Annual Statements Open main menu

INTERNATIONAL BANCSHARES CORP - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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 000-09439

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Texas

74-2157138

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

1200 San Bernardo Avenue, Laredo, Texas 78042-1359

(Address of principal executive offices)

(Zip Code)

(956) 722-7611

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common Stock, $1.00 par value

IBOC

NASDAQ

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 if 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

Accelerated filer

Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

Class

Shares Issued and Outstanding

Common Stock, $1.00 par value

63,372,301 shares outstanding at August 2, 2021

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Condition (Unaudited)

(Dollars in Thousands)

June 30,

December 31,

    

2021

    

2020

 

Assets

Cash and cash equivalents

$

2,326,880

$

1,997,238

Investment securities:

Held to maturity debt securities (Market value of $3,400 on June 30, 2021 and $3,400 on December 31, 2020)

 

3,400

 

3,400

Available for sale debt securities (Amortized cost of $4,148,673 on June 30, 2021 and $3,054,289 on December 31, 2020)

 

4,171,881

 

3,080,768

Equity securities with readily determinable fair values

6,136

6,202

Total investment securities

 

4,181,417

 

3,090,370

Loans

 

7,387,537

 

7,541,754

Less allowance for credit losses

 

(108,281)

 

(109,059)

Net loans

 

7,279,256

 

7,432,695

Bank premises and equipment, net

 

463,521

 

479,878

Accrued interest receivable

 

32,979

 

37,881

Other investments

 

289,706

 

254,413

Cash surrender value of life insurance policies

293,808

292,381

Goodwill

 

282,532

 

282,532

Other assets

 

160,906

 

162,079

Total assets

$

15,311,005

$

14,029,467

1

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Condition, continued (Unaudited)

(Dollars in Thousands)

June 30,

December 31,

    

2021

    

2020

 

Liabilities and Shareholders’ Equity

Liabilities:

Deposits:

Demand—non-interest bearing

$

5,419,228

$

4,715,814

Savings and interest bearing demand

 

4,313,554

 

3,852,505

Time

 

2,143,987

 

2,153,541

Total deposits

 

11,876,769

 

10,721,860

Securities sold under repurchase agreements

 

430,530

 

428,148

Other borrowed funds

 

436,233

 

436,327

Junior subordinated deferrable interest debentures

 

134,642

 

134,642

Other liabilities

 

147,161

 

130,492

Total liabilities

 

13,025,335

 

11,851,469

Shareholders’ equity:

Common shares of $1.00 par value. Authorized 275,000,000 shares; issued 96,332,239 shares on June 30, 2021 and 96,240,977 shares on December 31, 2020

 

96,332

 

96,241

Surplus

 

151,512

 

149,334

Retained earnings

 

2,397,610

 

2,289,626

Accumulated other comprehensive income

 

18,292

 

20,825

 

2,663,746

 

2,556,026

Less cost of shares in treasury, 32,962,288 shares on June 30, 2021 and 32,961,289 on December 31, 2020

 

(378,076)

 

(378,028)

Total shareholders’ equity

 

2,285,670

 

2,177,998

Total liabilities and shareholders’ equity

$

15,311,005

$

14,029,467

See accompanying notes to consolidated financial statements.

2

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

(Dollars in Thousands, except per share data)

Three Months Ended

Six Months Ended

    

June 30,

June 30,

2021

    

2020

    

2021

    

2020

Interest income:

Loans, including fees

$

91,816

$

97,764

$

183,930

$

196,994

Investment securities:

Taxable

5,014

15,092

 

9,889

31,580

Tax-exempt

 

377

653

 

772

1,419

Other interest income

 

772

141

 

1,262

269

Total interest income

 

97,979

113,650

 

195,853

230,262

Interest expense:

Savings deposits

 

990

1,161

 

1,919

4,396

Time deposits

 

2,929

5,319

 

6,127

11,289

Securities sold under repurchase agreements

 

142

148

 

283

613

Other borrowings

 

1,908

2,088

 

3,797

4,914

Junior subordinated deferrable interest debentures

 

702

1,080

 

1,410

2,353

Total interest expense

 

6,671

9,796

 

13,536

23,565

Net interest income

91,308

103,854

 

182,317

206,697

Provision for credit losses

 

1,144

10,989

 

2,336

27,825

Net interest income after provision for credit losses

 

90,164

92,865

 

179,981

178,872

Non-interest income:

Service charges on deposit accounts

 

15,774

12,880

 

30,677

30,517

Other service charges, commissions and fees

Banking

 

13,233

11,229

 

25,416

22,395

Non-banking

 

2,345

2,030

 

3,785

3,784

Investment securities transactions, net

 

 

(4)

(5)

Other investments, net

 

58,920

617

 

63,005

386

Other income

 

7,634

6,840

 

11,264

11,649

Total non-interest income

$

97,906

$

33,596

$

134,143

$

68,726

3

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income, continued (Unaudited)

(Dollars in Thousands, except per share data)

Three Months Ended

Six Months Ended

    

June 30,

June 30,

2021

    

2020

    

2021

    

2020

Non-interest expense:

Employee compensation and benefits

$

30,548

$

32,319

$

60,710

$

68,649

Occupancy

 

6,530

 

5,770

 

12,147

 

12,669

Depreciation of bank premises and equipment

 

6,436

 

7,190

 

13,235

 

14,299

Professional fees

 

2,281

 

3,913

 

5,117

 

7,883

Deposit insurance assessments

 

927

 

202

 

1,814

 

202

Net expense, other real estate owned

 

3,668

 

2,835

 

4,913

 

5,837

Advertising

 

1,456

 

1,892

 

2,879

 

3,876

Software and software maintenance

4,526

5,257

8,966

9,748

Other

 

13,582

 

14,530

 

22,358

 

27,726

Total non-interest expense

 

69,954

 

73,908

 

132,139

 

150,889

Income before income taxes

118,116

 

52,553

 

181,985

 

96,709

Provision for income taxes

 

26,090

 

11,044

 

39,188

 

20,361

Net income

$

92,026

$

41,509

$

142,797

$

76,348

Basic earnings per common share:

Weighted average number of shares outstanding

 

63,362,817

 

63,295,597

 

63,335,289

 

64,183,093

Net income

$

1.45

$

0.66

$

2.25

$

1.19

Fully diluted earnings per common share:

 

 

 

 

Weighted average number of shares outstanding

 

63,518,556

 

63,397,199

63,469,284

64,313,011

Net income

$

1.45

$

0.65

$

2.25

$

1.19

See accompanying notes to consolidated financial statements

4

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in Thousands)

Three Months Ended

Six Months Ended

    

June 30,

June 30,

2021

    

2020

    

2021

    

2020

Net income

$

92,026

$

41,509

$

142,797

$

76,348

Other comprehensive income, net of tax:

Net unrealized holding gains (losses) on securities available for sale arising during period (net of tax effects of $127, $(6,123), $(674) and $10,359)

 

479

 

(23,033)

 

(2,536)

 

38,970

Reclassification adjustment for losses on securities available for sale included in net income (net of tax effects of $0, $0, $1 and $1)

 

 

 

3

 

4

 

479

 

(23,033)

 

(2,533)

 

38,974

Comprehensive income

$

92,505

$

18,476

$

140,264

$

115,322

See accompanying notes to consolidated financial statements.

5

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

Three and Six Months ended June 30, 2021 and 2020

(in Thousands, except per share amounts)

   

Number

   

   

   

   

Other

   

   

of

Common

Retained

Comprehensive

Treasury

Shares

Stock

Surplus

Earnings

Income (Loss)

Stock

Total

Balance at March 31, 2021

96,312

$

96,312

$

150,972

$

2,305,584

$

17,813

$

(378,076)

$

2,192,605

Net income

92,026

92,026

Exercise of stock options

20

20

426

446

Stock compensation expense recognized in earnings

114

114

Other comprehensive income, net of tax:

Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustments

479

479

Balance at June 30, 2021

96,332

$

96,332

$

151,512

$

2,397,610

$

18,292

$

(378,076)

$

2,285,670

   

Number

   

   

   

   

Other

   

   

of

Common

Retained

Comprehensive

Treasury

Shares

Stock

Surplus

Earnings

Income (Loss)

Stock

Total

Balance at March 31, 2020

96,226

$

96,226

$

148,508

$

2,191,946

$

64,352

$

(358,521)

$

2,142,511

Net income

41,509

41,509

Purchase of treasury (740,598 shares)

(19,366)

(19,366)

Exercise of stock options

3

3

59

62

Stock compensation expense recognized in earnings

177

177

Other comprehensive income, net of tax:

Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustments

(23,033)

(23,033)

Balance at June 30, 2020

96,229

$

96,229

$

148,744

$

2,233,455

$

41,319

$

(377,887)

$

2,141,860

6

   

Number

   

   

   

   

Other

   

   

of

Common

Retained

Comprehensive

Treasury

Shares

Stock

Surplus

Earnings

Income (Loss)

Stock

Total

Balance at December 31, 2020

96,241

$

96,241

$

149,334

$

2,289,626

$

20,825

$

(378,028)

$

2,177,998

Net income

142,797

142,797

Dividends:

Cash ($.55 per share)

(34,813)

(34,813)

Purchase of treasury stock (999 shares)

(48)

(48)

Exercise of stock options

91

91

1,905

1,996

Stock compensation expense recognized in earnings

273

273

Other comprehensive income, net of tax:

Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustments

(2,533)

(2,533)

Balance at June 30, 2021

96,332

$

96,332

$

151,512

$

2,397,610

$

18,292

$

(378,076)

$

2,285,670

   

Number

   

   

   

   

Other

   

   

of

Common

Retained

Comprehensive

Treasury

Shares

Stock

Surplus

Earnings

Income (Loss)

Stock

Total

Balance at December 31, 2019

96,215

$

96,215

$

148,075

$

2,200,568

$

2,345

$

(329,150)

$

2,118,053

Net income

76,348

76,348

Dividends:

Cash ($.55 per share)

(35,128)

(35,128)

Purchase of treasury stock (1,941,212 shares)

(48,737)

(48,737)

Exercise of stock options

14

14

274

288

Stock compensation expense recognized in earnings

395

395

Cumulative adjustment for adoption of new accounting standards, net of tax

(8,333)

(8,333)

Other comprehensive income, net of tax:

Net change in unrealized gains and losses on available for sale securities, net of reclassification adjustments

38,974

38,974

Balance at June 30, 2020

96,229

$

96,229

$

148,744

$

2,233,455

$

41,319

$

(377,887)

$

2,141,860

See accompanying notes to consolidated financial statements.

7

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)

Six Months Ended

    

June 30,

2021

    

2020

Operating activities:

Net income

$

142,797

$

76,348

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit loss

2,336

27,825

Specific reserve, other real estate owned

2,065

537

Depreciation of bank premises and equipment

 

13,235

14,299

Loss (gain) on sale of bank premises and equipment

 

15

(155)

Loss on sale of other real estate owned

 

519

13

Accretion of investment securities discounts

 

(279)

(241)

Amortization of investment securities premiums

 

22,329

14,877

Investment securities transactions, net

 

4

5

Unrealized loss (gain) on equity securities with readily determinable fair values

65

(99)

Proceeds from settlements of claims

 

2,870

Stock based compensation expense

 

273

395

(Earnings) losses from affiliates and other investments

 

(61,313)

203

Deferred income taxes

 

(821)

(14,861)

Decrease (increase) in accrued interest receivable

 

4,902

(11,064)

Decrease in other assets

 

12,097

244

Decrease in other liabilities

 

24,904

28,186

Net cash provided by operating activities

 

165,998

136,512

Investing activities:

Proceeds from maturities of securities

1,501,881

1,075

Proceeds from sales and calls of available for sale securities

2,865

18,920

Purchases of available for sale securities

(3,630,564)

(458,184)

Principal collected on mortgage backed securities

 

1,009,379

753,483

Net decrease (increase) in loans

134,517

(598,176)

Purchases of other investments

 

(42,037)

(25,329)

Distributions from other investments

 

59,955

26,688

Purchases of bank premises and equipment

 

(4,259)

(4,593)

Proceeds from sales of bank premises and equipment

 

1,255

786

Proceeds from sales of other real estate owned

 

6,320

3,625

Net cash used in investing activities

$

(960,688)

$

(281,705)

8

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows, continued (Unaudited)

(Dollars in Thousands)

Six Months Ended

    

June 30,

2021

    

2020

Financing activities:

Net increase in non-interest bearing demand deposits

$

703,414

$

870,839

Net increase in savings and interest bearing demand deposits

 

461,049

 

290,105

Net (decrease) increase in time deposits

 

(9,554)

 

48,745

Net increase in securities sold under repurchase agreements

 

2,382

 

150,559

Net decrease in other borrowed funds

 

(94)

 

(190,092)

Purchase of treasury stock

 

(48)

 

(48,737)

Proceeds from stock transactions

 

1,996

 

288

Payments of cash dividends

 

(34,813)

 

(35,128)

Net cash provided by financing activities

 

1,124,332

 

1,086,579

Increase in cash and cash equivalents

329,642

 

941,386

Cash and cash equivalents at beginning of period

 

1,997,238

 

256,820

Cash and cash equivalents at end of period

$

2,326,880

$

1,198,206

Supplemental cash flow information:

Interest paid

$

13,991

$

23,555

Income taxes paid

16,130

 

370

Non-cash investing and financing activities:

Net transfers from loans to other real estate owned

$

16,587

$

2,234

Net transfers from bank premises and equipment to other assets

4,260

See accompanying notes to consolidated financial statements.

9

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

As used in this report, the words “Company,” “we,” “us” and “our” refer to International Bancshares Corporation, a Texas corporation, its five wholly-owned subsidiary banks, and other subsidiaries. The information that follows may contain forward-looking statements, which are qualified as indicated under “Cautionary Notice Regarding Forward-Looking Statements” in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this report. Our website address is www.ibc.com.

Note 1 — Basis of Presentation

Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Our consolidated financial statements include the accounts of International Bancshares Corporation, and our wholly-owned bank subsidiaries, International Bank of Commerce, Laredo (“IBC”), Commerce Bank, International Bank of Commerce, Zapata, International Bank of Commerce, Brownsville, International Bank of Commerce, Oklahoma (the “Subsidiary Banks”) and our wholly-owned non-bank subsidiaries, IBC Trading Company, Premier Tierra Holdings, Inc., IBC Charitable and Community Development Corporation, Emerald Galveston Holdings, LLC and IBC Capital Corporation. Our consolidated financial statements are unaudited, but include all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments were of a normal and recurring nature. These financial statements should be read in conjunction with the financial statements and the notes thereto in our latest Annual Report on Form 10-K. Our consolidated statement of condition at December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“US GAAP”) for complete financial statements. Certain reclassifications have been made to make prior periods comparable. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021 or any future period.

We operate as one segment. The operating information used by our chief executive officer for purposes of assessing performance and making operating decisions is the consolidated statements presented in this report. We have five active operating subsidiaries, the Subsidiary Banks. We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), FASB ASC 280, “Segment Reporting,” in determining our reportable segments and related disclosures.

We have evaluated all events or transactions that occurred through the date we issued these financial statements. During this period, we did not have any material recognizable or non-recognizable subsequent events.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 to ASC 326, “Financial Instruments – Credit Losses.” The update amends existing standards for accounting for credit losses for financial assets. The update requires that the expected credit losses on the financial instruments held as of the end of the period being reported be measured based on historical experience, current conditions, and reasonable and supportable forecasts. The update also expands the required disclosures related to significant estimates and judgements used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s financial assets. The update also amended the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The impact of the adoption of the standard is to be recorded as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The accounting standard was effective for us on January 1, 2020. The task force formed last year, which includes key members of the teams that work with the current calculation of the allowance for probable loan losses plus members representing the corporate accounting and risk management areas, has worked with the implementation of the update and validation to complete our model/tool. Based on the composition of the portfolio at December 31, 2019 and after finalizing the methodology, the adoption of the update increased our allowance for probable loan losses (referred to as the allowance for credit losses under ASU 2016-13), by approximately 17.2%, resulting in a cumulative-effect adjustment to retained earnings of approximately

10

$8.3 million, net of tax. Please refer to Note 4 – Allowance for Credit Losses and the Critical Accounting Policies discussion in Management’s Discussion and Analysis.

Note 2 — Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; it also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Inputs - Observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Inputs - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.

The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value on a recurring basis as of June 30, 2021 by level within the fair value measurement hierarchy:

Fair Value Measurements at

Reporting Date Using

(in Thousands)

Quoted

Prices in

Active

Significant

Assets/Liabilities

Markets for

Other

Significant

Measured at

Identical

Observable

Unobservable

Fair Value

Assets

Inputs

Inputs

June 30, 2021

(Level 1)

(Level 2)

(Level 3)

Measured on a recurring basis:

    

    

    

    

    

    

    

    

Assets:

Available for sale debt securities

Residential mortgage-backed securities

$

4,123,636

$

$

4,123,636

$

States and political subdivisions

 

48,245

 

 

48,245

 

Equity Securities

 

6,136

 

6,136

 

 

$

4,178,017

$

6,136

$

4,171,881

$

11

The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value on a recurring basis as of December 31, 2020 by level within the fair value measurement hierarchy:

Fair Value Measurements at

Reporting Date Using

(in Thousands)

Quoted

Prices in

Active

Significant

Assets/Liabilities

Markets for

Other

Significant

Measured at

Identical

Observable

Unobservable

Fair Value

Assets

Inputs

Inputs

December 31, 2020

(Level 1)

(Level 2)

(Level 3)

Measured on a recurring basis:

    

    

    

    

    

    

    

    

Assets:

Available for sale securities

Residential mortgage - backed securities

$

3,029,954

$

$

3,029,954

$

States and political subdivisions

 

50,814

 

 

50,814

 

Equity Securities

 

6,202

 

6,202

 

 

$

3,086,970

$

6,202

$

3,080,768

$

Available-for-sale debt securities are classified within Level 1 or 2 of the valuation hierarchy. Equity securities with readily determinable fair values are classified within Level 1. For debt investments classified as Level 2 in the fair value hierarchy, we obtain fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis. The instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The following table represents financial instruments measured at fair value on a non-recurring basis as of and for the period ended June 30, 2021 by level within the fair value measurement hierarchy:

Fair Value Measurements at Reporting

Date Using

(in thousands)

Quoted

Assets/Liabilities

Prices in

Measured at

Active

Significant

Fair Value

Markets for

Other

Significant

Net Provision

Period ended

Identical

Observable

Unobservable

(Credit)

June 30,

Assets

Inputs

Inputs

During

2021

(Level 1)

(Level 2)

(Level 3)

Period

Measured on a non-recurring basis:

    

    

    

    

    

    

    

    

    

    

Assets:

Watch List-Doubtful loans

$

144

$

$

$

144

$

29

Other real estate owned

$

1,980

$

$

$

1,980

$

2,065

12

The following table represents financial instruments measured at fair value on a non-recurring basis as of and for the period ended December 31, 2020 by level within the fair value measurement hierarchy:

Fair Value Measurements at Reporting

Date Using

(in thousands)

Quoted

Assets/Liabilities

Prices in

Measured at

Active

Significant

Fair Value

Markets

Other

Significant

Net (Credit)

Year ended

for Identical

Observable

Unobservable

Provision

December 31,

Assets

Inputs

Inputs

During

2020

(Level 1)

(Level 2)

(Level 3)

Period

Measured on a non-recurring basis:

    

    

    

    

    

    

    

    

    

    

Assets:

Watch List-Doubtful loans

$

393

$

$

$

393

$

(86)

Other real estate owned

 

6,241

 

 

 

6,241

 

1,539

Our assets measured at fair value on a non-recurring basis are limited to loans classified as Watch List – Doubtful and other real estate owned. The fair value of Watch List-Doubtful loans is derived in accordance with FASB ASC 310, “Receivables”. They are primarily comprised of collateral-dependent commercial loans. As the primary sources of loan repayments decline, the secondary repayment source, the collateral, takes on greater significance. Correctly evaluating the fair value becomes even more important. Re-measurement of the loan to fair value is done through a specific valuation allowance included in the allowance for credit losses. The fair value of the loan is based on the fair value of the collateral, as determined through either an appraisal or evaluation process. The basis for our appraisal and appraisal review process is based on regulatory guidelines and strives to comply with all regulatory appraisal laws, regulations, and the Uniform Standards of Professional Appraisal Practice. All appraisals and evaluations are “as is” (the property’s highest and best use) valuations based on the current conditions of the property/project at that point in time. The determination of the fair value of the collateral is based on the net realizable value, which is the appraised value less any closing costs, when applicable. As of June 30, 2021, we had $1,267,000 of doubtful commercial collateral dependent loans, of which $1,082,000 had an appraisal performed within the immediately preceding twelve months, and of which $0 had an evaluation performed within the immediately preceding twelve months. As of December 31, 2020, we had approximately $18,361,000 of doubtful commercial collateral dependent loans, of which $16,587,000 had an appraisal performed within the immediately preceding twelve months and of which $1,283,000 had an evaluation performed within the immediately preceding twelve months.

Our determination to either seek an appraisal or to perform an evaluation begins in weekly credit quality meetings, where the committee analyzes the existing collateral values of the doubtful loans and where obsolete appraisals are identified. In order to determine whether we would obtain a new appraisal or perform an internal evaluation to determine the fair value of the collateral, the credit committee reviews the existing appraisal to determine if the collateral value is reasonable in view of the current use of the collateral and the economic environment related to the collateral. If the analysis of the existing appraisal does not find that the collateral value is reasonable under the current circumstances, we would obtain a new appraisal on the collateral or perform an internal evaluation of the collateral. The ultimate decision to get a new appraisal rests with the independent credit administration group. A new appraisal is not required if an internal evaluation, as performed by in-house experts, is able to appropriately update the original appraisal assumptions to reflect current market conditions and provide an estimate of the collateral’s market value for analysis of the doubtful loan. The internal evaluations must be in writing and contain sufficient information detailing the analysis, assumptions and conclusions, and they must support performing an evaluation in lieu of ordering a new appraisal.

Other real estate owned is comprised of real estate acquired by foreclosure and deeds in lieu of foreclosure. Other real estate owned is carried at the lower of the recorded investment in the property or its fair value less estimated costs to sell such property (as determined by independent appraisal) within Level 3 of the fair value hierarchy. Prior to foreclosure, the value of the underlying loan is written down to the fair value of the real estate to be acquired by a charge to the allowance for credit losses (“ACL”), if necessary. The fair value is reviewed periodically and subsequent write-downs are made, accordingly, through a charge to operations. Other real estate owned is included in other assets on the consolidated financial statements. For the three and six months ended June 30, 2021 and the twelve months ended

13

December 31, 2020, we recorded $0, $0 and $22,000, respectively, in charges to the ACL in connection with loans transferred to other real estate owned. For the three and six months ended June 30, 2021 and the twelve months ended December 31, 2020, we recorded $1,915,000, $2,065,000 and $1,539,000, respectively, in adjustments to fair value in connection with other real estate owned.

The fair value estimates, methods, and assumptions for our financial instruments at June 30, 2021 and December 31, 2020 are outlined below.

Cash and Cash Equivalents

For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Time Deposits with Banks

The carrying amounts of time deposits with banks approximate fair value.

Investment Securities Held-to-Maturity

The carrying amounts of investments held-to-maturity approximate fair value.

Investment Securities

For investment securities, which include U.S. Treasury securities, obligations of other U.S. government agencies, obligations of states and political subdivisions and mortgage pass-through and related securities, fair values are from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. See disclosures of fair value of investment securities in Note 6.

Loans

Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, such as commercial, real estate and consumer loans, as outlined by regulatory reporting guidelines. Each category is segmented into fixed and variable interest rate terms and by performing and non-performing categories.

For variable rate performing loans, the carrying amount approximates the fair value. For fixed-rate performing loans, except residential mortgage loans, the fair value is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources or the primary origination market. Fixed-rate performing loans are within Level 3 of the fair value hierarchy. At June 30, 2021 and December 31, 2020, the carrying amount of fixed rate performing loans was $1,664,177,000 and $1,812,413,000, respectively, and the estimated fair value was $1,610,401,000 and $1,747,257,000, respectively.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

Deposits

The fair value of deposits with no stated maturity, such as non-interest bearing demand deposit accounts, savings accounts and interest bearing demand deposit accounts, was equal to the amount payable on demand as of June 30, 2021 and December 31, 2020. The fair value of time deposits is based on the discounted value of contractual cashflows. The discount rate is based on currently offered rates. Time deposits are within Level 3 of the fair value

14

hierarchy. At June 30, 2021 and December 31, 2020, the carrying amount of time deposits was $2,143,987,000 and $2,153,541,000, respectively, and the estimated fair value was $2,141,515,000 and $2,148,976,000, respectively.

Securities Sold Under Repurchase Agreements

Securities sold under repurchase agreements are short-term maturities. Due to the contractual terms of the instruments, the carrying amounts approximated fair value at June 30, 2021 and December 31, 2020.

Junior Subordinated Deferrable Interest Debentures

We currently have floating-rate junior subordinated deferrable interest debentures outstanding. Due to the contractual terms of the floating-rate junior subordinated deferrable interest debentures, the carrying amounts approximated fair value at June 30, 2021 and December 31, 2020.

Other Borrowed Funds

We currently have long-term borrowings issued from the Federal Home Loan Bank (“FHLB”). The long-term borrowings outstanding at June 30, 2021 and December 31, 2020 are fixed-rate borrowings and the fair value is based on established market spreads for similar types of borrowings. The fixed rate long-term borrowings are included in Level 2 of the fair value hierarchy. At June 30, 2021 and December 31, 2020, the carrying amount of the fixed rate long-term FHLB borrowings was $436,233,000 and $436,372,000, respectively, and the estimated fair value was $475,671,000 and $480,475,000, respectively.

Commitments to Extend Credit and Letters of Credit

Commitments to extend credit and fund letters of credit are principally at current interest rates, and, therefore, the carrying amount approximates fair value.

Limitations

Fair value estimates are made at a point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument. Because no market exists for a significant portion of our financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on- and off-statement of condition financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include the bank premises and equipment and core deposit value. In addition, the tax ramifications related to the effect of fair value estimates have not been considered in the above estimates.

15

Note 3 — Loans

A summary of loans, by loan type at June 30, 2021 and December 31, 2020 is as follows:

June 30,

December 31,

2021

2020

(Dollars in Thousands)

Commercial, financial and agricultural

    

$

4,671,168

    

$

4,516,288

Real estate - mortgage

 

916,153

 

999,144

Real estate - construction

 

1,618,493

 

1,846,757

Consumer

 

40,505

 

40,595

Foreign

 

141,218

 

138,970

Total loans

$

7,387,537

$

7,541,754

Note 4 — Allowance for Credit Losses

The estimation of the ACL is based on a loss-rate methodology that measures lifetime losses on loan pools that have similar risk characteristics. Loans that do not have similar risk characteristics are evaluated on an individual basis. The segmentation of the loan portfolio into pools requires a balancing process between capturing similar risk characteristics and containing sufficient loss history to provide meaningful results. Our segmentation starts at the general loan category with further sub-segmentation based on collateral types that may be of meaningful size and/or may contain sufficient differences in risk characteristics based on management’s judgement that would warrant further segmentation. The general loan categories along with primary risk characteristics used in our calculation are as follows:

Commercial and industrial loans. This category includes loans extended to a diverse array of businesses for working capital or equipment purchases. These loans are mostly secured by the collateral pledged by the borrower that is directly related to the business activities of the company such as equipment, accounts receivable and inventory. The borrower’s abilities to generate revenues from equipment purchases, collect accounts receivable, and to turn inventory into sales are risk factors in the repayment of the loan. A small portion of this loan category is related to loans secured by oil & gas production and loans secured by aircraft.

Construction and land development loans. This category includes the development of land from unimproved land to lot development for both residential and commercial use and vertical construction across residential and commercial real estate classes. These loans carry risk of repayment when projects incur cost overruns, have an increase in the price of construction materials, encounter zoning, entitlement and environmental issues, or encounter other factors that may affect the completion of a project on time and on budget. Additionally, repayment risk may be negatively impacted when the market experiences a deterioration in the value of real estate. Risks specifically related to 1-4 family development loans also include mortgage rate risk and the practice by the mortgage industry of more restrictive underwriting standards, which inhibits the buyer from obtaining long term financing creating excessive housing and lot inventory in the market.

Commercial real estate loans. This category includes loans secured by farmland, multifamily properties, owner occupied commercial properties, and non-owner occupied commercial properties. Owner occupied commercial properties include warehouses often along the border for import/export operations, office space where the borrower is the primary tenant, restaurants and other single-tenant retail. Non-owner occupied commercial properties include hotels, retail centers, office and professional buildings, and leased warehouses. These loans carry risk of repayment when market values deteriorate, the business experiences turnover in key management, the business has an inability to attract or keep occupancy levels stable, or when the market experiences an exit of a specific business type that is significant to the local economy, such as a manufacturing plant.

1-4 family mortgages. This category includes both first and second lien mortgages for the purpose of home purchases or refinancing of existing mortgage loans. A small portion of this loan category is related to home equity

16

lines of credits, lots purchases, and home construction. Loan repayments may be affected by unemployment or underemployment and deteriorating market values of real estate.

Consumer loans. This category includes deposit secured, vehicle secured, and unsecured loans, including overdrafts, made to individuals. Repayment is primarily affected by unemployment or underemployment.

The loan pools are further broken down using a risk-based segmentation based on internal classifications for commercial loans and past due status for consumer mortgage loans. Non-mortgage consumer loans are evaluated as one segment. On a weekly basis, commercial loan past due reports are reviewed by the credit quality committee to determine if a loan has any potential problems and if a loan should be placed on our internal Watch List report. Additionally, our credit department reviews the majority of our loans for proper internal classification purposes regardless of whether they are past due and segregates any loans with potential problems for further review. The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation. Also, an analysis of loans that is provided through examinations by regulatory authorities is considered in the review process. After the above analysis is completed, we will determine if a loan should be placed on an internal Watch List report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history.

Our internal Watch List report is segregated into the following categories: (i) Pass, (ii) Economic Monitoring, (iii) Special Review, (iv) Watch List—Pass, (v) Watch List—Substandard, and (vi) Watch List—Doubtful. The loans placed in the Special Review category and lower rated credits reflect our opinion that the loans reflect potential weakness which require monitoring on a more frequent basis. Credits in those categories are reviewed and discussed on a regular basis, no less frequently than quarterly, with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the Watch List—Pass category and lower rated credits reflect our opinion that the credit contains weaknesses which represent a greater degree of risk, which warrant “extra attention.” Credits in this category are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the Watch List—Substandard category are considered to be potentially inadequately protected by the current sound worth and debt service capacity of the borrower or of any pledged collateral. These credit obligations, even if apparently protected by collateral value, have shown defined weaknesses related to adverse financial, managerial, economic, market or political conditions which may jeopardize repayment of principal and interest. Furthermore, there is the possibility that we may sustain some future loss if such weaknesses are not corrected. The loans placed in the Watch List—Doubtful category have shown defined weaknesses and it is likely, based on current information and events, that we will be unable to collect all principal and/or interest amounts contractually due. Watch List—Doubtful loans are placed on non-accrual when they are moved to that category.

For the purposes of the ACL, in order to maintain segments with sufficient history for meaningful results, the credits in the Pass and Economic Monitoring categories are aggregated, the credits in the Special Review and Watch List—Pass credits are aggregated, and the credits in the Watch List—Substandard category remain in their own segment. For loans that are classified as Watch List—Doubtful, management evaluates these credits in accordance with ASC 310-10, “Receivables,” and, if deemed necessary, a specific reserve is allocated to the loan. The specific reserve allocated under ASC 310-10, is based on (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) net realizable value of the fair value of the collateral if the loan is collateral dependent. Substantially all of our loans evaluated as Watch List—Doubtful under ASC 310-10 are measured using the fair value of collateral method. In rare cases, we may use other methods to determine the specific reserve of a loan under ASC 310-10 if such loan is not collateral dependent.

Within each collectively evaluated pool, the robustness of the lifetime historical loss-rate is evaluated and, if needed, is supplemented with peer loss rates through a model risk adjustment. Certain qualitative loss factors are then evaluated to incorporate management’s two-year reasonable and supportable forecast period followed by a reversion to the pool’s average lifetime loss-rate. Those qualitative loss factors are: (i) trends in portfolio volume and composition, (ii) volume and trends in classified loans, delinquencies, non-accruals and TDR’s, (iii) concentration risk, (iv) trends in underlying collateral value, (v) changes in policies, procedures, and strategies, and (vi) economic conditions. Qualitative factors also include potential losses stemming from operational risk factors arising from fraud, natural disasters,

17

pandemics and geopolitical events. Should any of the factors considered by management in evaluating the adequacy of the ACL change, our estimate could also change, which could affect the level of future credit loss expense.

We have elected to not measure an ACL for accrued interest receivable given our timely approach in identifying and writing off uncollectible accrued interest. An ACL for off-balance sheet exposure is derived from a projected usage rate of any unfunded commitment multiplied by the historical loss rate, plus model risk adjustment, if any, of the on-balance sheet loan pools.

Our management continually reviews the ACL of the Subsidiary Banks using the amounts determined from the estimates established on specific doubtful loans, the estimate established on quantitative historical loss percentages, and the estimate based on qualitative current conditions and reasonable and supportable two-year forecasted data. Our methodology reverts to the average lifetime loss-rate beyond the forecast period when we can no longer develop reasonable and supportable forecasts. Should any of the factors considered by management in evaluating the adequacy of the estimate for current expected credit losses change, our estimate of current expected credit losses could also change, which could affect the level of future credit loss expense. While the calculation of our ACL utilizes management’s best judgment and all information reasonably available, the adequacy of the ACL is dependent on a variety of factors beyond our control, including, among other things, the performance of the entire loan portfolio, the economy, government actions, changes in interest rates and the view of regulatory authorities towards loan classifications.

A summary of the transactions in the allowance for credit loan losses by loan class is as follows:

Three Months Ended June 30, 2021

Domestic

Foreign

 

    

    

Commercial

    

    

    

    

    

    

    

Real Estate:

Other

Commercial

Construction &

Real Estate:

Commercial

Land

Farmland &

Real Estate:

Residential:

Residential:

Commercial

Development

Commercial

Multifamily

First Lien

Junior Lien

Consumer

Foreign

Total

(Dollars in Thousands)  

Balance at March 31, 2021

$

22,163

$

34,406

$

32,203

$

5,935

$

3,917

$

8,736

$

279

$

769

$

108,408

Losses charged to allowance

 

(1,655)

(117)

(21)

(55)

 

(1,848)

Recoveries credited to allowance

 

498

7

24

37

11

 

577

Net (losses) recoveries charged to allowance

 

(1,157)

 

 

7

 

 

(93)

 

16

 

(44)

 

 

(1,271)

Credit loss expense

 

2,057

(803)

2,028

(1,729)

92

(556)

33

22

 

1,144

Balance at June 30, 2021

$

23,063

$

33,603

$

34,238

$

4,206

$

3,916

$

8,196

$

268

$

791

$

108,281

18

Three Months Ended June 30, 2020

Domestic

Foreign

 

    

    

Commercial

    

    

    

    

    

    

    

Real Estate:

Other

Commercial

Construction &

Real Estate:

Commercial

Land

Farmland &

Real Estate:

Residential:

Residential:

Commercial

Development

Commercial

Multifamily

First Lien

Junior Lien

Consumer

Foreign

Total

(Dollars in Thousands)  

Balance at March 31, 2020

$

19,067

$

37,421

$

15,004

$

1,758

$

2,782

$

8,452

$

323

$

466

$

85,273

Losses charged to allowance

 

(2,142)

(19)

(121)

(60)

 

(2,342)

Recoveries credited to allowance

 

599

1

12

1

17

4

 

634

Net (losses) recoveries charged to allowance

 

(1,543)

 

(18)

 

12

 

 

1

 

(104)

 

(56)

 

 

(1,708)

Credit loss expense

 

2,555

3,521

3,695

106

425

616

21

50

 

10,989

Balance at June 30, 2020

$

20,079

$

40,924

$

18,711

$

1,864

$

3,208

$

8,964

$

288

$

516

$

94,554

Six Months Ended June 30, 2021

Domestic

Foreign

    

    

Commercial

    

    

    

    

    

    

    

Real Estate:

Other

Commercial

Construction &

Real Estate:

Commercial

Land

Farmland &

Real Estate:

Residential:

Residential:

Commercial

Development

Commercial

Multifamily

First Lien

Junior Lien

Consumer

Foreign

Total

(Dollars in Thousands)  

Balance at December 31, 2020

$

21,908

$

37,612

$

30,000

$

5,051

$

3,874

$

9,570

$

291

$

753

$

109,059

Losses charged to allowance

 

(3,548)

(356)

(189)

(21)

(87)

 

(4,201)

Recoveries credited to allowance

 

956

19

35

58

19

 

1,087

Net (losses) recoveries charged to allowance

 

(2,592)

 

 

(337)

 

 

(154)

 

37

 

(68)

 

 

(3,114)

Credit loss expense

 

3,747

(4,009)

4,575

(845)

196

(1,411)

45

38

 

2,336

Balance at June 30, 2021

$

23,063

$

33,603

$

34,238

$

4,206

$

3,916

$

8,196

$

268

$

791

$

108,281

Six Months Ended June 30, 2020

Domestic

Foreign

 

    

    

Commercial

    

    

    

    

    

    

    

Real Estate:

Other

Commercial

Construction &

Real Estate:

Commercial

Land

Farmland &

Real Estate:

Residential:

Residential:

Commercial

Development

Commercial

Multifamily

First Lien

Junior Lien

Consumer

Foreign

Total

(Dollars in Thousands)  

Balance at December 31, 2019

$

11,145

$

18,152

$

16,533

$

1,786

$

3,762

$

7,535

$

542

$

823

$

60,278

Adoption of ASU 2016-13

4,247

13,391

(4,292)

(355)

(1,580)

(429)

(225)

(410)

10,347

Losses charged to allowance

 

(4,961)

(19)

(55)

(36)

(121)

(130)

 

(5,322)

Recoveries credited to allowance

 

1,270

1

21

2

120

12

 

1,426

Net (losses) recoveries charged to allowance

 

(3,691)

 

(18)

 

(34)

 

 

(34)

 

(1)

 

(118)

 

 

(3,896)

Credit loss expense

 

8,378

9,399

6,504

433

1,060

1,859

89

103

 

27,825

Balance at June 30, 2020

$

20,079

$

40,924

$

18,711

$

1,864

$

3,208

$

8,964

$

288

$

516

$

94,554

19

The credit loss expense charged to operations increased throughout 2020 as a result of increases in the ACL due to deteriorating economic conditions as a result of the novel Coronavirus Disease 2019 (“COVID-19”) and its variant strains the impact of those conditions on certain segments of our loan portfolio. Economic conditions during the first six months of 2021 have stabilized and, in some segments, slightly improved. The pool specific qualitative loss factors management deemed appropriate for the ACL calculation at December 31, 2020 remained constant in the June 30, 2021 ACL calculation, which positively impacted the calculation and resulted in a decrease in the credit loss expense charged to operations for the three and six months ended June 30, 2021 compared to the same period of 2020.

The table below provides additional information on the balance of loans individually or collectively evaluated for impairment and their related allowance, by loan class as of June 30, 2021 and December 31, 2020:

June 30, 2021

Loans Individually

Loans Collectively

Evaluated For

Evaluated For

Impairment

Impairment

Recorded

Recorded

Investment

Allowance

Investment

Allowance

(Dollars in Thousands)

Domestic

Commercial

    

$

567

    

$

238

    

$

1,706,857

    

$

22,825

Commercial real estate: other construction & land development

 

769

 

70

 

1,617,724

 

33,533

Commercial real estate: farmland & commercial

 

404

 

 

2,597,973

 

34,238

Commercial real estate: multifamily

 

121

 

 

365,246

 

4,206

Residential: first lien

 

79

 

 

399,092

 

3,916

Residential: junior lien

 

35

 

 

516,947

 

8,196

Consumer

 

 

 

40,505

 

268

Foreign

 

 

 

141,218

 

791

Total

$

1,975

$

308

$

7,385,562

$

107,973

December 31, 2020

Loans Individually

Loans Collectively

Evaluated For

Evaluated For

Impairment

Impairment

Recorded

Recorded

Investment

Allowance

Investment

Allowance

(Dollars in Thousands)

Domestic

Commercial

    

$

1,189

    

$

209

    

$

1,784,747

    

$

21,699

Commercial real estate: other construction & land development

 

17,496

 

70

 

1,829,261

 

37,542

Commercial real estate: farmland & commercial

 

439

 

 

2,288,869

 

30,000

Commercial real estate: multifamily

 

134

 

 

440,910

 

5,051

Residential: first lien

 

151

 

 

404,968

 

3,874

Residential: junior lien

 

38

 

 

593,987

 

9,570

Consumer

 

 

 

40,595

 

291

Foreign

 

 

 

138,970

 

753

Total

$

19,447

$

279

$

7,522,307

$

108,780

20

The table below provides additional information on loans accounted for on a non-accrual basis by loan class at June 30, 2021 and December 31, 2020:

June 30, 2021

December 31, 2020

(Dollars in Thousands)

Domestic

Commercial

    

$

567

    

$

1,189

Commercial real estate: other construction & land development

 

769

 

17,496

Commercial real estate: farmland & commercial

 

404

 

439

Commercial real estate: multifamily

 

121

 

134

Residential: first lien

 

336

 

526

Residential: junior lien

 

35

 

38

Total non-accrual loans

$

2,232

$

19,822

The following table details loans accounted for as “troubled debt restructuring,” segregated by loan class. Loans accounted for as troubled debt restructuring are included in Watch List—Doubtful loans.

    

June 30, 2021

    

December 31, 2020

(Dollars in Thousands)

Domestic

Residential: first lien

$

2,234

$

4,078

Residential: junior lien

265

521

Consumer

805

989

Foreign

18

233

Total troubled debt restructuring

$

3,322

$

5,821

We are actively working with our customers affected by the current economic crisis arising from COVID-19. We have been offering and are prepared to continue to offer assistance in accordance with current regulatory guidance. That includes continuously reaching out to our customers and, in some cases, offering short-term payment deferral plans. As of August 1, 2021, we had approximately $364,296,000 in loans with some degree of payment deferrals in our system. In accordance with interagency regulatory guidance, these short-term deferrals are not considered troubled debt restructurings. The $364,296,000 is comprised primarily of loans related to industries that have been significantly impacted by the COVID-19 pandemic, including the hospitality sector, the oil and gas industry, and retail developments.

With the passage of the Paycheck Protection Program (“PPP”), administered by the Small Business Association (“SBA”), we assisted our customers with applications for loans through the PPP. PPP loans earn interest at 1% and PPP loans made prior to June 5, 2020 have a two-year term, while those made after June 5, 2020 have a five-year term; however, PPP loans also include forgiveness provisions that we expect most customers will utilize. Customers began submitting applications for the forgiveness program in the third quarter of 2020. PPP loans were intended to support up to 24 weeks of payroll and certain other costs to help those businesses remain viable and allow their employees to pay their bills. As of August 1, 2021, we had 4,015 PPP loans totaling approximately $272,831,000 outstanding. The PPP loans are fully guaranteed by the U.S. government through the SBA.

The Subsidiary Banks charge-off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a “loss” by bank examiners. Commercial and industrial or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the loss portion is anticipated based on the borrower’s financial condition and general economic conditions in the borrower’s industry. Generally, unsecured consumer loans are charged-off when 90 days past due.

While our management believes that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses. The determination that a loan is likely to be uncollectible and that it should be wholly or partially charged-off as a loss is an exercise of judgment. Similarly, the determination of the adequacy of the ACL can be made only on a

21

subjective basis. It is the judgment of our management that the ACL at June 30, 2021 was adequate to absorb probable losses from loans in the portfolio at that date.

The following tables present information regarding the aging of past due loans by loan class at June 30, 2021 and December 31, 2020:

June 30, 2021

90 Days or

Total

30 - 59

60 - 89

90 Days or

greater &

Past

Total

Days

Days

Greater

still accruing

Due

Current

Portfolio

(Dollars in Thousands)

Domestic

Commercial

    

$

2,171

    

$

286

    

$

1,646

    

$

1,646

    

$

4,103

    

$

1,703,321

    

$

1,707,424

Commercial real estate: other construction & land development

 

10,669

 

51

 

4,217

 

3,557

 

14,937

 

1,603,556

 

1,618,493

Commercial real estate: farmland & commercial

 

3,763

 

185

 

4

 

4

 

3,952

 

2,594,425

 

2,598,377

Commercial real estate: multifamily

 

 

 

 

 

 

365,367

 

365,367

Residential: first lien

 

1,967

 

749

 

6,582

 

6,451

 

9,298

 

389,873

 

399,171

Residential: junior lien

 

1,141

 

184

 

780

 

745

 

2,105

 

514,877

 

516,982

Consumer

 

211

 

79

 

14

 

14

 

304

 

40,201

 

40,505

Foreign

 

479

 

 

466

 

466

 

945

 

140,273

 

141,218

Total past due loans

$

20,401

$

1,534

$

13,709

$

12,883

$

35,644

$

7,351,893

$

7,387,537

December 31, 2020

90 Days or

Total

30 - 59

60 - 89

90 Days or

greater &

Past

Total

Days

Days

Greater

still accruing

Due

Current

Portfolio

 

(Dollars in Thousands)

Domestic

    

    

    

    

    

    

    

    

    

    

    

    

    

    

Commercial

$

1,931

    

$

1,109

    

$

563

    

$

318

    

$

3,603

    

$

1,782,333

    

$

1,785,936

Commercial real estate: other construction & land development

 

1,059

 

854

 

16,587

 

 

18,500

 

1,828,257

 

1,846,757

Commercial real estate: farmland & commercial

 

2,435

 

219

 

186

 

186

 

2,840

 

2,286,468

 

2,289,308

Commercial real estate: multifamily

 

126

 

 

 

 

126

 

440,918

 

441,044

Residential: first lien

 

2,399

 

926

 

6,165

 

5,890

 

9,490

 

395,629

 

405,119

Residential: junior lien

 

561

 

247

 

1,197

 

1,197

 

2,005

 

592,020

 

594,025

Consumer

 

318

 

71

 

79

 

79

 

468

 

40,127

 

40,595

Foreign

 

478

 

180

 

568

 

568

 

1,226

 

137,744

 

138,970

Total past due loans

$

9,307

$

3,606

$

25,345

$

8,238

$

38,258

$

7,503,496

$

7,541,754

The decrease in Commercial Real Estate – Other Construction and Land Development Loans 90 days or greater past due at June 30, 2021 can be primarily attributed to a relationship secured by commercial property that was placed on non-accrual in the fourth quarter of 2020 and foreclosed upon in the first quarter of 2021.

22

A summary of the loan portfolio by credit quality indicator by loan class and by year of origination at June 30, 2021 and December 31, 2020 is presented below:

    

2021

    

2020

    

2019

    

2018

    

2017

    

Prior

    

Total

(Dollars in Thousands)

Balance at June 30, 2021

Domestic

Commercial

    

Pass

$

648,779

$

585,815

$

151,781

$

115,209

$

73,253

$

15,095

$

1,589,932

Special Review

1,528

74,697

1

76,226

Watch List - Pass

36,371

12

36,383

Watch List - Substandard

3,123

287

845

61

4,316

Watch List - Doubtful

320

144

103

567

Total Commercial

$

653,750

$

697,314

$

152,626

$

115,270

$

73,356

$

15,108

$

1,707,424

Commercial real estate: other construction & land development

Pass

$

367,161

$

515,464

$

522,601

$

134,382

$

15,864

$

8,702

$

1,564,174

Special Review

30,398

30,398

Watch List - Pass

23,101

51

23,152

Watch List - Doubtful

769

769

Total Commercial real estate: other construction & land development

$

397,559

$

539,334

$

522,601

$

134,433

$

15,864

$

8,702

$

1,618,493

Commercial real estate: farmland & commercial

 

Pass

$

464,047

$

752,584

$

340,132

$

445,558

$

203,489

$

258,935

$

2,464,745

Special Review

2,154

1,335

921

4,170

64

912

9,556

Watch List - Pass

17,228

44,226

277

97

61,828

Watch List - Substandard

54,661

4,497

2,220

466

61,844

Watch List - Doubtful

219

185

404

Total Commercial real estate: farmland & commercial

$

483,429

$

853,025

$

345,735

$

450,005

$

205,870

$

260,313

$

2,598,377

Commercial real estate: multifamily

 

Pass

$

25,734

$

81,249

$

102,969

$

77,220

$

69,377

$

8,697

$

365,246

Watch List - Doubtful

121

121

Total Commercial real estate: multifamily

$

25,734

$

81,370

$

102,969

$

77,220

$

69,377

$

8,697

$

365,367

Residential: first lien

Pass

$

67,108

$

68,283

$

70,479

$

56,313

$

34,787

$

102,064

$

399,034

Watch List - Substandard

58

58

Watch List - Doubtful

79

79

Total Residential: first lien

$

67,166

$

68,362

$

70,479

$

56,313

$

34,787

$

102,064

$

399,171

Residential: junior lien

Pass

$

67,010

$

165,589

$

81,771

$

42,997

$

53,410

$

106,170

$

516,947

Watch List- Doubtful

35

35

Total Residential: junior lien

$

67,010

$

165,624

$

81,771

$

42,997

$

53,410

$

106,170

$

516,982

Residential: junior lien

Consumer

Pass

$

18,941

$

16,290

$

3,172

$

428

$

85

$

1,589

$

40,505

Total Consumer

$

18,941

$

16,290

$

3,172

$

428

$

85

$

1,589

$

40,505

Foreign

 

Pass

$

48,504

$

60,159

$

11,376

$

10,049

$

5,524

$

5,606

$

141,218

Total Foreign

$

48,504

$

60,159

$

11,376

$

10,049

$

5,524

$

5,606

$

141,218

Total Loans

$

1,762,093

$

2,481,478

$

1,290,729

$

886,715

$

458,273

$

508,249

$

7,387,537

23

    

2020

    

2019

    

2018

    

2017

    

2016

    

Prior

    

Total

(Dollars in Thousands)

Balance at December 31, 2020

Domestic

Commercial

    

Pass

$

1,168,671

$

240,869

$

145,670

$

85,434

$

13,901

$

10,000

$

1,664,545

Special Review

75,638

75,638

Watch List - Pass

39,886

11

3

17

39,917

Watch List - Substandard

3,360

683

289

315

4,647

Watch List - Doubtful

777

161

92

159

1,189

Total Commercial

$

1,288,332

$

241,724

$

146,051

$

85,596

$

14,216

$

10,017

$

1,785,936

Commercial

Commercial real estate: other construction & land development

Pass

$

773,165

$

576,707

$

320,308

$

78,174

$

10,534

$

3,343

$

1,762,231

Special Review

20,828

21,650

42,478

Watch List - Pass

23,101

1,451

24,552

Watch List - Doubtful

16,702

794

17,496

Total Commercial real estate: other construction & land development

$

833,796

$

600,602

$

320,308

$

78,174

$

10,534

$

3,343

$

1,846,757

Commercial real estate: farmland & commercial

 

Pass

$

884,070

$

373,993

$

386,268

$

189,639

$

202,500

$

116,729

$

2,153,199

Special Review

3,041

4,758

177

3,218

11,194

Watch List - Pass

61,637

942

277

80

62,936

Watch List - Substandard

53,809

4,986

2,269

475

1

61,540

Watch List - Doubtful

202

237

439

Total Commercial real estate: farmland & commercial

$

1,002,557

$

380,123

$

391,303

$

192,165

$

206,193

$

116,967

$

2,289,308

Commercial real estate: multifamily

 

Pass

$

74,577

$

208,356

$

82,818

$

64,110

$

6,801

$

4,248

$

440,910

Watch List - Doubtful

134

134

Total Commercial real estate: multifamily

$

74,711

$

208,356

$

82,818

$

64,110

$

6,801

$

4,248

$

441,044

Residential: first lien

Pass

$

81,004

$

62,165

$

72,299

$

54,593

$

29,250

$

105,463

$

404,774

Watch List - Pass

14

131

145

Watch List - Substandard

49

49

Watch List - Doubtful

86

65

151

Total Residential: first lien

$

81,090

$

62,179

$

72,430

$

54,593

$

29,299

$

105,528

$

405,119

Residential: junior lien

Pass

$

196,308

$

108,276

$

61,636

$

75,056

$

56,705

$

94,454

$

592,435

Special Review

740

812

1,552

Watch List- Doubtful

38

38

Total Residential: junior lien

$

197,048

$

108,276

$

61,674

$

75,868

$

56,705

$

94,454

$

594,025

Consumer

Pass

$

30,910

$

7,159

$

875

$

225

$

55

$

1,371

$

40,595

Total Consumer

$

30,910

$

7,159

$

875

$

225

$

55

$

1,371

$

40,595

Foreign

 

Pass

$

93,236

$

19,092

$

11,572

$

6,192

$

3,533

$

5,345

$

138,970

Total Foreign

$

93,236

$

19,092

$

11,572

$

6,192

$

3,533

$

5,345

$

138,970

Total Loans

$

3,601,680

$

1,627,511

$

1,087,031

$

556,923

$

327,336

$

341,273

$

7,541,754

The decrease in Special Review Commercial Real Estate – Other Construction and Land development loans at June 30, 2021 compared to December 31, 2020 can be primarily attributed to the payoff of a loan secured by commercial property in the first quarter of 2021. The decrease in Watch List-Doubtful loans in the same category for the same period can be primarily attributed to a relationship secured by commercial property that was placed on non-accrual status in the fourth quarter of 2020 and subsequently foreclosed upon in the first quarter of 2021.

Note 5 — Stock Options

On April 5, 2012, the Board of Directors adopted the 2012 International Bancshares Corporation Stock Option Plan (the “2012 Plan”). There are 800,000 shares of common stock available for stock option grants under the 2012 Plan, which may be qualified incentive stock options (“ISOs”) or non-qualified stock options. Options granted may be

24

exercisable for a period of up to 10 years from the date of grant, excluding ISOs granted to 10% shareholders, which may be exercisable for a period of up to only five years. As of June 30, 2021, 31,090 shares were available for future grants under the 2012 Plan.

A summary of option activity under the stock option plan for the six months ended June 30, 2021 is as follows:

    

    

    

Weighted

    

    

Weighted

average

average

remaining

Aggregate

Number of

exercise

contractual

intrinsic

options

price

term (years)

value ($)

(in Thousands)

Options outstanding at December 31, 2020

 

651,127

$

27.24

Plus: Options granted

 

 

Less:

Options exercised

 

91,262

 

21.88

Options expired

 

 

Options forfeited

 

20,988

 

31.75

Options outstanding at June 30, 2021

 

538,877

 

27.97

 

4.80

$

8,066

Options fully vested and exercisable at June 30, 2021

 

345,715

$

24.54

 

3.54

$

6,361

Stock-based compensation expense included in the consolidated statements of income for the three and six months ended June 30, 2021 was $114,000 and $273,000, respectively. Stock-based compensation expense included in the consolidated statements of income for the three and six months ended June 30, 2020 was $177,000 and $395,000, respectively. As of June 30, 2021, there was approximately $982,000 of total unrecognized stock-based compensation cost related to non-vested options granted under our plans that will be recognized over a weighted average period of 1.6 years.

Note 6 — Investment Securities, Equity Securities with Readily Determinable Fair Values and Other Investments

We classify debt securities into one of three categories: held-to-maturity, available-for-sale, or trading. Such debt securities are reassessed for appropriate classification at each reporting date. Securities classified as “held-to-maturity” are carried at amortized cost for financial statement reporting, while securities classified as “available-for-sale” and “trading” are carried at their fair value. Unrealized holding gains and losses are included in net income for those securities classified as “trading,” while unrealized holding gains and losses related to those securities classified as “available-for-sale” are excluded from net income and reported net of tax as other comprehensive income (loss) and accumulated other comprehensive income (loss) until realized, or in the case of losses, when deemed other than temporary. In accordance with ASU 2016-13, which we adopted on January 1, 2020, available-for-sale and held-to-maturity debt securities in an unrealized loss position must be evaluated for the underlying cause of the loss. In the event that the deterioration in value is attributable to credit related reasons, then the amount of credit-related impairment would be recorded as a charge to our ACL with subsequent changes in the amount of impairment, up or down, also recorded through our ACL. The exception to this process will occur if we intend to sell an impaired available-for-sale debt security or if we will more likely than not be required to sell a credit impaired available-for-sale debt security prior to the value recovering to the security’s amortized cost. In those situations, the entire credit-related impairment amount would be required to be recognized in earnings. We have evaluated the debt securities classified as available-for-sale and held-to-maturity at June 30, 2021 and have determined that no debt securities in an unrealized loss position are arising from credit related reasons and have therefore not recorded any allowances for debt securities in our ACL for the period. Unrealized gains and losses related to equity securities with readily determinable fair values are included in net income.

25

The amortized cost and estimated fair value by type of investment security at June 30, 2021 are as follows:

Held-to-Maturity

Gross

Gross

Amortized

unrealized

unrealized

Estimated

Carrying

cost

gains

losses

fair value

value

(Dollars in Thousands)

Other securities

    

$

3,400

    

$

    

$

    

$

3,400

    

$

3,400

Total investment securities

$

3,400

$

$

$

3,400

$

3,400

Available for Sale Debt Securities

Gross

Gross

Amortized

unrealized

unrealized

Estimated

Carrying

cost

gains

losses

fair value

value(1)

(Dollars in Thousands)

Residential mortgage-backed securities

$

4,103,989

$

26,331

$

(6,684)

$

4,123,636

$

4,123,636

Obligations of states and political subdivisions

 

44,684

 

3,570

 

(9)

 

48,245

 

48,245

Total investment securities

$

4,148,673

$

29,901

$

(6,693)

$

4,171,881

$

4,171,881

(1)Included in the carrying value of residential mortgage-backed securities are $917,895 of mortgage-backed securities issued by Ginnie Mae and $3,205,741 of mortgage-backed securities issued by Fannie Mae and Freddie Mac.

The amortized cost and estimated fair value by type of investment security at December 31, 2020 are as follows:

Held-to-Maturity

Gross

Gross

Amortized

unrealized

unrealized

Estimated

Carrying

cost

gains

losses

fair value

value

(Dollars in Thousands)

Other securities

    

$

3,400

    

$

    

$

    

$

3,400

    

$

3,400

Total investment securities

$

3,400

$

$

$

3,400

$

3,400

Available-for-Sale

Gross

Gross

Estimated

Amortized

unrealized

unrealized

fair

Carrying

cost

gains

losses

value

value(1)

(Dollars in Thousands)

Residential mortgage-backed securities

    

$

3,006,592

    

$

32,701

    

$

(9,339)

    

$

3,029,954

    

$

3,029,954

Obligations of states and political subdivisions

 

47,697

 

3,131

 

(14)

 

50,814

 

50,814

Total investment securities

$

3,054,289

$

35,832

$

(9,353)

$

3,080,768

$

3,080,768

(1)Included in the carrying value of residential mortgage-backed securities are $371,407 of mortgage-backed securities issued by Ginnie Mae and $2,658,547 of mortgage-backed securities issued by Fannie Mae and Freddie.

26

The amortized cost and estimated fair value of investment securities at June 30, 2021, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

Held to Maturity

Available for Sale

Amortized

Estimated

Amortized

Estimated

Cost

fair value

Cost

fair value

(Dollars in Thousands)

Due in one year or less

    

$

2,075

    

$

2,075

    

$

    

$

Due after one year through five years

 

1,325

 

1,325

 

 

Due after five years through ten years

 

 

 

 

Due after ten years

 

 

 

44,684

 

48,245

Residential mortgage-backed securities

 

 

 

4,103,989

 

4,123,636

Total investment securities

$

3,400

$

3,400

$

4,148,673

$

4,171,881

Residential mortgage-backed securities are securities primarily issued by the Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal National Mortgage Association (“Fannie Mae”), or the Government National Mortgage Association (“Ginnie Mae”). Investments in residential mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government. Investments in residential mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, we believe that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008 and because securities issued by others that are collateralized by residential mortgage-backed securities issued by Fannie Mae or Freddie Mac are rated consistently as AAA rated securities.

The amortized cost and fair value of available-for-sale debt investment securities pledged to qualify for fiduciary powers, to secure public monies as required by law, repurchase agreements and short-term fixed borrowings was $1,372,241,000 and $1,372,942,000, respectively, at June 30, 2021.

Proceeds from the sale and calls of debt securities available-for-sale were $355,000 and $2,865,000 for the three and six months ended June 30, 2021, respectively, which included $0 and $0 of mortgage-backed securities, respectively. Gross gains of $0 and $0 and gross losses of $0 and $4,000, respectively, were realized on the sales and calls for the three and six months ended June 30, 2021. Proceeds from the sale and call of debt securities available-for-sale were $0 and $18,920,000 for the three and six months ended June 30, 2020, which included $0 and $0 of mortgage-backed securities, respectively. Gross gains of $0 and $0 and gross losses of $0 and $5,000 were realized on the sales and calls for the three and six months ended June 30, 2020, respectively.

Gross unrealized losses on debt investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual debt securities have been in a continuous unrealized loss position at June 30, 2021, were as follows:

Less than 12 months

12 months or more

Total

Unrealized

Unrealized

Unrealized

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

(Dollars in Thousands)

Available for sale:

Residential mortgage-backed securities

    

$

1,672,076

    

$

(6,661)

    

$

12,275

    

$

(23)

    

$

1,684,351

    

$

(6,684)

Obligations of states and political subdivisions

 

 

 

536

 

(9)

 

536

 

(9)

$

1,672,076

$

(6,661)

$

12,811

$

(32)

$

1,684,887

$

(6,693)

27

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2020 were as follows:

Less than 12 months

12 months or more

Total

Unrealized

Unrealized

Unrealized

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

(Dollars in Thousands)

Available for sale:

Residential mortgage-backed securities

    

$

1,462,232

    

$

(9,339)

    

$

    

$

    

$

1,462,232

    

$

(9,339)

Obligations of states and political subdivisions

 

 

 

757

 

(14)

 

757

 

(14)

$

1,462,232

$

(9,339)

$

757

$

(14)

$

1,462,989

$

(9,353)

The unrealized losses on investments in residential mortgage-backed securities are primarily caused by changes in market interest rates. We have no intent to sell and will more than likely not be required to sell before a market price recovery or maturity of the securities; therefore, it is our conclusion that the investments in residential mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae are not considered other-than-temporarily impaired.

Equity securities with readily determinable fair values consist primarily of Community Reinvestment Act funds. At June 30, 2021 and December 31, 2020, the balance in equity securities with readily determinable fair values recorded at fair value were $6,136,000 and $6,202,000, respectively. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three and six months ended June 30, 2021 and the three and six months ended June 30, 2020:

Three Months Ended

June 30, 2021

(Dollars in Thousands)

Net gains recognized during the period on equity securities

    

$

11

Less: Net gains and (losses) recognized during the period on equity securities sold during the period

 

Unrealized losses recognized during the reporting period on equity securities still held at the reporting date

$

11

Six Months Ended

June 30, 2021

(Dollars in Thousands)

Net gains recognized during the period on equity securities

    

$

(65)

Less: Net gains and (losses) recognized during the period on equity securities sold during the period

 

Unrealized gains recognized during the reporting period on equity securities still held at the reporting date

$

(65)

28

Three Months Ended

June 30, 2020

(Dollars in Thousands)

Net gains recognized during the period on equity securities

    

$

69

Less: Net gains and (losses) recognized during the period on equity securities sold during the period

 

Unrealized gains recognized during the reporting period on equity securities still held at the reporting date

$

69

Six Months Ended

June 30, 2020

(Dollars in Thousands)

Net gains recognized during the period on equity securities

    

$

99

Less: Net gains and (losses) recognized during the period on equity securities sold during the period

 

Unrealized losses recognized during the reporting period on equity securities still held at the reporting date

$

99

Other investments include equity and merchant banking investments held by our subsidiary banks and non-banking entities. During the second quarter of 2021, one of our non-bank subsidiaries sold an equity interest in a merchant banking investment resulting in a gain on sale included in other investment income on the consolidated statements of income.

Note 7 — Other Borrowed Funds

Other borrowed funds include FHLB borrowings, which are short-term and long-term borrowings issued by the FHLB of Dallas and the FHLB of Topeka at the market price offered at the time of funding. These borrowings are secured by residential mortgage-backed investment securities and a portion of our loan portfolio. At June 30, 2021, other borrowed funds totaled $436,233,000, a decrease of almost 0% from $436,327,000 at December 31, 2020.

Note 8 — Junior Subordinated Interest Deferrable Debentures

As of June 30, 2021, we have five statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. The five statutory business trusts we formed (the “Trusts”) have each issued Capital and Common Securities and invested the proceeds thereof in an equivalent amount of junior subordinated debentures (“Debentures”) that we issued. As of June 30, 2021 and December 31, 2020, the principal amount of Debentures outstanding totaled $134,642,000.

The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the respective Indentures) and are pari passu with one another. The interest rate payable on, and the payment terms of the Debentures are the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts. We have fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities. We have the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to twenty consecutive quarterly periods on Trusts VIII, IX, X, XI and XII. If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture would also be deferred. The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies.

29

For financial reporting purposes, the Trusts are treated as our investments and not consolidated in our consolidated financial statements. Although the Capital and Common Securities issued by each of the Trusts are not included as a component of shareholders’ equity on the consolidated statement of condition, the Capital and Common Securities are treated as capital for regulatory purposes. Specifically, under applicable regulatory guidelines, the Capital and Common Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital on an aggregate basis. Any amount that exceeds the 25% threshold would qualify as Tier 2 capital. At June 30, 2021 and December 31, 2020, the total $134,642,000 of the Capital and Common Securities outstanding qualified as Tier 1 capital.

The following table illustrates key information about each of the Capital and Common Securities and their interest rate at June 30, 2021:

    

Junior

    

    

    

    

    

Subordinated

Deferrable

Interest

Repricing

Interest

Interest

Optional

Debentures

Frequency

Rate

Rate Index(1)

Maturity Date

Redemption Date(1)

(Dollars in Thousands)

Trust VIII

$

25,774

 

Quarterly

 

3.23

%

LIBOR

+

3.05

 

October 2033

 

October 2008

Trust IX

 

41,238

 

Quarterly

 

1.82

%

LIBOR

+

1.62

 

October 2036

 

October 2011

Trust X

 

21,021

 

Quarterly

 

1.83

%

LIBOR

+

1.65

 

February 2037

 

February 2012

Trust XI

 

25,990

 

Quarterly

 

1.82

%

LIBOR

+

1.62

 

July 2037

 

July 2012

Trust XII

 

20,619

 

Quarterly

 

1.58

%

LIBOR

+

1.45

 

September 2037

 

September 2012

$

134,642

(1)   The Capital and Common Securities may be redeemed in whole or in part on any interest payment date after the Optional Redemption Date.

Note 9 — Common Stock and Dividends

We paid a cash dividend of $0.55 per share on February 17, 2021 per share to record holders of our common Stock on February 5, 2021. We paid cash dividends of $.55 per share on April 3, 2020 to record holders of our common stock on April 1, 2020.

In April 2009, the Board of Directors re-established a formal stock repurchase program that authorized the repurchase of up to $40 million of common stock within the following 12 months. Annually since then, including on March 2, 2021, the Board of Directors extended the repurchase program to purchase up to $50 million of common stock during the 12-month period commencing on March 17, 2021. Shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. Shares purchased in this program will be held in treasury for reissue for various corporate purposes, including employee compensation plans. During the second quarter of 2021, the Board of Directors adopted a Rule 10b5-1 trading plan, and intends to adopt additional Rule 10b5-1 trading plans, that will allow us to purchase shares of our common stock during certain trading blackout periods when we ordinarily would not be in the market due to trading restrictions in our insider trading policy. During the term of a Rule 10b5-1 trading plan, purchases of common stock are automatic to the extent the conditions of the plan’s trading instructions are met. Shares purchased under the Rule 10b5-1 trading plan will be held in treasury for reissue for various corporate purposes, including employee stock compensation plans. As of August 2, 2021, a total of 12,268,401 shares had been repurchased under all programs at a cost of $357,102,000. We are not obligated to purchase shares under our stock repurchase program outside of its Rule 10b5-1 trading plan.

Note 10 — Commitments and Contingent Liabilities and Other Tax Matters

We are involved in various legal proceedings that are in various stages of litigation. We have determined, based on discussions with its counsel, that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to our consolidated financial position or

30

results of operations. However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.

Note 11 — Capital Ratios

Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amount and classifications are also subject to qualitative judgements by regulators about components, risk-weighting and other factors.

In July 2013, the Federal Deposit Insurance Corporation (“FDIC”) and other regulatory bodies established a new, comprehensive capital framework for U.S. banking organizations, consisting of minimum requirements that increase both the quantity and quality of capital held by banking organizations. The final rules are a result of the implementation of the BASEL III capital reforms and various Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank”) related capital provisions. Consistent with the Basel international framework, the rules include a minimum ratio of Common Equity Tier 1 (“CET1”) to risk-weighted assets of 4.5% and a CET1 capital conservation buffer of 2.5% of risk-weighted assets. The capital conservation buffer began phasing-in on January 1, 2016 at .625% and increased each year until January 1, 2019, when we were required to have a 2.5% capital conservation buffer, effectively resulting in a minimum ratio of CET1 capital to risk-weighted assets of at least 7% upon full implementation. The rules also raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and include a minimum leverage ratio of 4% for all banking organizations. Regarding the quality of capital, the rules emphasize CET1 capital and implements strict eligibility criteria for regulatory capital instruments. The rules also improve the methodology for calculating risk-weighted assets to enhance risk sensitivity. The rules were subject to a four-year phase in period for mandatory compliance and we were required to begin to phase in the rules beginning on January 1, 2015. We believe that as of June 30, 2021, we continue to meet all fully phased-in capital adequacy requirements.

On November 21, 2017, the OCC, the Federal Reserve and the FDIC finalized a proposed rule that extends the current treatment under the regulatory capital rules for certain regulatory capital deductions and risk weights and certain minority interest requirements, as they apply to banking organizations that are not subject to the advanced approaches capital rules. Effective January 1, 2018, the rule also pauses the full transition to the Basel III treatment of mortgage servicing assets, certain deferred tax assets, investments in the capital of unconsolidated financial institutions and minority interests. The agencies are also considering whether to make adjustments to the capital rules in response to CECL (the FASB Standard relating to current expected credit loss) and its potential impact on regulatory capital.

On December 7, 2017, the Basel Committee on Banking Supervision unveiled the latest round of its regulatory capital framework, commonly called “Basel IV.” The framework makes changes to the capital framework first introduced as “Basel III” in 2010. The committee targeted 2022-2027 as the timeframe for implementation by regulators in individual countries, including the U.S. federal bank regulatory agencies (after notice and comment).

The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 capital to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

As of June 30, 2021, our capital levels continue to exceed all capital adequacy requirements under the Basel III Capital Rules as currently applicable to us.

On May 24, 2018, the EGRRCPA was enacted and, among other things, it includes a simplified capital rule change which effectively exempts banks with assets of less than $10 billion that exceed the “community bank leverage ratio,” from all risk-based capital requirements, including Basel III and its predecessors. The federal banking agencies must establish the “community bank leverage ratio” (a ratio of tangible equity to average consolidated assets) between 8% and 10% before community banks can begin to take advantage of this regulatory relief provision. Some of the Subsidiary Banks, with assets of less than $10 billion, may qualify for this exemption. Additionally, under the EGRRCPA, qualified bank holding companies with assets of up to $3 billion (currently $1 billion) will be eligible for the

31

Federal Reserve’s Small Bank Holding Company Policy Statement, which eases limitations on the issuance of debt by holding companies. On August 28, 2018, the Federal Reserve issued an interim final rule expanding the applicability of its Small Bank Holding Company Policy Statement. While holding companies that meet the conditions of the policy statement are excluded from consolidated capital requirements, their depository institutions continue to be subject to minimum capital requirements. Finally, for banks that continue to be subject to the risk-based capital rules of Basel III (e.g., 150%), certain commercial real estate loans that were formally classified as high volatility commercial real estate 31 (“HVCRE”) will not be subject to heightened risk weights if they meet certain criteria. Also, while acquisition, development, and construction (“ADC”) loans will generally be subject to heightened risk weights, certain exceptions will apply. On September 18, 2018, the federal banking agencies issued a proposed rule modifying the agencies’ capital rules for HVCRE.

We had a CET1 to risk-weighted assets ratio of 19.53% on June 30, 2021 and 19.05% on December 31, 2020. We had a Tier 1 capital-to-average-total-asset (leverage) ratio of 14.15% and 14.92%, risk-weighted Tier 1 capital ratio of 20.66% and 20.25% and risk-weighted total capital ratio of 21.75% and 21.40% at June 30, 2021 and December 31, 2020, respectively. Our CET1 capital consists of common stock and related surplus, net of treasury stock, and retained earnings. We and our Subsidiary Banks elected to opt-out of the requirement to include most components of accumulated other comprehensive income (loss) in the calculation of CET1 capital. CET1 is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities and subject to transition provisions. Tier 1 capital includes CET1 capital and additional Tier 1 capital. Additional Tier 1 capital includes the Capital and Common Securities issued by the Trusts (see Note 8 above) up to a maximum of 25% of Tier 1 capital on an aggregate basis. Any amount that exceeds the 25% threshold qualifies as Tier 2 capital. As of June 30, 2021, the total of $134,642,000 of the Capital and Common Securities outstanding qualified as Tier 1 capital. We actively monitor the regulatory capital ratios to ensure that our Subsidiary Banks are well-capitalized under the regulatory framework.

The CET1, Tier 1 and Total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. Risk-weighted assets are calculated based on regulatory requirements and include total assets, excluding goodwill and other intangible assets, allocated by risk-weight category, and certain off-balance-sheet items, among other things. The leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets, which exclude goodwill and other intangible assets, among other things.

We and our Subsidiary Banks are subject to the regulatory capital requirements administered by the Federal Reserve, and, for our Subsidiary Banks, the FDIC. Regulatory authorities can initiate certain mandatory actions if we or any of our Subsidiary Banks fail to meet the minimum capital requirements, which could have a direct material effect on our financial statements. Management believes, as of June 30, 2021, that we and each of our Subsidiary Banks meet all capital adequacy requirements to which we are subject.

As used in this report, the words “Company,” “we,” “us” and “our” refer to International Bancshares Corporation, a Texas corporation, its five wholly-owned subsidiary banks, and other subsidiaries. The information that follows may contain forward-looking statements, which are qualified as indicated under “Cautionary Notice Regarding Forward-Looking Statements” in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this report. Our website address is www.ibc.com.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, 2020, included in our 2020 Form 10-K. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or any future period.

Special Cautionary Notice Regarding Forward Looking Information

Certain matters discussed in this report, excluding historical information, include forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

32

Exchange Act of 1934, as amended, and are subject to the safe harbor created by these sections. Although we believe such forward-looking statements are based on reasonable assumptions, no assurance can be given that every objective will be reached. The words “estimate,” “expect,” “intend,” “believe” and “project,” as well as other words or expressions of a similar meaning are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. Such statements are based on current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors.

Risk factors that could cause actual results to differ materially from any results that we project, forecast, estimate or budget in forward-looking statements include, among others, the following possibilities:

Local, regional, national and international economic business conditions and the impact they may have on us, our customers, and such customers’ ability to transact profitable business with us, including the ability of our borrowers to repay their loans according to their terms or a change in the value of the related collateral.
Volatility and disruption in national and international financial markets.
Government intervention in the U.S. financial system.
The unavailability of funding from the FHLB, Fed or other sources in the future could adversely impact our growth strategy, prospects and performance.
Changes in consumer spending, borrowing and saving habits.
Changes in interest rates and market prices, including, the repeal of federal prohibitions on the payment of interest on demand deposits.
Changes in the capital markets we utilize, including changes in the interest rate environment that may reduce margins.
Changes in state and/or federal laws and regulations, including the impact of the Consumer Financial Protection Bureau (“CFPB”) as a regulator of financial institutions, changes in the accounting, tax and regulatory treatment of trust preferred securities, as well as changes in banking, tax, securities, insurance, employment, environmental and immigration laws and regulations and the risk of litigation that may follow.
Changes in U.S.—Mexico trade, including, reductions in border crossings and commerce, renegotiation and recent changes made to the North American Free Trade Agreement, set to be replaced by the 2018 United States-Mexico-Canada Agreement or the possible imposition of tariffs on imported goods.
The reduction of deposits from nonresident alien individuals due to the IRS rules requiring U.S. financial institutions to report deposit interest payments made to such individuals.
The loss of senior management or operating personnel.
The timing, impact and other uncertainties of potential future acquisitions as well as our ability to maintain our current branch network and enter new markets to capitalize on growth opportunities.
Changes in estimates of future reserve requirements based upon periodic review thereof under relevant regulatory and accounting requirements.
Additions to our allowance for credit loss as a result of changes in local, national or international conditions which adversely affect our customers.
Greater than expected costs or difficulties related to the development and integration of new products and lines of business.
Increased labor costs and effects related to health care reform and other laws, regulations and legal developments impacting labor costs.
Impairment of carrying value of goodwill could negatively impact our earnings and capital.
Changes in the soundness of other financial institutions with which we interact.
Political instability in the United States or Mexico.
Technological changes or system failures or breaches of our network security, as well as other cyber security risks, could subject us to increased operating costs, litigation and other liabilities.
Acts of war or terrorism.
Natural disasters.

33

Reduced earnings resulting from the write down of the carrying value of securities held in our securities available-for-sale portfolios.
The effect of changes in accounting policies and practices by the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standards setters.
The costs and effects of regulatory developments or regulatory or other governmental inquiries and the results of regulatory examinations or reviews and obtaining required regulatory approvals.
The effect of final rules amending Regulation E that prohibit financial institutions from charging consumer fees for paying overdrafts on ATM and one-time debit card transactions, as well as the effect of any other regulatory or legal developments that limit overdraft services.
The reduction of income and possible increase in required capital levels related to the adoption of legislation and the implementing rules and regulations, including those that establish debit card interchange fee standards and prohibit network exclusivity arrangements and routing restrictions.
The increase in required capital levels related to the implementation of capital and liquidity rules of the federal banking agencies that address or are impacted by the Basel III capital and liquidity standards.
The enhanced due diligence burden imposed on banks related to the banks’ inability to rely on credit ratings under Dodd-Frank.
Our failure or circumvention of our internal controls and risk management, policies and procedures.
Potential direct and indirect impacts, risks, and uncertainties associated with the novel Coronavirus Disease 2019 (“COVID-19”) or similar global pandemics.

Forward-looking statements speak only as of the date on which such statements are made. It is not possible to foresee or identify all such factors. We make no commitment to update any forward-looking statement, or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement, unless required by law.

Overview

We are headquartered in Laredo, Texas with 186 facilities and 281 ATMs, and provide banking services for commercial, consumer and international customers of North, South, Central and Southeast Texas and the State of Oklahoma. We are one of the largest independent commercial bank holding companies headquartered in Texas. We, through our Subsidiary Banks, are in the business of gathering funds from various sources and investing those funds in order to earn a return. We, either directly or through a Subsidiary Bank, own an insurance agency, a liquidating subsidiary, a fifty percent interest in an investment banking unit that owns a broker/dealer, a controlling interest in four merchant banking entities, and a majority ownership in a real-estate development partnership. Our primary earnings come from the spread between the interest earned on interest-bearing assets and the interest paid on interest-bearing liabilities. In addition, we generate income from fees on products offered to commercial, consumer and international customers. The sales team of each of our Subsidiary Banks aims to match the right mix of products and services to each customer to best serve the customer’s needs. That process entails spending time with customers to assess those needs and servicing the sales arising from those discussions on a long-term basis. The Subsidiary Banks have various compensation plans, including incentive based compensation, for fairly compensating employees. The Subsidiary Banks also have a robust process in place to review sales that support the incentive based compensation plan to monitor the quality of the sales and identify any significant irregularities, a process that has been in place for many years.

We are very active in facilitating trade along the United States border with Mexico. We do a large amount of business with customers domiciled in Mexico. Deposits from persons and entities domiciled in Mexico comprise a large and stable portion of the deposit base of our Subsidiary Banks. We also serve the growing Hispanic population through our facilities located throughout South, Central and Southeast Texas and the State of Oklahoma.

In March 2020, the World Health Organization recognized the outbreak of COVID-19 as a pandemic. The spread of COVID-19 and resulting global health crisis created extreme negative consequences and disruption in global financial markets and has curtailed activity in the governmental, commercial and consumer sectors in 2020 and has continued to impact 2021. Government responses at all levels included ordering non-essential businesses be closed, mandating that individuals not working in essential businesses restrict their movement, observing social distancing and shelter in place, and, in many communities, cancelling what remained of the school year. Although some of the

34

governmental mandates have been lifted with the development of several vaccines for COVID-19, the long-term consequences of those actions, and the responses by individuals and businesses affected, remain to be seen. The rapid decreases in consumer and commercial activity, rapid increases in unemployment, disruption in global supply chains, market downturns and volatility, drastic changes in consumer behavior, new legislation in response to the emergency and decreases in interest rates seen throughout 2020 continue to impact 2021.

We have continued to work with our customers to assist them through these difficult times and we are continuing to capitalize on our strong capital position and strong liquidity to ensure that we are correctly positioned and have the financial strength to continue to navigate the crisis to protect our Company, our employees, our customers and our shareholders. In order to protect the health of our employees and customers, while still filling the needs in the communities we serve as an essential business, we continue to take steps to ensure proper safety protocols are in place, including enforcing local ordinances, discontinuing significant travel, ensuring social distancing, increasing disinfecting of our facilities, establishing a human resources hotline to address employee concerns, and establishing a task force to ensure we are making good decisions. For our customers, we are also working with them on a case-by-case basis on temporary deferrals of interest and/or principal payments on loans and responding to other individual needs of those customers that continue to experience financial distress.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act includes the Paycheck Protection Program (“PPP”), a nearly $350 billion program designed to aid small businesses through federally guaranteed loans distributed through banks. These loans were originally intended to support eight weeks of payroll and certain other costs to help those businesses remain viable and allow their employees to pay their bills. Subsequently, on April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act (“CARES Part II”) was signed into law. CARES Part II provides an additional funding of $320 billion for the PPP program. Then, on June 5, 2020, the Paycheck Protection Program Flexibility Act (“PPPFA”) was signed into law. The PPPFA, among other things, extended the period of time that businesses could spend PPP loan proceeds on payroll and other eligible costs from eight weeks to the earlier of 24 weeks or December 31, 2020. On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act (the “Economic Aid Act”) was enacted, which among other things, reauthorized lending under the PPP to first-time borrowers and for second draws by certain borrowers who have previously received PPP loans. The Economic Aid Act made available an additional $147 billion for PPP loans requested by March 31, 2021. We have been active participants in helping our customers obtain PPP loans under all the PPP programs, and as of August 1, 2021, have approximately 4,015 loans with an approximate value of $272,831,000 outstanding.

Future economic conditions remain uncertain and the impact of those conditions on our business also remains uncertain. Our business depends on the willingness and ability of our customers to conduct banking and other financial transactions. Our revenue streams including service charges on deposits and banking and non-banking service charges and fees (ATM and Interchange Income) have been impacted and may continue to be impacted in the future if economic conditions do not improve. Expense control has been a long-time focus and essential element to our long-term profitability. We have kept that focus in mind as we continue to look at operations and create efficiencies and institute cost-control protocols at all levels. We will continue to monitor our efficiency ratio, a measure of non-interest expense to net interest income plus non-interest income and our overhead burden ratio, a ratio of our operating expenses against total assets, closely. We use these measures in determining if we are accomplishing our long-term goals of controlling our costs in order to provide superior returns to our shareholders.

Results of Operations

35

Summary

Consolidated Statements of Condition Information

    

    

    

 

June 30, 2021

December 31, 2020

Percent Increase (Decrease)

 

(Dollars in Thousands)

 

Assets

$

15,311,005

$

14,029,467

9.1

%

Net loans

 

7,279,255

 

7,432,695

 

(2.1)

Deposits

 

11,876,769

 

10,721,860

 

10.8

Securities sold under repurchase agreements

430,530

428,148

0.6

Other borrowed funds

 

436,233

 

436,327

 

(0.0)

Junior subordinated deferrable interest debentures

 

134,642

 

134,642

 

Shareholders’ equity

 

2,285,670

 

2,177,998

 

4.9

Consolidated Statements of Income Information

Three Months Ended

Six Months Ended

June 30,

Percent

June 30,

Percent

 

(Dollars in Thousands)

Increase

(Dollars in Thousands)

Increase

    

2021

    

2020

    

(Decrease)

    

2021

    

2020

    

(Decrease)

 

Interest income

$

97,979

$

113,650

 

(13.8)

%

$

195,853

$

230,262

 

(14.9)

%

Interest expense

 

6,671

 

9,796

 

(31.9)

 

13,536

 

23,565

 

(42.6)

Net interest income

 

91,308

 

103,854

 

(12.1)

 

182,317

 

206,697

 

(11.8)

Provision for probable loan losses

 

1,144

 

10,989

 

(89.6)

 

2,336

 

27,825

 

(91.6)

Non-interest income

 

97,906

 

33,596

 

191.4

 

134,143

 

68,726

 

95.2

Non-interest expense

 

69,954

 

73,908

 

(5.3)

 

132,139

 

150,889

 

(12.4)

Net income

 

92,026

 

41,509

 

121.7

%

 

142,797

 

76,348

 

87.0

%

Per common share:

Basic

$

1.45

$

.66

 

119.7

%

$

2.25

$

1.19

 

89.1

%

Diluted

 

1.45

 

.65

 

123.1

 

2.25

 

1.19

 

89.1

Net Income

Net income for the three and six months ended June 30, 2021 increased by 121.7% and 87.0% compared to the same periods of 2020. Net income for the three and six months ended June 30, 2021 was significantly impacted by the sale of an equity interest in a merchant banking investment held by one of our non-bank subsidiaries totaling $42.8 million, net of tax. Net income for the periods was also positively impacted by a decrease in the provision for credit losses compared to the same periods of 2020. We adopted the provisions of ASU 2016-13 on January 1, 2020, resulting in a transition from the long-standing incurred loss model to an expected credit loss model, which recognizes credit losses over the life of a financial asset. Expected credit losses capture historical information, current conditions, and reasonable and supportable forecasts of future conditions. The impact of the adoption resulted in a charge to capital of $8.3 million, net of tax. The credit loss expense charged to operations increased throughout 2020 as a result of increases in the allowance for credit losses (“ACL”) due to deteriorating economic conditions as a result of COVID-19 and the impact of those conditions on certain segments of our loan portfolio. Economic conditions during the first six months of 2021 have stabilized or slightly improved in certain segments. The pool specific qualitative loss factors management deemed appropriate for the ACL calculation at December 31, 2020 remained constant in the June 30, 2021 ACL calculation, which positively impacted the calculation and resulted in a decrease of $20.1 million, net of tax, in the credit loss expense charged to operations for the six months ended June 30, 2021 compared to the same period of 2020. Net interest income continues to be negatively impacted by the Federal Reserve Board (“FRB”) action to decrease interest rates in March 2020.

36

Net Interest Income

Three Months Ended

Six Months Ended

    

June 30,

Percent

June 30,

Percent

(Dollars in Thousands)

Increase

(Dollars in Thousands)

Increase

2021

    

2020

    

(Decrease)

    

2021

    

2020

    

(Decrease)

 

Interest Income:

Loans, including fees

$

91,816

$

97,764

(6.1)

%

$

183,930

$

196,994

(6.6)

%

Investment securities:

Taxable

 

5,014

15,092

(66.8)

9,889

31,580

(68.7)

Tax-exempt

 

377

653

(42.3)

772

1,419

(45.6)

Other interest income

772

141

447.5

1,262

269

369.1

 

Total interest income

 

97,979

113,650

(13.8)

195,853

230,262

(14.9)

 

Interest expense:

 

Savings deposits

990

1,161

(14.7)

1,919

4,396

(56.3)

Time deposits

2,929

5,319

(44.9)

6,127

11,289

(45.7)

Securities sold under Repurchase agreements

 

142

148

(4.1)

283

613

(53.8)

Other borrowings

1,908

2,088

(8.6)

3,797

4,914

(22.7)

Junior subordinated interest deferrable debentures

 

702

1,080

(35.0)

1,410

2,353

(40.1)

 

Total interest expense

 

6,671

9,796

(31.9)

13,536

23,565

(42.6)

 

Net interest income

 

$

91,308

$

103,854

(12.1)

%

$

182,317

$

206,697

(11.8)

%

The decrease in net interest income for the three and six months ended June 30, 2021 can be attributed to a decrease in interest income on loans and investment securities arising from the Federal Reserve Board actions to lower interest rates in early 2020, a decrease in the average size of the available-for-sale securities portfolio, and an acceleration in principal paydowns of residential mortgage-backed securities in the portfolio. Interest expense on other borrowings consists of interest expense on FHLB borrowings and has decreased as the level of borrowings outstanding has decreased. Interest expense on savings and time deposits for the three and six months ended June 30, 2021 was positively impacted by internal rate decreases paid on such deposits in line with market interest rates. Net interest income is the spread between income on interest earning assets, such as loans and securities, and the interest expense on liabilities used to fund those assets, such as deposits, repurchase agreements and funds borrowed. As part of our strategy to manage interest rate risk, we strive to manage both assets and liabilities so that interest sensitivities match. One method of calculating interest rate sensitivity is through gap analysis. A gap is the difference between the amount of interest rate sensitive assets and interest rate sensitive liabilities that re-price or mature in a given time period. Positive gaps occur when interest rate sensitive assets exceed interest rate sensitive liabilities, and negative gaps occur when interest rate sensitive liabilities exceed interest rate sensitive assets. A positive gap position in a period of rising interest rates should have a positive effect on net interest income as assets will re-price faster than liabilities. Conversely, net interest income should contract somewhat in a period of falling interest rates. Our management can quickly change our interest rate position at any given point in time as market conditions dictate. Additionally, interest rate changes do not affect all categories of assets and liabilities equally or at the same time. Analytical techniques we employ to supplement gap analysis include simulation analysis to quantify interest rate risk exposure. The gap analysis prepared by management is reviewed by our Investment Committee twice a year (see table on page 45 for the June 30, 2021 gap analysis). Our management currently believes that we are properly positioned for interest rate changes; however if our management determines at any time that the we are not properly positioned, we will strive to adjust the interest rate sensitive assets and liabilities in order to manage the effect of interest rate changes.

37

Non-Interest Income

Three Months Ended

Six Months Ended

June 30,

Percent

June 30,

Percent

(Dollars in Thousands)

Increase

(Dollars in Thousands)

Increase

    

2021

    

2020

    

(Decrease)

    

2021

    

2020

    

(Decrease)

 

Service charges on deposit accounts

$

15,774

$

12,880

22.5

%

$

30,677

$

30,517

0.5

%

Other service charges, commissions and fees

Banking

13,233

11,229

17.8

25,416

22,395

13.5

Non-banking

2,345

2,030

15.5

3,785

3,784

0.0

Investment securities transactions, net

(4)

(5)

(20.0)

Other investments, net

58,920

617

9,449.4

63,005

386

16,222.5

Other income

7,634

6,840

11.6

11,264

11,649

(3.3)

Total non-interest income

$

97,906

$

33,596

191.4

%

$

134,143

$

68,726

95.2

%

Total non-interest income for the three and six months ended June 30, 2021 increased by 191.4% and 95.2%, respectively, compared to the same periods of 2020. Income from service charges on deposits increased for the three and six months ended June 30, 2021 compared to the same periods of 2020 due to an increase in customer activity as a result of the current economic environment and a decrease in the impact of the COVID-19 pandemic on day-to-day activities. Non-interest income from other investments for the three and six months ended June 30, 2021 was positively impacted by the sale of an equity interest in a merchant banking investment held by one of our non-bank subsidiaries.

Non-Interest Expense

Three Months Ended

Six Months Ended

June 30,

Percent

June 30,

Percent

(Dollars in Thousands)

Increase

(Dollars in Thousands)

Increase

    

2021

    

2020

    

(Decrease)

    

2021

    

2020

    

(Decrease)

    

Employee compensation and benefits

    

$

30,548

    

$

32,319

    

(5.5)

%

$

60,710

$

68,649

(11.6)

%

Occupancy

 

6,530

 

5,770

 

13.2

 

12,147

 

12,669

(4.1)

Depreciation of bank premises and equipment

 

6,436

 

7,190

 

(10.5)

 

13,235

 

14,299

(7.4)

Professional fees

 

2,281

 

3,913

 

(41.7)

 

5,117

 

7,883

(35.1)

Deposit insurance assessments

 

927

 

202

 

100.0

 

1,814

 

202

798.0

Net expense, other real estate owned

 

3,668

 

2,835

 

29.4

 

4,913

 

5,837

(15.8)

Advertising

 

1,456

 

1,892

 

(23.0)

 

2,879

 

3,876

(25.7)

Software and software maintenance

4,526

5,257

(13.9)

8,966

9,748

(8.0)

Other

 

13,582

 

14,530

 

(6.5)

 

22,358

 

27,726

(19.4)

Total non-interest expense

$

69,954

$

73,908

 

(5.3)

%

$

132,139

$

150,889

(12.4)

%

Non-interest expense for the three and six months ended June 30, 2021 decreased by 5.3% and 12.4%, respectively, compared to the same periods of 2020. The decrease is primarily due to our continued employee compensation and benefits reductions, and is primarily being driven by efforts to right-size and closely manage our workforce commensurate with decreased activities in our branches arising from the COVID-19 pandemic while ensuring that we are able to continue to serve our customers. We continue to monitor and manage our controllable non-interest expenses through a variety of measures with the ultimate goal of ensuring we align non-interest expenses with our operations and revenue streams.

38

Financial Condition

Allowance for Credit Losses

The allowance for credit losses decreased .7% to $108,281,000 at June 30, 2021 from $109,059,000 at December 31, 2020. The provision for credit losses charged to expense decreased 89.6% and 91.6% for the three and six months ended June 30, 2021 to $1,144,000 and $2,336,000, respectively compared to $10,989,000 and $27,825,000 for the same periods of 2020. The credit loss expense charged to operations increased throughout 2020 as a result of increases in the ACL due to deteriorating economic conditions as a result of COVID-19 and the impact of those conditions on certain segments of our loan portfolio. Economic conditions during the first six months of 2021 have stabilized, and in some segments, slightly improved. The pool specific qualitative loss factors management deemed appropriate for the ACL calculation at December 31, 2020 remained constant in the June 30, 2021 ACL calculation, which positively impacted the calculation and resulted in a decrease in the credit loss expense charged to operations for the three and six months ended June 30, 2021 compared to the same periods of 2020. We adopted the provisions of ASU 2016-13 on January 1, 2020, resulting in a transition from the long-standing incurred loss model to an expected credit loss model, which recognizes credit losses over the life of a financial asset. Expected credit losses capture historical information, current conditions, and reasonable and supportable forecasts of future conditions. Expected credit losses capture historical information, current conditions, and reasonable and supportable forecasts of future conditions. The allowance for credit losses was 1.47% of total loans at June 30, 2021 and 1.45% of total loans at December 31, 2020.

Investment Securities

Residential mortgage-backed debt securities are securities primarily issued by Freddie Mac, Fannie Mae, or Ginnie Mae. Investments in debt residential mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government. Investments in debt residential mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, however, we believe that the quality of the bonds is similar to other AAA rated bonds with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008 and because securities issued by others that are collateralized by residential mortgage-backed securities issued by Fannie Mae or Freddie Mac are rated consistently as AAA rated securities.

Loans

Total loans decreased by 2.0% to $7,387,537,000 at June 30, 2021, from $7,541,754,000 at December 31, 2020.

Deposits

Deposits increased by 10.8% to $11,876,769,000 at June 30, 2021, compared to $10,721,860,000 at December 31, 2020. Deposits have continued to increase as customers have received proceeds from CARES Act programs, such as stimulus payments and PPP loan proceeds, and presumably decided to save and preserve cash instead of spending during these uncertain times.

Foreign Operations

On June 30, 2021, we had $15,311,005,000 of consolidated assets, of which approximately $141,218,000, or .9%, was related to loans outstanding to borrowers domiciled in foreign countries, compared to $138,970,000, or 1.0%, at December 31, 2020. Of the $141,218,000, 86.7% is directly or indirectly secured by U.S. assets, certificates of deposits and real estate; 7.5% is secured by foreign real estate or other assets; and 5.8% is unsecured.

Critical Accounting Policies

We have established various accounting policies that govern the application of accounting principles in the preparation of our consolidated financial statements. The significant accounting policies are described in the notes to the consolidated financial statements. Certain accounting policies involve significant subjective judgments and assumptions

39

by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies.

We consider our estimated ACL as a policy critical to the sound operations of our Subsidiary Banks. We adopted the provisions of Accounting Standards Update No. 2016-13 to ASC 326, “Financial Instruments – Credit Losses,” on January 1, 2020. ASU 2016-13 replaces the long-standing incurred loss model with an expected credit loss model that recognizes credit losses over the life of a financial asset. Expected credit losses capture historical information, current conditions, and reasonable and supportable forecasts of future conditions. The ACL is deducted from the amortized cost of an instrument to present the net amount expected to be collected on the financial asset. Our ACL primarily consists of the aggregate ACL estimates of our Subsidiary Banks. The estimates are established through charges to operations in the form of charges to provisions for credit loss expense. Loan losses or recoveries are charged or credited directly to the ACL. The ACL of each Subsidiary Bank is maintained at a level considered appropriate by management, based on estimated current expected credit losses in the current loan portfolio, including information about past events, current conditions and reasonable and supportable forecasts.

The estimation of the ACL is based on a loss-rate methodology that measures lifetime losses on loan pools that have similar risk characteristics. Loans that do not have similar risk characteristics are evaluated on an individual basis. The segmentation of the loan portfolio into pools requires a balancing process between capturing similar risk characteristics and containing sufficient loss history to provide meaningful results. Our segmentation starts at the general loan category with further sub-segmentation based on collateral types that may be of meaningful size and/or may contain sufficient differences in risk characteristics based on management’s judgement that would warrant further segmentation. The general loan categories along with primary risk characteristics used in our calculation are as follows:

Commercial and industrial loans. This category includes loans extended to a diverse array of businesses for working capital or equipment purchases. These loans are mostly secured by the collateral pledged by the borrower that is directly related to the business activities of the company such as equipment, accounts receivable and inventory. The borrower’s abilities to generate revenues from equipment purchases, collect accounts receivable, and to turn inventory into sales are risk factors in the repayment of the loan. A small portion of this loan category is related to loans secured by oil & gas production and loans secured by aircraft.

Construction and land development loans. This category includes the development of land from unimproved land to lot development for both residential and commercial use and vertical construction across residential and commercial real estate classes. These loans carry risk of repayment when projects incur cost overruns, have an increase in the price of construction materials, encounter zoning, entitlement and environmental issues, or encounter other factors that may affect the completion of a project on time and on budget. Additionally, repayment risk may be negatively impacted when the market experiences a deterioration in the value of real estate. Risks specifically related to 1-4 family development loans also include mortgage rate risk and the practice by the mortgage industry of more restrictive underwriting standards, which inhibits the buyer from obtaining long term financing creating excessive housing and lot inventory in the market.

Commercial real estate loans. This category includes loans secured by farmland, multifamily properties, owner occupied commercial properties, and non-owner occupied commercial properties. Owner occupied commercial properties include warehouses often along the border for import/export operations, office space where the borrower is the primary tenant, restaurants and other single-tenant retail. Non-owner occupied commercial properties include hotels, retail centers, office and professional buildings, and leased warehouses. These loans carry risk of repayment when market values deteriorate, the business experiences turnover in key management, the business has an inability to attract or keep occupancy levels stable, or when the market experiences an exit of a specific business type that is significant to the local economy, such as a manufacturing plant.

1-4 family mortgages. This category includes both first and second lien mortgages for the purpose of home purchases or refinancing of existing mortgage loans. A small portion of this loan category is related to home equity lines of credits, lots purchases, and home construction. Loan repayments may be affected by unemployment or underemployment and deteriorating market values of real estate.

40

Consumer loans. This category includes deposit secured, vehicle secured, and unsecured loans, including overdrafts, made to individuals. Repayment is primarily affected by unemployment or underemployment.

The loan pools are further broken down using a risk-based segmentation based on internal classifications for commercial loans and past due status for consumer mortgage loans. Non-mortgage consumer loans are evaluated as one segment. On a weekly basis, commercial loan past due reports are reviewed by the credit quality committee to determine if a loan has any potential problems and if a loan should be placed on our internal Watch List report. Additionally, our credit department reviews the majority of our loans for proper internal classification purposes regardless of whether they are past due and segregates any loans with potential problems for further review. The credit department will discuss the potential problem loans with the servicing loan officers to determine any relevant issues that were not discovered in the evaluation. Also, an analysis of loans that is provided through examinations by regulatory authorities is considered in the review process. After the above analysis is completed, we will determine if a loan should be placed on an internal Watch List report because of issues related to the analysis of the credit, credit documents, collateral and/or payment history.

Our internal Watch List report is segregated into the following categories: (i) Pass, (ii) Economic Monitoring, (iii) Special Review, (iv) Watch List—Pass, (v) Watch List—Substandard, and (vi) Watch List—Doubtful. The loans placed in the Special Review category and lower rated credits reflect our opinion that the loans reflect potential weakness which require monitoring on a more frequent basis. Credits in those categories are reviewed and discussed on a regular basis, no less frequently than quarterly, with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the Watch List—Pass category and lower rated credits reflect our opinion that the credit contains weaknesses which represent a greater degree of risk, which warrant “extra attention.” Credits in this category are reviewed and discussed on a regular basis with the credit department and the lending staff to determine if a change in category is warranted. The loans placed in the Watch List—Substandard category are considered to be potentially inadequately protected by the current sound worth and debt service capacity of the borrower or of any pledged collateral. These credit obligations, even if apparently protected by collateral value, have shown defined weaknesses related to adverse financial, managerial, economic, market or political conditions which may jeopardize repayment of principal and interest. Furthermore, there is the possibility that we may sustain some future loss if such weaknesses are not corrected. The loans placed in the Watch List—Doubtful category have shown defined weaknesses and it is likely, based on current information and events, that we will be unable to collect all principal and/or interest amounts contractually due. Watch List—Doubtful loans are placed on non-accrual when they are moved to that category.

For the purposes of the ACL, in order to maintain segments with sufficient history for meaningful results, the credits in the Pass and Economic Monitoring categories are aggregated, the credits in the Special Review and Watch List—Pass credits are aggregated, and the credits in the Watch List—Substandard category remain in their own segment. For loans that are classified as Watch List—Doubtful, management evaluates these credits in accordance with ASC 310-10, “Receivables,” and, if deemed necessary, a specific reserve is allocated to the loan. The specific reserve allocated under ASC 310-10, is based on (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) net realizable value of the fair value of the collateral if the loan is collateral dependent. Substantially all of our loans evaluated as Watch List—Doubtful under ASC 310-10 are measured using the fair value of collateral method. In rare cases, we may use other methods to determine the specific reserve of a loan under ASC 310-10 if such loan is not collateral dependent.

Within each collectively evaluated pool, the robustness of the lifetime historical loss-rate is evaluated and, if needed, is supplemented with peer loss rates through a model risk adjustment. Certain qualitative loss factors are then evaluated to incorporate management’s two-year reasonable and supportable forecast period followed by a reversion to the pool’s average lifetime loss-rate. Those qualitative loss factors are: (i) trends in portfolio volume and composition, (ii) volume and trends in classified loans, delinquencies, non-accruals and TDR’s, (iii) concentration risk, (iv) trends in underlying collateral value, (v) changes in policies, procedures, and strategies, and (vi) economic conditions. Qualitative factors also include potential losses stemming from operational risk factors arising from fraud, natural disasters, pandemics and geopolitical events. Should any of the factors considered by management in evaluating the adequacy of the ACL change, our estimate could also change, which could affect the level of future credit loss expense.

41

We have elected to not measure an ACL for accrued interest receivable given our timely approach in identifying and writing off uncollectible accrued interest. An ACL for off-balance sheet exposure is derived from a projected usage rate of any unfunded commitment multiplied by the historical loss rate, plus model risk adjustment, if any, of the on-balance sheet loan pools.

Our management continually reviews the ACL of the Subsidiary Banks using the amounts determined from the estimates established on specific doubtful loans, the estimate established on quantitative historical loss percentages, and the estimate based on qualitative current conditions and reasonable and supportable two-year forecasted data. Our methodology reverts to the average lifetime loss-rate beyond the forecast period when we can no longer develop reasonable and supportable forecasts. Should any of the factors considered by management in evaluating the adequacy of the estimate for current expected credit losses change, our estimate of current expected credit losses could also change, which could affect the level of future credit loss expense. While the calculation of our ACL utilizes management’s best judgment and all information reasonably available, the adequacy of the ACL is dependent on a variety of factors beyond our control, including, among other things, the performance of the entire loan portfolio, the economy, government actions, changes in interest rates and the view of regulatory authorities towards loan classifications.

Liquidity and Capital Resources

The maintenance of adequate liquidity provides our Subsidiary Banks with the ability to meet potential depositor withdrawals, provide for customer credit needs, maintain adequate statutory reserve levels and take full advantage of high-yield investment opportunities as they arise. Liquidity is afforded by access to financial markets and by holding appropriate amounts of liquid assets. Our Subsidiary Banks derive their liquidity largely from deposits of individuals and business entities. Deposits from persons and entities domiciled in Mexico comprise a stable portion of the deposit base of our Subsidiary Banks. Other important funding sources for our Subsidiary Banks during 2021 and 2020 were borrowings from the FHLB, securities sold under repurchase agreements and large certificates of deposit, requiring management to closely monitor our asset/liability mix in terms of both rate sensitivity and maturity distribution. Our Subsidiary Banks have had a long-standing relationship with the FHLB and keep open unused lines of credit in order to fund liquidity needs. In the event that the FHLB bank indebtedness is not renewed, the repayment of the outstanding indebtedness would more than likely be repaid through proceeds generated from the sales of unpledged, available-for-sale securities. We maintain a sizable, high quality investment portfolio to provide significant liquidity. These securities can be sold, or sold under agreements to repurchase, to provide immediate liquidity. We will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities and respond accordingly to anticipated fluctuations in interest rates over reasonable periods of time.

We maintain an adequate level of capital as a margin of safety for our depositors and shareholders. At June 30, 2021, shareholders’ equity was $2,285,670,000 compared to $2,177,998,000 at December 31, 2020. The increase in shareholders’ equity can be primarily attributed to the retention of earnings offset by the payment of dividends to shareholders and a decrease in other comprehensive income.

Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amount and classifications are also subject to qualitative judgements by regulators about components, risk-weighting and other factors.

In July 2013, the Federal Deposit Insurance Corporation (“FDIC”) and other regulatory bodies established a new, comprehensive capital framework for U.S. banking organizations, consisting of minimum requirements that increase both the quantity and quality of capital held by banking organizations. The final rules are a result of the implementation of the BASEL III capital reforms and various Dodd-Frank Act related capital provisions. Consistent with the Basel international framework, the rules include a minimum ratio of Common Equity Tier 1 (“CET1”) to risk-weighted assets of 4.5% and a CET1 capital conservation buffer of 2.5% of risk-weighted assets. The capital conservation buffer began phasing-in on January 1, 2016 at .625% and increased each year until January 1, 2019, when we were required to have a 2.5% capital conservation buffer, effectively resulting in a minimum ratio of CET1 capital to

42

risk-weighted assets of at least 7% upon full implementation. The rules also raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and include a minimum leverage ratio of 4% for all banking organizations. Regarding the quality of capital, the rules emphasize CET1 capital and implements strict eligibility criteria for regulatory capital instruments. The rules also improve the methodology for calculating risk-weighted assets to enhance risk sensitivity. The rules were subject to a four year phase in period for mandatory compliance and we were required to begin to phase in the rules beginning on January 1, 2015. Management believes, as of June 30, 2021, that we and each of our Subsidiary Banks continue to meet all fully phased-in capital adequacy requirements.

On November 21, 2017, the Office of the Comptroller of the Currency (“OCC”), the FRB and the FDIC finalized a proposed rule that extends the current treatment under the regulatory capital rules for certain regulatory capital deductions and risk weights and certain minority interest requirements, as they apply to banking organizations that are not subject to the advanced approaches capital rules. Effective January 1, 2018, the rule also pauses the full transition to the Basel III treatment of mortgage servicing assets, certain deferred tax assets, investments in the capital of unconsolidated financial institutions and minority interests. The agencies are also considering whether to make adjustments to the capital rules in response to CECL (the FASB Standard relating to current expected credit loss) and its potential impact on regulatory capital.

On December 7, 2017, the Basel Committee on Banking Supervision unveiled the latest round of its regulatory capital framework, commonly called “Basel IV.” The framework makes changes to the capital framework first introduced as “Basel III” in 2010. The committee targeted 2022-2027 as the timeframe for implementation by regulators in individual countries, including the U.S. federal bank regulatory agencies (after notice and comment).

In December 2018, the federal banking regulators issued a final rule that would provide an optional three-year phase-in period for the day-one regulatory capital effects of the adoption of Accounting Standards Update (“ASU”) 2016-13 to ASC 326, “Financial Instruments – Credit Losses,” as amended, on January 1, 2020.

On May 24, 2018, the EGRRCPA was enacted and, among other things, it includes a simplified capital rule change which effectively exempts banks with assets of less than $10 billion that exceed the “community bank leverage ratio,” from all risk-based capital requirements, including Basel III and its predecessors. The federal banking agencies must establish the “community bank leverage ratio” (a ratio of tangible equity to average consolidated assets) between 8% and 10% before community banks can begin to take advantage of this regulatory relief provision. Some of the Subsidiary Banks, with assets of less than $10 billion, may qualify for this exemption. Additionally, under the EGRRCPA, qualified bank holding companies with assets of up to $3 billion (currently $1 billion) will be eligible for the Federal Reserve’s Small Bank Holding Company Policy Statement, which eases limitations on the issuance of debt by holding companies. On August 28, 2018, the Federal Reserve issued an interim final rule expanding the applicability of its Small Bank Holding Company Policy Statement. While holding companies that meet the conditions of the policy statement are excluded from consolidated capital requirements, their depository institutions continue to be subject to minimum capital requirements. Finally, for banks that continue to be subject to the risk-based capital rules of Basel III (e.g., 150%), certain commercial real estate loans that were formally classified as high volatility commercial real estate 31 (“HVCRE”) will not be subject to heightened risk weights if they meet certain criteria. Also, while acquisition, development, and construction (“ADC”) loans will generally be subject to heightened risk weights, certain exceptions will apply. On September 18, 2018, the federal banking agencies issued a proposed rule modifying the agencies’ capital rules for HVCRE.

We had a CET1 to risk-weighted assets ratio of 19.53% on June 30, 2021 and 19.05% on December 31, 2020. We had a Tier 1 capital-to-average-total-asset (leverage) ratio of 14.15% and 14.92%, risk-weighted Tier 1 capital ratio of 20.66% and 20.25% and risk-weighted total capital ratio of 21.75% and 21.40% at June 30, 2021 and December 31, 2020, respectively. Our CET1 capital consists of common stock and related surplus, net of treasury stock, and retained earnings. We and our Subsidiary Banks elected to opt-out of the requirement to include most components of accumulated other comprehensive income (loss) in the calculation of CET1 capital. CET1 is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities and subject to transition provisions. Tier 1 capital includes CET1 capital and additional Tier 1 capital. Additional Tier 1 capital includes the Capital and Common Securities issued by the Trusts (see Note 8 above) up to a maximum of 25% of Tier 1 capital on an aggregate basis. Any amount that exceeds the 25% threshold qualifies as Tier 2 capital. As of June 30, 2021, the total of $134,642,000 of the

43

Capital and Common Securities outstanding qualified as Tier 1 capital. We actively monitor the regulatory capital ratios to ensure that our Subsidiary Banks are well-capitalized under the regulatory framework.

The CET1, Tier 1 and Total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. Risk-weighted assets are calculated based on regulatory requirements and include total assets, excluding goodwill and other intangible assets, allocated by risk-weight category, and certain off-balance-sheet items, among other things. The leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets, which exclude goodwill and other intangible assets, among other things.

We and our Subsidiary Banks are subject to the regulatory capital requirements administered by the Federal Reserve, and, for our Subsidiary Banks, the FDIC. Regulatory authorities can initiate certain mandatory actions if we or any of our Subsidiary Banks fail to meet the minimum capital requirements, which could have a direct material effect on our financial statements. Management believes, as of June 30, 2021, that we and each of our Subsidiary Banks continue to meet all capital adequacy requirements to which we are subject.

We will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities, and respond accordingly to anticipate fluctuations in interest rates by adjusting the balance between sources and uses of funds as deemed appropriate. The net-interest rate sensitivity as of June 30, 2021 is illustrated in the table entitled “Interest Rate Sensitivity,” below. This information reflects the balances of assets and liabilities for which rates are subject to change. A mix of assets and liabilities that are roughly equal in volume and re-pricing characteristics represents a matched interest rate sensitivity position. Any excess of assets or liabilities results in an interest rate sensitivity gap.

We undertake an interest rate sensitivity analysis to monitor the potential risk on future earnings resulting from the impact of possible future changes in interest rates on currently existing net asset or net liability positions. However, this type of analysis is as of a point-in-time position, when in fact that position can quickly change as market conditions, customer needs, and management strategies change. Thus, interest rate changes do not affect all categories of assets and liabilities equally or at the same time. As indicated in the table, we are asset sensitive in both the short and long term scenarios. Our Asset and Liability Committee semi-annually reviews the consolidated position along with simulation and duration models, and makes adjustments as needed to control our interest rate risk position. We use modeling of future events as a primary tool for monitoring interest rate risk.

44

Interest Rate Sensitivity

(Dollars in Thousands)

Rate/Maturity

Over 3

Over 1

3 Months

Months to

Year to 5

Over 5

June 30, 2021

or Less

1 Year

Years

Years

Total

(Dollars in Thousands)

Rate sensitive assets

    

    

    

    

    

Investment securities

$

689,662

$

2,032,401

$

1,411,109

$

48,245

$

4,181,417

Loans, net of non-accruals

 

5,756,999

 

313,066

 

390,594

 

924,646

 

7,385,305

Total earning assets

$

6,446,661

$

2,345,467

$

1,801,703

$

972,891

$

11,566,722

Cumulative earning assets

$

6,446,661

$

8,792,128

$

10,593,831

$

11,566,722

Rate sensitive liabilities

Time deposits

$

939,178

$

1,072,035

$

132,758

$

16

$

2,143,987

Other interest bearing deposits

 

4,313,554

 

 

 

 

4,313,554

Securities sold under repurchase agreements

 

419,116

 

11,414

 

 

 

430,530

Other borrowed funds

 

 

 

 

436,233

 

436,233

Junior subordinated deferrable interest debentures

 

134,642

 

 

 

 

134,642

Total interest bearing liabilities

$

5,806,490

$

1,083,449

$

132,758

$

436,249

$

7,458,946

Cumulative sensitive liabilities

$

5,806,490

$

6,889,939

$

7,022,697

$

7,458,946

Repricing gap

$

640,171

$

1,262,018

$

1,668,945

$

536,642

$

4,107,776

Cumulative repricing gap

 

640,171

 

1,902,189

 

3,571,134

 

4,107,776

Ratio of interest-sensitive assets to liabilities

 

1.11

 

2.16

 

13.57

 

2.23

 

1.55

Ratio of cumulative, interest-sensitive assets to liabilities

 

1.11

 

1.28

 

1.51

 

1.55

Item 3. Quantitative and Qualitative Disclosures about Market Risk

During the six months ended June 30, 2021, there were no material changes in market risk exposures that affected the quantitative and qualitative disclosures regarding market risk presented under the caption “Liquidity and Capital Resources” located on pages 17 through 22 of our 2020 Annual Report as filed as Exhibit 13 to our Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within specified time periods. As of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer evaluated, with the participation of our management, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)). Based on the

45

evaluation, which disclosed no material weaknesses, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various legal proceedings that are in various stages of litigation. We have determined, based on discussions with our counsel that any material loss in any current legal proceedings, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to our consolidated financial position or results of operations. However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.

1A. Risk Factors

There were no material changes in the risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In April 2009, the Board of Directors re-established a formal stock repurchase program that authorized the repurchase of up to $40 million of common stock within the following 12 months. Annually since then, including on March 2, 2021, the Board of Directors extended the repurchase program to purchase up to $50 million of common stock during the 12-month period commencing on March 17, 2021. Shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. Shares purchased in this program will be held in treasury for reissue for various corporate purposes, including employee compensation plans. During the second quarter of 2021, the Board of Directors adopted a Rule 10b5-1 trading plan, and intends to adopt additional Rule 10b5-1 trading plans, that will allow us to purchase shares of our common stock during certain trading blackout periods when we ordinarily would not be in the market due to trading restrictions in our insider trading policy. During the term of a Rule 10b5-1 trading plan, purchases of common stock are automatic to the extent the conditions of the plan’s trading instructions are met. Shares purchased under the Rule 10b5-1 trading plan will be held in treasury for reissue for various corporate purposes, including employee stock compensation plans. As of August 1, 2021, a total of 12,268,401 shares had been repurchased under all programs at a cost of $357,102,000. We are not obligated to purchase shares under our stock repurchase program outside of its Rule 10b5-1 trading plan.

Except for repurchases in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices, common stock repurchases are only conducted under publicly announced

46

repurchase programs approved by the Board of Directors. The following table includes information about common stock share repurchases for the quarter ended June 30, 2021.

    

    

    

Total Number of

    

Shares

Purchased as

Approximate

Average

Part of a

Dollar Value of

Total Number

Price Paid

Publicly-

Shares Available

of Shares

Per

Announced

for

Purchased

Share

Program

Repurchase(1)

April 1 – April 30, 2021

 

$

 

$

50,000,000

May 1 – May 31, 2021

 

 

 

 

50,000,000

June 1 – June 30, 2021

 

 

 

 

50,000,000

Total

 

$

 

(1)The repurchase program was extended and increased on March 2, 2021 and allows for the purchase of up to an additional $50,000,000 of common stock through March 17, 2022.

47

Item 6. Exhibits

The following exhibits are filed as a part of this Report:

31(a) —Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31(b) —Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32(a) —Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32(b) —Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101++ — Interactive Data File

104++ — Cover Page Interactive Data File (included in Exhibit 101)

++ Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Cover Page to this Form 10-Q; (ii) the Condensed Consolidated Statement of Earnings for the three and six months ended June 30, 2021 and 2020; (iii) the Condensed Consolidated Balance Sheet as of June 30, 2021 and December 31, 2020; and (iv) the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2021 and June 30, 2020.

48

SIGNATURES

Pursuant to the requirements 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.

INTERNATIONAL BANCSHARES CORPORATION

Date:

August 5, 2021

/s/ Dennis E. Nixon

Dennis E. Nixon

President

Date:

August 5, 2021

/s/ Judith I. Wawroski

Judith I. Wawroski

Treasurer

49