Bank7 Corp 8-K/A, filed Feb 28, 2022

Bank7 Corp. (BSVN)

8-K/A 2022-02-28 For: 2021-12-09

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Added on April 09, 2026

About this 8-K/A

Bank7 Corp filed this 8-K/A on February 28, 2022, reporting on events of December 9, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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Oklahoma	001-38656	20-0764349
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BSVN	The NASDAQ Global Select Market

Item		Description

23.1		Consent of Weaver & Tidwell, L.L.P.

99.1		Audited consolidated financial statements for Watonga Bancshares, Inc. as of and for the year ended December 31, 2020

99.2		Unaudited consolidated financial statements for Watonga Bancshares, Inc. as of and for the nine months ended September 30, 2021

99.3		Unaudited pro forma condensed combined financial statements and related notes as of and for the nine months ended September 30, 2021 and the year ended December 31, 2020

	BANK7 CORP.

Date: February 25, 2022	By:	/s/ Kelly J. Harris
		Kelly J. Harris
		Executive Vice President and Chief Financial Officer

(in thousands, except share and per share data)
ASSETS
Cash and due from banks	$	21,398
Loans held for investment		108,933
Allowance for loan losses		(1,060	)
Loans held for investment, net		107,873
Available-for-sale securities		81,448
Premises and equipment, net		4,989
Interest receivable and other assets		4,880
TOTAL ASSETS	$	220,588

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing	$	47,357
Interest-bearing		147,595
Total deposits		194,952
Income taxes payable		330
Deferred tax liability		601
Interest payable and other liabilities		1,846
TOTAL LIABILITIES		197,729
STOCKHOLDERS’ EQUITY
Common stock; par value $10; 60,000 shares authorized; 17,002 shares issued and outstanding at December 31, 2020		170
Retained earnings		19,212
Accumulated other comprehensive income		3,477
TOTAL STOCKHOLDERS’ EQUITY		22,859
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	220,588

(in thousands)
INTEREST INCOME
Interest on loans, including fees	$	5,562
Interest and dividends on investment securities:
Taxable		620
Exempt from federal income tax		1,805
Total interest and dividends on investment securities		2,425
Other interest and dividend income		41
Total interest income		8,028
INTEREST EXPENSE
Deposits		711
Total interest expense		711
Net interest income		7,317
Provision for loan losses		100
Net interest income after provision for loan losses		7,217
NON-INTEREST INCOME
Service charges on deposit accounts		882
Gain on sale of investment securities available-for-sale		989
Other income		185
Total non-interest income		2,056
NON-INTEREST EXPENSE
Salaries and employee benefits		3,867
Pension settlement		1,536
Occupancy		532
Data and item processing		867
Accounting, marketing and legal fees		177
Regulatory assessments		90
Advertising and public relations		147
Travel, lodging and entertainment		53
Other expenses		274
Total non-interest expense		7,543
Income before income tax expense		1,730
Income tax expense		364
Net income	$	1,366

(in thousands, except shares)	Common stock (shares)		Common stock		Retained earnings			Accumulated other comprehensive income (loss)			Total stockholders’ equity
Balance at January 1, 2020		17,002	$	170	$	17,949		$	(194	)	$	17,925
Net income		-		-		1,366			-			1,366
Dividends paid		-		-		(103	)		-			(103	)
Other comprehensive income, net of tax		-		-		-			3,671			3,671
Balance at December 31, 2020		17,002	$	170	$	19,212		$	3,477		$	22,859

(in thousands)
Cash flows from operating activities:
Net income	$	1,366
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		100
Depreciation and amortization		250
Loss on pension settlement		1,536
Net amortization of investment securities		380
Net gain on sale of securities available for sale		(989	)
Decrease in accrued interest receivable and other assets		5,198
Increase in accrued interest payable and other liabilities		464
Net cash provided by operating activities		8,305
Cash flows from investing activities:
Purchases of securities available for sale		(4,331	)
Proceeds from sales of securities available for sale		15,474
Maturities, prepayments, and calls of securities available for sale		9,905
Loan originations and payments, net		(18,215	)
Additions to premises and equipment		(1,191	)
Net cash provided by investing activities		1,642
Cash flows from financing activities:
Net decrease in deposits		(4,698	)
Cash dividends paid		(103	)
Net cash used in financing activities		(4,801	)
Net increase in cash and cash equivalents		5,146
Cash and cash equivalents, beginning of period		16,252
Cash and cash equivalents, end of period	$	21,398
Supplemental cash flow information:
Interest paid	$	733
Income taxes paid		328

(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale:
SBA securities	$	736	$	24	$	-		$	760
Mortgage-backed securities		26,002		1,903		-			27,905
Municipal securities		50,302		2,517		(36	)		52,783
Total available-for-sale		77,040		4,444		(36	)		81,448
Total investment securities	$	77,040	$	4,444	$	(36	)	$	81,448

(in thousands)	Amortized Cost		Fair Value
Available-for-sale:
Due in one year or less	$	4,542	$	4,575
Due after one year through five years		18,131		18,741
Due after five years through ten years		22,554		24,061
Due after ten years		5,811		6,166
Residential mortgage-backed securities		26,002		27,905
Total available-for-sale	$	77,040	$	81,448

(in thousands)
Proceeds from sales	$	15,474
Gross realized gains on sales	$	989
Gross realized losses on sales		-
Total realized gains, net	$	989

	Less than Twelve Months				Twelve Months or Longer					Total
(in thousands, except number of securities)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses			Number of Securities		Fair Value		Gross Unrealized Losses
Available-for-sale:
Municipal securities	$	-	$	-	$	1,320	$	(36	)		3	$	1,320	$	(36	)
Total available-for-sale	$	-	$	-	$	1,320	$	(36	)		3	$	1,320	$	(36	)

(in thousands)
Commercial real estate	$	34,106
Commercial and industrial		14,562
Construction and development		15,446
Agricultural		14,797
Consumer		30,022
Total loans		108,933
Allowance for loan losses		(1,060	)
Net loans	$	107,873

(in thousands)	Pass		Special Mention		Substandard		Total
Commercial real estate	$	33,246	$	-	$	860	$	34,106
Commercial and industrial		14,539		23		-		14,562
Construction		15,446		-		-		15,446
Agricultural		14,797		-		-		14,797
Consumer		29,990		-		32		30,022
Total loans	$	108,018	$	23	$	892	$	108,933

	Past Due								Current		Total Loans		Total Loans > 90 Days & Accruing
	30–59 Days		60–89 Days		Greater than 89 Days		Total
	30–59 Days		60–89 Days		Greater than 89 Days		Total
Construction	$	-	$	-	$	-	$	-	$	15,446	$	15,446	$	-
Commercial Real Estate		84		-		199		283		33,823		34,106		199
Commercial & industrial		109		39		2		150		14,412		14,562		2
Agricultural		50		-		-		50		14,747		14,797		-
Consumer		8		-		14		22		30,000		30,022		12
Total	$	251	$	39	$	215	$	505	$	108,428	$	108,933	$	213

(in thousands)	Construction		Multi- Family		Commercial Real Estate		Commercial and Industrial			Agricultural			Consumer			Total
Allowance for loan losses:
Beginning balance	$	122	$	-	$	254	$	124		$	153		$	263		$	916
Provision (credit) for loan losses		28		-		77		17			(8	)		(14	)		100
Loans charged-off		-		-		-		(9	)		(1	)		(44	)		(54	)
Recoveries		-		-		-		10			-			88			98
Ending balance	$	150	$	-	$	331	$	142		$	144		$	293		$	1,060

(in thousands)
Non-interest bearing:
Demand	$	47,357
Interest-bearing:
NOW		57,372
Money market		41,076
Savings		22,186
Time deposits $250,000 and greater		5,105
Time deposits less than $250,000		21,856
Total interest-bearing		147,595
Total deposits	$	194,952

(in thousands)	December 31,
2021	$	21,716
2022		4,074
2023		367
2024		393
2025		411
Thereafter		-
Total	$	26,961

	Actual Capital					Minimum Capital Adequacy Requirement with Capital Conservation Buffer					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
(in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital to risk-weighted assets	$	19,951		15.92	%	$	13,158		10.50	%	$	12,532		10.00	%
Tier 1 capital to risk-weighted assets		18,898		15.08	%		10,652		8.50	%		10,026		8.00	%
Common equity tier 1 capital to risk-weighted assets		18,898		15.08	%		8,772		7.00	%		8,146		6.50	%
Tier 1 capital to average total assets		18,898		8.60	%		8,786		4.00	%		10,983		5.00	%

(in thousands)	Unpaid Principal Balance		Recorded Investment with no Allowance		Recorded Investment with an Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Construction	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Commercial Real Estate		860		860		-		860		-		882		53
Commercial & industrial		-		-		-		-		-		-		-
Agricultural		-		-		-		-		-		-		-
Consumer		32		23		9		32		2		44		2
Total	$	892	$	883	$	9	$	892	$	2	$	926	$	55

(in thousands)
Land	$	1,185
Buildings and improvements		5,231
Furniture, fixtures and equipment		5,293
Less: Accumulated depreciation and amortization		(6,720	)
Premises and equipment, net	$	4,989

(in thousands)
Current:
Federal	$	251
State		113
Total current		364
Deferred:
Federal		-
State		-
Total deferred		-
Total income tax expense	$	364

(in thousands)
Deferred tax assets:
Allowance for loan losses	$	110
Deferred compensation		401
Total deferred tax assets		511
Deferred tax liabilities:
Depreciation		(181	)
Unrealized gain on investment securities available-for-sale		(931	)
Total deferred tax liabilities		(1,112	)
Net deferred tax liability	$	(601	)

			Fair Value Measurements Using:
(in thousands)	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Available-for-sale securities:
SBA securities	$	760	$	-	$	760	$	-
Mortgage-backed securities		27,905		-		27,905		-
Municipal securities		52,783		-		52,783		-
Total	$	81,448	$	-	$	81,448	$	-

(in thousands)
Service charges on deposit accounts	$	882
Net gain on sale of investments available-for-sale⁽¹⁾		989
Other income⁽²⁾		185
Total non-interest income	$	2,056

(In thousands)
Change in benefit obligation:
Beginning benefit obligation	$	9,673
Service cost		125
Interest cost		250
Actuarial gain		(345	)
Benefits paid		(12,087	)
Effect of settlement		2,384
Ending benefit obligation		-

Change in plan assets, at fair value:
Beginning plan assets		11,645
Actual return		442
Benefits paid		(12,087	)
Ending plan assets		-
Funded status at end of year	$	-

Discount rate	3.14	%
Expected return on plan assets	6.50	%
Rate of compensation increase	3.00	%

(in thousands)	Unrealized Gains and Losses on Available- for-Sale Debt Securities			Defined Benefit Pension Obligation			Total
Balance at January 1, 2020	$	1,574		$	(1,768	)	$	(194	)
Other comprehensive income (loss), before reclassification		2,645			257			2,902
Amount reclassified from accumulated other comprehensive income (loss)		(742	)		1,511			769
Balance at December 31, 2020	$	3,477		$	-		$	3,477

(in thousands)	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in Statement of Income
Realized gains on securities available-for-sale	$	989		Gain on sale of investment securities available-for-sale, net
Tax effect		(247	)	Income tax expense
Net of tax	$	742

Loss on settlement of defined benefit pension plan	$	(2,015	)	Pension settlement expense
Tax effect		504		Income tax expense
Net of tax	$	(1,511	)

(in thousands)
Net income	$	1,240
Other comprehensive loss:
Unrealized loss on invesment securities:
Unrealized holding loss arising during the period		(1,056	)
Income tax effect		227
Net of tax		(829	)
Total other comprehensive loss, net of tax		(829	)
Total comprehensive income, net of tax	$	411

(in thousands, except shares)	Common stock (shares)		Common stock		Retained earnings		Accumulated other comprehensive income			Total stockholders’ equity
Balance at January 1, 2021		17,002	$	170	$	18,765	$	3,477		$	22,412
Net income		-		-		1,240		-			1,240
Other comprehensive loss, net of tax		-		-		-		(829	)		(829	)
Balance at September 30, 2021		17,002	$	170	$	20,005	$	2,648		$	22,823

(in thousands)
Commercial real estate	$	38,203
Commercial and industrial		12,766
Construction		22,760
Agricultural		12,235
Consumer		31,982
Total loans		117,946
Allowance for loan losses		(1,064	)
Net loans	$	116,882

(in thousands)	Unpaid Principal Balance		Recorded Investment with no Allowance		Recorded Investment with an Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Commercial real estate	$	834	$	653	$	181	$	834	$	45	$	850	$	51
Commercial & industrial		-		-		-		-		-		-		-
Construction		-		-		-		-		-		-		-
Agricultural		-		-		-		-		-		-		-
Consumer		31		31		-		31		-		34		1
Total	$	865	$	684	$	181	$	865	$	45	$	884	$	52

(in thousands)
2021	$	5,701
2022		17,015
2023		2,021
2024		477
2025		406
2026		278
Thereafter		-
Total	$	25,898

	Bank7		Watonga		Pro Forma Adjustments			Notes	Bank7 and Watonga Pro Forma Combined
Assets
Cash and due from banks	$	205,762	$	35,005	$	(29,266	)	A	$	211,501
Interest-bearing time deposits in other banks		5,229		-		-				5,229
Investment securities available-for-sale		-		90,663		-				90,663
Loans, net of allowance		915,393		116,882		(1,216	)	B		1,031,059
Loans held for sale		1,002		-		-				1,002
Premises and equipment, net		8,775		6,510		1,505		C		16,790
Nonmarketable equity securities		1,193		-		-				1,193
Goodwill		1,011		-		5,501		D		6,512
Other intangibles, net		435		-		1,254		E		1,689
Interest receivable and other assets		7,430		4,697		-				12,127
Total Assets	$	1,146,230	$	253,757	$	(22,222	)		$	1,377,765
Liabilities and Shareholders’ Equity
Deposits
Noninterest bearing	$	335,633	$	170,479	$	-			$	506,112
Interest-bearing		682,741		57,480		62		F		740,283
Total deposits		1,018,374		227,959		62				1,246,395
Income taxes payable		-		845		-				845
Interest payable and other liabilities		5,447		2,130		539		G		8,116
Total Liabilities		1,023,821		230,934		601				1,255,356
Shareholders’ Equity:
Common stock		91		170		(170	)	H		91
Paid-in capital		93,766		-		-				93,766
Retained earnings		28,552		20,005		(20,005	)	H		28,552
Accumulated other comprehensive income		-		2,648		(2,648	)	H		-
Total Shareholders’ Equity		122,409		22,823		(22,823	)			122,409
Total Liabilities and Shareholders’ Equity	$	1,146,230	$	253,757	$	(22,222	)		$	1,377,765

	For the Nine Months Ended September 30, 2021

	Historical
(In thousands, except share and per share data)	Bank7		Watonga		Pro Forma Adjustments			Notes	Bank7 and Watonga Pro Forma Combined
Interest income	$	41,632	$	6,128	$	182		A	$	47,942
Interest expense		2,376		374		23		B		2,773
Net interest income		39,256		5,754		159				45,169
Provision for loan losses		3,325		-		-				3,325
Net interest income after provision for loan losses		35,931		5,754		159				41,844
Non-interest income		1,493		907		-				2,400
Non-interest expense		14,198		5,187		407		C,D		19,792
Income before income taxes		23,226		1,474		(248	)			24,452
Income tax expense		5,753		234		(146	)	F		5,841
Net income	$	17,473	$	1,240	$	(102	)		$	18,611

Net income per common share:
Basic	$	1.93							$	2.06
Diluted	$	1.92							$	2.05

Weighted-average common shares outstanding:
Basic		9,051,112								9,051,112
Diluted		9,078,671								9,078,671

	For the Year Ended December 31, 2020

	Historical
(In thousands, except share and per share data)	Bank7		Watonga		Pro Forma Adjustments			Notes	Bank7 and Watonga Pro Forma Combined
Interest income	$	53,314	$	8,028	$	243		A	$	61,585
Interest expense		6,153		711		31		B		6,895
Net interest income		47,161		7,317		212				54,690
Provision for loan losses		5,350		100		-				5,450
Net interest income after provision for loan losses		41,811		7,217		212				49,240
Non-interest income		1,665		2,056		-				3,721
Non-interest expense		17,592		7,543		3,170		C,D,E		28,305
Income before income taxes		25,884		1,730		(2,958	)			24,656
Income tax expense		6,618		364		241		F		7,223
Net income	$	19,266	$	1,366	$	(3,199	)		$	17,433

Net income per common share:
Basic	$	2.05							$	1.86
Diluted	$	2.05							$	1.86

Weighted-average common shares outstanding:
Basic		9,378,769								9,378,769
Diluted		9,379,154								9,379,154

(In thousands)
Assets Acquired:
Cash and cash equivalents	$	35,005
Investment securities available-for-sale		90,663
Loans		115,666
Premises and equipment		8,015
Core deposit intangible		1,254
Prepaid expenses and other assets		4,697
Total assets acquired		255,300
Liabilities Assumed:
Deposits		228,021
Accounts payable and accrued expenses		3,514
Total liabilities assumed		231,535
Net assets acquired		23,765
Consideration transferred		29,266
Goodwill	$	5,501