SOUTH PLAINS FINANCIAL, INC. - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2021

☐	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: 001-38895

South Plains Financial, Inc.

(Exact name of registrant as specified in its charter)

Texas		75-2453320
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5219 City Bank Parkway Lubbock, Texas		79407
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (806) 792-7101

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, $1.00 par value per share	SPFI	The Nasdaq Stock Market, LLC

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	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 6, 2021, the registrant had 17,954,313 shares of common stock, par value $1.00 per share, outstanding.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Comprehensive Income (Unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	48
PART II.	OTHER INFORMATION	49
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
4Item 6.	Exhibits	50
Signatures		51

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PART I. FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Cash and due from banks	$	67,915		$	76,146
Interest-bearing deposits in banks		316,034			224,161
Cash and cash equivalents		383,949			300,307
Securities available for sale		777,613			803,087
Loans held for sale		79,938			111,477
Loans held for investment		2,303,462			2,221,583
Allowance for loan losses		(42,963	)		(45,553	)
Accrued interest receivable		11,981			15,233
Premises and equipment, net		59,127			60,331
Bank-owned life insurance		71,361			70,731
Goodwill		19,508			19,508
Intangible assets, net		6,718			7,562
Mortgage servicing rights		15,977			9,049
Deferred tax asset, net		1,675			2,461
Other assets		24,569			23,384
Total assets	$	3,712,915		$	3,599,160

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:
Noninterest-bearing	$	998,941		$	917,322
Interest-bearing		2,159,554			2,057,029
Total deposits		3,158,495			2,974,351
Short-term borrowings		3,890			26,550
Accrued expenses and other liabilities		35,640			31,229
Notes payable & other borrowings		—			75,000
Subordinated debt securities		75,682			75,589
Junior subordinated deferrable interest debentures		46,393			46,393
Total liabilities		3,320,100			3,229,112

Stockholders’ equity:
Common stock, $1.00 par value per share, 30,000,000 shares authorized; 18,014,398 and 18,076,364 issued and outstanding at June 30, 2021 and December 31, 2020, respectively		18,014			18,076
Additional paid-in capital		140,212			141,112
Retained earnings		216,164			189,521
Accumulated other comprehensive income		18,425			21,339
Total stockholders’ equity		392,815			370,048

Total liabilities and stockholders’ equity	$	3,712,915		$	3,599,160

The accompanying notes are an integral part of these consolidated financial statements.

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SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020		2021			2020
Interest income:
Loans, including fees	$	29,360		$	29,861	$	58,640		$	60,876
Securities:
Taxable		2,413			3,170		4,873			6,950
Non taxable		1,157			942		2,327			1,338
Federal funds sold and interest-bearing deposits in banks		86			34		158			580
Total interest income		33,016			34,007		65,998			69,744
Interest expense:
Deposits		2,186			2,760		4,343			7,043
Notes payable & other borrowings		4			102		43			552
Subordinated debt securities		1,012			403		2,031			807
Junior subordinated deferrable interest debentures		221			294		444			695
Total interest expense		3,423			3,559		6,861			9,097
Net interest income		29,593			30,448		59,137			60,647
Provision for loan losses		(2,007	)		13,133		(1,918	)		19,367
Net interest income, after provision for loan losses		31,600			17,315		61,055			41,280
Noninterest income:
Service charges on deposit accounts		1,599			1,439		3,172			3,422
Income from insurance activities		1,240			1,022		2,352			2,181
Net gain on sales of loans		12,317			17,797		28,260			26,337
Bank card services and interchange fees		3,073			2,344		5,715			4,582
Realized gain on sale of securities		—			—		—			2,318
Investment commissions		530			365		960			820
Fiduciary fees		842			776		1,678			1,605
Other		2,649			1,153		6,613			2,506
Total noninterest income		22,250			24,896		48,750			43,771
Noninterest expense:
Salaries and employee benefits		23,377			21,621		47,695			42,431
Occupancy and equipment, net		3,499			3,586		7,064			7,186
Professional services		1,522			1,961		3,095			3,533
Marketing and development		812			806		1,380			1,574
IT and data services		907			1,079		1,961			1,926
Bank card expenses		1,252			1,017		2,301			2,069
Appraisal expenses		879			638		1,560			1,093
Other		4,530			4,499		8,779			9,406
Total noninterest expense		36,778			35,207		73,835			69,218
Income before income taxes		17,072			7,004		35,970			15,833
Income tax expense		3,422			1,389		7,160			3,135
Net income	$	13,650		$	5,615	$	28,810		$	12,698

The accompanying notes are an integral part of these consolidated financial statements.

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SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Earnings per share:
Basic	$	0.76		$	0.31		$	1.60		$	0.70
Diluted	$	0.74		$	0.31		$	1.55		$	0.69

Net income	$	13,650		$	5,615		$	28,810		$	12,698
Other comprehensive income (loss):
Change in net unrealized gain (loss) on securities available for sale		10,620			6,813			(7,872	)		28,002
Change in net gain (loss) on cash flow hedges		(2,750	)		(931	)		4,183			(2,158	)
Reclassification adjustment for (gain) loss included in net income		—			—			—			(2,318	)
Tax effect		(1,653	)		(1,235	)		775			(4,940	)
Other comprehensive income (loss)		6,217			4,647			(2,914	)		18,586
Comprehensive income	$	19,867		$	10,262		$	25,896		$	31,284

The accompanying notes are an integral part of these consolidated financial statements.

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SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except per share data)

	Common Stock						Additional Paid-in			Retained			Accumulated Other Comprehensive
	Shares			Amount			Capital			Earnings			Income (Loss)			Total
Six Months Ended June 30,
Balance at December 31, 2019		18,036,115		$	18,036		$	140,492		$	146,696		$	958		$	306,182
Issuance of common stock, net		—			—			—			—			—			—
Net income		—			—			—			12,698			—			12,698
Cash dividends:
Common - $0.06 per share		—			—			—			(1,083	)		—			(1,083	)
Other comprehensive (loss), net of tax		—			—			—			—			18,586			18,586
Exercise of employee stock options and vesting of restricted stock units, net of 17,178 shares for cashless exercise and net of 7,608 shares for taxes		27,759			28			(157	)		—			—			(129	)
Repurchases of common stock		(4,700	)		(5	)		(56	)		—			—			(61	)
Stock based compensation		—			—			341			—			—			341
Balance at June 30, 2020		18,059,174		$	18,059		$	140,620		$	158,311		$	19,544		$	336,534

Balance at December 31, 2020		18,076,364		$	18,076		$	141,112		$	189,521		$	21,339		$	370,048
Net income		—			—			—			28,810			—			28,810
Cash dividends:
Common - $0.12 per share		—			—			—			(2,167	)		—			(2,167	)
Other comprehensive income, net of tax		—			—			—			—			(2,914	)		(2,914	)
Exercise of employee stock options and vesting of restricted stock units, net of 2,906 shares for cashless exercise and net of 5,013 shares for taxes		20,552			21			(127	)		—			—			(106	)
Repurchases of common stock		(82,518	)		(83	)		(1,595	)		—			—			(1,678	)
Stock based compensation		—			—			822			—			—			822
Balance at June 30, 2021		18,014,398		$	18,014		$	140,212			216,164		$	18,425		$	392,815

Three Months Ended June 30,
Balance at March 31, 2020		18,056,014		$	18,056		$	140,699		$	153,238		$	14,897		$	326,890
Issuance of common stock, net		—			—			—			—			—			—
Net income		—			—			—			5,615			—			5,615
Cash dividends:
Common - $0.03 per share		—			—			—			(542	)		—			(542	)
Other comprehensive income, net of tax		—			—			—			—			4,647			4,647
Exercise of employee stock options and vesting of restricted stock units, net of 16,518 shares for cashless exercise and net of 2,622 shares for taxes		7,860			8			(54	)		—			—			(46	)
Repurchases of common stock		(4,700	)		(5	)		(56	)		—			—			(61	)
Stock based compensation		—			—			31			—			—			31
Balance at June 30, 2020		18,059,174		$	18,059		$	140,620		$	158,311		$	19,544		$	336,534

Balance at March 31, 2021		18,053,229		$	18,053		$	140,633		$	203,777		$	12,208		$	374,671
Net income		—			—			—			13,650			—			13,650
Cash dividends:
Common - $0.07 per share		—			—			—			(1,263	)		—			(1,263	)
Other comprehensive income, net of tax		—			—			—			—			6,217			6,217
Exercise of employee stock options and vesting of restricted stock units, net of 1,806 shares for cashless exercise		503			1			(1	)		—			—			—
Repurchases of common stock		(39,334	)		(40	)		(852	)		—			—			(892	)
Stock based compensation		—			—			432			—			—			432
Balance at June 30, 2021		18,014,398		$	18,014		$	140,212		$	216,164		$	18,425		$	392,815

The accompanying notes are an integral part of these consolidated financial statements.

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SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

	For the Six Months Ended June 30,
	2021			2020
Cash flows from operating activities:
Net income	$	28,810		$	12,698
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses		(1,918	)		19,367
Depreciation and amortization		3,223			3,257
Accretion and amortization		2,281			1,130
Other gains, net		(8	)		(2,441	)
Net gain on sales of loans		(28,260	)		(26,337	)
Proceeds from sales of loans held for sale		869,253			567,294
Loans originated for sale		(815,446	)		(584,696	)
Earnings on bank-owned life insurance		(630	)		(674	)
Stock based compensation		822			341
Change in valuation of mortgage servicing rights		(936	)		—
Net change in:
Accrued interest receivable and other assets		4,299			(16,859	)
Accrued expenses and other liabilities		7,716			18,340
Net cash from operating activities		69,206			(8,580	)

Cash flows from investing activities:
Activity in securities available for sale:
Purchases		(56,565	)		(121,254	)
Sales		—			94,514
Maturities, prepayments, and calls		71,979			30,588
Loan originations and principal collections, net		(83,035	)		(193,060	)
Cash paid for acquisition		—			(687	)
Purchases of premises and equipment, net		(1,191	)		(2,402	)
Proceeds from sales of premises and equipment		22			87
Proceeds from sales of foreclosed assets		693			1,689
Net cash from investing activities		(68,097	)		(190,525	)

Cash flows from financing activities:
Net change in deposits		184,144			250,980
Net change in short-term borrowings		(22,660	)		(27,600	)
Proceeds from notes payable & other borrowings		—			75,000
Payments to tax authorities for stock-based compensation		(106	)		(129	)
Payments made on notes payable and other borrowings		(75,000	)		—
Cash dividends on common stock		(2,167	)		(1,083	)
Payments to repurchase common stock		(1,678	)		(61	)
Net cash from financing activities		82,533			297,107

Net change in cash and cash equivalents	$	83,642		$	98,002
Beginning cash and cash equivalents		300,307			158,099
Ending cash and cash equivalents	$	383,949		$	256,101

Supplemental disclosures of cash flow information:
Interest paid on deposits and borrowed funds	$	6,623		$	9,623
Supplemental schedule of noncash activities:
Loans transferred to foreclosed assets	$	484		$	1,088
Measurement period acquisition adjustment		—			—
Additions to mortgage servicing rights		5,992			3,048

The accompanying notes are an integral part of these consolidated financial statements.

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SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands except per share data)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – South Plains Financial, Inc. (“SPFI”) is a Texas corporation and registered bank holding company that conducts its principal activities through its subsidiaries from offices located throughout Texas and Eastern New Mexico. Principal activities include commercial and retail banking, along with insurance, investment, trust, and mortgage services. The following are subsidiaries of SPFI:

Wholly Owned, Consolidated Subsidiaries:
City Bank	Bank subsidiary
Windmark Insurance Agency, Inc. (“Windmark”)	Non-bank subsidiary
Ruidoso Retail, Inc.	Non-bank subsidiary
CB Provence, LLC	Non-bank subsidiary
CBT Brushy Creek, LLC	Non-bank subsidiary
CBT Properties, LLC	Non-bank subsidiary
Wholly Owned, Equity Method Subsidiaries:
South Plains Financial Capital Trusts (SPFCT) III-V	Non-bank subsidiaries

Basis of Presentation and Consolidation – The consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (this “Form 10-Q”) include the accounts of SPFI and its wholly owned consolidated subsidiaries (collectively referred to as the “Company”) identified above. All significant intercompany balances and transactions have been eliminated in consolidation.

The interim consolidated financial statements in this Form 10-Q have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s financial position and results of operations. All such adjustments were of a normal and recurring nature. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements, and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Determination of the adequacy of the allowance for loan losses is a material estimate that is particularly susceptible to significant change in the near term; the assumptions used in stock-based compensation, the valuation of foreclosed assets, and fair values of financial instruments can also involve significant management estimates.

Loans – Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the straight-line method, which is not materially different from the effective interest method required by GAAP.

Loans are placed on nonaccrual status when, in management’s opinion, collection of interest is unlikely, which typically occurs when principal or interest payments are more than ninety days past due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses – The allowance for loan losses is established by management as an estimate to cover probable credit losses through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Company’s allowance for loan losses consists of specific valuation allowances established for probable losses on specific loans and general valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

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The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management’s review of the collectability of the loans in the Company’s loan portfolio in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. Loans originated by the bank subsidiary are generally secured by specific items of collateral including real property, crops, livestock, consumer assets, and other business assets.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on various factors. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the bank subsidiary to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. All loans rated substandard or worse and greater than $250 thousand are specifically reviewed to determine if they are impaired. Factors considered by management in determining whether a loan is impaired include payment status and the sources, amounts, and probabilities of estimated cash flow available to service debt in relation to amounts due according to contractual terms. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Loans that are determined to be impaired are then evaluated to determine estimated impairment, if any. GAAP allows impairment to be measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Loans that are not individually determined to be impaired or are not subject to the specific review of impaired status are subject to the general valuation allowance portion of the allowance for loan loss.

The Company may modify its loan agreement with a borrower. The modification will be considered a troubled debt restructuring (“TDR”) if the following criteria are met: (1) the borrower is experiencing a financial difficulty and (2) the Company makes a concession that it would not otherwise make. Concessions may include debt forgiveness, interest rate change, or maturity extension. Each of these loans is impaired and is evaluated for impairment, with a specific reserve recorded as necessary based on probable losses related to collateral and cash flow. A loan will no longer be required to be reported as restructured in calendar years following the restructure if the interest rate at the time of restructure is greater than or equal to the rate the Company was willing to accept for a new extension of credit with similar risk and the loan is in compliance with its modified terms.

Acquired Loans – Loans that the Company acquires in connection with business combinations are recorded at fair value with no carryover of the acquired entity’s related allowance for loan losses. The fair value of the acquired loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.

The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. These loans are accounted for under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. The nonaccretable discount includes estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows will require the Company to evaluate the need for an additional allowance. Subsequent improvement in expected cash flows will result in the reversal of a corresponding amount of the nonaccretable discount which the Company will then reclassify as accretable discount that will be recognized into interest income over the remaining life of the loan.

Loans acquired through business combinations that meet the specific criteria of ASC 310-30 are individually evaluated each period to analyze expected cash flows. To the extent that the expected cash flows of a loan have decreased due to credit deterioration, the Company then establishes an allowance.

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Loans acquired through business combinations that do not meet the specific criteria of ASC 310-30 are accounted for under ASC 310-20. These loans are initially recorded at fair value, and include credit and interest rate marks associated with acquisition accounting adjustments. Purchase premiums or discounts are subsequently amortized as an adjustment to yield over the estimated contractual lives of the loans. There is no allowance for loan losses established at the acquisition date for acquired performing loans. An allowance for loan losses is recorded for any credit deterioration in these loans subsequent to acquisition.

Acquired loans that met the criteria for impaired or nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company expects to fully collect the new carrying value (i.e. fair value) of the loans. As such, the Company may no longer consider the loan to be nonaccrual or nonperforming at the date of acquisition and may accrue interest on these loans, including the impact of any accretable discount. In addition, charge-offs on such loans would be first applied to the nonaccretable difference portion of the fair value adjustment.

Goodwill and Other Intangible Assets – Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment on October 31 of each year or more frequently if events and circumstances exist that indicate that an impairment test should be performed. There was no impairment recorded for the six-month period ended June 30, 2021 and the year ended December 31, 2020, respectively.

Core deposit intangible (“CDI”) is a measure of the value of checking and savings deposit relationships acquired in a business combination. The fair value of the CDI stemming from any given business combination is based on the present value of the expected cost savings attributable to the core deposit funding relative to an alternative source of funding. CDI is amortized over the estimated useful lives of the existing deposit relationships acquired, but does not exceed 10 years. Significantly all CDI is amortized using the sum of the years’ digits method.

The remaining other intangible assets consist of customer relationship and employment agreement intangible assets and are amortized over their estimated useful lives of 5 years.

Stock-Based Compensation – The Company sponsors an equity incentive plan under which options to acquire shares of the Company’s common stock may be granted periodically to all full-time employees and directors of the Company or its affiliates at a specific exercise price. Shares are issued out of authorized and unissued common shares that have been reserved for issuance under such plan. Compensation cost is measured based on the estimated fair value of the award at the grant date and is recognized in earnings on a straight-line basis over the requisite service period. The fair value of stock options is estimated at the date of grant using a closed form option valuation (“Black-Scholes”) option pricing model. This model requires assumptions as to the expected stock volatility, dividends, terms and risk-free rates. The expected volatility is based on the combination of the Company’s historical volatility and the volatility of comparable peer banks. The expected term represents the period of time that options are expected to be outstanding from the grant date. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the appropriate life of each stock option.

Recent Accounting Pronouncements – FASB ASC constitutes GAAP for nongovernmental entities. Updates to ASC are prescribed in Accounting Standards Updates (“ASU”), which are not authoritative until incorporated into ASC.

ASU 2021-01, Reference Rate Reform (Topic 848). In January 2021, the FASB issued ASU No. 2021-01 to clarify the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. This update additionally clarified that a receive-variable-rate, pay-variable-rate cross-currency interest rate swap may be considered an eligible hedging instrument in a net investment hedge if both legs of the swap do not have the same repricing intervals and dates as a result of reference rate reform. This update was effective upon issuance and generally can be applied through December 31, 2022. See the discussion regarding the adoption of ASU 2020-04 below.

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2020, the FASB issued ASU No. 2020-04 and it provides optional expedients and exceptions for accounting related to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. This update applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The expedients and exceptions in this update are available to all entities starting March 12, 2020 through December 31, 2022. The adoption of ASU 2020-04 did not significantly impact the Company’s consolidated financial statements.

ASU 2019-12, Income Taxes, Simplifying the Accounting for Income Taxes (Topic 740). In December 2019, the FASB issued ASU 2019-12 to simplify the accounting for income taxes by removing certain exceptions to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of ASU 2019-12 did not have a material effect on the Company’s financial statements.

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ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This ASU simplifies the accounting for goodwill impairment for all entities by eliminating Step 2 from the current provisions. Under the new guidance, an entity should perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company elected to early adopt ASU 2017-04 on January 1, 2020, and it did not have a material impact on its financial statements.

ASU 2016-13 Financial Instruments - Credit Losses (Topic 326). The FASB issued guidance to replace the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables, held to maturity securities, and debt securities. ASU 2016-13 is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact adoption of ASU 2016-13 and the CECL methodology for estimating the allowance for credit losses will have on its consolidated operating results and financial condition.

ASU 2016-02 Leases (Topic 842). The FASB amended existing guidance that requires that lessees recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company is in the process of determining the effect of the standard on its consolidated operating results and financial condition. These amendments are effective for the Company for annual periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022.

Subsequent Events – The Company has evaluated subsequent events and transactions from June 30, 2021 through the date this Form 10-Q was filed with the SEC for potential recognition or disclosure as required by GAAP and determined that there were no material subsequent events requiring recognition or disclosure.

2. SECURITIES

The amortized cost and fair value of securities, with gross unrealized gains and losses, at period-end follow:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
June 30, 2021
Available for sale:
U.S. government and agencies	$	—	$	—	$	—		$	—
State and municipal		267,615		11,327		(127	)		278,815
Mortgage-backed securities		342,490		8,291		(3,206	)		347,575
Collateralized mortgage obligations		106,976		944		—			107,920
Asset-backed and other amortizing securities		29,316		1,575		—			30,891
Other securities		12,000		412		—			12,412
	$	758,397	$	22,549	$	(3,333	)	$	777,613

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2020
Available for sale:
U.S. government and agencies	$	4,750	$	3	$	—		$	4,753
State and municipal		261,023		11,704		(120	)		272,607
Mortgage-backed securities		359,542		14,014		(194	)		373,362
Collateralized mortgage obligations		107,175		—		(460	)		106,715
Asset-backed and other amortizing securities		31,509		2,063		—			33,572
Other securities		12,000		91		(13	)		12,078
	$	775,999	$	27,875	$	(787	)	$	803,087

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The amortized cost and fair value of securities at June 30, 2021 are presented below by contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Other securities are shown separately since they are not due at a single maturity date.

	Available for Sale
	Amortized Cost		Fair Value
Within 1 year	$	1,130	$	1,137
After 1 year through 5 years		5,325		5,646
After 5 years through 10 years		25,944		27,024
After 10 years		247,216		257,420
Other		478,782		486,386
	$	758,397	$	777,613

At both June 30, 2021 and December 31, 2020, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.

Securities with a carrying value of approximately $331.4 million and $292.2 million at June 30, 2021 and December 31, 2020, respectively, were pledged to collateralize public deposits and for other purposes as required or permitted by law.

The following table segregates securities with unrealized losses at the periods indicated, by the duration they have been in a loss position:

	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
June 30, 2021
U.S. government and agencies	$	—	$	—	$	—	$	—	$	—	$	—
State and municipal		23,074		127		—		—		23,074		127
Mortgage-backed securities		116,659		3,206		—		—		116,659		3,206
Collateralized mortgage obligations		—		—		—		—		—		—
Asset-backed and other amortizing securities		—		—		—		—		—		—
Other securities		—		—		—		—		—		—
	$	139,733	$	3,333	$	—	$	—	$	139,733	$	3,333

December 31, 2020
U.S. government and agencies	$	—	$	—	$	—	$	—	$	—	$	—
State and municipal		—		120		—		—		—		120
Mortgage-backed securities		93,482		194		—		—		93,482		194
Collateralized mortgage obligations		106,715		460		—		—		106,715		460
Asset-backed and other amortizing securities		—		—		—		—		—		—
Other securities		3,486		13		—		—		3,486		13
	$	203,683	$	787	$	—	$	—	$	203,683	$	787

There were 18 securities with an unrealized loss at June 30, 2021. Management does not believe that these losses are other than temporary as there is no intent to sell any of these securities before recovery and it is not probable that we will be required to sell any of these securities before recovery, and credit loss, if any, is not material. Any unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity 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, 2021, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in the Company’s consolidated financial statements.

3. LOANS HELD FOR INVESTMENT

Loans held for investment are summarized by category as of the periods presented below:

	June 30, 2021			December 31, 2020
Commercial real estate	$	682,017		$	663,344
Commercial - specialized		323,576			311,686
Commercial - general		492,314			518,309
Consumer:
1-4 family residential		375,302			360,315
Auto loans		230,570			205,840
Other consumer		68,098			67,595
Construction		131,585			94,494
		2,303,462			2,221,583
Allowance for loan losses		(42,963	)		(45,553	)
Loans, net	$	2,260,499		$	2,176,030

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The Company has certain lending policies, underwriting standards, and procedures in place that are designed to maximize loan income with an acceptable level of risk. Management reviews and approves these policies, underwriting standards, and procedures on a regular basis and makes changes as appropriate. Management receives frequent reports related to loan originations, quality, concentrations, delinquencies, non-performing, and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions, both by type of loan and geography.

Commercial – General and Specialized – Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably. Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations, as agreed and ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and include personal guarantees. Owner-occupied real estate is included in commercial loans, as the repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories: specialized and general. Commercial related segments that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related segments that contain a broader diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries.

Commercial Real Estate – Commercial real estate loans are also subject to underwriting standards and processes similar to commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s real estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Construction – Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the projects.

Consumer – Loans to consumers include 1-4 family residential loans, auto loans, and other loans for recreational vehicles or other purposes. The Company utilizes a computer-based credit scoring analysis to supplement its policies and procedures in underwriting consumer loans. The Company’s loan policy addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimizes the Company’s risk. The Company generally requires mortgage title insurance and hazard insurance on 1-4 family residential loans.

The allowance for loan losses was $43.0 million at June 30, 2021, compared to $45.6 million at December 31, 2020. The allowance for loan losses to loans held for investment was 1.87% at June 30, 2021 and 2.05% at December 31, 2020. The decrease in the allowance for loan losses at June 30, 2021 compared to December 31, 2020 was the result of the Company recording a negative provision for loan losses in the second quarter of 2021 of $2.0 million. The negative provision was primarily due to the general improvement in the economy, a decline in the amount of loans that are actively under a modification, and a decrease in nonperforming loans.

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The following table details the activity in the allowance for loan losses. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

	Beginning Balance		Provision for Loan Losses			Charge-offs			Recoveries		Ending Balance
For the three months ended June 30, 2021
Commercial real estate	$	19,020	$	(1,732	)	$	—		$	—	$	17,288
Commercial - specialized		5,458		(653	)		(5	)		23		4,823
Commercial - general		8,979		(83	)		(34	)		86		8,948
Consumer:
1-4 family residential		4,890		172			—			2		5,064
Auto loans		3,891		13			(139	)		50		3,815
Other consumer		1,480		(12	)		(119	)		85		1,434
Construction		1,301		288			—			2		1,591
Total	$	45,019	$	(2,007	)	$	(297	)	$	248	$	42,963

For the three months ended June 30, 2020
Commercial real estate	$	7,192	$	7,856		$	—		$	108	$	15,156
Commercial - specialized		4,555		2,872			(836	)		23		6,614
Commercial - general		7,980		1,773			(532	)		72		9,293
Consumer:
1-4 family residential		2,744		181			—			1		2,926
Auto loans		4,312		(168	)		(262	)		57		3,939
Other consumer		1,639		205			(383	)		179		1,640
Construction		652		414			—			1		1,067
Total	$	29,074	$	13,133		$	(2,013	)	$	441	$	40,635

	Beginning Balance		Provision for Loan Losses			Charge-offs			Recoveries		Ending Balance
For the six months ended June 30, 2021
Commercial real estate	$	18,962	$	(1,674	)	$	—		$	—	$	17,288
Commercial - specialized		5,760		(1,032	)		(5	)		100		4,823
Commercial - general		9,227		(32	)		(377	)		130		8,948
Consumer:
1-4 family residential		4,646		467			(52	)		3		5,064
Auto loans		4,226		(167	)		(327	)		83		3,815
Other consumer		1,671		(6	)		(377	)		146		1,434
Construction		1,061		526			—			4		1,591

Total	$	45,553	$	(1,918	)	$	(1,138	)	$	466	$	42,963

For the six months ended June 30, 2020
Commercial real estate	$	5,049	$	9,892		$	—		$	215	$	15,156
Commercial - specialized		2,287		5,090			(850	)		87		6,614
Commercial - general		9,609		975			(1,380	)		89		9,293
Consumer:
1-4 family residential		2,093		832			—			1		2,926
Auto loans		3,385		1,149			(704	)		109		3,939
Other consumer		1,341		796			(749	)		252		1,640
Construction		433		633			—			1		1,067

Total	$	24,197	$	19,367		$	(3,683	)	$	754	$	40,635

The following table shows the Company’s investment in loans disaggregated based on the method of evaluating impairment:

	Recorded Investment				Allowance for Loan Losses
	Individually Evaluated		Collectively Evaluated		Individually Evaluated		Collectively Evaluated
June 30, 2021
Commercial real estate	$	2,529	$	679,488	$	—	$	17,288
Commercial - specialized		—		323,576		—		4,823
Commercial - general		5,709		486,605		640		8,308
Consumer:
1-4 family residential		2,297		373,005		120		4,944
Auto loans		—		230,570		—		3,815
Other consumer		—		68,098		—		1,434
Construction		—		131,585		—		1,591

Total	$	10,535	$	2,292,927	$	760	$	42,203

December 31, 2020
Commercial real estate	$	6,273	$	657,071	$	580	$	18,382
Commercial - specialized		—		311,686		—		5,760
Commercial - general		4,626		513,683		515		8,712
Consumer:
1-4 family residential		2,122		358,193		—		4,646
Auto loans		—		205,840		—		4,226
Other consumer		—		67,595		—		1,671
Construction		—		94,494		—		1,061

Total	$	13,021	$	2,208,562	$	1,095	$	44,458

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Impaired loan information follows:

	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
June 30, 2021
Commercial real estate	$	2,529	$	2,529	$	—	$	2,529	$	—	$	4,401
Commercial - specialized		—		—		—		—		—		—
Commercial - general		5,709		1,567		4,142		5,709		640		5,168
Consumer:
1-4 family residential		2,716		1,508		789		2,297		120		2,210
Auto loans		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Construction		—		—		—		—		—		—

Total	$	10,954	$	5,604	$	4,931	$	10,535	$	760	$	11,779

December 31, 2020
Commercial real estate	$	6,273	$	3,673	$	2,600	$	6,273	$	580	$	3,666
Commercial - specialized		—		—		—		—		—		673
Commercial - general		4,626		3,364		1,262		4,626		515		3,400
Consumer:
1-4 family residential		2,541		2,122		—		2,122		—		2,155
Auto loans		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Construction		—		—		—		—		—		—

Total	$	13,440	$	9,159	$	3,862	$	13,021	$	1,095	$	9,894

All impaired loans $250 thousand and greater were specifically evaluated for impairment. Interest income recognized using a cash-basis method on impaired loans for the six-month period ended June 30, 2021 and the year ended December 31, 2020 was not significant. Additional funds committed to be advanced on impaired loans are not significant.

The table below provides an age analysis on accruing past-due loans and nonaccrual loans:

	30-89 Days Past Due		90 Days or More Past Due		Nonaccrual
June 30, 2021
Commercial real estate	$	5,561	$	44	$	2,559
Commercial - specialized		230		—		169
Commercial - general		1,027		93		6,008
Consumer:
1-4 family residential		590		1,156		2,154
Auto loans		325		29		40
Other consumer		432		72		48
Construction		460		—		166

Total	$	8,625	$	1,394	$	11,144

December 31, 2020
Commercial real estate	$	914	$	34	$	6,311
Commercial - specialized		241		—		272
Commercial - general		1,891		149		5,489
Consumer:
1-4 family residential		2,089		906		1,595
Auto loans		738		38		—
Other consumer		481		119		51
Construction		206		—		—

Total	$	6,560	$	1,246	$	13,718

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The Company grades its loans on a thirteen-point grading scale. These grades fit in one of the following categories: (i) pass, (ii) special mention, (iii) substandard, (iv) doubtful, or (v) loss. Loans categorized as loss are charged-off immediately. The grading of loans reflect a judgment by the Company about the risks of default associated with the loan. The Company reviews the grades on loans as part of our on-going monitoring of the credit quality of our loan portfolio.

Pass loans have financial factors or nature of collateral that are considered reasonable credit risks in the normal course of lending and encompass several grades that are assigned based on varying levels of risk, ranging from credits that are secured by cash or marketable securities, to watch credits which have all the characteristics of an acceptable credit risk but warrant more than the normal level of monitoring.

Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the loans at some future date.

Substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize collection and present the distinct possibility that some loss will be sustained if the deficiencies are not corrected. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed. Substandard loans can be accruing or can be nonaccrual depending on the circumstances of the individual loans.

Doubtful loans have all the weaknesses inherent in substandard loans with the added characteristics that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. All doubtful loans are on nonaccrual.

The following table summarizes the internal classifications of loans:

	Pass		Special Mention		Substandard		Doubtful		Total
June 30, 2021
Commercial real estate	$	626,495	$	—	$	55,522	$	—	$	682,017
Commercial - specialized		317,696		—		5,880		—		323,576
Commercial - general		482,631		1,685		7,998		—		492,314
Consumer:
1-4 family residential		367,631		—		7,671		—		375,302
Auto loans		229,175		—		1,395		—		230,570
Other consumer		67,802		—		296		—		68,098
Construction		131,207		—		378		—		131,585

Total	$	2,222,637	$	1,685	$	79,140	$	—	$	2,303,462

December 31, 2020
Commercial real estate	$	602,250	$	—	$	61,094	$	—	$	663,344
Commercial - specialized		303,831		—		7,855		—		311,686
Commercial - general		510,543		—		7,766		—		518,309
Consumer:
1-4 family residential		352,930		—		7,385		—		360,315
Auto loans		204,301		—		1,539		—		205,840
Other consumer		67,216		—		379		—		67,595
Construction		94,494		—		—		—		94,494

Total	$	2,135,565	$	—	$	86,018	$	—	$	2,221,583

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Under section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), banks may elect to deem that loan modifications do not result in a classification as a TDR if they are (1) related to the COVID-19 pandemic; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the national emergency or (B) December 31, 2020. Under section 540 of the Consolidated Appropriations Act, 2021 (the “Act”), section 4013 of the CARES Act was amended. The period for loan modifications was extended to the earlier of (1) January 1, 2022, or (2) 60 days after the date of termination of the national emergency. The Company elected to adopt the provisions of the CARES Act and the Act.

Additionally, other short-term modifications made on a good faith basis in response to the COVID-19 pandemic to borrowers who were current prior to any relief are not TDRs under ASC Subtopic 310-40 and the interagency statement released by the federal banking regulators on April 7, 2020 in response to the COVID-19 pandemic (the “Joint Interagency Regulatory Guidance”). This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.

In response to the COVID-19 pandemic, the Company implemented a short-term deferral modification program that complies with ASC Subtopic 310-40 and the Joint Interagency Regulatory Guidance. As of June 30, 2021, the Company had no remaining loans under an active modification that comply with ASC Subtopic 310-40 and the Joint Interagency Regulatory Guidance.

Beginning in April 2020, the Company began offering additional COVID-19 related deferral and modification of principal and/or interest payments to selected borrowers on a case-by-case basis that were outside the scope of the short-term deferral modification program. These additional modifications comply with the provisions of section 4013 of the CARES Act, as amended by the Act. As of June 30, 2021, the Company had six loans totaling approximately $36.6 million subject to these deferral and modification agreements, representing 1.6% of outstanding loans held for investment.

There were no loans modified as a TDR during the six-month period ended June 30, 2021 and the year ended December 31, 2020.

4. GOODWILL AND INTANGIBLES

Goodwill and other intangible assets are summarized below:

	June 30, 2021			December 31, 2020
Beginning goodwill	$	19,508		$	18,757
Arising from business combinations		—			—
Measurement period acquisition adjustment		—			751
Ending goodwill	$	19,508		$	19,508

Amortized intangible assets
Customer relationship intangibles	$	6,679		$	6,679
Less: Accumulated amortization		(1,943	)		(1,396	)
		4,736			5,283

Other intangibles		2,972			2,309
Arising from business combinations		—			663
Less: Accumulated amortization		(990	)		(693	)
		1,982			2,279
Other intangible assets, net	$	6,718		$	7,562

5. BORROWING ARRANGEMENTS

Subordinated Debt Securities

In December 2018, the Company issued $26.5 million in subordinated debt securities. $12.4 million of the securities have a maturity date of December 2028 and an average fixed rate of 5.74% for the first five years. The remaining $14.1 million of securities have a maturity date of December 2030 and an average fixed rate of 6.41% for the first seven years. After the expiration of the fixed rate periods, all securities will float at the Wall Street Journal prime rate, with a floor of 4.5% and a ceiling of 7.5%. These securities pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity is five years or less. Additionally, these securities qualify for Tier 2 capital treatment, subject to regulatory limitations.

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On September 29, 2020, the Company issued $50.0 million in subordinated debt securities. Proceeds were reduced by approximately $926 thousand in debt issuance costs. The securities have a maturity date of September 2030 with a fixed rate of 4.50% for the first five years. After the expiration of the fixed rate period, the securities will reset quarterly at a variable rate equal to the then current three-month Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York, plus 438 basis points. These securities pay interest semi-annually, are unsecured, and may be called by the Company at any time after the remaining maturity is five years or less. Additionally, these securities qualify for Tier 2 capital treatment, subject to regulatory limitations.

As of June 30, 2021, the total amount of subordinated debt securities outstanding was $76.5 million less approximately $790 thousand of remaining debt issuance costs for a total balance of $75.7 million.

Notes Payable and Other Borrowings

At December 31, 2020, City Bank had three advances from the Federal Home Loan Bank of Dallas (“FHLB”) totaling $75.0 million. Advances are collateralized through the line of credit with FHLB with interest payable monthly and principal due at maturity. In March 2021, City Bank repaid two of the advances for a total of $50 million and then repaid the remaining advance of $25 million in April 2021. As of June 30, 2021, City Bank had no outstanding advances from the FHLB.

6. STOCK-BASED COMPENSATION

Equity Incentive Plan

The 2019 Equity Incentive Plan (“Plan”) was approved by the Company’s Board of Directors on January 16, 2019 and by its shareholders on March 6, 2019. The purpose of the Plan is to: (i) attract and retain the best available personnel for positions of substantial responsibility, (ii) provide additional incentive to employees, directors and consultants, and (iii) promote the success of the Company’s business. This Plan permits the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and other stock-based awards. The initial maximum aggregate number of shares of common stock that may be issued pursuant to all awards under the Plan is 2,300,000. The maximum aggregate number of shares that may be issued under the Plan may be increased annually by up to 3% of the total issued and outstanding common shares of the Company at the beginning of each fiscal year.

The fair value of each option award under the Plan is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock and similar peer company averages. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes in to account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on U.S. Treasury yield curve in effect at the time of the grant. Forfeitures of options are recognized as they occur.

Options

A summary of activity in the Plan is presented in the table below:

	Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Six Months Ended June 30, 2021
Outstanding at beginning of year:		1,554,894		$	14.77			$	12,997
Granted		214,452			19.46				787
Exercised		(3,666	)		17.94				(19	)
Forfeited		—			—				—
Expired		—			—				—

Balance, June 30, 2021		1,765,680		$	15.33		5.98	$	13,765

Exercisable at end of period		1,114,890		$	13.15		5.17	$	11,121

Vested at end of period		1,114,890		$	13.15		5.17	$	11,121

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A summary of assumptions used to calculate the fair values of the awards granted during the periods noted is presented below:

	Six Months Ended June 30,
	2021			2020
Expected volatility	41.20% to 41.32%				27.46	%
Expected dividend yield		1.00	%		0.70	%
Expected term (years)	6.1 to 6.2 years			6.0 to 6.2 years
Risk-free interest rate	0.52% to 0.83%				1.44	%
Weighted average grant date fair value	$	7.07		$	5.68

The total intrinsic value of options exercised during the six months ended June 30, 2021 and June 30, 2020 was $17 thousand and $185 thousand, respectively.

Restricted Stock Units

A summary of activity in the Plan is presented in the table below:

	Number of Shares			Weighted-Average Grant Date Fair Value
Six Months Ended June 30, 2021
Outstanding at beginning of year:		62,476		$	19.47
Granted		6,370			19.62
Vested		(24,805	)		19.70
Forfeited		(1,274	)		19.62

Balance, June 30, 2021		42,767		$	19.36

Restricted stock units granted under the Plan typically vest over four years, but vesting periods may vary. Compensation expense for these grants will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date.

The total unrecognized compensation cost for the awards outstanding under the Plan at June 30, 2021 was $3.5 million and will be recognized over a weighted average remaining period of 1.65 years. The total fair value of restricted stock units vested during each of the six months ended June 30, 2021 and June 30, 2020 was $489 thousand.

7. COMMITMENTS AND CONTINGENCIES

Financial instruments with off-balance-sheet risk - The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Company’s consolidated financial statements. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for recorded instruments.

Financial instruments whose contract amounts represent credit risk outstanding follow:

	June 30, 2021		December 31, 2020
Commitments to grant loans and unfunded commitments under lines of credit	$	585,233	$	417,798
Standby letters of credit		9,432		10,481

Commitments to grant loans and extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company requires collateral supporting those commitments if deemed necessary.

Litigation - The Company is a defendant in legal actions arising from time to time in the ordinary course of business. Management believes that the aggregate ultimate liability, if any, arising from these matters will not materially affect the Company’s consolidated financial statements.

FHLB Letters of Credit - The Company uses FHLB letters of credit to pledge to certain public deposits. The balance of these FHLB letters of credit was $199.0 million at both June 30, 2021 and December 31, 2020.

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8. CAPITAL AND REGULATORY MATTERS

The Company and its bank subsidiary are subject to various regulatory capital requirements administered by its banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and its bank subsidiary’s financial statements. Under capital guidelines and the regulatory framework for prompt corrective action, the Company and its bank subsidiary must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

In July 2013, the Board of Governors of the Federal Reserve System published final rules for the adoption of the Basel III regulatory capital framework (“Basel III”). Basel III, among other things, (i) introduced a new capital measure called Common Equity Tier 1 (“CET1”), (ii) specified that Tier 1 capital consists of CET1 and Additional Tier 1 Capital instruments meeting specified requirements, (iii) defined CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expanded the scope of the deductions/adjustments as compared to existing regulations. Basel III became effective for the Company and its bank subsidiary on January 1, 2016 with certain transition provisions fully phased-in on January 1, 2019.

Quantitative measures established by regulation to ensure capital adequacy require the Company and its bank subsidiary to maintain minimum amounts and ratios (set forth in the following table) of total, Tier 1 and CET1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of June 30, 2021 and December 31, 2020, that the Company and its bank subsidiary met all capital adequacy requirements to which they are subject.

As of June 30, 2021, the bank subsidiary was well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, CET1 and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since June 30, 2021 that management believes have changed the bank subsidiary’s category.

The Company and its bank subsidiary’s actual capital amounts and ratios follow:

	Actual					Minimum Required Under BASEL III Fully Phased-In					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2021
Total Capital to Risk Weighted Assets:
Consolidated	$	502,095		18.95	%	$	278,637		10.50	%		N/A		N/A
City Bank		413,791		15.59	%		281,942		10.50	%	$	268,516		10.00	%

Tier I Capital to Risk Weighted Assets:
Consolidated		393,164		14.84	%		225,563		8.50	%		N/A		N/A
City Bank		380,498		14.34	%		228,239		8.50	%		214,813		8.00	%

Common Equity Tier 1 to Risk Weighted Assets:
Consolidated		348,164		13.14	%		185,758		7.00	%		N/A		N/A
City Bank		380,498		14.34	%		187,961		7.00	%		174,536		6.50	%

Tier I Capital to Average Assets:
Consolidated		393,164		10.54	%		150,322		4.00	%		N/A		N/A
City Bank		380,498		10.20	%		150,240		4.00	%		186,489		5.00	%

December 31, 2020
Total Capital to Risk Weighted Assets:
Consolidated	$	473,425		19.08	%	$	260,531		10.50	%		N/A		N/A
City Bank		404,138		16.29	%		260,481		10.50	%	$	248,077		10.00	%

Tier I Capital to Risk Weighted Assets:
Consolidated		366,639		14.78	%		210,906		8.50	%		N/A		N/A
City Bank		372,947		15.03	%		210,866		8.50	%		198,462		8.00	%

Common Equity Tier 1 to Risk Weighted Assets:
Consolidated		321,639		12.96	%		173,688		7.00	%		N/A		N/A
City Bank		372,947		15.03	%		173,654		7.00	%		161,250		6.50	%

Tier I Capital to Average Assets:
Consolidated		366,639		10.24	%		144,347		4.00	%		N/A		N/A
City Bank		372,947		10.42	%		144,282		4.00	%		178,999		5.00	%

State banking regulations place certain restrictions on dividends paid by banks to their shareholders. Dividends paid by the Company’s bank subsidiary to the Company, as sole shareholder of the bank subsidiary, would be prohibited if the effect thereof would cause the bank subsidiary’s capital to be reduced below applicable minimum capital requirements.

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9. DERIVATIVES

The Company utilizes interest rate and cash flow swap agreements as part of its asset-liability management strategy to help manage its interest rate and cash flow risk position. The notional amount of the interest rate and cash flow swaps do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amounts and the other terms of the individual interest rate and cash flow swap agreements.

The following table reflects the fair value hedges included in the consolidated balance sheets:

	June 30, 2021				December 31, 2020
	Notional Amount		Fair Value		Notional Amount		Fair Value

Included in other liabilities:
Interest rate swaps related to fixed rate loans	$	10,011	$	644	$	10,178	$	927

Included in other assets:
Interest rate swaps related to fixed rate loans	$	—	$	—	$	—	$	—

The following table reflects the cash flow hedges included in the consolidated balance sheets:

	June 30, 2021				December 31, 2020
	Notional Amount		Fair Value		Notional Amount		Fair Value

Included in other liabilities:
Cash flow swaps related to state and municipal securities	$	—	$	—	$	68,485	$	1,643

Included in other assets:
Cash flow swaps related to state and municipal securities	$	123,760	$	4,084	$	55,275	$	1,618

Mortgage banking derivatives

The following table reflects the amount and fair value of mortgage banking derivatives in the consolidated balance sheets:

	June 30, 2021				December 31, 2020
	Notional Amount		Fair Value		Notional Amount		Fair Value

Included in other assets:
Forward contracts related to mortgage loans held for sale	$	—	$	—	$	—	$	—
Interest rate lock commitments		161,493		2,967		210,716		5,115

Total included in other assets	$	161,493	$	2,967	$	210,716	$	5,115


Included in other liabilities:
Forward contracts related to mortgage loans held for sale	$	149,144	$	646	$	203,669	$	1,787
Interest rate lock commitments		—		—		—		—

Total included in other liabilities	$	149,144	$	646	$	203,669	$	1,787

The Company had received cash collateral of $3.9 million to offset asset derivative positions on its securities cash flow hedges at June 30, 2021. This amount is reported in other liabilities in the consolidated balance sheets. The Company had advanced $1.1 million to offset liability positions on its interest rate swaps at June 30, 2021. Additionally, the Company had advanced $440 thousand on its mortgage forward contracts at June 30, 2021. The advanced cash collateral amounts are reported in cash and due from banks in the consolidated balance sheets.

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10. EARNINGS PER SHARE

The factors used in the earnings per share computation follow:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	13,650	$	5,615	$	28,810	$	12,698

Weighted average common shares outstanding - basic		18,039,553		18,061,705		18,054,288		18,052,405
Effect of dilutive securities:
Stock-based compensation awards		513,497		162,925		484,881		290,871
Weighted average common shares outstanding - diluted		18,553,050		18,224,630		18,539,169		18,343,276

Basic earnings per share	$	0.76	$	0.31	$	1.60	$	0.70
Diluted earnings per share	$	0.74	$	0.31	$	1.55	$	0.69

11. SEGMENT INFORMATION

Financial results by reportable segment are detailed below:

Three Months Ended June 30, 2021	Banking			Insurance			Consolidated
Net interest income	$	29,593		$	—		$	29,593
Provision for loan loss		2,007			—			2,007
Noninterest income		21,076			1,174			22,250
Noninterest expense		(35,665	)		(1,113	)		(36,778	)

Income before income taxes		17,011			61			17,072

Income tax (expense) benefit		(3,409	)		(13	)		(3,422	)

Net income	$	13,602		$	48		$	13,650

Three Months Ended June 30, 2020	Banking			Insurance			Consolidated
Net interest income	$	30,448		$	—		$	30,448
Provision for loan loss		(13,133	)		—			(13,133	)
Noninterest income		23,896			1,000			24,896
Noninterest expense		(34,061	)		(1,146	)		(35,207	)

Income before income taxes		7,150			(146	)		7,004

Income tax (expense) benefit		(1,358	)		(31	)		(1,389	)

Net income	$	5,792		$	(177	)	$	5,615

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Financial results by reportable segment are detailed below:

Six Months Ended June 30, 2021	Banking			Insurance			Consolidated
Net interest income	$	59,137		$	—		$	59,137
Provision for loan loss		1,918			—			1,918
Noninterest income		46,493			2,257			48,750
Noninterest expense		(71,620	)		(2,215	)		(73,835	)

Income before income taxes		35,928			42			35,970

Income tax (expense) benefit		(7,150	)		(10	)		(7,160	)

Net income	$	28,778		$	32		$	28,810

Six Months Ended June 30, 2020	Banking			Insurance			Consolidated
Net interest income	$	60,647		$	—		$	60,647
Provision for loan loss		(19,367	)		—			(19,367	)
Noninterest income		41,657			2,114			43,771
Noninterest expense		(66,892	)		(2,326	)		(69,218	)

Income before income taxes		16,045			(212	)		15,833

Income tax (expense) benefit		(3,117	)		(18	)		(3,135	)

Net income	$	12,928		$	(230	)	$	12,698

12. FAIR VALUE DISCLOSURES

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

Valuation techniques that are consistent with the market approach, the income approach and/or the cost approach are required by GAAP. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset. Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy for valuation inputs 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:

●

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

●

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

●

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

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The following table summarizes fair value measurements:

	Level 1		Level 2			Level 3		Total
June 30, 2021
Assets (liabilities) measured at fair value on a recurring basis:
Securities available for sale:
U.S. government and agencies	$	—	$	—		$	—	$	—
State and municipal		—		278,815			—		278,815
Mortgage-backed securities		—		347,575			—		347,575
Collateralized mortgage obligations		—		107,920			—		107,920
Asset-backed and other amortizing securities		—		30,891			—		30,891
Other securities		—		12,412			—		12,412
Loans held for sale (mandatory)		—		51,486			—		51,486
Mortgage servicing rights		—		—			15,977		15,977
Asset derivatives		—		7,051			—		7,051
Liability derivatives		—		(1,290	)		—		(1,290	)

Assets measured at fair value on a non-recurring basis:
Impaired loans		—		—			9,775		9,775
Other real estate owned		—		—			1,146		1,146

December 31, 2020
Assets (liabilities) measured at fair value on a recurring basis:
Securities available for sale:
U.S. government and agencies	$	—	$	4,753		$	—	$	4,753
State and municipal		—		272,607			—		272,607
Mortgage-backed securities		—		373,362			—		373,362
Collateralized mortgage obligations		—		106,715			—		106,715
Asset-backed and other amortizing securities		—		33,572			—		33,572
Other securities		—		12,078			—		12,078
Loans held for sale (mandatory)		—		80,174			—		80,174
Mortgage servicing rights		—		—			9,049		9,049
Asset derivatives		—		6,734			—		6,734
Liability derivatives		—		(4,357	)		—		(4,357	)

Assets measured at fair value on a non-recurring basis:
Impaired loans		—		—			11,926		11,926
Other real estate owned		—		—			1,353		1,353

Securities – Securities are carried at fair value. When available, fair value is based on quoted prices for the identical security in an active market and as such, would be classified as Level 1. If quoted market prices are not available, fair values are calculated based on market prices of similar securities using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded. Securities for which Level 1 valuations are not available are classified as Level 2.

Loans held for sale (mandatory) – Loans held for sale originated for mandatory delivery are reported at fair value. Fair value is determined using quoted prices for similar assets, adjusted for specific attributes of that loan.

Mortgage servicing rights – Mortgage servicing rights are reported at fair value using Level 3 inputs. The mortgage servicing rights asset is valued by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the mortgage servicing rights asset is impacted by a variety of factors. Prepayment and discount rates, the most significant unobservable inputs

Derivatives – Fair value of derivatives is based on valuation models using observable market data as of the measurement date.

Impaired loans – Impaired loans are reported at the fair value of the underlying collateral, less estimated disposal costs, if repayment is expected solely from the sale of the collateral. Collateral values are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria.

Foreclosed assets – Foreclosed assets are transferred from loans at the lower of cost or fair value, less estimated costs to sell. Collateral values are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria.

Loans held for sale (best efforts) – Loans held for sale originated for best efforts delivery are reported at fair value if, on an aggregate basis, the fair value for the loans is less than cost. In determining whether the fair value of loans held for sale is less than cost when quoted market prices are not available, the Company may consider outstanding investor commitments or discounted cash flow analyses with market assumptions. Such fair values are classified within either Level 2 or Level 3 of the fair value hierarchy.

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The following table presents quantitative information about non-recurring Level 3 fair value measurements:

	Fair Value		Valuation Techniques		Unobservable Inputs		Range of Discounts
June 30, 2021				12		12
Impaired loans	$	9,775	Third party appraisals or inspections		Collateral discounts and selling costs			0%-100	%
Other real estate owned		1,146	Third party appraisals or inspections		Collateral discounts and selling costs			15%-66	%
Mortgage servicing rights		15,977	Discounted cash flows		Conditional prepayment rate			5.69	%
					Discount rate			9.15	%

December 31, 2020
Impaired loans	$	11,926	Third party appraisals or inspections		Collateral discounts and selling costs			0%-100	%
Other real estate owned		1,353	Third party appraisals or inspections		Collateral discounts and selling costs			15%-66	%
Mortgage servicing rights		9,049	Discounted cash flows		Conditional prepayment rate			4.48	%
					Discount rate			9.72	%

The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows:

	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value

June 30, 2021
Financial assets:
Cash and cash equivalents	$	383,949	$	383,949	$	—	$	—	$	383,949
Loans, net		2,260,499		—		—		2,305,203		2,305,203
Accrued interest receivable		11,981		—		11,981		—		11,981
Bank-owned life insurance		71,631		—		71,361		—		71,361

Financial liabilities:
Deposits	$	3,158,495	$	2,931,301	$	229,785	$	—	$	3,161,086
Accrued interest payable		1,951		—		1,951		—		1,951
Notes payable & other borrowings		—		—		—		—		—
Junior subordinated deferrable interest debentures		46,393		—		45,690		—		45,690
Subordinated debt securities		75,682		—		77,846		—		77,846

	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value

December 31, 2020
Financial assets:
Cash and cash equivalents	$	300,307	$	300,307	$	—	$	—	$	300,307
Loans, net		2,176,030		—		—		2,179,573		2,179,573
Accrued interest receivable		15,233		—		15,233		—		15,233
Bank-owned life insurance		70,731		—		70,731		—		70,731

Financial liabilities:
Deposits	$	2,974,351	$	2,649,830	$	329,609	$	—	$	2,979,439
Accrued interest payable		2,113		—		2,113		—		2,113
Notes payable & other borrowings		75,000		—		75,000		—		75,000
Junior subordinated deferrable interest debentures		46,393		—		45,690		—		45,690
Subordinated debt securities		75,589		—		76,889		—		76,889

13. BUSINESS COMBINATIONS

In June 2020, Windmark acquired the operating assets of a crop insurance agency in Nebraska for $687 thousand. Fair value of the assets acquired in this transaction as of the closing date are as follows:

Cash paid	$	687

Assets acquired:
Premises and equipment, net	$	24
Customer list		512
Other intangible assets		151
Total assets acquired	$	687

The Company evaluated the fair values of other assets and other liabilities, with additional adjustments to be recorded during the measurement period, but no later than one year from the closing date of the transaction. The Company did not record any measurement period adjustments.

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Item 2.

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

The following discussion and analysis is intended to assist readers in understanding our financial condition as of and results of operations for the period covered by this Quarterly Report on Form 10-Q (this “Form 10-Q”) and should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report on Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021. Unless we state otherwise or the context otherwise requires, references in this Form 10-Q to “we,” “our,” “us” and “the Company” refer to South Plains Financial, Inc., a Texas corporation, our wholly-owned banking subsidiary, City Bank, a Texas banking association and our other consolidated subsidiaries. References in this Form 10-Q to the “Bank” refer to City Bank.

Cautionary Notice Regarding Forward-Looking Statements

This Form 10-Q contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

●

the impact, duration and severity of the ongoing novel coronavirus (“COVID-19”) pandemic, the response of governmental authorities to the COVID-19 pandemic and our participation in COVID-19-related government programs such as the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (the “SBA”) and created under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”);

●

our ability to effectively execute our expansion strategy and manage our growth, including identifying and consummating suitable acquisitions;

●

business and economic conditions, particularly those affecting our market areas, as well as the concentration of our business in such market areas;

●

high concentrations of loans secured by real estate located in our market areas;

●

risks associated with our commercial loan portfolio, including the uncertain economic consequences of the ongoing COVID-19 pandemic or any deterioration in value of the general business assets that secure such loans;

●

potential changes in the prices, values and sales volumes of commercial and residential real estate securing our real estate loans;

●

risks associated with our agricultural loan portfolio, including the heightened sensitivity to weather conditions, commodity prices, and other factors generally outside the borrowers and our control;

●

risks associated with the sale of crop insurance products, including termination of or substantial changes to the federal crop insurance program;

●

risks related to the significant amount of credit that we have extended to a limited number of borrowers and in a limited geographic area;

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●

public funds deposits comprising a relatively high percentage of our deposits;

●

potential impairment on the goodwill we have recorded or may record in connection with business acquisitions;

●

our ability to maintain our reputation;

●

our ability to successfully manage our credit risk and the sufficiency of our allowance for loan losses;

●

our ability to attract, hire and retain qualified management personnel;

●

our dependence on our management team, including our ability to retain executive officers and key employees and their customer and community relationships;

●

interest rate fluctuations, which could have an adverse effect on our profitability;

●

competition from banks, credit unions and other financial services providers;

●

our ability to keep pace with technological change or difficulties we may experience when implementing new technologies;

●

system failures, service denials, cyber-attacks and security breaches;

●

our ability to maintain effective internal control over financial reporting;

●

employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our customers and counterparties;

●

increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;

●

our ability to maintain adequate liquidity and to raise necessary capital to fund our acquisition strategy and operations or to meet increased minimum regulatory capital levels;

●

costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect on our reputation;

●

natural disasters, severe weather, acts of god, acts of war or terrorism, outbreaks of hostilities, public health outbreaks (such as the ongoing COVID-19 pandemic), other international or domestic calamities, and other matters beyond our control;

●

tariffs and trade barriers;

●

compliance with governmental and regulatory requirements, including the Dodd-Frank Act Wall Street Reform and Consumer Protection Act, the Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”), and others relating to banking, consumer protection, securities and tax matters; and

●

changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, including the policies of the Board of Governors of the Federal Reserve System (“Federal Reserve”) and as a result of initiatives of the Biden administration.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Form 10-Q and the risk factors set forth in our 2020 Annual Report on Form 10-K. Because of these risks and other uncertainties, our actual future results, performance or achievements, or industry results, may be materially different from the results indicated by the forward-looking statements in this Form 10-Q. In addition, our past results of operations are not necessarily indicative of our future results. Accordingly, the Company cautions readers not to place undue reliance on any such forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which such forward-looking statements were made. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Available Information

The Company maintains an Internet web site at www.spfi.bank. The Company makes available, free of charge, on its web site (under www.spfi.bank/financials-filings/sec-filings ) the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC. The Company also makes available, free of charge, through its web site (under www.spfi.bank/corporate-governance/documents-charters ) links to the Company’s Code of Conduct and the charters for its board committees. In addition, the SEC maintains an Internet site (at www.sec.gov ) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The Company routinely posts important information for investors on its web site (under www.spfi.bank and, more specifically, under the News & Events tab at www.spfi.bank/news-events/press-releases ). The Company intends to use its web site as a means of disclosing material non-public information and for complying with its disclosure obligations under SEC Regulation FD (Fair Disclosure). Accordingly, investors should monitor the Company’s web site, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

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The information contained on, or that may be accessed through, the Company’s web site is not incorporated by reference into, and is not a part of, this Form 10-Q.

Overview

We are a bank holding company headquartered in Lubbock, Texas, and our wholly-owned subsidiary, City Bank, is one of the largest independent banks in West Texas. We have additional banking operations in the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station, Texas markets, and the Ruidoso, New Mexico market. Through City Bank, we provide a wide range of commercial and consumer financial services to small and medium-sized businesses and individuals in our market areas. Our principal business activities include commercial and retail banking, along with insurance, investment, trust and mortgage services.

Recent Developments

COVID-19 Update

The spread of COVID-19 continues to cause significant disruptions in the U.S. economy since it was declared a pandemic in March 2020 by the World Health Organization. The changes have impacted our clients, their industries, as well as the financial services industry. At this time, we cannot predict the impact or how long the economy or our impacted clients will be disrupted by the ongoing COVID-19 pandemic. We are closely monitoring the current environment, given the rise in cases due to the Delta variant, and are preparing to quickly make any necessary adjustments to protect our employees and customers.

The Bank also continues to utilize a rigorous enterprise risk management (“ERM”) system that delivers a systematic approach to risk measurement and enhances the effectiveness of risk management across the Bank. The Bank’s ERM system has allowed management to consistently and aggressively review the Bank’s loan portfolio for signs of potential issues during the ongoing COVID-19 pandemic and the Bank continues to closely monitoring its loans to borrowers in the retail, hospitality and energy sectors.

While the duration of the COVID-19 pandemic and the scope of its impact on the economy is uncertain, the Bank continues to be proactive with its borrowers in those sectors most affected by the COVID-19 pandemic and offering loan modifications to borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19. As part of the Bank’s efforts to support its customers and protect the Bank, the Bank has offered varying forms of loan modifications including 90-day payment deferrals, 6-month interest only terms, or in certain select cases periods of longer than 6 months of interest only, to provide borrowers relief. As of June 30, 2021, total active loan modifications attributed to COVID-19 were approximately $37 million, or 1.6%, of the Company’s loan portfolio. All active modifications are loans modified for either interest only periods longer than 6 months, primarily in the Bank’s hotel portfolio. The Bank expects that these remaining loans on deferral will return to full payment status at the end of their respective deferral period.

The PPP was created by the CARES Act and implemented by the SBA in March 2020. The PPP allows entities to apply for a 1.00% interest rate loan with payments generally deferred until the date the lender receives the applicable forgiveness amount from the SBA. The PPP loans may be partially or fully forgiven by the SBA if the entity meets certain conditions. The maturity term for any principal portion left unforgiven is either 2 or 5 years from the funding date, depending on when the loan was originated. For PPP loans that the SBA approved on or after June 5, 2020, the loan must have a maturity of at least 5 years. All PPP loans are fully guaranteed by the SBA and are included in total loans outstanding. The Economic Aid Act, signed into law on December 27, 2020, authorized an additional $284.5 billion in new PPP loan funding and extends the authority of lenders to make PPP loans through March 31, 2021. The PPP Extension Act of 2021 was subsequently signed into law on March 30, 2021 and extended the PPP application deadline to May 31, 2021.

The Bank assisted approximately 2,100 customers for a total of $218 million in the first round of PPP. The SBA began the PPP loan forgiveness process in October 2020 and has forgiven approximately $188 million of PPP loans from the first round of the PPP, leaving $30 million outstanding as of June 30, 2021. The Bank began accepting new applications for PPP loans in January 2021 to assist customers with the new round of the PPP until funding for the PPP expired on May 31, 2021. For the six months ended June 30, 2021, the Bank had funded approximately 1,100 PPP loans for a total of $91 million. The SBA has forgiven approximately $6 million of PPP loans from this last round.

We are currently unable to fully assess or predict the extent of the effects of the COVID-19 pandemic on our operations as the ultimate impact will depend on factors that are currently unknown and/or beyond our control. Please refer to Part I, Item 1A, “Risk Factors” in this Form 10-Q.

Results of Operations

We had net income of $13.7 million, or $0.74 per diluted common share for the three months ended June 30, 2021, compared to net income of $5.6 million, or $0.31 per diluted common share for the three months ended June 30, 2020. Return on average equity was 14.27% and return on average assets was 1.46% for the three months ended June 30, 2021, compared to 6.81% and 0.64%, respectively, for the three months ended June 30, 2020.

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We had net income of $28.8 million, or $1.55 per diluted common share for the six months ended June 30, 2021, compared to net income of $12.7 million, or $0.69 per diluted common share for the six months ended June 30, 2020. Return on average equity was 15.35% and return on average assets was 1.56% for the six months ended June 30, 2021, compared to 7.88% and 0.76%, respectively, for the six months ended June 30, 2020.

Net Interest Income

Net interest income is the principal source of the Company’s net income and represents the difference between interest income (interest and fees earned on assets, primarily loans and investment securities) and interest expense (interest paid on deposits and borrowed funds). We generate interest income from interest-earning assets that we own, including loans and investment securities. We incur interest expense from interest-bearing liabilities, including interest-bearing deposits and other borrowings, notably FHLB advances and subordinated notes. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs of our deposits and other funding sources, (iii) our net interest spread and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income on a fully tax-equivalent basis divided by average interest-earning assets.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

The following tables present, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. For purposes of this table, interest income, net interest margin and net interest spread are shown on a fully tax-equivalent basis.

	Three Months Ended June 30,
	2021							2020
	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate
	(Dollars in thousands)
Assets:
Interest-earning assets:
Loans, excluding PPP⁽¹⁾	$	2,211,825	$	27,084		4.91	%	$	2,204,441	$	28,825		5.26	%
Loans - PPP		156,977		2,277		5.82			171,304		1,076		2.53
Investment securities – taxable		543,527		2,377		1.75			547,971		3,080		2.26
Investment securities – non-taxable		220,006		1,465		2.67			160,142		1,192		2.99
Other interest-earning assets⁽²⁾		370,634		122		0.13			174,753		124		0.29
Total interest-earning assets		3,502,969		33,325		3.82			3,258,611		34,297		4.23
Noninterest-earning assets		255,093							247,571
Total assets	$	3,758,062						$	3,506,182

Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits	$	1,873,699	$	1,150		0.25	%	$	1,650,159	$	1,330		0.32	%
Time deposits		326,043		1,036		1.27			326,561		1,430		1.76
Short-term borrowings		6,429		1		0.06			16,449		6		0.15
Notes payable & other longer-term borrowings		4,121		3		0.29			161,099		96		0.24
Subordinated debt securities		75,682		1,012		5.36			26,472		403		6.12
Junior subordinated deferrable interest debentures		46,393		221		1.91			46,393		294		2.55
Total interest-bearing liabilities	$	2,332,367	$	3,423		0.59	%	$	2,227,133	$	3,559		0.64	%

Noninterest-bearing liabilities:
Noninterest-bearing deposits	$	1,002,737						$	901,761
Other liabilities		39,215							45,576
Total noninterest-bearing liabilities		1,041,952							947,337
Shareholders’ equity		383,743							331,712
Total liabilities and shareholders’ equity	$	3,758,062						$	3,506,182

Net interest income			$	29,902						$	30,738
Net interest spread						3.23	%						3.59	%
Net interest margin⁽³⁾						3.42	%						3.79	%

(1)	Average loan balances include nonaccrual loans and loans held for sale.

(2)	Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.

(3)	Net interest margin is calculated as the annualized net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

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	Six Months Ended June 30,
	2021							2020
	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate
	(Dollars in thousands)
Assets:
Interest-earning assets:
Loans, excluding PPP⁽¹⁾	$	2,187,470	$	53,367		4.92	%	$	2,185,728	$	59,879		5.51	%
Loans - PPP		168,238		5,275		6.32			85,652		1,076		2.53
Investment securities – taxable		544,761		4,809		1.78			554,324		6,672		2.42
Investment securities – non-taxable		218,351		2,946		2.72			119,538		1,694		2.85
Other interest-earning assets⁽²⁾		350,434		222		0.13			162,944		858		1.06
Total interest-earning assets		3,469,253		66,619		3.87			3,108,186		70,179		4.54
Noninterest-earning assets		262,351							249,114
Total assets	$	3,731,604						$	3,357,300

Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits	$	1,840,831	$	2,254		0.25	%	$	1,598,048	$	3,986		0.50	%
Time deposits		325,213		2,089		1.30			340,016		3,057		1.81
Short-term borrowings		15,726		5		0.06			23,597		99		0.84
Notes payable & other longer-term borrowings		39,283		38		0.20			128,654		453		0.71
Subordinated debt securities		75,659		2,031		5.41			26,472		807		6.13
Junior subordinated deferrable interest debentures		46,393		444		1.93			46,393		695		3.01
Total interest-bearing liabilities	$	2,343,105	$	6,861		0.59	%	$	2,163,180	$	9,097		0.85	%

Noninterest-bearing liabilities:
Noninterest-bearing deposits	$	969,040						$	833,699
Other liabilities		41,408							36,364
Total noninterest-bearing liabilities		1,010,448							870,063
Shareholders’ equity		378,051							324,057
Total liabilities and shareholders’ equity	$	3,731,604						$	3,357,300

Net interest income			$	59,758						$	61,082
Net interest spread						3.28	%						3.69	%
Net interest margin⁽³⁾						3.47	%						3.95	%

(1)	Average loan balances include nonaccrual loans and loans held for sale.

(2)	Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.

(3)	Net interest margin is calculated as the annualized net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following tables sets forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been allocated to volume.

	Three Months Ended June 30,
	2021 over 2020
	Change due to:						Total
	Volume			Rate			Variance
	(Dollars in thousands)
Interest-earning assets:
Loans, excluding PPP	$	97		$	(1,838	)	$	(1,741	)
Loans - PPP		(90	)		1,291			1,201
Investment securities – taxable		(25	)		(678	)		(703	)
Investment securities – non-taxable		446			(173	)		273
Other interest-earning assets		139			(141	)		(2	)
Total increase (decrease) in interest income		567			(1,539	)		(972	)

Interest-bearing liabilities:
NOW, Savings, MMDAs		180			(360	)		(180	)
Time deposits		(2	)		(392	)		(394	)
Short-term borrowings		(4	)		(1	)		(5	)
Notes payable & other borrowings		(94	)		1			(93	)
Subordinated debt securities		749			(140	)		609
Junior subordinated deferrable interest debentures		—			(73	)		(73	)
Total increase (decrease) interest expense:		829			(965	)		(136	)

Increase (decrease) in net interest income	$	(262	)	$	(574	)	$	(836	)

	Six Months Ended June 30,
	2021 over 2020
	Change due to:						Total
	Volume			Rate			Variance
	(Dollars in thousands)
Interest-earning assets:
Loans, excluding PPP	$	48		$	(6,560	)	$	(6,512	)
Loans - PPP		1,037			3,162			4,199
Investment securities – taxable		(115	)		(1,748	)		(1,863	)
Investment securities – non-taxable		1,400			(148	)		1,252
Other interest-earning assets		987			(1,623	)		(636	)
Total increase (decrease) in interest income		3,357			(6,917	)		(3,560	)

Interest-bearing liabilities:
NOW, Savings, MMDAs		606			(2,338	)		(1,732	)
Time deposits		(133	)		(835	)		(968	)
Short-term borrowings		(33	)		(61	)		(94	)
Notes payable & other borrowings		(315	)		(100	)		(415	)
Subordinated debt securities		1,499			(275	)		1,224
Junior subordinated deferrable interest debentures		—			(251	)		(251	)
Total increase (decrease) interest expense:		1,624			(3,860	)		(2,236	)

Increase (decrease) in net interest income	$	1,733		$	(3,057	)	$	(1,324	)

Net interest income for the three months ended June 30, 2021 was $29.6 million, compared to $30.4 million for the three months ended June 30, 2020, a decrease of $855 thousand, or 2.8%. The decrease in net interest income was comprised of a $1.0 million, or 2.9% decrease in interest income and a $136 thousand, or 3.8% decrease in interest expense. The decrease in interest income was primarily attributable to a 35 basis point decrease in non-PPP loan rates for the three-month period ended June 30, 2021, compared to the three-month period ended June 30, 2020, caused by the decline in the interest rate environment experienced in the first quarter of 2020 and its continued effects. The decline in loan interest rates was partially offset by interest income on PPP loans and the related SBA fees. These fees are deferred and then accreted into interest income over the life of the applicable loans. During the three months ended June 30, 2021 the Company had $393 thousand in interest income on PPP loans and recognized $1.9 million in PPP-related SBA fees as PPP loans were forgiven by the SBA or repaid. At June 30, 2021, there was $4.6 million of deferred fees that have not been accreted to income. The Company expects that the remaining first and second rounds of PPP loans will continue to be forgiven by the SBA or repaid over the next several quarters.

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Interest expense on deposits for the three months ended June 30, 2021 decreased $574 thousand as compared to the three months ended June 30, 2020, primarily due to a decrease in the interest rate paid on interest-bearing deposits of 16 basis points, partially offset by an increase of $223 million, or 11.3% in average interest-bearing deposits over the same period in 2020. The increase in average interest-bearing liabilities from June 30, 2020 to June 30, 2021 was largely due to growth in deposits from PPP loan funding, other government stimulus payments and programs during the period, as well as organic growth. Interest expense on subordinated debt increased $609 thousand for the three months ended June 30, 2021 as compared to the same period in 2020 due to $50.0 million of subordinated notes that were issued in September 2020. Additionally, average noninterest-bearing demand deposits increased to $1.0 billion at June 30, 2021 from $901.8 million at June 30, 2020.

For the three months ended June 30, 2021, net interest margin and net interest spread were 3.42% and 3.23%, respectively, compared to 3.79% and 3.59% for the same three-month period in 2020, which reflects the changes in interest income and interest expense discussed above.

Net interest income for the six months ended June 30, 2021 was $59.1 million, compared to $60.6 million for the six months ended June 30, 2020, a decrease of $1.5 million, or 2.5%. The decrease in net interest income was comprised of a $3.7 million, or 5.4%, decrease in interest income and a $2.2 million, or 24.6% decrease in interest expense. The decrease in interest income was primarily attributable to a decrease of 59 basis points in the yield on non-PPP loans, partially offset by an increase of $82.6 million in average PPP loans outstanding and the related SBA fees recognized as PPP loans were forgiven by the SBA or repaid during the six-month period ended June 30, 2021, compared to the six-month period ended June 30, 2020.

The $2.2 million decrease in interest expense for the six months ended June 30, 2021 was primarily related to a decrease of 26 basis points in the rate paid on interest-bearing liabilities, partially offset by an increase of $180.0 million, or 8.3%, in average interest-bearing liabilities over the same six-month period in 2020. The increase in average interest-bearing liabilities was mainly due to increased deposits from PPP loan funding, other government stimulus payments and programs during the period as well as organic growth and the $50.0 million of subordinated notes issued in September 2020. Additionally, average noninterest-bearing demand deposits increased to $969.0 million at June 30, 2021 from $833.7 million at June 30, 2020.

For the six months ended June 30, 2021, net interest margin and net interest spread were 3.47% and 3.28%, respectively, compared to 3.95% and 3.69% for the same six-month period in 2020, which reflects the changes in interest income and interest expense discussed above.

Provision for Loan Losses

Credit risk is inherent in the business of making loans. We establish an allowance for loan losses through charges to earnings, which are shown in the statements of income as the provision for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our allowance for loan losses and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to our earnings. The provision for loan losses and the amount of allowance for each period are dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market areas.

The Company recorded a negative provision for loan losses for the three months ended June 30, 2021 of $2.0 million compared to a positive provision of $13.1 million for the three months ended June 30, 2020. The Company recorded a negative provision for loan losses for the six months ended June 30, 2021 of $1.9 million, compared to a positive provision of $19.4 million for the six months ended June 30, 2020. The decrease in the provision for loan losses in the three-month and six-month periods ended June 30, 2021 compared to the same three-month and six-month periods in 2020 is primarily a result of a negative provision being recorded in June 2021 based on general improvement in the economy, a decline in the amount of loans that are actively under a modification, and a decrease in nonperforming loans. The allowance for loan losses as a percentage of loans held for investment was 1.87% at June 30, 2021 and 2.05% at December 31, 2020. Further discussion of the allowance for loan losses is noted below.

Noninterest Income

While interest income remains the largest single component of total revenues, noninterest income is an important contributing component. The largest portion of our noninterest income is associated with our mortgage banking activities. Other sources of noninterest income include service charges on deposit accounts, bank card services and interchange fees, and income from insurance activities.

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The following table sets forth the major components of our noninterest income for the periods indicated:

	Three Months Ended June 30,							Six Months Ended June 30,
	2021		2020		Increase (Decrease)			2021		2020		Increase (Decrease)
	(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts	$	1,599	$	1,439	$	160		$	3,172	$	3,422	$	(250	)
Income from insurance activities		1,240		1,022		218			2,352		2,181		171
Bank card services and interchange fees		3,073		2,344		729			5,715		4,582		1,133
Mortgage banking activities		13,711		17,955		(4,244	)		32,527		26,708		5,819
Investment commissions		530		365		165			960		820		140
Fiduciary income		842		776		66			1,678		1,605		73
Gain on sale of securities		—		—		—			—		2,318		(2,318	)
Other income and fees⁽¹⁾		1,255		995		260			2,346		2,135		211
Total noninterest income	$	22,250	$	24,896	$	(2,646	)	$	48,750	$	43,771	$	4,979

(1)	Other income and fees includes the increase in the cash surrender value of life insurance, safe deposit box rental, check printing, collections, wire transfer and other miscellaneous services.

Noninterest income for the three months ended June 30, 2021 was $22.3 million, compared to $24.9 million for the three months ended June 30, 2020, an decrease of $2.6 million, or 10.6%. Income from mortgage banking activities decreased $4.2 million, or 23.6%, to $13.7 million for the three months ended June 30, 2021 from $18.0 million for the three months ended June 30, 2020. The decrease was due primarily to a result of $61 million less in interest rate lock commitments and a decline in gain on sale margins. Additionally, bank card services and interchange fee income increased $729 thousand and income from insurance activities increased $218 thousand for the three months ended June 30, 2021 compared to the three months ended June 30, 2020. The increase in bank card services and interchange fee income was primarily tied to the growth in deposits and increased consumer spending. The increase in income from insurance activities is primarily related to Windmark Insurance Agency, Inc.’s 2020 acquisition.

Noninterest income for the six months ended June 30, 2021 was $48.8 million, compared to $43.8 million for the six months ended June 30, 2020, an increase of $5.0 million, or 11.4%. Income from mortgage banking activities increased $5.8 million, or 21.8%, to $32.5 million for the six months ended June 30, 2021 from $26.7 million for the six months ended June 30, 2020. This increase was primarily a result of an increase of $231 million in mortgage loan originations for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. We experienced record volume in mortgage originations during 2020, primarily in the last three quarters of the year, as the industry benefitted from historic low levels of interest rates. The increased mortgage activity has continued during the first two quarters of 2021. Refinance activity has also played a key role in this increase, which is expected to taper off in the latter part of 2021 and then return to more historic levels. Further, bank card services and interchange fee income increased $1.1 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The increase in bank card services and interchange fee income was primarily tied to the growth in deposits and increased consumer spending. These increases were partially offset by a decrease of $2.3 million in gain on sale of securities, which occurred in the first quarter of 2020.

Noninterest Expense

The following table sets forth the major components of our noninterest expense for the periods indicated:

	Three Months Ended June 30,							Six Months Ended June 30,
	2021		2020		Increase (Decrease)			2021		2020		Increase (Decrease)
	(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits	$	23,377	$	21,621	$	1,756		$	47,695	$	42,431	$	5,264
Occupancy expense, net		3,499		3,586		(87	)		7,064		7,186		(122	)
Professional services		1,522		1,961		(439	)		3,095		3,533		(438	)
Marketing and development		812		806		6			1,380		1,574		(194	)
IT and data services		907		1,079		(172	)		1,961		1,926		35
Bankcard expenses		1,252		1,017		235			2,301		2,069		232
Appraisal expenses		879		638		241			1,560		1,093		467
Other expenses⁽¹⁾		4,530		4,499		31			8,779		9,406		(627	)
Total noninterest expense	$	36,778	$	35,207	$	1,571		$	73,835	$	69,218	$	4,617

(1)	Other expenses include items such as telephone expenses, postage, courier fees, directors’ fees, and insurance.

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Noninterest expense for the three months ended June 30, 2021 was $36.8 million compared to $35.2 million for the three months ended June 30, 2020, an increase of $1.6 million, or 4.5%. Salaries and employee benefits increased $1.8 million, or 8.1%, from $21.6 million for the three months ended June 30, 2020 to $23.4 million for the three months ended June 30, 2021. This increase in salaries and employee benefits expense was primarily driven by a $1.8 million increase in personnel expense. This increase was predominantly related to $1.4 million in higher commissions paid on mortgage loan originations and a rise in salary and other personnel expenses to support mortgage activities. The remaining other noninterest expenses decreased $185 thousand, or 1.3%.

Noninterest expense for the six months ended June 30, 2021 was $73.8 million, compared to $69.2 million for the six months ended June 30, 2020, an increase of $4.6 million, or 6.7%. Salaries and employee benefits increased $5.3 million, or 12.4%, from $42.4 million for the six months ended June 30, 2020 to $47.7 million for the six months ended June 30, 2021. This increase in salaries and employee benefits expense was predominately driven by increased commissions paid on the higher volume of mortgage loan originations other personnel expenses to support mortgage activities. Other noninterest expenses decreased $647 thousand for the six months ended June 30, 2021 compared to the same six-month period in 2020. This decrease was primarily related to additional expenses incurred in the second quarter of 2020 related to the Company’s acquisition of West Texas State Bank.

Financial Condition

Our total assets increased $113.8 million, or 3.2%, to $3.71 billion at June 30, 2021, compared to $3.60 billion at December 31, 2020. Our gross loans held for investment increased $81.9 million, or 3.7%, to $2.30 billion at June 30, 2021, compared to $2.22 billion at December 31, 2020. Our securities portfolio decreased $25.5 million, or 3.2%, to $777.6 million at June 30, 2021, compared to $803.1 million at December 31, 2020. Total deposits increased $184.1 million, or 6.2% to $3.16 billion at June 30, 2021, compared to $2.97 billion at December 31, 2020.

Loan Portfolio

Our loans represent the largest portion of earning assets, greater than our securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an important consideration when reviewing the Company’s financial condition. We originate substantially all of the loans in our portfolio, except certain loan participations that are independently underwritten by the Company prior to purchase.

The following table presents the balance and associated percentage of each major category in our loans held for investment portfolio at the dates indicated:

	June 30, 2021						December 31, 2020
	Amount			% of Total			Amount			% of Total
	(Dollars in thousands)
Commercial real estate	$	682,017			29.6	%	$	663,344			29.9	%
Commercial – specialized		323,576			14.0			311,686			14.0
Commercial – general		492,314			21.4			518,309			23.3
Consumer:
1-4 family residential		375,302			16.3			360,315			16.2
Auto loans		230,570			10.0			205,840			9.3
Other consumer		68,098			3.0			67,595			3.0
Construction		131,585			5.7			94,494			4.3
Gross loans		2,303,462			100.0	%		2,221,583			100.0	%
Allowance for loan losses		(42,963	)					(45,553	)
Net loans	$	2,260,499					$	2,176,030

Loans held for investment increased $81.9 million, or 3.7%, to $2.30 billion at June 30, 2021, compared to $2.22 billion at December 31, 2020. We had net organic growth in non-PPP loans of $137.7 during the six months ended June 30, 2021. This increase occurred in a majority of loan segments, with the largest volume growth in residential construction, consumer auto, and multifamily property loans. These increases were partially offset by a decrease in PPP loans of $55.8 million as the Company funded $91.4 million in new PPP loans and received forgiveness payments from the SBA or repayments totaling $147.2 million on PPP loans, during the first six months of 2021.

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The Bank is primarily involved in real estate, commercial, agricultural and consumer lending activities with customers throughout Texas and Eastern New Mexico. We have a collateral concentration, as 68.4% of our loans held for investment were secured by real property as of June 30, 2021, compared to 66.5% as of December 31, 2020. We believe that these loans are not concentrated in any one single property type and that they are geographically dispersed throughout the areas we serve. Although the Bank has a diversified loan portfolio, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the markets in which it operates, which consist primarily of agribusiness, wholesale/retail, oil and gas and related businesses, healthcare industries and institutions of higher education.

We have established concentration limits in the loan portfolio for commercial real estate loans and unsecured lending, among other loan types. All loan types are within established limits. We use underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending to allow us to react to a borrower’s deteriorating financial condition, should that occur.

Commercial Real Estate. Our commercial real estate portfolio includes loans for commercial property that is owned by real estate investors, construction loans to build owner-occupied properties, and loans to developers of commercial real estate investment properties and residential developments. Commercial real estate loans are subject to underwriting standards and processes similar to our commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing our real estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Commercial real estate loans increased $18.7 million, or 2.8%, to $682.0 million as of June 30, 2021 from $663.3 million as of December 31, 2020. Our multifamily property loans increased $23.2 million, partially offset by decreases in our office and other commercial tenant loans.

Commercial – General and Specialized. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably. Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, to evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations, and to ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial loans, as the repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories: specialized and general. Commercial related loans that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related loans that contain a broader diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant and retail, construction, and other industries.

Commercial specialized loans increased $11.9 million, or 3.8%, to $323.6 million as of June 30, 2021 from $311.7 million as of December 31, 2020. This increase was primarily due to organic growth in our direct energy sector of $14.1 million.

Commercial general loans decreased $26.0 million, or 5.0%, to $492.3 million as of June 30, 2021 from $518.3 million as of December 31, 2020. The decrease in commercial general loans was primarily due to a decrease in PPP loans of $55.8 million, partially offset with organic loan growth in the rest of the segment.

Consumer. We utilize a computer-based credit scoring analysis to supplement our policies and procedures in underwriting consumer loans. Our loan policy addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimize our risk. Residential real estate loans are included in consumer loans. We generally require mortgage title insurance and hazard insurance on these residential real estate loans.

Consumer and other loans increased $40.2 million, or 6.3%, to $674.0 million as of June 30, 2021, from $633.8 million as of December 31, 2020. The increase in these loans was primarily a result of a $15.0 million increase in residential mortgage loans and a $24.7 million increase in consumer auto loans as a result of increased auto and home buyer demand related to the current low interest rate environment. As of June 30, 2021, our consumer loan portfolio was comprised of $375.3 million in 1-4 family residential loans, $230.6 million in auto loans, and $68.1 million in other consumer loans.

Construction. Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the projects.

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Construction loans increased $37.1 million, or 39.3%, to $131.6 million as of June 30, 2021 from $94.5 million as of December 31, 2020. The increase resulted from continued higher demand for residential construction as a result of home shortages in many of our markets as the decline in mortgage interest rates has increased the number of buyers for homes.

Allowance for Loan Losses

The allowance for loan losses provides a reserve against which loan losses are charged as those losses become evident. Management evaluates the appropriate level of the allowance for loan losses on a quarterly basis. The analysis takes into consideration the results of an ongoing loan review process, the purpose of which is to determine the level of credit risk within the portfolio and to ensure proper adherence to underwriting and documentation standards. Additional allowances are provided to those loans which appear to represent a greater than normal exposure to risk. The quality of the loan portfolio and the adequacy of the allowance for loan losses is reviewed by regulatory examinations and the Company’s internal and external loan reviews. The allowance for loan losses consists of two elements: (1) specific valuation allowances established for probable losses on specific loans and (2) historical valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

To determine the adequacy of the allowance for loan losses, the loan portfolio is broken into categories based on loan type. Historical loss experience factors by category, adjusted for changes in trends and conditions, are used to determine an indicated allowance for each portfolio category. These factors are evaluated and updated based on the composition of the specific loan portfolio. Other considerations include volumes and trends of delinquencies, nonaccrual loans, levels of bankruptcies, criticized and classified loan trends, expected losses on real estate secured loans, new credit products and policies, economic conditions, concentrations of credit risk, and the experience and abilities of the Company’s lending personnel. In addition to the portfolio evaluations, impaired loans with a balance of $250 thousand or more are individually evaluated based on facts and circumstances of the loan to determine if a specific allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the above threshold when it is determined that the risk associated with the loan differs significantly from the risk factor amounts established for its loan category.

The allowance for loan losses was $43.0 million at June 30, 2021, compared to $45.6 million at December 31, 2020, a decrease of $2.6 million, or 5.7%. The decrease is primarily a result of a negative provision being recorded in June 2021 based on general improvement in the economy, a decline in the amount of loans that are actively under a modification, and a decrease in nonperforming loans.

The following table provides an analysis of the allowance for loan losses at the dates indicated.

	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance
	(Dollars in thousands)
Three Months Ended June 30, 2021
Commercial real estate	$	19,020	$	—		$	—	$	(1,732	)	$	17,288
Commercial – specialized		5,458		(5	)		23		(653	)		4,823
Commercial – general		8,979		(34	)		86		(83	)		8,948
Consumer:
1-4 family residential		4,890		—			2		172			5,064
Auto loans		3,891		(139	)		50		13			3,815
Other consumer		1,480		(119	)		85		(12	)		1,434
Construction		1,301		—			2		288			1,591
Total	$	45,019	$	(297	)	$	248	$	(2,007	)	$	42,963

	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance
	(Dollars in thousands)
Three Months Ended June 30, 2020
Commercial real estate	$	7,192	$	—		$	108	$	7,856		$	15,156
Commercial – specialized		4,555		(836	)		23		2,872			6,614
Commercial – general		7,980		(532	)		72		1,773			9,293
Consumer:
1-4 family residential		2,744		—			1		181			2,926
Auto loans		4,312		(262	)		57		(168	)		3,939
Other consumer		1,639		(383	)		179		205			1,640
Construction		652		—			1		414			1,067
Total	$	29,074	$	(2,013	)	$	441	$	13,133		$	40,635

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	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance
	(Dollars in thousands)
Six Months Ended June 30, 2021
Commercial real estate	$	18,962	$	—		$	—	$	(1,674	)	$	17,288
Commercial – specialized		5,760		(5	)		100		(1,032	)		4,823
Commercial – general		9,227		(377	)		130		(32	)		8,948
Consumer:
1-4 family residential		4,646		(52	)		3		467			5,064
Auto loans		4,226		(327	)		83		(167	)		3,815
Other consumer		1,671		(377	)		146		(6	)		1,434
Construction		1,061		—			4		526			1,591
Total	$	45,553	$	(1,138	)	$	466	$	(1,918	)	$	42,963

	Beginning Balance		Charge-offs			Recoveries		Provision		Ending Balance
	(Dollars in thousands)
Six Months Ended June 30, 2020
Commercial real estate	$	5,049	$	—		$	215	$	9,892	$	15,156
Commercial – specialized		2,287		(850	)		87		5,090		6,614
Commercial – general		9,609		(1,380	)		89		975		9,293
Consumer:
1-4 family residential		2,093		—			1		832		2,926
Auto loans		3,385		(704	)		109		1,149		3,939
Other consumer		1,341		(749	)		252		796		1,640
Construction		433		—			1		633		1,067
Total	$	24,197	$	(3,683	)	$	754	$	19,367	$	40,635

Net charge-offs totaled $49 thousand and were 0.01% (annualized) of average loans outstanding for the three months ended June 30, 2021, compared to $1.6 million and 0.27% (annualized) for the three months ended June 30, 2020. Net charge-offs totaled $672 thousand and were 0.06% (annualized) of average loans outstanding for the six months ended June 30, 2021, compared to $2.9 million and 0.26% (annualized) for the six months ended June 30, 2020. The decrease in net charge-offs for the year-to-date comparison was primarily the result of a $518 thousand charge-off on a retail commercial relationship in the first quarter of 2020, a $822 thousand charge-off of an acquired direct energy relationship in the second quarter of 2020, as well as other smaller commercial-general charge-offs during 2020. The allowance for loan losses as a percentage of loans held for investment was 1.87% at June 30, 2021 and 2.05% at December 31, 2020.

While the entire allowance for loan losses is available to absorb losses from any part of our loan portfolio, the following table sets forth the allocation of the allowance for loan losses for the periods presented and the percentage of allowance in each classification to total allowance:

	June 30, 2021					December 31, 2020
	Amount		% of Total			Amount		% of Total
	(Dollars in thousands)
Commercial real estate	$	17,288		40.2	%	$	18,962		41.6	%
Commercial – specialized		4,823		11.2			5,760		12.6
Commercial – general		8,948		20.8			9,227		20.3
Consumer:
1-4 family residential		5,064		11.8			4,646		10.2
Auto loans		3,815		8.9			4,226		9.3
Other consumer		1,434		3.4			1,671		3.7
Construction		1,591		3.7			1,061		2.3
Total allowance for loan losses	$	42,963		100.0	%	$	45,553		100.0	%

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Asset Quality

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable doubt as to collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of principal and interest is probable.

A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include loans on nonaccrual status and performing restructured loans. Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances, we measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. A loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on an annual basis. Between appraisal periods, the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring process, or if discussions with the borrower lead us to believe the last appraised value no longer reflects the actual market for the collateral. The impairment amount on a collateral-dependent loan is charged-off to the allowance if deemed not collectible and the impairment amount on a loan that is not collateral-dependent is set up as a specific reserve.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until sold and is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. Nonperforming loans include nonaccrual loans and loans past due 90 days or more.

	June 30, 2021		December 31, 2020
	(Dollars in thousands)
Nonaccrual loans:
Commercial real estate	$	2,559	$	6,311
Commercial – specialized		169		272
Commercial – general		6,008		5,489
Consumer:
1-4 family residential		2,154		1,595
Auto loans		40		—
Other consumer		48		51
Construction		166		—
Total nonaccrual loans		11,144		13,718
Past due loans 90 days or more and still accruing		1,394		1,246
Total nonperforming loans		12,538		14,964
Other real estate owned		1,146		1,353
Total nonperforming assets	$	13,684	$	16,317

Restructured loans - nonaccrual⁽¹⁾	$	383	$	88
Restructured loans - accruing	$	1,629	$	1,687

(1)	Restructured loans, nonaccrual, are included in nonaccrual loans which are a component of nonperforming loans.

In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructuring (“TDR”). Included in certain loan categories of impaired loans are TDRs on which we have granted certain material concessions to the borrower as a result of the borrower experiencing financial difficulties. The concessions granted by us may include, but are not limited to: (1) a modification in which the maturity date, timing of payments or frequency of payments is modified, (2) an interest rate lower than the current market rate for new loans with similar risk, or (3) a combination of the first two factors.

If a borrower on a restructured accruing loan has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform under the restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of payments. Loans identified as TDRs are evaluated for impairment using the present value of the expected cash flows or the estimated fair value of the collateral, if the loan is collateral dependent. The fair value is determined, when possible, by an appraisal of the property less estimated costs related to liquidation of the collateral. The appraisal amount may also be adjusted for current market conditions. Adjustments to reflect the present value of the expected cash flows or the estimated fair value of collateral dependent loans are a component in determining an appropriate allowance for loan losses, and as such, may result in increases or decreases to the provision for loan losses in current and future earnings.

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We had no loans restructured as TDRs during the first six months of 2021 or 2020. TDRs are excluded from our nonperforming loans unless they otherwise meet the definition of nonaccrual loans or past due 90 days or more.

COVID-19 Industry Exposures. The Company’s COVID-19 industry exposures at June 30, 2021 were:

•

Restaurant and retail owner-occupied loans totaled $102.6 million, or 4.5% of total loans. The average loan size is $361 thousand. There was $1.8 million in classified loans, less than $50 thousand in loans past due 30 days or more, and $1.3 million in nonaccrual loans. The related allowance for loan losses to total restaurant and retail owner-occupied loans is 3.65%. As of June 30, 2021, approximately 1% of these loans were active modifications as a result of the COVID-19 pandemic.

•

Hospitality and assisted living center loans totaled $120.6 million, or 5.2% of total loans. The average loan size is $2.8 million. There was $48.6 million in classified loans, $3.2 million in loans past due 30 days or more, and $1.2 million in nonaccrual loans. The related allowance for loan losses to total hospitality and assisted living center loans is 8.59%. As of June 30, 2021, approximately 29% of these loans were active modifications as a result of the COVID-19 pandemic. All of these modifications were interest-only periods of 12 months or a combination of a 90-day deferral and nine months of interest only.

Oil and Gas Exposures. The Company’s direct energy sector loans totaled $78.1 million, or 3.4% of total loans, at June 30, 2021. There was $5.6 million in classified loans, $176 thousand in loans past due 30 days or more, and $53 thousand in nonaccrual loans. Management has expanded the monitoring of the loans in this category. The related allowance for loan losses to direct energy loans is 3.50%. As of June 30, 2021, none of these loans were active modifications as a result of the COVID-19 pandemic.

Securities Portfolio

The securities portfolio is the second largest component of the Company’s interest-earning assets, and the structure and composition of this portfolio is important to an analysis of the financial condition of the Company. The portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a depositor or lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, since it provides a large base of assets, the maturity and interest rate characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; and (iv) it is an alternative interest-earning asset when loan demand is weak or when deposits grow more rapidly than loans.

The securities portfolio consists of securities classified as either held-to-maturity or available-for-sale. All held-to-maturity securities are reported at amortized cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity. All available-for-sale securities are reported at fair value. Securities available-for-sale consist primarily of state and municipal securities, mortgage-backed securities and U.S. government sponsored agency securities. We determine the appropriate classification at the time of purchase.

Our securities portfolio decreased $25.5 million, or 3.2%, to $777.6 million at June 30, 2021, compared to $803.1 million at December 31, 2020. The decrease was primarily due to a $7.9 million decline in the unrealized gain at June 30, 2021 compared to December 31, 2020, in addition to $72.0 million in maturities, prepayments, and calls, partially offset by $56.6 million in purchases.

The following table summarizes the fair value of the securities portfolio as of the dates presented.

	June 30, 2021						December 31, 2020
	Amortized Cost		Fair Value		Unrealized Gain/(Loss)		Amortized Cost		Fair Value		Unrealized Gain/(Loss)
	(Dollars in thousands)
Available-for-sale
U.S. government and agencies	$	—	$	—	$	—	$	4,750	$	4,753	$	3
State and municipal		267,615		278,815		11,200		261,023		272,607		11,584
Mortgage-backed securities		342,490		347,575		5,085		359,542		373,362		13,820
Collateralized mortgage obligations		106,976		107,920		944		107,175		106,715		(460	)
Asset-backed and other amortizing securities		29,316		30,891		1,575		31,509		33,572		2,063
Other securities		12,000		12,412		412		12,000		12,078		78
Total available-for-sale	$	758,397	$	777,613	$	19,216	$	775,999	$	803,087	$	27,088

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Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. At June 30, 2021, we evaluated the securities which had an unrealized loss for other-than-temporary impairment and determined all declines in value to be temporary. We anticipate full recovery of amortized cost with respect to these securities by maturity, or sooner in the event of a more favorable market interest rate environment. We do not intend to sell these securities and it is not probable that we will be required to sell them before recovery of the amortized cost basis, which may be at maturity.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the date presented. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligation with or without call or prepayment penalties.

	As of June 30, 2021
	Due in One Year or Less					Due after One Year Through Five Years					Due after Five Year Through Ten Years					Due after Ten Years
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
	(Dollars in thousands)
Available-for-sale
U.S. government and agencies	$	—		—	%	$	—		—	%	$	—		—	%	$	—		—	%
State and municipal		1,130		1.92			5,325		3.08			13,944		2.14			247,216		2.24
Mortgage-backed securities		—		—			1,208		1.59			10,887		1.95			330,395		1.94
Collateralized mortgage obligations		—		—			—		—			106,976		0.56			—		—
Asset-backed and other amortizing securities		—		—			—		—			720		2.90			28,596		2.82
Other securities		—		—			—		—			12,000		4.47			—		—
Total available-for-sale	$	1,130		1.92	%	$	6,533		2.80	%	$	144,527		1.16	%	$	606,207		2.10	%

	As of December 31, 2020
	Due in One Year or Less					Due after One Year Through Five Years					Due after Five Years Through Ten Years					Due after Ten Years
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
	(Dollars in thousands)
Available-for-sale
U.S. government and agencies	$	4,750		2.75	%	$	—		—		$	—		—	%	$	—		—	%
State and municipal		1,982		11.60			3,397		2.70	%		14,079		2.11			241,565		2.28
Mortgage-backed securities		—		—			577		1.50	%		12,723		1.94			346,242		1.95
Collateralized mortgage obligations		—		—			—		—			—		—			107,175		0.62
Asset-backed and other amortizing securities		—		—			—		—			820		2.89	%		30,689		2.82
Total available-for-sale	$	6,732		5.35	%	$	3,974		2.52	%	$	39,622		2.78	%	$	725,671		1.90	%

Deposits

Deposits represent the Company’s primary and most vital source of funds. We offer a variety of deposit products including demand deposits accounts, interest-bearing products, savings accounts and certificate of deposits. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production, customer referrals, marketing staffs, mobile and online banking and various involvements with community networks.

Total deposits at June 30, 2021 were $3.16 billion, representing an increase of $184.1 million, or 6.2%, compared to $2.97 billion at December 31, 2020. The increase in total deposits since December 31, 2019 is primarily due to organic growth, customers depositing funds received from PPP loans and maintaining higher balances, and other government stimulus payments and programs. We anticipate that as customers spend down their PPP loan funds, this will result in a reduction in deposits. As of June 30, 2021, 31.6% of total deposits were comprised of noninterest-bearing demand accounts, 58.0% of interest-bearing non-maturity accounts and 10.4% of time deposits.

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The following table shows the deposit mix as of the dates presented:

	June 30, 2021					December 31, 2020
	Amount		% of Total			Amount		% of Total
	(Dollars in thousands)
Noninterest-bearing deposits	$	998,941		31.6	%	$	917,322		30.9	%
NOW and other transaction accounts		361,616		11.4			332,829		11.2
Money market and other savings		1,470,525		46.6			1,398,699		47.0
Time deposits		327,413		10.4			325,501		10.9
Total deposits	$	3,158,495		100.0	%	$	2,974,351		100.0	%

The following table sets forth the remaining maturity of time deposits of $100 thousand and greater as of the date indicated:

(Dollars in thousands)	June 30, 2021
Time deposits $100,000 or greater with remaining maturity of:
Three months or less	$	31,933
After three months through six months		36,575
After six months through twelve months		66,658
After twelve months		113,217
Total	$	248,383

Borrowed Funds

In addition to deposits, we utilize advances from the FHLB and other borrowings as a supplementary funding source to finance our operations.

FHLB Advances. The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by first mortgage loans and commercial real estate loans as well as FHLB stock. At June 30, 2021 and December 31, 2020, we had total remaining borrowing capacity from the FHLB of $584.2 million and $512.5 million, respectively.

The following table sets forth our FHLB borrowings as of and for the periods indicated:

	As of/For the Three Months Ended June 30,						As of/For the Six Months Ended June 30,
	2021			2020			2021			2020
	(Dollars in thousands)
Amount outstanding at end of the period	$	—		$	170,000		$	—		$	170,000
Weighted average interest rate at end of the period		0.00	%		0.29	%		0.00	%		0.29	%
Maximum month-end balance during the period	$	—		$	170,000		$	75,000		$	170,000
Average balance outstanding during the period	$	4,121		$	158,462		$	39,283		$	126,731
Weighted average interest rate during the period		0.29	%		0.24	%		0.20	%		0.71	%

Federal Reserve Bank of Dallas. The Bank has a line of credit with the Federal Reserve Bank of Dallas (the “FRB”). The amount of the line is determined on a monthly basis by the FRB. The line is collateralized by a blanket floating lien on all agriculture, commercial and consumer loans. The amount of the line was $609.0 million and $700.8 million at June 30, 2021 and December 31, 2020, respectively.

The following table sets forth our FRB borrowings as of and for the periods indicated:

	As of/For the Three Months Ended June 30,						As of/For the Six Months Ended June 30,
	2021			2020			2021			2020
	(Dollars in thousands)
Amount outstanding at end of the period	$	—		$	—		$	—		$	—
Weighted average interest rate at end of the period		0.00	%		0.00	%		0.00	%		0.00	%
Maximum month-end balance during the period	$	—		$	30,000		$	—		$	30,000
Average balance outstanding during the period	$	—		$	2,637		$	—		$	2,115
Weighted average interest rate during the period		0.00	%		0.31	%		0.00	%		0.29	%

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Lines of Credit. The Bank has uncollateralized lines of credit with multiple banks as a source of funding for liquidity management. The total amount of the lines was $796.0 million and $799.3 million as of June 30, 2021 and December 31, 2020, respectively. The lines were not used during the three or six month periods ended June 30, 2021 or the three or six month periods ending June 30, 2020.

Subordinated Debt Securities. In December 2018, the Company issued $26.5 million in subordinated debt securities. Securities totaling $12.4 million have a maturity date of December 2028 and an average fixed rate of 5.74% for the first five years. The remaining $14.1 million of securities have a maturity date of December 2030 and an average fixed rate of 6.41% for the first seven years. After the fixed rate periods, all securities will float at the Wall Street Journal prime rate, with a floor of 4.5% and a ceiling of 7.5%. These securities pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity is five years or less. Additionally, these securities qualify for tier 2 capital treatment, subject to regulatory limitations.

The balance of subordinated debt securities as of June 30, 2021 and December 31, 2020 was $75.7 million and $75.6 million, respectively.

Junior Subordinated Deferrable Interest Debentures and Trust Preferred Securities. Between March 2004 and June 2007, the Company formed three wholly-owned statutory business trusts solely for the purpose of issuing trust preferred securities, the proceeds of which were invested in junior subordinated deferrable interest debentures. The trusts are not consolidated and the debentures issued by the Company to the trusts are reflected in the Company’s consolidated balance sheets. The Company records interest expense on the debentures in its consolidated financial statements. The amount of debentures outstanding was $46.4 million at June 30, 2021 and December 31, 2020. The Company has the right, as has been exercised in the past, to defer payments of interest on the securities for up to twenty consecutive quarters. During such time, corporate dividends may not be paid. The Company is current in its interest payments on the debentures.

The chart below indicates certain information about each of the statutory trusts and the junior subordinated deferrable interest debentures, including the date the junior subordinated deferrable interest debentures were issued, outstanding amounts of trust preferred securities and junior subordinated deferrable interest debentures, the maturity date of the junior subordinated deferrable interest debentures, the interest rates on the junior subordinated deferrable interest debentures and the investment banker.

Name of Trust	Issue Date	Amount of Trust Preferred Securities		Amount of Debentures		Stated Maturity Date of Trust Preferred Securities and Debentures⁽¹⁾		Interest Rate of Trust Preferred Securities and Debentures⁽²⁾⁽³⁾
	(Dollars in thousands)
South Plains Financial Capital Trust III	2004	$	10,000	$	10,310		2034	3-mo. LIBOR + 265 bps; 2.82%
South Plains Financial Capital Trust IV	2005		20,000		20,619		2035	3-mo. LIBOR + 139 bps; 1.51%
South Plains Financial Capital Trust V	2007		15,000		15,464		2037	3-mo. LIBOR + 150 bps; 1.62%
Total		$	45,000	$	46,393

(1)	May be redeemed at the Company’s option.

(2)	Interest payable quarterly with principal due at maturity.

(3)	Rate as of last reset date, prior to June 30, 2021.

Liquidity and Capital Resources

Liquidity

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.

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Interest rate sensitivity involves the relationships between rate-sensitive assets and liabilities and is an indication of the probable effects of interest rate fluctuations on the Company’s net interest income. Interest rate-sensitive assets and liabilities are those with yields or rates that are subject to change within a future time period due to maturity or changes in market rates. The model is used to project future net interest income under a set of possible interest rate movements. The Company’s Investment/Asset Liability Committee (the “ALCO Committee”), reviews this information to determine if the projected future net interest income levels would be acceptable. The Company attempts to stay within acceptable net interest income levels.

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks, federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the FRB discount window. At June 30, 2021, the Bank had the capacity to borrow additional funds from the FHLB of up to approximately $584.2 million and the capacity to borrow from the FRB discount window of approximately $609.0 million. The FRB has also lowered the primary credit rate to 0.25% and extended the term to 90 days to enhance liquidity and encourage use of the FRB discount window. In addition, the Company maintains overnight fed fund purchase arrangements with correspondent banks.

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis. Management believes that these sources of liquidity will provide adequate funding and liquidity to address the economic uncertainties caused by the ongoing COVID-19 pandemic. However, during this period management is closely monitoring the Company’s potential liquidity needs, and if general economic conditions, the COVID-19 pandemic, or other events cause these sources of liquidity to become restricted or are eliminated, the Company may not be able to raise adequate funds or may incur substantially higher funding costs or operating restrictions in order to raise the necessary funds to support the Company’s operations and growth.

Capital Requirements

Total shareholders’ equity increased to $392.8 million as of June 30, 2021, compared to $370.0 million as of December 31, 2020, an increase of $22.8 million, or 6.2%. The increase from December 31, 2020 was primarily the result of $28.8 million in net earnings for the six months ended June 30, 2021, partially offset by a change in accumulated other comprehensive income of $2.9 million, net of tax and $2.2 million of dividends paid.

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. In July 2013, the Board of Governors of the Federal Reserve System published final rules for the adoption of the Basel III regulatory capital framework (“Basel III”). Under the Basel III capital adequacy guidelines and the regulatory framework for “prompt corrective action,” we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum amounts and ratio of common equity tier 1 (“CET1”) capital, tier 1 capital and total capital to risk-weighted assets and of tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

The risk-based capital ratios measure the adequacy of a bank’s capital against the riskiness of its assets and off-balance sheet activities. Failure to maintain adequate capital is a basis for “prompt corrective action” or other regulatory enforcement action. In assessing a bank’s capital adequacy, regulators also consider other factors such as interest rate risk exposure; liquidity, funding and market risks; quality and level of earnings; concentrations of credit, quality of loans and investments; risks of any nontraditional activities; effectiveness of bank policies; and management’s overall ability to monitor and control risks.

At June 30, 2021, both the Company and the Bank met all the capital adequacy requirements to which the Company and the Bank were subject. At June 30, 2021, the Bank was “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since June 30, 2021 that would materially adversely change such capital classifications. From time to time, we may need to raise additional capital to support the Company’s and the Bank’s further growth and to maintain our “well capitalized” status.

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The following table presents the Company’s and the Bank’s regulatory capital ratios as of the dates indicated.

	June 30, 2021					December 31, 2020
	Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
South Plains Financial, Inc.:
Total capital (to risk-weighted assets)	$	502,095		18.95	%	$	473,425		19.08	%
Tier 1 capital (to risk-weighted assets)		393,164		14.84			366,639		14.78
CET1 capital (to risk-weighted assets)		348,164		13.14			321,639		12.96
Tier 1 capital (to average assets)		393,164		10.54			366,639		10.24

City Bank:
Total capital (to risk-weighted assets)	$	413,791		15.59	%	$	404,138		16.29	%
Tier 1 capital (to risk-weighted assets)		380,498		14.34			372,947		15.03
CET1 capital (to risk-weighted assets)		380,498		14.34			372,947		15.03
Tier 1 capital (to average assets)		380,498		10.20			372,947		10.42

Community Bank Leverage Ratio

On September 17, 2019, the federal banking agencies jointly finalized a rule to be effective January 1, 2020 and intended to simplify the regulatory capital requirements described above for qualifying community banking organizations that opt into the Community Bank Leverage Ratio (“CBLR”) framework, as required by Section 201 of the EGRRCPA. The final rule became effective on January 1, 2020, and the CBLR framework became available for banks to use beginning with their March 31, 2020 Call Reports. Under the final rule, if a qualifying community banking organization opts into the CBLR framework and meets all requirements under the framework, it will be considered to have met the well-capitalized ratio requirements under the “prompt corrective action” regulations described above and will not be required to report or calculate risk-based capital. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. However, Section 4012 of the CARES Act required that the CBLR be temporarily lowered to 8%. The federal regulators issued a rule implementing the lower CBLR effective April 23, 2020. The rule also established a two-quarter grace period for a qualifying institution whose leverage ratio falls below the 8% CBLR requirement so long as the bank maintains a leverage ratio of 7% or greater. Another rule was issued to transition back to the 9% CBLR by increasing the ratio to 8.5% for calendar year 2021 and 9% thereafter. Although the Company and the Bank are qualifying community banking organizations, the Company and the Bank have elected not to opt in to the CBLR framework at this time and will continue to follow the Basel III capital requirements as described above.

Treasury Stock

The Company repurchased stock in accordance with its stock repurchase program during 2021. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds”, of this Form 10-Q for further information.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit to our customers is represented by the contractual or notional amount of those instruments. Commitments to extend credit and standby letters of credit are not recorded as an asset or liability by the Company until the instrument is exercised. The contractual or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company uses the same credit policies in making commitments and conditional obligations as they do for on-balance sheet instruments. The amount and nature of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the potential borrower.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private short-term borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments for which collateral is deemed necessary.

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The following table summarizes commitments we have made as of the dates presented.

	June 30, 2021		December 31, 2020
	(Dollars in thousands)
Commitments to grant loans and unfunded commitments under lines of credit	$	585,233	$	417,798
Standby letters of credit		9,432		10,481
Total	$	594,665	$	428,279

We use our line of credit with the FHLB to take out letters of credit. These letters of credit pledged as collateral for certain public fund deposits. These letters of credit are off-balance sheet liabilities and would only be funded in the event of a default by the Company. See “Borrowed Funds - FHLB Advances” herein for a discussion for amounts of letters of credit.

We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our interest rate risk policy provides management with the guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the ALCO Committee, in accordance with policies approved by the Bank’s board of directors. The ALCO Committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the ALCO Committee considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The ALCO Committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO Committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model. All of the assumptions used in our analyses are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

On a quarterly basis, we run a simulation model for a static balance sheet and other scenarios. These models test the impact on net interest income from changes in market interest rates under various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding internal rate risk simulations currently specifies that for gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 7.5% for a 100 basis point shift, 15% for a 200 basis point shift, and 22.5% for a 300 basis point shift.

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The following tables summarize the simulated change in net interest income over a 12-month horizon as of the dates indicated:

	June 30, 2021			December 31, 2020
Change in Interest Rates (Basis Points)	Percent Change in Net Interest Income			Percent Change in Net Interest Income
+300		7.11	%		5.33	%
+200		4.75	%		2.90	%
+100		2.10	%		1.06	%
-100		(1.13	)%		(1.24	)%

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Form 10-Q have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.

The Jumpstart Our Business Startups Act (the “JOBS Act”) permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have elected to take advantage of this extended transition period, which means that the financial statements included in this Form 10-Q, as well as any financial statements that we file in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments. Additional information about these policies can be found in Note 1 of the Company’s consolidated financial statements as of June 30, 2021.

Basis of Presentation and Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents. The Company includes all cash on hand, balances due from other banks, and Federal funds sold, all of which have original maturities within three months, as cash and cash equivalents.

Securities. Investment securities may be classified into trading, held-to-maturity, or available-for-sale portfolios. Securities that are held principally for resale in the near term are classified as trading. Securities that management has the ability and positive intent to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Securities not classified as trading or held-to-maturity are available-for-sale and are reported at fair value with unrealized gains and losses excluded from earnings, but included in the determination of other comprehensive income. Management uses these assets as part of its asset/liability management strategy; they may be sold in response to changes in liquidity needs, interest rates, resultant prepayment risk changes, and other factors. Management determines the appropriate classification of securities at the time of purchase. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Realized gains and losses and declines in value judged to be other than temporary are included in gain or loss on sale of securities. The cost of securities sold is based on the specific identification method.

Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the straight-line method, which is not materially different from the effective interest method required by GAAP.

Loans are placed on non-accrual status when, in management’s opinion, collection of interest is unlikely, which typically occurs when principal or interest payments are more than ninety days past due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Company’s allowance for loan losses consists of specific valuation allowances established for probable losses on specific loans and general valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management’s review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank’s loans are generally secured by specific items of collateral including real property, crops, livestock, consumer assets, and other business assets.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on various factors. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

Loans Held for Sale. Loans held for sale are comprised of residential mortgage loans. Loans that are originated for best efforts delivery are carried at the lower of aggregate cost or fair value as determined by aggregate outstanding commitments from investors or current investor yield requirements. All other loans held for sale are carried at fair value. Loans sold are typically subject to certain indemnification provisions with the investor; management does not believe these provisions will have any significant consequences.

Goodwill and Other Intangible Assets. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events and circumstances exist that indicate that an impairment test should be performed. Intangible assets with definite lives are amortized over their estimated useful lives.

Recently Issued Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included elsewhere in this Form 10-Q regarding the impact of new accounting pronouncements which we have adopted.

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

The Company manages market risk, which, as a financial institution is primarily interest rate volatility, through the ALCO Committee of the Bank, in accordance with policies approved by its board of directors. The Company uses an interest rate risk simulation model and shock analysis to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Interest Rate Sensitivity and Market Risk” herein for a discussion of how we manage market risk.

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Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Form 10-Q, 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, or the Exchange Act) were effective as of the end of the period covered by this Form 10-Q.

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) that occurred during the three months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

The Company and its subsidiaries are subject to various legal actions, as described in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report on Form 10-K”) filed with the SEC on March 11, 2021. Except as described above or in our 2020 Annual Report on Form 10-K, we are not presently involved in any other litigation, nor to our knowledge is any litigation threatened against us, that in management’s opinion would result in any material adverse effect on our financial position or results of operations or that is not expected to be covered by insurance.

Item 1A.

Risk Factors

In evaluating an investment in any of our securities, investors should consider carefully, among other things, information under the heading “Cautionary Notice Regarding Forward-Looking Statements” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Form 10-Q and the risk factors previously disclosed under the heading “Risk Factors” in Part I, Item 1A of our 2020 Annual Report on Form 10-K. There have been no material changes in the risk factors disclosed by the Company in the 2020 Annual Report on Form 10-K.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On March 13, 2020, the Company approved a stock repurchase program pursuant to which the Company may, from time to time, purchase up to $10.0 million of its outstanding shares of common stock (the “Program”). The shares may be repurchased from time to time in privately negotiated transactions or the open market, including pursuant to Rule 10b5-1 trading plans, and in accordance with applicable regulations of the SEC. The timing and exact amount of any repurchases will depend on various factors including, the performance of the Company’s stock price, general market and other conditions, applicable legal requirements and other factors. The Program may be terminated or amended by the Company’s board of directors at any time prior to the expiration date. On April 16, 2020, the Company announced a temporary suspension of the Program in light of the uncertainties presented by the COVID-19 pandemic and surrounding events. However, as announced on November 2, 2020, the Company resumed the Program. While the Program originally had an expiration date of April 15, 2021, the Company’s board of directors extended the expiration of the Program to November 5, 2021, subject to certain limitations and conditions.

The following table summarizes the share repurchase activity for the three months ended June 30, 2021.

	Total Shares Repurchased		Average Price Paid Per Share		Total Dollar Amount Purchased Pursuant to Publicly-Announced Plan		Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan
April 2021		17,035	$	21.70	$	369,679	$	8,565,658
May 2021		—		—		—		8,565,658
June 2021		22,299		23.43		522,574		8,043,084
Total		39,334

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

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Item 6.

Exhibits

Exhibit Number		Description
3.1		Amended and Restated Certificate of Formation of South Plains Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the SEC on April 12, 2019) (File No. 333-230851).

3.2		Amended and Restated Bylaws of South Plains Financial, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 filed with the SEC on April 12, 2019) (File No. 333-230851).

31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		The following material from South Plains Financial, Inc.’s Form 10-Q for the quarter ended June 30, 2021, formatted in XBRL (eXtensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Consolidated Financial Statements.

*	Filed with this Form 10-Q

**	Furnished with this Form 10-Q

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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.

		South Plains Financial, Inc.

Date:	August 9, 2021	By:	/s/ Curtis C. Griffith
			Curtis C. Griffith
			Chairman and Chief Executive Officer

Date:	August 9, 2021	By:	/s/ Steven B. Crockett
			Steven B. Crockett
			Chief Financial Officer and Treasurer