UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, ~~2019~~2020

☐	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: 001-38895

South Plains Financial, Inc.

(Exact name of registrant as specified in its charter)

Texas		75-2453320
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5219 City Bank Parkway Lubbock, Texas		79407
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (806) 792-7101

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, $1.00 par value per share	SPFI	The Nasdaq Stock Market, LLC

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

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

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

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 ~~November 13, 2019,~~August 14, 2020, the registrant had ~~18,007,041~~18,059,174 shares of common stock, par value $1.00 per share, outstanding.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Consolidated Financial Statements ~~(Unaudited)~~	3
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Comprehensive Income (Unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to ~~Unaudited~~ Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2526
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4648
Item 4.	Controls and Procedures	4649
PART II.	OTHER INFORMATION	4750
Item 1.	Legal Proceedings	4750
Item 1A.	Risk Factors	4750
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4752
Item 3.	Defaults Upon Senior Securities	4752
Item 4.	Mine Safety Disclosures	4752
Item 5.	Other Information	4752
Item 6.	Exhibits	4853
Signatures		4954

Table of Contents

PART I. FINANCIAL INFORMATION

~~PART I.~~Item 1.

~~FINANCIAL INFORMATION~~

~~Item~~ 1.

Consolidated Financial Statements ~~(Unaudited)~~

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

~~(Unaudited)~~

(Dollars in thousands, except per share data)

							June 30, 2020			December 31, 2019
	September 30, 2019			December 31, 2018			(Unaudited)
ASSETS
Cash and due from banks	$	48,709		$	47,802		$	51,256		$	56,246
Interest-bearing deposits in banks		195,281			198,187			204,845			101,853
Federal funds sold		655			—
Cash and cash equivalents		244,645			245,989			256,101			158,099
Securities available for sale		401,335			338,196			730,674			707,650
Loans held for sale		50,136			38,382			92,774			49,035
Loans held for investment		1,962,609			1,957,197			2,331,716			2,143,623
Allowance for loan losses		(24,176	)		(23,126	)		(40,635	)		(24,197	)
Accrued interest receivable		11,675			12,957			13,598			13,924
Premises and equipment, net		59,189			59,787			61,883			61,873
Bank-owned life insurance		58,109			57,172			70,071			69,397
Goodwill								19,968			18,757
Intangible assets		2,464			—			8,446			8,632
Mortgage servicing rights								3,776			2,054
Other assets		29,596			26,191			36,160			28,320
Total assets	$	2,795,582		$	2,712,745		$	3,584,532		$	3,237,167

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:
Noninterest-bearing	$	556,233		$	510,067		$	940,853		$	790,921
Interest-bearing		1,729,741			1,767,387			2,006,984			1,905,936
Total deposits		2,285,974			2,277,454			2,947,837			2,696,857
Short-term borrowings		9,855			17,705			9,565			37,165
Accrued expenses and other liabilities		32,861			29,416			47,731			29,098
Notes payable & other borrowings		95,000			95,000			170,000			95,000
Subordinated debt securities		26,472			34,002			26,472			26,472
Junior subordinated deferrable interest debentures		46,393			46,393			46,393			46,393
Total liabilities		2,496,555			2,499,970			3,247,998			2,930,985
Commitments and contingent liabilities
ESOP owned shares		—			58,195

Stockholders’ equity:
Common stock, $1.00 par value per share, 30,000,000 shares authorized; 18,004,323 and 14,771,520 issued and outstanding at September 30, 2019 and December 31, 2018, respectively		18,004			14,772
Common stock, $1.00 par value per share, 30,000,000 shares authorized; 18,059,174 and 18,036,115 issued and outstanding at June 30, 2020 and December 31, 2019, respectively								18,059			18,036
Additional paid-in capital		140,268			80,412			140,620			140,492
Retained earnings		137,127			119,834			158,311			146,696
Accumulated other comprehensive income (loss)		3,628			(2,243	)
Accumulated other comprehensive income								19,544			958
Total stockholders’ equity								336,534			306,182
		299,027			212,775
Less ESOP owned shares		—			58,195

Total stockholders’ equity		299,027			154,580
Total liabilities and stockholders’ equity	$	2,795,582		$	2,712,745		$	3,584,532		$	3,237,167

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

Table of Contents

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018			2020		2019		2020		2019
Interest income:
Loans, including fees	$	29,652	$	27,652	$	86,342	$	77,388		$	29,861	$	28,592	$	60,876	$	56,690
Securities:
Taxable		2,021		1,736		6,013		3,323			3,170		1,816		6,950		3,992
Non taxable		226		530		669		2,646			942		218		1,338		443
Federal funds sold and interest-bearing deposits in banks		1,766		813		5,154		3,065			34		1,883		580		3,388
Total interest income		33,665		30,731		98,178		86,422			34,007		32,509		69,744		64,513
Interest expense:
Deposits		5,627		4,670		17,655		11,959			2,760		6,139		7,043		12,028
Notes payable & other borrowings		581		541		1,849		1,444			102		618		552		1,268
Subordinated debt securities		404		245		1,213		735			403		403		807		809
Junior subordinated deferrable interest debentures		485		487		1,510		1,339			294		512		695		1,025
Total interest expense		7,097		5,943		22,227		15,477			3,559		7,672		9,097		15,130
Net interest income		26,568		24,788		75,951		70,945			30,448		24,837		60,647		49,383
Provision for loan losses		420		3,415		1,903		5,733			13,133		875		19,367		1,483
Net interest income, after provision for loan losses		26,148		21,373		74,048		65,212			17,315		23,962		41,280		47,900
Noninterest income:
Service charges on deposit accounts		2,101		1,979		5,985		5,757			1,439		1,979		3,422		3,884
Income from insurance activities		1,114		1,462		4,074		3,992			1,022		1,210		2,181		2,960
Net gain on sales of loans		6,626		5,172		17,521		15,382			17,797		6,235		26,337		10,895
Bank card services and interchange fees		2,192		2,101		6,273		6,110			2,344		2,071		4,582		4,081
Realized gain on sale of securities											—		—		2,318		—
Investment commissions		419		424		1,245		1,300			365		493		820		826
Fiduciary fees											776		367		1,605		743
Other		1,663		2,157		4,795		5,190			1,153		1,348		2,506		2,389
Total noninterest income		14,115		13,295		39,893		37,731			24,896		13,703		43,771		25,778
Noninterest expense:
Salaries and employee benefits		18,135		18,044		56,044		53,463			21,621		18,784		42,431		37,909
Occupancy and equipment, net		3,486		3,388		10,309		10,103			3,586		3,416		7,186		6,823
Professional services		1,852		1,474		5,169		4,303			1,961		1,611		3,533		3,317
Marketing and development		762		671		2,275		2,249			806		796		1,574		1,513
IT and data services		722		564		2,104		1,667			1,079		689		1,926		1,382
Bank card expenses		864		665		2,394		1,988			1,017		806		2,069		1,530
Appraisal expenses		467		455		1,197		1,095			638		407		1,093		730
Other		3,740		3,385		10,502		10,077			4,499		3,421		9,406		6,762
Total noninterest expense		30,028		28,646		89,994		84,945			35,207		29,930		69,218		59,966
Income before income taxes		10,235		6,022		23,947		17,998			7,004		7,735		15,833		13,712
Income tax expense (benefit)		1,977		1,109		4,836		(5,429	)		1,389		1,655		3,135		2,859
Net income	$	8,258	$	4,913	$	19,111	$	23,427		$	5,615	$	6,080	$	12,698	$	10,853

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

Table of Contents

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Earnings per share:
Basic	$	0.46		$	0.33		$	1.16		$	1.59		$	0.31		$	0.37		$	0.70		$	0.69
Diluted	$	0.45		$	0.33		$	1.15		$	1.59		$	0.31		$	0.37		$	0.69		$	0.69

Net income	$	8,258		$	4,913		$	19,111		$	23,427		$	5,615		$	6,080		$	12,698		$	10,853
Other comprehensive income (loss):
Change in net unrealized loss on securities available for sale		116			(2,811	)		7,433			(6,012	)		6,813			4,410			28,002			7,317
Change in net losses on cash flow hedges														(931	)		—			(2,158	)		—
Reclassification adjustment for (gain) loss included in net income														—			—			(2,318	)		—
Tax effect		(25	)		970			(1,562	)		970			(1,235	)		(926	)		(4,940	)		(1,537	)
Other comprehensive income (loss)		91			(1,841	)		5,871			(5,042	)		4,647			3,484			18,586			5,780
Comprehensive income	$	8,349		$	3,072		$	24,982		$	18,385		$	10,262		$	9,564		$	31,284		$	16,633

Pro Forma Information (unaudited):
Net income		N/A			N/A			N/A		$	14,894
Income tax expense		N/A			N/A			N/A		$	3,104
Earnings per share:
Basic		N/A			N/A			N/A		$	1.01
Diluted		N/A			N/A			N/A		$	1.01

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

Table of Contents

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except per share data)

	Common Stock				Additional Paid-in			Retained			Accumulated Other Comprehensive			Treasury			Less: ESOP Owned						Common Stock						Additional Paid-in			Retained			Accumulated Other Comprehensive			Treasury			Less: ESOP Owned
	Shares		Amount		Capital			Earnings			Income (Loss)			Stock			Shares			Total			Shares			Amount			Capital			Earnings			Income (Loss)			Stock			Shares			Total
Nine Months Ended September 30,
Balance at January 1, 2018		15,153,510	$	15,154	$	85,888		$	120,589		$	(446	)	$	(5,858	)	$	(57,121	)	$	158,206
Net income		—		—		—			23,427			—			—			—			23,427
Cash dividends:
Common - $1.19 per share		—		—		—			(17,544	)		—			—			—			(17,544	)
Other comprehensive (loss), (net of tax)		—		—		—			—			(5,042	)		—			—			(5,042	)
Balance at September 30, 2018		15,153,510	$	15,154	$	85,888		$	126,472		$	(5,488	)	$	(5,858	)	$	(57,121	)	$	159,047

Six Months Ended June 30,
Balance at January 1, 2019		14,771,520	$	14,772	$	80,412		$	119,834		$	(2,243	)	$	—		$	(58,195	)	$	154,580			14,771,520		$	14,772		$	80,412		$	119,834		$	(2,243	)	$	—		$	(58,195	)	$	154,580
Issuance of common stock, net		3,207,000		3,207		48,185			—			—			—			—			51,392			3,207,000			3,207			48,185			—			—			—			—			51,392
Net income																								—			—			—			10,853			—			—			—			10,853
Other comprehensive (loss), (net of tax)																								—			—			—			—			5,780			—			—			5,780
Terminated ESOP put option																								—			—			—			—			—			—			58,195			58,195
Stock based compensation																								—			—			142			—			—			—			—			142
Share-based liability awards modified to equity awards																								—			—			11,450			—			—			—			—			11,450
Cumulative change in accounting principle																								—			—			—			(1,279	)		—			—			—			(1,279	)
Balance at June 30, 2019																								17,978,520		$	17,979		$	140,189		$	129,408		$	3,537		$	—		$	—		$	291,113

Balance at January 1, 2020																								18,036,115		$	18,036		$	140,492		$	146,696		$	958		$	—		$	—		$	306,182
Net income		—		—		—			19,111			—			—			—			19,111			—			—			—			12,698			—			—			—			12,698
Cash dividends:
Common - $0.03 per share		—		—		—			(539	)		—			—			—			(539	)		—			—			—			(1,083	)		—			—			—			(1,083	)
Other comprehensive income, (net of tax)		—		—		—			—			5,871			—			—			5,871			—			—			—			—			18,586			—			—			18,586
Exercise of employee stock options and vesting of restricted stock units, net of 17,178 shares for cashless exercise and net of 7,608 shares for taxes																								27,759			28			(157	)		—			—			—			—			(129	)
Purchase of treasury stock																								—			—			—			—			—			(61	)		—			(61	)
Extinguish treasury stock																								(4,700	)		(5	)		(56	)		—			—			61			—			-
Stock based compensation																								—			—			341			—			—			—			—			341
Balance at June 30, 2020																								18,059,174		$	18,059		$	140,620		$	158,311		$	19,544		$	—		$	—		$	336,534

Three Months Ended June 30,
Balance at March 31, 2019																								14,771,520		$	14,772		$	80,412		$	123,328		$	53		$	—		$	(58,195	)	$	160,370
Issuance of common stock, net																								3,207,000			3,207			48,185			—			—			—			—			51,392
Net income																								—			—			—			6,080			—			—			—			6,080
Other comprehensive income, (net of tax)																								—			—			—			—			3,484			—			—			3,484
Terminated ESOP put option		—		—		—			—			—			—			58,195			58,195			—			—			—			—			—			—			58,195			58,195
Exercise of employee stock options, net of 63,100 shares for cashless exercise and net of 8,597 shares for taxes		25,803		25		(186	)		—			—			—			—			(161	)
Stock based compensation		—		—		407			—			—			—			—			407			—			—			142			—			—			—			—			142
Share-based liability awards modified to equity awards		—		—		11,450			—			—			—			—			11,450			—			—			11,450			—			—			—			—			11,450
Cumulative change in accounting principle		—		—		—			(1,279	)		—			—			—			(1,279	)
Balance at September 30, 2019		18,004,323	$	18,004	$	140,268		$	137,127		$	3,628		$	—		$	—		$	299,027
Balance at June 30, 2019																								17,978,520		$	17,979		$	140,189		$	129,408		$	3,537		$	—		$	—		$	291,113

Three Months Ended September 30,
Balance at July 1, 2018		15,153,510	$	15,154	$	85,888		$	121,559		$	(3,647	)	$	(5,858	)	$	(57,121	)	$	155,975
Net income		—		—		—			4,913			—			—			—			4,913
Other comprehensive (loss), (net of tax)		—		—		—			—			(1,841	)		—			—			(1,841	)
Balance at September 30, 2018		15,153,510	$	15,154	$	85,888		$	126,472		$	(5,488	)	$	(5,858	)	$	(57,121	)	$	159,047

Balance at July 1, 2019		17,978,520	$	17,979	$	140,189		$	129,408		$	3,537		$	—		$	—		$	291,113
Issuance of common stock, net		—		—		—			—			—			—			—			—
Balance at March 31, 2020																								18,056,014		$	18,056		$	140,699		$	153,238		$	14,897		$	—		$	—		$	326,890
Net income		—		—		—			8,258			—			—			—			8,258			—			—			—			5,615			—			—			—			5,615
Cash dividends:
Common - $0.03		—		—		—			(539	)		—			—			—			(539	)		—			—			—			(542	)		—			—			—			(542	)
Other comprehensive income, (net of tax)		—		—		—			—			91			—			—			91			—			—			—			—			4,647			—			—			4,647
Terminated ESOP put option		—		—		—			—			—			—			—			—
Exercise of employee stock options, net of 63,100 shares for cashless exercise and net of 8,597 shares for taxes		25,803		25		(186	)		—			—			—			—			(161	)
Exercise of employee stock options and vesting of restricted stock units, net of 16,518 shares for cashless exercise and net of 2,622 shares for taxes																								7,860			8			(54	)		—			—			—			—			(46	)
Purchase of treasury stock																								—			—			—			—			—			(61	)		—			(61	)
Extinguish treasury stock																								(4,700	)		(5	)		(56	)		—			—			61			—			—
Stock based compensation		—		—		265			—			—			—			—			265			—			—			31			—			—			—			—			31
Share-based liability awards modified to equity awards		—		—		—			—			—			—			—			—
Balance at September 30, 2019		18,004,323	$	18,004	$	140,268		$	137,127		$	3,628		$	—		$	—		$	299,027
Balance at June 30, 2020																								18,059,174		$	18,059		$	140,620		$	158,311		$	19,544		$	—		$	—		$	336,534

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

Table of Contents

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

		For the Nine Months Ended September 30,						For the Six Months Ended June 30,
		2019			2018			2020			2019
Cash flows from operating activities:
Net income		$	19,111		$	23,427		$	12,698		$	10,853
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses			1,903			5,733			19,367			1,483
Depreciation and amortization			3,733			3,909			3,257			2,474
Accretion and amortization			(97	)		1,507			1,130			(296	)
Other gains, net			(122	)		(148	)		(2,441	)		(149	)
Net gain on sales of loans			(17,521	)		(15,382	)		(26,337	)		(10,895	)
Proceeds from sales of loans held for sale	��		460,268			431,676			567,294			274,021
Loans originated for sale			(454,501	)		(404,525	)		(584,696	)		(263,676	)
Earnings on bank-owned life insurance			(937	)		(999	)		(674	)		(622	)
Stock based compensation			407			—			341			142
Net change in:
Accrued interest receivable and other assets			(3,390	)		(9,617	)		(16,859	)		45
Accrued expenses and other liabilities			13,616			9,619			18,340			8,279
Net cash from operating activities			22,470			45,200			(8,580	)		21,659

Cash flows from investing activities:
Activity in securities available for sale:
Purchases			(165,023	)		(464,966	)		(121,254	)		(11,233	)
Sales			—			101,711			94,514			—
Maturities, prepayments, and calls			109,414			226,684			30,588			93,478
Activity in securities held to maturity:
Maturities, prepayments, and calls			—			14,675
Loan originations and principal collections, net			(7,786	)		(142,203	)		(193,060	)		19,940
Cash paid for acquisition			(2,800	)		—			(687	)		—
Purchases of premises and equipment, net			(3,267	)		(2,615	)		(2,402	)		(2,406	)
Proceeds from sales of premises and equipment			208			74			87			74
Proceeds from sales of foreclosed assets			1,608			6,388			1,689			1,244
Net cash from investing activities			(67,646	)		(260,252	)		(190,525	)		101,097

Cash flows from financing activities:
Net change in deposits			8,520			107,273			250,980			4,404
Net change in short-term borrowings			(7,850	)		(3,500	)		(27,600	)		(8,895	)
Proceeds from common stock issuance, net			51,392			—			—			51,392
Proceeds from notes payable & other borrowings									75,000			—
Payments to tax authorities for stock-based compensation			(161	)		—			(129	)		—
Payments made on notes payable and other borrowings			(7,530	)		—			—			(7,530	)
Cash dividends on common stock			(539	)		(17,544	)		(1,083	)		—
Purchase of treasury stock									(61	)		—
Net cash from financing activities			43,832			86,229			297,107			39,371

Net change in cash and cash equivalents		$	(1,344	)	$	(128,823	)	$	98,002		$	162,127
Beginning cash and cash equivalents			245,989			294,563			158,099			245,989
Ending cash and cash equivalents		$	244,645		$	165,740		$	256,101		$	408,116

Supplemental disclosures of cash flow information:
Interest paid on deposits and borrowed funds		$	21,882		$	11,774		$	9,623		$	14,866
Income taxes paid			4,364			—			—			2,853
Supplemental schedule of noncash investing and financing activities:
Loans transferred to foreclosed assets		$	1,521		$	6,151		$	1,088		$	1,166
Share-based liability awards modified to equity awards			11,450			—			—			11,450

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

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SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands except per share data)

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – South Plains Financial, Inc. (“SPFI”) is a Texas corporation and registered bank holding company that conducts its principal activities through its subsidiaries from offices located throughout Texas and Eastern New Mexico. Principal activities include commercial and retail banking, along with insurance, investment, trust, and mortgage services. The following are subsidiaries of SPFI:

Wholly Owned, Consolidated Subsidiaries:
City Bank	Bank subsidiary
Windmark Insurance Agency, Inc. (“Windmark”)	Non-bank subsidiary
Ruidoso Retail, Inc.	Non-bank subsidiary
CB Provence, LLC	Non-bank subsidiary
CBT Brushy Creek, LLC	Non-bank subsidiary
CBT Properties, LLC	Non-bank subsidiary
Wholly Owned, Equity Method Subsidiaries:
South Plains Financial Capital Trusts (SPFCT) III-V	Non-bank subsidiaries

Basis of Presentation and Consolidation – The consolidated financial statements in this Quarterly Report on Form 10-Q ~~(“Report”~~(this “Form 10-Q”) include the accounts of SPFI and its wholly owned consolidated subsidiaries (collectively referred to as the “Company”) identified above. All significant intercompany balances and transactions have been eliminated in consolidation.

The interim consolidated financial statements in this ~~Report~~Form 10-Q have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s financial position and results of operations. All such adjustments were of a normal and recurring nature. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements, and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018 in our prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on May 9, 2019 (“IPO Prospectus”).~~2019. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Determination of the adequacy of the allowance for loan losses is a material estimate that is particularly susceptible to significant change in the near term; the assumptions used in stock-based compensation, the valuation of foreclosed assets, and fair values of financial instruments can also involve significant management estimates.

Change in Capital Structure

On March 11, 2019, the Company amended and restated its Certificate of Formation. The Amended and Restated Certificate of Formation increased the number of authorized shares of common stock, par value $1.00 per share, from 1,000,000 to 30,000,000.

The Company completed a 29-to-1 stock split of the Company’s outstanding shares of common stock for shareholders of record as of March 11, 2019. The stock split was payable in the form of a dividend on or about March 11, 2019. Shareholders received 29 additional shares for each share held as of the record date. All share and per share amounts in the consolidated financial statements have been retroactively adjusted to reflect this stock split for all periods presented.

~~Stock Offering~~Loans – Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the straight-line method, which is not materially different from the effective interest method required by GAAP.

Loans are placed on nonaccrual status when, in management’s opinion, collection of interest is unlikely, which typically occurs when principal or interest payments are more than ninety days past due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Allowance for Loan Losses – The ~~Company consummated~~allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the ~~underwritten initial public offering~~allowance when management believes the uncollectibility of ~~its common stock~~a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Company’s allowance for loan losses consists of specific valuation allowances established for probable losses on specific loans and general valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management’s review of the collectibility of the loans in ~~May 2019.~~light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the ~~initial public offering,~~determination of the ~~Company issued~~estimated losses on loans, management obtains independent appraisals for significant collateral. Loans originated by the bank subsidiary are generally secured by specific items of collateral including real property, crops, livestock, consumer assets, and ~~sold 3,207,000 shares~~other business assets.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of ~~its common stock, including 507,000 shares of common stock pursuant to the underwriters’ full exercise~~loans may be necessary based on various factors. In addition, regulatory agencies, as an integral part of their ~~option~~examination process, periodically review the estimated losses on loans. Such agencies may require the bank subsidiary to ~~purchase~~recognize additional shares at a public offering price of $17.50 per share, for aggregate gross proceeds of $56.1 million before deducting underwriting discounts and offering expenses, and aggregate net proceeds of $51.4 million after deducting underwriting discounts and offering expenses.

~~Pro Forma Information~~ ~~– As a result of the revocation of the Company’s subchapter S corporation election effective May 31, 2018, the net income and earnings per share data prior~~losses based on their judgments about information available to that date are not comparable with subsequent periods, which include federal income tax expense. As a result, the consolidated statements of comprehensive income in this Report include a pro forma section for the nine-month period ended September 30, 2018, as if the conversion to a subchapter C corporation had occurred effective January 1, 2018. The federal tax rate used for the pro forma nine-month period ended September 30, 2019 is 21%.

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In accordance with applicable provisions of the Internal Revenue Code of 1986, as amended, the terms of the South Plains Financial, Inc. Employee Stock Ownership Plan (“ESOP”), provided that, for so long as SPFI was a privately held company, ESOP participants would have the right, for a specified period of time, to require SPFI to repurchase shares of its common stock that were distributed to such participants by the ESOP. This repurchase obligation terminated upon the consummation of our initial public offering and listing of our common stock on the NASDAQ Global Select Market in May 2019. However, because we were privately held at December 31, 2018, the shares of common stock held by the ESOP have been reflected in our consolidated balance sheets as a line item called ESOP-owned shares, that appears between total liabilities and stockholders’ equity during that period. As a result, the value of ESOP-owned shares have been deducted from stockholders’ equity in our consolidated balance sheet for that period. For all periods following our initial public offering and continued listing of our common stock on the NASDAQ Global Select Market, the ESOP-owned shares are and will be included in stockholders’ equity.

~~Mergers and Acquisitions~~ – On July 25, 2019, SPFI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with West Texas State Bank, a Texas banking association (“WTSB”), providing for SPFI’s acquisition of WTSB through the merger of SPFI Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of SPFI (“Merger Sub”), with and into WTSB, with WTSB continuing as the surviving entity and thereafter being a wholly-owned subsidiary of SPFI (the “Merger”). Following the consummation of the Merger, WTSB will merge with and into City Bank, a Texas banking association and the wholly-owned subsidiary of the Company (“City Bank”), with City Bank surviving the merger (the “Bank Merger”). Pursuant to the terms and subject to the conditions of the Merger Agreement, the transaction provides for the payment to each outstanding share of WTSB’s common stock (except for shares held by Dissenting Shareholders (as defined in the Merger Agreement)) an amount of cash equal to the quotient of (i) $76,100,000 (subject to adjustment described in the Merger Agreement), divided by (ii) the total number of shares of WTSB common stock issued and outstandingthem at the time of their examination. Because of these factors, it is reasonably possible that the ~~closing~~estimated losses on loans may change materially in the near term. However, the amount of the ~~Merger.~~change that is reasonably possible cannot be estimated.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. All loans rated substandard or worse and greater than $250,000 are specifically reviewed to determine if they are impaired. Factors considered by management in determining whether a loan is impaired include payment status and the sources, amounts, and probabilities of estimated cash flow available to service debt in relation to amounts due according to contractual terms. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Loans that are determined to be impaired are then evaluated to determine estimated impairment, if any. GAAP allows impairment to be measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Loans that are not individually determined to be impaired or are not subject to the specific review of impaired status are subject to the general valuation allowance portion of the allowance for loan loss.

The Company may modify its loan agreement with a borrower. The modification will be considered a troubled debt restructuring if the following criteria are met: (1) the borrower is experiencing a financial difficulty and (2) the Company makes a concession that it would not otherwise make. Concessions may include debt forgiveness, interest rate change, or maturity extension. Each of these loans is impaired and is evaluated for impairment, with a specific reserve recorded as necessary based on probable losses related to collateral and cash flow. A loan will no longer be required to be reported as restructured in calendar years following the restructure if the interest rate at the time of restructure is greater than or equal to the rate the Company was willing to accept for a new extension of credit with similar risk and the loan is in compliance with its modified terms.

~~Change in Accounting Principle~~Acquired Loans – ~~Prior to January 1, 2019,~~Loans that the Company acquires in connection with business combinations are recorded at fair value with no carryover of the acquired entity’s related allowance for loan losses. The fair value of the acquired loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.

The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. These loans are accounted for ~~its cash-settled stock appreciation rights (“SARs”) using~~under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. The nonaccretable discount includes estimated future credit losses expected to be incurred over the ~~intrinsic value method, as permitted by ASC 718. As a result~~life of the ~~Company listing its common stock on~~loan. Subsequent decreases to the ~~NASDAQ Global Select Market and becoming a reporting company with the SEC,~~expected cash flows will require the Company to evaluate the need for an additional allowance. Subsequent improvement in expected cash flows will result in the reversal of a corresponding amount of the nonaccretable discount which the Company will then reclassify as accretable discount that will be recognized into interest income over the remaining life of the loan.

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Loans acquired through business combinations that meet the specific criteria of ASC 310-30 are individually evaluated each period to analyze expected cash flows. To the extent that the expected cash flows of a loan have decreased due to credit deterioration, the Company then establishes an allowance.

Loans acquired through business combinations that do not meet the specific criteria of ASC 310-30 are accounted for under ASC 310-20. These loans are initially recorded at fair value, and include credit and interest rate marks associated with acquisition accounting adjustments. Purchase premiums or discounts are subsequently amortized as an adjustment to yield over the estimated contractual lives of the loans. There is ~~now required~~no allowance for loan losses established at the acquisition date for acquired performing loans. An allowance for loan losses is recorded for any credit deterioration in these loans subsequent to ~~use~~acquisition.

Acquired loans that met the criteria for impaired or nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company expects to fully collect the new carrying value (i.e. fair value) of the loans. As such, the Company may no longer consider the loan to be nonaccrual or nonperforming at the date of acquisition and may accrue interest on these loans, including the impact of any accretable discount. In addition, charge-offs on such loans would be first applied to the nonaccretable difference portion of the fair value ~~method for these SARs. The Company’s calculation~~adjustment.

Goodwill and Other Intangible Assets – Goodwill resulting from business combinations is generally determined as the excess of the fair value of the ~~SARs,~~consideration transferred over the fair value of the net assets acquired and liabilities assumed as of ~~January 1, 2019, exceeded~~ the ~~recorded intrinsic value by $1.6 million. ASC 250 states~~acquisition date. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events and circumstances exist that indicate that an ~~“entity shall report~~impairment test should be performed. Intangible assets with definite lives are amortized over their estimated useful lives.

Core deposit intangible (“CDI”) is a ~~change in accounting principle through retrospective application~~measure of the ~~new accounting principle to all prior periods, unless it is impracticable to do so.” Retrospective application~~value of checking and savings deposit relationships acquired in a business combination. The fair value of the ~~effects~~CDI stemming from any given business combination is based on the present value of ~~a change from~~ the ~~intrinsic value to fair value would be impracticable due~~expected cost savings attributable to the ~~need~~core deposit funding relative to ~~objectively determine assumptions that would be used in prior periods without~~an alternative source of funding. CDI is amortized over the estimated useful lives of the existing deposit relationships acquired, but does not exceed 10 years. Significantly all CDI is amortized using ~~current information. Additionally, SEC Staff Accounting Bulletin Topic 14.B states that entities changing from nonpublic to public status~~the sum of the years digits method.

The remaining other intangible assets consist of customer relationship and employment agreement intangible assets and are ~~not permitted to apply the fair-value-based method retrospectively. Therefore, the Company recorded a cumulative-effect adjustment to retained earnings for $1.3 million ($1.6 million net~~amortized over their estimated useful lives of ~~$340,000 in tax) effective January 1, 2019 and applied this change prospectively.~~5 years.

Stock-based Compensation – The Company sponsors an equity incentive plan under which options to acquire shares of the ~~Company~~Company’s common stock may be granted periodically to all full-time employees and directors of the Company or its affiliates at a specific exercise ~~price to acquire shares of the Company’s common stock.~~price. Shares are issued out of authorized and unissued common shares that have been reserved for issuance under such plan. Compensation cost is measured based on the estimated fair value of the award at the grant date and is recognized in earnings on a straight-line basis over the requisite service period. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model. This model requires assumptions as to the expected stock volatility, dividends, terms and risk-free rates. The expected volatility is based on the combination of the Company’s historical volatility and the volatility of comparable peer banks. The expected term represents the period of time that options are expected to be outstanding from the grant date. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the appropriate life of each stock option.

~~Goodwill and Other Intangible Assets~~Reclassification – ~~Goodwill resulting from business combinations is generally determined as~~Certain amounts in the ~~excess of~~Company’s Annual Report on Form 10-K, for the ~~fair value of~~year ended December 31, 2019 have been reclassified to conform to the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events and circumstances exist that indicate that an impairment test should be performed. Intangible assets with definite lives are amortized over their estimated useful lives. Other intangible assets consist of customer relationship and employment agreement intangible assets and are amortized over their estimated useful lives of 5 years.2020 presentation.

Recent Accounting Pronouncements – Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) constitutes GAAP for nongovernmental entities. Updates to ASC are prescribed in Accounting Standards Updates (“ASU”), which are not authoritative until incorporated into ASC.

~~ASU 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~. ASU 2016-01, among other things, eliminates the requirement to disclose the fair value of financial instruments at amortized cost for entities that are not public business entities. We originally adopted the new standard effective January 1, 2018, the effective date of the guidance. Accordingly, the Company’s fair value of financial instruments at amortized cost were not disclosed in our consolidated financial statements for 2018. However, based on the Company becoming a public company in May 2019, these disclosures are now required and have been included in our consolidated financial statements presented in this Report.

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ASU 2016-02 Leases (Topic 842). The FASB amended existing guidance that requires that lessees recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company is in the process of determining the effect of the standard on its consolidated operating results and financial condition. These amendments are effective for the Company for annual periods beginning after December 15, ~~2019~~2021 and interim periods beginning after December 15, ~~2020.~~2022.

ASU 2016-13 Financial Instruments - Credit Losses (Topic 326). The FASB issued guidance to replace the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables, held to maturity securities, and debt securities. ASU 2016-13 is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact adoption of ASU 2016-13 will have on its consolidated operating results and financial condition.

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ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This ASU simplifies the accounting for goodwill impairment for all entities by eliminating Step 2 from the current provisions. Under the new guidance, an entity should perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company elected to early adopt ASU 2017-04 on January 1, 2020, and it did not have a significant impact on its financial statements. The Company’s policy is to test goodwill for impairment annually or on an interim basis if an event triggering impairment may have occurred. During the period ended June 30, 2020, the economic disruption and uncertainty surrounding the ongoing COVID-19 pandemic and the recent volatility in the market price of crude oil resulted in a decrease in the Company’s stock price. The Company believed this resulted in a triggering event requiring an interim goodwill impairment quantitative analysis. Under the new simplified guidance, the Company’s estimated fair value as of June 30, 2020, exceeded its carrying amount resulting in no impairment charge for the period. Management will continue to evaluate the economic conditions at future reporting periods for applicable changes.

Subsequent Events – The Company has evaluated subsequent events and transactions from June 30, 2020 through the date of this Form 10-Q was filed with the SEC for potential recognition or disclosure as required by GAAP and determined that there were no material subsequent events requiring recognition or disclosure.

2.	SECURITIES

The amortized cost and fair value of securities, with gross unrealized gains and losses, at period-end follow:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2019
June 30, 2020
Available for sale:
U.S. government and agencies	$	6,848	$	53	$	—		$	6,901	$	4,750	$	66	$	—		$	4,816
State and municipal		40,720		884		(52	)		41,552		214,576		9,474		(18	)		224,032
Mortgage-backed securities		251,958		3,226		(1,306	)		253,878		343,716		14,588		—			358,304
Collateralized mortgage obligations		60,244		—		(59	)		60,185		107,319		243		—			107,562
Asset-backed and other amortizing securities		36,972		1,847		—			38,819		33,416		2,544		—			35,960
	$	396,742	$	6,010	$	(1,417	)	$	401,335	$	703,777	$	26,915	$	(18	)	$	730,674

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2018
December 31, 2019
Available for sale:
U.S. government and agencies	$	84,765	$	18	$	(76	)	$	84,707	$	4,750	$	57	$	—		$	4,807
State and municipal		32,205		480		(375	)		32,310		94,512		1,091		(911	)		94,692
Mortgage-backed securities		184,267		29		(2,040	)		182,256		463,899		3,727		(3,110	)		464,516
Collateralized mortgage obligations											107,443		15		(169	)		107,289
Asset-backed and other amortizing securities		39,799		1		(877	)		38,923		35,833		522		(9	)		36,346
	$	341,036	$	528	$	(3,368	)	$	338,196	$	706,437	$	5,412	$	(4,199	)	$	707,650

The amortized cost and fair value of securities at ~~September~~June 30, ~~2019~~2020 are presented below by contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Other securities are shown separately since they are not due at a single maturity date.

	Available for Sale				Available for Sale
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Within 1 year	$	470	$	475	$	6,267	$	6,343
After 1 year through 5 years		6,848		6,901		—		—
After 5 years through 10 years		10,434		10,630		15,672		16,456
After 10 years		29,816		30,447		197,387		206,050
Other		349,174		352,882		484,451		501,825
	$	396,742	$	401,335	$	703,777	$	730,674

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At ~~September~~both June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.

Securities with a carrying value of approximately ~~$198.6~~$268.0 million and ~~$200.0~~$211.0 million at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, were pledged to collateralize public deposits and for other purposes as required or permitted by law.

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The following table segregates securities with unrealized losses at the periods indicated, by the duration they have been in a loss position:

	Less than 12 Months				12 Months or More				Total				Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
September 30, 2019
June 30, 2020
U.S. government and agencies	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
State and municipal		9,066		36		1,220		16		10,286		52		4,742		18		—		—		4,742		18
Mortgage-backed securities		61,931		1,235		6,679		72		68,610		1,307		—		—		—		—		—		—
Collateralized mortgage obligations		60,185		58		—		—		60,185		58		—		—		—		—		—		—
Asset-backed and other amortizing securities														—		—		—		—		—		—
	$	131,182	$	1,329	$	7,899	$	88	$	139,081	$	1,417	$	4,742	$	18	$	—	$	—	$	4,742	$	18

December 31, 2018
December 31, 2019
U.S. government and agencies	$	77,891	$	27	$	2,048	$	49	$	79,939	$	76	$	—	$	—	$	—	$	—	$	—	$	—
State and municipal		5,662		92		9,781		283		15,443		375		58,389		910		387		1		58,776		911
Mortgage-backed securities		108,962		293		54,035		1,747		162,997		2,040		284,120		3,070		4,661		40		288,781		3,110
Collateralized mortgage obligations														60,039		169		—		—		60,039		169
Asset-backed and other amortizing securities		—		—		37,351		877		37,351		877		2,661		9		—		—		2,661		9
	$	192,515	$	412	$	103,215	$	2,956	$	295,730	$	3,368	$	405,209	$	4,158	$	5,048	$	41	$	410,257	$	4,199

There were 23two securities with an unrealized loss at ~~September~~June 30, ~~2019.~~2020. Management does not believe that these losses are other than temporary as there is no intent to sell any of these securities before recovery and it is not probable that we will be required to sell any of these securities before recovery, and credit loss, if any, is not material. Any unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of ~~September~~June 30, ~~2019,~~2020, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in the Company’s consolidated financial statements.

3.	LOANS HELD FOR INVESTMENT

Loans held for investment are summarized by category as of the periods presented below:

	September 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
Commercial real estate	$	520,687		$	538,037		$	655,906		$	658,195
Commercial - specialized		316,862			305,022			325,942			309,505
Commercial - general		398,909			427,728			620,905			441,398
Consumer:
1-4 family residential		359,160			346,153			360,308			362,796
Auto loans		212,529			191,647			202,263			215,209
Other consumer		70,338			70,209			69,754			74,000
Construction		84,124			78,401			96,638			82,520
		1,962,609			1,957,197			2,331,716			2,143,623
Allowance for loan losses		(24,176	)		(23,126	)		(40,635	)		(24,197	)
Loans, net	$	1,938,433		$	1,934,071		$	2,291,081		$	2,119,426

The Company has certain lending policies, underwriting standards, and procedures in place that are designed to maximize loan income with an acceptable level of risk. Management reviews and approves these policies, underwriting standards, and procedures on a regular basis and makes changes as appropriate. Management receives frequent reports related to loan originations, quality, concentrations, delinquencies, non-performing, and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions, both by type of loan and geography.

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Commercial – General and Specialized – Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably. Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations, as agreed and ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and include personal guarantees. Owner-occupied real estate is included in commercial loans, as the repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories: specialized and general. Commercial related segments that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related segments that contain a broader diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries.

~~Table of Contents~~

Commercial Real Estate – Commercial real estate loans are also subject to underwriting standards and processes similar to commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s real estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Construction – Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the projects.

Consumer – Loans to consumers include 1-4 family residential loans, auto loans, and other loans for recreational vehicles or other purposes. The Company utilizes a computer-based credit scoring analysis to supplement its policies and procedures in underwriting consumer loans. The Company’s loan policy addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimizes the Company’s risk. The Company generally requires mortgage title insurance and hazard insurance on 1-4 family residential loans.

The allowance for loan losses was $40.6 million at June 30, 2020, compared to $24.2 million at December 31, 2019. The allowance for loan losses to loans held for investment was 1.74% at June 30, 2020 and 1.13% at December 31, 2019. The increase in the allowance for loan losses in the second quarter of 2020 compared to the second quarter of 2019 is a result of economic effects from the ongoing COVID-19 pandemic as well as the decline in oil and gas prices that started in the first quarter of 2020. The increase in the provision for loan losses in the second quarter 2020 compared to the first quarter 2020 is a result of a further worsening of the economy and continued uncertainty from the ongoing COVID-19 pandemic. The full extent of the impact of the COVID-19 pandemic on the economy and the Company’s customers is still unknown at this time. Accordingly, additional provisions for loan losses may be necessary in future periods.

The following table details the activity in the allowance for loan losses. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

Beginning
Balance

Provision for
Loan Losses
Charge-offs Recoveries
Ending
Balance

For the three months ended September 30, 2019

Commercial real estate $ 5,415 $ (379 ) $ — $ 108 $ 5,144
Commercial - specialized 3,346 (575 ) — 28 2,799
Commercial - general 8,325 734 (170 ) 19 8,908
Consumer:
1-4 family residential 2,310 384 (65 ) 9 2,638
Auto loans 3,067 127 (260 ) 83 3,017
Other consumer 1,199 121 (230 ) 63 1,153
Construction 509 8 — — 517
Total $ 24,171 $ 420 $ (725 ) $ 310 $ 24,176

For the three months ended September 30, 2018

Commercial real estate $ 4,336 $ 268 $ — $ 239 $ 4,843
Commercial - specialized 2,924 (191 ) (70 ) 10 2,673
Commercial - general 8,733 2,434 (3,738 ) 64 7,493
Consumer:
1-4 family residential 1,451 102 (131 ) 31 1,453
Auto loans 2,603 609 (276 ) 41 2,977
Other consumer 1,158 213 (257 ) 30 1,144
Construction 510 (20 ) — — 490
Total $ 21,715 $ 3,415 $ (4,472 ) $ 415 $ 21,073

	Beginning Balance		Provision for Loan Losses			Charge-offs			Recoveries		Ending Balance		Beginning Balance		Provision for Loan Losses			Charge-offs			Recoveries		Ending Balance
For the nine months ended September 30, 2019
For the three months ended June 30, 2020
Commercial real estate	$	5,579	$	(758	)	$	—		$	323	$	5,144	$	7,192	$	7,856		$	—		$	108	$	15,156
Commercial - specialized		2,516		230			(37	)		90		2,799		4,555		2,872			(836	)		23		6,614
Commercial - general		8,173		674			(235	)		296		8,908		7,980		1,773			(532	)		72		9,293
Consumer:
1-4 family residential		2,249		412			(84	)		61		2,638		2,744		181			—			1		2,926
Auto loans		2,994		626			(765	)		162		3,017		4,312		(168	)		(262	)		57		3,939
Other consumer		1,192		550			(744	)		155		1,153		1,639		205			(383	)		179		1,640
Construction		423		169			(75	)		—		517		652		414			—			1		1,067
Total	$	23,126	$	1,903		$	(1,940	)	$	1,087	$	24,176	$	29,074	$	13,133		$	(2,013	)	$	441	$	40,635

For the nine months ended September 30, 2018
For the three months ended June 30, 2019
Commercial real estate	$	3,769	$	2,374		$	(1,539	)	$	239	$	4,843	$	5,335	$	(28	)	$	—		$	108	$	5,415
Commercial - specialized		2,367		339			(108	)		75		2,673		2,327		985			(5	)		39		3,346
Commercial - general		10,151		808			(3,865	)		399		7,493		8,504		(324	)		(60	)		205		8,325
Consumer:
1-4 family residential		1,787		(98	)		(272	)		36		1,453		2,416		(127	)		—			21		2,310
Auto loans		2,068		1,500			(693	)		102		2,977		3,067		202			(248	)		46		3,067
Other consumer		971		653			(607	)		127		1,144		1,174		216			(233	)		42		1,199
Construction		348		157			(15	)		—		490		558		(49	)		—			—		509
Total	$	21,461	$	5,733		$	(7,099	)	$	978	$	21,073	$	23,381	$	875		$	(546	)	$	461	$	24,171

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	Beginning Balance		Provision for Loan Losses			Charge-offs			Recoveries		Ending Balance
For the six months ended June 30, 2020
Commercial real estate	$	5,049	$	9,892		$	—		$	215	$	15,156
Commercial - specialized		2,287		5,090			(850	)		87		6,614
Commercial - general		9,609		975			(1,380	)		89		9,293
Consumer:
1-4 family residential		2,093		832			—			1		2,926
Auto loans		3,385		1,149			(704	)		109		3,939
Other consumer		1,341		796			(749	)		252		1,640
Construction		433		633			—			1		1,067

Total	$	24,197	$	19,367		$	(3,683	)	$	754	$	40,635

For the six months ended June 30, 2019
Commercial real estate	$	5,579	$	(379	)	$	—		$	215	$	5,415
Commercial - specialized		2,516		804			(37	)		63		3,346
Commercial - general		8,173		(60	)		(65	)		277		8,325
Consumer:
1-4 family residential		2,249		28			(19	)		52		2,310
Auto loans		2,994		500			(506	)		79		3,067
Other consumer		1,192		429			(513	)		91		1,199
Construction		423		161			(75	)		—		509

Total	$	23,126	$	1,483		$	(1,215	)	$	777	$	24,171

The following table shows the Company’s investment in loans disaggregated based on the method of evaluating impairment:

	Recorded Investment				Allowance for Loan Losses				Recorded Investment				Allowance for Loan Losses
	Individually Evaluated		Collectively Evaluated		Individually Evaluated		Collectively Evaluated		Individually Evaluated		Collectively Evaluated		Individually Evaluated		Collectively Evaluated
September 30, 2019
June 30, 2020
Commercial real estate	$	331	$	520,356	$	—	$	5,144	$	4,379	$	651,527	$	560	$	14,596
Commercial - specialized		586		316,276		—		2,799		1,074		324,868		190		6,424
Commercial - general		2,660		396,249		404		8,504		878		620,027		126		9,167
Consumer:
1-4 family residential		2,384		356,776		35		2,603		1,837		358,471		—		2,926
Auto loans		—		212,529		—		3,017		—		202,263		—		3,939
Other consumer		—		70,338		—		1,153		—		69,754		—		1,640
Construction		—		84,124		—		517		—		96,638		—		1,067

Total	$	5,961	$	1,956,648	$	439	$	23,737	$	8,168	$	2,323,548	$	876	$	39,759

December 31, 2018
December 31, 2019
Commercial real estate	$	1,819	$	536,218	$	—	$	5,579	$	299	$	657,896	$	—	$	5,049
Commercial - specialized		2,116		302,906		—		2,516		573		308,932		—		2,287
Commercial - general		2,950		424,778		233		7,940		1,396		440,002		525		9,084
Consumer:
1-4 family residential		2,475		343,678		8		2,241		1,899		360,897		—		2,093
Auto loans		—		191,647		—		2,994		—		215,209		—		3,385
Other consumer		—		70,209		—		1,192		—		74,000		—		1,341
Construction		—		78,401		—		423		—		82,520		—		433

Total	$	9,360	$	1,947,837	$	241	$	22,885	$	4,167	$	2,139,456	$	525	$	23,672

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Impaired loan information follows:

	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
September 30, 2019
June 30, 2020
Commercial real estate	$	786	$	331	$	—	$	331	$	—	$	1,075	$	4,379	$	1,898	$	2,481	$	4,379	$	560	$	2,719
Commercial - specialized		586		586		—		586		—		1,351		1,074		617		457		1,074		190		1,210
Commercial - general		3,253		—		2,660		2,660		404		2,805		878		385		493		878		126		1,526
Consumer:								—
1-4 family		2,803		1,930		454		2,384		35		2,430		2,256		1,837		—		1,837		—		2,012
Auto loans		—		—		—		—		—		—		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—		—		—		—		—		—		—
Construction		—		—		—		—		—		—		—		—		—		—		—		—

Total	$	7,428	$	2,847	$	3,114	$	5,961	$	439	$	7,661	$	8,587	$	4,737	$	3,431	$	8,168	$	876	$	7,467

December 31, 2018
December 31, 2019
Commercial real estate	$	2,274	$	1,819	$	—	$	1,819	$	—	$	4,590	$	754	$	299	$	—	$	299	$	—	$	1,059
Commercial - specialized		2,116		2,116		—		2,116		—		3,742		573		573		—		573		—		1,345
Commercial - general		4,758		240		2,710		2,950		233		3,963		1,839		—		1,396		1,396		525		2,173
Consumer:								—
1-4 family		2,894		2,111		364		2,475		8		2,881		2,318		1,899		—		1,899		—		2,187
Auto loans		—		—		—		—		—		—		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—		—		—		—		—		—		—
Construction		—		—		—		—		—		—		—		—		—		—		—		—

Total	$	12,042	$	6,286	$	3,074	$	9,360	$	241	$	15,176	$	5,484	$	2,771	$	1,396	$	4,167	$	525	$	6,764

All impaired loans $250,000 and greater were specifically evaluated for impairment. Interest income recognized using a cash-basis method on impaired loans for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 and the year ended December 31, ~~2018~~2019 was not significant. Additional funds committed to be advanced on impaired loans are not significant.

~~Table of Contents~~

The table below provides an age analysis on accruing past-due loans and nonaccrual loans:

	30-89 Days Past Due		90 Days or More Past Due		Nonaccrual		30-89 Days Past Due		90 Days or More Past Due		Nonaccrual
September 30, 2019
June 30, 2020
Commercial real estate	$	449	$	—	$	218	$	10,659	$	—	$	4,424
Commercial - specialized		118		177		1,259		56		283		795
Commercial - general		1,711		—		2,144		179		150		1,301
Consumer:
1-4 Family residential		1,807		843		1,614		1,401		2,539		821
Auto loans		874		92		—		324		62		—
Other consumer		797		109		—		723		42		55
Construction		131		—		—		186		—		—

Total	$	5,887	$	1,221	$	5,235	$	13,528	$	3,076	$	7,396

December 31, 2018
December 31, 2019
Commercial real estate	$	1,748	$	—	$	217	$	37	$	116	$	162
Commercial - specialized		992		—		2,550		708		—		1,172
Commercial - general		2,625		—		2,134		1,747		—		2,254
Consumer:
1-4 Family residential		1,611		440		1,489		1,212		932		1,105
Auto loans		825		50		—		1,468		183		—
Other consumer		883		74		—		848		121		—
Construction		—		—		—		1,159		—		—

Total	$	8,684	$	564	$	6,390	$	7,179	$	1,352	$	4,693

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The Company grades its loans on a thirteen-point grading scale. These grades fit in one of the following categories: (i) pass, (ii) special mention, (iii) substandard, (iv) doubtful, or (v) loss. Loans categorized as loss are charged-off immediately. The grading of loans reflect a judgment about the risks of default associated with the loan. The Company reviews the grades on loans as part of our on-going monitoring of the credit quality of our loan portfolio.

Pass loans have financial factors or nature of collateral that are considered reasonable credit risks in the normal course of lending and encompass several grades that are assigned based on varying levels of risk, ranging from credits that are secured by cash or marketable securities, to watch credits which have all the characteristics of an acceptable credit risk but warrant more than the normal level of monitoring.

Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the loans at some future date.

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Substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize collection and present the distinct possibility that some loss will be sustained if the deficiencies are not corrected. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed. Substandard loans can be accruing or can be nonaccrual depending on the circumstances of the individual loans.

Doubtful loans have all the weaknesses inherent in substandard loans with the added characteristics that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. All doubtful loans are on nonaccrual.

The following table summarizes the internal classifications of loans:

	Pass		Special Mention		Substandard		Doubtful		Total		Pass		Special Mention		Substandard		Doubtful		Total
September 30, 2019
June 30, 2020
Commercial real estate	$	496,054	$	22,133	$	2,500	$	—	$	520,687	$	596,000	$	—	$	59,906	$	—	$	655,906
Commercial - specialized		313,022		—		3,840		—		316,862		308,395		—		17,547		—		325,942
Commercial - general		389,187		—		9,722		—		398,909		610,280		—		10,625		—		620,905
Consumer:
1-4 family residential		351,267		—		7,893		—		359,160		354,591		—		5,717		—		360,308
Auto loans		211,954		—		575		—		212,529		201,419		—		844		—		202,263
Other consumer		70,013		—		325		—		70,338		69,468		—		286		—		69,754
Construction		84,124		—		—		—		84,124		96,216		—		422		—		96,638

Total	$	1,915,621	$	22,133	$	24,855	$	—	$	1,962,609	$	2,236,369	$	—	$	95,347	$	—	$	2,331,716

December 31, 2018
December 31, 2019
Commercial real estate	$	514,249	$	17,300	$	6,488	$	—	$	538,037	$	632,641	$	22,313	$	3,241	$	—	$	658,195
Commercial - specialized		301,289		—		3,733		—		305,022		307,239		—		2,266		—		309,505
Commercial - general		415,675		1,449		10,604		—		427,728		428,155		—		13,243		—		441,398
Consumer:
1-4 family residential		340,836		—		5,317		—		346,153		356,422		—		6,374		—		362,796
Auto loans		191,435		—		212		—		191,647		214,363		—		846		—		215,209
Other consumer		70,075		—		134		—		70,209		73,716		—		284		—		74,000
Construction		78,401		—		—		—		78,401		82,520		—		—		—		82,520

Total	$	1,911,960	$	18,749	$	26,488	$	—	$	1,957,197	$	2,095,056	$	22,313	$	26,254	$	—	$	2,143,623

Under section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), banks may elect to deem that loan modifications do not result in a classification as a troubled debt restructuring (“TDR”) if they are (1) related to the COVID-19 pandemic; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the national emergency or (B) December 31, 2020. The Company elected to adopt these provisions of the CARES Act.

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Additionally, other short-term modifications made on a good faith basis in response to the COVID-19 pandemic to borrowers who were current prior to any relief are not TDRs under ASC Subtopic 310-40 and the interagency statement released by the federal banking regulators on April 7, 2020 in response to the COVID-19 pandemic (the “Joint Interagency Regulatory Guidance”). This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.

In response to the COVID-19 pandemic, the Company implemented a short-term deferral modification program that complies with ASC Subtopic 310-40 and the Joint Interagency Regulatory Guidance. As of June 30, 2020, the Company had modified approximately $415.6 million in loans that comply with ASC Subtopic 310-40 and the Joint Interagency Regulatory Guidance. These modifications include: $298.1 million in six months of interest-only payments, $68.1 million in 90 day commercial payment deferrals, and $49.4 million in consumer one to four month payment deferrals. The total of all of these short-term modifications represented 17.8% of outstanding loans held for investment at June 30, 2020.

Beginning in April 2020, the Company began offering additional COVID-19 related deferral and modification of principal and/or interest payments to selected borrowers on a case-by-case basis that were outside the scope of the short-term deferral modification program. These additional modifications do comply with the provisions of section 4013 of the CARES Act. As of June 30, 2020 the Company had 19 loans totaling approximately $48.8 million subject to these deferral and modification agreements, representing 2.1% of outstanding loans held for investment.

There were no loans ~~restructured~~modified as troubled debt restructurings during the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 and the year ended December 31, ~~2018.~~2019.

4.	~~BORROWING ARRANGEMENTS~~GOODWILL AND INTANGIBLES

Goodwill and other intangible assets are summarized below:

	June 30, 2020			December 31, 2019
Beginning goodwill	$	18,757		$	—
Arising from business combinations		—			18,757
Measurement period acquisition adjustment		1,211			—
Ending goodwill	$	19,968		$	18,757

Amortized intangible assets
Customer relationship intangibles	$	6,679		$	6,679
Less: Accumulated amortization		(809	)		(202	)
		5,870			6,477

Other intangibles		2,309			2,309
Arising from business combinations		663			—
Less: Accumulated amortization		(396	)		(154	)
		2,576			2,155

Other intangible assets, net	$	8,446		$	8,632

5.	BORROWING ARRANGEMENTS

Subordinated ~~debt securities~~Debt Securities

In January 2014, the Company issued $20.9 million in subordinated debt securities. These securities pay interest quarterly and mature January 2024. There was $6.5 million issued at a current rate of 4% and $14.4 million at a current rate of 5%. These rates were fixed for the first five years and then float at the ~~Wall Street Journal~~ prime rate, with a floor of 4% and a ceiling of 7.5%. These securities were unsecured, could be called by the Company at any time after January 2019, and they qualified for Tier 2 capital treatment, subject to regulatory limitations. In December 2018, the Company notified all holders that it intended to call these securities in January of 2019 and were given the option to subscribe to a new offering (see following paragraph) or to be redeemed. Holders of $13.4 million elected to subscribe to the new offering while holders of $7.5 million elected to have their securities redeemed in January 2019. As a result, these securities had been fully redeemed as of September 30, 2019, while the outstanding balance of these securities at December 31, 2018 was $7.5 million.

In December 2018, the Company issued $26.5 million in subordinated debt securities. $12.4 million of the securities have a maturity date of December 2028 and an average fixed rate of 5.74% for the first five years. The remaining $14.1 million of securities have a maturity date of December 2030 and an average fixed rate of 6.41% for the first seven years. After the expiration of the fixed rate periods, all securities will float at the Wall Street Journal prime rate, with a floor of 4.5% and a ceiling of 7.5%. These securities pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity is five years or less. Additionally, these securities qualify for Tier 2 capital treatment, subject to regulatory limitations.

15Notes Payable and Other Borrowings

~~Table~~City Bank has multiple advances from the Federal Home Loan Bank of ~~Contents~~

5.	~~EMPLOYEE BENEFITS~~

Dallas (“FHLB”). The advances are collateralized through the line of credit with FHLB with interest payable monthly and principal due at maturity. In April 2020, City Bank borrowed $75 million from FHLB, on a term of three months, for liquidity needs associated with funding Paycheck Protection Program loans.

~~Non-Qualified Plans~~ - Certain Company executives, as determined by the Company’s Board of Directors from time to time, were granted SARs based on grant date values. The SARs have varying vesting provisions. Exercise and payment options for the SARs vary and are governed by the program they were issued under, as well as the specific award agreement. Prior to January 1, 2019, the Company accrued the liabilities for these SARs under the intrinsic value method. The accrual for the liabilities was $10.6 million at December 31, 2018.

As a result of the Company becoming a reporting company with the SEC, the Company is now required to use the fair value method for these SARs. The Company’s calculation of the fair value of the SARs, as of January 1, 2019, exceeded the recorded intrinsic value by $1.6 million. Therefore, the Company recorded a cumulative-effect adjustment to retained earnings for $1.3 million ($1.6 million net of $340,000 in tax) effective January 1, 2019 and applied this change prospectively.

The Company recorded expense of $607,000 for the increase in the intrinsic value of the SARs, prior to the change to the fair value method, and the change in fair value of the SARs at January 1, 2019. The Company also recorded $69,000 of expense related to vesting for the SARs, prior to conversion on May 6, 2019. See Note 6, Stock-based Compensation, for further discussion of the conversion.

6.	STOCK-BASED COMPENSATION

Equity Incentive Plan

The 2019 Equity Incentive Plan (“Plan”) was approved by the Company’s Board of Directors on January 16, 2019 and by its shareholders on March 6, 2019. The purpose of the Plan is to: (i) attract and retain the best available personnel for positions of substantial responsibility, (ii) provide additional incentive to employees, directors and consultants, and (iii) promote the success of the Company’s business. This Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and other stock-based awards. The maximum aggregate number of shares of common stock that may be issued pursuant to all awards under the Plan is 2,300,000. The maximum aggregate number of shares that may be issued under the Plan may be increased annually by up to 3% of the total issued and outstanding common shares of the Company at the beginning of each fiscal year.

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The fair value of each option award is estimated on the date of grant using a closed form option valuation (“Black-Scholes”) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock and similar peer company averages. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes in to account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on U.S. Treasury yield curve in effect at the time of the grant.

Options

A summary of activity in the Plan during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 is presented in the table below:

	Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life in Years		Aggregate Intrinsic Value		Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Nine Months Ended September 30, 2019
Six Months Ended June 30, 2020
Outstanding at beginning of year:		—		$	—			$	—		1,462,997		$	13.42
Granted		1,664,992			13.12				6,081		248,966			20.93
Exercised		(97,500	)		11.15				508		(27,851	)		10.72
Forfeited		(25,500	)		18.05				—		(20,151	)		17.86
Expired		(9,000	)		19.05						—			—

Balance, September 30, 2019		1,532,992		$	13.13		6.03	$	5,573
Balance, June 30, 2020											1,663,961		$	14.54		6.21	$	3,040

Exercisable at end of period		—		$	—		—	$	—		1,058,090		$	12.04		5.43	$	3,040

Vested at end of period		1,100,400		$	11.51		5.62	$	5,505		1,058,090		$	12.04		5.43	$	3,040

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A summary of assumptions used to calculate the fair values of the awards granted during the periods noted is presented below:

				Six Months Ended June 30,
	Nine Months Ended September 30, 2019			2020			2019
Expected volatility	24.88% to 31.54%				27.46	%		28.64	%
Expected dividend yield		0.70	%		0.70	%		0.70	%
Expected term (years)	0.5 - 7.0 years			6.2 years			7.0 years
Risk-free interest rate	1.46% to 2.63%				1.44	%		2.63	%
Weighted average grant date fair value	$	8.01		$	5.68		$	8.61

The total intrinsic value of options exercised during the six months ended June 30, 2020 was $185 thousand. There were no options exercised during the six months ended June 30, 2019.

On January 16, 2019, the Company approved the conversion of its previously issued ~~SARs~~stock appreciation rights (“SARs”) to stock options. There were 1,401,000 outstanding SARs that were converted effective as of May 6, ~~2019, which are included in the tables above.~~2019. The fair value of the SARs was $11.5 million at the conversion date. During the modification of these awards from liabilities to equity, the Company accelerated the expiration date, between two and four years, on 750,000 of the stock options. As a result, the fair value of the stock options after modification was $11.2 million. However, since the fair value of the new equity awards was less than the fair value of the liability awards, no adjustment was made to the Company’s income statement. The $11.5 million was reclassified from liabilities to ~~equity.~~equity upon conversion on May 6, 2019.

Restricted Stock Units

A summary of activity in the Plan ~~during the nine months ended September 30, 2019~~ is presented in the table below:

Number
of Shares

Weighted-Average
Grant Date
Fair Value

Nine Months Ended September 30, 2019

Outstanding at beginning of year: — $ —
Granted 81,200 19.46
Exercised — —
Forfeited — —

Balance, September 30, 2019 81,200 $ 19.46

Exercisable at end of period — $ —

Vested at end of period — $ —

	Number of Shares			Weighted-Average Grant Date Fair Value
Six Months Ended June 30, 2020
Outstanding at beginning of year:		81,200		$	19.46
Granted		5,970			20.93
Vested		(24,694	)		19.79
Forfeited		—			—

Balance, June 30, 2020		62,476		$	19.47

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Restricted stock units granted under the Plan typically ~~vests~~vest over five years, but vesting periods may vary. Compensation expense for these grants will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date.

The total unrecognized compensation cost for the awards outstanding under the Plan at ~~September~~June 30, ~~2019~~2020 was ~~$2.9~~$3.7 million and will be recognized over a weighted average remaining period of ~~2.06~~1.91 years. The total fair value of restricted stock units vested during the six months ended June 30, 2020 was $489,000. There was no vesting of restricted stock units during the six months ended June 30, 2019.

~~Employment Agreement~~

Effective March 6, 2019, the Company entered into an employment agreement with its President. The employment agreement has an initial term of three years and will automatically renew for additional three-year terms, unless the Company or the President provides 90-days’ advance notice of non-renewal. In the event that the President’s employment is terminated by the Company without cause or by the President for good reason, each as defined in the employment agreement, the employment agreement provides that he will receive severance equal to two times the sum of his annual base salary and annual target cash incentive bonus and a lump sum payment equal to 24 months’ of the monthly premiums to continue existing healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If such involuntary termination occurs within the 24-month period following a change in control, as defined in the employment agreement, in lieu of the foregoing, the severance due would be three times the sum of annual base salary and annual target cash incentive bonus and a lump sum payment equal to 36 months’ of the monthly premiums to continue existing healthcare coverage under COBRA. Additionally, any equity and phantom equity awards would fully vest upon any termination of employment by the Company without cause or by the President for good reason.

7.	COMMITMENTS AND CONTINGENCIES

Financial instruments with off-balance-sheet risk - The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Company’s consolidated financial statements. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for recorded instruments.

~~Table of Contents~~

Financial instruments whose contract amounts represent credit risk outstanding follow:

	September 30, 2019		December 31, 2018		June 30, 2020		December 31, 2019
Commitments to grant loans and unfunded commitments under lines of credit	$	376,155	$	346,245	$	460,429	$	409,969
Standby letters of credit		9,967		5,062		9,833		10,748

Commitments to grant loans and extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company requires collateral supporting those commitments if deemed necessary.

Litigation - The Company is a defendant in legal actions arising from time to time in the ordinary course of business. Management believes that the aggregate ultimate liability, if any, arising from these matters will not materially affect the Company’s consolidated financial statements.

~~Federal Home Loan Bank (“FHLB”)~~FHLB Letters of Credit - The Company uses FHLB letters of credit to pledge to certain public deposits. The balance of these FHLB letters of credit was $199.0 million at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

8.	CAPITAL AND REGULATORY MATTERS

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

In July 2013, the Board of Governors of the Federal Reserve System published final rules for the adoption of the Basel III regulatory capital framework (“Basel III”). Basel III, among other things, (i) introduced a new capital measure called Common Equity Tier 1 (“CET1”), (ii) specified that Tier 1 capital consists of CET1 and Additional Tier 1 Capital instruments meeting specified requirements, (iii) defined Common Equity Tier 1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expanded the scope of the deductions/adjustments as compared to existing regulations. Basel III became effective for the Company and its bank subsidiary on January 1, 2016 with certain transition provisions fully phased-in on January 1, 2019.

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Quantitative measures established by regulation to ensure capital adequacy require the Company and its bank subsidiary to maintain minimum amounts and ratios (set forth in the following table) of total, Tier 1 and CET1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, that the Company and its bank subsidiary met all capital adequacy requirements to which they are subject.

As of ~~September~~June 30, ~~2019,~~2020, the bank subsidiary was well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, CET1 and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since ~~September~~June 30, ~~2019~~2020 that management believes have changed the bank subsidiary’s category.

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The Company and its bank subsidiary’s actual capital amounts and ratios follow:

	Actual					Minimum Required Under BASEL III Fully Phased-In					To Be Well Capitalized Under Prompt Corrective Action Provisions					Actual					Minimum Required Under BASEL III Fully Phased-In					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2019
June 30, 2020
Total Capital to Risk Weighted Assets:
Consolidated	$	388,748		17.38	%	$	234,854		10.50	%		N/A		N/A		$	395,127		14.32	%	$	289,774		10.50	%		N/A		N/A
City Bank		308,841		13.81	%		234,803		10.50	%	$	223,622		10.00	%		383,541		13.90	%		289,704		10.50	%	$	275,908		10.00	%

Tier I Capital to Risk Weighted Assets:
Consolidated		337,920		15.11	%		190,120		8.50	%		N/A		N/A			334,080		12.11	%		234,579		8.50	%		N/A		N/A
City Bank		284,485		12.72	%		190,079		8.50	%		178,898		8.00	%		348,975		12.65	%		234,522		8.50	%		220,726		8.00	%

Common Equity Tier 1 to Risk Weighted Assets:
Consolidated		292,920		13.10	%		156,569		7.00	%		N/A		N/A			289,080		10.47	%		193,183		7.00	%		N/A		N/A
City Bank		284,485		12.72	%		156,535		7.00	%		145,354		6.50	%		348,975		12.65	%		193,136		7.00	%		179,340		6.50	%

Tier I Capital to Average Assets:
Consolidated		337,920		12.17	%		111,174		4.00	%		N/A		N/A			334,080		9.60	%		140,247		4.00	%		N/A		N/A
City Bank		284,485		10.25	%		111,098		4.00	%		138,872		5.00	%		348,975		10.04	%		140,170		4.00	%		173,817		5.00	%

December 31, 2018
December 31, 2019
Total Capital to Risk Weighted Assets:
Consolidated	$	309,798		14.28	%	$	227,864		10.50	%		N/A		N/A		$	373,684		14.88	%	$	263,769		10.50	%		N/A		N/A
City Bank		294,572		13.58	%		227,806		10.50	%	$	216,958		10.00	%		368,322		14.67	%		263,702		10.50	%	$	251,145		10.00	%

Tier I Capital to Risk Weighted Assets:
Consolidated		260,020		11.98	%		184,462		8.50	%		N/A		N/A			322,835		12.85	%		213,527		8.50	%		N/A		N/A
City Bank		271,266		12.50	%		184,415		8.50	%		173,567		8.00	%		343,945		13.70	%		213,473		8.50	%		200,916		8.00	%

Common Equity Tier 1 to Risk Weighted Assets:
Consolidated		215,020		9.91	%		151,910		7.00	%		N/A		N/A			277,835		11.06	%		175,846		7.00	%		N/A		N/A
City Bank		271,266		12.50	%		151,871		7.00	%		141,023		6.50	%		343,945		13.70	%		175,801		7.00	%		163,244		6.50	%

Tier I Capital to Average Assets:
Consolidated		260,020		9.63	%		108,033		4.00	%		N/A		N/A			322,835		10.74	%		120,219		4.00	%		N/A		N/A
City Bank		271,266		10.05	%		107,940		4.00	%		134,925		5.00	%		343,945		11.45	%		121,235		4.00	%		150,175		5.00	%

State banking regulations place certain restrictions on dividends paid by banks to their shareholders. Dividends paid by the Company’s bank subsidiary would be prohibited if the effect thereof would cause the bank subsidiary’s capital to be reduced below applicable minimum capital requirements.

9.	DERIVATIVES

The Company utilizes interest rate and cash flow swap agreements as part of its asset-liability management strategy to help manage its interest rate and cash flow risk position. The notional amount of the interest rate and cash flow swaps ~~does~~do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional ~~amount~~amounts and the other terms of the individual interest rate and cash flow swap agreements.

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The following table reflects the fair value hedges included in the consolidated balance sheets:

	September 30, 2019				December 31, 2018				June 30, 2020				December 31, 2019
	Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value

Included in other liabilities:
Interest rate swaps related to fixed rate loans	$	10,650	$	514	$	—	$	—	$	10,401	$	1,078	$	10,557	$	351

Included in other assets:
Interest rate swaps related to fixed rate loans	$	—	$	—	$	10,917	$	169	$	—	$	—	$	—	$	—

19The following table reflects the cash flow hedges included in the consolidated balance sheets:

	June 30, 2020				December 31, 2019
	Notional Amount		Fair Value		Notional Amount		Fair Value

Included in other liabilities:
Cash flow swaps related to state and municipal securities	$	123,760	$	2,127	$	—	$	—

Included in other assets:
Cash flow swaps related to state and municipal securities	$	—	$	—	$	—	$	—

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Mortgage banking derivatives

The following table reflects the amount and fair value of mortgage banking derivatives in the ~~Consolidated Balance Sheets:~~consolidated balance sheets:

	September 30, 2019				December 31, 2018				June 30, 2020				December 31, 2019
	Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value

Included in other assets:
Forward contracts related to mortgage loans held for sale	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Interest rate lock commitments		68,298		1,252		46,891		1,063		186,175		4,275		52,875		814

Total included in other assets	$	68,298	$	1,252	$	46,891	$	1,063	$	186,175	$	4,275	$	52,875	$	814


Included in other liabilities:
Forward contracts related to mortgage loans held for sale	$	80,524	$	242	$	54,998	$	672	$	156,022	$	857	$	58,948	$	141
Interest rate lock commitments		—		—		—		—		—		—		—		—

Total included in other liabilities	$	80,524	$	242	$	54,998	$	672	$	156,022	$	857	$	58,948	$	141

10.	EARNINGS PER SHARE

The factors used in the earnings per share computation follow:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018		2020		2019		2020		2019
Net income	$	8,258	$	4,913	$	19,111	$	23,427	$	5,615	$	6,080	$	12,698	$	10,853

Weighted average common shares outstanding - basic		17,985,429		14,771,520		16,417,116		14,771,520		18,061,705		16,459,366		18,052,405		15,620,106
Effect of dilutive securities:
Stock-based compensation awards		377,604		—		160,606		—		162,925		104,177		290,871		104,215
Weighted average common shares outstanding - diluted		18,363,033		14,771,520		16,577,722		14,771,520		18,224,630		16,563,543		18,343,276		15,724,321

Basic earnings per share	$	0.46	$	0.33	$	1.16	$	1.59	$	0.31	$	0.37	$	0.70	$	0.69
Diluted earnings per share	$	0.45	$	0.33	$	1.15	$	1.59	$	0.31	$	0.37	$	0.69	$	0.69

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11.	SEGMENT INFORMATION

Available Information

The Company maintains an Internet web site at www.spfi.bank. The Company makes available, free of charge, on its web site (under www.spfi.bank/financials-filings/sec-filings) the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC. The Company also makes available, free of charge, through its web site (under www.spfi.bank/corporate-governance/documents-charters) links to the Company’s Code of Conduct and the charters for its ~~Board~~board committees. In addition, the SEC maintains an Internet site (at www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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The Company routinely posts important information for investors on its web site (under www.spfi.bank and, more specifically, under the News & Events tab at www.spfi.bank/news-events/press-releases). ). The Company intends to use its web site as a means of disclosing material non-public information and for complying with its disclosure obligations under SEC Regulation FD (Fair Disclosure). Accordingly, investors should monitor the Company’s web site, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

The information contained on, or that may be accessed through, the Company’s web site is not incorporated by reference into, and is not a part of, this Form 10-Q.

Overview

We are a bank holding company headquartered in Lubbock, Texas, and our wholly-owned ~~banking~~ subsidiary, City Bank, is one of the largest independent banks in West Texas. We have additional banking operations in the ~~Dallas-Fort Worth-Arlington and~~Dallas, El Paso, ~~MSAs, as well as in the~~ Greater Houston, the Permian Basin, and College Station Texas markets, and the Ruidoso and Eastern New Mexico markets. Through City Bank, we provide a wide range of commercial and consumer financial services to small and medium-sized businesses and individuals in our market areas. Our principal business activities include commercial and retail banking, along with insurance, investment, trust and mortgage services.

~~Termination of Subchapter S Corporation Status~~Recent Developments

~~Beginning~~COVID-19 Update

The spread of the novel coronavirus (“COVID-19”) continues to cause significant disruptions in the U.S. economy since it was declared a pandemic in March 2020 by the World Health Organization. The changes have impacted our clients, their industries, as well as the financial services industry. At this time, we cannot predict the impact or how long the economy or our impacted clients will be disrupted.

The Company’s Business Continuity Oversight Committee, which has monitored the spread of the COVID-19 pandemic since January ~~1, 1998,~~2020, continues to monitor the impact of the ongoing COVID-19 pandemic, as well as employee and customer communications. The Company’s Pandemic Task Force, created in March 2020, continues to implement South Plains’ Business Continuity Plan to ensure the safety of the Company’s employees and customers while maintaining the operational and financial integrity of the Bank. Non-essential employees were transitioned to a work-from-home environment, strict protocols for employees deemed essential were adopted to ensure adequate social distancing and all Bank facilities are receiving incremental cleaning and sanitization. In March, the Company ~~elected~~restricted access to its bank lobbies customers are currently served through appointments only, as well as through the Bank’s drive-through windows and digital platforms. The Company’s operations center continues to provide essential employees the necessary room to social distance while seamlessly supporting the Bank’s customers and performing the critical tasks necessary to keep the Bank’s operations running efficiently. The facility also provides support for the Bank’s employees who are working remotely.

While the duration of the COVID-19 pandemic and the scope of its impact on the economy is uncertain, the Bank continues to be ~~taxed for U.S. federal income tax purposes as a subchapter S corporation (an “S Corporation”~~proactive with its borrowers in those sectors most affected by the COVID-19 pandemic and offering loan modifications to borrowers who are or may be unable to meet their contractual payment obligations because of the effects of the COVID-19 pandemic. As previously disclosed, the Bank has assigned its Chairman, Chief Executive Officer, Chief Credit Officer and Chief Lending Officer to partner with the Bank’s lenders on those borrowers most impacted by the COVID-19 pandemic to ensure the Company remains proactive in addressing those credits with the appropriate oversight and modifications when warranted. As part of the Bank’s efforts to support its customers and protect the Bank, the Bank has offered varying forms of loan modifications ranging from 90-day payment deferrals to 6- to 12-month interest only terms to provide borrowers relief. As of June 30, 2020, total loan modifications attributed to COVID-19 were approximately $464 million, or 19.9%, of the Company’s loan portfolio. The modification breakdown is: 64% of modified loans are interest only with periods of up to 6 months, 15% of modified loans are 90 day payment deferrals on commercial customers, 10% of modified loans are interest only periods longer than 6 months, primarily in the Bank’s hotel portfolio, and 11% of modified loans are payment deferrals of one to four months on consumer loans.

The Bank continues to actively assist its customers in accessing the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (the “SBA”) and created under the ~~provisions~~Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). During the second quarter of ~~Sections 1361~~2020, the Bank originated approximately 2,050 PPP loans totaling $215 million. The Bank has utilized its lines of credit with the Federal Home Loan Bank of Dallas (the “FHLB”) and/or the Federal Reserve Bank of Dallas (the “FRB”) to ~~1379~~supplement funding for origination of PPP loans as needed. Helping City Bank’s customers access PPP loans is just one way that the ~~Internal Revenue Code of 1986, as amended (the “Code”). While we were an S Corporation, our net income was not subject to,~~Bank has been helping its customers and we did not pay, U.S. federal income tax, and no provision or liability for U.S. federal income tax was included in our consolidated financial statements. Instead, for U.S. federal income tax purposes, our taxable income was “passed through” to our shareholders.

~~Effective May 31, 2018, the Company revoked its election to be taxed as an S Corporation, which resulted in us being taxed as~~communities during this challenging time. City Bank has also been a subchapter C corporation (a “C Corporation”) under the provisions of Sections 301 to 385 of the Code, and we established a deferred tax asset to reflect the S Corporation revocation. Thus, our net income is now subject to U.S. federal income tax and we bear the liability for those taxes.

As a result of the revocation of our S Corporation election, the net income and earnings per share data presented for any periods which contain net income prior to the revocation date will not be comparable with periods subsequent to the revocation date. Unless otherwise stated, all information contained herein, including consolidated net income, return on average assets, return on average shareholders’ equity and earnings per share, is presented as if we had converted from an S Corporation to a C Corporation as of January 1, 2018 using a statutory tax rate for U.S. federal income tax of 21.0%.

~~ESOP Repurchase Right Termination~~

~~In accordance with applicable provisions of the Code, the terms~~supporter of the South Plains ~~Financial, Inc. Employee Stock Ownership Plan, (the “ESOP”) provided that ESOP participants have~~and Permian Basin food banks and recently increased its financial support given the ~~right,~~challenging economic environment for ~~a specified period~~so many.

Finally, as previously announced on April 16, 2020, the Company temporarily suspended its stock repurchase program in response to the ongoing COVID-19 pandemic. Suspending the stock repurchase program has allowed the Company to preserve capital and provide liquidity to meet the credit needs of ~~time, to require us to repurchase shares of our common stock that are distributed to them~~the customers, small businesses and local communities served by the ~~ESOP.~~Company and City Bank. The ~~shares of common~~Company believes that it remains strong and well-capitalized, and the Company may reinstate the stock ~~held by~~repurchase program in the ESOP are reflected in our consolidated balance sheets as a line item called “ESOP owned shares” appearing between total liabilities and shareholders’ equity. As a result, the ESOP-owned shares were deducted from shareholders’ equity in our consolidated balance sheets. This repurchase right terminated upon the listing of our common stock on the NASDAQ (the “ESOP Repurchase Right Termination”), whereupon our repurchase liability was extinguished and thereafter the ESOP-owned shares are not deducted from shareholders’ equity.future.

2628

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~~Recent Developments~~

~~On July 25, 2019,~~We are currently unable to fully assess or predict the ~~Company entered into a definitive agreement with West Texas State Bank (“WTSB”) providing for~~extent of the ~~Company’s acquisition~~effects of ~~WTSB in an all-cash merger valued at $76.1 million. The merger was completed~~the COVID-19 pandemic on ~~November 12, 2019.~~our operations as the ultimate impact will depend on factors that are currently unknown and/or beyond our control. Please refer to Part II, Item 1A, “Risk Factors” of the Form 10-Q.

Highlights

We had net income of ~~$8.3~~$5.6 million for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to net income of ~~$4.9~~$6.1 million for the three months ended ~~September~~June 30, ~~2018.~~2019. Return on average equity was ~~11.10%~~6.81% and return on average assets was ~~1.18%~~0.64% for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~9.08%~~9.57% and ~~0.74%~~0.89%, respectively, for the three months ended ~~September~~June 30, ~~2018.~~2019.

Our total assets increased ~~$82.8~~$347.4 million, or ~~3.1%~~10.7%, to ~~$2.80~~$3.58 billion at ~~September~~June 30, ~~2019,~~2020, compared to ~~$2.71~~$3.24 billion at December 31, ~~2018.~~2019. Our gross loans held for investment increased ~~$5.4~~$188.1 million, or ~~0.3%~~8.8%, to ~~$1.96~~$2.33 billion at ~~September~~June 30, ~~2019,~~2020, compared to ~~$1.96~~$2.14 billion at December 31, ~~2018.~~2019. Our securities portfolio increased ~~$63.1~~$23.0 million, or ~~18.7%~~3.3%, to ~~$401.3~~$730.7 million at ~~September~~June 30, ~~2019,~~2020, compared to ~~$338.2~~$707.7 million at December 31, ~~2018.~~2019. Total deposits increased ~~$8.5~~$251.0 million, or ~~0.4%~~9.3%, to ~~$2.29~~$2.95 billion at ~~September~~June 30, ~~2019,~~2020, compared to ~~$2.28~~$2.70 billion at December 31, ~~2018.~~

~~Pro Forma Income Tax Expense and Net Income~~

As a result of our prior status as an S Corporation, we had no U.S. federal income tax expense from January 1, 2018 through May 30, 2018. The pro forma impact of being taxed as a C Corporation is illustrated in the following table:

Nine Months Ended
September 30, 2018

(Dollars in thousands)
S Corporation
Net income⁽¹⁾
$ 23,427

Pro forma C Corporation
Combined effective income tax rate⁽²⁾
16.8 %
Income tax provision ⁽³⁾
$ 3,013
Net income $ 14,894

~~(1)~~

~~A portion of our net income in this period was derived from non-taxable investment income, offset by nondeductible expenses. This has the effect of lowering the statutory tax rate.~~

~~(2)~~

~~Based on a statutory federal income tax rate of 21%. As our state income taxes are insignificant, they are not reflected in these calculations.~~

~~(3)~~

~~Excludes the recording of the $6.7 million deferred tax asset upon the revocation of our S Corporation election.~~

2019.

Results of Operations

Net Income

Net income ~~increased~~decreased by ~~$3.4~~$0.5 million to ~~$8.3~~$5.6 million for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$4.9~~$6.1 million for the three months ended ~~September~~June 30, ~~2018.~~2019. This ~~increase~~decrease was primarily the result of an increase of ~~$1.8~~$5.6 million in net interest income and ~~a decrease~~an increase of ~~$3.0~~$11.2 million in ~~the~~noninterest income, offset by a $12.3 million increase in provision for loan losses ~~offset by~~and an increase of ~~$1.4~~$5.3 million in noninterest expense.

Net income increased by ~~$4.2~~$1.8 million to ~~$19.1~~$12.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$14.9~~$10.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The increase was primarily the result of an increase of ~~$5.0~~$11.3 million in net interest income ~~a decrease~~and an increase of ~~$3.8~~$18.0 million in noninterest income, partially offset by an increase of $17.9 million in the provision for loan losses and an increase of ~~$2.2 million in noninterest income, offset by an increase of $5.1~~$9.3 million in noninterest expense.

Net Interest Income

Net interest income is the principal source of the Company’s net income and represents the difference between interest income (interest and fees earned on assets, primarily loans and investment securities) and interest expense (interest paid on deposits and borrowed funds). We generate interest income from interest-earning assets that we own, including loans and investment securities. We incur interest expense from interest-bearing liabilities, including interest-bearing deposits and other borrowings, notably ~~Federal Home Loan Bank (“FHLB”)~~FHLB advances and subordinated notes. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs of our deposits and other funding sources, (iii) our net interest spread and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income on a fully tax-equivalent basis divided by average interest-earning assets.

~~Table of Contents~~

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

The following tables present, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. For purposes of this table, interest income, net interest margin and net interest spread are shown on a fully tax-equivalent basis.

Three Months Ended September 30,
2019 2018

Average
Balance
Interest
Yield/
Rate

Average
Balance
Interest
Yield/
Rate

(Dollars in thousands)
Assets:
Interest-earning assets:
Total loans⁽¹⁾

$
1,993,507

$
29,695

5.91
%

$
1,973,505

$
27,699

5.57
%
Investment securities – taxable
287,128

1,956

2.70

271,432

1,683

2.46

Investment securities – non-taxable
32,993

286

3.44

75,247

672

3.54

Other interest-earning assets⁽²⁾

284,579

1,831

2.55

147,675

865

2.32

Total interest-earning assets
2,598,207

33,768

5.16

2,467,859

30,919

4.97

Noninterest-earning assets
181,139

175,462

Total assets
$
2,779,346

$
2,643,321

Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits
$
1,399,727

$
4,057

1.15
%

$
1,394,572

$
3,533

1.01
%
Time deposits
315,376

1,570

1.98

308,987

1,137

1.46

Short-term borrowings
12,468

58

1.85

16,393

68

1.65

Notes payable & other longer-term borrowings
95,000

523

2.18

95,000

473

1.98

Subordinated debt securities
26,472

404

6.05

20,887

245

4.65

Junior subordinated deferrable interest debentures
46,393

485

4.15

46,393

487

4.16

Total interest-bearing liabilities
$
1,895,436

$
7,097

1.49
%

$
1,882,232

$
5,943

1.25
%

Noninterest-bearing liabilities:
Noninterest-bearing deposits
$
555,501

$
513,432

Other liabilities
33,339

33,024

Total noninterest-bearing liabilities
588,840

546,456

Shareholders’ equity
295,070

214,633

Total liabilities and shareholders’ equity
$
2,779,346

$
2,643,321

Net interest income
$
26,671

$
24,976

Net interest spread
3.67
%

3.72
%
Net interest margin⁽³⁾

4.07
%

4.02
%

Table of Contents

	Three Months Ended June 30,
	2020							2019
	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate
	(Dollars in thousands)
Assets:
Interest-earning assets:
Loans, excluding PPP⁽¹⁾	$	2,204,441	$	28,825		5.26	%	$	1,946,602	$	28,635		5.90	%
Loans - PPP		171,304		1,076		2.53			—		—		—
Investment securities – taxable		547,971		3,080		2.26			248,915		1,754		2.83
Investment securities – non-taxable		160,142		1,192		2.99			31,387		275		3.51
Other interest-earning assets⁽²⁾		174,753		124		0.29			348,106		1,946		2.24
Total interest-earning assets		3,258,611		34,297		4.23			2,575,010		32,610		5.08
Noninterest-earning assets		247,571							174,944
Total assets	$	3,506,182						$	2,749,954

Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits	$	1,650,159	$	1,330		0.32	%	$	1,449,169	$	4,696		1.30	%
Time deposits		326,561		1,430		1.76			317,323		1,443		1.82
Short-term borrowings		16,449		6		0.15			11,085		57		2.06
Notes payable & other longer-term borrowings		161,099		96		0.24			95,000		561		2.37
Subordinated debt securities		26,472		403		6.12			26,472		403		6.11
Junior subordinated deferrable interest debentures		46,393		294		2.55			46,393		512		4.43
Total interest-bearing liabilities	$	2,227,133	$	3,559		0.64	%	$	1,945,442	$	7,672		1.58	%

Noninterest-bearing liabilities:
Noninterest-bearing deposits	$	901,761						$	516,783
Other liabilities		45,576							32,890
Total noninterest-bearing liabilities		947,337							549,673
Shareholders’ equity		331,712							254,839
Total liabilities and shareholders’ equity	$	3,506,182						$	2,749,954

Net interest income			$	30,738						$	24,938
Net interest spread						3.59	%						3.50	%
Net interest margin⁽³⁾						3.79	%						3.88	%

(1)	Average loan balances include nonaccrual loans and loans held for sale.

(2)	Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.

(3)	Net interest margin is calculated as the annualized net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

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Table of Contents

Nine Months Ended September 30,
2019 2018

Average
Balance
Interest
Yield/
Rate

Average
Balance
Interest
Yield/
Rate

(Dollars in thousands)
Assets:
Interest-earning assets:
Total loans⁽¹⁾

$
1,965,297

$
86,471

5.88
%

$
1,899,880

$
77,531

5.46
%
Investment securities – taxable
281,904

5,819

2.76

168,718

3,188

2.53

Investment securities – non-taxable
32,184

847

3.52

124,951

3,351

3.59

Other interest-earning assets⁽²⁾

292,099

5,348

2.45

232,949

3,199

1.84

Total interest-earning assets
2,571,484

98,485

5.12

2,426,498

87,269

4.81

Noninterest-earning assets
177,507

171,756

Total assets
$
2,748,991

$
2,598,254

Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits
$
1,439,699

$
13,287

1.23
%

$
1,365,187

$
8,664

0.85
%
Time deposits
314,128

4,368

1.86

314,502

3,295

1.40

Short-term borrowings
15,425

226

1.96

19,334

194

1.34

Notes payable & other longer-term borrowings
95,000

1,623

2.28

95,000

1,250

1.76

Subordinated debt securities
26,890

1,213

6.03

20,887

735

4.70

Junior subordinated deferrable interest debentures
46,393

1,510

4.35

46,393

1,339

3.86

Total interest-bearing liabilities
$
1,937,535

$
22,227

1.53
%

$
1,861,303

$
15,477

1.11
%

Noninterest-bearing liabilities:
Noninterest-bearing deposits
$
524,468

$
491,456

Other liabilities
31,795

30,549

Total noninterest-bearing liabilities
556,263

522,005

Shareholders’ equity
255,193

214,946

Total liabilities and shareholders’ equity
$
2,748,991

$
2,598,254

Net interest income
$
76,258

$
71,792

Net interest spread
3.59
%

3.70
%
Net interest margin⁽³⁾

3.96
%

3.96
%

	Six Months Ended June 30,
	2020							2019
	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate
	(Dollars in thousands)
Assets:
Interest-earning assets:
Loans, excluding PPP⁽¹⁾	$	2,185,728	$	59,879		5.51	%	$	1,951,193	$	56,776		5.87	%
Loans - PPP		85,652		1,076		2.53			—		—		—
Investment securities – taxable		554,324		6,672		2.42			279,293		3,863		2.79
Investment securities – non-taxable		119,538		1,694		2.85			31,780		561		3.56
Other interest-earning assets⁽²⁾		162,944		858		1.06			295,858		3,517		2.40
Total interest-earning assets		3,108,186		70,179		4.54			2,558,124		64,717		5.10
Noninterest-earning assets		249,114							175,689
Total assets	$	3,357,300						$	2,733,813

Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits	$	1,598,048	$	3,986		0.50	%	$	1,459,684	$	9,230		1.28	%
Time deposits		340,016		3,057		1.81			313,505		2,798		1.80
Short-term borrowings		23,597		99		0.84			16,904		168		2.00
Notes payable & other longer-term borrowings		128,654		453		0.71			95,000		1,100		2.33
Subordinated debt securities		26,472		807		6.13			27,100		809		6.02
Junior subordinated deferrable interest debentures		46,393		695		3.01			46,393		1,025		4.46
Total interest-bearing liabilities	$	2,163,180	$	9,097		0.85	%	$	1,958,586	$	15,130		1.56	%

Noninterest-bearing liabilities:
Noninterest-bearing deposits	$	833,699						$	508,951
Other liabilities		36,364							31,021
Total noninterest-bearing liabilities		870,063							539,972
Shareholders’ equity		324,057							235,255
Total liabilities and shareholders’ equity	$	3,357,300						$	2,733,813

Net interest income			$	61,082						$	49,587
Net interest spread						3.69	%						3.54	%
Net interest margin⁽³⁾						3.95	%						3.91	%

(1)	Average loan balances include nonaccrual loans and loans held for sale.

(2)	Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.

(3)	Net interest margin is calculated as the annualized net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

Table of Contents

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 tables sets forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been allocated to volume.

	Three Months Ended June 30,
	2020 over 2019
	Change due to:						Total
	Volume			Rate			Variance
	(Dollars in thousands)
Interest-earning assets:
Loans, excluding PPP	$	3,793		$	(3,603	)	$	190
Loans - PPP		—			1,076			1,076
Investment securities – taxable		2,107			(781	)		1,326
Investment securities – non-taxable		1,128			(211	)		917
Other interest-earning assets		(969	)		(853	)		(1,822	)
Total increase (decrease) in interest income		6,059			(4,372	)		1,687

Interest-bearing liabilities:
NOW, Savings, MMDAs		651			(4,017	)		(3,366	)
Time deposits		42			(55	)		(13	)
Short-term borrowings		28			(79	)		(51	)
Notes payable & other borrowings		390			(855	)		(465	)
Subordinated debt securities		—			—			—
Junior subordinated deferrable interest debentures		—			(218	)		(218	)
Total increase (decrease) interest expense:		1,111			(5,224	)		(4,113	)

Increase (decrease) in net interest income	$	4,948		$	852		$	5,800

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Table of Contents

Three Months Ended September 30,
2019 over 2018
Change due to: Total
Volume Rate Variance
(Dollars in thousands)
Interest-earning assets:
Loans
$
281

$
1,715

$
1,996

Investment securities – taxable
97

176

273

Investment securities – non-taxable
(377
)

(9
)

(386
)
Other interest-earning assets
802

164

966

Total increase (decrease) in interest income
803

2,046

2,849

Interest-bearing liabilities:
NOW, Savings, MMDAs
13

511

524

Time deposits
24

409

433

Short-term borrowings
(16
)

6

(10
)
Notes payable & other borrowings
—

50

50

Subordinated debt securities
66

93

159

Junior subordinated deferrable interest debentures
—

(2
)

(2
)
Total increase (decrease) interest expense:
87

1,067

1,154

Increase (decrease) in net interest income
$
716

$
979

$
1,695

	Nine Months Ended September 30,									Six Months Ended June 30,
	2019 over 2018									2020 over 2019
	Change due to:						Total			Change due to:						Total
	Volume			Rate			Variance			Volume			Rate			Variance
	(Dollars in thousands)									(Dollars in thousands)
Interest-earning assets:
Loans	$	2,670		$	6,270		$	8,940
Loans, excluding PPP										$	6,825		$	(3,722	)	$	3,103
Loans - PPP											—			1,076			1,076
Investment securities – taxable		2,139			492			2,631			3,804			(995	)		2,809
Investment securities – non-taxable		(2,488	)		(16	)		(2,504	)		1,549			(416	)		1,133
Other interest-earning assets		812			1,337			2,149			(1,580	)		(1,079	)		(2,659	)
Total increase (decrease) in interest income		3,133			8,083			11,216			10,598			(5,136	)		5,462

Interest-bearing liabilities:
NOW, Savings, MMDAs		473			4,150			4,623			875			(6,119	)		(5,244	)
Time deposits		(4	)		1,077			1,073			237			22			259
Short-term borrowings		(39	)		71			32			67			(136	)		(69	)
Notes payable & other borrowings		—			373			373			390			(1,037	)		(647	)
Subordinated debt securities		211			267			478			(19	)		17			(2	)
Junior subordinated deferrable interest debentures		—			171			171			—			(330	)		(330	)
Total increase (decrease) interest expense:		641			6,109			6,750			1,550			(7,583	)		(6,033	)

Increase (decrease) in net interest income	$	2,492		$	1,974		$	4,466		$	9,048		$	2,447		$	11,495

Net interest income for the three months ended ~~September~~June 30, ~~2019~~2020 was ~~$26.6~~$30.4 million, compared to $24.8 million for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$1.8~~$5.6 million, or ~~7.2%~~22.6%. The increase in net interest income was comprised of a ~~$2.9~~$1.5 million, or ~~9.5%~~5.2%, increase in interest income and a $4.1 million, or 53.6%, decrease in interest expense. Interest and fees on loans increased by $1.3 million from the second quarter of 2019 due to growth of $429.1 million in average loans, primarily from the Company’s acquisition of West Texas State Bank (“WTSB”) as well as the PPP loans that were originated in the second quarter of 2020, partially offset by a ~~$1.2~~decrease of 64 basis points in non-PPP loan rates due to the decline in the interest rate environment experienced in the first quarter of 2020. The PPP loans yielded 2.53% during the second quarter of 2020, which includes accretion of the related SBA lenders fees for processing PPP loans during the quarter. As of June 30, 2020, the Company has received and deferred $7.7 million in PPP related SBA fees and is accreting these fees into interest income over the life of the applicable loans. If a PPP loan is forgiven or paid off before maturity, the remaining unamortized fee is accreted to income at that time. During the second quarter of 2020, the Company recognized $641,000 in PPP related SBA fees. The Company expects that the majority of PPP loans will begin to be forgiven over the next several quarters.

The $4.1 million decrease in interest expense for the three months ended June 30, 2020 was primarily due to a decrease in the interest rate paid on interest-bearing liabilities of 94 basis points, partially offset by an increase of $281.7 million in average interest-bearing liabilities over the same period in 2019. The increase in average interest-bearing liabilities was primarily due to increased deposits, from the acquisition of WTSB, PPP loan funding and other government stimulus payments and programs as well as organic growth, and an additional $75.0 million in borrowings to augment liquidity in funding the PPP loans. Additionally, average noninterest-bearing demand deposits increased to $901.8 million at June 30, 2020 from $516.8 million at June 30, 2019.

For the three months ended June 30, 2020, net interest margin and net interest spread were 3.79% and 3.59%, respectively, compared to 3.88% and 3.50% for the same period in 2019, which reflects the increase in interest income and the decrease in interest expense discussed above.

Net interest income for the six months ended June 30, 2020 was $60.6 million, compared to $49.4 million for the six months ended June 30, 2019, an increase of $11.2 million, or ~~19.4%~~22.8%. The increase in net interest income was comprised of an $5.2 million, or 8.1%, increase in interest income and a $6.0 million, or 39.9%, decrease in interest expense. The growth in interest income was primarily attributable to a ~~$20.0~~$320.2 million, or ~~1.0%~~16.4%, increase in average loans outstanding for the ~~three-month~~six-month period ended ~~September~~June 30, ~~2019,~~2020, compared to the ~~three-month~~six-month period ended ~~September~~June 30, ~~2018, and~~2019, partially offset by an ~~increase~~decrease of 3436 basis points in the yield on total loans, excluding PPP loans. The increase in average loans outstanding was primarily due to ~~seasonal agricultural production loan net fundings.~~the PPP loans originated during the second quarter of 2020 as well as the loans acquired from WTSB.

The ~~$1.2~~$6.0 million ~~increase~~decrease in interest expense for the ~~three~~six months ended ~~September~~June 30, ~~2019~~2020 was primarily related to an ~~increase~~decrease of 2471 basis points in the rate paid on interest-bearing liabilities, ~~and~~partially offset by an increase of ~~$11.5~~$204.6 million, or ~~0.7%~~10.4%, in average interest-bearing ~~deposits~~liabilities over the same period in ~~2018.~~2019. The increase in average interest-bearing liabilities was primarily due to increased deposits, from the acquisition of WTSB, PPP loan funding and other government stimulus payments and programs as well as organic growth, and an additional $75.0 million in borrowings to augment liquidity in funding the PPP loans. Additionally, average noninterest-bearing demand deposits increased to ~~$555.5~~$833.7 million at ~~September~~June 30, ~~2019~~2020 from ~~$513.4~~$509.0 million at ~~September~~June 30, ~~2018.~~2019.

For the ~~three~~six months ended ~~September~~June 30, ~~2019,~~2020, net interest margin and net interest spread were ~~4.07%~~3.95% and ~~3.67%~~3.69%, respectively, compared to ~~4.02%~~3.91% and ~~3.72%~~3.54% for the same period in ~~2018,~~2019, which reflects the ~~increases in interest income discussed above relative to the increases in interest expense.~~

Net interest income for the nine months ended September 30, 2019 was $76.0 million, compared to $70.9 million for the nine months ended September 30, 2018, an increase of $5.1 million, or 7.1%. The increase in net interest income was comprised of an $11.8 million, or 13.7%, increase in interest income ~~offset by a $6.8 million, or 43.6%, increase~~and the decrease in interest expense. The growth in interest income was primarily attributable to a $65.4 million, or 3.4%, increase in average loans outstanding for the nine-month period ended September 30, 2019, compared to the nine-month period ended September 30, 2018, and by an increase of 42 basis points in the yield on total loans. The increase in average loans outstanding was primarily due to organic growth in 1-4 family residential loans and in the auto loan sector of our portfolio, offset by a decrease in the commercial – general sector.expense discussed above.

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The $6.8 million increase in interest expense for the nine months ended September 30, 2019 was primarily related to an increase of 42 basis points in the rate paid on interest-bearing liabilities and an increase of $74.1 million, or 4.4%, in average interest-bearing deposits over the same period in 2018. The increase in average interest-bearing liabilities from September 30, 2018 to September 30, 2019 was due primarily to an increase in money market accounts of $107.8 million, offset by a decrease in NOW accounts of $35.0 million. Additionally, average noninterest-bearing demand deposits increased to $524.5 million at September 30, 2019 from $491.5 million at September 30, 2018.

For the nine months ended September 30, 2019, net interest margin and net interest spread were 3.96% and 3.59%, respectively, compared to 3.96% and 3.70% for the same period in 2018, which reflects the increases in interest income discussed above relative to the increases in interest expense.

Provision for Loan Losses

Credit risk is inherent in the business of making loans. We establish an allowance for loan losses through charges to earnings, which are shown in the statements of income as the provision for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our allowance for loan losses and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to our earnings. The provision for loan losses and the amount of allowance for each period are dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market areas.

The provision for loan losses for the three months ended ~~September~~June 30, ~~2019~~2020 was ~~$420,000,~~$13.1 million compared to ~~$3.4 million~~$875,000 for the three months ended ~~September 30, 2018. The decrease in the provision for loan losses was primarily the result of a reduction in charge-offs of $3.7 million during three months ended September~~June 30, 2019. The provision for loan losses for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 was ~~$1.9~~$19.4 million, compared to ~~$5.7~~$1.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The ~~decrease~~increase in the provision for loan losses ~~was~~in the second quarter of 2020 and year to date 2020 compared to the same quarter and period in 2019 is primarily ~~the~~a result of ~~a reduction~~the uncertain economic effects from the ongoing COVID-19 pandemic as well as the decline in ~~net charge-offs of $5.3 million for the nine months ended September 30, 2019.~~oil and gas prices. The allowance for loan losses as a percentage of loans held for investment was ~~1.23%~~1.74% at ~~September~~June 30, ~~2019~~2020 and ~~1.18%~~1.13% at December 31, ~~2018.~~2019. Further discussion of the allowance for loan losses is noted below.

Noninterest Income

While interest income remains the largest single component of total revenues, noninterest income is an important contributing component. The largest portion of our noninterest income is associated with our mortgage banking activities. Other sources of noninterest income include service charges on deposit accounts, bank card services and interchange fees, and income from insurance activities.

The following table sets forth the major components of our noninterest income for the periods indicated:

	Three Months Ended September 30,							Nine Months Ended September 30,							Three Months Ended June 30,							Six Months Ended June 30,
	2019		2018		Increase (Decrease)			2019		2018		Increase (Decrease)			2020		2019		Increase (Decrease)			2020		2019		Increase (Decrease)
	(Dollars in thousands)														(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts	$	2,101	$	1,979	$	122		$	5,985	$	5,757	$	228		$	1,439	$	1,979	$	(540	)	$	3,422	$	3,884	$	(462	)
Income from insurance activities		1,114		1,462		(348	)		4,074		3,992		82			1,022		1,210		(188	)		2,181		2,960		(779	)
Bank card services and interchange fees		2,192		2,101		91			6,273		6,110		163			2,344		2,071		273			4,582		4,081		501
Mortgage banking activities		6,991		5,603		1,388			18,509		16,667		1,842			17,955		6,652		11,303			26,708		11,518		15,190
Investment commissions		419		424		(5	)		1,245		1,300		(55	)		365		493		(128	)		820		826		(6	)
Fiduciary income		361		353		8			1,104		1,088		16			776		367		409			1,605		743		862
Gain on sale of securities																—		—		—			2,318		—		2,318
Other income and fees⁽¹⁾		937		1,373		(436	)		2,703		2,817		(114	)		995		931		64			2,135		1,766		369
Total noninterest income	$	14,115	$	13,295	$	820		$	39,893	$	37,731	$	2,162		$	24,896	$	13,703	$	11,193		$	43,771	$	25,778	$	17,993

(1)	Other income and fees includes the increase in the cash surrender value of life insurance, safe deposit box rental, check printing, collections, wire transfer and other miscellaneous services.

Noninterest income for the three months ended ~~September~~June 30, ~~2019~~2020 was ~~$14.1~~$24.9 million, compared to ~~$13.3~~$13.7 million for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$820,000,~~$11.2 million, or ~~6.2%~~81.7%. Income from mortgage banking activities increased ~~$1.4~~$11.3 million, or ~~24.8%~~169.9%, to ~~$7.0~~$18.0 million for the three months ended ~~September~~June 30, ~~2019~~2020 from ~~$5.6~~$6.7 million for the three months ended ~~September~~June 30, ~~2018.~~2019. The increase was due primarily to an increase of ~~$53.2~~$368.9 million in mortgage loan originations for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to the three months ended ~~September~~June 30, ~~2018. Income from insurance activities~~2019. Additionally, fiduciary income increased $409,000 and service charges on deposit accounts decreased ~~$348,000, or 23.8%, to $1.1 million~~ for the three months ended ~~September~~June 30, ~~2019 from $1.5 million for~~2020 compared to the three months ended ~~September~~June 30, ~~2018.~~2019. The increase in fiduciary income was primarily due to new customer acquisition with estate executorship and trust management as the primary services in late third quarter 2019. The decrease in service charges on deposit accounts was ~~attributable to $375,000 of profit-sharing bonus revenues recognized in~~primarily from reduced customer spending and activity during the ~~third quarter of 2018.~~ongoing COVID-19 pandemic.

~~Table of Contents~~

Noninterest income for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 was ~~$39.9~~$43.8 million, compared to ~~$37.7~~$25.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$2.2~~$18.0 million, or ~~5.7%~~69.8%. Income from mortgage banking activities increased ~~$1.8~~$15.2 million, or ~~11.1%~~131.9%, to ~~$18.5~~$26.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 from ~~$16.7~~$11.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. This increase was primarily a result of an increase of ~~$50.0~~$321.1 million in mortgage loan originations for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019, in addition to a $2.3 million gain on sale of securities in the first quarter of 2020. Fiduciary income increased $862,000 and income from insurance activities decreased $779,000 for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The increase in fiduciary income was primarily due to new customer acquisition with estate executorship and trust management as the primary services in late third quarter 2019. The decrease in income from insurance activities was due to ASC 606, “Revenue from Contracts with Customers,” becoming effective for the Company’s interim reporting periods in March 2020. The result of adoption is that there is a delay in the annual cycle of revenue recognition for insurance activities as compared to previous years.

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Noninterest Expense

The following table sets forth the major components of our noninterest expense for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2019		2018		Increase (Decrease)		2019		2018		Increase (Decrease)		2020		2019		Increase (Decrease)		2020		2019		Increase (Decrease)
	(Dollars in thousands)												(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits	$	18,135	$	18,044	$	91	$	56,044	$	53,463	$	2,581	$	21,621	$	18,784	$	2,837	$	42,431	$	37,909	$	4,522
Occupancy expense, net		3,486		3,388		98		10,309		10,103		206		3,586		3,416		170		7,186		6,823		363
Professional services		1,852		1,474		378		5,169		4,303		866		1,961		1,611		350		3,533		3,317		216
Marketing and development		762		671		91		2,275		2,249		26		806		796		10		1,574		1,513		61
IT and data services		722		564		158		2,104		1,667		437		1,079		689		390		1,926		1,382		544
Bankcard expenses		864		666		198		2,394		1,989		405		1,017		806		211		2,069		1,530		539
Appraisal expenses		467		455		12		1,197		1,094		103		638		407		231		1,093		730		363
Other expenses⁽¹⁾		3,740		3,384		356		10,502		10,077		425		4,499		3,421		1,078		9,406		6,762		2,644
Total noninterest expense	$	30,028	$	28,646	$	1,382	$	89,994	$	84,945	$	5,049	$	35,207	$	29,930	$	5,277	$	69,218	$	59,966	$	9,252

(1)	Other expenses include items such as telephone expenses, postage, courier fees, directors’ fees, and insurance.

Noninterest expense for the three months ended ~~September~~June 30, ~~2019~~2020 was ~~$30.0~~$35.2 million compared to ~~$28.6~~$29.9 million for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$1.4~~$5.3 million, or ~~4.8%~~17.6%. ~~Professional services expenses, which include legal fees, audit~~Salaries and ~~accounting fees, and consulting fees,~~employee benefits increased ~~$378,000~~$2.8 million, or 15.1%, from $18.8 million for the three months ended ~~September~~June 30, 2019 to $21.6 million for the three months ended June 30, 2020. This increase in salaries and employee benefits expense was predominately related to an additional $2.6 million in commissions paid on the higher volume of mortgage loan originations and personnel in the Bank’s branches in the Permian Basin that were acquired in the fourth quarter of 2019 through the Company’s acquisition of WTSB, partially offset by a reduction in the Bank’s online mortgage platform personnel and other efficiency enhancements. There was also an increase in variable mortgage expenses, such as appraisal expenses, due to the increased mortgage production during the quarter. Other noninterest expenses also increased due to the acquisition of WTSB, including occupancy and other noninterest expenses for the branches acquired and core deposit intangible amortization expense.

Noninterest expense for the six months ended June 30, 2020 was $69.2 million, compared to $60.0 million for the six months ended June 30, 2019, an increase of $9.3 million, or 15.4%. Salaries and employee benefits increased $4.5 million, or 11.9%, from $37.9 million for the six months ended June 30, 2019 to $42.4 million for the six months ended June 30, 2020. This increase in salaries and employee benefits expense was predominately driven by the WTSB acquisition and increased commission paid on the higher volume of mortgage loan originations. Other noninterest expenses increased $2.6 million for the six months ended June 30, 2020, compared to the same period in ~~2018.~~2019. This increase was primarily due to ~~$328,000 in professional services during the three months ended September 30, 2019 related to the Company’s acquisition of WTSB.~~

~~Noninterest expense~~core expenses for the ~~nine months ended September 30, 2019 was $90.0 million, compared to $84.9 million for the nine months ended September 30, 2018, an increase of $5.1 million, or 5.9%. Salaries~~acquired WTSB branches, core deposit intangible amortization expense, higher commissions and employee benefits increased $2.6 million, or 4.8%, from $53.5 million for the nine months ended September 30, 2018 to $56.0 million for the nine months ended September 30, 2019. The primary reason for this increase is the expense related to the staff that was acquired in ourother variable mortgage origination company acquisition in November 2018. The cost related to these employees during the nine months ended September 30, 2019 was $1.6 million. Additionally, commissions paid to mortgage loan originators increased $621,000, excluding commissions paid to employees from the mortgage acquisition, for the nine months ended September 30, 2019expenses as a result of increased production, $331,000 in data conversion expenses and $300,000 in computer equipment purchased in connection with upgrading the ~~increased mortgage loan originations. Professional services expenses increased $866,000 for~~equipment at the nine months ended September 30, 2019, compared to the same period in 2018. This increase was primarily due to increased legal expenses related to the Company’s preparation for its initial public offering and related activitiesacquired branches as well as ~~acquisition costs for WTSB.~~at existing branches. The computer equipment purchases were expensed due to the individual items falling below the Company’s capitalization threshold.

Financial Condition

Total assets increased ~~$82.8~~$34.7 million, or ~~3.1%~~10.7%, to ~~$2.80~~$3.58 billion at ~~September~~June 30, ~~2019,~~2020, compared to ~~$2.71~~$3.24 billion at December 31, ~~2018.~~2019. Our gross loans held for investment increased ~~$5.4~~$188.1 million, or ~~0.3%~~8.8%, to ~~$1.96~~$2.33 billion at ~~September~~June 30, ~~2019,~~2020, compared to ~~$1.96~~$2.14 billion at December 31, ~~2018.~~2019. Our securities portfolio increased ~~$63.1~~$23.0 million, or ~~18.7%~~3.3%, to ~~$401.3~~$730.7 million at ~~September~~June 30, ~~2019,~~2020, compared to ~~$338.2~~$707.7 million at December 31, ~~2018.~~2019. Total deposits increased ~~$8.5~~$25.1 million, or ~~0.4%~~9.3% to ~~$2.29~~$2.95 billion at ~~September~~June 30, ~~2019,~~2020, compared to ~~$2.28~~$2.70 billion at December 31, ~~2018.~~2019.

Loan Portfolio

Our loans represent the largest portion of earning assets, greater than our securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an important consideration when reviewing the Company’s financial condition. We originate substantially all of the loans in our portfolio, except certain loan participations that are independently underwritten by the Company prior to purchase.

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The following table presents the balance and associated percentage of each major category in our ~~gross loan~~loans held for investment portfolio at the dates indicated:

	September 30, 2019						December 31, 2018						June 30, 2020						December 31, 2019
	Amount			% of Total			Amount			% of Total			Amount			% of Total			Amount			% of Total
	(Dollars in thousands)												(Dollars in thousands)
Commercial real estate	$	520,687			26.5	%	$	538,037			27.5	%	$	655,906			28.1	%	$	658,195			30.7	%
Commercial – specialized		316,862			16.1			305,022			15.6			325,942			14.0			309,505			14.4
Commercial – general		398,909			20.4			427,728			21.8			620,905			26.6			441,398			20.7
Consumer:
1-4 family residential		359,160			18.3			346,153			17.7			360,308			15.5			362,796			16.9
Auto loans		212,529			10.8			191,647			9.8			202,263			8.7			215,209			10.0
Other consumer		70,338			3.6			70,209			3.6			69,754			3.0			74,000			3.5
Construction		84,124			4.3			78,401			4.0			96,638			4.1			82,520			3.8
Gross loans		1,962,609			100.0	%		1,957,197			100.0	%		2,331,716			100.0	%		2,143,623			100.0	%
Allowance for loan losses		(24,176	)					(23,126	)					(40,635	)					(24,197	)
Net loans	$	1,938,433					$	1,934,071					$	2,291,081					$	2,119,426

Loans held for investment increased ~~$5.4~~$188.1 million, or ~~0.3%~~8.8%, to ~~$1.96~~$2.33 billion at ~~September~~June 30, ~~2019,~~2020, compared to ~~$1.96~~$2.14 billion at December 31, ~~2018.~~2019. This increase in our loans was primarily due to ~~organic loan growth,~~the origination of $215.3 million in PPP loans, partially offset by the early payoff of ~~five~~two relationships totaling ~~$59.7 million.~~$22.2 million during the first quarter of 2020.

The Bank is primarily involved in real estate, commercial, agricultural and consumer lending activities with customers throughout Texas and Eastern New Mexico. We have a collateral concentration, as ~~63.7%~~63.1% of our loans held for investment were secured by real property as of ~~September~~June 30, ~~2019,~~2020, compared to ~~64.9%~~65.5% as of December 31, ~~2018.~~2019. We believe that these loans are not concentrated in any one single property type and that they are geographically ~~diversified~~dispersed throughout the ~~markets that~~areas we serve. Although the Bank has diversified loan portfolios, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the ~~industries~~markets in which ~~the respective debtor~~it operates, which consist primarily of agribusiness, wholesale/retail, oil and gas and related businesses, healthcare industries and institutions of higher education.

We have established concentration limits in the loan portfolio for commercial real estate loans and unsecured lending, among other loan types. All loan types are within established limits. We use underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending to allow us to react to a borrower’s deteriorating financial condition, should that occur.

Commercial Real Estate. Our commercial real estate portfolio includes loans for commercial property that is owned by real estate investors, construction loans to build owner-occupied properties, and loans to developers of commercial real estate investment properties and residential developments. Commercial real estate loans are subject to underwriting standards and processes similar to our commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing our real estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Commercial real estate loans decreased ~~$17.3~~$2.3 million, or ~~3.2%~~0.3%, to ~~$520.7~~$655.9 million as of ~~September~~June 30, ~~2019~~2020 from ~~$538.0~~$658.2 million as of December 31, ~~2018. The decrease in commercial real estate loans during this period was mostly driven by the early payoff of two loans totaling $24.8 million, offset by organic loan growth.~~2019.

Commercial – General and Specialized. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably. Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, to evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations, and to ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial loans, as the repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories: specialized and general. Commercial related loans that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related loans that contain a broader diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant and retail, construction, and other industries.

~~Table of Contents~~

Commercial specialized loans increased ~~$11.9~~$16.4 million, or ~~3.9%~~5.3%, to ~~$316.9~~$325.9 million as of ~~September~~June 30, ~~2019~~2020 from ~~$305.0~~$309.5 million as of December 31, ~~2018.~~2019. This increase was primarily due to a net increase of ~~$16.1~~$17.3 million ~~from seasonal annual fundings on agricultural production loans, as well as one large revolving line of credit having $5.7 million less outstanding at September 30, 2019.~~in energy loans.

Commercial general loans ~~decreased $28.8~~increased $179.5 million, or ~~6.7%~~40.7%, to ~~$398.9~~$620.9 million as of ~~September~~June 30, ~~2019~~2020 from ~~$427.7~~$441.4 million as of December 31, ~~2018.~~2019. The ~~decrease~~increase in commercial general loans was primarily due to PPP loans originations totaling $215.3 million, partially offset by the early payoff of ~~three~~two relationships totaling ~~$34.9~~$22.2 million during ~~2019, offset by organic loan growth.~~the first quarter of 2020.

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Consumer. We utilize a computer-based credit scoring analysis to supplement our policies and procedures in underwriting consumer loans. Our loan policy addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimize our risk. Residential real estate loans are included in consumer loans. We generally require mortgage title insurance and hazard insurance on these residential real estate loans.

Consumer and other loans ~~increased $34.0~~decreased $19.7 million, or ~~5.6%~~3.0%, to ~~$642.0~~$632.3 million as of ~~September~~June 30, ~~2019,~~2020, from ~~$608.0~~$652.0 million as of December 31, ~~2018.~~2019. The ~~increases~~decrease in these loans ~~were~~was primarily the result of indirect auto loan originations slowing in 2020 to a level that is less than the payments on these loans as a result of ~~expanded lending in~~worsening economic conditions surrounding the ~~auto loan portfolio in the Lubbock/South Plains market as well as an increase in 1-4 family residential loans.~~COVID-19 pandemic. As of ~~September~~June 30, ~~2019,~~2020, our consumer loan portfolio was comprised of ~~$359.2~~$360.3 million in 1-4 family residential loans, ~~$212.5~~$202.2 million in ~~indirect~~ auto loans, and ~~$70.3~~$69.8 million in other consumer loans.

Construction. Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the projects.

Construction loans increased ~~$5.7~~$14.1 million, or ~~7.3%~~17.1%, to ~~$84.1~~$96.6 million as of ~~September~~June 30, ~~2019~~2020 from ~~$78.4~~$82.5 million as of December 31, ~~2018.~~2019. The increase resulted from continued organic growth, especially in our Lubbock/South Plains and Dallas/Ft. Worth markets.

Allowance for Loan Losses

The allowance for loan losses provides a reserve against which loan losses are charged as those losses become evident. Management evaluates the appropriate level of the allowance for loan losses on a quarterly basis. The analysis takes into consideration the results of an ongoing loan review process, the purpose of which is to determine the level of credit risk within the portfolio and to ensure proper adherence to underwriting and documentation standards. Additional allowances are provided to those loans which appear to represent a greater than normal exposure to risk. The quality of the loan portfolio and the adequacy of the allowance for loan losses is reviewed by regulatory examinations and the Company’s ~~auditors.~~internal and external loan reviews. The allowance for loan losses consists of two elements: (1) specific valuation allowances established for probable losses on specific loans and (2) historical valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

To determine the adequacy of the allowance for loan losses, the loan portfolio is broken into categories based on loan type. Historical loss experience factors by category, adjusted for changes in trends and conditions, are used to determine an indicated allowance for each portfolio category. These factors are evaluated and updated based on the composition of the specific loan portfolio. Other considerations include volumes and trends of delinquencies, nonaccrual loans, levels of bankruptcies, criticized and classified loan trends, expected losses on real estate secured loans, new credit products and policies, economic conditions, concentrations of credit risk, and the experience and abilities of the Company’s lending personnel. In addition to the portfolio evaluations, impaired loans with a balance of $250,000 or more are individually evaluated based on facts and circumstances of the loan to determine if a specific allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the above threshold when it is determined that the risk associated with the loan differs significantly from the risk factor amounts established for its loan category.

The allowance for loan losses was ~~$24.2~~$40.6 million at ~~September~~June 30, ~~2019,~~2020, compared to ~~$23.1~~$24.2 million at December 31, ~~2018,~~2019, an increase of ~~$1.1~~$16.4 million, or ~~4.5%~~67.9%. The increase is primarily a result of management’s estimate of economic effects of the COVID-19 pandemic as well as the decline in oil and gas prices. These effects caused us to downgrade the risk ratings on some of the more at-risk sectors in our portfolio, primarily energy and hospitality, during the first quarter and second quarter of 2020.

The following table provides an analysis of the allowance for loan losses at the dates indicated.

	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance		Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance
	(Dollars in thousands)												(Dollars in thousands)
Three Months Ended September 30, 2019
Three Months Ended June 30, 2020
Commercial real estate	$	5,415	$	—		$	108	$	(379	)	$	5,144	$	7,192	$	—		$	108	$	7,856		$	15,156
Commercial – specialized		3,346		—			28		(575	)		2,799		4,555		(836	)		23		2,872			6,614
Commercial – general		8,325		(170	)		19		734			8,908		7,980		(532	)		72		1,773			9,293
Consumer:
1-4 family residential		2,310		(65	)		9		384			2,638		2,744		—			1		181			2,926
Auto loans		3,067		(260	)		83		127			3,017		4,312		(262	)		57		(168	)		3,939
Other consumer		1,199		(230	)		63		121			1,153		1,639		(383	)		179		205			1,640
Construction		509		—			—		8			517		652		—			1		414			1,067
Total	$	24,171	$	(725	)	$	310	$	420		$	24,176	$	29,074	$	(2,013	)	$	441	$	13,133		$	40,635

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Beginning
Balance
Charge-offs Recoveries Provision
Ending
Balance

(Dollars in thousands)
Three Months Ended September 30, 2018

Commercial real estate
$
4,336

$
—

$
239

$
268

$
4,843

Commercial – specialized
2,924

(70
)

10

(191
)

2,673

Commercial – general
8,733

(3,738
)

64

2,434

7,493

Consumer:
1-4 family residential
1,451

(131
)

31

102

1,453

Auto loans
2,603

(276
)

41

609

2,977

Other consumer
1,158

(257
)

30

213

1,144

Construction
510

—

—

(20
)

490

Total
$
21,715

$
(4,472
)

$
415

$
3,415

$
21,073

	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance
	(Dollars in thousands)
Three Months Ended June 30, 2019
Commercial real estate	$	5,335	$	—		$	108	$	(28	)	$	5,415
Commercial – specialized		2,327		(5	)		39		985			3,346
Commercial – general		8,504		(60	)		205		(324	)		8,325
Consumer:
1-4 family residential		2,416		—			21		(127	)		2,310
Auto loans		3,067		(248	)		46		202			3,067
Other consumer		1,174		(233	)		42		216			1,199
Construction		558		—			—		(49	)		509
Total	$	23,381	$	(546	)	$	461	$	875		$	24,171

	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance		Beginning Balance		Charge-offs			Recoveries		Provision		Ending Balance
	(Dollars in thousands)												(Dollars in thousands)
Nine Months Ended September 30, 2019
Six Months Ended June 30, 2020
Commercial real estate	$	5,579	$	—		$	323	$	(758	)	$	5,144	$	5,049	$	—		$	215	$	9,892	$	15,156
Commercial – specialized		2,516		(37	)		90		230			2,799		2,287		(850	)		87		5,090		6,614
Commercial – general		8,173		(235	)		296		674			8,908		9,609		(1,380	)		89		975		9,293
Consumer:
1-4 family residential		2,249		(84	)		61		412			2,638		2,093		—			1		832		2,926
Auto loans		2,994		(765	)		162		626			3,017		3,385		(704	)		109		1,149		3,939
Other consumer		1,192		(744	)		155		550			1,153		1,341		(749	)		252		796		1,640
Construction		423		(75	)		—		169			517		433		—			1		633		1,067
Total	$	23,126	$	(1,940	)	$	1,087	$	1,903		$	24,176	$	24,197	$	(3,683	)	$	754	$	19,367	$	40,635

	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance		Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance
	(Dollars in thousands)												(Dollars in thousands)
Nine Months Ended September 30, 2018
Six Months Ended June 30, 2019
Commercial real estate	$	3,769	$	(1,539	)	$	239	$	2,374		$	4,843	$	5,579	$	—		$	215	$	(379	)	$	5,415
Commercial – specialized		2,367		(108	)		75		339			2,673		2,516		(37	)		63		804			3,346
Commercial – general		10,151		(3,865	)		399		808			7,493		8,173		(65	)		277		(60	)		8,325
Consumer:
1-4 family residential		1,787		(272	)		36		(98	)		1,453		2,249		(19	)		52		28			2,310
Auto loans		2,068		(693	)		102		1,500			2,977		2,994		(506	)		79		500			3,067
Other consumer		971		(607	)		127		653			1,144		1,192		(513	)		91		429			1,199
Construction		348		(15	)		—		157			490		423		(75	)		—		161			509
Total	$	21,461	$	(7,099	)	$	978	$	5,733		$	21,073	$	23,126	$	(1,215	)	$	777	$	1,483		$	24,171

Net charge-offs totaled ~~$415,000~~$1.6 million and were ~~0.08%~~0.27% (annualized) of average loans outstanding for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$4.1 million~~$85,000 and ~~0.82%~~0.02% for the three months ended ~~September~~June 30, ~~2018.~~2019. Net charge-offs totaled ~~$853,000~~$2.9 million and were ~~0.06%~~0.26% (annualized) of average loans outstanding for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$6.1 million~~$438,000 and ~~0.43%~~0.05% for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The ~~decrease~~increase in net charge-offs for the quarter-to-date comparison was primarily the result of a ~~$3.6 million~~$822,000 charge-off on ~~a commercial - general~~an acquired direct energy relationship as well as several other smaller charge-offs on commercial-general loans during the ~~third~~second quarter of ~~2018.~~2020. The ~~decrease~~increase in net charge-offs for the year-to-date comparison was primarily the result of a ~~$1.4 million~~$518,000 charge-off on a retail commercial ~~real estate~~ relationship as well as two smaller commercial-general charge-offs during the first quarter of 2020, in addition to the second quarter ~~of 2018 as well as the third quarter 2018 charge-off~~2020 charge-offs noted above. The allowance for loan losses as a percentage of loans held for investment was ~~1.23%~~1.74% at ~~September~~June 30, ~~2019~~2020 and ~~1.18%~~1.13% at December 31, ~~2018.~~2019.

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While the entire allowance for loan losses is available to absorb losses from any part of our loan portfolio, the following table sets forth the allocation of the allowance for loan losses for the periods presented and the percentage of allowance in each classification to total allowance:

	September 30, 2019					December 31, 2018					June 30, 2020					December 31, 2019
	Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total
	(Dollars in thousands)										(Dollars in thousands)
Commercial real estate	$	5,144		21.3	%	$	5,579		24.1	%	$	15,156		37.3	%	$	5,049		20.9	%
Commercial – specialized		2,799		11.6			2,516		10.9			6,614		16.3			2,287		9.5
Commercial – general		8,908		36.8			8,173		35.4			9,293		22.9			9,609		39.7
Consumer:
1-4 family residential		2,638		10.9			2,249		9.7			2,926		7.2			2,093		8.6
Auto loans		3,017		12.5			2,994		12.9			3,939		9.7			3,385		14.0
Other consumer		1,153		4.8			1,192		5.2			1,640		4.0			1,341		5.5
Construction		517		2.1			423		1.8			1,067		2.6			433		1.8
Total allowance for loan losses	$	24,176		100.0	%	$	23,126		100.0	%	$	40,635		100.0	%	$	24,197		100.0	%

Asset Quality

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable doubt as to collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of principal and interest is probable.

A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include loans on nonaccrual status and performing restructured loans. Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances, we measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. A loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on an annual basis. Between appraisal periods, the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring process, or if discussions with the borrower lead us to believe the last appraised value no longer reflects the actual market for the collateral. The impairment amount on a collateral-dependent loan is charged-off to the allowance if deemed not collectible and the impairment amount on a loan that is not collateral-dependent is set up as a specific reserve.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until sold and is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. Nonperforming loans include nonaccrual loans and loans past due 90 days or more.

	September 30, 2019		December 31, 2018		June 30, 2020		December 31, 2019
	(Dollars in thousands)				(Dollars in thousands)
Nonaccrual loans:
Commercial real estate	$	218	$	217	$	4,424	$	162
Commercial – specialized		1,259		2,550		795		1,172
Commercial – general		2,144		2,134		1,301		2,254
Consumer:
1-4 family residential		1,614		1,489		821		1,105
Auto loans		—		—		55		—
Other consumer		—		—		—		—
Construction		—		—		—		—
Total nonaccrual loans		5,235		6,390		7,396		4,693
Past due loans 90 days or more and still accruing		1,221		564		3,076		1,352
Total nonperforming loans		6,456		6,954		10,472		6,045
Other real estate owned		2,296		2,285		1,335		1,883
Total nonperforming assets	$	8,752	$	9,239	$	11,807	$	7,928

Restructured loans - nonaccrual⁽¹⁾	$	451	$	494	$	96	$	436
Restructured loans - accruing	$	1,830	$	3,351	$	1,745	$	1,804

(1)	Restructured loans, nonaccrual, are included in nonaccrual loans which are a component of nonperforming loans.

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In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructuring (“TDR”). Included in certain loan categories of impaired loans are TDRs on which we have granted certain material concessions to the borrower as a result of the borrower experiencing financial difficulties. The concessions granted by us may include, but are not limited to: (1) a modification in which the maturity date, timing of payments or frequency of payments is modified, (2) an interest rate lower than the current market rate for new loans with similar risk, or (3) a combination of the first two factors.

If a borrower on a restructured accruing loan has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform under the restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of payments. Loans identified as TDRs are evaluated for impairment using the present value of the expected cash flows or the estimated fair value of the collateral, if the loan is collateral dependent. The fair value is determined, when possible, by an appraisal of the property less estimated costs related to liquidation of the collateral. The appraisal amount may also be adjusted for current market conditions. Adjustments to reflect the present value of the expected cash flows or the estimated fair value of collateral dependent loans are a component in determining an appropriate allowance for loan losses, and as such, may result in increases or decreases to the provision for loan losses in current and future earnings.

We had no loans restructured as TDRs during the first ~~nine~~six months of ~~2019~~2020 or ~~2018.~~2019. TDRs are excluded from our nonperforming loans unless they otherwise meet the definition of nonaccrual loans or past due 90 days or more.

COVID-19 Industry Exposures. The Company’s COVID-19 industry exposures at June 30, 2020 were:

Restaurant and retail owner-occupied loans totaled $86.4 million (or 3.7% of total loans). The average loan size is $296,000. There was $564,000 in classified loans and $475,000 in loans past due greater than 30 days. The related allowance for loan losses to total restaurant and retail owner-occupied loans is 2.22%. Approximately 34% of these loans had been modified during 2020 as a result of the COVID-19 pandemic. Of these modifications, 78% were for six months of interest-only payments with remaining 22% being 90 day payment deferrals.

Hospitality and assisted living center loans totaled $115.2 million (or 4.9% of total loans), excluding properties under construction. The average loan size is $2.6 million. There was $46.5 million in classified loans and $10.6 million in loans past due more than 30 days. There is also $2.8 million in nonaccrual loans. The related allowance for loan losses to total hospitality and assisted living center loans is 6.78%. Approximately 81% of these loans had been modified during 2020 as a result of the COVID-19 pandemic. Of these modifications, 48% were for interest-only periods exceeding six months, interest rate reduction, or a combination of both, 42% were for up to six months of interest-only payments, and the remaining 10% being 90 day payment deferrals.

Oil and Gas Exposures. The Company’s direct energy sector loans totaled $78.6 million (or 3.4% of total loans) at June 30, 2020. There was $50,000 in nonaccrual loans. Management has expanded the monitoring of the loans in this category. The related allowance for loan losses to direct energy loans is 5.65%. Approximately 13% of these loans had been modified during 2020 as a result of the COVID-19 pandemic. Of these modifications, 89% were for six months of interest-only payments with remaining 11% being 90 day payment deferrals.

Securities Portfolio

The securities portfolio is the second largest component of the Company’s interest-earning assets, and the structure and composition of this portfolio is important to an analysis of the financial condition of the Company. The portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a depositor or lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, since it provides a large base of assets, the maturity and interest rate characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; and (iv) it is an alternative interest-earning asset when loan demand is weak or when deposits grow more rapidly than loans.

The securities portfolio consists of securities classified as either held-to-maturity or available-for-sale. All held-to-maturity securities are reported at amortized cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity. All available-for-sale securities are reported at fair value. Securities available-for-sale consist primarily of state and municipal securities, mortgage-backed securities and U.S. government sponsored agency securities. We determine the appropriate classification at the time of purchase.

Table of Contents

Our securities portfolio increased $23.0 million, or 3.3%, to $730.7 million at June 30, 2020, compared to $707.7 million at December 31, 2019. The increase was due to the purchase of $121.3 million in Texas municipal securities and unrealized gain of $26.9 million, partially offset by the sale of $92.2 million in mortgage-backed securities and $30.6 million in maturities. The sale of the mortgage-backed securities occurred in January 2020 and generated a gain of $2.3 million.

The following table summarizes the fair value of the securities portfolio as of the dates presented. ~~As of these dates, there were no securities classified as held-to-maturity.~~

	September 30, 2019							December 31, 2018							June 30, 2020						December 31, 2019
	Amortized Cost		Fair Value		Unrealized Gain/(Loss)			Amortized Cost		Fair Value		Unrealized Gain/(Loss)			Amortized Cost		Fair Value		Unrealized Gain/(Loss)		Amortized Cost		Fair Value		Unrealized Gain/(Loss)
	(Dollars in thousands)														(Dollars in thousands)
Available-for-sale
U.S. government and agencies	$	6,848	$	6,901	$	53		$	84,765	$	84,707	$	(58	)	$	4,750	$	4,816	$	66	$	4,750	$	4,807	$	57
State and municipal		40,720		41,552		832			32,205		32,310		105			214,576		224,032		9,456		94,512		94,692		180
Mortgage-backed securities		251,958		253,878		1,920			184,267		182,256		(2,011	)		343,716		358,304		14,588		463,899		464,516		617
Collateralized mortgage obligations		60,244		60,185		(59	)		-		-		-			107,319		107,562		243		107,443		107,289		(154	)
Asset-backed and other amortizing securities		36,972		38,819		1,847			39,799		38,923		(876	)		33,416		35,960		2,544		35,833		36,346		513
Total available-for-sale	$	396,742	$	401,335	$	4,593		$	341,036	$	338,196	$	(2,840	)	$	703,777	$	730,674	$	26,897	$	706,437	$	707,650	$	1,213

~~Table of Contents~~

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. At ~~September~~June 30, ~~2019,~~2020, we evaluated the securities which had an unrealized loss for other-than-temporary impairment and determined all declines in value to be temporary. We anticipate full recovery of amortized cost with respect to these securities by maturity, or sooner in the event of a more favorable market interest rate environment. We do not intend to sell these securities and it is not probable that we will be required to sell them before recovery of the amortized cost basis, which may be at maturity.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the date presented. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligation with or without call or prepayment penalties.

	As of September 30, 2019																					As of June 30, 2020
	Due in One Year or Less						Due after One Year Through Five Years					Due after Five Year Through Ten Years					Due after Ten Years					Due in One Year or Less					Due after One Year Through Five Years					Due after Five Year Through Ten Years					Due after Ten Years
	Amortized Cost			Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
	(Dollars in thousands)																					(Dollars in thousands)
Available-for-sale
U.S. government and agencies		$	—		—	%	$	6,848		2.55	%	$	—		—	%	$	—		—	%	$	4,750		2.75	%	$	—		—		$	—		—	%	$	—		—	%
State and municipal			470		4.00			—		—			10,434		2.18			29,816		2.84			1,517		1.71			—		—			15,672		2.16			197,387		2.49
Mortgage-backed securities			—		—			1,130		1.65			25,139		2.15			225,689		2.72			—		—			804		1.63			15,150		1.99			327,761		2.38
Collateralized mortgage obligations			—		0.00			—		0.00			—		—			60,244		2.53			—		—			—		—			—		—			107,319		0.66
Asset-backed and other amortizing securities			—		—			—		—			—		—			36,972		2.82			—		—			—		—			—		—			33,417		2.82
Total available-for-sale		$	470		—		$	7,978		2.42	%	$	35,573		2.16	%	$	352,721		2.71	%	$	6,267		2.75	%	$	804		1.63	%	$	30,822		2.08	%	$	665,884		2.16	%

	As of December 31, 2018																					As of December 31, 2019
	Due in One Year or Less						Due after One Year Through Five Years					Due after Five Years Through Ten Years					Due after Ten Years					Due in One Year or Less					Due after One Year Through Five Years					Due after Five Years Through Ten Years					Due after Ten Years
	Amortized Cost			Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
	(Dollars in thousands)																					(Dollars in thousands)
Available-for-sale
U.S. government and agencies		$	77,918		2.40	%	$	6,847		2.55	%	$	—		—	%	$	—		—	%	$	—		—		$	4,750		2.75	%	$	—		—	%	$	—		—	%
State and municipal			—		—			470		4.00	%		8,995		2.17	%		22,740		3.01	%		470		4.00	%		1,028		1.71	%		14,206		2.08	%		78,808		2.90	%
Mortgage-backed securities			—		—			97		2.28	%		32,037		2.20	%		152,133		2.96	%		—		—			1,009		1.60	%		23,513		2.18	%		439,377		2.56	%
Collateralized mortgage obligations																							—		—			—		—			—		—			107,443		0
Asset-backed and other amortizing securities			—		—			—		—			—		—	%		39,799		2.82	%		—		—			—		—			—		—	%		35,833		2.82	%
Total available-for-sale		$	77,918		2.40	%	$	7,414		2.64	%	$	41,032		2.19	%	$	214,672		2.94	%	$	470		4.00	%	$	6,787		2.42	%	$	37,719		2.15	%	$	661,461		2.56	%

Our securities portfolio increased $63.1 million, or 18.7%, to $401.3 million at September 30, 2019, compared to $338.2 million at December 31, 2018. The increase was due to investing excess liquidity from the Company’s interest-bearing deposit account with the Federal Reserve Bank

Table of ~~Dallas (the “Federal Reserve”) during the third quarter of 2019.~~Contents

Deposits

Deposits represent the Company’s primary and most vital source of funds. We offer a variety of deposit products including demand deposits accounts, interest-bearing products, savings accounts and certificate of deposits. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production, customer referrals, marketing staffs, mobile and online banking and various involvements with community networks.

Total deposits at ~~September~~June 30, ~~2019~~2020 were ~~$2.29~~$2.95 billion, representing an increase of ~~$8.5~~$25.1 million, or ~~0.4%~~9.3%, compared to ~~$2.28~~$2.70 billion at December 31, ~~2018.~~2019. The increase in total deposits since December 31, 2019 is primarily due to organic growth, customers depositing funds received from PPP loans and maintaining higher balances, and other government stimulus payments and programs. As of ~~September~~June 30, ~~2019, 24.4%~~2020, 31.9% of total deposits were comprised of noninterest-bearing demand accounts, ~~61.8%~~57.2% of interest-bearing non-maturity accounts and ~~13.8%~~10.9% of time deposits.

~~Table of Contents~~

The following table shows the deposit mix as of the dates presented:

	September 30, 2019						December 31, 2018					June 30, 2020					December 31, 2019
	Amount			% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total
	(Dollars in thousands)											(Dollars in thousands)
Noninterest-bearing deposits		$	556,233		24.4	%	$	510,067		22.3	%	$	940,853		31.9	%	$	790,921		29.3	%
NOW and other transaction accounts			259,230		11.3			277,041		12.2			344,485		11.7			318,379		11.8
Money market and other savings			1,154,859		50.5			1,178,809		51.8			1,340,004		45.5			1,231,534		45.7
Time deposits			315,652		13.8			311,537		13.7			322,495		10.9			356,023		13.2
Total deposits		$	2,285,974		100.0	%	$	2,277,454		100.0	%	$	2,947,837		100.0	%	$	2,696,857		100.0	%

The following tables set forth the remaining maturity of time deposits of $100,000 and greater as of the date indicated:

(Dollars in thousands)	September 30, 2019		June 30, 2020
Time deposits $100,000 or greater with remaining maturity of:
Three months or less	$	23,165	$	25,728
After three months through six months		39,853		31,513
After six months through twelve months		51,169		56,312
After twelve months		123,144		124,085
Total	$	237,331	$	237,638

Borrowed Funds

In addition to deposits, we utilize advances from the FHLB and other borrowings as a supplementary funding source to finance our operations.

FHLB Advances. The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by first mortgage loans and commercial real estate loans as well as FHLB stock. At ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we had ~~maximum~~total remaining borrowing capacity from the FHLB of ~~$737.4~~$416.6 million and ~~$724.8~~$304.8 million, respectively. We had $199.0 million in off-balance sheet liabilities for letters of credit at September 30, 2019 and December 31, 2018. These letters of credit are used to pledge as collateral for public funds deposits. We had no overnight FHLB borrowings as of September 30, 2019 and December 31, 2018. We had long-term FHLB borrowings of $95.0 million as of September 30, 2019 and December 31, 2018. As of September 30, 2019 and December 31, 2018, total remaining borrowing capacity of $432.6 million and $425.4 million, respectively, was available under this arrangement. Our current FHLB borrowings mature within seven years.

The following table sets forth our FHLB borrowings as of and for the periods indicated:

	As of/For the Three Months Ended September 30,							As of/For the Nine Months Ended September 30,						As of/For the Three Months Ended June 30,						As of/For the Six Months Ended June 30,
	2019				2018			2019			2018			2020			2019			2020			2019
	(Dollars in thousands)													(Dollars in thousands)
Amount outstanding at end of the period		$	95,000		$	95,000		$	95,000		$	95,000		$	170,000		$	95,000		$	170,000		$	95,000
Weighted average interest rate at end of the period			2.03	%		2.04	%		2.03	%		2.04	%		0.29	%		2.18	%		0.29	%		2.18	%
Maximum month-end balance during the period		$	95,000		$	95,000		$	95,000		$	95,000		$	170,000		$	95,000		$	170,000		$	95,000
Average balance outstanding during the period		$	95,000		$	95,000		$	95,000		$	95,000		$	158,462		$	95,000		$	126,731		$	95,000
Weighted average interest rate during the period			2.18	%		1.98	%		2.28	%		1.76	%		0.24	%		2.37	%		0.71	%		2.33	%

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Federal Reserve Bank of Dallas. The Bank has a line of credit with the ~~Federal Reserve.~~FRB. The amount of the line is determined on a monthly basis by the ~~Federal Reserve.~~FRB. The line is collateralized by a blanket floating lien on all agriculture, commercial and consumer loans. The amount of the line was ~~$556.1~~$686.9 million and ~~$531.9~~$547.6 million at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

The ~~line was not used during~~following table sets forth our FRB borrowings as of and for the ~~three or nine month~~ periods ~~ended September 30, 2019 or the three or nine month periods ended September 30, 2018.~~indicated:

	As of/For the Three Months Ended June 30,						As of/For the Six Months Ended June 30,
	2020			2019			2020			2019
	(Dollars in thousands)
Amount outstanding at end of the period	$	—		$	—		$	—		$	—
Weighted average interest rate at end of the period		0.00	%		0.00	%		0.00	%		0.00	%
Maximum month-end balance during the period	$	30,000		$	—		$	30,000		$	—
Average balance outstanding during the period	$	2,637		$	—		$	2,115		$	—
Weighted average interest rate during the period		0.31	%		0.00	%		0.29	%		0.00	%

Lines of Credit. The Bank has uncollateralized lines of credit with multiple banks as a source of funding for liquidity management. The total amount of the lines was ~~$135.0~~$165.0 million as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. The lines were not used during the three or ~~nine~~six month periods ended ~~September~~June 30, ~~2019~~2020 or the three or ~~nine~~six month periods ending ~~September~~June 30, ~~2018.~~2019.

Subordinated Debt Securities. In January 2014, the Company issued $20.9 million in subordinated debt securities. These securities pay interest quarterly and mature January 2024. There was $14.4 million issued at an initial rate of 5.0% and $6.5 million issued at an initial rate of 4.0% at September 30, 2019. These rates are fixed for five years from issuance and then float at the ~~Wall Street Journal~~ prime rate, with a floor of 4.0% and a ceiling of 7.5%. The securities are unsecured and could be called by the Company at any time after January 2019, and they qualify for tier 2 capital treatment, subject to regulatory limitations. In December 2018, we notified all holders of our subordinated debt securities that we intended to call these securities in January 2019 and provided holders the option to exchange their current subordinated debt securities for newly-issued subordinated debt securities or to have their securities be redeemed. Holders of $13.4 million in subordinated debt securities elected to exchange their securities while holders of $7.5 million in subordinated debt securities elected to have their securities redeemed.

~~Table of Contents~~

In December 2018, the Company issued $26.5 million in subordinated debt ~~securities, including $13.4 million issued in exchange for our previously issued notes as described above.~~securities. Securities totaling $12.4 million have a maturity date of December 2028 and an average fixed rate of 5.74% for the first five years. The remaining $14.1 million of securities have a maturity date of December 2030 and an average fixed rate of 6.41% for the first seven years. After the fixed rate periods, all securities will float at the Wall Street Journal prime rate, with a floor of 4.5% and a ceiling of 7.5%. These securities pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity is five years or less. Additionally, these securities qualify for tier 2 capital treatment, subject to regulatory limitations. The balance of subordinated debt securities as of ~~September~~June 30, 2020 and December 31, 2019 was $26.5 ~~million, compared to $34.0 million as of December 31, 2018.~~million.

Junior Subordinated Deferrable Interest Debentures and Trust Preferred Securities. Between March 2004 and June 2007, the Company formed three wholly-owned statutory business trusts solely for the purpose of issuing trust preferred securities, the proceeds of which were invested in junior subordinated deferrable interest debentures. The trusts are not consolidated and the debentures issued by the Company to the trusts are reflected in the Company’s consolidated balance sheets. The Company records interest expense on the debentures in its consolidated financial statements. The amount of debentures outstanding was $46.4 million at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. The Company has the right, as has been exercised in the past, to defer payments of interest on the securities for up to twenty consecutive quarters. During such time, corporate dividends may not be paid. The Company is current in its interest payments on the debentures.

The chart below indicates certain information about each of the statutory trusts and the junior subordinated deferrable interest debentures, including the date the junior subordinated deferrable interest debentures were issued, outstanding amounts of trust preferred securities and junior subordinated deferrable interest debentures, the maturity date of the junior subordinated deferrable interest debentures, the interest rates on the junior subordinated deferrable interest debentures and the investment banker.

Name of Trust	Issue Date	Amount of Trust Preferred Securities		Amount of Debentures		Stated Maturity Date of Trust Preferred Securities and Debentures⁽¹⁾		Interest Rate of Trust Preferred Securities and Debentures⁽²⁾⁽³⁾	Issue Date	Amount of Trust Preferred Securities		Amount of Debentures		Stated Maturity Date of Trust Preferred Securities and Debentures⁽¹⁾		Interest Rate of Trust Preferred Securities and Debentures⁽²⁾⁽³⁾
	(Dollars in thousands)								(Dollars in thousands)
South Plains Financial Capital Trust III	2004	$	10,000	$	10,310		2034	3-mo. LIBOR + 265 bps; 4.91%	2004	$	10,000	$	10,310		2034	3-mo. LIBOR + 265 bps; 3.69%
South Plains Financial Capital Trust IV	2005		20,000		20,619		2035	3-mo. LIBOR + 139 bps; 3.51%	2005		20,000		20,619		2035	3-mo. LIBOR + 139 bps; 1.70%
South Plains Financial Capital Trust V	2007		15,000		15,464		2037	3-mo. LIBOR + 150 bps; 3.62%	2007		15,000		15,464		2037	3-mo. LIBOR + 150 bps; 1.81%
Total		$	45,000	$	46,393					$	45,000	$	46,393

(1)	May be redeemed at the Company’s option.

(2)	Interest payable quarterly with principal due at maturity.

(3)	Rate as of last reset date, prior to ~~September~~June 30, ~~2019.~~2020.

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Liquidity and Capital Resources

Liquidity

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.

Interest rate sensitivity involves the relationships between rate-sensitive assets and liabilities and is an indication of the probable effects of interest rate fluctuations on the Company’s net interest income. Interest rate-sensitive assets and liabilities are those with yields or rates that are subject to change within a future time period due to maturity or changes in market rates. The model is used to project future net interest income under a set of possible interest rate movements. The Company’s Investment/Asset Liability Committee (the “ALCO Committee”), reviews this information to determine if the projected future net interest income levels would be acceptable. The Company attempts to stay within acceptable net interest income levels.

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks, federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the FRB discount window. At June 30, 2020, the Bank had the capacity to borrow additional funds from the FHLB of up to approximately $416.6 million and the capacity to borrow from the FRB discount window of approximately $686.9 million. The FRB has also lowered the primary credit rate to 0.25% and extended the term to 90 days to enhance liquidity and encourage use of the Federal Reserve discount window. In addition, the Company maintains overnight fed fund purchase arrangements with correspondent banks.

~~Table of Contents~~

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis. Management believes that these sources of liquidity will provide adequate funding and liquidity to address the economic uncertainties caused by the ongoing COVID-19 pandemic. However, during this period management is closely monitoring the Company’s potential liquidity needs, and if general economic conditions, the COVID-19 pandemic, or other events cause these sources of liquidity to become restricted or are eliminated, the Company may not be able to raise adequate funds or may incur substantially higher funding costs or operating restrictions in order to raise the necessary funds to support the Company’s operations and growth.

Capital Requirements

Total shareholders’ equity increased to ~~$299.0~~$336.5 million as of ~~September~~June 30, ~~2019,~~2020, compared to ~~$212.8~~$306.2 million as of December 31, ~~2018, taking into account the ESOP Repurchase Right Termination,~~ 2019, an increase of ~~$86.2~~$30.3 million, or ~~40.5%~~9.9%. The increase from December 31, ~~2018~~2019 was primarily the result of ~~$51.4 million in net proceeds from the Company’s initial public offering, $19.1~~$12.7 million in net earnings for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, and a change in accumulated other comprehensive income of ~~$5.9~~$18.6 million, ~~related to unrealized gains/losses on securities available for sale, and the modification~~net of the Company’s cash-settled stock appreciation rights that previously were accounted for as liabilities to equity classified stock options in the amount of $11.5 million. The increases were offset by a $1.3 million cumulative-effect adjustment to retained earnings for a change in accounting principle. This related to the Company changing the accounting method for its stock appreciation rights from the intrinsic value method to fair value. See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included elsewhere in this Form 10-Q regarding further details on this change. See also Note 6, Stock-Based Compensation, for further details on the modification.tax.

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective action,” we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum amounts and ratio of common equity tier 1 (“CET1”) capital, tier 1 capital and total capital to risk-weighted assets and of tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

The risk-based capital ratios measure the adequacy of a bank’s capital against the riskiness of its assets and off-balance sheet activities. Failure to maintain adequate capital is a basis for “prompt corrective action” or other regulatory enforcement action. In assessing a bank’s capital adequacy, regulators also consider other factors such as interest rate risk exposure; liquidity, funding and market risks; quality and level of earnings; concentrations of credit, quality of loans and investments; risks of any nontraditional activities; effectiveness of bank policies; and management’s overall ability to monitor and control risks.

At ~~September~~June 30, ~~2019,~~2020, both wethe Company and the Bank met all the capital adequacy requirements to which wethe Company and the Bank were subject. At ~~September~~June 30, ~~2019,~~2020, the Bank was “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since ~~September~~June 30, ~~2019~~2020 that would materially adversely change such capital classifications. From time to time, we may need to raise additional capital to support ~~our~~the Company’s and the Bank’s further growth and to maintain our “well capitalized” status.

Table of Contents

The following table presents ~~our~~the Company’s and the Bank’s regulatory capital ratios as of the dates indicated.

	September 30, 2019					December 31, 2018					June 30, 2020					December 31, 2019
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)										(Dollars in thousands)
South Plains Financial, Inc.:
Total capital (to risk-weighted assets)	$	388,748		17.38	%	$	309,798		14.28	%	$	395,127		14.32	%	$	373,684		14.88	%
Tier 1 capital (to risk-weighted assets)		337,920		15.11			260,020		11.98			334,080		12.11			322,835		12.85
CET 1 capital (to risk-weighted assets)		292,920		13.10			215,020		9.91			289,080		10.47			277,835		11.06
Tier 1 capital (to average assets)		337,920		12.17			260,020		9.63			334,080		9.60			322,835		10.74

City Bank:
Total capital (to risk-weighted assets)	$	308,841		13.81	%	$	294,572		13.58	%	$	383,541		13.90	%	$	368,322		14.67	%
Tier 1 capital (to risk-weighted assets)		284,485		12.72			271,266		12.50			348,975		12.65			343,945		13.70
CET 1 capital (to risk-weighted assets)		284,485		12.72			271,266		12.50			348,975		12.65			343,945		13.70
Tier 1 capital (to average assets)		284,485		10.25			271,266		10.05			348,975		10.04			343,945		11.45

41Treasury Stock

~~Table~~On March 13, 2020, the Company approved a stock buyback program pursuant to which the Company may, from time to time, purchase up to $10.0 million of ~~Contents~~its outstanding shares of common stock (the “Program”). The shares may be repurchased from time to time in privately negotiated transactions or the open market, including pursuant to Rule 10b5-1 trading plans, and in accordance with applicable regulations of the SEC. The timing and exact amount of any repurchases will depend on various factors including, the performance of the Company’s stock price, general market and other conditions, applicable legal requirements and other factors. The Program has an expiration date of April 15, 2021. The Program may be terminated or amended by the Company’s board of directors at any time prior to the expiration date. On April 16, 2020, the Company announced a temporary suspension of the Program. Suspending the stock repurchase program will allow the Company to preserve capital and provide liquidity to meet the credit needs of the customers, small businesses and local communities served by the Company and City Bank. The Company believes that it remains strong and well-capitalized, and the Company may reinstate the stock repurchase program in the future.

During the three months ended June 30, 2020, the Company purchased 4,700 shares of its common stock at a weighted average price of $13.03 per share for an aggregate amount of $61,000, and were immediately cancelled. These purchases were all in April 2020 and prior to the Company’s temporary suspension of the Program. The Company accounted for the transactions under the cost method. These transactions are recorded as “Purchase of treasury stock” in the accompanying consolidated statements of changes in stockholders’ equity.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit to our customers is represented by the contractual or notional amount of those instruments. Commitments to extend credit and standby letters of credit are not recorded as an asset or liability by the Company until the instrument is exercised. The contractual or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because 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 uses the same credit policies in making commitments and conditional obligations as they do for on-balance sheet instruments. The amount and nature of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the potential borrower.

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 short-term borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments for which collateral is deemed necessary.

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The following table summarizes commitments we have made as of the dates presented.

	September 30, 2019			December 31, 2018		June 30, 2020			December 31, 2019
	(Dollars in thousands)					(Dollars in thousands)
Commitments to grant loans and unfunded commitments under lines of credit		$	376,155	$	346,245		$	460,429	$	409,969
Standby letters of credit			9,967		5,062			9,833		10,748
Total		$	386,122	$	351,307		$	470,262	$	420,717

We use our line of credit with the FHLB to take out letters of credit. These letters of credit pledged as collateral for certain public fund deposits. These letters of credit are off-balance sheet liabilities and would only be funded in the event of a default by the Company. See “Borrowed Funds - FHLB Advances” herein for a discussion for amounts of letters of credit.

We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Interest Rate Sensitivity and Market Risk

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

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

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

~~Table of Contents~~

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model. All of the assumptions used in our analyses 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.

On a quarterly basis, we run a simulation model for a static balance sheet and other scenarios. These models test the impact on net interest income from changes in market interest rates under various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding internal rate risk simulations currently specifies that for gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 7.5% for a 100 basis point shift, 15% for a 200 basis point shift, and 22.5% for a 300 basis point shift.

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The following tables summarize the simulated change in net interest income over a 12-month horizon as of the dates indicated:

	September 30, 2019			December 31, 2018			June 30, 2020		December 31, 2019
Change in Interest Rates (Basis Points)	Percent Change in Net Interest Income			Percent Change in Net Interest Income			Percent Change in Net Interest Income		Percent Change in Net Interest Income
+300		0.79			(0.95	)		7.01		(2.44	)
+200		0.84			(0.39	)		4.90		(1.40	)
+100		0.54			0.06			2.91		(0.71	)
-100		(1.11	)		(1.90	)		1.01		(0.23	)

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Form 10-Q have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.

~~Non-GAAP Financial Measures~~

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures discussed in this Form 10-Q as being non-GAAP financial measures. 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 United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Form 10-Q 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 in which we calculate the non-GAAP financial measures that we discuss in this Form 10-Q may differ from that of other companies reporting measures with similar names. It is important to understand how other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this Form 10-Q when comparing such non-GAAP financial measures.

~~Table of Contents~~

~~Tangible Book Value Per Common Share~~. Tangible book value per share is a non-GAAP measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share. We believe that the tangible book value per common share measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

~~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 calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common shareholders’ equity to total assets. We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total shareholders’ equity and assets while not increasing our tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and then presents book value per common share, tangible book value per common share, total stockholders’ equity to total assets, and tangible common equity to tangible assets:

September 30,
2019

December 31,
2018

(Dollars in thousands)
Total stockholders’ equity
$
299,027

$
212,775

Less: Goodwill and other intangibles
(2,464
)
-

Tangible common equity
$
296,563

$
212,775

Total assets
$
2,795,582

$
2,712,745

Less: Goodwill and other intangibles
(2,464
)
-

Tangible assets
$
2,793,118

$
2,712,745

Shares outstanding
18,004,323

14,771,520

Total stockholders’ equity to total assets
10.70
%
7.84
%
Tangible common equity to tangible assets
10.62
%
7.84
%
Book value per share
$
16.61

$
14.40

Tangible book value per share
$
16.47

$
14.40

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.

The Jumpstart Our Business Startups Act (the “JOBS Act”) permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have elected to take advantage of this extended transition period, which means that the financial statements included in this Form 10-Q, as well as any financial statements that we file in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments. Additional information about these policies can be found in Note 1 of the Company’s consolidated financial statements as of ~~September~~June 30, ~~2019.~~2020.

Basis of Presentation and Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

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Cash and Cash Equivalents. The Company includes all cash on hand, balances due from other banks, and Federal funds sold, all of which have original maturities within three months, as cash and cash equivalents.

Securities. Investment securities may be classified into trading, held-to-maturity, or available-for-sale portfolios. Securities that are held principally for resale in the near term are classified as trading. Securities that management has the ability and positive intent to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Securities not classified as trading or held-to-maturity are available-for-sale and are reported at fair value with unrealized gains and losses excluded from earnings, but included in the determination of other comprehensive income. Management uses these assets as part of its asset/liability management strategy; they may be sold in response to changes in liquidity needs, interest rates, resultant prepayment risk changes, and other factors. Management determines the appropriate classification of securities at the time of purchase. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Realized gains and losses and declines in value judged to be other than temporary are included in gain or loss on sale of securities. The cost of securities sold is based on the specific identification method.

Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the straight-line method, which is not materially different from the effective interest method required by GAAP.

Loans are placed on non-accrual status when, in management’s opinion, collection of interest is unlikely, which typically occurs when principal or interest payments are more than ninety days past due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Company’s allowance for loan losses consists of specific valuation allowances established for probable losses on specific loans and general valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management’s review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank’s loans are generally secured by specific items of collateral including real property, crops, livestock, consumer assets, and other business assets.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on various factors. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

~~Table of Contents~~

Loans Held for Sale. Loans held for sale are comprised of residential mortgage loans. Loans that are originated for best efforts delivery are carried at the lower of aggregate cost or fair value as determined by aggregate outstanding commitments from investors or current investor yield requirements. All other loans held for sale are carried at fair value. Loans sold are typically subject to certain indemnification provisions with the investor; management does not believe these provisions will have any significant consequences.

Goodwill and Other Intangible Assets. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events and circumstances exist that indicate that an impairment test should be performed. Intangible assets with definite lives are amortized over their estimated useful lives.

Recently Issued Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included elsewhere in this Form 10-Q regarding the impact of new accounting pronouncements which we have adopted.

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

The Company manages market risk, which, as a financial institution is primarily interest rate volatility, through the ALCO Committee of the Bank, in accordance with policies approved by its board of directors. The Company uses an interest rate risk simulation model and shock analysis to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Interest Rate Sensitivity and Market Risk” herein for a discussion of how we manage market risk.

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Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) were effective as of the end of the period covered by this Form 10-Q.

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) that occurred during the three months ended ~~September~~June 30, ~~2019~~2020 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

The Company and its subsidiaries are subject to various legal actions, as described in our Annual Report on Form 10-K for the ~~IPO Prospectus.~~year ended December 31, 2019 (the “2019 Annual Report on Form 10-K”) filed with the SEC on March 25, 2020. There are no material developments in the legal actions described in our 2019 Annual Report on Form 10-K.

In connection with the ~~IPO Prospectus.~~ recent acquisition of WTSB), the Company and the Bank filed a lawsuit in the 72nd Judicial District Court of Lubbock County, Texas: South Plains Financial, Inc. and City Bank v. R. Jay Phillips and West Texas State Bank, Case No. 202053938, on April 8, 2020 (as amended). The petition names as defendants Mr. R. Jay Phillips (“Phillips”) and WTSB.

The petition alleges that Phillips, the former Chairman of the Board and Chief Executive Officer of WTSB, made false representations and misstatements to the Company and the Bank regarding the amount of expenses that were to be incurred as a result of WTSB’s termination of its core data processing contract, as required under the terms of the transaction. In particular, the petition alleges that Phillips’ material misrepresentations, which were certified in writing, resulted in an incorrect quantification of WTSB’s transaction-related expenses and, in turn, inflated the consideration paid by the Company. The petition seeks actual damages, punitive damages, exemplary damages, and attorney’s fees, and, alternatively, rescission of the Company’s acquisition of WTSB.

Phillips filed a counterclaim on May 6, 2020 seeking indemnification from City Bank, as successor to WTSB through merger, including reimbursement and payment of expenses incurred in connection with the lawsuit. The Company intends to vigorously pursue its claim; however, it is not possible at this time to determine with any degree of certainty the ultimate outcome of the litigation. If the case is not resolved, the lawsuit could result in costs associated with indemnification of Phillips and advancement of expenses not covered by insurance.

Except as described above or in ~~the IPO Prospectus,~~our 2019 Annual Report on Form 10-K, we are not presently involved in any other litigation, nor to our knowledge is any litigation threatened against us, that in management’s opinion would result in any material adverse effect on our financial position or results of operations or that is not expected to be covered by insurance.

Item 1A.

Risk Factors

In evaluating an investment in any of our securities, investors should consider carefully, among other things, information under the heading “Cautionary ~~Note~~Notice Regarding Forward-Looking Statements” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Quarterly Report on Form 10-Q for the three months ended June 30, 2020 (this “Form 10-Q”) and the risk factors previously disclosed under the heading “Risk Factors” in ~~our IPO Prospectus filed with the SEC on May 9, 2019 pursuant to Rule 424(b) of the Securities Act, in connection with the initial public offering~~Part I, Item 1A of our ~~common stock. There have been no~~2019 Annual Report on Form 10-K. The following risk factors represent material changes in the risk factors disclosed by the Company in ~~its IPO Prospectus.~~the 2019 Annual Report on Form 10-K.

The COVID-19 pandemic is adversely affecting us and our customers, employees, and third-party service providers, and the adverse impacts on our business, financial position, results of operations, and prospects could be significant.

The COVID-19 pandemic continues to negatively impacted the global economy, disrupt global supply chains, lower equity market valuations, create significant volatility and disruption in financial markets, increase unemployment levels and decrease consumer confidence generally. In addition, the pandemic caused the temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. The pandemic could influence the recognition of credit losses in our loan portfolios and increase our allowance for credit losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Furthermore, the pandemic could affect the stability of our deposit base as well as our capital and liquidity position, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, result in lost revenue and cause us to incur additional expenses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize other-than-temporary impairments in future periods on the securities we hold as well as reductions in other comprehensive income.

The extent of the impact of the COVID-19 pandemic on our capital, liquidity, and other financial positions and on our business, results of operations, and prospects will depend on a number of evolving factors, including: (i) the duration, extent, and severity of the pandemic, (ii) the response of governmental and nongovernmental authorities, (iii) the effect on our customers, counterparties, employees, and third-party service providers, (iv) the effect on economies and markets, and (v) the success of hardship relief efforts to bridge the gap to reopening the economy. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of the pandemic’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.

The duration of the pandemic and the resulting business interruptions and related impacts on our business and operations, which will depend on future developments, are highly uncertain and cannot be reasonably estimated at this time. The pandemic could cause us to experience higher credit losses in our lending portfolio, impairment of our goodwill and other financial assets, reduced demand for our products and services, and other negative impacts on our financial position, results of operations, and prospects.

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The U.S. government has implemented programs to directly compensate individuals and grant or loan money to businesses in an effort to provide funding while the economy is shut down and in the process of re-opening. Many banks, including City Bank, have implemented hardship relief programs that include payment deferral and short-term funding options. The success of these programs could mute the effect on the Company’s credit losses, which may be difficult to determine.

A significant number of our borrowers have requested and received short-term loan payment deferrals. Although we expect most of these loans to return to normal payment schedules upon the expiration of their deferral, these deferrals may negatively impact our revenue and other results of operations in the near term and, if not effective in mitigating the effect of the COVID-19 pandemic on our customers, may adversely affect our business and results of operations more substantially over a longer period of time. Moreover, the cumulative effects of the COVID-19 pandemic and the measures implemented by governments to combat the pandemic on the mortgaged properties may cause borrowers to be unable to meet their payment obligations under mortgage loans that we hold and may result in significant losses.

There are no comparable recent events that provide guidance as to the effect the spread of the COVID-19 pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of our known risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Current and future restrictions on our workforce’s access to our facilities and our reliance on third parties could limit our ability to meet customer servicing expectations and have a material adverse effect on our operations.

We rely on business processes and profit center activity that largely depend on people, technology, and the use of complex systems and models to manage our business, including access to information technology systems and models as well as information, applications, payment systems and other services provided by third parties. In response to COVID-19, we have modified our business practices with a majority of our employees working remotely from their homes to have our operations uninterrupted as much as possible. Further, technology in employees’ homes may not be as robust as in our offices and could cause the networks, information systems, applications, and other tools available to employees to be more limited or less reliable than in our offices, the continuation of these work-from-home measures introduces additional operational risk, especially including increased cybersecurity risk. These cyber risks include greater phishing, malware, and other cybersecurity attacks, vulnerability to disruptions of our information technology infrastructure and telecommunications systems for remote operations, increased risk of unauthorized dissemination of confidential information, limited ability to restore the systems in the event of a systems failure or interruption, great risk of a security breach resulting in destruction or misuse of valuable information, and potential impairment of our ability to perform critical functions, including wiring funds, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously disrupt our operations and the operations of any impacted customers.

Moreover, we rely on many third parties in our business operations, including appraisers of real property collateral, vendors that supply essential services such as loan servicers, providers of financial information, systems and analytical tools and providers of electronic payment and settlement systems, and local and federal government agencies, offices, and courthouses. In light of the developing measures responding to the pandemic, many of these entities have limited the availability and access of their services. For example, loan origination could be delayed due to the limited availability of real estate appraisers for the collateral. Loan closings could be delayed related to reductions in available staff in recording offices or the closing of courthouses in certain counties, which slows the process for title work, mortgage and UCC filings in those counties. If the third party service providers continue to have limited capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect our operations.

Changes in market interest rates or capital markets, including volatility resulting from the COVID-19 pandemic, could affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital or liquidity.

The COVID-19 pandemic continues to significantly affect the financial markets and has resulted in a number of Federal Reserve actions. Market interest rates have declined significantly. On March 3, 2020, the 10-year Treasury yield fell below 1.00% for the first time, and the Federal Reserve reduced the target federal funds rate by 50 basis points to 1.00% to 1.25%. On March 15, 2020, the Federal Reserve further reduced the target federal funds rate by 100 basis points to 0.00% to 0.25% and announced a $700 billion quantitative easing program in response to the expected economic downturn caused by the COVID-19 pandemic. The Federal Reserve reduced the interest that it pays on excess reserves from 1.60% to 1.10% on March 3, 2020, and then to 0.10% on March 15, 2020. We expect that these reductions in interest rates, especially if prolonged, could adversely affect our net interest income and margins and our profitability.

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Given our business mix, and the fact that most of our assets and liabilities are financial in nature, we tend to be sensitive to market interest rate movements and the performance of the financial markets. Our primary source of income is net interest income, which is the difference between the interest income generated by our interest-earning assets (consisting primarily of loans and, to a lesser extent, securities) and the interest expense generated by our interest-bearing liabilities. Prevailing economic conditions, fiscal and monetary policies and the policies of various regulatory agencies all affect market rates of interest and the availability and cost of credit, which, in turn, significantly affect financial institutions’ net interest income. If the interest we pay on deposits and other borrowings increases at a faster rate than increases in the interest we receive on loans and investments, net interest income, and, therefore, our earnings, could be affected. Earnings could also be affected if the interest we receive on loans and other investments falls more quickly than the interest we pay on deposits and other borrowings.

In addition, the continued spread of the COVID-19 pandemic has also led to disruption and volatility in financial markets, which could increase our cost of capital and adversely affect our ability to access financial markets, which may in turn affect the value of the subordinated notes. This market volatility has resulted in a significant decline, and we may continue to experience further declines, in our stock price and market capitalization, which could result in goodwill impairment charges.

As a participating lender in the PPP, we are subject to additional risks of litigation from our customers or other parties and regulatory enforcement regarding our processing and forgiveness of PPP loans, as well as risks that the SBA may not fund some or all PPP loan guaranties.

In response to the COVID-19 pandemic, President Trump signed into law the CARES Act on March 27, 2020. Among other things, the CARES Act created a new facility, titled the “Paycheck Protection Program,” to the SBA’s 7(a) Loan Program. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. We are participating as a lender in the PPP and, as of June 30, 2020, the Bank had funded approximately 2,050 loans under the PPP, representing an unpaid principal balance of $215 million.

The PPP opened on April 3, 2020; however, because of the short time frame between the passing of the CARES Act and the opening of the PPP, there was and continues to be ambiguity in the laws, rules, and guidance regarding the requirements and operation of the PPP, which exposes the Company to risks relating to noncompliance with the PPP. For instance, other financial institutions have experienced litigation related to their policies and procedures for accepting and processing applications for the PPP. Any financial liability, litigation costs or reputational damage caused by PPP related litigation could have a material adverse impact on our business, financial condition and results of operations.

In addition, we have credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced. We also have credit risk related to how forgiveness of the PPP loans is handled and how the forgiveness amounts are determined. We cannot predict what operational, credit, or other shortfalls may arise as a result of the Company making loans under the PPP or how such shortfalls may adversely affect our financial condition, results of operations and future prospects.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

We had no sales of equity securities by the Company during the period covered by this Form 10-Q that were not registered with the SEC under the Securities Act. In May 2019, we issued and sold 3,207,000 shares of our common stock, including 507,000 shares of common stock sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, in our initial public offering at an offering price of $17.50 per share, for aggregate gross proceeds of $56.1 million before deducting underwriting discounts and offering expenses, and aggregate net proceeds of $51.4 million after deducting underwriting discounts and offering expenses. All of the shares issued and sold in the initial public offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-230851), which was declared effective by the SEC on May 8, 2019. We made no payments to our directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates in connection with the issuance and sale of the securities registered. Keefe, Bruyette & Woods, Inc., a Stifel Company, and Sandler O’Neill + Partners, L.P. acted as joint book-running managers for the offering. The offering commenced on May 8, 2019, did not terminate until the sale of all of the shares offered, and was closed on May 13, 2019. W~~e used all of the proceeds from this offering, plus cash on hand, to pay the merger consideration in the WTSB acquisition.~~

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

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Item 6.

Exhibits

Exhibit Number		Description
~~2.1~~		Agreement and Plan of Merger, dated July 25, 2019, by and between South Plains Financial, Inc., SPFI Merger Sub, Inc., City Bank and West Texas State Bank (certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; the registrant agrees to furnish copies of any such omitted schedules or exhibits to the SEC upon request) (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Commission on July 25, 2019 (File No. 001-38895))
3.1		Amended and Restated Certificate of Formation of South Plains Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the Commission on April 12, 2019) (File No. 333-230851)

3.2		Amended and Restated Bylaws of South Plains Financial, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 filed with the Commission on April 12, 2019) (File No. 333-230851)
~~10.1~~		Form of WTSB Voting Agreement, dated July 25, 2019, by and among South Plains Financial, Inc., West Texas State Bank and the shareholders of West Texas State Bank party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on July 25, 2019 (File No. 001-38895))
~~10.2~~		Form of WTSB Director Support Agreement, dated July 25, 2019, by and among South Plains Financial, Inc., West Texas State Bank and each non-employee director of West Texas State Bank (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on July 25, 2019 (File No. 001-38895))
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		The following material from South Plains Financial, Inc.’s Form 10-Q for the quarter ended ~~September~~June 30, ~~2019,~~2020, formatted in XBRL (eXtensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Consolidated Financial Statements.

*	Filed with this Form 10-Q

**	Furnished with this Form 10-Q

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SIGNATURES

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

		South Plains Financial, Inc.

Date:	~~November 13, 2019~~August 14, 2020	By:	/s/ Curtis C. Griffith
			Curtis C. Griffith
			Chairman and Chief Executive Officer

Date:	~~November 13, 2019~~August 14, 2020	By:	/s/ Steven B. Crockett
			Steven B. Crockett
			Chief Financial Officer and Treasurer

4954

	Fair Value		Valuation Techniques	Unobservable Inputs	Range of Discounts			Fair Value		Valuation Techniques	Unobservable Inputs	Range of Discounts
September 30, 2019
June 30, 2020
Impaired loans	$	5,522	Third party appraisals or inspections	Collateral discounts and selling costs		0%-100	%	$	7,292	Third party appraisals or inspections	Collateral discounts and selling costs		0%-100	%
Other real estate owned		2,704	Third party appraisals or inspections	Collateral discounts and selling costs		15%-66	%		1,335	Third party appraisals or inspections	Collateral discounts and selling costs		15%-66	%

December 31, 2018
December 31, 2019
Impaired loans	$	9,119	Third party appraisals or inspections	Collateral discounts and selling costs		0%-100	%	$	3,642	Third party appraisals or inspections	Collateral discounts and selling costs		0%-100	%
Other real estate owned		2,285	Third party appraisals or inspections	Collateral discounts and selling costs		15%-66	%		1,883	Third party appraisals or inspections	Collateral discounts and selling costs		15%-66	%

Three Months Ended September 30, 2019	Banking			Insurance			Consolidated
Three Months Ended June 30, 2020										Banking			Insurance			Consolidated
Net interest income	$	26,568		$	—		$	26,568		$	30,448		$	—		$	30,448
Provision for loan loss		(420	)		—			(420	)		(13,133	)		—			(13,133	)
Noninterest income		13,048			1,067			14,115			23,896			1,000			24,896
Noninterest expense		(29,109	)		(919	)		(30,028	)		(34,061	)		(1,146	)		(35,207	)

Income before income taxes		10,087			148			10,235			7,150			(146	)		7,004

Income tax (expense) benefit		(1,945	)		(32	)		(1,977	)		(1,358	)		(31	)		(1,389	)

Net income	$	8,142		$	116		$	8,258		$	5,792		$	(177	)	$	5,615

Three Months Ended September 30, 2018	Banking			Insurance			Consolidated
Three Months Ended June 30, 2019										Banking			Insurance			Consolidated
Net interest income	$	24,788		$	—		$	24,788		$	24,837		$	—		$	24,837
Provision for loan loss		(3,415	)		—			(3,415	)		(875	)		—			(875	)
Noninterest income		11,893			1,402			13,295			12,563			1,140			13,703
Noninterest expense		(28,429	)		(217	)		(28,646	)		(29,098	)		(832	)		(29,930	)

Income before income taxes		4,837			1,185			6,022			7,427			308			7,735

Income tax (expense) benefit		(943	)		(166	)		(1,109	)		(1,590	)		(65	)		(1,655	)

Net income	$	3,894		$	1,019		$	4,913		$	5,837		$	243		$	6,080

	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
September 30, 2019
June 30, 2020
Assets (liabilities) measured at fair value on a recurring basis:
Securities available for sale:
U.S. government and agencies	$	—	$	6,901		$	—	$	6,901		$	—	$	4,816		$	—	$	4,816
State and municipal		—		41,552			—		41,552			—		224,032			—		224,032
Mortgage-backed securities		—		253,878			—		253,878			—		358,304			—		358,304
Collateralized mortgage obligations		—		60,185			—		60,185			—		107,562			—		107,562
Asset-backed and other amortizing securities		—		38,819			—		38,819			—		35,960			—		35,960
Loans held for sale (mandatory)		—		38,321			—		38,321			—		88,980			—		88,980
Mortgage servicing rights		—		1,689			—		1,689			—		3,776			—		3,776
Asset derivatives		—		1,252			—		1,252			—		4,275			—		4,275
Liability derivatives		—		(756	)		—		(756	)		—		(4,038	)		—		(4,038	)

Assets measured at fair value on a non-recurring basis:
Impaired loans		—		—			5,522		5,522			—		—			7,292		7,292
Other real estate owned		—		—			2,704		2,704			—		—			1,335		1,335
Loans held for sale (best efforts)		—		11,815			—		11,815			—		3,794			—		3,794

December 31, 2018
December 31, 2019
Assets (liabilities) measured at fair value on a recurring basis:
Securities available for sale:
U.S. government and agencies	$	74,419	$	10,288		$	—	$	84,707		$	—	$	4,807		$	—	$	4,807
State and municipal		—		32,310			—		32,310			—		94,692			—		94,692
Mortgage-backed securities		—		182,256			—		182,256			—		464,516			—		464,516
Collateralized mortgage obligations												—		107,289			—		107,289
Asset-backed and other amortizing securities		—		38,923			—		38,923			—		36,346			—		36,346
Loans held for sale (mandatory)		—		31,874			—		31,874			—		32,809			—		32,809
Mortgage servicing rights		—		1,270			—		1,270			—		2,054			—		2,054
Asset derivatives		—		1,232			—		1,232			—		814			—		814
Liability derivatives		—		(672	)		—		(672	)		—		(492	)		—		(492	)

Assets measured at fair value on a non-recurring basis:
Impaired loans		—		—			9,119		9,119			—		—			3,642		3,642
Other real estate owned		—		—			2,285		2,285			—		—			1,883		1,883
Loans held for sale (best efforts)		—		6,508			—		6,508			—		16,226			—		16,226

	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value

September 30, 2019
Financial assets:
Cash and cash equivalents	$	244,645	$	244,645	$	—	$	—	$	244,645
Loans, net		1,938,433		—		—		1,937,819		1,937,819
Accrued interest receivable		11,675		—		11,675		—		11,675
Bank-owned life insurance		58,109		—		58,109		—		58,109

Financial liabilities:
Deposits	$	2,285,974	$	2,008,958	$	280,449	$	—	$	2,289,407
Accrued interest payable		2,387		—		2,387		—		2,387
Notes payable & other borrowings		95,000		—		95,000		—		95,000
Junior subordinated deferrable interest debentures		46,393		—		46,393		—		46,393
Subordinated debt securities		26,472		—		26,472		—		26,472

Cash paid	$	687

Assets acquired:
Premises and equipment, net	$	24
Customer list		512
Other intangible assets		151
Total assets acquired	$	687

Cash paid			$	76,100

Assets acquired:
Cash and cash equivalents			$	77,903
Interest-bearing time deposits in banks				52,700
Federal funds purchased				26,468
Securities available for sale				68,398
Loans held for investment				195,228
Bank-owned life insurance				10,932
Premises and equipment, net	$	8		4,132
Goodwill		193
Other intangible assets		2,309
Accrued interest receivable				1,114
Core deposit intangible				6,679
Other assets		290		2,648
Total assets acquired	$	2,800	$	446,202

Cash paid	$	2,800
Liabilities assumed
Deposits			$	386,176
Accrued interest payable				55
Deferred tax liability				762
Other liabilities				2,884
Total liabilities assumed			$	389,877
Net assets acquired			$	56,325
Goodwill recorded in acquisition			$	19,775

	Nine Months Ended September 30, 2018
	(Dollars in thousands)
S Corporation
Net income⁽¹⁾	$	23,427

Pro forma C Corporation
Combined effective income tax rate⁽²⁾		16.8	%
Income tax provision ⁽³⁾	$	3,013
Net income	$	14,894