grepcent / static financial knowledge base

EQUITY BANCSHARES INC (EQBK)

CIK: 0001227500. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-06.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1227500. Latest filing source: 0001193125-26-096665.

Informational only - descriptive public-record data, not investment advice.

Business

Read EQBK's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read EQBK's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue330,835,000USD20252026-03-10
Net income22,726,000USD20252026-03-10
Assets6,373,172,000USD20252026-03-10

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-10. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001227500.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric201320142016201720182019202020212022202320242025
Revenue61,799,000102,693,000161,556,000175,499,000155,561,000157,368,000188,248,000246,712,000296,843,000330,835,000
Net income9,374,00020,649,00035,825,00025,579,000-74,970,00052,480,00057,688,0007,821,00062,621,00022,726,000
Diluted EPS1.071.622.281.61-4.973.433.510.504.001.23
Operating cash flow15,548,00027,628,00036,666,00048,521,00043,621,000102,698,00074,073,00076,527,00073,845,00051,365,000
Capital expenditures2,796,0006,873,0008,831,0006,948,0009,549,0005,101,0003,479,00015,575,0008,493,00013,253,000
Dividends paid1,149,0005,564,0006,614,0007,892,00011,417,000
Share buybacks571,00017,221,00010,867,00019,348,00018,664,00033,186,00017,900,00011,859,00013,986,000
Assets2,192,192,0003,170,509,0004,061,716,0003,949,578,0004,013,356,0005,137,631,0004,981,651,0005,034,592,0005,332,047,0006,373,172,000
Liabilities1,934,228,0002,796,365,0003,605,775,0003,471,518,0003,605,707,0004,637,000,0004,571,593,0004,581,732,0004,739,129,0005,641,118,000
Stockholders' equity257,964,000374,144,000455,941,000478,060,000407,649,000500,631,000410,058,000452,860,000592,918,000732,054,000
Free cash flow12,752,00020,755,00027,835,00041,573,00034,072,00097,597,00070,594,00060,952,00065,352,00038,112,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric201320142016201720182019202020212022202320242025
Net margin15.17%20.11%22.17%14.58%-48.19%33.35%30.64%3.17%21.10%6.87%
Return on equity3.63%5.52%7.86%5.35%-18.39%10.48%14.07%1.73%10.56%3.10%
Return on assets0.43%0.65%0.88%0.65%-1.87%1.02%1.16%0.16%1.17%0.36%
Liabilities / equity7.507.477.917.268.859.2611.1510.127.997.71

Industry Peer Context

Each number-line places EQBK against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

EQBK Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.EQBK Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%EQBK 6.9%

ROE peer context

EQBK ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.EQBK ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%EQBK 3.1%

ROA peer context

EQBK ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.EQBK ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%EQBK 0.4%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

EQBK FY2025 free cash flow bridge from reported figures.EQBK FY2025 free cash flow bridge from reported figures.EQBK free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$51.4MOperating cash flow-$13.3MCapex$38.1MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001193125-26-100184; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001193125-26-100184; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001193125-26-100184; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

EQBK revenue, last 5 periods. Source: SEC companyfacts FY2025.EQBK revenue, last 5 periods. Source: SEC companyfacts FY2025.EQBK RevenueLatest point: FY2025 = $330.8MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

EQBK net income, last 5 periods. Source: SEC companyfacts FY2025.EQBK net income, last 5 periods. Source: SEC companyfacts FY2025.EQBK Net incomeLatest point: FY2025 = $22.7MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

EQBK diluted eps, last 5 periods. Source: SEC companyfacts FY2025.EQBK diluted eps, last 5 periods. Source: SEC companyfacts FY2025.EQBK Diluted EPSLatest point: FY2025 = $1.23/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$3.00/share$6.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

EQBK operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.EQBK operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.EQBK Operating cash flowLatest point: FY2025 = $51.4MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

EQBK capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.EQBK capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.EQBK Capital expendituresLatest point: FY2025 = $13.3MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

EQBK dividends paid, last 5 periods. Source: SEC companyfacts FY2025.EQBK dividends paid, last 5 periods. Source: SEC companyfacts FY2025.EQBK Dividends paidLatest point: FY2025 = $11.4MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

EQBK share buybacks, last 5 periods. Source: SEC companyfacts FY2025.EQBK share buybacks, last 5 periods. Source: SEC companyfacts FY2025.EQBK Share buybacksLatest point: FY2025 = $14.0MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

EQBK assets, last 5 periods. Source: SEC companyfacts FY2025.EQBK assets, last 5 periods. Source: SEC companyfacts FY2025.EQBK AssetsLatest point: FY2025 = $6.4BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$4.0B$8.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: Assets. Source concepts: us-gaap:Assets.

EQBK liabilities, last 5 periods. Source: SEC companyfacts FY2025.EQBK liabilities, last 5 periods. Source: SEC companyfacts FY2025.EQBK LiabilitiesLatest point: FY2025 = $5.6BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

EQBK stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.EQBK stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.EQBK Stockholders' equityLatest point: FY2025 = $732.1MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

EQBK free cash flow, last 5 periods. Source: SEC companyfacts FY2025.EQBK free cash flow, last 5 periods. Source: SEC companyfacts FY2025.EQBK Free cash flowLatest point: FY2025 = $38.1MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-100184; filed 2026-03-10. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001227500.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.94reported discrete quarter
2022-Q32022-09-300.93reported discrete quarter
2023-Q12023-03-310.77reported discrete quarter
2023-Q22023-06-3061,256,00011,456,0000.74reported discrete quarter
2023-Q32023-09-3065,039,00012,341,0000.80reported discrete quarter
2023-Q42023-12-3164,294,000-28,299,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3171,767,00014,068,0000.90reported discrete quarter
2024-Q22024-06-3075,132,00011,716,0000.76reported discrete quarter
2024-Q32024-09-3074,965,00019,851,0001.28reported discrete quarter
2024-Q42024-12-3174,979,00016,986,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3174,684,00015,041,0000.85reported discrete quarter
2025-Q22025-06-3074,187,00015,264,0000.86reported discrete quarter
2025-Q32025-09-3091,098,000-29,663,000-1.55reported discrete quarter
2025-Q42025-12-3190,866,00022,084,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31108,024,00016,966,0000.80reported discrete quarter

Quarterly Charts

EQBK quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.EQBK quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.EQBK Quarterly RevenueLatest point: 2026-Q1 = $108.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-214751; filed 2026-05-08. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

EQBK quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.EQBK quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.EQBK Quarterly Net incomeLatest point: 2026-Q1 = $17.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-214751; filed 2026-05-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

EQBK quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.EQBK quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.EQBK Quarterly Diluted EPSLatest point: 2026-Q1 = $0.80/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$2.00/share$0.00/share$2.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-214751; filed 2026-05-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-214751.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

Item 2: 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K filed with the SEC on March 6, 2026, and our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Note Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A: Risk Factors” included in the Annual Report on Form 10-K and in Item 1A of this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

This discussion and analysis of our financial condition and results of operation includes the following sections:


Table containing selected financial data and ratios for the periods;


Overview – a general description of our business and financial highlights;


Critical Accounting Policies – a discussion of accounting policies that require critical estimates and assumptions;


Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;


Financial Condition – an analysis of our financial position;


Liquidity and Capital Resources – an analysis of our cash flows and capital position; and


Non-GAAP Financial Measures – a reconciliation of non-GAAP measures.

50

(Dollars in thousands, except per share data)March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025
Statement of Income Data (for the quarterly period ended)
Interest and dividend income$108,024$90,866$91,098$74,187$74,684
Interest expense34,36027,36428,61324,38524,392
Net interest income73,66463,50262,48549,80250,292
Provision (reversal) for credit losses5,955(16)6,228192,722
Net gain (loss) from securities transactions(108)154(53,352)1212
Other non-interest income9,5959,3788,8738,57710,318
Merger expenses5,7251,4816,16335566
Loss on debt extinguishment1,361
Other non-interest expense49,24445,10642,91938,28538,984
Income (loss) before income taxes22,22726,463(37,304)18,37118,850
Provision for income taxes5,2614,379(7,641)3,1073,809
Net income (loss)16,96622,084(29,663)15,26415,041
Net income (loss) allocable to common stockholders16,96622,084(29,663)15,26415,041
Basic earnings (loss) per share$0.81$1.16$(1.55)$0.87$0.86
Diluted earnings (loss) per share$0.80$1.15$(1.55)$0.86$0.85
Balance Sheet Data (at period end)
Cash and cash equivalents$564,165$607,817$699,410$366,204$431,382
Securities available-for-sale1,125,1621,030,568903,858973,402950,453
Securities held-to-maturity5,2545,2485,2435,2365,226
Loans held for sale7,6311,392617217338
Gross loans held for investment5,428,2754,198,1804,268,5873,600,7283,631,628
Allowance for credit losses64,24552,75653,46945,27045,824
Loans held for investment, net of allowance for credit losses5,364,0304,145,4244,215,1183,555,4583,585,804
Goodwill and core deposit intangibles, net135,494103,735100,46866,00967,025
Naming rights, net5,6295,7035,7785,8525,926
Total assets7,667,3706,373,1726,365,6315,373,8375,446,100
Total deposits6,300,9105,138,2645,094,7694,234,9184,405,364
Borrowings484,932438,009481,772444,221371,126
Total liabilities6,849,7605,641,1185,653,7394,738,2014,828,776
Total stockholders’ equity817,610732,054711,892635,636617,324
Tangible common equity*676,487622,616605,646563,775544,373
Performance ratios
Return on average assets (ROAA) annualized0.92%1.43%(1.93)%1.18%1.17%
Return on average equity (ROAE) annualized8.17%12.07%(16.45)%9.76%10.07%
Return on average tangible common equity (ROATCE)* annualized10.77%14.91%(18.31)%11.69%12.12%
Yield on loans annualized6.80%7.01%7.18%6.94%7.15%
Cost of interest-bearing deposits annualized2.51%2.43%2.58%2.47%2.44%
Cost of total deposits2.00%1.88%1.98%1.93%1.90%
Net interest margin annualized4.33%4.47%4.45%4.17%4.27%
Efficiency ratio*56.68%59.98%58.31%63.62%62.43%
Non-interest expense to net interest income plus non-interest income66.11%63.79%272.59%68.51%64.42%
Non-interest income / average assets annualized0.52%0.62%(2.90)%0.66%0.80%
Non-interest expense / average assets annualized2.99%3.01%3.20%3.08%3.04%
Dividend payout ratio22.03%15.73%(11.78)%17.49%17.81%
Performance ratios - Core
Core earnings per diluted share*$1.32$1.26$1.21$0.99$0.90
Core return on average assets*1.52%1.57%1.51%1.35%1.24%
Core return on average equity*13.41%13.23%12.47%11.18%10.69%
Core return on average tangible common equity*16.10%15.56%14.30%12.64%12.14%
Core non-interest expense / average assets*2.57%2.82%2.71%2.86%2.94%
Capital Ratios
Tier 1 Leverage Ratio9.49%10.64%10.41%12.07%11.76%
Common Equity Tier 1 Capital Ratio11.54%13.08%12.84%15.07%14.70%
Tier 1 Risk Based Capital Ratio11.96%13.59%13.35%15.67%15.30%
Total Risk Based Capital Ratio14.36%16.31%16.09%16.84%18.32%
Total Stockholders equity / Total Assets10.66%11.49%11.18%11.83%11.34%
Tangible common equity to tangible assets*8.99%9.94%9.68%10.63%10.13%
Book value per share$39.37$38.64$37.25$36.27$35.23
Tangible common book value per share*$32.58$32.86$31.69$32.17$31.07
Tangible common book value per diluted share*$32.30$32.43$31.41$31.89$30.84

* The value noted is considered a Non-GAAP financial measure. For a reconciliation of Non-GAAP financial measures see “Non-GAAP Financial Measures” in this Item 2.

51

Overview

We are a financial holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 84 full-service banking sites located in Arkansas, Kansas, Missouri, Nebraska and Oklahoma. As of March 31, 2026, we had consolidated total assets of $7.67 billion, total loans held for investment, net of allowance, of $5.36 billion, total deposits of $6.30 billion, and total stockholders’ equity of $817.6 million. During the three month period ended March 31, 2026, the Company had net income of $17.0 million. The Company had net income of $15.0 million for the three month period ended March 31, 2025.

Critical Accounting Policies

Our significant accounting policies are integral to understanding the results reported. Our accounting policies are described in detail in Note 1 to the December 31, 2025, audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 6, 2026. The preparation of our financial statements in accordance with GAAP requires management to make a number of judgments and assumptions that affect our reported results and disclosures. Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results. Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements. Our accounting policies are described in “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Interim Consolidated Financial Statements.

The accounting policies that management believes are the most critical to an understanding of our financial condition and results of operations and require complex management judgment are described below.

Allowance for Credit Losses: The allowance for credit losses represents management’s estimate of all expected credit losses over the expected life of our loan portfolio. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-06. Report date: 2025-12-31.

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 our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A – Risk Factors” included in Item 1A of this Annual Report on Form 10-K. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

This discussion and analysis of our financial condition and results of operation includes the following sections:


Table containing selected financial data and ratios for the periods;


Overview;


Critical Accounting Policies – a discussion of accounting policies that require critical estimates and assumptions;


Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;


Financial Condition – an analysis of our financial position;


Liquidity and Capital Resources – an analysis of our cash flows and capital position; and


Non-GAAP Financial Measures – reconciliation of non-GAAP measures.

53

Years Ended December 31,
(Dollars in thousands, except per share data)20252024202320222021
Statement of Income Data
Interest and dividend income$330,835$296,843$246,712$188,248$157,368
Interest expense104,754110,68187,69425,41814,789
Net interest income226,081186,162159,018162,830142,579
Provision (reversal) for credit losses8,9532,5461,873125(8,480)
Net gain on acquisition2,131962585
Net gain (loss) from securities transactions(53,174)220(51,909)5406
Other non-interest income37,14636,47132,78034,99031,851
Merger expense8,0654,4612975949,189
Goodwill impairment
Loss on extinguishment of debt1,361372
Other non-interest expense165,294139,696135,304127,786109,904
Income (loss) before income taxes26,38078,2812,41570,28264,436
Provision for income taxes3,65415,660(5,406)12,59411,956
Net income (loss)22,72662,6217,82157,68852,480
Net income (loss) allocable to common stockholders22,72662,6217,82157,68852,480
Basic earnings (loss) per share1.244.040.503.563.49
Diluted earnings (loss) per share1.234.000.503.513.43
Balance Sheet Data (at period end)
Cash and cash equivalents$607,817$383,747$379,099$104,428$259,954
Securities available-for-sale1,030,5681,004,455919,6481,184,3901,327,442
Securities held-to-maturity5,2485,2172,2091,948
Loans held for sale1,3925134763494,214
Gross loans held for investment4,198,1803,500,8163,332,9013,311,5483,155,627
Allowance for credit losses52,75643,26743,52045,84748,365
Loans held for investment, net of allowance for credit losses4,145,4243,457,5493,289,3813,265,7013,107,262
Goodwill and core deposit intangibles, net103,73568,07060,32363,69769,344
Mortgage servicing asset, net75176276
Naming rights, net5,7039571,0001,0441,087
Total assets6,373,1725,332,0475,034,5924,981,6515,137,631
Total deposits5,138,2644,374,7894,145,4554,241,8074,420,004
Borrowings438,009312,796380,503281,734151,891
Total liabilities5,641,1184,739,1294,581,7324,571,5934,637,000
Total stockholders’ equity732,054592,918452,860410,058500,631
Tangible common equity*622,616523,891391,462345,141429,924
Performance ratios
Return on average assets (ROAA)0.40%1.23%0.16%1.15%1.18%
Return on average equity (ROAE)3.39%12.97%1.85%13.08%11.75%
Return on average tangible common equity (ROATCE)*4.57%15.94%2.94%16.35%14.10%
Yield on loans7.04%7.14%6.39%4.98%4.77%
Cost of interest-bearing deposits2.47%2.80%2.21%0.53%0.30%
Net interest margin4.33%3.98%3.46%3.51%3.44%
Efficiency ratio*60.90%60.77%68.71%62.48%60.58%
Non-interest expense to net interest income plus non-interest income*83.18%64.07%96.93%64.58%68.10%
Non-interest income / average assets(0.28)%0.76%(0.38)%0.72%0.74%
Non-interest expense / average assets3.07%2.84%2.71%2.56%2.70%
Dividend payout ratio54.20%13.91%88.35%10.26%4.84%
Performance ratios - Core
Core earnings per diluted share*$4.39$4.43$3.31$3.69$4.09
Core return on average assets*1.42%1.37%1.03%1.21%1.41%
Core return on average equity*11.58%14.29%11.63%13.72%13.85%
Core non-interest expense / average assets*2.82%2.67%2.64%2.46%2.38%
Capital Ratios
Tier 1 Leverage Ratio10.64%11.67%9.46%9.61%9.09%
Common Equity Tier 1 Capital Ratio13.08%14.51%11.74%12.26%12.03%
Tier 1 Risk Based Capital Ratio13.59%15.11%12.36%12.88%12.67%
Total Risk Based Capital Ratio16.31%18.07%15.48%16.08%15.96%
Total Stockholders equity / Total Assets11.49%11.12%8.99%8.23%9.74%
Tangible common equity to tangible assets*9.94%9.95%7.87%7.02%8.48%

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Book value per share$38.64$34.04$29.35$25.74$29.87
Tangible book value per common share*$32.86$30.07$25.37$21.67$25.65
Tangible book value per diluted common share*$32.43$29.70$25.05$21.35$25.22

* Indicates non-GAAP financial measure. Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for reconciliation to the most directly comparable GAAP measure.

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Overview

We are a financial holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 77 full-service branches located in Arkansas, Kansas, Missouri and Oklahoma. As of December 31, 2025, we had, on a consolidated basis, total assets of $6.37 billion, total deposits of $5.14 billion, total loans held for investment, net of allowances, of $4.15 billion and total stockholders’ equity of $732.1 million. Net income for the year ended December 31, 2025, was $22.7 million, compared to net income of $62.6 million for the year ended December 31, 2024.

History and Background

From 2003 through 2025, we completed a series of 23 acquisitions, two charter consolidations and two branch dispositions. We seek to integrate the banks we acquire into our existing operational platform and enhance stockholder value through the creation of efficiencies within the combined operations. In conjunction with our strategic acquisition growth, we strive to reposition and improve the loan portfolio and deposit mix of the banks we acquire. Following our acquisitions, we focus on identifying and disposing of problematic loans and replacing them with higher quality loans generated organically. In addition, we concentrate on growth in our commercial loan portfolio, which we believe generally offers higher return opportunities than our consumer loan portfolio, primarily by hiring additional talented bankers, particularly in our metropolitan markets, and incentivizing our bankers to expand their commercial banking relationships. We also seek to increase our most attractive deposit accounts primarily by growing deposits in our community markets and cross selling our depository products to our loan customers.

Our principal objective is to continually increase stockholder value and generate consistent earnings growth by expanding our commercial banking franchise both organically and through strategic acquisitions. We believe our strategy of selectively acquiring and integrating community banks has provided us with economies of scale and improved our overall franchise efficiency. We expect to continue to pursue strategic acquisitions and believe our targeted market areas present us with many and varied acquisition opportunities. We are also focused on continuing to grow organically and believe the markets in which we operate currently provide meaningful opportunities to expand our commercial customer base and increase our current market share. We believe our geographic footprint, which is strategically split between growing metropolitan markets, such as Kansas City, Tulsa, Oklahoma City and Wichita, and stable community markets within Southeastern Kansas, Southwestern Kansas, Central Kansas, North Central Kansas, Western Kansas, Topeka, Western Missouri, North Central Missouri, Northern Arkansas, Northern Oklahoma and Western Oklahoma, provides us with access to low cost stable core deposits in community markets that we can use to fund commercial loan growth in our metropolitan markets. We strive to provide an enhanced banking experience for our customers by providing them with a comprehensive suite of sophisticated banking products and services tailored to meet their needs, while delivering the high-quality relationship-based customer service of a community bank.

Highlights for the Year Ended December 31, 2025


Net income of $22.7 million, or $1.23 diluted earnings per share, for the year ended December 31, 2025.


Dividends declared of $12.3 million, or $0.66 per share, for the year ended December 31, 2025, compared to $8.7 million, or $0.54 per share, for the year ended December 31, 2024, an increase of 41.2%


Net interest margin increased 35 basis points from 3.98% at December 31, 2024 to 4.33% at December 31, 2025.


Total loans held for investment increased to $4.20 billion at December 31, 2025, compared to $3.50 billion at December 31, 2024, an increase of 19.9%.


Completed the acquisition of NBC Corp. of Oklahoma during the year ended December 31, 2025, adding $806.0 million in deposits, seven banking locations and new territory to the Equity Bank footprint.

Critical Accounting Policies

The preparation of our financial statements in accordance with GAAP requires management to make a number of judgments and assumptions that affect our reported results and disclosures. Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results. Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements. Our accounting policies are described in “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

The accounting policies that management believes are the most critical to an understanding of our financial condition and results of operations and require complex management judgment are described below.

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Allowance for Credit Losses: The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date; however, determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. The actual realized facts and circumstances may be different than those currently estimated by management and may result in significant changes in the allowance for credit losses in future periods. The allowance for credit losses for loans, as reported in our consolidated balance sheets, is adjusted by provision for credit losses, which is recognized in earnings and is reduced by the charge-off amounts, net of recoveries.

The Company utilizes primarily two methods for estimating the allowance for credit losses and the method used depends on the status of the underlying loans. Non-performing loans primarily utilize a collateral specific fair value impairment method and performing loans primarily utilize a historical loss method. The performing loan method utilizes a probability of default (PD) and loss given default (LGD) modeling approach for historical loss coupled with a macroeconomic factor analysis derived from a statistical regression of loss experience correlated to changes in economic factors for all commercial banks operating within our geographical footprint. The macroeconomic regression is based on a multivariate approach and includes key indicators that provide the highest cumulative adjusted R-square figure. Economic factors include, but are not limited to, national unemployment, gross domestic product, market interest rates and property pricing indices. To arrive at the most predictive calculation, a lag factor was applied to these inputs, resulting in current and historic economic inputs driving the projection of loss over our reasonable and supportable forecast period, which management has defined as 12 months for all portfolio segments. Following the reasonable and supportable forecast period, loss experience immediately reverts to the current historical loss experience of the Company. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon quarterly trend assessments in projected economic sentiment, portfolio concentrations, policy exceptions, personnel retention, independent loan review results, collateral considerations, risk ratings and competition. The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors. The resultant loss rates are applied to the estimated future exposure at default (EAD), as determined based on contractual amortization terms through an average default month and estimated prepayment experience in arriving at the quantitative reserve within our allowance for credit losses.

The allowance represents management’s best estimate, but significant changes in circumstances relating to loan quality and economic conditions could result in significantly different results than what is reflected in the consolidated balance sheet as of December 31, 2025. Likewise, an improvement in loan quality or economic conditions may allow for a further reduction in the required allowance. Changing credit conditions would be expected to impact realized losses driving variability in specifically assessed allowances, as well as calculated quantitative and more subjectively analyzed qualitative factors. Depending on the volatility in these conditions, material impacts could be realized within the Company’s operations. Likewise, changing economic conditions, both positive and negative, to the extent significant could result in unexpected realization of provision or reversal of allowance for credit losses due to its impact on the quantitative and qualitative inputs to the Company’s calculation. Under the CECL methodology, the impact of these conditions has the potential to further exacerbate periodic differences due to its life of loan perspective. The life of loans calculated under the methodology is based in contractual duration and modified for prepayment expectations, making significant variation in periodic results possible due to changing contractual or adjusted duration of the assets within the calculation.

Goodwill: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified. Goodwill will be assessed more frequently if a triggering event occurs which indicates that the carrying value of the asset might be impaired. We have selected December 31 as the date to perform our annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life. For the year ended December 31, 2025, management performed a qualitative analysis and has determined that there was not evidence of a triggering event during the period then ended. Our qualitative analysis process consists of using recent bank merger transactions, for companies that are similar to the Company based on financial performance, to calculate the average change in control premium from the merger data. The average change in control premium, number of shares and our current trading price is used to estimate the market value of our equity, which is compared to our book value of equity. In addition to estimating equity market value, we evaluate the qualitative

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considerations contained in current accounting guidance to identify any evidence of goodwill impairment. Based on this qualitative analysis and conclusion, it was determined that a more robust quantitative assessment was not necessary at our measurement date.

For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and “NOTE 7 – GOODWILL AND CORE DEPOSIT INTANGIBLES” in the Notes to Consolidated Financial Statements.

Results of Operations

We generate most of our revenue from interest income and fees on loans, interest and dividends on investment securities and non-interest income, such as service charges and fees, debit card income and mortgage banking income. We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.

Changes in interest rates earned on interest-earning assets or incurred on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic change in net interest income. Fluctuations in interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international circumstances and 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 Arkansas, Kansas, Missouri and Oklahoma, as well as developments affecting the consumer, commercial and real estate sectors within these markets.

For information comparing our results of operations for the year ended December 31, 2024, to year ended December 31, 2023, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 7, 2025.

Net Income

Year ended December 31, 2025, compared with year ended December 31, 2024

For the year ended December 31, 2025, there was net income allocable to common stockholders of $22.7 million, compared to net income allocable to common stockholders of $62.6 million for the year ended December 31, 2024, a decrease of $39.9 million. This change was primarily driven by a $54.9 million decrease in non interest income, a $30.6 million increase in non interest expense offset by a $39.9 million increase in net interest income and a decrease in provision for taxes of $12.0 million. The changes in the components of net income are discussed in more detail below in the following sections of “Results of Operations.”

The year ended December 31, 2025 was meaningfully impacted by the repositioning of the Company’s investment portfolio during the third quarter as well as the costs associated with facilitating merger transactions. Realized losses on securities during the year were $53.2 million and merger expenses were $8.1 million. Excluding realized gains or losses on securities and merger expenses from pre-tax income in both periods resulted in pre-tax earnings of $87.6 million in 2025 compared to $82.7 million in 2024.

Net Interest Income and Net Interest Margin Analysis

Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread and (4) net interest margin. 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 net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume change,” and it is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as “yield/rate change.”

The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the years ended December 31, 2025, 2024,

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and 2023. The yields and rates are calculated by dividing income or expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

December 31, 2025December 31, 2024December 31, 2023
(Dollars in thousands)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)
Interest-earning assets
Loans(1)
Commercial and industrial$803,779$61,3977.64%$635,881$51,1888.05%$580,451$42,9017.39%
Commercial real estate1,583,020113,2777.16%1,400,66199,3167.09%1,302,56883,4416.41%
Real estate construction493,42838,2427.75%416,29636,0048.65%447,51633,7647.54%
Residential real estate573,95227,5174.79%563,17626,5054.71%565,71123,7994.21%
Agricultural real estate260,21920,0267.70%227,34116,8487.41%201,32613,8206.86%
Agricultural123,5539,9828.08%96,8779,1039.40%100,3946,9666.94%
Consumer100,4096,6976.67%100,9956,8516.78%106,5426,5226.12%
Total loans3,938,360277,1387.04%3,441,227245,8157.14%3,304,508211,2136.39%
Taxable securities909,08238,8014.27%980,66439,0913.99%1,027,72623,8732.32%
Nontaxable securities42,9731,2212.84%59,5971,5792.65%74,9171,9602.62%
Federal funds sold and other328,75313,6754.16%195,37810,3585.30%193,9419,6664.98%
Total interest-earning assets5,219,168330,8356.34%4,676,866296,8436.35%4,601,092246,7125.36%
Non-interest-earning assets
Other real estate owned, net4,1892,3323,991
Premises and equipment, net126,596115,892107,297
Bank-owned life insurance139,914129,232123,665
Goodwill and other intangibles, net87,27668,19063,064
Other non-interest-earning assets113,56683,427100,296
Total assets$5,690,709$5,075,939$4,999,405
Interest-bearing liabilities
Interest-bearing demand deposits$1,113,37622,9012.06%$1,028,11427,5872.68%$1,002,54322,6812.26%
Savings and money market1,588,45935,1712.21%1,425,02533,9312.38%1,359,82223,5251.73%
Demand savings and money market2,701,83558,0722.15%2,453,13961,5182.51%2,362,36546,2061.96%
Certificates of deposit877,29630,3833.46%770,77228,8913.75%827,65224,2672.93%
Total interest-bearing deposits3,579,13188,4552.47%3,223,91190,4092.80%3,190,01770,4732.21%
FHLB term and line of credit advances195,4348,2084.20%216,01210,1804.71%98,3803,9444.01%
Federal Reserve Bank discount window84.25%30,9861,3614.39%108,5514,7554.38%
Subordinated borrowings94,5097,1557.57%97,1947,5807.80%96,6517,5917.85%
Other borrowings46,1549362.03%47,3361,1512.43%49,4649311.88%
Total interest-bearing liabilities3,915,236104,7542.68%3,615,439110,6813.06%3,543,06387,6942.48%
Non-interest-bearing liabilities and stockholders’ equity
Non-interest-bearing checking accounts1,049,240931,860979,410
Non-interest-bearing liabilities55,46345,66653,210
Stockholders’ equity670,770482,974423,722
Total liabilities and stockholders’ equity$5,690,709$5,075,939$4,999,405
Net interest income$226,081$186,162$159,018
Interest rate spread3.66%3.29%2.88%
Net interest margin(2)4.33%3.98%3.46%
Total cost of deposits, including non-interest bearing deposits$4,628,371$88,4551.91%$4,155,771$90,4092.18%$4,169,427$70,4731.69%
Average interest-earning assets to interest-bearing liabilities133.30%129.36%129.86%

(1)Average loan balances include non-accrual loans, hedge fair value adjustments and merger fair value adjustments.

(2)Net interest margin is calculated by dividing net interest income by average interest-earning assets for the period.

(3)Tax exempt income is not included in the above table on a tax equivalent basis.

(4)Actual un-rounded values are used to calculate the reported yield or rate disclosed. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.

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The following table analyzes the change in volume variances and yield/rate variances for the year ended December 31, 2025, as compared to the year ended December 31, 2024, and the year ended December 31, 2024, as compared to the year ended December 31, 2023.

Analysis of Changes in Net Interest Income

2025 vs. 20242024 vs. 2023
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)Volume(1)Yield/Rate(1)TotalVolume(1)Yield/Rate(1)Total
Interest-earning assets
Loans
Commercial and industrial$12,937$(2,728)$10,209$4,286$4,001$8,287
Commercial real estate13,04192013,9616,5619,31415,875
Real estate construction6,227(3,989)2,238(2,467)4,7072,240
Residential real estate5125001,012(107)2,8132,706
Agricultural real estate2,5116673,1781,8741,1543,028
Agricultural2,274(1,395)879(252)2,3892,137
Consumer(39)(115)(154)(352)681329
Total loans37,463(6,140)31,3239,54325,05934,602
Taxable securities(2,956)2,666(290)(1,159)16,37715,218
Nontaxable securities(466)108(358)(406)25(381)
Federal funds sold and other5,913(2,596)3,31772620692
Total interest-earning assets$39,954$(5,962)$33,992$8,050$42,081$50,131
Interest-bearing liabilities
Demand savings and money market$5,870$(9,316)$(3,446)$1,766$13,546$15,312
Certificates of deposit3,797(2,305)1,492(1,759)6,3834,624
Total interest-bearing deposits9,667(11,621)(1,954)719,92919,936
FHLB term and line of credit advances(921)(1,051)(1,972)5,4387986,236
Federal Reserve Bank discount window(1,318)(43)(1,361)(3,407)13(3,394)
Subordinated borrowings(206)(219)(425)43(54)(11)
Other borrowings(28)(187)(215)(42)262220
Total interest-bearing liabilities7,194(13,121)(5,927)2,03920,94822,987
Net Interest Income$32,760$7,159$39,919$6,011$21,133$27,144

(1)The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume. The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Year ended December 31, 2025, compared with year ended December 31, 2024

The increase in net interest income is primarily due to a 1 basis point decrease in yields on interest-earning assets offset by a 38 basis point decrease in the average cost of interest bearing liabilities. The change in yields and costs were driven, primarily, by three FOMC rate decreases creating continued lag re-pricing on long term interest earning assets and short term repricing opportunity on the liability portfolios throughout 2025. The asset yield was also positively impacted the volume of interest earning assets and an increase in the yield on taxable securities by the re-positioning of a portion of our investment portfolio in fiscal year 2025, as well as the completion of our merger with NBC which added asset purchase accounting accretion. In the final four months of 2025 and 2024, the FOMC reduced short-term interest rates by a combined 175 basis points across three meetings. The rate cuts, to date, have had a more significant impact on the interest bearing liabilities than interest earning assets in operating results.

Net interest spread increased from 3.29% at December 31, 2024 to 3.66% at December 31, 2025 primarily due to the increase in volume of loans relative to total earning assets and the realization of a greater decline in cost of interest-bearing liabilities as compared to interest-earning assets. The increase in net interest margin was driven by the additive yield from re-positioning of the investment portfolio, the re-pricing of liabilities outpacing the re-pricing of assets and the increasing contribution of non-interest bearing deposits and capital to the funding mix.

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Provision for Credit Losses

We maintain an allowance for credit losses for estimated losses in our loan portfolio. The allowance for credit losses is increased by a provision for credit losses, which is a charge to earnings, and subsequent recoveries of amounts previously charged-off, but is decreased by charge-offs when the collectability of a loan balance is unlikely. Management estimates the allowance balance required using past loan loss experience within the Company’s portfolio. This historical loss calculation is then modified to reflect quantitative economic circumstances based on evidenced economic conditions and regression formulas which incorporate lag factors in identifying a sufficiently predictive adjusted-R square as well as qualitative factors not inherently reflected in our historical loss or quantitative economic inputs. Included in our qualitative assessment is the consideration of prospective economic conditions over the next 12 months, considered the Company’s reasonable and supportable forecast period. As these factors change, the amount of the credit loss provision changes.

Year ended December 31, 2025, compared with year ended December 31, 2024

There was a $9.0 million provision for credit losses for the year ended December 31, 2025, compared to a provision for credit losses of $2.5 million for the year ended December 31, 2024. The provision for credit losses recorded during the period ended December 31, 2025, is primarily the result of an increase in the loan portfolio from the merger with NBC.

For additional detail see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Allowance for Credit Losses.” Net charge-offs for the year ended December 31, 2025, were $2.5 million as compared to net charge-offs of $3.8 million for the year ended December 31, 2024. For the year ended December 31, 2025, gross charge-offs were $5.0 million offset by gross recoveries of $2.5 million. In comparison, gross charge-offs were $4.6 million for the year ended December 31, 2024, offset by gross recoveries of $817 thousand.

Non-Interest Income

The following table provides a comparison of the major components of non-interest income for the years ended December 31, 2025, 2024, and 2023.

Non-Interest Income

For the Years Ended December 31,

2025 vs. 20242024 vs. 2023
(Dollars in thousands)202520242023Change%Change%
Service charges and fees$9,321$9,830$10,187$(509)(5.2)%$(357)(3.5)%
Debit card income11,41410,24610,3221,16811.4%(76)(0.7)%
Mortgage banking567861652(294)(34.1)%20932.1%
Increase in value of bank-owned life insurance7,7174,9664,0592,75155.4%90722.3%
Other
Investment referral income67650042417635.2%7617.9%
Trust income1,9471,6241,12332319.9%50144.6%
Insurance sales commissions537555582(18)(3.2)%(27)(4.6)%
Recovery on zero-basis purchased loans74,380517(4,373)(99.8)%3,863747.2%
Income (loss) from equity method investments-(87)(222)87(100.0)%135(60.8)%
Other non-interest income4,9603,5965,1361,36437.9%(1,540)(30.0)%
Total other8,12710,5687,560(2,441)(23.1)%3,00839.8%
Subtotal37,14636,47132,7806751.9%3,69111.3%
Gain on acquisition2,131(2,131)(100.0)%2,131(100.0)%
Net gain (loss) from securities transactions(53,174)220(51,909)(53,394)(100.0)%52,129(100.0)%
Total non-interest income$(16,028)$38,822$(19,129)$(54,850)(141.3)%$57,951(302.9)%

Year ended December 31, 2025, compared with year ended December 31, 2024

Non-interest income, before gain on acquisition and gain or loss on sale of securities, increased 1.9%. The increase was driven by the yield on bank-owned life insurance, the increase in Debit card income and Other non-interest income partially offset by the

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recovery on zero-basis purchased loans. The decrease in gain/loss on securities transaction was due to the re-positioning of a portion of our investment portfolio in fiscal year 2025.

Non-Interest Expense

The following table provides a comparison of the major components of non-interest expense for the years ended December 31, 2025, 2024, and 2023.

Non-Interest Expense

For the Year Ended December 31,

2025 vs. 20242024 vs. 2023
(Dollars in thousands)202520242023Change%Change%
Salaries and employee benefits$84,786$72,786$64,384$12,00016.5%$8,40213.0%
Net occupancy and equipment15,80114,37112,3251,43010.0%2,04616.6%
Data processing20,27920,00417,4332751.4%2,57114.7%
Professional fees6,4676,5035,754(36)(0.6)%74913.0%
Advertising and business development5,2285,3665,425(138)(2.6)%(59)(1.1)%
Telecommunications2,4622,5011,963(39)(1.6)%53827.4%
FDIC insurance2,5792,4832,195963.9%28813.1%
Courier and postage3,2352,5992,04663624.5%55327.0%
Free nationwide ATM expense2,2042,1272,073773.6%542.6%
Amortization of core deposit intangibles4,5034,2893,3742145.0%91527.1%
Loan expense89060154028948.1%6111.3%
Other real estate owned and repossessed assets, net1,029(7,525)6178,554(113.7)%(8,142)(1319.6)%
Loss on debt extinguishment1,3611,361%%
Other15,83113,59117,1752,24016.5%(3,584)(20.9)%
Subtotal166,655139,696135,30426,95919.3%4,3923.2%
Merger expenses8,0654,4612973,60480.8%4,1641,402.0%
Total non-interest expense$174,720$144,157$135,601$30,56321.2%$8,5566.3%

Year ended December 31, 2025, compared with year ended December 31, 2024

The increase in non-interest expense was primarily due to increases in salaries and employee benefits of $12.0 million, net occupancy and equipment expense of $1.4 million, loss on extinguishment of debt of $1.4 million and Other expenses of $2.4 million. The change in Other real estate owned and repossessed asset was the result of gain on the disposition of a repossessed asset and is not expected to reoccur. These items and other changes in the various components of non-interest expense are discussed in more detail below.

Salaries and employee benefits: There was a $12.0 million increase in salaries and benefits for the year ended December 31, 2025, as compared to the year ended December 31, 2024. Salaries and wages increased by $7.8 million which includes a $3.7 million related to additional staff from merger activity for the year ended December 31, 2025, as compared to the year ended December 31, 2024. Additionally, for the year ended December 31, 2025, there was an increase in employee insurance of $1.9 million. Included in salaries and employee benefits is share-based compensation expense of $4.8 million for the year ended December 31, 2025, and $3.5 million for the year ended December 31, 2024.

Net occupancy and equipment: The $1.4 million increase was primarily due to the additional expense of $723 thousand related to properties acquired through merger activity.

Other real-estate owned: Other real-estate owned increased $8.6 million primarily due to the realized a gain on disposition of repossessed assets of $8.5 million during 2024, which is not expected to reoccur. Excluding the $8.5 million gain in the prior year, other real estate expense would have increased $54 thousand.

Other: Other non-interest expenses consists of subscriptions, memberships and dues, employee expenses including travel, meals, entertainment and education, supplies, printing, insurance, account related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets, losses net of gains on the sale of repossessed assets other than real estate, other

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operating expenses, such as settlement of claims, limited partnership tax credits and provision for unfunded commitments. There was a $2.2 million increase in other non-interest expense for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase was primarily due to a $1.2 million in miscellaneous expenses.

Merger expenses: Merger expenses of $8.1 million include legal, advisory and accounting fees associated with services to facilitate the acquisition activity in 2025. Merger expenses also include data processing conversion costs and costs associated with the integration of personnel, processes, facilities and employee bonuses. During 2024, the Company incurred merger expenses of $4.5 million related to the Rockhold BanCorp and Kansasland acquisitions.

Efficiency Ratio

The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of our performance and is not defined under GAAP. Our efficiency ratio is computed by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on sales of and settlement of securities and gain on acquisition. Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources. The ratio defined under GAAP that is most comparable to the efficiency ratio is non-interest expense to net interest income plus non-interest income which is discussed in “Results of Operations – Non-GAAP Financial Measures.” The Company’s efficiency ratio remained largely unchanged in 2025 as compared to 2024.

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income, the amount of non-deductible expenses and available tax credits.

Year ended December 31, 2025, compared with year ended December 31, 2024

The effective income tax rate for the year ended December 31, 2025, was 13.9% as compared to the U.S. statutory rate of 21.0%. The effective income tax rate for the year ended December 31, 2024, was 20.0% as compared to the U.S. statutory rate of 21.0%. The reduction in the tax rate year over year was the result of gains recognized on the surrender of BOLI and related penalties offset by tax planning benefits in the prior year, both of which did not recur in the current year, in conjunction with interest income related to federal refunds and other permanent tax benefits in the current year that were amplified by the year over year reduction in pre-tax income due to the current year sale of securities. As detailed in “NOTE 13 – INCOME TAXES” in the Notes to Consolidated Financial Statements, the income tax rates differed from the U.S. statutory rates primarily due to non-taxable income, non-deductible expenses, and tax credits. The Company made investments in solar tax credits during the years ended December 31, 2025 and December 31, 2024 which impacted the effective income tax rate for each period.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities and are computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position will be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is more likely than not to be realized on examination. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. During the tax year ended December 31, 2024, a Corporate Application for Tentative Refund was filed to carry back excess general business credits from 2023 to 2020, 2021 and 2022 tax years resulting in related interest income net of federal tax expense of $631 which was recorded to income tax expense as a benefit for 2025. There were no material amounts to report for interest or penalties incurred in 2024 or 2023.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this annual report 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 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.

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Financial Condition

Overview

Our total assets increased $1.04 billion, or 19.5%, from $5.33 billion at December 31, 2024, to $6.37 billion at December 31, 2025. The increase in total assets was primarily from increases in loans, net of allowance for credit losses of $687.9 million, cash and due from banks of $224.1 million, goodwill of $29.0 million, available for sale securities of $26.1 million, core deposit intangible of $6.7 million and premises and equipment of $19.6 million. Our total liabilities increased $902.0 million, or 19.0%, from $4.74 billion at December 31, 2024, to $5.64 billion at December 31, 2025. The increase in total liabilities was from increases in total deposits of $763.5 million, FHLB advances of $121.9 million and interest payable and other liabilities of $15.2 million. Our total stockholders’ equity increased $139.1 million, or 23.5%, from $592.9 million at December 31, 2024 to $732.1 million at December 31, 2025. The increase in stockholders equity was primarily driven increases in paid in capital of $80.5 million and accumulated other comprehensive income of $62.2 million, partially offset by an increase in treasury stock of $14.0 million for the year ended December 31, 2025.

Loan Portfolio

Our loan portfolio consists of various types of loans, most of which are made to borrowers located in the Wichita, Kansas City, Oklahoma City and Tulsa MSAs, as well as various community markets throughout Arkansas, Kansas, Missouri and Oklahoma. Although the portfolio is diversified and generally secured by various types of collateral, the majority of our loan portfolio consists of commercial and industrial and commercial real estate loans and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economic conditions in Arkansas, Kansas, Missouri and Oklahoma.

At December 31, 2025, gross total loans were 81.7% of deposits and 65.9% of total assets. At December 31, 2024, gross total loans were 80.0% of deposits and 65.7% of total assets.

The organic, or non-acquired, growth in our loan portfolio is attributable to our ability to attract new customers from other financial institutions and overall growth in our markets. Our lending staff has been successful in building banking relationships with new customers. New lenders have been hired in our markets and these employees have been successful in transitioning their former clients and attracting new clients. Lending activities originate from the efforts of our lenders with an emphasis on lending to individuals, professionals, small to medium-sized businesses and commercial companies located in the Wichita, Kansas City, Oklahoma City and Tulsa MSAs, as well as community markets in Arkansas, Kansas, Missouri and Oklahoma.

The following table summarizes our loan portfolio by type of loan as of the dates indicated.

Composition of Loan Portfolio

December 31,
202520242023
AmountPercentAmountPercentAmountPercent
(Dollars in thousands)
Commercial and industrial$816,88519.5%$658,86515.7%$598,32717.0%
Real estate loans:
Commercial real estate2,226,34853.0%1,830,51443.6%1,759,85550.3%
Residential real estate582,14513.9%566,76613.5%556,32815.9%
Agricultural real estate278,9276.6%267,2486.4%196,1145.6%
Total real estate loans3,087,42073.5%2,664,52863.5%2,512,29771.8%
Agricultural188,4754.5%87,3392.1%118,5873.4%
Consumer105,4002.5%90,0842.1%103,6903.0%
Total loans held for investment$4,198,180100.0%$3,500,81683.4%$3,332,90195.2%
Total loans held for sale$1,392100.0%$513100.0%$476100.0%
Total loans held for investment (net of allowances)$4,145,424100.0%$3,457,549100.0%$3,289,381100.0%

Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, to provide working capital or meet other financing needs of the business.

Commercial real estate: Commercial real estate loans include all loans secured by nonfarm, nonresidential properties and multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.

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Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences.

Agricultural real estate, Agricultural, Consumer and other: Agricultural real estate loans are loans related to farmland. Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. Consumer loans are generally secured by consumer assets but may be unsecured.

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2025, and December 31, 2024, are summarized in the following tables.

Loan Maturity and Sensitivity to Changes in Interest Rates

As of December 31, 2025
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$289,631$350,270$112,600$64,384$816,885
Real Estate:
Commercial real estate531,7631,268,127325,353101,1052,226,348
Residential real estate5,26711,996111,555453,327582,145
Agricultural real estate74,354131,53636,83636,201278,927
Total real estate611,3841,411,659473,744590,6333,087,420
Agricultural133,09238,0405,66311,680188,475
Consumer52,11944,2057,0212,055105,400
Total$1,086,226$1,844,174$599,028$668,752$4,198,180
Loans with a predetermined fixed interest rate$412,708$653,731$109,432$269,857$1,445,728
Loans with an adjustable/floating interest rate673,5181,190,443489,596398,8952,752,452
Total$1,086,226$1,844,174$599,028$668,752$4,198,180
As of December 31, 2024
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$253,375$309,996$92,880$2,614$658,865
Real Estate:
Commercial real estate484,4501,019,023231,12295,9191,830,514
Residential real estate2,37511,344124,983428,064566,766
Agricultural real estate100,16993,43034,72038,929267,248
Total real estate586,9941,123,797390,825562,9122,664,528
Agricultural59,21321,3733,2703,48387,339
Consumer32,49845,35210,2342,00090,084
Total$932,080$1,500,518$497,209$571,009$3,500,816
Loans with a predetermined fixed interest rate$405,335$544,767$115,887$261,080$1,327,069
Loans with an adjustable/floating interest rate526,745955,751381,322309,9292,173,747
Total$932,080$1,500,518$497,209$571,009$3,500,816

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Nonperforming Assets

The following table presents information regarding nonperforming assets at the dates indicated.

Nonperforming Assets

As of December 31,
202520242023
(Dollars in thousands)
Non-accrual loans$40,276$27,050$25,026
Accruing loans 90 or more days past due2,610181279
OREO acquired through foreclosure, net3,2452,632772
Other repossessed assets5794,812380
Total nonperforming assets$46,710$34,675$26,457
Ratios:
Nonperforming assets to total assets0.73%0.65%0.53%
Nonperforming assets to total loans plus OREO1.11%0.99%0.79%

Nonperforming assets (“NPAs”) include loans on non-accrual status, accruing loans 90 or more days past due, restructured loans, other real estate acquired through foreclosure and other repossessed assets. The changes in non-accrual loans and accruing loans 90 or more days past due was due to specific circumstances on specific borrower relationships and not considered indicative of broad declining credit quality as of the reporting date. Included in other repossessed assets as of December 31, 2024 was the gross collateral of a Main Street Lending loan valued at $4.7. This relationship was resolved prior to December 31, 2025, driving the periodic decline. NPAs and classified assets continue to be at historically low levels for the Company.

The nonperforming loans at December 31, 2025, consisted of 319 separate credits and 266 separate borrowers. We had two nonperforming loan relationships each with outstanding balances exceeding $1.0 million as of December 31, 2025. There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by lenders and we also monitor delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

Regulatory Loan Classification

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. Loans are analyzed individually and classified based on credit risk. Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship. We use the following definitions for risk ratings:

Pass: Loans classified as pass include all loans that do not fall under one of the three following categories. These loans are considered unclassified.

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of our credit position at some future date. These loans are considered classified.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. These loans are considered classified.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. These loans are considered classified.

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. Potential problem loans are assigned a grade of special mention or substandard. At December 31, 2025, the Company had $24.6

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million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $35.4 million at December 31, 2024.

For additional information about the risk category by class of loans see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements. At December 31, 2025, loans considered unclassified were 98.1% of total loans compared to 98.1% of total loans at December 31, 2024.

Risk Category of Loans by Class

As of December 31, 2025
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$769,789$47,096$816,885
Real estate:
Commercial real estate2,204,81321,5352,226,348
Residential real estate577,2334,912582,145
Agricultural real estate275,0643,863278,927
Total real estate3,057,11030,3103,087,420
Agricultural186,9801,495188,475
Consumer104,720680105,400
Total$4,118,599$79,581$4,198,180
As of December 31, 2024
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$626,519$32,346$658,865
Real estate:
Commercial real estate1,813,77816,7361,830,514
Residential real estate561,1985,568566,766
Agricultural real estate258,3538,895267,248
Total real estate2,633,32931,1992,664,528
Agricultural86,2011,13887,339
Consumer89,30078490,084
Total$3,435,349$65,467$3,500,816

For additional information see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements.

In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and, as an important element, to consider when underwriting loans secured in part or in whole by real estate. The value of real estate collateral provides additional support to the borrower’s credit capacity.

With respect to potential problem loans, all monitored and under-performing loans are individually reviewed. If we determine that a loan has individually assessed credit loss, then we evaluate the borrower’s overall financial condition to determine the need, if any, for non-performing classification, possible write downs or appropriate additions to the allowance for credit losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.

Allowance for Credit Losses

Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our allowance policy.

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In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans. For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

Analysis of allowance for credit losses: At December 31, 2025, the allowance for credit losses totaled $52.8 million, or 1.3% of total loans. At December 31, 2024, the allowance for credit losses totaled $43.3 million, or 1.2% of total loans.

The $9.3 million increase in the allowance for credit losses was the result of net charge-offs of $2.5 million, an increase in reserves on loans individually evaluated and an increase in loan balances and purchase accounting for the NBC merger. The allowance for credit losses calculation on loans collectively evaluated at December 31, 2025, totaled $46.2 million, or 1.1%, of the $4.1 billion in loans collectively evaluated, compared to an allowance for credit losses of $38.4 million, or 1.1%, of the $3.5 billion in loans collectively evaluated at December 31, 2024.

Net losses as a percentage of average loans was 0.06% for the twelve months ended December 31, 2025, as compared to 0.11% for the twelve months ended December 31, 2024, and 0.13% for the twelve months ended December 31, 2023.

The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data.

Allowance for Credit Losses

(Dollars in thousands)

December 31, 2025Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$20,037$17,830$8,068$4,669$337$1,815$52,756
Total loans outstanding (1)2,226,348816,885582,145278,927188,475105,4004,198,180
Net charge-offs(140)1,333(11)(35)701,3232,540
Average loan balance (1)2,076,448803,779573,120260,219123,553100,4093,937,528
Non-accrual loan balance10,49221,5274,2561,1672,15368140,276
Loans to total loans outstanding53.0%19.5%13.9%6.6%4.5%2.5%100.0%
ACL to total loans0.9%2.2%1.4%1.7%0.2%1.7%1.3%
Net charge-offs to average loans%0.2%%%0.1%1.3%0.1%
Non-accrual loans to total loans0.5%2.6%0.7%0.4%1.1%0.6%1.0%
ACL to non-accrual loans191.0%82.8%189.6%400.1%15.7%266.5%131.0%
December 31, 2024Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$14,948$14,005$8,553$3,504$439$1,818$43,267
Total loans outstanding (1)1,830,514658,865566,766267,24887,33990,0843,500,816
Net charge-offs532,787139838093,799
Average loan balance (1)1,816,957635,881561,914227,34196,877100,9933,439,963
Non-accrual loan balance7,4587,7984,6705,75159278127,050
Loans to total loans outstanding52.3%18.8%16.2%7.6%2.5%2.6%100.0%
ACL to total loans0.8%2.1%1.5%1.3%0.5%2.0%1.2%
Net charge-offs to average loans%0.4%%%%0.8%0.1%
Non-accrual loans to total loans0.4%1.2%0.8%2.2%0.7%0.9%0.8%
ACL to non-accrual loans200.4%179.6%183.1%60.9%74.2%232.8%160.0%
December 31, 2023Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for loan losses$13,476$17,954$7,784$1,718$995$1,593$43,520
Total loans outstanding (1)1,759,855598,327556,328196,114118,587103,6903,332,901
Net charge-offs(75)3,7001846(47)5584,200
Average loan balance (1)1,750,084580,451564,728201,326100,394106,5423,303,525
Non-accrual loan balance5,4475,0417,2514,2142,47060325,026
Loans to total loans outstanding52.8%18.0%16.7%5.9%3.6%3.1%100.0%
ACL to total loans0.8%3.0%1.4%0.9%0.8%1.5%1.3%
Net charge-offs to average loans%0.6%%%%0.5%0.1%
Non-accrual loans to total loans0.3%0.8%1.3%2.1%2.1%0.6%0.8%
ACL to non-accrual loans247.4%356.2%107.4%40.8%40.3%264.2%173.9%

(1)
Excluding loans held for sale.

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Management believes that the allowance for credit losses at December 31, 2025, is adequate to cover current expected losses in the loan portfolio as of such date. There can be no assurance, however, that we will not sustain losses in future periods that could be substantial in relation to the size of the allowance at December 31, 2025.

Securities

We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements. At December 31, 2025, securities represented 16.3% of total assets compared with 18.9% at December 31, 2024.

At the date of purchase, debt securities are classified into one of two categories, held-to-maturity or available-for-sale. We do not purchase securities for trading purposes. At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities are classified as held-to-maturity and carried at cost, adjusted for the amortization of premiums and the accretion of discounts, in the financial statements only if management has the positive intent and ability to hold those securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of deferred income tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in total interest and dividend income. Also included in total interest and dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka. These stock investments are stated at cost.

The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown.

Available-For-Sale Securities

December 31,
20252024
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
U.S. Government-sponsored entities$25,960$26,298$71,173$65,094
U.S. Treasury securities35,13435,25086,52386,563
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities763,827772,145600,558565,510
Private label residential mortgage-backed securities4,4414,326144,971124,664
Corporate92,14291,79861,94758,652
Small Business Administration loan pools80,19980,20530,21229,928
State and local subdivisions20,76720,54683,86874,044
Total available-for-sale securities$1,022,470$1,030,568$1,079,252$1,004,455

The following table summarizes the amortized cost and fair value by classification of held-to-maturity securities as of the dates shown.

Held-To-Maturity Securities

December 31,
20252024
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities$3,967$4,098$3,932$3,909
State and local subdivisions1,2811,3111,2851,305
Total held-to-maturity securities$5,248$5,409$5,217$5,214

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The following tables summarize the contractual maturity of debt securities and their weighted average yields as of December 31, 2025, and December 31, 2024. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. Available-for-sale securities are shown at fair value and held-to-maturity securities are shown at cost, adjusted for the amortization of premiums and the accretion of discounts.

December 31, 2025
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities$10,1124.45%$16,1864.45%$0.00%$0.00%$26,2984.45%
U.S. Treasury securities29,7473.83%5,5034.60%0.00%0.00%35,2503.95%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities24.26%55,8754.95%15,3375.13%700,9314.94%772,1454.95%
Private label residential mortgage-backed securities%%%4,3264.21%4,3264.21%
Corporate2,3263.76%18,8777.89%69,8395.49%7566.01%91,7985.95%
Small Business Administration loan pools%2,4025.01%37,9524.50%39,8514.72%80,2054.62%
State and political subdivisions(1)9083.04%3,7913.10%10,3303.22%5,5174.22%20,5463.46%
Total available-for-sale securities43,0953.95%102,6345.33%133,4584.99%751,3814.92%1,030,5684.93%
Held-to-maturity securities:
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%%3,1015.02%8664.91%3,9674.99%
State and political subdivisions(1)%%1703.02%1,1114.62%1,2814.40%
Total held-to-maturity securities%%3,2714.91%1,9774.74%5,2484.85%
Total debt securities$43,0953.95%$102,6345.33%$136,7294.99%$753,3584.92%$1,035,8164.93%

(1)
The calculated yield is not calculated on a tax equivalent basis.

December 31, 2024
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities$7,7974.68%$22,9114.45%$32,6231.85%$1,7632.02%$65,0943.11%
U.S. Treasury securities78,4003.67%8,1634.66%%%86,5633.76%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%71,0254.57%117,8322.41%376,6534.39%565,5104.00%
Private label residential mortgage-backed securities%%%124,6642.35%124,6642.35%
Corporate6004.25%11,2136.81%46,8394.75%%58,6525.14%
Small Business Administration loan pools%%11,4545.28%18,4745.29%29,9285.29%
State and political subdivisions(1)2,5932.37%10,4462.38%33,2562.11%27,7492.49%74,0442.31%
Total available-for-sale securities89,3903.72%123,7584.57%242,0042.88%549,3033.86%1,004,4553.70%
Held-to-maturity securities:
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%%3,0535.02%8794.96%3,9325.00%
State and political subdivisions(1)%%1723.02%1,1134.62%1,2854.40%
Total held-to-maturity securities%%3,2254.91%1,9924.77%5,2174.86%
Total debt securities$89,3903.72%$123,7584.57%$245,2292.91%$551,2953.86%$1,009,6723.70%

(1)
The calculated yield is not calculated on a tax equivalent basis.

Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae, Freddie Mac and non-agency private label providers. Unlike U.S. Treasury and U.S. Government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities. Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments. As such, mortgage-backed securities purchased at a premium will generally produce decreasing net yields as interest rates drop because homeowners tend to refinance their mortgages resulting in prepayments and an acceleration of premium amortization. Securities purchased at a discount will reflect higher net yields in a decreasing interest rate environment as prepayments result in an acceleration of discount accretion.

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The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time. Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives. At December 31, 2025, and 2024, 90.8% and 72.3% of the mortgage-backed securities held by us had contractual final maturities of more than ten years with a weighted average life of 5.0 years and 5.1 years and a modified duration of 4.1 years and 4.2 years.

Deposits

Our lending and investing activities are primarily funded by deposits. A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market and time deposits. We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy and personalized service to attract and retain these deposits. Overall, deposits have increased $763.5 million from December 31, 2024 to December 31, 2025 and deposits excluding brokered deposits and current year acquisition deposits, have increased $10.8 million for the same time period. During 2025 there has been significant competition for deposits and continued pricing pressure which has caused deposit migration to higher earning deposit account types. The overall increase in deposits is due to merger activity partially offset by a general decrease in excess liquidity in the market due to the impacts of elevated inflation and the effects of trade and fiscal policy, in the form of higher interest rates limiting additional growth in both consumer and business customers.

The following table shows our composition of deposits at December 31, 2025, 2024, and 2023.

Composition of Deposits

December 31,
2025202420232025 vs. 20242024 vs. 2023
AmountPercent of TotalAmountPercent of TotalAmountPercent of TotalChange%Change%
(Dollars in thousands)
Non-interest-bearing demand$1,148,40922.3%$954,06521.8%$898,12921.7%$194,34420.4%$55,9366.2%
Interest-bearing demand1,268,30724.7%1,172,57726.8%998,82224.1%95,7308.2%173,75517.4%
Savings and money market1,736,68033.8%1,511,62034.6%1,484,98535.8%225,06014.9%26,6351.8%
Time984,86819.2%736,52716.8%763,51918.4%248,34133.7%(26,992)(3.5)%
Total deposits$5,138,264100.0%$4,374,789100.0%$4,145,455100.0%$763,47517.5%$229,3345.5%

The following tables show deposits acquired in 2025, as of the time of each acquisition.

NBC Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$236,12429.3%
Interest-bearing demand203,32425.2%
Savings and money market213,05026.4%
Time153,50919.1%
Total deposits$806,007100.0%

The following tables show deposits acquired in 2024, as of the time of each acquisition.

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Rockhold Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$97,59327.9%
Interest-bearing demand124,76035.7%
Savings and money market94,73127.1%
Time32,6939.3%
Total deposits$349,777100.0%
Kansasland Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$6,43915.2%
Interest-bearing demand5,01111.8%
Savings and money market14,31433.7%
Time16,65439.3%
Total deposits$42,418100.0%

The following table shows the average deposit balance and average rate paid on deposits for the year ended December 31, 2025, 2024, and 2023.

Average Deposit Balances and Average Rate Paid

December 31,
202520242023
Average BalanceAverage Rate PaidAverage BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing demand$1,049,240%$931,860%$979,410%
Interest-bearing demand1,113,3762.06%1,028,1142.68%1,002,5432.26%
Savings and money market1,588,4592.21%1,425,0252.38%1,359,8221.73%
Time877,2963.46%770,7723.75%827,6522.93%
Total deposits$4,628,371$4,155,771$4,169,427

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Included in interest-bearing demand deposits are Insured Cash Sweep (“ICS”) reciprocal demand deposit balances of $572.0 million, $469.5 million and $382.6 million at December 31, 2025, 2024 and 2023. Also included in savings and money market deposits at December 31, 2025, 2024, and 2023, are ICS reciprocal money-market deposit balances of $100.2 million, $100.6 million, and $230.8 million. These balances represent customer funds placed in ICS that allow Equity Bank to break large demand and money-market deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit. These deposits are placed in ICS but are Equity Bank’s customer relationships that management views as core funding.

Included in time deposits are Certificate of Deposit Account Registry Service (“CDARS”) program balances of $51.7 million, $35.4 million, and $21.8 million at December 31, 2025, 2024, and 2023. CDARS allows Equity Bank to break large deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit. Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lesser of 20% of total liabilities or $5.0 billion and Equity Bank is well capitalized and well rated. All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.

Included in interest-bearing demand deposit are brokered deposit balances totaling $0, $75.1 million, $1 thousand at December 31, 2025, 2024 and 2023. Also included in time deposits are brokered deposit balances totaling $70.2 million, $50.0 million and $200.0 million at December 31, 2025, 2024, and 2023.

The following table provides information on the maturity distribution of time deposits of $250,000 or more as of December 31, 2025, and December 31, 2024.

December 31,
20252024
(Dollars in thousands)
3 months or less$136,661$69,637
Over 3 through 6 months206,748200,049
Over 6 through 12 months67,26013,799
Over 12 months69,85752,080
Total Time Deposits$480,526$335,565

Other Borrowed Funds

We utilize borrowings to supplement deposits to fund our lending and investing activities. Short-term borrowing and long-term borrowing consist of funds from the FHLB, Federal Reserve Bank, federal funds purchased and retail repurchase agreements, a bank stock loan and subordinated debt. The Company continually has short-term borrowings which are disclosed in “NOTE 10 – BORROWINGS” and “NOTE 11 – SUBORDINATED DEBT.”

Federal funds purchased and retail repurchase agreements: We have available federal funds lines of credit with our correspondent banks. Retail repurchase agreements outstanding represent the purchase of interests in securities by banking customers. Retail repurchase agreements are stated at the amount of cash received in connection with the transaction. We do not account for any of our retail repurchase agreements as sales for accounting purposes in our financial statements. Retail repurchase agreements with banking customers are settled on the following business day. See “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

FHLB advances: FHLB advances include both draws against our line of credit and fixed rate term advances. Each term advance is payable in full at its maturity date and contains a provision for prepayment penalties. Our FHLB borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements. See “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

Federal Reserve Bank: Federal Reserve Bank Term Funding Program borrowings are fixed rate term loans, secured by loans and qualifying pledged securities. Our Federal Reserve Bank borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements. see “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements.

Bank stock loan: The Company maintains a borrowing facility through an unaffiliated financial institution. The terms of the loan require us and Equity Bank to maintain minimum capital ratios and other covenants. The loan and accrued interest may be prepaid at any time without penalty. In the event of default, the lender has the option to declare all outstanding balances as immediately due. For detailed information, see “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements.

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Subordinated debentures: In conjunction with the 2012 acquisition of First Community, we assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by us, FCB Capital Trust II and FCB Capital Trust III, (“CTII” and “CTIII,” respectively). In conjunction with the 2016 acquisition of Community First Bancshares, Inc., we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, Community First (AR) Statutory Trust I, (“CFSTI”). In conjunction with the 2021 acquisition of ASBI, we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, American State Bank Statutory Trust I, (“ASBSTI”). For additional information, see “NOTE 11 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Subordinated notes: In 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold a total of $75.0 million in aggregate principal amounts of its 7.00% Fixed-to-Floating Rate Subordinated Notes due in 2030. For additional information, see “NOTE 11 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

On June 30, 2025 the Company executed an early redemption on the subordinated note above. The Company realized a loss of $1.4 million from the write off of debt issue cost from the debt extinguishment.

Subordinated notes: In 2025, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold a total of $75.0 million in aggregate principal amounts of its 7.13% Fixed-to-Floating Rate Subordinated Notes due in 2035. For additional information, see “NOTE 11 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

Liquidity

Market and public confidence in our financial strength and financial institutions, in general, will largely determine access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.

Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure our liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily, weekly and monthly basis.

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations and unexpected deposit outflows. In this process, we focus on both assets and liabilities and on the manner in which they combine to provide adequate liquidity to meet our needs.

During the years ended December 31, 2025, 2024, and 2023, our liquidity needs have primarily been met by core deposits, securities and loan maturities, as well as amortizing payment from investment securities and loans. Other funding sources include federal funds purchased, retail repurchase agreements, brokered certificates of deposit, subordinated notes, borrowings from the FHLB and from the Federal Reserve Bank.

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The following table discloses average balances as a percentage of total average assets as of the time periods listed.

For the Year ended
December 31,
202520242023
Source of funds
Deposits
Non-interest bearing18.44%18.36%18.94%
Interest-bearing demand19.56%20.25%19.36%
Savings and MMDA27.91%28.09%28.70%
Time deposits15.42%15.18%15.14%
Federal Home Loan Bank advances3.43%4.26%2.09%
Federal Reserve Bank discount window borrowings%0.61%2.86%
Subordinated borrowings1.66%1.91%1.98%
Other borrowings0.81%0.93%1.07%
Other liabilities0.97%0.90%1.20%
Member's equity11.80%9.51%8.66%
Total100.00%100.00%100.00%
Uses of Funds
Loans receivable69.21%67.80%67.32%
Taxable securities15.97%19.32%19.06%
Non-taxable securities0.76%1.17%1.09%
Federal funds sold and other5.78%3.85%4.11%
Other real estate owned0.07%0.05%0.07%
Property plant and equipment2.22%2.28%2.27%
Other non-interest earnings assets5.99%5.53%6.08%
Total100.00%100.00%100.00%

Our largest sources of funds are deposits, fed funds sold, retail repurchase agreements and subordinated debt, and our largest uses of funds are the origination of loans or purchases of loans or investment securities. Average loans were $3.94 billion for the year ended December 31, 2025, an increase of 14.5% over average loans of $3.44 billion for the year ended December 31, 2024. Excess deposits are primarily invested in our interest-bearing deposit account with the Federal Reserve Bank of Kansas City, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth. Our investment securities portfolio has a weighted average life of 4.9 years and a modified duration of 4.0 years at December 31, 2025. We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, our core deposit base, FHLB advances, Federal Reserve Bank and other borrowing relationships. For additional information, see "NOTE 10 - BORROWINGS" in the Notes to Consolidated Financial Statements.

Average loans were $3.44 billion for the year ended December 31, 2024, an increase of 4.1% over the December 31, 2023, average balance. Excess deposits are primarily invested in our interest-bearing deposit account with the Federal Reserve Bank of Kansas City, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth. Our securities portfolio has a weighted average life of 4.8 years and a modified duration of 4.0 years at December 31, 2024.

Cash Flow Overview

Cash and cash equivalents were $607.8 million at December 31, 2025, an increase of $224.1 million from the $383.7 million cash and cash equivalents at December 31, 2024. The majority of our liquidity comes from our operations, including net income, supplemented by the repayment of principal on loans and investment securities through payoffs, paydowns and normal amortization. During the year ended December 31, 2025, we repositioned the investment portfolio contributing to $819.9 million in inflows from sales, paydowns and maturities of available-for-sale securities offset by $795.5 million in outflows for the purchase of available-for-sale securities. The repositioning resulted in a $53.3 million dollar loss, which was a non-cash loss, we also received cash from the merger with NBC of Oklahoma of $150.4 million. From time to time as conditions warrant, we borrow funds to maintain our liquidity requirement and fund operational needs.

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Cash and cash equivalents were $383.7 million at December 31, 2024, an increase of $4.6 million from the $379.1 million cash and cash equivalents at December 31, 2023. The majority of our liquidity comes from our operations, including net income, supplemented by the repayment of principal on loans and investment securities through payoffs, paydowns and normal amortization on mortgage backed securities. During the year ended December 31, 2024, we issued common stock of $87.0 million and received net cash from two mergers of $62.2 million. From time to time as conditions warrant, we borrow funds to maintain our liquidity requirement and fund operational needs. We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, the core deposit base and FHLB advances and other borrowing relationships.

For information related to cash flow during 2022, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 7, 2024.

Off-Balance Sheet Items

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in 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 standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amounts of these commitments. The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.

Standby and Performance Letters of Credit: For additional information see “NOTE 20 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Commitments to Extend Credit: For additional information see “NOTE 20 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Future Debt Repayments

In the normal course of business, we enter into short-term and long-term debt obligations resulting in commitments to make future payments. For additional information see “NOTE 10 – BORROWINGS” and “NOTE 11 – SUBORDINATED DEBT.”

Capital Resources

Capital management consists of providing equity to support our current and future operations. The bank regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets that they hold. As a bank holding company and a state-chartered Fed member bank, the Company and Equity Bank are subject to regulatory capital requirements.

Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes, as of December 31, 2025, and December 31, 2024, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver. As of December 31, 2025, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank must maintain minimum total capital, Tier 1 capital, Common Equity Tier 1 capital and Tier 1 leverage ratios. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

The total increase in stockholders’ equity of $139.1 million was principally attributable to increases in additional paid-in-capital of $80.5 million, an increase in AOCI of $62.2 million, partially offset by an increase in treasury stock of $14.0 million. For

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additional information about the Company’s capital see "NOTE 12 – STOCKHOLDERS' EQUITY", “NOTE 14 – REGULATORY MATTERS” and "NOTE 17 – SHARE-BASED PAYMENTS" in Notes to Consolidated Financial Statements.

Non-GAAP Financial Measures

We identify certain financial measures discussed in this Annual Report on Form 10-K as being “non-GAAP financial measures.” In accordance with the SEC’s rules, 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 generally accepted accounting principles as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this 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 companies 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 that we have discussed in this Annual Report on Form 10-K when comparing such non-GAAP financial measures.

Tangible Book Value per Common Share and Tangible Book Value Per Diluted Common Share: Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization, and naming rights, net of accumulated amortization; (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and (c) tangible book value per diluted common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding plus the period-end dilutive effects of vested restricted stock units, the assumed exercise of stock options, redemption of non-vested restricted stock units, and pending employee stock purchase plan shares at period end. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.

Management believes that these measures are important to many investors who are interested in changes from period to period in book value per common 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.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share and tangible book value per diluted common share and compares these values with book value per common share.

December 31,
20252024202320222021
(Dollars in thousands, except share data)
Total stockholders’ equity$732,054$592,918$452,860$410,058$500,631
Goodwill(82,101)(53,101)(53,101)(53,101)(54,465)
Core deposit intangibles, net(21,634)(14,969)(7,222)(10,596)(14,879)
Mortgage servicing asset, net(75)(176)(276)
Naming rights, net(5,703)(957)(1,000)(1,044)(1,087)
Tangible common equity$622,616$523,891$391,462$345,141$429,924
Common shares outstanding at period end18,944,98717,419,85815,428,25115,930,11216,760,115
Diluted common shares outstanding at period end19,196,16017,636,84315,629,18516,163,25317,050,115
Book value per common share$38.64$34.04$29.35$25.74$29.87
Tangible book value per common share$32.86$30.07$25.37$21.67$25.65
Tangible book value per diluted common share$32.43$29.70$25.05$21.35$25.22

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Tangible Common Equity to Tangible Assets: Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; (b) tangible assets as total assets less goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

Management believes 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 total assets while not increasing tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets.

December 31,
20252024202320222021
(Dollars in thousands)
Total stockholders’ equity$732,054$592,918$452,860$410,058$500,631
Goodwill(82,101)(53,101)(53,101)(53,101)(54,465)
Core deposit intangibles, net(21,634)(14,969)(7,222)(10,596)(14,879)
Mortgage servicing asset, net(75)(176)(276)
Naming rights, net(5,703)(957)(1,000)(1,044)(1,087)
Tangible common equity$622,616$523,891$391,462$345,141$429,924
Total assets$6,373,172$5,332,047$5,034,592$4,981,651$5,137,631
Goodwill(82,101)(53,101)(53,101)(53,101)(54,465)
Core deposit intangibles, net(21,634)(14,969)(7,222)(10,596)(14,879)
Mortgage servicing asset, net(75)(176)(276)
Naming rights, net(5,703)(957)(1,000)(1,044)(1,087)
Tangible assets$6,263,734$5,263,020$4,973,194$4,916,734$5,066,924
Equity / assets11.49%11.12%8.99%8.23%9.74%
Tangible common equity to tangible assets9.94%9.95%7.87%7.02%8.48%

Core Return on Average Equity: Core return on average equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) core net income allocable to common stockholders as net income allocable to common stockholders less net gain on acquisition, less gain (loss) on securities transactions, plus loss on debt extinguishment, plus Day 2 Merger provision expense, plus merger expenses, plus BOLI tax expense, plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on adjustments (tax rates used in this calculation were 21% for 2025, 2024, 2023, 2022 and 2021) (c) core return on average equity as core net income allocable to common stockholders (as described in clause (b)) divided by a simple average of net income and core net income plus average stockholders' equity. For return on average equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Return on Average Tangible Common Equity: Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) core net income allocable to common stockholders as net income allocable to common stockholders plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on amortization of intangible assets (tax rates used in this calculation were 21% for 2025, 2024, 2023, 2022 and 2021) (c) return on average tangible common equity as core net income allocable to common stockholders (as described in clause (b)) divided by average tangible common equity (as described in clause (a)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Management believes that this measure is important to many investors in the marketplace because it measures the return on equity, exclusive of the effects of intangible assets on earnings and capital. Goodwill and other intangible assets have the effect of

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increasing average stockholders’ equity and, through amortization, decreasing net income allocable to common stockholders while not increasing average tangible common equity or decreasing core net income allocable to common stockholders.

The following table reconciles, as of the dates set forth below, total average stockholders’ equity to average equity and net income allocable to common stockholders to core net income allocable to common stockholders.

December 31,
20252024202320222021
(Dollars in thousands)
Total average stockholders’ equity$670,770$482,974$423,722$440,882$446,795
Average intangible assets(87,276)(68,190)(63,064)(67,746)(50,831)
Average tangible common equity$583,494$414,784$360,658$373,136$395,964
Net income (loss) allocable to common stockholders$22,726$62,621$7,821$57,688$52,480
Amortization of intangible assets4,9914,4083,5184,1864,242
Tax effect of adjustments(1,048)(926)(739)(879)(891)
Adjusted net income (loss) allocable to common stockholders$26,669$66,103$10,600$60,995$55,831
Net gain on acquisition(2,131)(962)(585)
Net (gain) loss on securities transactions53,174(220)51,909(5)(406)
Loss on extinguishment of debt1,361372
Merger expenses8,0654,4612975949,189
Day 2 Merger provision6,228
BOLI tax expense1,730
Tax effect of adjustments(14,454)(443)(10,963)78(1,800)
Core net income (loss) allocable to common stockholders$81,043$69,500$51,843$60,700$62,601
Return on average equity (ROAE)3.39%12.97%1.85%13.08%11.75%
Core return on average equity11.58%14.29%11.63%13.72%13.85%
Return on average tangible common equity (ROATCE)4.57%15.94%2.94%16.35%14.10%

Core income calculations: Core income calculations are a non-GAAP measure that management believes is an effective alternative measure of how efficiently the company utilizes its asset base. Core income is calculated by adjusting GAAP income by non-core gains and losses and excluding non-core expenses, net of tax, as outlined in the table below. We calculate (a) core net income (loss) allocable to common stockholders plus merger expenses, tax effected non-core items, goodwill impairment and BOLI tax adjustment, less gain (loss) from securities transactions; (b) adjusted operating net income as net income (loss) allocable to common stockholders plus adjusted non-core items, tax effected non-core items and BOLI tax adjustments.

Core Net Income and Earnings Per Share: Core net income and Core earnings per share are non-GAAP financial measures generally used to disclose core net income from the Company's operations and earnings per share. We calculated this by taking GAAP net income less non-core impacts to net income to arrive at core net income and core diluted earnings per share. These financial measures are used by financial statement users to evaluate the core financial performance of the Company.

Management believes that these measures are important to many investors who are interested in changes from period to period in the Company's financial performance and quality of earnings.

The following table reconciles as of the dates set forth below, core net income and earnings per share and compares them to GAAP net income and earnings per share.

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December 31,
20252024202320222021
(Dollars in thousands, except per share data)
Net income (loss) allocable to common stockholders$22,726$62,621$7,821$57,688$52,480
Core net income (loss) allocable to common stockholders$81,043$69,500$51,843$60,700$62,601
Total average assets$5,690,709$5,075,939$4,999,405$5,023,112$4,431,802
Total average stockholders' equity$670,770$482,974$423,722$440,884$446,795
Weighted average common shares outstanding18,296,09015,489,37015,535,77216,214,04915,019,221
Weighted average diluted common shares18,456,67615,671,67415,648,84216,437,90615,306,431
Earnings Per Share$1.24$4.04$0.50$3.56$3.49
Diluted earnings (loss) per share$1.23$4.00$0.50$3.51$3.43
Core earnings per diluted share$4.39$4.43$3.31$3.69$4.09
Return on average assets (ROAA) annualized0.40%1.23%0.16%1.15%1.18%
Core return on average assets1.42%1.37%1.03%1.21%1.41%
Return on average equity3.39%12.97%1.85%13.08%11.75%

Efficiency Ratio: The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate the efficiency ratio by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition. The GAAP-based efficiency ratio is non-interest expense less goodwill impairment, divided by net interest income plus non-interest income.

In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses, loss on debt extinguishment, net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition.

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The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio.

December 31,
20252024202320222021
(Dollars in thousands)
Non-interest expense$174,720$144,157$135,601$128,380$119,465
Merger expenses(8,065)(4,461)(297)(594)(9,189)
Loss on debt extinguishment(1,361)(372)
Non-interest expense, excluding merger expenses and loss on debt extinguishment$165,294$139,696$135,304$127,786$109,904
Amortization of intangibles$(4,991)$(4,408)$(3,518)$(4,186)$(4,242)
Core Non-interest expense, excluding merger expenses, amortization of intangibles and loss on debt extinguishment$160,303$135,288$131,786$123,600$105,662
Net interest income$226,081$186,162$159,018$162,830$142,579
Non-interest income$(16,028)$38,822$(19,129)$35,957$32,842
Gain on acquisition and branch sales(2,131)(962)(585)
Net (gains) losses from securities transactions53,174(220)51,909(5)(406)
Non-interest income, excluding net gains (losses) from security transactions and gain on acquisition$37,146$36,471$32,780$34,990$31,851
Non-interest expense to net interest income plus non-interest income83.18%64.07%96.93%64.58%68.10%
Efficiency Ratio60.90%60.77%68.71%62.48%60.58%
Total average assets$5,690,709$5,075,939$4,999,405$5,023,112$4,431,802
Core non-interest expense, less goodwill impairment / Average assets2.82%2.67%2.64%2.46%2.38%

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000950170-25-035585.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-03-07. Report date: 2024-12-31.

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 our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A – Risk Factors” included in Item 1A of this Annual Report on Form 10-K. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

This discussion and analysis of our financial condition and results of operation includes the following sections:


Table containing selected financial data and ratios for the periods;


Overview;


Critical Accounting Policies – a discussion of accounting policies that require critical estimates and assumptions;


Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;


Financial Condition – an analysis of our financial position;


Liquidity and Capital Resources – an analysis of our cash flows and capital position; and


Non-GAAP Financial Measures – reconciliation of non-GAAP measures.

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Years Ended December 31,
(Dollars in thousands, except per share data)20242023202220212020
Statement of Income Data
Interest and dividend income$296,843$246,712$188,248$157,368$155,561
Interest expense110,68187,69425,41814,78922,909
Net interest income186,162159,018162,830142,579132,652
Provision (reversal) for credit losses2,5461,873125(8,480)24,255
Net gain on acquisition2,1319625852,145
Net gain (loss) from securities transactions220(51,909)540611
Other non-interest income36,47132,78034,99031,85123,867
Merger expense4,4612975949,189299
Goodwill impairment104,831
Loss on extinguishment of debt372
Other non-interest expense139,696135,304127,786109,904103,860
Income (loss) before income taxes78,2812,41570,28264,436(74,570)
Provision for income taxes15,660(5,406)12,59411,956400
Net income (loss)62,6217,82157,68852,480(74,970)
Net income (loss) allocable to common stockholders62,6217,82157,68852,480(74,970)
Basic earnings (loss) per share4.040.503.563.49(4.97)
Diluted earnings (loss) per share4.000.503.513.43(4.97)
Balance Sheet Data (at period end)
Cash and cash equivalents$383,747$379,099$104,428$259,954$280,698
Securities available-for-sale1,004,455919,6481,184,3901,327,442871,827
Securities held-to-maturity5,2172,2091,948
Loans held for sale5134763494,21412,394
Gross loans held for investment3,500,8163,332,9013,311,5483,155,6272,591,696
Allowance for credit losses43,26743,52045,84748,36533,709
Loans held for investment, net of allowance for credit losses3,457,5493,289,3813,265,7013,107,2622,557,987
Goodwill and core deposit intangibles, net68,07060,32363,69769,34447,658
Mortgage servicing asset, net75176276
Naming rights, net9571,0001,0441,0871,130
Total assets5,332,0475,034,5924,981,6515,137,6314,013,356
Total deposits4,374,7894,145,4554,241,8074,420,0043,447,590
Borrowings312,796380,503281,734151,891133,857
Total liabilities4,739,1294,581,7324,571,5934,637,0003,605,707
Total stockholders’ equity592,918452,860410,058500,631407,649
Tangible common equity*523,891391,462345,141429,924358,861
Performance ratios
Return on average assets (ROAA)1.23%0.16%1.15%1.18%(1.87)%
Return on average equity (ROAE)12.97%1.85%13.08%11.75%(16.14)%
Return on average tangible common equity (ROATCE)*15.94%2.94%16.35%14.10%8.27%
Yield on loans7.14%6.39%4.98%4.77%5.00%
Cost of interest-bearing deposits2.80%2.21%0.53%0.30%0.66%
Net interest margin3.98%3.46%3.51%3.44%3.63%
Efficiency ratio*60.77%68.71%62.48%60.58%63.87%
Non-interest expense to net interest income plus non-interest income*64.07%96.93%64.58%68.10%65.64%
Non-interest income / average assets0.76%(0.38)%0.72%0.74%0.65%
Non-interest expense / average assets2.84%2.71%2.56%2.70%5.23%
Dividend payout ratio13.91%88.35%10.26%4.84%0.00%
Performance ratios - Core
Core earnings per diluted share*$4.43$3.31$3.69$4.09$0.62
Core return on average assets*1.37%1.03%1.21%1.41%0.23%
Core return on average equity*14.29%11.63%13.72%13.85%1.87%
Core non-interest expense / average assets*2.67%2.64%2.46%2.38%2.50%
Capital Ratios
Tier 1 Leverage Ratio11.67%9.46%9.61%9.09%9.30%
Common Equity Tier 1 Capital Ratio14.51%11.74%12.26%12.03%12.82%
Tier 1 Risk Based Capital Ratio15.11%12.36%12.88%12.67%13.37%
Total Risk Based Capital Ratio18.07%15.48%16.08%15.96%17.35%
Total Stockholders equity / Total Assets11.12%8.99%8.23%9.74%10.16%
Tangible common equity to tangible assets*9.95%7.87%7.02%8.48%9.05%

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Book value per share$34.04$29.35$25.74$29.87$28.04
Tangible book value per common share*$30.07$25.37$21.67$25.65$24.68
Tangible book value per diluted common share*$29.70$25.05$21.35$25.22$24.68

* Indicates non-GAAP financial measure. Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for reconciliation to the most directly comparable GAAP measure.

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Overview

We are a financial holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 71 full-service branches located in Arkansas, Kansas, Missouri and Oklahoma. As of December 31, 2024, we had, on a consolidated basis, total assets of $5.33 billion, total deposits of $4.37 billion, total loans held for investment, net of allowances, of $3.46 billion and total stockholders’ equity of $592.9 million. Net income for the year ended December 31, 2024, was $62.6 million, compared to net income of $7.8 million for the year ended December 31, 2023.

History and Background

From 2003 through 2024, we completed a series of 22 acquisitions, two charter consolidations and two branch dispositions. We seek to integrate the banks we acquire into our existing operational platform and enhance stockholder value through the creation of efficiencies within the combined operations. In conjunction with our strategic acquisition growth, we strive to reposition and improve the loan portfolio and deposit mix of the banks we acquire. Following our acquisitions, we focus on identifying and disposing of problematic loans and replacing them with higher quality loans generated organically. In addition, we concentrate on growth in our commercial loan portfolio, which we believe generally offers higher return opportunities than our consumer loan portfolio, primarily by hiring additional talented bankers, particularly in our metropolitan markets, and incentivizing our bankers to expand their commercial banking relationships. We also seek to increase our most attractive deposit accounts primarily by growing deposits in our community markets and cross selling our depository products to our loan customers.

Our principal objective is to continually increase stockholder value and generate consistent earnings growth by expanding our commercial banking franchise both organically and through strategic acquisitions. We believe our strategy of selectively acquiring and integrating community banks has provided us with economies of scale and improved our overall franchise efficiency. We expect to continue to pursue strategic acquisitions and believe our targeted market areas present us with many and varied acquisition opportunities. We are also focused on continuing to grow organically and believe the markets in which we operate currently provide meaningful opportunities to expand our commercial customer base and increase our current market share. We believe our geographic footprint, which is strategically split between growing metropolitan markets, such as Kansas City, Tulsa and Wichita, and stable community markets within Southeastern Kansas, Southwestern Kansas, Central Kansas, North Central Kansas, Western Kansas, Topeka, Western Missouri, North Central Missouri, Northern Arkansas, Northern Oklahoma and Western Oklahoma, provides us with access to low cost stable core deposits in community markets that we can use to fund commercial loan growth in our metropolitan markets. We strive to provide an enhanced banking experience for our customers by providing them with a comprehensive suite of sophisticated banking products and services tailored to meet their needs, while delivering the high-quality relationship-based customer service of a community bank.

Highlights for the Year Ended December 31, 2024


Net income of $62.6 million, or $4.00 diluted earnings per share, for the year ended December 31, 2024.


Dividends declared of $8.7 million, or $0.54 per share, for the year ended December 31, 2024, compared to $6.9 million, or $0.44 per share, for the year ended December 31, 2023, an increase of 26.0%


Total loans held for investment increased to $3.50 billion at December 31, 2024, compared to $3.33 billion at December 31, 2023, an increase of 5.0%.


Completed two mergers during the year ended December 31, 2024. The first, Rockhold BanCorp, adding $349.8 million in deposits, eight banking locations and new territory to the Equity Bank footprint. The second, Kanasland Bancshares, Inc., adding $42.4 million in deposits and two banking locations.


The Company completed a common stock capital raise, issuing 2,067,240 shares at a public offering price of $44.50 per share. After expense capital impact totaled $86.9 million.

Critical Accounting Policies

The preparation of our financial statements in accordance with GAAP requires management to make a number of judgments and assumptions that affect our reported results and disclosures. Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results. Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements. Our accounting policies are described in “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

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The accounting policies that management believes are the most critical to an understanding of our financial condition and results of operations and require complex management judgment are described below.

Allowance for Credit Losses: The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date; however, determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. The actual realized facts and circumstances may be different than those currently estimated by management and may result in significant changes in the allowance for credit losses in future periods. The allowance for credit losses for loans, as reported in our consolidated balance sheets, is adjusted by provision for credit losses, which is recognized in earnings and is reduced by the charge-off amounts, net of recoveries.

The Company utilizes primarily two methods for estimating the allowance for credit losses and the method used depends on the status of the underlying loans. Non-performing loans primarily utilize a collateral specific fair value impairment method and performing loans primarily utilize a historical loss method. The performing loan method utilizes a probability of default (PD) and loss given default (LGD) modeling approach for historical loss coupled with a macroeconomic factor analysis derived from a statistical regression of loss experience correlated to changes in economic factors for all commercial banks operating within our geographical footprint. The macroeconomic regression is based on a multivariate approach and includes key indicators that provide the highest cumulative adjusted R-square figure. Economic factors include, but are not limited to, national unemployment, gross domestic product, market interest rates and property pricing indices. To arrive at the most predictive calculation, a lag factor was applied to these inputs, resulting in current and historic economic inputs driving the projection of loss over our reasonable and supportable forecast period, which management has defined as 12 months for all portfolio segments. Following the reasonable and supportable forecast period, loss experience immediately reverts to the current historical loss experience of the Company. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon quarterly trend assessments in projected economic sentiment, portfolio concentrations, policy exceptions, personnel retention, independent loan review results, collateral considerations, risk ratings and competition. The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors. The resultant loss rates are applied to the estimated future exposure at default (EAD), as determined based on contractual amortization terms through an average default month and estimated prepayment experience in arriving at the quantitative reserve within our allowance for credit losses.

The allowance represents management’s best estimate, but significant changes in circumstances relating to loan quality and economic conditions could result in significantly different results than what is reflected in the consolidated balance sheet as of December 31, 2024. Likewise, an improvement in loan quality or economic conditions may allow for a further reduction in the required allowance. Changing credit conditions would be expected to impact realized losses driving variability in specifically assessed allowances, as well as calculated quantitative and more subjectively analyzed qualitative factors. Depending on the volatility in these conditions, material impacts could be realized within the Company’s operations. Likewise, changing economic conditions, both positive and negative, to the extent significant could result in unexpected realization of provision or reversal of allowance for credit losses due to its impact on the quantitative and qualitative inputs to the Company’s calculation. Under the CECL methodology, the impact of these conditions has the potential to further exacerbate periodic differences due to its life of loan perspective. The life of loans calculated under the methodology is based in contractual duration and modified for prepayment expectations, making significant variation in periodic results possible due to changing contractual or adjusted duration of the assets within the calculation.

Goodwill: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified. Goodwill will be assessed more frequently if a triggering event occurs which indicates that the carrying value of the asset might be impaired. We have selected December 31 as the date to perform our annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life. For the year ended December 31, 2024, management performed a qualitative analysis and has determined that there was not evidence of a triggering event during the period then ended. Our qualitative analysis process consists of using recent bank merger transactions, for companies that are

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similar to the Company based on financial performance, to calculate the average change in control premium from the merger data. The average change in control premium, number of shares and our current trading price is used to estimate the market value of our equity, which is compared to our book value of equity. In addition to estimating equity market value, we evaluate the qualitative considerations contained in current accounting guidance to identify any evidence of goodwill impairment. Based on this qualitative analysis and conclusion, it was determined that a more robust quantitative assessment was not necessary at our measurement date.

For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and “NOTE 7 – GOODWILL AND CORE DEPOSIT INTANGIBLES” in the Notes to Consolidated Financial Statements.

Results of Operations

We generate most of our revenue from interest income and fees on loans, interest and dividends on investment securities and non-interest income, such as service charges and fees, debit card income and mortgage banking income. We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.

Changes in interest rates earned on interest-earning assets or incurred on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic change in net interest income. Fluctuations in interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international circumstances and 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 Arkansas, Kansas, Missouri and Oklahoma, as well as developments affecting the consumer, commercial and real estate sectors within these markets.

For information comparing our results of operations for the year ended December 31, 2023, to year ended December 31, 2022, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 7, 2024.

Net Income

Year ended December 31, 2024, compared with year ended December 31, 2023

For the year ended December 31, 2024, there was net income allocable to common stockholders of $62.6 million, compared to net income allocable to common stockholders of $7.8 million for the year ended December 31, 2023, an increase of $54.8 million. This change was primarily driven by a $27.1 increase in net interest income, a $58.0 million increase in non interest income offset by a $8.6 million increase in non interest expense and an increase in provision for taxes of $21.1 million. The changes in the components of net income are discussed in more detail below in the following sections of “Results of Operations.”

Net Interest Income and Net Interest Margin Analysis

Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread and (4) net interest margin. 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 net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume change,” and it is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as “yield/rate change.”

The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the years ended December 31, 2024, 2023,

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and 2022. The yields and rates are calculated by dividing income or expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

December 31, 2024December 31, 2023December 31, 2022
(Dollars in thousands)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)
Interest-earning assets
Loans(1)
Commercial and industrial$635,881$51,1888.05%$580,451$42,9017.39%$583,295$32,2585.53%
Commercial real estate1,400,66199,3167.09%1,302,56883,4416.41%1,259,25765,1225.17%
Real estate construction416,29636,0048.65%447,51633,7647.54%363,90218,2695.02%
Residential real estate563,17626,5054.71%565,71123,7994.21%597,19622,0043.68%
Agricultural real estate227,34116,8487.41%201,32613,8206.86%201,29511,3995.66%
Agricultural96,8779,1039.40%100,3946,9666.94%125,3426,6975.34%
Consumer100,9956,8516.78%106,5426,5226.12%102,1855,1105.00%
Total loans3,441,227245,8157.14%3,304,508211,2136.39%3,232,472160,8594.98%
Taxable securities979,92639,0913.99%1,027,72623,8732.32%1,185,75022,7131.92%
Nontaxable securities59,5971,5792.65%74,9171,9602.62%106,9552,6982.52%
Federal funds sold and other195,37810,3585.30%193,9419,6664.98%107,2981,9781.84%
Total interest-earning assets4,676,128296,8436.35%4,601,092246,7125.36%4,632,475188,2484.06%
Non-interest-earning assets
Other real estate owned, net2,3323,99110,144
Premises and equipment, net115,892107,297102,165
Bank-owned life insurance129,232123,665121,741
Goodwill and other intangibles, net68,19063,06467,747
Other non-interest-earning assets84,165100,29688,840
Total assets$5,075,939$4,999,405$5,023,112
Interest-bearing liabilities
Interest-bearing demand deposits$1,028,11427,5872.68%$1,002,54322,6812.26%$1,124,8287,2480.64%
Savings and money market1,425,02533,9312.38%1,359,82223,5251.73%1,308,5363,5490.27%
Demand savings and money market2,453,13961,5182.51%2,362,36546,2061.96%2,433,36410,7970.44%
Certificates of deposit770,77228,8913.75%827,65224,2672.93%663,7905,5240.83%
Total interest-bearing deposits3,223,91190,4092.80%3,190,01770,4732.21%3,097,15416,3210.53%
FHLB term and line of credit advances216,01210,1804.71%98,3803,9444.01%79,7752,0942.63%
Federal Reserve Bank discount window30,9861,3614.39%108,5514,7554.38%30.25%
Subordinated borrowings97,1947,5807.80%96,6517,5917.85%96,1336,7717.04%
Other borrowings47,3361,1512.43%49,4649311.88%55,0362320.42%
Total interest-bearing liabilities3,615,439110,6813.06%3,543,06387,6942.48%3,328,10125,4180.76%
Non-interest-bearing liabilities and stockholders’ equity
Non-interest-bearing checking accounts931,860979,4101,203,167
Non-interest-bearing liabilities45,66653,21050,962
Stockholders’ equity482,974423,722440,882
Total liabilities and stockholders’ equity$5,075,939$4,999,405$5,023,112
Net interest income$186,162$159,018$162,830
Interest rate spread3.29%2.88%3.30%
Net interest margin(2)3.98%3.46%3.51%
Total cost of deposits, including non-interest bearing deposits$4,155,771$90,4092.18%$4,169,427$70,4731.69%$4,300,321$16,3210.38%
Average interest-earning assets to interest-bearing liabilities129.34%129.86%139.19%

(1)Average loan balances include non-accrual loans, hedge fair value adjustments and merger fair value adjustments.

(2)Net interest margin is calculated by dividing net interest income by average interest-earning assets for the period.

(3)Tax exempt income is not included in the above table on a tax equivalent basis.

(4)Actual un-rounded values are used to calculate the reported yield or rate disclosed. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.

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The following table analyzes the change in volume variances and yield/rate variances for the year ended December 31, 2024, as compared to the year ended December 31, 2023, and the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Analysis of Changes in Net Interest Income

2024 vs. 20232023 vs. 2022
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)Volume(1)Yield/Rate(1)TotalVolume(1)Yield/Rate(1)Total
Interest-earning assets
Loans
Commercial and industrial$4,286$4,001$8,287$(158)$10,801$10,643
Commercial real estate6,5619,31415,8752,30716,01218,319
Real estate construction(2,467)4,7072,2404,86010,63515,495
Residential real estate(107)2,8132,706(1,205)3,0001,795
Agricultural real estate1,8741,1543,02822,4192,421
Agricultural(252)2,3892,137(1,492)1,761269
Consumer(352)6813292261,1861,412
Total loans9,54325,05934,6024,54045,81450,354
Taxable securities(1,159)16,37715,218(3,275)4,4351,160
Nontaxable securities(406)25(381)(835)97(738)
Federal funds sold and other726206922,4735,2157,688
Total interest-earning assets$8,050$42,081$50,131$2,903$55,561$58,464
Interest-bearing liabilities
Demand savings and money market$1,766$13,546$15,312$(726)$36,135$35,409
Certificates of deposit(1,759)6,3834,6241,67017,07318,743
Total interest-bearing deposits719,92919,93694453,20854,152
FHLB term and line of credit advances5,4387986,2365671,2831,850
Federal Reserve Bank discount window(3,407)13(3,394)4,75324,755
Subordinated borrowings43(54)(11)37783820
Other borrowings(42)262220(26)725699
Total interest-bearing liabilities2,03920,94822,9876,27556,00162,276
Net Interest Income$6,011$21,133$27,144$(3,372)$(440)$(3,812)

(1)The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume. The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Year ended December 31, 2024, compared with year ended December 31, 2023

The increase in net interest income is primarily due to a 99 basis point increase in yields on interest-earning assets offset by a 58 basis point increase in the average cost of interest bearing liabilities. The change in yields and costs were driven, primarily, by a continued higher rate environment within the marketplace creating continued lag re-pricing of both the asset and liability portfolios throughout 2024. The asset yield was also positively impacted by the re-positioning of a portion of our investment portfolio in December of 2023. In the final four months of 2024, the FOMC reduced short-term interest rates by 100 basis points across three meetings. Due to their timing, the cuts did not have a material impact on operating results for 2024.

Net interest spread increased from 2.88% at December 31, 2023 to 3.29% at December 31, 2024 primarily due to the increase in both the volume and yield of interest-earning assets out-pacing the increase in the cost and change in volume in interest-bearing liabilities. The increase in net interest margin was driven by the additive yield from re-positioning of the investment portfolio, production of new earning assets and the acquisition of earning assets in the current environment outpacing the continued, lagged re-pricing of liabilities used in funding.

Provision for Credit Losses

We maintain an allowance for credit losses for estimated losses in our loan portfolio. The allowance for credit losses is increased by a provision for credit losses, which is a charge to earnings, and subsequent recoveries of amounts previously charged-off, but is decreased by charge-offs when the collectability of a loan balance is unlikely. Management estimates the allowance balance

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required using past loan loss experience within the Company’s portfolio. This historical loss calculation is then modified to reflect quantitative economic circumstances based on evidenced economic conditions and regression formulas which incorporate lag factors in identifying a sufficiently predictive adjusted-R square as well as qualitative factors not inherently reflected in our historical loss or quantitative economic inputs. Included in our qualitative assessment is the consideration of prospective economic conditions over the next 12 months, considered the Company’s reasonable and supportable forecast period. As these factors change, the amount of the credit loss provision changes.

Year ended December 31, 2024, compared with year ended December 31, 2023

There was a $2.5 million provision for credit losses for the year ended December 31, 2024, compared to a provision for credit losses of $1.9 million for the year ended December 31, 2023. The provision for credit losses recorded during the period ended December 31, 2024, is the result of an increase in the loan portfolio, slower prepayment rates, and net charge-offs during the period which were offset by decreases in projected future loss rates and specific reserves on loans individually evaluated for credit loss.

For additional detail see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Allowance for Credit Losses.” Net charge-offs for the year ended December 31, 2024, were $3.8 million as compared to net charge-offs of $4.2 million for the year ended December 31, 2023. For the year ended December 31, 2024, gross charge-offs were $4.6 million offset by gross recoveries of $817 thousand. In comparison, gross charge-offs were $5.0 million for the year ended December 31, 2023, offset by gross recoveries of $754 thousand.

Non-Interest Income

The following table provides a comparison of the major components of non-interest income for the years ended December 31, 2024, 2023, and 2022.

Non-Interest Income

For the Years Ended December 31,

2024 vs. 20232023 vs. 2022
(Dollars in thousands)202420232022Change%Change%
Service charges and fees$9,830$10,187$10,632$(357)(3.5)%$(445)(4.2)%
Debit card income10,24610,32210,677(76)(0.7)%(355)(3.3)%
Mortgage banking8616521,41620932.1%(764)(54.0)%
Increase in value of bank-owned life insurance4,9664,0593,11390722.3%94630.4%
Other
Investment referral income5004245397617.9%(115)(21.3)%
Trust income1,6241,1231,03650144.6%878.4%
Insurance sales commissions555582566(27)(4.6)%162.8%
Recovery on zero-basis purchased loans4,3805172493,863747.2%268107.6%
Income (loss) from equity method investments(87)(222)(222)135(60.8)%%
Other non-interest income3,5965,1366,984(1,540)(30.0)%(1,848)(26.5)%
Total other10,5687,5609,1523,00839.8%(1,592)(17.4)%
Subtotal36,47132,78034,9903,69111.3%(2,210)(6.3)%
Gain on acquisition2,1319622,131100.0%(962)(100.0)%
Net gain (loss) from securities transactions220(51,909)552,129(100.0)%(51,914)(100.0)%
Total non-interest income$38,822$(19,129)$35,957$57,951(302.9)%$(55,086)(153.2)%

Year ended December 31, 2024, compared with year ended December 31, 2023

Non-interest income, before gain on acquisition and gain or loss on sale of securities, increased 11.3%. The increase was driven by recovery on zero-basis purchased loans and yield on bank-owned life insurance, partially offset by the decrease in Other non-interest income. 'Other non-interest income' declined primarily due to a $1.1 million reduction in realized reversals of loan repurchase obligations in 2024.

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During 2024 the Company completed two mergers resulting in a bargain purchase gain of $2.1 million. The increase in net gains from securities transactions is primarily due to securities sold in 2023 at losses to restructure the portfolio into higher yielding investments and other assets which did not recur in 2024.

Non-Interest Expense

The following table provides a comparison of the major components of non-interest expense for the years ended December 31, 2024, 2023, and 2022.

Non-Interest Expense

For the Year Ended December 31,

2024 vs. 20232023 vs. 2022
(Dollars in thousands)202420232022Change%Change%
Salaries and employee benefits$72,786$64,384$62,006$8,40213.0%$2,3783.8%
Net occupancy and equipment14,37112,32512,2232,04616.6%1020.8%
Data processing20,00417,43315,8832,57114.7%1,5509.8%
Professional fees6,5035,7544,95174913.0%80316.2%
Advertising and business development5,3665,4255,042(59)(1.1)%3837.6%
Telecommunications2,5011,9631,91653827.4%472.5%
FDIC insurance2,4832,1951,14028813.1%1,05592.5%
Courier and postage2,5992,0461,88155327.0%1658.8%
Free nationwide ATM expense2,1272,0732,103542.6%(30)(1.4)%
Amortization of core deposit intangibles4,2893,3744,04291527.1%(668)(16.5)%
Loan expense6015408286111.3%(288)(34.8)%
Other real estate owned and repossessed assets, net(7,525)617247(8,142)(1319.6)%370149.8%
Other13,59117,17515,524(3,584)(20.9)%1,65110.6%
Subtotal139,696135,304127,7864,3923.2%7,5185.9%
Merger expenses4,4612975944,1641402.0%(297)(50.0)%
Total non-interest expense$144,157$135,601$128,380$8,5566.3%$7,2215.6%

Year ended December 31, 2024, compared with year ended December 31, 2023

The increase in non-interest expense was primarily due to increases in salaries and employee benefits of $8.4 million, data processing expense of $2.6 million, net occupancy and equipment expense of $2.0 million, offset by a decrease in Other real estate owned of $8.1 million and Other expenses of $3.6 million. These items and other changes in the various components of non-interest expense are discussed in more detail below.

Salaries and employee benefits: There was a $8.4 million increase in salaries and benefits for the year ended December 31, 2024, as compared to the year ended December 31, 2023. Salaries and wages increased by $5.3 million which includes a $2.1 million related to additional staff from merger activity for the year ended December 31, 2024, as compared to the year ended December 31, 2023. Additionally, for the year ended December 31, 2024, there was an increase in incentives compensation of $2.2 million. Included in salaries and employee benefits is share-based compensation expense of $3.5 million for the year ended December 31, 2024, and $2.5 million for the year ended December 31, 2023.

Data processing: The $2.6 million increase was principally due to increased software license expenses of $2.7 million.

Net occupancy and equipment: The $2.0 million increase was primarily due to the additional expense of $840 thousand related to properties acquired through merger activity.

Professional fees: The increase of $749 thousand was principally due to an increase in attorney fees of $432 thousand and a increase in accounting fees of $385 thousand.

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Other real-estate owned: During the year, the Company realized a gain on disposition of repossessed assets of $8.5 million which drives the annual change. Excluding this gain, other real estate expense would have been $975 thousand, an increase of $358 thousand.

Other: Other non-interest expenses consists of subscriptions, memberships and dues, employee expenses including travel, meals, entertainment and education, supplies, printing, insurance, account related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets, losses net of gains on the sale of repossessed assets other than real estate, other operating expenses, such as settlement of claims, limited partnership tax credits and provision for unfunded commitments. There was a $3.6 million decrease in other non-interest expense for the year ended December 31, 2024, as compared to the year ended December 31, 2023. This decrease was primarily due to a reduction of $3.6 million in write-offs of tax credit investments.

Merger expenses: Merger expenses of $4.5 million include legal, advisory and accounting fees associated with services to facilitate the acquisition of two banks in 2024. Merger expenses also include data processing conversion costs and costs associated with the integration of personnel, processes, facilities and employee bonuses. During 2023, the Company incurred merger expenses of $297 thousand related to the Rockhold BanCorp acquisition.

Efficiency Ratio

The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of our performance and is not defined under GAAP. Our efficiency ratio is computed by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on sales of and settlement of securities and gain on acquisition. Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources. The ratio defined under GAAP that is most comparable to the efficiency ratio is non-interest expense to net interest income plus non-interest income which is discussed in “Results of Operations – Non-GAAP Financial Measures.”

The Company’s efficiency ratio improved in 2024 as compared to 2023 due to the increase in net interest income excluding the net gain on securities transactions and gain on acquisition outpacing the change in non-interest expense, excluding goodwill impairment and merger expenses, as discussed in “Results of Operations – Net Interest Income and Net Interest Margin Analysis” and “Results of Operations – Non-Interest Income.”

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income, the amount of non-deductible expenses and available tax credits.

Year ended December 31, 2024, compared with year ended December 31, 2023

The effective income tax rate for the year ended December 31, 2024, was 20.0% as compared to the U.S. statutory rate of 21.0%. The effective income tax rate for the year ended December 31, 2023, was (223.9)% as compared to the U.S. statutory rate of 21.0% as a result of tax planning benefits and credits amplified by a reduction in pre-tax book income for the year due to the pre-tax losses related to the sale of bonds. As detailed in “NOTE 13 – INCOME TAXES” in the Notes to Consolidated Financial Statements, the income tax rates differed from the U.S. statutory rates primarily due to non-taxable income, non-deductible expenses, and tax credits. The Company made investments in solar tax credits during the years ended December 31, 2024 and December 31, 2023 which had a material impact on the effective income tax rate for each period. Additionally, the Company recognized tax gains and related penalties on the surrender of Bank Owned Life Insurance (“BOLI”) for the year ended December 31, 2024.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities and are computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position will be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is more likely than not to be realized on examination. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There were no material amounts to report for interest or penalties incurred in 2024, 2023, or 2022.

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Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this annual report 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 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.

Financial Condition

Overview

Our total assets increased $297.5 million, or 5.91%, from $5.03 billion at December 31, 2023, to $5.33 billion at December 31, 2024. The increase in total assets was primarily from increases in loans, net of allowance for credit losses of $168.2 million, available for sale securities of $84.8 million and cash and due from banks of $20.2 million, partially offset by a decrease in federal funds sold of $15.6 million. Our total liabilities increased $157.4 million, or 3.44%, from $4.58 billion at December 31, 2023, to $4.74 billion at December 31, 2024. The increase in total liabilities was from an increase in total deposits of $229.3 million, an increase in FHLB advances of $78.1 million, partially offset by a decrease in Federal Reserve Bank borrowings of $140.0 million. Our total stockholders’ equity increased $140.1 million, or 30.9%, from $452.9 million at December 31, 2023 to $592.9 million at December 31, 2024. The increase in stockholders equity was primarily driven by the increase in common stock of $86.9 million from the private placement stock offering, as well as net income of $62.6 million, partially offset by treasury stock repurchase of $11.9 million and dividends paid of $7.9 million for the year ended December 31, 2024.

Loan Portfolio

Our loan portfolio consists of various types of loans, most of which are made to borrowers located in the Wichita, Kansas City and Tulsa MSAs, as well as various community markets throughout Arkansas, Kansas, Missouri and Oklahoma. Although the portfolio is diversified and generally secured by various types of collateral, the majority of our loan portfolio consists of commercial and industrial and commercial real estate loans and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economic conditions in Arkansas, Kansas, Missouri and Oklahoma.

At December 31, 2024, gross total loans were 80.0% of deposits and 65.7% of total assets. At December 31, 2023, gross total loans were 80.4% of deposits and 66.2% of total assets.

The organic, or non-acquired, growth in our loan portfolio is attributable to our ability to attract new customers from other financial institutions and overall growth in our markets. Our lending staff has been successful in building banking relationships with new customers. New lenders have been hired in our markets and these employees have been successful in transitioning their former clients and attracting new clients. Lending activities originate from the efforts of our lenders with an emphasis on lending to individuals, professionals, small to medium-sized businesses and commercial companies located in the Wichita, Kansas City and Tulsa MSAs, as well as community markets in Arkansas, Kansas, Missouri and Oklahoma.

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The following table summarizes our loan portfolio by type of loan as of the dates indicated.

Composition of Loan Portfolio

December 31,
202420232022
AmountPercentAmountPercentAmountPercent
(Dollars in thousands)
Commercial and industrial$658,86518.8%$598,32717.9%$594,86318.0%
Real estate loans:
Commercial real estate1,830,51452.3%1,759,85552.8%1,721,26852.0%
Residential real estate566,76616.2%556,32816.7%570,55017.2%
Agricultural real estate267,2487.6%196,1145.9%199,1896.0%
Total real estate loans2,664,52876.1%2,512,29775.4%2,491,00775.2%
Agricultural87,3392.5%118,5873.6%120,0033.6%
Consumer90,0842.6%103,6903.1%105,6753.2%
Total loans held for investment$3,500,816100.0%$3,332,901100.0%$3,311,548100.0%
Total loans held for sale$513100.0%$476100.0%$349100.0%
Total loans held for investment (net of allowances)$3,457,549100.0%$3,289,381100.0%$3,265,701100.0%

Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, to provide working capital or meet other financing needs of the business.

Commercial real estate: Commercial real estate loans include all loans secured by nonfarm, nonresidential properties and multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.

Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences.

Agricultural real estate, Agricultural, Consumer and other: Agricultural real estate loans are loans related to farmland. Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. Consumer loans are generally secured by consumer assets but may be unsecured.

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2024, and December 31, 2023, are summarized in the following tables.

Loan Maturity and Sensitivity to Changes in Interest Rates

As of December 31, 2024
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$253,375$309,996$92,880$2,614$658,865
Real Estate:
Commercial real estate484,4501,019,023231,12295,9191,830,514
Residential real estate2,37511,344124,983428,064566,766
Agricultural real estate100,16993,43034,72038,929267,248
Total real estate586,9941,123,797390,825562,9122,664,528
Agricultural59,21321,3733,2703,48387,339
Consumer32,49845,35210,2342,00090,084
Total$932,080$1,500,518$497,209$571,009$3,500,816
Loans with a predetermined fixed interest rate$405,335$544,767$115,887$261,080$1,327,069
Loans with an adjustable/floating interest rate526,745955,751381,322309,9292,173,747
Total$932,080$1,500,518$497,209$571,009$3,500,816

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As of December 31, 2023
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$171,879$345,693$77,886$2,869$598,327
Real Estate:
Commercial real estate369,3111,063,226247,30080,0181,759,855
Residential real estate1,44710,091128,077416,713556,328
Agricultural real estate73,88284,80227,5599,871196,114
Total real estate444,6401,158,119402,936506,6022,512,297
Agricultural80,65930,9482,8514,129118,587
Consumer31,83250,77919,0772,002103,690
Total$729,010$1,585,539$502,750$515,602$3,332,901
Loans with a predetermined fixed interest rate$289,816$685,903$127,602$273,488$1,376,809
Loans with an adjustable/floating interest rate439,194899,636375,148242,1141,956,092
Total$729,010$1,585,539$502,750$515,602$3,332,901

Nonperforming Assets

The following table presents information regarding nonperforming assets at the dates indicated.

Nonperforming Assets

As of December 31,
202420232022
(Dollars in thousands)
Non-accrual loans$27,050$25,026$17,601
Accruing loans 90 or more days past due181279
OREO acquired through foreclosure, net2,632772600
Other repossessed assets4,81238047
Total nonperforming assets$34,675$26,457$18,248
Ratios:
Nonperforming assets to total assets0.65%0.53%0.37%
Nonperforming assets to total loans plus OREO0.99%0.79%0.55%

Nonperforming assets (“NPAs”) include loans on non-accrual status, accruing loans 90 or more days past due, restructured loans, other real estate acquired through foreclosure and other repossessed assets. Included in other repossessed assets is the gross collateral of a Main Street Lending loan valued at $4.7 million which the Company owns five percent of the collateral. The change in NPAs is due to the Main Street Lending of specific circumstances on specific borrower relationships and not considered indicative of broad declining credit quality as of the reporting date. NPAs and classified assets continue to be at historically low levels for the Company.

The nonperforming loans at December 31, 2024, consisted of 323 separate credits and 270 separate borrowers. We had four nonperforming loan relationships each with outstanding balances exceeding $1.0 million as of December 31, 2024. There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by lenders and we also monitor delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

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Regulatory Loan Classification

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. Loans are analyzed individually and classified based on credit risk. Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship. We use the following definitions for risk ratings:

Pass: Loans classified as pass include all loans that do not fall under one of the three following categories. These loans are considered unclassified.

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of our credit position at some future date. These loans are considered classified.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. These loans are considered classified.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. These loans are considered classified.

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. Potential problem loans are assigned a grade of special mention or substandard. At December 31, 2024, the Company had $35.4 million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $11.1 million at December 31, 2023.

For additional information about the risk category by class of loans see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements. At December 31, 2024, loans considered unclassified were 98.1% of total loans compared to 98.8% of total loans at December 31, 2023.

Risk Category of Loans by Class

As of December 31, 2024
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$626,519$32,346$658,865
Real estate:
Commercial real estate1,813,77816,7361,830,514
Residential real estate561,1985,568566,766
Agricultural real estate258,3538,895267,248
Total real estate2,633,32931,1992,664,528
Agricultural86,2011,13887,339
Consumer89,30078490,084
Total$3,435,349$65,467$3,500,816
As of December 31, 2023
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$586,629$11,698$598,327
Real estate:
Commercial real estate1,748,87810,9771,759,855
Residential real estate549,0147,314556,328
Agricultural real estate190,6595,455196,114
Total real estate2,488,55123,7462,512,297
Agricultural115,2843,303118,587
Consumer103,066624103,690
Total$3,293,530$39,371$3,332,901

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For additional information see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements.

In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and, as an important element, to consider when underwriting loans secured in part or in whole by real estate. The value of real estate collateral provides additional support to the borrower’s credit capacity.

With respect to potential problem loans, all monitored and under-performing loans are individually reviewed. If we determine that a loan has individually assessed credit loss, then we evaluate the borrower’s overall financial condition to determine the need, if any, for non-performing classification, possible write downs or appropriate additions to the allowance for credit losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.

Allowance for Credit Losses

Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our allowance policy.

In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans. For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

Analysis of allowance for credit losses: At December 31, 2024, the allowance for credit losses totaled $43.3 million, or 1.24% of total loans. At December 31, 2023, the allowance for credit losses totaled $43.5 million, or 1.31% of total loans.

The $253 thousand decrease in the allowance for credit losses was the result of net charge-offs of $3.8 million, a reduction in reserves on loans individually evaluated and the continued decline of realized loss rates relative to the full analysis cycle partially offset by an increase in loan balances, purchase accounting for two completed mergers in 2024 and an expansion in quantitative and qualitative reserve on the loan balances collectively evaluated. The allowance for credit losses calculation on loans collectively evaluated at December 31, 2024, totaled $38.4 million, or 1.1%, of the $3.5 billion in loans collectively evaluated, compared to an allowance for credit losses of $38.8 million, or 1.2%, of the $3.3 billion in loans collectively evaluated at December 31, 2023.

Net losses as a percentage of average loans was 0.11% for the twelve months ended December 31, 2024, as compared to 0.13% for the twelve months ended December 31, 2023, and 0.08% for the twelve months ended December 31, 2022.

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The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data.

Allowance for Credit Losses

(Dollars in thousands)

December 31, 2024Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$14,948$14,005$8,553$3,504$439$1,818$43,267
Total loans outstanding (1)1,830,514658,865566,766267,24887,33990,0843,500,816
Net charge-offs532,787139838093,799
Average loan balance (1)1,816,957635,881561,914227,34196,877100,9933,439,963
Non-accrual loan balance7,4587,7984,6705,75159278127,050
Loans to total loans outstanding52.3%18.8%16.2%7.6%2.5%2.6%100.0%
ACL to total loans0.8%2.1%1.5%1.3%0.5%2.0%1.2%
Net charge-offs to average loans%0.4%%%%0.8%0.1%
Non-accrual loans to total loans0.4%1.2%0.8%2.2%0.7%0.9%0.8%
ACL to non-accrual loans200.4%179.6%183.1%60.9%74.2%232.8%160.0%
December 31, 2023Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$13,476$17,954$7,784$1,718$995$1,593$43,520
Total loans outstanding (1)1,759,855598,327556,328196,114118,587103,6903,332,901
Net charge-offs(75)3,7001846(47)5584,200
Average loan balance (1)1,750,084580,451564,728201,326100,394106,5423,303,525
Non-accrual loan balance5,4475,0417,2514,2142,47060325,026
Loans to total loans outstanding52.8%18.0%16.7%5.9%3.6%3.1%100.0%
ACL to total loans0.8%3.0%1.4%0.9%0.8%1.5%1.3%
Net charge-offs to average loans%0.6%%%%0.5%0.1%
Non-accrual loans to total loans0.3%0.8%1.3%2.1%2.1%0.6%0.8%
ACL to non-accrual loans247.4%356.2%107.4%40.8%40.3%264.2%173.9%
December 31, 2022Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for loan losses$16,731$14,951$8,608$819$2,457$2,281$45,847
Total loans outstanding (1)1,721,268594,863570,550199,189120,003105,6753,311,548
Net charge-offs1,1935905627357422,643
Average loan balance (1)1,623,159583,295595,494201,295125,342102,1863,230,771
Non-accrual loan balance2,6895,8383,2062,0523,46834817,601
Loans to total loans outstanding52.0%18.0%17.2%6.0%3.6%3.2%100.0%
ACL to total loans1.0%2.5%1.5%0.4%2.0%2.2%1.4%
Net charge-offs to average loans0.1%0.1%%%%0.7%0.1%
Non-accrual loans to total loans0.2%1.0%0.6%1.0%2.9%0.3%0.5%
ACL to non-accrual loans622.2%256.1%268.5%39.9%70.8%655.5%260.5%

(1)
Excluding loans held for sale.

Management believes that the allowance for credit losses at December 31, 2024, is adequate to cover current expected losses in the loan portfolio as of such date. There can be no assurance, however, that we will not sustain losses in future periods that could be substantial in relation to the size of the allowance at December 31, 2024.

Securities

We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements. At December 31, 2024, securities represented 18.9% of total assets compared with 18.3% at December 31, 2023.

At the date of purchase, debt securities are classified into one of two categories, held-to-maturity or available-for-sale. We do not purchase securities for trading purposes. At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities are classified as held-to-maturity and carried at cost, adjusted for the amortization of premiums and the accretion of discounts, in the financial statements only if management has the positive intent and ability to hold those securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale and measured at fair value in the

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financial statements with unrealized gains and losses reported, net of deferred income tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in total interest and dividend income. Also included in total interest and dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka. These stock investments are stated at cost.

The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown.

Available-For-Sale Securities

December 31,
20242023
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
U.S. Government-sponsored entities$71,173$65,094$39,103$33,087
U.S. Treasury securities86,52386,56389,99989,256
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities624,228589,172560,674529,143
Private label residential mortgage-backed securities144,971124,664161,174137,841
Corporate61,94758,65256,72249,683
Small Business Administration loan pools6,5426,2668,0667,727
State and local subdivisions83,86874,04481,45872,911
Total available-for-sale securities$1,079,252$1,004,455$997,196$919,648

The following table summarizes the amortized cost and fair value by classification of held-to-maturity securities as of the dates shown.

Held-To-Maturity Securities

December 31,
20242023
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities$3,932$3,909$1,094$1,097
State and local subdivisions1,2851,3051,1151,153
Total held-to-maturity securities$5,217$5,214$2,209$2,250

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The following tables summarize the contractual maturity of debt securities and their weighted average yields as of December 31, 2024, and December 31, 2023. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. Available-for-sale securities are shown at fair value and held-to-maturity securities are shown at cost, adjusted for the amortization of premiums and the accretion of discounts.

December 31, 2024
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities$7,7974.68%$22,9114.45%$32,6231.85%$1,7632.02%$65,0943.11%
U.S. Treasury securities78,4003.67%8,1634.66%%%86,5633.76%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%71,0254.57%124,8992.57%393,2484.45%589,1724.06%
Private label residential mortgage-backed securities%%%124,6642.35%124,6642.35%
Corporate6004.25%11,2136.81%46,8394.75%%58,6525.14%
Small Business Administration loan pools%%4,3875.28%1,8792.19%6,2662.35%
State and political subdivisions(1)2,5932.37%10,4462.38%33,2562.11%27,7492.49%74,0442.31%
Total available-for-sale securities89,3903.72%123,7584.57%242,0042.88%549,3033.86%1,004,4553.70%
Held-to-maturity securities:
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%%3,0535.02%8794.96%3,9325.00%
State and political subdivisions(1)%%1723.02%1,1134.62%1,2854.40%
Total held-to-maturity securities%%3,2254.91%1,9924.77%5,2174.86%
Total debt securities$89,3903.72%$123,7584.57%$245,2292.91%$551,2953.86%$1,009,6723.70%

(1)
The calculated yield is not calculated on a tax equivalent basis.

December 31, 2023
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities$%$%$31,3371.65%$1,7502.02%$33,0871.67%
U.S. Treasury securities69,8435.39%19,4131.18%%%89,2564.47%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%40,9783.78%137,9292.62%350,2364.26%529,1433.80%
Private label residential mortgage-backed securities%%%137,8412.27%137,8412.27%
Corporate%8,0017.49%41,6824.63%%49,6835.09%
Small Business Administration loan pools%%5,5875.44%2,1402.08%7,7274.51%
State and political subdivisions(1)3,9632.09%6,1382.34%30,7892.00%32,0212.38%72,9112.20%
Total available-for-sale securities73,8065.21%74,5303.38%247,3242.82%523,9883.60%919,6483.51%
Held-to-maturity securities:
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%%%1,0944.93%1,0944.93%
State and political subdivisions(1)%%%1,1154.62%1,1154.62%
Total held-to-maturity securities%%%2,2094.77%2,2094.77%
Total debt securities$73,8065.21%$74,5303.38%$247,3242.82%$526,1973.61%$921,8573.51%

(1)
The calculated yield is not calculated on a tax equivalent basis.

Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae, Freddie Mac and non-agency private label providers. Unlike U.S. Treasury and U.S. Government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities. Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments. As such, mortgage-backed securities purchased at a premium will generally produce decreasing net yields as interest rates drop because homeowners tend to refinance their mortgages resulting in prepayments and an acceleration of premium amortization. Securities purchased at a discount will reflect higher net yields in a decreasing interest rate environment as prepayments result in an acceleration of discount accretion.

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The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time. Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives. At December 31, 2024, and 2023, 72.3% and 73.2% of the mortgage-backed securities held by us had contractual final maturities of more than ten years with a weighted average life of 5.1 years and 5.3 years and a modified duration of 4.2 years and 4.4 years.

Deposits

Our lending and investing activities are primarily funded by deposits. A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market and time deposits. We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy and personalized service to attract and retain these deposits. Overall, deposits have increased $229.3 million from December 31, 2023 to December 31, 2024 and deposits excluding brokered deposits have increased $104.2 million for the same time period. During 2024 there has been significant competition for deposits and continued pricing pressure which has caused deposit migration to higher earning deposit account types. In addition to competition, the overall increase in deposits is due to merger activity, offset by a general decrease in excess liquidity in the market due to the impacts of elevated inflation and the effects of monetary policy, in the form of higher interest rates, on both consumer and business customers.

The following table shows our composition of deposits at December 31, 2024, 2023, and 2022.

Composition of Deposits

December 31,
2024202320222024 vs. 20232023 vs. 2022
AmountPercent of TotalAmountPercent of TotalAmountPercent of TotalChange%Change%
(Dollars in thousands)
Non-interest-bearing demand$954,06521.8%$898,12921.7%$1,097,89925.9%$55,9366.2%$(199,770)(18.2)%
Interest-bearing demand1,172,57726.8%998,82224.1%1,061,26425.0%173,75517.4%(62,442)(5.9)%
Savings and money market1,511,62034.6%1,484,98535.8%1,268,32029.9%26,6351.8%216,66517.1%
Time736,52716.8%763,51918.4%814,32419.2%(26,992)(3.5)%(50,805)(6.2)%
Total deposits$4,374,789100.0%$4,145,455100.0%$4,241,807100.0%$229,3345.5%$(96,352)(2.3)%

The following tables show deposits acquired in 2024, as of the time of each acquisition.

Rockhold Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$97,59327.9%
Interest-bearing demand124,76035.7%
Savings and money market94,73127.1%
Time32,6939.3%
Total deposits$349,777100.0%
Kansasland Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$6,43915.2%
Interest-bearing demand5,01111.8%
Savings and money market14,31433.7%
Time16,65439.3%
Total deposits$42,418100.0%

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The following tables show deposits sold in 2022 branch dispositions, as of the time of such dispositions.

United Bank and Trust Branch Sale
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$15,81730.0%
Interest-bearing demand9,03917.2%
Savings and money market19,57637.1%
Time8,28215.7%
Total deposits$52,714100.0%
High Plains Bank Branch Sale
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$1,92510.1%
Interest-bearing demand3,66419.2%
Savings and money market7,30038.3%
Time6,16832.4%
Total deposits$19,057100.0%

The following table shows the average deposit balance and average rate paid on deposits for the year ended December 31, 2024, 2023, and 2022.

Average Deposit Balances and Average Rate Paid

December 31,
202420232022
Average BalanceAverage Rate PaidAverage BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing demand$931,860%$979,410%$1,203,167%
Interest-bearing demand1,028,1142.68%1,002,5432.26%1,124,8280.64%
Savings and money market1,425,0252.38%1,359,8221.73%1,308,5360.27%
Time770,7723.75%827,6522.93%663,7900.83%
Total deposits$4,155,771$4,169,427$4,300,321

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Included in interest-bearing demand deposits are Insured Cash Sweep (“ICS”) reciprocal demand deposit balances of $469.5 million at December 31, 2024, and $382.6 million at December 31, 2023, and $282.7 million at December 31, 2022. Also included in savings and money market deposits at December 31, 2024, 2023, and 2022, are ICS reciprocal money-market deposit balances of $100.6 million, $230.8 million, and $17.7 million. These balances represent customer funds placed in ICS that allow Equity Bank to break large demand and money-market deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit. These deposits are placed in ICS but are Equity Bank’s customer relationships that management views as core funding.

Included in time deposits are Certificate of Deposit Account Registry Service (“CDARS”) program balances of $35.4 million, $21.8 million, and $11.8 million at December 31, 2024, 2023, and 2022. CDARS allows Equity Bank to break large deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit. Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lesser of 20% of total liabilities or $5.0 billion and Equity Bank is well capitalized and well rated. All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.

Included in interest-bearing demand deposit are brokered deposit balances totaling $75.1 million, $1 thousand, $1 thousand at December 31, 2024, 2023 and 2022. Also included in time deposits are brokered deposit balances totaling $50.0 million, $200.0 million and $251.8 million at December 31, 2024, 2023, and 2022.

The following table provides information on the maturity distribution of time deposits of $250,000 or more as of December 31, 2024, and December 31, 2023.

December 31,
20242023
(Dollars in thousands)
3 months or less$69,637$65,449
Over 3 through 6 months200,04994,459
Over 6 through 12 months13,79918,082
Over 12 months52,08018,777
Total Time Deposits$335,565$196,767

Other Borrowed Funds

We utilize borrowings to supplement deposits to fund our lending and investing activities. Short-term borrowing and long-term borrowing consist of funds from the FHLB, Federal Reserve Bank, federal funds purchased and retail repurchase agreements, a bank stock loan and subordinated debt. The Company continually has short-term borrowings which are disclosed in “NOTE 10 – BORROWINGS” and “NOTE 11 – SUBORDINATED DEBT.”

Federal funds purchased and retail repurchase agreements: We have available federal funds lines of credit with our correspondent banks. Retail repurchase agreements outstanding represent the purchase of interests in securities by banking customers. Retail repurchase agreements are stated at the amount of cash received in connection with the transaction. We do not account for any of our retail repurchase agreements as sales for accounting purposes in our financial statements. Retail repurchase agreements with banking customers are settled on the following business day. See “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

FHLB advances: FHLB advances include both draws against our line of credit and fixed rate term advances. Each term advance is payable in full at its maturity date and contains a provision for prepayment penalties. Our FHLB borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements. See “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

Federal Reserve Bank: Federal Reserve Bank Term Funding Program borrowings are fixed rate term loans, secured by loans and qualifying pledged securities. Our Federal Reserve Bank borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements. see “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements.

Bank stock loan: The Company maintains a borrowing facility through an unaffiliated financial institution. The terms of the loan require us and Equity Bank to maintain minimum capital ratios and other covenants. The loan and accrued interest may be prepaid at any time without penalty. In the event of default, the lender has the option to declare all outstanding balances as immediately due. For detailed information, see “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements.

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Subordinated debentures: In conjunction with the 2012 acquisition of First Community, we assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by us, FCB Capital Trust II and FCB Capital Trust III, (“CTII” and “CTIII,” respectively). In conjunction with the 2016 acquisition of Community First Bancshares, Inc., we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, Community First (AR) Statutory Trust I, (“CFSTI”). In conjunction with the 2021 acquisition of ASBI, we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, American State Bank Statutory Trust I, (“ASBSTI”). For additional information, see “NOTE 11 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Subordinated notes: In 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold a total of $75.0 million in aggregate principal amounts of its 7.00% Fixed-to-Floating Rate Subordinated Notes due in 2030. For additional information, see “NOTE 11 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

Liquidity

Market and public confidence in our financial strength and financial institutions, in general, will largely determine access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.

Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure our liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily, weekly and monthly basis.

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations and unexpected deposit outflows. In this process, we focus on both assets and liabilities and on the manner in which they combine to provide adequate liquidity to meet our needs.

During the years ended December 31, 2024, 2023, and 2022, our liquidity needs have primarily been met by core deposits, securities and loan maturities, as well as amortizing payment from investment securities and loans. Other funding sources include federal funds purchased, retail repurchase agreements, brokered certificates of deposit, subordinated notes, borrowings from the FHLB and from the Federal Reserve Bank.

Our largest sources of funds are deposits, fed funds sold, retail repurchase agreements and subordinated debt, and our largest uses of funds are the origination of loans or purchases of loans or investment securities. Average loans were $3.44 billion for the year ended December 31, 2024, an increase of 4.2% over average loans of $3.30 billion for the year ended December 31, 2023. Excess deposits are primarily invested in our interest-bearing deposit account with the Federal Reserve Bank of Kansas City, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth. Our investment securities portfolio has a weighted average life of 4.8 years and a modified duration of 4.0 years at December 31, 2024. We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, our core deposit base, FHLB advances, Federal Reserve Bank and other borrowing relationships. For additional information, see "NOTE 10 - BORROWINGS" in the Notes to Consolidated Financial Statements.

Cash Flow Overview

During 2024, investing activities provided $123.7 million and operating activities provided $73.8 million of liquidity, which were offset by financing activities use of $192.9 million, ultimately increasing total cash and cash equivalents by $4.6 million. The cash provided by investing activities was primarily driven by the sale and maturity of securities of $288.6 million which was partially offset by the purchase of securities of $187.1 million, the assets acquired net of cash received from mergers of $62.2 million, the gain on the sale of real estate owned and other repossessed assets of $10.3 million, the other uses of cash from investing activity included $49.1 million from the purchase of loans, the net change in bank owned life insurance of $3.2 million and the purchase of premises and equipment of $8.5 million and the $5.9 million net redemption of FHLB and Federal Reserve Bank stock. The cash provided by financing activities was driven mostly by increases in proceeds from the issuance of common stock of $87.0 million and net change in FHLB term and overnight borrowings of $72.0 million. The cash usage from financing activity was driven by a decreases in deposits of $163.0 million excluding the additions from mergers, the net principle repayment of the Federal Reserve Bank borrowings of

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$140.0 million, the change in contractual obligations of $15.7 million, purchases of treasury stock of $11.9 million and dividends paid of $7.9 million.

During 2023, investing activities provided $232.2 million and operating activities provided $76.5 million of liquidity, which were offset by financing activities use of $34.0 million, ultimately increasing total cash and cash equivalents by $274.7 million. The cash provided by investing activities was driven by the sale and maturity of securities of $789.4 million and primarily offset by the purchase of securities of $510.5 million, the net change in loans of $23.7 million, the purchase of premises and equipment of $15.6 million and the purchase of correspondent and miscellaneous stock of $11.9 million. The cash usage in financing activities was driven primarily by decreases in deposits of $96.4 million, FHLB term and LOC advances of $38.9 million, the purchases of treasury stock of $17.9 million, change in contractual obligations of $12.3 million and dividends paid of $6.6 million offset by an increase in Federal Reserve Bank borrowings of $140.0 million.

For information related to cash flow during 2022, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 9, 2023.

Off-Balance Sheet Items

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in 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 standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amounts of these commitments. The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.

Standby and Performance Letters of Credit: For additional information see “NOTE 20 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Commitments to Extend Credit: For additional information see “NOTE 20 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Future Debt Repayments

In the normal course of business, we enter into short-term and long-term debt obligations resulting in commitments to make future payments. For additional information see “NOTE 10 – BORROWINGS” and “NOTE 11 – SUBORDINATED DEBT.”

Capital Resources

Capital management consists of providing equity to support our current and future operations. The bank regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets that they hold. As a bank holding company and a state-chartered Fed member bank, the Company and Equity Bank are subject to regulatory capital requirements.

Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes, as of December 31, 2024, and December 31, 2023, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver. As of December 31, 2024, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank must maintain minimum total capital, Tier 1 capital, Common Equity Tier 1 capital and Tier 1 leverage ratios. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

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The total increase in stockholders’ equity of $140.1 million was principally attributable to increases in additional paid-in-capital of $95.2 million and retained earnings of $53.9 million, partially offset by a increase in treasury stock of $11.9 million. For additional information about the Company’s capital see "NOTE 12 – STOCKHOLDERS' EQUITY", “NOTE 14 – REGULATORY MATTERS” and "NOTE 17 – SHARE-BASED PAYMENTS" in Notes to Consolidated Financial Statements.

Non-GAAP Financial Measures

We identify certain financial measures discussed in this Annual Report on Form 10-K as being “non-GAAP financial measures.” In accordance with the SEC’s rules, 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 generally accepted accounting principles as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this 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 companies 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 that we have discussed in this Annual Report on Form 10-K when comparing such non-GAAP financial measures.

Tangible Book Value per Common Share and Tangible Book Value Per Diluted Common Share: Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization, and naming rights, net of accumulated amortization; (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and (c) tangible book value per diluted common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding plus the period-end dilutive effects of vested restricted stock units, the assumed exercise of stock options, redemption of non-vested restricted stock units, and pending employee stock purchase plan shares at period end. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.

Management believes that these measures are important to many investors who are interested in changes from period to period in book value per common 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.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share and tangible book value per diluted common share and compares these values with book value per common share.

December 31,
20242023202220212020
(Dollars in thousands, except share data)
Total stockholders’ equity$592,918$452,860$410,058$500,631$407,649
Goodwill(53,101)(53,101)(53,101)(54,465)(31,601)
Core deposit intangibles, net(14,969)(7,222)(10,596)(14,879)(16,057)
Mortgage servicing asset, net(75)(176)(276)
Naming rights, net(957)(1,000)(1,044)(1,087)(1,130)
Tangible common equity$523,891$391,462$345,141$429,924$358,861
Common shares outstanding at period end17,419,85815,428,25115,930,11216,760,11514,540,556
Diluted common shares outstanding at period end17,636,84315,629,18516,163,25317,050,11514,540,556
Book value per common share$34.04$29.35$25.74$29.87$28.04
Tangible book value per common share$30.07$25.37$21.67$25.65$24.68
Tangible book value per diluted common share$29.70$25.05$21.35$25.22$24.68

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Tangible Common Equity to Tangible Assets: Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; (b) tangible assets as total assets less goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

Management believes 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 total assets while not increasing tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets.

December 31,
20242023202220212020
(Dollars in thousands)
Total stockholders’ equity$592,918$452,860$410,058$500,631$407,649
Goodwill(53,101)(53,101)(53,101)(54,465)(31,601)
Core deposit intangibles, net(14,969)(7,222)(10,596)(14,879)(16,057)
Mortgage servicing asset, net(75)(176)(276)
Naming rights, net(957)(1,000)(1,044)(1,087)(1,130)
Tangible common equity$523,891$391,462$345,141$429,924$358,861
Total assets$5,332,047$5,034,592$4,981,651$5,137,631$4,013,356
Goodwill(53,101)(53,101)(53,101)(54,465)(31,601)
Core deposit intangibles, net(14,969)(7,222)(10,596)(14,879)(16,057)
Mortgage servicing asset, net(75)(176)(276)
Naming rights, net(957)(1,000)(1,044)(1,087)(1,130)
Tangible assets$5,263,020$4,973,194$4,916,734$5,066,924$3,964,568
Equity / assets11.12%8.99%8.23%9.74%10.16%
Tangible common equity to tangible assets9.95%7.87%7.02%8.48%9.05%

Core Return on Average Equity: Core return on average equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) core net income allocable to common stockholders as net income allocable to common stockholders less net gain on acquisition, less gain(loss) on securities transactions, plus loss on debt extinguishment, plus merger expenses, plus BOLI tax expense, plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on adjustments (tax rates used in this calculation were 21% for 2024, 2023, 2022, 2021 and 2020) (c) core return on average equity as core net income allocable to common stockholders (as described in clause (b)) divided by a simple average of net income and core net income plus average stockholders' equity. For return on average equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Return on Average Tangible Common Equity: Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) core net income allocable to common stockholders as net income allocable to common stockholders plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on amortization of intangible assets (tax rates used in this calculation were 21% for 2024, 2023, 2022, 2021 and 2020) (c) return on average tangible common equity as core net income allocable to common stockholders (as described in clause (b)) divided by average tangible common equity (as described in clause (a)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Management believes that this measure is important to many investors in the marketplace because it measures the return on equity, exclusive of the effects of intangible assets on earnings and capital. Goodwill and other intangible assets have the effect of

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increasing average stockholders’ equity and, through amortization, decreasing net income allocable to common stockholders while not increasing average tangible common equity or decreasing core net income allocable to common stockholders.

The following table reconciles, as of the dates set forth below, total average stockholders’ equity to average equity and net income allocable to common stockholders to core net income allocable to common stockholders.

December 31,
20242023202220212020
(Dollars in thousands)
Total average stockholders’ equity$482,974$423,722$440,882$446,795$464,608
Average intangible assets(68,190)(63,064)(67,746)(50,831)(130,329)
Average tangible common equity$414,784$360,658$373,136$395,964$334,279
Net income (loss) allocable to common stockholders$62,621$7,821$57,688$52,480$(74,970)
Amortization of intangible assets4,4083,5184,1864,2423,898
Goodwill impairment, net of actual tax effect99,526
Tax effect of adjustments(926)(739)(879)(891)(819)
Adjusted net income (loss) allocable to common stockholders$66,103$10,600$60,995$55,831$27,635
Net gain on acquisition(2,131)(962)(585)(2,145)
Net (gain) loss on securities transactions(220)51,909(5)(406)(11)
Loss on extinguishment of debt372
Merger expenses4,4612975949,189299
BOLI tax expense1,730
Tax effect of adjustments(443)(10,963)78(1,800)390
Core net income (loss) allocable to common stockholders$69,500$51,843$60,700$62,601$26,168
Return on average equity (ROAE)12.97%1.85%13.08%11.75%(16.14)%
Core return on average equity14.29%11.63%13.72%13.85%1.87%
Return on average tangible common equity (ROATCE)15.94%2.94%16.35%14.10%8.27%

Core income calculations: Core income calculations are a non-GAAP measure that management believes is an effective alternative measure of how efficiently the company utilizes its asset base. Core income is calculated by adjusting GAAP income by non-core gains and losses and excluding non-core expenses, net of tax, as outlined in the table below. We calculate (a) core net income (loss) allocable to common stockholders plus merger expenses, tax effected non-core items, goodwill impairment and BOLI tax adjustment, less gain (loss) from securities transactions; (b) adjusted operating net income as net income (loss) allocable to common stockholders plus adjusted non-core items, tax effected non-core items and BOLI tax adjustments.

Core Net Income and Earnings Per Share: Core net income and Core earnings per share are non-GAAP financial measures generally used to disclose core net income from the Company's operations and earnings per share. We calculated this by taking GAAP net income less non-core impacts to net income to arrive at core net income and core diluted earnings per share. These financial measures are used by financial statement users to evaluate the core financial performance of the Company.

Management believes that these measures are important to many investors who are interested in changes from period to period in the Company's financial performance and quality of earnings.

The following table reconciles as of the dates set forth below, core net income and earnings per share and compares them to GAAP net income and earnings per share.

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December 31,
20242023202220212020
(Dollars in thousands, except per share data)
Net income (loss) allocable to common stockholders$62,621$7,821$57,688$52,480$(74,970)
Core net income (loss) allocable to common stockholders$69,500$51,843$60,700$62,601$9,459
Total average assets$5,075,939$4,999,405$5,023,112$4,431,802$3,999,709
Total average stockholders' equity$482,974$423,722$440,884$446,795$464,608
Weighted average common shares outstanding15,489,37015,535,77216,214,04915,019,22115,098,512
Weighted average diluted common shares15,671,67415,648,84216,437,90615,306,43115,238,499
Earnings Per Share$4.04$0.50$3.56$3.49$(4.97)
Diluted earnings (loss) per share$4.00$0.50$3.51$3.43$(4.97)
Core earnings per diluted share$4.43$3.31$3.69$4.09$0.62
Return on average assets (ROAA) annualized1.23%0.16%1.15%1.18%(1.87)%
Core return on average assets1.37%1.03%1.21%1.41%0.23%
Return on average equity12.97%1.85%13.08%11.75%(16.14)%

Efficiency Ratio: The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate the efficiency ratio by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition. The GAAP-based efficiency ratio is non-interest expense less goodwill impairment, divided by net interest income plus non-interest income.

In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses, loss on debt extinguishment, net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition.

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The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio.

December 31,
20242023202220212020
(Dollars in thousands)
Non-interest expense$144,157$135,601$128,380$119,465$208,990
Goodwill impairment(104,831)
Merger expenses(4,461)(297)(594)(9,189)(299)
Loss on debt extinguishment(372)
Non-interest expense, excluding merger expenses and loss on debt extinguishment$139,696$135,304$127,786$109,904$103,860
Amortization of intangibles$(4,408)$(3,518)$(4,186)$(4,242)$(3,898)
Core Non-interest expense, excluding merger expenses, amortization of intangibles and loss on debt extinguishment$135,288$131,786$123,600$105,662$99,962
Net interest income$186,162$159,018$162,830$142,579$132,652
Non-interest income$38,822$(19,129)$35,957$32,842$26,023
Gain on acquisition and branch sales(2,131)(962)(585)(2,145)
Net (gains) losses from securities transactions(220)51,909(5)(406)(11)
Non-interest income, excluding net gains (losses) from security transactions and gain on acquisition$36,471$32,780$34,990$31,851$23,867
Non-interest expense to net interest income plus non-interest income64.07%96.93%64.58%68.10%65.64%
Efficiency Ratio60.77%68.71%62.48%60.58%63.87%
Total average assets$5,075,939$4,999,405$5,023,112$4,431,802$3,999,709
Core non-interest expense, less goodwill impairment / Average assets2.67%2.64%2.46%2.38%2.50%

FY 2023 10-K MD&A

SEC filing source: 0000950170-24-028081.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-07. Report date: 2023-12-31.

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 our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A – Risk Factors” included in Item 1A of this Annual Report on Form 10-K. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

This discussion and analysis of our financial condition and results of operation includes the following sections:


Table containing selected financial data and ratios for the periods;


Overview;


Critical Accounting Policies – a discussion of accounting policies that require critical estimates and assumptions;


Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;


Financial Condition – an analysis of our financial position;


Liquidity and Capital Resources – an analysis of our cash flows and capital position; and


Non-GAAP Financial Measures – reconciliation of non-GAAP measures.

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Years Ended December 31,
(Dollars in thousands, except per share data)20232022202120202019
Statement of Income Data
Interest and dividend income$246,712$188,248$157,368$155,561$175,499
Interest expense87,69425,41814,78922,90949,641
Net interest income159,018162,830142,579132,652125,858
Provision (reversal) for credit losses1,873125(8,480)24,25518,354
Net gain on acquisition-9625852,145
Net gain (loss) from securities transactions(51,909)54061114
Other non-interest income32,78034,99031,85123,86724,974
Merger expense2975949,189299915
Goodwill impairment104,831
Loss on extinguishment of debt372
Other non-interest expense135,304127,786109,904103,86098,720
Income (loss) before income taxes2,41570,28264,436(74,570)32,857
Provision for income taxes(5,406)12,59411,9564007,278
Net income (loss)7,82157,68852,480(74,970)25,579
Net income (loss) allocable to common stockholders7,82157,68852,480(74,970)25,579
Basic earnings (loss) per share0.503.563.49(4.97)1.64
Diluted earnings (loss) per share0.503.513.43(4.97)1.61
Balance Sheet Data (at period end)
Cash and cash equivalents$379,099$104,428$259,954$280,698$89,291
Securities available-for-sale919,6481,184,3901,327,442871,827142,067
Securities held-to-maturity2,2091,948769,059
Loans held for sale4763494,21412,3945,933
Gross loans held for investment3,332,9013,311,5483,155,6272,591,6962,556,652
Allowance for credit losses43,52045,84748,36533,70912,232
Loans held for investment, net of allowance for credit losses3,289,3813,265,7013,107,2622,557,9872,544,420
Goodwill and core deposit intangibles, net60,32363,69769,34447,658156,339
Mortgage servicing asset, net751762765
Naming rights, net1,0001,0441,0871,1301,174
Total assets5,034,5924,981,6515,137,6314,013,3563,949,578
Total deposits4,145,4554,241,8074,420,0043,447,5903,063,516
Borrowings380,503281,734151,891133,857383,632
Total liabilities4,581,7324,571,5934,637,0003,605,7073,471,518
Total stockholders’ equity452,860410,058500,631407,649478,060
Tangible common equity*391,462345,141429,924358,861320,542
Performance ratios
Return on average assets (ROAA)0.16%1.15%1.18%(1.87)%0.64%
Return on average equity (ROAE)1.85%13.08%11.75%(16.14)%5.52%
Return on average tangible common equity (ROATCE)*2.94%16.35%14.10%8.27%9.22%
Yield on loans6.39%4.98%4.77%5.00%5.73%
Cost of interest-bearing deposits2.21%0.53%0.30%0.66%1.53%
Net interest margin3.46%3.51%3.44%3.63%3.48%
Efficiency ratio*70.55%64.60%63.01%66.36%65.45%
Non-interest income / average assets-0.38%0.72%0.74%0.65%0.63%
Non-interest expense / average assets2.71%2.56%2.70%5.23%2.50%
Dividend payout ratio88.35%10.26%4.84%0.00%0.00%
Capital Ratios
Tier 1 Leverage Ratio9.46%9.61%9.09%9.30%9.02%
Common Equity Tier 1 Capital Ratio11.74%12.26%12.03%12.82%11.63%
Tier 1 Risk Based Capital Ratio12.36%12.88%12.67%13.37%12.15%
Total Risk Based Capital Ratio15.48%16.08%15.96%17.35%12.59%
Equity / Assets8.99%8.23%9.74%10.16%12.10%
Book value per share$29.35$25.74$29.87$28.04$30.95
Tangible book value per share*$25.37$21.67$25.65$24.68$20.75
Tangible common equity to tangible assets*7.87%7.02%8.48%9.05%8.45%

* Indicates non-GAAP financial measure. Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for reconciliation to the most directly comparable GAAP measure.

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Overview

We are a financial holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 64 full-service branches located in Arkansas, Kansas, Missouri and Oklahoma. As of December 31, 2023, we had, on a consolidated basis, total assets of $5.03 billion, total deposits of $4.15 billion, total loans held for investment, net of allowances, of $3.29 billion and total stockholders’ equity of $452.9 million. Net income for the year ended December 31, 2023, was $7.8 million, compared to net income of $57.7 million for the year ended December 31, 2022.

History and Background

From 2003 through 2023, we completed a series of twenty acquisitions, two charter consolidations and two branch dispositions. We seek to integrate the banks we acquire into our existing operational platform and enhance stockholder value through the creation of efficiencies within the combined operations. In conjunction with our strategic acquisition growth, we strive to reposition and improve the loan portfolio and deposit mix of the banks we acquire. Following our acquisitions, we focus on identifying and disposing of problematic loans and replacing them with higher quality loans generated organically. In addition, we concentrate on growth in our commercial loan portfolio, which we believe generally offers higher return opportunities than our consumer loan portfolio, primarily by hiring additional talented bankers, particularly in our metropolitan markets, and incentivizing our bankers to expand their commercial banking relationships. We also seek to increase our most attractive deposit accounts primarily by growing deposits in our community markets and cross selling our depository products to our loan customers.

Our principal objective is to continually increase stockholder value and generate consistent earnings growth by expanding our commercial banking franchise both organically and through strategic acquisitions. We believe our strategy of selectively acquiring and integrating community banks has provided us with economies of scale and improved our overall franchise efficiency. We expect to continue to pursue strategic acquisitions and believe our targeted market areas present us with many and varied acquisition opportunities. We are also focused on continuing to grow organically and believe the markets in which we operate currently provide meaningful opportunities to expand our commercial customer base and increase our current market share. We believe our geographic footprint, which is strategically split between growing metropolitan markets, such as Kansas City, Tulsa and Wichita, and stable community markets within Western Kansas, Western Missouri, Topeka, Northern Arkansas and Northern Oklahoma, provides us with access to low cost stable core deposits in community markets that we can use to fund commercial loan growth in our metropolitan markets. We strive to provide an enhanced banking experience for our customers by providing them with a comprehensive suite of sophisticated banking products and services tailored to meet their needs, while delivering the high-quality relationship-based customer service of a community bank.

Highlights for the Year Ended December 31, 2023


Net income of $7.8 million, or $0.50 diluted earnings per share, for the year ended December 31, 2023. Adjusted to exclude the loss on re-positioning of the investment portfolio, net income was $48.9 million, or $3.13 diluted earnings per share.


Dividends declared of $6.9 million, or $0.44 per share, for the year ended December 31, 2023, compared to $5.4 million, or $0.36 per share, for the year ended December 31, 2022, an increase of 22.0%


Total loans held for investment increased to $3.33 billion at December 31, 2023, compared to $3.31 billion at December 31, 2022.


Announced the 10th whole-bank acquisition since the Company's initial public offering, with our merger with Rockhold BanCorp. The transaction was announced on December 6, 2023, and closed on February 9, 2024, adding approximately $340 million in deposits, eight banking locations and a new territory to the Equity Bank footprint.


Successfully reduced classified assets as a percentage of regulatory capital from 9.98% at the end of 2022 to 7.09% at the end of 2023. Current problem asset ratios are amongst the lowest the Company has seen in its history.

Critical Accounting Policies

The preparation of our financial statements in accordance with GAAP requires management to make a number of judgments and assumptions that affect our reported results and disclosures. Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results. Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements. Our

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accounting policies are described in “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

The accounting policies that management believes are the most critical to an understanding of our financial condition and results of operations and require complex management judgment are described below.

Allowance for Credit Losses: The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date; however, determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. The actual realized facts and circumstances may be different than those currently estimated by management and may result in significant changes in the allowance for credit losses in future periods. The allowance for credit losses for loans, as reported in our consolidated balance sheets, is adjusted by provision for credit losses, which is recognized in earnings and is reduced by the charge-off amounts, net of recoveries.

The Company utilizes primarily two methods for estimating the allowance for credit losses and the method used depends on the status of the underlying loans. Non-performing loans primarily utilize a collateral specific fair value impairment method and performing loans primarily utilize a historical loss method. The performing loan method utilizes a probability of default (PD) and loss given default (LGD) modeling approach for historical loss coupled with a macroeconomic factor analysis derived from a statistical regression of loss experience correlated to changes in economic factors for all commercial banks operating within our geographical footprint. The macroeconomic regression is based on a multivariate approach and includes key indicators that provide the highest cumulative adjusted R-square figure. Economic factors include, but are not limited to, national unemployment, gross domestic product, market interest rates and property pricing indices. To arrive at the most predictive calculation, a lag factor was applied to these inputs, resulting in current and historic economic inputs driving the projection of loss over our reasonable and supportable forecast period, which management has defined as 12 months for all portfolio segments. Following the reasonable and supportable forecast period, loss experience immediately reverts to the current historical loss experience of the Company. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon quarterly trend assessments in projected economic sentiment, portfolio concentrations, policy exceptions, personnel retention, independent loan review results, collateral considerations, risk ratings and competition. The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors. The resultant loss rates are applied to the estimated future exposure at default (EAD), as determined based on contractual amortization terms through an average default month and estimated prepayment experience in arriving at the quantitative reserve within our allowance for credit losses.

The allowance represents management’s best estimate, but significant changes in circumstances relating to loan quality and economic conditions could result in significantly different results than what is reflected in the consolidated balance sheet as of December 31, 2023. Likewise, an improvement in loan quality or economic conditions may allow for a further reduction in the required allowance. Changing credit conditions would be expected to impact realized losses driving variability in specifically assessed allowances, as well as calculated quantitative and more subjectively analyzed qualitative factors. Depending on the volatility in these conditions, material impacts could be realized within the Company’s operations. Likewise, changing economic conditions, both positive and negative, to the extent significant could result in unexpected realization of provision or reversal of allowance for credit losses due to its impact on the quantitative and qualitative inputs to the Company’s calculation. Under the CECL methodology, the impact of these conditions has the potential to further exacerbate periodic differences due to its life of loan perspective. The life of loans calculated under the methodology is based in contractual duration and modified for prepayment expectations, making significant variation in periodic results possible due to changing contractual or adjusted duration of the assets within the calculation.

Goodwill: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified. Goodwill will be assessed more frequently if a triggering event occurs which indicates that the carrying value of the asset might be impaired. We have selected December 31 as the date to perform our annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life. For the year ended December

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31, 2023, management performed a qualitative analysis and has determined that there was not evidence of a triggering event during the period then ended. Our qualitative analysis process consists of using recent bank merger transactions, for companies that are similar to the Company based on financial performance, to calculate the average change in control premium from the merger data. The average change in control premium, number of shares and our current trading price is used to estimate the market value of our equity, which is compared to our book value of equity. In addition to estimating equity market value, we evaluate the qualitative considerations contained in current accounting guidance to identify any evidence of goodwill impairment. Based on this qualitative analysis and conclusion, it was determined that a more robust quantitative assessment was not necessary at our measurement date.

For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and “NOTE 7 – GOODWILL AND CORE DEPOSIT INTANGIBLES” in the Notes to Consolidated Financial Statements.

Results of Operations

We generate most of our revenue from interest income and fees on loans, interest and dividends on investment securities and non-interest income, such as service charges and fees, debit card income and mortgage banking income. We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.

Changes in interest rates earned on interest-earning assets or incurred on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic change in net interest income. Fluctuations in interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international circumstances and 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 Arkansas, Kansas, Missouri and Oklahoma, as well as developments affecting the consumer, commercial and real estate sectors within these markets.

For information comparing our results of operations for the year ended December 31, 2022, to year ended December 31, 2021, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 9, 2023.

Net Income

Year ended December 31, 2023, compared with year ended December 31, 2022

For the year ended December 31, 2023, there was net income allocable to common stockholders of $7.8 million, compared to net income allocable to common stockholders of $57.7 million for the year ended December 31, 2022, a decrease of $49.9 million. This change was primarily driven by the sale of $490.1 of investment securities at a loss of $52.0 million. The changes in the components of net income are discussed in more detail below in the following sections of “Results of Operations.”

Net Interest Income and Net Interest Margin Analysis

Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread and (4) net interest margin. 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 net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume change,” and it is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as “yield/rate change.”

The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the years ended December 31, 2023, 2022,

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and 2021. The yields and rates are calculated by dividing income or expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

December 31, 2023December 31, 2022December 31, 2021
(Dollars in thousands)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)
Interest-earning assets
Loans(1)
Commercial and industrial$580,451$42,9017.39%$583,295$32,2585.53%$714,561$41,5805.82%
Commercial real estate1,302,56883,4416.41%1,259,25765,1225.17%1,040,44348,6764.68%
Real estate construction447,51633,7647.54%363,90218,2695.02%277,30710,2563.70%
Residential real estate565,71123,7994.21%597,19622,0043.68%498,16419,3413.88%
Agricultural real estate201,32613,8206.86%201,29511,3995.66%153,6078,1225.29%
Agricultural100,3946,9666.94%125,3426,6975.34%108,2765,3614.95%
Consumer106,5426,5226.12%102,1855,1105.00%88,3833,9984.52%
Total loans3,304,508211,2136.39%3,232,472160,8594.98%2,880,741137,3344.77%
Taxable securities1,027,72623,8732.32%1,185,75022,7131.92%976,94215,9961.64%
Nontaxable securities74,9171,9602.62%106,9552,6982.52%105,5222,8432.69%
Federal funds sold and other193,9419,6664.98%107,2981,9781.84%182,4431,1950.65%
Total interest-earning assets4,601,092246,7125.36%4,632,475188,2484.06%4,145,648157,3683.80%
Non-interest-earning assets
Other real estate owned, net3,99110,14410,510
Premises and equipment, net107,297102,16593,539
Bank-owned life insurance123,665121,741103,255
Goodwill and other intangibles, net63,06467,74750,831
Other non-interest-earning assets100,29688,84028,017
Total assets$4,999,405$5,023,112$4,431,800
Interest-bearing liabilities
Interest-bearing demand deposits$1,002,54322,6812.26%$1,124,8287,2480.64%$1,032,9382,1650.21%
Savings and money market1,359,82223,5251.73%1,308,5363,5490.27%1,129,8691,5400.14%
Demand savings and money market2,362,36546,2061.96%2,433,36410,7970.44%2,162,8073,7050.17%
Certificates of deposit827,65224,2672.93%663,7905,5240.83%625,5624,5500.73%
Total interest-bearing deposits3,190,01770,4732.21%3,097,15416,3210.53%2,788,3698,2550.30%
FHLB term and line of credit advances98,3803,9444.01%79,7752,0942.63%16,7971691.01%
Federal Reserve Bank discount window108,5514,7554.38%30.25%30.25%
Subordinated borrowings96,6517,5917.85%96,1336,7717.04%89,7856,2616.97%
Other borrowings49,4649311.88%55,0362320.42%45,8191040.23%
Total interest-bearing liabilities3,543,06387,6942.48%3,328,10125,4180.76%2,940,77314,7890.50%
Non-interest-bearing liabilities and stockholders’ equity
Non-interest-bearing checking accounts979,4101,203,1671,021,261
Non-interest-bearing liabilities53,21050,96222,971
Stockholders’ equity423,722440,882446,795
Total liabilities and stockholders’ equity$4,999,405$5,023,112$4,431,800
Net interest income$159,018$162,830$142,579
Interest rate spread2.88%3.30%3.30%
Net interest margin(2)3.46%3.51%3.44%
Total cost of deposits, including non-interest bearing deposits$4,169,427$70,4731.69%$4,300,321$16,3210.38%$3,809,630$8,2550.22%
Average interest-earning assets to interest-bearing liabilities129.86%139.19%140.97%

(1)Average loan balances include nonaccrual loans, hedge fair value adjustments and merger fair value adjustments.

(2)Net interest margin is calculated by dividing net interest income by average interest-earning assets for the period.

(3)Tax exempt income is not included in the above table on a tax equivalent basis.

(4)Actual un-rounded values are used to calculate the reported yield or rate disclosed. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.

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The following table analyzes the change in volume variances and yield/rate variances for the year ended December 31, 2023, as compared to the year ended December 31, 2022, and the year ended December 31, 2022, as compared to the year ended December 31, 2021.

Analysis of Changes in Net Interest Income

2023 vs. 20222022 vs. 2021
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)Volume(1)Yield/Rate(1)TotalVolume(1)Yield/Rate(1)Total
Interest-earning assets
Loans
Commercial and industrial$(158)$10,801$10,643$(7,340)$(1,982)$(9,322)
Commercial real estate2,30716,01218,31910,9565,49016,446
Real estate construction4,86010,63515,4953,7364,2778,013
Residential real estate(1,205)3,0001,7953,689(1,026)2,663
Agricultural real estate22,4192,4212,6676103,277
Agricultural(1,492)1,7612698894471,336
Consumer2261,1861,4126644481,112
Total loans4,54045,81450,35415,2618,26423,525
Taxable securities(3,275)4,4351,1603,7432,9746,717
Nontaxable securities(835)97(738)38(183)(145)
Federal funds sold and other2,4735,2157,688(658)1,441783
Total interest-earning assets$2,903$55,561$58,464$18,384$12,496$30,880
Interest-bearing liabilities
Demand savings and money market$(726)$36,135$35,409$486$6,606$7,092
Certificates of deposit1,67017,07318,743290684974
Total interest-bearing deposits94453,20854,1527767,2908,066
FHLB term and line of credit advances5671,2831,8501,3485771,925
Federal Reserve Bank discount window4,75324,755
Subordinated borrowings3778382044664510
Other borrowings(26)72569925103128
Total interest-bearing liabilities6,27556,00162,2762,5958,03410,629
Net Interest Income$(3,372)$(440)$(3,812)$15,789$4,462$20,251

(1)The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume. The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Year ended December 31, 2023, compared with year ended December 31, 2022

The decrease in net interest income is primarily due to a 172 basis point increase in average rates of interest bearing liabilities offset by a 130 basis point increase in yields on interest-earning assets. The change in yields and costs were driven, primarily, by rate increases within the marketplace over the past 20 months and their lagged impact on our balance sheet. Total fed fund rate increases of 525 basis points have been realized ratably within the asset portfolio while associated increases to liability costs have lagged and were more pronounced in 2023.

Following the banking turmoil in March of 2023, the Bank increased our FHLB and Federal Reserve Bank borrowings to maintain a heightened liquidity position. The amounts were materially offset by cash balances for the majority of the year, resulting in a small positive impact on net interest income and a reduction in net interest margin.

Net interest spread decreased from 3.30% at December 31, 2022 to 2.88% at December 31, 2023 primarily due to the increase in both the volume and cost of interest-bearing liabilities out-pacing the increase in the yield and change in volume in interest-earning assets. The primary driver of market interest rate changes in 2023 was the Federal Reserve raising the federal funds target rate four times for a total of 100 basis points. The decrease in net interest margin is driven by the lagging impact of interest rate changes on our interest-bearing liability balances coupled with the excess liquidity position maintained by the Company throughout 2023.

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Provision for Credit Losses

We maintain an allowance for credit losses for estimated losses in our loan portfolio. The allowance for credit losses is increased by a provision for credit losses, which is a charge to earnings, and subsequent recoveries of amounts previously charged-off, but is decreased by charge-offs when the collectability of a loan balance is unlikely. Management estimates the allowance balance required using past loan loss experience within the Company’s portfolio. This historical loss calculation is then modified to reflect quantitative economic circumstances based on evidenced economic conditions and regression formulas which incorporate lag factors in identifying a sufficiently predictive adjusted-R square as well as qualitative factors not inherently reflected in our historical loss or quantitative economic inputs. Included in our qualitative assessment is the consideration of prospective economic conditions over the next 12 months, considered the Company’s reasonable and supportable forecast period. As these factors change, the amount of the credit loss provision changes.

Year ended December 31, 2023, compared with year ended December 31, 2022

There was a $1.9 million provision for credit losses for the year ended December 31, 2023, compared to a provision for credit losses of $125 thousand for the year ended December 31, 2022. The provision for credit losses recorded during the period ended December 31, 2023, is the result of overall portfolio loan growth, current realized loss rate, and net charge-offs during the period which were offset by decreases in projected future loss rates. The increase in impairments on specifically evaluated loans was primarily due to the charge-off of loans deemed uncollectible.

For additional detail see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Allowance for Credit Losses.” Net charge-offs for the year ended December 31, 2023, were $4.2 million as compared to net charge-offs of $2.6 million for the year ended December 31, 2022. For the year ended December 31, 2023, gross charge-offs were $5.0 million offset by gross recoveries of $800 thousand. In comparison, gross charge-offs were $3.3 million for the year ended December 31, 2022, offset by gross recoveries of $700 thousand.

Non-Interest Income

The following table provides a comparison of the major components of non-interest income for the years ended December 31, 2023, 2022, and 2021.

Non-Interest Income

For the Years Ended December 31,

2023 vs. 20222022 vs. 2021
(Dollars in thousands)202320222021Change%Change%
Service charges and fees$10,187$10,632$8,596$(445)(4.2)%$2,03623.7%
Debit card income10,32210,67710,236(355)(3.3)%4414.3%
Mortgage banking6521,4163,306(764)(54.0)%(1,890)(57.2)%
Increase in value of bank-owned life insurance4,0593,1133,50694630.4%(393)(11.2)%
Other
Investment referral income424539678(115)(21.3)%(139)(20.5)%
Trust income1,1231,0361,140878.4%(104)(9.1)%
Insurance sales commissions582566545162.8%213.9%
Recovery on zero-basis purchased loans51724985268107.6%164192.9%
Income (loss) from equity method investments(222)(222)(222)%%
Other non-interest income5,1366,9843,981(1,848)(26.5)%3,00375.4%
Total other7,5609,1526,207(1,592)(17.4)%2,94547.4%
Subtotal32,78034,99031,851(2,210)(6.3)%3,1399.9%
Gain on acquisition962585(962)(100.0)%37764.4%
Net gain (loss) from securities transactions(51,909)5406(51,914)(100.0)%(401)(98.8)%
Total non-interest income$(19,129)$35,957$32,842$(55,086)(153.2)%$3,1159.5%

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Year ended December 31, 2023, compared with year ended December 31, 2022

Non-interest income, before gain on acquisition and gain (loss) on securities transactions decreased 6.3%. The decline was driven by service revenue lines, including service charges, debit card and mortgage banking fee income, as consumer spending activity decreased within our portfolio. In addition to declining service revenue, within the 'Other non-interest income' line item, derivative fair value gains of $1.8 million contributed to earnings in 2022 as the majority of market interest rate increases were realized. During 2023, this benefit was muted at $227 thousand, resulting in a comparative decline of $1.6 million.

During the year the Company sold securities to re-position aspects of the portfolio into higher yielding investments, including loans, securities and cash. The sale resulted in a realized loss of $52.0 million. During 2022, the Company completed two branch sale transactions resulting in realized gains of $962 thousand which did not repeat in 2023.

Non-Interest Expense

The following table provides a comparison of the major components of non-interest expense for the years ended December 31, 2023, 2022, and 2021.

Non-Interest Expense

For the Year Ended December 31,

2023 vs. 20222022 vs. 2021
(Dollars in thousands)202320222021Change%Change%
Salaries and employee benefits$64,384$62,006$54,198$2,3783.8%$7,80814.4%
Net occupancy and equipment12,32512,22310,1371020.8%2,08620.6%
Data processing17,43315,88313,2611,5509.8%2,62219.8%
Professional fees5,7544,9514,71380316.2%2385.0%
Advertising and business development5,4255,0423,3703837.6%1,67249.6%
Telecommunications1,9631,9161,966472.5%(50)(2.5)%
FDIC insurance2,1951,1401,6651,05592.5%(525)(31.5)%
Courier and postage2,0461,8811,4291658.8%45231.6%
Free nationwide ATM expense2,0732,1032,019(30)(1.4)%844.2%
Amortization of core deposit intangibles3,3744,0424,174(668)(16.5)%(132)(3.2)%
Loan expense540828934(288)(34.8)%(106)(11.3)%
Other real estate owned542589(188)(47)(8.0)%777(413.3)%
Loss on debt extinguishment372100.0%(372)(100.0)%
Other17,25015,18212,2262,06813.6%2,95624.2%
Subtotal135,304127,786110,2767,5185.9%17,51015.9%
Merger expenses2975949,189(297)(50.0)%(8,595)(93.5)%
Total non-interest expense$135,601$128,380$119,465$7,2215.6%$8,9157.5%

Year ended December 31, 2023, compared with year ended December 31, 2022

The increase in non-interest expense was primarily due to increases in salaries and employee benefits of $2.4 million, other non-interest expense of $2.1 million, data processing of $1.6 million and FDIC insurance of $1.1 million, offset by a decrease in the amortization of core deposits intangibles of $668 thousand. These items and other changes in the various components of non-interest expense are discussed in more detail below.

Salaries and employee benefits: There was a $2.4 million increase in salaries and benefits for the year ended December 31, 2023, as compared to the year ended December 31, 2022. Salaries and wages increased by $2.4 million, while deferral of cost associated with loan production declined by $743 thousand for the year ended December 31, 2023, as compared to the year ended December 31, 2022. Additionally, for the year ended December 31, 2023, there was an increase in employee insurance of $179 thousand and employee payroll taxes of $154 thousand offset by a decrease in share-based compensation expense of $641 thousand and incentive compensation of $521 thousand. Included in salaries and employee benefits is share-based compensation expense of $2.6 million for the year ended December 31, 2023, and $3.3 million for the year ended December 31, 2022.

Data processing: The $1.6 million increase was principally due to increased data processing expense of $939 thousand, debit card expense of $270 thousand, credit card processing expense of $250 thousand and software license expenses of $144 thousand.

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FDIC Insurance: The $1.1 million increase was primarily due to the FDIC's increase in their insurance base assessment rate beginning in the first quarter of 2023.

Professional fees: The increase of $803 thousand was principally due to an increase in consulting fees of $1.1 million, including increases in BSA compliance fees, placement fees and trust management fees, partially offset by a decrease in accounting fees of $167 thousand.

Other: Other non-interest expenses consists of subscriptions, memberships and dues, employee expenses including travel, meals, entertainment and education, supplies, printing, insurance, account related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets, losses net of gains on the sale of repossessed assets other than real estate, other operating expenses, such as settlement of claims, limited partnership tax credits and provision for unfunded commitments. There was a $2.1 million increase in other non-interest expense for the year ended December 31, 2023, as compared to the year ended December 31, 2022. This increase was primarily due to increases in recruiting of $508 thousand, auto and travel expenses of $601 thousand, and the write-off of tax credit investments of $315 thousand.

Merger expenses: Merger expenses include legal, advisory and accounting fees associated with services to facilitate the acquisition of other banks. Merger expenses also include data processing conversion costs and costs associated with the integration of personnel, processes, facilities and employee bonuses. During 2023, the Company incurred merger expenses of $297 thousand related to the Bank of Kirksville acquisition.

Efficiency Ratio

The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of our performance and is not defined under GAAP. Our efficiency ratio is computed by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on sales of and settlement of securities and gain on acquisition. Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources. The ratio defined under GAAP that is most comparable to the efficiency ratio is non-interest expense to net interest income plus non-interest income which is discussed in “Results of Operations – Non-GAAP Financial Measures.”

The Company’s efficiency ratio increased in 2023 as compared to 2022 due to non-interest expense, excluding goodwill impairment and merger expenses, increasing at a higher proportional rate than net interest income and non-interest income, excluding net loss on security transactions and gain on acquisition, as discussed in “Results of Operations – Net Interest Income and Net Interest Margin Analysis” and “Results of Operations – Non-Interest Income.”

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income, the amount of non-deductible expenses and available tax credits.

Year ended December 31, 2023, compared with year ended December 31, 2022

The effective income tax rate for the year ended December 31, 2023, was -223.9% as compared to the U.S. statutory rate of 21.0% as a result of tax planning benefits and credits amplified by a reduction in pre-tax book income for the year due to the pre-tax losses generated in the fourth quarter related to the sale of bonds. The effective income tax rate for the year ended December 31, 2022, was 17.9% as compared to the U.S. statutory rate of 21.0%. As detailed in “NOTE 13 – INCOME TAXES” in the Notes to Consolidated Financial Statements, the income tax rates differed from the U.S. statutory rates primarily due to non-taxable income, non-deductible expenses, and tax credits. The Company made investments in solar tax credits during the years ended December 31, 2022, and December 31, 2023, which had a material impact on the effective income tax rate for each period.

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities and are computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position will be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is more likely than not to be realized on examination.

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The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There were no material amounts to report for interest or penalties incurred in 2023, 2022, or 2021.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this annual report 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 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.

Financial Condition

Overview

Our total assets increased $52.9 million, or 1.06%, from $4.98 billion at December 31, 2022, to $5.03 billion at December 31, 2023. The increase in total assets was primarily from increases in cash and cash equivalents of $274.7 million, loans of $23.7 million and premises and equipment, net of $11.1 million, offset by a decrease in securities of $264.7 million. Our total liabilities increased $10.1 million, or 0.2%, from $4.57 billion at December 31, 2022, to $4.58 billion at December 31, 2023. The increase in total liabilities was from increases in Federal Reserve Bank borrowings of $140.0 million, offset by a decrease in total deposits of $96.4 million and FHLB advances of $38.9 million. Our total stockholders’ equity increased $42.8 million, or 10.4%, from $410.1 million at December 31, 2022, to $452.9 million at December 31, 2023.

Loan Portfolio

Our loan portfolio consists of various types of loans, most of which are made to borrowers located in the Wichita, Kansas City and Tulsa MSAs, as well as various community markets throughout Arkansas, Kansas, Missouri and Oklahoma. Although the portfolio is diversified and generally secured by various types of collateral, the majority of our loan portfolio consists of commercial and industrial and commercial real estate loans and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economic conditions in Arkansas, Kansas, Missouri and Oklahoma.

At December 31, 2023, gross total loans were 80.4% of deposits and 66.2% of total assets. At December 31, 2022, gross total loans were 78.1% of deposits and 66.5% of total assets.

The organic, or non-acquired, growth in our loan portfolio is attributable to our ability to attract new customers from other financial institutions and overall growth in our markets. Our lending staff has been successful in building banking relationships with new customers. Several new lenders have been hired in our markets and these employees have been successful in transitioning their former clients and attracting new clients. Lending activities originate from the efforts of our lenders with an emphasis on lending to individuals, professionals, small to medium-sized businesses and commercial companies located in the Wichita, Kansas City and Tulsa MSAs, as well as community markets in Arkansas, Kansas, Missouri and Oklahoma.

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The following table summarizes our loan portfolio by type of loan as of the dates indicated.

Composition of Loan Portfolio

December 31,
202320222021
AmountPercentAmountPercentAmountPercent
(Dollars in thousands)
Commercial and industrial$598,32717.9%$594,86318.0%$567,49718.0%
Real estate loans:
Commercial real estate1,759,85552.8%1,721,26852.0%1,486,14847.1%
Residential real estate556,32816.7%570,55017.2%638,08720.2%
Agricultural real estate196,1145.9%199,1896.0%198,3306.3%
Total real estate loans2,512,29775.4%2,491,00775.2%2,322,56573.6%
Agricultural118,5873.6%120,0033.6%166,9755.3%
Consumer103,6903.1%105,6753.2%98,5903.1%
Total loans held for investment$3,332,901100.0%$3,311,548100.0%$3,155,627100.0%
Total loans held for sale$476100.0%$349100.0%$4,214100.0%
Total loans held for investment (net of allowances)$3,289,381100.0%$3,265,701100.0%$3,107,262100.0%

Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, to provide working capital or meet other financing needs of the business.

Commercial real estate: Commercial real estate loans include all loans secured by nonfarm, nonresidential properties and multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.

Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences.

Agricultural real estate, Agricultural, Consumer and other: Agricultural real estate loans are loans related to farmland. Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. Consumer loans are generally secured by consumer assets but may be unsecured.

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2023, and December 31, 2022, are summarized in the following tables.

Loan Maturity and Sensitivity to Changes in Interest Rates

As of December 31, 2023
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$171,879$345,693$77,886$2,869$598,327
Real Estate:
Commercial real estate369,3111,063,226247,30080,0181,759,855
Residential real estate1,44710,091128,077416,713556,328
Agricultural real estate73,88284,80227,5599,871196,114
Total real estate444,6401,158,119402,936506,6022,512,297
Agricultural80,65930,9482,8514,129118,587
Consumer31,83250,77919,0772,002103,690
Total$729,010$1,585,539$502,750$515,602$3,332,901
Loans with a predetermined fixed interest rate$289,816$685,903$127,602$273,488$1,376,809
Loans with an adjustable/floating interest rate439,194899,636375,148242,1141,956,092
Total$729,010$1,585,539$502,750$515,602$3,332,901

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As of December 31, 2022
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$194,487$310,839$84,930$4,607$594,863
Real Estate:
Commercial real estate331,2261,042,683279,75967,6001,721,268
Residential real estate1,2939,647122,509437,101570,550
Agricultural real estate47,696112,38731,2957,811199,189
Total real estate380,2151,164,717433,563512,5122,491,007
Agricultural79,05532,6883,7144,546120,003
Consumer35,02645,25823,0912,300105,675
Total$688,783$1,553,502$545,298$523,965$3,311,548
Loans with a predetermined fixed interest rate$218,417$771,980$181,239$306,537$1,478,173
Loans with an adjustable/floating interest rate470,366781,522364,059217,4281,833,375
Total$688,783$1,553,502$545,298$523,965$3,311,548

Nonperforming Assets

The following table presents information regarding nonperforming assets at the dates indicated.

Nonperforming Assets

As of December 31,
202320222021
(Dollars in thousands)
Nonaccrual loans$25,026$17,601$29,361
Accruing loans 90 or more days past due279256
OREO acquired through foreclosure, net7726007,582
Other repossessed assets3804728,799
Total nonperforming assets$26,457$18,248$65,998
Ratios:
Nonperforming assets to total assets0.53%0.37%1.28%
Nonperforming assets to total loans plus OREO0.79%0.55%2.09%

Nonperforming assets (“NPAs”) include loans on nonaccrual status, accruing loans 90 or more days past due, restructured loans, other real estate acquired through foreclosure and other repossessed assets. The change in NPAs is reflective of specific circumstances on specific borrower relationships and not considered indicative of broad declining credit quality as of the reporting date. NPAs and classified assets continue to be at historically low levels for the Company.

The nonperforming loans at December 31, 2023, consisted of 223 separate credits and 192 separate borrowers. We had five nonperforming loan relationships each with outstanding balances exceeding $1.0 million as of December 31, 2023. There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by lenders and we also monitor delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

Regulatory Loan Classification

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. Loans are analyzed individually and classified based on credit risk. Consumer loans are considered pass

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credits unless downgraded due to payment status or reviewed as part of a larger credit relationship. We use the following definitions for risk ratings:

Pass: Loans classified as pass include all loans that do not fall under one of the three following categories. These loans are considered unclassified.

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of our credit position at some future date. These loans are considered classified.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. These loans are considered classified.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. These loans are considered classified.

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. Potential problem loans are assigned a grade of special mention or substandard. At December 31, 2023, the Company had $11.1 million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $37.6 million at December 31, 2022.

For additional information about the risk category by class of loans see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements. At December 31, 2023, loans considered unclassified increased to 98.8% of total loans from 98.2% of total loans at December 31, 2022.

Risk Category of Loans by Class

As of December 31, 2023
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$586,629$11,698$598,327
Real estate:
Commercial real estate1,748,87810,9771,759,855
Residential real estate549,0147,314556,328
Agricultural real estate190,6595,455196,114
Total real estate2,488,55123,7462,512,297
Agricultural115,2843,303118,587
Consumer103,066624103,690
Total$3,293,530$39,371$3,332,901
As of December 31, 2022
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$566,549$28,314$594,863
Real estate:
Commercial real estate1,714,7936,4751,721,268
Residential real estate567,1793,371570,550
Agricultural real estate186,76012,429199,189
Total real estate2,468,73222,2752,491,007
Agricultural112,8807,123120,003
Consumer105,328347105,675
Total$3,253,489$58,059$3,311,548

For additional information see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements.

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In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and, as an important element, to consider when underwriting loans secured in part or in whole by real estate. The value of real estate collateral provides additional support to the borrower’s credit capacity.

With respect to potential problem loans, all monitored and under-performing loans are individually reviewed. If we determine that a loan has individually assessed credit loss, then we evaluate the borrower’s overall financial condition to determine the need, if any, for non-performing classification, possible write downs or appropriate additions to the allowance for credit losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.

Allowance for Credit Losses

Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our allowance policy.

In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans. For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

Analysis of allowance for credit losses: At December 31, 2023, the allowance for credit losses totaled $43.5 million, or 1.31% of total loans. At December 31, 2022, the allowance for credit losses totaled $45.8 million, or 1.38% of total loans.

The $2.3 million decrease in the allowance for credit losses was the result of an increase in net charge offs of $1.5 million offset by the $2.1 million decrease in the allowance for credit losses on collectively evaluated loans and a $181 thousand decrease in specific reserves. The allowance for credit losses calculation on loans collectively evaluated at December 31, 2023, totaled $38.8 million, or 1.2%, of the $3.3 billion in loans collectively evaluated, compared to an allowance for credit losses of $40.9 million, or 1.2%, of the $3.3 billion in loans collectively evaluated at December 31, 2022. The decrease in the collectively evaluated calculation was primarily the result of a $1.0 million decrease in management qualitative adjustment coupled with a $889 thousand decrease in economic adjustment.

Net losses as a percentage of average loans was 0.13% for the twelve months ended December 31, 2023, as compared to 0.08% for the twelve months ended December 31, 2022, and 0.30% for the twelve months ended December 31, 2021.

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The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data.

Allowance for Credit Losses

(Dollars in thousands)

December 31, 2023Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$13,476$17,954$7,784$1,718$995$1,593$43,520
Total loans outstanding (1)1,759,855598,327556,328196,114118,587103,6903,332,901
Net charge-offs(75)3,7001846(47)5584,200
Average loan balance (1)1,750,084580,451564,728201,326100,394106,5423,303,525
Non-accrual loan balance5,4475,0417,2514,2142,47060325,026
Loans to total loans outstanding52.8%18.0%16.7%5.9%3.6%3.1%100.0%
ACL to total loans0.8%3.0%1.4%0.9%0.8%1.5%1.3%
Net charge-offs to average loans%0.6%%%%0.5%0.1%
Non-accrual loans to total loans0.3%0.8%1.3%2.1%2.1%0.6%0.8%
ACL to non-accrual loans247.4%356.2%107.4%40.8%40.3%264.2%173.9%
December 31, 2022Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$16,731$14,951$8,608$819$2,457$2,281$45,847
Total loans outstanding (1)1,721,268594,863570,550199,189120,003105,6753,311,548
Net charge-offs1,1935905627357422,643
Average loan balance (1)1,623,159583,295595,494201,295125,342102,1863,230,771
Non-accrual loan balance2,6895,8383,2062,0523,46834817,601
Loans to total loans outstanding52.0%18.0%17.2%6.0%3.6%3.2%100.0%
ACL to total loans1.0%2.5%1.5%0.4%2.0%2.2%1.4%
Net charge-offs to average loans0.1%0.1%%%%0.7%0.1%
Non-accrual loans to total loans0.2%1.0%0.6%1.0%2.9%0.3%0.5%
ACL to non-accrual loans622.2%256.1%268.5%39.9%70.8%655.5%260.5%
December 31, 2021Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for loan losses$22,478$12,248$5,560$2,235$3,756$2,088$48,365
Total loans outstanding (1)1,486,148567,497638,087198,330166,97598,5903,155,627
Net charge-offs(129)7,870(52)473(21)5048,645
Average loan balance (1)1,317,750714,561491,747153,607108,27688,3832,874,324
Non-accrual loan balance6,8336,5575,0754,3986,17532329,361
Loans to total loans outstanding47.1%18.0%20.2%6.3%5.3%3.1%100.0%
ACL to total loans1.5%2.2%0.9%1.1%2.2%2.1%1.5%
Net charge-offs to average loans%1.1%%0.3%%0.6%0.3%
Non-accrual loans to total loans0.5%1.2%0.8%2.2%3.7%0.3%0.9%
ACL to non-accrual loans329.0%186.8%109.6%50.8%60.8%646.4%164.7%

(1)
Excluding loans held for sale.

Management believes that the allowance for credit losses at December 31, 2023, is adequate to cover current expected losses in the loan portfolio as of such date. There can be no assurance, however, that we will not sustain losses in future periods that could be substantial in relation to the size of the allowance at December 31, 2023.

Securities

We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements. At December 31, 2023, securities represented 18.3% of total assets compared with 23.8% at December 31, 2022.

At the date of purchase, debt securities are classified into one of two categories, held-to-maturity or available-for-sale. We do not purchase securities for trading purposes. At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities are classified as held-to-maturity and carried at cost, adjusted for the amortization of premiums and the accretion of discounts, in the financial statements only if management has the positive intent and ability to hold those securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of deferred income tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in total interest and dividend income. Also included in total interest and

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dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka. These stock investments are stated at cost.

The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown.

Available-For-Sale Securities

December 31,
20232022
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
U.S. Government-sponsored entities$39,103$33,087$123,196$106,406
U.S. Treasury securities89,99989,256257,690232,158
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities560,674529,143560,776498,606
Private label residential mortgage-backed securities161,174137,841190,889163,560
Corporate56,72249,68356,64252,374
Small Business Administration loan pools8,0667,72712,91512,181
State and local subdivisions81,45872,911130,311119,105
Total available-for-sale securities$997,196$919,648$1,332,419$1,184,390

The following table summarizes the amortized cost and fair value by classification of held-to-maturity securities as of the dates shown.

Held-To-Maturity Securities

December 31,
20232022
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities$1,094$1,097$1,108$1,108
State and local subdivisions1,1151,153840865
Total held-to-maturity securities$2,209$2,250$1,948$1,973

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The following tables summarize the contractual maturity of debt securities and their weighted average yields as of December 31, 2023, and December 31, 2022. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. Available-for-sale securities are shown at fair value and held-to-maturity securities are shown at cost, adjusted for the amortization of premiums and the accretion of discounts.

December 31, 2023
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities$%$0.00%$31,3371.65%$1,7502.02%$33,0871.67%
U.S. Treasury securities69,8435.3919,4131.18%0.00%%89,2564.47%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%40,9783.78%137,9292.62%350,2364.26%529,1433.80%
Private label residential mortgage-backed securities%%%137,8412.27%137,8412.27%
Corporate%8,0017.49%41,6824.63%%49,6835.09%
Small Business Administration loan pools%%5,5875.44%2,1402.08%7,7274.51%
State and political subdivisions(1)3,9632.09%6,1382.34%30,7892.00%32,0212.38%72,9112.20%
Total available-for-sale securities73,8065.21%74,5303.38%247,3242.82%523,9883.60%919,6483.51%
Held-to-maturity securities:
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities0.00%0.00%0.00%1,0944.93%1,0944.93%
State and political subdivisions(1)0.00%0.00%0.00%1,1154.62%1,1154.62%
Total held-to-maturity securities0.00%0.00%0.00%2,2094.77%2,2094.77%
Total debt securities$73,8065.21%$74,5303.38%$247,3242.82%$526,1973.61%$921,8573.51%

(1)
The calculated yield is not calculated on a tax equivalent basis.

December 31, 2022
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. government-sponsored entities$%$49,1000.74%$54,0941.51%$3,2121.96%$106,4061.17%
U.S. treasury securities%222,5521.18%9,6061.32%%232,1581.19%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%89,6981.44%161,3541.86%247,5542.50%498,6062.10%
Private label residential mortgage-backed securities%%%163,5602.21%163,5602.21%
Corporate%7,9046.20%44,4704.65%%52,3744.88%
Small Business Administration loan pools%%7,6763.53%4,5051.79%12,1812.89%
State and political subdivisions(1)4,9582.61%18,6012.42%42,0882.31%53,4582.50%119,1052.43%
Total available-for-sale securities4,9582.61%387,8551.35%319,2882.27%472,2892.39%1,184,3902.02%
Held-to-maturity securities:
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%%%1,1084.96%1,1084.96%
State and political subdivisions(1)%%%8404.57%8404.57%
Total held-to-maturity securities%%%1,9484.79%1,9484.79%
Total debt securities$4,9582.61%$387,8551.35%$319,2882.27%$474,2372.40%$1,186,3382.02%

(1)
The calculated yield is not calculated on a tax equivalent basis.

Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae, Freddie Mac and non-agency private label providers. Unlike U.S. Treasury and U.S. Government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities. Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments. As such, mortgage-backed securities purchased at a premium will generally produce decreasing net yields as interest rates drop because homeowners tend to refinance their mortgages resulting in prepayments and an acceleration of premium amortization. Securities purchased at a discount will reflect higher net yields in a decreasing interest rate environment as prepayments result in an acceleration of discount accretion.

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The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time. Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives. At December 31, 2023, and 2022, 73.2% and 62.1% of the mortgage-backed securities held by us had contractual final maturities of more than ten years with a weighted average life of 5.3 years and 5.1 years and a modified duration of 4.4 years and 4.3 years.

Deposits

Our lending and investing activities are primarily funded by deposits. A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market and time deposits. We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy and personalized service to attract and retain these deposits. Overall, deposits have declined $96.4 million from December 31, 2022 to December 31, 2023 and deposits excluding brokered deposits have declined $44.5 million for the same time period. During 2023 there has been significant competition for deposits and continued pricing pressure which has caused deposit migration to higher earning deposit account types. In addition to competition, the overall decrease in deposits is due to a general decrease in excess liquidity in the market due to the impacts of elevated inflation and the effects of monetary policy, in the form of higher interest rates, on both consumer and business customers.

The following table shows our composition of deposits at December 31, 2023, 2022, and 2021.

Composition of Deposits

December 31,
2023202220212023 vs. 20222022 vs. 2021
AmountPercent of TotalAmountPercent of TotalAmountPercent of TotalChange%Change%
(Dollars in thousands)
Non-interest-bearing demand$898,12921.7%$1,097,89925.9%$1,244,11728.1%$(199,770)(18.2)%$(146,218)(11.8)%
Interest-bearing demand998,82224.1%1,061,26425.0%1,202,40827.2%(62,442)(5.9)%(141,144)(11.7)%
Savings and money market1,484,98535.8%1,268,32029.9%1,319,88129.9%216,66517.1%(51,561)(3.9)%
Time763,51918.4%814,32419.2%653,59814.8%(50,805)(6.2)%160,72624.6%
Total deposits$4,145,455100.0%$4,241,807100.0%$4,420,004100.0%$(96,352)(2.3)%$(178,197)(4.0)%

The following tables show deposits sold in 2022 branch dispositions, as of the time of such dispositions.

United Bank and Trust Branch Sale
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$15,81730.0%
Interest-bearing demand9,03917.2%
Savings and money market19,57637.1%
Time8,28215.7%
Total deposits$52,714100.0%
High Plains Bank Branch Sale
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$1,92510.1%
Interest-bearing demand3,66419.2%
Savings and money market7,30038.3%
Time6,16832.4%
Total deposits$19,057100.0%

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The following tables show deposits assumed in 2021 acquisitions, as of the time of such acquisitions.

ASBI Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$254,94438.1%
Interest-bearing demand95,02314.2%
Savings and money market221,18733.1%
Time97,69514.6%
Total deposits$668,849100.0%
Security Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$19,72426.3%
Interest-bearing demand13,71318.3%
Savings and money market26,13234.8%
Time15,50920.6%
Total deposits$75,078100.0%

The following table shows the average deposit balance and average rate paid on deposits for the year ended December 31, 2023, 2022, and 2021.

Average Deposit Balances and Average Rate Paid

December 31,
202320222021
Average BalanceAverage Rate PaidAverage BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing demand$979,410%$1,203,167%$1,021,261%
Interest-bearing demand1,002,5432.26%1,124,8280.64%1,032,9380.21%
Savings and money market1,359,8221.73%1,308,5360.27%1,129,8690.14%
Time827,6522.93%663,7900.83%625,5620.73%
Total deposits$4,169,427$4,300,321$3,809,630

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Included in interest-bearing demand deposits are Insured Cash Sweep (“ICS”) reciprocal demand deposit balances of $382.6 million at December 31, 2023, and $282.7 million at December 31, 2022, and $308.4 million at December 31, 2021. Also included in savings and money market deposits at December 31, 2023, 2022, and 2021, are ICS reciprocal money-market deposit balances of $230.8 million, $17.7 million, and $52.2 million. These balances represent customer funds placed in ICS that allow Equity Bank to break large demand and money-market deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit. These deposits are placed in ICS but are Equity Bank’s customer relationships that management views as core funding.

Included in time deposits are Certificate of Deposit Account Registry Service (“CDARS”) program balances of $21.8 million, $11.8 million, and $3.0 million at December 31, 2023, 2022, and 2021. CDARS allows Equity Bank to break large deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit. Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lesser of 20% of total liabilities or $5.0 billion and Equity Bank is well capitalized and well rated. All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.

Also included in time deposits are brokered deposit balances totaling $200 million as of December 31, 2023, compared to $252 million as of December 31, 2022.

The following table provides information on the maturity distribution of time deposits of $250,000 or more as of December 31, 2023, and December 31, 2022.

December 31,
20232022
(Dollars in thousands)
3 months or less$65,449$40,578
Over 3 through 6 months94,45951,365
Over 6 through 12 months18,08219,191
Over 12 months18,77734,586
Total Time Deposits$196,767$145,720

Other Borrowed Funds

We utilize borrowings to supplement deposits to fund our lending and investing activities. Short-term borrowing and long-term borrowing consist of funds from the FHLB, Federal Reserve Bank, federal funds purchased and retail repurchase agreements, a bank stock loan and subordinated debt. The Company continually has short-term borrowings which are disclosed in “NOTE 10 – BORROWINGS” and “NOTE 11 – SUBORDINATED DEBT.”

Federal funds purchased and retail repurchase agreements: We have available federal funds lines of credit with our correspondent banks. Retail repurchase agreements outstanding represent the purchase of interests in securities by banking customers. Retail repurchase agreements are stated at the amount of cash received in connection with the transaction. We do not account for any of our retail repurchase agreements as sales for accounting purposes in our financial statements. Retail repurchase agreements with banking customers are settled on the following business day. See “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

FHLB advances: FHLB advances include both draws against our line of credit and fixed rate term advances. Each term advance is payable in full at its maturity date and contains a provision for prepayment penalties. Our FHLB borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements. See “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

Federal Reserve Bank: Federal Reserve Bank Term Funding Program borrowings are fixed rate term loans, secured by loans and qualifying pledged securities. Our Federal Reserve Bank borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements. see “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements.

Bank stock loan: The Company maintains a borrowing facility through an unaffiliated financial institution. The terms of the loan require us and Equity Bank to maintain minimum capital ratios and other covenants. The loan and accrued interest may be prepaid at any time without penalty. In the event of default, the lender has the option to declare all outstanding balances as immediately due. For detailed information, see “NOTE 10 – BORROWINGS” in the Notes to Consolidated Financial Statements.

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Subordinated debentures: In conjunction with the 2012 acquisition of First Community, we assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by us, FCB Capital Trust II and FCB Capital Trust III, (“CTII” and “CTIII,” respectively). In conjunction with the 2016 acquisition of Community First Bancshares, Inc., we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, Community First (AR) Statutory Trust I, (“CFSTI”). In conjunction with the 2021 acquisition of ASBI, we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, American State Bank Statutory Trust I, (“ASBSTI”). For additional information, see “NOTE 11 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Subordinated notes: In 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold a total of $75.0 million in aggregate principal amounts of its 7.00% Fixed-to-Floating Rate Subordinated Notes due in 2030. For additional information, see “NOTE 11 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

Liquidity

Market and public confidence in our financial strength and financial institutions, in general, will largely determine access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.

Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure our liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily, weekly and monthly basis.

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations and unexpected deposit outflows. In this process, we focus on both assets and liabilities and on the manner in which they combine to provide adequate liquidity to meet our needs.

During the years ended December 31, 2023, 2022, and 2021, our liquidity needs have primarily been met by core deposits, securities and loan maturities, as well as amortizing payment from investment securities and loans. Other funding sources include federal funds purchased, retail repurchase agreements, brokered certificates of deposit, subordinated notes, borrowings from the FHLB and from the Federal Reserve Bank.

Our largest sources of funds are deposits, fed funds sold, retail repurchase agreements and subordinated debt, and our largest uses of funds are the origination of loans or purchases of loans or investment securities. Average loans were $3.30 billion for the year ended December 31, 2023, an increase of 2.2% over average loans of $3.23 billion for the year ended December 31, 2022. Excess deposits are primarily invested in our interest-bearing deposit account with the Kansas City Federal Reserve Bank, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth. Our investment securities portfolio has a weighted average life of 5.1 years and a modified duration of 4.3 years at December 31, 2023. We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, our core deposit base, FHLB advances, Federal Reserve Bank and other borrowing relationships. For additional information, see "NOTE 10 - BORROWINGS" in the Notes to Consolidated Financial Statements.

Cash Flow Overview

During 2023, investing activities provided $232.2 million and operating activities provided $76.5 million of liquidity, which were offset by financing activities use of $34.0 million, ultimately increasing total cash and cash equivalents by $274.7 million. The cash provided by investing activities was driven mostly by the sale and maturity of securities of $789.4 million and mostly offset by the purchase of securities of $510.5 million, the purchase of correspondent and miscellaneous stock of $11.9 million and the purchase of premises and equipment of $15.6 million. The cash usage in financing activities was driven mostly by increases in proceeds from term FHLB advances of $100.0 million and FRB discount window of $140.0 million and decreases in deposits of $96.4 million and purchases of treasury stock of $17.9 million.

During 2022, operating activities provided $74.1 million of liquidity, which was offset by investing activities use of $214.2 million of cash assets and financing activities use of $15.4 million, ultimately decreasing total cash and cash equivalents by $155.5 million. The cash usage in investing activities was driven mostly by purchases of securities of $182.0 million and the net increase in

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loans held for investment of $181.9 million, partially offset by proceeds from securities of $168.4 million and proceeds from sale of foreclosed assets of $29.9 million. The cash usage in financing activities was driven mostly by decreases in deposits of $106.3 million and purchases of treasury stock of $33.2 million.

For information related to cash flow during 2021, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 9, 2022.

Off-Balance Sheet Items

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in 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 standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amounts of these commitments. The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.

Standby and Performance Letters of Credit: For additional information see “NOTE 20 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Commitments to Extend Credit: For additional information see “NOTE 20 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Future Debt Repayments

In the normal course of business, we enter into short-term and long-term debt obligations resulting in commitments to make future payments. For additional information see “NOTE 10 – BORROWINGS” and “NOTE 11 – SUBORDINATED DEBT.”

Capital Resources

Capital management consists of providing equity to support our current and future operations. The bank regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets that they hold. As a bank holding company and a state-chartered Fed member bank, the Company and Equity Bank are subject to regulatory capital requirements.

Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes, as of December 31, 2023, and December 31, 2022, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver. As of December 31, 2023, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank must maintain minimum total capital, Tier 1 capital, Common Equity Tier 1 capital and Tier 1 leverage ratios. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

The total increase in stockholders’ equity of $42.8 million was principally attributable to an increase in accumulated other comprehensive income of $55.6 million, partially offset by a decrease in treasury stock of $17.9 million. For additional information about the Company’s capital see "NOTE 12 – STOCKHOLDERS' EQUITY", “NOTE 14 – REGULATORY MATTERS” and "NOTE 17 – SHARE-BASED PAYMENTS" in Notes to Consolidated Financial Statements.

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Non-GAAP Financial Measures

We identify certain financial measures discussed in this Annual Report on Form 10-K as being “non-GAAP financial measures.” In accordance with the SEC’s rules, 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 generally accepted accounting principles as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this 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 companies 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 that we have discussed in this Annual Report on Form 10-K when comparing such non-GAAP financial measures.

Adjusted Net Income and Earnings Per Share: Adjusted net income and adjusted earnings per share are non-GAAP financial measures generally used to disclose core net income from the Company's operations and earnings per share. We calculated this by taking GAAP net income less non-core impacts to net income to arrive at adjusted net income, basic earnings per share, and diluted earnings per share. These financial measures are used by financial statement users to evaluate the core financial performance of the Company.

Management believes that these measures are important to many investors who are interested in changes from period to period in the Company's financial performance and quality of earnings.

The following table reconciles as of the dates set forth below, adjusted net income and earnings per share and compares them to GAAP net income and earnings per share.

December 31,
20232022202120202019
(Dollars in thousands, except share data)
Net income (loss) allocable to common stockholders$7,821$57,688$52,480$(74,970)$25,579
Less: gains (losses) from sale of securities net of tax(41,090)4291
Plus: goodwill impairment, net of actual tax effect99,526
Adjusted net income$48,911$57,684$52,189$24,556$25,579
Weighted average common shares outstanding15,535,77216,214,04915,019,22115,098,51215,619,891
Weighted average diluted shares15,648,84216,437,90615,306,43115,238,49915,843,139
Earnings Per Share$0.50$3.56$3.49$(4.97)$1.64
Diluted Earnings Per Share$0.50$3.51$3.43$(4.97)$1.61
Adjusted Earnings Per Share$3.15$3.56$3.47$1.63$1.64
Adjusted Diluted Earnings Per Share$3.13$3.51$3.41$1.61$1.61

Tangible Book Value per Common Share and Tangible Book Value Per Diluted Common Share: Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization, and naming rights, net of accumulated amortization; (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and (c) tangible book value per diluted common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding plus the period-end dilutive effects of vested restricted stock units, the assumed exercise of stock options, redemption of non-vested restricted stock units, and pending employee stock purchase plan shares at period end. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.

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Management believes that these measures are important to many investors who are interested in changes from period to period in book value per common 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.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share and tangible book value per diluted common share and compares these values with book value per common share.

December 31,
20232022202120202019
(Dollars in thousands, except share data)
Total stockholders’ equity$452,860$410,058$500,631$407,649$478,060
Less: goodwill53,10153,10154,46531,601136,432
Less: core deposit intangibles, net7,22210,59614,87916,05719,907
Less: mortgage servicing asset, net751762765
Less: naming rights, net1,0001,0441,0871,1301,174
Tangible common equity$391,462$345,141$429,924$358,861$320,542
Common shares outstanding at period end15,428,25115,930,11216,760,11514,540,55615,444,434
Diluted common shares outstanding at period end15,629,18516,163,25317,050,11514,540,55615,719,810
Book value per common share$29.35$25.74$29.87$28.04$30.95
Tangible book value per common share$25.37$21.67$25.65$24.68$20.75
Tangible book value per diluted common share$25.05$21.35$25.22$24.68$20.39

Tangible Common Equity to Tangible Assets: Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; (b) tangible assets as total assets less goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

Management believes 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 total assets while not increasing tangible common equity or tangible assets.

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The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets.

December 31,
20232022202120202019
(Dollars in thousands)
Total stockholders’ equity$452,860$410,058$500,631$407,649$478,060
Less: goodwill53,10153,10154,46531,601136,432
Less: core deposit intangibles, net7,22210,59614,87916,05719,907
Less: mortgage servicing asset, net751762765
Less: naming rights, net1,0001,0441,0871,1301,174
Tangible common equity$391,462$345,141$429,924$358,861$320,542
Total assets$5,034,592$4,981,651$5,137,631$4,013,356$3,949,578
Less: goodwill53,10153,10154,46531,601136,432
Less: core deposit intangibles, net7,22210,59614,87916,05719,907
Less: mortgage servicing asset, net751762765
Less: naming rights, net1,0001,0441,0871,1301,174
Tangible assets$4,973,194$4,916,734$5,066,924$3,964,568$3,792,060
Equity / assets8.99%8.23%9.74%10.16%12.10%
Tangible common equity to tangible assets7.87%7.02%8.48%9.05%8.45%

Return on Average Tangible Common Equity: Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) adjusted net income allocable to common stockholders as net income allocable to common stockholders plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on amortization of intangible assets (tax rates used in this calculation were 21% for 2023, 2022, 2021, 2020 and 2019) (c) return on average tangible common equity as adjusted net income allocable to common stockholders (as described in clause (b)) divided by average tangible common equity (as described in clause (a)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Management believes that this measure is important to many investors in the marketplace because it measures the return on equity, exclusive of the effects of intangible assets on earnings and capital. Goodwill and other intangible assets have the effect of increasing average stockholders’ equity and, through amortization, decreasing net income allocable to common stockholders while not increasing average tangible common equity or decreasing adjusted net income allocable to common stockholders.

The following table reconciles, as of the dates set forth below, total average stockholders’ equity to average tangible common equity and net income allocable to common stockholders to adjusted net income allocable to common stockholders.

December 31,
20232022202120202019
(Dollars in thousands)
Total average stockholders’ equity$423,722$440,882$446,795$464,608$463,445
Less: average intangible assets63,06467,74650,831130,329158,410
Average tangible common equity$360,658$373,136$395,964$334,279$305,035
Net income (loss) allocable to common stockholders$7,821$57,688$52,480$(74,970)$25,579
Plus: goodwill impairment, net of actual tax effect99,526
Amortization of intangible assets3,5184,1864,2423,8983,218
Less: estimated tax effect on intangible asset amortization739879891819676
Adjusted net income allocable to common stockholders$10,600$60,995$55,831$27,635$28,121
Return on average equity (ROAE)1.85%13.08%11.75%(16.14)%5.52%
Return on average tangible common equity (ROATCE)2.94%16.35%14.10%8.27%9.22%

Efficiency Ratio: The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate the efficiency ratio by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on

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the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition. The GAAP-based efficiency ratio is non-interest expense less goodwill impairment, divided by net interest income plus non-interest income.

In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses, loss on debt extinguishment, net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition.

The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio.

December 31,
20232022202120202019
(Dollars in thousands)
Non-interest expense$135,601$128,380$119,465$208,990$99,635
Less: goodwill impairment104,831
Less: merger expenses2975949,189299915
Less: loss on debt extinguishment372
Non-interest expense, excluding merger expenses and loss on debt extinguishment$135,304$127,786$109,904$103,860$98,720
Net interest income$159,018$162,830$142,579$132,652$125,858
Non-interest income$(19,129)$35,957$32,842$26,023$24,988
Less: gain on acquisition and branch sales9625852,145
Less: net gains (losses) from securities transactions(51,909)54061114
Non-interest income, excluding net gains (losses) from security transactions and gain on acquisition$32,780$34,990$31,851$23,867$24,974
Non-interest expense, less goodwill impairment, to net interest income plus non-interest income96.93%64.58%68.10%65.64%66.05%
Efficiency Ratio70.55%64.60%63.01%66.36%65.45%

FY 2022 10-K MD&A

SEC filing source: 0000950170-23-007069.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-09. Report date: 2022-12-31.

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 our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A – Risk Factors” included in Item 1A of this Annual Report on Form 10-K. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

This discussion and analysis of our financial condition and results of operation includes the following sections:


Table containing selected financial data and ratios for the periods;


Overview;


Critical Accounting Policies – a discussion of accounting policies that require critical estimates and assumptions;


Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;


Financial Condition – an analysis of our financial position;


Liquidity and Capital Resources – an analysis of our cash flows and capital position; and


Non-GAAP Financial Measures – reconciliation of non-GAAP measures.

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Years Ended December 31,
(Dollars in thousands, except per share data)20222021202020192018
Statement of Income Data
Interest and dividend income$188,248$157,368$155,561$175,499$161,556
Interest expense25,41814,78922,90949,64136,758
Net interest income162,830142,579132,652125,858124,798
Provision (reversal) for credit losses125(8,480)24,25518,3543,961
Net gain on acquisition9625852,145
Net gain (loss) from securities transactions54061114(9)
Other non-interest income34,99031,85123,86724,97419,734
Merger expense5949,1892999157,462
Goodwill impairment104,831
Loss on extinguishment of debt372
Other non-interest expense127,786109,904103,86098,72086,925
Income (loss) before income taxes70,28264,436(74,570)32,85746,175
Provision for income taxes12,59411,9564007,27810,350
Net income (loss)57,68852,480(74,970)25,57935,825
Net income (loss) allocable to common stockholders57,68852,480(74,970)25,57935,825
Basic earnings (loss) per share3.563.49(4.97)1.642.33
Diluted earnings (loss) per share3.513.43(4.97)1.612.28
Balance Sheet Data (at period end)
Cash and cash equivalents$104,428$259,954$280,698$89,291$192,818
Securities available-for-sale1,184,3901,327,442871,827142,067168,875
Securities held-to-maturity1,948769,059748,356
Loans held for sale3494,21412,3945,9332,972
Gross loans held for investment3,311,5483,155,6272,591,6962,556,6522,575,408
Allowance for credit losses45,84748,36533,70912,23211,454
Loans held for investment, net of allowance for credit losses3,265,7013,107,2622,557,9872,544,4202,563,954
Goodwill and core deposit intangibles, net63,69769,34447,658156,339153,437
Mortgage servicing asset, net176276511
Naming rights, net1,0441,0871,1301,1741,217
Total assets4,981,6515,137,6314,013,3563,949,5784,061,716
Total deposits4,241,8074,420,0043,447,5903,063,5163,123,447
Borrowings281,734151,891133,857383,632464,676
Total liabilities4,571,5934,637,0003,605,7073,471,5183,605,775
Total stockholders’ equity410,058500,631407,649478,060455,941
Tangible common equity*345,141429,924358,861320,542301,276
Performance ratios
Return on average assets (ROAA)1.15%1.18%(1.87)%0.64%1.00%
Return on average equity (ROAE)13.08%11.75%(16.14)%5.52%8.52%
Return on average tangible common equity (ROATCE)*16.35%14.10%8.27%9.22%13.43%
Yield on loans4.98%4.77%5.00%5.73%5.74%
Cost of interest-bearing deposits0.53%0.30%0.66%1.53%1.15%
Net interest margin3.51%3.44%3.63%3.48%3.81%
Efficiency ratio*64.60%63.01%66.36%65.45%60.14%
Non-interest income / average assets0.72%0.74%0.65%0.63%0.55%
Non-interest expense / average assets2.56%2.70%5.23%2.50%2.62%
Dividend payout ratio10.26%4.84%0.00%0.00%0.00%
Capital Ratios
Tier 1 Leverage Ratio9.61%9.09%9.30%9.02%8.60%
Common Equity Tier 1 Capital Ratio12.26%12.03%12.82%11.63%10.95%
Tier 1 Risk Based Capital Ratio12.88%12.67%13.37%12.15%11.45%
Total Risk Based Capital Ratio16.08%15.96%17.35%12.59%11.86%
Equity / Assets8.23%9.74%10.16%12.10%11.23%
Book value per share$25.74$29.87$28.04$30.95$28.87
Tangible book value per share*$21.67$25.65$24.68$20.75$19.08
Tangible common equity to tangible assets*7.02%8.48%9.05%8.45%7.71%

* Indicates non-GAAP financial measure. Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for reconciliation to the most directly comparable GAAP measure.

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Overview

We are a financial holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 65 full-service branches located in Arkansas, Kansas, Missouri and Oklahoma. As of December 31, 2022, we had, on a consolidated basis, total assets of $4.98 billion, total deposits of $4.24 billion, total loans held for investment, net of allowances, of $3.27 billion and total stockholders’ equity of $410.1 million. Net income for the year ended December 31, 2022, was $57.7 million, compared to net income of $52.5 million for the year ended December 31, 2021.

History and Background

From 2003 through 2022, we completed a series of twenty acquisitions, two charter consolidations and two branch dispositions. We seek to integrate the banks we acquire into our existing operational platform and enhance stockholder value through the creation of efficiencies within the combined operations. In conjunction with our strategic acquisition growth, we strive to reposition and improve the loan portfolio and deposit mix of the banks we acquire. Following our acquisitions, we focus on identifying and disposing of problematic loans and replacing them with higher quality loans generated organically. In addition, we concentrate on growth in our commercial loan portfolio, which we believe generally offers higher return opportunities than our consumer loan portfolio, primarily by hiring additional talented bankers, particularly in our metropolitan markets, and incentivizing our bankers to expand their commercial banking relationships. We also seek to increase our most attractive deposit accounts primarily by growing deposits in our community markets and cross selling our depository products to our loan customers.

Our principal objective is to continually increase stockholder value and generate consistent earnings growth by expanding our commercial banking franchise both organically and through strategic acquisitions. We believe our strategy of selectively acquiring and integrating community banks has provided us with economies of scale and improved our overall franchise efficiency. We expect to continue to pursue strategic acquisitions and believe our targeted market areas present us with many and varied acquisition opportunities. We are also focused on continuing to grow organically and believe the markets in which we operate currently provide meaningful opportunities to expand our commercial customer base and increase our current market share. We believe our geographic footprint, which is strategically split between growing metropolitan markets, such as Kansas City, Tulsa and Wichita, and stable community markets within Western Kansas, Western Missouri, Topeka, Northern Arkansas and Northern Oklahoma, provides us with access to low cost stable core deposits in community markets that we can use to fund commercial loan growth in our metropolitan markets. We strive to provide an enhanced banking experience for our customers by providing them with a comprehensive suite of sophisticated banking products and services tailored to meet their needs, while delivering the high-quality relationship-based customer service of a community bank.

Highlights for the Year Ended December 31, 2022


Net income of $57.7 million, or $3.51 diluted earnings per share, for the year ended December 31, 2022, compared to net income of $52.5 million, or $3.43 diluted earnings per share, for the year ended December 31, 2021, an increase of $5.2 million, or 9.9%.


Dividends declared of $5.8 million, or $0.36 per share, for the year ended December 31, 2022 representing a full year of dividends, compared to $2.5 million, or $0.16 per share, for the year ended December 31, 2021.


Net interest income of $162.8 million for the year ended December 31, 2022, compared to net interest income of $142.6 million for the year ended December 31, 2021, an increase of $20.2 million, or 14.2%.


Total loans held for investment of $3.31 billion at December 31, 2022, compared to $3.16 billion at December 31, 2021, an increase of $155.9 million, or 4.9%.


Total nonperforming assets of $18.2 million at December 31, 2022, compared to $66.0 million at December 31, 2021, a decrease of $47.8 million, or 72.4%.


Return on average equity of 13.08% at December 31, 2022, compared to 11.75% at December 31, 2021, an increase of 1.3%.


Return on average tangible common equity of 16.35 % at December 31, 2022, compared to 14.10% at December 31, 2021, an increase of 2.3%.

Critical Accounting Policies

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The preparation of our financial statements in accordance with GAAP requires management to make a number of judgments and assumptions that affect our reported results and disclosures. Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results. Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements. Our accounting policies are described in “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

The accounting policies that management believes are the most critical to an understanding of our financial condition and results of operations and require complex management judgment are described below.

Allowance for Credit Losses: The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date; however, determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. The actual realized facts and circumstances may be different than those currently estimated by management and may result in significant changes in the allowance for credit losses in future periods. The allowance for credit losses for loans, as reported in our consolidated balance sheets, is adjusted by provision for credit losses, which is recognized in earnings and is reduced by the charge-off amounts, net of recoveries.

The Company utilizes primarily two methods for estimating the allowance for credit losses and the method used depends on the status of the underlying loans. Non-performing loans primarily utilize a collateral specific fair value impairment method and performing loans primarily utilize a historical loss method. The performing loan method utilizes a probability of default (PD) and loss given default (LGD) modeling approach for historical loss coupled with a macroeconomic factor analysis derived from a statistical regression of loss experience correlated to changes in economic factors for all commercial banks operating within our geographical footprint. The macroeconomic regression is based on a multivariate approach and includes key indicators that provide the highest cumulative adjusted R-square figure. Economic factors include, but are not limited to, national unemployment, gross domestic product, market interest rates and property pricing indices. To arrive at the most predictive calculation, a lag factor was applied to these inputs, resulting in current and historic economic inputs driving the projection of loss over our reasonable and supportable forecast period, which management has defined as 12 months for all portfolio segments. Following the reasonable and supportable forecast period, loss experience immediately reverts to the current historical loss experience of the Company. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon quarterly trend assessments in projected economic sentiment, portfolio concentrations, policy exceptions, personnel retention, independent loan review results, collateral considerations, risk ratings and competition. The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors. The resultant loss rates are applied to the estimated future exposure at default (EAD), as determined based on contractual amortization terms through an average default month and estimated prepayment experience in arriving at the quantitative reserve within our allowance for credit losses.

The allowance represents management’s best estimate, but significant changes in circumstances relating to loan quality and economic conditions could result in significantly different results than what is reflected in the consolidated balance sheet as of December 31, 2022. Likewise, an improvement in loan quality or economic conditions may allow for a further reduction in the required allowance. Changing credit conditions would be expected to impact realized losses driving variability in specifically assessed allowances, as well as calculated quantitative and more subjectively analyzed qualitative factors. Depending on the volatility in these conditions, material impacts could be realized within the Company’s operations. Likewise, changing economic conditions, both positive and negative, to the extent significant could result in unexpected realization of provision or reversal of allowance for credit losses due to its impact on the quantitative and qualitative inputs to the Company’s calculation. Under the CECL methodology, the impact of these conditions has the potential to further exacerbate periodic differences due to its life of loan perspective. The life of loans calculated under the methodology is based in contractual duration and modified for prepayment expectations, making significant variation in periodic results possible due to changing contractual or adjusted duration of the assets within the calculation.

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Goodwill: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified. Goodwill will be assessed more frequently if a triggering event occurs which indicates that the carrying value of the asset might be impaired. We have selected December 31 as the date to perform our annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life. For the year ended December 31, 2022, management performed a qualitative analysis and has determined that there was not evidence of a triggering event during the period then ended. Based on this qualitative analysis and conclusion, it was determined that a more robust quantitative assessment was not necessary at our measurement date.

For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and “NOTE 7 – GOODWILL AND CORE DEPOSIT INTANGIBLES” in the Notes to Consolidated Financial Statements.

Results of Operations

We generate most of our revenue from interest income and fees on loans, interest and dividends on investment securities and non-interest income, such as service charges and fees, debit card income and mortgage banking income. We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.

Changes in interest rates earned on interest-earning assets or incurred on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic change in net interest income. Fluctuations in interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international circumstances and 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 Arkansas, Kansas, Missouri and Oklahoma, as well as developments affecting the consumer, commercial and real estate sectors within these markets.

For information comparing our results of operations for the year ended December 31, 2021, to year ended December 31, 2020, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 9, 2022.

Net Income

Year ended December 31, 2022, compared with year ended December 31, 2021

For the year ended December 31, 2022, there was net income allocable to common stockholders of $57.7 million, compared to a net income allocable to common stockholders of $52.5 million for the year ended December 31, 2021, an increase of $5.2 million. This change was primarily driven by increases in net interest income after provision for loan losses of $11.6 million and non-interest income of $3.1 million, partially offset by an increase in non-interest expense of $8.9 million. The changes in the components of net income are discussed in more detail below in the following sections of “Results of Operations.”

Net Interest Income and Net Interest Margin Analysis

Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread and (4) net interest margin. 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 net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change,” and it is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “yield/rate change.”

The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the years ended December 31, 2022, 2021,

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and 2020. The yields and rates are calculated by dividing income or expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

December 31, 2022December 31, 2021December 31, 2020
(Dollars in thousands)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)
Interest-earning assets
Loans(1)
Commercial and industrial$583,295$32,2585.53%$714,561$41,5805.82%$763,971$35,6014.66%
Commercial real estate1,259,25765,1225.17%1,040,44348,6764.68%952,08250,6675.32%
Real estate construction363,90218,2695.02%277,30710,2563.70%238,01510,9474.60%
Residential real estate597,19622,0043.68%498,16419,3413.88%449,78919,8944.42%
Agricultural real estate201,29511,3995.66%153,6078,1225.29%133,8138,0085.98%
Agricultural125,3426,6975.34%108,2765,3614.95%88,2064,9445.61%
Consumer102,1855,1105.00%88,3833,9984.52%70,0644,6036.57%
Total loans3,232,472160,8594.98%2,880,741137,3344.77%2,695,940134,6645.00%
Taxable securities1,185,75022,7131.92%976,94215,9961.64%727,45115,5212.13%
Nontaxable securities106,9552,6982.52%105,5222,8432.69%122,7833,6823.00%
Federal funds sold and other107,2781,9781.84%182,4431,1950.65%112,0531,6941.51%
Total interest-earning assets4,632,455188,2484.06%4,145,648157,3683.80%3,658,227155,5614.25%
Non-interest-earning assets
Other real estate owned, net10,14410,5107,578
Premises and equipment, net102,16593,53986,487
Bank-owned life insurance121,741103,25575,998
Goodwill and other intangibles, net67,74750,831130,329
Other non-interest-earning assets88,86028,01741,089
Total assets$5,023,112$4,431,800$3,999,708
Interest-bearing liabilities
Interest-bearing demand deposits$1,124,8287,2480.64%$1,032,9382,1650.21%$805,6513,1570.39%
Savings and money market1,308,5363,5490.27%1,129,8691,5400.14%989,4572,7360.28%
Savings, NOW and money market2,433,36410,7970.44%2,162,8073,7050.17%1,795,1085,8930.33%
Certificates of deposit663,7905,5240.83%625,5624,5500.73%704,92110,6891.52%
Total interest-bearing deposits3,097,15416,3210.53%2,788,3698,2550.30%2,500,02916,5820.66%
FHLB term and line of credit advances79,7752,0942.63%16,7971691.01%213,1552,2921.08%
Federal Reserve Bank discount window30.25%30.25%2,46260.24%
Bank stock loan%%12,0614153.44%
Subordinated borrowings96,1336,7717.04%89,7856,2616.97%49,5003,5097.09%
Other borrowings55,0362320.42%45,8191040.23%45,0411050.23%
Total interest-bearing liabilities3,328,10125,4180.76%2,940,77314,7890.50%2,822,24822,9090.81%
Non-interest-bearing liabilities and stockholders’ equity
Non-interest-bearing checking accounts1,203,1671,021,261678,713
Non-interest-bearing liabilities50,96222,97134,139
Stockholders’ equity440,882446,795464,608
Total liabilities and stockholders’ equity$5,023,112$4,431,800$3,999,708
Net interest income$162,830$142,579$132,652
Interest rate spread3.30%3.30%3.44%
Net interest margin(2)3.51%3.44%3.63%
Total cost of deposits, including non-interest bearing deposits$4,300,321$16,3210.38%$3,809,630$8,2550.22%$3,178,742$16,5820.52%
Average interest-earning assets to interest-bearing liabilities139.19%140.97%129.62%

(1)Average loan balances include nonaccrual loans, hedge fair value adjustments and merger fair value adjustments.

(2)Net interest margin is calculated by dividing net interest income by average interest-earning assets for the period.

(3)Tax exempt income is not included in the above table on a tax equivalent basis.

(4)Actual unrounded values are used to calculate the reported yield or rate disclosed. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.

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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates. The following table analyzes the change in volume variances and yield/rate variances for the year ended December 31, 2022, as compared to the year ended December 31, 2021, and the year ended December 31, 2021, as compared to the year ended December 31, 2020.

Analysis of Changes in Net Interest Income

2022 vs. 20212021 vs. 2020
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)Volume(1)Yield/Rate(1)TotalVolume(1)Yield/Rate(1)Total
Interest-earning assets
Loans
Commercial and industrial$(7,340)$(1,982)$(9,322)$(2,421)$8,400$5,979
Commercial real estate10,9565,49016,4464,455(6,446)(1,991)
Real estate construction3,7364,2778,0131,645(2,336)(691)
Residential real estate3,689(1,026)2,6632,017(2,570)(553)
Agricultural real estate2,6676103,2771,107(993)114
Agricultural8894471,3361,038(621)417
Consumer6644481,1121,032(1,637)(605)
Total loans15,2618,26423,5258,873(6,203)2,670
Taxable securities3,7432,9746,7174,586(4,111)475
Nontaxable securities38(183)(145)(487)(352)(839)
Federal funds sold and other(658)1,441783748(1,247)(499)
Total interest-earning assets$18,384$12,496$30,880$13,720$(11,913)$1,807
Interest-bearing liabilities
Savings, NOW and money market$486$6,606$7,092$1,079$(3,267)$(2,188)
Certificates of deposit290684974(1,092)(5,047)(6,139)
Total interest-bearing deposits7767,2908,066(13)(8,314)(8,327)
FHLB term and line of credit advances1,3485771,925(1,989)(134)(2,123)
Federal Reserve Bank discount window(6)(6)
Bank stock loan(415)(415)
Subordinated borrowings446645102,810(58)2,752
Other borrowings251031281(2)(1)
Total interest-bearing liabilities2,5958,03410,629388(8,508)(8,120)
Net Interest Income$15,789$4,462$20,251$13,332$(3,405)$9,927

(1)The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume. The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Year ended December 31, 2022, compared with year ended December 31, 2021

The increase in net interest income before the provision for credit losses is primarily due to the increase in the volume of interest-earnings assets and a 26 basis point increase in average rates of interest-earning assets, partially offset by a 26 basis point increase in yields on interest bearing liabilities. The increase in average volume of interest-earning assets was primarily due to increases in loans.

The increase in interest income was driven by the $351.7 million increase in average loan volume. The average balance of commercial real estate increased by $218.8 million, or 21.0%, and the average yield increased by 49 basis points for the year ended December 31, 2022, the average balance of residential real estate increased by $99.0 million, or 19.9%, and the average yield decreased by 20 basis points, real estate construction increased by $86.6 million or 31.2% and the average yield increased by 132 basis points for the year ended December 31, 2022, offset by a decrease in the average balance of commercial and industrial of $131.3 million for the year ended December 31, 2022. The impact to net interest income from loan fees for the year ended December 31, 2022, was $2.5 million compared to $19.5 million for the year ended December 31, 2021. Additionally, the average balance of taxable securities increased by $208.8 million or 21.4% and an increase in the average yield of 28 basis points, for the year ended December 31, 2022.

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Average balance of interest bearing deposits increased by $308.8 million, or 11.1%, and the average cost increased by 23 basis points for the year ended December 31, 2022. The average balances of borrowings from the FHLB increased by $63.0 million from an average balance of $16.8 million for the year ended December 31, 2021, to an average balance of $79.8 million for the year ended December 31, 2022, coupled with a 162 basis point increase in average borrowing cost resulted in a increase in interest expense of $1.9 million. The increase in FHLB borrowings was used to fund the increases in loan and investment securities volume. The interest expense on subordinated borrowings for the year ended December 31, 2022, was $6.8 million compared to $6.3 million for the year ended December 31, 2021, an increase of $510 thousand. Total cost of interest-bearing liabilities increased 26 basis points to 0.76% for the year ended December 31, 2022, from 0.50% for the year ended December 31, 2021.

Net interest spread remained unchanged at 3.30% at December 31, 2022 and 2021 primarily due to the increase in the cost of interest-bearing liabilities keeping pace with the increase in the yield on interest-earning assets. The overall driver of market interest rate changes in 2022 was primarily due to the Federal Reserve raising the federal funds target rate seven times during the calendar year 2022 that totaled 425 basis points, with more increases expected in 2023. The increase in net interest margin is largely due to increases in the volume and to a lesser extent, interest rates on interest-earning assets, including loans and taxable securities offset by the increases in interest rates and to a lesser extent volume, on interest-bearing liabilities, including deposits and FHLB advances.

Provision for Credit Losses

We maintain an allowance for credit losses for estimated losses in our loan portfolio. The allowance for credit losses is increased by a provision for credit losses, which is a charge to earnings, and subsequent recoveries of amounts previously charged-off, but is decreased by charge-offs when the collectability of a loan balance is unlikely. Management estimates the allowance balance required using past loan loss experience within the Company’s portfolio. This historical loss calculation is then modified to reflect quantitative economic circumstances based on evidenced economic conditions and regression formulas which incorporate lag factors in identifying a sufficiently predictive adjusted-R square as well as qualitative factors not inherently reflected in our historical loss or quantitative economic inputs. Included in our qualitative assessment is the consideration of prospective economic conditions over the next 12 months, considered the Company’s reasonable and supportable forecast period. As these factors change, the amount of the credit loss provision changes.

Year ended December 31, 2022, compared with year ended December 31, 2021

There was a $125 thousand provision for credit losses for the year ended December 31, 2022, compared to a reversal of provision for credit losses of $8.5 million for the year ended December 31, 2021. The provision for credit losses recorded during the period ended December 31, 2022, is the result of overall portfolio loan growth, slowing prepayment rates, increases in management qualitative adjustments and net charge-offs during the period which were partially offset by decreases in historical loss rates and decreases in specific impairment. The decrease in impairments on specifically evaluated loans was primarily due to loans returning to performing status and to a lesser extent, the charge-off of loans deemed uncollectible.

For additional detail see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Allowance for Credit Losses.” Net charge-offs for the year ended December 31, 2022, were $2.6 million as compared to net charge-offs of $8.7 million for the year ended December 31, 2021. For the year ended December 31, 2022, gross charge-offs were $3.3 million offset by gross recoveries of $700 thousand. In comparison, gross charge-offs were $11.4 million for the year ended December 31, 2021, offset by gross recoveries of $2.7 million.

Non-Interest Income

The primary sources of non-interest income are service charges and fees, debit card income, mortgage banking income, increases in the value of bank-owned life insurance, investment referral income, the recovery of zero-basis purchased loans, net gains on the sale of available-for-sale securities and other securities transactions. Non-interest income does not include loan origination or other loan fees which are recognized as an adjustment to yield using the interest method.

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The following table provides a comparison of the major components of non-interest income for the years ended December 31, 2022, 2021, and 2020.

Non-Interest Income

For the Years Ended December 31,

2022 vs. 20212021 vs. 2020
(Dollars in thousands)202220212020Change%Change%
Service charges and fees$10,632$8,596$6,856$2,03623.7%$1,74025.4%
Debit card income10,67710,2369,1364414.3%1,10012.0%
Mortgage banking1,4163,3063,153(1,890)(57.2)%1534.9%
Increase in value of bank-owned life insurance3,1133,5061,941(393)(11.2)%1,56580.6%
Other
Investment referral income539678567(139)(20.5)%11119.6%
Trust income1,0361,140433(104)(9.1)%707163.3%
Insurance sales commissions566545275213.9%27098.2%
Recovery on zero-basis purchased loans24985134164192.9%(49)(36.6)%
Income (loss) from equity method investments(222)(222)(210)%(12)5.7%
Other non-interest income6,9843,9811,5823,00375.4%2,399151.6%
Total other9,1526,2072,7812,94547.4%3,426123.2%
Subtotal34,99031,85123,8673,1399.9%7,98433.5%
Gain on acquisition9625852,14537764.4%(1,560)(72.7)%
Net gain (loss) from securities transactions540611(401)(98.8)%3953,590.9%
Total non-interest income$35,957$32,842$26,023$3,1159.5%$6,81926.2%

Year ended December 31, 2022, compared with year ended December 31, 2021

Non-interest income improved in 2022 by 9.5% driven by continued expansion of customer service charges and recovery on zero-basis purchased loans as well as loan repurchase obligation reversal fees, credit card fees and check commission which are included in ‘Other non-interest income’ and collectively improved by $2.0 million reflecting the Company’s continued emphasis on offering innovative products to our customer base.

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Non-Interest Expense

The following table provides a comparison of the major components of non-interest expense for the years ended December 31, 2022, 2021, and 2020.

Non-Interest Expense

For the Year Ended December 31,

2022 vs. 20212021 vs. 2020
(Dollars in thousands)202220212020Change%Change%
Salaries and employee benefits$62,006$54,198$54,129$7,80814.4%$690.1%
Net occupancy and equipment12,22310,1378,7842,08620.6%1,35315.4%
Data processing15,88313,26110,9912,62219.8%2,27020.7%
Professional fees4,9514,7134,2822385.0%43110.1%
Advertising and business development5,0423,3702,4981,67249.6%87234.9%
Telecommunications1,9161,9661,873(50)(2.5)%935.0%
FDIC insurance1,1401,6652,088(525)(31.5)%(423)(20.3)%
Courier and postage1,8811,4291,44145231.6%(12)(0.8)%
Free nationwide ATM expense2,1032,0191,609844.2%41025.5%
Amortization of core deposit intangibles4,0424,1743,850(132)(3.2)%3248.4%
Loan expense828934789(106)(11.3)%14518.4%
Other real estate owned589(188)2,310777(413.3)%(2,498)(108.1)%
Loss on debt extinguishment372(372)100.0%372%
Other15,18212,2269,2162,95624.2%3,01032.7%
Subtotal127,786110,276103,86017,51015.9%6,4166.2%
Merger expenses5949,189299(8,595)(93.5)%8,8902,973.2%
Goodwill impairment104,831%(104,831)(100.0)%
Total non-interest expense$128,380$119,465$208,990$8,9157.5%$(89,525)(42.8)%

Year ended December 31, 2022, compared with year ended December 31, 2021

The increase in non-interest expense was primarily due to increases in salaries and employee benefits of $7.8 million, other non-interest expense of $3.0 million, data processing of $2.6 million and net occupancy and equipment of $2.1 million, offset by a decrease in merger expenses of $8.6 million. These items and other changes in the various components of non-interest expense are discussed in more detail below.

Salaries and employee benefits: There was a $7.8 million increase in salaries and benefits for the year ended December 31, 2022, as compared to the year ended December 31, 2021. This increase reflects the full year effect of the addition of staff related to the October 2021 ASBI acquisition and the December 2021 Security acquisition. Additionally, for the year ended December 31, 2022, there was an increase in share-based compensation expense of $697 thousand, employee insurance of $408 thousand and employee payroll taxes of $362 thousand. Included in salaries and employee benefits is share-based compensation expense of $3.3 million for the year ended December 31, 2022, and $2.6 million for the year ended December 31, 2021.

Net occupancy and equipment: Net occupancy and equipment includes expenses related to the use of premises and equipment, such as depreciation, operating lease payments, repairs and maintenance, insurance, property taxes and utilities, net of incidental rental income of excess facilities. The increase reflects the full year effect of the October 2021 ASBI acquisition and the December 2021 Security acquisition as well as increases in maintenance and repair on buildings, furniture and equipment of $451 thousand and operating lease expenses of $262 thousand.

Data processing: The $2.6 million increase was principally due to increased data processing/debit card expense of $1.5 million and software license expenses of $615 thousand.

Advertising and business development: The $1.7 million increase was principally due to increased advertising media expense of $867 thousand driven by deposit campaigns and community sponsorships of $529 thousand.

Professional fees: The increase of $238 thousand was principally due to an increase in accounting fees of $248 thousand, partially offset by a decrease in consulting fees of $104 thousand.

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Other real estate owned: As detailed in “NOTE 5 – OTHER REAL ESTATE OWNED” in the Notes to Consolidated Financial Statements, other real estate owned expenses, including provision for unrealized losses, were $2.0 million, partially offset by gains on sale and transfer to other real estate of $422 thousand and income from other real estate owned properties of $1.0 million, for the year ended December 31, 2022.

Other: Other non-interest expenses consists of subscriptions, memberships and dues, employee expenses including travel, meals, entertainment and education, supplies, printing, insurance, account related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets, losses net of gains on the sale of repossessed assets other than real estate, other operating expenses, such as settlement of claims, limited partnership tax credits and provision for unfunded commitments. There was a $3.0 million increase in other non-interest expense for the year ended December 31, 2022, as compared to the year ended December 31, 2021. This increase was primarily due to increases in write-off of tax credit investments of $762 thousand, ATM and debit card losses of $645 thousand, employee expenses including hotel and travel of $532 thousand, CRA partnership losses of $407 thousand and recruiting of $236 thousand.

Merger expenses: Merger expenses include legal, advisory and accounting fees associated with services to facilitate the acquisition of other banks. Merger expenses also include data processing conversion costs and costs associated with the integration of personnel, processes, facilities and employee bonuses. During 2022, the Company incurred merger expenses of $439 thousand related to the ASBI acquisition, $137 thousand related to the Security acquisition and $18 thousand related to the branch sale to United Bank and Trust.

Efficiency Ratio

The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of our performance and is not defined under GAAP. Our efficiency ratio is computed by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on sales of and settlement of securities and gain on acquisition. Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources. The ratio defined under GAAP that is most comparable to the efficiency ratio is non-interest expense to net interest income plus non-interest income which is discussed in “Results of Operations – Non-GAAP Financial Measures.”

The Company’s non-interest expense, less goodwill impairment, to net interest income plus non-interest income decreased from the period ended December 31, 2021, to December 31, 2022, primarily due to net interest income plus non-interest income increasing at a higher rate than non-interest expense less goodwill impairment, as discussed in “Results of Operations – Non-GAAP Financial Measures.” The efficiency ratio increased during the same time period due to non-interest expense, excluding goodwill impairment and merger expenses, increasing at a higher proportional rate than net interest income and non-interest income, excluding net gains on security transactions and gain on acquisition, as discussed in “Results of Operations – Net Interest Income and Net Interest Margin Analysis” and “Results of Operations – Non-Interest Income.”

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income, the amount of non-deductible expenses and available tax credits.

Year ended December 31, 2022, compared with year ended December 31, 2021

The effective income tax rate for the year ended December 31, 2022, was 17.9% as compared to the U.S. statutory rate of 21.0%. The effective income tax rate for the year ended December 31, 2021, was 18.5% as compared to the U.S. statutory rate of 21.0%. As detailed in “NOTE 15 – INCOME TAXES” in the Notes to Consolidated Financial Statements, the income tax rates differed from the U.S. statutory rates primarily due to non-taxable income, non-deductible expenses, and tax credits. The Company made an investment in solar tax credits during the years ended December 31, 2021 and December 31, 2022 which impacted the effective income tax rate for each period.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this annual report 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.

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Unlike many industrial companies, substantially all 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.

Financial Condition

Overview

Our total assets decreased $156.0 million, or 3.0%, from $5.14 billion at December 31, 2021, to $4.98 billion at December 31, 2022. The decrease in total assets was primarily from decreases in cash and cash equivalents of $157.9 million and securities of $141.1 million, partially offset by an increase in loans of $158.4 million. Our total liabilities decreased $65.4 million, or 1.4%, from $4.64 billion at December 31, 2021, to $4.57 billion at December 31, 2022. The decrease in total liabilities was from decreases in total deposits of $178.2 million, partially offset by an increase in FHLB advances debt of $138.9 million. Our total stockholders’ equity decreased $90.6 million, or 18.1%, from $500.6 million at December 31, 2021, to $410.1 million at December 31, 2022.

Loan Portfolio

Loans are the largest category of earning assets and typically provide higher yields than other types of earning assets. Gross loans (excluding the effect of branch sales during 2022) held for investment increased by $182.1 million, or 5.8%, compared with December 31, 2021. Growth consisted of $235.9 million, or 15.9%, from commercial real estate, $27.9 million, or 4.9%, from commercial and industrial, from $24.5 million, or 12.4%, from agricultural real estate and from $7.7 million, or 7.8%, from consumer, offset by decreases of $67.0 million, or 10.5% and from residential real estate, $47.0 million, or 28.1%, from agricultural. We also had a decrease in loans classified as held for sale of $3.9 million, or 91.7%, from December 31, 2021.

Our loan portfolio consists of various types of loans, most of which are made to borrowers located in the Wichita, Kansas City and Tulsa MSAs, as well as various community markets throughout Arkansas, Kansas, Missouri and Oklahoma. Although the portfolio is diversified and generally secured by various types of collateral, the majority of our loan portfolio consists of commercial and industrial and commercial real estate loans and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economic conditions in Arkansas, Kansas, Missouri and Oklahoma.

At December 31, 2022, gross total loans were 78.1% of deposits and 66.5% of total assets. At December 31, 2021, gross total loans were 71.5% of deposits and 61.5% of total assets.

The organic, or non-acquired, growth in our loan portfolio is attributable to our ability to attract new customers from other financial institutions and overall growth in our markets. Our lending staff has been successful in building banking relationships with new customers. Several new lenders have been hired in our markets and these employees have been successful in transitioning their former clients and attracting new clients. Lending activities originate from the efforts of our lenders with an emphasis on lending to individuals, professionals, small to medium-sized businesses and commercial companies located in the Wichita, Kansas City and Tulsa MSAs, as well as community markets in Arkansas, Kansas, Missouri and Oklahoma.

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The following table summarizes our loan portfolio by type of loan as of the dates indicated.

Composition of Loan Portfolio

December 31,
202220212020
AmountPercentAmountPercentAmountPercent
(Dollars in thousands)
Commercial and industrial$594,86318.0%$567,49718.0%$734,49528.3%
Real estate loans:
Commercial real estate1,721,26852.0%1,486,14847.1%1,188,69645.9%
Residential real estate570,55017.2%638,08720.2%381,95814.7%
Agricultural real estate199,1896.0%198,3306.3%133,6935.2%
Total real estate loans2,491,00775.2%2,322,56573.6%1,704,34765.8%
Agricultural120,0033.6%166,9755.3%94,3223.6%
Consumer105,6753.2%98,5903.1%58,5322.3%
Total loans held for investment$3,311,548100.0%$3,155,627100.0%$2,591,696100.0%
Total loans held for sale$349100.0%$4,214100.0%$12,394100.0%
Total loans held for investment (net of allowances)$3,265,701100.0%$3,107,262100.0%$2,557,987100.0%

Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, to provide working capital or meet other financing needs of the business.

Commercial real estate: Commercial real estate loans include all loans secured by nonfarm nonresidential properties and multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.

Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences.

Agricultural real estate, Agricultural, Consumer and other: Agricultural real estate loans are loans related to farmland. Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. Consumer loans are generally secured by consumer assets but may be unsecured.

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2022, and December 31, 2021, are summarized in the following tables.

Loan Maturity and Sensitivity to Changes in Interest Rates

As of December 31, 2022
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$194,487$310,839$84,930$4,607$594,863
Real Estate:
Commercial real estate331,2261,042,683279,75967,6001,721,268
Residential real estate1,2939,647122,509437,101570,550
Agricultural real estate47,696112,38731,2957,811199,189
Total real estate380,2151,164,717433,563512,5122,491,007
Agricultural79,05532,6883,7144,546120,003
Consumer35,02645,25823,0912,300105,675
Total$688,783$1,553,502$545,298$523,965$3,311,548
Loans with a predetermined fixed interest rate$218,417$771,980$181,239$306,537$1,478,173
Loans with an adjustable/floating interest rate470,366781,522364,059217,4281,833,375
Total$688,783$1,553,502$545,298$523,965$3,311,548

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As of December 31, 2021
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$172,409$300,312$88,124$6,652$567,497
Real Estate:
Commercial real estate247,339834,277355,47949,0531,486,148
Residential real estate6,59414,066136,994480,433638,087
Agricultural real estate53,70383,86147,17613,590198,330
Total real estate307,636932,204539,649543,0762,322,565
Agricultural113,13841,0036,8096,025166,975
Consumer36,71440,36118,3523,16398,590
Total$629,897$1,313,880$652,934$558,916$3,155,627
Loans with a predetermined fixed interest rate$258,334$875,796$235,609$334,122$1,703,861
Loans with an adjustable/floating interest rate371,563438,084417,325224,7941,451,766
Total$629,897$1,313,880$652,934$558,916$3,155,627

Nonperforming Assets

The following table presents information regarding nonperforming assets at the dates indicated.

Nonperforming Assets

As of December 31,
202220212020
(Dollars in thousands)
Nonaccrual loans$17,601$29,361$43,689
Accruing loans 90 or more days past due256143
OREO acquired through foreclosure, net6007,58210,698
Other repossessed assets4728,79967
Total nonperforming assets$18,248$65,998$54,597
Ratios:
Nonperforming assets to total assets0.37%1.28%1.36%
Nonperforming assets to total loans plus OREO0.55%2.09%2.10%

Nonperforming assets (“NPAs”) include loans on nonaccrual status, accruing loans 90 or more days past due, restructured loans, other real estate acquired through foreclosure and other repossessed assets. The change in nonperforming assets is primarily due to nonaccrual loans moving back to performing status and by the Company's liquidation of OREO and other repossessed assets during 2022.

The nonperforming loans at December 31, 2022, consisted of 196 separate credits and 163 separate borrowers. We had seven nonperforming loan relationships each with outstanding balances exceeding $1.0 million as of December 31, 2022. There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by lenders and we also monitor delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

Regulatory Loan Classification

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. Loans are analyzed individually and classified based on credit risk. Consumer loans are considered pass

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credits unless downgraded due to payment status or reviewed as part of a larger credit relationship. We use the following definitions for risk ratings:

Pass: Loans classified as pass include all loans that do not fall under one of the three following categories. These loans are considered unclassified.

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of our credit position at some future date. These loans are considered classified.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. These loans are considered classified.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. These loans are considered classified.

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. Potential problem loans are assigned a grade of special mention or substandard. At December 31, 2022, the Company had $37.6 million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $32.6 million at December 31, 2021.

For additional information about the risk category by class of loans see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements. At December 31, 2022, loans considered unclassified increased to 98.2% of total loans from 96.8% of total loans at December 31, 2021.

Risk Category of Loans by Class

As of December 31, 2022
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$566,549$28,314$594,863
Real estate:
Commercial real estate1,714,7936,4751,721,268
Residential real estate567,1793,371570,550
Agricultural real estate186,76012,429199,189
Total real estate2,468,73222,2752,491,007
Agricultural112,8807,123120,003
Consumer105,328347105,675
Total$3,253,489$58,059$3,311,548
As of December 31, 2021
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$530,783$36,714$567,497
Real estate:
Commercial real estate1,454,54531,6031,486,148
Residential real estate632,9735,114638,087
Agricultural real estate184,42813,902198,330
Total real estate2,271,94650,6192,322,565
Agricultural152,49714,478166,975
Consumer98,26832298,590
Total$3,053,494$102,133$3,155,627

For additional information see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements.

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In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and, as an important element, to consider when underwriting loans secured in part or in whole by real estate. The value of real estate collateral provides additional support to the borrower’s credit capacity.

With respect to potential problem loans, all monitored and under-performing loans are reviewed and individually evaluated for credit loss. If we determine that a loan has individually assessed credit loss, then we evaluate the borrower’s overall financial condition to determine the need, if any, for possible write downs or appropriate additions to the allowance for credit losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.

Allowance for Credit Losses

Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our allowance policy.

In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans. For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

Analysis of allowance for credit losses: At December 31, 2022, the allowance for credit losses totaled $45.8 million, or 1.38% of total loans. At December 31, 2021, the allowance for credit losses totaled $48.4 million, or 1.53% of total loans.

The $2.5 million reduction in the allowance for credit losses was the result of a $6.5 million increase in the allowance for credit losses on collectively evaluated loans offset by a $9.1 million decrease in specific reserves. The allowance for credit losses calculation on loans collectively evaluated at December 31, 2022, totaled $40.9 million, or 1.2%, of the $3.29 billion of the loans portfolio, compared to an allowance for credit losses of $34.3 million, or 1.14%, of the $3.06 billion in loans collectively evaluated at December 31, 2021. The increase in the collectively evaluated calculation was primarily the result of a $2.5 million increase in estimated historical losses based on historical loss rates coupled with a $4.1 million increase in management qualitative adjustment which is the Company's estimated increase in historical loss rates from current economic conditions. The overall decrease in the allowance as a percentage of total loans is primarily the result of decreases in the allowance on loans specifically evaluated for credit losses and the increase in overall loan balances from December 31, 2021, to December 31, 2022 of $155.9 million.

Net losses as a percentage of average loans was 0.08% for the twelve months ended December 31, 2022, as compared to 0.30% for the twelve months ended December 31, 2021, and 0.10% for the twelve months ended December 31, 2020.

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The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data.

Allowance for Credit Losses

(Dollars in thousands)

December 31, 2022Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$16,731$14,951$8,608$819$2,457$2,281$45,847
Total loans outstanding (1)1,721,268594,863570,550199,189120,003105,6753,311,548
Net charge-offs1,1935905627357422,643
Average loan balance (1)1,623,159583,295595,494201,295125,342102,1863,230,771
Non-accrual loan balance2,6895,8383,2062,0523,46834817,601
Loans to total loans outstanding52.0%18.0%17.2%6.0%3.6%3.2%100.0%
ACL to total loans1.0%2.5%1.5%0.4%2.0%2.2%1.4%
Net charge-offs to average loans0.1%0.1%%%%0.7%0.1%
Non-accrual loans to total loans0.2%1.0%0.6%1.0%2.9%0.3%0.5%
ACL to non-accrual loans622.2%256.1%268.5%39.9%70.8%655.5%260.5%
December 31, 2021Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$22,478$12,248$5,560$2,235$3,756$2,088$48,365
Total loans outstanding (1)1,486,148567,497638,087198,330166,97598,5903,155,627
Net charge-offs(129)7,870(52)473(21)5048,645
Average loan balance (1)1,317,750714,561491,747153,607108,27688,3832,874,324
Non-accrual loan balance6,8336,5575,0754,3986,17532329,361
Loans to total loans outstanding47.1%18.0%20.2%6.3%5.3%3.1%100.0%
ACL to total loans1.5%2.2%0.9%1.1%2.2%2.1%1.5%
Net charge-offs to average loans%1.1%%0.3%%0.6%0.3%
Non-accrual loans to total loans0.5%1.2%0.8%2.2%3.7%0.3%0.9%
ACL to non-accrual loans329.0%186.8%109.6%50.8%60.8%646.4%164.7%
December 31, 2020Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for loan losses$9,012$12,456$4,559$904$758$6,020$33,709
Total loans outstanding (1)1,188,696734,495381,958133,69394,32258,5322,591,696
Net charge-offs2191,24840117337342,778
Average loan balance (1)1,190,097763,971443,312133,81388,20670,0642,689,463
Non-accrual loan balance7,58223,4572,9554,1115,31227243,689
Loans to total loans outstanding45.9%28.3%14.7%5.2%3.6%2.3%100.0%
ACL to total loans0.8%1.7%1.2%0.7%0.8%10.3%1.3%
Net charge-offs to average loans%0.2%0.1%0.1%%1.0%0.1%
Non-accrual loans to total loans0.6%3.2%0.8%3.1%5.6%0.5%1.7%
ACL to non-accrual loans118.9%53.1%154.3%22.0%14.3%2,213.2%77.2%

(1)
Excluding loans held for sale.

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Management believes that the allowance for credit losses at December 31, 2022, is adequate to cover current expected losses in the loan portfolio as of such date. There can be no assurance, however, that we will not sustain losses in future periods that could be substantial in relation to the size of the allowance at December 31, 2022.

Securities

We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements. At December 31, 2022, securities represented 23.8% of total assets compared with 25.8% at December 31, 2021.

At the date of purchase, debt securities are classified into one of two categories, held-to-maturity or available-for-sale. We do not purchase securities for trading purposes. At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities are classified as held-to-maturity and carried at cost, adjusted for the amortization of premiums and the accretion of discounts, in the financial statements only if management has the positive intent and ability to hold those securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of deferred income tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in total interest and dividend income. Also included in total interest and dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka. These stock investments are stated at cost.

The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown.

Available-For-Sale Securities

December 31,
20222021
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
U.S. Government-sponsored entities$123,196$106,406$124,898$123,407
U.S. Treasury securities257,690232,158157,289155,602
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities560,776498,606661,584664,887
Private label residential mortgage-backed securities190,889163,560173,717171,688
Corporate56,64252,37452,55553,777
Small Business Administration loan pools12,91512,18116,56816,475
State and local subdivisions130,311119,105138,404141,606
Total available-for-sale securities$1,332,419$1,184,390$1,325,015$1,327,442

The following table summarizes the amortized cost and fair value by classification of held-to-maturity securities as of the dates shown.

Held-To-Maturity Securities

December 31,
20222021
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities$1,108$1,108$$
State and local subdivisions840865
Total held-to-maturity securities$1,948$1,973$$

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The following tables summarize the contractual maturity of debt securities and their weighted average yields as of December 31, 2022, and December 31, 2021. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. Available-for-sale securities are shown at fair value and held-to-maturity securities are shown at cost, adjusted for the amortization of premiums and the accretion of discounts. There were no held-to-maturity securities at December 31, 2021.

December 31, 2022
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities$%$49,1000.74%$54,0941.51%$3,2121.96%$106,4061.17%
U.S. Treasury securities%222,5521.18%9,6061.32%%232,1581.19%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%89,6981.44%161,3541.86%247,5542.50%498,6062.10%
Private label residential mortgage-backed securities%%%163,5602.21%163,5602.21%
Corporate%7,9046.20%44,4704.65%%52,3744.88%
Small Business Administration loan pools%%7,6763.53%4,5051.79%12,1812.89%
State and political subdivisions(1)4,9582.61%18,6012.42%42,0882.31%53,4582.50%119,1052.43%
Total available-for-sale securities4,9582.61%387,8551.35%319,2882.27%472,2892.39%1,184,3902.02%
Held-to-maturity securities:
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities0.00%0.00%0.00%1,1084.96%1,1084.96%
State and political subdivisions(1)0.00%0.00%0.00%8404.57%8404.57%
Total held-to-maturity securities0.00%0.00%0.00%1,9484.79%1,9484.79%
Total debt securities$4,9582.61%$387,8551.35%$319,2882.27%$474,2372.40%$1,186,3382.02%

(1)
The calculated yield is not calculated on a tax equivalent basis.

December 31, 2021
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. government-sponsored entities$1,0012.78%$29,5240.50%$84,8101.37%$8,0721.89%$123,4071.21%
U.S. treasury securities%48,0081.14%107,5941.10%%155,6021.11%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%69,7341.35%211,9651.65%383,1882.05%664,8871.85%
Private label residential mortgage-backed securities%%%171,6881.62%171,6881.62%
Corporate%%53,7774.18%%53,7774.18%
Small Business Administration loan pools%%9,6690.93%6,8061.76%16,4751.27%
State and political subdivisions(1)7,2592.60%21,0382.43%44,6402.26%68,6692.36%141,6062.35%
Total available-for-sale securities8,2602.62%168,3041.28%512,4551.79%638,4231.96%1,327,4421.81%
Total debt securities$8,2602.62%$168,3041.28%$512,4551.79%$638,4231.96%$1,327,4421.81%

(1)
The calculated yield is not calculated on a tax equivalent basis.

Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae, Freddie Mac and non-agency private label providers. Unlike U.S. Treasury and U.S. Government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities. Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments. As such, mortgage-backed securities purchased at a premium will generally produce decreasing net yields as interest rates drop because homeowners tend to refinance their mortgages resulting in prepayments and an acceleration of premium amortization. Securities purchased at a discount will reflect higher net yields in a decreasing interest rate environment as prepayments result in an acceleration of discount accretion.

The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time. Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives. At December 31, 2022, and December 31, 2021, 62.1% and 66.3% of the

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mortgage-backed securities held by us had contractual final maturities of more than ten years with a weighted average life of 5.1 years and 4.4 years and a modified duration of 4.3 years and 4.1 years.

Deposits

Our lending and investing activities are primarily funded by deposits. A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market and time deposits. We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy and personalized service to attract and retain these deposits.

The following table shows our composition of deposits at December 31, 2022, 2021, and 2020.

Composition of Deposits

December 31,
2022202120202022 vs. 20212021 vs. 2020
AmountPercent of TotalAmountPercent of TotalAmountPercent of TotalChange%Change%
(Dollars in thousands)
Non-interest-bearing demand$1,097,89925.9%$1,244,11728.1%$791,63922.9%$(146,218)(11.8)%$452,47857.2%
Interest-bearing demand and NOW accounts1,061,26425.0%1,202,40827.2%1,016,42429.5%(141,144)(11.7)%185,98418.3%
Savings and money market1,268,32029.9%1,319,88129.9%1,012,67329.4%(51,561)(3.9)%307,20830.3%
Time814,32419.2%653,59814.8%626,85418.2%160,72624.6%26,7444.3%
Total deposits$4,241,807100.0%$4,420,004100.0%$3,447,590100.0%$(178,197)(4.0)%$972,41428.2%

The following tables show deposits sold in 2022 branch dispositions, as of the time of such dispositions.

United Bank and Trust Branch Sale
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$15,81730.0%
Interest-bearing demand and Now accounts9,03917.2%
Savings and money market19,57637.1%
Time8,28215.7%
Total deposits$52,714100.0%
High Plains Bank Branch Sale
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$1,92510.1%
Interest-bearing demand and Now accounts3,66419.2%
Savings and money market7,30038.3%
Time6,16832.4%
Total deposits$19,057100.0%

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The following tables show deposits assumed in 2021 acquisitions, as of the time of such acquisitions.

ASBI Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$254,94438.1%
Interest-bearing demand and NOW accounts95,02314.2%
Savings and money market221,18733.1%
Time97,69514.6%
Total deposits$668,849100.0%
Security Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$19,72426.3%
Interest-bearing demand and NOW accounts13,71318.3%
Savings and money market26,13234.8%
Time15,50920.6%
Total deposits$75,078100.0%

The following table shows deposits assumed in 2020 acquisitions, as of the time of such acquisitions.

Almena Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$11,73718.8%
Interest-bearing demand and NOW accounts6,23810.0%
Savings and money market5,8359.3%
Time38,66261.9%
Total deposits$62,472100.0%

The following table shows the average deposit balance and average rate paid on deposits for the year ended December 31, 2022, 2021, and 2020.

Average Deposit Balances and Average Rate Paid

December 31,
202220212020
Average BalanceAverage Rate PaidAverage BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing demand$1,203,167%$1,021,261%$678,713%
Interest-bearing demand and NOW accounts1,124,8280.64%1,032,9380.21%805,6510.39%
Savings and money market1,308,5360.27%1,129,8690.14%989,4570.28%
Time663,7900.83%625,5620.73%704,9211.52%
Total deposits$4,300,321$3,809,630$3,178,742

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Included in interest-bearing demand deposits are Insured Cash Sweep (“ICS”) reciprocal demand deposit balances of $282.7 million at December 31, 2022, and $308.4 million at December 31, 2021, and $256.0 million at December 31, 2020. Also included in savings and money market deposits at December 31, 2022, 2021, and 2020, are ICS reciprocal money-market deposit balances of $17.7 million, $52.2 million, and $23.7 million. These balances represent customer funds placed in ICS that allow Equity Bank to break large demand and money-market deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit. These deposits are placed in ICS but are Equity Bank’s customer relationships that management views as core funding.

Included in time deposits are Certificate of Deposit Account Registry Service (“CDARS”) program balances of $11.8 million, $3.0 million, and $14.9 million at December 31, 2022 and 2021, and 2020. CDARS allows Equity Bank to break large deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit. Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lesser of 20% of total liabilities or $5.0 billion and Equity Bank is well capitalized and well rated. All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.

The following table provides information on the maturity distribution of time deposits of $250,000 or more as of December 31, 2022, and December 31, 2021.

December 31,
20222021
(Dollars in thousands)
3 months or less$40,578$88,969
Over 3 through 6 months51,365115,063
Over 6 through 12 months19,19114,047
Over 12 months34,58615,381
Total Time Deposits$145,720$233,460

Other Borrowed Funds

We utilize borrowings to supplement deposits to fund our lending and investing activities. Short-term borrowing and long-term borrowing consist of funds from the FHLB, federal funds purchased and retail repurchase agreements, a bank stock loan and subordinated debt. The Company continually has short-term borrowings which are disclosed in “NOTE 11 – BORROWINGS” and “NOTE 12 – SUBORDINATED DEBT.”

Federal funds purchased and retail repurchase agreements: We have available federal funds lines of credit with our correspondent banks. Retail repurchase agreements outstanding represent the purchase of interests in securities by banking customers. Retail repurchase agreements are stated at the amount of cash received in connection with the transaction. We do not account for any of our retail repurchase agreements as sales for accounting purposes in our financial statements. Retail repurchase agreements with banking customers are settled on the following business day. See “NOTE 11 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

FHLB advances: FHLB advances include both draws against our line of credit and fixed rate term advances. Each term advance is payable in full at its maturity date and contains a provision for prepayment penalties. Our FHLB borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements. See “NOTE 11 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

Bank stock loan: The Company maintains a borrowing facility through an unaffiliated financial institution. The terms of the loan require us and Equity Bank to maintain minimum capital ratios and other covenants. The loan and accrued interest may be prepaid at any time without penalty. In the event of default, the lender has the option to declare all outstanding balances as immediately due. For detailed information, see “NOTE 11 – BORROWINGS” in the Notes to Consolidated Financial Statements.

Subordinated debentures: In conjunction with the 2012 acquisition of First Community, we assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by us, FCB Capital Trust II and FCB Capital Trust III, (“CTII” and “CTIII,” respectively). In conjunction with the 2016 acquisition of Community First Bancshares, Inc., we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, Community First (AR) Statutory Trust I, (“CFSTI”). In conjunction with the 2021 acquisition of ASBI, we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, American State Bank Statutory Trust I, (“ASBSTI”). For additional information, see “NOTE 12 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

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Subordinated notes: In 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold a total of $75.0 million in aggregate principal amounts of its 7.00% Fixed-to-Floating Rate Subordinated Notes due in 2030. For additional information, see “NOTE 12 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

Liquidity

Market and public confidence in our financial strength and financial institutions, in general, will largely determine access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.

Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure our liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily, weekly and monthly basis.

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations and unexpected deposit outflows. In this process, we focus on both assets and liabilities and on the manner in which they combine to provide adequate liquidity to meet our needs.

During the years ended December 31, 2022, 2021, and 2020, our liquidity needs have primarily been met by core deposits, securities and loan maturities, as well as amortizing payment from investment securities and loans. Other funding sources include federal funds purchased, retail repurchase agreements, brokered certificates of deposit, subordinated notes and borrowings from the FHLB.

Our largest sources of funds are deposits, fed funds sold, retail repurchase agreements and subordinated debt, and our largest uses of funds are the origination or purchases of loans and investment securities purchases. Average loans were $3.23 billion for the year ended December 31, 2022, an increase of 12.2% over average loans of $2.88 billion for the year ended December 31, 2021. Excess deposits are primarily invested in our interest-bearing deposit account with the Kansas City Federal Reserve Bank, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth. Our investment securities portfolio has a weighted average life of 5.1 years and a modified duration of 4.4 years at December 31, 2022. We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, our core deposit base, FHLB advances and other borrowing relationships.

Cash Flow Overview

During 2022, operating activities provided $74.1 million of liquidity, which was offset by financing activities use of $15.4 million and investing activities use of $214.2 million of cash assets, ultimately decreasing total cash and cash equivalents by $155.5 million. The cash usage in investing activities was driven mostly by purchases of securities of $182.0 million and the net increase in loans held for investment of $181.9 million, partially offset by proceeds from securities of $168.4 million and proceeds from sale of foreclosed assets of $29.9 million. The cash usage in financing activities was driven mostly by decreases in deposits of $106.3 million and purchases of treasury stock of $33.2 million.

During 2021, operating and financing activities provided $102.7 million and $191.9 million of liquidity, respectively, which was partially offset by investing activities use of $315.3 million of cash assets, ultimately decreasing total cash and cash equivalents by $20.7 million. The cash usage in investing activities was driven mostly by purchases of securities of $785.3 million, partially offset by proceeds from securities of $472.9 million. The cash provided by financing activities was primarily due to increases in deposits of $228.5 million, offset by net payments on FHLB advances of $24.5 million and purchases of treasury stock of $18.7 million.

For information related to cash flow during 2020, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 9, 2021.

Off-Balance Sheet Items

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions

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include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amounts of these commitments. The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.

Standby and Performance Letters of Credit: For additional information see “NOTE 22 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Commitments to Extend Credit: For additional information see “NOTE 22 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Future Debt Repayments

In the normal course of business, we enter into short-term and long-term debt obligations resulting in commitments to make future payments. For additional information see “NOTE 11 – BORROWINGS” and “NOTE 12 – SUBORDINATED DEBT.”

Capital Resources

Capital management consists of providing equity to support our current and future operations. The bank regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets that they hold. As a bank holding company and a state-chartered Fed member bank, the Company and Equity Bank are subject to regulatory capital requirements.

Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes, as of December 31, 2022, and December 31, 2021, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver. As of December 31, 2022, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank must maintain minimum total capital, Tier 1 capital, Common Equity Tier 1 capital and Tier 1 leverage ratios. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

The total decrease in stockholders’ equity of $90.6 million was principally attributable to decreases in accumulated other comprehensive income of $115.3 million and treasury stock of $33.2 million, partially offset by an increase in retained earnings of $51.8 million. For additional information about the Company’s capital see "NOTE 14 – STOCKHOLDERS' EQUITY", “NOTE 16 – REGULATORY MATTERS” and "NOTE 19 – SHARE-BASED PAYMENTS" in Notes to Consolidated Financial Statements.

Non-GAAP Financial Measures

We identify certain financial measures discussed in this Annual Report on Form 10-K as being “non-GAAP financial measures.” In accordance with the SEC’s rules, 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 generally accepted accounting principles as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this 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

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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 companies 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 that we have discussed in this Annual Report on Form 10-K when comparing such non-GAAP financial measures.

Tangible Book Value per Common Share and Tangible Book Value Per Diluted Common Share: Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization, and naming rights, net of accumulated amortization; (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and (c) tangible book value per diluted common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding plus the period-end dilutive effects of vested restricted stock units, the assumed exercise of stock options, redemption of non-vested restricted stock units, and pending employee stock purchase plan shares at period end. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.

Management believes that these measures are important to many investors who are interested in changes from period to period in book value per common 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.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share and tangible book value per diluted common share and compares these values with book value per common share.

December 31,
20222021202020192018
(Dollars in thousands, except share data)
Total stockholders’ equity$410,058$500,631$407,649$478,060$455,941
Less: goodwill53,10154,46531,601136,432131,712
Less: core deposit intangibles, net10,59614,87916,05719,90721,725
Less: mortgage servicing asset, net176276511
Less: naming rights, net1,0441,0871,1301,1741,217
Tangible common equity$345,141$429,924$358,861$320,542$301,276
Common shares outstanding at period end15,930,11216,760,11514,540,55615,444,43415,793,095
Diluted common shares outstanding at period end16,163,25317,050,11514,540,55615,719,81016,085,729
Book value per common share$25.74$29.87$28.04$30.95$28.87
Tangible book value per common share$21.67$25.65$24.68$20.75$19.08
Tangible book value per diluted common share$21.35$25.22$24.68$20.39$18.73

Tangible Common Equity to Tangible Assets: Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; (b) tangible assets as total assets less goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

Management believes 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 total assets while not increasing tangible common equity or tangible assets.

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The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets.

December 31,
20222021202020192018
(Dollars in thousands)
Total stockholders’ equity$410,058$500,631$407,649$478,060$455,941
Less: goodwill53,10154,46531,601136,432131,712
Less: core deposit intangibles, net10,59614,87916,05719,90721,725
Less: mortgage servicing asset, net176276511
Less: naming rights, net1,0441,0871,1301,1741,217
Tangible common equity$345,141$429,924$358,861$320,542$301,276
Total assets$4,981,651$5,137,631$4,013,356$3,949,578$4,061,716
Less: goodwill53,10154,46531,601136,432131,712
Less: core deposit intangibles, net10,59614,87916,05719,90721,725
Less: mortgage servicing asset, net176276511
Less: naming rights, net1,0441,0871,1301,1741,217
Tangible assets$4,916,734$5,066,924$3,964,568$3,792,060$3,907,051
Equity / assets8.23%9.74%10.16%12.10%11.23%
Tangible common equity to tangible assets7.02%8.48%9.05%8.45%7.71%

Return on Average Tangible Common Equity: Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) adjusted net income allocable to common stockholders as net income allocable to common stockholders plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on amortization of intangible assets (tax rates used in this calculation were 21% for 2022, 2021, 2020, 2019 and 2018) (c) return on average tangible common equity as adjusted net income allocable to common stockholders (as described in clause (b)) divided by average tangible common equity (as described in clause (a)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Management believes that this measure is important to many investors in the marketplace because it measures the return on equity, exclusive of the effects of intangible assets on earnings and capital. Goodwill and other intangible assets have the effect of increasing average stockholders’ equity and, through amortization, decreasing net income allocable to common stockholders while not increasing average tangible common equity or decreasing adjusted net income allocable to common stockholders.

The following table reconciles, as of the dates set forth below, total average stockholders’ equity to average tangible common equity and net income allocable to common stockholders to adjusted net income allocable to common stockholders.

December 31,
20222021202020192018
(Dollars in thousands)
Total average stockholders’ equity$440,882$446,795$464,608$463,445$420,453
Less: average intangible assets67,74650,831130,329158,410139,131
Average tangible common equity$373,136$395,964$334,279$305,035$281,322
Net income (loss) allocable to common stockholders$57,688$52,480$(74,970)$25,579$35,825
Plus: goodwill impairment, net of actual tax effect99,526
Amortization of intangible assets4,1864,2423,8983,2182,492
Less: estimated tax effect on intangible asset amortization879891819676523
Adjusted net income allocable to common stockholders$60,995$55,831$27,635$28,121$37,794
Return on average equity (ROAE)13.08%11.75%(16.14)%5.52%8.52%
Return on average tangible common equity (ROATCE)16.35%14.10%8.27%9.22%13.43%

Efficiency Ratio: The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate the efficiency ratio by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on

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the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition. The GAAP-based efficiency ratio is non-interest expense less goodwill impairment, divided by net interest income plus non-interest income.

In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses, loss on debt extinguishment, net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition.

The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio.

December 31,
20222021202020192018
(Dollars in thousands)
Non-interest expense$128,380$119,465$208,990$99,635$94,387
Less: goodwill impairment104,831
Less: merger expenses5949,1892999157,462
Less: loss on debt extinguishment372
Non-interest expense, excluding merger expenses and loss on debt extinguishment$127,786$109,904$103,860$98,720$86,925
Net interest income$162,830$142,579$132,652$125,858$124,798
Non-interest income$35,957$32,842$26,023$24,988$19,725
Less: gain on acquisition and branch sales9625852,145
Less: net gains (losses) from securities transactions54061114(9)
Non-interest income, excluding net gains (losses) from security transactions and gain on acquisition$34,990$31,851$23,867$24,974$19,734
Non-interest expense, less goodwill impairment, to net interest income plus non-interest income64.58%68.10%65.64%66.05%65.31%
Efficiency Ratio64.60%63.01%66.36%65.45%60.14%

FY 2021 10-K MD&A

SEC filing source: 0001564590-22-009338.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-09. Report date: 2021-12-31.

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 our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K.  The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance.  We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A – Risk Factors” included in Item 1A of this Annual Report on Form 10-K.  We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

This discussion and analysis of our financial condition and results of operation includes the following sections:

Column 1Column 2Column 3
Table containing selected financial data and ratios for the periods;
Column 1Column 2Column 3
Overview;
Column 1Column 2Column 3
Critical Accounting Policies – a discussion of accounting policies that require critical estimates and assumptions;
Column 1Column 2Column 3
Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;
Column 1Column 2Column 3
Financial Condition – an analysis of our financial position;
Column 1Column 2Column 3
Liquidity and Capital Resources – an analysis of our cash flows and capital position; and
Column 1Column 2Column 3
Non-GAAP Financial Measures – reconciliation of non-GAAP measures.

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Years Ended December 31,
(Dollars in thousands, except per share data)20212020201920182017
Statement of Income Data
Interest and dividend income$157,368$155,561$175,499$161,556$102,693
Interest expense14,78922,90949,64136,75816,691
Net interest income142,579132,652125,858124,79886,002
Provision for credit losses(8,480)24,25518,3543,9612,953
Net gain on acquisition5852,145
Net gain (loss) from securities transactions4061114(9)271
Other non-interest income31,85123,86724,97419,73415,169
Merger expense9,1892999157,4625,352
Goodwill impairment104,831
Loss on extinguishment of debt372
Other non-interest expense109,904103,86098,72086,92562,111
Income (loss) before income taxes64,436(74,570)32,85746,17531,026
Provision for income taxes11,9564007,27810,35010,377
Net income (loss)52,480(74,970)25,57935,82520,649
Net income (loss) allocable to common stockholders52,480(74,970)25,57935,82520,649
Basic earnings (loss) per share3.49(4.97)1.642.331.66
Diluted earnings (loss) per share3.43(4.97)1.612.281.62
Balance Sheet Data (at period end)
Cash and cash equivalents$259,954$280,698$89,291$192,818$52,195
Securities available-for-sale1,327,442871,827142,067168,875162,272
Securities held-to-maturity769,059748,356535,462
Loans held for sale4,21412,3945,9332,9722,353
Gross loans held for investment3,155,6272,591,6962,556,6522,575,4082,117,270
Allowance for credit losses48,36533,70912,23211,4548,498
Loans held for investment, net of allowance for credit losses3,107,2622,557,9872,544,4202,563,9542,108,772
Goodwill and core deposit intangibles, net69,34447,658156,339153,437115,645
Mortgage servicing asset, net27651117
Naming rights, net1,0871,1301,1741,2171,260
Total assets5,137,6314,013,3563,949,5784,061,7163,170,509
Total deposits4,420,0043,447,5903,063,5163,123,4472,382,013
Borrowings151,891133,857383,632464,676401,652
Total liabilities4,637,0003,605,7073,471,5183,605,7752,796,365
Total stockholders’ equity500,631407,649478,060455,941374,144
Tangible common equity*429,924358,861320,542301,276257,222
Performance ratios
Return on average assets (ROAA)1.18%(1.87%)0.64%1.00%0.84%
Return on average equity (ROAE)11.75%(16.14%)5.52%8.52%7.03%
Return on average tangible common equity (ROATCE)*14.10%(21.51%)9.22%13.43%9.81%
Yield on loans4.77%5.00%5.73%5.74%5.43%
Cost of interest-bearing deposits0.30%0.66%1.53%1.15%0.79%
Net interest margin3.44%3.63%3.48%3.81%3.83%
Efficiency ratio*63.01%66.36%65.45%60.14%61.39%
Non-interest income / average assets0.74%0.65%0.63%0.55%0.63%
Non-interest expense / average assets2.70%5.23%2.50%2.62%2.74%
Dividend payout ratio4.84%0.00%0.00%0.00%0.00%
Capital Ratios
Tier 1 Leverage Ratio9.09%9.30%9.02%8.60%10.33%
Common Equity Tier 1 Capital Ratio12.03%12.82%11.63%10.95%11.53%
Tier 1 Risk Based Capital Ratio12.67%13.37%12.15%11.45%12.14%
Total Risk Based Capital Ratio15.96%17.35%12.59%11.86%12.51%
Equity / Assets9.74%10.16%12.10%11.23%11.80%
Book value per share$29.87$28.04$30.95$28.87$25.62
Tangible book value per share*$25.65$24.68$20.75$19.08$17.61
Tangible common equity to tangible assets*8.48%9.05%8.45%7.71%8.42%

* Indicates non-GAAP financial measure. Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for reconciliation to the most directly comparable GAAP measure.

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Overview

We are a bank holding company headquartered in Wichita, Kansas.  Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 69 full-service branches located in Arkansas, Kansas, Missouri and Oklahoma.  As of December 31, 2021, we had, on a consolidated basis, total assets of $5.14 billion, total deposits of $4.42 billion, total loans held for investment, net of allowances, of $3.11 billion and total stockholders’ equity of $500.6 million.  Net income for the year ended December 31, 2021, was $52.5 million, compared to a net loss of $75.0 million for the year ended December 31, 2020, primarily due to a goodwill impairment charge of $104.8 million during the third quarter of 2020.

History and Background

From 2003 through 2021, we completed a series of twenty acquisitions and two charter consolidations.  We seek to integrate the banks we acquire into our existing operational platform and enhance stockholder value through the creation of efficiencies within the combined operations.  In conjunction with our strategic acquisition growth, we strive to reposition and improve the loan portfolio and deposit mix of the banks we acquire.  Following our acquisitions, we focus on identifying and disposing of problematic loans and replacing them with higher quality loans generated organically.  In addition, we concentrate on growth in our commercial loan portfolio, which we believe generally offers higher return opportunities than our consumer loan portfolio, primarily by hiring additional talented bankers, particularly in our metropolitan markets, and incentivizing our bankers to expand their commercial banking relationships.  We also seek to increase our most attractive deposit accounts primarily by growing deposits in our community markets and cross selling our depository products to our loan customers.

Our principal objective is to continually increase stockholder value and generate consistent earnings growth by expanding our commercial banking franchise both organically and through strategic acquisitions.  We believe our strategy of selectively acquiring and integrating community banks has provided us with economies of scale and improved our overall franchise efficiency.  We expect to continue to pursue strategic acquisitions and believe our targeted market areas present us with many and varied acquisition opportunities.  We are also focused on continuing to grow organically and believe the markets in which we operate currently provide meaningful opportunities to expand our commercial customer base and increase our current market share.  We believe our geographic footprint, which is strategically split between growing metropolitan markets, such as Kansas City, Tulsa and Wichita, and stable community markets within Western Kansas, Western Missouri, Topeka, Northern Arkansas and Northern Oklahoma, provides us with access to low cost stable core deposits in community markets that we can use to fund commercial loan growth in our metropolitan markets.  We strive to provide an enhanced banking experience for our customers by providing them with a comprehensive suite of sophisticated banking products and services tailored to meet their needs, while delivering the high-quality relationship-based customer service of a community bank.

Highlights for the Year Ended December 31, 2021

Column 1Column 2Column 3
Net interest income of $142.6 million for the year ended December 31, 2021, compared to net interest income of $132.7 million for the year ended December 31, 2020, an increase of $9.9 million, or 7.5%.
Column 1Column 2Column 3
Total loans held for investment of $3.16 billion at December 31, 2021, compared to $2.59 billion at December 31, 2020, an increase of $563.9 million, or 21.8%.
Column 1Column 2Column 3
Total deposits of $4.42 billion at December 31, 2021, compared to $3.45 billion at December 31, 2020, an increase of $972.4 million, or 28.2%.
Column 1Column 2Column 3
Total assets of $5.14 billion at December 31, 2021, compared to $4.01 billion at December 31, 2020, an increase of $1.12 billion, or 28.0%.
Column 1Column 2Column 3
Tangible book value per common share of $25.65 at December 31, 2021, compared to $24.68 at December 31, 2020, an increase of $0.97, or 3.9%.

We completed our merger with ASBI of Wichita, Kansas on October 1, 2021. ASBI had total assets of $777.6 million, net loans of $441.9 million and total deposits of $668.8 million. Also, on December 3, 2021, we completed our purchase of assets and assumption of deposits and certain other liabilities of three branches in St. Joseph, Missouri, from Security Bank of Kansas City (“Security”). At closing, the Security branches had total assets of $75.8 million, net loans of $1.4 million and total deposits of $75.1 million.

The COVID-19 pandemic has caused economic and social disruption on an unprecedented scale.  While some industries have been impacted more severely than others, all businesses have been impacted to some degree.  This disruption resulted in the shuttering

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of businesses across the country, significant job loss and aggressive measures by federal, state and local government during the year ended December 31, 2020. Throughout the year ended December 31, 2021, the economy has opened significantly compared to 2020; however, certain measures from governing authorities are still in place and continue to impact operations.

Congress, the President and the Federal Reserve have taken several actions designed to cushion the economic fallout.  Most notably, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020, as a $2 trillion legislative package.  The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors.  The package also included extensive emergency funding for hospitals and medical providers.  In addition to the general impact of COVID-19, certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts have had or are expected to have a material impact on the Company’s operations.  As a result of the COVID-19 pandemic and the related adverse local and national economic consequences, the Company is subject to many risks, including but not limited to:

Column 1Column 2Column 3
credit losses resulting from financial stress being experienced by the Company’s borrowers as a result of the pandemic and related governmental actions (including risks related to the Paycheck Protection Program or PPP, under the CARES Act and related credit risks resulting from PPP lending due to forbearance or failure of customers to qualify for loan forgiveness);
Column 1Column 2Column 3
collateral for loans, such as real estate, may continue to decline in value, which could cause credit losses to increase;
Column 1Column 2Column 3
increased demands on capital and liquidity;
Column 1Column 2Column 3
the risk that the Company’s net interest income, lending activities, deposits, swap activities, and profitability may be negatively affected by volatility of interest rates caused by uncertainties stemming from the pandemic; and
Column 1Column 2Column 3
cybersecurity and information security risks as the result of an increase in the number of employees working remotely.

Financial Position and Results of Operations:  Given that economic scenarios had become less certain since the pandemic was declared in early March 2020, management added additional allowance for credit losses during the year ended December 31, 2020. During the year ended December 31, 2021, the allowance for credit losses was increased further, largely due to the adoption of ASU 2016-13 (CECL) and partially offset by a release of allowance due to decrease in reserves on specifically assessed assets and improving trends in the Company’s loss experience and economic conditions in the markets in which we operate. Should economic conditions worsen, the Company could experience further increases in the required allowance for credit losses and record additional provision for credit losses expense.  The execution of the payment deferral program discussed in the following commentary improved the ratio of past due loans to total loans.  It is possible that asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged. For additional information see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements.

Net interest income increased $9.9 million in 2021 as compared to 2020, largely due to increased volume in interest-earning assets, fees earned on the facilitation of government assistance programs and decreasing yields on interest-bearing liabilities. The Company’s interest and fee income could be reduced due to COVID-19.  In keeping with guidance from regulators, the Company is actively working with COVID-19 affected borrowers to defer their payments, interest and fees throughout 2020 and 2021.  While interest and fees will still accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed.  In such a scenario, interest income in future periods could be negatively impacted.  At this time, the Company is unable to project the materiality of such an impact but recognizes the breadth of the economic impact may affect borrowers’ ability to repay in future periods.

Capital and Liquidity:  As of December 31, 2021, all the Company’s capital ratios and Equity Bank’s capital ratios were in excess of all regulatory requirements.  While currently classified as well capitalized, an extended economic recession brought about by COVID-19 could adversely impact reported and regulatory capital ratios.  The Company relies on cash on hand as well as dividends from Equity Bank to service our debt.  If Equity Bank’s capital deteriorates such that it is unable to pay dividends to the Company for an extended period, the Company may not be able service its debt.

The Company maintains access to multiple sources of liquidity.  Wholesale funding markets have remained open to the Company, but rates for short term funding may be volatile.  If funding costs are elevated for an extended period, it could have an adverse effect on net interest margin.  If an extended recession caused large numbers of deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding.

Our Processes, Controls and Business Continuity Plan:  In early March 2020, management successfully deployed a modified working strategy, including emphasis on social distancing and remote work as necessary to emphasize the safety of the Company’s teams and continuity of business processes.  Prior technology planning resulted in the successful deployment of a portion of the operational team to a remote environment, while the remainder of the team continued to work on location in a workspace emphasizing social distancing.  In 2021, the Company has returned to a predominantly in-person operating environment for our team.  In keeping

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with our efforts to protect the health our employees, the Company administered a vaccination clinic in each of our markets to provide team members an opportunity to be inoculated in line with CDC recommendations.

Since early May 2020, all the Company’s bank locations have been open to customers with appropriate safety measures in place.  The Company continues to serve customers curbside and drive-through while offering full lobby access during normal hours.  No material operational or internal control challenges or risks have been identified to date.  As of December 31, 2021, the Company does not anticipate significant challenges to our ability to maintain systems and controls considering the measures we have taken to prevent the spread of COVID-19.

Lending Operations and Accommodations to Borrowers:  During the year ended December 31, 2020, the Company executed a payment deferral program for our commercial lending clients that were adversely affected by the pandemic and keeping with the extension of associated provisions under the CARES Act, continued the program in 2021. The majority of these deferrals have qualified under section 4013 of the CARES Act and the CAA Act and, as such, were not classified as troubled debt restructurings.  Deferred loans are subject to ongoing monitoring and will be downgraded or placed on nonaccrual if noted repayment weaknesses exist.  At December 31, 2021, the Company has 20 loans, totaling $36.3 million, that have been granted a payment deferral, and remain on deferral, as part of our COVID-19 response.

We were an active participant in all phases of the Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), and we helped many of our customers obtain loans through the program.  PPP loans generally have a two-or five year term and earn interest at 1.0%.  As of December 31, 2021 and 2020, the Company had 144 and 1,612 loans, with outstanding balances of $44.8 million and $253.7 million that were originated under this program.  To date, the Company has been successful in obtaining forgiveness for these credits and it remains the Company’s understanding that the remaining loans funded through the program are fully guaranteed by the U.S. Government.  Should those circumstances change, the Company could be required to establish additional allowance for credit losses through additional provision for credit losses expense charged to earnings.

The Company also participated in the Main Street Lending Program (“MSL Program”), created by the Federal Reserve to support lending to small and medium-sized businesses and nonprofit organizations that were in sound financial condition before the onset of the COVID-19 pandemic.  There was a total of $14.3 million and $14.1 million outstanding under the MSL Program for the periods ended December 31, 2021 and 2020.

Critical Accounting Policies

The preparation of our financial statements in accordance with GAAP requires management to make a number of judgements and assumptions that affect our reported results and disclosures.  Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results.  Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements.  Our accounting policies are described in “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

The accounting policies that management believes are the most critical to an understanding of our financial condition and results of operations and require complex management judgement are described below.

Allowance for Credit Losses:  We adopted FASB ASU 2016-13 effective January 1, 2021, which requires the estimation of an allowance for credit losses in accordance with the current expected credit loss (“CECL”) methodology.  The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio.  This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance.  The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations.  The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date; however, determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain.  The actual realized facts and circumstances may be different than those currently estimated by management and may result in significant changes in the allowance for credit losses in future periods.  The allowance for credit losses for loans, as reported in our consolidated balance sheets, is adjusted by provision for credit losses, which is recognized in earnings and is reduced by the charge-off of loan amounts, net of recoveries.

The Company utilizes primarily two methods for estimating the allowance for credit losses and the method used depends on the status of the underlying loans.  Non-performing loans primarily utilize a collateral specific fair value impairment method and performing loans primarily utilize a historical loss method. The performing loan method utilizes a probability of default (PD) and loss given default (LGD) modeling approach for historical loss coupled with a macroeconomic factor analysis derived from a statistical

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regression of loss experience correlated to changes in economic factors for all commercial banks operating within our geographical footprint. The macroeconomic regression is based on a multivariate approach and includes key indicators that provide the highest cumulative adjusted R-square figure.  Economic factors include, but are not limited to, national unemployment, gross domestic product, market interest rates and property pricing indices.  To arrive at the most predictive calculation, a lag factor was applied to these inputs, resulting in current and historic economic inputs driving the projection of loss over our reasonable and supportable forecast period, which managements has defined as 12 months for all portfolio segments.  Following the reasonable and supportable forecast period, loss experience immediately reverts to the current historical loss experience of the Company.  The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.  The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period.  The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time.  The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios.  These adjustments are based upon quarterly trend assessments in projective economic sentiment, portfolio concentrations, policy exceptions, personnel retention, independent loan review results, collateral considerations, risk ratings and competition.  The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors.  The resultant loss rates are applied to the estimated future exposure at default (EAD), as determined based on contractual amortization terms through an average default month and estimated prepayment experience in arriving at the quantitative reserve within our allowance for credit losses.

The allowance represents management’s best estimate, but significant changes in circumstances relating to loan quality and economic conditions could result in significantly different results than what is reflected in the consolidated balance sheet as of December 31, 2021.  Likewise, an improvement in loan quality or economic conditions may allow for a further reduction in the required allowance.  Changing credit conditions would be expected to impact realized losses driving variability in specifically assessed allowances, as well as calculated quantitative and more subjectively analyzed qualitative factors.  Depending on the volatility in these conditions, material impacts could be realized within the Company’s operations.  Likewise, changing economic conditions, both positive and negative, to the extent significant could result in unexpected realization of provision or reversal of allowance for credit losses due to its impact on the quantitative and qualitative inputs to the Company’s calculation.  Under the CECL methodology, the impact of these conditions has the potential to further exacerbate periodic differences due to its life of loan perspective.  The life of loans calculated under the methodology is based in contractual duration and modified for prepayment expectations, making significant variation in periodic results possible due to changing contractual or adjusted duration of the assets within the calculation

Goodwill:  Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets.  Goodwill is assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified.  Goodwill will be assessed more frequently if a triggering event occurs which indicates that the carrying value of the asset might be impaired.  We have selected December 31 as the date to perform our annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life.  For the year ended December 31, 2021, following recognition of a material impairment in goodwill balances during 2020, based on the improving market conditions, strong earnings performance by the Company, and improvements in market value of our stock as well the broader industry, management has determined there was not evidence of a triggering event as of or during the period then ended.  Based on this qualitative analysis and conclusion, it was determined that a more robust quantitative assessment was not necessary at our measurement date.

When performing quantitative goodwill impairment assessments, management is required to estimate the fair value of the Company’s equity in a change in control transaction.  To complete this valuation, management is required to derive assumptions related to industry performance, reporting unit business performance, economic and market conditions and various other assumptions, many of which require significant management judgement.

For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” and “NOTE 7 – GOODWILL AND CORE DEPOSIT INTANGIBLES” in the Notes to Consolidated Financial Statements.

Results of Operations

We generate most of our revenue from interest income and fees on loans, interest and dividends on investment securities and non-interest income, such as service charges and fees, debit card income and mortgage banking income.  We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.

Changes in interest rates earned on interest-earning assets or incurred on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic change in net interest income.  Fluctuations in interest rates are driven by many factors, including governmental

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monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international circumstances and 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 Arkansas, Kansas, Missouri and Oklahoma, as well as developments affecting the consumer, commercial and real estate sectors within these markets.

For information comparing our results of operations for the year ended December 31, 2020, to year ended December 31, 2019, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021.

Net Income

Year ended December 31, 2021, compared with year ended December 31, 2020

For the year ended December 31, 2021, there was net income allocable to common stockholders of $52.5 million, compared to a net loss allocable to common stockholders of $75.0 million for the year ended December 31, 2020, an increase of $127.5 million.  This change was primarily driven by a goodwill impairment of $104.8 million during 2020, a decrease in provision for loan losses of $32.7 million, an increase in non-interest income of $6.8 million, and a decrease in interest expense on deposits of $8.3 million, partially offset by an increase in provision for income taxes of $11.6 million. The changes in the components of net income are discussed in more detail below in the following sections of “Results of Operations.”

Net Interest Income and Net Interest Margin Analysis

Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds.  To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread and (4) net interest margin.  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 net interest income divided by average interest-earning assets.  Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds.  Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change,” and it is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “yield/rate change.”

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The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the years ended December 31, 2021, 2020 and 2019.  The yields and rates are calculated by dividing income or expense by the average daily balances of the associated assets or liabilities.

Average Balance Sheets and Net Interest Analysis

December 31, 2021December 31, 2020December 31, 2019
(Dollars in thousands)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)Average Outstanding BalanceInterest Income/ ExpenseAverage Yield/ Rate(3)(4)
Interest-earning assets
Loans(1)
Commercial and industrial$714,561$41,5805.82%$763,971$35,6014.66%$567,215$34,2256.03%
Commercial real estate1,040,44348,6764.68%952,08250,6675.32%1,012,14657,3165.66%
Real estate construction277,30710,2563.70%238,01510,9474.60%212,65813,7766.48%
Residential real estate498,16419,3413.88%449,78919,8944.42%519,11924,3384.69%
Agricultural real estate153,6078,1225.29%133,8138,0085.98%140,3658,4966.05%
Agricultural108,2765,3614.95%88,2064,9445.61%85,7475,5846.51%
Consumer88,3833,9984.52%70,0644,6036.57%70,3905,5637.90%
Total loans2,880,741137,3344.77%2,695,940134,6645.00%2,607,640149,2985.73%
Taxable securities976,94215,9961.64%727,45115,5212.13%777,80219,3392.49%
Nontaxable securities105,5222,8432.69%122,7833,6823.00%142,8164,1802.93%
Federal funds sold and other182,4431,1950.65%112,0531,6941.51%83,8872,6823.20%
Total interest-earning assets4,145,648157,3683.80%3,658,227155,5614.25%3,612,145175,4994.86%
Non-interest-earning assets
Other real estate owned, net10,5107,5786,291
Premises and equipment, net93,53986,48783,495
Bank-owned life insurance103,25575,99874,025
Goodwill and other intangibles, net50,831130,329158,410
Other non-interest-earning assets28,01741,08944,704
Total assets$4,431,800$3,999,708$3,979,070
Interest-bearing liabilities
Interest-bearing demand deposits$1,032,9382,1650.21%$805,6513,1570.39%$683,1808,1011.19%
Savings and money market1,129,8691,5400.14%989,4572,7360.28%1,016,77212,9071.27%
Savings, NOW and money market2,162,8073,7050.17%1,795,1085,8930.33%1,699,95221,0081.24%
Certificates of deposit625,5624,5500.73%704,92110,6891.52%967,80319,9062.06%
Total interest-bearing deposits2,788,3698,2550.30%2,500,02916,5820.66%2,667,75540,9141.53%
FHLB term and line of credit advances16,7971691.01%213,1552,2921.08%277,3276,6672.40%
Federal Reserve Bank discount window30.25%2,46260.24%%
Bank stock loan%12,0614153.44%12,3276545.31%
Subordinated borrowings89,7856,2616.97%49,5003,5097.09%14,4031,2518.69%
Other borrowings45,8191040.23%45,0411050.23%42,5401550.36%
Total interest-bearing liabilities2,940,77314,7890.50%2,822,24822,9090.81%3,014,35249,6411.65%
Non-interest-bearing liabilities and stockholders’ equity
Non-interest-bearing checking accounts1,021,261678,713478,638
Non-interest-bearing liabilities22,97134,13922,635
Stockholders’ equity446,795464,608463,445
Total liabilities and stockholders’ equity$4,431,800$3,999,708$3,979,070
Net interest income$142,579$132,652$125,858
Interest rate spread3.30%3.44%3.21%
Net interest margin(2)3.44%3.63%3.48%
Total cost of deposits, including non-interest bearing deposits$3,809,630$8,2550.22%$3,178,742$16,5820.52%$3,146,393$40,9141.30%
Average interest-earning assets to interest-bearing liabilities140.97%129.62%119.83%

(1)Average loan balances include nonaccrual loans, hedge fair value adjustments and merger fair value adjustments.

(2)Net interest margin is calculated by dividing net interest income by average interest-earning assets for the period.

(3)Tax exempt income is not included in the above table on a tax equivalent basis.

(4)Actual unrounded values are used to calculate the reported yield or rate disclosed.  Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same amounts.

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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates.  The following table analyzes the change in volume variances and yield/rate variances for the year ended December 31, 2021, as compared to the year ended December 31, 2020, and the year ended December 31, 2020, as compared to the year ended December 31, 2019.

Analysis of Changes in Net Interest Income

2021 vs. 20202020 vs. 2019
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)Volume(1)Yield/Rate(1)TotalVolume(1)Yield/Rate(1)Total
Interest-earning assets
Loans
Commercial and industrial$(2,421)$8,400$5,979$10,240$(8,864)$1,376
Commercial real estate4,455(6,446)(1,991)(3,300)(3,349)(6,649)
Real estate construction1,645(2,336)(691)1,504(4,333)(2,829)
Residential real estate2,017(2,570)(553)(3,121)(1,323)(4,444)
Agricultural real estate1,107(993)114(393)(95)(488)
Agricultural1,038(621)417156(796)(640)
Consumer1,032(1,637)(605)(26)(934)(960)
Total loans8,873(6,203)2,6705,060(19,694)(14,634)
Taxable securities4,586(4,111)475(1,196)(2,622)(3,818)
Nontaxable securities(487)(352)(839)(599)101(498)
Federal funds sold and other748(1,247)(499)716(1,704)(988)
Total interest-earning assets$13,720$(11,913)$1,807$3,981$(23,919)(19,938)
Interest-bearing liabilities
Savings, NOW and money market$1,079$(3,267)$(2,188)$909$(16,024)$(15,115)
Certificates of deposit(1,092)(5,047)(6,139)(4,685)(4,532)(9,217)
Total interest-bearing deposits(13)(8,314)(8,327)(3,776)(20,556)(24,332)
FHLB term and line of credit advances(1,989)(134)(2,123)(1,291)(3,084)(4,375)
Federal Reserve Bank discount window(6)(6)66
Bank stock loan(415)(415)(14)(225)(239)
Subordinated borrowings2,810(58)2,7522,527(269)2,258
Other borrowings1(2)(1)9(59)(50)
Total interest-bearing liabilities388(8,508)(8,120)(2,539)(24,193)(26,732)
Net Interest Income$13,332$(3,405)$9,927$6,520$274$6,794

(1)The effect of changes in volume is determined by multiplying the change in volume by the previous year’s average rate.  Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the prior year’s volume.  The changes attributable to both volume and rate, which cannot be segregated, have been allocated to the volume variance and the rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

Year ended December 31, 2021, compared with year ended December 31, 2020

The increase in net interest income before the provision for credit losses is primarily due to the increase in the volume of interest-earnings assets and a 31 basis point decrease in average rates of interest bearing liabilities, partially offset by a 45 basis point decrease in yields on interest-earning assets. The increase in average volume of interest-earning assets was primarily due to increases in loans.

The increase in loan interest income was driven by the $184.8 million increase in average loan volume.  The impact to net interest income from loan fees for the year ended December 31, 2021, was $19.5 million compared to $10.4 million for the year ended December 31, 2020.

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Average balances of borrowings from the FHLB decreased by $196.4 million from an average balance of $213.2 million for the year ended December 31, 2020, to an average balance of $16.8 million for the year ended December 31, 2021, coupled with a 7 basis point decrease in average borrowing cost resulted in a decrease in interest expense of $2.1 million.  Interest expense on subordinated borrowings for the year ended December 31, 2021, was $6.3 million compared to $3.5 million for the year ended December 31, 2020, an increase of $2.8 million.  Total cost of interest-bearing liabilities decreased 31 basis points to 0.50% for the year ended December 31, 2021, from 0.81% for the year ended December 31, 2020.

The increase in net interest margin is largely due to the cost of interest-bearing liabilities decreasing at a faster rate than interest-earning assets.  The decrease in cost of funds is primarily from the overall decrease in rates on interest-bearing liabilities, partially due to an increase in non-interest-bearing checking accounts and a decrease in the volume of borrowings.

Provision for Credit Losses

We maintain an allowance for credit losses for estimated losses in our loan portfolio.  The allowance for credit losses is increased by a provision for loan losses, which is a charge to earnings, and subsequent recoveries of amounts previously charged-off, but is decreased by charge-offs when the collectability of a loan balance is unlikely.  Management estimates the allowance balance required using past loan loss experience within the Company’s portfolio.  This historical loss calculation is then modified to reflect quantitative economic circumstances based on evidenced economic conditions and regression formulas which incorporate of lag factors in identifying a sufficiently predictive adjusted-R square as well as qualitative factors not inherently reflected in our historical loss or quantitative economic inputs.  Included in our qualitative assessment is the consideration of a prospective economic conditions over the preceding 12 months, considered the Company’s reasonable, supportable forecast period. As these factors change, the amount of the credit loss provision changes.

Year ended December 31, 2021, compared with year ended December 31, 2020

There was an $8.5 million reversal of provision for credit losses for the period ended December 31, 2021, compared to a provision of $24.3 million for the period ended December 31, 2020.  The release of allowance was principally due to reductions in reserves on specifically assessed assets excluding PCD loans and decreases in the calculated allowance on collectively evaluated performing loans.  The decrease in impairments on specifically evaluated loans was due to resolution of a few larger relationships discussed below and general improvement in asset quality.  The change in the calculated allowance on collectively evaluated loans was primarily driven by the implementation of CECL effective January 1, 2021 resulting in the calculation of a life of loan estimate versus this historical single year approach as well as period over period growth in the portfolio partially offset by improving trends in historical loss experience and economic conditions in the markets in which the Company operates.  The provision was increased significantly during the period ended December 31, 2020, largely as the result of increases in qualitative loss factors brought on by the projected economic impact of COVID-19.

During the period ended December 31, 2021, there was a recovery of $1.9 million from a relationship previously disclosed in 2019 that also had a specific reserve of $1.9 million that was released, which resulted in a net provision reversal of $3.8 million.  Another large relationship that incurred a $5.5 million provision in 2021 was moved to repossessed assets and was partially sold in January 2022.  Two other separate credits resulted in a net provision increase of $1.2 million for the year ended December 31, 2021.   For additional detail see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Allowance for Credit Losses.” Net charge-offs for the year ended December 31, 2021, were $8.7 million as compared to net charge-offs of $2.8 million for the year ended December 31, 2020.  For the year ended December 31, 2021, gross charge-offs were $11.4 million offset by gross recoveries of $2.7 million.  In comparison, gross charge-offs were $3.3 million for the year ended December 31, 2020, offset by gross recoveries of $544 thousand.

Non-Interest Income

The primary sources of non-interest income are service charges and fees, debit card income, mortgage banking income, increases in the value of bank-owned life insurance, investment referral income, the recovery of zero-basis purchased loans, net gains on the sale of available-for-sale securities and other securities transactions.  Non-interest income does not include loan origination or other loan fees which are recognized as an adjustment to yield using the interest method.

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The following table provides a comparison of the major components of non-interest income for the years ended December 31, 2021, 2020 and 2019.

Non-Interest Income

For the Years Ended December 31,

2021 vs. 20202020 vs. 2019
(Dollars in thousands)202120202019Change%Change%
Service charges and fees$8,596$6,856$8,672$1,74025.4%$(1,816)(20.9)%
Debit card income10,2369,1368,2301,10012.0%90611.0%
Mortgage banking3,3063,1532,4681534.9%68527.8%
Increase in value of bank-owned life insurance3,5061,9411,9981,56580.6%(57)(2.9)%
Other
Investment referral income67856759011119.6%(23)(3.9)%
Trust income1,140433243707163.3%19078.2%
Insurance sales commissions54527517727098.2%9855.4%
Recovery on zero-basis purchased loans85134143(49)(36.6)%(9)(6.3)%
Income from equity method investments(222)(210)26(12)5.7%(236)(907.7)%
Other non-interest income3,9811,5822,4272,399151.6%(845)(34.8)%
Total other6,2072,7813,6063,426123.2%(825)(22.9)%
Subtotal31,85123,86724,9747,98433.5%(1,107)(4.4)%
Gain on acquisition5852,145(1,560)(72.7)%2,145(100.0)%
Net gain (loss) from securities transactions40611143953590.9%(3)(21.4)%
Total non-interest income$32,842$26,023$24,988$6,81926.2%$1,0354.1%

Year ended December 31, 2021, compared with year ended December 31, 2020

Non-interest income improved in 2021 by 26% driven by continued expansion of customer service charges led by deposit service fees, debit card and trust and wealth management income, as well as insurance commissions and fees, credit card fees, and loan servicing fees which are included in ‘Other non-interest income’ and collectively improved by $1.6 million reflecting the Company’s continued emphasis on offering innovative products to our customer base.  Income further improved due to increased earnings on bank owned life insurance due to an increasing asset base and the realization of benefits from utilization of the policies and improvement in the value of the Company’s derivative positions.  These improvement were partially offset by a decline in gain on acquisition which was driven by purchase of Almena in 2020.

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Non-Interest Expense

The following table provides a comparison of the major components of non-interest expense for the years ended December 31, 2021, 2020 and 2019.

Non-Interest Expense

For the Year Ended December 31,

2021 vs. 20202020 vs. 2019
(Dollars in thousands)202120202019Change%Change%
Salaries and employee benefits$54,198$54,129$52,122$690.1%$2,0073.9%
Net occupancy and equipment10,1378,7848,6741,35315.4%1101.3%
Data processing13,26110,99110,1242,27020.7%8678.6%
Professional fees4,7134,2824,73443110.1%(452)(9.5)%
Advertising and business development3,3702,4983,07587234.9%(577)(18.8)%
Telecommunications1,9661,8732,079935.0%(206)(9.9)%
FDIC insurance1,6652,0881,228(423)(20.3)%86070.0%
Courier and postage1,4291,4411,348(12)(0.8)%936.9%
Free nationwide ATM expense2,0191,6091,68041025.5%(71)(4.2)%
Amortization of core deposit intangibles4,1743,8503,1683248.4%68221.5%
Loan expense93478987514518.4%(86)(9.8)%
Other real estate owned(188)2,310707(2,498)(108.1)%1,603226.7%
Loss on debt extinguishment372372100.0%%
Other12,2269,2168,9063,01032.7%3103.5%
Subtotal110,276103,86098,7206,4166.2%5,1405.2%
Merger expenses9,1892999158,8902973.2%(616)(67.3)%
Goodwill impairment104,831(104,831)(100.0)%104,831%
Total non-interest expense$119,465$208,990$99,635$(89,525)(42.8)%$109,355109.8%

Year ended December 31, 2021, compared with year ended December 31, 2020

The decrease in non-interest expense was primarily due to a $104.8 million goodwill impairment charge in 2020 and gains on other real estate owned properties of $2.5 million, offset by increases in occupancy of $1.4 million, data processing of $2.3 million, and other other non-interest expense of $3.4.  These items and other changes in the various components of non-interest expense are discussed in more detail below.

Salaries and employee benefits:  There was a $2.5 million increase in salaries for the year ended December 31, 2021, as compared to the year ended December 31, 2020.  This increase reflects the addition of staff related to the October 2021 ASBI acquisition, the December 2021 Security acquisition, and the full year effect of the addition of staff related to the October 2020 Almena acquisition. The total increase in salary expense was offset by an increase in deferred fees of $4.4 million for the period ended December 31, 2021, compared to the period ended December 31, 2020.  Additionally, for the year ended December 31, 2021, there was an increase in incentives and bonuses of $1.8 million and retirement plan expense of $127 thousand, offset by decreases in restricted stock unit expense of $365 thousand.  Included in salaries and employee benefits is share-based compensation expense of $2.6 million for the year ended December 31, 2021, and $3.2 million for the year ended December 31, 2020.

Net occupancy and equipment:  Net occupancy and equipment includes expenses related to the use of premises and equipment, such as depreciation, operating lease payments, repairs and maintenance, insurance, property taxes and utilities, net of incidental rental income of excess facilities.  The increase is primarily related to the October 2021 ASBI acquisition, the December 2021 Security acquisition, and the full year effect of the two additional locations related to the October 2020 Almena acquisition.

Data processing:  The increase was principally due to increased software license expenses of $1.1 million, $717 thousand in data processing/debit card expense and online account processing expenses of $417 thousand.

Professional fees:  The increase of $431 thousand was principally due to increases in attorney fees of $454 thousand and consulting services of $384 thousand, partially offset by a decrease in accounting fees of $353 thousand.

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Other real estate owned:  As detailed in “NOTE 5 – OTHER REAL ESTATE OWNED” in the Notes to Consolidated Financial Statements, other real estate owned expenses, including provision for unrealized losses, were $1.3 million, partially offset by gains on sale and transfer to other real estate of $1.0 million and income from other real estate owned properties of $473 thousand, for the year ended December 31, 2021. For the year ended December 31, 2020, other real estate owned expenses including provision for unrealized losses, were $3.3 million, partially offset by gains on the sale of other real estate of $835 thousand and income from other real estate owned properties of $201 thousand.

Other:  Other non-interest expenses consists of subscriptions, memberships and dues, employee expenses, including travel, meals, entertainment and education, supplies, printing, insurance, account related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets, losses net of gains on the sale of repossessed assets other than real estate, other operating expenses, such as settlement of claims, limited partnership tax credits and provision for unfunded commitments.

Merger expenses:  Merger expenses include legal, advisory and accounting fees associated with services to facilitate the acquisition of other banks.  Merger expenses also include data processing conversion costs and costs associated with the integration of personnel, processes, facilities and employee bonuses.  During 2021, the company incurred merger expenses of $237 thousand related to the Almena acquisition, $8.7 million related to the ASBI acquisition and $289 thousand related to the Security acquisition.  For the year ended December 31, 2020, merger expenses of $299 thousand are related to the Almena acquisition.

Efficiency Ratio

The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of our performance and is not defined under GAAP.  Our efficiency ratio is computed by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on sales of and settlement of securities and gain on acquisition.  Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources.  The ratio defined under GAAP that is most comparable to the efficiency ratio is non-interest expense to net interest income plus non-interest income which is discussed in “Results of Operations – Non-GAAP Financial Measures.”

The Company’s non-interest expense, less goodwill impairment, to net interest income plus non-interest income increased from the period ended December 31, 2020, to December 31, 2021, primarily due to net interest income plus non-interest income increasing at a lower rate than non-interest expense less goodwill impairment, as discussed in “Results of Operations – Non-GAAP Financial Measures.” The efficiency ratio decreased during the same time period due to non-interest expense, excluding goodwill impairment and merger expenses, increasing at a lower proportional rate than net interest income and non-interest income, excluding net gains on security transactions and gain on acquisition, as discussed in “Results of Operations – Net Interest Income and Net Interest Margin Analysis” and “Results of Operations – Non-Interest Income.”

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income, the amount of non-deductible expenses and available tax credits.

Year ended December 31, 2021, compared with year ended December 31, 2020

The effective income tax rate for the year ended December 31, 2021, was 18.5% as compared to the U.S. statutory rate of 21.0%.  The effective income tax rate for the year ended December 31, 2020, was (0.5)% as compared to the U.S. statutory rate of 21.0%.  As detailed in “NOTE 15 – INCOME TAXES” in the Notes to Consolidated Financial Statements, the income tax rates differed from the U.S. statutory rates primarily due to non-taxable income, non-deductible expenses, non-deductible goodwill and tax credits.  The Company made an investment in solar tax credits during the year ended December 31, 2021, which materially affected the effective income tax rate for the period.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this annual report 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 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.

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Financial Condition

Overview

Our total assets increased $1.12 billion, or 28.0%, from $4.01 billion at December 31, 2020, to $5.14 billion at December 31, 2021.  The increase in total assets was primarily from increases in securities of $455.6 million, loans of $549.3 million and other assets of $67.4 million. Our total liabilities increased $1.03 billion, or 28.6%, from $3.61 billion at December 31, 2020, to $4.64 billion at December 31, 2021.  The increase in total liabilities was from increases in total deposits of $972.4 million, other liabilities of $28.3 million and subordinated debt of $8.2 million, somewhat offset by decreases in FHLB advances of $10.1 million. Our total stockholders’ equity increased $93.0 million, or 22.8%, from $407.6 million at December 31, 2020, to $500.6 million at December 31, 2021.

Loan Portfolio

Loans are the largest category of earning assets and typically provide higher yields than other types of earning assets.  Excluding the acquired loan balances at year end, gross loans held for investment increased by $165.5 million, or 6.4%, compared with December 31, 2020.  Growth consisted of $133.3 million, or 11.2%, from commercial real estate, $10.4 million, or 11.0%, from agricultural, $219.9 million, or 57.6%, from residential real estate, $25.8 million, or 44.0%, from consumer, and $3.1 million, or 2.3%, from agricultural real estate, offset by a decrease of $227.0 million, or 30.9%, from commercial and industrial.  We also had a decrease in loans classified as held for sale of $8.2 million, or 66.0%, from December 31, 2020.

Our loan portfolio consists of various types of loans, most of which are made to borrowers located in the Wichita, Kansas City and Tulsa MSAs, as well as various community markets throughout Arkansas, Kansas, Missouri and Oklahoma.  Although the portfolio is diversified and generally secured by various types of collateral, the majority of our loan portfolio consists of commercial and industrial and commercial real estate loans and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economic conditions in Arkansas, Kansas, Missouri and Oklahoma.  As of December 31, 2021, the only industry with a concentration of loans in excess of 10% of total loans was the hospitality industry, comprising 11.5% of total loans excluding SBA PPP.

At December 31, 2021, gross total loans were 71.5% of deposits and 61.5% of total assets.  At December 31, 2020, gross total loans were 75.5% of deposits and 64.9% of total assets.

The organic, or non-acquired, growth in our loan portfolio is attributable to our ability to attract new customers from other financial institutions and overall growth in our markets.  Our lending staff has been successful in building banking relationships with new customers.  Several new lenders have been hired in our markets and these employees have been successful in transitioning their former clients and attracting new clients.  Lending activities originate from the efforts of our lenders with an emphasis on lending to individuals, professionals, small to medium-sized businesses and commercial companies located in the Wichita, Kansas City and Tulsa MSAs, as well as community markets in Arkansas, Kansas, Missouri and Oklahoma.

The following table summarizes our loan portfolio by type of loan as of the dates indicated.

Composition of Loan Portfolio

December 31,
202120202019
AmountPercentAmountPercentAmountPercent
(Dollars in thousands)
Commercial and industrial$567,49718.0%$734,49528.3%$592,05223.2%
Real estate loans:
Commercial real estate1,486,14847.1%1,188,69645.9%1,158,02245.3%
Residential real estate638,08720.2%381,95814.7%503,43919.7%
Agricultural real estate198,3306.3%133,6935.2%141,8685.5%
Total real estate loans2,322,56573.6%1,704,34765.8%1,803,32970.5%
Agricultural166,9755.3%94,3223.6%92,8933.6%
Consumer98,5903.1%58,5322.3%68,3782.7%
Total loans held for investment$3,155,62794.7%$2,591,69696.4%$2,556,65296.4%
Total loans held for sale$4,214100.0%$12,394100.0%$5,933100.0%
Total loans held for investment (net of allowances)$3,107,262100.0%$2,557,987100.0%$2,544,420100.0%

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Commercial and industrial:  Commercial and industrial loans include loans used to purchase fixed assets, to provide working capital or meet other financing needs of the business.

Commercial real estate:  Commercial real estate loans include all loans secured by nonfarm nonresidential properties and multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.  Of the $297.5 million in growth during 2021, $164.1 million, or 55.2%, was a result of loans acquired through acquisitions.

Residential real estate:  Residential real estate loans include loans secured by primary or secondary personal residences.  Acquisitions added $36.3 million in residential real estate loans during the year ended December 31, 2021.  During 2021, we purchased six pools of residential real estate mortgage loans totaling $363.9 million.  Pools of mortgages are occasionally purchased to expand our loan portfolio and provide additional loan income.

Agricultural real estate, Agricultural, Consumer and other:  Agricultural real estate loans are loans related to farmland. Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced.  Consumer loans are generally secured by consumer assets but may be unsecured.  The ASBI and Security acquisitions added $62.2 million in agricultural, $61.5 million in agricultural real estate, and $14.3 million in consumer loans during the year ended December 31, 2021.  These three loan types represent 14.7% of our overall loan portfolio.

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2021, and December 31, 2020, are summarized in the following tables.

Loan Maturity and Sensitivity to Changes in Interest Rates

As of December 31, 2021
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$172,409$300,312$88,124$6,652$567,497
Real Estate:
Commercial real estate247,339834,277355,47949,0531,486,148
Residential real estate6,59414,066136,994480,433638,087
Agricultural real estate53,70383,86147,17613,590198,330
Total real estate307,636932,204539,649543,0762,322,565
Agricultural113,13841,0036,8096,025166,975
Consumer36,71440,36118,3523,16398,590
Total$629,897$1,313,880$652,934$558,916$3,155,627
Loans with a predetermined fixed interest rate$258,334$875,796$235,609$334,122$1,703,861
Loans with an adjustable/floating interest rate371,563438,084417,325224,7941,451,766
Total$629,897$1,313,880$652,934$558,916$3,155,627

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As of December 31, 2020
One year or lessAfter one year through five yearsAfter five years through fifteen yearsAfter fifteen yearsTotal
(Dollars in thousands)
Commercial and industrial$157,313$487,729$87,979$1,474$734,495
Real Estate:
Commercial real estate220,286645,661288,24834,5011,188,696
Residential real estate5,0489,84885,123281,939381,958
Agricultural real estate50,52756,51419,3817,271133,693
Total real estate275,861712,023392,752323,7111,704,347
Agricultural62,80425,9112,9142,69394,322
Consumer13,80437,5995,6161,51358,532
Total$509,782$1,263,262$489,261$329,391$2,591,696
Loans with a predetermined fixed interest rate$261,736$896,899$193,889$97,760$1,450,284
Loans with an adjustable/floating interest rate248,046366,363295,372231,6311,141,412
Total$509,782$1,263,262$489,261$329,391$2,591,696

Nonperforming Assets

The following table presents information regarding nonperforming assets at the dates indicated.

Nonperforming Assets

As of December 31,
202120202019
(Dollars in thousands)
Nonaccrual loans$29,361$43,689$38,379
Accruing loans 90 or more days past due256143
Restructured loans-accruing
OREO acquired through foreclosure, net7,58210,6988,293
Other repossessed assets28,79967236
Total nonperforming assets$65,998$54,597$46,908
Ratios:
Nonperforming assets to total assets1.28%1.36%1.19%
Nonperforming assets to total loans plus OREO2.09%2.10%1.83%

Nonperforming assets (“NPAs”) include loans on nonaccrual status, accruing loans 90 or more days past due, restructured loans, other real estate acquired through foreclosure and other repossessed assets.

The nonperforming loans at December 31, 2021, consisted of 176 separate credits and 137 separate borrowers.  We had nine nonperforming loan relationships each with outstanding balances exceeding $1.0 million as of December 31, 2021.  Of the increase in nonperforming assets, $2.5 million was a result of the ASBI acquisition.  There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio.  We have established underwriting guidelines to be followed by lenders and we also monitor delinquency levels for any negative or adverse trends.  There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

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Regulatory Loan Classification

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors.  Loans are analyzed individually and classified based on credit risk.  Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship.  We use the following definitions for risk ratings:

Pass:  Loans classified as pass include all loans that do not fall under one of the three following categories.  These loans are considered unclassified.

Special Mention:  Loans classified as special mention have a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of our credit position at some future date.  These loans are considered classified.

Substandard:  Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.  These loans are considered classified.

Doubtful:  Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable.  These loans are considered classified.

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties.  Potential problem loans are assigned a grade of special mention or substandard.  At December 31, 2021, the Company had $72.5 million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $52.3 million at December 31, 2020.

For additional information about the risk category by class of loans see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements. At December 31, 2021, loans considered unclassified increased to 96.8% of total loans from 96.3% of total loans at December 31, 2020.

Risk Category of Loans by Class

As of December 31, 2021
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$530,783$36,714$567,497
Real estate:
Commercial real estate1,454,54731,6011,486,148
Residential real estate632,9745,113638,087
Agricultural real estate184,42813,902198,330
Total real estate2,271,94950,6162,322,565
Agricultural152,49814,477166,975
Consumer98,26732398,590
Total$3,053,497$102,130$3,155,627
As of December 31, 2020
UnclassifiedClassifiedTotal
(Dollars in thousands)
Commercial and industrial$674,392$60,103$734,495
Real estate:
Commercial real estate1,171,96116,7351,188,696
Residential real estate378,8683,090381,958
Agricultural real estate125,4258,268133,693
Total real estate1,676,25428,0931,704,347
Agricultural86,6297,69394,322
Consumer58,25327958,532
Total$2,495,528$96,168$2,591,696

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At December 31, 2021, the Company had $36.3 million, or 1.2%, of total loans excluding PPP loans participating in the payment deferral program.  For additional information see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements.

In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and, as an important element, to consider when underwriting loans secured in part or in whole by real estate.  The value of real estate collateral provides additional support to the borrower’s credit capacity.

With respect to potential problem loans, all monitored and under-performing loans are reviewed and evaluated to determine if they are impaired.  If we determine that a loan is impaired, then we evaluate the borrower’s overall financial condition to determine the need, if any, for possible write downs or appropriate additions to the allowance for credit losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.

Allowance for credit losses

Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our allowance policy.

In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans.  For additional information see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

Purchased credit deteriorated loans:  Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our purchased credit deteriorated loans policy.  In accordance with ASC 326, the credit impairment mark on acquired loans was reclassified from loans to the allowance for credit losses, effective January 1, 2021.  After adoption of the standard, the allowance for credit losses is increased by the reserve calculated on newly acquired purchased credit deteriorated assets at the date of acquisition.  Subsequent changes to the allowance on these loans are recorded through the provision for loan losses.  For additional information about our purchased credit deteriorated loans see “NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Notes to Consolidated Financial Statements.

Analysis of allowance for credit losses:  At December 31, 2021, the allowance for credit losses totaled $48.4 million, or 1.53% of total loans.  At December 31, 2020, the allowance for loan losses totaled $33.7 million, or 1.30% of total loans.

The Company adopted CECL effective January 1, 2021.  The adoption resulted in increases in the allowance for credit losses (“ACL”) on loans held for investment of $15,732, an ACL for unfunded commitments of $838, a deferred tax asset of $4,167, a reclassification of purchased-impaired discounts from loans to ACL of $10,438 and a decrease in retained earnings of $12,403.  For additional information about the adoption of CECL see “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Consolidated Financial Statements.

The allowance for credit losses on loans collectively evaluated totaled $34.3 million, or 1.14%, of the $3.1 billion in loans collectively evaluated at December 31, 2021, compared to an allowance for loan losses of $23.2 million, or 0.92%, of the $2.54 billion in loans collectively evaluated at December 31, 2020, and an allowance for loan losses of $11.0 million, or 0.44%, of the $2.50 billion in loans collectively evaluated at December 31, 2019.  The increase in allowance as a percentage of total loans and of loans collectively evaluated from December 31, 2020, to December 31, 2021, was driven by the CECL which introduced a life of loan concept to the calculation and resulted in a significant increase in reserves as previously indicated.  Following adoption, the level of reserve has declined due primarily to improving economic circumstances in the markets in which the Company operates as we continue to move away from the peak of the pandemic partially offset by increasing estimated exposure at default, loss experience within our historical loss calculation and extension of expected life of the underlying portfolio.

Net losses as a percentage of average loans was 0.30% for the twelve months ended December 31, 2021, as compared to 0.10% for the twelve months ended December 31, 2020, and 0.68% for the twelve months ended December 31, 2019.

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The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data.

Allowance for Credit Losses

(Dollars in thousands)

December 31, 2021Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for credit losses$22,478$12,248$5,560$2,235$3,756$2,088$48,365
Total loans outstanding1,486,148567,497638,087198,330166,97598,5903,155,627
Net charge-offs(129)7,870(52)473(21)5048,645
Average loan balance1,317,750714,561491,747153,607108,27688,3832,874,324
Non-accrual loan balance6,8336,5575,0754,3986,17532329,361
Loans to total loans outstanding47.1%18.0%20.2%6.3%5.3%3.1%100.0%
ACL to total loans1.5%2.2%0.9%1.1%2.2%2.1%1.5%
Net charge-offs to average loans%1.1%%0.3%%0.6%0.3%
Non-accrual loans to total loans0.5%1.2%0.8%2.2%3.7%0.3%0.9%
ACL to non-accrual loans329.0%186.8%109.6%50.8%60.8%646.4%164.7%
December 31, 2020Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for loan losses$9,012$12,456$4,559$904$758$6,020$33,709
Total loans outstanding1,188,696734,495381,958133,69394,32258,5322,591,696
Net charge-offs2191,24840117337342,778
Average loan balance1,190,097763,971443,312133,81388,20670,0642,689,463
Non-accrual loan balance7,58223,4572,9554,1115,31227243,689
Loans to total loans outstanding45.9%28.3%14.7%5.2%3.6%2.3%100.0%
ACL to total loans0.8%1.7%1.2%0.7%0.8%10.3%1.3%
Net charge-offs to average loans%0.2%0.1%0.1%%1.0%0.1%
Non-accrual loans to total loans0.6%3.2%0.8%3.1%5.6%0.5%1.7%
ACL to non-accrual loans118.9%53.1%154.3%22.0%14.3%2213.2%77.2%
December 31, 2019Commercial Real EstateCommercial and IndustrialResidential Real EstateAgricultural Real EstateAgriculturalConsumerTotal
Allowance for loan losses$3,919$3,061$2,676$608$546$1,422$12,232
Total loans outstanding1,158,022592,052503,439141,86892,89368,3782,556,652
Net charge-offs2,05313,839585(4)1,0356817,576
Average loan balance1,224,804567,215513,529140,36585,74770,3902,602,050
Non-accrual loan balance6,91316,9068,0134,8071,35938138,379
Loans to total loans outstanding45.3%23.2%19.7%5.5%3.6%2.7%100.0%
ACL to total loans0.3%0.5%0.5%0.4%0.6%2.1%0.5%
Net charge-offs to average loans0.2%2.4%0.1%%1.2%0.1%0.7%
Non-accrual loans to total loans0.6%2.9%1.6%3.4%1.5%0.6%1.5%
ACL to non-accrual loans56.7%18.1%33.4%12.6%40.2%373.2%31.9%
Column 1Column 2Column 3
(1)Excluding loans held for sale.

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Management believes that the allowance for credit losses at December 31, 2021, is adequate to cover current expected losses in the loan portfolio as of such date.  There can be no assurance, however, that we will not sustain losses in future periods that could be substantial in relation to the size of the allowance at December 31, 2021.

Securities

We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements.  At December 31, 2021, securities represented 25.8% of total assets compared with 21.7% at December 31, 2020.

At the date of purchase, debt securities are classified into one of two categories, held-to-maturity or available-for-sale.  We do not purchase securities for trading purposes.  At each reporting date, the appropriateness of the classification is reassessed.  Investments in debt securities are classified as held-to-maturity and carried at cost, adjusted for the amortization of premiums and the accretion of discounts, in the financial statements only if management has the positive intent and ability to hold those securities to maturity.  Debt securities not classified as held-to-maturity are classified as available-for-sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, as accumulated comprehensive income or loss until realized.  Interest earned on securities is included in total interest and dividend income.  Also included in total interest and dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka.  These stock investments are stated at cost.

The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown.

Available-For-Sale Securities

December 31,
20212020
Amortized CostFair ValueAmortized CostFair Value
(Dollars in thousands)
U.S. Government-sponsored entities$124,898$123,407$996$1,023
U.S. Treasury securities157,289155,6024,0244,025
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities661,584664,887630,485651,425
Private label residential mortgage-backed securities173,717171,68844,30244,178
Corporate52,55553,77752,50353,650
Small Business Administration loan pools16,56816,4751,2261,270
State and local subdivisions138,404141,606111,865116,256
Total available-for-sale securities$1,325,015$1,327,442$845,401$871,827

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The following tables summarize the contractual maturity of debt securities and their weighted average yields as of December 31, 2021, and December 31, 2020.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.  Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.  Available-for-sale securities are shown at fair value and held-to-maturity securities are shown at cost, adjusted for the amortization of premiums and the accretion of discounts.

December 31, 2021
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after 10 yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. Government-sponsored entities$1,0012.78%$29,5240.50%$84,8101.37%$8,0721.89%$123,4071.21%
U.S. Treasury securities%48,0081.14%107,5941.10%%$155,6021.11%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities%69,7341.35%211,9651.65%383,1882.05%$664,8871.85%
Private label residential mortgage-backed securities%%%171,6881.62%$171,6881.62%
Corporate%%53,7774.18%%$53,7774.18%
Small Business Administration loan pools%%9,6690.93%6,8061.76%$16,4751.27%
State and political subdivisions(1)7,2592.60%21,0382.43%44,6402.26%68,6692.36%$141,6062.35%
Total available-for-sale securities8,2602.62%168,3041.28%512,4551.79%638,4231.96%1,327,4421.81%
Total debt securities$8,2602.62%$168,3041.28%$512,4551.79%$638,4231.96%$1,327,4421.81%
Column 1Column 2
(1)The calculated yield is not calculated on a tax equivalent basis.
December 31, 2020
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
Carrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYieldCarrying ValueYield
(Dollars in thousands)
Available-for-sale securities:
U.S. government-sponsored entities$%$1,0232.78%$%$%$1,0232.78%
U.S. treasury securities4,0250.14%%%%$4,0250.14%
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities55.77%2,0933.26%101,3522.12%547,9752.10%$651,4252.10%
Private label residential mortgage-backed securities%%%44,1780.23%$44,1780.23%
Corporate5,0502.17%%48,6004.25%%$53,6504.05%
Small Business Administration loan pools%%%1,2702.38%$1,2702.38%
State and political subdivisions(1)3,7652.41%26,6792.45%24,2122.93%61,6003.17%$116,2562.93%
Total available-for-sale securities12,8451.61%29,7952.52%174,1642.83%655,0232.07%871,8272.23%
Total debt securities$12,8451.61%$29,7952.52%$174,1642.83%$655,0232.07%$871,8272.23%
Column 1Column 2
(1)The calculated yield is not calculated on a tax equivalent basis.

Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae, Freddie Mac and non-agency private label providers.  Unlike U.S. Treasury and U.S. Government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities.  Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments.  As such, mortgage-backed securities purchased at a premium will generally produce decreasing net yields as interest rates drop because homeowners tend to refinance their mortgages resulting in prepayments and an acceleration of premium amortization.  Securities purchased at a discount will reflect higher net yields in a decreasing interest rate environment as prepayments result in an acceleration of discount accretion.

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The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time.  Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives.  At December 31, 2021, and December 31, 2020, 66.3% and 85.1% of the mortgage-backed securities held by us had contractual final maturities of more than ten years with a weighted average life of 4.4 years and 2.5 years and a modified duration of 4.1 years and 2.4 years.

Deposits

Our lending and investing activities are primarily funded by deposits.  A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market and time deposits.  We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy and personalized service to attract and retain these deposits.

The following table shows our composition of deposits at December 31, 2021, 2020 and 2019.

Composition of Deposits

December 31,
2021202020192021 vs. 20202020 vs. 2019
AmountPercent of TotalAmountPercent of TotalAmountPercent of TotalChange%Change%
(Dollars in thousands)
Non-interest-bearing demand$1,244,11728.1%$791,63922.9%$481,29815.7%$452,47857.2%$310,34164.5%
Interest-bearing demand and NOW accounts1,202,40827.2%1,016,42429.5%703,04823.0%185,98418.3%313,37644.6%
Savings and money market1,319,88129.9%1,012,67329.4%1,046,00034.1%307,20830.3%(33,327)(3.2)%
Time653,59814.8%626,85418.2%833,17027.2%26,7444.3%(206,316)(24.8)%
Total deposits$4,420,004100.0%$3,447,590100.0%$3,063,516100.0%$972,41428.2%$384,07412.5%

The following tables show deposits assumed in 2021 acquisitions, as of the time of such acquisitions.

ASBI Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$254,94438.1%
Interest-bearing demand and NOW accounts95,02314.2%
Savings and money market221,18733.1%
Time97,69514.6%
Total deposits$668,849100.0%
Security Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$19,72426.3%
Interest-bearing demand and NOW accounts13,71318.3%
Savings and money market26,13234.8%
Time15,50920.6%
Total deposits$75,078100.0%

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The following table shows deposits assumed in 2020 acquisitions, as of the time of such acquisitions.

Almena Acquisition
AmountPercent of Total
(Dollars in thousands)
Non-interest-bearing demand$11,73718.8%
Interest-bearing demand and NOW accounts6,23810.0%
Savings and money market5,8359.3%
Time38,66261.9%
Total deposits$62,472100.0%

The following table shows the average deposit balance and average rate paid on deposits for the year ended December 31, 2021, 2020 and 2019.

Average Deposit Balances and Average Rate Paid

December 31,
202120202019
Average BalanceAverage Rate PaidAverage BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing demand$1,021,261%$678,713%$478,638%
Interest-bearing demand and NOW accounts1,032,9380.21%805,6510.39%683,1801.19%
Savings and money market1,129,8690.14%989,4570.28%1,016,7721.27%
Time625,5620.73%704,9211.52%967,8032.06%
Total deposits$3,809,630$3,178,742$3,146,393

Included in interest-bearing demand deposits are Insured Cash Sweep (“ICS”) reciprocal demand deposit balances of $308.4 million at December 31, 2021, $256.0 million at December 31, 2020, and $43.8 million at December 31, 2019.  Also included in savings and money market deposits at December 31, 2021, 2020, and 2019, are ICS reciprocal money-market deposit balances of $52.2 million, $23.7 million, and $20.0 million.  These balances represent customer funds placed in ICS that allow Equity Bank to break large demand and money-market deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit.  These deposits are placed in ICS, but are Equity Bank’s customer relationships that management views as core funding.

Included in time deposits are Certificate of Deposit Account Registry Service (“CDARS”) program balances of $3.0 million, $14.9 million, and $9.5 million at December 31, 2021, 2020, and 2019.  CDARS allows Equity Bank to break large deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit.  Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lessor of 20% of total liabilities or $5.0 billion and Equity Bank is well capitalized and well rated.  All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.

The following table provides information on the maturity distribution of time deposits of $250,000 or more as of December 31, 2021, and December 31, 2020.

December 31,
20212020
(Dollars in thousands)
3 months or less$88,969$49,240
Over 3 through 6 months115,06335,646
Over 6 through 12 months14,04741,603
Over 12 months15,38144,067
Total Time Deposits$233,460$170,556

Other Borrowed Funds

We utilize borrowings to supplement deposits to fund our lending and investing activities.  Short-term borrowing and long-term borrowing consist of funds from the FHLB, federal funds purchased and retail repurchase agreements, a bank stock loan and

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subordinated debt. The Company continually has short-term borrowings which are disclosed in “NOTE 11 – BORROWINGS” and “NOTE 12 – SUBORDINATED DEBT.”

Federal funds purchased and retail repurchase agreements:  We have available federal funds lines of credit with our correspondent banks.  Retail repurchase agreements outstanding represent the purchase of interests in securities by banking customers.  Retail repurchase agreements are stated at the amount of cash received in connection with the transaction.  We do not account for any of our retail repurchase agreements as sales for accounting purposes in our financial statements.  Retail repurchase agreements with banking customers are settled on the following business day.  See “NOTE 11 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

FHLB advances:  FHLB advances include both draws against our line of credit and fixed rate term advances.  Each term advance is payable in full at its maturity date and contains provision for prepayment penalties.  The Company acquired $14.4 million in FHLB term advances in the October 2021 ASBI merger, all of which have subsequently been repaid.  Our FHLB borrowings are used for operational liquidity needs for originating and purchasing loans, purchasing investments and general operating cash requirements.  See “NOTE 11 – BORROWINGS” in the Notes to Consolidated Financial Statements for additional information.

Bank stock loan:  The Company maintains a borrowing facility through an unaffiliated financial institution.  The terms of the loan require us and Equity Bank to maintain minimum capital ratios and other covenants.  The loan and accrued interest may be pre-paid at any time without penalty.  In the event of default, the lender has the option to declare all outstanding balances as immediately due.  For detailed information, see “NOTE 11 – BORROWINGS” in the Notes to Consolidated Financial Statements.

Subordinated debentures:  In conjunction with the 2012 acquisition of First Community, we assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by us, FCB Capital Trust II and FCB Capital Trust III, (“CTII” and “CTIII,” respectively).  In conjunction with the 2016 acquisition of Community First Bancshares, Inc., we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, Community First (AR) Statutory Trust I, (“CFSTI”).  In conjunction with the 2021 acquisition of ASBI, we assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary that is controlled by us, American State Bank Statutory Trust I, (“ASBSTI”).  For additional information, see “NOTE 12 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Subordinated notes:  In 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold a total of $75.0 million in aggregate principal amounts of its 7.00% Fixed-to-Floating Rate Subordinated Notes due in 2030.  For additional information, see “NOTE 12 – SUBORDINATED DEBT” in the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

Liquidity

Market and public confidence in our financial strength and financial institutions, in general, will largely determine access to appropriate levels of liquidity.  This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.

Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis.  We measure our liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily, weekly and monthly basis.

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs.  Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations and unexpected deposit outflows.  In this process, we focus on both assets and liabilities and on the manner in which they combine to provide adequate liquidity to meet our needs.

During the years ended December 31, 2021, 2020 and 2019, our liquidity needs have primarily been met by core deposits, security and loan maturities and amortizing investment and loan portfolios.  Other funding sources include federal funds purchased, retail repurchase agreements, brokered certificates of deposit, subordinated notes and borrowings from the FHLB.

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Our largest sources of funds are deposits, fed funds sold, retail repurchase agreements, and subordinated debt, and our largest uses of funds are the origination or purchases of loans and securities purchases.  Average loans were $2.88 billion for the year ended December 31, 2021, an increase of 6.9% over average loans of $2.70 billion for the year ended December 31, 2020.  Excess deposits are primarily invested in our interest-bearing deposit account with the Kansas City Federal Reserve Bank, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth.  Our securities portfolio has a weighted average life of 4.8 years and a modified duration of 4.5 years at December 31, 2021.  We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, our core deposit base, FHLB advances and other borrowing relationships.  On March 13, 2017, the Company entered into an agreement with an unaffiliated financial institution that provided for a maximum borrowing facility of $30.0 million, which was subsequently amended on March 11, 2019, to increase the maximum borrowing facility to $40.0 million.  This agreement was renewed and amended on February 11, 2022, to decrease the maximum borrowing amount from $40.0 million to $25.0 million. This agreement, which is secured by Equity Bank stock, can be used to fund future acquisitions and for general corporate purposes.  There was no outstanding balance on this borrowing facility for the period ending December 31, 2021.

Cash Flow Overview

During 2021, operating and financing activities provided $102.7 million and $191.9 million of liquidity, respectively, which was partially offset by investing activities use of $315.3 million of cash assets, ultimately decreasing total cash and cash equivalents by $20.7 million. The cash usage in investing activities was driven mostly by purchases of securities of $785.3 million, partially offset by proceeds from securities of $472.9 million. The cash provided by financing activities was primarily due to increases in deposits of $228.5 million, offset by net payments on FHLB advances of $24.5 million and purchases of treasury stock of $18.7 million.

During 2020, operating activities provided $43.6 million of liquidity, investing activities infused $96.0 million of cash assets and financing activities generated $51.8 million of additional funds, ultimately increasing total cash and cash equivalents by $191.4 million.  The cash provided by investing activities came primarily from $66.9 million of net proceeds from securities transactions and $25.9 million of net cash received from the Almena acquisition.  The cash provided by financing activities was principally due to a $321.5 million increase in deposits and $75.0 million from subordinated note originations, partially offset by a $314.2 million reduction in FHLB borrowings, treasury stock purchases of $19.3 million and a $9.0 million net payoff of the bank stock loan.

For information related to cash flow during 2019, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 10, 2020.

Off-Balance Sheet Items

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in 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 standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.  Our exposure to credit loss is represented by the contractual amounts of these commitments.  The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.

Standby and Performance Letters of Credit:  For additional information see “NOTE 22 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Commitments to Extend Credit:  For additional information see “NOTE 22 – COMMITMENTS AND CREDIT RISK” in the Notes to Consolidated Financial Statements.

Future Debt Repayments

In the normal course of business, we enter into short-term and long-term debt obligations resulting in commitments to make future payments. For additional information see “NOTE 11 – BORROWINGS” and “NOTE 12 – SUBORDINATED DEBT.”

Capital Resources

Capital management consists of providing equity to support our current and future operations.  The bank regulators view capital levels as important indicators of an institution’s financial soundness.  As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold.  As a bank holding company and a state chartered Fed member bank, the Company and Equity Bank are subject to regulatory capital requirements.

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Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure to meet capital requirements can initiate regulatory action.  Management believes, as of December 31, 2021, and December 31, 2020, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition.  If adequately capitalized, regulatory approval is required to accept brokered deposits.  If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.

Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver.  As of December 31, 2021, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, Equity Bank must maintain minimum total capital, Tier 1 capital, Common Equity Tier 1 capital and Tier 1 leverage ratios as set forth in the table.  There are no conditions or events since that notification that management believes have changed Equity Bank’s category.

The total increase in stockholders’ equity of $93.0 million was principally attributable to the ASBI merger, which increased capital by $84.7 million, and total comprehensive income of $34.5 million, partially offset by a retained earnings adjustment related to ASC 326 implementation of $12.4 million and treasury stock purchases of $18.7 million.  For additional information about the Company’s capital see “NOTE 16 – REGULATORY MATTERS” in Notes to Consolidated Financial Statements.

Non-GAAP Financial Measures

We identify certain financial measures discussed in this Annual Report on Form 10-K as being “non-GAAP financial measures.” In accordance with the SEC’s rules, 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 generally accepted accounting principles as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows.  Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this 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 companies 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.

Tangible Book Value per Common Share and Tangible Book Value Per Diluted Common Share:  Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization, and naming rights, net of accumulated amortization; (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and (c) tangible book value per diluted common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding plus the period-end dilutive effects of vested restricted stock units, the assumed exercise of stock options, redemption of non-vested restricted stock units, and pending employee stock purchase plan shares at period end.  For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.

Management believes that these measures are important to many investors who are interested in changes from period to period in book value per common 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 common equity, tangible book value per common share and tangible book value per diluted common share and compares these values with book value per common share.

December 31,
20212020201920182017
(Dollars in thousands, except share data)
Total stockholders’ equity$500,631$407,649$478,060$455,941$374,144
Less: goodwill54,46531,601136,432131,712104,907
Less: core deposit intangibles, net14,87916,05719,90721,72510,738
Less: mortgage servicing asset, net27651117
Less: naming rights, net1,0871,1301,1741,2171,260
Tangible common equity$429,924$358,861$320,542$301,276$257,222
Common shares outstanding at period end16,760,11514,540,55615,444,43415,793,09514,605,607
Diluted common shares outstanding at period end17,050,11514,540,55615,719,81016,085,72914,873,257
Book value per common share$29.87$28.04$30.95$28.87$25.62
Tangible book value per common share$25.65$24.68$20.75$19.08$17.61
Tangible book value per diluted common share$25.22$24.68$20.39$18.73$17.29

Tangible Common Equity to Tangible Assets:  Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; (b) tangible assets as total assets less goodwill, core deposit intangibles, net of accumulated amortization, mortgage servicing asset, net of accumulated amortization and naming rights, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

Management believes 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 total assets while not increasing tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets.

December 31,
20212020201920182017
(Dollars in thousands)
Total stockholders’ equity$500,631$407,649$478,060$455,941$374,144
Less: goodwill54,46531,601136,432131,712104,907
Less: core deposit intangibles, net14,87916,05719,90721,72510,738
Less: mortgage servicing asset, net27651117
Less: naming rights, net1,0871,1301,1741,2171,260
Tangible common equity$429,924$358,861$320,542$301,276$257,222
Total assets$5,137,631$4,013,356$3,949,578$4,061,716$3,170,509
Less: goodwill54,46531,601136,432131,712104,907
Less: core deposit intangibles, net14,87916,05719,90721,72510,738
Less: mortgage servicing asset, net27651117
Less: naming rights, net1,0871,1301,1741,2171,260
Tangible assets$5,066,924$3,964,568$3,792,060$3,907,051$3,053,587
Equity / assets9.74%10.16%12.10%11.23%11.80%
Tangible common equity to tangible assets8.48%9.05%8.45%7.71%8.42%

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Return on Average Tangible Common Equity:  Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) adjusted net income allocable to common stockholders as net income allocable to common stockholders plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on amortization of intangible assets (tax rates used in this calculation were 21% for 2021, 2020, 2019 and 2018; 35% for 2017) (c) return on average tangible common equity as adjusted net income allocable to common stockholders (as described in clause (b)) divided by average tangible common equity (as described in clause (a)).  For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Management believes that this measure is important to many investors in the marketplace because it measures the return on equity, exclusive of the effects of intangible assets on earnings and capital.  Goodwill and other intangible assets have the effect of increasing average stockholders’ equity and, through amortization, decreasing net income allocable to common stockholders while not increasing average tangible common equity or decreasing adjusted net income allocable to common stockholders.

The following table reconciles, as of the dates set forth below, total average stockholders’ equity to average tangible common equity and net income allocable to common stockholders to adjusted net income allocable to common stockholders.

December 31,
20212020201920182017
(Dollars in thousands)
Total average stockholders’ equity$446,795$464,608$463,445$420,453$293,798
Less: average intangible assets50,831130,329158,410139,13176,320
Average tangible common equity$395,964$334,279$305,035$281,322$217,478
Net income (loss) allocable to common stockholders$52,480$(74,970)$25,579$35,825$20,649
Plus: goodwill impairment, net of actual tax effect99,526
Amortization of intangible assets4,2423,8983,2182,4921,070
Less: estimated tax effect on intangible asset amortization891819676523375
Adjusted net income allocable to common stockholders$55,831$27,635$28,121$37,794$21,344
Return on average equity (ROAE)11.75%(16.14)%5.52%8.52%7.03%
Return on average tangible common equity (ROATCE)14.10%8.27%9.22%13.43%9.81%

Efficiency Ratio:  The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.  We calculate the efficiency ratio by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition.  The GAAP-based efficiency ratio is non-interest expenses divided by net interest income plus non-interest income.

In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses, loss on debt extinguishment, net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition.

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The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio.

December 31,
20212020201920182017
(Dollars in thousands)
Non-interest expense$119,465$208,990$99,635$94,387$67,463
Less: goodwill impairment104,831
Less: merger expenses9,1892999157,4625,352
Less: loss on debt extinguishment372
Non-interest expense, excluding merger expenses and loss on debt extinguishment$109,904$103,860$98,720$86,925$62,111
Net interest income$142,579$132,652$125,858$124,798$86,002
Non-interest income$32,842$26,023$24,988$19,725$15,440
Less: gain on acquisition5852,145
Less: net gains (losses) from securities transactions4061114(9)271
Non-interest income, excluding net gains (losses) from security transactions and gain on acquisition$31,851$23,867$24,974$19,734$15,169
Non-interest expense, less goodwill impairment, to net interest income plus non-interest income68.10%65.64%66.05%65.31%66.50%
Efficiency Ratio63.01%66.36%65.45%60.14%61.39%