Triumph Financial, Inc. - Quarter Report: 2023 March (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 March 31, 2023


☐			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 FINANCIAL, 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, 23,370,805 shares, as of April 21, 2023.

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

TFIN

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

TFINP

NASDAQ Global Select Market

Table of Contents

TRIUMPH FINANCIAL, INC.

FORM 10-Q

March 31, 2023

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets	2
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Changes in Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Condensed Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	75

Item 4.	Controls and Procedures	76

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	76

Item 1A.	Risk Factors	77

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	77

Item 3.	Defaults Upon Senior Securities	77

Item 4.	Mine Safety Disclosures	77

Item 5.	Other Information	78

Item 6.	Exhibits	78

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2023 and December 31, 2022

(Dollar amounts in thousands)


	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Cash and due from banks	$	83,204	$	133,889
Interest bearing deposits with other banks	334,511		274,293
Total cash and cash equivalents	417,715		408,182
Securities - equity investments with readily determinable fair values	4,498		5,191
Securities - available for sale	317,097		254,504
Securities - held to maturity, net of allowance for credit losses of $2,585 and $2,444, respectively, fair value of $5,184 and $5,476, respectively	3,868		4,077
Loans held for sale	3,954		5,641
Loans, net of allowance for credit losses of $42,245 and $42,807, respectively	4,267,761		4,077,484
Federal Home Loan Bank and other restricted stock	24,506		6,252
Premises and equipment, net	115,639		103,339

Goodwill	233,709		233,709
Intangible assets, net	32,250		32,058
Bank-owned life insurance	41,594		41,493
Deferred tax asset, net	11,562		16,473
Other assets	154,032		145,380
Total assets	$	5,628,185	$	5,333,783
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Noninterest bearing	$	1,727,749	$	1,756,680
Interest bearing	2,311,245		2,414,656
Total deposits	4,038,994		4,171,336
Customer repurchase agreements	3,208		340
Federal Home Loan Bank advances	530,000		30,000
Subordinated notes	108,016		107,800
Junior subordinated debentures	41,299		41,158
Other liabilities	79,452		94,178
Total liabilities	4,800,969		4,444,812
Commitments and contingencies - See Note 8 and Note 9
Stockholders' equity - See Note 12
Preferred stock	45,000		45,000
Common stock, 23,370,515 and 24,053,585 shares outstanding, respectively	287		283
Additional paid-in-capital	539,241		534,790
Treasury stock, at cost	(260,453)		(182,658)
Retained earnings	508,665		498,456
Accumulated other comprehensive income (loss)	(5,524)		(6,900)
Total stockholders’ equity	827,216		888,971
Total liabilities and stockholders' equity	$	5,628,185	$	5,333,783

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended March 31, 2023 and 2022

(Dollar amounts in thousands, except per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2023		2022
Interest and dividend income:
Loans, including fees	$	52,538	$	40,847
Factored receivables, including fees	40,904		61,206
Securities	4,113		1,178
FHLB and other restricted stock	125		76
Cash deposits	2,994		128
Total interest income	100,674		103,435
Interest expense:
Deposits	3,202		1,561
Subordinated notes	1,309		1,299
Junior subordinated debentures	1,034		454
Other borrowings	1,747		42
Total interest expense	7,292		3,356
Net interest income	93,382		100,079
Credit loss expense (benefit)	2,613		501
Net interest income after credit loss expense (benefit)	90,769		99,578
Noninterest income:
Service charges on deposits	1,713		1,963
Card income	1,968		2,011
Net OREO gains (losses) and valuation adjustments	—		(132)

Net gains (losses) on sale of loans	(84)		(66)
Fee income	6,150		5,703
Insurance commissions	1,593		1,672
Other	(318)		(30)
Total noninterest income	11,022		11,121
Noninterest expense:
Salaries and employee benefits	54,686		46,284
Occupancy, furniture and equipment	6,703		6,436
FDIC insurance and other regulatory assessments	345		411
Professional fees	3,085		3,659
Amortization of intangible assets	2,850		3,108
Advertising and promotion	1,344		1,202
Communications and technology	10,852		9,112
Other	9,416		8,352
Total noninterest expense	89,281		78,564
Net income before income tax expense	12,510		32,135
Income tax expense	1,500		7,806
Net income	$	11,010	$	24,329
Dividends on preferred stock	(801)		(801)
Net income available to common stockholders	$	10,209	$	23,528
Earnings per common share
Basic	$	0.44	$	0.95
Diluted	$	0.43	$	0.93

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2023 and 2022

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended March 31,
	2023		2022
Net income	$	11,010	$	24,329
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period	1,748		(2,901)
Tax effect	(372)		690
Unrealized holding gains (losses) arising during the period, net of taxes	1,376		(2,211)
Reclassification of amount realized through sale or call of securities	—		—
Tax effect	—		—
Reclassification of amount realized through sale or call of securities, net of taxes	—		—
Change in unrealized gains (losses) on securities, net of tax	1,376		(2,211)

Unrealized gains (losses) on derivative financial instruments:
Unrealized holding gains (losses) arising during the period	—		3,152
Tax effect	—		(754)
Unrealized holding gains (losses) arising during the period, net of taxes	—		2,398
Reclassification of amount of (gains) losses recognized into income	—		(217)
Tax effect	—		53
Reclassification of amount of (gains) losses recognized into income, net of taxes	—		(164)
Change in unrealized gains (losses) on derivative financial instruments	—		2,234

Total other comprehensive income (loss)	1,376		23
Comprehensive income	$	12,386	$	24,352

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2023 and 2022

(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, 2023	$	45,000	24,053,585	$	283	$	534,790	4,268,131	$	(182,658)	$	498,456	$	(6,900)	$	888,971
Issuance of restricted stock awards	—		6,852	—		—		—	—		—		—		—
Vesting of restricted stock units	—		366,892	4		(4)		—	—		—		—		—
Stock option exercises, net	—		758	—		(33)		—	—		—		—		(33)
Issuance of common stock pursuant to the Employee Stock Purchase Plan	—		21,057	—		997		—	—		—		—		997
Stock based compensation	—		—	—		2,881		—	—		—		—		2,881
Forfeiture of restricted stock awards	—		(10,961)	—		610		10,961	(610)		—		—		—
Purchase of treasury stock, net	—		(1,067,668)	—		—		1,067,668	(77,185)		—		—		(77,185)
Dividends on preferred stock	—		—	—		—		—	—		(801)		—		(801)
Net income	—		—	—		—		—	—		11,010		—		11,010
Other comprehensive income (loss)	—		—	—		—		—	—		—		1,376		1,376
Balance, March 31, 2023	$	45,000	23,370,515	$	287	$	539,241	5,346,760	$	(260,453)	$	508,665	$	(5,524)	$	827,216


	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, 2022	$	45,000	25,158,879	$	283	$	510,939	3,102,801	$	(104,743)	$	399,351	$	8,034	$	858,864
Issuance of restricted stock awards	—		5,502	—		—		—	—		—		—		—
Stock option exercises, net	—		2,021	—		(74)		—	—		—		—		(74)
Stock based compensation	—		—	—		4,952		—	—		—		—		4,952
Forfeiture of restricted stock awards	—		(487)	—		46		487	(46)		—		—		—
Issuance of common stock pursuant to the Employee Stock Purchase Plan	—		10,585	—		688		—	—		—		—		688
Purchase of treasury stock, net	—		(14,810)	—		—		14,810	(1,316)		—		—		(1,316)
Dividends on preferred stock	—		—	—		—		—	—		(801)		—		(801)
Net income	—		—	—		—		—	—		24,329		—		24,329
Other comprehensive income (loss)	—		—	—		—		—	—		—		23		23
Balance, March 31, 2022	$	45,000	25,161,690	$	283	$	516,551	3,118,098	$	(106,105)	$	422,879	$	8,057	$	886,665

See accompanying condensed notes to consolidated financial statements.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2023 and 2022

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net income	$	11,010	$	24,329
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	3,084		2,950
Net accretion on loans	(1,810)		(1,536)
Amortization of subordinated notes issuance costs	216		212
Amortization of junior subordinated debentures	141		135
Net (accretion) amortization on securities	(202)		(242)
Amortization of intangible assets	2,850		3,108
Deferred taxes	4,540		(127)
Credit loss expense (benefit)	2,613		501
Stock based compensation	2,881		4,952

Net (gains) losses on equity securities	(90)		419
Net OREO (gains) losses and valuation adjustments	—		132
Origination of loans held for sale	(1,101)		(4,300)

Proceeds from sale of loans originated or purchased for sale	1,110		3,874
Net (gains) losses on sale of loans	84		66
Net change in operating leases	(3)		(19)
(Increase) decrease in other assets	(9,408)		9,121
Increase (decrease) in other liabilities	(14,888)		7,550
Net cash provided by (used in) operating activities	1,027		51,125
Cash flows from investing activities:
Proceeds from sales of equity securities	783		—
Purchases of securities available for sale	(64,507)		(29,131)

Proceeds from maturities, calls, and pay downs of securities available for sale	3,820		17,415
Proceeds from maturities, calls, and pay downs of securities held to maturity	112		213
Purchases of loans held for investment	(9,208)		(38,113)
Proceeds from sale of loans	34,687		7,444
Net change in loans	(214,005)		(58,730)
Purchases of premises and equipment, net	(15,384)		(2,579)
Net proceeds from sale of OREO	—		9
(Purchases) redemptions of FHLB and other restricted stock, net	(18,254)		(2,050)

Acquired intangible assets	(3,042)		—

Net cash provided by (used in) investing activities	(284,998)		(105,522)
Cash flows from financing activities:
Net increase (decrease) in deposits	(132,342)		62,805
Increase (decrease) in customer repurchase agreements	2,868		765
Increase (decrease) in Federal Home Loan Bank advances	500,000		50,000

Repayment of other borrowings	—		(27,144)
Preferred dividends	(801)		(801)
Stock option exercises, net	(33)		(74)
Proceeds from employee stock purchase plan common stock issuance	997		688
Purchase of treasury stock, net	(77,185)		(1,316)
Net cash provided by (used in) financing activities	293,504		84,923
Net increase (decrease) in cash and cash equivalents	9,533		30,526
Cash and cash equivalents at beginning of period	408,182		383,178
Cash and cash equivalents at end of period	417,715		413,704

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2023 and 2022

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended March 31,
	2023		2022
Supplemental cash flow information:
Interest paid	$	5,747	$	3,405
Income taxes paid, net	$	1,905	$	70
Cash paid for operating lease liabilities	$	1,293	$	1,192
Supplemental noncash disclosures:

Loans held for investment transferred to loans held for sale	$	33,147	$	1,932
Assets transferred to assets held for sale	$	—	$	260,085
Deposits transferred to deposits held for sale	$	—	$	377,698
Lease liabilities arising from obtaining right-of-use assets	$	455	$	—

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Triumph Financial, Inc. (collectively with its subsidiaries, “Triumph Financial”, or the “Company” as applicable) is a financial holding company headquartered in Dallas, Texas, offering a diversified line of payments, factoring and banking services. 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 factoring subsidiary Triumph Financial Services LLC ("Triumph Financial Services"), and 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, 2022. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

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 considers 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 Financial, 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 Triumph Financial Services 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 presentment, audit, and payment of over-the-road trucking 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 as well as management and administrative expenses that support the overall operations of the Company such as human resources, accounting, finance, risk management and information technology expense.

For further discussion of management's operating segments and allocation methodology, see Note 16 – Business Segment Information.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Adoption of New Accounting Standards

In March 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-02, "Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures" ("ASU 2022-02"). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings ("TDRs") in ASC 310-40, "Receivables - Troubled Debt Restructurings by Creditors" for entities that have adopted the current expected credit loss ("CECL") model introduced by ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13"). ASU 2022-02 also requires that public business entities disclose current-period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, "Financial Instruments—Credit Losses—Measured at Amortized Cost".

The Company adopted ASU 2022-02 effective January 1, 2023 on a prospective basis. Adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

NOTE 2 — ACQUISITIONS AND DIVESTITURES

Equipment Loan Sale

During the quarter ended June 30, 2022, the Company made the decision to sell a portfolio of equipment loans for cash consideration. The sale closed on June 23, 2022. A summary of the carrying amount of the assets sold and the gain on sale is as follows:


(Dollars in thousands)
Equipment loans	$	191,167
Accrued interest receivable	$	1,587
Assets sold	$	192,754

Cash consideration	$	197,454
Return of premium liability	$	(708)
Total consideration	$	196,746
Transaction costs	$	73
Gain on sale, net of transaction costs	$	3,919

The associated agreement contains a provision that in the event that a sold loan is prepaid in full prior to the due date of the final scheduled contractual payment, the Company will return a pro-rata portion of the premium calculated as of the date of such prepayment in full. As this transaction qualified as a sale of a group of entire financial assets, management must recognize, as proceeds, any assets obtained and liabilities incurred. Thus, management recorded a $708,000 liability for the potential return of premium measured at fair value as of the date of close. Management has elected the fair value option to account for the liability. It is recorded in other liabilities in the Company's Consolidated Balance Sheet and is marked to fair value through earnings at each reporting period. For further discussion of changes in the fair value of the return of premium liability and the period end balance, see Note 10 – Fair Value Disclosures.

The gain on sale, net of transaction costs, was included in net gains (losses) on sale of loans in the Company’s Consolidated Statements of Income during the three months ended June 30, 2022 and was allocated to the Banking segment.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Factored Receivable Disposal Group

On June 30, 2022 and September 6, 2022, the Company entered into and closed two separate agreements to sell two separate portfolios of factored receivables. A summary of the carrying amounts of the assets and liabilities sold and the gains on sale are as follows:


(Dollars in thousands)	June 30, 2022		September 6, 2022		Total
Factored receivables	$	67,888	$	20,131	$	88,019
Accrued interest and fee income	—		17		17
Assets held for sale	$	67,888	$	20,148	$	88,036

Customer reserve noninterest bearing deposits	$	9,682	$	1,149	$	10,831
Liabilities held for sale	$	9,682	$	1,149	$	10,831
Net assets sold	$	58,206	$	18,999	$	77,205
Cash consideration	$	66,292	$	19,054	$	85,346
Revenue share asset	5,210		1,027		6,237
Total consideration	$	71,502	$	20,081	$	91,583
Transaction costs	82		49		131
Gain on sale, net of transaction costs	$	13,214	$	1,033	$	14,247

The June 30, 2022 and September 6, 2022 agreements contain revenue share provisions that entitle the Company to amounts equal to fifteen percent and a range of fifteen to twenty percent, depending on client, respectively, of the future gross monthly revenue of the clients associated with the sold factored receivable portfolios. As these transactions qualified as sales of a group of entire financial assets, management recognized, as proceeds, the assets obtained and liabilities incurred. Thus, management recorded revenue share assets for the contractual right to receive future cash flows from a third party measured at fair value as of the date of close for the June 30, 2022 and September 6, 2022 agreements totaling $5,210,000 and $1,027,000, respectively. These are financial assets for which management elected the fair value option. They are recorded in other assets in the Company's Consolidated Balance Sheet and are marked to fair value through earnings at each reporting period.

For further discussion of changes in the fair value of the revenue share provisions and the period end balance, see Note 10 – Fair Value Disclosures.

The gains on sale, net of transaction costs, were included in net gains (losses) on sale of loans in the Company’s Consolidated Statements of Income during the three months ended June 30, 2022 and September 30, 2022, respectively, and were allocated to the Factoring segment.

NOTE 3 — SECURITIES

Equity Securities With Readily Determinable Fair Values

The Company held equity securities with readily determinable fair values of $4,498,000 and $5,191,000 at March 31, 2023 and December 31, 2022, respectively. The gross realized and unrealized gains and 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 March 31,
(Dollars in thousands)		2023		2022
Unrealized gains (losses) on equity securities held at the reporting date		$	72	$	(419)
Realized gains (losses) on equity securities sold during the period		18		—
		$	90	$	(419)

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Equity Securities Without Readily Determinable Fair Values

The following table summarizes the Company's investments in equity securities without readily determinable fair values:


(Dollars in thousands)	March 31, 2023		December 31, 2022
Equity Securities without readily determinable fair value, at cost	$	57,349	$	39,019
Upward adjustments based on observable price changes, cumulative	10,163		10,163
Equity Securities without readily determinable fair value, carrying value	$	67,512	$	49,182

Equity securities without readily determinable fair values include Federal Home Loan Bank and other restricted stock, which are reported separately in the Company's consolidated balance sheets. Equity securities without readily determinable fair values also include the Company's investment in the common stock of Warehouse Solutions Inc. discussed below and other investments, which are included in other assets in the Company's consolidated balance sheets.

There were no realized or unrealized gains or losses recognized on equity securities without readily determinable fair values during the three months ended March 31, 2023 and 2022.

On October 17, 2019, the Company made a minority equity investment of $8,000,000 in Warehouse Solutions Inc. (“WSI”), purchasing 8% of the common stock of WSI and receiving warrants to purchase an additional 10% of the common stock of WSI upon exercise of the warrants at a later date. WSI provides technology solutions to help reduce supply chain costs for a global client base across multiple industries.

Although the Company held less than 20% of the voting stock of WSI, the investment in common stock was initially accounted for using the equity method as the Company’s representation on WSI’s board of directors, which was disproportionately larger in size than the common stock investment held, demonstrated that it had significant influence over the investee.

On June 10, 2022, the Company entered into two separate agreements with WSI. First, the Company entered into an Affiliate Agreement. The Affiliate Agreement canceled the Company’s outstanding warrants and modified the structure of the existing operating agreement to be consistent with TriumphPay operating as an open loop payments network. By modifying the operating agreement, the Company’s Payments segment operations now have greater ability to operate in the freight shipper audit space. As a result of the Affiliate Agreement, the Company recognized a total loss on impairment of the warrants of $3,224,000, which represented the full book balance of the warrants on the date the Affiliate Agreement was executed. The impairment loss was included in other noninterest income on the Company's consolidated statements of income during the three months ended June 30, 2022.

Separately, the Company also entered into an Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”). The Investor Rights Agreement eliminated the Company’s representation on WSI’s board of directors making the Company a completely passive investor. The Investor Rights Agreement also provided for the Company’s purchase of an additional 10% of WSI’s common stock for $23,000,000 raising the Company’s ownership of WSI’s common stock to 18%. As a passive investor, the Company no longer holds significant influence over the investee and the investment in WSI’s common stock no longer qualifies for equity method accounting. The investment in WSI’s common stock is now accounted for as an equity investment without a readily determinable fair value measured under the measurement alternative. The measurement alternative requires the Company to remeasure its investment in the common stock of WSI only upon the execution of an orderly and observable transaction in an identical or similar instrument.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company's additional investment in WSI under the Investor Rights Agreement qualified as an orderly and observable transaction for an identical investment in WSI, therefore the fair value of the Company's original 8% common stock investment was required to be adjusted from $4,925,000 at March 31, 2022 to $15,088,000, resulting in a gain of $10,163,000 that was recorded in other noninterest income on the Company's consolidated statements of income during the three months ended June 30, 2022. The Company's investment in WSI totaled $38,088,000 at March 31, 2023 and December 31, 2022 and has been allocated to the Payments segment.

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
March 31, 2023
Available for sale securities:
Mortgage-backed securities, residential	$	52,316	$	80	$	(4,441)	$	—	$	47,955
Asset-backed securities	6,333		—		(40)		—		6,293
State and municipal	13,462		6		(51)		—		13,417
CLO securities	249,620		281		(3,032)		—		246,869
Corporate bonds	769		2		(1)		—		770
SBA pooled securities	1,864		19		(90)		—		1,793
Total available for sale securities	$	324,364	$	388	$	(7,655)	$	—	$	317,097


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrecognized Losses		Fair Value
March 31, 2023
Held to maturity securities:
CLO securities	$	6,453	$	332	$	(1,601)	$	5,184
Allowance for credit losses	(2,585)
Total held to maturity securities, net of ACL	$	3,868


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
December 31, 2022
Available for sale securities:
Mortgage-backed securities, residential	$	55,329	$	235	$	(4,931)	$	—	$	50,633
Asset-backed securities	6,389		—		(58)		—		6,331
State and municipal	13,553		1		(116)		—		13,438
CLO Securities	185,068		161		(4,218)		—		181,011
Corporate bonds	1,270		1		(8)		—		1,263
SBA pooled securities	1,910		29		(111)		—		1,828
Total available for sale securities	$	263,519	$	427	$	(9,442)	$	—	$	254,504


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrecognized Losses		Fair Value
December 31, 2022
Held to maturity securities:
CLO securities	$	6,521	$	458	$	(1,503)	$	5,476
Allowance for credit losses	(2,444)
Total held to maturity securities, net of ACL	$	4,077

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The amortized cost and estimated fair value of securities at March 31, 2023, 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	$	1,329	$	1,326	$	—	$	—
Due from one year to five years	1,949		1,932		—		—
Due from five years to ten years	71,056		69,699		6,453		5,184
Due after ten years	189,517		188,099		—		—
	263,851		261,056		6,453		5,184
Mortgage-backed securities, residential	52,316		47,955		—		—
Asset-backed securities	6,333		6,293		—		—
SBA pooled securities	1,864		1,793		—		—
	$	324,364	$	317,097	$	6,453	$	5,184

There were no sales of securities during the three months ended March 31, 2023 and 2022.

Debt securities with a carrying amount of approximately $67,514,000 and $93,813,000 at March 31, 2023 and December 31, 2022, 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 $3,188,000 and $2,593,000 at March 31, 2023 and December 31, 2022, respectively, and was included in other assets on the Company's consolidated balance sheets. There was no accrued interest related to debt securities reversed against interest income for the three months ended March 31, 2023 and 2022.

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
March 31, 2023
Available for sale securities:
Mortgage-backed securities, residential	$	20,508	$	(1,086)	$	19,774	$	(3,355)	$	40,282	$	(4,441)
Asset-backed securities	4,994		(6)		1,300		(34)		6,294		(40)
State and municipal	11,348		(35)		486		(16)		11,834		(51)
CLO securities	98,287		(590)		77,951		(2,442)		176,238		(3,032)
Corporate bonds	500		(1)		—		—		500		(1)
SBA pooled securities	1		—		1,239		(90)		1,240		(90)
	$	135,638	$	(1,718)	$	100,750	$	(5,937)	$	236,388	$	(7,655)

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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, 2022
Available for sale securities:
Mortgage-backed securities, residential	$	26,030	$	(1,507)	$	15,828	$	(3,424)	$	41,858	$	(4,931)
Asset-backed securities	1,337		(52)		4,994		(6)		6,331		(58)
State and municipal	12,680		(116)		—		—		12,680		(116)
CLO Securities	151,572		(3,407)		19,439		(811)		171,011		(4,218)
Corporate bonds	261		(8)		—		—		261		(8)
SBA pooled securities	1,262		(111)		—		—		1,262		(111)
	$	193,142	$	(5,201)	$	40,261	$	(4,241)	$	233,403	$	(9,442)

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 March 31, 2023, the Company had 135 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 March 31, 2023, 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 the Company carried no allowance for credit losses on available for sale debt securities at March 31, 2023.

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


(Dollars in thousands)	Three Months Ended March 31,
Held to Maturity CLO Securities		2023		2022
Allowance for credit losses:
Beginning balance		$	2,444	$	2,082
Credit loss expense		141		373
Allowance for credit losses ending balance		$	2,585	$	2,455

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 March 31, 2023 and December 31, 2022, 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. At March 31, 2023, $4,962,000 of the Company’s held to maturity securities were classified as nonaccrual.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans Held for Sale

The following table presents loans held for sale:


(Dollars in thousands)	March 31, 2023		December 31, 2022

Commercial	$	3,954	$	5,641
Total loans held for sale	$	3,954	$	5,641

Loans Held for Investment

Loans

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


	March 31, 2023						December 31, 2022
(Dollars in thousands)	Amortized Cost		Unpaid Principal		Difference		Amortized Cost		Unpaid Principal		Difference
Commercial real estate	$	695,160	$	696,121	$	(961)	$	678,144	$	679,239	$	(1,095)
Construction, land development, land	98,311		98,676		(365)		90,976		91,147		(171)
1-4 family residential	132,010		132,218		(208)		125,981		126,185		(204)
Farmland	67,596		67,797		(201)		68,934		69,185		(251)
Commercial	1,239,952		1,249,394		(9,442)		1,251,110		1,262,493		(11,383)
Factored receivables	1,178,104		1,182,374		(4,270)		1,237,449		1,241,032		(3,583)
Consumer	8,913		8,915		(2)		8,868		8,871		(3)
Mortgage warehouse	889,960		889,960		—		658,829		658,829		—
Total loans held for investment	4,310,006		$	4,325,455	$	(15,449)	4,120,291		$	4,136,981	$	(16,690)
Allowance for credit losses	(42,245)						(42,807)
	$	4,267,761					$	4,077,484

The difference between the amortized cost and the unpaid principal is due to (1) premiums and discounts associated with acquired loans totaling $11,009,000 and $13,383,000 at March 31, 2023 and December 31, 2022, respectively, and (2) net deferred origination and factoring fees totaling $4,440,000 and $3,307,000 at March 31, 2023 and December 31, 2022, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $21,751,000 and $19,279,000 at March 31, 2023 and December 31, 2022, respectively, and was included in other assets on the Company's consolidated balance sheets.

At March 31, 2023 and December 31, 2022, the Company had $203,171,000 and $249,288,000, 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 March 31, 2023 and December 31, 2022 the balance of the Over-Formula Advance Portfolio, acquired from Transport Financial Solutions during 2020, included in factored receivables was $7,772,000 and $8,202,000, respectively. These balances were fully reserved as of those respective dates.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At March 31, 2023 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 separate from the acquired Over-Formula Advances. 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. We are a party to litigation in the United States Court of Federal Claims against the USPS 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 continue to 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 March 31, 2023.

Loans with carrying amounts of $1,517,997,000 and $1,356,922,000 at March 31, 2023 and December 31, 2022, 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.

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 March 31, 2023
Commercial real estate	$	4,459	$	(237)	$	—	$	70	$	4,292
Construction, land development, land	1,155		(17)		—		1		1,139
1-4 family residential	838		169		(5)		2		1,004
Farmland	483		(11)		—		—		472
Commercial	15,918		947		(222)		40		16,683
Factored receivables	19,121		550		(2,293)		203		17,581
Consumer	175		21		(138)		127		185
Mortgage warehouse	658		231		—		—		889
	$	42,807	$	1,653	$	(2,658)	$	443	$	42,245


(Dollars in thousands)	Beginning Balance		Credit Loss Expense		Charge-offs		Recoveries		Ending Balance
Three months ended March 31, 2022
Commercial real estate	$	3,961	$	(340)	$	(108)	$	14	$	3,527
Construction, land development, land	827		73		—		1		901
1-4 family residential	468		(21)		—		3		450
Farmland	562		(441)		—		—		121
Commercial	14,485		(607)		(724)		61		13,215
Factored receivables	20,915		2,235		(708)		29		22,471
Consumer	226		41		(111)		19		175
Mortgage warehouse	769		(76)		—		—		693
	$	42,213	$	864	$	(1,651)	$	127	$	41,553

The decrease in required ACL during the three months ended March 31, 2023 is a function of net charge-offs of $2,215,000 and credit loss expense of $1,653,000.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 PPP), 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. The Company also forecasts prepayments speeds for use in the DCF models with higher prepayment speeds resulting in lower required ACL levels and vice versa for shorter prepayment speeds. These assumed prepayment speeds are based upon our historical prepayment speeds by loan type adjusted for the expected impact of the future interest rate environment. The impact of these assumed prepayment speeds is lesser in magnitude than the aforementioned loss driver assumptions.

For all DCF models at March 31, 2023, 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 March 31, 2023 as compared to December 31, 2022, the Company forecasted a slight decrease national unemployment, a steeper decrease in one-year percentage change in national retail sales, a steeper decrease in one-year percentage change in the national home price index, and a minimal change in one-year percentage change in national gross domestic product. At March 31, 2023 for national unemployment, the Company projected a low percentage in the first quarter followed by a gradual rise in the following three quarters. For percentage change in national retail sales, the Company projected a near-zero level in the first projected quarter followed by a decline to negative levels over the last three projected quarters to a level below recent actual periods. For percentage changes in national home price index and national gross domestic product, the Company projected declines over the last three projected quarters to negative levels below recent actual periods. At March 31, 2023, the Company slowed its historical prepayment speeds in response to the expected interest rate environment in the macro economy.

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 three months ended March 31, 2023, changes in projected loss drivers and prepayment assumptions over the reasonable and supportable forecast period increased the required ACL by $383,000. Decreases in required specific reserves decreased the required ACL at March 31, 2023 by $911,000. Changes in loan volume and mix during the three months ended March 31, 2023 did not have a material impact on the ACL during the period. Net charge-offs during the period were $2,215,000.

For the three months ended March 31, 2022, changes in projected loss drivers and prepayment assumptions over the reasonable and supportable forecast period decreased the required ACL by $1,017,000. Increases in required specific reserves increased the required ACL at March 31, 2022 by $879,000. Changes in loan volume and mix during the three months ended March 31, 2022 decreased the required ACL by $522,000. Net charge-offs during the period were $1,524,000.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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
March 31, 2023
Commercial real estate	$	563	$	—	$	—	$	2,299	$	2,862	$	32
Construction, land development, land	—		—		—		—		—		—
1-4 family residential	1,180		—		—		45		1,225		126
Farmland	419		—		104		131		654		—
Commercial	112		—		3,213		10,203		13,528		5,402
Factored receivables	—		39,481		—		—		39,481		11,701
Consumer	—		—		—		89		89		—
Mortgage warehouse	—		—		—		—		—		—
Total	$	2,274	$	39,481	$	3,317	$	12,767	$	57,839	$	17,261

At March 31, 2023 the balance of the Over-Formula Advance Portfolio included in factored receivables was $7,772,000 and was fully reserved. At March 31, 2023 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, 2022
Commercial real estate	$	1,003	$	—	$	—	$	140	$	1,143	$	283
Construction, land development, land	150		—		—		—		150		—
1-4 family residential	1,342		—		—		49		1,391		108
Farmland	196		—		108		96		400		—
Commercial	193		—		5,334		10,370		15,897		4,737
Factored receivables	—		42,409		—		—		42,409		13,042
Consumer	—		—		—		91		91		—
Mortgage warehouse	—		—		—		—		—		—
Total	$	2,884	$	42,409	$	5,442	$	10,746	$	61,481	$	18,170

At December 31, 2022 the balance of the Over-Formula Advance Portfolio included in factored receivables was $8,202,000 and carried an ACL allocation of $8,202,000. At December 31, 2022 the balance of Misdirected Payments included in factored receivables was $19,361,000 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
March 31, 2023
Commercial real estate	$	919	$	—	$	1,058	$	1,977	$	693,183	$	695,160	$	—
Construction, land development, land	298		—		—		298		98,013		98,311		—
1-4 family residential	782		227		725		1,734		130,276		132,010		—
Farmland	402		33		—		435		67,161		67,596		—
Commercial	992		3,180		3,458		7,630		1,232,322		1,239,952		—
Factored receivables	21,233		5,676		32,897		59,806		1,118,298		1,178,104		32,897
Consumer	146		14		9		169		8,744		8,913		—
Mortgage warehouse	—		—		—		—		889,960		889,960		—
Total	$	24,772	$	9,130	$	38,147	$	72,049	$	4,237,957	$	4,310,006	$	32,897

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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, 2022
Commercial real estate	$	1,301	$	—	$	455	$	1,756	$	676,388	$	678,144	$	—
Construction, land development, land	—		—		145		145		90,831		90,976		—
1-4 family residential	936		531		776		2,243		123,738		125,981		—
Farmland	—		—		—		—		68,934		68,934		—
Commercial	1,630		3,139		2,847		7,616		1,243,494		1,251,110		—
Factored receivables	42,797		12,651		37,142		92,590		1,144,859		1,237,449		37,142
Consumer	52		41		2		95		8,773		8,868		—
Mortgage warehouse	—		—		—		—		658,829		658,829		—
Total	$	46,716	$	16,362	$	41,367	$	104,445	$	4,015,846	$	4,120,291	$	37,142

At March 31, 2023 and December 31, 2022, total past due Over-Formula Advances recorded in factored receivables was $7,772,000 and $8,202,000, respectively, all of which was considered past due 90 days or more. At March 31, 2023 and December 31, 2022, the Misdirected Payments totaled $19,361,000, all of which 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. 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:


	March 31, 2023				December 31, 2022
(Dollars in thousands)	Total Nonaccrual		Nonaccrual With No ACL		Total Nonaccrual		Nonaccrual With No ACL
Commercial real estate	$	2,598	$	2,468	$	871	$	319
Construction, land development, land	—		—		150		150
1-4 family residential	1,226		1,020		1,391		1,238
Farmland	654		654		400		400
Commercial	13,529		3,273		15,393		3,662
Factored receivables	—		—		—		—
Consumer	89		89		91		91
Mortgage warehouse	—		—		—		—
	$	18,096	$	7,504	$	18,296	$	5,860

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


	Three Months Ended March 31,
(Dollars in thousands)		2023		2022
Commercial real estate		$	16	$	—
Construction, land development, land		—		—
1-4 family residential		—		—
Farmland		22		—
Commercial		7		4
Factored receivables		—		—
Consumer		—		—
Mortgage warehouse		—		—
		$	45	$	4

There was no interest earned on nonaccrual loans during the three months ended March 31, 2023 and 2022.

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(Unaudited)

The following table presents information regarding nonperforming loans:


(Dollars in thousands)	March 31, 2023		December 31, 2022
Nonaccrual loans	$	18,096	$	18,296
Factored receivables greater than 90 days past due	25,125		28,940
Other nonperforming factored receivables(1)	276		491
Troubled debt restructurings accruing interest	—		503
	$	43,497	$	48,230

(1)Other nonperforming factored receivables represent the portion of the Over-Formula Advance Portfolio that is not covered by Covenant's indemnification as well as other nonperforming factored receivables less than 90 days past due. 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.

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 March 31, 2023 and December 31, 2022, based on the most recent analysis performed, the risk category of loans is as follows:

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


													Revolving Loans		Revolving Loans Converted To Term Loans		Total
(Dollars in thousands)	Year of Origination
March 31, 2023	2023		2022		2021		2020		2019		Prior
Commercial real estate
Pass	$	39,937	$	213,434	$	160,658	$	193,211	$	27,623	$	49,660	$	2,665	$	423	$	687,611
Classified	755		3,748		423		2,568		39		16		—		—		7,549
Total commercial real estate	$	40,692	$	217,182	$	161,081	$	195,779	$	27,662	$	49,676	$	2,665	$	423	$	695,160
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Construction, land development, land
Pass	$	22,290	$	61,733	$	6,550	$	3,398	$	3,146	$	459	$	735	$	—	$	98,311
Classified	—		—		—		—		—		—		—		—		—
Total construction, land development, land	$	22,290	$	61,733	$	6,550	$	3,398	$	3,146	$	459	$	735	$	—	$	98,311
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

1-4 family residential
Pass	$	9,364	$	25,699	$	21,231	$	8,811	$	2,745	$	23,886	$	38,378	$	590	$	130,704
Classified	46		30		136		6		53		966		69		—		1,306
Total 1-4 family residential	$	9,410	$	25,729	$	21,367	$	8,817	$	2,798	$	24,852	$	38,447	$	590	$	132,010
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	5	$	—	$	—	$	5

Farmland
Pass	$	3,852	$	15,682	$	6,706	$	8,095	$	2,757	$	23,748	$	1,105	$	200	$	62,145
Classified	3,848		927		—		118		104		454		—		—		5,451
Total farmland	$	7,700	$	16,609	$	6,706	$	8,213	$	2,861	$	24,202	$	1,105	$	200	$	67,596
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial
Pass	$	124,074	$	294,695	$	148,791	$	112,083	$	39,021	$	15,779	$	476,912	$	630	$	1,211,985
Classified	738		11,283		12,482		2,180		652		184		448		—		27,967
Total commercial	$	124,812	$	305,978	$	161,273	$	114,263	$	39,673	$	15,963	$	477,360	$	630	$	1,239,952
YTD gross charge-offs	$	1	$	—	$	5	$	216	$	—	$	—	$	—	$	—	$	222

Factored receivables
Pass	$	1,139,571	$	—	$	—	$	7,496	$	—	$	—	$	—	$	—	$	1,147,067
Classified	11,400		—		—		19,637		—		—		—		—		31,037
Total factored receivables	$	1,150,971	$	—	$	—	$	27,133	$	—	$	—	$	—	$	—	$	1,178,104
YTD gross charge-offs	$	—	$	2,293	$	—	$	—	$	—	$	—	$	—	$	—	$	2,293

Consumer
Pass	$	827	$	2,386	$	2,139	$	725	$	253	$	2,400	$	94	$	—	$	8,824
Classified	—		9		1		—		—		79		—		—		89
Total consumer	$	827	$	2,395	$	2,140	$	725	$	253	$	2,479	$	94	$	—	$	8,913
YTD gross charge-offs	$	114	$	13	$	7	$	2	$	—	$	2	$	—	$	—	$	138

Mortgage warehouse
Pass	$	889,960	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	889,960
Classified	—		—		—		—		—		—		—		—		—
Total mortgage warehouse	$	889,960	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	889,960
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total loans
Pass	$	2,229,875	$	613,629	$	346,075	$	333,819	$	75,545	$	115,932	$	519,889	$	1,843	$	4,236,607
Classified	16,787		15,997		13,042		24,509		848		1,699		517		—		73,399
Total loans	$	2,246,662	$	629,626	$	359,117	$	358,328	$	76,393	$	117,631	$	520,406	$	1,843	$	4,310,006
YTD gross charge-offs	$	115	$	2,306	$	12	$	218	$	—	$	7	$	—	$	—	$	2,658

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


													Revolving Loans		Revolving Loans Converted To Term Loans		Total
(Dollars in thousands)	Year of Origination
December 31, 2022	2022		2021		2020		2019		2018		Prior
Commercial real estate
Pass	$	231,427	$	156,895	$	198,541	$	28,033	$	17,786	$	35,658	$	3,675	$	—	$	672,015
Classified	3,668		551		1,855		39		—		16		—		—		6,129
Total commercial real estate	$	235,095	$	157,446	$	200,396	$	28,072	$	17,786	$	35,674	$	3,675	$	—	$	678,144

Construction, land development, land
Pass	$	71,236	$	11,328	$	4,535	$	3,186	$	35	$	506	$	—	$	—	$	90,826
Classified	—		—		5		—		—		145		—		—		150
Total construction, land development, land	$	71,236	$	11,328	$	4,540	$	3,186	$	35	$	651	$	—	$	—	$	90,976

1-4 family residential
Pass	$	26,306	$	22,639	$	9,536	$	2,929	$	3,528	$	20,910	$	38,361	$	300	$	124,509
Classified	137		199		7		53		1		1,006		69		—		1,472
Total 1-4 family residential	$	26,443	$	22,838	$	9,543	$	2,982	$	3,529	$	21,916	$	38,430	$	300	$	125,981

Farmland
Pass	$	18,190	$	7,291	$	10,027	$	2,699	$	6,742	$	18,569	$	1,016	$	204	$	64,738
Classified	1,062		2,796		120		108		—		110		—		—		4,196
Total farmland	$	19,252	$	10,087	$	10,147	$	2,807	$	6,742	$	18,679	$	1,016	$	204	$	68,934

Commercial
Pass	$	358,983	$	181,933	$	136,635	$	41,912	$	5,842	$	12,145	$	486,889	$	161	$	1,224,500
Classified	10,721		10,579		3,767		1,038		96		116		293		—		26,610
Total commercial	$	369,704	$	192,512	$	140,402	$	42,950	$	5,938	$	12,261	$	487,182	$	161	$	1,251,110

Factored receivables
Pass	$	1,196,912	$	—	$	7,710	$	—	$	—	$	—	$	—	$	—	$	1,204,622
Classified	12,974		—		19,853		—		—		—		—		—		32,827
Total factored receivables	$	1,209,886	$	—	$	27,563	$	—	$	—	$	—	$	—	$	—	$	1,237,449

Consumer
Pass	$	2,768	$	1,981	$	894	$	304	$	266	$	2,418	$	147	$	—	$	8,778
Classified	—		1		2		—		8		79		—		—		90
Total consumer	$	2,768	$	1,982	$	896	$	304	$	274	$	2,497	$	147	$	—	$	8,868

Mortgage warehouse
Pass	$	658,829	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	658,829
Classified	—		—		—		—		—		—		—		—		—
Total mortgage warehouse	$	658,829	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	658,829

Total loans
Pass	$	2,564,651	$	382,067	$	367,878	$	79,063	$	34,199	$	90,206	$	530,088	$	665	$	4,048,817
Classified	28,562		14,126		25,609		1,238		105		1,472		362		—		71,474
Total loans	$	2,593,213	$	396,193	$	393,487	$	80,301	$	34,304	$	91,678	$	530,450	$	665	$	4,120,291

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Loan Modifications to Borrowers Experiencing Financial Difficulty

The following table presents the amortized cost basis at the end of the reporting period of the loans modifications to borrowers experiencing financial difficulty:


		Term Extension
	Three Months Ended March 31, 2023
(Dollars in thousands)			Amortized Cost		% of Portfolio
Commercial real estate			$	119	—	%



Commercial			895		0.1	%

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:

Term Extension

Three Months Ended March 31, 2023

Commercial real estate

Modification added a weighted average 0.3 years to the life of the modified loans, which did not have a material impact on cash flows.

Commercial

Modification added a weighted average 0.3 years to the life of the modified loans, which did not have a material impact on cash flows.


	Payment Delay
	Three Months Ended March 31, 2023
(Dollars in thousands)	Amortized Cost		% of Portfolio
Commercial real estate	$	755	0.1	%

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:

Payment Delay

Three Months Ended March 31, 2023

Commercial real estate

Modification allowed for a weighted average 0.5 years of interest only payments with remaining balances due at maturity.

The following table presents the performance of loans that have been modified in the last twelve months:


	March 31, 2023
(Dollars in thousands)	Current		Past Due 30-89 Days		Past Due 90 Days or More
Commercial real estate	$	874	$	—	$	—



Commercial	895		—		—



	$	1,769	$	—	$	—

At March 31, 2023, the Company had $327,000 of commitments to lend additional funds to borrowers experiencing financial difficulty for which the Company modified the terms of the loans in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension during the current period.

There were no loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2023 and were modified in the twelve months prior to that default. Default is determined at 90 or more days past due, upon charge-off, or upon foreclosure. Modified loans in default are individually evaluated for the allowance for credit losses or if the modified loan is deemed uncollectible, the loan, or a portion of the loan, is written off and the allowance for credit losses is adjusted accordingly.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Residential Real Estate Loans In Process of Foreclosure

At March 31, 2023 and December 31, 2022, the Company had $136,000 and $129,000, 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)	March 31, 2023		December 31, 2022
Goodwill	$	233,709	$	233,709


	March 31, 2023						December 31, 2022
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Core deposit intangibles	$	43,578	$	(36,074)	$	7,504	$	43,578	$	(35,347)	$	8,231
Software intangible assets	16,932		(7,761)		9,171		16,932		(6,702)		10,230
Other intangible assets	33,452		(17,877)		15,575		30,410		(16,813)		13,597
	$	93,962	$	(61,712)	$	32,250	$	90,920	$	(58,862)	$	32,058

The changes in goodwill and intangible assets during the three months ended March 31, 2023 and 2022 are as follows:


	Three Months Ended March 31,
(Dollars in thousands)	2023		2022
Beginning balance	$	265,767	$	276,856

Acquired intangible assets	3,042		—
Acquired goodwill - measurement period adjustment	—		(18)
Goodwill transferred to assets held for sale	—		(3,217)
Intangible assets transferred to assets held for sale	—		(1,394)


Amortization of intangibles	(2,850)		(3,108)
Ending balance	$	265,959	$	269,119

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.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative is settled or terminated, or treatment of the derivative as a hedge is no longer appropriate or intended. During the three months ended March 31, 2022, the Company terminated its single derivative with a notional value totaling $200,000,000, resulting in a termination value of $9,316,000. During the three months ended March 31, 2022 and June 30, 2022, the Company reclassified $233,000 and $232,000, respectively, into earnings through interest expense in the consolidated statements of income. During the three months ended June 30, 2022, the Company terminated the hedged funding, incurring a termination fee of $732,000, which was recognized through interest expense in the consolidated statements of income, and reclassified the remaining $8,851,000 unrealized gain on the terminated derivative into earnings through other noninterest income in the consolidated statements of income.

The following table presents the pre-tax impact of the terminated cash flow hedge on AOCI:


	Three Months Ended March 31,
(Dollars in thousands)		2023		2022
Unrealized gains on terminated hedges
Beginning Balance		$	—	$	—
Unrealized gains arising during the period		—		9,316
Reclassification adjustments for amortization of unrealized (gains) into net income		—		(233)
Ending Balance		$	—	$	9,083

The Company did not have any derivative financial instruments at March 31, 2023 and December 31, 2022.

The table below presents the effect of 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 March 31, 2022
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	2,398	$	2,398	Interest Expense	$	(164)	$	(164)

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 $3,868,000 and $4,077,000 at March 31, 2023 and December 31, 2022, 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 as of March 31, 2023, 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:


	March 31, 2023						December 31, 2022
(Dollars in thousands)	Fixed Rate		Variable Rate		Total		Fixed Rate		Variable Rate		Total
Unused lines of credit	$	19,087	$	562,218	$	581,305	$	1,417	$	487,965	$	489,382
Standby letters of credit	$	14,524	$	5,924	$	20,448	$	12,309	$	4,897	$	17,206
Commitments to purchase loans	$	—	$	40,737	$	40,737	$	—	$	53,572	$	53,572
Mortgage warehouse commitments	$	—	$	828,659	$	828,659	$	—	$	1,055,117	$	1,055,117

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

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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 March 31, 2023 and December 31, 2022, the allowance for credit losses on off-balance sheet credit exposures totaled $4,425,000 and $3,606,000, 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 March 31,
(Dollars in thousands)		2023		2022
Credit loss expense (benefit)		$	819	$	(736)

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 2022 Form 10-K.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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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
March 31, 2023	Level 1		Level 2		Level 3
Assets measured at fair value on a recurring basis
Securities available for sale
Mortgage-backed securities, residential	$	—	$	47,955	$	—	$	47,955
Asset-backed securities	—		6,293		—		6,293
State and municipal	—		13,417		—		13,417
CLO securities	—		246,869		—		246,869
Corporate bonds	—		770		—		770
SBA pooled securities	—		1,793		—		1,793
	$	—	$	317,097	$	—	$	317,097

Equity securities with readily determinable fair values
Mutual fund	$	4,498	$	—	$	—	$	4,498

Loans held for sale	$	—	$	3,954	$	—	$	3,954

Indemnification asset	$	—	$	—	$	3,691	$	3,691

Revenue share asset	$	—	$	—	$	4,532	$	4,532

Liabilities measured at fair value on a recurring basis
Return of premium liability	$	—	$	—	$	476	$	476

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(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
December 31, 2022	Level 1		Level 2		Level 3
Assets measured at fair value on a recurring basis
Securities available for sale
Mortgage-backed securities, residential	$	—	$	50,633	$	—	$	50,633
Asset-backed securities	—		6,331		—		6,331
State and municipal	—		13,438		—		13,438
CLO Securities	—		181,011		—		181,011
Corporate bonds	—		1,263		—		1,263
SBA pooled securities	—		1,828		—		1,828
	$	—	$	254,504	$	—	$	254,504

Equity securities with readily determinable fair values
Mutual fund	$	5,191	$	—	$	—	$	5,191

Loans held for sale	$	—	$	5,641	$	—	$	5,641

Indemnification asset	$	—	$	—	$	3,896	$	3,896

Revenue share asset	$	—	$	—	$	5,515	$	5,515

Liabilities measured at fair value on a recurring basis
Return of premium liability	$	—	$	—	$	575	$	575

There were no transfers between levels during 2023 or 2022.

Indemnification Asset

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 acquired during 2020. 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 March 31, 2023 and December 31, 2022, the estimated cash payments expected to be received from Covenant for probable losses on the covered Over-Formula Advance Portfolio were approximately $3,886,000 and $4,101,000, respectively, and a discount rate of 5.0% and 5.0%, 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 March 31,
(Dollars in thousands)		2023		2022
Beginning balance		$	3,896	$	4,786
Indemnification asset recognized in business combination		—		—
Change in fair value of indemnification asset recognized in earnings		(205)		(204)
Indemnification reduction		—		—
Ending balance		$	3,691	$	4,582

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Revenue Share Asset

On June 30, 2022 and September 6, 2022, the Company entered into and closed two separate agreements to sell two separate portfolios of factored receivables. The June 30, 2022 agreement contains revenue share provisions that entitles the Company to an amount equal to fifteen percent of the future gross monthly revenue of the clients associated with the sold factored receivable portfolio. The September 6, 2022 agreement contains revenue share provisions that entitles the Company to an amount ranging from fifteen to twenty percent, depending on the client, of the future gross monthly revenue of the clients associated with the sold factored receivable portfolio. The fair value of the revenue share assets is calculated each reporting period, and changes in the fair value of the revenue share assets are recorded in noninterest income in the consolidated statements of income. The revenue share asset fair value is considered a Level 3 classification.

At March 31, 2023 and December 31, 2022, the estimated cash payments expected to be received from the purchaser for the Company's share of future gross monthly revenue as $6,196,000 and $7,613,000, respectively, and a discount rate of 10.0% was applied to calculate the present value of the revenue share asset. A reconciliation of the opening balance to the closing balance of the fair value of the revenue share asset is as follows:


	Three Months Ended March 31,
(Dollars in thousands)		2023		2022
Beginning balance		$	5,515	$	—
Revenue share asset recognized		—		—
Change in fair value of revenue share asset recognized in earnings		(620)		—
Revenue share payments received		(363)		—
Ending balance		$	4,532	$	—

Return of Premium Liability

On June 23, 2022, the Company made the decision to sell and closed on the sale of a portfolio of equipment loans for cash consideration. The associated agreement contains a provision that in the event that a sold loan is prepaid in full prior to the due date of the final scheduled contractual payment, the Company will return a pro-rata portion of the premium calculated as of the date of such prepayment in full. The fair value of the return of premium liability is calculated each reporting period, and changes in the fair value of the return of premium liability are recorded in noninterest income in the consolidated statements of income. The return of premium liability is considered a Level 3 classification. At March 31, 2023 and December 31, 2022, the fair value of the estimated premium expected to be returned to the purchaser for sold loans prepaid in full was calculated as the difference between the discounted cash flows of each sold loan assuming no prepayments and the discounted cash flows of each sold loan assuming an 11.0% and 11.0% prepayment speed, respectively; consistent with management's expected prepayment speed. A reconciliation of the opening balance to the closing balance of the fair value of the return of premium liability is as follows:


	Three Months Ended March 31,
(Dollars in thousands)		2023		2022
Beginning balance		$	575	$	—
Return of premium liability recognized in business combination		—		—
Change in fair value of return of premium liability recognized in earnings		(99)		—
Return of premium payments made		—		—
Ending balance		$	476	$	—

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets measured at fair value on a non-recurring basis are summarized in the table below. There were no liabilities measured at fair value on a non-recurring basis at March 31, 2023 and December 31, 2022.


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
March 31, 2023	Level 1		Level 2		Level 3
Collateral dependent loans
Commercial real estate	$	—	$	—	$	98	$	98
1-4 family residential	—		—		80		80
Commercial	—		—		4,855		4,855
Factored receivables	—		—		27,780		27,780



	$	—	$	—	$	32,813	$	32,813


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
December 31, 2022	Level 1		Level 2		Level 3
Collateral dependent loans
Commercial real estate	$	—	$	—	$	269	$	269
1-4 family residential	—		—		46		46
Commercial	—		—		6,994		6,994
Factored receivables	—		—		29,367		29,367





Equity investment without readily determinable fair value	38,088		—		—		38,088
	$	38,088	$	—	$	36,676	$	74,764

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.

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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 March 31, 2023 and December 31, 2022 were as follows:


(Dollars in thousands)	Carrying Amount		Fair Value Measurements Using						Total Fair Value
March 31, 2023			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	417,715	$	417,715	$	—	$	—	$	417,715
Securities - held to maturity	3,868		—		—		5,184		5,184
Loans not previously presented, gross	4,284,232		147,334		—		4,050,201		4,197,535
FHLB and other restricted stock	24,506		N/A		N/A		N/A		N/A
Accrued interest receivable	25,277		25,277		—		—		25,277

Financial liabilities:
Deposits	4,038,994		—		4,028,969		—		4,028,969
Customer repurchase agreements	3,208		—		3,208		—		3,208
Federal Home Loan Bank advances	530,000		—		530,000		—		530,000
Subordinated notes	108,016		—		107,301		—		107,301
Junior subordinated debentures	41,299		—		42,874		—		42,874
Accrued interest payable	4,018		4,018		—		—		4,018


(Dollars in thousands)	Carrying Amount		Fair Value Measurements Using						Total Fair Value
December 31, 2022			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	408,182	$	408,182	$	—	$	—	$	408,182
Securities - held to maturity	4,077		—		—		5,476		5,476
Loans not previously presented, gross	4,088,411		187,729		—		3,805,701		3,993,430
FHLB and other restricted stock	6,252		N/A		N/A		N/A		N/A
Accrued interest receivable	21,977		21,977		—		—		21,977

Financial liabilities:
Deposits	4,171,336		—		4,159,695		—		4,159,695
Customer repurchase agreements	340		—		340		—		340
Federal Home Loan Bank advances	30,000		—		30,000		—		30,000
Subordinated notes	107,800		—		104,400		—		104,400
Junior subordinated debentures	41,158		—		42,721		—		42,721
Accrued interest payable	2,830		2,830		—		—		2,830

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

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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 March 31, 2023 and December 31, 2022, the Company and TBK Bank meet all capital adequacy requirements to which they are subject.

As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 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
March 31, 2023	Amount		Ratio	Amount		Ratio	Amount		Ratio
Total capital (to risk weighted assets)
Triumph Financial, Inc.	$	764,665	15.5%	$	394,666	8.0%	N/A		N/A
TBK Bank, SSB	$	731,761	15.0%	$	390,273	8.0%	$	487,841	10.0%

Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.	$	617,106	12.5%	$	296,211	6.0%	N/A		N/A
TBK Bank, SSB	$	694,495	14.2%	$	293,449	6.0%	$	391,265	8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.	$	530,807	10.8%	$	221,170	4.5%	N/A		N/A
TBK Bank, SSB	$	694,495	14.2%	$	220,086	4.5%	$	317,903	6.5%

Tier 1 capital (to average assets)
Triumph Financial, Inc.	$	617,106	12.2%	$	202,330	4.0%	N/A		N/A
TBK Bank, SSB	$	694,495	13.7%	$	202,772	4.0%	$	253,465	5.0%

As of December 31, 2022
Total capital (to risk weighted assets)
Triumph Financial, Inc.	$	829,928	17.7%	$	375,109	8.0%	N/A		N/A
TBK Bank, SSB	$	732,785	15.8%	$	371,030	8.0%	$	463,788	10.0%

Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.	$	684,381	14.6%	$	281,252	6.0%	N/A		N/A
TBK Bank, SSB	$	697,022	15.0%	$	278,809	6.0%	$	371,745	8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.	$	598,223	12.7%	$	211,969	4.5%	N/A		N/A
TBK Bank, SSB	$	697,022	15.0%	$	209,107	4.5%	$	302,043	6.5%

Tier 1 capital (to average assets)
Triumph Financial, Inc.	$	684,381	13.0%	$	210,579	4.0%	N/A		N/A
TBK Bank, SSB	$	697,022	13.2%	$	211,219	4.0%	$	264,023	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 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”) was delayed for two years. After two years, the cumulative amount of the transition adjustments became 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 March 31, 2023 and December 31, 2022. 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 March 31, 2023 and December 31, 2022, 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 Financial, Inc.

Preferred Stock Series C


(Dollars in thousands, except per share amounts)	March 31, 2023			December 31, 2022
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


	March 31, 2023		December 31, 2022
Shares authorized	50,000,000		50,000,000
Shares issued	28,717,275		28,321,716
Treasury shares	(5,346,760)		(4,268,131)
Shares outstanding	23,370,515		24,053,585
Par value per share	$	0.01	$	0.01

Stock Repurchase Programs

On February 7, 2022, the Company announced that its board of directors had authorized the Company to repurchase up to $50,000,000 of its outstanding common stock. During the three months ended March 31, 2022, the Company repurchased 14,810 shares into treasury stock under the Company's stock repurchase program at an average price of $88.81, for a total of $1,316,000. During the three months ended June 30, 2022, the Company repurchased 694,985 shares into treasury stock under the Company's stock repurchase program at an average price of $70.02, for a total of $48,684,000, effectively completing the repurchase program.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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On May 23, 2022, the Company announced that its board of directors had authorized the Company to repurchase up to an additional $75,000,000 of its outstanding common stock in open market transactions or through privately negotiated transactions at the Company’s discretion. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of the Company’s common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. The repurchase program is authorized for a period of up to one year and does not require the Company to repurchase any specific number of shares. The repurchase program may be modified, suspended or discontinued at any time, at the Company’s discretion. On November 7, 2022, the repurchase authorization was increased to $100,000,000 in connection with the commencement of a modified "Dutch auction" tender offer (the "Tender Offer").

During the three months ended December 31, 2022, the Company repurchased 408,615 shares of its common stock in the Tender Offer at a price of $58.00 per share, for an aggregate cost of $24,772,000, including fees and expenses related to the tender offer of $1,072,000.

On February 1, 2023, the Company entered into an accelerated share repurchase (“ASR”) agreement to repurchase $70,000,000 of the Company’s common stock. Under the terms of the ASR agreement, the Company received an initial delivery of 961,373 common shares representing approximately 80% of the expected total to be repurchased. Subject to certain adjustments pursuant to the ASR agreement, the final number of shares repurchased and delivered under the ASR agreement will be based on the volume weighted average share price of the Company’s common stock during the term of the transaction, which is expected to be completed in the second quarter of 2023. The ASR is part of the Company’s previously announced plan to repurchase up to $100,000,000 of the Company’s common stock and is within the remaining amount authorized by the Company’s Board of Directors pursuant to such plan.

NOTE 13 — STOCK BASED COMPENSATION

Stock based compensation expense that has been charged against income was $2,881,000 and $4,952,000 for the three months ended March 31, 2023 and 2022, 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 2,900,000 shares.

Restricted Stock Awards

A summary of changes in the Company’s nonvested Restricted Stock Awards (“RSAs”) under the Omnibus Incentive Plan for the three months ended March 31, 2023 were as follows:


Nonvested RSAs	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2023	230,486	70.34
Granted	6,852	58.25
Vested	(6,852)	58.25
Forfeited	(10,961)	76.91
Nonvested at March 31, 2023	219,525	70.02

RSAs granted to employees under the Omnibus Incentive Plan typically vest immediately or over 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 March 31, 2023, there was $4,030,000 of unrecognized compensation cost related to the nonvested RSAs. The cost is expected to be recognized over a remaining period of 2.04 years.

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Restricted Stock Units

A summary of changes in the Company’s nonvested Restricted Stock Units (“RSUs”) under the Omnibus Incentive Plan for the three months ended March 31, 2023 were as follows:


Nonvested RSUs	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2023	211,300	59.45
Granted	—	—
Vested	(3,750)	126
Forfeited	(2,513)	67.53
Nonvested at March 31, 2023	205,037	58.14

RSUs granted to employees under the Omnibus Incentive Plan typically vest over 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 March 31, 2023, there was $5,124,000 of unrecognized compensation cost related to the nonvested RSUs. The cost is expected to be recognized over a remaining period of 2.81 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 three months ended March 31, 2023 were as follows:


Nonvested Market Based PSUs	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2023	112,486	$	55.57
Granted	—	—
Incremental shares earned	—	—
Vested	—	—
Forfeited	(156)	38.75
Nonvested at March 31, 2023	112,330	$	55.60

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.

As of March 31, 2023, there was $2,221,000 of unrecognized compensation cost related to the nonvested Market Based PSUs. The cost is expected to be recognized over a remaining period of 1.86 years.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

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 three months ended March 31, 2023 were as follows:


Nonvested Performance Based PSUs	Shares	Weighted Average Grant Date Fair Value
Nonvested at January 1, 2023	255,738	$	39.57
Granted	—	—
Incremental shares earned	107,404	N/A
Vested	(363,142)	40
Forfeited	—	—
Nonvested at March 31, 2023	—	$	—

The Performance Based PSUs granted to employees under the Omnibus Incentive Plan vested after a three year performance period. Under the terms of the award agreements, the number of shares issued upon vesting could range from 0% to 200% of the shares granted based on the Company’s cumulative diluted earnings per share over the performance period. The performance period for the outstanding Performance Based PSUs ended on December 31, 2022, and the awards subsequently vested at 142% of the target shares granted.

Compensation expense for the Performance Based PSUs was estimated during the performance period based on the fair value of the stock at the grant date and the most probable outcome of the performance condition at each period end, adjusted for the passage of time within the vesting period of the awards. There was no stock based compensation cost related to Performance Based PSUs during the three months ended March 31, 2023 and there is no remaining unrecognized compensation cost related to these awards. During the three months ended March 31, 2022, the Company recognized $807,000 of stock based compensation cost related to Performance Based PSUs.

Stock Options

A summary of the changes in the Company’s stock options under the Omnibus Incentive Plan for the three months ended March 31, 2023 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, 2023	195,398	$	39.48
Granted	—	—
Exercised	(2,586)	30.43
Forfeited or expired	—	—
Outstanding at March 31, 2023	192,812	$	39.60	5.81	$	4,447

Fully vested shares and shares expected to vest at March 31, 2023	192,812	$	39.60	5.81	$	4,447

Shares exercisable at March 31, 2023	126,372	$	29.08	4.56	$	3,792

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Information related to the stock options for the three months ended March 31, 2023 and 2022 was as follows:


	Three Months Ended March 31,
(Dollars in thousands, except per share amounts)	2023		2022
Aggregate intrinsic value of options exercised	$	79	$	277
Cash received from option exercises, net	(33)		(74)
Tax benefit realized from option exercises	16		58
Weighted average fair value per share of options granted	$	—	$	—

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. Beginning in 2022, expected volatilities are determined based on the Company’s historical volatility. Prior to 2022, 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 is 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 is derived from the Treasury constant maturity yield curve on the valuation date.

As of March 31, 2023, there was $627,000 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 2.83 years.

Employee Stock Purchase Plan

During the year ended December 31, 2019, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the Company's 2019 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, 2,500,000 shares of common stock were reserved for issuance. 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. During the three months ended March 31, 2023 and 2022, 21,057 shares and 10,585 shares, respectively, were issued under the plan.

NOTE 14 — EARNINGS PER SHARE

The factors used in the earnings per share computation follow:


	Three Months Ended March 31,
(Dollars in thousands)	2023		2022
Basic
Net income to common stockholders	$	10,209	$	23,528
Weighted average common shares outstanding	23,361,732		24,800,771
Basic earnings per common share	$	0.44	$	0.95
Diluted
Net income to common stockholders	$	10,209	$	23,528
Weighted average common shares outstanding	23,361,732		24,800,771
Dilutive effects of:
Assumed exercises of stock options	76,129		107,359
Restricted stock awards	140,006		237,305
Restricted stock units	116,754		86,099
Performance stock units - market based	121,047		139,563
Performance stock units - performance based	—		—
Employee stock purchase program	496		771
Average shares and dilutive potential common shares	23,816,164		25,371,868
Diluted earnings per common share	$	0.43	$	0.93

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TRIUMPH FINANCIAL, 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 March 31,
	2023	2022
Stock options	49,379	12,911
Restricted stock awards	—	8,463
Restricted stock units	11,250	15,000
Performance stock units - market based	42,056	—
Performance stock units - performance based	—	258,635
Employee stock purchase program	—	—
Accelerated share repurchase	203,352	—

NOTE 15 — REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. The Company presents disaggregated revenue from contracts with customers in the consolidated statements of income.

Descriptions of the Company's significant revenue-generating activities within the scope of Topic 606, which are included in non-interest income in the Company's consolidated statements of income, are as follows:

•Service charges on deposits. Service charges on deposits primarily consists of fees from the Company's deposit customers for account maintenance, account analysis, and overdraft services. Account maintenance fees and analysis fees are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.

•Card income. Card income primarily consists of interchange fees. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized when the transaction processing services are provided to the cardholder.

•Net OREO gains (losses) and valuation adjustments. The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.

•Fee income. Fee income for the Banking and Factoring segments primarily consists of transaction-based fees, including wire transfer fees, ACH and check fees, early termination fees, and other fees, earned from the Company's banking and factoring customers. Transaction based fees are recognized at the time the transaction is executed as that is the point in time the Company satisfies its performance obligations.

Fee income for the Payments segment primarily consists of TriumphPay payment and audit fees. These fees totaled $3,962,000 and $3,229,000 for the three months ended March 31, 2023 and 2022, respectively. These fees are generally transaction based and are recognized at the time the transaction is executed as that is the point in time that the Company satisfies its performance obligations.

•Insurance commissions. Insurance commissions are earned for brokering insurance policies. The Company's primary performance obligations for insurance commissions are satisfied and revenue is recognized when the brokered insurance policies are executed.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 16 — BUSINESS SEGMENT INFORMATION

The Company's 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. 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 Triumph Financial Services with revenue derived from factoring services. The Payments segment includes the operations of TBK Bank's TriumphPay division, which provides a presentment, audit, and payment solution to Shipper, 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 Carriers are offered 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 the Company and from offering Brokers the ability to settle their invoices with the Company on an extended term following the Company's payment to their Carriers as an additional liquidity option for such Brokers.

Prior to March 31, 2023, the majority of salaries and benefits expense for the Company's executive leadership team, as well as other selling, general, and administrative shared services costs including human resources, accounting, finance, risk management and a significant amount of information technology expense, were allocated to the Banking segment. During the quarter ended March 31, 2023 management began allocating such shared service costs to its Corporate segment. The Company continues to make considerable investments in shared services that benefit the entire organization and by moving such expenses to the Corporate segment, the Company's chief operating decision maker and investors now have greater visibility into the operating performance of each reportable segment. Prior periods were revised to reflect such allocations and achieve appropriate comparability.

Separately, prior to March 31, 2023, intersegment interest expense was allocated to the Factoring and Payments segments (when the Payments segment is not self-funded) based on a rolling average of Federal Home Loan Bank advance rates. When the Payments segment was self-funded with funding in excess of its factored receivables, intersegment interest income was allocated based on the Federal Funds effective rate. During the quarter ended March 31, 2023, the Company began allocating intersegment interest expense to the Factoring and Payments segments based on one-month term SOFR for their funding needs. When the Payments segment is self-funded, with funding in excess of its factored receivables, intersegment interest income will continue to be allocated based on the Federal Funds effective rate. Management believes that such intersegment interest allocations are more intuitive in the current interest rate environment. Prior periods were revised to reflect such allocations and achieve appropriate comparability.

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. Other than the changes to allocations discussed above, 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 2022 Form 10-K. Transactions between segments consist primarily of borrowed funds. Intersegment interest expense is allocated to the Factoring and Payments segments as described above. Credit loss expense is allocated based on the segment’s ACL determination. Noninterest income and expense directly attributable to a segment are assigned to it with various shared service costs such as human resources, accounting, finance, risk management and information technology expense assigned to the Corporate segment. Taxes are paid on a consolidated basis and are not allocated for segment purposes. The Factoring segment includes only factoring originated by Triumph Financial Services.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)
Three months ended March 31, 2023	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	59,726	$	38,157	$	2,747	$	44	$	100,674
Intersegment interest allocations	7,612		(9,154)		1,542		—		—
Total interest expense	4,948		—		—		2,344		7,292
Net interest income (expense)	62,390		29,003		4,289		(2,300)		93,382
Credit loss expense (benefit)	1,923		549		—		141		2,613
Net interest income after credit loss expense	60,467		28,454		4,289		(2,441)		90,769
Noninterest income	5,673		1,313		3,972		64		11,022
Noninterest expense	32,240		21,769		15,417		19,855		89,281
Net income (loss) before income tax expense	$	33,900	$	7,998	$	(7,156)	$	(22,232)	$	12,510


(Dollars in thousands)
Three months ended March 31, 2022	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	42,183	$	56,374	$	4,832	$	46	$	103,435
Intersegment interest allocations	605		(552)		(53)		—		—
Total interest expense	1,603		—		—		1,753		3,356
Net interest income (expense)	41,185		55,822		4,779		(1,707)		100,079
Credit loss expense (benefit)	(2,870)		1,949		354		1,068		501
Net interest income after credit loss expense	44,055		53,873		4,425		(2,775)		99,578
Noninterest income	5,971		1,871		3,242		37		11,121
Noninterest expense	28,612		22,131		14,333		13,488		78,564
Net income (loss) before income tax expense	$	21,414	$	33,613	$	(6,666)	$	(16,226)	$	32,135

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


(Dollars in thousands)
March 31, 2023	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,233,980	$	1,185,543	$	354,049	$	1,015,471	$	(2,160,858)	$	5,628,185
Gross loans	$	3,751,776	$	1,096,071	$	82,033	$	—	$	(619,874)	$	4,310,006


(Dollars in thousands)
December 31, 2022	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	4,910,628	$	1,260,209	$	371,948	$	1,061,662	$	(2,270,664)	$	5,333,783
Gross loans	$	3,572,716	$	1,151,727	$	85,722	$	—	$	(689,874)	$	4,120,291

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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, 2022. 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, offering a diversified line of payments, factoring and banking services. As of March 31, 2023, we had consolidated total assets of $5.628 billion, total loans held for investment of $4.310 billion, total deposits of $4.039 billion and total stockholders’ equity of $827.2 million.

Through our wholly owned bank subsidiary, TBK Bank, we offer traditional banking services, commercial lending product lines focused on businesses that require specialized financial solutions and national lending product lines that further diversify our lending operations. Our banking operations commenced in 2010 and include a branch network developed through organic growth and acquisition, including concentrations the front range of Colorado, the Quad Cities market in Iowa and Illinois and a full-service branch in Dallas, Texas. Our 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 asset-based lending and equipment lending products are offered on a nationwide basis and generate attractive returns. Additionally, we offer mortgage warehouse and liquid credit lending products on a nationwide basis to provide further asset base diversification and stable deposits. Our Banking products and services share basic processes and have similar economic characteristics.

In addition to our traditional banking operations, we also operate a factoring business focused primarily on serving the over-the-road trucking industry. This business involves the provision of working capital to the trucking industry through the purchase of invoices generated by medium to large sized trucking fleets ("Carriers") at a discount to provide immediate working capital to such Carriers. We commenced these operations in 2012 through the acquisition of our factoring subsidiary, Triumph Financial Services. Triumph Financial Services operates in a highly specialized niche and earns substantially higher yields on its factored accounts receivable portfolio than our other lending products described above. Given its acquisition, this business has a legacy and structure as a standalone company.

Our payments business, TriumphPay, is a division of our wholly owned bank subsidiary, TBK Bank, and is a payments network for the over-the-road trucking industry. TriumphPay was originally designed as a platform to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quickpay transactions for Carriers receiving such payments through the TriumphPay platform. During 2021, TriumphPay acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors"). Following such acquisition, the TriumphPay strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a payments network for the trucking industry with a focus on fee revenue. TriumphPay connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier. TriumphPay offers supply chain finance to Brokers, allowing them to pay their Carriers faster and drive Carrier loyalty. TriumphPay provides tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. TriumphPay also operates in a highly specialized niche with unique processes and key performance indicators.

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At March 31, 2023, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers. Within such ecosystem, we operate our TriumphPay payments platform, which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices. We also act as capital provider to the Carrier industry through our factoring subsidiary, Triumph Financial Services. Our traditional banking operations provide stable, low cost deposits to support our operations, a diversified lending portfolio to add stability to our balance sheet, and a suite of traditional banking products and services to participants in the for-hire trucking ecosystem to deepen our relationship with such clients.

We have determined our reportable segments are Banking, Factoring, Payments and Corporate. For the three months ended March 31, 2023, our Banking segment generated 59% of our total revenue (comprised of interest and noninterest income), our Factoring segment generated 35% of our total revenue, our Payments segment generated 6% of our total revenue, and our Corporate segment generated less than 1% of our total revenue.

First Quarter 2023 Overview

Net income available to common stockholders for the three months ended March 31, 2023 was $10.2 million, or $0.43 per diluted share, compared to net income to common stockholders for the three months ended March 31, 2022 of $23.5 million, or $0.93 per diluted share. For the three months ended March 31, 2023, our return on average common equity was 5.09% and our return on average assets was 0.84%.

At March 31, 2023, we had total assets of $5.628 billion, including gross loans held for investment of $4.310 billion, compared to $5.334 billion of total assets and $4.120 billion of gross loans held for investment at December 31, 2022. Total loans held for investment increased $189.7 million during the three months ended March 31, 2023. Our Banking loans, which constitute 73% of our total loan portfolio at March 31, 2023, increased from $2.883 billion in aggregate as of December 31, 2022 to $3.132 billion as of March 31, 2023, an increase of 8.6%. Our Factoring factored receivables, which constitute 25% of our total loan portfolio at March 31, 2023, decreased from $1.152 billion in aggregate as of December 31, 2022 to $1.096 billion as of March 31, 2023, a decrease of 4.8%. Our Payments factored receivables, which constitute 2% of our total loan portfolio at March 31, 2023, decreased from $85.7 million in aggregate as of December 31, 2022 to $82.0 million as of March 31, 2023, a decrease of 4.3%.

At March 31, 2023, we had total liabilities of $4.801 billion, including total deposits of $4.039 billion, compared to $4.445 billion of total liabilities and $4.171 billion of total deposits at December 31, 2022. Deposits decreased $132.3 million during the three months ended March 31, 2023.

At March 31, 2023, we had total stockholders' equity of $827.2 million. During the three months ended March 31, 2023, total stockholders’ equity decreased $61.8 million, primarily due to treasury stock purchases made under our accelerated share repurchase program, offset in part by our net income during the period. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of 12.52% and 15.51%, respectively, at March 31, 2023.

The total dollar value of invoices purchased by Triumph Financial Services during the three months ended March 31, 2023 was $2.927 billion with an average invoice size of $1,962. The average transportation invoice size for the three months ended March 31, 2023 was $1,911. This compares to invoice purchase volume of $4.042 billion with an average invoice size of $2,520 and average transportation invoice size of $2,401 during the same period a year ago.

TriumphPay processed 4.3 million invoices paying Carriers a total of $5.031 billion during the three months ended March 31, 2023. This compares to processed volume of 4.0 million invoices for a total of $5.701 billion during the same period a year ago.

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2023 Items of Note

Accelerated Share Repurchase

On February 1, 2023, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $70.0 million of our common stock. Under the terms of the ASR agreement, we received an initial delivery of 961,373 common shares representing approximately 80% of the expected total to be repurchased. Subject to certain adjustments pursuant to the ASR agreement, the final number of shares repurchased and delivered under the ASR agreement will be based on the volume weighted average share price of our common stock during the term of the transaction, which is expected to be completed in the second quarter of 2023. The ASR is part of our previously announced plan to repurchase up to $100.0 million of our common stock and is within the remaining amount authorized by our Board of Directors pursuant to such plan.

Items related to our July 2020 acquisition of TFS

As disclosed on our SEC Forms 8-K filed on July 8, 2020 and September 23, 2020, we acquired the transportation factoring assets of TFS, a wholly owned subsidiary of Covenant Logistics Group, Inc. ("CVLG"), and subsequently amended the terms of that transaction. There were no material developments related to that transaction that impacted our operating results for the three months ended March 31, 2023.

At March 31, 2023, the carrying value of the acquired over-formula advances was $7.8 million, the total reserve on acquired over-formula advances was $7.8 million and the balance of our indemnification asset, the value of the payment that would be due to us from CVLG in the event that these over-advances are charged off, was $3.7 million.

As of March 31, 2023 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. 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. We are a party to litigation in the United States Court of Federal Claims against the USPS 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 continue to 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 March 31, 2023. The full amount of such receivable is reflected in non-performing and past due factored receivables as of March 31, 2023 in accordance with our policy. As of March 31, 2023, the entire $19.4 million Misdirected Payments amount was greater than 90 days past due.

2022 Items of Note

Stock Repurchase Programs

On February 7, 2022, we announced that our board of directors had authorized us to repurchase up to $50.0 million of our outstanding common stock in open market transactions or through privately negotiated transactions at our discretion. During the three months ended March 31, 2022, we repurchased 14,810 shares into treasury stock under our repurchase program at an average price of $88.81, for a total of $1.3 million. During the three months ended June 30, 2022, we repurchased 694,985 shares into treasury stock under our repurchase program at an average price of $70.02, for a total of $48.7 million, effectively completing the repurchase program.

On May 23, 2022, we announced that our board of directors had authorized us to repurchase up to an additional $75.0 million of our outstanding common stock in open market transactions or through privately negotiated transactions at our discretion. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of our common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. The repurchase program is authorized for a period of up to one year and does not require us to repurchase any specific number of shares. The repurchase program may be modified, suspended or discontinued at any time, at our discretion.

On November 7, 2022, the repurchase authorization was increased to $100.0 million in connection with the commencement of a modified "Dutch auction" tender offer (the "Tender Offer"). During the three months ended December 31, 2022, we repurchased 408,615 shares of our common stock in the Tender Offer at a price of $58.00 per share, for an aggregate cost of $24.8 million, including fees and expenses related to the tender offer of $1.1 million.

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Equipment Loan Sale

During the three months ended June 30, 2022, we made the decision to sell a portfolio of equipment loans. Equipment loans totaling $191.2 million were sold resulting in a gain on sale of loans of $3.9 million.

The gain on sale, net of transaction costs, was included in net gains (losses) on sale of loans in the Company’s Consolidated Statements of Income and was allocated to the Banking segment.

Factored Receivable Disposal Group

During the three months ended June 30, 2022, Factored Receivable Disposal Group factored receivables totaling $67.9 million and customer reserves totaling $9.7 million were sold resulting in a gain on sale of loans of $13.2 million. During the three months ended September 30, 2022, Factored Receivable Disposal Group factored receivables totaling $20.1 million and customer reserves totaling $1.1 million were sold resulting in a gain on sale of loans of $1.0 million.

The gains on sale, net of transaction costs, totaling $14.2 million were included in net gains (losses) on sale of loans in the Company’s Consolidated Statements of Income and were allocated to the Factoring segment.

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

Interest rate swap termination

During the three months ended March 31, 2022, we terminated our single derivative with a notional value totaling $200.0 million, resulting in a termination value of $9.3 million. During the three months ended June 30, 2022, we terminated the associated hedged funding, incurring a termination fee of $0.7 million which was recognized through interest expense in the consolidated statements of income, and reclassified the remaining $8.9 million unrealized gain on the terminated derivative into earnings through other noninterest income in the consolidated statements of income.

The gains and losses associated with this transaction were allocated to the Banking segment.

For further information on the above transaction, see Note 6 – Derivative Financial Instruments in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Equity Method Investment

On October 17, 2019, we made a minority equity investment of $8.0 million in Warehouse Solutions Inc. (“WSI”), purchasing 8% of the common stock of WSI and receiving warrants to purchase an additional 10% of the common stock of WSI upon exercise of the warrants at a later date. WSI provides technology solutions to help reduce supply chain costs for a global client base across multiple industries.

Although we held less than 20% of the voting stock of WSI, the investment in common stock was initially accounted for using the equity method as our representation on WSI’s board of directors, which was disproportionately larger in size than the common stock investment held, demonstrated that we had significant influence over the investee.

On June 10, 2022, we entered into two separate agreements with WSI. First, we entered into an Affiliate Agreement. The Affiliate Agreement canceled our outstanding warrants in exchange for cancellation of an exclusivity clause included in the original investment agreement executed during 2019. By cancelling the exclusivity clause, our Payments segment operations now have greater ability to operate in the freight shipper audit space. As a result of the Affiliate Agreement, we recognized a total loss on impairment of the warrants of $3.2 million, which represented the full book balance of the warrants on the date the Affiliate Agreement was executed. The impairment loss was included in other noninterest income in the consolidated statements of income during the three months ended June 30, 2022.

Separately, we also entered into an Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”). The Investor Rights Agreement eliminated our representation on WSI’s board of directors making us a completely passive investor. The Investor Rights Agreement also provided for our purchase of an additional 10% of WSI’s common stock for $23.0 million raising our ownership of WSI’s common stock to 18%. As a passive investor, we no longer hold significant influence over the investee and the investment in WSI’s common stock no longer qualifies for equity method accounting. The investment in WSI’s common stock is now accounted for as an equity investment without a readily determinable fair value measured under the measurement alternative. The measurement alternative requires us to remeasure our investment in the common stock of WSI only upon the execution of an orderly and observable transaction in an identical or similar instrument.

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Our additional investment in WSI under the Investor Rights Agreement resulted in us discontinuing the equity method of accounting and qualified as an orderly and observable transaction for an identical investment in WSI, therefore the fair value of our original 8% common stock investment was required to be adjusted from $4.9 million at March 31, 2022 to $15.1 million, resulting in a gain of $10.2 million that was recorded in other noninterest income in the consolidated statements of income during the three months ended June 30, 2022.

The gains and losses associated with this transaction were allocated to the Payments segment.

For further information on the above transactions, see Note 3 – Securities in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Trucking transportation

The largest driver of changes in revenue at our Factoring segment is fluctuation in the freight markets, particularly in brokered freight, which is priced largely off the spot market (a reflection of real-time balance of carrier supply and shipper demand in the market) and subject to variability in diesel prices. The softness in freight is a combination of falling volumes and excess capacity. For the quarter, average rates per mile decreased and returned spot rates to levels last seen in 2019. For the spot rate market, the drop was a little higher than the drop in diesel prices over the same period. By the end of the first quarter of 2023, spot rates had fallen below the cost per mile to operate for many carriers. As a result, we have observed a number of small and medium-sized trucking companies either leave the market by signing on with larger carriers or electing to sell their fleets or companies and move on to other endeavors. In this, the market is behaving much like it did during the last freight downturn we saw in 2019, where the market reset following the banner year of 2018.

We expect these trends to continue into the second quarter. That being said, just like with traditional lending, the worst markets often present some of the best opportunities. We are having conversations with large prospects for TriumphPay that were difficult to schedule a year ago and we remain open to M&A opportunities that are accretive to TriumphPay.

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Financial Highlights


	Three Months Ended March 31,
(Dollars in thousands, except per share amounts)	2023			2022
Income Statement Data:
Interest income	$	100,674		$	103,435
Interest expense	7,292			3,356
Net interest income	93,382			100,079
Credit loss expense (benefit)	2,613			501
Net interest income after credit loss expense (benefit)	90,769			99,578


Noninterest income	11,022			11,121
Noninterest expense	89,281			78,564
Net income (loss) before income taxes	12,510			32,135
Income tax expense (benefit)	1,500			7,806
Net income (loss)	$	11,010		$	24,329
Dividends on preferred stock	(801)			(801)
Net income available (loss) to common stockholders	$	10,209		$	23,528

Per Share Data:
Basic earnings (loss) per common share	$	0.44		$	0.95
Diluted earnings (loss) per common share	$	0.43		$	0.93
Weighted average shares outstanding - basic	23,361,732			24,800,771
Weighted average shares outstanding - diluted	23,816,164			25,371,868





Performance ratios - Annualized:
Return on average assets	0.84		%	1.69		%
Return on average total equity	5.20		%	11.20		%
Return on average common equity	5.09		%	11.41		%
Return on average tangible common equity (1)	7.56		%	17.02		%
Yield on loans(2)	9.22		%	8.60		%
Cost of interest bearing deposits	0.55		%	0.23		%
Cost of total deposits	0.32		%	0.14		%
Cost of total funds	0.68		%	0.28		%
Net interest margin(2)	8.08		%	7.68		%
Efficiency ratio	85.52		%	70.65		%

Net noninterest expense to average assets	5.98		%	4.68		%

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(Dollars in thousands, except per share amounts)	March 31, 2023			December 31, 2022
Balance Sheet Data:
Total assets	$	5,628,185		$	5,333,783
Cash and cash equivalents	417,715			408,182
Investment securities	325,463			263,772
Loans held for investment, net	4,267,761			4,077,484
Total liabilities	4,800,969			4,444,812
Noninterest bearing deposits	1,727,749			1,756,680
Interest bearing deposits	2,311,245			2,414,656
FHLB advances	530,000			30,000
Subordinated notes	108,016			107,800
Junior subordinated debentures	41,299			41,158
Total stockholders’ equity	827,216			888,971
Preferred stockholders' equity	45,000			45,000
Common stockholders' equity	782,216			843,971

Per Share Data:
Book value per share	$	33.47		$	35.09
Tangible book value per share (1)	$	22.09		$	24.04
Shares outstanding end of period	23,370,515			24,053,585

Asset Quality ratios(3):
Past due to total loans	1.67		%	2.53		%
Nonperforming loans to total loans	1.01		%	1.17		%
Nonperforming assets to total assets	0.88		%	1.02		%
ACL to nonperforming loans	97.12		%	88.76		%
ACL to total loans	0.98		%	1.04		%
Net charge-offs to average loans(4)	0.05		%	0.14		%

Capital ratios:
Tier 1 capital to average assets	12.19		%	13.00		%
Tier 1 capital to risk-weighted assets	12.52		%	14.57		%
Common equity Tier 1 capital to risk-weighted assets	10.77		%	12.73		%
Total capital to risk-weighted assets	15.51		%	17.66		%
Total stockholders' equity to total assets	14.70		%	16.67		%
Tangible common stockholders' equity ratio (1)	9.63		%	11.41		%

(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:

•"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.

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•“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 March 31,
(Dollars in thousands, except per share amounts)	2023		2022
Loan discount accretion	$	1,810	$	1,536

(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 three months ended March 31, 2023 and the year ended December 31, 2022.

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 March 31,
(Dollars in thousands, except per share amounts)	2023			2022








Average total stockholders' equity	$	858,112		$	880,949
Average preferred stock liquidation preference	(45,000)			(45,000)
Average total common stockholders' equity	813,112			835,949
Average goodwill and other intangibles	(265,320)			(275,378)
Average tangible common equity	$	547,792		$	560,571

Net income available to common stockholders	$	10,209		$	23,528
Average tangible common equity	547,792			560,571
Return on average tangible common equity	7.56		%	17.02		%












Efficiency ratio:
Net interest income	$	93,382		$	100,079
Noninterest income	11,022			11,121
Operating revenue	104,404			111,200
Total noninterest expense	$	89,281		$	78,564
Efficiency ratio	85.52		%	70.65		%












Net noninterest expense to average assets ratio:
Total noninterest expense	$	89,281		$	78,564
Total noninterest income	11,022			11,121
Net noninterest expenses	$	78,259		$	67,443
Average total assets	$	5,310,024		$	5,843,319
Net noninterest expense to average assets ratio	5.98		%	4.68		%

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(Dollars in thousands, except per share amounts)	March 31, 2023			December 31, 2022
Total stockholders' equity	$	827,216		$	888,971
Preferred stock	(45,000)			(45,000)
Total common stockholders' equity	782,216			843,971
Goodwill and other intangibles	(265,959)			(265,767)
Tangible common stockholders' equity	$	516,257		$	578,204
Common shares outstanding	23,370,515			24,053,585
Tangible book value per share	$	22.09		$	24.04

Total assets at end of period	$	5,628,185		$	5,333,783
Goodwill and other intangibles	(265,959)			(265,767)
Tangible assets at period end	$	5,362,226		$	5,068,016
Tangible common stockholders' equity ratio	9.63		%	11.41		%

Results of Operations

Three months ended March 31, 2023 compared with three months ended March 31, 2022.

Net Income

We earned net income of $11.0 million for the three months ended March 31, 2023 compared to net income of $24.3 million for the three months ended March 31, 2022, a decrease of $13.3 million. The decrease in net income was driven by a $10.7 million increase in noninterest expense, a $6.7 million decrease in net interest income, a $2.1 million increase in credit loss expense and a $0.1 million decrease in noninterest income partially offset by a $6.3 million decrease in income tax expense.

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. Average balances and interest are inclusive of assets and deposits classified as held for sale.


	Three Months Ended March 31,
	2023				2022
(Dollars in thousands)	Average Balance	Interest	Average Rate(4)		Average Balance	Interest	Average Rate(4)
Interest earning assets:
Cash and cash equivalents	260,508	2,994	4.66	%	273,742	128	0.19	%
Taxable securities	295,353	4,029	5.53	%	170,051	1,083	2.58	%
Tax-exempt securities	13,142	84	2.59	%	14,789	95	2.61	%
FHLB and other restricted stock	9,951	125	5.09	%	9,993	76	3.08	%
Loans (1)	4,110,129	93,442	9.22	%	4,813,857	102,053	8.60	%
Total interest earning assets	4,689,083	100,674	8.71	%	5,282,432	103,435	7.94	%
Noninterest earning assets:
Cash and cash equivalents	94,401				69,159
Other noninterest earning assets	526,540				491,728
Total assets	5,310,024				5,843,319
Interest bearing liabilities:
Deposits:
Interest bearing demand	836,309	570	0.28	%	837,682	443	0.21	%
Individual retirement accounts	65,182	85	0.53	%	82,692	104	0.51	%
Money market	498,083	1,130	0.92	%	538,553	282	0.21	%
Savings	544,939	309	0.23	%	509,986	191	0.15	%
Certificates of deposit	299,148	555	0.75	%	518,399	584	0.46	%
Brokered time deposits	99,182	550	2.25	%	18,401	3	0.07	%
Other brokered deposits	278	3	4.38	%	210,002	(46)	(0.09)	%
Total interest bearing deposits	2,343,121	3,202	0.55	%	2,715,715	1,561	0.23	%
Federal Home Loan Bank advances	138,778	1,747	5.11	%	63,889	41	0.26	%
Subordinated notes	107,901	1,309	4.92	%	107,039	1,299	4.92	%
Junior subordinated debentures	41,227	1,034	10.17	%	40,661	454	4.53	%
Other borrowings	2,620	—	—	%	5,090	1	0.08	%
Total interest bearing liabilities	2,633,647	7,292	1.12	%	2,932,394	3,356	0.46	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits	1,704,778				1,938,667
Other liabilities	113,487				91,309
Total equity	858,112				880,949
Total liabilities and equity	5,310,024				5,843,319
Net interest income		93,382				100,079
Interest spread (2)			7.59	%			7.48	%
Net interest margin (3)			8.08	%			7.68	%

(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 March 31,
	2023						2022
(Dollars in thousands)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
Banking loans	$	2,916,614	$	52,538	7.31	%	$	3,032,745	$	40,847	5.46	%
Factoring receivables	1,110,203		38,157		13.94	%	1,614,462		56,374		14.16	%
Payments receivables	83,312		2,747		13.37	%	166,650		4,832		11.76	%
Total loans	$	4,110,129	$	93,442	9.22	%	$	4,813,857	$	102,053	8.60	%

We earned net interest income of $93.4 million for the three months ended March 31, 2023 compared to $100.1 million for the three months ended March 31, 2022, a decrease of $6.7 million, or 6.7%, primarily driven by the following factors.

Interest income decreased $2.8 million, or 2.7%, due to a decrease in average interest earning assets of $593.3 million, or 11.2%, and a decrease in average total loans of $703.7 million, or 14.6%. The average balance of our higher yielding Factoring factored receivables decreased $504.3 million, or 31.2%, partially driving the decrease in interest income along with a decrease in average Payments factored receivables. Average Banking loans decreased $116.1 million, or 3.8% due to decreases in the average balances of all Banking loan types except for general commercial, commercial real estate, residential real estate, mortgage warehouse, and liquid credit. The across the board decreases in average earning assets was partially offset by higher average rates discussed below. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product. The average mortgage warehouse lending balance was $718.8 million for the three months ended March 31, 2023 compared to $636.7 million for the three months ended March 31, 2022. 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 $1.8 million and $1.5 million for the three months ended March 31, 2023 and 2022, respectively.

Interest expense increased $3.9 million, or 117.3%, despite a decrease in average interest-bearing liabilities. More specifically, average total interest bearing deposits decreased $372.6 million, or 13.7%. Average noninterest bearing demand deposits decreased $233.9 million. The change in interest expense period over period was also driven by higher average rates discussed below.

Net interest margin increased to 8.08% for the three months ended March 31, 2023 from 7.68% for the three months ended March 31, 2022, an increase of 40 basis points or 5.2%.

The increase in our net interest margin was impacted by an increase in our yield on interest earning assets of 77 basis points to 8.71% for the three months ended March 31, 2023. This increase was primarily driven by higher yields on loans which increased 62 basis points to 9.22% for the same period. Factoring yield decreased period over period; however, average Factoring factored receivables as a percentage of the total loan portfolio decreased which cushioned the downward impact on total loan yield. Our transportation factoring balances, which generally generate a higher yield than our non-transportation factoring balances, were 95% and 90% of our Factoring portfolio at March 31, 2023 and 2022, respectively. Banking and Payments yields also increased period over period. Non-loan yields were generally higher period over period.

The increase in our net interest margin was also impacted by an increase in our average cost of interest bearing liabilities of 66 basis points. This increase in average cost was caused by generally higher 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
	March 31, 2023 vs. 2022
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate		Volume		Net Increase
Interest earning assets:
Cash and cash equivalents	$	3,018	$	(152)	$	2,866
Taxable securities	1,237		1,709		2,946
Tax-exempt securities	—		(11)		(11)
FHLB and other restricted stock	50		(1)		49
Loans	7,388		(15,999)		(8,611)
Total interest income	11,693		(14,454)		(2,761)
Interest bearing liabilities:
Interest bearing demand	128		(1)		127
Individual retirement accounts	4		(23)		(19)
Money market	940		(92)		848
Savings	98		20		118
Certificates of deposit	378		(407)		(29)
Brokered time deposits	99		448		547
Other brokered deposits	2,312		(2,263)		49
Total interest bearing deposits	3,959		(2,318)		1,641
Federal Home Loan Bank advances	763		943		1,706
Subordinated notes	—		10		10
Junior subordinated debentures	566		14		580
Other borrowings	(1)		—		(1)
Total interest expense	5,287		(1,351)		3,936
Change in net interest income	$	6,406	$	(13,103)	$	(6,697)

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 2022 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 March 31,
(Dollars in thousands)	2023		2022		$ Change		% Change
Credit loss expense (benefit) on loans	$	1,653	$	864	$	789	91.3	%
Credit loss expense (benefit) on off balance sheet credit exposures	819		(736)		1,555		211.3	%
Credit loss expense (benefit) on held to maturity securities	141		373		(232)		(62.2)	%
Credit loss expense on available for sale securities	—		—		—		—
Total credit loss expense (benefit)	$	2,613	$	501	$	2,112	421.6	%

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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 March 31, 2023 and December 31, 2022, 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 March 31, 2023. 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 March 31, 2023 and December 31, 2021, 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 March 31, 2023 and December 31, 2022, the Company carried $6.5 million of these HTM securities at amortized cost. The required ACL on these balances was $2.6 million at March 31, 2023 and $2.4 million at December 31, 2022, resulting in $0.1 million of credit loss expense during the current quarter. Credit loss expense during the three months ended March 31, 2022 was $0.4 million. None of the overcollateralization triggers tied to the CLO securities were tripped as of March 31, 2023. 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.

Our ACL on loans was $42.2 million as of March 31, 2023, compared to $42.8 million as of December 31, 2022, representing an ACL to total loans ratio of 0.98% and 1.04% respectively.

Our credit loss expense on loans increased $0.8 million, or 91.3%, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

During the three months ended March 31, 2023, we decreased our reserve on Over-Formula Advance clients reflecting payment made during the quarter. This resulted in a benefit to credit loss expense of $0.4 million. We continue to reserve the full balance of the Over-Formula Advance clients at March 31, 2023 which totals $7.8 million.

The increase in credit loss expense was primarily driven by changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast period to calculate expected losses. This resulted in credit loss expense of $0.4 million for the three months ended March 31, 2023 compared to a benefit of $1.0 million during the same period a year ago.

The increase in credit loss expense was also driven by increased net charge-offs during the period. Net charge-offs during the three months ended March 31, 2023 were $2.2 million compared to $1.5 million during the same period a year ago. Both net charge-off amounts were fully reserved in the respective prior periods and such specific reserves are included in the discussion of changes in specific reserves below.

Changes in loan volume and mix had no material impact on credit loss expense during the three months ended March 31, 2023 while such changes resulted in a benefit of $0.5 million during the same period a year ago.

The increased credit loss expense was partially offset by changes in new specific reserves. Such specific reserves decreased $0.9 million during the three months ended March 31, 2023 compared to an increase of $0.9 million during the same period a year ago.

Credit loss expense for off balance sheet credit exposures increased $1.5 million, primarily due to the changes in the assumptions used to project the loss rates previously discussed and increased underlying 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 March 31,
(Dollars in thousands)	2023		2022		$ Change		% Change
Service charges on deposits	$	1,713	$	1,963	$	(250)	(12.7)	%
Card income	1,968		2,011		(43)		(2.1)	%
Net OREO gains (losses) and valuation adjustments	—		(132)		132		100.0	%

Net gains (losses) on sale of loans	(84)		(66)		(18)		(27.3)	%
Fee income	6,150		5,703		447		7.8	%
Insurance commissions	1,593		1,672		(79)		(4.7)	%
Other	(318)		(30)		(288)		(960.0)	%
Total noninterest income	$	11,022	$	11,121	$	(99)	(0.9)	%

Noninterest income decreased $0.1 million, or 0.9%. Changes in selected components of noninterest income in the above table are discussed below.

•Fee income. Fee income increased $0.4 million, or 7.8%, due to a $0.3 million increase in early termination fees at our Factoring segment and a $0.7 million increase in fees earned by TriumphPay Audit during the three months ended March 31, 2023 compared to the same period a year ago.

•Other. Other noninterest income decreased $0.3 million primarily driven by a write down our revenue share asset, which is carried at fair value, of $0.6 million during the same period.

Noninterest Expense

The following table presents our major categories of noninterest expense:


	Three Months Ended March 31,
(Dollars in thousands)	2023		2022		$ Change		% Change
Salaries and employee benefits	$	54,686	$	46,284	$	8,402	18.2	%
Occupancy, furniture and equipment	6,703		6,436		267		4.1	%
FDIC insurance and other regulatory assessments	345		411		(66)		(16.1)	%
Professional fees	3,085		3,659		(574)		(15.7)	%
Amortization of intangible assets	2,850		3,108		(258)		(8.3)	%
Advertising and promotion	1,344		1,202		142		11.8	%
Communications and technology	10,852		9,112		1,740		19.1	%
Travel and entertainment	1,898		1,101		797		72.4	%
Other	7,518		7,251		267		3.7	%
Total noninterest expense	$	89,281	$	78,564	$	10,717	13.6	%

Noninterest expense increased $10.7 million, or 13.6%. 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 $8.4 million, or 18.2%, which is primarily due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense. Further, the size of our workforce increased period over period due to organic growth within the Company. Our average full-time equivalent employees were 1,459.8 and 1,291.0 for the three months ended March 31, 2023 and 2022, respectively. Further, accruals for bonus expense were $1.5 million higher period over period and compensation for temporary contract labor increased $1.7 million. Stock based compensation expense included in salaries and employee benefits expense decreased $1.7 million period over period. Sales commissions, primarily related to our operations at Triumph Financial Services and TriumphPay, decreased $1.5 million period over period.

•Professional Fees. Professional fees decreased $0.6 million, or 15.7%, primarily due to a $0.4 million decrease in legal and consulting fees period over period.

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•Communication and Technology. Communication and technology increased $1.7 million, or 19.1%, primarily as a result of increased spending on IT security, IT consulting, and IT license and software maintenance to develop efficiency in our operations and improve the functionality of our technology platforms period over period.

•Travel and Entertainment. Travel and entertainment expense increased $0.8 million, or 72.4%, primarily due to increased activities in this area.

•Other. Other noninterest expense includes loan-related expenses, software amortization, training and recruiting, postage, insurance, and subscription services. Other noninterest expense increased $0.3 million, or 3.7%. There were no notable variances in other noninterest expense period over period.

Income Taxes

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

Income tax expense decreased $6.3 million, from $7.8 million for the three months ended March 31, 2022 to $1.5 million for the three months ended March 31, 2023. The effective tax rate was 12% for the three months ended March 31, 2023, compared to 24% for the three months ended March 31, 2022. The decrease in the effective tax rate period over period was primarily driven by the performance based performance stock units windfall that was recorded during the three months ended March 31, 2023 as those related shares vested during the period.

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 Financial Services 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, 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 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 Brokers.

Prior to March 31, 2023, the majority of salaries and benefits expense for our executive leadership team, as well as other selling, general, and administrative shared services costs including human resources, accounting, finance, risk management and a significant amount of information technology expense, were allocated to the Banking segment. During the quarter ended March 31, 2023 management began allocating such shared service costs to its Corporate segment. We continue to make considerable investments in shared services that benefit the entire organization and by moving such expenses to the Corporate segment, our chief operating decision maker and investors now have greater visibility into the operating performance of each reportable segment. Prior periods were revised to reflect such allocations and achieve appropriate comparability.

Separately, prior to March 31, 2023, intersegment interest expense was allocated to the Factoring and Payments segments (when the Payments segment is not self-funded) based on a rolling average of Federal Home Loan Bank advance rates. When the Payments segment was self-funded with funding in excess of its factored receivables, intersegment interest income was allocated based on the Federal Funds effective rate. During the quarter ended March 31, 2023, we began allocating intersegment interest expense to the Factoring and Payments segments based on one-month term SOFR for their funding needs. When the Payments segment is self-funded, with funding in excess of its factored receivables, intersegment interest income will continue to be allocated based on the Federal Funds effective rate. Management believes that such intersegment interest allocations are more intuitive in the current interest rate environment. Prior periods were revised to reflect such allocations and achieve appropriate comparability.

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


(Dollars in thousands)
Three Months Ended March 31, 2023	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	59,726	$	38,157	$	2,747	$	44	$	100,674
Intersegment interest allocations	7,612		(9,154)		1,542		—		—
Total interest expense	4,948		—		—		2,344		7,292
Net interest income (expense)	62,390		29,003		4,289		(2,300)		93,382
Credit loss expense (benefit)	1,923		549		—		141		2,613
Net interest income after credit loss expense	60,467		28,454		4,289		(2,441)		90,769
Noninterest income	5,673		1,313		3,972		64		11,022
Noninterest expense	32,240		21,769		15,417		19,855		89,281
Net income (loss) before income tax expense	$	33,900	$	7,998	$	(7,156)	$	(22,232)	$	12,510


(Dollars in thousands)
Three Months Ended March 31, 2022	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	42,183	$	56,374	$	4,832	$	46	$	103,435
Intersegment interest allocations	605		(552)		(53)		—		—
Total interest expense	1,603		—		—		1,753		3,356
Net interest income (expense)	41,185		55,822		4,779		(1,707)		100,079
Credit loss expense (benefit)	(2,870)		1,949		354		1,068		501
Net interest income after credit loss expense	44,055		53,873		4,425		(2,775)		99,578
Noninterest income	5,971		1,871		3,242		37		11,121
Noninterest expense	28,612		22,131		14,333		13,488		78,564
Net income (loss) before income tax expense	$	21,414	$	33,613	$	(6,666)	$	(16,226)	$	32,135


(Dollars in thousands)
March 31, 2023	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,233,980	$	1,185,543	$	354,049	$	1,015,471	$	(2,160,858)	$	5,628,185
Gross loans	$	3,751,776	$	1,096,071	$	82,033	$	—	$	(619,874)	$	4,310,006

(Dollars in thousands)
December 31, 2022	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	4,910,628	$	1,260,209	$	371,948	$	1,061,662	$	(2,270,664)	$	5,333,783
Gross loans	$	3,572,716	$	1,151,727	$	85,722	$	—	$	(689,874)	$	4,120,291

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Banking


(Dollars in thousands)	Three Months Ended March 31,
Banking	2023		2022		$ Change		% Change
Total interest income	$	59,726	$	42,183	$	17,543	41.6	%
Intersegment interest allocations	7,612		605		7,007		1,158.2	%
Total interest expense	4,948		1,603		3,345		208.7	%
Net interest income (expense)	62,390		41,185		21,205		51.5	%
Credit loss expense (benefit)	1,923		(2,870)		4,793		167.0	%
Net interest income after credit loss expense	60,467		44,055		16,412		37.3	%
Noninterest income	5,673		5,971		(298)		(5.0)	%
Noninterest expense	32,240		28,612		3,628		12.7	%
Operating income (loss)	$	33,900	$	21,414	$	12,486	58.3	%

Our Banking segment’s operating income increased $12.5 million, or 58.3%.

Total interest income increased $17.5 million, or 41.6%, at our Banking segment due to an increase in average interest earning Banking assets. Additionally, the increase in interest income was driven by an increase in yields on interest earning assets at our Banking segment. Average loans in our Banking segment, excluding intersegment loans, decreased 3.8% from $3.033 billion for the three months ended March 31, 2022 to $2.917 billion for the three months ended March 31, 2023; however average balances of other interest earning assets at our Banking segment increased period over period. The decrease in average loan balances reflects decreases in the average balances of all Banking segment loan types except for general commercial, commercial real estate, residential real estate, mortgage warehouse, and liquid credit. Intersegment interest income allocated to our Banking segment increased period over period due to an increased interest rate charged to our Factoring segment consistent with increased interest rates experienced in the macro economy period over period.

Interest expense increased despite a decrease in average interest-bearing liabilities including a decrease in average total interest bearing deposits period over period. This increase was driven by higher interest rates paid on our 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 $1.1 million for the three months ended March 31, 2023 compared to a benefit to credit loss expense on loans of $2.0 million for the three months ended March 31, 2022. The increase in credit loss expense was the result of changes to the projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast period, increased specific reserves period over period, and changes in the volume and mix of the Banking segment's loan portfolio. Net charge-off activity did not have a material impact on credit loss expense at our Banking segment period over period.

Credit loss expense for off balance sheet credit exposures increased $1.5 million, from a benefit of $0.7 million for the three months ended March 31, 2022 to $0.8 million for the three months ended March 31, 2023, primarily due to the changes in the assumptions used to project the loss rates and increases in outstanding commitments to fund period over period.

There were no significant changes within the components of noninterest income at our Banking segment period over period.

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. The increase in noninterest expense was also driven by increased communications and information technology spend. Remaining fluctuations in the individual components of noninterest expense at our Banking segment were insignificant period over period.

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Year to date, our aggregate outstanding balances for our banking products, excluding intercompany loans, has increased $249.1 million, or 8.6%, to $3.132 billion as of March 31, 2023. The following table sets forth our banking loans:


(Dollars in thousands)	March 31, 2023		December 31, 2022		$ Change		% Change
Banking
Commercial real estate	$	695,160	$	678,144	$	17,016	2.5	%
Construction, land development, land	98,311		90,976		7,335		8.1	%
1-4 family residential	132,010		125,981		6,029		4.8	%
Farmland	67,596		68,934		(1,338)		(1.9)	%
Commercial - General	319,978		316,364		3,614		1.1	%
Commercial - Paycheck Protection Program	52		55		(3)		(5.5)	%
Commercial - Agriculture	38,637		48,494		(9,857)		(20.3)	%
Commercial - Equipment	483,911		454,117		29,794		6.6	%
Commercial - Asset-based lending	230,326		229,754		572		0.2	%
Commercial - Liquid Credit	167,048		202,326		(35,278)		(17.4)	%
Consumer	8,913		8,868		45		0.5	%
Mortgage Warehouse	889,960		658,829		231,131		35.1	%
Total banking loans	$	3,131,902	$	2,882,842	$	249,060	8.6	%

Factoring


(Dollars in thousands)	Three Months Ended March 31,
Factoring	2023		2022		$ Change		% Change
Total interest income	$	38,157	$	56,374	$	(18,217)	(32.3)	%
Intersegment interest allocations	(9,154)		(552)		(8,602)		(1,558.3)	%
Total interest expense	—		—		—		—
Net interest income (expense)	29,003		55,822		(26,819)		(48.0)	%
Credit loss expense (benefit)	549		1,949		(1,400)		(71.8)	%
Net interest income (expense) after credit loss expense	28,454		53,873		(25,419)		(47.2)	%
Noninterest income	1,313		1,871		(558)		(29.8)	%
Noninterest expense	21,769		22,131		(362)		(1.6)	%
Net income (loss) before income tax expense	$	7,998	$	33,613	$	(25,615)	(76.2)	%

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	Three Months Ended March 31,
	2023			2022
Factored receivable period end balance	$	1,096,071,000		$	1,666,530,000
Yield on average receivable balance	13.94		%	14.16		%
Current quarter charge-off rate	0.19		%	0.04		%
Factored receivables - transportation concentration	95		%	90		%

Interest income, including fees	$	38,157,000		$	56,374,000
Non-interest income	1,313,000			1,871,000
Factored receivable total revenue	39,470,000			58,245,000
Average net funds employed	976,216,000			1,451,984,000
Yield on average net funds employed	16.40		%	16.27		%

Accounts receivable purchased	$	2,927,104,000		$	4,041,883,000
Number of invoices purchased	1,491,763			1,604,012
Average invoice size	$	1,962		$	2,520
Average invoice size - transportation	$	1,911		$	2,401
Average invoice size - non-transportation	$	5,205		$	5,495

Metrics above include assets and deposits held for sale.

Our Factoring segment’s operating income decreased $25.6 million, or 76.2%.

Our average invoice size decreased 22.1% from $2,520 for the three months ended March 31, 2022 to $1,962 for the three months ended March 31, 2023. Additionally, the number of invoices purchased decreased 7.0% period over period.

Net interest income at our Factoring segment decreased period over period. Overall average net funds employed (“NFE”) decreased 32.8% during the three months ended March 31, 2023 compared to the same period in 2022. The decrease in average NFE was the result of decreased invoice purchase volume and decreased average invoice sizes. Those, in turn, resulted from a softening transportation market. See further discussion under the Recent Developments: Trucking Transportation section. We maintained high concentration in transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances. This concentration was at 95% at March 31, 2023 and 90% at March 31, 2022.

Credit loss expense at our Factoring segment decreased period over period, primarily due to a reduction in specific reserves and a reduction of period end volume of the factoring portfolio period over period. The reduction in credit loss expense was partially offset by increased net charge-offs. Changes in loss assumptions did not have a material impact on the change in credit loss expense period over period.

Noninterest income at our Factoring segment decreased period over period due to a $0.6 million write down on the fair value of our revenue share asset partially offset by a $0.3 million increase in early termination fees. Remaining fluctuations in the individual components of noninterest income at our Factoring segment were insignificant period over period.

Noninterest expense decreased primarily due to a decrease in salary and benefits expense driven mainly by a decrease in stock compensation. The decrease was partially offset by an increase in communications and technology expense as a result of increased spending on information technology to develop security and efficiency in our Factoring segment and improve the functionality of our technology platforms. 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 March 31,
Payments	2023		2022		$ Change		% Change
Total interest income	$	2,747	$	4,832	$	(2,085)	(43.1)	%
Intersegment interest allocations	1,542		(53)		1,595		3009.4	%
Total interest expense	—		—		—		—	%
Net interest income (expense)	4,289		4,779		(490)		(10.3)	%
Credit loss expense (benefit)	—		354		(354)		(100.0)	%
Net interest income after credit loss expense	4,289		4,425		(136)		(3.1)	%
Noninterest income	3,972		3,242		730		22.5	%
Noninterest expense	15,417		14,333		1,084		7.6	%
Net income (loss) before income tax expense	$	(7,156)	$	(6,666)	$	(490)	(7.4)	%


	Three Months Ended March 31,
	2023			2022
Factored receivable period end balance	$	82,033,000		$	178,879,000

Interest income	$	2,747,000		$	4,832,000
Intersegment interest income	1,542,000			—
Noninterest income	3,972,000			3,242,000
Total revenue	$	8,261,000		$	8,074,000

Operating income (loss)	$	(7,156,000)		$	(6,666,000)
Intersegment interest expense	—			53,000
Depreciation and software amortization expense	193,000			108,000
Intangible amortization expense	1,548,000			1,490,000
Earnings (losses) before interest, taxes, depreciation, and amortization	$	(5,415,000)		$	(5,015,000)



EBITDA margin	(66)		%	(62)		%

Number of invoices processed	4,260,654			3,982,879
Amount of payments processed	$	5,030,548,000		$	5,700,759,000
Network invoice volume	159,353			52,182
Network payment volume	$	289,667,000		$	129,569,000

Our Payments segment's operating loss increased $0.5 million, or 7.4%.

The number of invoices processed by our Payments segment increased 7.0% from 3,982,879 for the three months ended March 31, 2022 to 4,260,654 for the three months ended March 31, 2023, and the amount of payments processed decreased 11.8% from $5.701 billion for the three months ended March 31, 2022 to $5.031 billion for the three months ended March 31, 2023 driven by lower average invoice prices.

We began processing network transactions during the first quarter of 2022. When a fully integrated TriumphPay payor receives an invoice from a fully integrated TriumphPay payee, we call that a “network transaction.” All network transactions are included in our payment processing volume above. These transactions are facilitated through TriumphPay APIs with parties on both sides of the transaction using structured data; similar to how a credit card works at a point-of-sale terminal. The integrations largely automate the process and make it cheaper, faster and safer. During the three months ended March 31, 2023, we processed 159,353 network invoices representing a network payment volume of $289.7 million. During the three months ended March 31, 2022, we processed 52,182 network invoices representing a network payment volume of $129.6 million.

Net interest income decreased due to decreased factoring activity partially offset by increased yields at our Payments segment period over period and intersegment interest allocation.

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Noninterest income increased due to a $0.7 million increase in payment fees earned by TriumphPay during the three months ended March 31, 2023 compared to the same period a year ago.

Noninterest expense increased primarily due to an increase in salaries and employee benefits expense driven by increased headcount, merit increases for existing employees, higher health insurance benefit costs, incentive compensation, stock based compensation and 401(k) expense. Additionally at our Payments segment, communications and technology expense and travel and entertainment expense increased period over period. These increases were partially offset by decreased professional fees. We continue to invest in the operations of TriumphPay.

The acquisition of HubTran during 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 March 31,
Corporate	2023		2022		$ Change		% Change
Total interest income	$	44	$	46	$	(2)	(4.3)	%
Intersegment interest allocations	—		—		—		—
Total interest expense	2,344		1,753		591		33.7	%
Net interest income (expense)	(2,300)		(1,707)		(593)		(34.7)	%
Credit loss expense (benefit)	141		1,068		(927)		(86.8)	%
Net interest income (expense) after credit loss expense	(2,441)		(2,775)		334		12.0	%
Other noninterest income	64		37		27		73.0	%
Noninterest expense	19,855		13,488		6,367		47.2	%
Net income (loss) before income tax expense	$	(22,232)	$	(16,226)	$	(6,006)	(37.0)	%

The Corporate segment reported an operating loss of $22.2 million for the three months ended March 31, 2023 compared to an operating loss of $16.2 million for the three months ended March 31, 2022. The increased operating loss was driven by increased noninterest expense which was the result of increased salaries and benefits expense due to due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense. Further, the size of our workforce increased period over period due to organic growth within the Company. Additionally, travel and entertainment expense increased due to an increase in such activities. There were no other material fluctuations in the operating results of our Corporate segment period over period.

Financial Condition

Assets

Total assets were $5.628 billion at March 31, 2023, compared to $5.334 billion at December 31, 2022, an increase of $294.4 million, the components of which are discussed below.

Loan Portfolio

Loans held for investment were $4.310 billion at March 31, 2023, compared with $4.120 billion at December 31, 2022.

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


	March 31, 2023				December 31, 2022				$ Change		% Change
(Dollars in thousands)			% of Total				% of Total
Commercial real estate	$	695,160	16	%	$	678,144	16	%	$	17,016	2.5	%
Construction, land development, land	98,311		2	%	90,976		2	%	7,335		8.1	%
1-4 family residential	132,010		3	%	125,981		3	%	6,029		4.8	%
Farmland	67,596		2	%	68,934		2	%	(1,338)		(1.9	%)
Commercial	1,239,952		29	%	1,251,110		30	%	(11,158)		(0.9	%)
Factored receivables	1,178,104		27	%	1,237,449		31	%	(59,345)		(4.8	%)
Consumer	8,913		—	%	8,868		—	%	45		0.5	%
Mortgage warehouse	889,960		21	%	658,829		16	%	231,131		35.1	%
Total Loans	$	4,310,006	100	%	$	4,120,291	100	%	$	189,715	4.6	%

Commercial Real Estate Loans. Our commercial real estate loans increased $17.0 million, or 2.5%, due to new origination activity that outpaced paydowns.

Construction and Development Loans. Our construction and development loans increased $7.3 million, or 8.1%, due to origination and draw activity that outpaced paydowns and conversions to term loans.

Residential Real Estate Loans. Our one-to-four family residential loans increased $6.0 million, or 4.8%, due to new origination activity that outpaced paydowns.

Farmland Loans. Our farmland loans decreased $1.3 million, or 1.9%, due to paydowns that outpaced modest origination activity.

Commercial Loans. Our commercial loans held for investment decreased $11.2 million, or 0.9%, due to a decrease in period end liquid credit balances partially offset by increased equipment lending. Our other commercial lending products, comprised primarily of general commercial loans originated in our community banking markets, increased $3.6 million, or 1.1%.

The following table shows our commercial loans:


(Dollars in thousands)	March 31, 2023		December 31, 2022		$ Change		% Change
Commercial
Equipment	$	483,911	$	454,117	$	29,794	6.6	%
Asset-based lending	230,326		229,754		572		0.2	%
Liquid credit	167,048		202,326		(35,278)		(17.4	%)
Paycheck Protection Program loans	52		55		(3)		(5.5	%)
Agriculture	38,637		48,494		(9,857)		(20.3	%)
Other commercial lending	319,978		316,364		3,614		1.1	%
Total commercial loans	$	1,239,952	$	1,251,110	$	(11,158)	(0.9	%)

Factored Receivables. Our factored receivables decreased $59.3 million, or 4.8% due to a slowing freight market. At March 31, 2023, the balance of the Over-Formula Advance Portfolio included in factored receivables was $7.8 million. At March 31, 2023, 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 increased $0.0 million, or 0.5%, with no material activity during the period.

Mortgage Warehouse. Our mortgage warehouse facilities increased $231.1 million, or 35.1%, due to increased 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 $718.8 million for the three months ended March 31, 2023 compared to $636.7 million for the three months ended March 31, 2022.

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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:


	March 31, 2023
(Dollars in thousands)	One Year or Less		After One but within Five Years		After Five but within Fifteen Years		After Fifteen Years		Total
Commercial real estate	$	235,726	$	392,438	$	64,634	$	2,362	$	695,160
Construction, land development, land	67,166		27,486		3,659		—		98,311
1-4 family residential	9,061		28,683		16,023		78,243		132,010
Farmland	10,580		27,274		25,759		3,983		67,596
Commercial	313,705		875,865		50,382		—		1,239,952
Factored receivables	1,178,104		—		—		—		1,178,104
Consumer	1,390		6,623		893		7		8,913
Mortgage warehouse	889,960		—		—		—		889,960
	$	2,705,692	$	1,358,369	$	161,350	$	84,595	$	4,310,006

Sensitivity of loans to changes in interest rates:			After One but within Five Years		After Five but within Fifteen Years		After Fifteen Years
Predetermined (fixed) interest rates
Commercial real estate			$	261,725	$	5,954	$	506
Construction, land development, land			3,101		301		—
1-4 family residential			20,355		8,173		5,808
Farmland			18,565		1,045		—
Commercial			609,778		39,475		—
Factored receivables			—		—		—
Consumer			6,579		893		7
Mortgage warehouse			—		—		—
			$	920,103	$	55,841	$	6,321
Floating interest rates
Commercial real estate			$	130,713	$	58,680	$	1,856
Construction, land development, land			24,385		3,358		—
1-4 family residential			8,328		7,850		72,435
Farmland			8,709		24,714		3,983
Commercial			266,087		10,907		—
Factored receivables			—		—		—
Consumer			44		—		—
Mortgage warehouse			—		—		—
			$	438,266	$	105,509	$	78,274

Total			$	1,358,369	$	161,350	$	84,595

As of March 31, 2023, most of the Company’s non-factoring business activity is with customers located within certain states. The states of Texas (23%), Colorado (11%), Illinois (10%), and Iowa (6%) make up 50% 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, 2022, the states of Texas (23%), Illinois (11%), Colorado (11%), and Iowa (6%) made up 51% of the Company’s gross loans, excluding factored receivables.

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Further, a majority (96%) of our factored receivables, including factored receivables held for sale, representing approximately 26% of our total loan portfolio as of March 31, 2023, 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, 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, 2022, 96% of our factored receivables, representing approximately 29% 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, 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)	March 31, 2023			December 31, 2022
Nonperforming loans:
Commercial real estate	$	2,598		$	871
Construction, land development, land	—			150
1-4 family residential	1,226			1,391
Farmland	654			400
Commercial	13,529			15,896
Factored receivables	25,401			29,431
Consumer	89			91
Mortgage warehouse	—			—
Total nonperforming loans	43,497			48,230
Held to maturity securities	4,962			5,051
Other real estate owned, net	—			—
Other repossessed assets	1,030			1,300
Total nonperforming assets	$	49,489		$	54,581

Nonperforming assets to total assets	0.88		%	1.02		%
Nonperforming loans to total loans held for investment	1.01		%	1.17		%
Total past due loans to total loans held for investment	1.67		%	2.53		%

Nonperforming loans decreased $4.7 million, or 9.8%, due to a $3.3 million nonperforming equipment loan paydown, a $3.0 million paydown of a nonperforming liquid credit loan and a $4.0 million reduction in nonperforming factored receivables. These decreases were offset by the addition of a $2.4 million liquid credit loan secured by enterprise value, a $1.8 million equipment loan securitized by transportation equipment, a $1.6 million commercial and industrial general loan secured by equipment and real estate, and a $1.1 million commercial real estate loan secured by real estate. The entire $19.4 million of Misdirected Payments is included in nonperforming loans (specifically, factored receivables) in accordance with our policy.

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 1.01% at March 31, 2023 from 1.17% December 31, 2022.

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Our ratio of nonperforming assets to total assets decreased to 0.88% at March 31, 2023 from 1.02% December 31, 2022. 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 $0.1 million during the year.

Past due loans to total loans held for investment decreased to 1.67% at March 31, 2023 from 2.53% at December 31, 2022, as a result of the aforementioned loan activity and a decrease in past due factored receivables. Both the $7.8 million acquired factoring Over-Formula Advance balance and the $19.4 million Misdirected Payments balance are considered greater than 90 days past due at March 31, 2023.

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 2022 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.

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


	March 31, 2023						December 31, 2022
(Dollars in thousands)	Allocated Allowance		% of Loan Portfolio		ACL to Loans		Allocated Allowance		% of Loan Portfolio		ACL to Loans
Commercial real estate	$	4,292	16	%	0.62	%	$	4,459	16	%	0.66	%
Construction, land development, land	1,139		2	%	1.16	%	1,155		2	%	1.27	%
1-4 family residential	1,004		3	%	0.76	%	838		3	%	0.67	%
Farmland	472		2	%	0.70	%	483		2	%	0.70	%
Commercial	16,683		29	%	1.35	%	15,918		30	%	1.27	%
Factored receivables	17,581		27	%	1.49	%	19,121		31	%	1.55	%
Consumer	185		—	%	2.08	%	175		—	%	1.97	%
Mortgage warehouse	889		21	%	0.10	%	658		16	%	0.10	%
Total Loans	$	42,245	100	%	0.98	%	$	42,807	100	%	1.04	%

The ACL decreased $0.6 million, or 1.3%. This decrease reflects net charge-offs of $2.2 million and credit loss expense of $1.7 million. Refer to the Results of Operations: Credit Loss Expense section for discussion of material charge-offs and credit loss expense. At quarter end, our entire remaining Over-Formula Advance position was down from $8.2 million at December 31, 2022 to $7.8 million at March 31, 2023 and the entire balance at March 31, 2023 was fully reserved. At March 31, 2023, the Misdirected Payments amount was $19.4 million. Based on our legal analysis and discussions with our counsel advising us on this matter, we continue to 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 March 31, 2023.

A driver of the change in ACL is slight projected deterioration of the loss drivers that the Company forecasted to calculate expected losses at March 31, 2023 as compared to December 31, 2022. It had a negative impact on the Company’s loss drivers and assumptions over the reasonable and supportable forecast period and resulted in an increase of $0.4 million of ACL period over period.

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The following tables show our credit ratios and an analysis of our credit loss expense:


(Dollars in thousands)	March 31, 2023			December 31, 2022
Allowance for credit losses on loans	$	42,245		$	42,807
Total loans held for investment	$	4,310,006		$	4,120,291
Allowance to total loans held for investment	0.98		%	1.04		%

Nonaccrual loans	$	18,096		$	18,296
Total loans held for investment	$	4,310,006		$	4,120,291
Nonaccrual loans to total loans held for investment	0.42		%	0.44		%

Allowance for credit losses on loans	$	42,245		$	42,807
Nonaccrual loans	$	18,096		$	18,296
Allowance for credit losses to nonaccrual loans	233.45		%	233.97		%

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	Three Months Ended March 31,
	2023						2022
(Dollars in thousands)	Net Charge-Offs		Average Loans HFI		Net Charge-Off Ratio		Net Charge-Offs		Average Loans HFI		Net Charge-Off Ratio
Commercial real estate	$	(70)	$	686,183	(0.01)	%	$	94	$	633,372	0.01	%
Construction, land development, land	(1)		97,629		—	%	(1)		124,350		—	%
1-4 family residential	3		129,292		—	%	(3)		125,417		—	%
Farmland	—		68,355		—	%	—		75,172		—	%
Commercial	182		1,196,585		0.02	%	663		1,418,623		0.05	%
Factored receivables	2,090		1,193,515		0.18	%	679		1,781,112		0.04	%
Consumer	11		9,630		0.11	%	92		10,703		0.86	%
Mortgage warehouse	—		718,759		—	%	—		636,709		—	%
Total Loans	$	2,215	$	4,099,948	0.05	%	$	1,524	$	4,805,458	0.03	%

Quarter to date net loans charged off increased $0.7 million with no individually significant charge-offs in either period.

Securities

As of March 31, 2023 and December 31, 2022, we held equity securities with readily determinable fair values of $4.5 million and $5.2 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 March 31, 2023, we held debt securities classified as available for sale with a fair value of $317.1 million, an increase of $62.6 million from $254.5 million at December 31, 2022. The following table illustrates the changes in our available for sale debt securities:


	Available For Sale Debt Securities:
(Dollars in thousands)	March 31, 2023		December 31, 2022		$ Change		% Change
Mortgage-backed securities, residential	$	47,955	$	50,633	$	(2,678)	(5.3)	%
Asset-backed securities	6,293		6,331		(38)		(0.6)	%
State and municipal	13,417		13,438		(21)		(0.2)	%
CLO Securities	246,869		181,011		65,858		36.4	%
Corporate bonds	770		1,263		(493)		(39.0)	%
SBA pooled securities	1,793		1,828		(35)		(1.9)	%
	$	317,097	$	254,504	$	62,593	24.6	%

Our available for sale CLO portfolio consists of investment grade positions in high ranking tranches within their respective securitization structures. As of March 31, 2023, 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 March 31, 2023. 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 March 31, 2023, we held investments classified as held to maturity with an amortized cost, net of ACL, of $3.9 million, a decrease of $0.2 million from $4.1 million at December 31, 2022. 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 March 31, 2023.

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


	Maturity as of March 31, 2023
	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
Mortgage-backed securities	$	13	4.15	%	$	8,898	4.65	%	$	1,759	2.49	%	$	41,646	3.53	%	$	52,316	3.69	%
Asset-backed securities	—		—	%	—		—	%	5,000		4.65	%	1,333		6.22	%	6,333		4.98	%
State and municipal	829		2.23	%	1,949		3.07	%	1,126		2.49	%	9,558		2.50	%	13,462		2.57	%
CLO securities	—		—	%	—		—	%	69,930		7.01	%	179,690		7.26	%	249,620		7.19	%
Corporate bonds	500		5.57	%	—		—	%	—		—	%	269		5.07	%	769		5.40	%
SBA pooled securities	1		7.37	%	—		—	%	494		3.80	%	1,369		3.36	%	1,864		3.48	%
Total available for sale securities	$	1,343	3.50	%	$	10,847	4.37	%	$	78,309	6.68	%	$	233,865	6.36	%	$	324,364	6.36	%

Held to maturity securities:	$	—	—	%	$	—	—	%	$	6,453	2.44	%	$	—	—	%	$	6,453	2.44	%

Liabilities

Total liabilities were $4.801 billion as of March 31, 2023, compared to $4.445 billion at December 31, 2022, an increase of $356.2 million, the components of which are discussed below.

Deposits

The following table summarizes our deposits:


(Dollars in thousands)	March 31, 2023		December 31, 2022		$ Change		% Change
Noninterest bearing demand	$	1,727,749	$	1,756,680	$	(28,931)	(1.6	%)
Interest bearing demand	818,382		856,512		(38,130)		(4.5	%)
Individual retirement accounts	62,030		68,125		(6,095)		(8.9	%)
Money market	488,064		508,534		(20,470)		(4.0	%)
Savings	535,796		551,780		(15,984)		(2.9	%)
Certificates of deposit	286,153		319,150		(32,997)		(10.3	%)
Brokered time deposits	120,820		110,555		10,265		9.3	%

Total Deposits	$	4,038,994	$	4,171,336	$	(132,342)	(3.2	%)

Our total deposits decreased $132.3 million, or 3.2%, primarily due to decreases in interest bearing demand deposits, certificates of deposit, noninterest bearing demand deposits, money market deposits and savings deposits. As of March 31, 2023, interest bearing demand deposits, noninterest bearing deposits, money market deposits, other brokered deposits, and savings deposits accounted for 88% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered time deposits made up 12% of total deposits.

At March 31, 2023 we held $59.0 million of time deposits that meet or exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit. The following table provides information on the maturity distribution of time deposits exceeding the FDIC insurance limit as of March 31, 2023:


(Dollars in thousands)	Over $250,000
Maturity
3 months or less	$	17,522
Over 3 through 6 months	5,521
Over 6 through 12 months	17,392
Over 12 months	9,774
	$	50,209

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


	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022

(Dollars in thousands)	Average Balance		Weighted Avg Rates		% of Total		Average Balance		Weighted Avg Rates		% of Total
Interest bearing demand	$	836,309	0.28	%	21	%	$	837,682	0.21	%	18	%
Individual retirement accounts	65,182		0.53	%	2	%	82,692		0.51	%	2	%
Money market	498,083		0.92	%	12	%	538,553		0.21	%	12	%
Savings	544,939		0.23	%	13	%	509,986		0.15	%	11	%
Certificates of deposit	299,148		0.75	%	7	%	518,399		0.46	%	11	%
Brokered time deposits	99,182		2.25	%	2	%	18,401		0.07	%	—	%
Other brokered deposits	278		4.38	%	—	%	210,002		(0.09)	%	5	%
Total interest bearing deposits	2,343,121		0.55	%	57	%	2,715,715		0.23	%	59	%
Noninterest bearing demand	1,704,778		—		43	%	1,938,667		—		41	%
Total deposits	$	4,047,899	0.32	%	100	%	$	4,654,382	0.14	%	100	%

The Company's deposit base is made up of approximately 78,000 customers with over 110,000 accounts spread across 63 locations in six states. Our deposit base is diverse in terms of both geography and industry, comprised largely of retail as well small-to-medium sized business customers. The majority of our deposits are FDIC insured, and we did not see any material deposit withdrawal activity in the wake of the March 2023 bank failures. The modest runoff we did see in the first quarter appears to be a continuation of the trend we have seen over the past several quarters: the normalizing of pandemic-era surge balances and the movement of rate-sensitive excess balances to other investments.

Other Borrowings

Customer Repurchase Agreements

The following provides a summary of our customer repurchase agreements as of and for the three months ended March 31, 2023 and the year ended December 31, 2022:


(Dollars in thousands)	March 31, 2023			December 31, 2022
Amount outstanding at end of period	$	3,208		$	340
Weighted average interest rate at end of period	0.03		%	0.03		%
Average daily balance during the period	$	2,620		$	6,701
Weighted average interest rate during the period	0.03		%	0.03		%
Maximum month-end balance during the period	$	3,208		$	13,463

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 three months ended March 31, 2023 and the year ended December 31, 2022:


(Dollars in thousands)	March 31, 2023			December 31, 2022
Amount outstanding at end of period	$	530,000		$	30,000
Weighted average interest rate at end of period	5.11		%	4.25		%
Average amount outstanding during the period	138,778			69,658
Weighted average interest rate during the period	5.11		%	1.19		%
Highest month end balance during the period	530,000			230,000

Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans. At March 31, 2023 and December 31, 2022, we had $311.3 million and $646.3 million, respectively, in unused and available advances from the FHLB.

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Subordinated Notes

The following provides a summary of our subordinated notes as of March 31, 2023:


(Dollars in thousands)	Face Value		Carrying Value		Maturity Date	Current Interest Rate	First Repricing Date	Variable Interest Rate at Repricing Date	Initial Issuance Costs
Subordinated Notes issued November 27, 2019	$	39,500	$	38,936	2029	4.875%	11/27/2024	Three Month LIBOR plus 3.330%	$	1,218
Subordinated Notes issued August 26, 2021	70,000		69,080		2031	3.500%	9/01/2026	Three Month SOFR(1) plus 2.860%	$	1,776
	$	109,500	$	108,016

(1) Secured Overnight Financing Rate

The Subordinated Notes bear interest payable semi-annually in arrears to, but excluding the first repricing date, and thereafter payable quarterly in arrears at an annual floating rate. We may, at our option, beginning on the respective first repricing date and on any scheduled interest payment date thereafter, redeem the Subordinated Notes, in whole or in part, at a redemption price equal to the outstanding principal amount of the Subordinated Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

The Subordinated Notes are included on the consolidated balance sheets as liabilities at their carrying values; however, for regulatory purposes, the carrying value of these obligations were eligible for inclusion in Tier 2 regulatory capital. Issuance costs related to the Subordinated Notes have been netted against the subordinated notes liability on the balance sheet. The debt issuance costs are being amortized using the effective interest method through maturity and recognized as a component of interest expense.

The Subordinated Notes are subordinated in right of payment to the Company’s existing and future senior indebtedness and are structurally subordinated to the Company’s subsidiaries’ existing and future indebtedness and other obligations.

Junior Subordinated Debentures

The following provides a summary of our junior subordinated debentures as of March 31, 2023:


(Dollars in thousands)	Face Value		Carrying Value		Maturity Date	Interest Rate
National Bancshares Capital Trust II	$	15,464	$	13,523	September 2033	LIBOR + 3.00%
National Bancshares Capital Trust III	17,526		13,465		July 2036	LIBOR + 1.64%
ColoEast Capital Trust I	5,155		3,778		September 2035	LIBOR + 1.60%
ColoEast Capital Trust II	6,700		4,890		March 2037	LIBOR + 1.79%
Valley Bancorp Statutory Trust I	3,093		2,910		September 2032	LIBOR + 3.40%
Valley Bancorp Statutory Trust II	3,093		2,733		July 2034	LIBOR + 2.75%
	$	51,031	$	41,299

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 $41.3 million was allowed in the calculation of Tier I capital as of March 31, 2023.

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Capital Resources and Liquidity Management

Capital Resources

Our stockholders’ equity totaled $827.2 million as of March 31, 2023, compared to $889.0 million as of December 31, 2022, a decrease of $61.8 million. Stockholders’ equity decreased during this period primarily due to treasury stock purchases made under our accelerated share repurchase program, offset in part by our net income of $11.0 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 March 31, 2023, TBK Bank had $527.2 million of unused borrowing capacity from the Federal Reserve Bank discount window and unsecured federal funds lines of credit with six unaffiliated banks totaling $202.5 million, with no amounts advanced against those lines. Additionally, as of March 31, 2023, we had $311.3 million in unused and available advances from the FHLB.

As the March bank failures and related speculation unfolded, we elected to add liquidity to our balance sheet out of an abundance of caution. We added an incremental $500 million of FHLB advances during the quarter, the majority of which was drawn in March. Maturities on these new advances are staggered through the second quarter. Note that we routinely utilize FHLB advances to support the fluctuating and sometimes unpredictable balances in our mortgage warehouse lending portfolio, and we will continue to do so.

Contractual Obligations

The following table summarizes our contractual obligations and other commitments to make future payments as of March 31, 2023. The amount of the obligations presented in the table reflect principal amounts only and exclude 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 - March 31, 2023
(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	$	3,208	$	3,208	$	—	$	—	$	—
Federal Home Loan Bank advances	530,000		500,000		—		30,000		—
Subordinated notes	109,500		—		—		—		109,500
Junior subordinated debentures	51,031		—		—		—		51,031
Operating lease agreements	37,587		5,588		10,658		9,630		11,711
Time deposits with stated maturity dates	469,003		411,815		47,556		9,592		40
Total contractual obligations	$	1,200,329	$	920,611	$	58,214	$	49,222	$	172,282

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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.

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, 2022, 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 2022 Form 10-K.

Recently Issued Accounting Pronouncements

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

Forward-Looking Statements

This document contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control, 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;

•our ability to mitigate our risk exposures;

•our ability to maintain our historical earnings trends;

•changes in management personnel;

•interest rate risk;

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•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 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;

•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;

•increases in our capital requirements and;

•the impact of COVID-19 on our business.

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.

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ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Asset/Liability Management and Interest Rate Risk

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

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

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

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

The following table summarizes simulated change in net interest income versus unchanged rates as of March 31, 2023 and December 31, 2022:


	March 31, 2023				December 31, 2022
	Following 12 Months		Months 13-24		Following 12 Months		Months 13-24
+400 basis points	18.9	%	23.5	%	19.4	%	24.9	%
+300 basis points	14.2	%	17.5	%	14.5	%	18.5	%
+200 basis points	9.4	%	11.6	%	9.7	%	12.2	%
+100 basis points	4.7	%	5.8	%	4.8	%	6.1	%
Flat rates	0.0	%	0.0	%	0.0	%	0.0	%
-100 basis points	(4.8	%)	(6.0	%)	(5.0	%)	(6.2	%)
-200 basis points	(10.0	%)	(12.5	%)	(10.4	%)	(13.0	%)

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The following table presents the change in our economic value of equity as of March 31, 2023 and December 31, 2022, assuming immediate parallel shifts in interest rates:


	Economic Value of Equity at Risk (%)
	March 31, 2023		December 31, 2022
+400 basis points	20.3	%	20.0	%
+300 basis points	16.2	%	15.7	%
+200 basis points	11.5	%	10.9	%
+100 basis points	6.2	%	5.8	%
Flat rates	0.0	%	0.0	%
-100 basis points	(6.9	%)	(6.4	%)
-200 basis points	(14.6	%)	(13.7	%)

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 March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business. 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.

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We are party to a lawsuit in the United States Court of Federal Claims seeking a ruling that the United States Postal Service (“USPS”) is obligated to 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, 2022.

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


Period	(a) Total number of shares (or units) purchased	(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs	(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1, 2023 — January 31, 2023	—	$	—	—	76,300,000
February 1, 2023 — February 28, 2023	961,373	$	58.25	961,373	20,300,000
March 1, 2023 — March 31, 2023	—	$	—	—	20,300,000
Total	961,373	$	58.25	961,373

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

In April 2023, TBK Bank d/b/a TriumphPay entered into an agreement (the “Highway Agreement”) with Highway App, Inc., a Delaware corporation (“Highway”), whereby TriumphPay would integrate with Highway’s carrier onboarding service and license certain information to Highway for the limited purpose of allowing Highway to develop and market certain fraud mitigation services to mutual clients of Highway and TriumphPay. In connection therewith, TriumphPay shall be entitled to a portion of any fees generated by Highway for such services. The Company is currently unable to estimate the amount of fees, if any, that will be generated pursuant to the Highway Agreement, as the fraud mitigation services are a newly developed product of Highway. Jordan Graft, brother of the Company’s Chief Executive Officer Aaron Graft, is the founder and majority shareholder of Highway. The Highway Agreement and the related transactions thereunder were approved by the Company’s Nominating and Corporate Governance Committee and were determined to be on terms no less favorable than could be obtained in an arms-length transaction, considering both Triumph’s revenue share from the sale of the fraud mitigation services and the benefits such services could provide TriumphPay in attracting and retaining clients. Neither Aaron Graft nor any of the Company’s other directors or executive officers have any investments in or other interests in Highway.

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						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 December 1, 2022.

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.

3.6						Amendment No. 2 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 December 1, 2022.

31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						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).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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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 FINANCIAL INC.
		(Registrant)

Date:	April 25, 2023	/s/ Aaron P. Graft
		Aaron P. Graft President and Chief Executive Officer

Date:	April 25, 2023	/s/ W. Bradley Voss
		W. Bradley Voss Chief Financial Officer