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PROSPERITY BANCSHARES INC - Quarter Report: 2023 June (Form 10-Q)

10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2023

OR

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-35388

 

PROSPERITY BANCSHARES, INC.®

(Exact name of registrant as specified in its charter)

 

 

Texas

74-2331986

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

 

Prosperity Bank Plaza

 

4295 San Felipe, Houston, Texas

77027

(Address of principal executive offices)

(Zip Code)

 

(281) 269-7199

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $1.00 per share

 

PB

 

New York Stock Exchange, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 ☒

As of August 1, 2023, there were 93,722,454 outstanding shares of the registrant’s Common Stock, par value $1.00 per share.

 

 

 


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

INDEX TO FORM 10-Q

 

PART I—FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

3

Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022

3

Consolidated Statements of Income for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

4

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

5

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

6

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)

7

Notes to Consolidated Financial Statements (unaudited)

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

59

Item 4.

Controls and Procedures

59

 

 

PART II—OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

60

Item 1A.

Risk Factors

60

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

60

Item 3.

Defaults Upon Senior Securities

60

Item 4.

Mine Safety Disclosures

60

Item 5.

Other Information

60

Item 6.

Exhibits

61

Signatures

62

 

 

2


 

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

 

 

(Dollars in thousands, except par value)

 

ASSETS

 

 

 

 

 

 

Cash and due from banks

 

$

396,848

 

 

$

423,832

 

Federal funds sold

 

 

181

 

 

 

301

 

Total cash and cash equivalents

 

 

397,029

 

 

 

424,133

 

Available for sale securities, at fair value

 

 

462,013

 

 

 

456,502

 

Held to maturity securities, at cost (fair value of $11,647,080 and $12,387,125, respectively)

 

 

13,205,306

 

 

 

14,019,503

 

Total securities

 

 

13,667,319

 

 

 

14,476,005

 

Loans held for sale

 

 

10,656

 

 

 

554

 

Loans held for investment

 

 

20,494,407

 

 

 

18,098,653

 

Loans held for investment - Warehouse Purchase Program

 

 

1,148,883

 

 

 

740,620

 

Total loans

 

 

21,653,946

 

 

 

18,839,827

 

Less: allowance for credit losses on loans

 

 

(345,209

)

 

 

(281,576

)

Loans, net

 

 

21,308,737

 

 

 

18,558,251

 

Accrued interest receivable

 

 

92,265

 

 

 

88,438

 

Goodwill

 

 

3,383,698

 

 

 

3,231,636

 

Core deposit intangibles, net

 

 

71,128

 

 

 

51,348

 

Bank premises and equipment, net

 

 

365,299

 

 

 

339,453

 

Other real estate owned

 

 

3,107

 

 

 

1,963

 

Bank owned life insurance (BOLI)

 

 

382,011

 

 

 

327,439

 

Federal Home Loan Bank of Dallas stock

 

 

107,229

 

 

 

90,025

 

Other assets

 

 

127,309

 

 

 

101,138

 

TOTAL ASSETS

 

$

39,905,131

 

 

$

37,689,829

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Noninterest-bearing

 

$

10,364,921

 

 

$

10,915,448

 

Interest-bearing

 

 

17,015,965

 

 

 

17,618,083

 

Total deposits

 

 

27,380,886

 

 

 

28,533,531

 

Other borrowings

 

 

4,800,000

 

 

 

1,850,000

 

Securities sold under repurchase agreements

 

 

434,160

 

 

 

428,134

 

Subordinated debentures

 

 

3,093

 

 

 

 

Accrued interest payable

 

 

28,734

 

 

 

4,495

 

Allowance for credit losses on off-balance sheet credit exposures

 

 

36,503

 

 

 

29,947

 

Other liabilities

 

 

253,639

 

 

 

144,348

 

Total liabilities

 

 

32,937,015

 

 

 

30,990,455

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

Preferred stock, $1 par value; 20,000,000 shares authorized; none issued or outstanding

 

 

 

 

 

 

Common stock, $1 par value; 200,000,000 shares authorized; 93,721,454 issued and outstanding at June 30, 2023; 91,313,615 shares issued and outstanding at December 31, 2022

 

 

93,722

 

 

 

91,314

 

Capital surplus

 

 

3,697,524

 

 

 

3,541,924

 

Retained earnings

 

 

3,179,551

 

 

 

3,069,609

 

Accumulated other comprehensive loss —net unrealized loss on available for sale securities, net of tax benefit of $(713) and $(923), respectively

 

 

(2,681

)

 

 

(3,473

)

Total shareholders’ equity

 

 

6,968,116

 

 

 

6,699,374

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

39,905,131

 

 

$

37,689,829

 

 

 

See notes to consolidated financial statements.

 

3


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands, except per share data)

 

INTEREST INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

286,638

 

 

$

192,770

 

 

$

533,756

 

 

$

385,795

 

Securities

 

 

72,053

 

 

 

64,111

 

 

 

145,238

 

 

 

119,122

 

Federal funds sold and other earning assets

 

 

1,757

 

 

 

925

 

 

 

8,763

 

 

 

1,772

 

Total interest income

 

 

360,448

 

 

 

257,806

 

 

 

687,757

 

 

 

506,689

 

INTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

63,964

 

 

 

8,641

 

 

 

111,307

 

 

 

17,395

 

Other borrowings

 

 

57,351

 

 

 

450

 

 

 

91,747

 

 

 

450

 

Securities sold under repurchase agreements

 

 

2,674

 

 

 

244

 

 

 

4,777

 

 

 

429

 

Total interest expense

 

 

123,989

 

 

 

9,335

 

 

 

207,831

 

 

 

18,274

 

NET INTEREST INCOME

 

 

236,459

 

 

 

248,471

 

 

 

479,926

 

 

 

488,415

 

PROVISION FOR CREDIT LOSSES

 

 

18,540

 

 

 

 

 

 

18,540

 

 

 

 

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

 

 

217,919

 

 

 

248,471

 

 

 

461,386

 

 

 

488,415

 

NONINTEREST INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

Nonsufficient funds (NSF) fees

 

 

8,512

 

 

 

8,484

 

 

 

16,607

 

 

 

16,608

 

Credit card, debit card and ATM card income

 

 

9,206

 

 

 

8,880

 

 

 

17,872

 

 

 

17,059

 

Service charges on deposit accounts

 

 

6,078

 

 

 

6,365

 

 

 

12,004

 

 

 

12,576

 

Trust income

 

 

3,358

 

 

 

2,875

 

 

 

6,583

 

 

 

5,578

 

Mortgage income

 

 

661

 

 

 

502

 

 

 

899

 

 

 

957

 

Brokerage income

 

 

1,000

 

 

 

917

 

 

 

2,149

 

 

 

1,809

 

Net gain on sale or write-down of assets

 

 

1,994

 

 

 

1,108

 

 

 

2,115

 

 

 

1,797

 

Other

 

 

8,879

 

 

 

8,463

 

 

 

19,725

 

 

 

16,332

 

Total noninterest income

 

 

39,688

 

 

 

37,594

 

 

 

77,954

 

 

 

72,716

 

NONINTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

84,723

 

 

 

80,371

 

 

 

162,521

 

 

 

159,782

 

Net occupancy and equipment

 

 

8,935

 

 

 

8,039

 

 

 

16,960

 

 

 

15,887

 

Credit and debit card, data processing and software amortization

 

 

10,344

 

 

 

9,246

 

 

 

19,910

 

 

 

18,095

 

Regulatory assessments and FDIC insurance

 

 

5,097

 

 

 

2,851

 

 

 

10,070

 

 

 

5,701

 

Core deposit intangibles amortization

 

 

3,167

 

 

 

2,581

 

 

 

5,541

 

 

 

5,201

 

Depreciation

 

 

4,658

 

 

 

4,539

 

 

 

9,091

 

 

 

9,086

 

Communications

 

 

3,693

 

 

 

3,206

 

 

 

7,155

 

 

 

6,125

 

Net other real estate (income) expense

 

 

(497

)

 

 

209

 

 

 

(452

)

 

 

(198

)

Merger related expenses

 

 

12,891

 

 

 

 

 

 

13,751

 

 

 

 

Other

 

 

12,859

 

 

 

11,836

 

 

 

24,323

 

 

 

23,049

 

Total noninterest expense

 

 

145,870

 

 

 

122,878

 

 

 

268,870

 

 

 

242,728

 

INCOME BEFORE INCOME TAXES

 

 

111,737

 

 

 

163,187

 

 

 

270,470

 

 

 

318,403

 

PROVISION FOR INCOME TAXES

 

 

24,799

 

 

 

34,697

 

 

 

58,838

 

 

 

67,587

 

NET INCOME

 

$

86,938

 

 

$

128,490

 

 

$

211,632

 

 

$

250,816

 

EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.94

 

 

$

1.40

 

 

$

2.30

 

 

$

2.73

 

Diluted

 

$

0.94

 

 

$

1.40

 

 

$

2.30

 

 

$

2.73

 

 

See notes to consolidated financial statements.

 

4


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Net income

 

$

86,938

 

 

$

128,490

 

 

$

211,632

 

 

$

250,816

 

Other comprehensive income (loss), before tax:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized income (loss) during the period

 

 

1,006

 

 

 

(598

)

 

 

1,002

 

 

 

(773

)

Total other comprehensive income (loss)

 

 

1,006

 

 

 

(598

)

 

 

1,002

 

 

 

(773

)

Deferred tax (expense) benefit related to other comprehensive income (loss)

 

 

(211

)

 

 

125

 

 

 

(210

)

 

 

162

 

Other comprehensive income (loss), net of tax

 

 

795

 

 

 

(473

)

 

 

792

 

 

 

(611

)

Comprehensive income

 

$

87,733

 

 

$

128,017

 

 

$

212,424

 

 

$

250,205

 

 

See notes to consolidated financial statements.

 

5


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Capital

 

 

Retained

 

 

Comprehensive

 

 

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Surplus

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

 

 

(In thousands, except share and per share data)

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT MARCH 31, 2023

 

 

90,693,102

 

 

$

90,694

 

 

$

3,507,670

 

 

$

3,144,229

 

 

$

(3,476

)

 

$

6,739,117

 

Net income

 

 

 

 

 

 

 

 

 

 

 

86,938

 

 

 

 

 

 

86,938

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

795

 

 

 

795

 

Common stock issued in connection with the issuance of restricted stock awards, net

 

 

40,450

 

 

 

40

 

 

 

(40

)

 

 

 

 

 

 

 

 

 

Common stock issued in connection with the acquisition of First Bancshares of Texas, Inc.

 

 

3,582,675

 

 

 

3,583

 

 

 

220,764

 

 

 

 

 

 

 

 

 

224,347

 

Common stock repurchase

 

 

(594,773

)

 

 

(595

)

 

 

(33,613

)

 

 

 

 

 

 

 

 

(34,208

)

Stock based compensation expense

 

 

 

 

 

 

 

 

2,743

 

 

 

 

 

 

 

 

 

2,743

 

Cash dividends declared, $0.55 per share

 

 

 

 

 

 

 

 

 

 

 

(51,616

)

 

 

 

 

 

(51,616

)

BALANCE AT JUNE 30, 2023

 

 

93,721,454

 

 

$

93,722

 

 

$

3,697,524

 

 

$

3,179,551

 

 

$

(2,681

)

 

$

6,968,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2022

 

 

91,313,615

 

 

$

91,314

 

 

$

3,541,924

 

 

$

3,069,609

 

 

$

(3,473

)

 

$

6,699,374

 

Net income

 

 

 

 

 

 

 

 

 

 

 

211,632

 

 

 

 

 

 

211,632

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

792

 

 

 

792

 

Common stock issued in connection with the issuance of restricted stock awards, net

 

 

31,200

 

 

 

31

 

 

 

(31

)

 

 

 

 

 

 

 

 

 

Common stock issued in connection with the acquisition of First Bancshares of Texas, Inc.

 

 

3,582,675

 

 

 

3,583

 

 

 

220,764

 

 

 

 

 

 

 

 

 

224,347

 

Common stock repurchase

 

 

(1,206,036

)

 

 

(1,206

)

 

 

(71,042

)

 

 

 

 

 

 

 

 

(72,248

)

Stock based compensation expense

 

 

 

 

 

 

 

 

5,909

 

 

 

 

 

 

 

 

 

5,909

 

Cash dividends declared, $1.10 per share

 

 

 

 

 

 

 

 

 

 

 

(101,690

)

 

 

 

 

 

(101,690

)

BALANCE AT JUNE 30, 2023

 

 

93,721,454

 

 

$

93,722

 

 

$

3,697,524

 

 

$

3,179,551

 

 

$

(2,681

)

 

$

6,968,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Capital

 

 

Retained

 

 

Comprehensive

 

 

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Surplus

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

 

 

(In thousands, except share and per share data)

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT MARCH 31, 2022

 

 

92,159,730

 

 

$

92,160

 

 

$

3,597,957

 

 

$

2,812,636

 

 

$

1,671

 

 

$

6,504,424

 

Net income

 

 

 

 

 

 

 

 

 

 

 

128,490

 

 

 

 

 

 

128,490

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(473

)

 

 

(473

)

Common stock issued in connection with the issuance of restricted stock awards, net

 

 

17,800

 

 

 

18

 

 

 

(18

)

 

 

 

 

 

 

 

 

 

Common stock repurchase

 

 

(981,884

)

 

 

(982

)

 

 

(64,739

)

 

 

 

 

 

 

 

 

(65,721

)

Stock based compensation expense

 

 

 

 

 

 

 

 

2,677

 

 

 

 

 

 

 

 

 

2,677

 

Cash dividends declared, $0.52 per share

 

 

 

 

 

 

 

 

 

 

 

(47,570

)

 

 

 

 

 

(47,570

)

BALANCE AT JUNE 30, 2022

 

 

91,195,646

 

 

$

91,196

 

 

$

3,535,877

 

 

$

2,893,556

 

 

$

1,198

 

 

$

6,521,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2021

 

 

92,170,480

 

 

$

92,171

 

 

$

3,595,023

 

 

$

2,738,233

 

 

$

1,809

 

 

$

6,427,236

 

Net income

 

 

 

 

 

 

 

 

 

 

 

250,816

 

 

 

 

 

 

250,816

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(611

)

 

 

(611

)

Common stock issued in connection with the issuance of restricted stock awards, net

 

 

7,050

 

 

 

7

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

Common stock repurchase

 

 

(981,884

)

 

 

(982

)

 

 

(64,739

)

 

 

 

 

 

 

 

 

(65,721

)

Stock based compensation expense

 

 

 

 

 

 

 

 

5,600

 

 

 

 

 

 

 

 

 

5,600

 

Cash dividends declared, $1.04 per share

 

 

 

 

 

 

 

 

 

 

 

(95,493

)

 

 

 

 

 

(95,493

)

BALANCE AT JUNE 30, 2022

 

 

91,195,646

 

 

$

91,196

 

 

$

3,535,877

 

 

$

2,893,556

 

 

$

1,198

 

 

$

6,521,827

 

 

See notes to consolidated financial statements.

6


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

 

$

211,632

 

 

$

250,816

 

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

 

 

 

 

 

 

Depreciation and core deposit intangibles amortization

 

 

14,632

 

 

 

14,287

 

Provision for credit losses

 

 

18,540

 

 

 

 

Net amortization of premium on investments

 

 

14,515

 

 

 

24,307

 

Net gain on sale of other real estate and repossessed assets

 

 

(46

)

 

 

(607

)

Net gain on sale or write down of premises and equipment

 

 

(2,115

)

 

 

(1,797

)

Net accretion of discount on loans

 

 

(3,291

)

 

 

(5,254

)

Net amortization of premium on deposits

 

 

(240

)

 

 

(184

)

Net gain on sale of loans

 

 

(901

)

 

 

(852

)

Proceeds from sale of loans held for sale

 

 

23,783

 

 

 

33,005

 

Originations of loans held for sale

 

 

(32,984

)

 

 

(28,229

)

Stock based compensation expense

 

 

5,909

 

 

 

5,600

 

Decrease (increase) in accrued interest receivable and other assets

 

 

7,244

 

 

 

(2,200

)

Increase in accrued interest payable and other liabilities

 

 

117,994

 

 

 

26,315

 

Net cash provided by operating activities

 

 

374,672

 

 

 

315,207

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Proceeds from maturities and principal paydowns of held to maturity securities

 

 

857,656

 

 

 

1,173,019

 

Purchase of held to maturity securities

 

 

(3,028

)

 

 

(3,296,089

)

Proceeds from maturities and principal paydowns of available for sale securities

 

 

6,703,648

 

 

 

8,985,597

 

Purchase of available for sale securities

 

 

(6,527,199

)

 

 

(8,981,019

)

Originations of Warehouse Purchase Program loans

 

 

(6,077,557

)

 

 

(11,696,395

)

Proceeds from pay-offs of Warehouse Purchase Program loans

 

 

5,669,294

 

 

 

12,334,471

 

Net increase in loans held for investment

 

 

(793,081

)

 

 

(233,584

)

Purchase of bank premises and equipment

 

 

(18,280

)

 

 

(28,728

)

Proceeds from sale of bank premises, equipment and other real estate

 

 

3,869

 

 

 

6,217

 

Proceeds from insurance claims

 

 

5,831

 

 

 

729

 

Net cash used in the purchase of First Bancshares of Texas, Inc.

 

 

(24,365

)

 

 

 

Net cash used in investing activities

 

 

(203,212

)

 

 

(1,735,782

)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Net (decrease) increase in noninterest-bearing deposits

 

 

(1,242,773

)

 

 

282,150

 

Net decrease in interest-bearing deposits

 

 

(1,487,619

)

 

 

(1,188,110

)

Net proceeds from other short-term borrowings

 

 

2,749,614

 

 

 

300,000

 

Net (decrease) increase in securities sold under repurchase agreements

 

 

(43,848

)

 

 

33,686

 

Repurchase of common stock

 

 

(72,248

)

 

 

(65,721

)

Payments of cash dividends

 

 

(101,690

)

 

 

(95,493

)

Net cash used in financing activities

 

 

(198,564

)

 

 

(733,488

)

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(27,104

)

 

 

(2,154,063

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

424,133

 

 

 

2,547,980

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

397,029

 

 

$

393,917

 

 

 

 

 

 

 

 

NONCASH ACTIVITIES:

 

 

 

 

 

 

Acquisition of real estate through foreclosure of collateral

 

$

1,690

 

 

$

1,657

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

Income taxes paid

 

$

68,096

 

 

$

59,882

 

Interest paid

 

 

183,592

 

 

 

18,484

 

 

 

See notes to consolidated financial statements

 

7


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

 

1. BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Prosperity Bancshares, Inc.® (“Bancshares”) and its wholly-owned subsidiary, Prosperity Bank® (the “Bank,” and together with Bancshares, the “Company”). All intercompany transactions and balances have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis; and all such adjustments are of a normal recurring nature. These financial statements and the notes thereto should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for the six-month period ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other period.

2. INCOME PER COMMON SHARE

The following table illustrates the computation of basic and diluted earnings per share:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

Amount

 

 

Per Share Amount

 

 

Amount

 

 

Per Share Amount

 

 

Amount

 

 

Per Share Amount

 

 

Amount

 

 

Per Share Amount

 

 

 

(Amounts in thousands, except per share data)

 

Net income

 

$

86,938

 

 

 

 

 

$

128,490

 

 

 

 

 

$

211,632

 

 

 

 

 

$

250,816

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

92,930

 

 

$

0.94

 

 

 

91,772

 

 

$

1.40

 

 

 

92,073

 

 

$

2.30

 

 

 

91,965

 

 

$

2.73

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

92,930

 

 

$

0.94

 

 

 

91,772

 

 

$

1.40

 

 

 

92,073

 

 

$

2.30

 

 

 

91,965

 

 

$

2.73

 

There were no stock options outstanding at June 30, 2023 or exercisable during the three and six months ended June 30, 2023 or 2022 that would have had an anti-dilutive effect on the above computation.

 

3. NEW ACCOUNTING STANDARDS

Accounting Standards Updates (“ASU”)

 

ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments in ASU 2022-02 eliminated the accounting guidance for troubled debt restructurings and enhanced disclosures for certain loan refinancing and restructurings to borrowers experiencing financial difficulty. This guidance was applied on a prospective basis. Additionally, ASU 2022-02 requires entities to disclose current-period gross charge-offs by year of origination. ASU 2022-02 became effective for the Company on January 1, 2023 and did not have a significant impact on the Company’s financial statements.

 

ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting – ASC Topic 848. ASU 2020-04 became effective for the Company on January 1, 2022 and provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. ASU 2020-04 was effective upon issuance. In addition, the FASB issued ASU 2022-06 -Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time preparers can utilize the reference rate reform relief guidance provided by ASU 2020-04 from December 31, 2022 to December 31, 2024. ASU 2022-06 was effective upon issuance and did not change the core principles in ASU 2020-04. Prior to the end of 2021, the Company began transitioning away from LIBOR to Secured Overnight Financing Rate (“SOFR”) or other alternative variable rate indexes for its

8


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

interest-rate swaps and loans historically using LIBOR as an index. As of June 30, 2023, LIBOR was used as an index rate for approximately 83.7% of the Company’s interest-rate swaps and approximately 0.17% of the Company’s loan portfolio. As of December 31, 2022, LIBOR was used as an index rate for approximately 88.2% of the Company’s interest-rate swaps and approximately 1.5% of the Company’s loan portfolio. The adoption of ASU 2020-04 did not have a significant impact on the Company’s financial statements.

4. SECURITIES

The amortized cost and fair value of investment securities were as follows:

 

 

 

June 30, 2023

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

$

20,698

 

 

$

1,599

 

 

$

(446

)

 

$

21,851

 

Collateralized mortgage obligations

 

 

345,155

 

 

 

1,066

 

 

 

(3,406

)

 

 

342,815

 

Mortgage-backed securities

 

 

99,553

 

 

 

76

 

 

 

(2,282

)

 

 

97,347

 

Total

 

$

465,406

 

 

$

2,741

 

 

$

(6,134

)

 

$

462,013

 

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

7,511

 

 

$

 

 

$

(125

)

 

$

7,386

 

States and political subdivisions

 

 

121,634

 

 

 

938

 

 

 

(3,983

)

 

 

118,589

 

Corporate debt securities

 

 

12,000

 

 

 

 

 

 

(5,160

)

 

 

6,840

 

Collateralized mortgage obligations

 

 

281,273

 

 

 

230

 

 

 

(23,370

)

 

 

258,133

 

Mortgage-backed securities

 

 

12,782,888

 

 

 

967

 

 

 

(1,527,723

)

 

 

11,256,132

 

Total

 

$

13,205,306

 

 

$

2,135

 

 

$

(1,560,361

)

 

$

11,647,080

 

 

 

 

December 31, 2022

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

359,251

 

 

$

1,190

 

 

$

(3,039

)

 

$

357,402

 

Mortgage-backed securities

 

 

101,647

 

 

 

93

 

 

 

(2,640

)

 

 

99,100

 

Total

 

$

460,898

 

 

$

1,283

 

 

$

(5,679

)

 

$

456,502

 

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

122,361

 

 

$

868

 

 

$

(3,255

)

 

$

119,974

 

Corporate debt securities

 

 

12,000

 

 

 

 

 

 

(2,520

)

 

 

9,480

 

Collateralized mortgage obligations

 

 

271,727

 

 

 

377

 

 

 

(22,922

)

 

 

249,182

 

Mortgage-backed securities

 

 

13,613,415

 

 

 

2,575

 

 

 

(1,607,501

)

 

 

12,008,489

 

Total

 

$

14,019,503

 

 

$

3,820

 

 

$

(1,636,198

)

 

$

12,387,125

 

 

The investment securities portfolio is measured for expected credit losses by segregating the portfolio into two general segments and applying the appropriate expected credit losses methodology. Investment securities classified as available for sale or held to maturity are evaluated for expected credit losses under Financial Accounting Standards Board (“FASB”): ASC 326, “Financial Instruments – Credit Losses.”

Available for sale securities. For available for sale securities in an unrealized loss position, the amount of the expected credit losses recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the expected credit losses will be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the expected credit losses will be

9


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

separated into the amount representing the credit-related portion of the impairment loss (“credit loss”) and the noncredit portion of the impairment loss (“noncredit portion”). The amount of the total expected credit losses related to the credit loss is determined based on the difference between the present value of cash flows expected to be collected and the amortized cost basis and such difference is recognized in earnings. The amount of the total expected credit losses related to the noncredit portion is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the expected credit losses recognized in earnings will become the new amortized cost basis of the investment.

As of June 30, 2023, management does not have the intent to sell any of the securities classified as available for sale before a recovery of cost. In addition, management believes it is more likely than not that the Company will not be required to sell any of its investment securities before a recovery of cost. The unrealized losses are largely due to changes in market interest rates and spread relationships since the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date, or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of June 30, 2023, management believes that there is no potential for credit losses on available for sale securities.

 

Held to maturity securities. The Company’s held to maturity investments include mortgage-related bonds issued by either the Government National Mortgage Corporation (“Ginnie Mae”), Federal National Mortgage Association (“Fannie Mae”) or Federal Home Loan Mortgage Corporation (“Freddie Mac”). Ginnie Mae issued securities are explicitly guaranteed by the U.S. government, while Fannie Mae and Freddie Mac issued securities are fully guaranteed by those respective United States government-sponsored agencies and conditionally guaranteed by the full faith and credit of the United States. The Company’s held to maturity securities also include taxable and tax-exempt municipal securities issued primarily by school districts, utility districts and municipalities located in Texas. The Company’s investment in municipal securities is exposed to credit risk. The securities are highly rated by major rating agencies and regularly reviewed by management. A significant portion are guaranteed or insured by either the Texas Permanent School Fund, Assured Guaranty or Build America Mutual. As of June 30, 2023, the Company’s municipal securities represent 0.9% of the securities portfolio. Management has the ability and intent to hold the securities classified as held to maturity until they mature, at which time the Company will receive full value for the securities. Accordingly, as of June 30, 2023, management believes that there is no potential for material credit losses on held to maturity securities.

Securities with unrealized losses, segregated by length of time, that have been in a continuous loss position were as follows:

 

 

 

June 30, 2023

 

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

$

5,154

 

 

$

(446

)

 

$

 

 

$

 

 

$

5,154

 

 

$

(446

)

Collateralized mortgage obligations

 

 

53,814

 

 

 

(1,108

)

 

 

118,225

 

 

 

(2,298

)

 

 

172,039

 

 

 

(3,406

)

Mortgage-backed securities

 

 

93,054

 

 

 

(2,241

)

 

 

1,112

 

 

 

(41

)

 

 

94,166

 

 

 

(2,282

)

Total

 

$

152,022

 

 

$

(3,795

)

 

$

119,337

 

 

$

(2,339

)

 

$

271,359

 

 

$

(6,134

)

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

7,386

 

 

$

(125

)

 

$

 

 

$

 

 

$

7,386

 

 

$

(125

)

States and political subdivisions

 

 

58,039

 

 

 

(815

)

 

 

39,709

 

 

 

(3,168

)

 

 

97,748

 

 

 

(3,983

)

Corporate debt securities

 

 

6,840

 

 

 

(5,160

)

 

 

 

 

 

 

 

 

6,840

 

 

 

(5,160

)

Collateralized mortgage obligations

 

 

58,857

 

 

 

(1,863

)

 

 

169,868

 

 

 

(21,507

)

 

 

228,725

 

 

 

(23,370

)

Mortgage-backed securities

 

 

479,880

 

 

 

(16,452

)

 

 

10,641,057

 

 

 

(1,511,271

)

 

 

11,120,937

 

 

 

(1,527,723

)

Total

 

$

611,002

 

 

$

(24,415

)

 

$

10,850,634

 

 

$

(1,535,946

)

 

$

11,461,636

 

 

$

(1,560,361

)

 

10


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

 

 

December 31, 2022

 

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

61,559

 

 

$

(3,012

)

 

$

99,179

 

 

$

(27

)

 

$

160,738

 

 

$

(3,039

)

Mortgage-backed securities

 

 

95,212

 

 

 

(2,627

)

 

 

291

 

 

 

(13

)

 

 

95,503

 

 

 

(2,640

)

Total

 

$

156,771

 

 

$

(5,639

)

 

$

99,470

 

 

$

(40

)

 

$

256,241

 

 

$

(5,679

)

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

49,782

 

 

$

(885

)

 

$

16,298

 

 

$

(2,370

)

 

$

66,080

 

 

$

(3,255

)

Corporate debt securities

 

 

9,480

 

 

 

(2,520

)

 

 

 

 

 

 

 

 

9,480

 

 

 

(2,520

)

Collateralized mortgage obligations

 

 

214,538

 

 

 

(22,557

)

 

 

4,358

 

 

 

(365

)

 

 

218,896

 

 

 

(22,922

)

Mortgage-backed securities

 

 

5,276,315

 

 

 

(416,053

)

 

 

6,585,470

 

 

 

(1,191,448

)

 

 

11,861,785

 

 

 

(1,607,501

)

Total

 

$

5,550,115

 

 

$

(442,015

)

 

$

6,606,126

 

 

$

(1,194,183

)

 

$

12,156,241

 

 

$

(1,636,198

)

At June 30, 2023 and December 31, 2022, there were 850 securities and 174 securities, respectively, in an unrealized loss position for 12 months or more.

The table below summarizes the amortized cost and fair value of investment securities at June 30, 2023, by contractual maturity. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations at any time with or without call or prepayment penalties.

 

 

 

Held to Maturity

 

 

Available for Sale

 

 

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Due in one year or less

 

$

15,320

 

 

$

15,181

 

 

$

 

 

$

 

Due after one year through five years

 

 

64,855

 

 

 

64,782

 

 

 

2,550

 

 

 

2,843

 

Due after five years through ten years

 

 

48,892

 

 

 

42,095

 

 

 

18,148

 

 

 

19,008

 

Due after ten years

 

 

12,078

 

 

 

10,757

 

 

 

 

 

 

 

Subtotal

 

 

141,145

 

 

 

132,815

 

 

 

20,698

 

 

 

21,851

 

Mortgage-backed securities and collateralized mortgage obligations

 

 

13,064,161

 

 

 

11,514,265

 

 

 

444,708

 

 

 

440,162

 

Total

 

$

13,205,306

 

 

$

11,647,080

 

 

$

465,406

 

 

$

462,013

 

 

The Company recorded no gain or loss on the sale of securities for the three and six months ended June 30, 2023 and 2022. As of June 30, 2023, the Company did not own any non-agency collateralized mortgage obligations.

At June 30, 2023 and December 31, 2022, the Company did not own securities of any one issuer (other than the U.S. government and its agencies) for which aggregate adjusted cost exceeded 10% of the consolidated shareholders’ equity at such respective dates.

Securities with an amortized cost of $10.60 billion and $7.87 billion and a fair value of $9.33 billion and $6.90 billion at June 30, 2023 and December 31, 2022, respectively, were pledged to collateralize public deposits and for other purposes required or permitted by law.

11


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The loan portfolio consists of various types of loans and is categorized by major type as follows:

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

(Dollars in thousands)

 

Residential mortgage loans held for sale

 

$

10,656

 

 

$

554

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

2,746,055

 

 

 

2,594,742

 

Real estate:

 

 

 

 

 

 

Construction, land development and other land loans

 

 

3,215,016

 

 

 

2,805,438

 

1-4 family residential (includes home equity)

 

 

7,747,227

 

 

 

6,740,670

 

Commercial real estate (includes multi-family residential)

 

 

5,676,526

 

 

 

4,986,211

 

Farmland

 

 

584,962

 

 

 

518,095

 

Agriculture

 

 

219,414

 

 

 

169,938

 

Consumer and other

 

 

305,207

 

 

 

283,559

 

Total loans held for investment, excluding Warehouse Purchase Program

 

 

20,494,407

 

 

 

18,098,653

 

Warehouse Purchase Program

 

 

1,148,883

 

 

 

740,620

 

Total loans, including Warehouse Purchase Program

 

$

21,653,946

 

 

$

18,839,827

 

 

Concentrations of Credit. Most of the Company’s lending activity occurs within the states of Texas and Oklahoma. Commercial real estate loans, 1-4 family residential loans and construction, land development and other land loans make up 81.1% and 80.3% of the Company’s total loan portfolio, excluding Warehouse Purchase Program loans, at June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, excluding Warehouse Purchase Program loans, there were no concentrations of loans related to any single industry in excess of 10% of total loans.

Related Party Loans. As of June 30, 2023 and December 31, 2022, loans outstanding to directors, officers and their affiliates totaled $535 thousand and $547 thousand, respectively. All transactions between the Company and such related parties are conducted in the ordinary course of business and made on the same terms and conditions as similar transactions with unaffiliated persons.

An analysis of activity with respect to these related party loans is as follows:

 

 

 

As of and for the
six months ended
June 30, 2023

 

 

As of and for the
year ended
December
31, 2022

 

 

 

(Dollars in thousands)

 

Beginning balance on January 1

 

$

547

 

 

$

6,524

 

New loans

 

 

3

 

 

 

54

 

Repayments

 

 

(15

)

 

 

(6,031

)

Ending balance

 

$

535

 

 

$

547

 

 

Nonperforming Assets and Nonaccrual and Past Due Loans. The Company has several procedures in place to assist it in maintaining the overall quality of its loan portfolio. The Company has established underwriting guidelines to be followed by its officers, including requiring appraisals on loans collateralized by real estate. The Company also monitors its delinquency levels for any negative or adverse trends. Nevertheless, the Company’s loan portfolio could become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

The Company generally places a loan on nonaccrual status and ceases accruing interest when the payment of principal or interest is delinquent for 90 days, or earlier in some cases; unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

With respect to potential problem loans, an evaluation of the borrower’s overall financial condition is made to determine the need, if any, for possible write-downs or appropriate additions to the allowance for credit losses.

12


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

An aging analysis of past due loans, segregated by category of loan, is presented below:

 

 

 

June 30, 2023

 

 

 

Loans Past Due and Still Accruing

 

 

 

 

 

 

 

 

 

 

 

 

30-89 Days

 

 

90 or More Days

 

 

Total Past Due Loans

 

 

Nonaccrual Loans

 

 

Current Loans

 

 

Total Loans

 

 

 

(Dollars in thousands)

 

Construction, land development and other land loans

 

$

12,911

 

 

$

 

 

$

12,911

 

 

$

1,860

 

 

$

3,200,245

 

 

$

3,215,016

 

Warehouse Purchase Program loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,148,883

 

 

 

1,148,883

 

Agriculture and agriculture real estate (includes farmland)

 

 

6,276

 

 

 

86

 

 

 

6,362

 

 

 

1,199

 

 

 

796,815

 

 

 

804,376

 

1-4 family (includes home equity) (1)

 

 

24,476

 

 

 

 

 

 

24,476

 

 

 

19,125

 

 

 

7,714,282

 

 

 

7,757,883

 

Commercial real estate (includes multi-family residential)

 

 

6,006

 

 

 

 

 

 

6,006

 

 

 

13,266

 

 

 

5,657,254

 

 

 

5,676,526

 

Commercial and industrial

 

 

8,959

 

 

 

1,658

 

 

 

10,617

 

 

 

22,229

 

 

 

2,713,209

 

 

 

2,746,055

 

Consumer and other

 

 

294

 

 

 

 

 

 

294

 

 

 

44

 

 

 

304,869

 

 

 

305,207

 

Total

 

$

58,922

 

 

$

1,744

 

 

$

60,666

 

 

$

57,723

 

 

$

21,535,557

 

 

$

21,653,946

 

 

 

 

December 31, 2022

 

 

 

Loans Past Due and Still Accruing

 

 

 

 

 

 

 

 

 

 

 

 

30-89 Days

 

 

90 or More Days

 

 

Total Past Due Loans

 

 

Nonaccrual Loans

 

 

Current Loans

 

 

Total Loans

 

 

 

(Dollars in thousands)

 

Construction, land development and other land loans

 

$

9,976

 

 

$

4,442

 

 

$

14,418

 

 

$

318

 

 

$

2,790,702

 

 

$

2,805,438

 

Warehouse Purchase Program loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

740,620

 

 

 

740,620

 

Agriculture and agriculture real estate (includes farmland)

 

 

1,751

 

 

 

 

 

 

1,751

 

 

 

421

 

 

 

685,861

 

 

 

688,033

 

1-4 family (includes home equity) (1)

 

 

25,880

 

 

 

7

 

 

 

25,887

 

 

 

14,762

 

 

 

6,700,575

 

 

 

6,741,224

 

Commercial real estate (includes multi-family residential)

 

 

3,176

 

 

 

 

 

 

3,176

 

 

 

1,649

 

 

 

4,981,386

 

 

 

4,986,211

 

Commercial and industrial

 

 

10,575

 

 

 

1,468

 

 

 

12,043

 

 

 

2,453

 

 

 

2,580,246

 

 

 

2,594,742

 

Consumer and other

 

 

378

 

 

 

 

 

 

378

 

 

 

11

 

 

 

283,170

 

 

 

283,559

 

Total

 

$

51,736

 

 

$

5,917

 

 

$

57,653

 

 

$

19,614

 

 

$

18,762,560

 

 

$

18,839,827

 

 

(1)
Includes $10.7 million and $554 thousand of residential mortgage loans held for sale at June 30, 2023 and December 31, 2022, respectively.

13


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

The following table presents information regarding nonperforming assets as of the dates indicated:

 

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

 

(Dollars in thousands)

 

 

Nonaccrual loans (1) (3)

 

$

57,723

 

 

$

19,614

 

 (2)

Accruing loans 90 or more days past due

 

 

1,744

 

 

 

5,917

 

 

Total nonperforming loans

 

 

59,467

 

 

 

25,531

 

 

Repossessed assets

 

 

153

 

 

 

 

 

Other real estate

 

 

3,107

 

 

 

1,963

 

 

Total nonperforming assets

 

$

62,727

 

 

$

27,494

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to total loans and other real estate

 

 

0.29

%

 

 

0.15

%

 

Nonperforming assets to total loans, excluding Warehouse Purchase Program loans, and other real estate

 

 

0.31

%

 

 

0.15

%

 

Nonaccrual loans to total loans

 

 

0.27

%

 

 

0.10

%

 

Nonaccrual loans to total loans, excluding Warehouse Purchase Program loans

 

 

0.28

%

 

 

0.11

%

 

 

(1)
ASU 2022-02 became effective for the Company on January 1, 2023.
(2)
Includes troubled debt restructurings of $4.6 million as of December 31, 2022.
(3)
There were no nonperforming Warehouse Purchase Program loans or Warehouse Purchase Program lines of credit for the periods presented.

The Company had $62.7 million in nonperforming assets at June 30, 2023 compared with $27.5 million at December 31, 2022. This increase was primarily due to the merger of First Bancshares of Texas, Inc. (“First Bancshares”) into Bancshares and the subsequent merger of its wholly owned subsidiary FirstCapital Bank of Texas, N.A. (“FirstCapital Bank”) into the Bank, (collectively, the “Merger”). Nonperforming assets were 0.29% of total loans and other real estate at June 30, 2023 and 0.15% of total loans and other real estate at December 31, 2022. The Company had $57.7 million in nonaccrual loans at June 30, 2023 compared with $19.6 million at December 31, 2022.

Acquired Loans. Acquired loans were preliminarily recorded at fair value based on a discounted cash flow valuation methodology that considers, among other things, interest rates, projected default rates, loss given default, and recovery rates. Projected default rates, loss given default, and recovery rates for purchased credit deteriorated (“PCD”) loans primarily impact the related allowance, as opposed to the fair value mark. During the valuation process, the Company identified PCD and Non-PCD loans in the acquired loan portfolios. Loans acquired with evidence of credit quality deterioration since origination as of the acquisition date were accounted for as PCD. PCD loan identification considers the following factors: payment history and past due status, debt service coverage, loan grading, collateral values and other factors that may indicate deterioration of credit quality as of the acquisition date when compared to the origination date. Non-PCD loan identification considers the following factors: account types, remaining terms, annual interest rates or coupons, current market rates, interest types, past delinquencies, timing of principal and interest payments, loan to value ratios, loss exposures and remaining balances. Accretion of purchased discounts on PCD and Non-PCD loans will be recognized based on payment structure and the contractual maturity of individual loans.

14


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

PCD Loans. The recorded investment in PCD loans included in the consolidated balance sheet and the related outstanding balance as of the dates indicated are presented in the table below. The outstanding balance represents the total amount owed as of June 30, 2023 and December 31, 2022.

 

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

(Dollars in thousands)

 

PCD loans:

 

 

 

Outstanding balance

 

$

661,349

 

 

$

63,383

 

Discount

 

 

(10,110

)

 

 

(3,361

)

Recorded investment

 

$

651,239

 

 

$

60,022

 

 

Changes in the accretable yield for acquired PCD loans for the three and six months ended June 30, 2023 and 2022 were as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Balance at beginning of period

 

$

3,022

 

 

$

4,317

 

 

$

3,361

 

 

$

4,838

 

Additions

 

 

8,336

 

 

 

 

 

 

8,336

 

 

 

 

Adjustments

 

 

(70

)

 

 

 

 

 

(70

)

 

 

 

Accretion

 

 

(1,178

)

 

 

(324

)

 

 

(1,517

)

 

 

(845

)

Balance at June 30,

 

$

10,110

 

 

$

3,993

 

 

$

10,110

 

 

$

3,993

 

 

Income recognition on PCD loans is subject to the timing and amount of future cash flows. PCD loans for which the Company is accruing interest income are not considered nonperforming or impaired. The PCD discount reflected above as of June 30, 2023, represents the amount of discount available to be recognized as income.

Non-PCD Loans. The recorded investment in Non-PCD loans included in the consolidated balance sheet and the related outstanding balance as of the dates indicated are presented in the table below. The outstanding balance represents the total amount owed as of June 30, 2023 and December 31, 2022.

 

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

(Dollars in thousands)

 

Non-PCD loans:

 

 

 

Outstanding balance

 

$

2,128,501

 

 

$

1,319,507

 

Discount

 

 

(23,052

)

 

 

(2,233

)

Recorded investment

 

$

2,105,449

 

 

$

1,317,274

 

 

Changes in the discount accretion for Non-PCD loans for the three and six months ended June 30, 2023 and 2022 were as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Balance at beginning of period

 

$

1,701

 

 

$

3,469

 

 

$

2,233

 

 

$

8,143

 

Addition

 

 

22,593

 

 

 

 

 

 

22,593

 

 

 

 

Accretion

 

 

(1,242

)

 

 

265

 

 

 

(1,774

)

 

 

(4,409

)

Balance at June 30,

 

$

23,052

 

 

$

3,734

 

 

$

23,052

 

 

$

3,734

 

 

15


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

Credit Quality Indicators. As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio and methodology for calculating the allowance for credit losses, management assigns and tracks loan grades to be used as credit quality indicators. The following is a general description of the loan grades used:

Grade 1—Credits in this category have risk potential that is virtually nonexistent. These loans may be secured by insured certificates of deposit, insured savings accounts, U.S. Government securities and highly rated municipal bonds.

Grade 2—Credits in this category are of the highest quality. These borrowers represent top rated companies and individuals with unquestionable financial standing with excellent global cash flow coverage, net worth, liquidity and collateral coverage.

Grade 3—Credits in this category are not immune from risk but are well protected by the collateral and paying capacity of the borrower. These loans may exhibit a minor unfavorable credit factor, but the overall credit is sufficiently strong to minimize the possibility of loss.

Grade 4—Credits in this category are considered to be of acceptable credit quality with moderately greater risk than Grade 3 and receiving closer monitoring. Loans in this category have sources of repayment that remain sufficient to preclude a larger than normal probability of default and secondary sources are likewise currently of sufficient quantity, quality, and liquidity to protect the Company against loss of principal and interest. These borrowers have specific risk factors, but the overall strength of the credit is acceptable based on other mitigating credit and/or collateral factors and can repay the debt in the normal course of business.

Grade 5—Credits in this category constitute an undue and unwarranted credit risk; however, the factors do not rise to a level of substandard. These credits have potential weaknesses and/or declining trends that, if not corrected, could expose the Company to risk at a future date. These loans are monitored on the Company’s internally-generated watch list and evaluated on a quarterly basis.

Grade 6—Credits in this category are considered “substandard” but “non-impaired” loans in accordance with regulatory guidelines. Loans in this category have well-defined weakness that, if not corrected, could make default of principal and interest possible. Loans in this category are still accruing interest and may be dependent upon secondary sources of repayment and/or collateral liquidation.

Grade 7—Credits in this category are deemed “substandard” and “impaired” pursuant to regulatory guidelines. As such, the Company has determined that it is probable that less than 100% of the contractual principal and interest will be collected. These loans are individually evaluated for a specific reserve and will typically have the accrual of interest stopped.

Grade 8—Credits in this category include “doubtful” loans in accordance with regulatory guidance. Such loans are no longer accruing interest and factors indicate a loss is imminent. These loans are also deemed “impaired.” While a specific reserve may be in place while the loan and collateral are being evaluated, these loans are typically charged down to an amount the Company estimates is collectible.

Grade 9—Credits in this category are deemed a “loss” in accordance with regulatory guidelines and have been charged off or charged down. The Company may continue collection efforts and may have partial recovery in the future.

 

16


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

The following tables present loans by risk grade, by category of loan and year of origination/renewal at June 30, 2023.

 

 

 

Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

Prior

 

 

Revolving Loans

 

 

Revolving Loans Converted to Term Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, Land Development and Other Land Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

613

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

613

 

Grade 2

 

 

675

 

 

 

183

 

 

 

 

 

 

 

 

 

 

 

 

75

 

 

 

 

 

 

 

 

 

933

 

Grade 3

 

 

235,834

 

 

 

1,202,677

 

 

 

618,940

 

 

 

241,563

 

 

 

23,496

 

 

 

178,408

 

 

 

170,350

 

 

 

 

 

 

2,671,268

 

Grade 4

 

 

9,564

 

 

 

91,646

 

 

 

84,853

 

 

 

34,908

 

 

 

6,293

 

 

 

12,364

 

 

 

5,514

 

 

 

 

 

 

245,142

 

Grade 5

 

 

 

 

 

1,119

 

 

 

4,399

 

 

 

 

 

 

18,720

 

 

 

637

 

 

 

998

 

 

 

 

 

 

25,873

 

Grade 6

 

 

 

 

 

 

 

 

5,572

 

 

 

3,012

 

 

 

 

 

 

1,190

 

 

 

 

 

 

 

 

 

9,774

 

Grade 7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,588

 

 

 

272

 

 

 

 

 

 

1,860

 

Grade 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCD Loans

 

 

43,047

 

 

 

144,306

 

 

 

35,528

 

 

 

7,173

 

 

 

3,581

 

 

 

7,516

 

 

 

18,402

 

 

 

 

 

 

259,553

 

Total

 

$

289,733

 

 

$

1,439,931

 

 

$

749,292

 

 

$

286,656

 

 

$

52,090

 

 

$

201,778

 

 

$

195,536

 

 

$

 

 

$

3,215,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross write-offs

 

$

 

 

$

77

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and Agriculture Real Estate (includes Farmland)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

854

 

 

$

1,372

 

 

$

289

 

 

$

363

 

 

$

40

 

 

$

595

 

 

$

9,109

 

 

$

9

 

 

$

12,631

 

Grade 2

 

 

 

 

 

75

 

 

 

106

 

 

 

 

 

 

 

 

 

1,094

 

 

 

52

 

 

 

 

 

 

1,327

 

Grade 3

 

 

101,112

 

 

 

217,319

 

 

 

89,827

 

 

 

49,421

 

 

 

39,434

 

 

 

108,656

 

 

 

86,124

 

 

 

547

 

 

 

692,440

 

Grade 4

 

 

8,652

 

 

 

11,841

 

 

 

19,339

 

 

 

4,343

 

 

 

587

 

 

 

9,407

 

 

 

16,788

 

 

 

670

 

 

 

71,627

 

Grade 5

 

 

213

 

 

 

800

 

 

 

291

 

 

 

 

 

 

441

 

 

 

1,522

 

 

 

 

 

 

 

 

 

3,267

 

Grade 6

 

 

 

 

 

 

 

 

119

 

 

 

 

 

 

 

 

 

478

 

 

 

 

 

 

 

 

 

597

 

Grade 7

 

 

 

 

 

 

 

 

1,014

 

 

 

 

 

 

17

 

 

 

168

 

 

 

 

 

 

 

 

 

1,199

 

Grade 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCD Loans

 

 

207

 

 

 

2,358

 

 

 

1,795

 

 

 

3,851

 

 

 

1,213

 

 

 

3,746

 

 

 

8,118

 

 

 

 

 

 

21,288

 

Total

 

$

111,038

 

 

$

233,765

 

 

$

112,780

 

 

$

57,978

 

 

$

41,732

 

 

$

125,666

 

 

$

120,191

 

 

$

1,226

 

 

$

804,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross write-offs

 

$

 

 

$

 

 

$

 

 

$

113

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 Family (includes Home Equity) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

77

 

 

$

161

 

 

$

 

 

$

111

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

349

 

Grade 2

 

 

1,969

 

 

 

1,430

 

 

 

160

 

 

 

256

 

 

 

33

 

 

 

3,432

 

 

 

110

 

 

 

 

 

 

7,390

 

Grade 3

 

 

833,650

 

 

 

1,904,045

 

 

 

2,147,286

 

 

 

1,091,293

 

 

 

452,578

 

 

 

1,060,720

 

 

 

103,023

 

 

 

1,997

 

 

 

7,594,592

 

Grade 4

 

 

4,917

 

 

 

19,150

 

 

 

25,097

 

 

 

6,081

 

 

 

8,484

 

 

 

52,762

 

 

 

3,003

 

 

 

 

 

 

119,494

 

Grade 5

 

 

 

 

 

62

 

 

 

 

 

 

123

 

 

 

4,443

 

 

 

4,939

 

 

 

 

 

 

 

 

 

9,567

 

Grade 6

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

142

 

 

 

1,821

 

 

 

 

 

 

 

 

 

1,978

 

Grade 7

 

 

 

 

 

2,538

 

 

 

3,966

 

 

 

2,521

 

 

 

1,666

 

 

 

8,434

 

 

 

 

 

 

 

 

 

19,125

 

Grade 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCD Loans

 

 

159

 

 

 

1,389

 

 

 

520

 

 

 

439

 

 

 

644

 

 

 

2,237

 

 

 

 

 

 

 

 

 

5,388

 

Total

 

$

840,772

 

 

$

1,928,775

 

 

$

2,177,029

 

 

$

1,100,839

 

 

$

467,990

 

 

$

1,134,345

 

 

$

106,136

 

 

$

1,997

 

 

$

7,757,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross write-offs

 

$

 

 

$

 

 

$

50

 

 

$

26

 

 

$

 

 

$

25

 

 

$

 

 

$

 

 

$

101

 

 

 

17


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

 

 

Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

Prior

 

 

Revolving Loans

 

 

Revolving Loans Converted to Term Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate (includes Multi-Family Residential)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

72

 

 

$

 

 

$

72

 

Grade 2

 

 

 

 

 

6,281

 

 

 

 

 

 

494

 

 

 

 

 

 

2,570

 

 

 

 

 

 

 

 

 

9,345

 

Grade 3

 

 

286,506

 

 

 

913,630

 

 

 

689,196

 

 

 

504,351

 

 

 

323,489

 

 

 

1,210,720

 

 

 

87,435

 

 

 

159

 

 

 

4,015,486

 

Grade 4

 

 

16,871

 

 

 

106,653

 

 

 

153,488

 

 

 

182,227

 

 

 

105,228

 

 

 

647,105

 

 

 

17,722

 

 

 

 

 

 

1,229,294

 

Grade 5

 

 

 

 

 

 

 

 

366

 

 

 

 

 

 

15,009

 

 

 

59,345

 

 

 

818

 

 

 

 

 

 

75,538

 

Grade 6

 

 

 

 

 

 

 

 

386

 

 

 

12,069

 

 

 

17,644

 

 

 

89,426

 

 

 

 

 

 

 

 

 

119,525

 

Grade 7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,653

 

 

 

9,613

 

 

 

 

 

 

 

 

 

13,266

 

Grade 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCD Loans

 

 

11,270

 

 

 

43,268

 

 

 

35,119

 

 

 

8,250

 

 

 

7,885

 

 

 

107,679

 

 

 

529

 

 

 

 

 

 

214,000

 

Total

 

$

314,647

 

 

$

1,069,832

 

 

$

878,555

 

 

$

707,391

 

 

$

472,908

 

 

$

2,126,458

 

 

$

106,576

 

 

$

159

 

 

$

5,676,526

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross write-offs

 

$

 

 

$

14,975

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

14,975

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and Industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

8,184

 

 

$

12,760

 

 

$

9,897

 

 

$

4,340

 

 

$

1,934

 

 

$

6,301

 

 

$

33,881

 

 

$

25

 

 

$

77,322

 

Grade 2

 

 

676

 

 

 

9,264

 

 

 

327

 

 

 

228

 

 

 

 

 

 

3,954

 

 

 

2,767

 

 

 

 

 

 

17,216

 

Grade 3

 

 

142,559

 

 

 

301,751

 

 

 

188,560

 

 

 

77,413

 

 

 

76,000

 

 

 

166,299

 

 

 

1,056,888

 

 

 

1,632

 

 

 

2,011,102

 

Grade 4

 

 

94,245

 

 

 

21,721

 

 

 

7,764

 

 

 

10,075

 

 

 

10,549

 

 

 

115,265

 

 

 

149,350

 

 

 

213

 

 

 

409,182

 

Grade 5

 

 

 

 

 

22,546

 

 

 

11,078

 

 

 

1,277

 

 

 

439

 

 

 

1,052

 

 

 

8,434

 

 

 

 

 

 

44,826

 

Grade 6

 

 

44

 

 

 

425

 

 

 

300

 

 

 

1,006

 

 

 

1,463

 

 

 

1,041

 

 

 

8,985

 

 

 

34

 

 

 

13,298

 

Grade 7

 

 

 

 

 

15,602

 

 

 

72

 

 

 

1,311

 

 

 

171

 

 

 

1,202

 

 

 

3,853

 

 

 

18

 

 

 

22,229

 

Grade 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCD Loans

 

 

8,619

 

 

 

29,465

 

 

 

13,230

 

 

 

5,188

 

 

 

5,813

 

 

 

1,660

 

 

 

86,905

 

 

 

 

 

 

150,880

 

Total

 

$

254,327

 

 

$

413,534

 

 

$

231,228

 

 

$

100,838

 

 

$

96,369

 

 

$

296,774

 

 

$

1,351,063

 

 

$

1,922

 

 

$

2,746,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross write-offs

 

$

 

 

$

629

 

 

$

20

 

 

$

24

 

 

$

 

 

$

15

 

 

$

554

 

 

$

 

 

$

1,242

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

7,023

 

 

$

8,146

 

 

$

4,156

 

 

$

3,019

 

 

$

1,433

 

 

$

6,911

 

 

$

1,777

 

 

$

 

 

$

32,465

 

Grade 2

 

 

94

 

 

 

14,212

 

 

 

 

 

 

422

 

 

 

 

 

 

2,420

 

 

 

5,007

 

 

 

 

 

 

22,155

 

Grade 3

 

 

56,455

 

 

 

47,120

 

 

 

30,581

 

 

 

28,933

 

 

 

13,473

 

 

 

13,799

 

 

 

51,660

 

 

 

 

 

 

242,021

 

Grade 4

 

 

67

 

 

 

39

 

 

 

1,233

 

 

 

1,144

 

 

 

1,348

 

 

 

632

 

 

 

3,924

 

 

 

 

 

 

8,387

 

Grade 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

5

 

Grade 6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 7

 

 

 

 

 

 

 

 

 

 

 

40

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

44

 

Grade 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCD Loans

 

 

 

 

 

19

 

 

 

45

 

 

 

11

 

 

 

29

 

 

 

 

 

 

26

 

 

 

 

 

 

130

 

Total

 

$

63,639

 

 

$

69,536

 

 

$

36,015

 

 

$

33,569

 

 

$

16,287

 

 

$

23,762

 

 

$

62,399

 

 

$

 

 

$

305,207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross write-offs

 

$

2,414

 

 

$

33

 

 

$

4

 

 

$

 

 

$

5

 

 

$

20

 

 

$

40

 

 

$

 

 

$

2,516

 

 

 

 

18


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

 

 

Term Loans

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

Prior

 

 

Revolving Loans

 

 

Revolving Loans Converted to Term Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse Purchase Program

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Grade 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 3

 

 

1,148,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,148,883

 

Grade 4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCD Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,148,883

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

1,148,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross write-offs

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

16,751

 

 

$

22,439

 

 

$

14,342

 

 

$

7,833

 

 

$

3,407

 

 

$

13,807

 

 

$

44,839

 

 

$

34

 

 

$

123,452

 

Grade 2

 

 

3,414

 

 

 

31,445

 

 

 

593

 

 

 

1,400

 

 

 

33

 

 

 

13,545

 

 

 

7,936

 

 

 

 

 

 

58,366

 

Grade 3

 

 

2,804,999

 

 

 

4,586,542

 

 

 

3,764,390

 

 

 

1,992,974

 

 

 

928,470

 

 

 

2,738,602

 

 

 

1,555,480

 

 

 

4,335

 

 

 

18,375,792

 

Grade 4

 

 

134,316

 

 

 

251,050

 

 

 

291,774

 

 

 

238,778

 

 

 

132,489

 

 

 

837,535

 

 

 

196,301

 

 

 

883

 

 

 

2,083,126

 

Grade 5

 

 

213

 

 

 

24,527

 

 

 

16,134

 

 

 

1,400

 

 

 

39,052

 

 

 

67,495

 

 

 

10,255

 

 

 

 

 

 

159,076

 

Grade 6

 

 

44

 

 

 

425

 

 

 

6,377

 

 

 

16,102

 

 

 

19,249

 

 

 

93,956

 

 

 

8,985

 

 

 

34

 

 

 

145,172

 

Grade 7

 

 

 

 

 

18,140

 

 

 

5,052

 

 

 

3,872

 

 

 

5,511

 

 

 

21,005

 

 

 

4,125

 

 

 

18

 

 

 

57,723

 

Grade 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCD Loans

 

 

63,302

 

 

 

220,805

 

 

 

86,237

 

 

 

24,912

 

 

 

19,165

 

 

 

122,838

 

 

 

113,980

 

 

 

 

 

 

651,239

 

Total

 

$

3,023,039

 

 

$

5,155,373

 

 

$

4,184,899

 

 

$

2,287,271

 

 

$

1,147,376

 

 

$

3,908,783

 

 

$

1,941,901

 

 

$

5,304

 

 

$

21,653,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross write-offs

 

$

2,414

 

 

$

15,714

 

 

$

74

 

 

$

163

 

 

$

5

 

 

$

60

 

 

$

594

 

 

$

 

 

$

19,024

 

 

(1)
Includes $10.7 million of residential mortgage loans held for sale at June 30, 2023.

 

Allowance for Credit Losses on Loans. The allowance for credit losses is adjusted through charges to earnings in the form of a provision for credit losses. Management has established an allowance for credit losses which it believes is adequate as of June 30, 2023 for estimated losses in the Company’s loan portfolio. The amount of the allowance for credit losses on loans is affected by the following: (1) charge-offs of loans that occur when loans are deemed uncollectible and decrease the allowance, (2) recoveries on loans previously charged off that increase the allowance, (3) provisions for credit losses charged to earnings that increase the allowance, and (4) provision releases returned to earnings that decrease the allowance. Based on an evaluation of the loan portfolio and consideration of the factors listed below, management presents a quarterly review of the allowance for credit losses to the Bank’s Board of Directors, indicating any change in the allowance since the last review and any recommendations as to adjustments in the allowance. Although management believes it uses the best information available to make determinations with respect to the allowance for credit losses, future adjustments may be necessary if economic conditions or borrower performance differ from the assumptions used in making the initial determinations.

The Company’s allowance for credit losses on loans consists of two components: (1) a specific valuation allowance based on expected losses on specifically identified loans and (2) a general valuation allowance based on historical lifetime loan loss experience, current economic conditions, reasonable and supportable forecasted economic conditions and other qualitative risk factors both internal and external to the Company.

19


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

In setting the specific valuation allowance, the Company follows a loan review program to evaluate the credit risk in the total loan portfolio and assigns risk grades to each loan. Through this loan review process, the Company maintains an internal list of impaired loans, which along with the delinquency list of loans, helps management assess the overall quality of the loan portfolio and the adequacy of the allowance for credit losses. All loans that have been identified as impaired are reviewed on a quarterly basis in order to determine whether a specific reserve is required. For certain impaired loans, the Company allocates a specific loan loss reserve primarily based on the value of the collateral securing the impaired loan in accordance with ASC Topic 326-20, “Financial Instruments – Credit Losses.” The specific reserves are determined on an individual loan basis. Loans for which specific reserves are provided are excluded from the general valuation allowance described below.

In connection with this review of the loan portfolio, the Company considers risk elements attributable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements include:

for 1-4 family residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan to value ratio, and the age, condition and marketability of collateral;
for commercial real estate loans and multifamily residential loans, the debt service coverage ratio (income from the property in excess of operating expenses compared to loan payment requirements), operating results of the owner in the case of owner-occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;
for construction, land development and other land loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio;
for commercial and industrial loans, the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral;
for the Warehouse Purchase Program, the capitalization and liquidity of the mortgage banking client, the operating experience, the client’s satisfactory underwriting of purchased loans and the consistent timeliness by the client of loan resale to investors;
for agriculture real estate loans, the experience and financial capability of the borrower, projected debt service coverage of the operations of the borrower and loan to value ratio; and
for non-real estate agriculture loans, the operating results, experience and financial capability of the borrower, historical and expected market conditions and the value, nature and marketability of collateral.

In addition, for each category, the Company considers secondary sources of income and the financial strength and credit history of the borrower and any guarantors.

In determining the amount of the general valuation allowance, management considers factors such as historical lifetime loan loss experience, concentration risk of specific loan types, the volume, growth and composition of the Company’s loan portfolio, current economic conditions and reasonable and supportable forecasted economic conditions that may affect borrower ability to pay and the value of collateral, the evaluation of the Company’s loan portfolio through its internal loan review process, other qualitative risk factors both internal and external to the Company and other relevant factors in accordance with ASC Topic 326, “Financial Instruments – Credit Losses.” Historical lifetime loan loss experience is determined by utilizing an open-pool (“cumulative loss rate”) methodology. Adjustments to the historical lifetime loan loss experience are made for differences in current loan pool risk characteristics such as portfolio concentrations, delinquency, non-accrual, and watch list levels, as well as changes in current and forecasted economic conditions such as unemployment rates, property and collateral values, and other indices relating to economic activity. The utilization of reasonable and supportable forecasts includes an immediate reversion to lifetime historical loss rates. Based on a review of these factors for each loan type, the Company applies an estimated percentage to the outstanding balance of each loan type, excluding any loan that has a specific reserve. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

20


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

The following table details activity in the allowance for credit losses on loans by category of loan for the three and six months ended June 30, 2023 and 2022.

 

 

 

Construction, Land Development and Other Land Loans

 

 

Agriculture and Agriculture Real Estate (includes Farmland)

 

 

1-4 Family (includes Home Equity)

 

 

Commercial Real Estate (includes Multi-Family Residential)

 

 

Commercial and Industrial

 

 

Consumer and Other

 

 

Total

 

 

 

(Dollars in thousands)

 

Allowance for credit losses on loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2023

 

$

80,561

 

 

$

8,061

 

 

$

62,538

 

 

$

67,972

 

 

$

57,296

 

 

$

5,763

 

 

$

282,191

 

Initial allowance on loans purchased with credit deterioration

 

 

15,237

 

 

 

2,914

 

 

 

1,590

 

 

 

21,002

 

 

 

26,332

 

 

 

24

 

 

 

67,099

 

Provision for credit losses on loans

 

 

(3,890

)

 

 

201

 

 

 

3,524

 

 

 

12,748

 

 

 

(1,498

)

 

 

899

 

 

 

11,984

 

Charge-offs

 

 

(77

)

 

 

(113

)

 

 

(36

)

 

 

(14,975

)

 

 

(341

)

 

 

(1,291

)

 

 

(16,833

)

Recoveries

 

 

27

 

 

 

191

 

 

 

106

 

 

 

18

 

 

 

181

 

 

 

245

 

 

 

768

 

Net (charge-offs) recoveries

 

 

(50

)

 

 

78

 

 

 

70

 

 

 

(14,957

)

 

 

(160

)

 

 

(1,046

)

 

 

(16,065

)

Balance June 30, 2023

 

$

91,858

 

 

$

11,254

 

 

$

67,722

 

 

$

86,765

 

 

$

81,970

 

 

$

5,640

 

 

$

345,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2022

 

$

78,853

 

 

$

7,699

 

 

$

60,795

 

 

$

66,272

 

 

$

62,319

 

 

$

5,638

 

 

$

281,576

 

Initial allowance on loans purchased with credit deterioration

 

 

15,237

 

 

 

2,914

 

 

 

1,590

 

 

 

21,002

 

 

 

26,332

 

 

 

24

 

 

 

67,099

 

Provision for credit losses

 

 

(2,195

)

 

 

557

 

 

 

5,127

 

 

 

14,447

 

 

 

(7,993

)

 

 

2,041

 

 

 

11,984

 

Charge-offs

 

 

(77

)

 

 

(113

)

 

 

(101

)

 

 

(14,975

)

 

 

(1,242

)

 

 

(2,516

)

 

 

(19,024

)

Recoveries

 

 

40

 

 

 

197

 

 

 

311

 

 

 

19

 

 

 

2,554

 

 

 

453

 

 

 

3,574

 

Net charge-offs

 

 

(37

)

 

 

84

 

 

 

210

 

 

 

(14,956

)

 

 

1,312

 

 

 

(2,063

)

 

 

(15,450

)

Balance June 30, 2023

 

$

91,858

 

 

$

11,254

 

 

$

67,722

 

 

$

86,765

 

 

$

81,970

 

 

$

5,640

 

 

$

345,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses on loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2022

 

$

61,007

 

 

$

7,903

 

 

$

59,368

 

 

$

74,103

 

 

$

76,303

 

 

$

6,479

 

 

$

285,163

 

Provision for credit losses

 

 

2,717

 

 

 

426

 

 

 

696

 

 

 

(3,697

)

 

 

(806

)

 

 

664

 

 

 

 

Charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(192

)

 

 

(1,268

)

 

 

(1,460

)

Recoveries

 

 

5

 

 

 

9

 

 

 

32

 

 

 

(395

)

 

 

389

 

 

 

216

 

 

 

256

 

Net charge-offs

 

 

5

 

 

 

9

 

 

 

32

 

 

 

(395

)

 

 

197

 

 

 

(1,052

)

 

 

(1,204

)

Balance June 30, 2022

 

$

63,729

 

 

$

8,338

 

 

$

60,096

 

 

$

70,011

 

 

$

75,694

 

 

$

6,091

 

 

$

283,959

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2021

 

$

58,897

 

 

$

7,759

 

 

$

56,710

 

 

$

75,005

 

 

$

80,412

 

 

$

7,597

 

 

$

286,380

 

Provision for credit losses

 

 

5,257

 

 

 

467

 

 

 

3,441

 

 

 

(4,965

)

 

 

(4,901

)

 

 

701

 

 

 

 

Charge-offs

 

 

(435

)

 

 

(155

)

 

 

(100

)

 

 

(39

)

 

 

(663

)

 

 

(2,675

)

 

 

(4,067

)

Recoveries

 

 

10

 

 

 

267

 

 

 

45

 

 

 

10

 

 

 

846

 

 

 

468

 

 

 

1,646

 

Net charge-offs

 

 

(425

)

 

 

112

 

 

 

(55

)

 

 

(29

)

 

 

183

 

 

 

(2,207

)

 

 

(2,421

)

Balance June 30, 2022

 

$

63,729

 

 

$

8,338

 

 

$

60,096

 

 

$

70,011

 

 

$

75,694

 

 

$

6,091

 

 

$

283,959

 

 

 

The allowance for credit losses on loans as of June 30, 2023 totaled $345.2 million or 1.59% of total loans, including acquired loans with discounts, an increase of $63.6 million or 22.6% compared to the allowance for credit losses on loans totaling $281.6 million or 1.49% of total loans, including acquired loans with discounts, as of December 31, 2022. The provision for credit losses was $18.5 million for the three and six months ended June 30, 2023 compared to no provision for credit losses for the three and six months ended June 30, 2022. As a result of the loans acquired in the Merger that was completed on May 1, 2023, the second quarter of 2023 included a $12.0 million provision for credit losses on loans and a $6.5 million provision for credit losses on off-balance sheet credit exposures.

 

21


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

Net charge-offs were $16.1 million and $15.5 million for the three and six months ended June 30, 2023, respectively, compared to net charge-offs of $1.2 million and $2.4 million for the three and six months ended June 30, 2022, respectively. Net charge-offs for the three and six months ended June 30, 2023 both included $15.0 million related to one commercial real estate loan obtained in a previous merger. Additionally, $3.5 million and $3.7 million of specific reserves on resolved PCD loans without any related charge-offs was released to the general reserve for the three and six months ended June 30, 2023, respectively.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures. The allowance for credit losses on off-balance sheet credit exposures estimates expected credit losses over the contractual period in which there is exposure to credit risk via a contractual obligation to extend credit, except when an obligation is unconditionally cancellable by the Company. The allowance is adjusted by provisions for credit losses charged to earnings that increase the allowance, or by provision releases returned to earnings that decrease the allowance. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on the commitments expected to fund. The estimate of commitments expected to fund is affected by historical analysis of utilization rates. The expected credit loss rates applied to the commitments expected to fund are affected by the general valuation allowance utilized for outstanding balances with the same underlying assumptions and drivers. As of June 30, 2023 and December 31, 2022, the Company had $36.5 million and $29.9 million in allowance for credit losses on off-balance sheet credit exposures, respectively; with the increase primarily due to the Merger. The allowance for credit losses on off-balance sheet credit exposures is a separate line item on the Company’s consolidated balance sheet. As of June 30, 2023, the Company had $2.57 billion in commitments expected to fund.

The following table represents a rollforward of the allowance for credit losses on off-balance sheet credit exposures for the periods shown.

 

 

Three Months Ended June 30

 

 

Six Months Ended June 30

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Balance at beginning of period

 

$

29,947

 

 

$

29,947

 

 

$

29,947

 

 

$

29,947

 

Provision for credit losses on off-balance sheet credit exposures

 

 

6,556

 

 

 

 

 

 

6,556

 

 

 

 

Balance at end of period

 

$

36,503

 

 

$

29,947

 

 

$

36,503

 

 

$

29,947

 

 

Loan Modifications Made to Borrowers Experiencing Financial Difficulty. On January 1, 2023, the Company adopted ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings. and Vintage Disclosures”, which eliminated the accounting guidance for troubled debt restructurings and enhanced disclosures for certain loan refinancing and restructurings to borrowers experiencing financial difficulty. This guidance was applied on a prospective basis. As of the adoption date, all restructurings, including restructurings for borrowers experiencing financial difficulty, are evaluated to determine whether they result in a new loan or a continuation of an existing loan. Upon adoption of this guidance, the Company only establishes a specific reserve for modifications to borrowers experiencing financial difficulty when the loan is identified as impaired. The effect of most modifications of loans made to borrowers who are experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance. The Company adjusts the terms of loans for certain borrowers when it believes such changes will help its customers manage their loan obligations and increase the collectability of the loans.

Modifications to borrowers experiencing financial difficulty may include but are not limited to changes in committed loan amount, interest rate, amortization, note maturity, borrower, guarantor, collateral, forbearance, forgiveness of principal or interest, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. The approval of modifications of loans for borrowers experiencing financial difficulty are handled on a case-by-case basis.

 

22


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

The following table displays the amortized cost of loans that were both experiencing financial difficulty and modified during the three and six months ended June 30, 2023, presented by category of loan and type of modification.

 

 

 

Payment Delay

 

 

Term Extension

 

 

Interest Rate Reduction

 

 

Total

 

 

Percentage of Total Loans Held for Investment

 

 

 

(Dollars in thousands)

 

 

 

 

Three Months Ended June 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

 

 

 

 

 

$

304

 

 

$

304

 

 

 

0.00

%

Construction, land development and other land loans

 

 

 

 

 

1,175

 

 

 

 

 

 

1,175

 

 

 

0.01

%

Commercial real estate (includes multi-family residential)

 

 

1,294

 

 

 

 

 

 

 

 

 

1,294

 

 

 

0.01

%

Total

 

$

1,294

 

 

$

1,175

 

 

$

304

 

 

$

2,773

 

 

 

0.02

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

 

 

$

 

 

$

304

 

 

$

304

 

 

 

0.00

%

Construction, land development and other land loans

 

 

 

 

 

5,408

 

 

 

 

 

 

5,408

 

 

 

0.03

%

Commercial real estate (includes multi-family residential)

 

 

1,294

 

 

 

 

 

 

 

 

 

1,294

 

 

 

0.01

%

Total

 

$

1,294

 

 

$

5,408

 

 

$

304

 

 

$

7,006

 

 

 

0.04

%

 

The following tables describe the financial effect of the modifications made to loans whose borrowers are experiencing financial difficulty:

 

Payment Delay

Loan Type

 

Three Months Ended June 30, 2023

 

Six Months Ended June 30, 2023

Commercial real estate (includes multi-family residential)

 

Short-term principal deferral

 

Short-term principal deferral

 

 

 

 

 

Term Extension

Loan Type

 

Three Months Ended June 30, 2023

 

Six Months Ended June 30, 2023

Construction, land development and other land loans

 

Short-term extension

 

Short-term extension

 

 

 

 

 

Interest Rate Reduction

Loan Type

 

Three Months Ended June 30, 2023

 

Six Months Ended June 30, 2023

Commercial and industrial

 

Reduced contractual interest rate

 

Reduced contractual interest rate

 

The Company did not have any loans made to borrowers experiencing financial difficulty that were modified during the three and six months ended June 30, 2023 that subsequently defaulted and were modified in the twelve months prior to that default. Payment default is defined as movement to nonperforming status, foreclosure or charge-off, whichever occurs first.

 

Prior to the adoption of ASU 2022-02, the restructuring of a loan was considered a “troubled debt restructuring” if both (1) the borrower was experiencing financial difficulties and (2) the creditor had granted a concession. Concessions may have included interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. Loans that were restructured in a troubled debt restructuring loan prior to the adoption of ASU 2022-02 will continue to be accounted for under the historical troubled debt restructuring accounting until the loan is paid off, liquidated or subsequently modified. As of June 30, 2022, the Company had $933 thousand in outstanding troubled debt restructurings. For the six months ended June 30, 2022, the Company did not add any loans as new troubled debt restructurings. There were no charge-offs related to restructured loans for the six months ended June 30, 2022.

23


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

6. FAIR VALUE

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Fair values represent the estimated price that would be received from selling an asset or paid to transfer a liability, otherwise known as an “exit price.” Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets. ASC Topic 820, “Fair Value Measurements and Disclosures” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Fair Value Hierarchy

The Company groups financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) 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—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability.

The fair value disclosures below represent the Company’s estimates based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding current economic conditions, risk characteristics of the various 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 the above methodologies and assumptions could significantly affect the estimates.

24


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

The following tables present fair values for assets and liabilities measured at fair value on a recurring basis:

 

 

 

As of June 30, 2023

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

$

 

 

$

21,851

 

 

$

 

 

$

21,851

 

Collateralized mortgage obligations

 

 

 

 

 

342,815

 

 

 

 

 

 

342,815

 

Mortgage-backed securities

 

 

 

 

 

97,347

 

 

 

 

 

 

97,347

 

Total

 

$

 

 

$

462,013

 

 

$

 

 

$

462,013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate lock commitments

 

$

 

 

$

203

 

 

$

 

 

$

203

 

Forward mortgage-backed securities trades

 

 

 

 

 

122

 

 

 

 

 

 

122

 

Loan customer counterparty

 

 

 

 

 

 

 

 

 

 

 

 

Financial institution counterparty

 

 

 

 

 

5,318

 

 

 

 

 

 

5,318

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate lock commitments

 

$

 

 

$

1

 

 

$

 

 

$

1

 

Forward mortgage-backed securities trades

 

 

 

 

 

10

 

 

 

 

 

 

10

 

Loan customer counterparty

 

 

 

 

 

5,318

 

 

 

 

 

 

5,318

 

Financial institution counterparty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2022

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

 

 

$

357,402

 

 

$

 

 

$

357,402

 

Mortgage-backed securities

 

 

 

 

 

99,100

 

 

 

 

 

 

99,100

 

Total available for sale securities

 

$

 

 

$

456,502

 

 

$

 

 

$

456,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate lock commitments

 

$

 

 

$

94

 

 

$

 

 

$

94

 

Forward mortgage-backed securities trades

 

 

 

 

 

31

 

 

 

 

 

 

31

 

Loan customer counterparty

 

 

 

 

 

 

 

 

 

 

 

 

Financial institution counterparty

 

 

 

 

 

5,522

 

 

 

 

 

 

5,522

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate lock commitments

 

$

 

 

$

6

 

 

$

 

 

$

6

 

Forward mortgage-backed securities trades

 

 

 

 

 

 

 

 

 

 

 

 

Loan customer counterparty

 

 

 

 

 

5,522

 

 

 

 

 

 

5,522

 

Financial institution counterparty

 

 

 

 

 

 

 

 

 

 

 

 

 

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, 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). These instruments include other real estate owned, repossessed assets, held to maturity debt securities, loans held for sale and impaired loans, which are included as loans held for investment. For the three and six months ended June 30, 2023, the Company had additions to other real estate owned of $1.1 million and $1.6 million, respectively, of which $1.1 million were outstanding as of June 30, 2023. For the three and six months ended June 30, 2023, the Company had additions to impaired loans of $17.1 million and $22.5 million, respectively, of which $17.1 million and $20.8 million, respectively, were outstanding as of June 30, 2023. The remaining financial assets and liabilities measured at fair value on a non-recurring basis that were recorded in 2023 and remained outstanding at June 30, 2023 were not significant.

25


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

The following tables present carrying and fair value information of financial instruments as of the dates indicated:

 

 

 

As of June 30, 2023

 

 

 

Carrying

 

 

Estimated Fair Value

 

 

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

396,848

 

 

$

396,848

 

 

$

 

 

$

 

 

$

396,848

 

Federal funds sold

 

 

181

 

 

 

181

 

 

 

 

 

 

 

 

 

181

 

Held to maturity securities

 

 

13,205,306

 

 

 

 

 

 

11,647,080

 

 

 

 

 

 

11,647,080

 

Loans held for sale

 

 

10,656

 

 

 

 

 

 

10,656

 

 

 

 

 

 

10,656

 

Loans held for investment, net of allowance

 

 

20,149,198

 

 

 

 

 

 

 

 

 

19,488,281

 

 

 

19,488,281

 

Loans held for investment - Warehouse Purchase Program

 

 

1,148,883

 

 

 

 

 

 

1,148,883

 

 

 

 

 

 

1,148,883

 

Other real estate owned

 

 

3,107

 

 

 

 

 

 

3,107

 

 

 

 

 

 

3,107

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

10,364,921

 

 

$

 

 

$

10,364,921

 

 

$

 

 

$

10,364,921

 

Interest-bearing

 

 

17,015,965

 

 

 

 

 

 

16,963,645

 

 

 

 

 

 

16,963,645

 

Other borrowings

 

 

4,800,000

 

 

 

 

 

 

4,712,812

 

 

 

 

 

 

4,712,812

 

Securities sold under repurchase agreements

 

 

434,160

 

 

 

 

 

 

434,102

 

 

 

 

 

 

434,102

 

Subordianted debentures

 

 

3,093

 

 

 

 

 

 

3,088

 

 

 

 

 

 

3,088

 

 

 

 

As of December 31, 2022

 

 

 

Carrying

 

 

Estimated Fair Value

 

 

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

423,832

 

 

$

423,832

 

 

$

 

 

$

 

 

$

423,832

 

Federal funds sold

 

 

301

 

 

 

301

 

 

 

 

 

 

 

 

 

301

 

Held to maturity securities

 

 

14,019,503

 

 

 

 

 

 

12,387,125

 

 

 

 

 

 

12,387,125

 

Loans held for sale

 

 

554

 

 

 

 

 

 

554

 

 

 

 

 

 

554

 

Loans held for investment, net of allowance

 

 

17,817,077

 

 

 

 

 

 

 

 

 

17,550,309

 

 

 

17,550,309

 

Loans held for investment - Warehouse Purchase Program

 

 

740,620

 

 

 

 

 

 

740,620

 

 

 

 

 

 

740,620

 

Other real estate owned

 

 

1,963

 

 

 

 

 

 

1,963

 

 

 

 

 

 

1,963

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

10,915,448

 

 

$

 

 

$

10,915,448

 

 

$

 

 

$

10,915,448

 

Interest-bearing

 

 

17,618,083

 

 

 

 

 

 

17,563,711

 

 

 

 

 

 

17,563,711

 

Other borrowings

 

 

1,850,000

 

 

 

 

 

 

1,850,000

 

 

 

 

 

 

1,850,000

 

Securities sold under repurchase agreements

 

 

428,134

 

 

 

 

 

 

428,061

 

 

 

 

 

 

428,061

 

 

The following is a description of the fair value estimates, methods and assumptions that are used by the Company in estimating the fair values of financial instruments.

Loans held for sale— Loans held for sale are carried at the lower of cost or estimated fair value. Fair value for consumer mortgages held for sale is based on commitments on hand from investors or prevailing market prices. As such, the Company classifies loans held for sale subjected to nonrecurring fair value adjustments as Level 2.

Loans held for investment— The Company does not record loans at fair value on a recurring basis. As such, valuation techniques discussed herein for loans are primarily for estimating fair value disclosures. The Company refined the calculation to estimate fair value for loans held for investment to be in accordance with ASU 2016-01. The refined discounted cash flow calculation

26


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

to determine fair value considers internal and market-based information such as prepayment risk, cost of funds and liquidity. From time to time, the Company records nonrecurring fair value adjustments to impaired loans to reflect (1) partial write-downs that are based on the observable market price or current appraised value of the collateral, or (2) the full charge-off of the loan carrying value. Where appraisals are not available, estimated cash flows are discounted using a rate commensurate with the credit risk associated with those cash flows. Assumptions regarding credit risk, cash flows and discount rates are judgmentally determined using available market information and specific borrower information.

The Company classifies the estimated fair value of loans held for investment as Level 3.

Other real estate owned— Other real estate owned is primarily foreclosed properties securing residential loans and commercial real estate. Foreclosed assets are adjusted to fair value less estimated costs to sell upon transfer of the loans to other real estate owned. Subsequently, these assets are carried at the lower of carrying value or fair value less estimated costs to sell. Other real estate carried at fair value based on an observable market price or a current appraised value is classified by the Company as Level 2. When management determines that the fair value of other real estate requires additional adjustments, either as a result of a non-current appraisal or when there is no observable market price, the Company classifies the other real estate as Level 3.

The fair value estimates presented herein are based on pertinent information available to management at June 30, 2023. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

7. GOODWILL AND CORE DEPOSIT INTANGIBLES

Changes in the carrying amount of the Company’s goodwill and core deposit intangibles for the six months ended June 30, 2023 and the year ended December 31, 2022 were as follows:

 

 

Goodwill

 

 

Core Deposit Intangibles

 

 

 

(Dollars in thousands)

 

Balance as of December 31, 2021

 

$

3,231,636

 

 

$

61,684

 

Less:

 

 

 

 

 

 

Amortization

 

 

 

 

 

(10,336

)

Balance as of December 31, 2022

 

 

3,231,636

 

 

 

51,348

 

Less:

 

 

 

 

 

 

Amortization

 

 

 

 

 

(5,541

)

Add:

 

 

 

 

 

 

First Bancshares Merger

 

 

152,062

 

 

 

25,321

 

Balance as of June 30, 2023

 

$

3,383,698

 

 

$

71,128

 

 

Goodwill is recorded as of the acquisition date of each entity. The Company may record subsequent adjustments to goodwill for amounts undeterminable at acquisition date, such as deferred taxes and real estate valuations, and therefore the goodwill amounts may change accordingly. The Company initially records the total premium paid on acquisitions as goodwill. After finalizing the valuation, core deposit intangibles are identified and reclassified from goodwill to core deposit intangibles on the balance sheet. This reclassification has no effect on total assets, liabilities, shareholders’ equity, net income or cash flows. Management performs an evaluation annually, and more frequently if a triggering event occurs, of whether any impairment of the goodwill or core deposit intangibles has occurred. If any such impairment is determined, a write-down is recorded. As of June 30, 2023, there was no impairment recorded on goodwill and core deposit intangibles.

The measurement period for the Company to determine the fair value of acquired identifiable assets and assumed liabilities will be at the end of the earlier of (1) twelve months from the date of acquisition or (2) as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the date of acquisition.

27


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

Core deposit intangibles are being amortized on a non-pro rata basis over their estimated lives, which the Company believes is between 10 and 15 years. Amortization expense related to intangible assets totaled $3.2 million and $2.6 million for the three months ended June 30, 2023 and 2022, respectively, and $5.5 million and $5.2 million for the six months ended June 30, 2023 and 2022, respectively. The estimated aggregate future amortization expense for core deposit intangibles remaining as of June 30, 2023 is as follows (dollars in thousands):

 

Remaining 2023

 

$

7,135

 

2024

 

 

12,813

 

2025

 

 

11,409

 

2026

 

 

10,376

 

2027

 

 

9,288

 

Thereafter

 

 

20,107

 

Total

 

$

71,128

 

 

8. STOCK–BASED COMPENSATION

At June 30, 2023, Bancshares had one active stock-based incentive compensation plan with awards outstanding.

On March 3, 2020, Bancshares’ Board of Directors established the Prosperity Bancshares, Inc. 2020 Stock Incentive Plan (the “2020 Plan”), which was approved by Bancshares' shareholders on April 21, 2020. The 2020 Plan authorizes the issuance of up to 2,500,000 shares of common stock upon the exercise of options or pursuant to the grant or exercise, as the case may be, of other awards granted under the 2020 Plan, including incentive stock options, nonqualified stock options, stock appreciation rights, shares of restricted stock and restricted stock units. As of June 30, 2023, 65,432 shares of common stock had been issued pursuant to vested restricted stock awards and 510,093 shares of unvested restricted stock have been granted under the 2020 Plan.

As of June 30, 2023, the Company had no stock options outstanding. Stock-based compensation expense related to restricted stock was $2.7 million during the three months ended June 30, 2023 and 2022 and $5.9 million and $5.6 million during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was $13.3 million of total unrecognized compensation expense related to stock-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.76 years.

9. CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ITEMS

Contractual Obligations

The Company’s contractual obligations and other commitments to make future payments (other than deposit obligations and securities sold under repurchase agreements) as of June 30, 2023 are summarized below. The Company’s future cash payments associated with its contractual obligations pursuant to its subordinated debentures, the Federal Reserve's Bank Term Funding Program (“BTFP”) and Federal Home Loan Bank (“FHLB”) advances as of June 30, 2023 are summarized below. The future interest payments were calculated using the current rate in effect at June 30, 2023. Payments for the subordinated debentures include interest of $2.6 million that will be due over the future periods. In July 2023, the Company gave irrevocable notice of its intent to redeem the Subordinated Debentures on September 18, 2023. Payments under the BTFP include interest of $141.6 million that will be due over the future periods. These payments do not include prepayment options that may be available to the Company.

 

 

 

1 year or less

 

 

More than 1 year but less than 3 years

 

 

3 years or more but less than 5 years

 

 

5 years or more

 

 

Total

 

 

 

(Dollars in thousands)

 

Subordinated debentures

 

$

244

 

 

$

487

 

 

$

487

 

 

$

4,512

 

 

$

5,730

 

Bank Term Funding Program

 

 

3,141,614

 

 

 

 

 

 

 

 

 

 

 

 

3,141,614

 

Federal Home Loan Bank advances

 

 

1,800,000

 

 

 

 

 

 

 

 

 

 

 

 

1,800,000

 

 

 

$

4,941,858

 

 

$

487

 

 

$

487

 

 

$

4,512

 

 

$

4,947,344

 

 

28


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

Leases

The Company’s leases relate primarily to operating leases for office space and banking centers. The Company determines if an arrangement is a lease or contains a lease at inception. The Company’s leases have remaining lease terms of 1 to 17 years, which may include the option to extend the lease when it is reasonably certain for the Company to exercise that option. Operating lease right-of-use (ROU) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental collateralized borrowing rate to determine the present value of lease payments. Short-term leases and leases with variable lease costs are immaterial and the Company has one sublease arrangement. Sublease income was $688 thousand and $800 thousand for the three months ended June 30, 2023 and 2022, and $1.5 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, operating lease ROU assets and lease liabilities were approximately $40.7 million. ROU assets and lease liabilities were classified as other assets and other liabilities, respectively.

As of June 30, 2023, the weighted average of remaining lease terms of the Company’s operating leases was 5.2 years. The weighted average discount rate used to determine the lease liabilities as of June 30, 2023 for the Company’s operating leases was 2.7%. Cash paid for the Company’s operating leases was $3.1 million and $2.7 million, for the three months ended June 30, 2023 and 2022, respectively, and was $5.9 million and $5.5 million for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023 , the Company obtained $3.0 million in ROU assets in exchange for lease liabilities for six operating leases, four of which, reflecting $2.7 million in ROU assets, were related to the Merger.

The Company’s future undiscounted cash payments associated with its operating leases as of June 30, 2023 are summarized below (dollars in thousands).

 

Remaining 2023

 

$

5,469

 

2024

 

 

10,229

 

2025

 

 

9,663

 

2026

 

 

8,536

 

2027

 

 

5,568

 

2028

 

 

2,588

 

Thereafter

 

 

5,283

 

Total undiscounted lease payments

 

$

47,336

 

 

Off-Balance Sheet Items

In the normal course of business, the Company enters into various transactions that, in accordance with GAAP, are not included in its consolidated balance sheets. The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Company’s commitments associated with outstanding standby letters of credit, unused capacity on Warehouse Purchase Program loans and commitments to extend credit expiring by period as of June 30, 2023 are summarized below. Since commitments associated with letters of credit, unused capacity of Warehouse Purchase Program loans and commitments to extend credit may expire unused, the amounts shown may not necessarily reflect the actual future cash funding requirements.

 

 

 

1 year or less

 

 

More than 1 year but less than 3 years

 

 

3 years or more but less than 5 years

 

 

5 years or more

 

 

Total

 

 

 

(Dollars in thousands)

 

Standby letters of credit

 

$

70,552

 

 

$

8,001

 

 

$

2,578

 

 

$

26

 

 

$

81,157

 

Unused capacity on Warehouse Purchase Program loans

 

 

959,117

 

 

 

 

 

 

 

 

 

 

 

 

959,117

 

Commitments to extend credit

 

 

1,865,681

 

 

 

1,007,818

 

 

 

320,147

 

 

 

1,948,768

 

 

 

5,142,414

 

Total

 

$

2,895,350

 

 

$

1,015,819

 

 

$

322,725

 

 

$

1,948,794

 

 

$

6,182,688

 

 

29


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

The Company records an allowance for credit losses on off-balance sheet credit exposure that is adjusted through a charge to provision for credit losses on the Company’s consolidated statement of income. At June 30, 2023 and December 31, 2022, this allowance, reported as a separate line item on the Company’s consolidated balance sheet, totaled $36.5 million and $29.9 million, respectively. The increase in the allowance was primarily due to the Merger.

10. OTHER COMPREHENSIVE INCOME

The tax effects allocated to each component of other comprehensive income (loss) were as follows:

 

 

 

Three Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

 

Before Tax Amount

 

 

Tax Effect

 

 

Net of Tax Amount

 

 

Before Tax Amount

 

 

Tax Effect

 

 

Net of Tax Amount

 

 

 

(Dollars in thousands)

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain (loss) during period

 

$

1,006

 

 

$

(211

)

 

$

795

 

 

$

(598

)

 

$

125

 

 

$

(473

)

Total securities available for sale

 

 

1,006

 

 

 

(211

)

 

 

795

 

 

 

(598

)

 

 

125

 

 

 

(473

)

Total other comprehensive income (loss)

 

$

1,006

 

 

$

(211

)

 

$

795

 

 

$

(598

)

 

$

125

 

 

$

(473

)

 

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

 

Before Tax Amount

 

 

Tax Effect

 

 

Net of Tax Amount

 

 

Before Tax Amount

 

 

Tax Effect

 

 

Net of Tax Amount

 

 

 

(Dollars in thousands)

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain (loss) during period

 

$

1,002

 

 

$

(210

)

 

$

792

 

 

$

(773

)

 

$

162

 

 

$

(611

)

Total securities available for sale

 

 

1,002

 

 

 

(210

)

 

 

792

 

 

 

(773

)

 

 

162

 

 

 

(611

)

Total other comprehensive income (loss)

 

$

1,002

 

 

$

(210

)

 

$

792

 

 

$

(773

)

 

$

162

 

 

$

(611

)

 

Activity in accumulated other comprehensive income (loss) associated with securities available for sale, net of tax, was as follows:

 

 

 

Securities Available
for Sale

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

 

(Dollars in thousands)

 

Balance at December 31, 2022

 

$

(3,473

)

 

$

(3,473

)

Other comprehensive income

 

 

792

 

 

 

792

 

Balance at June 30, 2023

 

$

(2,681

)

 

$

(2,681

)

 

 

 

 

 

 

 

Balance at December 31, 2021

 

$

1,809

 

 

$

1,809

 

Other comprehensive loss

 

 

(611

)

 

 

(611

)

Balance at June 30, 2022

 

$

1,198

 

 

$

1,198

 

 

30


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

11. DERIVATIVE FINANCIAL INSTRUMENTS

The following table provides the outstanding notional balances and fair values of outstanding derivative positions at June 30, 2023 and December 31, 2022.

 

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

Outstanding
Notional
Balance

 

 

Asset
Derivative
Fair Value

 

 

Liability Derivative
Fair Value

 

 

Outstanding
Notional
Balance

 

 

Asset
Derivative
Fair Value

 

 

Liability Derivative
Fair Value

 

 

 

(Dollars in thousands)

 

Interest rate lock commitments

 

$

16,447

 

 

$

203

 

 

$

1

 

 

$

4,599

 

 

$

94

 

 

$

6

 

Forward mortgage-backed securities trades

 

 

27,250

 

 

 

122

 

 

 

10

 

 

 

5,250

 

 

 

31

 

 

 

 

Commercial loan interest rate swaps and caps:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan customer counterparty

 

 

67,657

 

 

 

 

 

 

5,318

 

 

 

93,214

 

 

 

 

 

 

5,522

 

Financial institution counterparty

 

 

67,657

 

 

 

5,318

 

 

 

 

 

 

93,214

 

 

 

5,522

 

 

 

 

 

These financial instruments are not designated as hedging instruments and are used for asset and liability management and commercial customers’ financing needs. All derivatives are carried at fair value in either other assets or other liabilities.

Interest rate lock commitments (“IRLCs”) — In the normal course of business, the Company enters into interest rate lock commitments with consumers to originate mortgage loans at a specified interest rate. These commitments, which contain fixed expiration dates, offer the borrower an interest rate guarantee provided the loan meets underwriting guidelines and closes within the timeframe established by the Company.

Forward mortgage-backed securities trades — The Company manages the changes in fair value associated with changes in interest rates related to IRLCs by using forward sold commitments known as forward mortgage-backed securities trades. These instruments are typically entered into at the time the interest rate lock commitment is made.

Interest rate swaps and caps — These derivative positions relate to transactions in which the Company enters into an interest rate swap or cap with a customer, while at the same time entering into an offsetting interest rate swap or cap with another financial institution. An interest rate swap transaction allows the Company’s customer to effectively convert a variable rate loan to a fixed rate. In connection with each swap, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, the Company agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. In connection with each interest rate cap, the Company sells a cap to the customer and agrees to pay interest if the underlying index exceeds the strike price defined in the cap agreement. Simultaneously the Company purchases a cap with matching terms from another financial institution that agrees to pay the Company if the underlying index exceeds the strike price.

The commercial loan customer counterparty weighted average received and paid interest rates for interest rate swaps outstanding at June 30, 2023 and December 31, 2022 are presented in the following table.

 

 

 

Weighted-Average Interest Rate

 

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

Received

 

 

Paid

 

 

Received

 

 

Paid

 

Loan customer counterparty

 

 

3.08

%

 

 

6.59

%

 

 

3.05

%

 

 

5.18

%

 

The Company’s credit exposure on interest rate swaps is limited to the net favorable value of all swaps by each counterparty, which was approximately $5.3 million at June 30, 2023 and $5.5 million at December 31, 2022. This credit exposure is partly mitigated as transactions with customers are secured by the collateral, if any, securing the underlying transaction being hedged. The Company’s credit exposure, net of collateral pledged, relating to interest rate swaps with upstream financial institution counter-parties was $358 thousand at June 30, 2023. A credit support annex is in place and allows the Company to call collateral from upstream financial institution counter-parties. Collateral levels are monitored and adjusted on a regular basis for changes in interest rate swap values. The Company’s cash collateral pledged for interest rate swaps was zero at June 30, 2023 and December 31, 2022.

31


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

The initial and subsequent changes in the fair value of IRLCs and the forward sales of mortgage-backed securities are recorded in net gain on sale of mortgage loans. These gains and losses were not attributable to instrument-specific credit risk. For interest rate swaps and caps, because the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts substantially offset each other and do not have a material impact on its results of operations. Income (loss) for the three and six months ended June 30, 2023 and 2022 was as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Derivatives not designated as hedging instruments

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Interest rate lock commitments

 

$

84

 

 

$

173

 

 

$

114

 

 

$

(5

)

Forward mortgage-backed securities trades

 

 

208

 

 

 

163

 

 

 

158

 

 

 

479

 

 

12. ACQUISITIONS

 

Merger of First Bancshares of Texas, Inc. — Effective May 1, 2023, the Company completed the Merger of First Bancshares into Bancshares and the subsequent merger of its wholly owned subsidiary FirstCapital Bank into the Bank. FirstCapital Bank operated 16 full-service banking offices in six different markets in West, North and Central Texas areas, including its main office in Midland, and banking offices in Midland, Lubbock, Amarillo, Wichita Falls, Burkburnett, Byers, Henrietta, Dallas, Horseshoe Bay, Marble Falls and Fredericksburg, Texas. As of March 31, 2023, First Bancshares, on a consolidated basis, reported total assets of $2.14 billion, total loans of $1.65 billion and total deposits of $1.71 billion. The acquisition was not considered significant to the Company’s financial statements and therefore pro forma financial data and related disclosures are not included.

 

Pursuant to the terms of the definitive agreement, Bancshares issued 3,583,370 shares of its common stock with a closing price of $62.62 per share plus approximately $91.5 million in cash for all outstanding shares of First Bancshares. As of June 30, 2023, the Company recognized goodwill of $152.1 million which does not include all the subsequent fair value adjustments that have not yet been finalized. Goodwill represents the excess of the total purchase price paid over the fair value of the assets acquired, net of the fair value of liabilities assumed. Additionally, as of June 30, 2023, total core deposit intangibles related to First Bancshares were $25.3 million. During the second quarter of 2023, the Company completed the operational conversion of FirstCapital Bank.

 

Pending Merger of Lone Star State Bancshares, Inc. — On October 11, 2022, Bancshares and Lone Star State Bancshares, Inc. (“Lone Star”) jointly announced the signing of a definitive merger agreement whereby Lone Star, the parent company of Lone Star State Bank of West Texas (“Lone Star Bank”), will merge with and into Bancshares. Lone Star Bank operates five banking offices in the West Texas area, including its main office in Lubbock, and one banking center in each of Brownfield, Midland, Odessa and Big Spring, Texas. As of June 30, 2023, Lone Star, on a consolidated basis, reported total assets of $1.28 billion, total loans of $1.07 billion and total deposits of $1.12 billion.

 

Under the terms of the merger agreement, Bancshares will issue 2,376,182 shares of its common stock plus $64.1 million in cash for all outstanding shares of Lone Star capital stock, subject to certain conditions and potential adjustments. Based on the closing price of Bancshares’ common stock of $69.27 on October 7, 2022, the total consideration was valued at approximately $228.7 million. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals. The shareholders of Lone Star approved the transaction on March 28, 2023. The transaction is expected to close during the third quarter of 2023, although delays could occur.

 

32


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Cautionary Notice Regarding Forward-Looking Statements

Statements and financial discussion and analysis contained in this quarterly report on Form 10-Q that are not statements of historical fact constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions and involve a number of risks and uncertainties, many of which are beyond the Company’s control. Forward-looking statements can be identified by words such as “believes,” “intends,” “expects,” “plans,” “will” and similar references to future periods. Many possible events or factors could affect the future financial results and performance of the Company and could cause such results or performance to differ materially from those expressed in the forward-looking statements. These possible events or factors include, but are not limited to:

changes in the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations resulting in, among other things, a deterioration in credit quality or reduced demand for credit, including the result and effect on the Company’s loan portfolio and allowance for credit losses;
volatility in interest rates and market prices, which could reduce the Company’s net interest margins, asset valuations and expense expectations;
changes in the levels of loan prepayments and the resulting effects on the value of the Company’s loan portfolio;
changes in local economic and business conditions, including fluctuations in the price of oil, natural gas and other commodities, which adversely affect the Company’s customers and their ability to transact profitable business with the company, including the ability of the Company’s borrowers to repay their loans according to their terms or a change in the value of the related collateral;
the potential impacts of climate change;
increased competition for deposits and loans adversely affecting rates and terms;
the timing, impact and other uncertainties of any future acquisitions, including the pending acquisition of Lone Star and the Company’s ability to identify suitable future acquisition candidates, the success or failure in the integration of their operations, and the ability to enter new markets successfully and capitalize on growth opportunities;
the possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on the results of operations;
increased credit risk in the Company’s assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a percentage of the total loan portfolio;
the concentration of the Company’s loan portfolio in loans collateralized by residential and commercial real estate;
the failure of assumptions underlying the establishment of and provisions made to the allowance for credit losses, including such assumptions related to potential, pending or recent acquisitions;
changes in the availability of funds resulting in increased costs or reduced liquidity;
a deterioration or downgrade in the credit quality and credit agency ratings of the securities in the Company’s securities portfolio;
increased asset levels and changes in the composition of assets and the resulting impact on the Company’s capital levels and regulatory capital ratios;
the Company’s ability to acquire, operate and maintain cost effective and efficient systems without incurring unexpectedly difficult or expensive but necessary technological changes;
the loss of senior management or operating personnel and the potential inability to hire qualified personnel at reasonable compensation levels;
government intervention in the U.S. financial system;
changes in statutes and government regulations or their interpretations applicable to financial holding companies and the Company’s present and future banking and other subsidiaries, including changes in tax requirements and tax rates;
the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;

33


 

poor performance by external vendors;
the cost and effects of a failure, interruption, or breach of security of the Company’s systems;
the failure of analytical and forecasting models and tools used by the Company to estimate expected credit losses and to measure the fair value of financial instruments;
additional risks from new lines of businesses or new products and services;
claims or litigation related to intellectual property or fiduciary responsibilities;
the failure of the Company’s enterprise risk management framework to identify or address risks adequately;
a failure in or breach of operational or security systems of the Company’s infrastructure, or those of its third-party vendors and other service providers, including as a result of cyber-attacks;
potential risk of environmental liability associated with lending activities;
acts of terrorism, an outbreak of hostilities, such as the war between Russia and Ukraine, or other international or domestic calamities, civil unrest, insurrections, other political, economic or diplomatic developments, including those caused by public health issues, outbreaks of diseases and pandemics, such as the COVID-19 pandemic, weather or other acts of God and other matters beyond the Company’s control; and
other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, or in the Company’s other reports and documents filed with the Securities and Exchange Commission.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. The Company believes it has chosen these assumptions or bases in good faith and that they are reasonable. However, the Company cautions that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. Therefore, the Company cautions against placing undue reliance on its forward-looking statements. The forward-looking statements speak only as of the date the statements are made. The Company undertakes no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of the Company’s balance sheets and statements of income. This section should be read in conjunction with the Company’s consolidated financial statements and accompanying notes included in Part I, Item 1 of this report and with the consolidated financial statements and accompanying notes and other detailed information appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

OVERVIEW

Prosperity Bancshares, Inc., a Texas corporation (“Bancshares”), is a registered financial holding company that derives substantially all of its revenues and income from the operation of its bank subsidiary, Prosperity Bank (the “Bank,” and together with Bancshares, the “Company”). The Bank provides a wide array of financial products and services to businesses and consumers throughout Texas and Oklahoma. As of June 30, 2023, the Bank operated 286 full-service banking locations: 65 in the Houston area, including The Woodlands; 30 in the South Texas area including Corpus Christi and Victoria; 63 in the Dallas/Fort Worth area; 22 in the East Texas area; 32 in the Central Texas area including Austin and San Antonio; 44 in the West Texas area including Lubbock, Midland-Odessa, Abilene; Amarillo and Wichita Falls; 16 in the Bryan/College Station area, 6 in the Central Oklahoma area; 8 in the Tulsa, Oklahoma area. The Company’s principal executive office is located at Prosperity Bank Plaza, 4295 San Felipe in Houston, Texas, and its telephone number is (281) 269-7199. The Company’s website address is www.prosperitybankusa.com. Information contained on the Company’s website is not incorporated by reference into this quarterly report on Form 10-Q and is not part of this or any other report.

The Company generates the majority of its revenues from interest income on loans, service charges and fees on customer accounts and income from investment in securities. The revenues are partially offset by interest expense paid on deposits and other borrowings and noninterest expenses such as administrative and occupancy expenses. Net interest income is the difference between interest income on earning assets such as loans and securities and interest expense on liabilities such as deposits and borrowings which are used to fund those assets. Net interest income is the Company’s largest source of revenue. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and margin.

Three principal components of the Company’s growth strategy are internal growth, efficient operations and acquisitions, including strategic merger transactions. The Company focuses on continual internal growth. The Company maintains separate data with respect to each banking center’s net interest income, efficiency ratio, deposit growth and loan growth for purposes of measuring its overall profitability. The Company also focuses on maintaining efficiency and stringent cost control practices and policies. The

34


 

Company has centralized many of its critical operations, such as data processing and loan processing. Management believes that this centralized infrastructure can accommodate substantial additional growth and achieve necessary controls while enabling the Company to minimize operational costs through certain economies of scale. The Company also intends to continue to seek expansion opportunities. On May 1, 2023, the Company acquired First Bancshares of Texas, Inc. (“First Bancshares”) headquartered in Midland, Texas, as described under “—Recent Acquisition” below. On October 11, 2022, Bancshares announced the signing of a definitive merger agreement with Lone Star State Bancshares, Inc. (“Lone Star”) headquartered in Lubbock, Texas, as described under “—Pending Acquisition” below.

Total assets were $39.91 billion at June 30, 2023 compared with $37.69 billion at December 31, 2022, an increase of $2.22 billion or 5.9%. Total loans were $21.65 billion at June 30, 2023 compared with $18.84 billion at December 31, 2022, an increase of $2.81 billion or 14.9%. Total deposits were $27.38 billion at June 30, 2023 compared with $28.53 billion at December 31, 2022, a decrease of $1.15 billion or 4.0%. Total shareholders’ equity was $6.97 billion at June 30, 2023 compared with $6.70 billion at December 31, 2022, an increase of $268.7 million or 4.0%.

RECENT ACQUISITION

Merger of First Bancshares of Texas, Inc. — Effective May 1, 2023, the Company completed the merger of First Bancshares into Bancshares and the subsequent merger of its wholly owned subsidiary, FirstCapital Bank of Texas, N.A. (“FirstCapital Bank”), into the Bank (collectively, the “Merger”). FirstCapital Bank operated 16 full-service banking offices in six different markets in West, North and Central Texas areas, including its main office in Midland, and banking offices in Midland, Lubbock, Amarillo, Wichita Falls, Burkburnett, Byers, Henrietta, Dallas, Horseshoe Bay, Marble Falls and Fredericksburg, Texas. As of March 31, 2023, First Bancshares, on a consolidated basis, reported total assets of $2.14 billion, total loans of $1.65 billion and total deposits of $1.71 billion.

 

Pursuant to the terms of the definitive agreement, Bancshares issued 3,583,370 shares of its common stock with a closing price of $62.62 per share plus approximately $91.5 million in cash for all outstanding shares of First Bancshares. As of June 30, 2023, the Company recognized goodwill of $152.1 million which does not include all the subsequent fair value adjustments that have not yet been finalized. Additionally, as of June 30, 2023, total core deposit intangibles related to First Bancshares were $25.3 million. During the second quarter of 2023, the Company completed the operational conversion of FirstCapital Bank.

PENDING ACQUISITION

Pending Merger of Lone Star State Bancshares, Inc. — On October 11, 2022, Bancshares and Lone Star jointly announced the signing of a definitive merger agreement whereby Lone Star, the parent company of Lone Star State Bank of West Texas (“Lone Star Bank”), will merge with and into the Company. Lone Star Bank operates 5 banking offices in the West Texas area, including its main office in Lubbock, and one banking center in each of Brownfield, Midland, Odessa and Big Spring, Texas. As of June 30, 2023, Lone Star, on a consolidated basis, reported total assets of $1.28 billion, total loans of $1.07 billion and total deposits of $1.12 billion.

Under the terms of the merger agreement, Bancshares will issue 2,376,182 shares of its common stock plus $64.1 million in cash for all outstanding shares of Lone Star capital stock, subject to certain conditions and potential adjustments. Based on the closing price of Bancshares' common stock of $69.27 on October 7, 2022, the total consideration was valued at approximately $228.7 million. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals. The shareholders of Lone Star approved the transaction on March 28, 2023. The transaction is expected to close during the third quarter of 2023, although delays could occur.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with GAAP requires the Company to establish accounting policies and make estimates that affect amounts reported in the consolidated financial statements. An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the consolidated financial statements. Estimates are made using facts and circumstances known at a point in time. Changes in those facts and circumstances could produce results substantially different from those estimates. The Company’s accounting policies are described in detail in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The Company believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity:

35


 

Business CombinationsGenerally, acquisitions are accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. A business combination occurs when the Company acquires net assets that constitute a business and obtains control over that business. Business combinations are effected through the transfer of consideration consisting of cash and/or common stock and are accounted for using the acquisition method. Accordingly, the assets and liabilities of the acquired business are recorded at their respective fair values at the acquisition date. Determining the fair value of assets and liabilities, especially the loan portfolio, is a process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are subject to refinement for up to one year after the closing date of the acquisition as information relative to closing date fair values becomes available. The results of operations of an acquired entity are included in the Company’s consolidated results from acquisition date, and prior periods are not restated.

Allowance for Credit Losses— The allowance for credit losses is accounted for in accordance with FASB ASC 326, Measurement of Credit Losses on Financial Instruments which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is an allowance available for losses on loans and held-to-maturity securities. The allowance for credit losses is adjusted through charges to earnings in the form of a provision for credit losses. All losses are charged to the allowance when the loss actually occurs or when a determination is made that such a loss is likely and can be reasonably estimated. Recoveries are credited to the allowance at the time of recovery.

The Company’s allowance for credit losses consists of two elements: (1) specific valuation allowances based on expected losses on impaired loans and certain purchased credit-deteriorated loans (“PCD”) loans; and (2) a general valuation allowance based on historical lifetime loan loss experience, current economic conditions, reasonable and supportable forecasted economic conditions and other qualitative risk factors both internal and external to the Company. Management has established an allowance for credit losses which it believes is adequate for estimated losses in the Company’s loan portfolio. Based on an evaluation of the portfolio, management presents a quarterly review of the allowance for credit losses to the Bank’s Board of Directors, indicating any change in the allowance since the last review and any recommendations as to adjustments in the allowance. In making its evaluation, management considers factors such as historical lifetime loan loss experience, the amount of nonperforming assets and related collateral, the volume, growth and composition of the portfolio, current economic conditions and reasonable and supportable forecasted economic conditions that may affect borrower ability to pay and the value of collateral, the evaluation of the portfolio through its internal loan review process and other relevant factors. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. Charge-offs occur when loans are deemed to be uncollectible. Pursuant to the Company's adoption of ASU 2022-02 effective January 1, 2023, the Company prospectively discontinued troubled debt restructurings accounting and no longer measures the economic concession for loan modifications occurring on or after the adoption date. In addition, modifications to loans previously designated as troubled debt restructurings that occur on or after January 1, 2023, are accounted for under the newly adopted ASU and result in the elimination of any prior economic concession recorded in the allowance related to such loans. For further discussion of the methodology used in the determination of the allowance for credit losses on loans, see “Accounting for Acquired Loans and the Allowance for Acquired Credit Losses” below and “Financial Condition—Allowance for Credit Losses on Loans” below.

Accounting for Acquired Loans and the Allowance for Acquired Credit Losses — The Company accounts for its acquisitions using the acquisition method of accounting. Accordingly, the assets, including loans, and liabilities of the acquired entity are recorded at their fair values at the acquisition date. The fair value estimates associated with acquired loans, and based on a discounted cash flow model, include estimates related to market interest rates and undiscounted projections of future cash flows that incorporate expectations of prepayments and the amount and timing of principal, interest and other cash flows, as well as any shortfalls thereof. For further discussion of the methodology used in the determination of the allowance for credit losses for acquired loans, see “Financial Condition—Allowance for Credit Losses on Loans” below. For further discussion of the Company’s acquisition and loan accounting, see Note 5 to the consolidated financial statements.

RESULTS OF OPERATIONS

Net income available to common shareholders was $86.9 million for the quarter ended June 30, 2023 compared with $128.5 million for the same period in 2022, and was impacted by merger related provision for credit losses of $18.5 million and merger related expenses of $12.9 million. Net income per diluted common share was $0.94 for the quarter ended June 30, 2023 compared with $1.40 for the same period in 2022, and was also impacted by merger related provision and expenses. The Company posted annualized returns on average common equity of 5.01% and 7.84%, annualized returns on average assets of 0.89% and 1.36% and efficiency ratios of 53.21% and 43.12% for the quarters ended June 30, 2023 and 2022, respectively. The efficiency ratio is calculated by dividing total noninterest expense (excluding net gains and losses on the sale or write down of assets and securities) by the sum of

36


 

net interest income and noninterest income. Because the ratio is a measure of revenues and expenses resulting from the Company’s lending activities and fee-based banking services, net gains and losses on the sale or write-down of assets and securities are not included. Additionally, taxes are not part of this calculation.

Net income available to common shareholders was $211.6 million for the six months ended June 30, 2023 compared with $250.8 million for the same period in 2022, and was impacted by merger related provision for credit losses of $18.5 million and merger related expenses of $13.8 million. Net income per diluted common share was $2.30 for the six months ended June 30, 2023 compared with $2.73 for the same period in 2022, and was also impacted by merger related provision and expenses. The Company posted annualized returns on average common equity of 6.18% and 7.69%, annualized returns on average assets of 1.09% and 1.32% and efficiency ratios of 48.38% and 43.40% for the six months ended June 30, 2023 and 2022, respectively.

Net Interest Income

The Company’s net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change.” It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “rate change.”

For the Three Months Ended June 30, 2023

Net interest income before the provision for credit losses was $236.5 million for the quarter ended June 30, 2023, a decrease of $12.0 million or 4.8%, compared with $248.5 million for the same period in 2022. The change was primarily due to an increase in average balances and rates on borrowings and an increase in the average rates on interest-bearing deposits, partially offset by an increase in the average balances and average rates on loans held for investment and an increase in average rates on investment securities.

Interest income on loans was $286.6 million for the quarter ended June 30, 2023, an increase of $93.9 million or 48.7%, compared with $192.8 million for the same period in 2022. The change was primarily due to an increase in the average balances and average rates on loans held for investment.

Interest income on securities was $72.1 million for the quarter ended June 30, 2023, an increase of $7.9 million or 12.4%, compared with $64.1 million for the same period in 2022, primarily due to an increase in the average rates on investment securities, partially offset by a decrease in the average balances on investment securities.

Average interest-bearing liabilities were $21.83 billion for the quarter ended June 30, 2023, an increase of $1.70 billion or 8.5%, compared with $20.13 billion for the same period in 2022, primarily due to an increase in other borrowings partially offset by a decrease in interest-bearing deposits. The average rate on interest-bearing liabilities was 2.28% for the quarter ended June 30, 2023, an increase of 209 basis points, compared with 0.19% for the same period in 2022.

The net interest margin on a tax-equivalent basis was 2.73% for the quarter ended June 30, 2023, a decrease of 24 basis points compared with 2.97% for the same period in 2022. The change was primarily due to an increase in average balances and average rates on borrowings and an increase in the average rates on interest-bearing deposits, partially offset by an increase in the average balances and average rates on loans held for investment and an increase in average rates on investment securities.

For the Six Months Ended June 30, 2023

Net interest income before the provision for credit losses was $479.9 million for the six months ended June 30, 2023, a decrease of $8.5 million or 1.7%, compared with $488.4 million for the same period in 2022. The change was primarily due to an increase in the average balances and average rates on other borrowings and an increase in average rates on interest-bearing deposits, partially offset by increases in the average balances and average rates on loans held for investment and increases in average rates on investment securities.

Interest income on loans was $533.8 million for the six months ended June 30, 2023, an increase of $148.0 million or 38.4%, compared with $385.8 million for the same period in 2022. The change was primarily due to an increase in the average balances and average rates on loans held for investment.

Interest income on securities was $145.2 million for the six months ended June 30, 2023, an increase of $26.1 million or 21.9%, compared with $119.1 million for the same period in 2022, primarily due to an increase in the average rates on investment securities, partially offset by a decrease in the average balances on investment securities.

37


 

Average interest-bearing liabilities were $21.32 billion for the six months ended June 30, 2023, an increase of $896.3 million or 4.4%, compared with $20.43 billion for the same period in 2022, primarily due to an increase in other borrowings partially offset by a decrease in interest-bearing deposits. The average rate on interest-bearing liabilities was 1.97% for the quarter ended June 30, 2023, an increase of 179 basis points, compared with 0.18% for the same period in 2022.

The net interest margin on a tax-equivalent basis was 2.83% for the six months ended June 30, 2023, a decrease of 9 basis points, compared with 2.92% for the six months ended June 30, 2022. The changes were primarily due to an increase in the average balances and average rates on interest-bearing liabilities, partially offset by an increase in average balances and average rates on loans and an increase in average rates on investment securities.

 

38


 

The following table presents, for the periods indicated, the total dollar amount of average balances, interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities and the resultant rates. Except as indicated in the footnotes, no tax-equivalent adjustments were made and all average balances are daily average balances. Any nonaccruing loans have been included in the table as loans carrying a zero yield.

 

 

 

Three Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

 

Average Outstanding Balance

 

 

Interest Earned/Paid

 

 

Average Yield/Rate (1)

 

 

Average Outstanding Balance

 

 

Interest Earned/Paid

 

 

Average Yield/Rate (1)

 

 

 

(Dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

3,910

 

 

$

67

 

 

 

6.87

%

 

$

3,199

 

 

$

40

 

 

 

5.02

%

Loans held for investment

 

 

19,802,751

 

 

 

270,688

 

 

 

5.48

%

 

 

16,799,609

 

 

 

182,286

 

 

 

4.35

%

Loans held for investment - Warehouse Purchase Program

 

 

898,768

 

 

 

15,883

 

 

 

7.09

%

 

 

1,257,521

 

 

 

10,444

 

 

 

3.33

%

Total loans

 

 

20,705,429

 

 

 

286,638

 

 

 

5.55

%

 

 

18,060,329

 

 

 

192,770

 

 

 

4.28

%

Investment securities

 

 

13,976,818

 

 

 

72,053

 

 

 

2.07

%

 

 

14,989,666

 

 

 

64,111

 

 

 

1.72

%

Federal funds sold and other earning assets

 

 

150,300

 

 

 

1,757

 

 

 

4.69

%

 

 

540,907

 

 

 

925

 

 

 

0.69

%

Total interest-earning assets

 

 

34,832,547

 

 

 

360,448

 

 

 

4.15

%

 

 

33,590,902

 

 

 

257,806

 

 

 

3.08

%

Allowance for credit losses on loans

 

 

(283,594

)

 

 

 

 

 

 

 

 

(284,550

)

 

 

 

 

 

 

Noninterest-earning assets

 

 

4,738,673

 

 

 

 

 

 

 

 

 

4,448,060

 

 

 

 

 

 

 

Total assets

 

$

39,287,626

 

 

 

 

 

 

 

 

$

37,754,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

$

5,147,453

 

 

$

3,791

 

 

 

0.30

%

 

$

6,437,614

 

 

$

2,154

 

 

 

0.13

%

Savings and money market deposits

 

 

9,156,047

 

 

 

43,025

 

 

 

1.88

%

 

 

10,702,273

 

 

 

4,473

 

 

 

0.17

%

Certificates and other time deposits

 

 

2,652,064

 

 

 

17,148

 

 

 

2.59

%

 

 

2,409,663

 

 

 

2,014

 

 

 

0.34

%

Other borrowings

 

 

4,427,914

 

 

 

57,351

 

 

 

5.20

%

 

 

112,582

 

 

 

450

 

 

 

1.60

%

Securities sold under repurchase agreements

 

 

441,303

 

 

 

2,674

 

 

 

2.43

%

 

 

463,108

 

 

 

244

 

 

 

0.21

%

Subordinated debentures

 

 

1,547

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

 

 

21,826,328

 

 

 

123,989

 

 

 

2.28

%

 

 

20,125,240

 

 

 

9,335

 

 

 

0.19

%

Noninterest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

 

 

10,274,819

 

 

 

 

 

 

 

 

 

10,855,802

 

 

 

 

 

 

 

Allowance for credit losses on off-balance sheet credit exposures

 

 

30,022

 

 

 

 

 

 

 

 

 

29,947

 

 

 

 

 

 

 

Other liabilities

 

 

220,775

 

 

 

 

 

 

 

 

 

186,344

 

 

 

 

 

 

 

Total liabilities

 

 

32,351,944

 

 

 

 

 

 

 

 

 

31,197,333

 

 

 

 

 

 

 

Shareholders' equity

 

 

6,935,682

 

 

 

 

 

 

 

 

 

6,557,079

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

39,287,626

 

 

 

 

 

 

 

 

$

37,754,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest rate spread

 

 

 

 

 

 

 

 

1.87

%

 

 

 

 

 

 

 

 

2.89

%

Net interest income and margin (2) (3)

 

 

 

 

$

236,459

 

 

 

2.72

%

 

 

 

 

$

248,471

 

 

 

2.97

%

Net interest income and margin (tax equivalent) (4)

 

 

 

 

$

237,313

 

 

 

2.73

%

 

 

 

 

$

248,916

 

 

 

2.97

%

 

(1)
Annualized and based on average balances on an actual 365-day basis for the three months ended June 30, 2023 and 2022.
(2)
Yield is based on amortized cost and does not include any component of unrealized gains or losses.
(3)
The net interest margin is equal to net interest income divided by average interest-earning assets.
(4)
In order to make pretax income and resultant yields on tax-exempt investments and loans comparable to those on taxable investments and loans, a tax-equivalent adjustment has been computed using a federal income tax rate of 21% and other applicable effective tax rates.

39


 

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

 

Average Outstanding Balance

 

 

Interest Earned/Paid

 

 

Average Yield/Rate (1)

 

 

Average Outstanding Balance

 

 

Interest Earned/Paid

 

 

Average Yield/Rate (1)

 

 

 

(Dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

3,131

 

 

$

105

 

 

 

6.76

%

 

$

3,901

 

 

$

80

 

 

 

4.14

%

Loans held for investment

 

 

19,064,334

 

 

 

507,294

 

 

 

5.37

%

 

 

16,756,345

 

 

 

365,319

 

 

 

4.40

%

Loans held for investment - Warehouse Purchase Program

 

 

759,071

 

 

 

26,357

 

 

 

7.00

%

 

 

1,263,132

 

 

 

20,396

 

 

 

3.26

%

Total loans

 

 

19,826,536

 

 

 

533,756

 

 

 

5.43

%

 

 

18,023,378

 

 

 

385,795

 

 

 

4.32

%

Investment securities

 

 

14,153,681

 

 

 

145,238

 

 

 

2.07

%

 

 

14,384,681

 

 

 

119,122

 

 

 

1.67

%

Federal funds sold and other earning assets

 

 

373,931

 

 

 

8,763

 

 

 

4.73

%

 

 

1,333,800

 

 

 

1,772

 

 

 

0.27

%

Total interest-earning assets

 

 

34,354,148

 

 

 

687,757

 

 

 

4.04

%

 

 

33,741,859

 

 

 

506,689

 

 

 

3.03

%

Allowance for credit losses on loans

 

 

(282,959

)

 

 

 

 

 

 

 

 

(285,118

)

 

 

 

 

 

 

Noninterest-earning assets

 

 

4,667,547

 

 

 

 

 

 

 

 

 

4,453,117

 

 

 

 

 

 

 

Total assets

 

$

38,738,736

 

 

 

 

 

 

 

 

$

37,909,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

$

5,510,530

 

 

$

7,583

 

 

 

0.28

%

 

$

6,605,431

 

 

$

4,606

 

 

 

0.14

%

Savings and money market deposits

 

 

9,366,694

 

 

 

78,546

 

 

 

1.69

%

 

 

10,785,902

 

 

 

8,499

 

 

 

0.16

%

Certificates and other time deposits

 

 

2,350,498

 

 

 

25,178

 

 

 

2.16

%

 

 

2,522,966

 

 

 

4,290

 

 

 

0.34

%

Other borrowings

 

 

3,661,719

 

 

 

91,747

 

 

 

5.05

%

 

 

56,602

 

 

 

450

 

 

 

1.60

%

Securities sold under repurchase agreements

 

 

434,632

 

 

 

4,777

 

 

 

2.22

%

 

 

457,612

 

 

 

429

 

 

 

0.19

%

Subordinated debentures

 

 

774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

 

 

21,324,847

 

 

 

207,831

 

 

 

1.97

%

 

 

20,428,513

 

 

 

18,274

 

 

 

0.18

%

Noninterest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

 

 

10,332,082

 

 

 

 

 

 

 

 

 

10,746,819

 

 

 

 

 

 

 

Allowance for credit losses on off-balance sheet credit exposures

 

 

29,985

 

 

 

 

 

 

 

 

 

29,947

 

 

 

 

 

 

 

Other liabilities

 

 

203,769

 

 

 

 

 

 

 

 

 

181,157

 

 

 

 

 

 

 

Total liabilities

 

 

31,890,683

 

 

 

 

 

 

 

 

 

31,386,436

 

 

 

 

 

 

 

Shareholders' equity

 

 

6,848,053

 

 

 

 

 

 

 

 

 

6,523,422

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

38,738,736

 

 

 

 

 

 

 

 

$

37,909,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest rate spread

 

 

 

 

 

 

 

 

2.07

%

 

 

 

 

 

 

 

 

2.85

%

Net interest income and margin (2) (3)

 

 

 

 

$

479,926

 

 

 

2.82

%

 

 

 

 

$

488,415

 

 

 

2.92

%

Net interest income and margin (tax equivalent) (4)

 

 

 

 

$

481,613

 

 

 

2.83

%

 

 

 

 

$

489,332

 

 

 

2.92

%

 

(1)
Annualized and based on average balances on an actual 365-day basis for the six months ended June 30, 2023 and 2022.
(2)
Yield is based on amortized cost and does not include any component of unrealized gains or losses.
(3)
The net interest margin is equal to net interest income divided by average interest-earning assets.
(4)
In order to make pretax income and resultant yields on tax-exempt investments and loans comparable to those on taxable investments and loans, a tax-equivalent adjustment has been computed using a federal income tax rate of 21% and other applicable effective tax rates.

40


 

The following table presents information regarding the dollar amount of changes in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities and distinguishes between the changes attributable to changes in volume and changes in interest rates. For purposes of this table, changes in interest income and interest expense related to purchase accounting adjustments and changes attributable to both rate and volume which cannot be segregated have been allocated to rate.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2023 vs. 2022

 

 

2023 vs. 2022

 

 

 

Increase

 

 

 

 

 

Increase

 

 

 

 

 

 

(Decrease)

 

 

 

 

 

(Decrease)

 

 

 

 

 

 

Due to Change in

 

 

 

 

 

Due to Change in

 

 

 

 

 

 

Volume

 

 

Rate

 

 

Total

 

 

Volume

 

 

Rate

 

 

Total

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

Interest-Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

9

 

 

$

18

 

 

$

27

 

 

$

(16

)

 

$

41

 

 

$

25

 

Loans held for investment (1)

 

 

32,586

 

 

 

55,816

 

 

 

88,402

 

 

 

50,318

 

 

 

91,657

 

 

 

141,975

 

Loans held for investment - Warehouse Purchase Program

 

 

(2,980

)

 

 

8,419

 

 

 

5,439

 

 

 

(8,139

)

 

 

14,100

 

 

 

5,961

 

Investment securities (1)

 

 

(4,332

)

 

 

12,274

 

 

 

7,942

 

 

 

(1,913

)

 

 

28,029

 

 

 

26,116

 

Federal funds sold and other earning assets

 

 

(668

)

 

 

1,500

 

 

 

832

 

 

 

(1,275

)

 

 

8,266

 

 

 

6,991

 

Total increase in interest income

 

 

24,615

 

 

 

78,027

 

 

 

102,642

 

 

 

38,975

 

 

 

142,093

 

 

 

181,068

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

 

(432

)

 

 

2,069

 

 

 

1,637

 

 

 

(764

)

 

 

3,741

 

 

 

2,977

 

Savings and money market deposits

 

 

(646

)

 

 

39,198

 

 

 

38,552

 

 

 

(1,118

)

 

 

71,165

 

 

 

70,047

 

Certificates and other time deposits (1)

 

 

203

 

 

 

14,931

 

 

 

15,134

 

 

 

(293

)

 

 

21,181

 

 

 

20,888

 

Other borrowings

 

 

17,249

 

 

 

39,652

 

 

 

56,901

 

 

 

28,662

 

 

 

62,635

 

 

 

91,297

 

Securities sold under repurchase agreements

 

 

(12

)

 

 

2,442

 

 

 

2,430

 

 

 

(22

)

 

 

4,370

 

 

 

4,348

 

Subordinated debentures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total increase in interest expense

 

 

16,362

 

 

 

98,292

 

 

 

114,654

 

 

 

26,465

 

 

 

163,092

 

 

 

189,557

 

(Decrease) increase in net interest income

 

$

8,253

 

 

$

(20,265

)

 

$

(12,012

)

 

$

12,510

 

 

$

(20,999

)

 

$

(8,489

)

 

(1)
Includes impact of purchase accounting adjustments.

Provision for Credit Losses

Management actively monitors the Company’s asset quality and provides specific loss provisions when necessary. Provisions for credit losses are charged to income to bring the total allowance for credit losses on loans and off-balance sheet credit exposures to a level deemed appropriate by management of the Company based on such factors as historical lifetime credit loss experience, the amount of nonperforming loans and related collateral, the volume growth and composition of the loan portfolio, current economic conditions and reasonable and supportable forecasted economic conditions that may affect borrower ability to pay and the value of collateral, the evaluation of the loan portfolio through the internal loan review process and other relevant factors.

Loans are charged off against the allowance for credit losses when appropriate. Although management believes it uses the best information available to make determinations with respect to the provision for credit losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the initial determinations.

The provision for credit losses was $18.5 million for the three and six months ended June 30, 2023 compared to no provision for credit losses for the three and six months ended June 30, 2022. As a result of the loans acquired in the Merger, the second quarter of 2023 included a $12.0 million provision for credit losses on loans and a $6.5 million provision for credit losses on off-balance sheet credit exposures.

Net charge-offs were $16.1 million for the quarter ended June 30, 2023 compared with net charge-offs of $1.2 million for the quarter ended June 30, 2022. Net charge-offs for the three months ended June 30, 2023 included $15.0 million related to one commercial real estate loan obtained in a previous merger. Additionally, $3.5 million of specific reserves on resolved PCD loans without any related charge-offs was released to the general reserve.

41


 

Net charge-offs were $15.5 million for the six months ended June 30, 2023 compared with $2.4 million for the six months ended June 30, 2022. Net charge-offs for the six months ended June 30, 2023 included $15.0 million related to one commercial real estate loan obtained in a previous merger. Additionally, $3.7 million of specific reserves on resolved PCD loans without any related charge-offs was released to the general reserve.

Noninterest Income

The Company’s primary sources of recurring noninterest income are credit, debit and ATM card income, nonsufficient funds fees and service charges on deposit accounts. Additionally, the Company generates recurring noninterest income from its various additional products and services, including trust services, mortgage lending, brokerage and independent sales organization sponsorship operations. Noninterest income does not include loan origination fees, which are recognized over the life of the related loan as an adjustment to yield using the interest method.

Noninterest income totaled $39.7 million for the three months ended June 30, 2023 compared with $37.6 million for the same period in 2022, an increase of $2.1 million or 5.6%. Noninterest income totaled $78.0 million for the six months ended June 30, 2023 compared with $72.7 million for the same period in 2022, an increase of $5.2 million or 7.2%, primarily due to increases in trust income, credit card, debit card and ATM income and other noninterest income.

The following table presents, for the periods indicated, the major categories of noninterest income:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Nonsufficient funds fees

 

$

8,512

 

 

$

8,484

 

 

$

16,607

 

 

$

16,608

 

Credit card, debit card and ATM card income

 

 

9,206

 

 

 

8,880

 

 

 

17,872

 

 

 

17,059

 

Service charges on deposit accounts

 

 

6,078

 

 

 

6,365

 

 

 

12,004

 

 

 

12,576

 

Trust income

 

 

3,358

 

 

 

2,875

 

 

 

6,583

 

 

 

5,578

 

Mortgage income

 

 

661

 

 

 

502

 

 

 

899

 

 

 

957

 

Brokerage income

 

 

1,000

 

 

 

917

 

 

 

2,149

 

 

 

1,809

 

Bank owned life insurance income

 

 

1,553

 

 

 

1,293

 

 

 

2,907

 

 

 

2,576

 

Net gain on sale or write-down of assets

 

 

1,994

 

 

 

1,108

 

 

 

2,115

 

 

 

1,797

 

Other

 

 

7,326

 

 

 

7,170

 

 

 

16,818

 

 

 

13,756

 

Total noninterest income

 

$

39,688

 

 

$

37,594

 

 

$

77,954

 

 

$

72,716

 

 

 

42


 

Noninterest Expense

Noninterest expense totaled $145.9 million for the quarter ended June 30, 2023 compared with $122.9 million for the quarter ended June 30, 2022, an increase of $23.0 million or 18.7%, primarily due to $12.9 million of merger related expenses, an increase in salaries and benefits and an increase in additional expenses related to two months of FirstCapital Bank operations. Noninterest expense totaled $268.9 million for the six months ended June 30, 2023 compared with $242.7 million for the six months ended June 30, 2022, an increase of $26.1 million or 10.8%, primarily due to $13.8 million of merger related expenses, an increase in Federal Deposit Insurance Corporation assessments of $4.4 million and an increase in additional expenses related to two months of FirstCapital Bank operations.

The following table presents, for the periods indicated, the major categories of noninterest expense:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Salaries and employee benefits (1)

 

$

84,723

 

 

$

80,371

 

 

$

162,521

 

 

$

159,782

 

Non-staff expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Net occupancy and equipment

 

 

8,935

 

 

 

8,039

 

 

 

16,960

 

 

 

15,887

 

Credit and debit card, data processing and software amortization

 

 

10,344

 

 

 

9,246

 

 

 

19,910

 

 

 

18,095

 

Regulatory assessments and FDIC insurance

 

 

5,097

 

 

 

2,851

 

 

 

10,070

 

 

 

5,701

 

Core deposit intangibles amortization

 

 

3,167

 

 

 

2,581

 

 

 

5,541

 

 

 

5,201

 

Depreciation

 

 

4,658

 

 

 

4,539

 

 

 

9,091

 

 

 

9,086

 

Communications (2)

 

 

3,693

 

 

 

3,206

 

 

 

7,155

 

 

 

6,125

 

Net other real estate (income) expense (3)

 

 

(497

)

 

 

209

 

 

 

(452

)

 

 

(198

)

Merger related expenses

 

 

12,891

 

 

 

 

 

 

13,751

 

 

 

 

Other

 

 

12,859

 

 

 

11,836

 

 

 

24,323

 

 

 

23,049

 

Total noninterest expense

 

$

145,870

 

 

$

122,878

 

 

$

268,870

 

 

$

242,728

 

 

(1)
Includes stock-based compensation expense of $2.7 million for the three months ended June 30, 2023 and 2022, and $5.9 million and $5.6 million for the six months ended June 30, 2023 and 2022, respectively.
(2)
Communications expense includes telephone, data circuits, postage and courier expenses.
(3)
Net other real estate income is comprised of rental expense, rental income and gains and losses on sales of real estate.

Income Taxes

The amount of federal and state income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the amount of other nondeductible expenses. Income tax expense totaled $24.8 million for the three months ended June 30, 2023 compared with $34.7 million for the same period in 2022, a decrease of $9.9 million or 28.5%. Income tax expense totaled $58.8 million for the six months ended June 30, 2023 compared with $67.6 million for the same period in 2022, a decrease of $8.7 million or 12.9%. The Company’s effective tax rate for the three months ended June 30, 2023 and 2022 was 22.2% and 21.3%, respectively. The Company’s effective tax rate for the six months ended June 30, 2023 and 2022 was 21.8% and 21.2%, respectively.

FINANCIAL CONDITION

Loan Portfolio

The Company separates its loan portfolio into two general categories of loans: (1) “originated loans,” which are loans originated by Prosperity Bank and made pursuant to the Company’s loan policy and procedures in effect at the time the loan was made, and (2) “acquired loans,” which are loans acquired in a business combination and recorded at fair value at acquisition date. Those acquired loans that are renewed or substantially modified after the date of the business combination are referred to as “re-underwritten acquired loans.” If a renewal or substantial modification of an acquired loan is underwritten by the Company with a new credit analysis, the loan may no longer be categorized as an acquired loan. For example, acquired loans to one borrower may be combined into a new loan with a new loan number and categorized as an originated loan. Acquired loans with a fair value discount or premium at the date of the business combination that remained at the reporting date are referred to as “fair-valued acquired loans.” All fair-valued acquired loans are further categorized into purchased credit-deteriorated loans (“PCD loans”) and “Non-PCD loans.” Acquired loans with evidence of credit quality deterioration as of the acquisition date when compared to the origination date are classified as PCD loans.

43


 

The following tables summarize the Company’s originated and acquired loan portfolios broken out into originated loans, re-underwritten acquired loans, Non-PCD loans and PCD loans, as of the dates indicated.

 

 

 

June 30, 2023

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

Originated Loans

 

 

Re-Underwritten Acquired Loans

 

 

Non-PCD Loans

 

 

PCD Loans

 

 

Total Loans

 

 

 

(Dollars in thousands)

 

Residential mortgage loans held for sale

 

$

10,656

 

 

$

 

 

$

 

 

$

 

 

$

10,656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

1,688,051

 

 

 

618,978

 

 

 

288,146

 

 

 

150,880

 

 

 

2,746,055

 

Warehouse purchase program

 

 

1,148,883

 

 

 

 

 

 

 

 

 

 

 

 

1,148,883

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

2,829,751

 

 

 

119,650

 

 

 

6,062

 

 

 

259,553

 

 

 

3,215,016

 

1-4 family residential (includes home equity)

 

 

6,714,307

 

 

 

225,886

 

 

 

801,646

 

 

 

5,388

 

 

 

7,747,227

 

Commercial real estate (includes multi-family residential)

 

 

4,171,470

 

 

 

338,059

 

 

 

952,997

 

 

 

214,000

 

 

 

5,676,526

 

Farmland

 

 

540,531

 

 

 

8,978

 

 

 

23,390

 

 

 

12,063

 

 

 

584,962

 

Agriculture

 

 

168,641

 

 

 

28,120

 

 

 

13,428

 

 

 

9,225

 

 

 

219,414

 

Consumer and other

 

 

263,146

 

 

 

22,151

 

 

 

19,780

 

 

 

130

 

 

 

305,207

 

Total loans held for investment

 

 

17,524,780

 

 

 

1,361,822

 

 

 

2,105,449

 

 

 

651,239

 

 

 

21,643,290

 

Total

 

$

17,535,436

 

 

$

1,361,822

 

 

$

2,105,449

 

 

$

651,239

 

 

$

21,653,946

 

 

 

 

December 31, 2022

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

Originated Loans

 

 

Re-Underwritten Acquired Loans

 

 

Non-PCD Loans

 

 

PCD Loans

 

 

Total Loans

 

 

 

(Dollars in thousands)

 

Residential mortgage loans held for sale

 

$

554

 

 

$

 

 

$

 

 

$

 

 

$

554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

1,711,433

 

 

 

730,969

 

 

 

137,272

 

 

 

15,068

 

 

 

2,594,742

 

Warehouse purchase program

 

 

740,620

 

 

 

 

 

 

 

 

 

 

 

 

740,620

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

2,672,903

 

 

 

126,607

 

 

 

5,759

 

 

 

169

 

 

 

2,805,438

 

1-4 family residential (includes home equity)

 

 

5,918,995

 

 

 

232,975

 

 

 

588,700

 

 

 

 

 

 

6,740,670

 

Commercial real estate (includes multi-family residential)

 

 

3,967,943

 

 

 

410,834

 

 

 

562,834

 

 

 

44,600

 

 

 

4,986,211

 

Farmland

 

 

498,512

 

 

 

5,740

 

 

 

13,658

 

 

 

185

 

 

 

518,095

 

Agriculture

 

 

140,838

 

 

 

29,041

 

 

 

59

 

 

 

 

 

 

169,938

 

Consumer and other

 

 

245,131

 

 

 

29,436

 

 

 

8,992

 

 

 

 

 

 

283,559

 

Total loans held for investment

 

 

15,896,375

 

 

 

1,565,602

 

 

 

1,317,274

 

 

 

60,022

 

 

 

18,839,273

 

Total

 

$

15,896,929

 

 

$

1,565,602

 

 

$

1,317,274

 

 

$

60,022

 

 

$

18,839,827

 

At June 30, 2023, total loans were $21.65 billion, an increase of $2.81 billion or 14.9%, compared with $18.84 billion at December 31, 2022. Loans at June 30, 2023 included $10.7 million of loans held for sale and $1.15 billion of Warehouse Purchase Program loans compared with $554 thousand of loans held for sale and $740.6 million of Warehouse Purchase Program loans at December 31, 2022. At June 30, 2023, loans represented 54.3% of total assets compared with 50.0% of total assets at December 31, 2022.

44


 

The loan portfolio consists of various types of loans categorized by major type as follows:

(i) Commercial and Industrial Loans. In nearly all cases, the Company’s commercial loans are made in the Company’s market areas and are underwritten based on the borrower’s ability to service the debt from income. Working capital loans are primarily collateralized by short-term assets whereas term loans are primarily collateralized by long-term assets. As a general practice, term loans are secured by any available real estate, equipment or other assets owned by the borrower. Both working capital and term loans are typically supported by a personal guaranty of a principal. In general, commercial loans involve more credit risk than residential mortgage loans and commercial mortgage loans and, therefore, usually yield a higher return. The increased risk in commercial loans is due to the type of collateral securing these loans as well as the expectation that commercial loans generally will be serviced principally from the operations of the business, and those operations may not be successful. Historical trends have shown these types of loans to have higher delinquencies than mortgage loans. As a result of these additional complexities, variables and risks, commercial loans require more thorough underwriting and servicing than other types of loans.

Included in commercial and industrial loans are (1) commitments to oil and gas producers largely secured by proven, developed and producing reserves and (2) commitments to service, equipment and midstream companies secured mainly by accounts receivable, inventory and equipment. Mineral reserve values supporting commitments to producers are normally re-determined semi-annually using reserve studies prepared by a third-party or the Company’s oil and gas engineer. Accounts receivable and inventory borrowing bases for service companies are typically re-determined monthly. Funding requests by both producers and service companies are monitored relative to the most recently determined borrowing base.

(ii) Commercial Real Estate. The Company makes commercial real estate loans collateralized by owner-occupied and nonowner-occupied real estate to finance the purchase of real estate. The Company’s commercial real estate loans are collateralized by first liens on real estate, typically have variable interest rates (or five year or less fixed rates) and amortize over a 15- to 25-year period. Payments on loans secured by nonowner-occupied properties are often dependent on the successful operation or management of the properties. Accordingly, repayment of these loans may be subject to adverse conditions in the real estate market or the economy to a greater extent than other types of loans. The Company seeks to minimize these risks in a variety of ways, including giving careful consideration to the property’s operating history, future operating projections, current and projected occupancy, location and physical condition, in connection with underwriting these loans. The underwriting analysis also includes credit verification, analysis of global cash flow, appraisals and a review of the financial condition of the borrower and guarantor. Loans to hotels and restaurants are included in commercial real estate loans.

(iii) 1-4 Family Residential Loans. The Company’s lending activities also include the origination of 1-4 family residential mortgage loans (including home equity loans) collateralized by owner-occupied and nonowner-occupied residential properties located in the Company’s market areas. The Company offers a variety of mortgage loan portfolio products which generally are amortized over five to 30 years. Loans collateralized by 1-4 family residential real estate generally have been originated in amounts of no more than 89% of appraised value. The Company requires mortgage title insurance, as well as hazard, wind and/or flood insurance as appropriate. The Company prefers to retain residential mortgage loans for its own account rather than selling them into the secondary market. By doing so, the Company incurs interest rate risk as well as the risks associated with non-payments on such loans. The Company’s mortgage department also offers a variety of mortgage loan products which are generally amortized over 30 years, including FHA and VA loans, which are sold to secondary market investors.

(iv) Construction, Land Development and Other Land Loans. The Company makes loans to finance the construction of residential and nonresidential properties. Construction loans generally are collateralized by first liens on real estate and have variable interest rates. The Company conducts periodic inspections, either directly or through an agent, prior to approval of periodic draws on these loans. Underwriting guidelines similar to those described above are also used in the Company’s construction lending activities, with heightened analysis of construction and/or development costs. Construction loans involve additional risks attributable to the fact that loan funds are advanced upon the security of a project under construction, and the project is of uncertain value prior to its completion. Because of uncertainties inherent in estimating construction costs, the market value of the completed project and the effects of governmental regulation on real property, it can be difficult to accurately evaluate the total funds required to complete a project and the related loan to value ratio. As a result of these uncertainties, construction lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. If the Company is forced to foreclose on a project prior to completion, the Company may not be able to recover all of the unpaid portion of the loan. In addition, the Company may be required to fund additional amounts to complete a project and may have to hold the property for an indeterminate period of time. Although the Company has underwriting procedures designed to identify what it believes to be acceptable levels of risks in construction lending, these procedures may not prevent losses from the risks described above.

45


 

(v) Warehouse Purchase Program. The Warehouse Purchase Program allows unaffiliated mortgage originators (“Clients”) to close 1-4 family real estate loans in their own name and manage their cash flow needs until the loans are sold to investors. The Company's Clients are strategically targeted for their experienced management teams and analyzed for the expected profitability of each Client’s business model over the long term. The Clients are located across the U.S. and originate mortgage loans primarily through traditional retail and/or wholesale business models using underwriting standards as required by United States government-sponsored enterprise agencies, “Agencies” such as Fannie Mae, private investors to which the mortgage loans are ultimately sold and/or mortgage insurers.

Although not subject to any legally binding commitment, when the Company makes a purchase decision, it acquires a 100% participation interest in the mortgage loans originated by its Clients. Individual mortgage loans are warehoused in the Company’s portfolio only for a short duration, averaging less than 30 days. When instructed by a Client that a warehoused loan has been sold to an investor, the Company delivers the note to the investor that pays the Company, which in turn remits the net sales proceeds to the Client.

(vi) Agriculture Loans. The Company provides agriculture loans for short-term livestock and crop production, including rice, cotton, milo and corn, farm equipment financing and agriculture real estate financing. The Company evaluates agriculture borrowers primarily based on their historical profitability, level of experience in their particular industry segment, overall financial capacity and the availability of secondary collateral to withstand economic and natural variations common to the industry. Because agriculture loans present a higher level of risk associated with events caused by nature, the Company routinely makes on-site visits and inspections in order to identify and monitor such risks.

(vii) Consumer Loans. Consumer loans made by the Company include direct “A”-credit automobile loans, recreational vehicle loans, boat loans, home improvement loans, personal loans (collateralized and uncollateralized) and deposit account collateralized loans. The terms of these loans typically range from 12 to 180 months and vary based upon the nature of collateral and size of loan. Generally, consumer loans entail greater risk than do real estate secured loans, particularly in the case of consumer loans that are unsecured or collateralized by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan balance. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness, personal bankruptcy or death. Furthermore, the application of various federal and state laws may limit the amount which can be recovered on such loans.

The Company maintains an independent loan review department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Nonperforming Assets

Nonperforming assets include loans on nonaccrual status, accruing loans 90 days or more past due, repossessed assets and real estate which has been acquired through foreclosure and is awaiting disposition. Nonperforming assets do not include PCD loans unless the loan has deteriorated since the acquisition date.

The Company generally places a loan on nonaccrual status and ceases accruing interest when the payment of principal or interest is delinquent for 90 days, or earlier in some cases, unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

Nonperforming assets increased $35.2 million to $62.7 million at June 30, 2023 compared with $27.5 million at December 31, 2022, of which $30.9 million and $9.1 million, respectively, were attributable to acquired loans. Acquired loans increased primarily due to the Merger.

46


 

The following tables present information regarding nonperforming assets differentiated among originated loans, re-underwritten acquired loans, Non-PCD loans and PCD loans, as of the dates indicated:

 

 

 

June 30, 2023

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

Originated Loans

 

 

Re-Underwritten Acquired Loans

 

 

Non-PCD Loans

 

 

PCD Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

Nonaccrual loans (1)(3)

 

$

27,347

 

 

$

1,774

 

 

$

7,040

 

 

$

21,562

 

 

$

57,723

 

Accruing loans 90 or more days past due

 

 

1,717

 

 

 

 

 

 

 

 

 

27

 

 

 

1,744

 

Total nonperforming loans

 

 

29,064

 

 

 

1,774

 

 

 

7,040

 

 

 

21,589

 

 

 

59,467

 

Repossessed assets

 

 

36

 

 

 

 

 

 

117

 

 

 

 

 

 

153

 

Other real estate

 

 

2,744

 

 

 

 

 

 

363

 

 

 

 

 

 

3,107

 

Total nonperforming assets

 

$

31,844

 

 

$

1,774

 

 

$

7,520

 

 

$

21,589

 

 

$

62,727

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to total loans and other real estate

 

 

0.18

%

 

 

0.13

%

 

 

0.36

%

 

 

3.32

%

 

 

0.29

%

Nonperforming assets to total loans, excluding Warehouse Purchase Program loans, and other real estate

 

 

0.19

%

 

 

0.13

%

 

 

0.36

%

 

 

3.32

%

 

 

0.31

%

Nonaccrual loans to total loans

 

 

0.16

%

 

 

0.13

%

 

 

0.33

%

 

 

3.31

%

 

 

0.27

%

Nonaccrual loans to total loans, excluding Warehouse Purchase Program loans

 

 

0.17

%

 

 

0.13

%

 

 

0.33

%

 

 

3.31

%

 

 

0.28

%

 

 

 

December 31, 2022

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

Originated Loans

 

 

Re-Underwritten Acquired Loans

 

 

Non-PCD Loans

 

 

PCD Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

Nonaccrual loans (2)(3)

 

$

10,544

 

 

$

2,138

 

 

$

6,764

 

 

$

168

 

 

$

19,614

 

Accruing loans 90 or more days past due

 

 

5,917

 

 

 

 

 

 

 

 

 

 

 

 

5,917

 

Total nonperforming loans

 

 

16,461

 

 

 

2,138

 

 

 

6,764

 

 

 

168

 

 

 

25,531

 

Repossessed assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate

 

 

1,963

 

 

 

 

 

 

-

 

 

 

 

 

 

1,963

 

Total nonperforming assets

 

$

18,424

 

 

$

2,138

 

 

$

6,764

 

 

$

168

 

 

$

27,494

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to total loans and other real estate

 

 

0.12

%

 

 

0.14

%

 

 

0.51

%

 

 

0.28

%

 

 

0.15

%

Nonperforming assets to total loans, excluding Warehouse Purchase Program loans, and other real estate

 

 

0.12

%

 

 

0.14

%

 

 

0.51

%

 

 

0.28

%

 

 

0.15

%

Nonaccrual loans to total loans

 

 

0.07

%

 

 

0.14

%

 

 

0.51

%

 

 

0.28

%

 

 

0.10

%

Nonaccrual loans to total loans, excluding Warehouse Purchase Program loans

 

 

0.07

%

 

 

0.14

%

 

 

0.51

%

 

 

0.28

%

 

 

0.11

%

 

(1)
ASU 2022-02 became effective for the Company on January 1, 2023.
(2)
Includes troubled debt restructurings of $4.6 million as of December 31, 2022.
(3)
There were no nonperforming Warehouse Purchase Program loans or Warehouse Purchase Program lines of credit for the periods presented.

Nonperforming assets were 0.29% of total loans and other real estate at June 30, 2023 and 0.15% of total loans and other real estate at December 31, 2022. The allowance for credit losses on loans as a percentage of total nonperforming loans was 580.5% at June 30, 2023 and 1,102.9% at December 31, 2022.

47


 

Allowance for Credit Losses on Loans

The allowance for credit losses is adjusted through charges to earnings in the form of a provision for credit losses. Management has established an allowance for credit losses on loans which it believes is adequate as of June 30, 2023 for estimated losses in the Company’s loan portfolio. The amount of the allowance for credit losses on loans is affected by the following: (1) charge-offs of loans that occur when loans are deemed uncollectible and decrease the allowance, (2) recoveries on loans previously charged off that increase the allowance, (3) provisions for credit losses charged to earnings that increase the allowance, and (4) provision releases returned to earnings that decrease the allowance. Based on an evaluation of the loan portfolio and consideration of the factors listed below, management presents a quarterly review of the allowance for credit losses to the Bank’s Board of Directors, indicating any change in the allowance since the last review and any recommendations as to adjustments in the allowance. Although management believes it uses the best information available to make determinations with respect to the allowance for credit losses, future adjustments may be necessary if economic conditions or borrower performance differ from the assumptions used in making the initial determinations.

The Company’s allowance for credit losses on loans consists of two components: (1) a specific valuation allowance based on expected lifetime losses on specifically identified loans and (2) a general valuation allowance based on historical lifetime loan loss experience, current economic conditions, reasonable and supportable forecasted economic conditions and other qualitative risk factors both internal and external to the Company.

In setting the specific valuation allowance, the Company follows a loan review program to evaluate the credit risk in the total loan portfolio and assigns risk grades to each loan. Through this loan review process, the Company maintains an internal list of impaired loans which, along with the delinquency list of loans, helps management assess the overall quality of the loan portfolio and the adequacy of the allowance for credit losses. All loans that have been identified as impaired are reviewed on a quarterly basis in order to determine whether a specific reserve is required. For certain impaired loans, the Company allocates a specific loan loss reserve primarily based on the value of the collateral securing the impaired loan. The specific reserves are determined on an individual loan basis. Loans for which specific reserves are provided are excluded from the general valuation allowance described below.

In determining the amount of the general valuation allowance, management considers factors such as historical lifetime loan loss experience, concentration risk of specific loan types, the volume, growth and composition of the Company’s loan portfolio, current economic conditions and reasonable and supportable forecasted economic conditions that may affect borrower ability to pay and the value of collateral, the evaluation of the Company’s loan portfolio through its internal loan review process, other qualitative risk factors both internal and external to the Company and other relevant factors. Historical lifetime loan loss experience is determined by utilizing an open-pool (“cumulative loss rate”) methodology. Adjustments to the historical lifetime loan loss experience are made for differences in current loan pool risk characteristics such as portfolio concentrations, delinquency, non-accrual, and watch list levels, as well as changes in current and forecasted economic conditions such as unemployment rates, property and collateral values, and other indices relating to economic activity. The utilization of reasonable and supportable forecasts includes an immediate reversion to lifetime historical loss rates. Based on a review of these factors for each loan type, the Company applies an estimated percentage to the outstanding balance of each loan type, excluding any loan that has a specific reserve. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

A change in the allowance for credit losses can be attributable to several factors, most notably (1) specific reserves identified for impaired loans, (2) historical lifetime credit loss information, (3) changes in current and forecasted environmental factors and (4) growth in the balance of loans.

Changes in the Company’s asset quality are reflected in the allowance in several ways. Specific reserves that are calculated on a loan-by-loan basis and the qualitative assessment of all other loans reflect current changes in the credit quality of the loan portfolio. Historical lifetime credit losses, on the other hand, are based on an open-pool (“cumulative loss rate”) methodology, which is then applied to estimate lifetime credit losses in the loan portfolio. A deterioration in the credit quality of the loan portfolio in the current period would increase the historical lifetime loss rate to be applied in future periods, just as an improvement in credit quality would decrease the historical lifetime loss rate.

48


 

The allowance for credit losses is further determined by the size of the loan portfolio subject to the allowance methodology and environmental factors that include Company-specific risk indicators and general economic conditions, both of which are constantly changing. The Company evaluates the economic and portfolio-specific factors on a quarterly basis to determine a qualitative component of the general valuation allowance. The factors include current economic metrics, reasonable and supportable forecasted economic metrics, business conditions, delinquency trends, credit concentrations, nature and volume of the portfolio and other adjustments for items not covered by specific reserves and historical lifetime loss experience. Management’s assessment of qualitative factors is a statistically based approach to determine the loss rate adjustment associated with such factors. Based on the Company’s actual historical lifetime loan loss experience relative to economic and loan portfolio-specific factors at the time the losses occurred, management is able to identify the expected level of lifetime losses as of the date of measurement. The correlation of historical loss experience with current and forecasted economic conditions provides an estimate of lifetime losses that has not been previously factored into the general valuation allowance by the determination of specific reserves and lifetime historical losses. Additionally, the Company considers qualitative factors not easily quantified and the possibility of model imprecision.

Utilizing the aggregation of specific reserves, historical loss experience and a qualitative component, management is able to determine the valuation allowance to reflect the full lifetime loss.

The Company accounts for its acquisitions using the acquisition method of accounting. Accordingly, the assets, including loans, and liabilities of the acquired entity are recorded at their fair values at the acquisition date. These fair value estimates associated with acquired loans, and based on a discounted cash flow model, include estimates related to market interest rates and undiscounted projections of future cash flows that incorporate expectations of prepayments and the amount and timing of principal, interest and other cash flows, as well as any shortfalls thereof.

Non-PCD loans that were not deemed impaired subsequent to the acquisition date are considered non-impaired and are evaluated as part of the general valuation allowance.

Non-PCD loans that have deteriorated to an impaired status subsequent to acquisition are evaluated for a specific reserve on a quarterly basis which, when identified, is added to the allowance for credit losses. The Company reviews impaired Non-PCD loans on a loan-by-loan basis and determines the specific reserve based on the difference between the recorded investment in the loan and one of three factors: expected future cash flows, observable market price or fair value of the collateral. Because essentially all of the Company’s impaired Non-PCD loans have been collateral-dependent, the amount of the specific reserve historically has been determined by comparing the fair value of the collateral securing the Non-PCD loan with the recorded investment in such loan. In the future, the Company will continue to analyze impaired Non-PCD loans on a loan-by-loan basis and may use an alternative measurement method to determine the specific reserve, as appropriate and in accordance with applicable accounting standards.

PCD loans are monitored individually or on a pooled basis quarterly to assess for changes in expected cash flows subsequent to acquisition. If a deterioration in cash flows is identified, an increase to the PCD reserves for that individual loan or pool of loans is made. PCD loans were recorded at their acquisition date fair values, which were based on expected cash flows and considers estimates of expected future credit losses. The Company’s estimates of loan fair values at the acquisition date may be adjusted for a period of up to one year as the Company continues to evaluate its estimate of expected future cash flows at the acquisition date. If the Company determines that losses arose after the acquisition date, the additional losses will be reflected as a provision for credit losses. See “Critical Accounting Estimates” above for more information.

As described in the section captioned “Critical Accounting Estimates” above, the Company’s determination of the allowance for credit losses involves a high degree of judgment and complexity. The Company’s analysis of qualitative, or environmental, factors on pools of loans with common risk characteristics, in combination with the quantitative historical lifetime loss information and specific reserves, provides the Company with an estimate of lifetime losses. The allowance must reflect changes in the balance of loans subject to the allowance methodology, as well as the estimated lifetime losses associated with those loans.

49


 

The following tables present, as of and for the periods indicated, information regarding the allowance for credit losses on loans differentiated between originated loans and acquired loans. Reported net charge-offs may include those from Non-PCD loans and PCD loans, but only if the total charge-off required is greater than the remaining discount.

 

 

 

As of and for the Six Months Ended June 30, 2023

 

 

 

Originated Loans

 

 

Acquired Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

Average loans outstanding

 

$

16,561,790

 

 

$

3,264,746

 

 

$

19,826,536

 

Gross loans outstanding at end of period

 

$

17,535,436

 

 

$

4,118,510

 

 

$

21,653,946

 

Allowance for credit losses on loans at beginning of period

 

$

209,467

 

 

$

72,109

 

 

$

281,576

 

Initial allowance on loans purchased with credit deterioration

 

 

 

 

 

67,099

 

 

 

67,099

 

Provision for credit losses

 

 

28,005

 

 

 

(16,021

)

 

 

11,984

 

Charge-offs:

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

(518

)

 

 

(724

)

 

 

(1,242

)

Real estate and agriculture

 

 

(15,266

)

 

 

 

 

 

(15,266

)

Consumer and other

 

 

(2,465

)

 

 

(51

)

 

 

(2,516

)

Recoveries:

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

1,330

 

 

 

1,224

 

 

 

2,554

 

Real estate and agriculture

 

 

273

 

 

 

294

 

 

 

567

 

Consumer and other

 

 

439

 

 

 

14

 

 

 

453

 

Net (charge-offs) recoveries(1)

 

 

(16,207

)

 

 

757

 

 

 

(15,450

)

Allowance for credit losses on loans at end of period

 

$

221,265

 

 

$

123,944

 

 

$

345,209

 

Ratio of allowance to end of period loans

 

 

1.26

%

 

 

3.01

%

 

 

1.59

%

Ratio of allowance to end of period loans, excluding Warehouse Purchase Program

 

 

1.35

%

 

 

3.01

%

 

 

1.68

%

Ratio of net charge-offs (recoveries) to average loans (annualized)

 

 

0.20

%

 

 

(0.05

%)

 

 

0.16

%

Ratio of allowance to end of period nonperforming loans

 

 

761.3

%

 

 

407.7

%

 

 

580.5

%

Ratio of allowance to end of period nonaccrual loans

 

 

809.1

%

 

 

408.0

%

 

 

598.0

%

 

 

 

As of and for the Six Months Ended June 30, 2022

 

 

 

Originated Loans

 

 

Acquired Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

Average loans outstanding

 

$

13,838,584

 

 

$

4,184,794

 

 

$

18,023,378

 

Gross loans outstanding at end of period

 

$

14,913,054

 

 

$

3,295,790

 

 

$

18,208,844

 

Allowance for credit losses on loans at beginning of period

 

$

186,736

 

 

$

99,644

 

 

$

286,380

 

Provision for credit losses

 

 

10,359

 

 

 

(10,359

)

 

 

 

Charge-offs:

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

(609

)

 

 

(54

)

 

 

(663

)

Real estate and agriculture

 

 

(686

)

 

 

(43

)

 

 

(729

)

Consumer and other

 

 

(2,526

)

 

 

(149

)

 

 

(2,675

)

Recoveries:

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

707

 

 

 

139

 

 

 

846

 

Real estate and agriculture

 

 

317

 

 

 

15

 

 

 

332

 

Consumer and other

 

 

425

 

 

 

43

 

 

 

468

 

Net (charge-offs) recoveries(1)

 

 

(2,372

)

 

 

(49

)

 

 

(2,421

)

Allowance for credit losses on loans at end of period

 

$

194,723

 

 

$

89,236

 

 

$

283,959

 

Ratio of allowance to end of period loans

 

 

1.31

%

 

 

2.71

%

 

 

1.56

%

Ratio of allowance to end of period loans, excluding Warehouse Purchase Program

 

 

1.41

%

 

 

2.71

%

 

 

1.66

%

Ratio of net charge-offs (recoveries) to average loans (annualized)

 

 

0.03

%

 

 

0.00

%

 

 

0.03

%

Ratio of allowance to end of period nonperforming loans

 

 

1,695.2

%

 

 

975.8

%

 

 

1,376.3

%

Ratio of allowance to end of period nonaccrual loans

 

 

1,697.1

%

 

 

975.8

%

 

 

1,377.2

%

 

 

(1)
There was no net charge-off activity on Warehouse Purchase Program loans during the periods presented.

The Company had gross charge-offs on originated loans of $18.2 million during the six months ended June 30, 2023. Partially offsetting these charge-offs were recoveries on originated loans of $2.0 million. Gross charge-offs on acquired loans were $775 thousand during the six months ended June 30, 2023. Offsetting these charge-offs were recoveries on acquired loans of $1.5 million.

50


 

Total charge-offs for the six months ended June 30, 2023 were $19.0 million, partially offset by total recoveries of $3.6 million. Net charge-offs for the six months ended June 30, 2023 included $15.0 million related to one commercial real estate loan.

The following table shows the allocation of the net charge-offs among various categories of loans as of the dates indicated.

 

 

 

Six Months Ended June 30

 

 

 

2023

 

 

2022

 

 

 

Amount

 

 

Ratio of Net
Charge-offs (Recoveries) to Average Loans (Annualized)

 

 

Amount

 

 

Ratio of
Net Charge-offs (Recoveries) to Average Loans (Annualized)

 

 

 

(Dollars in thousands)

 

Balance of net (charge-offs) recoveries applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

1,312

 

 

 

(0.01

%)

 

$

183

 

 

 

0.00

%

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

(37

)

 

 

0.00

%

 

 

(425

)

 

 

0.01

%

1-4 family residential (including home equity)

 

 

210

 

 

 

0.00

%

 

 

(55

)

 

 

0.00

%

Commercial real estate (including multi-family residential)

 

 

(14,956

)

 

 

0.14

%

 

 

(29

)

 

 

0.00

%

Agriculture (includes farmland)

 

 

84

 

 

 

0.00

%

 

 

112

 

 

 

0.00

%

Consumer and other

 

 

(2,063

)

 

 

0.02

%

 

 

(2,207

)

 

 

0.02

%

Total net (charge-offs) recoveries

 

$

(15,450

)

 

 

0.15

%

 

$

(2,421

)

 

 

0.03

%

The following tables show the allocation of the allowance for credit losses on loans among various categories of loans disaggregated between originated loans, re-underwritten acquired loans, Non-PCD loans and PCD loans at the dates indicated. The allocation is made for analytical purposes and is not necessarily indicative of the categories in which future losses may occur. The total allowance is available to absorb losses from any loan category, regardless of whether allocated to an originated loan or an acquired loan.

 

 

 

June 30, 2023

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

 

 

 

Originated Loans

 

 

Re-Underwritten Acquired Loans

 

 

Non-PCD Loans

 

 

PCD Loans

 

 

Total
Allowance

 

 

Percent of Loans to Total Loans(1)

 

 

 

(Dollars in thousands)

 

Balance of allowance for credit losses on loans applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

33,741

 

 

$

19,479

 

 

$

3,903

 

 

$

24,847

 

 

$

81,970

 

 

 

13.4

%

Real estate

 

 

175,104

 

 

 

8,364

 

 

 

10,370

 

 

 

52,507

 

 

 

246,345

 

 

 

81.2

%

Agriculture and agriculture real estate

 

 

7,524

 

 

 

537

 

 

 

76

 

 

 

3,117

 

 

 

11,254

 

 

 

3.9

%

Consumer and other

 

 

4,896

 

 

 

573

 

 

 

145

 

 

 

26

 

 

 

5,640

 

 

 

1.5

%

Total allowance for credit losses on loans

 

$

221,265

 

 

$

28,953

 

 

$

14,494

 

 

$

80,497

 

 

$

345,209

 

 

 

100.0

%

 

 

 

December 31, 2022

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

 

 

 

Originated Loans

 

 

Re-Underwritten Acquired Loans

 

 

Non-PCD Loans

 

 

PCD Loans

 

 

Total
Allowance

 

 

Percent of Loans to Total Loans(1)

 

 

 

(Dollars in thousands)

 

Balance of allowance for credit losses on loans applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

30,837

 

 

$

25,736

 

 

$

5,091

 

 

$

655

 

 

$

62,319

 

 

 

14.3

%

Real estate

 

 

167,270

 

 

 

10,225

 

 

 

11,978

 

 

 

16,447

 

 

 

205,920

 

 

 

80.3

%

Agriculture and agriculture real estate

 

 

6,845

 

 

 

731

 

 

 

111

 

 

 

12

 

 

 

7,699

 

 

 

3.8

%

Consumer and other

 

 

4,515

 

 

 

917

 

 

 

206

 

 

 

 

 

 

5,638

 

 

 

1.6

%

Total allowance for credit losses on loans

 

$

209,467

 

 

$

37,609

 

 

$

17,386

 

 

$

17,114

 

 

$

281,576

 

 

 

100.0

%

 

(1)
Loans outstanding as of a percentage of total loans, excluding Warehouse Purchase Program loans.

51


 

The allowance for credit losses on loans totaled $345.2 million at June 30, 2023 compared to $281.6 million at December 31, 2022, an increase of $63.6 million or 22.6%, primarily due to the Merger. The allowance for credit losses on loans totaled 1.59% of total loans at June 30, 2023 and 1.49% of total loans at December 31, 2022.

At June 30, 2023, $221.3 million of the allowance for credit losses on loans was attributable to originated loans, an increase of $11.8 million or 5.6% compared with $209.5 million of the allowance at December 31, 2022. At June 30, 2023, $29.0 million of the allowance for credit losses on loans was attributable to re-underwritten acquired loans compared with $37.6 million of the allowance at December 31, 2022, a decrease of $8.7 million or 23.0%. At June 30, 2023, $14.5 million of the allowance for credit losses on loans was attributable to Non-PCD loans compared with $17.4 million of the allowance at December 31, 2022, a decrease of $2.9 million or 16.6%. At June 30, 2023, $80.5 million of the allowance for credit losses on loans was attributable to PCD loans compared with $17.1 million of the allowance at December 31, 2022, an increase of $63.4 million or 370.4%.

At June 30, 2023, the Company had $33.2 million of total outstanding accretable discounts on Non-PCD loans and PCD loans.

The Company believes that the allowance for credit losses on loans at June 30, 2023 is adequate to absorb expected lifetime losses that may be realized from the loan portfolio as of such date. Nevertheless, the Company could sustain losses in future periods which could be substantial in relation to the size of the allowance at June 30, 2023.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The allowance for credit losses on off-balance sheet credit exposures estimates expected credit losses over the contractual period in which there is exposure to credit risk via a contractual obligation to extend credit, except when an obligation is unconditionally cancellable by the Company. The allowance is adjusted by provisions for credit losses charged to earnings that increase the allowance, or by provision releases returned to earnings that decrease the allowance. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on the commitments expected to fund. The estimate of commitments expected to fund is affected by historical analysis of utilization rates. The expected credit loss rates applied to the commitments expected to fund are affected by the general valuation allowance utilized for outstanding balances with the same underlying assumptions and drivers. As of June 30, 2023 and December 31, 2022, the Company had $36.5 million and $29.9 million in allowance for credit losses on off-balance sheet credit exposures, respectively; with the increase primarily due to the Merger. The allowance for credit losses on off-balance sheet credit exposures is a separate line item on the Company’s consolidated balance sheet.

The following table represents a rollforward of the allowance for credit losses on off-balance sheet credit exposures for the periods shown.

 

 

Three Months Ended June 30

 

 

Six Months Ended June 30

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Balance at beginning of period

 

$

29,947

 

 

$

29,947

 

 

$

29,947

 

 

$

29,947

 

Provision for credit losses on off-balance sheet credit exposures

 

 

6,556

 

 

 

 

 

 

6,556

 

 

 

 

Balance at end of period

 

$

36,503

 

 

$

29,947

 

 

$

36,503

 

 

$

29,947

 

 

52


 

Securities

The carrying cost of securities totaled $13.67 billion at June 30, 2023 compared with $14.48 billion at December 31, 2022, a decrease of $808.7 million or 5.6%. At June 30, 2023, securities represented 34.2% of total assets compared with 38.4% of total assets at December 31, 2022.

The amortized cost and fair value of investment securities were as follows:

 

 

June 30, 2023

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

$

20,698

 

 

$

1,599

 

 

$

(446

)

 

$

21,851

 

Collateralized mortgage obligations

 

 

345,155

 

 

 

1,066

 

 

 

(3,406

)

 

 

342,815

 

Mortgage-backed securities

 

 

99,553

 

 

 

76

 

 

 

(2,282

)

 

 

97,347

 

Total

 

$

465,406

 

 

$

2,741

 

 

$

(6,134

)

 

$

462,013

 

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

7,511

 

 

$

 

 

$

(125

)

 

$

7,386

 

States and political subdivisions

 

 

121,634

 

 

 

938

 

 

 

(3,983

)

 

 

118,589

 

Corporate debt securities

 

 

12,000

 

 

 

 

 

 

(5,160

)

 

 

6,840

 

Collateralized mortgage obligations

 

 

281,273

 

 

 

230

 

 

 

(23,370

)

 

 

258,133

 

Mortgage-backed securities

 

 

12,782,888

 

 

 

967

 

 

 

(1,527,723

)

 

 

11,256,132

 

Total

 

$

13,205,306

 

 

$

2,135

 

 

$

(1,560,361

)

 

$

11,647,080

 

 

 

 

December 31, 2022

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

359,251

 

 

$

1,190

 

 

$

(3,039

)

 

$

357,402

 

Mortgage-backed securities

 

 

101,647

 

 

 

93

 

 

 

(2,640

)

 

 

99,100

 

Total

 

$

460,898

 

 

$

1,283

 

 

$

(5,679

)

 

$

456,502

 

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

122,361

 

 

$

868

 

 

$

(3,255

)

 

$

119,974

 

Corporate debt securities

 

 

12,000

 

 

 

 

 

 

(2,520

)

 

 

9,480

 

Collateralized mortgage obligations

 

 

271,727

 

 

 

377

 

 

 

(22,922

)

 

 

249,182

 

Mortgage-backed securities

 

 

13,613,415

 

 

 

2,575

 

 

 

(1,607,501

)

 

 

12,008,489

 

Total

 

$

14,019,503

 

 

$

3,820

 

 

$

(1,636,198

)

 

$

12,387,125

 

The investment securities portfolio is measured for expected credit losses by segregating the portfolio into two general segments and applying the appropriate expected credit losses methodology. Investment securities classified as available for sale or held to maturity are evaluated for expected credit losses under FASB ASC 326, “Financial Instruments – Credit Losses.”

 

Available for sale securities. For available for sale securities in an unrealized loss position, the amount of the expected credit losses recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the expected credit losses will be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the expected credit losses will be separated into the amount representing the credit-related portion of the impairment loss (“credit loss”) and the noncredit portion of the impairment loss (“noncredit portion”). The amount of the total expected credit losses related to the credit loss is determined based on the difference between the present value of cash flows expected to be collected and the amortized cost basis, and such difference is recognized in earnings. The amount of the total expected credit losses related to the noncredit portion is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the expected credit losses recognized in earnings will become the new amortized cost basis of the investment.

 

53


 

As of June 30, 2023, management does not have the intent to sell any of the securities classified as available for sale before a recovery of cost. In addition, management believes it is more likely than not that the Company will not be required to sell any of its investment securities before a recovery of cost. The unrealized losses are largely due to changes in market interest rates and spread relationships since the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of June 30, 2023, management believes that there is no potential for credit losses on available for sale securities.

 

Held to maturity securities. The Company’s held to maturity investments include mortgage-related bonds issued by either the Government National Mortgage Corporation (“Ginnie Mae”), Federal National Mortgage Association (“Fannie Mae”) or Federal Home Loan Mortgage Corporation (“Freddie Mac”). Ginnie Mae issued securities are explicitly guaranteed by the U.S. government, while Fannie Mae and Freddie Mac issued securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States. The Company’s held to maturity securities also include taxable and tax-exempt municipal securities issued primarily by school districts, utility districts and municipalities located in Texas. The Company’s investment in municipal securities is exposed to credit risk. The securities are highly rated by major rating agencies and regularly reviewed by management. A significant portion are guaranteed or insured by either the Texas Permanent School Fund, Assured Guaranty or Build America Mutual. As of June 30, 2023, the Company’s municipal securities represent 0.9% of the securities portfolio. Management has the ability and intent to hold the securities classified as held to maturity until they mature, at which time the Company will receive full value for the securities. Accordingly, as of June 30, 2023, management believes that there is no potential for material credit losses on held to maturity securities.

Deposits

Total deposits were $27.38 billion at June 30, 2023 compared with $28.53 billion at December 31, 2022, a decrease of $1.15 billion or 4.0%. At June 30, 2023, noninterest-bearing deposits totaled $10.36 billion, a decrease of $550.5 million or 5.0% compared with $10.92 billion at December 31, 2022. Interest-bearing deposits totaled $17.02 billion at June 30, 2023 compared with $17.62 billion at December 31, 2022, a decrease of $602.1 million or 3.4%. The changes were primarily due to a decrease in business deposits and public fund deposits, partially offset by an increase in deposits acquired in the Merger.

Average deposits for the six months ended June 30, 2023 were $27.56 billion, a decrease of $3.10 billion or 10.1%, compared with $30.66 billion for the six months ended June 30, 2022. The ratio of average interest-bearing deposits to total average deposits was 62.5% and 64.9% during the first six months of 2023 and 2022, respectively.

The following table summarizes the daily average balances and weighted average rates paid on deposits for the periods indicated below:

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

 

Average Balance

 

 

Average Rate (1)

 

 

Average Balance

 

 

Average Rate (1)

 

 

 

(Dollars in thousands)

 

Interest-bearing demand deposits

 

$

5,510,530

 

 

 

0.28

%

 

$

6,605,431

 

 

 

0.14

%

Regular savings

 

 

3,318,291

 

 

 

0.70

%

 

 

3,513,593

 

 

 

0.11

%

Money market savings

 

 

6,048,403

 

 

 

2.23

%

 

 

7,272,309

 

 

 

0.18

%

Certificates, IRAs and other time deposits

 

 

2,350,498

 

 

 

2.16

%

 

 

2,522,966

 

 

 

0.34

%

Total interest-bearing deposits

 

 

17,227,722

 

 

 

1.30

%

 

 

19,914,299

 

 

 

0.18

%

Noninterest-bearing demand deposits

 

 

10,332,082

 

 

 

 

 

 

10,746,819

 

 

 

 

Total deposits

 

$

27,559,804

 

 

 

0.81

%

 

$

30,661,118

 

 

 

0.11

%

 

(1)
Annualized and based on average balances on an actual 365-day basis for the six months ended June 30, 2023 and 2022.

54


 

Other Borrowings

The following table presents the Company’s borrowings as of the dates indicated:

 

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

(Dollars in thousands)

 

Bank Term Funding Program

 

$

3,000,000

 

 

$

 

FHLB advances

 

 

1,800,000

 

 

 

1,850,000

 

Total other borrowings

 

 

4,800,000

 

 

 

1,850,000

 

Securities sold under repurchase agreements

 

 

434,160

 

 

 

428,134

 

Subordinated debentures - Floating rate notes maturing on March 2034

 

 

3,093

 

 

 

 

Total

 

$

5,237,253

 

 

$

2,278,134

 

 

Bank Term Funding Program— During the second quarter of 2023, the Bank participated in the Federal Reserve's Bank Term Funding Program (“BTFP”). At June 30, 2023, the Bank had secured borrowing capacity of $3.33 billion collateralized by the par value of pledged securities totaling $3.33 billion. At June 30, 2023, the balance outstanding was $3.00 billion consisting of three term advances maturing in May 2024 and June 2024, at a weighted average interest rate of 5.13%. Under the BTFP program, eligible depository institutions can obtain loans of up to one year in length by pledging U.S. Treasuries, agency debt and mortgage-backed securities, and other qualifying assets as collateral. These assets will be valued at par. Eligible depository institutions can request advances under the BTFP until at least March 11, 2024.

 

FHLB advances and long-term notes payable— The Company has an available line of credit with the Federal Home Loan Bank of Dallas (“FHLB”), which allows the Company to borrow on a collateralized basis. The Company’s FHLB advances are typically considered short-term borrowings and are used to manage liquidity as needed. Maturing advances are replaced by drawing on available cash, making additional borrowings or through increased customer deposits. At June 30, 2023, the Company had total funds of $9.02 billion available under this line. FHLB advances of $1.80 billion were outstanding at June 30, 2023, at a weighted average interest rate of 5.31%. At June 30, 2023, the Company had no FHLB long-term notes payable balance.

Securities sold under repurchase agreements— At June 30, 2023, the Company had $434.2 million in securities sold under repurchase agreements with banking customers compared with $428.1 million at December 31, 2022, an increase of $6.0 million or 1.4%. Repurchase agreements are generally settled on the following business day; however, approximately $4.2 million of the repurchase agreements outstanding at June 30, 2023 have maturity dates ranging from 12 to 24 months. All securities sold under repurchase agreements are collateralized by certain pledged securities.

 

Subordinated debentures— On May 1, 2023, in connection with the acquisition of First Bancshares, the Company assumed the obligation related to a $3.09 million Floating Rate Junior Subordinated Deferrable Interest Debentures and trust preferred securities (the "Subordinated Debentures") that mature in March 2034 (the “Maturity Date”). The Subordinated Debentures, which qualify as Tier 1 capital for regulatory purposes, have an annual interest rate of 3-Month LIBOR plus 2.85%. Also, the interest rate cannot exceed the maximum rate permitted by New York law. The Subordinated Debentures are subordinated in right of payment to all of the Company’s senior indebtedness and effectively subordinated to all existing and future debt and all other liabilities of the Company’s subsidiaries. Dividends on the trust preferred securities are cumulative and the Company may defer the payments for up to five years. In July 2023, the Company gave irrevocable notice of its intent to redeem the Subordinated Debentures on September 18, 2023.

LIBOR Transition

As of June 30, 2023, LIBOR was used as an index rate for approximately 83.7% of the Company’s interest-rate swaps and approximately 0.17% of the Company’s loan portfolio. As of December 31, 2022, LIBOR was used as an index rate for approximately 88.2% of the Company’s interest-rate swaps and approximately 1.5% of the Company’s loan portfolio. On September 30, 2021, the Company began transitioning away from LIBOR to Secured Overnight Financing Rate (“SOFR”) or other alternative variable rate indexes for its interest-rate swaps and loans historically using LIBOR as an index.

Liquidity

Liquidity involves the Company’s ability to raise funds to support asset growth and acquisitions or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate the Company on an ongoing basis and manage unexpected events. The Company’s largest source of funds is deposits and its largest use of funds is loans. The Company does not expect a change in the source or use of its funds in the future. Although access to purchased funds from correspondent banks is available and has been utilized on occasion to take advantage of investment opportunities, the Company does

55


 

not generally rely on this external funding source. The cash and federal funds sold position, supplemented by amortizing investment and loan portfolios, has generally created an adequate liquidity position.

As of June 30, 2023, the Company had outstanding $5.14 billion in commitments to extend credit, $81.2 million in commitments associated with outstanding standby letters of credit and $959.1 million in commitments associated with unused capacity on Warehouse Purchase Program loans. Since commitments associated with letters of credit, unused capacity on Warehouse Purchase Program loans and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.

The Company has no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature.

Asset liquidity is provided by cash and assets which are readily marketable or which will mature in the near future. As of June 30, 2023, the Company had cash and cash equivalents of $397.0 million compared with $424.1 million at December 31, 2022, a decrease of $27.1 million or 6.4%. The decrease was primarily due to a decrease in deposits of $2.73 billion, cash used related to loans of $1.20 billion, payment of cash dividends of $101.7 million, repurchase of common stock of $72.2 million, a decrease in securities sold under repurchase agreements of $43.8 million and net cash used in the purchase of First Bancshares of $24.4 million, partially offset by proceeds from short-term borrowings of $2.75 billion, net purchases of investment securities of $1.03 billion and net cash provided by operating activities of $374.7 million.

Share Repurchases

On January 17, 2023, the Company announced a stock repurchase program under which up to 5%, or approximately 4.6 million shares, of Bancshares outstanding common stock may be acquired over a one-year period expiring on January 17, 2024, at the discretion of management. Under the stock repurchase program, Bancshares may repurchase shares from time to time at prevailing market prices, through open-market purchases or privately negotiated transactions, depending upon market conditions. Repurchases under this program may also be made in transactions outside the safe harbor during a pending merger, acquisition or similar transaction. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. Shares of stock repurchased are held as authorized but unissued shares. Bancshares is not obligated to purchase any particular number of shares, and Bancshares may suspend, modify or terminate the program at any time and for any reason without prior notice. Bancshares repurchased approximately 595 thousand shares of its common stock at an average weighted price of $57.49 per share during the three months ended June 30, 2023 and approximately 1.21 million shares of its common stock at an average weighted price of $59.88 per share during the six months ended June 30, 2023.

Contractual Obligations

The Company’s contractual obligations and other commitments to make future payments (other than deposit obligations and securities sold under repurchase agreements) as of June 30, 2023 are summarized below.

Borrowings

The Company’s future cash payments associated with its Subordinated Debentures, the Federal Reserve's BTFP and FHLB advances as of June 30, 2023 are summarized below. The future interest payments were calculated using the current rate in effect at June 30, 2023. Payments for the Subordinated Debentures include interest of $2.6 million that will be due over the future periods. In July 2023, the Company gave irrevocable notice of its intent to redeem the Subordinated Debentures on September 18, 2023. Payments under the BTFP include interest of $141.6 million that will be due over the future periods. These payments do not include prepayment options that may be available to the Company.

 

 

 

1 year or less

 

 

More than 1 year but less than 3 years

 

 

3 years or more but less than 5 years

 

 

5 years or more

 

 

Total

 

 

 

(Dollars in thousands)

 

Subordinated debentures

 

$

244

 

 

$

487

 

 

$

487

 

 

$

4,512

 

 

$

5,730

 

Bank Term Funding Program

 

 

3,141,614

 

 

 

 

 

 

 

 

 

 

 

 

3,141,614

 

Federal Home Loan Bank advances

 

 

1,800,000

 

 

 

 

 

 

 

 

 

 

 

 

1,800,000

 

 

 

$

4,941,858

 

 

$

487

 

 

$

487

 

 

$

4,512

 

 

$

4,947,344

 

 

56


 

Leases

The Company’s leases relate primarily to operating leases for office space and banking centers. The Company determines if an arrangement is a lease or contains a lease at inception. The Company’s leases have remaining lease terms of 1 to 17 years, which may include the option to extend the lease when it is reasonably certain for the Company to exercise that option. Operating lease right-of-use (ROU) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental collateralized borrowing rate to determine the present value of lease payments. Short-term leases and leases with variable lease costs are immaterial, and the Company has one sublease arrangement. Sublease income was $688 thousand and $800 thousand for the three months ended June 30, 2023 and 2022 and was $1.5 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, operating lease ROU assets and lease liabilities were approximately $40.7 million. ROU assets and lease liabilities were classified as other assets and other liabilities, respectively.

As of June 30, 2023, the weighted average of remaining lease terms of the Company’s operating leases was 5.2 years. The weighted average discount rate used to determine the lease liabilities as of June 30, 2023 for the Company’s operating leases was 2.7%. Cash paid for the Company’s operating leases was $3.1 million and $2.7 million for the three months ended June 30, 2023 and 2022, respectively, and was $5.9 million and $5.5 million for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023, the Company obtained $3.0 million in ROU assets in exchange for lease liabilities for six operating leases, four of which, reflecting $2.7 million in ROU assets, were related to the Merger.

The Company’s future undiscounted cash payments associated with its operating leases as of June 30, 2023 are summarized below (dollars in thousands).

 

Remaining 2023

 

$

5,469

 

2024

 

 

10,229

 

2025

 

 

9,663

 

2026

 

 

8,536

 

2027

 

 

5,568

 

2028

 

 

2,588

 

Thereafter

 

 

5,283

 

Total undiscounted lease payments

 

$

47,336

 

Off-Balance Sheet Items

In the normal course of business, the Company enters into various transactions that, in accordance with GAAP, are not included in its consolidated balance sheets. The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Company’s commitments associated with outstanding standby letters of credit, unused capacity of Warehouse Purchase Program loans and commitments to extend credit expiring by period as of June 30, 2023 are summarized below. Since commitments associated with letters of credit, unused capacity of Warehouse Purchase Program loans and commitments to extend credit may expire unused, the amounts shown may not necessarily reflect the actual future cash funding requirements.

 

 

 

1 year or less

 

 

More than 1 year but less than 3 years

 

 

3 years or more but less than 5 years

 

 

5 years or more

 

 

Total

 

 

 

(Dollars in thousands)

 

Standby letters of credit

 

$

70,552

 

 

$

8,001

 

 

$

2,578

 

 

$

26

 

 

$

81,157

 

Unused capacity on Warehouse Purchase Program loans

 

 

959,117

 

 

 

 

 

 

 

 

 

 

 

 

959,117

 

Commitments to extend credit

 

 

1,865,681

 

 

 

1,007,818

 

 

 

320,147

 

 

 

1,948,768

 

 

 

5,142,414

 

Total

 

$

2,895,350

 

 

$

1,015,819

 

 

$

322,725

 

 

$

1,948,794

 

 

$

6,182,688

 

Allowance for Credit Losses on Off-balance Sheet Credit Exposures. The Company records an allowance for credit losses on off-balance sheet credit exposure that is adjusted through a charge to provision for credit losses on the Company’s consolidated statement of income. At June 30, 2023 and December 31, 2022, this allowance, reported as a separate line item on the Company’s consolidated balance sheet, totaled $36.5 million and $29.9 million, respectively. The increase in the allowance was primarily due to the Merger.

57


 

Capital Resources

Total shareholders’ equity was $6.97 billion at June 30, 2023 compared with $6.70 billion at December 31, 2022, an increase of $268.7 million or 4.0%. The increase was primarily the result of the common stock issuance in connection with the Merger of $224.3 million and net income of $211.6 million, partially offset by dividend payments of $101.7 million and common stock repurchases of $72.2 million.

The Basel III Capital Rules adopted by the federal regulatory authorities in 2013 substantially revised the risk-based capital requirements applicable to the Company and the Bank. The Basel III Capital Rules became effective for the Company on January 1, 2015, subject to a phase-in period for certain provisions. The Basel III Capital Rules require a capital conservation buffer with respect to each of the Common Equity Tier 1, Tier 1 risk-based and total risk-based capital ratios, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. The capital conservation buffer of 2.5% was fully phased-in on January 1, 2019. A financial institution with a conservation buffer of less than the required amount will be subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.

In response to the COVID-19 pandemic, in March 2020 the joint federal bank regulatory agencies issued an interim final rule that allowed banking organizations that implemented CECL in 2020 to mitigate the effects of the CECL accounting standard in their regulatory capital for two years. This two-year delay is in addition to the three-year transition period that the agencies had already made available. The Company adopted the option provided by the interim final rule, which delayed the effects of CECL on its regulatory capital through 2021, after which the effects will be phased in over a three-year period from January 1, 2022 through December 31, 2024. Under the interim final rule, the amount of adjustments to regulatory capital deferred until the phase-in period include both the initial impact of the Company’s adoption of CECL on January 1, 2020 and 25% of subsequent changes in the Company’s allowance for credit losses during each quarter of the two-year period ending December 31, 2021. The cumulative amount of the transition adjustments is being phased in over the three-year transition period that began on January 1, 2022, with 75% recognized in 2022, 50% recognized in 2023, and 25% recognized in 2024.

Financial institutions are categorized by the FDIC based on minimum Common Equity Tier 1, Tier 1 risk-based, total risk-based and Tier 1 leverage ratios. As of June 30, 2023, the Bank’s capital ratios were above the levels required for the Bank to be designated as “well capitalized.”

The following table provides a comparison of the Company’s and the Bank’s risk-weighted and leverage capital ratios to the minimum and well-capitalized regulatory standards as of June 30, 2023:

 

 

Minimum Required For Capital Adequacy Purposes

 

 

 

Minimum Required Plus Capital Conservation Buffer

 

 

To Be Categorized As Well Capitalized Under Prompt Corrective Action Provisions

 

 

Actual Ratio as of June 30, 2023

 

The Company

 

 

 

 

 

 

 

 

 

 

 

 

 

CET1 capital (to risk-weighted assets)

 

 

4.50

%

 

 

 

7.00

%

 

N/A

 

 

 

14.49

%

Tier 1 capital (to risk-weighted assets)

 

 

6.00

%

 

 

 

8.50

%

 

N/A

 

 

 

14.49

%

Total capital (to risk-weighted assets)

 

 

8.00

%

 

 

 

10.50

%

 

N/A

 

 

 

15.52

%

Tier 1 capital (to average assets)

 

 

4.00

%

(1)

 

 

4.00

%

 

N/A

 

 

 

9.96

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

CET1 capital (to risk-weighted assets)

 

 

4.50

%

 

 

 

7.00

%

 

 

6.50

%

 

 

14.45

%

Tier 1 capital (to risk-weighted assets)

 

 

6.00

%

 

 

 

8.50

%

 

 

8.00

%

 

 

14.45

%

Total capital (to risk-weighted assets)

 

 

8.00

%

 

 

 

10.50

%

 

 

10.00

%

 

 

15.48

%

Tier 1 capital (to average assets)

 

 

4.00

%

(2)

 

 

4.00

%

 

 

5.00

%

 

 

9.94

%

 

(1)
The Federal Reserve Board may require the Company to maintain a leverage ratio above the required minimum.
(2)
The FDIC may require the Bank to maintain a leverage ratio above the required minimum.

58


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company manages market risk, which for the Company is primarily interest rate risk, through its Asset Liability Committee consisting of senior officers of the Company, in accordance with policies approved by the Company’s Board of Directors.

The Company uses simulation analysis to examine the potential effects of market changes on net interest income and market value. The Company considers macroeconomic variables, Company strategy, liquidity and other factors as it quantifies market risk. See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Interest Rate Sensitivity and Liquidity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 24, 2023 (the “2022 Form 10-K”), for further discussion. There have been no material changes in the Company’s market risk exposures that would affect the quantitative and qualitative disclosures from those disclosed in the 2022 Form 10-K and presented as of December 31, 2022.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of the end of the period covered by this report.

Changes in internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

59


 

PART II—OTHER INFORMATION

Bancshares and the Bank are defendants, from time to time, in legal actions arising from transactions conducted in the ordinary course of business. After consultations with legal counsel, Bancshares and the Bank believe that the ultimate liability, if any, arising from such actions will not have a material adverse effect on their financial statements.

ITEM 1A. RISK FACTORS

There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a. None.

b. None.

c. The following table details the Company’s repurchases of shares of its common stock during the three months ended June 30, 2023:

Period

 

Total Number of Shares Purchased

 

 

Weighted Average Price Paid per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Program

 

 

Maximum Number of Shares That May Yet Be Purchased Under the Plan at the End of the Period (1)

 

April 1 - April 30, 2023

 

 

 

 

$

 

 

 

 

 

 

3,954,268

 

May 1 - May 31, 2023

 

 

201,951

 

 

 

57.59

 

 

 

201,951

 

 

 

3,752,317

 

June 1 - June 30, 2023

 

 

392,822

 

 

 

57.43

 

 

 

392,822

 

 

 

3,359,495

 

Total

 

 

594,773

 

 

$

57.49

 

 

 

594,773

 

 

 

 

(1) On January 17, 2023, Bancshares announced a stock repurchase program under which up to 5%, or approximately 4.6 million shares, of its outstanding common stock may be acquired over a one-year period expiring on January 17, 2024, at the discretion of management. Under the stock repurchase program, Bancshares could repurchase shares from time to time at prevailing market prices, through open-market purchases or privately negotiated transactions, depending upon market conditions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Share Repurchases” for additional information.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

c. During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

60


 

ITEM 6. EXHIBITS

 

Exhibit

Number

 

Description of Exhibit

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-63267) (the “Registration Statement”))

 

 

 

3.2

 

Articles of Amendment to Amended and Restated Articles of Incorporation of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 001-35388))

 

 

 

3.3

 

Amended and Restated Bylaws of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 20, 2019 (File No. 001-35388))

 

 

 

4.1

 

Form of certificate representing shares of the Company’s common stock (incorporated herein by reference to Exhibit 4 to the Registration Statement)

 

 

 

31.1*

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

31.2*

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

32.1**

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2**

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS*

 

Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (formatted as Inline XBRL and contained in Exhibits 101)

 

* Filed with this Quarterly Report on Form 10-Q.

** Furnished with this Quarterly Report on Form 10-Q.

 

61


 

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.

 

 

PROSPERITY BANCSHARES, INC. ®

        (Registrant)

 

 

 

Date: 8/7/2023

 

/S/ DAVID ZALMAN

 

David Zalman

 

Senior Chairman and Chief Executive Officer

 

 

 

Date: 8/7/2023

 

/S/ ASYLBEK OSMONOV

 

 

Asylbek Osmonov

 

Chief Financial Officer

 

62