UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


			FORM			10-Q

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

For the quarterly period ended ~~June~~September 30, 2022

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

For the transition period from to .

Commission File Number: 001-36682


			VERITEX HOLDINGS, INC.
			(Exact name of registrant as specified in its charter)


Texas		27-0973566
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

8214 Westchester Drive, Suite 800
Dallas,	Texas	75225
(Address of principal executive offices)		(Zip code)


			(972)			349-6200
			(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01

VBTX

Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of ~~August 5,~~November 4, 2022, there were ~~53,976,636~~54,005,123 outstanding shares of the registrant’s common stock, par value $0.01 per share.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES



		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements – ~~(Unaudited)~~	3
	~~Consolidated Balance Sheets as of~~ ~~June~~ 3 0 ~~, 2022 and December 31, 2021~~Unaudited	4
	Consolidated ~~Statements of Income for the Three~~ ~~and Six~~ ~~Months Ended~~ ~~June~~ 3 0 ~~, 2022 and 2021~~Balance Sheets	5
	Consolidated Statements of ~~Comprehensive~~ Income ~~for the Three~~ ~~and Six~~ ~~Months EndedJune 30, 2022 and 2021~~	6
	Consolidated Statements of ~~Changes in Stockholders’ Equity for the Three~~ ~~and Six~~ ~~Months Ended~~ ~~June~~ 3 0 ~~, 2022 and 2021~~Comprehensive Income	78
	Consolidated Statements of Changes in Stockholders’ Equity	9
	Consolidated Statements of Cash Flows ~~for the~~ ~~Six~~ ~~Months Ended~~ ~~June~~ 3 0 ~~, 2022 and 2021~~	911
	Notes to Consolidated Financial Statements	1013
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4652
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7379
Item 4.	Controls and Procedures	7581

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	7682
Item 1A.	Risk Factors	7682
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
~~Item 3.~~	~~Defaults Upon Senior Securities~~	76
~~Item 4.~~	~~Mine Safety Disclosures~~	76
~~Item 5.~~	~~Other Information~~	7682
Item 6.	Exhibits	7782
SIGNATURES		7884

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

as of ~~June~~September 30, 2022 and December 31, 2021

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


		June 30,		December 31,			September 30,		December 31,
		2022		2021			2022		2021
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Cash and due from banks	Cash and due from banks	$	58,539	$	44,023	Cash and due from banks	$	52,029	$	44,023
Interest bearing deposits in other banks	Interest bearing deposits in other banks	352,177		335,761		Interest bearing deposits in other banks	381,868		335,761
Total cash and cash equivalents	Total cash and cash equivalents	410,716		379,784		Total cash and cash equivalents	433,897		379,784
Debt securities available-for-sale (“AFS”), at fair value	Debt securities available-for-sale (“AFS”), at fair value	1,170,004		993,058		Debt securities available-for-sale (“AFS”), at fair value	1,114,886		993,058
Debt securities held-to-maturity (“HTM”) (fair value of $162,297 and $61,446, at June 30, 2022 and December 31, 2021, respectively)		184,399		59,436
Debt securities held-to-maturity (“HTM”) (fair value of $155,551 and $61,446, at September 30, 2022 and December 31, 2021, respectively)						Debt securities held-to-maturity (“HTM”) (fair value of $155,551 and $61,446, at September 30, 2022 and December 31, 2021, respectively)	188,118		59,436
Equity securities	Equity securities	15,590		15,393		Equity securities	19,199		15,393
Securities purchased under agreements to resell	Securities purchased under agreements to resell	98,961		102,288		Securities purchased under agreements to resell	—		102,288
Investment in unconsolidated subsidiaries	Investment in unconsolidated subsidiaries	1,018		1,018		Investment in unconsolidated subsidiaries	1,018		1,018
Federal Home Loan Bank of Dallas (“FHLB”) Stock and Federal Reserve Bank (“FRB”) Stock	Federal Home Loan Bank of Dallas (“FHLB”) Stock and Federal Reserve Bank (“FRB”) Stock	87,116		71,892		Federal Home Loan Bank of Dallas (“FHLB”) Stock and Federal Reserve Bank (“FRB”) Stock	95,334		71,892
Total investments	Total investments	1,557,088		1,243,085		Total investments	1,418,555		1,243,085
Loans held for sale	Loans held for sale	14,210		26,007		Loans held for sale	17,644		26,007
Loans held for investment (“LHI”), Paycheck Protection Program (“PPP”) loans, carried at fair value		7,339		53,369
Loans held for investment (“LHI”), including Paycheck Protection Program (“PPP”) loans, carried at fair value						Loans held for investment (“LHI”), including Paycheck Protection Program (“PPP”) loans, carried at fair value	2,821		53,369
LHI, mortgage warehouse (“MW”)	LHI, mortgage warehouse (“MW”)	629,291		565,645		LHI, mortgage warehouse (“MW”)	523,805		565,645
LHI, excluding MW and PPP	LHI, excluding MW and PPP	7,915,792		6,766,009		LHI, excluding MW and PPP	8,510,433		6,766,009
Less: Allowance for credit losses (“ACL”)	Less: Allowance for credit losses (“ACL”)	(80,576)		(77,754)		Less: Allowance for credit losses (“ACL”)	(85,037)		(77,754)
Total LHI, net	Total LHI, net	8,471,846		7,307,269		Total LHI, net	8,952,022		7,307,269
Bank-owned life insurance (“BOLI”)	Bank-owned life insurance (“BOLI”)	84,097		83,194		Bank-owned life insurance (“BOLI”)	84,030		83,194
Bank premises, furniture and equipment, net		108,769		109,271
Other real estate owned (“OREO”)		1,032		—
Premises and equipment, net						Premises and equipment, net	108,720		109,271

Intangible assets, net of accumulated amortization	Intangible assets, net of accumulated amortization	59,011		66,017		Intangible assets, net of accumulated amortization	56,238		66,017
Goodwill	Goodwill	404,452		403,771		Goodwill	404,452		403,771
Other assets	Other assets	193,590		138,851		Other assets	238,896		138,851
Total assets	Total assets	$	11,304,811	$	9,757,249	Total assets	$	11,714,454	$	9,757,249
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:	Deposits:					Deposits:
Noninterest-bearing deposits	Noninterest-bearing deposits	$	2,947,830	$	2,510,723	Noninterest-bearing deposits	$	2,811,412	$	2,510,723
Interest-bearing transaction and savings deposits	Interest-bearing transaction and savings deposits	4,007,250		3,276,312		Interest-bearing transaction and savings deposits	4,269,668		3,276,312
Certificates and other time deposits	Certificates and other time deposits	1,562,626		1,576,580		Certificates and other time deposits	1,667,364		1,576,580
Total deposits	Total deposits	8,517,706		7,363,615		Total deposits	8,748,444		7,363,615
Accounts payable and other liabilities	Accounts payable and other liabilities	126,116		69,160		Accounts payable and other liabilities	173,198		69,160
Advances from FHLB	Advances from FHLB	1,000,000		777,562		Advances from FHLB	1,150,000		777,562
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes	228,272		227,764		Subordinated debentures and subordinated notes	228,524		227,764
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	3,275		4,069		Securities sold under agreements to repurchase	2,389		4,069
Total liabilities	Total liabilities	9,875,369		8,442,170		Total liabilities	10,302,555		8,442,170
Commitments and contingencies (Notes 8 and 11)	Commitments and contingencies (Notes 8 and 11)	0		0		Commitments and contingencies (Notes 8 and 11)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, $0.01 par value; 75,000,000 shares authorized; 60,589,131 and 56,010,423 shares issued at June 30, 2022 and December 31, 2021, respectively; 53,951,037 and 49,372,329 shares outstanding at June 30, 2022 and December 31, 2021, respectively		606		560
Common stock, $0.01 par value:						Common stock, $0.01 par value:
Authorized shares - 75,000,000						Authorized shares - 75,000,000
Issued shares - 60,621,985 and 56,010,423 at September 30, 2022 and December 31, 2021, respectively						Issued shares - 60,621,985 and 56,010,423 at September 30, 2022 and December 31, 2021, respectively	606		560

Additional paid-in capital (“APIC”)	Additional paid-in capital (“APIC”)	1,300,170		1,142,758		Additional paid-in capital (“APIC”)	1,303,171		1,142,758
Retained earnings	Retained earnings	317,664		275,273		Retained earnings	350,195		275,273
Accumulated other comprehensive (loss) income (“AOCI”)	Accumulated other comprehensive (loss) income (“AOCI”)	(21,416)		64,070		Accumulated other comprehensive (loss) income (“AOCI”)	(74,491)		64,070
Treasury stock, 6,638,094 and 6,638,094 shares at cost at June 30, 2022 and December 31, 2021, respectively		(167,582)		(167,582)
Treasury stock, 6,638,094 and 6,638,094 shares at cost at September 30, 2022 and December 31, 2021, respectively						Treasury stock, 6,638,094 and 6,638,094 shares at cost at September 30, 2022 and December 31, 2021, respectively	(167,582)		(167,582)
Total stockholders’ equity	Total stockholders’ equity	1,429,442		1,315,079		Total stockholders’ equity	1,411,899		1,315,079
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	11,304,811	$	9,757,249	Total liabilities and stockholders’ equity	$	11,714,454	$	9,757,249

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021

(Dollars in thousands, except per share amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Interest and dividend income:	Interest and dividend income:									Interest and dividend income:
Loans, including fees		$	82,191	$	67,814	$	153,634	$	135,213
Interest and fees on Loans										Interest and fees on Loans	$	109,199	$	71,139	$	262,833	$	206,352
Debt securities	Debt securities	9,632		7,529		17,394		14,966		Debt securities	10,462		7,613		27,856		22,579
Deposits in financial institutions and Fed Funds sold	Deposits in financial institutions and Fed Funds sold	714		167		976		294		Deposits in financial institutions and Fed Funds sold	1,898		130		2,874		424
Equity securities and other investments	Equity securities and other investments	1,057		672		1,967		1,335		Equity securities and other investments	1,666		898		3,633		2,233
Total interest and dividend income	Total interest and dividend income	93,594		76,182		173,971		151,808		Total interest and dividend income	123,225		79,780		297,196		231,588
Interest expense:	Interest expense:									Interest expense:
Transaction and savings deposits	Transaction and savings deposits	4,094		1,661		5,845		3,641		Transaction and savings deposits	12,897		1,588		18,742		5,229
Certificates and other time deposits	Certificates and other time deposits	1,465		2,423		2,845		5,484		Certificates and other time deposits	3,919		1,934		6,764		7,418
Advances from FHLB	Advances from FHLB	834		1,829		2,381		3,641		Advances from FHLB	2,543		1,848		4,924		5,489
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes	2,721		3,138		5,380		6,276		Subordinated debentures and subordinated notes	2,826		3,134		8,206		9,410
Total interest expense	Total interest expense	9,114		9,051		16,451		19,042		Total interest expense	22,185		8,504		38,636		27,546
Net interest income	Net interest income	84,480		67,131		157,520		132,766		Net interest income	101,040		71,276		258,560		204,042
Provision for credit losses	Provision for credit losses	9,000		—		8,500		—		Provision for credit losses	6,650		—		15,150		—
Provision for credit losses on unfunded commitments		—		577		493		7
Provision (benefit) for credit losses on unfunded commitments										Provision (benefit) for credit losses on unfunded commitments	850		(448)		1,343		(441)
Net interest income after provision for credit losses	Net interest income after provision for credit losses	75,480		66,554		148,527		132,759		Net interest income after provision for credit losses	93,540		71,724		242,067		204,483
Noninterest income:	Noninterest income:									Noninterest income:
Service charges and fees on deposit accounts	Service charges and fees on deposit accounts	5,039		3,847		9,749		7,476		Service charges and fees on deposit accounts	5,217		4,484		14,966		11,960
Loan fees	Loan fees	2,385		1,823		5,179		3,164		Loan fees	2,786		1,746		7,965		4,910

Loss on sales of securities										Loss on sales of securities	—		(188)		—		(188)
Gain on sale of mortgage loans held for sale	Gain on sale of mortgage loans held for sale	223		385		530		892		Gain on sale of mortgage loans held for sale	16		407		546		1,299
Government guaranteed loan income, net	Government guaranteed loan income, net	789		3,448		5,680		9,996		Government guaranteed loan income, net	572		2,341		6,252		12,337
Equity method investment income		966		—		1,333		—
Equity method investment (loss) income										Equity method investment (loss) income	(1,058)		4,522		275		4,522
Customer swap income										Customer swap income	3,358		1,093		5,625		1,694
Other	Other	976		2,953		3,004		5,100		Other	2,130		1,222		2,867		5,721
Total noninterest income	Total noninterest income	10,378		12,456		25,475		26,628		Total noninterest income	13,021		15,627		38,496		42,255
Noninterest expense:	Noninterest expense:									Noninterest expense:
Salaries and employee benefits	Salaries and employee benefits	26,924		23,451		54,437		46,383		Salaries and employee benefits	29,714		22,964		84,151		69,347
Occupancy and equipment	Occupancy and equipment	4,496		4,233		9,013		8,329		Occupancy and equipment	4,615		4,536		13,628		12,865
Professional and regulatory fees	Professional and regulatory fees	2,865		3,086		6,023		6,527		Professional and regulatory fees	3,718		3,401		9,741		9,928
Data processing and software expense	Data processing and software expense	3,386		2,536		6,307		4,855		Data processing and software expense	3,509		2,494		9,816		7,349
Marketing	Marketing	2,306		1,841		3,493		2,750		Marketing	1,845		1,151		5,338		3,901
Amortization of intangibles	Amortization of intangibles	2,495		2,517		4,990		5,054		Amortization of intangibles	2,494		2,509		7,484		7,563
Telephone and communications	Telephone and communications	352		337		737		674		Telephone and communications	389		380		1,126		1,054
Merger and acquisition (“M&A”) expense	Merger and acquisition (“M&A”) expense	295		—		995		—		Merger and acquisition (“M&A”) expense	384		—		1,379		—

Other	Other	5,034		3,716		8,730		6,742		Other	4,323		3,886		13,053		10,628
Total noninterest expense	Total noninterest expense	48,153		41,717		94,725		81,314		Total noninterest expense	50,991		41,321		145,716		122,635
Income before income tax expense	Income before income tax expense	37,705		37,293		79,277		78,073		Income before income tax expense	55,570		46,030		134,847		124,103
Income tax expense	Income tax expense	8,079		7,837		16,181		16,830		Income tax expense	12,248		9,195		28,429		26,025
Net income	Net income	$	29,626	$	29,456	$	63,096	$	61,243	Net income	$	43,322	$	36,835	$	106,418	$	98,078

Basic earnings per share (“EPS”)	Basic earnings per share (“EPS”)	$	0.55	$	0.60	$	1.21	$	1.24	Basic earnings per share (“EPS”)	$	0.80	$	0.75	$	2.01	$	1.98
Diluted EPS	Diluted EPS	$	0.54	$	0.59	$	1.19	$	1.22	Diluted EPS	$	0.79	$	0.73	$	1.98	$	1.95

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021

(Dollars in thousands)


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021				2022		2021		2022		2021
Net income	Net income	$	29,626	$	29,456	$	63,096	$	61,243		Net income	$	43,322	$	36,835	$	106,418	$	98,078
Other comprehensive income:	Other comprehensive income:										Other comprehensive income:
Net unrealized (losses) gains on debt securities AFS:	Net unrealized (losses) gains on debt securities AFS:										Net unrealized (losses) gains on debt securities AFS:
Change in net unrealized losses on debt securities AFS during the period, net		(39,374)		10,303		(88,450)		(9,134)
Change in net unrealized loss on debt securities AFS during the period, net											Change in net unrealized loss on debt securities AFS during the period, net	(48,572)		(6,886)		(137,022)		(16,020)
Amortization from transfer of debt securities from AFS to HTM	Amortization from transfer of debt securities from AFS to HTM	(151)		—		4,104		—			Amortization from transfer of debt securities from AFS to HTM	(154)		—		3,950		—

Net unrealized (losses) gains on debt securities AFS		(39,525)		10,303		(84,346)		(9,134)
Reclassification adjustment for net losses included in net income											Reclassification adjustment for net losses included in net income	—		188		—		188
Net unrealized losses on debt securities AFS											Net unrealized losses on debt securities AFS	(48,726)		(6,698)		(133,072)		(15,832)

Net unrealized (losses) gains on derivative instruments designated as cash flow hedges	Net unrealized (losses) gains on derivative instruments designated as cash flow hedges	(11,572)		8,401		(24,953)		35,672			Net unrealized (losses) gains on derivative instruments designated as cash flow hedges	(18,416)		(2,831)		(43,370)		32,841

Other comprehensive (losses) income, before tax		(51,097)		18,704		(109,299)		26,538
Other comprehensive (loss) income, before tax											Other comprehensive (loss) income, before tax	(67,142)		(9,529)		(176,442)		17,009
Income tax (benefit) expense	Income tax (benefit) expense	(10,699)		3,928		(23,813)		5,574			Income tax (benefit) expense	(14,067)		(2,001)		(37,881)		3,573
Other comprehensive (loss) income, net of tax	Other comprehensive (loss) income, net of tax	(40,398)		14,776		(85,486)		20,964			Other comprehensive (loss) income, net of tax	(53,075)		(7,528)		(138,561)		13,436
Comprehensive (loss) income	Comprehensive (loss) income	$	(10,772)	$	44,232	$	(22,390)	$	82,207		Comprehensive (loss) income	$	(9,753)	$	29,307	$	(32,143)	$	111,514

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021

(In thousands, except for shares)


Three Months Ended June 30, 2022
Three Months Ended September 30, 2022																						Three Months Ended September 30, 2022
		Common Stock			Treasury Stock			APIC		Retained Earnings				AOCI						Total					Common Stock					Treasury Stock					APIC			Retained Earnings				AOCI						Total
		Shares	Amount		Shares	Amount												Total	Shares					Amount		Shares			Amount		APIC		Retained Earnings	AOCI							Total
Balance at March 31, 2022		53,908,924	$	605	6,638,094	$	(167,582)	$	1,297,161			$	298,830			$	18,982						$	1,447,996
Restricted stock units (“RSU”) vested, net of 3,669 shares withheld to cover tax withholdings		12,885	—		—	—		(155)		—				—						(155)
Balance at June 30, 2022																						Balance at June 30, 2022			53,951,037		$	606		6,638,094						$	(167,582)		$	1,300,170				$	317,664	$	(21,416)			$	1,429,442
Restricted stock units (“RSU”) vested, net of 1,829 shares withheld to cover tax withholdings																						Restricted stock units (“RSU”) vested, net of 1,829 shares withheld to cover tax withholdings			26,933		—			—		—			(74)			—				—						(74)
Exercise of employee stock options	Exercise of employee stock options	29,228	1		—	—		520		—				—						521		Exercise of employee stock options			5,921		—			—		—			(40)			—				—						(40)

Stock based compensation	Stock based compensation		—		—	—		2,644		—										2,644		Stock based compensation					—			—		—			3,115			—										3,115

Net income	Net income	—	—		—	—		—		29,626				—						29,626		Net income			—		—			—		—			—			43,322				—						43,322
Dividends paid	Dividends paid	—	—		—	—		—		(10,792)				—						(10,792)		Dividends paid			—		—			—		—			—			(10,791)				—						(10,791)
Other comprehensive loss	Other comprehensive loss	—	—		—	—		—		—				(40,398)						(40,398)		Other comprehensive loss			—		—			—		—			—			—				(53,075)						(53,075)
Balance at June 30, 2022		53,951,037	$	606	6,638,094	$	(167,582)	$	1,300,170	$	317,664			$	(21,416)					$	1,429,442
Balance at September 30, 2022																						Balance at September 30, 2022			53,983,891		$	606		6,638,094		$	(167,582)		$	1,303,171		$	350,195			$	(74,491)					$	1,411,899

Three Months Ended June 30, 2021
Common Stock Treasury Stock APIC Retained
Earnings AOCI
Shares Amount Shares Amount Total
Balance at March 31, 2021 49,432,750 $ 557 6,309,972 $ (156,147) $ 1,131,324 $ 195,661 $ 62,413 $ 1,233,808
RSU vested, net of 2,402 shares withheld to cover tax withholdings 20,946 1 — — (83) — — (82)
Exercise of employee stock options, net of 19,616 and 3,831 shares withheld to cover tax withholdings and exercise price, respectively 44,599 — — — 670 — — 670
Stock based compensation — — — — 2,692 — — 2,692
Net income — — — — — 29,456 — 29,456
Dividends paid — — — — — (8,413) — (8,413)
Other comprehensive income — — — — — — 14,776 14,776
Balance at June 30, 2021 49,498,295 $ 558 6,309,972 $ (156,147) $ 1,134,603 $ 216,704 $ 77,189 $ 1,272,907


Three Months Ended September 30, 2021
	Common Stock			Treasury Stock			APIC		Retained Earnings		AOCI
	Shares	Amount		Shares	Amount								Total
Balance at June 30, 2021	49,498,295	$	558	6,309,972	$	(156,147)	$	1,134,603	$	216,704	$	77,189		$	1,272,907
RSU vested, net of 2,755 shares withheld to cover tax withholdings	22,354	—		—	—		(97)		—		—			(97)
Exercise of employee stock options, no shares withheld to cover tax withholdings and exercise price	21,501	1		—	—		552		—		—			553
Stock warrants exercised	15,000	—		—	—		165		—		—			165
Stock buyback	(328,122)	—		328,122	(11,435)		—		—		—			(11,435)
Stock based compensation	—	—		—	—		2,666		—		—			2,666

Net income	—	—		—	—		—		36,835		—			36,835
Dividends paid	—	—		—	—		—		(9,906)		—			(9,906)

Other comprehensive loss	—	—		—	—		—		—		(7,528)			(7,528)
Balance at September 30, 2021	49,229,028	$	559	6,638,094	$	(167,582)	$	1,137,889	$	243,633	$	69,661		$	1,284,160

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021

(Dollars in thousands)


Six Months Ended June 30, 2022
Nine Months Ended September 30, 2022																						Nine Months Ended September 30, 2022
		Common Stock			Treasury Stock			APIC		Retained Earnings				AOCI											Common Stock						Treasury Stock					APIC			Retained Earnings				AOCI
		Shares	Amount		Shares	Amount												Total			Shares				Amount		Shares				Amount		APIC		Retained Earnings			AOCI							Total
Balance at December 31, 2021	Balance at December 31, 2021	49,372,329	$	560	6,638,094	$	(167,582)	$	1,142,758			$	275,273			$	64,070					$	1,315,079	Balance at December 31, 2021		49,372,329			$	560		6,638,094							$	(167,582)	$	1,142,758	$	275,273	$	64,070			$	1,315,079

RSU vested, net of 71,634 shares withheld to cover tax withholdings		200,686	2		—	—		(2,994)		—				—					(2,992)
RSU vested, net of 73,463 shares withheld to cover tax withholdings																						RSU vested, net of 73,463 shares withheld to cover tax withholdings			227,619		2				—		—			(3,068)			—				—				(3,066)
Exercise of employee stock options, net of 28,064 and 6,905 shares withheld to cover exercise price and tax withholding, respectively	Exercise of employee stock options, net of 28,064 and 6,905 shares withheld to cover exercise price and tax withholding, respectively	63,548	1		—	—		618		—				—					619			Exercise of employee stock options, net of 28,064 and 6,905 shares withheld to cover exercise price and tax withholding, respectively			69,469		1				—		—			578			—				—				579

Stock based compensation	Stock based compensation	—	—		—	—		5,962		—				—					5,962			Stock based compensation			—		—				—		—			9,077			—				—				9,077
Common stock follow on offering	Common stock follow on offering	4,314,474	43		—	—		153,826		—				—					153,869			Common stock follow on offering			4,314,474		43				—		—			153,826			—				—				153,869
Net income	Net income	—	—		—	—		—		63,096				—					63,096			Net income			—		—				—		—			—			106,418				—				106,418
Dividends paid	Dividends paid	—	—		—	—		—		(20,705)				—					(20,705)			Dividends paid			—		—				—		—			—			(31,496)				—				(31,496)

Other comprehensive loss	Other comprehensive loss	—	—		—	—		—		—				(85,486)					(85,486)			Other comprehensive loss			—		—				—		—			—			—				(138,561)				(138,561)
Balance at June 30, 2022		53,951,037	$	606	6,638,094	$	(167,582)	$	1,300,170	$	317,664			$	(21,416)				$	1,429,442
Balance at September 30, 2022																						Balance at September 30, 2022			53,983,891		$	606			6,638,094		$	(167,582)		$	1,303,171		$	350,195			$	(74,491)			$	1,411,899


Six Months Ended June 30, 2021
Nine Months Ended September 30, 2021																						Nine Months Ended September 30, 2021
		Common Stock			Treasury Stock			APIC		Retained Earnings				AOCI											Common Stock						Treasury Stock					APIC			Retained Earnings				AOCI
		Shares	Amount		Shares	Amount												Total			Shares				Amount		Shares				Amount		APIC		Retained Earnings			AOCI							Total
Balance at December 31, 2020	Balance at December 31, 2020	49,337,768	$	555	6,162,350	$	(152,073)	$	1,126,437			$	172,232			$	56,225					$	1,203,376	Balance at December 31, 2020		49,337,768			$	555		6,162,350							$	(152,073)	$	1,126,437	$	172,232	$	56,225			$	1,203,376

RSU vested, net of 18,989 shares withheld to cover tax withholdings		79,056	1		—	—		(551)		—				—					(550)
RSU vested, net of 21,744 shares withheld to cover tax withholdings																						RSU vested, net of 21,744 shares withheld to cover tax withholdings			101,410		2				—		—			(648)			—				—				(646)
Exercise of employee stock options, net of 37,668 and 7,305 shares withheld to cover tax withholding and exercise price, respectively	Exercise of employee stock options, net of 37,668 and 7,305 shares withheld to cover tax withholding and exercise price, respectively	229,093	2		—	—		3,547		—				—					3,549			Exercise of employee stock options, net of 37,668 and 7,305 shares withheld to cover tax withholding and exercise price, respectively			250,594		2				—		—			4,099			—				—				4,101
Stock warrants exercised																						Stock warrants exercised			15,000		—				—		—			165			—				—				165
Stock buyback	Stock buyback	(147,622)	—		147,622	(4,074)		—		—				—					(4,074)			Stock buyback			(475,744)		—				475,744		(15,509)			—			—				—				(15,509)
Stock based compensation	Stock based compensation	—	—		—	—		5,170		—				—					5,170			Stock based compensation			—		—				—		—			7,836			—				—				7,836

Net income	Net income	—	—		—	—		—		61,243				—					61,243			Net income			—		—				—		—			—			98,078				—				98,078
Dividends paid	Dividends paid	—	—		—	—		—		(16,771)				—					(16,771)			Dividends paid			—		—				—		—			—			(26,677)				—				(26,677)
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—				20,964					20,964			Other comprehensive income			—		—				—		—			—			—				13,436				13,436
Balance at June 30, 2021		49,498,295	$	558	6,309,972	$	(156,147)	$	1,134,603	$	216,704			$	77,189				$	1,272,907
Balance at September 30, 2021																						Balance at September 30, 2021			49,229,028		$	559			6,638,094		$	(167,582)		$	1,137,889		$	243,633			$	69,661			$	1,284,160

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021

(Dollars in thousands)


		For the Six Months Ended June 30,					For the Nine Months Ended September 30,
		2022		2021			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	63,096	$	61,243	Net income	$	106,418	$	98,078
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets and intangibles	Depreciation and amortization of fixed assets and intangibles	9,381		7,420		Depreciation and amortization of fixed assets and intangibles	14,001		11,976
Net accretion of time deposit premium, debt discount and debt issuance costs	Net accretion of time deposit premium, debt discount and debt issuance costs	492		(132)		Net accretion of time deposit premium, debt discount and debt issuance costs	735		(140)
Provision for credit losses and unfunded commitments	Provision for credit losses and unfunded commitments	8,993		7		Provision for credit losses and unfunded commitments	16,493		(441)
Accretion of loan discount	Accretion of loan discount	(2,811)		(3,447)		Accretion of loan discount	(3,953)		(5,351)
Stock-based compensation expense	Stock-based compensation expense	5,962		5,170		Stock-based compensation expense	9,077		7,836

Excess tax benefit from stock compensation	Excess tax benefit from stock compensation	(1,075)		(269)		Excess tax benefit from stock compensation	(1,082)		(322)
Net amortization of premiums on debt securities	Net amortization of premiums on debt securities	2,016		1,548		Net amortization of premiums on debt securities	3,210		2,264
Unrealized loss on equity securities recognized in earnings	Unrealized loss on equity securities recognized in earnings	869		136		Unrealized loss on equity securities recognized in earnings	1,299		220
Change in cash surrender value and mortality rates of BOLI	Change in cash surrender value and mortality rates of BOLI	(903)		(449)		Change in cash surrender value and mortality rates of BOLI	(836)		(926)

Net loss on sales of debt securities						Net loss on sales of debt securities	—		188
Change in fair value of government guaranteed loans using fair value option	Change in fair value of government guaranteed loans using fair value option	209		416		Change in fair value of government guaranteed loans using fair value option	(644)		(1,828)
Gain on sales of mortgage loans held for sale	Gain on sales of mortgage loans held for sale	(530)		(892)		Gain on sales of mortgage loans held for sale	(546)		(1,299)
Gain on sales of government guaranteed loans	Gain on sales of government guaranteed loans	(5,427)		(1,953)		Gain on sales of government guaranteed loans	(5,608)		(2,812)

Loss on sales of OREO						Loss on sales of OREO	—		219

Net impairment of servicing asset	Net impairment of servicing asset	1,883		212		Net impairment of servicing asset	1,332		117
Originations of loans held for sale	Originations of loans held for sale	(30,047)		(47,763)		Originations of loans held for sale	(46,831)		(76,148)
Proceeds from sales of loans held for sale	Proceeds from sales of loans held for sale	44,115		59,875		Proceeds from sales of loans held for sale	57,227		83,488
Write-down of OREO	Write-down of OREO	—		174		Write-down of OREO	—		197

Gain on sale of premises and equipment						Gain on sale of premises and equipment	—		6

Equity method investment income	Equity method investment income	(1,333)		—		Equity method investment income	(275)		(4,522)

Termination of derivatives designated as hedging instruments	Termination of derivatives designated as hedging instruments	—		43,900		Termination of derivatives designated as hedging instruments	—		43,900
(Increase) decrease in other assets	(Increase) decrease in other assets	(16,806)		26,172		(Increase) decrease in other assets	(42,425)		23,457
Increase (decrease) in accounts payable and other liabilities	Increase (decrease) in accounts payable and other liabilities	21,157		(4,178)		Increase (decrease) in accounts payable and other liabilities	41,796		11,890
Net cash provided by operating activities	Net cash provided by operating activities	99,241		147,190		Net cash provided by operating activities	149,388		190,047
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Purchases of AFS debt securities	Purchases of AFS debt securities	(432,678)		(151,796)		Purchases of AFS debt securities	(452,599)		(183,377)

Proceeds from sales of AFS debt securities						Proceeds from sales of AFS debt securities	—		13,300
Proceeds from maturities, calls and pay downs of AFS debt securities	Proceeds from maturities, calls and pay downs of AFS debt securities	54,530		88,361		Proceeds from maturities, calls and pay downs of AFS debt securities	80,183		127,883
Purchases of HTM debt securities	Purchases of HTM debt securities	(11,642)		(19,877)		Purchases of HTM debt securities	(17,460)		(27,131)
Maturity, calls and paydowns of HTM debt securities	Maturity, calls and paydowns of HTM debt securities	1,518		1,953		Maturity, calls and paydowns of HTM debt securities	3,083		2,496
Purchases of other investments	Purchases of other investments	(16,290)		(502)		Purchases of other investments	(28,547)		(56,036)
Proceeds from sales of equity securities		3,327		—
Sales (purchases) of securities under agreements to resell						Sales (purchases) of securities under agreements to resell	102,288		(103,692)
Net loans originated	Net loans originated	(1,202,273)		(344,869)		Net loans originated	(1,688,254)		(592,682)
Proceeds from sale of government guaranteed loans	Proceeds from sale of government guaranteed loans	32,041		1,692		Proceeds from sale of government guaranteed loans	33,764		2,812
Net additions to bank premises, furniture and equipment		(2,026)		(10,742)

Net additions to premises and equipment						Net additions to premises and equipment	(3,231)		(12,067)
Proceeds from sales of premises and equipment						Proceeds from sales of premises and equipment	—		7,533
Proceeds from sales of OREO and repossessed assets						Proceeds from sales of OREO and repossessed assets	—		2,225
Net cash used in investing activities	Net cash used in investing activities	(1,573,493)		(435,780)		Net cash used in investing activities	(1,970,773)		(818,736)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net increase in deposits	Net increase in deposits	1,154,107		466,130		Net increase in deposits	1,384,854		666,029
Net increase (decrease) in advances from FHLB	Net increase (decrease) in advances from FHLB	221,080		(78)		Net increase (decrease) in advances from FHLB	372,438		(117)

Net change in securities sold under agreement to repurchase	Net change in securities sold under agreement to repurchase	(794)		(414)		Net change in securities sold under agreement to repurchase	(1,680)		230

Net proceeds on sale of common stock in public offering	Net proceeds on sale of common stock in public offering	153,869		—		Net proceeds on sale of common stock in public offering	153,869		—
Payments to tax authorities for stock-based compensation	Payments to tax authorities for stock-based compensation	(2,992)		(550)		Payments to tax authorities for stock-based compensation	(3,066)		(646)
Proceeds from exercise of employee stock options	Proceeds from exercise of employee stock options	619		3,549		Proceeds from exercise of employee stock options	579		4,101
Proceeds from exercise of stock warrants						Proceeds from exercise of stock warrants	—		165
Purchase of treasury stock	Purchase of treasury stock	—		(4,074)		Purchase of treasury stock	—		(15,509)
Dividends paid	Dividends paid	(20,705)		(16,771)		Dividends paid	(31,496)		(26,677)

Net cash provided by financing activities	Net cash provided by financing activities	1,505,184		447,792		Net cash provided by financing activities	1,875,498		627,576
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	30,932		159,202		Net increase in cash and cash equivalents	54,113		(1,113)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	379,784		230,825		Cash and cash equivalents at beginning of period	379,784		230,825
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	410,716	$	390,027	Cash and cash equivalents at end of period	$	433,897	$	229,712

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except for per share amounts)

1. Summary of Significant Accounting Policies

Nature of Organization

In this report, the words “Veritex,” “the Company,” “we,” “us,” and “our” refer to the combined entities of Veritex Holdings, Inc. and its subsidiaries, including Veritex Community Bank. The word “Holdco” refers to Veritex Holdings, Inc. The word “the Bank” refers to Veritex Community Bank.

Veritex is a Texas state banking organization, with corporate offices in Dallas, Texas, and currently operates 1819 branches located in the Dallas-Fort Worth metroplex and 10 branches in the Houston metropolitan area. The Bank provides a full range of banking services, including commercial and retail lending and the acceptance of checking and savings deposits, to individual and corporate customers. The Texas Department of Banking and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) are the primary regulators of the Company and the Bank, and both regulatory agencies perform periodic examinations to ensure regulatory compliance.

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Veritex Holdings, Inc. and its subsidiaries, including Veritex Community Bank.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), but do not include all of the information and footnotes required for complete financial statements. Intercompany transactions and balances are eliminated in consolidation. In management’s opinion, these unaudited consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the Company’s consolidated balance sheets at ~~June~~September 30, 2022 and December 31, 2021, consolidated statements of income, consolidated changes in stockholders’ equity and consolidated statements of comprehensive income for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 and consolidated statements of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end and the results for the interim periods shown herein are not necessarily indicative of results to be expected for the full year due in part to global economic and financial market conditions, interest rates, access to sources of liquidity, market competition and interruptions of business processes. These unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Quarterly Reports on Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 1, 2022.

The preparation of 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. These estimates and assumptions may also affect disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

~~Segment Reporting~~

The Company has 1 reportable segment. All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each activity of the Company supports the others. For example, lending is dependent upon the ability of the Company to fund itself with deposits and borrowings while managing interest rate and credit risk. Accordingly, all significant operating decisions are based upon an analysis of the Bank as 1 segment or unit. The Company’s chief operating decision-maker, the Chief Executive Officer, uses the consolidated results to make operating and strategic decisions.

Reclassifications

Certain items in the Company’s prior year financial statements were reclassified to conform to the current presentation.

EPS

EPS is based upon the weighted average shares outstanding. The table below sets forth the reconciliation between weighted average shares used for calculating basic and diluted EPS for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Earnings (numerator)
Numerator:										Numerator:
Net income	Net income	$	29,626	$	29,456	$	63,096	$	61,243	Net income	$	43,322	$	36,835	$	106,418	$	98,078
Shares (denominator)
Denominator:										Denominator:
Weighted average shares outstanding for basic EPS	Weighted average shares outstanding for basic EPS	53,949		49,476		52,331		49,435		Weighted average shares outstanding for basic EPS	53,979		49,423		52,886		49,431
Dilutive effect of employee stock-based awards	Dilutive effect of employee stock-based awards	697		855		790		752		Dilutive effect of employee stock-based awards	654		883		769		799
Adjusted weighted average shares outstanding	Adjusted weighted average shares outstanding	54,646		50,331		53,121		50,187		Adjusted weighted average shares outstanding	54,633		50,306		53,655		50,230
EPS:	EPS:									EPS:
Basic	Basic	$	0.55	$	0.60	$	1.21	$	1.24	Basic	$	0.80	$	0.75	$	2.01	$	1.98
Diluted	Diluted	$	0.54	$	0.59	$	1.19	$	1.22	Diluted	$	0.79	$	0.73	$	1.98	$	1.95

For the three months ended ~~June~~September 30, 2022, there were ~~290~~654 antidilutive shares excluded from the diluted EPS weighted average shares outstanding, ~~280~~440 relating to RSUs and 10214 relating to stock options. For the ~~six~~nine months ended ~~June~~September 30, 2022, there were ~~205~~767 antidilutive shares excluded from the diluted EPS weighted average shares outstanding, ~~204~~311 relating to RSUs and 1456 relating to stock options.

For the three ~~and six~~ months ended ~~June~~September 30, 2021, there were ~~52 and 538~~no antidilutive shares ~~respectively,~~excluded from the diluted EPS weighted average shares outstanding related to stock options. For the nine months ended September 30, 2021, there were 16 antidilutive shares excluded from the diluted EPS weighted average shares outstanding related to stock options.

Transfers of debt securities from AFS to HTM

Transfers of debt securities into the HTM category from the AFS category are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in other comprehensive income and in the carrying value of the HTM securities. Such amounts are amortized over the remaining life of the security.

Recent Accounting Pronouncements Not Yet Effective

Accounting Standard Update (“ASU”) ASU 2022-01, “Derivatives and Hedging (Topic 815)” (“ASU 2022-01”) clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios and financial assets. Among other things, the amended guidance established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible and renamed that method the “portfolio layer” method. ASU 2022-01 is effective January 1, 2023 and is not expected to have a significant impact on our consolidated financial statements.

ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)” (“ASU 2022-02”) eliminates the guidance on troubled debt restructurings and requires entities to evaluate all loan modifications to determine if they result in a new loan or a continuation of the existing loan. ASU 2022-02 also requires that entities disclose current-period gross charge-offs by year of origination for loans and leases. ASU 2022-02 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the effect that ASU 2022-02 will have on its consolidated financial statements and related disclosures.

2. Supplemental Statement of Cash Flows

Other supplemental cash flow information is presented below:


		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021
		(in thousands)					(in thousands)
Supplemental Disclosures of Cash Flow Information:	Supplemental Disclosures of Cash Flow Information:					Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	Cash paid for interest	$	16,572	$	20,022	Cash paid for interest	$	34,647	$	25,784
Cash paid for income taxes	Cash paid for income taxes	10,000		15		Cash paid for income taxes	26,000		8,215
Supplemental Disclosures of Non-Cash Flow Information:	Supplemental Disclosures of Non-Cash Flow Information:					Supplemental Disclosures of Non-Cash Flow Information:

Setup of ROU asset and lease liability						Setup of ROU asset and lease liability	$	—	$	4,552

Transfer of AFS debt securities to HTM debt securities	Transfer of AFS debt securities to HTM debt securities	117,001		—		Transfer of AFS debt securities to HTM debt securities	117,001		—
Net foreclosure of OREO and repossessed assets	Net foreclosure of OREO and repossessed assets	1,032		334		Net foreclosure of OREO and repossessed assets	1,032		334

Noncash assets acquired in business combination1	Noncash assets acquired in business combination1					Noncash assets acquired in business combination1

LHI	LHI	(681)		—		LHI	(681)		—

Goodwill	Goodwill	681		—		Goodwill	681		—

1 Represents adjustments to provisional estimates recorded during the ~~six~~nine months ended ~~June~~September 30, 2022 for the acquisition of North Avenue Capital, LLC (“NAC”). Refer to Note 13. Business Combinations for further discussion.

3. Share Transactions

Stock Buyback Program

The Company's Board of Directors (the “Board”) has authorized the purchase of up to $250,000 of the Company's outstanding common stock under a stock buyback program (the "Stock Buyback Program") with an expiration date of December 31, 2022. The shares may be repurchased in the open market or in privately negotiated transactions from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the SEC. The Stock Buyback Program does not obligate the Company to purchase any shares. The Stock Buyback Program may be terminated or amended by the Board at any time prior to its expiration.

Shares repurchased through the periods indicated are as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Numbers of shares repurchased	Numbers of shares repurchased	—		—		—		147,622		Numbers of shares repurchased	—		328,122		—		475,744
Weighted average price per share	Weighted average price per share	$	—	$	—	$	—	$	26.83	Weighted average price per share	$	—	$	34.85	$	—	$	32.36

In August 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted. Among other things, the IRA imposes a new 1% excise tax on the fair market value of stock repurchased after December 31, 2022 by publicly traded U.S. corporations. With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including pursuant to compensatory arrangements.

Common Stock Offering

On March 8, 2022, the Company completed an underwritten public offering of 3,947,369 shares of its common stock at $38.00 per share. On March 10, 2022, the representatives of the underwriters delivered to the Company a written notice of exercise by the underwriters of the underwriters' option to purchase an additional 367,105 shares of the Company's common stock at $38.00 per share, which subsequently closed on March 14, 2022. Net proceeds, after deducting underwriting discounts and offering expenses, of such offering were approximately $153,826. The Company intends to use the net proceeds from the offering for general corporate purposes and to support its continued growth, including investments in the Bank and future strategic acquisitions.

4. Securities

Equity Securities With a Readily Determinable Fair Value

The Company held equity securities with a fair value of ~~$10,169~~$9,740 and $11,038 at ~~June~~September 30, 2022 and December 31, 2021, respectively. The Company did not realize a loss on equity securities with a readily determinable fair value during the ~~six~~three and nine months ended ~~June~~September 30, 2022 or 2021. The gross unrealized ~~gain (loss)~~loss recognized on equity securities with readily determinable fair values recorded in other noninterest income in the Company’s consolidated statements of income were as follows:

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Unrealized (loss) gain recognized on equity securities with a readily determinable fair value $ (356) $ 63 $ (869) $ (136)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Unrealized loss recognized on equity securities with a readily determinable fair value	$	(429)	$	(84)	$	(1,299)	$	(220)

Equity Securities Without a Readily Determinable Fair Value

The Company held equity securities without a readily determinable fair values and measured at cost of ~~$5,421~~$9,459 and $4,355 as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

Securities purchased under agreements to resell

The Company held no securities purchased under agreements to resell as of September 30, 2022. The Company held securities purchased under agreements to resell of $102,288 as of December 31, 2021. During the three and nine months ended September 30, 2022, interest income recorded in equity securities and other investments in the Company’s consolidated statements of income was $801 and $1,386, respectively. During the three and nine months ended September 30, 2021, interest income recorded in equity securities and other investments in the Company’s consolidated statements of income was $227. Interest income of securities purchased under agreements to resell typically mature 30 days from the settlement date, qualify as a secured borrowing and are measured at amortized cost.

Debt Securities

Debt securities have been classified in the consolidated balance sheets according to management’s intent. The amortized cost, related gross unrealized gains and losses, ACL and the fair value of AFS and HTM debt securities are as follows:

June 30, 2022
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses ACL Fair Value
AFS
Corporate bonds $ 267,956 $ 3,233 $ 7,716 $ — $ 263,473
Municipal securities 50,127 73 3,116 — 47,084
Mortgage-backed securities 166,180 8 11,831 — 154,357
Collateralized mortgage obligations 624,675 134 32,070 — 592,739
Asset-backed securities 47,867 609 1,627 — 46,849
Collateralized loan obligations 70,046 — 4,544 — 65,502
$ 1,226,851 $ 4,057 $ 60,904 $ — $ 1,170,004
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses ACL Fair Value
HTM
Mortgage-backed securities $ 38,601 $ — $ 5,551 $ — $ 33,050
Collateralized mortgage obligations 37,058 — 3,713 — 33,345
Municipal securities 108,740 84 12,922 — 95,902
$ 184,399 $ 84 $ 22,186 $ — $ 162,297


	September 30, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
AFS

Corporate bonds	$	268,070	$	1,795	$	16,967	$	—	$	252,898
Municipal securities	49,991		—		5,500		—		44,491
Mortgage-backed securities	160,715		39		19,240		—		141,514
Collateralized mortgage obligations	627,306		—		58,752		—		568,554
Asset-backed securities	44,463		366		2,886		—		41,943
Collateralized loan obligations	69,759		—		4,273		—		65,486
	$	1,220,304	$	2,200	$	107,618	$	—	$	1,114,886

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
HTM
Mortgage-backed securities	$	37,494	$	—	$	7,461	$	—	$	30,033
Collateralized mortgage obligations	36,513		—		5,476		—		31,037
Municipal securities	114,111		—		19,630		—		94,481
	$	188,118	$	—	$	32,567	$	—	$	155,551

The Company elected to transfer 25 AFS debt securities with an aggregate fair value of $117,001 to a classification of HTM debt securities on January 1, 2022. In accordance with FASB ASC 320-10-35-10, the transfer from AFS to HTM must be recorded at the fair value of the AFS debt securities at the time of transfer. The net unrealized holding gain of $4,387, net of tax, at the date of transfer was retained in AOCI, with the associated pre-tax amount retained in the carrying value of the HTM debt securities. Such amounts will be amortized to comprehensive income over the remaining life of the securities.


	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
AFS

Corporate bonds	$	198,396	$	10,294	$	178	$	—	$	208,512
Municipal securities	116,100		8,261		431		—		123,930
Mortgage-backed securities	124,230		4,326		1,489		—		127,067
Collateralized mortgage obligations	424,174		12,240		2,350		—		434,064
Asset-backed securities	53,466		1,616		519		—		54,563
Collateralized loan obligations	45,089		—		167		—		44,922
	$	961,455	$	36,737	$	5,134	$	—	$	993,058

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
HTM
Mortgage-backed securities	$	25,767	$	45	$	508	$	—	$	25,304
Collateralized mortgage obligations	5,490		560		—		—		6,050
Municipal securities	28,179		2,015		102		—		30,092
	$	59,436	$	2,620	$	610	$	—	$	61,446

The following tables disclose the Company’s AFS debt securities in an unrealized loss position for which an ACL has not been recorded, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position:


		June 30, 2022													September 30, 2022
		Less Than 12 Months				12 Months or More				Totals					Less Than 12 Months				12 Months or More				Totals
		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
AFS	AFS													AFS

Corporate bonds	Corporate bonds	$	162,236	$	7,716	$	—	$	—	$	162,236	$	7,716	Corporate bonds	$	201,626	$	16,048	$	6,331	$	919	$	207,957	$	16,967
Municipal securities	Municipal securities	34,631		2,950		1,715		166		36,346		3,116		Municipal securities	35,748		2,063		8,743		3,437		44,491		5,500
Mortgage-backed securities	Mortgage-backed securities	147,968		8,604		25,036		5,093		173,004		13,697		Mortgage-backed securities	117,361		12,702		23,022		6,538		140,383		19,240
Collateralized mortgage obligations	Collateralized mortgage obligations	503,040		25,554		29,128		4,650		532,168		30,204		Collateralized mortgage obligations	505,532		46,678		62,972		12,074		568,504		58,752
Asset-backed securities	Asset-backed securities	22,648		509		10,473		1,118		33,121		1,627		Asset-backed securities	16,561		1,327		9,935		1,559		26,496		2,886
Collateralized loan obligations	Collateralized loan obligations	65,503		4,544		—		—		65,503		4,544		Collateralized loan obligations	39,437		2,814		26,049		1,459		65,486		4,273
		$	936,026	$	49,877	$	66,352	$	11,027	$	1,002,378	$	60,904		$	916,265	$	81,632	$	137,052	$	25,986	$	1,053,317	$	107,618

HTM	HTM													HTM
Mortgage-backed securities	Mortgage-backed securities	$	9,538	$	1,518	$	23,511	$	4,033	$	33,049	$	5,551	Mortgage-backed securities	$	4,845	$	1,094	$	25,188	$	6,367	$	30,033	$	7,461
Collateralized mortgage obligations														Collateralized mortgage obligations	25,870		4,216		5,167		1,260		31,037		5,476
Municipal securities	Municipal securities	88,393		12,343		1,720		579		90,113		12,922		Municipal securities	87,930		16,757		6,551		2,873		94,481		19,630
Collateralized mortgage obligations		33,345		3,713		—		—		33,345		3,713
		$	131,276	$	17,574	$	25,231	$	4,612	$	156,507	$	22,186		$	118,645	$	22,067	$	36,906	$	10,500	$	155,551	$	32,567


	December 31, 2021
	Less Than 12 Months				12 Months or More				Totals
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
AFS

Corporate bonds	$	7,072	$	178	$	—	$	—	$	7,072	$	178
Municipal securities	12,704		194		4,350		237		17,054		431
Mortgage-backed securities	40,276		1,283		4,677		206		44,953		1,489
Collateralized mortgage obligations	106,063		2,350		—		—		106,063		2,350
Asset-backed securities	11,265		519		—		—		11,265		519
Collateralized loan obligations	44,922		167		—		—		44,922		167
	$	222,302	$	4,691	$	9,027	$	443	$	231,329	$	5,134

HTM
Mortgage-backed securities	$	24,214	$	508	$	—	$	—	$	24,214	$	508
Municipal securities	4,583		102		—		—		4,583		102
	$	28,797	$	610	$	—	$	—	$	28,797	$	610

Management evaluates AFS 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.

The number of AFS debt securities in an unrealized loss position totaled ~~157~~176 and 34 at ~~June~~September 30, 2022 and December 31, 2021, respectively. Management does not have the intent to sell any of these debt securities and believes that it is ~~more~~

more likely than not that the Company will not have to sell any such debt securities before a recovery of cost. The fair value is expected to recover as the debt securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of ~~June~~September 30, 2022, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore no losses have been recognized in the Company’s consolidated statements of income.

The amortized costs and estimated fair values of AFS debt securities, by contractual maturity, as of the dates indicated, are shown in the table 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. Mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, and collateralized loan obligations typically are issued with stated principal amounts, and the securities are backed by pools of mortgage loans and other loans that have varying maturities. The terms of mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, and collateralized loan obligations thus approximates the terms of the underlying mortgages and loans and can vary significantly due to prepayments. Therefore, these securities are not included in the maturity categories below.


		June 30, 2022									September 30, 2022
		AFS				HTM					AFS				HTM
		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value

Due from one year to five years	Due from one year to five years	$	39,526	$	40,634	$	—	$	—	Due from one year to five years	$	39,636	$	40,300	$	—	$	—
Due from five years to ten years	Due from five years to ten years	214,778		208,747		6,462		6,348		Due from five years to ten years	219,876		204,312		8,299		7,909
Due after ten years	Due after ten years	63,779		61,176		102,278		89,554		Due after ten years	58,549		52,777		105,812		86,572
		318,083		310,557		108,740		95,902			318,061		297,389		114,111		94,481
Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	790,855		747,096		75,659		66,395		Mortgage-backed securities and collateralized mortgage obligations	788,021		710,068		74,007		61,070
Asset-backed securities	Asset-backed securities	47,867		46,849		—		—		Asset-backed securities	44,463		41,943		—		—
Collateralized loan obligations	Collateralized loan obligations	70,046		65,502		—		—		Collateralized loan obligations	69,759		65,486		—		—
		$	1,226,851	$	1,170,004	$	184,399	$	162,297		$	1,220,304	$	1,114,886	$	188,118	$	155,551


	December 31, 2021
	AFS				HTM
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Due from one year to five years	$	5,201	$	5,241	$	—	$	—
Due from five years to ten years	178,203		186,972		3,849		4,115
Due after ten years	131,092		140,229		24,330		25,977
	314,496		332,442		28,179		30,092
Mortgage-backed securities and collateralized mortgage obligations	548,404		561,131		31,257		31,354
Asset-backed securities	53,466		54,563		—		—
Collateralized loan obligations	45,089		44,922		—		—
	$	961,455	$	993,058	$	59,436	$	61,446

Proceeds from sales of ~~AFS~~ debt securities ~~occurred during~~AFS and gross gains and losses for the ~~six~~nine months ended ~~June~~September 30, 2022 and ~~2021.~~2021 were as follows:


	Nine Months Ended September 30,
	2022		2021
Proceeds for sales	$	—	$	13,300
Gross realized gains	—		—
Gross realized losses	—		188

As of ~~June~~September 30, 2022 and December 31, 2021, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of ~~shareholders'~~stockholders' equity. There was a blanket floating lien on all debt securities held by the Company to secure FHLB advances as of ~~June~~September 30, 2022 and December 31, 2021.

1617

5. LHI and ACL

LHI in the accompanying consolidated balance sheets are summarized as follows:


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
LHI, carried at amortized cost:	LHI, carried at amortized cost:					LHI, carried at amortized cost:
Real estate:	Real estate:					Real estate:
Construction and land	Construction and land	$	1,532,997	$	1,062,144	Construction and land	$	1,673,997	$	1,062,144
Farmland	Farmland	47,319		55,827		Farmland	43,569		55,827
1 - 4 family residential	1 - 4 family residential	765,260		542,566		1 - 4 family residential	858,693		542,566
Multi-family residential	Multi-family residential	276,632		310,241		Multi-family residential	252,244		310,241
OOCRE		646,723		665,537
NOOCRE		2,203,970		2,120,309
Owner occupied commercial real estate (“OOCRE”)						Owner occupied commercial real estate (“OOCRE”)	677,705		665,537
Non-owner occupied commercial real estate (“NOOCRE”)						Non-owner occupied commercial real estate (“NOOCRE”)	2,273,305		2,120,309
Commercial	Commercial	2,450,403		2,006,876		Commercial	2,740,948		2,006,876
MW	MW	629,291		565,645		MW	523,805		565,645
Consumer	Consumer	7,520		11,998		Consumer	7,465		11,998
		8,560,115		7,341,143			9,051,731		7,341,143

Deferred loan fees, net	Deferred loan fees, net	(15,032)		(9,489)		Deferred loan fees, net	(17,493)		(9,489)
ACL	ACL	(80,576)		(77,754)		ACL	(85,037)		(77,754)
LHI carried at amortized cost, net	LHI carried at amortized cost, net	8,464,507		7,253,900		LHI carried at amortized cost, net	8,949,201		7,253,900

LHI, carried at fair value:	LHI, carried at fair value:					LHI, carried at fair value:
PPP loans	PPP loans	7,339		53,369		PPP loans	2,821		53,369

Total LHI, net	Total LHI, net	$	8,471,846	$	7,307,269	Total LHI, net	$	8,952,022	$	7,307,269

Included in the total LHI, net, as of ~~June~~September 30, 2022 and December 31, 2021 was an accretable discount related to purchased performing and purchased credit deteriorated (“PCD”) loans acquired in the approximate amounts of ~~$8,923~~$9,473 and $8,657, respectively. ~~During the six months ended June 30, 2022, the Company purchased $183,188 in pooled residential real estate loans at a net discount of $2,502.~~ The discount is being accreted into income on a level-yield basis over the life of the loans. In addition, included in the net loan portfolio as of ~~June~~September 30, 2022 and December 31, 2021 is a discount on retained loans from sale of originated U.S. Small Business Administration (“SBA”) and U.S. Department of Agriculture (“USDA”) loans of ~~$4,027~~$3,953 and $3,430, respectively. In the current year, the Company purchased $223,924 in pooled residential real estate loans at a net discount. The remaining net purchase discount of $4,362 is included in the total LHI, net and will be amortized on a straight line basis over five years.

LHI, PPP loans, carried at fair value

Included in total LHI, net, as of ~~June~~September 30, 2022 and December 31, 2021 was ~~$7,339~~$2,821 and $53,369, respectively, of PPP loans, which are carried at fair value. The following table summarizes the PPP fee income and net gain due to the change in the fair value of PPP loans, both of which are included in government guaranteed loan income, net, on the Company's consolidated statements of income and in change in fair value of government guaranteed loans using fair value option on the Company's consolidated statements of cash flows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
PPP fee income	PPP fee income	$	—	$	1,004	$	—	$	7,628	PPP fee income	$	—	$	69	$	—	$	7,697
Net gain due to the change in fair value	Net gain due to the change in fair value	56		622		231		335		Net gain due to the change in fair value	23		782		254		1,117

These PPP loans were originated through an application to the SBA under the Coronavirus Aid, Relief, and Economic Security Act and are 100% forgivable if certain criteria are met by the borrowers. As of ~~June~~September 30, 2022, we believe a majority of the Company’s PPP loans will meet such criteria.

ACL

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 (“TDR”). The activity in the ACL related to LHI is as follows:


		Three Months Ended June 30, 2022																				Three Months Ended September 30, 2022
		Construction and Land			Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total			Construction and Land			Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total
Balance at beginning of the period	Balance at beginning of the period	$	8,883		$	158	$	6,134	$	2,127	$	7,423	$	26,954	$	20,084	$	722	$	72,485	Balance at beginning of the period	$	10,300		$	145	$	8,056	$	2,186	$	7,609	$	27,772	$	24,374	$	134	$	80,576
Credit loss (benefit) expense non-PCD loans	Credit loss (benefit) expense non-PCD loans	1,428			(13)		1,919		59		185		725		3,068		1,718		9,089		Credit loss (benefit) expense non-PCD loans	2,338			(10)		1,126		(59)		1,824		(1,651)		3,426		2,209		9,203
Credit (benefit) loss expense PCD loans	Credit (benefit) loss expense PCD loans	(11)			—		—		—		—		—		1,178		(1,256)		(89)		Credit (benefit) loss expense PCD loans	(10)			—		(163)		—		(1,720)		171		(819)		(12)		(2,553)
Charge-offs	Charge-offs	—			—		—		—		(244)		—		(528)		(1,091)		(1,863)		Charge-offs	—			—		—		—		(1,061)		(838)		(460)		(19)		(2,378)
Recoveries	Recoveries	—			—		3		—		245		93		572		41		954		Recoveries	—			—		4		—		—		3		177		5		189
Ending Balance	Ending Balance	$	10,300	0	$	145	$	8,056	$	2,186	$	7,609	$	27,772	$	24,374	$	134	$	80,576	Ending Balance	$	12,628	0	$	135	$	9,023	$	2,127	$	6,652	$	25,457	$	26,698	$	2,317	$	85,037


		Three Months Ended June 30, 2021																			Three Months Ended September 30, 2021
		Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total			Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total
Balance at beginning of the period	Balance at beginning of the period	$	6,805	$	47	$	6,968	$	4,814	$	9,122	$	39,503	$	37,381	$	296	$	104,936	Balance at beginning of the period	$	7,280	$	46	$	6,660	$	4,187	$	11,324	$	37,242	$	32,560	$	244	$	99,543
Credit loss (benefit) expense non-PCD loans		462		(1)		130		(627)		2,408		(595)		2,750		(76)		4,451
Credit loss (benefit) expense PCD loans		13		—		(173)		—		(17)		(1,666)		(2,610)		2		(4,451)
Credit (benefit) loss expense non-PCD loans																				Credit (benefit) loss expense non-PCD loans	(250)		190		(92)		(524)		498		197		789		(3)		805
Credit (benefit) loss expense PCD loans																				Credit (benefit) loss expense PCD loans	(19)		—		(11)		—		(21)		(135)		(613)		(6)		(805)
Charge-offs	Charge-offs	—		—		(288)		—		(689)		—		(5,620)		(20)		(6,617)		Charge-offs	—		—		(64)		—		(813)		—		(5,508)		(17)		(6,402)
Recoveries	Recoveries	—		—		23		—		500		—		659		42		1,224		Recoveries	—		—		26		—		—		—		596		8		630
Ending Balance	Ending Balance	$	7,280	$	46	$	6,660	$	4,187	$	11,324	$	37,242	$	32,560	$	244	$	99,543	Ending Balance	$	7,011	$	236	$	6,519	$	3,663	$	10,988	$	37,304	$	27,824	$	226	$	93,771


		Six Months Ended June 30, 2022																			Nine Months Ended September 30, 2022
		Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total			Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total
Balance at beginning of the period	Balance at beginning of the period	$	7,293	$	187	$	5,982	$	2,664	$	9,215	$	30,548	$	21,632	$	233	$	77,754	Balance at beginning of the period	$	7,293	$	187	$	5,982	$	2,664	$	9,215	$	30,548	$	21,632	$	233	$	77,754
Credit loss (benefit) expense non-PCD loans	Credit loss (benefit) expense non-PCD loans	3,022		(42)		2,143		(478)		997		(3,389)		7,112		2,340		11,705		Credit loss (benefit) expense non-PCD loans	5,360		(52)		3,269		(537)		2,821		(5,040)		10,538		4,549		20,908
Credit (benefit) expense PCD loans	Credit (benefit) expense PCD loans	(15)		—		(72)		—		(1,263)		673		(1,264)		(1,264)		(3,205)		Credit (benefit) expense PCD loans	(25)		—		(235)		—		(2,983)		844		(2,083)		(1,276)		(5,758)
Charge-offs	Charge-offs	—		—		—		—		(1,585)		(553)		(3,822)		(1,225)		(7,185)		Charge-offs	—		—		—		—		(2,646)		(1,391)		(4,282)		(1,244)		(9,563)
Recoveries	Recoveries	—		—		3		—		245		493		716		50		1,507		Recoveries	—		—		7		—		245		496		893		55		1,696
Ending Balance	Ending Balance	$	10,300	$	145	$	8,056	$	2,186	$	7,609	$	27,772	$	24,374	$	134	$	80,576	Ending Balance	$	12,628	$	135	$	9,023	$	2,127	$	6,652	$	25,457	$	26,698	$	2,317	$	85,037

1819


		Six Months Ended June 30, 2021																			Nine Months Ended September 30, 2021
		Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total			Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total
Balance at beginning of the period	Balance at beginning of the period	$	7,768	$	56	$	8,148	$	6,231	$	9,719	$	35,237	$	37,554	$	371	$	105,084	Balance at beginning of the period	$	7,768	$	56	$	8,148	$	6,231	$	9,719	$	35,237	$	37,554	$	371	$	105,084
Credit (benefit) loss expense non-PCD loans	Credit (benefit) loss expense non-PCD loans	(487)		(10)		(1,014)		(2,044)		793		3,479		1,647		(130)		2,234		Credit (benefit) loss expense non-PCD loans	(737)		180		(1,106)		(2,568)		1,291		3,676		2,436		(133)		3,039
Credit (benefit) loss expense PCD loans	Credit (benefit) loss expense PCD loans	(1)		—		(197)		—		1,001		(1,474)		(1,560)		(3)		(2,234)		Credit (benefit) loss expense PCD loans	(20)		—		(208)		—		980		(1,609)		(2,173)		(9)		(3,039)
Charge-offs	Charge-offs	—		—		(303)		—		(689)		—		(5,966)		(38)		(6,996)		Charge-offs	—		—		(367)		—		(1,502)		—		(11,474)		(55)		(13,398)
Recoveries	Recoveries	—		—		26		—		500		—		885		44		1,455		Recoveries	—		—		52		—		500		—		1,481		52		2,085
Ending Balance	Ending Balance	$	7,280	$	46	$	6,660	$	4,187	$	11,324	$	37,242	$	32,560	$	244	$	99,543	Ending Balance	$	7,011	$	236	$	6,519	$	3,663	$	10,988	$	37,304	$	27,824	$	226	$	93,771

The majority of the Company's loan portfolio consists of loans to businesses and individuals in the Dallas-Fort Worth metroplex and the Houston metropolitan area. This geographic concentration subjects the loan portfolio to the general economic conditions within these areas. The risks created by this concentration have been considered by management in the determination of the adequacy of the ACL. Management believes the ACL was adequate to cover estimated losses on loans as of ~~June~~September 30, 2022 and 2021.

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. 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:


		June 30, 2022					December 31, 2021						September 30, 2022					December 31, 2021
			Real Property(1)		ACL Allocation			Real Property(1)		ACL Allocation				Real Property(1)		ACL Allocation			Real Property(1)		ACL Allocation

1-4 family residential												1-4 family residential		$	875	$	—		$	—	$	—
OOCRE												OOCRE		1,193		129			—		—
NOOCRE	NOOCRE		$	17,469	$	4,424		$	17,908	$	7,808	NOOCRE		8,332		2,205			17,908		7,808
Commercial	Commercial		909		119			1,702		—		Commercial		22		—			1,702		—

Consumer	Consumer		—		—			1,063		—		Consumer		136		—			1,063		—
Total	Total		$	18,378	$	4,543		$	20,673	$	7,808	Total		$	10,558	$	2,334		$	20,673	$	7,808

(1) Loans reported exclude PCD loans that transitioned upon adoption of ASC 326 and accounted for on a pooled basis.

Nonaccrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due in accordance with the terms of ~~the~~t loan agreement. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

1920

Nonaccrual loans aggregated by class of loans, as of ~~June~~September 30, 2022 and December 31, 2021, were as follows:


		June 30, 2022				December 31, 2021					September 30, 2022						December 31, 2021
		Nonaccrual		Nonaccrual With No ACL			Nonaccrual		Nonaccrual With No ACL				Nonaccrual		Nonaccrual With No ACL			Nonaccrual		Nonaccrual With No ACL
Real estate:	Real estate:											Real estate:

1 - 4 family residential	1 - 4 family residential	$	513	$	513		$	990	$	990		1 - 4 family residential	$	875	$	875		$	990	$	990

OOCRE	OOCRE	13,250		13,250			14,236		13,824			OOCRE	11,558		10,365			14,236		13,824
NOOCRE	NOOCRE	17,469		—			17,978		191			NOOCRE	8,332		—			17,978		191
Commercial	Commercial	10,857		1,910			15,267		4,207			Commercial	9,691		1,364			15,267		4,207

Consumer	Consumer	153		153			1,216		1,216			Consumer	136		136			1,216		1,216
Total	Total	$	42,242	$	15,826		$	49,687	$	20,428		Total	$	30,592	$	12,740		$	49,687	$	20,428

There were ~~$10,469~~$10,365 and $11,056 of PCD loans that are not accounted for on a pooled basis included in nonaccrual loans at ~~June~~September 30, 2022 and December 31, 2021, respectively.

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, interest income not recognized on nonaccrual loans was ~~$589~~$434 and ~~$1,478,~~$1,912, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, interest income not recognized on nonaccrual loans was ~~$255~~$674 and ~~$1,375,~~$2,049, respectively.

An age analysis of past due loans, aggregated by class of loans and including past due nonaccrual loans, as of ~~June~~September 30, 2022 and December 31, 2021, is as follows:


		June 30, 2022																	September 30, 2022
		30 to 59 Days		60 to 89 Days		90 Days or Greater		Total Past Due (1)		Total Current		PCD		Total Loans		Total 90 Days Past Due and Still Accruing(2)			30 to 59 Days		60 to 89 Days		90 Days or Greater		Total Past Due (1)		Total Current		PCD		Total Loans		Total 90 Days Past Due and Still Accruing(2)
Real estate:	Real estate:																	Real estate:
Construction and land	Construction and land	$	—	$	43	$	—	$	43	$	1,531,078	$	1,876	$	1,532,997	$	—	Construction and land	$	—	$	—	$	—	$	—	$	1,672,403	$	1,594	$	1,673,997	$	—
Farmland	Farmland	—		—		—		—		47,319		—		47,319		—		Farmland	—		—		—		—		43,569		—		43,569		—
1 - 4 family residential	1 - 4 family residential	1,467		556		1,392		3,415		760,717		1,128		765,260		1,369		1 - 4 family residential	827		144		377		1,348		856,205		1,140		858,693		—
Multi-family residential	Multi-family residential	7		—		—		7		276,625		—		276,632		—		Multi-family residential	—		—		—		—		252,244		—		252,244		—
OOCRE	OOCRE	723		—		13,250		13,973		610,534		22,216		646,723		—		OOCRE	3,359		—		11,558		14,917		640,918		21,870		677,705		—
NOOCRE	NOOCRE	—		—		17,469		17,469		2,172,143		14,358		2,203,970		—		NOOCRE	—		—		8,332		8,332		2,250,772		14,201		2,273,305		—
Commercial	Commercial	1,969		663		1,860		4,492		2,439,025		6,886		2,450,403		384		Commercial	751		—		1,012		1,763		2,734,402		4,783		2,740,948		—
MW	MW	—		—		—		—		629,291		—		629,291		—		MW	208		—		—		208		523,597		—		523,805		—
Consumer	Consumer	25		32		—		57		7,433		30		7,520		—		Consumer	43		—		—		43		7,396		26		7,465		—
Total	Total	$	4,191	$	1,294	$	33,971	$	39,456	$	8,474,165	$	46,494	$	8,560,115	$	1,753	Total	$	5,188	$	144	$	21,279	$	26,611	$	8,981,506	$	43,614	$	9,051,731	$	—

(1) Total past due loans includes ~~$18,968~~$13,656 of PCD loans as of ~~June~~September 30, 2022.

(2) Loans 90 days past due and still accruing excludes ~~$5,061~~$2,988 of PCD loans as of ~~June~~September 30, 2022.

2021


	December 31, 2021
	30 to 59 Days		60 to 89 Days		90 Days or Greater		Total Past Due(1)		Total Current		PCD		Total Loans		Total 90 Days Past Due and Still Accruing(2)
Real estate:
Construction and land	$	—	$	—	$	—	$	—	$	1,059,796	$	2,348	$	1,062,144	$	—
Farmland	—		—		—		—		55,827		—		55,827		—
1 - 4 family residential	2,073		—		1,008		3,081		538,307		1,178		542,566		24
Multi-family residential	—		—		—		—		310,241		—		310,241		—
OOCRE	4,538		965		11,622		17,125		620,848		27,564		665,537		—
NOOCRE	936		—		192		1,128		2,100,981		18,200		2,120,309		—
Commercial	1,525		4,395		3,708		9,628		1,988,622		8,626		2,006,876		191
MW	—		—		—		—		565,645		—		565,645		—
Consumer	135		105		1,082		1,322		10,499		177		11,998		20
Total	$	9,207	$	5,465	$	17,612	$	32,284	$	7,250,766	$	58,093	$	7,341,143	$	235

(1) Total past due loans includes $11,552 of PCD loans as of December 31, 2021.

(2) Loans 90 days past due and still accruing excludes $9,345 of PCD loans and $206 of PPP loans as of December 31, 2021.

There were no loans past due 90 days and still accruing as of September 30, 2022. Loans past due 90 days and still accruing were ~~$1,753 and~~ $235 as of ~~June 30, 2022 and~~ December 31, ~~2021, respectively.~~2021. These loans are also considered well-secured, and are in the process of collection with plans in place for the borrowers to bring the notes fully current or to subsequently be renewed. The Company believes that it will collect all principal and interest due on each of the loans past due 90 days and still accruing.

Troubled Debt Restructuring

Modifications of terms for the Company’s loans and their inclusion as TDRs are based on individual facts and circumstances. Loan modifications that are included as TDRs may involve a reduction of the stated interest rate of the loan, an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk, or deferral of principal payments, regardless of the period of the modification. The recorded investment in TDRs was ~~$22,308~~$12,959 and $25,518 as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

~~There were no new TDRs during the six months ended June 30, 2022.~~ The following tables presents the pre- and post-modification amortized cost of loans modified as TDRs during the ~~six~~three and nine months ended ~~June~~September 30, 2022 and 2021.


		During the Six Months Ended June 30, 2021								Three and Nine Months Ended September 30, 2022
		Adjusted Payment Structure		Payment Deferrals		Total Modifications		Number of Loans		Adjusted Payment Structure		Payment Deferrals		Total Modifications		Number of Loans

Commercial		$	207	$	—	$	207	1

Consumer									Consumer	$	32	$	—	$	32	2
Total	Total	$	207	$	—	$	207	1	Total	$	32	$	—	$	32	2


	Three and Nine Months Ended September 30, 2021
	Adjusted Payment Structure		Payment Deferrals		Total Modifications		Number of Loans





Commercial	$	192	$	—	$	192	1



Total	$	192	$	—	$	192	1

There were no loans modified as TDR loans within the previous 12 months and for which there was a payment default during the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021. A default for purposes of this disclosure is a TDR loan in which the borrower is 90 days past due or results in the foreclosure and repossession of the applicable collateral.

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, interest income that would have been recorded on TDR loans had the terms of the loans not been modified was ~~$97~~$136 and ~~$189,~~$325, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, interest income that would have been recorded on TDR loans had terms of the loans not been modified was ~~$57~~$376 and ~~$179,~~$555, respectively.

The Company has not committed to lend additional amounts to customers with outstanding loans classified as TDRs as of ~~June~~September 30, 2022 or December 31, 2021.

Credit Quality Indicators

From a credit risk standpoint, the Company classifies its loans in one of the following categories: (i) pass, (ii) special mention, (iii) substandard or (iv) doubtful. Loans classified as loss are charged-off. Loans not rated special mention, substandard, doubtful or loss are classified as pass loans.

The classifications of loans reflect a judgment about the risks of default and loss associated with the loan. The Company reviews the ratings on criticized credits monthly. Ratings are adjusted to reflect the degree of risk and loss that is felt to be inherent in each credit as of each monthly reporting period. All classified credits are evaluated for impairment. If impairment is determined to exist, a specific reserve is established. The Company’s methodology is structured so that specific reserves are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss).

Credits rated special mention show clear signs of financial weaknesses or deterioration in credit worthiness, however, such concerns are generally not so pronounced that the Company expects to experience significant loss within the short-term. Such credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits with a lower rating.

Credits rated substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknesses which exist in collateral. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed.

Credits rated doubtful are those in which full collection of principal appears highly questionable, and in which some degree of loss is anticipated, even though the ultimate amount of loss may not yet be certain and/or other factors exist which could affect collection of debt. Based upon available information, positive action by the Company is required to avert or minimize loss. Credits rated doubtful are generally also placed on non-accrual.

Credits classified as PCD are those that, at acquisition date, have experienced a more-than-insignificant deterioration in credit quality since origination. All loans considered to be purchased-credit impaired loans prior to January 1, 2020 were converted to PCD loans upon adoption of ASC 326. The Company elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will continue to account for these pools as a unit of account. Loans are only removed from the existing pools if they are foreclosed, written off, paid off, or sold.

The Company considers the guidance in ASC 310-20 when determining whether a modification, extension or renewal of a 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. Based on the most recent analysis performed, the risk category of loans by class of loans based on year or origination is as follows:


		Term Loans Amortized Cost Basis by Origination Year1																			Term Loans Amortized Cost Basis by Origination Year1
		2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total			2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of June 30, 2022
As of September 30, 2022																				As of September 30, 2022
Construction and land:	Construction and land:																			Construction and land:
Pass	Pass	$	22,490	$	43,041	$	6,573	$	6,718	$	6,786	$	12,105	$	1,430,568	$	831	$	1,529,112	Pass	$	37,695	$	24,619	$	4,964	$	3,117	$	3,343	$	11,747	$	1,583,826	$	827	$	1,670,138
Special mention	Special mention	—		—		—		—		—		—		2,009		—		2,009		Special mention	—		—		—		—		—		—		2,265		—		2,265

PCD	PCD	—		—		—		—		—		1,876		—		—		1,876		PCD	—		—		—		—		—		1,594		—		—		1,594
Total construction and land	Total construction and land	$	22,490	$	43,041	$	6,573	$	6,718	$	6,786	$	13,981	$	1,432,577	$	831	$	1,532,997	Total construction and land	$	37,695	$	24,619	$	4,964	$	3,117	$	3,343	$	13,341	$	1,586,091	$	827	$	1,673,997

Farmland:	Farmland:																			Farmland:
Pass	Pass	$	2,282	$	16,547	$	18,787	$	24	$	—	$	5,160	$	4,519	$	—	$	47,319	Pass	$	2,257	$	16,396	$	18,660	$	22	$	—	$	5,111	$	1,123	$	—	$	43,569

Total farmland	Total farmland	$	2,282	$	16,547	$	18,787	$	24	$	—	$	5,160	$	4,519	$	—	$	47,319	Total farmland	$	2,257	$	16,396	$	18,660	$	22	$	—	$	5,111	$	1,123	$	—	$	43,569

1 - 4 family residential:																				1 - 4 family residential:
Pass																				Pass	$	88,819	$	161,334	$	80,995	$	31,572	$	36,450	$	259,502	$	194,544	$	2,204	$	855,420
Special mention																				Special mention	—		—		—		—		—		285		—		—		285
Substandard																				Substandard	—		227		—		—		—		1,045		576		—		1,848
PCD																				PCD	—		—		—		—		—		1,140		—		—		1,140
Total 1 - 4 family residential																				Total 1 - 4 family residential	$	88,819	$	161,561	$	80,995	$	31,572	$	36,450	$	261,972	$	195,120	$	2,204	$	858,693

Multi-family residential:																				Multi-family residential:
Pass																				Pass	$	5,966	$	44,263	$	46,766	$	8,471	$	14,188	$	2,869	$	113,835	$	196	$	236,554
Special mention																				Special mention	—		—		—		—		—		—		13,725		—		13,725
Substandard																				Substandard	—		—		—		1,965		—		—		—		—		1,965

Total multi-family residential																				Total multi-family residential	$	5,966	$	44,263	$	46,766	$	10,436	$	14,188	$	2,869	$	127,560	$	196	$	252,244

OOCRE:																				OOCRE:
Pass																				Pass	$	98,606	$	119,115	$	84,165	$	41,391	$	38,640	$	141,395	$	86,999	$	11,157	$	621,468
Special mention																				Special mention	—		2,352		—		1,986		—		671		866		—		5,875
Substandard																				Substandard	—		200		—		—		18,753		4,934		1,796		2,809		28,492
PCD																				PCD	—		—		—		—		—		21,870		—		—		21,870
Total OOCRE																				Total OOCRE	$	98,606	$	121,667	$	84,165	$	43,377	$	57,393	$	168,870	$	89,661	$	13,966	$	677,705

NOOCRE:																				NOOCRE:
Pass																				Pass	$	316,992	$	186,945	$	158,740	$	56,299	$	129,266	$	255,523	$	986,025	$	3,733	$	2,093,523
Special mention																				Special mention	—		—		—		2,646		12,299		65,414		48,852		—		129,211
Substandard																				Substandard	—		—		—		—		6,831		27,295		2,244		—		36,370
PCD																				PCD	—		—		—		—		13,637		564		—		—		14,201
Total NOOCRE																				Total NOOCRE	$	316,992	$	186,945	$	158,740	$	58,945	$	162,033	$	348,796	$	1,037,121	$	3,733	$	2,273,305

2224

1 - 4 family residential:
Pass $ 57,683 $ 177,912 $ 84,036 $ 33,611 $ 38,949 $ 224,941 $ 142,865 $ 2,240 $ 762,237
Special mention — — — — — 421 — — 421
Substandard — 230 — — — 668 576 — 1,474
PCD — — — — — 1,128 — — 1,128
Total 1 - 4 family residential $ 57,683 $ 178,142 $ 84,036 $ 33,611 $ 38,949 $ 227,158 $ 143,441 $ 2,240 $ 765,260
Multi-family residential:
Pass $ 5,317 $ 44,351 $ 46,891 $ 10,528 $ 18,635 $ 9,284 $ 119,799 $ 199 $ 255,004
Special mention — — — — — — 21,628 — 21,628
Total multi-family residential $ 5,317 $ 44,351 $ 46,891 $ 10,528 $ 18,635 $ 9,284 $ 141,427 $ 199 $ 276,632
OOCRE:
Pass $ 68,310 $ 111,128 $ 84,871 $ 45,626 $ 39,477 $ 150,829 $ 75,448 $ 14,079 $ 589,768
Special mention — 2,375 — 592 — 1,667 878 — 5,512
Substandard — 200 — — 18,882 7,275 2,870 — 29,227
PCD — — — — — 22,216 — — 22,216
Total OOCRE $ 68,310 $ 113,703 $ 84,871 $ 46,218 $ 58,359 $ 181,987 $ 79,196 $ 14,079 $ 646,723
NOOCRE:
Pass $ 260,978 $ 209,568 $ 168,029 $ 67,503 $ 149,142 $ 292,139 $ 859,292 $ 3,753 $ 2,010,404
Special mention — — — 760 12,329 46,718 63,746 — 123,553
Substandard — — — 1,398 7,478 36,631 10,148 — 55,655
PCD — — — — 13,773 585 — — 14,358
Total NOOCRE $ 260,978 $ 209,568 $ 168,029 $ 69,661 $ 182,722 $ 376,073 $ 933,186 $ 3,753 $ 2,203,970
Commercial:
Pass $ 117,661 $ 137,728 $ 71,998 $ 89,377 $ 20,243 $ 27,508 $ 1,875,189 $ 6,254 $ 2,345,958
Special mention — 11,108 1,017 82 8,962 4,784 20,921 — 46,874
Substandard — 4,560 2,511 3,708 11,713 529 27,407 257 50,685
PCD — — — — 294 6,592 — — 6,886
Total commercial $ 117,661 $ 153,396 $ 75,526 $ 93,167 $ 41,212 $ 39,413 $ 1,923,517 $ 6,511 $ 2,450,403
MW:
Pass $ — $ — $ — $ — $ — $ — $ 628,732 $ 129 $ 628,861
Substandard — — — — — — 430 — 430
Total MW $ — $ — $ — $ — $ — $ — $ 629,162 $ 129 $ 629,291
Consumer:
Pass $ 887 $ 534 $ 1,105 $ 294 $ 177 $ 2,717 $ 1,516 $ — $ 7,230
Special mention — — — — — 74 — — 74
Substandard — — 15 — 17 153 1 — 186
PCD — — — — — 30 — — 30
Total consumer $ 887 $ 534 $ 1,120 $ 294 $ 194 $ 2,974 $ 1,517 $ — $ 7,520
Total Pass $ 535,608 $ 740,809 $ 482,290 $ 253,681 $ 273,409 $ 724,683 $ 5,137,928 $ 27,485 $ 8,175,893


Commercial:																				Commercial:
Pass																				Pass	$	177,360	$	143,225	$	69,354	$	82,933	$	17,041	$	20,674	$	2,124,670	$	5,659	$	2,640,916
Special mention																				Special mention	15,400		1,229		1,007		76		8,170		4,422		18,156		—		48,460
Substandard																				Substandard	—		4,281		2,504		3,587		11,424		378		24,535		80		46,789
PCD																				PCD	—		—		—		—		280		4,503		—		—		4,783
Total commercial																				Total commercial	$	192,760	$	148,735	$	72,865	$	86,596	$	36,915	$	29,977	$	2,167,361	$	5,739	$	2,740,948

MW:																				MW:
Pass																				Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	523,541	$	56	$	523,597

Substandard																				Substandard	—		—		—		—		—		—		208		—		208

Total MW																				Total MW	$	—	$	—	$	—	$	—	$	—	$	—	$	523,749	$	56	$	523,805

Consumer:																				Consumer:
Pass																				Pass	$	1,269	$	488	$	967	$	254	$	142	$	2,423	$	1,669	$	—	$	7,212
Special mention																				Special mention	—		—		—		—		—		59		—		—		59
Substandard																				Substandard	—		—		15		—		16		136		1		—		168
PCD																				PCD	—		—		—		—		—		26		—		—		26
Total consumer																				Total consumer	$	1,269	$	488	$	982	$	254	$	158	$	2,644	$	1,670	$	—	$	7,465

Total Pass																				Total Pass	$	728,964	$	696,385	$	464,611	$	224,059	$	239,070	$	699,244	$	5,616,232	$	23,832	$	8,692,397
Total Special Mention	Total Special Mention	—		13,483		1,017		1,434		21,291		53,664		109,182		—		200,071		Total Special Mention	15,400		3,581		1,007		4,708		20,469		70,851		83,864		—		199,880
Total Substandard	Total Substandard	—		4,990		2,526		5,106		38,090		45,256		41,432		257		137,657		Total Substandard	—		4,708		2,519		5,552		37,024		33,788		29,360		2,889		115,840
Total PCD	Total PCD	—		—		—		—		14,067		32,427		—		—		46,494		Total PCD	—		—		—		—		13,917		29,697		—		—		43,614
Total	Total	$	535,608	$	759,282	$	485,833	$	260,221	$	346,857	$	856,030	$	5,288,542	$	27,742	$	8,560,115	Total	$	744,364	$	704,674	$	468,137	$	234,319	$	310,480	$	833,580	$	5,729,456	$	26,721	$	9,051,731

1 Term loans amortized cost basis by origination year excludes ~~$15,032~~$17,493 of deferred loan fees, net.


		Term Loans Amortized Cost Basis by Origination Year1																			Term Loans Amortized Cost Basis by Origination Year1
		2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total			2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of December 31,	As of December 31,																			As of December 31,
Construction and land:	Construction and land:																			Construction and land:
Pass	Pass	$	389,420	$	453,262	$	116,855	$	57,637	$	5,741	$	29,182	$	4,631	$	1,163	$	1,057,891	Pass	$	389,420	$	453,262	$	116,855	$	57,637	$	5,741	$	29,182	$	4,631	$	1,163	$	1,057,891
Special mention	Special mention	—		1,593		—		312		—		—		—		—		1,905		Special mention	—		1,593		—		312		—		—		—		—		1,905

PCD	PCD	—		—		—		—		—		2,348		—		—		2,348		PCD	—		—		—		—		—		2,348		—		—		2,348
Total construction and land	Total construction and land	$	389,420	$	454,855	$	116,855	$	57,949	$	5,741	$	31,530	$	4,631	$	1,163	$	1,062,144	Total construction and land	$	389,420	$	454,855	$	116,855	$	57,949	$	5,741	$	31,530	$	4,631	$	1,163	$	1,062,144

Farmland:	Farmland:																			Farmland:
Pass	Pass	$	16,849	$	28,655	$	27	$	3,367	$	2,957	$	2,643	$	1,329	$	—	$	55,827	Pass	$	16,849	$	28,655	$	27	$	3,367	$	2,957	$	2,643	$	1,329	$	—	$	55,827

Total farmland	Total farmland	$	16,849	$	28,655	$	27	$	3,367	$	2,957	$	2,643	$	1,329	$	—	$	55,827	Total farmland	$	16,849	$	28,655	$	27	$	3,367	$	2,957	$	2,643	$	1,329	$	—	$	55,827

1 - 4 family residential:	1 - 4 family residential:																			1 - 4 family residential:
Pass	Pass	$	191,333	$	101,377	$	54,826	$	59,861	$	27,743	$	85,661	$	12,659	$	6,025	$	539,485	Pass	$	191,333	$	101,377	$	54,826	$	59,861	$	27,743	$	85,661	$	12,659	$	6,025	$	539,485
Special mention	Special mention	—		—		—		—		—		352		—		—		352		Special mention	—		—		—		—		—		352		—		—		352
Substandard	Substandard	—		—		—		—		81		903		567		—		1,551		Substandard	—		—		—		—		81		903		567		—		1,551
PCD	PCD	—		—		—		—		—		1,178		—		—		1,178		PCD	—		—		—		—		—		1,178		—		—		1,178
Total 1 - 4 family residential	Total 1 - 4 family residential	$	191,333	$	101,377	$	54,826	$	59,861	$	27,824	$	88,094	$	13,226	$	6,025	$	542,566	Total 1 - 4 family residential	$	191,333	$	101,377	$	54,826	$	59,861	$	27,824	$	88,094	$	13,226	$	6,025	$	542,566

Multi-family residential:
Pass		$	67,979	$	59,239	$	54,321	$	68,531	$	11,815	$	27,020	$	49	$	—	$	288,954
Special mention		—		—		—		21,287		—		—		—		—		21,287

Total multi-family residential		$	67,979	$	59,239	$	54,321	$	89,818	$	11,815	$	27,020	$	49	$	—	$	310,241

OOCRE:
Pass		$	114,413	$	111,516	$	56,964	$	73,112	$	54,921	$	174,500	$	2,986	$	2,965	$	591,377
Special mention		2,420		—		1,052		—		—		6,232		—		—		9,704
Substandard		—		412		—		25,440		781		10,259		—		—		36,892
PCD		—		1,377		—		—		6,567		19,620		—		—		27,564
Total OOCRE		$	116,833	$	113,305	$	58,016	$	98,552	$	62,269	$	210,611	$	2,986	$	2,965	$	665,537

NOOCRE:
Pass		$	628,140	$	298,091	$	254,566	$	319,359	$	56,710	$	336,713	$	5,861	$	23,015	$	1,922,455
Special mention		—		613		1,685		29,469		16,354		48,952		—		489		97,562
Substandard		—		48		1,775		26,209		1,581		52,479		—		—		82,092
PCD		—		—		—		13,620		—		4,580		—		—		18,200
Total NOOCRE		$	628,140	$	298,752	$	258,026	$	388,657	$	74,645	$	442,724	$	5,861	$	23,504	$	2,120,309

Commercial:
Pass		$	430,213	$	187,370	$	124,798	$	65,186	$	40,254	$	52,491	$	968,229	$	19,130	$	1,887,671
Special mention		7,958		2,341		149		15,136		1,069		3,368		3,482		2,589		36,092
Substandard		15,662		5,843		6,286		14,908		4,167		2,779		20,500		4,342		74,487

2425


Multi-family residential:																				Multi-family residential:
Pass																				Pass	$	67,979	$	59,239	$	54,321	$	68,531	$	11,815	$	27,020	$	49	$	—	$	288,954
Special mention																				Special mention	—		—		—		21,287		—		—		—		—		21,287

Total multi-family residential																				Total multi-family residential	$	67,979	$	59,239	$	54,321	$	89,818	$	11,815	$	27,020	$	49	$	—	$	310,241

OOCRE:																				OOCRE:
Pass																				Pass	$	114,413	$	111,516	$	56,964	$	73,112	$	54,921	$	174,500	$	2,986	$	2,965	$	591,377
Special mention																				Special mention	2,420		—		1,052		—		—		6,232		—		—		9,704
Substandard																				Substandard	—		412		—		25,440		781		10,259		—		—		36,892
PCD																				PCD	—		1,377		—		—		6,567		19,620		—		—		27,564
Total OOCRE																				Total OOCRE	$	116,833	$	113,305	$	58,016	$	98,552	$	62,269	$	210,611	$	2,986	$	2,965	$	665,537

NOOCRE:																				NOOCRE:
Pass																				Pass	$	628,140	$	298,091	$	254,566	$	319,359	$	56,710	$	336,713	$	5,861	$	23,015	$	1,922,455
Special mention																				Special mention	—		613		1,685		29,469		16,354		48,952		—		489		97,562
Substandard																				Substandard	—		48		1,775		26,209		1,581		52,479		—		—		82,092
PCD																				PCD	—		—		—		13,620		—		4,580		—		—		18,200
Total NOOCRE																				Total NOOCRE	$	628,140	$	298,752	$	258,026	$	388,657	$	74,645	$	442,724	$	5,861	$	23,504	$	2,120,309

Commercial:																				Commercial:
Pass																				Pass	$	430,213	$	187,370	$	124,798	$	65,186	$	40,254	$	52,491	$	968,229	$	19,130	$	1,887,671
Special mention																				Special mention	7,958		2,341		149		15,136		1,069		3,368		3,482		2,589		36,092
Substandard																				Substandard	15,662		5,843		6,286		14,908		4,167		2,779		20,500		4,342		74,487
PCD	PCD	—		—		—		315		1,785		6,526		—		—		8,626		PCD	—		—		—		315		1,785		6,526		—		—		8,626
Total commercial	Total commercial	$	453,833	$	195,554	$	131,233	$	95,545	$	47,275	$	65,164	$	992,211	$	26,061	$	2,006,876	Total commercial	$	453,833	$	195,554	$	131,233	$	95,545	$	47,275	$	65,164	$	992,211	$	26,061	$	2,006,876

MW:	MW:																			MW:
Pass	Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	564,850	$	250	$	565,100	Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	564,850	$	250	$	565,100

Substandard	Substandard	—		—		—		—		—		—		545		—		545		Substandard	—		—		—		—		—		—		545		—		545

Total MW	Total MW	$	—	$	—	$	—	$	—	$	—	$	—	$	565,395	$	250	$	565,645	Total MW	$	—	$	—	$	—	$	—	$	—	$	—	$	565,395	$	250	$	565,645

Consumer:	Consumer:																			Consumer:
Pass	Pass	$	3,362	$	1,566	$	512	$	408	$	2,777	$	784	$	1,006	$	25	$	10,440	Pass	$	3,362	$	1,566	$	512	$	408	$	2,777	$	784	$	1,006	$	25	$	10,440
Special mention	Special mention	—		—		—		—		65		14		—		—		79		Special mention	—		—		—		—		65		14		—		—		79
Substandard	Substandard	—		—		22		—		177		39		1,064		—		1,302		Substandard	—		—		22		—		177		39		1,064		—		1,302
PCD	PCD	—		—		—		—		24		153		—		—		177		PCD	—		—		—		—		24		153		—		—		177
Total consumer	Total consumer	$	3,362	$	1,566	$	534	$	408	$	3,043	$	990	$	2,070	$	25	$	11,998	Total consumer	$	3,362	$	1,566	$	534	$	408	$	3,043	$	990	$	2,070	$	25	$	11,998

Total Pass	Total Pass	$	1,841,709	$	1,241,076	$	662,869	$	647,461	$	202,918	$	708,994	$	1,561,600	$	52,573	$	6,919,200	Total Pass	$	1,841,709	$	1,241,076	$	662,869	$	647,461	$	202,918	$	708,994	$	1,561,600	$	52,573	$	6,919,200
Total Special Mention	Total Special Mention	10,378		4,547		2,886		66,204		17,488		58,918		3,482		3,078		166,981		Total Special Mention	10,378		4,547		2,886		66,204		17,488		58,918		3,482		3,078		166,981
Total Substandard	Total Substandard	15,662		6,303		8,083		66,557		6,787		66,459		22,676		4,342		196,869		Total Substandard	15,662		6,303		8,083		66,557		6,787		66,459		22,676		4,342		196,869
Total PCD	Total PCD	—		1,377		—		13,935		8,376		34,405		—		—		58,093		Total PCD	—		1,377		—		13,935		8,376		34,405		—		—		58,093
Total	Total	$	1,867,749	$	1,253,303	$	673,838	$	794,157	$	235,569	$	868,776	$	1,587,758	$	59,993	$	7,341,143	Total	$	1,867,749	$	1,253,303	$	673,838	$	794,157	$	235,569	$	868,776	$	1,587,758	$	59,993	$	7,341,143

1 Term loans amortized cost basis by origination year excludes $9,489 of deferred loan fees, net.

Servicing Assets

The Company was servicing loans of approximately ~~$520,593~~$509,479 and ~~$304,290~~$302,452 as of ~~June~~September 30, 2022 and 2021, respectively. A summary of the changes in the related servicing assets are as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Balance at beginning of period	Balance at beginning of period	$	18,168	$	3,402	$	17,705	$	3,363	Balance at beginning of period	$	15,680	$	3,725	$	17,705	$	3,363

Increase from loan sales	Increase from loan sales	207		384		1,698		384		Increase from loan sales	113		157		1,811		541
Servicing asset impairment, net of recoveries	Servicing asset impairment, net of recoveries	(1,603)		84		(1,883)		212		Servicing asset impairment, net of recoveries	551		(95)		(1,332)		117
Amortization charged as a reduction to income	Amortization charged as a reduction to income	(1,092)		(145)		(1,840)		(234)		Amortization charged as a reduction to income	(934)		(212)		(2,774)		(446)
Balance at end of period	Balance at end of period	$	15,680	$	3,725	$	15,680	$	3,725	Balance at end of period	$	15,410	$	3,575	$	15,410	$	3,575

Fair value of servicing assets is estimated by discounting estimated future cash flows from the servicing assets using discount rates that approximate current market rates over the expected lives of the loans being serviced. A valuation allowance is recorded when the fair value is below the carrying amount of the asset. As of ~~June~~September 30, 2022 and 2021 there was a valuation allowance of ~~$2,511~~$1,960 and ~~$344,~~$440, respectively.

The Company may also receive a portion of subsequent interest collections on loans sold that exceed the contractual servicing fees. In that case, the Company records an interest-only strip based on its relative fair market value and the other components of the loans. There was no interest-only strip receivable recorded at ~~June~~September 30, 2022 and December 31, 2021.

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Bank sold ~~$11,511~~$2,215 and ~~$15,886~~$18,101 in SBA LHI resulting in a gain of $140 and $803, respectively. ~~$1,186~~No USDA LHI were sold during the three months ended September 30, 2022. ~~and $1,719, respectively.~~ During the ~~three and six~~nine months ended ~~months ended June~~September 30, 2022, the Bank sold ~~$500 and~~ $20,500 in USDA LHI resulting in a gain of ~~$80 and $3,708, respectively.~~$3,708. During the three and nine months ended ~~June~~September 30, 2021, the Bank sold ~~$15,176~~$6,025 and $20,338 in SBA LHI resulting in a gain of ~~$1,953.~~$859 and $2,812, respectively. No USDA LHI were sold during the three and nine months ended ~~June~~September 30, 2021. The gain on sale of SBA and USDA loans is recorded in government guaranteed loan income, net, in the Company's consolidated statements of income.

2527

6. Fair Value

The following table summarizes assets measured at fair value on a recurring basis as of ~~June~~September 30, 2022 and December 31, 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


		June 30, 2022									September 30, 2022
		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value			Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Financial Assets:	Financial Assets:									Financial Assets:
AFS debt securities	AFS debt securities	$	—	$	1,170,004	$	—	$	1,170,004	AFS debt securities	$	—	$	1,114,886	$	—	$	1,114,886
Equity securities with a readily determinable fair value	Equity securities with a readily determinable fair value	10,169		—		—		10,169		Equity securities with a readily determinable fair value	9,740		—		—		9,740
PPP loans	PPP loans	—		—		7,339		7,339		PPP loans	—		—		2,821		2,821
Loans held for sale(1)	Loans held for sale(1)	—		13,289		—		13,289		Loans held for sale(1)	—		16,760		—		16,760
Interest rate swap designated as hedging instruments	Interest rate swap designated as hedging instruments	—		16,253		—		16,253		Interest rate swap designated as hedging instruments	—		22,108		—		22,108
Correspondent interest rate swaps not designated as hedging instruments	Correspondent interest rate swaps not designated as hedging instruments	—		22,589		—		22,589		Correspondent interest rate swaps not designated as hedging instruments	—		39,309		—		39,309
Customer interest rate swaps not designated as hedging instruments	Customer interest rate swaps not designated as hedging instruments	—		2,298		—		2,298		Customer interest rate swaps not designated as hedging instruments	—		134		—		134

Financial Liabilities:	Financial Liabilities:									Financial Liabilities:
Interest rate swap designated as hedging instruments	Interest rate swap designated as hedging instruments	$	—	$	34,251	$	—	$	34,251	Interest rate swap designated as hedging instruments	$	—	$	57,417	$	—	$	57,417
Correspondent interest rate swaps not designated as hedging instruments	Correspondent interest rate swaps not designated as hedging instruments	—		2,429		—		2,429		Correspondent interest rate swaps not designated as hedging instruments	—		162		—		162
Customer interest rate swaps not designated as hedging instruments	Customer interest rate swaps not designated as hedging instruments	—		22,469		—		22,469		Customer interest rate swaps not designated as hedging instruments	—		38,973		—		38,973

1) Represents loans held for sale elected to be carried at fair value.


	December 31, 2021
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Financial Assets:
AFS debt securities	$	—	$	993,058	$	—	$	993,058
Equity securities with a readily determinable fair value	11,038		—		—		11,038
PPP loans	—		53,369		—		53,369
Loans held for sale(1)	—		9,867		—		9,867
Interest rate swap designated as hedging instruments	—		7,001		—		7,001
Correspondent interest rate swaps not designated as hedging instruments	—		1,527		—		1,527
Customer interest rate swaps not designated as hedging instruments	—		3,261		—		3,261
Customer interest rate caps and collars not designated as hedging instruments	—		1		—		1
Financial Liabilities:
Interest rate swap designated as hedging instruments	$	—	$	1,404	$	—	$	1,404
Correspondent interest rate swaps not designated as hedging instruments	—		3,498		—		3,498
Customer interest rate caps and collars not designated as hedging instruments	—		1,442		—		1,442
Correspondent interest rate caps and collars not designated as hedging instruments	—		1		—		1

(1) Represents loans held for sale elected to be carried at fair value.

There were no transfers between Level 2 and Level 3 during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

2628

The following table summarizes assets measured at fair value on a non-recurring basis as of ~~June~~September 30, 2022 and December 31, 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


		Fair Value Measurements Using									Fair Value Measurements Using
		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value			Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
As of June 30, 2022
As of September 30, 2022										As of September 30, 2022
Assets:	Assets:									Assets:
Collateral dependent loans with an ACL	Collateral dependent loans with an ACL	$	—	$	—	$	13,835	$	13,835	Collateral dependent loans with an ACL	$	—	$	—	7,191		7,191
Servicing assets with a valuation allowance	Servicing assets with a valuation allowance	—		—		12,417		12,417		Servicing assets with a valuation allowance	—		—		9,835		9,835
As of December 31, 2021	As of December 31, 2021									As of December 31, 2021
Assets:	Assets:									Assets:
Collateral dependent loans with an ACL	Collateral dependent loans with an ACL	$	—	$	—	$	10,100	$	10,100	Collateral dependent loans with an ACL	$	—	$	—	$	10,100	$	10,100
Servicing assets with a valuation allowance	Servicing assets with a valuation allowance	—		—		3,223		3,223		Servicing assets with a valuation allowance	—		—		3,223		3,223

At ~~June~~September 30, 2022, collateral dependent loans with an allowance had a recorded investment of ~~$18,378,~~$9,525, with ~~$4,543~~$2,334 specific allowance for credit loss allocated. At December 31, 2021, collateral dependent loans with an allowance had a carrying value of $17,908, with $7,808 specific allowance for credit loss allocated.

At ~~June~~September 30, 2022, servicing assets of ~~$14,927~~$11,794 had a valuation allowance totaling ~~$2,510.~~$1,959. At December 31, 2021, servicing assets of $3,850 had a valuation allowance totaling $627.

There were no liabilities measured at fair value on a non-recurring basis as of ~~June~~September 30, 2022 or December 31, 2021.

Fair Value of Financial Instruments

The Company’s methods of determining fair value of financial instruments in this Note are consistent with its methodologies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Please refer to Note 17 in the Company’s Annual Report on Form 10-K for information on these methods.

2729

The estimated fair values and carrying values of all financial instruments not measured at fair value on a recurring basis under current authoritative guidance as of ~~June~~September 30, 2022 and December 31, 2021 were as follows:


				Fair Value									Fair Value
		Carrying Amount		Level 1		Level 2		Level 3			Carrying Amount		Level 1		Level 2		Level 3
June 30, 2022
September 30, 2022										September 30, 2022
Financial assets:	Financial assets:									Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	410,716	$	—	$	410,716	$	—	Cash and cash equivalents	$	433,897	$	—	$	433,897	$	—
HTM debt securities	HTM debt securities	184,399		—		162,297		—		HTM debt securities	188,118		—		155,551		—
Securities purchased under agreements to resell		98,961		—		98,961		—

Loans held for sale(1)	Loans held for sale(1)	921		—		—		921		Loans held for sale(1)	884		—		—		884

LHI, excluding PPP loans(2)	LHI, excluding PPP loans(2)	8,526,705		—		—		8,485,127		LHI, excluding PPP loans(2)	9,024,713		—		—		8,883,774
Accrued interest receivable	Accrued interest receivable	27,496		—		27,496		—		Accrued interest receivable	31,071		—		31,071		—
BOLI	BOLI	84,097		—		84,097		—		BOLI	84,030		—		84,030		—
Servicing asset	Servicing asset	3,263		—		3,263		—		Servicing asset	5,575		—		5,575		—
Equity securities without a readily determinable fair value	Equity securities without a readily determinable fair value	5,421		N/A		N/A		N/A		Equity securities without a readily determinable fair value	9,459		N/A		N/A		N/A
FHLB and FRB stock	FHLB and FRB stock	87,116		N/A		N/A		N/A		FHLB and FRB stock	95,334		N/A		N/A		N/A
Financial liabilities:	Financial liabilities:									Financial liabilities:
Deposits	Deposits	$	8,517,706	$	—	$	7,742,572	$	—	Deposits	$	8,748,444	$	—	$	7,803,105	$	—
Advances from FHLB	Advances from FHLB	1,000,000		—		999,434		—		Advances from FHLB	1,150,000		—		1,145,824		—
Accrued interest payable	Accrued interest payable	1,346		—		1,346		—		Accrued interest payable	3,216		—		3,216		—
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes	228,272		—		228,272		—		Subordinated debentures and subordinated notes	228,524		—		228,524		—
Securities sold under agreement to repurchase	Securities sold under agreement to repurchase	3,275		—		3,232		—		Securities sold under agreement to repurchase	2,389		—		2,677		—

December 31, 2021	December 31, 2021									December 31, 2021
Financial assets:	Financial assets:									Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	379,784	$	—	$	379,784	$	—	Cash and cash equivalents	$	379,784	$	—	$	379,784	$	—
HTM debt securities	HTM debt securities	59,436		—		61,446		—		HTM debt securities	59,436		—		61,446		—
Securities purchased under agreements to resell	Securities purchased under agreements to resell	102,288		—		102,288		—		Securities purchased under agreements to resell	102,288		—		102,288		—
Loans held for sale(1)	Loans held for sale(1)	16,140		—		16,140		—		Loans held for sale(1)	16,140		—		16,140		—

LHI(2)	LHI(2)	7,259,233		—		—		7,283,992		LHI(2)	7,259,233		—		—		7,283,992
Accrued interest receivable	Accrued interest receivable	22,008		—		22,008		—		Accrued interest receivable	22,008		—		22,008		—
Bank-owned life insurance	Bank-owned life insurance	83,194		—		83,194		—		Bank-owned life insurance	83,194		—		83,194		—
Servicing asset	Servicing asset	14,482		—		14,482		—		Servicing asset	14,482		—		14,482		—
Equity securities without a readily determinable fair value	Equity securities without a readily determinable fair value	4,355		N/A		N/A		N/A		Equity securities without a readily determinable fair value	4,355		N/A		N/A		N/A
FHLB and FRB stock	FHLB and FRB stock	71,892		N/A		N/A		N/A		FHLB and FRB stock	71,892		N/A		N/A		N/A
Financial liabilities:	Financial liabilities:									Financial liabilities:
Deposits	Deposits	$	7,363,615	$	—	$	7,145,175	$	—	Deposits	$	7,363,615	$	—	$	7,145,175	$	—
Advances from FHLB	Advances from FHLB	777,562		—		796,480		—		Advances from FHLB	777,562		—		796,480		—
Accrued interest payable	Accrued interest payable	1,507		—		1,507		—		Accrued interest payable	1,507		—		1,507		—
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes	227,764		—		227,764		—		Subordinated debentures and subordinated notes	227,764		—		227,764		—
Securities sold under agreement to repurchase	Securities sold under agreement to repurchase	4,069		—		4,026		—		Securities sold under agreement to repurchase	4,069		—		4,026		—

(1) Loans held for sale represent mortgage loans held for sale that are carried at lower of cost or market.

(2) LHI includes MW and is carried at amortized cost.

2830

7. Derivative Financial Instruments

The Company primarily uses derivatives to manage exposure to market risk, including interest rate risk and credit risk and to assist customers with their risk management objectives. Management will designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship. The Company’s remaining derivatives consist of derivatives held for customer accommodation or other purposes.

The fair value of derivative positions outstanding is included in other assets and accounts payable and other liabilities on the accompanying consolidated balance sheets and in the net change in each of these financial statement line items in the accompanying consolidated statements of cash flows. For derivatives not designated as hedging instruments, swap fee income and gains and losses due to changes in fair value are included in other noninterest income and the operating section of the consolidated statement of cash flows. For derivatives designated as hedging instruments, the entire change in the fair value related to the derivative instrument is recognized as a component of other comprehensive income and subsequently reclassified into interest income or interest expense when the forecasted transaction affects income. The notional amounts and estimated fair values as of ~~June~~September 30, 2022 and December 31, 2021 are as shown in the table below.


		June 30, 2022						December 31, 2021							September 30, 2022						December 31, 2021
				Estimated Fair Value						Estimated Fair Value							Estimated Fair Value						Estimated Fair Value
		Notional Amount		Asset Derivative		Liability Derivative		Notional Amount		Asset Derivative		Liability Derivative			Notional Amount		Asset Derivative		Liability Derivative		Notional Amount		Asset Derivative		Liability Derivative
Derivatives designated as hedging instruments (cash flow hedges):	Derivatives designated as hedging instruments (cash flow hedges):													Derivatives designated as hedging instruments (cash flow hedges):

Interest rate swap on money market deposit account payments	Interest rate swap on money market deposit account payments	$	250,000	$	16,253	$	—	$	250,000	$	4,541	$	—	Interest rate swap on money market deposit account payments	$	250,000	$	22,108	$	—	$	250,000	$	4,541	$	—
Interest rate swap on customer loan interest payments	Interest rate swap on customer loan interest payments	125,000		—		11,233		125,000		—		867		Interest rate swap on customer loan interest payments	125,000		—		16,780		125,000		—		867
Interest rate swap on customer loan interest payments	Interest rate swap on customer loan interest payments	125,000		—		10,970		125,000		—		537		Interest rate swap on customer loan interest payments	125,000		—		16,490		125,000		—		537
Interest rate swap on customer loan interest payments	Interest rate swap on customer loan interest payments	125,000		—		12,048		125,000		2,460		—		Interest rate swap on customer loan interest payments	125,000		—		19,055		125,000		2,460		—
Interest rate collars on customer loan interest payments														Interest rate collars on customer loan interest payments	350,000		—		5,092		—		—		—
Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments	$	625,000	$	16,253	$	34,251	$	625,000	$	7,001	$	1,404	Total derivatives designated as hedging instruments	$	975,000	$	22,108	$	57,417	$	625,000	$	7,001	$	1,404

Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:													Derivatives not designated as hedging instruments:
Financial institution counterparty:	Financial institution counterparty:													Financial institution counterparty:
Interest rate swaps	Interest rate swaps	$	520,063	$	22,589	$	2,429	$	379,787	$	1,527	$	3,498	Interest rate swaps	$	664,797	$	39,309	$	162	$	379,787	$	1,527	$	3,498
Interest rate caps and collars	Interest rate caps and collars	33,716		—		—		41,916		—		1		Interest rate caps and collars	—		—		—		41,916		—		1
Commercial customer counterparty:	Commercial customer counterparty:													Commercial customer counterparty:
Interest rate swaps	Interest rate swaps	520,063		2,298		22,469		379,787		3,261		1,442		Interest rate swaps	664,797		134		38,973		379,787		3,261		1,442
Interest rate caps and collars	Interest rate caps and collars	33,716		—		—		41,916		1		—		Interest rate caps and collars	—		—		—		41,916		1		—
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments	$	1,107,558	$	24,887	$	24,898	$	843,406	$	4,789	$	4,941	Total derivatives not designated as hedging instruments	$	1,329,594	$	39,443	$	39,135	$	843,406	$	4,789	$	4,941
Offsetting derivative assets/liabilities	Offsetting derivative assets/liabilities			(19,517)		(19,517)		—		(2,609)		(2,609)		Offsetting derivative assets/liabilities			(32,094)		(32,094)				(2,609)		(2,609)
Total derivatives	Total derivatives	$	1,732,558	$	21,623	$	39,632	$	1,468,406	$	9,181	$	3,736	Total derivatives	$	2,304,594	$	29,457	$	64,458	$	1,468,406	$	9,181	$	3,736

2931

Pre-tax (loss) gain ~~(loss)~~ included in the consolidated statements of income and related to derivative instruments for the three and nine months ended ~~June~~September 30, 2022 and 2021 were as follows.


		For the Three Months Ended June 30, 2022						For the Three Months Ended June 30, 2021						For the Three Months Ended September 30, 2022				For the Three Months Ended September 30, 2021
		(Loss) gain recognized in other comprehensive income on derivative		Gain reclassified from accumulated other comprehensive income into income		Location of gain (loss) reclassified from accumulated other comprehensive income into income		(Loss) gain recognized in other comprehensive income on derivative		(Loss) gain reclassified from accumulated other comprehensive income into income		Location of gain (loss) reclassified from accumulated other comprehensive income into income				(Loss) gain recognized in other comprehensive income on derivative		Gain (loss) reclassified from accumulated other comprehensive income into income		Location of gain reclassified from accumulated other comprehensive income into income		Gain (loss) recognized in other comprehensive income on derivative		(Loss) gain reclassified from accumulated other comprehensive income into income		Location of (loss) gain reclassified from accumulated other comprehensive income into income
Derivatives designated as hedging instruments (cash flow hedges):	Derivatives designated as hedging instruments (cash flow hedges):														Derivatives designated as hedging instruments (cash flow hedges):
Interest rate swap on borrowing advances	Interest rate swap on borrowing advances	$	(1,094)	$	1,094	Interest Expense		$	—	$	—	Interest Expense			Interest rate swap on borrowing advances	$	(1,106)	$	1,106	Interest Expense		$	—	$	—	Interest Expense
Interest rate swap on money market deposit account payments	Interest rate swap on money market deposit account payments	2,323		229		Interest Expense		(132)		(207)		Interest Expense			Interest rate swap on money market deposit account payments	5,855		1,124		Interest Expense		403		(195)		Interest Expense
Commercial loan interest rate floor		—		—		Interest Income		—		325		Interest Income
Interest rate swaps on customer loan interest payments		(12,801)		499		Interest Income		8,533		(8)		Interest Income
Interest rate swaps and collars on customer loan interest payments															Interest rate swaps and collars on customer loan interest payments	(23,165)		(873)		Interest Income		(3,234)		2,325		Interest Income
Total	Total	$	(11,572)	$	1,822			$	8,401	$	110				Total	$	(18,416)	$	1,357			$	(2,831)	$	2,130

						Net gain recognized in other noninterest income						Net gain recognized in other noninterest income								Net gain recognized in other noninterest income						Net gain recognized in other noninterest income
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:														Derivatives not designated as hedging instruments:
Interest rate swaps, caps and collars	Interest rate swaps, caps and collars					$	1,407					$	92		Interest rate swaps, caps and collars					$	3,039					$	1,023

3032


		For the Six Months Ended June 30, 2022						For the Six Months Ended June 30, 2021						For the Nine Months Ended September 30, 2022				For the Nine Months Ended September 30, 2021
		(Loss) gain recognized in other comprehensive income on derivative		Gain reclassified from accumulated other comprehensive income into income		Location of gain (loss) reclassified from accumulated other comprehensive income into income		Gain recognized in other comprehensive income on derivative		(Loss) gain reclassified from accumulated other comprehensive income into income		Location of gain (loss) reclassified from accumulated other comprehensive income into income				(Loss) gain recognized in other comprehensive income on derivative		Gain reclassified from accumulated other comprehensive income into income		Location of gain (loss) reclassified from accumulated other comprehensive income into income		Gain recognized in other comprehensive income on derivative		(Loss) gain reclassified from accumulated other comprehensive income into income		Location of gain (loss) reclassified from accumulated other comprehensive income into income
Derivatives designated as hedging instruments (cash flow hedges):	Derivatives designated as hedging instruments (cash flow hedges):														Derivatives designated as hedging instruments (cash flow hedges):
Interest rate swap on borrowing advances	Interest rate swap on borrowing advances	$	(1,358)	$	1,358	Interest Expense		$	26,357	$	—	Interest Expense			Interest rate swap on borrowing advances	$	(2,464)	$	2,464	Interest Expense		$	26,357	$	—	Interest Expense
Interest rate swap on money market deposit account payments	Interest rate swap on money market deposit account payments	11,712		58		Interest Expense		3,763		(406)		Interest Expense			Interest rate swap on money market deposit account payments	17,567		1,182		Interest Expense		4,167		(601)		Interest Expense
Commercial loan interest rate floor	Commercial loan interest rate floor	—		—		Interest Income		—		866		Interest Income			Commercial loan interest rate floor	—		—		Interest Income		—		866		Interest Income
Interest rate swaps on customer loan interest payments		(35,307)		1,577		Interest Income		5,552		216		Interest Income
Interest rate swaps and collars on customer loan interest payments															Interest rate swaps and collars on customer loan interest payments	(58,473)		704		Interest Income		2,317		2,541		Interest Income
Total	Total	$	(24,953)	$	2,993			$	35,672	$	676				Total	$	(43,370)	$	4,350			$	32,841	$	2,806

						Net gain recognized in other noninterest income						Net gain recognized in other noninterest income								Net gain recognized in other noninterest income						Net gain recognized in other noninterest income
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:														Derivatives not designated as hedging instruments:
Interest rate swaps, caps and collars	Interest rate swaps, caps and collars					$	2,126					$	190		Interest rate swaps, caps and collars					$	5,165					$	1,213

Cash Flow Hedges

~~Cash~~We enter into cash flow hedge relationships to mitigate exposure to the variability of future cash flows or other forecasted transactions. The Company uses interest rate swaps, floors, caps and collars to manage overall cash flow changes related to interest rate risk exposure on benchmark interest rate loans.

~~In March 2021,~~ To qualify for hedge accounting, a formal assessment is prepared to determine whether the ~~Company entered into three fixed receive/pay variable interest rate swaps, each with~~hedging relationship, both at inception and on an ongoing basis, is expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk during the term of the hedge if a ~~notional amount of $125,000, to hedge the variability of~~ cash flow ~~payments attributable~~hedge. At inception a statistical regression analysis is prepared to determine hedge effectiveness. At each reporting period thereafter, a statistical regression or qualitative analysis is performed. If it is determined that hedge effectiveness has not been or will not continue to be highly effective, then hedge accounting ceases and any gain or loss in AOCI is recognized in earnings immediately. The cash flow hedges are recorded at fair value in other assets and other liabilities on the consolidated balance sheets with changes in ~~interest rates~~fair value recorded in ~~regards~~AOCI, net of tax. Amounts recorded to ~~forecasted of three-month attributable to changes~~AOCI are reclassified into earnings in ~~interest rates~~the same period in ~~regards to forecasted money market account borrowings from March 2021 through March 2028~~which the hedged asset or liability affects earnings and ~~March 2021 through March 2031.~~

~~In March 2020,~~are presented in the ~~Company entered into an interest rate swap for a notional amount of $500,000 to hedge~~same income statement line item as the variability of cash flow payments attributable to changes in interest rates in regards to forecasted issuances of three-month term debt arrangements every three months from March 2022 through March 2032. These forecasted borrowings can be sourced from a FHLB advance, repurchase agreement, brokered certificate of deposit or some combination. This interest rate swap was terminated on February 24, 2021. The pre-tax gain of $43,900, resulting from the terminationearnings effect of the interest rate swap, will remain in other comprehensive income (loss) and will be accreted over a 10 year period starting in March 2022 unless the forecasted transactions become probable of not occurring. The gain accreted into income during the three and six months ended June 30, 2022 was $1,094 and $1,358, respectively.hedged asset or liability.

In March 2020, the Company entered into an interest rate swap for a notional amount of $250,000 to hedge the variability of cash flow payments attributable to changes in interest rates in regards to forecasted money market account borrowings from March 2020 through March 2025.

3133

In May 2019, the Company entered into a $275,000 notional interest rate floor for commercial loans with a two-year term. The interest rate floor had a purchased floor strike of 2.43%. In February 2020, the Company terminated this interest rate floor. The gain resulting from the termination of the interest rate floor will remain in other comprehensive income (loss) and will be accreted into earnings over the remaining period of the former hedging relationship unless the forecasted transaction becomes probable of not occurring.

Interest Rate Swap, Floor, Cap and Collar Agreements Not Designated as Hedging Derivatives

In order to accommodate the borrowing needs of certain commercial customers, the Company has entered into interest rate swap or cap agreements with those customers. These interest rate derivative contracts effectively allow the Company’s customers to convert a variable rate loan into a fixed rate loan. In order to offset the exposure and manage interest rate risk, at the time an agreement was entered into with a customer, the Company entered into an interest rate swap or cap with a correspondent bank counterparty with offsetting terms. These derivative instruments are not designated as accounting hedges and changes in the net fair value are recognized in noninterest income or expense. Because the Company acts as an intermediary for its customers, changes in the fair value of the underlying derivative contracts substantially offset each other and do not have a material impact on the Company’s results of operations. The fair value amounts are included in other assets and other liabilities.

The following is a summary of the interest rate swaps, caps and collars outstanding as of ~~June~~September 30, 2022 and December 31, 2021.


		June 30, 2022								September 30, 2022
		Notional Amount		Fixed Rate	Floating Rate	Maturity	Fair Value			Notional Amount		Fixed Rate	Floating Rate	Maturity	Fair Value
Non-hedging derivative instruments:	Non-hedging derivative instruments:								Non-hedging derivative instruments:
Customer interest rate derivative:	Customer interest rate derivative:								Customer interest rate derivative:
Interest rate swaps - receive fixed/pay floating	Interest rate swaps - receive fixed/pay floating	$	520,063	2.970% - 8.470%	LIBOR 1 month + 2.2% - 5% SOFR CME 1 month + 2.1% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.3 years	$	(20,171)	Interest rate swaps - receive fixed/pay floating	$	664,797	2.410% - 8.470%	LIBOR 1 month + 2.2% - 5% SOFR CME 1 month + —% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.9 years	$	(38,839)
Interest rate cap		$	33,716	3.000%	LIBOR 1 month + —%	Wtd. Avg. 0.2 years	$	—

Correspondent interest rate derivative:	Correspondent interest rate derivative:								Correspondent interest rate derivative:
Interest rate swaps - pay fixed/receive floating	Interest rate swaps - pay fixed/receive floating	$	520,063	2.970% - 8.470%	LIBOR 1 month + 2.2% - 5% SOFR CME 1 month + 1.85% - 3.75% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.3 years	$	20,160	Interest rate swaps - pay fixed/receive floating	$	664,797	2.410% - 8.470%	LIBOR 1 month + 2.2% - 5% SOFR CME 1 month + —% - 3.75% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.9 years	$	39,147
Interest rate cap		$	33,716	3.000%	LIBOR 1 month + —%	Wtd. Avg. 0.2 years	$	—

		December 31, 2021								December 31, 2021
		Notional Amount		Fixed Rate	Floating Rate	Maturity	Fair Value			Notional Amount		Fixed Rate	Floating Rate	Maturity	Fair Value
Non-hedging derivative instruments:	Non-hedging derivative instruments:								Non-hedging derivative instruments:
Customer interest rate derivative:	Customer interest rate derivative:								Customer interest rate derivative:
Interest rate swaps - receive fixed/pay floating	Interest rate swaps - receive fixed/pay floating	$	379,787	2.970% - 8.470%	LIBOR 1 month + 2.200% - 5.000% SOFR CME 1 month + 2.480% - 2.900% SOFR-NYFD 30 day avg + 2.500% - 2.964%	Wtd. Avg. 4.8 years	$	1,820	Interest rate swaps - receive fixed/pay floating	$	379,787	2.970% - 8.470%	LIBOR 1 month + 2.2% - 5.0% SOFR CME 1 month + 2.5% - 2.9% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.8 years	$	1,820
Interest rate caps	Interest rate caps	$	41,916	3.000% / 5.000%	LIBOR 1 month + 0% - 2.500%	Wtd. Avg. 0.6 years	$	1	Interest rate caps	$	41,916	3.000% / 5.000%	LIBOR 1 month + 0% - 2.5%	Wtd. Avg. 0.6 years	$	1

Correspondent interest rate derivative:	Correspondent interest rate derivative:								Correspondent interest rate derivative:
Interest rate swaps - pay fixed/receive floating	Interest rate swaps - pay fixed/receive floating	$	379,787	2.970% - 8.470%	LIBOR 1 month + 2.200% - 5.000% SOFR CME 1 month + 2.480% - 2.900% SOFR-NYFD 30 day avg + 2.500% - 2.964%	Wtd. Avg. 4.8 years	$	(1,972)	Interest rate swaps - pay fixed/receive floating	$	379,787	2.970% - 8.470%	LIBOR 1 month + 2.2% - 5.0% SOFR CME 1 month + 2.5% - 2.9% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.8 years	$	(1,972)
Interest rate caps	Interest rate caps	$	41,916	2.500% / 3.000%	LIBOR 1 month + 0%	Wtd. Avg. 0.6 years	$	(1)	Interest rate caps	$	41,916	2.500% / 3.000%	LIBOR 1 month + 0%	Wtd. Avg. 0.6 years	$	(1)

3334

8. Off-Balance Sheet ~~(“OBS”)~~ Loan Commitments

The Company is a party to financial instruments with ~~OBS~~off-balance sheet (“OBS”) risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, MW commitments and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss in the event of nonperformance by the other party to a financial instrument for commitments to extend credit, MW commitments and standby and commercial 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 instruments.

The following table sets forth the approximate amounts of these financial instruments as of ~~June~~September 30, 2022 and December 31, 2021:


		June 30,		December 31,			September 30,		December 31,
		2022		2021			2022		2021
Commitments to extend credit	Commitments to extend credit	$	4,190,725	$	3,809,509	Commitments to extend credit	$	4,539,906	$	3,809,509
MW commitments	MW commitments	953,002		716,370		MW commitments	1,102,362		716,370
Standby and commercial letters of credit	Standby and commercial letters of credit	82,002		65,881		Standby and commercial letters of credit	96,949		65,881
Total	Total	$	5,225,729	$	4,591,760	Total	$	5,739,217	$	4,591,760

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 may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Management evaluates each customer’s creditworthiness on a case-by-case basis and substantially all of the Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of future loan funding. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the borrower.

MW commitments are unconditionally cancellable and represent the unused capacity on MW 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.

Standby and commercial letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby and commercial letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company’s policy for obtaining collateral and the nature of such collateral is substantially the same as that involved in making commitments to extend credit.

The table below presents the activity in the allowance for unfunded commitment credit losses related to those financial instruments discussed above. This ~~allowance~~ACL on unfunded commitments is recorded in accounts payable and other liabilities on the consolidated balance sheets:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Beginning balance for ACL on unfunded commitments	Beginning balance for ACL on unfunded commitments	$	9,759	$	10,177	$	9,266	$	10,747	Beginning balance for ACL on unfunded commitments	$	9,759	$	10,754	$	9,266	$	10,747
Provision for credit losses on unfunded commitments		—		577		493		7
Provision (benefit) for credit losses on unfunded commitments										Provision (benefit) for credit losses on unfunded commitments	850		(448)		1,343		(441)
Ending balance of ACL on unfunded commitments	Ending balance of ACL on unfunded commitments	$	9,759	$	10,754	$	9,759	$	10,754	Ending balance of ACL on unfunded commitments	$	10,609	$	10,306	$	10,609	$	10,306

3435

9. Stock-Based Awards

2010 Stock Option and Equity Incentive Plan (“2010 Incentive Plan”)

The Company recognized no stock compensation expense related to the 2010 Incentive Plan for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

A summary of option activity under the 2010 Incentive Plan for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, and changes during the periods then ended, is presented below:


		2010 Incentive Plan							2010 Incentive Plan
		Non-Performance Based Stock Options							Non-Performance Based Stock Options
		Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value			Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	20,000	$	10.09	1.06			Outstanding at January 1, 2021	20,000	$	10.09

Exercised	Exercised	(18,550)	10.00					Exercised	(19,000)	10.00
Outstanding and exercisable at June 30, 2021		1,450	$	10.39	1.48
Outstanding and exercisable at September 30, 2021								Outstanding and exercisable at September 30, 2021	1,000	$	10.43	1.32

Outstanding at January 1, 2022	Outstanding at January 1, 2022	1,000	$	10.43	1.07	$	147	Outstanding at January 1, 2022	1,000	$	10.43	1.07	$	147

Outstanding and exercisable at June 30, 2022		1,000	$	10.43	1.07	$	68
Outstanding and exercisable at September 30, 2022								Outstanding and exercisable at September 30, 2022	1,000	$	10.43	1.07	$	68

As of ~~June~~September 30, 2022, December 31, 2021 and ~~June~~September 30, 2021 there was no unrecognized stock compensation expense related to non-performance based stock options.

A summary of the fair value of the Company’s stock options exercised under the 2010 Incentive Plan for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 is presented below:

Fair Value of Options Exercised as of June 30,
2022 2021
Nonperformance-based stock options exercised — 552


	Fair Value of Options Exercised as of September 30,
	2022	2021
Nonperformance-based stock options exercised	—	568

2022 Equity Plan and Green Acquired Omnibus Plans

At the Company’s 2022 annual meeting of shareholders, the Company sought approval from its shareholders to authorize the amendment and restatement of the 2019 Amended and Restated Omnibus Incentive Plan (now referred to as the “2022 Equity Plan”) to, among other things, increase the aggregate number of shares that are available for grant thereunder, (the “Shareholder Approval”). Other terms amended in the 2022 Equity Plan included adding a one-year minimum vesting requirement on equity awards and clarifying certain provisions with respect to (i) the Compensation Committee’s authority and responsibilities in the administration of the 2022 Equity Plan, (ii) prohibitions against (x) dividend payments and voting rights with respect to any unvested awards, (y) the repricing of stock options and SARs, and (z) transfers of awards, and (iii) the definitions of termination of service, disability, and retirement. The Compensation Committee of the Board approved the amendment and restatement of the 2022 Equity Plan in May 2022 and Shareholder Approval was received in May 2022.

2022 Grants of Restricted Stock Units

During the three and ~~six~~nine months ending ~~June~~September 30, 2022, the Company granted non-performance-based RSUs and performance-based restricted stock units (“PSUs”) under the 2022 Equity Plan and the Veritex (Green) 2014 Omnibus Equity Incentive Plan (the “Veritex (Green) 2014 Plan”). The majority of the RSUs granted to employees during the ~~six~~nine months ending ~~June~~September 30, 2022 have an annual graded vesting over a three year period from the grant date.

The PSUs granted in February 2022 are subject to a service, performance and market condition. The performance and market condition determine the number of awards to vest. The service period is from February 1, 2022 to January 31, 2025, the performance condition performance period is from January 1, 2022 to December 31, 2024 and the market condition

3536

performance period is from February 1, 2022 to January 31, 2025. A Monte Carlo simulation was used to estimate the fair value of PSUs on the grant date.

Stock Compensation Expense

Stock compensation expense for options, RSUs and PSUs granted under the 2022 Equity Plan and the Veritex (Green) 2014 Plan were as follows:


		Three Months Ended June 30,				Six Months Ended June 30, 2022					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
2022 Equity Plan	2022 Equity Plan	$	2,444	$	2,202	$	5,348	$	4,183	2022 Equity Plan	$	2,918	$	2,172	$	8,266	$	6,355
Veritex (Green) 2014 Plan	Veritex (Green) 2014 Plan	200		490		614		987		Veritex (Green) 2014 Plan	197		494		811		1,481

2022 Equity Plan

A summary of the status of the Company’s stock options under the 2022 Equity Plan as of ~~June~~September 30, 2022 and 2021, and changes during the ~~six~~nine months then ended, is as follows:


		2022 Equity Plan						2022 Equity Plan
		Non-performance Based Stock Options						Non-performance Based Stock Options
		Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value				Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	975,801	$	24.26	0				Outstanding at January 1, 2021	975,801	$	24.26
Granted	Granted	500	36.54						Granted	500	36.54

Forfeited	Forfeited	(13,996)	25.93						Forfeited	(13,996)	25.93

Exercised	Exercised	(133,252)	22.95						Exercised	(149,808)	23.42
Outstanding at June 30, 2021		829,053	$	24.46	7.31
Options exercisable at June 30, 2021		515,903	$	24.57	6.82
Outstanding at September 30, 2021									Outstanding at September 30, 2021	812,497	$	24.40	7.07
Options exercisable at September 30, 2021									Options exercisable at September 30, 2021	507,597	$	24.49	6.58

Outstanding at January 1, 2022	Outstanding at January 1, 2022	710,043	$	24.38	0	0			Outstanding at January 1, 2022	710,043	$	24.38
Granted	Granted	500	35.26						Granted	1,500	31.26

Exercised	Exercised	(38,128)	23.34						Exercised	(44,049)	23.21
Outstanding at June 30, 2022		672,415	$	24.44	6.40	$	3,243
Options exercisable at June 30, 2022		541,737	$	24.53	6.14	$	2,569
Outstanding at September 30, 2022									Outstanding at September 30, 2022	667,494	$	24.47	6.19 years	$	3,336
Options exercisable at September 30, 2022									Options exercisable at September 30, 2022	541,650	$	24.57	5.93 years	$	2,658

As of ~~June~~September 30, 2022, December 31, 2021 and ~~June~~September 30, 2021, there was ~~$470,~~$327, $803 and ~~$1,635~~$1,219 of total unrecognized compensation expense related to options awarded under the 2022 Equity Plan, respectively. The unrecognized compensation expense at ~~June~~September 30, 2022 is expected to be recognized over the remaining weighted average requisite service period of ~~0.82~~0.67 years.

3637

A summary of the status of the Company’s RSUs under the 2022 Equity Plan as of ~~June~~September 30, 2022 and 2021, and changes during the ~~six~~nine months then ended, is as follows:


		2022 Equity Plan			2022 Equity Plan
		Non-performance-Based			Non-performance-Based
		RSUs			RSUs
		Units	Weighted Average Grant Date Fair Value				Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	441,132	$	20.39		Outstanding at January 1, 2021	441,132	$	20.39
Granted	Granted	232,649	26.40			Granted	247,649	26.87

Vested into shares	Vested into shares	(64,710)	24.27			Vested into shares	(89,819)	24.14
Forfeited	Forfeited	(8,981)	26.29			Forfeited	(12,998)	26.24
Outstanding at June 30, 2021		600,090	$	22.21
Outstanding at September 30, 2021						Outstanding at September 30, 2021	585,964	$	22.42

Outstanding at January 1, 2022	Outstanding at January 1, 2022	598,051	$	23.39		Outstanding at January 1, 2022	598,051	$	23.39
Granted	Granted	238,455	38.91			Granted	519,455	33.99

Vested into shares	Vested into shares	(112,695)	25.76			Vested into shares	(140,857)	26.49
Forfeited	Forfeited	(6,142)	31.22			Forfeited	(13,693)	32.91
Outstanding at June 30, 2022		717,669	$	28.14
Outstanding at September 30, 2022						Outstanding at September 30, 2022	962,956	$	28.52

A summary of the status of the Company’s PSUs under the 2022 Equity Plan as of ~~June~~September 30, 2022 and 2021, and changes during the ~~six~~nine months then ended, is as follows:


		2022 Equity Plan			2022 Equity Plan
		Performance-Based			Performance-Based
		PSUs			PSUs
		Units	Weighted Average Grant Date Fair Value				Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	100,195	$	23.20		Outstanding at January 1, 2021	100,195	$	23.20
Granted	Granted	56,276	25.94			Granted	56,276	25.94

Outstanding at June 30, 2021		156,471	$	24.17
Outstanding at September 30, 2021						Outstanding at September 30, 2021	156,471	$	24.17

Outstanding at January 1, 2022	Outstanding at January 1, 2022	156,471	$	24.17		Outstanding at January 1, 2022	156,471	$	24.17
Granted	Granted	39,429	40.38			Granted	39,429	40.38
Incremental PSUs granted upon performance condition met	Incremental PSUs granted upon performance condition met	31,655	0			Incremental PSUs granted upon performance condition met	31,655	23.90
Vested into shares	Vested into shares	(94,991)	21.49			Vested into shares	(94,991)	21.49

Outstanding at June 30, 2022		132,564	$	30.15
Outstanding at September 30, 2022						Outstanding at September 30, 2022	132,564	$	30.15

As of ~~June~~September 30, 2022, December 31, 2021 and ~~June~~September 30, 2021 there was ~~$16,855,~~$14,327, $10,413 and ~~$12,280~~$10,970 of total unrecognized compensation related to RSUs and PSUs awarded under the 2022 Equity Plan, respectively. The unrecognized compensation expense at ~~June~~September 30, 2022 is expected to be recognized over the remaining weighted average requisite service period of ~~2.01~~2.48 years.

A summary of the fair value of the Company’s stock options exercised, RSUs and PSUs vested under the 2022 Equity Plan during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 is presented below:

3738


		Fair Value of Options Exercised or RSUs Vested in the Six Months Ended June 30,			Fair Value of Options Exercised or RSUs Vested in the Nine Months Ended September 30,
		2022	2021		2022	2021
Non-performance-based stock options exercised	Non-performance-based stock options exercised	1,562	4,286	Non-performance-based stock options exercised	1,650	4,909
RSUs vested	RSUs vested	3,325	1,986	RSUs vested	2,503	2,318
PSUs vested	PSUs vested	2,270	—	PSUs vested	2,270	—

Veritex (Green) 2014 Plan

A summary of the status of the Company’s stock options under the Veritex (Green) 2014 Plan as of ~~June~~September 30, 2022 and 2021, and changes during the ~~six~~nine months then ended, is as follows:


		Veritex (Green) 2014 Plan							Veritex (Green) 2014 Plan
		Non-performance Based Stock Options							Non-performance Based Stock Options
		Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value			Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	352,000	$	19.99		0		Outstanding at January 1, 2021	352,000	$	19.99

Forfeited	Forfeited	(4,251)	21.38					Forfeited	(7,245)	21.38

Exercised	Exercised	(59,522)	19.50					Exercised	(64,017)	19.63
Outstanding at June 30, 2021		288,227	$	20.07	6.49
Options exercisable at June 30, 2021		217,031	$	18.89	6.05
Outstanding at September 30, 2021								Outstanding at September 30, 2021	280,738	$	20.03	6.19
Options exercisable at September 30, 2021								Options exercisable at September 30, 2021	212,536	$	18.84	5.74

Outstanding at January 1, 2022	Outstanding at January 1, 2022	217,804	$	19.62	6.13	$	4,424	Outstanding at January 1, 2022	217,804	$	19.62

Cancelled	Cancelled	(790)	21.59					Cancelled	(790)	21.59
Exercised	Exercised	(58,642)	19.21					Exercised	(58,642)	19.21
Outstanding at June 30, 2022		158,372	$	19.76	5.65	$	1,520
Options exercisable at June 30, 2022		149,646	$	19.11	5.52	$	1,518
Outstanding at September 30, 2022								Outstanding at September 30, 2022	158,372	$	19.76	5.42	$	1,552
Options exercisable at September 30, 2022								Options exercisable at September 30, 2022	149,646	$	19.11	5.29	$	1,548
Weighted average fair value of options granted during the period	Weighted average fair value of options granted during the period		$	—				Weighted average fair value of options granted during the period		$	—

As of ~~June~~September 30, 2022, December 31, 2021 and ~~June~~September 30, 2021, there was ~~$50,~~$25, $100, and ~~$349~~$225 of total unrecognized compensation expense related to options awarded under the Veritex (Green) 2014 Plan, respectively. The unrecognized compensation expense at ~~June~~September 30, 2022 is expected to be recognized over the remaining weighted average requisite service period of ~~0.51~~0.34 years.

3839

A summary of the status of the Company’s RSUs under the Veritex (Green) 2014 Plan as of ~~June~~September 30, 2022 and 2021 and changes during the ~~six~~nine months then ended, is as follows:


		RSUs				RSUs
		Units	Weighted Average Grant Date Fair Value			Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	156,187	$	22.64	Outstanding at January 1, 2021	156,187	$	22.64
Granted	Granted	5,692	26.12		Granted	5,692	26.12
Vested into shares	Vested into shares	(33,335)	21.38		Vested into shares	(33,335)	21.38
Forfeited	Forfeited	(3,119)	24.99		Forfeited	(5,760)	25.21
Outstanding at June 30, 2021		125,425	$	21.22
Outstanding at September 30, 2021					Outstanding at September 30, 2021	122,784	$	21.13

Outstanding at January 1, 2022	Outstanding at January 1, 2022	122,784	$	21.13	Outstanding at January 1, 2022	122,784	$	21.13
Granted	Granted	4,231	40.38		Granted	4,231	40.38
Vested into shares	Vested into shares	(32,931)	21.80		Vested into shares	(33,531)	21.80
Forfeited	Forfeited	(4,922)	29.13		Forfeited	(7,601)	29.13
Outstanding at June 30, 2022		89,162	$	21.35
Outstanding at September 30, 2022					Outstanding at September 30, 2022	85,883	$	21.11

A summary of the status of the Company’s PSUs under the Veritex (Green) 2014 Plan as of ~~June~~September 30, 2022 and 2021 and changes during the ~~six~~nine months then ended, is as follows:


		Veritex (Green) 2014 Plan				Veritex (Green) 2014 Plan
		Performance-Based				Performance-Based
		PSUs				PSUs
		Units	Weighted Average Grant Date Fair Value			Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	30,728	$	21.43	Outstanding at January 1, 2021	30,728	$	21.43
Granted	Granted	6,231	25.94		Granted	6,231	25.94

Forfeited	Forfeited	(1,060)	19.69		Forfeited	(1,060)	19.69
Outstanding at June 30, 2021		35,899	$	22.26
Outstanding at September 30, 2021					Outstanding at September 30, 2021	35,899	$	22.26

Outstanding at January 1, 2022	Outstanding at January 1, 2022	35,899	$	22.26	Outstanding at January 1, 2022	35,899	$	22.26
Granted	Granted	4,411	40.38		Granted	4,411	40.38
Incremental PSUs granted upon performance condition met	Incremental PSUs granted upon performance condition met	10,566	—		Incremental PSUs granted upon performance condition met	10,566	19.69
Vested into shares	Vested into shares	(31,703)	19.69		Vested into shares	(31,703)	19.69

Outstanding at June 30, 2022		19,173	$	29.26
Outstanding at September 30, 2022					Outstanding at September 30, 2022	19,173	$	29.26

As of ~~June~~September 30, 2022, December 31, 2021 and ~~June~~September 30, 2021, there was ~~$1,207,~~$1,024, $1,252, and ~~$2,005,~~$1,636, respectively, of total unrecognized compensation related to outstanding RSUs and PSUs awarded under the Veritex (Green) 2014 Plan to be recognized over a remaining weighted average requisite service period of ~~2.06~~1.80 years.

3940

A summary of the fair value of the Company’s stock options exercised and RSUs vested under the Veritex (Green) 2014 Plan during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 presented below:


		Fair Value of Options Exercised or RSUs Vested in the Six Months Ended June 30,					Fair Value of Options Exercised or RSUs Vested in the Nine Months Ended September 30,
		2022		2021			2022		2021
Non-performance-based stock options exercised	Non-performance-based stock options exercised	$	2,229	$	1,757	Non-performance-based stock options exercised	$	1,650	$	1,898
RSUs vested	RSUs vested	718		855		RSUs vested	700		713
PSU vested	PSU vested	624		—		PSU vested	624		—

Green 2010 Plan

In addition to the Veritex (Green) 2014 Plan discussed earlier in this Note, the Company assumed the Green Bancorp Inc. 2010 Stock Option Plan (“Green 2010 Plan”).

A summary of the status of the Company’s stock options under the Green 2010 Plan as of ~~June~~September 30, 2022 and 2021, and changes during the ~~six~~nine months then ended, is as follows:


		Green 2010 Plan							Green 2010 Plan
		Non-performance Based Stock Options							Non-performance Based Stock Options
		Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value			Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	131,083	$	11.60				Outstanding at January 1, 2021	131,083	$	11.60

Exercised	Exercised	(62,742)	10.51					Exercised	(62,742)	10.51
Outstanding at June 30, 2021		68,341	$	12.60	2.67 years
Outstanding at September 30, 2021								Outstanding at September 30, 2021	68,341	$	12.60	2.35 years

Outstanding at January 1, 2022	Outstanding at January 1, 2022	66,143	$	12.56				Outstanding at January 1, 2022	66,143	$	12.56

Cancelled								Cancelled	(21,235)	11.40
Exercised	Exercised	(1,746)	13.20					Exercised	(1,746)	13.20
Outstanding at June 30, 2022		64,397	$	12.55	1.70 years	$	1,076
Outstanding at September 30, 2022								Outstanding at September 30, 2022	43,162	$	13.11	2.30 years	$	706

A summary of the fair value of the Company’s stock options exercised under the Green 2010 Plan during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 presented below:

Fair Value of Options Exercised as of June 30,
2022 2021
Nonperformance-based stock options exercised 70 1,838


	Fair Value of Options Exercised as of September 30,
	2022	2021
Nonperformance-based stock options exercised	55	1,838

10. Income Taxes

Income tax expense for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was as follows:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2022			2021			2022			2021				2022			2021			2022			2021
Income tax expense for the period	Income tax expense for the period	$	8,079		$	7,837		$	16,181		$	16,830		Income tax expense for the period	$	12,248		$	9,195		$	28,429		$	26,025
Effective tax rate	Effective tax rate	21.4		%	21.0		%	20.4		%	21.6		%	Effective tax rate	22.0		%	20.0		%	21.1		%	21.0		%

For the three months ended ~~June~~September 30, 2022, the Company had an effective tax rate of ~~21.4%~~22.0% with no significant discrete tax items during the three months ended September 30, 2022 impacting the effective tax rate.

For the nine months ended September 30, 2022, the Company had an effective tax rate of 21.1%. The Company had a net discrete tax benefit of ~~$91 primarily~~$1,065 associated with the recognition an excess tax benefit realized on share-based payment awards during the ~~three~~nine months ended ~~June~~September 30, 2022. Excluding this discrete tax item, the Company had an effective tax rate of ~~21.7%~~21.9% for the nine months ended September 30, 2022.

For the three months ended ~~June~~September 30, ~~2022.~~

~~For the six months ended June 30, 2022,~~2021, the Company had an effective tax rate of ~~20.4%~~20.0%. The Company had a net discrete tax benefit of ~~$1,083 associated with the recognition~~$53 related to an excess tax benefit realized on share-based payment awards during the ~~six~~three months ended ~~June~~September 30, ~~2022.~~2021. Excluding this discrete tax item, the Company had an effective tax rate of ~~21.8%~~20.1% for ~~the six months ended June 30, 2022.~~

~~For~~ the three months ended ~~June~~September 30, 2021.

For the nine months ended September 30, 2021, the Company had an effective tax rate of 21.0%. The Company had a net discrete tax benefit of $115 related to an excess tax benefit realized on share-based payment awards during the three months ended June 30, 2021. Excluding this discrete tax item, the Company had an effective tax rate of 21.3% for the three months ended June 30, 2021.

~~For the six months ended June 30, 2021, the Company had an effective tax rate of 21.6%. The Company had a net discrete tax~~ expense of ~~$157.~~$104. This discrete tax expense related to a true-up of a deferred tax liability of $426 offset by ~~$269~~$322 of an excess tax benefit realized on share-based payment awards during ~~six~~nine months ended ~~June~~September 30, 2021. Excluding these discrete tax items, the Company had an effective tax rate of ~~21.4%~~20.9% for the ~~six~~nine months ended ~~June~~September 30, 2021.

11. Legal Contingencies

Litigation

The Company may from time to time be involved in legal actions arising from normal business activities. In the opinion of management, there are no claims for which it is reasonably possible that an adverse outcome would have a material effect on the Company's financial position, liquidity or results of operations. The Company is not aware of any material unasserted claims.

12. Capital Requirements and Restrictions on Retained Earnings

Under applicable U.S. banking laws, there are legal restrictions limiting the amount of dividends the Company can declare. Approval of the regulatory authorities is required if, among other things, the effect of the dividends declared would cause regulatory capital of the Company to fall below specified minimum levels.

The Company on a consolidated basis and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements triggers certain mandatory actions and may lead to additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (“PCA”), the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and PCA classification are also subject to qualitative judgments by the regulators about components of capital, risk weightings of assets, and other factors. In addition, an institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios, if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters.

Under the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 and implementing regulations of the federal banking agencies, certain banking organizations with less than $10 billion in total consolidated assets may elect to satisfy a single Community Bank Leverage Ratio (“CBLR”) of Tier 1 capital to average total consolidated assets in lieu of the generally applicable capital requirements of the capital rules implementing Basel III. Banks meeting all of the requirements under this framework are not required to report or calculate risk-based capital, and will be considered to have met the well-capitalized ratio requirements under PCA regulations. The Bank was eligible and elected to use the CBLR framework as of December 31, 2020; however, the Bank was no longer eligible to use the CBLR framework beginning as of June 30, 2021.

As a result of our no longer using the CBLR framework, we are subject to various quantitative measures established by regulation to ensure capital adequacy. These generally applicable capital requirements require a banking organization that does not operate under the CBLR framework to maintain minimum amounts and ratios (set forth in the table below) of total capital, Tier 1 capital, and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. The capital rules implementing Basel III also include a “capital conservation buffer” of 2.5% on top of each of the minimum risk-based capital ratios, and a banking organization with any risk-based capital ratio that meets or exceeds the minimum requirement but does not meet the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus

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payments based on the amount of the shortfall. Additionally, to be categorized as “well capitalized,” a bank that does not operate under the CBLR framework is required to maintain minimum total risk-based common equity Tier 1, Tier 1, and total capital ratios and Tier 1 leverage ratios as set forth in the table below.

As of ~~June~~September 30, 2022 and December 31, 2021, the Company’s and the Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized”. There are no conditions or events since ~~June~~September 30, 2022 that management believes have changed the Company’s category.

In the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provides banking organizations that adopt CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, the Company elected to utilize the five-year CECL transition. As a result, the effects of CECL on the Company’s and the Bank’s regulatory capital was delayed through the year 2021, with the effects phased-in over a three-year period from January 1, 2022 through December 31, 2024.

A comparison of the Company’s and Bank’s actual capital amounts and ratios to required capital amounts and ratios is presented in the following table:


		Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under PCA Provisions					Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under PCA Provisions
		Amount		Ratio		Amount		Ratio		Amount		Ratio			Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2022
As of September 30, 2022														As of September 30, 2022
Total capital (to risk-weighted assets “RWA”)	Total capital (to risk-weighted assets “RWA”)													Total capital (to risk-weighted assets “RWA”)
Company	Company	$	1,311,164	11.95	%	$	877,767	8.0	%	n/a		n/a		Company	$	1,354,690	11.68	%	$	927,870	8.0	%	n/a		n/a
Bank	Bank	1,292,821		11.78		877,977		8.0		$	1,097,471	10.0	%	Bank	1,331,963		11.49		927,389		8.0		$	1,159,237	10.0	%
Tier 1 capital (to RWA)	Tier 1 capital (to RWA)													Tier 1 capital (to RWA)
Company	Company	1,044,951		9.52		658,583		6.0		n/a		n/a		Company	1,084,444		9.35		695,900		6.0		n/a		n/a
Bank	Bank	1,224,304		11.16		658,228		6.0		877,637		8.0		Bank	1,259,609		10.87		695,276		6.0		927,035		8.0
Common equity tier 1 (to RWA)	Common equity tier 1 (to RWA)													Common equity tier 1 (to RWA)
Company	Company	1,015,393		9.25		493,975		4.5		n/a		n/a		Company	1,054,831		9.09		522,194		4.5		n/a		n/a
Bank	Bank	1,224,304		11.16		493,671		4.5		713,080		6.5		Bank	1,259,609		10.87		521,457		4.5		753,216		6.5
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)													Tier 1 capital (to average assets)
Company	Company	1,044,951		10.14		412,209		4.0		n/a		n/a		Company	1,084,444		9.79		443,082		4.0		n/a		n/a
Bank	Bank	1,224,304		11.89		411,877		4.0		514,846		5.0		Bank	1,259,609		11.38		442,745		4.0		553,431		5.0
As of December 31, 2021	As of December 31, 2021													As of December 31, 2021
Total capital (to RWA)	Total capital (to RWA)													Total capital (to RWA)
Company	Company	$	1,100,404	11.60	%	$	758,899	8.0	%	n/a		n/a		Company	$	1,100,404	11.60	%	$	758,899	8.0	%	n/a		n/a
Bank	Bank	1,053,871		11.11		758,863		8.0		$	948,579	10.0	%	Bank	1,053,871		11.11		758,863		8.0		$	948,579	10.0	%
Tier 1 capital (to RWA)	Tier 1 capital (to RWA)													Tier 1 capital (to RWA)
Company	Company	843,585		8.89		569,349		6.0		n/a		n/a		Company	843,585		8.89		569,349		6.0		n/a		n/a
Bank	Bank	994,351		10.48		569,285		6.0		759,047		8.0		Bank	994,351		10.48		569,285		6.0		759,047		8.0
Common equity tier 1 (to RWA)	Common equity tier 1 (to RWA)													Common equity tier 1 (to RWA)
Company	Company	814,138		8.58		426,995		4.5		n/a		n/a		Company	814,138		8.58		426,995		4.5		n/a		n/a
Bank	Bank	994,351		10.48		426,964		4.5		616,725		6.5		Bank	994,351		10.48		426,964		4.5		616,725		6.5
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)													Tier 1 capital (to average assets)
Company	Company	843,585		9.05		372,855		4.0		n/a		n/a		Company	843,585		9.05		372,855		4.0		n/a		n/a
Bank	Bank	994,351		10.69		372,068		4.0		465,085		5.0		Bank	994,351		10.69		372,068		4.0		465,085		5.0

~~Dividend Restrictions~~

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Dividend Restrictions

Dividends paid by the Bank are subject to certain restrictions imposed by regulatory agencies. Capital requirements further limit the amount of dividends that may be paid by the Bank. NoThe Bank paid $17,500 of dividends ~~were paid by the Bank~~ to the Holdco during the three and ~~six~~nine months ended ~~June~~September 30, 2022. No dividends were paid by the Bank to the Holdco during the three months ended ~~June~~September 30, 2021. Dividends of $8,440 were paid by the Bank to the Holdco during the ~~six~~nine months ended ~~June~~September 30, 2021.

Dividends of ~~$10,792,~~$10,791, or $0.20, and $9,906, or $0.20, per outstanding share ~~and $20,705, or $0.20 per outstanding share on~~of the ~~applicable record date,~~Company’s common stock were paid by the Company during the three ~~and six~~ months ended ~~June~~September 30, 2022 and 2021, respectively. Dividends of ~~$8,413,~~$31,496, or ~~$0.17~~$0.60, and $26,677, or $0.54, per outstanding share ~~and $16,771, or $0.34 per outstanding share on~~of the ~~applicable record date,~~Company’s common stock were paid by the Company during the ~~three and six~~ nine months ended ~~June~~September 30, 2022 and 2021, respectively.

The Bank is subject to limitations on dividend payouts if, among other things, it does not have a capital conservation buffer of 2.5% or more. The Bank had a capital conservation buffer of ~~3.78%~~3.35% as of ~~June~~September 30, 2022.

13. Business Combinations

NAC

On November 1, 2021, the Company completed its acquisition of NAC. Under this method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair values. The excess cost over fair value of net assets acquired is recorded as goodwill. As the consideration paid for NAC exceeded the provisional value of the net assets acquired, goodwill of $32,931 related to the acquisition was recorded. This goodwill resulted from the combination of expected operational synergies and increased market share in the fragmented USDA lending space. The goodwill will be deducted for tax purposes.

The acquisition makes the Bank a leading player in the USDA Business and Industry lending program. It furthered the Company’s strategy of diversifying revenue streams and providing meaningful gain on sale and loan servicing fees. The Company will leverage NAC’s loan sourcing technology to further enhance the Company’s products and services.

Consideration

Under the terms of the definitive agreement for the acquisition, the Bank paid $57,500 in cash to existing shareholders of NAC. Three years after the transaction, NAC has the right, subject to adjustment, to receive an additional $5,000 in cash subject to certain performance measures. NAC will continue to operate under its current name and brand and in its current office space, as a wholly owned subsidiary of the Bank.

Fair Value

The following table presents the amounts recorded on the consolidated balance sheets on the acquisition date of November 1, 2021, showing the estimated fair value as reported at December 31, 2021, the measurement period adjustments and the fair value determined to be final as of March 31, 2022.

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	Estimate at December 31, 2021		Measurement Period Adjustments		Final Fair Value
Assets acquired
Cash and cash equivalents	1,978		—		1,978
LHI	29,338		(681)		28,657
Servicing asset	13,913		—		13,913
Other assets	690		—		690
	45,919		(681)		45,238

Liabilities assumed
Accounts payable and other accrued expenses	16,350		—		16,350
	16,350		—		16,350

Fair value of net assets acquired	29,569		(681)		28,888
Consideration:
Cash paid	57,500		—		57,500
Contingent consideration	5,000		—		5,000
Total consideration	$	62,500	$	—	$	62,500
Goodwill	$	32,931	$	681	$	33,612

Acquisition-related Expenses

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred no pre-tax ~~merger and acquisition~~M&A expenses. For the year ended December 31, 2021, the Company incurred $826 of pre-tax merger and ~~acquisition expenses.~~M&A.

Acquired Loans and PCD Loans

Acquired loans were recorded at fair value based on a discounted cash flow valuation methodology that considers, among other things, projected default rates, loss given defaults and recovery rates. No ACL was carried over from NAC. The Bank did not identify any acquired PCD loans.

The following table discloses the fair value and contractual value of loans acquired from NAC on November 1, 2021:


	Total acquired loans
Commercial	$	26,519
CRE	2,138
Total fair value	$	28,657
Contractual principal balance	$	29,338

Supplemental Pro Forma Information (unaudited)

The following table presents supplemental pro forma information for the years ended December 31, 2020 and 2019 as if the NAC acquisition was completed as of January 1, 2019. The pro forma results combine the historical results of NAC into the Company's consolidated statements of income, including the impact of certain purchase accounting adjustments, including loan discount accretion. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2019:

4445


	Year Ended December 31,
	2020		2019
Net interest income	$	267,331	$	286,313
Net income	84,368		93,939

Basic EPS	$	1.69	$	1.77
Diluted EPS	1.69		1.74

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Item 2. Management’s Discussion and Analysis of 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 our consolidated financial statements and notes thereto appearing in Item 1 of Part I of this Quarterly Report on Form 10-Q (this “Report”) as well as with our consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2021. Except where the content otherwise requires or when otherwise indicated, the terms “Veritex,” the “Company,” “we,” “us,” “our,” and “our business” refer to the combined entities of Veritex Holdings, Inc. and its subsidiaries, including Veritex Community Bank.

This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Special Cautionary Notice Regarding Forward-Looking Statements,” may cause actual results to differ materially from the projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements. For additional information concerning forward-looking statements, please read “Special Cautionary Notice Regarding Forward-Looking Statements” below.

Overview

We are a Texas state banking organization with corporate offices in Dallas, Texas. Through our wholly owned subsidiary, Veritex Community Bank, a Texas state-chartered bank, we provide relationship-driven commercial banking products and services tailored to meet the needs of small to medium-sized businesses and professionals. Beginning at our operational inception in 2010, we initially targeted customers and focused our acquisitions primarily in the Dallas metropolitan area, which we consider to be Dallas and the adjacent communities in North Dallas. Our current primary markets now includes the broader Dallas-Fort Worth metroplex and the Houston metropolitan area. As we continue to grow, we may expand to other metropolitan banking markets in Texas.

Our business is conducted through one reportable segment, community banking, which generates the majority of our revenues from interest income on loans, customer service and loan fees, gains on sale of government guaranteed loans and mortgage loans and interest income from securities. We incur interest expense on deposits and other borrowed funds and noninterest expense, such as salaries, employee benefits and occupancy expenses. We analyze our ability to maximize income generated from interest earning assets and expense of our liabilities through net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings, which are used to fund those assets.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, and interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Texas and, specifically, in the Dallas-Fort Worth metroplex and Houston metropolitan area, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and energy sectors within our target markets and throughout the state of Texas.

Recent Developments

COVID-19 Effects ~~Actions~~ and ~~Recent Developments~~Actions

~~Overview.~~ Our business has been, and continues to be, impacted by the ~~outbreak of COVID-19. In March 2020, COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the President~~effects of the ~~United States. Efforts to limit the spread of~~ COVID-19 have included quarantines/shelter-in-place orders, the closure or limiting capacity of businesses, travel restrictions, supply chain limitations and prohibitions on public gatherings, among other things, throughout many parts of the United States and, in particular, the markets in which we operate. As the current pandemic is ongoing and dynamic in nature, there arepandemic. There remains many uncertainties related to COVID-19 including, among other things, ~~its severity;~~ the ~~duration of the outbreak; the~~ongoing impact to our customers, employees and vendors; the impact to the financial services and

banking industry; and the impact to the economy as a whole as well as the effect of actions taken, or that may yet be taken, or inaction by governmental authorities to ~~contain~~mitigate both the ~~outbreak or to mitigate its impact (both~~ economic and ~~health-related). COVID-19 has negatively affected, and is expected~~health-related effects of COVID-19. Refer to ~~continue to affect,~~ our ~~business, financial position and operating results. In light~~2021 Form 10-K for further information regarding (i) the impact of the ~~uncertainties and continuing developments discussed herein, the ultimate adverse impact of~~ COVID-19 ~~cannot be reliably estimated at this time, but it has been and is expected to continue to be material. The longer-term potential impact~~pandemic on our ~~business could depend to a large extent on future developments~~operations and actions taken by authorities and other entities to contain COVID-19 and its economic impact. Furthermore, the sustainability of the economic recovery observed in 2021 remains unclear and significant volatility could continue for a prolonged period as the potential exists for additional variants of COVID-19, including the recent Omicron variant, to impede the global economic recovery and exacerbate geographic differences in the spread of, and response to, COVID-19.

~~Impact on~~ our ~~Operations~~. In 2020, the State of Texas and many other jurisdictions declared health emergencies. The resulting closures and/or limited operations of non-essential businesses and related economic disruption impacted our operationsresults thereof, as well as the ~~operations of~~impact on our ~~customers. Financial services were identified as a Critical Infrastructure Sector by the Department of Homeland Security. Accordingly, our business remained open~~financial position and ~~we implemented our Business Continuity~~(ii) legislative and ~~Health Emergency Response plans~~regulatory actions taken related to address the issues arising as a result of COVID-19 and to facilitate the continued delivery of essential services while maintaining a high level of safety for our customers as well as our employees. Nonetheless, as the COVID-19 pandemic, ~~continues to be on-going, there continues to be uncertainties related to its magnitude, duration and persistent effects. This is~~ particularly ~~the case with the emergence, contagiousness and threat of new and different strains of the virus~~ as well as the availability, acceptance and effectiveness of vaccines. As such, the COVID-19 pandemic could still, among other things, greatly affect our routine and essential operations due to staff absenteeism, particularly among key personnel; result in limited access to or closures of our branch facilities and other physical offices; exacerbate operational, technical or security-related risks arising from a remote workforce; and result in adverse government or regulatory agency orders. Additionally, we are experiencing an increasingly competitive labor market due to an on-going labor shortage which has impacted and could continue to impact our ability to staff open positions and/or retain existing employees and has resulted in and could continue to result in an increase in our staffing costs. The business and operations of our third-party service providers, many of whom perform critical services for our business, could also be significantly impacted by many of these same issues, which in turn could impact us. As a result, we continue to be unable to fully assess or predict the extent of the effects of COVID-19 on our operations as the ultimate impact will depend on factors that are currently unknown and/or beyond our control.

~~Impact on our Financial Position and Results of Operations.~~ ~~Our financial position and results of operations are particularly susceptible~~they relate to the ~~ability of our loan customers to meet loan obligations, the availability of our workforce, the availability of our vendors~~banking and the decline in the value of assets held by us. While its effects continue to be on-going, the COVID-19 pandemic resulted in a significant decrease in commercial activity throughout the State of Texas as well as nationally. This decrease in commercial activity caused and, in light of new and different strains of the virus, may yet further cause our customers (including affected businesses and individuals), vendors and counterparties to be unable to meet existing payment or other obligations to us. The national public health crisis arising from the COVID-19 pandemic (and public expectations about it), combined with other factors, including, but not limited to, inflation, labor shortages, supply chain disruption and further oil price volatility, could, despite improvements in 2021, again destabilize the financial markets and geographies in which we operate. The resulting economic pressure on consumers and uncertainty regarding the sustainability of any economic improvements could further impact the creditworthiness of potential and current borrowers. Borrower loan defaults that adversely affect our earnings correlate with deteriorating economic conditions, which, in turn, are likely to impact our borrowers’ creditworthiness and our ability to make loans. See further information related to the risk exposure of our loan portfolio under the sections captioned “Loans” and “Allowance for Credit Losses” elsewhere in this discussion.

In addition, the economic pressures and uncertainties arising from the COVID-19 pandemic have resulted in and may continue to result in specific changes in consumer and business spending and borrowing and saving habits, affecting the demand for loans and other products and services we offer. Consumers affected by COVID-19 may continue to demonstrate changed behavior even after the crisis is over. For example, consumers may decrease discretionary spending on a permanent or long-term basis and certain industries may take longer to recover (particularly those that rely on travel or large gatherings) as consumers may be hesitant to return to full social interaction. We lend to customers operating in such industries including energy, hotels/lodging, restaurants, entertainment and CRE, among others, that have been significantly impacted by COVID-19 and we are continuing to monitor these customers closely. Additionally, the temporary closures of bank branches in 2020 and the safety precautions implemented at re-opened branches could result in consumers becoming more comfortable with technology and devaluing face-to-face interaction. Our business is relationship driven and such changes could necessitate changes to our business practices to accommodate changing consumer behaviors.industry.

~~Legislative and Regulatory Actions.~~ Actions taken by the federal government and the Federal Reserve and other bank regulatory agencies to mitigate the economic effects of COVID-19 have impacted our financial position and results of operations. These actions are further discussed below.

~~During 2020, in an effort to provide monetary stimulus to counteract the economic disruption caused by COVID-19, the Federal Reserve:~~

~~• Expanded reverse repo operations, adding liquidity to the banking system.~~

~~• Restarted quantitative easing.~~

~~• Lowered the interest rate at the discount window by 1.5% to 0.25%.~~

~~• Reduced reserve requirement ratios to zero percent.~~

~~• Encouraged banks to use their capital and liquidity buffers to lend.~~

~~• Introduced and expanded several new temporary programs to help preserve market liquidity.~~

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted. The CARES Act contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic, including the Paycheck Protection Program (“PPP”), a loan program administered by the U.S. Small Business Administration (“SBA”). Under the PPP, small businesses, sole proprietorship’s, independent contractors and self-employed individuals were eligible to apply for forgivable loans from existing SBA lenders and other approved lenders that enrolled in the program, subject to numerous limitations and eligibility criteria. Subsequent legislation, including as noted below, allocated additional funding to the PPP. The Consolidated Appropriations Act, 2021, enacted on December 27, 2020, provided additional funding for the PPP and allowed eligible borrowers, including certain borrowers who already received a PPP loan, to apply for PPP loans through March 31, 2021. The SBA began accepting PPP applications under the Consolidated Appropriations Act, 2021 on January 13, 2021. The American Rescue Plan Act of 2021, enacted on March 11, 2021, expanded the eligibility criteria for PPP loans and revised the exclusions from payroll costs for purposes of loan forgiveness. The PPP Extension Act of 2021, enacted on March 30, 2021, extended the PPP through May 31, 2021.

Banks and bank holding companies have been particularly impacted by the COVID-19 pandemic as a result of disruption and volatility in the global capital markets. We are closely monitoring the potential for new laws and regulations impacting lending and funding practices as well as capital and liquidity standards. Such changes could require us to maintain significantly more capital, with common equity as a more predominant component, or manage the composition of our assets and liabilities to comply with formulaic liquidity requirements.

~~Veritex Response.~~ We have taken deliberate actions to ensure that we have the balance sheet strength to serve our clients and communities during the COVID-19 pandemic, including increasing our liquidity and reserves supported by a strong capital position. In order to protect the health of our customers and employees, and to comply with applicable governmental directives, we implemented our operational response and preparedness plan, which includes, among other things, dispersion of critical operation processes, increased monitoring focused on higher risk operations, enhanced remote access security and further restricted internet access, enhanced security around wire transfer execution and flexible scheduling provided to employees who are unable to work from home.

Beginning in early April 2020, we began processing loan applications under the PPP, and in January 2021 we began processing applications under the latest round of the PPP. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. If a loan is fully forgiven, the SBA will repay the lending bank in full. If a loan is partially forgiven or not forgiven at all, a bank must look to the borrower for repayment of unforgiven principal and interest. If the borrower defaults, the loan is guaranteed by the SBA. In order to obtain loan forgiveness, a PPP borrower must submit a forgiveness application. The SBA began approving forgiveness applications on October 2, 2020.

Uncertainties in certain future economic conditions exist, and we have taken deliberate actions in response to these uncertainties, including increased levels of on balance sheet liquidity and increased capital ratio levels. We continue to monitor the impact of COVID-19 closely, as well as any effects that may result from the CARES Act and the subsequent legislation enacted in connection with the COVID-19 pandemic, as discussed above; however, the extent to which the COVID-19 pandemic will impact our operations and financial results is highly uncertain.

~~Capital and liquidity~~

As of June 30, 2022, all of our and the Bank’s capital ratios were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios could be adversely impacted by further credit losses. We rely on cash on hand as well as dividends from the Bank to service our debt. If our capital deteriorates such that the Bank is unable to pay dividends to us for an extended period of time, we may not be able to service our debt.

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

~~Asset valuation~~

Currently, we do not expect the COVID-19 pandemic to affect our ability to account timely for the assets on our balance sheet; however, this could change in future periods. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, we do not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.

~~Credit~~

While all industries experienced adverse impacts as a result of COVID-19 virus, we had no material exposure to loan categories that management considered to be "at-risk" of significant impact as of June 30, 2022.

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

Economic Conditions

The economic conditions and growth prospects for our markets, even against the headwinds of inflation and recessionary concerns, continue to reflect a solid and positive overall outlook with economic activity close to pre-pandemic levels. Increasing interest rates and rising building costs have caused some slowing of the highly robust single family housing market, however there continues to be a shortage of housing in several Texas markets. Worker shortages especially in the restaurant, hospitality and retail industries combined with supply chain disruptions impacting numerous industries and inflationary conditions has had some impact on the level of economic growth. Ongoing higher inflation levels and higher interest rates could have a negative impact on both our consumer and commercial borrowers. Overall, Texas continues to experience economic growth due to company relocations and expansions combined with overall population growth.

Results of Operations for the Three Months Ended ~~June~~September 30, 2022 and 2021

General

Net income for the three months ended ~~June~~September 30, 2022 was ~~$29.6~~$43.3 million, an increase of ~~$170 thousand,~~$6.5 million, or ~~0.6%~~17.6%, from net income of ~~$29.5~~$36.8 million for the three months ended ~~June~~September 30, 2021.

Basic EPS was ~~$0.55~~$0.80 and ~~$0.60~~$0.75 for the three months ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, respectively. Diluted EPS for the three months ended ~~June~~September 30, 2022 was ~~$0.54, a decrease~~$0.79, an increase of ~~$0.05~~$0.06 from ~~$0.59~~$0.73 for the three months ended ~~June~~September 30, 2021.

Net Interest Income

For the three months ended ~~June~~September 30, 2022, net interest income totaled ~~$84.5~~$101.0 million and net interest margin and net interest spread were ~~3.42%~~3.77% and ~~3.21%~~3.32%, respectively. For the three months ended ~~June~~September 30, 2021, net interest income totaled ~~$67.1~~$71.3 million and net interest margin and net interest spread were ~~3.11%~~3.26% and ~~2.90%~~3.05%, respectively. The increase in net interest income was primarily due to an increase in interest income of ~~$14.4~~$38.1 million on loans and an increase of ~~$2.1~~$2.8 million on debt securities; offset by an increase in interest expense of ~~$2.2~~$11.3 million in interest-bearing demand and savings deposits, a ~~$995 thousand decrease in advances from FHLB, a~~ ~~$958 thousand decrease~~$2.0 million increase in certificates and other time deposits, and a $695 thousand increase in advances from FHLB ~~$417~~

~~thousand decrease in interest expense on subordinated debentures and subordinated debt,~~ during the three months ended ~~June~~September 30, 2022 compared to the three months ended ~~June~~September 30, 2021. Net interest margin increased 3151 bps to ~~3.42%~~3.77% from ~~3.11%~~3.26% for the three months ended ~~June~~September 30, 2022 compared to the three months ended ~~June~~September 30, 2021, primarily due to an increase in average balances and yields ~~earned~~ on ~~warehouse~~ loans, partially offset by ~~decreases~~an increase in ~~the average rate paid on certificate and other time deposits, advances from FHLB and other borrowings in~~funding costs during the three months ended ~~June~~September 30, 2022. As a result, the average cost of interest-bearing deposits increased to ~~0.43%~~1.15% for the three months ended ~~June~~September 30, 2022 from ~~0.35%~~0.30% for the three months ended ~~June~~September 30, 2021.

For the three months ended ~~June~~September 30, 2022, interest expense totaled ~~$9.1~~$22.2 million and the average rate paid on interest-bearing liabilities was ~~0.58%~~1.27%. For the three months ended ~~June~~September 30, 2021, interest expense totaled ~~$9.1~~$8.5 million and the average rate paid on interest-bearing liabilities was ~~0.63%~~0.59%. The year-over-year ~~decrease~~increase was primarily due to ~~decreases~~increases in the average rates paid on interest-bearing demand and savings deposits, certificates and other time deposits ~~changes~~driven by increases in ~~mix of FHLB advances, and other borrowings.~~Fed Fund Rates.

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The table also sets forth the average rates earned on interest-earning assets, the average rates paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as nonaccrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the three months ended ~~June~~September 30, 2022 and 2021, interest income not recognized on nonaccrual loans was ~~$589~~$434 thousand and ~~$255~~$674 thousand, respectively. Any nonaccrual loans have been included in the table as loans carrying a zero yield.

5048


		For the Three Months Ended June 30,													For the Three Months Ended September 30,
		2022						2021							2022						2021
				Interest						Interest							Interest						Interest
		Average		Earned/		Average		Average		Earned/		Average			Average		Earned/		Average		Average		Earned/		Average
		Outstanding		Interest		Yield/		Outstanding		Interest		Yield/			Outstanding		Interest		Yield/		Outstanding		Interest		Yield/
		Balance		Paid		Rate		Balance		Paid		Rate			Balance		Paid		Rate		Balance		Paid		Rate
		(Dollars in thousands)													(Dollars in thousands)
Assets	Assets													Assets
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Loans(1)	Loans(1)	$	7,547,564	$	78,234	4.16	%	$	6,108,527	$	63,427	4.16	%	Loans(1)	$	8,277,762	$	104,543	5.01	%	$	6,384,856	$	66,911	4.16	%
LHI, MW	LHI, MW	479,187		3,929		3.29		455,334		3,476		3.06		LHI, MW	448,556		4,649		4.11		465,945		3,697		3.15
PPP loans	PPP loans	11,402		28		1.00		364,020		911		1.00		PPP loans	2,775		7		1.00		210,092		531		1.00
Debt Securities	Debt Securities	1,318,502		9,632		2.93		1,095,678		7,529		2.76		Debt Securities	1,362,365		10,462		3.05		1,119,952		7,613		2.70
Interest-earning deposits in other banks	Interest-earning deposits in other banks	369,847		714		0.77		548,087		167		0.12		Interest-earning deposits in other banks	346,296		1,898		2.17		336,289		130		0.15
Equity securities and other investments	Equity securities and other investments	167,327		1,057		2.53		87,413		672		3.08		Equity securities and other investments	203,528		1,666		3.25		167,242		898		2.13
Total interest-earning assets	Total interest-earning assets	9,893,829		93,594		3.79		8,659,059		76,182		3.53		Total interest-earning assets	10,641,282		123,225		4.59		8,684,376		79,780		3.64
ACL	ACL	(74,268)						(105,050)						ACL	(81,888)						(99,482)
Noninterest-earning assets	Noninterest-earning assets	892,102						767,270						Noninterest-earning assets	901,463						800,576
Total assets	Total assets	$	10,711,663					$	9,321,279					Total assets	$	11,460,857					$	9,385,470

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity													Liabilities and Stockholders’ Equity
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Interest-bearing demand and savings deposits	Interest-bearing demand and savings deposits	$	3,770,098	$	4,094	0.44	%	$	3,191,405	$	1,661	0.21	%	Interest-bearing demand and savings deposits	$	4,164,164	$	12,897	1.23	%	$	3,201,409	$	1,588	0.20	%
Certificates and other time deposits	Certificates and other time deposits	1,459,690		1,465		0.40		1,515,092		2,423		0.64		Certificates and other time deposits	1,656,347		3,919		0.94		1,519,824		1,934		0.50
Advances from FHLB	Advances from FHLB	828,769		834		0.40		777,655		1,829		0.94		Advances from FHLB	904,065		2,543		1.12		777,617		1,848		0.94
Subordinated debentures and subordinated debt	Subordinated debentures and subordinated debt	232,043		2,721		4.70		264,931		3,138		4.75		Subordinated debentures and subordinated debt	231,012		2,826		4.85		264,714		3,134		4.70
Total interest-bearing liabilities	Total interest-bearing liabilities	6,290,600		9,114		0.58		5,749,083		9,051		0.63		Total interest-bearing liabilities	6,955,588		22,185		1.27		5,763,564		8,504		0.59

Noninterest-bearing liabilities:	Noninterest-bearing liabilities:													Noninterest-bearing liabilities:
Noninterest-bearing deposits	Noninterest-bearing deposits	2,870,692						2,266,470						Noninterest-bearing deposits	2,925,462						2,271,197
Other liabilities	Other liabilities	102,994						51,355						Other liabilities	125,991						60,181
Total liabilities	Total liabilities	9,264,286						8,066,908						Total liabilities	10,007,041						8,094,942
Stockholders’ equity	Stockholders’ equity	1,447,377						1,254,371						Stockholders’ equity	1,453,816						1,290,528
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	10,711,663						$	9,321,279					Total liabilities and stockholders’ equity	11,460,857						$	9,385,470
Net interest rate spread(2)	Net interest rate spread(2)					3.21	%					2.90	%	Net interest rate spread(2)					3.32	%					3.05	%
Net interest income	Net interest income			$	84,480					$	67,131			Net interest income			$	101,040					$	71,276
Net interest margin(3)	Net interest margin(3)					3.42	%					3.11	%	Net interest margin(3)					3.77	%					3.26	%

(1) Includes average outstanding balances of loans held for sale of ~~$12,112~~$14,023 and ~~$14,364~~$8,542 for the three months ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, respectively, and average balances of LHI, excluding MW and PPP loans.

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

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

5149

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


		For the Three Months Ended June 30,							For the Three Months Ended September 30,
		2022 vs. 2021							2022 vs. 2021
		Increase (Decrease)							Increase (Decrease)

		Due to Change in							Due to Change in
		Volume		Rate		Total			Volume		Rate		Total
		(In thousands)							(In thousands)
Interest-earning assets:	Interest-earning assets:							Interest-earning assets:
Loans	Loans	$	14,942	$	(135)	$	14,807	Loans	$	19,837	$	17,795	$	37,632
LHI, MW	LHI, MW	182		271		453		LHI, MW	(138)		1,090		952
PPP loans	PPP loans	(883)		—		(883)		PPP loans	(524)		—		(524)
Debt Securities	Debt Securities	1,533		570		2,103		Debt Securities	1,650		1,199		2,849
Equity securities and other investments	Equity securities and other investments	(53)		600		547		Equity securities and other investments	4		1,764		1,768
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	614		(229)		385		Interest-bearing deposits in other banks	195		573		768
Total increase in interest income	Total increase in interest income	16,335		1,077		17,412		Total increase in interest income	21,024		22,421		43,445
Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest-bearing demand and savings deposits	Interest-bearing demand and savings deposits	301		2,132		2,433		Interest-bearing demand and savings deposits	478		10,831		11,309
Certificates and other time deposits	Certificates and other time deposits	(89)		(869)		(958)		Certificates and other time deposits	174		1,811		1,985
Advances from FHLB	Advances from FHLB	120		(1,115)		(995)		Advances from FHLB	301		394		695
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes	(390)		(27)		(417)		Subordinated debentures and subordinated notes	(399)		91		(308)
Total (decrease) increase in interest expense		(58)		121		63
Total increase in interest expense								Total increase in interest expense	554		13,127		13,681
Increase in net interest income	Increase in net interest income	$	16,393	$	956	$	17,349	Increase in net interest income	$	20,470	$	9,294	$	29,764

Provision for Credit Losses

Our provision for credit losses is a charge to income in order to bring our ACL to a level deemed appropriate by management. We recorded a provision for credit losses of $~~9.0~~6.7 million for the three months ended ~~June~~September 30, 2022, compared to no provision ~~or benefit~~ for the same period in 2021. The increase was primarily attributable to ~~an increase~~updated views on the downside risks to the Texas economic forecast and loan growth, partially offset by charge-offs and a decrease in ~~general reserves as a result of loan growth.~~ nonperforming loans. For the three months ended ~~June~~September 30, 2022, we also ~~recorded zero~~recorded $850 thousand provision for unfunded commitments, which was attributable to ~~higher~~changes in Texas economic forecasts and loan growth, compared to a $448 thousand benefit for unfunded ~~balances.~~commitments for the three months ended September 30, 2021.

5250

Noninterest Income

Our primary sources of recurring noninterest income are service charges and fees on deposit accounts, loan fees, ~~gains~~loss on sales of investment securities, gain on the sale of mortgage loans, government guaranteed loan income, net, equity method investment income, net, customer swap income, and other income. Noninterest income does not include loan origination fees, which are generally recognized over the life of the related loan as an adjustment to yield using the interest method.

The following table presents, for the periods indicated, the major categories of noninterest income:


		For the								For the
		Three Months Ended June 30,					Increase			Three Months Ended September 30,				Increase
		2022		2021			(Decrease)			2022		2021		(Decrease)
		(In thousands)				(In thousands)
Noninterest income:	Noninterest income:								Noninterest income:
Service charges and fees on deposit accounts	Service charges and fees on deposit accounts	$	5,039	$	3,847		$	1,192	Service charges and fees on deposit accounts	$	5,217	$	4,484	$	733
Loan fees	Loan fees	2,385		1,823			562		Loan fees	2,786		1,746		1,040

Loss on sales of investment securities									Loss on sales of investment securities	—		(188)		188
Gain on sales of mortgage loans held for investment	Gain on sales of mortgage loans held for investment	223		385			(162)		Gain on sales of mortgage loans held for investment	16		407		(391)
Government guaranteed loan income, net	Government guaranteed loan income, net	789		3,448			(2,659)		Government guaranteed loan income, net	572		2,341		(1,769)

Equity method investment income	Equity method investment income	966		—			966		Equity method investment income	(1,058)		4,522		(5,580)
Customer swap income									Customer swap income	3,358		1,093		2,265
Other	Other	976		2,953			(1,977)		Other	2,130		1,222		908
Total noninterest income	Total noninterest income	$	10,378	$	12,456		$	(2,078)	Total noninterest income	$	13,021	$	15,627	$	(2,606)

Noninterest income for the three months ended ~~June~~September 30, 2022 decreased ~~$2.1~~$2.6 million, or 16.7%, to ~~$10.4~~$13.0 million compared to noninterest income of ~~$12.5~~$15.6 million for the same period in 2021. The primary drivers of the decrease ~~was as follows:~~

~~Service~~in noninterest income are equity method investment income and government guaranteed loan income, net; offset by increases in customer swap income, loan fees, other noninterest income, and service charges and fees on deposit accounts.

Loan Fees. We earn ~~service charges~~certain fees in connection with funding and servicing loans. The increase of $1.0 million, or 59.6%, in loan fees ~~from our customers for deposit-related activities. The income from these deposit activities constitutes~~is primarily attributable to a ~~significant~~$780 thousand increase in syndication and ~~predictable component~~arrangement fees, and a $281 thousand increase in letter of ~~our noninterest income. Service charges and~~credit fees ~~on deposit accounts were $5.0 million~~ during the three months ended ~~June~~September 30, 2022, ~~an increase of $1.2 million or 31.0%, over~~compared to the same period in 2021. ~~This increase was primarily due to increases in analysis charges of $506 thousand, ATM and debit card fees of $358 thousand, and other fee income of $284 thousand.~~

Government guaranteed loan income, net. Government guaranteed loan income, net, includes income related to the sales of government guaranteed loans. The decrease in government guaranteed loan income, net, of ~~$2.7~~$1.8 million, or ~~77.1%~~75.6%, was primarily due to the decrease of $1.0 million resulting from decreases in ~~fees earned on~~the fair value of government guaranteed loans, including held for sale loans and PPP loans ~~for~~carried at fair value and the ~~three months ended June 30, 2021 with no corresponding PPP loan originations during the three months ended June 30, 2022. Also, a~~ decrease of ~~$768~~$677 thousand on the gain on sale of SBA and U.S. Department of Agriculture (“USDA”) loans ~~as well as~~compared to the three months ended September 30, 2021.

Equity method investment income. Equity method investment income is comprised of income earned on equity method investments, specifically our investment in Thrive Mortgage, LLC (“Thrive”), of which the Bank holds a ~~decrease of $967 thousand in loan valuations~~49% interest. The income from this investment decreased by $5.6 million during the three months ended ~~June~~September 30, 2022, compared to income from this investment of $4.5 million during the three months ended September 30, 2021. During the third quarter of 2021, Thrive’s PPP loan, originated and serviced by another bank, was 100% forgiven by the SBA. As a result of our 49% investment in Thrive, $1.9 million of the $4.5 million represents our portion of the PPP loan forgiveness. Excluding, the PPP loan forgiveness, the decrease in equity method investment income is due to increases by a high interest rate environment.

Customer swap income. The increase in customer swap income of $2.3 million, or 207.2%, was primarily due to the increase in trade executions during the three months ended September 30, 2022, compared to the same period in 2021.

Other. ~~Other includes~~The increase in other noninterest income ~~from fees. The decrease in other~~ of ~~$2.0 million~~$908 thousand, or ~~66.9%~~74.3%, was primarily due to ~~the decrease~~an increase of ~~$1.9 million~~$821 thousand in servicing ~~asset fees~~fee income during the three months ended ~~June~~September 30, 2022, compared to the same period in 2021.

5351

~~Noninterest Expense~~

Noninterest expense is composed of all employee expenses and costs associated with operating our facilities, acquiring and retaining customer relationships and providing bank services. The major component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as occupancy expenses, depreciation and amortization of office equipment, professional fees and regulatory fees, data processing and software expenses, marketing expenses and amortization of intangibles.

~~The following table presents, for the periods indicated, the major categories of noninterest expense:~~
For the Three Months Ended June 30, Increase (Decrease)
2022 2021
(In thousands)
Salaries and employee benefits $ 26,924 $ 23,451 $ 3,473
Occupancy and equipment 4,496 4,233 263
Professional and regulatory fees 2,865 3,086 (221)
Data processing and software expense 3,386 2,536 850
Marketing 2,306 1,841 465
Amortization of intangibles 2,495 2,517 (22)
Telephone and communications 352 337 15
Merger and acquisition expense 295 — 295
Other 5,034 3,716 1,318
Total noninterest expense $ 48,153 $ 41,717 $ 6,436

~~Noninterest expense for the~~ ~~three months ended June 30, 2022~~ ~~increased $6.4 million, or 15.4%, to $48.2 million compared to noninterest expense of $41.7 million for the~~ ~~three months ended June 30, 2021. The most significant components of the increase were as follows:~~

~~Salaries and employee benefits.~~ Salaries and employee benefits include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. These expenses are impacted by the amount of direct loan origination costs, which are required to be deferred in accordance with ASC 310-20. Salaries and employee benefits were ~~$26.9 million~~ ~~for the three months ended June 30, 2022, an increase of~~ ~~$3.5 million~~, or 14.8%, compared to the same period in 2021. The increase was primarily attributable to a (i) $3.1 million increase in salaries resulting from continued investment in talent, (ii) $1.6 million increase in stock-based compensation resulting from the vesting of February 1, 2019 performance restricted stock unit awards which vested at 150% due the Company’s performance (as defined by the equity awards), (iii) $563 thousand increase in employee benefit expenses and (iv) $200 thousand increase in FICA taxes.

~~Other.~~ ~~Other noninterest expenses had an increase of $1.3 million, or 35.5%, to $5.0 million for the~~ three months ended June 30, 2022 compared to the same period in 2021. The increase was primarily due to an increase of $763 thousand in loan and collection expenses, and an increase of $752 thousand in miscellaneous expenses.

~~Income Tax Expense~~

Income tax expense is a function of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities reflect current statutory income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022, we did not believe a valuation allowance was necessary.

~~For the~~ ~~three months ended June 30, 2022, income tax expense totaled $8.1 million, an increase of $242 thousand, compared to an income tax expense of $7.8 million for the same period in 2021. For the~~ ~~three months ended June 30, 2022, we had an effective tax rate of 21.4%.~~

~~Results of Operations for the Six Months Ended June 30, 2022 and 2021~~

~~General~~

~~Net income for the six months ended June 30, 2022 was $63.1 million, an increase of $1.9 million, or 3.0%, from net income of $61.2 million for the six months ended June 30, 2021.~~

Basic EPS for the six months ended June 30, 2022 was $1.21, a decrease of $0.03 from $1.24 for the six months ended June 30, 2021. Diluted EPS for the six months ended June 30, 2022 was $1.19, a decrease of $0.03 from $1.22 for the six months ended June 30, 2021.

~~Net Interest Income~~

For the six months ended June 30, 2022, net interest income before provisions for credit losses totaled $157.5 million and net interest margin and net interest spread were 3.32% and 3.13%, respectively. For the six months ended June 30, 2021, net interest income totaled $132.8 million and net interest margin and net interest spread were 3.16% and 2.94%~~, respectively. The increase in net interest income of~~ ~~$24.7 million~~ ~~was~~ ~~primarily due to an increase of $18.4 million~~ ~~in interest income on loans and a $2.4 million increase in interest income on debt securities, partially offset by interest expense on transaction and savings deposits which increased~~ $2.2 million, interest expense on certificates and other time deposits decreased $2.6 million , and a $1.3 million decrease in interest expense on FHLB advances due to a change in mix during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase in interest income on loans was due to higher loan yields. The~~$400 thousand decrease in interest expense on deposit accounts was due to a change in deposit mix. Net interest margin increased 16 basis points from the~~ six months ended June 30, 2021 primarily due to an increase in the yields on loan balances, partially offset by decreases in the average rate paid on interest-bearing liabilities due to a favorable shift in deposit and borrowing mix during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. As a result, the average cost of interest-bearing deposits decreased 6 basis points to 0.34% for the six months ended June 30, 2022 from 0.40% for the six months ended June 30, 2021.

For the six months ended June 30, 2022, interest expense totaled $16.5 million and the average rate paid on interest-bearing liabilities was 0.54%. For the six months ended June 30, 2021, interest expense totaled $19.0 million and the average ~~rate paid on interest-bearing liabilities was~~ ~~0.68%. The decrease of $2.5 millionin interest expense was primarily due to a favorable shift in the deposit and borrowing mix with a~~ ~~$2.6 million decrease in the average rate paid on time deposits, a $2.1 million decrease in interest paid on borrowings and partially offset by a $2.2 million~~ ~~increase~~ ~~in the average rate paid on interest-bearing demand and savings deposits.~~

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest–bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The table also sets forth the average rate earned on interest-earning assets, the average rate paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as non-accrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the six months ended June 30, 2022 and 2021, interest income not recognized on non-accrual loans was $1.5 million and $1.4 million, respectively. Any non-accrual loans have been included in the table as loans carrying a zero yield.

For the Six Months Ended June 30,
2022 2021
Interest Interest
Average Earned/ Average Average Earned/ Average
Outstanding Interest Yield/ Outstanding Interest Yield/
Balance Paid Rate Balance Paid Rate
(Dollars in thousands)
Assets
Interest-earning assets:
Loans(1)
$ 7,205,954 $ 146,500 4.10 % $ 6,003,754 $ 126,128 4.24 %
LHI, MW 450,592 6,998 3.13 482,853 7,292 3.05
PPP loans 27,477 136 1.00 360,209 1,793 1.00
Debt securities 1,230,159 17,394 2.85 1,079,697 14,966 2.80
Interest-bearing deposits in other banks 461,844 976 0.43 445,356 294 0.13
Equity securities and other investments 178,602 1,967 2.22 87,296 1,335 3.08
Total interest-earning assets 9,554,628 173,971 3.67 8,459,165 151,808 3.62
ACL (76,046) (105,509)
Noninterest-earning assets 878,679 778,691
Total assets $ 10,357,261 $ 9,132,347
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits $ 3,621,697 $ 5,845 0.33 % $ 3,115,417 $ 3,641 0.24 %
Certificates and other time deposits 1,480,654 2,845 0.39 1,512,479 5,484 0.73
Advances from FHLB 803,295 2,381 0.60 777,675 3,641 0.94
Subordinated debentures and subordinated notes 231,959 5,380 4.68 265,142 6,276 4.77
Total interest-bearing liabilities 6,137,605 16,451 0.54 5,670,713 19,042 0.68
Noninterest-bearing liabilities:
Noninterest-bearing deposits 2,731,869 2,168,396
Other liabilities 85,126 53,823
Total liabilities 8,954,600 7,892,932
Stockholders’ equity 1,402,661 1,239,415
Total liabilities and stockholders’ equity $ 10,357,261 $ 9,132,347
Net interest rate spread(2)
3.13 % 2.94 %
Net interest income $ 157,520 $ 132,766
Net interest margin(3)
3.32 % 3.16 %

~~(1)~~ Includes average outstanding balances of loans held for sale of $12,440 and $15,476 for the six months ended June 30, 2022 and June 30, 2021, respectively, and average balances of LHI, excluding MW and PPP loans.

~~(2)~~ ~~Net interest rate spread is equal to the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.~~

~~(3)~~ ~~Net interest margin is equal to net interest income divided by average interest-earning assets.~~

For the Six Months Ended
June 30, 2022 vs. 2021
Increase (Decrease)
Due to Change in
Volume Rate Total
(In thousands)
Interest-earning assets:
Loans $ 25,256 $ (4,884) $ 20,372
LHI, MW (488) 194 (294)
PPP loans (1,657) — (1,657)
Debt securities 2,086 342 2,428
Interest-bearing deposits in other banks 11 671 682
Equity securities and other investments 1,395 (763) 632
Total increase (decrease) in interest income 26,603 (4,440) 22,163
Interest-bearing liabilities:
Interest-bearing demand and savings deposits 592 1,612 2,204
Certificates and other time deposits (115) (2,524) (2,639)
Advances from FHLB 120 (1,380) (1,260)
Subordinated debentures and subordinated notes (785) (111) (896)
Total decrease in interest expense (188) (2,403) (2,591)
Increase in net interest income $ 26,791 $ (2,037) $ 24,754

~~Provision for Credit Losses~~

Our provision for credit losses is a charge to income in order to bring our ACL to a level deemed appropriate by management. For a description of the factors taken into account by management in determining the ACL see “—Financial Condition—Allowance for Credit Losses on Loans Held for Investment.” The provision for credit losses was $8.5 million for the six months ended June 30, 2022, compared to no provision for the same period in 2021, an increase of $8.5 million. The increase in the recorded provision for credit losses for the six months ended June 30, 2022 was primarily attributable to an increase in general reserves as a result of loan growth. In the six months ended June 30, 2022, we also recorded an $493 thousand provision for unfunded commitments, ~~which was attributable to higher unfunded balances. ACL as a percentage of LHI, excluding MW and PPP loans, was 1.02%, 1.02% and 1.59% of total loans at June 30, 2022, December 31, 2021 and June 30, 2021, respectively.~~

~~Noninterest Income~~

~~The following table presents, for the periods indicated, the major categories of noninterest income:~~
For the
Six Months Ended
June 30, Increase
2022 2021 (Decrease)
(In thousands)
Noninterest income:
Service charges and fees on deposit accounts $ 9,749 $ 7,476 $ 2,273
Loan fees 5,179 3,164 2,015
Gain on sales of mortgage loans 530 892 (362)
Government guaranteed loan income, net 5,680 9,996 (4,316)
Equity method investment income 1,333 — 1,333
Other 3,004 5,100 (2,096)
Total noninterest income $ 25,475 $ 26,628 $ (1,153)

Noninterest income for the six months ended June 30, 2022 decreased $1.1 million, or 4.3%, to $25.5 million compared to noninterest income of $26.6 million for the same period in 2021. The primary drivers of the decrease were as follows:

~~Service charges and fees on deposit accounts.~~ We earn service charges and fees from our customers for deposit-related activities. The income from these deposit activities constitutes a significant and predictable component of our noninterest income. Service charges and fees on deposit accounts were $9.7 million during the six months ended June 30, 2022, an increase of $2.3 million or 30.4%, over the same period in 2021. This increase was primarily due to increases in analysis charges of $1.1 million, ATM and debit card fees of $614 thousand, and other fee income of $447 thousand.

~~Loan fees.~~ We earn certain fees in connection with funding and servicing loans. Loan fees were $5.2 million for the six months ended June 30, 2022 compared to $3.2 million for the same period in 2021. The increase of $2.0 million, or 63.7%, was primarily due to increases in syndication fees of $1.4 million, prepayment fees on CRE of $470 thousand, and C&I unused lines fees of $107 thousand.

~~Government guaranteed loan income, net.~~ Government guaranteed loan income, net includes income related to the sales of SBA loans. The decrease in government guaranteed loan income, net, of $4.3 million was primarily due to the $7.5 million decrease in PPP loan fees collected during the six months ended June 30, 2021 with no corresponding PPP loan fees collected during the six months ended June 30, 2022. This decrease in government guaranteed loan income, net, was partially offset by a $3.7 million increase in gains on the sale of USDA loans.

~~Other.~~ The decrease in other noninterest income of $2.1 million in six months ended June 30, 2022 as compared to the same period in 2021 was primarily driven by an decrease in servicing assets income, net of $3.8 million, partially offset by derivative income, net of $1.7 million.

Noninterest Expense

Noninterest expense is composed of all employee expenses and costs associated with operating our facilities, acquiring and retaining customer relationships and providing bank services. The major component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as occupancy and equipment expenses, depreciation and amortization of office equipment, professional fees and regulatory fees, data processing and software expenses, marketing expenses and amortization of intangibles.

The following table presents, for the periods indicated, the major categories of noninterest expense:


	For the Three Months Ended September 30,				Increase (Decrease)
	2022		2021
	(In thousands)
Salaries and employee benefits	$	29,714	$	22,964	$	6,750

Occupancy and equipment	4,615		4,536		79
Professional and regulatory fees	3,718		3,401		317
Data processing and software expense	3,509		2,494		1,015
Marketing	1,845		1,151		694
Amortization of intangibles	2,494		2,509		(15)
Telephone and communications	389		380		9
M&A expense	384		—		384


Other	4,323		3,886		437
Total noninterest expense	$	50,991	$	41,321	$	9,670

Noninterest expense for the three months ended September 30, 2022 increased $9.7 million, or 23.4%, to $51.0 million compared to noninterest expense of $41.3 million for the three months ended September 30, 2021. The most significant components of the increase were as follows:

Salaries and employee benefits. Salaries and employee benefits include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. These expenses are impacted by the amount of direct loan origination costs, which are required to be deferred in accordance with ASC 310-20. Salaries and employee benefits were $29.7 million for the three months ended September 30, 2022, an increase of $6.8 million, or 29.4%, compared to the same period in 2021. The increase was primarily attributable to a (i) $4.9 million increase in salaries resulting from continued investment in talent, (ii) $1.2 million increase in stock-based compensation resulting from the vesting of February 1, 2019 performance restricted stock unit awards which vested at 150% due the Company’s performance and market conditions (as defined by the equity awards), (iii) $408 thousand increase in employee benefit expenses and (iv) $234 thousand increase in FICA taxes.

Data processing and software expense. This category of expenses includes expense related to data processing and software expenses, which increased $1.0 million for the three months ended September 30, 2022 compared to the same period in 2021. This increase is primarily due to an increase of $986 thousand in software expenses for the implementation of a new online account opening platform and the enhancement of systems to mitigate security risk due to the Banks growth.

Marketing. This category of expenses includes expenses related to advertising and promotions, which increased $694 thousand for the three months ended September 30, 2022 compared to the same period in 2021. This increase is primarily due to $517 thousand increase in advertising and promotions during the three months ended September 30, 2022 compared to the same period in 2021.

Income Tax Expense

Income tax expense is a function of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities reflect current statutory income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022, we did not believe a valuation allowance was necessary.

For the three months ended September 30, 2022, income tax expense totaled $12.2 million, an increase of $3.1 million, compared to an income tax expense of $9.2 million for the same period in 2021. For the three months ended September 30, 2022, we had an effective tax rate of 22.0%.

For the three months ended September 30, 2021, income tax expense totaled $9.2 million, an increase of $3.0 million, or 48.4%, compared to $6.2 million for the same period in 2020. For the three months ended September 30, 2021, the Company had an effective tax rate of 20.0%. The Company had a net discrete tax benefit of $53 thousand for excess tax benefit realized on share-based payment award during the three months ended September 30, 2021. Excluding this discrete tax item, the Company had an effective tax rate of 20.1% for the three months ended September 30, 2021.

Results of Operations for the Nine Months Ended September 30, 2022 and 2021

General

Net income for the nine months ended September 30, 2022 was $106.4 million, an increase of $8.3 million, or 8.5%, from net income of $98.1 million for the nine months ended September 30, 2021.

Basic EPS for the nine months ended September 30, 2022 was $2.01, an increase of $0.03 from $1.98 for the nine months ended September 30, 2021. Diluted EPS for the nine months ended September 30, 2022 was $1.98, an increase of $0.03 from $1.95 for the nine months ended September 30, 2021.

Net Interest Income

For the nine months ended September 30, 2022, net interest income before provisions for credit losses totaled $258.6 million and net interest margin and net interest spread were 3.48% and 3.20%, respectively. For the nine months ended September 30, 2021, net interest income totaled $204.0 million and net interest margin and net interest spread were 3.20% and 2.98%, respectively. The increase in net interest income of $54.4 million was primarily due to an increase of $56.5 million in interest income on loans, a $5.3 million increase in interest income on debt securities, and a $13.5 million increase in interest expense on transaction and savings deposits, partially offset by interest expense on certificates and other time deposits which decreased $654 thousand and a $565 thousand decrease in interest expense on FHLB advances due to a change in mix during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The increase in interest income on loans was due to higher average balances and loan yields. The$12.8 million increase in interest expense on deposit accounts was due to an increase in average costs of total deposits. Net interest margin increased 28 basis points from the nine months ended September 30, 2021 primarily due to an increase in the yields on loan balances, slightly offset by an increase in the average rate paid on interest-bearing liabilities during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. As a result, the average cost of interest-bearing deposits increased 28 basis points to 0.64% for the nine months ended September 30, 2022 from 0.36% for the nine months ended September 30, 2021. The average costs of total deposits, including noninterest-bearing deposits for the nine months ended September 30, 2022 is 0.40%

For the nine months ended September 30, 2022, interest expense totaled $38.6 million and the average rate paid on interest-bearing liabilities was 0.81%. For the nine months ended September 30, 2021, interest expense totaled $27.5 million and the average rate paid on interest-bearing liabilities was 0.65%. The increase of $11.1 millionin interest expense was primarily due to an increase in funding costs and a $13.5 million increase in the average rate paid on interest-bearing demand and savings deposits, partially offset by a $1.8 million decrease in interest paid on borrowings and a $654 thousand decrease in the average rate paid on certificates and other time deposits.

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest–bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The table also sets forth the average rate earned on interest-earning assets, the average rate paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as non-accrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the nine months ended September 30, 2022 and 2021, interest income not recognized on non-accrual loans was $1.9 million and $2.0 million, respectively. Any non-accrual loans have been included in the table as loans carrying a zero yield.


	For the Nine Months Ended September 30,
	2022						2021
			Interest						Interest
	Average		Earned/		Average		Average		Earned/		Average
	Outstanding		Interest		Yield/		Outstanding		Interest		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
	(Dollars in thousands)
Assets
Interest-earning assets:
Loans(1)	$	7,558,825	$	250,981	4.44	%	$	6,118,880	$	193,040	4.22	%
LHI, MW	449,906		11,647		3.46		477,319		10,988		3.08
PPP loans	27,477		205		1.00		309,620		2,324		1.00
Debt securities	1,274,712		27,856		2.92		1,093,263		22,579		2.76
Interest-bearing deposits in other banks	422,905		2,874		0.91		408,601		424		0.14
Equity securities and other investments	187,002		3,633		2.60		114,237		2,233		2.61
Total interest-earning assets	9,920,827		297,196		4.01		8,521,920		231,588		3.63
ACL	(78,015)						(103,478)
Noninterest-earning assets	886,357						799,207
Total assets	$	10,729,169					$	9,217,649

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	3,804,506	$	18,742	0.66	%	$	3,144,395	$	5,229	0.22	%
Certificates and other time deposits	1,539,861		6,764		0.59		1,514,954		7,418		0.65
Advances from FHLB	837,254		4,924		0.79		777,655		5,489		0.94
Subordinated debentures and subordinated notes	231,640		8,206		4.74		264,998		9,410		4.75
Total interest-bearing liabilities	6,413,261		38,636		0.81		5,702,002		27,546		0.65

Noninterest-bearing liabilities:
Noninterest-bearing deposits	2,797,110						2,198,551
Other liabilities	98,898						60,456
Total liabilities	9,309,269						7,961,009
Stockholders’ equity	1,419,900						1,256,640
Total liabilities and stockholders’ equity	$	10,729,169					$	9,217,649

Net interest rate spread(2)					3.20	%					2.98	%
Net interest income			$	258,560					$	204,042
Net interest margin(3)					3.48	%					3.20	%

(1) Includes average outstanding balances of loans held for sale of $12,973 and $13,140 for the nine months ended September 30, 2022 and September 30, 2021, respectively, and average balances of LHI, excluding MW and PPP loans.

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

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


	For the Nine Months Ended
	September 30, 2022 vs. 2021
	Increase (Decrease)

	Due to Change in
	Volume		Rate		Total
	(In thousands)
Interest-earning assets:
Loans	$	45,428	$	12,513	$	57,941
LHI, MW	(632)		1,291		659
PPP loans	(2,119)		—		(2,119)
Debt securities	3,747		1,530		5,277
Interest-bearing deposits in other banks	15		2,435		2,450
Equity securities and other investments	1,420		(20)		1,400
Total increase in interest income	47,859		17,749		65,608
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	1,098		12,415		13,513
Certificates and other time deposits	122		(776)		(654)
Advances from FHLB	421		(986)		(565)
Subordinated debentures and subordinated notes	(1,185)		(19)		(1,204)
Total increase in interest expense	456		10,634		11,090
Increase in net interest income	$	47,403	$	7,115	$	54,518

Provision for Credit Losses

Our provision for credit losses is a charge to income in order to bring our ACL to a level deemed appropriate by management. For a description of the factors taken into account by management in determining the ACL see “—Financial Condition—Allowance for Credit Losses on Loans Held for Investment.” The provision for credit losses was $15.2 million for the nine months ended September 30, 2022, compared to no provision for the same period in 2021, an increase of $15.2 million. The increase in the recorded provision for credit losses for the nine months ended September 30, 2022 was primarily attributable to updated views on the downside risks to the Texas economic forecast and loan growth, partially offset by charge-offs and a decrease in nonperforming loans. In the nine months ended September 30, 2022, we also recorded a $1.3 million provision for unfunded commitments, which was attributable to higher unfunded balances and changes in Texas economic factors. ACL as a percentage of LHI, excluding MW and PPP loans, was 1.00%, 1.15% and 1.42% of total loans at September 30, 2022, December 31, 2021 and September 30, 2021, respectively.

Noninterest Income

The following table presents, for the periods indicated, the major categories of noninterest income:


	For the
	Nine Months Ended
	September 30,				Increase
	2022		2021		(Decrease)
	(In thousands)
Noninterest income:
Service charges and fees on deposit accounts	$	14,966	$	11,960	$	3,006
Loan fees	7,965		4,910		3,055
Loss on sales of investment securities	—		(188)		188
Gain on sales of mortgage loans	546		1,299		(753)
Government guaranteed loan income, net	6,252		12,337		(6,085)
Equity method investment income	275		4,522		(4,247)
Customer swap income	5,625		1,694		3,931
Other	2,867		5,721		(2,854)
Total noninterest income	$	38,496	$	42,255	$	(3,759)

Noninterest income for the nine months ended September 30, 2022 decreased $3.8 million, or 8.9%, to $38.5 million compared to noninterest income of $42.3 million for the same period in 2021. The primary drivers of the decrease were as follows:

Service charges and fees on deposit accounts. We earn service charges and fees from our customers for deposit-related activities. The income from these deposit activities constitutes a significant and predictable component of our noninterest income. Service charges and fees on deposit accounts were $15.0 million during the nine months ended September 30, 2022, an increase of $3.0 million or 25.1%, over the same period in 2021. This increase was primarily due to increases in analysis charges of $1.4 million, ATM and debit card fees of $745 thousand, and other fee income of $698 thousand.

Loan fees. We earn certain fees in connection with funding and servicing loans. Loan fees were $8.0 million for the nine months ended September 30, 2022 compared to $4.9 million for the same period in 2021. The increase of $3.1 million, or 62.2%, was primarily due to increases in syndication and arrangement fees of $2.2 million, prepayment fees of $437 thousand, and loan fee income on North Avenue Capital loans, which were acquired in November 2021, of $254 thousand.

Government guaranteed loan income, net. Government guaranteed loan income, net includes income related to the sales of SBA and USDA loans. The decrease in government guaranteed loan income, net, of $6.1 million was primarily due to the $7.7 million decrease in PPP loan fees collected during the nine months ended September 30, 2021 with no corresponding PPP loan fees collected during the nine months ended September 30, 2022. The valuation of USDA and PPP loans HFS decreased $1.2 million compared to the same period for 2021. This decrease in government guaranteed loan income, net, was partially offset by a $3.7 million increase in gains on the sale of USDA loans.

Equity method investment income. Equity method investment income is comprised of income earned on equity method investments, specifically our 49% investment in Thrive. The income from these investments was $275 thousand for the nine months ended September 30, 2022, a decrease of $4.2 million, or 93.9%, as compared to the same period in 2021. During the third quarter of 2021, Thrive’s PPP loan, originated and serviced by another bank, was 100% forgiven by the SBA. As a result of our 49% investment in Thrive, $1.9 million of the $4.5 million represents our portion of the PPP loan forgiveness. Excluding, the PPP loan forgiveness, the decrease in equity method investment income is due to increases by a high interest rate environment.

Customer swap income. The increase in customer swap income of $3.9 million or 232.1% was primarily due to the increase in trade executions during the nine months ended September 30, 2022, compared to the same period in 2021.

Other. Other includes other noninterest income from fees. Other noninterest income was $2.9 million for the nine months ended September 30, 2022, a decrease of $2.9 million, or 49.9% as compared to the same period in 2021. The decrease was primarily driven by a decrease in servicing fee income of $1.8 million and a $1.1 million decrease in the fair value of other equity method investments.

Noninterest Expense

The following table presents, for the periods indicated, the major categories of noninterest expense:


		For the							For the
		Six Months Ended				Increase			Nine Months Ended
		June 30,				(Decrease)			September 30,				Increase
		2022		2021		2022 vs. 2021			2022		2021		(Decrease)
		(In thousands)							(In thousands)
Noninterest expense								Noninterest expense
Salaries and employee benefits	Salaries and employee benefits	$	54,437	$	46,383	$	8,054	Salaries and employee benefits	$	84,151	$	69,347	$	14,804

Occupancy and equipment	Occupancy and equipment	9,013		8,329		684		Occupancy and equipment	13,628		12,865		763
Professional and regulatory fees	Professional and regulatory fees	6,023		6,527		(504)		Professional and regulatory fees	9,741		9,928		(187)
Data processing and software expense	Data processing and software expense	6,307		4,855		1,452		Data processing and software expense	9,816		7,349		2,467
Marketing	Marketing	3,493		2,750		743		Marketing	5,338		3,901		1,437
Amortization of intangibles	Amortization of intangibles	4,990		5,054		(64)		Amortization of intangibles	7,484		7,563		(79)
Telephone and communications	Telephone and communications	737		674		63		Telephone and communications	1,126		1,054		72
Merger and acquisition expense		995		—		995
M&A expense								M&A expense	1,379		—		1,379

Other	Other	8,730		6,742		1,988		Other	13,053		10,628		2,425
Total noninterest expense	Total noninterest expense	$	94,725	$	81,314	$	13,411	Total noninterest expense	$	145,716	$	122,635	$	23,081

Noninterest expense for the ~~six~~nine months ended ~~June~~September 30, 2022 increased ~~$13.4~~$23.1 million, or ~~16.5%~~18.8%, to ~~$94.7~~$145.7 million compared to noninterest expense of ~~$81.3~~$122.6 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The most significant components of the decrease were as follows:

Salaries and employee benefits. Salaries and employee benefits include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. These expenses are impacted by the amount of direct loan origination costs, which are required to be deferred in accordance with ASC 310-20. Salaries and employee benefits were $~~54.4~~84.2 million for the ~~six~~nine months ended ~~June~~September 30, 2022, an increase of $~~8.1~~14.8 million, or ~~17.4%~~21.3%, compared to the same period in 2021. The increase was primarily attributable to a ~~(i) $3.2~~$10.2 million increase in salaries resulting from continued investment in talent, ~~(ii) $2.8~~a $2.3 million increase in ~~stock-based~~share based compensation ~~resulting from the vesting of February 1, 2019 performance restricted stock unit awards which vested at 150% due to the Company’s performance (as defined by the equity awards), (iii) $1.1~~expense, and a $2.0 million increase in ~~FICA taxes, and (iv) $1.0 million increase in employee benefit expenses.~~lender incentives.

Data processing and software expense. This category of expenses includes expense related to data processing and software expenses. For the ~~six~~nine months ended ~~June~~September 30, 2022, data processing and software expense was $~~6.3~~9.8 million, an increase of $~~1.5~~2.5 million, or ~~29.9%~~33.6%, compared to the same period in 2021. The increase was primarily due to an increase of ~~$1.2~~$2.2 million in software ~~expense.~~expenses for the implementation of a new online account opening platform and the enhancement of systems to mitigate security risk due to the Banks growth.

Marketing. This category of expenses includes expenses related to advertising and promotions. For the nine months ended September 30, 2022, marketing expense was $5.3 million, an increase of $1.4 million, or 36.8%, compared to the same period in 2021. The increase was primarily related to a $764 thousand increase in advertising & promotions expenses.

M&A expense. M&A expense includes legal, professional, audit, regulatory and other expenses incurred in connection with a merger or acquisition. This category includes expenses related to the pursuit of the acquisition of StoneCastle Insured Sweep, LLC (d/b/a interLINK) from StoneCastle Partners, LLC, of which the definitive agreement was terminated on September 1, 2022. For the nine months ended September 30, 2022, M&A expense was $1.4 million, which is related to legal and professional services related to the terminated acquisition of interLINK. There were no M&A related expenses for the same period in 2021.

Other noninterest expense. This category includes loan operations and collections, supplies and printing, automatic teller and online expenses and other miscellaneous expenses. Other noninterest expense was ~~$8.7~~$13.1 million for the ~~six~~nine months ended ~~June~~September 30, 2022 compared to ~~$6.7~~$10.6 million for the same period in 2021, an increase of ~~$2.0~~$2.4 million, or ~~29.5%~~22.8%. This increase was primarily due to an increase (i) ~~increase~~ of ~~$347~~$378 thousand in auto\travel related expenses, (ii) in $352 thousand in check\in-clearing related losses, ~~(ii) increase in problem loan fees~~(iii) of ~~$286 thousand, (iii) increase of $250~~$262 thousand in ~~legal settlements,~~subscription related expenses, (iv) ~~increase~~ of ~~$242~~$230 thousand in ~~auto\travel related~~ expenses for third party banking services, (v) ~~increase~~ of ~~$140~~$173 thousand in debit and credit card related fees, ~~(vi) increase~~ in loan appraisal fees of $124 thousand, (vii) increase in information services online access fees of $122 thousand, (viii) increase in subscriptions of $111 thousand, (ix) increase in bank service charges of $106 thousand, and (x) increase in FHLB LOC fees of $102 thousand,each case, during the ~~six~~nine months ended ~~June~~September 30, 2022 as compared to the same period in 2021. The remaining changes were nominal amongst noninterest expense accounts.

Income Tax Expense

Income tax expense is a function of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities reflect current statutory income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or statutory tax rates are enacted, deferred tax assets and liabilities are adjusted through the provision of income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of ~~June~~September 30, 2022, we did not believe a valuation allowance was necessary.

For the ~~six~~nine months ended ~~June~~September 30, 2022, income tax expense totaled $~~16.2~~28.4 million, ~~a decrease~~an increase of ~~$649 thousand,~~$2.4 million, or ~~3.9%~~9.2%, compared to an income tax expense of ~~$16.8~~$26.0 million for the same period in 2021. The effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~20.4%~~21.1%, ~~a decrease~~an increase as compared to the ~~effective tax rate of 21.6% for the~~ same period in ~~2021.~~2021 of 21.0% . The ~~decrease in the effective~~Company had a net discrete tax ~~rate was~~benefit of $1.1 million primarily ~~a result of~~associated with the recognition ~~of a~~ ~~$1.1 million~~an excess tax benefit realized on share-based payment awards during the ~~six~~nine months ended ~~June~~September 30, 2022. Excluding this discrete tax item, the Company had an effective tax rate of 21.9% for the nine months ended September 30, 2022.

6159

Financial Condition

Our total assets increased $~~1.54~~1.95 billion, or ~~15.8%~~20.0%, from $9.76 billion as of December 31, 2021 to ~~$11.30~~$11.71 billion as of ~~June~~September 30, 2022. Our asset growth was due to the continued execution of our strategy to establish deep relationships in the Dallas-Fort Worth metroplex and the Houston metropolitan area. We believe these relationships will continue to bring in new customer accounts and grow balances from existing loan and deposit customers.

Loan Portfolio

Our primary source of income is interest on loans to individuals, professionals, small to medium-sized businesses and commercial companies located in the Dallas-Fort Worth metroplex and Houston metropolitan area. Our loan portfolio consists primarily of commercial loans and real estate loans secured by CRE properties located in our primary market areas. Our loan portfolio represents the highest yielding component of our interest-earning asset base.

As of ~~June~~September 30, 2022, total LHI, excluding ACL, was ~~$8.57~~$9.05 billion, an increase of $~~1.16~~1.64 billion, or ~~15.6%~~22.2%, compared to $7.41 billion as of December 31, 2021. The increase was the result of the continued execution and success of our loan growth strategy. In addition to these amounts, $~~14.2~~17.6 million and $26.0 million in loans were classified as held for sale as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

Total LHI, excluding MW and PPP loans, as a percentage of deposits were ~~93.1%~~97.5% and 92.0% as of ~~June~~September 30, 2022 and December 31, 2021, respectively. Total LHI, excluding MW and PPP loans, as a percentage of assets were ~~70.0%~~72.6% and ~~69.4%~~69.3% as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

The following table summarizes our loan portfolio by type of loan as of the dates indicated:


		As of June 30,				As of December 31,					As of September 30,				As of December 31,
		2022				2021					2022				2021
		Total		Percent		Total		Percent			Total		Percent		Total		Percent
		(Dollars in thousands)									(Dollars in thousands)
Commercial	Commercial	$	2,450,403	28.6	%	$	2,006,876	27.3	%	Commercial	$	2,740,948	30.3	%	$	2,006,876	27.3	%
MW	MW	629,291		7.4	%	565,645		7.7	%	MW	523,805		5.8	%	565,645		7.7	%
Real estate:	Real estate:									Real estate:
Owner Occupied CRE (“OOCRE”)	Owner Occupied CRE (“OOCRE”)	646,723		7.6	%	665,537		9.1	%	Owner Occupied CRE (“OOCRE”)	677,705		7.5	%	665,537		9.1	%
Non-owner Occupied CRE (“NOOCRE”)	Non-owner Occupied CRE (“NOOCRE”)	2,203,970		25.7	%	2,120,309		28.9	%	Non-owner Occupied CRE (“NOOCRE”)	2,273,305		25.1	%	2,120,309		28.9	%
Construction and land	Construction and land	1,532,997		17.9	%	1,062,144		14.5	%	Construction and land	1,673,997		18.4	%	1,062,144		14.5	%
Farmland	Farmland	47,319		0.6	%	55,827		0.8	%	Farmland	43,569		0.5	%	55,827		0.8	%
1-4 family residential	1-4 family residential	765,260		8.9	%	542,566		7.4	%	1-4 family residential	858,693		9.5	%	542,566		7.4	%
Multifamily	Multifamily	276,632		3.2	%	310,241		4.2	%	Multifamily	252,244		2.8	%	310,241		4.2	%
Consumer	Consumer	7,520		0.1	%	11,998		0.1	%	Consumer	7,465		0.1	%	11,998		0.1	%
Total LHI, carried at amortized cost(1)	Total LHI, carried at amortized cost(1)	$	8,560,115	100.0	%	$	7,341,143	100.0	%	Total LHI, carried at amortized cost(1)	$	9,051,731	100.0	%	$	7,341,143	100.0	%

LHI, PPP loans, carried at fair value	LHI, PPP loans, carried at fair value	$	7,339	100.0	%	$	53,369	100.0	%	LHI, PPP loans, carried at fair value	$	2,821	100.0	%	$	53,369	100.0	%

Total loans held for sale	Total loans held for sale	$	14,210	100.0	%	$	26,007	100.0	%	Total loans held for sale	$	17,644	100.0	%	$	26,007	100.0	%

(1) Total LHI, carried at amortized cost, excludes ~~$15.0~~$17.5 million and $9.5 million of deferred loan fees, net, as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

6260

Nonperforming Assets

The following table presents information regarding nonperforming assets at the dates indicated:


		As of June 30,			As of December 31,				As of September 30,			As of December 31,
		2022			2021				2022			2021
		(Dollars in thousands)							(Dollars in thousands)
Nonaccrual loans(1)	Nonaccrual loans(1)	$	42,242		$	49,687		Nonaccrual loans(1)	$	30,592		$	49,687
Accruing loans 90 or more days past due	Accruing loans 90 or more days past due	1,753			235			Accruing loans 90 or more days past due	—			235
Total nonperforming loans	Total nonperforming loans	43,995			49,922			Total nonperforming loans	30,592			49,922
Other real estate owned:	Other real estate owned:							Other real estate owned:

CRE, construction, land and land development		1,032			—
CRE								CRE	—			—
Total other real estate owned	Total other real estate owned	1,032			—			Total other real estate owned	—			—
Total nonperforming assets	Total nonperforming assets	$	45,027		$	49,922		Total nonperforming assets	$	30,592		$	49,922
Troubled debt restructured loans—nonaccrual	Troubled debt restructured loans—nonaccrual	18,926			19,746			Troubled debt restructured loans—nonaccrual	9,750			19,746
Troubled debt restructured loans—accruing	Troubled debt restructured loans—accruing	3,382			5,772			Troubled debt restructured loans—accruing	3,209			5,772
Ratio of nonperforming loans to total loans	Ratio of nonperforming loans to total loans	0.55		%	0.74		%	Ratio of nonperforming loans to total loans	0.36		%	0.74		%
Ratio of nonperforming assets to total assets	Ratio of nonperforming assets to total assets	0.40		%	0.51		%	Ratio of nonperforming assets to total assets	0.26		%	0.51		%

(1) At ~~June~~September 30, 2022 and December 31, 2021, nonaccrual loans included PCD loans of ~~$10,469~~$10,365 and $11,506, respectively, not accounted for on a pooled basis.

The following table presents information regarding nonaccrual loans by category as of the dates indicated:


		As of June 30,		As of December 31,			As of September 30,		As of December 31,
		2022		2021			2022		2021
		(Dollars in thousands)					(Dollars in thousands)
Commercial	Commercial	$	10,857	$	15,267	Commercial	$	9,691	$	15,267

Real estate:	Real estate:					Real estate:
OOCRE	OOCRE	13,250		14,236		OOCRE	11,558		14,236
NOOCRE	NOOCRE	17,469		17,978		NOOCRE	8,332		17,978

1-4 family residential	1-4 family residential	513		990		1-4 family residential	875		990

Consumer	Consumer	153		1,216		Consumer	136		1,216
Total	Total	$	42,242	$	49,687	Total	$	30,592	$	49,687

6361

Potential Problem Loans

The following tables summarize our internal ratings of our loans as of the dates indicated.


		June 30, 2022										September 30, 2022
		Pass		Special Mention		Substandard		PCD		Total				Pass		Special Mention		Substandard		PCD		Total
		(Dollars in thousands)										(Dollars in thousands)
Real estate:	Real estate:												Real estate:
Construction and land	Construction and land	$	1,529,112	$	2,009	$	—	$	1,876	$	1,532,997		Construction and land	$	1,670,138	$	2,265	$	—	$	1,594	$	1,673,997
Farmland	Farmland	47,319		—		—		—		47,319			Farmland	43,569		—		—		—		43,569
1 - 4 family residential	1 - 4 family residential	762,237		421		1,474		1,128		765,260			1 - 4 family residential	855,420		285		1,848		1,140		858,693
Multi-family residential	Multi-family residential	255,004		21,628		—		—		276,632			Multi-family residential	236,554		13,725		1,965		—		252,244
OOCRE	OOCRE	589,768		5,512		29,227		22,216		646,723			OOCRE	621,468		5,875		28,492		21,870		677,705
NOOCRE	NOOCRE	2,010,404		123,553		55,655		14,358		2,203,970			NOOCRE	2,093,523		129,211		36,370		14,201		2,273,305
Commercial	Commercial	2,345,958		46,874		50,685		6,886		2,450,403			Commercial	2,640,916		48,460		46,789		4,783		2,740,948
MW	MW	628,861		—		430		—		629,291			MW	523,597		—		208		—		523,805
Consumer	Consumer	7,230		74		186		30		7,520			Consumer	7,212		59		168		26		7,465
Total	Total	$	8,175,893	$	200,071	$	137,657	$	46,494	$	8,560,115		Total	$	8,692,397	$	199,880	$	115,840	$	43,614	$	9,051,731


	December 31, 2021
	Pass		Special Mention		Substandard		PCD		Total
	(Dollars in thousands)
Real estate:
Construction and land	$	1,057,891	$	1,905	$	—	$	2,348	$	1,062,144
Farmland	55,827		—		—		—		55,827
1 - 4 family residential	539,485		352		1,551		1,178		542,566
Multi-family residential	288,954		21,287		—		—		310,241
OOCRE	591,377		9,704		36,892		27,564		665,537
NOOCRE	1,922,455		97,562		82,092		18,200		2,120,309
Commercial	1,887,671		36,092		74,487		8,626		2,006,876
MW	565,100		—		545		—		565,645
Consumer	10,440		79		1,302		177		11,998
Total	$	6,919,200	$	166,981	$	196,869	$	58,093	$	7,341,143

ACL on LHI

We maintain an ACL that represents management’s best estimate of the credit losses and risks inherent in the loan portfolio. In determining the ACL, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the ACL is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates.

6462

The following table presents, as of and for the periods indicated, an analysis of the ACL and other related data:


		As of				As of					As of				As of
		June 30, 2022				December 31, 2021					September 30, 2022				December 31, 2021
				Percent				Percent					Percent				Percent
		Amount		of Total		Amount		of Total			Amount		of Total		Amount		of Total
		(Dollars in thousands)									(Dollars in thousands)
Real estate:	Real estate:									Real estate:
Construction and land	Construction and land	$	10,300	12.8	%	$	7,293	9.4	%	Construction and land	$	12,628	14.9	%	$	7,293	9.4	%
Farmland	Farmland	145		0.2		187		0.2		Farmland	135		0.2		187		0.2
1 - 4 family residential	1 - 4 family residential	8,056		10.0		5,982		7.7		1 - 4 family residential	9,023		10.6		5,982		7.7
Multi-family residential	Multi-family residential	2,186		2.7		2,664		3.4		Multi-family residential	2,127		2.5		2,664		3.4
OOCRE	OOCRE	7,609		9.4		9,215		11.9		OOCRE	6,652		7.8		9,215		11.9
NOOCRE	NOOCRE	27,772		34.5		30,548		39.3		NOOCRE	25,457		29.9		30,548		39.3
Total real estate	Total real estate	$	56,068	69.6	%	$	55,889	71.9	%	Total real estate	$	56,022	65.9	%	$	55,889	71.9	%
Commercial	Commercial	24,374		30.2		21,632		27.8		Commercial	26,698		31.4		21,632		27.8
Consumer	Consumer	134		0.2		233		0.3		Consumer	2,317		2.7		233		0.3
Total ACL	Total ACL	$	80,576	100.0	%	$	77,754	100.0	%	Total ACL	$	85,037	100.0	%	$	77,754	100.0	%

The ACL increased ~~$2.8~~$7.3 million to ~~$80.6~~$85.0 million as of ~~June~~September 30, 2022 from December 31, 2021. The increase in the ACL compared to December 31, 2021, was primarily attributable ~~to net charge-offs of $909 thousand.~~loan growth and changes in economic factors, offset by decreases in specific reserves and charge-offs.

6563

The following table presents, as of and for the periods indicated, an analysis of the ACL and other related data:


		Six Months Ended			Six Months Ended				Nine Months Ended			Nine Months Ended
		June 30, 2022			June 30, 2021				September 30, 2022			September 30, 2021
		(Dollars in thousands)							(Dollars in thousands)
Average loans outstanding, excluding PPP loans(1)	Average loans outstanding, excluding PPP loans(1)	$	7,656,546		$	6,486,607		Average loans outstanding, excluding PPP loans(1)	$	8,008,731		$	6,596,199
Amortized costs of loans outstanding at end of period excluding MW and PPP loans(1)	Amortized costs of loans outstanding at end of period excluding MW and PPP loans(1)	7,915,792			6,272,087			Amortized costs of loans outstanding at end of period excluding MW and PPP loans(1)	8,510,433			6,615,905
Amortized costs of loans outstanding at end of period, excluding PPP loans(1)	Amortized costs of loans outstanding at end of period, excluding PPP loans(1)	8,545,083			6,832,026			Amortized costs of loans outstanding at end of period, excluding PPP loans(1)	9,034,238			7,230,950
ACL at beginning of period	ACL at beginning of period	77,754			105,084			ACL at beginning of period	77,754			105,084

Benefit for credit losses		8,500			—
Provision for credit losses								Provision for credit losses	15,150			—
Charge-offs:	Charge-offs:							Charge-offs:
Real estate:	Real estate:							Real estate:

Residential	Residential	—			(303)			Residential	—			(367)
OOCRE	OOCRE	(244)			(689)			OOCRE	(2,646)			(1,502)

NOOCRE								NOOCRE	(1,391)			—
Commercial	Commercial	(528)			(5,966)			Commercial	(4,282)			(11,474)
Consumer	Consumer	(1,091)			(38)			Consumer	(1,244)			(55)
Total charge-offs	Total charge-offs	(1,863)			(6,996)			Total charge-offs	(9,563)			(13,398)
Recoveries:	Recoveries:							Recoveries:
Real estate:	Real estate:							Real estate:

Residential	Residential	3			26			Residential	7			52
OOCRE	OOCRE	245			500			OOCRE	245			500
NOOCRE	NOOCRE	93			—			NOOCRE	496			—
Commercial	Commercial	572			885			Commercial	893			1,481
Consumer	Consumer	41			44			Consumer	55			52
Total recoveries	Total recoveries	954			1,455			Total recoveries	1,696			2,085
Net charge-offs	Net charge-offs	(909)			(5,541)			Net charge-offs	(7,867)			(11,313)
ACL at end of period	ACL at end of period	$	80,576		$	99,543		ACL at end of period	$	85,037		$	93,771
Ratio of ACL to end of period loans excluding MW and PPP loans	Ratio of ACL to end of period loans excluding MW and PPP loans	1.02		%	1.59		%	Ratio of ACL to end of period loans excluding MW and PPP loans	1.00		%	1.42		%
Ratio of net charge-offs to average loans	Ratio of net charge-offs to average loans	0.01		%	0.09		%	Ratio of net charge-offs to average loans	0.10		%	0.18		%

(1)Excludes loans held for sale.

Although we believe that we have established our ACL in accordance with GAAP and that the ACL was adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions will be subject to ongoing evaluations of the risks in our loan portfolio. If we experience economic declines or if asset quality deteriorates, material additional provisions could be required.

Equity Securities

As of ~~June~~September 30, 2022, we held equity securities with a readily determinable fair value of ~~$10.2~~$9.7 million compared to $11.0 million as of December 31, 2021. These equity securities primarily represent investments in a publicly traded Community Reinvestment Act fund and are subject to market pricing volatility, with changes in fair value recorded in earnings.

The Company held equity securities without a readily determinable fair values and measured at cost of ~~$5.4~~$9.5 million at ~~June~~September 30, 2022 compared to $4.4 million at December 31, 2021. The Company measures equity securities that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

6664

Securities purchased under agreements to resell

As of ~~June~~September 30, 2022, we held no securities purchased under agreements to resell and we recognized interest income of $1.4 million during the nine months ended September 30, 2022. As of September 30, 2021, we held securities purchased under agreements to resell of ~~$99.0~~$103.7 million and we recognized interest income of ~~$585~~$227 thousand during the ~~six~~nine months ended ~~June 30, 2022. We held no securities purchased under agreements to resell during the six months ended June~~September 30, 2021. Securities purchased under agreements to resell typically mature 30 days from the settlement date, qualify as a secured borrowing and are measured at amortized cost.

FHLB Stock and FRB Stock

As of ~~June~~September 30, 2022, we held FHLB stock and FRB stock of ~~$87.1~~$95.3 million compared to $71.9 million as of December 31, 2021. The Bank is a member of its regional FRB and of the FHLB system. FHLB members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. Both FRB and FHLB stock are carried at cost, restricted for sale, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Debt Securities

We use our debt securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital requirements. As of ~~June~~September 30, 2022, the carrying amount of debt securities totaled ~~$1.35~~$1.30 billion, an increase of ~~$301.9~~$250.5 million, or ~~28.7%~~23.8%, compared to $1.05 billion as of December 31, 2021. The increase was primarily due to purchases of debt securities of ~~$444.3~~$470.1 million and net unrealized gains ~~$84.3~~of $133.1 million, partially offset by maturities, calls, and paydowns of ~~$56.0~~$83.3 million. Debt securities represented ~~12.0%~~11.1% and 10.8% of total assets as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

All of our mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored entities. We do not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, Alt-A, or second lien elements in our investment portfolio. As of ~~June~~September 30, 2022, our investment portfolio did not contain any securities that are directly backed by subprime or Alt-A mortgages.

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. As of ~~June~~September 30, 2022, management believes that available for sale securities in an unrealized loss position are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore no ACL have been recognized in the Company’s consolidated balance sheets. The Company also recorded no ACL for its held to maturity debt securities as of ~~June~~September 30, 2022.

As of ~~June~~September 30, 2022 and December 31, 2021, we did not own securities of any one issuer other than U.S. government agency securities for which aggregate cost exceeded 10.0% of our stockholders’ equity as of such respective dates.

Equity Method Investments

On July 16, 2021, the Bank completed an investment to acquire a 49% interest in Thrive ~~Mortgage, LLC (“Thrive”)~~ for $54.9 million in cash and obtained the right to designate a member to Thrive’s board of directors. As a result of the investment, we have a $35.8 million basis difference which is being accounted for as equity method goodwill.

We had ~~$62.1~~$61.0 million in equity method investments as of ~~June~~September 30, 2022 and reported ~~$1.3 million~~$275 thousand of income resulting from these investment for the ~~six~~nine months ended ~~June~~September 30, 2022 which represents our proportionate share of our investee’s income.

Deposits

Total deposits as of ~~June~~September 30, 2022 were ~~$8.52~~$8.75 billion, an increase of ~~$1.15~~$1.38 billion, or ~~15.7%~~18.8%, compared to $7.36 billion as of December 31, 2021. The increase from December 31, 2021 was primarily the result of increases of ~~$730.9~~$993.4 million

in interest-bearing transaction and savings deposits, ~~and $437.1~~$300.7 million in noninterest-bearing demand deposits, ~~partially offset by $14.0~~and $90.8 million ~~decrease~~ in certificates and other time deposits.

Borrowings

We utilize short-term and long-term borrowings to supplement deposits to fund our lending and investment activities, each of which is discussed below.

FHLB Advances

The FHLB allows us to borrow on a blanket floating lien status collateralized by certain securities and loans. As of each of ~~June~~September 30, 2022 and December 31, 2021, total borrowing capacity of ~~$2.66~~$2.90 billion and $777.5 million, respectively, was available under this arrangement and ~~$1.00~~$1.15 billion and $227.8 million, respectively, was outstanding with a weighted average interest rate of ~~1.32%~~1.26% for the ~~six~~nine months ended ~~June~~September 30, 2022 and 0.94% for the year ended December 31, 2021. FHLB has also issued standby letters of credit to the Company for ~~$1.1~~$1.09 billion and $777.6 million as of each of ~~June~~September 30, 2022 and December 31, 2021, respectively. Our current FHLB advances mature within ~~thirteen~~twelve years. Other than FHLB borrowings, we had no other short-term borrowings at the dates indicated.

FRB

The FRB has an available borrower in custody arrangement, which allows us to borrow on a collateralized basis. Certain securities and commercial and consumer loans are pledged under this arrangement. We maintain this borrowing arrangement to meet liquidity needs pursuant to our contingency funding plan. As of ~~June~~September 30, 2022 and December 31, 2021, ~~$1.10~~$1.09 billion and $995.1 million were available under this arrangement based on collateral values of pledged commercial and consumer loans. As of ~~June~~September 30, 2022 and December 31, 2021, no borrowings were outstanding under this arrangement.

Junior subordinated debentures and subordinated notes

The table below details our junior subordinated debentures and subordinated notes. Refer to Note 14 “Borrowed Funds” in our 2021 10-K for further discussion on the details of our junior subordinated debentures and subordinated notes.


		June 30, 2022			September 30, 2022
		Balance		Rate			Balance		Rate
		(Dollars in thousands)			(Dollars in thousands)
Junior subordinated debentures	Junior subordinated debentures					Junior subordinated debentures
Parkway National Capital Trust I	Parkway National Capital Trust I	$	3,093	3.68%		Parkway National Capital Trust I	$	3,093	5.14%
SovDallas Capital Trust I	SovDallas Capital Trust I	8,609		4.97%		SovDallas Capital Trust I	8,609		6.28%
Patriot Bancshares Capital Trust I	Patriot Bancshares Capital Trust I	5,155		2.89%		Patriot Bancshares Capital Trust I	5,155		4.36%
Patriot Bancshares Capital Trust II	Patriot Bancshares Capital Trust II	17,011		3.63%		Patriot Bancshares Capital Trust II	17,011		5.09%
Subordinated notes	Subordinated notes					Subordinated notes
4.75% Fixed-to-Floating Rate Subordinated Notes	4.75% Fixed-to-Floating Rate Subordinated Notes	75,000		4.75%		4.75% Fixed-to-Floating Rate Subordinated Notes	75,000		4.75%
4.125% Fixed-to-Floating Rate Subordinated Notes	4.125% Fixed-to-Floating Rate Subordinated Notes	125,000		4.13%		4.125% Fixed-to-Floating Rate Subordinated Notes	125,000		4.13%

Liquidity and Capital Resources

Liquidity

Liquidity management involves our ability to raise funds to support asset growth and acquisitions or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate on an ongoing basis and manage unexpected events. For the ~~six~~nine months ended ~~June~~September 30, 2022 and the year ended December 31, 2021, our liquidity needs were primarily met by core deposits, wholesale borrowings, security and loan maturities and amortizing investment and loan portfolios. Use of brokered deposits, purchased funds from correspondent banks and overnight advances from the FHLB and the FRB are available and have been utilized to take advantage of the cost of these funding sources. We maintained five lines of credit with commercial banks that provide for extensions of credit with an availability to borrow up to an aggregate of $175.0 million as of ~~June~~September 30, 2022 and December 31, 2021. There were no advances under these lines of credit outstanding as of ~~June~~September 30, 2022 and December 31, 2021.

In addition, ~~$7.3~~$2.8 million was available in conjunction with the Paycheck Protection Program Liquidity Program (“PPPLF”) which is a lending facility offered by the FRB to facilitate lending to small businesses under the PPP. As of ~~June~~September 30, 2022, we have not utilized the PPPLF.

The following table illustrates, during the periods presented, the mix of our funding sources and the average assets in which those funds are invested as a percentage of our average total assets for the period indicated. Average assets totaled ~~$10.4~~$10.7 billion for the ~~six~~nine months ended ~~June~~September 30, 2022 and $9.36 billion for the year ended December 31, 2021.


		For the		For the			For the		For the
		Six Months Ended		Year Ended			Nine Months Ended		Year Ended
		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Sources of Funds:	Sources of Funds:					Sources of Funds:
Deposits:	Deposits:					Deposits:
Noninterest-bearing	Noninterest-bearing	26.4	%	24.1	%	Noninterest-bearing	26.1	%	24.1	%
Interest-bearing	Interest-bearing	35.0		34.2		Interest-bearing	35.4		34.2
Certificates and other time deposits	Certificates and other time deposits	14.3		16.5		Certificates and other time deposits	14.4		16.5
Advances from FHLB	Advances from FHLB	7.8		8.3		Advances from FHLB	7.8		8.3
Other borrowings	Other borrowings	2.2		2.8		Other borrowings	2.2		2.8
Other liabilities	Other liabilities	0.8		0.6		Other liabilities	0.9		0.6
Stockholders’ equity	Stockholders’ equity	13.5		13.5		Stockholders’ equity	13.2		13.5
Total	Total	100.0	%	100.0	%	Total	100.0	%	100.0	%
Uses of Funds:	Uses of Funds:					Uses of Funds:
Loans	Loans	73.5	%	73.2	%	Loans	74.2	%	73.2	%
Debt Securities	Debt Securities	11.9		12.0		Debt Securities	11.9		12.0
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	4.5		1.5		Interest-bearing deposits in other banks	3.9		1.5
Other noninterest-earning assets	Other noninterest-earning assets	10.1		13.3		Other noninterest-earning assets	10.0		13.3
Total	Total	100.0	%	100.0	%	Total	100.0	%	100.0	%
Average noninterest-bearing deposits to average deposits	Average noninterest-bearing deposits to average deposits	34.9	%	32.3	%	Average noninterest-bearing deposits to average deposits	34.4	%	32.3	%

Average loans, excluding PPP and MW, to average deposits	Average loans, excluding PPP and MW, to average deposits	92.0	%	89.9	%	Average loans, excluding PPP and MW, to average deposits	92.8	%	89.9	%

Our primary source of funds is deposits, and our primary use of funds is loans. We do not expect a change in the primary source or use of our funds in the foreseeable future. Our average LHI increased ~~14.4%~~19.6% for the ~~six~~nine months ended ~~June~~September 30, 2022 compared to the year ended December 31, 2021. We invest excess deposits in interest-bearing deposits at other banks, the Federal Reserve or liquid investments securities until these monies are needed to fund loan growth.

As of ~~June~~September 30, 2022, we had ~~$4.19~~$4.54 billion in outstanding commitments to extend credit, ~~$953.0 million~~$1.10 billion in unconditionally cancellable MW commitments and ~~$82.0~~$96.9 million in commitments associated with outstanding standby and commercial letters of credit. As of December 31, 2021, we had $3.81 billion in outstanding commitments to extend credit, $716.4 million in MW commitments and $65.9 million in commitments associated with outstanding standby and commercial letters of credit. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.

As of ~~June~~September 30, 2022, we had cash and cash equivalents of ~~$410.7~~$433.9 million compared to $379.8 million as of December 31, 2021.

Analysis of Cash Flows


		For the		For the			For the
		Six Months Ended		Six Months Ended			Nine Months Ended September 30,
		June 30, 2022		June 30, 2021			2022		2021
		(In thousands)					(In thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	99,241	$	147,190	Net cash provided by operating activities	$	149,388	$	190,047
Net cash used in investing activities	Net cash used in investing activities	(1,573,493)		(435,780)		Net cash used in investing activities	(1,970,773)		(818,736)
Net cash provided by financing activities	Net cash provided by financing activities	1,505,184		447,792		Net cash provided by financing activities	1,875,498		627,576
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	30,932	$	159,202	Net change in cash and cash equivalents	$	54,113	$	(1,113)

Cash Flows Provided by Operating Activities

For the ~~six~~nine months ended ~~June~~September 30, 2022, net cash provided by operating activities decreased by ~~$47.9~~$40.7 million when compared to the same period in 2021. The decrease in cash from operating activities was primarily related to the cash received for the termination of derivatives designated as hedging instruments of $43.9 million.

Cash Flows Used in Investing Activities

For the ~~six~~nine months ended ~~June~~September 30, 2022, net cash used in investing activities increased by ~~$1.14~~$1.15 billion when compared to the same period in 2021. The increase in cash used in investing activities was primarily attributable to a ~~$280.9 million increase in purchases of AFS debt securities and a $857.4 million~~$1.10 billion increase in originations of net loans held for ~~investment.~~investment and a $269.2 million increase in purchases of AFS debt securities.

Cash Flows Provided by Financing Activities

For the ~~six~~nine months ended ~~June~~September 30, 2022, net cash provided by financing activities increased by ~~$1.06~~$1.25 billion when compared to the same period in 2021. The increase in cash provided by financing activities was primarily attributable to a ~~$688.0~~$718.8 million increase in deposits, a ~~$221.2~~$372.6 million increase in advances from FHLB and a $153.9 million increase proceeds from our common stock offering completed during the ~~six~~nine months ended ~~June~~September 30, 2022.

As of the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, we had no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature.

Capital Resources

Total stockholders’ equity increased to ~~$1.43~~$1.41 billion as of ~~June~~September 30, 2022, compared to $1.32 billion as of December 31, 2021, an increase of ~~$114.4~~$96.8 million, or ~~8.7%~~7.4%. The increase from December 31, 2021 to ~~June~~September 30, 2022 was primarily the result of our $153.8 million common stock offering, ~~$63.1~~$106.4 million of net income recognized, along with ~~$6.0~~$9.1 million in stock-based compensation and a ~~$618~~$578 thousand increase due to the exercise of employee stock options during the ~~six~~nine months ended ~~June~~September 30, 2022. This increase was partially offset by ~~$85.5~~$138.6 million in other comprehensive ~~income~~loss and ~~$20.7~~$31.5 million in dividends declared and paid during the ~~six~~nine months ended ~~June~~September 30, 2022.

By comparison, total stockholders’ equity increased to ~~$1.27~~$1.28 billion as of ~~June~~September 30, 2021, compared to $1.20 billion as of December 31, 2020, an increase of ~~$69.5~~$80.8 million, or ~~5.8%~~6.7%. The increase from December 31, 2020 to ~~June~~September 30, 2021 was primarily the result of ~~$61.2~~$98.1 million of net income recognized, an increase of ~~$21.0~~$13.4 million in other comprehensive income, a ~~$3.5~~$4.1 million increase due to the exercise of employee stock options, and ~~$5.2~~$7.8 million in stock-based compensation recognized during the ~~six~~nine months ended ~~June~~September 30, 2021. This increase was partially offset by ~~$4.1~~$15.5 million in stock buybacks and ~~$16.8~~$26.7 million in dividends declared and paid during the ~~six~~nine months ended ~~June~~September 30, 2021.

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Capital management consists of providing equity to support our current and future operations. Our regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. We are subject to regulatory capital requirements at the bank holding company and bank levels. See Note 12 – “Capital Requirements and Restrictions on Retained Earnings” in the notes to our consolidated financial statements for additional discussion regarding the regulatory capital requirements applicable to us and the Bank. As of ~~June~~September 30, 2022 and December 31, 2021, we and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank was classified as “well capitalized” for purposes of the PCA regulations. As we employ our capital and continue to grow our operations, our regulatory capital levels may decrease depending on our level of earnings. However, we expect to monitor and control our growth in order to remain in compliance with all regulatory capital standards applicable to us.

On March 8, 2022, the Company completed an underwritten public offering of 3,947,369 shares of its common stock at $38.00 per share. On March 10, 2022, the representatives of the underwriters delivered to the Company a written notice of exercise by the underwriters of the underwriters' option to purchase an additional 367,105 shares of the Company's common stock at $38.00 per share, which subsequently closed on March 14, 2022. Net proceeds, after deducting underwriting discounts and offering expenses, of such offering were approximately $153.8 million. The Company intends to use the net proceeds from the Offering for general corporate purposes and to support its continued growth, including investments in Veritex Bank and future strategic acquisitions.

The following table presents the actual capital amounts and regulatory capital ratios for us and the Bank as of the dates indicated.


		As of June 30,				As of December 31,					As of September 30,				As of December 31,
		2022				2021					2022				2021
		Amount		Ratio		Amount		Ratio			Amount		Ratio		Amount		Ratio
		(Dollars in thousands)									(Dollars in thousands)
Veritex Holdings, Inc.	Veritex Holdings, Inc.									Veritex Holdings, Inc.
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	$	1,311,164	11.95	%	$	1,100,404	11.60	%	Total capital (to risk-weighted assets)	$	1,354,690	11.68	%	$	1,100,404	11.60	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	1,044,951		9.52		843,585		8.89		Tier 1 capital (to risk-weighted assets)	1,084,444		9.35		843,585		8.89
Common equity tier 1 (to risk-weighted assets)	Common equity tier 1 (to risk-weighted assets)	1,015,393		9.25		814,138		8.58		Common equity tier 1 (to risk-weighted assets)	1,054,831		9.09		814,138		8.58
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	1,044,951		10.14		843,585		9.05		Tier 1 capital (to average assets)	1,084,444		9.79		843,585		9.05
Veritex Community Bank	Veritex Community Bank									Veritex Community Bank
Total capital (to risk-weighted assets)	Total capital (to risk-weighted assets)	$	1,292,821	11.78	%	$	1,053,871	11.11	%	Total capital (to risk-weighted assets)	$	1,331,963	11.49	%	$	1,053,871	11.11	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	1,224,304		11.16		994,351		10.48		Tier 1 capital (to risk-weighted assets)	1,259,609		10.87		994,351		10.48
Common equity tier 1 (to risk-weighted assets)	Common equity tier 1 (to risk-weighted assets)	1,224,304		11.16		994,351		10.48		Common equity tier 1 (to risk-weighted assets)	1,259,609		10.87		994,351		10.48
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	1,224,304		11.89		994,351		10.69		Tier 1 capital (to average assets)	1,259,609		11.38		994,351		10.69

Contractual Obligations

In the ordinary course of the Company’s operations, we have entered into contractual obligations and have made other commitments to make future payments. Other than normal changes in the ordinary course of business and changes discussed within “Financial Condition—Borrowings,” there have been no significant changes in the types of contractual obligations or amounts due as of ~~June~~September 30, 2022 since December 31, 2021 as reported in our Annual Report on Form 10-K for the year ended December 31, 2021.

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Critical Accounting Policies

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 policies which we believe to be the most critical in preparing our consolidated financial statements relate to ACL, business combinations, debt securities and goodwill. Since December 31, 2021, there have been no changes in critical accounting policies as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Form 10-K for the year ended December 31, 2021, except for those updates discussed in Note 1 - Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included in this report.

Special Cautionary Notice Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the expected payment date of our quarterly cash dividend, impact of certain changes in our accounting policies, standards and interpretations, the effects of the COVID-19 pandemic and actions taken in response thereto, our future financial performance, business and growth strategy, projected plans and objectives, as well as other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact broader economic and industry trends, and any such variations may be material. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. You should understand that the following important factors could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements:

•risks related to the concentration of our business in Texas, and specifically within the Dallas-Fort Worth metroplex and the Houston metropolitan area, including risks associated with any downturn in the real estate sector and risks associated with a decline in the values of single family homes in the Dallas-Fort Worth metroplex and the Houston metropolitan area;

•uncertain market conditions and economic trends nationally, regionally and particularly in the Dallas-Fort Worth metroplex, Houston metropolitan area and Texas, including as a result of the COVID-19 pandemic;

•risks related to the impact of the COVID-19 pandemic on our business and operations;

•possible additional loan losses and impairment of the collectability of loans, particularly as a result of the COVID-19 pandemic and the programs implemented by the CARES Act, including its automatic loan forbearance provisions, and our PPP lending activities;

•the effects of regional or national civil unrest;

•changes in market interest rates that affect the pricing of our loans and deposits and our net interest income;

•risks related to our strategic focus on lending to small to medium-sized businesses;

•the sufficiency of the assumptions and estimates we make in establishing reserves for potential loan losses;

•our ability to implement our growth strategy, including identifying and consummating suitable acquisitions;

•our ability to recruit and retain successful bankers that meet our expectations in terms of customer relationships and profitability;

•changes in our accounting policies, standards and interpretations;

•our ability to retain executive officers and key employees and their customer and community relationships;

•risks associated with our CRE and construction loan portfolios, including the risks inherent in the valuation of the collateral securing such loans;

•risks associated with our commercial loan portfolio, including the risk of deterioration in value of the general business assets that generally secure such loans;

•our level of nonperforming assets and the costs associated with resolving problem loans, if any, and complying with government-imposed foreclosure moratoriums;

•potential changes in the prices, values and sales volumes of commercial and residential real estate securing our real estate loans;

7270

•risks related to the significant amount of credit that we have extended to a limited number of borrowers and in a limited geographic area;

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

•our ability to maintain adequate liquidity (including in compliance with CBLR standards and the effect of the transition to the CECL methodology for allowances and related adjustments) and to raise necessary capital to fund our acquisition strategy and operations or to meet increased minimum regulatory capital levels;

•potential fluctuations in the market value and liquidity of our debt securities;

•the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;

•our ability to maintain an effective system of disclosure controls and procedures and internal control over financial reporting;

•risks associated with fraudulent and negligent acts by our customers, employees or vendors;

•our ability to keep pace with technological change or difficulties when implementing new technologies;

•risks associated with difficulties and/or terminations with third-party service providers and the services they provide;

•risks associated with unauthorized access, cyber-crime and other threats to data security;

•potential impairment on the goodwill we have recorded or may record in connection with business acquisitions;

•our ability to comply with various governmental and regulatory requirements applicable to financial institutions;

•the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, and economic stimulus programs;

•uncertainty regarding the future of LIBOR and any replacement alternatives on our business;

•governmental monetary and fiscal policies, including the policies of the Federal Reserve;

•our ability to comply with supervisory actions by federal and state banking agencies;

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

•systemic risks associated with the soundness of other financial institutions.

Other factors not identified above, including those described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Report on Form 10-Q for the ~~quarter~~quarters ended March 31, 2022 and June 30, 2022, respectively, as well as the information contained in this Quarterly Report on Form 10-Q, may also cause actual results to differ materially from those described in our forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond our control. You should consider these factors in connection with considering any forward-looking statements that may be made by us. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our asset, liability and funds management policy provides management with the guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We manage our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. 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 market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. With exception of our cash flow hedges designated as a hedging instrument, we do not enter into instruments such as leveraged derivatives, interest rate swaps, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk. We enter into interest rate swaps, caps and collars as an accommodation to our customers in connection with our interest rate swap program. 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.

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Our exposure to interest rate risk is managed by the Asset-Liability Committee of the Bank in accordance with policies approved by its board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities, and an interest rate shock simulation model.

We use an interest rate risk simulation model and shock analysis to test the interest rate sensitivity of net interest income and the balance sheet, respectively. Contractual maturities and repricing opportunities of loans are incorporated in the model as are prepayment assumptions, maturity data and call options within the investment portfolio.

We utilize static balance sheet rate shocks to estimate the potential impact on net interest income of changes in interest

rates under various rate scenarios. This analysis estimates a percentage of change in the metric from the stable rate base scenario versus alternative scenarios of rising and falling market interest rates by instantaneously shocking a static balance sheet. Internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net income at risk for the subsequent one-year period should not decline by more than 5.0% for a 100 basis point shift, 10.0% for a 200 basis point shift, and 15.0% for a 300 basis point shift.

The following table summarizes the simulated change in net interest income and fair value of equity over a 12-month horizon as of the dates indicated:


		As of June 30, 2022				As of December 31, 2021					As of September 30, 2022				As of December 31, 2021
		Percent Change		Percent Change		Percent Change		Percent Change			Percent Change		Percent Change		Percent Change		Percent Change
Change in Interest	Change in Interest	in Net Interest		in Fair Value		in Net Interest		in Fair Value		Change in Interest	in Net Interest		in Fair Value		in Net Interest		in Fair Value
Rates (Basis Points)	Rates (Basis Points)	Income		of Equity		Income		of Equity		Rates (Basis Points)	Income		of Equity		Income		of Equity
+ 300	+ 300	15.02	%	7.62	%	20.31	%	15.79	%	+ 300	10.05	%	4.58	%	20.31	%	15.79	%
+ 200	+ 200	10.01	%	5.57	%	13.13	%	11.62	%	+ 200	6.73	%	3.67	%	13.13	%	11.62	%
+ 100	+ 100	4.99	%	3.10	%	6.60	%	6.64	%	+ 100	3.40	%	2.26	%	6.60	%	6.64	%
Base	Base	—	%	—	%	—	%	—	%	Base	—	%	—	%	—	%	—	%
−100	−100	(5.06)	%	(4.15)	%	(3.85)	%	(11.68)	%	−100	(4.34)	%	(3.18)	%	(3.85)	%	(11.68)	%

The results are primarily due to behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interest rates on these deposits change more slowly than changes in the discount and federal funds rates. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis. The assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various strategies.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures — As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO), 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 CEO and CFO concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of the end of the period covered by this Report. In making this determination, our management, with the supervision and participation of our CEO and CFO, considered a reportable event on a Current Report on Form 8-K that occurred during the period covered by this report, which was untimely but eventually filed with the SEC one day late due to an oversight, and which management believes does not change the effectiveness of our disclosure controls as of the end of the period covered by this report.

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

7573

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time subject to claims and litigation arising in the ordinary course of business. These claims and litigation may include, among other things, allegations of violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. We intend to defend ourselves vigorously against any pending or future claims and litigation.

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

Item 1A. Risk Factors

In evaluating an investment in our common stock, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, as well as the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements filed with the SEC.

There has been no material change in the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

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

None.

Item 3. ~~Defaults Upon Senior Securities~~

~~None.~~

~~Item 4.~~ ~~Mine Safety Disclosures~~

~~Not Applicable.~~

~~Item 5.Other Information~~

~~None.~~

~~Item~~ 6. Exhibits


Exhibit Number						Description of Exhibit
2.3						Agreement and Plan of Reorganization dated July 23, 2018, by and among Veritex Holdings, Inc., MustMS, Inc. and Green Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 24, 2018).
3.2						Third Amended and Restated Bylaws of Veritex Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed July 25, 2017).




31.1*						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*						The following materials from Veritex Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2022, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Cover Page, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Income, (iv) Consolidated Statements of Comprehensive Income, (v) Consolidated Statements of Changes in Stockholders’ Equity, (vi) Consolidated Statements of Cash Flows, and (vii) Notes to Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed with this Quarterly Report on Form 10-Q

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

7774

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.



						VERITEX HOLDINGS, INC.
						(Registrant)





Date: ~~August 5,~~November 4, 2022						/s/ C. Malcolm Holland, III
						C. Malcolm Holland, III
						Chairman and Chief Executive Officer
						(Principal Executive Officer)




Date: ~~August 5,~~November 4, 2022						/s/ Terry S. Earley
						Terry S. Earley
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

7875


1 - 4 family residential:
Pass	$	57,683	$	177,912	$	84,036	$	33,611	$	38,949	$	224,941	$	142,865	$	2,240	$	762,237
Special mention	—		—		—		—		—		421		—		—		421
Substandard	—		230		—		—		—		668		576		—		1,474
PCD	—		—		—		—		—		1,128		—		—		1,128
Total 1 - 4 family residential	$	57,683	$	178,142	$	84,036	$	33,611	$	38,949	$	227,158	$	143,441	$	2,240	$	765,260

Multi-family residential:
Pass	$	5,317	$	44,351	$	46,891	$	10,528	$	18,635	$	9,284	$	119,799	$	199	$	255,004
Special mention	—		—		—		—		—		—		21,628		—		21,628


Total multi-family residential	$	5,317	$	44,351	$	46,891	$	10,528	$	18,635	$	9,284	$	141,427	$	199	$	276,632

OOCRE:
Pass	$	68,310	$	111,128	$	84,871	$	45,626	$	39,477	$	150,829	$	75,448	$	14,079	$	589,768
Special mention	—		2,375		—		592		—		1,667		878		—		5,512
Substandard	—		200		—		—		18,882		7,275		2,870		—		29,227
PCD	—		—		—		—		—		22,216		—		—		22,216
Total OOCRE	$	68,310	$	113,703	$	84,871	$	46,218	$	58,359	$	181,987	$	79,196	$	14,079	$	646,723

NOOCRE:
Pass	$	260,978	$	209,568	$	168,029	$	67,503	$	149,142	$	292,139	$	859,292	$	3,753	$	2,010,404
Special mention	—		—		—		760		12,329		46,718		63,746		—		123,553
Substandard	—		—		—		1,398		7,478		36,631		10,148		—		55,655
PCD	—		—		—		—		13,773		585		—		—		14,358
Total NOOCRE	$	260,978	$	209,568	$	168,029	$	69,661	$	182,722	$	376,073	$	933,186	$	3,753	$	2,203,970

Commercial:
Pass	$	117,661	$	137,728	$	71,998	$	89,377	$	20,243	$	27,508	$	1,875,189	$	6,254	$	2,345,958
Special mention	—		11,108		1,017		82		8,962		4,784		20,921		—		46,874
Substandard	—		4,560		2,511		3,708		11,713		529		27,407		257		50,685
PCD	—		—		—		—		294		6,592		—		—		6,886
Total commercial	$	117,661	$	153,396	$	75,526	$	93,167	$	41,212	$	39,413	$	1,923,517	$	6,511	$	2,450,403

MW:
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	628,732	$	129	$	628,861

Substandard	—		—		—		—		—		—		430		—		430

Total MW	$	—	$	—	$	—	$	—	$	—	$	—	$	629,162	$	129	$	629,291

Consumer:
Pass	$	887	$	534	$	1,105	$	294	$	177	$	2,717	$	1,516	$	—	$	7,230
Special mention	—		—		—		—		—		74		—		—		74
Substandard	—		—		15		—		17		153		1		—		186
PCD	—		—		—		—		—		30		—		—		30
Total consumer	$	887	$	534	$	1,120	$	294	$	194	$	2,974	$	1,517	$	—	$	7,520

Total Pass	$	535,608	$	740,809	$	482,290	$	253,681	$	273,409	$	724,683	$	5,137,928	$	27,485	$	8,175,893


	For the Six Months Ended
	June 30, 2022 vs. 2021
	Increase (Decrease)

	Due to Change in
	Volume		Rate		Total
	(In thousands)
Interest-earning assets:
Loans	$	25,256	$	(4,884)	$	20,372
LHI, MW	(488)		194		(294)
PPP loans	(1,657)		—		(1,657)
Debt securities	2,086		342		2,428
Interest-bearing deposits in other banks	11		671		682
Equity securities and other investments	1,395		(763)		632
Total increase (decrease) in interest income	26,603		(4,440)		22,163
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	592		1,612		2,204
Certificates and other time deposits	(115)		(2,524)		(2,639)
Advances from FHLB	120		(1,380)		(1,260)
Subordinated debentures and subordinated notes	(785)		(111)		(896)
Total decrease in interest expense	(188)		(2,403)		(2,591)
Increase in net interest income	$	26,791	$	(2,037)	$	24,754