BCTF — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2025-03-06

• On April 27, 2023, Bancorp 34 and CBOA entered into a merger agreement, which was amended on December 21, 2023 (the “merger agreement”). Under the merger agreement, CBOA merged with and into Bancorp 34, with Bancorp 34 continuing as the surviving entity, on March 19, 2024.

• Immediately following the merger, Commerce Bank of Arizona merged with and into our wholly-owned subsidiary, Bank 34, with Bank 34 continuing as the surviving bank (the “bank merger”). Following the bank merger, on March 25, 2024, Bank 34 changed its name to Southwest Heritage Bank (the “Bank”).

• At December 31, 2024, the Bank operated seven branches located in two states, Arizona and New Mexico, which we refer to as our “geographic footprint.” The table below outlines our branches and deposit market share based on the FDIC’s summary of deposits market share reporting done in 2024.

• On November 13, 2023, the date our joint registration statement on Form S-4 was declared effective, Bancorp 43 became a reporting company pursuant to Section 15(d) of the Exchange Act and subsequent to that time filed annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K with the SEC. …

• On September 25, 2024, the Office of the Comptroller of the Currency published final rule making amendments to its business combination rules and adding as an appendix a new policy statement regarding the principles it uses during its evaluation of factors under the Bank Merger Act. This OCC Final R…

Text removed vs the prior filing · source: 10-K · 2024-03-08

• Bancorp 34 common stock was previously traded on the NASDAQ Stock Market. On August 14, 2020, Bancorp 34 notified the NASDAQ Stock Market of its intent to file a Notification of Removal from Listing and/or Registration Under Section 12(b) of the Securities Exchange Act of 1934, as amended, with the …

• On December 30, 2022, and January 27, 2023, we entered into Securities Purchase Agreements, which we refer to collectively, as the “securities purchase agreements,” with Castle Creek Fund VIII, L.P. (“Castle Creek”) and Brush Creek-B 34, LLC (“Brush Creek”) and other accredited investors, pursuant t…

• In connection with the private placement, effective July 19, 2023, we filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to convert the 1,100,000 shares of Series A Preferred Stock to Castle Creek and other accredited investors to Non-Voting Common Stock. For…

• On April 27, 2023, Bancorp 34 and CBOA entered into a merger agreement, which was amended on December 21, 2023 (the “merger agreement”). Under the merger agreement, CBOA will merge with and into Bancorp 34, with Bancorp 34 continuing as the surviving entity. Immediately following the merger, Commerc…

• At December 31, 2023, Bank 34 operated three branches located in two states, Arizona and New Mexico, which we refer to as our “geographic footprint.”

Text added vs the prior filing · source: 10-K · 2025-03-06

• More specifically, the market conditions in the markets in which we have a presence may be different from, and could be worse than, the economic conditions in the United States as a whole. While the Federal Reserve recently began lowering interest rates, if inflation persists or if circumstances oth…

• Combining Bancorp 34 and CBOA may be more difficult, costly or time-consuming than expected and we may fail to realize the anticipated benefits and cost savings of the merger.

• The success of our merger with CBOA will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Bancorp 34 and CBOA. To realize the anticipated benefits and cost savings from the merger, we must successfully integrate and combine the businesses in a …

• An inability to realize the full extent of the benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect on our revenues, levels of expenses and operating results, which may adversely affect the value of our common stock.

• It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employe…

Text removed vs the prior filing · source: 10-K · 2024-03-08

• More specifically, the market conditions in the markets in which we have a presence may be different from, and could be worse than, the economic conditions in the United States as a whole. As of July 2023, the unemployment rates in Arizona and New Mexico were each 3.6% while the United States unempl…

• The impact of the COVID-19 pandemic is fluid and there is pervasive uncertainty surrounding the future economic conditions that will emerge in the years following the onset of the pandemic. Moreover, as economic conditions relating to the pandemic have improved over time, the Federal Reserve has shi…

• Failure to complete our proposed merger with CBOA could negatively impact us.

• Our merger agreement with CBOA is subject to a number of conditions which must be fulfilled in order to complete the merger including the receipt and maintenance of regulatory consents and approvals and shareholder approvals necessary to close the merger. If the proposed merger is not completed for …

• Additionally, we have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, we would have to recognize these expenses without realizing the expected benefits of the merg…

Text added vs the prior filing · source: 10-K · 2025-03-06

• Bancorp 34, headquartered in Scottsdale, Arizona, is the holding company for Southwest Heritage Bank (formerly Bank 34). On March 19, 2024, Bancorp 34 acquired CBOA Financial, Inc. (“CBOA”). Immediately following the acquisition, CBOA’s wholly-owned subsidiary, Commerce Bank of Arizona, was merged w…

• The ACL also excludes loans held-for-sale and loans accounted for under the fair value option. Assets purchased with credit deterioration (“PCD”) represent assets that are acquired with evidence of more than insignificant credit quality deterioration since origination at the acquisition date. At acq…

• Assets acquired, including identified intangible assets such as core deposit intangibles, and liabilities assumed as a result of a merger or acquisition transaction are recorded at their estimated fair values. The difference between the net fair value of assets acquired and liabilities assumed, and …

• Preliminary estimates of fair values may be adjusted for a period of no greater than one year subsequent to the merger or acquisition date if new information is obtained about facts and circumstances that existed as of the merger or acquisition date that, if known, would have affected the measuremen…

• On March 19, 2024, Bancorp 34 completed its previously announced merger with CBOA pursuant to the Agreement and Plan of Merger, dated as of April 27, 2023, as amended (the “Merger Agreement”). Under the Merger Agreement, CBOA was merged with and into Bancorp 34, with Bancorp 34 continuing as the sur…

Text removed vs the prior filing · source: 10-K · 2024-03-08

• Bancorp 34, headquartered in Scottsdale, Arizona, is the holding company for Bank 34. We conduct a full-service community banking business through our wholly-owned subsidiary Bank 34.

• The ACL also excludes loans held-for-sale and loans accounted for under the fair value option.

• For further information regarding our Allowance for Credit Losses see Note 1 and Note 3—LOANS AND ALLOWANCE FOR CREDIT LOSSES in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

• On April 27, 2023, Bancorp 34 and CBOA entered into the merger agreement, which was amended on December 21, 2023. Under the merger agreement, CBOA will merge with and into Bancorp 34, with Bancorp 34 continuing as the surviving entity. Immediately following the merger, Commerce Bank of Arizona will …

• During 2023, we incurred pre-tax merger related costs of approximately $3.0 million related to the proposed merger with CBOA.