Triumph Financial, Inc. - Quarter Report: 2021 June (Form 10-Q)

Table of Contents

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, 2021


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

For the transition period from _______ to _______

Commission File Number 001-36722

___________________________________________________________

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 x No o

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 x No o

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	x	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 o

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

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, 25,113,322 shares, as of July 19, 2021.

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

Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share

TBKCP

NASDAQ Global Select Market

Table of Contents

TRIUMPH BANCORP, INC.

FORM 10-Q

June 30, 2021

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	7
	Condensed Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	96

Item 4.	Controls and Procedures	97

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	98

Item 1A.	Risk Factors	98

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	98

Item 3.	Defaults Upon Senior Securities	98

Item 4.	Mine Safety Disclosures	98

Item 5.	Other Information	98

Item 6.	Exhibits	98

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

Table of Contents

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 30, 2021 and December 31, 2020

(Dollar amounts in thousands)


	June 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Cash and due from banks	$	67,351	$	85,525
Interest bearing deposits with other banks	377,088		228,868
Total cash and cash equivalents	444,439		314,393
Securities - equity investments	5,854		5,826
Securities - available for sale	193,627		224,310
Securities - held to maturity, net of allowance for credit losses of $1,727 and $2,026, respectively, fair value of $5,622 and $5,850, respectively	5,658		5,919
Loans held for sale	31,136		24,546
Loans, net of allowance for credit losses of $45,694 and $95,739, respectively	4,785,521		4,901,037
Federal Home Loan Bank and other restricted stock, at cost	8,096		6,751
Premises and equipment, net	106,720		103,404
Other real estate owned, net	1,013		1,432
Goodwill	236,965		163,209
Intangible assets, net	49,602		26,713
Bank-owned life insurance	41,912		41,608
Deferred tax asset, net	—		6,427
Indemnification asset	5,246		36,225
Other assets	100,088		73,991
Total assets	$	6,015,877	$	5,935,791
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Noninterest bearing	$	1,803,552	$	1,352,785
Interest bearing	2,921,898		3,363,815
Total deposits	4,725,450		4,716,600
Customer repurchase agreements	9,243		3,099
Federal Home Loan Bank advances	130,000		105,000
Paycheck Protection Program Liquidity Facility	139,673		191,860
Subordinated notes	87,620		87,509
Junior subordinated debentures	40,333		40,072
Deferred tax liability, net	3,333		—
Other liabilities	87,837		64,870
Total liabilities	5,223,489		5,209,010
Commitments and contingencies - See Note 8 and Note 9
Stockholders' equity - See Note 12
Preferred stock	45,000		45,000
Common stock, 25,109,703 and 24,868,218 shares outstanding, respectively	282		280
Additional paid-in-capital	494,224		489,151
Treasury stock, at cost	(104,486)		(103,052)
Retained earnings	349,885		289,583
Accumulated other comprehensive income (loss)	7,483		5,819
Total stockholders’ equity	792,388		726,781
Total liabilities and stockholders' equity	$	6,015,877	$	5,935,791

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Three and Six Months Ended June 30, 2021 and 2020

(Dollar amounts in thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Interest and dividend income:
Loans, including fees	$	45,988	$	50,394	$	94,694	$	98,717
Factored receivables, including fees	47,328		21,101		85,123		45,393
Securities	1,187		2,676		2,837		4,783
FHLB and other restricted stock	27		148		103		352
Cash deposits	158		79		284		567
Total interest income	94,688		74,398		183,041		149,812
Interest expense:
Deposits	2,470		7,584		5,842		17,261
Subordinated notes	1,350		1,321		2,699		2,668
Junior subordinated debentures	446		554		888		1,200
Other borrowings	140		688		310		1,932
Total interest expense	4,406		10,147		9,739		23,061
Net interest income	90,282		64,251		173,302		126,751
Credit loss expense (benefit)	(1,806)		13,609		(9,651)		33,907
Net interest income after credit loss expense (benefit)	92,088		50,642		182,953		92,844
Noninterest income:
Service charges on deposits	1,857		573		3,644		2,161
Card income	2,225		1,941		4,197		3,741
Net OREO gains (losses) and valuation adjustments	(287)		(101)		(367)		(358)
Net gains (losses) on sale or call of securities	1		63		1		101
Fee income	4,470		1,304		6,719		2,990
Insurance commissions	1,272		864		2,758		1,915
Gain on sale of subsidiary or division	—		9,758		—		9,758
Other	4,358		5,627		11,235		7,198
Total noninterest income	13,896		20,029		28,187		27,506
Noninterest expense:
Salaries and employee benefits	41,658		30,804		77,638		61,526
Occupancy, furniture and equipment	6,112		4,964		11,891		10,146
FDIC insurance and other regulatory assessments	500		495		1,477		810
Professional fees	5,052		1,651		7,597		3,758
Amortization of intangible assets	2,428		2,046		4,403		4,124
Advertising and promotion	1,241		1,151		2,131		2,443
Communications and technology	6,028		5,444		11,928		10,945
Other	7,779		6,171		14,625		13,727
Total noninterest expense	70,798		52,726		131,690		107,479
Net income before income tax expense	35,186		17,945		79,450		12,871
Income tax expense	7,204		4,505		17,545		3,881
Net income	$	27,982	$	13,440	$	61,905	$	8,990
Dividends on preferred stock	(802)		—		(1,603)		—
Net income available to common stockholders	$	27,180	$	13,440	$	60,302	$	8,990
Earnings per common share
Basic	$	1.10	$	0.56	$	2.44	$	0.37
Diluted	$	1.08	$	0.56	$	2.39	$	0.37

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Six Months Ended June 30, 2021 and 2020

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	27,982	$	13,440	$	61,905	$	8,990
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period	(611)		14,732		(926)		6,147
Tax effect	145		(3,468)		214		(1,458)
Unrealized holding gains (losses) arising during the period, net of taxes	(466)		11,264		(712)		4,689
Reclassification of amount realized through sale or call of securities	(1)		(63)		(1)		(101)
Tax effect	—		(15)		—		(6)
Reclassification of amount realized through sale or call of securities, net of taxes	(1)		(78)		(1)		(107)
Change in unrealized gains (losses) on securities, net of tax	(467)		11,186		(713)		4,582

Unrealized gains (losses) on derivative financial instruments:
Unrealized holding gains (losses) arising during the period	(592)		(324)		3,071		(324)
Tax effect	141		78		(734)		78
Unrealized holding gains (losses) arising during the period, net of taxes	(451)		(246)		2,337		(246)
Reclassification of amount of gains (losses) recognized into income	29		—		52		—
Tax effect	(7)		—		(12)		—
Reclassification of amount of gains (losses) recognized into income, net of taxes	22		—		40		—
Change in unrealized gains (losses) on derivative financial instruments	(429)		(246)		2,377		(246)

Total other comprehensive income (loss)	(896)		10,940		1,664		4,336
Comprehensive income	$	27,086	$	24,380	$	63,569	$	13,326

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2021 and 2020

(Dollar amounts in thousands)

(Unaudited)


	Preferred Stock		Common Stock			Additional Paid-in- Capital		Treasury Stock			Retained Earnings		Accumulated		Total Stockholders' Equity
	Liquidation Preference Amount		Shares Outstanding	Par Amount				Shares Outstanding	Cost				Other Comprehensive Income (Loss)
Balance, January 1, 2021	$	45,000	24,868,218	$	280	$	489,151	3,083,503	$	(103,052)	$	289,583	$	5,819	$	726,781
Issuance of restricted stock awards	—		4,613	—		—		—	—		—		—		—
Stock option exercises, net	—		10,205	—		191		—	—		—		—		191
Stock based compensation	—		—	—		1,350		—	—		—		—		1,350
Forfeiture of restricted stock awards	—		(107)	—		7		107	(7)		—		—		—
Purchase of treasury stock	—		—	—		—		—	—		—		—		—
Dividends declared	—		—	—		—		—	—		(801)		—		(801)
Net income (loss)	—		—	—		—		—	—		33,923		—		33,923
Other comprehensive income (loss)	—		—	—		—		—	—		—		2,560		2,560
Balance, March 31, 2021	$	45,000	24,882,929	$	280	$	490,699	3,083,610	$	(103,059)	$	322,705	$	8,379	764,004
Issuance of restricted stock awards	—		224,287	2		(2)		—	—		—		—		—
Stock option exercises, net	—		18,934	—		(45)		—	—		—		—		(45)
Stock based compensation	—		—	—		3,386		—	—		—		—		3,386
Forfeiture of restricted stock awards	—		(2,278)	—		186		2,278	(186)		—		—		—
Purchase of treasury stock	—		(14,169)	—		—		14,169	(1,241)		—		—		(1,241)
Dividends declared	—		—	—		—		—	—		(802)		—		(802)
Net income	—		—	—		—		—	—		27,982		—		27,982
Other comprehensive income (loss)	—		—	—		—		—	—		—		(896)		(896)
Balance, June 30, 2021	$	45,000	25,109,703	$	282	$	494,224	3,100,057	$	(104,486)	$	349,885	$	7,483	792,388

Table of Contents

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2021 and 2020

(Dollar amounts in thousands)

(Unaudited)


	Preferred Stock		Common Stock			Additional Paid-in- Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Liquidation Preference Amount		Shares Outstanding	Par Amount				Shares Outstanding	Cost
Balance, January 1, 2020	$	—	24,964,961	$	271	$	473,251	2,198,681	$	(67,068)	$	229,030	$	1,106	$	636,590
Impact of adoption of ASU 2016-13	—		—	—		—		—	—		(1,771)		—		(1,771)
Issuance of restricted stock awards	—		8,079	1		(1)		—	—		—		—		—
Stock based compensation	—		—	—		1,168		—	—		—		—		1,168
Forfeiture of restricted stock awards	—		(601)	—		23		601	(23)		—		—		—
Purchase of treasury stock	—		(871,319)	—		—		871,319	(35,586)		—		—		(35,586)
Net income (loss)	—		—	—		—		—	—		(4,450)		—		(4,450)
Other comprehensive income (loss)	—		—	—		—		—	—		—		(6,604)		(6,604)
Balance, March 31, 2020	$	—	24,101,120	$	272	$	474,441	3,070,601	$	(102,677)	$	222,809	$	(5,498)	$	589,347
Issuance of preferred stock, net of issuance costs	45,000		—	—		(2,636)		—	—		—		—		42,364
Issuance of restricted stock awards	—		110,035	1		(1)		—	—		—		—		—
Stock based compensation	—		—	—		966		—	—		—		—		966
Forfeiture of restricted stock awards	—		(1,033)	—		25		1,033	(25)		—		—		—
Purchase of treasury stock	—		(7,436)	—		—		7,436	(186)		—		—		(186)
Net income	—		—	—		—		—	—		13,440		—		13,440
Other comprehensive income (loss)	—		—	—		—		—	—		—		10,940		10,940
Balance, June 30, 2020	$	45,000	24,202,686	$	273	$	472,795	3,079,070	$	(102,888)	$	236,249	$	5,442	$	656,871

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2021 and 2020

(Dollar amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net income (loss)	$	61,905	$	8,990
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	5,905		4,589
Net accretion on loans	(5,662)		(4,273)
Amortization of subordinated notes issuance costs	111		75
Amortization of junior subordinated debentures	261		250
Net amortization on securities	(337)		(118)
Amortization of intangible assets	4,403		4,124
Deferred taxes	4,464		(5,574)
Credit Loss Expense (benefit)	(9,651)		33,907
Stock based compensation	4,736		2,134
Net (gains) losses on sale or call of debt securities	(1)		(101)
Net (gains) losses on equity securities	(28)		(974)
Net OREO (gains) losses and valuation adjustments	367		358
Gain on sale of subsidiary or division	—		(9,758)
Origination of loans held for sale	(26,771)		(27,023)
Purchases of loans held for sale	(16,096)		(30,188)
Proceeds from sale of loans originated or purchased for sale	45,138		39,919
Net (gains) losses on sale of loans	(1,122)		(2,011)
Net (gains) losses on transfer of loans to loans held for sale	(1,466)		(49)
Net change in operating leases	303		62
(Increase) decrease in other assets	(12,261)		(1,030)
Increase (decrease) in other liabilities	3,306		7,248
Net cash provided by (used in) operating activities	57,504		20,557
Cash flows from investing activities:
Purchases of securities available for sale	(8,000)		(128,970)
Proceeds from maturities, calls, and pay downs of securities available for sale	43,344		52,708
Proceeds from maturities, calls, and pay downs of securities held to maturity	560		498
Purchases of loans held for investment	(51,585)		(232,765)
Proceeds from sale of loans	45,582		87,200
Net change in loans	164,616		(165,575)
Purchases of premises and equipment, net	(9,221)		(15,775)
Net proceeds from sale of OREO	408		1,430
(Purchases) redemptions of FHLB and other restricted stock, net	(1,345)		(6,485)
Net cash (paid for) received in acquisitions	(96,926)		—
Proceeds from sale of subsidiary or division, net	—		93,835
Net cash provided by (used in) investing activities	87,433		(313,899)
Cash flows from financing activities:
Net increase (decrease) in deposits	8,850		272,426
Increase (decrease) in customer repurchase agreements	6,144		4,699
Increase (decrease) in Federal Home Loan Bank advances	25,000		25,000
Proceeds from Paycheck Protection Program Liquidity Facility borrowings	226,630		231,370
Repayment of Paycheck Protection Program Liquidity Facility borrowings	(278,817)		(7,561)
Issuance of preferred stock, net of issuance costs	—		42,364
Preferred dividends	(1,603)		—
Stock option exercises	146		—
Purchase of treasury stock	(1,241)		(35,772)
Net cash provided by (used in) financing activities	(14,891)		532,526
Net increase (decrease) in cash and cash equivalents	130,046		239,184
Cash and cash equivalents at beginning of period	314,393		197,880
Cash and cash equivalents at end of period	444,439		437,064

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2021 and 2020

(Dollar amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2021		2020
Supplemental cash flow information:
Interest paid	$	11,393	$	25,204
Income taxes paid, net	$	28,449	$	625
Cash paid for operating lease liabilities	$	2,147	$	2,128
Supplemental noncash disclosures:
Loans transferred to OREO	$	356	$	741
Loans held for investment transferred to loans held for sale	$	64,603	$	115,631
Assets transferred to assets held for sale	$	—	$	84,077
Lease liabilities arising from obtaining right-of-use assets	$	16,396	$	7
Securities available for sale purchased, not settled	$	5,250	$	—
Indemnification recognized	$	35,633	$	—

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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”), TBK Bank’s wholly owned subsidiary Triumph Insurance Group, Inc. (“TIG”). TriumphPay operates as a division of TBK Bank, SSB.

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, 2020. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Operating Segments

The Company’s reportable segments are comprised of strategic business units primarily based upon industry categories and, to a lesser extent, the core competencies relating to product origination, distribution methods, operations and servicing. Segment determination also considered organizational structure and is consistent with the presentation of financial information to the chief operating decision maker to evaluate segment performance, develop strategy, and allocate resources. The Company's chief operating decision maker is the Chief Executive Officer of Triumph Bancorp, Inc. Management has determined that the Company has four reportable segments consisting of Banking, Factoring, Payments, and Corporate.

The Banking segment includes the operations of TBK Bank. The Banking segment derives its revenue principally from investments in interest-earning assets as well as noninterest income typical for the banking industry.

The Factoring segment includes the operations of TBC with revenue derived from factoring services.

The Payments segment includes the operations of the TBK Bank's TriumphPay division, which is the payments network for trucking; creating frictionless presentment, audit, and payment of invoices. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a carrier a QuickPay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering freight brokers the ability to settle their invoices with us on an extended term following our payment to their carriers as an additional liquidity option for such freight brokers.

The corporate segment includes holding company financing and investment activities and management and administrative expenses to support the overall operations of the Company.

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TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Prior to June 30, 2021, management determined that the Company had three reportable segments consisting of Banking, Factoring, and Corporate, and the Banking segment included the operations of TBK Bank and TriumphPay. On June 1, 2021, TriumphPay acquired HubTran, Inc., a cloud-based provider of automation software for the trucking industry’s back office (see Note 2 for further disclosures regarding the acquisition of HubTran). The acquisition of HubTran allows TriumphPay to create a fully integrated payments network for trucking; servicing brokers and factors. TriumphPay already offered tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Through the acquisition of HubTran, TriumphPay created additional value through the enhancement of its presentment, audit, and payment capabilities for shippers, third party logistics companies (i.e., freight brokers) and their carriers, and factors. The acquisition of HubTran was a meaningful inflection point in the operations of TriumphPay as the TriumphPay strategy has shifted from a capital-intensive on-balance sheet product with a focus on interest income to a payments network for the trucking industry with a focus on fee revenue. In terms of total revenue, operating income (loss), and total assets, TriumphPay is currently, and has historically been, quantitatively immaterial; however, given the shift in strategy brought on by the acquisition of HubTran as well as significant management and chief operating decision maker focus on TriumphPay operations, management believes disclosing TriumphPay's operations through the Payments segment is qualitatively useful for readers of these financial statements. This change also brings the Company's reportable segments in line with its reporting units used for goodwill impairment evaluation. Prior to the acquisition of HubTran, the Payments reporting unit carried no goodwill. Prior period business segment disclosures have been revised as appropriate to reflect the current period change in reportable segments.

Risks and Uncertainties

Significant progress has been made to combat the outbreak of COVID-19; however, the global pandemic has adversely impacted a broad range of industries in which the Company's customers operate and could still impair their ability to fulfill their financial obligations to the Company. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. While it appears that the epidemiological and macroeconomic conditions are trending in a positive direction as of June 30, 2021, if there is a resurgence in the virus, the Company could experience further adverse effects on its business, financial condition, results of operations and cash flows. While it is not possible to know the full universe or extent that the impact of COVID-19, and any potential resulting measures to curtail its spread, will have on the Company's future operations, the Company is disclosing potentially material items of which it is aware.

Financial position and results of operations

The Company’s interest income could be reduced due to COVID-19. In keeping with guidance from regulators, the Company continues to work with COVID-19 affected borrowers to defer their payments, interest, and fees. While interest and fees continue to accrue to income through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, the related loans would be placed on nonaccrual status and interest income and fees accrued would be reversed. In such a scenario, interest income in future periods could be negatively impacted. As of June 30, 2021 the Company carries $208,000 of accrued interest income and fees on outstanding deferrals made to COVID-19 affected borrowers. At this time, the Company is unable to project the materiality of such an impact on future deferrals to COVID-19 affected borrowers, but recognizes the breadth of the economic impact may affect its borrowers’ ability to repay in future periods.

Capital and liquidity

The Company's reported and regulatory capital ratios could be adversely impacted by further credit loss expense. The Company relies on cash on hand as well as dividends from its subsidiary bank to service its debt. If the Company's capital deteriorates such that its subsidiary bank is unable to pay dividends to the Company for an extended period of time, the Company may not be able to service its debt. The Company maintains access to multiple sources of liquidity. Wholesale funding markets have remained open to the Company, but rates for short-term funding can be volatile. If funding costs are elevated for an extended period of time, it could have an adverse effect on the Company's net interest margin. If an extended recession caused large numbers of the Company's deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding.

Intangible asset valuation

The lingering effects COVID-19 could cause a decline in the Company’s stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform a goodwill impairment test and result in an impairment charge being recorded for that period. In the event that the Company concludes that all or a portion of its goodwill is impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital.

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(Unaudited)

It is possible that the lingering effects of COVID-19 could cause the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform an intangible asset impairment test and result in an impairment charge being recorded for that period. In the event that the Company concludes that all or a portion of its intangible assets are impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital.

Lending operations and accommodations to borrowers

In keeping with regulatory guidance to work with borrowers during this unprecedented situation and as outlined in the Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Company is executing a payment deferral program for its commercial lending clients that are adversely affected by the pandemic. Depending on the demonstrated need of the client, the Company is deferring either the full loan payment or the principal component of the loan payment for a stated period of time. As of June 30, 2021, the Company’s balance sheet reflected 10 of these deferrals on outstanding loan balances of $53,651,000. In accordance with the CARES Act and March 2020 interagency guidance, these deferrals are not considered troubled debt restructurings. It is possible that these deferrals could be extended further under the CARES Act; however, the volume of these future potential extensions is unknown. It is also possible that in spite of the Company's best efforts to assist its borrowers and achieve full collection of the Company's investment, these deferred loans could result in future charge-offs with additional credit loss expense charged to earnings; however, the amount of any future charge-offs on deferred loans is unknown. At June 30, 2021, 98% of the $53,651,000 COVID deferral balance was made up of three relationships.

With the passage of the Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), the Company has participated in assisting its customers with applications for resources through the program. PPP loans have two-year and five-year terms and earn interest at a 1% coupon. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of June 30, 2021, the Company carried 1,390 PPP loans representing a book value of $135,307,000. The Company recognized $1,828,000 and $2,939,000 in fees from the SBA on PPP loans during the three and six months ended June 30, 2021 and carried $5,165,000 of deferred fees on PPP loans at June 30, 2021. The remaining fees will be amortized and recognized over the remaining lives of the loans. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Company could be required to establish an allowance for credit loss through additional credit loss expense charged to earnings.

Credit

The Company is working with customers directly affected by COVID-19. The Company is prepared to offer assistance in accordance with regulator guidelines. As a result of the current economic environment caused by the COVID-19 virus, the Company is engaging in communication with borrowers to understand their situation and the challenges faced, allowing the Company to respond proactively as needs and issues arise. Should the economy experience a prolonged period of poor economic conditions or should economic conditions worsen, the Company could experience increases in its required allowance for credit losses (“ACL”) and record additional credit loss expense. It is possible that the Company’s asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged.

NOTE 2 – BUSINESS COMBINATIONS AND DIVESTITURES

HubTran Inc.

On June 1, 2021, the Company, through TriumphPay, a division of the Company's wholly-owned subsidiary TBK Bank, SSB, acquired HubTran, Inc. ("HubTran"), a cloud-based provider of automation software for the trucking industry's back-office.

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(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)
Assets acquired:
Cash	$	170
Intangible assets - capitalized software	16,932
Intangible assets - customer relationship	10,360
Other assets	1,546
	29,008
Liabilities assumed:
Deferred income taxes	4,703
Other liabilities	906
	5,609
Fair value of net assets acquired	$	23,399
Consideration:
Cash paid	$	97,096
Goodwill	$	73,697

The Company has recognized goodwill of $73,697,000, which was calculated as the excess of the fair value of consideration exchanged as compared to the fair value of identifiable net assets acquired and was allocated to the Company’s Payments segment. The goodwill in this acquisition resulted from expected synergies and progress in the development of a fully integrated open loop payments network for the transportation industry. The goodwill will not be deducted for tax purposes. The initial accounting for the acquisition has not been completed because the fair values of the assets acquired and liabilities assumed have not yet been finalized.

The intangible assets recognized include a capitalized software intangible asset with an acquisition date fair value of $16,932,000 which will be amortized on a straight-line basis over its four year estimated useful life and a customer relationship intangible asset with an acquisition date fair value of $10,360,000 which will be amortized utilizing an accelerated method over its eleven year estimated useful life.

Revenue and earnings of HubTran 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 $2,992,000 were recorded in noninterest expense in the consolidated statements of income during the three months ended June 30, 2021.

Transportation Financial Solutions

On July 8, 2020, the Company, through its wholly-owned subsidiary Advance Business Capital LLC (“ABC”), acquired the transportation factoring assets (the “TFS Acquisition”) of Transport Financial Solutions (“TFS”), a wholly owned subsidiary of Covenant Logistics Group, Inc. ("CVLG"), in exchange for cash consideration of $108,375,000, 630,268 shares of the Company’s common stock valued at approximately $13,942,000, and contingent consideration of up to approximately $9,900,000 to be paid in cash following the twelve-month period ending July 31, 2021.

Subsequent to the closing of the TFS Acquisition, the Company identified that approximately $62,200,000 of the assets acquired at closing were advances against future payments to be made to three large clients (and their affiliated entities) of TFS pursuant to long-term contractual arrangements between the obligor on such contracts and such clients (and their affiliated entities) for services that had not yet been performed.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On September 23, 2020, the Company and ABC entered into an Account Management Agreement, Amendment to Purchase Agreement and Mutual Release (the “Agreement”) with CVLG and Covenant Transport Solutions, LLC, a wholly owned subsidiary of CVLG (“CTS” and, together with CVLG, "Covenant"). Pursuant to the Agreement, the parties agreed to certain amendments to that certain Accounts Receivable Purchase Agreement (the “ARPA”), dated as of July 8, 2020, by and among ABC, as buyer, CTS, as seller, and the Company, as buyer indirect parent. Such amendments include:

•Return of the portion of the purchase price paid under the ARPA consisting of 630,268 shares of Company common stock, which will be accomplished through the sale of such shares by Covenant pursuant to the terms of the Agreement and the surrender of the cash proceeds of such sale (net of brokerage or underwriting fees and commissions) to the Company;

•Elimination of the earn-out consideration potentially payable to CTS under the ARPA; and

•Modification of the indemnity provisions under the ARPA to eliminate the existing indemnifications for breaches of representations and warranties and to replace such with a newly established indemnification by Covenant in the event ABC incurs losses related to the $62,200,000 in over-formula advances made to specified clients identified in the Agreement (the “Over-Formula Advance Portfolio”). Under the terms of the new indemnification arrangement, Covenant will be responsible for and will indemnify ABC for 100% of the first $30,000,000 of any losses incurred by ABC related to the Over-Formula Advance Portfolio, and for 50% of the next $30,000,000 of any losses incurred by ABC, for total indemnification by Covenant of $45,000,000.

Covenant’s indemnification obligations under the Agreement are secured by a pledge of equipment collateral by Covenant with an estimated net orderly liquidation value of $60,000,000 (the “Equipment Collateral”). The Company’s wholly-owned bank subsidiary, TBK Bank, SSB, has provided Covenant with a $45,000,000 line of credit, also secured by the Equipment Collateral, the proceeds of which may be drawn to satisfy Covenant’s indemnification obligations under the Agreement.

Pursuant to the Agreement, Triumph and Covenant have agreed to certain terms related to the management of the Over-Formula Advance Portfolio, and the terms by which Covenant may provide assistance to maximize recovery on the Over-Formula Advance Portfolio.

The measurement period for this transaction remained open at the time the Agreement was executed, and the Company determined that there is a clear and direct link between the Agreement and the ARPA. Therefore, the terms of the Agreement were incorporated into the Company's purchase accounting which resulted in the elimination of the contingent consideration component of the ARPA, the recognition of cash due from Covenant as part of the consideration for the transaction, and an indemnification asset to reflect the modification of Covenant's indemnification obligations.

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(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)	Initial Values Recorded at Acquisition Date	Measurement Period Adjustments		Adjusted Values
Assets acquired:
Factored receivables	$107,524	$—		$107,524
Allowance for credit losses	(37,415)	—		(37,415)
Factored receivables, net of ACL	70,109	—		70,109
Intangible assets	3,500	—		3,500
Indemnification asset	30,959	—		30,959
Deferred income taxes	1,448	(59)		1,389
	106,016	(59)		105,957
Liabilities assumed:
Deposits	5,361	—		5,361
	5,361	—		5,361
Fair value of net assets acquired	$100,655	$	(59)	$100,596
Consideration:
Cash paid	$108,375	—		$108,375
Stock consideration	13,942	—		13,942
Cash due from seller subsequent to liquidation of stock consideration	(17,196)	—		(17,196)
Total consideration	$105,121	$—		$105,121
Goodwill	$4,466	$59		$4,525

The Company has recognized goodwill of $4,525,000, which included measurement period adjustments related to the finalization of the tax basis of Covenant’s customer intangibles and its impact on the deferred tax liability associated with these intangibles. Goodwill was calculated as the excess of the fair value of consideration exchanged 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 not be deducted for tax purposes. The initial accounting for the acquisition has not been completed because the fair values of the assets acquired and liabilities assumed have not yet been finalized.

Consideration included cash due from Covenant subsequent to liquidation of the stock consideration with an acquisition date fair value of $17,196,000. The fair value of cash due from Covenant was based on the Company's stock price on the date of the Agreement, less an estimate of broker commissions and discounts. During the year ended December 31, 2020, the entirety of the acquired stock was sold by Covenant, Covenant delivered net proceeds of $28,064,000, and the Company recognized $10,868,000 of other noninterest income measured as the difference between the initial purchase accounting measurement and the amount of net proceeds delivered to the Company upon liquidation. Of the total $10,868,000 of noninterest income recognized, $2,007,000 was recognized during the three months ended September 30, 2020, and the remainder was recognized during the three months ended December 31, 2020.

The intangible assets recognized include a customer relationship intangible asset with an acquisition date fair value of $3,500,000 which will be amortized utilizing an accelerated method over its eight year estimated useful life.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The indemnification asset was measured separately from the related covered portfolio. It is not contractually embedded in the covered portfolio nor is it transferable with the covered portfolio should the Company choose to dispose of the portfolio or a portion of the portfolio. The indemnification asset was initially recorded in other assets in the Consolidated Balance Sheets at the time of the TFS Acquisition at a fair value of $30,959,000, measured as the present value of the estimated cash payments expected to be received from Covenant for probable losses on the covered Over-Formula Advance Portfolio. These cash flows were discounted at a rate to reflect the uncertainty of the timing and receipt of the payments from Covenant. The amount ultimately collected for this asset will be dependent upon the performance of the underlying covered portfolio, the passage of time, and Covenant's willingness and ability to make necessary payments. The terms of the Agreement are such that indemnification has no expiration date and the Company will continue to carry the indemnification asset until ultimate resolution of the covered portfolio. The indemnification asset is reviewed quarterly and changes to the asset are recorded as adjustments to other noninterest income, as appropriate, within the Consolidated Statements of Income. The value of the indemnification asset was $5,246,000 and $36,225,000 at June 30, 2021 and December 31, 2020, respectively.

During the three months ended March 31, 2021, new adverse developments with the largest of the three Over-Formula Advance clients caused the Company to charge-off the entire Over-Formula Advance amount due from that client. This resulted in a net charge-off of $41,265,000; however, this net charge-off had no impact on credit loss expense for the three months ended March 31, 2021 as the entire amount had been reserved in a prior period. In accordance with the Agreement reached with Covenant, Covenant reimbursed us for $35,633,000 of this charge-off by drawing on its secured line of credit which is reflected on the Company's March 31, 2021 Consolidated Balance Sheet as a current and performing equipment loan held for investment. Given separate developments with the other two Over-Formula Advance clients, the Company reserved an additional $2,895,000 reflected in credit loss expense for the three months ended March 31, 2021. The $2,895,000 increase in required ACL as well as accretion of most of the fair value discount on the indemnification asset held at December 31, 2020 resulted in a $4,654,000 gain on the indemnification asset which was recorded through non-interest income.

During the three months ended June 30, 2021, there were no material changes in the underlying credit quality of the remaining two Over-Formula Advance clients. As such, there were no charge-offs related to these balances and no adjustments were made to the corresponding ACL balances or the indemnification asset during that period. As of June 30, 2021 the remaining balance on Covenant's secured line of credit was $8,622,000 which is reflected on the Company's June 30, 2021 Consolidated Balance Sheet as a current and performing equipment loan held for investment.

The contractually required payments and the fair value at acquisition of factored receivables purchased for which there was not, at acquisition, evidence of more than insignificant deterioration of credit quality since origination (non-PCD loans) totaled $45,228,000 and $44,962,000, respectively.

Management determined that the $62,200,000 in Over-Formula Advances obtained through the TFS Acquisition had experienced more than insignificant credit deterioration since origination and thus, deemed those Over-Formula Advances to be purchased credit deteriorated ("PCD"). Other, less significant factored receivables were also considered to be PCD. The following table presents information at the acquisition date for factored receivables purchased for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination:


(Dollars in thousands)
Purchase price of loans at acquisition			$25,147
Allowance for credit losses at acquisition			37,415
Non-credit discount/(premium) at acquisition			941
Par value of acquired loans at acquisition			$63,503

Revenue and earnings of TFS 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 $827,000 were recorded in noninterest expense in the consolidated statements of income during the three months ended September 30, 2020.

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(Unaudited)

Triumph Premium Finance

On April 20, 2020, the Company entered into an agreement to sell the assets (the “Disposal Group”) of Triumph Premium Finance (“TPF”) and exit its premium finance line of business. The decision to sell TPF was made during the three months ended March 31, 2020, and at March 31, 2020, the carrying amount of the Disposal Group was transferred to assets held for sale. The sale closed on June 30, 2020.

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	$	84,504
Premises and equipment, net	45
Other assets	11
	84,560
Carrying amount of liabilities in the disposal group:
Other liabilities	479
Total carrying amount	$	84,081
Total consideration received	94,531
Gain on sale of division	10,450
Transaction costs	692
Gain on sale of division, net of transaction costs	$	9,758

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 $5,854,000 and $5,826,000 at June 30, 2021 and December 31, 2020, 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)	2021		2020		2021		2020
Unrealized gains (losses) on equity securities held at the reporting date	$	28	$	733	$	28	$	974
Realized gains (losses) on equity securities sold during the period	—		—		—		—
	$	28	$	733	$	28	$	974

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(Unaudited)

Debt Securities

Debt securities have been classified in the financial statements as available for sale or held to maturity. The following table summarizes the amortized cost, fair value, and allowance for credit losses of debt securities and the corresponding amounts of gross unrealized gains and losses of available for sale securities recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses of held to maturity securities:


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
June 30, 2021
Available for sale securities:
U.S. Government agency obligations	$	9,985	$	39	$	—	$	—	$	10,024
Mortgage-backed securities, residential	20,249		947		(2)		—		21,194
Asset-backed securities	6,966		—		(3)		—		6,963
State and municipal	33,653		813		—		—		34,466
CLO securities	108,444		3,932		(67)		—		112,309
Corporate bonds	5,637		87		—		—		5,724
SBA pooled securities	2,829		120		(2)		—		2,947
Total available for sale securities	$	187,763	$	5,938	$	(74)	$	—	$	193,627


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrecognized Losses		Fair Value
June 30, 2021
Held to maturity securities:
CLO securities	$	7,385	$	—	$	(1,763)	$	5,622
Allowance for credit losses	(1,727)
Total held to maturity securities, net of ACL	$	5,658


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
December 31, 2020
Available for sale securities:
U.S. Government agency obligations	$	14,942	$	146	$	—	$	—	$	15,088
Mortgage-backed securities, residential	26,547		1,139		(2)		—		27,684
Asset-backed securities	7,091		—		(52)		—		7,039
State and municipal	36,238		1,157		—		—		37,395
CLO Securities	118,128		4,335		(259)		—		122,204
Corporate bonds	11,373		205		(5)		—		11,573
SBA pooled securities	3,200		133		(6)		—		3,327
Total available for sale securities	$	217,519	$	7,115	$	(324)	$	—	$	224,310


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrecognized Losses		Fair Value
December 31, 2020
Held to maturity securities:
CLO securities	$	7,945	$	—	$	(2,095)	$	5,850
Allowance for credit losses	(2,026)
Total held to maturity securities, net of ACL	$	5,919

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(Unaudited)

The amortized cost and estimated fair value of securities at June 30, 2021, 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
(Dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	22,769	$	22,909	$	—	$	—
Due from one year to five years	4,590		4,698		—		—
Due from five years to ten years	61,852		64,276		7,385		5,622
Due after ten years	68,508		70,640		—		—
	157,719		162,523		7,385		5,622
Mortgage-backed securities, residential	20,249		21,194		—		—
Asset-backed securities	6,966		6,963		—		—
SBA pooled securities	2,829		2,947		—		—
	$	187,763	$	193,627	$	7,385	$	5,622

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


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Proceeds	$	—	$	—	$	—	$	—
Gross gains	—		—		—		—
Gross losses	—		—		—		—
Net gains and losses from calls of securities	1		63		1		101

Debt securities with a carrying amount of approximately $90,160,000 and $73,056,000 at June 30, 2021 and December 31, 2020, respectively, were pledged to secure public deposits, customer repurchase agreements, and for other purposes required or permitted by law.

Accrued interest on available for sale securities totaled $1,063,000 and $1,233,000 at June 30, 2021 and December 31, 2020, respectively, and was included in other assets in the consolidated balance sheets. There was no accrued interest related to debt securities reversed against interest income for the three and six months ended June 30, 2021 and 2020.

The following table summarizes available for sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position:


	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
June 30, 2021
Available for sale securities:
U.S. Government agency obligations	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities, residential	9		—		132		(2)		141		(2)
Asset-backed securities	—		—		6,963		(3)		6,963		(3)
State and municipal	5,000		—		—		—		5,000		—
CLO securities	3,503		(2)		28,658		(65)		32,161		(67)
Corporate bonds	—		—		150		—		150		—
SBA pooled securities	—		—		480		(2)		480		(2)
	$	8,512	$	(2)	$	36,383	$	(72)	$	44,895	$	(74)

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(Unaudited)


	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2020
Available for sale securities:
U.S. Government agency obligations	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities, residential	100		(1)		215		(1)		315		(2)
Asset-backed securities	129		—		6,911		(52)		7,040		(52)
State and municipal	—		—		—		—		—		—
CLO Securities	12,083		(93)		29,785		(166)		41,868		(259)
Corporate bonds	498		(5)		150		—		648		(5)
SBA pooled securities	889		(6)		29		—		918		(6)
	$	13,699	$	(105)	$	37,090	$	(219)	$	50,789	$	(324)

Management evaluates available for sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1)the extent to which the fair value is 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, 2021, the Company had 35 available for sale debt securities in an unrealized loss position without an allowance for credit losses. 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. Accordingly, as of June 30, 2021, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore no losses have been recognized in the Company’s consolidated statements of income.

The following table presents the activity in the allowance for credit losses for held to maturity debt securities:


(Dollars in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Held to Maturity CLO Securities	2021		2020		2021		2020
Allowance for credit losses:
Beginning balance	$	1,859	$	126	$	2,026	$	—
Impact of adopting ASC 326	—		—		—		126
Credit loss expense	(132)		1,729		(299)		1,729
Allowance for credit losses ending balance	$	1,727	$	1,855	$	1,727	$	1,855

The Company’s held to maturity securities are investments in the unrated subordinated notes of collateralized loan obligation funds. These securities are the junior-most in securitization capital structures, and are subject to suspension of distributions if the credit of the underlying loan portfolios deteriorates materially. The ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type. At June 30, 2021 and December 31, 2020, the Company’s held to maturity securities consisted of three investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call. As of June 30, 2021, $4,561,000 of the Company’s held to maturity securities were classified as nonaccrual.

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NOTE 4 - LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans Held for Sale

The following table presents loans held for sale:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Commercial real estate	$	19,522	$	—
1-4 family residential	1,063		6,319
Commercial	10,551		18,227
Total loans held for sale	$	31,136	$	24,546

Loans Held for Investment

Loans

The following table presents the amortized cost and unpaid principal balance of loans held for investment:


	June 30, 2021						December 31, 2020
(Dollars in thousands)	Amortized Cost		Unpaid Principal		Difference		Amortized Cost		Unpaid Principal		Difference
Commercial real estate	$	701,576	$	703,989	$	(2,413)	$	779,158	$	782,614	$	(3,456)
Construction, land development, land	185,444		185,652		(208)		219,647		220,021		(374)
1-4 family residential	135,288		135,730		(442)		157,147		157,731		(584)
Farmland	91,122		91,768		(646)		103,685		104,522		(837)
Commercial	1,453,583		1,469,743		(16,160)		1,562,957		1,579,841		(16,884)
Factored receivables	1,398,299		1,399,598		(1,299)		1,120,770		1,122,008		(1,238)
Consumer	12,389		12,404		(15)		15,838		15,863		(25)
Mortgage warehouse	853,514		853,514		—		1,037,574		1,037,574		—
Total loans held for investment	4,831,215		$	4,852,398	$	(21,183)	4,996,776		$	5,020,174	$	(23,398)
Allowance for credit losses	(45,694)						(95,739)
	$	4,785,521					$	4,901,037

The difference between the amortized cost and the unpaid principal is primarily (1) premiums and discounts associated with acquired loans totaling $14,333,000 and $18,511,000 at June 30, 2021 and December 31, 2020, respectively, and (2) net deferred origination and factoring fees totaling $6,850,000 and $4,887,000 at June 30, 2021 and December 31, 2020, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $16,448,000 and $18,198,000 at June 30, 2021 and December 31, 2020, respectively, and was included in other assets in the consolidated balance sheets.

At June 30, 2021 and December 31, 2020, the Company had $149,583,000 and $145,892,000, 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.

At June 30, 2021 and December 31, 2020 the balance of the Over-Formula Advance Portfolio included in factored receivables was $10,077,000 and $62,100,000, respectively.

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As of June 30, 2021 the Company carried a separate $19,361,000 receivable (the “Misdirected Payments”) payable by the United States Postal Service (“USPS”) arising from accounts factored to the largest Over-Formula Advance Portfolio carrier. This amount is included in factored receivables and is separate from the aforementioned Over-Formula Advance Portfolio. The amounts represented by this receivable were paid by the USPS directly to such customer in contravention of notices of assignment delivered to, and previously honored by, the USPS, which amount was then not remitted back to the Company by such customer as required. The USPS disputes their obligation to make such payment, citing purported deficiencies in the notices delivered to them. In addition to commencing litigation against such customer, the Company has also filed a declaratory judgment action in Federal District Court for the Southern District of Florida seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to the Company. Based on a legal analysis and discussions with the counsel advising the Company on this matter, the Company believes it is probable that it will prevail in such action and that the USPS will have the capacity to make payment on such receivable. Consequently, the Company has not reserved for such balance as of June 30, 2021.

Loans with carrying amounts of $2,716,651,000 and $2,255,441,000 at June 30, 2021 and December 31, 2020, respectively, were pledged to secure Federal Home Loan Bank borrowing capacity, Paycheck Protection Program Liquidity Facility borrowings and Federal Reserve Bank discount window borrowing capacity.

During the three and six months ended June 30, 2021, loans with carrying amounts of $37,196,000 and $64,603,000, respectively, 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. During the three and six months ended June 30, 2021, loans transferred to held for sale were sold resulting in proceeds of $25,176,000 and $45,582,000, respectively. The Company recorded net gains on transfers and sales of loans of $413,000 and $1,466,000, respectively, for the three and six months ended June 30, 2021, which are recorded as other noninterest income in the consolidated statements of income.

During the three and six months ended June 30, 2020, loans with a carrying amount of $84,693,000 and $115,631,000, respectively, 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. During the three and six months ended June 30, 2020, loans transferred to held for sale were sold resulting in proceeds of $55,904,000 and $87,200,000, respectively. The Company recorded a net loss on transfers and sales of loans of $545,000 for the three months ended June 30, 2020 and a net gain on transfers and sales of loans of $49,000 for the six months ended June 30, 2020.

Allowance for Credit Losses

The Company’s estimate of the ACL reflects losses expected over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications unless the Company has identified an expected troubled debt restructuring. The activity in the allowance for credit losses (“ACL”) related to loans held for investment is as follows:


(Dollars in thousands)	Beginning Balance		Credit Loss Expense		Charge-offs		Recoveries		Ending Balance
Three months ended June 30, 2021
Commercial real estate	$	6,823	$	(2,422)	$	—	$	3	$	4,404
Construction, land development, land	1,670		(181)		—		1		1,490
1-4 family residential	631		(62)		(25)		1		545
Farmland	699		(30)		—		—		669
Commercial	17,158		(1,678)		(8)		202		15,674
Factored receivables	19,716		2,643		(583)		47		21,823
Consumer	296		(59)		(90)		89		236
Mortgage warehouse	1,031		(178)		—		—		853
	$	48,024	$	(1,967)	$	(706)	$	343	$	45,694

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(Unaudited)


(Dollars in thousands)	Beginning Balance		Credit Loss Expense		Charge-offs		Recoveries		Ending Balance
Three months ended June 30, 2020
Commercial real estate	$	11,753	$	3,780	$	—	$	6	$	15,539
Construction, land development, land	3,179		2,737		—		1		5,917
1-4 family residential	1,087		935		—		5		2,027
Farmland	1,021		(143)		—		80		958
Commercial	20,145		3,427		(339)		50		23,283
Factored receivables	6,134		(47)		(860)		17		5,244
Consumer	674		142		(89)		41		768
Mortgage warehouse	739		138		—		—		877
	$	44,732	$	10,969	$	(1,288)	$	200	$	54,613


(Dollars in thousands)	Beginning Balance		Credit Loss Expense		Charge-offs		Recoveries		Ending Balance
Six Months Ended June 30, 2021
Commercial real estate	$	10,182	$	(5,786)	$	—	$	8	$	4,404
Construction, land development, land	3,418		(1,918)		(12)		2		1,490
1-4 family residential	1,225		(740)		(25)		85		545
Farmland	832		(163)		—		—		669
Commercial	22,040		(6,749)		(281)		664		15,674
Factored receivables	56,463		7,361		(42,086)		85		21,823
Consumer	542		(252)		(169)		115		236
Mortgage warehouse	1,037		(184)		—		—		853
	$	95,739	$	(8,431)	$	(42,573)	$	959	$	45,694


(Dollars in thousands)	Beginning Balance		Impact of Adopting ASC 326		Credit Loss Expense		Charge-offs		Recoveries		Reclassification to Held For Sale		Ending Balance
Six months ended June 30, 2020
Commercial real estate	$	5,353	$	1,372	$	8,807	$	—	$	7	$	—	$	15,539
Construction, land development, land	1,382		(187)		4,720		—		2		—		5,917
1-4 family residential	308		513		1,194		(21)		33		—		2,027
Farmland	670		437		(229)		—		80		—		958
Commercial	12,566		(184)		11,660		(645)		335		(449)		23,283
Factored receivables	7,657		(1,630)		1,416		(2,254)		55		—		5,244
Consumer	488		(52)		553		(293)		72		—		768
Mortgage warehouse	668		—		209		—		—		—		877
	$	29,092	$	269	$	28,330	$	(3,213)	$	584	$	(449)	$	54,613

The ACL was estimated using the current expected credit loss model. The primary reasons for the decrease in required ACL during the six months ended June 30, 2021 are net charge-offs on PCD Over-Formula Advances (classified as factored receivables) and improvement of the loss drivers that the Company forecasts to calculate expected losses during the period.

The primary reason for the decrease in required ACL during the three months ended June 30, 2021 is improvement in the forecasted loss drivers.

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Management determined that the $62,200,000 in Over-Formula Advances obtained through the TFS Acquisition during 2020 had experienced more than insignificant credit deterioration since origination and thus deemed those Over-Formula Advances to be purchased credit deteriorated ("PCD"). The total remaining ACL on all acquired PCD Over-Formula Advances was approximately $10,077,000 at June 30, 2021 compared to $48,485,000 at December 31, 2020. The primary driver of the decrease in required ACL during the six months ended June 30, 2021 was a net charge-off of $41,265,000 due from the largest acquired Over-Formula Advance client. This was partially offset by an additional $2,895,000 million of reserve required across the two remaining Over-Formula Advance clients. As of June 30, 2021, the entire remaining acquired PCD Over-Formula Advance balance was fully reserved. See Note 2 – Business Combinations and Divestitures for further discussion of Over-Formula Advance activity.

The Company uses the discounted cash flow (DCF) method to estimate ACL for the commercial real estate, construction, land development, land, 1-4 family residential, commercial (excluding liquid credit), and consumer loan pools. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment as a loss driver. The Company also utilizes and forecasts either one-year percentage change in national retail sales (commercial real estate – non multifamily, commercial general, commercial agriculture, commercial asset-based lending, commercial equipment finance, consumer), one-year percentage change in the national home price index (1-4 family residential and construction, land development, land), or one-year percentage change in national gross domestic product (commercial real estate – multifamily) as a second loss driver depending on the nature of the underlying loan pool and how well that loss driver correlates to expected future losses. Consistent forecasts of the loss drivers are used across the loan segments.

For all DCF models at June 30, 2021, the Company has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. The Company leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by the Company when developing the forecast metrics. At June 30, 2021, as compared to December 31, 2020, the Company forecasted a significant decrease in national unemployment, significant increase in one-year percentage change in national retail sales, significant increase in one-year percentage change in the national home price index, and a significant increase in one-year percentage change in national gross domestic product. For percentage changes in national retail sales, national home price index and national gross domestic product, the Company projected significant growth in the first two projected quarters followed by percentage change growth for the last two projected quarters resembling something closer to pre-COVID-19 levels. Projected unemployment rates used by the Company are relatively stable over the four projected quarters at levels somewhat higher than pre-COVID-19 conditions.

The Company uses a loss-rate method to estimate expected credit losses for the farmland, liquid credit, factored receivable, and mortgage warehouse loan pools. For each of these loan segments, the Company applies an expected loss ratio based on internal and peer historical losses adjusted as appropriate for qualitative factors. Qualitative loss factors are based on the Company's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. Loss factors used to calculate the required ACL on pools that use the loss-rate method reflect the forecasted economic conditions described above.

For the six months ended June 30, 2021, in addition to the impact of changes to the ACL on acquired PCD Over-Formula Advances previously discussed, changes in projected loss drivers and assumptions over the reasonable and supportable forecast period decreased the required ACL by $10,142,000. Further, the Company experienced a net reserve release of specific reserves on non-PCD loans. Changes in loan volume and mix during the six months ended June 30, 2021 also decreased the ACL during the period. Non-PCD-related charge-offs had an insignificant impact on the change in required ACL during the six months ended June 30, 2021.

For the three months ended June 30, 2021, changes in projected loss drivers and assumptions over the reasonable and supportable forecast period decreased the required ACL by $1,847,000. Changes in loan volume and mix during the three months ended June 30, 2021 also decreased the ACL during the period. These decreases were partially offset by an increase in net new specific reserves. Charge-offs had an insignificant impact on the change in required ACL during the three months ended June 30, 2021.

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(Unaudited)

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans:


(Dollars in thousands)	Real Estate		Accounts Receivable		Equipment		Other		Total		ACL Allocation
June 30, 2021
Commercial real estate	$	4,763	$	—	$	—	$	574	$	5,337	$	267
Construction, land development, land	2,214		—		—		—		2,214		250
1-4 family residential	1,515		—		—		118		1,633		38
Farmland	2,035		—		135		—		2,170		—
Commercial	2,240		—		5,277		5,695		13,212		3,135
Factored receivables	—		44,919		—		—		44,919		14,830
Consumer	—		—		—		176		176		—
Mortgage warehouse	—		—		—		—		—		—
Total	$	12,767	$	44,919	$	5,412	$	6,563	$	69,661	$	18,520

At June 30, 2021 the balance of the Over-Formula Advance Portfolio included in factored receivables $10,077,000 and was fully reserved. At June 30, 2021 the balance of Misdirected Payments included in factored receivables was $19,361,000 and carried no ACL allocation.


(Dollars in thousands)	Real Estate		Accounts Receivable		Equipment		Other		Total		ACL Allocation
December 31, 2020
Commercial real estate	$	12,454	$	—	$	—	$	162	$	12,616	$	1,334
Construction, land development, land	2,317		—		—		—		2,317		271
1-4 family residential	1,948		—		—		248		2,196		34
Farmland	2,189		—		143		198		2,530		—
Commercial	1,813		—		5,842		9,352		17,007		5,163
Factored receivables	—		92,437		—		—		92,437		51,371
Consumer	—		—		—		253		253		37
Mortgage warehouse	—		—		—		—		—		—
Total	$	20,721	$	92,437	$	5,985	$	10,213	$	129,356	$	58,210

At December 31, 2020 the balance of the Over-Formula Advance Portfolio included in factored receivables was $62,100,000 and carried an ACL allocation of $48,485,000. At December 31, 2020 the balance of Misdirected Payments included in factored receivables was $19,600,000 and carried no ACL allocation.

Past Due and Nonaccrual Loans

The following tables present an aging of contractually past due loans:


(Dollars in thousands)	Past Due 30-59 Days		Past Due 60-90 Days		Past Due 90 Days or More		Total Past Due		Current		Total		Past Due 90 Days or More and Accruing
June 30, 2021
Commercial real estate	$	551	$	138	$	1,218	$	1,907	$	699,669	$	701,576	$	—
Construction, land development, land	—		977		1,205		2,182		183,262		185,444		—
1-4 family residential	492		628		753		1,873		133,415		135,288		—
Farmland	149		151		398		698		90,424		91,122		—
Commercial	2,038		9,370		4,561		15,969		1,437,614		1,453,583		—
Factored receivables	39,715		10,610		37,036		87,361		1,310,938		1,398,299		37,036
Consumer	260		114		5		379		12,010		12,389		—
Mortgage warehouse	—		—		—		—		853,514		853,514		—
Total	$	43,205	$	21,988	$	45,176	$	110,369	$	4,720,846	$	4,831,215	$	37,036

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(Unaudited)


(Dollars in thousands)	Past Due 30-59 Days		Past Due 60-90 Days		Past Due 90 Days or More		Total Past Due		Current		Total		Past Due 90 Days or More and Accruing
December 31, 2020
Commercial real estate	$	1,512	$	147	$	7,623	$	9,282	$	769,876	$	779,158	$	—
Construction, land development, land	185		1,001		323		1,509		218,138		219,647		22
1-4 family residential	1,978		448		952		3,378		153,769		157,147		—
Farmland	407		1,000		300		1,707		101,978		103,685		—
Commercial	2,084		1,765		5,770		9,619		1,553,338		1,562,957		35
Factored receivables	33,377		28,506		72,717		134,600		986,170		1,120,770		72,717
Consumer	385		116		81		582		15,256		15,838		—
Mortgage warehouse	—		—		—		—		1,037,574		1,037,574		—
Total	$	39,928	$	32,983	$	87,766	$	160,677	$	4,836,099	$	4,996,776	$	72,774

At June 30, 2021 and December 31, 2020, total past due Over-Formula Advances recorded in factored receivables was $10,077,000 and $62,100,000, respectively, all of which was considered past due 90 days or more. Aging of the Over-Formula Advances is based upon the service month on which the advances were made by TFS prior to acquisition. At June 30, 2021 and December 31, 2020, the Misdirected Payments totaled $19,361,000 and $19,600,000, respectively. At June 30, 2021, the entire $19,361,000 balance of the Misdirected Payments was considered past due 90 days or more, and at December 31, 2020 approximately $6,000,000 was considered past due 90 days or more. Given the nature of factored receivables, these assets are disclosed as past due 90 days or more still accruing; however, the Company is not recognizing income on the assets at June 30, 2021. Historically, any income recognized on factored receivables that are past due 90 days or more has not been material.

The following table presents the amortized cost basis of loans on nonaccrual status and the amortized cost basis of loans on nonaccrual status for which there was no related allowance for credit losses:


	June 30, 2021				December 31, 2020
(Dollars in thousands)	Nonaccrual		Nonaccrual With No ACL		Nonaccrual		Nonaccrual With No ACL
Commercial real estate	$	3,749	$	3,045	$	9,945	$	3,461
Construction, land development, land	2,191		1,194		2,294		1,199
1-4 family residential	1,516		1,442		1,848		1,651
Farmland	2,170		2,170		2,531		2,531
Commercial	13,158		6,800		17,202		4,891
Factored receivables	—		—		—		—
Consumer	176		176		253		188
Mortgage warehouse	—		—		—		—
	$	22,960	$	14,827	$	34,073	$	13,921

The following table presents accrued interest on nonaccrual loans reversed through interest income:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Commercial real estate	$	8	$	2	$	8	$	64
Construction, land development, land	—		—		—		—
1-4 family residential	—		2		1		10
Farmland	—		—		6		—
Commercial	20		23		23		39
Factored receivables	—		—		—		—
Consumer	—		—		—		2
Mortgage warehouse	—		—		—		—
	$	28	$	27	$	38	$	115

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

There was no interest earned on nonaccrual loans during the three and six months ended June 30, 2021 and 2020.

The following table presents information regarding nonperforming loans:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Nonaccrual loans(1)	$	22,960	$	34,073
Factored receivables greater than 90 days past due	26,959		13,927
Other nonperforming factored receivables(2)	1,454		10,029
Troubled debt restructurings accruing interest	17		3
	$	51,390	$	58,032

(1)Includes troubled debt restructurings of $6,068,000 and $13,321,000 at June 30, 2021 and December 31, 2020, respectively.

(2)Other nonperforming factored receivables represent the portion of the Over-Formula Advance Portfolio that is not covered by Covenant's indemnification. This amount is also considered Classified from a risk rating perspective.

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.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal of loan constitutes a current period origination. Generally, current period renewals of credit are re-underwritten at the point of renewal and considered current period originations for purposes of the table below. As of June 30, 2021 and December 31, 2020, based on the most recent analysis performed, the risk category of loans is as follows:


													Revolving Loans		Revolving Loans Converted To Term Loans		Total
(Dollars in thousands)	Year of Origination
June 30, 2021	2021		2020		2019		2018		2017		Prior
Commercial real estate
Pass	$	136,320	$	332,972	$	50,755	$	37,062	$	58,315	$	52,074	$	27,480	$	—	$	694,978
Classified	1,223		4,781		42		169		113		270		—		—		6,598
Total commercial real estate	$	137,543	$	337,753	$	50,797	$	37,231	$	58,428	$	52,344	$	27,480	$	—	$	701,576

Construction, land development, land
Pass	$	45,283	$	90,760	$	12,464	$	32,148	$	1,362	$	1,202	$	11	$	—	$	183,230
Classified	23		1,984		—		—		—		207		—		—		2,214
Total construction, land development, land	$	45,306	$	92,744	$	12,464	$	32,148	$	1,362	$	1,409	$	11	$	—	$	185,444

1-4 family residential
Pass	$	16,196	$	24,606	$	11,061	$	7,913	$	10,891	$	28,444	$	33,652	$	879	$	133,642
Classified	198		412		—		9		8		937		82		—		1,646
Total 1-4 family residential	$	16,394	$	25,018	$	11,061	$	7,922	$	10,899	$	29,381	$	33,734	$	879	$	135,288

Farmland
Pass	$	7,013	$	14,678	$	12,559	$	12,891	$	11,706	$	28,252	$	942	$	135	$	88,176
Classified	720		524		742		369		128		306		157		—		2,946
Total farmland	$	7,733	$	15,202	$	13,301	$	13,260	$	11,834	$	28,558	$	1,099	$	135	$	91,122

Commercial
Pass	$	297,395	$	557,276	$	108,433	$	32,206	$	21,412	$	8,605	$	392,450	$	560	$	1,418,337
Classified	989		11,053		14,330		603		170		470		7,631		—		35,246
Total commercial	$	298,384	$	568,329	$	122,763	$	32,809	$	21,582	$	9,075	$	400,081	$	560	$	1,453,583

Factored receivables
Pass	$	1,364,310	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,364,310
Classified	9,779		24,210		—		—		—		—		—		—		33,989
Total factored receivables	$	1,374,089	$	24,210	$	—	$	—	$	—	$	—	$	—	$	—	$	1,398,299

Consumer
Pass	$	1,244	$	3,257	$	1,040	$	864	$	3,127	$	2,615	$	66	$	—	$	12,213
Classified	—		—		—		2		65		109		—		—		176
Total consumer	$	1,244	$	3,257	$	1,040	$	866	$	3,192	$	2,724	$	66	$	—	$	12,389

Mortgage warehouse
Pass	$	853,514	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	853,514
Classified	—		—		—		—		—		—		—		—		—
Total mortgage warehouse	$	853,514	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	853,514

Total loans
Pass	$	2,721,275	$	1,023,549	$	196,312	$	123,084	$	106,813	$	121,192	$	454,601	$	1,574	$	4,748,400
Classified	12,932		42,964		15,114		1,152		484		2,299		7,870		—		82,815
Total loans	$	2,734,207	$	1,066,513	$	211,426	$	124,236	$	107,297	$	123,491	$	462,471	$	1,574	$	4,831,215

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TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


													Revolving Loans		Revolving Loans Converted To Term Loans		Total
(Dollars in thousands)	Year of Origination
December 31, 2020	2020		2019		2018		2017		2016		Prior
Commercial real estate
Pass	$	271,406	$	94,085	$	62,075	$	49,115	$	27,921	$	230,731	$	27,666	$	908	$	763,907
Classified	10,298		2,239		133		1,367		664		550		—		—		15,251
Total commercial real estate	$	281,704	$	96,324	$	62,208	$	50,482	$	28,585	$	231,281	$	27,666	$	908	$	779,158

Construction, land development, land
Pass	$	72,149	$	12,490	$	11,829	$	5,820	$	8,946	$	105,584	$	12	$	500	$	217,330
Classified	2,031		34		—		—		—		252		—		—		2,317
Total construction, land development, land	$	74,180	$	12,524	$	11,829	$	5,820	$	8,946	$	105,836	$	12	$	500	$	219,647

1-4 family residential
Pass	$	58,300	$	11,280	$	11,425	$	8,982	$	4,400	$	20,167	$	35,326	$	5,320	$	155,200
Classified	1,473		149		137		23		11		49		105		—		1,947
Total 1-4 family residential	$	59,773	$	11,429	$	11,562	$	9,005	$	4,411	$	20,216	$	35,431	$	5,320	$	157,147

Farmland
Pass	$	37,212	$	10,095	$	7,388	$	15,262	$	7,908	$	20,572	$	1,421	$	486	$	100,344
Classified	994		407		403		—		22		590		925		—		3,341
Total farmland	$	38,206	$	10,502	$	7,791	$	15,262	$	7,930	$	21,162	$	2,346	$	486	$	103,685

Commercial
Pass	$	470,477	$	162,203	$	127,569	$	94,154	$	70,405	$	181,312	$	416,197	$	11,396	$	1,533,713
Classified	8,128		2,390		983		190		4,470		2,787		10,296		—		29,244
Total commercial	$	478,605	$	164,593	$	128,552	$	94,344	$	74,875	$	184,099	$	426,493	$	11,396	$	1,562,957

Factored receivables
Pass	$	1,081,316	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,081,316
Classified	39,454		—		—		—		—		—		—		—		39,454
Total factored receivables	$	1,120,770	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,120,770

Consumer
Pass	$	8,382	$	2,251	$	1,336	$	1,258	$	688	$	1,594	$	74	$	—	$	15,583
Classified	146		28		18		36		11		16		—		—		255
Total consumer	$	8,528	$	2,279	$	1,354	$	1,294	$	699	$	1,610	$	74	$	—	$	15,838

Mortgage warehouse
Pass	$	1,037,574	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,037,574
Classified	—		—		—		—		—		—		—		—		—
Total mortgage warehouse	$	1,037,574	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,037,574

Total loans
Pass	$	3,036,816	$	292,404	$	221,622	$	174,591	$	120,268	$	559,960	$	480,696	$	18,610	$	4,904,967
Classified	62,524		5,247		1,674		1,616		5,178		4,244		11,326		—		91,809
Total loans	$	3,099,340	$	297,651	$	223,296	$	176,207	$	125,446	$	564,204	$	492,022	$	18,610	$	4,996,776

Troubled Debt Restructurings and Loan Modifications

The Company had troubled debt restructurings with an amortized cost of $6,085,000 and $13,324,000 as of June 30, 2021 and December 31, 2020, respectively. The Company had allocated $1,540,000 and $2,469,000 of allowance for those loans at June 30, 2021 and December 31, 2020, respectively, and had not committed to lend additional amounts.

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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, 2021 and 2020. The Company did not grant principal reductions on any restructured loans.


(Dollars in thousands)	Extended Amortization Period		Payment Deferrals		Protective Advances		Total Modifications		Number of Loans






Six months ended June 30, 2021
Commercial real estate	$	—	$	—	$	741	$	741	1





Three months ended June 30, 2020
Commercial real estate	$	—	$	246	$	—	$	246	2
Commercial	44		—		—		44		2
	$	44	$	246	$	—	$	290	4

Six months ended June 30, 2020
Commercial real estate	$	—	$	246	$	—	$	246	2
Construction, land development, land	$	8	$	—	$	—	$	8	1
Farmland	3,486		—		—		3,486		1
Commercial	4,591		5,793		—		10,384		5
	$	8,085	$	6,039	$	—	$	14,124	9

There were no loans modified as troubled debt restructurings during the three months ended June 30, 2021.

During the six months ended June 30, 2021, the Company had four loans modified as troubled debt restructurings with a recorded investment of $670,000 for which there were payment defaults within twelve months following the modification. During the six months ended June 30, 2020, the Company had three loans modified as troubled debt restructurings with a recorded investment of $498,000 for which there were payment defaults within twelve months following the modification. Default is determined at 90 or more days past due, upon charge-off, or upon foreclosure.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the balance of loans modified for borrowers impacted by the COVID-19 pandemic.


	Three Months Ended June 30,		Six Months Ended June 30,
(Dollars in thousands)	2021	2020	2021	2020
Total modifications	—	576,604	10,459	605,351

These modifications primarily consisted of payment deferrals to assist customers. As these modifications related to the COVID-19 pandemic and qualify under the provisions of either Section 4013 of the CARES act or Interagency Guidance, they are not considered troubled debt restructurings. The following table summarized the amortized cost of loans with payments currently in deferral and the accrued interest related to the loans with payments in deferral at June 30, 2021 and December 31, 2020:


(Dollars in thousands)	Total Loans		Balance of Loans Currently in Deferral		Percentage of Portfolio		Accrued Interest Receivable

June 30, 2021
Commercial real estate	$	701,576	$	51,568	7.4	%	$	176
Construction, land development, land	185,444		1,320		0.7	%	20
1-4 family residential	135,288		491		0.4	%	11
Farmland	91,122		—		—	%	—
Commercial	1,453,583		272		—	%	1
Factored receivables	1,398,299		—		—	%	—
Consumer	12,389		—		—	%	—
Mortgage warehouse	853,514		—		—	%	—
Total	$	4,831,215	$	53,651	1.1	%	$	208


(Dollars in thousands)	Total Loans		Balance of Loans Currently in Deferral		Percentage of Portfolio		Accrued Interest Receivable

December 31, 2020
Commercial real estate	$	779,158	$	69,980	9.0	%	$	357
Construction, land development, land	219,647		18,821		8.6	%	183
1-4 family residential	157,147		1,129		0.7	%	15
Farmland	103,685		—		—	%	—
Commercial	1,562,957		14,561		0.9	%	166
Factored receivables	1,120,770		—		—	%	—
Consumer	15,838		106		0.7	%	5
Mortgage warehouse	1,037,574		—		—	%	—
Total	$	4,996,776	$	104,597	2.1	%	$	726

Residential Real Estate Loans In Process of Foreclosure

At June 30, 2021 and December 31, 2020, the Company had $327,000 and $251,000, respectively, in 1-4 family residential real estate loans for which formal foreclosure proceedings were in process.

NOTE 5 - GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of the following:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Goodwill	$	236,965	$	163,209

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	June 30, 2021						December 31, 2020
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Core deposit intangibles	$	43,578	$	(29,694)	$	13,884	$	43,578	$	(27,436)	$	16,142
Software intangible assets	16,932		(353)		16,579		—		—		—
Other intangible assets	29,560		(10,421)		19,139		19,200		(8,629)		10,571
	$	90,070	$	(40,468)	$	49,602	$	62,778	$	(36,065)	$	26,713

The changes in goodwill and intangible assets during the three and six months ended June 30, 2021 and 2020 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Beginning balance	$	188,006	$	188,208	$	189,922	$	190,286
Acquired goodwill	73,697		—		73,697		—
Acquired intangible assets	27,292		—		27,292		—
Acquired goodwill - measurement period adjustment	—		—		59
Amortization of intangibles	(2,428)		(2,046)		(4,403)		(4,124)
Ending balance	$	286,567	$	186,162	$	286,567	$	186,162

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s interest bearing deposits.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Beginning in June 2020, such derivatives were used to hedge the variable cash flows associated with interest bearing deposits.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate interest bearing deposits. During 2021, the Company estimates that an additional $38,000 will be reclassified as an increase in interest expense.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet:

Derivative Assets

As of June 30, 2021

As of December 31, 2020

(Dollars in thousands)

Notional
Amount

Balance
Sheet Location

Fair Value
Total

Notional
Amount

Balance
Sheet Location

Fair Value
Total

Derivatives designated as hedging instruments:

Interest rate swaps

200,000

Other Assets

3,939

200,000

Other Assets

816

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The table below presents the effect of fair value and cash flow hedge accounting on Accumulated Other Comprehensive Income, net of tax:


	Amount of Gain or (Loss) Recognized in OCI on Derivative		Amount of Gain or (Loss) Recognized in OCI Included Component		Location of Gain or (Loss) Recognized from AOCI into Income	Amount of Gain or (Loss) Reclassified from AOCI into Income		Amount of Gain or (Loss) Reclassified from AOCI into Income Included Component
(Dollars in thousands)
Three Months Ended June 30, 2021
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(429)	$	(429)	Interest Expense	$	29	$	29

Three Months Ended June 30, 2020
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(246)	$	(246)	Interest Expense	$	—	$	—

Six Months Ended June 30, 2021
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	2,377	$	2,377	Interest Expense	$	52	$	52

Six Months Ended June 30, 2020
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(246)	$	(246)	Interest Expense	$	—	$	—

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with certain of its derivative counterparties that contain a provision where if the company fails to maintain its status as a well capitalized institution, then the Company could be required to post additional collateral.

As of June 30, 2021, the fair value of derivatives in a net liability position, which includes accrued interest, related to these agreements was $0. As of June 30, 2021, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at June 30, 2021, it could have been required to settle its obligations under the agreements at their termination value of $0.

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:


(Dollars in thousands)	Offering Date	Offering 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 net 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 $5,658,000 and $5,919,000 at June 30, 2021 and December 31, 2020, respectively, and are classified as held to maturity securities within the Company’s consolidated balance sheets.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

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, 2021						December 31, 2020
(Dollars in thousands)	Fixed Rate		Variable Rate		Total		Fixed Rate		Variable Rate		Total
Unused lines of credit	$	28,955	$	539,215	$	568,170	$	43,406	$	547,430	$	590,836
Standby letters of credit	$	7,808	$	6,201	$	14,009	$	5,464	$	8,429	$	13,893
Commitments to purchase loans	$	—	$	97,115	$	97,115	$	—	$	66,373	$	66,373
Mortgage warehouse commitments	$	—	$	699,865	$	699,865	$	—	$	417,722	$	417,722

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.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company records an allowance for credit losses on off-balance sheet credit exposures through a charge to credit loss expense on the Company’s consolidated statements of income. At June 30, 2021 and December 31, 2020, the allowance for credit losses on off-balance sheet credit exposures totaled $4,084,000 and $5,005,000, respectively, and was included in other liabilities on the Company’s consolidated balance sheets. The following table presents credit loss expense for off balance sheet credit exposures:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Credit loss expense (benefit)	$	293	$	911	$	(921)	$	3,848

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.

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 the methodologies disclosed in Note 17 of the Company’s 2020 Form 10-K.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 Fair Value
June 30, 2021	Level 1		Level 2		Level 3
Assets measured at fair value on a recurring basis
Securities available for sale
U.S. Government agency obligations	$	—	$	10,024	$	—	$	10,024
Mortgage-backed securities, residential	—		21,194		—		21,194
Asset-backed securities	—		6,963		—		6,963
State and municipal	—		34,466		—		34,466
CLO securities	—		112,309		—		112,309
Corporate bonds	—		5,724		—		5,724
SBA pooled securities	—		2,947		—		2,947
	$	—	$	193,627	$	—	$	193,627

Equity securities
Mutual fund	$	5,854	$	—	$	—	$	5,854

Loans held for sale	$	—	$	31,136	$	—	$	31,136

Derivative financial instruments (cash flow hedges)
Interest rate swap	$	—	$	3,939	$	—	$	3,939

Indemnification asset	$	—	$	—	$	5,246	$	5,246


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
December 31, 2020	Level 1		Level 2		Level 3
Assets measured at fair value on a recurring basis
Securities available for sale
U.S. Government agency obligations	$	—	$	15,088	$	—	$	15,088
Mortgage-backed securities, residential	—		27,684		—		27,684
Asset-backed securities	—		7,039		—		7,039
State and municipal	—		37,395		—		37,395
CLO Securities	—		122,204		—		122,204
Corporate bonds	—		11,573		—		11,573
SBA pooled securities	—		3,327		—		3,327
	$	—	$	224,310	$	—	$	224,310

Equity securities
Mutual fund	$	5,826	$	—	$	—	$	5,826

Loans held for sale	$	—	$	24,546	$	—	$	24,546

Derivative financial instruments (cash flow hedges)
Interest rate swap	$	—	$	816	$	—	$	816

Indemnification asset	$	—	$	—	$	36,225	$	36,225

There were no transfers between levels during 2021 or 2020.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The fair value of the indemnification asset is calculated as the present value of the estimated cash payments expected to be received from Covenant for probable losses on the covered Over-Formula Advance Portfolio. The cash flows are discounted at a rate to reflect the uncertainty of the timing and receipt of the payments from Covenant. The indemnification asset is reviewed quarterly and changes to the asset are recorded as adjustments to other noninterest income or expense, as appropriate, within the Consolidated Statements of Income. The indemnification asset fair value is considered a Level 3 classification. At June 30, 2021 and December 31, 2020, the estimated cash payments expected to be received from Covenant for probable losses on the covered Over-Formula Advance Portfolio were approximately $5,499,000 and $39,200,000, respectively, and a discount rate of 4.6% and 8.8%, respectively, was applied to calculate the present value of the indemnification asset. A reconciliation of the opening balance to the closing balance of the fair value of the indemnification asset is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Beginning balance	$	5,246	$	—	$	36,225	$	—
Indemnification asset recognized in business combination	—		—		—		—
Change in fair value of indemnification asset recognized in earnings	—		—		4,654		—
Indemnification recognized	—		—		(35,633)		—
Ending balance	$	5,246	$	—	$	5,246	$	—

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, 2021 and December 31, 2020.


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
June 30, 2021	Level 1		Level 2		Level 3
Collateral dependent loans
Commercial real estate	$	—	$	—	$	7,462	$	7,462
Construction, land development, land	—		—		747		747
1-4 family residential	—		—		39		39
Commercial	—		—		3,131		3,131
Factored receivables	—		—		30,090		30,090
Consumer	—		—		26		26
Other real estate owned (1)
Commercial real estate	—		—		67		67
1-4 family residential	—		—		70		70
Construction	—		—		221		221
	$	—	$	—	$	41,853	$	41,853

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
December 31, 2020	Level 1		Level 2		Level 3
Collateral dependent loans
Commercial real estate	$	—	$	—	$	5,107	$	5,107
Construction, land development, land	—		—		824		824
1-4 family residential	—		—		—		—
Commercial	—		—		2,355		2,355
Factored receivables	—		—		41,065		41,065
Consumer	—		—		3		3
PCI
Other real estate owned (1)
Commercial real estate	—		—		273		273
1-4 family residential	—		—		114		114
Farmland	—		—		209		209
	$	—	$	—	$	49,950	$	49,950

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

Collateral Dependent Loans Specific Allocation of ACL: A loan is considered to be a collateral dependent loan when, based on current information and events, the Company expects repayment of the financial assets to be provided substantially through the operation or sale of the collateral and the Company has determined that the borrower is experiencing financial difficulty as of the measurement date. The ACL 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 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 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.

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 ACL. 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.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 2021 and December 31, 2020 were as follows:


(Dollars in thousands)	Carrying Amount		Fair Value Measurements Using						Total Fair Value
June 30, 2021			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	444,439	$	444,439	$	—	$	—	$	444,439
Securities - held to maturity	5,658		—		—		5,622		5,622
Loans not previously presented, gross	4,789,720		174,987		—		4,632,473		4,807,460
FHLB and other restricted stock	8,096		N/A		N/A		N/A		N/A
Accrued interest receivable	17,514		17,514		—		—		17,514

Financial liabilities:
Deposits	4,725,450		—		4,726,832		—		4,726,832
Customer repurchase agreements	9,243		—		9,243		—		9,243
Federal Home Loan Bank advances	130,000		—		130,000		—		130,000
Paycheck Protection Program Liquidity Facility	139,673		—		139,673		—		139,673
Subordinated notes	87,620		—		90,752		—		90,752
Junior subordinated debentures	40,333		—		40,934		—		40,934
Accrued interest payable	2,223		2,223		—		—		2,223


(Dollars in thousands)	Carrying Amount		Fair Value Measurements Using						Total Fair Value
December 31, 2020			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	314,393	$	314,393	$	—	$	—	$	314,393
Securities - held to maturity	5,919		—		—		5,850		5,850
Loans not previously presented, gross	4,953,399		195,739		—		4,783,143		4,978,882
FHLB and other restricted stock	6,751		N/A		N/A		N/A		N/A
Accrued interest receivable	19,435		19,435		—		—		19,435

Financial liabilities:
Deposits	4,716,600		—		4,719,625		—		4,719,625
Customer repurchase agreements	3,099		—		3,099		—		3,099
Federal Home Loan Bank advances	105,000		—		105,000		—		105,000
Paycheck Protection Program Liquidity Facility	191,860		—		191,860		—		191,860
Subordinated notes	87,509		—		89,413		—		89,413
Junior subordinated debentures	40,072		—		40,379		—		40,379
Accrued interest payable	4,270		4,270		—		—		4,270

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.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 2021 and December 31, 2020, the Company and TBK Bank meet all capital adequacy requirements to which they are subject.

As of June 30, 2021 and December 31, 2020, 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, 2021 that management believes have changed TBK Bank’s category.

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


(Dollars in thousands)	Actual			Minimum for Capital Adequacy Purposes			To Be Well Capitalized Under Prompt Corrective Action Provisions
June 30, 2021	Amount		Ratio	Amount		Ratio	Amount		Ratio
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	676,963	12.6%	$	429,818	8.0%	N/A		N/A
TBK Bank, SSB	$	621,589	11.8%	$	421,416	8.0%	$	526,770	10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	552,960	10.3%	$	322,113	6.0%	N/A		N/A
TBK Bank, SSB	$	586,413	11.1%	$	316,980	6.0%	$	422,640	8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	467,627	8.7%	$	241,876	4.5%	N/A		N/A
TBK Bank, SSB	$	586,413	11.1%	$	237,735	4.5%	$	343,395	6.5%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	552,960	9.7%	$	228,025	4.0%	N/A		N/A
TBK Bank, SSB	$	586,413	10.4%	$	225,543	4.0%	$	281,929	5.0%
As of December 31, 2020
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	715,142	13.0%	$	440,087	8.0%	N/A		N/A
TBK Bank, SSB	$	653,359	12.1%	$	431,973	8.0%	$	539,966	10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	581,580	10.6%	$	329,196	6.0%	N/A		N/A
TBK Bank, SSB	$	608,737	11.3%	$	323,223	6.0%	$	430,964	8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	496,508	9.0%	$	248,254	4.5%	N/A		N/A
TBK Bank, SSB	$	608,737	11.3%	$	242,417	4.5%	$	350,158	6.5%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	581,580	10.8%	$	215,400	4.0%	N/A		N/A
TBK Bank, SSB	$	608,737	11.3%	$	215,482	4.0%	$	269,353	5.0%

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, the Company has elected the option to delay the estimated impact on regulatory capital of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13 as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 (collectively the “transition adjustments”) will be delayed for two years. After two years, the cumulative amount of the transition adjustments will become fixed and will be phased out of the regulatory capital calculations evenly over a three year period, with 75% recognized in year three, 50% recognized in year four, and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed.

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.

The capital conservation buffer set forth by the Basel III regulatory capital framework was 2.5% at June 30, 2021 and December 31, 2020. 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, 2021 and December 31, 2020, 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.

Preferred Stock Series C


(Dollars in thousands, except per share amounts)	June 30, 2021			December 31, 2020
Shares authorized	51,750			51,750
Shares issued	45,000			45,000
Shares outstanding	45,000			45,000
Par value per share	$	0.01		$	0.01
Liquidation preference per share	$	1,000		$	1,000
Liquidation preference amount	$	45,000		$	45,000
Dividend rate	7.125		%	7.125		%
Dividend payment dates	Quarterly			Quarterly

Common Stock


	June 30, 2021		December 31, 2020
Shares authorized	50,000,000		50,000,000
Shares issued	28,209,760		27,951,721
Treasury shares	(3,100,057)		(3,083,503)
Shares outstanding	25,109,703		24,868,218
Par value per share	$	0.01	$	0.01

Preferred Stock Offering

On June 19, 2020, the Company issued 45,000 shares of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share through an underwritten public offering of 1,800,000 depositary shares, each representing a 1/40th ownership interest in a share of the Series C Preferred Stock. Total gross proceeds from the preferred stock offering were $45,000,000. Net proceeds after underwriting discounts and offering expenses were $42,364,000. The net proceeds will be used for general corporate purposes.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Series C Preferred Stock holders are entitled to quarterly cash dividends accruing at the rate per annum of 7.125% beginning September 30, 2020, applied to the liquidation preference value of the stock. Any dividends not paid shall not accumulate but will be waived and not payable by the Company. Payments of dividends are subject to declaration by the board of the Company. The Series C Preferred Stock is not redeemable by the holder and is senior to the Company’s common stock. The Series C Preferred stock may be redeemed in whole or in part by the Company at liquidation value (i) on any dividend payment date on or after June 30, 2025 or (ii) within 90 days following a regulatory capital treatment event (as defined in the Statement of Designation), subject to regulatory approval.

Stock Repurchase Programs

During the three months ended March 31, 2020, the Company repurchased 871,319 shares into treasury stock under the Company’s stock repurchase program at an average price of $40.81, for a total of $35,600,000, effectively completing the $50,000,000 stock repurchase program authorized by the Company’s board of directors on October 16, 2019. No shares were repurchased during the six months ended June 30, 2021 under a stock repurchase program.

NOTE 13 – STOCK BASED COMPENSATION

Stock based compensation expense that has been charged against income was $3,386,000 and $966,000 for the three months ended June 30, 2021 and 2020, respectively, and $4,736,000 and $2,134,000 for the six months ended June 30, 2021 and 2020, 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 2,450,000 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, 2021 were as follows:


Nonvested RSAs	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2021	205,536	29.17
Granted	228,900	87.81
Vested	(69,926)	31.45
Forfeited	(2,385)	30.14
Nonvested at June 30, 2021	362,125	65.75

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, 2021, there was $19,299,000 of unrecognized compensation cost related to the nonvested RSAs. The cost is expected to be recognized over a remaining period of 3.55 years.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 2021 were as follows:


Nonvested RSUs	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2021	89,713	33.34
Granted	17,757	84.47
Vested	—	—
Forfeited	—	—
Nonvested at June 30, 2021	107,470	41.79

RSUs granted to employees under the Omnibus Incentive Plan typically vest after four to 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, 2021, there was $2,798,000 of unrecognized compensation cost related to the nonvested RSUs. The cost is expected to be recognized over a remaining period of 2.89 years.

Market Based Performance Stock Units

A summary of changes in the Company’s nonvested Market Based Performance Stock Units (“Market Based PSUs”) under the Omnibus Incentive Plan for the six months ended June 30, 2021 were as follows:


Nonvested Market Based PSUs	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at Nonvested at January 1, 2021	85,611	$	35.65
Granted	13,520	98.03
Vested	—	—
Forfeited	—	—
Nonvested at June 30, 2021	99,131	$	44.16

Market Based 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 Market Based 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 Market Based 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 Market Based 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 dates.

The fair value of the Market Based PSUs granted was determined using the following weighted-average assumptions:


	Six Months Ended June 30,
	2021			2020
Grant date	May 1, 2021			May 1, 2020
Performance period	3.00 years			3.00 years
Stock price	$	88.63		$	26.25
Triumph stock price volatility	51.71		%	43.02		%
Risk-free rate	0.35		%	0.25		%

As of June 30, 2021, there was $2,480,000 of unrecognized compensation cost related to the nonvested Market Based PSUs. The cost is expected to be recognized over a remaining period of 2.29 years.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Performance Based Performance Stock Units

A summary of changes in the Company’s nonvested Performance Based Performance Stock Units (“Performance Based PSUs”) under the Omnibus Incentive Plan for the six months ended June 30, 2021 were as follows:


Nonvested Performance Based PSUs	Shares	Weighted Average Grant Date Fair Value
Nonvested at January 1, 2021	256,625	$	37.56
Granted	9,000	88.63
Vested	—	—
Forfeited	—	—
Nonvested at June 30, 2021	265,625	$	39.29

Performance Based PSUs granted to employees under the Omnibus Incentive Plan vest after three years. The number of shares issued upon vesting will range from 0% to 200% of the shares granted based on the Company’s cumulative diluted earnings per share over the performance period. Compensation expense for the Performance Based PSUs will be estimated each period based on the fair value of the stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the vesting period of the awards. As of June 30, 2021, the maximum unrecognized compensation cost related to the nonvested Performance Based PSUs was $20,871,000, and the remaining performance period over which the cost could be recognized was 1.50 years. No compensation cost was recorded during the three and six months ended June 30, 2021 and 2020.

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, 2021 were as follows:


Stock Options	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at January 1, 2021	227,986	$	25.16
Granted	16,939	88.63
Exercised	(46,132)	24.47
Forfeited or expired	—	—
Outstanding at June 30, 2021	198,793	$	30.99	6.65	$	8,843

Fully vested shares and shares expected to vest at June 30, 2021	198,793	$	30.99	6.65	$	8,843

Shares exercisable at June 30, 2021	136,032	$	24.02	5.75	$	6,833

Information related to the stock options for the six months ended June 30, 2021 and 2020 was as follows:


	Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2021		2020
Aggregate intrinsic value of options exercised	$	2,249	$	—
Cash received from option exercises	146		—
Tax benefit realized from option exercises	472		—
Weighted average fair value per share of options granted	$	35.37	$	8.85

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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,
	2021		2020
Risk-free interest rate	1.16	%	0.46	%
Expected term	6.25 years		6.25 years
Expected stock price volatility	39.26	%	33.83	%
Dividend yield	—		—

As of June 30, 2021, there was $681,000 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 2.85 years.

Employee Stock Purchase Plan

On April 1, 2019, the Company’s Board of Directors adopted the Triumph Bancorp, Inc. 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 commenced on February 1, 2021 and as of June 30, 2021, no shares had yet been issued under the plan.

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)	2021		2020		2021		2020
Basic
Net income to common stockholders	$	27,180	$	13,440	$	60,302	$	8,990
Weighted average common shares outstanding	24,724,128		23,987,049		24,699,754		24,150,689
Basic earnings per common share	$	1.10	$	0.56	$	2.44	$	0.37
Diluted
Net income to common stockholders	$	27,180	$	13,440	$	60,302	$	8,990
Weighted average common shares outstanding	24,724,128		23,987,049		24,699,754		24,150,689
Dilutive effects of:
Assumed exercises of stock options	134,358		38,627		133,219		55,753
Restricted stock awards	139,345		37,751		156,029		66,364
Restricted stock units	73,155		4,689		70,236		13,255
Performance stock units - market based	134,313		6,326		131,240		8,446
Performance stock units - performance based	—		—		—		—
Employee stock purchase program	3,708		—		2,563		—
Average shares and dilutive potential common shares	25,209,007		24,074,442		25,193,041		24,294,507
Diluted earnings per common share	$	1.08	$	0.56	$	2.39	$	0.37

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TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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,
	2021	2020	2021	2020
Stock options	16,939	148,528	16,939	98,956
Restricted stock awards	—	109,834	209,040	—
Restricted stock units	—	38,801	17,757	—
Performance stock units - market based	13,520	76,461	13,520	76,461
Performance stock units - performance based	265,625	262,625	265,625	262,625
Employee stock purchase program	—	—	—	—

NOTE 15 – BUSINESS SEGMENT INFORMATION

The following table presents the Company’s operating segments. The accounting policy for reportable segments is previously disclosed in Note 1. Transactions between segments consist primarily of borrowed funds. Intersegment interest expense is allocated to the Factoring and Payments segments based on Federal Home Loan Bank advance rates. Credit loss expense is allocated based on the segment’s allowance for credit losses determination. Noninterest income and expense directly attributable to a segment are assigned to it. Taxes are paid on a consolidated basis and are not allocated for segment purposes. The Factoring segment includes only factoring originated by TBC.


(Dollars in thousands)
Three months ended June 30, 2021	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	47,356	$	44,653	$	2,675	$	4	$	94,688
Intersegment interest allocations	2,723		(2,584)		(139)		—		—
Total interest expense	2,610		—		—		1,796		4,406
Net interest income (expense)	47,469		42,069		2,536		(1,792)		90,282
Credit loss expense (benefit)	(4,335)		2,444		218		(133)		(1,806)
Net interest income after credit loss expense	51,804		39,625		2,318		(1,659)		92,088
Noninterest income	10,018		2,742		1,083		53		13,896
Noninterest expense	41,860		17,174		10,842		922		70,798
Operating income (loss)	$	19,962	$	25,193	$	(7,441)	$	(2,528)	$	35,186


(Dollars in thousands)
Three months ended June 30, 2020	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	53,311	$	20,387	$	692	$	8	$	74,398
Intersegment interest allocations	2,575		(2,487)		(88)		—		—
Total interest expense	8,272		—		—		1,875		10,147
Net interest income (expense)	47,614		17,900		604		(1,867)		64,251
Credit loss expense	11,916		(160)		124		1,729		13,609
Net interest income after credit loss expense	35,698		18,060		480		(3,596)		50,642
Gain on sale of subsidiary or division	9,758		—		—		—		9,758
Other noninterest income	8,804		1,072		12		383		10,271
Noninterest expense	36,467		11,967		3,315		977		52,726
Operating income (loss)	$	17,793	$	7,165	$	(2,823)	$	(4,190)	$	17,945

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TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)
Six months ended June 30, 2021	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	97,912	$	80,477	$	4,644	$	8	$	183,041
Intersegment interest allocations	5,665		(5,359)		(306)		—		—
Total interest expense	6,152		—		—		3,587		9,739
Net interest income (expense)	97,425		75,118		4,338		(3,579)		173,302
Credit loss expense	(16,788)		6,927		510		(300)		(9,651)
Net interest income after credit loss expense	114,213		68,191		3,828		(3,279)		182,953
Other noninterest income	17,768		9,153		1,156		110		28,187
Noninterest expense	81,314		33,327		14,977		2,072		131,690
Operating income (loss)	$	50,667	$	44,017	$	(9,993)	$	(5,241)	$	79,450


(Dollars in thousands)
Six months ended June 30, 2020	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	104,591	$	43,884	$	1,079	$	258	$	149,812
Intersegment interest allocations	5,679		(5,561)		(118)		—		—
Total interest expense	19,192		—		—		3,869		23,061
Net interest income (expense)	91,078		38,323		961		(3,611)		126,751
Credit loss expense (benefit)	30,630		1,384		165		1,728		33,907
Net interest income after credit loss expense	60,448		36,939		796		(5,339)		92,844
Gain on sale of subsidiary or division	9,758		—		—		—		9,758
Other noninterest income	15,069		2,368		27		284		17,748
Noninterest expense	75,658		24,030		5,759		2,032		107,479
Operating income (loss)	$	9,617	$	15,277	$	(4,936)	$	(7,087)	$	12,871

Total assets and gross loans below include intersegment loans, which eliminate in consolidation.


(Dollars in thousands)
June 30, 2021	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,712,986	$	1,357,395	$	219,918	$	930,446	$	(2,204,868)	$	6,015,877
Gross loans	$	4,498,536	$	1,284,314	$	113,985	$	700	$	(1,066,320)	$	4,831,215


(Dollars in thousands)
December 31, 2020	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,791,537	$	1,121,704	$	115,836	$	861,967	$	(1,955,253)	$	5,935,791
Gross loans	$	4,788,093	$	1,036,548	$	84,222	$	800	$	(912,887)	$	4,996,776

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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, 2020. 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. As of June 30, 2021, we had consolidated total assets of $6.016 billion, total loans held for investment of $4.831 billion, total deposits of $4.725 billion and total stockholders’ equity of $792.4 million.

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. Traditional banking offerings include a full suite of lending and deposit products and services. These activities are focused on our local market areas and some products are offered on a nationwide basis. They 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 asset-based lending and equipment lending products offered on a nationwide basis. Our national lending product lines include mortgage warehouse and liquid credit offered on a nationwide basis and provide further asset base diversification and stable deposits.

Year to date, our aggregate outstanding balances for these banking products has decreased $443.1 million, or 11.4%, to $3.433 billion as of June 30, 2021. The following table sets forth our banking loans:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Banking
Commercial real estate	$	701,576	$	779,158
Construction, land development, land	185,444		219,647
1-4 family residential	135,288		157,147
Farmland	91,122		103,685
Commercial - General	290,562		340,850
Commercial - Paycheck Protection Program	135,307		189,857
Commercial - Agriculture	76,346		94,572
Commercial - Equipment	604,396		573,163
Commercial - Asset-based lending	181,394		180,488
Commercial - Liquid Credit	165,578		184,027
Consumer	12,389		15,838
Mortgage Warehouse	853,514		1,037,574
Total banking loans	$	3,432,916	$	3,876,006

Our Banking products and services share basic processes and have similar economic characteristics. 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. Our payments business, TriumphPay, is a division of TBK Bank and also operates in a highly specialized niche with unique processes and key performance indicators.

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We have determined our reportable segments are Banking, Factoring, Payments and Corporate. For the six months ended June 30, 2021, our Banking segment generated 55% of our total revenue (comprised of interest and noninterest income), our Factoring segment generated 42% of our total revenue, our Payments segment generated 3% of our total revenue, and our Corporate segment generated less than 1% of our total revenue.

Second Quarter 2021 Overview

Net income available to common stockholders for the three months ended June 30, 2021 was $27.2 million, or $1.08 per diluted share, compared to net income to common stockholders for the three months ended June 30, 2020 of $13.4 million, or $0.56 per diluted share. Excluding material gains and expenses related to merger and acquisition related activities, including divestitures, adjusted net income to common stockholders was $29.5 million, or $1.17 per diluted share, for the three months ended June 30, 2021 and $6.1 million, or $0.25 per diluted share, for the three months ended June 30, 2020. For the three months ended June 30, 2021, our return on average common equity was 14.70% and our return on average assets was 1.84%.

Net income available to common stockholders for the six months ended June 30, 2021 was $60.3 million, or $2.39 per diluted share, compared to net income available to common stockholders for the six months ended June 30, 2020 of $9.0 million, or $0.37 per diluted share. Excluding material gains and expenses related to merger and acquisition related activities, including divestitures, adjusted net income to common stockholders was $62.6 million, or $2.48 per diluted share, for the six months ended June 30, 2021 and $1.7 million, or $0.07 per diluted share, for the six months ended June 30, 2020. For the six months ended June 30, 2021, our return on average common equity was 16.85% and our return on average assets was 2.06%.

At June 30, 2021, we had total assets of $6.016 billion, including gross loans of $4.831 billion, compared to $5.936 billion of total assets and $4.997 billion of gross loans at December 31, 2020. Total loans decreased $165.6 million during the six months ended June 30, 2021. Our Banking loans, which constitute 71% of our total loan portfolio at June 30, 2021, decreased from $3.876 billion in aggregate as of December 31, 2020 to $3.433 billion as of June 30, 2021, a decrease of 11.4%. Our Factoring factored receivables, which constitute 27% of our total loan portfolio at June 30, 2021, increased from $1.037 billion in aggregate as of December 31, 2020 to $1.284 billion as of June 30, 2021, an increase of 23.9%. Our Payments factored receivables, which constitute 2.0% of our total loan portfolio at June 30, 2021, increased from $84.2 million in aggregate as of December 31, 2020 to $114.0 million as of June 30, 2021, an increase of 35.4%.

At June 30, 2021, we had total liabilities of $5.223 billion, including total deposits of $4.725 billion, compared to $5.209 billion of total liabilities and $4.717 billion of total deposits at December 31, 2020. Deposits increased $8.9 million during the six months ended June 30, 2021.

At June 30, 2021, we had total stockholders' equity of $792.4 million. During the six months ended June 30, 2021, total stockholders’ equity increased $65.6 million, primarily due to our net income during the period. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of 10.33% and 12.65%, respectively, at June 30, 2021.

2021 Items of Note

HubTran, Inc.

On June 1, 2021, we, through TriumphPay, a division of our wholly-owned subsidiary TBK Bank, SSB, entered into a definitive agreement to acquire HubTran, Inc., a cloud-based provider of automation software for the trucking industry's back-office, for $97 million in cash subject to customary purchase price adjustments.

The acquisition of HubTran allows us to create a payments network that will allow freight brokers and factors to lower costs, remove inefficiencies, reduce fraud and add value for their stakeholders. TriumphPay already offered tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Through the acquisition of HubTran, TriumphPay created additional value through the enhancement of its presentment, audit, and payment capabilities for shippers, third party logistics companies (i.e., freight brokers) and their carriers, and factors. The acquisition of HubTran was a meaningful inflection point in the operations of TriumphPay as the TriumphPay strategy has shifted from a capital-intensive on-balance sheet product with a focus on interest income to a payments network for the trucking industry with a focus on fee revenue. HubTran brings integrations and in-process integrations with over 220 freight brokers and more than 50 factors.

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

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Misdirected Payments

As of June 30, 2021 we carry a separate $19.4 million receivable (the “Misdirected Payments”) payable by the United States Postal Service (“USPS”) arising from accounts factored to the largest over-formula advance carrier. This amount is separate from the acquired Over-Formula Advances described in the 2020 Items of Note section below. The amounts represented by this receivable were paid by the USPS directly to such customer in contravention of notices of assignment delivered to, and previously honored by, the USPS, which amount was then not remitted back to us by such customer as required. The USPS disputes their obligation to make such payment, citing purported deficiencies in the notices delivered to them. In addition to commencing litigation against such customer, we have also filed a declaratory judgment action in United States Federal District Court for the Southern District of Florida seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to us. Based on our legal analysis and discussions with our counsel advising us on this matter, we believe it is probable that we will prevail in such action and that the USPS will have the capacity to make payment on such receivable. Consequently, we have not reserved for such balance as of June 30, 2021. The full amount of such receivable is reflected in non-performing and past due factored receivables as of June 30, 2021 in accordance with our policy. As of June 30, 2021, the entire $19.4 million Misdirected Payments amount was greater than 90 days past due.

2020 Items of Note

Transport Financial Solutions

On July 8, 2020, we, through our wholly-owned subsidiary Advance Business Capital LLC (“ABC”), acquired the transportation factoring assets (the “TFS Acquisition”) of Transport Financial Solutions (“TFS”), a wholly owned subsidiary of Covenant Logistics Group, Inc. ("CVLG"), in exchange for cash consideration of $108.4 million, 630,268 shares of the Company’s common stock valued at approximately $13.9 million, and contingent consideration of up to approximately $9.9 million to be paid in cash following the twelve-month period ending July 31, 2021.

Subsequent to the closing of the TFS Acquisition, the Company identified that approximately $62.2 million of the assets acquired at closing were advances against future payments to be made to three large clients (and their affiliated entities) of TFS pursuant to long-term contractual arrangements between the obligor on such contracts and such clients (and their affiliated entities) for services that had not yet been performed.

On September 23, 2020, the Company and ABC entered into an Account Management Agreement, Amendment to Purchase Agreement and Mutual Release (the “Agreement”) with CVLG and Covenant Transport Solutions, LLC a wholly owned subsidiary of CVLG (“CTS” and, together with CVLG, "Covenant"). Pursuant to the Agreement, the parties agreed to certain amendments to that certain Accounts Receivable Purchase Agreement (the “ARPA”), dated as of July 8, 2020, by and among ABC, as buyer, CTS, as seller, and the Company, as buyer indirect parent. Such amendments include:

•Return of the portion of the purchase price paid under the ARPA consisting of 630,268 shares of Company common stock, which will be accomplished through the sale of such shares by CVLG pursuant to the terms of the Agreement and the surrender of the cash proceeds of such sale (net of brokerage or underwriting fees and commissions) to the Company;

•Elimination of the earn-out consideration potentially payable to CTS under the ARPA; and

•Modification of the indemnity provisions under the ARPA to eliminate the existing indemnifications for breaches of representations and warranties and to replace such with a newly established indemnification by Covenant in the event ABC incurs losses related to the $62.2 million in over-formula advances made to specified clients identified in the Agreement (the “Over-Formula Advance Portfolio”). Under the terms of the new indemnification arrangement, Covenant will be responsible for and will indemnify ABC for 100% of the first $30 million of any losses incurred by ABC related to the Over-Formula Advance Portfolio, and for 50% of the next $30 million of any losses incurred by ABC, for total indemnification by Covenant of $45 million.

Covenant’s indemnification obligations under the Agreement are secured by a pledge of equipment collateral by Covenant with an estimated net orderly liquidation value of $60 million (the “Equipment Collateral”). The Company’s wholly-owned bank subsidiary, TBK Bank, SSB, has provided Covenant with a $45 million line of credit, also secured by the Equipment Collateral, the proceeds of which may be drawn to satisfy Covenant’s indemnification obligations under the Agreement.

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Pursuant to the Agreement, the Company and Covenant have provided mutual releases to each other related to any and all claims related to the transactions contemplated by the ARPA or the Over-Formula Advance Portfolio. Also in connection the Agreement, Covenant agreed to dismiss, with prejudice, the declaratory judgment action filed in the 95th Judicial District Court of Dallas County, Texas (removed to the United States District Court, Northern District of Texas), related to the ARPA and the transactions contemplated.

Further discussion regarding activity related to the TFS Acquisition can be found below.

Triumph Premium Finance

On April 20, 2020, we entered into an agreement to sell the assets (the “Disposal Group”) of Triumph Premium Finance (“TPF”) and exit our premium finance line of business. The decision to sell TPF was made during the three months ended March 31, 2020, and at March 31, 2020, the carrying amount of the Disposal Group was transferred to assets held for sale. The transaction closed on June 30, 2020, and the assets of the Disposal Group, consisting primarily of $84.5 million of premium finance loans, was sold for a gain on sale of $9.8 million.

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.

Preferred Stock Offering

On June 19, 2020, we issued 45,000 shares of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share through an underwritten public offering of 1,800,000 depositary shares, each representing a 1/40th ownership interest in a share of the Series C Preferred Stock. Total gross proceeds from the preferred stock offering were $45.0 million. Net proceeds after underwriting discounts and offering expenses were $42.4 million. The net proceeds will be used for general corporate purposes.

Stock Repurchase Program

During the three months ended March 31, 2020, we repurchased 871,319 shares into treasury stock under our stock repurchase program at an average price of $40.81, for a total of $35.6 million, effectively completing the $50.0 million stock repurchase program authorized by our board of directors on October 16, 2019. There were no shares repurchased during the remainder of fiscal year 2020.

Recent Developments: COVID-19 and the Legislative Action

Significant progress has been made to combat the outbreak of COVID-19; however, the global pandemic has adversely impacted a broad range of industries in which the Company’s customers operate and could still impair their ability to fulfill their financial obligations to the Company. While employee availability has had no material impact on operations to date, a resurgence of COVID-19 has the potential to create widespread business continuity issues for the Company.

Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. The Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law at the end of March 2020 as a $2 trillion legislative package. The goal of the CARES Act was to curb the economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors through programs like the Paycheck Protection Program ("PPP") and Main Street Lending Program (“MSLP”). During December 2020, many provisions of the CARES Act were extended through the end of 2021. In addition to the general impact of COVID-19, certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts have had a material impact on the Company’s 2020 and 2021 operations and could continue to impact operations going forward.

The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. While it appears that epidemiological and macroeconomic conditions are trending in a positive direction as of June 30, 2021, if there is a resurgence in the virus, the Company could experience further adverse effects on its business, financial condition, results of operations and cash flows. While it is not possible to know the full universe or extent that the impact of COVID-19, and any potential resulting measures to curtail its spread, will have on the Company’s future operations, the Company is disclosing potentially material items of which it is aware.

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Financial position and results of operations

Pertaining to our June 30, 2021 financial condition and results of operations, improving conditions around COVID-19 had a material impact on our allowance for credit losses (“ACL”). We have not yet experienced material charge-offs related to COVID-19 and our ACL calculation and resulting provision for credit losses are significantly impacted by changes in forecasted economic conditions. Given that forecasted economic scenarios have brightened significantly since December 31, 2020, our required ACL decreased during the six months ended June 30, 2021. Refer to our discussion of the ACL in Note 1 and Note 4 of our unaudited financial statements as well as further discussion later on in MD&A. Should economic conditions worsen as a result of a resurgence in the virus and resulting measures to curtail its spread, we could experience increases in our required ACL and record additional credit loss expense. The execution of the payment deferral program discussed in the following commentary assisted our ratio of past due loans to total loans as well other asset quality ratios at June 30, 2021. It is possible that our asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged.

The Company’s interest income could be reduced due to COVID-19. In keeping with guidance from regulators, the Company continues to work with COVID-19 affected borrowers to defer their payments, interest, and fees. While interest and fees continue to accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, the related loans would be placed on nonaccrual status and interest income and fees accrued would be reversed. In such a scenario, interest income in future periods could be negatively impacted. As of June 30, 2021, the Company carried $0.2 million of accrued interest income and fees on outstanding deferrals made to COVID-19 affected borrowers. This is down from $0.7 million of accrued interest income and fees on outstanding deferrals at December 31, 2020. At this time, the Company is unable to project the materiality of such an impact on future deferrals to COVID-19 affected borrowers, but recognizes the breadth of the economic impact may affect its borrowers’ ability to repay in future periods.

Capital and liquidity

As of June 30, 2021, all of our capital ratios, and our subsidiary bank’s capital ratios, were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand a double-dip economic recession brought about by a resurgence in COVID-19, our reported and regulatory capital ratios could be adversely impacted by further credit loss expense. We rely on cash on hand as well as dividends from our subsidiary bank to service our debt. If our capital deteriorates such that our subsidiary bank is unable to pay dividends to us for an extended period of time, we may not be able to service our debt.

We maintain access to multiple sources of liquidity. Wholesale funding markets have remained open to us, but rates for short term funding can be volatile. If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.

Asset valuation

COVID-19 has not affected our ability to account timely for the assets on our balance sheet; however, this could change in future periods. While certain valuation assumptions and judgments have changed to account for pandemic-related circumstances such as widening credit spreads, we do not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP. As of June 30, 2021, our goodwill was not impaired and we did not have any impairment with respect to our intangible assets, premises and equipment or other long-lived assets.

Our processes, controls and business continuity plan

The Company’s preparedness efforts, coupled with quick and decisive plan implementation, has resulted in minimal impacts to operations as a result of COVID-19. At June 30, 2021, many of our employees continue to work remotely with no disruption to our operations. We have not incurred additional material cost related to our remote working strategy to date, nor do we anticipate incurring material cost in future periods.

As of June 30, 2021, we don’t anticipate significant challenges to our ability to maintain our systems and controls in light of the measures we have taken to prevent the spread of COVID-19. The Company does not currently face any material resource constraint through the implementation of our business continuity plans.

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Lending operations and accommodations to borrowers

In keeping with regulatory guidance to work with borrowers during this unprecedented situation and as outlined in the CARES Act, the Company is executing a payment deferral program for its clients that are adversely affected by the pandemic. Depending on the demonstrated need of the client, the Company is deferring either the full loan payment or the principal component of the loan payment for a stated period of time. As of June 30, 2021, the Company’s balance sheet reflected 10 of these deferrals on outstanding loan balances of $53.7 million. In accordance with the CARES Act and March 2020 interagency guidance, these short term deferrals are not considered troubled debt restructurings. It is possible that these deferrals could be extended further under the CARES Act; however, the volume of these future potential extensions is unknown. It is also possible that in spite of our best efforts to assist our borrowers and achieve full collection of our investment, these deferred loans could result in future charge-offs with additional credit loss expense charged to earnings; however, the amount of any future charge-offs on deferred loans is unknown. At June 30, 2021, 98% of the $53.7 million COVID deferral balance was made up of three relationships.

With the passage of the PPP, administered by the Small Business Administration (“SBA”), the Company has actively participated in assisting its customers with applications for resources through the program. PPP loans generally have a two-year or five-year term and earn interest at 1%. The Company believes that these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of June 30, 2021, the Company carried 1,390 PPP loans representing a book value of $135.3 million. The Company recognized $2.9 million in fees from the SBA on PPP loans during the six months ended June 30, 2021 and carries $5.2 million of deferred fees on PPP loans at quarter end. The remaining fees will be amortized and recognized over the life of the associated loans. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Company could be required to establish an allowance for credit loss through additional credit loss expense charged to earnings.

Credit

While all industries have and will continue to experience adverse impacts as a result of COVID-19 virus, we had exposures (on balance sheet loans and commitments to lend) in the following loan categories considered to be “at-risk” of significant impact as of June 30, 2021. The exposures reported below exclude fully guaranteed PPP loans.

Retail Lending:

The Company’s exposure to retail at June 30, 2021 equated to approximately $160.8 million, or 3.3% of total loans, summarized as follows:

•30% new and used vehicle lending; mostly dealer floorplan

•26% retail real estate

•19% grocery stores, pet stores, pharmacies, gas stations and convenience stores

•7% factoring

•18% other types of retail lending

At June 30, 2021 there were no retail loans in deferral through our CARES Act deferral program.

Office Lending:

The Company’s exposure to office lending at June 30, 2021 equated to approximately $187.6 million, or 3.9% of total loans, summarized as follows:

•84% non-owner occupied facilities.

•15% owner occupied facilities

•1% construction development lending

At June 30, 2021 there were no office lending loans in deferral through our CARES Act deferral program.

Hospitality Lending:

The Company’s exposure to hospitality at June 30, 2021 equated to approximately $119.8 million, or 2.5% of total loans. These were mostly smaller loans purchased through our bank acquisitions and secured by hotels. At June 30, 2021 there were $18.7 million of hospitality loans in deferral through our CARES Act deferral program.

Restaurants:

The Company’s exposure to restaurants at June 30, 2021 equated to approximately $32.4 million, or less than 1% of total loans. At June 30, 2021 there were no restaurant loans in deferral through our CARES Act deferral program.

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Health Care and Senior Care Lending:

The Company’s exposure to health care and senior care at June 30, 2021 equated to $44.5 million, or less than 1% of total loans. At June 30, 2021 there were no health care and senior care loans in deferral through our CARES Act deferral program.

We continue to work with customers directly affected by COVID-19. We are prepared to offer assistance in accordance with regulator guidelines. As a result of the current economic environment caused by the COVID-19 virus, we continue to engage in communication with borrowers to better understand their situation and the challenges faced, allowing us to respond proactively as needs and issues arise.

Trucking transportation

The second quarter of 2021 featured freight demand and tonnage increases that have not been seen in several years. Consequently, rates remained at record highs. Imports through ocean ports and from Mexico were significant. Both carriers and freight brokers have experienced increased revenue and higher profit levels. Increased spot rates held up across all transportation modes including trucking and as a result, the number of new trucking authorities was high with new entrants coming into the industry.

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Financial Highlights


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2021			2020			2021			2020
Income Statement Data:
Interest income	$	94,688		$	74,398		$	183,041		$	149,812
Interest expense	4,406			10,147			9,739			23,061
Net interest income	90,282			64,251			173,302			126,751
Credit loss expense (benefit)	(1,806)			13,609			(9,651)			33,907
Net interest income after credit loss expense (benefit)	92,088			50,642			182,953			92,844
Gain on sale of subsidiary or division	—			9,758			—			9,758
Other noninterest income	13,896			10,271			28,187			17,748
Noninterest income	13,896			20,029			28,187			27,506
Noninterest expense	70,798			52,726			131,690			107,479
Net income (loss) before income taxes	35,186			17,945			79,450			12,871
Income tax expense (benefit)	7,204			4,505			17,545			3,881
Net income (loss)	$	27,982		$	13,440		$	61,905		$	8,990
Dividends on preferred stock	(802)			—			(1,603)			—
Net income available (loss) to common stockholders	$	27,180		$	13,440		$	60,302		$	8,990

Per Share Data:
Basic earnings (loss) per common share	$	1.10		$	0.56		$	2.44		$	0.37
Diluted earnings (loss) per common share	$	1.08		$	0.56		$	2.39		$	0.37
Weighted average shares outstanding - basic	24,724,128			23,987,049			24,699,754			24,150,689
Weighted average shares outstanding - diluted	25,209,007			24,074,442			25,193,041			24,294,507

Adjusted Per Share Data(1):
Adjusted diluted earnings per common share	$	1.17		$	0.25		$	2.48		$	0.07
Adjusted weighted average shares outstanding - diluted	25,209,007			24,074,442			25,193			24,295

Performance ratios - Annualized:
Return on average assets	1.84		%	0.99		%	2.06		%	0.35		%
Return on average total equity	14.27		%	8.86		%	16.28		%	2.92		%
Return on average common equity	14.70		%	8.94		%	16.85		%	2.94		%
Return on average tangible common equity (1)	20.92		%	12.96		%	23.52		%	4.23		%
Yield on loans(2)	7.77		%	6.52		%	7.51		%	6.85		%
Cost of interest bearing deposits	0.31		%	1.08		%	0.36		%	1.21		%
Cost of total deposits	0.20		%	0.79		%	0.24		%	0.92		%
Cost of total funds	0.34		%	0.85		%	0.38		%	1.03		%
Net interest margin(2)	6.47		%	5.11		%	6.27		%	5.36		%
Efficiency ratio	67.96		%	62.56		%	65.36		%	69.68		%
Adjusted efficiency ratio (1)	65.09		%	70.75		%	63.87		%	74.38		%
Net noninterest expense to average assets	3.75		%	2.40		%	3.45		%	3.09		%
Adjusted net noninterest expense to average assets (1)	3.55		%	3.11		%	3.35		%	3.47		%

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(Dollars in thousands, except per share amounts)	June 30, 2021			December 31, 2020
Balance Sheet Data:
Total assets	$	6,015,877		$	5,935,791
Cash and cash equivalents	444,439			314,393
Investment securities	205,139			236,055
Loans held for investment, net	4,785,521			4,901,037
Total liabilities	5,223,489			5,209,010
Noninterest bearing deposits	1,803,552			1,352,785
Interest bearing deposits	2,921,898			3,363,815
FHLB advances	130,000			105,000
Paycheck Protection Program Liquidity Facility	139,673			191,860
Subordinated notes	87,620			87,509
Junior subordinated debentures	40,333			40,072
Total stockholders’ equity	792,388			726,781
Preferred stockholders' equity	45,000			45,000
Common stockholders' equity	747,388			681,781

Per Share Data:
Book value per share	$	29.76		$	27.42
Tangible book value per share (1)	$	18.35		$	19.78
Shares outstanding end of period	25,109,703			24,868,218

Asset Quality ratios(3):
Past due to total loans	2.28		%	3.22		%
Nonperforming loans to total loans	1.06		%	1.16		%
Nonperforming assets to total assets	0.97		%	1.15		%
ACL to nonperforming loans	88.92		%	164.98		%
ACL to total loans	0.95		%	1.92		%
Net charge-offs to average loans(4)	0.86		%	0.10		%

Capital ratios:
Tier 1 capital to average assets	9.73		%	10.80		%
Tier 1 capital to risk-weighted assets	10.33		%	10.60		%
Common equity Tier 1 capital to risk-weighted assets	8.74		%	9.05		%
Total capital to risk-weighted assets	12.65		%	13.03		%
Total stockholders' equity to total assets	13.17		%	12.24		%
Tangible common stockholders' equity ratio (1)	8.04		%	8.56		%

(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.

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•“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.

•"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.

(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)	2021		2020		2021		2020
Loan discount accretion	$	2,161	$	2,139	$	5,662	$	4,273

(3)Asset quality ratios exclude loans held for sale, except for non-performing assets to total assets.

(4)Net charge-offs to average loans ratios are for the six months ended June 30, 2021 and the year ended December 31, 2020.

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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)	2021			2020			2021			2020
Net income available to common stockholders	$	27,180		$	13,440		$	60,302		$	8,990
Transaction costs	2,992			—			2,992			—
Gain on sale of subsidiary or division	—			(9,758)			—			(9,758)
Tax effect of adjustments	(715)			2,451			(715)			2,451
Adjusted net income available to common stockholders	$	29,457		$	6,133		$	62,579		$	1,683
Weighted average shares outstanding - diluted	25,209,007			24,074,442			25,193,041			24,294,507
Adjusted diluted earnings per common share	$	1.17		$	0.25		$	2.48		$	0.07

Average total stockholders' equity	$	786,404		$	610,258		$	766,736		$	618,808
Average preferred stock liquidation preference	(45,000)			(5,934)			(45,000)			(2,967)
Average total common stockholders' equity	741,404			604,324			721,736			615,841
Average goodwill and other intangibles	220,310			187,255			204,732			188,307
Average tangible common equity	$	521,094		$	417,069		$	517,004		$	427,534

Net income available to common stockholders	$	27,180		$	13,440		$	60,302		$	8,990
Average tangible common equity	521,094			417,069			517,004			427,534
Return on average tangible common equity	20.92		%	12.96		%	23.52		%	4.23		%

Adjusted efficiency ratio:
Net interest income	$	90,282		$	64,251		$	173,302		$	126,751
Noninterest income	13,896			20,029			28,187			27,506
Operating revenue	104,178			84,280			201,489			154,257
Gain on sale of subsidiary or division	—			(9,758)			—			(9,758)
Adjusted operating revenue	$	104,178		$	74,522		$	201,489		$	144,499
Total noninterest expense	$	70,798		$	52,726		$	131,690		$	107,479
Transaction costs	(2,992)			—			(2,992)			—
Adjusted noninterest expense	$	67,806		$	52,726		$	128,698		$	107,479
Adjusted efficiency ratio	65.09		%	70.75		%	63.87		%	74.38		%

Adjusted net noninterest expense to average assets ratio:
Total noninterest expense	$	70,798		$	52,726		$	131,690		$	107,479
Transaction costs	(2,992)			—			(2,992)			—
Adjusted noninterest expense	67,806			52,726			128,698			107,479
Total noninterest income	13,896			20,029			28,187			27,506
Gain on sale of subsidiary or division	—			(9,758)			—			(9,758)
Adjusted noninterest income	13,896			10,271			28,187			17,748
Adjusted net noninterest expenses	$	53,910		$	42,455		$	100,511		$	89,731
Average total assets	6,093,805			5,487,072			6,053,826			5,196,815
Adjusted net noninterest expense to average assets ratio	3.55		%	3.11		%	3.35		%	3.47		%

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(Dollars in thousands, except per share amounts)	June 30, 2021			December 31, 2020
Total stockholders' equity	$	792,388		$	726,781
Preferred stock	(45,000)			(45,000)
Total common stockholders' equity	747,388			681,781
Goodwill and other intangibles	(286,567)			(189,922)
Tangible common stockholders' equity	$	460,821		$	491,859
Common shares outstanding	25,109,703			24,868,218
Tangible book value per share	$	18.35		$	19.78

Total assets at end of period	$	6,015,877		$	5,935,791
Goodwill and other intangibles	(286,567)			(189,922)
Tangible assets at period end	$	5,729,310		$	5,745,869
Tangible common stockholders' equity ratio	8.04		%	8.56		%

Results of Operations

Three months ended June 30, 2021 compared with three months ended June 30, 2020.

Net Income

We earned net income of $28.0 million for the three months ended June 30, 2021 compared to net income of $13.4 million for the three months ended June 30, 2020, an increase of $14.6 million.

The results for the three months ended June 30, 2021 were impacted by $3.0 million of transaction costs associated with the HubTran acquisition reported as noninterest expense. The results for the three months ended June 30, 2020 were impacted by the gain on sale of TPF of $9.8 million reported as noninterest income. Excluding the transaction costs and gain on sale, net of taxes, we earned adjusted net income to common stock holders of $29.5 million for the three months ended June 30, 2021 compared to $6.1 million for the three months ended June 30, 2020, an increase of $23.4 million. The adjusted increase was primarily the result of a $26.0 million increase in net interest income, a $15.4 million decrease in credit loss expense, and a $3.7 million increase in adjusted noninterest income offset by a $15.1 million increase in adjusted noninterest expense, a $5.8 million increase in adjusted income tax expense, and a $0.8 million increase in dividends on preferred stock.

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.”

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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,
	2021				2020
(Dollars in thousands)	Average Balance	Interest	Average Rate(4)		Average Balance	Interest	Average Rate(4)
Interest earning assets:
Cash and cash equivalents	572,485	158	0.11	%	262,615	79	0.12	%
Taxable securities	165,786	967	2.34	%	303,519	2,400	3.18	%
Tax-exempt securities	33,451	220	2.64	%	43,796	276	2.53	%
FHLB and other restricted stock	9,518	27	1.14	%	36,375	148	1.64	%
Loans (1)	4,814,050	93,316	7.77	%	4,409,675	71,495	6.52	%
Total interest earning assets	5,595,290	94,688	6.79	%	5,055,980	74,398	5.92	%
Noninterest earning assets:
Cash and cash equivalents	78,132				58,993
Other noninterest earning assets	420,383				372,099
Total assets	6,093,805				5,487,072
Interest bearing liabilities:
Deposits:
Interest bearing demand	757,529	469	0.25	%	630,023	287	0.18	%
Individual retirement accounts	88,142	143	0.65	%	100,211	359	1.44	%
Money market	398,290	216	0.22	%	398,276	363	0.37	%
Savings	468,517	178	0.15	%	382,521	144	0.15	%
Certificates of deposit	664,478	1,157	0.70	%	1,008,644	5,055	2.02	%
Brokered time deposits	138,102	51	0.15	%	301,262	1,374	1.83	%
Other brokered deposits	685,397	256	0.15	%	4,670	2	0.17	%
Total interest bearing deposits	3,200,455	2,470	0.31	%	2,825,607	7,584	1.08	%
Federal Home Loan Bank advances	39,341	22	0.22	%	678,225	572	0.34	%
Subordinated notes	87,590	1,350	6.18	%	87,368	1,321	6.08	%
Junior subordinated debentures	40,251	446	4.44	%	39,745	554	5.61	%
Other borrowings	138,649	118	0.34	%	137,045	116	0.34	%
Total interest bearing liabilities	3,506,286	4,406	0.50	%	3,767,990	10,147	1.08	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits	1,749,858				1,038,979
Other liabilities	51,257				69,845
Total equity	786,404				610,258
Total liabilities and equity	6,093,805				5,487,072
Net interest income		90,282				64,251
Interest spread (2)			6.29	%			4.84	%
Net interest margin (3)			6.47	%			5.11	%

(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.

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The following table presents loan yields earned on our loan portfolios:


	Three Months Ended June 30,
(Dollars in thousands)	2021			2020
Average Banking loans	$	3,516,747		$	3,846,994
Average Factoring receivables	1,195,209			534,943
Average Payments receivables	102,094			27,738
Average total loans	$	4,814,050		$	4,409,675
Banking yield	5.25		%	5.27		%
Factoring yield	14.99		%	15.34		%
Payments Yield	10.51		%	10.03		%
Total loan yield	7.77		%	6.52		%

We earned net interest income of $90.3 million for the three months ended June 30, 2021 compared to $64.3 million for the three months ended June 30, 2020, an increase of $26.0 million, or 40.4%, primarily driven by the following factors.

Interest income increased $20.3 million, or 27.3%, reflecting an increase in average interest earning assets of $0.539 billion, or 10.7%, and an increase in average total loans of $0.404 billion, or 9.2%. The average balance of our higher yielding Factoring factored receivables increased $0.660 billion, or 123.4%, driving the majority of the increase in interest income along with a slight increase in average Payments factored receivables. This was partially offset by a decrease in average Banking loans of $0.330 billion, or 8.6%. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product. The average mortgage warehouse lending balance was $789.0 million for the three months ended June 30, 2021 compared to $716.3 million for the three months ended June 30, 2020. Further, included in our Banking loans were PPP loans with a carrying amounts of $135.3 million and $219.1 million at June 30, 2021 and June 30, 2020, respectively. PPP loans carry a coupon rate of 1% which has a meaningful downward impact on our loan yield. A component of interest income consists of discount accretion on acquired loan portfolios and acquired liquid credit. We recognized discount accretion on purchased loans of $2.2 million and $2.1 million for the three months ended June 30, 2021 and 2020, respectively.

Interest expense decreased $5.7 million, or 56.6%, consistent with a decrease in average interest-bearing liabilities; however, average total interest bearing deposits increased $374.8 million, or 13.3%. Average noninterest bearing demand deposits grew $710.9 million. The decrease in interest expense was the result of lower average rates discussed below.

Net interest margin increased to 6.47% for the three months ended June 30, 2021 from 5.11% for the three months ended June 30, 2020, an increase of 136 basis points or 26.6%.

The increase in our net interest margin was impacted by an increase in our yield on interest earning assets of 87 basis points to 6.79% for the three months ended June 30, 2021. This increase was primarily driven by higher yields on loans which increased 125 basis points to 7.77% for the same period. While Factoring yield decreased slightly period over period, its average factored receivables as a percentage of the total loan portfolio increased significantly having a meaningful upward impact on total loan yield. Our transportation factoring balances, which generally generate a higher yield than our non-transportation factoring balances, increased as a percentage of the overall factoring portfolio to 91% at June 30, 2021 compared to 85% at June 30, 2020. Banking and Payments yields were relatively flat period over period and non-loan yields had little impact on our yield on interest earning assets.

The increase in our net interest margin was also impacted by a decrease in our average cost of interest bearing liabilities of 58 basis points. This decrease in average cost was caused by lower interest rates paid on our interest-bearing liabilities driven by changes in interest rates in the macro economy.

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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:


	Three Months Ended
	June 30, 2021 vs. 2020
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate		Volume		Net Increase
Interest earning assets:
Cash and cash equivalents	$	(7)	$	86	$	79
Taxable securities	(630)		(803)		(1,433)
Tax-exempt securities	12		(68)		(56)
FHLB and other restricted stock	(45)		(76)		(121)
Loans	13,983		7,838		21,821
Total interest income	13,313		6,977		20,290
Interest bearing liabilities:
Interest bearing demand	103		79		182
Individual retirement accounts	(196)		(20)		(216)
Money market	(147)		—		(147)
Savings	1		33		34
Certificates of deposit	(3,299)		(599)		(3,898)
Brokered time deposits	(1,263)		(60)		(1,323)
Other brokered deposits	—		254		254
Total interest bearing deposits	(4,801)		(313)		(5,114)
Federal Home Loan Bank advances	(193)		(357)		(550)
Subordinated notes	26		3		29
Junior subordinated debentures	(114)		6		(108)
Other borrowings	1		1		2
Total interest expense	(5,081)		(660)		(5,741)
Change in net interest income	$	18,394	$	7,637	$	26,031

Credit Loss Expense

Credit loss expense is the amount of expense that, based on our judgment, is required to maintain the allowances for credit losses (“ACL”) at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1 of the Company’s 2020 Form 10-K for detailed discussion regarding ACL methodologies for available for sale debt securities, held to maturity securities and loans held for investment.

The following table presents the major categories of credit loss expense:


	Three Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Change		% Change
Credit loss expense (benefit) on loans	$	(1,967)	$	10,969	$	(12,936)	(117.9)	%
Credit loss expense (benefit) on off balance sheet credit exposures	293		911		(618)		(67.8)	%
Credit loss expense (benefit) on held to maturity securities	(132)		1,729		(1,861)		(107.6)	%
Credit loss expense on available for sale securities	—		—		—		—
Total credit loss expense (benefit)	$	(1,806)	$	13,609	$	(15,415)	(113.3)	%

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For available for sale debt securities in an unrealized loss position, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense. At June 30, 2021 and March 31, 2021, the Company determined that all impaired available for sale securities experienced a decline in fair value below the amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the three months ended June 30, 2021. The same was true for the same period in the prior year.

The ACL on held to maturity ("HTM") securities is estimated at each measurement date on a collective basis by major security type. At June 30, 2021 and March 31, 2020, the Company’s held to maturity securities consisted of three investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At June 30, 2021 and March 31, 2021, the Company carried $7.4 million and $7.7 million of these HTM securities at amortized cost, respectively. The ACL on these balances was $1.7 million at June 30, 2021 and $1.9 million at March 31, 2021 and we recognized a benefit to credit loss expense of $0.1 million for the three months ended June 30, 2021. None of the overcollateralization triggers tied to the CLO securities were tripped as of June 30, 2021. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call.

At March 31, 2020, and June 30, 2020, the Company carried $8.3 million and $8.1 million of these HTM securities at amortized cost, respectively. The ACL on these balances was $0.1 million at March 31, 2020. During the three months ended June 30, 2020, pandemic-related downgrades and default activity caused overcollateralization triggers to be tripped on two of the three CLO investments which had a material impact on expected cash flows used to calculate the ACL. The ACL on these balances was $1.9 million at June 30, 2020 resulting in $1.7 million of credit loss expense recognized during the three months ended June 30, 2020.

Our ACL on loans was $45.7 million as of June 30, 2021, compared to $95.7 million as of December 31, 2020, representing an ACL to total loans ratio of 0.95% and 1.92% respectively.

Our credit loss expense on loans decreased $12.9 million, or 117.9%, for the three months ended June 30, 2021 compared to the three months ended June 30, 2020.

The decreased credit loss expense was primarily the result of projected improvement of the loss drivers that the Company forecasted over the reasonable and supportable forecast period to calculate expected losses at June 30, 2021 which resulted in a benefit to credit loss expense of $1.8 million for the three months ended June 30, 2021. During the three months ended June 30, 2020 the Company forecasted deterioration in the loss factors driven by the projected economic impact of COVID-19 which resulted in credit loss expense of $12.2 million. See further discussion in the allowance for credit loss section below.

The decrease in credit loss expense was further driven by net new specific reserves on non-PCD assets. We recorded net new specific reserves of $0.7 million during the three months ended June 30, 2021 compared to net new specific reserves of $1.8 million during the three months ended June 30, 2020. Net charge-offs were $0.4 million for the three months ended June 30, 2021 and approximately $0.5 million of the $0.7 million of gross charge-offs had been reserved in a prior period. Net charge-offs were $1.1 million for the three months ended June 30, 2020 and approximately $0.1 million of that balance had been reserved in a prior period.

Changes in loan volume and mix partially offset the decrease in credit loss expense period over period. Changes in volume and mix resulted in a benefit to credit loss expense of $0.7 million during the three months ended June 30, 2021 compared to a benefit of $4.0 million during the three months ended June 30, 2020.

The Over-Formula Advances classified as factored receivables and deemed to be purchased credit deteriorated ("PCD") from Covenant did not have an impact on credit loss expense during the three months ended June 30, 2021. During the period, there were no material changes in the underlying credit quality of the remaining two Over-Formula Advance clients. As such, there were no charge-offs related to these balances and no adjustments were made to the corresponding ACL balances that would impact credit loss expense. At quarter end, our entire remaining over formula advance position was down from $62.1 million at December 31, 2020 to $10.1 million at June 30, 2021 and that $10.1 million balance at June 30, 2021 was fully reserved.

Credit loss expense for off balance sheet credit exposures decreased $0.6 million, primarily due to the changes in the assumptions used to project the loss rates previously discussed as well as decreased outstanding commitments to fund period over period.

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Noninterest Income

The following table presents our major categories of noninterest income:


	Three Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Change		% Change
Service charges on deposits	$	1,857	$	573	$	1,284	224.1	%
Card income	2,225		1,941		284		14.6	%
Net OREO gains (losses) and valuation adjustments	(287)		(101)		(186)		(184.2)	%
Net gains (losses) on sale or call of securities	1		63		(62)		(98.4)	%
Fee income	4,470		1,304		3,166		242.8	%
Insurance commissions	1,272		864		408		47.2	%
Gain on sale of subsidiary or division	—		9,758		(9,758)		(100.0)	%
Other	4,358		5,627		(1,269)		(22.6)	%
Total noninterest income	$	13,896	$	20,029	$	(6,133)	(30.6)	%

Noninterest income decreased $6.1 million, or 30.6%. Noninterest income for the three months ended June 30, 2020 was impacted by the realization of the $9.8 million gain associated with the sale of TPF in the second quarter of 2020. Excluding the gain on sale of TPF, we earned adjusted noninterest income of $10.2 million for the three months ended June 30, 2020, resulting in an adjusted increase in noninterest income of $3.7 million, or 36.3%, period over period. Changes in selected components of noninterest income in the above table are discussed below.

•Service charges on deposits. Service charges on deposits increased $1.3 million. In keeping with guidance from regulators, we actively worked with COVID-19 affected customers during the second quarter of 2020 to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, account maintenance fees, etc. These reductions in fees were temporary and expired on June 1, 2020.

•Fee income. Fee income increased $3.2 million due to a combined $1.2 million of early termination fees charged to two customers during the three months ended June 30, 2021. We also recognized $1.0 million in Payments fees related to one month of acquired HubTran operations during the same period. There were no other significant changes within the components of fee income.

•Insurance commissions. Insurance commissions increased $0.4 million due to higher policy volumes processed by Triumph Insurance Group.

•Other. Other noninterest income decreased $1.3 million primarily due to the recognition of $1.9 million of loan syndication fees related to the syndication and placement of one large relationship that closed during the three months ended June 30, 2020. This revenue was recognized at the time of closing as all required services had been completed and did not repeat during the three months ended June 30, 2021. The decrease in other noninterest income was also driven by a $1.3 million gain on sale of liquid credit and mortgage loans during the three months ended June 30, 2020 compared to a $1.0 million gain on sale of liquid credit and mortgage loans during the three months ended June 30, 2021. These decreases were partially offset by a $1.5 million recovery during the three months ended June 30, 2021 on an acquired loan that was charged off prior to our acquisition of the originating bank. There were no other significant changes within the components of other noninterest income.

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Noninterest Expense

The following table presents our major categories of noninterest expense:


	Three Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Change		% Change
Salaries and employee benefits	$	41,658	$	30,804	$	10,854	35.2	%
Occupancy, furniture and equipment	6,112		4,964		1,148		23.1	%
FDIC insurance and other regulatory assessments	500		495		5		1.0	%
Professional fees	5,052		1,651		3,401		206.0	%
Amortization of intangible assets	2,428		2,046		382		18.7	%
Advertising and promotion	1,241		1,151		90		7.8	%
Communications and technology	6,028		5,444		584		10.7	%
Travel and entertainment	960		196		764		389.8	%
Other	6,819		5,975		844		14.1	%
Total noninterest expense	$	70,798	$	52,726	$	18,072	34.3	%

Noninterest expense increased $18.1 million, or 34.3%. Noninterest expense for the three months ended June 30, 2021 was impacted by $3.0 million of transaction costs associated with the HubTran acquisition. Excluding the HubTran acquisition costs, we incurred adjusted noninterest expense of $67.8 million for the three months ended June 30, 2021, resulting in an adjusted increase in noninterest expense of $15.1 million, or 28.7%, 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 $10.9 million, or 35.2%, which is primarily due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense. The size of our workforce increased period over period in part due to the acquisition of HubTran as well as organic growth within the Company. Our average full-time equivalent employees were 1,190.5 and 1,131.0 for the three months ended June 30, 2021 and 2020, respectively. Given improved 2021 performance compared to 2020, our bonus expense increased $1.9 million period over period. Further, sales commissions, primarily related to our operations at Triumph Business Capital and TriumphPay, increased $1.7 million and compensation paid to temporary contract labor increased $0.8 million period over period. Additionally, stock based compensation expense increased $2.4 million period over period.

•Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses increased $1.1 million, or 23.1%, primarily due to growth in our operations period over period.

•Professional Fees. Professional fees increased $3.4 million, or 206.0%, primarily due to $3.0 million of transaction costs associated with the HubTran acquisition.

•Communication and Technology. Communication and technology increased $0.6 million, or 10.7%, primarily as a result as a result of increased spending on IT consulting to develop efficiency in our operations and improve the functionality of the TriumphPay platform period over period.

•Travel and Entertainment. Travel and entertainment expense increased $0.8 million, or 389.8%, primarily due the impact of the COVID-19 pandemic on such activities during the prior year.

•Other. Other noninterest expense includes loan-related expenses, software amortization, training and recruiting, postage, insurance, and subscription services. Other noninterest expense increased $0.8 million, or 14.1%. 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.

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Income tax expense increased $2.7 million, from $4.5 million for the three months ended June 30, 2020 to $7.2 million for the three months ended June 30, 2021. The effective tax rate was 20% for the three months ended June 30, 2021, compared to 25% for the three months ended June 30, 2020. The current period effective tax rate was impacted by restricted stock and stock option activity as well as amended return benefit.

Operating Segment Results

Our reportable segments are Banking, Factoring, Payments, 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 Factoring segment includes the operations of Triumph Business Capital with revenue derived from factoring services. The Payments segment includes the operations of the TBK Bank's TriumphPay division, which provides a presentment, audit, and payment solution to shipper, freight broker, and factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a carrier a QuickPay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering freight brokers the ability to settle their invoices with us on an extended term following our payment to their carriers as an additional liquidity option for such freight brokers.

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 substantially the same as those described in the “Summary of Significant Accounting Policies” in Note 1 of the Company’s 2020 Form 10-K. Transactions between segments consist primarily of borrowed funds. Intersegment interest expense is allocated to the Factoring and Payments segments based on Federal Home Loan Bank advance rates. Credit loss expense is allocated based on the segment’s ACL 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 Factoring segment includes only factoring originated by TBC.

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


(Dollars in thousands)
Three Months Ended June 30, 2021	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	47,356	$	44,653	$	2,675	$	4	$	94,688
Intersegment interest allocations	2,723		(2,584)		(139)		—		—
Total interest expense	2,610		—		—		1,796		4,406
Net interest income (expense)	47,469		42,069		2,536		(1,792)		90,282
Credit loss expense (benefit)	(4,335)		2,444		218		(133)		(1,806)
Net interest income after credit loss expense	51,804		39,625		2,318		(1,659)		92,088
Noninterest income	10,018		2,742		1,083		53		13,896
Noninterest expense	41,860		17,174		10,842		922		70,798
Operating income (loss)	$	19,962	$	25,193	$	(7,441)	$	(2,528)	$	35,186

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(Dollars in thousands)
Three Months Ended June 30, 2020	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	53,311	$	20,387	$	692	$	8	$	74,398
Intersegment interest allocations	2,575		(2,487)		(88)		—		—
Total interest expense	8,272		—		—		1,875		10,147
Net interest income (expense)	47,614		17,900		604		(1,867)		64,251
Credit loss expense (benefit)	11,916		(160)		124		1,729		13,609
Net interest income after credit loss expense	35,698		18,060		480		(3,596)		50,642
Gain on sale of subsidiary or division	9,758		—		—		—		9,758
Other noninterest income	8,804		1,072		12		383		10,271
Noninterest expense	36,467		11,967		3,315		977		52,726
Operating income (loss)	$	17,793	$	7,165	$	(2,823)	$	(4,190)	$	17,945


(Dollars in thousands)
June 30, 2021	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,712,986	$	1,357,395	$	219,918	$	930,446	$	(2,204,868)	$	6,015,877
Gross loans	$	4,498,536	$	1,284,314	$	113,985	$	700	$	(1,066,320)	$	4,831,215

(Dollars in thousands)
December 31, 2020	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,791,537	$	1,121,704	$	115,836	$	861,967	$	(1,955,253)	$	5,935,791
Gross loans	$	4,788,093	$	1,036,548	$	84,222	$	800	$	(912,887)	$	4,996,776

Banking


(Dollars in thousands)	Three Months Ended June 30,
Banking	2021		2020		$ Change		% Change
Total interest income	$	47,356	$	53,311	$	(5,955)	(11.2)	%
Intersegment interest allocations	2,723		2,575		148		5.7	%
Total interest expense	2,610		8,272		(5,662)		(68.4)	%
Net interest income (expense)	47,469		47,614		(145)		(0.3)	%
Credit loss expense (benefit)	(4,335)		11,916		(16,251)		(136.4)	%
Net interest income after credit loss expense	51,804		35,698		16,106		45.1	%
Gain on sale of subsidiary or division	—		9,758		(9,758)		(100.0)	%
Other noninterest income	10,018		8,804		1,214		13.8	%
Noninterest expense	41,860		36,467		5,393		14.8	%
Operating income (loss)	$	19,962	$	17,793	$	2,169	12.2	%

Our Banking segment’s operating income increased $2.2 million, or 12.2%. Our Banking segment’s operating income for the three months ended June 30, 2020 was impacted by the realization of the $9.8 million gain associated with the sale of TPF in the second quarter of 2020. Excluding the gain on sale of TPF, our Banking segment’s adjusted operating income was $8.0 million for the three months ended June 30, 2020, resulting in an adjusted increase in operating income of $12.0 million, or 150.0%, period over period.

Total interest income decreased $6.0 million, or 11.2%, at our Banking segment primarily as a result of decreases in the majority of the balances of our interest earning assets, primarily loans. Average loans in our Banking segment, excluding intersegment loans, decreased 8.6% from $3.847 billion for the three months ended June 30, 2020 to $3.517 billion for the three months ended June 30, 2021. The decrease in interest income was also driven by a slight decrease in yields on interest earning assets.

Interest expense decreased consistent with a decrease in average interest-bearing liabilities; however, average total interest bearing deposits increased period over period. This decrease was primarily caused by lower interest rates paid on our interest-bearing liabilities driven by changes in interest rates in the macro economy.

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Credit loss expense at our Banking segment is made up of credit loss expense related to loans and credit loss expense related to off balance sheet commitments to lend. Credit loss expense related to loans was a benefit to credit loss expense of $4.6 million for the three months ended June 30, 2021 compared to credit loss expense of $11.0 million for the three months ended June 30, 2020. The decreased credit loss expense was primarily the result of projected improvement of the loss drivers that the Company forecasted over the reasonable and supportable forecast period to calculate expected losses at our Banking segment as of June 30, 2021 which resulted in a benefit to credit loss expense of $1.7 million for the three months ended June 30, 2021. During the three months ended June 30, 2020 the Company forecasted deterioration in the loss factors driven by the projected economic impact of COVID-19 which resulted in credit loss expense of $12.2 million at our Banking segment. The decrease in credit loss expense was further driven by the impact of specific reserve releases on our Banking segment loans. These releases created a $0.8 million benefit to credit loss expense for the three months ended June 30, 2021 compared to $2.0 million of credit loss expense on net new specific reserves during the three months ended June 30, 2020. We experienced a net recovery at our Banking segment of $0.2 million during the three months ended June 30, 2021 compared to net charge-offs of $0.2 million during the same period a year ago. Changes in loan volume and mix at our Banking segment partially offset the decreased credit loss expense as these factors created a $1.9 million benefit to credit loss expense during the three months ended June 30, 2021 compared to a $3.5 million benefit during the same period of the prior year.

Credit loss expense for off balance sheet credit exposures decreased $0.6 million from $0.9 million for the three months ended June 30, 2020 to $0.3 million for the three months ended June 30, 2021. This is primarily due to the changes in the assumptions used to project the loss rates previously discussed as well as decreased outstanding commitments to fund period over period.

Noninterest income at our Banking segment increased due to a $1.3 million increase in service charges on deposits. In keeping with guidance from regulators, we actively worked with COVID-19 affected customers during the second quarter of 2020 to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, account maintenance fees, etc. These reductions in fees were temporary and expired on June 1, 2020. Additionally, insurance commissions at our Banking segment increased $0.4 million due to higher policy volumes processed by Triumph Insurance group. Further, the Banking segment recognized a $1.5 million recovery during the three months ended June 30, 2021 on an acquired loan that was charged off prior to our acquisition of the originating bank. These increases were offset by the recognition of $1.9 million of loan syndication fees related to the syndication and placement of one large relationship that closed during the three months ended June 30, 2020 and did not repeat during the three months ended June 30, 2021. There were no other significant changes within the components of other noninterest income.

Noninterest expense increased primarily due to an increase in salaries and employee benefits expense due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, stock based compensation and 401(k) expense. Remaining fluctuations in the individual components of noninterest expense at our Banking segment were insignificant period over period.

Factoring


(Dollars in thousands)	Three Months Ended June 30,
Factoring	2021		2020		$ Change		% Change
Total interest income	$	44,653	$	20,387	$	24,266	119.0	%
Intersegment interest allocations	(2,584)		(2,487)		(97)		(3.9)	%
Total interest expense	—		—		—		—
Net interest income (expense)	42,069		17,900		24,169		135.0	%
Credit loss expense (benefit)	2,444		(160)		2,604		1,627.5	%
Net interest income (expense) after credit loss expense	39,625		18,060		21,565		119.4	%
Noninterest income	2,742		1,072		1,670		155.8	%
Noninterest expense	17,174		11,967		5,207		43.5	%
Operating income (loss)	$	25,193	$	7,165	$	18,028	251.6	%

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	Three Months Ended June 30,
	2021			2020
Factored receivable period end balance	$	1,284,314,000		$	531,933,000
Yield on average receivable balance	14.99		%	15.34		%
Current quarter charge-off rate	0.04		%	0.16		%
Factored receivables - transportation concentration	91		%	85		%

Interest income, including fees	$	44,653,000		$	20,387,000
Non-interest income(1)	2,742,000			1,072,000
Factored receivable total revenue	47,395,000			21,459,000
Average net funds employed	1,072,405,000			477,112,000
Yield on average net funds employed	17.73		%	18.09		%

Accounts receivable purchased	$	3,068,262,000		$	1,238,465,000
Number of invoices purchased	1,401,695			812,902
Average invoice size	$	2,189		$	1,524
Average invoice size - transportation	$	2,090		$	1,378
Average invoice size - non-transportation	$	4,701		$	4,486

Our Factoring segment’s operating income increased $18.0 million, or 251.6%.

Our average invoice size increased 43.6% from $1,524 for the three months ended June 30, 2020 to $2,189 for the three months ended June 30, 2021, and the number of invoices purchased increased 72.4% period over period.

Overall average net funds employed (“NFE”) increased 124.8% during the three months ended June 30, 2021 compared to the same period in 2020. The increase in average NFE was the result of increased invoice purchase volume as well as increased average invoice size. Those, in turn, resulted from historically high freight volume in a reduced capacity market. See further discussion under the Recent Developments: COVID-19 and the CARES Act section. The increase in net interest income was partially offset by decreased purchase discount rates driven by greater focus on larger lower priced fleets and competitive pricing pressure; however, those negative factors were somewhat mitigated by increased concentration in transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances. This concentration was up 6% period over period from 85% at June 30, 2020 to 91% at June 30, 2021.

The increase in credit loss expense was primarily due net new specific reserves and changes in the volume of the underlying factored receivable portfolio. During the three months ended June 30, 2021, net new specific reserves at our Factoring segment increased $1.5 million compared to a release of specific reserves of $0.2 million during the same period a year ago. Growth in the underlying factored receivable portfolio at our Factoring segment resulted in $1.1 million of credit loss expense during the three months ended June 30, 2021. During the three months ended June 30, 2020, the factored receivable portfolio contracted resulting in a benefit to credit loss expense of $0.6 million. Net charge-offs at our Factoring segment were $0.5 million during the three months ended June 30, 2021 and the entire charge-off amount during that period was reserved in a prior period. This compares to net charge-offs of $0.8 million during the three months ended June 30, 2020 of which, $0.1 million were reserved in a prior period. Changes in loss assumptions did not have a meaningful impact on credit loss expense during the three months ended June 30, 2021 or 2020.

The increase in noninterest income at our Factoring segment was primarily driven by the aforementioned $1.2 million early termination fees recognized during the three months ended June 30, 2021. There were no other significant changes within the components of other noninterest income at our Factoring segment.

Noninterest expense increased primarily due to an increase in salaries and employee benefits expense due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, stock based compensation and 401(k) expense. Remaining fluctuations in the individual components of noninterest expense at our Factoring segment were insignificant period over period.

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Payments


(Dollars in thousands)	Three Months Ended June 30,
Payments	2021		2020		$ Change		% Change
Total interest income	$	2,675	$	692	$	1,983	286.6	%
Intersegment interest allocations	(139)		(88)		(51)		(58.0)	%
Total interest expense	—		—		—		—	%
Net interest income (expense)	2,536		604		1,932		319.9	%
Credit loss expense (benefit)	218		124		94		75.8	%
Net interest income after credit loss expense	2,318		480		1,838		382.9	%
Noninterest income	1,083		12		1,071		8925.0	%
Noninterest expense	10,842		3,315		7,527		227.1	%
Operating income (loss)	$	(7,441)	$	(2,823)	$	(4,618)	(163.6)	%


	Three Months Ended June 30,
	2021		2020
Factored receivable period end balance	$	113,985,000	$	29,643,000

Interest income	$	2,675,000	$	692,000
Noninterest income	1,083,000		12,000
Total revenue	$	3,758,000	$	704,000

Operating income (loss)	$	(7,441,000)	$	(2,823,000)
Interest expense	139,000		88,000
Depreciation and software amortization expense	68,000		63,000
Intangible amortization expense	497,000		—
Earnings (losses) before interest, taxes, depreciation, and amortization	$	(6,737,000)	$	(2,672,000)
Transaction costs	$	2,992,000	$	—
Adjusted earnings (losses) before interest, taxes, depreciation, and amortization(1)	$	(3,745,000)	$	(2,672,000)

Number of invoices processed	3,165,119		767,180
Amount of payments processed	$	3,426,808,000	$	667,354,000

(1)Adjusted earnings (losses) before interest, taxes, depreciation, and amortization excludes material gains and expenses related to merger and acquisition-related activities and is a non-GAAP financial measure used to provide meaningful supplemental information regarding the segment's operational performance and to enhance investors' overall understanding of such financial performance by removing the volatility associated with certain acquisition-related items that are unrelated to our core business.

Our Payments segment's operating loss increased $4.6 million, or 163.6%.

The number of invoices processed by our Payments segment increased 312.6% from 767,180 for the three months ended June 30, 2020 to 3,165,119 for the three months ended June 30, 2021, and the amount of payments processed increased 413.5% from $667.4 million for the three months ended June 30, 2020 to $3.427 billion for the three months ended June 30, 2021.

Interest income increased due to increased factoring activity at our Payments segment slightly offset by decreased yields period over period. Noninterest income increased almost entirely due to $1.0 million in Payments fees related to one month of acquired HubTran operations during the three months ended June 30, 2021.

Noninterest expense increased primarily due to $3.0 million of transaction costs related to the acquisition of HubTran and an increase in salaries and employee benefits expense driven by merit increases for existing employees, higher health insurance benefit costs, incentive compensation, stock based compensation and 401(k) expense. Remaining fluctuations in the individual components of noninterest expense at our Payments segment were insignificant period over period.

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The acquisition of HubTran during the three months ended June 30, 2021 allows TriumphPay to create a fully integrated payments network for trucking; servicing brokers and factors. TriumphPay already offered tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Through the acquisition of HubTran, TriumphPay created additional value through the enhancement of its presentment, audit, and payment capabilities for shippers, third party logistics companies (i.e., freight brokers) and their carriers, and factors. The acquisition of HubTran was a meaningful inflection point in the operations of TriumphPay as the TriumphPay strategy has shifted from a capital-intensive on-balance sheet product with a focus on interest income to an open-loop payments network for the trucking industry with a focus on fee revenue. It is for this reason that management believes that earnings before interest, taxes, depreciation, and amortization and the adjustment to that metric enhance investors' overall understanding of the financial performance of the Payments segment. Further, as a result of the HubTran acquisition, management recorded $27.3 million of intangible assets that will lead to meaningful amounts of amortization going forward.

Corporate


(Dollars in thousands)	Three Months Ended June 30,
Corporate	2021		2020		$ Change		% Change
Total interest income	$	4	$	8	$	(4)	(50.0)	%
Intersegment interest allocations	—		—		—		—
Total interest expense	1,796		1,875		(79)		(4.2)	%
Net interest income (expense)	(1,792)		(1,867)		75		4.0	%
Credit loss expense (benefit)	(133)		1,729		(1,862)		(107.7)	%
Net interest income (expense) after credit loss expense	(1,659)		(3,596)		1,937		53.9	%
Other noninterest income	53		383		(330)		(86.2)	%
Noninterest expense	922		977		(55)		(5.6)	%
Operating income (loss)	$	(2,528)	$	(4,190)	$	1,662	39.7	%

The Corporate segment reported an operating loss of $2.5 million for the three months ended June 30, 2021 compared to an operating loss of $4.2 million for the three months ended June 30, 2020. This was primarily due to decreased credit loss expense on our HTM CLOs previously discussed in the Credit Loss Expense section. There were no other significant fluctuations in accounts in our Corporate segment period over period.

Results of Operations

Six months ended June 30, 2021 compared with six months ended June 30, 2020

Net Income

We earned net income of $61.9 million for the six months ended June 30, 2021 compared to $9.0 million for the six months ended June 30, 2020, an increase of $52.9 million.

The results for the six months ended June 30, 2021 were impacted by $3.0 million of transaction costs associated with the HubTran acquisition reported as noninterest expense. The results for the six months ended June 30, 2020 were impacted by the gain on sale of TPF of $9.8 million reported as noninterest income. Excluding the transaction costs and gain on sale, net of taxes, we earned adjusted net income to common stock holders of $62.6 million for the six months ended June 30, 2021 compared to $1.7 million for the six months ended June 30, 2020, an increase of $60.9 million. The adjusted increase was primarily the result of a $46.6 million increase in net interest income, a $43.6 million decrease in credit loss expense, and a $10.5 million increase in adjusted noninterest income offset by a $21.2 million increase in adjusted noninterest expense, a $17.0 million increase in adjusted income tax expense, and a $1.6 million increase in dividends on preferred stock.

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

Net Interest Income

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	Six Months Ended June 30,
	2021						2020
(Dollars in thousands)	Average Balance		Interest		Average Rate(4)		Average Balance		Interest		Average Rate(4)
Interest earning assets:
Cash and cash equivalents	$	525,641	$	284	0.11	%	$	201,869	$	567	0.56	%
Taxable securities	177,531		2,395		2.72	%	266,257		4,355		3.27	%
Tax-exempt securities	34,081		442		2.62	%	34,860		428		2.47	%
FHLB and other restricted stock	8,163		103		2.54	%	28,736		352		2.46	%
Loans (1)	4,831,068		179,817		7.51	%	4,227,758		144,110		6.85	%
Total interest earning assets	5,576,484		183,041		6.62	%	4,759,480		149,812		6.33	%
Noninterest earning assets:
Cash and cash equivalents	84,491						59,988
Other noninterest earning assets	392,851						377,347
Total assets	$	6,053,826					$	5,196,815
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	729,798	$	853	0.24	%	$	608,347	$	631	0.21	%
Individual retirement accounts	89,600		329		0.74	%	101,781		761		1.50	%
Money market	398,153		445		0.23	%	420,046		1,393		0.67	%
Savings	457,481		345		0.15	%	373,204		267		0.14	%
Certificates of deposit	714,583		3,112		0.88	%	1,038,333		11,063		2.14	%
Brokered time deposits	152,910		230		0.30	%	323,054		3,144		1.96	%
Other brokered deposits	743,878		528		0.14	%	2,335		2		0.17	%
Total interest bearing deposits	3,286,403		5,842		0.36	%	2,867,100		17,261		1.21	%
Federal Home Loan Bank advances	37,597		45		0.24	%	518,755		1,815		0.70	%
Subordinated notes	87,561		2,699		6.22	%	87,345		2,668		6.14	%
Junior subordinated debentures	40,188		888		4.46	%	39,677		1,200		6.08	%
Other borrowings	155,184		265		0.34	%	69,878		117		0.34	%
Total interest bearing liabilities	3,606,933		9,739		0.54	%	3,582,755		23,061		1.29	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits	1,622,528						924,817
Other liabilities	57,629						70,435
Total equity	766,736						618,808
Total liabilities and equity	$	6,053,826					$	5,196,815
Net interest income			$	173,302					$	126,751
Interest spread (2)					6.08	%					5.04	%
Net interest margin (3)					6.27	%					5.36	%

(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.

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


	Six Months Ended June 30,
(Dollars in thousands)	2021			2020
Average Banking loans	$	3,619,252		$	3,638,461
Average Factoring receivables	1,122,492			569,393
Average Payments receivables	89,324			19,904
Average total loans	$	4,831,068		$	4,227,758
Banking yield	5.28		%	5.46		%
Factoring yield	14.46		%	15.65		%
Payments Yield	10.48		%	10.90		%
Total loan yield	7.51		%	6.85		%

We earned net interest income of $173.3 million for the six months ended June 30, 2021 compared to $126.8 million for the six months ended June 30, 2020, an increase of $46.5 million, or 36.7%, primarily driven by the following factors.

Interest income increased $33.2 million, or 22.2%, reflecting an increase in total average interest earning assets of $817.0 million, or 17.2%, and an increase in average total loans of $603.3 million, or 14.3%. The average balance of our higher yielding Factoring factored receivables increased $553.1 million, or 97.1%, driving the majority of the increase in interest income along with an increase in average Payments factored receivables. This was partially offset by a decrease in average Banking loans of $19.2 million, or 0.5%. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product. The average mortgage warehouse lending balance was $855.0 million for the six months ended June 30, 2021 compared to $614.9 million for the six months ended June 30, 2020. Further, included in our Banking loans were PPP loans with a carrying amounts of $135.3 million and $219.1 million at June 30, 2021 and June 30, 2020, respectively. PPP loans carry a coupon rate of 1% which has a meaningful downward impact on our loan yield. A component of interest income consists of discount accretion on acquired loan portfolios. We recognized discount accretion on purchased loans of $5.7 million and $4.3 million for the six months ended June 30, 2021 and 2020, respectively.

Interest expense decreased $13.3 million, or 57.8%, in spite of growth in average interest bearing liabilities. More specifically, average total interest bearing deposits increased $419.3 million, or 14.6%. The decrease in interest expense was the result of lower average rates discussed below.

Net interest margin increased to 6.27% for the six months ended June 30, 2021 from 5.36% for the six months ended June 30, 2020, an increase of 91 basis points, or 17.0%.

Our net interest margin was impacted by an increase in yield on our interest earning assets of 29 basis points to 6.62% for the six months ended June 30, 2021. This increase was primarily driven by higher yields on loans which increased 66 basis points to 7.51% for the same period. While Factoring yield decreased slightly period over period, its average factored receivables as a percentage of the total loan portfolio increased significantly having a meaningful upward impact on total loan yield. Our transportation factoring balances, which generate a higher yield than our non-transportation factoring balances, increased as a percentage of the overall factoring portfolio to 91% at June 30, 2021 compared to 85% at June 30, 2020. The increase in our total loan yield was partially offset by Banking and Payments yields which were down 18 and 42 basis points, respectively period over period. Yields on our non-loan interest earning assets generally decreased period over period as well.

The increase in our net interest margin was also impacted by a decrease in our average cost of interest bearing liabilities of 75 basis points. This decrease was caused by lower interest rates paid on our interest bearing liabilities driven by changes in interest rates in the macro economy.

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	Six Months Ended
	June 30, 2021 vs. 2020
	Increase (Decrease) Due to:				Net Increase
(Dollars in thousands)	Rate		Volume
Interest earning assets:
Cash and cash equivalents	$	(458)	$	175	$	(283)
Taxable securities	(763)		(1,197)		(1,960)
Tax-exempt securities	24		(10)		14
FHLB and other restricted stock	11		(260)		(249)
Loans	13,251		22,456		35,707
Total interest income	12,065		21,164		33,229
Interest bearing liabilities:
Interest bearing demand	80		142		222
Individual retirement accounts	(387)		(45)		(432)
Money market	(924)		(24)		(948)
Savings	14		64		78
Certificates of deposit	(6,541)		(1,410)		(7,951)
Brokered time deposits	(2,658)		(256)		(2,914)
Other brokered deposits	—		526		526
Total interest bearing deposits	(10,416)		(1,003)		(11,419)
Federal Home Loan Bank advances	(1,194)		(576)		(1,770)
Subordinated notes	24		7		31
Junior subordinated debentures	(323)		11		(312)
Other borrowings	2		146		148
Total interest expense	(11,907)		(1,415)		(13,322)
Change in net interest income	$	23,972	$	22,579	$	46,551

Credit Loss Expense

The following table presents the major categories of credit loss expense:


	Six Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Change		% Change
Credit loss expense on loans	$	(8,431)	$	28,330	$	(36,761)	(129.8)	%
Credit loss expense on off balance sheet credit exposures	(921)		3,848		(4,769)		(123.9)	%
Credit loss expense on held to maturity securities	(299)		1,729		(2,028)		(117.3)	%
Credit loss expense on available for sale securities	—		—		—		—
Total credit loss expense	$	(9,651)	$	33,907	$	(43,558)	(128.5)	%

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Upon and subsequent to adoption of ASC 326, for available for sale debt securities in an unrealized loss position, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense. At December 31, 2020 and June 30, 2021, the Company determined that all impaired available for sale securities experienced a decline in fair value below the amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the six months ended June 30, 2021. The same was true for the same period in the prior year.

Upon and subsequent to adoption of ASC 326, the ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type. At June 30, 2021 and December 31, 2020, the Company’s held to maturity securities consisted of three investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At June 30, 2021 and December 31, 2020, the Company carried $7.4 million and $7.9 million of these HTM securities at amortized cost, respectively. The ACL on these balances was $1.7 million at June 30, 2021 and $2.0 million at December 31, 2020 and we recognized a benefit to credit loss expense of $0.3 million during the six months ended June 30, 2021. None of the overcollateralization triggers tied to the CLO securities were tripped as of June 30, 2021. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call.

At January 1, 2020 and June 30, 2020, the Company carried $8.4 million and $8.1 million of these HTM securities at amortized cost, respectively. The ACL on these balances was $0.1 million at January 1, 2020. During the three months ended June 30, 2020, pandemic-related downgrades and default activity caused overcollateralization triggers to be tripped on two of the three CLO investments which had a material impact on expected cash flows used to calculate the ACL. The ACL on these balances was $1.9 million at June 30, 2020 resulting in $1.7 million of credit loss expense recognized during the six months ended June 30, 2020.

Our ACL on loans was $45.7 million as of June 30, 2021, compared to $95.7 million as of December 31, 2020, representing an ACL to total loans ratio of 0.95% and 1.92% respectively.

Our credit loss expense on loans decreased $36.8 million, or 129.8%, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

The Over-Formula Advances classified as factored receivables and deemed to be purchased credit deteriorated ("PCD") from Covenant had an impact on credit loss expense during the six months ended June 30, 2021. During that time, new adverse developments with the largest of the three Over-Formula Advance clients caused us to charge-off the entire Over-Formula Advance amount due from that client. This resulted in a net charge-off of $41.3 million; however, this net charge-off had no impact on credit loss expense for the six months ended June 30, 2021 as the entire amount had been reserved in a prior period. In accordance with the Agreement reached with Covenant, Covenant reimbursed us for $35.6 million of this charge-off by drawing on its secured line of credit. As of June 30, 2021 the balance of Covenant's credit facility was $8.6 million and is reflected on our Consolidated Balance Sheet as a performing equipment loan held for investment. Given separate developments with the other two Over-Formula Advance clients, we reserved an additional $2.9 million reflected in credit loss expense during the six months ended June 30, 2021. At quarter end, our entire remaining over formula advance position was down from $62.1 million at December 31, 2020 to $10.1 million at June 30, 2021 and that $10.1 million balance at June 30, 2021 was fully reserved. The $2.9 million increase in required ACL as well as accretion of most of the fair value discount on the indemnification asset held at December 31, 2020 resulted in a $4.7 million gain on the indemnification asset which was recorded through non-interest income during the six months ended June 30, 2021.

The decreased credit loss expense was primarily the result of projected improvement of the loss drivers that the Company forecasted over the reasonable and supportable forecast period to calculate expected losses at June 30, 2021 which resulted in a benefit to credit loss expense of $10.1 million for the six months ended June 30, 2021. During the six months ended June 30, 2020 the Company forecasted deterioration in the loss factors driven by the projected economic impact of COVID-19 which resulted in credit loss expense of $22.7 million. See further discussion in the allowance for credit loss section below.

The decrease in credit loss expense was further driven by changes in net new specific reserves. Including the aforementioned $2.9 million additional specific reserve on PCD assets, we recorded net new specific reserves of $2.5 million during the six months ended June 30, 2021 compared to net new specific reserves of $4.8 million during the six months ended June 30, 2020. Including the aforementioned PCD charge-off, net charge-offs were $41.6 million for the six months ended June 30, 2021 and approximately $41.9 million of the $42.6 million of gross charge-offs had been reserved in a prior period. Net charge-offs were $2.6 million for the six months ended June 30, 2020 and approximately $0.8 million of that balance had been reserved in a prior period.

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Changes in loan volume and mix partially offset the decrease in credit loss expense period over period. Changes in volume and mix resulted in a benefit to credit loss expense of $0.5 million during the six months ended June 30, 2021 compared to a benefit of $1.1 million during the six months ended June 30, 2020.

Credit loss expense for off balance sheet credit exposures decreased $4.8 million, primarily due to the changes in the assumptions used to project the loss rates previously discussed as well as decreased outstanding commitments to fund period over period.

Noninterest Income

The following table presents our major categories of noninterest income:


	Six Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Change		% Change
Service charges on deposits	$	3,644	$	2,161	$	1,483	68.6	%
Card income	4,197		3,741		456		12.2	%
Net OREO gains (losses) and valuation adjustments	(367)		(358)		(9)		(2.5	%)
Net gains (losses) on sale or call of securities	1		101		(100)		99.0	%
Fee income	6,719		2,990		3,729		124.7	%
Insurance commissions	2,758		1,915		843		44.0	%
Gain on sale of subsidiary or division	—		9,758		(9,758)		(100.0	%)
Other	11,235		7,198		4,037		56.1	%
Total noninterest income	$	28,187	$	27,506	$	681	2.5	%

Noninterest income increased $0.7 million, or 2.5%. Noninterest income for the six months ended June 30, 2020 was impacted by the realization of the $9.8 million gain associated with the sale of TPF in the second quarter of 2020. Excluding the gain on sale of TPF, we earned adjusted noninterest income of $17.7 million for the six months ended June 30, 2020, resulting in an adjusted increase in noninterest income of $10.5 million, or 59.3%, 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 $1.5 million, or 68.6%. In keeping with guidance from regulators, we actively worked with COVID-19 affected customers during the second quarter of 2020 to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, account maintenance fees, etc. These reductions in fees were temporary and expired on June 1, 2020.

•Card income. Card income increased $0.5 million, or 12.2% primarily due to increased debit card activity during the six months ended June 30, 2021.

•Fee income. Fee income increased $3.7 million, or 124.7% primarily due to $1.2 million of early termination fees charged to two customers during the six months ended June 30, 2021. We also recognized $1.0 million in Payments fees related to one month of acquired HubTran operations during the same period. There were no other significant changes within the components of fee income.

•Insurance commissions. Insurance commissions increased $0.8 million, or 44.0%,due to higher policy volumes processed by Triumph Insurance Group.

•Other. Other noninterest income increased $4.0 million, or 56.1% primarily due to a $4.7 million gain on the Company's indemnification asset during the six months ended June 30, 2021. We also recognized a $1.5 million recovery during the six months ended June 30, 2021 on an acquired loan that was charged off prior to our acquisition of the originating bank. Additionally, gain on sale of liquid credit and mortgage loans during the six months ended June 30, 2021 was $2.6 million compared to $2.1 million during the same period a year ago. These increases were partially offset by the recognition of $1.9 million of loan syndication fees related to the syndication and placement of one large relationship that closed during the six months ended June 30, 2020. This revenue was recognized at the time of closing as all required services had been completed and did not repeat during the three months ended June 30, 2021. There were no other significant items within the components of other noninterest income during the six months ended June 30, 2021.

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Noninterest Expense

The following table presents our major categories of noninterest expense:


	Six Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Change		% Change
Salaries and employee benefits	$	77,638	$	61,526	$	16,112	26.2	%
Occupancy, furniture and equipment	11,891		10,146		1,745		17.2	%
FDIC insurance and other regulatory assessments	1,477		810		667		82.3	%
Professional fees	7,597		3,758		3,839		102.2	%
Amortization of intangible assets	4,403		4,124		279		6.8	%
Advertising and promotion	2,131		2,443		(312)		(12.8	%)
Communications and technology	11,928		10,945		983		9.0	%
Travel and entertainment	1,373		1,190		183		15.4	%
Other	13,252		12,537		715		5.7	%
Total noninterest expense	$	131,690	$	107,479	$	24,211	22.5	%

Noninterest expense increased $24.2 million, or 22.5%. Noninterest expense for the six months ended June 30, 2021 was impacted by $3.0 million of transaction costs associated with the HubTran acquisition. Excluding the HubTran acquisition costs, we incurred adjusted noninterest expense of $128.7 million for the six months ended June 30, 2021, resulting in an adjusted increase in noninterest expense of $21.2 million, or 19.7%, 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 $16.1 million, or 26.2%, which is primarily due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense. The size of our workforce increased period over period in part due to the acquisition of HubTran as well as organic growth within the Company. Our average full-time equivalent employees were 1,164.9 and 1,123.2 for the six months ended June 30, 2021 and 2020, respectively. Given improved 2021 performance compared to 2020, our annual bonus accrual increased $3.7 million period over period. Further, sales commissions, primarily related to our operations at Triumph Business Capital and TriumphPay, increased $2.5 million and compensation paid to temporary contract labor increased $1.6 million period over period. Additionally, stock based compensation expense increased $2.6 million period over period.

•Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses increased $1.7 million, or 17.2%, primarily due to growth in our operations period over period.

•FDIC Insurance and Other Regulatory Assessments. FDIC insurance and other regulatory assessments increased $0.7 million, or 82.3%, primarily due to increased assessments period over period.

•Professional Fees. Professional fees increased $3.8 million, or 102.2%, primarily due to $3.0 million of transaction costs associated with the HubTran acquisition.

•Communications and Technology. Communications and technology expenses increased $1.0 million, or 9.0%, primarily as a result as a result of increased spending on IT consulting to develop efficiency in our operations and improve the functionality of the TriumphPay platform period over period.

•Other. Other noninterest expense increased $0.7 million or 5.7%. There were no significant increases or decreases in the individual components of other noninterest expense period over period.

Income Taxes

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Income tax expense increased $13.7 million, or 352.1%, from $3.9 million for the six months ended June 30, 2020 to $17.5 million for the six months ended June 30, 2021. The effective tax rate was 22% for the six months ended June 30, 2021 and 30% for the six months ended June 30, 2020. The decrease in the effective tax rate period over period is principally due to an adjustment to state taxes during the prior year.

Operating Segment Results

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


(Dollars in thousands)
Six Months Ended June 30, 2021	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	97,912	$	80,477	$	4,644	$	8	$	183,041
Intersegment interest allocations	5,665		(5,359)		(306)		—		—
Total interest expense	6,152		—		—		3,587		9,739
Net interest income (expense)	97,425		75,118		4,338		(3,579)		173,302
Credit loss expense (benefit)	(16,788)		6,927		510		(300)		(9,651)
Net interest income after credit loss expense	114,213		68,191		3,828		(3,279)		182,953
Noninterest income	17,768		9,153		1,156		110		28,187
Noninterest expense	81,314		33,327		14,977		2,072		131,690
Operating income (loss)	$	50,667	$	44,017	$	(9,993)	$	(5,241)	$	79,450


(Dollars in thousands)
Six Months Ended June 30, 2020	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	104,591	$	43,884	$	1,079	$	258	$	149,812
Intersegment interest allocations	5,679		(5,561)		(118)		—		—
Total interest expense	19,192		—		—		3,869		23,061
Net interest income (expense)	91,078		38,323		961		(3,611)		126,751
Credit loss expense (benefit)	30,630		1,384		165		1,728		33,907
Net interest income after credit loss expense	60,448		36,939		796		(5,339)		92,844
Gain on sale of subsidiary or division	9,758		—		—		—		9,758
Other noninterest income	15,069		2,368		27		284		17,748
Noninterest expense	75,658		24,030		5,759		2,032		107,479
Operating income (loss)	$	9,617	$	15,277	$	(4,936)	$	(7,087)	$	12,871

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(Dollars in thousands)
June 30, 2021	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,712,986	$	1,357,395	$	219,918	$	930,446	$	(2,204,868)	$	6,015,877
Gross loans	$	4,498,536	$	1,284,314	$	113,985	$	700	$	(1,066,320)	$	4,831,215


(Dollars in thousands)
December 31, 2020	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,791,537	$	1,121,704	$	115,836	$	861,967	$	(1,955,253)	$	5,935,791
Gross loans	$	4,788,093	$	1,036,548	$	84,222	$	800	$	(912,887)	$	4,996,776

Banking


(Dollars in thousands)	Six Months Ended June 30,						% Change
Banking	2021		2020		$ Change
Total interest income	$	97,912	$	104,591	$	(6,679)	(6.4	%)
Intersegment interest allocations	5,665		5,679		(14)		(0.2	%)
Total interest expense	6,152		19,192		(13,040)		(67.9	%)
Net interest income	97,425		91,078		6,347		7.0	%
Credit loss expense (benefit)	(16,788)		30,630		(47,418)		(154.8	%)
Net interest income after credit loss expense	114,213		60,448		53,765		88.9	%
Gain on sale of subsidiary or division	—		9,758		(9,758)		(100.0	%)
Other noninterest income	17,768		15,069		2,699		17.9	%
Noninterest expense	81,314		75,658		5,656		7.5	%
Operating income (loss)	$	50,667	$	9,617	$	41,050	426.8	%

Our Banking segment’s operating income increased $41.1 million, or 426.8%. Our Banking segment’s operating income for the six months ended June 30, 2020 was impacted by the realization of the $9.8 million gain associated with the sale of TPF in the second quarter of 2020. Excluding the gain on sale of TPF, our Banking segment’s adjusted operating loss was $0.2 million for the six months ended June 30, 2020, resulting in an adjusted increase in operating income of $50.9 million period over period.

Total interest income decreased $6.7 million, or 6.4%, primarily as a result of decreases in the balances of our interest earning assets, primarily loans. Average loans in our Banking segment, excluding intersegment loans, decreased 0.5% from $3.638 billion for the six months ended June 30, 2020 to $3.619 billion for the six months ended June 30, 2021. The decrease in interest income was also driven by a decrease in yields on interest earning assets.

Interest expense decreased in spite of growth in average interest bearing liabilities at our Banking segment. More specifically, average total interest bearing deposits increased $419.3 million, or 14.6%. The decrease in interest expense was the result of a decrease in our average cost of interest bearing liabilities driven by changes in interest rates in the macro economy.

Credit loss expense at our Banking segment is made up of credit loss expense related to loans and credit loss expense related to off balance sheet commitments to lend. Credit loss expense related to loans was a benefit to credit loss expense of $15.7 million for the six months ended June 30, 2021 compared to credit loss expense of $26.7 million for the six months ended June 30, 2020. The decreased credit loss expense was primarily the result of projected improvement of the loss drivers that the Company forecasted over the reasonable and supportable forecast period to calculate expected losses at our Banking segment as of June 30, 2021 which resulted in a benefit to credit loss expense of $10.0 million for the six months ended June 30, 2021. During the six months ended June 30, 2020 the Company forecasted deterioration in the loss factors driven by the projected economic impact of COVID-19 which resulted in credit loss expense of $22.7 million at our Banking segment. The decrease in credit loss expense was further driven by the impact of specific reserve releases on our Banking segment loans. These releases created a $2.9 million benefit to credit loss expense for the six months ended June 30, 2021 compared to $4.8 million of credit loss expense on net new specific reserves during the six months ended June 30, 2020. We experienced a net recovery at our Banking segment of $0.4 million during the six months ended June 30, 2021 compared to net charge-offs of $0.4 million during the same period a year ago. Changes in loan volume and mix at our Banking segment also benefited credit loss expense as these factors created a $2.4 million benefit to credit loss expense during the six months ended June 30, 2021 compared to a $1.3 million benefit during the same period of the prior year.

Credit loss expense for off balance sheet credit exposures decreased $4.7 million from $3.8 million for the six months ended June 30, 2020 to a benefit of $0.9 million for the six months ended June 30, 2021. The decrease was primarily due to the changes in the assumptions used to project the loss rates previously discussed as well as decreased outstanding commitments to fund period over period.

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Noninterest income at our Banking segment increased due to a $1.5 million increase in service charges on deposits. In keeping with guidance from regulators, we actively worked with COVID-19 affected customers during the second quarter of 2020 to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, account maintenance fees, etc. These reductions in fees were temporary and expired on June 1, 2020. Additionally card income at our Banking segment increased $0.5 million primarily due to increased debit card activity during the six months ended June 30, 2021. Further, insurance commissions at our Banking segment increased $0.8 million due to higher policy volumes processed by Triumph Insurance group. The Banking segment also recognized a $1.5 million recovery during the six months ended June 30, 2021 on an acquired loan that was charged off prior to our acquisition of the originating bank. These increases were offset by the recognition of $1.9 million of loan syndication fees related to the syndication and placement of one large relationship that closed during the six months ended June 30, 2020 and did not repeat during the six months ended June 30, 2021. There were no other significant changes within the components of other noninterest income.

Factoring


(Dollars in thousands)	Six Months Ended June 30,
Factoring	2021		2020		$ Change		% Change
Total interest income	$	80,477	$	43,884	$	36,593	83.4	%
Intersegment interest allocations	(5,359)		(5,561)		202		3.6	%
Total interest expense	—		—		—		—
Net interest income	75,118		38,323		36,795		96.0	%
Credit loss expense (benefit)	6,927		1,384		5,543		400.5	%
Net interest income after credit loss expense	68,191		36,939		31,252		84.6	%
Noninterest income	9,153		2,368		6,785		286.5	%
Noninterest expense	33,327		24,030		9,297		38.7	%
Operating income (loss)	$	44,017	$	15,277	$	28,740	188.1	%


	Six Months Ended June 30,
	2021			2020
Factored receivable period end balance	$	1,284,314,000		$	531,933,000
Yield on average receivable balance	14.46		%	15.65		%
Rolling twelve quarter annual charge-off rate	3.73		%	0.39		%
Factored receivables - transportation concentration	91		%	85		%

Interest income, including fees	$	80,477,000		$	43,884,000
Non-interest income(1)	4,499,000			2,368,000
Factored receivable total revenue	84,976,000			46,252,000
Average net funds employed	1,004,842,000			507,125,000
Yield on average net funds employed	17.05		%	18.34		%

Accounts receivable purchased	$	5,560,730,000		$	2,689,083,000
Number of invoices purchased	2,590,373			1,691,669
Average invoice size	$	2,147		$	1,590
Average invoice size - transportation	$	2,037		$	1,431
Average invoice size - non-transportation	$	4,738		$	4,230

(1) Non-interest income for the six months ended June 30, 2021 excludes $4.7 million of income recognized on our indemnification asset resulting from the amended TFS acquisition agreement.

Our Factoring segment’s operating income increased $28.7 million, or 188.1%.

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Our average invoice size increased 35.0% from $1,590 for the six months ended June 30, 2020 to $2,147 for the six months ended June 30, 2021 and the number of invoices purchased increased 53.1% period over period.

Net interest income at our Factoring segment increased period over period. Overall average net funds employed (“NFE”) increased 98.1% during the six months ended June 30, 2021 compared to the same period in 2020. The increase in average NFE was the result of increased invoice purchase volume as well as increased average invoice size. Those, in turn, resulted from historically high freight volume in a reduced capacity market. See further discussion under the Recent Developments: COVID-19 and the CARES Act section. The increase in net interest income was partially offset by decreased purchase discount rates driven by greater focus on larger lower priced fleets and competitive pricing pressure; however, those negative factors were somewhat mitigated by increased concentration in transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances. This concentration was up 6% period over period from 85% at June 30, 2020 to 91% at June 30, 2021.

The increase in credit loss expense was primarily due to the $2.9 million increase in required reserves on acquired Over-Formula advances as previously explained in the Credit Loss Expense discussion. Including the additional specific reserves attributable to the acquired Over-Formula Advances, net new specific reserves at our Factoring segment increased $4.9 million period over period. Growth in the underlying factored receivable portfolio at our Factoring segment resulted in $1.5 million of credit loss expense during the six months ended June 30, 2021. Change in the volume of factored receivables did not have a meaningful impact on credit loss expense at our Factoring segment during the six months ended June 30, 2020. Net charge-offs at our factoring segment were $41.9 million consisting almost entirely of the aforementioned $41.3 million charge-off of the Over-Formula Advance balance associated with the largest over-advanced client which contributed 3.67% to the current period charge-off rate in the table above. A reserve of $41.5 million on the net charge-off balance was established in a prior period. During the six months ended June 30, 2020, net charge-offs at our factoring segment were $2.2 million of which $0.7 million was reserved in a prior period. Changes in loss assumptions did not have a meaningful impact on credit loss expense during the six months ended June 30, 2021 or 2020.

The increase in noninterest income at our Factoring segment was primarily due to a $4.7 million gain on the Company's indemnification asset during the six months ended June 30, 2021. Additionally, we recognized $1.2 million early termination fees during the six months ended June 30, 2021. There were no other material fluctuations in noninterest income at our Factoring segment.

Noninterest expense increased primarily due to an increase in salaries and employee benefits expense due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, stock based compensation and 401(k) expense. Remaining fluctuations in the individual components of noninterest expense at our Factoring segment were insignificant period over period.

Payments


(Dollars in thousands)	Six Months Ended June 30,
Payments	2021		2020		$ Change		% Change
Total interest income	$	4,644	$	1,079	$	3,565	330.4	%
Intersegment interest allocations	(306)		(118)		(188)		(159.3)	%
Total interest expense	—		—		—		—	%
Net interest income	4,338		961		3,377		351.4	%
Credit loss expense (benefit)	510		165		345		209.1	%
Net interest income after credit loss expense	3,828		796		3,032		380.9	%
Noninterest income	1,156		27		1,129		4181.5	%
Noninterest expense	14,977		5,759		9,218		160.1	%
Operating income (loss)	$	(9,993)	$	(4,936)	$	(5,057)	(102.5)	%

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	Six Months Ended
	2021		2020
Factored receivable period end balance	$	113,985,000	$	29,643,000

Interest income	$	4,644,000	$	1,079,000
Noninterest income	1,156,000		27,000
Total revenue	$	5,800,000	$	1,106,000

Operating income (loss)	$	(9,993,000)	$	(4,936,000)
Interest expense	306,000		118,000
Depreciation and software amortization expense	133,000		123,000
Intangible amortization expense	497,000		—
Earnings (losses) before interest, taxes, depreciation, and amortization	$	(9,057,000)	$	(4,695,000)
Transaction costs	$	2,992,000	$	—
Adjusted earnings (losses) before interest, taxes, depreciation, and amortization(1)	$	(6,065,000)	$	(4,695,000)

Number of invoices processed	5,694,792		1,271,430
Amount of payments processed	$	5,728,440,000	$	1,198,195,000

Our Payments segment's operating loss increased $5.1 million, or 102.5%.

The number of invoices processed by our Payments segment increased 347.9% from 1,271,430 for the six months ended June 30, 2020 to 5,694,792 for the six months ended June 30, 2021, and the amount of payments processed increased 378.1% from $1.198 billion for the six months ended June 30, 2020 to $5.728 billion for the six months ended June 30, 2021.

Interest income increased due to increased factoring activity at our Payments segment slightly offset by decreased yields period over period. Noninterest income increased primarily due to $1.0 million in Payments fees related to one month of acquired HubTran operations during the six months ended June 30, 2021.

Noninterest expense increased primarily due to $3.0 million of transaction costs related to the acquisition of HubTran and an increase in salaries and employee benefits expense driven by merit increases for existing employees, higher health insurance benefit costs, incentive compensation, stock based compensation and 401(k) expense. Our average full-time equivalent employees at our Payments segment were 72.8 and 38.8 for the six months ended June 30, 2021 and 2020, respectively. Remaining fluctuations in the individual components of noninterest expense at our Payments segment were insignificant period over period.

The acquisition of HubTran during the six months ended June 30, 2021 allows TriumphPay to create a fully integrated payments network for transportation; servicing brokers and factors. TriumphPay already offered tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Through the acquisition of HubTran, TriumphPay created additional value through the enhancement of its presentment, audit, and payment capabilities for shippers, third party logistics companies (i.e., freight brokers) and their carriers, and factors. The acquisition of HubTran was a meaningful inflection point in the operations of TriumphPay as the TriumphPay strategy has shifted from a capital-intensive on-balance sheet product with a focus on interest income to an open-loop payments network for the trucking industry with a focus on fee revenue. It is for this reason that management believes that earnings before interest, taxes, depreciation, and amortization and the adjustment to that metric enhance investors' overall understanding of the financial performance of the Payments segment. Further, as a result of the HubTran acquisition, management recorded $27.3 million of intangible assets that will lead to meaningful amounts of amortization going forward.

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Corporate


(Dollars in thousands)	Six Months Ended June 30,						% Change
Corporate	2021		2020		$ Change
Total interest income	$	8	$	258	$	(250)	(96.9	%)
Intersegment interest allocations	—		—		—		—
Total interest expense	3,587		3,869		(282)		(7.3	%)
Net interest income (expense)	(3,579)		(3,611)		32		0.9	%
Credit loss expense (benefit)	(300)		1,728		(2,028)		(117.4	%)
Net interest income (expense) after credit loss expense	(3,279)		(5,339)		2,060		38.6	%
Noninterest income	110		284		(174)		(61.3	%)
Noninterest expense	2,072		2,032		40		2.0	%
Operating income (loss)	$	(5,241)	$	(7,087)	$	1,846	26.0	%

The Corporate segment reported an operating loss of $5.2 million for the six months ended June 30, 2021 compared to an operating loss of $7.1 million for the six months ended June 30, 2020. This was primarily due to decreased credit loss expense on our HTM CLOs previously discussed in the Credit Loss Expense section. There were no other significant fluctuations in accounts in our Corporate segment period over period.

Financial Condition

Assets

Total assets were $6.016 billion at June 30, 2021, compared to $5.936 billion at December 31, 2020, an increase of $80.1 million, the components of which are discussed below.

Loan Portfolio

Loans held for investment were $4.831 billion at June 30, 2021, compared with $4.997 billion at December 31, 2020.

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


	June 30, 2021				December 31, 2020				$ Change		% Change
(Dollars in thousands)			% of Total				% of Total
Commercial real estate	$	701,576	15	%	$	779,158	16	%	$	(77,582)	(10.0	%)
Construction, land development, land	185,444		4	%	219,647		4	%	(34,203)		(15.6	%)
1-4 family residential	135,288		3	%	157,147		3	%	(21,859)		(13.9	%)
Farmland	91,122		2	%	103,685		2	%	(12,563)		(12.1	%)
Commercial	1,453,583		29	%	1,562,957		32	%	(109,374)		(7.0	%)
Factored receivables	1,398,299		29	%	1,120,770		22	%	277,529		24.8	%
Consumer	12,389		—	%	15,838		—	%	(3,449)		(21.8	%)
Mortgage warehouse	853,514		18	%	1,037,574		21	%	(184,060)		(17.7	%)
Total Loans	$	4,831,215	100	%	$	4,996,776	100	%	$	(165,561)	(3.3	%)

Commercial Real Estate Loans. Our commercial real estate loans decreased $77.6 million, or 10.0%, due to paydowns for the period that outpaced new loan origination activity.

Construction and Development Loans. Our construction and development loans decreased $34.2 million, or 15.6%, due primarily to paydowns that were offset by modest origination and draw activity.

Residential Real Estate Loans. Our one-to-four family residential loans decreased $21.9 million, or 13.9%, due primarily to paydowns that were offset by modest origination and draw activity.

Farmland Loans. Our farmland loans decreased $12.6 million, or 12.1%, due to paydowns for the period that outpaced new loan origination activity.

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Commercial Loans. Our commercial loans held for investment decreased $109.4 million, or 7.0%, due to decreases in liquid credit, PPP, agriculture and other commercial loans. The decline in commercial loans was offset by increases in equipment finance and asset-based lending. Our other commercial lending products, comprised primarily of general commercial loans originated in our community banking markets, decreased $50.3 million, or 14.8%.

The following table shows our commercial loans:


(Dollars in thousands)	June 30, 2021		December 31, 2020		$ Change		% Change
Commercial
Equipment	$	604,396	$	573,163	$	31,233	5.4	%
Asset-based lending	181,394		180,488		906		0.5	%
Liquid credit	165,578		184,027		(18,449)		(10.0	%)
Paycheck Protection Program loans	135,307		189,857		(54,550)		(28.7	%)
Agriculture	76,346		94,572		(18,226)		(19.3	%)
Other commercial lending	290,562		340,850		(50,288)		(14.8	%)
Total commercial loans	$	1,453,583	$	1,562,957	$	(109,374)	(7.0	%)

Factored Receivables. Our factored receivables increased $277.5 million, or 24.8%. At June 30, 2021, the balance of the Over-Formula Advance Portfolio included in factored receivables was $10.1 million. At June 30, 2021, the balance of Misdirected Payments included in factored receivables was $19.4 million. 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 $3.4 million, or 21.8%, due to paydowns in excess of new loan origination activity during the period.

Mortgage Warehouse. Our mortgage warehouse facilities decreased $184.1 million, or 17.7%, due to decreased utilization. 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 $789.0 million for the three months ended June 30, 2021 compared to $716.3 million for the three months ended June 30, 2020 and $855.0 million for the six months ended June 30, 2021 compared to $614.9 million for the six months ended June 30, 2020.

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, 2021
(Dollars in thousands)	One Year or Less		After One but within Five Years		After Five Years		Total
Commercial real estate	$	170,694	$	392,830	$	138,052	$	701,576
Construction, land development, land	95,072		75,454		14,918		185,444
1-4 family residential	15,787		37,889		81,612		135,288
Farmland	8,528		28,750		53,844		91,122
Commercial	323,076		1,017,710		112,797		1,453,583
Factored receivables	1,398,299		—		—		1,398,299
Consumer	1,523		7,248		3,618		12,389
Mortgage warehouse	853,514		—		—		853,514
	$	2,866,493	$	1,559,881	$	404,841	$	4,831,215

Sensitivity of loans to changes in interest rates:
Predetermined (fixed) interest rates			$	1,047,162	$	75,387
Floating interest rates			512,719		329,454
Total			$	1,559,881	$	404,841

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As of June 30, 2021, most of the Company’s non-factoring business activity is with customers located within certain states. The states of Colorado (16%), Texas (21%), Illinois (13%), and Iowa (6%) make up 56% 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, 2020, the states of Colorado (17%), Texas (22%), Illinois (12%) and Iowa (6%) made up 57% of the Company’s gross loans, excluding factored receivables.

Further, a majority (91%) of our factored receivables, representing approximately 26% of our total loan portfolio as of June 30, 2021, 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, 2020, 90% of our factored receivables, representing approximately 20% 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 and securities, 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. Additionally, we consider the portion of the Over-Formula Advance Portfolio that is not covered by Covenant's indemnification to be nonperforming (reflected in nonperforming loans - factored receivables). The balances of nonperforming loans reflect the recorded investment in these assets, including deductions for purchase discounts.


(Dollars in thousands)	June 30, 2021			December 31, 2020
Nonperforming loans:
Commercial real estate	$	3,749		$	9,945
Construction, land development, land	2,191			2,294
1-4 family residential	1,518			1,851
Farmland	2,170			2,531
Commercial	13,173			17,202
Factored receivables	28,413			23,956
Consumer	176			253
Mortgage warehouse	—			—
Total nonperforming loans	51,390			58,032
Held to maturity securities	4,561			7,945
Other real estate owned, net	1,013			1,432
Other repossessed assets	1,343			1,069
Total nonperforming assets	$	58,307		$	68,478

Nonperforming assets to total assets	0.97		%	1.15		%
Nonperforming loans to total loans held for investment	1.06		%	1.16		%
Total past due loans to total loans held for investment	2.28		%	3.22		%

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Nonperforming loans decreased $6.6 million, or 11.4%, primarily due to the payoff of a $5.7 million nonperforming commercial real estate loan and the payoff of $5.0 million nonperforming general commercial loan during the year. Additionally, the portion of the Over-Formula Advances not covered by Covenant's indemnification decreased by $8.5 million from $10.0 million at December 31, 2020 to $1.5 million at June 30, 2021 primarily as a result of the aforementioned charge-off activity. These decreases were offset by the addition of a $2.1 million commercial loan secured by equipment. Further, the remaining $13.3 million of the total $19.4 million of Misdirected Payments amount at June 30, 2021 moved to greater than 90 days past due during the year and is now included in nonperforming loans (specifically, factored receivables) in accordance with our policy. The remaining activity in nonperforming loans was also impacted by additions and removals of smaller credits to and from nonperforming loans.

OREO decreased $419 thousand, or 29.3%, due to the removal of individually insignificant OREO properties as well as insignificant valuation adjustments made throughout the period.

As a result of the activity previously described and changes in our period end total loans held for investment, the ratio of nonperforming loans to total loans held for investment decreased to 1.06% at June 30, 2021 from 1.16% December 31, 2020.

Our ratio of nonperforming assets to total assets decreased to 0.97% at June 30, 2021 from 1.15% December 31, 2020. This is due to the aforementioned loan activity and changes in our period end total assets. Additionally, the amortized cost basis of our HTM CLO securities considered to be nonaccrual decreased $3.4 million during the year.

Past due loans to total loans held for investment decreased to 2.28% at June 30, 2021 from 3.22% at December 31, 2020, as a result of above activity. Additionally, past due loans associated with the acquired Over-Formula Advances decreased $52.1 million during the quarter primarily as a result of the aforementioned charge-off activity. The remaining $10.1 million acquired Over-Formula Advance balance is considered greater than 90 days past due at June 30, 2021. Aging of the Over-Formula Advances is based upon the service month on which the advances were made by TFS prior to acquisition.

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, 2021, we had $31.4 million in loans of this type which are not included in any of the nonperforming loan categories. Refer to previous discussion of loans currently in deferral in accordance with the CARES Act and March 2020 interagency guidance.

Allowance for Credit Losses on Loans

The ACL is a valuation allowance estimated at each balance sheet date in accordance with US GAAP that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. When the Company deems all or a portion of a loan to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See Note 1 of the Company’s 2020 Form 10-K and notes to the consolidated financial statements included elsewhere in this report for discussion of our ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire allowance is available for any loan that, in the Company’s judgment, should be charged-off.

Loan loss valuation allowances are recorded on specific at-risk balances, typically consisting of collateral dependent loans and factored invoices greater than 90 days past due with negative cash reserves.

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


	June 30, 2021						December 31, 2020
(Dollars in thousands)	Allocated Allowance		% of Loan Portfolio		ACL to Loans		Allocated Allowance		% of Loan Portfolio		ACL to Loans
Commercial real estate	$	4,404	15	%	0.63	%	$	10,182	16	%	1.31	%
Construction, land development, land	1,490		4	%	0.80	%	3,418		4	%	1.56	%
1-4 family residential	545		3	%	0.40	%	1,225		3	%	0.78	%
Farmland	669		2	%	0.73	%	832		2	%	0.80	%
Commercial	15,674		29	%	1.08	%	22,040		32	%	1.41	%
Factored receivables	21,823		29	%	1.56	%	56,463		22	%	5.04	%
Consumer	236		—	%	1.90	%	542		—	%	3.42	%
Mortgage warehouse	853		18	%	0.10	%	1,037		21	%	0.10	%
Total Loans	$	45,694	100	%	0.95	%	$	95,739	100	%	1.92	%

The ACL decreased $50.0 million, or 52.3%. This decrease was primarily driven by the aforementioned charge-off of $41.3 million of PCD Over-Formula Advances classified as factored receivables. The charge-off was partially offset by an additional $2.9 million reserve required on remaining PCD Over-Formula Advances and discussed previously in the Credit Loss Expense section of Management's Discussion and Analysis. At quarter end, our entire remaining Over-Formula Advance position was down from $62.1 million at December 31, 2020 to $10.1 million at June 30, 2021 and the entire balance at June 30, 2021 was fully reserved.

Another driver of the decrease in required ACL is projected improvement of the loss drivers that the Company forecasted to calculate expected losses at June 30, 2021 as compared to December 31, 2020. This improvement was brought on by a quicker projected economic recovery post-COVID-19 than was projected at December 31, 2020. It had a positive impact on the Company’s loss drivers and assumptions over the reasonable and supportable forecast period and resulted in a release of $10.1 million of ACL period over period.

For all DCF models at June 30, 2021, the Company has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. The Company leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by the Company when developing the forecast metrics. At June 30, 2021 as compared to December 31, 2020, the Company forecasted a significant decrease in national unemployment, significant increase in one-year percentage change in national retail sales, significant increase in one-year percentage change in the national home price index, and a significant increase in one-year percentage change in national gross domestic product. For percentage changes in national retail sales, national home price index and national gross domestic product, the Company projected significant growth in the first two projected quarters followed by percentage change growth for the last two projected quarters resembling something closer to pre-COVID-19 levels. Projected unemployment rates used by the Company are relatively stable over the four projected quarters at levels somewhat higher than pre-COVID-19 conditions.

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The decrease in required ACL was also driven by a net reversal of specific reserves on non-PCD loans of $0.4 million during the six months ended June 30, 2021. Excluding the aforementioned PCD charge-off, net charge-offs were insignificant for the six months ended June 30, 2021. Changes in loan volume and mix during the six months ended June 30, 2021 decreased the required ACL by $0.5 million during the period.

With the passage of the PPP, administered by the Small Business Administration (“SBA”), the Company has actively participated in assisting its customers with applications for resources through the program. At June 30, 2021, the Company carried $135.3 million of PPP loans classified as Commercial loans for reporting purposes. Loans funded through the PPP program are fully guaranteed by the U.S. government. This guarantee exists at the inception of the loans and throughout the lives of the loans and was not entered into separately and apart from the loans. ASC 326 requires credit enhancements that mitigate credit losses, such as the U.S. government guarantee on PPP loans, to be considered in estimating credit losses. The guarantee is considered “embedded” and, therefore, is considered when estimating credit loss on the PPP loans. Given that the loans are fully guaranteed by the U.S. government and absent any specific loss information about any of our PPP loans, the Company does not carry an ACL on its PPP loans at June 30, 2021.

The following table presents the unpaid principal and recorded investment for loans at June 30, 2021. 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 $14.3 million at June 30, 2021, and (2) net deferred origination costs and fees totaling $6.9 million at June 30, 2021. The net difference can provide protection from credit loss in addition to the ACL as future potential charge-offs for an individual loan is limited to the recorded investment plus unpaid accrued interest.


(Dollars in thousands)	Recorded Investment		Unpaid Principal		Difference
June 30, 2021
Commercial real estate	$	701,576	$	703,989	$	(2,413)
Construction, land development, land	185,444		185,652		(208)
1-4 family residential	135,288		135,730		(442)
Farmland	91,122		91,768		(646)
Commercial	1,453,583		1,469,743		(16,160)
Factored receivables	1,398,299		1,399,598		(1,299)
Consumer	12,389		12,404		(15)
Mortgage warehouse	853,514		853,514		—
	$	4,831,215	$	4,852,398	$	(21,183)

At June 30, 2021 and December 31, 2020, we had on deposit $149.6 million and $145.9 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.

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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 ACL:


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2021			2020			2021			2020
Balance at beginning of period	$	48,024		$	44,732		$	95,739		$	29,092
Loans charged-off:
Commercial real estate	—			—			—			—
Construction, land development, land	—			—			(12)			—
1-4 family residential	(25)			—			(25)			(21)
Farmland	—			—			—			—
Commercial	(8)			(339)			(281)			(645)
Factored receivables	(583)			(860)			(42,086)			(2,254)
Consumer	(90)			(89)			(169)			(293)
Mortgage warehouse	—			—			—			—
Total loans charged-off	$	(706)		$	(1,288)		$	(42,573)		$	(3,213)
Recoveries of loans charged-off:
Commercial real estate	3			6			8			7
Construction, land development, land	1			1			2			2
1-4 family residential	1			5			85			33
Farmland	—			80			—			80
Commercial	202			50			664			335
Factored receivables	47			17			85			55
Consumer	89			41			115			72
Mortgage warehouse	—			—			—			—
Total loans recoveries	$	343		$	200		$	959		$	584
Net loans charged-off	$	(363)		$	(1,088)		$	(41,614)		$	(2,629)
Credit loss expense on loans:
Commercial real estate	(2,422)			3,780			(5,786)			8,807
Construction, land development, land	(181)			2,737			(1,918)			4,720
1-4 family residential	(62)			935			(740)			1,194
Farmland	(30)			(143)			(163)			(229)
Commercial	(1,678)			3,427			(6,749)			11,660
Factored receivables	2,643			(47)			7,361			1,416
Consumer	(59)			142			(252)			553
Mortgage warehouse	(178)			138			(184)			209
Total credit loss expense (benefit) on loans	$	(1,967)		$	10,969		$	(8,431)		$	28,330
Impact of adopting ASU 2016-13	—			—			—			269
Reclassification to held for sale	—			—			—			(449)
Balance at end of period	$	45,694		$	54,613		$	45,694		$	54,613
Average total loans held for investment	$	4,798,742		$	4,383,418		$	4,816,414		$	4,209,924
Net charge-offs to average total loans held for investment	0.01		%	0.02		%	0.86		%	0.06		%
Allowance to total loans held for investment	0.95		%	1.24		%	0.95		%	1.24		%

Quarter to date net loans charged off decreased $0.7 million primarily due to decreased charge-offs on commercial loans and factored receivables.

Year to date net loans charged off increased $39.0 million due to the aforementioned charge-off of $41.3 million of PCD Over-Formula Advances classified as factored receivables. Remaining charge-off and recovery activity during the periods was insignificant individually and in the aggregate.

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Securities

As of June 30, 2021 and December 31, 2020, we held equity securities with a fair value of $5.9 million and $5.8 million, respectively. 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, 2021, we held debt securities classified as available for sale with a fair value of $193.6 million, a decrease of $30.7 million from $224.3 million at December 31, 2020. The following table illustrates the changes in our available for sale debt securities:


	Available For Sale Debt Securities:
(Dollars in thousands)	June 30, 2021		December 31, 2020		$ Change		% Change
U.S. Government agency obligations	$	10,024	$	15,088	$	(5,064)	(33.6)	%
Mortgage-backed securities, residential	21,194		27,684		(6,490)		(23.4)	%
Asset-backed securities	6,963		7,039		(76)		(1.1)	%
State and municipal	34,466		37,395		(2,929)		(7.8)	%
CLO Securities	112,309		122,204		(9,895)		(8.1)	%
Corporate bonds	5,724		11,573		(5,849)		(50.5)	%
SBA pooled securities	2,947		3,327		(380)		(11.4)	%
	$	193,627	$	224,310	$	(30,683)	(13.7)	%

Our available for sale CLO portfolio consists of investment grade positions in high ranking tranches within their respective securitization structures. As of June 30, 2021, the Company determined that all impaired available for sale securities experienced a decline in fair value below their amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at June 30, 2021. 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, 2021, we held investments classified as held to maturity with an amortized cost, net of ACL, of $5.7 million, a decrease of $0.3 million from $5.9 million at December 31, 2020. See previous discussion of Credit Loss Expense related to our held to maturity securities for further details regarding the nature of these securities and the required ACL at June 30, 2021.

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, 2021
	One Year or Less				After One but within Five Years				After Five but within Ten Years				After Ten Years				Total
(Dollars in thousands)	Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield
U.S. Government agency obligations	$	9,985	2.01	%	$	—	—	%	$	—	—	%	$	—	—	%	$	9,985	2.01	%
Mortgage-backed securities	10		3	%	2,553		1.95	%	5,252		2.13	%	12,434		2.81	%	20,249		2.52	%
Asset-backed securities	—		—	%	83		0.34	%	5,026		0.32	%	1,857		1.29	%	6,966		0.58	%
State and municipal	8,910		2.69	%	3,098		3.02	%	2,425		2.82	%	19,220		2.63	%	33,653		2.70	%
CLO securities	—		—	%	—		—	%	59,427		2.24	%	49,017		2.47	%	108,444		2.34	%
Corporate bonds	3,874		3.00	%	1,492		2.23	%	—		—	%	271		5.16	%	5,637		2.89	%
SBA pooled securities	—		—	%	25		2.96	%	—		—	%	2,804		3.90	%	2,829		3.89	%
Total available for sale securities	$	22,779	2.44	%	$	7,251	2.45	%	$	72,130	2.12	%	$	85,603	2.59	%	$	187,763	2.38	%
Held to maturity securities:	$	—	—	%	$	—	—	%	$	7,385	—	%	$	—	—	%	$	7,385	—	%

Liabilities

Total liabilities were $5.223 billion as of June 30, 2021, compared to $5.209 billion at December 31, 2020, an increase of $14.5 million, the components of which are discussed below.

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Deposits

The following table summarizes our deposits:


(Dollars in thousands)	June 30, 2021		December 31, 2020		$ Change		% Change
Noninterest bearing demand	$	1,803,552	$	1,352,785	$	450,767	33.3	%
Interest bearing demand	760,874		688,680		72,194		10.5	%
Individual retirement accounts	87,052		92,584		(5,532)		(6.0	%)
Money market	395,035		393,325		1,710		0.4	%
Savings	474,163		421,488		52,675		12.5	%
Certificates of deposit	612,730		790,844		(178,114)		(22.5	%)
Brokered time deposits	306,975		516,786		(209,811)		(40.6	%)
Other brokered deposits	285,069		460,108		(175,039)		(38.0	%)
Total Deposits	$	4,725,450	$	4,716,600	$	8,850	0.2	%

Our total deposits increased $8.9 million, or 0.2%, primarily due to growth in noninterest bearing demand deposits partially offset by decreases in certificates of deposit, brokered time deposits, and other brokered deposits. Other brokered deposits are non-maturity deposits obtained from wholesale sources. As of June 30, 2021, interest bearing demand deposits, noninterest bearing deposits, money market deposits, other brokered deposits, and savings deposits accounted for 79% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered time deposits made up 21% 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, 2021:


(Dollars in thousands)	$100,000 to $250000		$250,000 and Over		Total
Maturity
3 months or less	$	124,582	$	24,865	$	149,447
Over 3 through 6 months	121,873		36,791		158,664
Over 6 through 12 months	78,715		43,216		121,931
Over 12 months	57,911		19,595		77,506
	$	383,081	$	124,467	$	507,548

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


	Three Months Ended June 30, 2021						Three Months Ended June 30, 2020
							Average
(Dollars in thousands)	Average Balance		Weighted Avg Yields		% of Total		Average Balance		Weighted Avg Yields		% of Total
Interest bearing demand	$	757,529	0.25	%	15	%	$	630,023	0.18	%	16	%
Individual retirement accounts	88,142		0.65	%	2	%	100,211		1.44	%	3	%
Money market	398,290		0.22	%	8	%	398,276		0.37	%	10	%
Savings	468,517		0.15	%	9	%	382,521		0.15	%	10	%
Certificates of deposit	664,478		0.70	%	13	%	1,008,644		2.02	%	26	%
Brokered time deposits	138,102		0.15	%	3	%	301,262		1.83	%	8	%
Other brokered deposits	685,397		0.15	%	14		4,670		0.17		—
Total interest bearing deposits	3,200,455		0.31	%	64	%	2,825,607		1.08	%	73	%
Noninterest bearing demand	1,749,858		—		36	%	1,038,979		—		27	%
Total deposits	$	4,950,313	0.20	%	100	%	$	3,864,586	0.79	%	100	%

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	Six Months Ended June 30, 2021						Six Months Ended June 30, 2020
(Dollars in thousands)	Average Balance		Weighted Avg Yields		% of Total		Average Balance		Weighted Avg Yields		% of Total
Interest bearing demand	$	729,798	0.24	%	15	%	$	608,347	0.21	%	16	%
Individual retirement accounts	89,600		0.74	%	2	%	101,781		1.50	%	3	%
Money market	398,153		0.23	%	8	%	420,046		0.67	%	11	%
Savings	457,481		0.15	%	9	%	373,204		0.14	%	10	%
Certificates of deposit	714,583		0.88	%	15	%	1,038,333		2.14	%	27	%
Brokered time deposits	152,910		0.30	%	3	%	323,054		1.96	%	9	%
Other brokered deposits	743,878		0.14	%	15		2,335		0.17		—
Total interest bearing deposits	3,286,403		0.36	%	67	%	2,867,100		1.21	%	76	%
Noninterest bearing demand	1,622,528		—		33	%	924,817		—		24	%
Total deposits	$	4,908,931	0.24	%	100	%	$	3,791,917	0.92	%	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, 2021 and the year ended December 31, 2020:


(Dollars in thousands)	June 30, 2021			December 31, 2020
Amount outstanding at end of period	$	9,243		$	3,099
Weighted average interest rate at end of period	0.03		%	0.03		%
Average daily balance during the period	$	3,347		$	6,716
Weighted average interest rate during the period	0.03		%	0.03		%
Maximum month-end balance during the period	$	9,243		$	14,192

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, 2021 and the year ended December 31, 2020:


(Dollars in thousands)	June 30, 2021			December 31, 2020
Amount outstanding at end of period	$	130,000		$	105,000
Weighted average interest rate at end of period	0.16		%	0.17		%
Average amount outstanding during the period	37,597			342,264
Weighted average interest rate during the period	0.24		%	0.58		%
Highest month end balance during the period	180,000			850,000

Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans. At June 30, 2021 and December 31, 2020, we had $965.8 million and $1.247 billion, respectively, in unused and available advances from the FHLB.

Paycheck Protection Program Liquidity Facility (“PPPLF”)

The PPPLF is a lending facility offered by the Federal Reserve Banks to facilitate lending to small businesses under the PPP. Borrowings under the PPPLF are secured by PPP loans guaranteed by the Small Business Administration (“SBA”) and mature at the same time as the PPP loan pledged to secure the extension of credit. The maturity dates of the borrowings will be accelerated if the underlying PPP loan goes into default and Company sells the PPP loan to the SBA to realize on the SBA guarantee or if the Company receives any loan forgiveness reimbursement from the SBA for the underlying PPP loan.

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Information concerning borrowings under the PPPLF is summarized as follows for the six months ended June 30, 2021and the year ended December 31, 2020:


(Dollars in thousands)	June 30, 2021			December 31, 2020
Amount outstanding at end of period	$	139,673		$	191,860
Weighted average interest rate at end of period	0.35		%	0.35		%
Average amount outstanding during the period	151,836			143,608
Weighted average interest rate during the period	0.35		%	0.35		%
Highest month end balance during the period	181,635			223,809

At June 30, 2021, scheduled maturities of PPPLF borrowings are as follows:


(Dollars in thousands)	June 30, 2021
Within one year	$	59,376
After one but within two years	80,297
Total	$	139,673

At June 30, 2021 and December 31, 2020, the PPPLF borrowings were secured by PPP Loans totaling $879.9 million and $191.9 million, respectively, and bear interest at a fixed rate of 0.35% annually.

Subordinated Notes

On September 30, 2016, we issued $50.0 million of Fixed-to-Floating Rate Subordinated Notes due 2026 (the “2016 Notes”). The 2016 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 2016 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2016 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

On November 27, 2019, we issued $39.5 million of Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2019 Notes”). The 2019 Notes initially bear interest at 4.875% per annum, payable semi-annually in arrears, to, but excluding, November 27, 2024, 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 a benchmark rate, initially three-month LIBOR, as determined for the applicable quarterly period, plus 3.330%. We may, at our option, beginning on November 27, 2024 and on any scheduled interest payment date thereafter, redeem the 2019 Notes, in whole or in part, at a redemption price equal to the outstanding principal amount of the 2019 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

The Subordinated 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 2016 and 2019 Subordinated Notes totaled $2.5 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 Subordinated Notes totaled $87.6 million at June 30, 2021.

Junior Subordinated Debentures

The following provides a summary of our junior subordinated debentures as of June 30, 2021:


(Dollars in thousands)	Face Value		Carrying Value		Maturity Date	Interest Rate
National Bancshares Capital Trust II	$	15,464	$	13,284	September 2033	LIBOR + 3.00%
National Bancshares Capital Trust III	17,526		13,080		July 2036	LIBOR + 1.64%
ColoEast Capital Trust I	5,155		3,646		September 2035	LIBOR + 1.60%
ColoEast Capital Trust II	6,700		4,743		March 2037	LIBOR + 1.79%
Valley Bancorp Statutory Trust I	3,093		2,886		September 2032	LIBOR + 3.40%
Valley Bancorp Statutory Trust II	3,093		2,694		July 2034	LIBOR + 2.75%
	$	51,031	$	40,333

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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 $40.3 million was allowed in the calculation of Tier I capital as of June 30, 2021.

Capital Resources and Liquidity Management

Capital Resources

Our stockholders’ equity totaled $792.4 million as of June 30, 2021, compared to $726.8 million as of December 31, 2020, an increase of $65.6 million. Stockholders’ equity increased during this period primarily due to our net income of $61.9 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 or borrowings from the Federal Reserve, 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, 2021, TBK Bank had $534.5 million of unused borrowing capacity from the Federal Reserve Bank discount window and unsecured federal funds lines of credit with seven unaffiliated banks totaling $227.5 million, with no amounts advanced against those lines.

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.

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Contractual Obligations

The following table summarizes our contractual obligations and other commitments to make future payments as of June 30, 2021. 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, 2021
(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	$	9,243	$	9,243	$	—	$	—	$	—
Federal Home Loan Bank advances	130,000		100,000		—		—		30,000
Paycheck Protection Program Liquidity Facility	139,673		59,376		80,297		—		—
Subordinated notes	89,500		—		—		—		89,500
Junior subordinated debentures	51,031		—		—		—		51,031
Operating lease agreements	38,523		4,729		9,359		8,088		16,347
Time deposits with stated maturity dates	1,006,757		887,487		110,714		8,556		—
Total contractual obligations	$	1,464,727	$	1,060,835	$	200,370	$	16,644	$	186,878

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 credit losses. Since December 31, 2020, 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 2020 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.

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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, particularly with regard to developments related to COVID-19. 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;

•the impact of COVID-19 on our business, including the impact of the actions taken by governmental authorities to try and contain the virus or address the impact of the virus on the United States economy (including, without limitation, the CARES Act), and the resulting effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;

•our ability to mitigate our risk exposures;

•our ability to maintain our historical earnings trends;

•changes in management personnel;

•interest rate risk;

•concentration of our products and 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;

•risks related to the integration of acquired businesses, including our acquisition of HubTran Inc. and developments related to our acquisition of Transport Financial Solutions and the related over-formula advances, and any future acquisitions;

•our ability to successfully identify and address the risks associated with our possible future acquisitions, and the risks that our prior and possible 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;

•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;

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•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.

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The following table summarizes simulated change in net interest income versus unchanged rates as of June 30, 2021 and December 31, 2020:


	June 30, 2021				December 31, 2020
	Following 12 Months		Months 13-24		Following 12 Months		Months 13-24
+400 basis points	24.5	%	29.8	%	18.4	%	19.8	%
+300 basis points	18.9	%	23.8	%	13.6	%	15.3	%
+200 basis points	13.3	%	17.9	%	8.7	%	10.7	%
+100 basis points	7.8	%	11.8	%	3.9	%	6.0	%
Flat rates	0.0	%	0.0	%	0.0	%	0.0	%
-100 basis points	(1.1	%)	1.2	%	(3.6	%)	(2.6	%)

The following table presents the change in our economic value of equity as of June 30, 2021 and December 31, 2020, assuming immediate parallel shifts in interest rates:


	Economic Value of Equity at Risk (%)
	June 30, 2021		December 31, 2020
+400 basis points	35.6	%	36.5	%
+300 basis points	28.1	%	28.9	%
+200 basis points	19.7	%	20.3	%
+100 basis points	10.4	%	10.7	%
Flat rates	0.0	%	0.0	%
-100 basis points	(11.1	%)	(11.4	%)

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, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

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Item 1. Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business. Except as set forth below, 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.

We are party to a declaratory judgment action in the United States Federal District Court for the Southern District of Florida seeking a ruling that the United States Postal Service (“USPS”) is obligated make payment to us with respect to invoices totaling approximately $19.4 million that it separately paid to our customer, a vendor to the USPS who hauls mail pursuant to contracts it has with such entity, in violation of notices provided to the USPS that such payments were to be made directly to us (the “Misdirected Payments”). Although we believe we have valid claims that the USPS is obligated to make payment on such receivable and that the USPS will have the capacity to make such payment, the issues in this litigation are novel issues of law that have little to no precedent and there can be no assurances that a court will agree with our interpretation of the law on these matters. If a court were to rule against us in this litigation, our only recourse would be against our customer, who failed to remit the Misdirected Payments to us as required when received, and who may not have capacity to make such payment to us. Consequently, we could incur losses up to the full amount of the Misdirected Payments in such event, which could be material to our business, financial condition and results of operations.

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, 2020.

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

None.

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						Statement of Designation of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, dated June 17, 2020, incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on June 19, 2020.

3.4						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.

3.5						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						Second 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 April 27, 2021.

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.

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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						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		TRIUMPH BANCORP, INC.
		(Registrant)

Date:	July 21, 2021	/s/ Aaron P. Graft
		Aaron P. Graft President and Chief Executive Officer

Date:	July 21, 2021	/s/ R. Bryce Fowler
		R. Bryce Fowler Chief Financial Officer

100