| PAGE |
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| PART I | | 3 | |
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| ITEM 1. | Business | 3 | |
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| ITEM 1A. | Risk Factors | 24 | |
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| ITEM 1B. | Unresolved Staff Comments | 33 | |
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| ITEM 1C. | Cybersecurity | 34 | |
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| ITEM 2. | Properties | 35 | |
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| ITEM 3. | Legal Proceedings | 35 | |
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| ITEM 4. | Mine Safety Disclosures | 35 | |
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| PART II | | 36 | |
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| ITEM 5. | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 36 | |
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| ITEM 6. | | Reserved | | 36 |
| ITEM 7. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 37 |
| ITEM 7A. | | Quantitative and Qualitative Disclosures About Market Risk | | 47 |
| ITEM 8. | | Financial Statements and Supplementary Data | | 47 |
| ITEM 9. | | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure | | 86 |
| ITEM 9A. | | Controls and Procedures | | 86 |
| ITEM 9B. | | Other Information | | 87 |
| ITEM 9C. | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 87 |
| PART III | | 88 |
| ITEM 10. | | Directors, Executive Officers and Corporate Governance | | 88 |
| ITEM 11. | | Executive Compensation | | 88 |
| ITEM 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 88 |
| ITEM 13. | | Certain Relationships and Related Transactions, and Director Independence | | 89 |
| ITEM 14. | | Principal Accountant Fees and Services | | 89 |
| PART IV | | 89 |
| ITEM 15. | | Exhibits and Financial Statement Schedules | | 89 |
| SIGNATURES | | 91 |
Forward Looking Statements
This Annual Report on Form 10-K contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “potential,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:
| ● | statements of our goals, intentions and expectations; |
| ● | statements regarding our business plans, prospects, growth and operating strategies and financial condition and results of operation; |
| ● | statements regarding the quality of our loan and investment portfolios; and |
| ● | estimates of our risks and future costs and benefits. |
These forward-looking statements are based on our current beliefs and expectations and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report on Form 10-K.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
| ● | general economic conditions, either nationally or in our market area, that are worse than expected, including potential recessionary conditions or slowed economic growth caused by supply chain disruption or otherwise; |
| ● | changes in liquidity, including the size and compositions of our deposit portfolio and the percentage of uninsured deposits; |
| ● | changes in the level and direction of loan delinquencies and charge-offs and changes in the calculation methodology and the estimates of the adequacy of the allowance for credit losses; |
| ● | our ability to access cost-effective funding; |
| ● | fluctuations in real estate values and both residential and commercial real estate market conditions; |
| ● | demand for loans and deposits in our market area; |
| ● | changes in monetary or fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; |
| ● | our ability to continue to implement our business strategies; |
| ● | competition among depository and other financial institutions; |
| ● | cyber attacks, computer viruses and other technological risks that may breach the security of our website or other systems or those of third parties upon which we rely to obtain unauthorized access to confidential information and destroy data or disable our systems; |
| ● | technological changes that may be more difficult or expensive than expected; |
| ● | the ability of third-party providers to perform their obligations to us; |
| ● | inflation and changes in market interest rates that reduce our margins and yields, reduce the fair value of financial instruments or reduce our volume of loan originations or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary market; |
| ● | adverse changes in the securities markets; |
| ● | changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, Federal Deposit Insurance Corporation assessments and capital requirements; |
| ● | the imposition of tariffs or other domestic or international governmental policies; |
| ● | our ability to manage market risk, credit risk and operational risk; |
| ● | our ability to enter new markets successfully and capitalize on growth opportunities; |
| ● | our ability to successfully integrate into our operations any assets, liabilities or systems we may acquire, as well as new management personnel or customers, and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; |
| ● | changes in consumer spending, borrowing and savings habits; |
| ● | changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; |
| ● | our ability to retain key employees; |
| ● | our compensation expense associated with equity allocated or awarded to our employees; and |
| ● | changes in the financial condition, results of operations or future prospects of issuers of securities that we own. |
Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please also see “Item 1A. Risk Factors.”
