SOUTHSIDE BANCSHARES INC - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 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: 000-12247

SOUTHSIDE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas

75-1848732

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1201 S. Beckham Avenue,

Tyler,

Texas

75701

(Address of Principal Executive Offices)

(Zip Code)

903-531-7111

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $1.25 par value

SBSI

NASDAQ Global Select Market

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 ☒

The number of shares of the issuer’s common stock, par value $1.25, outstanding as of July 27, 2021 was 32,653,856 shares.

TABLE OF CONTENTS


GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS			1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS			3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			44
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			71
ITEM 4. CONTROLS AND PROCEDURES			73
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			73
ITEM 1A. RISK FACTORS			73
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			73
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			74
ITEM 4. MINE SAFETY DISCLOSURES			74
ITEM 5. OTHER INFORMATION			74
ITEM 6. EXHIBITS			75
EXHIBIT INDEX			75
SIGNATURES			76

Table of Contents

SOUTHSIDE BANCSHARES, INC.

Glossary of Acronyms, Abbreviations and Terms

The acronyms, abbreviations and terms listed below are used in various sections of this Form 10-Q, including "Item 1. Financial Statements" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations."


Entities:
Southside Bancshares, Inc.						Bank holding company for Southside Bank
Southside Bank						Texas state bank and wholly owned subsidiary of Southside Bancshares, Inc.
Company						Combined entities of Southside Bancshares, Inc. and its subsidiaries, including Southside Bank
Bank						Southside Bank
Southside						Southside Bancshares, Inc.

Other Acronyms, Abbreviations and Terms:
2020 Form 10-K						Company’s Annual Report on Form 10-K for the year ended December 31, 2020
Acquired Retirement Plan						OmniAmerican Bank defined benefit pension plan
AFS						Available for sale
ALCO						Asset/Liability Committee
AOCI						Accumulated other comprehensive income or loss
ASC						Accounting Standards Codification
ASU						Accounting Standards Update issued by the FASB
ATM						Automated teller machines
Basel Committee						Basel Committee on Banking Supervision
BOLI						Bank owned life insurance
CARES Act						Coronavirus Aid, Relief, and Economic Security Act
CDs						Certificates of deposit
CECL						ASU No. 2016-13, Financial Instruments- Credit Losses, also known as Current Expected Credit Losses
CET1						Common Equity Tier 1
CMOs						Collateralized mortgage obligations
COVID-19						Novel strain of coronavirus
Dodd-Frank Act						Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
Economic Aid Act						Economic Aid to Hard-Hit Small Business, Nonprofits and Venues Act
ESOP						Employee Stock Ownership Plan
ETR						Effective tax rate
Exchange Act						Securities Exchange Act of 1934
FASB						Financial Accounting Standards Board
FDIC						Federal Deposit Insurance Corporation
Federal Reserve						The Board of Governors of the Federal Reserve System
FHLB						Federal Home Loan Bank
FRBNY						Federal Reserve Bank of New York
FRDW						Federal Reserve Discount Window
FTE						Fully-taxable equivalents measurements
GAAP						Generally accepted accounting principles
GSEs						U.S. government-sponsored enterprises
Guidelines						Interagency Guidelines Prescribing Standards for Safety and Soundness adopted by federal banking agencies

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HTM						Held to maturity
ITM						Interactive teller machines
LIBOR						London Interbank Offered Rate
MBS						Mortgage-backed securities
MVPE						Market value of portfolio equity
OREO						Other real estate owned
PCD						Purchased financial assets with credit deterioration under CECL
PCI						Financial assets purchased credit impaired under ASC 310-30 prior to CECL
PPP						Paycheck Protection Program
PPP Facility						Paycheck Protection Program Lending Facility
Repurchase agreements						Securities sold under agreements to repurchase
Restoration Plan						Nonfunded supplemental retirement plan
Retirement Plan						Defined benefit pension plan
ROU						Right-of-use
SBA						Small Business Administration
SEC						Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York
TDR						Troubled debt restructurings
U.S.						United States

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(UNAUDITED)
(in thousands, except share amounts)


	June 30, 2021		December 31, 2020

ASSETS
Cash and due from banks	$	92,047	$	87,357
Interest earning deposits	36,441		21,051
Total cash and cash equivalents	128,488		108,408
Securities:
Securities AFS, at estimated fair value (amortized cost of $2,634,074 and $2,437,513, respectively)	2,766,035		2,587,305
Securities HTM (estimated fair value of $101,368 and $118,198, respectively)	94,850		108,998
FHLB stock, at cost	28,081		25,259
Equity investments	11,821		11,905
Loans held for sale	2,510		3,695
Loans:
Loans	3,642,346		3,657,779
Less: Allowance for loan losses	(42,913)		(49,006)
Net loans	3,599,433		3,608,773
Premises and equipment, net	142,835		144,576
Operating lease ROU assets	15,472		15,063
Goodwill	201,116		201,116
Other intangible assets, net	8,248		9,744
Interest receivable	36,596		38,708


BOLI	116,886		115,583
Other assets	30,037		29,094
Total assets	$	7,182,408	$	7,008,227

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest bearing	$	1,501,120	$	1,354,815
Interest bearing	3,655,047		3,577,507
Total deposits	5,156,167		4,932,322
Other borrowings	23,783		23,172
FHLB borrowings	721,368		832,527
Subordinated notes, net of unamortized debt issuance costs	197,312		197,251
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,258		60,255
Deferred tax liability, net	16,456		15,549
Unsettled trades to purchase securities	41,888		—
Operating lease liabilities	17,025		16,734
Other liabilities	53,751		55,120
Total liabilities	6,288,008		6,132,930

Off-balance-sheet arrangements, commitments and contingencies (Note 12)

Shareholders’ equity:
Common stock: ($1.25 par value, 80,000,000 shares authorized, 37,951,517 shares issued at June 30, 2021 and 37,934,819 shares issued at December 31, 2020)	47,439		47,419
Paid-in capital	777,413		771,511
Retained earnings	145,277		111,208
Treasury stock: (shares at cost, 5,276,448 at June 30, 2021 and 4,983,645 at December 31, 2020)	(140,616)		(123,921)
AOCI	64,887		69,080
Total shareholders’ equity	894,400		875,297
Total liabilities and shareholders’ equity	$	7,182,408	$	7,008,227

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

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SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(in thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Interest income:
Loans	$	35,720	$	39,115	$	71,758	$	81,010
Taxable investment securities	2,921		732		5,244		1,244
Tax-exempt investment securities	9,173		9,221		18,138		15,427
MBS	4,647		9,044		10,735		20,578
FHLB stock and equity investments	108		360		244		785
Other interest earning assets	17		23		32		203
Total interest income	52,586		58,495		106,151		119,247
Interest expense:
Deposits	2,339		6,229		4,936		16,148
FHLB borrowings	1,817		2,929		3,725		6,903
Subordinated notes	2,423		1,412		4,818		2,823
Trust preferred subordinated debentures	349		491		700		1,091
Other borrowings	11		163		22		310
Total interest expense	6,939		11,224		14,201		27,275
Net interest income	45,647		47,271		91,950		91,972
Provision for credit losses	1,677		5,245		(8,472)		30,492
Net interest income after provision for credit losses	43,970		42,026		100,422		61,480
Noninterest income:
Deposit services	6,609		5,532		12,734		11,811
Net gain on sale of securities AFS	15		2,662		2,018		8,203
Gain on sale of loans	393		683		986		853
Trust fees	1,496		1,221		2,879		2,526
BOLI	645		650		1,271		1,219
Brokerage services	850		499		1,630		1,079
Other	925		946		3,038		2,000
Total noninterest income	10,933		12,193		24,556		27,691
Noninterest expense:
Salaries and employee benefits	20,004		18,629		40,048		38,272
Net occupancy	3,606		3,668		7,166		6,979

Advertising, travel & entertainment	475		292		912		1,124
ATM expense	272		233		510		457
Professional fees	1,040		1,082		2,031		2,277
Software and data processing	1,406		1,295		2,718		2,522
Communications	612		506		1,137		999
FDIC insurance	435		174		889		199
Amortization of intangibles	730		931		1,496		1,911
Other	2,119		3,046		5,026		5,636
Total noninterest expense	30,699		29,856		61,933		60,376
Income before income tax expense	24,204		24,363		63,045		28,795
Income tax expense	2,887		2,809		7,637		3,288
Net income	$	21,317	$	21,554	$	55,408	$	25,507

Earnings per common share – basic	$	0.65	$	0.65	$	1.69	$	0.76
Earnings per common share – diluted	$	0.65	$	0.65	$	1.69	$	0.76
Cash dividends paid per common share	$	0.33	$	0.31	$	0.65	$	0.62

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

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SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Net income	$	21,317	$	21,554	$	55,408	$	25,507
Other comprehensive income (loss):
Securities AFS and transferred securities:
Change in unrealized holding gain (loss) on AFS securities during the period	33,166		25,813		(15,813)		87,299




Reclassification adjustment for amortization related to AFS and HTM debt securities	390		215		806		336

Reclassification adjustment for net gain on sale of AFS securities, included in net income	(15)		(2,662)		(2,018)		(8,203)

Derivatives:
Change in net unrealized (loss) gain on effective cash flow hedge interest rate swap derivatives	(3,104)		(5,439)		7,919		(25,039)

Reclassification adjustment of net loss related to derivatives designated as cash flow hedges	1,599		797		3,167		696

Pension plans:
Amortization of net actuarial (gain) loss and prior service credit, included in net periodic benefit cost	(9)		661		632		1,388
Prior service cost adjustment due to plan amendment	—		163		—		163
Change in net actuarial loss	—		(7,558)		—		(7,558)
Other comprehensive income (loss), before tax	32,027		11,990		(5,307)		49,082
Income tax (expense) benefit related to items of other comprehensive income (loss)	(6,726)		(2,518)		1,114		(10,307)
Other comprehensive income (loss), net of tax	25,301		9,472		(4,193)		38,775
Comprehensive income	$	46,618	$	31,026	$	51,215	$	64,282

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

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SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share and per share data)


	Common Stock		Paid In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
Balance at December 31, 2020	$	47,419	$	771,511	$	111,208	$	(123,921)	$	69,080	$	875,297


Net income	—		—		34,091		—		—		34,091
Other comprehensive loss	—		—		—		—		(29,494)		(29,494)
Issuance of common stock for dividend reinvestment plan (8,918 shares)	11		321		—		—		—		332
Purchase of common stock (427,396 shares)	—		—		—		(15,213)		—		(15,213)
Stock compensation expense	—		674		—		—		—		674
Net issuance of common stock under employee stock plans (126,260 shares)	—		2,309		(41)		1,118		—		3,386
Cash dividends paid on common stock ($0.32 per share)	—		—		(10,476)		—		—		(10,476)



Balance at March 31, 2021	47,430		774,815		134,782		(138,016)		39,586		858,597
Net income	—		—		21,317		—		—		21,317
Other comprehensive income	—		—		—		—		25,301		25,301
Issuance of common stock for dividend reinvestment plan (7,780 shares)	9		321		—		—		—		330
Purchase of common stock (90,884 shares)	—		—		—		(3,497)		—		(3,497)
Stock compensation expense	—		686		—		—		—		686
Net issuance of common stock under employee stock plans (99,217 shares)	—		1,591		(47)		897		—		2,441
Cash dividends paid on common stock ($0.33 per share)	—		—		(10,775)		—		—		(10,775)



Balance at June 30, 2021	$	47,439	$	777,413	$	145,277	$	(140,616)	$	64,887	$	894,400

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SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share and per share data)


	Common Stock		Paid In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
Balance at December 31, 2019	$	47,360	$	766,718	$	80,274	$	(94,008)	$	4,236	$	804,580
Cumulative effect of accounting change	—		—		(7,830)		—		—		(7,830)
Adjusted beginning balance	47,360		766,718		72,444		(94,008)		4,236		796,750
Net income	—		—		3,953		—		—		3,953
Other comprehensive income	—		—		—		—		29,303		29,303
Issuance of common stock for dividend reinvestment plan (10,607 shares)	13		334		—		—		—		347
Purchase of common stock (869,723 shares)	—		—		—		(25,842)		—		(25,842)
Stock compensation expense	—		695		—		—		—		695
Net issuance of common stock under employee stock plans (47,428 shares)	—		693		(40)		435		—		1,088
Cash dividends paid on common stock ($0.31 per share)	—		—		(10,494)		—		—		(10,494)


Balance at March 31, 2020	47,373		768,440		65,863		(119,415)		33,539		795,800
Net income	—		—		21,554		—		—		21,554
Other comprehensive income	—		—		—		—		9,472		9,472
Issuance of common stock for dividend reinvestment plan (11,532 shares)	14		322		—		—		—		336

Stock compensation expense	—		772		—		—		—		772
Net issuance of common stock under employee stock plans (9,342 shares)	—		(127)		(50)		81		—		(96)
Cash dividends paid on common stock ($0.31 per share)	—		—		(10,233)		—		—		(10,233)


Balance at June 30, 2020	$	47,387	$	769,407	$	77,134	$	(119,334)	$	43,011	$	817,605

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

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SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Six Months Ended
	June 30,
	2021		2020
OPERATING ACTIVITIES:
Net income	$	55,408	$	25,507
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and net amortization	5,780		6,053
Securities premium amortization (discount accretion), net	12,186		11,178
Loan (discount accretion) premium amortization, net	(683)		(406)
Provision for credit losses	(8,472)		30,492
Stock compensation expense	1,360		1,467
Deferred tax expense (benefit)	2,022		(4,955)

Net gain on sale of AFS securities	(2,018)		(8,203)
Net loss on premises and equipment	302		59
Gross proceeds from sales of loans held for sale	27,286		25,633
Gross originations of loans held for sale	(26,101)		(28,642)
Net (gain) loss on OREO	(2)		9
Retirement plan curtailment expense	—		163

Net change in:
Interest receivable	2,112		(8,401)
Other assets	8,409		(9,804)
Interest payable	(784)		(1,404)
Other liabilities	3,414		(21,277)
Net cash provided by operating activities	80,219		17,469

INVESTING ACTIVITIES:
Securities AFS:
Purchases	(392,788)		(711,897)
Sales	46,720		285,478
Maturities, calls and principal repayments	181,956		187,896
Securities HTM:

Maturities, calls and principal repayments	14,220		14,405
Proceeds from redemption of FHLB stock and equity investments	16,240		—
Purchases of FHLB stock and equity investments	(18,973)		(5,545)
Net loan originations	15,333		(284,755)

Purchases of premises and equipment	(4,507)		(7,886)
Purchases of BOLI	—		(12,500)
Proceeds from sales of premises and equipment	1,850		86
Net proceeds from sales of OREO	59		186
Proceeds from sales of repossessed assets	44		54
Net cash used in investing activities	(139,846)		(534,478)

(continued)

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SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(UNAUDITED)
(in thousands)
	Six Months Ended
	June 30,
	2021		2020
FINANCING ACTIVITIES:
Net change in deposits	$	223,822	$	387,651
Net change in other borrowings	611		42,947
Proceeds from FHLB borrowings	7,080,064		5,047,401
Repayment of FHLB borrowings	(7,191,223)		(4,925,987)
Net proceeds from issuance of subordinated long-term debt	(95)		—

Proceeds from stock option exercises	5,979		1,130
Cash paid to tax authority related to tax withholding on share-based awards	(152)		(138)
Purchase of common stock	(18,710)		(25,842)
Proceeds from the issuance of common stock for dividend reinvestment plan	662		683

Cash dividends paid	(21,251)		(20,727)
Net cash provided by financing activities	79,707		507,118

Net increase (decrease) in cash and cash equivalents	20,080		(9,891)
Cash and cash equivalents at beginning of period	108,408		110,697
Cash and cash equivalents at end of period	$	128,488	$	100,806

SUPPLEMENTAL DISCLOSURES FOR CASH FLOW INFORMATION:

Interest paid	$	14,984	$	28,679
Income taxes paid	$	6,250	$	5,000

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Loans transferred to other repossessed assets and real estate through foreclosure	$	531	$	380





Unsettled trades to purchase securities	$	(41,888)	$	(26,359)
Unsettled trades to sell securities	$	—	$	2,923

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

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SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Summary of Significant Accounting and Reporting Policies

Basis of Presentation

In this report, the words “the Company,” “we,” “us,” and “our” refer to the combined entities of Southside Bancshares, Inc. and its subsidiaries, including Southside Bank. The words “Southside” and “Southside Bancshares” refer to Southside Bancshares, Inc. The words “Southside Bank” and “the Bank” refer to Southside Bank.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, not all information required by GAAP for complete financial statements is included in these interim statements. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal recurring items. The preparation of these consolidated financial statements in accordance with GAAP requires the use of management’s estimates. These estimates are subjective in nature and involve matters of judgment. Actual amounts could differ from these estimates.

Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2020.

Accounting Changes and Reclassifications

Certain prior period amounts may be reclassified to conform to current year presentation.

Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 is intended to provide relief for companies preparing for discontinuation of interest rates based on LIBOR. The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or other reference rates expected to be discontinued. ASU 2020-04 also provides for a one-time sale and/or transfer to AFS or trading to be made for HTM debt securities that both reference an eligible reference rate and were classified as HTM before January 1, 2020. ASU 2020-04 was effective for all entities as of March 12, 2020 and through December 31, 2022. Companies can apply the ASU as of the beginning of the interim period that includes March 12, 2020 or any date thereafter. The guidance requires companies to apply the guidance prospectively to contract modifications and hedging relationships while the one-time election to sell and/or transfer debt securities classified as HTM may be made any time after March 12, 2020. We have established an officer level committee to guide our transition from LIBOR and have begun efforts to transition to alternative rates consistent with industry timelines. We have identified products that utilize LIBOR and are implementing enhanced fallback language to facilitate the transition to alternative reference rates. We are evaluating existing systems and have begun offering new rates on a limited basis. ASU 2020-04 is not expected to have a material impact on our consolidated financial statements.

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2. Earnings Per Share

Earnings per share on a basic and diluted basis are calculated as follows (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Basic and Diluted Earnings:
Net income	$	21,317	$	21,554	$	55,408	$	25,507
Basic weighted-average shares outstanding	32,632		33,016		32,730		33,353
Add: Stock awards	167		67		130		92
Diluted weighted-average shares outstanding	32,799		33,083		32,860		33,445
Basic earnings per share:
Net income	$	0.65	$	0.65	$	1.69	$	0.76
Diluted earnings per share:
Net income	$	0.65	$	0.65	$	1.69	$	0.76

For the three and six months ended June 30, 2021, there were approximately 3,000 and 231,000 anti-dilutive shares, respectively. For the three and six months ended June 30, 2020, there were approximately and 860,000 and 813,000 anti-dilutive shares, respectively.

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3. Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component are as follows (in thousands):


	Three Months Ended June 30, 2021
					Pension Plans
	Unrealized Gains (Losses) on Securities		Unrealized Gains (Losses) on Derivatives			Net Prior Service (Cost) Credit		Net Gain (Loss)		Total
Beginning balance, net of tax	$	76,131	$	(7,144)		$	149	$	(29,550)	$	39,586
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassifications	33,166		(3,104)			—		—		30,062
Reclassification adjustments included in net income	375		1,599			—		(9)		1,965
Income tax (expense) benefit	(7,044)		315			—		3		(6,726)
Net current-period other comprehensive income (loss), net of tax	26,497		(1,190)			—		(6)		25,301
Ending balance, net of tax	$	102,628	$	(8,334)		$	149	$	(29,556)	$	64,887

	Six Months Ended June 30, 2021
					Pension Plans
	Unrealized Gains (Losses) on Securities		Unrealized Gains (Losses) on Derivatives			Net Prior Service (Cost) Credit		Net Gain (Loss)		Total
Beginning balance, net of tax	$	116,078	$	(17,091)		$	149	$	(30,056)	$	69,080
Other comprehensive income (loss):
Other comprehensive (loss) income before reclassifications	(15,813)		7,919			—		—		(7,894)
Reclassification adjustments included in net income	(1,212)		3,167			—		632		2,587

Income tax benefit (expense)	3,575		(2,329)			—		(132)		1,114
Net current-period other comprehensive (loss) income, net of tax	(13,450)		8,757			—		500		(4,193)

Ending balance, net of tax	$	102,628	$	(8,334)		$	149	$	(29,556)	$	64,887

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	Three Months Ended June 30, 2020
					Pension Plans
	Unrealized Gains (Losses) on Securities		Unrealized Gains (Losses) on Derivatives			Net Prior Service (Cost) Credit		Net Gain (Loss)		Total
Beginning balance, net of tax	$	82,330	$	(17,236)		$	(146)	$	(31,409)	$	33,539
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassifications	25,813		(5,439)			163		(7,558)		12,979
Reclassification adjustments included in net income	(2,447)		797			(3)		664		(989)
Income tax (expense) benefit	(4,906)		974			(34)		1,448		(2,518)
Net current-period other comprehensive income (loss), net of tax	18,460		(3,668)			126		(5,446)		9,472
Ending balance, net of tax	$	100,790	$	(20,904)		$	(20)	$	(36,855)	$	43,011

	Six Months Ended June 30, 2020
					Pension Plans
	Unrealized Gains (Losses) on Securities		Unrealized Gains (Losses) on Derivatives			Net Prior Service (Cost) Credit		Net Gain (Loss)		Total
Beginning balance, net of tax	$	38,038	$	(1,672)		$	(145)	$	(31,985)	$	4,236


Other comprehensive income (loss):
Other comprehensive income (loss) before reclassifications	87,299		(25,039)			163		(7,558)		54,865
Reclassification adjustments included in net income	(7,867)		696			(4)		1,392		(5,783)
Income tax (expense) benefit	(16,680)		5,111			(34)		1,296		(10,307)
Net current-period other comprehensive income (loss), net of tax	62,752		(19,232)			125		(4,870)		38,775
Ending balance, net of tax	$	100,790	$	(20,904)		$	(20)	$	(36,855)	$	43,011

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The reclassification adjustments out of accumulated other comprehensive income (loss) included in net income are presented below (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020






Unrealized gains and losses on securities transferred:
Amortization of unrealized gains and losses (1)	$	(390)	$	(215)	$	(806)	$	(336)
Tax benefit	82		46		169		71
Net of tax	(308)		(169)		(637)		(265)

Unrealized gains and losses on available for sale securities:
Realized net gain on sale of securities (2)	15		2,662		2,018		8,203


Tax expense	(4)		(559)		(424)		(1,723)
Net of tax	11		2,103		1,594		6,480

Derivatives:
Realized net loss on interest rate swap derivatives (3)	(1,599)		(803)		(3,167)		(710)
Tax benefit	336		168		665		149
Net of tax	(1,263)		(635)		(2,502)		(561)

Amortization of unrealized gains on terminated interest rate swap derivatives (3)	—		6		—		14
Tax expense	—		(2)		—		(3)
Net of tax	—		4		—		11

Amortization of pension plan:
Net actuarial gain (loss) (4)	9		(664)		(632)		(1,392)
Prior service credit (4)	—		3		—		4
Total before tax	9		(661)		(632)		(1,388)
Tax (expense) benefit	(3)		139		132		291
Net of tax	6		(522)		(500)		(1,097)
Total reclassifications for the period, net of tax	$	(1,554)	$	781	$	(2,045)	$	4,568

(1) Included in interest income on the consolidated statements of income.

(2) Listed as net gain on sale of securities AFS on the consolidated statements of income.

(3) Included in interest expense for FHLB borrowings on the consolidated statements of income.

(4) These AOCI components are included in the computation of net periodic pension cost (income) presented in “Note 8 – Employee Benefit Plans.”

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4. Securities

Debt securities

The amortized cost, gross unrealized gains and losses and estimated fair value of investment and mortgage-backed AFS and HTM securities as of June 30, 2021 and December 31, 2020 are reflected in the tables below (in thousands):


	June 30, 2021
	Amortized		Gross Unrealized		Gross Unrealized		Estimated
AVAILABLE FOR SALE	Cost		Gains		Losses		Fair Value
Investment securities:
U.S. Treasury	$	42,753	$	983	$	—	$	43,736

State and political subdivisions	1,765,231		101,074		1,426		1,864,879
Corporate bonds and other	112,387		2,191		331		114,247

MBS: (1)
Residential	606,765		26,387		252		632,900
Commercial	106,938		3,585		250		110,273
Total	$	2,634,074	$	134,220	$	2,259	$	2,766,035




HELD TO MATURITY
Investment securities:
State and political subdivisions	$	908	$	5	$	—	$	913
MBS: (1)
Residential	42,171		3,002		—		45,173
Commercial	51,771		3,511		—		55,282
Total	$	94,850	$	6,518	$	—	$	101,368


	December 31, 2020
	Amortized		Gross Unrealized		Gross Unrealized		Estimated
AVAILABLE FOR SALE	Cost		Gains		Losses		Fair Value
Investment securities:


State and political subdivisions	$	1,475,030	$	105,601	$	37	$	1,580,594
Corporate bonds and other	77,224		1,053		22		78,255

MBS: (1)
Residential	771,409		38,674		73		810,010
Commercial	113,850		4,746		150		118,446
Total	$	2,437,513	$	150,074	$	282	$	2,587,305





HELD TO MATURITY
Investment securities:
State and political subdivisions	$	907	$	13	$	—	$	920
MBS: (1)
Residential	47,948		4,187		—		52,135
Commercial	60,143		5,000		—		65,143
Total	$	108,998	$	9,200	$	—	$	118,198

(1) All MBS are issued and/or guaranteed by U.S. government agencies or U.S. GSEs.

Investment securities and MBS with carrying values of $1.49 billion and $1.56 billion were pledged as of June 30, 2021 and December 31, 2020, respectively, to collateralize FHLB borrowings, borrowings from the FRDW, repurchase agreements and public fund deposits, for potential liquidity needs or other purposes as required by law.

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The following tables represent the fair value and unrealized losses on AFS investment and MBS for which an allowance for credit losses has not been recorded as of June 30, 2021 and December 31, 2020, segregated by major security type and length of time in a continuous loss position (in thousands):


	June 30, 2021
	Less Than 12 Months				More Than 12 Months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
AVAILABLE FOR SALE
Investment securities:


State and political subdivisions	$	154,122	$	1,426	$	—	$	—	$	154,122	$	1,426
Corporate bonds and other	37,452		331		—		—		37,452		331

MBS:
Residential	15,619		252		—		—		15,619		252
Commercial	—		—		4,637		250		4,637		250
Total	$	207,193	$	2,009	$	4,637	$	250	$	211,830	$	2,259

	December 31, 2020
	Less Than 12 Months				More Than 12 Months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
AVAILABLE FOR SALE
Investment securities:


State and political subdivisions	$	17,305	$	37	$	—	$	—	$	17,305	$	37
Corporate bonds and other	11,562		22		—		—		11,562		22

MBS:
Residential	6,287		73		—		—		6,287		73
Commercial	4,744		150		—		—		4,744		150
Total	$	39,898	$	282	$	—	$	—	$	39,898	$	282

With the adoption of ASU 2016-13, for those AFS debt securities in an unrealized loss position where management (i) has the intent to sell or (ii) where it will more-likely-than-not be required to sell the security before the recovery of its amortized cost basis, we write the security down to fair value with an adjustment to earnings. For those AFS debt securities in an unrealized loss position that do not meet either of these criteria, management assesses whether the decline in fair value has resulted from credit-related factors, using both qualitative and quantitative criteria. Determining the allowance under the credit loss method requires the use of a discounted cash flow method to assess the credit losses. Any credit-related impairment will be recognized in allowance for credit losses on the balance sheet with a corresponding adjustment to earnings. Noncredit-related impairment, the portion of the impairment relating to factors other than credit (such as changes in market interest rates), is recognized in other comprehensive income, net of tax.

Based on our consideration of the qualitative factors associated with each security type in our AFS portfolio, we did not recognize any unrealized losses in income on our AFS securities during the three and six months ended June 30, 2021 or 2020. Our state and political subdivisions are highly rated municipal securities with a long history of no credit losses. Our AFS MBS are highly rated securities which are either explicitly or implicitly backed by the U.S. Government through its agencies which are highly rated by major ratings agencies and also have a long history of no credit losses. Our corporate bonds and other investment securities as of June 30, 2021 consist of highly rated investment grade bonds. Management does not intend to sell and it is likely we will not be required to sell those securities in an unrealized loss position prior to the anticipated recovery of the amortized cost basis. These unrealized losses on our investment and MBS are largely due to changes in interest rates and spreads and other market conditions impacted by COVID-19. As of June 30, 2021 and December 31, 2020, we did not have an allowance for credit losses on our AFS securities.

We assess the likelihood of default and the potential amount of default when assessing our HTM securities for credit losses. We utilize term structures and, due to no prior loss exposure on our state and political subdivision securities, we currently apply a third-party average loss given default rate to model our securities. Due to a small number of HTM municipal securities in our portfolio as of June 30, 2021 and 2020, we elected to use the specific identification method to model these securities which aligns with our third-party fair value measurement process. The model determined any expected credit loss over the life of these securities to be remote. Management further evaluated the remote expectation of loss along with the qualitative factors

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associated with these securities and concluded that, due to the securities being highly rated municipals with a long history of no credit losses, no credit loss should be recognized for these securities for the three and six months ended June 30, 2021 or 2020.

From time to time, we have transferred securities from AFS to HTM due to overall balance sheet strategies. The remaining net unamortized, unrealized loss on the transferred securities included in AOCI in the accompanying balance sheets totaled $2.1 million ($1.6 million, net of tax) at June 30, 2021 and $2.9 million ($2.3 million, net of tax) at December 31, 2020. Any net unrealized gain or loss on the transferred securities included in AOCI at the time of transfer will be amortized over the remaining life of the underlying security as an adjustment to the yield on those securities. Securities transferred with losses included in AOCI continue to be included in management’s assessment for impairment for each individual security. There were no securities transferred from AFS to HTM during the six months ended June 30, 2021 or the year ended December 31, 2020.

The accrued interest receivable on our debt securities is excluded from the credit loss estimate and is included in interest receivable on our consolidated balance sheets. As of June 30, 2021, accrued interest receivable on AFS and HTM debt securities totaled $22.9 million and $251,000, respectively. As of December 31, 2020, accrued interest receivable on AFS and HTM debt securities totaled $22.0 million and $298,000, respectively. No HTM debt securities were past-due or on nonaccrual status as of June 30, 2021 or December 31, 2020.

The following table reflects interest income recognized on securities for the periods presented (in thousands):



	Three Months Ended June 30,
	2021		2020
U.S. Treasury	$	169	$	—

State and political subdivisions	10,939		9,869

Corporate bonds and other	986		84
MBS	4,647		9,044
Total interest income on securities	$	16,741	$	18,997


	Six Months Ended June 30,
	2021		2020
U.S. Treasury	$	206	$	—

State and political subdivisions	21,345		16,494
Corporate bonds and other	1,831		177
MBS	10,735		20,578
Total interest income on securities	$	34,117	$	37,249

There was a $2.0 million net realized gain from the AFS securities portfolio for the six months ended June 30, 2021, which consisted of $2.1 million in realized gains and $52,000 in realized losses. There was a $8.2 million net realized gain from the AFS securities portfolio for the six months ended June 30, 2020, which consisted of $8.3 million in realized gains and $89,000 in realized losses. There were no sales from the HTM portfolio during the six months ended June 30, 2021 or 2020. We calculate realized gains and losses on sales of securities under the specific identification method.

Expected maturities on our securities may differ from contractual maturities because issuers may have the right to call or prepay obligations. MBS are presented in total by category since MBS are typically issued with stated principal amounts and are backed by pools of mortgages that have loans with varying maturities. The characteristics of the underlying pool of mortgages, such as fixed-rate or adjustable-rate, as well as prepayment risk, are passed on to the security holder. The term of a mortgage-backed pass-through security thus approximates the term of the underlying mortgages and can vary significantly due to prepayments.

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The amortized cost and estimated fair value of AFS and HTM securities at June 30, 2021, are presented below by contractual maturity (in thousands):


	June 30, 2021
	Amortized Cost		Fair Value
AVAILABLE FOR SALE
Investment securities:
Due in one year or less	$	4,026	$	4,071
Due after one year through five years	30,715		31,829
Due after five years through ten years	163,900		167,864
Due after ten years	1,721,730		1,819,098
	1,920,371		2,022,862
MBS:	713,703		743,173
Total	$	2,634,074	$	2,766,035


	June 30, 2021
	Amortized Cost		Fair Value
HELD TO MATURITY
Investment securities:
Due in one year or less	$	120	$	120
Due after one year through five years	509		512
Due after five years through ten years	279		281
Due after ten years	—		—
	908		913
MBS:	93,942		100,455
Total	$	94,850	$	101,368

Equity Investments

Equity investments on our consolidated balance sheets include Community Reinvestment Act funds with a readily determinable fair value as well as equity investments without readily determinable fair values. At June 30, 2021 and December 31, 2020, we had equity investments recorded in our consolidated balance sheets of $11.8 million and $11.9 million, respectively.

Any realized and unrealized gains and losses on equity investments are reported in income. Equity investments without readily determinable fair values are recorded at cost less impairment, if any.

The following is a summary of unrealized and realized gains and losses on equity investments recognized in other noninterest income in the consolidated statements of income during the periods presented (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net gains (losses) recognized during the period on equity investments	$	17	$	1	$	(90)	$	54
Less: Net gains recognized during the period on equity investments sold during the period	—		—		—		—
Unrealized gains (losses) recognized during the reporting period on equity investments held at the reporting date	$	17	$	1	$	(90)	$	54

Equity investments are assessed quarterly for other-than-temporary impairment. Based upon that evaluation, management does not consider any of our equity investments to be other-than-temporarily impaired at June 30, 2021.

FHLB Stock

Our FHLB stock, which has limited marketability, is carried at cost and is assessed quarterly for other-than-temporary impairment. Based upon evaluation by management at June 30, 2021, our FHLB stock was not impaired and thus was not considered to be other-than-temporarily impaired.

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5. Loans and Allowance for Loan Losses

Loans in the accompanying consolidated balance sheets are classified as follows (in thousands):


	June 30, 2021		December 31, 2020
Real estate loans:
Construction	$	528,157	$	581,941
1-4 family residential	678,402		719,952
Commercial	1,430,900		1,295,746
Commercial loans	497,513		557,122
Municipal loans	417,398		409,028
Loans to individuals	89,976		93,990
Total loans	3,642,346		3,657,779
Less: Allowance for loan losses	42,913		49,006
Net loans	$	3,599,433	$	3,608,773

Paycheck Protection Program Loans

In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. Loans covered by the PPP may be eligible for loan forgiveness for certain costs incurred related to payroll, group health care benefit costs and qualifying mortgage, rent and utility payments. The remaining loan balance after forgiveness of any amount is still fully guaranteed by the SBA. On December 27, 2020, the Economic Aid Act was signed into law. This second coronavirus relief package granted additional funds for a new round of PPP loans. Additionally, it expanded the eligibility for loans and allowed certain businesses to request a second loan. In return for processing and booking a PPP loan, the SBA paid lenders a processing fee tiered by the size of the loan. These loans are included in commercial loans with an amortized cost basis at June 30, 2021 and December 31, 2020 of $132.1 million and $214.8 million, respectively.

Construction Real Estate Loans

Our construction loans are collateralized by property located primarily in or near the market areas we serve. A number of our construction loans will be owner occupied upon completion. Construction loans for non-owner occupied projects are financed, but these typically have cash flows from leases with tenants, secondary sources of repayment, and in some cases, additional collateral. Our construction loans have both adjustable and fixed interest rates during the construction period. Construction loans to individuals are typically priced and made with the intention of granting the permanent loan on the completed property. Speculative and commercial construction loans are subject to underwriting standards similar to that of the commercial portfolio. Owner occupied 1-4 family residential construction loans are subject to the underwriting standards of the permanent loan.

1-4 Family Residential Real Estate Loans

Residential loan originations are generated by our loan officers, in-house origination staff, marketing efforts, present customers, walk-in customers and referrals from real estate agents and builders. We focus our lending efforts primarily on the origination of loans secured by first mortgages on owner occupied 1-4 family residences. Substantially all of our 1-4 family residential originations are secured by properties located in or near our market areas.

Our 1-4 family residential loans generally have maturities ranging from five to 30 years. These loans are typically fully amortizing with monthly payments sufficient to repay the total amount of the loan. Our 1-4 family residential loans are made at both fixed and adjustable interest rates.

Underwriting for 1-4 family residential loans includes debt-to-income analysis, credit history analysis, appraised value and down payment considerations. Changes in the market value of real estate can affect the potential losses in the portfolio.

Commercial Real Estate Loans

Commercial real estate loans as of June 30, 2021 consisted of $1.24 billion of owner and non-owner occupied real estate, $170.4 million of loans secured by multi-family properties and $18.5 million of loans secured by farmland. Commercial real estate loans primarily include loans collateralized by retail, commercial office buildings, multi-family residential buildings, medical facilities and offices, senior living, assisted living and skilled nursing facilities, warehouse facilities, hotels and churches. In determining whether to originate commercial real estate loans, we generally consider such factors as the financial condition of the borrower and the debt service coverage of the property. Commercial real estate loans are made at both fixed and adjustable interest rates for terms generally up to 20 years.

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Commercial Loans

Our commercial loans are diversified loan types including short-term working capital loans for inventory and accounts receivable and short- and medium-term loans for equipment or other business capital expansion. In our commercial loan underwriting, we assess the creditworthiness, ability to repay and the value and liquidity of the collateral being offered. Terms of commercial loans are generally commensurate with the useful life of the collateral offered.

Municipal Loans

We make loans to municipalities and school districts primarily throughout the state of Texas, with a small percentage originating outside of the state. The majority of the loans to municipalities and school districts have tax or revenue pledges and in some cases are additionally supported by collateral. Municipal loans made without a direct pledge of taxes or revenues are usually made based on some type of collateral that represents an essential service. Lending money directly to these municipalities allows us to earn a higher yield than we could if we purchased municipal securities for similar durations.

Loans to Individuals

Substantially all originations of our loans to individuals are made to consumers in our market areas. The majority of loans to individuals are collateralized by titled equipment, which are primarily automobiles. Loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The underwriting standards we employ for consumer loans include an application, a determination of the applicant’s payment history on other debts, with the greatest weight being given to payment history with us and an assessment of the borrower’s ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, in relation to the proposed loan amount. Most of our loans to individuals are collateralized, which management believes assists in limiting our exposure.

Credit Quality Indicators

We categorize loans into risk categories on an ongoing basis based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. We use the following definitions for risk ratings:

•Pass (Rating 1 – 4) – This rating is assigned to all satisfactory loans. This category, by definition, consists of acceptable credit. Credit and collateral exceptions should not be present, although their presence would not necessarily prohibit a loan from being rated Pass, if deficiencies are in the process of correction. These loans are not included in the Watch List.

•Pass Watch (Rating 5) – These loans require some degree of special treatment, but not due to credit quality. This category does not include loans specially mentioned or adversely classified; however, particular attention is warranted to characteristics such as:

▪A lack of, or abnormally extended payment program;

▪A heavy degree of concentration of collateral without sufficient margin;

▪A vulnerability to competition through lesser or extensive financial leverage; and

▪A dependence on a single or few customers or sources of supply and materials without suitable substitutes or alternatives.

•Special Mention (Rating 6) – A Special Mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in our credit position at some future date. Special Mention loans are not adversely classified and do not expose us to sufficient risk to warrant adverse classification.

•Substandard (Rating 7) – Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

•Doubtful (Rating 8) – Loans classified as Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation, in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

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The following tables set forth the amortized cost basis by class of financing receivable and credit quality indicator for the periods presented (in thousands):


June 30, 2021	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Total
	2021		2020		2019		2018		2017		Prior
Construction real estate:
Pass	$	71,711	$	121,423	$	144,531	$	62,296	$	2,301	$	7,587	$	118,005	$	527,854
Pass watch	—		—		—		—		—		22		—		22
Special mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		224		—		224
Doubtful	—		—		—		57		—		—		—		57
Total construction real estate	$	71,711	$	121,423	$	144,531	$	62,353	$	2,301	$	7,833	$	118,005	$	528,157

1-4 family residential real estate:
Pass	$	79,835	$	141,033	$	94,589	$	56,732	$	41,836	$	253,907	$	2,284	$	670,216
Pass watch	—		—		—		—		—		813		—		813
Special mention	—		—		—		—		—		63		—		63
Substandard	10		1,035		55		—		926		4,261		92		6,379
Doubtful	—		12		—		—		33		886		—		931
Total 1-4 family residential real estate	$	79,845	$	142,080	$	94,644	$	56,732	$	42,795	$	259,930	$	2,376	$	678,402

Commercial real estate:
Pass	$	272,014	$	251,630	$	269,339	$	102,178	$	151,519	$	233,346	$	6,849	$	1,286,875
Pass watch	—		—		4,214		23,257		36,867		5,414		—		69,752
Special mention	24,142		199		8,883		6,963		307		12,826		—		53,320
Substandard	4,526		1,869		—		1,800		40		12,587		—		20,822
Doubtful	—		—		—		—		—		131		—		131
Total commercial real estate	$	300,682	$	253,698	$	282,436	$	134,198	$	188,733	$	264,304	$	6,849	$	1,430,900

Commercial loans:
Pass	$	159,561	$	102,900	$	33,923	$	17,163	$	5,633	$	7,371	$	164,496	$	491,047
Pass watch	42		133		563		102		—		—		244		1,084
Special mention	—		—		418		398		—		211		281		1,308
Substandard	175		208		492		317		3		1		1,483		2,679
Doubtful	121		453		276		440		18		87		—		1,395
Total commercial loans	$	159,899	$	103,694	$	35,672	$	18,420	$	5,654	$	7,670	$	166,504	$	497,513

Municipal loans:
Pass	$	36,575	$	68,625	$	64,734	$	31,373	$	58,798	$	157,293	$	—	$	417,398
Pass watch	—		—		—		—		—		—		—		—
Special mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Total municipal loans	$	36,575	$	68,625	$	64,734	$	31,373	$	58,798	$	157,293	$	—	$	417,398

Loans to individuals:
Pass	$	24,593	$	34,063	$	16,940	$	6,403	$	2,872	$	1,454	$	3,458	$	89,783
Pass watch	—		—		—		—		—		—		—		—
Special mention	—		—		—		44		—		—		4		48
Substandard	—		3		32		17		24		4		2		82
Doubtful	—		—		—		3		33		27		—		63
Total loans to individuals	$	24,593	$	34,066	$	16,972	$	6,467	$	2,929	$	1,485	$	3,464	$	89,976
Total loans	$	673,305	$	723,586	$	638,989	$	309,543	$	301,210	$	698,515	$	297,198	$	3,642,346

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December 31, 2020	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Total
	2020		2019		2018		2017		2016		Prior
Construction real estate:
Pass	$	155,693	$	180,536	$	76,090	$	55,636	$	3,191	$	8,297	$	101,793	$	581,236
Pass watch	—		—		—		—		23		—		—		23
Special mention	—		—		—		—		—		—		—		—
Substandard	—		382		62		—		—		58		—		502
Doubtful	—		—		—		—		—		180		—		180
Total construction real estate	$	155,693	$	180,918	$	76,152	$	55,636	$	3,214	$	8,535	$	101,793	$	581,941

1-4 family residential real estate:
Pass	$	154,003	$	114,063	$	70,621	$	55,557	$	57,680	$	255,003	$	2,833	$	709,760
Pass watch	—		—		—		—		267		564		—		831
Special mention	—		—		—		—		—		10		—		10
Substandard	1,473		—		135		427		1,588		5,134		96		8,853
Doubtful	—		—		—		36		103		359		—		498
Total 1-4 family residential real estate	$	155,476	$	114,063	$	70,756	$	56,020	$	59,638	$	261,070	$	2,929	$	719,952

Commercial real estate:
Pass	$	270,087	$	307,161	$	143,177	$	162,180	$	98,828	$	179,919	$	6,957	$	1,168,309
Pass watch	—		—		3,153		40,125		1,696		2,582		—		47,556
Special mention	4,555		33,020		7,041		140		4,531		7,850		—		57,137
Substandard	7,542		—		2,097		65		704		12,282		—		22,690
Doubtful	—		—		—		—		—		54		—		54
Total commercial real estate	$	282,184	$	340,181	$	155,468	$	202,510	$	105,759	$	202,687	$	6,957	$	1,295,746

Commercial loans:
Pass	$	313,688	$	47,446	$	20,386	$	7,505	$	3,392	$	6,142	$	140,018	$	538,577
Pass watch	2,599		1,318		2,410		1,981		—		—		370		8,678
Special mention	304		809		433		39		286		265		455		2,591
Substandard	405		1,081		473		7		—		—		4,417		6,383
Doubtful	310		53		475		54		1		—		—		893
Total commercial loans	$	317,306	$	50,707	$	24,177	$	9,586	$	3,679	$	6,407	$	145,260	$	557,122

Municipal loans:
Pass	$	72,542	$	68,132	$	33,735	$	61,170	$	25,387	$	148,062	$	—	$	409,028
Pass watch	—		—		—		—		—		—		—		—
Special mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Total municipal loans	$	72,542	$	68,132	$	33,735	$	61,170	$	25,387	$	148,062	$	—	$	409,028

Loans to individuals:
Pass	$	46,722	$	25,302	$	10,132	$	4,716	$	1,867	$	917	$	3,900	$	93,556
Pass watch	—		—		—		—		—		—		—		—
Special mention	—		—		51		—		—		—		4		55
Substandard	6		35		28		30		9		11		1		120
Doubtful	73		20		6		55		81		24		—		259
Total loans to individuals	$	46,801	$	25,357	$	10,217	$	4,801	$	1,957	$	952	$	3,905	$	93,990
Total loans	$	1,030,002	$	779,358	$	370,505	$	389,723	$	199,634	$	627,713	$	260,844	$	3,657,779

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The following tables present the aging of the amortized cost basis in past due loans by class of loans (in thousands):


	June 30, 2021
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total
Real estate loans:
Construction	$	170	$	12	$	—	$	182	$	527,975	$	528,157
1-4 family residential	1,563		522		752		2,837		675,565		678,402
Commercial	687		147		80		914		1,429,986		1,430,900
Commercial loans	1,246		535		454		2,235		495,278		497,513
Municipal loans	—		—		—		—		417,398		417,398
Loans to individuals	197		62		—		259		89,717		89,976
Total	$	3,863	$	1,278	$	1,286	$	6,427	$	3,635,919	$	3,642,346


	December 31, 2020
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total
Real estate loans:
Construction	$	95	$	14	$	444	$	553	$	581,388	$	581,941
1-4 family residential	7,872		2,469		2,830		13,171		706,781		719,952
Commercial	467		315		86		868		1,294,878		1,295,746
Commercial loans	1,423		4,516		323		6,262		550,860		557,122
Municipal loans	64		—		—		64		408,964		409,028
Loans to individuals	519		123		27		669		93,321		93,990
Total	$	10,440	$	7,437	$	3,710	$	21,587	$	3,636,192	$	3,657,779

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The following table sets forth the amortized cost basis of nonperforming assets for the periods presented (in thousands):


	June 30, 2021		December 31, 2020
Nonaccrual loans:
Real estate loans:
Construction	$	69	$	640
1-4 family residential	2,397		3,922
Commercial	1,212		1,269
Commercial loans	1,414		1,592

Loans to individuals	62		291
Total nonaccrual loans (1)	5,154		7,714

Accruing loans past due more than 90 days	—		—
TDR loans	9,549		9,646
OREO	566		106
Repossessed assets	—		14
Total nonperforming assets	$	15,269	$	17,480

(1) Includes $810,000 and $976,000 of restructured loans as of June 30, 2021 and December 31, 2020, respectively.

We reversed $12,000 and $25,000 of interest income on nonaccrual loans during the three and six months ended June 30, 2021, respectively, and $14,000 and $143,000 for the three and six months ended June 30, 2020, respectively. We had $1.4 million and $2.2 million of loans on nonaccrual for which there was no related allowance for credit losses as of June 30, 2021 and December 31, 2020, respectively.

Collateral-dependent loans are loans that we expect the repayment to be provided substantially through the operation or sale of the collateral of the loan and we have determined that the borrower is experiencing financial difficulty. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for selling costs. As of June 30, 2021 and December 31, 2020, we had $10.1 million and $11.5 million, respectively, of collateral-dependent loans, secured mainly by real estate and equipment. There have been no significant changes to the collateral that secures the collateral-dependent assets. Foreclosed assets include OREO and repossessed assets. For 1-4 family residential real estate properties, a loan is recognized as a foreclosed property once legal title to the real estate property has been received upon completion of foreclosure or the borrower has conveyed all interest in the residential property through a deed in lieu of foreclosure. There were $34,000 and $1.2 million in loans secured by 1-4 family residential properties for which formal foreclosure proceedings were in process as of June 30, 2021 and December 31, 2020, respectively.

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Troubled Debt Restructurings

The restructuring of a loan is considered a TDR if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, restructuring amortization schedules and other actions intended to minimize potential losses. We may provide a combination of concessions which may include an extension of the amortization period, interest rate reduction and/or converting the loan to interest-only for a limited period of time.

In response to the impact of the COVID-19 pandemic on the economy, the CARES Act was signed into law. Under the CARES Act, banks may elect to deem that loan modifications do not result in TDRs if they are: (1) related to COVID-19; (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 declaration or (B) December 31, 2020. The Economic Aid Act extended this relief to the earlier of 60 days after the national emergency termination date or January 1, 2022. Additionally, in accordance with the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised), other short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs under ASC Subtopic 310-40. 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. Loans modified under this guidance are not considered TDRs and as such are not identified in the table below. At June 30, 2021 and December 31, 2020, we had outstanding loans with payment deferrals totaling $182,000 and $47.2 million, respectively.

The following tables set forth the recorded balance of loans considered to be TDRs that were restructured and the type of concession by class of loans during the periods presented (dollars in thousands):



	Three Months Ended June 30, 2021
	Extend Amortization Period		Interest Rate Reductions		Combination		Total Modifications		Number of Loans




Commercial loans	$	—	$	—	$	106	$	106	2


Total	$	—	$	—	$	106	$	106	2



	Six Months Ended June 30, 2021
	Extend Amortization Period		Interest Rate Reductions		Combination		Total Modifications		Number of Loans
Real estate loans:

1-4 family residential	$	—	$	—	$	128	$	128	2

Commercial loans	—		—		122		122		3


Total	$	—	$	—	$	250	$	250	5



	Three Months Ended June 30, 2020
	Extend Amortization Period		Interest Rate Reductions		Combination		Total Modifications		Number of Loans




Commercial loans	$	—	$	—	$	148	$	148	2


Total	$	—	$	—	$	148	$	148	2


	Six Months Ended June 30, 2020
	Extend Amortization Period		Interest Rate Reductions		Combination		Total Modifications		Number of Loans
Real estate loans:


Commercial	$	—	$	—	$	59	$	59	1
Commercial loans	—		—		150		150		3


Total	$	—	$	—	$	209	$	209	4

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Interest continues to be charged on principal balances outstanding during the extended term. Therefore, the financial effects of the recorded investment of loans restructured as TDRs during the six months ended June 30, 2021 and 2020 were not significant. Generally, the loans identified as TDRs were previously reported as impaired loans prior to restructuring, and therefore, the modification did not impact our determination of the allowance for loans losses.

On an ongoing basis, the performance of the TDRs is monitored for subsequent payment default. Payment default for TDRs is recognized when the borrower is 90 days or more past due. For the three and six months ended June 30, 2021, TDRs in default totaled $230,000. For the three and six months ended June 30, 2020 the amount of TDRs in default was not significant. Payment defaults for TDRs did not significantly impact the determination of the allowance for loan losses in the periods presented.

At June 30, 2021 and 2020, there were no commitments to lend additional funds to borrowers whose terms had been modified in TDRs.

Allowance for Loan Losses

In accordance with ASC 326, the allowance for credit losses on loans is estimated and recognized upon origination of the loan based on expected credit losses. The CECL model uses historical experience and current conditions for homogeneous pools of loans, and reasonable and supportable forecasts about future events. The impact of varying economic conditions and portfolio stress factors are a component of the credit loss models applied to each portfolio. Reserve factors are specific to the loan segments that share similar risk characteristics based on the probability of default assumptions and loss given default assumptions, over the contractual term. The forecasted periods gradually mean-revert the economic inputs to their long-run historical trends. Management evaluates the economic data points used in the Moody’s forecasting scenarios on a quarterly basis to determine the most appropriate impact to the various portfolio characteristics based on management’s view and applies weighting to various forecasting scenarios as deemed appropriate based on known and expected economic activities. Management also considers and may apply relevant qualitative factors, not previously considered, to determine the appropriate allowance level. The use of the CECL model includes significant judgment by management and may differ from those of our peers due to different historical loss patterns, economic forecasts, and the length of time of the reasonable and supportable forecast period and reversion period.

We utilize Moody’s Analytics economic forecast scenarios and assign probability weighting to those scenarios which best reflect management’s views on the economic forecast. The probability weighting and scenarios utilized for the estimate of the allowance were generally reflective of an improved economic forecast based on known and knowable information as of June 30, 2021.

When determining the appropriate allowance for credit losses on our loan portfolio, our commercial construction and real estate loans, commercial loans and municipal loans utilize the probability of default/loss given default discounted cash flow approach. Reserves on these loans are based upon risk factors including the loan type and structure, collateral type, leverage ratio, refinancing risk and origination quality, among others. Our consumer construction real estate loans, 1-4 family residential loans and our loans to individuals use a loss rate based upon risk factors including loan types, origination year and credit scores. Loans covered by the PPP may be eligible for loan forgiveness. The remaining loan balance after forgiveness of any amount is still fully guaranteed by the SBA and therefore does not have an associated allowance.

Loans evaluated collectively in a pool are monitored to ensure they continue to exhibit similar risk characteristics with other loans in the pool. If a loan does not share similar risk characteristics with other loans, expected credit losses for that loan are evaluated individually.

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The following tables detail activity in the allowance for loan losses by portfolio segment for the periods presented (in thousands):



	Three Months Ended June 30, 2021
	Real Estate
	Construction		1-4 Family Residential		Commercial		Commercial Loans		Municipal Loans		Loans to Individuals		Total
Balance at beginning of period	$	8,201	$	2,508	$	27,236	$	3,108	$	46	$	355	$	41,454
Loans charged-off	—		(28)		—		(116)		—		(383)		(527)
Recoveries of loans charged-off	—		12		1		179		—		274		466
Net loans (charged-off) recovered	—		(16)		1		63		—		(109)		(61)
Provision for (reversal of) loan losses	(183)		28		1,693		(74)		1		55		1,520
Balance at end of period	$	8,018	$	2,520	$	28,930	$	3,097	$	47	$	301	$	42,913



	Six Months Ended June 30, 2021
	Real Estate
	Construction		1-4 Family Residential		Commercial		Commercial Loans		Municipal Loans		Loans to Individuals		Total
Balance at beginning of period	$	6,490	$	2,270	$	35,709	$	4,107	$	46	$	384	$	49,006
Loans charged-off	—		(101)		—		(435)		—		(786)		(1,322)
Recoveries of loans charged-off	1		67		1		461		—		558		1,088
Net loans (charged-off) recovered	1		(34)		1		26		—		(228)		(234)
Provision for (reversal of) loan losses	1,527		284		(6,780)		(1,036)		1		145		(5,859)
Balance at end of period	$	8,018	$	2,520	$	28,930	$	3,097	$	47	$	301	$	42,913



	Three Months Ended June 30, 2020
	Real Estate
	Construction		1-4 Family Residential		Commercial		Commercial Loans		Municipal Loans		Loans to Individuals		Total
Balance at beginning of period	$	9,654	$	2,640	$	36,120	$	4,519	$	47	$	658	$	53,638


Loans charged-off	—		(2)		—		(225)		—		(319)		(546)
Recoveries of loans charged-off	—		16		12		56		—		352		436
Net loans (charged-off) recovered	—		14		12		(169)		—		33		(110)
Provision for (reversal of) loan losses(1)	(1,154)		48		7,653		(129)		—		(78)		6,340
Balance at end of period	$	8,500	$	2,702	$	43,785	$	4,221	$	47	$	613	$	59,868

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	Six Months Ended June 30, 2020
	Real Estate
	Construction		1-4 Family Residential		Commercial		Commercial Loans		Municipal Loans		Loans to Individuals		Total
Balance at beginning of period	$	3,539	$	3,833	$	9,572	$	6,351	$	570	$	932	$	24,797
Impact of CECL adoption - cumulative effect adjustment	2,968		(1,447)		7,730		(3,532)		(522)		(125)		5,072
Impact of CECL adoption - purchased loans with credit deterioration	(15)		(6)		333		(22)		—		(59)		231
Loans charged-off	(33)		(56)		(21)		(521)		—		(910)		(1,541)
Recoveries of loans charged-off	11		20		81		130		—		645		887
Net loans (charged-off) recovered	(22)		(36)		60		(391)		—		(265)		(654)
Provision for (reversal of) loan losses(1)	2,030		358		26,090		1,815		(1)		130		30,422
Balance at end of period	$	8,500	$	2,702	$	43,785	$	4,221	$	47	$	613	$	59,868

(1) The increase in the provision for credit losses during 2020 was primarily due to the economic impact of COVID-19 on macroeconomic factors used in the CECL model.

The accrued interest receivable on our loan receivables is excluded from the allowance for credit loss estimate and is included in interest receivable on our consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the accrued interest on our loan portfolio was $13.4 million and $16.4 million, respectively.

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6. Borrowing Arrangements

Information related to borrowings is provided in the table below (dollars in thousands):


	June 30, 2021			December 31, 2020
Other borrowings:
Balance at end of period	$	23,783		$	23,172
Average amount outstanding during the period (1)	22,769			91,940
Maximum amount outstanding during the period (2)	24,549			219,259
Weighted average interest rate during the period (3)	0.2		%	0.4		%
Interest rate at end of period (4)	0.2		%	0.1		%

FHLB borrowings:
Balance at end of period	$	721,368		$	832,527
Average amount outstanding during the period (1)	698,413			1,032,269
Maximum amount outstanding during the period (2)	723,584			1,274,370
Weighted average interest rate during the period (3)	1.1		%	1.1		%
Interest rate at end of period (5)	1.0		%	1.0		%

(1)The average amount outstanding during the period was computed by dividing the total daily outstanding principal balances by the number of days in the period.

(2)The maximum amount outstanding at any month-end during the period.

(3)The weighted average interest rate during the period was computed by dividing the actual interest expense (annualized for interim periods) by the average amount outstanding during the period. The weighted average interest rate on the FHLB borrowings includes the effect of interest rate swaps.

(4)Stated rate.

(5)The interest rate on the FHLB borrowings includes the effect of interest rate swaps.

Maturities of the obligations associated with our borrowing arrangements based on scheduled repayments at June 30, 2021 are as follows (in thousands):


	Payments Due by Period
	Less than 1 Year		1-2 Years		2-3 Years		3-4 Years		4-5 Years		Thereafter		Total
Other borrowings	$	23,783	$	—	$	—	$	—	$	—	$	—	$	23,783
FHLB borrowings	717,666		695		725		756		679		847		721,368
Total obligations	$	741,449	$	695	$	725	$	756	$	679	$	847	$	745,151

Other borrowings include federal funds purchased, repurchase agreements and borrowings from the FRDW. Southside Bank has three unsecured lines of credit for the purchase of overnight federal funds at prevailing rates with Frost Bank, TIB – The Independent Bankers Bank and Comerica Bank for $40.0 million, $15.0 million and $7.5 million, respectively. There were no federal funds purchased at June 30, 2021 or December 31, 2020. To provide more liquidity in response to the economic impact of the COVID-19 pandemic, the Federal Reserve took steps to encourage broader use of the discount window. At June 30, 2021, the amount of additional funding the Bank could obtain from the FRDW, collateralized by securities, was approximately $487.7 million. There were no borrowings from the FRDW at June 30, 2021 or December 31, 2020. Southside Bank has a $5.0 million line of credit with Frost Bank to be used to issue letters of credit, and at June 30, 2021, the line had one outstanding letter of credit for $91,000. Southside Bank currently has no outstanding letters of credit from FHLB held as collateral for its public fund deposits.

Southside Bank enters into sales of securities under repurchase agreements. These repurchase agreements totaled $23.8 million at June 30, 2021 and $23.2 million at December 31, 2020, and had maturities of less than one year. Repurchase agreements are secured by investment and MBS securities and are stated at the amount of cash received in connection with the transaction.

FHLB borrowings represent borrowings with fixed interest rates ranging from 0.08% to 4.799% and with remaining maturities of one day to 7.0 years at June 30, 2021. FHLB borrowings may be collateralized by FHLB stock, nonspecified loans and/or securities. At June 30, 2021, the amount of additional funding Southside Bank could obtain from FHLB, collateralized by

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securities, FHLB stock and nonspecified loans and securities, was approximately $1.23 billion, net of FHLB stock purchases required.

Southside Bank has entered into various variable rate agreements and fixed rate short-term pay agreements with third-party financial institutions with rates tied to LIBOR. These agreements totaled $605.0 million at June 30, 2021 and $670.0 million at December 31, 2020. Six of the agreements have an interest rate tied to three-month LIBOR, and the remaining agreements have interest rates tied to one-month LIBOR. In connection with all of these agreements, Southside Bank also entered into various interest rate swap contracts that are treated as cash flow hedges under ASC Topic 815, “Derivatives and Hedging” that are expected to be effective in hedging the variability in future cash flows attributable to fluctuations in the underlying LIBOR interest rate. The interest rate swap contracts had a weighted average rate of 1.14% with a weighted average maturity of 3.7 years at June 30, 2021. Refer to “Note 9 – Derivative Financial Instruments and Hedging Activities” in our consolidated financial statements included in this report for a detailed description of our hedging policy and methodology related to derivative instruments.

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7. Long-term Debt

Information related to our long-term debt is summarized as follows for the periods presented (in thousands):


	June 30, 2021		December 31, 2020

Subordinated notes: (1)
3.875% Subordinated notes, net of unamortized debt issuance costs (2)	$	98,466	$	98,497
5.50% Subordinated notes, net of unamortized debt issuance costs (3)	98,846		98,754
Total Subordinated notes	197,312		197,251
Trust preferred subordinated debentures: (4)
Southside Statutory Trust III, net of unamortized debt issuance costs (5)	20,566		20,563
Southside Statutory Trust IV	23,196		23,196
Southside Statutory Trust V	12,887		12,887
Magnolia Trust Company I	3,609		3,609
Total Trust preferred subordinated debentures	60,258		60,255




Total Long-term debt	$	257,570	$	257,506

(1)This debt consists of subordinated notes with a remaining maturity greater than one year that qualify under the risk-based capital guidelines as Tier 2 capital, subject to certain limitations.

(2)The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $1.5 million at June 30, 2021 and December 31, 2020.

(3)The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $1.2 million at June 30, 2021 and December 31, 2020.

(4)This debt consists of trust preferred securities that qualify under the risk-based capital guidelines as Tier 1 capital, subject to certain limitations.

(5)The unamortized debt issuance costs reflected in the carrying amount of the Southside Statutory Trust III junior subordinated debentures totaled $53,000 at June 30, 2021 and $56,000 at December 31, 2020.

As of June 30, 2021, the details of the subordinated notes and the trust preferred subordinated debentures are summarized below (dollars in thousands):

Date Issued

Amount Issued

Fixed or Floating Rate

Interest Rate

Maturity Date

3.875% Subordinated Notes

November 6, 2020

100,000

Fixed-to-Floating

3.875%

November 15, 2030

5.50% Subordinated Notes

September 19, 2016

100,000

Fixed-to-Floating

5.50%

September 30, 2026

Southside Statutory Trust III

September 4, 2003

20,619

Floating

3 month LIBOR + 2.94%

September 4, 2033

Southside Statutory Trust IV

August 8, 2007

23,196

Floating

3 month LIBOR + 1.30%

October 30, 2037

Southside Statutory Trust V

August 10, 2007

12,887

Floating

3 month LIBOR + 2.25%

September 15, 2037

Magnolia Trust Company I (1)

May 20, 2005

3,609

Floating

3 month LIBOR + 1.80%

November 23, 2035

(1)On October 10, 2007, as part of an acquisition we assumed $3.6 million of floating rate junior subordinated debentures issued in 2005 to Magnolia Trust Company I.

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On September 19, 2016, the Company issued $100.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes that mature on September 30, 2026. This debt initially bears interest at a fixed rate of 5.50% through September 29, 2021 and thereafter, adjusts quarterly at a floating rate equal to three-month LIBOR plus 429.7 basis points. The proceeds from the sale of the subordinated notes were used for general corporate purposes, which included advances to the Bank to finance its activities. We anticipate the redemption of these subordinated notes on September 30, 2021, subject to regulatory approval.

On November 6, 2020, the Company issued $100.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes that mature on November 15, 2030. This debt initially bears interest at a fixed rate of 3.875% per year through November 14, 2025 and thereafter, adjusts quarterly at a floating rate equal to the then current three-month term SOFR, as published by the FRBNY, plus 366 basis points. The proceeds from the sale of the subordinated notes were used for general corporate purposes.

8. Employee Benefit Plans

The components of net periodic benefit cost (income) related to our employee benefit plans are as follows (in thousands):



	Three Months Ended June 30,
	Defined Benefit Pension Plan				Defined Benefit Pension Plan Acquired				Restoration Plan
	2021		2020		2021		2020		2021		2020
Service cost	$	—	$	405	$	—	$	—	$	—	$	46
Interest cost	657		850		22		40		139		156
Expected return on assets	(1,273)		(1,320)		(47)		(67)		—		—
Net loss amortization	(19)		553		—		3		10		108
Prior service (credit) cost amortization	—		(4)		—		—		—		1
Loss due to curtailment	—		151		—		—		—		12
Net periodic benefit (income) cost	$	(635)	$	635	$	(25)	$	(24)	$	149	$	323



	Six Months Ended June 30,
	Defined Benefit Pension Plan				Defined Benefit Pension Plan Acquired				Restoration Plan
	2021		2020		2021		2020		2021		2020
Service cost	$	—	$	828	$	—	$	—	$	—	$	131
Interest cost	1,285		1,687		46		81		260		316
Expected return on assets	(2,710)		(2,988)		(105)		(151)		—		—
Net loss amortization	501		1,086		3		5		128		301
Prior service (credit) cost amortization	—		(7)		—		—		—		3
Loss due to curtailment	—		151		—		—		—		12
Net periodic benefit (income) cost	$	(924)	$	757	$	(56)	$	(65)	$	388	$	763

Prior to the freeze of all future benefit accruals and accrual of benefit service as of December 31, 2020, the service cost component was recorded on our consolidated income statements as salaries and employee benefits in noninterest expense. All other components other than service costs are recorded in other noninterest expense.

During the three months ended June 30, 2021, we updated our expected long-term rate of return on plan assets for the Retirement Plan and the Acquired Retirement Plan from 6.50% to 6.125%.

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9. Derivative Financial Instruments and Hedging Activities

Our hedging policy allows the use of interest rate derivative instruments to manage our exposure to interest rate risk or hedge specified assets and liabilities. These instruments may include interest rate swaps and interest rate caps and floors. All derivative instruments are carried on the balance sheet at their estimated fair value and are recorded in other assets or other liabilities, as appropriate.

Derivative instruments may be designated as cash flow hedges of variable rate assets or liabilities, cash flow hedges of forecasted transactions, fair value hedges of a recognized asset or liability or as non-hedging instruments. Gains and losses on derivative instruments designated as cash flow hedges are recorded in AOCI to the extent they are effective. If the hedge is effective, the amount recorded in other comprehensive income is reclassified to earnings in the same periods that the hedged cash flows impact earnings. The ineffective portion of changes in fair value is reported in current earnings. Gains and losses on derivative instruments designated as fair value hedges, as well as the change in fair value on the hedged item, are recorded in interest income in the consolidated statements of income. Gains and losses due to changes in fair value of the interest rate swap agreements completely offset changes in the fair value of the hedged portion of the hedged item. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change.

We have entered into certain interest rate swap contracts on specific variable rate agreements and fixed rate short-term pay agreements with third-party financial institutions. These interest rate swap contracts were designated as hedging instruments in cash flow hedges under ASC Topic 815. The objective of the interest rate swap contracts is to manage the expected future cash flows on $605.0 million of debt. The cash flows from the swap contracts are expected to be effective in hedging the variability in future cash flows attributable to fluctuations in the underlying LIBOR interest rate.

In accordance with ASC Topic 815, if a hedging item is terminated prior to maturity for a cash settlement, the existing gain or loss within AOCI will continue to be reclassified into earnings during the period or periods in which the hedged forecasted transaction affects earnings unless it is probable the forecasted transaction will not occur by the end of the originally specified time period. These transactions are reevaluated on a monthly basis to determine if the hedged forecasted transactions are still probable of occurring. If at a subsequent evaluation, it is determined that the transactions will not occur, any related gains or losses recorded in AOCI are immediately recognized in earnings.

From time to time, we may enter into certain interest rate swaps, cap and floor contracts that are not designated as hedging instruments. These interest rate derivative contracts relate to transactions in which we enter into an interest rate swap, cap or floor with a customer while concurrently entering into an offsetting interest rate swap, cap or floor with a third party financial institution. We agree to pay interest to the customer on a notional amount at a variable rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, we agree to pay a third party financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These interest rate derivative contracts allow our customers to effectively convert a variable rate loan to a fixed rate loan. The changes in the fair value of the underlying derivative contracts primarily offset each other and do not significantly impact our results of operations. We recognized swap fee income associated with these derivative contracts immediately based upon the difference in the bid/ask spread of the underlying transactions with the customer and the third party financial institution. The swap fee income is included in other noninterest income in our consolidated statements of income.

At June 30, 2021 and December 31, 2020, net derivative liabilities included $25.9 million and $39.3 million, respectively, of cash collateral held by counterparties subject to master netting agreements.

The notional amounts of the derivative instruments represent the contractual cash flows pertaining to the underlying agreements. These amounts are not exchanged and are not reflected in the consolidated balance sheets. The fair value of the interest rate swaps are presented at net in other assets and other liabilities when a right of offset exists, based on transactions with a single counterparty that are subject to a legally enforceable master netting agreement.

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The following tables present the notional and estimated fair value amount of derivative positions outstanding (in thousands):


	June 30, 2021						December 31, 2020
			Estimated Fair Value						Estimated Fair Value
	Notional Amount (1)		Asset Derivative		Liability Derivative		Notional Amount (1)		Asset Derivative		Liability Derivative
Derivatives designated as hedging instruments
Interest rate contracts:
Swaps-Cash Flow Hedge-Financial institution counterparties	$	605,000	$	1,092	$	11,640	$	670,000	$	—	$	21,635
Derivatives designated as non-hedging instruments
Interest rate contracts:
Swaps-Financial institution counterparties	216,593		354		16,580		152,280		—		18,537
Swaps-Customer counterparties	216,593		16,580		354		152,280		18,537		—
Gross derivatives			18,026		28,574				18,537		40,172
Offsetting derivative assets/liabilities			(1,446)		(1,446)				—		—
Cash collateral received/posted			—		(25,930)				—		(39,270)
Net derivatives included in the consolidated balance sheets (2)			$	16,580	$	1,198			$	18,537	$	902

(1) Notional amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the consolidated balance sheets.

(2) Net derivative assets are included in other assets and net derivative liabilities are included in other liabilities on the consolidated balance sheets. Included in the fair value of net derivative assets and net derivative liabilities are credit valuation adjustments reflecting counterparty credit risk and our credit risk. We had no credit exposure related to interest rate swaps with financial institutions and $16.6 million related to interest rate swaps with customers at June 30, 2021. We had no credit exposure related to interest rate swaps with financial institutions and $18.5 million related to interest rate swaps with customers at December 31, 2020. The credit risk associated with customer transactions is partially mitigated as these are generally secured by the non-cash collateral securing the underlying transaction being hedged.

The summarized expected weighted average remaining maturity of the notional amount of interest rate swaps and the weighted average interest rates associated with the amounts expected to be received or paid on interest rate swap agreements are presented below (dollars in thousands). Variable rates received on fixed pay swaps are based on one-month or three-month LIBOR rates in effect at June 30, 2021 and December 31, 2020:


	June 30, 2021							December 31, 2020
			Weighted Average							Weighted Average
	Notional Amount		Remaining Maturity (in years)	Receive Rate		Pay Rate		Notional Amount		Remaining Maturity (in years)	Receive Rate		Pay Rate
Swaps-Cash Flow hedge
Financial institution counterparties	$	605,000	3.7	0.10	%	1.14	%	$	670,000	3.8	0.17	%	1.12	%
Swaps-Non-hedging
Financial institution counterparties	216,593		10.8	0.45	%	2.43	%	152,280		9.8	0.50	%	2.57	%
Customer counterparties	216,593		10.8	2.43	%	0.45	%	152,280		9.8	2.57	%	0.50	%

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10. Fair Value Measurement

Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants. A fair value measurement assumes 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 including the market approach, the income approach and/or the cost approach are utilized to determine fair value. Inputs to valuation techniques refer to the assumptions market participants would use in pricing the asset or liability. Valuation policies and procedures are determined by our investment department and reported to our ALCO for review. An entity must consider all aspects of nonperforming risk, including the entity’s own credit standing, when measuring fair value of a 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. A 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.

Certain financial assets are measured at fair value in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of fair value accounting or write-downs of individual assets. A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Securities AFS and Equity Investments with readily determinable fair values – U.S. Treasury securities and equity investments with readily determinable fair values are reported at fair value utilizing Level 1 inputs. Other securities classified as AFS are reported at fair value utilizing Level 2 inputs. For these securities, we obtain fair value measurements from independent pricing services and obtain an understanding of the pricing methodologies used by these independent pricing services. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things, as stated in the pricing methodologies of the independent pricing services.

We review and validate the prices supplied by the independent pricing services for reasonableness by comparison to prices obtained from, in some cases, two additional third-party sources. For securities where prices are outside a reasonable range, we further review those securities, based on internal ALCO approved procedures, to determine what a reasonable fair value measurement is for those securities, given available data.

Derivatives – Derivatives are reported at fair value utilizing Level 2 inputs. We obtain fair value measurements from two sources including an independent pricing service and the counterparty to the derivatives designated as hedges. The fair value measurements consider observable data that may include dealer quotes, market spreads, the U.S. Treasury yield curve, live trading levels, trade execution data, credit information and the derivatives’ terms and conditions, among other things. We review the prices supplied by the sources for reasonableness. In addition, we obtain a basic understanding of their underlying pricing methodology. We validate prices supplied by the sources by comparison to one another.

Certain nonfinancial assets and nonfinancial liabilities measured at fair value on a recurring basis include reporting units measured at fair value and tested for goodwill impairment.

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Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis, which means that the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets and financial liabilities measured at fair value on a nonrecurring basis included foreclosed assets and collateral-dependent loans at June 30, 2021 and December 31, 2020.

Foreclosed Assets – Foreclosed assets are initially recorded at fair value less costs to sell. The fair value measurements of foreclosed assets can include Level 2 measurement inputs such as real estate appraisals and comparable real estate sales information, in conjunction with Level 3 measurement inputs such as cash flow projections, qualitative adjustments and sales cost estimates. As a result, the categorization of foreclosed assets is Level 3 of the fair value hierarchy. In connection with the measurement and initial recognition of certain foreclosed assets, we may recognize charge-offs through the allowance for credit losses.

Collateral-Dependent Loans (Impaired loans prior to the adoption of ASU 2016-13) – Certain loans may be reported at the fair value of the underlying collateral if repayment is expected substantially from the operation or sale of the collateral. Collateral values are estimated using Level 3 inputs based on customized discounting criteria or appraisals. At June 30, 2021 and December 31, 2020, the impact of the fair value of collateral-dependent loans was reflected in our allowance for loan losses.

The fair value estimate of financial instruments for which quoted market prices are unavailable is dependent upon the assumptions used. Consequently, those estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented in the fair value tables do not necessarily represent their underlying value.

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The following tables summarize assets measured at fair value on a recurring and nonrecurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):



			Fair Value Measurements at the End of the Reporting Period Using
June 30, 2021	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements
Investment securities:
U.S. Treasury	$	43,736	$	43,736	$	—	$	—

State and political subdivisions	1,864,879		—		1,864,879		—
Corporate bonds and other	114,247		—		114,247		—
MBS: (1)
Residential	632,900		—		632,900		—
Commercial	110,273		—		110,273		—
Equity investments:
Equity investments	6,004		6,004		—		—
Derivative assets:
Interest rate swaps	18,026		—		18,026		—
Total asset recurring fair value measurements	$	2,790,065	$	49,740	$	2,740,325	$	—

Derivative liabilities:
Interest rate swaps	$	28,574	$	—	$	28,574	$	—
Total liability recurring fair value measurements	$	28,574	$	—	$	28,574	$	—

Nonrecurring fair value measurements
Foreclosed assets	$	566	$	—	$	—	$	566
Collateral-dependent loans (2)	9,004		—		—		9,004
Total asset nonrecurring fair value measurements	$	9,570	$	—	$	—	$	9,570

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			Fair Value Measurements at the End of the Reporting Period Using
December 31, 2020	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring fair value measurements
Investment securities:


State and political subdivisions	$	1,580,594	$	—	$	1,580,594	$	—
Corporate bonds and other	78,255		—		78,255		—
MBS: (1)
Residential	810,010		—		810,010		—
Commercial	118,446		—		118,446		—
Equity investments:
Equity investments	6,094		6,094		—		—
Derivative assets:
Interest rate swaps	18,537		—		18,537		—
Total asset recurring fair value measurements	$	2,611,936	$	6,094	$	2,605,842	$	—

Derivative liabilities:
Interest rate swaps	$	40,172	$	—	$	40,172	$	—
Total liability recurring fair value measurements	$	40,172	$	—	$	40,172	$	—

Nonrecurring fair value measurements
Foreclosed assets	$	120	$	—	$	—	$	120
Collateral-dependent loans (2)	10,653		—		—		10,653

Total asset nonrecurring fair value measurements	$	10,773	$	—	$	—	$	10,773

(1)All MBS are issued and/or guaranteed by U.S. government agencies or U.S. GSEs.

(2)Consists of individually evaluated loans. Loans for which the fair value of the collateral and commercial real estate fair value of the properties is less than cost basis are presented net of allowance. Losses on these loans represent charge-offs which are netted against the allowance for loan losses.

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Disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, is required when it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other estimation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Such techniques and assumptions, as they apply to individual categories of our financial instruments, are as follows:

Cash and cash equivalents – The carrying amount for cash and cash equivalents is a reasonable estimate of those assets’ fair value.

Investment and MBS HTM – Fair values for these securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices for similar securities or estimates from independent pricing services.

FHLB stock – The carrying amount of FHLB stock is a reasonable estimate of the fair value of those assets.

Equity investments – The carrying value of equity investments without readily determinable fair values are measured at cost less impairment, if any, adjusted for observable price changes for an identical or similar investment of the same issuer. This carrying value is a reasonable estimate of the fair value of those assets.

Loans receivable – We estimate the fair value of our loan portfolio to an exit price notion with adjustments for liquidity, credit and prepayment factors. Nonperforming loans continue to be estimated using discounted cash flow analyses or the underlying value of the collateral where applicable.

Loans held for sale – The fair value of loans held for sale is determined based on expected proceeds, which are based on sales contracts and commitments.

Deposit liabilities – The fair value of demand deposits, savings accounts and certain money market deposits is the amount on demand at the reporting date, which is the carrying value. Fair values for fixed rate CDs are estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities.

Other borrowings – Federal funds purchased generally have original terms to maturity of one day and repurchase agreements generally have terms of less than one year, and therefore both are considered short-term borrowings. Consequently, their carrying value is a reasonable estimate of fair value.

FHLB borrowings – The fair value of these borrowings is estimated by discounting the future cash flows using rates at which borrowings would be made to borrowers with similar credit ratings and for the same remaining maturities.

Subordinated notes – The fair value of the subordinated notes is estimated by discounting future cash flows using estimated rates at which long-term debt would be made to borrowers with similar credit ratings and for the remaining maturities.

Trust preferred subordinated debentures – The fair value of the long-term debt is estimated by discounting future cash flows using estimated rates at which long-term debt would be made to borrowers with similar credit ratings and for the remaining maturities.

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The following tables present our financial assets and financial liabilities measured on a nonrecurring basis at both their respective carrying amounts and estimated fair value (in thousands):


			Estimated Fair Value
June 30, 2021	Carrying Amount		Total		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	128,488	$	128,488	$	128,488	$	—	$	—
Investment securities:
HTM, at carrying value	908		913		—		913		—
MBS:
HTM, at carrying value	93,942		100,455		—		100,455		—
FHLB stock, at cost	28,081		28,081		—		28,081		—
Equity investments	5,817		5,817		—		5,817		—
Loans, net of allowance for loan losses	3,599,433		3,765,725		—		—		3,765,725
Loans held for sale	2,510		2,510		—		2,510		—
Financial liabilities:
Deposits	$	5,156,167	$	5,158,210	$	—	$	5,158,210	$	—
Other borrowings	23,783		23,783		—		23,783		—
FHLB borrowings	721,368		732,425		—		732,425		—
Subordinated notes, net of unamortized debt issuance costs	197,312		201,322		—		201,322		—
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,258		49,267		—		49,267		—


			Estimated Fair Value
December 31, 2020	Carrying Amount		Total		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	108,408	$	108,408	$	108,408	$	—	$	—
Investment securities:
HTM, at carrying value	907		920		—		920		—
Mortgage-backed securities:
HTM, at carrying value	108,091		117,278		—		117,278		—
Federal Home Loan Bank stock, at cost	25,259		25,259		—		25,259		—
Equity investments	5,811		5,811		—		5,811		—
Loans, net of allowance for loan losses	3,608,773		3,784,291		—		—		3,784,291
Loans held for sale	3,695		3,695		—		3,695		—
Financial liabilities:
Deposits	$	4,932,322	$	4,936,188	$	—	$	4,936,188	$	—
Other borrowings	23,172		23,172		—		23,172		—
FHLB borrowings	832,527		854,865		—		854,865		—
Subordinated notes, net of unamortized debt issuance costs	197,251		198,391		—		198,391		—
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,255		51,993		—		51,993		—

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11. Income Taxes

The income tax expense included in the accompanying consolidated statements of income consists of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Current income tax expense	$	3,026	$	2,689	$	5,615	$	8,243
Deferred income tax (benefit) expense	(139)		120		2,022		(4,955)
Income tax expense	$	2,887	$	2,809	$	7,637	$	3,288

The net deferred tax liability totaled $16.5 million at June 30, 2021 and $15.5 million at December 31, 2020. No valuation allowance was recorded at June 30, 2021 or December 31, 2020, as management believes it is more likely than not that all of the deferred tax asset items will be realized in future years. Unrecognized tax benefits were not material at June 30, 2021 or December 31, 2020.

We recognized income tax expense of $2.9 million and $7.6 million, for an ETR of 11.9% and 12.1% for the three and six months ended June 30, 2021, respectively, compared to income tax expense of $2.8 million and $3.3 million, for an ETR of 11.5% and 11.4%, for the three and six months ended June 30, 2020, respectively. The higher ETR for the six months ended June 30, 2021 was primarily due to a decrease in tax-exempt income as a percentage of pre-tax income as compared to the same period in 2020. The ETR differs from the statutory rate of 21% for the three and six months ended June 30, 2021 and 2020 primarily due to the effect of tax-exempt income from municipal loans and securities, as well as BOLI. We file income tax returns in the U.S. federal jurisdictions and in certain states. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2017 or Texas state tax examinations by tax authorities for years before 2016.

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12. Off-Balance-Sheet Arrangements, Commitments and Contingencies

Financial Instruments with Off-Balance-Sheet Risk. In the normal course of business, we are a party to certain financial instruments with off-balance-sheet risk to meet the financing needs of our customers. These off-balance-sheet instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in the financial statements. The contract or notional amounts of these instruments reflect the extent of involvement and exposure to credit loss that we have in these particular classes of financial instruments. The allowance for credit losses on these off-balance-sheet credit exposures is calculated using the same methodology as loans including a conversion or usage factor to anticipate ultimate exposure and expected losses and is included in other liabilities on our consolidated balance sheets.

Allowance for off-balance-sheet credit exposures were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

Balance at beginning of period	$	3,616	$	7,460	$	6,386	$	1,455
Impact of CECL adoption	—		—		—		4,840
Provision for (reversal of) off-balance-sheet credit exposures	157		(1,095)		(2,613)		70
Balance at end of period	$	3,773	$	6,365	$	3,773	$	6,365

Contractual commitments to extend credit are agreements to lend to a customer provided the terms established in the contract are met. Commitments to extend credit generally have fixed expiration dates and may require the payment of fees. Since some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in commitments to extend credit and similarly do not necessarily represent future cash obligations.

Financial instruments with off-balance-sheet risk were as follows (in thousands):


	June 30, 2021		December 31, 2020

Commitments to extend credit	$	922,234	$	793,138
Standby letters of credit	10,785		13,658
Total	$	933,019	$	806,796

We apply the same credit policies in making commitments to extend credit and standby letters of credit as we do for on-balance-sheet instruments. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but may include cash or cash equivalents, negotiable instruments, real estate, accounts receivable, inventory, oil, gas and mineral interests, property, plant and equipment.

Leases. During the three months ended June 30, 2021, there were no operating lease ROU assets obtained in exchange for new operating lease liabilities. During the six months ended June 30, 2021, there were $1.1 million of operating lease ROU assets obtained in exchange for new operating lease liabilities, primarily due to one lease that commenced in January 2021 with an initial ROU asset of $1.1 million. During the three and six months ended June 30, 2020, there were $7.8 million and $8.0 million, respectively, of operating lease ROU assets obtained in exchange for new operating lease liabilities, primarily due to one lease that commenced in May 2020 with an initial ROU asset of $6.6 million.

Securities. In the normal course of business we buy and sell securities. At June 30, 2021, there were $41.9 million of unsettled trades to purchase securities and no unsettled trades to sell securities. At December 31, 2020, there were no unsettled trades to purchase securities and no unsettled trades to sell securities.

Deposits. There were no unsettled issuances of brokered CDs at June 30, 2021 or December 31, 2020.

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Litigation. We are involved with various litigation in the normal course of business. Management, after consulting with our legal counsel, believes that any liability resulting from litigation will not have a material effect on our financial position, results of operations or liquidity.

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

The following is a discussion of our consolidated financial condition, changes in our financial condition and results of our operations, and should be read and reviewed in conjunction with the financial statements, and the notes thereto, in this Quarterly Report on Form 10-Q and in our 2020 Form 10-K. Certain risks, uncertainties and other factors, including those set forth under "Risk Factors" in Part I, Item 1A. of the 2020 Form 10-K and elsewhere in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.

Forward-Looking Statements

Certain statements of other than historical fact that are contained in this report may be considered to be “forward-looking statements” within the meaning of and subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. These statements may include words such as “expect,” “estimate,” “project,” “anticipate,” “appear,” “believe,” “could,” “should,” “may,” “might,” “will,” “would,” “seek,” “intend,” “probability,” “risk,” “goal,” “target,” “objective,” “plans,” “potential,” and similar expressions. Forward-looking statements are statements with respect to our beliefs, plans, expectations, objectives, goals, anticipations, assumptions, estimates, intentions and future performance and are subject to significant known and unknown risks and uncertainties, which could cause our actual results to differ materially from the results discussed in the forward-looking statements. For example, discussions of the effect of our expansion, benefits of the Share Repurchase Plan, trends in asset quality, capital, liquidity, our ability to sell nonperforming assets, expense reductions, planned operational efficiencies and earnings from growth and certain market risk disclosures, including the impact of interest rates, tax reform, inflation and other economic factors are based upon information presently available to management and are dependent on choices about key model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates and could be materially different from what actually occurs in the future. Accordingly, our results could materially differ from those that have been estimated. The most recent factor that could cause future results to differ materially from those anticipated by our forward-looking statements include the negative impact of the COVID-19 pandemic on our business, financial position, operations and prospects, including our ability to continue our business activities in certain communities we serve, the duration of the pandemic and its continued effects on financial markets, a reduction in financial transactions and business activities resulting in decreased deposits and reduced loan originations, increases in unemployment rates impacting our borrowers’ ability to repay their loans, our ability to manage liquidity in a rapidly changing and unpredictable market, additional interest rate changes by the Federal Reserve and other government actions in response to the pandemic including regulations or laws enacted to counter the effects of the COVID-19 pandemic on the economy. Other factors that could cause actual results to differ materially from those indicated by forward-looking statements include, but are not limited to, the following:

•the impact of the COVID-19 pandemic on our future consolidated financial condition and results of operations;

•general (i) political conditions, including, without limitation, governmental action and uncertainty resulting from U.S. and global political trends and (ii) economic conditions, either globally, nationally, in the State of Texas, or in the specific markets in which we operate, including, without limitation, the deterioration of the commercial real estate, residential real estate, construction and development, energy, oil and gas, credit or liquidity markets, which could cause an adverse change in our net interest margin, or a decline in the value of our assets, which could result in realized losses;

•current or future legislation, regulatory changes or changes in monetary or fiscal policy that adversely affect the businesses in which we or our customers or our borrowers are engaged, including the impact of the Dodd-Frank Act, the Federal Reserve’s actions with respect to interest rates, the capital requirements promulgated by the Basel Committee, the CARES Act, the Economic Aid Act, uncertainty relating to calculation of LIBOR and other regulatory responses to economic conditions;

•adverse changes in the status or financial condition of the GSEs which impact the GSEs’ guarantees or ability to pay or issue debt;

•adverse changes in the credit portfolios of other U.S. financial institutions relative to the performance of certain of our investment securities;

•economic or other disruptions caused by acts of terrorism in the United States, Europe or other areas;

•technological changes, including potential cyber-security incidents and other disruptions, or innovations to the financial services industry, including as a result of the increased telework environment;

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•our ability to identify and address cyber-security risks such as data security breaches, malware, “denial of service” attacks, “hacking” and identity theft, which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage of our systems, increased costs, significant losses, or adverse effects to our reputation;

•the risk that our enterprise risk management framework, compliance program or our corporate governance and supervisory oversight functions may not identify or address risks adequately, which may result in unexpected losses;

•changes in the interest rate yield curve such as flat, inverted or steep yield curves, or changes in the interest rate environment that impact net interest margins and may impact prepayments on our MBS portfolio;

•increases in our nonperforming assets;

•our ability to maintain adequate liquidity to fund operations and growth;

•any applicable regulatory limits or other restrictions on the Bank and its ability to pay dividends to us;

•the failure of our assumptions underlying our allowance for credit losses and other estimates;

•the failure to maintain an effective system of controls and procedures, including internal control over financial reporting;

•the effectiveness of our derivative financial instruments and hedging activities to manage risk;

•unexpected outcomes of, and the costs associated with, existing or new litigation involving us, including the costs and effects of litigation related to our participation in government stimulus programs associated with the COVID-19 pandemic;

•changes impacting our balance sheet and leverage strategy;

•risks related to actual mortgage prepayments diverging from projections;

•risks related to actual U.S. agency MBS prepayments exceeding projected prepayment levels;

•risks related to U.S. agency MBS prepayments increasing due to U.S. government programs designed to assist homeowners to refinance their mortgage that might not otherwise have qualified;

•our ability to monitor interest rate risk;

•risks related to fluctuations in the price per barrel of crude oil;

•significant increases in competition in the banking and financial services industry;

•changes in consumer spending, borrowing and saving habits, including as a result of rising inflation and the economic impact of COVID-19;

•execution of future acquisitions, reorganization or disposition transactions, including the risk that the anticipated benefits of such transactions are not realized;

•our ability to increase market share and control expenses;

•our ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by our customers;

•the effect of changes in federal or state tax laws;

•the effect of compliance with legislation or regulatory changes;

•the effect of changes in accounting policies and practices, including the implementation of the CECL model;

•credit risks of borrowers, including any increase in those risks due to changing economic conditions;

•risks related to loans secured by real estate, including the risk that the value and marketability of collateral could decline;

•risks related to environmental liability as a result of certain lending activity;

•risks associated with our common stock and our other securities, including fluctuations in our stock price and general volatility in the stock market; and

•other risks and uncertainties discussed in “Part I - Item 1A. Risk Factors” in the 2020 Form 10-K.

All written or oral forward-looking statements made by us or attributable to us are expressly qualified by this cautionary notice. We disclaim any obligation to update any factors or to announce publicly the result of revisions to any of the forward-looking statements included herein to reflect future events or developments, unless otherwise required by law.

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Critical Accounting Estimates

Our accounting and reporting estimates conform with U.S. GAAP and general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We consider accounting estimates that can (1) be replaced by other reasonable estimates and/or (2) changes to an estimate from period to period that have a material impact on the presentation of our financial condition, changes in financial condition or results of operations as well as (3) those estimates that require significant and complex assumptions about matters that are highly uncertain to be critical accounting estimates. We consider our critical accounting policies to include allowance for credit losses on loans, estimation of fair value and pension plan accounting.

Critical accounting estimates include a high degree of uncertainty in the underlying assumptions. Management bases its estimates on historical experience, current information and other factors deemed relevant. The development, selection and disclosure of our critical accounting estimates are reviewed with the Audit Committee of the Company's Board of Directors. Actual results could differ from these estimates. For additional information regarding critical accounting policies, refer to “Note 1 – Summary of Significant Accounting and Reporting Policies” and “Note 5 – Loans and Allowance for Loan Losses” in the notes to the consolidated financial statements and refer to “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates,” and “Note 1 – Summary of Significant Accounting and Reporting Policies” in the 2020 Form 10-K. As of June 30, 2021, there have been no significant changes to our critical accounting estimates.

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Non-GAAP Financial Measures

Certain non-GAAP measures are used by management to supplement the evaluation of our performance. These include the following fully taxable-equivalent measures: Net interest income (FTE), net interest margin (FTE) and net interest spread (FTE), which include the effects of taxable-equivalent adjustments using a federal income tax rate of 21% for the three and six months ended June 30, 2021 and 2020, to increase tax-exempt interest income to a tax-equivalent basis. Interest income earned on certain assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments.

Net interest income (FTE), net interest margin (FTE) and net interest spread (FTE). Net interest income (FTE) is a non-GAAP measure that adjusts for the tax-favored status of net interest income from certain loans and investments and is not permitted under GAAP in the consolidated statements of income. We believe this measure to be the preferred industry measurement of net interest income, and that it enhances comparability of net interest income arising from taxable and tax-exempt sources. The most directly comparable financial measure calculated in accordance with GAAP is our net interest income. Net interest margin (FTE) is the ratio of net interest income (FTE) to average earning assets. The most directly comparable financial measure calculated in accordance with GAAP is our net interest margin. Net interest spread (FTE) is the difference in the average yield on average earning assets on a tax-equivalent basis and the average rate paid on average interest bearing liabilities. The most directly comparable financial measure calculated in accordance with GAAP is our net interest spread.

These non-GAAP financial measures should not be considered alternatives to GAAP-basis financial statements and other bank holding companies may define or calculate these non-GAAP measures or similar measures differently. Whenever we present a non-GAAP financial measure in an SEC filing, we are also required to present the most directly comparable financial measure calculated and presented in accordance with GAAP and reconcile the differences between the non-GAAP financial measure and such comparable GAAP measure.

In the following table we present the reconciliation of net interest income to net interest income adjusted to a fully taxable-equivalent basis assuming a 21% marginal tax rate for the three and six months ended June 30, 2021 and 2020, for interest earned on tax-exempt assets such as municipal loans and investment securities (dollars in thousands), along with the calculation of net interest margin (FTE) and net interest spread (FTE).


Non-GAAP Reconciliations
	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net interest income (GAAP)	$	45,647		$	47,271		$	91,950		$	91,972
Tax equivalent adjustments:
Loans	722			679			1,458			1,347
Tax-exempt investment securities	2,412			2,339			4,623			3,970
Net interest income (FTE) (1)	$	48,781		$	50,289		$	98,031		$	97,289

Average earning assets	$	6,395,251		$	6,696,235		$	6,318,767		$	6,472,497

Net interest margin	2.86		%	2.84		%	2.93		%	2.86		%
Net interest margin (FTE) (1)	3.06		%	3.02		%	3.13		%	3.02		%

Net interest spread	2.70		%	2.64		%	2.77		%	2.62		%
Net interest spread (FTE) (1)	2.89		%	2.82		%	2.96		%	2.79		%

(1) These amounts are presented on a fully taxable-equivalent basis and are non-GAAP measures.

Management believes adjusting net interest income, net interest margin and net interest spread to a fully taxable-equivalent basis is a standard practice in the banking industry as these measures provide useful information to make peer comparisons. Tax-equivalent adjustments are reported in the respective earning asset categories as listed in the “Average Balances with Average Yields and Rates” tables under Results of Operations.

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OVERVIEW

COVID-19

During March 2020, the World Health Organization declared COVID-19 a global pandemic in response to the rapidly growing outbreak of the virus. COVID-19 significantly impacted local, national and global economies due to stay-at-home orders and social distancing guidelines. In compliance with social distancing guidelines issued by federal, state and local governments, we initially closed all of our grocery store branches. As stay-at-home orders were issued by local governments in our market areas to combat the spread of the virus, we closed all traditional lobbies and wealth management and trust offices to walk-in customers, however, most of these traditional locations were offering certain services by appointment only. All other banking services were available to customers through our drive-thrus, ATMs/ITMs and automated telephone, internet and mobile banking products. After careful consideration and implementation of additional safety precautions, all locations were reopened on June 1, 2020. We have since made adjustments to select branch hours and openings, and we continue to closely monitor the COVID-19 situation. Approximately 45% of our workforce has remote working capabilities, however most of our workforce have returned to our office and branch locations.

COVID-19 significantly disrupted supply chains, business activity and the overall economic and financial markets. These disruptions have and are likely to continue to result in a decline in demand for banking products or services, including loans and deposits which could impact our future financial condition, results of operations and liquidity. As of June 30, 2021, most businesses in Texas are re-opened without restrictions. Commercial activity has improved but has not returned to the levels existing prior to the outbreak of the pandemic. The extent to which the COVID-19 pandemic affects our business, operations and financial condition, as well as our regulatory capital and liquidity ratios and credit ratings, is highly uncertain and unpredictable and depends on, among other things, new information that may emerge concerning the scope, duration and severity of the COVID-19 pandemic, actions taken by governmental authorities and other parties in responses to the pandemic, the scale of the distribution and public acceptance of the vaccines for COVID-19 and the effectiveness of such vaccines in stemming or stopping the spread of COVID-19 and any related variants. While the overall outlook has improved based on the availability of the vaccine, there has been a recent rise in hospitalization and infection rates caused by the Delta variant, a rapidly spreading strain of coronavirus. Therefore, the risk of further resurgence and possible reimplementation of restrictions remains. The adverse impact on the markets in which we operate and on our business, operations and financial condition is expected to remain elevated until the pandemic subsides.

In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020. The CARES Act provided an estimated $2.2 trillion to address the economic impact of the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. The CARES Act also included provisions to encourage financial institutions to work prudently with borrowers. As an SBA lender, we were well positioned to assist business customers in accessing funds available through the PPP implemented in April of 2020. On December 27, 2020, the Economic Aid Act was signed into law. This second coronavirus relief package granted additional funds for a new round of PPP loans. Additionally, it expands the eligibility for loans and allows certain businesses to request a second loan. The SBA began accepting applications for the second round of PPP loans on January 13, 2021, and we accepted new applications through April 6, 2021. During the six months ended June 30, 2021, we originated $112.3 million of additional PPP loans under this second round of PPP loans. At June 30, 2021, we had $132.1 million of approved PPP loans outstanding.

Additionally, we assisted both our consumer and commercial borrowers that experienced financial hardship due to COVID-19 related challenges. As of June 30, 2021, we had two remaining loans with payment deferrals totaling $182,000, a decrease from $326.0 million reported in our second quarter earnings release in July 2020. As of July 26, 2021, we had a 1-4 family residential loan outstanding of $158,000 with payment deferrals. The decrease in the COVID-19 modified loans are the result of the loans coming out of the deferral periods and resuming performance.

Operating Results

Net income decreased $237,000, or 1.1%, for the three months ended June 30, 2021, to $21.3 million compared to the same period in 2020. The decrease was a result of the $5.9 million decrease in interest income, the $1.3 million decrease in noninterest income and the increase in noninterest expense of $843,000, partially offset by the $4.3 million decrease in interest expense and the $3.6 million decrease in provision for credit losses. Earnings per diluted common share were $0.65 for the three months ended June 30, 2021 and 2020.

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During the six months ended June 30, 2021, our net income increased $29.9 million, or 117.2%, to $55.4 million from $25.5 million for the same period in 2020. The increase in net income was a direct result of a reversal of provision for credit losses of $8.5 million compared to a large build-up in the allowance for credit losses of $30.5 million in the same period in 2020. The decrease in the provision was primarily due to an improved economic forecast since the second quarter of 2020 and its effect on macroeconomic factors used in the CECL model. This was partially offset by the $4.3 million increase in income tax expense, the $3.1 million decrease in noninterest income and the $1.6 million increase in noninterest expense. Earnings per diluted common share increased $0.93, or 122.4%, to $1.69 for the six months ended June 30, 2021, from $0.76 for the same period in 2020.

Financial Condition

Our total assets increased $174.2 million, or 2.5%, to $7.18 billion at June 30, 2021 from $7.01 billion at December 31, 2020. Our securities portfolio increased by $164.6 million, or 6.1%, to $2.86 billion, compared to $2.70 billion at December 31, 2020. The increase in our securities portfolio was comprised of an increase of $364.0 million in investment securities, partially offset by a decrease of $199.4 million in MBS, as the composition of the securities portfolio continued to change as municipal and corporate bonds and, to a lesser extent, U.S. Treasury Notes increased while MBS decreased. Our FHLB stock increased $2.8 million, or 11.2%, to $28.1 million from $25.3 million at December 31, 2020, primarily due to increases in the amount of FHLB stock we were required to hold in relation to our FHLB borrowings.

Loans decreased $15.4 million, or 0.4%, to $3.64 billion at June 30, 2021 from $3.66 billion at December 31, 2020. The net decrease in our loan portfolio was comprised of decreases of $59.6 million of commercial loans, $53.8 million of construction loans, $41.6 million of 1-4 family residential loans and $4.0 million of loans to individuals, partially offset by increases of $135.2 million of commercial real estate loans and $8.4 million of municipal loans. Our PPP loans, a component of the commercial loan category, experienced a decrease of $82.7 million, or 38.5%, to $132.1 million as of June 30, 2021, from $214.8 million at December 31, 2020, due to forgiveness payments received from loans funded under the CARES Act. Loans held for sale decreased $1.2 million, or 32.1%, to $2.5 million at June 30, 2021 from $3.7 million at December 31, 2020.

Our nonperforming assets at June 30, 2021 decreased $2.2 million, or 12.6%, to $15.3 million and represented 0.21% of total assets, compared to $17.5 million, or 0.25% of total assets at December 31, 2020. Nonaccruing loans decreased $2.6 million, or 33.2%, to $5.2 million, and the ratio of nonaccruing loans to total loans decreased to 0.14% at June 30, 2021 compared to 0.21% at December 31, 2020. Restructured loans were $9.5 million at June 30, 2021, a decrease of 1.0%, from $9.6 million at December 31, 2020. OREO increased to $566,000 at June 30, 2021 from $106,000 at December 31, 2020.

Our deposits increased $223.8 million, or 4.5%, to $5.16 billion at June 30, 2021 from $4.93 billion at December 31, 2020, which was comprised of an increase of $146.3 million in noninterest bearing deposits and $77.5 million in interest bearing deposits. The increase was largely driven by PPP loan disbursements and stimulus checks deposited during the first half of 2021. Brokered deposits decreased $80.5 million, or 58.3%, for the six months ended June 30, 2021.

Total FHLB borrowings decreased $111.2 million, or 13.4%, to $721.4 million at June 30, 2021 from $832.5 million at December 31, 2020.

Our total shareholders’ equity at June 30, 2021 increased 2.2%, or $19.1 million, to $894.4 million, or 12.5% of total assets, compared to $875.3 million, or 12.5% of total assets, at December 31, 2020. The increase in shareholders’ equity was the result of net income of $55.4 million, net issuance of common stock under employee stock plans of $5.8 million, stock compensation expense of $1.4 million and common stock issued under our dividend reinvestment plan of $662,000. These increases were partially offset by cash dividends paid of $21.3 million, the repurchase of $18.7 million of our common stock and other comprehensive loss of $4.2 million.

Economic conditions were significantly impacted by the COVID-19 pandemic in 2020; however, Texas still outperformed the nation in 2020, and our Fort Worth and Austin market areas have continued to perform generally better than many other parts of the country. Texas continues to experience economic growth due to in-migration from other states and company relocation from other states, although such growth is difficult to predict and remains uncertain.

Key financial indicators management follows include, but are not limited to, numerous interest rate sensitivity and interest rate risk indicators, credit risk, operations risk, liquidity risk, capital risk, regulatory risk, competition risk, yield curve risk, U.S. agency MBS prepayment risk and economic risk indicators.

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Balance Sheet Strategy

We utilize wholesale funding and securities to enhance our profitability and balance sheet composition by determining acceptable levels of credit, interest rate and liquidity risk consistent with prudent capital management. This balance sheet strategy consists of borrowing a combination of long- and short-term funds from the FHLB, the FRDW or the brokered funds market. These funds are invested primarily in U.S. agency MBS and long-term municipal securities. Although U.S. agency MBS often carry lower yields than traditional mortgage loans and other types of loans we make, these securities generally (i) increase the overall quality of our assets because of either the implicit or explicit guarantees of the U.S. Government, (ii) are more liquid than individual loans and (iii) may be used to collateralize our borrowings or other obligations. While the strategy of investing a portion of our assets in U.S. Agency MBS and municipal securities has historically resulted in lower interest rate spreads and margins, we believe the lower operating expenses and reduced credit risk, combined with the managed interest rate risk of this strategy, have enhanced our overall profitability for many years. At this time, we utilize this balance sheet strategy with the goal of enhancing overall profitability by maximizing the use of our capital.

Risks associated with the asset structure we maintain include a lower net interest rate spread and margin when compared to our peers, changes in the slope of the yield curve, which can reduce our net interest rate spread and margin, increased interest rate risk, the length of interest rate cycles, changes in volatility or spreads associated with the MBS and municipal securities, the unpredictable nature of MBS prepayments and credit risks associated with the municipal securities. See “Part I - Item 1A. Risk Factors – Risks Related to Our Business” in the 2020 Form 10-K for a discussion of risks related to interest rates. Our asset structure, net interest spread and net interest margin require us to closely monitor our interest rate risk. An additional risk is the change in fair value of the AFS securities portfolio as a result of changes in interest rates. Significant increases in interest rates, especially long-term interest rates, could adversely impact the fair value of the AFS securities portfolio, which could also significantly impact our equity capital. Due to the unpredictable nature of MBS prepayments, the length of interest rate cycles and the slope of the interest rate yield curve, net interest income could fluctuate more than simulated under the scenarios modeled by our ALCO and described under “Item 3. Quantitative and Qualitative Disclosures about Market Risk” in this Quarterly Report on Form 10-Q.

Determining the appropriate size of the balance sheet is one of the critical decisions any bank makes. Our balance sheet is not merely the result of a series of micro-decisions, but rather the size is controlled based on the economics of assets compared to the economics of funding and funding sources. The low interest rate environment and economic landscape requires that we monitor the interest rate sensitivity of the assets driving our growth and closely align ALCO objectives accordingly.

The management of our securities portfolio as a percentage of earning assets is guided by the current economics associated with the securities portfolio, changes in our overall loan and deposit levels and changes in our wholesale funding levels. Our balance sheet strategy is designed such that our securities portfolio should help mitigate financial performance associated with potential business and economic cycles that include slower loan growth and higher credit costs.

Our investment securities and U.S. Agency MBS increased from $2.70 billion at December 31, 2020 to $2.86 billion at June 30, 2021. The increase in the securities portfolio was in conjunction with our balance sheet strategy and ALCO objectives.

During the first half of 2021, the composition of the securities portfolio continued to change as municipal bonds, U.S. Treasury Notes and corporate bonds increased while MBS decreased. The decrease in MBS was attributable to higher MBS prepayment speeds due to the significantly low interest rate environment that was slightly offset by MBS purchases. During the first half of 2021, we increased security purchases when compared to the latter half of 2020, including $334.0 million in highly-rated primarily Texas municipal securities, $174.2 million of which were taxable, $35.3 million in investment grade subordinated debt, $13.1 million in U.S. Agency MBS, and $52.3 million in U.S. Treasury Notes. We sold approximately $35.1 million tax-free AFS electric utility revenue municipals due to uncertainty caused by the severe winter storm in Texas during February. We also sold $9.6 million in U.S. Treasury Notes. Sales of AFS securities for the three and six months ended June 30, 2021, resulted in a net realized gain of $15,000 and $2.0 million, respectively.

At June 30, 2021, securities as a percentage of assets totaled 39.8%, compared to 38.5% at December 31, 2020, due to the $164.6 million, or 6.1%, increase in the securities portfolio. Our balance sheet management strategy is dynamic and is continually evaluated as market conditions warrant. As interest rates, yield curves, MBS prepayments, funding costs, security spreads and loan and deposit portfolios change, our determination of the proper types, amount and maturities of securities to invest in, as well as funding needs and funding sources, will continue to be evaluated. Should the economics of purchasing securities decrease, we may allow the securities portfolio to shrink through run-off or security sales. However, should the economics become more attractive, we may strategically increase the securities portfolio and the balance sheet.

With respect to liabilities, we continue to primarily utilize a combination of deposits and FHLB borrowings to achieve our strategy of minimizing cost while achieving overall interest rate risk objectives as well as the liability management objectives of

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the ALCO. Our primary wholesale funding source is FHLB borrowings and to a lesser extent we utilize federal funds purchased, the FRDW and brokered deposits.

For the six months ended June 30, 2021, our total wholesale funding as a percentage of deposits, not including brokered deposits, decreased to 15.3% from 20.2% at December 31, 2020, and 30.1% at June 30, 2020. The decrease from both of the prior year periods was due to the increase in our deposits and the decreases in FHLB borrowings and brokered deposits.

Our FHLB borrowings decreased 13.4%, or $111.2 million, to $721.4 million at June 30, 2021 from $832.5 million at December 31, 2020. In connection with our borrowings, the Bank has entered into various variable rate agreements and fixed rate short-term pay agreements. These agreements totaled $605.0 million and $670.0 million at June 30, 2021 and December 31, 2020, respectively. Six of the agreements have an interest rate tied to three-month LIBOR and the remaining agreements have interest rates tied to one-month LIBOR. In connection with all agreements outstanding on June 30, 2021, the Bank also entered into various interest rate swap contracts that are treated as cash flow hedges under ASC Topic 815, “Derivatives and Hedging” that are expected to be effective in hedging the variability in future cash flows attributable to fluctuations in the underlying LIBOR interest rate. The interest rate swap contracts had an average interest rate of 1.14% with an average weighted maturity of 3.7 years at June 30, 2021. These transactions are reevaluated on a monthly basis to determine if the hedged forecasted transactions are still probable of occurring. If at a subsequent evaluation, it is determined that the transactions will not occur, any related gains or losses recorded in AOCI are immediately recognized in earnings. Refer to “Note 9 – Derivative Financial Instruments and Hedging Activities” in our consolidated financial statements included in this report for a detailed description of our hedging policy and methodology related to derivative instruments.

Our brokered CDs decreased $80.5 million, or 78.2%, from $102.8 million at December 31, 2020 to $22.4 million at June 30, 2021. At June 30, 2021, our brokered CDs had a weighted average cost of 27 basis points and remaining maturities of less than 13 months. To provide management flexibility in managing the interest rate risk of wholesale funding, the ALCO has approved up to $50.0 million to issue brokered deposits to replace those maturing within 30 days. Our wholesale funding policy allows for maximum brokered deposits of $450.0 million. This brokered deposit maximum limit could increase or decrease depending on changes in ALCO objectives. Potential higher interest expense and lack of customer loyalty are risks associated with the use of brokered CDs.

On November 6, 2020, the Company issued $100.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes that mature on November 15, 2030. Refer to “Note 7 – Long-term Debt” in our consolidated financial statements included in this report for a detailed description of the terms of the subordinated notes.

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Results of Operations

Our results of operations are dependent primarily on net interest income, which is the difference between the interest income earned on assets (loans and investments) and interest expense due on our funding sources (deposits and borrowings) during a particular period. Results of operations are also affected by our noninterest income, provision for credit losses, noninterest expenses and income tax expense. General economic and competitive conditions, particularly changes in interest rates, changes in interest rate yield curves, prepayment rates of MBS and loans, repricing of loan relationships, government policies and actions of regulatory authorities also significantly affect our results of operations. Future changes in applicable law, regulations or government policies may also have a material impact on us. The adoption of CECL and the COVID-19 pandemic significantly impacted our results of operations in 2020 and may continue to impact our results of operations for the remainder of 2021.

The following table presents net interest income for the periods presented (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Interest income:
Loans	$	35,720	$	39,115	$	71,758	$	81,010
Taxable investment securities	2,921		732		5,244		1,244
Tax-exempt investment securities	9,173		9,221		18,138		15,427
MBS	4,647		9,044		10,735		20,578
FHLB stock and equity investments	108		360		244		785
Other interest earning assets	17		23		32		203
Total interest income	52,586		58,495		106,151		119,247
Interest expense:
Deposits	2,339		6,229		4,936		16,148
FHLB borrowings	1,817		2,929		3,725		6,903
Subordinated notes	2,423		1,412		4,818		2,823
Trust preferred subordinated debentures	349		491		700		1,091
Other borrowings	11		163		22		310
Total interest expense	6,939		11,224		14,201		27,275
Net interest income	$	45,647	$	47,271	$	91,950	$	91,972

Net Interest Income

Net interest income is one of the principal sources of a financial institution’s earnings stream and represents the difference or spread between interest and fee income generated from interest earning assets and the interest expense paid on interest bearing liabilities. Fluctuations in interest rates or interest rate yield curves, as well as repricing characteristics and volume and changes in the mix of interest earning assets and interest bearing liabilities, materially impact net interest income. During the first quarter of 2020, the Federal Reserve reduced target federal funds rate by 150 basis points to 25 basis points.

Net interest income for the three months ended June 30, 2021 decreased $1.6 million, or 3.4%, compared to the same period in 2020. The decrease in net interest income for the three months ended June 30, 2021 was due to the decrease in interest income, a result of a decrease in the average yield on our interest earning assets, partially offset by the decrease in interest expense on our interest bearing liabilities due to the overall decline in interest rates. Total interest income decreased $5.9 million, or 10.1%, to $52.6 million for the three months ended June 30, 2021, compared to $58.5 million during the same period in 2020. Total interest expense decreased $4.3 million, or 38.2%, to $6.9 million for the three months ended June 30, 2021, compared to $11.2 million for the same period in 2020. Our net interest margin (FTE), a non-GAAP measure, increased to 3.06% for the three months ended June 30, 2021, compared to 3.02% for the same period in 2020 and our net interest spread (FTE), also a non-GAAP measure, increased to 2.89%, compared to 2.82% for the same period in 2020.

Net interest income was $92.0 million for the six months ended June 30, 2021 and 2020, with the decrease in interest income offset by the decrease in interest expense on our interest bearing liabilities, both a result of an overall decline in interest rates. Total interest income decreased $13.1 million, or 11.0%, to $106.2 million for the six months ended June 30, 2021, compared to $119.2 million for the same period in 2020. Total interest expense decreased $13.1 million, or 47.9%, to $14.2 million for the six months ended June 30, 2021, compared to $27.3 million for the same period in 2020. Our net interest margin (FTE), a non-GAAP measure, increased to 3.13% for the six months ended June 30, 2021, compared to 3.02% for the same period in 2020,

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and our net interest spread (FTE), also a non-GAAP measure, increased to 2.96%, compared to 2.79% for the same period in 2020. See “Non-GAAP Financial Measures” for more information and for a reconciliation to GAAP.

Quarterly Analysis of Changes in Interest Income and Interest Expense

The following table presents on a fully taxable-equivalent basis, a non-GAAP measure, the net change in net interest income and sets forth the dollar amount of increase (decrease) in the average volume of interest earning assets and interest bearing liabilities and from changes in yields/rates. Volume/Yield/Rate variances (change in volume times change in yield/rate) have been allocated to amounts attributable to changes in volumes and to changes in yields/rates in proportion to the amounts directly attributable to those changes (in thousands):


	Three Months Ended June 30, 2021 Compared to 2020
	Change Attributable to				Total
Fully Taxable-Equivalent Basis:	Average Volume		Average Yield/Rate		Change
Interest income on:
Loans (1)	$	(1,217)	$	(2,120)	$	(3,337)
Loans held for sale	(10)		(5)		(15)
Taxable investment securities	2,229		(40)		2,189
Tax-exempt investment securities (1)	370		(345)		25
Mortgage-backed and related securities	(3,002)		(1,395)		(4,397)
FHLB stock, at cost, and equity investments	(131)		(121)		(252)
Interest earning deposits	12		(18)		(6)

Total earning assets	(1,749)		(4,044)		(5,793)
Interest expense on:
Savings accounts	60		(16)		44
CDs	(1,579)		(2,302)		(3,881)
Interest bearing demand accounts	241		(294)		(53)
FHLB borrowings	(1,403)		291		(1,112)
Subordinated notes, net of unamortized debt issuance costs	1,236		(225)		1,011
Trust preferred subordinated debentures, net of unamortized debt issuance costs	—		(142)		(142)
Other borrowings	(108)		(44)		(152)
Total interest bearing liabilities	(1,553)		(2,732)		(4,285)
Net change	$	(196)	$	(1,312)	$	(1,508)

(1)Interest yields on loans and securities that are nontaxable for federal income tax purposes are presented on a fully taxable-equivalent basis. See “Non-GAAP Financial Measures” for more information and for a reconciliation to GAAP.

The decrease in total interest income was attributable to the decrease in the average yield on interest earning assets to 3.49% for the three months ended June 30, 2021 from 3.69% for the same period in 2020, and by the mix of average interest earning assets for the three months ended June 30, 2021, when compared to the same period in 2020. The decrease in the average yield on total earning assets during the three months ended June 30, 2021 was a result of decreases in the short-term interest rate yield curve during the first half of 2021 and the tightening credit spreads that occurred primarily during the last half of 2020 and into the first half of 2021. For the three months ended June 30, 2021, average earning assets decreased $301.0 million, or 4.5%, when compared to the same period in 2020.

The decrease in total interest expense for the three months ended June 30, 2021 was attributable to an overall decline in interest rates paid on total interest bearing liabilities to 0.60% for the three months ended June 30, 2021 from 0.87% for the same period in 2020, and the decrease in average interest bearing liabilities.

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The “Average Balances with Average Yields and Rates” table that follows shows average earning assets and interest bearing liabilities together with the average yield on the earning assets and the average rate of the interest bearing liabilities (dollars in thousands) for the three months ended June 30, 2021 and 2020. The interest and related yields presented are on a fully taxable-equivalent basis and are therefore non-GAAP measures. See "Non-GAAP Financial Measures" for more information, and for a reconciliation to GAAP.


	Average Balances with Average Yields and Rates (Annualized)
	(unaudited)
	Three Months Ended
	June 30, 2021						June 30, 2020
	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
ASSETS
Loans (1)	$	3,706,959	$	36,429	3.94	%	$	3,826,383	$	39,766	4.18	%
Loans held for sale	1,846		13		2.82	%	3,213		28		3.50	%
Securities:
Taxable investment securities (2)	396,504		2,921		2.95	%	94,247		732		3.12	%
Tax-exempt investment securities (2)	1,363,678		11,585		3.41	%	1,320,772		11,560		3.52	%
Mortgage-backed and related securities (2)	847,206		4,647		2.20	%	1,359,941		9,044		2.67	%
Total securities	2,607,388		19,153		2.95	%	2,774,960		21,336		3.09	%
FHLB stock, at cost, and equity investments	35,883		108		1.21	%	67,582		360		2.14	%
Interest earning deposits	43,175		17		0.16	%	24,097		23		0.38	%

Total earning assets	6,395,251		55,720		3.49	%	6,696,235		61,513		3.69	%
Cash and due from banks	90,735						78,326
Accrued interest and other assets	656,245						660,411
Less: Allowance for loan losses	(41,768)						(55,908)
Total assets	$	7,100,463					$	7,379,064
LIABILITIES AND SHAREHOLDERS’ EQUITY
Savings accounts	$	571,907	231		0.16	%	$	426,420	187		0.18	%
CDs	658,708		936		0.57	%	1,187,665		4,817		1.63	%
Interest bearing demand accounts	2,459,335		1,172		0.19	%	2,013,770		1,225		0.24	%
Total interest bearing deposits	3,689,950		2,339		0.25	%	3,627,855		6,229		0.69	%
FHLB borrowings	669,633		1,817		1.09	%	1,197,097		2,929		0.98	%
Subordinated notes, net of unamortized debt issuance costs	197,284		2,423		4.93	%	98,641		1,412		5.76	%
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,257		349		2.32	%	60,252		491		3.28	%
Other borrowings	22,024		11		0.20	%	205,724		163		0.32	%
Total interest bearing liabilities	4,639,148		6,939		0.60	%	5,189,569		11,224		0.87	%
Noninterest bearing deposits	1,485,383						1,310,651
Accrued expenses and other liabilities	97,137						77,431
Total liabilities	6,221,668						6,577,651
Shareholders’ equity	878,795						801,413
Total liabilities and shareholders’ equity	$	7,100,463					$	7,379,064
Net interest income (FTE)			$	48,781					$	50,289
Net interest margin (FTE)					3.06	%					3.02	%
Net interest spread (FTE)					2.89	%					2.82	%

(1)Interest on loans includes net fees on loans that are not material in amount.

(2)For the purpose of calculating the average yield, the average balance of securities is presented at historical cost.

Note: As of June 30, 2021 and 2020, loans totaling $5.2 million and $5.6 million, respectively, were on nonaccrual status. Our policy is to reverse previously accrued but unpaid interest on nonaccrual loans; thereafter, interest income is recorded to the extent received when appropriate.

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Year-to-Date Analysis of Changes in Interest Income and Interest Expense


	Six Months Ended June 30, 2021 Compared to 2020
	Change Attributable to				Total
Fully Taxable-Equivalent Basis:	Average Volume		Average Yield/Rate		Change
Interest income on:
Loans (1)	$	(794)	$	(8,343)	$	(9,137)
Loans held for sale	5		(9)		(4)
Taxable investment securities	3,999		1		4,000
Tax-exempt investment securities (1)	3,901		(537)		3,364
Mortgage-backed and related securities	(7,317)		(2,526)		(9,843)
Federal Home Loan Bank stock, at cost, and equity investments	(276)		(265)		(541)
Interest earning deposits	28		(199)		(171)

Total earning assets	(454)		(11,878)		(12,332)
Interest expense on:
Savings accounts	125		(109)		16
CDs	(3,712)		(5,286)		(8,998)
Interest bearing demand accounts	789		(3,019)		(2,230)
FHLB borrowings	(2,244)		(934)		(3,178)
Subordinated notes, net of unamortized debt issuance costs	2,462		(467)		1,995
Trust preferred subordinated debentures, net of unamortized debt issuance costs	—		(391)		(391)
Other borrowings	(171)		(117)		(288)
Total interest bearing liabilities	(2,751)		(10,323)		(13,074)
Net change	$	2,297	$	(1,555)	$	742

The decrease in total interest income was attributable to the decrease in the average yield on earning assets to 3.58% for the six months ended June 30, 2021 from 3.87% for the same period in 2020, and a decrease in average earning assets of $153.7 million, or 2.4%. The decrease in the average yield on total earning assets during the six months ended June 30, 2021 was a result of decreases in the short-term interest rate yield curve during the first half of 2021 and the tightening credit spreads that occurred primarily during the last half of 2020 and into the first half of 2021. The decrease in average earning assets was primarily the result of a decrease in MBS and loans, partially offset by an increase in investment securities.

The decrease in total interest expense for the six months ended June 30, 2021 was attributable to an overall decline in interest rates paid on total interest bearing liabilities to 0.62% for the six months ended June 30, 2021 from 1.08% for the same period in 2020, and the decrease in average interest bearing liabilities.

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The “Average Balances with Average Yields and Rates” table that follows shows average earning assets and interest bearing liabilities together with the average yield on the earning assets and the average rate of the interest bearing liabilities (dollars in thousands) for the six months ended June 30, 2021 and 2020. The interest and related yields presented are on a fully taxable-equivalent basis and are therefore non-GAAP measures. See “Non-GAAP Financial Measures” for more information, and for a reconciliation to GAAP.


	Average Balances with Average Yields and Rates (Annualized)
	(unaudited)
	Six Months Ended
	June 30, 2021						June 30, 2020
	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
ASSETS
Loans (1)	$	3,670,708	$	73,183	4.02	%	$	3,706,763	$	82,320	4.47	%
Loans held for sale	2,321		33		2.87	%	2,022		37		3.68	%
Securities:
Taxable investment securities (2)	346,514		5,244		3.05	%	82,270		1,244		3.04	%
Tax-exempt investment securities (2)	1,332,507		22,761		3.44	%	1,104,839		19,397		3.53	%
Mortgage-backed and related securities (2)	893,752		10,735		2.42	%	1,479,157		20,578		2.80	%
Total securities	2,572,773		38,740		3.04	%	2,666,266		41,219		3.11	%
FHLB stock, at cost, and equity investments	35,760		244		1.38	%	65,279		785		2.42	%
Interest earning deposits	37,205		32		0.17	%	32,167		203		1.27	%

Total earning assets	6,318,767		112,232		3.58	%	6,472,497		124,564		3.87	%
Cash and due from banks	88,696						77,533
Accrued interest and other assets	666,280						635,540
Less: Allowance for loan losses	(45,483)						(43,141)
Total assets	$	7,028,260					$	7,142,429
LIABILITIES AND SHAREHOLDERS’ EQUITY
Savings accounts	$	544,696	440		0.16	%	$	405,642	424		0.21	%
CDs	697,190		2,165		0.63	%	1,275,046		11,163		1.76	%
Interest bearing demand accounts	2,401,140		2,331		0.20	%	1,994,803		4,561		0.46	%
Total interest bearing deposits	3,643,026		4,936		0.27	%	3,675,491		16,148		0.88	%
FHLB borrowings	698,413		3,725		1.08	%	1,098,083		6,903		1.26	%
Subordinated notes, net of unamortized debt issuance costs	197,268		4,818		4.93	%	98,619		2,823		5.76	%
Trust preferred subordinated debentures, net of unamortized debt issuance costs	60,256		700		2.34	%	60,252		1,091		3.64	%
Other borrowings	22,769		22		0.19	%	137,785		310		0.45	%
Total interest bearing liabilities	4,621,732		14,201		0.62	%	5,070,230		27,275		1.08	%
Noninterest bearing deposits	1,437,468						1,176,496
Accrued expenses and other liabilities	92,802						82,617
Total liabilities	6,152,002						6,329,343
Shareholders’ equity	876,258						813,086
Total liabilities and shareholders’ equity	$	7,028,260					$	7,142,429
Net interest income (FTE)			$	98,031					$	97,289
Net interest margin (FTE)					3.13	%					3.02	%
Net interest spread (FTE)					2.96	%					2.79	%

(1)Interest on loans includes net fees on loans that are not material in amount.

(2)For the purpose of calculating the average yield, the average balance of securities is presented at historical cost.

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Noninterest Income

Noninterest income consists of revenue generated from a broad range of financial services and activities and other fee generating services that we either provide or in which we participate.

The following table details the categories included in noninterest income (dollars in thousands):


	Three Months Ended June 30,				2021
					Change From
	2021		2020		2020
Deposit services	$	6,609	$	5,532	$	1,077	19.5	%
Net gain on sale of securities AFS	15		2,662		(2,647)		(99.4)	%
Gain on sale of loans	393		683		(290)		(42.5)	%
Trust fees	1,496		1,221		275		22.5	%
BOLI	645		650		(5)		(0.8)	%
Brokerage services	850		499		351		70.3	%
Other noninterest income	925		946		(21)		(2.2)	%
Total noninterest income	$	10,933	$	12,193	$	(1,260)	(10.3)	%


	Six Months Ended June 30,			2021
			Change From
		2021		2020		2020
Deposit services				$	12,734	$	11,811	$	923	7.8	%
Net gain on sale of securities AFS				2,018		8,203		(6,185)		(75.4)	%
Gain on sale of loans				986		853		133		15.6	%
Trust fees				2,879		2,526		353		14.0	%
BOLI				1,271		1,219		52		4.3	%
Brokerage services				1,630		1,079		551		51.1	%
Other noninterest income				3,038		2,000		1,038		51.9	%
Total noninterest income				$	24,556	$	27,691	$	(3,135)	(11.3)	%

The 10.3% decrease in noninterest income for the three months ended June 30, 2021, when compared to the same period in 2020, was due to decreases in net gain on sale of securities AFS and gain on sale of loans, partially offset by increases in deposit services income, brokerage services income and trust fees. The 11.3% decrease in noninterest income for the six months ended June 30, 2021, when compared to the same period in 2020, was due to the decrease in net gain on sale of securities AFS, partially offset by increases in other noninterest income, deposit services income, gain on sale of loans, brokerage services income and trust fees.

The increase in deposit services income for the three months ended June 30, 2021, when compared to the same period in 2020, was primarily the result of increases in debit card income, overdraft income and service charges on commercial deposit accounts. The increase for the six months ended June 30, 2021, when compared to the same period in 2020, was primarily the result of increases in debit card income and service charges on commercial deposit accounts, partially offset by a decrease in overdraft income due to an increase in funds available to customers through government issued stimulus checks and PPP loans. The increase in debit card income was the result of an increase in debit card transactions for the three and six months ended June 30, 2021.

During the three and six months ended June 30, 2021, we sold municipal securities and U.S. Treasury securities that resulted in a net gain on sale of AFS securities of $15,000 and $2.0 million, respectively.

Gain on sale of loans decreased for the three months ended June 30, 2021, and increased for the six months ended June 30, 2021, when compared to the same periods in 2020. Overall mortgage loan production increased during 2020 and into 2021 as a result of lower interest rates, however, the volume of loans sold decreased for the three months ended June 30, 2021, when compared to the same period in 2020, primarily due to the competitive mortgage loan market.

Trust fees increased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, due to an increase in assets under management. The market value of our wealth management and trust assets under management, which

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are not reflected in our consolidated balance sheets, increased 10.6%, and were approximately $1.63 billion at June 30, 2021, compared to $1.47 billion at June 30, 2020.

Brokerage services income increased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, due to growth in our client base and recurring revenue.

Other noninterest income increased for the six months ended June 30, 2021, when compared to the same period in 2020, primarily due to increases in mortgage servicing fee income and swap fee income, partially offset by decreases in mortgage derivative income.

Noninterest Expense

We incur certain types of noninterest expenses associated with the operation of our various business activities. The following table details the categories included in noninterest expense (dollars in thousands):


	Three Months Ended June 30,				2021
					Change From
	2021		2020		2020
Salaries and employee benefits	$	20,004	$	18,629	$	1,375	7.4	%
Net occupancy	3,606		3,668		(62)		(1.7)	%

Advertising, travel & entertainment	475		292		183		62.7	%
ATM expense	272		233		39		16.7	%
Professional fees	1,040		1,082		(42)		(3.9)	%
Software and data processing	1,406		1,295		111		8.6	%
Communications	612		506		106		20.9	%
FDIC insurance	435		174		261		150.0	%
Amortization of intangibles	730		931		(201)		(21.6)	%
Other noninterest expense	2,119		3,046		(927)		(30.4)	%
Total noninterest expense	$	30,699	$	29,856	$	843	2.8	%


	Six Months Ended June 30,			2021
			Change From
		2021		2020		2020
Salaries and employee benefits				$	40,048	$	38,272	$	1,776	4.6	%
Net occupancy				7,166		6,979		187		2.7	%

Advertising, travel & entertainment				912		1,124		(212)		(18.9)	%
ATM expense				510		457		53		11.6	%
Professional fees				2,031		2,277		(246)		(10.8)	%
Software and data processing				2,718		2,522		196		7.8	%
Communications				1,137		999		138		13.8	%
FDIC insurance				889		199		690		346.7	%
Amortization of intangibles				1,496		1,911		(415)		(21.7)	%
Other noninterest expense				5,026		5,636		(610)		(10.8)	%
Total noninterest expense				$	61,933	$	60,376	$	1,557	2.6	%

The increase in noninterest expense for the three months ended June 30, 2021, when compared to the same period in 2020, was the result of increases in salaries and employee benefits, FDIC insurance and advertising, travel and entertainment expense, partially offset by decreases in other noninterest expense and amortization of intangibles. The increase for the six months ended June 30, 2021, when compared to the same period in 2020, was the result of increases in salaries and employee benefits and FDIC insurance, partially offset by decreases in other noninterest expense and amortization of intangibles.

Salaries and employee benefits increased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, due to increases in health insurance expense and direct salary expense, partially offset by a decrease in retirement expense.

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Health and life insurance expense, included in salaries and employee benefits, increased $949,000, or 64.9%, and $721,000, or 19.8%, for the three and six months ended June 30, 2021, respectively, when compared to the same periods in 2020. We have a self-insured health plan which is supplemented with a stop loss insurance policy. Health insurance costs are rising nationwide and these costs may increase during the remainder of 2021.

For the three and six months ended June 30, 2021, direct salary expense increased $705,000, or 4.4%, and $1.41 million, or 4.4%, respectively, when compared to the same periods in 2020, primarily due to normal salary increases effective in the first quarter of 2021, as well as increases in brokerage service commissions.

Retirement expense, included in salaries and employee benefits, decreased $279,000, or 21.1%, and $359,000, or 14.8%, for the three and six months ended June 30, 2021, respectively, when compared to the same periods in 2020. The decrease was due to the freeze of the Retirement Plan and Restoration Plan to further benefit accruals as of December 31, 2020, which resulted in no defined benefit plan service cost expense in the first half of 2021. This decrease was partially offset by increases in our split dollar agreement expense and ESOP expense.

Advertising, travel and entertainment expense decreased for the six months ended June 30, 2021, when compared to the same period in 2020, primarily due to decreases in travel, meals and entertainment, and registration fees due to reduced activity resulting from COVID-19 travel restrictions, when compared to the same period in 2020. Donations, included in advertising, travel and entertainment, also decreased for the six months ended June 30, 2021, when compared to the same period in 2020. As travel restrictions were lifted in the first quarter of 2021, activity increased for the three months ended June 30, 2021, when compared to the same period in 2020, which resulted in increases in travel, meals and entertainment and registration fees. Donations and media advertising, included in advertising, travel and entertainment, also increased for the three months ended June 30, 2021, when compared to the same period in 2020.

ATM expense increased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, due to higher ATM maintenance expense as new ATMs and ITMs were put into service and hardware upgrades were completed.

Professional fees decreased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, due to a decrease in legal fees during the three months ended June 30, 2021, and due to several professional fees paid in connection with training, consulting and data conversion during the six months ended June 30, 2020.

Communications expense increased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, driven by an increase in phone and internet costs.

FDIC insurance increased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, due to a small bank assessment credit issued by the FDIC and utilized in the first half of 2020.

Amortization of intangibles decreased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, due primarily to a decrease in core deposit intangible amortization which is recognized on an accelerated method resulting in a decline in expense over time.

Other noninterest expense decreased for the three and six months ended June 30, 2021, when compared to the same periods in 2020, primarily due to a decrease in retirement expense related to the Retirement Plan and the Restoration Plan, partially offset by an increase in computer supplies expense.

Income Taxes

Pre-tax income for the three and six months ended June 30, 2021 was $24.2 million and $63.0 million, respectively, a decrease of 0.7%, and an increase of 118.9%, compared to $24.4 million and $28.8 million for the same periods in 2020. We recorded income tax expense of $2.9 million and $7.6 million for the three and six months ended June 30, 2021, respectively, compared to income tax expense of $2.8 million and $3.3 million for the same periods in 2020. The ETR as a percentage of pre-tax income was 11.9% and 12.1% for the three and six months ended June 30, 2021, respectively, compared to an ETR as a percentage of pre-tax income of 11.5% and 11.4% for the same periods in 2020. The higher ETR for the six months ended June 30, 2021 was primarily due to a decrease in tax-exempt income as a percentage of pre-tax income as compared to the same period in 2020.

The ETR differs from the statutory rate of 21% for the three and six months ended June 30, 2021 and 2020 primarily due to the effect of tax-exempt income from municipal loans and securities, as well as BOLI. The net deferred tax liability totaled $16.5 million at June 30, 2021, compared to $15.5 million at December 31, 2020. The increase in the net deferred tax liability is primarily the result of the increase in unrealized gains in the AFS securities portfolio.

See “Note 11 – Income Taxes” to our consolidated financial statements included in this report. No valuation allowance was recorded at June 30, 2021 or December 31, 2020, as management believes it is more likely than not that all of the deferred tax asset items will be realized in future years.

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Composition of Loans

One of our main objectives is to seek attractive lending opportunities in Texas, primarily in the market areas in which we operate. Refer to “Part I - Item 1. Business - Market Area” in the 2020 Form 10-K for a discussion of our primary market area and the geographic concentration of our loan portfolio as of December 31, 2020. There were no substantial changes in these concentrations during the six months ended June 30, 2021. The majority of our loan originations are made to borrowers who live in and/or conduct business in the market areas of Texas in which we operate or adjoin, with the exception of municipal loans, which are made primarily throughout the state of Texas. Municipal loans are made to municipalities, counties, school districts and colleges.

The following table sets forth loan totals by class as of the dates presented (dollars in thousands):


							Compared to
							December 31, 2020		June 30, 2020
	June 30, 2021		December 31, 2020		June 30, 2020		Change (%)		Change (%)

Real estate loans:
Construction	$	528,157	$	581,941	$	570,801	(9.2)	%	(7.5)	%
1-4 family residential	678,402		719,952		761,815		(5.8)	%	(10.9)	%
Commercial	1,430,900		1,295,746		1,406,541		10.4	%	1.7	%
Commercial loans	497,513		557,122		639,162		(10.7)	%	(22.2)	%
Municipal loans	417,398		409,028		377,428		2.0	%	10.6	%
Loans to individuals	89,976		93,990		96,824		(4.3)	%	(7.1)	%
Total loans	$	3,642,346	$	3,657,779	$	3,852,571	(0.4)	%	(5.5)	%

Our loan portfolio decreased $15.4 million, or 0.4%, at June 30, 2021 compared to December 31, 2020, with decreases in commercial loans, construction loans, 1-4 family residential loans and loans to individuals, partially offset by increases in commercial real estate and municipal loans. For the six months ended June 30, 2021, our PPP loans experienced a net decrease of $82.7 million, or 38.5%, from $214.8 million at December 31, 2020, primarily due to forgiveness payments received from loans funded under the CARES Act.

Our loan portfolio decreased $210.2 million, or 5.5%, at June 30, 2021 compared to June 30, 2020, with decreases in commercial loans, 1-4 family residential loans, construction loans and loans to individuals, partially offset by increases in municipal loans and commercial real estate loans.

At June 30, 2021, our real estate loans represented 72.4% of our loan portfolio and were comprised of commercial real estate loans of 54.3%, 1-4 family residential loans of 25.7% and construction loans of 20.0%. Commercial real estate loans primarily include loans collateralized by retail, commercial office buildings, multi-family residential buildings, medical facilities and offices, senior living, assisted living and skilled nursing facilities, warehouse facilities, hotels and churches. Our 1-4 family residential loans consist primarily of loans secured by first mortgages on owner occupied 1-4 family residences. Our construction loans are collateralized by property located primarily in or near the market areas we serve. A number of our construction loans will be owner occupied upon completion. Construction loans for non-owner occupied projects are financed, but these typically have cash flows from leases with tenants, secondary sources of repayment, and in some cases, additional collateral.

Loan Portfolios Most at Risk due to Economic Stress Resulting from Impact of COVID-19

The banking industry is affected by general economic conditions such as interest rates, inflation, recession, unemployment and other factors beyond our control, including the impact of the COVID-19 pandemic. During the last 30 years the Texas economy has continued to diversify, decreasing the overall impact of fluctuations in oil and gas prices; however, the oil and gas industry is still a significant component of the Texas economy. Oil prices have experienced a recovery during the six months ended June 30, 2021 following a significant reduction primarily reflective of the economic impact of COVID-19. We cannot predict whether current economic conditions or oil prices will improve, remain the same or decline.

As of June 30, 2021, the Company’s exposure to the oil and gas industry totaled $94.3 million, or 2.59% of gross loans, a decrease of $10.3 million from December 31, 2020, and consisted primarily of (i) support/service loans of 1.82%, (ii) upstream of 0.60%, (iii) midstream of 0.11%, and (iv) downstream of 0.06%. Expanded monitoring and analysis of these loans has been implemented to address the uncertainty in oil and gas prices as needed.

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The following table sets forth our loans outstanding in the oil and gas industry for the periods presented (dollars in thousands):


	June 30,						December 31, 2020
	2021			2020
Oil and gas related loans	$	94,297		$	118,493		$	104,548
Oil and gas related loans as a % of loans	2.59		%	3.08		%	2.86		%
Classified oil and gas related loans	$	4,899		$	7,627		$	6,385
Classified oil and gas related loans as a % of oil and gas related loans	5.20		%	6.44		%	6.11		%
Nonaccrual oil and gas related loans	$	386		$	193		$	620
Net (recoveries) charge-offs for oil and gas related loans	$	(7)		$	7		$	7
Allowance for oil and gas related loans as a % of oil and gas loans	1.51		%	1.57		%	1.36		%

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and increased unemployment levels. The resulting temporary closure of many businesses and the implementation of social distancing and sheltering in place policies impacted and could continue to impact many of our customers. As of June 30, 2021, most businesses in Texas are re-opened without restrictions. Commercial activity has improved but has not returned to the levels existing prior to the outbreak of the pandemic. In addition to the oil and gas industry, we consider the sectors set forth in the below table to be most vulnerable to financial risks from business disruptions caused by the pandemic mitigation efforts based on North American Industry Classification System categories as of June 30, 2021 (dollars in thousands). We recognize that these industries may take longer to recover as consumers may be hesitant to return to full social interaction or may change their spending habits on a more permanent basis as a result of the pandemic. We continue to monitor these customers closely.


	June 30, 2021
	Loans		Percent of Total Loans		Percent Classified (1)
Retail commercial real estate (2)	$	307,581	8.44	%	0.02	%
Retail goods and services	76,840		2.11	%	8.82	%
Hotels	68,456		1.88	%	—
Food services	49,772		1.37	%	—
Arts, entertainment and recreation	7,498		0.21	%	4.20	%
Total	$	510,147	14.01	%	1.40	%


	December 31, 2020
	Loans		Percent of Total Loans		Percent Classified (1)
Retail commercial real estate (2)	$	342,919	9.38	%	0.02	%
Retail goods and services	82,936		2.27	%	9.12	%
Hotels	69,578		1.90	%	—
Food services	35,502		0.97	%	—
Arts, entertainment and recreation	9,206		0.25	%	3.80	%
Total	$	540,141	14.77	%	1.48	%

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	June 30, 2020
	Loans		Percent of Total Loans		Percent Classified (1)
Retail commercial real estate (2)	$	323,636	8.40	%	0.34	%
Retail goods and services	96,549		2.51	%	8.02	%
Hotels	69,180		1.80	%	6.31	%
Food services	44,207		1.15	%	0.12	%
Arts, entertainment and recreation	10,244		0.26	%	0.83	%
Total	$	543,816	14.12	%	2.46	%

(1) Sector classified loans as a percentage of sector total loans.

(2) Loans in the retail commercial real estate sector are included in our commercial real estate portfolio.

Allowance for Credit Losses - Loans

We utilize Moody’s Analytics economic forecast scenarios and assign probability weighting to those scenarios which best reflect management’s views on the economic forecast. The probability weighting and scenarios utilized for the estimate of the allowance were generally reflective of an improved economic forecast as based on known and knowable information as of June 30, 2021.

As of June 30, 2021, our review of the loan portfolio indicated that an allowance for loan losses of $42.9 million was appropriate to cover expected losses in the portfolio. Changes in economic and other conditions, including the application of the CECL model and the economic uncertainty related to COVID-19, may require future adjustments to the allowance for loan losses.

During the six months ended June 30, 2021, the allowance for loan losses decreased $6.1 million, or 12.4%, to $42.9 million, or 1.18% of total loans, when compared to $49.0 million, or 1.34% of total loans at December 31, 2020. The decrease in the allowance for credit losses for the first half of 2021 was primarily reflective of an improved economic forecast based on known and knowable information as of June 30, 2021.

For the three and six months ended June 30, 2021, loan charge-offs were $527,000 and $1.3 million, respectively, and recoveries were $466,000 and $1.1 million, respectively. For the three and six months ended June 30, 2020, loan charge-offs were $546,000 and $1.5 million, respectively, and recoveries were $436,000 and $887,000, respectively. For the three months ended June 30, 2021, we recorded a provision for credit losses for loans of $1.5 million, a decrease of $4.8 million, or 76.0%,

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from a provision of $6.3 million for the three months ended June 30, 2020. For the six months ended June 30, 2021, we recorded a reversal of provision of $5.9 million, compared to a provision of $30.4 million for the six months ended June 30, 2020. The decrease during the six months ended June 30, 2021, was primarily due to improvement in the economic forecast since the second quarter of 2020 and its effect on macroeconomic factors used in the CECL model. The provision in the first half of 2020 was due to the estimated economic impact of COVID-19 on the macroeconomic factors, including the potential for credit deterioration.

PCD Loans

We have purchased certain loans that as of the date of purchase have experienced more-than-insignificant deterioration in credit quality since origination. Management evaluates these loans against a probability threshold to determine if substantially all of the contractually required payments will be received. PCD loans are recorded at the purchase price plus an allowance for credit losses which becomes the PCD loan's initial amortized cost. The non-credit related discount or premium, the difference between the initial amortized cost and the par value, will be amortized into interest income over the life of the loan. Any further changes to the allowance for credit losses are recorded through provision expense. In accordance with the adoption of ASU 2016-13, management did not reassess whether PCI assets met the criteria of PCD assets and elected to not maintain pools of loans as of the date of adoption. All PCD loans are evaluated based upon product type within the underlying segment.

Nonperforming Assets

Nonperforming assets consist of delinquent loans 90 days or more past due, nonaccrual loans, OREO, repossessed assets and TDR loans. Nonaccrual loans are loans 90 days or more delinquent and collection in full of both the principal and interest is not expected. Additionally, some loans that are not delinquent or that are delinquent less than 90 days may be placed on nonaccrual status if it is probable that we will not receive contractual principal and interest payments in accordance with the terms of the respective loan agreements. When a loan is categorized as nonaccrual, the accrual of interest is discontinued and any accrued balance is reversed for financial statement purposes. OREO represents real estate taken in full or partial satisfaction of debts previously contracted. The dollar amount of OREO is based on a current evaluation of the OREO at the time it is recorded on our books, net of estimated selling costs. Updated valuations are obtained as needed and any additional impairments are recognized. Restructured loans represent loans that have been renegotiated to provide a below market interest rate or deferral of interest or principal because of deterioration in the financial position of the borrowers. The restructuring of a loan is considered a TDR if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, restructuring amortization schedules and other actions intended to minimize potential losses. Categorization of a loan as nonperforming is not in itself a reliable indicator of potential loan loss. Other factors, such as the value of collateral securing the loan and the financial condition of the borrower are considered in judgments as to potential loan loss.

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The following table sets forth nonperforming assets for the periods presented (dollars in thousands):


							Compared to
							December 31, 2020		June 30, 2020
	June 30, 2021		December 31, 2020		June 30, 2020		Change (%)		Change (%)
Loans on nonaccrual:
Real estate loans:
Construction	$	69	$	640	$	630	(89.2)	%	(89.0)	%
1-4 family residential	2,397		3,922		3,138		(38.9)	%	(23.6)	%
Commercial	1,212		1,269		929		(4.5)	%	30.5	%
Commercial loans	1,414		1,592		610		(11.2)	%	131.8	%
Loans to individuals	62		291		332		(78.7)	%	(81.3)	%
Total nonaccrual loans	5,154		7,714		5,639		(33.2)	%	(8.6)	%

Accruing loans past due more than 90 days	—		—		—		—		—
TDR loans	9,549		9,646		11,367		(1.0)	%	(16.0)	%
OREO	566		106		586		434.0	%	(3.4)	%
Repossessed assets	—		14		8		(100.0)	%	(100.0)	%
Total nonperforming assets	$	15,269	$	17,480	$	17,600	(12.6)	%	(13.2)	%


Ratio of nonaccruing loans to:
Total loans	0.14	%	0.21	%	0.15	%
Ratio of nonperforming assets to:
Total assets	0.21	%	0.25	%	0.24	%
Total loans	0.42	%	0.48	%	0.46	%
Total loans and OREO	0.42	%	0.48	%	0.46	%
Total loans, excluding PPP loans, and OREO	0.43	%	0.51	%	0.50	%
Ratio of allowance for loan losses to:
Nonaccruing loans	832.62	%	635.29	%	1,061.68	%
Nonperforming assets	281.05	%	280.35	%	340.16	%
Total loans	1.18	%	1.34	%	1.55	%
Total loans, excluding PPP loans	1.22	%	1.42	%	1.68	%
Net charge-offs to average loans outstanding	0.01	%	0.03	%	0.04	%

We are actively marketing all OREO properties and none are being held for investment purposes.

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Liquidity and Interest Rate Sensitivity

Liquidity management involves our ability to convert assets to cash with minimum risk of loss while enabling us to meet our obligations to our customers at any time. This means addressing (1) the immediate cash withdrawal requirements of depositors and other fund providers; (2) the funding requirements of lines and letters of credit; and (3) the short-term credit needs of customers. Liquidity is provided by cash, interest earning deposits and short-term investments that can be readily liquidated with a minimum risk of loss. At June 30, 2021, these investments were 6.5% of total assets, as compared with 7.4% for both December 31, 2020 and June 30, 2020. The decrease to 6.5% at June 30, 2021 as compared to December 31, 2020, is reflective of the increase in total assets combined with the decrease in the short-term investment portfolio. Liquidity is further provided through the matching, by time period, of rate sensitive interest earning assets with rate sensitive interest bearing liabilities. The Bank has three unsecured lines of credit for the purchase of overnight federal funds at prevailing rates with Frost Bank, TIB – The Independent Bankers Bank and Comerica Bank for $40.0 million, $15.0 million and $7.5 million, respectively. There were no federal funds purchased at June 30, 2021 or December 31, 2020. To provide more liquidity in response to the economic impact of the COVID-19 pandemic, the Federal Reserve took steps to encourage broader use of the discount window. At June 30, 2021, the amount of additional funding the Bank could obtain from the FRDW, collateralized by securities, was approximately $487.7 million. There were no borrowings from the FRDW at June 30, 2021 or December 31, 2020. At June 30, 2021, the amount of additional funding Southside Bank could obtain from FHLB, collateralized by securities, FHLB stock and nonspecified loans and securities, was approximately $1.23 billion, net of FHLB stock purchases required. The Bank has a $5.0 million line of credit with Frost Bank to be used to issue letters of credit, and at June 30, 2021, the line had one outstanding letter of credit for $91,000. The Bank currently has no outstanding letters of credit from FHLB held as collateral for its public fund deposits.

Management continually evaluates our liquidity position and currently believes the Company has adequate funding to meet our financial needs. During March 2020, in response to COVID-19, the Federal Reserve lowered the primary credit rate by 150 basis points to 0.25 percent and extended terms to 90 days to enhance market liquidity and encourage use of the discount window. In addition, the Federal Reserve announced it would begin quantitative easing, or large-scale asset purchases, consisting primarily of U.S. Treasury securities and MBS to stem the effects of the pandemic on the financial markets. Failure to continue to contain the COVID-19 pandemic could cause a widespread liquidity crisis, and the availability of these funds or the options to sell securities currently held could be hindered.

Interest rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates. The ALCO closely monitors various liquidity ratios and interest rate spreads and margins. The ALCO utilizes a simulation model to perform interest rate simulation tests that apply various interest rate scenarios including immediate shocks and MVPE to assist in determining our overall interest rate risk and the adequacy of our liquidity position. In addition, the ALCO utilizes this simulation model to determine the impact on net interest income of various interest rate scenarios. By utilizing this technology, we can determine changes that need to be made to the asset and liability mix to minimize the change in net interest income under these various interest rate scenarios. See Part I - “Item 3. Quantitative and Qualitative Disclosures about Market Risk” in this Quarterly Report on Form 10-Q.

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Capital Resources

The Company’s Common Equity Tier 1 capital includes common stock and related paid-in capital, net of treasury stock, and retained earnings. The Bank’s Common Equity Tier 1 capital includes common stock and related paid-in capital, and retained earnings. In connection with the adoption of the Basel III Capital Rules, we elected to opt-out of the requirement to include accumulated other comprehensive income in Common Equity Tier 1. We also elected, for a five-year transitional period, the effects of credit loss accounting under CECL from Common Equity Tier 1, as further discussed below. Common Equity Tier 1 for both the Company and the Bank is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities.

Tier 1 capital includes Common Equity Tier 1 capital and additional Tier 1 capital. For the Company, additional Tier 1 capital at June 30, 2021 included $58.4 million of trust preferred securities. For bank holding companies that had assets of less than $15 billion as of December 31, 2009, trust preferred securities issued prior to May 19, 2010 can be treated as Tier 1 capital to the extent that they do not exceed 25% of Tier 1 capital after the application of capital deductions and adjustments. The Bank did not have any additional Tier 1 capital beyond Common Equity Tier 1 at June 30, 2021.

Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital for both the Company and the Bank includes a permissible portion of the allowance for credit losses on loans and off-balance sheet exposures. Tier 2 capital for the Company also includes $197.3 million of qualified subordinated debt as of June 30, 2021. The permissible portion of qualified subordinated notes decreases 20% per year during the final five years of the term of the notes.

In April 2020, the FDIC, Federal Reserve, and the Office of the Comptroller of the Currency issued supplemental instructions allowing banking organizations that implement CECL before the end of 2020, the option to delay for two years an estimate of the CECL methodologies’ effect on regulatory capital, relative to the incurred loss methodologies effect on capital, followed by a three-year transition period. We elected to adopt the five-year transition option. Accordingly, a CECL transitional amount totaling $10.4 million has been added back to CET1 as of June 30, 2021. The CECL transitional amount includes $7.8 million related to a cumulative effect of adopting CECL and $2.6 million related to the estimated incremental effect of CECL since adoption.

Also in April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA. Federal bank regulatory agencies have issued an interim final rule that permits banks to neutralize the regulatory capital effects of participating in the Paycheck Protection Program Lending Facility and clarify that PPP loans have a zero percent risk weight under applicable risk-based capital rules. Specifically, a bank may exclude all PPP loans pledged as collateral to the PPP Facility from its average total consolidated assets for the purposes of calculating its leverage ratio, while PPP loans that are not pledged as collateral to the PPP Facility will be included. Our PPP loans are included in the calculation of our leverage ratio as of June 30, 2021, as we did not utilize the PPP Facility for funding purposes.

Management believes that, as of June 30, 2021, we met all capital adequacy requirements to which we were subject. It is management’s intention to maintain our capital at a level acceptable to all regulatory authorities and future dividend payments will be determined accordingly. Regulatory authorities require that any dividend payments made by either us or the Bank not exceed earnings for that year. Accordingly, shareholders should not anticipate a continuation of the cash dividend payments simply because of the existence of a dividend reinvestment program. The payment of dividends will depend upon future earnings, our financial condition and other related factors including the discretion of the board of directors.

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To be categorized as well capitalized we must maintain minimum Common Equity Tier 1 risk-based, Tier 1 risk-based, Total capital risk-based and Tier 1 leverage ratios as set forth in the following table (dollars in thousands):


	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Actions Provisions
June 30, 2021	Amount		Ratio		Amount		Ratio		Amount		Amount
Common Equity Tier 1 (to Risk-Weighted Assets)
Consolidated	$	635,190	14.38	%	$	198,723	4.50	%	N/A		N/A
Bank Only	$	809,628	18.34	%	$	198,635	4.50	%	$	286,918	6.50	%

Tier 1 Capital (to Risk-Weighted Assets)
Consolidated	$	693,637	15.71	%	$	264,964	6.00	%	N/A		N/A
Bank Only	$	809,628	18.34	%	$	264,847	6.00	%	$	353,129	8.00	%

Total Capital (to Risk-Weighted Assets)
Consolidated	$	924,974	20.95	%	$	353,285	8.00	%	N/A		N/A
Bank Only	$	843,653	19.11	%	$	353,129	8.00	%	$	441,412	10.00	%

Tier 1 Capital (to Average Assets) (1)
Consolidated	$	693,637	10.21	%	$	271,640	4.00	%	N/A		N/A
Bank Only	$	809,628	11.93	%	$	271,516	4.00	%	$	339,395	5.00	%


	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Actions Provisions
December 31, 2020	Amount		Ratio		Amount		Ratio		Amount		Ratio










Common Equity Tier 1 (to Risk-Weighted Assets)
Consolidated	$	612,703	14.68	%	$	187,814	4.50	%	N/A		N/A
Bank Only	$	768,200	18.41	%	$	187,801	4.50	%	$	271,268	6.50	%

Tier 1 Capital (to Risk-Weighted Assets)
Consolidated	$	671,147	16.08	%	$	250,418	6.00	%	N/A		N/A
Bank Only	$	768,200	18.41	%	$	250,402	6.00	%	$	333,869	8.00	%

Total Capital (to Risk-Weighted Assets)
Consolidated	$	908,873	21.78	%	$	333,891	8.00	%	N/A		N/A
Bank Only	$	808,675	19.38	%	$	333,869	8.00	%	$	417,336	10.00	%

Tier 1 Capital (to Average Assets) (1)
Consolidated	$	671,147	9.81	%	$	273,558	4.00	%	N/A		N/A
Bank Only	$	768,200	11.24	%	$	273,432	4.00	%	$	341,790	5.00	%

(1)Refers to quarterly average assets as calculated in accordance with policies established by bank regulatory agencies.

As of June 30, 2021, Southside Bancshares and Southside Bank met all capital adequacy requirements under the Basel III Capital Rules that became fully phased-in as of January 1, 2019. Refer to the Supervision and Regulation section in the 2020 Form 10-K for further discussion of our capital requirements.

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The table below summarizes our key equity ratios for the periods presented:


	Three Months Ended June 30,
	2021		2020
Return on average assets	1.20	%	1.17	%
Return on average shareholders’ equity	9.73	%	10.82	%
Dividend payout ratio – Basic	50.77	%	47.69	%
Dividend payout ratio – Diluted	50.77	%	47.69	%
Average shareholders’ equity to average total assets	12.38	%	10.86	%
	Six Months Ended June 30,
	2021		2020
Return on average assets	1.59	%	0.72	%
Return on average shareholders’ equity	12.75	%	6.31	%
Dividend payout ratio – Basic	38.46	%	81.58	%
Dividend payout ratio – Diluted	38.46	%	81.58	%
Average shareholders’ equity to average total assets	12.47	%	11.38	%

Off-Balance-Sheet Arrangements, Commitments and Contingencies

Financial Instruments with Off-Balance-Sheet Risk. In the normal course of business, we are a party to certain financial instruments with off-balance-sheet risk to meet the financing needs of our customers. These off-balance-sheet instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in the financial statements. The contract or notional amounts of these instruments reflect the extent of involvement and exposure to credit loss that we have in these particular classes of financial instruments. The allowance for credit losses on these off-balance-sheet credit exposures is calculated using the same methodology as loans including conversion or usage factor to anticipate ultimate exposure and expected losses and is included in other liabilities on our consolidated balance sheets.

Allowance for off-balance-sheet credit exposures were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

Balance at beginning of period	$	3,616	$	7,460	$	6,386	$	1,455
Impact of CECL adoption	—		—		—		4,840
Provision for (reversal of) off-balance-sheet credit exposures	157		(1,095)		(2,613)		70
Balance at end of period	$	3,773	$	6,365	$	3,773	$	6,365

Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments to extend credit generally have fixed expiration dates and may require the payment of fees. Since some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in commitments to extend credit and similarly do not necessarily represent future cash obligations.

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Financial instruments with off-balance-sheet risk were as follows (in thousands):


	June 30, 2021		December 31, 2020
Unused commitments:
Commitments to extend credit	$	922,234	$	793,138
Standby letters of credit	10,785		13,658
Total	$	933,019	$	806,796

Deposits. There were no unsettled issuances of brokered CDs at June 30, 2021 or December 31, 2020.

Litigation. We are a party to various litigation in the normal course of business. Management, after consulting with our legal counsel, believes that any liability resulting from litigation will not have a material effect on our financial position, results of operations or liquidity.

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Expansion

On April 12, 2021, we opened a loan production office in Harris County, in Houston’s Uptown District.

Recent Accounting Pronouncements

See “Note 1 – Summary of Significant Accounting and Reporting Policies” in our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Subsequent Events

Subsequent to June 30, 2021 and through July 27, 2021, we purchased 22,406 shares of common stock at an average price of $34.95 pursuant to the Stock Repurchase Plan.

We anticipate the redemption of our 5.50% coupon $100.0 million subordinated notes on September 30, 2021, subject to regulatory approval.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The disclosures set forth in this item are qualified by the section captioned “Forward-Looking Statements” included in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report and other cautionary statements set forth elsewhere in this Quarterly Report on Form 10-Q.

Refer to the discussion of market risks included in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the 2020 Form 10-K.

In the banking industry, a major risk exposure is changing interest rates. The primary objective of monitoring our interest rate sensitivity, or risk, is to provide management the tools necessary to manage the balance sheet to minimize adverse changes in net interest income as a result of changes in the direction and level of interest rates. Federal Reserve monetary control efforts, the effects of deregulation, economic uncertainty and legislative changes have been significant factors affecting the task of managing interest rate sensitivity positions in recent years.

In an attempt to manage our exposure to changes in interest rates, management closely monitors our exposure to interest rate risk through our ALCO. Our ALCO meets regularly and reviews our interest rate risk position and makes recommendations to our board for adjusting this position. In addition, our board reviews our asset/liability position on a monthly basis. We primarily use two methods for measuring and analyzing interest rate risk: net income simulation analysis and MVPE modeling. We utilize the net income simulation model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. This model quantifies the effects of various interest rate scenarios on projected net interest income and net income over the next 12 months. The model is used to measure the impact on net interest income relative to a base case scenario of rates immediately increasing 100 and 200 basis points or decreasing 50 basis points over the next 12 months. These simulations incorporate assumptions regarding balance sheet growth and mix, pricing and the repricing and maturity characteristics of the existing and projected balance sheet. The impact of interest rate-related risks such as prepayment, basis and option risk are also considered. The model has interest rate floors, and no interest rates are assumed to go negative. The interest rate environment declined during 2020 to a point where most treasury terms were under 100 basis points; therefore, we do not believe an analysis of an assumed decrease in interest rates beyond 50 basis points would provide meaningful results. We will continue to monitor interest rates, and we will resume the simulation of rates decreasing 100 and 200 basis points once rates begin to rise.

The following table reflects the noted increases and decreases in interest rates under the model simulations and the anticipated impact on net interest income relative to the base case over the next 12 months for the periods presented.


	Anticipated impact over the next 12 months
	June 30,
Rate projections:	2021		2020
Increase:
100 basis points	2.13	%	1.17	%
200 basis points	4.58	%	(0.35)	%

Decrease:
50 basis points	(1.64)	%	(0.63)	%
100 basis points	N/A		(2.19)	%
200 basis points	N/A		(4.41)	%

As part of the overall assumptions, certain assets and liabilities are given reasonable floors. This type of simulation analysis requires numerous assumptions including but not limited to changes in balance sheet mix, prepayment rates on mortgage-related assets and fixed rate loans, cash flows and repricing of all financial instruments, changes in volumes and pricing, future shapes of the yield curve, relationship of market interest rates to each other (basis risk), credit spread and deposit sensitivity. Assumptions are based on management’s best estimates but may not accurately reflect actual results under certain changes in interest rates.

In addition to interest rate risk, beginning in 2020, the COVID-19 pandemic exposed us and will likely continue to expose us to additional market value risk. Protracted business closures, furloughs and lay-offs curtailed economic activity, and will likely continue to curtail economic activity and could result in lower fair values for collateral in our commercial and 1-4 family portfolio segments.

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The ALCO monitors various liquidity ratios to ensure a satisfactory liquidity position for us. Management continually evaluates the condition of the economy, the pattern of market interest rates and other economic data to determine the types of investments that should be made and at what maturities. Using this analysis, management from time to time assumes calculated interest sensitivity gap positions to maximize net interest income based upon anticipated movements in the general level of interest rates. Regulatory authorities also monitor our gap position along with other liquidity ratios. In addition, as described above, we utilize a simulation model to determine the impact of net interest income under several different interest rate scenarios. By utilizing this model, we can determine changes that need to be made to the asset and liability mixes to mitigate the change in net interest income under these various interest rate scenarios.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), undertook an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, and, based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report, in recording, processing, summarizing and reporting in a timely manner the information that the Company is required to disclose in its reports under the Exchange Act and in accumulating and communicating to the Company’s management, including the Company’s CEO and CFO, such information as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

No changes were made to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are a party to various litigation in the normal course of business. Management, after consulting with our legal counsel, believes that any liability resulting from litigation will not have a material effect on our financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors previously disclosed in the 2020 Form 10-K.

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

Issuer Purchases of Equity Securities

On September 5, 2019, our board of directors authorized the repurchase of up to 1.0 million shares of common stock under the Stock Repurchase Plan. On March 12, 2020, our board of directors increased the authorization under the Stock Repurchase Plan by an additional 1.0 million shares, for a total authorization to repurchase up to 2.0 million shares. Repurchases may be carried out in open market purchases, privately negotiated transactions and pursuant to any trading plan that might be adopted in accordance with Rule 10b5-1 of the Exchange Act. We have no obligation to repurchase any shares under the Stock Repurchase Plan and may modify, suspend or discontinue the plan at any time.

The following table provides information with respect to purchases made by or on behalf of any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the three months ended June 30, 2021:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Number of Shares That May Yet Be Purchased Under the Stock Repurchase Plan at the End of the Period
April 1, 2021 - April 30, 2021	90,884	$	38.49	90,884	420,204
May 1, 2021 - May 31, 2021	—	—		—	420,204
June 1, 2021 - June 30, 2021	—	—		—	420,204
Total	90,884	$	38.49	90,884

Subsequent to June 30, 2021 and through July 27, 2021, we purchased 22,406 shares of common stock at an average price of $34.95 pursuant to the Stock Repurchase Plan.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Index

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed Herewith

Exhibit

Form

Filing Date

File No.

(3)

Articles of Incorporation and Bylaws

3.1

Restated Certificate of Formation of Southside Bancshares, Inc.

3.1

8-K

05/14/2018

0-12247

3.2

Amended and Restated Bylaws of Southside Bancshares, Inc.

3.1

8-K

02/22/2018

0-12247

(10)

Material Contracts

10.1

Southside Bancshares, Inc. Annual Incentive Program

10.1

8-K

06/21/2021

0-12247

(31)

Rule 13a-14(a)/15d-14(a) Certifications

31.1

Certification of Chief Executive Officer

31.2

Certification of Chief Financial Officer

(32)

Section 1350 Certification

†32

Certification of Executive Officer and Chief Financial Officer

(101)

Interactive Date File

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

† The certification attached as Exhibit 32 accompanies this Quarterly Report on Form 10-Q and is “furnished” to the Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by us for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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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.


		SOUTHSIDE BANCSHARES, INC.

DATE:	July 30, 2021	BY:	/s/ Lee R. Gibson
			Lee R. Gibson, CPA
			President and Chief Executive Officer
			(Principal Executive Officer)




DATE:	July 30, 2021	BY:	/s/ Julie N. Shamburger
			Julie N. Shamburger, CPA
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

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