Stellar Bancorp, Inc. - Quarter Report: 2022 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2022

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

For the transition period from ____ to ____.

Commission File Number: 001-38280

CBTX, Inc.

(Exact name of registrant as specified in its charter)


Texas		20-8339782

(State or other jurisdiction of		(I.R.S. employer

incorporation or organization)		identification no.)

9 Greenway Plaza, Suite 110

Houston, Texas 77046

(Address of principal executive offices)

(713) 210-7600

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	CBTX	The 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 ☒

As of July 25, 2022, there were 24,520,932 shares of the registrant’s common stock, par value $0.01 per share outstanding, including 95,671 shares of unvested restricted stock deemed to have beneficial ownership.

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CBTX, INC.

		Page
PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements – (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	1
	Condensed Consolidated Statements of Income for the Three Months Ended June 30, 2022 and 2021	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2022 and 2021	3
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2022 and 2021	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
	Cautionary Note Regarding Forward-Looking Statements	37
	Overview	39
	Impact and Uncertain Economic Outlook	40
	Results of Operations	41
	Financial Condition	47
	Liquidity and Capital Resources	55
	Interest Rate Sensitivity and Market Risk	57
	Non-GAAP Financial Measures	59
	Critical Accounting Policies	60
	Recently Issued Accounting Pronouncements	60
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	61
Item 4.	Controls and Procedures	61

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	63
SIGNATURES		64

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CBTX, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands, except par value and share amounts)



	June 30, 2022		December 31, 2021
Assets:
Cash and due from banks	$	41,951	$	27,689
Interest-bearing deposits at other financial institutions		442,015		922,457
Total cash and cash equivalents		483,966		950,146
Securities		550,083		425,046
Equity investments		18,073		17,727
Loans held for sale		—		164
Loans, net of allowance for credit losses of $32,087 and $31,345 at June 30, 2022 and December 31, 2021, respectively		3,000,827		2,836,179
Premises and equipment, net of accumulated depreciation of $39,656 and $39,196 at June 30, 2022 and December 31, 2021, respectively		56,010		58,417
Goodwill		80,950		80,950
Other intangible assets, net of accumulated amortization of $17,698 and $17,345 at June 30, 2022 and December 31, 2021, respectively		3,353		3,658
Bank-owned life insurance		73,898		73,156
Operating lease right-to-use assets		11,324		11,191
Deferred tax assets, net		22,699		9,973
Other assets		21,120		19,394
Total assets	$	4,322,303	$	4,486,001

Liabilities:
Noninterest-bearing deposits	$	1,810,275	$	1,784,981
Interest-bearing deposits		1,946,359		2,046,303
Total deposits		3,756,634		3,831,284
Federal Home Loan Bank advances		—		50,000
Operating lease liabilities		14,169		14,142
Other liabilities		24,821		28,450
Total liabilities		3,795,624		3,923,876
Commitments and contingencies (Note 16)
Shareholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued		—		—
Common stock, $0.01 par value, 90,000,000 shares authorized, 25,252,256 and 25,323,558 shares issued at June 30, 2022 and December 31, 2021, respectively; 24,425,261 and 24,487,730 shares outstanding at June 30, 2022 and December 31, 2021, respectively		253		253
Additional paid-in capital		334,104		335,846
Retained earnings		253,180		237,165
Treasury stock, at cost, 826,995 and 835,828 shares held at June 30, 2022 and December 31, 2021, respectively		(14,046)		(14,196)
Accumulated other comprehensive income (loss), net of tax of $(12,444) and $813 at June 30, 2022 and December 31, 2021, respectively		(46,812)		3,057
Total shareholders’ equity		526,679		562,125
Total liabilities and shareholders’ equity	$	4,322,303	$	4,486,001

See accompanying notes to condensed consolidated financial statements.

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CBTX, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Income (Unaudited)

(Dollars in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Interest income:
Interest and fees on loans	$	31,768	$	30,793	$	62,989	$	63,958
Securities		2,937		1,332		5,229		2,505
Interest-bearing deposits at other financial institutions		1,238		223		1,586		400
Equity investments		158		158		312		304
Total interest income		36,101		32,506		70,116		67,167
Interest expense:
Deposits		1,178		1,267		2,342		2,617
Federal Home Loan Bank advances		51		221		272		442
Total interest expense		1,229		1,488		2,614		3,059
Net interest income		34,872		31,018		67,502		64,108
Provision (recapture) for credit losses:
Provision (recapture) for credit losses for loans		479		(4,190)		499		(3,904)
Provision (recapture) for credit losses for unfunded commitments		(353)		(893)		62		(767)
Total provision (recapture) for credit losses		126		(5,083)		561		(4,671)
Net interest income after provision (recapture) for credit losses		34,746		36,101		66,941		68,779
Noninterest income:
Deposit account service charges		1,386		1,167		2,756		2,360
Card interchange fees		1,135		1,095		2,172		2,071
Earnings on bank-owned life insurance		371		390		742		780
Net gain on sales of assets		58		366		588		558
Other		596		473		2,617		833
Total noninterest income		3,546		3,491		8,875		6,602
Noninterest expense:
Salaries and employee benefits		14,698		14,734		29,952		28,922
Occupancy expense		2,396		2,597		4,767		5,118
Professional and director fees		1,142		2,441		2,021		4,144
Data processing and software		1,458		1,661		3,221		3,237
Regulatory fees		803		501		1,417		1,057
Advertising, marketing and business development		366		510		615		795
Telephone and communications		349		550		803		1,013
Security and protection expense		170		537		494		927
Amortization of intangibles		172		186		353		377
Other expenses		2,204		1,480		4,767		2,892
Total noninterest expense		23,758		25,197		48,410		48,482
Net income before income tax expense		14,534		14,395		27,406		26,899
Income tax expense		2,827		2,692		5,104		5,177
Net income	$	11,707	$	11,703	$	22,302	$	21,722
Earnings per common share
Basic	$	0.48	$	0.48	$	0.91	$	0.89
Diluted	$	0.48	$	0.48	$	0.91	$	0.88

See accompanying notes to condensed consolidated financial statements.

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CBTX, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	11,707	$	11,703	$	22,302	$	21,722

Change in unrealized gains (losses) on securities available for sale arising during the period		(24,800)		2,292		(63,125)		(2,047)
Change in related deferred income tax		5,208		(480)		13,256		431
Other comprehensive income (loss), net of tax		(19,592)		1,812		(49,869)		(1,616)
Total comprehensive income (loss)	$	(7,885)	$	13,515	$	(27,567)	$	20,106

See accompanying notes to condensed consolidated financial statements.

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CBTX, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(Dollars in thousands, except share amounts)


											Accumulated
				Additional							Other
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive
	Shares	Amount		Capital		Earnings		Shares	Amount		Income (Loss)		Total
Six Months Ended June 30, 2021:
Balance at December 31, 2020	25,458,816	$	255	$	339,334	$	214,456	(845,988)	$	(14,369)	$	6,775	$	546,451
Net income	—		—		—		21,722	—		—		—		21,722
Dividends on common stock, $0.26 per share	—		—		—		(6,393)	—		—		—		(6,393)
Stock-based compensation expense	—		—		1,115		—	—		—		—		1,115
Vesting of restricted stock, net of shares withheld for employee tax liabilities	18,658		—		(84)		—	—		—		—		(84)
Shares repurchased	(181,089)		(2)		(4,966)		—	—		—		—		(4,968)
Other comprehensive loss, net of tax	—		—		—		—	—		—		(1,616)		(1,616)
Balance at June 30, 2021	25,296,385	$	253	$	335,399	$	229,785	(845,988)	$	(14,369)	$	5,159	$	556,227

Six Months Ended June 30, 2022:
Balance at December 31, 2021	25,323,558	$	253	$	335,846	$	237,165	(835,828)	$	(14,196)	$	3,057	$	562,125
Net income	—		—		—		22,302	—		—		—		22,302
Dividends on common stock, $0.26 per share	—		—		—		(6,287)	—		—		—		(6,287)
Stock-based compensation expense	—		—		1,022		—	—		—		—		1,022
Vesting of restricted stock, net of shares withheld for employee tax liabilities	22,113		—		(131)		—	—		—		—		(131)
Exercise of stock options, net of shares withheld for employee tax liabilities	—		—		(50)		—	8,833		150		—		100
Shares repurchased	(93,415)		—		(2,583)		—	—		—		—		(2,583)
Other comprehensive loss, net of tax	—		—		—		—	—		—		(49,869)		(49,869)
Balance at June 30, 2022	25,252,256	$	253	$	334,104	$	253,180	(826,995)	$	(14,046)	$	(46,812)	$	526,679

See accompanying notes to condensed consolidated financial statements.

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CBTX, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Quarterly Changes in Shareholders’ Equity (Unaudited)

(Dollars in thousands, except share amounts)


											Accumulated
				Additional							Other
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive
	Shares	Amount		Capital		Earnings		Shares	Amount		Income		Total
Three Months Ended June 30, 2021:
Balance at March 31, 2021	25,288,454	$	253	$	334,839	$	221,279	(845,988)	$	(14,369)	$	3,347	$	545,349
Net income	—		—		—		11,703	—		—		—		11,703
Dividends on common stock, $0.13 per share	—		—		—		(3,197)	—		—		—		(3,197)
Stock-based compensation expense	—		—		574		—	—		—		—		574
Vesting of restricted stock, net of shares withheld for employee tax liabilities	7,931		—		(14)		—	—		—		—		(14)
Other comprehensive income, net of tax	—		—		—		—	—		—		1,812		1,812
Balance at June 30, 2021	25,296,385	$	253	$	335,399	$	229,785	(845,988)	$	(14,369)	$	5,159	$	556,227

Three Months Ended June 30, 2022:
Balance at March 31, 2022	25,338,008	$	253	$	336,214	$	244,672	(835,828)	$	(14,196)	$	(27,220)	$	539,723
Net income	—		—		—		11,707	—		—		—		11,707
Dividends on common stock, $0.13 per share	—		—		—		(3,199)	—		—		—		(3,199)
Stock-based compensation expense	—		—		539		—	—		—		—		539
Vesting of restricted stock, net of shares withheld for employee tax liabilities	7,663		—		(16)		—	—		—		—		(16)
Exercise of stock options, net of shares withheld for employee tax liabilities	—		—		(50)		—	8,833		150		—		100
Shares repurchased	(93,415)		—		(2,583)		—	—		—		—		(2,583)
Other comprehensive loss, net of tax	—		—		—		—	—		—		(19,592)		(19,592)
Balance at June 30, 2022	25,252,256	$	253	$	334,104	$	253,180	(826,995)	$	(14,046)	$	(46,812)	$	526,679

See accompanying notes to condensed consolidated financial statements.

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CBTX, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)


	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net income	$	22,302	$	21,722
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Provision (recapture) for credit losses		561		(4,671)
Depreciation expense		1,678		1,731
Amortization of intangibles		353		377
Amortization of premiums on securities		412		805
Amortization of lease right-to-use assets		676		771
Accretion of lease liabilities		173		199
Earnings on bank-owned life insurance		(742)		(780)
Stock-based compensation expense		1,022		1,115
Deferred income tax provision		691		1,376
Net gain on sales of assets		(588)		(558)
Net loss on securities		86		9
Change in operating assets and liabilities:
Loans held for sale		647		2,390
Other assets		(1,728)		7,614
Other liabilities		(4,692)		(7,622)
Total adjustments		(1,451)		2,756
Net cash provided by operating activities		20,851		24,478
Cash flows from investing activities:
Purchases of securities		(512,561)		(412,971)
Proceeds from sales, calls and maturities of securities		301,395		303,155
Principal repayments of securities		22,506		35,003
Net (increase) decrease in loans		(132,663)		193,049
Net (purchases) sales of loan participations		(35,286)		22
Proceeds from sales of Small Business Administration loans		2,802		2,000
Net return of capital from equity investments		871		1,859
Net purchases of premises and equipment		(431)		(591)
Proceeds from sales of repossessed real estate and other assets		—		112
Net cash (used in) provided by investing activities		(353,367)		121,638
Cash flows from financing activities:
Net increase in noninterest-bearing deposits		25,294		80,359
Net increase in interest-bearing deposits		(99,944)		34,633
Repayment of Federal Home Loan advances		(50,000)		—
Dividends paid on common stock		(6,400)		(5,654)
Payments to tax authorities for stock-based compensation		(131)		(84)
Proceeds from exercise of stock options		100		—
Repurchase of common stock		(2,583)		(4,968)
Net cash (used in) provided by financing activities		(133,664)		104,286
Net increase (decrease) in cash, cash equivalents and restricted cash		(466,180)		250,402
Cash, cash equivalents and restricted cash, beginning		950,146		538,007
Cash, cash equivalents and restricted cash, ending	$	483,966	$	788,409

See accompanying notes to condensed consolidated financial statements.

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CBTX, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations—CBTX, Inc., or the Company or CBTX, operates 34 branches, 18 in the Houston market area, 15 in the Beaumont/East Texas market area and one in Dallas, through its wholly-owned subsidiary, CommunityBank of Texas, N.A., or the Bank. The Bank provides relationship-driven commercial banking products and services primarily to small and medium-sized businesses and professionals with operations within the Bank’s markets.

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Bank. All material intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP, but do not include all the information and footnotes required for complete consolidated financial statements. In management’s opinion, these interim unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the Company’s consolidated financial position at June 30, 2022 and December 31, 2021 and consolidated results of operations and consolidated shareholders’ equity for the three and six months ended June 30, 2022 and 2021 and consolidated cash flows for the six months ended June 30, 2022 and 2021.

Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end and the results for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year due in part to global economic and financial market conditions, interest rates, access to sources of liquidity, market competition and interruptions of business processes. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included within the Company’s Annual Report on Form 10-K.

Share Repurchase Program—The Company repurchased 93,415 shares under the Company’s share repurchase program during the six months ended June 30, 2022 at an average price of $27.66. During the six months ended June 30, 2021, the Company repurchased 181,089 shares at an average price of $27.44. Shares repurchased were retired and returned to the status of authorized but unissued shares.

Accounting Standards Not Yet Adopted—Accounting Standards Update, or ASU, 2022-02, eliminates the accounting guidance for troubled debt restructurings, or TDRs, by creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. Under the new guidance, the creditor must determine whether a modification results in a new loan or a continuation of an existing loan. ASU 2022-02 also requires the disclosure of the current-period gross loan charge-offs as a component of vintage disclosure. This update is effective for the Company for fiscal years beginning after December 31, 2022, including interim periods within those fiscal years. Early adoption is permitted and the amendments about TDRs and related disclosure enhancements may be adopted separately from the amendments related to vintage disclosures. The Company is in the process of evaluating the impact of this ASU.

Cash Flow Reporting—As of December 31, 2021, the Company had $1.8 million in cash held as collateral on deposit with other financial institution counterparties related to interest rate swap transactions that are considered restricted cash. As of June 30, 2022, the Company had no cash held as collateral related to interest rate swap transactions.

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Supplemental disclosures of cash flow information were as follows for the periods indicated below:


	Six Months Ended June 30,
(Dollars in thousands)	2022		2021
Supplemental disclosures of cash flow information:
Cash paid for taxes	$	2,450	$	2,059
Cash paid for interest		2,591		3,198
Supplemental disclosures of non-cash flow information:
Operating lease right-to-use asset increased in exchange for lease liabilities		809		—
Change in liability for dividends accrued		113		(739)

NOTE 2: SECURITIES

The amortized cost, related gross unrealized gains and losses and fair values of investments in securities as of the dates indicated below were as follows:


			Gross		Gross
	Amortized		Unrealized		Unrealized
(Dollars in thousands)	Cost		Gains		Losses		Fair Value
June 30, 2022
Debt securities available for sale:
State and municipal securities	$	175,956	$	36	$	(29,001)	$	146,991
U.S. Treasury securities		110,820		—		(2,617)		108,203
U.S. agency securities:
Callable debentures		3,000		—		(264)		2,736
Collateralized mortgage obligations		100,569		123		(8,339)		92,353
Mortgage-backed securities		217,907		54		(19,248)		198,713
Equity securities		1,197		—		(110)		1,087
Total	$	609,449	$	213	$	(59,579)	$	550,083
December 31, 2021
Debt securities available for sale:
State and municipal securities	$	168,541	$	4,451	$	(392)	$	172,600
U.S. Treasury securities		11,888		—		(91)		11,797
U.S. agency securities:
Callable debentures		3,000		—		(27)		2,973
Collateralized mortgage obligations		63,129		115		(862)		62,382
Mortgage-backed securities		173,446		1,805		(1,130)		174,121
Equity securities		1,189		—		(16)		1,173
Total	$	421,193	$	6,371	$	(2,518)	$	425,046

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The amortized cost and estimated fair value of securities, by contractual maturities, as of the dates indicated below were as follows:


(Dollars in thousands)	1 Year or Less		After 1 Year to 5 Years		After 5 Years to 10 Years		After 10 Years		Total
June 30, 2022
Amortized cost:
Debt securities available for sale:
State and municipal securities	$	—	$	506	$	15,854	$	159,596	$	175,956
U.S. Treasury securities		39,773		65,276		5,771		—		110,820
U.S. agency securities:
Callable debentures		—		—		3,000		—		3,000
Collateralized mortgage obligations		—		—		3,136		97,433		100,569
Mortgage-backed securities		—		721		24,644		192,542		217,907
Equity securities		1,197		—		—		—		1,197
Total	$	40,970	$	66,503	$	52,405	$	449,571	$	609,449
Fair value:
Debt securities available for sale:
State and municipal securities	$	—	$	503	$	15,268	$	131,220	$	146,991
U.S. Treasury securities		39,233		63,710		5,260		—		108,203
U.S. agency securities:
Callable debentures		—		—		2,736		—		2,736
Collateralized mortgage obligations		—		—		3,103		89,250		92,353
Mortgage-backed securities		—		726		24,255		173,732		198,713
Equity securities		1,087		—		—		—		1,087
Total	$	40,320	$	64,939	$	50,622	$	394,202	$	550,083


(Dollars in thousands)	1 Year or Less		After 1 Year to 5 Years		After 5 Years to 10 Years		After 10 Years		Total
December 31, 2021
Amortized cost:
Debt securities available for sale:
State and municipal securities	$	881	$	—	$	12,339	$	155,321	$	168,541
U.S. Treasury securities		—		6,138		5,750		—		11,888
U.S. agency securities:
Callable debentures		—		—		3,000		—		3,000
Collateralized mortgage obligations		—		—		4,528		58,601		63,129
Mortgage-backed securities		—		953		4,056		168,437		173,446
Equity securities		1,189		—		—		—		1,189
Total	$	2,070	$	7,091	$	29,673	$	382,359	$	421,193
Fair value:
Debt securities available for sale:
State and municipal securities	$	883	$	—	$	12,905	$	158,812	$	172,600
U.S. Treasury securities		—		6,072		5,725		—		11,797
U.S. agency securities:
Callable debentures		—		—		2,973		—		2,973
Collateralized mortgage obligations		—		—		4,591		57,791		62,382
Mortgage-backed securities		—		994		4,166		168,961		174,121
Equity securities		1,173		—		—		—		1,173
Total	$	2,056	$	7,066	$	30,360	$	385,564	$	425,046

Actual maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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No securities were sold in the six months ended June 30, 2022 and 2021. At June 30, 2022 and December 31, 2021, securities with a carrying amount of $26.2 million and $25.6 million, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.

Management did not believe that any of the securities the Company held at June 30, 2022 or December 31, 2021 were impaired due to credit quality. Accordingly, no allowance for credit losses, or ACL, was recorded in the Company’s condensed consolidated balance sheets at June 30, 2022 or during 2021. This is based upon our analysis of the underlying risk characteristics, including credit ratings, and other qualitative factors related to our available for sale securities and in consideration of our historical credit loss experience and internal forecasts. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline.

Accrued interest receivable for securities was $2.4 million and $2.0 million at June 30, 2022 and December 31, 2021, respectively, and is included in other assets in the condensed consolidated balance sheets.

The Company held 417 and 115 securities at June 30, 2022 and December 31, 2021, respectively, that were in a gross unrealized loss position.

Securities with unrealized losses as of the dates indicated below, aggregated by category and the length of time, were as follows:



	Less than Twelve Months				Twelve Months or More
			Gross				Gross
	Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Losses		Value		Losses
June 30, 2022
Debt securities available for sale:
State and municipal securities	$	135,904	$	(27,542)	$	3,877	$	(1,459)
U.S. Treasury securities		108,203		(2,617)		—		—
U.S. agency securities:
Callable debentures		2,736		(264)		—		—
Collateralized mortgage obligations		71,697		(6,637)		10,398		(1,702)
Mortgage-backed securities		162,307		(15,768)		18,267		(3,480)
Equity securities		1,087		(110)		—		—
	$	481,934	$	(52,938)	$	32,542	$	(6,641)
December 31, 2021
Debt securities available for sale:
State and municipal securities	$	36,962	$	(387)	$	257	$	(5)
U.S. Treasury securities		11,797		(91)		—		—
U.S. agency securities:
Callable debentures		2,973		(27)		—		—
Collateralized mortgage obligations		40,776		(860)		241		(2)
Mortgage-backed securities		87,220		(1,130)		—		—
Equity securities		1,173		(16)		—		—
	$	180,901	$	(2,511)	$	498	$	(7)

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NOTE 3: EQUITY INVESTMENTS

The Company’s unconsolidated investments that are considered equity securities as they represent ownership interests, such as common or preferred stock as of the dates indicated below were as follows:



(Dollars in thousands)	June 30, 2022		December 31, 2021
Federal Reserve Bank stock	$	9,271	$	9,271
Federal Home Loan Bank stock		3,981		3,967
The Independent Bankers Financial Corporation stock		141		141
Community Reinvestment Act investments		4,680		4,348
	$	18,073	$	17,727

Banks that are members of the Federal Home Loan Bank are required to maintain a stock investment in the Federal Home Loan Bank calculated as a percentage of aggregate outstanding mortgages, outstanding Federal Home Loan Bank advances and other financial instruments. As a member of the Federal Reserve, the Bank is required to annually subscribe to Federal Reserve Bank stock in specific ratios to the Bank’s equity. Although Federal Home Loan Bank and Federal Reserve Bank stock are considered equity securities, they do not have readily determinable fair values because ownership is restricted, and they lack a readily-available market. These investments can be sold back only at their par value of $100 per share and can only be sold to the Federal Home Loan Banks or the Federal Reserve Banks or to another member institution. In addition, the equity ownership rights are more limited than would be the case for a public company because of the oversight role exercised by regulators in the process of budgeting and approving dividends. As a result, these investments are carried at cost and evaluated for impairment.

The Company also holds an investment in the stock of The Independent Bankers Financial Corporation, which has limited marketability. As a result, this investment is carried at cost and evaluated for impairment.

The Company has investments in investment funds and limited partnerships that are qualified Community Reinvestment Act, or CRA, investments and investments under the Small Business Investment Company program of the Small Business Administration, or SBA. There are limited to no observable price changes in orderly transactions for identical investments or similar investments from the same issuers that are actively traded and, as a result, these investments are stated at cost. At June 30, 2022 and December 31, 2021, the Company had $4.9 million and $6.3 million, respectively, in outstanding unfunded commitments to these funds, which are subject to call.

During the six months ended June 30, 2022, two of these investment funds sold underlying investments for more than their book value and the Company recorded a total gain of $1.2 million, which is included in net gains on sales of assets in the condensed consolidated income statement.

The Company’s equity investments are evaluated for impairment based on an assessment of qualitative indicators, which include, but are not limited to: (i) a significant deterioration in the earnings, performance, credit rating, asset quality or business prospects of the investee; (ii) a significant adverse change in the regulatory, economic or technological environment of the investee; (iii) a significant adverse change in the general market conditions of either the geographical area or the industry in which the investee operates; and (iv) a bona fide offer to purchase, an offer by the investee to sell, or completed auction process for the same or similar investment for an amount less than the carrying amount of the investment. There were no such qualitative indicators as of June 30, 2022.

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NOTE 4: LOANS

Loans by loan class, or major loan category, as of the dates indicated below were as follows:



(Dollars in thousands)	June 30, 2022			December 31, 2021
Commercial and industrial	$	581,443	19.1%	$	634,384	22.0%
Real estate:
Commercial real estate		1,181,620	38.8%		1,091,969	38.0%
Construction and development		560,903	18.4%		460,719	16.0%
1-4 family residential		264,428	8.7%		277,273	9.6%
Multi-family residential		300,582	9.9%		286,396	10.0%
Consumer		26,810	0.9%		28,090	1.0%
Agriculture		8,036	0.3%		7,941	0.3%
Other		118,153	3.9%		89,655	3.1%
Total gross loans		3,041,975	100.0%		2,876,427	100.0%
Less allowance for credit losses for loans		(32,087)			(31,345)
Less deferred loan fees and unearned discounts		(9,061)			(8,739)
Less loans held for sale		—			(164)
Loans, net	$	3,000,827		$	2,836,179

Accrued interest receivable for loans was $9.0 million and $9.6 million at June 30, 2022 and December 31, 2021, respectively, and was included in other assets in the condensed consolidated balance sheets.

From time to time, the Company will acquire and dispose of interests in loans under participation agreements with other financial institutions. Loan participations purchased and sold during the six months ending June 30, 2022 and 2021, by loan class, were as follows:


	Participations		Participations
(Dollars in thousands)	Purchased		Sold
June 30, 2022
Commercial and industrial	$	15,844	$	1,943
Commercial real estate		17,955		1,247
Other		4,677		—
	$	38,476	$	3,190
June 30, 2021
Construction and development	$	—	$	22

The Company participates in the SBA loan program. When advantageous, the Company will sell the guaranteed portions of these loans with servicing retained. SBA loans that were sold with servicing retained during the six months ended June 30, 2022 and 2021, totaled $2.8 million and $2.0 million, respectively. Net gains recognized on sales of SBA loans were $328,000 and $223,000 for the six months ended June 30, 2022 and 2021, respectively.

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NOTE 5: LOAN PERFORMANCE

The following is an aging analysis of the Company’s past due loans, segregated by loan class, as of the dates indicated below:


					90 Days or								90 Days
	30 to 59 Days		60 to 89 Days		Greater		Total		Total				Past Due and
(Dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current Loans		Total Loans		Still Accruing
June 30, 2022
Commercial and industrial	$	524	$	—	$	3,478	$	4,002	$	577,441	$	581,443	$	—
Real estate:
Commercial real estate		—		4,513		5,275		9,788		1,171,832		1,181,620		—
Construction and development		—		—				—		560,903		560,903		—
1-4 family residential		13		98		1,523		1,634		262,794		264,428		—
Multi-family residential		—		—		—		—		300,582		300,582		—
Consumer		—		—		—		—		26,810		26,810		—
Agriculture		—		—		—		—		8,036		8,036		—
Other		—		—		—		—		118,153		118,153		—
Total gross loans	$	537	$	4,611	$	10,276	$	15,424	$	3,026,551	$	3,041,975	$	—
December 31, 2021
Commercial and industrial	$	14	$	—	$	—	$	14	$	634,370	$	634,384	$	—
Real estate:
Commercial real estate		650		—		55		705		1,091,264		1,091,969		—
Construction and development		—		—		142		142		460,577		460,719		—
1-4 family residential		150		34		—		184		277,089		277,273		—
Multi-family residential		—		—		—		—		286,396		286,396		—
Consumer		50		—		—		50		28,040		28,090		—
Agriculture		—		—		—		—		7,941		7,941		—
Other		41		—		—		41		89,614		89,655		—
Total gross loans	$	905	$	34	$	197	$	1,136	$	2,875,291	$	2,876,427	$	—

The Company places loans on nonaccrual status because of delinquency or because collection of principal or interest is doubtful. Nonaccrual loans, segregated by loan class, as of the dates indicated below were as follows:


(Dollars in thousands)	June 30, 2022		December 31, 2021
Commercial and industrial	$	8,312	$	9,090
Real estate:
Commercial real estate		16,481		11,512
Construction and development		143		142
1-4 family residential		3,302		1,784
Consumer		35		40
Total nonaccrual loans	$	28,273	$	22,568

Interest income that would have been earned under the original terms of the nonaccrual loans was $704,000 and $366,000 for the six months ended June 30, 2022 and 2021, respectively.

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Loans restructured due to the borrower’s financial difficulties, or troubled debt restructurings, during the six months ended June 30, 2022 and 2021, that remained outstanding as of the end of those periods were as follows:


				Post-modification Recorded Investment
										Extended
										Maturity,
		Pre-modification						Extended		Restructured
		Outstanding						Maturity and		Payments
	Number	Recorded		Restructured		Extended		Restructured		and Adjusted
(Dollars in thousands)	of Loans	Investment		Payments		Maturity		Payments		Interest Rate
June 30, 2022
Commercial and industrial	8	$	3,915	$	1,093	$	—	$	—	$	2,822
Real estate:
Commercial real estate	2		2,273		—		—		2,040		245
Construction and development	3		431		—		—		431		—
Total	13	$	6,619	$	1,093	$	—	$	2,471	$	3,067
June 30, 2021
Commercial and industrial	3	$	3,256	$	3,256	$	—	$	—	$	—
Real estate:
Commercial real estate	1		1,206		1,206		—		—		—
1-4 family residential	1		1,548		1,548		—		—		—
Total	5	$	6,010	$	6,010	$	—	$	—	$	—

Loan modifications related to a loan refinancing or restructuring other than a troubled debt restructuring are accounted for as a new loan if the terms provided to the borrower are at least as favorable to the Company as terms for comparable loans to other borrowers with similar collection risks that is not a loan refinancing or restructuring. If the loan refinancing or restructuring does not meet this condition or if only minor modifications are made to the original loan contract, it is not considered a new loan and is considered a renewal or modification of the original contract. Restructured or modified loans are not considered past due if they are performing under the terms of the modified or restructured payment schedule.

A troubled debt restructuring is considered in default when a payment in accordance with the terms of the restructuring is more than 30 days past due. All loans restructured in a troubled debt restructuring are individually evaluated based on the underlying collateral for the determination of an ACL.

There were no troubled debt restructurings with payment defaults during the twelve months ended June 30, 2022 and troubled debt restructuring during the twelve months ended June 30, 2021 with payment defaults were as follows:


	June 30, 2021
	Number
(Dollars in thousands)	of Loans	Balance
Commercial and industrial	3	$	5,892
Real estate:
Commercial real estate	1		4,722
Total	4	$	10,614

At June 30, 2022 and December 31, 2021, the Company had an outstanding commitment to fund $2.4 million and $2.5 million, respectively, for loans that were previously restructured.

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Loans individually evaluated for credit losses were as follows for the dates indicated below:


	Troubled Debt Restructurings										Total Loans
(Dollars in thousands)	Accruing		Non-Accrual		Total		Other Non-Accrual		Other Accruing		Individually Evaluated
June 30, 2022
Commercial and industrial	$	5,148	$	8,255	$	13,403	$	57	$	1,078	$	14,538
Real estate:
Commercial real estate		7,754		11,106		18,860		5,375		—		24,235
Construction and development		7,825		143		7,968		—		—		7,968
1-4 family residential		41		3,222		3,263		80		—		3,343
Consumer		—		35		35		—		74		109
Other		5,349		—		5,349		—		—		5,349
Total	$	26,117	$	22,761	$	48,878	$	5,512	$	1,152	$	55,542
December 31, 2021
Commercial and industrial	$	5,661	$	6,851	$	12,512	$	2,239	$	1,828	$	16,579
Real estate:
Commercial real estate		5,755		11,401		17,156		111		3,790		21,057
Construction and development		12,282		—		12,282		142		292		12,716
1-4 family residential		1,571		1,727		3,298		57		—		3,355
Consumer		—		40		40		—		85		125
Other		5,440		—		5,440		—		—		5,440
Total	$	30,709	$	20,019	$	50,728	$	2,549	$	5,995	$	59,272

NOTE 6: ALLOWANCE FOR CREDIT LOSSES

The Company primarily manages credit quality and credit risk associated with its loan portfolio based on the risk grading assigned to each individual loan within the loan class. Each loan class is a grouping of loan receivables within the portfolio based on risk characteristics and the method for monitoring and assessing the associated credit risks.

Risk Grading

The methodology used by the Company in the determination of its ACL, which is performed at least on a quarterly basis, is designed to be responsive to changes in the credit quality of the loan portfolio as well as forecasted economic conditions. The credit quality of the loan portfolio is assessed through different processes. At origination, a risk grade is assigned to each loan based on underwriting procedures and criteria. The risk grades used are described below. The Company monitors the credit quality of the loan portfolio on an on-going basis by performing loan reviews, both internally and through a third-party vendor, on loans meeting certain risk and exposure criteria. Through these reviews, loans that require risk grade changes are approved by executive management. In addition, executive management reviews classified and criticized loans to assess changes in credit quality of the underlying loan, and when determined appropriate, based on individual evaluation, approve specific reserves.

Pass—Credits in this category contain an acceptable amount of risk.

Special Mention—Credits in this category contain more than the normal amount of risk and are referred to as special mention in accordance with regulatory guidelines. These credits possess clearly identifiable temporary weaknesses or trends that, if not corrected or revised, may result in a condition that exposes the Company to a higher level of risk of loss.

Substandard—Credits in this category are substandard in accordance with regulatory guidelines and of unsatisfactory credit quality with well-defined weaknesses or weaknesses that jeopardize the liquidation of the debt. Credits in this category are inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Often, the assets in this category will have a valuation allowance representative of management’s

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estimated loss that is probable to be incurred. Loans deemed substandard and on nonaccrual status are individually evaluated for expected credit losses.

Doubtful—Credits in this category are considered doubtful in accordance with regulatory guidelines, are placed on nonaccrual status and may be dependent upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. Generally, these credits will have a valuation allowance based upon management’s best estimate of the losses probable to occur in the liquidation of the debt.

Loss—Credits in this category are considered loss in accordance with regulatory guidelines and are considered uncollectible and of such little value as to question their continued existence as assets on the Company’s financial statements. Such credits are charged off or charged down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. This category does not intend to imply that the debt or some portion of it will never be paid, nor does it in any way imply that the debt will be forgiven.

The Company had no loans graded loss or doubtful at June 30, 2022 or December 31, 2021.

At June 30, 2022 and December 31, 2021, the ratio of the ACL for loans to loans excluding loans held for sale was 1.06% and 1.09%, respectively. The ACL increased from $31.3 million at December 31, 2021 to $32.1 million at June 30, 2022, primarily due to growth in the loan portfolio. Although national and local economies and economic forecasts improved during 2021 and 2022, geopolitical instabilities, inflation, rising interest rates, supply disruptions and other uncertainties continue and these factors are considered in the forecasts and qualitative factors used to determine the Company’s ACL.

The total of the Company’s qualitative and quantitative factors ranged from 0.64% to 1.99% and 0.62% to 2.08% at June 30, 2022 and December 31, 2021, respectively. All factors are reassessed at the end of each quarter.

The review of the appropriateness of the ACL, which includes evaluation of historical loss trends, qualitative adjustments and forecasted economic conditions applied to general reserves, is performed by executive management and presented to the Board of Directors for its review on a quarterly basis. The ACL at June 30, 2022, reflects the Company’s assessment based on the information available at that time.

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Loans by risk grades, loan class and vintage, at June 30, 2022 were as follows:


(Dollars in thousands)	2022		2021		2020		2019		2018		Prior		Revolving Loans		Converted Revolving Loans		Total
Commercial and industrial:
Pass	$	69,304	$	153,044	$	39,999	$	44,432	$	17,159	$	9,174	$	227,008	$	5,346	$	565,466
Substandard		45		—		—		2,819		6,457		339		1,388		4,929		15,977
Total commercial and industrial		69,349		153,044		39,999		47,251		23,616		9,513		228,396		10,275		581,443
Commercial real estate:
Pass		292,206		219,332		183,074		175,475		93,993		107,229		52,985		17,746		1,142,040
Substandard		—		49		2,898		8,256		14,292		3,505		—		10,580		39,580
Total commercial real estate		292,206		219,381		185,972		183,731		108,285		110,734		52,985		28,326		1,181,620
Construction and development:
Pass		112,617		216,604		93,293		36,256		6,154		15,237		72,219		87		552,467
Special mention		—		—		468		—		—		—		—		—		468
Substandard		—		—		292		—		—		7,676		—		—		7,968
Total construction and development		112,617		216,604		94,053		36,256		6,154		22,913		72,219		87		560,903
1-4 family residential:
Pass		36,188		107,718		20,224		13,067		23,437		52,599		5,992		275		259,500
Substandard		—		—		1,548		494		894		490		—		1,502		4,928
Total 1-4 family residential		36,188		107,718		21,772		13,561		24,331		53,089		5,992		1,777		264,428
Multi-family residential:
Pass		36,077		18,573		18,072		5,808		49,952		171,527		573		—		300,582
Total multi-family residential		36,077		18,573		18,072		5,808		49,952		171,527		573		—		300,582
Consumer:
Pass		4,885		3,878		2,844		836		482		121		12,579		975		26,600
Substandard		—		—		35		—		—		—		75		100		210
Total consumer		4,885		3,878		2,879		836		482		121		12,654		1,075		26,810
Agriculture:
Pass		2,684		1,032		366		29		37		28		3,662		138		7,976
Substandard		—		—		—		—		—		16		44		—		60
Total agriculture		2,684		1,032		366		29		37		44		3,706		138		8,036
Other:
Pass		18,830		34,386		1,382		613		1,361		1,184		57,458		2,894		118,108
Substandard		45		—		—		—		—		—		—		—		45
Total other		18,875		34,386		1,382		613		1,361		1,184		57,458		2,894		118,153
Total
Pass		572,791		754,567		359,254		276,516		192,575		357,099		432,476		27,461		2,972,739
Special mention		—		—		468		—		—		—		—		—		468
Substandard		90		49		4,773		11,569		21,643		12,026		1,507		17,111		68,768
Total gross loans	$	572,881	$	754,616	$	364,495	$	288,085	$	214,218	$	369,125	$	433,983	$	44,572	$	3,041,975

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Loans by risk grades, loan class and vintage, at December 31, 2021 were as follows:


(Dollars in thousands)	2021		2020		2019		2018		2017		Prior		Revolving Loans		Converted Revolving Loans		Total
Commercial and industrial:
Pass	$	230,432	$	53,744	$	60,514	$	21,059	$	8,117	$	5,533	$	228,247	$	5,773	$	613,419
Special mention		—		—		290		15		—		—		3,177		—		3,482
Substandard		—		1,014		1,852		7,075		4		391		1,647		5,500		17,483
Total commercial and industrial		230,432		54,758		62,656		28,149		8,121		5,924		233,071		11,273		634,384
Commercial real estate:
Pass		243,666		197,625		232,074		141,591		69,995		84,398		55,253		13,799		1,038,401
Special mention		—		—		859		7,934		—		62		—		—		8,855
Substandard		—		2,953		12,967		14,556		334		3,046		—		10,857		44,713
Total commercial real estate		243,666		200,578		245,900		164,081		70,329		87,506		55,253		24,656		1,091,969
Construction and development:
Pass		197,900		99,420		54,017		7,127		16,133		142		72,698		96		447,533
Special mention		—		470		—		—		—		—		—		—		470
Substandard		—		292		—		1,500		10,207		717		—		—		12,716
Total construction and development		197,900		100,182		54,017		8,627		26,340		859		72,698		96		460,719
1-4 family residential:
Pass		115,451		23,298		20,210		31,416		21,607		53,253		6,516		466		272,217
Substandard		—		1,548		514		902		126		464		1,502		—		5,056
Total 1-4 family residential		115,451		24,846		20,724		32,318		21,733		53,717		8,018		466		277,273
Multi-family residential:
Pass		16,744		18,236		6,473		58,750		9,784		167,033		9,376		—		286,396
Total multi-family residential		16,744		18,236		6,473		58,750		9,784		167,033		9,376		—		286,396
Consumer:
Pass		6,427		3,637		1,199		714		277		11		14,921		679		27,865
Substandard		—		40		—		—		—		—		85		100		225
Total consumer		6,427		3,677		1,199		714		277		11		15,006		779		28,090
Agriculture:
Pass		2,954		423		42		57		35		—		4,198		190		7,899
Substandard		—		—		—		—		—		18		24		—		42
Total agriculture		2,954		423		42		57		35		18		4,222		190		7,941
Other:
Pass		27,656		3,744		630		1,509		10		2,157		53,906		43		89,655
Total other		27,656		3,744		630		1,509		10		2,157		53,906		43		89,655
Total
Pass		841,230		400,127		375,159		262,223		125,958		312,527		445,115		21,046		2,783,385
Special mention		—		470		1,149		7,949		—		62		3,177		—		12,807
Substandard		—		5,847		15,333		24,033		10,671		4,636		3,258		16,457		80,235
Total gross loans	$	841,230	$	406,444	$	391,641	$	294,205	$	136,629	$	317,225	$	451,550	$	37,503	$	2,876,427

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Loans by risk grades and loan class as of the dates indicated below were as follows:



(Dollars in thousands)	Pass		Special Mention		Substandard		Total Loans
June 30, 2022
Commercial and industrial	$	565,466	$	—	$	15,977	$	581,443
Real estate:
Commercial real estate		1,142,040		—		39,580		1,181,620
Construction and development		552,467		468		7,968		560,903
1-4 family residential		259,500		—		4,928		264,428
Multi-family residential		300,582		—		—		300,582
Consumer		26,600		—		210		26,810
Agriculture		7,976		—		60		8,036
Other		118,108		—		45		118,153
Total gross loans	$	2,972,739	$	468	$	68,768	$	3,041,975
December 31, 2021
Commercial and industrial	$	613,419	$	3,482	$	17,483	$	634,384
Real estate:
Commercial real estate		1,038,401		8,855		44,713		1,091,969
Construction and development		447,533		470		12,716		460,719
1-4 family residential		272,217		—		5,056		277,273
Multi-family residential		286,396		—		—		286,396
Consumer		27,865		—		225		28,090
Agriculture		7,899		—		42		7,941
Other		89,655		—		—		89,655
Total gross loans	$	2,783,385	$	12,807	$	80,235	$	2,876,427

Loans individually evaluated and collectively evaluated as of the dates indicated below were as follows:


	June 30, 2022						December 31, 2021
	Individually		Collectively				Individually		Collectively
	Evaluated		Evaluated		Total		Evaluated		Evaluated		Total
(Dollars in thousands)	Loans		Loans		Loans		Loans		Loans		Loans
Commercial and industrial	$	14,538	$	566,905	$	581,443	$	16,579	$	617,805	$	634,384
Real estate:
Commercial real estate		24,235		1,157,385		1,181,620		21,057		1,070,912		1,091,969
Construction and development		7,968		552,935		560,903		12,716		448,003		460,719
1-4 family residential		3,343		261,085		264,428		3,355		273,918		277,273
Multi-family residential		—		300,582		300,582		—		286,396		286,396
Consumer		109		26,701		26,810		125		27,965		28,090
Agriculture		—		8,036		8,036		—		7,941		7,941
Other		5,349		112,804		118,153		5,440		84,215		89,655
Total gross loans	$	55,542	$	2,986,433	$	3,041,975	$	59,272	$	2,817,155	$	2,876,427

The Company had collateral dependent loans totaling $1.5 million pending foreclosure at both June 30, 2022 and December 31, 2021.

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Activity in the ACL for loans, segregated by loan class for the six months ended June 30, 2022 and 2021, was as follows:


			Real Estate
	Commercial				Construction
	and		Commercial		and		1-4 Family		Multi-family
(Dollars in thousands)	Industrial		Real Estate		Development		Residential		Residential		Consumer		Agriculture		Other		Total
June 30, 2022
Beginning balance	$	11,214	$	11,015	$	3,310	$	2,105	$	1,781	$	406	$	88	$	1,426	$	31,345
Provision (recapture)		(1,778)		693		933		(31)		144		43		(10)		505		499
Charge-offs		(1)		—		—		(8)		—		(63)		—		—		(72)
Recoveries		295		—		—		5		—		5		10		—		315
Net recoveries		294		—		—		(3)		—		(58)		10		—		243
Ending balance	$	9,730	$	11,708	$	4,243	$	2,071	$	1,925	$	391	$	88	$	1,931	$	32,087
Period-end amount allocated to:
Specific reserve	$	2,776	$	55	$	—	$	—	$	—	$	109	$	—	$	—	$	2,940
General reserve		6,954		11,653		4,243		2,071		1,925		282		88		1,931		29,147
Total	$	9,730	$	11,708	$	4,243	$	2,071	$	1,925	$	391	$	88	$	1,931	$	32,087
June 30, 2021
Beginning balance	$	13,035	$	13,798	$	6,089	$	2,578	$	2,513	$	440	$	137	$	2,047	$	40,637
Provision (recapture)		(1,083)		(538)		(1,636)		(406)		(131)		(46)		(64)		—		(3,904)
Charge-offs		(495)		—		—		—		—		(3)		—		—		(498)
Recoveries		803		—		—		—		—		103		42		—		948
Net (charge-offs) recoveries		308		—		—		—		—		100		42		—		450
Ending balance	$	12,260	$	13,260	$	4,453	$	2,172	$	2,382	$	494	$	115	$	2,047	$	37,183
Period-end amount allocated to:
Specific reserve	$	4,803	$	252	$	—	$	—	$	—	$	90	$	—	$	536	$	5,681
General reserve		7,457		13,008		4,453		2,172		2,382		404		115		1,511		31,502
Total	$	12,260	$	13,260	$	4,453	$	2,172	$	2,382	$	494	$	115	$	2,047	$	37,183

The ACL for loans by loan class as of the dates indicated was as follows:



	June 30, 2022				December 31, 2021
(Dollars in thousands)	Amount		Percent		Amount		Percent
Commercial and industrial	$	9,730	30.3	%	$	11,214	35.7	%
Real estate:
Commercial real estate		11,708	36.5	%		11,015	35.1	%
Construction and development		4,243	13.2	%		3,310	10.6	%
1-4 family residential		2,071	6.5	%		2,105	6.7	%
Multi-family residential		1,925	6.0	%		1,781	5.7	%
Consumer		391	1.2	%		406	1.3	%
Agriculture		88	0.3	%		88	0.3	%
Other		1,931	6.0	%		1,426	4.6	%
Total allowance for credit losses for loans	$	32,087	100.0	%	$	31,345	100.0	%
Loans excluding loans held for sale		3,032,914				2,867,524
ACL for loans to loans excluding loans held for sale		1.06%				1.09%

Allocation of a portion of the ACL to one class of loans above does not preclude its availability to absorb losses in other classes.

Nonaccrual loans are included in individually evaluated loans and $23.0 million and $16.0 million of nonaccrual loans had no related ACL at June 30, 2022 and December 31, 2021, respectively.

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Charge-offs and recoveries by loan class and vintage for the six months ended June 30, 2022 were as follows:


(Dollars in thousands)	2022		2021		2020		2019		2018		Prior		Revolving Loans		Converted Revolving Loans		Total
Commercial and industrial:
Charge-off	$	—	$	—	$	—	$	—	$	—	$	(1)	$	—	$	—	$	(1)
Recovery		—		—		—		—		197		40		58		—		295
Total commercial and industrial		—		—		—		—		197		39		58		—		294
1-4 family residential:
Charge-off		—		—		—		—		(2)		(6)		—		—		(8)
Recovery		—		—		—		—		—		5		—		—		5
Total 1-4 family residential		—		—		—		—		(2)		(1)		—		—		(3)
Consumer:
Charge-off		—		—		(12)		—		—		—		(1)		(50)		(63)
Recovery		1		—		—		3		—		—		—		1		5
Total consumer		1		—		(12)		3		—		—		(1)		(49)		(58)
Agriculture:
Recovery		—		—		—		—		—		10		—		—		10
Total agriculture		—		—		—		—		—		10		—		—		10
Total:
Charge-off		—		—		(12)		—		(2)		(7)		(1)		(50)		(72)
Recovery		1		—		—		3		197		55		58		1		315
Total	$	1	$	—	$	(12)	$	3	$	195	$	48	$	57	$	(49)	$	243

Charge-offs and recoveries by loan class and vintage for the six months ended June 30, 2021 were as follows:


(Dollars in thousands)	2021		2020		2019		2018		2017		Prior		Revolving Loans		Converted Revolving Loans		Total
Commercial and industrial:
Charge-off	$	—	$	—	$	(191)	$	(260)	$	—	$	—	$	—	$	(44)	$	(495)
Recovery		—		—		3		29		40		703				28		803
Total commercial and industrial		—		—		(188)		(231)		40		703		—		(16)		308
Consumer:
Charge-off		—		—		(3)		—		—		—		—		—		(3)
Recovery		2		—		—		2		—		99		—		—		103
Total consumer		2		—		(3)		2		—		99		—		—		100
Agriculture:
Recovery		—		—		—		—		—		42		—		—		42
Total agriculture		—		—		—		—		—		42		—		—		42
Total:
Charge-off		—		—		(194)		(260)		—		—		—		(44)		(498)
Recovery		2		—		3		31		40		844		—		28		948
Total	$	2	$	—	$	(191)	$	(229)	$	40	$	844	$	—	$	(16)	$	450

The Company has unfunded commitments, comprised of letters of credit and commitments to extend credit that are not unconditionally cancellable by the Company. See Note 16: Commitments and Contingencies and Financial Instruments with Off-Balance-Sheet Risk. Unfunded commitments have similar characteristics as loans and their ACL was determined using the model and methodology for loans noted above as well as historical and expected utilization levels.

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Activity in the ACL for unfunded commitments for the six months ended June 30, 2022 and 2021, was as follows:



	Six Months Ended June 30,
(Dollars in thousands)		2022		2021
Beginning balance	$	3,266	$	4,177
Provision (recapture)		62		(767)
Ending balance	$	3,328	$	3,410

NOTE 7: PREMISES AND EQUIPMENT

The components of premises and equipment as of the dates indicated below were as follows:



(Dollars in thousands)	June 30, 2022		December 31, 2021
Land	$	15,484	$	15,484
Buildings and leasehold improvements		62,227		64,298
Furniture and equipment		17,344		17,087
Vehicles		248		248
Construction in progress		363		496
		95,666		97,613
Less accumulated depreciation		(39,656)		(39,196)
Premises and equipment, net	$	56,010	$	58,417

Depreciation expense was $1.7 million for both the six months ended June 30, 2022 and 2021 and $838,000 and $868,000 for the three months ended June 30, 2022 and 2021, respectively. Depreciation expense is included in net occupancy expense in the Company’s condensed consolidated statements of income.

During the six months ended June 30, 2022, the Company recorded a loss of $1.2 million, which is included in net gains on sales of assets in the condensed consolidated income statement, for disposals of buildings and improvements and furniture and equipment for a land lease that was terminated early at the request of the lessor.

NOTE 8: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $81.0 million at June 30, 2022 and December 31, 2021 and there were no changes in goodwill during the six months ended June 30, 2022 or the year ended December 31, 2021. Based on the results of the Company’s assessment, management does not believe any impairment of goodwill or other intangible assets existed at June 30, 2022 or December 31, 2021.

Other intangibles as of the dates indicated below were as follows:


	Weighted-
	Average
	Remaining	Gross				Net
	Amortization	Intangible		Accumulated		Intangible
(Dollars in thousands)	Period	Assets		Amortization		Assets
June 30, 2022
Core deposits	2.0 years	$	13,750	$	(13,620)	$	130
Customer relationships	6.5 years		6,629		(3,756)		2,873
Servicing assets	7.4 years		672		(322)		350
Total other intangible assets, net		$	21,051	$	(17,698)	$	3,353
December 31, 2021
Core deposits	2.4 years	$	13,750	$	(13,538)	$	212
Customer relationships	7.0 years		6,629		(3,535)		3,094
Servicing assets	11.5 years		624		(272)		352
Total other intangible assets, net		$	21,003	$	(17,345)	$	3,658

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Servicing Assets

Changes in servicing assets as of the dates indicated below were as follows:



	Six Months Ended June 30,
(Dollars in thousands)	2022		2021
Balance at beginning of year	$	352	$	190
Increase from loan sales		62		53
Decrease from serviced loans paid off or foreclosed		(14)		(1)
Amortization		(50)		(28)
Balance at end of period	$	350	$	214

NOTE 9: BANK-OWNED LIFE INSURANCE

Bank-owned life insurance policies and the net change in cash surrender value during the periods indicated below were as follows:


	Six Months Ended June 30,
(Dollars in thousands)	2022		2021
Balance at beginning of period	$	73,156	$	72,338
Net change in cash surrender value		742		780
Balance at end of period	$	73,898	$	73,118

NOTE 10: DEPOSITS

Deposits as of the dates indicated below were as follows:


(Dollars in thousands)	June 30, 2022		December 31, 2021
Interest-bearing demand accounts	$	445,149	$	468,361
Money market accounts		1,109,265		1,209,659
Savings accounts		130,713		127,031
Certificates and other time deposits, $100,000 or greater		169,616		134,775
Certificates and other time deposits, less than $100,000		91,616		106,477
Total interest-bearing deposits		1,946,359		2,046,303
Noninterest-bearing deposits		1,810,275		1,784,981
Total deposits	$	3,756,634	$	3,831,284

At June 30, 2022 and December 31, 2021, the Company had $36.7 million and $37.3 million in deposits from public entities and brokered deposits of $39.8 million and $52.9 million, respectively. At June 30, 2022 and December 31, 2021, overdrafts of $368,000 and $402,000, respectively, were reclassified to loans. Accrued interest payable for deposits was $224,000 and $128,000 at June 30, 2022 and December 31, 2021, respectively, which was included in other liabilities in the condensed consolidated balance sheets. The Company had no major concentrations of deposits at June 30, 2022 or December 31, 2021 from any single or related groups of depositors. At June 30, 2022 and December 31, 2021, the Company had $109.4 million and $70.5 million, respectively, of certificates of deposits or other time deposits that were uninsured. Securities pledged and the letter of credit issued under the Company’s Federal Home Loan blanket lien arrangement which secure public deposits were not considered in determining the amount of uninsured time deposits.

NOTE 11: LINES OF CREDIT

Line of Credit

The Company has entered into a loan agreement with another financial institution, or Loan Agreement, which has been periodically amended and provides for a $30.0 million revolving line of credit. At June 30, 2022, there were no outstanding borrowings on this line of credit and the Company did not draw on this line of credit during 2022 or 2021. The Company can make draws on the line of credit for a period of 12 months, which began on December 13, 2021, after

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which the Company will not be permitted to make further draws and the outstanding balance will amortize over a period of 60 months. Interest accrues on outstanding borrowings at a rate equal to the maximum “Latest” U.S. prime rate of interest per annum and payable quarterly in the first 12 months and thereafter, quarterly principal and interest payments are required over a term of 60 months. The entire outstanding balance and unpaid interest is payable in full on December 13, 2027.

The Company may prepay the principal amount of the line of credit without premium or penalty. The obligations of the Company under the Loan Agreement are secured by a valid and perfected first priority lien on all of the issued and outstanding shares of capital stock of the Bank.

Covenants made under the Loan Agreement include, among other things, the Company maintaining tangible net worth of not less than $300.0 million, the Company maintaining a free cash flow coverage ratio of not less than 1.25 to 1.00, the Bank Texas Ratio (as defined in the Loan Agreement) not to exceed 15%, the Bank’s Total Capital Ratio (as defined under the Loan Agreement) of not less than 12% and restrictions on the ability of the Company and its subsidiaries to incur certain additional debt. The Company was in compliance with these covenants at June 30, 2022.

Additional Lines of Credit

The Federal Home Loan Bank allows the Company to borrow on a blanket floating lien status collateralized by certain loans and the blanket lien amount was $1.1 billion at June 30, 2022 and $999.3 million at December 31, 2021. Federal Home Loan Bank advances outstanding totaled $50.0 million at December 31, 2021. These borrowings were paid in full during the six months ended June 30, 2022. At both June 30, 2022 and December 31, 2021, there were $26.0 million letters of credit outstanding that were issued under this agreement and used as collateral to secure certain public deposits. After considering the outstanding advances and letters of credit, the net capacity available under the Federal Home Loan Bank facility was $1.1 billion at June 30, 2022 and $923.3 million at December 31, 2021.

The Company has historically borrowed under this agreement on a short-term basis but did not during the six months ended June 30, 2022 and 2021. The weighted-average interest rate for Federal Home Loan Bank advances for the six months ended June 30, 2022 and 2021 was 1.99% and 1.78%, respectively.

At June 30, 2022 and December 31, 2021, the Company maintained federal funds lines of credit with commercial banks that provided for the availability to borrow up to an aggregate of $45.0 million and $65.0 million, respectively. There were no funds under these lines of credit outstanding at June 30, 2022 or December 31, 2021.

NOTE 12: RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company, through the Bank, has and expects to continue to conduct routine banking business with related parties, including its executive officers and directors. Related parties also include shareholders and their affiliates who directly or indirectly have 5% or more beneficial ownership in the Company.

Loans—In the opinion of management, loans to related parties were on substantially the same terms, including interest rates and collateral, as those prevailing at the time of comparable transactions with other persons and did not involve more than a normal risk of collectability or present any other unfavorable features to the Company. The Company had approximately $158.1 million and $138.1 million in loans to related parties at June 30, 2022 and December 31, 2021, respectively. At June 30, 2022 and December 31, 2021, there were no loans made to related parties deemed nonaccrual, past due, restructured in a troubled debt restructuring or classified as potential problem loans.

Unfunded Commitments—At June 30, 2022 and December 31, 2021, the Company had approximately $65.7 million and $55.6 million in unfunded loan commitments to related parties, respectively.

Deposits—The Company held related party deposits of approximately $246.6 million and $249.9 million at June 30, 2022 and December 31, 2021, respectively.

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NOTE 13: FAIR VALUE DISCLOSURES

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction occurring 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. In estimating fair value, the Company uses valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied.

Inputs to valuation techniques refer to the assumptions used in pricing the asset or liability. Valuation inputs are categorized in a three-level hierarchy, that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

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

Level 2 Inputs—Other observable inputs that may 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 or other inputs that are observable for the asset or liability such as interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates or inputs that are observable or can be corroborated by observable market data.

Level 3 Inputs—Unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.

During the six months ended June 30, 2022 and the year ended December 31, 2021, there were no transfers of assets or liabilities within the levels of the fair value hierarchy.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon models that primarily use observable market-based parameters as inputs. Valuation adjustments may be made to ensure that assets and liabilities are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value could result in different estimates of fair value. Fair value estimates are based on judgments regarding current economic conditions, risk characteristics of the various instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.

Financial Instruments Measured at Fair Value on a Recurring Basis

The Company’s assets and liabilities measured at fair value on a recurring basis include the following:

Debt Securities Available for Sale—Debt securities classified as available for sale are recorded at fair value. For those debt securities classified as Level 1 and Level 2, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayments speeds, credit information and the security’s terms and conditions, among other things. The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies for reasonableness.

Equity Securities—Equity securities are recorded at fair value and the fair value measurements are based on observable data obtained from a third-party pricing service. The Company reviews the prices supplied by the service against publicly available information. The equity securities are mutual funds publicly traded on the National Association of Securities Dealers Automated Quotations and the fair value is determined by using unadjusted quoted market prices which are considered Level 1 inputs.

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Interest Rate Swaps—The Company obtains fair value measurements for its interest rate swaps from an independent pricing service which uses the income approach. The income approach calls for the utilization of valuation techniques to convert future cash flows as due to be exchanged per the terms of the financial instrument, into a single present value amount. Measurement is based on the value indicated by the market expectations about those future amounts as of the measurement date. The proprietary curves of the independent pricing service utilize pricing models derived from industry standard analytic tools, considering both Level 1 and Level 2 inputs. Interest rate swaps are classified as Level 2.

Financial assets and financial liabilities measured at fair value on a recurring basis as of the dates indicated below were as follows:


(Dollars in thousands)	June 30, 2022		December 31, 2021
Fair value of financial assets:
Level 1 inputs:
Equity securities	$	1,087	$	1,173
Debt securities available for sale - U.S. Treasury securities		108,203		11,797
Level 2 inputs:
Debt securities available for sale:
State and municipal securities		146,991		172,600
U.S. agency securities:
Callable debentures		2,736		2,973
Collateralized mortgage obligations		92,353		62,382
Mortgage-backed securities		198,713		174,121
Interest rate swaps		6,113		3,543
Level 3 inputs:
Credit risk participation agreement		15		15
Total fair value of financial assets	$	556,211	$	428,604
Fair value of financial liabilities:
Level 2 inputs:
Interest rate swaps	$	6,113	$	3,543
Total fair value of financial liabilities	$	6,113	$	3,543

Financial Instruments Measured at Fair Value on a Non-recurring Basis

A portion of financial instruments are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances. Financial assets measured at fair value on a non-recurring basis during the dates shown below include certain loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral or a discounted cash flow method if not. Prior to foreclosure, estimated fair values for collateral is estimated based on Level 3 inputs based on customized discounting criteria.

The Company’s financial assets measured at fair value on a non-recurring basis are certain individually evaluated loans and as of the dates indicated below were as follows:


	June 30, 2022						December 31, 2021
(Dollars in thousands)	Recorded Investment		Specific ACL		Net		Recorded Investment		Specific ACL		Net
Level 3 inputs:
Loans evaluated individually
Commercial and industrial	$	8,112	$	2,776	$	5,336	$	9,624	$	3,986	$	5,638
Commercial real estate		770		55		715		2,629		609		2,020
Consumer		109		109		—		125		125		—
Total	$	8,991	$	2,940	$	6,051	$	12,378	$	4,720	$	7,658

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Non-Financial Assets and Non-Financial Liabilities Measured at Fair Value on a Non-recurring Basis

The Company’s non-financial assets measured at fair value on a non-recurring basis for the periods reported are foreclosed assets (upon initial recognition or subsequent impairment). The Company’s other non-financial assets whose fair value may be measured on a non-recurring basis when there is evidence of impairment and may be subject to impairment adjustments include goodwill and intangible assets, among other assets.

The fair value of foreclosed assets may be estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria less estimated selling costs. There were no write-downs of foreclosed assets for fair value remeasurement subsequent to initial foreclosure during the six months ended June 30, 2022 or during 2021. There were no outstanding foreclosed assets at June 30, 2022 or December 31, 2021.

Financial Instruments Reported at Amortized Cost

Fair market values and carrying amounts of financial instruments that are reported at cost as of the dates indicated below were as follows:


	June 30, 2022				December 31, 2021
			Carrying				Carrying
(Dollars in thousands)	Fair Value		Amount		Fair Value		Amount
Financial assets:
Level 1 inputs:
Cash and due from banks	$	483,966	$	483,966	$	950,146	$	950,146
Level 2 inputs:
Bank-owned life insurance		73,898		73,898		73,156		73,156
Accrued interest receivable		11,468		11,468		11,616		11,616
Servicing asset		350		350		352		352
Level 3 inputs:
Loans, including held for sale, net		2,903,489		3,000,827		2,864,663		2,836,343
Other investments		18,073		18,073		17,727		17,727
Total financial assets	$	3,491,244	$	3,588,582	$	3,917,660	$	3,889,340
Financial liabilities:
Level 1 inputs:
Noninterest-bearing deposits	$	1,810,275	$	1,810,275	$	1,784,981	$	1,784,981
Level 2 inputs:
Interest-bearing deposits		1,741,024		1,946,359		2,040,794		2,046,303
Federal Home Loan Bank advances		—		—		50,591		50,000
Accrued interest payable		224		224		201		201
Total financial liabilities	$	3,551,523	$	3,756,858	$	3,876,567	$	3,881,485

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret data to develop the estimates of fair value and as such the fair values shown above are not necessarily indicative of the amounts the Company will realize. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

NOTE 14: DERIVATIVE FINANCIAL INSTRUMENTS

The Company has outstanding interest rate swap contracts with certain customers and equal and offsetting interest rate swaps with other financial institutions entered into at the same time. These interest rate swap contracts are not designated as hedging instruments for mitigating interest rate risk. The objective of the transactions is to allow customers to effectively convert a variable rate loan to a fixed rate.

In connection with each swap transaction, the Company agreed to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, the Company agreed 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. Because the Company acts

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as an intermediary for its customer, changes in the fair value of the underlying derivative contracts are designed to offset each other and do not significantly impact the Company’s operating results except in certain situations where there is a significant deterioration in the customer’s credit worthiness or that of the counterparties. At June 30, 2022 and December 31, 2021, management determined there was no such deterioration.

At June 30, 2022 and December 31, 2021, the Company had 13 and 19 interest rate swap agreements outstanding with borrowers and financial institutions, respectively. These derivative instruments are not designated as accounting hedges and changes in the net fair value are recognized in other noninterest income. Fair value amounts are included in other assets and other liabilities.

At June 30, 2022 and December 31, 2021, the Company had two and one credit risk participation agreements with another financial institution, respectively, that are associated with interest rate swaps related to loans for which the Company is the lead agent bank and the other financial institution provides credit protection to the Company should the borrower fail to perform under the terms of the interest rate swap agreements. The fair value of the agreements is determined based on the market value of the underlying interest rate swaps adjusted for credit spreads and recovery rates.

Derivative instruments outstanding as of the dates indicated below were as follows:


								Weighted
								Average
		Notional		Fair				Maturity
(Dollars in thousands)	Classification	Amounts		Value		Fixed Rate	Floating Rate	(Years)
June 30, 2022
Interest rate swaps with financial institutions	Other assets	$	88,449	$	5,827	3.25% - 5.58%	LIBOR 1M + 2.50% - 3.00%	4.83
Interest rate swaps with customers	Other assets		6,725		67	5.35%	SOFR CME 1M+ 2.50%	9.90
Interest rate swaps with financial institutions	Other assets		5,085		219	4.99%	U.S. Prime	5.46
Interest rate swaps with customers	Other liabilities		5,085		(219)	4.99%	U.S. Prime	5.46
Interest rate swaps with financial institutions	Other liabilities		6,725		(67)	5.35%	SOFR CME 1M+ 2.50%	9.90
Interest rate swaps with customers	Other liabilities		88,449		(5,827)	3.25% - 5.58%	LIBOR 1M + 2.50% - 3.00%	4.83
Credit risk participation agreement with financial institution	Other assets		13,298		4	3.50%	LIBOR 1M + 2.50%	7.75
Credit risk participation agreement with financial institution	Other assets		2,522		11	5.35%	SOFR CME 1M+ 2.50%	9.90
Total derivatives		$	127,889	$	15
December 31, 2021
Interest rate swaps with customers	Other assets	$	56,440	$	2,474	4.00% - 5.60%	LIBOR 1M + 2.50% - 3.00%	5.10
Interest rate swaps with financial institutions	Other assets		66,650		875	3.25% - 3.50%	LIBOR 1M + 2.50%	5.59
Interest rate swaps with customers	Other assets		5,141		194	4.99%	U.S. Prime	5.96
Interest rate swaps with financial institutions	Other liabilities		5,141		(194)	4.99%	U.S. Prime	5.96
Interest rate swaps with financial institutions	Other liabilities		56,440		(2,474)	4.00% - 5.60%	LIBOR 1M + 2.50% - 3.00%	5.10
Interest rate swaps with customers	Other liabilities		66,650		(875)	3.25% - 3.50%	LIBOR 1M + 2.50%	5.59
Credit risk participation agreement with financial institution	Other assets		13,563		15	3.50%	LIBOR 1M + 2.50%	8.24
Total derivatives		$	270,025	$	15

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NOTE 15: OPERATING LEASES

The Company leases certain office space, stand-alone buildings and land, which are recognized as operating lease right-of-use assets in the consolidated balance sheets and operating lease liabilities in the consolidated balance sheets represent the Company’s liability to make lease payments under these operating leases, on a discounted basis. The Company excludes short-term leases, defined as lease terms of 12 months or less from its operating lease right-of-use assets and operating lease liabilities.

Lease costs for the periods indicated below were as follows:


	Six Months Ended June 30,
(Dollars in thousands)	2022		2021
Operating lease cost	$	824	$	970
Short-term lease cost		10		9
Sublease income		(266)		(314)
Total lease cost	$	568	$	665

Other information related to operating leases for the periods indicated below was as follows:


	Six Months Ended June 30,
(Dollars in thousands)	2022		2021
Amortization of lease right-to-use assets	$	676	$	771
Accretion of lease liabilities		173		199
Cash paid for amounts included in the measurement of lease liabilities		953		1,055
Weighted-average remaining lease term in years		10.2		10.7
Weighted-average discount rate		2.62%		2.64%

A maturity analysis of operating lease liabilities as of the date indicated below was as follows:



(Dollars in thousands)	June 30, 2022
1 year or less	$	1,780
Over 1 year through 2 years		1,919
Over 2 years through 3 years		1,955
Over 3 years through 4 years		1,948
Over 4 years through 5 years		1,840
Thereafter		7,295
Total undiscounted lease liability		16,737
Less:
Discount on cash flows		(2,568)
Total operating lease liability	$	14,169

During the six months ended June 30, 2022, the Company terminated a land lease at the request of the lessor. The Company received a payment of $1.5 million from the lessor for the early termination of the lease, which is reflected in other noninterest income in the condensed consolidated income statements.

During the six months ended June 30, 2022, the operating lease right-of-use asset and liabilities were both increased $809,000 due to a lease modification to extend the term of a lease.

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NOTE 16: COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

Financial Instruments with Off-Balance-Sheet Risk

The Company enters into commitments to extend credit and standby letters of credit to meet customer financing needs and, in accordance with GAAP, these commitments are not reflected as liabilities in the consolidated balance sheets. Due to the nature of these commitments, the amounts disclosed in the tables below do not necessarily represent future cash requirements.

Commitments to extend credit and standby letters of credit as of the dates indicated below were as follows:



(Dollars in thousands)	June 30, 2022		December 31, 2021
Commitments to extend credit, variable interest rate	$	761,869	$	714,084
Commitments to extend credit, fixed interest rate		140,943		60,876
Total commitments	$	902,812	$	774,960
Standby letters of credit	$	9,836	$	18,109

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract, generally have fixed expiration dates or other termination clauses and may expire without being fully drawn upon.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to the Company’s customers.

Litigation

The Company is subject to claims and lawsuits which arise primarily in the ordinary course of business. Based on information presently available and advice received from legal counsel representing the Company, it is the opinion of management that the disposition or ultimate determination of such claims and lawsuits will not have a material adverse effect on the financial position or results of operations of the Company.

NOTE 17: EMPLOYEE BENEFIT PLANS AND DEFERRED COMPENSATION ARRANGEMENTS

Employee Benefit Plans

The Company maintains a 401(k) employee benefit plan and substantially all employees that complete three months of service may participate. The Company matches a portion of each employee’s contribution and may, at its discretion, make additional contributions. During the six months ended June 30, 2022 and 2021, the Company contributed $1.3 million and $1.2 million to the plan, respectively.

Executive Deferred Compensation Arrangements

The Company established an executive incentive compensation arrangement with several officers of the Bank, in which these officers are eligible for performance-based incentive bonus compensation. As part of this compensation arrangement, the Company contributes one-fourth of the incentive bonus amount into a deferred compensation account. The deferred amounts accrue at a market rate of interest and are payable to the employees upon separation from the Bank provided vesting arrangements have been met. At June 30, 2022 and December 31, 2021, the amount payable, including interest, for this deferred plan was approximately $1.4 million and $1.7 million, respectively, which is included in other liabilities in the condensed consolidated balance sheets.

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Salary Continuation Agreements

The Company entered into a salary continuation arrangement in 2008 with the Company’s then President and Chief Executive Officer, or CEO, that calls for payments of $100,000 per year for a period of 10 years commencing at age 65. Payments under the plan began during 2014. The Company’s liability was $106,000 and $153,000 at June 30, 2022 and December 31, 2021, respectively, which is included in other liabilities in the condensed consolidated balance sheets and equals the present value of the benefits expected to be provided.

In October 2017, the Company entered into a salary continuation arrangement with the Company’s President and CEO that calls for payments of $200,000 per year payable for a period of 10 years commencing at age 70. Payments under the plan will begin in 2024. The Company’s liability was $1.0 million and $900,000 at June 30, 2022 and December 31, 2021, respectively, which is included in other liabilities in the condensed consolidated balance sheets. The liability will continue to accrue over the remaining period until payments commence such that the accrued amount at the eligibility date will equal the present value of all the future benefits expected to be paid.

NOTE 18: STOCK-BASED COMPENSATION

The Company acquired a stock option plan which originated under VB Texas, Inc. as a part of a merger of the two companies, or the 2006 Plan. At the merger date, all outstanding options under this plan became fully vested and exercisable. The plan expired in 2016 and no additional options may be granted under its terms. As of June 30, 2022, there were options outstanding to acquire 16,567 shares of the Company’s common stock under the 2006 Plan, all of which will expire in 2022 if not exercised.

In 2014, the Company adopted the 2014 Stock Option Plan, or the 2014 Plan, which was approved by the Company’s shareholders and limits the number of shares that may be optioned to 1,127,200. The 2014 Plan provides that no options may be granted after May 20, 2024. Options granted under the 2014 Plan expire 10 years from the date of grant and become exercisable in installments over a period of one to five years, beginning on the first anniversary of the date of grant. As of June 30, 2022, 963,200 shares were available for future grant. No options have been issued under the 2014 Plan since 2017.

In 2017, the Company adopted the 2017 Omnibus Incentive Plan, or the 2017 Plan. The 2017 Plan authorizes the Company to grant options, performance-based and non-performance based restricted stock awards as well as various other types of stock-based awards and other awards that are not stock-based to eligible employees, consultants and non-employee directors up to an aggregate of 600,000 shares of common stock. As of June 30, 2022, 243,895 shares were available for future grant under the 2017 Plan.

Stock option activity for the periods indicated below was as follows:


	Six Months Ended June 30,
	2022			2021
	Number of	Weighted		Number of	Weighted
	Shares	Average		Shares	Average
	Underlying	Exercise		Underlying	Exercise
	Options	Price		Options	Price
Outstanding at beginning of period	191,560	$	17.53	201,720	$	17.22
Granted	—		—	—		—
Exercised	(8,833)		11.32	—		—
Forfeited/expired	(10,160)		11.32	—		—
Outstanding at end of period	172,567	$	18.22	201,720	$	17.22

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A summary of stock options as of the date indicated below was as follows:


	June 30, 2022
Stock Options		Exercisable		Unvested		Outstanding
Number of shares underlying options		166,568		5,999		172,567
Weighted-average exercise price per share	$	18.12	$	21.00	$	18.22
Aggregate intrinsic value (in thousands)	$	1,411	$	34	$	1,445
Weighted-average remaining contractual term (years)		3.5		5.1		3.6

The fair value of the Company’s restricted stock awards is estimated based on the market value of the Company’s common stock at the date of grant. Restricted stock shares are considered fully issued at the time of the grant and the grantee becomes the record owner of the restricted stock and has voting, dividend and other shareholder rights. The shares of restricted stock are non-transferable and subject to forfeiture until the restricted stock vests and any dividends with respect to the restricted stock are subject to the same restrictions, including the risk of forfeiture.

Non-performance based restricted stock grants vest over the service period in equal increments over a period of two to five years, beginning on the first anniversary of the date of grant.

The number of shares earned under the Company’s performance-based restricted stock award agreements is based on the achievement of certain branch production goals. Compensation expense for performance-based restricted stock is recognized for the probable award level over the period estimated to achieve the performance conditions and other goals, on a straight-line basis. If the probable award level and/or the period estimated to be achieved change, compensation expense will be adjusted via a cumulative catch-up adjustment to reflect these changes. The performance conditions and goals must be achieved within five years or the awards expire. The number of performance-based shares granted presented in the table.

Restricted stock activity for the periods indicated below was as follows:


	Non-performance Based			Performance-based
		Weighted			Weighted
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	Shares	Fair Value		Shares	Fair Value
Outstanding at December 31, 2020	129,667	$	28.22	2,250	$	34.40
Granted	33,285		26.32	—		—
Vested	(21,749)		30.71	—		—
Forfeited	(493)		28.80	—		—
Outstanding at June 30, 2021	140,710		27.39	2,250		34.40

Outstanding at December 31, 2021	83,563		27.85	2,250		34.40
Granted	38,457		29.42	—		—
Vested	(26,622)		29.80	—		—
Forfeited	(1,843)		33.30	—		—
Outstanding at June 30, 2022	93,555		27.84	2,250		34.40

A summary of restricted stock as of the date indicated below was as follows:


	June 30, 2022
Restricted Stock		Non-performance Based		Performance-based
Number of shares underlying restricted stock		93,555		2,250
Weighted-average grant date fair value per share	$	27.84	$	34.40
Aggregate fair value (in thousands)	$	2,488	$	60
Weighted-average remaining vesting period (years)		1.4		1.3

The Company’s stock compensation plans allow employees to elect to have shares withheld to satisfy their tax liabilities related to options exercised or restricted stock vested or to pay the exercise price of the options. The shares of

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stock subject to options exercised, restricted stock vested, shares withheld and shares issued for the periods indicated below were as follows:


	Exercised/Vested	Shares Withheld	Shares Issued
Six Months Ended June 30, 2022
Non-performance based restricted stock	26,622	(4,509)	22,113
Six Months Ended June 30, 2021
Non-performance based restricted stock	21,749	(3,091)	18,658

For the six months ended June 30, 2022 and 2021, stock compensation expense was $1.0 million and $1.1 million, respectively, and for the three months ended June 30, 2022 and 2021, stock compensation expense was $539,000 and $574,000, respectively. As of June 30, 2022, there was approximately $1.5 million of total unrecognized compensation expense related to the unvested stock options, non-performance based restricted stock and performance-based restricted stock, which is expected to be recognized in the Company’s consolidated statements of income over a weighted-average period of 1.4 years.

NOTE 19: REGULATORY MATTERS

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

The Company and the Bank’s Common Equity Tier 1 capital includes common stock and related capital surplus, net of treasury stock, and retained earnings. In connection with the adoption of the Basel III Capital Rules, the Company and the Bank elected to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 capital. Common Equity Tier 1 capital for both the Company and the Bank is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities.

The Basel III Capital Rules require the Company and the Bank to maintain: (i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% Common Equity Tier 1 capital ratio, effectively resulting in a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 7.0%); (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio, effectively resulting in a minimum Tier 1 capital ratio of 8.5%); (iii) a minimum ratio of total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio, effectively resulting in a minimum total capital ratio of 10.5%); and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average quarterly assets.

The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company and the Bank. The capital conservation buffer is designed to absorb losses during periods of economic stress and, as detailed above, effectively increases the minimum required risk-weighted capital ratios. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer and, if applicable, the countercyclical capital buffer) will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

In November 2019, the federal bank regulatory agencies published a final rule, the Community Bank Leverage Ratio Framework, or the Framework, to simplify capital calculations for community banks. The Framework provides for a simple measure of capital adequacy for certain community banking organizations. The Framework is optional and is designed to reduce burden by removing requirements for calculating and reporting risk-based capital ratios. Depository institutions and depository institution holding companies that have less than $10.0 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9.0%, are considered qualifying community banking organizations and are eligible to opt into the Framework. A qualifying community banking organization that elects to use the Framework and that maintains a Tier 1 capital-to-adjusted total assets ratio, or leverage capital ratio, of greater

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than 9.0% is considered to have satisfied the generally applicable risk-based and leverage capital requirements under the Basel III Capital Rules and, if applicable, is considered to have met the “well capitalized” ratio requirements for purposes of its primary federal regulator’s prompt corrective action rules. The final rule became effective January 1, 2020, and organizations that opt into the Framework and meet the criteria established by the rule can use the Framework for regulatory reports for the year ended December 31, 2020. In April 2020, the federal bank regulatory agencies announced two interim final rules to provide relief associated with Section 4012 of the Coronavirus Aid Relief and Economic Security Act, or CARES Act. For institutions that elect the Framework, the interim rules temporarily lowered the leverage ratio requirement to 8.0% for the second quarter of 2020 through the end of calendar year 2020 and to 8.5% for the 2021 calendar year and greater than 9.0% thereafter. The Company determined not to opt into the Framework and will continue to compute regulatory capital ratios based on the Basel III Capital Rules discussed above.

In September 2020, the federal bank regulatory agencies finalized an interim final rule that allows banking organizations to mitigate the effects of CECL on their regulatory capital computations. The rule permitted banking organizations that were required to adopt CECL for purposes of GAAP (as in effect January 1, 2021) for a fiscal year beginning during the calendar year 2020, the option to delay for up to two years an estimate of CECL’s effect on regulatory capital, followed by a three-year transition period (i.e., a transition period of five years in total). The Company determined not to use the transition provision and has reported the full effect of CECL upon adoption and for each reporting period thereafter in its regulatory capital calculation and ratios.

The Company is subject to the regulatory capital requirements administered by the Board of Governors of the Federal Reserve System and, for the Bank, those administered by the Office of Comptroller of Currency, or OCC. Regulatory authorities can initiate certain mandatory actions if the Company or the Bank fail to meet the minimum capital requirements, which could have a direct material effect on the Company’s financial statements. Management believes, as of June 30, 2022 and December 31, 2021, that the Company and the Bank met all capital adequacy requirements to which they were subject.

On June 18, 2021, the Bank and the OCC entered into a formal agreement, or the Formal Agreement, with regard to Bank Secrecy Act, or BSA, and anti-money laundering, or AML, compliance matters. On September 7, 2021, the OCC terminated the Formal Agreement, dated June 18, 2021 between the Bank and the OCC relating to the Bank’s BSA/AML compliance program.

To resolve the BSA/AML compliance matters, on December 16, 2021, the Bank, entered into an OCC Consent Order. Under the OCC Consent Order, the Bank paid a civil money penalty of $1.0 million.

On December 15, 2021, the Bank entered into a FinCEN Consent Order. Under the terms of the FinCEN Consent Order, the Bank paid a civil money penalty of $8.0 million; provided, however, that FinCEN agreed to credit the Bank the $1.0 million civil money penalty imposed by the OCC described above. As a result, the Bank paid an aggregate sum of $8.0 million under the OCC Consent Order and the FinCEN Consent Order. The OCC Consent Order and the FinCEN Consent Order each settled the civil money proceedings against the Bank initiated by the OCC and FinCEN.

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At June 30, 2022 and December 31, 2021, the Company and the Bank were “well capitalized” based on the ratios presented below. Actual and required capital ratios for the Company and the Bank were as follows for the dates presented:



			Minimum		Required to be
			Capital Required		Considered Well
	Actual		Basel III		Capitalized
(Dollars in thousands)	Amount	Ratio	Amount	Ratio	Amount	Ratio
June 30, 2022
Common Equity Tier 1 to Risk-Weighted Assets:
Consolidated	$ 489,832	14.49%	$ 236,705	7.00%	N/A	N/A
Bank Only	$ 465,539	13.77%	$ 236,663	7.00%	$ 219,759	6.50%
Tier 1 Capital to Risk-Weighted Assets:
Consolidated	$ 489,832	14.49%	$ 287,428	8.50%	N/A	N/A
Bank Only	$ 465,539	13.77%	$ 287,377	8.50%	$ 270,472	8.00%
Total Capital to Risk-Weighted Assets:
Consolidated	$ 525,247	15.53%	$ 355,058	10.50%	N/A	N/A
Bank Only	$ 500,954	14.82%	$ 354,995	10.50%	$ 338,090	10.00%
Tier 1 Leverage Capital to Average Assets:
Consolidated	$ 489,832	11.48%	$ 170,675	4.00%	N/A	N/A
Bank Only	$ 465,539	10.91%	$ 170,628	4.00%	$ 213,285	5.00%

December 31, 2021
Common Equity Tier 1 to Risk-Weighted Assets:
Consolidated	$ 475,154	15.31%	$ 217,300	7.00%	N/A	N/A
Bank Only	$ 447,819	14.43%	$ 217,270	7.00%	$ 201,757	6.50%
Tier 1 Capital to Risk-Weighted Assets:
Consolidated	$ 475,154	15.31%	$ 263,864	8.50%	N/A	N/A
Bank Only	$ 447,819	14.43%	$ 263,836	8.50%	$ 248,316	8.00%
Total Capital to Risk-Weighted Assets:
Consolidated	$ 509,766	16.42%	$ 325,950	10.50%	N/A	N/A
Bank Only	$ 482,431	15.54%	$ 325,915	10.50%	$ 310,395	10.00%
Tier 1 Leverage Capital to Average Assets:
Consolidated	$ 475,154	11.22%	$ 169,470	4.00%	N/A	N/A
Bank Only	$ 447,819	10.58%	$ 169,381	4.00%	$ 211,726	5.00%

Dividend Restrictions

In the ordinary course of business, the Company may be dependent upon dividends from the Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years.

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NOTE 20: INCOME TAXES

The provision for income tax expense and effective tax rates for the periods indicated below were as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
(Dollars in thousands)	2022	2021	2022	2021
Income tax expense	$ 2,827	$ 2,692	$ 5,104	$ 5,177
Effective tax rate	19.45%	18.70%	18.62%	19.25%

The differences between the federal statutory rate of 21% and the effective tax rates presented in the table above were largely attributable to permanent differences primarily related to tax exempt interest income, bank-owned life insurance related earnings and merger-related costs.

NOTE 21: EARNINGS PER SHARE

The computation of basic and diluted earnings per share for the periods indicated below was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share data)	2022		2021		2022			2021
Net income for common shareholders	$	11,707	$	11,703	$	22,302	$	21,722
Weighted-average shares (thousands)
Basic weighted-average shares outstanding		24,493		24,447		24,495		24,477
Dilutive effect of outstanding stock options and unvested restricted stock awards		100		124		118		114
Diluted weighted-average shares outstanding		24,593		24,571		24,613		24,591
Earnings per share:
Basic	$	0.48	$	0.48	$	0.91	$	0.89
Diluted	$	0.48	$	0.48	$	0.91	$	0.88

For the six months ended June 30, 2022 and 2021, the Company excluded the impact of 394 and 1,800 shares of unvested restricted stock, respectively, from diluted weighted-average shares as they were anti-dilutive. The Company also excluded the impact of 2,250 shares of performance based restricted stock awards for the three and six months ended June 30, 2022 and 2021 as they are contingently issuable and the performance conditions for these awards have not been met.

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements reflect the Company’s current views with respect to, among other things, future events and the Company’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Accordingly, the Company cautions that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the risks described in “Part I— Item 1A.—Risk Factors” in the Company’s Annual Report on Form 10-K, this Quarterly Report on Form 10-Q and the following:

●

natural disasters and adverse weather on the Company’s market area, acts of terrorism, pandemics, an outbreak of hostilities, such as the conflict in Ukraine, or other international or domestic calamities and other matters beyond the Company’s control;

●

the Company’s ability to manage the economic risks related to the ongoing impact of the COVID-19 pandemic (including risks related to its customers’ credit quality, deferrals and modifications to loans);

●

the geographic concentration of the Company’s markets in Houston and Beaumont, Texas;

●

the Company’s ability to manage changes and the continued health or availability of management personnel;

●

the amount of nonperforming and classified assets that the Company holds and the time and effort necessary to resolve nonperforming assets;

●

deterioration of asset quality;

●

interest rate risk associated with the Company’s business;

●

national business and economic conditions in general, in the financial services industry and within the Company’s primary markets;

●

sustained instability of the oil and gas industry in general and within Texas;

●

the composition of the Company’s loan portfolio, including the identity of the Company’s borrowers and the concentration of loans in specialized industries;

●

changes in the value of collateral securing the Company’s loans;

●

the Company’s ability to maintain important deposit customer relationships and its reputation;

●

the Company’s ability to maintain effective internal control over financial reporting;

●

volatility and direction of market interest rates;

●

liquidity risks associated with the Company’s business;

●

systems failures, interruptions or breaches involving the Company’s information technology and telecommunications systems or third- or fourth-party servicers;

●

the failure of certain third- or fourth-party vendors to perform;

●

the institution and outcome of litigation and other legal proceedings against the Company or to which it may become subject;

●

the operational risks associated with the Company’s business;

●

the costs, effects and results of regulatory examinations, investigations, or reviews or the ability to obtain required regulatory approvals;

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●

changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;

●

further government intervention in the U.S. financial system that may impact how the Company achieves its performance goals;

●

the possible substantial costs related to the pending merger and integration;

●

the risk that the cost savings and any revenue synergies from the pending merger may not be fully realized or may take longer than anticipated to be realized;

●

the possibility that the pending merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

●

the ability to retain personnel of the Company or Allegiance Bancshares, Inc., or Allegiance, after the pending merger is completed;

●

the ability by each of Allegiance and the Company to obtain required governmental approvals of the pending merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);

●

the occurrence of any event, change or other circumstances that could give rise to the right of us and/or Allegiance to terminate the merger agreement with respect to the pending merger;

●

disruption to the parties’ businesses as a result of the announcement and pendency of the pending merger;

●

the risks related to the Company’s assumption of certain of Allegiance’s outstanding debt obligations and the combined company’s level of indebtedness following the completion of the merger;

●

the dilution caused by the Company’s issuance of additional shares of its common stock in the merger;

●

the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the pending merger;

●

reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the pending merger;

●

and other risks, uncertainties, and factors that are discussed from time to time in the Company’s reports and documents filed with the SEC.

Pending Merger

On November 8, 2021, Allegiance and the Company jointly announced that they entered into a definitive merger agreement pursuant to which the companies will combine in an all-stock merger of equals. Under the terms of the definitive merger agreement, Allegiance shareholders will receive 1.4184 shares of the Company’s common stock for each share of Allegiance common stock they own. Based on the number of outstanding shares of Allegiance and the Company as of November 5, 2021, Allegiance shareholders will own approximately 54% and the Company’s shareholders will own approximately 46% of the combined company. Both companies have received requisite shareholder approval of the merger agreement. The companies have also received regulatory approvals from the Federal Deposit Insurance Corporation and the Texas Department of Banking. The merger remains subject to the receipt of regulatory approval from the Board of Governors of the Federal Reserve System. Subject to satisfaction of the closing conditions, the parties anticipate closing in the third quarter of 2022.

There are or will be important factors that could cause the actual results of the merger to differ materially from those indicated in these forward-looking statements, including, but not limited to, the risks described in “Part I.—Item 1A. —Risk Factors” in the Company’s Annual Report on Form 10-K.

●

the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized;

●

disruption to the parties’ businesses as a result of the announcement and pendency of the merger;

●

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

●

the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses;

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●

the amount of the costs, fees, expenses and charges related to the merger; the ability by each of Allegiance and the Company to obtain required governmental approvals of the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);

●

reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the merger; the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger;

●

the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

●

the dilution caused by the Company’s issuance of additional shares of its common stock in the merger; general competitive, economic, political and market conditions;

●

and other factors that may affect future results of the Company and Allegiance, including changes in asset quality and credit risk;

●

the inability to sustain revenue and earnings growth;

●

changes in interest rates and capital markets;

●

inflation; customer borrowing, repayment, investment and deposit practices;

●

the impact, extent and timing of technological changes;

●

capital management activities; and other actions of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation and OCC and legislative and regulatory actions and reforms;

●

and other risks, uncertainties, and factors that are discussed from time to time in the Company’s reports and documents filed with the SEC.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Quarterly Report on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what is anticipated. Undue reliance should not be placed on any such forward-looking statements. Any forward-looking statement speaks only as of the date made, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible to predict which will arise. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Overview

The Company operates through one segment. The Company’s primary source of funds is deposits and its primary use of funds is loans. Most of the Company’s revenue is generated from interest on loans and investments. The Company incurs interest expense on deposits and other borrowed funds as well as noninterest expense, such as salaries and employee benefits and occupancy expenses.

The Company’s operating results depend primarily on net interest income, calculated as the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Changes in market interest rates and the interest rates earned on interest-earning assets or paid on interest-bearing liabilities, as well as in the volume and types of interest-earning assets and interest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets.

Periodic changes in the volume and types of loans in the Company’s loan portfolio are affected by, among other factors, economic and competitive conditions in Texas, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and energy sectors within the Company’s target markets and throughout the state of Texas. The Company maintains diversity in its loan portfolio as a means of managing risk associated with fluctuations in economic conditions. The Company’s focus on lending to small to medium-sized businesses and professionals in its market areas has resulted in a diverse loan portfolio comprised primarily of core relationships. The

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Company carefully monitors exposure to certain asset classes to minimize the impact of a downturn in the value of such assets.

The Company seeks to remain competitive with respect to interest rates on loans and deposits, as well as prices on fee-based services, which are typically significant competitive factors within the banking and financial services industry. Many of the Company’s competitors are much larger financial institutions that have greater financial resources and compete aggressively for market share. Through the Company’s relationship-driven, community banking strategy, a significant portion of its growth has been through referral business from its existing customers and professionals in the Company’s markets including attorneys, accountants and other professional service providers.

Uncertain Economic Outlook

Although national and local economies and economic forecasts improved during 2021 and 2022, geopolitical instabilities, inflation, rising interest rates, supply disruptions and other uncertainties continue and these factors are considered in the forecasts and qualitative factors used to determine the Company’s ACL. If the national and/or local economies and economic forecasts and loan performance indicators worsen in the future, increases in the ACL through additional provisions for credit losses may occur which would negatively impact net income. The future impact of these items is uncertain but could materially affect the Company’s future financial and operational results. See “Part I—Item 1A.—Risk Factors” in the Company’s Annual Report on Form 10-K.

The table below shows the trend of the risk grades of the Company’s loan portfolio, past due loans, loans individually evaluated and nonperforming loans, or loan performance indicators as of the dates indicated.


	June 30,		March 31,		December 31,		September 30,		June 30,
(Dollars in thousands)	2022		2021		2021		2021		2021
Risk grades:
Pass	$	2,972,739	$	2,804,237	$	2,783,385	$	2,526,395	$	2,645,811
Special mention		468		4,281		12,807		4,661		14,276
Substandard		68,768		80,460		80,235		86,501		80,535
Total gross loans	$	3,041,975	$	2,888,978	$	2,876,427	$	2,617,557	$	2,740,622
Past due loans:
30 to 59 days past due	$	537	$	13,603	$	905	$	2,755	$	39
60 to 89 days past due		4,611		2,032		34		143		—
90 days or greater past due		10,276		140		197		104		217
Total past due loans	$	15,424	$	15,775	$	1,136	$	3,002	$	256
Loans individually evaluated:
Accruing troubled debt restructurings	$	26,117	$	28,428	$	30,709	$	31,656	$	31,789
Non-accrual troubled debt restructurings		22,761		21,720		20,019		17,834		18,196
Total troubled debt restructurings		48,878		50,148		50,728		49,490		49,985
Other non-accrual		5,512		363		2,549		2,751		2,777
Other accruing		1,152		3,494		5,995		5,260		836
Total loans individually evaluated	$	55,542	$	54,005	$	59,272	$	57,501	$	53,598
Nonperforming assets:
Nonaccrual loans	$	28,273	$	22,083	$	22,568	$	20,585	$	20,973
Accruing loans 90 or more days past due		—		—		—		—		—
Total nonperforming loans		28,273		22,083		22,568		20,585		20,973
Foreclosed assets		—		—		—		—		—
Total nonperforming assets	$	28,273	$	22,083	$	22,568	$	20,585	$	20,973

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Results of Operations

The increase in net income during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, was primarily due to an increase in net interest income and noninterest income, partially offset by an increase in the provision (recapture) for credit losses. The increase in net income during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, was primarily due to an increase in net interest income and a decrease in noninterest expense, partially offset by an increase in the provision (recapture) for credit losses. See further analysis of the material fluctuations in the related discussions that follow.


	Three Months Ended June 30,							Six Months Ended June 30,
(Dollars in thousands)	2022		2021		Increase (Decrease)				2022	2021		Increase (Decrease)
Interest income	$	36,101	$	32,506	$	3,595	11.1%	$	70,116	$	67,167	$	2,949	4.4%
Interest expense		1,229		1,488		(259)	(17.4%)		2,614		3,059		(445)	(14.5%)
Net interest income		34,872		31,018		3,854	12.4%		67,502		64,108		3,394	5.3%
Provision (recapture) for credit losses		126		(5,083)		5,209	(102.5%)		561		(4,671)		5,232	(112.0%)
Noninterest income		3,546		3,491		55	1.6%		8,875		6,602		2,273	34.4%
Noninterest expense		23,758		25,197		(1,439)	(5.7%)		48,410		48,482		(72)	(0.1%)
Income before income taxes		14,534		14,395		139	1.0%		27,406		26,899		507	1.9%
Income tax expense		2,827		2,692		135	5.0%		5,104		5,177		(73)	(1.4%)
Net income	$	11,707	$	11,703	$	4	0.0%	$	22,302	$	21,722	$	580	2.7%
Earnings per share - basic	$	0.48	$	0.48				$	0.91	$	0.89
Earnings per share - diluted		0.48		0.48					0.91		0.88
Dividends per share		0.13		0.13					0.26		0.26

Net Interest Income for the Six Months Ended June 30, 2022, Compared to the Six Months Ended June 30, 2021

Net interest income increased $3.4 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, primarily due higher average rates on interest-bearing deposits at other financial institutions and securities, higher average securities and loans and lower rates on interest-bearing deposits, partially offset by lower rates on loans.

The yield on interest-earning assets was 3.44% for the six months ended June 30, 2022, compared to 3.62% for the six months ended June 30, 2021. The cost of interest-bearing liabilities was 0.26% for the six months ended June 30, 2022 and 0.33% for the six months ended June 30, 2021. Yields on interest-earning assets decreased and the costs of interest-bearing liabilities remained at about the same level, which caused compression of the Company’s net interest margin on a tax equivalent basis to 3.35% for the six months ended June 30, 2022, compared to 3.49% for the six months ended June 30, 2021.

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The following table presents for the periods indicated, average outstanding balances for each major category of interest-earning assets and interest-bearing liabilities, the interest income or interest expense and the average yield or rate for the periods indicated.


	Six Months Ended June 30,
	2022					2021
	Average		Interest		Average	Average		Interest		Average
	Outstanding		Earned/		Yield/	Outstanding		Earned/		Yield/
(Dollars in thousands)	Balance		Interest Paid		Rate⁽¹⁾	Balance		Interest Paid		Rate⁽¹⁾
Assets
Interest-earning assets:
Total loans⁽¹⁾	$	2,892,079	$	62,989	4.39%	$	2,868,463	$	63,958	4.50%
Securities		530,259		5,229	1.99%		281,196		2,505	1.80%
Interest-bearing deposits at other financial institutions		680,477		1,586	0.47%		573,433		400	0.14%
Equity investments		13,383		312	4.70%		15,346		304	3.99%
Total interest-earning assets		4,116,198	$	70,116	3.44%		3,738,438	$	67,167	3.62%
Allowance for credit losses for loans		(31,340)					(40,941)
Noninterest-earning assets		311,482					318,520
Total assets	$	4,396,340				$	4,016,017
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits	$	1,979,578	$	2,342	0.24%	$	1,821,098	$	2,617	0.29%
Federal Home Loan Bank advances		27,624		272	1.99%		50,000		442	1.78%
Total interest-bearing liabilities		2,007,202	$	2,614	0.26%		1,871,098	$	3,059	0.33%
Noninterest-bearing liabilities:
Noninterest-bearing deposits		1,794,239					1,545,242
Other liabilities		46,406					48,503
Total noninterest-bearing liabilities		1,840,645					1,593,745
Shareholders’ equity		548,493					551,174
Total liabilities and shareholders’ equity	$	4,396,340				$	4,016,017
Net interest income			$	67,502				$	64,108
Net interest spread⁽³⁾					3.18%					3.29%
Net interest margin⁽⁴⁾					3.31%					3.46%
Net interest margin - tax equivalent⁽⁵⁾					3.35%					3.49%

(1)	Annualized.

(2)	Includes average outstanding balances related to loans held for sale.

(3)	Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(4)	Net interest margin is equal to net interest income divided by average interest-earning assets.

(5)	Tax equivalent adjustments of $941,000 and $621,000 for the six months ended June 30, 2022 and 2021, respectively, were computed using a federal income tax rate of 21%.

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


	Six Months Ended June 30, 2022,
	Compared to Six Months Ended June 30, 2021
	Increase (Decrease) due to
(Dollars in thousands)	Rate		Volume		Total
Interest-earning assets:
Total loans	$	(1,496)	$	527	$	(969)
Securities		501		2,223		2,724
Interest-bearing deposits at other financial institutions		1,112		74		1,186
Equity investments		47		(39)		8
Total increase in interest income		164		2,785		2,949
Interest-bearing liabilities:
Interest-bearing deposits		(503)		228		(275)
Federal Home Loan Bank advances		28		(198)		(170)
Total increase (decrease) in interest expense		(475)		30		(445)
Increase in net interest income	$	639	$	2,755	$	3,394

Net Interest Income for the Three Months Ended June 30, 2022, Compared to the Three Months Ended June 30, 2021

Net interest income increased $3.9 million during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to higher rates on interest-earning assets, higher average loans and securities, lower rates on deposits and lower average Federal Home Loan Bank advances.

The yield on interest-earning assets was 3.56% for the three months ended June 30, 2022, compared to 3.41% for the three months ended June 30, 2021. The cost of interest-bearing liabilities was 0.25% for the three months ended June 30, 2022 and 0.32% for the three months ended June 30, 2021. The Company’s net interest margin on a tax equivalent basis was 3.49% for the three months ended June 30, 2022, compared to 3.29% for the three months ended June 30, 2021.

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	Three Months Ended June 30,
	2022					2021
	Average		Interest		Average	Average		Interest		Average
	Outstanding		Earned/		Yield/	Outstanding		Earned/		Yield/
(Dollars in thousands)	Balance		Interest Paid		Rate⁽¹⁾	Balance		Interest Paid		Rate⁽¹⁾
Assets
Interest-earning assets:
Total loans⁽²⁾	$	2,897,335	$	31,768	4.40%	$	2,835,995	$	30,793	4.36%
Securities		562,518		2,937	2.09%		302,808		1,332	1.76%
Interest-bearing deposits at other financial institutions		593,255		1,238	0.84%		670,508		223	0.13%
Equity investments		13,386		158	4.73%		15,338		158	4.13%
Total interest-earning assets		4,066,494	$	36,101	3.56%		3,824,649	$	32,506	3.41%
Allowance for credit losses for loans		(31,081)					(40,806)
Noninterest-earning assets		315,133					317,115
Total assets	$	4,350,546				$	4,100,958
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits	$	1,939,990	$	1,178	0.24%	$	1,839,812	$	1,267	0.28%
Federal Home Loan Bank advances		5,495		51	3.72%		50,000		221	1.77%
Total interest-bearing liabilities		1,945,485	$	1,229	0.25%		1,889,812	$	1,488	0.32%
Noninterest-bearing liabilities:
Noninterest-bearing deposits		1,825,400					1,611,565
Other liabilities		42,861					46,774
Total noninterest-bearing liabilities		1,868,261					1,658,339
Shareholders’ equity		536,800					552,807
Total liabilities and shareholders’ equity	$	4,350,546				$	4,100,958
Net interest income			$	34,872				$	31,018
Net interest spread⁽³⁾					3.31%					3.09%
Net interest margin⁽⁴⁾					3.44%					3.25%
Net interest margin - tax equivalent⁽⁵⁾					3.49%					3.29%

(1)	Annualized.

(2)	Includes average outstanding balances related to loans held for sale.

(3)	Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(4)	Net interest margin is equal to net interest income divided by average interest-earning assets.

(5)	Tax equivalent adjustments of $478,000 and $321,000 for the three months ended June 30, 2022 and 2021, respectively, were computed using a federal income tax rate of 21%.

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	Three Months Ended June 30, 2022,
	Compared to Three Months Ended June 30, 2021
	Increase (Decrease) due to
(Dollars in thousands)	Rate		Volume		Total
Interest-earning assets:
Total loans	$	308	$	667	$	975
Securities		465		1,140		1,605
Interest-bearing deposits at other financial institutions		1,040		(25)		1,015
Equity investments		20		(20)		—
Total increase in interest income		1,833		1,762		3,595
Interest-bearing liabilities:
Interest-bearing deposits		(159)		70		(89)
Federal Home Loan Bank advances		26		(196)		(170)
Total decrease in interest expense		(133)		(126)		(259)
Increase in net interest income	$	1,966	$	1,888	$	3,854

Provision for Credit Losses

The provision for credit losses was $126,000 and $561,000 for the three and six months ended June 30, 2022, respectively, compared to a recapture of $5.1 million and $4.7 million for the three and six months ended June 30, 2021, respectively.

The provision for credit losses for the three months and six months ended June 30, 2022 was comprised of a $479,000 and $499,000 provision for credit losses for loans, respectively, due to increases in the loan portfolio and a $353,000 recapture and a $62,000 provision for credit losses, respectively, due to fluctuations in available unfunded commitments.

The recapture of credit losses for the three and six months ended June 30, 2021 were the result of certain qualitative factor adjustments made on the ACL. Due to improvements in the national economy, economic forecasts and improved loan quality during those periods, the Company adjusted its economic forecasts and certain loan quality factors.

Noninterest Income

The following table presents components of noninterest income for the three and six months ended June 30, 2022 and 2021 and the period-over-period changes in the categories of noninterest income:


	Three Months Ended June 30,							Six Months Ended June 30,
(Dollars in thousands)	2022		2021		Increase (Decrease)			2022		2021		Increase (Decrease)
Deposit account service charges	$	1,386	$	1,167	$	219	18.8%	$	2,756	$	2,360	$	396	16.8%
Card interchange fees		1,135		1,095		40	3.7%		2,172		2,071		101	4.9%
Earnings on bank-owned life insurance		371		390		(19)	(4.9%)		742		780		(38)	(4.9%)
Net gain on sales of assets		58		366		(308)	(84.2%)		588		558		30	5.4%
Other		596		473		123	26.0%		2,617		833		1,784	214.2%
Total noninterest income	$	3,546	$	3,491	$	55	1.6%	$	8,875	$	6,602	$	2,273	34.4%

The increase in noninterest income of $2.3 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, was primarily due to payments totaling $1.5 million recognized for early termination of a land lease included in other noninterest income and a gain of $1.2 million for sales of assets underlying a portion of the Company’s equity investments, partially offset by a loss of $1.2 million included in net gain on sale of assets for disposals

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of buildings and improvements and furniture and equipment for the land lease that was terminated early. See “Part I—Item 1.—Financial Statements—Note 3”.

Noninterest income was $3.5 million for both the second quarter of 2022 and 2021. Deposit account service charge income was $219,000 higher and net gains on sales of assets were $308,000 lower in the second quarter of 2022, compared to the second quarter of 2021.

Noninterest Expense

Generally, noninterest expense is composed of employee expenses and costs associated with operating facilities, obtaining and retaining customer relationships and providing bank services. See further analysis of these changes in the related discussions that follow.


		Three Months Ended June 30,							Six Months Ended June 30,
(Dollars in thousands)	2022		2021		Increase (Decrease)			2022		2021		Increase (Decrease)
Salaries and employee benefits	$	14,698	$	14,734	$	(36)	(0.2%)	$	29,952	$	28,922	$	1,030	3.6%
Occupancy expense		2,396		2,597		(201)	(7.7%)		4,767		5,118		(351)	(6.9%)
Professional and director fees		1,142		2,441		(1,299)	(53.2%)		2,021		4,144		(2,123)	(51.2%)
Data processing and software		1,458		1,661		(203)	(12.2%)		3,221		3,237		(16)	(0.5%)
Regulatory fees		803		501		302	60.3%		1,417		1,057		360	34.1%
Advertising, marketing and business development		366		510		(144)	(28.2%)		615		795		(180)	(22.6%)
Telephone and communications		349		550		(201)	(36.5%)		803		1,013		(210)	(20.7%)
Security and protection expense		170		537		(367)	(68.3%)		494		927		(433)	(46.7%)
Amortization of intangibles		172		186		(14)	(7.5%)		353		377		(24)	(6.4%)
Other expenses		2,204		1,480		724	48.9%		4,767		2,892		1,875	64.8%
Total noninterest expense	$	23,758	$	25,197	$	(1,439)	(5.7%)	$	48,410	$	48,482	$	(72)	(0.1%)

Noninterest expense decreased $1.4 million and $72,000 for the three and six months ended June 30, 2022, respectively, compared to the three and six months ended June 30, 2021.

The decrease in noninterest expense for the six months ended June 30, 2022, compared to the six months ended June 30, 2021, was primarily due to a $2.1 million decrease in professional and director fees, primarily related to BSA/AML compliance matters and legal fees, partially offset by higher salaries and employee benefits, primarily due to higher health insurance expense and $1.8 million of costs related to the pending merger with Allegiance.

The decrease in noninterest expense for the second quarter of 2022, compared to the second quarter of 2021, was primarily due to a $1.3 million decrease in professional and director fees, primarily related to BSA/AML compliance matters and decrease in legal fees, partially offset by $1.0 million of costs related to the pending merger with Allegiance.

Income Tax Expense

The amount of income tax expense is impacted by the amounts of pre-tax income, tax-exempt income and other nondeductible expenses. Income tax expense and effective tax rates for the periods indicated below were as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
(Dollars in thousands)	2022	2021	2022	2021
Income tax expense	$ 2,827	$ 2,692	$ 5,104	$ 5,177
Effective tax rate	19.45%	18.70%	18.62%	19.25%

The differences between the federal statutory rate of 21% and the effective tax rates presented in the table above were primarily related to tax exempt interest income, bank-owned life insurance and merger-related costs.

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Financial Condition

Total assets were $4.3 billion as of June 30, 2022, compared to $4.5 billion as of December 31, 2021. The decrease of $163.7 million, or 3.6%, was primarily due to a $466.2 million decrease in cash and cash equivalents, partially offset by a $125.0 million increase in securities and a $165.4 million increase in loans excluding loans held for sale. Total liabilities were $3.8 billion and $3.9 billion at June 30, 2022 and December 31, 2021, respectively. See further analysis in the related discussions that follow.


(Dollars in thousands)	June 30, 2022		December 31, 2021		Increase (Decrease)
Assets:
Loans excluding loans held for sale	$	3,032,914	$	2,867,524	$	165,390	5.8%
Allowance for credit losses		(32,087)		(31,345)		742	2.4%
Loans, net		3,000,827		2,836,179		164,648	5.8%
Cash and cash equivalents		483,966		950,146		(466,180)	(49.1%)
Securities		550,083		425,046		125,037	29.4%
Premises and equipment		56,010		58,417		(2,407)	(4.1%)
Goodwill		80,950		80,950		—	—
Other intangible assets		3,353		3,658		(305)	(8.3%)
Loans held for sale		—		164		(164)	(100.0%)
Operating lease right-to-use asset		11,324		11,191		133	1.2%
Other assets		135,790		120,250		15,540	12.9%
Total assets	$	4,322,303	$	4,486,001	$	(163,698)	(3.6%)
Liabilities:
Noninterest-bearing deposits	$	1,810,275	$	1,784,981	$	25,294	1.4%
Interest-bearing deposits		1,946,359		2,046,303		(99,944)	(4.9%)
Total deposits		3,756,634		3,831,284		(74,650)	(1.9%)
Federal Home Loan Bank advances		—		50,000		(50,000)	(100.0%)
Operating lease liabilities		14,169		14,142		27	0.2%
Other liabilities		24,821		28,450		(3,629)	(12.8%)
Total liabilities		3,795,624		3,923,876		(128,252)	(3.3%)
Shareholders' equity		526,679		562,125		(35,446)	(6.3%)
Total liabilities and shareholders' equity	$	4,322,303	$	4,486,001	$	(163,698)	(3.6%)

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Loan Portfolio

The components of the loan portfolio as of the dates indicated was as follows:


(Dollars in thousands)		June 30, 2022		December 31, 2021		Increase (Decrease)
Commercial and industrial:
Oil and gas	$		114,039	$	135,081	$	(21,042)	(15.6%)
Industrial construction			70,523		67,618		2,905	4.3%
Equipment rental			64,641		60,206		4,435	7.4%
Professional/medical			56,990		57,365		(375)	(0.7%)
Manufacturing			32,364		31,120		1,244	4.0%
PPP loans			9,157		54,262		(45,105)	(83.1%)
Other			233,729		228,732		4,997	2.2%
Total commercial and industrial			581,443		634,384		(52,941)	(8.3%)
Commercial real estate:
Non-owner occupied			628,190		581,229		46,961	8.1%
Owner occupied			486,146		443,853		42,293	9.5%
Oil and gas			67,284		66,887		397	0.6%
Total commercial real estate			1,181,620		1,091,969		89,651	8.2%
Construction and development:
Land and development			206,175		177,506		28,669	16.2%
Commercial			153,914		107,663		46,251	43.0%
Multi-family community development			134,083		119,363		14,720	12.3%
1-4 family - commercial			42,023		39,345		2,678	6.8%
1-4 family - primary			23,254		14,285		8,969	62.8%
Oil and gas			1,454		2,557		(1,103)	(43.1%)
Total construction and development			560,903		460,719		100,184	21.7%
Multi-family residential:
Multi-family community development			249,722		238,913		10,809	4.5%
Other			50,860		47,483		3,377	7.1%
Total multi-family residential			300,582		286,396		14,186	5.0%
Total commercial loans			2,624,548		2,473,468		151,080	6.1%
1-4 family residential			264,428		277,273		(12,845)	(4.6%)
Consumer			26,810		28,090		(1,280)	(4.6%)
Other loans			117,851		89,309		28,542	32.0%
Agriculture			8,036		7,941		95	1.2%
Other oil and gas loans			302		346		(44)	(12.7%)
Total gross loans			3,041,975		2,876,427		165,548	5.8%
Less deferred fees and unearned discount			(9,061)		(8,739)		(322)	3.7%
Less loans held for sale			—		(164)		164	(100.0%)
Loans excluding loans held for sale			3,032,914		2,867,524		165,390	5.8%
Less allowance for credit losses for loans			(32,087)		(31,345)		(742)	2.4%
Loans, net		$	3,000,827	$	2,836,179	$	164,648	5.8%

As of June 30, 2022, loans excluding loans held for sale were $3.0 billion, an increase of $165.4 million, or 5.8%, compared to December 31, 2021, primarily due to originations and line of credit drawdowns outpacing paydowns.

As of June 30, 2022, the Company had 49 loans outstanding funded under the Paycheck Protection Program, or PPP, under the CARES Act totaling $9.2 million. As of December 31, 2021, the Company had 330 PPP loans totaling $54.3 million. During the six months ended June 30, 2022, payments for PPP loans totaled $45.1 million.

As of June 30, 2022 and December 31, 2021, the Company’s loan portfolio included $183.1 million and $204.9 million, respectively, of loans directly or indirectly related to the oil and gas industry. Oil and gas loans are loans with revenue related to well-head, oil in the ground or extracting oil or gas, including any activity, product or service related to the oil and gas industry, such as exploration and production, drilling, equipment, services, midstream companies, service

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companies and commercial real estate companies with significant reliance on oil and gas companies.

As of June 30, 2022 and December 31, 2021, the Company’s loan portfolio included $383.8 million and $358.3 million, respectively, of community development loans, which fund Texas based projects to promote affordable housing.

The contractual maturity ranges of loans in the loan portfolio and the amount of such loans with fixed and variable interest rates in each maturity range as of the date indicated were as follows:



			1 Year		5 Years		After
(Dollars in thousands)	1 Year or Less		Through 5 Years		Through 15 Years		15 years		Total
June 30, 2022
Commercial and industrial:
Fixed rate	$	71,468	$	160,388	$	2,825	$	—	$	234,681
Variable rate		185,455		121,938		38,883		486		346,762
		256,923		282,326		41,708		486		581,443
Real estate:
Commercial real estate:
Fixed rate		70,598		505,985		66,640		—		643,223
Variable rate		22,550		303,267		192,484		20,096		538,397
		93,148		809,252		259,124		20,096		1,181,620
Construction and development:
Fixed rate		35,011		100,386		16,454		12,163		164,014
Variable rate		114,965		257,867		6,723		17,334		396,889
		149,976		358,253		23,177		29,497		560,903
1-4 family residential:
Fixed rate		3,438		39,276		20,271		103,615		166,600
Variable rate		779		2,674		13,244		81,131		97,828
		4,217		41,950		33,515		184,746		264,428
Multi-family residential:
Fixed rate		1,646		12,286		215,890		31,000		260,822
Variable rate		3,323		36,158		279		—		39,760
		4,969		48,444		216,169		31,000		300,582
Consumer:
Fixed rate		6,297		8,665		—		—		14,962
Variable rate		10,311		984		553		—		11,848
		16,608		9,649		553		—		26,810
Agriculture:
Fixed rate		4,929		1,115		—		—		6,044
Variable rate		1,964		28		—		—		1,992
		6,893		1,143		—		—		8,036
Other:
Fixed rate		1,655		778		350		—		2,783
Variable rate		24,074		87,069		4,227		—		115,370
		25,729		87,847		4,577		—		118,153
Total:
Fixed rate loans		195,042		828,879		322,430		146,778		1,493,129
Variable rate loans		363,421		809,985		256,393		119,047		1,548,846
Total gross loans	$	558,463	$	1,638,864	$	578,823	$	265,825	$	3,041,975

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Nonperforming Assets

Nonperforming assets include nonaccrual loans, loans that are accruing over 90 days past due and foreclosed assets. Generally, loans are placed on nonaccrual status when they become more than 90 days past due and/or the collection of principal or interest is in doubt. The components of nonperforming assets as of the dates indicated were as follows:



(Dollars in thousands)	June 30, 2022		December 31, 2021
Nonaccrual loans	$	28,273	$	22,568
Accruing loans 90 or more days past due		—		—
Total nonperforming loans		28,273		22,568
Foreclosed assets		—		—
Total nonperforming assets	$	28,273	$	22,568
Total assets	$	4,322,303	$	4,486,001
Loans excluding loans held for sale		3,032,914		2,867,524
Allowance for credit losses for loans		32,087		31,345
Allowance for credit losses for loans to nonaccrual loans		113.49%		138.89%
Nonperforming loans to loans excluding loans held for sale		0.93%		0.79%
Nonperforming assets to total assets		0.65%		0.50%

Nonperforming assets were $28.3 million, or 0.65% of total assets, as of June 30, 2022 and $22.6 million, or 0.50% of total assets, as of December 31, 2021. Nonperforming assets increased $5.7 million during the six months ended June 30, 2022, primarily due to two loans that were downgraded to nonaccrual.

Troubled Debt Restructurings

Loans restructured due to the borrower’s financial difficulties, or troubled debt restructurings, during the six months ended June 30, 2022 and 2021, which remained outstanding as of the end of those periods were as follows:


				Post-modification Recorded Investment
										Extended
										Maturity,
		Pre-modification						Extended		Restructured
		Outstanding						Maturity and		Payments
	Number	Recorded		Restructured		Extended		Restructured		and Adjusted
(Dollars in thousands)	of Loans	Investment		Payments		Maturity		Payments		Interest Rate
June 30, 2022
Commercial and industrial	8	$	3,915	$	1,093	$	—	$	—	$	2,822
Real estate:
Commercial real estate	2		2,273		—		—		2,040		245
Construction and development	3		431		—		—		431		—
Total	13	$	6,619	$	1,093	$	—	$	2,471	$	3,067
June 30, 2021
Commercial and industrial	3	$	3,256	$	3,256	$	—	$	—	$	—
Real estate:
Commercial real estate	1		1,206		1,206		—		—		—
1-4 family residential	1		1,548		1,548		—		—		—
Total	5	$	6,010	$	6,010	$	—	$	—	$	—

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Risk Gradings

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio and methodology for calculating the ACL, management assigns and tracks risk gradings as described below that are used as credit quality indicators.

The internal ratings of loans as of the periods indicated were as follows:


			Special
(Dollars in thousands)	Pass		Mention		Substandard		Total
June 30, 2022
Commercial and industrial	$	565,466	$	—	$	15,977	$	581,443
Real estate:
Commercial real estate		1,142,040		—		39,580		1,181,620
Construction and development		552,467		468		7,968		560,903
1-4 family residential		259,500		—		4,928		264,428
Multi-family residential		300,582		—		—		300,582
Consumer		26,600		—		210		26,810
Agriculture		7,976		—		60		8,036
Other		118,108		—		45		118,153
Total gross loans	$	2,972,739	$	468	$	68,768	$	3,041,975


			Special
(Dollars in thousands)	Pass		Mention		Substandard		Total
December 31, 2021
Commercial and industrial	$	613,419	$	3,482	$	17,483	$	634,384
Real estate:
Commercial real estate		1,038,401		8,855		44,713		1,091,969
Construction and development		447,533		470		12,716		460,719
1-4 family residential		272,217		—		5,056		277,273
Multi-family residential		286,396		—		—		286,396
Consumer		27,865		—		225		28,090
Agriculture		7,899		—		42		7,941
Other		89,655		—		—		89,655
Total gross loans	$	2,783,385	$	12,807	$	80,235	$	2,876,427

During the six months of 2022, loans with an internal rating of pass increased $189.4 million primarily due to new originations, loans with an internal rating of special mention decreased $12.3 million primarily due to a loan payoff and several loans upgraded to pass and loans with an internal rating of substandard decreased $11.5 million primarily due to payoffs and a loan upgraded to pass during the same period.

Allowance for Credit Losses

The Company maintains an ACL that represents management’s best estimate of the expected credit losses and risks inherent in the loan portfolio. The amount of the ACL should not be interpreted as an indication that charge-offs in future periods will necessarily occur in those amounts. In determining the ACL, the Company estimates losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the ACL is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current and forecasted economic factors and the estimated impact of current economic conditions on certain historical loan loss rates. Please refer to “Part I—Item 1.—Financial Statements—Note 6.”

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The ACL by loan category as of the dates indicated was as follows:



	June 30, 2022				December 31, 2021
(Dollars in thousands)	Amount		Percent		Amount		Percent
Commercial and industrial	$	9,730	30.3	%	$	11,214	35.7	%
Real estate:
Commercial real estate		11,708	36.5	%		11,015	35.1	%
Construction and development		4,243	13.2	%		3,310	10.6	%
1-4 family residential		2,071	6.5	%		2,105	6.7	%
Multi-family residential		1,925	6.0	%		1,781	5.7	%
Consumer		391	1.2	%		406	1.3	%
Agriculture		88	0.3	%		88	0.3	%
Other		1,931	6.0	%		1,426	4.6	%
Total allowance for credit losses for loans	$	32,087	100.0	%	$	31,345	100.0	%
Loans excluding loans held for sale		3,032,914				2,867,524
ACL for loans to loans excluding loans held for sale		1.06%				1.09%

The ACL for loans was $32.1 million, or 1.06% of loans excluding loans held for sale, at June 30, 2022, compared to $31.3 million, or 1.09% of loans excluding loans held for sale, at December 31, 2021. The increase in the ACL from December 31, 2021 to June 30, 2022 was primarily due to the increase in the loan portfolio.

Activity in the ACL for loans for the periods indicated was as follows:


		Six Months Ended June 30,
(Dollars in thousands)		2022		2021
Beginning balance		$	31,345	$	40,637
Provision (recapture):
Commercial and industrial			(1,778)		(1,083)
Real estate:
	Commercial real estate		693		(538)
	Construction and development		933		(1,636)
	1-4 family residential		(31)		(406)
	Multi-family residential		144		(131)
Consumer			43		(46)
Agriculture			(10)		(64)
Other			505		—
Total provision (recapture)			499		(3,904)
Net (charge-offs) recoveries:
Commercial and industrial			294		308
Real estate:
	1-4 family residential		(3)		—
Consumer			(58)		100
Agriculture			10		42
Total net (charge-offs) recoveries			243		450
Ending balance		$	32,087	$	37,183
Total average loans			2,892,079		2,868,463
Net charge-offs (recoveries) to total average loans			(0.02%)		(0.03%)

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Annualized net charge-off (recoveries) to average loans by loan category for the periods indicated below were as follows:


	Six Months Ended June 30,
(Dollars in thousands)		2022	2021
Commercial and industrial		(0.20%)	(0.09%)
Consumer		0.85%	(0.62%)
Agriculture		(0.56%)	(1.00%)

The ACL for unfunded commitments was $3.3 million at both June 30, 2022 and December 31, 2021.

Securities

The amortized cost, related gross unrealized gains and losses and fair values of investments in securities as of the dates indicated below were as follows:


			Gross		Gross
	Amortized		Unrealized		Unrealized
(Dollars in thousands)	Cost		Gains		Losses		Fair Value
June 30, 2022
Debt securities available for sale:
State and municipal securities	$	175,956	$	36	$	(29,001)	$	146,991
U.S. Treasury securities		110,820		—		(2,617)		108,203
U.S. agency securities:
Callable debentures		3,000		—		(264)		2,736
Collateralized mortgage obligations		100,569		123		(8,339)		92,353
Mortgage-backed securities		217,907		54		(19,248)		198,713
Equity securities		1,197		—		(110)		1,087
Total	$	609,449	$	213	$	(59,579)	$	550,083
December 31, 2021
Debt securities available for sale:
State and municipal securities	$	168,541	$	4,451	$	(392)	$	172,600
U.S. Treasury securities		11,888		—		(91)		11,797
U.S. agency securities:
Callable debentures		3,000		—		(27)		2,973
Collateralized mortgage obligations		63,129		115		(862)		62,382
Mortgage-backed securities		173,446		1,805		(1,130)		174,121
Equity securities		1,189		—		(16)		1,173
Total	$	421,193	$	6,371	$	(2,518)	$	425,046

As of June 30, 2022, the fair value of the Company’s securities totaled $550.1 million, compared to $425.0 million as of December 31, 2021, an increase of $125.1 million. Amortized cost increased $188.3 million during 2022, primarily as a result of purchases totaling $512.6 million outpacing maturities, calls and paydowns totaling $323.9 million. Net unrealized losses on the securities portfolio were $59.3 million at June 30, 2022, compared to a net unrealized gains of $3.9 million at December 31, 2021. This decrease of $63.2 million was due to a reduction in fair value as a result of interest rate increases and anticipated increases.

The Company’s mortgage-backed securities at June 30, 2022 and December 31, 2021 were agency securities. The Company does not hold any Federal National Mortgage Loan Association, or Fannie Mae, or Federal Home Mortgage Corporation, or Freddie Mac, preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, Alt-A or second lien elements in the securities portfolio.

The weighted-average life of the securities portfolio was 7.4 years with an estimated modified duration of 6.1 years as of June 30, 2022. See “Part I—Item 1.—Financial Statements—Note 2” for securities by contractual maturity.

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Weighted-average yields by security type and maturity based on estimated annual income divided by the average amortized cost of the Company’s available for sale securities portfolio as of the date indicated was as follows:


(Dollars in thousands)	1 Year or Less	After 1 Year to 5 Years	After 5 Years to 10 Years	After 10 Years	Total
June 30, 2022
Debt securities:
State and municipal securities	—	2.20%	2.58%	2.18%	2.22%
U.S. Treasury securities	1.28%	1.43%	1.25%	—	1.37%
U.S. agency securities:
Callable debentures	—	—	1.37%	—	1.37%
Collateralized mortgage obligations	—	—	2.35%	2.22%	2.22%
Mortgage-backed securities	—	3.50%	2.81%	2.00%	2.10%
Equity securities:	1.25%	—	—	—	1.25%
Total securities	1.28%	1.46%	2.46%	2.11%	2.02%

At June 30, 2022 and December 31, 2021, securities with a carrying amount of approximately $26.2 million and $25.6 million, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.

Deposits

Total deposits as of June 30, 2022 were $3.8 billion, a decrease of $74.7 million, or 1.9%, compared to December 31, 2021. Noninterest-bearing deposits as of June 30, 2022 were $1.8 billion, an increase of $25.3 million, or 1.4%, compared to December 31, 2021. Total interest-bearing account balances as of June 30, 2022 were $1.9 billion, a decrease of $99.9 million, or 4.9%, from December 31, 2021, primarily due to decreases in interest-bearing demand deposits and money market accounts, partially offset by increases in certificates and other time deposits and savings accounts.

The components of deposits as of the dates indicated below were as follows:



(Dollars in thousands)	June 30, 2022		December 31, 2021		Increase (Decrease)
Interest-bearing demand accounts	$	445,149	$	468,361	$	(23,212)	(5.0%)
Money market accounts		1,109,265		1,209,659		(100,394)	(8.3%)
Savings accounts		130,713		127,031		3,682	2.9%
Certificates and other time deposits, $100,000 or greater		169,616		134,775		34,841	25.9%
Certificates and other time deposits, less than $100,000		91,616		106,477		(14,861)	(14.0%)
Total interest-bearing deposits		1,946,359		2,046,303		(99,944)	(4.9%)
Noninterest-bearing deposits		1,810,275		1,784,981		25,294	1.4%
Total deposits	$	3,756,634	$	3,831,284	$	(74,650)	(1.9%)

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The scheduled maturities of uninsured certificates of deposit or other time deposits as of the date indicated were as follows:



(Dollars in thousands)	June 30, 2022
Three months or less	$	52,767
Over three months through six months		13,896
Over six months through 12 months		18,354
Over 12 months		24,346
Total	$	109,363

Securities pledged which secure certain public deposits were not considered in determining the amount of uninsured deposits.

Cash and Equivalents

Cash and equivalents decreased $466.2 million during the six months ended June 30, 2022, primarily due to increases in loans, purchases of securities, net deposit outflows and repayment of Federal Home Loan Bank advances.

Other Assets

Other assets increased $15.5 million from December 31, 2021 to June 30, 2022, primarily due to a $12.7 million increase in net deferred tax assets resulting from an increase in the deferred tax asset related to unrealized losses on the Company’s available for sale securities and a $2.6 million increase in the fair value of the Company’s interest rate swap contracts.

Liquidity and Capital Resources

The Company monitors its liquidity and may seek to obtain additional financing to further support its business if necessary. The Company’s primary source of funds has been customer deposits and the primary use of funds has been funding of loans.

As of June 30, 2022, the Company had $484.0 million in cash and cash equivalents and $550.1 million of securities, which are considered to be liquid assets, compared to $950.1 million in cash and cash equivalents and $425.0 million of securities as of December 31, 2021. This decrease in liquid assets of $341.1 million during the first six months of 2022 was primarily due to a $74.7 million decrease in deposits, an increase of $164.6 million in loans excluding loans held for sale and repayment of $50.0 million of Federal Home Loan Bank advances.

Historically, the cost of the Company’s deposits has been lower than other sources of funds available. Average rates paid for the three and six months ended June 30, 2022 were computed on an annualized basis. Average balances and average rates paid on deposits for the periods indicated were as follows:


	Six Months Ended June 30, 2022				Year Ended December 31, 2021
(Dollars in thousands)	Average Balance		Average Rate		Average Balance		Average Rate
Interest-bearing demand accounts	$	445,338	0.05	%	$	391,388	0.05	%
Money market accounts		1,161,747	0.27	%		1,094,042	0.27	%
Savings accounts		129,032	0.03	%		115,972	0.03	%
Certificates and other time deposits, $100,000 or greater		145,851	0.32	%		142,605	0.37	%
Certificates and other time deposits, less than $100,000		97,610	0.84	%		126,141	1.07	%
Total interest-bearing deposits		1,979,578	0.24	%		1,870,148	0.27	%
Noninterest-bearing deposits		1,794,239	—			1,603,006	—
Total deposits	$	3,773,817	0.13	%	$	3,473,154	0.14	%

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The ratio of average noninterest-bearing deposits to average total deposits was 47.5% for the three and six months ended June 30, 2022 and 46.2% for the year ended December 31, 2021.

In addition to the liquid assets discussed above, the Company had $1.1 billion and $1.0 billion of available funds under various borrowing arrangements at June 30, 2022 and December 31, 2021, respectively. See “Part I—Item 1.—Financial Statements—Note 11” for additional details of these arrangements. At June 30, 2022, the capacity, amounts outstanding and availability under these arrangements were as follows:


(Dollars in thousands)	Capacity		Outstanding⁽¹⁾		Availability
Federal Home Loan Bank Facility	$	1,086,257	$	(26,000)	$	1,060,257
Loan Agreement		30,000		—		30,000
Federal Funds		45,000		—		45,000
Total	$	1,161,257	$	(26,000)	$	1,135,257

(1)	Outstanding amount for the Federal Home Loan Bank Facility includes $26.0 million of letters of credit pledged to secure public funds’ deposit balances.

The composition of funding sources and uses as a percentage of average total assets for the periods indicated was as follows:



	June 30, 2022		December 31, 2021
Sources of funds:
Deposits:
Interest-bearing	45.0	%	45.2	%
Noninterest-bearing	40.8	%	38.8	%
Federal Home Loan Bank advances	0.6	%	1.2	%
Other liabilities	1.1	%	1.3	%
Shareholders’ equity	12.5	%	13.5	%
Total sources	100.0	%	100.0	%
Uses of funds:
Loans	65.8	%	67.4	%
Securities	12.1	%	7.8	%
Interest-bearing deposits at other financial institutions	15.4	%	17.7	%
Equity securities	0.3	%	0.4	%
Other noninterest-earning assets	6.4	%	6.7	%
Total uses	100.0	%	100.0	%
Average loans to average deposits	76.6	%	80.2	%

A portion of the Company’s liquidity capacity will be used for contractual obligations entered into in the normal course of business, such as obligations for operating leases, certificates of deposits and borrowings. Future cash payments associated with the Company’s contractual obligations as of the dates indicated were as follows:




	1 Year		Over 1 Year		Greater
(Dollars in thousands)	or Less		to 3 Years		than 3 Years		Total
June 30, 2022
Non-cancellable future operating leases	$	1,780	$	3,874	$	11,083	$	16,737
Certificates of deposit		205,293		44,814		11,125		261,232
Total	$	207,073	$	48,688	$	22,208	$	277,969
December 31, 2021
Federal Home Loan Bank advances	$	10,000	$	40,000	$	—	$	50,000
Non-cancellable future operating leases		1,812		3,823		11,164		16,799
Certificates of deposit		162,153		68,956		10,143		241,252
Total	$	173,965	$	112,779	$	21,307	$	308,051

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As of June 30, 2022, the Company had no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature.

The Company also enters into commitments to extend credit and standby letters of credit to meet customer financing needs and, in accordance with GAAP, these commitments are not reflected as liabilities in the consolidated balance sheets. Due to the nature of these commitments, the amounts disclosed in the table below 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. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to the Company’s customers.

Commitments to extend credit and standby letters of credit expiring by period as of the dates indicated were as follows:



	1 Year		Over 1 Year		Greater
(Dollars in thousands)	or Less		to 3 Years		than 3 Years		Total
June 30, 2022
Commitments to extend credit	$	463,732	$	384,371	$	54,709	$	902,812
Standby letters of credit		8,983		853		—		9,836
Total	$	472,715	$	385,224	$	54,709	$	912,648
December 31, 2021
Commitments to extend credit	$	400,006	$	293,606	$	81,348	$	774,960
Standby letters of credit		16,532		1,415		162		18,109
Total	$	416,538	$	295,021	$	81,510	$	793,069

As a general matter, Federal Deposit Insurance Corporation, or FDIC, insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. The Company and the Bank are both subject to regulatory capital requirements. At June 30, 2022 and December 31, 2021, the Company and the Bank were in compliance with all applicable regulatory capital requirements at the bank holding company and bank levels, and the Bank was classified as “well capitalized” for purposes of the FDIC’s prompt corrective action regulations. The OCC or the FDIC may require the Bank to maintain capital ratios above the required minimums and the Federal Reserve may require the Company to maintain capital ratios above the required minimums. See “Part I—Item 1.—Financial Statements—Note 19.”

Interest Rate Sensitivity and Market Risk

Market risk refers to the risk of loss arising from adverse changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates and prices. As a financial institution, the Company’s primary component of market risk is interest rate risk due to future interest rate changes. Fluctuations in interest rates impact both income and expense recorded on most of the Company’s assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short-term to maturity period.

The Company manages exposure to interest rates by structuring its balance sheet in the ordinary course of business. The Company does not enter into instruments such as leveraged derivatives, financial options, financial future contracts or forward delivery contracts to reduce interest rate risk. The Company enters into interest rate swaps as an accommodation to customers. The Company is not subject to foreign exchange or commodity price risk and does not own any trading assets.

The Company has asset, liability and funds management policies that provide the guidelines for effective funds management and has established a measurement system for monitoring the net interest rate sensitivity position. The Company’s exposure to interest rate risk is managed by the Funds Management Committee of the Bank. The committee formulates strategies based on appropriate levels of interest rate risk with consideration of the impact on earnings and

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capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The committee meets regularly to review, among other things, the relationships between interest-earning assets and interest-bearing liabilities, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity.

The Company uses interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model, as are prepayment assumptions, maturity data and call options within the investment portfolio. Average life of non-maturity deposit accounts are based on standard regulatory decay assumptions and are incorporated into the model. The assumptions used are inherently uncertain and the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results may differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various strategies.

On a quarterly basis, two simulation models are run, including a static balance sheet and dynamic growth balance sheet. These models test the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. The results from these models are impacted by the behavior of interest-rate sensitive assets and liabilities as well as the mixture of those assets and liabilities. Under the static and dynamic growth models, rates are shocked instantaneously and ramped rate changes over a 12-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. The Company’s internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net income at risk for the subsequent one-year period should not decline by more than 10.0% for a 100-basis point shift, 20.0% for a 200-basis point shift and 30.0% for a 300-basis point shift.

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Simulated change in net interest income and fair value of equity over a 12-month horizon as of the dates indicated below were as follows:


	June 30, 2022				December 31, 2021
Change in Interest	Percent Change in		Percent Change		Percent Change in		Percent Change
Rates (Basis Points)	Net Interest Income		Fair Value of Equity		Net Interest Income		Fair Value of Equity
+ 300	13.2	%	(1.6)	%	25.4	%	6.7	%
+ 200	9.2	%	1.7	%	16.9	%	13.0	%
+ 100	5.0	%	2.6	%	7.9	%	8.8	%
Base	—	%	—	%	—	%	—	%
−100	(10.9)	%	(12.7)	%	(2.5)	%	(37.2)	%

The Company's model simulation as of June 30, 2022 indicates that its projected balance sheet was less asset sensitive in comparison to its balance sheet as of December 31, 2021. The shift to a less asset sensitive position was primarily due to the deployment of interest-bearing cash deposits (primarily amounts held in an interest-bearing account at the Federal Reserve) to originate loan growth during the second quarter 2022 and deposit balance run off that resulted in an increase to the economic value of equity. This combined with the recent interest rate increases from the Fed resulted in less sensitivity to future rate increases and more sensitive to downward rate movements.

LIBOR Transition

LIBOR was used as an index rate for a majority of the Company’s interest-rate swaps and approximately 5.1% of the Company’s loans at June 30, 2022. In March 2021, the UK Financial Conduct authority formally confirmed that a number of U.S. dollar LIBOR rates will be available until the end of June 2023 to support the rundown of legacy contracts. The Company’s transition away from LIBOR may span several reporting periods through June 2023.

The Company’s loans that remain indexed to LIBOR are primarily participations and syndications where the Company is not the lead agent bank and the transition away from LIBOR is dependent on the lead agent bank. The Company is in active discussions with the lead agent banks regarding these loans indexed to LIBOR. These lead agent banks have LIBOR transition programs in place to assist in the transition from LIBOR. The Company’s interest-rate swaps are paired swaps and the interest-rate swaps are established by dealers that have many such agreements and have established or will establish fallback language to transition away from LIBOR.

If not sufficiently planned for, the discontinuation of LIBOR could result in financial, operational, legal, reputational or compliance risks to the Company. One of the major identified risks is inadequate fallback language in various existing instruments’ contracts that may result in issues establishing the alternative index and adjusting the margin as applicable. The Company continues to monitor this activity and evaluate the related risks to its business.

Non-GAAP Financial Measures

The Company’s accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, the Company also evaluates its performance based on certain additional non-GAAP financial measures. The Company classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are not included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating, other statistical measures or ratios calculated using exclusively financial measures calculated in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the way the Company calculates non-GAAP financial measures may differ from that of other companies reporting measures with similar names.

The Company calculates tangible equity as total shareholders’ equity, less goodwill and other intangible assets, net of accumulated amortization, and tangible book value per share as tangible equity divided by shares of common stock outstanding at the end of the relevant period. The most directly comparable GAAP financial measure for tangible book value per share is book value per share. The Company calculates tangible assets as total assets less goodwill and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible

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equity to tangible assets is total shareholders’ equity to total assets. The Company believes that tangible book value per share and tangible equity to tangible assets are measures that are important to many investors in the marketplace who are interested in book value per share and total shareholders’ equity to total assets, exclusive of change in intangible assets.

The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible equity, total assets to tangible assets and presents book value per share, tangible book value per share, total shareholders’ equity to total assets and tangible equity to tangible assets:


(Dollars in thousands, except per share data)	June 30, 2022		December 31, 2021
Tangible Equity
Total shareholders’ equity	$	526,679	$	562,125
Adjustments:
Goodwill		(80,950)		(80,950)
Other intangibles		(3,353)		(3,658)
Tangible equity	$	442,376	$	477,517
Tangible Assets
Total assets	$	4,322,303	$	4,486,001
Adjustments:
Goodwill		(80,950)		(80,950)
Other intangibles		(3,353)		(3,658)
Tangible assets	$	4,238,000	$	4,401,393
Common shares outstanding		24,425		24,488
Book value per share	$	21.56	$	22.96
Tangible book value per share	$	18.11	$	19.50
Total shareholders’ equity to total assets		12.19%		12.53%
Tangible equity to tangible assets		10.44%		10.85%

Critical Accounting Policies

The Company’s accounting policies are described in “Part II—Item 8.—Financial Statements and Supplementary Data—Note 1” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s accounting policies that it considers critical because they involve a higher degree of judgment and complexity are described in “Part II—Item 7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the Jump Start Our Business Start-ups, or JOBS Act. As an emerging growth company, the Company has taken advantage of reduced reporting and other requirements that are otherwise generally applicable to public companies. Emerging growth company are:

●

exempt from the requirement to obtain an attestation and report from the Company’s auditors on management’s assessment of internal control over financial reporting under the Sarbanes-Oxley Act of 2002;

●

permitted to have an extended transition period for adopting any new or revised accounting standards that may be issued by the Financial Accounting Standards Board or by the Securities and Exchange Commission;

●

permitted to provide less extensive disclosure about the Company’s executive compensation arrangements; and

●

not required to give shareholders nonbinding advisory votes on executive compensation or golden parachute arrangements.

The Company will lose its emerging growth status December 31, 2022, which is the end of the fiscal year in which the fifth anniversary of its initial public offering occurs.

Recently Issued Accounting Pronouncements

See “Part I—Item 1.—Financial Statements—Note 1.”

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

See “Part I—Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Interest Rate Sensitivity and Market Risk” for a discussion of how the Company manages market risk.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures—As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in internal control over financial reporting—There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not currently subject to any material legal proceedings. The Company is from time to time subject to claims and litigation arising in the ordinary course of business.

At this time, in the opinion of management, the likelihood is remote that the impact of such proceedings, either individually or in the aggregate, would have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially and adversely affect the Company’s reputation, even if resolved in the Company’s favor.

Item 1A. Risk Factors

There have been no material changes in the risk factors as disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

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

Unregistered Sales of Equity Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In 2021, the Company’s Board of Directors authorized a share repurchase program, or the 2021 Repurchase Program, under which the Company may repurchase up to $40.0 million of the Company’s common stock starting September 16, 2021 through September 30, 2022.

Repurchases under the 2021 Repurchase Program may be made from time to time at the Company’s discretion in open market transactions, through block trades, in privately negotiated transactions, and pursuant to any trading plan that

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may be adopted by the Company’s management in accordance with Rule 10b5-1 of the Exchange Act or otherwise. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time.

The following table provides information with respect to purchases of shares of the Company’s common stock during the three months ended June 30, 2022 that the Company made or were made on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act.



					Shares Purchased	Number of Shares That
	Total Number of		Average Price		as Part of Publicly	May Yet be Purchased
Period	Shares Purchased		Paid per Share		Announced Plan⁽²⁾	Under the Plan⁽³⁾
April 1, 2022 - April 30, 2022	89	⁽¹⁾		$ 28.00	—	1,402,525
May 1, 2022 -May 31, 2022	528	⁽¹⁾		$ 26.83	—	1,407,460
June 1, 2022 - June 30, 2022	93,415	⁽²⁾		$ 27.66	93,415	1,407,057
Total	94,032			$ 27.65	93,415

(1)

Represents shares employees have elected to have withheld to satisfy their tax liabilities related to options exercised or restricted stock vested or to pay the exercise price of the options as allowed under the Company’s stock compensation plans. When this settlement method is elected by the employee, the Company repurchases the shares withheld upon vesting of the award stock.

(2)

Purchased under the 2021 Repurchase Program described above.

(3)

Computed based on the closing share price of the Company’s common stock as of the end of each period shown.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit
Number		Description of Exhibit

3.1	First Amended and Restated Certificate of Formation of CBTX, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the Commission on October 13, 2017, File No. 333-220930)

3.2		Second Amended and Restated Bylaws of CBTX, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 filed with the Commission on October 13, 2017, File No. 333-220930)

4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 filed with the Commission on October 13, 2017, File No. 333-220930)

31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934

31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101*		The following materials from CBTX’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

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

†	Indicates a management contract or compensatory plan.

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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.


		CBTX, INC.
		(Registrant)



Date: July 28, 2022		/s/ Robert R. Franklin, Jr.
		Robert R. Franklin, Jr.
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)



Date: July 28, 2022		/s/ Robert T. Pigott, Jr.
		Senior Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)