. Patel | | | 38,000 | | | | 34,350 | | | | - | | | | - | | | | 72,350 | |
Thomas C. Sooy | | | 75,500 | | | | 34,350 | | | | - | | | | - | | | | 109,850 | |
(1) | Assumptions used in the calculation of the amounts in this column is included in Note 15 to our audited consolidated financial statements included in this Annual Report on Form 10-K. The amounts represent the aggregate grant date fair values of equity awards granted pursuant to our 2017 Stock Plan and 2008 Stock Plan during the applicable year, computed in accordance with ASC 718. |
(2) | During 2021, each non-employee director who served on our board of directors as of January 21, 2021 was awarded restricted stock units to purchase 1,500 shares of our common stock under our 2017 Stock Plan. The aggregate number of restricted stock units held by our existing non-employee directors as of December 31, 2021 is as follows: |
Name | | No. of Stock Awards | |
Robert S. Beall | | | 1,500 | |
Nelda Luce Blair | | | 1,500 | |
Allen C. Jones, IV | | | 1,500 | |
Thomas Jones, Jr. | | | 1,500 | |
Steven Gregory Kidd | | | 1,500 | |
Leo T. Metcalf, III | | | 1,500 | |
Steven M. Morris | | | 1,500 | |
William K. Nix | | | 1,500 | |
Akash J. Patel | | | 1,500 | |
H.D. Patel | | | 1,500 | |
Thomas C. Sooy | | | 1,500 | |
(3) | Mr. Nix served as Vice Chairman of the Bank from November 2018 to November 2020. |
All non-employee directors have been and will continue to be reimbursed for their reasonable out-of-pocket travel expenses incurred in attending meetings of our board of directors or any committees of the board of directors. Directors are also entitled to the protection provided by the indemnification provisions in our Certificate of Formation and Bylaws, as well as the articles of incorporation and bylaws of the Bank.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information with respect to the beneficial ownership of our common stock as of February 28, 2022 subject to certain assumptions set forth in the footnotes, for:
| • | each shareholder, or group of affiliated shareholders, who we know beneficially owns more than five percent of the outstanding shares of our common stock; |
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| • | each of our named executive officers; and |
| • | all of our executive officers and directors as a group. |
Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares of common stock subject to options and warrants currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding the options or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of our common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.
The number of shares and percentages of beneficial ownership set forth below are based on 17,455,887 shares of our common stock outstanding on February 28, 2022.
Unless otherwise indicated, the address of each of the individuals named in the table below under “Named Executive Officers and Directors” is c/o Spirit of Texas Bancshares, Inc., 1836 Spirit of Texas Way, Conroe, Texas 77301.
| | Number of | | | | | |
| | Shares | | | Percentage | |
| | Beneficially | | | Beneficially | |
Name of Beneficial Owner | | Owned | | | Owned | |
Named Executive Officers and Directors: | | | | | | | | |
Dean O. Bass | | | 264,755 | | | | 1.52 | % |
David M. McGuire | | | 289,569 | | | | 1.65 | % |
Jerry D. Golemon | | | 59,123 | | | * | |
Allison S. Johnson | | | 9,214 | | | * | |
Robert S. Beall | | | 313,534 | | | | 1.79 | % |
Nelda Luce Blair | | | 7,108 | | | * | |
Allen C. Jones, IV | | | 166,474 | | | * | |
Thomas Jones, Jr. | | | 52,391 | | | * | |
Steven Gregory Kidd | | | 1,851,888 | | | | 10.61 | % |
Leo T. Metcalf, III | | | 208,474 | | | | 1.19 | % |
Steven M. Morris | | | 160,891 | | | * | |
William K. Nix | | | 730,679 | | | | 4.19 | % |
Akash J. Patel | | | 209,692 | | | | 1.20 | % |
HD Patel | | | 71,891 | | | * | |
Thomas C. Sooy | | | 50,097 | | | * | |
All Exec Officers and Directors | | | 4,445,780 | | | | 25.01 | % |
Other 5% Shareholders | | | | | | | | |
Blackrock | | | 947,430 | | | | 5.50 | % |
* | Represents beneficial ownership of less than 1% of outstanding shares of common stock. |
(1) | Based on 17,455,887 shares of our common stock outstanding as of February 28, 2022. |
(2) | This number includes 264,755 shares owned directly by Mr. Bass and his spouse jointly. 196,992 shares have been pledged to secure loans from third party lending institutions. |
(3) | This number includes 154,570 shares owned directly by Mr. McGuire, 4,999 shares held by Mr. McGuire for the benefit of his children, and options to purchase 130,000 shares of common stock that are currently exercisable or will become exercisable within 60 days. 136,913 shares have been pledged to secure loans from a third party lending institution. |
(4) | This number includes 14,123 shares owned directly by Mr. Golemon and options to purchase 45,000 shares of common stock that are currently exercisable or will become exercisable within 60 days. |
(5) | This number includes 9,214 shares owned directly by Ms. Johnson. |
(6) | This number includes 188,952 shares owned directly by Mr. Beall, 102,832 shares held by irrevocable trusts of which Mr. Beall is the trustee, and options to purchase 21,750 shares of common stock that are currently exercisable or will become exercisable within 60 days. This number does not include 3,660 shares held by two |
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| irrevocable trusts established for the benefit of Mr. Beall’s children, with respect to which Mr. Beall is not the trustee and does not control the voting or investment decisions of the trustee. Mr. Beall disclaims beneficial ownership of the 3,660 shares held by these trusts. |
(7) | This number includes 7,108 shares owned directly by Ms. Blair. |
(8) | This number includes 166,474 shares owned directly by Mr. Allen C. Jones. |
(9) | This number includes 28,141 shares owned directly by Mr. Thomas Jones and options to purchase 24,250 shares of common stock that are currently exercisable or will become exercisable within 60 days. |
(10) | This number includes 516,578 shares owned directly by Mr. Kidd, and 1,335,310 shares held by trusts of which Mr. Kidd is the trustee. |
(11) | This number includes 57,189 shares owned directly by Mr. Metcalf, 52,000 shares held by Mr. Metcalf’s IRA, 28,809 shares held by Mr. Metcalf’s spouse. This number also includes 70,476 shares held by a family limited partnership that is owned by Mr. Metcalf’s spouse and three adult children. Any decisions to vote or dispose of the shares must be made by at least two of the four partners in the family limited partnership. Mr. Metcalf disclaims beneficial ownership over the shares held by his spouse and the family limited partnership. |
(12) | This number includes 107,000 shares owned directly by Mr. Morris and his spouse jointly, 34,641 shares of common stock owned directly by Mr. Morris, and options to purchase 19,250 shares of common stock that are currently exercisable or will become exercisable within 60 days. |
(13) | This number includes 639,725 shares owned directly by Mr. Nix, and 90,954 shares held by trusts of which Mr. Nix is one of the co-trustees. |
(14) | This number includes 185,442 shares owned directly by Mr. Akash J. Patel and options to purchase 24,250 shares of common stock that are currently exercisable or will become exercisable within 60 days. |
(15) | This number includes 18,891 shares owned directly by Mr. H. D. Patel, 50,000 shares owned by a family limited partnership that Dr. H. D. Patel controls and options to purchase 3,000 shares of common stock that are currently exercisable or will become exercisable within 60 days. |
(16) This number includes 26,767 shares owned directly by Mr. Sooy, 15,330 shares held by Mr. Sooy’s IRA, and options to purchase 8,000 shares of common stock that are currently exercisable or will become exercisable within 60 days.
(17) Based solely on information provided in a Schedule 13G/A jointly filed with the SEC on February 3, 2022, BlackRock, Inc. reports sole voting and dispositive power with respect to 930,748 and 947,430 shares of common stock, respectively. The address of the reporting person is 55 East 52nd Street, New York, New York 10055.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
General
Some of our officers, directors and principal shareholders and their affiliates are customers of the Bank. Such officers, directors and principal shareholders and their affiliates have had transactions in the ordinary course of business with the Bank, including borrowings, all of which were effected on substantially the same terms and conditions, including interest rate and collateral, as those prevailing from time to time for comparable transactions with unaffiliated persons and did not involve more than the normal risk of collectability or other unfavorable features. We expect to continue to have such transactions on similar terms and conditions with such officers, directors and shareholders and their affiliates in the future.
In addition to the above-described relationships and the director and executive officer compensation arrangements discussed in “Executive Compensation and Other Matters,” the following is a description of transactions since January 1, 2021, including currently proposed transactions to which we have been or are to be a party in which the amount involved exceeded or will exceed $120,000, and in which a related party had or will have a direct or indirect material interest. A “related party” is any of our directors, executive officers or beneficial holders of more than five percent of our capital stock, or their immediate family members or entities owned or controlled by them.
Loans
The Bank has made in the past and, assuming continued satisfaction of generally applicable credit standards, expects to continue to make loans to directors, executive officers and their associates (i.e., corporations or organizations for which they serve as officers or directors or in which they have beneficial ownership interests of ten
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percent or more). These loans have all been made in the ordinary course of the Bank’s business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not affiliated with us and do not involve more than the normal risk of collectability or present other unfavorable features.
Other Relationships
We currently lease our branch location (Colleyville Banking Center) at 5712 Colleyville Boulevard, Colleyville, Texas, pursuant to a lease from Beall Legacy Partners L.P., an entity controlled by Robert S. Beall, one of our directors, and his children. The amount incurred by us under the lease for the year ended December 31, 2021 was approximately $157,008. We believe the amounts paid and the terms of the lease are reasonable, customary and market.
Kevin Bass, the son of Dean O. Bass, our Chairman and Chief Executive Officer, is an employee and officer of the Bank. Total compensation, including restricted stock units, that we paid to Kevin Bass was approximately $253,100 in 2021, which included reimbursement for club dues, chamber of commerce fees and mobile phone and 401(k) match totaling $7,658 for 2021.
Will Metcalf, the son of Leo T. Metcalf, III, one of our directors, is an employee and officer of the Bank. Total compensation including the fair value of restricted stock units, that we paid to Will Metcalf was approximately $149,557 in 2021, which included reimbursement for club dues and mobile phone and 401(k) match totaling $5,573 for 2021.
Review and Approval of Transactions with Related Persons
Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors and principal shareholders). We have adopted policies to comply with these regulatory requirements and restrictions.
Our related party transaction policy complies with all applicable requirements of the SEC and NASDAQ concerning related party transactions. Related party transactions will be referred for approval or ratification to our audit committee. This review will cover any transaction in which we were or are to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. In determining whether to approve a related party transaction, our audit committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the materiality of the transaction to the related party, the customary (or non-customary) nature of the terms of the transaction, the appearance of an improper conflict of interests for any related party, taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies.
Since January 1, 2021, there have been no transactions that were required to be reported in this section where the related party policy and procedures did not require review, approval or ratification or where the policy and procedures were not followed.
Director Independence
Under NASDAQ rules, a majority of our board of directors must be comprised of “independent directors” as defined by the NASDAQ rules. The NASDAQ rules, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors. Furthermore, we have determined that the following commercial relationships will not be considered to be a material relationship that would impair a director’s independence: lending relationships, deposit relationships or other banking relationships (such as depository, transfer, registrar, indenture trustee, trusts and estates, private banking, investment management, custodial, securities
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brokerage, cash management and similar services) between our Company and the Bank, on the one hand, and the director, an immediate family member of the director or a company with which the director or such director’s immediate family member is affiliated by reason of being a director, employee, consultant, executive officer, general partner or an equity holder thereof, on the other, provided that: (a) such relationships are in the ordinary course of our Company or the Bank’s business, are on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons and any such loan did not involve more than the normal risk of collectability or present other unfavorable features; and (b) any such loan has been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve Board (the “Federal Reserve”), the Sarbanes-Oxley Act of 2002 and Section 13(k) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Our board of directors has undertaken a review of the independence of each director and director nominee based upon the NASDAQ rules and our corporate governance documents. Applying these standards, our board of directors has affirmatively determined that each of Akash J. Patel, H. D. Patel, Thomas C. Sooy, Robert S. Beall, Steven M. Morris, Thomas Jones, Jr., Leo T. Metcalf, III, Allen C. Jones, IV and Nelda Luce Blair qualifies as an independent director under applicable rules. Messrs. Bass and McGuire do not meet these independence standards because they are executive officers and employees, and Mr. Nix does not meet these independence standards because he was an employee within the past three years. Further, our board of directors has determined that Mr. Kidd is not independent as a result of his ownership interest in the Company. In making these determinations, our board of directors considered the current and prior relationships that each director has with the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”
There were no material transactions or relationships between us and any of our independent directors during 2021 and from year-end 2021 until the date of this Annual Report on Form 10-K. In making its determination that our non-employee directors are independent, in addition to the transactions described in the section titled “Certain Relationships and Related Party Transactions,” our board of directors also considered the following: Thomas Jones, Jr.’s firm, McConnell & Jones LLP, provided tax services to David McGuire for his personal federal tax return. For 2021, the amount Mr. McGuire paid to Mr. Jones’ firm for the tax services was de minimus.
Our board of directors felt that neither of these transactions affected any director’s independence because none of the independent directors had a direct or indirect material interest in these transactions.
Item 14. Principal Accounting Fees and Services.
Audit Committee Pre-Approval Policies and Procedures
The audit committee selects and oversees our independent auditor. In addition, it is required to pre-approve the audit and non-audit services performed by our independent auditor to ensure that such services do not impair the auditor’s independence. Federal securities regulations specify the types of non-audit services that an independent auditor may not provide to us and establish the audit committee’s responsibility for administration of the engagement of our independent auditors. During 2021, the audit committee pre-approved all services provided to us by our independent auditor.
Fees Billed by Independent Registered Public Accounting Firm
The audit committee has reviewed the following audit and non-audit fees billed to the Company by BDO USA, LLP for 2021 and 2020 for purposes of considering whether such fees are compatible with maintaining the auditor’s independence, and concluded that such fees did not impair BDO USA, LLP’s independence. The policy of the audit committee is to pre-approve all audit and non-audit services performed by BDO USA, LLP before the services are performed, including all of the services described under “Audit Fees” and “Audit-Related Fees,” “Tax Fees” and “All Other Fees” below. The audit committee has pre-approved all of the services provided by BDO USA, LLP.
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| | 2021 | | | 2020 | |
Audit Fees (1) | | $ | 519,500 | | | $ | 416,200 | |
Audit-related fees | | | - | | | | - | |
Tax fees | | | - | | | | - | |
All other fees | | | - | | | | - | |
| | | | | | | | |
Total Fees | | $ | 519,500 | | | $ | 416,200 | |
(1) | Audit fees consist of the aggregate fees billed for professional services rendered for (i) the audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, and audit of our internal controls over financial reporting as required by the FDICIA, (ii) services that are normally provided in connection with statutory and regulatory filings or engagements for those years, and (iii) accounting consultations. |
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Part IV
Item 15. Exhibits, Financial Statement Schedules.
| (1) | The consolidated financial statements, notes thereto and independent auditors’ report thereon, filed as part hereof, are listed in Item 8. |
| (2) | All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto. |
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Exhibit No. | | Description |
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2.1 | | Agreement and Plan of Reorganization, dated as of July 19, 2018, by and among Spirit of Texas Bancshares, Inc. and Comanche National Corporation (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2018 (File No. 001-38484)) (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K; however, the registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request). |
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2.2 | | Agreement and Plan of Reorganization, dated as of November 27, 2018, by and among Spirit of Texas Bancshares, Inc. and First Beeville Financial Corporation (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 28, 2018 (File No. 001-38484)) (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K; however, the registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request). |
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2.3 | | Agreement and Plan of Reorganization, dated as of July 24, 2019, by and between Spirit of Texas Bancshares, Inc. and Chandler Bancorp, Inc., and joined in by Kidd Partners, Ltd. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2019 (File No. 001-38484)) (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K; however, the registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request). |
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2.4 | | Branch Purchase and Assumption Agreement, dated as of December 20, 2019, by and between Spirit of Texas Bank, SSB and Simmons Bank (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2019 (File No. 001-38484)) (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K; however, the registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request). |
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2.5 | | Agreement and Plan of Merger, dated as of November 18, 2021, by and between Simmons First National Corporation and Spirit of Texas Bancshares, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2021 (File No. 001-38484)) (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K; however, the registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request). |
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3.1 | | Second Amended and Restated Certificate of Formation of Spirit of Texas Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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3.2 | | Second Amended and Restated Bylaws of Spirit of Texas Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2022 (File No. 001-38484)). |
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3.3 | | Certificate of Amendment to the Second Amended and Restated Certificate of Formation of Spirit of Texas Bancshares, Inc. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (File No. 333-224172) filed on April 6, 2018). |
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4.1 | | Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 26, 2018). |
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4.2 | | Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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4.3* | | Description of Registrant’s Common Stock |
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10.1† | | Executive Employment Agreement, dated February 25, 2021, by and between Spirit of Texas Bancshares, Inc. and Dean O. Bass (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021 (File No. 001-38484)). |
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10.2† | | Executive Employment Agreement, dated February 25, 2021, by and between Spirit of Texas Bancshares, Inc. and David M. McGuire (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021 (File No. 001-38484)).). |
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10.3† | | Executive Employment Agreement, dated February 22, 2021, by and between Spirit of Texas Bancshares, Inc. and Allison S. Johnson (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on January 4, 2022 (File No. 001-38484)). |
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10.4† | | Executive Employment Agreement, dated June 10, 2021, by and between Spirit of Texas Bancshares, Inc. and Jerry D. Golemon (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the SEC on January 4, 2022 (File No. 001-38484)). |
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10.5† | | Spirit of Texas Bancshares, Inc. 2008 Stock Plan (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.6† | | Amendment to the Spirit of Texas Bancshares, Inc. 2008 Stock Plan (dated May 17, 2012) (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.7† | | Amendment to the Spirit of Texas Bancshares, Inc. 2008 Stock Plan (dated May 23, 2013) (incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.8† | | Amendment to the Spirit of Texas Bancshares, Inc. 2008 Stock Plan (dated May 21, 2015) (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.9† | | Second Amendment to the Spirit of Texas Bancshares, Inc. 2008 Stock Plan (dated January 19, 2017) (incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.10† | | Form of Stock Option Agreement under the Spirit of Texas Bancshares, Inc. 2008 Stock Plan (incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.11† | | Spirit of Texas Bancshares, Inc. 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.12† | | Form of Non-qualified Stock Option Agreement under the Spirit of Texas Bancshares, Inc. 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.13† | | Form of Incentive Stock Option Agreement under the Spirit of Texas Bancshares, Inc. 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.13 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.14† | | Form of Restricted Stock Agreement under the Spirit of Texas Bancshares, Inc. 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.15† | | Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.15 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.16† | | Spirit of Texas Bank Non-Qualified Supplemental Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.16 to the Registration Statement on Form S-1 of Spirit of Texas Bancshares, Inc. (Registration No. 333-224172) filed April 6, 2018). |
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10.17 | | Form of Employee Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2019) (File No. 001-38484). |
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10.18 | | Registration Rights Agreement, dated as of July 24, 2019, by and between Spirit of Texas Bancshares, Inc. and Kidd Partners, Ltd. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2019 (File No. 001-38484)). |
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10.19 | | Underwriting Agreement, dated July 25, 2019, by and between Spirit of Texas Bancshares, Inc., Spirit of Texas Bank, SSB, and Stephens Inc. and Keefe, Bruyette & Woods, Inc. (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2019 (File No. 001-38484)). |
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10.20 | | Form of Subordinated Note Purchase Agreement, dated as of July 24, 2020, by and between Spirit of Texas Bancshares, Inc. and each of the Purchasers (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2020 (File No. 001-38484)) (certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K; however the Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished). |
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21.1* | | List of Subsidiaries of Spirit of Texas Bancshares, Inc. |
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23.1* | | Consent of BDO USA, LLP |
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31.1* | | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. |
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31.2* | | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. |
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32.1** | | Section 1350 Certification of Chief Executive Officer. |
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32.2** | | Section 1350 Certification of Chief Financial Officer. |
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101.INS* | | Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
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101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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104* | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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* | | Filed with this Annual Report on Form 10-K |
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** | | Furnished with this Annual Report on Form 10-K |
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† | | Indicates a management contract or compensatory plan. |
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| | Spirit of Texas Bancshares, Inc. |
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Date: March 7, 2022 | | By: | /s/ Dean O. Bass |
| | | Dean O. Bass |
| | | Chairman and Chief Executive Officer |
| | | (Principal Executive Officer) |
| | | |
Date: March 7, 2022 | | By: | /s/ Allison S. Johnson |
| | | Allison S. Johnson |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| | | | |
Name | | Title | | Date |
| | | | |
/s/ Dean O. Bass | | Chairman and Chief Executive Officer (Principal Executive Officer) | | March 7, 2022 |
Dean O. Bass | | | | |
| | | | |
/s/ David M. McGuire | | President and Director | | March 7, 2022 |
David M. McGuire | | | | |
| | | | |
/s/ Allison S. Johnson | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | March 7, 2022 |
Allison S. Johnson | | | | |
/s/ Edward Poole | | Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) | | March 7, 2022 |
Edward Poole | | | | |
| | | | |
/s/ Robert S. Beall | | Director | | March 7, 2022 |
Robert S. Beall | | | | |
| | | | |
/s/ Nelda Luce Blair | | Director | | March 7, 2022 |
Nelda Luce Blair | | | | |
| | | | |
/s/ Thomas Jones, Jr. | | Director | | March 7, 2022 |
Thomas Jones, Jr. | | | | |
| | | | |
/s/ Allen C. Jones, IV | | Director | | March 7, 2022 |
Allen C. Jones, IV | | | | |
| | | | |
/s/ Steven Gregory Kidd | | Director | | March 7, 2022 |
Steven Gregory Kidd | | | | |
| | | | |
/s/ Steven M. Morris | | Director | | March 7, 2022 |
Steven M. Morris | | | | |
| | | | |
/s/ Leo T. Metcalf, III | | Director | | March 7, 2022 |
Leo T. Metcalf, III | | | | |
| | | | |
/s/ William K. Nix | | Director | | March 7, 2022 |
William K. Nix | | | | |
| | | | |
/s/ Akash J. Patel | | Director | | March 7, 2022 |
Akash J. Patel | | | | |
| | | | |
/s/ H. D. Patel | | Director | | March 7, 2022 |
H. D. Patel | | | | |
| | | | |
/s/ Thomas C. Sooy | | Director | | March 7, 2022 |
Thomas C. Sooy | | | | |
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