UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: ~~September~~June 30, ~~2022~~2023


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 001-38888


			Red River Bancshares, Inc.
			(Exact name of registrant as specified in its charter)


Louisiana						72-1412058
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)


1412 Centre Court Drive, Suite ~~501,~~301, Alexandria, Louisiana						71301
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (318) ~~561-5028~~561-4000

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	RRBI	The Nasdaq Stock Market, LLC

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

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


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

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

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

As of ~~October~~July 31, ~~2022,~~2023, the registrant had ~~7,183,915~~7,175,056 shares of common stock, no par value, issued and outstanding.

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		Page
Glossary of Terms		3
Cautionary Note Regarding Forward-Looking Statements		5

PART I	Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	7
	Consolidated Statements of Income	8
	Consolidated Statements of Comprehensive Income	9
	Consolidated Statements of Changes in Stockholders’ Equity	10
	Consolidated Statements of Cash Flows	1211
	Notes to Unaudited Consolidated Financial Statements	1413
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3334
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60

PART II	Other Information
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6162
Item 3.	Defaults Upon Senior Securities	6163
Item 4.	Mine Safety Disclosures	6163
Item 5.	Other Information	6163
Item 6.	Exhibits	6263
	Signatures	6364

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GLOSSARY OF TERMS

Unless the context indicates otherwise, references in this filing to “we,” “our,” “us,” “the Company,” and “our company” refer to Red River Bancshares, Inc., a Louisiana corporation and bank holding company, and its consolidated subsidiaries. All references in this filing to “Red River Bank,” “the bank,” and “the Bank” refer to Red River Bank, our wholly owned bank subsidiary.

Other abbreviations or acronyms used in this filing are defined below.


ABBREVIATION OR ACRONYM						DEFINITION
ACL						Allowance for credit losses
AFS						Available-for-sale
ALL						Allowance for loan losses
AOCI						Accumulated other comprehensive income or loss
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
Basel III						Basel Committee’s 2010 Regulatory Capital Framework (Third Accord)
BOLI						Bank-owned life insurance
bp(s)						Basis point(s)

CARES Act						Coronavirus Aid, Relief, and Economic Security Act, as amended
CBLR						Community bank leverage ratio
CCB						Capital conservation buffer
CECL						Current Expected Credit Losses, related to ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
COVID-19						Coronavirus Disease 2019
CRA						Community Reinvestment Act
Director Compensation Program						Amended and Restated Director Compensation program, which allows directors of the Company and the Bank an opportunity to select how to receive their annual director fees.
Economic Aid Act						Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act
Economic Growth Act						Economic Growth, Regulatory Relief, and Consumer Protection Act
EPS						Earnings per share
Exchange Act						Securities Exchange Act of 1934, as amended
FDIC						Federal Deposit Insurance Corporation
Federal Reserve						Board of Governors of the Federal Reserve System
~~FOMC~~						~~Federal Open Market Committee~~
FHLB						Federal Home Loan Bank of Dallas
FOMC						Federal Open Market Committee
FTE						Fully taxable equivalent basis
GAAP						Generally Accepted Accounting Principles in the United States of America
HFI						Held for investment
HFS						Held for sale
HTM						Held-to-maturity

LDPO						Loan and deposit production office
LIBOR						London Interbank Offered Rate
MSA						Metropolitan statistical area
NOW						Negotiable order of withdrawal
NPA(s)						Nonperforming asset(s)
OFI						Office of Financial Institutions
~~OTTI~~						~~Other-than-temporary impairment~~
Policy Statement						Federal Reserve’s Small Bank Holding Company Policy Statement
PPP						Paycheck Protection Program
Report						Quarterly Report on Form 10-Q
~~SBA~~						~~Small Business Administration~~

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ABBREVIATION OR ACRONYM						DEFINITION
SBA						Small Business Administration
SBIC						Small Business Investment Company
Securities Act						Securities Act of 1933, as amended
SEC						Securities and Exchange Commission
TDR(s)						Troubled debt restructuring(s)

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words, or such other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

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

•business and economic conditions generally and in the financial services industry, nationally and within our local market areas;

•the impact of COVID-19 (including the emergence of multiple COVID-19 variants) on our business, the communities where we have our banking centers, the state of Louisiana, and the United States, related to the economy and overall financial stability;

•government and regulatory responses to the COVID-19 pandemic;

•government intervention in the U.S. financial system, including the effects of recent and future legislative, tax, accounting, and regulatory actions and reforms, including the CARES Act, the American Rescue Plan Act of 2021, and the Economic Aid Act, which established the SBA PPP, the Inflation Reduction Act of 2022, and other stimulus legislation or changes in banking, securities, accounting, and tax laws and regulations, and their application by our regulators;

•changes in management personnel;

•increased competition in the financial services industry, particularly from regional and national institutions;

•volatility and direction of market interest rates;

•our ability to maintain important deposit customer relationships and our reputation, and to otherwise avoid liquidity risks;

•factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers, and the success of construction projects that we finance, including any loans acquired in acquisition transactions;

•changes in the value of collateral securing our loans;

•risks associated with system failures or failures to protect against cybersecurity threats, such as breaches of our network security;

•deterioration of our asset quality;

•the adequacy of our reserves, including our allowance for loan losses;

•operational risks associated with our business;

•natural disasters and adverse weather, acts of terrorism, pandemics, an outbreak of hostilities, including the ongoing military conflict between Russia and Ukraine, or other international or domestic calamities, and other matters beyond our control;

•our ability to prudently manage our growth and execute our strategy;

•compliance with the extensive regulatory framework that applies to us;

•the cessation of LIBOR effective June 30, 2023, and the impact of any replacement alternatives on our business;

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

•the risk factors found in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, as well as in “Part II - Item 1A. Risk Factors” of this Report and other reports and documents we file from time to time with the SEC.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Report. Additional information on these and other risk factors can be found in “Part II - Item 1A. Risk Factors” of this Report and in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by applicable law. New ~~factors~~risks emerge from time to time, and it is not possible for us to predict ~~which~~what risks will arise. In addition, we cannot

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assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RED RIVER BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in thousands, except share amounts)	(in thousands, except share amounts)	September 30, 2022		December 31, 2021		(in thousands, except share amounts)	June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Cash and due from banks	Cash and due from banks	$	39,465	$	23,143	Cash and due from banks	$	36,662	$	37,824
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	261,608		761,721		Interest-bearing deposits in other banks	185,409		240,568
Total Cash and Cash Equivalents	Total Cash and Cash Equivalents	301,073		784,864		Total Cash and Cash Equivalents	222,071		278,392
Securities available-for-sale, at fair value	Securities available-for-sale, at fair value	609,748		659,178		Securities available-for-sale, at fair value	588,478		614,407
Securities held-to-maturity, at amortized cost	Securities held-to-maturity, at amortized cost	154,736		—		Securities held-to-maturity, at amortized cost	146,569		151,683
Equity securities, at fair value	Equity securities, at fair value	—		7,846		Equity securities, at fair value	3,946		9,979
Nonmarketable equity securities	Nonmarketable equity securities	3,460		3,450		Nonmarketable equity securities	4,330		3,478
Loans held for sale	Loans held for sale	1,536		4,290		Loans held for sale	4,586		518
Loans held for investment	Loans held for investment	1,879,669		1,683,832		Loans held for investment	1,947,631		1,916,267
Allowance for loan losses		(19,953)		(19,176)
Allowance for credit losses						Allowance for credit losses	(21,085)		(20,628)
Premises and equipment, net	Premises and equipment, net	52,820		48,056		Premises and equipment, net	55,566		54,383
Accrued interest receivable	Accrued interest receivable	7,782		6,245		Accrued interest receivable	8,239		8,830
Bank-owned life insurance	Bank-owned life insurance	28,594		28,061		Bank-owned life insurance	29,141		28,775
Intangible assets	Intangible assets	1,546		1,546		Intangible assets	1,546		1,546
Right-of-use assets	Right-of-use assets	4,262		3,743		Right-of-use assets	3,885		4,137
Other assets	Other assets	34,405		12,775		Other assets	32,291		30,919
Total Assets	Total Assets	$	3,059,678	$	3,224,710	Total Assets	$	3,027,194	$	3,082,686
LIABILITIES	LIABILITIES					LIABILITIES
Noninterest-bearing deposits	Noninterest-bearing deposits	$	1,172,157	$	1,149,672	Noninterest-bearing deposits	$	989,509	$	1,090,539
Interest-bearing deposits	Interest-bearing deposits	1,624,337		1,760,676		Interest-bearing deposits	1,674,674		1,708,397
Total Deposits	Total Deposits	2,796,494		2,910,348		Total Deposits	2,664,183		2,798,936

Other borrowed funds						Other borrowed funds	60,000		—
Accrued interest payable	Accrued interest payable	1,194		1,310		Accrued interest payable	4,098		1,563
Lease liabilities	Lease liabilities	4,377		3,842		Lease liabilities	4,015		4,258
Accrued expenses and other liabilities	Accrued expenses and other liabilities	14,200		11,060		Accrued expenses and other liabilities	11,526		12,176
Total Liabilities	Total Liabilities	2,816,265		2,926,560		Total Liabilities	2,743,822		2,816,933
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES	—		—		COMMITMENTS AND CONTINGENCIES	—		—
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY					STOCKHOLDERS’ EQUITY
Preferred stock, no par value: Authorized - 1,000,000 shares; None Issued and Outstanding	Preferred stock, no par value: Authorized - 1,000,000 shares; None Issued and Outstanding	—		—		Preferred stock, no par value: Authorized - 1,000,000 shares; None Issued and Outstanding	—		—
Common stock, no par value: Authorized - 30,000,000 shares; Issued and Outstanding - 7,183,915 and 7,180,155 shares, respectively		60,050		60,233
Common stock, no par value: Authorized - 30,000,000 shares; Issued and Outstanding - 7,175,056 and 7,183,915 shares, respectively						Common stock, no par value: Authorized - 30,000,000 shares; Issued and Outstanding - 7,175,056 and 7,183,915 shares, respectively	59,187		60,050
Additional paid-in capital	Additional paid-in capital	2,014		1,814		Additional paid-in capital	2,248		2,088
Retained earnings	Retained earnings	265,093		239,876		Retained earnings	291,630		274,781
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(83,744)		(3,773)		Accumulated other comprehensive income (loss)	(69,693)		(71,166)
Total Stockholders’ Equity	Total Stockholders’ Equity	243,413		298,150		Total Stockholders’ Equity	283,372		265,753
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	3,059,678	$	3,224,710	Total Liabilities and Stockholders’ Equity	$	3,027,194	$	3,082,686

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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RED RIVER BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands, except per share data)	(in thousands, except per share data)	2022		2021		2022		2021		(in thousands, except per share data)	2023		2022		2023		2022
INTEREST AND DIVIDEND INCOME	INTEREST AND DIVIDEND INCOME									INTEREST AND DIVIDEND INCOME
Interest and fees on loans	Interest and fees on loans	$	19,740	$	16,993	$	54,543	$	50,509	Interest and fees on loans	$	22,851	$	18,032	$	44,616	$	34,802
Interest on securities	Interest on securities	3,572		2,220		10,210		6,247		Interest on securities	3,665		3,677		7,231		6,639
Interest on federal funds sold	Interest on federal funds sold	317		20		458		67		Interest on federal funds sold	251		116		886		141
Interest on deposits in other banks	Interest on deposits in other banks	1,238		202		2,160		432		Interest on deposits in other banks	1,671		671		3,409		922
Dividends on stock	Dividends on stock	19		7		22		9		Dividends on stock	33		2		61		3
Total Interest and Dividend Income	Total Interest and Dividend Income	24,886		19,442		67,393		57,264		Total Interest and Dividend Income	28,471		22,498		56,203		42,507
INTEREST EXPENSE	INTEREST EXPENSE									INTEREST EXPENSE
Interest on deposits	Interest on deposits	1,798		1,333		4,428		4,317		Interest on deposits	6,933		1,349		11,756		2,630

Interest on other borrowed funds										Interest on other borrowed funds	28		—		28		—
Total Interest Expense	Total Interest Expense	1,798		1,333		4,428		4,317		Total Interest Expense	6,961		1,349		11,784		2,630
Net Interest Income	Net Interest Income	23,088		18,109		62,965		52,947		Net Interest Income	21,510		21,149		44,419		39,877
Provision for loan losses		600		150		1,000		1,750
Net Interest Income After Provision for Loan Losses		22,488		17,959		61,965		51,197
Provision for credit losses										Provision for credit losses	300		250		300		400
Net Interest Income After Provision for Credit Losses										Net Interest Income After Provision for Credit Losses	21,210		20,899		44,119		39,477
NONINTEREST INCOME	NONINTEREST INCOME									NONINTEREST INCOME
Service charges on deposit accounts	Service charges on deposit accounts	1,488		1,258		4,205		3,457		Service charges on deposit accounts	1,435		1,410		2,828		2,718
Debit card income, net	Debit card income, net	934		1,094		2,926		3,344		Debit card income, net	924		1,056		1,858		1,992
Mortgage loan income	Mortgage loan income	624		1,770		2,643		7,009		Mortgage loan income	645		892		920		2,018
Brokerage income	Brokerage income	870		851		2,536		2,491		Brokerage income	923		890		1,730		1,666
Loan and deposit income	Loan and deposit income	502		413		1,283		1,281		Loan and deposit income	517		410		995		781
Bank-owned life insurance income	Bank-owned life insurance income	181		176		533		473		Bank-owned life insurance income	188		180		366		352
Gain (Loss) on equity securities	Gain (Loss) on equity securities	—		(41)		(447)		(100)		Gain (Loss) on equity securities	(64)		(82)		(32)		(447)
Gain (Loss) on sale and call of securities	Gain (Loss) on sale and call of securities	16		—		(59)		193		Gain (Loss) on sale and call of securities	—		(114)		—		(75)
SBIC income	SBIC income	231		136		401		616		SBIC income	1,380		151		1,559		171
Other income (loss)	Other income (loss)	21		(14)		107		57		Other income (loss)	59		67		123		86
Total Noninterest Income	Total Noninterest Income	4,867		5,643		14,128		18,821		Total Noninterest Income	6,007		4,860		10,347		9,262
OPERATING EXPENSES	OPERATING EXPENSES									OPERATING EXPENSES
Personnel expenses	Personnel expenses	8,853		7,956		25,879		24,087		Personnel expenses	9,547		8,574		18,547		17,026
Occupancy and equipment expenses	Occupancy and equipment expenses	1,531		1,412		4,496		4,019		Occupancy and equipment expenses	1,554		1,473		3,271		2,965
Technology expenses	Technology expenses	653		734		2,118		2,144		Technology expenses	642		695		1,390		1,466
Advertising	Advertising	316		282		841		691		Advertising	343		306		624		526
Other business development expenses	Other business development expenses	436		283		1,079		889		Other business development expenses	494		340		930		642
Data processing expense	Data processing expense	604		528		1,484		1,445		Data processing expense	638		564		1,038		880
Other taxes	Other taxes	650		527		1,933		1,584		Other taxes	693		647		1,378		1,283
Loan and deposit expenses	Loan and deposit expenses	164		325		479		773		Loan and deposit expenses	284		185		489		315
Legal and professional expenses	Legal and professional expenses	553		453		1,446		1,189		Legal and professional expenses	580		475		1,097		893
Regulatory assessment expenses	Regulatory assessment expenses	280		251		781		665		Regulatory assessment expenses	397		251		804		501
Other operating expenses	Other operating expenses	1,001		933		3,037		2,753		Other operating expenses	960		961		2,052		2,036
Total Operating Expenses	Total Operating Expenses	15,041		13,684		43,573		40,239		Total Operating Expenses	16,132		14,471		31,620		28,533
Income Before Income Tax Expense	Income Before Income Tax Expense	12,314		9,918		32,520		29,779		Income Before Income Tax Expense	11,085		11,288		22,846		20,206
Income tax expense	Income tax expense	2,128		1,780		5,795		5,337		Income tax expense	2,117		2,141		4,280		3,667
Net Income	Net Income	$	10,186	$	8,138	$	26,725	$	24,442	Net Income	$	8,968	$	9,147	$	18,566	$	16,539
EARNINGS PER SHARE	EARNINGS PER SHARE									EARNINGS PER SHARE
Basic	Basic	$	1.42	$	1.12	$	3.72	$	3.35	Basic	$	1.25	$	1.27	$	2.59	$	2.30
Diluted	Diluted	$	1.42	$	1.12	$	3.71	$	3.34	Diluted	$	1.25	$	1.27	$	2.58	$	2.30

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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RED RIVER BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		2022		2021		(in thousands)	2023		2022		2023		2022
Net income	Net income	$	10,186	$	8,138	$	26,725	$	24,442	Net income	$	8,968	$	9,147	$	18,566	$	16,539
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Unrealized net gain (loss) on securities arising during period	Unrealized net gain (loss) on securities arising during period	(25,847)		(1,416)		(102,802)		(8,645)		Unrealized net gain (loss) on securities arising during period	(1,849)		(26,302)		1,108		(76,954)
Tax effect	Tax effect	5,428		297		21,589		1,815		Tax effect	389		5,523		(231)		16,160
(Gain) Loss on sale and call of securities included in net income	(Gain) Loss on sale and call of securities included in net income	(16)		—		59		(193)		(Gain) Loss on sale and call of securities included in net income	—		114		—		75
Tax effect	Tax effect	3		—		(13)		41		Tax effect	—		(24)		—		(16)
Amortization of unrealized net gain (loss) on securities transferred to held-to-maturity		623		—		1,513		—
Change in unrealized net loss on securities transferred to held-to-maturity										Change in unrealized net loss on securities transferred to held-to-maturity	390		891		755		891
Tax effect	Tax effect	(131)		—		(317)		—		Tax effect	(82)		(187)		(159)		(187)
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(19,940)		(1,119)		(79,971)		(6,982)		Total other comprehensive income (loss)	(1,152)		(19,985)		1,473		(60,031)
Comprehensive Income (Loss)	Comprehensive Income (Loss)	$	(9,754)	$	7,019	$	(53,246)	$	17,460	Comprehensive Income (Loss)	$	7,816	$	(10,838)	$	20,039	$	(43,492)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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RED RIVER BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)


(dollars in thousands, except per share amounts)	(dollars in thousands, except per share amounts)	Common Shares Issued	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		(dollars in thousands, except per share amounts)	Common Shares Issued	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance as of December 31, 2020		7,325,333	$	68,055	$	1,545	$	208,957	$	6,921	$	285,478
Balance as of December 31, 2021													Balance as of December 31, 2021	7,180,155	$	60,233	$	1,814	$	239,876	$	(3,773)	$	298,150
Net income	Net income	—	—		—		8,065		—		8,065		Net income	—	—		—		7,392		—		7,392
Stock incentive plan	Stock incentive plan	—	—		93		—		—		93		Stock incentive plan	—	—		63		—		—		63

Issuance of shares of common stock as board compensation	Issuance of shares of common stock as board compensation	1,075	56		—		—		—		56		Issuance of shares of common stock as board compensation	675	35		—		—		—		35
Repurchase of common stock under stock repurchase program	Repurchase of common stock under stock repurchase program	(19,661)	(1,018)		—		—		—		(1,018)		Repurchase of common stock under stock repurchase program	(4,465)	(218)		—		—		—		(218)
Cash dividend - $0.07 per share	Cash dividend - $0.07 per share	—	—		—		(511)		—		(511)		Cash dividend - $0.07 per share	—	—		—		(502)		—		(502)
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		(7,252)		(7,252)		Other comprehensive income (loss)	—	—		—		—		(40,046)		(40,046)
Balance as of March 31, 2021		7,306,747	$	67,093	$	1,638	$	216,511	$	(331)	$	284,911
Balance as of March 31, 2022													Balance as of March 31, 2022	7,176,365	$	60,050	$	1,877	$	246,766	$	(43,819)	$	264,874
Net income	Net income	—	—		—		8,239		—		8,239		Net income	—	—		—		9,147		—		9,147
Stock incentive plan	Stock incentive plan	—	—		54		—		—		54		Stock incentive plan	—	—		63		—		—		63
Forfeiture of restricted shares of common stock		(100)	—		—		—		—		—
Repurchase of common stock under stock repurchase program		(21,653)	(1,159)		—		—		—		(1,159)

Cash dividend - $0.07 per share	Cash dividend - $0.07 per share	—	—		—		(510)		—		(510)		Cash dividend - $0.07 per share	—	—		—		(503)		—		(503)
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		1,389		1,389		Other comprehensive income (loss)	—	—		—		—		(19,985)		(19,985)
Balance as of June 30, 2021		7,284,994	$	65,934	$	1,692	$	224,240	$	1,058	$	292,924
Net income		—	—		—		8,138		—		8,138
Stock incentive plan		—	—		59		—		—		59
Issuance of restricted shares of common stock through stock incentive plan, net		7,400	—		—		—		—		—
Repurchase of common stock under stock repurchase program		(15,994)	(804)		—		—		—		(804)
Cash dividend - $0.07 per share		—	—		—		(510)		—		(510)
Other comprehensive income (loss)		—	—		—		—		(1,119)		(1,119)
Balance as of September 30, 2021		7,276,400	$	65,130	$	1,751	$	231,868	$	(61)	$	298,688
Balance as of June 30, 2022													Balance as of June 30, 2022	7,176,365	$	60,050	$	1,940	$	255,410	$	(63,804)	$	253,596



Balance as of December 31, 2022	7,183,915	$	60,050	$	2,088	$	274,781	$	(71,166)	$	265,753
Net income	—	—		—		9,598		—		9,598
Stock incentive plan	—	—		69		—		—		69
Forfeiture of restricted shares of common stock	(1,130)	—		—		—		—		—
Issuance of shares of common stock as board compensation	1,660	84		—		—		—		84
Repurchase of common stock under stock repurchase program	(6,795)	(346)		—		—		—		(346)
Cash dividend - $0.08 per share	—	—		—		(574)		—		(574)
Cumulative effect of change in accounting principle	—	—		—		(569)		—		(569)
Other comprehensive income (loss)	—	—		—		—		2,625		2,625
Balance as of March 31, 2023	7,177,650	$	59,788	$	2,157	$	283,236	$	(68,541)	$	276,640
Net income	—	—		—		8,968		—		8,968
Stock incentive plan	—	—		91		—		—		91

Issuance of restricted shares of common stock through stock incentive plan	9,300	—		—		—		—		—
Repurchase of common stock under stock repurchase program	(11,894)	(601)		—		—		—		(601)
Cash dividend - $0.08 per share	—	—		—		(574)		—		(574)
Other comprehensive income (loss)	—	—		—		—		(1,152)		(1,152)
Balance as of June 30, 2023	7,175,056	$	59,187	$	2,248	$	291,630	$	(69,693)	$	283,372

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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~~RED RIVER BANCSHARES, INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED) (UNAUDITED)~~

(dollars in thousands, except per share amounts) Common
Shares Issued Common
Stock Additional Paid-In Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Stockholders’
Equity
Balance as of December 31, 2021 7,180,155 $ 60,233 $ 1,814 $ 239,876 $ (3,773) $ 298,150
Net income — — — 7,392 — 7,392
Stock incentive plan — — 63 — — 63
Issuance of shares of common stock as board compensation 675 35 — — — 35
Repurchase of common stock under stock repurchase program (4,465) (218) — — — (218)
Cash dividend - $0.07 per share — — — (502) — (502)
Other comprehensive income (loss) — — — — (40,046) (40,046)
Balance as of March 31, 2022 7,176,365 $ 60,050 $ 1,877 $ 246,766 $ (43,819) $ 264,874
Net income — — — 9,147 — 9,147
Stock incentive plan — — 63 — — 63
Cash dividend - $0.07 per share — — — (503) — (503)
Other comprehensive income (loss) — — — — (19,985) (19,985)
Balance as of June 30, 2022 7,176,365 $ 60,050 $ 1,940 $ 255,410 $ (63,804) $ 253,596
Net income — — — 10,186 — 10,186
Stock incentive plan — — 74 — — 74
Issuance of restricted shares of common stock through stock incentive plan, net 7,550 — — — — —
Cash dividend - $0.07 per share — — — (503) — (503)
Other comprehensive income (loss) — — — — (19,940) (19,940)
Balance as of September 30, 2022 7,183,915 $ 60,050 $ 2,014 $ 265,093 $ (83,744) $ 243,413

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~

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RED RIVER BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		For the Nine Months Ended September 30,					For the Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Net income	Net income	$	26,725	$	24,442	Net income	$	18,566	$	16,539
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	Adjustments to reconcile net income to net cash provided by (used in) operating activities:					Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	Depreciation	1,516		1,409		Depreciation	1,068		1,003
Amortization	Amortization	406		475		Amortization	277		281
Share-based compensation earned	Share-based compensation earned	200		206		Share-based compensation earned	160		126
Share-based board compensation earned	Share-based board compensation earned	59		34		Share-based board compensation earned	22		39
(Gain) Loss on other assets owned	(Gain) Loss on other assets owned	60		12		(Gain) Loss on other assets owned	1		25
Net (accretion) amortization on securities AFS	Net (accretion) amortization on securities AFS	278		1,888		Net (accretion) amortization on securities AFS	851		322
Net (accretion) amortization on securities HTM						Net (accretion) amortization on securities HTM	(736)		—
(Gain) Loss on sale and call of securities	(Gain) Loss on sale and call of securities	59		(193)		(Gain) Loss on sale and call of securities	—		75
(Gain) Loss on equity securities	(Gain) Loss on equity securities	447		100		(Gain) Loss on equity securities	32		447
Provision for loan losses		1,000		1,750
Provision for credit losses						Provision for credit losses	300		400
Deferred income tax (benefit) expense	Deferred income tax (benefit) expense	377		(660)		Deferred income tax (benefit) expense	(459)		(293)
Net (increase) decrease in loans HFS	Net (increase) decrease in loans HFS	2,754		20,334		Net (increase) decrease in loans HFS	(4,068)		(234)
Net (increase) decrease in accrued interest receivable	Net (increase) decrease in accrued interest receivable	(1,537)		953		Net (increase) decrease in accrued interest receivable	591		(1,111)
Net (increase) decrease in BOLI	Net (increase) decrease in BOLI	(533)		(473)		Net (increase) decrease in BOLI	(366)		(352)
Net increase (decrease) in accrued interest payable	Net increase (decrease) in accrued interest payable	(116)		(434)		Net increase (decrease) in accrued interest payable	2,535		(134)
Net increase (decrease) in accrued income taxes payable	Net increase (decrease) in accrued income taxes payable	621		(96)		Net increase (decrease) in accrued income taxes payable	(747)		226
Other operating activities, net	Other operating activities, net	3,027		323		Other operating activities, net	(109)		836
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	35,343		50,070		Net cash provided by (used in) operating activities	17,918		18,195
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Activity in securities AFS:	Activity in securities AFS:					Activity in securities AFS:
Sales	Sales	31,762		111,522		Sales	—		31,762
Maturities, principal repayments, and calls	Maturities, principal repayments, and calls	60,292		75,143		Maturities, principal repayments, and calls	54,754		45,335
Purchases	Purchases	(313,514)		(267,191)		Purchases	(28,568)		(313,514)
Activity in securities HTM:	Activity in securities HTM:					Activity in securities HTM:
Maturities, principal repayments, and calls	Maturities, principal repayments, and calls	13,074		—		Maturities, principal repayments, and calls	5,850		7,632
Sale of equity securities	Sale of equity securities	7,399		—		Sale of equity securities	6,000		7,399
Purchase of equity securities		—		(4,000)

Purchase of nonmarketable equity securities	Purchase of nonmarketable equity securities	(10)		(2)		Purchase of nonmarketable equity securities	(852)		(2)
Capital contribution in partnerships	Capital contribution in partnerships	(817)		(123)		Capital contribution in partnerships	(816)		(817)
Net (increase) decrease in loans HFI	Net (increase) decrease in loans HFI	(196,060)		(34,946)		Net (increase) decrease in loans HFI	(31,507)		(157,934)

Purchase of bank owned life insurance		—		(5,000)
Proceeds from sales of foreclosed assets		641		96

Purchases of premises and equipment	Purchases of premises and equipment	(6,321)		(1,917)		Purchases of premises and equipment	(2,252)		(5,144)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(403,554)		(126,418)		Net cash provided by (used in) investing activities	2,609		(385,283)
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits	Net increase (decrease) in deposits	(113,854)		364,223		Net increase (decrease) in deposits	(134,753)		(60,153)

Proceeds from other borrowed funds						Proceeds from other borrowed funds	60,000		—

Repurchase of common stock	Repurchase of common stock	(218)		(2,981)		Repurchase of common stock	(947)		(218)

Cash dividends	Cash dividends	(1,508)		(1,531)		Cash dividends	(1,148)		(1,005)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(115,580)		359,711		Net cash provided by (used in) financing activities	(76,848)		(61,376)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(483,791)		283,363		Net change in cash and cash equivalents	(56,321)		(428,464)
Cash and cash equivalents - beginning of period	Cash and cash equivalents - beginning of period	784,864		447,201		Cash and cash equivalents - beginning of period	278,392		784,864
Cash and cash equivalents - end of period	Cash and cash equivalents - end of period	$	301,073	$	730,564	Cash and cash equivalents - end of period	$	222,071	$	356,400

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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	For the Six Months Ended June 30,
(in thousands)	2023		2022
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest	$	9,249	$	2,764
Income taxes	$	5,480	$	3,703

SUPPLEMENTAL INFORMATION FOR NON-CASH INVESTING AND FINANCING ACTIVITIES
Assets acquired in settlement of loans	$	22	$	—
Transfers of investment securities from AFS to HTM, prior to market value adjustment	$	—	$	184,238

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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~~RED RIVER BANCSHARES, INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED)~~

For the Nine Months Ended September 30,
(in thousands) 2022 2021
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest $ 4,545 $ 4,751
Income taxes $ 4,766 $ 6,114
SUPPLEMENTAL INFORMATION FOR NON-CASH INVESTING AND FINANCING ACTIVITIES
Assets acquired in settlement of loans $ — $ 266
Transfers of investment securities from AFS to HTM, prior to market value adjustment $ 184,238 $ —

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~

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RED RIVER BANCSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company were prepared in accordance with GAAP for interim financial information, general practices within the financial services industry, and instructions for Form 10-Q and Regulation S-X. Accordingly, these interim financial statements do not include all of the information or footnotes required by GAAP for annual financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the entire fiscal year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, ~~2021,~~2022, included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Certain prior period amounts have been reclassified to conform to the current period presentation. These changes in presentation did not have a material impact on the Company’s financial condition or results of operations.

Critical Accounting Policies and Estimates

There were no material changes or developments during the reporting period with respect to methodologies the Company uses when applying critical accounting policies and developing critical accounting estimates as disclosed in Note 1 of the notes to the audited consolidated financial statements for the year ended December 31, 2021, that were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In preparing the financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the Company’s financial condition, results of operations, comprehensive income, changes in stockholders’ equity, and cash flows for the interim period presented. These adjustments are of a normal recurring nature and include appropriate estimated provisions.

~~Accounting Standards Adopted in 2022~~

On January 1, 2023, the Company adopted ASU No. ~~2021-05, Leases~~2016-13, Financial Instruments - Credit Losses (Topic ~~842)~~326): ~~Lessors - Certain Leases with Variable Lease Payments.~~ Measurement of Credit Losses on Financial Instruments~~The guidance issued in this update addressed lessors’ concerns by amending~~, which significantly changed the ~~lease classification requirements. The amendments in this update address~~impairment model for most financial assets that are measured at amortized cost, including loans HFI, securities, and unfunded commitments, from an ~~issue~~incurred loss model to an expected loss model. Accounting policies related to ~~a lessor’s accounting~~the allowance for ~~certain leases with variable lease payments. Lessors should classify~~credit losses are considered critical as these policies involve considerable subjective judgment and ~~account~~estimation by management. Changes in factors and forecasts used in evaluating the overall loan portfolio may result in significant changes in the allowance for ~~a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if two criteria are met. Those criteria are that~~credit losses and related provision expense in future periods. The allowance level is influenced by loan portfolio growth, changes in the ~~lease would have been classified as a sales-type lease or a direct financing lease~~quality and composition of the loan portfolio, the level of nonperforming loans, delinquency and charge-off trends, current economic conditions, forecasted information, and other conditions influencing loss expectations. Changes to the assumptions in ~~accordance with GAAP, and that~~ the ~~lessor would have otherwise recognized a day-one loss.~~ ~~ASU 2021-05~~ ~~was adopted as of January 1, 2022, and did not~~model in future periods could have a material impact on the Company’s ~~consolidated financial statements.~~Consolidated Financial Statements. Refer to “- Accounting Standards Adopted in 2023” for a detailed discussion on the Company’s methodologies for estimating expected credit losses.

~~Recent~~

Accounting ~~Pronouncements~~Standards Adopted in 2023

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.On January 1, 2023~~ASU 2016-13~~, ~~sets forth~~the Company adopted ASC 326, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the CECL ~~model requiring the Company to measure all~~methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans HFI, securities HTM, andunfunded commitments. In addition, ASC 326 made changes to the accounting for securities AFS, which requires credit losses to be presented as an allowance rather than as a write-down on securities AFS that management does not intend to sell or believes that it is more likely than not that the Company will have the ability to hold until each security has recovered its cost basis.

The Company adopted ASC 326 using the modified retrospective method for all financial ~~instruments held~~assets measured at amortized cost and unfunded commitments. Results for reporting periods beginning after January 1, 2023, are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a $569,000, net of tax, decrease to stockholders’ equity as of January 1, 2023, for the cumulative effect of

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adopting ASC 326. The transition adjustment included a $278,000 increase to the December 31, 2022 allowance for loan losses and established a $442,000 reserve for unfunded commitments as presented in the following table.


(in thousands)	December 31, 2022 ALL		Impact of ASC 326 Adoption		January 1, 2023 ACL
Real estate:
Commercial real estate	$	7,720	$	876	$	8,596
One-to-four family residential	5,682		1,231		6,913
Construction and development	1,654		(444)		1,210
Commercial and industrial	4,350		(822)		3,528

Tax-exempt	751		(427)		324
Consumer	471		(136)		335
Total	$	20,628	$	278	$	20,906

Reserve for unfunded commitments	$	—	$	442	$	442

Loans Held for Investment

Loans that management has the intent and ability to hold, for the foreseeable future or until maturity or payoff, are reported at amortized cost. Amortized cost is the principal balance outstanding, net of deferred fees and costs. Accrued interest receivable is reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Interest income on loans is discontinued, and the loans are placed on nonaccrual status at the ~~reporting date~~time the loan is 90 days past due unless the loan is well secured and in process of collection. Loans, excluding credit cards, are charged-off to the extent management is relatively certain that principal and interest will be uncollectible. Credit card loans continue to accrue interest until they are charged-off no later than 120 days past due unless the loan is in the process of collection. Past due status is based on ~~historical experience,~~the contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged-off at an earlier date ifcollection of principal or interest is considered doubtful. When a loan is placed on nonaccrual status, uncollected accrued interest is reversed, reducing interest income, and future income accrual is discontinued. Subsequent payments, if any, of interest and fees are applied as reductions to the loan’s outstanding principal balance. Once the principal balance of a loan placed on nonaccrual status has been fully recovered, subsequent payments received are recognized as interest income on a cash basis. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses - Loans

The ACL is a valuation account that is deducted from the amortized cost basis of loans HFI to present management’s best estimate of the expected credit losses to be collected over the lifetime of the loans. The amount of the ACL should not be interpreted as an indication that charge-offs in future periods will necessarily occur in those amounts, or at all. Loans are charged-off against the allowance when management is relatively certain that principal and interest will be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Subsequent recoveries, if any, are credited to the allowance.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. ~~ASU 2016-13~~ ~~requires enhanced disclosures related~~This reasonable and supportable forecast period is currently one year and incorporates Company and peer historical losses. After the forecast period, the Company reverts to an average historical loss rate over a two-year period. Historical credit loss experience provides the ~~significant estimates and judgments used in estimating~~basis for the estimation of expected credit losses. ~~In addition, the update amends the accounting~~Adjustments to historical loss information are made for ~~credit losses on AFS securities. The Company does not expect a material impact due to this update. As an SEC registrant with smaller reporting company filing status~~differences in current loan-specific risk characteristics such as determined on June 30, 2019, CECL is effective for the Company on January 1, 2023. The Company continues to evaluate the impact of this ASU on the consolidated financial statements and disclosures. In that regard, the Company has formed a cross-functional working group and is currently working through an implementation plan. The implementation plan includes an assessment of data, model development and documentation, documentation of processes, and implementation of a third-party vendor solution to assistdifferences in ~~the adoption of~~ ~~ASU 2016-13. Based upon its preliminary CECL analysis as of September 30, 2022, the Company expects the adoption of~~ ~~ASU 2016-13~~ will result in a combined 1.0% to 5.0% increase in its allowance for credit losses and allowance for unfunded commitments. This increase is a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within theunderwriting standards, portfolio ~~to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. Also,~~ ~~ASU 2016-13~~ requires an allowance for expected credit losses for certain securities HTM. The Company currently does not hold any municipal securities HTM; therefore, it does not expect CECL to have a material impact related to securities HTM. Additionally, the adoption of ~~ASU 2016-13~~ is not expected to have a significant impact on the Company’s regulatory capital ratios. The ultimate impact of adoption on January 1, 2023, could be significantly different than the Company’s current expectation as its modeling processes will be significantly influenced by the composition, characteristics, and quality of its loan and securities portfoliosmix, delinquency level, or term, as well as ~~the prevailing~~for changes in economic conditions, such as changes in unemployment rates, property values, or other relevant factors. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in our historic loss factors. The determination of the amount of allowance involves a high degree of judgement and ~~forecasts as~~subjectivity.

The ACL is measured on a collective pool basis when similar risk characteristics and risk profiles exist. The Company utilizes cohort loss rate (static pool analysis) and remaining life loss rate methodologies to estimate the quantitative portion of the ACL for loan pools. The cohort loss rate methodology tracks a closed pool of loans over their remaining lives to determine their loss behavior. The remaining life loss rate methodology takes the calculated loss rate and applies that rate to a pool of loans on a periodic basis based on the remaining life expectation of that ~~date, notwithstanding any further refinements to its expected credit loss models.~~pool.

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The portfolio pools are based primarily on regulatory call report codes. These pools and certain of the inherent risks in the Company’s loan portfolio are summarized in the following table.


Loan Pool			Risk Characteristics
Residential construction			This category consists of loans to residential developers and to individual clients for construction of single-family homes. Risks inherent in this portfolio pool include fluctuations in the value of real estate, project completion risk, and change in market trends.
Commercial construction			This category consists of loans to small and medium-sized businesses to construct owner occupied facilities and developers of commercial real estate investment properties. Risks inherent in this portfolio pool include fluctuations in the value of real estate, project completion risk, change in market trends, and the ability to sell the property upon completion.
Farmland			This category consists of loans secured by real estate that is used or usable for agricultural purposes, including land used for crops, livestock production, grazing/pastureland, and timberland. Risks inherent in this portfolio pool include adverse changes in climate, fluctuations in feed and livestock prices, and changes in property values.
Home equity loans and lines			This category consists of home equity loans and lines of credit. Risks inherent in this portfolio pool include local unemployment rates, local residential real estate market conditions, and the interest rate environment.
Secured closed-liens			This category consists of loans secured by primary and secondary liens on residential real estate. Risks inherent in this portfolio pool include local unemployment rates, local residential real estate market conditions, and the interest rate environment. Generally, these loans are for longer terms than home equity loans and lines of credit.
Multifamily			This category consists of loans secured by apartment or residential buildings with five or more units used to accommodate households on a temporary or permanent basis. Risks inherent in this portfolio pool include local unemployment rates, changes in the local economy, and factors that would impact property values.
Owner occupied commercial real estate			This category consists of loans to established operating companies and secured by owner occupied offices and industrial real estate properties. Risks inherent in this portfolio pool include fluctuations in the value of real estate, the overall strength of the economy, new job creation trends, environmental contamination, and the quality of the borrower’s management.
Non-owner occupied commercial real estate			This category consists of loans to developers and other persons or entities and secured by non-owner occupied commercial real estate properties. Risks inherent in this portfolio pool include fluctuations in the value of real estate, the overall strength of the economy, new job creation trends, tenant vacancy rates, environmental contamination, and the quality of the borrower’s management.
Commercial and industrial			This category consists of secured and unsecured loans to purchase capital equipment, agriculture operating loans, and other business loans for working capital and operating purposes. Secured loans are primarily secured by accounts receivable, inventory, and other business assets. The performance of commercial and industrial loans may be adversely affected by, among other factors, conditions specific to the relevant industry, fluctuations in the value of the collateral, and individual performance factors related to the borrower such as the quality of the borrower’s management.
Consumer			This category consists of loans to individuals for household, family, and other personal use. Risks inherent in this portfolio pool include the borrower’s financial condition, local unemployment rates, local economic conditions, and the interest rate environment.
Tax-exempt			This category consists of loans to political subdivisions primarily of the State of Louisiana including parishes, municipalities, utility districts, school districts, and development authorities. These loans undergo the same underwriting as any of our other loans and are typically paid for by ad valorem taxes or specific revenue sources.
Other loans			This category consists of loans not included in any other category. Risks inherent in this portfolio pool include local unemployment rates, local economic conditions, and the interest rate environment.

Loans that do not share similar risk characteristics are evaluated on an individual basis and excluded from the collective evaluation. For loans evaluated on an individual basis that are collateral dependent, the specific allowance is estimated by calculating the difference between the fair value of the underlying collateral less estimated selling costs and the Bank’s

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exposure. If the loan is not collateral dependent, the discounted cash flow methodology is used. Either of these determinations are highly subjective and based on information available at the time of valuation.

Reserve for Unfunded Commitments

Commitments to extend credit are agreements to lend to a customer if all conditions of the commitment have been met. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments is recorded within accrued interest payable on the consolidated balance sheets, and the related provision is recorded in other operating expenses on the consolidated statements of income. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The loss rates computed for each pool and expected pool-level funding rates are applied to the related unfunded commitment balance to obtain the reserve amount.

Securities AFS

ASC 326 requires the Company to measure expected credit losses on securities AFS. Impairment is evaluated when there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value. Management evaluates each security by considering the nature of the collateral, potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, volatility of the security’s fair value, and historical loss information for financial assets secured with similar collateral, along with other factors. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. If a decline in the fair value related to creditworthiness or other factors is determined, an ACL will be calculated using a discounted cash flow method, whereby management will compare the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses in the consolidated statements of income. Accrued interest receivable is excluded from the amortized cost basis in measuring expected credit losses on the investment securities and no ACL is recorded on accrued interest receivable. The Company’s current securities AFS portfolio consists of U.S. Treasury securities, mortgage-backed securities, U.S. agency securities, and municipal bonds. The Company’s securities AFS, other than the municipal bonds, are considered treasuries, agencies, and instrumentalities of the U.S. government, which have a zero credit loss assumption. These securities have the full faith and credit backing of the U.S. government or one of its agencies. Municipal bonds AFS do not fall under the zero credit loss assumption and are evaluated quarterly using the considerations mentioned above to determine whether there is a credit loss associated with a decline in fair value. Due to the zero credit loss assumption and the considerations applied to the securities AFS, no ACL was recorded on January 1, 2023 for securities AFS.

Securities HTM

ASC 326 requires the Company to measure expected credit losses on securities HTM. Securities HTM are measured on a collective basis by major security type with those sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the securities HTM portfolio. Management monitors the HTM portfolio to determine whether an ACL should be recorded. The Company’s current securities HTM portfolio consists of mortgage-backed securities and U.S. agency securities. The Company’s securities HTM are considered agencies and instrumentalities of the U.S. government that have a zero credit loss assumption. These securities have the full faith and credit backing of the U.S. government or one of its agencies. Due to the zero credit loss assumption, no ACL was recorded on January 1, 2023 for securities HTM.

ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update address how to determine whether a contract liability is recognized by the acquirer in a business combination. The amendment also resolves the inconsistency of post-acquisition revenue recognition by providing specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. ~~This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This standard will be adopted by~~On January 1, 2023, the Company ~~on January 1, 2023. The adoption~~adopted ASU No. 2021-08. Adoption of this ~~guidance is~~ASU did not ~~expected to~~ have ~~a material~~an impact on the Company’s consolidated financial statements.

ASU No. 2022-02 Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance issued in this update eliminates the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, but also enhances the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The guidance requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments – Credit Losses – Measured at Amortized Cost. ~~This standard is effective for~~On January 1, 2023, the Company adopted ASU No. 2022-02 on ~~January 1, 2023. The adoption~~a prospective basis. Adoption of this ~~guidance is~~ASU did not ~~expected to~~ have a material impact on the Company’s consolidated financial statements.

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ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements. The guidance issued in this update addresses two issues. First, the standard requires entities to determine whether a related party arrangement between entities under common control is a lease. If the arrangement is a lease, the accounting for the lease is treated the same as an arrangement with an unrelated party. This is a change in the requirement under Topic 840, Leases, which used the basis of economic substance. Secondly, the standard requires leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group as long as the lessee controls the use of the underlying asset. If the lessor obtained control of the use of the underlying asset through a lease with another entity not within the common control group, the amortization period may not exceed the amortization period of the common control group. If the lessee no longer controls the use of the underlying asset, the improvement is accounted for as a transfer between entities under common control through an adjustment to equity. These leasehold improvements are subject to the impairment guidance in Topic 360 Property, Plant and Equipment. Both items of this amendment are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted for both interim periods and annual financial statements that have not been issued. On January 1, 2023, the Company early adopted ASU No. 2023-01, and it did not have an impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

As of June 30, 2023, there were no recent accounting pronouncements that were applicable and not adopted.

2. Securities

Securities are classified as AFS, HTM, and equity securities. Total securities were ~~$764.5~~$739.0 million as of ~~September~~June 30, ~~2022.~~2023.

Securities AFS and Securities HTM

Securities AFS and securities HTM are debt securities. Securities AFS are held for indefinite periods of time and are carried at estimated fair value. As of ~~September~~June 30, ~~2022,~~2023, the estimated fair value of securities AFS was ~~$609.7~~$588.5 million. The net unrealized loss on securities AFS ~~increased $84.8~~decreased $1.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, resulting in a net unrealized loss of ~~$89.6~~$73.0 million as of ~~September~~June 30, ~~2022.~~2023.

During the second quarter of 2022, the Company reclassified $166.3 million, net of $17.9 million of unrealized loss, or 20.5% of the securities portfolio from AFS to HTM. The securities were transferred at fair value, which became the cost basis for the securities HTM. The net unrealized loss will be amortized over the remaining life of the securities as a yield adjustment in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security. There were no gains or losses recognized as a result of the transfer. Securities HTM, which the Company has the intent and ability to hold until maturity, are carried at amortized cost. As of ~~September~~June 30, ~~2022,~~2023, the amortized cost of securities HTM was ~~$154.7~~$146.6 million.

Investment activity for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, included ~~$313.5 million of securities purchased, partially offset by $31.8 million in sales and $73.4~~$60.6 million in maturities, principal repayments, and ~~calls.~~calls, partially offset by $28.6 million of securities purchased. There were no sales of securities AFS, and there were no purchases or sales of securities HTM for the same period.

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The amortized cost and estimated fair ~~values~~value of securities AFS and securities HTM are summarized in the following tables:


		September 30, 2022									June 30, 2023
(in thousands)	(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities AFS:	Securities AFS:									Securities AFS:
Mortgage-backed securities	Mortgage-backed securities	$	295,166	$	—	$	(37,623)	$	257,543	Mortgage-backed securities	$	259,244	$	—	$	(33,496)	$	225,748
Municipal bonds	Municipal bonds	220,078		1		(44,780)		175,299		Municipal bonds	216,112		2		(33,383)		182,731
U.S. Treasury securities	U.S. Treasury securities	176,500		—		(6,631)		169,869		U.S. Treasury securities	164,119		—		(4,315)		159,804
U.S. agency securities	U.S. agency securities	7,596		—		(559)		7,037		U.S. agency securities	22,027		1		(1,833)		20,195
Total Securities AFS	Total Securities AFS	$	699,340	$	1	$	(89,593)	$	609,748	Total Securities AFS	$	661,502	$	3	$	(73,027)	$	588,478

Securities HTM:	Securities HTM:									Securities HTM:
Mortgage-backed securities	Mortgage-backed securities	$	153,826	$	—	$	(20,785)	$	133,041	Mortgage-backed securities	$	145,652	$	—	$	(21,966)	$	123,686
U.S. agency securities	U.S. agency securities	910		—		(114)		796		U.S. agency securities	917		—		(122)		795
Total Securities HTM	Total Securities HTM	$	154,736	$	—	$	(20,899)	$	133,837	Total Securities HTM	$	146,569	$	—	$	(22,088)	$	124,481


	December 31, 2022
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities AFS:
Mortgage-backed securities	$	272,253	$	—	$	(31,272)	$	240,981
Municipal bonds	219,305		6		(35,219)		184,092
U.S. Treasury securities	176,380		—		(5,902)		170,478
U.S. agency securities	20,601		—		(1,745)		18,856
Total Securities AFS	$	688,539	$	6	$	(74,138)	$	614,407

Securities HTM:
Mortgage-backed securities	$	150,771	$	—	$	(19,142)	$	131,629
U.S. agency securities	912		—		(134)		778
Total Securities HTM	$	151,683	$	—	$	(19,276)	$	132,407

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December 31, 2021
(in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
Securities AFS:
Mortgage-backed securities $ 386,874 $ 1,112 $ (8,460) $ 379,526
Municipal bonds 227,248 3,665 (942) 229,971
U.S. Treasury securities 41,770 — (154) 41,616
U.S. agency securities 8,062 61 (58) 8,065
Total Securities AFS $ 663,954 $ 4,838 $ (9,614) $ 659,178
Securities HTM:
Mortgage-backed securities $ — $ — $ — $ —
U.S. agency securities — — — —
Total Securities HTM $ — $ — $ — $ —

The amortized cost and estimated fair value of securities AFS and securities HTM as of ~~September~~June 30, ~~2022,~~2023, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers have the right to call or repay obligations with or without call or prepayment penalties.


		September 30, 2022					June 30, 2023
(in thousands)	(in thousands)	Amortized Cost		Fair Value		(in thousands)	Amortized Cost		Fair Value
Securities AFS:	Securities AFS:					Securities AFS:
Within one year	Within one year	$	59,393	$	58,206	Within one year	$	128,298	$	126,163
After one year but within five years	After one year but within five years	150,456		143,313		After one year but within five years	77,266		73,318
After five years but within ten years	After five years but within ten years	84,773		76,233		After five years but within ten years	82,004		74,791
After ten years	After ten years	404,718		331,996		After ten years	373,934		314,206
Total Securities AFS	Total Securities AFS	$	699,340	$	609,748	Total Securities AFS	$	661,502	$	588,478

Securities HTM:	Securities HTM:					Securities HTM:
Within one year	Within one year	$	—	$	—	Within one year	$	—	$	—
After one year but within five years	After one year but within five years	—		—		After one year but within five years	—		—
After five years but within ten years	After five years but within ten years	910		796		After five years but within ten years	917		795
After ten years	After ten years	153,826		133,041		After ten years	145,652		123,686
Total Securities HTM	Total Securities HTM	$	154,736	$	133,837	Total Securities HTM	$	146,569	$	124,481

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Accounting for Credit Losses – Securities AFS and Securities HTM

~~Information pertaining to~~The Company evaluates securities AFS ~~and securities HTM with gross unrealized losses as of September 30, 2022 and December 31, 2021, aggregated by investment category and length of time that individual securities have~~for impairment when there has been a decline in ~~a continuous loss position, is described as follows:~~

September 30, 2022
Less than twelve months Twelve months or more
(in thousands) Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses Fair
Value
Securities AFS:
Mortgage-backed securities $ (23,966) $ 192,032 $ (13,657) $ 65,434
Municipal bonds (33,939) 144,266 (10,841) 30,248
U.S. Treasury securities (6,631) 169,870 — —
U.S. agency securities (269) 5,343 (290) 1,694
Total Securities AFS $ (64,805) $ 511,511 $ (24,788) $ 97,376
Securities HTM:
Mortgage-backed securities $ (2,677) $ 20,391 $ (18,108) $ 112,650
U.S. agency securities — — (114) 796
Total Securities HTM $ (2,677) $ 20,391 $ (18,222) $ 113,446
December 31, 2021
Less than twelve months Twelve months or more
(in thousands) Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses Fair
Value
Securities AFS:
Mortgage-backed securities $ (6,627) $ 282,705 $ (1,833) $ 47,171
Municipal bonds (918) 51,333 (24) 2,577
U.S. Treasury securities (154) 41,616 — —
U.S. agency securities (58) 4,913 — —
Total Securities AFS $ (7,757) $ 380,567 $ (1,857) $ 49,748
Securities HTM:
Mortgage-backed securities $ — $ — $ — $ —
U.S. agency securities — — — —
Total Securities HTM $ — $ — $ — $ —

As of September 30, 2022, the Company held 577 securities AFS and securities HTM that were in unrealized loss positions. The aggregate unrealized loss of these securities as of September 30, 2022, was 12.94% offair value below the amortized cost basis of ~~total debt securities.~~

~~Management~~a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Due to the zero credit loss assumption and the ~~Asset-Liability Management Committee continually monitor~~considerations applied to the securities ~~portfolio~~AFS, no ACL was recorded on January 1, 2023, and ~~are able~~there was no ACL for securities AFS as of June 30, 2023. Also, as part of the Company’s evaluation of its intent and ability to ~~effectively measure~~hold investments for a period of time sufficient to allow for any anticipated recovery in the market, the Company considers its investment strategy, cash flow needs, liquidity position, capital adequacy, and ~~monitor the unrealized loss positions on these securities.~~interest rate risk position. Management does not intend to sell these securities prior to recovery, and it is more likely than not that the Company will have the ability to hold them, primarily due to adequate liquidity, until each security has recovered its cost basis. ~~The unrealized losses~~

Due to the zero credit loss assumption on ~~these~~the securities ~~have been determined by management to be a function~~HTM portfolio, no ACL was recorded on January 1, 2023, and there was no ACL for securities HTM as of June 30, 2023.

Accrued interest receivable totaled $2.9 million and $3.0 million as of June 30, 2023 and December 31, 2022, respectively, for securities AFS and securities HTM and was reported in accrued interest receivable on the movement of interest rates since the time of purchase. Based on a review of available information, including recent changes in interest rates and credit rating information, management believes the decline in fair value of these securities is temporary. The Company does not consider these securities to have OTTI.

Management evaluates securities for OTTI on at least a quarterly basis and more frequently if economic or market concerns merit such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the issuer; and (3) whether the Company intends to, and it is more likely than not that it will be able to, retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Additionally, the Company annually performs a detailed credit review of the municipal securities owned to identify any potential credit concerns. There were no OTTI losses on debtconsolidated balance sheets.

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Information pertaining to securities ~~related to credit~~AFS and securities HTM with gross unrealized losses ~~recognized during the nine months ended September~~as of June 30, ~~2022, or the year ended~~2023 and December 31, ~~2021.~~2022, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is described as follows:


	June 30, 2023
	Less than twelve months				Twelve months or more
(in thousands)	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities AFS:
Mortgage-backed securities	$	(65)	$	4,385	$	(33,431)	$	221,162
Municipal bonds	(185)		10,425		(33,198)		170,888
U.S. Treasury securities	(12)		9,942		(4,303)		149,861
U.S. agency securities	(7)		1,993		(1,826)		17,214
Total Securities AFS	$	(269)	$	26,745	$	(72,758)	$	559,125

Securities HTM:
Mortgage-backed securities	$	—	$	—	$	(21,966)	$	123,686
U.S. agency securities	—		—		(122)		795
Total Securities HTM	$	—	$	—	$	(22,088)	$	124,481

	December 31, 2022
	Less than twelve months				Twelve months or more
(in thousands)	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities AFS:
Mortgage-backed securities	$	(10,214)	$	105,030	$	(21,058)	$	135,607
Municipal bonds	(11,340)		84,691		(23,879)		98,607
U.S. Treasury securities	(3,852)		131,107		(2,050)		39,371
U.S. agency securities	(608)		10,289		(1,137)		8,564
Total Securities AFS	$	(26,014)	$	331,117	$	(48,124)	$	282,149

Securities HTM:
Mortgage-backed securities	$	(19,142)	$	131,629	$	—	$	—
U.S. agency securities	(134)		778		—		—
Total Securities HTM	$	(19,276)	$	132,407	$	—	$	—

As of June 30, 2023, the Company held 566 securities AFS and securities HTM that were in unrealized loss positions. The aggregate unrealized loss of these securities as of June 30, 2023, was 11.77% of the amortized cost basis of total debt securities.

The proceeds from sales and calls of debt securities and their gross gain (loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, are shown below:


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		2022		2021			(in thousands)	2023		2022			2023		2022
Proceeds (1)	Proceeds (1)	$	731	$	1,675	$	41,234	$	116,843		Proceeds (1)	$	—	$	32,429		$	—	$	40,503
Gross gain	Gross gain	$	16	$	1	$	64	$	851		Gross gain	$	—	$	9		$	—	$	48
Gross loss	Gross loss	$	—	$	(1)	$	(123)	$	(658)		Gross loss	$	—	$	(123)		$	—	$	(123)

(1)The proceeds include the gross gain and loss.

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Equity Securities

Equity securities ~~were~~are an investment in a CRA mutual fund, consisting primarily of bonds. Equity securities ~~were~~are carried at fair value on the consolidated balance sheets with periodic changes in value recorded through the consolidated statements of income. As of December 31, ~~2021,~~2022, equity securities had a fair value of ~~$7.8~~$10.0 million with a recognized loss of ~~$175,000~~$468,000 for the year ended December 31, ~~2021. Equity securities had a recognized loss of $447,000 for the nine months ended September 30,~~ 2022. The loss on equity securities during 2022 was due to a significant increase in interest rates. In ~~April 2022,~~March 2023, we sold $6.0 million of the ~~Company liquidated all shares invested in this~~mutual fund. As of June 30, 2023, equity securities had a fair value of $3.9 million with a recognized loss of $32,000 for the six months ended June 30, 2023.

Pledged Securities

Securities with carrying values of approximately ~~$190.6~~$201.5 million and ~~$118.6~~$168.2 million were pledged to secure public entity deposits as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

3. Loans and Asset Quality

Loans

Loans HFI by category and loans HFS are summarized below:


(in thousands)	(in thousands)	September 30, 2022		December 31, 2021		(in thousands)	June 30, 2023		December 31, 2022
Real estate:	Real estate:					Real estate:
Commercial real estate	Commercial real estate	$	787,464	$	670,293	Commercial real estate	$	819,260	$	794,723
One-to-four family residential	One-to-four family residential	532,034		474,420		One-to-four family residential	565,725		543,511
Construction and development	Construction and development	140,398		106,339		Construction and development	138,450		157,364
Commercial and industrial	Commercial and industrial	307,159		311,373		Commercial and industrial	320,257		310,053
SBA PPP, net of deferred income	SBA PPP, net of deferred income	1,350		17,550		SBA PPP, net of deferred income	13		14
Tax-exempt	Tax-exempt	84,947		80,726		Tax-exempt	75,697		83,166
Consumer	Consumer	26,317		23,131		Consumer	28,229		27,436
Total loans HFI	Total loans HFI	$	1,879,669	$	1,683,832	Total loans HFI	$	1,947,631	$	1,916,267
Total loans HFS	Total loans HFS	$	1,536	$	4,290	Total loans HFS	$	4,586	$	518

Accrued interest receivable on loans HFI totaled $5.3 million and $5.8 million as of June 30, 2023 and December 31, 2022, respectively, and was reported in accrued interest receivable on the accompanying consolidated balance sheets.

Allowance for Credit Losses

Effective January 1, 2023, the Company adopted the provisions of ASC 326 using the modified retrospective method. For reporting periods beginning on and after January 1, 2023, the Company maintains an ACL on all loans that reflects management’s estimate of expected credit losses for the full life of the loan portfolio.

The following table summarizes the activity in the ACL by category for the six months ended June 30, 2023:


(in thousands)	Beginning Balance December 31, 2022		Impact of ASC 326 Adoption		Provision for Credit Losses		Charge-offs		Recoveries		Ending Balance June 30, 2023
Real Estate:
Commercial real estate	$	7,720	$	876	$	(293)	$	—	$	—	$	8,303
One-to-four family residential	5,682		1,231		91		—		5		7,009
Construction and development	1,654		(444)		184		(9)		—		1,385
Commercial and industrial	4,350		(822)		(18)		(33)		23		3,500
SBA PPP, net of deferred income	—		—		—		—		—		—
Tax-exempt	751		(427)		264		—		—		588
Consumer	471		(136)		72		(182)		75		300
Total allowance for credit losses	$	20,628	$	278	$	300	$	(224)	$	103	$	21,085

Allowance for Loan Losses

For reporting periods prior to January 1, 2023, the Company maintained an ALL on loans that represented management’s estimate of probable losses incurred in the portfolio category.

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~~Allowance for Loan Losses~~

~~The following table summarizes the activity in the allowance for loan losses by category for the nine months ended September 30, 2022:~~

(in thousands) Beginning
Balance December 31, 2021 Provision
for Loan
Losses Charge-offs Recoveries Ending
Balance
September 30, 2022
Real estate:
Commercial real estate $ 6,749 $ 700 $ — $ — $ 7,449
One-to-four family residential 5,375 46 — 8 5,429
Construction and development 1,326 120 (18) 18 1,446
Commercial and industrial 4,440 (150) (25) 81 4,346
SBA PPP, net of deferred income 25 (23) — — 2
Tax-exempt 749 (1) — — 748
Consumer 512 308 (384) 97 533
Total allowance for loan losses $ 19,176 $ 1,000 $ (427) $ 204 $ 19,953

The following table summarizes the activity in the allowance for loan losses by category for the twelve months ended December 31, ~~2021:~~2022:


(in thousands)	(in thousands)	Beginning Balance December 31, 2020		Provision for Loan Losses		Charge-offs		Recoveries		Ending Balance December 31, 2021		(in thousands)	Beginning Balance December 31, 2021		Provision for Loan Losses		Charge-offs		Recoveries		Ending Balance December 31, 2022
Real estate:	Real estate:											Real estate:
Commercial real estate	Commercial real estate	$	5,798	$	1,401	$	(450)	$	—	$	6,749	Commercial real estate	$	6,749	$	970	$	—	$	1	$	7,720
One-to-four family residential	One-to-four family residential	5,390		(23)		(10)		18		5,375		One-to-four family residential	5,375		296		—		11		5,682
Construction and development	Construction and development	1,699		(375)		—		2		1,326		Construction and development	1,326		328		(18)		18		1,654
Commercial and industrial	Commercial and industrial	3,631		856		(74)		27		4,440		Commercial and industrial	4,440		(137)		(39)		86		4,350
SBA PPP, net of deferred income	SBA PPP, net of deferred income	318		(293)		—		—		25		SBA PPP, net of deferred income	25		(25)		—		—		—
Tax-exempt	Tax-exempt	680		69		—		—		749		Tax-exempt	749		2		—		—		751
Consumer	Consumer	435		265		(351)		163		512		Consumer	512		316		(490)		133		471
Total allowance for loan losses	Total allowance for loan losses	$	17,951	$	1,900	$	(885)	$	210	$	19,176	Total allowance for loan losses	$	19,176	$	1,750	$	(547)	$	249	$	20,628

~~Table of Contents~~

Nonaccrual and Past Due Loans

The ~~balance in the allowance for loan losses and the related recorded investment in loans by category as of September 30, 2022, are as follows:~~

(in thousands) Individually
Evaluated
for
Impairment Collectively
Evaluated
for
Impairment Acquired with
Deteriorated
Credit
Quality Total
Allowance for loan losses:
Real estate:
Commercial real estate $ 21 $ 7,428 $ — $ 7,449
One-to-four family residential 17 5,412 — 5,429
Construction and development — 1,446 — 1,446
Commercial and industrial 299 4,047 — 4,346
SBA PPP, net of deferred income — 2 — 2
Tax-exempt — 748 — 748
Consumer 123 410 — 533
Total allowance for loan losses $ 460 $ 19,493 $ — $ 19,953
Loans:
Real estate:
Commercial real estate $ 4,567 $ 782,897 $ — $ 787,464
One-to-four family residential 1,409 530,625 — 532,034
Construction and development 9 140,389 — 140,398
Commercial and industrial 1,620 305,539 — 307,159
SBA PPP, net of deferred income — 1,350 — 1,350
Tax-exempt — 84,947 — 84,947
Consumer 124 26,193 — 26,317
Total loans HFI $ 7,729 $ 1,871,940 $ — $ 1,879,669

~~The balance in the allowance for loan losses and the related recorded investment in loans by category as of December 31, 2021, are as follows:~~

(in thousands) Individually
Evaluated
for
Impairment Collectively
Evaluated
for
Impairment Acquired with
Deteriorated
Credit
Quality Total
Allowance for loan losses:
Real estate:
Commercial real estate $ 68 $ 6,681 $ — $ 6,749
One-to-four family residential — 5,375 — 5,375
Construction and development — 1,326 — 1,326
Commercial and industrial 40 4,400 — 4,440
SBA PPP, net of deferred income — 25 — 25
Tax-exempt — 749 — 749
Consumer 118 394 — 512
Total allowance for loan losses $ 226 $ 18,950 $ — $ 19,176
Loans:
Real estate:
Commercial real estate $ 5,011 $ 665,282 $ — $ 670,293
One-to-four family residential 434 473,986 — 474,420
Construction and development 501 105,838 — 106,339
Commercial and industrial 77 311,296 — 311,373
SBA PPP, net of deferred income — 17,550 — 17,550
Tax-exempt — 80,726 — 80,726
Consumer 126 23,005 — 23,131
Total loans HFI $ 6,149 $ 1,677,683 $ — $ 1,683,832

~~Table of Contents~~

~~Past Due and Nonaccrual Loans~~

~~A summary of current, past due, and~~following table presents nonaccrual loans as of ~~September~~June 30, ~~2022, is as follows:~~2023:


		Accruing
(in thousands)	(in thousands)	Current		30-89 Days Past Due		90 Days or More Past Due		Nonaccrual		Total Loans		(in thousands)	Nonaccrual with No ACL		Nonaccrual with ACL		Total Nonaccrual
Real estate:	Real estate:											Real estate:
Commercial real estate	Commercial real estate	$	786,742	$	—	$	—	$	722	$	787,464	Commercial real estate	$	678	$	40	$	718
One-to-four family residential	One-to-four family residential	531,495		167		—		372		532,034		One-to-four family residential	57		250		307
Construction and development	Construction and development	140,389		—		—		9		140,398		Construction and development	—		—		—
Commercial and industrial	Commercial and industrial	305,605		50		6		1,498		307,159		Commercial and industrial	—		718		718
SBA PPP, net of deferred income	SBA PPP, net of deferred income	1,350		—		—		—		1,350		SBA PPP, net of deferred income	—		—		—
Tax-exempt	Tax-exempt	84,947		—		—		—		84,947		Tax-exempt	—		—		—
Consumer	Consumer	26,193		16		6		102		26,317		Consumer	—		97		97
Total loans HFI	Total loans HFI	$	1,876,721	$	233	$	12	$	2,703	$	1,879,669	Total loans HFI	$	735	$	1,105	$	1,840

~~A summary~~No material interest income was recognized in the consolidated statements of ~~current,~~income on nonaccrual loans for the six months ended June 30, 2023 and 2022.

The following table presents the aging analysis of the past due loans and loans 90 days or more past due and ~~nonaccrual loans~~still accruing interest by loan category as of ~~December 31, 2021, is as follows:~~June 30, 2023:

Accruing
(in thousands) Current 30-89 Days
Past Due 90 Days
or More
Past Due Nonaccrual Total
Loans
Real estate:
Commercial real estate $ 669,781 $ 461 $ — $ 51 $ 670,293
One-to-four family residential 473,658 546 — 216 474,420
Construction and development 106,300 — 39 — 106,339
Commercial and industrial 311,321 39 — 13 311,373
SBA PPP, net of deferred income 17,550 — — — 17,550
Tax-exempt 80,726 — — — 80,726
Consumer 23,121 10 — — 23,131
Total loans HFI $ 1,682,457 $ 1,056 $ 39 $ 280 $ 1,683,832

~~Table of Contents~~

~~Impaired Loans~~

~~Balances~~

~~Impaired loans include TDRs and performing and nonperforming loans. Information pertaining to impaired loans as of September 30, 2022, is as follows:~~

(in thousands) Unpaid
Principal
Balance Recorded
Investment Related
Allowance Average
Recorded
Investment
With no related allowance recorded:
Real estate:
Commercial real estate $ 3,850 $ 3,844 $ — $ 3,043
One-to-four family residential 1,356 1,288 — 650
Construction and development 9 9 — 127
Commercial and industrial 70 70 — 60
SBA PPP, net of deferred income — — — —
Tax-exempt — — — —
Consumer 1 1 — 5
Total with no related allowance 5,286 5,212 — 3,885
With allowance recorded:
Real estate:
Commercial real estate 723 723 21 1,400
One-to-four family residential 121 121 17 30
Construction and development — — — —
Commercial and industrial 1,564 1,550 299 441
SBA PPP, net of deferred income — — — —
Tax-exempt — — — —
Consumer 124 123 123 125
Total with related allowance 2,532 2,517 460 1,996
Total impaired loans $ 7,818 $ 7,729 $ 460 $ 5,881


	Past Due
(in thousands)	30-59 Days		60-89 Days		90 Days or More		Current		Total Loans HFI		90 Days or More Past Due and Accruing
Real estate:
Commercial real estate	$	39	$	—	$	747	$	818,474	$	819,260	$	69
One-to-four family residential	—		134		214		565,377		565,725		38
Construction and development	—		—		—		138,450		138,450		—
Commercial and industrial	142		85		721		319,309		320,257		3
SBA PPP, net of deferred income	13		—		—		—		13		—
Tax-exempt	—		—		—		75,697		75,697		—
Consumer	97		6		8		28,118		28,229		8
Total loans HFI	$	291	$	225	$	1,690	$	1,945,425	$	1,947,631	$	118

Table of Contents

The following table presents the current, past due, and nonaccrual loans by loan category as of December 31, 2022:


	Accruing
(in thousands)	Current		30-89 Days Past Due		90 Days or More Past Due		Nonaccrual		Total Loans
Real estate:
Commercial real estate	$	793,540	$	463	$	—	$	720	$	794,723
One-to-four family residential	542,666		602		—		243		543,511
Construction and development	157,355		—		—		9		157,364
Commercial and industrial	308,597		165		—		1,291		310,053
SBA PPP, net of deferred income	14		—		—		—		14
Tax-exempt	83,166		—		—		—		83,166
Consumer	27,291		42		2		101		27,436
Total loans HFI	$	1,912,629	$	1,272	$	2	$	2,364	$	1,916,267

Impaired Loans

For reporting periods prior to January 1, 2023, when ASC 326 was adopted, the Company individually evaluated impaired loans, including TDRs and performing and nonperforming loans. Once a loan was deemed to be impaired, the difference between the loan value and the Bank’s exposure was charged-off or a specific reserve was established.

Information pertaining to impaired loans as of December 31, ~~2021,~~2022, is as follows:

(in thousands) Unpaid
Principal
Balance Recorded
Investment Related
Allowance Average
Recorded
Investment
With no related allowance recorded:
Real estate:
Commercial real estate $ 1,599 $ 1,595 $ — $ 1,969
One-to-four family residential 483 434 — 539
Construction and development 501 501 — 400
Commercial and industrial — — — 355
SBA PPP, net of deferred income — — — —
Tax-exempt — — — —
Consumer 8 8 — 4
Total with no related allowance 2,591 2,538 — 3,267
With allowance recorded:
Real estate:
Commercial real estate 3,416 3,416 68 2,111
One-to-four family residential — — — 145
Construction and development — — — —
Commercial and industrial 85 77 40 1,570
SBA PPP, net of deferred income — — — —
Tax-exempt — — — —
Consumer 118 118 118 112
Total with related allowance 3,619 3,611 226 3,938
Total impaired loans $ 6,210 $ 6,149 $ 226 $ 7,205

~~Interest Income~~


(in thousands)	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment
With no related allowance recorded:
Real estate:
Commercial real estate	$	3,804	$	3,796	$	—	$	3,194
One-to-four family residential	1,458		1,387		—		797
Construction and development	9		9		—		104
Commercial and industrial	51		51		—		58
SBA PPP, net of deferred income	—		—		—		—
Tax-exempt	—		—		—		—
Consumer	26		26		—		9
Total with no related allowance	5,348		5,269		—		4,162
With allowance recorded:
Real estate:
Commercial real estate	717		717		15		1,264
One-to-four family residential	120		120		16		48
Construction and development	—		—		—		—
Commercial and industrial	1,360		1,351		172		623
SBA PPP, net of deferred income	—		—		—		—
Tax-exempt	—		—		—		—
Consumer	113		111		111		122
Total with related allowance	2,310		2,299		314		2,057
Total impaired loans	$	7,658	$	7,568	$	314	$	6,219

The interest income recognized on impaired loans for the ~~three months~~year ended ~~September 30,~~December 31, 2022 ~~and September 30, 2021,~~ was ~~$78,000 and $46,000, respectively.~~ $252,000.

Loan Modifications

The ~~interest income recognized on impaired loans for the nine months ended September 30, 2022 and September 30, 2021, was $180,000 and $132,000, respectively.~~

Company adopted ASU No. 2022-02 Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings

~~The restructuring of a~~ and Vintage Disclosures effective January 1, 2023, using the prospective method. This ASU eliminates the TDR recognition and measurement guidance and requires all loan ~~is considered a TDR if~~modifications to be evaluated based on whether the borrower is experiencing financial difficulties and the bank has granted a concession. Concessions grant terms to the borrower that would not be offered for new debt with similar risk characteristics. Concessions typically include interest rate reductions or below market interest rates, revising amortization schedules to defer principal and interest payments, and other changes necessary to provide payment relief to the borrower and minimize the risk of loss. There were no unfunded commitments to extend credit related to these loans as of September 30, 2022 or December 31, 2021.

Table of Contents

~~A summary~~modification represents a new loan or a continuation of an existing loan. Modifications are made to a borrower experiencing financial difficulty, and the modified terms are in the form of principal forgiveness, interest rate reduction, other-than-insignificant payment delay, or a term extension in the current ~~past due, and nonaccrual TDR loans as~~reporting period. As of ~~September~~June 30, ~~2022, is as follows:~~2023, no loan modifications were made to borrowers experiencing financial difficulty.

(dollars in thousands) Current 30-89
Days
Past Due 90 Days
or More
Past Due Nonaccrual Total
TDRs
Real estate:
Commercial real estate $ 3,238 $ — $ — $ 44 $ 3,282
One-to-four family residential 955 — — — 955
Construction and development — — — — —
Commercial and industrial — — — — —
SBA PPP, net of deferred income — — — — —
Tax-exempt — — — — —
Consumer 11 — — 103 114
Total $ 4,204 $ — $ — $ 147 $ 4,351
Number of TDR loans 14 — — 2 16

~~A summary of current, past due, and nonaccrual TDR loans as of December 31, 2021, is as follows:~~

(dollars in thousands) Current 30-89
Days
Past Due 90 Days
or More
Past Due
Nonaccrual(1)
Total
TDRs
Real estate:
Commercial real estate $ 3,634 $ — $ — $ — $ 3,634
One-to-four family residential 289 — — — 289
Construction and development — — — — —
Commercial and industrial — — — — —
SBA PPP, net of deferred income — — — — —
Tax-exempt — — — — —
Consumer 21 — — — 21
Total $ 3,944 $ — $ — $ — $ 3,944
Number of TDR loans 11 — — 1 12
Troubled Debt Restructurings

~~(1)~~For reporting periods prior to January 1, 2023, when ~~This~~ASC 326 was adopted, the restructuring of a loan ~~has~~was considered a ~~contractual obligation to~~TDR if the ~~Company despite carrying~~borrower was experiencing financial difficulties and the Bank had granted a ~~zero balance.~~

~~A summary of~~concession. There were no loans modified ~~as TDRs that occurred~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2022 and September 30, 2021, is as follows:~~

September 30, 2022 September 30, 2021
Recorded Investment Recorded Investment
(dollars in thousands) Loan
Count Pre
Modification Post
Modification Loan
Count Pre
Modification Post
Modification
Real estate:
Commercial real estate 1 $ 50 $ 50 — $ — $ —
One-to-four family residential 4 673 677 — — —
Construction and development — — — — — —
Commercial and industrial — — — — — —
SBA PPP, net of deferred income — — — — — —
Tax-exempt — — — — — —
Consumer 1 104 104 2 20 27
Total 6 $ 827 $ 831 2 $ 20 $ 27

~~The loans modified as TDRs during the nine months ended September 30, 2022 and September 30, 2021, increased the allowance for loan losses by $103,000 and $13,000, respectively.~~2022. Additionally, there were no defaults on loans during the ~~nine~~six months ended ~~September~~June 30, 2022 ~~or September 30, 2021,~~ that had been modified as a TDR during the prior twelve months.

~~Table of Contents~~

Credit Quality Indicators

Loans are categorized based on the degree of risk inherent in the credit and the ability of the borrower to service the debt. A description of the general characteristics of the Bank’s risk rating grades follows:

Pass - These loans are of satisfactory quality and do not require a more severe classification.

Special ~~Mention~~mention - This category includes loans with potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan. However, the loss potential does not warrant substandard classification.

Substandard - Loans in this category have well-defined weaknesses that jeopardize normal repayment of principal and interest. Prompt corrective action is required to reduce exposure and to assure adequate remedial actions are taken by the borrower. If these weaknesses do not improve, loss is possible.

Doubtful - Loans in this category have well-defined weaknesses that make full collection improbable.

Loss - Loans classified in this category are considered uncollectible and charged-off to the allowance for ~~loan~~credit losses.

Table of Contents

As of June 30, 2023, the Company had no loans classified as doubtful or loss. The following table summarizes loans by risk rating and year of origination as of ~~September~~June 30, ~~2022:~~2023:


															Year of Origination
(in thousands)	(in thousands)	Pass		Special Mention		Substandard		Doubtful		Loss		Total		(in thousands)	2023		2022		2021		2020		2019		Prior Years		Revolving Lines		Total
Real estate:	Real estate:													Real estate:
Commercial real estate	Commercial real estate	$	779,036	$	5,836	$	2,592	$	—	$	—	$	787,464	Commercial real estate
Pass														Pass	$	41,906	$	264,422	$	242,840	$	95,484	$	68,893	$	77,928	$	20,012	$	811,485
Special mention														Special mention	73		—		3,246		—		1,086		839		—		5,244
Substandard														Substandard	—		808		671		335		—		717		—		2,531

Total														Total	$	41,979	$	265,230	$	246,757	$	95,819	$	69,979	$	79,484	$	20,012	$	819,260

One-to-four family residential	One-to-four family residential	531,017		304		713		—		—		532,034		One-to-four family residential
Pass														Pass	$	54,709	$	142,877	$	135,643	$	95,429	$	33,621	$	83,987	$	18,178	$	564,444
Special mention														Special mention	—		—		—		—		—		56		—		56
Substandard														Substandard	—		105		—		38		81		981		20		1,225

Total														Total	$	54,709	$	142,982	$	135,643	$	95,467	$	33,702	$	85,024	$	18,198	$	565,725

Construction and development	Construction and development	140,389		—		9		—		—		140,398		Construction and development
Pass														Pass	$	21,704	$	81,860	$	27,121	$	2,218	$	2,342	$	1,147	$	2,058	$	138,450
Special mention														Special mention	—		—		—		—		—		—		—		—
Substandard														Substandard	—		—		—		—		—		—		—		—

Total														Total	$	21,704	$	81,860	$	27,121	$	2,218	$	2,342	$	1,147	$	2,058	$	138,450

Commercial and industrial	Commercial and industrial	290,925		14,529		1,705		—		—		307,159		Commercial and industrial
Pass														Pass	$	42,985	$	67,973	$	59,760	$	18,617	$	9,848	$	2,369	$	107,156	$	308,708
Special mention														Special mention	—		—		4,935		—		535		1,867		3,336		10,673
Substandard														Substandard	5		—		32		9		63		55		712		876

Total														Total	$	42,990	$	67,973	$	64,727	$	18,626	$	10,446	$	4,291	$	111,204	$	320,257

SBA PPP, net of deferred income	SBA PPP, net of deferred income	1,350		—		—		—		—		1,350		SBA PPP, net of deferred income
Pass														Pass	$	—	$	—	$	—	$	13	$	—	$	—	$	—	$	13
Special mention														Special mention	—		—		—		—		—		—		—		—
Substandard														Substandard	—		—		—		—		—		—		—		—

Total														Total	$	—	$	—	$	—	$	13	$	—	$	—	$	—	$	13

Tax-exempt	Tax-exempt	84,947		—		—		—		—		84,947		Tax-exempt
Pass														Pass	$	511	$	15,679	$	8,173	$	14,885	$	4,530	$	31,919	$	—	$	75,697
Special mention														Special mention	—		—		—		—		—		—		—		—
Substandard														Substandard	—		—		—		—		—		—		—		—

Total														Total	$	511	$	15,679	$	8,173	$	14,885	$	4,530	$	31,919	$	—	$	75,697

Consumer	Consumer	26,191		12		114		—		—		26,317		Consumer
Pass														Pass	$	10,985	$	10,265	$	3,226	$	1,325	$	606	$	556	$	1,160	$	28,123
Special mention														Special mention	—		—		—		—		—		—		—		—
Substandard														Substandard	—		—		—		—		—		97		9		106

Total														Total	$	10,985	$	10,265	$	3,226	$	1,325	$	606	$	653	$	1,169	$	28,229

Total loans HFI	Total loans HFI	$	1,853,855	$	20,681	$	5,133	$	—	$	—	$	1,879,669	Total loans HFI	$	172,878	$	583,989	$	485,647	$	228,353	$	121,605	$	202,518	$	152,641	$	1,947,631

Current period gross charge-offs														Current period gross charge-offs	$	1	$	8	$	—	$	—	$	9	$	1	$	205	$	224

Table of Contents

The following table summarizes loans by risk rating as of December 31, ~~2021:~~2022:


(in thousands)	(in thousands)	Pass		Special Mention		Substandard		Doubtful		Loss		Total		(in thousands)	Pass		Special Mention		Substandard		Doubtful		Loss		Total
Real estate:	Real estate:													Real estate:
Commercial real estate	Commercial real estate	$	666,838	$	499	$	2,956	$	—	$	—	$	670,293	Commercial real estate	$	786,394	$	5,759	$	2,570	$	—	$	—	$	794,723
One-to-four family residential	One-to-four family residential	473,638		321		461		—		—		474,420		One-to-four family residential	542,112		62		1,337		—		—		543,511
Construction and development	Construction and development	105,838		—		501		—		—		106,339		Construction and development	157,355		—		9		—		—		157,364
Commercial and industrial	Commercial and industrial	306,925		1,551		2,897		—		—		311,373		Commercial and industrial	297,152		11,428		1,473		—		—		310,053
SBA PPP, net of deferred income	SBA PPP, net of deferred income	17,550		—		—		—		—		17,550		SBA PPP, net of deferred income	14		—		—		—		—		14
Tax-exempt	Tax-exempt	80,726		—		—		—		—		80,726		Tax-exempt	83,166		—		—		—		—		83,166
Consumer	Consumer	23,003		21		107		—		—		23,131		Consumer	27,298		—		138		—		—		27,436
Total loans HFI	Total loans HFI	$	1,674,518	$	2,392	$	6,922	$	—	$	—	$	1,683,832	Total loans HFI	$	1,893,491	$	17,249	$	5,527	$	—	$	—	$	1,916,267

Commitments to Extend Credit

Commitments to extend credit are agreements to lend to a customer if all conditions of the commitment have been met. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s evaluation of the customer’s ability to repay. As of ~~September~~June 30, 2023 and December 31, 2022, unfunded loan commitments totaled approximately ~~$384.6 million. As of December 31, 2021, unfunded loan commitments totaled approximately $357.9 million.~~$347.0 million and $377.6 million, respectively.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. As of ~~September~~June 30, 2023 and December 31, 2022, commitments under standby letters of credit totaled approximately ~~$14.5 million. As of December 31, 2021, commitments under standby letters of credit~~

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~~totaled approximately $12.5 million.~~$14.1 million and $14.6 million, respectively. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Effective January 1, 2023, the Company adopted the provision of ASC 326 using the modified retrospective method and established a reserve for unfunded commitments based on estimates of expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. As of June 30, 2023, the reserve on unfunded commitments was $442,000.

4. Deposits

Deposits were ~~$2.80~~$2.66 billion and ~~$2.91~~$2.80 billion as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. ~~This~~The $134.8 million decrease was primarily a result of ~~expected customer deposit account activity and customer response to~~ the changing interest rate ~~environment.~~environment impacting customer deposit movement and activity, combined with normal tax payments. Also in 2023, there was a deposit mix shift between deposit categories as customers moved funds from lower yielding categories to higher yielding categories. Deposits are summarized below:


(in thousands)	(in thousands)	September 30, 2022		December 31, 2021		(in thousands)	June 30, 2023		December 31, 2022
Noninterest-bearing deposits		$	1,172,157	$	1,149,672
Noninterest-bearing demand deposits						Noninterest-bearing demand deposits	$	989,509	$	1,090,539
Interest-bearing deposits:	Interest-bearing deposits:					Interest-bearing deposits:
Interest-bearing demand deposits						Interest-bearing demand deposits	94,058		89,144
NOW accounts	NOW accounts	449,543		503,383		NOW accounts	384,676		503,308
Money market accounts	Money market accounts	644,318		733,044		Money market accounts	537,890		578,161
Savings accounts	Savings accounts	198,741		191,076		Savings accounts	179,053		195,479
Time deposits less than or equal to $250,000	Time deposits less than or equal to $250,000	238,614		243,596		Time deposits less than or equal to $250,000	328,870		250,875
Time deposits greater than $250,000	Time deposits greater than $250,000	93,121		89,577		Time deposits greater than $250,000	150,127		91,430
Total interest-bearing deposits	Total interest-bearing deposits	1,624,337		1,760,676		Total interest-bearing deposits	1,674,674		1,708,397
Total deposits	Total deposits	$	2,796,494	$	2,910,348	Total deposits	$	2,664,183	$	2,798,936

5. Other Borrowed Funds

The Company has established various lines of credit with the FHLB and other correspondent banks to provide additional sources of operating funds. As of June 30, 2023, the Company had $60.0 million in short-term advances at an interest rate

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of 5.49% from the FHLB under its existing line of credit. The Company’s FHLB line of credit is collateralized by eligible Red River Bank loans. The $60.0 million advance matured and was repaid in July 2023.

6. Contingencies

The Company and the Bank are involved, from time to time, in various legal matters arising in the ordinary course of business. While the outcome of these claims or litigation cannot be determined at this time, in the opinion of management, neither the Company nor the Bank are involved in such legal proceedings that the resolution is expected to have a material adverse effect on the consolidated results of operations, financial condition, or cash flows.

6.7. Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair Value Disclosure

Securities AFS, loans HFS, and equity securities are recorded at fair value on a recurring basis. Additionally, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, foreclosed assets, and other certain assets. The nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

ASC 820, Fair Value Measurements and Disclosures indicates that assets and liabilities are recorded at fair value according to a fair value hierarchy comprised of three levels:

•Level 1 pricing represents quotes on the exact financial instrument that is traded in active markets. Quoted prices on actively traded equities, for example, are in this category.

•Level 2 pricing is derived from observable data including market spreads, current and projected rates, prepayment data, and credit quality. The valuation may be based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

•Level 3 pricing is derived without the use of observable data. In such cases, mark-to-model strategies are typically employed. Often, these types of instruments have no active market, possess unique characteristics, and are thinly traded.

The Company used the following methods and significant assumptions to estimate fair value:

Securities AFS and Equity Securities: The fair values for securities AFS are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Loans HFS: Residential mortgage loans originated and held for sale are carried at the lower of cost or estimated fair value on an individual basis. The fair values of mortgage loans HFS are based on commitments on hand from investors within

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the secondary market for loans with similar characteristics. As such, the fair value adjustments for mortgage loans HFS are recurring Level 2.

Loans HFI: The Company does not record loans HFI at fair value on a recurring basis. However, from time to time, a loan may be considered impaired and an allowance ~~for loan losses~~ may be established. Loans for which it iswas probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment using estimated fair value methodologies. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value, and discounted cash flows. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company considers the impaired loan as nonrecurring Level 2. When an appraised value is not available or management ~~determines~~determined the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company considers the impaired loan as nonrecurring Level 3.

Foreclosed Assets: Foreclosed assets, consisting of properties obtained through foreclosure or in satisfaction of loans, are reported at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs (Level 2). However, foreclosed assets are considered Level 3 in the fair value hierarchy because management has qualitatively applied a discount due to the size, supply of inventory, and the incremental discounts applied to the appraisals. Management also considers other factors, including changes in absorption rates, length of time the property has been on the market, and anticipated sales values, which have resulted in adjustments to the collateral value estimates indicated in certain appraisals.

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Fair Value of Assets Measured on a Recurring Basis

The table below presents the recorded amount of assets measured at fair value on a recurring basis:


(in thousands)	(in thousands)	Fair Value		Level 1		Level 2		Level 3		(in thousands)	Fair Value		Level 1		Level 2		Level 3
September 30, 2022
Loans HFS		$	1,536	$	—	$	1,536	$	—
Securities AFS:
Mortgage-backed securities		$	257,543	$	—	$	257,543	$	—
Municipal bonds		$	175,299	$	—	$	175,299	$	—
U.S. Treasury securities		$	169,869	$	—	$	169,869	$	—
U.S. agency securities		$	7,037	$	—	$	7,037	$	—

December 31, 2021
June 30, 2023										June 30, 2023
Loans HFS	Loans HFS	$	4,290	$	—	$	4,290	$	—	Loans HFS	$	4,586	$	—	$	4,586	$	—
Securities AFS:	Securities AFS:									Securities AFS:
Mortgage-backed securities	Mortgage-backed securities	$	379,526	$	—	$	379,526	$	—	Mortgage-backed securities	$	225,748	$	—	$	225,748	$	—
Municipal bonds	Municipal bonds	$	229,971	$	—	$	229,971	$	—	Municipal bonds	$	182,731	$	—	$	182,731	$	—
U.S. Treasury securities	U.S. Treasury securities	$	41,616	$	—	$	41,616	$	—	U.S. Treasury securities	$	159,804	$	—	$	159,804	$	—
U.S. agency securities	U.S. agency securities	$	8,065	$	—	$	8,065	$	—	U.S. agency securities	$	20,195	$	—	$	20,195	$	—
Equity securities	Equity securities	$	7,846	$	7,846	$	—	$	—	Equity securities	$	3,946	$	3,946	$	—	$	—

December 31, 2022										December 31, 2022
Loans HFS										Loans HFS	$	518	$	—	$	518	$	—
Securities AFS:										Securities AFS:
Mortgage-backed securities										Mortgage-backed securities	$	240,981	$	—	$	240,981	$	—
Municipal bonds										Municipal bonds	$	184,092	$	—	$	184,092	$	—
U.S. Treasury securities										U.S. Treasury securities	$	170,478	$	—	$	170,478	$	—
U.S. agency securities										U.S. agency securities	$	18,856	$	—	$	18,856	$	—
Equity securities										Equity securities	$	9,979	$	9,979	$	—	$	—

There were no transfers between Level 1, 2, or 3 during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 or the year ended December 31, ~~2021.~~2022.

Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis

Financial Assets and Financial Liabilities: Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances. Financial assets measured at fair value on a nonrecurring basis include certain impaired collateral dependent loans reported at fair value of the underlying collateral if repayment is expected solely from the collateral. Prior to foreclosure of these loans, fair value of the collateral is estimated using Level 3 inputs based on customized discounting criteria.

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The table below presents certain impaired loans that were remeasured and reported at fair value through the allowance for loan losses or credit losses based upon the fair value of the underlying collateral during the reported periods:


		For the Nine Months Ended					For the Six Months Ended
(in thousands)	(in thousands)	September 30, 2022		September 30, 2021		(in thousands)	June 30, 2023		June 30, 2022
Carrying value of impaired loans before allowance for loan losses		$	3,141	$	1,833
Specific allowance for loan losses		(299)		(27)
Carrying value of impaired loans before allowance						Carrying value of impaired loans before allowance	$	214	$	129
Specific allowance						Specific allowance	(38)		(15)
Fair value of impaired loans	Fair value of impaired loans	$	2,842	$	1,806	Fair value of impaired loans	$	176	$	114

The Company had no financial liabilities measured at fair value on a nonrecurring basis for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021.~~2022.

Nonfinancial Assets and Liabilities: Certain nonfinancial assets and nonfinancial liabilities are measured at fair value on a nonrecurring basis. These include certain foreclosed assets, which are remeasured and reported at fair value through a charge-off to the allowance for ~~loan~~credit losses upon initial recognition as a foreclosed asset. Subsequent to their initial recognition, certain foreclosed assets are remeasured at fair value through an adjustment included in other noninterest income. The fair value of foreclosed assets is estimated using Level 3 inputs based on customized discounting criteria less estimated selling costs.

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The following table presents foreclosed assets that were remeasured and reported at fair value during the reported periods:


	For the ~~Nine~~Six Months Ended
(in thousands)	~~September~~June 30, ~~2022~~2023		~~September~~June 30, ~~2021~~2022
Foreclosed assets remeasured at initial recognition:
Carrying value of foreclosed assets prior to remeasurement	$	—22	$	~~266~~—
Charge-offs	—		—
Fair value of foreclosed assets	$	—22	$	~~266~~—

~~The following table presents~~There were no foreclosed assets that were remeasured subsequent to initial recognition for the six months ended June 30, 2023 and ~~reported at fair value during the reported periods:~~June 30, 2022.


	~~For the Nine Months Ended~~
~~(in thousands)~~	~~September 30, 2022~~		~~September 30, 2021~~
~~Foreclosed assets remeasured subsequent to initial recognition:~~
~~Carrying value of foreclosed assets prior to remeasurement~~	$	—		$
	~~133~~
~~Write-downs~~	—			~~(34)~~
~~Fair value of foreclosed assets~~	$	—		$	99

The Company had no nonfinancial liabilities measured at fair value on a nonrecurring basis for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021.~~2022.

The unobservable inputs used for the Level 3 fair value measurements on a nonrecurring basis were as follows:

(dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Discount Ranges

Weighted Average Discount

(dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Discount Ranges

Weighted Average Discount

September 30, 2022

June 30, 2023

Impaired loans

7,268

Discounted appraisals

Collateral discounts and costs to sell

0% - 100%

5.96%

Impaired loans

2,134

Discounted appraisals

Collateral discounts and costs to sell

0% - 100%

15.21%

Foreclosed assets

—

Discounted appraisals

Collateral discounts and costs to sell

N/A

Foreclosed assets

Discounted appraisals

Collateral discounts and costs to sell

N/A

December 31, 2021

December 31, 2022

Impaired loans

5,923

Discounted appraisals

Collateral discounts and costs to sell

0% - 100%

3.67%

Impaired loans

7,254

Discounted appraisals

Collateral discounts and costs to sell

0% - 100%

4.16%

Foreclosed assets

660

Discounted appraisals

Collateral discounts and costs to sell

N/A

Foreclosed assets

—

Discounted appraisals

Collateral discounts and costs to sell

N/A

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Fair Value of Financial Instruments

The carrying amounts and estimated fair values of financial instruments as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, were as follows:


(in thousands)	(in thousands)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3		(in thousands)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2022
June 30, 2023												June 30, 2023
Financial assets:	Financial assets:											Financial assets:
Cash and due from banks	Cash and due from banks	$	39,465	$	39,465	$	39,465	$	—	$	—	Cash and due from banks	$	36,662	$	36,662	$	36,662	$	—	$	—
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	261,608		261,608		261,608		—		—		Interest-bearing deposits in other banks	$	185,409	$	185,409	$	185,409	$	—	$	—
Securities AFS	Securities AFS	609,748		609,748		—		609,748		—		Securities AFS	$	588,478	$	588,478	$	—	$	588,478	$	—
Securities HTM	Securities HTM	154,736		133,837		—		133,837		—		Securities HTM	$	146,569	$	124,481	$	—	$	124,481	$	—

Equity securities												Equity securities	$	3,946	$	3,946	$	3,946	$	—	$	—
Nonmarketable equity securities	Nonmarketable equity securities	3,460		3,460		—		3,460		—		Nonmarketable equity securities	$	4,330	$	4,330	$	—	$	4,330	$	—
Loans HFS	Loans HFS	1,536		1,536		—		1,536		—		Loans HFS	$	4,586	$	4,586	$	—	$	4,586	$	—
Loans HFI, net of allowance	Loans HFI, net of allowance	1,859,716		1,787,252		—		—		1,787,252		Loans HFI, net of allowance	$	1,926,546	$	1,790,906	$	—	$	—	$	1,790,906
Accrued interest receivable	Accrued interest receivable	7,782		7,782		—		—		7,782		Accrued interest receivable	$	8,239	$	8,239	$	—	$	—	$	8,239
Financial liabilities:	Financial liabilities:											Financial liabilities:
Deposits	Deposits	2,796,494		2,784,940		—		2,784,940		—		Deposits	$	2,664,183	$	2,654,145	$	—	$	2,654,145	$	—
Other borrowed funds												Other borrowed funds	$	60,000	$	60,000	$	—	$	60,000	$	—
Accrued interest payable	Accrued interest payable	1,194		1,194		—		1,194		—		Accrued interest payable	$	4,098	$	4,098	$	—	$	4,098	$	—

December 31, 2021
December 31, 2022												December 31, 2022
Financial assets:	Financial assets:											Financial assets:
Cash and due from banks	Cash and due from banks	$	23,143	$	23,143	$	23,143	$	—	$	—	Cash and due from banks	$	37,824	$	37,824	$	37,824	$	—	$	—
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	761,721		761,721		761,721		—		—		Interest-bearing deposits in other banks	$	240,568	$	240,568	$	240,568	$	—	$	—
Securities AFS	Securities AFS	659,178		659,178		—		659,178		—		Securities AFS	$	614,407	$	614,407	$	—	$	614,407	$	—

Securities HTM												Securities HTM	$	151,683	$	132,407	$	—	$	132,407	$	—
Equity securities	Equity securities	7,846		7,846		7,846		—		—		Equity securities	$	9,979	$	9,979	$	9,979	$	—	$	—
Nonmarketable equity securities	Nonmarketable equity securities	3,450		3,450		—		3,450		—		Nonmarketable equity securities	$	3,478	$	3,478	$	—	$	3,478	$	—
Loans HFS	Loans HFS	4,290		4,290		—		4,290		—		Loans HFS	$	518	$	518	$	—	$	518	$	—
Loans HFI, net of allowance	Loans HFI, net of allowance	1,664,656		1,674,900		—		—		1,674,900		Loans HFI, net of allowance	$	1,895,639	$	1,807,772	$	—	$	—	$	1,807,772
Accrued interest receivable	Accrued interest receivable	6,245		6,245		—		—		6,245		Accrued interest receivable	$	8,830	$	8,830	$	—	$	—	$	8,830
Financial liabilities:	Financial liabilities:											Financial liabilities:
Deposits	Deposits	2,910,348		2,911,118		—		2,911,118		—		Deposits	$	2,798,936	$	2,787,198	$	—	$	2,787,198	$	—

Accrued interest payable	Accrued interest payable	1,310		1,310		—		1,310		—		Accrued interest payable	$	1,563	$	1,563	$	—	$	1,563	$	—

7.8. Regulatory Capital Requirements

~~Red River~~The Company and the Bank

~~The Bank is~~ are subject to various regulatory capital requirements administered by ~~the FDIC.~~federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the ~~Bank’s~~Company’s and the ~~Company’s~~Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Basel III Capital Requirements

The Company and the Bank isare subject to Basel III capital guidelines. Basel III requires the Company and the Bank to maintain certain minimum ratios to meet capital adequacy requirements. ~~In addition, a CCB was established above the minimum regulatory capital requirements. Effective January 1, 2019, the final CCB was fully phased in at 2.50%.~~ It is management’s belief that, as of ~~September~~June 30, ~~2022,~~2023, both the Company and the Bank met all capital adequacy requirements under Basel III. Management expects that the capital ratios for the Company and the Bank under Basel III will continue to exceed capital adequacy requirements. ~~The most recent notification from the FDIC (as of June 30, 2021) categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action.~~

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~~Capital amounts and ratios for Red River Bank as~~The most recent notification from the FDIC (as of September 30, ~~2022 and December 31, 2021, are presented in~~2022) categorized the ~~following table, including~~Bank as well capitalized under the ~~minimum Basel III requirements:~~

Regulatory Requirements
Actual Minimum Minimum Plus CCB
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
September 30, 2022
Total Risk-Based Capital $ 333,797 16.57 % $ 161,189 8.00 % $ 211,560 10.50 %
Tier I Risk-Based Capital $ 313,844 15.58 % $ 120,892 6.00 % $ 171,263 8.50 %
Common Equity Tier I Capital $ 313,844 15.58 % $ 90,669 4.50 % $ 141,040 7.00 %
Tier I Leverage Capital $ 313,844 9.94 % $ 126,253 4.00 % $ 126,253 4.00 %
December 31, 2021
Total Risk-Based Capital $ 305,771 17.06 % $ 143,372 8.00 % $ 188,176 10.50 %
Tier I Risk-Based Capital $ 286,595 15.99 % $ 107,529 6.00 % $ 152,333 8.50 %
Common Equity Tier I Capital $ 286,595 15.99 % $ 80,647 4.50 % $ 125,451 7.00 %
Tier I Leverage Capital $ 286,595 9.23 % $ 124,241 4.00 % $ 124,241 4.00 %

~~Red River Bancshares, Inc.~~regulatory framework for prompt corrective action.

~~As a general matter, bank holding companies are subject to Basel III capital adequacy requirements under applicable Federal Reserve regulations on a consolidated basis. However, bank~~Bank holding companies that qualify as “small bank holding companies” under the Policy Statement are exempt from the Federal Reserve’s consolidated capital adequacy ratios at the holding company level and instead are evaluated at the bank level. In May 2018, the Economic Growth Act was enacted. One of the Economic Growth Act’s highlights, with implications for us, was the asset threshold under the Policy Statement being increased from $1.0 billion to $3.0 billion, which benefits bank holding companies by, among various other items, allowing for an 18-month safety and soundness examination cycle as opposed to a 12-month examination cycle, changing to scaled biannual regulatory reporting requirements as opposed to quarterly regulatory reporting requirements, and not ~~being subject~~subjecting bank holding companies to capital adequacy guidelines on a consolidated basis. Because the Company had less than $3.0 billion in assets as of each of the June 30th measurement dates starting with the Economic Growth Act’s enactment and going through June 30, 2021, the Company has received benefits under the Policy Statement ~~and will continue to do so~~ through 2022, except with regard to the timing of the Red River Bank safety and soundness exam by the FDIC and the OFI. Due to the timing of the asset balance determination for the Red River Bank safety and soundness examination, a 12-month examination cycle ~~will begin~~began in the second half of 2022. As of June 30, 2022, ~~the last applicable measurement date,~~ the Company had more than $3.0 billion in assets. Therefore, ~~beginning in~~effective January 1, 2023, the Company ~~expects to~~ no longer ~~receive~~receives any benefits under the Policy ~~Statement. Although~~Statement and became subject to consolidated capital requirements. As of June 30, 2023, the ~~minimum regulatory capital requirements are not currently~~last applicable tomeasurement date, the Company ~~the Company calculates these ratios for its own planning and monitoring purposes.~~has more than $3.0 billion in assets.

Capital amounts and ratios for ~~Red River Bancshares, Inc.~~the Company as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, are presented in the following table:


												Regulatory Requirements
		Actual				Actual		Minimum(1)				Well Capitalized(2)
(dollars in thousands)	(dollars in thousands)	Amount		Ratio			(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount	Ratio
September 30, 2022
June 30, 2023							June 30, 2023
Total Risk-Based Capital	Total Risk-Based Capital	$	345,564	17.15	%		Total Risk-Based Capital	$	373,046	18.13	%	$	215,996	10.50	%	N/A	N/A
Tier I Risk-Based Capital	Tier I Risk-Based Capital	$	325,611	16.16	%		Tier I Risk-Based Capital	$	351,519	17.09	%	$	174,854	8.50	%	N/A	N/A
Common Equity Tier I Capital	Common Equity Tier I Capital	$	325,611	16.16	%		Common Equity Tier I Capital	$	351,519	17.09	%	$	143,997	7.00	%	N/A	N/A
Tier I Leverage Capital	Tier I Leverage Capital	$	325,611	10.31	%		Tier I Leverage Capital	$	351,519	11.48	%	$	122,433	4.00	%	N/A	N/A

December 31, 2021
December 31, 2022							December 31, 2022
Total Risk-Based Capital	Total Risk-Based Capital	$	319,553	17.83	%		Total Risk-Based Capital	$	356,001	17.39	%	N/A		N/A		N/A	N/A
Tier I Risk-Based Capital	Tier I Risk-Based Capital	$	300,377	16.76	%		Tier I Risk-Based Capital	$	335,373	16.38	%	N/A		N/A		N/A	N/A
Common Equity Tier I Capital	Common Equity Tier I Capital	$	300,377	16.76	%		Common Equity Tier I Capital	$	335,373	16.38	%	N/A		N/A		N/A	N/A
Tier I Leverage Capital	Tier I Leverage Capital	$	300,377	9.67	%		Tier I Leverage Capital	$	335,373	10.71	%	N/A		N/A		N/A	N/A

(1)Due to the full phase-in of the CCB, these are the regulatory minimum amounts and ratios. These amounts and ratios were labeled as “Minimum Plus CCB” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and prior filings.

(2)This column refers to the prompt corrective action requirements applicable to banks. Bank holding companies are not subject to prompt corrective action requirements.

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Capital amounts and ratios for the Bank as of June 30, 2023 and December 31, 2022, are presented in the following table:


					Regulatory Requirements
	Actual				Minimum(1)				Well Capitalized(2)
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
June 30, 2023
Total Risk-Based Capital	$	363,601	17.68	%	$	215,928	10.50	%	$	205,645	10.00	%
Tier I Risk-Based Capital	$	342,074	16.63	%	$	174,799	8.50	%	$	164,516	8.00	%
Common Equity Tier I Capital	$	342,074	16.63	%	$	143,952	7.00	%	$	133,670	6.50	%
Tier I Leverage Capital	$	342,074	11.18	%	$	122,400	4.00	%	$	153,000	5.00	%

December 31, 2022
Total Risk-Based Capital	$	344,867	16.85	%	$	214,915	10.50	%	$	204,681	10.00	%
Tier I Risk-Based Capital	$	324,239	15.84	%	$	173,979	8.50	%	$	163,745	8.00	%
Common Equity Tier I Capital	$	324,239	15.84	%	$	143,277	7.00	%	$	133,043	6.50	%
Tier I Leverage Capital	$	324,239	10.35	%	$	125,252	4.00	%	$	156,565	5.00	%

(2)This column refers to the prompt corrective action requirements applicable to banks.

Community Bank Leverage Ratio Framework

As part of the directive under the Economic Growth Act, onin September ~~17,~~ 2019, the FDIC and other federal bank regulatory agencies approved the CBLR framework. This optional framework became effective January 1, 2020, and is available to the Company and the Bank as an alternative to the Basel III risk-based capital framework. The CBLR framework provides for a simple measure of capital adequacy for certain community banking organizations. Specifically, depository institutions and depository institution holding companies that have less than $10.0 billion in total consolidated assets and meet other qualifying criteria, including a Tier 1 leverage ratio of greater than 9.00% ~~(subsequently temporarily reduced to 8.00% for 2020 and 8.50% for 2021 as a COVID-19 relief measure)~~, are considered qualifying community banking organizations ~~and are~~ eligible to opt into the CBLR framework and replace the applicable Basel III risk-based capital requirements.

As of ~~September~~June 30, ~~2022,~~2023, the Company and the Bank qualify for the CBLR framework. Management does not intend to utilize the CBLR framework.

8.9. Earnings Per Common Share

Basic EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, after giving retroactive effect to stock splits. Diluted EPS includes accrued but unissued shares relating to the Director Compensation Program, stock options, and restricted stock determined using the treasury stock method. The dilutive EPS calculation assumes all outstanding stock options to purchase common stock have been exercised at the beginning of the year, and the pro forma proceeds from the exercised options and restricted stock are used to purchase common stock at the average fair market valuation price.

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The computations of basic and diluted earnings per common share for the Company were as follows:


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands, except share amounts)	(in thousands, except share amounts)	2022		2021		2022		2021		(in thousands, except share amounts)	2023		2022		2023		2022
Numerator:	Numerator:									Numerator:
Net income - basic	Net income - basic	$	10,186	$	8,138	$	26,725	$	24,442	Net income - basic	$	8,968	$	9,147	$	18,566	$	16,539
Net income - diluted	Net income - diluted	$	10,186	$	8,138	$	26,725	$	24,442	Net income - diluted	$	8,968	$	9,147	$	18,566	$	16,539

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding - basic	Weighted average shares outstanding - basic	7,183,915		7,278,192		7,179,984		7,298,597		Weighted average shares outstanding - basic	7,177,621		7,176,365		7,180,187		7,177,986
Plus: Effect of Director Compensation Program	Plus: Effect of Director Compensation Program	394		156		1,183		678		Plus: Effect of Director Compensation Program	238		361		450		721
Plus: Effect of restricted stock	Plus: Effect of restricted stock	12,791		15,663		12,791		15,663		Plus: Effect of restricted stock	16,775		19,917		16,775		19,917
Weighted average shares outstanding - diluted	Weighted average shares outstanding - diluted	7,197,100		7,294,011		7,193,958		7,314,938		Weighted average shares outstanding - diluted	7,194,634		7,196,643		7,197,412		7,198,624

Earnings per common share:	Earnings per common share:									Earnings per common share:
Basic	Basic	$	1.42	$	1.12	$	3.72	$	3.35	Basic	$	1.25	$	1.27	$	2.59	$	2.30
Diluted	Diluted	$	1.42	$	1.12	$	3.71	$	3.34	Diluted	$	1.25	$	1.27	$	2.58	$	2.30

9.10. Equity

Stock Repurchase Program

On ~~February~~November 4, 2022, the Company’s ~~Board~~board of ~~Directors~~directors approved the renewal of its 2022 stock repurchase program that ~~was completed in the fourth quarter of 2021 after reaching its purchase limit.~~expired on December 31, 2022. The renewed ~~repurchase~~ program authorizes the Company to purchase up to $5.0 million of its outstanding shares of common stock from ~~February 4, 2022~~January 1, 2023 through December 31, ~~2022.~~2023. Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions. For the three months ended ~~September~~June 30, ~~2022, the Company did not repurchase any shares of its common stock. For the nine months ended September 30, 2022,~~2023, the Company repurchased ~~4,465~~11,894 shares of its common stock at an aggregate cost of ~~$218,000.~~$601,000. For the six months ended June 30, 2023, the Company repurchased 18,689 shares of its common stock at an aggregate cost of $947,000. As of ~~September~~June 30, ~~2022,~~2023, the Company had ~~$4.8~~$4.1 million available for repurchasing its common stock under this program.

AOCI - Transfer of Unrealized Gain (Loss) of Securities AFS and HTM

During the second quarter of 2022, the Company reclassified ~~certain securities~~$166.3 million, net of $17.9 million of unrealized loss, from AFS to HTM. ~~Such transfers are made~~The securities were transferred at fair value, onwhich became the ~~date of transfer.~~cost basis for the securities HTM. The net unrealized ~~holding~~ loss ~~on the date~~ of ~~transfer is retained, net of tax, in AOCI, with no immediate change to the total balance in AOCI. The unrealized holding loss will be amortized over the remaining life of the securities.~~

~~Table of Contents~~

~~At the date of transfer, the net unamortized, unrealized loss on the transferred securities included in the consolidated balance sheets totaled~~ $17.9 million, of which $14.2 million, net of tax, was included in ~~AOCI.~~AOCI, is being amortized over the remaining life of the securities as a yield adjustment in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security. There were no gains or losses recognized as a result of the transfer. As of ~~September~~June 30, ~~2022,~~2023, the net unamortized, unrealized loss remaining on the transferred securities included in the consolidated balance sheets totaled ~~$16.0~~$15.2 million, of which ~~$13.0~~$12.0 million, net of tax, was included in AOCI.

CECL Adjustment - Implementation of Current Expected Credit Losses Methodology related to ASU No. 2016-13

On January 1, 2023, the Company adopted the CECL methodology for estimating credit losses. In the first quarter of 2023, the implementation of CECL resulted in a $720,000 adjustment to the ACL and reserve for unfunded commitments, and a $569,000, net of tax, adjustment to retained earnings.

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

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of Red River Bancshares, Inc. on a consolidated basis from December 31, ~~2021~~2022 through ~~September~~June 30, ~~2022,~~2023, and on our results of operations for the quarters ended ~~September~~June 30, ~~2022~~2023 and March 31, 2023, and for the six months ended June 30, 2023 and June 30, ~~2022, and for the nine months ended September 30, 2022 and September 30, 2021.~~2022.

This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, ~~2021,~~2022, included in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, and information presented elsewhere in this Report, particularly the unaudited consolidated financial statements and related notes appearing in Item 1.

The following discussion contains forward-looking statements that reflect our current views with respect to, among other things, future events and our financial performance. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Note Regarding Forward-Looking Statements” and “Part II - Item 1A. Risk Factors” in this Report. Also, see risk factors and other cautionary statements described in “Part I - Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

CORPORATE SUMMARY

Red River Bancshares, Inc. is the bank holding company for Red River Bank, a Louisiana state-chartered bank established in 1999 that provides a fully integrated suite of banking products and services tailored to the needs of our commercial and retail customers. Red River Bank operates from a network of 2827 banking centers throughout Louisiana and one combined LDPO in New Orleans, Louisiana. Banking centers are located in the following Louisiana markets: Central, which includes the Alexandria MSA; Northwest, which includes the Shreveport-Bossier City MSA; Capital, which includes the Baton Rouge MSA; Southwest, which includes the Lake Charles MSA; the Northshore, which includes Covington; Acadiana, which includes the Lafayette MSA; and New Orleans.

Our priority is to drive shareholder value through the establishment of a market-leading commercial banking franchise based in Louisiana. We provide our services through relationship-oriented bankers who are committed to their customers and the communities where we offer our products and services. Our strategy is to expand market share in existing markets and engage in opportunistic new market de novo expansion, supplemented by strategic acquisitions of financial institutions with customer-oriented, compatible philosophies and in desirable geographic areas.

~~THIRD~~SECOND QUARTER ~~2022~~2023 FINANCIAL AND OPERATIONAL HIGHLIGHTS

~~The third~~In the second quarter of ~~2022 financial results included record-high quarterly net~~2023, we had a fairly consistent balance sheet, increased capital ratios, steady liquidity, and reduced earnings. Net interest income, ~~for the second consecutive quarter and an improved~~ net interest margin, ~~FTE. Our balance sheet reflects continued solid loan growth,~~and net income decreased as ~~well as lower securities, deposits, and assets. We also continued to execute our organic expansion plan~~a result of higher interest expense on deposits. Activity in the ~~New Orleans market.~~stock repurchase program was higher than in the prior quarter.

•Net income for the ~~third~~second quarter of ~~2022~~2023 was ~~$10.2~~$9.0 million, or ~~$1.42~~$1.25 diluted EPS, ~~an increase~~a decrease of ~~$1.0 million,~~$630,000, or ~~11.4%~~6.6%, compared to ~~$9.1~~$9.6 million, or ~~$1.27~~$1.33 diluted EPS, for the ~~second~~first quarter of ~~2022.~~2023. These ~~increases~~decreases were mainly due to higher interest expense on deposits. Net income benefited from a ~~$1.9~~$1.2 million, or 666.7%, increase in ~~net interest income.~~SBIC income between the second quarter of 2023 and the prior quarter.

•For the ~~third~~second quarter of ~~2022,~~2023, the return on assets was ~~1.30%~~1.20%, and the return on equity was ~~15.48%~~12.78%.

•Net interest income and net interest margin FTE increased in the third quarter of 2022, compared to the prior quarter. Net interest income for the third quarter of 2022 was $23.1 million, compared to $21.1 million for the prior quarter. Net interest margin FTE was 3.06% for the third quarter of 2022, compared to 2.75% for the prior quarter. These increases were a result of the impact of a higher interest rate environment and an improved asset mix.

•As of ~~September~~June 30, ~~2022,~~2023, assets were ~~$3.06~~$3.03 billion, consistent with March 31, 2023. Total assets were impacted by a ~~decrease of $61.4 million from June 30, 2022. The decrease in assets was mainly due to a $53.7~~$67.2 million decrease in deposits, ~~primarily due to customer deposit activity in response to the changing interest rate environment.~~offset by $60.0 million of new FHLB advances.

•~~Our participation~~Deposits totaled $2.66 billion as of June 30, 2023, a decrease of $67.2 million, or 2.5%, compared to $2.73 billion as of March 31, 2023. During the second quarter of 2023, in addition to the ~~SBA PPP is substantially complete. As~~slight decrease in total deposits, there was also a shift of ~~September 30, 2022, PPP loans were $1.4 million, net of $28,000 of deferred income, or 0.1% of loans HFI.~~balances between deposit categories due to customers moving funds from lower yielding categories to higher yielding categories.

•As of ~~September~~June 30, ~~2022,~~2023, loans HFI were ~~$1.88~~$1.95 billion, an increase of ~~$38.1~~$25.8 million, or ~~2.1%~~1.3%, ~~from June 30, 2022. The growth in loans HFI was primarily a result~~compared to $1.92 billion as of March 31, 2023. During the second quarter of 2023, new loan ~~activity in various markets across Louisiana.~~originations were partially offset by loan payments and paydowns.

•As of ~~September~~June 30, ~~2022,~~2023, total securities were ~~$764.5~~$739.0 million ~~or 25.0% of assets,~~ compared to ~~$810.7~~$765.2 million ~~or 26.0%~~as of March 31, 2023. Securities decreased $26.2 million primarily due to maturities and principal repayments exceeding purchases.

•In the second quarter of 2023, the Company maintained an average of $182.0 million of liquid assets, which are cash and cash equivalents. The liquid assets to assets ratio was 7.34% as of June 30, ~~2022. Securities decreased primarily due to a larger unrealized loss and principal repayments in the securities portfolio.~~2023.

•~~NPAs were $2.7~~In the second quarter of 2023, the Bank recorded $60.0 million ~~or 0.09% of assets, as of September 30, 2022. As of September 30, 2022,~~in borrowings from the ~~allowance for loan losses was $20.0 million, or 1.06% of loans HFI.~~FHLB.

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•Net interest income and net interest margin FTE decreased in the second quarter of 2023 compared to the prior quarter. Net interest income was $21.5 million for the second quarter of 2023 compared to $22.9 million for the prior quarter. Net interest margin FTE was 2.96% for the second quarter of 2023 compared to 3.13% for the prior quarter. These decreases were mainly due to the higher interest rate environment resulting in intensified deposit rate pressure and higher deposit costs.

•The CECL methodology became effective for the Bank on January 1, 2023. No provision expense was recorded in the first quarter of 2023. Provision expense for the second quarter of 2023 was $300,000.

•As of June 30, 2023, NPAs were $2.0 million, or 0.07% of assets, and the ACL was $21.1 million, or 1.08% of loans HFI.

•Capital ratios increased in the second quarter of 2023. The June 30, 2023 leverage ratio was 11.48%, and the equity to assets ratio was 9.36%.

•We paid a quarterly cash dividend of ~~$0.07~~$0.08 per common share in the ~~third~~second quarter of ~~2022.~~2023.

•~~We did not repurchase any shares through our~~The 2023 stock repurchase program inauthorizes us to purchase up to $5.0 million of our outstanding shares of common stock from January 1, 2023 through December 31, 2023. In the ~~third~~second quarter of ~~2022.~~2023, we repurchased 11,894 shares of our common stock at an aggregate cost of $601,000.

•~~We continued implementing our organic expansion plan~~Recently, S&P Market Intelligence ranked Red River Bank 45th of the top 50 best-performing community banks in ~~the New Orleans market. We remodeled~~2022 with assets between $3.0 and ~~received regulatory approval on a leased banking center location in downtown New Orleans, which we opened as the Bank’s first full-service banking center in New Orleans on August 1, 2022.~~$10.0 billion.

The following tables contain selected financial information regarding our financial position and performance as of and for the periods indicated:


		As of				Change from December 31, 2021 to September 30, 2022					As of				Change from December 31, 2022 to June 30, 2023
(dollars in thousands)		September 30, 2022		December 31, 2021		$ Change		% Change
(in thousands)										(in thousands)	June 30, 2023		December 31, 2022		$ Change	% Change
Selected Period End Balance Sheet Data:	Selected Period End Balance Sheet Data:									Selected Period End Balance Sheet Data:
Total assets	Total assets	$	3,059,678	$	3,224,710	$	(165,032)	(5.1)	%	Total assets	$	3,027,194	$	3,082,686	(55,492)	(1.8)	%
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	261,608		761,721		(500,113)		(65.7)	%	Interest-bearing deposits in other banks	$	185,409	$	240,568	(55,159)	(22.9)	%
Securities available-for-sale, at fair value	Securities available-for-sale, at fair value	609,748		659,178		(49,430)		(7.5)	%	Securities available-for-sale, at fair value	$	588,478	$	614,407	(25,929)	(4.2)	%
Securities held-to-maturity, at amortized cost	Securities held-to-maturity, at amortized cost	154,736		—		154,736		—	%	Securities held-to-maturity, at amortized cost	$	146,569	$	151,683	(5,114)	(3.4)	%
Loans held for investment	Loans held for investment	1,879,669		1,683,832		195,837		11.6	%	Loans held for investment	$	1,947,631	$	1,916,267	31,364	1.6	%
Total deposits	Total deposits	2,796,494		2,910,348		(113,854)		(3.9)	%	Total deposits	$	2,664,183	$	2,798,936	(134,753)	(4.8)	%
Total stockholders’ equity	Total stockholders’ equity	243,413		298,150		(54,737)		(18.4)	%	Total stockholders’ equity	$	283,372	$	265,753	17,619	6.6	%

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		As of and for the Three Months Ended									As of and for the Nine Months Ended							As of and for the Three Months Ended									As of and for the Six Months Ended
(dollars in thousands, except per share data)	(dollars in thousands, except per share data)	September 30, 2022			June 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021			(dollars in thousands, except per share data)	June 30, 2023			March 31, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Net Income	Net Income	$	10,186		$	9,147		$	8,138		$	26,725		$	24,442		Net Income	$	8,968		$	9,598		$	9,147		$	18,566		$	16,539

Per Common Share Data:	Per Common Share Data:																Per Common Share Data:
Earnings per share, basic	Earnings per share, basic	$	1.42		$	1.27		$	1.12		$	3.72		$	3.35		Earnings per share, basic	$	1.25		$	1.34		$	1.27		$	2.59		$	2.30
Earnings per share, diluted	Earnings per share, diluted	$	1.42		$	1.27		$	1.12		$	3.71		$	3.34		Earnings per share, diluted	$	1.25		$	1.33		$	1.27		$	2.58		$	2.30
Book value per share	Book value per share	$	33.88		$	35.34		$	41.05		$	33.88		$	41.05		Book value per share	$	39.49		$	38.54		$	35.34		$	39.49		$	35.34
Tangible book value per share(1,2)	Tangible book value per share(1,2)	$	33.67		$	35.12		$	40.84		$	33.67		$	40.84		Tangible book value per share(1,2)	$	39.28		$	38.33		$	35.12		$	39.28		$	35.12
Realized book value per share(1,3)	Realized book value per share(1,3)	$	45.54		$	44.23		$	41.06		$	45.54		$	41.06		Realized book value per share(1,3)	$	49.21		$	48.09		$	44.23		$	49.21		$	44.23
Cash dividends per share	Cash dividends per share	$	0.07		$	0.07		$	0.07		$	0.21		$	0.21		Cash dividends per share	$	0.08		$	0.08		$	0.07		$	0.16		$	0.14
Shares outstanding	Shares outstanding	7,183,915			7,176,365			7,276,400			7,183,915			7,276,400			Shares outstanding	7,175,056			7,177,650			7,176,365			7,175,056			7,176,365
Weighted average shares outstanding, basic	Weighted average shares outstanding, basic	7,183,915			7,176,365			7,278,192			7,179,984			7,298,597			Weighted average shares outstanding, basic	7,177,621			7,182,782			7,176,365			7,180,187			7,177,986
Weighted average shares outstanding, diluted	Weighted average shares outstanding, diluted	7,197,100			7,196,643			7,294,011			7,193,958			7,314,938			Weighted average shares outstanding, diluted	7,194,634			7,196,354			7,196,643			7,197,412			7,198,624

Summary Performance Ratios:	Summary Performance Ratios:																Summary Performance Ratios:
Return on average assets	Return on average assets	1.30		%	1.15		%	1.11		%	1.13		%	1.15		%	Return on average assets	1.20		%	1.28		%	1.15		%	1.24		%	1.04		%
Return on average equity	Return on average equity	15.48		%	14.30		%	10.83		%	13.25		%	11.17		%	Return on average equity	12.78		%	14.33		%	14.30		%	13.54		%	12.17		%
Net interest margin	Net interest margin	3.00		%	2.70		%	2.54		%	2.70		%	2.57		%	Net interest margin	2.91		%	3.07		%	2.70		%	2.99		%	2.55		%
Net interest margin FTE(4)	Net interest margin FTE(4)	3.06		%	2.75		%	2.60		%	2.76		%	2.63		%	Net interest margin FTE(4)	2.96		%	3.13		%	2.75		%	3.04		%	2.61		%
Efficiency ratio(5)	Efficiency ratio(5)	53.80		%	55.64		%	57.61		%	56.52		%	56.07		%	Efficiency ratio(5)	58.63		%	56.84		%	55.64		%	57.74		%	58.07		%
Loans HFI to deposits ratio	Loans HFI to deposits ratio	67.22		%	64.61		%	59.99		%	67.22		%	59.99		%	Loans HFI to deposits ratio	73.10		%	70.36		%	64.61		%	73.10		%	64.61		%
Noninterest-bearing deposits to deposits ratio	Noninterest-bearing deposits to deposits ratio	41.92		%	41.46		%	42.29		%	41.92		%	42.29		%	Noninterest-bearing deposits to deposits ratio	37.14		%	38.81		%	41.46		%	37.14		%	41.46		%
Noninterest income to average assets	Noninterest income to average assets	0.62		%	0.61		%	0.77		%	0.60		%	0.89		%	Noninterest income to average assets	0.81		%	0.58		%	0.61		%	0.69		%	0.58		%
Operating expense to average assets	Operating expense to average assets	1.93		%	1.82		%	1.86		%	1.84		%	1.90		%	Operating expense to average assets	2.16		%	2.06		%	1.82		%	2.11		%	1.80		%

Summary Credit Quality Ratios:	Summary Credit Quality Ratios:																Summary Credit Quality Ratios:
NPAs to total assets		0.09		%	0.03		%	0.08		%	0.09		%	0.08		%
NPAs to assets																	NPAs to assets	0.07		%	0.08		%	0.03		%	0.07		%	0.03		%
Nonperforming loans to loans HFI	Nonperforming loans to loans HFI	0.14		%	0.02		%	0.09		%	0.14		%	0.09		%	Nonperforming loans to loans HFI	0.10		%	0.12		%	0.02		%	0.10		%	0.02		%
Allowance for loan losses to loans HFI		1.06		%	1.05		%	1.18		%	1.06		%	1.18		%
Allowance for credit losses to loans HFI																	Allowance for credit losses to loans HFI	1.08		%	1.09		%	1.05		%	1.08		%	1.05		%
Net charge-offs to average loans	Net charge-offs to average loans	0.00		%	0.01		%	0.03		%	0.01		%	0.03		%	Net charge-offs to average loans	0.00		%	0.00		%	0.01		%	0.01		%	0.01		%

Capital Ratios:	Capital Ratios:																Capital Ratios:
Total stockholders’ equity to total assets		7.96		%	8.13		%	9.89		%	7.96		%	9.89		%
Stockholders’ equity to assets																	Stockholders’ equity to assets	9.36		%	9.13		%	8.13		%	9.36		%	8.13		%
Tangible common equity to tangible assets(1,6)	Tangible common equity to tangible assets(1,6)	7.91		%	8.08		%	9.84		%	7.91		%	9.84		%	Tangible common equity to tangible assets(1,6)	9.31		%	9.08		%	8.08		%	9.31		%	8.08		%
Total risk-based capital to risk-weighted assets	Total risk-based capital to risk-weighted assets	17.15		%	16.89		%	18.74		%	17.15		%	18.74		%	Total risk-based capital to risk-weighted assets	18.13		%	17.89		%	16.89		%	18.13		%	16.89		%
Tier 1 risk-based capital to risk-weighted assets	Tier 1 risk-based capital to risk-weighted assets	16.16		%	15.92		%	17.60		%	16.16		%	17.60		%	Tier 1 risk-based capital to risk-weighted assets	17.09		%	16.85		%	15.92		%	17.09		%	15.92		%
Common equity Tier 1 capital to risk-weighted assets	Common equity Tier 1 capital to risk-weighted assets	16.16		%	15.92		%	17.60		%	16.16		%	17.60		%	Common equity Tier 1 capital to risk-weighted assets	17.09		%	16.85		%	15.92		%	17.09		%	15.92		%
Tier 1 risk-based capital to average assets	Tier 1 risk-based capital to average assets	10.31		%	9.73		%	10.21		%	10.31		%	10.21		%	Tier 1 risk-based capital to average assets	11.48		%	11.02		%	9.73		%	11.48		%	9.73		%

(1)Non-GAAP financial measure. Calculations of this measure and reconciliations to GAAP are included in “ - Non-GAAP Financial Measures” in this Report. This measure has not been audited.

(2)We calculate tangible book value per share as total stockholders’ equity, less intangible assets, divided by the outstanding number of shares of our common stock at the end of the relevant period.

(3)We calculate realized book value per share as total stockholders’ equity, less AOCI, divided by the outstanding number of shares of our common stock at the end of the relevant period.

(4)Net interest margin FTE includes an FTE adjustment using a 21.0% federal income tax rate on tax-exempt securities and tax-exempt loans.

(5)Efficiency ratio represents operating expenses divided by the sum of net interest income and noninterest income.

(6)We calculate tangible common equity as total stockholders’ equity, less intangible assets, net of accumulated amortization, and we calculate tangible assets as total assets, less intangible assets, net of accumulated amortization.

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RESULTS OF OPERATIONS

Net income for the ~~third~~second quarter of ~~2022~~2023 was ~~$10.2~~$9.0 million, or ~~$1.42~~$1.25 diluted EPS, a decrease of $630,000, or 6.6%, compared to $9.6 million, or $1.33 diluted EPS, for the first quarter of 2023. The decrease in net income was due to a $1.4 million decrease in net interest income, a $644,000 increase in operating expenses, and a $300,000 increase in the provision for credit losses, partially offset by a $1.7 million increase in noninterest income and a $46,000 decrease in income tax expense. The return on assets for the second quarter of 2023 was 1.20%, compared to 1.28% for the first quarter of 2023. The return on equity was 12.78% for the second quarter of 2023, compared to 14.33% for the first quarter of 2023. Our efficiency ratio for the second quarter of 2023 was 58.63%, compared to 56.84% for the first quarter of 2023.

Net income for the six months ended June 30, 2023, was $18.6 million, or $2.58 diluted EPS, an increase of ~~$1.0~~$2.0 million, or ~~11.4%~~12.3%, compared to ~~$9.1~~$16.5 million, or ~~$1.27~~$2.30 diluted EPS, for the ~~second quarter of~~six months ended June 30, 2022. The increase in net income was due to a ~~$1.9~~$4.5 million increase in net interest income, a ~~$13,000 decrease in income tax expense, and a $7,000~~$1.1 million increase in noninterest income, ~~partially offset by a $570,000 increase in operating expenses~~ and a $350,000 increase in provision for loan losses. The return on assets for the third quarter of 2022 was 1.30%, compared to 1.15% for the second quarter of 2022. The return on equity was 15.48% for the third quarter of 2022, compared to 14.30% for the second quarter of 2022. Our efficiency ratio for the third quarter of 2022 was 53.80%, compared to 55.64% for the second quarter of 2022.

Net income for the nine months ended September 30, 2022, was $26.7 million, or $3.71 diluted EPS, an increase of $2.3 million, or 9.3%, compared to $24.4 million, or $3.34 diluted EPS, for the nine months ended September 30, 2021. The increase in net income was due to a $10.0 million increase in net interest income and a $750,000$100,000 decrease in the provision for ~~loan~~credit losses, partially offset by a ~~$4.7 million decrease in noninterest income, a $3.3~~$3.1 million increase in operating expenses and a ~~$458,000~~$613,000 increase in income tax expense. The return on assets for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, was ~~1.13%~~1.24%, compared to ~~1.15%~~1.04% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The return on equity was ~~13.25%~~13.54% for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~11.17%~~12.17% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our efficiency ratio for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, was ~~56.52%~~57.74%, compared to ~~56.07%~~58.07% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Net Interest Income and Net Interest Margin

Our operating results depend primarily on our net interest income. Fluctuations in market interest rates impact the yield on interest-earning assets and the rate paid on interest-bearing liabilities. Changes in the amount and type of interest-earning assets and interest-bearing liabilities impact our net interest income. To evaluate net interest income, we measure and monitor: (1) yields on loans and other interest-earning assets; (2) the cost of deposits and other funding sources; (3) net interest spread; and (4) net interest margin. Since noninterest-bearing sources of funds, such as noninterest-bearing deposits and stockholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing funding sources.

~~Beginning~~Between March 2020 ~~we were in a low~~and June 2023, the interest rate environment ~~that impacted both the net interest income and net interest margin FTE.~~has changed significantly. In March 2020, the target federal funds ~~rate~~range decreased 150 bps to a range of 0.00% to 0.25% and remained at that ~~rate~~level until March 2022, when the FOMC began increasing the target federal funds ~~rate.~~range. The FOMC increased the ~~target~~ federal funds rate by 425 bps in 2022, by 50 bps in the first quarter of 2023, and an additional 25 bps in ~~March 2022, 50 bps in May 2022, and 75 bps in each~~the second quarter of ~~June, July, and September 2022, resulting in a range of 3.00% to 3.25% as of September 30, 2022.~~2023. The average effective federal funds rate for the ~~third quarter of 2022 was 2.19% compared to 0.77% for the~~ second quarter of ~~2022.~~2023 was 4.99% compared to 4.52% for the first quarter of 2023. For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the average effective federal funds rate was ~~1.03%~~4.75% compared to ~~0.08%~~2.92% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~2022~~ net interest income and net interest margin FTE for the three months ended June 30, 2023, and the six months ended June 30, 2023, were ~~positively~~both impacted by the ~~2022 target~~ federal funds rate increases by the ~~FOMC.~~FOMC over the last year.

~~Third Quarter of 2022 vs.~~ Second Quarter of ~~2022~~2023 vs. First Quarter of 2023

Net interest income for the ~~third~~second quarter of ~~2022~~2023 was ~~$23.1~~$21.5 million, which was ~~$1.9~~$1.4 million, or ~~9.2%~~6.1%, ~~higher~~lower than the ~~second~~first quarter of ~~2022,~~2023, due to a ~~$2.4~~$2.1 million increase in interest expense, partially offset by a $739,000 increase in interest and dividend ~~income, partially offset by a $449,000~~income. The increase in interest ~~expense.~~expense was due to increased deposit rates combined with larger balances in higher cost deposit accounts. In responding to deposit rate competition, we increased the rates on time deposits and certain interest-bearing transaction deposits. The cost of deposits increased 32 bps to 1.03% for the second quarter of 2023 from 0.71% for the prior quarter. The increase in interest and dividend income was primarily due to an increase in ~~non-PPP loan~~ income ~~and an increase~~on loans, partially offset by a decrease in interest income on short-term liquid assets. ~~Non-PPP loan~~Loan income increased ~~$1.9~~$1.1 million due to higher rates on new, renewed, and ~~renewed non-PPP~~floating rate loans. The rate on these loans ~~and a $78.4 million increase in~~was 7.09% for the ~~average balance~~second quarter of ~~non-PPP loans when~~2023 compared to 6.68% for the prior quarter. Income on short-term liquid assets ~~increased $768,000~~decreased $451,000 due toa decrease in these balances during the FOMC’s increases to the target federal funds rate. The increase in interest expense in the third quarter of 2022 was primarily a result of an increase in the rates on interest-bearing transaction deposits.second quarter.

The net interest margin FTE ~~increased 31~~decreased 17 bps to ~~3.06%~~2.96% for the ~~third~~second quarter of ~~2022,~~2023, compared to ~~2.75%~~3.13% for the prior quarter. This ~~increase~~decrease was driven primarily by higher deposit rates as a result of the ~~higher interest~~deposit rate ~~environment and an improved asset mix~~pressures. As we increased rates on several of our deposit products, we continued to experience a change in the ~~third quarter~~deposit mix due to customers moving deposits from lower yielding accounts to higher yielding accounts. The rate on time deposits increased 71 bps, and the rate on interest-bearing transaction deposits increased by 37 bps. The shift in deposit mix, combined with the increase in rates on these accounts, increased the total cost of ~~2022.~~deposits by 32 bps. The higher cost of deposits was partially offset by a 14 bp increase in the yield on ~~non-PPP loans increased 18 bps driven by higher rates on new and renewed~~ loans and a 49 bp increase in the yield on short-term liquid assets, ~~increased 144 bps due to~~which were driven by the higher interest rate environment. ~~These increases were partially offset by a 12 bp increase in~~

On July 26, 2023, the ~~rate on interest-bearing deposits.~~

~~The~~ FOMC ~~raised~~increased the ~~target~~ federal funds rate by ~~75 bps~~25 bps. The current expectation is that the FOMC will keep the rate consistent through December 2023. For the remainder of 2023, we anticipate receiving approximately $100.0 million in ~~November 2022~~cash flows from our securities portfolio that should be redeployed into higher yielding assets and ~~is expected to raise the target federal funds rate one additional time in the fourth quarter of 2022 and in early 2023. Our balance sheet is asset sensitive, and~~should benefit both net interest income ~~on earning assets generally improves in a higher~~and net interest ~~rate environment. However, we also expect~~margin FTE. We continue to experience additional pressure on deposit interest rates due to the higher interest rate ~~environment.~~environment and competition for deposits. As of ~~September~~June 30, ~~2022,~~2023, floating rate loans were ~~14.5%~~13.3% of loans HFI, and floating rate transaction deposits were ~~3.6%~~3.9% of interest-bearing transaction deposits. Depending on balance sheet activity and excluding PPP loans, we expect an increasing interest rate environment to positively impact our net interest income and net interest margin FTE in the fourth quarter of 2022.

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Depending on balance sheet activity, movement in interest rates, deposit rate pressure, and deposit mix shift, we expect the net interest margin FTE to remain fairly consistent for the remainder of 2023.

The following table presents average balance sheet information, interest income, interest expense, and the corresponding average yields earned and rates paid for the three months ended ~~September 30, 2022 and~~ June 30, ~~2022:~~2023 and March 31, 2023:


		For the Three Months Ended													For the Three Months Ended
		September 30, 2022						June 30, 2022							June 30, 2023						March 31, 2023
(dollars in thousands)	(dollars in thousands)	Average Balance Outstanding		Interest Earned/ Interest Paid		Average Yield/ Rate		Average Balance Outstanding		Interest Earned/ Interest Paid		Average Yield/ Rate		(dollars in thousands)	Average Balance Outstanding		Interest Earned/ Interest Paid		Average Yield/ Rate		Average Balance Outstanding		Interest Earned/ Interest Paid		Average Yield/ Rate
Assets	Assets													Assets
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Loans(1,2)	Loans(1,2)	$	1,871,834	$	19,740	4.13	%	$	1,796,322	$	18,032	3.97	%	Loans(1,2)	$	1,933,225	$	22,851	4.68	%	$	1,918,336	$	21,764	4.54	%
Securities - taxable	Securities - taxable	658,245		2,536		1.54	%	690,772		2,615		1.52	%	Securities - taxable	630,103		2,628		1.67	%	641,237		2,533		1.59	%
Securities - tax-exempt	Securities - tax-exempt	207,182		1,036		2.00	%	211,672		1,062		2.01	%	Securities - tax-exempt	204,208		1,037		2.03	%	205,512		1,034		2.01	%
Federal funds sold	Federal funds sold	55,201		317		2.25	%	53,216		116		0.86	%	Federal funds sold	19,780		251		5.02	%	55,411		635		4.58	%
Interest-bearing balances due from banks		219,845		1,238		2.21	%	351,092		671		0.76	%
Interest-bearing deposits in other banks														Interest-bearing deposits in other banks	131,361		1,671		5.04	%	153,667		1,738		4.53	%
Nonmarketable equity securities	Nonmarketable equity securities	3,452		19		2.24	%	3,451		2		0.22	%	Nonmarketable equity securities	3,533		33		3.72	%	3,478		28		3.24	%

Total interest-earning assets	Total interest-earning assets	3,015,759		$	24,886	3.24	%	3,106,525		$	22,498	2.87	%	Total interest-earning assets	2,922,210		$	28,471	3.86	%	2,977,641		$	27,732	3.73	%
Allowance for loan losses		(19,667)						(19,293)
Allowance for credit losses														Allowance for credit losses	(20,824)						(20,885)
Noninterest-earning assets	Noninterest-earning assets	100,685						99,687						Noninterest-earning assets	89,021						89,031
Total assets	Total assets	$	3,096,777					$	3,186,919					Total assets	$	2,990,407					$	3,045,787
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity													Liabilities and Stockholders’ Equity
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	1,323,081	$	938	0.28	%	$	1,410,270	$	547	0.16	%	Interest-bearing transaction deposits	$	1,240,078	$	4,013	1.30	%	$	1,326,547	$	3,029	0.93	%
Time deposits	Time deposits	321,547		860		1.06	%	328,420		802		0.98	%	Time deposits	433,112		2,920		2.70	%	366,214		1,794		1.99	%
Total interest-bearing deposits	Total interest-bearing deposits	1,644,628		1,798		0.43	%	1,738,690		1,349		0.31	%	Total interest-bearing deposits	1,673,190		6,933		1.66	%	1,692,761		4,823		1.16	%

Other borrowings	Other borrowings	—		—		—	%	—		—		—	%	Other borrowings	1,978		28		5.50	%	1		—		5.08	%
Total interest-bearing liabilities	Total interest-bearing liabilities	1,644,628		$	1,798	0.43	%	1,738,690		$	1,349	0.31	%	Total interest-bearing liabilities	1,675,168		$	6,961	1.67	%	1,692,762		$	4,823	1.16	%
Noninterest-bearing liabilities:	Noninterest-bearing liabilities:													Noninterest-bearing liabilities:
Noninterest-bearing deposits	Noninterest-bearing deposits	1,173,387						1,175,251						Noninterest-bearing deposits	1,014,205						1,061,135
Accrued interest and other liabilities	Accrued interest and other liabilities	17,756						16,459						Accrued interest and other liabilities	19,612						20,219
Total noninterest-bearing liabilities	Total noninterest-bearing liabilities	1,191,143						1,191,710						Total noninterest-bearing liabilities	1,033,817						1,081,354
Stockholders’ equity	Stockholders’ equity	261,006						256,519						Stockholders’ equity	281,422						271,671
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	3,096,777					$	3,186,919					Total liabilities and stockholders’ equity	$	2,990,407					$	3,045,787
Net interest income	Net interest income			$	23,088					$	21,149			Net interest income			$	21,510					$	22,909
Net interest spread	Net interest spread					2.81	%					2.56	%	Net interest spread					2.19	%					2.57	%
Net interest margin	Net interest margin					3.00	%					2.70	%	Net interest margin					2.91	%					3.07	%
Net interest margin FTE(3)	Net interest margin FTE(3)					3.06	%					2.75	%	Net interest margin FTE(3)					2.96	%					3.13	%
Cost of deposits	Cost of deposits					0.25	%					0.19	%	Cost of deposits					1.03	%					0.71	%
Cost of funds	Cost of funds					0.24	%					0.17	%	Cost of funds					0.96	%					0.66	%

(1)Includes average outstanding balances of loans HFS of ~~$2.7~~$3.5 million and $~~3.8~~1.3 million for the three months ended ~~September~~June 30, 2023 and March 31, 2023, respectively.

(2)Nonaccrual loans are included as loans carrying a zero yield.

(3)Net interest margin FTE includes an FTE adjustment using a 21.0% federal income tax rate on tax-exempt securities and tax-exempt loans.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Net interest income for the six months ended June 30, 2023 was $44.4 million, which was $4.5 million, or 11.4%, higher than $39.9 million for the six months ended June 30, 2022. Net interest income increased due to a $13.7 million increase in interest and dividend income, partially offset by a $9.2 million increase in interest expense.

The increase in interest and dividend income for the six months ended June 30, 2023, when compared to the six months ended June 30, 2022, was primarily due to an increase in loan income and an increase in income on short-term liquid assets. Loan income increased $9.8 million due to higher rates on new, renewed, and floating rate loans and a $182.1 million increase in the average balance of loans, when compared to the same period prior year. Income on short-term liquid assets increased $3.2 million due to the FOMC’s increases to the target federal funds range, partially offset by a $343.1 million decrease in the average balance of these short-term liquid assets. Interest expense increased during the

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six months ended June 30, 2023, compared to the same period in 2022 due to increased deposit rates, combined with larger balances in higher cost deposit accounts in 2023.

Net interest margin FTE increased 43 bps to 3.04% for the six months ended June 30, 2023, from 2.61% for the six months ended June 30, 2022, primarily due to the higher interest rate environment and an improved asset mix. The yield on loans increased 64 bps due to higher rates on new, renewed, and floating rate loans due to the higher interest rate environment. Our deployment of lower-yielding short-term liquid assets into higher-yielding loans also benefited the net interest margin FTE. In addition, the yield on short-term liquid assets was 435 bps higher during the six months ended June 30, 2023, compared to the six months ended June 30, 2022.

The net interest margin FTE was negatively impacted by an increase in the cost of deposits. The cost of deposits increased 69 bps to 0.87% for the six months ended June 30, 2023, from 0.18% for the six months ended June 30, 2022, due to a 111 bp increase in the rate on interest-bearing deposits, combined with customers moving deposits from lower yielding accounts to higher yielding accounts in 2023. Within total interest-bearing deposits, the rate on time deposits and interest-bearing transaction deposits increased 139 and 97 bps, respectively. These rates increased as we responded to deposit rate competition that began in the second half of 2022 and continued into 2023.

The following table presents average balance sheet information, interest income, interest expense, and the corresponding average yields earned and rates paid for the six months ended June 30, 2023 and 2022:


	For the Six Months Ended
	June 30, 2023						June 30, 2022
(dollars in thousands)	Average Balance Outstanding		Interest Earned/ Interest Paid		Average Yield/ Rate		Average Balance Outstanding		Interest Earned/ Interest Paid		Average Yield/ Rate
Assets
Interest-earning assets:
Loans(1,2)	$	1,925,821	$	44,616	4.61	%	$	1,743,676	$	34,802	3.97	%
Securities - taxable	635,640		5,160		1.63	%	624,081		4,494		1.44	%
Securities - tax-exempt	204,856		2,071		2.02	%	213,506		2,145		2.01	%
Federal funds sold	37,497		886		4.70	%	53,232		141		0.53	%
Interest-bearing deposits in other banks	142,452		3,409		4.77	%	469,784		922		0.39	%
Nonmarketable equity securities	3,506		61		3.48	%	3,450		3		0.16	%

Total interest-earning assets	2,949,772		$	56,203	3.79	%	3,107,729		$	42,507	2.72	%
Allowance for credit losses	(20,854)						(19,249)
Noninterest-earning assets	89,026						111,905
Total assets	$	3,017,944					$	3,200,385
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing transaction deposits	$	1,283,073	$	7,042	1.11	%	$	1,414,404	$	1,002	0.14	%
Time deposits	399,848		4,714		2.38	%	330,491		1,628		0.99	%
Total interest-bearing deposits	1,682,921		11,756		1.41	%	1,744,895		2,630		0.30	%

Other borrowings	995		28		5.50	%	—		—		—	%
Total interest-bearing liabilities	1,683,916		$	11,784	1.41	%	1,744,895		$	2,630	0.30	%
Noninterest-bearing liabilities:
Noninterest-bearing deposits	1,037,540						1,164,375
Accrued interest and other liabilities	19,914						16,983
Total noninterest-bearing liabilities	1,057,454						1,181,358
Stockholders’ equity	276,574						274,132
Total liabilities and stockholders’ equity	$	3,017,944					$	3,200,385
Net interest income			$	44,419					$	39,877
Net interest spread					2.38	%					2.42	%
Net interest margin					2.99	%					2.55	%
Net interest margin FTE(3)					3.04	%					2.61	%
Cost of deposits					0.87	%					0.18	%
Cost of funds					0.81	%					0.17	%

(1)Includes average outstanding balances of loans HFS of $2.4 million and $4.0 million for the six months ended June 30, 2023 and 2022, respectively.

(2)Nonaccrual loans are included as loans carrying a zero yield.

(3)Net interest margin FTE includes an FTE adjustment using a 21.0% federal income tax rate on tax-exempt securities and tax-exempt loans.

For the third quarter of 2022, PPP loans had a minimal impact on loan yield and the net interest margin FTE. For the third quarter of 2022, PPP loan interest and fees totaled $6,000, compared to $150,000 in interest and fees for the prior quarter. As of September 30, 2022, deferred PPP fees were $28,000. For additional information on non-GAAP financial measures, see “ - Non-GAAP Financial Measures” in this Report.

~~Table of Contents~~

The following table presents interest income for total loans, PPP loans, and total non-PPP loans (non-GAAP), as well as net interest income and net interest ratios excluding PPP loans (non-GAAP) for the three months ended September 30, 2022 and June 30, 2022:

For the Three Months Ended
September 30, 2022 June 30, 2022
(dollars in thousands) Average
Balance
Outstanding Interest/Fee
Earned Average
Yield Average
Balance
Outstanding Interest/Fee
Earned Average
Yield
Loans(1,2)
$ 1,871,834 $ 19,740 4.13 % $ 1,796,322 $ 18,032 3.97 %
Less: PPP loans, net
Average 1,350 4,202
Interest 4 11
Fees 2 139
Total PPP loans, net 1,350 6 1.62 % 4,202 150 14.30 %
Non-PPP loans (non-GAAP)(3)
$ 1,870,484 $ 19,734 4.13 % $ 1,792,120 $ 17,882 3.95 %
Net interest income, excluding PPP loan income (non-GAAP)
Net interest income $ 23,088 $ 21,149
PPP loan income (6) (150)
Net interest income, excluding PPP loan income (non-GAAP)(3)
$ 23,082 $ 20,999
Ratios excluding PPP loans, net (non-GAAP)(3)
Net interest spread 2.81 % 2.55 %
Net interest margin 3.00 % 2.68 %
Net interest margin FTE(4)
3.06 % 2.73 %

~~(1)Includes average outstanding balances of loans HFS of $2.7 million and~~ ~~$3.8 millionfor the three months ended September 30, 2022 and June 30, 2022, respectively.~~

~~(2)Nonaccrual loans are included as loans carrying a zero yield.~~

~~(3)Non-GAAP financial measure. See also “ - Non-GAAP Financial Measures” in this Report.~~

~~(4)Net interest margin FTE includes an FTE adjustment using a 21.0% federal income tax rate on tax-exempt securities and tax-exempt loans.~~

~~Nine Months Ended September 30, 2022 vs. Nine Months Ended September 30, 2021~~

Net interest income for the nine months ended September 30, 2022 was $63.0 million, which was $10.0 million, or 18.9%, higher than $52.9 million for the nine months ended September 30, 2021. Net interest income increased due to a $10.1 million increase in interest and dividend income, partially offset by a $111,000 increase in interest expense.

The increase in interest and dividend income for the nine months ended September 30, 2022, when compared to the nine months ended September 30, 2021, was primarily due to an increase in non-PPP loan income, an increase in securities income, and an increase in income on short-term liquid assets, partially offset by a decrease in PPP loan income. Non-PPP loan income increased $8.0 million due to a $264.3 million increase in the average balance of non-PPP loans, when compared to the same period prior year. Securities income increased $4.0 million primarily due to a higher average balance of securities due to our deployment of lower-yielding short-term liquid assets into higher-yielding securities during the first half of 2022. Income on short-term liquid assets increased $2.1 million due to the FOMC’s increases to the target federal funds rate in 2022. PPP loan income decreased $3.9 million due to lower average PPP loan balances outstanding and lower fees recognized to income on PPP loans.

Interest expense was slightly higher for the nine months ended September 30, 2022, compared to the same period in 2021 mainly due to a higher balance of interest-bearing transaction deposits. For the nine months ended September 30, 2022, average interest-bearing transaction deposits increased $206.4 million, or 17.5%, compared to the nine months ended September 30, 2021; however, interest expense on time deposits decreased due to time deposits being priced downward as we adjusted rates on new and renewed time deposits in 2021.

Net interest margin FTE increased 13 bps to 2.76% for the nine months ended September 30, 2022, from 2.63% for the nine months ended September 30, 2021, primarily due to the higher interest rate environment and an improved asset mix. The FOMC’s increases to the target federal funds rate during the first nine months of 2022 increased the yield on short-term liquid assets by 68 bps when compared to the same period in 2021. Our deployment of lower-yielding short-term liquid assets into higher-yielding securities in 2022 also benefited the net interest margin FTE. This deployment increased the average balance of higher-yielding taxable securities from $318.4 million in 2021 to $635.6 million in 2022, an

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increase of $317.2 million or 99.7%. The yield on taxable securities also benefited from higher market interest rates on securities purchased during 2022, compared to the interest rate on taxable securities during 2021. The yield on taxable securities increased 16 bps for the nine months ended September 30, 2022, when compared to the nine months ended September 30, 2021. The net interest margin FTE was further benefited by a two bp decrease in the cost of deposits. The cost of deposits decreased from 0.23% to 0.21% for the nine months ended September 30, 2022, due to a 19 bp decrease in the rate on time deposits as we adjusted rates on new and renewed time deposits in 2021. These increases were partially offset by an 11 bp decrease in loan yield. The loan yield decreased primarily as a result of a $3.2 million decrease in PPP loan fee income. PPP loan income decreased due to lower fees recognized to income on PPP loans and a lower average balance of PPP loans outstanding. The yield on non-PPP loans decreased slightly to 3.99% from 4.00% due to lower rates on new and renewed non-PPP loans through the first quarter of 2022, offset by higher loan rates in the second and third quarters of 2022.

The following table presents average balance sheet information, interest income, interest expense, and the corresponding average yields earned and rates paid for the nine months ended September 30, 2022 and 2021:

For the Nine Months Ended
September 30, 2022 September 30, 2021
(dollars in thousands) Average
Balance
Outstanding Interest
Earned/
Interest
Paid Average
Yield/
Rate Average
Balance
Outstanding Interest
Earned/
Interest
Paid Average
Yield/
Rate
Assets
Interest-earning assets:
Loans(1,2)
$ 1,786,864 $ 54,543 4.03 % $ 1,610,449 $ 50,509 4.14 %
Securities - taxable 635,594 7,029 1.48 % 318,354 3,145 1.32 %
Securities - tax-exempt 211,375 3,181 2.01 % 199,556 3,102 2.07 %
Federal funds sold 53,896 458 1.12 % 70,841 67 0.13 %
Interest-bearing balances due from banks 385,556 2,160 0.74 % 521,118 432 0.11 %
Nonmarketable equity securities 3,451 22 0.86 % 3,448 9 0.34 %
Total interest-earning assets $ 3,076,736 $ 67,393 2.90 % $ 2,723,766 $ 57,264 2.78 %
Allowance for loan losses (19,390) (19,152)
Noninterest-earning assets 108,124 133,400
Total assets $ 3,165,470 $ 2,838,014
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing transaction deposits $ 1,383,628 $ 1,940 0.19 % $ 1,177,220 $ 1,238 0.14 %
Time deposits 327,477 2,488 1.02 % 341,847 3,079 1.20 %
Total interest-bearing deposits 1,711,105 4,428 0.35 % 1,519,067 4,317 0.38 %
Other borrowings — — — % — — — %
Total interest-bearing liabilities 1,711,105 $ 4,428 0.35 % 1,519,067 $ 4,317 0.38 %
Noninterest-bearing liabilities:
Noninterest-bearing deposits 1,167,412 1,009,188
Accrued interest and other liabilities 17,244 17,324
Total noninterest-bearing liabilities 1,184,656 1,026,512
Stockholders’ equity 269,709 292,435
Total liabilities and stockholders’ equity $ 3,165,470 $ 2,838,014
Net interest income $ 62,965 $ 52,947
Net interest spread 2.55 % 2.40 %
Net interest margin 2.70 % 2.57 %
Net interest margin FTE(3)
2.76 % 2.63 %
Cost of deposits 0.21 % 0.23 %
Cost of funds 0.19 % 0.21 %

~~(1)Includes average outstanding balances of loans HFS of $3.6 million and $9.4 million for the nine months ended September 30, 2022 and 2021, respectively.~~

~~(2)Nonaccrual loans are included as loans carrying a zero yield.~~

~~(3)Net interest margin FTE includes an FTE adjustment using a 21.0% federal income tax rate on tax-exempt securities and tax-exempt loans.~~

Excluding PPP loan income, net interest income (non-GAAP) for the nine months ended September 30, 2022, was $62.3 million, which was $13.9 million, or 28.8%, higher than the nine months ended September 30, 2021. Also, with PPP loans excluded for the nine months ended September 30, 2022, the yield on non-PPP loans (non-GAAP) was 3.99%, and the

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net interest margin FTE (non-GAAP) was 2.73%. For the nine months ended September 30, 2022, PPP loans had a four bp accretive impact to the yield on loans and a three bp accretive impact to the net interest margin FTE. For additional information on non-GAAP financial measures, see “ - Non-GAAP Financial Measures” in this Report.

For the Nine Months Ended
September 30, 2022 September 30, 2021
(dollars in thousands) Average
Balance
Outstanding Interest/Fee
Earned Average
Yield Average
Balance
Outstanding Interest/Fee
Earned Average
Yield
Loans(1,2)
$ 1,786,864 $ 54,543 4.03 % $ 1,610,449 $ 50,509 4.14 %
Less: PPP loans, net
Average 5,502 93,408
Interest 42 734
Fees 598 3,827
Total PPP loans, net 5,502 640 15.54 % 93,408 4,561 6.51 %
Non-PPP loans (non-GAAP)(3)
$ 1,781,362 $ 53,903 3.99 % $ 1,517,041 $ 45,948 4.00 %
Net interest income, excluding PPP loan income (non-GAAP)
Net interest income $ 62,965 $ 52,947
PPP loan income (640) (4,561)
Net interest income, excluding PPP loan income (non-GAAP)(3)
$ 62,325 $ 48,386
Ratios excluding PPP loans, net (non-GAAP)(3)
Net interest spread 2.52 % 2.27 %
Net interest margin 2.68 % 2.43 %
Net interest margin FTE(4)
2.73 % 2.49 %

~~(1)Includes average outstanding balances of loans HFS of $3.6 million and $9.4 million for the nine months ended September 30, 2022 and 2021, respectively.~~

~~(2)Nonaccrual loans are included as loans carrying a zero yield.~~

~~(3)Non-GAAP financial measure. See also “ - Non-GAAP Financial Measures” in this Report.~~

~~(4)Net interest margin FTE includes an FTE adjustment using a 21.0% federal income tax rate on tax-exempt securities and tax-exempt loans.~~

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Rate/Volume Analysis

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding balances and those due to changes in interest rates. The change in interest attributable to rate has been determined by applying the change in rate between periods to average balances outstanding in the earlier period. The change in interest due to volume has been determined by applying the rate from the earlier period to the change in average balances outstanding between periods. 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						For the Nine Months Ended							For the Three Months Ended						For the Six Months Ended
		September 30, 2022 vs. June 30, 2022						September 30, 2022 vs. September 30, 2021							June 30, 2023 vs. March 31, 2023						June 30, 2023 vs. June 30, 2022
		Increase (Decrease) Due to Change in				Total Increase		Increase (Decrease) Due to Change in				Total Increase			Increase (Decrease) Due to Change in				Total Increase		Increase (Decrease) Due to Change in				Total Increase
(in thousands)	(in thousands)	Volume		Rate		(Decrease)		Volume		Rate		(Decrease)		(in thousands)	Volume		Rate		(Decrease)		Volume		Rate		(Decrease)
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Loans	Loans	$	759	$	949	$	1,708	$	5,542	$	(1,508)	$	4,034	Loans	$	169	$	918	$	1,087	$	3,638	$	6,176	$	9,814
Securities - taxable	Securities - taxable	(123)		44		(79)		3,134		750		3,884		Securities - taxable	(44)		139		95		83		583		666
Securities - tax-exempt	Securities - tax-exempt	(23)		(3)		(26)		184		(105)		79		Securities - tax-exempt	(7)		10		3		(87)		13		(74)
Federal funds sold	Federal funds sold	4		197		201		(16)		407		391		Federal funds sold	(408)		24		(384)		(42)		787		745
Interest-bearing balances due from banks		(253)		820		567		(92)		1,820		1,728
Interest-bearing deposits in other banks														Interest-bearing deposits in other banks	(249)		182		(67)		(634)		3,121		2,487
Nonmarketable equity securities	Nonmarketable equity securities	—		17		17		—		13		13		Nonmarketable equity securities	—		5		5		—		58		58

Total interest-earning assets	Total interest-earning assets	$	364	$	2,024	$	2,388	$	8,752	$	1,377	$	10,129	Total interest-earning assets	$	(539)	$	1,278	$	739	$	2,958	$	10,738	$	13,696
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	(24)	$	415	$	391	$	219	$	483	$	702	Interest-bearing transaction deposits	$	(197)	$	1,181	$	984	$	(93)	$	6,133	$	6,040
Time deposits	Time deposits	(17)		75		58		(129)		(462)		(591)		Time deposits	328		798		1,126		342		2,744		3,086
Total interest-bearing deposits	Total interest-bearing deposits	(41)		490		449		90		21		111		Total interest-bearing deposits	131		1,979		2,110		249		8,877		9,126

Other borrowings	Other borrowings	—		—		—		—		—		—		Other borrowings	25		3		28		28		—		28
Total interest-bearing liabilities	Total interest-bearing liabilities	$	(41)	$	490	$	449	$	90	$	21	$	111	Total interest-bearing liabilities	$	156	$	1,982	$	2,138	$	277	$	8,877	$	9,154
Increase (decrease) in net interest income	Increase (decrease) in net interest income	$	405	$	1,534	$	1,939	$	8,662	$	1,356	$	10,018	Increase (decrease) in net interest income	$	(695)	$	(704)	$	(1,399)	$	2,681	$	1,861	$	4,542

Provision for ~~Loan~~Credit Losses

Effective January 1, 2023, we adopted ASC 326, the CECL methodology for estimating credit losses. The guidance for CECL replaces our previous incurred loss methodology with a methodology that reflects the current expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit losses.

The provision for ~~loan~~credit losses is ~~a charge to income~~the amount necessary to maintain the ~~allowance for loan losses~~ACL at a level considered appropriate by management. Factors impacting the provision include loan portfolio growth, changes in the quality and composition of the loan portfolio, the level of nonperforming loans, delinquency and charge-off trends, and current economic conditions.

The table below presents, for the periods indicated, the provision for ~~loan~~credit losses:


		For the Three Months Ended								For the Three Months Ended
(dollars in thousands)	(dollars in thousands)	September 30, 2022		June 30, 2022		Increase (Decrease)					(dollars in thousands)	June 30, 2023		March 31, 2023		Increase (Decrease)
Provision for loan losses		$	600	$	250	$	350	140.0	%
Provision for credit losses													Provision for credit losses	$	300	$	—	$	300	100.0	%

The provision for ~~loan~~credit losses for the ~~third~~second quarter of ~~2022~~2023 was ~~$600,000, which~~$300,000. No provision expense was ~~$350,000 higher than~~recorded in the first quarter of 2023 under the new CECL methodology. The provision ~~for loan losses of $250,000 for~~in the ~~prior quarter. This increase~~second quarter was due to potential economic challenges resulting from the current inflationary environment, changing monetary policy, and loan growth. We will continue to evaluate future provision needs in relation to current economic situations, loan growth, ~~and~~ trends in asset ~~quality.~~quality, forecasted information, and other conditions influencing loss expectations.

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The table below presents, for the periods indicated, the provision for ~~loan~~credit losses:

For the Nine Months Ended
(dollars in thousands) September 30,
2022 September 30,
2021 Increase (Decrease)
Provision for loan losses $ 1,000 $ 1,750 $ (750) (42.9) %

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	For the Six Months Ended
(dollars in thousands)	June 30, 2023		June 30, 2022		Increase (Decrease)
Provision for credit losses	$	300	$	400	$	(100)	(25.0)	%

The provision for ~~loan~~credit losses for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, was ~~$1.0 million,~~$300,000, a decrease of ~~$750,000,~~$100,000, or ~~42.9%~~25.0%, from ~~$1.8 million~~$400,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~provision for loan losses for 2022 was due to~~primary drivers of the decrease were the current inflationary environment, changing monetary policy, current economic forecasts, and a slower pace of loan growth. ~~The provision for loan losses in the same period of 2021 was due to the anticipated adverse effects of the COVID-19 pandemic at that time.~~

Noninterest Income

Our primary sources of noninterest income are fees related to the sale of mortgage loans, service charges on deposit accounts, debit card fees, brokerage income from advisory services, and other loan and deposit fees.

~~Third Quarter of 2022 vs.~~ Second Quarter of ~~2022~~2023 vs. First Quarter of 2023

Noninterest income ~~was consistent at $4.9~~increased $1.7 million to $6.0 million for the ~~third and~~ second ~~quarters~~quarter of ~~2022.~~2023 compared to $4.3 million for the first quarter of 2023. The ~~slight~~ increase in noninterest income was mainly due to higher income from an SBIC limited partnership of which Red River Bank is a ~~gain on the sale and call of securities, higher loan and deposit income, no impact related to equity securities due to their liquidation in the second quarter,~~member, and higher ~~SBIC income, all of which was partially offset by lower~~ mortgage ~~loan income~~ and ~~net debit card~~brokerage income.

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


		For the Three Months Ended								For the Three Months Ended
(dollars in thousands)	(dollars in thousands)	September 30, 2022		June 30, 2022		Increase (Decrease)					(dollars in thousands)	June 30, 2023		March 31, 2023		Increase (Decrease)
Noninterest income:	Noninterest income:												Noninterest income:
Service charges on deposit accounts	Service charges on deposit accounts	$	1,488	$	1,410	$	78	5.5	%				Service charges on deposit accounts	$	1,435	$	1,393	$	42	3.0	%
Debit card income, net	Debit card income, net	934		1,056		(122)		(11.6)	%				Debit card income, net	924		934		(10)		(1.1)	%
Mortgage loan income	Mortgage loan income	624		892		(268)		(30.0)	%				Mortgage loan income	645		275		370		134.5	%
Brokerage income	Brokerage income	870		890		(20)		(2.2)	%				Brokerage income	923		807		116		14.4	%
Loan and deposit income	Loan and deposit income	502		410		92		22.4	%				Loan and deposit income	517		477		40		8.4	%
Bank-owned life insurance income	Bank-owned life insurance income	181		180		1		0.6	%				Bank-owned life insurance income	188		179		9		5.0	%
Gain (Loss) on equity securities	Gain (Loss) on equity securities	—		(82)		82		100.0	%				Gain (Loss) on equity securities	(64)		31		(95)		(306.5)	%
Gain (Loss) on sale and call of securities		16		(114)		130		(114.0)	%

SBIC income	SBIC income	231		151		80		53.0	%				SBIC income	1,380		180		1,200		666.7	%
Other income (loss)	Other income (loss)	21		67		(46)		(68.7)	%				Other income (loss)	59		64		(5)		(7.8)	%
Total noninterest income	Total noninterest income	$	4,867	$	4,860	$	7	0.1	%				Total noninterest income	$	6,007	$	4,340	$	1,667	38.4	%

~~The gain on the sale and call of securities was $16,000~~SBIC income for ~~the third quarter of 2022 as a result of a municipal security that was called. In~~ the second quarter of ~~2022,~~2023 increased $1.2 million to $1.4 million from the ~~loss on~~prior quarter primarily due to the sale ~~and call~~ of ~~securities was $114,000 as a result of portfolio restructuring transactions.~~an investment by the SBIC. We expect this income to be lower in future quarters.

~~Loan and deposit~~Mortgage loan income increased ~~$92,000~~$370,000 to ~~$502,000~~$645,000 for the ~~third~~second quarter of ~~2022 from~~2023, compared to the ~~previous~~prior quarter. This increase was mainly driven by improved purchase activity as consumers adjusted to the higher interest rate environment.

Brokerage income increased $116,000 to $923,000 for the second quarter of 2023, compared to the prior quarter. This increase was largely due to investing activities of new and existing clients. Assets under management were $997.3 million as of June 30, 2023.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Noninterest income increased $1.1 million to $10.3 million for the six months ended June 30, 2023, compared to $9.3 million for the six months ended June 30, 2022. The increase in noninterest income was due to higher SBIC income, a decreased loss on equity securities, and increased loan and deposit income. These increases were partially offset by lower mortgage loan income.

Table of Contents

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


	For the Six Months Ended
(dollars in thousands)		June 30, 2023	June 30, 2022		Increase (Decrease)
Noninterest income:
Service charges on deposit accounts			$	2,828	$	2,718	$	110	4.0	%
Debit card income, net			1,858		1,992		(134)		(6.7)	%
Mortgage loan income			920		2,018		(1,098)		(54.4)	%
Brokerage income			1,730		1,666		64		3.8	%
Loan and deposit income			995		781		214		27.4	%
Bank-owned life insurance income			366		352		14		4.0	%
Gain (Loss) on equity securities			(32)		(447)		415		92.8	%
Gain (Loss) on sale and call of securities			—		(75)		75		100.0	%
SBIC income			1,559		171		1,388		811.7	%
Other income (loss)			123		86		37		43.0	%
Total noninterest income			$	10,347	$	9,262	$	1,085	11.7	%

SBIC income increased $1.4 million to $1.6 million for the six months ended June 30, 2023, primarily ~~related~~due to ~~annual renewals~~the sale of ~~letters~~an investment by the SBIC in the second quarter of ~~credit.~~2023.

Equity securities ~~were~~are an investment in a CRA mutual fund consisting primarily of bonds. The gain or loss on equity securities is a fair value adjustment primarily driven by changes in the interest rate environment. In the first quarter of 2023, we sold $6.0 million of the CRA mutual fund. The mutual fund had a loss of ~~$82,000 in the second quarter of 2022. In April 2022, we liquidated all shares invested in the mutual fund.~~

~~SBIC income~~$32,000 for the ~~third quarter of 2022 increased $80,000 to $231,000 from the prior quarter primarily due~~six months ended June 30, 2023, compared to a ~~$95,000 dividend received~~loss of $447,000 for the same period in 2022.

Loan and deposit income increased $214,000 to $995,000 for the six months ended June 30, 2023, compared to the same period prior year. This increase was primarily associated with fees related to customers moving funds from ~~the SBIC.~~lower yielding deposit accounts to higher yielding deposit accounts.

Mortgage loan income decreased ~~$268,000~~$1.1 million to ~~$624,000~~$920,000 for the ~~third quarter of 2022,~~six months ended June 30, 2023, compared to ~~$892,000 for the previous quarter. This decrease was primarily driven by reduced purchase activity due to higher mortgage interest rates.~~

Debit card income, net, decreased $122,000 to $934,000 for the third quarter of 2022 from the prior quarter. This decrease was mainly due to a decrease in the number of debit card transactions and higher debit card processing fees.

~~Nine Months Ended September 30, 2022 vs. Nine Months Ended September 30, 2021~~

Noninterest income decreased $4.7 million to $14.1 million for the nine months ended September 30, 2022, compared to $18.8 million for the nine months ended September 30, 2021. The decrease in noninterest income was due to lower mortgage loan income and net debit card income, losses on equity securities and the sale and call of securities, and reduced income from an SBIC limited partnership of which Red River Bank is a member. These decreases were partially offset by increased service charges on deposit accounts.

~~Table of Contents~~

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

For the Nine Months Ended
(dollars in thousands) September 30,
2022 September 30,
2021 Increase (Decrease)
Noninterest income:
Service charges on deposit accounts $ 4,205 $ 3,457 $ 748 21.6 %
Debit card income, net 2,926 3,344 (418) (12.5) %
Mortgage loan income 2,643 7,009 (4,366) (62.3) %
Brokerage income 2,536 2,491 45 1.8 %
Loan and deposit income 1,283 1,281 2 0.2 %
Bank-owned life insurance income 533 473 60 12.7 %
Gain (Loss) on equity securities (447) (100) (347) (347.0) %
Gain (Loss) on sale and call of securities (59) 193 (252) (130.6) %
SBIC income 401 616 (215) (34.9) %
Other income (loss) 107 57 50 87.7 %
Total noninterest income $ 14,128 $ 18,821 $ (4,693) (24.9) %

~~Mortgage loan income decreased $4.4 million to $2.6 million for the nine months ended September 30, 2022, compared to $7.0 million for~~ the same period prior year due to ~~rising~~higher mortgage interest rates and home prices, as well as limited housing stock available for purchase. The low mortgage interest rate environment in the nine months ended September 30, 2021, contributed to the high levels of mortgage lending activity for that period.

Debit card income, net, decreased $418,000 to $2.9 million for the nine months ended September 30, 2022, compared to the same period in the prior year. This decrease was primarily related to higher debit card expense as a result of upgrading our debit card stock in the first quarter of 2022 and higher debit card processing fees.

Due to a significant increase in interest rates, equity securities had a fair value loss of $447,000 for the nine months ended September 30, 2022, compared to a loss of $100,000 for the same period in 2021. In April 2022, we liquidated all shares invested in the mutual fund.

The loss on the sale and call of securities was $59,000 for the nine months ended September 30, 2022, and consisted of a loss of $114,000 related to portfolio restructuring transactions in the second quarter of 2022, offset by a $55,000 gain from municipal securities being called in 2022. For the nine months ended September 30, 2021, the gain on the sale and call of securities was $193,000 as a result of portfolio restructuring transactions to improve the structure and yield of the portfolio.

~~SBIC income decreased $215,000 to $401,000 for the nine months ended September 30, 2022, due to lower operating income being distributed by the SBIC in 2022.~~

Service charges on deposit accounts increased $748,000 to $4.2 million for the nine months ended September 30, 2022, compared to the same period in the prior year. This increase was mainly due to a larger number of non-sufficient fund transactions and related fee income in 2022.reduced purchase activity.

Operating Expenses

Operating expenses are composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships, and providing services.

~~Third Quarter of 2022 vs.~~ Second Quarter of ~~2022~~2023 vs. First Quarter of 2023

Operating expenses increased ~~$570,000~~$644,000 to ~~$15.0 million for the third quarter of 2022, compared to $14.5~~$16.1 million for the second quarter of ~~2022.~~2023, compared to $15.5 million for the first quarter of 2023. The increase in operating expenses was mainly due to higher personnel expenses and data processing expense, partially offset by lower occupancy and equipment expenses and technology expenses.

Table of Contents

The following table presents, for the periods indicated, the major categories of operating expenses:


	For the Three Months Ended
(dollars in thousands)	June 30, 2023		March 31, 2023		Increase (Decrease)
Operating expenses:
Personnel expenses	$	9,547	$	9,000	$	547	6.1	%
Non-staff expenses:
Occupancy and equipment expenses	1,554		1,717		(163)		(9.5)	%
Technology expenses	642		748		(106)		(14.2)	%
Advertising	343		281		62		22.1	%
Other business development expenses	494		436		58		13.3	%
Data processing expense	638		400		238		59.5	%
Other taxes	693		686		7		1.0	%
Loan and deposit expenses	284		205		79		38.5	%
Legal and professional expenses	580		516		64		12.4	%
Regulatory assessment expenses	397		406		(9)		(2.2)	%
Other operating expenses	960		1,093		(133)		(12.2)	%
Total operating expenses	$	16,132	$	15,488	$	644	4.2	%

Personnel expenses increased $547,000 to $9.5 million for the second quarter of 2023, compared to the prior quarter. This increase was primarily due to annual merit raises effective April 2023, higher personnel health insurance expenses, and higher commission compensation. As of June 30, 2023 and March 31, 2023, we had 353 and 352 total employees, respectively.

Data processing expense increased $238,000 to $638,000 for the second quarter of 2023, compared to the prior quarter. This increase was primarily attributable to receipt of a $252,000 periodic refund from our data processing center in the first quarter of 2023.

Occupancy and equipment expenses decreased $163,000 to $1.6 million for the second quarter of 2023, compared to the prior quarter. This decrease was primarily attributable to $161,000 of nonrecurring expenses related to opening our new operations center building in the first quarter of 2023, compared to $28,000 of nonrecurring expenses related to the expansion of a banking center in the Southwest market in the second quarter of 2023.

Technology expenses decreased $106,000 to $642,000 for the second quarter of 2023, compared to the prior quarter. This decrease was mainly due to the renegotiation of a contract with a technology vendor, which resulted in lower expenses effective in the second quarter of 2023.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Operating expenses increased $3.1 million to $31.6 million for the six months ended June 30, 2023, compared to $28.5 million for the six months ended June 30, 2022. The increase in operating expenses was mainly due to higher personnel expenses, occupancy and equipment expenses, regulatory assessment expenses, other business development expenses, and legal and professional ~~expenses, and occupancy and equipment~~ expenses.

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The following table presents, for the periods indicated, the major categories of operating expenses:


		For the Three Months Ended								For the Six Months Ended
(dollars in thousands)	(dollars in thousands)	September 30, 2022		June 30, 2022		Increase (Decrease)					(dollars in thousands)	June 30, 2023		June 30, 2022		Increase (Decrease)
Operating expenses:	Operating expenses:												Operating expenses:
Personnel expenses	Personnel expenses	$	8,853	$	8,574	$	279	3.3	%				Personnel expenses	$	18,547	$	17,026	$	1,521	8.9	%
Non-staff expenses:	Non-staff expenses:												Non-staff expenses:
Occupancy and equipment expenses	Occupancy and equipment expenses	1,531		1,473		58		3.9	%				Occupancy and equipment expenses	3,271		2,965		306		10.3	%
Technology expenses	Technology expenses	653		695		(42)		(6.0)	%				Technology expenses	1,390		1,466		(76)		(5.2)	%
Advertising	Advertising	316		306		10		3.3	%				Advertising	624		526		98		18.6	%
Other business development expenses	Other business development expenses	436		340		96		28.2	%				Other business development expenses	930		642		288		44.9	%
Data processing expense	Data processing expense	604		564		40		7.1	%				Data processing expense	1,038		880		158		18.0	%
Other taxes	Other taxes	650		647		3		0.5	%				Other taxes	1,378		1,283		95		7.4	%
Loan and deposit expenses	Loan and deposit expenses	164		185		(21)		(11.4)	%				Loan and deposit expenses	489		315		174		55.2	%
Legal and professional expenses	Legal and professional expenses	553		475		78		16.4	%				Legal and professional expenses	1,097		893		204		22.8	%
Regulatory assessment expenses	Regulatory assessment expenses	280		251		29		11.6	%				Regulatory assessment expenses	804		501		303		60.5	%
Other operating expenses	Other operating expenses	1,001		961		40		4.2	%				Other operating expenses	2,052		2,036		16		0.8	%
Total operating expenses	Total operating expenses	$	15,041	$	14,471	$	570	3.9	%				Total operating expenses	$	31,620	$	28,533	$	3,087	10.8	%

Personnel expenses increased ~~$279,000~~$1.5 million to ~~$8.9~~$18.5 million for the ~~third quarter of 2022,~~six months ended June 30, 2023, compared to the same period prior ~~quarter.~~year. This increase was primarily due to ~~an increase in headcount.~~higher personnel health insurance expenses, additional employees, and annual merit increases. As of ~~September~~June 30, ~~2022~~2023 and ~~June 30,~~ 2022, we had ~~358~~353 and 348 total employees, respectively.

Occupancy and equipment expenses increased $306,000 to $3.3 million for the six months ended June 30, 2023, compared to the same period prior year. This increase was due to opening our new operations center building in the first quarter of 2023, the expansion of a banking center in the Southwest market in the second quarter of 2023, and a full period of expenses related to opening a new full-service banking center in our New Orleans market in the third quarter of 2022.

Regulatory assessment expenses increased $303,000 to $804,000 for the six months ended June 30, 2023, compared to the same period prior year. This increase was primarily due to the FDIC raising the deposit insurance assessment rate by two bps, effective January 1, 2023, for all insured depository institutions.

Other business development expenses increased ~~$96,000~~$288,000 to ~~$436,000~~$930,000 for the ~~third quarter of 2022,~~six months ended June 30, 2023, compared to the same period prior ~~quarter.~~year. This increase was ~~primarily~~mainly the result of an increase in community sponsorships and CRA related contributions, as well as expenses associated with an SBIC limited partnership.

Legal and professional expenses increased ~~$78,000~~$204,000 to ~~$553,000~~$1.1 million for the ~~third quarter of 2022,~~six months ended June 30, 2023, compared to the same period prior ~~quarter.~~year. This increase was primarily due to higher ~~professional fees~~audit and ~~auditing~~compliance fees.

Occupancy and equipment expenses increased $58,000 to $1.5 million for the third quarter of 2022, compared to the prior quarter. This increase was primarily due to $44,000 of nonrecurring expenses related to the third-quarter opening of a new location in our New Orleans market, partially offset by lower expenses due to relocating the staff and closing the Lafayette LDPO on June 30, 2022.

~~Nine Months Ended September 30, 2022 vs. Nine Months Ended September 30, 2021~~

~~Operating expenses increased $3.3 million to $43.6 million for the nine months ended September 30, 2022, compared to $40.2 million for the nine months ended September 30, 2021~~. The increase in operating expenses was mainly due to higher personnel expenses, occupancy and equipment expenses, other taxes, other operating expenses, and legal and professional expenses, partially offset by lower loan and deposit expenses.

~~Table of Contents~~

~~The following table presents, for the periods indicated, the major categories of operating expenses:~~

For the Nine Months Ended
(dollars in thousands) September 30,
2022 September 30,
2021 Increase (Decrease)
Operating expenses:
Personnel expenses $ 25,879 $ 24,087 $ 1,792 7.4 %
Non-staff expenses:
Occupancy and equipment expenses 4,496 4,019 477 11.9 %
Technology expenses 2,118 2,144 (26) (1.2) %
Advertising 841 691 150 21.7 %
Other business development expenses 1,079 889 190 21.4 %
Data processing expense 1,484 1,445 39 2.7 %
Other taxes 1,933 1,584 349 22.0 %
Loan and deposit expenses 479 773 (294) (38.0) %
Legal and professional expenses 1,446 1,189 257 21.6 %
Regulatory assessment expenses 781 665 116 17.4 %
Other operating expenses 3,037 2,753 284 10.3 %
Total operating expenses $ 43,573 $ 40,239 $ 3,334 8.3 %

Personnel expenses increased $1.8 million to $25.9 million for the nine months ended September 30, 2022, compared to the same period in 2021. This increase was primarily due to having nine months of expenses for new staff that were added in the fourth quarter of 2021 in our expansion markets, as well as additional staff in our existing markets, which was partially offset by lower commission compensation in 2022 due to lower mortgage loan activity, when compared to the same period in 2021. As of September 30, 2022 and 2021, we had 358 and 344 total employees, respectively.

~~Occupancy and equipment expenses increased $477,000 to $4.5 million for the~~ ~~nine months ended~~ ~~September 30, 2022, compared to the same period in 2021. This increase was primarily a result of opening new locations in our expansion markets.~~

Other taxes increased $349,000 to $1.9 million for the nine months ended September 30, 2022, compared to the same period in 2021. This increase was due to a $353,000 increase in State of Louisiana bank stock tax resulting from higher deposit account balances and higher net income for the applicable tax years.

Other operating expenses increased $284,000 to $3.0 million for the nine months ended September 30, 2022, compared to the same period in 2021. This increase was primarily the result of opening new locations in our expansion markets and an increase in employee related events due to removal of COVID-19 pandemic restrictions.

~~Legal and professional expenses increased $257,000 to $1.4 million for the~~ ~~nine months ended~~ September 30, 2022, compared to the same period in 2021. This increase was primarily due to higher professional fees and public company expenses due to organizational growth, partially offset by lower attorney fees as a result of the completion of various legal matters.

Loan and deposit expenses decreased $294,000 to $479,000 for the nine months ended September 30, 2022, compared to the same period in 2021. The decrease in loan expenses was primarily due to decreased mortgage loan activity, which was largely driven by rising mortgage interest rates. Deposit expenses decreased due to receipt of a $122,000 negotiated, variable rebate from a vendor in the first quarter of 2022.

Income Tax Expense

The amount of income tax expense is influenced by the amount of our pre-tax income, tax-exempt income, and other nondeductible expenses. Deferred tax assets and liabilities are reflected at currently enacted 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.

Our accrued tax rate is based on an annualized projection and changes considering our most recent financial results and balances. Our effective income tax rates have differed from the U.S. statutory rate due to the effect of tax-exempt income from loans, securities, life insurance policies, ~~and the~~ income tax effects associated with stock-based ~~compensation.~~

~~Table of Contents~~

compensation, and permanent and temporary tax differences.

The table below presents, for the periods indicated, income tax expense:


		For the Three Months Ended								For the Three Months Ended
(dollars in thousands)	(dollars in thousands)	September 30, 2022		June 30, 2022		Increase (Decrease)					(dollars in thousands)	June 30, 2023		March 31, 2023		Increase (Decrease)
Income tax expense	Income tax expense	$	2,128	$	2,141	$	(13)	(0.6)	%				Income tax expense	$	2,117	$	2,163	$	(46)	(2.1)	%

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For the ~~three months~~quarters ended ~~September~~June 30, ~~2022,~~2023 and March 31, 2023, income tax expense totaled $2.1 million ~~which was consistent with the second quarter of 2022.~~and $2.2 million, respectively. The ~~slight~~ decrease in income tax expense was ~~a result of an adjustment to the income tax accrual for the third quarter~~primarily due to a decrease in pre-tax income, partially offset by an increase in our accrued tax rate during the ~~liquidation of equity securities in the second~~ quarter ~~of 2022.~~ended June 30, 2023. Our effective income tax rates for each of the quarters ended ~~September 30, 2022 and~~ June 30, ~~2022,~~2023 and March 31, 2023, were ~~17.3%~~19.1% and ~~19.0%~~18.4%, respectively.

The table below presents, for the periods indicated, income tax expense:


		For the Nine Months Ended								For the Six Months Ended
(dollars in thousands)	(dollars in thousands)	September 30, 2022		September 30, 2021		Increase (Decrease)					(dollars in thousands)	June 30, 2023		June 30, 2022		Increase (Decrease)
Income tax expense	Income tax expense	$	5,795	$	5,337	$	458	8.6	%				Income tax expense	$	4,280	$	3,667	$	613	16.7	%

For the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, income tax expense totaled ~~$5.8~~$4.3 million and ~~$5.3~~$3.7 million, respectively. The increase in income tax expense was primarily due to ~~the~~an increase in pre-tax ~~income.~~income combined with an increase in our accrued tax rate. Our effective income tax rates for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, were 18.7% and ~~2021, were 17.8% and 17.9%~~18.1%, respectively.

FINANCIAL CONDITION

~~General~~

As of ~~September~~June 30, ~~2022,~~2023, assets were ~~$3.06~~$3.03 billion, which was ~~$165.0~~$55.5 million, or ~~5.1%~~1.8%, lower than ~~assets of $3.22~~$3.08 billion as of December 31, ~~2021,~~2022, primarily due to a decrease in deposits. Total deposits decreased ~~$113.9~~$134.8 million, or ~~3.9%~~4.8%, to ~~$2.80~~$2.66 billion as of ~~September~~June 30, ~~2022,~~2023, from ~~$2.91~~$2.80 billion as of December 31, ~~2021. During the nine months ended September 30, 2022, we made several changes to the asset mix, including deploying short-term liquid~~2022. Within assets, into loans and the securities portfolio, as well as restructuring the securities portfolio. However, in the third quarter of 2022, we did not engage in any securities purchases or sales. Due to the securities purchased induring the first half of ~~2022, total securities increased $97.5~~the year, cash and cash equivalents decreased $56.3 million, or ~~14.6%~~20.2%, to ~~$764.5~~$222.1 million and were 7.34% of assets as of June 30, 2023. Total securities decreased $37.1 million, or 4.8%, to $739.0 million and were 24.4% of assets as of June 30, 2023. Loans HFI increased $31.4 million, or 1.6%, during the first half of 2023 to $1.95 billion as of June 30, 2023. We had no borrowings as of December 31, 2022; however, in the second quarter of 2023, we recorded $60.0 million in short-term advances from the FHLB. Stockholders’ equity increased $17.6 million during the first ~~nine~~six months of ~~2022, and were 25.0% of assets as of September 30, 2022. As a result of the increase in loans and securities, interest-bearing deposits in other banks decreased $500.1 million, or 65.7%,~~2023 to $261.6 million and were 8.6% of assets as of September 30, 2022. Loans HFI increased $195.8 million, or 11.6%, which included a $212.0 million, or 12.7%, increase in non-PPP loans compared to December 31, 2021. Stockholders’ equity decreased $54.7 million during the first nine months of 2022 to $243.4$283.4 million as of ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, the loans HFI to deposits ratio was ~~67.22%~~73.10%, compared to ~~57.86%~~68.46% as of December 31, ~~2021,~~2022, and the noninterest-bearing deposits to total deposits ratio was ~~41.92%~~37.14%, compared to ~~39.50%~~38.96% as of December 31, ~~2021.~~2022.

Interest-bearing Deposits in Other Banks

Interest-bearing deposits in other banks ~~are~~were the third-largest component of earning assets as of ~~September~~June 30, ~~2022.~~2023. Excess liquidity that is not being deployed into loans or securities is placed in these accounts. Starting during the COVID-19 pandemic, which began in the first quarter of 2020, and continuing into the first quarter of 2022, interest-bearing deposits in other banks had become the second-largest component of earning assets as deposit growth exceeded loan growth. As of ~~September~~June 30, ~~2022,~~2023, interest-bearing deposits in other banks were ~~$261.6~~$185.4 million and were ~~8.6%~~6.1% of assets, a decrease of ~~$500.1~~$55.2 million, or ~~65.7%~~22.9%, compared to ~~$761.7~~$240.6 million and ~~23.6%~~7.8% of assets as of December 31, ~~2021.~~2022. In the first ~~nine~~six months of ~~2022, we deployed excess liquidity into loans and the securities portfolio, although we did not engage~~2023, our interest-bearing deposits in ~~any securities purchases or sales in the third quarter of 2022.~~other banks decreased as our deposits decreased.

Securities

Our securities portfolio is the second-largest component of earning assets and provides a significant source of revenue. Securities are classified as AFS, HTM, and equity securities. As of ~~September~~June 30, ~~2022,~~2023, our total securities portfolio was ~~25.0%~~24.4% of assets. It is designed primarily to provide and maintain liquidity, generate a favorable return on investments without incurring unnecessary interest rate and credit risk, and complement our lending activities. We may invest in various types of liquid assets that are permissible under governing regulations and approved by our investment policy, which include U.S. Treasury obligations, U.S. government agency obligations, certificates of deposit of insured domestic banks, mortgage-backed and mortgage-related securities, corporate notes having an investment rating of “A” or better, municipal bonds, and certain equity securities.

~~Table of Contents~~

Securities AFS and Securities HTM

Securities AFS and securities HTM are debt securities. Total debt securities were ~~$764.5~~$735.0 million as of ~~September~~June 30, ~~2022, an increase~~2023, a decrease of ~~$105.3~~$31.0 million, or ~~16.0%~~4.1%, from ~~$659.2~~$766.1 million as of December 31, ~~2021.~~2022.

Securities AFS are held for indefinite periods of time and are carried at estimated fair value. As of ~~September~~June 30, ~~2022,~~2023, the estimated fair value of securities AFS was ~~$609.7~~$588.5 million. The carrying values of our securities AFS are adjusted for unrealized gain or loss, and any unrealized gain or loss is reported on an after-tax basis as a component of AOCI in stockholders’ equity. The net unrealized loss on securities AFS ~~increased $84.8~~decreased $1.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, resulting in a net unrealized loss of ~~$89.6~~$73.0 million as of ~~September~~June 30, ~~2022.~~

~~Over the past year, due~~2023, compared to the increase in our securities portfolio size, the current and projected balance sheet mix and growth, cash flows, and available liquidity sources, we evaluated transferring selected securities from AFS to HTM. In the second quarter of 2022, we reclassified $166.3 million,a net ~~of $17.9 million of~~ unrealized loss ~~or 20.5%~~ of ~~the securities portfolio from AFS to HTM.~~ $74.1 million as of December 31, 2022.

Securities HTM, which we have the intent and ability to hold until maturity, are carried at amortized cost. As of ~~September~~June 30, ~~2022,~~2023, the amortized cost of securities HTM was ~~$154.7~~$146.6 million. Securities HTM had an unrealized loss of $22.1 million as of June 30, 2023, compared to an unrealized loss of $19.3 million as of December 31, 2022.

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Securities AFS purchased during the nine months ended September 30, 2022, primarily consisted of $159.8 million in U.S. Treasuries and $139.1 million in mortgage-backed securities. The U.S. Treasuries purchased had a yield of 1.78% and an average life of 1.85 years, and the mortgage-backed securities had a yield of 1.78% and an average life of 3.63 years. The overall price risk of the securities AFS and securities HTM portfolio decreased 210 bps, compared to December 31, 2021, primarily due to the short-term U.S. Treasury securities purchased in the first and second quarters of 2022 and the rising interest rate environment.

During the first six months of 2022, we reallocated $260.5 million from overnight funds yielding 0.39% to securities AFS yielding 1.80% and purchased $53.0 million of securities yielding 1.91% as we reinvested cash flows from the securities portfolio. In the third quarter of 2022, we did not engage in any purchases or sales transactions; however, we will continue to monitor our portfolio.

The securities AFS portfolio tax-equivalent yield was ~~1.74%~~1.85% for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~1.82%~~1.72% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase in yield for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, was due to the higher yielding securities purchased in 2023 compared to the purchases in the same period for ~~2021, was due to purchasing a significant amount of~~2022, combined with the positive impact from our floating rate securities inthat have repriced over the ~~second half of 2021 and the first half of 2022 with lower yields than the overall portfolio yield at the time of purchase.~~last year.

The contractual maturity of mortgage-backed securities and collateralized mortgage obligations is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time. Mortgage-backed securities and collateralized mortgage obligations are typically issued with stated principal amounts and are backed by pools of mortgage loans and other loans with varying maturities. The term of the underlying mortgages and loans may vary significantly due to the ability of a borrower to prepay. Monthly pay downs on mortgage-backed securities may cause the average lives of the securities to be much different than the stated contractual maturity. During a period of rising interest rates, fixed rate mortgage-backed securities are not likely to experience heavy prepayments of principal, and consequently, the average lives of these securities are typically lengthened. If interest rates begin to fall, prepayments may increase, thereby shortening the estimated average lives of these securities. As of ~~September~~June 30, ~~2022,~~2023, the average life of our securities portfolio was ~~6.9~~7.0 years with an estimated effective duration of 5.0 years. As of December 31, ~~2021,~~2022, the average life of our securities portfolio was ~~4.9~~6.8 years with an estimated effective duration of ~~4.1~~5.0 years. ~~Both the average life and the effective duration increased due to the increase in market rates and the resulting impact on mortgage-backed securities and our callable municipal securities.~~

The carrying values of our securities AFS are adjusted for unrealized gain or loss, and any unrealized gain or loss is reported on an after-tax basis as a component of AOCI in stockholders’ equity. As of September 30, 2022, the net unrealized loss of the securities AFS portfolio was $89.6 million, an increase of $84.8 million, compared to a net unrealized loss of $4.8 million as of December 31, 2021. This change is attributed to a significant increase in market rates, which resulted in lower prices on securities and therefore, an overall lower market value of the portfolio.

~~Table of Contents~~

The following tables summarize the amortized cost and estimated fair value of our securities by type as of the dates indicated. As of ~~September~~June 30, ~~2022,~~2023, other than securities issued by U.S. government agencies or government-sponsored enterprises, our securities portfolio did not contain securities of any one issuer with an aggregate book value in excess of 10.0% of our stockholders’ equity.


		September 30, 2022									June 30, 2023
(in thousands)	(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities AFS:	Securities AFS:									Securities AFS:
Mortgage-backed securities	Mortgage-backed securities	$	295,166	$	—	$	(37,623)	$	257,543	Mortgage-backed securities	$	259,244	$	—	$	(33,496)	$	225,748
Municipal bonds	Municipal bonds	220,078		1		(44,780)		175,299		Municipal bonds	216,112		2		(33,383)		182,731
U.S. Treasury securities	U.S. Treasury securities	176,500		—		(6,631)		169,869		U.S. Treasury securities	164,119		—		(4,315)		159,804
U.S. agency securities	U.S. agency securities	7,596		—		(559)		7,037		U.S. agency securities	22,027		1		(1,833)		20,195
Total Securities AFS	Total Securities AFS	$	699,340	$	1	$	(89,593)	$	609,748	Total Securities AFS	$	661,502	$	3	$	(73,027)	$	588,478

Securities HTM:	Securities HTM:									Securities HTM:
Mortgage-backed securities	Mortgage-backed securities	$	153,826	$	—	$	(20,785)	$	133,041	Mortgage-backed securities	$	145,652	$	—	$	(21,966)	$	123,686
U.S. agency securities	U.S. agency securities	910		—		(114)		796		U.S. agency securities	917		—		(122)		795
Total Securities HTM	Total Securities HTM	$	154,736	$	—	$	(20,899)	$	133,837	Total Securities HTM	$	146,569	$	—	$	(22,088)	$	124,481


		December 31, 2021									December 31, 2022
(in thousands)	(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities AFS:	Securities AFS:									Securities AFS:
Mortgage-backed securities	Mortgage-backed securities	$	386,874	$	1,112	$	(8,460)	$	379,526	Mortgage-backed securities	$	272,253	$	—	$	(31,272)	$	240,981
Municipal bonds	Municipal bonds	227,248		3,665		(942)		229,971		Municipal bonds	219,305		6		(35,219)		184,092
U.S. Treasury securities	U.S. Treasury securities	41,770		—		(154)		41,616		U.S. Treasury securities	176,380		—		(5,902)		170,478
U.S. agency securities	U.S. agency securities	8,062		61		(58)		8,065		U.S. agency securities	20,601		—		(1,745)		18,856
Total Securities AFS	Total Securities AFS	$	663,954	$	4,838	$	(9,614)	$	659,178	Total Securities AFS	$	688,539	$	6	$	(74,138)	$	614,407

Securities HTM:	Securities HTM:									Securities HTM:
Mortgage-backed securities	Mortgage-backed securities	$	—	$	—	$	—	$	—	Mortgage-backed securities	$	150,771	$	—	$	(19,142)	$	131,629
U.S. agency securities	U.S. agency securities	—		—		—		—		U.S. agency securities	912		—		(134)		778
Total Securities HTM	Total Securities HTM	$	—	$	—	$	—	$	—	Total Securities HTM	$	151,683	$	—	$	(19,276)	$	132,407

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The following table shows the fair value of securities AFS that mature during each of the periods indicated. The contractual maturity of a mortgage-backed security is the date the last underlying mortgage matures. Yields are weighted-average tax equivalent yields that are calculated by dividing projected annual income by the average amortized cost of the applicable securities while using a 21.0% federal income tax rate, when applicable.


		Contractual Maturity as of September 30, 2022																					Contractual Maturity as of June 30, 2023
		Within One Year				After One Year but Within Five Years				After Five Years but Within Ten Years				After Ten Years				Total					Within One Year				After One Year but Within Five Years				After Five Years but Within Ten Years				After Ten Years				Total
(dollars in thousands)	(dollars in thousands)	Amount		Yield(1)		Amount		Yield(1)		Amount		Yield(1)		Amount		Yield(1)		Amount		Yield(1)		(dollars in thousands)	Amount		Yield(1)		Amount		Yield(1)		Amount		Yield(1)		Amount		Yield(1)		Amount		Yield(1)
Securities AFS:	Securities AFS:																					Securities AFS:
Mortgage-backed securities	Mortgage-backed securities	$	136	1.59	%	$	795	2.02	%	$	60,900	1.50	%	$	195,712	1.83	%	$	257,543	1.76	%	Mortgage-backed securities	$	235	1.44	%	$	7,146	3.56	%	$	54,048	1.53	%	$	164,319	1.59	%	$	225,748	1.63	%
Municipal bonds	Municipal bonds	4,948		1.33	%	20,428		1.80	%	13,639		2.89	%	136,284		2.56	%	175,299		2.48	%	Municipal bonds	7,899		1.38	%	15,634		1.84	%	18,491		2.38	%	140,707		2.08	%	182,731		2.06	%
U.S. Treasury securities	U.S. Treasury securities	53,067		1.48	%	116,802		1.43	%	—		—	%	—		—	%	169,869		1.45	%	U.S. Treasury securities	114,077		1.80	%	45,727		1.36	%	—		—	%	—		—	%	159,804		1.67	%
U.S. agency securities	U.S. agency securities	55		1.66	%	5,288		1.75	%	1,694		1.26	%	—		—	%	7,037		1.62	%	U.S. agency securities	3,952		2.72	%	4,811		2.34	%	2,252		2.23	%	9,180		2.47	%	20,195		2.21	%
Total Securities AFS	Total Securities AFS	$	58,206	1.47	%	$	143,313	1.50	%	$	76,233	1.74	%	$	331,996	2.15	%	$	609,748	1.91	%	Total Securities AFS	$	126,163	1.80	%	$	73,318	1.74	%	$	74,791	1.69	%	$	314,206	1.84	%	$	588,478	1.80	%

(1)Tax equivalent projected book yield as of ~~September~~June 30, ~~2022.~~2023.

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The following table shows the amortized cost of securities HTM that mature during each of the periods indicated. The contractual maturity of a mortgage-backed security is the date the last underlying mortgage matures. Yields are weighted-average tax equivalent yields that are calculated by dividing projected annual income by the average amortized cost of the applicable securities while using a 21.0% federal income tax rate, when applicable.


		Contractual Maturity as of September 30, 2022																Contractual Maturity as of June 30, 2023
		Within One Year			After One Year but Within Five Years			After Five Years but Within Ten Years			After Ten Years			Total				Within One Year			After One Year but Within Five Years			After Five Years but Within Ten Years			After Ten Years			Total
(dollars in thousands)	(dollars in thousands)	Amount		Yield(1)	Amount		Yield(1)	Amount		Yield(1)	Amount		Yield(1)	Amount		Yield(1)	(dollars in thousands)	Amount		Yield(1)	Amount		Yield(1)	Amount		Yield(1)	Amount		Yield(1)	Amount		Yield(1)
Securities HTM:	Securities HTM:																Securities HTM:
Mortgage-backed securities	Mortgage-backed securities	$	—	—%	$	—	—%	$	—	—%	$	153,826	2.95%	$	153,826	2.95%	Mortgage-backed securities	$	—	—%	$	—	—%	$	—	—%	$	145,652	2.48%	$	145,652	2.48%

U.S. agency securities	U.S. agency securities	—		—%	—		—%	910		2.61%	—		—%	910		2.61%	U.S. agency securities	—		—%	—		—%	917		2.61%	—		—%	917		2.61%
Total Securities HTM	Total Securities HTM	$	—	—%	$	—	—%	$	910	2.61%	$	153,826	2.95%	$	154,736	2.95%	Total Securities HTM	$	—	—%	$	—	—%	$	917	2.61%	$	145,652	2.48%	$	146,569	2.48%

(1)Tax equivalent projected book yield as of ~~September~~June 30, ~~2022.~~2023.

Equity Securities

Equity securities ~~were~~are an investment in a CRA mutual fund, consisting primarily of bonds. Equity securities ~~were~~are carried at fair value on the consolidated balance sheets with periodic changes in value recorded through the consolidated statements of income. As of December 31, ~~2021,~~2022, equity securities had a fair value of ~~$7.8~~$10.0 million with a recognized loss of ~~$175,000~~$468,000 for the year ended December 31, ~~2021. Equity securities had a recognized loss of $447,000 for the nine months ended September 30,~~ 2022. The loss on equity securities during 2022 was due to a significant increase in interest rates. In ~~April 2022,~~March 2023, we ~~liquidated all shares invested in this~~sold $6.0 million of the mutual fund. As of June 30, 2023, equity securities had a fair value of $3.9 million with a recognized loss of $32,000 for the six months ended June 30, 2023.

Loan Portfolio

Our loan portfolio is our largest category of earning assets, and interest income earned on our loan portfolio is our primary source of income. We maintain a diversified loan portfolio with a focus on commercial real estate, one-to-four family residential, and commercial and industrial loans. As of ~~September~~June 30, ~~2022,~~2023, loans HFI were ~~$1.88~~$1.95 billion, an increase of ~~$195.8~~$31.4 million, or ~~11.6%~~1.6%, compared to ~~$1.68~~$1.92 billion as of December 31, ~~2021.~~2022. In the first six months of 2023, new loan originations were partially offset by payments and paydowns.

Table of September 30, 2022, our participation in the SBA PPP was substantially complete. As of September 30, 2022, PPP loans totaled $1.4 million, net of $28,000 of deferred income, and were 0.1% of loans HFI.Contents

As of September 30, 2022, non-PPP loans HFI (non-GAAP) were $1.88 billion, an increase of $212.0 million, or 12.7%, from December 31, 2021, due to new customer activity associated with new lenders in our expansion markets and increased loan activity across Louisiana. For calculations and reconciliations to GAAP of non-GAAP financial measures, see “ - Non-GAAP Financial Measures” in this Report.

Loans by Category

Loans HFI by category, ~~non-PPP~~ loans HFI, ~~(non-GAAP),~~ and loans HFS are summarized below as of the dates indicated:


		September 30, 2022				December 31, 2021				June 30, 2023	December 31, 2022
(dollars in thousands)	(dollars in thousands)	Amount		Percent		Amount		Percent				(dollars in thousands)	Amount		Percent		Amount		Percent
Real estate:	Real estate:											Real estate:
Commercial real estate	Commercial real estate	$	787,464	41.9	%	$	670,293	39.8	%			Commercial real estate	$	819,260	42.1	%	$	794,723	41.5	%
One-to-four family residential	One-to-four family residential	532,034		28.3	%	474,420		28.2	%			One-to-four family residential	565,725		29.1	%	543,511		28.4	%
Construction and development	Construction and development	140,398		7.5	%	106,339		6.3	%			Construction and development	138,450		7.1	%	157,364		8.2	%
Commercial and industrial	Commercial and industrial	307,159		16.3	%	311,373		18.5	%			Commercial and industrial	320,257		16.4	%	310,053		16.2	%
SBA PPP, net of deferred income	SBA PPP, net of deferred income	1,350		0.1	%	17,550		1.0	%			SBA PPP, net of deferred income	13		—	%	14		—	%
Tax-exempt	Tax-exempt	84,947		4.5	%	80,726		4.8	%			Tax-exempt	75,697		3.9	%	83,166		4.3	%
Consumer	Consumer	26,317		1.4	%	23,131		1.4	%			Consumer	28,229		1.4	%	27,436		1.4	%
Total loans HFI	Total loans HFI	$	1,879,669	100.0	%	$	1,683,832	100.0	%			Total loans HFI	$	1,947,631	100.0	%	$	1,916,267	100.0	%
Total non-PPP loans HFI (non-GAAP)(1)		$	1,878,319			$	1,666,282

Total loans HFS	Total loans HFS	$	1,536			$	4,290					Total loans HFS	$	4,586			$	518
Average loan HFI size, excluding credit cards												Average loan HFI size, excluding credit cards	$	237			$	236

~~(1)Non-GAAP financial measure. Calculations~~Investor-owned office properties were $56.3 million, or 2.9% of ~~this measure~~loans HFI, as of June 30, 2023, and ~~reconciliations to GAAP are included in “ - Non-GAAP Financial Measures” in this Report.~~$44.7 million, or 2.3% of loans HFI, as of December 31, 2022.

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Industry Concentrations

Health care loans are our largest loan industry concentration and are made up of a diversified portfolio of health care providers. As of ~~September~~June 30, ~~2022,~~2023, health care loans were ~~$145.7~~$159.6 million, or ~~7.8%~~8.2% of ~~non-PPP~~ loans HFI, ~~(non-GAAP),~~ compared to ~~$138.1~~$160.3 million, or ~~8.3%~~8.4% of ~~non-PPP~~ loans HFI, ~~(non-GAAP)~~ as of December 31, ~~2021.~~2022. The average health care loan size was ~~$344,000~~$338,000 as of ~~September~~June 30, ~~2022,~~2023, and ~~$295,000 as of~~ December 31, ~~2021.~~2022. Within the health care sector, loans to physician and dental practices were 4.1% of loans HFI as of June 30, 2023, and 3.9% as of December 31, 2022. Loans to nursing and residential care facilities were ~~3.9%~~4.0% of ~~non-PPP~~ loans HFI ~~(non-GAAP)~~ as of ~~September~~June 30, ~~2022,~~2023, and ~~3.6%~~4.4% as of December 31, ~~2021. Loans to physician and dental practices were 3.8% of non-PPP loans HFI (non-GAAP) as of September 30, 2022, and 4.6% as of December 31, 2021.~~2022.

Energy loans were ~~2.1%~~1.9% of ~~non-PPP~~ loans HFI ~~(non-GAAP)~~ as of ~~September~~June 30, ~~2022,~~2023 and ~~1.2% as of~~ December 31, ~~2021. For additional information on non-GAAP financial measures, see “ - Non-GAAP Financial Measures” in this Report.~~2022.

Geographic Markets

As of ~~September~~June 30, ~~2022,~~2023, Red River Bank operates in seven geographic markets throughout the state of Louisiana. ~~We entered the Acadiana market in the fourth quarter of 2020 and the New Orleans market in the fourth quarter of 2021.~~ The following table summarizes ~~non-PPP~~ loans HFI ~~(non-GAAP)~~ by market of origin:

September 30, 2022
(dollars in thousands) Amount Percent of Non-PPP Loans HFI (non-GAAP)
Central $ 610,692 32.5 %
Capital 511,572 27.2 %
Northwest 369,374 19.7 %
Southwest 140,977 7.5 %
Northshore 127,609 6.8 %
New Orleans 66,676 3.6 %
Acadiana 51,419 2.7 %
Total non-PPP loans HFI $ 1,878,319 100.0 %

~~For additional information on non-GAAP financial measures, see “ - Non-GAAP Financial Measures” in this Report.~~


	June 30, 2023
(dollars in thousands)	Amount		Percent
Central	$	603,201	31.0	%
Capital	518,568		26.6	%
Northwest	371,926		19.1	%
Southwest	156,365		8.0	%
Northshore	144,076		7.4	%
New Orleans	91,273		4.7	%
Acadiana	62,222		3.2	%
Total loans HFI	$	1,947,631	100.0	%

LIBOR

In July 2017, the United Kingdom Financial Conduct Authority, the authority that regulates LIBOR, announced its intent to stop compelling banks to submit rates for the calculation of LIBOR after 2021. Subsequently, on March 5, 2021, it was announced that certain U.S. Dollar LIBOR rates would cease to be published after June 30, 2023. As of ~~September~~June 30, ~~2022, 2.1%~~2023, 1.2% of our ~~non-PPP~~ loans HFI ~~(non-GAAP)~~ were LIBOR-based with a setting that ~~expires~~expired June 30, 2023. Alternative rate language iswas present in each credit agreement with a LIBOR-based rate. ~~We do not anticipate any issue with transitioning each loan~~Effective July 1, 2023, these loans were converted to ~~a non-LIBOR-based~~the alternative reference rate. ~~For additional information on non-GAAP financial measures, see “ - Non-GAAP Financial Measures” in this Report.~~

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Nonperforming Assets

NPAs consist of nonperforming loans and property acquired through foreclosures or repossession. Nonperforming loans include loans that are contractually past due 90 days or more and loans that are on nonaccrual status. Loans are considered past due when principal and interest payments have not been received as of the date such payments are due.

Asset quality is managed through disciplined underwriting policies, continual monitoring of loan performance, and focused management of NPAs. There can be no assurance, however, that the loan portfolio will not become subject to losses due to declines in economic conditions, deterioration in the financial condition of our borrowers, or a decline in the value of collateral.

NPAs totaled ~~$2.7~~$2.0 million as of ~~September~~June 30, ~~2022, an increase of $1.7~~2023 and $2.4 million ~~or 177.3%, from $979,000~~ as of December 31, 2021. This increase was primarily due to additional loans placed on nonaccrual status in the third quarter of 2022, partially offset by payments on nonaccrual loans and the sale of foreclosed assets during the year.2022. The ratio of NPAs to ~~total~~ assets was ~~0.09%~~0.07% as of ~~September~~June 30, ~~2022,~~2023 and ~~0.03%~~0.08% as of December 31, ~~2021.~~

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2022.

Nonperforming loan and asset information is summarized below:

(dollars in thousands) September 30, 2022 December 31, 2021
Nonperforming loans:
Nonaccrual loans $ 2,703 $ 280
Accruing loans 90 or more days past due 12 39
Total nonperforming loans 2,715 319
Foreclosed assets:
Real estate — 660
Total foreclosed assets — 660
Total NPAs $ 2,715 $ 979
Troubled debt restructurings:(1,2)
Nonaccrual loans $ 147 $ —
Performing loans 4,204 3,944
Total TDRs $ 4,351 $ 3,944
Nonaccrual loans to loans HFI 0.14% 0.02 %
Nonperforming loans to loans HFI(1)
0.14% 0.02 %
NPAs to total assets 0.09% 0.03 %

~~(1)Troubled debt restructurings – nonaccrual and accruing loans 90 or more days past due are included in the respective components of nonperforming loans.~~

~~(2)~~In accordance with interagency regulatory guidance issued in March 2020, and revised in April 2020, COVID-19 pandemic-related short-term deferrals are not deemed to be TDRs to the extent they meet the terms of such guidance.


(dollars in thousands)	June 30, 2023		December 31, 2022
Nonperforming loans:
Nonaccrual loans	$	1,840	$	2,364
Accruing loans 90 days or more past due	118		2
Total nonperforming loans	1,958		2,366
Foreclosed assets:
Real estate	22		—

Total foreclosed assets	22		—
Total NPAs	$	1,980	$	2,366







Nonaccrual loans to loans HFI	0.09%		0.12		%
Nonperforming loans to loans HFI	0.10%		0.12		%
NPAs to assets	0.07%		0.08		%

Nonaccrual loans are summarized below by category:


(in thousands)	(in thousands)	September 30, 2022		December 31, 2021		(in thousands)	June 30, 2023		December 31, 2022
Real estate:	Real estate:					Real estate:
Commercial real estate	Commercial real estate	$	722	$	51	Commercial real estate	$	718	$	720
One-to-four family residential	One-to-four family residential	372		216		One-to-four family residential	307		243
Construction and development	Construction and development	9		—		Construction and development	—		9
Commercial and industrial	Commercial and industrial	1,498		13		Commercial and industrial	718		1,291
SBA PPP, net of deferred income	SBA PPP, net of deferred income	—		—		SBA PPP, net of deferred income	—		—
Tax-exempt	Tax-exempt	—		—		Tax-exempt	—		—
Consumer	Consumer	102		—		Consumer	97		101
Total nonaccrual loans	Total nonaccrual loans	$	2,703	$	280	Total nonaccrual loans	$	1,840	$	2,364

Potential Problem Loans

From a credit risk standpoint, we classify loans in one of five categories: pass, special mention, substandard, doubtful, or loss. Loan classifications reflect a judgment about the risk of default and loss associated with the loans. Classifications are reviewed periodically and adjusted to reflect the degree of risk and loss believed to be inherent in each loan. The methodology is structured so that ~~specific~~ reserve allocations 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).

Loans classified as pass are of satisfactory quality and do not require a more severe classification.

Loans classified as special mention have potential weaknesses that deserve management’s close attention. If these weaknesses are not corrected, repayment possibilities for the loan may deteriorate. However, the loss potential does not warrant substandard classification.

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Loans classified as substandard have well-defined weaknesses that jeopardize normal repayment of principal and interest. Prompt corrective action is required to reduce exposure and to assure adequate remedial actions are taken by the borrower. If these weaknesses do not improve, loss is possible.

Loans classified as doubtful have well-defined weaknesses that make full collection improbable.

~~Table of Contents~~

Loans classified as loss are considered uncollectible and charged-off to the allowance for ~~loan~~credit losses.

~~As of September 30, 2022, loans classified as pass were 98.6% of~~The following table summarizes loans HFI ~~and loans classified as special mention and substandard were 1.1% and 0.3%, respectively, of loans HFI.~~ by risk rating:


(in thousands)	June 30, 2023				December 31, 2022
	Amount		Percent		Amount		Percent
Pass	$	1,926,920	98.9	%	$	1,893,491	98.8	%
Special Mention	15,973		0.8	%	17,249		0.9	%
Substandard	4,738		0.3	%	5,527		0.3	%
Total loans HFI	$	1,947,631	100.0	%	$	1,916,267	100.0	%

There were no loans as of ~~September~~June 30, ~~2022, classified as doubtful~~2023 or ~~loss. As of~~ December 31, 2021, loans classified as pass were 99.5% of loans HFI, and loans classified as special mention and substandard were 0.1% and 0.4%, respectively, of loans HFI. There were no loans as of December 31, 2021,2022, classified as doubtful or loss.

Allowance for ~~Loan~~Credit Losses

On January 1, 2023, we adopted ASC 326, as amended, using the modified retrospective method. For reporting periods beginning on or after January 1, 2023, we maintain an ACL on all loans that reflects management’s best estimate of expected credit losses to be collected over the lifetime of the loans. The determination of the amount of allowance involves a high degree of judgement and subjectivity. Refer to “Item 1. Financial Statements - Note 1. Summary of Significant Accounting Policies - Accounting Standards Adopted in 2023” in this Report for ~~loan~~more information regarding our ACL methodologies.

In determining the ACL for loans HFI, we estimate losses on a collective pool basis when similar risk characteristics and risk profiles exist. Loans that do not share similar risk characteristics are evaluated individually and excluded from the collective evaluation. The ACL is determined using the CECL model, which considers relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

For reporting periods prior to January 1, 2023, the ALL was established for known and inherent losses in the loan portfolio based upon management’s best assessment of the loan ~~portfolio at each balance sheet date.~~portfolio. It iswas maintained at a level estimated to be adequate to absorb potential losses through periodic changes to loan losses.

In connection with the review of the loan portfolio, risk elements attributable to particular loan types or categories are considered in assessing the quality of individual loans. Some of the risk elements considered include:

• for commercial real estate loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements); operating results of the owner in the case of owner occupied properties; the loan-to-value ratio; the age and condition of the collateral; and the volatility of income, property value, and future operating results typical of properties of that type;

• for one-to-four family residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability; the loan-to-value ratio; and the age, condition, and marketability of the collateral;

• for construction and development loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease; the quality and nature of contracts for presale or prelease, if any; experience and ability of the developer; and the loan-to-value ratio; and

• for commercial and industrial loans, the debt service coverage ratio; the operating results of the commercial, industrial, or professional enterprise; the borrower’s business, professional, and financial ability and expertise; the specific risks and volatility of income and operating results typical for businesses in that category; the value, nature, and marketability of collateral; and the financial resources of the guarantor(s), if any.

As ~~an SEC registrant with smaller reporting company filing status as determined on~~of June 30, ~~2019, CECL is effective for us on January 1, 2023. When effective,~~2023, the ~~CECL allowance model, prescribed by~~ ~~ASU No. 2016-13~~, will require measurement of expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts. This model will replace the existing incurred loss model. Based upon our preliminary CECL analysis as of September 30, 2022, we expect the adoption of CECL will result in a combined 1.0% to 5.0% increase in our allowance for credit losses and allowance for unfunded commitments. ~~Refer to “Item 1. Financial Statements - Note 1 - Summary of Significant Accounting Policies - Recent Accounting Pronouncements” in this Report for more information on~~ ~~ASU No. 2016-13~~.

~~As of September 30, 2022, the allowance for loan losses~~ACL was ~~$20.0~~$21.1 million, or ~~1.06%~~1.08% of ~~both~~ loans ~~HFI and non-PPP loans HFI (non-GAAP).~~HFI. As of December 31, ~~2021,~~2022, the ~~allowance for loan losses~~ALL totaled ~~$19.2~~$20.6 million, or ~~1.14%~~1.08% of loans ~~HFI, and 1.15% of non-PPP loans HFI (non-GAAP).~~HFI. The ~~$777,000~~$457,000 increase in the ~~allowance for loan losses~~ACL for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, was ~~mainly~~ due to ~~$1.0 million~~the $278,000 increase in the ACL from the adoption of ASC 326 and $300,000 from the provision for ~~loan~~credit losses, ~~partially~~ offset by ~~$223,000~~$121,000 of ~~net charge-offs. For additional information on non-GAAP financial measures, see “ - Non-GAAP Financial Measures” in this Report.~~net-charge-offs.

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The following table displays activity in the ~~allowance~~ACL for ~~loan losses~~June 30, 2023, and the ALL for ~~the periods shown:~~June 30, 2022:

As of and for the Nine Months Ended
(dollars in thousands) September 30,
2022 September 30,
2021
Loans HFI $ 1,879,669 $ 1,622,593
Non-PPP Loans HFI (non-GAAP)(1)
$ 1,878,319 $ 1,576,631
Nonaccrual loans $ 2,703 $ 1,375
Average loans $ 1,786,864 $ 1,610,449
Allowance for loan losses at beginning of period $ 19,176 $ 17,951
Provision for loan losses 1,000 1,750
Charge-offs:
Real estate:
Commercial real estate — (410)
One-to-four family residential — (10)
Construction and development (18) —
Commercial and industrial (25) (47)
Consumer (384) (243)
Total charge-offs (427) (710)
Recoveries:
Real estate:
One-to-four family residential 8 15
Construction and development 18 2
Commercial and industrial 81 26
Consumer 97 134
Total recoveries 204 177
Net (charge-offs)/recoveries (223) (533)
Allowance for loan losses at end of period $ 19,953 $ 19,168
Allowance for loan losses to loans HFI 1.06 % 1.18 %
Allowance for loan losses to non-PPP loans HFI (non-GAAP)(1)
1.06 % 1.22 %
Allowance for loan losses to nonaccrual loans 738.18% 1,394.04%
Net charge-offs to average loans 0.01 % 0.03 %

~~(1)Non-GAAP financial measure. Calculations of this measure and reconciliations to GAAP are included in “ - Non-GAAP Financial Measures” in this Report.~~


	As of and for the Six Months Ended
(dollars in thousands)	June 30, 2023			June 30, 2022
Loans HFI	$	1,947,631		$	1,841,585

Nonaccrual loans	$	1,840		$	248
Average loans	$	1,925,821		$	1,743,676

Allowance at beginning of period	$	20,628		$	19,176
Impact of adopting ASC 326	278			—
Provision expense	300			400
Charge-offs:
Real estate:


Construction and development	(9)			(18)
Commercial and industrial	(33)			(9)
Consumer	(182)			(250)
Total charge-offs	(224)			(277)
Recoveries:
Real estate:
One-to-four family residential	5			5
Construction and development	—			18
Commercial and industrial	23			7
Consumer	75			66
Total recoveries	103			96
Net (charge-offs)/recoveries	(121)			(181)
Allowance at end of period	$	21,085		$	19,395

Allowance for credit losses to loans HFI	1.08		%	1.05		%

Allowance for credit losses to nonaccrual loans	1,145.92%			7,820.56%
Net charge-offs to average loans	0.01		%	0.01		%

We believe that we have established our ACL in accordance with GAAP and that the ~~allowance for loan losses~~ACL was adequate to provide for known and inherent losses in the portfolio at all times shown above. Future provisions for ~~loan~~credit losses are subject to ongoing evaluations of the factors and loan portfolio risks, ~~described above,~~ including economic pressures related to inflation, labor market and supply chain constraints, and natural disasters affecting the state of Louisiana. A decline in market area economic conditions, deterioration of asset quality, or growth in portfolio size could cause the allowance to become inadequate, and material additional provisions for ~~loan~~credit losses could be required.

Deposits

Deposits are the primary funding source for loans and investments. We offer a variety of deposit products designed to attract and retain consumer, commercial, and public entity customers. These products consist of noninterest and interest-bearing checking accounts, savings accounts, money market accounts, and time deposit accounts. Deposits are gathered from individuals, partnerships, corporations, and public entities located primarily in our market areas. We do not have any internet-sourced or brokered deposits.

Total deposits decreased ~~$113.9~~$134.8 million, or ~~3.9%~~4.8%, to ~~$2.80~~$2.66 billion as of ~~September~~June 30, ~~2022,~~2023, from ~~$2.91~~$2.80 billion as of December 31, ~~2021.~~2022. This decrease was primarily a result of ~~expected customer deposit account activity and customer response to~~ the changing interest rate ~~environment.~~environment impacting customer deposit movement and activity, combined with normal tax payments. Also in 2023, there was a deposit mix shift between deposit categories as customers moved funds from lower yielding categories to higher yielding categories. Noninterest-bearing deposits ~~increased~~decreased by ~~$22.5~~$101.0 million, or ~~2.0%~~9.3%, to ~~$1.17 billion~~$989.5 million as of ~~September~~June 30, ~~2022.~~2023. Noninterest-bearing deposits as a percentage of total deposits were ~~41.92%~~37.14% as of June 30, 2023, compared to 38.96% as of December 31, 2022. Interest-bearing deposits decreased by $33.7 million, or 2.0%, to $1.67 billion as of June 30, 2023.

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~~September~~Red River Bank has a granular, diverse deposit portfolio with customers in a variety of industries throughout Louisiana. As of June 30, ~~2022,~~2023, the average deposit account size was approximately $27,000, compared to ~~39.50%~~$30,000 as of December 31, ~~2021. Interest-bearing deposits decreased by $136.3~~2022.

In 2022, we implemented the IntraFi Network Insured Cash Sweep and related reciprocal balance programs for qualified commercial customers. The IntraFi Network Insured Cash Sweep program provides our customers a demand deposit sweep account that has a competitive interest rate as well as full FDIC insurance coverage. As of June 30, 2023, we had $96.0 million ~~or 7.7%,~~swept off our balance sheet. The related reciprocal program brings deposit balances back on to ~~$1.62 billion~~our balance sheet as interest-bearing demand deposit accounts. As of ~~September~~June 30, ~~2022.~~2023, we had $94.1 million of interest-bearing demand deposit accounts.

The following table presents our deposits by account type as of the dates indicated:


		September 30, 2022				December 31, 2021				Change from December 31, 2021 to September 30, 2022					June 30, 2023				December 31, 2022				Change from December 31, 2022 to June 30, 2023
(dollars in thousands)	(dollars in thousands)	Balance		% of Total		Balance		% of Total		$ Change		% Change		(dollars in thousands)	Balance		% of Total		Balance		% of Total		$ Change		% Change
Noninterest-bearing deposits		$	1,172,157	41.9	%	$	1,149,672	39.5	%	$	22,485	2.0	%
Noninterest-bearing demand deposits														Noninterest-bearing demand deposits	$	989,509	37.1	%	$	1,090,539	39.0	%	$	(101,030)	(9.3)	%
Interest-bearing deposits:	Interest-bearing deposits:													Interest-bearing deposits:
Interest-bearing demand deposits														Interest-bearing demand deposits	94,058		3.5	%	89,144		3.2	%	4,914		5.5	%
NOW accounts	NOW accounts	449,543		16.1	%	503,383		17.3	%	(53,840)		(10.7)	%	NOW accounts	384,676		14.5	%	503,308		18.0	%	(118,632)		(23.6)	%
Money market accounts	Money market accounts	644,318		23.1	%	733,044		25.2	%	(88,726)		(12.1)	%	Money market accounts	537,890		20.2	%	578,161		20.6	%	(40,271)		(7.0)	%
Savings accounts	Savings accounts	198,741		7.1	%	191,076		6.5	%	7,665		4.0	%	Savings accounts	179,053		6.7	%	195,479		7.0	%	(16,426)		(8.4)	%
Time deposits less than or equal to $250,000	Time deposits less than or equal to $250,000	238,614		8.5	%	243,596		8.4	%	(4,982)		(2.0)	%	Time deposits less than or equal to $250,000	328,870		12.4	%	250,875		8.9	%	77,995		31.1	%
Time deposits greater than $250,000	Time deposits greater than $250,000	93,121		3.3	%	89,577		3.1	%	3,544		4.0	%	Time deposits greater than $250,000	150,127		5.6	%	91,430		3.3	%	58,697		64.2	%
Total interest-bearing deposits	Total interest-bearing deposits	1,624,337		58.1	%	1,760,676		60.5	%	(136,339)		(7.7)	%	Total interest-bearing deposits	1,674,674		62.9	%	1,708,397		61.0	%	(33,723)		(2.0)	%
Total deposits	Total deposits	$	2,796,494	100.0	%	$	2,910,348	100.0	%	$	(113,854)	(3.9)	%	Total deposits	$	2,664,183	100.0	%	$	2,798,936	100.0	%	$	(134,753)	(4.8)	%

The following table presents deposits by customer type as of the dates indicated:


		September 30, 2022				December 31, 2021				Change from December 31, 2021 to September 30, 2022					June 30, 2023				December 31, 2022				Change from December 31, 2022 to June 30, 2023
(dollars in thousands)	(dollars in thousands)	Balance		% of Total		Balance		% of Total		$ Change		% Change		(dollars in thousands)	Balance		% of Total		Balance		% of Total		$ Change		% Change
Consumer	Consumer	$	1,333,893	47.7	%	$	1,400,369	48.1	%	$	(66,476)	(4.7)	%	Consumer	$	1,296,827	48.7	%	$	1,341,312	47.9	%	$	(44,485)	(3.3)	%
Commercial	Commercial	1,296,758		46.4	%	1,283,992		44.1	%	12,766		1.0	%	Commercial	1,196,156		44.9	%	1,231,949		44.0	%	(35,793)		(2.9)	%
Public	Public	165,843		5.9	%	225,987		7.8	%	(60,144)		(26.6)	%	Public	171,200		6.4	%	225,675		8.1	%	(54,475)		(24.1)	%
Total deposits	Total deposits	$	2,796,494	100.0	%	$	2,910,348	100.0	%	$	(113,854)	(3.9)	%	Total deposits	$	2,664,183	100.0	%	$	2,798,936	100.0	%	$	(134,753)	(4.8)	%

We manage our interest expense on deposits through a deposit pricing strategy that is based on competitive pricing, economic conditions, and current or anticipated funding needs. We adjust deposit rates in part based upon our anticipated funding needs and liquidity position. We also consider the potential interest rate risk caused by extended maturities of time deposits when adjusting deposit rates.

Our average deposit balance was $2.69 billion for the three months ended June 30, 2023, a decrease of $66.5 million, or 2.4%, from $2.75 billion for the three months ended March 31, 2023. The average cost of interest-bearing deposits and total deposits for the second quarter of 2023 was 1.66% and 1.03%, respectively, compared to 1.16% and 0.71% for the prior quarter, respectively. The increase in the average cost of interest-bearing deposits and total deposits in the second quarter of 2023 as compared to the prior quarter was due to increased deposit rates in response to deposit rate competition created by rising interest rates. Also, as of June 30, 2023, 3.9% of interest-bearing transaction deposits had floating rates, which adjust with market rates.

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The following table presents our average deposits by account type and the average rate paid for the periods indicated:


	For the Three Months Ended
	June 30, 2023				March 31, 2023
(dollars in thousands)	Average Balance		Average Rate		Average Balance		Average Rate
Noninterest-bearing demand deposits	$	1,014,205	0.00	%	$	1,061,135	0.00	%
Interest-bearing deposits:
Interest-bearing demand deposits	94,316		3.66	%	88,567		3.41	%
NOW accounts	422,074		0.88	%	492,177		0.69	%
Money market accounts	538,706		1.61	%	553,117		1.01	%
Savings accounts	184,982		0.15	%	192,686		0.15	%
Time deposits	433,112		2.70	%	366,214		1.99	%
Total interest-bearing deposits	1,673,190		1.66	%	1,692,761		1.16	%
Total average deposits	$	2,687,395	1.03	%	$	2,753,896	0.71	%

As of June 30, 2023, our estimated uninsured deposits, which are the portion of deposit accounts that exceed the FDIC insurance limit (currently $250,000), were approximately ~~$1.05 billion and $1.22 billion at September 30, 2022 and~~$805.0 million, or 30.2% of total deposits, compared to $975.1 million, or 34.8% of total deposits, as of December 31, ~~2021, respectively.~~2022. These amounts were estimated based on the same methodologies and assumptions used for regulatory reporting purposes. Also, as of June 30, 2023, our estimated uninsured deposits, excluding collateralized public entity deposits, were approximately $672.6 million, or 25.2% of total deposits, compared to $786.9 million, or 28.1% of total deposits, as of December 31, 2022. As of June 30, 2023, our cash and cash equivalents of $222.1 million combined with our available borrowing capacity of $1.27 billion equaled 185.4% of our estimated uninsured deposits and 221.9% of our estimated uninsured deposits, excluding collateralized public entity deposits.

The following table presents the amount of time deposits by account that are in excess of the FDIC insurance limit (currently $250,000) by time remaining until maturity for the period indicated:


(in thousands)	~~September~~June 30, ~~2022~~2023
Three months or less	$	~~10,368~~8,930
Over three months through six months	~~16,914~~24,253
Over six months through 12 months	~~9,280~~37,811
Over 12 months	~~13,559~~12,133
Total	$	~~50,121~~83,127

Borrowings

Although deposits are our primary source of funds, we may, from time to time, utilize borrowings as a cost-effective source of funds when such borrowings can then be invested at a positive interest rate spread for additional capacity to fund loan demand or to meet our liquidity needs. WeAs of June 30, 2023, we had ~~no outstanding borrowings as~~$60.0 million in a short-term advances at an interest rate of ~~September 30, 2022 or December 31, 2021.~~5.49% from the FHLB under its existing line of credit. Our FHLB line of credit is collateralized by eligible Red River Bank loans. The $60.0 million advance matured and was repaid in July 2023.

Equity and Regulatory Capital Requirements

Total stockholders’ equity as of ~~September~~June 30, ~~2022,~~2023 was ~~$243.4~~$283.4 million compared to ~~$298.2~~$265.8 million as of December 31, ~~2021, a decrease of $54.7~~2022. The $17.6 million, or ~~18.4%. This decrease~~6.6%, increase in stockholders’ equity was ~~attributed~~attributable to an $80.0 million, net of tax, market adjustment to AOCI related to securities, $1.5 million in cash dividends, and the repurchase of 4,465 shares of common stock for $218,000, partially offset by $26.7$18.6 million of net income for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, $1.5 million of other comprehensive income related to securities, and ~~$235,000~~$244,000 of stock ~~compensation.~~

~~Table~~compensation, partially offset by $1.1 million in cash dividends, the repurchase of ~~Contents~~

~~During the second quarter~~18,689 shares of ~~2022, the Company reclassified certain securities from AFS to HTM. Such transfers are made at fair value on the date of transfer. The net unrealized holding loss on the date of transfer is retained,~~common stock for $947,000, and a $569,000, net of tax, ~~in AOCI, with no immediate change~~adjustment to retained earnings related to the ~~total balance in AOCI. The unrealized holding loss will be amortized over the remaining life~~adoption of ~~the securities.~~

At the date of transfer, the net unamortized, unrealized loss on the transferred securities included in the consolidated balance sheets totaled $17.9 million, of which $14.2 million, net of tax, was included in AOCI. As of September 30, 2022, the net unamortized, unrealized loss remaining on the transferred securities included in the consolidated balance sheets totaled $16.0 million, of which $13.0 million, net of tax, was included in AOCI.CECL.

On ~~February~~November 4, 2022, our ~~Board~~board of ~~Directors~~directors approved the renewal of the 2022 stock repurchase program that ~~was completed in the fourth quarter of 2021 after reaching its purchase limit.~~expired on December 31, 2022. The renewed ~~repurchase~~ program authorizes us to purchase up to $5.0 million of our outstanding shares of common stock from February 4, 2022 through December 31, 2022. Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions. For the three months ended September 30, 2022, the Company did not repurchase any shares of its common stock. For the nine months ended September 30, 2022, the Company repurchased 4,465 shares of its common stock at an aggregate cost of $218,000. As of September 30, 2022, we had $4.8 million available for repurchasing our common stock under this program.

On November 4, 2022, our Board of Directors approved the renewal of the stock repurchase program that will expire on December 31, 2022. This renewed repurchase program has similar terms to the previous program and authorizes us to purchase $5.0 million of our outstanding shares of common stock from January 1, 2023 through December 31, 2023. Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions. For the three months ended June 30, 2023, the Company repurchased 11,894 shares of its common stock at an aggregate cost of $601,000. Repurchases may be subject to a nondeductible excise tax under the Inflation Reduction Act of 2022 equal to 1.0% of the fair market value of the shares repurchased, subject to certain limitations. While we may complete transactions subject to the new excise tax, we do not expect a material impact to our financial condition or results of operations. For the six months ended June 30, 2023, we repurchased 18,689 shares of our common stock at an

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aggregate cost of $947,000. As of June 30, 2023, we had $4.1 million available for repurchasing our common stock under this program.

On January 1, 2023, we adopted ASC 326, the CECL methodology for estimating credit losses. In the first quarter of 2023, the implementation of CECL resulted in a $720,000 adjustment to the ACL and reserve for unfunded commitments, and a $569,000, net of tax, adjustment to retained earnings.

During the second quarter of 2022, the Company reclassified $166.3 million, net of $17.9 million of unrealized loss, from AFS to HTM. The securities were transferred at fair value, which became the cost basis for the securities HTM. The net unrealized loss of $17.9 million, of which $14.2 million, net of tax, was included in AOCI, is being amortized over the remaining life of the securities as a yield adjustment in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security. There were no gains or losses recognized as a result of the transfer. As of June 30, 2023, the net unamortized, unrealized loss remaining on the transferred securities included in the consolidated balance sheets totaled $15.2 million, of which $12.0 million, net of tax, was included in AOCI.

The Economic Growth Act, which was signed into law in May 2018, provides, among other items, certain targeted modifications to prior financial services reform regulatory requirements. One of the Economic Growth Act’s highlights, with implications for us, was the asset threshold under the Policy Statement being increased from $1.0 billion to $3.0 billion, which benefits bank holding companies by, among various other items, allowing for an 18-month safety and soundness examination cycle as opposed to a 12-month examination cycle, changing to scaled biannual regulatory reporting requirements as opposed to quarterly regulatory reporting requirements, and not ~~being subject~~subjecting bank holding companies to capital adequacy guidelines on a consolidated basis. Because we had less than $3.0 billion in assets as of each of the June 30th measurement dates starting with the Economic Growth Act’s enactment and going through June 30, 2021, we ~~have~~ received benefits under the Policy Statement ~~and will continue to do so~~ through 2022, except with regard to the timing of the Red River Bank safety and soundness exam by the FDIC and the OFI. Due to the timing of the asset balance determination for the Red River Bank safety and soundness examination, a 12-month examination cycle ~~will begin~~began in the second half of 2022. As of June 30, 2022, we had more than $3.0 billion in assets. Therefore, effective January 1, 2023, we no longer receive any benefits under the Policy Statement and became subject to consolidated capital requirements. As of June 30, 2023, the last applicable measurement date, we had more than $3.0 billion in assets. ~~Therefore, beginning in 2023, we expect to no longer receive any benefits under the Policy Statement.~~

Another significant provision ~~was~~of the Economic Growth ~~Act’s~~Act was the directive that federal bank regulatory agencies adopt a threshold for a CBLR framework. As part of the directive under the Economic Growth Act, onin September ~~17,~~ 2019, the FDIC and other federal bank regulatory agencies approved the CBLR framework. This optional framework became effective January 1, 2020, and is available as an alternative to the Basel III risk-based capital framework. The CBLR framework provides for a simple measure of capital adequacy for certain community banking organizations. Specifically, depository institutions and depository institution holding companies that have less than $10.0 billion in total consolidated assets and meet other qualifying criteria, including a Tier 1 leverage ratio of greater than 9.00% ~~(subsequently temporarily reduced to 8.00% for 2020 and 8.50% for 2021 as a COVID-19 relief measure)~~, are considered qualifying community banking organizations ~~and are~~ eligible to opt into the CBLR framework and replace the applicable Basel III risk-based capital requirements.

As of ~~September~~June 30, ~~2022,~~2023, the Company and the Bank qualify for the CBLR framework. Management does not intend to utilize the CBLR framework.

LIQUIDITY AND ASSET-LIABILITY MANAGEMENT

Liquidity

As of June 30, 2023, we had sufficient liquid assets available and $1.27 billion in available borrowing capacity.

Liquidity involves our ability to raise funds to support asset growth and potential acquisitions, ~~or to~~ 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 ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, and the year ended December 31, ~~2021,~~2022, liquidity needs were primarily met by core deposits, security and loan maturities, and cash flows from amortizing security and loan portfolios. While maturities and scheduled amortization of loans are predictable sources of funds, deposit outflows, mortgage prepayments, and prepayments on amortizing securities are greatly influenced by market interest rates, economic conditions, and the competitive environment in which we ~~operate, and~~operate; therefore, these cash flows are monitored ~~regularly~~.regularly.

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~~Our most liquid assets are cash and short-term investments that include both interest-earning demand deposits and securities AFS. The~~Liquidity levels ~~of these assets~~ are dependent on our operating, financing, lending, and investing activities during any given period. Access to purchased funds from correspondent banks and overnight advances from the FHLB and the Federal Reserve Bank of Atlanta are also available. Purchased funds from correspondent banks and overnight advances can be utilized to meet funding ~~obligations, although we do not generally rely on these external funding sources.~~obligations.

Our primary source of funds is deposits, and our primary use of funds is the funding of loans. We invest excess deposits in interest-earning ~~deposits~~deposit accounts at other banks or at the Federal Reserve, federal funds sold, securities, or other short-term liquid investments until the deposits are needed to fund loan growth or other obligations. Our average deposits ~~increased $284.7~~decreased $131.6 million, or ~~11.0%~~4.6%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the average deposits for the twelve months ended December 31, ~~2021.~~2022. The ~~increase~~decrease in average total deposits was primarily a result of ~~customers maintaining higher~~the changing

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interest rate environment impacting customer deposit ~~balances~~.movement and activity, combined with normal tax payments. Our average total loans increased ~~$165.3~~$109.3 million, or ~~10.2%~~6.0%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to average total loans for the twelve months ended December 31, ~~2021.~~2022.

As of June 30, 2023, liquid assets were $222.1 million, compared to $278.4 million as of December 31, 2022. The decrease of $56.3 million, or 20.2%, was primarily due to the decrease in deposits during the first half of the year partially offset by $60.0 million of new short-term borrowings from the FHLB. The liquid assets to assets ratio was 7.34% as of June 30, 2023, compared to 9.03% as of December 31, 2022.

Our securities AFS portfolio is an alternative source for meeting liquidity needs and was our second-largest component of assets as of ~~September~~June 30, ~~2022.~~2023. Securities generate cash flow through principal repayments, calls, and ~~maturities, and they~~maturities. As of June 30, 2023, we project receipt of approximately $100.0 million of principal repayments through December 31, 2023. Securities AFS can also generally ~~have readily available markets~~be sold or used as collateral in borrowings that allow for their conversion to cash. As of ~~September~~June 30, ~~2022,~~2023, securities AFS totaled ~~$609.7~~$588.5 million, or ~~19.9%~~19.4% of assets, compared to ~~$659.2~~$614.4 million, or ~~20.4%~~19.9% of assets, as of December 31, ~~2021.~~2022. However, certain investments within our securities AFS portfolio are also used to secure specific deposit types, such as ~~for~~ public entities, which impacts their liquidity. As of ~~September~~June 30, ~~2022,~~2023, securities AFS with a carrying value of ~~$164.8~~$189.4 million, or ~~27.0%~~32.2% of the securities AFS portfolio, were pledged to secure public entity deposits as compared to securities AFS with a carrying value of ~~$118.6~~$156.7 million, or ~~18.0%~~25.5% of the securities AFS portfolio, similarly pledged as of December 31, ~~2021. The increase~~2022. Public entity account balances generally fluctuate throughout the year.

As of ~~$46.2 million, or 39.0%, was primarily the result of utilizing~~June 30, 2023 and December 31, 2022, we also held debt securities ~~to replace FHLB letters of credit~~classified as pledged collateral, combined with an increase in several public entity deposit accounts that occurred during 2022. During the second quarter of 2022, the Company reclassified $166.3 million, or 20.5%, of the securities portfolio from AFS to HTM. ~~Significant~~However, significant limitations exist for selling debt securities classified as ~~HTM, and~~HTM; therefore, they are excluded from liquidity sources. For additional information on securities HTM, see ~~“Part I. Financial Information - Item. 1 Financial Statements (Unaudited) - Notes to Unaudited Consolidated Financial Statements - Note 2.~~“- Securities - Securities AFS and Securities HTM.”

Interest-bearing deposits in other banks are our main source for meeting daily liquidity needs and were our third-largest component of assets as of September 30, 2022. Interest-bearing deposits in other banks were $261.6 million, or 8.6% of assets as of September 30, 2022, compared to $761.7 million, or 23.6% of assets as of December 31, 2021. The decrease of $500.1 million, or 65.7%, was primarily a result of deploying funds into securities and loans, combined with an outflow of deposits, during the first nine months of the year.

We also utilize the FHLB as needed as a viable funding source. FHLB advances may be used to meet ~~short-term~~the Bank’s liquidity needs, particularly if the prevailing interest rate on an FHLB advance compares favorably to the rates that would be required to attract the necessary deposits. We currently are classified as having “blanket lien collateral status,” which means that advances can be executed at any time without further collateral requirements. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our total borrowing availability from the FHLB was ~~$874.0~~$901.6 million and ~~$748.6~~$875.8 million, respectively. AtIn the second quarter of 2023, we recorded $60.0 million in short-term advances from the FHLB. This borrowing was a result of the uncertainty regarding deposit activity and the decision to bolster liquidity, while also testing our borrowing lines. Also, at various times, we may obtain letters of credit from the FHLB as collateral for our public entity deposits. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we held ~~unfunded~~ letters of credit in the amount of ~~$15.0~~$10.9 million and ~~$143.8~~$100.9 million, respectively. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our net borrowing capacity from the FHLB was ~~$859.0~~$830.7 million and ~~$604.8~~$774.9 million, respectively.

Other sources available for meeting liquidity needs include federal funds lines, repurchase agreements, and other lines of credit. We maintain four federal funds lines of credit with commercial banks that provided for the availability to borrow up to an aggregate of $95.0 million in federal funds as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. The rates for the federal funds lines are determined by the applicable commercial bank at the time of borrowing. We also maintain an additional $6.0 million revolving line of credit at one of our correspondent banks. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total borrowing capacity of $101.0 million through these combined funding sources. We had no outstanding balances from either of these sources as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

The Bank can participate in the Federal Reserve’s Bank Term Funding Program as an additional liquidity source. If needed, the Bank Term Funding Program gives us the option to use eligible securities as collateral for a loan of up to one year from the Federal Reserve. As of June 30, 2023, our eligible securities totaled approximately $336.7 million.

Commitments to Extend Credit

In the normal course of business, we enter into certain financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of our customers. These commitments involve elements of credit risk, interest rate risk, and liquidity risk. Some instruments may not be reflected in the accompanying consolidated financial statements until they are funded, although they expose us to varying degrees of credit risk and interest rate risk in much the same way as funded loans.

Commitments to extend credit are agreements to lend to a customer if all conditions of the commitment have been met. Commitments include revolving and nonrevolving credit lines and are primarily issued for commercial purposes. Commitments to extend credit generally have fixed expiration dates or other termination clauses. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.

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As of ~~September~~June 30, ~~2022,~~2023, we had ~~$384.6~~$347.0 million in unfunded loan commitments and ~~$14.5~~$14.1 million in commitments associated with outstanding standby letters of credit. As of December 31, ~~2021,~~2022, we had ~~$357.9~~$377.6 million in unfunded loan commitments and ~~$12.5~~$14.6 million in commitments associated with outstanding standby letters of credit. As commitments associated with

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letters of credit and commitments to extend credit may expire unused, the total outstanding commitments may not necessarily reflect the actual future cash funding requirements.

Investment Commitments

The Company is party to various investment commitments in the normal course of business. The Company’s exposure is represented by the contractual amount of these commitments.

In 2014, the Company committed to an investment into an SBIC limited partnership. As of ~~September~~June 30, ~~2022,~~2023, there was a $226,000 outstanding commitment to this partnership.

In 2020, the Company committed to an additional investment into an SBIC limited partnership. As of ~~September~~June 30, ~~2022,~~2023, there was a ~~$4.3~~$3.6 million outstanding commitment to this partnership.

In ~~the second quarter of~~ 2021, the Company committed to an investment into a bank technology limited partnership. As of ~~September~~June 30, ~~2022,~~2023, there was a ~~$727,000~~$532,000 outstanding commitment to this partnership.

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our asset-liability management policies provide management with guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our rate sensitivity position within our established policy 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 that 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 exposure to interest rates by structuring the balance sheet appropriately during the ordinary course of business. We have the ability to enter into interest rate swaps to mitigate interest rate risk in limited circumstances, but it is not our policy to enter into such transactions on a regular basis. We do not enter into instruments such as financial options, financial futures contracts, or forward delivery contracts for the purpose of reducing interest rate risk. We are not subject to foreign exchange risk, and our commodity price risk is immaterial, as the percentage of our agricultural loans to loans HFI was only ~~0.64%~~0.57% as of ~~September~~June 30, ~~2022.~~2023.

Our exposure to interest rate risk is managed by Red River Bank’s Asset-Liability Management Committee. The committee formulates strategies based on appropriate levels of interest rate risk and monitors the results of those strategies. In determining the appropriate level of interest rate risk, the committee considers the impact on both earnings and capital given the current outlook on interest rates, regional economies, liquidity, business strategies, and other related factors.

The committee meets quarterly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and economic 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. We employ methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities, as well as an interest rate simulation model and shock ~~simulation model.~~analysis.

In conjunction with our interest rate risk management process, on a quarterly basis, we run various simulations within a static balance sheet model. This model tests the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Our nonparallel rate shock simulation involves analysis of interest income and expense under various changes in the shape of the yield curve.

Bank policy regarding interest rate risk simulations performed by our risk model currently specifies that for instantaneous parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 10.0% for a 100 bp shift and 15.0% for a 200 bp shift. Bank policy regarding economic value at risk simulations performed by our risk model currently specifies that for instantaneous parallel shifts of the yield curve, estimated fair value of equity for the subsequent one-year period should not decline by more than 20.0% for a 100 bp shift and 25.0% for a 200 bp shift.

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The following table shows the impact of an instantaneous and parallel change in rates, at the levels indicated, and 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 September 30, 2022				As of December 31, 2021					June 30, 2023				December 31, 2022
		% Change in Net Interest Income		% Change in Fair Value of Equity		% Change in Net Interest Income		% Change in Fair Value of Equity			% Change in Net Interest Income		% Change in Fair Value of Equity		% Change in Net Interest Income		% Change in Fair Value of Equity
Change in Interest Rates (Bps)	Change in Interest Rates (Bps)									Change in Interest Rates (Bps)
+300	+300	10.7	%	(1.6)	%	45.7	%	16.7	%	+300	4.6	%	(5.0)	%	6.4	%	(2.0)	%
+200	+200	7.1	%	(0.7)	%	30.6	%	13.3	%	+200	3.2	%	(3.1)	%	4.1	%	(1.2)	%
+100	+100	3.7	%	0.2	%	15.3	%	8.0	%	+100	1.7	%	(1.3)	%	2.2	%	0.0	%
Base	Base	0.0	%	0.0	%	0.0	%	0.0	%	Base	0.0	%	0.0	%	0.0	%	0.0	%
-100	-100	(4.9)	%	(1.9)	%	(0.4)	%	(18.9)	%	-100	(1.3)	%	1.1	%	(2.6)	%	(1.2)	%
-200	-200	(9.9)	%	(6.1)	%	(2.6)	%	(32.8)	%	-200	(3.8)	%	(0.7)	%	(6.3)	%	(5.4)	%

The results above, as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, demonstrate that our balance sheet is asset sensitive, which means our assets have the opportunity to reprice at a faster pace than our liabilities, over the 12-month horizon. ~~We have also observed that, historically,~~However, due to recent deposit rate pressure, our deposit interest rates have adjusted more ~~slowly~~quickly than the change in the federal funds rate. This assumption ~~is incorporated into the risk simulation model and~~ is generally not reflected in a gap analysis, which is the process by which we measure the repricing gap between interest rate-sensitive assets versus interest rate-sensitive liabilities.

As of ~~September~~June 30, ~~2022,~~2023, the reported percentage changes in net interest income and fair value of equity remained within the policy thresholds. These values are reported at each quarterly Asset-Liability Committee meeting. The net interest income at risk and the fair value of equity will continue to be monitored, and appropriate mitigating action will be taken if needed.

The impact of our floating rate loans and floating rate transaction deposits are also reflected in the results shown in the above table. As of ~~September~~June 30, ~~2022,~~2023, floating rate loans were ~~14.5%~~13.3% of ~~the~~ loans HFI, and floating rate transaction deposits were ~~3.6%~~3.9% of interest-bearing transaction deposits.

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 management strategies and the slope of the yield curve.

NON-GAAP FINANCIAL MEASURES

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. Certain financial measures used by management to evaluate our operating performance are discussed in this Report as supplemental non-GAAP performance measures. In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the U.S.

Management and the board of directors review tangible book value per share, tangible common equity to tangible assets, and realized book value per share ~~and PPP-adjusted metrics~~ as part of managing operating performance. However, these non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner that we calculate the non-GAAP financial measures that are discussed in this Report may differ from that of other ~~companies~~companies’ reporting measures with similar names. It is important to understand how such other banking organizations calculate and name their financial measures similar to the non-GAAP financial measures discussed in this Report when comparing such non-GAAP financial measures.

~~Tangible Assets, Tangible Equity, Tangible Book Value, and Realized Book Value~~

Tangible Book Value Per Share. Tangible book value per share is a non-GAAP measure commonly used by investors, financial analysts, and investment bankers to evaluate financial institutions. We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per share exclusive of changes in intangible assets. We calculate tangible book value per share as total stockholders’ equity, less intangible assets, divided by the outstanding number of shares of our common stock at the end of the relevant period. Intangible assets have the effect of increasing total book value while not increasing tangible book value. The most directly comparable GAAP financial measure for tangible book value per share is book value per share.

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Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial analysts, and investment bankers to evaluate financial institutions. We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to

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period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Intangible assets have the effect of increasing both total stockholders’ equity and assets while not increasing our tangible common equity or tangible assets. We calculate tangible common equity as total stockholders’ equity less intangible assets, and we calculate tangible assets as total assets less intangible assets. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common stockholders’ equity to total assets.

As a result of previous acquisitions, we have a small amount of intangible assets. As of ~~September~~June 30, ~~2022,~~2023, total intangible assets were $1.5 million, which is less than 1.0% of total assets.

Realized Book Value Per Share. Realized book value per share is a non-GAAP measure that we use to evaluate our operating performance. We believe that this measure is important because it allows us to monitor changes from period to period in book value per share exclusive of changes in AOCI. Our AOCI is impacted primarily by the unrealized gains and losses on securities AFS. These unrealized gains or losses on securities AFS are driven by market factors and may also be temporary and vary greatly from period to period. Due to the possibly temporary and greatly variable nature of these changes, we find it useful to monitor realized book value per share. We calculate realized book value per share as total stockholders’ equity, less AOCI, divided by the outstanding number of shares of our common stock at the end of the relevant period. AOCI has the effect of increasing or decreasing total book value while not increasing or decreasing realized book value. The most directly comparable GAAP financial measure for realized book value per share is book value per share.

The following table reconciles, as of the dates set forth below, stockholders’ equity to tangible common equity, stockholders’ equity to realized common equity, and assets to tangible assets, and presents related resulting ratios.

(dollars in thousands, except per share data) September 30,
2022 June 30,
2022 September 30,
2021
Tangible common equity
Total stockholders’ equity $ 243,413 $ 253,596 $ 298,688
Adjustments:
Intangible assets (1,546) (1,546) (1,546)
Total tangible common equity (non-GAAP) $ 241,867 $ 252,050 $ 297,142
Realized common equity
Total stockholders’ equity $ 243,413 $ 253,596 $ 298,688
Adjustments:
Accumulated other comprehensive (income) loss 83,744 63,804 61
Total realized common equity (non-GAAP) $ 327,157 $ 317,400 $ 298,749
Common shares outstanding 7,183,915 7,176,365 7,276,400
Book value per share $ 33.88 $ 35.34 $ 41.05
Tangible book value per share (non-GAAP) $ 33.67 $ 35.12 $ 40.84
Realized book value per share (non-GAAP) $ 45.54 $ 44.23 $ 41.06
Tangible assets
Total assets $ 3,059,678 $ 3,121,113 $ 3,020,784
Adjustments:
Intangible assets (1,546) (1,546) (1,546)
Total tangible assets (non-GAAP) $ 3,058,132 $ 3,119,567 $ 3,019,238
Total stockholders’ equity to assets 7.96 % 8.13 % 9.89 %
Tangible common equity to tangible assets (non-GAAP) 7.91 % 8.08 % 9.84 %

~~PPP-Adjusted Metrics~~

Red River Bank has participated in the SBA PPP and originated 1,888 PPP loans totaling $260.8 million. PPP loan originations were concluded in the second quarter of 2021. Through September 30, 2022, we had received $259.5 million in SBA forgiveness and borrower payments on 99.9% of the PPP loans originated. As of September 30, 2022, PPP loans totaled $1.4 million, net of $28,000 of deferred income, and were 0.1% of loans HFI.

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PPP loans were implemented as a response to the COVID-19 pandemic and have characteristics that are different than the rest of our loan portfolio, including being short-term in nature (24 or 60 months or less depending on loan forgiveness timing), having a lower than market interest rate, and only being originated during specified time periods during the COVID-19 pandemic. Because of these factors, management believes that PPP-adjusted metrics provide a more accurate portrayal of certain aspects of the Company’s financial condition and performance. Accordingly, we believe it is important to investors to see certain of our metrics with PPP loans excluded. The most directly comparable GAAP financial measure for PPP-adjusted metrics is total loans HFI.

~~The following table reconciles, as of the dates set forth below, non-PPP loans to total loans HFI and presents certain ratios using non-PPP loans:~~

(dollars in thousands) September 30,
2022 December 31,
2021 September 30,
2021
Non-PPP loans HFI
Loans HFI $ 1,879,669 $ 1,683,832 $ 1,622,593
Adjustments:
PPP loans, net (1,350) (17,550) (45,962)
Non-PPP loans HFI (non-GAAP) $ 1,878,319 $ 1,666,282 $ 1,576,631
Allowance for loan losses $ 19,953 $ 19,176 $ 19,168
Allowance for loan losses to loans HFI 1.06 % 1.14 % 1.18 %
Allowance for loan losses to non-PPP loans HFI (non-GAAP) 1.06 % 1.15 % 1.22 %


(dollars in thousands, except per share data)	June 30, 2023			March 31, 2023			June 30, 2022
Tangible common equity
Total stockholders’ equity	$	283,372		$	276,640		$	253,596
Adjustments:
Intangible assets	(1,546)			(1,546)			(1,546)
Total tangible common equity (non-GAAP)	$	281,826		$	275,094		$	252,050
Realized common equity
Total stockholders’ equity	$	283,372		$	276,640		$	253,596
Adjustments:
Accumulated other comprehensive (income) loss	69,693			68,541			63,804
Total realized common equity (non-GAAP)	$	353,065		$	345,181		$	317,400
Common shares outstanding	7,175,056			7,177,650			7,176,365
Book value per share	$	39.49		$	38.54		$	35.34
Tangible book value per share (non-GAAP)	$	39.28		$	38.33		$	35.12
Realized book value per share (non-GAAP)	$	49.21		$	48.09		$	44.23

Tangible assets
Total assets	$	3,027,194		$	3,030,582		$	3,121,113
Adjustments:
Intangible assets	(1,546)			(1,546)			(1,546)
Total tangible assets (non-GAAP)	$	3,025,648		$	3,029,036		$	3,119,567
Total stockholders’ equity to assets	9.36		%	9.13		%	8.13		%
Tangible common equity to tangible assets (non-GAAP)	9.31		%	9.08		%	8.08		%

CRITICAL ACCOUNTING ESTIMATES

There were no material changes or developments during the reporting period with respect to methodologies that we use when developing critical accounting estimates as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Our consolidated financial statements are prepared in accordance with GAAP and with general practices within the financial services industry. Application of these principles requires management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these estimates.

On January 1, 2023, the Company adopted ASC 326, which created changes to the allowance for loan losses critical accounting policy that existed as of December 31, 2022. The allowance for loan losses critical accounting policy was

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replaced with the ACL critical accounting policy. The ACL is a valuation account that is deducted from the amortized cost basis of loans HFI to present management’s best estimate of the expected credit losses to be collected over the lifetime of the loans. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. This reasonable and supportable forecast period is currently one year and incorporates Company and peer historical losses. After the forecast period, the Company reverts to an average historical loss rate over a two-year period. The determination of the amount of allowance involves a high degree of judgement and subjectivity.

The ACL is available to absorb losses on loans HFI, and the reserve for unfunded commitments is a liability established to absorb credit losses for the expected life of the contractual term of off-balance sheet exposures as of the date of the determination. The process and methodology employed to establish an ACL consist of two components: (1) a component involving individual loans that do not share similar risk characteristics with other loans and the measurement of expected credit losses for such individual loans and (2) a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.

Management establishes an allowance for individual loans that do not share similar risk characteristics with other loans based on the amount of expected credit losses calculated on those individual loans and any amounts determined to be uncollectible. Factors considered in measuring the extent of expected credit losses include payment status, collateral value, borrower financial condition, guarantor support, and the probability of collecting scheduled principal and interest payments when due. For loans evaluated on an individual bases that are collateral dependent, the specific allowance is estimated by calculating the difference between the fair value of the underlying collateral less estimated selling costs and the Bank’s exposure. If the loan is not collateral dependent, the discounted cash flow methodology is used.

In estimating an allowance for loans that share similar risk characteristics, loans are segmented into pools based on regulatory call report codes that are considered to share similar risk characteristics or areas of risk concentration. Expected credit losses are estimated using the cohort loss rate and remaining life loss rate methodologies. The cohort loss rate methodology tracks a closed pool of loans over their remaining lives to determine their loss behavior. Once the losses have been tracked, the results are averaged together to determine the average remaining life loss rate to be applied to the current loans in the cohort and are adjusted for reasonable and supportable forecast periods, which is not to exceed a two-year period. Additionally, a lookback period and delay period are established for each pool, which affects the average remaining life loss rate. The lookback period defines how many quarterly cohort periods will be averaged together to form the average remaining life loss rate and varies by pool in order to capture the performance of cohorts under a variety of different conditions, both internal and external. The delay period defines the most recent cohort that will be used in the historical average and varies by pool due to the differing terms and remaining lives that may exist in different pools. The remaining life loss rate methodology takes the calculated loss rate and applies that rate to a pool of loans on a periodic basis based on the remaining life expectation of that pool and further adjusts for current conditions and for reasonable and supportable forecast periods.

Additionally, for loans that share similar risk characteristics, the ACL considers factors for each loan pool to adjust for differences between the historical period and expected conditions over the remaining lives of the loans in the portfolio related to:

•Lending policies and procedures;

•International, national, regional, and local economic business conditions;

•The nature of the loan portfolio, including the volume of the portfolio and terms of the loans;

•The experience, depth, and ability of our lending management;

•The volume and severity of past due loans and other similar conditions;

•The quality of the loan review and process;

•The value of underlying collateral for collateral dependent loans;

•The existence and effect of any concentrations of credit and changes in the level of such concentrations; and

•The effect of other external factors, such as competition and legal and regulatory requirements, on the level of estimated credit losses in the existing portfolio.

These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in the historical loss experience for these expectations.

Management considers the appropriateness of these critical assumptions as part of its allowance review and believes the ACL level is appropriate based on information available through the financial statement date.

There were no other material changes or developments during the reporting period with respect to methodologies that we use when developing critical accounting estimates as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022. For details on the significant accounting principles and practices we follow, see “Part I - Item 1.

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Financial Statements - Note 1. Summary of Significant Accounting Policies” in this Report and “Part II - Item 8. Financial Statements and Supplementary Data - Note 1. Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2022

RECENT ACCOUNTING PRONOUNCEMENTS

See “Item 1. Financial Statements – Note 1. Summary of Significant Accounting Policies – Recent Accounting Pronouncements.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk are presented in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Asset-Liability Management - Interest Rate Sensitivity and Market Risk.” Additional information as of ~~September~~June 30, ~~2022,~~2023, is included herein under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Asset-Liability Management - Interest Rate Sensitivity and Market Risk.” The foregoing information is incorporated into this Item 3 by reference.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

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

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Changes in internal control over financial reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the ~~third~~second quarter of ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we, including our subsidiaries, are or may be involved in various legal matters arising in the ordinary course of business. In the opinion of management, neither we, nor any of our subsidiaries, are involved in such legal proceedings that the resolution is expected to have a material adverse effect on our consolidated results of operations, financial condition, or cash flows. However, one or more unfavorable outcomes in these ordinary claims or litigation against us or our subsidiaries could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or ultimate outcomes, such matters are costly, divert management’s attention, and may materially and adversely affect our reputation or that of our subsidiaries, even if resolved favorably.

Item 1A. Risk Factors

For information regarding risk factors that could affect our business, financial condition, and results of operations, see the information in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021. There have been no material changes~~2022. Due to recent bank failures in the financial services industry and Progress Software Corporation’s MOVEit Transfer managed file transfer software (“MOVEit Transfer”) vulnerability, several of the risk factors ~~disclosed~~presented in our ~~most recent~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2022, have heightened risk or have been updated and can be seen below.

A lack of liquidity could impair our ability to fund operations.

Liquidity is essential to our business. We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans and investment securities, respectively, to ensure that we have adequate liquidity to fund our operations. As can be seen from recent events regarding the operations and failures of other banks in the U.S., an inability to mitigate deposit withdrawals and to raise funds through new deposits, borrowings, the sale of investment securities at or above the value of such securities on our books, and other sources could have a material adverse effect on liquidity. Our most important source of funds is deposits. Historically, our deposits have provided a stable source of funds. However, deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff or when customers have negative views related to disruption in the financial markets or the prospects for the financial services industry as a whole. If our customers move money out of bank deposits, our liquidity position could be impacted, and we would lose a relatively low-cost source of funds, increasing our funding costs, and reducing our net interest income and net income. Even though a majority of our certificates of deposit renew upon maturity with what we believe are competitive rates, some of our more rate-sensitive customers may move those and other deposit funds to higher-yielding alternatives.

Our other primary sources of liquidity consist of cash flows from operations, maturities and sales of investment securities, and proceeds from the issuance and sale of our equity to investors. As a secondary source of liquidity, we have the ability to borrow overnight funds from other financial institutions with whom we have a correspondent relationship. We also have the ability to borrow from the FHLB and the Federal Reserve’s Bank Term Funding Program. Historically, we have not utilized brokered or internet deposits to meet liquidity needs.

Our access to funding sources in amounts adequate to finance or capitalize our activities or on terms that are acceptable to us, could be impaired by factors that affect us, the financial services industry, or the economy in general. These factors may include disruptions in the financial markets or negative expectations about the industry’s prospects. Our access to funding sources could also be affected by regulatory actions against us or by a decrease in the level of our business activity due to a downturn in the Louisiana economy or in economic conditions generally. A decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, or fulfill obligations such as meeting deposit withdrawal demands or repaying our borrowings.

We may be adversely affected by the soundness of other financial institutions.

Our ability to engage in routine funding transactions could be adversely affected by the actions and soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties and exposure through transactions with counterparties in the financial services industry, including broker-dealers, commercial banks, investment banks, and other financial intermediaries. In addition, we participate in loans originated by other institutions, and we participate in syndicated transactions (including shared national credits) in which other lenders serve as the lead bank. Further, recent high-profile bank failures have resulted in some degree of public awareness and caused widespread questions about potential concerns in the financial institutions industry. Defaults by, declines in the financial condition of, or even rumors or questions about one or more financial institutions, financial service companies, or the financial services industry generally, may lead to a decline in market-wide liquidity, asset quality problems, or other problems and could lead to losses or defaults by us or by other institutions.

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We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance.

Deposits are insured by the FDIC up to legal limits and subject to the payment of FDIC deposit insurance assessments. The Bank’s regular assessments are determined by the level of its assessment base and its risk classification under an FDIC risk-based assessment system. The FDIC has the power to change deposit insurance assessment rates, the manner deposit insurance is calculated, and also to charge special assessments to FDIC-insured institutions. Following the recent bank failures, banking regulators announced that the FDIC will ensure that all depositors in the failed banks will receive full coverage of all of their deposits, at no cost to taxpayers. The FDIC has issued a proposed rule, which would impose special assessments on certain banks. As currently written, we would not be impacted by this special assessment; however, this rule is not final. Any future additional assessments, increases, or required prepayments in FDIC insurance premiums could adversely impact our operating expenses and earnings.

We are subject to laws regarding the privacy, information security, and protection of personal information. Unauthorized access, cyber-crime, and other threats to data security may require significant resources, harm our reputation, and otherwise cause harm to our business.

In the ordinary course of our business, we necessarily collect, use, and retain, on various information systems that we maintain and in those maintained by third party providers and, in some cases, vendors retained by those third parties, personal and financial information concerning individuals and businesses with which we have a banking relationship. We also maintain important internal company data such as personally identifiable information about our employees and information about our operations. Threats to data security such as unauthorized access and cyber-attacks emerge and change rapidly. These threats may increase our costs for protection or remediation. They may also result in competing time constraints between applicable privacy and other requirements and our ability to secure data in accordance with customer expectations and evolving laws and regulations governing the privacy and protection of personal information.

It is difficult or impossible to defend against every risk posed by changing technologies and cyber-crime. Cyber incidents could include actual or attempted unauthorized access, tampering, malware insertion, ransomware attacks, or other system integrity events. Increasing sophistication of cyber-attacks makes it increasingly difficult to prevent a security breach. For example, we have received notice that certain of our customer data was involved in the global incident involving the MOVEit Transfer vulnerability. Our internal network systems were not impacted by the MOVEit Transfer vulnerability. However, several of our third party financial institution vendors who utilized MOVIEit Transfer in their service offerings to us have notified us that their systems may have been compromised. Based on the investigation to date, we have been notified that certain of our customers have had personal information exfiltrated through the cyber-attack. For additional information on the MOVEit Transfer vulnerability, see “- Item 5. Other Information.” Controls employed by our information technology department, our other employees, and our vendors could prove inadequate and in the case of the MOVEit Transfer vulnerability, did prove to be inadequate for several of our vendors. We, or any of our vendors or third-party providers, could also experience a breach due to circumstances such as intentional or negligent conduct on the part of employees or other internal and external sources, software bugs, or other technical malfunctions. Any of these threats may cause our customer accounts and financial systems to become vulnerable to takeover schemes or cyber-fraud. If personal, confidential, or proprietary information of customers, employees, or others were to be mishandled or misused by us or third parties with access to that information, we could be exposed to litigation or regulatory sanctions under personal information laws and regulations. A breach of our security that results in unauthorized access to our data could expose us to disruption or challenges relating to our daily operations as well as to data loss, litigation, fines, penalties, damages, inquiries, examinations, investigations, significant increases in compliance costs, and reputational damage, which could cause us to lose customers or potential customers.

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

Our purchases of shares of common stock made during the quarter under our publicly announced stock repurchase program are summarized in the table below:

~~(dollars in thousands, except per share data)~~

~~Period~~

~~Total Number of Shares Purchased~~

~~Average Price Paid per Share~~

~~Total Number of Shares Purchased as Part of Publicly Announced Program~~

~~Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)(2)~~

~~July 1 - July 31, 2022~~

—

~~4,782~~

~~August 1 - August 31, 2022~~

—

~~4,782~~

~~September 1 - September 30, 2022~~

—

~~4,782~~

~~Total~~

—

~~4,782~~


(dollars in thousands, except per share data)
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
April 1 - April 30, 2023	—	$	—	—	$	4,654
May 1 - May 31, 2023	5,393	$	47.76	5,393	$	4,396
June 1 - June 30, 2023	6,501	$	52.76	6,501	$	4,053
Total	11,894	$	50.49	11,894	$	4,053

(1)On ~~February~~November 4, 2022, we announced that our ~~Board~~board of ~~Directors~~directors approved the renewal of the 2022 stock repurchase program that ~~was completed in the fourth quarter of 2021 after reaching its purchase limit.~~expired on December 31, 2022. The renewed repurchase program authorizes us to purchase up to $5.0 million of our outstanding shares of common stock from February 4, 2022 through December 31, 2022. Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions.

~~(2)~~On November 4, 2022, our Board of Directors approved the renewal of the stock repurchase program that will expire on December 31, 2022. This renewed repurchase program has similar terms to the previous program and authorizes us to purchase $5.0 million of our outstanding shares of common stock from January 1, 2023 through December 31, 2023. Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions.

Table of Contents

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~

We have received notice that certain of our customer data was involved in the global incident involving Progress Software Corporation in its MOVEit Transfer managed file transfer software. Our internal network systems were not impacted by the MOVEit Transfer vulnerability. However, several of our third party financial institution vendors who utilized MOVEit Transfer in their service offerings to us have notified us that their systems may have been compromised. Based on the investigation to date, we have been notified that certain of our customers have had personal information exfiltrated through the cyberattack. The vendors have confirmed that they implemented the recommended security patches released by Progress Software Corporation for MOVEit Transfer. We have worked with these vendors to determine the impacted customers and the extent of information exposed, and we are in process of notifying affected customers appropriately. The incident did not have an impact on our ongoing operations. We do carry cyber insurance coverage; however, we expect the majority of the costs related to this incident to be covered by the related third parties. For additional information, see “- Item 1A. Risk Factors.”

~~Table of Contents~~

Item 6. Exhibits


NUMBER						DESCRIPTION
3.1						Restated Articles of Incorporation of Red River Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798)
3.2						Red River Bancshares, Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Red River Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2021, file number 001-38888)
10.1						~~Supplemental Executive Retirement Benefits~~First Amendment to the Endorsement Method Split-Dollar Agreement between Red River Bank and ~~G. Bridges Hall, IV~~Tammi R. Salazar dated O (i ~~ncorporated by reference to Exhibit 10.1 to Red River Bancshares, Inc.~~’~~s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022, file number 001-38888)~~ctober 1, 2004*+#
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 Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2						Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101						The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2022,~~2023, is formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income, (iv) the Unaudited Consolidated Statements of Changes in Stockholders' Equity, (v) the Unaudited Consolidated Statements of Cash Flows, and (vi) the Notes to Unaudited Consolidated Financial Statements.
101.INS						Inline XBRL Instance Document* - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF						Inline XBRL Taxonomy Extension Definitions Linkbase Document*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104						Cover Page Interactive Data File* - Formatted as Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101.
*						Filed herewith
**						These exhibits are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
+						Indicates a management contract or compensatory plan.
#						~~Certain exhibits to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We will furnish the omitted exhibits to the SEC upon request.~~

6263

Table of Contents

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.



	RED RIVER BANCSHARES, INC.

Date: ~~November 10, 2022~~August 9, 2023	By:	/s/ R. Blake Chatelain
		R. Blake Chatelain
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 10, 2022~~August 9, 2023	By:	/s/ Isabel V. Carriere
		Isabel V. Carriere, CPA, CGMA
		Executive Vice President, ~~and~~ Chief Financial Officer, and Assistant Corporate Secretary
		(Principal Financial Officer and Principal Accounting Officer)

6364


(in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Acquired with Deteriorated Credit Quality		Total
Allowance for loan losses:
Real estate:
Commercial real estate	$	21	$	7,428	$	—	$	7,449
One-to-four family residential	17		5,412		—		5,429
Construction and development	—		1,446		—		1,446
Commercial and industrial	299		4,047		—		4,346
SBA PPP, net of deferred income	—		2		—		2
Tax-exempt	—		748		—		748
Consumer	123		410		—		533
Total allowance for loan losses	$	460	$	19,493	$	—	$	19,953

Loans:
Real estate:
Commercial real estate	$	4,567	$	782,897	$	—	$	787,464
One-to-four family residential	1,409		530,625		—		532,034
Construction and development	9		140,389		—		140,398
Commercial and industrial	1,620		305,539		—		307,159
SBA PPP, net of deferred income	—		1,350		—		1,350
Tax-exempt	—		84,947		—		84,947
Consumer	124		26,193		—		26,317
Total loans HFI	$	7,729	$	1,871,940	$	—	$	1,879,669


(dollars in thousands)	Current		30-89 Days Past Due		90 Days or More Past Due		Nonaccrual		Total TDRs
Real estate:
Commercial real estate	$	3,238	$	—	$	—	$	44	$	3,282
One-to-four family residential	955		—		—		—		955
Construction and development	—		—		—		—		—
Commercial and industrial	—		—		—		—		—
SBA PPP, net of deferred income	—		—		—		—		—
Tax-exempt	—		—		—		—		—
Consumer	11		—		—		103		114
Total	$	4,204	$	—	$	—	$	147	$	4,351
Number of TDR loans	14		—		—		2		16


	September 30, 2022					September 30, 2021
		Recorded Investment					Recorded Investment
(dollars in thousands)	Loan Count	Pre Modification		Post Modification		Loan Count	Pre Modification		Post Modification
Real estate:
Commercial real estate	1	$	50	$	50	—	$	—	$	—
One-to-four family residential	4	673		677		—	—		—
Construction and development	—	—		—		—	—		—
Commercial and industrial	—	—		—		—	—		—
SBA PPP, net of deferred income	—	—		—		—	—		—
Tax-exempt	—	—		—		—	—		—
Consumer	1	104		104		2	20		27
Total	6	$	827	$	831	2	$	20	$	27


					Regulatory Requirements
	Actual				Minimum				Minimum Plus CCB
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
September 30, 2022
Total Risk-Based Capital	$	333,797	16.57	%	$	161,189	8.00	%	$	211,560	10.50	%
Tier I Risk-Based Capital	$	313,844	15.58	%	$	120,892	6.00	%	$	171,263	8.50	%
Common Equity Tier I Capital	$	313,844	15.58	%	$	90,669	4.50	%	$	141,040	7.00	%
Tier I Leverage Capital	$	313,844	9.94	%	$	126,253	4.00	%	$	126,253	4.00	%

December 31, 2021
Total Risk-Based Capital	$	305,771	17.06	%	$	143,372	8.00	%	$	188,176	10.50	%
Tier I Risk-Based Capital	$	286,595	15.99	%	$	107,529	6.00	%	$	152,333	8.50	%
Common Equity Tier I Capital	$	286,595	15.99	%	$	80,647	4.50	%	$	125,451	7.00	%
Tier I Leverage Capital	$	286,595	9.23	%	$	124,241	4.00	%	$	124,241	4.00	%


	As of and for the Nine Months Ended
(dollars in thousands)	September 30, 2022			September 30, 2021
Loans HFI	$	1,879,669		$	1,622,593
Non-PPP Loans HFI (non-GAAP)(1)	$	1,878,319		$	1,576,631
Nonaccrual loans	$	2,703		$	1,375
Average loans	$	1,786,864		$	1,610,449

Allowance for loan losses at beginning of period	$	19,176		$	17,951
Provision for loan losses	1,000			1,750
Charge-offs:
Real estate:
Commercial real estate	—			(410)
One-to-four family residential	—			(10)
Construction and development	(18)			—
Commercial and industrial	(25)			(47)
Consumer	(384)			(243)
Total charge-offs	(427)			(710)
Recoveries:
Real estate:
One-to-four family residential	8			15
Construction and development	18			2
Commercial and industrial	81			26
Consumer	97			134
Total recoveries	204			177
Net (charge-offs)/recoveries	(223)			(533)
Allowance for loan losses at end of period	$	19,953		$	19,168

Allowance for loan losses to loans HFI	1.06		%	1.18		%
Allowance for loan losses to non-PPP loans HFI (non-GAAP)(1)	1.06		%	1.22		%
Allowance for loan losses to nonaccrual loans	738.18%			1,394.04%
Net charge-offs to average loans	0.01		%	0.03		%