Triumph Financial, Inc. - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2019

☐	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 001-36722

TRIUMPH BANCORP, INC.

(Exact name of registrant as specified in its charter)

Texas

20-0477066

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(Address of principal executive offices)

(214) 365-6900

(Registrant’s telephone number, including area code)

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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Common Stock — $0.01 par value, 26,205,591 shares, as of July 17, 2019.

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

TBK

NASDAQ Global Select Market

TRIUMPH BANCORP, INC.

FORM 10-Q

June 30, 2019

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	2
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Changes in Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Condensed Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	77
Item 4.	Controls and Procedures	78

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	78
Item 1A.	Risk Factors	78
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	79
Item 6.	Exhibits	80

PART I – FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 30, 2019 and December 31, 2018

(Dollar amounts in thousands)

	June 30,			December 31,
	2019			2018
	(Unaudited)
ASSETS
Cash and due from banks	$	74,675		$	96,218
Interest bearing deposits with other banks		134,630			138,721
Total cash and cash equivalents		209,305			234,939
Securities - equity investments		5,479			5,044
Securities - available for sale		329,991			336,423
Securities - held to maturity, fair value of $7,283 and $7,326, respectively		8,573			8,487
Loans held for sale		2,877			2,106
Loans, net of allowance for loan and lease losses of $29,416 and $27,571, respectively		3,806,487			3,581,073
Federal Home Loan Bank stock, at cost		18,037			15,943
Premises and equipment, net		84,998			83,392
Other real estate owned, net		3,351			2,060
Goodwill		158,743			158,743
Intangible assets, net		35,925			40,674
Bank-owned life insurance		40,847			40,509
Deferred tax assets, net		7,278			8,438
Other assets		71,298			41,948
Total assets	$	4,783,189		$	4,559,779
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Noninterest bearing	$	684,223		$	724,527
Interest bearing		2,974,755			2,725,822
Total deposits		3,658,978			3,450,349
Customer repurchase agreements		12,788			4,485
Federal Home Loan Bank advances		305,000			330,000
Subordinated notes		48,983			48,929
Junior subordinated debentures		39,320			39,083
Other liabilities		74,758			50,326
Total liabilities		4,139,827			3,923,172
Commitments and contingencies - See Note 8 and Note 9
Stockholders' equity - See Note 12
Common stock, 26,198,308 and 26,949,936 shares outstanding, respectively		271			271
Additional paid-in-capital		471,145			469,341
Treasury stock, at cost		(27,468	)		(2,288	)
Retained earnings		198,004			170,486
Accumulated other comprehensive income (loss)		1,410			(1,203	)
Total stockholders’ equity		643,362			636,607
Total liabilities and stockholders' equity	$	4,783,189		$	4,559,779

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Three and Six Months Ended June 30, 2019 and 2018

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019		2018
Interest and dividend income:
Loans, including fees	$	47,910	$	38,148		$	93,004	$	75,031
Factored receivables, including fees		25,558		20,791			50,114		36,094
Securities		2,667		1,179			5,311		2,489
FHLB stock		146		101			338		206
Cash deposits		1,022		1,030			1,800		1,547
Total interest income		77,303		61,249			150,567		115,367
Interest expense:
Deposits		10,010		4,631			18,228		8,908
Subordinated notes		839		838			1,678		1,675
Junior subordinated debentures		744		713			1,504		1,310
Other borrowings		2,291		1,810			4,427		3,087
Total interest expense		13,884		7,992			25,837		14,980
Net interest income		63,419		53,257			124,730		100,387
Provision for loan losses		3,681		4,906			4,695		7,454
Net interest income after provision for loan losses		59,738		48,351			120,035		92,933
Noninterest income:
Service charges on deposits		1,700		1,210			3,306		2,355
Card income		2,071		1,394			3,915		2,638
Net OREO gains (losses) and valuation adjustments		148		(528	)		357		(616	)
Net gains (losses) on sale of securities		14		—			3		(272	)
Fee income		1,519		1,121			3,131		1,921
Insurance commissions		961		819			1,880		1,533
Gain on sale of subsidiary or division		—		—			—		1,071
Other		1,210		929			2,569		1,487
Total noninterest income		7,623		4,945			15,161		10,117
Noninterest expense:
Salaries and employee benefits		28,120		20,527			54,559		39,931
Occupancy, furniture and equipment		4,502		3,014			9,024		6,068
FDIC insurance and other regulatory assessments		303		383			602		582
Professional fees		1,550		2,078			3,415		3,718
Amortization of intangible assets		2,347		1,361			4,749		2,478
Advertising and promotion		1,796		1,300			3,400		2,329
Communications and technology		4,988		3,271			9,862		6,630
Other		7,098		5,469			13,659		9,709
Total noninterest expense		50,704		37,403			99,270		71,445
Net income before income tax expense		16,657		15,893			35,926		31,605
Income tax expense		3,927		3,508			8,408		7,152
Net income		12,730		12,385			27,518		24,453
Dividends on preferred stock		—		(193	)		—		(383	)
Net income available to common stockholders	$	12,730	$	12,192		$	27,518	$	24,070
Earnings per common share
Basic	$	0.48	$	0.48		$	1.04	$	1.04
Diluted	$	0.48	$	0.47		$	1.03	$	1.02

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Six Months Ended June 30, 2019 and 2018

(Dollar amounts in thousands)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net income	$	12,730		$	12,385		$	27,518		$	24,453
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period		1,511			(181	)		3,402			(1,889	)
Reclassification of amount realized through sale of securities		(14	)		—			(3	)		272
Tax effect		(347	)		42			(786	)		364
Total other comprehensive income (loss)		1,150			(139	)		2,613			(1,253	)
Comprehensive income	$	13,880		$	12,246		$	30,131		$	23,200

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2019 and 2018

(Dollar amounts in thousands)

(Unaudited)

	Preferred Stock		Common Stock								Treasury Stock								Accumulated
	Liquidation							Additional											Other			Total
	Preference		Shares			Par		Paid-in-			Shares					Retained			Comprehensive			Stockholders'
	Amount		Outstanding			Amount		Capital			Outstanding		Cost			Earnings			Income (Loss)			Equity
Balance, January 1, 2018	$	9,658		20,820,445		$	209	$	264,855			91,951	$	(1,784	)	$	119,356		$	(596	)	$	391,698
Issuance of restricted stock awards		—		5,492			—		—			—		—			—			—			—
Stock based compensation		—		—			—		486			—		—			—			—			486
Forfeiture of restricted stock awards		—		(1,574	)		—		69			1,574		(69	)		—			—			—
Stock option exercises, net		—		146			—		(4	)		—		—			—			—			(4	)
Dividends on preferred stock		—		—			—		—			—		—			(190	)		—			(190	)
Net income		—		—			—		—			—		—			12,068			—			12,068
Other comprehensive income (loss)		—		—			—		—			—		—			—			(1,114	)		(1,114	)
Balance, March 31, 2018	$	9,658		20,824,509		$	209	$	265,406			93,525	$	(1,853	)	$	131,234		$	(1,710	)	$	402,944
Issuance of common stock, net of issuance costs		—		5,405,000			54		191,999			—		—			—			—			192,053
Issuance of restricted stock awards		—		39,798			1		(1	)		—		—			—			—			—
Stock based compensation		—		—			—		567			—		—			—			—			567
Forfeiture of restricted stock awards		—		(218	)		—		9			218		(9	)		—			—			—
Stock option exercises, net		—		1,220			—		—			—		—			—			—			—
Purchase of treasury stock		—		(9,524	)		—		—			9,524		(392	)		—			—			(392	)
Dividends on preferred stock		—		—			—		—			—		—			(193	)		—			(193	)
Net income		—		—			—		—			—		—			12,385			—			12,385
Other comprehensive income (loss)		—		—			—		—			—		—			—			(139	)		(139	)
Balance, June 30, 2018	$	9,658		26,260,785		$	264	$	457,980			103,267	$	(2,254	)	$	143,426		$	(1,849	)	$	607,225

Balance, January 1, 2019	$	—		26,949,936		$	271	$	469,341			104,063	$	(2,288	)	$	170,486		$	(1,203	)	$	636,607
Issuance of restricted stock awards		—		8,063			—		—			—		—			—			—			—
Stock based compensation		—		—			—		911			—		—			—			—			911
Forfeiture of restricted stock awards		—		(1,276	)		—		40			1,276		(40	)		—			—			—
Purchase of treasury stock		—		(247,312	)		—		—			247,312		(7,553	)		—			—			(7,553	)
Net income		—		—			—		—			—		—			14,788			—			14,788
Other comprehensive income (loss)		—		—			—		—			—		—			—			1,463			1,463
Balance, March 31, 2019	$	—		26,709,411		$	271	$	470,292			352,651	$	(9,881	)	$	185,274		$	260		$	646,216
Issuance of restricted stock awards		—		85,503			—		—			—		—			—			—			—
Stock based compensation		—		—			—		825			—		—			—			—			825
Forfeiture of restricted stock awards		—		(920	)		—		28			920		(28	)		—			—			—
Stock option exercises, net		—		368			—		—			—		—			—			—			—
Purchase of treasury stock		—		(596,054	)		—		—			596,054		(17,559	)		—			—			(17,559	)
Net income		—		—			—		—			—		—			12,730			—			12,730
Other comprehensive income (loss)		—		—			—		—			—		—			—			1,150			1,150
Balance, June 30, 2019	$	—		26,198,308		$	271	$	471,145			949,625	$	(27,468	)	$	198,004		$	1,410		$	643,362

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2019 and 2018

(Dollar amounts in thousands)

(Unaudited)

	Six Months Ended June 30,
	2019			2018
Cash flows from operating activities:
Net income	$	27,518		$	24,453
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		4,017			2,435
Net accretion on loans		(2,854	)		(5,614	)
Amortization of subordinated notes issuance costs		54			50
Amortization of junior subordinated debentures		237			226
Net amortization on securities		222			477
Amortization of intangible assets		4,749			2,478
Deferred taxes		372			518
Provision for loan losses		4,695			7,454
Stock based compensation		1,736			1,053
Net (gains) losses on sale of debt securities		(3	)		272
Net (gains) losses on equity securities		(435	)		(25	)
Net OREO (gains) losses and valuation adjustments		(357	)		616
Gain on sale of subsidiary or division		—			(1,071	)
Origination of loans held for sale		(11,703	)		—
Proceeds from sale of loans originated for sale		11,131			—
Net gains on sale of loans		(199	)		—
Net (gain) loss on transfer of loans to loans held for sale		(100	)		—
Net change in operating leases		105			—
(Increase) decrease in other assets		(7,398	)		(4,785	)
Increase (decrease) in other liabilities		2,039			1,442
Net cash provided by (used in) operating activities		33,826			29,979
Cash flows from investing activities:
Purchases of securities available for sale		(77,915	)		—
Proceeds from sales of securities available for sale		40,617			34,196
Proceeds from maturities, calls, and pay downs of securities available for sale		46,445			30,373
Proceeds from maturities, calls, and pay downs of securities held to maturity		379			368
Purchases of loans held for investment		(26,767	)		—
Proceeds from sale of loans		6,331			—
Net change in loans		(209,251	)		(250,851	)
Purchases of premises and equipment, net		(5,623	)		(8,407	)
Net proceeds from sale of OREO		1,598			7,067
Proceeds from surrender of BOLI		—			4,562
(Purchases) redemptions of FHLB stock, net		(2,094	)		(3,217	)
Cash paid for acquisitions, net of cash acquired		—			(160,183	)
Proceeds from sale of subsidiary or division, net		—			73,849
Net cash provided by (used in) investing activities		(226,280	)		(272,243	)
Cash flows from financing activities:
Net increase (decrease) in deposits		208,629			(3,795	)
Increase (decrease) in customer repurchase agreements		8,303			(979	)
Increase (decrease) in Federal Home Loan Bank advances		(25,000	)		55,000
Issuance of common stock, net of issuance costs		—			192,053
Stock option exercises, net		—			(4	)
Purchase of treasury stock		(25,112	)		(392	)
Dividends on preferred stock		—			(383	)
Net cash provided by (used in) financing activities		166,820			241,500
Net increase (decrease) in cash and cash equivalents		(25,634	)		(764	)
Cash and cash equivalents at beginning of period		234,939			134,129
Cash and cash equivalents at end of period	$	209,305		$	133,365

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2019 and 2018

(Dollar amounts in thousands)

(Unaudited)

	Six Months Ended June 30,
	2019		2018
Supplemental cash flow information:
Interest paid	$	23,239	$	13,646
Income taxes paid, net	$	12,546	$	3,474
Cash paid for operating lease liabilities (See Note 1)	$	2,063	$	—
Supplemental noncash disclosures:
Loans transferred to OREO	$	2,532	$	221
Loans held for investment transferred to loans held for sale	$	6,231	$	—
Premises transferred to OREO	$	—	$	799
Lease liabilities arising from obtaining right-of-use assets (See Note 1)	$	2,149	$	—

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Triumph Bancorp, Inc. (collectively with its subsidiaries, “Triumph”, or the “Company” as applicable) is a financial holding company headquartered in Dallas, Texas. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Triumph CRA Holdings, LLC (“TCRA”), TBK Bank, SSB (“TBK Bank”), TBK Bank’s wholly owned subsidiary Advance Business Capital LLC, which currently operates under the d/b/a of Triumph Business Capital (“TBC”), and TBK Bank’s wholly owned subsidiary Triumph Insurance Group, Inc. (“TIG”).

On March 16, 2018, the Company sold the assets of Triumph Healthcare Finance (“THF”) and exited its healthcare asset-based lending line of business. THF operated within the Company’s TBK Bank subsidiary. See Note 2 – Business Combinations and Divestitures for details of the THF sale and its impact on our consolidated financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission (“SEC”). Accordingly, the condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary for a fair presentation. Transactions between the subsidiaries have been eliminated. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

The Company has three reportable segments consisting of Banking, Factoring, and Corporate. The Company’s Chief Executive Officer uses segment results to make operating and strategic decisions.

Premises and Equipment

The Company leases certain properties and equipment under operating leases. For leases in effect upon adoption of Accounting Standards Update 2016-02, “Leases (Topic 842)” at January 1, 2019 and for any leases commencing thereafter, the Company recognizes a liability to make lease payments, the “lease liability”, and an asset representing the right to use the underlying asset during the lease term, the “right-of-use asset”. The lease liability is measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset. Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, variable lease payments not included in the lease liability, and any impairment of the right-of-use asset.

Certain of the Company’s leases contain options to renew the lease; however, these renewal options are not included in the calculation of the lease liabilities as they are not reasonably certain to be exercised. The Company’s leases do not contain residual value guarantees or material variable lease payments. The Company does not have any material restrictions or covenants imposed by leases that would impact the Company’s ability to pay dividends or cause the Company to incur additional financial obligations.

The Company has made an accounting policy election to not apply the recognition requirements in Topic 842 to short-term leases. The Company has also elected to use the practical expedient to make an accounting policy election for property leases to include both lease and nonlease components as a single component and account for it as a lease.

The Company’s leases are not complex; therefore there were no significant assumptions or judgements made in applying the requirements of Topic 842, including the determination of whether the contracts contained a lease, the allocation of consideration in the contracts between lease and nonlease components, and the determination of the discount rates for the leases.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Adoption of New Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. The new standard was adopted by the Company on January 1, 2019. ASU 2016-02 provides for a modified retrospective transition approach requiring lessees to recognize and measure leases on the balance sheet at the beginning of either the earliest period presented or as of the beginning of the period of adoption. The Company elected to apply ASU 2016-02 as of the beginning of the period of adoption (January 1, 2019) and will not restate comparative periods. Adoption of ASU 2016-02 resulted in the recognition of lease liabilities totaling $21,918,000 and the recognition of right-of-use assets totaling $22,123,000 as of the date of adoption. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. The initial balance sheet gross up upon adoption was primarily related to operating leases of certain real estate properties. The Company has no finance leases or material subleases or leasing arrangements for which it is the lessor of property or equipment. The Company has elected to apply the package of practical expedients allowed by the new standard under which the Company need not reassess whether any expired or existing contracts are leases or contain leases, the Company need not reassess the lease classification for any expired or existing lease, and the Company need not reassess initial direct costs for any existing leases. Adoption of ASU 2016-02 does not materially change the Company’s recognition of lease expense. See Note 5 – Leases for additional disclosures related to leases.

Newly Issued, But Not Yet Effective Accounting Standards

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 makes significant changes to the accounting for credit losses on financial instruments and disclosures about them. The new current expected credit loss (CECL) impairment model will require an estimate of expected credit losses, measured over the contractual life of an instrument, which considers reasonable and supportable forecasts of future economic conditions in addition to information about past events and current conditions. The standard provides significant flexibility and requires a high degree of judgment with regards to pooling financial assets with similar risk characteristics, determining the contractual terms of said financial assets and adjusting the relevant historical loss information in order to develop an estimate of expected lifetime losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 31, 2019, and interim periods within those years for public business entities that are SEC filers. The Company will adopt ASU 2016-13 on January 1, 2020 using the modified retrospective approach. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018, however, the Company does not currently plan to early adopt the ASU. ASU 2016-13 permits the use of estimation techniques that are practical and relevant to the Company’s circumstances, as long as they are applied consistently over time and faithfully estimate expected credit losses in accordance with the standard. The ASU lists several common credit loss methods that are acceptable such as a discounted cash flow (DCF) method, loss-rate method and roll-rate method.

The Company’s cross-functional implementation team continues to make progress in accordance with the Company’s implementation plan for adoption. The Company has developed new expected credit loss estimation models. Depending on the nature of each identified pool of financial assets with similar risk characteristics, the Company currently plans on implementing a DCF method or a loss-rate method to estimate expected credit losses. The Company is currently finalizing and documenting new processes and controls, challenging estimated credit loss model assumptions and outputs, refining the qualitative framework as well as drafting policies and disclosures. Additionally, parallel runs will be enhanced throughout 2019 as the processes, controls and policies are finalized.

NOTE 2 – Business combinations AND DIVESTITURES

First Bancorp of Durango, Inc. and Southern Colorado Corp.

Effective September 8, 2018 the Company acquired (i) First Bancorp of Durango, Inc. (“FBD”) and its community banking subsidiaries, The First National Bank of Durango and Bank of New Mexico and (ii) Southern Colorado Corp. (“SCC”) and its community banking subsidiary, Citizens Bank of Pagosa Springs, in all-cash transactions. The acquisitions expanded the Company’s market in Colorado and into New Mexico and further diversified the Company’s loan, customer, and deposit base.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of the estimated fair values of assets acquired, liabilities assumed, consideration transferred, and the resulting goodwill is as follows:

(Dollars in thousands)	FBD		SCC		Total
Assets acquired:
Cash and cash equivalents	$	151,973	$	14,299	$	166,272
Securities		237,183		33,477		270,660
Loans held for sale		1,238		—		1,238
Loans		256,384		31,454		287,838
FHLB stock		786		129		915
Premises and equipment		7,495		840		8,335
Other real estate owned		213		—		213
Intangible assets		11,915		2,154		14,069
Other assets		2,715		403		3,118
		669,902		82,756		752,658
Liabilities assumed:
Deposits		601,194		73,464		674,658
Federal Home Loan Bank advances		737		—		737
Other liabilities		1,313		64		1,377
		603,244		73,528		676,772
Fair value of net assets acquired		66,658		9,228		75,886
Cash consideration transferred		134,667		13,294		147,961
Goodwill	$	68,009	$	4,066	$	72,075

The Company has recognized goodwill of $72,075,000, which was calculated as the excess of both the consideration exchanged and the liabilities assumed as compared to the fair value of identifiable net assets acquired and was allocated to the Company’s Banking segment. The goodwill in these acquisitions resulted from expected synergies and expansion in the Colorado market and into the New Mexico market. The goodwill will be deducted for tax purposes. The intangible assets recognized in the transactions will be amortized utilizing an accelerated method over their ten year estimated useful lives. The initial accounting for the acquisitions has not been completed because the fair values of the assets acquired and liabilities assumed have not yet been finalized.

In connection with the acquisitions, the Company acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan and lease losses. Acquired loans were segregated between those considered to be purchased credit impaired (“PCI”) loans and those without credit impairment at acquisition. The following table presents details of the estimated fair value of acquired loans at the acquisition date:

	Loans Excluding PCI Loans						PCI Loans						Total Loans
(Dollars in thousands)	FBD		SCC		Total		FBD		SCC		Total		Acquired
Commercial real estate	$	140,955	$	11,894	$	152,849	$	832	$	200	$	1,032	$	153,881
Construction, land development, land		13,949		5,229		19,178		3,081		—		3,081		22,259
1-4 family residential properties		59,228		10,180		69,408		75		—		75		69,483
Farmland		5,709		1,207		6,916		—		—		—		6,916
Commercial		26,125		2,121		28,246		1,020		—		1,020		29,266
Factored receivables		—		—		—		—		—		—		—
Consumer		5,410		623		6,033		—		—		—		6,033
Mortgage warehouse		—		—		—		—		—		—		—
	$	251,376	$	31,254	$	282,630	$	5,008	$	200	$	5,208	$	287,838

Revenue and earnings of FBD and SCC since the acquisition date have not been disclosed as the acquired companies were merged into the Company and separate financial information is not readily available.

Expenses related to the acquisitions, including professional fees and other transaction costs, totaling $5,871,000 were recorded in noninterest expense in the consolidated statements of income during the three months ended September 30, 2018.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Interstate Capital Corporation

A summary of the estimated fair values of assets acquired, liabilities assumed, consideration transferred, and the resulting goodwill is as follows:

(Dollars in thousands)
Assets acquired:
Cash and cash equivalents	$	75
Factored receivables		131,017
Premises and equipment		279
Intangible assets		13,920
Other assets		144
		145,435
Liabilities assumed:
Deposits		7,389
Other liabilities		763
		8,152
Fair value of net assets acquired		137,283
Consideration:
Cash paid		160,258
Contingent consideration		20,000
Total consideration		180,258
Goodwill	$	42,975

ICC’s net assets acquired were allocated to the Company’s Factoring segment whose factoring operations were significantly expanded as a result of the transaction. The Company has recognized goodwill of $42,975,000, which was calculated as the excess of both the fair value of cash consideration exchanged and the fair value of the contingent liability assumed as compared to the fair value of identifiable net assets acquired and was allocated to the Company’s Factoring segment. The goodwill in this acquisition resulted from expected synergies and expansion in the factoring market. The goodwill will be deducted for tax purposes. The intangible assets recognized include a customer relationship intangible asset with an acquisition date fair value of $13,500,000 which will be amortized utilizing an accelerated method over its eight year estimated useful life and a trade name intangible asset with an acquisition date fair value of $420,000 which will be amortized on a straight-line basis over its three year estimated useful life.

Consideration paid included contingent consideration with an acquisition date fair value of $20,000,000. The contingent consideration is based on a proprietary index designed to approximate the rise and fall of transportation invoice prices subsequent to acquisition and is correlated to historical monthly movements in average invoice prices historically experienced by ICC. At the end of a 30 month earnout period, a final average index price will be calculated and the contingent consideration will be settled in cash based on the final average index price. Final contingent consideration payout will range from $0 to $22,000,000 and the fair value of the associated liability will be remeasured each reporting period with changes in fair value recorded in noninterest income in the consolidated statements of income. The fair value of the contingent consideration was $21,302,000 at June 30, 2019.

Revenue and earnings of ICC since the acquisition date have not been disclosed as the acquired company was merged into the Company and separate financial information is not readily available.

Expenses related to the acquisition, including professional fees and other transaction costs, totaling $1,094,000 were recorded in noninterest expense in the consolidated statements of income during the three months ended June 30, 2018.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Triumph Healthcare Finance

On January 19, 2018, the Company entered into an agreement to sell the assets (the “Disposal Group”) of Triumph Healthcare Finance (“THF”) and exit its healthcare asset-based lending line of business. At December 31, 2017, the carrying amount of the Disposal Group was transferred to assets held for sale. The sale closed on March 16, 2018.

A summary of the carrying amount of the assets in the Disposal Group and the gain on sale is as follows:

(Dollars in thousands)
Carrying amount of assets in the disposal group:
Loans	$	70,147
Premises and equipment, net		19
Goodwill		1,457
Intangible assets, net		958
Other assets		197
Total carrying amount		72,778
Total consideration received		74,017
Gain on sale of division		1,239
Transaction costs		168
Gain on sale of division, net of transaction costs	$	1,071

The Disposal Group was included in the Banking segment, and the loans in the Disposal Group were previously included in the commercial loan portfolio.

NOTE 3 - SECURITIES

Equity Securities with Readily Determinable Fair Values

The Company held equity securities with fair values of $5,479,000 and $5,044,000 at June 30, 2019 and December 31, 2018, respectively. The gross realized and unrealized losses recognized on equity securities with readily determinable fair values in noninterest income in the Company’s consolidated statements of income were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2019		2018		2019		2018
Unrealized gains (losses) on equity securities still held at the reporting date	$	296	$	100	$	435	$	25
Realized gains (losses) on equity securities sold during the period		—		—		—		—
	$	296	$	100	$	435	$	25

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Debt Securities

Debt securities have been classified in the financial statements as available for sale or held to maturity. The amortized cost of debt securities and their estimated fair values are as follows:

			Gross		Gross
(Dollars in thousands)	Amortized		Unrealized		Unrealized			Fair
June 30, 2019	Cost		Gains		Losses			Value
Available for sale securities:
U.S. Government agency obligations	$	79,774	$	92	$	(189	)	$	79,677
Mortgage-backed securities, residential		39,608		587		(47	)		40,148
Asset-backed securities		8,960		—		(43	)		8,917
State and municipal		62,086		376		(29	)		62,433
CLO securities		75,556		203		(10	)		75,749
Corporate bonds		57,631		812		(1	)		58,442
SBA pooled securities		4,542		83		—			4,625
Total available for sale securities	$	328,157	$	2,153	$	(319	)	$	329,991

			Gross		Gross
	Amortized		Unrecognized		Unrecognized			Fair
	Cost		Gains		Losses			Value
Held to maturity securities:
CLO securities	$	8,573	$	—	$	(1,290	)	$	7,283

			Gross		Gross
(Dollars in thousands)	Amortized		Unrealized		Unrealized			Fair
December 31, 2018	Cost		Gains		Losses			Value
Available for sale securities:
U.S. Government agency obligations	$	93,500	$	9	$	(861	)	$	92,648
U.S. Treasury notes		1,956		—		(24	)		1,932
Mortgage-backed securities, residential		39,971		222		(457	)		39,736
Asset-backed securities		10,165		11		(31	)		10,145
State and municipal		118,826		175		(550	)		118,451
Corporate bonds		68,804		150		(167	)		68,787
SBA pooled securities		4,766		5		(47	)		4,724
Total available for sale securities	$	337,988	$	572	$	(2,137	)	$	336,423

			Gross		Gross
	Amortized		Unrecognized		Unrecognized			Fair
	Cost		Gains		Losses			Value
Held to maturity securities:
CLO securities	$	8,487	$	—	$	(1,161	)	$	7,326

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The amortized cost and estimated fair value of securities at June 30, 2019, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale Securities				Held to Maturity Securities
	Amortized		Fair		Amortized		Fair
(Dollars in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	96,566	$	96,543	$	—	$	—
Due from one year to five years		85,278		86,238		—		—
Due from five years to ten years		13,725		13,790		6,754		5,631
Due after ten years		79,478		79,730		1,819		1,652
		275,047		276,301		8,573		7,283
Mortgage-backed securities, residential		39,608		40,148		—		—
Asset-backed securities		8,960		8,917		—		—
SBA pooled securities		4,542		4,625		—		—
	$	328,157	$	329,991	$	8,573	$	7,283

Proceeds from sales of debt securities and the associated gross gains and losses are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2019		2018		2019			2018
Proceeds	$	3,150	$	—	$	40,617		$	34,196
Gross gains		14		—		133			5
Gross losses		—		—		(130	)		(277	)

Debt securities with a carrying amount of approximately $70,423,000 and $80,041,000 at June 30, 2019 and December 31, 2018, respectively, were pledged to secure public deposits, customer repurchase agreements, and for other purposes required or permitted by law.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Information pertaining to debt securities with gross unrealized and unrecognized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are summarized as follows:

	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
June 30, 2019	Value		Losses			Value		Losses			Value		Losses
Available for sale securities:
U.S. Government agency obligations	$	—	$	—		$	51,880	$	(189	)	$	51,880	$	(189	)
Mortgage-backed securities, residential		1,345		(12	)		6,956		(35	)		8,301		(47	)
Asset-backed securities		3,943		(12	)		4,969		(31	)		8,912		(43	)
State and municipal		4,223		(2	)		5,315		(27	)		9,538		(29	)
CLO securities		6,750		(10	)		—		—			6,750		(10	)
Corporate bonds		—		—			149		(1	)		149		(1	)
SBA pooled securities		—		—			10		—			10		—
	$	16,261	$	(36	)	$	69,279	$	(283	)	$	85,540	$	(319	)

	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrecognized			Fair		Unrecognized			Fair		Unrecognized
June 30, 2019	Value		Losses			Value		Losses			Value		Losses
Held to maturity securities:
CLO securities	$	2,813	$	(317	)	$	4,470	$	(973	)	$	7,283	$	(1,290	)


	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
December 31, 2018	Value		Losses			Value		Losses			Value		Losses
U.S. Government agency obligations	$	17,203	$	(83	)	$	72,471	$	(778	)	$	89,674	$	(861	)
U.S. Treasury notes		—		—			1,932		(24	)		1,932		(24	)
Mortgage-backed securities, residential		9,334		(97	)		13,910		(360	)		23,244		(457	)
Asset-backed securities		197		(1	)		4,970		(30	)		5,167		(31	)
State and municipal		31,142		(201	)		22,478		(349	)		53,620		(550	)
Corporate bonds		41,874		(166	)		149		(1	)		42,023		(167	)
SBA pooled securities		2,602		(20	)		1,451		(27	)		4,053		(47	)
	$	102,352	$	(568	)	$	117,361	$	(1,569	)	$	219,713	$	(2,137	)

	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrecognized			Fair		Unrecognized			Fair		Unrecognized
December 31, 2018	Value		Losses			Value		Losses			Value		Losses
Held to maturity securities:
CLO securities	$	2,861	$	(242	)	$	4,465	$	(919	)	$	7,326	$	(1,161	)

Management evaluates debt securities for other than temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At June 30, 2019, the Company had 97 debt securities in an unrealized loss position. Management does not have the intent to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe that any of the securities are impaired due to reasons of credit quality. Accordingly, as of June 30, 2019, management believes that the unrealized losses detailed in the previous table are temporary and no other than temporary impairment loss has been recognized in the Company’s consolidated statements of income.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

The following table presents the recorded investment and unpaid principal for loans:

	June 30, 2019								December 31, 2018
	Recorded			Unpaid					Recorded			Unpaid
(Dollars in thousands)	Investment			Principal		Difference			Investment			Principal		Difference
Commercial real estate	$	1,098,279		$	1,104,946	$	(6,667	)	$	992,080		$	999,887	$	(7,807	)
Construction, land development, land		157,861			161,728		(3,867	)		179,591			183,664		(4,073	)
1-4 family residential		186,070			187,252		(1,182	)		190,185			191,852		(1,667	)
Farmland		144,594			146,675		(2,081	)		170,540			173,583		(3,043	)
Commercial		1,257,330			1,259,499		(2,169	)		1,114,971			1,118,028		(3,057	)
Factored receivables		583,131			585,080		(1,949	)		617,791			620,103		(2,312	)
Consumer		26,048			26,141		(93	)		29,822			29,956		(134	)
Mortgage warehouse		382,590			382,590		—			313,664			313,664		—
Total		3,835,903		$	3,853,911	$	(18,008	)		3,608,644		$	3,630,737	$	(22,093	)
Allowance for loan and lease losses		(29,416	)							(27,571	)
	$	3,806,487							$	3,581,073

The difference between the recorded investment and the unpaid principal balance is primarily (1) premiums and discounts associated with acquisition date fair value adjustments on acquired loans (both PCI and non-PCI) totaling $16,004,000 and $19,514,000 at June 30, 2019 and December 31, 2018, respectively, and (2) net deferred origination and factoring fees totaling $2,004,000 and $2,579,000 at June 30, 2019 and December 31, 2018, respectively.

At June 30, 2019 and December 31, 2018, the Company had $56,009,000 and $58,566,000, respectively, of customer reserves associated with factored receivables. These amounts represent customer reserves held to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits in the consolidated balance sheets.

Loans with carrying amounts of $1,041,075,000 and $847,523,000 at June 30, 2019 and December 31, 2018, respectively, were pledged to secure Federal Home Loan Bank borrowing capacity.

During the three and six months ended June 30, 2019, loans with a carrying amount of $6,231,000 were transferred from loans held for investment to loans held for sale at fair value concurrently with management’s change in intent and decision to sell the loans. These loans were subsequently sold prior to June 30, 2019 resulting in proceeds of $6,331,000 and net gains on sale of loans of $100,000, which were recorded as other noninterest income in the consolidated statements of income. No loans were transferred to loans held for sale or sold during the six months ended June 30, 2018, other than those included in the sale of THF. See Note 2 – Business Combinations and Divestitures for details of the THF sale and its impact on our consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Allowance for Loan and Lease Losses

The activity in the allowance for loan and lease losses (“ALLL”) is as follows:

(Dollars in thousands)	Beginning									Ending
Three months ended June 30, 2019	Balance		Provision		Charge-offs			Recoveries		Balance
Commercial real estate	$	5,186	$	504	$	(13	)	$	—	$	5,677
Construction, land development, land		906		125		—			4		1,035
1-4 family residential		367		43		(7	)		6		409
Farmland		578		12		—			—		590
Commercial		12,212		1,937		(334	)		84		13,899
Factored receivables		7,495		799		(1,463	)		30		6,861
Consumer		555		185		(231	)		54		563
Mortgage warehouse		306		76		—			—		382
	$	27,605	$	3,681	$	(2,048	)	$	178	$	29,416

(Dollars in thousands)	Beginning									Ending
Three months ended June 30, 2018	Balance		Provision		Charge-offs			Recoveries		Balance
Commercial real estate	$	3,468	$	337	$	(2	)	$	—	$	3,803
Construction, land development, land		998		25		—			2		1,025
1-4 family residential		248		4		(14	)		2		240
Farmland		618		91		(200	)		—		509
Commercial		9,193		964		(1	)		74		10,230
Factored receivables		4,493		3,317		(116	)		33		7,727
Consumer		719		110		(234	)		75		670
Mortgage warehouse		285		58		—			—		343
	$	20,022	$	4,906	$	(567	)	$	186	$	24,547

(Dollars in thousands)	Beginning										Ending
Six months ended June 30, 2019	Balance		Provision			Charge-offs			Recoveries		Balance
Commercial real estate	$	4,493	$	1,196		$	(13	)	$	1	$	5,677
Construction, land development, land		1,134		(110	)		(78	)		89		1,035
1-4 family residential		317		82			(43	)		53		409
Farmland		535		55			—			—		590
Commercial		12,865		2,057			(1,114	)		91		13,899
Factored receivables		7,299		988			(1,472	)		46		6,861
Consumer		615		358			(509	)		99		563
Mortgage warehouse		313		69			—			—		382
	$	27,571	$	4,695		$	(3,229	)	$	379	$	29,416

(Dollars in thousands)	Beginning										Ending
Six months ended June 30, 2018	Balance		Provision			Charge-offs			Recoveries		Balance
Commercial real estate	$	3,435	$	370		$	(2	)	$	—	$	3,803
Construction, land development, land		883		132			—			10		1,025
1-4 family residential		293		(44	)		(14	)		5		240
Farmland		310		399			(200	)		—		509
Commercial		8,150		2,571			(627	)		136		10,230
Factored receivables		4,597		3,786			(700	)		44		7,727
Consumer		783		194			(490	)		183		670
Mortgage warehouse		297		46			—			—		343
	$	18,748	$	7,454		$	(2,033	)	$	378	$	24,547

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents loans individually and collectively evaluated for impairment, as well as purchased credit impaired (“PCI”) loans, and their respective ALLL allocations:

(Dollars in thousands)	Loan Evaluation								ALLL Allocations
June 30, 2019	Individually		Collectively		PCI		Total loans		Individually		Collectively		PCI		Total ALLL
Commercial real estate	$	6,747	$	1,081,409	$	10,123	$	1,098,279	$	522	$	5,155	$	—	$	5,677
Construction, land development, land		1,016		150,205		6,640		157,861		21		1,014		—		1,035
1-4 family residential		2,386		183,155		529		186,070		142		267		—		409
Farmland		6,525		137,962		107		144,594		72		518		—		590
Commercial		14,802		1,241,582		946		1,257,330		2,016		11,879		4		13,899
Factored receivables		8,754		574,377		—		583,131		2,336		4,525		—		6,861
Consumer		448		25,600		—		26,048		9		554		—		563
Mortgage warehouse		—		382,590		—		382,590		—		382		—		382
	$	40,678	$	3,776,880	$	18,345	$	3,835,903	$	5,118	$	24,294	$	4	$	29,416

(Dollars in thousands)	Loan Evaluation								ALLL Allocations
December 31, 2018	Individually		Collectively		PCI		Total loans		Individually		Collectively		PCI		Total ALLL
Commercial real estate	$	7,097	$	974,280	$	10,703	$	992,080	$	487	$	4,006	$	—	$	4,493
Construction, land development, land		91		172,709		6,791		179,591		21		1,113		—		1,134
1-4 family residential		2,333		186,664		1,188		190,185		125		192		—		317
Farmland		7,424		162,735		381		170,540		72		463		—		535
Commercial		17,153		1,096,813		1,005		1,114,971		1,958		10,903		4		12,865
Factored receivables		6,759		611,032		—		617,791		1,968		5,331		—		7,299
Consumer		355		29,467		—		29,822		22		593		—		615
Mortgage warehouse		—		313,664		—		313,664		—		313		—		313
	$	41,212	$	3,547,364	$	20,068	$	3,608,644	$	4,653	$	22,914	$	4	$	27,571

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following is a summary of information pertaining to impaired loans. PCI loans that have not deteriorated subsequent to acquisition are not considered impaired and therefore do not require an allowance and are excluded from these tables.

	Impaired Loans and Purchased Credit						Impaired Loans
	Impaired Loans With a Valuation Allowance						Without a Valuation Allowance
(Dollars in thousands)	Recorded		Unpaid		Related		Recorded		Unpaid
June 30, 2019	Investment		Principal		Allowance		Investment		Principal
Commercial real estate	$	974	$	997	$	522	$	5,773	$	5,897
Construction, land development, land		91		91		21		925		1,028
1-4 family residential		219		201		142		2,167		2,285
Farmland		914		900		72		5,611		5,846
Commercial		4,502		4,527		2,016		10,300		10,453
Factored receivables		8,754		8,754		2,336		—		—
Consumer		21		20		9		427		427
Mortgage warehouse		—		—		—		—		—
PCI		71		55		4		—		—
	$	15,546	$	15,545	$	5,122	$	25,203	$	25,936

	Impaired Loans and Purchased Credit						Impaired Loans
	Impaired Loans With a Valuation Allowance						Without a Valuation Allowance
(Dollars in thousands)	Recorded		Unpaid		Related		Recorded		Unpaid
December 31, 2018	Investment		Principal		Allowance		Investment		Principal
Commercial real estate	$	5,610	$	5,614	$	487	$	1,487	$	1,520
Construction, land development, land		91		91		21		—		—
1-4 family residential		225		216		125		2,108		2,255
Farmland		914		900		72		6,510		6,979
Commercial		5,235		5,254		1,958		11,918		12,089
Factored receivables		6,759		6,759		1,968		—		—
Consumer		63		57		22		292		296
Mortgage warehouse		—		—		—		—		—
PCI		71		55		4		—		—
	$	18,968	$	18,946	$	4,657	$	22,315	$	23,139

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents average impaired loans and interest recognized on impaired loans:

	Three Months Ended				Three Months Ended
	June 30, 2019				June 30, 2018
	Average		Interest		Average		Interest
(Dollars in thousands)	Impaired Loans		Recognized		Impaired Loans		Recognized
Commercial real estate	$	7,165	$	50	$	3,378	$	6
Construction, land development, land		1,018		—		140		—
1-4 family residential		1,907		11		2,251		2
Farmland		6,520		45		3,834		10
Commercial		13,800		69		29,088		174
Factored receivables		8,537		—		4,175		—
Consumer		423		2		346		—
Mortgage warehouse		—		—		—		—
PCI		71		—		40		—
	$	39,441	$	177	$	43,252	$	192

	Six Months Ended				Six Months Ended
	June 30, 2019				June 30, 2018
	Average		Interest		Average		Interest
(Dollars in thousands)	Impaired Loans		Recognized		Impaired Loans		Recognized
Commercial real estate	$	6,922	$	50	$	3,443	$	6
Construction, land development, land		553		—		138		—
1-4 family residential		2,360		12		2,404		4
Farmland		6,974		90		3,657		17
Commercial		15,978		121		28,047		664
Factored receivables		7,756		—		4,666		—
Consumer		402		2		323		1
Mortgage warehouse		—		—		—		—
PCI		71		—		40		—
	$	41,016	$	275	$	42,718	$	692

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Past Due and Nonaccrual Loans

The following is a summary of contractually past due and nonaccrual loans:

	Past Due		Past Due 90
(Dollars in thousands)	30-89 Days		Days or More
June 30, 2019	Still Accruing		Still Accruing		Nonaccrual		Total
Commercial real estate	$	2,405	$	—	$	6,749	$	9,154
Construction, land development, land		229		—		1,016		1,245
1-4 family residential		1,973		18		2,310		4,301
Farmland		1,622		—		3,064		4,686
Commercial		5,638		—		12,261		17,899
Factored receivables		25,983		5,441		—		31,424
Consumer		682		3		448		1,133
Mortgage warehouse		—		—		—		—
PCI		4		—		3,166		3,170
	$	38,536	$	5,462	$	29,014	$	73,012

	Past Due		Past Due 90
(Dollars in thousands)	30-89 Days		Days or More
December 31, 2018	Still Accruing		Still Accruing		Nonaccrual		Total
Commercial real estate	$	2,625	$	397	$	7,096	$	10,118
Construction, land development, land		1,003		—		91		1,094
1-4 family residential		2,103		—		1,588		3,691
Farmland		308		—		4,059		4,367
Commercial		3,728		999		14,071		18,798
Factored receivables		41,135		2,152		—		43,287
Consumer		1,005		11		355		1,371
Mortgage warehouse		—		—		—		—
PCI		788		—		3,525		4,313
	$	52,695	$	3,559	$	30,785	$	87,039

The following table presents information regarding nonperforming loans:

(Dollars in thousands)	June 30, 2019		December 31, 2018
Nonaccrual loans⁽¹⁾	$	29,014	$	30,785
Factored receivables greater than 90 days past due		5,441		2,152
Troubled debt restructurings accruing interest		2,355		3,117
	$	36,810	$	36,054

⁽¹⁾

Includes troubled debt restructurings of $5,279,000 and $3,730,000 at June 30, 2019 and December 31, 2018, respectively.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Credit Quality Information

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including: current collateral and financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk on a regular basis. Large groups of smaller balance homogeneous loans, such as consumer loans, are analyzed primarily based on payment status. The Company uses the following definitions for risk ratings:

Pass – Pass rated loans have low to average risk and are not otherwise classified.

Classified – Classified loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Certain classified loans have the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

PCI – At acquisition, PCI loans had the characteristics of classified loans and it was probable, at acquisition, that all contractually required principal and interest payments would not be collected. The Company evaluates these loans on a projected cash flow basis with this evaluation performed quarterly.

As of June 30, 2019 and December 31, 2018, based on the most recent analysis performed, the risk category of loans is as follows:

(Dollars in thousands)
June 30, 2019	Pass		Classified		PCI		Total
Commercial real estate	$	1,082,031	$	6,125	$	10,123	$	1,098,279
Construction, land development, land		150,205		1,016		6,640		157,861
1-4 family residential		183,141		2,400		529		186,070
Farmland		136,525		7,962		107		144,594
Commercial		1,239,385		16,999		946		1,257,330
Factored receivables		574,926		8,205		—		583,131
Consumer		25,595		453		—		26,048
Mortgage warehouse		382,590		—		—		382,590
	$	3,774,398	$	43,160	$	18,345	$	3,835,903

(Dollars in thousands)
December 31, 2018	Pass		Classified		PCI		Total
Commercial real estate	$	977,548	$	3,829	$	10,703	$	992,080
Construction, land development, land		172,709		91		6,791		179,591
1-4 family residential		187,251		1,746		1,188		190,185
Farmland		161,565		8,594		381		170,540
Commercial		1,093,759		20,207		1,005		1,114,971
Factored receivables		612,577		5,214		—		617,791
Consumer		29,461		361		—		29,822
Mortgage warehouse		313,664		—		—		313,664
	$	3,548,534	$	40,042	$	20,068	$	3,608,644

Troubled Debt Restructurings

The Company had a recorded investment in troubled debt restructurings of $7,634,000 and $6,847,000 as of June 30, 2019 and December 31, 2018, respectively. The Company had allocated specific allowances for these loans of $649,000 and $286,000 at June 30, 2019 and December 31, 2018, respectively, and had not committed to lend additional amounts.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the pre- and post-modification recorded investment of loans modified as troubled debt restructurings during the three and six months ended June 30, 2019 and 2018. The Company did not grant principal reductions on any restructured loans.

	Extended
	Amortization		Payment		AB Note		Interest Rate		Total		Number of
(Dollars in thousands)	Period		Deferrals		Restructure		Reduction		Modifications		Loans
Six months ended June 30, 2019
Commercial real estate	$	—	$	—	$	4,597	$	—	$	4,597		1
Commercial		1,096		84		—		593		1,773		5
	$	1,096	$	84	$	4,597	$	593	$	6,370		6

Three months ended June 30, 2019
Commercial real estate	$	—	$	—	$	4,597	$	—	$	4,597		1
Commercial		1,096		—		—		593		1,689		3
	$	1,096	$	—	$	4,597	$	593	$	6,286		4

Six months ended June 30, 2018
1-4 family residential	$	110	$	—	$	—	$	—	$	110		3
Commercial		75		—		—		—		75		2
	$	185	$	—	$	—	$	—	$	185		5

There were no loans modified as troubled debt restructurings during the three months ended June 30, 2018.

During the six months ended June 30, 2019, the Company had one relationship consisting of seven loans modified as troubled debt restructurings with a recorded investment of $688,000 for which there were payment defaults within twelve months following the modification. During the six months ended June 30, 2018, the Company had one loan modified as a troubled debt restructuring with a recorded investment of $156,000 for which there was a payment default within twelve months following the modification. Default is determined at 90 or more days past due.

Residential Real Estate Loans In Process of Foreclosure

At June 30, 2019, the Company had $184,000 in 1-4 family residential real estate loans for which formal foreclosure proceedings were in process.

Purchased Credit Impaired Loans

The Company has loans that were acquired, for which there was, at acquisition, evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected. The outstanding contractually required principal and interest and the carrying amount of these loans included in the balance sheet amounts of loans at June 30, 2019 and December 31, 2018, are as follows:

	June 30,		December 31,
	2019		2018
Contractually required principal and interest:
Real estate loans	$	21,524	$	22,644
Commercial loans		3,152		4,078
Outstanding contractually required principal and interest	$	24,676	$	26,722
Gross carrying amount included in loans receivable	$	18,345	$	20,068

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The changes in accretable yield during the three and six months ended June 30, 2019 and 2018 in regard to loans transferred at acquisition for which it was probable that all contractually required payments would not be collected are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Accretable yield, beginning balance	$	5,283		$	2,442		$	5,711		$	2,793
Additions		—			—			—			—
Accretion		(358	)		(354	)		(768	)		(738	)
Reclassification from nonaccretable to accretable yield		14			17			14			50
Disposals		(146	)		—			(164	)		—
Accretable yield, ending balance	$	4,793		$	2,105		$	4,793		$	2,105

NOTE 5 – LEASES

The Company leases certain premises and equipment under operating leases. At June 30, 2019, the Company had lease liabilities totaling $22,393,000 and right-of-use assets totaling $22,493,000 related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. For the six months ended June 30, 2019, the weighted average remaining lease term for operating leases was 6.9 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.4%.

Lease costs were as follows:

	Three Months Ended		Six Months Ended
(Dollars in thousands)	June 30, 2019		June 30, 2019
Operating lease cost	$	1,115	$	2,168
Short-term lease cost		—		—
Variable lease cost		82		196
Total lease cost	$	1,197	$	2,364

Rent expense for the three and six months ended June 30, 2018, prior to the adoption of ASU 2016-02, was $700,000 and $1,299,000, respectively.

There were no sale and leaseback transactions, leveraged leases, or lease transactions with related parties during the six months ended June 30, 2019. At June 30, 2019, the Company did not have any leases that had not yet commenced, but will create significant rights and obligations for the Company.

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows:

(Dollars in thousands)	June 30, 2019
Lease payments due:
Within one year	$	4,008
After one but within two years		4,108
After two but within three years		3,773
After three but within four years		3,325
After four but within five years		2,999
After five years		7,048
Total undiscounted cash flows		25,261
Discount on cash flows		(2,868	)
Total lease liability	$	22,393

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 - GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of the following:

(Dollars in thousands)		June 30, 2019				December 31, 2018
Goodwill		$	158,743			$	158,743

	June 30, 2019							December 31, 2018
	Gross Carrying		Accumulated			Net Carrying		Gross Carrying		Accumulated			Net Carrying
(Dollars in thousands)	Amount		Amortization			Amount		Amount		Amortization			Amount
Core deposit intangibles	$	43,578	$	(19,368	)	$	24,210	$	43,578	$	(16,266	)	$	27,312
Other intangible assets		15,700		(3,985	)		11,715		15,700		(2,338	)		13,362
	$	59,278	$	(23,353	)	$	35,925	$	59,278	$	(18,604	)	$	40,674

The changes in goodwill and intangible assets during the three and six months ended June 30, 2019 and 2018 are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2019			2018			2019			2018
Beginning balance	$	197,015		$	63,923		$	199,417		$	63,778
Acquired goodwill		—			42,975			—			42,975
Goodwill measurement period adjustment		—			(1,680	)		—			—
Acquired intangibles		—			13,920			—			13,935
Divestiture		—			—			—			(433	)
Amortization of intangibles		(2,347	)		(1,361	)		(4,749	)		(2,478	)
Ending balance	$	194,668		$	117,777		$	194,668		$	117,777

NOTE 7 – Variable Interest Entities

Collateralized Loan Obligation Funds – Closed

The Company holds investments in the subordinated notes of the following closed Collateralized Loan Obligation (“CLO”) funds:

	Offering	Offering
(Dollars in thousands)	Date	Amount
Trinitas CLO IV, LTD (Trinitas IV)	June 2, 2016	$	406,650
Trinitas CLO V, LTD (Trinitas V)	September 22, 2016	$	409,000
Trinitas CLO VI, LTD (Trinitas VI)	June 20, 2017	$	717,100

The carrying amounts of the Company’s investments in the subordinated notes of the CLO funds, which represent the Company’s maximum exposure to loss as a result of its involvement with the CLO funds, totaled $8,573,000 and $8,487,000 at June 30, 2019 and December 31, 2018, respectively, and are classified as held to maturity securities within the Company’s consolidated balance sheets.

The Company performed a consolidation analysis to confirm whether the Company was required to consolidate the assets, liabilities, equity or operations of the closed CLO funds in its financial statements. The Company concluded that the closed CLO funds were variable interest entities and that the Company holds variable interests in the entities in the form of its investments in the subordinated notes of entities. However, the Company also concluded that the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. As a result, the Company was not the primary beneficiary and therefore was not required to consolidate the assets, liabilities, equity, or operations of the closed CLO funds in the Company’s financial statements.

NOTE 8 - Legal Contingencies

Various legal claims have arisen from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 - OFF-BALANCE SHEET LOAN COMMITMENTS

From time to time, the Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet financial instruments.

The contractual amounts of financial instruments with off-balance sheet risk were as follows:

	June 30, 2019						December 31, 2018
(Dollars in thousands)	Fixed Rate		Variable Rate		Total		Fixed Rate		Variable Rate		Total
Unused lines of credit	$	58,057	$	424,739	$	482,796	$	69,053	$	433,667	$	502,720
Standby letters of credit	$	5,012	$	4,815	$	9,827	$	2,285	$	3,931	$	6,216
Commitments to purchase loans	$	—	$	29,000	$	29,000	$	—	$	—	$	—
Mortgage warehouse commitments	$	—	$	262,226	$	262,226	$	—	$	266,458	$	266,458

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by the Company, upon extension of credit, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer, the Company has rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. The credit risk to the Company in issuing letters of credit is essentially the same as that involved in extending loan facilities to its customers.

Commitments to purchase loans represent loans purchased by the Company that have not yet settled.

Mortgage warehouse commitments are unconditionally cancellable and represent the unused capacity on mortgage warehouse facilities the Company has approved. The Company reserves the right to refuse to buy any mortgage loans offered for sale by a customer, for any reason, at the Company’s sole and absolute discretion.

The Company records an allowance for loan and lease losses on off-balance sheet lending-related commitments through a charge to other noninterest expense on the Company’s consolidated statements of income. At June 30, 2019 and December 31, 2018, the allowance for loan and lease losses on off-balance sheet lending-related commitments totaled $504,000 and $538,000, respectively, and was included in other liabilities on the Company’s consolidated balance sheets.

In addition to the commitments above, the Company had overdraft protection available in the amounts of $2,734,000 and $3,087,000 at June 30, 2019 and December 31, 2018, respectively.

NOTE 10 - Fair Value Disclosures

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 15 of the Company’s 2018 Form 10-K.

Assets and liabilities measured at fair value on a recurring basis are summarized in the table below.

(Dollars in thousands)	Fair Value Measurements Using						Total
June 30, 2019	Level 1		Level 2		Level 3		Fair Value
Assets measured at fair value on a recurring basis
Securities available for sale
U.S. Government agency obligations	$	—	$	79,677	$	—	$	79,677
Mortgage-backed securities, residential		—		40,148		—		40,148
Asset-backed securities		—		8,917		—		8,917
State and municipal		—		62,433		—		62,433
CLO securities		—		75,749		—		75,749
Corporate bonds		—		58,442		—		58,442
SBA pooled securities		—		4,625		—		4,625
	$	—	$	329,991	$	—	$	329,991

Equity securities
Mutual fund	$	5,479	$	—	$	—	$	5,479

Loans held for sale	$	—	$	2,877	$	—	$	2,877

Liabilities measured at fair value on a recurring basis
ICC Contingent consideration	$	—	$	—	$	21,302	$	21,302

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands)	Fair Value Measurements Using						Total
December 31, 2018	Level 1		Level 2		Level 3		Fair Value
Assets measured at fair value on a recurring basis
Securities available for sale
U.S. Government agency obligations	$	—	$	92,648	$	—	$	92,648
U.S. Treasury notes		—		1,932		—		1,932
Mortgage-backed securities, residential		—		39,736		—		39,736
Asset backed securities		—		10,145		—		10,145
State and municipal		—		118,451		—		118,451
Corporate bonds		—		68,787		—		68,787
SBA pooled securities		—		4,724		—		4,724
	$	—	$	336,423	$	—	$	336,423

Equity securities
Mutual fund	$	5,044	$	—	$	—	$	5,044

Loans held for sale	$	—	$	2,106	$	—	$	2,106

Liabilities measured at fair value on a recurring basis
ICC Contingent consideration	$	—	$	—	$	20,745	$	20,745

There were no transfers between levels during 2019 or 2018.

On June 2, 2018, the Company acquired substantially all of the operating assets of, and assumed certain liabilities associated with, Interstate Capital Corporation’s (“ICC”) accounts receivable factoring business and other related financial services. Consideration for the acquisition included contingent consideration, which is based on a proprietary index designed to approximate the rise and fall of transportation invoice prices subsequent to acquisition. The index is calculated by a third party data analytics firm and is correlated to monthly movements in average invoice prices historically experienced by ICC. At the end of a 30 month earnout period after closing, a final average index price will be calculated and the contingent consideration will be settled in cash based on the final average index price, with a payout ranging from $0 to $22,000,000. The fair value of the contingent consideration is calculated each reporting period, and changes in the fair value of the contingent consideration are recorded in noninterest income in the consolidated statements of income. At June 30, 2019 and December 31, 2018, the ICC contingent consideration liability was the only recurring fair value measurement with Level 3 unobservable inputs. At June 30, 2019 and December 31, 2018, the fair value calculation of the contingent consideration resulted in a payout of $22,000,000, and discount rates of 2.2% and 2.9%, respectively, were applied to calculate the present value of the contingent consideration. A reconciliation of the opening balance to the closing balance of the fair value of the contingent consideration is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2019		2018		2019		2018
Beginning balance	$	21,006	$	—	$	20,745	$	—
Contingent consideration recognized in business combination	—			20,000		—		20,000
Change in fair value of contingent consideration recognized in earnings		296		—		557		—
Consideration settlement payments	—			—		—		—
Ending balance	$	21,302	$	20,000	$	21,302	$	20,000

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets measured at fair value on a non-recurring basis are summarized in the table below. There were no liabilities measured at fair value on a non-recurring basis at June 30, 2019 and December 31, 2018.

(Dollars in thousands)	Fair Value Measurements Using						Total
June 30, 2019	Level 1		Level 2		Level 3		Fair Value
Impaired loans
Commercial real estate	$	—	$	—	$	452	$	452
Construction, land development, land		—		—		70		70
1-4 family residential		—		—		77		77
Farmland		—		—		842		842
Commercial		—		—		2,486		2,486
Factored receivables		—		—		6,418		6,418
Consumer		—		—		12		12
PCI		—		—		67		67
Other real estate owned⁽¹⁾
Commercial real estate		—		—		230		230
1-4 family residential properties		—		—		240		240
	$	—	$	—	$	10,894	$	10,894

(Dollars in thousands)	Fair Value Measurements Using						Total
December 31, 2018	Level 1		Level 2		Level 3		Fair Value
Impaired loans
Commercial real estate	$	—	$	—	$	5,123	$	5,123
Construction, land development, land		—		—		70		70
1-4 family residential		—		—		100		100
Farmland		—		—		842		842
Commercial		—		—		3,277		3,277
Factored receivables		—		—		4,791		4,791
Consumer		—		—		41		41
PCI		—		—		67		67
Other real estate owned⁽¹⁾
Commercial real estate		—		—		1,095		1,095
	$	—	$	—	$	15,406	$	15,406

⁽¹⁾ Represents the fair value of OREO that was adjusted during the year to date period and subsequent to its initial classification as OREO.

Impaired Loans with Specific Allocation of ALLL: A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due pursuant to the contractual terms of the loan agreement. Impairment is measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the underlying fair value of the loan’s collateral. For real estate loans, fair value of the impaired loan’s collateral is determined by third party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. For non-real estate loans, fair value of the impaired loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

OREO: OREO is primarily comprised of real estate acquired in partial or full satisfaction of loans. OREO is recorded at its estimated fair value less estimated selling and closing costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs charged to the ALLL. Subsequent changes in fair value are reported as adjustments to the carrying amount and are recorded against earnings. The Company outsources the valuation of OREO with material balances to third party appraisers. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value.

The estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis at June 30, 2019 and December 31, 2018 were as follows:

(Dollars in thousands)	Carrying		Fair Value Measurements Using						Total
June 30, 2019	Amount		Level 1		Level 2		Level 3		Fair Value
Financial assets:
Cash and cash equivalents	$	209,305	$	209,305	$	—	$	—	$	209,305
Securities - held to maturity		8,573		—		—		7,283		7,283
Loans not previously presented, gross		3,820,357		—		—		3,810,015		3,810,015
FHLB stock		18,037	N/A		N/A		N/A		N/A
Accrued interest receivable		19,963		19,963		—		—		19,963

Financial liabilities:
Deposits		3,658,978		—		3,662,047		—		3,662,047
Customer repurchase agreements		12,788		—		12,788		—		12,788
Federal Home Loan Bank advances		305,000		—		305,000		—		305,000
Subordinated notes		48,983		—		52,500		—		52,500
Junior subordinated debentures		39,320		—		40,549		—		40,549
Accrued interest payable		9,030		9,030		—		—		9,030

(Dollars in thousands)	Carrying		Fair Value Measurements Using						Total
December 31, 2018	Amount		Level 1		Level 2		Level 3		Fair Value
Financial assets:
Cash and cash equivalents	$	234,939	$	234,939	$	—	$	—	$	234,939
Securities - held to maturity		8,487		—		—		7,326		7,326
Loans not previously presented, gross		3,589,676		—		—		3,505,724		3,505,724
FHLB stock		15,943	N/A		N/A		N/A		N/A
Accrued interest receivable		19,094		19,094		—		—		19,094

Financial liabilities:
Deposits		3,450,349		—		3,440,570		—		3,440,570
Customer repurchase agreements		4,485		—		4,485		—		4,485
Federal Home Loan Bank advances		330,000		—		330,000		—		330,000
Subordinated notes		48,929		—		50,500		—		50,500
Junior subordinated debentures		39,083		—		40,808		—		40,808
Accrued interest payable		6,722		6,722		—		—		6,722

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 - Regulatory Matters

The Company (on a consolidated basis) and TBK Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s or TBK Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and TBK Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and TBK Bank to maintain minimum amounts and ratios (set forth in the table below) of total, common equity Tier 1, and Tier 1 capital to risk weighted assets, and of Tier 1 capital to average assets. Management believes, as of June 30, 2019 and December 31, 2018, the Company and TBK Bank meet all capital adequacy requirements to which they are subject.

As of June 30, 2019 and December 31, 2018, TBK Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” TBK Bank must maintain minimum total risk based, common equity Tier 1 risk based, Tier 1 risk based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since June 30, 2019 that management believes have changed TBK Bank’s category.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The actual capital amounts and ratios for the Company and TBK Bank are presented in the following table.

							To Be Well
							Capitalized Under
				Minimum for Capital			Prompt Corrective
(Dollars in thousands)	Actual			Adequacy Purposes			Action Provisions
As of June 30, 2019	Amount		Ratio	Amount		Ratio	Amount		Ratio
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	566,636	12.9%	$	351,402	8.0%	N/A		N/A
TBK Bank, SSB	$	526,237	12.3%	$	342,268	8.0%	$	427,835	10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	487,733	11.1%	$	263,639	6.0%	N/A		N/A
TBK Bank, SSB	$	496,323	11.6%	$	256,719	6.0%	$	342,292	8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	448,413	10.2%	$	197,829	4.5%	N/A		N/A
TBK Bank, SSB	$	496,323	11.6%	$	192,539	4.5%	$	278,112	6.5%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	487,733	10.8%	$	180,642	4.0%	N/A		N/A
TBK Bank, SSB	$	496,323	11.1%	$	178,855	4.0%	$	223,569	5.0%

As of December 31, 2018
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	552,398	13.4%	$	330,970	8.0%	N/A		N/A
TBK Bank, SSB	$	496,526	12.4%	$	320,856	8.0%	$	401,071	10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	475,359	11.5%	$	248,227	6.0%	N/A		N/A
TBK Bank, SSB	$	468,500	11.7%	$	240,642	6.0%	$	320,856	8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	436,276	10.5%	$	186,170	4.5%	N/A		N/A
TBK Bank, SSB	$	468,500	11.7%	$	180,482	4.5%	$	260,696	6.5%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	475,359	11.1%	$	171,619	4.0%	N/A		N/A
TBK Bank, SSB	$	468,500	11.0%	$	170,092	4.0%	$	212,615	5.0%

Dividends paid by TBK Bank are limited to, without prior regulatory approval, current year earnings and earnings less dividends paid during the preceding two years.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Beginning in January 2016, the implementation of the capital conservation buffer set forth by the Basel III regulatory capital framework was effective for the Company starting at 0.625% of risk weighted assets above the minimum risk based capital ratio requirements and increasing 0.625% each year thereafter, until it reached 2.5% on January 1, 2019. The capital conservation buffer was 2.5% and 1.875% at June 30, 2019 and December 31, 2018, respectively. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company’s ability to make capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers. At June 30, 2019 and December 31, 2018, the Company’s and TBK Bank’s risk based capital exceeded the required capital conservation buffer.

NOTE 12 – STOCKHOLDERS’ EQUITY

The following summarizes the capital structure of Triumph Bancorp, Inc.

Common Stock

	June 30, 2019			December 31, 2018
Shares authorized		50,000,000			50,000,000
Shares issued		27,147,933			27,053,999
Treasury shares		(949,625	)		(104,063	)
Shares outstanding		26,198,308			26,949,936
Par value per share	$	0.01		$	0.01

Common Stock Offering

On April 12, 2018, the Company completed an underwritten public offering of 5,405,000 shares of the Company’s common stock, including 705,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at $37.50 per share for total gross proceeds of $202,688,000. Net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $192,053,000.

Stock Repurchase Program

On October 29, 2018, the Company announced that its board of directors had authorized the Company to repurchase up to $25,000,000 of the Company’s outstanding common stock in open market transactions or through privately negotiated transactions. During the three and six months ended June 30, 2019, the Company repurchased into treasury stock 590,829 shares at an average price of $29.42 for a total of $17,384,000 and 838,141 shares at an average price of $29.74 for a total of $24,930,000, respectively, which completed its previously announced $25,000,000 repurchase program. No repurchases were made under this program during the six months ended June 30, 2018.

On July 17, 2019, the Company’s board of directors authorized the Company to repurchase up to an additional $25,000,000 of the Company’s outstanding common stock. The Company may repurchase these shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of the Company’s common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. This repurchase program is authorized for a period of up to one year and does not require the Company to repurchase any specific number of shares. The repurchase program may be modified, suspended or discontinued at any time, at the Company’s discretion.

Preferred Stock

The Company has 50,000 shares of Preferred Stock Series A and 115,000 shares of Preferred Stock Series B authorized to be issued.

On October 26, 2018, the 45,500 Preferred Stock Series A shares outstanding with a liquidation value of $4,550,000 were converted to 315,773 shares of common stock at the option of the holders at their preferred to common stock conversion ratio of 6.94008, and the 51,076 Preferred Stock Series B shares outstanding with a liquidation value of $5,108,000 were converted to 354,463 shares of common stock at the option of the holders at their preferred to common stock conversion ratio of 6.94008.

There were no preferred shares issued or outstanding at December 31, 2018 or June 30, 2019.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13 – STOCK BASED COMPENSATION

Stock based compensation expense that has been charged against income was $825,000 and $1,736,000 for the three and six months ended June 30, 2019, respectively, and $567,000 and $1,053,000 for the three and six months ended June 30, 2018, respectively.

2014 Omnibus Incentive Plan

The Company’s 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”) provides for the grant of nonqualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other awards that may be settled in, or based upon the value of, the Company’s common stock. The maximum number of shares of common stock available for issuance under the Omnibus Incentive Plan is 2,000,000 shares.

Restricted Stock Awards

A summary of changes in the Company’s nonvested Restricted Stock Awards (“RSAs”) under the Omnibus Incentive Plan for the six months ended June 30, 2019 were as follows:

				Weighted-Average
				Grant-Date
Nonvested RSAs	Shares			Fair Value
Nonvested at January 1, 2019		101,213		$	31.47
Granted		93,566			30.98
Vested		(36,612	)		27.68
Forfeited		(2,196	)		31.52
Nonvested at June 30, 2019		155,971		$	32.07

RSAs granted to employees under the Omnibus Incentive Plan typically vest over three to four years. Compensation expense for the RSAs will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date. As of June 30, 2019, there was $3,561,000 of unrecognized compensation cost related to the nonvested RSAs. The cost is expected to be recognized over a remaining period of 3.39 years.

Restricted Stock Units

A summary of changes in the Company’s nonvested Restricted Stock Units (“RSUs”) under the Omnibus Incentive Plan for the six months ended June 30, 2019 were as follows:

				Weighted-Average
				Grant-Date
Nonvested RSUs	Shares			Fair Value
Nonvested at January 1, 2019		59,658		$	38.75
Granted		—			—
Vested		—			—
Forfeited		(1,258	)		38.75
Nonvested at June 30, 2019		58,400		$	38.75

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

RSUs granted to employees under the Omnibus Incentive Plan vest after five years. Compensation expense for the RSUs will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date. As of June 30, 2019, there was $1,735,000 of unrecognized compensation cost related to the nonvested RSUs. The cost is expected to be recognized over a remaining period of 3.84 years.

Performance Stock Units

A summary of changes in the Company’s nonvested Performance Stock Units (“PSUs”) under the Omnibus Incentive Plan for the six months ended June 30, 2019 were as follows:

				Weighted-Average
				Grant-Date
Nonvested PSUs	Shares			Fair Value
Nonvested at January 1, 2019		59,658		$	38.57
Granted		12,479			33.91
Vested		—			—
Forfeited		(1,258	)		38.57
Nonvested at June 30, 2019		70,879		$	37.75

PSUs granted to employees under the Omnibus Incentive Plan vest after three to five years. The number of shares issued upon vesting will range from 0% to 175% of the PSUs granted based on the Company’s relative total shareholder return (“TSR”) as compared to the TSR of a specified group of peer banks. Compensation expense for the PSUs will be recognized over the vesting period of the awards based on the fair value of the award at the grant date. The fair value of PSUs granted is estimated using a Monte Carlo simulation. Expected volatilities were determined based on the historical volatilities of the Company and the specified peer group. The risk-free interest rate for the performance period was derived from the Treasury constant maturities yield curve on the valuation date.

	Six Months Ended June 30,
	2019			2018
Grant date	May 1, 2019			May 1, 2018
Performance period	3.00 Years			5.00 Years
Stock price	$	30.82		$	38.85
Triumph stock price volatility		28.29	%		29.13	%
Risk-free rate		2.25	%		2.76	%

As of June 30, 2019, there was $2,127,000 of unrecognized compensation cost related to the nonvested PSUs. The cost is expected to be recognized over a remaining period of 3.65 years.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock Options

A summary of the changes in the Company’s stock options under the Omnibus Incentive Plan for the six months ended June 30, 2019 were as follows:

						Weighted-Average
						Remaining		Aggregate
				Weighted-Average		Contractual Term		Intrinsic Value
Stock Options	Shares			Exercise Price		(In Years)		(In Thousands)
Outstanding at January 1, 2019		231,467		$	23.43
Granted		19,285			31.00
Exercised		(1,031	)		19.64
Forfeited or expired		(3,103	)		28.76
Outstanding at June 30, 2019		246,618		$	23.97		7.65	$	1,782

Fully vested shares and shares expected to vest at June 30, 2019		246,618		$	23.97		7.65	$	1,782

Shares exercisable at June 30, 2019		131,358		$	20.15		7.17	$	1,291

Information related to the stock options for the six months ended June 30, 2019 and 2018 was as follows:

	Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2019		2018
Aggregate intrinsic value of options exercised	$	11	$	59
Cash received from option exercises		—		—
Tax benefit realized from option exercises		2		12
Weighted average fair value per share of options granted	$	10.03	$	13.22

Stock options awarded to employees under the Omnibus Incentive Plan are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant, vest over four years, and have ten year contractual terms. The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model. Expected volatilities were determined based on a blend of the Company’s historical volatility and historical volatilities of a peer group of companies with a similar size, industry, stage of life cycle, and capital structure. The expected term of the options granted was determined based on the SEC simplified method, which calculates the expected term as the mid-point between the weighted average time to vesting and the contractual term. The risk-free interest rate for the expected term of the options was derived from the Treasury constant maturity yield curve on the valuation date.

The fair value of the stock options granted was determined using the following weighted-average assumptions:

	Six Months Ended June 30,
	2019			2018
Risk-free interest rate		2.33	%		2.85	%
Expected term	6.25 years			6.25 years
Expected stock price volatility		27.46	%		28.07	%
Dividend yield		—			—

As of June 30, 2019, there was $584,000 of unrecognized compensation cost related to nonvested stock options granted under the Omnibus Incentive Plan. The cost is expected to be recognized over a remaining period of 2.87 years.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Employee Stock Purchase Plan

On April 1, 2019, the Company’s Board of Directors adopted the Triumph Bancorp, Inc. 2019 Employee Stock Purchase Plan (“ESPP”) and reserved 2,500,000 shares of common stock for issuance. The ESPP was approved by the Company’s stockholders on May 16, 2019. The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six month offering period. The first offering period has not yet commenced.

NOTE 14 – EARNINGS PER SHARE

The factors used in the earnings per share computation follow:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2019		2018		2019		2018
Basic
Net income to common stockholders	$	12,730	$	12,192	$	27,518	$	24,070
Weighted average common shares outstanding		26,396,351		25,519,108		26,537,255		23,133,489
Basic earnings per common share	$	0.48	$	0.48	$	1.04	$	1.04
Diluted
Net income to common stockholders	$	12,730	$	12,192	$	27,518	$	24,070
Dilutive effect of preferred stock		—		193		—		383
Net income to common stockholders - diluted	$	12,730	$	12,385	$	27,518	$	24,453
Weighted average common shares outstanding		26,396,351		25,519,108		26,537,255		23,133,489
Dilutive effects of:
Assumed conversion of Preferred A		—		315,773		—		315,773
Assumed conversion of Preferred B		—		354,471		—		354,471
Assumed exercises of stock warrants		—		—		—		—
Assumed exercises of stock options		59,962		86,821		61,819		85,123
Restricted stock awards		30,110		37,417		39,352		60,425
Restricted stock units		—		2,288		—		862
Performance stock units		—		—		—		—
Average shares and dilutive potential common shares		26,486,423		26,315,878		26,638,426		23,950,143
Diluted earnings per common share	$	0.48	$	0.47	$	1.03	$	1.02

Shares that were not considered in computing diluted earnings per common share because they were antidilutive are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Shares assumed to be converted from Preferred Stock Series A		—		—		—		—
Shares assumed to be converted from Preferred Stock Series B		—		—		—		—
Stock options		70,037		51,952		70,037		51,952
Restricted stock awards		—		—		—		—
Restricted stock units		58,400		—		58,400		—
Performance stock units		70,879		59,658		70,879		59,658

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15 – BUSINESS SEGMENT INFORMATION

The following table presents the Company’s operating segments. The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” in Note 1 of the Company’s 2018 Form 10-K. Transactions between segments consist primarily of borrowed funds. Beginning in 2019, intersegment interest expense is allocated to the Factoring segment based on Federal Home Loan Bank advance rates. Prior to 2019, intersegment interest was calculated based on the Company’s prime rate. The provision for loan loss is allocated based on the segment’s allowance for loan loss determination. Noninterest income and expense directly attributable to a segment are assigned to it. Taxes are paid on a consolidated basis but not allocated for segment purposes. The Factoring segment includes only factoring originated by TBC. General factoring services not originated through TBC are included in the Banking segment.

(Dollars in thousands)
Three Months Ended June 30, 2019	Banking		Factoring			Corporate			Consolidated
Total interest income	$	52,258	$	24,762		$	283		$	77,303
Intersegment interest allocations		2,512		(2,512	)		—			—
Total interest expense		12,301		—			1,583			13,884
Net interest income (expense)		42,469		22,250			(1,300	)		63,419
Provision for loan losses		2,874		807			—			3,681
Net interest income after provision		39,595		21,443			(1,300	)		59,738
Noninterest income		6,453		1,205			(35	)		7,623
Noninterest expense		36,651		13,253			800			50,704
Operating income (loss)	$	9,397	$	9,395		$	(2,135	)	$	16,657

(Dollars in thousands)
Three Months Ended June 30, 2018	Banking		Factoring			Corporate			Consolidated
Total interest income	$	40,376	$	20,314		$	559		$	61,249
Intersegment interest allocations		4,155		(4,155	)		—			—
Total interest expense		6,440		—			1,552			7,992
Net interest income (expense)		38,091		16,159			(993	)		53,257
Provision for loan losses		1,592		3,313			1			4,906
Net interest income after provision		36,499		12,846			(994	)		48,351
Noninterest income		4,033		920			(8	)		4,945
Noninterest expense		26,401		10,311			691			37,403
Operating income (loss)	$	14,131	$	3,455		$	(1,693	)	$	15,893

(Dollars in thousands)
Six Months Ended June 30, 2019	Banking		Factoring			Corporate			Consolidated
Total interest income	$	101,379	$	48,566		$	622		$	150,567
Intersegment interest allocations		5,150		(5,150	)		—			—
Total interest expense		22,655		—			3,182			25,837
Net interest income (expense)		83,874		43,416			(2,560	)		124,730
Provision for loan losses		3,828		944			(77	)		4,695
Net interest income after provision		80,046		42,472			(2,483	)		120,035
Noninterest income		12,751		2,281			129			15,161
Noninterest expense		71,038		26,546			1,686			99,270
Operating income (loss)	$	21,759	$	18,207		$	(4,040	)	$	35,926

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands)
Six Months Ended June 30, 2018	Banking		Factoring			Corporate			Consolidated
Total interest income	$	79,280	$	35,094		$	993		$	115,367
Intersegment interest allocations		7,088		(7,088	)		—			—
Total interest expense		11,994		—			2,986			14,980
Net interest income (expense)		74,374		28,006			(1,993	)		100,387
Provision for loan losses		3,736		3,706			12			7,454
Net interest income after provision		70,638		24,300			(2,005	)		92,933
Gain on sale of subsidiary or division		1,071		—			—			1,071
Other noninterest income		7,620		1,510			(84	)		9,046
Noninterest expense		52,939		17,165			1,341			71,445
Operating income (loss)	$	26,390	$	8,645		$	(3,430	)	$	31,605

(Dollars in thousands)
June 30, 2019	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	4,702,249	$	636,901	$	739,219	$	(1,295,180	)	$	4,783,189
Gross loans	$	3,742,999	$	544,601	$	1,553	$	(453,250	)	$	3,835,903

(Dollars in thousands)
December 31, 2018	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	4,458,399	$	688,245	$	737,530	$	(1,324,395	)	$	4,559,779
Gross loans	$	3,523,850	$	588,750	$	10,795	$	(514,751	)	$	3,608,644

item 2

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s interim consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and accompanying notes and other detailed information appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. See the “Forward-Looking Statements” section of this discussion for further information on forward-looking statements.

Overview

We are a financial holding company headquartered in Dallas, Texas and registered under the Bank Holding Company Act. Through our wholly owned bank subsidiary, TBK Bank, we offer traditional banking services, commercial finance product lines focused on businesses that require specialized financial solutions and national lending product lines that further diversify our lending operations. Our traditional banking offerings include a full suite of lending and deposit products and services focused on our local market areas. These activities generate a stable source of core deposits and a diverse asset base to support our overall operations. Our commercial finance product lines generate attractive returns and include factoring, asset-based lending, and equipment lending products offered on a nationwide basis. Our national lending product lines provide further asset base diversification and include mortgage warehouse, liquid credit, and premium finance offered on a nationwide basis. As of June 30, 2019, we had consolidated total assets of $4.783 billion, total loans held for investment of $3.836 billion, total deposits of $3.659 billion and total stockholders’ equity of $643.4 million.

A key element of our strategy is to supplement the asset generation capacity in our community banking markets with commercial finance product lines which are offered on a nationwide basis and which serve to enhance the overall yield of our portfolio. These products include our factoring services, provided principally in the transportation sector, and our asset-based lending and equipment finance products. Year to date, our aggregate outstanding balances for these products has increased $3.2 million, or 0.3%, to $1.187 billion as of June 30, 2019, primarily due to organic growth. The following table sets forth our commercial finance product lines:

	June 30,		December 31,
(Dollars in thousands)	2019		2018
Commercial finance
Commercial - Equipment	$	395,094	$	352,037
Commercial - Asset-based lending		208,896		214,110
Factored receivables		583,131		617,791
Total commercial finance loans	$	1,187,121	$	1,183,938

Our national lending product lines include mortgage warehouse, liquid credit, and premium finance. Mortgage warehouse lending provides portfolio diversification by allowing unaffiliated mortgage originators to close one-to-four family real estate loans in their own name and manage cash flow needs until the loans are sold to investors. Our liquid credit portfolio, which consists of broadly syndicated shared national credits, provides an accordion feature allowing us to opportunistically scale our loan portfolio. Premium finance provides a lending product that complements our commercial finance products. The following table sets forth our national lending lines:

	June 30,		December 31,
(Dollars in thousands)	2019		2018
National lending
Mortgage warehouse	$	382,590	$	313,664
Commercial - Liquid credit		21,758		963
Commercial - Premium finance		72,898		72,302
Total national lending loans	$	477,246	$	386,929

Most of our products and services share basic processes and have similar economic characteristics. However, our factoring subsidiary, Triumph Business Capital, operates in a highly specialized niche and earns substantially higher yields on its factored accounts receivable portfolio than our other lending products. This business also has a legacy and structure as a standalone company. We have determined our reportable segments are Banking, Factoring, and Corporate. For the six months ended June 30, 2019, our Banking segment generated 68% of our total revenue (comprised of interest and noninterest income), our Factoring segment generated 31% of our total revenue, and our Corporate segment generated 1% of our total revenue.

Second Quarter 2019 Overview

Net income available to common stockholders for the three months ended June 30, 2019 was $12.7 million, or $0.48 per diluted share, compared to net income available to common stockholders for the three months ended June 30, 2018 of $12.2 million, or $0.47 per diluted share. Excluding material gains and expenses related to merger and acquisition related activities, adjusted net income to common stockholders was $13.0 million, or $0.50 per diluted share, for the three months ended June 30, 2018. There were no merger and acquisition related activities during the three months ended June 30, 2019. For the three months ended June 30, 2019, our return on average common equity was 7.83% and our return on average assets was 1.09%.

Net income available to common stockholders for the six months ended June 30, 2019 was $27.5 million, or $1.03 per diluted share, compared to net income available to common stockholders for the six months ended June 30, 2018 of $24.1 million, or $1.02 per diluted share. Excluding material gains and expenses related to merger and acquisition related activities, including divestitures, adjusted net income to common stockholders was $24.1 million, or $1.02 per diluted share, for the six months ended June 30, 2018. There were no merger and acquisition related activities during the six months ended June 30, 2019. For the six months ended June 30, 2019, our return on average common equity was 8.55% and our return on average assets was 1.21%.

At June 30, 2019, we had total assets of $4.783 billion, including gross loans of $3.836 billion, compared to $4.560 billion of total assets and $3.609 billion of gross loans at December 31, 2018. Organic loan growth totaled $227.3 million during the six months ended June 30, 2019. The commercial finance product lines increased from $1,183.9 million in aggregate as of December 31, 2018 to $1.187 billion as of June 30, 2019, an increase of 0.3%, and constitute 31% of our total loan portfolio at June 30, 2019. Our national lending lines increased from $386.9 million in aggregate as of December 31, 2018 to $477.4 million as of June 30, 2019, an increase of 23.3%, and constitute 12% of our total loan portfolio at June 30, 2019. Our community bank lending lines increased from $2,037.8 million in aggregate as of December 31, 2018 to $2,171.5 million as of June 30, 2019, an increase of 6.6%, and constitute 57% of our total loan portfolio at June 30, 2019.

At June 30, 2019, we had total liabilities of $4.140 billion, including total deposits of $3.659 billion, compared to $3.923 billion of total liabilities and $3.450 billion of total deposits at December 31, 2018. Deposits increased $208.6 million during the six months ended June 30, 2019.

At June 30, 2019, we had total stockholders' equity of $643.4 million. During the six months ended June 30, 2019, total stockholders’ equity increased $6.8 million, primarily due to our net income for the period, offset in part by common stock repurchased during the period. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of 11.09% and 12.88%, respectively, at June 30, 2019.

At June 30, 2019, there were 146 clients utilizing the TriumphPay platform, which is an increase of 16 clients, or 12.3% for the three months ended June 30, 2019 and an increase of 33 clients, or 29.2% for the six months ended June 30, 2019. For the three months ended June 30, 2019, TriumphPay processed 149,734 invoices paying 28,126 distinct carriers a total of $168.8 million. For the six months ended June 30, 2019, TriumphPay processed 263,800 invoices paying 38,128 distinct carriers a total of $309.8 million.

2019 Items of Note

Stock Repurchase Program

On October 29, 2018, we announced that our board of directors had authorized us to repurchase up to $25.0 million of our outstanding common stock in open market transactions or through privately negotiated transactions. No repurchases were made under this program during the year ended December 31, 2018; however, during the six months ended June 30, 2019, we repurchased 838,141 shares into treasury stock under our stock repurchase program at an average price of $29.74, for a total of $24.9 million.

On July 17, 2019, our board of directors authorized us to repurchase up to an additional $25.0 million of our outstanding common stock. We may repurchase these shares from time to time in open market transactions or through privately negotiated transactions at our discretion. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of our common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. This stock repurchase program is authorized for a period of up to one year and does not require us to repurchase any specific number of shares. The stock repurchase program may be modified, suspended or discontinued at any time, at our discretion.

2018 Items of Note

First Bancorp of Durango, Inc. and Southern Colorado Corp.

Effective September 8, 2018, we acquired First Bancorp of Durango, Inc. (“FBD”) and its two community banking subsidiaries, The First National Bank of Durango and Bank of New Mexico, which were merged into TBK Bank upon closing, in an all-cash transaction for $134.7 million. On the same date, we acquired Southern Colorado Corp. (“SCC”) and its community banking subsidiary, Citizens Bank of Pagosa Springs, which was merged into TBK Bank upon closing, in an all-cash transaction for $13.3 million. As part of the FBD and SCC acquisitions, we acquired a combined $287.8 million of loans held for investment, assumed a combined $674.7 million of deposits, and recorded a combined $14.1 million of core deposit intangible assets and $72.1 million of goodwill.

Interstate Capital Corporation

On June 2, 2018 we acquired substantially all of the operating assets of, and assumed certain liabilities associated with, Interstate Capital Corporation’s (“ICC”) accounts receivable factoring business and other related financial services for total consideration of $180.3 million, which was comprised of $160.3 million in cash and contingent consideration with an initial fair value of $20.0 million. As part of the ICC acquisition, we acquired $131.0 million of factored receivables and recorded $13.9 million of intangible assets and $43.0 million of goodwill.

Common Stock Offering

On April 12, 2018, we completed an underwritten common stock offering issuing 5.4 million shares of our common stock, including 0.7 million shares sold pursuant to the underwriters' full exercise of their option to purchase additional shares, at $37.50 per share for total gross proceeds of $202.7 million. Net proceeds after underwriting discounts and offering expenses were $192.1 million. A significant portion of the net proceeds of this offering were used to fund the FBD, SCC and ICC acquisitions and for general corporate purposes.

Triumph Healthcare Finance

On January 19, 2018, we entered into an agreement to sell the assets (the “Disposal Group”) of Triumph Healthcare Finance (“THF”) and exit the healthcare asset-based lending line of business. The decision to sell THF was made prior to the end of the fourth quarter of 2017, and at December 31, 2017, the fair value of the Disposal Group exceeded its carrying amount. As a result of this decision, the $71.4 million carrying amount of the Disposal Group was transferred to assets held for sale as of December 31, 2017. The sale was finalized on March 16, 2018 and resulted in a net pre-tax contribution to earnings for the three months ended March 31, 2018 of $1.1 million, or approximately $0.8 million net of tax.

For further information on the above transactions, see Note 2 – Business Combinations and Divestitures in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Financial Highlights

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2019			2018			2019			2018
Income Statement Data:
Interest income	$	77,303		$	61,249		$	150,567		$	115,367
Interest expense		13,884			7,992			25,837			14,980
Net interest income		63,419			53,257			124,730			100,387
Provision for loan losses		3,681			4,906			4,695			7,454
Net interest income after provision		59,738			48,351			120,035			92,933
Gain on sale of subsidiary or division		—			—			—			1,071
Other noninterest income		7,623			4,945			15,161			9,046
Noninterest income		7,623			4,945			15,161			10,117
Noninterest expense		50,704			37,403			99,270			71,445
Net income before income taxes		16,657			15,893			35,926			31,605
Income tax expense		3,927			3,508			8,408			7,152
Net income		12,730			12,385			27,518			24,453
Dividends on preferred stock		—			(193	)		—			(383	)
Net income available to common stockholders	$	12,730		$	12,192		$	27,518		$	24,070

Per Share Data:
Basic earnings per common share	$	0.48		$	0.48		$	1.04		$	1.04
Diluted earnings per common share	$	0.48		$	0.47		$	1.03		$	1.02
Weighted average shares outstanding - basic		26,396,351			25,519,108			26,537,255			23,133,489
Weighted average shares outstanding - diluted		26,486,423			26,315,878			26,638,426			23,950,143

Adjusted Per Share Data⁽¹⁾:
Adjusted diluted earnings per common share	$	0.48		$	0.50		$	1.03		$	1.02
Adjusted weighted average shares outstanding - diluted		26,486,423			26,315,878			26,638,426			23,950,143

Performance ratios - Annualized:
Return on average assets		1.09	%		1.37	%		1.21	%		1.40	%
Return on average total equity		7.83	%		8.53	%		8.55	%		10.01	%
Return on average common equity		7.83	%		8.54	%		8.55	%		10.05	%
Return on average tangible common equity⁽¹⁾		11.19	%		9.95	%		12.29	%		11.85	%
Yield on loans⁽²⁾		7.95	%		8.09	%		7.97	%		7.88	%
Cost of interest bearing deposits		1.42	%		0.93	%		1.33	%		0.89	%
Cost of total deposits		1.14	%		0.73	%		1.07	%		0.70	%
Cost of total funds		1.40	%		1.06	%		1.34	%		1.00	%
Net interest margin⁽²⁾		5.99	%		6.36	%		6.07	%		6.21	%
Efficiency ratio		71.37	%		64.26	%		70.96	%		64.65	%
Adjusted efficiency ratio⁽¹⁾		71.37	%		62.38	%		70.96	%		64.29	%
Net noninterest expense to average assets		3.68	%		3.59	%		3.69	%		3.51	%
Adjusted net noninterest expense to average assets⁽¹⁾		3.68	%		3.47	%		3.69	%		3.51	%

	June 30,			December 31,
(Dollars in thousands, except per share amounts)	2019			2018
Balance Sheet Data:
Total assets	$	4,783,189		$	4,559,779
Cash and cash equivalents		209,305			234,939
Investment securities		344,043			349,954
Loans held for investment, net		3,806,487			3,581,073
Total liabilities		4,139,827			3,923,172
Noninterest bearing deposits		684,223			724,527
Interest bearing deposits		2,974,755			2,725,822
FHLB advances		305,000			330,000
Subordinated notes		48,983			48,929
Junior subordinated debentures		39,320			39,083
Total stockholders’ equity		643,362			636,607

Per Share Data:
Book value per share	$	24.56		$	23.62
Tangible book value per share⁽¹⁾	$	17.13		$	16.22
Shares outstanding end of period		26,198,308			26,949,936

Asset Quality ratios⁽³⁾:
Past due to total loans		1.90	%		2.41	%
Nonperforming loans to total loans		0.96	%		1.00	%
Nonperforming assets to total assets		0.86	%		0.84	%
ALLL to nonperforming loans		79.91	%		76.47	%
ALLL to total loans		0.77	%		0.76	%
Net charge-offs to average loans⁽⁴⁾		0.08	%		0.23	%

Capital ratios:
Tier 1 capital to average assets		10.84	%		11.08	%
Tier 1 capital to risk-weighted assets		11.09	%		11.49	%
Common equity Tier 1 capital to risk-weighted assets		10.19	%		10.55	%
Total capital to risk-weighted assets		12.88	%		13.35	%
Total stockholders' equity to total assets		13.45	%		13.96	%
Tangible common stockholders' equity ratio⁽¹⁾		9.78	%		10.03	%

⁽¹⁾

The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The non-GAAP measures used by the Company include the following:

•

“Adjusted diluted earnings per common share” is defined as adjusted net income available to common stockholders divided by adjusted weighted average diluted common shares outstanding. Excluded from net income available to common stockholders are material gains and expenses related to merger and acquisition-related activities, including divestitures, net of tax. In our judgment, the adjustments made to net income available to common stockholders allow management and investors to better assess our performance in relation to our core net income by removing the volatility associated with certain acquisition-related items and other discrete items that are unrelated to our core business. Weighted average diluted common shares outstanding are adjusted as a result of changes in their dilutive properties given the gain and expense adjustments described herein.

•

“Tangible common stockholders’ equity” is defined as common stockholders’ equity less goodwill and other intangible assets.

•

“Total tangible assets” is defined as total assets less goodwill and other intangible assets.

•

“Tangible book value per share” is defined as tangible common stockholders’ equity divided by total common shares outstanding. This measure is important to investors interested in changes from period-to-period in book value per share exclusive of changes in intangible assets.

•

“Tangible common stockholders’ equity ratio” is defined as the ratio of tangible common stockholders’ equity divided by total tangible assets. We believe that this measure is important to many investors in the marketplace who are interested in relative changes from period-to period in common equity and total assets, each exclusive of changes in intangible assets.

•

“Return on average tangible common equity” is defined as net income available to common stockholders divided by average tangible common stockholders’ equity.

•

“Adjusted efficiency ratio” is defined as noninterest expenses divided by our operating revenue, which is equal to net interest income plus noninterest income. Also excluded are material gains and expenses related to merger and acquisition-related activities, including divestitures. In our judgment, the adjustments made to operating revenue allow management and investors to better assess our performance in relation to our core operating revenue by removing the volatility associated with certain acquisition-related items and other discrete items that are unrelated to our core business.

•

“Adjusted net noninterest expense to average total assets” is defined as noninterest expenses net of noninterest income divided by total average assets. Excluded are material gains and expenses related to merger and acquisition-related activities, including divestitures. This metric is used by our management to better assess our operating efficiency.

⁽²⁾

Performance ratios include discount accretion on purchased loans for the periods presented as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2019		2018		2019		2018
Loan discount accretion	$	1,297	$	3,637	$	2,854	$	5,614

⁽³⁾

Asset quality ratios exclude loans held for sale.

⁽⁴⁾

Net charge-offs to average loans ratios are for the six months ended June 30, 2019 and the year ended December 31, 2018.

GAAP Reconciliation of Non-GAAP Financial Measures

We believe the non-GAAP financial measures included above provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. The following reconciliation table provides a more detailed analysis of the non-GAAP financial measures:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2019			2018			2019			2018
Net income available to common stockholders	$	12,730		$	12,192		$	27,518		$	24,070
Transaction costs		—			1,094			—			1,094
Gain on sale of subsidiary or division		—			—			—			(1,071	)
Tax effect of adjustments		—			(257	)		—			(9	)
Adjusted net income available to common stockholders	$	12,730		$	13,029		$	27,518		$	24,084
Dilutive effect of convertible preferred stock		—			193			—			383
Adjusted net income available to common stockholders - diluted	$	12,730		$	13,222		$	27,518		$	24,467

Weighted average shares outstanding - diluted		26,486,423			26,315,878			26,638,426			23,950,143
Adjusted effects of assumed preferred stock conversion		—			—			—			—
Adjusted weighted average shares outstanding - diluted		26,486,423			26,315,878			26,638,426			23,950,143
Adjusted diluted earnings per common share	$	0.48		$	0.50		$	1.03		$	1.02

Net income available to common stockholders	$	12,730		$	12,192		$	27,518		$	24,070
Average tangible common equity		456,346			491,492			451,485			409,509
Return on average tangible common equity		11.19	%		9.95	%		12.29	%		11.85	%

Adjusted efficiency ratio:
Net interest income	$	63,419		$	53,257		$	124,730		$	100,387
Noninterest income		7,623			4,945			15,161			10,117
Operating revenue		71,042			58,202			139,891			110,504
Gain on sale of subsidiary or division		—			—			—			(1,071	)
Adjusted operating revenue	$	71,042		$	58,202		$	139,891		$	109,433

Total noninterest expense	$	50,704		$	37,403		$	99,270		$	71,445
Transaction costs		—			(1,094	)		—			(1,094	)
Adjusted noninterest expense	$	50,704		$	36,309		$	99,270		$	70,351
Adjusted efficiency ratio		71.37	%		62.38	%		70.96	%		64.29	%

Adjusted net noninterest expense to average assets ratio:
Total noninterest expense	$	50,704		$	37,403		$	99,270		$	71,445
Transaction costs		—			(1,094	)		—			(1,094	)
Adjusted noninterest expense	$	50,704		$	36,309		$	99,270		$	70,351

Total noninterest income	$	7,623		$	4,945		$	15,161		$	10,117
Gain on sale of subsidiary or division		—			—			—			(1,071	)
Adjusted noninterest income		7,623			4,945			15,161			9,046
Adjusted net noninterest expenses	$	43,081		$	31,364		$	84,109		$	61,305
Average total assets		4,694,647			3,628,960			4,598,735			3,520,522
Adjusted net noninterest expense to average assets ratio		3.68	%		3.47	%		3.69	%		3.51	%

	June 30,			December 31,
(Dollars in thousands, except per share amounts)	2019			2018
Total stockholders' equity	$	643,362		$	636,607
Goodwill and other intangibles		(194,668	)		(199,417	)
Tangible common stockholders' equity	$	448,694		$	437,190
Common shares outstanding		26,198,308			26,949,936
Tangible book value per share	$	17.13		$	16.22

Total assets at end of period	$	4,783,189		$	4,559,779
Goodwill and other intangibles		(194,668	)		(199,417	)
Tangible assets at period end	$	4,588,521		$	4,360,362
Tangible common stockholders' equity ratio		9.78	%		10.03	%

Results of Operations

Three months ended June 30, 2019 compared with three months ended June 30, 2018.

Net Income

We earned net income of $12.7 million for the three months ended June 30, 2019 compared to $12.4 million for the three months ended June 30, 2018, an increase of $0.3 million.

As discussed in the Second Quarter 2019 Overview above, there were no merger and acquisition related activities during the three months ended June 30, 2019 and therefore, no adjustments were made to net income to arrive at an adjusted net income for the period. The results for the three months ended June 30, 2018 were impacted by the acquisition of ICC during June 2018, which resulted in $1.1 million of transaction costs included in noninterest expense. Excluding the transaction costs, net of taxes, we earned adjusted net income of $13.2 million for the three months ended June 30, 2018 compared to $12.7 million for the three months ended June 30, 2019, a decrease of $0.5 million. The adjusted decrease was primarily the result of a $14.4 million increase in adjusted noninterest expense and a $0.2 million increase in adjusted income tax expense, offset in part by a $10.2 million increase in net interest income, a $1.2 million decrease in provision for loan losses, and a $2.7 million increase in noninterest income.

Details of the changes in the various components of net income are further discussed below.

Net Interest Income

Our operating results depend primarily on our net interest income, which is the difference between interest income on interest earning assets, including loans and securities, and interest expense incurred on interest bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the amount and type of interest earning assets and interest bearing liabilities, combine to affect net interest income. Our net interest income is affected by changes in the amount and mix of interest earning assets and interest bearing liabilities, referred to as a “volume change.” It is also affected by changes in yields earned on interest earning assets and rates paid on interest bearing liabilities, referred to as a “rate change.”

The following table presents the distribution of average assets, liabilities and equity, as well as interest income and fees earned on average interest earning assets and interest expense paid on average interest bearing liabilities:

	Three Months Ended June 30,
	2019							2018
	Average				Average			Average				Average
(Dollars in thousands)	Balance		Interest		Rate⁽⁴⁾			Balance		Interest		Rate⁽⁴⁾
Interest earning assets:
Cash and cash equivalents	$	166,426	$	1,022		2.46	%	$	217,605	$	1,030		1.90	%
Taxable securities		287,607		2,317		3.23	%		168,182		1,024		2.44	%
Tax-exempt securities		61,712		350		2.28	%		35,016		155		1.78	%
FHLB stock		21,851		146		2.67	%		18,297		101		2.21	%
Loans ⁽¹⁾		3,707,987		73,468		7.95	%		2,922,047		58,939		8.09	%
Total interest earning assets		4,245,583		77,303		7.30	%		3,361,147		61,249		7.31	%
Noninterest earning assets:
Cash and cash equivalents		80,796							54,441
Other noninterest earning assets		368,268							213,372
Total assets	$	4,694,647						$	3,628,960
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	592,593	$	391		0.26	%	$	381,114	$	215		0.23	%
Individual retirement accounts		111,962		437		1.57	%		103,358		315		1.22	%
Money market		419,066		1,473		1.41	%		256,841		335		0.52	%
Savings		366,953		120		0.13	%		241,029		30		0.05	%
Certificates of deposit		1,006,950		5,568		2.22	%		767,484		2,593		1.36	%
Brokered deposits		337,086		2,021		2.40	%		246,089		1,143		1.86	%
Total deposits		2,834,610		10,010		1.42	%		1,995,915		4,631		0.93	%
Subordinated notes		48,967		839		6.87	%		48,864		838		6.88	%
Junior subordinated debentures		39,241		744		7.60	%		38,787		713		7.37	%
Other borrowings		368,455		2,291		2.49	%		385,646		1,810		1.88	%
Total interest bearing liabilities		3,291,273		13,884		1.69	%		2,469,212		7,992		1.30	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits		686,923							553,309
Other liabilities		64,104							23,823
Total equity		652,347							582,616
Total liabilities and equity	$	4,694,647						$	3,628,960
Net interest income			$	63,419						$	53,257
Interest spread ⁽²⁾						5.61	%						6.01	%
Net interest margin ⁽³⁾						5.99	%						6.36	%

⁽¹⁾	Balance totals include respective nonaccrual assets.

⁽²⁾	Net interest spread is the yield on average interest earning assets less the rate on interest bearing liabilities.

⁽³⁾	Net interest margin is the ratio of net interest income to average interest earning assets.

⁽⁴⁾	Ratios have been annualized.

The following table presents loan yields earned on our community banking, commercial finance, and national lending loan portfolios:

	Three Months Ended June 30,
(Dollars in thousands)	2019			2018
Average community banking	$	2,166,122		$	1,658,654
Average commercial finance		1,168,110			978,239
Average national lending		373,755			285,155
Average total loans	$	3,707,987		$	2,922,047
Community banking yield		5.88	%		5.97	%
Commercial finance yield		12.52	%		12.48	%
National lending yield		5.62	%		5.35	%
Total loan yield		7.95	%		8.09	%

We earned net interest income of $63.4 million for the three months ended June 30, 2019 compared to $53.3 million for the three months ended June 30, 2018, an increase of $10.1 million, or 18.9%, primarily driven by the following factors.

Interest income increased $16.1 million, or 26.3%, as a result of an increase in average interest earning assets of $884.4 million, or 26.3%, which was attributable to the impact of the FBD and SCC acquisitions which closed subsequent to June 30, 2018 and contributed $287.8 million of loans and $270.7 million of securities. The increase is also attributable to growth in our factored receivable operations as a result of a full quarter impact of the ICC acquisition and organic factored receivables growth. Additional interest income also resulted from organic growth in our loan portfolio. The average balance of our higher yielding commercial finance loans increased $189.9 million, or 19.4%, from $978.2 million for the three months ended June 30, 2018 to $1.168 billion for the three months ended June 30, 2019 as a result of a full quarter impact of the ICC acquisition and the continued execution of our growth strategy for such products. Our average mortgage warehouse lending balance was $297.6 million for the three months ended June 30, 2019 compared to $238.1 million for the three months ended June 30, 2018. We also experienced increased average balances in our other community banking lending products, including commercial real estate and general commercial and industrial loans, due to organic growth period over period. A component of interest income consists of discount accretion on acquired loan portfolios. We recognized discount accretion on purchased loans of $1.3 million and $3.6 million for the three months ended June 30, 2019 and 2018, respectively.

Interest expense increased $5.9 million, or 73.7%, as a result of growth in customer deposits and other borrowings as well as higher average rates. Average total interest bearing deposits increased $838.7 million 42.0%, primarily due to $674.7 million of customer deposits assumed in the FBD and SCC acquisitions. Excluding the acquired customer deposits, we also experienced growth in our certificates of deposit and brokered deposits as these higher cost deposit products were used to fund our growth period over period. We decreased our use of other interest bearing borrowings, consisting primarily of FHLB advances, period over period however, the decrease in the average balance was more than offset by an increase in average rate.

Net interest margin decreased to 5.99% for the three months ended June 30, 2019 from 6.36% for the three months ended June 30, 2018, a decrease of 37 basis points or 5.8%.

The decrease in our net interest margin primarily resulted from an increase in our average cost of interest bearing liabilities of 39 basis points. This increase was caused by an increased use of higher rate certificates of deposit and brokered deposits to fund our growth period over period, and higher rates on short term and floating rate FHLB advances as a result of higher interest rates in the macro economy. This increase was partially offset by a change in the mix of our interest bearing deposits resulting from lower cost customer deposits assumed in the FBD and SCC acquisitions.

Also impacting our net interest margin was a decrease in yields on our loan portfolio. While our average yield on interest earning assets only decreased 1 basis point to 7.30% for the three months ended June 30, 2019, the change in the overall mix within our loan portfolio period over period drove a 14 basis point reduction in our loan yield to 7.95% for the same period. Our higher yielding average commercial finance products as a percentage of the total loan portfolio decreased from 33.5% for the three months ended June 30, 2018 to 31.5% for the three months ended June 30, 2019 contributing to the overall decrease in yield on our loan portfolio. Average factored receivables as a percentage of the total commercial finance portfolio increased from 46.9% at June 30, 2018 to 48.5% at June 30, 2019 which partially offset the decrease in yield on our loan portfolio. In addition, our transportation factoring balances, which generate a higher yield than our non-transportation factoring balances, decreased as a percentage of the overall factoring portfolio to 79% at June 30, 2019 compared to 80% at June 30, 2018.

The following table shows the effects that changes in average balances (volume) and average interest rates (rate) had on the interest earned on our interest earning assets and the interest incurred on our interest bearing liabilities:

	Three Months Ended
	June 30, 2019 vs. 2018
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate			Volume			Net Increase
Interest earning assets:
Cash and cash equivalents	$	306		$	(314	)	$	(8	)
Taxable securities		331			962			1,293
Tax-exempt securities		43			152			195
FHLB stock		21			24			45
Loans		(1,043	)		15,572			14,529
Total interest income		(342	)		16,396			16,054
Interest bearing liabilities:
Interest bearing demand		37			139			176
Individual retirement accounts		88			34			122
Money market		568			570			1,138
Savings		49			41			90
Certificates of deposit		1,651			1,324			2,975
Brokered deposits		332			546			878
Total deposits		2,725			2,654			5,379
Subordinated notes		(1	)		2			1
Junior subordinated debentures		22			9			31
Other borrowings		588			(107	)		481
Total interest expense		3,334			2,558			5,892
Change in net interest income	$	(3,676	)	$	13,838		$	10,162

Provision for Loan Losses

The provision for loan losses is the amount of expense that, based on our judgment, is required to maintain the allowance for loan and lease losses (“ALLL”) at an appropriate level to absorb estimated incurred losses in the loan portfolio at the balance sheet date. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity.

Our ALLL was $29.4 million as of June 30, 2019 versus $27.6 million as of December 31, 2018, representing an ALLL to total loans ratio of 0.77% and 0.76% respectively.

Our provision for loan losses was $3.7 million for the three months ended June 30, 2019 compared to $4.9 million for the three months ended June 30, 2018, a decrease of $1.2 million, or 24.5%.

The decrease in provision for loan losses was the result of the prior period impact of ICC and a decrease in net new specific reserves. Acquired ICC factored receivables were recorded through purchase accounting without an allowance. Given the short term nature of factored receivables, ICC contributed $1.8 million in provision for loan loss during the three months ended June 30, 2018 to provide for turnover of the receivables subsequent to acquisition as well as portfolio growth. We recorded net new specific reserves of $1.2 million during the three months ended June 30, 2019 compared to $2.0 million during the three months ended June 30, 2018.

During the three months ended June 30, 2019, outstanding loans increased $223.0 million from March 31, 2019. Excluding the aforementioned impact of the ICC acquisition, during the three months ended June 30, 2018 outstanding loans increased $191.5 million from March 31, 2018. The larger increase in loan balances within the three months ended June 30, 2019 as well as changes in the mix of our portfolio and loss factors used partially offset the decrease in our provision for loan losses in the current period. We experienced higher total net charge-offs of $1.9 million in the three months ended June 30, 2019 compared to $0.4 million for the same period in 2018. Approximately $1.5 million and $0.2 million of the charge-offs for the three months ended June 30, 2019 and 2018, respectively, had specific reserves previously recorded.

Noninterest Income

The following table presents our major categories of noninterest income:

	Three Months Ended June 30,
(Dollars in thousands)	2019		2018			$ Change		% Change
Service charges on deposits	$	1,700	$	1,210		$	490		40.5	%
Card income		2,071		1,394			677		48.6	%
Net OREO gains (losses) and valuation adjustments		148		(528	)		676		128.0	%
Net gains (losses) on sale of securities		14		—			14		100.0	%
Fee income		1,519		1,121			398		35.5	%
Insurance commissions		961		819			142		17.3	%
Other		1,210		929			281		30.2	%
Total noninterest income	$	7,623	$	4,945		$	2,678		54.2	%

Noninterest income increased $2.7 million, or 54.2%. Changes in selected components of noninterest income in the above table are discussed below.

•

Service charges on deposits. Service charges on deposit accounts, including overdraft and non-sufficient funds fees, increased $0.5 million, or 40.5%, primarily due to additional service charges associated with the increase in customer deposits due to the FBD and SCC acquisitions and to a lesser extent, organic growth in deposits.

•

Card Income. Debit and credit card income increased $0.7 million, or 48.6%, primarily due to additional customer debit and credit card activity associated with the increase in issued cards resulting from the FBD and SCC acquisitions as well as cards issued to existing customers.

•

Net OREO gains (losses) and valuation adjustments. Net OREO gains (losses) and valuation adjustments, which represents gains and losses on loans transferred to OREO, gains and losses on the sale of OREO, and valuation adjustments recorded due to the subsequent change in fair value less costs to sell of OREO, contributed $0.7 million to the increase in noninterest income. OREO activity for the three months ended June 30, 2018 included small losses on the sale of two OREO properties as well as normal valuation activity. OREO activity during the three months ended June 30, 2019 was not significant.

•

Fee income. Fee income increased $0.4 million, or 35.5%, primarily due to increased check and wire fees resulting from the FBD and SCC acquisitions as well as a full quarter impact of the ICC acquisition.

•

Other. Other noninterest income includes income associated with bank-owned life insurance and other miscellaneous activities. There were no significant increases or decreases in the components of other noninterest income period over period.

Noninterest Expense

The following table presents our major categories of noninterest expense:

	Three Months Ended June 30,
(Dollars in thousands)	2019		2018		$ Change			% Change
Salaries and employee benefits	$	28,120	$	20,527	$	7,593			37.0	%
Occupancy, furniture and equipment		4,502		3,014		1,488			49.4	%
FDIC insurance and other regulatory assessments		303		383		(80	)		(20.9	%)
Professional fees		1,550		2,078		(528	)		(25.4	%)
Amortization of intangible assets		2,347		1,361		986			72.4	%
Advertising and promotion		1,796		1,300		496			38.2	%
Communications and technology		4,988		3,271		1,717			52.5	%
Travel and entertainment		1,414		1,190		224			18.8	%
Other		5,684		4,279		1,405			32.8	%
Total noninterest expense	$	50,704	$	37,403	$	13,301			35.6	%

Noninterest expense increased $13.3 million, or 35.6%. Noninterest expense for the three months ended June 30, 2018 was impacted by $1.1 million of transaction costs associated with the ICC acquisition on June 2, 2018. Excluding the ICC transaction costs, we incurred adjusted noninterest expense of $36.3 million for the three months ended June 30, 2018, resulting in an adjusted net increase in noninterest expense of $14.4 million period over period. Details of the more significant changes in the various components of noninterest expense are further discussed below.

•

Salaries and Employee Benefits. Salaries and employee benefits expenses increased $7.6 million, or 37.0%, which is primarily due to a significant increase in the total size of our workforce between these periods as our average full-time equivalent employees were 1,138.7 and 855.9 for the three months ended June 30, 2019 and 2018, respectively. Sources of this increased headcount were primarily employees added through the FBD, SCC and ICC acquisitions. In addition, employees were hired to support growth in our lending lines and other strategic initiatives. Other factors contributing to the increase in salaries and employee benefits include merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense.

•

Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses increased $1.5 million, or 49.4%, primarily due to expenses associated with the infrastructure and facilities added through the FBD, SCC and ICC acquisitions.

•

Professional Fees. Professional fees, which are primarily comprised of external audit, tax, consulting, and legal fees, decreased $0.5 million, or 25.4%, primarily due to $1.1 million of professional fees incurred in connection with the ICC acquisition during the three months ended June 30, 2018 that were not incurred during the three months ended June 30, 2019.

•

Amortization of intangible assets. Amortization of intangible assets increased $1.0 million, or 72.4%, primarily due to the addition of intangible assets resulting from the FBD, SCC, and ICC acquisitions.

•

Advertising and promotion. Advertising and promotion expenses increased $0.5 million, or 38.2%, primarily due to advertising and brand-awareness activities in our branch network as well as various internal initiatives associated with the overall growth of operations.

•

Communications and Technology. Communications and technology expenses increased $1.7 million, or 52.5%, primarily as a result of increased usage and transaction volumes resulting from the FBD, SCC and ICC acquisitions as well as growth in our organic operations.

•

Other. Other noninterest expense includes loan-related expenses, software amortization, training and recruiting, postage, insurance, business travel and subscription services. Other noninterest expense increased $1.4 million, or 32.8%, primarily due to increased operations resulting from the FBD, SCC, and ICC acquisitions as well as organic growth in the business. There were no significant increases or decreases in the individual components of other noninterest expense period over period.

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the effect of changes in valuation allowances maintained against deferred tax benefits.

Income tax expense increased $0.4 million, or 11.4%, from $3.5 million for the three months ended June 30, 2018 to $3.9 million for the three months ended June 30, 2019. The increase in income tax expense period over period is consistent with the increase in pre-tax income for the same periods. The effective tax rate was 24% for the three months ended June 30, 2019, compared to 22% for the three months ended June 30, 2018.

Operating Segment Results

Our reportable segments are Banking, Factoring, and Corporate, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the operations of TBK Bank. Our Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Banking segment also includes certain factored receivables which are purchased by TBK Bank. The Factoring segment includes the operations of Triumph Business Capital with revenue derived from factoring services. Corporate includes holding company financing and investment activities and management and administrative expenses to support the overall operations of the Company.

Reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Changes in management structure or allocation methodologies and procedures may result in future changes to previously reported segment financial data. The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” in Note 1 of the Company’s 2018 Form 10-K. Transactions between segments consist primarily of borrowed funds. Beginning in 2019, intersegment interest expense is allocated to the Factoring segment based on Federal Home Loan Bank advance rates. Prior to 2019, intersegment interest was calculated based on the Company’s prime rate. The provision for loan loss is allocated based on the segment’s ALLL determination. Noninterest income and expense directly attributable to a segment are assigned accordingly. Taxes are paid on a consolidated basis and are not allocated for segment purposes.

The following tables present our primary operating results for our operating segments:

(Dollars in thousands)
Three Months Ended June 30, 2019	Banking		Factoring			Corporate			Consolidated
Total interest income	$	52,258	$	24,762		$	283		$	77,303
Intersegment interest allocations		2,512		(2,512	)		—			—
Total interest expense		12,301		—			1,583			13,884
Net interest income (expense)		42,469		22,250			(1,300	)		63,419
Provision for loan losses		2,874		807			—			3,681
Net interest income after provision		39,595		21,443			(1,300	)		59,738
Noninterest income		6,453		1,205			(35	)		7,623
Noninterest expense		36,651		13,253			800			50,704
Operating income (loss)	$	9,397	$	9,395		$	(2,135	)	$	16,657

(Dollars in thousands)
Three Months Ended June 30, 2018	Banking		Factoring			Corporate			Consolidated
Total interest income	$	40,376	$	20,314		$	559		$	61,249
Intersegment interest allocations		4,155		(4,155	)		—			—
Total interest expense		6,440		—			1,552			7,992
Net interest income (expense)		38,091		16,159			(993	)		53,257
Provision for loan losses		1,592		3,313			1			4,906
Net interest income after provision		36,499		12,846			(994	)		48,351
Noninterest income		4,033		920			(8	)		4,945
Noninterest expense		26,401		10,311			691			37,403
Operating income (loss)	$	14,131	$	3,455		$	(1,693	)	$	15,893

(Dollars in thousands)
June 30, 2019	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	4,702,249	$	636,901	$	739,219	$	(1,295,180	)	$	4,783,189
Gross loans	$	3,742,999	$	544,601	$	1,553	$	(453,250	)	$	3,835,903

(Dollars in thousands)
December 31, 2018	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	4,458,399	$	688,245	$	737,530	$	(1,324,395	)	$	4,559,779
Gross loans	$	3,523,850	$	588,750	$	10,795	$	(514,751	)	$	3,608,644

Banking

(Dollars in thousands)	Three Months Ended June 30,
Banking	2019		2018		$ Change			% Change
Total interest income	$	52,258	$	40,376	$	11,882			29.4	%
Intersegment interest allocations		2,512		4,155		(1,643	)		(39.5	%)
Total interest expense		12,301		6,440		5,861			91.0	%
Net interest income (expense)		42,469		38,091		4,378			11.5	%
Provision for loan losses		2,874		1,592		1,282			80.5	%
Net interest income (expense) after provision		39,595		36,499		3,096			8.5	%
Noninterest income		6,453		4,033		2,420			60.0	%
Noninterest expense		36,651		26,401		10,250			38.8	%
Operating income (loss)	$	9,397	$	14,131	$	(4,734	)		(33.5	%)

Our Banking segment’s operating income decreased $4.7 million, or 33.5%.

Interest income increased primarily as a result of increases in the balances of our interest earning assets, primarily loans, due to the continued growth of our commercial finance products and general commercial loans. In addition, we acquired a combined $287.8 million of loans and $270.7 million of investment securities in our Banking segment as part of the FBD and SCC acquisitions which closed during the third quarter of 2018. Average loans in our Banking segment increased 28.6% from $2.818 billion for the three months ended June 30, 2018 to $3.623 billion for the three months ended June 30, 2019.

Interest expense increased primarily as a result of higher average rates and growth in average customer deposits and other borrowings due to a combined $674.7 million of customer deposits assumed in the FBD and SCC acquisitions. Excluding the acquired customer deposits, we also experienced organic growth in our certificates of deposit and brokered deposits as these higher cost deposit products were used to fund our growth period over period. We decreased our use of other interest bearing borrowings, consisting primarily of FHLB advances, period over period however, the decrease in the average balance was more than offset by an increase in average rate on these borrowings.

Loans in our Banking segment grew at a faster pace for the three months ended June 30, 2019 compared to the same period in 2018 which, when combined with changes in the mix of our Banking segment portfolio and changes in loss factors, was the primary driver of the increase in provision for loan losses period over period. The increased provision for loan losses was partially offset by a decrease in net new specific reserves. We recorded net new specific reserves at our Banking segment of $0.1 million during the three months ended June 30, 2019 compared to net new specific reserves of $0.9 million recorded during the three months ended June 30, 2018. Net charge-offs increased by $0.1 million from $0.3 million for the three months ended June 30, 2018 to $0.4 million for the three months ended June 30, 2019 at our Banking segment. Approximately $0.2 million of the charge-offs for the three months ended June 30, 2018 had specific reserves previously recorded. None of the charge-offs for the three months ended June 30, 2019 had specific reserves recorded during a previous period.

Noninterest expense increased due to incremental costs associated with the growth in our Banking segment personnel and infrastructure in conjunction with our acquisitions of FBD and SCC, as well as personnel, facilities and infrastructure to support the continued organic growth in our lending operations. In addition, increases due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense contributed to the increase.

Factoring

(Dollars in thousands)	Three Months Ended June 30,
Factoring	2019			2018			$ Change			% Change
Total interest income	$	24,762		$	20,314		$	4,448			21.9	%
Intersegment interest allocations		(2,512	)		(4,155	)		1,643			39.5	%
Total interest expense		—			—			—			—
Net interest income (expense)		22,250			16,159			6,091			37.7	%
Provision for loan losses		807			3,313			(2,506	)		(75.6	%)
Net interest income (expense) after provision		21,443			12,846			8,597			66.9	%
Noninterest income		1,205			920			285			31.0	%
Noninterest expense		13,253			10,311			2,942			28.5	%
Operating income (loss)	$	9,395		$	3,455		$	5,940			171.9	%

	Three Months Ended June 30,
	2019			2018
Factored receivable period end balance	$	544,601,000		$	577,548,000
Yield on average receivable balance		18.73	%		18.70	%
Rolling twelve quarter annual charge-off rate		0.40	%		0.41	%
Factored receivables - transportation concentration		83	%		84	%

Interest income, including fees	$	24,762,000		$	20,314,000
Non-interest income		1,205,000			920,000
Factored receivable total revenue		25,967,000			21,234,000
Average net funds employed		483,203,000			398,096,000
Yield on average net funds employed		21.55	%		21.39	%

Accounts receivable purchased	$	1,408,982,000		$	1,162,810,000
Number of invoices purchased		874,248			656,429
Average invoice size	$	1,612		$	1,771
Average invoice size - transportation	$	1,492		$	1,695
Average invoice size - non-transportation	$	3,047		$	2,522

Net new clients		73			2,146
Period end clients		6,455			5,584

Our Factoring segment’s operating income increased $5.9 million, or 171.9%.

Our average invoice size decreased 9.0% from $1,771 for the three months ended June 30, 2018 to $1,612 for the three months ended June 30, 2019, while the number of invoices purchased increased 33.2% period over period.

Net interest income increased due primarily to a 21.4% increase in overall average net funds employed in the second quarter of 2019 compared to the second quarter of 2018. Net funds employed represent factored receivable balances net of customer reserves which we hold to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits in our consolidated balance sheets. The increase in NFE was the result of a full quarter impact of the ICC acquisition as well as organic growth in the factored receivables portfolio. However, the Company believes this growth was offset in part by a decrease in transportation demand during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018 due to a combination of macroeconomic factors that caused record demand in the transportation sector in 2018. Demand appears to have settled into a more traditional pattern throughout 2019. These macroeconomic factors influenced invoice prices and utilization, both of which impact NFE and period end balances in our factoring portfolio. Prior to 2019, intersegment interest was calculated based on the Company’s prime rate. Beginning in 2019, intersegment interest expense is allocated to the Factoring segment based on lower Federal Home Loan Bank advance rates which also contributed to the increase in net interest income. In addition to increased purchases, yield on average net funds employed increased period over period as a result of higher yielding clients in the ICC book, and to a lesser extent more balances on which fees are charged on days outstanding. Our transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances, as a percentage of the overall Factoring segment portfolio decreased from 84% on June 30, 2019 to 83% on June 30, 2018.

The decrease in provision for loan losses was primarily the result of lower growth in the ending balance of the factored receivables portfolio during the three months ended June 30, 2019 compared to the same period in 2018. The ending balance of the factored receivables portfolio at our Factoring segment grew $10.2 million during the three months ended June 30, 2019 compared to ending balance growth of $204.8 million over the same time period in 2018 driven by the acquisition of ICC. We experienced higher total net charge-offs of $1.4 million in the three months ended June 30, 2019 compared to $0.1 million for the same period in 2018 however, current period charge-offs were fully reserved in a prior period while no reserves were established on the second quarter 2018 charge-offs. We recorded net new allowances on specific at-risk balances at our Factoring segment of $1.0 million during the three months ended June 30, 2019 and 2018, respectively.

The increase in noninterest expense was driven primarily by increased personnel, operating and technology costs incurred in connection with a full quarter impact of the ICC acquisition and growth in our factoring portfolio, particularly the increase in the number of clients and number of invoices processed period over period. Reflected in our Factoring segment’s noninterest expense for the three months ended June 30, 2018 is $1.1 million in transaction costs related to the ICC acquisition. The increase in noninterest income was also the result of continued growth in the client portfolio.

Corporate

(Dollars in thousands)	Three Months Ended June 30,
Corporate	2019			2018			$ Change			% Change
Total interest income	$	283		$	559		$	(276	)		(49.4	%)
Intersegment interest allocations		—			—			—			—
Total interest expense		1,583			1,552			31			2.0	%
Net interest income (expense)		(1,300	)		(993	)		(307	)		(30.9	%)
Provision for loan losses		—			1			(1	)		(100.0	%)
Net interest income (expense) after provision		(1,300	)		(994	)		(306	)		(30.8	%)
Noninterest income		(35	)		(8	)		(27	)		(337.5	%)
Noninterest expense		800			691			109			15.8	%
Operating income (loss)	$	(2,135	)	$	(1,693	)	$	(442	)		(26.1	%)

The Corporate segment reported an operating loss of $2.1 million for the three months ended June 30, 2019 compared to an operating loss of $1.7 million for the three months ended June 30, 2018 with no significant fluctuations in accounts period over period.

Results of Operations

Six months ended June 30, 2019 compared with six months ended June 30, 2018

Net Income

We earned net income of $27.5 million for the six months ended June 30, 2019 compared to $24.5 million for the six months ended June 30, 2018, an increase of $3.0 million.

There were no merger and acquisition related activities during the six months ended June 30, 2019 and therefore, no adjustments were made to net income to arrive at an adjusted net income for the period. The results for the six months ended June 30, 2018 were impacted by the acquisition of ICC during June 2018, which resulted in $1.1 million of transaction costs included in noninterest expense. The results for the six months ended June 30, 2018 were also impacted by the sale of THF during March 2018, which resulted in a pre-tax gain on sale in the amount of $1.1 million included in noninterest income.

Excluding the tax-effected impact of the ICC transaction costs and the THF sale transaction, we earned adjusted net income of $24.5 million for the six months ended June 30, 2018 compared to $27.5 million for the six months ended June 30, 2019, an increase of $3.0 million. The adjusted increase was primarily the result of a $24.3 million increase in net interest income, a $2.8 million reduction in the provision for loan losses and a $6.1 million increase in adjusted noninterest income offset in part by a $28.9 million increase in adjusted noninterest expense and a $1.3 million increase in adjusted income tax expense.

Details of the changes in the various components of net income are further discussed below.

Net Interest Income

	Six Months Ended June 30,
	2019							2018
	Average				Average			Average				Average
(Dollars in thousands)	Balance		Interest		Rate⁽⁴⁾			Balance		Interest		Rate⁽⁴⁾
Interest earning assets:
Cash and cash equivalents	$	146,510	$	1,800		2.48	%	$	174,901	$	1,547		1.78	%
Taxable securities		281,657		4,485		3.21	%		173,758		2,081		2.42	%
Tax-exempt securities		75,115		826		2.22	%		46,956		408		1.75	%
FHLB stock		19,867		338		3.44	%		17,310		206		2.40	%
Loans ⁽¹⁾		3,621,993		143,118		7.97	%		2,844,882		111,125		7.88	%
Total interest earning assets		4,145,142		150,567		7.32	%		3,257,807		115,367		7.14	%
Noninterest earning assets:
Cash and cash equivalents		85,978							56,955
Other noninterest earning assets		367,615							205,760
Total assets	$	4,598,735						$	3,520,522
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	599,307	$	764		0.26	%	$	385,533	$	402		0.21	%
Individual retirement accounts		112,794		842		1.51	%		105,116		624		1.20	%
Money market		414,037		2,804		1.37	%		269,698		712		0.53	%
Savings		368,502		243		0.13	%		240,372		60		0.05	%
Certificates of deposit		921,209		9,534		2.09	%		790,238		5,179		1.32	%
Brokered deposits		345,411		4,041		2.36	%		216,404		1,931		1.80	%
Total deposits		2,761,260		18,228		1.33	%		2,007,361		8,908		0.89	%
Subordinated notes		48,954		1,678		6.91	%		48,852		1,675		6.91	%
Junior subordinated debentures		39,184		1,504		7.74	%		38,730		1,310		6.82	%
Other borrowings		352,649		4,427		2.53	%		364,154		3,087		1.71	%
Total interest bearing liabilities		3,202,047		25,837		1.63	%		2,459,097		14,980		1.23	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits		683,252							549,237
Other liabilities		64,762							19,786
Total equity		648,674							492,402
Total liabilities and equity	$	4,598,735						$	3,520,522
Net interest income			$	124,730						$	100,387
Interest spread ⁽²⁾						5.69	%						5.91	%
Net interest margin ⁽³⁾						6.07	%						6.21	%

⁽¹⁾	Balance totals include respective nonaccrual assets.

⁽²⁾	Net interest spread is the yield on average interest earning assets less the rate on interest bearing liabilities.

⁽³⁾	Net interest margin is the ratio of net interest income to average interest earning assets.

⁽⁴⁾	Ratios have been annualized.

The following table presents loan yields earned on our community banking and commercial finance loan portfolios:

	Six Months Ended June 30,
(Dollars in thousands)	2019			2018
Average community banking	$	2,135,142		$	1,643,611
Average commercial finance		1,146,166			940,171
Average national lending		340,685			261,100
Average total loans	$	3,621,993		$	2,844,882
Community banking yield		5.90	%		5.93	%
Commercial finance yield		12.51	%		11.99	%
National lending yield		5.67	%		5.31	%
Total loan yield		7.97	%		7.88	%

We earned net interest income of $124.7 million for the six months ended June 30, 2019 compared to $100.4 million for the six months ended June 30, 2018, an increase of $24.3 million, or 24.2%, primarily driven by the following factors.

Interest income increased $35.2 million, or 30.5%, as a result of an increase in total average interest earning assets of $887.3 million, or 27.2%, which was attributable to the impact of the FBD and SCC acquisitions which closed subsequent to June 30, 2018 and contributed $287.8 million of loans and $270.7 million of securities. The increase is also attributable to growth in our factored receivable operations as a result of a full year to date impact of the ICC acquisition and organic factored receivables growth. Additional interest income also resulted from organic growth in our loan portfolio. The average balance of our higher yielding commercial finance loans increased $206.0 million, or 21.9%, from $940.2 million for the six months ended June 30, 2018 to $1,146.2 million for the six months ended June 30, 2019 as a result of a full year to date impact of the ICC acquisition and the continued execution of our growth strategy for such products. Additionally, our average mortgage warehouse lending balance was $266.7 million for the six months ended June 30, 2019 compared to $212.9 million for the six months ended June 30, 2018. We also experienced increased average balances in our other community banking lending products, including commercial real estate and general commercial and industrial loans, due to organic growth period over period. A component of interest income consists of discount accretion on acquired loan portfolios. We recognized discount accretion on purchased loans of $2.9 million and $5.6 million for the six months ended June 30, 2019 and 2018, respectively.

Interest expense increased $10.9 million, or 72.5%, as a result of growth in customer deposits and other borrowings as well as higher average rates. Average total interest bearing deposits increased $753.9 million, or 37.6%, primarily due to $674.7 million of customer deposits assumed in the FBD and SCC acquisitions. Excluding the acquired customer deposits, we also experienced growth in our certificates of deposit and brokered deposits as these higher cost deposit products were used to fund our growth period over period. We decreased our use of other interest bearing borrowings, consisting primarily of FHLB advances, period over period however, the decrease in the average balance was more than offset by an increase in the average rate.

Net interest margin decreased to 6.07% for the six months ended June 30, 2019 from 6.21% for the six months ended June 30, 2018, a decrease of 14 basis points, or 2.3%.

The decrease in our net interest margin primarily resulted from an increase in our average cost of interest bearing liabilities of 40 basis points. This increase was caused by an increased use of higher rate certificates of deposit and brokered deposits to fund our growth period over period, and higher rates on short term and floating rate FHLB advances as a result of higher interest rates in the macro economy. This increase was partially offset by a change in the mix of our interest bearing deposits resulting from lower cost customer deposits assumed in the FBD and SCC acquisitions.

The decrease in our net interest margin was partially offset by an increase in yields on our interest earning assets. Our average yield on interest earning assets increased 18 basis points to 7.32% for the six months ended June 30, 2019 from 7.14% for the six months ended June 30, 2018, primarily due to a change in the mix within our loan portfolio period over period. This increase was primarily driven by an increase in average factored receivables as a percentage of the total commercial finance portfolio from 44.0% for the six months ended June 30, 2018 to 49.7% for the six months ended June 30, 2019. The impact of average factored receivable balances was partially offset by an overall decrease in our higher yielding average commercial finance products as a percentage of the total portfolio from 33.0% for the six months ended June 30, 2018 to 31.6% for the six months ended June 30, 2019. Further, our transportation factoring balances, which generate a higher yield than our non-transportation factoring balances, decreased as a percentage of the overall factoring portfolio to 79% at June 30, 2019 compared to 80% at June 30, 2018.

	Six Months Ended
	June 30, 2019 vs. 2018
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate			Volume			Net Increase
Interest earning assets:
Cash and cash equivalents	$	602		$	(349	)	$	253
Taxable securities		686			1,718			2,404
Tax-exempt securities		109			309			418
FHLB stock		88			44			132
Loans		1,286			30,707			31,993
Total interest income		2,771			32,429			35,200
Interest bearing liabilities:
Interest bearing demand		89			273			362
Individual retirement accounts		161			57			218
Money market		1,114			978			2,092
Savings		99			84			183
Certificates of deposit		3,000			1,355			4,355
Brokered deposits		601			1,509			2,110
Total deposits		5,064			4,256			9,320
Subordinated notes		—			3			3
Junior subordinated debentures		177			17			194
Other borrowings		1,484			(144	)		1,340
Total interest expense		6,725			4,132			10,857
Change in net interest income	$	(3,954	)	$	28,297		$	24,343

Provision for Loan Losses

Our ALLL was $29.4 million as of June 30, 2019 versus $27.6 million as of December 31, 2018, representing an ALLL to total loans ratio of 0.77% and 0.76% respectively.

Our provision for loan losses was $4.7 million for the six months ended June 30, 2019 compared to $7.5 million for the six months ended June 30, 2018, a decrease of $2.8 million, or 37.3%.

The decrease in provision for loan losses was the result of the prior period impact of ICC, a decrease in net new specific reserves and decreased loan growth. Acquired ICC factored receivables were recorded through purchase accounting without an allowance. Given the short term nature of factored receivables, ICC contributed $1.8 million in provision for loan loss during the six months ended June 30, 2018 to provide for turnover of the receivables subsequent to acquisition as well as portfolio growth. We recorded net new specific reserves of $2.4 million during the six months ended June 30, 2019 compared to $2.7 million during the six months ended June 30, 2018. During the six months ended June 30, 2019, outstanding loans increased $227.3 million from December 31, 2018. Excluding the aforementioned impact of the ICC acquisition, during the six months ended June 30, 2018 outstanding loans increased $254.6 million from December 31, 2017. The smaller increase in loan balances within the six months ended June 30, 2019 as well as changes in the mix of our portfolio and loss factors used further contributed to the decrease in our provision for loan losses in the current period.

We experienced higher total net charge-offs of $2.9 million in the six months ended June 30, 2019 compared to $1.7 million for the same period in 2018. Approximately $1.9 million and $1.0 million of the charge-offs for the six months ended June 30, 2019 and 2018, respectively, had specific reserves previously recorded.

Noninterest Income

The following table presents our major categories of noninterest income:

	Six Months Ended June 30,
(Dollars in thousands)	2019		2018			$ Change			% Change
Service charges on deposits	$	3,306	$	2,355		$	951			40.4	%
Card income		3,915		2,638			1,277			48.4	%
Net OREO gains (losses) and valuation adjustments		357		(616	)		973			158.0	%
Net gains (losses) on sale of securities		3		(272	)		275			101.1	%
Fee income		3,131		1,921			1,210			63.0	%
Insurance commissions		1,880		1,533			347			22.6	%
Gain on sale of subsidiary or division		—		1,071			(1,071	)		(100.0	%)
Other		2,569		1,487			1,082			72.8	%
Total noninterest income	$	15,161	$	10,117		$	5,044			49.9	%

Noninterest income increased $5.0 million, or 49.9%. Noninterest income for the six months ended June 30, 2018 was impacted by the realization of the $1.1 million gain associated with the sale of THF in the first quarter of 2018. Excluding the gain on sale of THF, we earned adjusted noninterest income of $9.0 million for the six months ended June 30, 2018, resulting in an adjusted increase in noninterest income of $6.1 million, or 67.8%, period over period. Changes in selected components of noninterest income in the above table are discussed below.

•

Service Charges on Deposits. Service charges on deposit accounts, including overdraft and non-sufficient funds fees, increased $1.0 million, or 40.4%, primarily due to additional service charges associated with the increase in customer deposits due to the FBD and SCC acquisitions and to a lesser extent, organic growth in deposits.

•

Card Income. Debit and credit card income increased $1.3 million, or 48.4%, primarily due to additional customer debit and credit card activity associated with the increase in issued cards resulting from the FBD and SCC acquisitions as well as cards issued to existing customers.

•

Net OREO gains (losses) and valuation adjustments. Net OREO (losses) and valuation adjustments, which represents gains and losses on loans transferred to OREO, gains and losses on the sale of OREO, and valuation adjustments recorded due to the subsequent change in fair value less costs to sell of OREO, reflect increased gains of $1.0 million primarily due to small losses on the sale of two OREO properties during the three months ended June 30, 2018 as well as normal valuation activity. OREO activity during the six months ended June 30, 2019 was not significant.

•

Fee income. Fee income increased $1.2 million, or 63.0%, primarily due to increased check and wire fees resulting from the FBD and SCC acquisitions as well as a full year to date impact of the ICC acquisition.

•

Other. Other noninterest income, including income associated with bank-owned life insurance and other miscellaneous activities, increased $1.1 million, or 72.8%. There were no significant increases or decreases in the individual components of other noninterest income period over period.

Noninterest Expense

The following table presents our major categories of noninterest expense:

	Six Months Ended June 30,
(Dollars in thousands)	2019		2018		$ Change			% Change
Salaries and employee benefits	$	54,559	$	39,931	$	14,628			36.6	%
Occupancy, furniture and equipment		9,024		6,068		2,956			48.7	%
FDIC insurance and other regulatory assessments		602		582		20			3.4	%
Professional fees		3,415		3,718		(303	)		(8.1	%)
Amortization of intangible assets		4,749		2,478		2,271			91.6	%
Advertising and promotion		3,400		2,329		1,071			46.0	%
Communications and technology		9,862		6,630		3,232			48.7	%
Travel and entertainment		2,439		1,846		593			32.1	%
Other		11,220		7,863		3,357			42.7	%
Total noninterest expense	$	99,270	$	71,445	$	27,825			38.9	%

Noninterest expense increased $27.8 million, or 38.9%. Noninterest expense for the six months ended June 30, 2018 was impacted by $1.1 million of transaction costs associated with the ICC acquisition. Excluding the ICC transaction costs, we incurred adjusted noninterest expense of $70.3 million for the six months ended June 30, 2018, resulting in an adjusted net increase in noninterest expense of $28.9 million, or 41.1% period over period. Details of the more significant changes in the various components of noninterest expense are further discussed below.

•

Salaries and Employee Benefits. Salaries and employee benefits expenses increased $14.6 million, or 36.6%. We experienced a significant increase in the total size of our workforce between these periods as our average full-time equivalent employees were 1,135.1 and 841.6 for the six months ended June 30, 2019 and 2018, respectively. Sources of this increased headcount were primarily employees added through the FBD, SCC and ICC acquisitions. In addition, employees were hired to support growth in our lending lines and other strategic initiatives. Other factors contributing to the increase in salaries and employee benefits include merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense.

•

Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses increased $3.0 million, or 48.7%, primarily due to expenses associated with the infrastructure and facilities added through the FBD, SCC and ICC acquisitions.

•

Professional Fees. Professional fees, which are primarily comprised of external audit, tax, consulting, and legal fees, decreased $0.3 million, or 8.1% primarily due to $1.1 million of professional fees incurred in connection with the ICC acquisition during the six months ended June 30, 2018 that were not incurred during the six months ended June 30, 2019.

•

Amortization of intangible assets. Amortization of intangible assets increased $2.3 million, or 91.6%, primarily due to the addition of intangible assets resulting from the FBD, SCC, and ICC acquisitions.

•

Advertising and promotion. Advertising and promotion expenses increased $1.1 million, or 46.0%, primarily due to advertising and brand-awareness activities in our branch network as well as various internal initiatives associated with the overall growth of operations.

•

Communications and Technology. Communications and technology expenses increased $3.2 million, or 48.7%, primarily as a result of increased usage and transaction volumes resulting from the FBD, SCC and ICC acquisitions as well as growth in our organic operations.

•

Travel and entertainment. Travel and entertainment expenses increased $0.6 million, or 32.1%, primarily due to increased travel in the normal course of business as a result of our expanded operations.

•

Other. Other noninterest expense includes loan-related expenses, software amortization, training and recruiting, postage, insurance, business travel and subscription services. Other noninterest expense increased $3.4 million, or 42.7%. Loan related expense increased $0.4 million, bank service charges increased $0.6 million, debit and credit card expense increased $0.6 million and software amortization expense increased $0.5 million primarily due to increased operations resulting from the FBD, SCC, and ICC acquisitions as well as organic growth in the business.

Income Taxes

Income tax expense increased $1.2 million, or 16.7%, from $7.2 million for the six months ended June 30, 2018 to $8.4 million for the six months ended June 30, 2019. The increase in income tax expense period over period is consistent with the increase in pre-tax income for the same periods. The effective tax rate was flat at 23% for the six months ended June 30, 2018 and 2019.

Operating Segment Results

The following tables present our primary operating results for our operating segments:

(Dollars in thousands)
Six Months Ended June 30, 2019	Banking		Factoring			Corporate			Consolidated
Total interest income	$	101,379	$	48,566		$	622		$	150,567
Intersegment interest allocations		5,150		(5,150	)		—			—
Total interest expense		22,655		—			3,182			25,837
Net interest income (expense)		83,874		43,416			(2,560	)		124,730
Provision for loan losses		3,828		944			(77	)		4,695
Net interest income after provision		80,046		42,472			(2,483	)		120,035
Noninterest income		12,751		2,281			129			15,161
Noninterest expense		71,038		26,546			1,686			99,270
Operating income (loss)	$	21,759	$	18,207		$	(4,040	)	$	35,926

(Dollars in thousands)
Six Months Ended June 30, 2018	Banking		Factoring			Corporate			Consolidated
Total interest income	$	79,280	$	35,094		$	993		$	115,367
Intersegment interest allocations		7,088		(7,088	)		—			—
Total interest expense		11,994		—			2,986			14,980
Net interest income (expense)		74,374		28,006			(1,993	)		100,387
Provision for loan losses		3,736		3,706			12			7,454
Net interest income after provision		70,638		24,300			(2,005	)		92,933
Gain on sale of subsidiary or division		1,071		—			—			1,071
Other noninterest income		7,620		1,510			(84	)		9,046
Noninterest expense		52,939		17,165			1,341			71,445
Operating income (loss)	$	26,390	$	8,645		$	(3,430	)	$	31,605

(Dollars in thousands)
June 30, 2019	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	4,702,249	$	636,901	$	739,219	$	(1,295,180	)	$	4,783,189
Gross loans	$	3,742,999	$	544,601	$	1,553	$	(453,250	)	$	3,835,903

(Dollars in thousands)
December 31, 2018	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	4,458,399	$	688,245	$	737,530	$	(1,324,395	)	$	4,559,779
Gross loans	$	3,523,850	$	588,750	$	10,795	$	(514,751	)	$	3,608,644

Banking

(Dollars in thousands)	Six Months Ended June 30,
Banking	2019		2018		$ Change			% Change
Total interest income	$	101,379	$	79,280	$	22,099			27.9	%
Intersegment interest allocations		5,150		7,088		(1,938	)		(27.3	%)
Total interest expense		22,655		11,994		10,661			88.9	%
Net interest income (expense)		83,874		74,374		9,500			12.8	%
Provision for loan losses		3,828		3,736		92			2.5	%
Net interest income (expense) after provision		80,046		70,638		9,408			13.3	%
Gain on sale of subsidiary or division		—		1,071		(1,071	)		(100.0	%)
Other noninterest income		12,751		7,620		5,131			67.3	%
Noninterest expense		71,038		52,939		18,099			34.2	%
Operating income (loss)	$	21,759	$	26,390	$	(4,631	)		(17.5	%)

Our Banking segment’s operating income decreased $4.6 million, or 17.5%.

Interest income increased primarily as a result of increases in the balances of our interest earning assets, primarily loans, due to the continued growth of our commercial finance products and general commercial loans. In addition, we acquired a combined $287.8 million of loans and $270.7 million of investment securities in our Banking segment as part of the FBD and SCC acquisitions which closed during the third quarter of 2018. Average loans in our Banking segment increased 28.9% from $2.746 billion for the six months ended June 30, 2018 to $3.540 billion for the six months ended June 30, 2019.

Interest expense increased primarily as a result of higher rates and growth in average customer deposits and other borrowings due to a combined $674.7 million of customer deposits assumed in the FBD and SCC acquisitions. Excluding the acquired customer deposits, we also experienced organic growth in our certificates of deposit and brokered deposits as these higher cost deposit products were used to fund our growth period over period. We decreased our use of other interest bearing borrowings, consisting primarily of FHLB advances, period over period however, the decrease in the average balance was more than offset by an increase in average rate on these borrowings.

Loans in our Banking segment grew at a faster pace for the six months ended June 30, 2019 compared to the same period in 2018 which, when combined with changes in the mix of our Banking segment portfolio and changes in loss factors, was the primary driver of the increase in provision for loan losses period over period. The increased provision for loan losses was partially offset by a decrease in net new specific reserves. We recorded net new specific reserves at our Banking segment of $0.5 million during the six months ended June 30, 2019 compared to net new specific reserves of $1.7 million recorded during the six months ended June 30, 2018. Net charge-offs increased by $0.4 million from $1.0 million for the six months ended June 30, 2018 to $1.4 million for the six months ended June 30, 2019 at our Banking segment. Approximately $0.5 million of the charge-offs for the six months ended June 30, 2018 and 2019, respectively, had specific reserves previously recorded.

Noninterest income at our Banking segment increased primarily due to additional service charges, fee income and card income associated with the increase in customer deposit and credit/debit card accounts acquired in the FBD and SCC acquisitions. Included in other non-interest income for the six months ended June 30, 2019 is a $0.4 million gain related to an interest in the sale of a property owned by a borrower. The increase in noninterest income period over period was partially offset by a $1.1 million pre-tax gain on the sale of THF during the first quarter of 2018.

Factoring

(Dollars in thousands)	Six Months Ended June 30,
Factoring	2019			2018			$ Change			% Change
Total interest income	$	48,566		$	35,094		$	13,472			38.4	%
Intersegment interest allocations		(5,150	)		(7,088	)		1,938			27.3	%
Total interest expense		—			—			—			—
Net interest income (expense)		43,416			28,006			15,410			55.0	%
Provision for loan losses		944			3,706			(2,762	)		(74.5	%)
Net interest income (expense) after provision		42,472			24,300			18,172			74.8	%
Gain on sale of subsidiary or division		—			—			—			—
Other noninterest income		2,281			1,510			771			51.1	%
Noninterest expense		26,546			17,165			9,381			54.7	%
Operating income (loss)	$	18,207		$	8,645		$	9,562			110.6	%

	Six Months Ended June 30,
	2019			2018
Factored receivable period end balance	$	544,601,000		$	577,548,000
Yield on average receivable balance		18.25	%		18.17	%
Rolling twelve quarter annual charge-off rate		0.40	%		0.41	%
Factored receivables - transportation concentration		83	%		84	%

Interest income, including fees	$	48,566,000		$	35,094,000
Non-interest income		2,281,000			1,510,000
Factored receivable total revenue		50,847,000			36,604,000
Average net funds employed		489,023,000			357,292,000
Yield on average net funds employed		20.97	%		20.66	%

Accounts receivable purchased	$	2,734,122,000		$	2,075,146,000
Number of invoices purchased		1,664,086			1,178,335
Average invoice size	$	1,643		$	1,761
Average invoice size - transportation	$	1,515		$	1,678
Average invoice size - non-transportation	$	3,157		$	2,575

Net new clients		264			2,426
Period end clients		6,455			5,584

Our Factoring segment’s operating income increased $9.6 million, or 110.6%.

Our average invoice size decreased 6.7% from $1,761 for the six months ended June 30, 2018 to $1,643 for the six months ended June 30, 2019, and the number of invoices purchased increased 41.2% period over period.

Net interest income increased due to a 36.9% increase in overall average net funds employed during the six months ended June 30, 2019 compared to the same period in 2018. Net funds employed represent factored receivable balances net of customer reserves which we hold to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits in our consolidated balance sheets. The increase in NFE was the result of a full year to date impact of the ICC acquisition as well as organic growth in the factored receivables portfolio. However, the Company believes this growth was offset in part by a decrease in transportation demand during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018 due to a combination of macroeconomic factors that caused record demand in the transportation sector in 2018. Demand appears to have settled into a more traditional pattern throughout 2019. These macroeconomic factors influenced invoice prices and utilization, both of which impact NFE and period end balances in our factoring portfolio. Prior to 2019, intersegment interest was calculated based on the Company’s prime rate. Beginning in 2019, intersegment interest expense is allocated to the Factoring segment based on lower Federal Home Loan Bank advance rates which also contributed to the increase in net interest income. In addition to increased purchases, yield on average net funds employed increased period over period as a result of higher yielding clients in the ICC book, and to a lesser extent more balances on which fees are charged on days outstanding. Our transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances, as a percentage of the overall Factoring segment portfolio decreased from 84% on June 30, 2019 to 83% on June 30, 2018.

The decrease in provision for loan losses was primarily the result of lower growth in the ending balance of the factored receivables portfolio during the six months ended June 30, 2019 compared to the same period in 2018. The ending balance of the factored receivables portfolio at our Factoring segment contracted $44.1 million during the six months ended June 30, 2019 compared to ending balance growth of $231.3 million over the same time period in 2018 driven by the acquisition of ICC. We experienced higher total net charge-offs of $1.4 million in the six months ended June 30, 2019 compared to $0.7 million for the same period in 2018 however, reserves on current period charge-offs were fully established in a prior period while $0.5 million of reserves were established on the 2018 charge-offs. The decrease in provision for loan losses was partially offset by increased net new allowances on specific at-risk balances at our Factoring segment of $1.8 million during the six months ended June 30, 2019 compared to an increase of $1.0 million during the six months ended June 30, 2018.

The increase in noninterest expense was driven primarily by increased personnel, operating and technology costs incurred in connection with a full year to date impact of the ICC acquisition and growth in our factoring portfolio, particularly the increase in the number of clients and number of invoices processed period over period. Reflected in our Factoring segment’s noninterest expense for the six months ended June 30, 2018 is $1.1 million in transaction costs related to the ICC acquisition. The increase in noninterest income was also the result of continued growth in the client portfolio.

Corporate

(Dollars in thousands)	Six Months Ended June 30,
Corporate	2019			2018			$ Change			% Change
Total interest income	$	622		$	993		$	(371	)		(37.4	%)
Intersegment interest allocations		—			—			—			—
Total interest expense		3,182			2,986			196			6.6	%
Net interest income (expense)		(2,560	)		(1,993	)		(567	)		(28.4	%)
Provision for loan losses		(77	)		12			(89	)		(741.7	%)
Net interest income (expense) after provision		(2,483	)		(2,005	)		(478	)		(23.8	%)
Gain on sale of subsidiary or division		—			—			—			—
Other noninterest income		129			(84	)		213			253.6	%
Noninterest expense		1,686			1,341			345			25.7	%
Operating income (loss)	$	(4,040	)	$	(3,430	)	$	(610	)		(17.8	%)

The Corporate segment reported an operating loss of $4.0 million for the six months ended June 30, 2019 compared to an operating loss of $3.4 million for the six months ended June 30, 2018 with no significant fluctuations in accounts period over period.

Financial Condition

Assets

Total assets were $4.783 billion at June 30, 2019, compared to $4.560 billion at December 31, 2018, an increase of $223.4 million, the components of which are discussed below.

Loan Portfolio

Loans held for investment were $3.836 billion at June 30, 2019, compared with $3.609 billion at December 31, 2018.

The following table shows our total loan portfolio by portfolio segments:

	June 30, 2019					December 31, 2018
(Dollars in thousands)			% of Total					% of Total			$ Change			% Change
Commercial real estate	$	1,098,279		29	%	$	992,080		27	%	$	106,199			10.7	%
Construction, land development, land		157,861		4	%		179,591		5	%		(21,730	)		(12.1	%)
1-4 family residential		186,070		5	%		190,185		5	%		(4,115	)		(2.2	%)
Farmland		144,594		4	%		170,540		5	%		(25,946	)		(15.2	%)
Commercial		1,257,330		32	%		1,114,971		31	%		142,359			12.8	%
Factored receivables		583,131		15	%		617,791		17	%		(34,660	)		(5.6	%)
Consumer		26,048		1	%		29,822		1	%		(3,774	)		(12.7	%)
Mortgage warehouse		382,590		10	%		313,664		9	%		68,926			22.0	%
Total Loans	$	3,835,903		100	%	$	3,608,644		100	%	$	227,259			6.3	%

Commercial Real Estate Loans. Our commercial real estate loans increased $106.2 million, or 10.7%, due to new loan origination activity offset by paydowns for the period.

Construction and Development Loans. Our construction and development loans decreased $21.7 million, or 12.1%, due to paydowns and conversion of certain construction and development loans to commercial real estate loans at construction completion. The decrease was slightly offset by origination activity during the period.

Residential Real Estate Loans. Our one-to-four family residential loans decreased $4.1 million, or 2.2%, due primarily to paydowns that were offset by modest origination activity.

Farmland Loans. Our farmland loans decreased $25.9 million, or 15.2%, due to paydowns for the period that outpaced new loan origination activity.

Commercial Loans. Our commercial loans held for investment increased $142.4 million, or 12.8%, due to organic growth in equipment finance loans and premium finance loans as we continue to execute on our growth strategy for such products. We also grew our liquid credit portfolio during the period. In addition, our other commercial lending products, comprised primarily of general commercial loans originated in our community banking markets, increased $75.4 million, or 22.7% as a result of organic growth in the portfolio. We experienced a decrease in asset based lending during six months ended June 30, 2019.

The following table shows our commercial loans:

	June 30,		December 31,
(Dollars in thousands)	2019		2018		$ Change			% Change
Commercial
Equipment	$	395,094	$	352,037	$	43,057			12.2	%
Asset-based lending		208,896		214,110		(5,214	)		(2.4	%)
Liquid credit		21,758		963		20,795			2159.4	%
Premium finance		72,898		72,302		596			0.8	%
Agriculture		150,561		142,881		7,680			5.4	%
Other commercial lending		408,123		332,678		75,445			22.7	%
Total commercial loans	$	1,257,330	$	1,114,971	$	142,359			12.8	%

Factored Receivables. Our factored receivables decreased $34.7 million, or 5.6%. See discussion of our factoring subsidiary in the Operating Segment Results for analysis of the key drivers impacting the change in the ending factored receivables balance during the period.

Consumer Loans. Our consumer loans decreased $3.8 million, or 12.7%, due to paydowns in excess of new loan origination activity during the period.

Mortgage Warehouse. Our mortgage warehouse facilities increased $68.9 million, or 22.0%, due to higher utilization by our clients due to typical seasonality associated with the mortgage business during the period. Client utilization of mortgage warehouse facilities

may experience significant fluctuation on a day-to-day basis given mortgage origination market conditions. Our average mortgage warehouse lending balance was $297.6 million for the three months ended June 30, 2019 compared to $238.1 million for the three months ended June 30, 2018 and $266.7 million for the six months ended June 30, 2019 compared to $212.9 million for the six months ended June 30, 2018.

The following tables set forth the contractual maturities, including scheduled principal repayments, of our loan portfolio and the distribution between fixed and floating interest rate loans:

	June 30, 2019
(Dollars in thousands)	One Year or Less		After One but within Five Years		After Five Years		Total
Commercial real estate	$	170,586	$	659,011	$	268,682	$	1,098,279
Construction, land development, land		58,466		73,131		26,264		157,861
1-4 family residential		20,395		48,480		117,195		186,070
Farmland		13,103		48,807		82,684		144,594
Commercial		492,268		690,401		74,661		1,257,330
Factored receivables		583,131		—		—		583,131
Consumer		3,430		13,062		9,556		26,048
Mortgage warehouse		382,590		—		—		382,590
	$	1,723,969	$	1,532,892	$	579,042	$	3,835,903

Sensitivity of loans to changes in interest rates:
Predetermined (fixed) interest rates			$	974,251	$	151,741
Floating interest rates				558,641		427,301
Total			$	1,532,892	$	579,042

As of June 30, 2019, most of the Company’s non-factoring business activity is with customers located within certain states. The states of Colorado (25%), Texas (25%), Illinois (14%), and Iowa (8%) make up 72% of the Company’s gross loans, excluding factored receivables. Therefore, the Company’s exposure to credit risk is affected by changes in the economies in these states. At December 31, 2018, the states of Colorado (27%), Texas (24%), Illinois (15%) and Iowa (7%) made up 73% of the Company’s gross loans, excluding factored receivables.

Further, a majority (79%) of our factored receivables, representing approximately 12% of our total loan portfolio as of June 30, 2019, are receivables purchased from trucking fleets, owner-operators, and freight brokers in the transportation industry. Although such concentration may cause our future interest income with respect to our factoring operations to be correlated with demand for the transportation industry in the United States generally, and small-to-mid-sized operators in such industry specifically, we feel that the credit risk with respect to our outstanding portfolio is appropriately mitigated as we limit the amount of receivables acquired from individual debtors and creditors thereby achieving diversification across a number of companies and industries. At December 31, 2018, 79% of our factored receivables, representing approximately 14% of our total loan portfolio, were receivables purchased from trucking fleets, owner-operators, and freight brokers in the transportation industry.

Nonperforming Assets

We have established procedures to assist us in maintaining the overall quality of our loan portfolio. In addition, we have adopted underwriting guidelines to be followed by our lending officers and require senior management review of proposed extensions of credit exceeding certain thresholds. When delinquencies exist, we monitor them for any negative or adverse trends. Our loan review procedures include approval of lending policies and underwriting guidelines by the board of directors of our bank subsidiary, independent loan review, approval of large credit relationships by our bank subsidiary’s Management Loan Committee and loan quality documentation procedures. We, like other financial institutions, are subject to the risk that our loan portfolio will be subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. We classify nonperforming assets as nonaccrual loans, loans modified under restructurings as a result of the borrower experiencing financial difficulties (“TDR”), factored receivables greater than 90 days past due, OREO, and other repossessed assets. The balances of nonperforming loans reflect the recorded investment in these assets, including deductions for purchase discounts.

	June 30,			December 31,
(Dollars in thousands)	2019			2018
Nonperforming loans:
Commercial real estate	$	6,749		$	7,096
Construction, land development, land		1,016			91
1-4 family residential		2,384			1,672
Farmland		3,064			4,059
Commercial		14,542			17,104
Factored receivables		5,441			2,152
Consumer		448			355
Mortgage warehouse		—			—
Purchased credit impaired		3,166			3,525
Total nonperforming loans		36,810			36,054
Other real estate owned, net		3,351			2,060
Other repossessed assets		870			165
Total nonperforming assets	$	41,031		$	38,279

Nonperforming assets to total assets		0.86	%		0.84	%
Nonperforming loans to total loans held for investment		0.96	%		1.00	%
Total past due loans to total loans held for investment		1.90	%		2.41	%

Nonperforming loans, including nonaccrual PCI loans, increased $0.8 million, or 2.1%, primarily due to the additions of a $2.4 million commercial real estate loan relationship, a $1.8 million asset based lending loan relationship secured by finished inventory and a $1.7 million commercial real estate loan relationship to nonaccrual during the period. Additionally, $2.0 million of a $2.2 million factored receivable relationship that was current at December 31, 2018 was greater than 90 days past due at June 30, 2019. These increases in nonperforming loans were partially offset by the removal of a $3.6 million nonaccrual asset based lending loan that was paid in full during the six months ended June 30, 2019 and a partial paydown of $3.3 million as part of a troubled debt restructuring on a commercial loan relationship. The restructured loan relationship has a remaining book balance of $1.9 million and carries a 90% government guarantee. The remaining activity in nonperforming loans was also impacted by additions and removals of smaller credits to and from nonperforming loans.

OREO increased $1.3 million, or 62.7%, due to the addition of individually insignificant OREO properties as well as valuation adjustments made throughout the period.

As a result of the above activity and growth in our total assets and total loans held for investment, the ratio of nonperforming loans to total loans held for investment decreased to 0.96% at June 30, 2019 compared to 1.00% at December 31, 2018, and our ratio of nonperforming assets to total assets increased to 0.86% at June 30, 2019 compared to 0.84% at December 31, 2018.

Past due loans to total loans held for investment decreased to 1.90% at June 30, 2019 compared to 2.41% at December 31, 2018, primarily due to improved payment performance activity.

Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of an obligor to continue to comply with repayment terms because of the obligor’s potential operating or financial difficulties. Management monitors these loans and reviews their performance on a regular basis. Potential problem loans contain potential weaknesses that could improve, persist or further deteriorate. At June 30, 2019, we had $9.5 million in loans of this type which are not included in any of the nonperforming loan categories.

Allowance for Loan and Lease Losses

ALLL is a valuation allowance for probable incurred credit losses. Loan losses are charged against the ALLL when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the ALLL. Management estimates the ALLL balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the ALLL may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off.

In addition, the product types associated with fluctuations within the loan portfolio also contribute to the allowance allocation, as different loan products require different levels of ALLL based upon their credit risk characteristics. Loan loss valuation allowances are recorded on specific at-risk balances, typically consisting of impaired loans and factored invoices greater than 90 days past due with negative cash reserves.

Under accounting standards for business combinations, acquired loans are recorded at fair value on the date of acquisition. This fair value adjustment eliminates any of the seller’s ALLL associated with such loans as of the purchase date as any credit exposure associated with such loans is incorporated into the fair value adjustment. A provision for loan losses is recorded for the emergence of new incurred and estimable losses on acquired loans after the acquisition date in excess of the recorded discount.

The following table sets forth the ALLL by category of loan:

	June 30, 2019								December 31, 2018
(Dollars in thousands)	Allocated Allowance		% of Loan Portfolio			ALLL to Loans			Allocated Allowance		% of Loan Portfolio			ALLL to Loans
Commercial real estate	$	5,677		29	%		0.52	%	$	4,493		27	%		0.45	%
Construction, land development, land		1,035		4	%		0.66	%		1,134		5	%		0.63	%
1-4 family residential		409		5	%		0.22	%		317		5	%		0.17	%
Farmland		590		4	%		0.41	%		535		5	%		0.31	%
Commercial		13,899		32	%		1.11	%		12,865		31	%		1.15	%
Factored receivables		6,861		15	%		1.18	%		7,299		17	%		1.18	%
Consumer		563		1	%		2.16	%		615		1	%		2.06	%
Mortgage warehouse		382		10	%		0.10	%		313		9	%		0.10	%
Total Loans	$	29,416		100	%		0.77	%	$	27,571		100	%		0.76	%

The ALLL increased $1.8 million, or 6.7%, which was driven by $2.9 million of net charge-offs (which carried a reserve of $1.9 million at the time of charge-off), $2.4 million of net new specific allowances recorded on impaired loans and growth in the underlying portfolio during the six months ended June 30, 2019. The change in the ALLL during the period was also impacted by changes in the mix of our loan portfolio as well as changes to loss factors.

The following table presents the unpaid principal and recorded investment for loans at June 30, 2019. The difference between the unpaid principal balance and recorded investment is principally (1) premiums and discounts associated with acquisition date fair value adjustments on acquired loans (both PCI and non-PCI) totaling $16.0 million at June 30, 2019, and (2) net deferred origination costs and fees totaling $2.0 million at June 30, 2019. The net difference can provide protection from credit loss in addition to the ALLL as future potential charge-offs for an individual loan is limited to the recorded investment plus unpaid accrued interest.

(Dollars in thousands)	Recorded		Unpaid
June 30, 2019	Investment		Principal		Difference
Commercial real estate	$	1,098,279	$	1,104,946	$	(6,667	)
Construction, land development, land		157,861		161,728		(3,867	)
1-4 family residential		186,070		187,252		(1,182	)
Farmland		144,594		146,675		(2,081	)
Commercial		1,257,330		1,259,499		(2,169	)
Factored receivables		583,131		585,080		(1,949	)
Consumer		26,048		26,141		(93	)
Mortgage warehouse		382,590		382,590		—
	$	3,835,903	$	3,853,911	$	(18,008	)

At June 30, 2019 and December 31, 2018, we had on deposit $56.0 million and $58.6 million, respectively, of customer reserves associated with factored receivables. These deposits represent customer reserves held to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits on our consolidated balance sheets.

The following table provides an analysis of the provisions for loan losses, net charge-offs and recoveries, and the effects of those items on our ALLL:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2019			2018			2019			2018
Balance at beginning of period	$	27,605		$	20,022		$	27,571		$	18,748
Loans charged-off:
Commercial real estate		(13	)		(2	)		(13	)		(2	)
Construction, land development, land		—			—			(78	)		—
1-4 family residential		(7	)		(14	)		(43	)		(14	)
Farmland		—			(200	)		—			(200	)
Commercial		(334	)		(1	)		(1,114	)		(627	)
Factored receivables		(1,463	)		(116	)		(1,472	)		(700	)
Consumer		(231	)		(234	)		(509	)		(490	)
Mortgage warehouse		—			—			—			—
Total loans charged-off	$	(2,048	)	$	(567	)	$	(3,229	)	$	(2,033	)
Recoveries of loans charged-off:
Commercial real estate		—			—			1			—
Construction, land development, land		4			2			89			10
1-4 family residential		6			2			53			5
Farmland		—			—			—			—
Commercial		84			74			91			136
Factored receivables		30			33			46			44
Consumer		54			75			99			183
Mortgage warehouse		—			—			—			—
Total loans recoveries	$	178		$	186		$	379		$	378
Net loans charged-off	$	(1,870	)	$	(381	)	$	(2,850	)	$	(1,655	)
Provision for (reversal of) loan losses:
Commercial real estate		504			337			1,196			370
Construction, land development, land		125			25			(110	)		132
1-4 family residential		43			4			82			(44	)
Farmland		12			91			55			399
Commercial		1,937			964			2,057			2,571
Factored receivables		799			3,317			988			3,786
Consumer		185			110			358			194
Mortgage warehouse		76			58			69			46
Total provision for loan losses	$	3,681		$	4,906		$	4,695		$	7,454
Balance at end of period	$	29,416		$	24,547		$	29,416		$	24,547

Average total loans held for investment	$	3,707,094		$	2,922,047		$	3,621,030		$	2,844,882
Net charge-offs to average total loans held for investment		0.05	%		0.01	%		0.08	%		0.06	%
Allowance to total loans held for investment		0.77	%		0.77	%		0.77	%		0.77	%

Quarter to date net loans charged off increased $1.5 million primarily due to a $1.3 million increase in charge-offs of factored receivables period over period. Remaining charge-off and recovery activity during the periods was insignificant individually and in the aggregate.

Year to date net loans charged off increased $1.2 million, or 72.2%, primarily due to a $0.8 million increase in charge-offs on factored receivables period over period. Remaining charge-off and recovery activity during the periods was insignificant individually and in the aggregate.

Securities

As of June 30, 2019, we held equity securities with a fair value of $5.5 million, an increase of $0.5 million from $5.0 million at December 31, 2018. These securities represent investments in a publicly traded Community Reinvestment Act mutual fund and are subject to market pricing volatility, with changes in fair value reflected in earnings.

As of June 30, 2019, we held debt securities classified as available for sale with a fair value of $330.0 million, a decrease of $6.4 million from $336.4 million at December 31, 2018. The decrease is attributable to the sale of lower yielding state and municipal securities which were replaced by higher yielding CLO securities during the six months ended June 30, 2019. Remaining activity in our available for sale debt security portfolio during the period was not significant. Our available for sale securities can be used for pledging to secure FHLB borrowings and public deposits, or can be sold to meet liquidity needs.

As of June 30, 2019, we held investments classified as held to maturity with an amortized cost of $8.6 million, an increase of $0.1 million from $8.5 million at December 31, 2018. These held to maturity securities represent a minority investment in the unrated subordinated notes of issued CLOs managed by Trinitas Capital Management.

The following tables set forth the amortized cost and average yield of our debt securities, by type and contractual maturity:

	Maturity as of June 30, 2019
	One Year or Less					After One but within Five Years					After Five but within Ten Years					After Ten Years					Total
	Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Average
(Dollars in thousands)	Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield
U.S. Government agency obligations	$	58,624		1.64	%	$	21,150		1.97	%	$	—		—		$	—		—		$	79,774		1.73	%
Mortgage-backed securities		31		10.52	%		2,899		1.99	%		4,910		2.26	%		31,768		3.13	%		39,608		2.94	%
Asset-backed securities		—		—			1,265		3.04	%		5,365		2.73	%		2,330		3.55	%		8,960		2.98	%
State and municipal		27,462		2.25	%		17,250		2.82	%		12,642		2.60	%		4,732		2.05	%		62,086		2.47	%
CLO securities		—		—			—		—			1,083		0			74,473		4.04	%		75,556		4.04	%
Corporate bonds		10,480		3.12	%		46,878		3.64	%		—		—			273		5.15	%		57,631		3.55	%
SBA pooled securities		—		—			66		5.06	%		3		5.10	%		4,473		4.15	%		4,542		4.16	%
Total available for sale securities	$	96,597		1.98	%	$	89,508		3.03	%	$	24,003		2.65	%	$	118,049		3.72	%	$	328,157		2.94	%

Held to maturity securities:	$	—		—		$	—		—		$	6,754		11.87	%	$	1,819		11.08	%	$	8,573		11.70	%

Liabilities

Total liabilities were $4.140 billion as of June 30, 2019, compared to $3.923 billion at December 31, 2018, an increase of $216.7 million, the components of which are discussed below.

Deposits

The following table summarizes our deposits:

(Dollars in thousands)	June 30, 2019		December 31, 2018		$ Change			% Change
Noninterest bearing demand	$	684,223	$	724,527	$	(40,304	)		(5.6	%)
Interest bearing demand		587,164		615,704		(28,540	)		(4.6	%)
Individual retirement accounts		111,328		115,583		(4,255	)		(3.7	%)
Money market		440,289		443,663		(3,374	)		(0.8	%)
Savings		362,594		369,389		(6,795	)		(1.8	%)
Certificates of deposit		1,122,873		835,127		287,746			34.5	%
Brokered deposits		350,507		346,356		4,151			1.2	%
Total Deposits	$	3,658,978	$	3,450,349	$	208,629			6.0	%

Our total deposits increased $208.6 million, or 6.0%, primarily due to growth in certificates of deposit and brokered deposits. The growth in these products was partially offset by decreases in all other deposit products during the period. As of June 30, 2019, interest bearing demand deposits, noninterest bearing deposits, money market deposits and savings deposits accounted for 57% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered deposits made up 43% of total deposits.

The following table provides information on the maturity distribution of time deposits with individual balances of $100,000 to $250,000 and of time deposits with individual balances of $250,000 or more as of June 30, 2019:

	$100,000 to		$250,000 and
(Dollars in thousands)	$250,000		Over		Total
Maturity
3 months or less	$	89,461	$	42,744	$	132,205
Over 3 through 6 months		75,229		34,118		109,347
Over 6 through 12 months		200,991		87,036		288,027
Over 12 months		222,260		98,752		321,012
	$	587,941	$	262,650	$	850,591

The following table summarizes our average deposit balances and weighted average rates:

	Three Months Ended June 30, 2019								Three Months Ended June 30, 2018
	Average		Weighted			% of			Average		Weighted			% of
(Dollars in thousands)	Balance		Avg Yields			Total			Balance		Avg Yields			Total
Interest bearing demand	$	592,593		0.26	%		17	%	$	381,114		0.23	%		15	%
Individual retirement accounts		111,962		1.57	%		3	%		103,358		1.22	%		4	%
Money market		419,066		1.41	%		12	%		256,841		0.52	%		10	%
Savings		366,953		0.13	%		10	%		241,029		0.05	%		9	%
Certificates of deposit		1,006,950		2.22	%		28	%		767,484		1.36	%		30	%
Brokered deposits		337,086		2.40	%		10	%		246,089		1.86	%		10	%
Total interest bearing deposits		2,834,610		1.42	%		80	%		1,995,915		0.93	%		78	%
Noninterest bearing demand		686,923		—			20	%		553,309		—			22	%
Total deposits	$	3,521,533		1.14	%		100	%	$	2,549,224		0.73	%		100	%

	Six Months Ended June 30, 2019								Six Months Ended June 30, 2018
	Average		Weighted			% of			Average		Weighted			% of
(Dollars in thousands)	Balance		Avg Yields			Total			Balance		Avg Yields			Total
Interest bearing demand	$	599,307		0.26	%		17	%	$	385,533		0.21	%		15	%
Individual retirement accounts		112,794		1.51	%		3	%		105,116		1.20	%		4	%
Money market		414,037		1.37	%		12	%		269,698		0.53	%		11	%
Savings		368,502		0.13	%		11	%		240,372		0.05	%		9	%
Certificates of deposit		921,209		2.09	%		27	%		790,238		1.32	%		32	%
Brokered deposits		345,411		2.36	%		10	%		216,404		1.80	%		8	%
Total interest bearing deposits		2,761,260		1.33	%		80	%		2,007,361		0.89	%		79	%
Noninterest bearing demand		683,252		—			20	%		549,237		—			21	%
Total deposits	$	3,444,512		1.07	%		100	%	$	2,556,598		0.70	%		100	%

Other Borrowings

Customer Repurchase Agreements

The following provides a summary of our customer repurchase agreements as of and for the six months ended June 30, 2019 and the year ended December 31, 2018:

	June 30,			December 31,
(Dollars in thousands)	2019			2018
Amount outstanding at end of period	$	12,788		$	4,485
Weighted average interest rate at end of period		0.02	%		0.01	%
Average daily balance during the period	$	5,466		$	8,648
Weighted average interest rate during the period		0.02	%		0.02	%
Maximum month-end balance during the period	$	12,788		$	13,844

Our customer repurchase agreements generally have overnight maturities. Variances in these balances are attributable to normal customer behavior and seasonal factors affecting their liquidity positions.

FHLB Advances

The following provides a summary of our FHLB advances as of and for the six months ended June 30, 2019 and the year ended December 31, 2018:

	June 30,			December 31,
(Dollars in thousands)	2019			2018
Amount outstanding at end of period	$	305,000		$	330,000
Weighted average interest rate at end of period		2.43	%		2.52	%
Average amount outstanding during the period		347,182			345,388
Weighted average interest rate during the period		2.57	%		1.96	%
Highest month end balance during the period		480,000			455,000

Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans. At June 30, 2019 and December 31, 2018, we had $735.2 million and $516.4 million, respectively, in unused and available advances from the FHLB.

Subordinated Notes

On September 30, 2016, we issued $50.0 million of Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Notes”). The Notes initially bear interest at 6.50% per annum, are payable semi-annually in arrears, to, but excluding, September 30, 2021, and, thereafter and to, but excluding, the maturity date or earlier redemption, interest shall be payable quarterly in arrears, at an annual floating rate equal to three-month LIBOR as determined for the applicable quarterly period, plus 5.345%. We may, at our option, beginning on September 30, 2021 and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

The Notes are included on our consolidated balance sheet as liabilities; however, for regulatory purposes, the carrying value of these obligations is eligible for inclusion in Tier 2 regulatory capital.

Issuance costs related to the Notes totaled $1.3 million, including an underwriting discount of 1.5%, or $0.8 million, and have been netted against the subordinated notes liability on the consolidated balance sheets. The underwriting discount and other debt issuance costs are being amortized using the effective interest method over the life of the Notes as a component of interest expense. The carrying value of the Notes totaled $49.0 million at June 30, 2019.

Junior Subordinated Debentures

The following provides a summary of our junior subordinated debentures as of June 30, 2019:

(Dollars in thousands)	Face Value		Carrying Value		Maturity Date	Interest Rate
National Bancshares Capital Trust II	$	15,464	$	13,032	September 2033	LIBOR + 3.00%
National Bancshares Capital Trust III		17,526		12,672	July 2036	LIBOR + 1.64%
ColoEast Capital Trust I		5,155		3,510	September 2035	LIBOR + 1.60%
ColoEast Capital Trust II		6,700		4,590	March 2037	LIBOR + 1.79%
Valley Bancorp Statutory Trust I		3,093		2,861	September 2032	LIBOR + 3.40%
Valley Bancorp Statutory Trust II		3,093		2,655	July 2034	LIBOR + 2.75%
	$	51,031	$	39,320

These debentures are unsecured obligations and were issued to trusts that are unconsolidated subsidiaries. The trusts in turn issued trust preferred securities with identical payment terms to unrelated investors. The debentures may be called by the Company at par plus any accrued but unpaid interest; however, we have no current plans to redeem them prior to maturity. Interest on the debentures is calculated quarterly, based on a contractual rate equal to three month LIBOR plus a weighted average spread of 2.24%. As part of the purchase accounting adjustments made with the National Bancshares, Inc. acquisition on October 15, 2013, the ColoEast acquisition on August 1, 2016, and the Valley acquisition on December 9, 2017, we adjusted the carrying value of the junior subordinated debentures to fair value as of the respective acquisition dates. The discounts on the debentures will continue to be amortized through maturity and recognized as a component of interest expense.

The debentures are included on our consolidated balance sheet as liabilities; however, for regulatory purposes, these obligations are eligible for inclusion in regulatory capital, subject to certain limitations. All of the carrying value of $39.3 million was allowed in the calculation of Tier I capital as of June 30, 2019.

Capital Resources and Liquidity Management

Capital Resources

Our stockholders’ equity totaled $643.4 million as of June 30, 2019, compared to $636.6 million as of December 31, 2018, an increase of $6.8 million. Stockholders’ equity increased during this period primarily due to net income for the period of $27.5 million, offset in part by 838,141 shares of common stock repurchased into treasury stock during the period under our stock repurchase program at an average price of $29.74, for a total of $24.9 million.

Liquidity Management

We define liquidity as our ability to generate sufficient cash to fund current loan demand, deposit withdrawals, or other cash demands and disbursement needs, and otherwise to operate on an ongoing basis.

We manage liquidity at the holding company level as well as that of our bank subsidiary. The management of liquidity at both levels is critical, because the holding company and our bank subsidiary have different funding needs and sources, and each is subject to regulatory guidelines and requirements which require minimum levels of liquidity. We believe that our liquidity ratios meet or exceed those guidelines and that our present position is adequate to meet our current and future liquidity needs.

Our liquidity requirements are met primarily through cash flow from operations, receipt of pre-paid and maturing balances in our loan and investment portfolios, debt financing and increases in customer deposits. Our liquidity position is supported by management of liquid assets and liabilities and access to other sources of funds. Liquid assets include cash, interest earning deposits in banks, federal funds sold, securities available for sale and maturing or prepaying balances in our investment and loan portfolios. Liquid liabilities include core deposits, federal funds purchased, securities sold under repurchase agreements and other borrowings. Other sources of funds include the sale of loans, brokered deposits, the issuance of additional collateralized borrowings such as FHLB advances, the issuance of debt securities and the issuance of common securities. For additional information regarding our operating, investing and financing cash flows, see the Consolidated Statements of Cash Flows provided in our consolidated financial statements.

In addition to the liquidity provided by the sources described above, our subsidiary bank maintains correspondent relationships with other banks in order to sell loans or purchase overnight funds should additional liquidity be needed. As of June 30, 2019, TBK Bank had unsecured federal funds lines of credit with seven unaffiliated banks totaling $137.5 million, with no amounts advanced against those lines at that time.

Regulatory Capital Requirements

Our capital management consists of providing equity to support our current and future operations. We are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s or TBK Bank’s financial statements. For further information regarding our regulatory capital requirements, see Note 11 – Regulatory Matters in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Contractual Obligations

The following table summarizes our contractual obligations and other commitments to make future payments as of June 30, 2019. The amount of the obligations presented in the table reflects principal amounts only and excludes the amount of interest we are obligated to pay. Also excluded from the table are a number of obligations to be settled in cash. These excluded items are reflected in our consolidated balance sheet and include deposits with no stated maturity, trade payables, and accrued interest payable.

	Payments Due by Period - June 30, 2019
(Dollars in thousands)	Total		One Year or Less		After One but within Three Years		After Three but within Five Years		After Five Years
Customer repurchase agreements	$	12,788	$	12,788	$	—	$	—	$	—
ICC Contingent consideration		22,000		—		22,000		—		—
Federal Home Loan Bank advances		305,000		275,000		—		—		30,000
Subordinated notes		50,000		—		—		—		50,000
Junior subordinated debentures		51,031		—		—		—		51,031
Operating lease agreements		25,261		4,008		7,881		6,324		7,048
Time deposits with stated maturity dates		1,584,708		1,057,460		502,344		24,904		—
Total contractual obligations	$	2,050,788	$	1,349,256	$	532,225	$	31,228	$	138,079

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. For further information, see Note 9 – Off-Balance Sheet Loan Commitments in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Critical Accounting Policies and Estimates

Our accounting policies are fundamental to understanding our management’s discussion and analysis of our results of operations and financial condition. We have identified certain significant accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements. The significant accounting policy which we believe to be the most critical in preparing our consolidated financial statements is the determination of the allowance for loan and lease losses. Since December 31, 2018, there have been no changes in critical accounting policies as further described under “Critical Accounting Policies and Estimates” and in Note 1 to the Consolidated Financial Statements in our 2018 Form 10-K.

Recently Issued Accounting Pronouncements

See Note 1 – Summary of Significant Accounting Policies in the accompanying condensed notes to consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.

Forward-Looking Statements

This document contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “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 of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

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

•

business and economic conditions generally and in the bank and non-bank financial services industries, nationally and within our local market areas;

•

our ability to mitigate our risk exposures;

•

our ability to maintain our historical earnings trends;

•

risks related to the integration of acquired businesses (including our acquisitions of First Bancorp of Durango, Inc., Southern Colorado Corp., and the operating assets of Interstate Capital Corporation and certain of its affiliates) and any future acquisitions;

•

our ability to successfully identify and address the risks associated with our recent, pending and possible future acquisitions, and the risks that our prior and planned future acquisitions make it more difficult for investors to evaluate our business, financial condition and results of operations, and impairs our ability to accurately forecast our future performance;

•

changes in management personnel;

•

interest rate risk;

•

concentration of our factoring services in the transportation industry;

•

credit risk associated with our loan portfolio;

•

lack of seasoning in our loan portfolio;

•

deteriorating asset quality and higher loan charge-offs;

•

time and effort necessary to resolve nonperforming assets;

•

inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates;

•

lack of liquidity;

•

fluctuations in the fair value and liquidity of the securities we hold for sale;

•

impairment of investment securities, goodwill, other intangible assets or deferred tax assets;

•

our risk management strategies;

•

environmental liability associated with our lending activities;

•

increased competition in the bank and non-bank financial services industries, nationally, regionally or locally, which may adversely affect pricing and terms;

•

the accuracy of our financial statements and related disclosures;

•

material weaknesses in our internal control over financial reporting;

•

system failures or failures to prevent breaches of our network security;

•

the institution and outcome of litigation and other legal proceedings against us or to which we become subject;

•

changes in carry-forwards of net operating losses;

•

changes in federal tax law or policy;

•

the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations, such as the Dodd-Frank Act and their application by our regulators;

•

governmental monetary and fiscal policies;

•

changes in the scope and cost of FDIC, insurance and other coverages;

•

failure to receive regulatory approval for future acquisitions; and

•

increases in our capital requirements.

The foregoing factors should not be construed as exhaustive. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.

Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do 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 for us to predict which will arise. In addition, we cannot assess the impact of each factor on our 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.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Asset/Liability Management and Interest Rate Risk

The principal objective of our asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital. The board of directors of our subsidiary bank has oversight of our asset and liability management function, which is managed by our Chief Financial Officer. Our Chief Financial Officer meets with our senior executive management team regularly to review, among other things, the sensitivity of our assets and liabilities to market interest rate changes, local and national market conditions and market interest rates. That group also reviews our liquidity, capital, deposit mix, loan mix and investment positions.

As a financial institution, our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the fair value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values.

We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. We do not typically enter into derivative contracts for the purpose of managing interest rate risk, but we may elect to do so in the future. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in projected net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the fair value of assets less the fair value of liabilities. The economic value of equity is a longer term view of interest rate risk because it measures the present value of all future cash flows. The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income.

The following table summarizes simulated change in net interest income versus unchanged rates as of June 30, 2019 and December 31, 2018:


	June 30, 2019						December 31, 2018
	Following 12 Months			Months 13-24			Following 12 Months			Months 13-24
+400 basis points		16.7	%		8.6	%		6.8	%		4.7	%
+300 basis points		13.0	%		6.9	%		5.0	%		3.4	%
+200 basis points		9.3	%		5.2	%		3.2	%		2.2	%
+100 basis points		5.6	%		3.5	%		1.4	%		0.9	%
Flat rates		0.0	%		0.0	%		0.0	%		0.0	%
-100 basis points		(1.5	%)		(1.0	%)		(2.4	%)		(2.1	%)

The following table presents the change in our economic value of equity as of June 30, 2019 and December 31, 2018, assuming immediate parallel shifts in interest rates:

	Economic Value of Equity at Risk (%)
	June 30, 2019			December 31, 2018
+400 basis points		17.1	%		10.6	%
+300 basis points		15.1	%		9.8	%
+200 basis points		9.4	%		8.2	%
+100 basis points		5.5	%		3.7	%
Flat rates		0.0	%		0.0	%
-100 basis points		(7.6	%)		(5.2	%)

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ due to any actions taken in response to the changing rates.

As part of our asset/liability management strategy, our management has emphasized the origination of shorter duration loans as well as variable rate loans to limit the negative exposure to a rate increase. We also desire to acquire deposit transaction accounts, particularly noninterest or low interest-bearing non-maturity deposit accounts, whose cost is less sensitive to changes in interest rates. We intend to focus our strategy on utilizing our deposit base and operating platform to increase these deposit transaction accounts.

ITEM 4

CONTROLS AND PROCEDURES

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 Exchange Act) were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2019, 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

From time to time we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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

On October 29, 2018, the Company announced that its board of directors had authorized the Company to repurchase up to $25.0 million of the Company’s outstanding common stock in open market transactions or through privately negotiated transactions for a period of one year. The following repurchases were made under this program during the six months ended June 30, 2019, completing the previously announced $25.0 million stock repurchased program.

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1, 2019 - January 31, 2019		240,206	$	30.50		240,206	$	17,674,000
February 1, 2019 - February 28, 2019		7,106		30.84		7,106		17,454,000
March 1, 2019 - March 31, 2019		—		—		—		17,454,000
April 1, 2019 - April 30, 2019		—		—		—		17,454,000
May 1, 2019 - May 31, 2019		382,134		29.79		382,134		6,070,000
Jun 1, 2019 - June 30, 2019		208,695		28.75		208,695		70,000
Total		838,141	$	29.74		838,141		70,000

On July 17, 2019 the Company’s board of directors authorized the Company to repurchase up to an additional $25.0 million of the Company’s outstanding common stock. The Company may repurchase these shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of the Company’s common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. This repurchase program is authorized for a period of up to one year and does not require the Company to repurchase any specific number of shares. The repurchase program may be modified, suspended or discontinued at any time, at the Company’s discretion.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits (Exhibits marked with a “†” denote management contracts or compensatory plans or arrangements)

3.1		Second Amended and Restated Certificate of Formation of the Registrant, effective November 7, 2014, incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on November 13, 2014.
3.2		Certificate of Amendment to Second Amended and Restated Certificate of Formation of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on May 10, 2018.
3.3		Second Amended and Restated Bylaws of the Registrant, effective November 7, 2014, incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on November 13, 2014.
3.4		Amendment No. 1 to Second Amended and Restated Bylaws of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on May 10, 2018.
10.1†		Employment Agreement between TBK Bank, SSB and Todd Ritterbusch, dated May 1, 2019, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 1, 2019.
10.2†		First Amendment to Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 16, 2019.
10.3†		Form of Performance Restricted Stock Unit Award Agreement under Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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.

		TRIUMPH BANCORP, INC.
		(Registrant)

Date:	July 19, 2019	/s/ Aaron P. Graft
		Aaron P. Graft
		President and Chief Executive Officer

Date:	July 19, 2019	/s/ R. Bryce Fowler
		R. Bryce Fowler
		Chief Financial Officer