2021 ANNUAL REPORT
Live Oak Bancshares
LETTER FROM
THE CHAIRMAN
To Our Shareholders,
Deposits
Before we discuss our past successes and our future
dreams, I want to tell you — our shareholders —
we lost a dear friend and co-founder last year. Kel
Landis had a remarkable career and was instrumental
in making Live Oak what it is today. His insight, courage,
and wisdom will be sorely missed by all of us.
Typically, in this letter we talk about the past, the
present, and the future. Not this time. This is going
to be the most unusual shareholder letter that
you have ever read. Or should I say listened to.
I have read every line of our 147-page Annual
Report on Form 10-K and every voluminous
analyst report. All those documents do a
fantastic job of laying out our past. Enough!
Every time we talk to shareholders we have one
goal — if we can get you to our campus and spend
some meaningful time together, we can clearly
show you who we are and where we are going!
This year we are turning to our award-winning
videography department. You are going to hear
two-minute snapshots from our leadership team.
Then I am going to conclude this digitization of
a shareholder letter by randomly walking around
the bank and interviewing our folks to give you a
better sense of what makes this bank tick. What do
we stand for, and how we are going to deliver!
And deliver we must!
After 14 years of trying to revolutionize the banking
industry, the moment has come. We converted to the
Finxact core on August 20, 2021, and have integrated
15 other separate vendors. The task of embedding
our bank to digitize everything a customer needs to
operate their business is well underway. We plan to
have our first partnership live on this journey by the
end of this year. The search for non-interest bearing
deposits at scale begins. When delivered, we shall
move on to the 30+ deposit-rich verticals that we serve.
We are particularly excited about our next-gen deposit
capabilities as it relates to delivering embedded
banking products. As we help solve industry-specific
pain points with seamless banking integrations built for
small business owners, we can begin delivering banking
services directly through the verticalized software
providers they use to run their business. This will allow
us to create bespoke community banks for each of
our specific industries — the theory of verticality 2.0.
We also have the opportunity to expand these
capabilities to fintech companies. Fintech companies
completely understand the world of API-first, cloud-
native architecture. All have built their own purpose-
built core processors with beautiful user interfaces
and superior functionality. However, when they try to
rent a charter and access day-to-day tasks performed
by a federally regulated bank, they are right back to
attempting to integrate into 40-year-old clunky systems
held together with baling wire and twine. Our real-time
interface with Finxact’s core as a service platform
and the architecture around it will put us at the
forefront of serving this growing and exciting market.
ABOUT THE COVER
As a part of our mission to be America’s small business
bank, Live Oak helps small businesses foster growth through
guidance, access to capital, knowledge and strategy.
Loans
Relative to the other side of the balance sheet, we
have never been more excited about growing our
loan portfolio.
Take a look at the last 10 years of loan and lease
originations and net charge offs.
Our ability to expand the number of vertical industries
we serve, as well as hire general SBA lenders
throughout the country, has fallen into a predictable
cadence allowing us to grow the net interest
income of this business greater than 15 percent,
excluding PPP, every year over the past 10 years.
Net Charge Offs
(in millions)
Originations
(in millions)
Now over to our video to learn more about who we
are and where we are going!
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
$
2
2
1
1
2
4
5
4
19
9
$
414
499
848
1,159
1,537
1,934
1,766
2,002
2,688
3,933
Total
$
49
$
16,780
E
AN T O H
C
S
S
C
A
A R F R OM LEA
D
E
R
S
H
I
P
P
HI
D E R S
A
E
L
N
T
O HEAR F R O M
All my very best,
Net charge offs are reflective for all loans and leases carried at historical
cost and measured at fair value. Originations exclude PPP.
James S. “Chip” Mahan III
Chairman and Chief Executive Officer
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE REPORT
A Note from Huntley Garriott,
President of Live Oak Bank
The stories and statistics you will read in the following
pages are a direct reflection of our commitment to Live
Oak Bank’s environmental, social and governance (ESG)
responsibilities. Many of these initiatives and programs
are the direct result of our own folks taking the lead to
bring ESG to the forefront of our everyday business.
This year, you will see that our customer-centered
culture drives remarkable results. You will hear
from a new employee, a current customer,
see our campus, our community and our
board’s experience and expertise.
We have five key objectives in our ESG work:
employees, customers, sustainability, community,
and governance.
While this work has been in progress since inception,
we began reporting on metrics for these areas of focus
in 2020 and will benchmark our progress annually.
As a mission-driven organization, we put the
customer at the center of everything we do and
are inspired daily by the entrepreneurs we meet
who are changing the world around them. We are
doing our part here also to change the financial
services industry for the better as we continue our
mission to be America’s small business bank.
M. Huntley Garriott, Jr.
EMPLOYEES
Our Commitment
At Live Oak, our people are our
greatest asset. We never lose
sight of their wellbeing and believe
that our employees are the heart
of this company. Live Oak is
committed to creating a dynamic,
inclusive workplace with abundant
opportunities to grow and achieve
more every day. We’ve doubled
down on our focus to partner with
innovative workforce development
programs, including Workforce
Investment Network (WIN).
WIN is part of the Carolina Fintech
Hub and is a paid professional
development program that
educates and onboards qualified
talent into the local workforce.
A graduate of WIN, Geterry Sidbury-
Crawford is now an associate
software engineer at Live Oak
where he’s working alongside
our tech team to develop next-
generation banking software.
Geterry’s experience in WIN’s
24-week program gave him
the chance to gain real-world
experience, become part of a
community and land a full-time
tech job. WIN’s mission is to provide
upward mobility opportunities
for underserved communities,
combat the perceived lack of
technology talent in our area and
increase the number of minorities
and women pursuing careers in
technology. Live Oak will be seeking
and investing in young doers like
Geterry in 2022 and beyond.
PARTNERSHIPS WITH 6 WILMINGTON-BASED
DIVERSITY, EQUITY & INCLUSION PROGRAMS
Brigade Boys & Girls Club, Camp
Schreiber, WIN, Girls Leadership
Academy of Wilmington, District C,
Youth Technology Apprenticeship
Camp — resulting in:
13
High school internships
14
College interships
40
High schoolers —
Shark Tank Experience
150
Middle and high schoolers —
job shadowing
OUR PEOPLE
Our investment in our people
fosters a highly collaborative and
thought-provoking environment
that helps our customers thrive.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT CUSTOMERS
Inclusive Small Business Lending
Lashanda Conyers has operated
a successful in-home daycare
business since 2014. With a
maximum capacity of just 12
children and a waitlist of over 70
in her current space outside of
Washington, DC, in Upper Marlboro,
MD, it was time to seek financing
for expanding her operation. With
an SBA 7(a) loan from Live Oak,
Lashanda purchased commercial
real estate with the goal of
expanding care from 12 to 133
children. She was able to buy a
property that was previously a
childcare facility and only had to
make cosmetic updates. However,
Lashanda’s journey was not without
challenges. She had limited capital
for the down payment, and she
knew she must significantly expand
the business by adding over 10
times the current child count. Along
with Live Oak, Lashanda developed
a strategic partnership with a local
technical assistance provider. As
a result, her community now has
access to a much-needed service
that had gone unmet since the
previous daycare at that location
closed in the COVID-19 pandemic.
Lashanda has significantly
broadened her customer base
and increased revenue with
the ability to create a larger
and lasting impact on the local
community. Finally, the center’s
expansion created additional
jobs to help further economic
development and investment.
There is a funding gap in this
country, and Live Oak wants to
address it. We believe that every
business owner deserves the
opportunity to drive economic
growth in their own communities.
$206M
2021 Loan volume to women
and minorities
$146M
2021 Loan volume to rural areas
$38M
2021 Loan volume to veterans
$15K
Sponsorship
Women’s Business Collaborative
$10K
Sponsorship
US Black Chamber of Commerce
38
Partnerships
24 Community Development
Financial Institutions (7 active)
OUR CUSTOMERS
14 Technical Assistance (2 active)
We work tirelessly to help
our customers navigate the
complexities of small business
financial solutions.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT SUSTAINABILITY
A Sense of Place
As Chip alludes to in his
shareholder letter, Live Oak’s
campus is a differentiator. It is
intentionally designed to support
employees in more ways than just
office space. From the beginning,
our campus was built with care
and concern for our people and
our environment. It is more than
a place to come to work, it is
the engine of our company.
Set amid a historic long leaf pine
forest, Live Oak’s campus is built
in the native landscape of Eastern
North Carolina known for sandy soil
and essential wetlands. To be good
stewards of the land while building
a vibrant corporate campus, Live
Oak set out to create a special
and sustainable environment for
our employees and community.
Live Oak’s buildings are
supported by solar rooftop
panels offsetting CO2 emissions.
Glass windows and walls, which
were designed as a literal nod
to our transparent culture, are
specially tinted to provide utility
savings. Electric vehicle charging
stations are installed on every
level of our parking deck, and
employees are encouraged to
bike to work on a regular basis.
Live Oak has planted more
than 200 native trees on
campus and partnered with
the City of Wilmington, where
we are headquartered, to
increase the city’s tree canopy
along its main corridors.
$514M
2021 Loan volume to renewable
energy projects
361 K+
Pounds of CO2 emissions saved
annually by solar panel offsets
Equivalent of 9,107 trees planted
27
Acres of preserved historic pine
forest around our campus
200 additional native trees planted
Live Oak’s campus may make
a strong visual statement, but
we’re focused on making as
little of an impact on our natural
surroundings as possible.
06
EV Stations
OUR CAMPUS
We created a campus environment
that intentionally supports
employees so they can put
our customers first and deliver
on our mission every day.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT COMMUNITY
Many areas across the country
are seeing housing costs continue
to rise. This map shows the
affordable housing inventory in
New Hanover County, NC, where
Live Oak is making investments
to increase the number of units
available to local residents.
Driving Equitable Change
Wilmington is a beautiful place
and home to stunning beaches,
a historic riverfront and a
vibrant university. Like many
American cities, it faces socio-
economic challenges that need
to be addressed from multiple
fronts in order to bring equitable
opportunities to all who live
here. Live Oak has joined forces
with both the local public and
private sectors to drive equitable
systematic change in our region
to advance the socio-economic
status of all residents.
Live Oak started this work in
2019 helping with the launch
of Cape Fear Collective, a non-
profit organization that uses data
science to gain insight, mobilize
private sector capital and invest
in programs and projects that
support cross-sector collaboration.
The first of that programming was
a $2.5 million investment Live Oak
made in 2020 to support affordable
housing solutions in the region. In
January 2022, Live Oak partnered
with three other banks to fund
Cape Fear Collective’s purchase
of 71 housing units for $10.6 million
to add more affordable housing
to the local market. The units
will be rented at affordable rates
with opportunities for tenants
to purchase the properties.
Live Oakers like to say that we are
in the American Dream business.
Owning a business and owning
a home is part of that dream
for many Americans, and, as
Cape Fear Collective points out
in its 2021 Inclusive Economy
Report, housing is key to building
intergenerational wealth. Affordable
housing is one way Live Oak is
changing the trajectory of our
community, and we are proud to
invest in the city we call home.
Median Rental Costs
in Wilmington, NC
$1 to $500
$500 to $1,000
$1,001 to $1,500
$1,501 to $2,000
Missing
Rentable Units
*Source: Cape Fear Collective
$3.75M
Affordable housing investments
$1.49M
Local grants funded
854
Volunteer hours
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT Median Rental Costs
in Wilmington, NC
$1 to $500
$500 to $1,000
$1,001 to $1,500
$1,501 to $2,000
Missing
Rentable Units
GOVERNANCE
Leading with Expertise and Experience
Live Oak’s board of directors have a mix of skills and experience
that we believe are relevant to our long-term strategy and success.
Our directors are leaders in their respective fields and bring diverse
perspectives, experiences, and tenure to the organization.
Accounting and
Financial Reporting
2 out of 9 directors
Banking and
Financial Services
9 out of 9 directors
Cyber Security
1 out of 9 directors
Digital Innovation
and Fintech
4 out of 9 directors
Compensation
and Benefits
5 out of 9 directors
Marketing
2 out of 9 directors
Board of Directors
LIVE OAK
BANCSHARES
JAMES S. “CHIP”
MAHAN III
WILLIAM L.
WILLIAMS III
TONYA W.
BRADFORD
WILLIAM H.
CAMERON
DIANE B.
GLOSSMAN
GLEN F.
HOFFSIS
DAVID G.
LUCHT
MILTOM E.
PETTY
NEIL L.
UNDERWOOD
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT Capital is just one way we invest in our community
SOLD-OUT CROWDS
AND A STRONG
LOCAL ECONOMY
JULY 2021
Opened
6.6 ACRES
Riverfront Park
Downtown Wilmington
7,200
Pavilion capacity
28
Concerts and events*
89,458
Concert attendees*
625
Jobs created*
Photo Credit: Tony Morin, Hendy Street Produxions
This year, Live Oak Bank announced an agreement with Live
Nation to name downtown Wilmington’s new concert amphitheater
and park the Live Oak Bank Pavilion at Riverfront Park.
As the leading SBA lender in the country with a mission to be America’s
small business bank, Live Oak believes in the importance of supporting
local entrepreneurs. Having concert crowds and park visitors
downtown on a regular basis will be a win for all local businesses.
We know the value of doing business in this wonderful city, which
is why we are proud to put our name on the Live Oak Bank Pavilion
at Riverfront Park to support our hometown and play a part in
Wilmington’s growth. Downtown Wilmington has long been a hub of
entrepreneurial activity, and we are excited to see concert crowds
and park visitors visiting our city, supporting local businesses
and driving the economic success of the Cape Fear region.
*Source: Greater Wilmington Business Journal, Live Nation®
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
.
Commission file number: 001-37497
LIVE OAK BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation or organization)
26-4596286
(I.R.S. Employer Identification No.)
1741 Tiburon Drive, Wilmington, NC
(Address of principal executive offices)
28403
(Zip Code)
Title of each class
Voting Common Stock, no par value per share
Name of each exchange on which registered
The NASDAQ Stock Market LLC
Registrant’s telephone number, including area code: (910) 790-5867
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)
LOB
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Non-accelerated Filer
Accelerated Filer
Smaller Reporting Company
☐
☒
☐
Emerging growth company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2021, was
approximately $1,888,039,471. Shares of common stock held by each officer and director have been excluded in that such persons may be deemed to
be affiliates. There is no public market for the registrant's non-voting common stock. For purposes of this calculation, the registrant has assumed
that the market value of each share of non-voting common stock is equal to a share of voting common stock.
As of February 23, 2022, there were 43,716,608 shares of the registrant’s voting common stock outstanding.
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for the 2022 Annual Meeting of Shareholders, which the registrant plans to file subsequent to
the date hereof, are incorporated by reference into Part III. Portions of the registrant's annual report to shareholders for the year ended December 31,
2021, which will be posted on the registrant's website subsequent to the date hereof, are incorporated by reference into Part II.
Live Oak Bancshares, Inc.
Annual Report on Form 10-K
December 31, 2021
TABLE OF CONTENTS
PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
PART II
Properties
Legal Proceedings
Mine Safety Disclosures
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Item 6.
Item 7.
Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and
2019
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2021,
2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Item 16
Form 10-K Summary
Signatures
Page
1
17
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Important Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K (this “Report”) contains statements that management believes are forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements generally relate to the
financial condition, results of operations, plans, objectives, future performance or business of Live Oak Bancshares, Inc. (the
“Company”). They usually can be identified by the use of forward-looking terminology, such as “believes,” “expects,” or “are
expected to,” “plans,” “projects,” “goals,” “estimates,” “will,” “may,” “should,” “could,” “would,” “continues,” “intends to,”
“outlook” or “anticipates,” or variations of these and similar words, or by discussions of strategies that involve risks and
uncertainties. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including
but not limited to, those described in this Report. When considering these forward-looking statements, you should keep in mind
these risks and uncertainties, as well as any cautionary statements management may make. Moreover, you should treat these
statements as speaking only as of the date they are made and based only on information actually known to the Company at the
time. Management undertakes no obligation to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Forward-looking statements contained in this Report are based on current expectations,
estimates and projections about the Company’s business, management’s beliefs and assumptions made by management. These
statements are not guarantees of the Company’s future performance and involve certain risks, uncertainties and assumptions,
which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in the forward-looking statements. These risks, uncertainties and assumptions include, without limitation:
• deterioration in the financial condition of borrowers resulting in significant increases in the Company’s loan and lease
losses and provisions for those losses and other adverse impacts to results of operations and financial condition;
•
•
•
•
•
•
•
•
•
•
changes in Small Business Administration (“SBA”) rules, regulations and loan products, including specifically the
Section 7(a) program, changes in SBA standard operating procedures or changes to the status of Live Oak Banking
Company (the “Bank” or “Live Oak Bank”) as an SBA Preferred Lender;
changes in rules, regulations or procedures for other government loan programs, including those of the United States
Department of Agriculture (“USDA”);
changes in interest rates that affect the level and composition of deposits, loan demand and the values of loan
collateral, securities, and interest sensitive assets and liabilities;
the failure of assumptions underlying the establishment of reserves for possible loan and lease losses;
changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination
conclusions, or regulatory developments;
the continuing impacts of the Coronavirus Disease 2019 (“COVID-19”) pandemic on trade (including supply chains
and export levels), travel, employee productivity and other economic activities that may have a destabilizing and
negative effect on financial markets, economic activity and customer behavior;
a reduction in or the termination of the Company’s ability to use the technology-based platform that is critical to the
success of the Company’s business model or to develop a next-generation banking platform, including a failure in or a
breach of the Company’s operational or security systems or those of its third party service providers;
changes in financial market conditions, either internationally, nationally or locally in areas in which the Company
conducts operations, including reductions in rates of business formation and growth, demand for the Company’s
products and services, commercial and residential real estate development and prices, premiums paid in the secondary
market for the sale of loans, and valuation of servicing rights;
changes in accounting principles, policies, and guidelines applicable to bank holding companies and banking;
fluctuations in markets for equity, fixed-income, commercial paper and other securities, which could affect availability,
market liquidity levels, and pricing;
•
•
•
•
•
•
the effects of competition from other commercial banks, non-bank lenders, consumer finance companies, credit
unions, securities brokerage firms, insurance companies, money market and mutual funds, and other financial
institutions operating in the Company’s market area and elsewhere, including institutions operating regionally,
nationally and internationally, together with such competitors offering banking products and services by mail,
telephone and the Internet;
the Company's ability to attract and retain key personnel;
changes in governmental monetary and fiscal policies as well as other legislative and regulatory changes, including
with respect to SBA or USDA lending programs and investment tax credits;
changes in political and economic conditions;
the impact of heightened regulatory scrutiny of financial products and services, primarily led by the Consumer
Financial Protection Bureau and various state agencies;
the Company's ability to comply with any requirements imposed on it by regulators, and the potential negative
consequences that may result;
• operational, compliance and other factors, including conditions in local areas in which the Company conducts business
such as inclement weather or a reduction in the availability of services or products for which loan proceeds will be
used, that could prevent or delay closing and funding loans before they can be sold in the secondary market;
•
•
the effect of any mergers, acquisitions or other transactions, to which the Company or the Bank may from time to time
be a party, including management’s ability to successfully integrate any businesses acquired;
adverse results, including related fees and expenses, from pending or future lawsuits, government investigations or
private actions;
• other risk factors listed from time to time in reports that the Company files with the SEC, including those described
under “Risk Factors” in this Report; and
•
the Company’s success at managing the risks involved in the foregoing.
Except as otherwise disclosed, forward-looking statements do not reflect: (i) the effect of any acquisitions, divestitures or
similar transactions that have not been previously disclosed; (ii) any changes in laws, regulations or regulatory interpretations;
or (iii) any change in current dividend or repurchase strategies, in each case after the date as of which such statements are made.
All forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no
obligation to update any statement, to reflect events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events.
Item 1. BUSINESS
General
PART I
Live Oak Bancshares, Inc. (individually, “Bancshares” and collectively with its subsidiaries including Live Oak Banking
Company, the “Company,” also referred to as “our” and “we”), headquartered in Wilmington, North Carolina, is the bank
holding company for Live Oak Banking Company (the “Bank” or “Live Oak Bank”). The Bank was incorporated in February
2008 as a North Carolina-chartered commercial bank and operates an established national online platform for small business
lending and deposit gathering. Bancshares was incorporated under the laws of the state of North Carolina on December 18,
2008, for the purpose of serving as the bank holding company of Live Oak Bank. Bancshares completed its initial public
offering (“IPO”) in July 2015.
The Company
The Company predominantly originates loans partially guaranteed by the U.S. Small Business Administration (the “SBA”) and
to a lesser extent by the USDA Rural Energy for America Program (“REAP”), Water and Environmental Program (“WEP”),
Business & Industry (“B&I”) and Community Facilities loan programs. These loans are to small businesses and professionals
with what the Company believes are lower risk characteristics. Industries, or “verticals,” on which the Company focuses its
lending efforts are carefully selected. Within these verticals the Company typically retains individuals who possess extensive
industry-specific experience. The Company also lends more broadly to select borrowers outside of those verticals.
In addition to focusing on industry verticals, the Company emphasizes developing detailed knowledge of its customers’
businesses. This knowledge is developed, in part, through virtual and/or regular visits with customers, wherever they are
located. These regular visits are designed to foster, both for the Company and for the customer, a deep and personalized
experience throughout the lending relationship. The Company has developed and continues to refine a technology-based
platform to facilitate providing financial services to the small business community on a national scale and has leveraged this
technology to optimize the Company's loan origination process, customer experience, reporting metrics, and servicing activity.
The Company services customers efficiently throughout the loan process and monitors their performance by means of the
technology-based platform without maintaining traditional branch locations.
For additional information on the Company's business, financial performance and results of operations, see “Overview” and
“Executive Summary” in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations of this Report. For a discussion of the Company’s reportable segments see Note 16. Segments in Part II, Item 8
Financial Statements and Supplementary Data of this report.
The Company's voting common stock trades on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “LOB.”
As of January 31, 2022, there were 233 holders of record of the Company's voting common stock. The Company's principal
executive office is located at 1741 Tiburon Drive, Wilmington, North Carolina 28403, telephone number (910) 790-5867. The
Company maintains a website at www.liveoakbank.com. Documents available on the website include: (i) the Company's Code
of Ethics and Conflict of Interest Policy; and (ii) charters for the Audit and Risk, Compensation, and Nominating and Corporate
Governance Committees of the Board of Directors. These documents also are available in print to any shareholder who requests
a copy.
In addition, available free of charge through the Company's website is the Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after
electronically filing or furnishing such material to the U.S. Securities and Exchange Commission (“SEC”). These filings are
also accessible on the SEC’s website at www.sec.gov.
The Company also will provide without charge a copy of this Report, as well as any documents available on the Company's
website, to any shareholder by mail. Requests should be sent to Live Oak Bancshares, Inc., Attention: Corporate Secretary,
1741 Tiburon Drive, Wilmington, NC 28403.
1
Employees and Human Capital Resource Management
The Company operates on the fundamental philosophy that people are our most valuable asset, because every person who
works for us has the potential to impact our success as well as the success of our customers. The Company’s employees are the
source of our deep industry and product expertise and the embodiment of our culture. It is this industry vertical expertise,
product knowledge and our culture that differentiate the Company and allow us to provide an unprecedented customer
experience and live our mission to fuel the growth of small business across the country and be America’s Small Business Bank.
As a financial institution, our ability to attract, develop and retain highly qualified employees is critical to our success. The
Company’s core values of innovation, dedication, ownership, respect and teamwork are pillars of our culture and represent the
expectations we have of each and every one of our employees. We believe our people provide significant value to our Company
and its shareholders.
Demographics
As of December 31, 2021, the Company had 788 full-time employees, 16 part-time employees and 13 independent contractors.
None of the Company’s employees are covered by a collective bargaining agreement, and management considers relations with
employees to be good.
Diversity and Inclusion
The Company strives to foster a welcoming, supportive, and equitable environment for diverse employees. To accomplish this,
the Company focuses on engagement, awareness, training, accountability, education, and communication. During 2021, the
Company offered implicit bias training, approved Juneteenth National Independence Day as a holiday observance, and
facilitated and participated in quarterly roundtable discussions with other local employers on topics of diversity, equity and
inclusion. Employees, their families, and our board of directors were invited to a celebration highlighting local culturally
diverse talent and minority-owned small businesses. The Company’s diversity, equity and inclusion initiatives are both
internally and externally focused. Its commitment to providing and enhancing a support infrastructure for people with
underrepresented backgrounds remains a strategic initiative in 2022 and beyond. The Company intends to continue to identify,
monitor and measure meaningful diversity and inclusion goals, to continue to foster a welcoming environment through
education, communication and recruiting efforts, and to provide support so that diverse employees have the resources and
relationships they need to be successful and thrive.
Compensation
We believe that creating an unprecedented banking experience for small business owners nationwide through service and
technology will build long-term shareholder value. To accomplish this, we endeavor to identify, recruit, retain and incentivize
exceptional employees. Our compensation policy is based on the premise that employees should receive fair and equitable
treatment based on their individual contributions to the Company’s profitability and success. We use a combination of fixed and
incentive pay, including base salary, cash bonus and equity compensation. We also offer a 401(k) savings plan to qualifying
employees.
Our compensation program is intended to motivate employees to successfully execute our mission. The Company believes that
the most effective incentive compensation programs strive to achieve the following objectives:
align compensation with responsibilities and performance;
align employees’ interests with those of our shareholders;
•
•
• motivate performance toward the achievement of business objectives;
•
• motivate behaviors to increase long-term profitability while maintaining the Company’s primary commitment to
clearly communicate compensation policies and structures to employees;
safety and soundness;
attract and retain talent and build leadership succession within business units.
•
2
Benefits and Wellness
As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their
physical, financial and emotional well-being. We provide our employees with access to flexible and convenient insurance
programs intended to meet their needs and the needs of their families. In addition to robust medical, dental and vision coverage,
we offer eligible employees dependent care flexible spending accounts, paid time off, employee assistance programs, short-term
and long-term disability insurance and term life insurance.
Our focus on employee wellness extends beyond just insurance benefits. The Company provides access to an intranet site
focused on physical, mental, emotional, and financial wellness, and at its Wilmington headquarters facility, an on-site health
clinic for employees, on-site physical therapy appointments, and an on-site wellness facility staffed with certified physical
trainers and regularly scheduled live and virtual wellness classes. The Company’s main campus in Wilmington also offers two
on-site restaurants that provide heart-healthy options, and which can cater to specific dietary needs.
In response to the ongoing COVID-19 pandemic, we implemented changes that we determined were in the best interest of our
employees, as well as the communities in which we operate. These measures included close partnership with care providers at
our on-site health clinic to coordinate timely COVID-19 testing and treatment, adherence with local indoor mask mandates,
contact tracing, and regular company-wide updates on COVID-19 cases within our Wilmington headquarters facility. In
addition, our 100% cloud-based operations allowed our employees to transition freely between remote working and in-person
as personal circumstances required with no material effect on our operations or customer experience. We continue to embrace a
flexible working arrangement for a majority of our employees.
Commitment to Values and Ethics
Along with our core values, we have adopted a Code of Ethics and Conflict of Interest Policy, which set forth expectations and
guidance for employees to make appropriate decisions. Our Code of Ethics and Conflict of Interest Policy cover topics such as
conflicts of interest, compliance with laws, appropriate use of company assets, protecting confidential information, and
reporting of violations. Our Code of Ethics and Conflict of Interest Policy reflect our commitment to operating in a fair, honest,
responsible, and ethical manner and also provide direction for reporting complaints in the event of alleged violations of our
policies. Our executive officers and supervisors maintain “open door” policies, and any form of retaliation is strictly prohibited.
Professional Development and Training
We believe training and professional development for our employees has a positive impact on employee retention, customer
experience and, ultimately, shareholder value. The Company has certain training programs and resources in place to meet the
needs of various roles, skill sets and departments across the Company, including:
Internally and externally led manager training and professional development;
Internally led “lunch and learn” meetings for role-specific skills;
•
•
• Web-based learning modules and training for personal and professional development, skill-based learning,
leadership development and management functions;
• Formal cross-department teams tasked with technology, initiative roll-outs and change management; and
• Tuition reimbursement for job-specific certifications and required continuing education.
Communication and Engagement
We believe that the Company’s success and the ultimate creation of long-term value for shareholders begin with employees
understanding how their work contributes to the Company’s overall strategy. To this end, we communicate with our workforce
through a variety of channels and encourage open and direct communication, including:
• An annual company-wide “all hands” meeting;
• Regularly scheduled town hall meetings that are led by our key executives and held quarterly or more often as
needed;
• Periodic posts from the Bank’s president via our internal enterprise social media network; and
• An open-door environment that encourages communication, collaboration and the free-flow of information.
Collaboration, both within and between business units, is a hallmark of our approach to service delivery and value creation for
our customers and stakeholders.
3
Competition
Commercial banking in the United States is extremely competitive. The Company competes with national banking
organizations, including the largest commercial banks headquartered in the country, all of which have small business lending
divisions. The Company also competes with other federally and state-chartered financial institutions such as community banks
and credit unions, finance and business development companies, peer-to-peer and marketplace lenders and other non-bank
lenders. Many of the Company's competitors have higher legal lending limits and are also able to provide a wider array of
services and make greater use of media advertising given their size and resources.
Despite the intense level of competition among small business lenders, the Company believes that it occupies a lending
category distinct from its competitors. One of the Company's principal advantages is the technology-based platform it uses,
which management believes has accelerated the Company's ability to issue proposals, complete credit due diligence, finalize
commitments and improve the overall customer experience. The Company believes that its personnel also provide a
competitive advantage because they include industry participants with relevant experience in the Company's identified
verticals.
Subsidiaries
In addition to the Bank, Bancshares directly or indirectly held the following wholly owned subsidiaries as of December 31,
2021:
• Canapi Advisors, LLC (“Canapi Advisors”), formed in September 2018 for the purpose of providing investment
advisory services to a series of funds focused on investing venture capital in new and emerging financial technology
companies.
• Live Oak Ventures, Inc., formed in August 2016 for the purpose of investing in businesses that align with the
Company's strategic initiative to be a leader in financial technology;
• Live Oak Grove, LLC, formed in February 2015 for the purpose of providing Company employees and business
visitors an on-site restaurant location at the Company’s Wilmington, North Carolina headquarters; and
• Government Loan Solutions, Inc. (“GLS”), a management and technology consulting firm that specializes in the
settlement, accounting, and securitization processes for government guaranteed loans, including loans originated under
the SBA 7(a) loan program and USDA-guaranteed loans.
In 2010, the Bank formed Live Oak Number One, Inc., a wholly owned subsidiary, to hold properties foreclosed on by the
Bank.
In 2018, the Bank formed Live Oak Private Wealth, LLC (“LOPW”), a registered investment advisor that provides high-net-
worth individuals and families with strategic wealth and investment management services. On April 1, 2020, the Bank acquired
Jolley Asset Management, LLC (“JAM”) to broaden service offerings for existing high-net-worth individuals and families,
attract new clients from an expanded footprint and benefit from economies of scale.
In 2019, Live Oak Clean Energy Financing LLC (“LOCEF”) became a subsidiary of the Bank. LOCEF was formed in
November 2016 as a subsidiary of the Company for the purpose of providing financing to entities for renewable energy
applications.
504 Fund Advisors, LLC (“504FA”), was formed in June 2013 to serve as the investment advisor to The 504 Fund, a closed-end
mutual fund organized to invest in SBA section 504 loans. During 2019, 504FA completed the transfer of its advisory
agreement and was dissolved in December 2019.
Operating Segments
The Company’s operations are managed along two reportable operating segments consisting of Banking and Fintech. See the
sections captioned “Results of Segment Operations” in Item 7 - Management’s Discussion and Analysis of Financial Condition
and Results of Operations and Note 16 - Segments in the notes to consolidated financial statements included in Item 8 -
Financial Statements and Supplementary Data elsewhere in this report.
4
SUPERVISION AND REGULATION
General
The Company is subject to extensive regulation in connection with its respective activities and operations. The framework
under which the Company is supervised and examined is complex. This framework includes federal and state laws, regulations,
policy statements, guidance, and other interpretative materials that define the obligations and requirements for financial
institutions.
Regulations of banks and their holding companies is subject to continual revision, through legislative changes, regulatory
revisions, and the evolving supervisory objectives of federal and state banking agency examiners and supervisory staff. It is not
possible to predict the content or timing of changes to the laws and regulations that may impact the business of the Company.
Any changes to the regulatory framework applicable to the Company could have a material adverse impact on the conditions
and operations of each entity.
In addition to the regulation and supervision summarized below, Bancshares is a reporting company under the Securities
Exchange Act of 1934 (the “Exchange Act”) and is required to file reports with the SEC and otherwise comply with federal
securities laws. Bancshares’ voting common stock is listed on NASDAQ. Consequently, in addition to the rules promulgated by
the SEC, Bancshares must also comply with the listing standards applicable to NASDAQ-listed companies. The NASDAQ
listing standards applicable to Bancshares include corporate governance standards related to director independence;
requirements for audit, nominating and compensation committee charters, membership qualifications and procedures; and
shareholder approval of equity compensation arrangements, among others.
The following discussion is not intended to be a complete description of all the activities regulated by U.S. banking laws and
regulations or of the impact of such laws and regulations on the Company. Rather, it is intended to briefly summarize the legal
and regulatory framework in which the Company operates and describes certain legal requirements that impact its businesses
and operations. The information set forth below is subject to change.
Federal Bank Holding Company Regulation and Structure
As a registered bank holding company, Bancshares is subject to regulation under the Bank Holding Company Act of 1956, as
amended (“BHCA”), and to the supervision, examination and reporting requirements of the Board of Governors of the Federal
Reserve System (the “Federal Reserve”). The Bank is a North Carolina-chartered commercial bank and is subject to regulation,
supervision and examination by the Federal Deposit Insurance Corporation (“FDIC”) and the North Carolina Commissioner of
Banks (“NCCOB”).
The BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve before:
•
•
•
it may acquire direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the
bank holding company will directly or indirectly own or control more than 5% of the voting shares of the bank;
it or any of its subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank; or
it may merge or consolidate with any other bank holding company.
The BHCA further provides that the Federal Reserve may not approve any transaction that would result in a monopoly or that
would substantially lessen competition in the banking business, unless the public interest in meeting the needs of the
communities to be served outweighs the anti-competitive effects. The Federal Reserve is also required to consider the financial
and managerial resources and future prospects of the bank holding companies and banks involved and the convenience and
needs of the communities to be served. Consideration of financial resources generally focuses on capital adequacy, and
consideration of convenience and needs issues focuses, in part, on the performance under the Community Reinvestment Act of
1977, both of which are discussed elsewhere in more detail.
5
Subject to various exceptions, the BHCA and the Change in Bank Control Act, together with related regulations, require Federal
Reserve approval prior to any person or company acquiring “control” of a bank holding company. Control is conclusively
presumed to exist if a person or company acquires 25% or more of any class of voting securities of a bank holding company.
Control is also presumed to exist, although rebuttable, if a person or company acquires 10% or more, but less than 25%, of any
class of voting securities and either:
•
the bank holding company has securities registered under Section 12 of the Exchange Act; or
• no other person owns a greater percentage of that class of voting securities immediately after the transaction.
Bancshares’s voting common stock is registered under Section 12 of the Exchange Act. The regulations provide a procedure for
challenging rebuttable presumptions of control.
In 2020, the Federal Reserve revised the “controlling influence” prong of its “control” rules promulgated under the BHCA.
These revisions largely reaffirmed the Federal Reserve’s existing framework for analyzing “controlling influence” but with
some new rules for presumptions of control for investments in and by banking organizations that represent more than 4.9% and
less than 24.9% of control over any class of voting securities. The revisions apply to questions of control under the BHCA, but
does not extend to the Change in Bank Control Act.
The BHCA generally prohibits a bank holding company from retaining direct or indirect ownership or control of any voting
shares of any company which is not a bank or bank holding company or engaging in activities other than banking, managing or
controlling banks or other permissible subsidiaries and acquiring or retaining direct or indirect control of any company engaged
in any activities other than activities closely related to banking or managing or controlling banks. In determining whether a
particular activity is permissible, the Federal Reserve considers whether performing the activity can be expected to produce
benefits to the public that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. The Federal Reserve has the power to order a bank holding
company or its subsidiaries to terminate any activity or control of any subsidiary when the continuation of the activity or
control constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding
company.
Under the BHCA, a bank holding company may file an election with the Federal Reserve to be treated as a financial holding
company and engage in an expanded list of financial activities. The election must be accompanied by a certification that all of
the company’s insured depository institution subsidiaries are “well capitalized” and “well managed.” Additionally, the
Community Reinvestment Act of 1977 rating of each subsidiary bank must be satisfactory or better. If, after becoming a
financial holding company and undertaking activities not permissible for a bank holding company, the company fails to
continue to meet any of the prerequisites for financial holding company status, the company must enter into an agreement with
the Federal Reserve to comply with all applicable capital and management requirements. If the company does not return to
compliance within 180 days, the Federal Reserve may order the company to divest its subsidiary banks or the company may
discontinue or divest investments in companies engaged in activities permissible only for a bank holding company that has
elected to be treated as a financial holding company. Bancshares filed an election and became a financial holding company in
2016.
Under Federal Reserve policy and as codified by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the
“Dodd-Frank Act”), Bancshares is expected to act as a source of financial strength for Live Oak Bank and to commit resources
to support Live Oak Bank. This support may be required at times when Bancshares might not be inclined to provide it or it
might not be in Bancshares’ best interests or the best interests of its shareholders. In addition, any capital loans made by
Bancshares to Live Oak Bank will be repaid only after Live Oak Bank’s deposits and various other obligations are repaid in
full.
Live Oak Bank is also subject to numerous state and federal statutes and regulations that affect its business, activities and
operations and it is supervised and examined by state and federal bank regulatory agencies. The FDIC and the NCCOB
regularly examine the operations of Live Oak Bank and are given the authority to approve or disapprove mergers,
consolidations, the establishment of branches and similar corporate actions. These agencies also have the power to prevent the
continuance or development of unsafe or unsound banking practices or other violations of law.
6
Bank Merger Act
Section 18(c) of the Federal Deposit Insurance Act, popularly known as the “Bank Merger Act,” requires the prior written
approval of appropriate federal bank regulatory agencies before any bank may (i) merge or consolidate with, (ii) purchase or
otherwise acquire the assets of, or (iii) assume the deposit liabilities of, another bank if the resulting institution is to be a state
nonmember bank.
The Bank Merger Act prohibits the applicable federal bank regulatory agency from approving any proposed merger transaction
that would result in a monopoly, or would further a combination or conspiracy to monopolize or to attempt to monopolize the
business of banking in any part of the United States. Similarly, the Bank Merger Act prohibits the applicable federal bank
regulatory agency from approving a proposed merger transaction whose effect in any section of the country may be
substantially to lessen competition, or to tend to create a monopoly, or which in any other manner would be in restraint of trade.
An exception may be made in the case of a merger transaction whose effect would be to substantially lessen competition, tend
to create a monopoly, or otherwise restrain trade, if the applicable federal bank regulatory agency finds that the anticompetitive
effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in
meeting the convenience and needs of the community to be served.
In every proposed merger transaction, the applicable federal bank regulatory agency must also consider the financial and
managerial resources and future prospects of the existing and proposed institutions, the convenience and needs of the
community to be served, and the effectiveness of each insured depository institution involved in the proposed merger
transaction in combating money-laundering activities, including in overseas branches.
State Law
Live Oak Bank is subject to extensive supervision and regulation by the NCCOB. The NCCOB oversees state laws that set
specific requirements for bank capital and that regulate deposits in, and loans and investments by, banks, including the amounts,
types, and in some cases, rates. The NCCOB supervises and performs periodic examinations of North Carolina-chartered banks
to assure compliance with state banking statutes and regulations, and banks are required to make regular reports to the NCCOB
describing in detail their resources, assets, liabilities, and financial condition. Among other things, the NCCOB regulates
mergers and consolidations of North Carolina state-chartered banks, capital requirements for banks, loans to officers and
directors, payment of dividends, record keeping, types and amounts of loans and investments, and the establishment, relocation,
and closing of branches.
The NCCOB has extensive enforcement authority over North Carolina banks. Such authority includes the ability to issue cease-
and-desist orders and to seek civil money penalties. The NCCOB may also take possession of a North Carolina bank in various
circumstances, including for a violation of its charter or of applicable laws, operating in an unsafe and unsound manner, or as a
result of an impairment of its capital, and may appoint a receiver.
Bancshares is also required to maintain registration as a bank holding company with the NCCOB. Subject to certain exceptions,
Bancshares may not acquire control over another bank or bank holding company or consummate a merger or other combination
transaction with another company without the prior approval of the NCCOB. The NCCOB also has authority to assert civil
money penalties against a holding company if the NCCOB determines such holding company to be in violation of any banking
laws and the holding company fails to comply with an NCCOB order to cease and desist from such violations of law.
The primary state banking laws to which Bancshares and the Bank are subject are set forth in Chapters 53C and 53 of the North
Carolina General Statutes. The North Carolina Business Corporation Act is also applicable to Bancshares as a North Carolina
business corporation and to the Bank as a North Carolina banking corporation.
7
Payment of Dividends and Other Restrictions
Bancshares is a legal entity separate and distinct from the Bank. While there are various legal and regulatory limitations under
federal and state law on the extent to which banks can pay dividends or otherwise supply funds to holding companies, a
principal source of cash revenues for Bancshares is dividends from the Bank. The relevant federal and state regulatory agencies
have authority to prohibit a state bank or bank holding company, which would include the Bank and Bancshares, from engaging
in what, in the opinion of such regulatory body, constitutes an unsafe or unsound practice in conducting its business. The
payment of dividends could, depending upon the financial condition of a bank, be deemed to constitute an unsafe or unsound
practice in conducting its business.
North Carolina commercial banks, such as Live Oak Bank, are subject to legal limitations on the amounts of dividends they are
permitted to pay. Specifically, an insured depository institution, such as Live Oak Bank, is prohibited from making capital
distributions, including the payment of dividends, if, after making such distribution, the institution would become
“undercapitalized” (as such term is defined in the applicable law and regulations).
The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which
expresses the Federal Reserve’s view that a bank holding company should pay cash dividends only to the extent that the holding
company’s net income for the past four quarters is sufficient to cover both the cash dividends and a rate of earnings retention
that is consistent with the holding company’s capital needs, asset quality and overall financial condition. The Federal Reserve
has also indicated that it would be inappropriate for a holding company experiencing serious financial problems to borrow
funds to pay dividends. Furthermore, under the prompt corrective action regulations adopted by the Federal Reserve, the
Federal Reserve may prohibit a bank holding company from paying any dividends if any of the holding company’s bank
subsidiaries are classified as undercapitalized.
A bank holding company is required to give the Federal Reserve prior written notice of any purchase or redemption of its
outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net
consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its
consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal
would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order or any condition
imposed by, or written agreement with, the Federal Reserve.
Capital Adequacy
General. Bancshares must comply with the Federal Reserve’s established capital adequacy standards, and Live Oak Bank is
required to comply with the capital adequacy standards established by the FDIC. The Federal Reserve has promulgated two
basic measures of capital adequacy for bank holding companies: a risk-based measure and a leverage measure. A bank holding
company must satisfy all applicable capital standards to be considered in compliance.
The risk-based capital standards are designed to make regulatory capital requirements sensitive to differences in risk profiles
among banks and bank holding companies, account for off-balance-sheet exposure and minimize disincentives for holding
liquid assets.
Assets and off-balance-sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital
ratios represent capital as a percentage of total risk-weighted assets and off-balance-sheet items. Under applicable capital
standards, the minimum risk-based capital ratios are a common equity Tier 1 capital to risk-weighted assets ratio of 4.5%, a Tier
1 capital to risk-weighted assets ratio of 6%, and a total capital to risk-weighted assets ratio of 8%. In addition, to avoid
restrictions on capital distributions and discretionary bonus payments, Bancshares and the Bank are required to meet a capital
conservation buffer of common equity Tier 1 capital in addition to the minimum common equity Tier 1 capital ratio. The capital
conservation buffer is set at a ratio of 2.5% common equity Tier 1 capital to risk-weighted assets, which sits “on top” of the
4.5% minimum common equity Tier 1 to risk-weighted assets ratio. Common equity Tier 1 capital is predominantly composed
of retained earnings and common stock instruments (that meet strict delineated criteria), net of treasury stock, and after making
necessary capital deductions and adjustments. Tier 1 capital is composed of common equity Tier 1 capital plus Additional Tier 1
capital, which consists of noncumulative perpetual preferred stock and similar instruments meeting specified eligibility criteria
and “TARP” preferred stock and other instruments issued under the Emergency Economic Stabilization Act of 2008. Total
capital is composed of Tier 1 capital plus Tier 2 capital, which consists of subordinated debt with a minimum original maturity
of at least five years and a limited amount of loan loss reserves.
8
At December 31, 2021, the Company's risk-based capital ratios, as calculated under applicable capital standards were 12.38%
common equity Tier 1 capital to risk weighted assets, 12.38% Tier 1 capital to risk weighted assets, and 13.53% total capital to
risk weighted assets.
In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies. These
guidelines provide for a minimum ratio of Tier 1 capital to average total on-balance sheet assets, less goodwill and certain other
intangible assets, of 4% for bank holding companies. Bancshares ratio at December 31, 2021 was 8.87% compared to 8.40% at
December 31, 2020. The guidelines also provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve has indicated that it will consider a “tangible Tier 1
Capital leverage ratio” and other indications of capital strength in evaluating proposals for expansion or new activities.
Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital
directive, the termination of deposit insurance by the FDIC, a prohibition on taking brokered deposits and certain other
restrictions on its business. As described below, the FDIC can impose substantial additional restrictions upon FDIC-insured
depository institutions that fail to meet applicable capital requirements.
Prompt Corrective Action. The Federal Deposit Insurance Act (the “FDI Act”) requires the federal bank regulatory agencies to
take “prompt corrective action” if a depository institution does not meet minimum capital requirements. The FDI Act
establishes five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized”
and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare to
various relevant capital measures and certain other factors, as established by regulation.
An institution may be downgraded to, or deemed to be in, a capital category that is lower than is indicated by its capital ratios if
it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to
certain matters. As of December 31, 2021, Live Oak Bank had capital levels that qualify as “well capitalized” under the
applicable regulations.
The FDI Act generally prohibits an FDIC-insured bank from making a capital distribution (including payment of a dividend) or
paying any management fee to its holding company if the bank is or would thereafter be “undercapitalized.” “Undercapitalized”
banks are subject to growth limitations and are required to submit a capital restoration plan. The federal regulators may not
accept a capital restoration plan without determining, among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the bank’s capital. In addition, for a capital restoration plan to be acceptable, the bank’s parent
holding company must guarantee that the institution will comply with such capital restoration plan until the institution has been
adequately capitalized on average during each of four consecutive calendar quarters. The aggregate liability of the parent
holding company under such guaranty is limited to the lesser of: (i) an amount equal to 5% of the bank’s total assets at the time
it became “undercapitalized”; and (ii) the amount which is necessary (or would have been necessary) to bring the institution
into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the
plan. If a bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.”
“Significantly undercapitalized” insured banks may be subject to a number of requirements and restrictions, including orders to
sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, cease receipt of deposits
from correspondent banks, or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of
executive officers, and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject
to the appointment of a receiver or conservator, may not make any payment of principal or interest on certain subordinated debt,
extend credit for a highly leveraged transaction, or enter into any material transaction outside the ordinary course of business.
A bank that is not “well capitalized” is also subject to certain limitations relating to brokered deposits. If a bank is not well-
capitalized, it cannot accept brokered deposits without prior FDIC approval. Even if approved, rate restrictions will govern the
rate the institution may pay on the brokered deposits. In addition, a bank that is less than well-capitalized generally cannot offer
an effective yield in excess of 75 basis points over the “national rate” (as defined below) paid on deposits (including brokered
deposits, if approval is granted for the bank to accept them) of comparable size and maturity. The “national rate” is defined as a
simple average of rates paid by insured depository institutions and branches for which data are available and is published
weekly by the FDIC. Institutions subject to the restrictions that believe they are operating in an area where the rates paid on
deposits are higher than the “national rate” can use the local market to determine the prevailing rate if they seek and receive a
determination from the FDIC that it is operating in a high rate area. Regardless of the determination, institutions must use the
national rate to determine conformance for all deposits outside their market area.
Basel III. The regulatory capital framework under which Bancshares and Live Oak Bank operate changed in significant
respects as a result of the Dodd-Frank Act and other regulations, including the separate regulatory capital requirements put forth
by the Basel Committee on Banking Supervision, commonly known “Basel III.”
9
In July 2013, the Federal Reserve, FDIC and Office of the Comptroller of the Currency approved final rules that established an
integrated regulatory capital framework that addressed shortcomings in certain capital requirements. The rules implemented in
the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain
changes required by the Dodd-Frank Act. These rules have applied to the Company since 2015. Compliance by Bancshares and
the Bank with these capital requirements affects their respective operations by increasing the amount of capital required to
conduct operations.
Community Bank Leverage Ratio. As discussed below, in 2018, the Economic Growth, Regulatory Relief, and Consumer
Protection Act (“EGRRCPA”) became law, which directed the federal banking agencies to develop a community bank leverage
ratio (“CBLR”) of not less than 8 percent and not more than 10 percent for qualifying community banking organizations.
EGRRCPA defines a qualifying community banking organization as a depository institution or depository institution holding
company with total consolidated assets of less than $10 billion, which would include Bancshares and the Bank. A qualifying
community banking organization that exceeds the CBLR level established by the agencies is considered to have met: (i) the
generally applicable leverage and risk-based capital requirements under the agencies’ capital rule; (ii) the capital ratio
requirements in order to be considered well capitalized under the agencies’ prompt corrective action framework (in the case of
insured depository institutions); and (iii) any other applicable capital or leverage requirements. Section 201 of EGRRCPA
defines the CBLR as the ratio of a banking organization’s CBLR tangible equity to its average total consolidated assets, both as
reported on the banking organization’s applicable regulatory filing.
In 2019, the FDIC passed a final rule on the CBLR, setting the minimum required CBLR at 9 percent. The rule went into effect
in 2020. Under the final rule, a qualifying community banking organization may elect to use the CBLR framework if its CBLR
is greater than 9 percent. A qualifying community banking organization that has chosen the proposed framework is not required
to calculate the existing risk-based and leverage capital requirements. A bank is also considered to have met the capital ratio
requirements to be well capitalized for the agencies’ prompt corrective action rules provided it has a CBLR greater than 9
percent. The Company has not elected to implement the CBLR framework at this time.
Acquisitions
The Company must comply with numerous laws related to any potential acquisition activity. Under the BHCA, a bank holding
company may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of
the assets of any bank or merge or consolidate with another bank holding company without the prior approval of the Federal
Reserve. The acquisition of non-banking companies is also regulated by the Federal Reserve. Current federal law authorizes
interstate acquisitions of banks and bank holding companies without geographic limitation. Furthermore, a bank headquartered
in one state is authorized to merge with a bank headquartered in another state, as long as neither of the states has opted out of
such interstate merger authority prior to such date, and subject to any state requirement that the target bank shall have been in
existence and operating for a minimum period of time, not to exceed five years, and to certain deposit market-share limitations.
After a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire
additional branches at any location in the state where a bank headquartered in that state could have established or acquired
branches under applicable federal or state law. Additionally, under the Dodd-Frank Act, banks are permitted to open a de novo
branch in any state if that state would permit a bank organized in that state to open a branch.
Restrictions on Affiliate Transactions
Sections 23A and 23B of the Federal Reserve Act establish parameters for a bank to conduct “covered transactions” with its
affiliates, with the objective of limiting risk to the insured bank. Generally, Sections 23A and 23B (i) limit the extent to which
the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such
bank’s capital stock and surplus, and limit the aggregate of all such transactions with all affiliates to an amount equal to 20% of
such capital stock and surplus and (ii) require that all such transactions be on terms substantially the same, or at least as
favorable, to the bank or subsidiary as those that would be provided to a non-affiliate. The term “covered transaction” includes
the making of loans to the affiliate, purchase of assets from the affiliate, issuance of a guaranty on behalf of the affiliate and
several other types of transactions.
The Dodd-Frank Act imposed additional restrictions on transactions between affiliates by amending these two sections of the
Federal Reserve Act. Under the Dodd-Frank Act, restrictions on transactions with affiliates are enhanced by (i) including among
“covered transactions” transactions between bank and affiliate-advised investment funds; (ii) including among “covered
transactions” transactions between a bank and an affiliate with respect to securities repurchase agreements and derivatives
transactions; (iii) adopting stricter collateral rules; and (iv) imposing tighter restrictions on transactions between banks and their
financial subsidiaries.
10
FDIC Insurance Assessments
The Bank’s deposits are insured by the FDIC. The standard FDIC insurance coverage amount is $250,000 per depositor. The
FDIC maintains its Deposit Insurance Fund (the “DIF”) for the purposes of (1) insuring the deposits and protecting the
depositors of insured banks and (2) resolving failed banks. The DIF is funded mainly through quarterly assessments on insured
banks, but also receives interest income on securities. The DIF is reduced by loss provisions associated with failed banks and
by FDIC operating expenses.
The FDIC imposes a risk-based deposit insurance premium assessment on member institutions in order to maintain the DIF.
The assessment rates for an insured depository institution vary according to the level of risk incurred in its activities, which for
established small institutions like the Bank (i.e., those institutions with less than $10 billion in assets and insured for five years
or more), is generally determined by reference to the institution’s supervisory ratings. The assessment rate schedule can change
from time to time, at the discretion of the FDIC, subject to certain limits. Live Oak Bank’s insurance assessments during 2021
and 2020 were $7.1 million and $7.5 million, respectively. The FDIC may terminate insurance of deposits upon a finding that
an institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has
violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
The Dodd-Frank Act expanded the base for FDIC insurance assessments, requiring that assessments be based on the average
consolidated total assets less tangible equity capital of a financial institution. In 2011, the FDIC approved a final rule to
implement the foregoing provision of the Dodd-Frank Act. Among other things, the final rule revised the assessment rate
schedule to provide initial base assessment rates ranging from 5 to 35 basis points, subject to adjustments which could increase
or decrease the total base assessment rates. The FDIC has three possible adjustments to an institution’s initial base assessment
rate: (1) a decrease of up to five basis points (or 50% of the initial base assessment rate) for long-term unsecured debt, including
senior unsecured debt (other than debt guaranteed under the Temporary Liquidity Guarantee Program) and subordinated debt;
(2) an increase for holding long-term unsecured or subordinated debt issued by other insured depository institutions known as
the Depository Institution Debt Adjustment; and (3) for institutions not well rated and well capitalized, an increase not to
exceed 10 basis points for brokered deposits in excess of 10 percent of domestic deposits.
The law also gives the FDIC enhanced discretion to set assessment rate levels. A significant increase in insurance premiums
would likely have an adverse effect on the operating expenses and results of operations of the Company and the Bank.
Management cannot predict what insurance assessment rates will be in the future.
Privacy and Cybersecurity
Financial institutions are required by the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 to disclose their
policies for collecting and protecting confidential customer information. Customers generally may prevent financial institutions
from sharing personal financial information with nonaffiliated third parties except for third parties that market the institutions’
own products and services. Additionally, financial institutions generally may not disclose consumer account numbers to any
nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing through electronic mail to
consumers. The Bank has established a privacy policy that it believes promotes compliance with these federal requirements. In
addition, certain state laws could potentially impact the Bank’s operations, including those related to applicable notification
requirements when unauthorized access to customers’ nonpublic personal information has occurred.
In November 2021, the U.S. federal bank regulatory agencies issued a joint final rule to establish computer-security incident
notification requirements for banking organizations and bank service providers. Under the final rule, a bank holding company,
such a Bancshares, and an FDIC-supervised depository institution, such as the Bank, are required to notify the Federal Reserve
or FDIC, respectively, as soon as possible and no later than 36 hours after a determination that a computer-security incident that
rises to the level of a notification incident has occurred. A computer-security incident is an occurrence that results in actual
harm to the confidentiality, integrity, or availability of an information system or the information that the system processes,
stores, or transmits. A notification incident is defined as a computer-security incident that has materially disrupted or degraded,
or is reasonably likely to materially disrupt or degrade, a banking organization’s: (i) ability to carry out banking operations,
activities, or processes, or deliver banking products and services to a material portion of its customer base, in the ordinary
course of business; (ii) business line(s), including associated operations, services, functions, and support, that upon failure
would result in a material loss of revenue, profit, or franchise value; or (iii) operations, including associated services, functions
and support, as applicable, the failure or discontinuance of which would pose a threat to the financial stability of the United
States. For example, a notification incident may include a major computer-system failure; a cyber-related interruption, such as a
distributed denial of service or ransomware attack; or another type of significant operational interruption.
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Federal Home Loan Bank System
The Federal Home Loan Bank (the “FHLB”) System consists of 12 district FHLBs subject to supervision and regulation by the
Federal Housing Finance Agency (the “FHFA”). The FHLBs provide a central credit facility primarily for member institutions.
As a member of the FHLB of Atlanta, the Bank is required to acquire and hold shares of capital stock in the FHLB of Atlanta.
The Bank was in compliance with this requirement with investment in FHLB of Atlanta stock of $3.9 million at December 31,
2021. The FHLB of Atlanta serves as a reserve or central bank for its member institutions within its assigned district. It is
funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It offers advances to
members in accordance with policies and procedures established by the FHFA and the Board of Directors of the FHLB of
Atlanta. Long-term advances may only be made for the purpose of providing funds for residential housing finance, small
businesses, small farms and small agribusinesses.
Community Reinvestment Act
The Community Reinvestment Act requires federal bank regulatory agencies to encourage financial institutions to meet the
credit needs of low and moderate-income borrowers in their local communities. An institution’s size and business strategy
determines the type of examination that it will receive. Large, retail-oriented institutions are examined using a performance-
based lending, investment and service test. Small institutions are examined using a streamlined approach. All institutions may
opt to be evaluated under a strategic plan formulated with community input and pre-approved by the bank regulatory agency.
The Community Reinvestment Act regulations provide for certain disclosure obligations. Each institution must post a notice
advising the public of its right to comment to the institution and its regulator on the institution’s Community Reinvestment Act
performance and to review the institution’s Community Reinvestment Act public file. Each lending institution must maintain
for public inspection a file that includes a listing of branch locations and services, a summary of lending activity, a map of its
communities and any written comments from the public on its performance in meeting community credit needs. The
Community Reinvestment Act requires public disclosure of the regulators’ written Community Reinvestment Act evaluations of
financial institutions. This promotes enforcement of Community Reinvestment Act requirements by providing the public with
the status of a particular institution’s community reinvestment record.
The Community Reinvestment Act agreements with private parties must be disclosed and annual Community Reinvestment Act
reports relating to such agreements must be made available to a bank’s primary federal regulator. A bank holding company will
not be permitted to become a financial holding company and no new activities authorized under the Gramm-Leach-Bliley Act
may be commenced by a holding company or by a bank financial subsidiary if any of its bank subsidiaries received less than a
satisfactory Community Reinvestment Act rating in its latest Community Reinvestment Act examination.
The Volcker Rule
Under provisions of the Dodd-Frank Act referred to as the “Volcker Rule,” certain limitations are placed on the ability of
insured depository institutions and their affiliates to engage in sponsoring, investing in and transacting with certain investment
funds, including hedge funds and private equity funds. The Volcker Rule also places restrictions on proprietary trading, which
could impact certain hedging activities. The Volcker Rule became fully effective in 2015, and banking entities had until 2017,
to divest certain legacy investments in covered funds. The Federal Reserve, Office of the Comptroller of Currency, FDIC, SEC,
and Commodity Futures Trading Commission finalized amendments to the Volcker Rule in 2019, which relate primarily to the
Volcker Rule’s proprietary trading and compliance program requirements. These amendments to the Volcker Rule became
effective in 2020, with compliance required by January 1, 2021. The amendments do not change the Volcker Rule’s general
prohibitions, but they offer certain clarifications and a simplified approach to compliance. In June 2020, the agencies finalized
further amendments to the Volcker Rule's funds provisions, which clarify key definitions and add new, and modify certain
existing, exclusions from the definition of covered fund. Further, pursuant to EGRRCPA enacted in 2018 and discussed below,
community banks are excluded from the restrictions of the Volcker Rule if (i) the community bank, and every entity that
controls it, has total consolidated assets equal to or less than $10 billion and (ii) trading assets and liabilities of the community
bank, and every entity that controls it, are equal to or less than five percent of its total consolidated assets. Bancshares and Live
Oak Bank are currently below these thresholds and thus exempt from the Volcker Rule.
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USA PATRIOT Act
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (the “USA PATRIOT Act”) required each financial institution: (i) to establish an anti-money laundering program; (ii) to
establish due diligence policies, procedures and controls with respect to its private banking accounts involving foreign
individuals and certain foreign banks; and (iii) to avoid establishing, maintaining, administering or managing correspondent
accounts in the United States for, or on behalf of, foreign banks that do not have a physical presence in any country. The USA
PATRIOT Act also required the Secretary of the Treasury to prescribe by regulation minimum standards that financial
institutions must follow to verify the identity of customers, both foreign and domestic, when a customer opens an account. In
addition, the USA PATRIOT Act encouraged cooperation among financial institutions, regulatory authorities and law
enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging
in, terrorist acts or money laundering activities.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) mandated for public companies, such as Bancshares, a variety of reforms
intended to address corporate and accounting fraud and provided for the establishment of the Public Company Accounting
Oversight Board (“PCAOB”), which enforces auditing, quality control and independence standards for firms that audit SEC-
reporting companies. Sarbanes-Oxley imposed higher standards for auditor independence and restricted the provision of
consulting services by auditing firms to companies they audit and requires that certain audit partners be rotated periodically. It
also requires chief executive officers and chief financial officers, or their equivalents, to certify the accuracy of periodic reports
filed with the SEC, subject to civil and criminal penalties if they knowingly or willfully violate this certification requirement,
and increases the oversight and authority of audit committees of publicly traded companies.
Fiscal and Monetary Policy
Banking is a business which depends on interest rate differentials for success. In general, the difference between the interest
paid by a bank on its deposits and its other borrowings, and the interest received by a bank on its loans and securities holdings,
constitutes a significant portion of a bank’s earnings. Thus, the Company's earnings and growth will be subject to the influence
of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States
and its agencies, particularly the Federal Reserve. The Federal Reserve regulates the supply of money through various means,
including open market dealings in United States government securities, the discount rate at which banks may borrow from the
Federal Reserve and the reserve requirements on deposits. The nature and timing of any changes in such policies and their
effect on the Company's business and results of operations cannot be predicted.
Current and future legislation and the policies established by federal and state regulatory authorities will affect the Company's
future operations. Banking legislation and regulations may limit the Company's growth and the return to its investors by
restricting certain of its activities.
In addition, capital requirements could be changed and have the effect of restricting the activities of the Company or requiring
additional capital to be maintained. The Company cannot predict with certainty what changes, if any, will be made to existing
federal and state legislation and regulations or the effect that such changes may have on the Company's business and results of
operations.
Real Estate Lending Evaluations
The federal regulators have adopted uniform standards for evaluations of loans secured by real estate or made to finance
improvements to real estate. Banks are required to establish and maintain written internal real estate lending policies consistent
with safe and sound banking practices and appropriate to the size of the institution and the nature and scope of its operations.
The regulations establish loan-to-value ratio limitations on real estate loans. Live Oak Bank’s respective loan policies establish
limits on loan to value ratios that are equal to or less than those established in such regulations.
13
Commercial Real Estate Concentrations
Lending operations of commercial banks may be subject to enhanced scrutiny by federal banking regulators based on a bank’s
concentration of commercial real estate (“CRE”) loans. The federal banking regulators have issued guidance to remind financial
institutions of the risk posed by CRE lending concentrations. CRE loans generally include land development, construction
loans, and loans secured by multifamily property, and nonfarm, nonresidential real property where the primary source of
repayment is derived from rental income associated with the property. The guidance prescribes the following guidelines for
bank examiners to help identify institutions that are potentially exposed to significant CRE risk and may warrant greater
supervisory scrutiny:
•
•
total reported loans for construction, land development and other land (“C&D”) represent 100% or more of the
institution’s total capital; or
total CRE loans represent 300% or more of the institution’s total capital, and the outstanding balance of the
institution’s CRE loan portfolio has increased over 50% or more during the prior 36 months.
As of December 31, 2021, the Bank's C&D concentration as a percentage of bank capital totaled 82.4% and the Bank's CRE
concentration, excluding owner-occupied loans, as a percentage of capital totaled 162.5%.
Limitations on Incentive Compensation
In 2009, the Federal Reserve issued proposed guidance designed to help ensure that incentive compensation policies at banking
organizations do not encourage excessive risk-taking or undermine the safety and soundness of the organization. In connection
with the proposed guidance, the Federal Reserve announced that it would review incentive compensation arrangements of bank
holding companies such as Bancshares as part of the regular, risk-focused supervisory process.
In 2010, the Federal Reserve issued the incentive compensation guidance in final form and was joined by the FDIC, and the
Office of the Comptroller of the Currency. The final guidance, which covers all employees that have the ability to materially
affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a
banking organization’s incentive compensation arrangements should (i) provide employees incentives that appropriately
balance risk and reward and, thus, do not encourage risk-taking beyond the organization’s ability to effectively identify and
manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate
governance, including active and effective oversight by the organization’s board of directors. Any deficiencies in compensation
practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make
acquisitions or perform other actions. The guidance provides that enforcement actions may be taken against a banking
organization if its incentive compensation arrangements or related risk-management control or governance processes pose a risk
to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the
deficiencies.
While the Dodd-Frank Act contemplated additional regulatory action to be taken related to incentive compensation, the
administrative agencies have not yet adopted the contemplated regulations.
Registered Investment Adviser Regulation
LOPW and JAM are registered investment advisers under the Investment Advisers Act of 1940 and the SEC’s regulations
promulgated thereunder. The Investment Advisers Act imposes numerous obligations on registered investment advisers,
including fiduciary, recordkeeping, operational, and disclosure obligations. Supervisory agencies have the power to limit or
restrict LOPW and JAM from conducting their business in the event they fail to comply with such laws and regulations.
Possible sanctions that may be imposed in the event of such noncompliance include the suspension of individual employees,
limitations on business activities for specified periods of time, revocation of registration as an investment adviser and/or other
registrations, and other censures and fines. Changes in these laws or regulations could have a material adverse impact on the
profitability and mode of operations of LOPW and JAM.
14
Economic Environment
The policies of regulatory authorities, including the monetary policy of the Federal Reserve, have a significant effect on the
operating results of bank holding companies and their subsidiaries. Among the means available to the Federal Reserve to affect
the money supply are open market operations in U.S. government securities, changes in the discount rate on member bank
borrowings and changes in reserve requirements against member bank deposits. These means are used in varying combinations
to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates
charged on loans or paid on deposits. The Federal Reserve’s monetary policies have materially affected the operating results of
commercial banks in the past and are expected to continue to do so in the future. The nature of future monetary policies and the
effect of these policies on the Company's business and earnings cannot be predicted.
Dodd-Frank Act
The Dodd-Frank Act was signed into law in 2010 and implemented many changes in the way financial and banking operations
are regulated in the United States, including through the creation of a new resolution authority, mandating higher capital and
liquidity requirements, requiring banks to pay increased fees to regulatory agencies and numerous other provisions intended to
strengthen the financial services sector. Pursuant to the Dodd-Frank Act, the Financial Stability Oversight Council (the
“FSOC”) was created and is charged with overseeing and coordinating the efforts of the primary U.S. financial regulatory
agencies (including the Federal Reserve, the FDIC and the SEC) in establishing regulations to address systemic financial
stability concerns. Under the Dodd-Frank Act, the Consumer Financial Protection Bureau (the “CFPB”) was also created as a
new consumer financial services regulator. The CFPB is authorized to prevent unfair, deceptive and abusive practices and
ensure that consumers have access to markets for consumer financial products and services and that such markets are fair,
transparent and competitive.
Federal and State Taxation
Bancshares and its subsidiaries file a consolidated federal income tax return and separate state income tax returns in North
Carolina. All the returns are filed on a calendar year basis. Consolidated income tax returns have the effect of eliminating
intercompany income and expense, including dividends, from the computation of consolidated taxable income for the taxable
year in which the items occur. In accordance with an income tax sharing agreement, income tax charges or credits are allocated
among Bancshares and its subsidiaries on the basis of their respective taxable income or taxable loss that is included in the
consolidated income tax return.
Banks and bank holding companies are subject to federal and state income taxes in essentially the same manner as other
corporations. Taxable income is generally calculated under applicable sections of the Internal Revenue Code of 1986, as
amended (the “Code”), with some modifications required by state law and the 2017 tax legislation commonly referred to as the
Tax Cuts and Jobs Act (the "Tax Act"). Although the Company’s federal income tax liability is determined under provisions of
the Code, which is applicable to all taxpayers, Sections 581 through 597 of the Code apply specifically to financial institutions.
Among other things, the Tax Act (i) established a new, flat corporate federal statutory income tax rate of 21%, (ii) eliminates the
corporate alternative minimum tax and allowed the use of any such carryforwards to offset regular tax liability for any taxable
year, (iii) limited the deduction for net interest expense incurred by U.S. corporations, (iv) allowed businesses to immediately
expense, for tax purposes, the cost of new investments in certain qualified depreciable assets, (v) eliminated or reduced certain
deductions related to meals and entertainment expenses, (vi) modified the limitation on excessive employee remuneration to
eliminate the exception for performance-based compensation and clarified the definition of a covered employee and (vii)
limited the deductibility of deposit insurance premiums. The Tax Act also significantly changed U.S. tax law related to foreign
operations, however, such changes do not currently impact the Company. Management continues to explore investments which
generate investment tax credits and as a result there can be no assurance as to the actual effective rate because it will be
dependent upon the nature and amount of future income and expenses as well as actual investments generating investment tax
credits and transactions with discrete tax effects.
15
Economic Growth, Regulatory Relief, and Consumer Protection Act
In 2018, the EGRRCPA was signed into law, which amended provisions of the Dodd-Frank Act and was intended to ease, and
better tailor, regulation, particularly with respect to smaller-sized institutions such as the Company. EGRRCPA’s highlights
included, among other things: (i) exempting banks with less than $10 billion in assets from the ability-to-repay requirements for
certain qualified residential mortgage loans held in portfolio; (ii) not requiring appraisals for certain transactions valued at less
than $400,000 in rural areas; (iii) clarifying that, subject to various conditions, reciprocal deposits of another depository
institution obtained using a deposit broker through a deposit placement network for purposes of obtaining maximum deposit
insurance would not be considered brokered deposits subject to the FDIC’s brokered-deposit regulations; (iv) raising eligibility
for the 18-month exam cycle from $1 billion to banks with $3 billion in assets; and (v) simplifying capital calculations by
requiring regulators to establish for institutions under $10 billion in assets a CBLR (tangible equity to average consolidated
assets) at a percentage not less than 8% and not greater than 10% that such institutions may elect to replace the general
applicable risk-based capital requirements for determining well capitalized status. In 2019, the FDIC passed a final rule on the
CBLR, setting the minimum required CBLR at 9 percent. The rule went into effect in 2020. In addition, the Federal Reserve
was required to raise the asset threshold under its Small Bank Holding Company Policy Statement from $1 billion to $3 billion
for bank or savings and loan holding companies that are exempt from consolidated capital requirements, provided that such
companies meet certain other conditions such as not engaging in significant nonbanking activities and not having a material
amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the SEC.
Consistent with EGRRCPA, the Federal Reserve passed an interim final rule that became effective in 2018 to increase the asset
threshold to $3 billion for qualifying for such policy statement.
The Coronavirus Aid, Relief, and Economic Security Act
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was
signed into law in March 2020, to provide national emergency economic relief measures. Many of the CARES Act’s programs
are dependent upon the direct involvement of U.S. financial institutions, such as the Company and the Bank, and have been
implemented through rules and guidance adopted by federal departments and agencies, including the U.S. Department of
Treasury, the Federal Reserve and other federal banking agencies, including those with direct supervisory jurisdiction over the
Company and the Bank. Furthermore, as the ongoing COVID-19 pandemic evolves, federal regulatory authorities continue to
issue additional guidance with respect to the implementation, lifecycle, and eligibility requirements for the various CARES Act
programs as well as industry-specific recovery procedures for COVID-19. In addition, it is possible that Congress will enact
supplementary COVID-19 response legislation, including amendments to the CARES Act or new bills comparable in scope to
the CARES Act. For example, the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act (the Economic Aid
Act) passed on December 27, 2020, allocated additional funding to the PPP, which funds can be used not only by small
businesses who have yet to receive a PPP loan but also by some small businesses who may be eligible to receive a second PPP
loan. The Economic Aid Act also significantly revised various aspects of the PPP terms and conditions, including certain
aspects of the forgiveness process. In March 2021, the American Rescue Plan Act was enabled to provide additional financial
relief and economic stimulus. The Company continues to assess the impact of the CARES Act and subsequent statues,
regulations and supervisory guidance related to the COVID-19 pandemic.
Paycheck Protection Program. The CARES Act amended the SBA’s loan program, in which the Bank participates, to create a
guaranteed, unsecured loan program, the Paycheck Protection Program (“PPP”), to fund operational costs of eligible businesses,
organizations and self-employed persons during the COVID-19 pandemic. As a participating lender in the PPP, the Bank
continues to monitor legislative, regulatory, and supervisory developments related thereto.
Troubled Debt Restructuring and Loan Modifications for Affected Borrowers. The CARES Act, as amended, permits banks to
suspend requirements under U.S. generally accepted accounting principles (“GAAP”) for loan modifications to borrowers
affected by COVID-19 that would otherwise be characterized as troubled debt restructurings and suspend any determination
related thereto if certain conditions are met. In order to be eligible for this treatment, the applicable loan must have been no
more than 30 days past due as of December 31, 2019 and the loan modification must be made between March 1, 2020 and the
earlier of (i) 60 days after the date of termination of the national emergency related to COVID-19 declared by the president of
the United States, or (ii) January 11, 2022. The federal banking agencies also issued guidance to encourage banks to make loan
modifications for borrowers affected by COVID-19 and to assure banks that they will not be criticized by examiners for doing
so. The Company is applying this guidance to qualifying loan modifications.
Evolving Legislation and Regulatory Action
New laws or regulations or changes to existing laws and regulations, including changes in interpretation or enforcement, could
materially adversely affect the Company's financial condition or results of operations.
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Item 1A. RISK FACTORS
An investment in Live Oak Bancshares, Inc.’s common stock involves certain risks. The following discussion highlights the risks
that management believes are material for the Company, but do not necessarily include all the risks that we may face.
Additional risks and uncertainties that are not currently known or that management does not currently deem material could
also have a material adverse impact on our business, results of our operations and financial condition. You should carefully
consider the risk factors and uncertainties described below and elsewhere in this Report in evaluating an investment in Live
Oak Bancshares, Inc.’s common stock.
Summary of Risk Factors
The following is a summary of the most significant risks and uncertainties that we believe could adversely affect our business,
financial condition or results of operations. In addition to the following summary, you should consider the other information set
forth in this “Risk Factors” section and the other information contained in this report before investing in our securities.
Risks Related to Our Business
• The COVID-19 pandemic and responsive measures could have a material adverse effect on our business, results of
operations, and financial condition; such effects will depend on future developments, which are uncertain and difficult
to predict.
• Unexpected credit losses could have a material adverse effect on our capital, financial condition, and results of
operations.
• Changes to the SBA or other government-guaranteed lending programs by the federal government, or the loss of our
status as an SBA Preferred Lender, could have a material adverse effect on our business.
• Changes in our ability to use, or the terms of our use of, intellectual property owned by other companies could have a
material adverse effect on our business.
• We must effectively manage risks in connection with our information systems, which may experience disruption,
failure, or security breaches, including those caused by cyber-attacks.
• We must effectively manage our interest rate risks.
• We must maintain an appropriate allowance for credit losses.
• We must effectively manage our liquidity risk.
• We are subject to environmental liability risk associated with our lending activities.
• We must effectively manage our counterparty risk.
• Our expansion strategy, including new lines of business, new products, acquisitions, and investments, exposes us to
risks.
• We are less able to diversify our lending risks than larger financial institutions.
• Our directors and executive officers own a significant amount of our outstanding common stock, which could limit
other shareholders’ ability to influence corporate matters and may hinder a third party from acquiring control of the
Company.
17
Risks Related to Our Regulatory Environment
• We are subject to extensive government regulation and supervision.
• We must maintain adequate regulatory capital to support our business.
Risks Related to Our Common Stock
• The trading volume in our common stock is less than that of larger financial institutions.
• There can be no assurance that we will continue to pay cash dividends.
• Federal laws and regulations impose restrictions on the ownership of our common stock.
• Anti-takeover provisions in our governing documents could adversely affect our shareholders.
• An investment in our common stock is not an insured deposit.
General Risk Factors
• We compete with larger financial institutions and other financial service providers.
• We must attract, retain, and develop key personnel.
• Our risk management framework may not effectively mitigate risks or losses to us.
• Hurricanes or other adverse weather events could disrupt our operations.
• Our failure to maintain an effective system of internal control over financial reporting could harm our business.
• Damage to our business reputation could adversely impact our business and results of operations.
18
Risks Related to Our Business
The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our
business, results of operations, and financial condition, and such effects will depend on future developments that are highly
uncertain and difficult to predict.
Global health concerns relating to the COVID-19 outbreak and related government actions taken to reduce the spread of the
virus have had a significant negative impact on the macroeconomic environment, and the outbreak has significantly increased
economic uncertainty and reduced economic activity. The outbreak resulted in government authorities implementing numerous
measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or total lock-down orders
and business limitations and shutdowns.
In many locations throughout the United States, the spread of COVID-19 decreased substantially throughout the spring and
summer of 2021 and, as a result, several of the activity restrictions listed above were lifted in whole or in part in many
jurisdictions. However, due in large part to the increased spread of new, more transmissible coronavirus variants, the number of
individuals diagnosed with COVID-19 has again increased substantially in recent months. The substantial increase in COVID-
19 infections has caused state and local governments to consider, and in some cases implement, various activity restrictions and
containment measures that previously had been lifted.
The widespread availability of multiple COVID-19 vaccines and corresponding rates of vaccination generally have been
effective in curtailing rates of infection in many parts of the United States and, in turn, mitigating many of the adverse social
and economic effects of the pandemic; however, a significant portion of the population remains unvaccinated and the efficacy
of the vaccines in preventing infection and serious illness is believed to wane over time and may be diminished in the face of
new coronavirus variants. Accordingly, the pandemic, and related efforts to contain it, continue to disrupt global economic
activity and functioning of the financial markets, impact interest rates and monetary policy decisions, increase economic and
market uncertainty, and disrupt trade and supply chains. In an effort to counteract the significant economic disruption from the
COVID-19 pandemic, there have been multiple economic stimulus packages initiated by the federal government, including the
CARES Act and the Economic Aid Act. However, there can be no assurance that these packages will continue to be effective in
stimulating and sustaining economic activity, and additional governmental stimulus and related interventions may be needed.
Moreover, as economic conditions relating to the pandemic have improved over time, the Federal Reserve has shifted its focus
to limiting the inflationary and other potentially adverse effects of the extensive pandemic-related government stimulus, which
signals the potential for a continued period of economic uncertainty even if the pandemic subsides.
As a result, the outbreak has adversely impacted and may further adversely impact our operations and the operations of our
borrowers, customers, and business partners. A number of factors impacting us or our borrowers, customers or business
partners could materially adversely affect our business, results of operations, and financial condition, including but not limited
to:
•
•
•
•
•
•
elevated levels of unemployment may lead to increases in loan delinquencies, losses, and charge-offs;
disruptions in the supply chains upon which our borrowers depend may have an adverse impact on their financial
condition and ability to repay our loans;
collateral for loans, including real estate, may decline in value, which could cause loan losses to increase;
demand for our products and services may decline, making it difficult to grow or maintain assets and income;
noninterest income from premiums paid in the secondary market for the sale of loans may be reduced due to
deteriorating market conditions and a decrease in the number of potential buyers;
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
• we may experience operational failures due to changes in our normal business practices necessitated by the outbreak
and related governmental actions;
•
•
third-party vendors on which we rely may not be able to provide us critical services;
our risk management policies and practices may be negatively impacted in general, including, but not limited to, the
effectiveness and accuracy of our models given the lack of data and comparable precedent; and
19
•
cyber and payment fraud risk may increase as cybercriminals attempt to profit from the disruption given increased
online and remote activity.
The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel and developing
work-from-home and social distancing plans for our employees), and we may take further actions as may be required by
government authorities or as we determine are in the best interests of our employees, customers, and business partners. There is
no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to
government authorities.
Federal, state and local governmental authorities have enacted, and may enact in the future, legislation, regulations, and
protocols in response to the COVID-19 pandemic, including governmental programs intended to provide economic relief to
businesses and individuals. Our participation in and execution of any such programs may cause operational, compliance,
reputational, and credit risks, which could result in litigation, governmental action or other forms of loss. There remains
significant uncertainty regarding the measures that authorities will enact in the future and the ultimate impact of the legislation,
regulations, and protocols that have been and will be enacted. For example, the CARES Act temporarily added a new program
titled the Paycheck Protection Program (the “PPP”) to the SBA’s 7(a) loan program. The PPP was intended to provide
economic relief to small businesses nationwide. Under the PPP, small businesses and other entities and individuals could apply
for loans from existing SBA lenders and other approved lenders that enrolled in the program, subject to numerous limitations
and eligibility criteria. After the PPP launched on April 3, 2020, we were an active participant in the program originating a
substantial number and principal amount of PPP loans. In addition, the CARES Act provided regulatory relief on deferrals
offered to certain borrowers and provided six months of payment relief through the first quarter of 2021 from the SBA for
certain loans guaranteed by that agency. We face the risk that payment deferrals and those subsidy payments made by the SBA
for borrowers under its programs may skew actual indications of ability to repay. The Economic Aid Act passed on December
27, 2020, allocated additional funding to the PPP, which funds were used not only by small businesses who had yet to receive a
PPP loan but also by some small businesses who were eligible to receive a second PPP loan. The Economic Aid Act also
significantly revised various aspects of the PPP terms and conditions, including certain aspects of the forgiveness process.
Rules and guidance regarding the PPP were not readily available at the start of the program, and the SBA and other government
agencies continued to release additional rules and guidance during 2021 that changed or updated the requirements and
expectations of the regulatory agencies administering the PPP and regulating participating lenders. As of the date of this report,
there remains some ambiguity in the laws, rules, and guidance regarding the operation of the PPP, with a number of important
aspects of the PPP where regulatory agencies have not provided complete guidance, particularly with respect to process,
procedures and criteria for forgiveness and servicing of PPP loans. Banks participating in the PPP have been subject to
litigation regarding the process and procedures that such banks used in processing applications for the PPP and regarding
claims for fees to be paid to purported agents and other third parties, and we are exposed to the risk of litigation regarding the
PPP. If any such litigation is not resolved in a manner favorable to us, it may result in significant financial liability or adversely
affect our reputation. In addition, litigation can be costly, regardless of outcome. We also face credit risk on PPP loans if a
determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced
by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan. In the event of a loss resulting from a
default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was
originated, funded, or serviced by the Bank, the SBA may deny its liability under the guaranty, reduce the amount of the
guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Bank.
Additionally, our future success and profitability substantially depends on the management skills of our executive officers and
directors. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our
business or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event
of key employee loss or unavailability.
The extent to which the COVID-19 outbreak continues to impact our business, results of operations, and financial condition
will depend on future developments that are highly uncertain and are difficult to predict, including, but not limited to, the
duration and spread of the virus and its variants, its severity, the actions to contain the virus or treat its impact, including
vaccination rates and efficacy, and how quickly and to what extent normal economic and operating conditions can resume.
Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business,
financial condition, and results of operations and prospects as a result of the virus’s global economic impact, including
disruptions to trade and supply chains, the availability of credit, adverse impacts on our liquidity, and any recession that has
occurred or may occur in the future. For more information on the impacts of COVID-19 on our business, results of operations
and financial condition, see “Recent Developments” in Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
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There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may
have, and the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of
the impacts on our business, our operations, or the global economy as a whole. However, the effects could have a material
impact on our results of operations and heighten many of our known risks described in this “Risk Factors” section.
We may experience increased delinquencies and credit losses, which could have a material adverse effect on our capital,
financial condition, and results of operations.
Like other lenders, we face the risk that our customers will not repay their loans. A customer’s failure to repay us is usually
preceded by missed monthly payments. In some instances, however, a customer may declare bankruptcy prior to missing
payments, and, following a borrower filing bankruptcy, a lender’s recovery of the credit extended is often limited. Since many
of our loans are secured by collateral, we may attempt to seize the collateral if and when a customer defaults on a loan.
However, the value of the collateral might not equal the amount of the unpaid loan, and we may be unsuccessful in recovering
the remaining balance from our customer. Any deterioration or downturn in real estate values in the markets we serve could
have a material adverse effect on the value of the real property securing those loans. Our ability to recover on defaulted loans
would then be diminished, and we would be more likely to suffer losses on defaulted loans. The resolution of nonperforming
assets, including the initiation of foreclosure proceedings, requires significant commitments of time from management, which
can be detrimental to the performance of their other responsibilities, and which expose us to additional legal costs. Elevated
levels of loan delinquencies and bankruptcies in our market areas, generally, and among our customers specifically, can be
precursors of future charge-offs and may require us to increase our ACL on loans and leases. Higher charge-off rates, delays in
the foreclosure process or in obtaining judgments against defaulting borrowers or an increase in our ACL may negatively
impact our overall financial performance, may increase our cost of funds, and could materially adversely affect our business,
results of operations and financial condition.
SBA lending and other government guaranteed lending is an important part of our business. These lending programs are
dependent upon the federal government, and we face specific risks associated with originating SBA and other government
guaranteed loans.
Our SBA lending program is dependent upon the federal government. As an SBA Preferred Lender, we enable our clients to
obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are not SBA
Preferred Lenders. The SBA periodically reviews the lending operations of participating lenders to assess, among other things,
whether the lender exhibits prudent risk management. When weaknesses are identified, the SBA may request corrective actions
or impose enforcement actions, including revocation of the lender’s Preferred Lender status. If we lose our status as a Preferred
Lender, we may lose some or all of our customers to lenders who are SBA Preferred Lenders, and as a result we could
experience a material adverse effect to our financial results. Any changes to the SBA program, including changes to the level of
guarantee provided by the federal government on SBA loans, may also have a material adverse effect on our business.
We anticipate that gains on the sale of loans will comprise a meaningful component of our revenue in 2022. We sell the
guaranteed portion of some of our SBA 7(a) loans in the secondary market. These sales have resulted in premium income for us
at the time of sale and created a stream of future servicing income. We may not be able to continue originating these loans or
selling them in the secondary market. Furthermore, even if we are able to continue originating and selling SBA 7(a) loans in the
secondary market, we might not continue to realize premiums upon the sale of the guaranteed portion of these loans. When we
sell the guaranteed portion of our SBA 7(a) loans, we incur credit risk on the non-guaranteed portion of the loans, and if a
customer defaults on the non-guaranteed portion of a loan, we share any loss and recovery related to the loan pro-rata with the
SBA. If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies in the
manner in which the loan was originated, funded or serviced by us, the SBA may seek recovery of the principal loss related to
the deficiency from us, which could materially adversely affect our business, results of operations and financial condition.
In addition, we make loans through various programs of the United States Department of Agriculture (“USDA”). A typical
SBA 7(a) loan carries a 75% guarantee while USDA guarantees range from 60% to 80% depending on loan size and type. We
expect to continue to sell a large proportion of the USDA loans that we originate in the secondary market as they become
eligible for sale. The origination and sale of these loans are subject to similar risks associated with the origination and sale of
SBA 7(a) loans as described above. The laws, regulations and standard operating procedures that are applicable to SBA and
USDA loan products may change at any time. Because government regulation greatly affects the business and financial results
of our organization, changes in the laws, regulations and procedures applicable to SBA and USDA loans could adversely affect
our ability to operate profitably.
21
A prolonged U.S. government shutdown would harm our results of operations.
Our results of operations, including revenue, non-interest income, expenses and net interest income, would be adversely
affected in the event of widespread financial and business disruption on account of a prolonged failure to maintain significant
U.S. government operations, particularly those pertaining to the SBA, the USDA or the FDIC. Any such failure to maintain
such U.S. government operations would impede our ability to originate SBA loans and our ability to sell such loans in the
secondary market, which would materially adversely affect our business, results of operations and financial condition.
We are dependent upon the use of intellectual property owned by third parties, and any change in our ability to use, or the
terms upon which we may use, this intellectual property could have a material adverse effect on our business.
The technology-based lending platform that is pivotal to our success is dependent on the use of the nCino Bank Operating
System and Salesforce.com, Inc.’s Force.com cloud computing infrastructure platform. We rely on a non-exclusive license to
use nCino’s platform. Because our license is non-exclusive, the nCino Bank Operating System is available to other lenders and
nothing would prevent our competitors from developing, licensing or using similar technology. Our license currently expires on
November 14, 2024. Notwithstanding the term of our agreement, our license may be terminated if we are in material breach of
the license and do not cure the breach within 30 days. In addition, nCino relies on a license to use the Salesforce.com platform,
and if nCino were unable to maintain its rights under that license, our ability to rely on the nCino license could be adversely
affected. We can offer no assurance that we will be able to renew or maintain our license to use the nCino Bank Operating
System on terms that are acceptable. Termination of either of these licenses or the reduction or elimination of our licensed
rights may result in our having to negotiate new licenses with less favorable terms, or the inability to obtain access to such
licensed technology at all.
Similarly, Apiture, Inc. (“Apiture”) has provided the Bank significant engineering, development, professional and other services
under an agreement to deliver the products and services that comprise our next-generation banking platform that we believe
will be important for our future strategy and success. This banking platform enables us to offer checking and other
transactional accounts to our customers. Offering these types of banking products for the first time to our customers presents
greater and more complex operational, compliance and other risks than the risks associated with the deposit products we have
offered in the past. There can be no assurance that Apiture will be able to develop and support the implementation of our new
banking platform in a timely and cost-effective manner or that Apiture will continue to provide any services on which we rely at
appropriate service levels or at prices that would be market competitive. In addition, we are an investor in Finxact, Inc., an
early-stage fintech company that has developed and continues to refine and enhance an enterprise class, cloud-native Core-as-a-
Service platform that we believe is important for our future strategy and success. We also rely on numerous other vendors and
third parties to provide software and solutions comprising our new banking platform. If this technology is not successfully
developed and implemented at our Bank, if we were to lose access to any of this technology, or if we were only able to access
the technology on less favorable terms, we would not be able to offer our customers the next-generation banking platform
services that we intend to offer, and our business, financial condition, results of operations and prospects could be materially
and adversely affected.
A failure in or breach of our operational or security systems, or those of our third-party service providers, including as a
result of cyber-attacks, could disrupt our business, result in unintentional disclosure or misuse of confidential or proprietary
information, damage our reputation, increase our costs and cause losses.
As a financial institution, our operations rely heavily on the secure data processing, storage and transmission of confidential and
other information on our computer systems and networks. This may include sensitive business and personal information about
our customers, such as addresses, Social Security numbers and driver license numbers. Maintaining the confidentiality of this
information is critical to our business. We also maintain important internal company data such as personally identifiable
information about our employees and information regarding our operations. Our collection of such customer and company data
is subject to extensive regulation and oversight.
22
Cloud technologies, including third-party cloud infrastructure, are also critical to the operation of our systems, and our reliance
on cloud technologies is growing. Any failure, interruption or breach in security or operational integrity of these systems could
result in failures or disruptions in our online banking system, customer relationship management, general ledger, deposit and
loan servicing and other systems. The security and integrity of our systems and the technology we use, including services and
solutions provided by third-party vendors, could be threatened by a variety of interruptions or information security breaches,
including those caused by computer hacking, cyber-attacks, electronic fraudulent activity or attempted theft of financial assets
or information. The increased use of mobile and cloud technologies, as well as the increase in remote work due to the COVID-
19 pandemic, can heighten these and other operational risks. We may fail to promptly identify or adequately address any such
failures, interruptions or security breaches if they do occur. While we have certain protective policies and procedures in place,
the nature and sophistication of the threats continue to evolve. The increasing sophistication of cyber criminals and their
evolving attempts to breach networks present increasing risk of a security breach. We may be required to expend significant
additional resources in the future to modify and enhance our protective measures.
The nature of our business may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses,
physical or electronic break-ins or similar disruptions. The technology-based platform we use processes sensitive data from our
borrowers, depositors and other customers. While we have taken steps to protect confidential information that we have access
to, our security measures and the security measures employed by the owners of the technology in the platform that we use could
be breached. Any accidental or willful security breaches or other unauthorized access to our systems could cause confidential
customer, borrower, employee, vendor, partner or investor information to be stolen and used for criminal purposes. Security
breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the
information, time-consuming and expensive litigation, and negative publicity. If security measures are breached because of
third-party action, employee error, malfeasance or otherwise, or if design flaws in the technology-based platform that we use
are exposed and exploited, our relationships with customers, borrowers, employees, vendors, partners and investors could be
severely damaged, and we could incur significant liability.
Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not
recognized until they are launched against a target, we and our partners and collaborators may be unable to anticipate these
techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and
regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory
disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may
cause customers, borrowers, employees, vendors, partners or investors to lose confidence in the effectiveness of our data
security measures. Any security breach, whether actual or perceived, would harm our reputation and could cause us to lose
customers, borrowers, employees, vendors, partners, or investors, and could adversely affect our business and operations.
Additionally, we face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties
that facilitate our business activities, including exchanges, clearing agents, clearing houses or other financial intermediaries.
Such parties could also be the source of an attack on, or breach of, our operational systems. Any failures, interruptions or
security breaches in our information systems could damage our reputation, result in a loss of customer business, result in a
violation of privacy or other laws, or expose us to civil litigation, regulatory fines or losses not covered by insurance.
Our business is dependent on the successful and uninterrupted functioning of our information technology and
telecommunications systems and third-party providers. The failure of these systems, or the termination of a third-party software
license or service agreement on which any of these systems is based, could interrupt our operations. Because our information
technology and telecommunications systems interface with and depend on third-party systems, we could experience service
denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If significant,
sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our
reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial
liability, any of which could materially adversely affect our business, financial condition, results of operations and prospects, as
well as the value of our common stock.
23
The fair value of our investment securities can fluctuate due to factors outside of our control.
As of December 31, 2021, the fair value of our available for sale securities portfolio was approximately $906.1 million. Factors
beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse
changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions in respect of the
securities, defaults by the issuer or with respect to the underlying securities, monetary tapering actions by the Federal Reserve,
and changes in market interest rates and potential instability in the capital markets. Any of these factors, among others, could
cause impairments and realized or unrealized losses in future periods and declines in other comprehensive income, which could
materially and adversely affect our business, results of operations, financial condition and prospects, as well as the value of our
common stock. The process for determining whether a security is reported at the proper carrying amount usually requires
complex, subjective judgments about the future financial performance and liquidity of the issuer and any collateral underlying
the security in order to assess the probability of receiving all contractual principal and interest payments on the security. Our
inability to accurately predict the future performance of an issuer or to efficiently respond to changing market conditions could
result in a decline in the value of our investment securities portfolio, which could have a material and adverse effect on our
business, results of operations and financial condition. In addition, adjustments to the ACL on available-for-sale investment
securities would negatively affect the Company’s earnings and regulatory capital ratios.
Our ACL may prove to be insufficient to absorb lifetime losses on loans, leases and off-balance sheet credit exposures.
We maintain allowances for credit losses on loans, leases, and off-balance sheet credit exposures. The ACL on loans and leases
are contra-asset valuation accounts that are deducted from the amortized cost basis of these assets to present the net amount
expected to be collected. In the case of off-balance-sheet credit exposures, the ACL is a liability account reported as an other
liability in our consolidated balance sheets. The amount of each allowance account represents management's best estimate of
current expected credit losses on these financial instruments considering available information, from internal and external
sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information
includes historical credit loss experience, current conditions and reasonable and supportable forecasts. As a result, the
determination of the appropriate level of ACL inherently involves a high degree of subjectivity and requires us to make
significant estimates related to current and expected future credit risks and trends, all of which may undergo material changes.
Continuing deterioration in economic conditions affecting borrowers; new information regarding existing loans and loan
commitments; and identification of additional problem loans, ratings down-grades and other factors, both within and outside of
our control, may require an increase in the allowances for credit losses on loans and off-balance sheet credit exposures. In
addition, bank regulatory agencies periodically review our ACL and may require an increase in credit loss expense or the
recognition of further loan charge-offs, based on judgments different than those of management. Furthermore, if any charge-
offs related to loans or off-balance sheet credit exposures in future periods exceed our allowances for credit losses on loans or
off-balance sheet credit exposures, we will need to recognize additional credit loss expense to increase the applicable
allowance. Any increase in the ACL on loans and/or off-balance sheet credit exposures will result in a decrease in net income
and, possibly, capital, and may have a material adverse effect on our business, financial condition and results of operations. See
Note 1. Organization and Summary of Significant Accounting Policies to the Consolidated Financial Statements for further
discussion related to our process for determining the appropriate level of the ACL.
The valuation of our loans measured at fair value is based on estimates and subject to fluctuation based on market
conditions and other factors that are beyond our control.
We have a large portfolio of loans measured at fair value. We determine fair value based on applicable accounting guidance
which requires an entity to base fair value on exit price and to maximize the use of observable inputs and minimize the use of
unobservable inputs to the extent possible. The fair value of these loans includes adjustments for historical credit losses, market
liquidity, and economic conditions at the measurement date. This is an inherently uncertain process, and the fair value of our
loans may be adversely impacted by factors that are beyond our control, which may in turn have a material adverse effect on
our business, results of operations and financial condition. See Note 1. Organization and Summary of Significant Accounting
Policies to the Consolidated Financial Statements for further discussion related to our process for determining the fair value of
loans.
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The valuation of our servicing rights is based on estimates and subject to fluctuation based on market conditions and other
factors that are beyond our control.
The fair value of our servicing rights is estimated based upon projections of expected future cash flows generated by the loans
we service, historical prepayment rates, future prepayment estimates, portfolio characteristics, interest rates based on interest
rate yield curves, volatility, market demand for servicing rights and other factors. While this evaluation process uses historical
and other objective information, the valuation of our servicing rights is ultimately an estimate based on our experience,
judgment and expectations regarding our servicing portfolio and the broader market. This is an inherently uncertain process and
the value of our servicing rights may be adversely impacted by factors that are beyond our control, which may in turn have a
material adverse effect on our business, results of operations and financial condition.
The recognition of gains on the sale of loans reflects certain assumptions.
We anticipate that gains on the sale of loans will continue to comprise a meaningful component of our revenue in 2022. The
determination of noncash gains is based on assumptions regarding the value of unguaranteed loans retained, servicing rights
retained and deferred fees and costs. The value of retained unguaranteed loans and servicing rights are determined by our
wholly owned subsidiary, GLS, which applies market-derived factors such as prepayment rates, current market conditions and
recent loan sales to arrive at valuations. Deferred fees and costs are determined using internal analysis of the cost to originate
loans. Significant errors in assumptions used to compute gains on sale of loans could result in material revenue misstatements,
which may have a material adverse effect on our business, results of operations and profitability. We believe that the valuations
provided by GLS are at arm’s length and reflect fair value . In addition, these valuations are reperformed for indications of bias
by an independent third party on a biannual basis. However, if such valuations are not reflective of fair market value, then our
business, results of operations and financial condition may be materially and adversely affected.
Our rental equipment is subject to residual value risk upon disposition, and may not sell at the prices or in the quantities we
expect.
The market value of any given piece of rental equipment could be less than its depreciated value at the time it is sold. The
market value of used rental equipment depends on several factors, including:
•
•
•
•
the market price for new equipment of a like kind;
the age of the equipment at the time it is sold, as well as wear and tear on the equipment relative to its age;
the supply of used equipment on the market;
technological advances relating to the equipment;
• demand for the used equipment; and
• general economic conditions.
We include in income from operations the difference between the sales price and the depreciated value of an item of equipment
sold. Changes in our assumptions regarding depreciation could change our depreciation expense, as well as the gain or loss
realized upon disposal of equipment. Sales of our used rental equipment at prices that fall significantly below our projections or
in lesser quantities than we anticipate will have a negative impact on our results of operations and cash flows.
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We are subject to liquidity risk in our operations.
Liquidity risk includes the possibility of being unable, at a reasonable cost and within acceptable risk tolerances, to pay
obligations as they come due, to capitalize on growth opportunities as they arise, or to pay regular dividends because of an
inability to liquidate assets or obtain adequate funding on a timely basis. Liquidity is required to fund various obligations,
including credit obligations to borrowers, loan originations, withdrawals by depositors, repayment of debt, dividends to
shareholders, operating expenses, and capital expenditures. Our liquidity is derived primarily from retail deposit growth and
retention, the sale of loans in the secondary market, principal and interest payments on loans and investment securities, net cash
provided from operations, and access to other funding sources. A significant portion of our deposit base is gathered through our
nationwide direct deposit platform, and we have historically also relied on brokered deposits. If our Bank were to become less
than well capitalized, we would be subject to regulatory restrictions that could limit the effective yield we offer on deposits or
disrupt our ability to accept brokered deposits. We also could not accept brokered deposits without FDIC approval. Recently
revised and modernized FDIC regulations offer some regulatory relief and additional clarification. We are assessing the
implications of these new regulations and anticipate that the industry will seek response to situation-specific questions from the
regulatory agencies. See “Capital Adequacy” under the heading “Supervision and Regulation” above for more details on these
restrictions. If we became subject to these restrictions, they could have a material adverse effect on our liquidity, results of
operations and financial condition.
Our access to funding sources in amounts adequate to finance our activities or at a reasonable cost could be impaired by factors
that affect us specifically or the financial services industry in general. Factors that could adversely affect our access to liquidity
sources include a decrease in the level of our business activity due to a market downturn, failures of or interruptions to our next-
generation banking platform, our lack of access to a traditional branch banking network designed to generate core deposits, and
adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a
severe disruption in the financial markets or negative views and expectations about the prospects for the financial services
industry as a whole. Our access to borrowed funds could become limited in the future, and we may be required to pay above
market rates for additional borrowed funds, if we are able to obtain them at all, which may adversely affect our business, results
of operations and financial condition.
Changes in the interest rate environment could reduce our net interest income, which could reduce our profitability.
As a financial institution, our earnings depend in part on our net interest income, which is the difference between the interest
income that we earn on interest-earning assets, such as investment securities and loans, and the interest expense that we pay on
interest-bearing liabilities, such as deposits and borrowings. Additionally, changes in interest rates affect the premiums we may
receive in connection with the sale of SBA 7(a) and USDA loans in the secondary market, pre-payment speeds of loans for
which we own servicing rights, our ability to fund our operations with customer deposits, and the fair value of securities in our
investment portfolio. Therefore, any change in general market interest rates, including changes in federal fiscal and monetary
policies, affects us more than non-financial companies and can have a significant effect on our net interest income and results of
operations. Our assets and liabilities may react differently to changes in overall market rates or conditions because there may be
mismatches between the repricing or maturity characteristics of the assets and liabilities. As a result, an increase or decrease in
market interest rates could have material adverse effects on our net interest margin, noninterest income and results of
operations. In a rising interest rate environment, potential borrowers could seek to defer loans as they wait for interest rates to
settle, and borrowers of variable rate loans may be subject to increased interest rates, which could result in a greater rate of
prepayment or default. Changes in interest rates may also present additional challenges to our business that we have not
anticipated.
The amount of other real estate owned, or OREO, may increase significantly, resulting in additional losses, and costs and
expenses that will negatively affect our operations.
In connection with our banking business, we take title to real estate collateral from time to time through foreclosure or
otherwise in connection with efforts to collect debts previously contracted. Such real estate is referred to as other real estate
owned (“OREO”). As the amount of OREO increases, our losses, and the costs and expenses to maintain the real estate,
likewise increase. The amount of OREO we hold may increase due to various economic conditions or other factors. Any
additional increase in losses and maintenance costs and other expenses due to OREO may have a material adverse effect on our
business, results of operations and financial condition. Such effects may be particularly pronounced in a market of reduced real
estate values and excess inventory, which may make the disposition of OREO properties more difficult, increase maintenance
costs and other expenses, and reduce our ultimate realization from any OREO sales. In addition, at the time of acquisition of the
OREO we are required to reflect its fair market value in our financial statements. If the OREO declines in value subsequent to
its acquisition, we are required to recognize a loss. As a result, declines in the value of our OREO will have a negative effect on
our business, results of operations and financial condition. As of December 31, 2021, we had four OREO properties with an
aggregate carrying value of $620 thousand.
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We are subject to environmental liability risk associated with our lending activities.
A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose
on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be
found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for
personal injury and property damage. Environmental laws may require us to incur substantial expenses and may materially
reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more
stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental
liability. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material
adverse effect on our business, results of operations and financial condition.
Our use of appraisals in deciding whether to make a loan secured by real property or how to value the loan in the future may
not accurately reflect the net value of the collateral that we can realize.
In considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an
appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values may
experience changes in value in relatively short periods of time, especially during periods of heightened economic uncertainty,
this estimate might not accurately describe the net value of the real property collateral after the loan has been closed. If the
appraisal does not reflect the amount that may be obtained upon any sale or foreclosure of the property, we may not realize an
amount equal to the indebtedness secured by the property. In addition, we rely on appraisals and other valuation techniques to
establish the value of our OREO and to determine certain loan impairments. If any of these valuations are inaccurate, our
consolidated financial statements may not reflect the correct value of OREO, and our ACL on loans and leases may not reflect
accurate loan impairments. The valuation of the properties securing the loans in our portfolio may negatively impact the
continuing value of those loans and could materially adversely affect our business, results of operations and financial condition.
We could be subject to losses, regulatory action or reputational harm due to fraudulent and negligent acts on the part of loan
applicants, our borrowers, our employees and vendors.
In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on
information furnished by or on behalf of customers and other third parties, including financial statements, property appraisals,
title information, employment and income documentation, account information and other financial information which may
include information furnished by sellers to our borrowers in connection with business acquisitions that we finance. We may also
rely on representations of clients and other third parties as to the accuracy and completeness of such information and, with
respect to financial statements, on reports of independent auditors. Any such misrepresentation or incorrect or incomplete
information may not be detected prior to funding a loan or during our ongoing monitoring of outstanding loans. In addition, one
or more of our employees or vendors could cause a significant operational breakdown or failure, either as a result of human
error or where an individual purposefully sabotages or fraudulently manipulates our loan documentation, operations or systems.
Any of these developments could have a material adverse effect on our business, results of operations and financial condition.
New lines of business or new products and services may subject us to additional risks.
We are focused on our long-term growth and have undertaken various new business initiatives, many of which involve
activities that are new to us, or in some cases, are in the early stages of development. From time to time, we may develop, grow
and/or acquire new lines of business or offer new products and services within existing lines of business. There are substantial
risks and uncertainties associated with these efforts, particularly in instances where the markets for these products and services
are not fully developed. Given our evolving business and product diversification, these and other new initiatives may subject us
to, among other risks, increased business, reputational and operational risk, as well as more complex legal, third-party,
regulatory and compliance costs and risks.
In developing and marketing new lines of business and/or new products and services, we may invest significant time and
resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may
not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with
regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new
line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a
significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the
development and implementation of new lines of business or new products or services could have a material adverse effect on
our business, results of operations and financial condition. All service offerings, including current offerings and those which
may be provided in the future, may become more risky due to changes in economic, competitive and market conditions beyond
our control.
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We are subject to risk in connection with our strategic activities, including acquisitions, joint ventures, partnerships, and
investments.
We are engaged, and may in the future engage, in strategic activities, including acquisitions, joint ventures, partnerships,
investments or other business growth initiatives or undertakings. There can be no assurance that we will successfully identify
appropriate opportunities, that we will be able to negotiate or finance such activities or that such activities, if undertaken, will
be successful.
Our ability to execute strategic activities and new business initiatives successfully will depend on a variety of factors. These
factors likely will vary based on the nature of the activity but may include our success in integrating an acquired company or a
new internally-developed growth initiative into our business, operations, services, products, personnel and systems, operating
effectively with any partner with whom we elect to do business, meeting applicable regulatory requirements and obtaining
applicable regulatory licenses or other approvals, hiring or retaining key employees, achieving anticipated synergies, meeting
management's expectations, actually realizing the anticipated benefits of the activities, and overall general market conditions.
Our ability to address these matters successfully cannot be assured. In addition, our strategic efforts may divert resources or
management's attention from ongoing business operations and may subject us to additional regulatory scrutiny and potential
liability. If we do not successfully execute a strategic undertaking, it could adversely affect our business, financial condition,
results of operations, reputation or growth prospects. In addition, if we were to conclude that the value of an acquired business
had decreased and that the related goodwill had been impaired, that conclusion would result in an impairment of goodwill
charge to us, which would adversely affect our results of operations.
In addition, in order to finance future strategic undertakings, we might require additional financing, which might not be
available on terms favorable to us, or at all. If obtained, equity financing could be dilutive and the incurrence of debt and
contingent liabilities could have a material adverse effect on our business, results of operations or financial condition.
Our investments in financial technology companies and initiatives, including our investment in Apiture and the activities of
our subsidiary Canapi Advisors, subject us to material financial, reputational and strategic risks.
Our investments in various financial technology companies have had a significant impact on our results of operations, and we
anticipate they will continue to have a significant impact on our results of operations in the future. Investments where we have
the ability to exercise significant influence but not control over the operating and financial policies of the investee are
accounted for using the equity method of accounting. For investments accounted for under the equity method, we increase or
decrease our investment by our proportionate share of the investee’s net income or loss. Those investments where we are not
able to exercise significant influence over the investee are accounted for under ASC 321, Investments – Equity Securities,
where changes in fair value resulting from observable price changes arising from orderly transactions are recognized in net
income. We also periodically evaluate our investments for impairment. The results of this testing of our investments for
potential impairment may be adversely affected by a variety of factors, including market conditions, general economic
conditions and unfavorable changes in the businesses underlying the investments. Impairments or write-downs of these assets
may result in charges that adversely affect our results of operations. See Note 1. Organization and Summary of Significant
Accounting Policies under the subheading entitled “Investments” for more information.
Any earnings from our financial technology investments can be volatile and difficult to predict. Furthermore, we invest in
many of these financial technology companies for strategic purposes. Where we are a minority shareholder, we may be unable
to influence the activities of these organizations which could have an adverse impact on our ability to execute our strategic
initiatives and successfully develop and implement the banking platform we are developing with these and other partners.
As of December 31, 2021, the carrying amount of our investment in Apiture was $52.3 million. Apiture's future success will
depend on its ability to develop, sell and deliver new or enhanced solutions to financial institution clients; however, these
solutions and related services may not be attractive to existing or prospective clients. In addition, promoting, selling and
delivering these new and enhanced solutions may require increasingly costly sales, marketing and implementation efforts. We
also anticipate that Apiture will face challenges from its current competitors, which in many cases are more established and
enjoy greater resources than it does, as well as by new entrants into the industry. If Apiture is not able to successfully execute
its business plan, then the value of our investment in Apiture could decrease, which could have a material adverse effect on our
business, financial condition and results of operations. Apiture’s digital banking solution requires sophisticated software and
computing systems that may encounter development delays or software defects. Defects in Apiture’s software offerings or
delays in the development of such software could result in unforeseen costs, diversion of technical and other resources, loss of
credibility with existing and potential clients or reputational harm, any of which could materially adversely affect our business,
results of operations and financial condition.
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Our subsidiary Canapi Advisors is an investment advisor to Canapi Ventures, a series of funds focused on providing venture
capital to new and emerging financial technology companies. Canapi Ventures invests in early to growth-stage companies that
may include companies that utilize advanced science, technology, engineering and/or mathematics to innovate in the financial
technology market. Investments in these companies involve a high degree of business and financial risk that can result in
substantial losses. These companies may be unseasoned, unprofitable or have no established operating histories or earnings and
may lack technical, marketing, financial and other resources. These companies often have the need for substantial additional
capital to support expansion or to achieve or maintain a competitive position. Less established companies tend to have lower
capitalization and fewer resources and, therefore, are often more vulnerable to financial failure. These companies may be
dependent upon the success of one product or service, a unique distribution channel, or the effectiveness of a manager or
management team. The failure of this one product, service or distribution channel, or the loss or ineffectiveness of a key
executive or executives within the management team may have a materially adverse impact on such companies. Such
companies may face intense competition, including competition from companies with greater financial resources, more
extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and
technical personnel. If Canapi Advisors is unable to successfully identify investment opportunities, it will likely lose the capital
that it invests on behalf of the fund’s investors, including the capital that we invest, and will not generate any carried interest for
the benefit of the Company, which would have a materially adverse effect on our results of operations, our reputation and our
ability to raise successive funds for similar purposes.
Many of the financial technology companies in which we invest directly present risks similar to those in which Canapi Ventures
invests. The possibility that the companies in which we and Canapi Ventures invest will not be able to commercialize their
technology or product concept presents significant risk to our business operations and financial results. These companies tend
to lack management depth, to have limited or no history of operations and to not have attained profitability. Additionally,
although some of these companies may already have a commercially successful product or product line at the time of
investment, technology products and services often have a more limited market or life span than products in other industries.
Thus, the ultimate success of these companies may depend on their ability to continually innovate in increasingly competitive
markets. Most of the companies in which we and Canapi Ventures invest will require substantial additional equity financing to
satisfy their continuing growth and working capital requirements. Each round of venture financing is typically intended to
provide a company with enough capital to reach the next stage of development. The circumstances or market conditions under
which such companies will seek additional capital is unpredictable. It is possible that one or more of such companies will not be
able to raise additional financing or may be able to do so only at a price or on terms which are unfavorable.
Our investments in other companies may be illiquid.
The equity securities of the companies in which we and Canapi Ventures invest are at the time of acquisition unmarketable and
illiquid, and there can be no assurance that a ready market for these securities will ever exist. Such securities generally cannot
be sold publicly without prior agreement with the issuer to register the securities under the Securities Act or by selling such
securities under Rule 144 or other provisions of the Securities Act which permit only limited sales under specified conditions.
We generally will realize the value of such securities only if the issuer is able to make an initial public offering of its shares or
enters into a business combination with another company which purchases our equity securities or exchanges them for publicly
traded securities of the acquirer. The feasibility of such transactions depends upon the company's financial results as well as
general economic and equity market conditions. Furthermore, even if the equity securities owned become publicly traded, our
ability to sell such securities may be limited by the lack of or limited nature of a trading market for such securities. There can be
no assurance that the value at which we carry these assets will necessarily reflect the amount which could be realized upon a
sale or other liquidity event.
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Our investments and/or financings in certain tax-advantaged projects may not generate returns as anticipated and may have
an adverse impact on our financial results.
We invest in and/or finance certain tax-advantaged projects promoting renewable energy sources. Our investments in these
projects are designed to generate a return primarily through the realization of federal and state income tax credits, and other tax
benefits, over specified time periods. We utilize an investment tax credit for the installation of certain solar power facilities. We
are subject to the risk that previously recorded tax credits, which remain subject to recapture by taxing authorities based on
compliance features required to be met at the project level, will fail to meet certain government compliance requirements and
will not be able to be fully realized. The possible inability to realize these tax credits and other tax benefits can have a negative
impact on our financial results. The risk of not being able to realize the tax credits and other tax benefits depends on many
factors outside of our control, including changes in the applicable provisions of the tax code and the ability of the projects to be
completed and properly managed. In addition, we make loans through the REAP of the USDA, which provides guaranteed loan
financing and grant funding to agricultural producers and rural small businesses for renewable energy systems or to make
energy-efficient improvements. Any changes to applicable provisions of the tax code or other developments could adversely
impact demand for these loans even where we are not utilizing an investment tax credit.
Our loan portfolio may be affected by deterioration in real estate markets, including declines in the performance of loans.
Deterioration in real estate markets could result in declining prices and excess inventories. As a result, developers may
experience financial deterioration and banking institutions may experience declines in the performance of construction,
development and commercial loans. We make credit and reserve decisions based on the current conditions of borrowers or
projects combined with our expectations for the future. If conditions are worse than forecast, we could experience higher
charge-offs and delinquencies than is provided in the ACL on loans and leases, which could materially adversely affect our
business, results of operations and financial condition.
Deterioration in the commercial soundness of our counterparties could adversely affect us.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of
other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other
relationships, and we routinely execute transactions with counterparties in the financial industry. As a result, defaults by, or
even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could
create a market-wide liquidity crisis and could lead to losses or defaults by us or by other institutions. The deterioration or
failure of our counterparties would have a material adverse effect on our business, results of operations and financial condition.
We have different lending risks than larger, more diversified banks.
Our ability to diversify our economic risks is limited. We lend primarily to small businesses in selected industries, which may
expose us to greater lending risks than those of banks lending to larger, better-capitalized businesses with longer operating
histories. Small businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger
entities and may have limited operating histories. If economic conditions negatively impact the verticals in which we operate,
our business, results of operations and financial condition may be adversely affected.
We attempt to manage our credit exposure through careful monitoring of loan applicants and through loan approval and review
procedures. We have established an evaluation process designed to determine the adequacy of our ACL on loans and
leases. While this evaluation process uses historical and other objective information, the classification of loans and the
establishment of loan losses is an estimate based on experience, judgment and expectations regarding our borrowers, and the
economies in which we and our borrowers operate, as well as the judgment of our regulators. This is an inherently uncertain
process, and our loan loss reserves may not be sufficient to absorb future loan losses or prevent a material adverse effect on our
business, results of operations and financial condition.
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Insiders have substantial control over us, and this control may limit our shareholders’ ability to influence corporate matters
and may delay or prevent a third party from acquiring control over us.
As of January 31, 2022, our directors and executive officers and their related entities own, in the aggregate, approximately
25.5% of our outstanding common stock. The significant concentration of stock ownership may adversely affect the trading
price of our common stock due to investors’ perception that conflicts of interest may exist or arise. In addition, these
shareholders will be able to exercise influence over all matters requiring shareholder approval, including the election of
directors and approval of corporate transactions, such as a merger or other sale of our company or its assets. This concentration
of ownership could limit the ability of other shareholders to influence corporate matters and may have the effect of delaying or
preventing a change in control, including a merger, consolidation or other business combination involving us, or discouraging a
potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would
benefit our other shareholders. For information regarding the ownership of our outstanding stock by our executive officers and
directors and related entities, see “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters” in this Report.
Risks Related to Our Regulatory Environment
We are subject to extensive regulation that could limit or restrict our activities.
We operate in a highly regulated industry and are subject to examination, supervision, and comprehensive regulation by various
federal and state regulatory agencies. Our compliance with these regulations is costly and restricts certain of our activities,
including the declaration and payment of cash dividends to shareholders, mergers and acquisitions, investments, loans and
interest rates charged, interest rates paid on deposits, and locations of offices. We are also subject to capitalization guidelines
established by our regulators, which require us to maintain adequate capital to support our growth and operations. See
“Supervision and Regulation” above for more information on the federal and state laws, rules and regulations that apply to our
business activities. Should we fail to comply with these regulatory requirements, federal and state regulators could impose
additional restrictions on the activities of the Company and the Bank, which could materially and adversely affect our business,
results of operations and financial condition.
The laws and regulations applicable to the banking industry have changed in recent years and may continue to change, and we
cannot predict the effects of these changes on our business and profitability. Because government regulation greatly affects the
business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely
affect our business, results of operations and financial condition.
Our financial condition and results of operations are affected by credit policies of monetary authorities, particularly the Federal
Reserve. Actions by monetary and fiscal authorities, including the Federal Reserve, could have an adverse effect on our deposit
levels, loan demand, or business and earnings, as well as the value of our common stock.
We are required to maintain capital to meet regulatory requirements, and, if we fail to maintain sufficient capital, whether
due to growth opportunities, losses or an inability to raise additional capital or otherwise, our financial condition, liquidity
and results of operations, as well as our compliance with regulatory requirements, would be adversely affected.
Both we and the Bank are required to meet regulatory capital requirements and otherwise need to maintain sufficient liquidity
to support recent and future growth. We have continued to experience considerable growth recently. Asset growth,
diversification of our business, expansion of our financial product offerings and other changes in our asset mix continue to
require higher levels of capital. Our ability to raise additional capital, when and if needed in the future, to meet such regulatory
capital requirements and liquidity needs will depend on conditions in the capital markets, general economic conditions, the
performance and prospects of our business and a number of other factors, many of which are outside of our control. We cannot
assure you that we will be able to raise additional capital if needed or raise additional capital on terms acceptable to us. If we
fail to meet these capital and other regulatory requirements, our financial condition, liquidity and results of operations could be
materially and adversely affected.
Although we comply with all current applicable capital requirements, we may be subject to more stringent regulatory capital
requirements in the future, and we may need additional capital in order to meet those requirements. If we or the Bank fail to
meet applicable minimum capital requirements or cease to be well capitalized, such failure would cause us and the Bank to be
subject to regulatory restrictions and could adversely affect customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to pay dividends on common stock and/or repurchase shares, our ability to make acquisitions,
and our business, results of operations and financial condition, generally.
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Our deposit operations are subject to extensive regulation, and we expect additional regulatory requirements to be
implemented in the future.
We are subject to significant anti-money laundering, “know your customer” and other regulations under applicable law,
including the Bank Secrecy Act and the USA PATRIOT Act, and we could become subject in the future to additional regulatory
requirements beyond those that are currently adopted, proposed or contemplated. We expect that federal and state bank
regulators will increase their oversight, inspection and investigatory role over our deposit operations and the financial services
industry generally. Furthermore, we intend to increase our deposit product offerings and grow our customer deposit portfolio in
the future and, as a result, we are, and will continue to be, subject to heightened compliance and operating costs that could
adversely affect our business, results of operations and financial condition. In addition, legal and regulatory proceedings and
other contingencies will arise from time to time that may have an adverse effect on our business practices and results of
operations.
Our FDIC deposit insurance premiums and assessments may increase.
The deposits of our Bank are insured by the FDIC up to legal limits and, accordingly, subject our Bank to the payment of FDIC
deposit insurance assessments. The Bank’s regular assessments are based on its average consolidated total assets minus average
tangible equity as well as by risk classification, which includes regulatory capital levels and the level of supervisory concern. In
order to maintain a strong funding position and restore the reserve ratios of the DIF, the FDIC has, in the past, increased deposit
insurance assessment rates and charged a special assessment to all FDIC-insured financial institutions. Further increases in
assessment rates or special assessments may occur in the future, especially if there are significant financial institution failures.
Any future special assessments, increases in assessment rates or required prepayments in FDIC insurance premiums could
reduce our profitability or limit our ability to pursue certain business opportunities, which could have an adverse effect on our
business, financial condition and results of operations.
Risks Related to Our Common Stock
The low trading volume in our common stock may adversely affect your ability to resell shares at prices that you find
attractive or at all.
Our common stock is listed for quotation on NASDAQ under the ticker symbol “LOB”. The average daily trading volume for
our common stock is less than that of larger financial institutions. Due to its relatively low trading volume, sales of our common
stock may place significant downward pressure on the market price of our common stock. Furthermore, it may be difficult for
holders to resell their shares at prices they find attractive, or at all.
Future sales of shares of our common stock by existing shareholders could depress the market price of our common stock.
Live Oak Bancshares, Inc. had 43,637,585 shares of common stock outstanding at January 31, 2022. In addition, as of January
31, 2022, there were outstanding options to purchase 1,042,452 shares of our common stock that, if exercised, will result in
these additional shares becoming available for sale. Also, as of January 31, 2022, there were 1,901,335 outstanding restricted
stock units that vest over time that, when vested, will result in additional shares becoming available for sale. A large portion of
these shares, options and restricted stock units are held by a small number of persons. Sales by these shareholders or option and
restricted stock unit holders of a substantial number of shares could significantly reduce the market price of our common stock.
There can be no assurance that we will continue to pay cash dividends.
Although we have historically paid cash dividends, there is no assurance that we will continue to pay cash dividends. Future
payment of cash dividends, if any, will be at the discretion of our board of directors and will be dependent upon our financial
condition, results of operations, capital requirements, economic conditions, and such other factors as the board may deem
relevant.
Live Oak Bancshares, Inc. is subject to extensive regulation, and ownership of our common stock may have regulatory
implications for its holders.
The Company is subject to extensive federal and state banking laws, including the BHCA and federal and state banking
regulations, that impact the rights and obligations of owners of our common stock, including, for example, its ability to declare
and pay dividends on its common stock.
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Shares of Live Oak Bancshares, Inc.’s common stock are voting securities for purposes of the BHCA. The BHCA generally
requires regulatory approval before any individual or company may acquire 25% or more of any class of Live Oak Bancshares
Inc.’s common stock, and such regulatory approval may be required under certain circumstances if a person, company or group
acting in concert acquires 10% or more, but less than 25% of Live Oak Bancshares Inc.’s common stock. Holders of our
common stock should consult their own counsel with regard to regulatory implications.
Anti-takeover provisions could adversely affect Live Oak Bancshares, Inc. shareholders.
In some cases, shareholders would receive a premium for their shares if Live Oak Bancshares Inc. were acquired by another
company. However, state and federal law and Live Oak Bancshares Inc.’s articles of incorporation and bylaws make it difficult
for anyone to acquire the Company without approval of the Live Oak Bancshares Inc.’s board of directors. For example, Live
Oak Bancshares Inc.’s articles of incorporation require a supermajority vote of two-thirds of our outstanding common stock in
order to effect a sale or merger of the Company in certain circumstances. Consequently, a takeover attempt may prove difficult,
and shareholders may not realize the highest possible price for their securities.
Shares of Live Oak Bancshares, Inc.’s common stock are not insured deposits and may lose value.
Shares of Live Oak Bancshares, Inc.’s common stock are not savings accounts, deposits or other obligations of any depository
institution and are not insured or guaranteed by the FDIC or any other governmental agency or instrumentality, any other
deposit insurance fund or by any other public or private entity. An investment in our common stock is inherently risky for the
reasons described in this “Risk Factors” section. As a result, if you acquire shares of our common stock, you may lose some or
all of your investment.
General Risk Factors
We face strong competition from a diverse group of competitors.
The banking business is highly competitive, and we experience strong competition from many other financial institutions,
including some of the largest commercial banks headquartered in the country, as well as other federally and state chartered
financial institutions such as community banks and credit unions, finance and business development companies, commercial
and consumer finance companies, peer-to-peer and marketplace lenders, securities brokerage firms, insurance companies,
money market and mutual funds and other non-bank lenders.
We compete with these institutions both in attracting deposits and in making loans, primarily on the basis of the interest rates
we pay and yield on these products. We also compete with these institutions in our other business lines, including wealth
management. Many of our competitors are well-established, much larger financial institutions. While we believe we can
successfully compete with these other lenders in our industry verticals, we may face a competitive disadvantage as a result of
our smaller size. Furthermore, nothing would prevent our competitors from developing or licensing a technology-based
platform similar to the technology-based platform we currently use in our business. In addition, many of our non-bank
competitors have fewer regulatory constraints and may have lower cost structures. We expect competition to continue to
intensify due to financial institution consolidation, legislative, regulatory and technological changes, and the emergence of
alternative banking sources.
Our ability to compete successfully will depend on a number of factors, including, among other things:
• our ability to build and maintain long-term customer relationships while ensuring high ethical standards and safe and
sound banking practices;
•
•
•
the scope, relevance and pricing of products and services that we offer;
customer satisfaction with our products and services;
industry and general economic trends; and
• our ability to keep pace with technological advances and to invest in new technology.
Increased competition could require us to increase the rates we pay on deposits or lower the rates we offer on loans, which
could reduce our profitability. Our failure to compete effectively in our primary markets could cause us to lose market share and
could have a material adverse effect our business, results of operations and financial condition.
33
We rely heavily on our management team and depend on our ability to attract and retain key personnel, and the unexpected
loss of any of those personnel could adversely affect our operations.
We are a customer-focused and relationship-driven organization. We expect our future growth to be driven in a large part by the
relationships maintained with our customers and partners by our chief executive officer, president, and other senior officers.
The unexpected loss of any of our key employees could have an adverse effect on our business, results of operations and
financial condition. The implementation of our business strategy will also require us to continue to attract, hire, motivate and
retain skilled personnel to develop new customer relationships as well as new financial products and services. We are not party
to non-compete or non-solicitation agreements with any of our officers or employees. The market for qualified employees in the
businesses in which we operate is competitive, and we may not be successful in attracting, hiring or retaining key personnel.
Our inability to attract, hire or retain key personnel could have a material adverse effect on our business, results of operations
and financial condition.
Our risk management framework may not be effective in mitigating risks and/or losses to us.
We have implemented a risk management framework to manage our risk exposure. This framework is comprised of various
processes, systems and strategies, and is designed to manage the types of risk to which we are subject, including, among others,
credit, market, liquidity, interest rate and compliance risks. Our framework also includes financial and other modeling
methodologies which involve management assumptions and judgment. Our risk management framework may not be effective
under all circumstances and it may fail to adequately identify or mitigate risk or loss to us. If our framework is not effective, we
could suffer unexpected losses and be subject to potentially adverse regulatory consequences, and our business, results of
operations and financial condition could be materially and adversely affected.
Hurricanes or other adverse weather events could disrupt our operations, which could have an adverse effect on our
business or results of operations.
North Carolina’s coastal region is affected, from time to time, by adverse weather events, particularly hurricanes, the nature and
severity of which may be impacted by climate change. We cannot predict whether, or to what extent, damage caused by future
hurricanes or other weather events will affect our operations. Weather events could cause a disruption in our day-to-day
business activities and could have a material adverse effect on our business, results of operations and financial condition.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report
our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting which
would harm our business and the trading price of our securities.
If we identify material weaknesses in our internal control over financial reporting or are otherwise required to restate our
financial statements, we could be required to implement expensive and time-consuming remedial measures and could lose
investor confidence in the accuracy and completeness of our financial reports. We may also face regulatory enforcement or
other actions, including the potential delisting of our securities from NASDAQ. This could have a material adverse effect on
our business, financial condition and results of operations, and could subject us to litigation.
Changes in accounting standards and management’s selection of accounting methods, including assumptions and estimates,
could materially impact our financial statements.
From time to time, the SEC and the Financial Accounting Standards Board (“FASB”) update accounting principles generally
accepted in the United States (“GAAP”) that govern the preparation of our financial statements. In addition, the FASB, SEC,
bank regulators and the outside independent auditors may revise their previous interpretations regarding existing accounting
regulations and the application of these accounting standards. These changes can be hard to predict and can materially impact
how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new
or revised standard retroactively, resulting in changes to previously reported financial results, or a cumulative charge to retained
earnings. In addition, management is required to use certain assumptions and estimates in preparing our financial statements,
including determining the fair value of certain assets and liabilities, among other items. If the assumptions or estimates are
incorrect, we may experience unexpected material adverse consequences that could negatively affect our business, results of
operations and financial condition.
34
Our business reputation is important and any damage to it could have a material adverse effect on our business.
Our reputation is very important to sustain our business, as we rely on our relationships with our current, former and potential
customers, our technology and other strategic partners, our shareholders, and the industries that we serve. Any damage to our
reputation, whether arising from legal, regulatory, supervisory or enforcement actions, matters affecting our financial reporting
or compliance with SEC and exchange listing requirements, negative publicity, the conduct of our business or otherwise could
have a material adverse effect on our business, results of operations and financial condition.
35
Item 1B.
UNRESOLVED STAFF COMMENTS
There were no unresolved comments received from the SEC regarding the Company’s periodic or current reports.
Item 2. PROPERTIES
The following table sets forth the location of the Company’s main offices, as well as additional administrative offices and
certain information relating to the facilities.
Office
Main Offices
Atlanta, GA Office
Santa Rosa, CA Office
Roseville, CA Office
Wilmington Flight
Operations
Washington, DC Office
Raleigh, NC Office
Rocky Mount, NC Office
Wilmington, NC Office
Address
1741 Tiburon Dr
1757 Tiburon Dr
1805 Tiburon Dr
1811 Tiburon Dr
3060 Peachtree Rd
Ste. 1220
100 B St
Ste. 100
1223 Pleasant Grove Blvd
Ste. 120
1890 Trask Dr
2099 Pennsylvania Ave,
NW
1017 Main Campus Dr,
Ste. 3200
210 Bryant St,
Ste. A
106 Market Street,
Ste. 200
Year Opened
2013
2015
2019
2019
2010
2015
2016
2017
2017
2019
2020
2021
Approximate
Square
Footage
36,000
55,000
80,972
24,329
4,455
Owned or
Leased
Owned
Operating
Segment
Banking
Fintech
Leased
Banking
2,386
Leased
Banking
1,416
Leased
Banking
25,500
Owned
3,698
Leased
Banking
Fintech
Banking
3,889
1,698
5,110
Leased
Banking
Leased
Banking
Leased
Banking
The Company believes that its properties are maintained in good operating condition and are suitable and adequate for its
operational needs.
Item 3. LEGAL PROCEEDINGS
In the ordinary course of operations, the Company is at times involved in legal proceedings. In the opinion of management, as
of December 31, 2021, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a
party or of which any of their property is the subject. In addition, the Company is not aware of any threatened litigation,
unasserted claims or assessments that could have a material adverse effect on its business, operating results or financial
condition.
On March 12, 2021, a purported class action was filed against the Company in the United States District Court for the Eastern
District of North Carolina, Joseph McAlear, individually and on behalf of all others similarly situated v. Live Oak Bancshares,
Inc. et al. The complaint alleges the existence of an agreement between the Company, nCino, Inc. and Apiture, LLC in which
those companies purportedly sought to restrain the mobility of employees in violation of antitrust laws by agreeing not to solicit
or hire each other’s employees. The complaint alleges violations of Section 1 of the federal Sherman Act (15 U.S.C. § 1) and
violations of Sections 75-1 and 75-2 of the North Carolina General Statutes. The plaintiff seeks monetary damages, including
treble damages, entitlement to restitution, disgorgement, attorneys’ fees, and pre- and post-judgment interest. On October 12,
2021, the Company reached an agreement to settle the case with a proposed class of all persons (with certain exclusions)
employed by the Company or its wholly owned subsidiary, Live Oak Banking Company, Apiture, Inc. or nCino, Inc. in North
Carolina at any time from January 27, 2017, through March 31, 2021. In the agreement, the Company agreed to pay $3.9
million. On October 13, 2021, the plaintiff filed a motion for preliminary approval of the settlement, and the court granted such
preliminary approval by order entered on November 23, 2021. The court has set a hearing for April 25, 2022, at which final
approval of the settlement will be considered.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
36
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Bancshares’ voting common stock is traded on the NASDAQ Global Select Market under the symbol “LOB.” Quotations of the
sales volume and the closing sales prices of the voting common stock of Bancshares are listed daily in the NASDAQ Global
Select Market’s listings. Bancshares’ non-voting common stock is not listed for trading on any exchange.
Holders
As of January 31, 2022, there were 43,637,585 voting shares outstanding and 233 holders of record for Bancshares’ common
stock.
Dividend Policy
The timing and amount of cash dividends paid depends on Bancshares’ earnings, capital requirements, financial condition and
other relevant factors. Although Bancshares has historically paid quarterly cash dividends to its shareholders in the past, and
currently expects to pay comparable quarterly cash dividends in the future, shareholders are not entitled to receive dividends.
Downturns in domestic and global economies and other factors could cause Bancshares board of directors to consider, among
other things, the elimination of or reduction in the amount and/or frequency of cash dividends paid on Bancshares’ common
stock. See “Supervision and Regulation” under Item 1 of this Report for more information on restrictions on Bancshares’
ability to declare and pay dividends. Bancshares can offer no assurance that the board of directors will continue to declare or
pay cash dividends in any future period.
Recent Sales of Unregistered Securities
None.
Securities Authorized for Issuance under Equity Compensation Plans
See Item 12 of this report for disclosure regarding securities authorized for issuance under equity compensation plans required
by Item 201(d) of Regulation S-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Stock Performance Graph
The stock performance graph required by Item 201(e) of Regulation S-K is incorporated into this Report by reference from
Bancshares annual report to shareholders for the year ended December 31, 2021, which will be posted on the Company’s
website subsequent to the date of this Report. The stock performance graph shall not be deemed to be “filed” for purposes of
Section 18 of the Exchange Act, nor shall it be deemed to be “soliciting material” subject to Regulation 14A or incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item 6. [RESERVED]
37
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
The following presents management’s discussion and analysis (“MD&A”) of the more significant factors that affected the
Company's financial condition and results of operations for the year ended December 31, 2021 as compared to December 31,
2020. For a comparison of 2020 results to 2019 and other 2019 information not included herein, refer to “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” under Part II, Item 7 of our 2020 Form 10-K filed
with the SEC on February 25, 2021. This discussion should be read in conjunction with the financial statements and related
notes included elsewhere in this Annual Report on Form 10-K. Results of operations for the periods included in this review are
not necessarily indicative of results to be obtained during any future period.
Dollar amounts in tables are stated in thousands, except for per share amounts.
Nature of Operations
Live Oak Bancshares, Inc. (collectively with its subsidiaries including Live Oak Banking Company, the “Company”) is a
financial holding company and a bank holding company headquartered in Wilmington, North Carolina, incorporated under the
laws of North Carolina in December 2008. The Company conducts business operations primarily through its commercial bank
subsidiary, Live Oak Banking Company (the “Bank”). The Bank was incorporated in February 2008 as a North Carolina-
chartered commercial bank. The Bank specializes in providing lending and deposit related services to small businesses
nationwide. The Bank identifies and extends lending to credit-worthy borrowers both within specific industries, also called
verticals, through expertise within those industries, and more broadly to select borrowers outside of those industries. A
significant portion of the loans originated by the Bank are guaranteed by the U.S. Small Business Administration (“SBA”)
under the 7(a) Loan program and the U.S. Department of Agriculture (“USDA”) Rural Energy for America Program (“REAP”),
Water and Environmental Program (“WEP”) and Business & Industry (“B&I”) loan programs.
The Company’s wholly owned subsidiaries are the Bank, Government Loan Solutions (“GLS”), Live Oak Grove, LLC
(“Grove”), Live Oak Ventures, Inc. (“Live Oak Ventures”), and Canapi Advisors, LLC (“Canapi Advisors”). 504 Fund
Advisors, LLC (“504FA”) was a wholly owned subsidiary of the Company until 2019, when 504FA exited as the advisor to
The 504 Fund, and the Company dissolved this legal entity.
The Bank’s wholly owned subsidiaries are Live Oak Number One, Inc., Live Oak Clean Energy Financing LLC (“LOCEF”),
and Live Oak Private Wealth, LLC. Live Oak Number One, Inc. holds properties foreclosed on by the Bank. LOCEF provides
financing to entities for renewable energy applications and became a wholly owned subsidiary of the Bank during the first
quarter of 2019. Live Oak Private Wealth, LLC and its wholly owned subsidiary, Jolley Asset Management, LLC (“JAM”),
provide high-net-worth individuals and families with strategic wealth and investment management services.
GLS is a management and technology consulting firm that advises and offers solutions and services to participants in the
government guaranteed lending sector. GLS primarily provides services in connection with the settlement, accounting, and
securitization processes for government guaranteed loans, including loans originated under the SBA 7(a) loan programs and
USDA guaranteed loans. The Grove provides Company employees and business visitors an on-site restaurant location. Live
Oak Ventures’ purpose is investing in businesses that align with the Company's strategic initiative to be a leader in financial
technology. Canapi Advisors provides investment advisory services to a series of funds (the “Canapi Funds”) focused on
providing venture capital to new and emerging financial technology companies.
The Company generates revenue primarily from net interest income and secondarily through origination and sale of
government guaranteed loans. Income from the retention of loans is comprised principally of interest income. The Company
had historically elected to account for certain loans under the fair value option with interest reported in interest income and
changes in fair value reported in the net gain (loss) on loans accounted for under the fair value option line item of the
consolidated statements of income. During the first quarter of 2021, the Company chose not to elect fair value for all retained
participating interests arising from new government guaranteed loan sales. Income from the sale of loans is comprised of loan
servicing revenue and revaluation of related servicing assets along with net gains on sales of loans. Offsetting these revenues
are the cost of funding sources, provision for loan and lease credit losses, any costs related to foreclosed assets and other
operating costs such as salaries and employee benefits, travel, professional services, advertising and marketing and tax
expense. The Company also has less routinely generated gains and losses arising from its financial technology investments in
its fintech segment, as discussed more fully later in this section under the caption “Results of Segment Operations.”
38
Recent Developments
The COVID-19 pandemic has caused complex and significant adverse impacts on certain areas of the economy, the banking
industry and the Company, all of which continue to be subject to a high degree of uncertainty. This uncertainty is magnified
with the continued risk of a resurgence of the virus and new variants, which have recently caused cases to increase in the United
States. Despite ongoing uncertainty, the economy continued to generally improve in 2021, resulting in positive impacts on the
Company’s allowance for credit losses (“ACL”) on loans and leases, loans carried at fair value, and net gains on sales of loans,
as discussed below in MD&A.
Relative to Paycheck Protection Program (“PPP”) loans, the Company ended 2021 with a total outstanding balance net of
deferred fees and costs of $261.9 million compared to $1.50 billion at December 31, 2020. During 2021, the Company
recognized a $15.5 million increase in interest income arising from PPP loan amortization of net deferred fees combined with
the 1% annualized interest rate leaving $6.5 million in net deferred fees remaining to be recognized into future interest income.
The Company’s corresponding Paycheck Protection Program Liquidity Facility (“PPPLF”) used to help provide financing for
the origination of PPP loans decreased from $1.53 billion at December 31, 2020 to $267.6 million at December 31,
2021. Borrowings under the PPPLF bear interest at a rate of 0.35%, and there are no fees paid by the Company.
Credit
In accordance with guidance from banking regulators, the Company has and continues to work with COVID-19 affected
borrowers to help defer their payments, interest, and fees. At December 31, 2021 the Company had $1.1 million in
unguaranteed loans and leases on payment deferral for borrowers impacted by the COVID-19 pandemic with $67 thousand in
accrued interest receivable. In addition, the Company had $76.9 million in unguaranteed loans on SBA payment assistance at
December 31, 2021. To date, almost all loans after expiration of assistance have returned to making regular payments.
In previous quarters of 2021, the Company has disclosed certain industries that have heightened levels of exposure as a result of
COVID-19. Specifically, management identified six verticals that were considered to be “at-risk” of significant COVID-19
impacts. These verticals are hotels, educational services, wine and craft beverage, quick service restaurants, entertainment
centers and fitness centers. Businesses within these six verticals have shown notable improvements throughout 2021. As of
December 31, 2021, these verticals contained two loans with an aggregate balance of $2.7 million, $676 thousand of which was
unguaranteed, still on payment deferral and 28 loans that continue to receive SBA payment subsidies with an aggregate balance
of $37.6 million, $9.4 million of which was unguaranteed. While 2021 reflected positive signs of emerging from at-risk status,
management continues to closely monitor these vulnerable verticals for signs of weakness.
The Company continues to work with customers directly affected by COVID-19 and is prepared to offer short-term assistance
in accordance with regulatory guidelines. As a result of the uncertain economic environment caused by COVID-19, the
Company continues to engage in more frequent communication with borrowers in an effort to better understand their situation
and the challenges faced as circumstances evolve, which the Company anticipates will enable it to respond proactively as needs
and issues arise.
39
Executive Summary
The table below sets forth selected consolidated financial data as of the dates or for the periods indicated.
As of and for the Year Ended December 31,
2020
2019
2021
Income Statement Data
Net income
Per Common Share
Net income, diluted
Dividends declared
Book value
Tangible book value (1)
Performance Ratios
Return on average assets
Return on average equity
Net interest margin
Efficiency ratio (1)
Noninterest income to total revenue
Dividend payout ratio
Selected Loan Metrics
Loans and leases originated
Outstanding balance of sold loans serviced:
Asset Quality Ratios
Allowance for credit losses to loans and leases held for
investment (2)
Net charge-offs (2)
Net charge-offs to average loans and leases held for
investment (2) (3)
Nonperforming loans and leases at historical cost (2) (4)
Unguaranteed
Guaranteed
Total
Unguaranteed nonperforming historical cost loans and
leases, to loans and leases held for investment (2) (4)
Nonperforming loans at fair value (5)
Unguaranteed
Guaranteed
Total
Unguaranteed nonperforming fair value loans to loans
held for investment (5)
Consolidated Capital Ratios
Common equity tier 1 capital (to risk-weighted assets)
Tier 1 leverage capital (to average assets)
$
166,995
$
59,543
$
18,034
$
$
3.71
0.12
16.39
16.31
2.03 %
25.58
3.86
50.55
35.06
3.10
$
1.43
0.12
13.38
13.28
0.85 %
10.49
3.03
69.10
30.17
8.20
0.44
0.12
13.20
13.20
0.42 %
3.46
3.67
81.25
30.99
26.67
$
4,480,725 $
3,298,828
4,450,198 $
3,205,623
2,001,886
2,970,607
$
$
$
1.30 %
3,932 $
1.21 %
15,265 $
1.57 %
1,410
0.08 %
0.44 %
0.10 %
15,987 $
26,546
42,533
20,078 $
26,032
46,110
7,224
14,713
21,937
0.33 %
0.46 %
0.40 %
4,791 $
33,471
38,262
5,387 $
30,112
35,499
6,700
43,039
49,739
0.74 %
0.66 %
0.81 %
12.38 %
8.87
12.15 %
8.40
14.90 %
10.65
(1) See "Non-GAAP Measures" presented at the conclusion of this Item 7 for more information and a reconciliation to the most
closely related GAAP measure.
(2) Loans and leases at historical cost only (excludes loans measured at fair value).
(3) Annual net charge-offs as a percentage of annual average loans and leases held for investment.
(4) The year ended December 31, 2020 excludes one $6.1 million hotel loan classified as held for sale.
(5) Loans accounted for under the fair value option only (excludes loans and leases carried at historical cost).
40
The following is a summary of the Company's financial highlights and events for 2021:
• Diluted earnings per share increased $2.28 or 159.9%, from $1.43 to $3.71, with key drivers of higher levels of
reported net income outlined more fully in the opening to the section titled “Results of Operations.”
• Total revenue, comprised of net interest income and total noninterest income, increased by $176.3 million, or 62.8%,
to $457.0 million in 2021, with $102.1 million related to higher levels of net interest income and $44.1 million related
to a gain arising from the Company’s investment in Greenlight Financial Technologies, Inc. (“Greenlight”).
•
Income tax expense increased $55.9 million, resulting in total income tax expense of $43.8 million for the year ended
December 31, 2021. This increase was largely the result of $163.4 million more in income before taxes in 2021
considered against higher levels of tax benefits in 2020 arising from both the vesting of restricted stock unit awards
with market price conditions and a tax benefit due to the enactment of the Coronavirus Aid, Relief, and Economic
Security Act (“CARES Act”) in 2020.
• Loan originations of $4.48 billion compared to $4.45 billion in 2020. Excluding PPP loans, total 2021 originations
were $3.93 billion, an increase of $1.25 billion, or 46.3%, compared to 2020.
• Loans and leases held for sale and investment increased by $317.4 million. Excluding PPP loans, total loans and
leases increased $1.55 billion, or 32.2%, to $6.38 billion at the end of 2021.
• Total nonperforming unguaranteed loans and leases as a percentage of total loans and leases held for investment
decreased from 0.46% at the end of 2020 to 0.33% at the end of 2021.
• Net charge-offs as a percentage of average held for investment loans and leases carried at historical cost, for the years
ended December 31, 2021 and 2020, were 0.08% and 0.44%, respectively.
• Provision for loan and lease credit losses decreased $25.4 million, or 62.6%, largely due to continued improvements in
economic forecasts.
• Total deposits rose by 24.5% to $7.11 billion at the end of 2021 driven by funding needs for significant loan
origination efforts during the year.
• Borrowings under PPPLF, decreased from $1.54 billion to $267.6 million.
Business Outlook
Below is a discussion of management’s current expectations regarding Company performance over the near-term based on
market conditions, the regulatory environment and business strategies as of the time the Company filed this Report. Actual
outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. See
“Important Note Regarding Forward-Looking Statements” in this Report for more information on forward-looking statements.
The Company's results for 2021 demonstrated a continuation of strong underlying financial performance and solid growth
momentum. Management continues to focus on building recurring revenue streams, promoting change within the financial
technology industry, and building out selected existing verticals while adding new verticals to the Company's business model.
Management anticipates that the Company's held-for-sale and held-for-investment loan portfolios will continue to grow as a
result of healthy origination volumes and higher levels of loan retention that are intended to promote long-term recurring
revenue and profitability, including the continued pursuit of potential opportunities in conventional lending outside of SBA or
other government guarantee programs.
Non-GAAP Financial Measures
Statements included in this management's discussion and analysis include non-GAAP financial measures and should be read
along with the accompanying tables, which provide a reconciliation of non-GAAP financial measures to GAAP financial
measures. The reconciliation of non-GAAP measures is presented at the conclusion of this Item 7.
41
Management believes that non-GAAP financial measures provide additional useful information that allows readers to evaluate
the ongoing performance of the Company without regard to certain transactional activities. Non-GAAP financial measures
should not be considered as an alternative to any measure of performance or financial condition as reported under GAAP, and
investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant
information when assessing the performance or financial condition of the Company. Non-GAAP financial measures have
limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the
Company's results or financial condition as reported under GAAP. Management’s non-GAAP measures are not necessarily
comparable to similar named measures represented by other companies, as they may be calculated differently.
Results of Operations
The Company reported net income of$167.0 million, or $3.71 per diluted share, for 2021 compared to $59.5 million, or $1.43
per diluted share, for 2020.
This increase in net income was primarily attributable to the following items:
•
Increase in net interest income of $102.1 million, or 52.4%, predominately driven by significant growth in total loan
and lease portfolios, which was accentuated by the origination of PPP loans;
• Equity security investments gains increased $29.8 million, or 200.2%, largely due to a $44.1 million gain related the
Company’s investment in Greenlight arising from an increase in the observable fair market value of the Company’s
investment through an arm’s length sale of a portion of its shares in the investee. The Company’s total gains in equity
security investments in 2020 was principally comprised of a $14.6 million gain, also arising from increased fair value
of Greenlight investments;
• A decrease in the provision for loan and lease credit losses of $25.4 million, or 62.6%;
• Net gains on sales of loans increased $17.8 million, or 36.0%;
• The net gain on the valuation adjustment for loans accounted for under the fair value option of $4.3 million, increasing
by $17.3 million, or 132.5%, from a net loss of $13.1 million in 2020; and
• A lower loss on equity method investments of $13.0 million, or 88.3%.
Other key factors partially offsetting the year-over-year increase in net income were composed of the following:
• An increase in noninterest expense of $38.3 million, or 19.9%, comprised principally of increased salaries and
employee benefits of $12.4 million, professional services of $8.8 million, data processing of $5.8 million, renewable
energy tax credit investment impairment of $3.2 million, loan related expenses of $2.7 million and travel related
expenses of $2.4 million; and
• An increase in income tax expense of $55.9 million. This increase was primarily due to the above discussed increase
in net income and a to a lesser degree the lower level of tax benefits arising from restricted stock unit award vesting in
2021 as compared to 2020.
42
Net Interest Income and Margin
Net interest income represents the difference between the income that the Company earns on interest-earning assets and the cost
of interest-bearing liabilities. The Company’s net interest income depends upon the volume of interest-earning assets and
interest-bearing liabilities and the interest rates that the Company earns or pays on them, respectively. Net interest income is
affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume
changes.” 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 “rate changes.” As a bank without a branch network, the Bank gathers deposits over
the Internet and in the community in which it is headquartered. Due to the nature of a branchless bank and the relatively low
overhead required for deposit gathering, the rates the Bank offers are generally above the industry average.
For 2021, net interest income increased $102.1 million, or 52.4%, to $296.8 million compared to $194.7 million for 2020. This
increase was principally due to the significant growth in the held for investment loan and lease portfolios reflecting the
Company's ongoing initiative to grow recurring revenue sources combined with lower costs of interest-bearing liabilities. This
increase over the prior year was further enhanced by the aforementioned revenue arising from PPP loans with a $15.5 million
increase in interest income arising from amortization of net deferred fees combined with a 1% annualized interest
rate. Accordingly, average interest-earning assets increased by $1.24 billion, or 19.4%, to $7.68 billion for 2021, compared to
$6.44 billion for 2020, while the yield on average interest-earning assets increased 22 basis points to 4.70%. The cost of funds
on interest-bearing liabilities for 2021 decreased 61 basis points to 0.87%, and the average balance of interest-bearing liabilities
increased by $1.10 billion, or 17.4%, over 2020. The increase in average interest-bearing liabilities was largely driven by
funding for significant loan originations and growth. As indicated in the rate/volume table below, increased interest-earning
asset volume and yields and greater levels of cost declines of interest-bearing liabilities outpaced the higher volume of interest-
bearing liabilities, resulting in increases to interest income of $72.8 million and decreases to interest expense of $29.3 million
for 2021 compared to 2020. For 2020 compared to 2021, the net interest margin increased from 3.03% to 3.86%, respectively,
due primarily to significant loan portfolio growth and the maturity of longer term deposits which are repricing at lower rates
combined with recognition of PPP related income, which is being accelerated with forgiveness efforts. As of December 31,
2021, the Company had $261.9 million in PPP loan balances on its books which includes $6.5 million in net deferred fees
remaining to be recognized into future interest income. The Company expects to recognize most of the remaining net deferred
fees for PPP loans in 2022.
In December 2021, the Federal Reserve released projections where the midpoint of the projected target range for the federal
funds rate would rise to 0.9% by the end of 2022, to 1.6% by the end of 2023 and to 2.1% by the end of 2024. These projections
imply approximately three 25 basis point increases in the federal funds rate in 2022, followed by three in 2023 and two in 2024.
There can be no assurance that any increases in the federal funds rate will occur, and if they do, the amount and timing of actual
increases are subject to change. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk for information
about the Company’s sensitivity to interest rates.
43
Average Balances and Yields. The following table presents information regarding average balances for assets and liabilities, the
total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amount of interest
expense on average interest-bearing liabilities, and the resulting average yields and costs. The yields and costs for the periods
indicated are derived by dividing the income or expense by the average balances for assets or liabilities, respectively, for the
periods presented. Loan fees are included in interest income on loans.
Interest-earning assets:
Interest-earning balances in
other banks
Federal funds sold
Investment securities
Loans held for sale
Loans and leases held for
investment(1)
Total interest-earning assets
Less: Allowance for credit losses
on loans and leases
Noninterest-earning assets
Total assets
Interest-bearing liabilities:
Interest-bearing checking
Savings
Money market accounts
Certificates of deposit
Total deposits
Other borrowings
Total interest-bearing liabilities
Noninterest-bearing deposits
Noninterest-bearing liabilities
Shareholders' equity
Total liabilities and
shareholders' equity
Net interest income and interest
rate spread
Net interest margin
Ratio of average interest-earning
assets to average interest-bearing
liabilities
2021
2020
2019
Average
Balance
Interest
Average
Yield/Rate
Average
Balance
Interest
Average
Yield/Rate
Average
Balance
Interest
Average
Yield/Rate
$ 407,474 $
18,714
920
22
797,426 12,533
1,111,216 60,044
0.23 % $ 453,260 $ 2,346
0.12
276
68,873
1.57 643,023 15,016
5.40 1,064,731 58,793
0.52 % $ 168,295 $ 3,734
0.40
1,065
49,036
2.34 533,364 15,345
5.52 864,442 58,018
2.22 %
2.17
2.88
6.71
5,350,055 287,694
7,684,885 361,213
5.38 4,206,539 211,977
4.70 6,436,426 288,408
5.04 2,203,251 149,818
4.48 3,818,388 227,980
6.80
5.97
(54,975 )
592,237
$ 8,222,147
(37,839 )
615,455
$ 7,014,042
(20,952 )
492,963
$ 4,290,399
76,714 $
442
$
3,077,933 16,667
103,078
300
3,181,591 42,331
6,439,316 59,740
4,688
1,007,596
7,446,912 64,428
77,104
45,424
652,707
0.58 % $ 318,667 $ 1,853
0.54 1,531,680 16,558
0.29
345
87,050
1.33 3,373,012 70,970
0.92 5,310,409 89,726
3,959
0.47 1,033,744
0.87 6,344,153 93,685
47,655
54,604
567,630
42 $
0
0.58 % $
1.08 1,013,177 20,598
0.40
561
86,175
2.10 2,585,367 66,738
1.67 3,684,761 87,897
1
0.38
1.48 3,685,956 87,898
49,510
33,481
521,452
1,195
1.07 %
2.03
0.65
2.58
2.35
0.08
2.38
$ 8,222,147
$ 7,014,042
$ 4,290,399
$ 296,785
3.83 %
3.86 %
$ 194,723
3.00 %
3.03 %
$ 140,082
3.59 %
3.67 %
103.20 %
101.45 %
103.59 %
(1) Average loan and lease balances include non-accruing loans and leases.
44
Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on net interest income. The rate
column shows the effects attributable to changes in rate (changes in rate multiplied by current period volume). The volume
column shows the effects attributable to changes in volume (changes in volume multiplied by prior period rate). The total
column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and
volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to
volume.
Interest income:
Interest-earning balances in other banks
Federal funds sold
Investment securities
Loans held for sale
Loans and leases held for investment
Total interest income
Interest expense:
Interest-bearing checking
Savings
Money market accounts
Certificates of deposit
Other borrowings
Total interest expense
Net interest income
Provision for Loan and Lease Credit Losses
2021 vs. 2020
Increase (Decrease) Due to
2020 vs. 2019
Increase (Decrease) Due to
Rate
Volume
Total
Rate
Volume
Total
$ (1,256 ) $
(124 )
(5,499 )
(1,288 )
(170 ) $ (1,426 ) $ (5,287 ) $ 3,899 $ (1,388 )
(789 )
255
(1,044 )
(130 )
(254 )
(329 )
2,858
(3,187 )
3,016
(2,483 )
775
1,251 (11,476 ) 12,251
2,539
16,159 59,558 75,717 (56,427 ) 118,586 62,159
7,992 64,813 72,805 (77,421 ) 137,849 60,428
(11 )
(1,411 )
(1 )
109 (12,113 )
(221 )
(45 )
(1,400 )
(12,435 ) 12,544
55
1,853
(4,040 )
(216 )
(100 )
4,232
(25,352 )
3,958
840
(37,058 )
5,787
$ 45,050 $ 57,012 $ 102,062 $ (50,870 ) $ 105,511 $ 54,641
1,854
8,073
5
(3,287 ) (28,639 ) (14,220 ) 18,452
3,954
(111 )
7,801 (29,257 ) (26,551 ) 32,338
729
4
The provision for loan and lease credit losses represents the amount necessary to be charged against the current period’s
earnings to maintain the allowance for credit losses (“ACL”) on loans and leases at a level that is appropriate in relation to the
estimated losses inherent in the loan and lease portfolio.
Losses inherent in loan relationships are mitigated if a portion of the loan is guaranteed by the SBA or USDA. A typical SBA
7(a) loan carries a 75% guarantee while USDA guarantees range from 50% to 90% depending on loan size, which serve to
reduce the risk profile of these loans. The Company believes that its focus on compliance with regulations and guidance from
the SBA and USDA are key factors to managing this risk.
For 2021, the provision for loan and lease credit losses was $15.2 million compared to $40.7 million in 2020, a decrease of
$25.4 million. The decrease in provision was primarily the result of continued improvement in forecasts related to employment
and default expectations combined with the effects of the below discussed performance metrics, partially offset by the impact of
growth in the Company’s loan and lease portfolios.
Loans and leases held for investment at historical cost were $4.88 billion as of December 31, 2021, an increase of $546.5
million, or 12.6%, compared to December 31, 2020. Excluding PPP loans and net unearned fees on those loans, the balance in
loans and leases held for investment at historical cost was $4.61 billion at December 31, 2021, an increase of $1.78 billion, or
63.0%, over December 31, 2020.
Net charge-offs for loans and leases carried at historical cost were $3.9 million, or 0.08% of average loans and leases held for
investment, carried at historical cost, for 2021, compared to net charge-offs of $15.3 million, or 0.44%, for 2020. The
decrease in net charge-offs for 2021 as compared to 2020 was principally the result of a third quarter of 2020 reclassification of
fifteen hotel loans from held for investment to held for sale totaling $81.2 million in net investment. This third quarter of 2020
reclassification resulted in a write down reflected in charge-offs of $9.8 million. Net charge-offs are a key element of historical
experience in the Company's estimation of the allowance for credit losses on loans and leases.
45
In addition, nonperforming loans and leases not guaranteed by the SBA or USDA, excluding $4.8 million and $5.4 million
accounted for under the fair value option at December 31, 2021 and 2020, respectively, totaled $16.0 million, which was 0.33%
of the held for investment loan and lease portfolio carried at historical cost at December, 31 2021, compared to $20.1 million,
or 0.46% of loans and leases held for investment carried at historical cost at December 31, 2020. Nonperforming loans and
leases carried at historical cost which are not guaranteed by the SBA or USDA were 0.35% and 0.71% of the historical cost
portion of the held for investment loan and lease portfolio, excluding PPP loans, at December 31, 2021 and 2020, respectively.
Noninterest Income
Noninterest income is principally comprised of net gains from the sale of SBA and USDA-guaranteed loans along with
servicing revenue and related revaluation of the servicing asset. Revenue from the sale of loans depends upon the volume,
maturity structure and rates of underlying loans as well as the pricing and availability of funds in the secondary markets
prevailing in the period between completed loan funding and closing of sale. In addition, the loan servicing revaluation is
significantly impacted by changes in market rates and other underlying assumptions such as prepayment speeds and default
rates. Net gain (loss) on loans accounted for under the fair value option is also significantly impacted by changes in market
rates, prepayment speeds and inherent credit risk. Other less common elements of noninterest income include less consistent
gains and losses on investments.
The following table shows the components of noninterest income and the dollar and percentage changes for the periods
presented.
Years Ended December 31,
2020
2021
2019
2020/2021 Increase
(Decrease)
Amount Percent
2019/2020 Increase
(Decrease)
Amount Percent
Noninterest income
Loan servicing revenue
Loan servicing asset revaluation
Net gains on sales of loans
Net gain (loss) on loans accounted for
under the fair value option
Equity method investments income
(loss)
Equity security investments gains
(losses), net
Gain on sale of investment securities
available-for-sale, net
Lease income
Management fee income
Other noninterest income
Total noninterest income
Years ended December 31, 2021 vs. 2020
$ 25,219 $ 26,600 $ 28,034 $ (1,381 )
(11,726 ) (9,958 ) (16,581 ) (1,768 ) (17.75 )
67,280 49,473 29,002 17,807 35.99
(5.19 )% $ (1,434 )
(5.12 )%
6,623 39.94
20,471 70.58
4,257 (13,083 ) 7,408 17,340 132.54
(20,491 ) (276.61 )
(1,716 ) (14,691 ) (7,889 ) 12,975 88.32
(6,802 ) (86.22 )
44,752 14,909 3,532 29,843 200.17
11,377 322.11
— 1,880
10,263 10,508 9,655
6,378 6,352 1,742
620 (1,880 ) (100.00 )
(2.33 )
(245 )
0.41
26
15,493 14,010 7,996 1,483 10.59
$ 160,200 $ 86,000 $ 63,519 $ 74,200 86.28 % $ 22,481 35.39 %
1,260 203.23
8.83
4,610 264.64
6,014 75.21
853
For 2021, noninterest income increased by $74.2 million, or 86.3%, compared to 2020. The increase from the prior year is
primarily the result of an increase in equity security gains of $29.8 million, principally the result of a second quarter 2021 gain
of $44.1 million associated with the Company’s investment in Greenlight as discussed above, a $17.8 million increase in net
gains on sales of loans, an increased net gain on loans accounted for under the fair value option of $17.3 million and a lower
loss on equity method investments of $13.0 million, or 88.3%. The lower loss on equity method investments was largely a
product of the Company’s pro rata portion of income tax expense amounting to $7.8 million recorded in 2020 arising from an
investee’s conversion from a partnership to a corporation combined with heightened levels of financial performance in 2021
from the Company’s investments in fintech oriented investment funds.
46
The tables below reflect loan and lease production, sales of guaranteed loans and the aggregate balance in guaranteed loans sold
that are being serviced. These components are key drivers of the Company's noninterest income.
Three months ended
December 31,
Three months ended
September 30,
Three months ended
June 30,
Three months ended
March 31,
2021
2020
2021
2020
2021
2020
2021
2020
Amount of loans and
leases originated
Guaranteed portions of
loans sold
Outstanding balance of
guaranteed loans sold (1)
$ 1,083,623 $ 808,010 $ 1,063,190 $ 966,499 $ 1,153,693 $ 2,175,055 $ 1,180,219 $ 500,634
198,954 110,588 201,903 114,731 130,858 154,980 136,747 162,297
2,756,915 2,819,625 2,731,031 2,878,664 2,694,931 2,840,429 2,843,963 2,761,015
Amount of loans and leases originated
Guaranteed portions of loans sold
Outstanding balance of guaranteed loans sold (1)
2020
2021
Years ended December 31,
2019
$ 4,480,725 $ 4,450,198 $ 2,001,886 $ 1,765,680 $ 1,934,238
668,462 542,596 340,374 945,178 787,926
2,756,915 2,819,625 2,746,480 3,045,460 2,680,641
2018
2017
(1) This represents the outstanding principal balance of guaranteed loans serviced, as of the last day of the applicable period,
which have been sold into the secondary market.
Changes in various components of noninterest income are discussed in more detail below.
Loan Servicing Revenue: While portions of the loans that the Bank originates are sold and generate gain on sale revenue,
servicing rights for those sold portions are retained by the Bank. In exchange for continuing to service sold loans, the Bank
receives fee income represented in loan servicing revenue equivalent to 1.0% of the outstanding balance of SBA loans sold and
0.40% of the outstanding balance of USDA loans sold. In addition, the standard cost (adequate compensation) for servicing sold
loans is approximately 0.40% of the balance of the loans sold, which is included in the loan servicing revaluation computations.
Unrecognized servicing revenue above (or below) the standard cost to service is reflected in a net servicing asset (or liability)
recorded on the consolidated balance sheets. Revenues associated with the servicing of loans are recognized over the expected
life of the loan through the income statement, and the servicing asset is reduced as this revenue is recognized. For 2021, loan
servicing revenue decreased $1.4 million, or 5.2%, to $25.2 million as compared to 2020 as a result of the declining balance of
the serviced portfolio. At December 31, 2021, the outstanding balance of guaranteed loans sold in the secondary market was
$2.76 billion compared to $2.82 billion at December 31, 2020.
Loan Servicing Revaluation: The Company revalues its serviced loan portfolio at least quarterly. The revaluation considers the
amortization of the portfolio, current market conditions for loan sale premiums, and current prepayment speeds. For 2021, there
was a negative loan servicing revaluation adjustment of $11.7 million compared to a negative adjustment of $10.0 million for
2020. The increase in the negative revaluation from 2020 to 2021 was primarily a result of amortization of the guaranteed
serviced loan portfolio combined with increased inventory levels in the market.
In consideration of the sensitivity of servicing rights as discussed above and in Note 5 to the accompanying audited
consolidated financial statements, the following table is provided to reflect the effect on fair value as of December 31, 2021 due
to hypothetical changes in yield curve rates.
Change in Yield Curve Assumption
+300 basis point
+200 basis point
+100 basis point
- 100 basis point
Incremental Increase (Decrease) in Value
($3,987)
(2,777)
(1,454)
1,606
47
Net Gains on Sales of Loans: For 2021, net gains on sales of loans increased $17.8 million, or 36.0%, compared to 2020. The
volume of guaranteed loans sold increased $125.9 million, or 23.2%, in 2021 to $668.5 million from $542.6 million in
2020. The average net gain on guaranteed loan sales increased from $85.1 thousand to $96.5 thousand, per million sold, in
2020 and 2021, respectively. With higher loan sale volume and higher premium levels in the secondary market in 2021
compared to 2020, the average net gain on guaranteed loan sales increased, largely as a result of improvement in market
premium levels which were magnified by stimulus associated with the SBA program which removed the ongoing guarantee fee,
typically paid by the purchaser, on loans originated under the Economic Aid Act. The magnitude of the increase in net gains on
sale of loans was muted somewhat due the Company’s choice to not elect fair value for all retained participating interests
arising from new government guaranteed loan sales beginning in the first quarter of 2021. Not electing fair value generally
results in a larger discount, which will reduce the amount of gain recognized at the date of sale. This larger discount is
subsequently accreted into interest income over the underlying loan’s remaining term using the effective interest method.
Management made this change of election in alignment with its ongoing effort to reduce volatility and drive more predictable
revenue. In accordance with accounting standards, any loans for which fair value was previously elected continue to be
measured as such.
Net Gain (Loss) on Loans Accounted for Under the Fair Value Option: For 2021, the net gain on loans accounted for under the
fair value option increased $17.3 million, or 132.5%, compared to 2020. The carrying amount of loans accounted for under the
fair value option at December 31, 2021 and 2020 was $670.5 million ($25.3 million classified as held for sale and $645.2
million classified as held for investment) and $851.5 million ($36.1 million classified as held for sale and $815.4 million
classified as held for investment), respectively, a decrease of $181.0 million, or 21.3%. The net gain on loans accounted for
under the fair value option during 2021 was largely due to improving market conditions compared to COVID-19 pandemic
economic impacts in the prior year.
Noninterest Expense
Noninterest expense comprises all operating costs of the Company, such as employee related costs, travel, professional services,
advertising and marketing expenses, exclusive of interest and income tax expense.
The following table shows the components of noninterest expense and the related dollar and percentage changes for the periods
presented.
Noninterest expense
Years Ended December 31,
2020
2019
2021
2020/2021 Increase
(Decrease)
Amount Percent
2019/2020 Increase
(Decrease)
Amount Percent
$ 124,932 $ 112,525 $ 90,634 $ 12,407 11.03 % $ 21,891 24.15 %
Salaries and employee benefits
Non-staff expenses:
Travel expense
Professional services expense
Advertising and marketing expense
Occupancy expense
Data processing expense
Equipment expense
Other loan origination and
maintenance expense
Renewable energy tax credit
investment impairment
FDIC insurance
Other expense
Total non-staff expenses
Total noninterest expense
5,809
15,135
5,002
8,423
3,451
6,359
3,510
8,757
18,181 12,344
17,950 17,603 16,327
6,921 2,358 68.33 (3,470 ) (50.14 )
6,859 8,776 138.01
(7.29 )
5,936 1,492 42.51 (2,426 ) (40.87 )
8,116
7.90
(3.81 )
9,265 5,837 47.29 3,079 33.23
7.82
1.97 1,276
(334 )
(500 )
347
641
13,529 10,790
9,272 2,739 25.38 1,518 16.37
—
7,473
9,864
3,187
7,070
11,769
106,055 80,151 74,290 25,904 32.32 5,861
$ 230,987 $ 192,676 $ 164,924 $ 38,311 19.88 % $ 27,752 16.83 %
(602 ) (100.00 )
3,447
(5.39 ) 4,026 116.80
7,545 1,905 19.31 2,319 30.74
7.89
602 3,187 100.00
(403 )
48
Total noninterest expense for 2021 increased $38.3 million, or 19.9%, compared to 2020. The increase in noninterest expense
was predominately driven by the following items.
Salaries and employee benefits: Total personnel expense for 2021 increased by $12.4 million, or 11.0%, compared to 2020. The
increase in salaries and employee benefits was principally related to continued investment in human resources to support
strategic and growth initiatives. Total full-time equivalent employees increased from 630 at December 31, 2020 to 794 at
December 31, 2021. Salaries and employee benefits expense included $16.9 million of stock-based compensation for 2021,
compared to $14.7 million for 2020. Expenses related to the employee stock purchase program, stock grants, stock option
compensation and restricted stock expense are all considered stock-based compensation.
Travel expense: Travel expense increased $2.4 million, or 68.3%. Travel expenses increased primarily to support the growth
in loan origination volume and customer base as travel restrictions began to ease in 2021.
Professional services expense: Professional services expense increased $8.8 million, or 138.0%, compared to 2020. The
increase was largely driven by an increase in legal fees related to the previously disclosed letter the Company received in
December 2020 and the resulting putative class action filed against the Company in March 2021. See Note 11. Commitments
and Contingencies for additional information.
Data processing expense: Total data processing expense for 2021 increased $5.8 million, or 47.3%, compared to 2020. The
increase over 2020 was predominantly driven by enhanced investments in the Company’s internal software technology
resources.
Loan related expenses: Total loan related expenses for 2021 increased $2.7 million, or 25.4%, compared to 2020. This
increase was principally due to heightened levels of SBA guaranty fees arising from the Company retaining more guaranteed
loans.
Renewable energy tax credit investment impairment: The Company recognized $3.1 million in impairment charges related to a
$3.9 million renewable energy tax credit investment that was fully funded during the first quarter of 2021. Investments of this
type generate a return primarily through the realization of income tax credits and other benefits; accordingly, impairment of the
investment amount is recognized in conjunction with the realization of related tax benefits. This investment generated a federal
investment tax credit of $3.4 million which is included in the Company’s estimated annual effective tax rate.
Income Tax Expense
Income tax expense and related effective tax rate in 2021 was $43.8 million and 20.8% compared to an income tax benefit in
2020 of $12.2 million and (25.6%), respectively. The effective tax rate of 20.8% for 2021 was principally due to the impact of
a renewable energy tax credit investment and vesting of approximately 576 thousand restricted stock unit awards with market
price conditions, as the fair value of these awards exceeded the total compensation cost recognized by the Company for book
purposes.
The income tax benefit in 2020 was principally the product of vesting of restricted stock unit awards with market price
conditions during the fourth quarter combined with the tax impact of enactment of the CARES Act on March 27, 2020. Upon
vesting, the fair value of these awards exceeded the total compensation cost recognized by the Company for book purposes,
which resulted in the recognition of a tax benefit of $22.1 million.
Results of Segment Operations
The Company’s operations are managed along two primary operating segments Banking and Fintech. A description of each
segment and the methodologies used to measure financial performance is described in Note 16. Segments in the accompanying
notes to the consolidated financial statements. Net income (loss) by operating segment is presented below:
Banking
Fintech
Other
Consolidated net income
2021
Years ended December 31,
2020
2019
$
$
145,662 $
27,667
(6,334 )
166,995 $
57,462 $
(1,932 )
4,013
59,543 $
29,661
(8,266 )
(3,361 )
18,034
49
Banking
Net income increased $88.2 million, or 153.5%, compared to 2020. The increase was primarily the result of increased net
interest income and noninterest income.
Net interest income increased $102.9 million, or 52.8%, compared to 2020. See the analysis of net interest income included in
the above section captioned “Net Interest Income and Margin” as it is predominantly related to the Banking segment.
See the analysis of provision for loan and lease credit losses included in the above section captioned “Provision for Loan and
Lease Credit Losses” as it is entirely related to the Banking segment.
Noninterest income increased $36.9 million, or 47.5%, compared to 2020. This increase was largely comprised of net gains on
sales of loans increasing $17.8 million, or 36.0% combined with net gains on loans accounted for under the fair value option
increasing by $17.3 million, or 132.5%. See the analysis of these categories of noninterest income included in the above
section captioned “Noninterest Income” for additional discussion.
Noninterest expense increased $34.3 million, or 18.9% compared to 2020. See the analysis of these categories of noninterest
expense included in the above section captioned “Noninterest Expense” for additional discussion.
Income tax expense increased $42.7 million compared to 2020. See the above section captioned “Income Tax Expense.”
Fintech
Net income increased by $29.6 million, from a net loss of $1.9 million in 2020 to net income of $27.7 million in 2021. The
increase was principally the result of noninterest income increasing $36.6 million, a result of the aforementioned $44.1 million
Greenlight gain recognized in the second quarter of 2021.
Income tax expense increased $7.3 million, or 243.9%, compared to 2020, principally driven by the significant changes in net
income before taxes arising from the above discussed gains arising from the Company’s investment in Greenlight
See Note 9. Income Taxes for more information.
Discussion and Analysis of Financial Condition
Total assets at December 31, 2021 were $8.21 billion, an increase of $341.1 million, or 4.3%, compared to total assets of $7.87
billion at December 31, 2020. The growth in total assets was principally driven by the following:
• Loans and leases held for sale and held for investment increased $317.4 million resulting from strong origination
activity in 2021. Total originations during 2021 were $4.48 billion, of which $3.93 billion were exclusive of PPP
loans; and
• Total investment securities increased by $156.0 million. The Company increased its investment securities position
during 2021 largely as a part of its annual investment asset-liability planning. At December 31, 2021, the investment
portfolio was comprised of U.S. government agencies, U.S. government-sponsored entity mortgage-backed securities,
municipal bonds and other debt securities.
Cash and cash equivalents, comprised of cash and due from banks and federal funds sold, was $203.8 million at December 31,
2021, a decrease of $114.6 million, or 36.0%, compared to $318.3 million at December 31, 2020. This decrease largely reflects
funding for significant loan growth efforts during the year balanced with lower levels of planned liquidity at the end of 2021.
Loans and leases held for sale decreased $59.0 million, or 5.0%, during 2021, from $1.18 billion at December 31, 2020, to
$1.12 billion at December 31, 2021. The decrease was primarily the result of strong loan sales in 2021 combined with higher
levels of loans being retained as held for investment.
Loans and leases held for investment increased $376.3 million, or 7.3%, during 2021, from $5.14 billion at December 31, 2020,
to $5.52 billion at December 31, 2021. The increase was primarily the result of the above-mentioned loan originations in 2021
combined with increased levels of loans retained as held for investment. All PPP loans are classified as held for investment.
50
Total deposits were $7.11 billion at December 31, 2021, an increase of $1.40 billion, or 24.5%, from $5.71 billion at
December 31, 2020. The increase in deposits was largely driven by significant loan origination efforts during 2021.
Borrowings decreased to $318.3 million at December 31, 2021 from $1.54 billion at December 31, 2020. This decrease was
related principally to net curtailments of borrowings through the PPPLF in 2021 from PPP loan forgiveness. These PPPLF
borrowings are used to help fund PPP loans.
Shareholders’ equity at December 31, 2021 was $715.1 million as compared to $567.9 million at December 31, 2020. The book
value per share was $16.39 at December 31, 2021 compared to $13.38 at December 31, 2020. Average equity to average assets
was 7.9% for the year ended December 31, 2021 compared to 8.1% for the year ended December 31, 2020. The increase in
shareholders’ equity for 2021 was principally the result of net income of $167.0 million and stock-based compensation expense
of $17.0 million, partially offset by other comprehensive loss of $19.6 million and $19.2 million in cash paid in lieu of stock for
employee tax obligations in settlement of vested stock grants.
Loans Held for Sale & Serviced Portfolio
Any loan or portion of a loan that the Company has the intent and ability to sell is classified as held for sale. The average age of
the held for sale portfolio as of December 31, 2021 was 10.1 months from origination date. Approximately 11% of the current
held for sale portfolio is older than two years. The majority of held for sale loans over one year old are composed of
construction loans. Construction loans typically have extended build out periods that inherently result in longer lead times
between origination and the ultimate sale date. Approximately 25.0% of the held for sale portfolio is aged between one and two
years.
As of December 31, 2021 and 2020, the cumulative total outstanding principal balance of loans sold since May 2007 totaled
$3.30 billion and $3.20 billion, respectively. The Company generally continues to service loans after the date of sale. As of
December 31, 2021 and 2020, the total outstanding principal of loans and leases, including those serviced for others, was $9.96
billion and $9.57 billion, respectively.
Loan and Lease Maturity
As of December 31, 2021, $7.72 billion, or 77.5%, of the total outstanding principal of loans and leases, including those
serviced for others, were variable rate loans that adjust at specified dates based on the prime lending rate or other variable
indices. As of December 31, 2021, $4.54 billion, or 45.6%, of total outstanding principal of loans and leases, including those
serviced for others, were variable rate loans that adjust on either a calendar monthly or calendar quarterly basis using the prime
lending rate or other variable indices.
At December 31, 2021, 78.2%, or $5.21 billion, of the combined held for sale and held for investment loan and lease portfolio
was composed of variable rate loans.
51
At December 31, 2021, $1.33 billion, or 24.0%, of the held for investment balance matures in less than five years. Loans and
leases maturing in greater than five years total $4.20 billion of the total $5.53 billion. The variable rate portion of the total held
for investment loans and leases, excluding PPP loans, is 79.1%, which reflects the Company’s strategy to minimize interest rate
risk through the use of variable rate products.
At December 31, 2021
Remaining Contractual Maturity of Total Held for
Investment Loans and Leases
After Five
Years and
Through
After One
Year
and Through
Five Years
After Fifteen
Years
Fifteen Years
One Year
or Less
Total(1)
$
1,949 $
53,633
59,805
115,387
36,232 $
72,105
208,570
316,907
$
171,306
135,774
—
307,080
8,028
19,133
27,161
5,478
10,302
15,780
12,223
7,907
20,130
28,884
11,337
40,221
2,217
2,217
160,545
96,508
96,508
473,766
39,343
213
39,556
25,760
958
26,718
60,729
60,729
434,083
10,228 $
39,960
—
50,188
5,062
—
5,062
108,296
2,419
110,715
219,715
301,472
268,375
789,562
64,656
27,253
91,909
168,418
25,016
193,434
131,504
131,504
297,469
290,958
290,958
1,365,863
23,489
57,886
81,375
15,845
3,086
18,931
12,881
8,722
21,603
68,682
274,352
343,034
959,220
233,981
1,193,201
102,106
72,201
174,307
1,153,497
638,420
1,791,917
5,487
44,082
49,569
38,665
138,685
177,350
11,935
3,907
15,842
206,318
47,768
254,086
179,229
3,686
182,915
1,418,902
86,978
1,505,880
—
—
121,909
282,454 $
220
220
570,173
1,043,939 $
30,230
30,230
1,493,359
1,927,442
$
112,460
112,460
1,975,562
2,273,031 $
212,496
54,761
267,257
1,676,766
282,153
1,958,919
142,910
142,910
4,161,003
5,526,866
Fixed rate loans and leases:
Commercial & Industrial
Small Business Banking
Specialty Lending
Paycheck Protection Program
Total
Construction & Development
Small Business Banking
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total fixed rate loans and leases
Variable rate loans and leases:
Commercial & Industrial
Small Business Banking
Specialty Lending
Total
Construction & Development
Small Business Banking
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total variable rate loans and leases
Total held for investment loans and leases
$
(1) Excludes net deferred (fees) costs
Asset Quality
Management considers asset quality to be of primary importance. A formal loan review function, independent of loan
origination, is used to identify and monitor problem loans. This function reports directly to the Audit & Risk Committee of the
Board of Directors.
Nonperforming Assets
The Bank places loans and leases on nonaccrual status when they become 90 days past due as to principal or interest payments,
or prior to that if management has determined based upon current information available to them that the timely collection of
principal or interest is not probable. When a loan or lease is placed on nonaccrual status, any interest previously accrued as
income but not actually collected is reversed and recorded as a reduction of loan or lease interest and fee income. Typically,
collections of interest and principal received on a nonaccrual loan or lease are applied to the outstanding principal as
determined at the time of collection of the loan or lease.
52
Troubled debt restructurings (“TDRs”) occur when, because of economic or legal reasons pertaining to the debtor’s financial
difficulties, debtors are granted concessions that would not otherwise be considered. Such concessions would include, but are
not limited to, the transfer of assets or the issuance of equity interests by the debtor to satisfy all or part of the debt,
modification of the terms of debt or the substitution or addition of debtor(s).
Nonperforming assets and TDRs, excluding loans measured at fair value, at December 31, 2021 were $80.2 million, which
represented a $2.3 million, or 2.7%, decrease from December 31, 2020. These nonperforming assets, at December 31, 2021
were comprised of $42.5 million in nonaccrual loans and leases and $620 thousand in foreclosed assets. Of the $80.2 million of
nonperforming assets and TDRs, $43.2 million carried an SBA guarantee, leaving an unguaranteed exposure of $37.0 million in
total nonperforming assets and TDRs at December 31, 2021. This represents a decrease of $2.3 million, or 5.9%, from an
unguaranteed exposure of $39.3 million at December 31, 2020.
The following table provides information with respect to nonperforming assets and troubled debt restructurings, excluding
loans measured at fair value, at the dates indicated.
Nonaccrual loans and leases:
Total nonperforming loans and leases (all on nonaccrual) (2)
Total accruing loans and leases past due 90 days or more
Foreclosed assets
Total troubled debt restructurings (3)
Less nonaccrual troubled debt restructurings
Total performing troubled debt restructurings (3)
Total nonperforming assets and troubled debt restructurings (2) (3)
Allowance for credit losses on loans and leases
Total nonperforming loans and leases to total loans and leases held for investment (2)
Total nonperforming loans and leases to total assets (2)
Total nonperforming assets and troubled debt restructurings to total assets (2) (3)
Allowance for credit losses on loans and leases to loans and leases held for
investment
Allowance for credit losses on loans and leases to total nonperforming loans and
leases (2)
$
$
$
2021 (1)
2020 (1)
42,533 $
—
620
55,273
(18,210 )
37,063
80,216 $
63,584 $
0.87 %
0.56 %
1.06 %
1.30 %
46,110
—
4,155
39,803
(7,592 )
32,211
82,476
52,306
1.06 %
0.66 %
1.17 %
1.21 %
149.49 %
113.44 %
(1)
(2)
(3)
Excludes loans measured at fair value.
The year ended December 31, 2020 excludes one $6.1 million nonaccrual loan classified as held for sale.
The year ended December 31, 2020 excludes one $5.1 million troubled debt restructuring loan classified as held for
sale.
53
Nonaccrual loans and leases guaranteed by U.S. government:
Total nonperforming loans and leases guaranteed by the U.S. government (all on
nonaccrual)
Total accruing loans and leases past due 90 days or more guaranteed by the U.S.
government
Foreclosed assets guaranteed by the U.S. government
Total troubled debt restructurings guaranteed by the U.S. government
Less nonaccrual troubled debt restructurings guaranteed by the U.S. government
Total performing troubled debt restructurings guaranteed by U.S. government
Total nonperforming assets and troubled debt restructurings guaranteed by the
U.S. government
Allowance for credit losses on loans and leases
Total nonperforming loans and leases not guaranteed by the U.S. government to total
held for investment loans and leases
Total nonperforming loans and leases not guaranteed by the U.S. government to total
assets
Total nonperforming assets and troubled debt restructurings not guaranteed by the
U.S. government to total assets
Allowance for credit losses on loans and leases to total nonperforming loans and
leases not guaranteed by the U.S government
2021 (1)
2020 (1)
$
26,546 $
26,032
—
490
26,954
(10,770 )
16,184
$
$
43,220 $
63,584 $
0.33 %
0.21 %
0.49 %
—
3,220
18,160
(4,271 )
13,889
43,141
52,306
0.46 %
0.29 %
0.56 %
397.73 %
260.51 %
(1) Excludes loans measured at fair value.
Total nonperforming assets and troubled debt restructurings, including loans measured at fair value, at December 31, 2021 were
$153.6 million, which represented a $363 thousand, or 0.2%, increase from December 31, 2020. These nonperforming assets, at
December 31, 2021 were comprised of $85.4 million in nonaccrual loans and leases and $620 thousand in foreclosed assets. Of
the $153.6 million of nonperforming assets and TDRs, $101.1 million carried an SBA guarantee, leaving an unguaranteed
exposure of $52.5 million in total nonperforming assets and TDRs at December 31, 2021. This represents a decrease of $3.0
million, or 5.4%, from an unguaranteed exposure of $55.5 million at December 31, 2020.
See the below discussion related to the change in potential problem and impaired loans and leases for management’s overall
observations regarding the change in total nonperforming loans and leases.
As a percentage of the Bank’s total capital, nonperforming loans and leases, excluding loans measured at fair value, represented
6.0% at December 31, 2021, compared to 8.8% at December 31, 2020. Adjusting the ratio to include only the unguaranteed
portion of nonperforming loans and leases at historical cost to reflect management’s belief that the greater magnitude of risk
resides in this portion, the ratios at December 31, 2021 and December 31, 2020 were 2.3% and 3.8%, respectively.
54
As of December 31, 2021, and December 31, 2020, potential problem (also referred to as criticized) and classified loans and
leases, excluding loans measured at fair value, totaled $372.7 million and $311.4 million, respectively. The following is a
discussion of these loans and leases. Risk Grades 5 through 8 represent the spectrum of criticized and classified loans and
leases. For a complete description of the risk grading system used by the Company, see “Credit Quality Indicators” in Note 3
to the notes to consolidated financial statements. At December 31, 2021, the portion of criticized and classified loans and leases
guaranteed by the SBA or USDA totaled $197.2 million resulting in unguaranteed exposure risk of $175.5 million, or 6.3% of
total held for investment unguaranteed exposure carried at historical cost. This compares to the December 31, 2020 portion of
criticized and classified loans and leases guaranteed by the SBA or USDA which totaled $168.9 million resulting in
unguaranteed exposure risk of $142.5 million, or 8.2% of total held for investment unguaranteed exposure carried at historical
cost. As of December 31, 2021, loans and leases carried at historical cost within the following verticals comprise the largest
portion of the total potential problem and classified loans and leases: Educational Services at 16.1%, Wine and Craft Beverage
at 13.7%, Hotels at 11.8%, Entertainment Centers at 10.4%, Healthcare at 9.0%, Fitness Centers at 5.3%, Self Storage at 4.8%,
Agriculture at 4.5% and Veterinary at 4.4%. As of December 31, 2020, loans and leases carried at historical cost within the
following verticals comprise the largest portion of the total potential problem and classified loans and leases: Educational
Services at 15.3%, Wine and Craft Beverage at 14.3%, Hotels at 13.6%, Entertainment Centers at 12.5%, Healthcare at 10.3%,
Fitness Centers at 7.2%, Self Storage at 6.4% and Veterinary at 4.5%. Other than Hotels which are a part of the Company’s
Specialty Lending division, all of the above listed verticals are within the Company’s Small Business Banking division.
The majority of the 2021 increase in potential problem and classified loans and leases amounting to $61.3 million
in the Company’s more mature
was comprised of a relatively small number of borrowers
verticals. Furthermore,
its underwriting and credit quality standards have remained
high with an emphasis on new production in pandemic resilient verticals and has continued the practice of monitoring existing
loans in pandemic susceptible verticals.
the Company believes
largely concentrated
that
Loans and leases that experience insignificant payment delays and payment shortfalls are generally not individually evaluated
for the purpose of estimating the allowance for credit losses. The Bank generally considers an “insignificant period of time”
from payment delays to be a period of 90 days or less, unless the borrower was not past due at the time of a modification as a
part of a COVID-19 assistance program. The Bank would consider a modification for a customer experiencing what is expected
to be a short-term event that has temporarily impacted cash flow. This could be due, among other reasons, to illness, weather,
impact from a one-time expense, slower than expected start-up, construction issues or other short-term issues. Credit personnel
will review the request to determine if the customer is stressed and how the event has impacted the ability of the customer to
repay the loan or lease long term. At December 31, 2021, the Company had $1.1 million in modified unguaranteed loans and
leases for borrowers impacted by the COVID-19 pandemic. These modifications were short-term payment deferrals generally
no more than six-months in duration and accordingly are not considered troubled debt restructurings.
Management endeavors to be proactive in its approach to identify and resolve problem loans and leases and is focused on
working with the borrowers and guarantors of these loans and leases to provide loan and lease modifications when
warranted. Management implements a proactive approach to identifying and classifying loans and leases as special mention
(also referred to as criticized), Risk Grade 5. At December 31, 2021, and December 31, 2020, Risk Grade 5 loans and leases,
excluding loans measured at fair value, totaled $267.4 million and $237.5 million, respectively. The increase in Risk Grade 5
loans and leases, exclusive of loans measured at fair value, during 2021 was principally confined to eight verticals: Educational
Services ($11.3 million or 56.1%), Agriculture ($7.0 million or 34.8%), Hotels ($5.0 million or 24.9%), Healthcare ($4.2
million or 20.8%), General ($3.0 million or 14.8%), Independent Pharmacies ($2.8 million or 14.0%), Sponsor Finance ($2.7
million or 13.3%) and Venture Banking ($2.6 million or 12.8%). Partially offsetting the above increases were declines in Risk
Grade 5 loans principally concentrated in four verticals: Senior Care ($7.9 million or 39.2%), Wine and Craft Beverage ($5.2
million or 26.0%), Fitness Centers ($5.2 million or 25.6%) and Entertainment Centers ($4.6 million or 22.9%). Other than
Hotels, Sponsor Finance and Venture Banking, which are a part of the Company’s Specialty Lending division, all of the above
listed verticals are within the Company’s Small Business Banking division.
At December 31 2021, approximately 99.1% of loans and leases classified as Risk Grade 5 are performing with only one
relationship having payments past due more than 30 days. While the level of nonperforming assets fluctuates in response to
changing economic and market conditions, in light of the relative size and composition of the loan and lease portfolio and
management’s degree of success in resolving problem assets, management believes that a proactive approach to early
identification and intervention is critical to successfully managing a small business loan portfolio. In conjunction with this,
management believes that volumes of delinquencies may not be an accurate depiction of the borrower’s repayment abilities
under the recent pandemic induced circumstances due to payments being made by the SBA on behalf of borrowers with loans
under its programs. As government payment assistance began to expire toward the end of 2020, borrowers with continuing
difficulties arising from the pandemic were provided additional relief through payment deferrals. Management monitors these
borrowers closely and has observed financial conditions continuing to improve. Management has also noted that most loans
with expired government assistance have been able to resume making regular payments.
55
Allowance for Credit Losses on Loans and Leases
See Note 1. Organization and Summary of Significant Accounting Policies of the Notes to the Consolidated Financial
Statements in this report for a description of the methodologies used to estimate the ACL prior to and after the adoption of ASC
326, Financial Instruments – Credit Losses, on January 1, 2020.
The ACL of $52.3 million at December 31, 2020, increased by $11.3 million, or 21.6%, to $63.6 million at December 31, 2021.
The ACL as a percentage of loans and leases held for investment at historical cost amounted to 1.3% and 1.2% at December 31,
2021 and 2020, respectively. Excluding PPP loans and related reserves, the ACL as a percentage of loans and leases held for
investment at historical cost amounted to 1.3% and 1.8% at December 31, 2021 and 2020, respectively. The increase in the
ACL during 2021 was primarily due to impact of growth in loan and lease originations somewhat mitigated by the effects of
improved forecasts related to employment and default expectations as the economic outlook has continued to improve, as
addressed more fully in the above section captioned “Provision for Loan and Lease Credit Losses” in “Results of Operations.”
Actual past due held for investment loans and leases, inclusive of loans measured at fair value, have decreased by $1.6 million
since December 31, 2020. Total loans and leases 90 or more days past due decreased $12.7 million, or 20.5%, compared to
December 31, 2020. The decrease was comprised of a $13.2 million decrease in unguaranteed exposure combined partially
offset with a $509 thousand increase in the guaranteed portion of past due loans compared to December 31,
2020. At December 31, 2021 and 2020, total held for investment unguaranteed loans and leases past due as a percentage of
total held for investment unguaranteed loans and leases, inclusive of loans measured at fair value, was 0.6% and 1.1%,
respectively. Total unguaranteed loans and leases past due were comprised of $16.6 million carried at historical cost, a
decrease of $6.5 million, and $5.1 million measured at fair value, a decrease of $1.2 million, as of December 30, 2021
compared to December 31, 2020. Management continues to actively monitor and work to improve asset quality. Management
believes the ACL of $63.6 million at December 31, 2021 is appropriate in light of the risk inherent in the loan and lease
portfolio. Management’s judgments are based on numerous assumptions about current and expected events that it believes to be
reasonable, but which may or may not be valid, including but not limited to factors related to the above mentioned SBA
delinquency effect and pandemic-susceptible borrowers. Accordingly, no assurance can be given that management’s ongoing
evaluation of the loan and lease portfolio in light of changing economic conditions and other relevant circumstances will not
require significant future additions to the ACL, thus adversely affecting the Company’s operating results. Additional
information on the ACL is presented in Note 3. Loans and Leases Held for Investment and Credit Quality of the consolidated
financial statements in this report.
56
The following table sets forth the breakdown of the allowance for credit losses on loans and leases carried at historical cost by
category at the dates indicated.
2021
Total
Loans
and
Leases(1)
% of
Total
Allowance
% of
Total
Loans
and
Leases(1) Allowance
2020
Total
Loans
and
Leases(1)
% of
Total
Allowance
% of
Total
Loans
and
Leases(1)
Allowance
$ 23,807 $ 1,124,406
37.44 %
23.03 % $
2,297 $ 716,196
4.39 %
16.47 %
11,560 875,367
2,403 268,375
18.18
3.78
37,770 2,268,148
59.40
2,437 277,152
998
82,014
3,435 359,166
3.83
1.57
5.40
13,074 1,594,328
5,994 287,688
20.56
9.43
19,068 1,882,016
29.99
3,311 372,335
3,311 372,335
$ 63,584 $ 4,881,665
5.21
5.21
17.93
5.50
46.46
5.68
1.68
7.36
32.66
5.89
38.55
7.63
7.63
19,417 342,289
5,259 1,528,180
26,973 2,586,665
1,907 183,087
3,756
92,613
37.12
10.06
51.57
3.65
7.18
5,663 275,700
10.83
11,226 999,697
6,922 155,331
18,148 1,155,028
1,522 331,881
1,522 331,881
21.46
13.23
34.69
2.91
2.91
7.87
35.13
59.47
4.21
2.13
6.34
22.99
3.57
26.56
7.63
7.63
100.00 %
100.00 % $ 52,306 $ 4,349,274
100.00 %
100.00 %
Commercial & Industrial
Small Business Banking
Specialty Lending
Paycheck Protection Program
Total
Construction & Development
Small Business Banking
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
(1) Excludes loans measured at fair value.
Analysis of Loan and Lease Loss Experience. The following table sets forth an analysis of net charge-offs for loans and leases
carried at historical cost to average total loans and leases, carried at historical cost, by category for the years indicated.
2021
Average
Total
Loans &
Leases(1)
Net
Charge-
offs(1)
% of
Total
Loans(1)
Net
Charge-
offs(1)
2020
Average
Total
Loans &
Leases(1)
% of
Total
Loans(1)
Net
Charge-
offs(1)
2019
Average
Total
Loans &
Leases(1)
% of
Total
Loans(1)
$
2,740 $ 895,195
0.31 % $
2,669 $ 463,811
0.58 % $
641 $ 271,756
0.24 %
— 593,510
— 939,205
—
—
1,648 226,365
0.73
— 125,091
— 1,271,106
—
—
—
—
—
2,740 2,427,910
0.11
4,317 1,961,282
0.22
641 396,847
0.16
262 169,530
0.15
— 112,864
—
64,759
—
—
57,651
262 234,289
0.11
— 170,515
664 1,392,846
0.05
164 821,241
254 230,901
0.11
10,155 177,774
918 1,623,747
0.06
10,319 999,015
12 377,967
12 377,967
—
—
629 316,691
629 316,691
—
—
—
0.02
5.71
1.03
0.20
0.20
— 208,155
—
27,774
— 235,929
(18 ) 410,054
615 125,482
597 535,536
172 192,845
172 192,845
—
—
—
—
0.49
0.11
0.09
0.09
$
3,932 $ 4,663,913
0.08 % $ 15,265 $ 3,447,503
0.44 % $
1,410 $ 1,361,157
0.10 %
Commercial & Industrial
Small Business Banking
Specialty Lending
Paycheck Protection Program
Total
Construction & Development
Small Business Banking
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
(1) Excludes loans measured at fair value.
57
Investment Securities
Investment securities totaled $906.1 million at December 31, 2021, an increase of $156.0 million, or 20.8%, compared to
$750.1 million at December 31, 2020. The increase in the investment portfolio for 2021 was to support earnings through
additional yield, compared to cash alternatives, while the Company continued to deploy the excess liquidity on the balance
sheet that arose from 2020’s efforts to safeguard liquidity, in the early stages of the global pandemic, as well as from the
pledging of the PPP loans to the Federal Reserve PPPLF. This also included purchases of $348.1 million in mortgage-backed
securities, including $43.2 million for purposes of complying with the Community Reinvestment Act, and purchases of $70.7
million in collateralized mortgage obligations to increase yield and duration.
The investment securities portfolio consists entirely of available-for-sale securities. The Company purchases securities for the
investment securities portfolio to manage interest rate risk, ensure a stable source of liquidity and to provide a steady source of
income in excess of cost of funds.
At December 31, 2021, the duration of the overall available-for-sale securities portfolio was approximately 5.22 years.
The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2021.
Certain mortgage related securities have adjustable interest rates and will reprice annually within the various maturity ranges.
These repricing schedules are not reflected in the tables below.
Total
Within One Year
After One
to Five Years
After Five
to Ten Years
After Ten Years
US government securities
Mortgage-backed securities
Municipal bonds
Other debt securities
Total securities
Average
Yield
Average
Yield
Amortized
Cost
Amortized
Cost
Amortized
Cost
$ 10,444 $ 7,507 2.17 % $ — 0.00 % $ 2,937 2.84 % $
887,302
3,246
2,500
— 0.00 %
202 2.00 % 20,316 2.60 % 298,860 2.38 % 567,924 2.12 %
3,246 4.52 %
— 0.00 %
— 0.00 %
— 0.00 %
500 5.00 % 2,000 6.00 %
$ 903,492 $ 8,209 2.34 % $ 22,316 2.91 % $ 301,797 2.38 % $ 571,170 2.14 %
— 0.00 %
— 0.00 %
Amortized
Cost
Amortized
Cost
Average
Yield
Average
Yield
At December 31, 2021, the Company had 98.2% of its total investment securities portfolio in mortgage-backed securities,
compared with 97.4% at December 31, 2020. The Company has continued to purchase mortgage-backed securities in order to
obtain a favorable yield versus cash alternatives while still maintaining a low risk profile within the investment portfolio.
Deposits
The following table sets forth the composition of deposits.
Period end:
Noninterest-bearing demand deposits
Interest-bearing deposits:
Interest-bearing checking
Money market
Savings
Time deposits
Total
Total period end deposits
Total uninsured deposits
2021
2020
2019
Total
Percent
Total
Percent
Total
Percent
$
89,279
1.26 % $
75,287
1.32 % $
51,965
1.23 %
4.38
2.05
— 250,060
1.48 117,010
—
—
105,628
2.05
3,507,354 49.32 2,081,561 36.43 1,101,065 26.05
3,409,783 47.94 3,188,910 55.82 2,987,196 70.67
7,022,765 98.74 % 5,637,541 98.68 % 4,175,015 98.77 %
$ 7,112,044 100.00 % $ 5,712,828 100.00 % $ 4,226,980 100.00 %
8.47 %
$ 1,197,057 16.83 % $ 580,912 10.17 % $ 357,917
—
86,754
58
Average:
Noninterest-bearing
demand deposits
Interest-bearing deposits:
2021
2020
2019
Total
Percent
Average
Rate
Total
Percent
Average
Rate
Total
Percent
Average
Rate
$
77,104 1.18 % — % $
47,655 0.89 % — % $
49,510 1.33 % — %
Interest-bearing checking
Money market
Savings
Time deposits
Total average deposits
76,714 1.18 0.58 318,667 5.95 0.58
87,050 1.62 0.40
42 0.00 1.07
103,078 1.58 0.29
86,175 2.31 0.65
3,077,933 47.23 0.54 1,531,680 28.59 1.08 1,013,177 27.13 2.03
3,181,591 48.83 1.33 3,373,012 62.95 2.10 2,585,367 69.23 2.58
$ 6,516,420 100.00 % 0.92 % $ 5,358,064 100.00 % 1.67 % $ 3,734,271 100.00 % 2.35 %
Deposits increased to $7.11 billion at December 31, 2021 from $5.71 billion at December 31, 2020, an increase of $1.40 billion,
or 24.5%. This increase was primarily due to the growth of the Company’s customer base in the savings and time deposit
products, enhanced by a nationwide marketing campaign with attractive rates and additional wholesale funding, to support the
significant loan growth in 2021. Noninterest-bearing deposits increased $14.0 million, or 18.6%, during 2021, and interest-
bearing deposits increased $1.39 billion, or 24.6%, during the same period.
At December 31, 2021, the aggregate balance of uninsured time deposit accounts totaled $58.0 million. At December 31, 2021,
81.5% of uninsured time deposit accounts were scheduled to mature within one year. The maturity profile of uninsured time
deposits at December 31, 2021 is as follows:
Maturity Period
Amount of time deposits in uninsured accounts
Borrowings
Three months
or less
More than
three months
to six months
More than
six months to
twelve months
More than
twelve
months
$
11,978 $
13,451 $
21,860 $
10,759
Total borrowings decreased $1.22 billion at December 31, 2021 from December 31, 2020 as a result of the following:
In March 2021, the Company entered into a 60-month term loan agreement of $50.0 million with a third party correspondent
bank. The loan accrues interest at a fixed rate of 2.95% with a monthly payment sufficient to fully amortize the loan, with all
remaining unpaid principal and interest due at maturity on March 30, 2026. The Company paid the Lender a non-refundable
$325 thousand loan origination fee upon signing of the Note that is presented as a direct deduction from the carrying amount of
the loan and will be amortized into interest expense over the life of the loan.
In April 2020, the Company entered into the Federal Reserve Bank's PPPLF. Under the PPPLF, advances must be secured by
pledges of loans to small businesses originated by the Company under the U.S. Small Business Administration's 7(a) loan
program titled the Paycheck Protection Program. The PPPLF accrues interest at thirty-five basis points and matures at various
dates equal to the maturity date of the PPPLF collateral pledged to secure the advance, ranging from April 6, 2022 to May 5,
2026, and will be accelerated on and to the extent of any 7(a) loan forgiveness reimbursement by the SBA for any PPPLF
collateral or the date of purchase by the SBA from the borrower of any PPPLF collateral. On the maturity date of each advance,
the Company repays the advance plus accrued interest. This $267.6 million borrowing was fully advanced at December 31,
2021, compared to $1.53 billion at December 31, 2020.
In September 2020, the Company renewed a $50.0 million revolving line of credit originally issued in 2017 with a third party
correspondent bank. There was $14.5 million outstanding and $35.5 million of available credit remaining at December 31,
2020. The Company made a principal paydown of $14.5 million on March 31, 2021 with $50.0 million of available credit
remaining. On October 20, 2021, the Company renewed and increased the revolving line of credit from $50.0 million to $100.0
million. The line of credit is unsecured and accrues interest at 30-day SOFR plus 1.25% for a term of 36 months, with an
interest rate cap of 4.25% and an interest rate floor of 2.75%. Payments are interest only with all principal and accrued interest
due at maturity on October 10, 2024. The terms of this loan require the Company to maintain minimum capital and debt service
coverage ratios. The company drew $8.0 million on December 20, 2021 and there is $92.0 million of available credit remaining
at December 31, 2021.
59
Liquidity Management
Liquidity management refers to the ability to meet day-to-day cash flow requirements based primarily on activity in loan and
deposit accounts of the Company’s customers. Liquidity is immediately available from four major sources: (a) cash on hand and
on deposit at other banks; (b) the outstanding balance of federal funds sold; (c) the market value of unpledged investment
securities; and (d) availability under lines of credit, FHLB advances, and the Federal Reserve Discount Window. A primary tool
in the Company’s liquidity management process is the utilization of a Volatile Liability Coverage Ratio (“VLCR”) model to
stress outflows in various scenarios with targeted days of liquidity coverage. The VLCR model output is then used by
management to ensure adequate liquidity sources are available during those future periods. At December 31, 2021, the total
amount of these four liquidity source items was $3.42 billion, or 41.6% of total assets, an increase of 2.8% of total assets from
$3.06 billion, or 38.8% of total assets, at December 31, 2020.
Loans and other assets are funded primarily by loan sales, wholesale deposits and core deposits. To date, an increasing retail
deposit base and a stable amount of brokered deposits have been adequate to meet loan obligations, while maintaining the
desired level of immediate liquidity. The Company maintains an investment securities portfolio that is available for both
immediate and secondary contingent liquidity purposes, whether via pledging to the Federal Home Loan Bank or through
liquidation. Additionally, the Company maintains a guaranteed loan portfolio that is also a contingent liquidity source, whether
via pledging to the Federal Reserve Discount Window or through liquidation.
At December 31, 2021, none of the investment securities portfolio was pledged to secure public deposits or pledged to retail
repurchase agreements, leaving $903.6 million available to be pledged as collateral.
Contractual Obligations
The Company has entered into significant fixed and determinable contractual obligations for future payments. See the
accompanying notes to the consolidated financial statements for expected timing of payments as of December 31, 2021. These
include operating and finance leases (Note 4. Leases), time deposits with stated maturity dates (Note 7. Deposits) and
borrowings (Note 8. Borrowings).
Off-Balance Sheet Arrangements
In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with GAAP,
are not recorded in the consolidated financial statements. These transactions involve, to varying degrees, elements of credit,
interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the
form of commitments to extend credit and standby letters of credit. For more information, see Note 11. Commitments and
Contingencies in the accompanying notes to the consolidated financial statements.
Asset/Liability Management and Interest Rate Sensitivity
One of the primary objectives of asset/liability management is to maximize the net interest margin while minimizing the
earnings risk associated with changes in interest rates. One method used to manage interest rate sensitivity is to measure, over
various time periods, the interest rate sensitivity positions, or gaps. This method, however, addresses only the magnitude of
timing differences and does not address earnings or market value. Therefore, management uses an earnings simulation model to
prepare, on a regular basis, earnings projections based on a range of interest rate scenarios to more accurately measure interest
rate risk. For more information, see Item 7A of this Report.
The Company's balance sheet, overall, is asset-sensitive with a total cumulative gap position of 4.55% at December 31, 2021.
The Company’s near-term asset-sensitive position was eroded throughout 2020 and 2021 as fixed rate investment and lending
additions increased the Bank’s asset duration, while its retail deposits growth was primarily in savings and short-term
certificates of deposits. An overall total cumulative gap asset-sensitive position means that net interest income will generally
move in the same direction as interest rates. For instance, if interest rates increase, net interest income can be expected to
increase, and if interest rates decrease, net interest income can be expected to decrease. For more information on the various
measures that the Company utilizes to evaluate near-term and long-term interest rate risk, see Item 7A if this Report. The
Company attempts to mitigate interest rate risk through match-funding, meaning that variable rate loans are funded with
variable rate deposits and fixed rate loans or investments are funded with term deposits.
60
Capital
The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. The Company’s
principal goals related to the maintenance of capital are to provide adequate capital to support the Company’s risk profile
consistent with the risk appetite approved by the Board of Directors; provide financial flexibility to support future growth and
client needs; comply with relevant laws, regulations, and supervisory guidance; achieve optimal credit ratings for the Company
and its subsidiaries; and provide a competitive return to shareholders. Management regularly monitors the capital position of
the Company on both a consolidated and Bank level basis. In this regard, management’s goal is to maintain capital at levels that
are in excess of the regulatory “well capitalized” levels. Risk-based capital ratios, which include Tier 1 Capital, Total Capital
and Common Equity Tier 1 Capital, are calculated based on regulatory guidance related to the measurement of capital and risk-
weighted assets.
Capital amounts and ratios as of December 31, 2021, 2020 and 2019 are presented in the table below.
Actual
Minimum Capital
Requirement
Minimum To Be
Well Capitalized
Under Prompt
Corrective Action
Provisions (1)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Consolidated - December 31, 2021
Common Equity Tier 1 (to Risk-Weighted Assets) $ 689,367
$ 753,691
Total Capital (to Risk-Weighted Assets)
$ 689,367
Tier 1 Capital (to Risk-Weighted Assets)
Tier 1 Capital (to Average Assets)
$ 689,367
Bank - December 31, 2021
Common Equity Tier 1 (to Risk-Weighted Assets) $ 640,652
$ 704,976
Total Capital (to Risk-Weighted Assets)
$ 640,652
Tier 1 Capital (to Risk-Weighted Assets)
Tier 1 Capital (to Average Assets)
$ 640,652
Consolidated - December 31, 2020
Common Equity Tier 1 (to Risk-Weighted Assets) $ 521,568
$ 574,621
Total Capital (to Risk-Weighted Assets)
$ 521,568
Tier 1 Capital (to Risk-Weighted Assets)
Tier 1 Capital (to Average Assets)
$ 521,568
Bank - December 31, 2020
Common Equity Tier 1 (to Risk-Weighted Assets) $ 470,069
$ 522,305
Total Capital (to Risk-Weighted Assets)
$ 470,069
Tier 1 Capital (to Risk-Weighted Assets)
$ 470,069
Tier 1 Capital (to Average Assets)
Consolidated - December 31, 2019
Common Equity Tier 1 (to Risk-Weighted Assets) $ 499,513
$ 527,747
Total Capital (to Risk-Weighted Assets)
$ 499,513
Tier 1 Capital (to Risk-Weighted Assets)
Tier 1 Capital (to Average Assets)
$ 499,513
Bank - December 31, 2019
Common Equity Tier 1 (to Risk-Weighted Assets) $ 451,807
$ 480,040
Total Capital (to Risk-Weighted Assets)
$ 451,807
Tier 1 Capital (to Risk-Weighted Assets)
$ 451,807
Tier 1 Capital (to Average Assets)
12.38 % $ 250,619
13.53 % $ 445,544
12.38 % $ 334,158
8.87 % $ 310,902
4.50 %
8.00 %
6.00 %
4.00 %
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
12.05 % $ 239,201
13.26 % $ 425,246
12.05 % $ 318,934
8.32 % $ 307,931
4.50 % $ 345,512
8.00 % $ 531,557
6.00 % $ 425,246
4.00 % $ 384,914
6.50 %
10.00 %
8.00 %
5.00 %
12.15 % $ 193,172
13.39 % $ 343,417
12.15 % $ 257,563
8.40 % $ 248,417
4.50 %
8.00 %
6.00 %
4.00 %
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
11.25 % $ 188,012
12.50 % $ 334,243
11.25 % $ 250,683
7.60 % $ 247,288
4.50 % $ 271,573
8.00 % $ 417,804
6.00 % $ 334,243
4.00 % $ 309,110
6.50 %
10.00 %
8.00 %
5.00 %
14.90 % $ 150,927
15.74 % $ 268,315
14.90 % $ 201,236
10.65 % $ 187,582
4.50 %
8.00 %
6.00 %
4.00 %
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
13.66 % $ 148,950
14.51 % $ 264,800
13.66 % $ 198,600
9.68 % $ 186,627
4.50 % $ 215,150
8.00 % $ 331,000
6.00 % $ 264,800
4.00 % $ 233,283
6.50 %
10.00 %
8.00 %
5.00 %
(1) Prompt corrective action provisions are not applicable at the bank holding company level.
61
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in accordance with GAAP requires the Company to make estimates and
judgments that affect reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets
and liabilities. The Company bases estimates on historical experience and on various other assumptions that are believed to be
reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of
certain assets and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing basis.
Actual results may differ from these estimates under different assumptions or conditions.
The Company’s accounting policies, including those for the Company’s critical accounting estimates are described in detail in
Note 1. Organization and Summary of Significant Accounting Policies in the consolidated financial statements and are an
integral part of the Company’s consolidated financial statements. A thorough understanding of these accounting policies is
essential when reviewing the Company’s reported results of operations and financial position. The Company’s most critical
accounting estimates are listed below. These estimates require the Company to make difficult, subjective or complex judgments
about matters that are inherently uncertain.
Allowance for credit losses (ACL)
Accounting policies related to the ACL on financial instruments including loans and off-balance-sheet credit exposures are
considered to be critical as these policies involve considerable subjective judgment and estimation by the Company. In
accordance with ASC 326, the ACL is a valuation account that is deducted from the amortized cost basis of loans and leases to
present a net amount expected to be collected over the life of the asset.
The Company’s ACL on loans and leases is estimated using relevant information, from internal and external sources, relating to
past events, current conditions, and reasonable and supportable forecasts, and measured on a pooled basis where loans with
similar risk characteristics (such as industry and type of collateral) are collectively evaluated for impairment. The ACL is
computed using a discounted cash flow (“DCF”) methodology that utilizes inputs and assumptions that require significant
judgement. The most significant assumptions used are: 1) economic forecast assumptions, 2) prepayment assumptions, and 3).
application of qualitative factors, the most significant of which is related to the loan risk grading process. Sensitivities to these
three areas are disclosed below to demonstrate how a change in economic forecast, prepayment assumptions and risk grades
may impact the ACL. The below sensitivities only consider each variable individually in isolation as compared to the reported
total of the ACL and factor in no correlated impacts to other inputs or factors of the ACL model.
Economic forecast
Probability of default (“PD”) and loss given default (“LGD”) rates within the DCF model are adjusted for national
unemployment rates during the reasonable and supportable forecast period. The Company has determined that a reasonable and
supportable forecast period is four quarters with loss rates reverting back to a historical loss rate over the subsequent four
quarters on a straight-line basis.
The ACL is highly sensitive to the unemployment economic forecast used. Due to the high level of uncertainty regarding
significant assumptions, the Company often evaluates various economic scenarios from authoritative industry sources to assess
variability of economic outlooks. At December 31, 2021, the Company utilized economic assumptions that management
believed were the most likely to occur during the duration of the forecast period which had current unemployment levels
remaining relatively stable during the one-year forecast period. Selecting a different forecast in the current environment could
result in a significantly different ACL. The following table summarizes the impact of more severe unemployment forecast
scenarios if they had been selected at December 31, 2021.
62
Scenario
Severe
Moderate
Mild
Forecasted Unemployment
Current unemployment levels increase to 7% in the first quarter of 2022 and
increase to 9% by the end of a one-year forecast period. At the end of the
forecast period adjusted loss rates revert back to a historical rate over a one-
year period.
Current unemployment levels increase to 5% in the first quarter of 2022 and
increase to 7% by the end of a one-year forecast period. At the end of the
forecast period adjusted loss rates revert back to a historical rate over a one-
year period.
Current unemployment levels decrease to 3% in the first quarter of 2022
before increasing to 5% by the end of a one-year forecast period. At the end of
the forecast period adjusted loss rates revert back to a historical rate over a
one-year period.
Approximate increase to ACL
$
$21.5 million
%
34%
$10.5 million
16%
$2.1 million
3%
If facts and circumstances supported the Company’s utilization of more severe unemployment scenario other impacts to the
model would also be factored in which could result in a materially different estimate than that provided above.
Prepayment assumptions
Expected losses are calculated as the product of PD, LGD, and exposure at default (“EAD”). Expected losses are then
discounted using the loan or leases effective interest rate, adjusted for estimated prepayments. Changes to the prepayment
assumptions used would result in a different estimated ACL. To illustrate, if the weighted average prepayment assumption were
decreased by 25%, the ACL as of December 31, 2021 would increase by approximately $2.8 million or 4%.
Loan risk grade - qualitative adjustments
Historical loss information is adjusted for differences in current risk characteristics that are not considered within the
quantitative modeling process of the ACL but are relevant in assessing the expected credit losses. These qualitative
adjustments include risk grades, delinquency levels, pool age, portfolio mix & growth rates and the status of servicing efforts
that may be impacted by natural disasters or health pandemics. As indicated above, the loan risk grading process generally has
the most significant impact on the ACL. Accordingly, the Company’s internal risk rating system and resulting loss estimates are
highly dependent on the accuracy for the risk rating assigned to each loan and lease. The inherent imprecision in the risk rating
system resulting from inaccuracy in assigning and/or entering risk ratings in the loan accounting system is monitored by the
Company’s internal and external asset quality review functions. Changes to internal risk ratings, would result in a different
estimated allowance for credit losses. To illustrate, if all loans in the Company’s five largest industry verticals ($1.2 billion or
44% of unguaranteed held for investment loans not accounted for under the fair value option) were adjusted down by one risk
grade (e.g., RG 4 to RG 5) across all pools, the ACL as of December 31, 2021 would increase by approximately $7.1 million or
11%.
Other Considerations
While management utilizes its best judgment and information available, the ultimate adequacy of our ACL is dependent upon a
variety of factors beyond our control, including the performance of our portfolios, the economy, changes in interest rates and
the view of the regulatory authorities toward classification of assets. See Note 3. Loans and Leases Held for Investment and
Credit Quality in the notes to consolidated financial statements for further details of the factors considered by the Company in
estimating the necessary level of the ACL.
Valuation of loans accounted for under the fair value option
Loans accounted for under the fair value option involve estimation for credit risk, market liquidity, and economic condition
impacts using factors that are beyond management’s control.
Credit risk
The credit element of the loan fair value mark is estimated using the same DCF model discussed above relative to ACL
calculations with key inputs requiring significant judgement and assumptions being: 1) selection of economic forecast, 2)
prepayment assumptions, and 3). application of qualitative factors, the most significant of which is related to the loan risk
grading process.
63
Economic forecast
To illustrate, absent any other changes in the model, if the Company selected the severe, moderate, or mild scenarios as
described above, the credit mark for fair value loans at December 31, 2021 would have increased by approximately $3.4 million
or 15%, $1.7 million or 8%, and $439 thousand or 2%, respectively. If facts and circumstances supported the Company’s
utilization of more severe unemployment scenario other impacts to the model would also be factored in which could result in a
materially different estimated than that provided above.
Prepayment assumptions
Expected losses are calculated as the product of PD, LGD, and exposure at default (“EAD”). Expected losses are then
discounted using the loan or leases effective interest rate, adjusted for estimated prepayments. Changes to the prepayment
assumptions used would result in a different estimated fair value mark. To illustrate, if the weighted average prepayment
assumption were decreased by 25%, the fair value mark as of December 31, 2021 would increase by approximately $893
thousand or 4%.
Loan risk grade - qualitative adjustments
To illustrate, if all loans in the Company’s five largest industry verticals ($185.4 million or 32% of unguaranteed held for
investment loans accounted for under the fair value option) were adjusted down by one risk grade (e.g., RG 4 to RG 5) across
all pools, the fair value mark as of December 31, 2021 would increase by $888 thousand or 4%.
Market risk
Market liquidity and economic condition adjustments are estimated using the sale prices of similar loans based on yield, term
and asset size. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more
information becomes available.
Other Considerations
See Note 10. Fair Value of Financial Instruments in the notes to consolidated financial statements for further details of the
factors considered by management in estimating the fair value of loans. In the first quarter of 2021, the Company chose not to
elect the fair value for all retained participating interests arising from new government guaranteed loan sales.
Valuation of servicing assets
The fair value of servicing assets is based on market prices for comparable servicing contracts, when available, or alternatively,
is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model
incorporates assumptions that market participants would use in estimating future net servicing income, such as adequate
compensation for servicing, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds
and default rates and losses, with the prepayment speed being one of the most sensitive assumptions. Changes to these
assumptions can have a material impact on the valuation of the servicing assets.
Yield curve rates are considered a significant assumption in the valuation of servicing rights and an analysis of sensitivity is
reflected in the section captioned “Noninterest Income” elsewhere in this discussion. See also Note 5. Servicing Assets in the
notes to consolidated financial statements for further details of the factors considered by the Company in estimating the fair
value servicing assets.
Non-GAAP Measures
Some of the financial measures included in our selected historical consolidated financial data and elsewhere in this Annual
Report are not measures of financial performance recognized by GAAP. These non-GAAP financial measures are: “tangible
shareholders’ equity;” “tangible assets;” “tangible shareholders’ equity to tangible assets;” “tangible book value per share;”
“efficiency ratio;” “non-GAAP net income;” “noninterest income, non-GAAP;” “noninterest expense, non-GAAP;” “income
before taxes, non-GAAP;” and “income tax (benefit) expense, non-GAAP.” Management uses these non-GAAP financial
measures in its analysis of the Company’s performance.
•
“Tangible shareholders’ equity” is total shareholders’ equity less goodwill and other intangible assets. Management has
not considered loan servicing rights as an intangible asset for purposes of this calculation.
64
•
•
•
•
•
•
•
•
•
“Tangible assets” is total assets less goodwill and other intangible assets. Management has not considered loan
servicing rights as an intangible asset for purposes of this calculation.
“Tangible shareholders’ equity to tangible assets” is defined as the ratio of shareholders’ equity less goodwill and other
intangible assets, divided by total assets less goodwill and other intangible assets. Management believes this measure
is important because it shows relative changes from period to period in equity and total assets, each exclusive of
changes in intangible assets. Management has not considered loan servicing rights as an intangible asset for purposes
of this calculation.
“Tangible book value per share” is defined as total equity reduced by goodwill and other intangible assets divided by
total common shares outstanding. Management believes this measure is important because it shows changes from
period to period in book value per share exclusive of changes in intangible assets. Management has not considered
loan servicing rights as an intangible asset for purposes of this calculation.
“Efficiency ratio” is defined as total noninterest expense divided by the sum of net interest income and noninterest
income less gain on sale of investment securities available-for-sale, net. Management believes this measure is
important as an indicator of productivity because it shows the amount of noninterest expense that was required to
generate a dollar of revenue. While the efficiency ratio is a measure of productivity, its value reflects the unique
attributes of the “high-touch business model” the Company employs.
“Non-GAAP net income” is defined as net income adjusted to exclude significant non-routine sources of income and
uses of expenses and an estimated corporate income tax expense across all periods being compared. Management
believes these measures are important as they allow for an evaluation of the core profitability of the Company's
business.
“Noninterest income, non-GAAP” is defined as noninterest income adjusted to exclude significant non-routine sources
of income, including gain on sale of aircraft. Management believes these measures are important as they allow for an
evaluation of the core profitability of the Company's business.
“Noninterest expense, non-GAAP” is defined as noninterest expense adjusted to exclude significant non-routine uses
of expenses, including loss on sale of aircraft and impairment on aircraft held for sale. Management believes these
measures are important as they allow for an evaluation of the core profitability of the Company's business.
“Income before taxes, non-GAAP” is defined as income before taxes adjusted to exclude significant non-routine
sources of income and uses of expenses as discussed above. Management believes these measures are important as
they allow for an evaluation of the core profitability of the Company's business.
“Income tax expense (benefit), non-GAAP” is defined as income tax expense adjusted to exclude significant non-
routine sources of income or uses of expenses discussed above. Management believes these measures are important as
they allow for an evaluation of the core profitability of the Company's business.
65
The Company believes these non-GAAP financial measures provide useful information to management and investors that is
supplementary to the financial condition, results of operations and cash flows computed in accordance with GAAP; however,
the Company acknowledges that non-GAAP financial measures have a number of limitations. As such, you should not view
these measures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-
GAAP financial measures that other companies use. The following table provides a reconciliation of these non-GAAP financial
measures to the most closely related GAAP measure.
Total shareholders' equity
Less:
Goodwill
Other intangible assets
Tangible shareholders' equity (a)
Shares outstanding (c)
Total assets
Less:
Goodwill
Other intangible assets
Tangible assets (b)
Tangible shareholders' equity to tangible assets (a/b)
Tangible book value per share (a/c)
Efficiency ratio:
Noninterest expense (d)
Net interest income
Noninterest income
Less: gain on sale of investment securities available-for-sale, net
Adjusted operating revenue (e)
2021
715,133 $
Years Ended December 31,
2020
567,850 $
2019
532,386
1,797
2,026
711,310 $
1,797
2,179
563,874 $
—
—
532,386
$
$
43,619,070 42,452,446 40,316,974
$
8,213,393 $
7,872,303 $
4,812,828
1,797
2,026
8,209,570 $
1,797
2,179
7,868,327 $
—
—
4,812,828
8.66 %
16.31 $
7.17 %
13.28 $
11.06 %
13.20
230,987 $
296,785
160,200
—
456,985 $
192,676 $
194,723
86,000
1,880
278,843 $
164,924
140,082
63,519
620
202,981
$
$
$
$
Efficiency ratio (d/e)
50.55 %
69.10 %
81.25 %
66
Reconciliation of net income to non-GAAP net income:
Net income
(Gain) loss on sale of aircraft
Impairment on aircraft held for sale
Income tax effects and adjustments for non-GAAP items*
Non-GAAP net income
* Estimated at 24.0%
Non-GAAP earnings per share:
Basic
Diluted
Weighted-average shares outstanding:
Basic
Diluted
Reconciliation of financial statement line items as reported to
non-GAAP:
Noninterest income, as reported
Gain on sale of aircraft
Noninterest income, non-GAAP
Noninterest expense, as reported
Loss on sale of aircraft
Impairment on aircraft held for sale
Noninterest expense, non-GAAP
Income before taxes, as reported
(Gain) loss on sale of aircraft
Impairment on aircraft held for sale
Income before taxes, non-GAAP
2021
Years Ended December 31,
2020
2019
166,995 $
(114 )
—
27
166,908 $
59,543 $
6
1,263
(305 )
60,507 $
18,034
(357 )
—
86
17,763
3.87 $
3.70 $
1.49 $
1.45 $
0.44
0.43
43,169,935
45,071,304
40,677,496
41,771,250
40,222,758
41,053,514
160,200 $
(114 )
160,086
86,000 $
—
86,000
63,519
(357 )
63,162
$
$
$
$
$
230,987
—
—
230,987
210,788
(114 )
—
210,674
192,676
(6 )
(1,263 )
191,407
47,389
6
1,263
48,658
164,924
—
—
164,924
23,465
(357 )
—
23,108
5,431
(86 )
5,345
Income tax expense (benefit), as reported
Income tax effects and adjustment for non-GAAP items
Income tax expense (benefit), non-GAAP
$
43,793
(27 )
43,766 $
(12,154 )
305
(11,849 ) $
67
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk is a significant market risk and can result from timing and volume differences in the repricing of rate-sensitive
assets and liabilities, widening or tightening of credit spreads, changes in the general level of market interest rates and changes
in the shape and level of market yield curves. The Company manages the interest rate sensitivity of interest-bearing liabilities
and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Management
of interest rate risk is carried out primarily through strategies involving available-for-sale securities, loan and lease portfolio,
and available funding sources.
The Company has an Asset/Liability Committee to communicate, coordinate and control all aspects involving interest rate risk
management. The Asset/Liability Committee, which includes three members of our board of directors, establishes and monitors
the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding
sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals. Adherence to relevant
policies is monitored on an ongoing basis by the Asset/Liability Committee.
The Company has a total cumulative gap in interest-earning assets and interest-bearing liabilities of 4.55% as of December 31,
2021, indicating that, overall, assets will reprice before liabilities during the expected life of the instruments. Cumulative gap is
a useful measure to monitor balance sheet match-funding, yet economic value of equity and net interest income simulations,
discussed below, are more useful in understanding potential impacts to earnings from a change in interest rates.
The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest
rate sensitive.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice
within that time period. The Company analyzes interest rate sensitivity position to manage the risk associated with interest rate
movements through the use of two simulation models: economic value of equity (“EVE”) and net interest income (“NII”)
simulations. The EVE simulation provides a long-term view of interest rate risk because it analyzes all of the Company’s future
cash flows. EVE is defined as the present value of the Company’s assets, less the present value of its liabilities, adjusted for any
off-balance sheet items. The results show a theoretical change in the economic value of shareholders’ equity as interest rates
change.
EVE and NII simulations are completed routinely and presented to the Asset/Liability Committee. The simulations provide an
estimate of the impact of changes in interest rates on equity and net interest income under a range of assumptions. The
numerous assumptions used in the simulation process are provided to the Asset/Liability Committee on at least an annual basis.
Changes to these assumptions can significantly affect the results of the simulation. The simulation incorporates assumptions
regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in
spreads between different market rates. The simulation analysis incorporates management’s current assessment of the risk that
pricing margins will change adversely over time due to competition or other factors.
Simulation analysis is only an estimate of interest rate risk exposure at a particular point in time. The Company continually
reviews the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding
requirements of rate sensitive liabilities.
68
The table below sets forth an approximation of the Company’s NII sensitivity exposure for the 12-month periods ending
December 31, 2022 and 2023 and the Company’s EVE sensitivity at December 31, 2021. The simulation uses projected
repricing of assets and liabilities at December 31, 2021 on the basis of contractual maturities, anticipated repayments and
scheduled rate adjustments. Critical model assumptions such as loan and investment prepayment rates, deposit decay rates,
deposit betas and lags and assumed replacement pricing can have a significant impact on interest income simulation. A static
balance sheet is maintained to remove volume considerations and to place the focal point on the rate sensitivity of the
Company’s balance sheet. While management believes such assumptions to be reasonable, approximate actual future activity
may differ from the results shown below as it will include growth considerations and management actions to mitigate the
impacts of changing interest rates on the balance sheet’s earnings profile.
Basis Point ("bp") Change in
Interest Rates
+400
+300
+200
+100
-100
Estimated Increase/Decrease
in Net Interest Income
12 Months Ending
December 31, 2022
5.2%
3.9
2.5
1.2
(7.7)
12 Months Ending
December 31, 2023
4.1%
3.0
1.9
0.8
(9.4)
Estimated
Percentage Change in EVE
As of
December 31, 2021
(35.4)%
(27.1)
(18.0)
(8.8)
4.8
Rates are increased instantaneously at the beginning of the projection. The Company is slightly asset sensitive in the initial year,
as the Company’s large variable rate loan portfolio reprices the full amount of the assumed change in interest rates, while the
large retail savings and short-term retail certificates of deposits portfolio will reprice with an assumed beta. Annually, the
Company’s retail certificate of deposits portfolio has a significant maturity event in the first half of the year. The Company is
slightly asset sensitive in the second year of the projection due to interest rates increasing or decreasing for the full year, the
Company’s loan portfolio continuing to reprice, and also due to the other assumptions used in the analysis as noted previously.
Interest rates do not normally move all at once or evenly over time, but management believes that the analysis is useful to
understanding the potential direction and magnitude of net interest income changes due to changing interest rates.
The EVE analysis shows that the Company would theoretically lose market value in a rising rate environment. The favorable
EVE change resulting from the loan and lease portfolio in a rising rate analysis is more than offset by the devaluation of the
interest-bearing liabilities. This is largely driven by the Company’s longer asset duration, primarily consisting of investments
and loans, versus the shorter duration of its funding portfolio, primarily consisting of retail savings and short-term retail
certificates of deposits. Increased fixed rate loan production in 2020 and 2021 versus prior years, given the historical low
market rate environment, has also been a significant driver in the model results.
69
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
70
Report of Independent Registered Public Accounting Firm
Shareholders and the Board of Directors
Live Oak Bancshares, Inc.
Wilmington, North Carolina
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Live Oak Bancshares, Inc. (the “Company”) as of December
31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and
cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as
the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 24, 2022, expressed an unqualified opinion thereon.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for its
allowance for credit losses effective January 1, 2020, due to the adoption of Accounting Standards Update No. 2016-13,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13").
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
DHG is registered in the U.S. Patent and Trademark Office to Dixon Hughes Goodman LLP.
71
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the Audit and Risk Committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses (ACL)
The Company’s allowance for credit losses (ACL) for expected credit losses on loans and leases was $63.6 million as of
December 31, 2021. The determination of the ACL represents a critical accounting estimate. The ACL is based on historical
experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the
significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of
an organization’s portfolio. As further described in Notes 1, 3, and 10 to the consolidated financial statements, the Company
estimates its ACL on a pooled basis for loans and leases that share risk characteristics and on an individual basis for those that
do not. For those evaluated on a pooled basis, the Company’s historical credit loss experience, adjusted for differences in
current risk characteristics and combined with reasonable and supportable forecasts, supports the underlying assumptions for
the estimation of a quantitative component of the ACL. In addition, there is a qualitative factor component of the ACL based
on additional internal and external indicators. The Company estimates reserves on individually evaluated loans and leases using
a discounted cash flow methodology or through the evaluation of collateral values. The estimation of the ACL is inherently
subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
We identified the Company’s estimate of the ACL as a critical audit matter. The principal considerations for that determination
were the degree of subjectivity and judgment required to audit management’s identification of individually evaluated loans and
leases and quantification of the related ACL, management’s selection of assumptions for both the quantitative and qualitative
factor components of the ACL for the pooled loans and leases and our use of an auditor’s specialist. This was particularly true
for the areas considered by management in establishing the qualitative factors, as well as the level assigned by management to
each qualitative factor.
The primary procedures we performed to address this critical audit matter included the following:
• We evaluated the design and tested the operating effectiveness of controls relating to management’s determination of the
ACL, including controls over:
o The credit administration function to ensure the timely and complete identification of individually evaluated
loans and leases;
o Management’s review of portfolio trends that might impact the calculation of the ACL, and;
o Management’s review of the ACL, including the review of the qualitative components of the ACL.
• We tested the completeness of the individually evaluated loan and lease population, including testing the modifications for
potential troubled debt restructurings, substandard or worse rated loans and leases, non-accrual loans and leases and past
due loans and leases.
• We tested the calculation of losses on a sample of identified individually evaluated loans and leases, including assessing the
reasonableness of the significant assumptions including any adjustments made to appraisals for discounts, selling costs and
other unobservable adjustments.
• We involved the firm’s internal valuation specialists to assist in:
o Evaluating the appropriateness of forecast inputs and assumptions, and;
o Testing the design of the model calculation through a re-performance of the discounted cash flow on a sample
basis.
• We evaluated the reasonableness of management’s application of qualitative factor adjustments to the ACL, including the
comparison of factors considered by management to third party or internal sources as well as evaluated the appropriateness
and level of the qualitative factor adjustments.
• We assessed the overall trends in credit quality by comparing the Company’s year-over-year and quarterly changes in
qualitative factors and the ACL.
• We evaluated subsequent events and transactions and considered whether they corroborated or contradicted the Company’s
conclusion.
72
Loans Held at Fair Value
As described in Notes 1 and 10 to the Consolidated Financial Statements, the Company had $25.3 million of loans held for sale
and $645.2 million of loans held for investment as of December 31, 2021, representing retained participating interests of
government guaranteed loans for which management elected the fair value option. The valuation of loans accounted for under
the fair value option represents a critical accounting estimate. The fair values of loans are determined by discounting estimated
cash flows and incorporating measurements of probability of default, loss given default, prepayments, estimated outstanding
exposure at default, and the effective interest rate. If the loan is collateral dependent, the fair value is determined based on the
difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair
value of the loan’s collateral is determined by appraisal, independent valuation, or management’s estimation of fair value,
which is then adjusted for the cost related to the liquidation of the collateral.
We identified the Company’s estimate of the fair value of loans for which the fair value option has been elected as a critical
audit matter. The principal considerations for that determination were the high degree of subjectivity and auditor judgment
required to assess the reasonableness of the assumptions, particularly as it relates to the qualitative factor adjustments,
calculations in the valuation model related to the credit component of fair value, and our use of an auditor’s specialist.
The primary procedures we performed to address this critical audit matter included the following:
• We obtained an understanding of the Company’s process for establishing the fair value measurement, including the
implementation of the model and basis for development and related adjustments of the qualitative factor components for
the credit risk.
• We evaluated the design and tested the operating effectiveness of controls relating to the determination of the discount
related to the credit risk, including management’s assessment of the adjustments applied to determine the qualitative
component.
• We involved the firm’s internal valuation specialists to assist in:
o Evaluating the appropriateness of forecast inputs and assumptions, and;
o Testing the design of the model calculation through a re-performance of the discount on a sample of loans under
the fair value option.
Servicing Assets
The Company’s servicing assets were $33.6 million as of December 31, 2021. As described within Notes 1, 5, and 10 to the
consolidated financial statements, the Company recognizes servicing assets, which represent the portion of the servicing spread
that exceeds adequate compensation for the servicing function of the sold portion of loans originated by the Company. The
valuation of the servicing asset represents a critical accounting estimate. Servicing assets are carried at fair value with changes
in the fair value reported in loan servicing asset revaluation within the consolidated statements of income. The determination of
fair value of the servicing asset is based on a valuation model that incorporates assumptions such as adequate compensation for
servicing, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates
and losses. The fair value of servicing rights is sensitive to changes in underlying assumptions. Changes in prepayment speed
assumptions have the most significant impact on the fair value of servicing rights.
We identified the Company’s valuation of the servicing asset as a critical audit matter. The principal considerations for that
determination were the high degree of auditor judgment required to assess the reasonableness of certain assumptions used in the
valuation model and our use of an auditor’s specialist. For instance, prepayment speeds and default rates are unobservable
inputs developed using proprietary information from management’s internal valuation specialists’ database. In particular, the
assumptions around prepayment speeds are the most subjective and provide the most sensitivity to the servicing rights.
The primary audit procedures we performed to address this critical audit matter included the following:
• We evaluated the design and tested the operating effectiveness of controls relating to the valuation of servicing assets,
including controls over:
o Management’s valuation model, which is designed to ensure the completeness and accuracy of data used in the
model, and;
o The determination of significant inputs and assumptions, including unobservable inputs such as prepayment
speeds, used in the model.
73
• We involved the firm’s internal valuation specialists to assist in:
o Evaluating the methodologies and assumptions used by management, including assessing the reasonableness of
significant unobservable inputs and assumptions of the valuation model including prepayment speeds, and;
o Independently calculating the discounted cash flows at the individual loan level for a sample of loans and
comparing to management’s estimate.
• We assessed the overall trends for the discount rate, prepayment speed, and servicing asset to compare the quarterly
change, over a twelve-quarter period, and how the Company’s discount rate assumptions compared to observable market
interest rate trends.
/S/ DIXON HUGHES GOODMAN LLP
We have served as the Company's auditor since 2010.
Raleigh, North Carolina
February 24, 2022
74
Report of Independent Registered Public Accounting Firm
Shareholders and the Board of Directors
Live Oak Bancshares, Inc.
Wilmington, North Carolina
Opinion on Internal Control Over Financial Reporting
We have audited Live Oak Bancshares, Inc’s (the “Company”) internal control over financial reporting as of December 31,
2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of December 31, 2021 and 2020, and for each of the three
years in the period ended December 31, 2021, and our report dated February 24, 2022, expressed an unqualified opinion on
those consolidated financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company's assets that could have a material effect on the financial statements.
DHG is registered in the U.S. Patent and Trademark Office to Dixon Hughes Goodman LLP.
75
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/S/ DIXON HUGHES GOODMAN LLP
Raleigh, North Carolina
February 24, 2022
76
Live Oak Bancshares, Inc.
Consolidated Balance Sheets
(Dollars in thousands)
Assets
Cash and due from banks
Federal funds sold
Certificates of deposit with other banks
Investment securities available-for-sale
Loans held for sale (includes $25,310 and $36,111 measured at fair value,
respectively)
Loans and leases held for investment (includes $645,201 and $815,374
measured at fair value, respectively)
Allowance for credit losses on loans and leases
Net loans and leases
Premises and equipment, net
Foreclosed assets
Servicing assets
Other assets
Total assets
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest-bearing
Interest-bearing
Total deposits
Borrowings
Other liabilities
Total liabilities
Shareholders’ equity
Preferred stock, no par value, 1,000,000 authorized, none issued or outstanding
at December 31, 2021 and December 31, 2020
Class A common stock, no par value, 100,000,000 shares authorized,
43,494,046 and 41,344,689, shares issued and outstanding at December 31,
2021 and December 31, 2020, respectively
Class B common stock, no par value, 10,000,000 shares authorized,
125,024 and 1,107,757 shares issued and outstanding at December 31, 2021
and December 31, 2020, respectively
Retained earnings
Accumulated other comprehensive income
Total shareholders’ equity
Total liabilities and shareholders’ equity
See Notes to Consolidated Financial Statements
December 31,
2021
December 31,
2020
$
187,203
16,547
4,750
906,052
297,167
21,153
6,500
750,098
1,116,519
1,175,470
5,521,262
(63,584 )
5,457,678
240,196
620
33,574
250,254
8,213,393
89,279
7,022,765
7,112,044
318,289
67,927
7,498,260
$
$
5,144,930
(52,306 )
5,092,624
259,267
4,155
33,918
231,951
7,872,303
75,287
5,637,541
5,712,828
1,542,093
49,532
7,304,453
—
—
310,970
298,890
1,324
400,893
1,946
715,133
8,213,393
$
11,729
235,724
21,507
567,850
7,872,303
$
$
$
$
77
$
Live Oak Bancshares, Inc.
Consolidated Statements of Income
(Dollars in thousands, except per share data)
Interest income
Loans and fees on loans
Investment securities, taxable
Other interest earning assets
Total interest income
Interest expense
Deposits
Borrowings
Total interest expense
Net interest income
Provision for loan and lease credit losses
Net interest income after provision for loan and lease credit losses
Noninterest income
Loan servicing revenue
Loan servicing asset revaluation
Net gains on sales of loans
Net gain (loss) on loans accounted for under the fair
value option
Equity method investments income (loss)
Equity security investments gains (losses), net
Gain on sale of investment securities available-for-sale, net
Lease income
Management fee income
Other noninterest income
Total noninterest income
Noninterest expense
Salaries and employee benefits
Travel expense
Professional services expense
Advertising and marketing expense
Occupancy expense
Data processing expense
Equipment expense
Other loan origination and maintenance expense
Renewable energy tax credit investment impairment
FDIC insurance
Other expense
Total noninterest expense
Income before taxes
Income tax expense (benefit)
Net income
Basic earnings per share
Diluted earnings per share
See Notes to Consolidated Financial Statements
$
$
$
78
2021
Years Ended December 31,
2020
2019
347,738 $
12,533
942
361,213
59,740
4,688
64,428
296,785
15,210
281,575
25,219
(11,726 )
67,280
4,257
(1,716 )
44,752
—
10,263
6,378
15,493
160,200
124,932
5,809
15,135
5,002
8,423
18,181
17,950
13,529
3,187
7,070
11,769
230,987
210,788
43,793
166,995 $
3.87 $
3.71 $
270,770 $
15,016
2,622
288,408
89,726
3,959
93,685
194,723
40,658
154,065
26,600
(9,958 )
49,473
(13,083 )
(14,691 )
14,909
1,880
10,508
6,352
14,010
86,000
112,525
3,451
6,359
3,510
8,757
12,344
17,603
10,790
—
7,473
9,864
192,676
47,389
(12,154 )
59,543 $
1.46 $
1.43 $
207,836
15,345
4,799
227,980
87,897
1
87,898
140,082
15,212
124,870
28,034
(16,581 )
29,002
7,408
(7,889 )
3,532
620
9,655
1,742
7,996
63,519
90,634
6,921
6,859
5,936
8,116
9,265
16,327
9,272
602
3,447
7,545
164,924
23,465
5,431
18,034
0.45
0.44
Live Oak Bancshares, Inc.
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Net income
Other comprehensive (loss) income before tax:
Net unrealized (loss) gain on investment securities arising during the
period
Reclassification adjustment for gain on sale of securities available-
for-sale included in net income
Other comprehensive (loss) income before tax
Income tax benefit (expense)
Other comprehensive (loss) income, net of tax
Total comprehensive income
See Notes to Consolidated Financial Statements
2021
Years Ended December 31,
2020
2019
$
166,995 $
59,543 $
18,034
(25,738 )
14,752
18,252
—
(25,738 )
6,177
(19,561 )
147,434 $
(1,880 )
12,872
(3,089 )
9,783
69,326 $
(620 )
17,632
(4,231 )
13,401
31,435
$
79
Live Oak Bancshares, Inc.
Consolidated Statements of Changes in Shareholders’ Equity
(Dollars in thousands, except per share data)
Common stock
Shares
Balance at December 31, 2018
Net income
Other comprehensive income
Issuance of restricted stock
Tax withholding related to vesting of
restricted stock and other
Employee stock purchase program
Non-voting common stock converted to
voting common stock in private sale
Stock option exercises
Stock option based compensation expense
Restricted stock expense
Cumulative effect of accounting change
for Accounting Standards Update 2016-02
Cash dividends ($0.12 per share)
Balance at December 31, 2019
Net income
Other comprehensive income
Issuance of restricted stock
Tax withholding related to vesting of
restricted stock and other
Employee stock purchase program
Non-voting common stock converted to
voting common stock in private sale
Cumulative effect of accounting change for
Accounting Standards Update 2016-13
Stock option exercises
Stock option based compensation expense
Restricted stock expense
Issuance of common stock in connection with
acquisition of wholly-owned subsidiary
Cash dividends ($0.12 per share)
Balance at December 31, 2020
Net income
Other comprehensive loss
Issuance of restricted stock
Tax withholding related to vesting of
restricted stock and other
Employee stock purchase program
Non-voting common stock converted to
voting common stock in private sale
Stock option exercises
Stock option based compensation expense
Restricted stock expense
Transfer from retained earnings to other assets
for pro rata portion of equity method investee
stock compensation expense
Repurchase and retirement of shares securing a
note receivable
Cash dividends ($0.12 per share)
Balance at December 31, 2021
See Notes to Consolidated Financial Statements
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Total
equity
Class B
Amount
Class A
35,512,262 4,643,530 $ 328,113 $ 167,124 $
— 18,034
—
—
—
—
—
—
—
—
—
61,121
—
29,493
—
—
(409 )
437
—
1,727,999 (1,727,999 )
508
—
—
1,723
— 10,025
70,568
—
—
—
—
—
—
—
—
—
—
—
—
(66 )
—
(4,827 )
—
37,401,443 2,915,531 $ 340,397 $ 180,265 $
— 59,543
—
—
—
—
—
—
—
—
—
1,510,066
(1,677 ) $ 493,560
— 18,034
13,401 13,401
—
—
—
—
(409 )
437
—
—
508
—
—
1,723
— 10,025
—
—
(66 )
(4,827 )
11,724 $ 532,386
— 59,543
9,783
—
9,783
—
—
39,253
— (49,229 )
520
—
—
—
— (49,229 )
520
—
1,807,774 (1,807,774 )
—
—
—
—
—
496,226
—
—
—
—
3,069
—
—
1,594
— 13,146
822
—
—
—
822
—
3,069
—
—
1,594
— 13,146
1,122
—
89,927
—
—
—
(4,906 )
—
41,344,689 1,107,757 $ 310,619 $ 235,724 $
— 166,995
—
—
—
—
—
—
—
—
—
453,127
—
—
1,122
(4,906 )
21,507 $ 567,850
— 166,995
(19,561 ) (19,561 )
—
—
—
13,674
— (19,151 )
670
—
—
982,733 (982,733 )
4,158
—
709,823
—
—
1,379
— 15,572
—
—
—
—
—
—
—
— (19,151 )
670
—
—
—
4,158
—
—
1,379
— 15,572
—
—
—
3,360
—
3,360
(10,000 )
—
—
—
(5,186 )
—
43,494,046 125,024 $ 312,294 $ 400,893 $
(953 )
—
—
—
(953 )
(5,186 )
1,946 $ 715,133
80
Live Oak Bancshares, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash used by
operating activities:
Depreciation and amortization
Provision for loan and lease credit losses
Amortization of premium on securities, net of accretion
Deferred tax expense (benefit)
Originations of loans held for sale
Proceeds from sales of loans held for sale
Net gains on sale of loans held for sale
Net (gain) loss on sale of foreclosed assets
Net (gain) loss on loans accounted for under fair value option
Net decrease in servicing assets
Gain on sale of investment securities available-for-sale, net
Net (gain) loss on sale or disposal of long lived asset
Net (gain) loss on disposal of premises and equipment
Impairment on premises and equipment, net
Equity method investments (income) loss
Equity security investments (gains) losses, net
Renewable energy tax credit investment impairment
Stock option based compensation expense
Restricted stock expense
Stock based compensation expense excess tax benefit (shortfall)
Business combination contingent consideration fair value
adjustment
Changes in assets and liabilities:
Lease right-of-use assets and liabilities, net
Other assets
Other liabilities
Net cash used by operating activities
Cash flows from investing activities
Purchases of securities available-for-sale
Proceeds from sales, maturities, calls, and principal paydowns of
securities available-for-sale
Proceeds from SBA reimbursement/sale of foreclosed assets, net
Business combination, net of cash acquired
Maturities of certificates of deposit with other banks
Loan and lease originations and principal collections, net
Proceeds from sale of long lived asset
Proceeds from sale of equity security investment
Proceeds from sale of premises and equipment
Purchases of premises and equipment, net
Net cash used by investing activities
See Notes to Consolidated Financial Statements
2021
Years Ended December 31,
2020
2019
$
166,995 $
59,543 $
18,034
21,366
15,210
6,461
24,808
(1,364,168 )
1,092,222
(67,280 )
(779 )
(4,257 )
344
—
(114 )
(48 )
904
1,716
(44,752 )
3,187
1,379
15,572
9,340
21,688
40,658
3,359
(17,447 )
(1,183,152 )
875,393
(49,473 )
12
13,083
1,447
(1,880 )
6
38
1,263
14,691
(14,909 )
—
1,594
13,146
22,043
19,967
15,212
507
1,467
(1,005,165 )
457,533
(29,002 )
25
(7,408 )
12,276
(620 )
(357 )
109
—
7,889
(3,532 )
602
1,723
10,025
(125 )
99
163
—
(26 )
1,754
350
(119,717 )
42
(64,323 )
2,018
(260,997 )
126
14,298
3,896
(482,520 )
(428,246 )
(396,187 )
(253,100 )
240,093
6,786
—
1,750
8,824
8,988
15,000
84
(3,082 )
(149,803 )
197,527
5,282
(895 )
750
(2,414,016 )
9,063
—
4
(20,989 )
(2,619,461 )
111,290
796
—
—
(517,253 )
10,895
—
—
(37,197 )
(684,569 )
81
Live Oak Bancshares, Inc.
Consolidated Statements of Cash Flows (Continued)
(Dollars in thousands)
Cash flows from financing activities
Net increase in deposits
Proceeds from borrowings
Repayment of borrowings
Stock option exercises
Employee stock purchase program
Withholding cash issued in lieu of restricted stock and other
Repurchase and retirement of shares
Shareholder dividend distributions
Net cash provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning
Cash and cash equivalents, ending
Supplemental disclosure of cash flow information
Interest paid
Income tax paid (received), net
2021
Years Ended December 31,
2020
2019
1,399,216 $
602,848
(1,826,652 )
4,158
670
(19,151 )
(953 )
(5,186 )
154,950
(114,570 )
318,320
203,750 $
1,485,848 $
1,828,033
(285,954 )
3,069
520
(49,229 )
—
(4,906 )
2,977,381
96,923
221,397
318,320 $
1,074,909
—
(1,443 )
508
437
(409 )
—
(4,827 )
1,069,175
(97,914 )
319,311
221,397
66,844 $
19,722
91,801 $
11,486
87,280
(12,293 )
$
$
$
Supplemental disclosures of noncash operating, investing, and
financing activities
$
Unrealized holding (losses) gains on available-for-sale securities,
net of taxes
Transfers from loans and leases to foreclosed real estate and other
repossessions or SBA receivable
Net transfers between foreclosed real estate and SBA receivable
Transfer aircraft from premises and equipment, net to held for sale
assets
Transfer of loans held for sale to loans and leases held for investment
Transfer of loans and leases held for investment to loans held for sale
Transfer from retained earnings to other assets for pro rata portion of
equity method investee stock compensation expense
Accrued premises and equipment additions
Right-of-use assets obtained in exchange for lessee operating lease
liabilities
Equity method investment commitments
Equity security investment commitments
Business combination:
Assets acquired (excluding goodwill)
Liabilities assumed
Goodwill recorded
See Notes to Consolidated Financial Statements
(19,561 ) $
9,783 $
13,401
13,346
(1,643 )
16,091
252
19,105
(281 )
—
638,696
338,873
17,943
295,981
97,341
—
277,964
39,067
3,360
—
—
—
2,245
—
—
—
—
—
—
2,940
—
2,523
2,074
1,797
—
88
2,241
16,282
—
—
—
—
82
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 1. Organization and Summary of Significant Accounting Policies
Organization
Live Oak Bancshares, Inc. (collectively with its subsidiaries including Live Oak Banking Company, the “Company”) is a bank
holding company headquartered in Wilmington, North Carolina incorporated under the laws of North Carolina in December
2008. The Company conducts business operations primarily through its commercial bank subsidiary, Live Oak Banking
Company (the “Bank”). The Bank was organized and incorporated under the laws of the State of North Carolina on February
25, 2008 and commenced operations on May 12, 2008. The Bank has seven satellite sales offices across the United States. The
Bank specializes in lending and deposit related services to small businesses nationwide. The Bank identifies and extends
lending to credit-worthy borrowers both within specific industries, also called verticals, through expertise within those
industries, and more broadly to select borrowers outside of those industries. A significant portion of the loans originated by the
Bank are guaranteed by the Small Business Administration (“SBA”) under the 7(a) Loan Program and the U.S. Department of
Agriculture (“USDA”) Rural Energy for America Program (“REAP”), Water and Environmental Program (“WEP”) and
Business & Industry (“B&I”) loan programs.
The Company’s wholly owned subsidiaries are the Bank, Government Loan Solutions (“GLS”), Live Oak Grove, LLC
(“Grove”), Live Oak Ventures, Inc. (“Live Oak Ventures”), and Canapi Advisors, LLC (“Canapi Advisors”).
The Bank’s wholly owned subsidiaries are Live Oak Number One, Inc., Live Oak Clean Energy Financing LLC (“LOCEF”),
and Live Oak Private Wealth, LLC (“Live Oak Private Wealth”). Live Oak Number One, Inc. holds properties foreclosed on by
the Bank. LOCEF provides financing to entities for renewable energy applications and became a wholly owned subsidiary of
the Bank during the first quarter of 2019. Live Oak Private Wealth and its wholly owned subsidiary, Jolley Asset Management,
LLC (“JAM”), provide high-net-worth individuals and families with strategic wealth and investment management services. See
Business Combination discussion below for more information on the acquisition of JAM in 2020.
GLS is a management and technology consulting firm that advises and offers solutions and services to participants in the
government guaranteed lending sector. GLS primarily provides services in connection with the settlement, accounting, and
securitization processes for government guaranteed loans, including loans originated under the SBA 7(a) loan programs and
USDA guaranteed loans. The Grove provides Company employees and business visitors an on-site restaurant location. Live
Oak Ventures’ purpose is investing in businesses that align with the Company's strategic initiative to be a leader in financial
technology. Canapi Advisors provides investment advisory services to a series of funds focused on providing venture capital to
new and emerging financial technology companies.
The Company jointly formed 504 Fund Advisors, LLC (“504FA”) to serve as the investment adviser for the 504 Fund, a closed-
end mutual fund organized to invest in SBA section 504 loans. 504FA exited as advisor for the 504 Fund in May 2019 and the
Company subsequently dissolved this legal entity.
Basis of Presentation
Dollar amounts in all tables in the Notes to Consolidated Financial Statements have been presented in thousands, except
percentage, time period, stock option, share and per share data. The accounting and reporting policies of the Company and the
Bank follow United States generally accepted accounting principles (“GAAP”) and general practices within the financial
services industry. The following is a description of the significant accounting and reporting policies the Company follows in
preparing and presenting its consolidated financial statements.
The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated
financial statements were issued.
83
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Consolidation Policy
The consolidated financial statements include the financial statements of the Company and its directly and indirectly wholly
owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In addition,
the Company evaluates its relationships with other entities to identify whether they are variable interest entities and to assess
whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary,
then that entity is included in the consolidated financial statements. If an entity is not a variable interest entity, the Company
also evaluates arrangements in which there is a general partner or managing member to determine whether consolidation is
appropriate.
Unconsolidated investments where we have the ability to exercise significant influence over the operating and financial policies
of the respective investee are accounted for using the equity method of accounting; those that are not consolidated or accounted
for using the equity method of accounting are accounted for under equity security or fair value accounting. For the investments
accounted for under the equity method, the Company records its investment in non-consolidated affiliates and the portion of
income or loss in equity in income of non-consolidated affiliates. The Company periodically evaluates these investments for
impairment.
Variable Interest Entities
Variable interests are defined as contractual ownership or other interests in an entity that change with fluctuations in the fair
value of an entity's net asset value. The primary beneficiary consolidates the variable interest entity (“VIE”). The primary
beneficiary is defined as the enterprise that has both the power to direct the activities of the VIE that most significantly impact
the entity's economic performance and the obligation to absorb losses or the right to receive benefits that could be significant to
the VIE.
The Company has a limited interest in a partnerships that own and operate solar renewable energy projects which are accounted
for as an equity method investment. Over the course of the investments, the Company will receive federal and state tax credits,
tax-related benefits, and excess cash available for distribution, if any. The Company may be called to sell its interest in the
limited partnerships through a call option once all investment tax credits have been recognized.
This type of entity meets the criteria of a VIE; however, the Company is not the primary beneficiary of the entity, as the general
partner has both the power to direct the activities that most significantly impact the economic performance of the entities and
the obligation to absorb losses or the right to receive benefits that could be significant to the entity. While the partnership
agreement allows the Company to remove the general partner, this right is not deemed to be substantive as the general partner
can only be removed for cause.
The Company’s investment in the unconsolidated VIEs are carried in other assets on the consolidated balance sheet and the
Company’s unfunded capital and other commitments related to the unconsolidated VIEs are carried in other liabilities on the
consolidated balance sheet.
The Company’s maximum exposure to loss from unconsolidated VIEs includes the investment recorded on the Company’s
consolidated balance sheet, net of unfunded capital commitments and any impairment recognized, and previously recorded tax
credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project
level. While the Company believes the potential for losses from this investment is remote, the maximum exposure was
determined by assuming a scenario where related tax credits were recaptured.
The following table provides a summary of the tax-advantaged VIEs that the Company has not consolidated as of December 31,
2021 and 2020:
Investment carrying amount
Maximum exposure to loss
$
2021
2020
708 $
4,100
—
879
84
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Business Combinations
Business combinations are accounted for by applying the acquisition method in accordance with Accounting Standards
Codification (ASC) 805, Business Combinations. Under the acquisition method, identifiable assets acquired and liabilities
assumed, and any non-controlling interest in the acquiree at the acquisition date are measured at their fair values as of that date,
and are recognized separately from any resulting goodwill. Results of operations of the acquired entities are included in the
consolidated statements of income and comprehensive income from the date of acquisition. Any subsequent measurement-
period adjustments are recorded within 12 months of the acquisition date.
On April 1, 2020, the Company acquired 100% of the equity interests of JAM, a registered investment advisor based in Rocky
Mount, North Carolina. Goodwill, intangible assets and contingent consideration of $1.8 million, $2.3 million and $2.1 million,
respectively, were recorded by the Company as a result of this transaction. Intangible assets are almost entirely comprised of
customer relationships that are being amortized using the straight-line method over 15 years. As a result of this acquisition, the
Bank's wholly owned subsidiary Live Oak Private Wealth, expects to broaden service offerings to existing high-net-worth
individuals and families, attract new clients from an expanded footprint and benefit from economies of scale. The acquisition
did not materially impact the Company's financial position, results of operations or cash flows. Given the impact of the above
acquisition was immaterial to the Company and its results of operations, additional disclosures have not been included.
Business Segments
Operating segments are components of an enterprise about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
Management has determined that the Company has two significant operating segments: Banking and Fintech, as discussed more
fully in Note 16. Segments. In determining the appropriateness of segment definition, the Company considers the criteria of
ASC 280, Segment Reporting.
Use of Estimates
In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that
affect reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly
susceptible to significant change in the near term relate to the determination of the allowance for credit losses on loans and
leases, valuations of loans at fair value and servicing assets, restricted stock unit awards with market price conditions and
income taxes.
Cash and Cash Equivalents
For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as those
amounts included in the balance sheet caption “cash and due from banks” and “federal funds sold.” Cash and cash equivalents
have an initial maturity of three months or less.
To comply with banking regulations, the Company is required to maintain certain average cash reserve balances. The daily
average cash reserve requirement was suspended for the years ended December 31, 2021 and 2020.
Certificates of Deposit with other Banks
Certificates of deposit with other banks have maturities ranging from February 2022 through November 2023 and bear interest
at rates ranging from 0.20% to 3.55%. All investments in certificates of deposit are with FDIC insured financial institutions and
none exceed the maximum insurable amount of $250 thousand.
85
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Investments
Securities
Debt securities that management has the positive intent and ability to hold to maturity are classified as “held-to-maturity” and
recorded at amortized cost. Trading securities are recorded at fair value with changes in fair value included in earnings.
Securities not classified as held-to-maturity or trading are classified as “available-for-sale” and recorded at fair value.
Unrealized gains and losses for available-for-sale investment securities, other than certain credit-related impairment losses, are
excluded from earnings and reported in other comprehensive income. The Company’s entire portfolio for the periods presented
is classified as available-for-sale.
Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities.
Gains and losses on the sales of securities are typically recorded on the trade date and are determined using the specific
identification method.
Other
Other investments are generally non-marketable equity investments and are included in the other assets line in the consolidated
balance sheets while the impact is largely reflected in the equity method investments income (loss) and equity security
investments gains (losses), net line items on the consolidated statements of income. The Company generally accounts for other
investments either under the equity method or the provisions of ASC 321, Investments – Equity Securities (“equity securities”
or “equity security accounting”).
Investments through which there is significant influence but not control over the investee are accounted for under the equity
method. The determination of whether the Company has significant influence over an investee requires judgement based on the
facts and circumstances of each investment including level of ownership, power to control and legal structure. Significant
influence is generally presumed to exist in privately held companies where the Company owns at least 20%, or 5% for limited
partnerships or limited liability companies in certain circumstances, or circumstances where there is ability to exercise
significant influence over the investee’s operating and financial policies through board involvement or other influence. Under
the equity method, the Company recognizes its proportionate share of the results of operations of the investee based on most
current information available. In instances where cash distributions vary at different points and/or are not directly linked to the
Company’s ownership percentage, the investee’s net income or loss is allocated using the hypothetical liquidation at book value
(“HLBV”) method. The Company’s investment in Apiture, Inc. (“Apiture”) is accounted for under the HLBV method.
Investments through which the Company is not able to exercise significant influence over the investee are accounted for as
equity securities whereby investments are measured at fair value with changes in fair value recognized in net income, unless
those investments have no readily determinable fair value. Investments without a readily determinable fair value are measured
at cost minus impairment, if any, plus or minus changes in value resulting from observable price changes arising from orderly
transactions. Management considers a range of factors when adjusting the fair value of these investments, including, but not
limited to, the term and nature of the investment, market conditions, values for comparable securities, current and projected
operating performance, exit strategies, financing transactions subsequent to the acquisition of the investment and a discount for
certain investments that have lock-up restrictions or other features that indicate a discount to fair value is warranted.
86
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Impairment
Available for Sale Securities
In 2020 and 2021, after adoption of ASC 326, discussed more fully under Allowance for Credit Losses (“ACL”)
When debt securities are in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely
than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding
intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. Debt
securities that do not meet the aforementioned criteria are evaluated to determine whether the decline in fair value has resulted
from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than
amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the
security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be
collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected
to be collected from the security is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit
loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded
through an ACL is recognized in other comprehensive income. Changes in the ACL are recorded as provision for (or reversal
of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an
available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Management has made the accounting policy election to exclude accrued interest receivable on available-for-sale debt securities
from the estimate of credit losses. Securities are charged-off against the allowance or, in the absence of any allowance, written
down through income when deemed uncollectible by management or when either of the aforementioned criteria regarding
intent or requirement to sell is met.
In 2019, prior to adoption of ASC 326
At each reporting date, the Company evaluates each investment in a loss position for other than temporary impairment. The
Company evaluates declines in market value below cost for debt securities by assessing the likelihood of selling the security
prior to recovering its cost basis. If the Company intends to sell the debt security or it is more-likely-than-not that the Company
will be required to sell the debt security prior to recovering its cost basis, the Company will write down the security to fair
value with the full charge recorded in earnings. If the Company does not intend to sell the debt security and it is not more-
likely-than-not that the Company will be required to sell the debt security prior to recovery, the security will not be considered
other-than-temporarily impaired unless there are credit losses associated with the security. In that case: (1) where credit losses
exist, the portion of the impairment related to those credit losses is recognized in earnings; (2) any remaining difference
between the fair value and the cost basis should be recognized as part of other comprehensive income.
Equity Securities
For equity securities not accounted for at fair value, any impairment is recognized with the full charge recorded in earnings. To
determine whether such equity security is impaired, the Company considers various indicators of impairment, including (1) the
length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects
of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to
allow for any anticipated recovery in fair value.
Federal Home Loan Bank Stock
Membership in the Federal Home Loan Bank of Atlanta (“FHLB”) requires ownership of FHLB stock. FHLB stock is restricted
because it may only be sold to the FHLB and all sales must be at par. FHLB stock is carried at cost minus impairment, if any,
and is recorded within other assets in the consolidated balance sheets. FHLB stock was $3.9 million and $4.3 million at
December 31, 2021 and 2020, respectively.
87
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Loans and Leases
Fair Value Option
Management evaluates retained participating interests in government guaranteed loans for the fair value option election. Those
loans for which the fair value option is elected are measured at fair value and are classified as either Held for Sale and Held for
Investment, as outlined below. Interest income is recognized in the same manner on loans reported at fair value as on non-fair
value loans, except in regard to origination fees and costs which are recognized immediately upon fair value election. The
changes in fair value of loans are reported in noninterest income. Fair value of loans includes adjustments for historical credit
losses, market liquidity, and economic conditions.
The historical credit loss adjustment is estimated using a discounted cash flow (“DCF”) methodology for each loan which
incorporates measurements of (i) probability of default (“PD”), which is the likelihood a loan or lease will stop performing, (ii)
loss given default (“LGD”), which is the expected loss rate for loans or leases in default, (iii) prepayments, (iv) the estimated
outstanding exposure at default (“EAD”), and (v) the effective interest rate (“EIR”). PD rates are calculated using the number of
defaults divided by the number of loans available to default for 1-year observation periods over the lifetime of data available for
a certain pool. LGD rates are calculated by dividing the lifetime net charge-offs for each pool by the pool’s average outstanding
balance. PD and LGD rates are adjusted for forecasted national unemployment rates during a reasonable and supportable
forecast period. Management has determined that four quarters represents a reasonable and supportable forecast period and
adjusted loss rates revert back to a historical loss rate over four quarters on a straight-line basis. Expected historical losses are
calculated as the product of PD, LGD, and EAD. Expected historical losses are discounted using the loan or lease EIR, adjusted
for prepayments. Market liquidity and economic condition adjustments are estimated using the sale prices of similar loans
based on rate, term, and asset size. This evaluation is inherently subjective as it requires estimates that are susceptible to
significant revision as more information becomes available.
In the first quarter of 2021, the Company chose not to elect the fair value for any retained participating interests arising from
new government guaranteed loan sales. Not electing fair value generally results in a larger discount being recorded on the date
of the sale. This discount will subsequently be accreted into interest income over the underlying loan’s remaining term using the
effective interest method. Management made this change of election in alignment with its ongoing effort to reduce volatility
and drive more predictable revenue. In accordance with accounting standards, any loans for which fair value was previously
elected will continue to be measured as such.
Held for Sale
Management designates loans as held for sale based on its intent to sell guaranteed portions in the SBA and USDA Secondary
Market and unguaranteed portions to participant banks and credit unions. Salability requirements of the guaranteed portion
include, but are not limited to, full disbursement of the loan commitment amount. Loans originated and intended for sale are
carried at either fair value, if the fair value option is elected, or the lower of cost or estimated fair value based on a loan-by-loan
election. The cost basis of loans held for sale includes the deferral of loan origination fees and costs. Deferred fees and costs are
accreted and amortized for non-fair value loans classified held for sale until the sale occurs. At loan settlement, the pro-rata
portion, based on the percent of the total loan sold, of the remaining deferred fees and costs are recognized as an adjustment to
the gain on sale.
As part of the Company’s management of the loans held in the portfolio, the Company will occasionally transfer loans from
held for investment to held for sale. Upon transfer, any associated allowance for credit losses on loans and lease loss is released
and the carrying value of the loans is adjusted to the estimated fair value. The loans are subsequently accounted for at the lower
of cost or fair value, or fair value if elected, with valuation changes recorded in noninterest income. Gains or losses on the sale
of these loans are also recorded in noninterest income. In certain circumstances, loans designated as held for sale may later be
transferred back to the held for investment loan and lease portfolio based upon the Company’s intent and ability to hold the
loans for the foreseeable future. If not carried at fair value, the Company transfers these loans to loans and leases held for
investment at the lower of cost or fair value and establishes a related allowance for credit losses on loans and leases.
In accordance with SBA and USDA regulation, the Bank is required to retain 10% and 7.5% of the principal balance of any
SBA 7(a) or USDA loan, respectively, comprised of unguaranteed dollars. With written consent from the SBA, the Bank may
sell down to a 5% exposure comprised of unguaranteed dollars.
88
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The gain on sale recognized in income is the sum of the premium on the guaranteed loan and the fair value of the servicing
assets recognized, less the discount recorded on the unguaranteed portion of the loan retained, and any fair value fluctuations in
associated exchange-traded interest rate futures contracts.
The following summarizes the activity pertaining to loans held for sale for the years ended December 31, 2021 and 2020:
Balance at beginning of year
Originations
Proceeds from sale
Gain on sale of loans
Principal collections, net of deferred fees and costs
Non-cash transfers, net
Balance at end of period
Held for Investment
$
$
2021
2020
1,175,470 $
1,364,168
(1,092,222 )
67,280
(98,354 )
(299,823 )
1,116,519 $
966,447
1,183,152
(875,393 )
49,473
50,431
(198,640 )
1,175,470
Loans and leases receivable that management has the intent and ability to hold for the foreseeable future or until maturity or
pay-off are classified as held for investment and reported, based on a loan by loan election, at either fair value or their
outstanding principal amount adjusted for any charge-offs, the allowance for credit losses on loans and leases, and any deferred
fees or costs on originated loans and leases and unamortized premium or discount on purchased loans. For such loans not
carried at fair value, loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment
of the related loan yield using the interest method. Discounts and premiums on any purchased loans are amortized to income
using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Loans and
leases designated as held for investment include those identified as more beneficial to hold for the long term as well as the
required retention amount defined by the SBA and USDA. Loans and leases held for investment also consist of certain
guaranteed and unguaranteed credits including those designated as troubled debt restructurings, nonaccrual, non-marketable,
and risk grade 5 or worse as defined by internal risk rating metrics.
Interest income on loans and leases is recognized as earned on a daily accrual basis. The accrual of interest on loans and leases
is discontinued when principal or interest is past due 90 days or the loan or lease is determined to be impaired. Impaired loans
and leases, or portions thereof, are charged off when deemed uncollectible.
Equipment Leasing
The Company purchases new equipment for the purpose of leasing such equipment to customers within its verticals. Equipment
purchased to fulfill commitments to commercial renewable energy projects is leased out under operating leases while leases of
equipment outside of the renewable energy vertical are generally direct financing leases. Accordingly, leased assets under
operating leases are included in premises and equipment while leased assets under direct financing leases are included in loans
and leases held for investment.
Direct Financing Leases
Interest income on direct financing leases is recognized when earned. Unearned interest is recognized over the lease term on a
basis which results in a constant rate of return on the unrecovered lease investment. The term of each lease is generally 3-7
years which is consistent with the useful life of the equipment with no residual value.
Operating Leases
The term of each operating lease is generally 10 to 15 years. The Company retains ownership of the equipment and associated
tax benefits such as investment tax credits and accelerated depreciation. At the end of the lease term, the lessee has the option
to renew the lease for two additional terms or purchase the equipment at current fair market value.
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Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Rental revenue from operating leases is recognized on a straight-line basis over the term of the lease. Rental equipment is
recorded at cost and depreciated to an estimated residual value on a straight-line basis over the estimated useful life. The useful
lives generally range from 20 to 25 years and residual values generally range from 20% to 50%, however, they are subject to
periodic evaluation. Changes in useful lives or residual values will impact depreciation expense and any gain or loss from the
sale of used equipment. The estimated useful lives and residual values of the Company's leasing equipment are based on
industry disposal experience and the Company's expectations for future sale prices.
If the Company decides to sell or otherwise dispose of rental equipment, it is carried at the lower of cost or fair value less costs
to sell or dispose. Repair and maintenance costs that do not extend the lives of the rental equipment are charged to direct
operating expenses at the time the costs are incurred.
The Company evaluates the carrying value of rental equipment for impairment whenever events or circumstances have
occurred that would indicate the carrying amount may not be fully recoverable. If the carrying amount is not fully recoverable,
an impairment loss is recognized to reduce the carrying amount to fair value. The Company determines fair value based upon
the condition of the rental equipment and the projected net cash flows from its rental and sale considering current market
conditions. During the year ended December 31, 2021 the Company recognized impairment expense of $904 thousand related
to rental equipment. No impairment expense was recorded for the years ended December 31, 2020 and 2019.
Allowance for Credit Losses
On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13 “Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC 326”) along with its amendments,
which replaces the incurred loss impairment methodology in current standards with the current expected credit loss
methodology (“CECL”) and requires consideration of a broader range of information to determine credit loss estimates. ASC
326 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical
experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the
significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of
an organization’s portfolio. In addition, the accounting for credit losses on available-for-sale debt securities and purchased
financial assets with credit deterioration is different under ASC 326. One such change is to require credit losses to be presented
as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell.
The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost
and off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2020 are presented under ASC
326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company
recorded a net increase to retained earnings of $822 thousand, comprised of a $1.3 million decrease in the allowance for credit
losses combined with a $499 thousand increase in reserve on unfunded commitments, as of January 1, 2020 for the cumulative
effect of adopting ASC 326.
Allowance for Credit Losses – Loans and Leases Held for Investment (ASC 326)
The ACL is a valuation account that is deducted from the amortized cost basis of loans and leases to present a net amount
expected to be collected. The ACL is not applicable to loans held for sale and loans accounted for under the fair value option.
Loans and leases are charged-off against the ACL when management believes the uncollectibility of a loan or lease balance is
confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
The Company’s ACL on loans and leases is estimated using relevant information, from internal and external sources, relating to
past events, current conditions, and reasonable and supportable forecasts. The Company’s historical credit loss experience
provides the basis for the estimation of expected credit losses.
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Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The ACL is measured on a pooled basis using a quantitative modeling process when similar risk characteristics are present in
the portfolio. The Company has identified pools based on industry, which aggregates into divisions, and whether the receivable
is secured by real estate or another form of collateral. Additional information related to the portfolio segments can be found in
Note 3. Loans and Leases Held for Investment and Credit Quality. Expected credit losses for pooled loans and leases are
estimated using a DCF methodology for each loan which incorporates measurements of PD, LGD, prepayments, the estimated
outstanding EAD, and the EIR. PD rates are calculated using the number of defaults divided by the number of loans available to
default for 1-year observation periods over the lifetime of data available for a certain pool. LGD rates are calculated by dividing
the lifetime net charge-offs for each pool by the pool’s average outstanding balance. PD and LGD rates are adjusted for
forecasted national unemployment rates during a reasonable and supportable forecast period. Management has determined that
four quarters represents a reasonable and supportable forecast period and adjusted loss rates revert back to a historical loss rate
over four quarters on a straight-line basis. Expected losses are calculated as the product of PD, LGD, and EAD. Expected
losses are discounted using the loan or lease EIR, adjusted for prepayments.
Management adjusts historical loss information for differences in current risk characteristics that are not considered within the
quantitative modeling processes but are relevant in assessing the expected credit losses within the loan and lease pools. These
qualitative factor adjustments generally increase management’s estimate of expected credit losses based upon the estimated
level of risk. The various risk factors considered in qualitative adjustments include risk grading, delinquency levels, pool age,
portfolio mix and growth rates, and the status of servicing efforts which may be impacted by natural disasters or health
pandemics. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more
information becomes available.
Loans or leases that do not share risk characteristics are evaluated on an individual basis and are excluded from the pooled
evaluation. This generally occurs when, based on current information and events, it is probable that the Company will be unable
to collect all interest and principal payments due according to the originally contracted, or reasonably modified, terms of the
loan or lease agreement. The Company has determined that loans and leases meeting the criteria defined below must be
reviewed quarterly to determine if they should be evaluated for expected credit losses on an individual basis.
• All commercial loans and leases classified substandard or worse.
• Any loan or lease that is on nonaccrual, or any loan or lease that is delinquent greater than 90 days past due and still
accruing interest.
• Any loan or lease that was restructured with an interest rate concession and now meets the definition of a troubled debt
restructuring (“TDR”).
The Company estimates reserves on individually evaluated loans and leases using a DCF methodology or through the
evaluation of collateral values.
During the quarter ended September 30, 2021, management updated the Company’s policy for estimating expected credit losses
on certain relationships that would otherwise meet the criteria for individual evaluation. Relationships with unguaranteed
exposure of less than $250 thousand are now collectively evaluated using an average of loss rates applied to individually
evaluated relationships with unguaranteed exposure between $250 thousand and $1.0 million. The impact of this change on the
ACL was not considered material.
Expected credit losses are estimated over the contractual term of the loan or lease, adjusted for expected prepayments when
appropriate. The contractual term excludes expected extensions, renewals, and modifications unless management has a
reasonable expectation at the reporting date that a TDR will be executed with an individual borrower or the extension or
renewal options are included in the contract at the reporting date and are not unconditionally cancellable by the Company.
When the ACL, for pooled or individually evaluated loans and leases, is estimated using the DCF method, the effective interest
rate used to discount expected cash flows is adjusted for expected prepayments.
Past due status of loans and leases is determined based on contractual terms. Loans and leases are placed in nonaccrual status
and interest accrual is discontinued if they become 90 days delinquent or there is evidence that the borrower’s ability to make
the required payments is impaired. When interest accrual is discontinued, all unpaid accrued interest is reversed. Management
has made the accounting policy election to exclude accrued interest receivable on loans from the estimate of credit losses.
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Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
A loan or lease is accounted for as a TDR if the Company, for reasons related to the borrower’s financial difficulties,
restructures a loan or lease, and grants a concession to the borrower that it would not otherwise grant. A TDR typically involves
a more than short-term modification of terms such as a reduction of the interest rate below the current market rate for a loan or
lease with similar risk characteristics or the waiving of certain financial covenants without corresponding offsetting
compensation or additional support.
When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the
reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected
credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
Allowance for Credit Losses – Loans and Leases Held for Investment (Prior to adoption of ASC 326)
Prior to the adoption of ASC 326 on January 1, 2020, the Company’s methodology for determining the ACL is based on the
requirements of GAAP (ASC 405, Liabilities, and ASC 310, Receivables), the Interagency Policy Statement on the Allowance
for Loan and Lease Losses and other regulatory and accounting pronouncements. The ACL is determined by the sum of three
separate components: (i) the impaired loan and lease component, which addresses specific reserves for impaired loans and
leases; (ii) the general reserve component, which addresses reserves for pools of homogeneous loans and leases; and (iii) an
unallocated reserve component (if any) based on management’s judgment and experience. The loan and lease pools and
impaired loans and leases are mutually exclusive; any loan or lease that is impaired is excluded from its homogenous pool for
purposes of that pool’s reserve calculation, regardless of the level of impairment.
The ACL policy for pooled loans and leases is governed in accordance with banking regulatory guidance for homogenous pools
of non-impaired loans and leases that have similar risk characteristics. The Company follows a consistent and structured
approach for assessing the need for reserves within each individual loan and lease pool. Quantitative allowances are calculated
based on the loss experience of specific types of loans. Internal and external risk indicators are considered when calculating
qualitative allowances. These risk indicators include business type concentrations, vertical maturity, unemployment rates,
experience of the bank’s servicing staff, and changes in asset quality.
Loans and leases are considered impaired when, based on current information and events, it is probable that the creditor will be
unable to collect all interest and principal payments due according to the originally contracted, or reasonably modified, terms of
the loan or lease agreement. The Company’s criteria for individual impairment review and the methods used to estimate
specific reserves under prior GAAP is the same as the criteria and methods used for individual evaluation under ASC 326.
Allowance for Credit Losses – Off-Balance Sheet Credit Exposures (ASC 326)
Expected credit losses on off-balance sheet credit exposures is estimated over the contractual period in which the Company is
exposed to such losses, unless the obligation to extend credit is unconditionally cancellable. The estimate of off-balance sheet
credit exposures includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on
commitments expected to be funded over its estimated losses. The estimate is influenced by historical loss experience, adjusted
for current risk characteristics, and economic forecasts. The balance of the allowance for off-balance sheet credit exposures
was $739 thousand and $746 thousand at December 31, 2021 and 2020, respectively, and is recorded in other expense in the
consolidated income statement and other liabilities in the consolidated balance sheet.
Foreclosed Assets
Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value less
anticipated cost to sell at the date of foreclosure, establishing a new cost basis. Any write down at the time of transfer to
foreclosed assets is charged to the allowance for credit losses on loans and leases. After foreclosure, valuations are periodically
performed by management, and the real estate is carried at the lower of the carrying amount or fair value, less cost to sell.
Subsequent write downs are charged to other expense. Costs relating to improvement of the property are capitalized while
holding costs of the property are charged to other loan origination and maintenance expense in the period incurred.
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Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Premises and Equipment
All premises and equipment, excluding land, are carried at cost, less accumulated depreciation. Land is carried at cost.
Additions and major replacements or improvements which extend useful lives of property or equipment are capitalized.
Maintenance, repairs, and minor improvements are expensed as incurred. Upon retirement or other disposition of the assets, the
cost and related depreciation are derecognized and any resulting gain or loss is reflected in income. Leasehold improvements
are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter.
Depreciation is computed by the straight-line method over the following generally estimated useful lives:
Buildings
Transportation
Land improvements
Furniture and equipment
Computers and software
Solar panels
Servicing Assets
Years
39
5-10
10-15
5-10
3-5
20-25
All sales of loans are executed on a servicing retained basis. The standard SBA loan sale agreement is structured to provide the
Company with a “servicing spread” paid from a portion of the interest cash flow of the loan. SBA regulations require the Bank
to retain a portion of the cash flow from the interest payments received for a sold loan. The SBA retention requirement is at
least 100 basis points in servicing spread while the Company's standard USDA loan sale agreement specifies a servicing spread
of 40 basis points. The portion of the servicing spread that exceeds adequate compensation for the servicing function is
recognized as a servicing asset, while any that is less is considered a servicing liability. Industry practice recognizes adequate
compensation for servicing SBA and USDA loans as 40 basis points. The fair value of the servicing asset is measured at the
discounted present value of the excess servicing spread over the expected life of the related loan using appropriate discount
rates and assumptions based on industry statistics for prepayment speeds.
Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets
and are carried at fair value. Generally, purchased servicing rights are capitalized at the cost to acquire the rights. For sales of
loans, a portion of the cost of originating the loan is allocated to the servicing right based on fair value. Fair value is based on
market prices for comparable servicing contracts, when available, or alternatively, is based on a valuation model that calculates
the present value of estimated future net servicing income. The valuation model incorporates assumptions that market
participants would use in estimating future net servicing income, such as adequate compensation for servicing, the discount
rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses, with the
prepayment speed being one of the most sensitive assumptions. Capitalized servicing rights are carried at fair value as of the
reporting date. Changes to fair value are reported in loan servicing asset revaluation.
The Company’s investment in a loan is allocated between the retained portion of the loan, the servicing asset, and the sold
portion of the loan on the date the loan is sold. The carrying value of the retained portion of the loan is discounted based in part
on the estimates derived from the Company’s comparable nonguaranteed loan sales.
Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the
outstanding principal or a fixed amount per loan and are recorded as income when earned.
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Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Derivative Financial Instruments
Interest Rate Futures Contracts
The Company uses exchange-traded interest rate futures contracts to manage interest rate risk that may impact expected gains
arising from future secondary market loan sales. Upon entering into a futures contract, the Company is required to pledge to
the counterparty an amount of cash equal to a certain percentage of the contract amount, also known as an initial margin
deposit. Subsequent payments, known as variation margin, are made or received by the Company each day to settle the daily
fluctuations in the fair value of the underlying contract. As of December 31, 2021 and 2020, there were no cash margin
balances. Investments in these derivative contracts are subject to risks that can result in a loss of all or part of an investment.
Credit risk is considered low because the counterparties are futures exchanges. The Company has not designated any derivative
as a hedging instrument under applicable accounting guidance. Changes in fair value of the derivative contracts is recorded as a
component of "net gains on sales of loans" on the consolidated statement of income. The Company recognized a loss of $0,
$2.6 million and $3.0 million on the derivative contracts for the years ended December 31, 2021, 2020 and 2019, respectively.
All derivative contracts were closed out in December 2020 and there was no further activity in 2021. The total notional amount
of derivative contracts outstanding was $20.4 million as of December 2019. The fair value of the derivative contracts on the
balance sheet date is zero due to the daily cash settlement of contracts.
Equity Warrant Assets
In connection with negotiated credit facilities and certain other services, the Company may obtain equity warrant assets giving
the Company the right to acquire stock in private companies in certain verticals. These assets are held for prospective
investment gains and are not used to hedge any economic risks. Further, the Company does not use other derivative instruments
to hedge economic risks stemming from equity warrant assets.
Equity warrant assets in certain private client companies are recorded as derivatives when they contain net settlement terms and
other qualifying criteria under ASC 815, Derivatives and Hedging. Equity warrant assets entitle the Company to purchase a
specific number of shares of stock at a specific price within a specific time period, generally 10 years. Certain equity warrant
assets contain contingent provisions, which adjust the underlying number of shares or purchase price upon the occurrence of
certain future events to prevent dilution of the Company’s implied ownership represented by the warrants. Certain warrant
agreements contain net share settlement provisions, which permit the receipt of, upon exercise, a share count equal to the
intrinsic value of the warrant divided by the share price (otherwise known as a “cashless” exercise). These equity warrant assets
are recorded at fair value and are classified as derivative assets, a component of other assets, on the consolidated balance sheet
at the time they are obtained.
The grant date fair values of equity warrant assets classified as derivatives received in connection with the issuance of a credit
facility are deemed to be loan fees and recognized as an adjustment of loan yield through loan interest income. Similar to other
loan fees, the yield adjustment related to grant date fair value of warrants is recognized over the life of that credit facility.
Any changes in fair value from the grant date fair value of equity warrant assets classified as derivatives will be recognized as
increases or decreases to other assets on the consolidated balance sheet and as net gains or losses on derivative instruments, in
other noninterest income, a component of consolidated net income. When a portfolio company is acquired, the Company may
exercise these equity warrant assets for shares or cash.
The fair value of equity warrant assets classified as derivatives is reviewed and updated quarterly using a Black-Scholes option
pricing model.
For those equity warrant assets that do not contain net share settlement provisions, the Company considers these to be equity
investments without readily determinable market values and records the asset at cost, subject to periodic impairment testing.
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Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Goodwill and Intangible Assets
Goodwill is the purchase premium after adjusting for the fair value of net assets acquired. Goodwill is not amortized but is
reviewed for potential impairment on an annual basis, or when events or circumstances indicate a potential impairment, at the
related reporting unit level. The goodwill impairment test involves comparing the fair value of the reporting unit with its
carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting
unit is considered not impaired; however, if the carrying value of the reporting unit exceeds its fair value, an impairment charge
must be recorded. An impairment loss recognized cannot exceed the amount of goodwill assigned to a reporting unit. An
impairment loss establishes a new basis in the goodwill and subsequent reversals of goodwill impairment losses are not
permitted under applicable accounting guidance.
For intangible assets subject to amortization, the recoverability test is performed when a triggering event occurs and an
impairment loss is recognized if the carrying value of the intangible asset is not recoverable and exceeds fair value. The
carrying value of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use of the asset. Intangible assets deemed to have indefinite useful lives are not subject to
amortization. An impairment loss is recognized if the carrying value of the intangible asset with an indefinite life exceeds its
fair value.
The carrying amounts and accumulated amortization of all intangible assets as of December 31, 2021 was $2.0 million and
$153 thousand, respectively, while at December 31, 2020 the balances were $2.2 million and $115 thousand, respectively, all as
a result of the JAM acquisition discussed earlier under Business Combinations.
The Company had no impairment charges related to business combinations in 2021, 2020 or 2019.
Long-Lived Assets Impairment Evaluation
The Company evaluates the carrying value of long-lived assets for impairment whenever events or circumstances have occurred
that would indicate the carrying amount may not be fully recoverable. A key element in determining the recoverability of long-
lived assets is the Company’s outlook as to the future market conditions. If the carrying amount is not fully recoverable, an
impairment loss is recognized to reduce the carrying amount to fair value.
Long-Lived Assets Reclassified to Held for Sale
During 2020, the Company determined that retention of two of its aircraft was ineffective in serving the needs of an expanding
nationwide customer base. As a result of the determination to sell, the Company began marketing the aircraft for sale and
accordingly reclassified them from premises and equipment, net to other assets. The total amount reclassified out of premises
and equipment was $19.2 million and after assessment of fair value, $1.3 million of that balance was recognized as impairment
expense included in the other expense line item in the 2020 consolidated statement of income. Prior to December 31, 2020, one
aircraft was sold for a minimal incremental loss with one remaining in other assets with a carrying amount of $8.9 million at
December 31, 2020. In 2021, the remaining held for sale aircraft was sold with a gain of $114 thousand. During 2019, an
aircraft previously reclassified to held for sale was sold for a gain of $357 thousand.
Common Stock
On June 11, 2014, the Company amended its Articles of Incorporation to create two classes of common stock. These two
classes are identified as Class A and Class B for Voting Common Stock and Non-Voting Common Stock, respectively, in the
accompanying consolidated balance sheet and statement of changes in shareholders’ equity. Voting and Non-Voting Common
Stock holders have identical rights and privileges, with the exception that Non-Voting Common shares have no voting power
unless circumstances arise where instances creating the Non-Voting Common Shares are modified in any way that negatively
impact rights of holder. Stock splits or dividends of Voting and Non-Voting Common Shares shall be in like stock (voting for
voting and non-voting for non-voting). Any number of Non-Voting Common Stock may be converted to an equal number of
Voting Common Stock at the option of the holder; provided that holder is not the initial transferee or an affiliate of initial
transferee.
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Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
During 2021, 982,733 shares of Class B common stock (non-voting) were converted to Class A common stock (voting) in
connection with private sales. This conversion decreased the value of Class B common stock (non-voting) and increased the
value of Class A common stock (voting) by $10.4 million. During 2020, 1,807,774 shares of Class B common stock (non-
voting) were converted to Class A common stock (voting) in connection with private sales. This conversion decreased the value
of Class B common stock (non-voting) and increased the value of Class A common stock (voting) by $19.1 million.
Advertising Expense
Marketing costs are recognized in the month the event or advertisement takes place. These costs are included in advertising and
marketing expense as presented in the consolidated statements of income.
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 (excluding deferred tax assets and liabilities related to business combinations or components of other comprehensive
income). 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, computed using enacted tax rates. The effect of a change in tax rates on deferred
assets and liabilities is recognized in income taxes during the period that includes the enactment date. A valuation allowance, if
needed, reduces deferred tax assets to the expected amount more likely than not to be realized. Realization of deferred tax
assets is dependent upon the level of historical income, prudent and feasible tax planning strategies, reversals of deferred tax
liabilities and estimates of future taxable income.
The Company uses the flow-through method of accounting on investments that generate investment tax credits. Under this
method, investment tax credits are recognized as a reduction to income tax expense immediately in the period that the credit is
generated, to the extent permitted by tax law. In accounting for any temporary difference that arise, the Company has elected
the income statement method whereby deferred taxes are adjusted through income tax expense.
The Company evaluates uncertain tax positions at the end of each reporting period. The Company may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax benefit recognized in the financial statements from any
such position is measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon
ultimate settlement. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Any interest and/or
penalties related to income taxes are reported as a component of income tax expense.
Comprehensive Income
Annual comprehensive income reflects the change in the Company’s equity during the year arising from transactions and events
other than investment by and distributions to shareholders. The only components of other comprehensive income consist of
realized and unrealized gains and losses related to investment securities.
Stock Compensation Plans
The Company recognizes compensation cost based on the fair value of the equity or liability instruments issued. The expense
measures the cost of employee services received in exchange for stock options and restricted stock based on the grant-date fair
value of the award and recognizes the cost over the vesting period for all awards within an individual grant, including ones with
graded vesting features. The fair value of the restricted stock awards or units with a market price condition and implied service
period are calculated using the Monte Carlo Simulation method. The impact of forfeitures on stock-based compensation
expense is recognized as forfeitures occur. See Note 12. Benefit Plans for further discussion and detail.
Fair Value of Financial Instruments
GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in
the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. The Company determines the fair values of its financial instruments based on the fair value hierarchy
established per GAAP which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. See Note 10. Fair Value of Financial Instruments for further discussion and detail.
96
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Earnings Per Share
Basic and diluted earnings per share are computed based on the weighted average number of shares outstanding during each
period. Diluted earnings per share reflects the potential dilution that could occur, upon the exercise of stock options or upon the
vesting of restricted stock grants, any of which would result in the issuance of common stock that would then be shared in the
net income of the Company.
Basic earnings per share:
Net income
Weighted-average basic shares outstanding
Basic earnings per share
Diluted earnings per share:
Net income, for diluted earnings per share
Total weighted-average basic shares outstanding
Add effect of dilutive stock options and restricted stock grants
Total weighted-average diluted shares outstanding
Diluted earnings per share
Anti-dilutive shares
Revenue Recognition
2021
December 31,
2020
2019
$
$
$
$
166,995 $
43,169,935
3.87 $
59,543 $
40,677,496
1.46 $
18,034
40,222,758
0.45
166,995 $
43,169,935
1,901,369
45,071,304
3.71 $
37,401
59,543 $
40,677,496
1,093,754
41,771,250
1.43 $
2,179
18,034
40,222,758
830,756
41,053,514
0.44
1,071,467
The Company offers various services to customers that generate revenue. The Company does not typically enter into long-term
revenue contracts with customers, and therefore, does not experience significant contract balances. Incremental costs of
obtaining a contract are expensed when incurred when the amortization period is one year or less. As of December 31, 2021,
2020 and 2019, remaining performance obligations consisted primarily of serviced based revenues for contracts with an original
expected length of two years or less.
Service based revenues are included in other noninterest income and consist of other recurring revenue streams from services
provided by the Bank for advisory and successful transactions, GLS to its clients for settlement, accounting and valuation for
government guaranteed loan sales and holdings, fund investment advisory services performed by Canapi Advisors, investment
management and financial planning services provided by Live Oak Private Wealth, and administration of trust assets held by
the Company's trust department.
Service Based Revenues
In addition to lending and related activities, the Bank’s specialized industry teams also provide advisory services to certain
Government Contracting clients. Performance obligations are satisfied over the contract period and revenue is recognized
monthly. Starting in 2021, the Company stopped offering advisory services to new Government Contracting clients.
Additionally, the Bank may earn additional revenue under these agreements as clients are awarded government contracts or
complete merger & acquisition transactions.
GLS provides services when requested by clients. Each requested service represents a specific performance obligation with a
transaction price outlined by GLS' fee schedule. Revenue is recognized as the requested services are completed and payment is
generally received the following month.
Canapi Advisors provides investment advisory services to two financial technology venture funds where its performance
obligations are satisfied over time. Fund management fees are based upon the contractual terms of the limited partnership
agreements and are recognized as earned over the specified contract period, which is generally equal to the life of the individual
fund. Fund management fees are calculated as a percentage of committed capital, net of any permitted offsets, and are collected
in advance and recognized quarterly.
97
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Live Oak Private Wealth’s investment management and financial planning performance obligations are generally satisfied over
time. Fees are recognized quarterly based on the quarter-end market value of the managed assets as valued by the custodian of
the customer’s assets and the applicable fee rate. Payment is generally received within a quarter of service delivery. The
Company does not earn performance-based incentives from investment management and financial planning services. Contracts
with customers may be terminated at any time by either party.
The Company’s trust department ceased operations in the first quarter of 2019. Trust account administration performance
obligations were generally satisfied over time and fees were recognized monthly, based on the month-end market value of
assets in fiduciary accounts and the applicable fee rate. Fees were generally received after month-end through a direct charge to
customers' accounts. The Company did not earn performance-based incentives from trust account administration services.
Reclassifications
Certain reclassifications have been made to the prior period’s consolidated financial statements to place them on a comparable
basis with the current year. Net income and shareholders’ equity previously reported were not affected by these
reclassifications.
Recent Accounting Pronouncements
The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting, and/or
disclosure of financial information by the Company.
In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, “Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 simplifies accounting for income taxes by
removing specific technical exceptions in ASC 740 related to the incremental approach for intra-period tax allocation, the
methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis
differences. ASU 2019-12 also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates
and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted the
standard on January 1, 2021 with no material effect on its consolidated financial statements.
In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method
and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic
323, and Topic 815” (“ASU 2020-01”). ASU 2020-01 clarifies the interaction between accounting standards related to equity
securities, equity method investments, and certain derivatives including accounting for the transition into and out of the equity
method and measuring certain purchased options and forward contracts to acquire investments. The Company adopted the
standard on January 1, 2021 with no material effect on its consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited
period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial
reporting. The amendments are effective for and can be adopted by the Company as of March 12, 2020 through December 31,
2022. The Company does not believe this standard will have a material impact on its consolidated financial statements.
98
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 2. Securities
Available-for-Sale
The carrying amount of securities and their approximate fair values are reflected in the following table:
December 31, 2021
US government agencies
Mortgage-backed securities
Municipal bonds
Other debt securities
Total
December 31, 2020
US government agencies
Mortgage-backed securities
Municipal bonds
Total
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
10,444 $
887,302
3,246
2,500
903,492
$
193
14,246
333
—
14,772
$
$
—
12,209
3
—
12,212
$
$
10,637
889,339
3,576
2,500
906,052
15,440 $
703,092
3,267
721,799 $
$
479
28,302
462
29,243 $
— $
940
4
944 $
15,919
730,454
3,725
750,098
$
$
$
$
During the year ended December 31, 2021, one security totaling $5.0 million matured and twelve securities totaling $33.1
million were paid out. During the year ended December 31, 2020, four securities totaling $12.0 million matured and twenty
securities totaling $29.6 million were sold resulting in a net gain of $1.9 million, which consisted of $2.0 million gross realized
gains and $136 thousand gross realized losses. During the year ended December 31, 2019, eleven securities totaling $36.2
million were sold resulting in a net gain of $620 thousand, which consisted entirely of gross realized gains.
The following tables show debt securities available-for-sale in an unrealized loss position for which an allowance for credit
losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a
continuous unrealized loss position.
December 31, 2021
Mortgage-backed securities
Municipal bonds
Total
December 31, 2020
Mortgage-backed securities
Municipal bonds
Total
Less Than 12 Months
Fair
Value
Unrealized
Losses
12 Months or More
Fair
Value
Unrealized
Losses
Total
Fair
Value
Unrealized
Losses
$ 479,322 $
—
$ 479,322 $
8,503 $ 110,633 $
96
8,503 $ 110,729 $
—
3,706 $ 589,955 $ 12,209
3
3,709 $ 590,051 $ 12,212
96
3
Less Than 12 Months
Fair
Value
Unrealized
Losses
12 Months or More
Fair
Value
Unrealized
Losses
$ 156,904 $
—
$ 156,904 $
917 $
—
917 $
1,853 $
96
1,949 $
Total
Fair
Value
23 $ 158,757 $
96
27 $ 158,853 $
4
Unrealized
Losses
940
4
944
Management evaluates available-for-sale debt securities to determine whether the unrealized loss is due to credit-related factors
or non-credit-related factors. The evaluation considers the extent to which the security’s fair value is less than cost, the financial
condition and near-term prospects of the issuer, and intent and ability of the Company to retain its investment in the security for
a period of time sufficient to allow for any anticipated recovery in fair value.
At December 31, 2021, there were thirty-one mortgage-backed securities and one municipal bond in unrealized loss positions
for greater than 12 months. There were one hundred forty-two mortgage-backed securities in unrealized loss positions for less
than 12 months. Unrealized losses at December 31, 2020 consisted of three mortgage-backed securities and one municipal
bond for greater than 12 months and twenty-nine mortgage-backed securities in unrealized loss positions for less than 12
months.
99
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
These unrealized losses are primarily the result of non-credit-related volatility in the market and market interest rates. Since
none of the unrealized losses relate to marketability of the securities or the issuer’s ability to honor redemption obligations, and
the Company has the intent and ability to hold these securities for a sufficient period of time to recover unrealized losses, none
of the losses have been recognized in the Company’s consolidated statement of income.
All mortgage-backed securities in the Company’s portfolio at December 31, 2021 and 2020 were backed by U.S. government
sponsored enterprises (“GSEs”).
The following is a summary of investment securities by maturity:
US government agencies
Within one year
Five to ten years
Total
Mortgage-backed securities
Within one year
One to five years
Five to ten years
After 10 years
Total
Municipal bonds
After 10 years
Total
Other debt securities
Within one year
One to five years
Total
Total
December 31, 2021
Available-for-sale
Amortized
cost
Fair
value
$
7,507 $
2,937
10,444
202
20,316
298,860
567,924
887,302
3,246
3,246
500
2,000
2,500
7,614
3,023
10,637
202
21,168
305,190
562,779
889,339
3,576
3,576
500
2,000
2,500
$
903,492
$
906,052
The table above reflects contractual maturities. Actual results will differ as the loans underlying the mortgage-backed securities
may repay sooner than scheduled.
There were no investment securities pledged at December 31, 2021 or 2020.
Other
Other investments, largely comprised of non-marketable equity investments, are generally accounted for under either the equity
method or equity security accounting. The below tables provide additional information related to investments accounted for
under these two methods.
100
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Equity Method Accounting
The carrying amount and ownership percentage of each equity method investment at December 31, 2021 and 2020 is reflected
in the following table:
Apiture, Inc.
Canapi Ventures SBIC Fund, LP (1) (3)
Canapi Ventures Fund, LP (2) (3)
Other fintech investments in private companies (4)
Other (5)
Total
Amount
$
2021
Ownership %
Amount
2020
Ownership %
52,323
19,431
2,402
5,330
4,664
84,150
39.1 % $
2.9 %
1.5 %
Various
Various
$
53,344
14,843
1,686
1,634
6,421
77,928
39.1 %
3.1 %
1.5 %
Various
Various
$
(1) Includes unfunded commitments of $6.8 million and $11.3 million as of December 31, 2021 and 2020, respectively.
(2) Includes unfunded commitments of $770 thousand and $1.0 million as of December 31, 2021 and 2020, respectively.
(3) Investee is accounted for under equity method due to the Company's participation as an investment advisor.
(4) Other fintech investments include Finxact, Inc., Payrailz, LLC. and Kwipped, Inc.
(5) Includes unfunded commitments of $2.9 million at December 31, 2020. There were no unfunded commitments as of
December 31, 2021.
Equity Security Accounting
The carrying amount of the Company’s investments in non-marketable equity securities with no readily determinable fair value
and amounts recognized in earnings on a cumulative basis as of December 31, 2021 and for the years ended December 31,
2021, 2020 and 2019 is reflected in the following table:
Carrying value (1)
Carrying value adjustments:
Impairment
Upward changes for observable prices (2)
Downward changes for observable prices
Net upward change
Cumulative
Adjustments
2021
2020
2019
$
63,321 $
31,146 $
15,525
$
$
—
48,469
(86 )
48,383 $
—
30,197
—
30,197 $
—
14,558
—
14,558 $
—
3,628
—
3,628
(1) Includes $2.8 million, $522 thousand and $650 thousand in unfunded commitments for the years ended December 31,
2021, 2020 and 2019, respectively.
(2) Excludes $13.9 million in realized cash gains for the sale of an investment for the year ended December 31, 2021.
101
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 3. Loans and Leases Held for Investment and Credit Quality
Loan and Lease Portfolio Segments & Classes
The following describes the risk characteristics relevant to each of the portfolio segments.
Commercial and Industrial
Commercial and industrial loans (“C&I”) receive similar underwriting treatment as commercial real estate loans in that the
repayment source is analyzed to determine its ability to meet cash flow coverage requirements as set forth by Bank policies.
Repayment of the Bank’s C&I loans generally comes from the generation of cash flow as the result of the borrower’s business
operations. This business cycle itself brings a certain level of risk to the portfolio. In some instances, these loans may carry a
higher degree of risk due to a variety of reasons – illiquid collateral, specialized equipment, highly depreciable assets,
uncollectable accounts receivable, revolving balances, or simply being unsecured. As a result of these characteristics, the
government guarantee on these loans is an important factor in mitigating risk. The Bank’s lease portfolio is included in the C&I
segment.
Construction and Development
Construction and development loans are for the purpose of acquisition and development of land to be improved through the
construction of commercial buildings. Such loans are usually paid off through the conversion to permanent financing for the
long-term benefit of the borrower’s ongoing operations. At the completion of the project, if the loan is converted to permanent
financing or if scheduled loan amortization begins, it is then reclassified to the Commercial Real Estate segment. Underwriting
of construction and development loans typically includes analysis of not only the borrower’s financial condition and ability to
meet the required debt obligations, but also the general market conditions associated with the area and type of project being
funded.
Commercial Real Estate
Commercial real estate loans are extensions of credit secured by owner occupied and non-owner occupied collateral.
Underwriting generally involves intensive analysis of the financial strength of the borrower and guarantor, liquidation value of
the subject collateral, the associated unguaranteed exposure, and any available secondary sources of repayment, with the
greatest emphasis given to a borrower’s capacity to meet cash flow coverage requirements as set forth by Bank policies. Such
repayment of owner occupied loans is commonly derived from the successful ongoing operations of the business occupying the
property. These typically include small businesses and professional practices.
Commercial Land
Commercial land loans are extensions of credit secured by farmland. Such loans are often for land improvements related to
agricultural endeavors that may include construction of new specialized facilities. These loans are usually repaid through the
conversion to permanent financing, or if scheduled loan amortization begins, for the long-term benefit of the borrower’s
ongoing operations. Underwriting generally involves intensive analysis of the financial strength of the borrower and guarantor,
liquidation value of the subject collateral, the associated unguaranteed exposure, and any available secondary sources of
repayment, with the greatest emphasis given to a borrower’s capacity to meet cash flow coverage requirements as set forth by
Bank policies.
The loan and lease portfolio is further grouped into one of the following classes (also referred to as divisions): Small Business
Banking, Specialty Lending, or Paycheck Protection Program. Small Business Banking includes loans to customers in verticals
that generally have traditional loan structures. Specialty Lending includes loans to customers in verticals that generally have
atypical ownership structures as well as complex collateral arrangements, underwriting requirements, and servicing needs.
Paycheck Protection Program (“PPP”) includes all loans originated under the PPP pursuant to the Coronavirus Aid, Relief, and
Economic Security Act’s (“CARES Act”) economic relief program and carry a 100% government guarantee. These loans and
lease classes were determined based on industry risk characteristics and management’s method for monitoring credit risk and
managing those lending divisions.
Each loan and lease is assigned a risk grade during the origination and closing process based on the Credit Quality Indicators
described below.
102
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Past Due Loans and Leases
Loans and leases are considered past due if the required principal and interest payments have not been received as of the date
such payments were due. Loans and leases less than 30 days past due and accruing are included within current loans and leases
shown below. The following tables show an age analysis of past due loans and leases as of the dates presented.
December 31, 2021
Commercial & Industrial
Small Business Banking
Specialty Lending
Paycheck Protection Program
Total
Construction & Development
Small Business Banking
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
Net deferred fees
Loan and Leases, Net
Current or
Less than 30
Days Past
Due
30-89 Days
Past Due
90 Days or
More Past
Due
Total Past
Due
Loans
Accounted
for Under
the Fair
Value
Option(2)
Total
Carried at
Amortized
Cost(1)
Total Loans
and Leases
$ 1,103,915 $ 13,171 $
—
875,367
266,893
68
2,246,175 13,239
7,320 $ 20,491 $ 1,124,406 $ 248,806 $ 1,373,212
— 875,367 64,525 939,892
—
1,414
— 268,375
8,734 21,973 2,268,148 313,331 2,581,479
1,482 268,375
275,786
82,014
357,800
—
—
—
1,366
—
1,366
1,366 277,152
82,014
1,366 359,166
—
— 277,152
—
82,014
— 359,166
1,577,765
285,373
1,863,138
5,802 10,761 16,563 1,594,328 250,856 1,845,184
2,315 287,688 19,481 307,169
5,802 13,076 18,878 1,882,016 270,337 2,152,353
2,315
—
7,399
7,399
9,454 372,335 61,533 433,868
362,881
362,881
9,454 372,335 61,533 433,868
$ 4,829,994 $ 26,440 $ 25,231 $ 51,671 $ 4,881,665 $ 645,201 $ 5,526,866
$
(5,604 )
$ 5,521,262
2,055
2,055
103
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
December 31, 2020
Commercial & Industrial
Small Business Banking
Specialty Lending
Paycheck Protection Program
Total
Construction & Development
Small Business Banking
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
Net deferred fees
Loan and Leases, Net
Current or
Less than 30
Days Past
Due
30-89 Days
Past Due
90 Days or
More Past
Due
Total Past
Due
Loans
Accounted
for Under
the Fair
Value
Option(2)
Total
Carried at
Amortized
Cost(1)
Total Loans
and Leases
$ 695,090 $ 10,341 $ 10,765 $ 21,106 $ 716,196 $ 308,341 $ 1,024,537
337 342,289 71,090 413,379
341,952
1,528,180
— 1,528,180
— 1,528,180
2,565,222 10,678 10,765 21,443 2,586,665 379,431 2,966,096
337
—
—
—
183,087
88,890
271,977
—
—
—
—
3,723
3,723
— 183,087
3,723
92,613
3,723 275,700
— 183,087
—
92,613
— 275,700
987,358
148,264
1,135,622
8,609 12,339 999,697 321,352 1,321,049
3,730
5,374
7,067 155,331 20,317 175,648
1,693
9,104 10,302 19,406 1,155,028 341,669 1,496,697
—
—
2,243 331,881 94,274 426,155
329,638
329,638
2,243 331,881 94,274 426,155
$ 4,302,459 $ 19,782 $ 27,033 $ 46,815 $ 4,349,274 $ 815,374 $ 5,164,648
(19,718 )
$
$ 5,144,930
2,243
2,243
(1) Total loans and leases include $2.07 billion of U.S. government guaranteed loans as of December 31, 2021, of which $16.4
million is greater than 90 days past due, $18.4 million is 30-89 days past due and $2.04 billion is included in current loans
and leases as presented above. As of December 31, 2020, total loans and leases include $2.61 billion of U.S. government
guaranteed loans, of which $12.9 million is greater than 90 days past due, $16.7 million is 30-89 days past due and $2.58
billion is included in current loans and leases as presented above.
(2) The Company measures the carrying value of the retained portion of loans sold at fair value under ASC 825-10. See Note
10. Fair Value of Financial Instruments for additional information.
Credit Quality Indicators
The Bank uses internal loan and lease reviews to assess the performance of individual loans and leases. An independent review
of the loan and lease portfolio is performed annually by an external firm. The goal of the Bank’s annual review of each
borrower’s financial performance is to validate the adequacy of the risk grade assigned.
The Bank uses a grading system to rank the quality of each loan and lease. The grade is periodically evaluated and adjusted as
performance dictates. Loan and lease grades 1 through 4 are passing grades and grade 5 is special mention. Collectively, grades
6 through 8 represent classified loans and leases in the Bank’s portfolio. The following guidelines govern the assignment of
these risk grades:
Exceptional (1 Rated): These loans and leases are of the highest quality, with strong, well-documented sources of repayment.
These loans and leases will typically have multiple demonstrated sources of repayment with no significant identifiable risk to
collection, exhibit well-qualified management, and have liquid financial statements relative to both direct and indirect
obligations.
Quality (2 Rated): These loans and leases are of very high credit quality, with strong, well-documented sources of repayment.
These loans and leases exhibit very strong, well defined primary and secondary sources of repayment, with no significant
identifiable risk of collection and have internally generated cash flow that more than adequately covers current maturities of
long-term debt.
104
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Satisfactory (3 Rated): These loans and leases exhibit satisfactory credit risk and have excellent sources of repayment, with no
significant identifiable risk of collection. These loans and leases have documented historical cash flow that meets or exceeds
required minimum Bank guidelines, or that can be supplemented with verifiable cash flow from other sources. They have
adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation
value to the net worth of the borrower or guarantor.
Acceptable (4 Rated): These loans and leases show signs of weakness in either adequate sources of repayment or collateral but
have demonstrated mitigating factors that minimize the risk of delinquency or loss. These loans and leases may have unproved,
insufficient or marginal primary sources of repayment that appear sufficient to service the debt at this time. Repayment
weaknesses may be due to minor operational issues, financial trends, or reliance on projected performance. They may also
contain marginal or unproven secondary sources to liquidate the debt, including combinations of liquidation of collateral and
liquidation value to the net worth of the borrower or guarantor.
Special mention (5 Rated): These loans and leases show signs of weaknesses in either adequate sources of repayment or
collateral. These loans and leases may contain underwriting guideline tolerances and/or exceptions with no mitigating factors;
and/or instances where adverse economic conditions develop subsequent to origination that do not jeopardize liquidation of the
debt but substantially increase the level of risk.
Substandard (6 Rated): Loans and leases graded Substandard are inadequately protected by current sound net worth, paying
capacity of the obligor, or pledged collateral. Loans and leases classified as Substandard must have a well-defined weakness or
weaknesses that jeopardize the liquidation of the debt; are characterized by the distinct possibility that the Bank will sustain
some loss if the deficiencies are not corrected. These loans and leases are consistently not meeting the repayment schedule.
Doubtful (7 Rated): Loans and leases graded Doubtful have all the weaknesses inherent in those classified as Substandard, plus
the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts,
conditions, and values highly questionable and improbable. The ability of the borrower to service the debt is extremely weak,
overdue status is constant, the debt has been placed on non-accrual status, and no definite repayment schedule exists. Once the
loss position is determined, the amount is charged off.
Loss (8 Rated): Loss rated loans and leases are considered uncollectible and of such little value that their continuance as assets
is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is
not practical or desirable to defer writing off this credit even though partial recovery may be affected in the future.
105
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The following tables present credit quality indicators by portfolio class:
Term Loans and Leases Amortized Cost Basis by Origination Year
December 31, 2021
Small Business
Banking
Risk Grades 1 - 4
Risk Grade 5
Risk Grades 6 - 8
Total
Specialty Lending
Risk Grades 1 - 4
Risk Grade 5
Risk Grades 6 - 8
Total
Paycheck Protection
Program
Risk Grades 1 - 4
Risk Grade 5
Risk Grades 6 - 8
Total
Total
December 31, 2020
Small Business
Banking
Risk Grades 1 - 4
Risk Grade 5
Risk Grades 6 - 8
Total
Specialty Lending
Risk Grades 1 - 4
Risk Grade 5
Risk Grades 6 - 8
Total
Paycheck Protection
Program
Risk Grades 1 - 4
Risk Grade 5
Risk Grades 6 - 8
Total
Total
2021
2020
2019
2018
2017
Prior
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted
to Term Total(1,2)
$ 1,051,775 $ 853,250 $ 522,407 $ 285,397 $ 188,858 $ 116,645 $ 46,356 $
5,066
1,457
1,062,130 881,568 615,818 360,557 240,712 151,817 52,879
19,651 65,715 60,615 37,661 13,933
8,667 27,696 14,545 14,193 21,239
7,838
2,517
1,771 $ 3,066,459
195 210,674
91,088
774
2,740 3,368,221
644,851 238,409 73,978 42,452 38,703
5,497 10,415 17,104
—
8,654
3,166
647,101 256,103 82,641 61,521 55,807
17,677
17
2,250
—
— 133,889
2,953
—
2,315
75
2,315 136,917
848
1,816 1,174,098
56,744
14,227
2,664 1,245,069
—
204,803
—
—
—
—
204,803
—
$ 1,914,034 $ 1,201,243 $ 698,459 $ 422,078 $ 296,519 $ 154,132 $ 189,796 $
63,572
—
—
63,572
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 268,375
—
—
—
—
— 268,375
5,404 $ 4,881,665
Term Loans and Leases Amortized Cost Basis by Origination Year
2020
2019
2018
2017
2016
Prior
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted
to Term Total(1,2)
$ 724,506 $ 475,593 $ 287,712 $ 230,653 $ 159,877 $ 59,065 $ 32,373 $
2,131
631
740,667 544,164 365,208 290,221 182,504 71,149 35,135
16,080 59,595 62,857 44,478 11,203
8,976 14,639 15,090 11,424
3,666
8,418
81
1,392 $ 1,971,171
212 200,222
59,468
209
1,813 2,230,861
296,537 96,553 48,930 40,626
6,379
2,752 18,718
—
—
8,635
304,209 102,932 60,317 59,344
7,672
—
—
—
5,782
5,782
— 55,229
—
1,711
77
—
— 57,017
632 538,507
37,232
—
14,494
632 590,233
—
1,528,180
—
—
—
—
1,528,180
—
$ 2,573,056 $ 647,096 $ 425,525 $ 349,565 $ 188,286 $ 71,149 $ 92,152 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 1,528,180
—
—
—
—
— 1,528,180
2,445 $ 4,349,274
(1) Total loans and leases include $2.07 billion of U.S. government guaranteed loans as of December 31, 2021, segregated by
risk grade as follows: Risk Grades 1 – 4 = $1.88 billion, Risk Grade 5 = $134.2 million, Risk Grades 6 – 8 = $63.0 million.
As of December 31, 2020, total loans and leases include $2.61 billion of U.S. government guaranteed loans, segregated by
risk grade as follows: Risk Grades 1 – 4 = $2.44 billion, Risk Grade 5 = $128.0 million, Risk Grades 6 – 8 = $40.9 million.
(2) Excludes $645.2 million and $815.4 million of loans accounted for under the fair value option as of December 31, 2021
and December 31, 2020, respectively.
106
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Nonaccrual Loans and Leases
As of December 31, 2021 and December 31, 2020 there were no loans greater than 90 days past due and still accruing. There
was no interest income recognized on nonaccrual loans and leases during the twelve months ended December 31, 2021 and
2020. Nonaccrual loans and leases are generally included in the held for investment portfolio. Accrued interest receivable on
loans totaled $31.0 million and $41.0 million at December 31, 2021 and December 31, 2020, respectively, and is included in
other assets in the accompanying consolidated balance sheets.
Nonaccrual loans and leases as of December 31, 2021 and December 31, 2020 are as follows:
December 31, 2021
Commercial & Industrial
Small Business Banking
Payroll Protection Program
Total
Construction & Development
Small Business Banking
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
December 31, 2020
Commercial & Industrial
Small Business Banking
Total
Construction & Development
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
Loan and Lease
Balance(1)
Guaranteed
Balance
Unguaranteed
Balance
Unguaranteed
Exposure with No
ACL
16,911 $
1,482
18,393
3,884
3,884
12,410
2,315
14,725
5,531
5,531
42,533 $
13,981 $
1,482
15,463
2,930 $
—
2,930
1,201
1,201
5,226
507
5,733
2,683
2,683
7,184
1,808
8,992
4,148
4,148
26,545 $
1,383
1,383
15,988 $
—
—
—
—
—
5,169
1,808
6,977
—
—
6,977
Loan and Lease
Balance(1)
Guaranteed
Balance
Unguaranteed
Balance
Unguaranteed
Exposure with No
ACL
17,992 $
17,992
3,723
3,723
15,085
7,068
22,153
2,242
2,242
46,110 $
12,046 $
12,046
5,946 $
5,946
—
—
6,725
5,533
12,258
3,723
3,723
8,360
1,535
9,895
1,728
1,728
26,032 $
514
514
20,078 $
—
—
3,723
3,723
5,327
—
5,327
—
—
9,050
$
$
$
$
(1) Excludes nonaccrual loans accounted for under the fair value option. See Note 10. Fair Value of Financial Instruments for
additional information.
107
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The following tables present the amortized cost basis of collateral-dependent loans and leases which are individually evaluated
to determine expected credit losses, as of December 31, 2021 and 2020:
December 31, 2021
Commercial & Industrial
Small Business Banking
Total
Construction & Development
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
December 31, 2020
Commercial & Industrial
Small Business Banking
Total
Construction & Development
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
Total Collateral Dependent Loans
Unguaranteed Portion
Real
Estate
Business
Assets
Other
Real
Estate
Business
Assets
Other
Allowance
for Credit
Losses
$
698 $ 7,475 $ — $
698 7,475
—
152 $
152
449 $ — $
—
449
235
235
3,858
3,858
—
—
— 2,657
— 2,657
5,172
512
5,684
700
—
700
64 4,038
6
—
64 4,044
—
—
14
—
14
—
—
13
—
13
57
57
65
—
65
—
5,541
5,541
—
$ 15,781 $ 8,175 $
— 1,393
— 1,393
64 $ 8,246 $
—
—
463 $
—
—
13 $
601
601
958
Total Collateral Dependent Loans
Unguaranteed Portion
Real
Estate
Business
Assets
Other
Real
Estate
Business
Assets
Other
Allowance
for Credit
Losses
$ 1,279
1,279
$
9,440 $
9,440
197 $
197
531
531
$ 4,077 $
4,077
66 $ 1,281
66 1,281
3,767
3,767
11,568
13,196
24,764
—
—
258
—
258
— 3,767
— 3,767
—
—
— —
332 6,873
— 7,663
332 14,536
9
—
9
335
—
335
—
—
175
23
198
— —
— —
302
302
401 $ 1,781
$ 4,086 $
2,263
2,263
$ 32,073
$
—
—
9,698 $
534
—
—
534
529 $ 19,368
108
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Allowance for Credit Losses – Loans and Leases
On January 1, 2020, the Company adopted ASC 326. Upon adoption, the Company maintains the ACL at levels management
believes represents the future expected credit losses in the loan and lease portfolios as of the balance sheet date. See Note 1.
Organization and Summary of Significant Accounting Policies for a description of the methodologies used to estimate credit
losses under ASC 326 and, for prior periods, ASC 405 and ASC 310.
The following tables detail activity in the allowance for credit losses for the periods presented:
Commercial
& Industrial
Construction
&
Development
Commercial
Real Estate
Commercial
Land
Total
December 31, 2021
Beginning Balance
Charge offs
Recoveries
Provision
Ending Balance
December 31, 2020
Beginning Balance, prior to adoption of
ASC 326
Impact of adopting ASC 326
Charge offs
Recoveries
Provision
Ending Balance
December 31, 2019
Beginning Balance
Charge offs
Recoveries
Provision
Ending Balance
$
$
$
$
$
$
26,941
$
(2,912 )
172
13,569
37,770 $
5,663
$
(262 )
—
(1,966 )
3,435 $
18,148
$
(2,731 )
1,813
1,838
19,068 $
1,554
$
(12 )
—
1,769
3,311 $
52,306
(5,917 )
1,985
15,210
63,584
15,757
$
(4,561 )
(4,401 )
84
20,062
26,941 $
2,732 $
1,131
—
—
1,800
5,663 $
8,427 $
1,916
(10,347 )
28
18,124
18,148 $
1,318 $
193
(644 )
15
672
1,554 $
28,234
(1,321 )
(15,392 )
127
40,658
52,306
6,524 $
(887 )
246
9,874
15,757 $
2,042 $
—
—
690
2,732 $
5,259 $
(615 )
18
3,765
8,427 $
607 $
(173 )
1
883
1,318 $
14,432
(1,675 )
265
15,212
28,234
During the year ended December 31, 2021, increases to the ACL were primarily related to loan growth which has outpaced the
improvement in forecasted unemployment rates and other conditions related to the COVID-19 pandemic. Unemployment rates
were forecasted for twelve months followed by a twelve-month straight-line reversion period. Additionally, the provision
expense was impacted by net charge-offs during the period.
During the year ended December 31, 2020, increases to the ACL were primarily related to the severity of forecasted
unemployment rates and ongoing developments as a result of the COVID-19 pandemic. Unemployment rates were forecasted
for twelve months followed by a twelve-month straight-line reversion period. Additionally, the provision expense was impacted
by loan and lease growth and net charge-offs during the period.
109
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The following table presents the average recorded investment of impaired loans and leases for each period presented and
interest income recognized during the period in which the loans and leases were considered impaired.
Commercial & Industrial
Small Business Banking
Specialty Lending
Total
Construction & Development
Small Business Banking
Specialty Lending
Total
Commercial Real Estate
Small Business Banking
Specialty Lending
Total
Commercial Land
Small Business Banking
Total
Total
December 31, 2019
Average
Balance
Interest
Income
Recognized
$
$
10,809 $
2,249
13,058
722
—
722
22,996
1,855
24,851
17,427
17,427
56,058 $
137
59
196
15
—
15
632
10
642
771
771
1,624
The following table represent the types of TDRs that were made during the periods presented:
Interest Only
Payment Deferral
Extend Amortization
Recorded
investment
at period
end
Number of
Loans
Number of
Loans
Recorded
investment
at period
end
Number of
Loans
Recorded
investment
at period
end
Other(1)
Total TDRs(2)
Recorded
investment
at period
end
Number of
Loans
Number of
Loans
Recorded
investment
at period
end
December 31, 2021
Commercial & Industrial
Small Business
Banking
Total
Commercial Real Estate
Small Business
Banking
Total
Total
— $
—
—
—
3 $
3
6,097
6,097
1 $
1
496
496
— $
—
—
—
4 $
4
6,593
6,593
—
—
— $
—
—
—
6,613
5
5
6,613
8 $ 12,710
—
—
1 $
—
—
496
1
1
1 $
3,124
3,124
3,124
9,737
6
6
9,737
10 $ 16,330
(1) Includes one small business banking loan with extend amortization and a rate concession TDR.
(2) Excludes loans accounted for under the fair value option. See Note 10. Fair Value of Financial Instruments for additional
information.
110
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Interest Only
Payment Deferral
Extend Amortization
Recorded
investment
at period
end
Number of
Loans
Number of
Loans
Recorded
investment
at period
end
Number of
Loans
Recorded
investment
at period
end
Other(1)
Total TDRs(2)
Recorded
investment
at period
end
Number of
Loans
Number of
Loans
Recorded
investment
at period
end
December 31, 2020
Commercial & Industrial
Small Business
Banking
Specialty Lending
Total
Construction &
Development
Small Business
Banking
Total
Commercial Real Estate
Small Business
Banking
Specialty Lending
Total
Commercial Land
Small Business
Banking
Total
Total
— $
—
—
—
—
—
6 $
—
6
1,895
—
1,895
— $
2
2
—
423
423
1 $
—
1
170
—
170
7 $
2
9
2,065
423
2,488
—
—
—
—
—
—
—
—
1
1
1,787
1,787
—
—
—
—
1
1
1,787
1,787
—
—
—
—
—
— $
—
—
—
—
—
—
2
1
3
3,738
3,627
7,365
—
—
—
—
—
—
—
—
2 12,219
2 12,219
3,738
2
3 15,846
5 19,584
—
—
9 $
—
—
9,260
1
1
4 $
4,865
4,865
7,075
—
—
—
—
3 $ 12,389
4,865
1
1
4,865
16 $ 28,724
(1) Includes one small business banking interest only and rate concession TDR ($170 thousand), and two specialty lending
interest only and rate concession TDRs ($12.2 million).
(2) Excludes loans accounted for under the fair value option. See Note 10. Fair Value of Financial Instruments for additional
information.
December 31, 2019
Interest Only
Payment Deferral
Recorded
investment
at period
end
Number of
Loans
Number of
Loans
Recorded
investment
at period
end
Extend Amortization
Recorded
investment
at period
end
Number of
Loans
Other(1)
Total TDRs(2)
Recorded
investment
at period
end
Number of
Loans
Recorded
investment
at period
end
Number of
Loans
Commercial & Industrial
Small Business Banking
Total
Commercial Real Estate
Small Business Banking
Total
Total
1 $
1
348
348
— $
—
—
—
—
—
1 $
—
—
348
1
1
1 $
1,841
1,841
1,841
— $
—
—
—
— $
—
—
—
—
—
— $
—
—
—
1
1
1 $
259
259
259
1 $
1
2
2
3 $
348
348
2,100
2,100
2,448
(1) Includes one payment deferral and rate concession TDR ($259 thousand).
(2) Excludes loans accounted for under the fair value option. See Note 10. Fair Value of Financial Instruments for additional
information.
Concessions made to improve a loan and lease’s performance have varying degrees of success. One TDR that was modified
within the twelve months ended December 31, 2021 subsequently defaulted during the twelve months ended December 31,
2021. The TDR that defaulted was a Commercial Real Estate Small Business Banking loan that had previously been modified
for a payment deferral and had a recorded investment of $50 thousand at December 31, 2021. No TDRs that were modified
within the twelve months ended December 31, 2020 subsequently defaulted during the twelve months ended December 31,
2020. One TDR that was modified within the twelve months ended December 31, 2019 subsequently defaulted during the
twelve months ended December 31, 2019. The TDR default was a commercial real estate healthcare loan that was previously
modified for payment deferral and had a recorded investment of $1.8 million at December 31, 2019.
111
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 4. Leases
Lessor Equipment Leasing
The Company purchases new equipment for the purpose of leasing such equipment to customers within its verticals. Equipment
purchased to fulfill commitments to commercial renewable energy projects is rented out under operating leases while leases of
equipment outside of the renewable energy vertical are generally direct financing leases. Accordingly, leased assets under
operating leases are included in premises and equipment while leased assets under direct financing leases are included in loans
and leases held for investment.
Direct Financing Leases
The gross lease payments receivable and the net investment included in accounts receivable for such leases are as follows:
As of December 31,
2021
2020
Gross direct finance lease payments receivable
Less - unearned interest
Net investment in direct financing leases
$
$
Future minimum lease payments receivable under direct finance leases are as follows:
As of December 31, 2021
2022
2023
2024
2025
2026
Total
$
$
7,333 $
(998 )
6,335 $
Amount
10,629
(1,685 )
8,944
2,495
2,102
1,524
1,095
117
7,333
Interest income of $669 thousand, $838 thousand and $991 thousand was recognized in the twelve months ended December 31,
2021, 2020 and 2019, respectively.
Operating Leases
As of December 31, 2021 and 2020, the Company had a net investment of $123.9 million and $134.5 million, respectively, in
assets included in premises and equipment that are subject to operating leases. Of the net investment, the gross balance of the
assets was $163.4 million and $164.3 million and accumulated depreciation was $39.5 million and $29.8 million as of
December 31, 2021 and 2020, respectively. Depreciation expense recognized on these assets for the twelve months ended
December 31, 2021, 2020 and 2019 was $9.7 million, $9.8 million and $9.7 million, respectively.
Lease income of $9.5 million, $9.5 million and $9.4 million was recognized in the twelve months ended December 31, 2021,
2020 and 2019, respectively.
A maturity analysis of future minimum lease payments receivable under non-cancelable operating leases is as follows:
As of December 31, 2021
2022
2023
2024
2025
2026
Thereafter
Total
$
$
112
Amount
9,057
9,075
8,808
8,935
8,923
22,252
67,050
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Lessee Lease Arrangements
The Company has operating leases for real property, land, copiers and other equipment. These leases have remaining lease
terms of 1 year to 25 years, some of which include options to extend the leases for up to 20 years, and some of which include
options to terminate the leases. The Company has concluded that it is reasonably certain it will exercise the options to extend
for only one lease, which was therefore recognized as part of the ROU asset and lease liability.
The Company has a finance lease for fitness equipment, and it has a remaining lease term of approximately 0.92 years. There
are no options to extend or terminate this lease.
The components of lease expense are as follows:
Operating lease cost
Short-term lease cost
Finance lease cost:
Amortization of right-of-use assets
Interest expense on lease liabilities
Sublease income
Total net lease cost
December 31, 2021
December 31, 2020
$
$
635 $
96
3
—
—
734 $
787
87
5
—
(29 )
850
Supplemental disclosure for the consolidated balance sheet related to finance leases is as follows:
Operating lease right-of-use asset
Operating lease liability
Finance lease right-of-use asset
Finance lease liability
$
December 31, 2021
December 31, 2020
2,228 $
2,436
4
4
2,522
2,756
9
9
The weighted average remaining lease term and weighted average discount rate for leases are as follows:
Weighted average remaining lease term (years)
Operating leases
Finance lease
Weighted average discount rate
Operating leases
Finance lease
December 31, 2021
December 31, 2020
12.35
0.92
2.74 %
3.10 %
12.21
1.92
2.87 %
3.10 %
A maturity analysis of operating and finance lease liabilities is as follows:
As of December 31, 2021
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: imputed interest
Total lease liabilities
Operating Leases
Finance Leases
871 $
618
237
78
43
1,159
3,006
(570 )
2,436 $
4
—
—
—
—
—
4
—
4
$
$
113
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
In December 2021, the Company entered into a lease agreement to rent real property for a term of 91 months with $1.1 million
of future expected lease payments. There is an option to renew the lease for an additional 5 year period. As of December 31,
2021, the lease had not commenced.
Note 5. Servicing Assets
Loans serviced for others are not included in the accompanying consolidated balance sheet. The unpaid principal balances of
loans serviced for others requiring recognition of a servicing asset were $2.29 billion, $2.21 billion and $2.26 billion at
December 31, 2021, 2020 and 2019, respectively. The unpaid principal balance for all loans serviced for others was $3.30
billion, $3.21 billion and $2.97 billion at December 31, 2021, 2020 and 2019, respectively.
The following summarizes the activity pertaining to servicing rights:
Balance at beginning of period
Additions, net
Fair value changes:
Due to changes in valuation inputs or assumptions
Decay due to increases in principal paydowns or runoff
Balance at end of period
2021
2020
$
$
33,918 $
11,382
(982 )
(10,744 )
33,574 $
35,365
8,511
(1,049 )
(8,909 )
33,918
The fair value of servicing rights was determined using a weighted average discount rate of 13.2% on December 31, 2021 and
11.7% on December 31, 2020. The fair value of servicing rights was determined using a weighted average prepayment speed of
16.2% on December 31, 2021 and 18.8% on December 31, 2020, with the actual rate depending on the stratification of the
specific right. Changes to fair value are reported in loan servicing asset revaluation within the consolidated statements of
income.
The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Changes in prepayment speed
assumptions have the most significant impact on the fair value of servicing rights. Generally, as interest rates rise on variable
rate loans, loan prepayments increase due to an increase in refinance activity, which results in a decrease in the fair value of
servicing assets, however, weakening economic conditions or significant declines in interest rates can also increase loan
prepayment activity. Measurement of fair value is limited to the conditions existing and the assumptions used as of a particular
point in time, and those assumptions may not be appropriate if they are applied at a different time.
Note 6. Premises and Equipment
Components of Premises and Equipment
Components of premises and equipment and total accumulated depreciation at December 31, 2021 and 2020 are as follows:
Buildings
Land improvements
Furniture and equipment
Computers and software
Leasehold improvements
Land
Transportation
Solar panels
Deposits on fixed assets
Premises and equipment, total
Less accumulated depreciation
Premises and equipment, net of depreciation
114
2021
2020
$
$
54,746 $
5,180
18,683
8,399
8,106
8,650
49,766
163,391
712
317,633
(77,437 )
240,196 $
54,718
5,180
18,032
6,001
8,068
8,650
30,496
164,295
20,124
315,564
(56,297 )
259,267
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Deposits on fixed assets at December 31, 2021 consist primarily of software development costs and campus improvement costs.
Depreciation expense for the years ended December 31, 2021, 2020 and 2019 amounted to $21.2 million, $21.6 million and
$19.3 million, respectively.
Note 7. Deposits
The types of deposits at December 31, 2021 and 2020 are:
Noninterest-bearing deposits
Interest-bearing deposits:
Interest-bearing checking
Money market
Savings
Time deposits
Total
Total deposits
2021
2020
$
89,279 $
75,287
—
105,628
3,507,354
3,409,783
7,022,765
7,112,044 $
250,060
117,010
2,081,561
3,188,910
5,637,541
5,712,828
$
The aggregate amount of time deposits in denominations of $250 thousand or more at December 31, 2021 and 2020 was
approximately $564.8 million and $644.0 million, respectively. At December 31, 2021 the scheduled maturities of total time
deposits are as follows:
Year
2022
2023
2024
2025
2026
Thereafter
Total
$
$
Amount
1,918,843
451,722
271,522
194,826
193,730
379,140
3,409,783
115
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 8. Borrowings
Total outstanding borrowings consisted of the following:
Borrowings
In March 2021, the Company entered into a 60-month term loan agreement of $50.0
million with a third party correspondent bank. The loan accrues interest at a fixed
rate of 2.95% with a monthly payment sufficient to fully amortize the loan, with all
remaining unpaid principal and interest due at maturity on March 30, 2026. The
Company paid the Lender a non-refundable $325 thousand loan origination fee upon
signing of the Note that is presented as a direct deduction from the carrying amount
of the loan and will be amortized into interest expense over the life of the loan.
In April 2020, the Company entered into the Federal Reserve Bank's Paycheck
Protection Program Liquidity Facility ("PPPLF"). Under the PPPLF, advances must
be secured by pledges of loans to small businesses originated by the Company under
the U.S. Small Business Administration's 7(a) loan program titled the Paycheck
Protection Program. The PPPLF accrues interest at thirty-five basis points and
matures at various dates equal to the maturity date of the PPPLF collateral pledged
to secure the advance, ranging from April 6, 2022 to May 5, 2026, and will be
accelerated on and to the extent of any 7(a) loan forgiveness reimbursement by the
SBA for any PPPLF collateral or the date of purchase by the SBA from the borrower
of any PPPLF collateral. On the maturity date of each advance, the Company shall
repay the advance plus accrued interest. This $267.6 million borrowing was fully
advanced at December 31, 2021.
In September 2020, the Company renewed a $50.0 million revolving line of credit
originally issued in 2017 with a third party correspondent bank. Subsequently on
October 20, 2021, the Company renewed and increased the revolving line of credit
from $50.0 million to $100.0 million and increased the term from 12 months to 36
months. The line of credit is unsecured and accrues interest at 30-day SOFR plus
1.25%, with an interest rate cap of 4.25% and an interest rate floor of 2.75%.
Payments are interest only with all principal and accrued interest due at maturity on
October 10, 2024. The terms of this loan require the Company to maintain minimum
capital and debt service coverage ratios. The Company paid the Lender a non-
refundable $750 thousand loan origination fee upon signing of the Note that will be
amortized into interest expense over the life of the loan. The Company made an
advance of $8.0 million on December 20, 2021 and there is $92.0 million of
available credit remaining at December 31, 2021.
Other long term debt (1)
Total borrowings
(1) Includes finance leases.
December 31,
2021
December 31,
2020
$
42,734 $
—
267,550
1,527,596
8,000
5
318,289 $
14,488
9
1,542,093
$
The Company may purchase federal funds through unsecured federal funds lines of credit with various correspondent banks,
which totaled $167.5 million as of December 31, 2021 and 2020. These lines are intended for short-term borrowings and are
subject to restrictions limiting the frequency and terms of advances. These lines of credit are payable on demand and bear
interest based upon the daily federal funds rate. The Company had no outstanding balances on the lines of credit as of
December 31, 2021 or 2020.
The Company has entered into a repurchase agreement with a third party for up to $5.0 million as of December 31, 2021 and
2020. At the time the Company enters into a transaction with the third party, the Company must transfer securities or other
assets against the funds received. The terms of the agreement are set at market conditions at the time the Company enters into
such transaction. The Company had no outstanding balance on the repurchase agreement as of December 31, 2021 and 2020.
116
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
On June 18, 2018, the Company entered into a borrowing agreement with the Federal Home Loan Bank of Atlanta. These
borrowings must be secured with eligible collateral approved by the Federal Home Loan Bank of Atlanta. As of December 31,
2021 and 2020, there was $2.02 billion and $2.01 billion, respectively, of potential borrowing capacity available under this
agreement. There is no collateral pledged and no advances outstanding as of December 31, 2021 or 2020.
The Company may borrow funds through the Federal Reserve Bank’s discount window. These borrowings are secured by a
blanket floating lien on qualifying loans with a balance of $2.44 billion and $2.22 billion as of December 31, 2021 and 2020,
respectively. At December 31, 2021 and 2020, the Company had approximately $2.04 billion and $1.77 billion, respectively,
in borrowing capacity available under these arrangements with no outstanding balance as of December 31, 2021 or 2020.
Note 9. Income Taxes
The components of income tax expense for the years ended December 31 are as follows:
Current income tax expense:
Federal
State
Total current tax expense
Deferred income tax expense (benefit):
Federal
State
Total deferred tax expense (benefit)
Income tax expense (benefit), as reported
2021
2020
2019
$
$
12,774 $
6,211
18,985
22,886
1,922
24,808
43,793 $
2,071 $
3,222
5,293
(12,946 )
(4,501 )
(17,447 )
(12,154 ) $
1,339
2,625
3,964
3,031
(1,564 )
1,467
5,431
Reported income tax expense (benefit) differed from the amounts computed by applying the U.S. federal statutory income tax
rate of 21% in 2021, 2020 and 2019 to income before income taxes as follows:
Income tax expense computed at the statutory rate
$
44,266 $
9,952 $
4,928
2021
2020
2019
State income tax expense (benefit) , net of federal
Stock-based compensation expense
Decrease in taxes due to investment tax credit
Net operating loss carryback arising from CARES Act
Other
Total income tax expense (benefit)
6,426
(4,689 )
(3,392 )
—
1,182
43,793 $
(1,009 )
(17,489 )
—
(3,732 )
124
(12,154 ) $
838
443
(1,561 )
—
783
5,431
$
117
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Components of deferred tax assets and liabilities are as follows:
Deferred tax assets:
Mark to market on loans held for sale
Allowance for loan and lease losses
Stock-based compensation expense
Deferred loan fees and costs, net
Accrued expenses
Operating lease liabilities
Goodwill and intangibles
Tax credit carryforwards
Other
Total deferred tax assets
Deferred tax liabilities:
Premises and equipment
Net unrealized gains on equity securities
Net unrealized losses on equity method investments
Unguaranteed loan discount
Net unrealized gains on securities available for sale
Operating lease right-of-use assets
Other
Total deferred tax liabilities
Net deferred tax (liability) asset
2021
2020
$
$
24,213 $
19,918
3,720
3,388
2,247
584
71
—
1,474
55,615
41,038
12,282
10,991
6,171
614
534
—
71,630
(16,015 ) $
25,107
19,311
1,805
6,535
2,487
661
278
21,892
1,036
79,112
39,847
4,386
11,417
12,612
6,792
605
843
76,502
2,610
The Company assesses the realizability of deferred tax assets at each reporting period and considers whether it is more likely
than not that a deferred tax asset will not be realized. The realization of a deferred tax asset is dependent upon the generation of
future taxable income during periods in which the related temporary difference becomes deductible or realizable prior to its
expiration. The Company considers projected future taxable income, scheduled reversal of deferred tax liabilities, cessation of
investing in renewable energy assets that generate investment tax credits and tax planning strategies in making this assessment.
Based on these considerations, management believes it is more likely than not that the deferred tax assets will be realized.
The Company does not have any uncertain tax positions and does not have any interest and penalties recorded in the income
statement or balance sheet for the years ended December 31, 2021, 2020 and 2019. The Company files a consolidated income
tax return in the U.S. federal tax jurisdiction.
Generally, the Company’s federal and state tax returns are no longer subject to examination by the taxing authorities for years
prior to 2015.
118
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 10. Fair Value of Financial Instruments
Fair Value Hierarchy
There are three levels of inputs in the fair value hierarchy that may be used to measure fair value. Financial instruments are
considered Level 1 when valuation can be based on quoted prices in active markets for identical assets or liabilities. Level 2
financial instruments are valued using quoted prices for similar assets or liabilities; quoted prices in markets that are not active;
or models using inputs that are observable or can be corroborated by observable market data of substantially the full term of the
assets or liabilities. Financial instruments are considered Level 3 when their values are determined using pricing models,
discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is
unobservable and when determination of the fair value requires significant management judgment or estimation.
Recurring Fair Value
The following sections provide a description of the valuation methodologies used for instruments measured at fair value on a
recurring basis, as well as the general classification of such instruments pursuant to the fair value hierarchy:
Investment securities: Where quoted prices are available in an active market, securities are classified within Level 1 of the
valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded
equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of
securities with similar characteristics, discounted cash flow or at net asset value per share. Level 2 securities would include U.S.
government agency securities, mortgage-backed securities, obligations of states and political subdivisions and certain corporate,
asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the
valuation, securities are classified within Level 3 of the valuation hierarchy.
Loans held for sale: The fair values of loans held for sale are determined by discounting estimated cash flows using interest
rates approximating prevailing market rates for similar loans adjusted to reflect the inherent credit risk. Due to the nature of the
valuation inputs, loans held for sale are classified within Level 3 of the valuation hierarchy.
Loans held for investment: The fair values of loans held for investment are typically determined based on discounted cash flow
analyses using market-based interest rate spreads. Discounted cash flow analyses are adjusted, as appropriate, to reflect current
market conditions and borrower-specific credit risk. If the loan is collateral dependent, the fair value is determined based on the
difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair
value of the loan’s collateral is determined by appraisals, independent valuation, or management’s estimation of fair value
which is then adjusted for the cost related to liquidation of the collateral. Due to the nature of the valuation inputs, loans held
for investment are classified within Level 3 of the valuation hierarchy.
Servicing assets: Servicing rights do not trade in an active, open market with readily observable prices. While sales of servicing
rights do occur, the precise terms and conditions typically are not readily available. Accordingly, the Company estimates the fair
value of servicing rights using discounted cash flow models incorporating numerous assumptions from the perspective of a
market participant including servicing income, servicing costs, market discount rates and prepayment speeds. Due to the nature
of the valuation inputs, servicing rights are classified within Level 3 of the valuation hierarchy.
Mutual fund: The mutual fund is registered with the Securities and Exchange Commission as a closed-end, non-diversified
management investment company and operates as an interval fund. The fund primarily invests in the unguaranteed portion of
SBA504 First Lien Loans secured by owner-occupied commercial real estate. This investment is valued using quoted prices in
markets that are not active and is classified as Level 2 within the valuation hierarchy.
Equity warrant assets: Fair value measurements of equity warrant assets of private companies are priced based on a Black-
Scholes option pricing model to estimate the asset value by using stated strike prices, option expiration dates, risk-free interest
rates and option volatility assumptions. Option volatility assumptions used in the Black-Scholes model are based on public
companies that operate in similar industries as the companies in the Company’s private company portfolio. Option expiration
dates are modified to account for estimates of actual life relative to stated expiration. Values are further adjusted for a general
lack of liquidity due to the private nature of the associated underlying company. The Company classifies equity warrant assets
within Level 3 of the valuation hierarchy.
119
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The table below provides a rollforward of the Level 3 equity warrant asset fair values.
Equity Warrant Assets
Balance at beginning of period
Issuances
Net gains on derivative instruments
Settlements
Balance at end of period
Twelve months ended December 31,
2021
2020
$
$
908 $
229
1,088
(553 )
1,672 $
570
203
168
(33 )
908
The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.
December 31, 2021
Investment securities available-for-sale
US government agencies
Mortgage-backed securities
Municipal bonds1
Other debt securities
Loans held for sale
Loans held for investment
Servicing assets2
Mutual fund
Equity warrant assets
Total assets at fair value
December 31, 2020
Investment securities available-for-sale
US government agencies
Mortgage-backed securities
Municipal bonds1
Loans held for sale
Loans held for investment
Servicing assets2
Mutual fund
Equity warrant assets
Total assets at fair value
Total
Level 1
Level 2
Level 3
$
10,637 $
889,339
3,576
2,500
25,310
645,201
33,574
2,379
1,672
$ 1,614,188 $
— $
—
—
—
—
—
—
—
—
— $
10,637 $
889,339
3,480
2,500
—
—
—
2,379
—
908,335 $
—
—
96
—
25,310
645,201
33,574
—
1,672
705,853
Total
Level 1
Level 2
Level 3
$
15,919 $
730,454
3,725
36,111
815,374
33,918
2,351
908
$ 1,638,760 $
— $
—
—
—
—
—
—
—
— $
15,919 $
730,454
3,629
—
—
—
2,351
—
752,353 $
—
—
96
36,111
815,374
33,918
—
908
886,407
1 During the year ended December 31, 2021, the Company recorded a principal paydown of $1 thousand and a fair value
adjustment gain of $1 thousand. During the year ended December 31, 2020, the Company recorded a fair value adjustment
gain of $4 thousand.
2 See Note 5 for a rollforward of recurring Level 3 fair values for servicing assets.
Fair Value Option
The Company has historically elected to account for retained participating interests of all government guaranteed loans under
the fair value option in order to align the accounting presentation with the Company’s viewpoint of the economics of the loans.
Interest income on loans accounted for under the fair value option is recognized in loans and fees on loans on the Company’s
consolidated statements of income. Beginning in the first quarter of 2021, the Company chose not to elect fair value for all
retained participating interests arising from new government guaranteed loan sales. Not electing fair value generally results in a
larger discount being recorded on the date of the sale. This discount is subsequently accreted into interest income over the
underlying loan’s remaining term using the effective interest method. Management made this change of election in alignment
with its ongoing effort to reduce volatility and drive more predictable revenue. In accordance with accounting standards, any
loans for which fair value was previously elected will continue to be measured as such. There were no loans accounted for
under the fair value option that were 90 days or more past due and still accruing interest at December 31, 2021 or 2020. The
unpaid principal balance of unguaranteed exposure for nonaccruals was $6.9 million at December 31, 2021 and 2020.
120
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The following tables provide more information about the fair value carrying amount and the unpaid principal outstanding of
loans accounted for under the fair value option at December 31, 2021 and December 31, 2020.
Total Loans
December 31, 2021
Nonaccruals
90 Days or More Past Due
Fair Value
Carrying
Amount
Unpaid
Principal
Balance
Fair
Value
Carrying
Amount
Difference
Unpaid
Principal
Balance Difference
Fair
Value
Carrying
Amount
Unpaid
Principal
Balance Difference
$ 25,310 $ 26,831 $ (1,521 ) $ — $ — $ — $ — $ — $ —
645,201 666,066 (20,865 ) 38,262 42,841 (4,579 ) 24,057 25,633 (1,576 )
$ 670,511 $ 692,897 $ (22,386 ) $ 38,262 $ 42,841 $ (4,579 ) $ 24,057 $ 25,633 $ (1,576 )
Total Loans
December 31, 2020
Nonaccruals
90 Days or More Past Due
Fair Value
Carrying
Amount
Unpaid
Principal
Balance
Fair
Value
Carrying
Amount
Difference
Unpaid
Principal
Balance Difference
Fair
Value
Carrying
Amount
Unpaid
Principal
Balance Difference
$ 36,111 $ 38,135 $ (2,024 ) $ — $ — $ — $ — $ — $ —
815,374 845,082 (29,708 ) 35,499 39,318 (3,819 ) 25,532 28,741 (3,209 )
$ 851,485 $ 883,217 $ (31,732 ) $ 35,499 $ 39,318 $ (3,819 ) $ 25,532 $ 28,741 $ (3,209 )
Fair Value Option Elections
Loans held for sale
Loans held for investment
Fair Value Option Elections
Loans held for sale
Loans held for investment
The following table presents the net gains (losses) from changes in fair value.
Gains (Losses) on Loans Accounted for under the Fair Value Option
Loans held for sale
Loans held for investment
Twelve Months Ended
December 31,
2021
2020
$
$
502
3,755
4,257
$
$
232
(13,315 )
(13,083 )
Losses related to borrower-specific credit risk were $1.5 million and $5.6 million for the twelve months ended December 31,
2021 and 2020, respectively.
The following tables summarize the activity pertaining to loans accounted for under the fair value option.
Loans held for sale
Balance at beginning of period
Repurchases & Issuances
Fair value changes
Sales
Settlements
Balance at end of period
Loans held for investment
Balance at beginning of period
Repurchases & Issuances
Fair value changes
Settlements
Balance at end of period
Twelve Months Ended
December 31,
2021
2020
36,111
—
502
—
(11,303 )
25,310
$
$
16,198
35,275
232
(6,082 )
(9,512 )
36,111
Twelve Months Ended
December 31,
2021
2020
815,374
37,159
3,755
(211,087 )
645,201
$
$
824,520
173,280
(13,315 )
(169,111 )
815,374
$
$
$
$
121
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Non-recurring Fair Value
The following sections provide a description of the valuation methodologies used for instruments measured at fair value on a
non-recurring basis, as well as the general classification of such instruments pursuant to the fair value hierarchy:
Collateral-dependent loans: Loans are considered collateral-dependent when the Company has determined that foreclosure of
the collateral is probable or when a borrower is experiencing financial difficulty and the loan is expected to be repaid
substantially through the operation or sale of collateral. A collateral-dependent loan’s ACL is measured based on the difference
between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair value of the
loan’s collateral is determined by appraisals, independent valuation, or management’s estimation of fair value which is then
adjusted for the cost related to liquidation of the collateral. Collateral-dependent loans are generally classified as Level 3 based
on management’s judgment and estimation. Loans with agreed upon sales prices are classified as Level 1.
Foreclosed assets: Foreclosed real estate is adjusted to fair value less selling costs upon transfer of the loans to foreclosed real
estate. Subsequently, foreclosed real estate is carried at the lower of carrying value or fair value less selling costs. Fair value is
based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the
collateral. Given the lack of observable market prices for identical properties and market discounts applied to appraised values,
the Company generally classifies foreclosed assets as nonrecurring Level 3.
Long-lived asset held for sale: Long-lived assets held for sale are carried at the lower of carrying value or fair value less selling
costs. Fair value is typically based upon an independent market valuation of the property which is then adjusted for the cost
related to the sell the property. Long-lived assets held for sale with an independent market valuation are generally classified as
nonrecurring Level 3, given the lack of observable market prices for identical assets and market discounts applied to market
prices. Long-lived assets with agreed upon sales prices are classified as Level 1.
Equity security investments with a non-readily determinable fair value: Equity security investments are measured at cost minus
impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or
similar investment of the same issuer. When an observable price change in an orderly transaction occurs for an identical
investment of the same issuer, the investment is generally classified as nonrecurring Level 1 within the valuation hierarchy.
When an observable price change in an orderly transaction occurs for a similar investment of the same issuer, the investment is
generally classified as nonrecurring Level 2 within the valuation hierarchy.
The tables below present the recorded amount of assets and liabilities measured at fair value on a non-recurring basis.
December 31, 2021
Collateral-dependent loans
Foreclosed assets
Total assets at fair value
December 31, 2020
Collateral-dependent loans
Foreclosed assets
Long-lived asset held for sale
Equity security investment with a non-readily
determinable fair value
Total assets at fair value
$
$
$
Total
Level 1
Level 2
Level 3
1,567 $
620
2,187 $
— $
—
— $
— $
—
— $
1,567
620
2,187
Total
Level 1
Level 2
Level 3
— $
—
8,874
—
8,874 $
— $
—
—
25,367
25,367 $
4,159
4,155
—
—
8,314
4,159 $
4,155
8,874
25,367
42,555 $
$
122
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Level 3 Analysis
For Level 3 assets and liabilities measured at fair value as of December 31, 2021 and December 31, 2020, the significant
unobservable inputs used in the fair value measurements were as follows:
December 31, 2021
Level 3 Assets with Significant Unobservable Inputs
Recurring fair value
Municipal bond
Fair Value
$
96
Loans held for sale
$
25,310
Loans held for investment
$
645,201
Equity warrant assets
$
1,672
Valuation
Technique
Discounted
expected cash
flows
Discounted
expected cash
flows
Discounted
expected cash
flows
Discounted
appraisals
Black-Scholes
option pricing
model
Significant Unobservable Inputs
Range
Discount rate
Prepayment speed
4.8%
5.0%
Discount rate
Prepayment speed
6.2% to 21.9%
WAVG 17.4%
Loss rate
Discount rate
Prepayment speed
Appraisal adjustments
Volatility
Risk-free interest rate
Marketability discount
Remaining life
0.0% to 70.2%
(WAVG 1.5%)
6.2% to 21.9%
WAVG 17.4%
10.0% to 85.0%
26.2-88.2%
1.26% to 1.52%
20.0%
4 - 10 years
Loans held for sale
$
36,111 Discounted
expected cash
flows
Loans held for investment
$
815,374 Discounted
Loss rate
Non-recurring fair value
Collateral-dependent loans
Foreclosed assets
December 31, 2020
Level 3 Assets with Significant Unobservable Inputs
Recurring fair value
Municipal bond
Equity warrant assets
Non-recurring fair value
Collateral-dependent loans
Foreclosed assets
$
$
$
$
$
1,567 Discounted
appraisals
620 Discounted
appraisals
Appraisal adjustments (1) 10.0% to 99.0%
Appraisal adjustments (1) 9.0% to 10.0%
Fair Value
Valuation
Technique
Significant Unobservable Inputs
Range
$
96 Discounted
expected cash
flows
Discount rate
Prepayment speed
4.3%
5.0%
Discount rate
Prepayment speed
4.2% to 18.5%
WAVG 19.0%
expected cash
flows
Discounted
appraisals
908 Black-Scholes
option pricing
model
Discount rate
Prepayment speed
Appraisal adjustments
Volatility
Risk-free interest rate
Marketability discount
Remaining life
0.0% to 73.2%
(WAVG 1.5%)
4.2% to 18.5%
WAVG 19.0%
10.0% to 83.0%
26.5-87.1%
0.36% to 0.93%
20.0%
5 - 10 years
4,159 Discounted
appraisals
4,155 Discounted
appraisals
Appraisal adjustments (1) 10.0% to 83.0%
Appraisal adjustments (1) 10.0% to 20.0%
(1) Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and other qualitative
adjustments.
123
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Estimated Fair Value of Other Financial Instruments
GAAP also requires disclosure of fair value information about financial instruments carried at book value on the consolidated
balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or
other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and
estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to
independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Accordingly, the
aggregate fair value amounts presented do not represent the underlying value of the Company.
The carrying amounts and estimated fair values of the Company’s financial instruments are as follows:
December 31, 2021
Financial assets
Cash and due from banks
Federal funds sold
Certificates of deposit with other banks
Loans held for sale
Loans and leases held for investment, net
of allowance for credit losses on loans
and leases
Financial liabilities
Deposits
Borrowings
December 31, 2020
Financial assets
Cash and due from banks
Federal funds sold
Certificates of deposit with other banks
Loans held for sale
Loans and leases held for investment, net
of allowance for credit losses on loans
and leases
Financial liabilities
Quoted Price In
Active Markets
for Identical
Assets/Liabilities
(Level 1)
Carrying
Amount
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total Fair
Value
$ 187,203 $
16,547
4,750
1,091,209
187,203 $
16,547
4,930
—
— $
—
—
—
— $ 187,203
16,547
—
4,930
—
1,197,307 1,197,307
4,812,477
—
—
4,958,875 4,958,875
7,112,044
318,289
—
—
6,942,512
—
— 6,942,512
312,036 312,036
Quoted Price In
Active Markets
for Identical
Assets/Liabilities
(Level 1)
Carrying
Amount
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total Fair
Value
$ 297,167 $
21,153
6,500
1,139,359
297,167 $
21,153
6,906
—
— $ 297,167
— $
21,153
—
—
—
6,906
—
— 1,235,122 1,235,122
4,277,250
—
— 4,366,489 4,366,489
Deposits
Borrowings
5,712,828
1,542,093
— 5,711,781
—
— 5,711,781
— 1,542,171 1,542,171
Note 11. Commitments and Contingencies
Litigation
In the normal course of business, the Company is involved in various legal proceedings. Management believes that the outcome
of such proceedings will not materially affect the financial position, results of operations or cash flows of the Company.
124
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
On March 12, 2021, a purported class action was filed against the Company in the United States District Court for the Eastern
District of North Carolina, Joseph McAlear, individually and on behalf of all others similarly situated v. Live Oak Bancshares,
Inc. et al. The complaint alleges the existence of an agreement between the Company, nCino, Inc. and Apiture, LLC in which
those companies purportedly sought to restrain the mobility of employees in violation of antitrust laws by agreeing not to solicit
or hire each other’s employees. The complaint alleges violations of Section 1 of the federal Sherman Act (15 U.S.C. § 1) and
violations of Sections 75-1 and 75-2 of the North Carolina General Statutes. The plaintiff seeks monetary damages, including
treble damages, entitlement to restitution, disgorgement, attorneys’ fees, and pre- and post-judgment interest. On October 12,
2021, the Company reached an agreement to settle the case with a proposed class of all persons (with certain exclusions)
employed by the Company or its wholly owned subsidiary, Live Oak Banking Company, Apiture, Inc. or nCino, Inc. in North
Carolina at any time from January 27, 2017, through March 31, 2021. In the agreement, the Company agreed to pay $3.9
million which was included in other liabilities as of December 31, 2021. On October 13, 2021, the plaintiff filed a motion for
preliminary approval of the settlement, and the court granted such preliminary approval by order entered on November 23,
2021. The court set a hearing for April 25, 2022, at which final approval of the settlement will be considered.
Financial Instruments with Off-balance-sheet Risk
The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of
credit. These instruments involve, to varying degrees, credit risk in excess of the amount recognized in the balance sheet.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The
Company uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet
instruments. A summary of the Company’s commitments is as follows:
Commitments to extend credit
Standby letters of credit
Total unfunded off-balance sheet credit risk
December 31, 2021 December 31, 2020
2,054,910
$
22,913
2,077,823
2,634,387 $
10,753
2,645,140 $
$
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established
in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a
fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on
management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property
and equipment, residential real estate and income-producing commercial properties. Commitment letters are issued after
approval of the loan by the Credit Department and generally expire ninety days after issuance.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a
third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk
involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral
held varies as specified above and is required in instances which the Company deems necessary.
As of December 31, 2021 and 2020, the Company had unfunded commitments to provide capital contributions for on-balance
sheet instruments in the amount of $10.4 million and $15.8 million, respectively.
Concentrations of Credit Risk
The distribution of commitments to extend credit approximates the distribution of loans outstanding. The Company does not
have a significant number of credits to any single borrower or group of related borrowers whereby their retained exposure
exceeds $15.0 million, except for thirty relationships that have a retained unguaranteed exposure of $748.3 million of which
$356.7 million of the unguaranteed exposure has been disbursed.
Additionally, the Company has future minimum lease payments receivable under non-cancelable operating leases totaling $67.1
million, of which $20.6 million is due from one relationship.
125
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The Company from time-to-time may have cash and cash equivalents on deposit with financial institutions that exceed
federally-insured limits.
Note 12. Benefit Plans
Defined Contribution Plan
The Company maintains an employee benefit plan pursuant to Section 401(k) of the Internal Revenue Code. The plan covers
substantially all employees. Participants may contribute a percentage of compensation, subject to a maximum allowed under
the Code. In addition, the Company makes certain matching contributions and may make additional contributions at the
discretion of the board of directors. Company expense relating to the plan for the years ended December 31, 2021, 2020 and
2019 amounted to $4.4 million, $3.9 million and $3.0 million, respectively.
Flexible Benefits Plan
The Company maintains a Flexible Benefits Plan which covers substantially all employees. Participants may set aside pre-tax
dollars to provide for future expenses such as dependent care.
Employee Stock Purchase Plan
The Company adopted an Employee Stock Purchase Plan (“2014 ESPP”) on October 8, 2014. On May 24, 2016, the 2014
ESPP was amended and the Amended and Restated Employee Stock Purchase Plan became effective (“ESPP”), within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended. Under this plan, eligible employees are able to
purchase available shares with post-tax dollars as of the grant date. In order for employees to be eligible to participate in this
plan they must be employed or on an authorized leave of absence from the Company or any subsidiary immediately prior to the
grant date. ESPP stock purchases cannot exceed $25 thousand in fair market value per employee per calendar year. Options to
purchase shares under the ESPP are granted at a 15% discount to fair market value. Expense recognized in relation to the ESPP
was $118 thousand, $92 thousand and $77 thousand for fiscal years 2021, 2020 and 2019, respectively.
Stock Option Plans
On March 20, 2015, the Company adopted the 2015 Omnibus Stock Incentive Plan which replaced the previously existing
Amended Incentive Stock Option Plan and Nonstatutory Stock Option Plan. Subsequently on May 24, 2016 and May 15, 2018,
the 2015 Omnibus Stock Incentive Plan was amended and restated to authorize awards covering a maximum of 7,000,000 and
8,750,000 common voting shares, respectively. On May 11, 2021, the Amended and Restated 2015 Omnibus Stock Incentive
Plan was amended to authorize awards covering a maximum of 10,750,000 common voting shares. Options or restricted shares
granted under the Amended and Restated 2015 Omnibus Stock Incentive Plan (the “Plan”) expire no more than 10 years from
date of grant. Exercise prices under the Plan are set by the Board of Directors at the date of grant but shall not be less than
100% of fair market value of the related stock at the date of the grant. Options vest over a minimum of three years from the date
of the grant. Forfeitures are recognized as they occur.
Compensation cost relating to share-based payment transactions are recognized in the financial statements with measurement
based upon the fair value of the equity or liability instruments issued. For the years ended December 31, 2021, 2020 and 2019
the Company recognized $1.3 million, $1.5 million and $1.6 million in compensation expense for stock options, respectively.
Stock option activity under the Plan during the year ended December 31, 2021 is summarized below.
Outstanding at December 31, 2020
Exercised
Forfeited
Outstanding at December 31, 2021
Exercisable at December 31, 2021
Shares
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
11.78
9.89
16.31
12.94
11.72
1,877,762 $
(767,988 )
(47,093 )
1,062,681 $
679,831 $
126
3.26 $
3.05 $
79,010,231
51,374,053
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The following is a summary of non-vested stock option activity for the Company for the years ended December 31, 2021, 2020
and 2019.
Non-vested at December 31, 2018
Vested
Forfeited
Non-vested at December 31, 2019
Vested
Forfeited
Non-vested at December 31, 2020
Vested
Forfeited
Non-vested at December 31, 2021
Shares
1,839,830 $
(288,394 )
(66,040 )
1,485,396
(387,867 )
(74,893 )
1,022,636
(592,693 )
(47,093 )
382,850 $
Weighted
Average Grant
Date Fair
Value
4.60
4.20
3.50
4.73
3.05
4.52
5.38
4.35
7.28
6.75
The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $46.3 million,
$15.9 million and $785 thousand, respectively.
At December 31, 2021, unrecognized compensation costs relating to stock options amounted to $803 thousand which will be
recognized over a weighted average period of 0.77 years.
There were no options granted in 2021, 2020 or 2019.
Restricted Stock Plan
In 2010, the Company adopted a Restricted Stock Plan. Under this plan, a total of 1,350,000 shares of Common Stock were
available for issuance to eligible employees. Restricted stock grants vest in equal installments ranging from immediate vesting
to over a seven year period from the date of the grant. Under the 2015 Omnibus Stock Incentive Plan, which replaced the
previously existing Restricted Stock Plan, during 2019, 164,828 restricted stock units were granted to eligible employees and
outside directors at a weighted average grant date fair value of $17.00, and 500,000 restricted stock units had market price
conditions or non-market-related performance criteria restrictions at a weighted average grant date fair value of $8.81. During
2020, 586,132 restricted stock units were granted to eligible employees and outside directors at a weighted average grant date
fair value of $17.78. The vesting of these grants was time based and had no market price conditions. During 2021, 1,329,508
restricted stock units were granted to eligible employees and outside directors at a weighted average grant date fair value of
$58.19, of which the vesting of all grants was time based.
The fair value of each restricted stock unit is based on the market value of the Company’s stock on the date of the grant.
Restricted stock awards are authorized in the form of restricted stock awards or units (“RSUs”) and restricted stock awards or
units with a market price condition (“Market RSUs”).
RSUs have a restriction based on the passage of time and may also have a restriction based on a non-market-related
performance criteria. The fair value of the RSUs is based on the closing price on the date of the grant.
Market RSUs also have a restriction based on the passage of time and may have non-market-related performance criteria, but
also have a restriction based on market price criteria related to the Company’s share price closing at or above a specified price
for at least twenty (20) consecutive trading days at any time prior to the expiration date of the grants. For the outstanding
Market RSUs as of December 31, 2020, the market price conditions ranged from $45.00 to $55.00 per share. The non-market-
related performance criteria had all been satisfied as of December 31, 2020. The amount of Market RSUs earned will not
exceed 100% of the Market RSUs awarded. The fair value of the Market RSUs and the implied service period is calculated
using the Monte Carlo Simulation method.
127
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
The following is a summary of non-vested RSU stock activity for the Company for the year ended December 31, 2021.
Non-vested at December 31, 2020
Granted
Vested
Forfeited
Non-vested at December 31, 2021
Weighted
Average Grant
Date Fair
Value
18.94
58.19
18.77
21.77
46.12
Shares
889,839 $
1,329,508
(182,272 )
(129,562 )
1,907,513 $
During 2020 and 2019, the Company granted 586,132 and 164,828 RSUs, respectively. The weighted average grant date fair
value for RSUs granted in 2020 and 2019 were $17.78 and $17.00, respectively.
For the years ended December 31, 2021, 2020 and 2019 the Company recognized $11.4 million, $3.5 million and $2.2 million
in compensation expense for RSUs, respectively.
At December 31, 2021, unrecognized compensation costs relating to RSUs amounted to $77.3 million which will be recognized
over a weighted average period of 4.69 years.
The following is a summary of non-vested Market RSU stock activity for the Company for the year ended December 31, 2021.
Non-vested at December 31, 2020
Vested
Forfeited
Non-vested at December 31, 2021
1 Adjusted for modification in 2019, as described below.
Weighted
Average Grant
Date Fair
Value
8.38 1
7.62
6.76
—
Shares
583,500 $
(575,500 )
(8,000 )
— $
During 2019, the Company granted 500,000 Market RSUs with a weighted average grant date fair value of $8.81, as modified.
The compensation expense for Market RSUs is measured based on their grant date fair value as calculated using the Monte
Carlo Simulation and is recognized on a straight-line basis over the average vesting period. The Monte Carlo Simulation used
100,000 simulation paths to assess the expected date of achieving the market price criteria.
Related to the 500,000 Market RSUs granted on February 11, 2019, the share price simulation was based on the Cox, Ross &
Rubinstein option pricing methodology for a period of 10.0 years. The implied term of the restricted stock ranges from 4.5 to
5.8 years. The Monte Carlo Simulation used various assumptions that included a risk free rate of return of 2.62%, expected
volatility of 37.6% and a dividend yield of 0.78%.
On February 11, 2019, 75,000 Market RSUs granted on May 14, 2018 to one employee were modified to lengthen the vesting
term from 7 to 10 years and change the target stock price from $48.00 to a range of $35.00 to $48.00 per share for at least
twenty (20) consecutive trading days. Additionally, 410,000 Market RSUs granted on August 10, 2018, to eleven employees
were modified to lengthen the vesting term from 7 to 10 years and change the amount of Market RSUs that vest at various
target stock prices to 20% per tier. As a result of the modification, the Company recognized additional compensation expense
of $543 thousand for the year ended December 31, 2019.
For the years ended December 31, 2021, 2020 and 2019, the Company recognized $4.2 million, $9.7 million and $7.9 million
respectively, in compensation expense for Market RSUs. For the year ended December 31, 2021, 575,500 Market RSUs met the
performance stock price conditions for the $45.00, $48.00, $50.00 and $55.00 stock price for twenty consecutive days. The
remaining expense of $3.7 million was fully recognized due to the accelerated vesting. For the year ended December 31, 2020,
2,513,233 Market RSUs met the performance stock price conditions for the $34.00, $35.00, $38.00 and $40.00 stock price for
twenty consecutive days. The remaining expense of $2.4 million was fully recognized due to the accelerated vesting.
128
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
There were no remaining Market RSUs at year end December 31, 2021.
Employee Incentive Compensation
The Company has an incentive compensation framework whereby full-time employees are eligible to receive an annual cash
bonus payment plus the opportunity for an annual long-term incentive (“LTI”) equity grant in the form of RSUs. Both cash
bonus and LTI equity grants are based on each individual’s base pay and overall Company performance. LTI grants are also
influenced by each individual’s tiered target as a percent of base pay. Total expenses related to the cash bonus for employees
were $7.7 million, $6.7 million and $7.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. In
addition, for the years ended December 31, 2021 and 2020, the Company paid a discretionary special bonus of $4.0 million and
$7.2 million, respectively, to full-time employees.
Note 13. Regulatory Matters
Dividends
The Bank, as a North Carolina banking corporation, may pay dividends to shareholders provided the bank does not make
distributions that reduce its capital below its applicable required capital, pursuant to North Carolina General Statutes
Section 53C-4-7. However, regulatory authorities may limit payment of dividends by any bank when it is determined that such
a limitation is in the public interest and is necessary to ensure financial soundness of the bank.
Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking
agencies. The Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, includes quantitative
measures designed to ensure capital adequacy. The Basel III Rules require the Company and the Bank to maintain (i) a
minimum common equity Tier 1 ratio minimum of 4.50 percent plus a 2.50 percent “capital conservation buffer” (effectively
resulting in minimum common equity Tier 1 ratio of 7.00 percent), (ii) Tier 1 risk-based capital minimum of 6.00 percent plus
the capital conservation buffer (effectively resulting in a minimum Tier 1 risk-based capital ratio of 8.00 percent), (iii) total
risk-based capital ratio minimum of 8.00 percent plus the capital conservation buffer (effectively resulting in a minimum total
risk-based capital ratio of 10.5 percent) and (iv) Tier 1 leverage capital ratio minimum of 4.00 percent. The capital conservation
buffer is designed to absorb losses during periods of economic stress and effectively increases the minimum required risk-
weighted capital ratios. Failure to meet minimum capital requirements may result in certain actions by regulators that could
have a direct material effect on the consolidated financial statements.
As discussed in Note 1. Organization and Summary of Significant Accounting Policies, the Company recorded a cumulative
effect increase to retained earnings totaling $822 thousand on January 1, 2020 as a result of the adoption of ASC 326. The
Company did not elect the federal banking agencies’ transition option that allowed banking organizations to phase in the day
one effects of ASC 326 on their regulatory capital ratios over multiple years.
Federal bank regulatory agencies have issued an interim final rule that permits banks to neutralize the regulatory capital effects
of participating in the PPPLF and clarify that PPP loans have a zero percent risk weight under applicable risk-based capital
rules. Specifically, a bank may exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated
assets for the purposes of calculating its leverage ratio, while PPP loans that are not pledged as collateral to the PPPLF will be
included. Accordingly, the Company’s PPP loans are excluded from the calculation of the leverage ratio as of December 31,
2021 and 2020.
Based on the most recent notification from the Federal Deposit Insurance Corporation, the Bank is well capitalized under the
regulatory framework for prompt corrective action. As of December 31, 2021, the Company and the Bank met all capital
adequacy requirements to which they are subject and were not aware of any conditions or events that would change each
entity’s well capitalized status.
129
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Capital amounts and ratios as of December 31, 2021 and 2020, are presented in the following table.
Consolidated - December 31, 2021
Common Equity Tier 1
(to Risk-Weighted Assets)
Total Capital
Actual
Minimum Capital
Requirement
Minimum To Be
Well Capitalized
Amount
Ratio
Amount
Ratio
Amount
Ratio
$ 689,367
12.38 % $ 250,619
4.50 %
N/A
N/A
(to Risk-Weighted Assets)
$ 753,691
13.53 % $ 445,544
8.00 %
N/A
N/A
Tier 1 Capital
(to Risk-Weighted Assets)
$ 689,367
12.38 % $ 334,158
6.00 %
N/A
N/A
Tier 1 Capital
(to Average Assets)
Bank - December 31, 2021
Common Equity Tier 1
$ 689,367
8.87 % $ 310,902
4.00 %
N/A
N/A
(to Risk-Weighted Assets)
$ 640,652
12.05 % $ 239,201
4.50 % $ 345,512
6.50 %
Total Capital
(to Risk-Weighted Assets)
$ 704,976
13.26 % $ 425,246
8.00 % $ 531,557
10.00 %
Tier 1 Capital
(to Risk-Weighted Assets)
$ 640,652
12.05 % $ 318,934
6.00 % $ 425,246
8.00 %
Tier 1 Capital
(to Average Assets)
Consolidated - December 31, 2020
Common Equity Tier 1
(to Risk-Weighted Assets)
Total Capital
$ 640,652
8.32 % $ 307,931
4.00 % $ 384,914
5.00 %
$ 521,568
12.15 % $ 193,172
4.50 %
N/A
N/A
(to Risk-Weighted Assets)
$ 574,621
13.39 % $ 343,417
8.00 %
N/A
N/A
Tier 1 Capital
(to Risk-Weighted Assets)
$ 521,568
12.15 % $ 257,563
6.00 %
N/A
N/A
Tier 1 Capital
(to Average Assets)
Bank - December 31, 2020
Common Equity Tier 1
$ 521,568
8.40 % $ 248,417
4.00 %
N/A
N/A
(to Risk-Weighted Assets)
$ 470,069
11.25 % $ 188,012
4.50 % $ 271,573
6.50 %
Total Capital
(to Risk-Weighted Assets)
$ 522,305
12.50 % $ 334,243
8.00 % $ 417,804
10.00 %
Tier 1 Capital
(to Risk-Weighted Assets)
$ 470,069
11.25 % $ 250,683
6.00 % $ 334,243
8.00 %
Tier 1 Capital
(to Average Assets)
$ 470,069
7.60 % $ 247,288
4.00 % $ 309,110
5.00 %
130
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 14. Transactions with Related Parties
The Company has entered into transactions with its directors, officers, significant shareholders, their affiliates, and equity
method investments (“related parties”). Such transactions were made in the ordinary course of business on substantially the
same terms and conditions, including interest rates, as those prevailing at the same time for comparable transactions with other
customers, and did not, in the opinion of management, involve more than normal risk or present other unfavorable features.
During the year ended December 31, 2021, $1.9 million of related party loans were originated with $2.1 million repayments,
resulting in $1.9 million of related party loans as of December 31, 2021. During the year ended December 31, 2020, $2.1
million of related party loans were originated with no repayments resulting in $2.1 million of related party loans as of
December 31, 2020.
Deposits from related parties held by the Company as of December 31, 2021 and 2020 amounted to $40.3 million and $40.6
million, respectively.
The Company has an investment in Finxact, Inc. (“Finxact”), a developer of core processing software and services for the
banking industry, which is included in other assets in the consolidated balance sheets with a balance of $5.1 million and $1.4
million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company held approximately 15.1% of
Finxact on a fully diluted basis in the form of both voting and non-voting equity, including approximately 5.0% voting control.
This investment is accounted for as an equity method investment due to the Company's ability to exercise significant influence
over financial and operating policies of Finxact. Directors and officers of the Company and their affiliates collectively own
approximately 6.4% of Finxact on a fully diluted basis in the form of non-voting equity as of December 31, 2021. During 2021,
2020 and 2019, the Company paid $1.6 million, $1.1 million and $24 thousand, respectively, for core processor services.
The Company has an investment in Payrailz, LLC (“Payrailz”), an entity that provides digital payment services and solutions to
the financial services industry, which is included in other assets in the consolidated balance sheets with no balance as of
December 31, 2021 and 2020. As of December 31, 2021, the Company holds approximately 13.6% of Payrailz on a fully
diluted basis in the form of voting equity. This investment is accounted for as an equity method investment due to the
Company's ability to exercise significant influence over financial and operating policies of Payrailz. Certain officers and
directors of the Company collectively own approximately 3.7% of Payrailz on a fully diluted basis in the form of voting equity
as of December 31, 2021. No payments were made for the year ended December 31, 2021 and 2020. During 2019, the
Company paid $250 thousand for digital payment services.
The Bank’s digital banking investment in Apiture is included in other assets in the consolidated balance sheets and had a
balance of $52.3 million and $53.3 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the
Company holds approximately 32.5% of Apiture on a fully diluted basis in the form of voting equity. This investment is
accounted for as an equity method investment due to the Company's ability to exercise significant influence over financial and
operating policies of Apiture. During the years ended December 31, 2021, 2020 and 2019, the Company paid $1.2 million, $377
thousand and $524 thousand, respectively, for professional services. During 2021, 2020 and 2019, the Company recognized
income of $601 thousand, $782 thousand and $446 thousand, respectively, for shared services and rent.
The Company has an investment in Canapi Ventures Fund, L.P. (“The Fund”), an investment fund which centers around early to
growth stage financial technology companies. During 2021 and 2020, $237 thousand and $507 thousand of the original $1.8
million commitment was invested, respectively. The Fund is included in other assets in the consolidated balance sheets with a
balance of $2.4 million and $1.7 million as of December 31, 2021 and 2020, respectively. The Fund is accounted for as an
equity method investment.
The Company has an investment in Canapi Ventures SBIC Fund, L.P. (“The SBIC Fund”), an investment fund which centers
around early to growth stage financial technology companies. During 2021 and 2020, $4.5 million and $3.4 million of the
original $15.2 million commitment was invested, respectively. The SBIC Fund is included in other assets in the consolidated
balance sheets with a balance of $19.4 million and $14.8 million as of December 31, 2021 and 2020, respectively. The SBIC
Fund is accounted for as an equity method investment.
131
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
During the years ended December 31, 2021 and 2020, the Company invested $1.3 million and $2.5 million, respectively, in
Cape Fear Collective Impact Opportunity 1, LLC (“Cape Fear Collective”), which serves as a special purpose vehicle to
purchase a portfolio of residential homes available for sale in the community. This investment is included in other assets in the
consolidated balance sheet with a balance of $4.0 million and $2.5 million as of December 31, 2021 and 2020, respectively. As
of December 31, 2021, the Company holds approximately 99.0% of Cape Fear Collective’s membership units, however, these
units do not provide the Company with substantive participating rights to make financial or operating decisions that are made in
the ordinary course of business. Accordingly, this investment is accounted for as an equity method investment.
During the year ended December 31, 2020, the Company committed to invest $3.9 million in Green Sun Tenant LLC (“Green
Sun”), a solar income tax credit project. During the years ended December 31, 2021 and 2020, $2.9 million and $980 thousand
of the commitment was invested, respectively. This investment is included in other assets in the consolidated balance sheet with
a balance of $708 thousand and $3.9 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the
Company holds approximately 99.0% of Green Sun. This investment is an unconsolidated VIE accounted for as an equity
method investment. See Note 1. Organization and Summary of Significant Accounting Policies for additional information.
Note 15. Significant Equity Method Investments
In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must assess whether any of its equity method
investments are significant equity method investments. In evaluating the significance of these investments, the Company
performed the income test, the investment test and the asset test described in S-X 3-05 and S-X 1-02(w). Rule 3-09 of
Regulation S-X requires separate audited financial statements of an equity method investee in an annual report if either the
income or investment test exceeds 20%. As of December 31, 2021, 2020 and 2019, none of our investments were considered a
significant subsidiary under Rule 3-09. Rule 4-08(g) of Regulation S-X requires summarized financial information in an annual
report if any of the three tests exceeds 10%. Under the income test, the Company’s proportionate share of its equity method
investees' aggregated net losses exceeded the applicable threshold of 10% and is accordingly required to provide summarized
financial information for these investees for all periods presented in this Form 10-K.
The following table provides summarized balance sheet information for the Company’s combined equity method investments as
of December 31, 2021 and 2020. The Company’s equity method investments are included in the other assets line on the
consolidated balance sheet and are largely concentrated in new or emerging financial service technology companies.
Balance sheet data
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Total liabilities
Equity interests
Total liabilities and equity
As of December 31,
2021
2020
$
$
$
$
90,629
776,171
866,800
37,730
14,052
51,782
815,018
866,800
$
$
$
$
67,843
285,018
352,861
64,019
17,151
81,170
271,691
352,861
The following table provides summarized income statement information for the Company’s combined equity method
investments for the years ended December 31, 2021, 2020 and 2019.
Summary of operations
Total revenues
2021
2020
2019
$
79,016
$
68,038
$
Years ended December 31,
Net income (loss)
215,792
(68,406 )
56,928
(30,367 )
132
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 16. Segments
The Company's management reporting process measures the performance of its operating segments based on internal operating
structure, which is subject to change from time to time. Accordingly, the Company operates two reportable segments for
management reporting purposes as discussed below:
Banking - This segment specializes in providing financing services to small businesses nationwide in targeted industries and
deposit-related services to small businesses, consumers and other customers nationwide. The primary source of revenue for this
segment is net interest income and secondarily the origination and sale of government guaranteed loans.
Fintech - This segment is involved in making strategic investments into emerging financial technology companies. The primary
sources of revenue for this segment are principally gains and losses on equity method and equity security investments and
management fees. The Fintech segment is comprised of the Company's direct wholly owned subsidiaries Live Oak Ventures
and Canapi Advisors, and the investments held by those entities, as well as the Bank's investment in Apiture.
The following tables provide financial information for the Company's segments. The information provided under the caption
“Other” represents operations not considered to be reportable segments and/or general operating expenses of the Company, and
includes the parent company, other non-bank subsidiaries and elimination adjustments to reconcile the results of the operating
segments to the consolidated financial statements prepared in conformity with GAAP.
Banking
Fintech
Other
Consolidated
As of and for the year ended December 31, 2021
Interest income
Interest expense
Net interest income
Provision for loan and lease credit losses
Noninterest income
Noninterest expense
Income tax expense (benefit)
Net income (loss)
Total assets
As of and for the year ended December 31, 2020
Interest income
Interest expense
Net interest income
Provision for loan and lease credit losses
Noninterest income
Noninterest expense
Income tax (benefit) expense
Net income (loss)
Total assets
As of and for the year ended December 31, 2019
Interest income
Interest expense
Net interest income
Provision for loan and lease credit losses
Noninterest income
Noninterest expense
Income tax expense (benefit)
Net income (loss)
Total assets
$
360,986 $
63,119
297,867
15,210
114,363
215,819
35,539
145,662 $
8,053,212 $
288,305 $
93,313
194,992
40,658
77,512
181,555
(7,171 )
57,462 $
7,767,013 $
227,776 $
88,052
139,724
15,067
64,034
152,227
6,803
29,661 $
4,724,537 $
133
$
$
$
$
$
$
$
$
201 $
—
201
—
43,141
5,395
10,280
27,667 $
121,889 $
— $
—
—
—
6,567
5,510
2,989
(1,932 ) $
83,946 $
30 $
—
30
—
(2,436 )
7,078
(1,218 )
(8,266 ) $
82,355 $
26
1,309
(1,283 )
—
2,696
9,773
(2,026 )
(6,334 )
38,292
103
372
(269 )
—
1,921
5,611
(7,972 )
4,013
21,344
174
(154 )
328
145
1,921
5,619
(154 )
(3,361 )
5,936
$
361,213
64,428
296,785
15,210
160,200
230,987
43,793
$
166,995
$ 8,213,393
$
288,408
93,685
194,723
40,658
86,000
192,676
(12,154 )
$
59,543
$ 7,872,303
$
227,980
87,898
140,082
15,212
63,519
164,924
5,431
$
18,034
$ 4,812,828
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Note 17. Parent Company Only Financial Statements
The following balance sheets, statements of income and statements of cash flows are for Live Oak Bancshares, Inc.
Balance Sheets
Assets
Cash and cash equivalents
Investment in subsidiaries
Other assets
Total assets
Liabilities and Shareholders' Equity
Borrowings
Other liabilities
Total liabilities
Shareholders' equity:
Common stock
Retained earnings
Accumulated other comprehensive income
Total equity
Total liabilities & shareholders' equity
Interest income
Interest expense
Net interest (loss) income
Noninterest income:
Other noninterest income
Total noninterest income
Noninterest expense:
Statements of Income
$
Salaries and employee benefits
Professional services expense
Renewable energy tax credit investment impairment
Other expense
Total noninterest expense
Net loss before equity in undistributed
income of subsidiaries
Income tax benefit
Net loss
As of December 31,
2021
2020
$
$
$
$
10,635 $
723,803
40,149
774,587 $
50,734 $
8,720
59,454
312,294
400,893
1,946
715,133
774,587 $
11,209
543,740
30,816
585,765
14,488
3,427
17,915
310,619
235,724
21,507
567,850
585,765
2021
Years ended December 31,
2020
2019
25 $
1,309
(1,284 )
716
716
5,120
679
—
789
6,588
91 $
372
(281 )
252
252
17,250
750
—
1,167
19,167
(7,156 )
(1,615 )
(5,541 )
(19,196 )
(7,785 )
(11,411 )
236
—
236
140
140
12,408
825
602
999
14,834
(14,458 )
(27 )
(14,431 )
Equity in undistributed income of subsidiaries in
excess of dividends from subsidiaries
Net income attributable to Live Oak Bancshares, Inc.
$
172,536
166,995 $
70,954
59,543 $
32,465
18,034
134
Live Oak Bancshares, Inc.
Notes to Consolidated Financial Statements
Statements of Cash Flows
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in undistributed net income of subsidiaries in
excess of dividends of subsidiaries
Equity in subsidiary tax withholding related to vesting
of restricted stock and other
Deferred income tax
Renewable energy tax credit investment impairment
Stock option based compensation expense
Restricted stock expense
Business combination contingent consideration fair value
adjustments
Net change in other assets
Net change in other liabilities
Net cash provided by operating activities
Cash flows from investing activities
Capital investment in subsidiaries
Business combination, net of cash acquired
Net cash used in investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayments of borrowings
Stock option exercises
Employee stock purchase program
Withholding cash issued in lieu of restricted stock and other
Repurchase and retirement of shares
Shareholder dividend distributions
Net cash provided by (used in) financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
$
Note 18. Subsequent Event
2021
Years ended December 31,
2020
2019
$
166,995 $
59,543 $
18,034
(172,536 )
(70,954 )
(32,465 )
2,679
30,070
—
1,379
15,572
99
(23,388 )
(10,821 )
10,049
(26,407 )
—
(26,407 )
57,675
(21,429 )
4,158
670
(19,151 )
(953 )
(5,186 )
15,784
(574 )
11,209
10,635 $
43,507
1,163
—
1,594
13,146
163
(6,706 )
(525 )
40,931
(6,354 )
(895 )
(7,249 )
70,000
(55,512 )
3,069
520
(49,229 )
—
(4,906 )
(36,058 )
(2,376 )
13,585
11,209 $
—
(790 )
602
1,723
10,025
—
7,100
1,417
5,646
(1,109 )
—
(1,109 )
—
(1,441 )
508
437
(409 )
—
(4,827 )
(5,732 )
(1,195 )
14,780
13,585
The Company has evaluated subsequent events through the date the consolidated financial statements were available to be
issued and determined that the following events required disclosure:
On February 7, 2022, Fiserv, Inc., (“Fiserv”) announced it had entered into a definitive agreement to acquire Finxact, Inc.
(“Finxact”). Live Oak Ventures, Inc., a wholly owned subsidiary of Live Oak Bancshares, Inc., (the “Company”) has an
investment in Finxact. Under the terms of the agreement, Fiserv will acquire the ownership interests in Finxact that it does not
currently own, including the Company’s interest (the “Transaction”). The closing of the Transaction is subject to customary
approvals and closing conditions. If the Transaction is successfully closed, the Company anticipates realizing an estimated
pre-tax gain of approximately $115 million.
On January 27, 2022, the Company entered into an agreement to purchase real estate for a price of $18.3 million.
135
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the
supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to
apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and
Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act), were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during the quarter ended December 31, 2021, that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles in the United States of America, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting might not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2021, management assessed the effectiveness of the Company’s internal control over financial reporting
based on the criteria for effective internal control over financial reporting established in “Internal Control-Integrated
Framework (2013),” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on
the assessment, management determined that the Company maintained effective internal control over financial reporting as of
December 31, 2021.
Dixon Hughes Goodman LLP, the independent registered public accounting firm, audited the consolidated financial statements
of the Company included in this Annual Report on Form 10-K and has issued an audit report on the Company’s internal control
over financial reporting as of December 31, 2021. This report entitled “Report of Independent Registered Public Accounting
Firm” appears in Item 8.
Item 9B. OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
136
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 will be included in the Company’s definitive proxy statement for the 2022 Annual Meeting
of Shareholders (the “Proxy Statement”), under the headings “Proposal 1: Election of Directors,” “Qualifications of Directors,”
“Code of Ethics and Conflict of Interest Policy,” “Director Relationships,” “Committees of the Board or Directors,” “Executive
Officers,” “Report of the Audit and Risk Committee,” and “Delinquent Section 16(a) Reports” and is incorporated herein by
reference. The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within
120 days of the end of our 2021 fiscal year.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 will be included in the section of the Proxy Statement entitled “Executive Compensation
and Other Matters” under the following headings: “Compensation Discussion and Analysis,” “Compensation Committee
Report,” “Summary Compensation and Other Tables,” “Potential Payments upon Termination or Change in Control,” “Principal
Executive Officer Pay Ratio,” and “Director Compensation,” and in the section of the Proxy Statement entitled “Corporate
Governance” under the heading “Compensation Committee Interlocks and Insider Participation.”
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by Item 12 will be included in the Proxy Statement under the headings “Beneficial Ownership of Our
Common Stock” and “Executive Compensation and Other Matters - Equity Compensation Plan Information” and is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 will be included in the Corporate Governance section of the Proxy Statement under the
headings “Director Independence,” "Director Relationships,” “Indebtedness of and Transactions with Management,” and
“Certain Relationships and Related Person Transactions” and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 will be included in the Proxy Statement under the heading “Proposal 3: Ratification of
Independent Auditors” and is incorporated herein by reference.
The Independent Registered Public Accounting Firm is Dixon Hughes Goodman LLP (Public Company Accounting Oversight
Board Firm ID No. 57) located in Raleigh, North Carolina.
137
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements. The following financial statements are filed as part of this report.
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules. All applicable financial statement schedules required under Regulation S-X have been
included in the Notes to the Consolidated Financial Statements.
(a)(3) Exhibits. The exhibits listed below are filed or furnished as a part of this Annual Report on Form 10-K.
Exhibit No. Description of Exhibit
3.1
Amended and Restated Articles of Incorporation of Live Oak Bancshares, Inc. (incorporated by reference to
Exhibit 3.1 of the registration statement on Form S-1, filed on June 19, 2015)
3.2
Amended Bylaws of Live Oak Bancshares, Inc. (incorporated by reference to Exhibit 3.2 of the amended
registration statement on Form S-1, filed on July 13, 2015)
4.1
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the registration statement on
Form S-1, filed on June 19, 2015)
4.2
Registration and Other Rights Agreement between Live Oak Bancshares, Inc. and Wellington purchasers
(incorporated by reference to Exhibit 4.2 of the registration statement on Form S-1, filed on June 19, 2015)
4.3 Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit
4.3 of the annual report on Form 10-K, filed on February 27, 2020)
10.1
2008 Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 10.1 of the registration
statement on Form S-1, filed on June 19, 2015) #
10.2.1
2008 Nonstatutory Stock Option Plan, as amended (incorporated by reference to Exhibit 10.2 of the registration
statement on Form S-1, filed on June 19, 2015) #
10.2.2 Amendment to 2008 Nonstatutory Stock Option Plan effective July 1, 2019 (incorporated by reference to Exhibit
10.2 of the quarterly report on Form 10-Q, filed on August 6, 2019) #
10.3 Second Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the
current report on Form 8-K filed on May 12, 2021) #
10.4.1
2015 Omnibus Stock Incentive Plan as Amended and Restated effective May 24, 2016 (incorporated by reference
to Exhibit 10.1 of the current report on Form 8-K filed on May 27, 2016) #
10.4.2 Amendment to 2015 Omnibus Stock Incentive Plan dated May 15, 2018 (incorporated by reference to Exhibit
10.1 of the current report on Form 8-K filed on May 18, 2018) #
10.4.3 Amendment to 2015 Omnibus Stock Incentive Plan dated May 11, 2021 (incorporated by reference to Exhibit
10.1 of the current report on Form 8-K filed on May 12, 2021) #
10.5.1
Software Service Agreement between Live Oak Banking Company and nCino, LLC, dated November 1, 2012
(incorporated by reference to Exhibit 10.10 of the registration statement on Form S-1 filed on June 19, 2015)
10.5.2
Amendment to Software Service Agreement dated October 9, 2015, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.7.2 of the 2015 10-K)
138
10.5.3 Amendment to Software Service Agreement dated September 5, 2018, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.5.3 of the 2021 10-K)
10.5.4 Amendment to Software Service Agreement dated September 21, 2018, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.5.4 of the 2021 10-K)
10.5.5 Renewal Amendment to Software Service Agreement dated January 18, 2019, between Live Oak Banking
Company and nCino, Inc. (incorporated by reference to Exhibit 10.5.3 of the 2018 10-K)
10.5.6 Amendment to Software Service Agreement dated April 1, 2020, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.2.1 of the quarterly report on Form 10-Q, filed on August 5,
2020)
10.5.7
Amendment to Software Service Agreement dated April 5, 2020, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.2.2 of the quarterly report on Form 10-Q, filed on August 5,
2020)
10.5.8
Amendment to Software Service Agreement dated April 24, 2020, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.2.3 of the quarterly report on Form 10-Q, filed on August 5,
2020)
10.5.9 Amendment to Software Service Agreement dated December 1, 2020, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.5.9 of the 2021 10-K)
10.5.10 Amendment to Software Service Agreement dated January 13, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.5.10 of the 2021 10-K)
10.5.11 Amendment to Software Service Agreement dated January 15, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.5.11 of the 2021 10-K)
10.5.12 Amendment to Software Service Agreement dated January 23, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.5.12 of the 2021 10-K)
10.5.13 Amendment to Software Service Agreement dated January 28, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.5.13 of the 2021 10-K)
10.5.14 Amendment to Software Service Agreement dated February 23, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.5.14 of the 2021 10-K)
10.5.15 Amendment to Software Service Agreement dated March 8, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.1.1 of the quarterly report on Form 10-Q, filed on May 5,
2021)
10.5.16 Amendment to Software Service Agreement dated April 6, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.1.2 of the quarterly report on Form 10-Q, filed on May 5,
2021)
10.5.17 Amendment to Software Service Agreement dated May 21, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.1.1 of the quarterly report on Form 10-Q, filed on August 4,
2021)
10.5.18 Amendment to Software Service Agreement dated June 11, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.1.2 of the quarterly report on Form 10-Q, filed on August 4,
2021)
10.5.19 Amendment to Software Service Agreement dated July 23, 2021, between Live Oak Banking Company and
nCino, Inc. (incorporated by reference to Exhibit 10.1.3 of the quarterly report on Form 10-Q, filed on August 4,
2021)
10.5.20 Amendment to Software Service Agreement dated November 4, 2021, between Live Oak Banking Company and
nCino, Inc.*
10.6.1
Form of Stock Option Award Agreement for executive officers under the 2015 Omnibus Stock Incentive Plan
(incorporated by reference to Exhibit 10.8 of the 2015 10-K) #
10.6.2 RSU Award Agreement for M. Huntley Garriott, Jr. (incorporated by reference to Exhibit 10.6.10 of the 2018 10-
K) #
139
10.6.3 Form of RSU Award Agreement for certain executive officers (incorporated by reference to Exhibit 99.1 of the
current report on Form 8-K filed on February 14, 2020) #
10.6.4 Form of 2021 RSU Award Agreement for non-employee directors (incorporated by reference to Exhibit 10.1 of
the quarterly report on Form 10-Q filed on November 3, 2021) #
10.6.5 Form of RSU Award Agreement for certain executive officers (incorporated by reference to Exhibit 99.2 of the
current report on Form 8-K filed on February 24, 2021) #
10.6.6 RSU Award Agreement for M. Huntley Garriott, Jr. (incorporated by reference to Exhibit 99.3 of the current
report on Form 8-K filed on February 24, 2021) #
10.6.7 RSU Award Agreement for William C. Losch, III (incorporated by reference to Exhibit 10.2 of the quarterly report
on Form 10-Q filed on November 3, 2021) #
10.6.8 Form of RSU Award Agreement for certain executive officers (incorporated by reference to Exhibit 99.1 of the
current report on Form 8-K filed on February 18, 2022) #
21.1
Subsidiaries of the Registrant*
23.1
Consent of the Independent Registered Public Accounting Firm - Dixon Hughes Goodman LLP*
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Indicates a document being filed with this Form 10-K.
** Furnished herewith. This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934.
# Denotes management contract or compensatory plan.
Item 16. FORM 10-K SUMMARY
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not
to include such summary information.
140
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
Date: February 24, 2022
Live Oak Bancshares, Inc.
(Registrant)
By: /s/ James S. Mahan III
James S. Mahan III
Chairman and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
141
Date
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
February 24, 2022
/s/ James S. Mahan III
James S. Mahan III
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ William C. Losch III
William C. Losch III
Chief Financial Officer
(Principal Financial Officer)
/s/ J. Wesley Sutherland
J. Wesley Sutherland
Chief Accounting Officer
(Principal Accounting Officer)
/s/ William L. Williams III
William L. Williams III
Vice Chairman of the Board of Directors
/s/ Tonya W. Bradford
Tonya W. Bradford
Director
/s/ William H. Cameron
William H. Cameron
Director
/s/ Diane B. Glossman
Diane B. Glossman
Director
/s/ Glen F. Hoffsis
Glen F. Hoffsis
Director
/s/ David G. Lucht
David G. Lucht
Director
/s/ Miltom E. Petty
Miltom E. Petty
Director
/s/ Neil L. Underwood
Neil L. Underwood
Director
142
Stock Performance Graph
Our voting common stock is listed for trading on the NASDAQ Global Select Market under the symbol “LOB.” The Stock
Performance Graph set forth below compares the cumulative total stockholder return on our common stock for the period from
December 31, 2016, through December 31, 2021, with the cumulative total return of the Nasdaq Composite Index and the Nasdaq
Bank Index over the same period. The comparison assumes $100 was invested on December 31, 2016, in the common stock of
Live Oak Bancshares, Inc., in the Nasdaq Composite Index and in the Nasdaq Bank Index and assumes reinvestment of dividends,
if any.
Comparison of Total Return from 12/31/2016 – 12/31/2021
$500
$450
$400
$350
$300
$250
$200
$150
$100
$50
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
Live Oak Bancshares, Inc.
Nasdaq Bank Index
Nasdaq Composite Index
Live Oak Bancshares, Inc.
Nasdaq Composite Index
Nasdaq Bank Index
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
$
$
100
100
100
$
129
128
104
$
81
123
85
104
167
103
$
262
239
92
$
483
291
129
143
CORPORATE
INFORMATION
EXECUTIVE OFFICERS
DIRECTORS
James S. Mahan III, Chief Executive Officer and Chairman
Tonya W. Bradford
William L. Williams III, Executive Vice President and Vice Chairman
William H. Cameron
Neil L. Underwood, President and Director
Diane B. Glossman
M. Huntley Garriott, Jr., President, Live Oak Banking Company
Glen F. Hoffsis
William C. Losch III, Chief Financial Officer
Renato Derraik, Chief Information and Digital Officer,
David G. Lucht
Miltom E. Petty
Live Oak Banking Company
Susan N. Janson, Chief Risk Officer, Live Oak Banking Company
Gregory W. Seward, General Counsel
Steven J. Smits, Chief Credit Officer
J. Wesley Sutherland, Chief Accounting Officer
CORPORATE HEADQUARTERS
Live Oak Bancshares, Inc.
1741 Tiburon Drive
Wilmington, NC 28403
TRANSFER AGENT
Broadridge Corporate Issuer Solutions, Inc.
51 Mercedes Way
Edgewood, NY 11717
STOCK INFORMATION
INDEPENDENT AUDITORS
The voting common stock of Live Oak Bancshares, Inc. is traded
Dixon Hughes Goodman LLP
on the NASDAQ Global Select Market under the symbol "LOB."
1741 Tiburon Drive | Wilmington, NC 28403 | liveoakbank.com
All content included in this Annual Report, including graphics, logos and other materials, is the property of Live Oak Banchshares, Inc., and/or its affiliates,
or others as noted herein, and is protected by copyright and other laws. All trademarks and logos displayed in this Annual Report are the property of their
respective owners.
IMPORTANT NOTE REGARDING FORWARD-LOOKING STATEMENTS: This report contains forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements generally relate to the Company’s financial condition, results of operations, plans, objectives,
future performance or business. They usually can be identified by the use of forward-looking terminology, such as “believes,” “expects,” or “are expected
to,” “plans,” “projects,” “goals,” “estimates,” “may,” “should,” “could,” “would,” “intends to,” “outlook” or “anticipates,” or variations of these and similar words.
Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may
differ materially from those contained in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in
such forward-looking statements include those identified in the company’s most recent Form 10-K and subsequent SEC filings.