UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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CROSSFIRST BANKSHARES, INC.
Form 10-Q for the Quarter Ended March 31, 2024
Index
2
Cautionary Note Regarding Forward-Looking Information
All statements contained in this quarterly report on Form 10-Q that do not directly and exclusively relate to historical facts constitute forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized,” “position” and “outlook,” or the negative of these words or other comparable words or phrases of a future or forward-looking nature. For example, our forward-looking statements include, without limitation, statements regarding our business plans, expectations, or opportunities for growth; our expense control initiatives and the results expected to be realized from those initiatives; our anticipated financial results, expenses, cash requirements and sources of liquidity; our capital allocation strategies and plans; and our anticipated future financial performance.
Unless we state otherwise or the context otherwise requires, references in this Form 10-Q to “we,” “our,” “us,” and the “Company” refer to CrossFirst Bankshares, Inc., and its consolidated subsidiaries. References in this Form 10-Q to “CrossFirst Bank” and the “Bank” refer to CrossFirst Bank, our wholly owned consolidated bank subsidiary.
These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s belief, certain assumptions made by management, and financial trends that may affect our financial condition, results of operations, business strategy or financial needs, many of which, by their nature, are inherently uncertain and beyond our control. Our actual results could differ materially from those anticipated in such forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors, including, without limitation: uncertain or unfavorable business or economic conditions and any regulatory responses thereto, including uncertainty and volatility in the financial markets, possible slowing or recessionary economic conditions and continuing or increasing inflation; geographic concentration of our markets; changes in market interest rates that affect the pricing of our products and our net interest income; our ability to effectively execute our growth strategy and manage our growth, including identifying, consummating and integrating suitable mergers, acquisitions or other business combinations, entering new lines of business or offering new or enhanced services or products; fluctuations in the fair value of our investments; our ability to successfully manage our credit risk, particularly in our commercial real estate, energy and commercial-based loan portfolios, and the sufficiency of our allowance for credit losses; declines in the values of the real estate and other collateral securing loans in our portfolio; an increase in non-performing assets; borrower and depositor concentration risks; risks associated with originating Small Business Administration loans; our dependence on our management team, including our ability to attract, hire and retain key employees and their client and community relationships; our ability to raise and maintain sufficient liquidity and capital; competition from banks, credit unions, FinTech companies and other financial services providers; the effectiveness of our risk management framework; accounting estimates; our ability to maintain effective internal control over financial reporting; our ability to keep pace with technological changes; system failures, service denials, cyber incidents or other failures, disruptions or security breaches; employee error, employee or client misconduct, fraud committed against the Company or our clients, or incomplete or inaccurate information about clients and counterparties; disruptions to our business caused by our third-party service providers; our ability to maintain our reputation; environmental liability or failure to comply with regulatory requirements affecting foreclosed properties; costs and effects of litigation, investigations or similar matters to which we may be subject; risk exposure from transactions with financial counterparties; severe weather, natural disasters, pandemics or other health crises, acts of war or terrorism, climate change and responses thereto, or other external events; compliance with (and changes in) laws, rules, regulations, interpretations or policies relating to or affecting financial institutions, including stringent capital requirements, higher FDIC insurance premiums and assessments, consumer protection laws and privacy laws and accounting, tax, trade, monetary and fiscal matters, including the policies of the Federal Reserve and as a result of government initiatives; systemic risks across the banking industry associated with the soundness of other financial institutions; volatility in our stock price and other risks associated with our common stock; changes in our dividend or share repurchase policies and practices; or other external events. Additional discussion of these and other risk factors can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024, and in our other filings with the SEC.
These forward-looking statements are made as of the date hereof, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in our business, results of operations or financial condition over time, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
3
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CROSSFIRST BANKSHARES, INC.
Consolidated Statements of Financial Condition - Unaudited
| March 31, 2024 |
| December 31, 2023 |
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(Dollars in thousands) | |||||||
Assets |
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Cash and cash equivalents | $ | | $ | | |||
Available-for-sale securities - taxable |
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Available-for-sale securities - tax-exempt |
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Loans, net of unearned fees |
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Allowance for credit losses on loans | | | |||||
Loans, net of the allowance for credit losses on loans | | | |||||
Premises and equipment, net |
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Restricted equity securities |
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Interest receivable |
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Foreclosed assets held for sale |
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Goodwill and other intangible assets, net |
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Bank-owned life insurance |
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Other |
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Total assets | $ | | $ | | |||
Liabilities and stockholders’ equity |
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Deposits |
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Non-interest-bearing | $ | | $ | | |||
Savings, NOW and money market |
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Time |
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Total deposits |
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Federal Home Loan Bank advances |
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Other borrowings |
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Interest payable and other liabilities |
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Total liabilities |
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Stockholders’ equity |
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Preferred stock, $ |
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Common stock, $ |
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Treasury stock, at cost: |
| ( |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
| ( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | |
See Notes to Consolidated Financial Statements - Unaudited
4
CROSSFIRST BANKSHARES, INC.
Consolidated Statements of Operations - Unaudited
Three Months Ended March 31, | |||||||
| 2024 | 2023 | |||||
Interest Income |
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Loans, including fees | $ | | $ | | |||
Available-for-sale securities - taxable |
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Available-for-sale securities - tax-exempt |
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Deposits with financial institutions |
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Dividends on bank stocks |
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Total interest income |
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Interest Expense |
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Deposits |
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Fed funds purchased and repurchase agreements |
| — |
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Federal Home Loan Bank Advances |
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Other borrowings |
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Total interest expense |
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Net Interest Income |
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Provision for Credit Losses |
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Net Interest Income after Provision for Credit Losses |
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Non-Interest Income |
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Service charges and fees on client accounts |
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ATM and credit card interchange income |
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Gain on sale of loans |
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Income from bank-owned life insurance |
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Swap fees and credit valuation adjustments, net |
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Other non-interest income |
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Total non-interest income |
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Non-Interest Expense |
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Salaries and employee benefits |
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Occupancy |
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Professional fees |
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Deposit insurance premiums |
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Data processing |
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Advertising |
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Software and communication |
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Foreclosed assets, net |
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Core deposit intangible amortization |
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Other non-interest expense | |
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Total non-interest expense |
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Net Income Before Taxes |
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Income tax expense |
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Net Income | $ | | $ | | |||
Basic Earnings Per Common Share | $ | | $ | | |||
Diluted Earnings Per Common Share | $ | | $ | |
See Notes to Consolidated Financial Statements - Unaudited
5
CROSSFIRST BANKSHARES, INC.
Consolidated Statements of Comprehensive Income - Unaudited
Three Months Ended March 31, | |||||||
| 2024 | 2023 | |||||
Net Income | $ | | $ | | |||
Other Comprehensive (Loss) Income |
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Unrealized (loss) gain on available-for-sale securities |
| ( |
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Less: income tax (benefit) expense |
| ( |
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Unrealized (loss) gain on available-for-sale securities |
| ( |
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Reclassification adjustment for realized gain included in income |
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Less: income tax expense |
| — |
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Less: reclassification adjustment for realized gain included in income, net of income tax |
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Unrealized (loss) gain on cash flow hedges |
| ( |
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Less: income tax (benefit) expense |
| ( |
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Unrealized (loss) gain on cash flow hedges, net of income tax |
| ( |
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Reclassification adjustment for loss on cash flow hedges |
| ( |
| — | |||
Less: income tax benefit |
| ( |
| — | |||
Less: reclassification adjustment for loss on cash flow hedges, net of income tax |
| ( |
| — | |||
Other comprehensive (loss) income |
| ( |
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Comprehensive Income | $ | | $ | |
See Notes to Consolidated Financial Statements - Unaudited
6
CROSSFIRST BANKSHARES, INC.
Consolidated Statements of Stockholders’ Equity - Unaudited
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| Accumulated |
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Additional | Other |
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Preferred Stock | Common Stock | Treasury | Paid-in | Retained | Comprehensive |
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| Shares |
| Amount |
| Shares |
| Amount |
| Stock |
| Capital |
| Earnings |
| Loss |
| Total | ||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
Balance at December 31, 2022 |
| — | $ | — |
| | $ | | $ | ( | $ | | $ | | $ | ( |
| $ | | ||||||
Net income |
| — |
| — |
| — |
| — |
| — |
| — |
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| — |
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Other comprehensive gain - available-for-sale securities |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
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Other comprehensive gain - cash flow hedges |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
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Issuance of preferred shares | |
| — |
| — |
| — |
| — |
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| — | — | | ||||||||||
Issuance of shares from equity-based awards |
| — |
| — |
| |
| |
| — |
| ( |
| — |
| — |
| ( | |||||||
Stock-based compensation |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| — |
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Balance at March 31, 2023 |
| | $ | — |
| | $ | | $ | ( | $ | | $ | | $ | ( |
| $ | |
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| Accumulated |
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Additional | Other |
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Preferred Stock | Common Stock | Treasury | Paid-in | Retained | Comprehensive |
| |||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Stock |
| Capital |
| Earnings |
| Loss |
| Total | ||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Balance at December 31, 2023 |
| | $ | — |
| | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||||
Net income |
| — |
| — |
| — |
| — |
| — |
| — |
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| — |
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Other comprehensive loss - available-for-sale securities |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Other comprehensive loss - cash flow hedges |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Preferred dividends $ |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Issuance of shares from equity-based awards |
| — |
| — |
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| — |
| ( |
| — |
| — |
| ( | |||||||
Open market common shares repurchases | — |
| — |
| ( |
| — |
| ( |
| — |
| — |
| — |
| ( | ||||||||
Stock-based compensation |
| — |
| — |
| — |
| — |
| — |
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| — |
| — |
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Balance March 31, 2024 |
| | $ | — |
| | $ | | $ | ( | $ | | $ | | $ | ( | $ | |
See Notes to Consolidated Financial Statements - Unaudited
7
CROSSFIRST BANKSHARES, INC.
Consolidated Statements of Cash Flows - Unaudited
For the Three Months Ended March 31, | |||||||
| 2024 |
| 2023 |
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(Dollars in thousands) | |||||||
Operating Activities |
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Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Provision for credit losses |
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Accretion of discounts on loans |
| ( |
| ( | |||
Accretion of discounts and amortization of premiums on securities |
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Stock-based compensation |
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Gain on disposal of fixed assets |
| — |
| ( | |||
Loss on sale of foreclosed assets and related impairments |
| — |
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Gain on sale of loans |
| ( |
| ( | |||
Origination of loans held for sale | ( | — | |||||
Proceeds from sale of loans held for sale | | — | |||||
Deferred income taxes |
| |
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Net increase in bank owned life insurance |
| ( |
| ( | |||
Net realized gains on equity securities | ( | — | |||||
Net realized gains on available-for-sale securities |
| ( |
| ( | |||
Dividends on FHLB stock |
| ( |
| ( | |||
Changes in: |
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Interest receivable |
| ( |
| ( | |||
Other assets |
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Other liabilities |
| ( |
| ( | |||
Net cash provided by operating activities |
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Investing Activities |
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Net change in loans |
| ( |
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Purchases of available-for-sale and equity securities |
| ( |
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Proceeds from maturities of available-for-sale securities |
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Proceeds from sale of available-for-sale and equity securities |
| — |
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Proceeds from the sale of foreclosed assets |
| — |
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Purchase of premises and equipment |
| ( |
| ( | |||
Proceeds from the sale of premises and equipment and related insurance claims |
| — |
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Purchase of restricted equity securities |
| — |
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Proceeds from sale of restricted equity securities |
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Terminated cash flow hedges | ( | — | |||||
Net cash used in investing activities |
| ( |
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Financing Activities |
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Net increase (decrease) in demand deposits, savings, NOW and money market accounts |
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Net increase in time deposits |
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Net decrease in federal funds sold |
| — |
| ( | |||
Repayment of Federal Home Loan Bank advances |
| ( |
| ( | |||
Net proceeds of lines of credit |
| — |
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Proceeds from issuance of preferred shares, net of issuance cost | — | | |||||
Issuance of common shares, net of issuance cost |
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Proceeds from employee stock purchase plan |
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Repurchase of common stock |
| ( |
| — | |||
Acquisition of common stock for tax withholding obligations |
| ( |
| ( | |||
Dividends paid on preferred stock | ( | — | |||||
Net cash provided by financing activities |
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Decrease in Cash and Cash Equivalents |
| ( |
| ( | |||
Cash and Cash Equivalents, Beginning of Period |
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Cash and Cash Equivalents, End of Period | $ | | $ | | |||
Supplemental Cash Flows Information |
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Interest paid | $ | | $ | | |||
Income taxes paid |
| — |
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Repossessed assets in settlement of loans | | — |
See Notes to Consolidated Financial Statements - Unaudited
8
CROSSFIRST BANKSHARES, INC.
Notes to Consolidated Financial Statements - Unaudited
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Organization and Nature of Operations
CrossFirst Bankshares, Inc. (“Bankshares”) is a bank holding company whose principal activities are the ownership and management of its wholly-owned subsidiary, CrossFirst Bank (the “Bank”). In addition, the Bank has
The Bank is engaged in providing a full range of banking and financial services to individual and corporate clients primarily through its branches in: (i) Leawood, Kansas; (ii) Wichita, Kansas; (iii) Kansas City, Missouri; (iv) Oklahoma City, Oklahoma; (v) Tulsa, Oklahoma; (vi) Dallas, Texas; (vii) Fort Worth, Texas; (viii) Frisco, Texas; (ix) Phoenix, Arizona; (x) Tucson, Arizona; (xi) Colorado Springs, Colorado; (xii) Denver, Colorado; and (xiii) Clayton, New Mexico.
Basis of Presentation
The accompanying interim unaudited consolidated financial statements serve to update the CrossFirst Bankshares, Inc. Annual Report on Form 10-K for the year ended December 31, 2023 and include the consolidated accounts of Bankshares, the Bank, CFI, CFBSA I, LLC and CFBSA II, LLC (together, referred to herein as the “Company”). The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and where applicable, with general practices in the banking industry or guidelines prescribed by bank regulatory agencies. However, they may not include all information and notes necessary to constitute a complete set of financial statements under GAAP applicable to annual periods and accordingly should be read in conjunction with the financial information contained in the Company's most recent Annual Report on Form 10-K. The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results presented. All such adjustments are of a normal recurring nature. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications of prior years' amounts are made whenever necessary to conform to current period presentation. The results of operations for the interim period are not necessarily indicative of the results that may be expected for the full year or any other interim period. All amounts are in thousands, except share data, or as otherwise noted.
GAAP requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures of contingent assets and liabilities. By their nature, estimates are based on judgment and available information. Management has made significant estimates in certain areas, such as the fair values of financial instruments, and the allowance for credit losses (“ACL”). Because of the inherent uncertainties associated with any estimation process and future changes in market and economic conditions, it is possible that actual results could differ significantly from those estimates.
The Company's significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the audited financial statements and notes for the year ended December 31, 2023 and are contained in the Company's Annual Report on Form 10-K for that period. There have been no significant changes to the application of significant accounting policies since December 31, 2023.
Related Party Transactions
The Bank extends credit and receives deposits from related parties. In management’s opinion, the loans and deposits were made in the ordinary course of business and made on similar terms as those prevailing at the time with other persons. Related party loans totaled $
9
Company’s Series A Non-Cumulative Perpetual Preferred Stock, par value $
Recent Accounting Pronouncements
Accounting pronouncements not yet adopted by the Company
In November 2023, the Financial Accounting Standards Board (“FASB”) issued
In December 2023, the FASB issued
Note 2: Securities
Available-for-Sale (“AFS”) Securities
AFS securities are summarized as follows as of the dates indicated:
| March 31, 2024 | |||||||||||
Gross | Gross | |||||||||||
Unrealized | Unrealized | Approximate | ||||||||||
| Amortized Cost |
| Gains |
| Losses |
| Fair Value | |||||
(Dollars in thousands) | ||||||||||||
Federal agency obligations | $ | | $ | | $ | — | $ | | ||||
Mortgage-backed - GSE residential | | | | | ||||||||
Collateralized mortgage obligations - GSE residential |
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State and political subdivisions |
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Small Business Administration loan pools | | | | | ||||||||
Corporate bonds |
| |
| — |
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Total available-for-sale securities | $ | | $ | | $ | | $ | |
| December 31, 2023 | |||||||||||
Gross | Gross |
| ||||||||||
Unrealized | Unrealized | Approximate | ||||||||||
| Amortized Cost |
| Gains |
| Losses |
| Fair Value | |||||
(Dollars in thousands) | ||||||||||||
Federal agency obligations |
| $ | | $ | | $ | — | $ | | |||
U.S. Treasury securities | | | — | | ||||||||
Mortgage-backed - GSE residential |
| | | | | |||||||
Collateralized mortgage obligations - GSE residential |
| | | | | |||||||
State and political subdivisions |
| | | | | |||||||
Small Business Administration loan pools | | | | | ||||||||
Corporate bonds |
| | — | | | |||||||
Total available-for-sale securities |
| $ | | $ | | $ | | $ | |
The carrying value of securities pledged as collateral was $
10
As of March 31, 2024 and December 31, 2023, the AFS securities had $
The following tables summarize the gross realized gains and losses from sales or maturities of AFS securities as of the dates shown:
For the Three Months Ended | ||||||||||
March 31, 2024 | ||||||||||
Gross Realized Gains |
| Gross Realized Losses |
| Net Realized Gain | ||||||
(Dollars in thousands) | ||||||||||
Available-for-sale securities | $ | | $ | — | $ | |
For the Three Months Ended | ||||||||||
March 31, 2023 | ||||||||||
Gross Realized Gains |
| Gross Realized Losses |
| Net Realized Gain | ||||||
(Dollars in thousands) | ||||||||||
Available-for-sale securities | $ | | $ | ( | $ | |
The following tables summarize AFS securities gross unrealized losses, as of the dates shown, along with the length of time in an unrealized loss position:
| March 31, 2024 | |||||||||||||||||||||||
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Fair | Unrealized | Number of | Fair | Unrealized | Number of | Fair | Unrealized | Number of | ||||||||||||||||
| Value |
|