UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2021

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

For the transition period from ________ to ________

Commission File Number 001-38910

TECTONIC FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Texas

82-0764846

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

16200 Dallas Parkway, Suite 190

Dallas, Texas 75248

(Address of principal executive offices)

(972) 720 - 9000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Series B preferred stock, $0.01 par value per share	TECTP	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 such shorter period that the registrant was required to filed 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 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 ☒

The number of shares outstanding of the registrant’s Common Stock as of ~~August~~November 12, 2021 was ~~7,021,953~~7,061,953 shares.

~~Table of Contents~~

TECTONIC FINANCIAL, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		Page
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Balance Sheets as of ~~June~~September 30, 2021 and December 31, 2020	3
	Consolidated Statements of Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	4
	Consolidated Statements of Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	5
	Consolidated Statements of Changes in Shareholders’ Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	6
	Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3032
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5257
Item 4.	Controls and Procedures	5358

PART II. OTHER INFORMATION		54
Item 1.	Legal Proceedings	5459
Item 1A.	Risk Factors	5459
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5460
Item 3.	Defaults upon Senior Securities	5460
Item 4.	Mine Safety Disclosures	5460
Item 5.	Other Information	5460
Item 6.	Exhibits	5461

SIGNATURES		5562

~~Table of Contents~~

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TECTONIC FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

	June 30, 2021			December 31, 2020		September 30, 2021			December 31, 2020
(In thousands, except share amounts)	(Unaudited)					(Unaudited)
ASSETS
Cash and due from banks	$	4,758		$	7,515	$	9,734		$	7,515
Interest-bearing deposits		74,615			38,579		33,661			38,579
Federal funds sold		495			774		568			774
Total cash and cash equivalents		79,868			46,868		43,963			46,868
Securities available for sale		17,933			17,396		17,560			17,396
Securities held to maturity		2,784			5,776		19,658			5,776
Securities, restricted at cost		2,431			2,431		2,432			2,431
Securities, not readily marketable		100			100		100			100
Loans held for sale		21,147			14,864		25,718			14,864
Loans, net of allowance for loan losses of $3,307 and $2,941, respectively		407,504			397,601
Loans, net of allowance for loan losses of $3,898 and $2,941, respectively							428,569			397,601
Bank premises and equipment, net		4,691			4,849		4,786			4,849
Other real estate							517			-
Core deposit intangible, net		878			979		828			979
Goodwill		10,729			10,729		21,440			10,729
Deferred tax asset		290			83		77			83
Other assets		9,067			11,750		8,984			11,750
Total assets	$	557,422		$	513,426	$	574,632		$	513,426

LIABILITIES
Demand deposits:
Non-interest-bearing	$	77,835		$	57,112	$	79,350		$	57,112
Interest-bearing		128,925			116,278		140,316			116,278
Time deposits		177,236			174,625		202,277			174,625
Total deposits		383,996			348,015		421,943			348,015
Borrowed funds		87,544			83,690		50,068			83,690
Subordinated notes		12,000			12,000		12,000			12,000
Other liabilities		7,082			9,708		8,764			9,708
Total liabilities		490,622			453,413		492,775			453,413

SHAREHOLDERS’ EQUITY

Preferred stock, 9.00% fixed to floating rate Series B non-cumulative, perpetual ($0.01 par value; 1,725,000 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020)		17			17
Common stock ($0.01 par value; 40,000,000 shares authorized; 6,568,750 shares issued and outstanding at June 30, 2021 and December 31, 2020)		66			66
Preferred stock, 9.00% fixed to floating rate Series B non-cumulative, perpetual ($0.01 par value; 1,725,000 shares authorized, issued and outstanding at September 30, 2021 and December 31, 2020)							17			17
Common stock, $0.01 par value; 40,000,000 shares authorized; 7,021,953 and 6,568,750 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively							70			66
Additional paid-in capital		39,364			39,201		50,083			39,201
Retained earnings		27,489			20,661		31,811			20,661
Accumulated other comprehensive (loss) income		(136	)		68		(124	)		68
Total shareholders’ equity		66,800			60,013		81,857			60,013
Total liabilities and shareholders’ equity	$	557,422		$	513,426	$	574,632		$	513,426

See accompanying notes to consolidated financial statements.

Table of Contents

TECTONIC FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data and share amounts)	2021		2020		2021		2020		2021		2020		2021		2020
Interest Income
Loan, including fees	$	5,993	$	4,493	$	12,156	$	9,234	$	8,508	$	5,139	$	20,663	$	14,374
Securities		207		210		353		522		264		160		617		682
Federal funds sold		0		0		0		2		-		-		1		2
Interest-bearing deposits		16		19		21		80		12		11		33		91
Total interest income		6,216		4,722		12,530		9,838		8,784		5,310		21,314		15,149
Interest Expense
Deposits		587		1,213		1,248		2,471		619		973		1,867		3,444
Borrowed funds		301		246		590		487		297		264		887		751
Total interest expense		888		1,459		1,838		2,958		916		1,237		2,754		4,195
Net interest income		5,328		3,263		10,692		6,880		7,868		4,073		18,560		10,954
Provision for loan losses		141		475		569		1,263		641		445		1,210		1,709
Net interest income after provision for loan losses		5,187		2,788		10,123		5,617		7,227		3,628		17,350		9,245
Non-interest Income
Trust income		1,532		1,196		2,972		2,472		1,612		1,391		4,584		3,863
Gain on sale of loans		101		0		101		432		-		290		101		722
Advisory income		3,276		2,311		6,293		4,805		3,532		2,775		9,825		7,580
Brokerage income		1,895		1,790		4,360		3,861		2,485		1,387		6,846		5,248
Service fees and other income		1,408		1,222		3,714		2,959		1,632		1,809		5,345		4,769
Rental income		88		57		176		148		88		85		264		232
Total non-interest income		8,300		6,576		17,616		14,677		9,349		7,737		26,965		22,414
Non-interest Expense
Salaries and employee benefits		5,790		4,049		11,558		8,953		6,331		4,741		17,889		13,693
Occupancy and equipment		392		560		819		1,094		503		464		1,322		1,466
Trust expenses		595		372		1,159		927		623		533		1,782		1,460
Brokerage and advisory direct costs		491		560		997		1,046		509		517		1,506		1,563
Professional fees		332		267		782		642		429		367		1,211		1,009
Data processing		266		194		470		385		282		186		753		571
Other		834		661		1,609		1,439		1,333		926		2,941		2,458
Total non-interest expense		8,700		6,663		17,394		14,486		10,010		7,734		27,404		22,220
Income before Income Taxes		4,787		2,701		10,345		5,808		6,566		3,631		16,911		9,439
Income tax expense		1,070		587		2,330		1,293		1,417		733		3,747		2,026
Net Income		3,717		2,114		8,015		4,515		5,149		2,898		13,164		7,413
Preferred stock dividends		388		388		776		776		388		388		1,164		1,164
Net income available to common stockholders	$	3,329	$	1,726	$	7,239	$	3,739	$	4,761	$	2,510	$	12,000	$	6,249

Earnings per common share:
Basic	$	0.51	$	0.26	$	1.10	$	0.57	$	0.68	$	0.38	$	1.79	$	0.95
Diluted		0.50		0.26		1.09		0.57		0.65		0.38		1.74		0.95

Weighted average common shares outstanding		6,568,750		6,568,750		6,568,750		6,568,750		7,021,953		6,568,750		6,721,478		6,568,750
Weighted average diluted shares outstanding		6,630,976		6,568,750		6,630,976		6,568,750		7,272,993		6,568,750		6,909,859		6,568,750

See accompanying notes to consolidated financial statements.

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TECTONIC FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,					Nine Months Ended September 30,
(In thousands)	2021		2020		2021			2020		2021		2020			2021			2020
Net Income	$	3,717	$	2,114	$	8,015		$	4,515	$	5,149	$	2,898		$	13,164		$	7,413
Other comprehensive income (loss):
Change in unrealized gain (loss) on investment securities available for sale		30		22		(260	)		90		15		(8	)		(244	)		82
Tax effect		5		5		(56	)		19		3		(2	)		(52	)		17
Other comprehensive income (loss)		25		17		(204	)		71		12		(6	)		(192	)		65
Comprehensive Income	$	3,742	$	2,131	$	7,811		$	4,586	$	5,161	$	2,892		$	12,972		$	7,478

See accompanying notes to consolidated financial statements.

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TECTONIC FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands)	Series B Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total			Series B Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance at January 1, 2020	$	17	$	66	$	39,050	$	11,288		$	54		$	50,475		$	17	$	66	$	39,050	$	11,288		$	54		$	50,475
Dividends paid on Series B preferred stock		-		-		-		(388	)		-			(388	)		-		-		-		(388	)		-			(388	)
Net income		-		-		-		2,401			-			2,401			-		-		-		2,401			-			2,401
Other comprehensive income		-		-		-		-			54			54			-		-		-		-			54			54
Stock based compensation		-		-		24		-			-			24			-		-		24		-			-			24
Balance at March 31, 2020		17		66		39,074		13,301			108			52,566			17		66		39,074		13,301			108			52,566
Dividends paid on Series B preferred stock		-		-		-		(388	)		-			(388	)		-		-		-		(388	)		-			(388	)
Net income		-		-		-		2,114			-			2,114			-		-		-		2,114			-			2,114
Other comprehensive income		-		-		-		-			17			17			-		-		-		-			17			17
Stock based compensation		-		-		21		-			-			21			-		-		21		-			-			21
Balance at June 30, 2020	$	17	$	66	$	39,095	$	15,027		$	125		$	54,330			17		66		39,095		15,027			125			54,330
Dividends paid on Series B preferred stock																	-		-		-		(388	)		-			(388	)
Net income																	-		-		-		2,898			-			2,898
Other comprehensive income																	-		-		-		-			(6	)		(6	)
Stock based compensation																	-		-		17		-			-			17
Balance at September 30, 2020																$	17	$	66	$	39,112	$	17,537		$	119		$	56,851

Balance at January 1, 2021	$	17	$	66	$	39,201	$	20,661		$	68		$	60,013		$	17	$	66	$	39,201	$	20,661		$	68		$	60,013
Dividends paid on Series B preferred stock		-		-		-		(388	)		-			(388	)		-		-		-		(388	)		-			(388	)
Net income		-		-		-		4,298			-			4,298			-		-		-		4,298			-			4,298
Other comprehensive loss		-		-		-		-			(229	)		(229	)		-		-		-		-			(229	)		(229	)
Stock based compensation		-		-		85		-			-			85			-		-		85		-			-			85
Balance at March 31, 2021		17		66		39,286		24,571			(161	)		63,779			17		66		39,286		24,571			(161	)		63,779
Dividends paid on Series B preferred stock		-		-		-		(388	)		-			(388	)		-		-		-		(388	)		-			(388	)
Dividends paid on common stock								(411	)					(411	)								(411	)					(411	)
Net income		-		-		-		3,717			-			3,717			-		-		-		3,717			-			3,717
Other comprehensive income		-		-		-		-			25			25			-		-		-		-			25			25
Stock based compensation		-		-		78		-			-			78			-		-		78		-			-			78
Balance at June 30, 2021	$	17	$	66	$	39,364	$	27,489		$	(136	)	$	66,800			17		66		39,364		27,489			(136	)		66,800
Issuance of common stock in Integra acquisition (Note 17)																	-		4		10,646		-			-			10,650
Dividends paid on Series B preferred stock																	-		-		-		(388	)		-			(388	)
Dividends paid on common stock																							(439	)					(439	)
Net income																	-		-		-		5,149			-			5,149
Other comprehensive income																	-		-		-		-			12			12
Stock based compensation																	-		-		73		-			-			73
Balance at September 30, 2021																$	17	$	70	$	50,083	$	31,811		$	(124	)	$	81,857

See accompanying notes to consolidated financial statements.

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TECTONIC FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,						Nine Months Ended September 30,
(In thousands)	2021			2020			2021			2020
Cash Flows from Operating Activities
Net income	$	8,015		$	4,515		$	13,164		$	7,413
Adjustments to reconcile net income to net cash used in operating activities:
Provision for loan losses		569			1,263			1,210			1,709
Depreciation and amortization		163			253			253			328
Accretion of discount on loans		(40	)		(43	)		(50	)		(65	)
Core deposit intangible amortization		101			101			151			151
Securities premium amortization, net		103			24			113			42
Origination of loans held for sale		(22,682	)		(15,616	)		(40,523	)		(31,731	)
Proceeds from payments and sales of loans held for sale		1,415			6,736			1,566			10,687
Gain on sale of loans		(101	)		(432	)		(101	)		(722	)
Stock based compensation		163			45			236			62
Deferred income taxes		(153	)		138			57			102
Servicing asset amortization		0			251
Servicing assets, net								203			180
Net change in:
Other assets		2,697			(1,186	)		2,838			(1,042	)
Other liabilities		(2,626	)		(253	)		(1,197	)		(2,139	)
Net cash used in operating activities		(12,376	)		(4,204	)		(22,080	)		(15,025	)
Cash Flows from Investing Activities
Acquisition of Integra Funding Solutions, LLC								(3,185	)		-
Purchase of securities held to maturity								(16,995	)		-
Purchase of securities available for sale		(153,000	)		(158,043	)		(228,000	)		(239,043	)
Principal payments, calls and maturities of securities available for sale		152,161			157,771			227,531			236,307
Principal payments of securities held to maturity		2,932			507			3,061			542
Purchase of securities, restricted		(4,157	)		(4,112	)		(6,258	)		(6,158	)
Proceeds from sale of securities, restricted		4,157			4,100			6,257			6,145
Net change in loans		4,635			(96,281	)		30,085			(102,178	)
Purchases of premises and equipment		0			(29	)		(152	)		(49	)
Net cash provided by (used in) investing activities		6,728			(96,087	)		12,344			(104,434	)
Cash Flows from Financing Activities
Net change in demand deposits		33,370			98,535			43,742			76,078
Net change in time deposits		2,611			40,638			27,652			(4,209	)
Proceeds from borrowed funds		220,461			215,119			298,961			347,972
Repayment of borrowed funds		(216,607	)		(193,233	)		(361,510	)		(272,936	)
Dividends paid on Series B preferred stock		(776	)		(776	)		(1,164	)		(1,164	)
Dividends paid on common stock		(411	)		0			(850	)		-
Net cash provided by financing activities		38,648			160,283			6,831			145,741
Net change in cash and cash equivalents		33,000			59,992			(2,905	)		26,282
Cash and cash equivalents at beginning of period		46,868			20,203			46,868			20,203
Cash and cash equivalents at end of period	$	79,868		$	80,195		$	43,963		$	46,485

Non Cash Transactions
Transfers from loans to other real estate owned							$	517		$	-
Lease liabilities incurred in exchange for right-of-use assets	$	56		$	118		$	56		$	86
Transfers from loans held for sale to loans held to maturity							$	28,186		$	9,025
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest	$	1,835		$	2,965		$	3,008		$	4,419
Income taxes	$	1,833		$	0		$	4,277		$	2,323

See accompanying notes to consolidated financial statements.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization and Significant Accounting Policies

Tectonic Financial, Inc. (the “Company,” “we,” “us,” or “our”) is a financial holding company that offers, through its subsidiaries, banking and other financial services including trust, investment advisory, securities brokerage, factoring, third-party administration, recordkeeping and insurance services to individuals, small businesses and institutions across the United States.

We operate through 4 main direct and indirect subsidiaries: (i) T Bancshares, Inc. (“TBI”), which was incorporated under the laws of the State of Texas on December 23, 2002 to serve as the bank holding company for T Bank, N.A., a national banking association (the “Bank”), (ii) Sanders Morris Harris LLC (“Sanders Morris”), a registered broker-dealer with the Financial Industry Regulatory Authority (“FINRA”) and registered investment advisor with the Securities and Exchange Commission, (“SEC”), (iii) Tectonic Advisors, LLC (“Tectonic Advisors”), a registered investment advisor registered with the SEC focused generally on managing money for relatively large, affiliated institutions, and (iv) HWG Insurance Agency LLC (“HWG”), an insurance agency registered with the Texas Department of Insurance (“TDI”).

We are headquartered in Dallas, Texas. The Bank operates through a main office located at 16200 Dallas Parkway, Dallas, Texas. Our other subsidiaries operate from offices in Houston, Dallas and Plano, Texas. Our Houston, Texas office is located at 600 Travis Street, 59^th Floor, Houston, Texas, and includes the home offices of Sanders Morris and HWG, as well as Tectonic Advisors’ family office services team. Our other Dallas office, which is a branch office of Sanders Morris, is at 5950 Sherry Lane, Suite 470, Dallas, Texas. Our main office for Tectonic Advisors is in Plano, Texas at 6900 Dallas Parkway, Suite 625, Plano, Texas, and also includes a branch office of HWG.

The Bank offers a broad range of commercial and consumer banking and trust services primarily to small- to medium-sized businesses and their employees, and other ~~institutions, and~~institutions. The Nolan Company (“Nolan”), operating as a division within the Bank, offers third party administration (“TPA”) services, and Integra Funding Solutions, LLC (“Integra”), also operating as a division within the Bank, offers factoring services. The Bank’s technological capabilities, including worldwide free ATM withdrawals, sophisticated on-line banking capabilities, electronic funds transfer capabilities, and economical remote deposit solutions, allow most customers to be served regardless of their geographic location. The Bank serves its local geographic market which includes Dallas, Tarrant, Denton, Collin and Rockwall counties which encompass an area commonly referred to as the Dallas/Fort Worth Metroplex. The Bank also serves the dental and other health professional industries through a centralized loan and deposit platform that operates out of its main office in Dallas, Texas. In addition, the Bank serves the small business community by offering loans guaranteed by the U.S. Small Business Administration (“SBA”) and the U.S. Department of Agriculture (“USDA”).

The Bank offers a wide range of deposit services including demand deposits, regular savings accounts, money market accounts, individual retirement accounts, and certificates of deposit with fixed rates and a range of maturity options. Lending services include commercial loans to small- to medium-sized businesses and professional concerns as well as consumers. The Bank also offers trust services. The Bank’s traditional fiduciary services clients primarily consist of clients of Cain, Watters & Associates, LLC (“Cain Watters”). The Bank, Cain Watters and Tectonic Advisors entered into an advisory services agreement related to the trust operations in April 2006, which has been amended from time to time, most recently in July 2016. See Note 12, Related Parties, to these consolidated financial statements for more information. In addition, the Nolan division of the Bank offers TPA services and provides clients with retirement plan design and administrative services, specializing in ministerial recordkeeping, administration, actuarial and design services for retirement plans of small businesses and professional practices. We believe offering TPA services allows us to serve our clients more fully and to attract new clients to our trust platform.

Basis of Presentation. The consolidated financial statements in this Quarterly Report on Form 10-Q for the three and ~~six~~nine months ended ~~June~~September 30, 2021 (this “Form 10-Q”) include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q adopted by the SEC. Accordingly, the consolidated 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 our consolidated financial statements, and notes thereto, for the year ended December 31, 2020 in the audited financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021 and amended on Form 10-K/A on May 5, 2021.

In the opinion of management, all adjustments that were normal and recurring in nature, and considered necessary, have been included for the fair presentation of the Company’s consolidated financial position and results of operations. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of results that may be expected for the full year ending December 31, 2021.

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Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period, as well as the disclosures provided. Actual results could be significantly different from those estimates. Changes in assumptions or in market conditions could significantly affect the estimates. The determination of the allowance for loan losses, the fair value of stock options, the fair values of financial instruments and other real estate owned, and the status of contingencies are particularly susceptible to significant change in recorded amounts.

Accounting Changes, Reclassifications and Restatements. Certain items in prior financial statements have been reclassified to conform to the current presentation.

Accounting Policy

Factored Receivables

Integra, operating as a division of the Bank, purchases invoices on completed work from its factoring clients. Integra also makes, from time to time, short-term advances to its clients on transportation contracts for upcoming loads or, to a much lesser extent, makes over-advances on the existing purchased invoices. Funds are advanced to the client based on the applicable advance rate, less fees, as agreed to in each individual factoring agreement. The gross amount (face value) of the invoices purchased are recorded by Integra as factored receivables, and the unadvanced portions of the invoices purchased, less discount and origination fees, are considered deferred client reserves and recorded as other liabilities, in the Company’s consolidated balance sheets. The deferred client reserves are held to settle any payment disputes or collection short payments, and become reserves due to client when the receivables are collected and may be used to pay clients’ obligations to various third parties as directed by the client, or are periodically withdrawn by clients, and are reported as deposits in the Company’s consolidated balance sheets.

Unearned factoring fees and unearned net origination fees are deferred revenue and recognized as interest income in the Company’s consolidated income statements over the weighted average collection period for the entire portfolio of factored receivables. Subsequent factoring fees are recognized in interest income as incurred by the client and deducted from the clients’ reserve balances.

Other factoring-related fees, which include ACH and wire transfer fees, fuel card funding fees, carrier payment fees, fuel advance fees, and other similar fees, are recognized as incurred and are reported by the Company as non-interest income.

Earnings per Share. Basic earnings per share (“EPS”) is computed based on the weighted-average number of shares outstanding during each year. Diluted EPS is computed using the weighted-average shares and all potential dilutive shares outstanding during the period. The following table sets forth the computation of basic and diluted EPS for the following periods:

	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(In thousands, except per share data)	2021		2020		2021		2020		2021		2020		2021		2020
Net income available to common shareholders	$	3,329	$	1,726	$	7,239	$	3,739	$	4,761	$	2,510	$	12,000	$	6,249
Average shares outstanding		6,569		6,569		6,569		6,569		7,022		6,569		6,721		6,569
Effect of dilutive shares		62		0		62		0		251		-		189		-

Average diluted shares outstanding		6,631		6,569		6,631		6,569		7,273		6,569		6,910		6,569

Basic earnings per share	$	0.51	$	0.26	$	1.10	$	0.57	$	0.68	$	0.38	$	1.79	$	0.95
Diluted earnings per share	$	0.50	$	0.26	$	1.09	$	0.57	$	0.65	$	0.38	$	1.74	$	0.95

As of ~~June~~September 30, 2021, options to purchase ~~117,500~~190,000 shares of common stock, with a weighted average exercise price of ~~$4.30,~~$5.62, were included in the computation of diluted net earnings per share, and options to purchase ~~72,500~~40,000 shares of common stock, with a weighted average exercise price of ~~$7.10,~~$10.00, were excluded from the computation of diluted net earnings per share because their effect was anti-dilutive. In addition, as of ~~June~~September 30, 2021, 210,000 shares of restricted stock grants with a grant date fair value of $4.81 per share which vest from 2023 through 2025 were included in the diluted earnings per share calculation.

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Note 2. Securities

A summary of amortized cost and fair value of securities is presented below.

	June 30, 2021								September 30, 2021
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities available for sale:
U.S. government agencies	$	16,140	$	8	$	235	$	15,913	$	15,897	$	8	$	214	$	15,691
Mortgage-backed securities		1,966		54		0		2,020		1,820		49		-		1,869
Total securities available for sale	$	18,106	$	62	$	235	$	17,933	$	17,717	$	57	$	214	$	17,560

Securities held to maturity:
Property assessed clean energy	$	2,784	$	0	$	0	$	2,784
Property Assessed Clean Energy									$	2,735	$	-	$	-	$	2,735
Public Improvement District & Tax Increment Reinvestment Zone										16,923		-		-		16,923
Total securities held to maturity									$	19,658	$	-	$	-	$	19,658
Securities, restricted:
Other	$	2,431	$	0	$	0	$	2,431	$	2,432	$	-	$	-	$	2,432

Securities not readily marketable	$	100	$	0	$	0	$	100	$	100	$	-	$	-	$	100

	December 31, 2020
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities available for sale:
U.S. government agencies	$	14,936	$	38	$	25	$	14,949
Mortgage-backed securities		2,373		74		-		2,447
Total securities available for sale	$	17,309	$	112	$	25	$	17,396

Securities held to maturity:
Property Assessed Clean Energy	$	5,776	$	-	$	-	$	5,776

Securities, restricted:
Other	$	2,431	$	-	$	-	$	2,431

Securities not readily marketable	$	100	$	-	$	-	$	100

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December 31, 2020

(In thousands)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

Securities available for sale:

U.S. government agencies
$ 14,936 $ 38 $ 25 $ 14,949
Mortgage-backed securities
2,373 74 0 2,447
Total securities available for sale
$ 17,309 $ 112 $ 25 $ 17,396

Securities held to maturity:

Property assessed clean energy
$ 5,776 $ 0 $ 0 $ 5,776

Securities, restricted:

Other
$ 2,431 $ 0 $ 0 $ 2,431

Securities not readily marketable
$ 100 $ 0 $ 0 $ 100

Securities available for sale consist of U.S. government agency securities and mortgage-backed securities guaranteed by U.S. government agencies. Securities held to maturity consist of Property Assessed Clean Energy (“PACE”) and Public Improvement District/Tax Increment Reinvestment Zone (“PID/TIRZ”) investments. These investment contracts or bonds located in Texas, California and Florida, originate under a contractual obligation between the property owners, the local county or city administration, and a third-party administrator and sponsor. ~~The~~PACE assessments are created to fund the purchase and installation of energy saving improvements to the property such as solar panels. PID/TIRZ assessments are used to pay for development costs, in this case of a residential subdivision. Generally, as a property assessment, the total assessment is repaid in installments over a period of 105 to 1532 years by the then current property owner(s). Each installment is collected by the County or City Tax Collector where the property is located. The assessments are an obligation of the property. Securities, restricted consist of Federal Reserve Bank of Dallas (“FRB”) and Federal Home Loan Bank of Dallas (“FHLB”) stock, which are carried at cost.

As of ~~June~~September 30, 2021 and December 31, 2020, securities available for sale with a fair value of ~~$364,000~~$202,000 and $554,000, respectively, were pledged against trust deposit balances held at the Bank.

At each of ~~June~~September 30, 2021 and December 31, 2020, the Bank held FRB stock in the amount of $1.2 million. The Bank held FHLB stock in the amount of $1.2 million at each of ~~June~~September 30, 2021 and December 31, 2020. The FRB stock and FHLB stock were classified as restricted securities.

As of ~~June~~September 30, 2021 and December 31, 2020, the Company held an income interest in a private investment, which is not readily marketable, accounted for under the cost method in the amount of $100,000.

The table below indicates the length of time individual investment securities have been in a continuous loss position as of ~~June~~September 30, 2021:

	Less than 12 months				12 months or longer				Total				Less than 12 months				12 months or longer				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. government agencies	$	13,656	$	203	$	1,968	$	32	$	15,624	$	235	$	9,055	$	115	$	5,897	$	99	$	14,952	$	214

The number of investment positions in this unrealized loss position totaled 1110 as of ~~June~~September 30, 2021. The Company does not believe these unrealized losses are “other than temporary” as (i) it does not have the intent to sell the securities prior to recovery and/or maturity and, (ii) it is more likely than not that the Company will not have to sell the securities prior to recovery and/or maturity. Accordingly, as of ~~June~~September 30, 2021, no impairment loss has been realized in the Company’s consolidated statements of income.

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The amortized cost and estimated fair value of securities as of ~~June~~September 30, 2021 are presented below by contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Residential mortgage backed securities are shown separately since they are not due at a single maturity date.

	Available for Sale				Held to Maturity				Available for Sale				Held to Maturity
(In thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	163	$	163	$	0	$	0	$	21	$	21	$	2,678	$	2,678
Due after one year through five years		1,087		1,078		0		0		1,995		1,960		-		-
Due after five years through ten years		11,188		11,061		0		0		10,193		10,096		-		-
Due after ten years		3,702		3,611		2,784		2,784		3,688		3,614		16,980		16,980
Mortgage-backed securities		1,966		2,020		0		0		1,820		1,869		-		-
Total	$	18,106	$	17,933	$	2,784	$	2,784	$	17,717	$	17,560	$	19,658	$	19,658

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Note 3. Loans and Allowance for Loan Losses

Major classifications of loans held for investment are as follows:

(In thousands)	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Commercial and industrial	$	81,446	$	79,864	$	80,921	$	79,864
Consumer installment		3,773		10,259		2,333		10,259
Real estate – residential		5,336		4,319		4,975		4,319
Real estate – commercial		52,826		44,484		64,758		44,484
Real estate – construction and land		7,498		8,396		3,562		8,396
SBA:
SBA 7(a) guaranteed		173,922		164,687		149,881		164,687
SBA 7(a) unguaranteed		50,355		52,179		51,393		52,179
SBA 504		34,852		35,553		34,831		35,553
USDA		803		801		804		801
Factored Receivables						39,001		-
Other						8		-
Gross Loans		410,811		400,542		432,467		400,542
Less:
Allowance for loan losses		3,307		2,941		3,898		2,941
Net loans	$	407,504	$	397,601	$	428,569	$	397,601

During the second quarter of 2020, the Company began participating in the Paycheck Protection Program (“PPP”) which was established by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in response to the COVID-19 pandemic and administered by the SBA. The PPP loans may be forgiven by the SBA and are 100 percent guaranteed by the SBA. Therefore, no allowance for loan losses is allocated to PPP loans. Included in SBA 7(a) guaranteed loans at ~~June~~September 30, 2021, were ~~$86.3~~$49.2 million of loans originated under the PPP.

As of ~~June~~September 30, 2021, our loan portfolio included ~~$70.7~~$67.5 million of loans, approximately ~~17.2%~~15.6% of our total funded loans ~~(21.8%~~(17.6% of total funded loans, net of PPP loans) to the dental industry, as compared to $67.2 million of loans, or 16.8% of total funded loans (21.1% of total funded loans, net of PPP loans), at December 31, 2020. The Bank believes that these loans are to credit worthy borrowers and are diversified geographically.

The Company serves the small business community by offering loans promulgated under the SBA’s 7(a) and 504 loan programs, and loans guaranteed by the USDA. SBA 7(a) and USDA loans are typically guaranteed by each agency in amounts ranging from 75% to 80% of the principal balance. For SBA construction loans, the Company records the guaranteed funded portion of the loans as held for sale. When the SBA loans are fully funded, the Company may sell the guaranteed portion into the secondary market, on a servicing-retained basis, or reclassify from loans held for sale to loans held for investment if the Company determines that holding these loans provide better long-term risk adjusted returns than selling the loans. In calculating gain on the sale of loans, the Company performs an allocation based on the relative fair values of the sold portion and retained portion of the loan. The Company’s assumptions are validated by reference to external market information.

The Company had ~~$21.1~~$25.7 million and $14.9 million of non-PPP SBA loans held for sale as of ~~June~~September 30, 2021 and December 31, 2020, respectively. ~~During~~For the ~~three and six~~nine months ended ~~June~~September 30, 2021, the Company sold ~~$1.1 million of~~one non-PPP SBA ~~loans,~~loan during the second quarter for $1.1 million, resulting in a gain on sale of loans of $101,000. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company elected to reclassify ~~$6.2~~$13.1 million and ~~$15.1~~$28.2 million, respectively, of the SBA 7(a) loans held for sale to loans held for investment.

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Loan Origination/Risk Management.

The Company maintains written loan origination policies, procedures, and processes which address credit quality at several levels including individual loan level, loan type, and loan portfolio levels.

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Commercial and industrial loans, which are predominantly loans to dentists, are underwritten based on historical and projected income of the business and individual borrowers and guarantors. The Company utilizes a comprehensive global debt service coverage analysis to determine debt service coverage ratios. This analysis compares global cash flow of the borrowers and guarantors on an individual credit to existing and proposed debt after consideration of personal and business related other expenses. Collateral is generally a lien on all available assets of the business borrower including intangible assets. Credit worthiness of individual borrowers and guarantors is established through the use of credit reports and credit scores.

Consumer loans are evaluated on the basis of credit worthiness as established through the use of credit reports and credit scores. Additional credit quality indicators include borrower debt to income ratios based on verifiable income sources.

Real estate mortgage loans are evaluated based on collateral value as well as global debt service coverage ratios based on historical and projected income from all related sources including the collateral property, the borrower, and all guarantors where applicable.

The Company originates SBA loans which are sometimes sold into the secondary market. The Company continues to service these loans after sale and is required under the SBA programs to retain specified amounts. The 2 primary SBA loan programs that the Company offers are the basic SBA 7(a) loan guaranty program and the SBA 504 loan program in conjunction with junior lien financing from a Certified Development Company (“CDC”). The SBA has designated the Bank as a “Preferred Lender.” As an SBA Preferred Lender, the Bank has been delegated loan approval, closing and most servicing and liquidation authority from the SBA.

The SBA 7(a) program serves as the SBA’s primary business loan program to help qualified small businesses obtain financing when they might not be eligible for business loans through normal lending channels. Loan proceeds under this program can be used for most business purposes including working capital, machinery and equipment, furniture and fixtures, land and building (including purchase, renovation and new construction), leasehold improvements and debt refinancing. Loan maturity is generally up to 10 years for non-real estate collateral and up to 25 years for real estate collateral. The SBA 7(a) loan is approved and funded by a qualified lender, partially guaranteed by the SBA and subject to applicable regulations. In general, the SBA guarantees up to 75% (100% for PPP loans) of the loan amount depending on loan size. The Company is required by the SBA to service the loan and retain a contractual minimum of 5% on all SBA 7(a) loans, but generally retains 25% (the unguaranteed portion). The servicing spread is 1% of the guaranteed portion of the loan that is sold in the secondary market. Included in the SBA 7(a) loans reflected in this Form 10-Q are the PPP loans originated by the Company and outstanding as of ~~June~~September 30, 2021.

The SBA 504 program is an economic development-financing program providing long-term, low down payment loans to businesses. Typically, a 504 project includes a loan secured from a private-sector lender with a senior lien, a loan secured from a CDC (funded by a 100% SBA-guaranteed debenture) with a junior lien covering up to 40% of the total cost, and a contribution of at least 10% equity from the borrower. Debenture limits are $5.0 million for regular 504 loans and $5.5 million for those 504 loans that meet a public policy goal.

The Company also offers Business & Industry (“B&I”) program loans through the USDA. These loans are similar to the SBA product, except they are guaranteed by the USDA. The guaranteed amount is generally 80%. B&I loans are made to businesses in designated rural areas and are generally larger loans to larger businesses than the SBA 7(a) loans. Similar to the SBA 7(a) product, they can be sold into the secondary market. These loans can be utilized for rural commercial real estate and equipment. The loans can have maturities up to 30 years and the rates can be fixed or variable.

Construction and land development loans are evaluated based on the borrower’s and guarantor’s credit worthiness, past experience in the industry, track record and experience with the type of project being considered, and other factors. Collateral value is determined generally by independent appraisal utilizing multiple approaches to determine value based on property type.

For all loan types, the Company establishes guidelines for its underwriting criteria including collateral coverage ratios, global debt service coverage ratios, and maximum amortization or loan maturity terms.

At the portfolio level, the Company monitors concentrations of loans based on several criteria including loan type, collateral type, industry, geography, and other factors. The Company also performs periodic market research and economic analysis at a local geographic and national level. Based on this research, the Company may from time to time change the minimum or benchmark underwriting criteria applied to the above loan types.

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Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period of repayment performance by the borrower.

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Non-accrual loans, segregated by class of loans, were as follows:

(In thousands)	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Non-accrual loans:
Commercial and industrial					$	94	$	158
Real estate – commercial	$	154	$	158		151		-
SBA guaranteed		2,471		1,118		4,233		1,118
SBA unguaranteed		1,079		517		1,212		517
Total	$	3,704	$	1,793	$	5,690	$	1,793

The restructuring of a loan is considered a “troubled debt restructuring” if due to the borrower’s financial difficulties, the Company has granted a concession that the Company would not otherwise consider. This may include a transfer of real estate or other assets from the borrower, a modification of loan terms, or a combination of the two. Modification of loan terms may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules, reductions in collateral and other actions intended to minimize potential losses.

The provisions of the CARES Act include an election to temporarily suspend accounting for troubled debt restructurings in certain circumstances, such as extensions or deferrals, related to the COVID-19 pandemic. This temporary suspension may only be applied to modifications of loans that were not more than 30 days past due as of December 31, 2019. If elected, the temporary suspension may be applied to eligible modifications executed during the period beginning on March 1, 2020 and, as extended by the Consolidated Appropriations Act, of 2021, ending on the earlier of January 1, 2022 or 60 days after the termination of the COVID-19 national emergency. In 2020, federal banking regulators, in consultation with the Financial Accounting Standards Board (“FASB”), issued interagency statements that included similar guidance on their approach for the accounting of loan modifications in light of the economic impact of the COVID-19 pandemic that provide that short-term modifications and additional accommodations made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings. The Company elected to adopt these provisions of the CARES Act. At ~~June~~September 30, 2021, there were 26 loans in COVID-19-related deferment with an aggregate outstanding balance of approximately ~~$3.2~~$10.3 million. At December 31, 2020, there were 11 loans in COVID-19-related deferment with an aggregate outstanding balance of approximately $4.3 million. The increase in the number and amount of loans with COVID-19-related deferrals is primarily in the SBA segment of the Bank’s loan portfolio.

As of ~~June~~September 30, 2021 and December 31, 2020, there were no loans identified as troubled debt restructurings. There were no new troubled debt restructurings during the ~~six~~nine months ended ~~June~~September 30, 2021 and the year ended December 31, 2020.

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

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The Company’s impaired loans and related allowance is summarized in the following table:

	Unpaid		Recorded		Recorded											Unpaid		Recorded		Recorded
	Contractual		Investment		Investment		Total					Average		Interest		Contractual		Investment		Investment		Total				Average		Interest
	Principal		With No		With		Recorded		Related			Recorded		Income		Principal		With No		With		Recorded		Related		Recorded		Income
(In thousands)	Balance		Allowance		Allowance		Investment		Allowance			Investment		Recognized		Balance		Allowance		Allowance		Investment		Allowance		Investment		Recognized
June 30, 2021												Six Months Ended
September 30, 2021																										Nine Months Ended
Commercial and industrial	$	98	$	98	$	0	$	98	$	0		$	66	$	2	$	94	$	94	$	-	$	94	$	-	$	76	$	2
SBA		10,790		7,226		0		7,226		0			6,397		21		6,962		6,699		-		6,699		-		6,615		21
Total	$	10,888	$	7,324	$	0	$	7,324	$	0		$	6,463	$	23	$	7,056	$	6,793	$	-	$	6,793	$	-	$	6,691	$	23

December 31, 2020												Year Ended														Year Ended
Commercial and industrial	$	0	$	0	$	0	$	0	$	0		$	10	$	0	$	-	$	-	$	-	$	-	$	-	$	10	$	-
Real estate – construction and land		0		0		0		0		0			313		0		-		-		-		-		-		313		-
SBA		6,649		2,976		0		2,976		0			3,206		61		6,649		2,976		-		2,976		-		3,206		61
Total	$	6,649	$	2,976	$	0	$	2,976	$	0	��	$	3,529	$	61	$	6,649	$	2,976	$	-	$	2,976	$	-	$	3,529	$	61

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Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. The Company’s past due loans are as follows:

											Total 90												Total 90
	30-89 Days		90 Days or		Total		Total		Total		Days Past Due		30-89 Days		90 Days or		Total		Total		Total		Days Past Due
(In thousands)	Past Due		More Past Due		Past Due		Current		Loans		Still Accruing		Past Due		More Past Due		Past Due		Current		Loans		Still Accruing
June 30, 2021
September 30, 2021
Commercial and industrial	$	0	$	0	$	0	$	81,446	$	81,446	$	0	$	-	$	-	$	-	$	80,921	$	80,921	$	-
Consumer installment		0		0		0		3,773		3,773		0		-		-		-		2,333		2,333		-
Real estate – residential		214		0		214		5,122		5,336		0		-		-		-		4,975		4,975		-
Real estate – commercial		0		154		154		52,672		52,826		0		-		72		72		64,686		64,758		-
Real estate – construction and land		0		0		0		7,498		7,498		0		-		-		-		3,562		3,562		-
SBA		0		518		518		258,611		259,129		0		63		3,033		3,096		233,009		236,105		-
USDA		0		0		0		803		803		0		-		-		-		804		804		-
Factored Receivables														2,096		352		2,448		36,553		39,001		352
Other														-		-		-		8		8		-
Total	$	214	$	672	$	886	$	409,925	$	410,811	$	0	$	2,159	$	3,457	$	5,616	$	426,851	$	432,467	$	352

December 31, 2020
Commercial and industrial	$	0	$	0	$	0	$	79,864	$	79,864	$	0	$	-	$	-	$	-	$	79,864	$	79,864	$	-
Consumer installment		0		0		0		10,259		10,259		0		-		-		-		10,259		10,259		-
Real estate – residential		0		0		0		4,319		4,319		0		-		-		-		4,319		4,319		-
Real estate – commercial		121		158		279		44,205		44,484		0		121		158		279		44,205		44,484		-
Real estate – construction and land		0		0		0		8,396		8,396		0		-		-		-		8,396		8,396		-
SBA		0		1,635		1,635		250,784		252,419		0		-		1,635		1,635		250,784		252,419		-
USDA		0		0		0		801		801		0		-		-		-		801		801		-
Total	$	121	$	1,793	$	1,914	$	398,628	$	400,542	$	0	$	121	$	1,793	$	1,914	$	398,628	$	400,542	$	-

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including internal credit risk based on past experiences as well as external statistics and factors. Loans are graded in one of six categories: (i) pass, (ii) pass-watch, (iii) special mention, (iv) substandard, (v) doubtful, or (vi) loss. Loans graded as loss are charged-off.

The classifications of loans reflect a judgment about the risks of default and loss associated with the loan. The Company reviews the ratings on credits quarterly. No significant changes were made to the loan risk grading system definitions and allowance for loan loss methodology during the past year. Ratings are adjusted to reflect the degree of risk and loss that is felt to be inherent in each credit. The Company’s methodology is structured so that specific allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss).

~~Table of Contents~~

Credits rated pass are acceptable loans, appropriately underwritten, bearing an ordinary risk of loss to the Company. Loans in this category are loans to highly credit worthy borrowers with financial statements presenting a good primary source as well as an adequate secondary source of repayment.

Credits rated pass-watch loans have been determined to require enhanced monitoring for potential weaknesses which require further investigation. They have no significant delinquency in the past twelve months. This rating causes the loan to be actively monitored with greater frequency than pass loans and allows appropriate downgrade transition if verifiable adverse events are confirmed. This category may also include loans that have improved in credit quality from special mention but are not yet considered pass loans.

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

Table of Contents

Credits rated substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknesses exist in collateral. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed. Guaranteed portions of SBA loans graded substandard are generally on non-accrual due to the limited amount of interest covered by the guarantee, usually 60 days maximum. However, there typically will be no exposure to loss on the principal amount of these guaranteed portions of the loan.

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

Loans classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this asset even though partial recovery may be affected in the future.

The following table summarizes the Company’s internal ratings of its loans as of the dates indicated:

																Pass-		Special
(In thousands)	Pass		Pass- Watch		Special Mention			Substandard		Doubtful		Total		Pass		Watch		Mention		Substandard		Doubtful		Total
June 30, 2021
September 30, 2021
Commercial and industrial	$	80,911	$	437	$	0		$	98	$	0	$	81,446	$	80,493	$	334	$	-	$	94	$	-	$	80,921
Consumer installment		3,773		0		0			0		0		3,773		2,333		-		-		-		-		2,333
Real estate – residential		5,122		0		0	��		214		0		5,336		4,764		-		-		211		-		4,975
Real estate – commercial		52,672		0		0			154		0		52,826		64,607		-		-		151		-		64,758
Real estate – construction and land		7,498		0		0			0		0		7,498		3,562		-		-		-		-		3,562
SBA		251,938		1,631		2,287			3,273		0		259,129		218,010		13,117		2,079		2,899		-		236,105
USDA		803		0		0			0		0		803		804		-		-		-		-		804
Factored Receivables															39,001		-		-		-		-		39,001
Other															8		-		-		-		-		8
Total	$	402,717	$	2,068	$	2,287		$	3,739	$	0	$	410,811	$	413,582	$	13,451	$	2,079	$	3,355	$	-	$	432,467

December 31, 2020
Commercial and industrial	$	79,134	$	730	$	0		$	0	$	0	$	79,864	$	79,134	$	730	$	-	$	-	$	-	$	79,864
Consumer installment		10,259		0		0			0		0		10,259		10,259		-		-		-		-		10,259
Real estate – residential		4,319		0		0			0		0		4,319		4,319		-		-		-		-		4,319
Real estate – commercial		44,326		0		0			158		0		44,484		44,326		-		-		158		-		44,484
Real estate – construction and land		8,396		0		0			0		0		8,396		8,396		-		-		-		-		8,396
SBA		243,533		5,242		1,794			1,850		0		252,419		243,533		5,242		1,794		1,850		-		252,419
USDA		801		0		0			0		0		801		801		-		-		-		-		801
Total	$	390,768	$	5,972	$	1,794		$	2,008	$	0	$	400,542	$	390,768	$	5,972	$	1,794	$	2,008	$	-	$	400,542

Table of Contents

The activity in the allowance for loan losses by portfolio segment for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 is presented below. Management has evaluated the adequacy of the allowance for loan losses by estimating the losses in various categories of the loan portfolio.

(In thousands)	Commercial and Industrial		Consumer Installment			Real Estate Residential		Real Estate Commercial		Real Estate Construction and Land			SBA			USDA		Total			Commercial and Industrial			Consumer Installment			Real Estate Residential			Real Estate Commercial			Real Estate Construction and Land			SBA			USDA		Factored Receivables			Other		Total
Three months ended:
June 30, 2021
September 30, 2021
Beginning Balance	$	1,037	$	100		$	46	$	581	$	111		$	1,264		$	19	$	3,158		$	1,129		$	50		$	76		$	738		$	105		$	1,190		$	19	$	-		$	-	$	3,307
Provision for loan losses		92		(50	)		30		157		(6	)		(82	)		0		141			(57	)		(20	)		(8	)		131			(57	)		11			-		641			-		641
Charge-offs		0		0			0		0		0			0			0		0			-			-			-			-			-			-			-		(73	)		-		(73	)
Recoveries		0		0			0		0		0			8			0		8			-			-			-			-			-			3			-		20			-		23
Net recoveries		0		0			0		0		0			8			0		8
Net recoveries (charge-offs)																						-			-			-			-			-			3			-		(53	)		-		(50	)
Ending balance	$	1,129	$	50		$	76	$	738	$	105		$	1,190		$	19	$	3,307		$	1,072		$	30		$	68		$	869		$	48		$	1,204		$	19	$	588		$	-	$	3,898

June 30, 2020
September 30, 2020
Beginning Balance	$	955	$	75		$	43	$	575	$	138		$	435		$	0	$	2,221		$	1,099		$	90		$	58		$	687		$	179		$	435		$	-	$	-		$	-	$	2,548
Provision for loan losses		144		15			15		112		41			148			0		475			(168	)		(33	)		(15	)		(129	)		(71	)		842			19		-			-		445
Charge-offs		0		0			0		0		0			(149	)		0		(149	)		-			-			-			-			-			(57	)		-		-			-		(57	)
Recoveries		0		0			0		0		0			1			0		1			-			-			-			-			-			2			-		-			-		2
Net charge-offs		0		0			0		0		0			(148	)		0		(148	)		-			-			-			-			-			(55	)		-		-			-		(55	)
Ending balance	$	1,099	$	90		$	58	$	687	$	179		$	435		$	0	$	2,548		$	931		$	57		$	43		$	558		$	108		$	1,222		$	19	$	-		$	-	$	2,938

(In thousands)

Commercial and Industrial

Consumer Installment

Real Estate Residential

Real Estate Commercial

Real Estate Construction and Land

SBA

USDA

Total

Six months ended:

June 30, 2021

Beginning Balance
$ 928 $ 91 $ 52 $ 527 $ 100 $ 1,225 $ 18 $ 2,941
Provision for loan losses
201 (41
)
24 211 5 168 1 569
Charge-offs
0 0 0 0 0 (215
)
0 (215
)
Recoveries
0 0 0 0 0 12 0 12
Net charge-offs
0 0 0 0 0 (203
)
0 (203
)
Ending balance
$ 1,129 $ 50 $ 76 $ 738 $ 105 $ 1,190 $ 19 $ 3,307

June 30, 2020

Beginning Balance
$ 501 $ 27 $ 22 $ 347 $ 76 $ 435 $ 0 $ 1,408
Provision for loan losses
565 63 36 340 103 156 0 1,263
Charge-offs
0 0 0 0 0 (160
)
0 (160
)
Recoveries
33 0 0 0 0 4 0 37
Net recoveries (charge-offs)
33 0 0 0 0 (156
)
0 (123
)
Ending balance
$ 1,099 $ 90 $ 58 $ 687 $ 179 $ 435 $ 0 $ 2,548

(In thousands)	Commercial and Industrial		Consumer Installment			Real Estate Residential		Real Estate Commercial		Real Estate Construction and Land			SBA			USDA		Factored Receivables			Other		Total
Nine months ended:
September 30, 2021
Beginning Balance	$	928	$	91		$	52	$	527	$	100		$	1,225		$	18	$	-		$	-	$	2,941
Provision for loan losses		144		(61	)		16		342		(52	)		179			1		641			-		1,210
Charge-offs		-		-			-		-		-			(215	)		-		(73	)		-		(288	)
Recoveries		-		-			-		-		-			15			-		20			-		35
Net charge-offs		-		-			-		-		-			(200	)		-		(53	)		-		(253	)
Ending balance	$	1,072	$	30		$	68	$	869	$	48		$	1,204		$	19	$	588		$	-	$	3,898

September 30, 2020
Beginning Balance	$	501	$	27		$	22	$	347	$	76		$	435		$	-	$	-		$	-	$	1,408
Provision for loan losses		397		30			21		211		32			999			19		-			-		1,709
Charge-offs		-		-			-		-		-			(218	)		-		-			-		(218	)
Recoveries		33		-			-		-		-			6			-		-			-		39
Net recoveries (charge-offs)		33		-			-		-		-			(212	)		-		-			-		(179	)
Ending balance	$	931	$	57		$	43	$	558	$	108		$	1,222		$	19	$	-		$	-	$	2,938

Table of Contents

The Company’s allowance for loan losses as of ~~June~~September 30, 2021 and December 31, 2020 by portfolio segment and detailed on the basis of the Company’s impairment methodology was as follows:

(In thousands)	Commercial and Industrial		Consumer Installment		Real Estate Residential		Real Estate Commercial		Real Estate Construction and Land		SBA		USDA		Total		Commercial and Industrial		Consumer Installment		Real Estate Residential		Real Estate Commercial		Real Estate Construction and Land		SBA		USDA		Factored Receivables		Other		Total
June 30, 2021
September 30, 2021
Loans individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Loans collectively evaluated for impairment		1,129		50		76		738		105		1,190		19		3,307		1,072		30		68		869		48		1,204		19		588		-		3,898
Ending balance	$	1,129	$	50	$	76	$	738	$	105	$	1,190	$	19	$	3,307	$	1,072	$	30	$	68	$	869	$	48	$	1,204	$	19	$	588	$	-	$	3,898

December 31, 2020
Loans individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Loans collectively evaluated for impairment		928		91		52		527		100		1,225		18		2,941		928		91		52		527		100		1,225		18		-		-		2,941
Ending balance	$	928	$	91	$	52	$	527	$	100	$	1,225	$	18	$	2,941	$	928	$	91	$	52	$	527	$	100	$	1,225	$	18	$	-	$	-	$	2,941

~~Table of Contents~~

The Company’s recorded investment in loans as of June 30, 2021 and December 31, 2020 related to each balance in the allowance for loan losses by portfolio segment and detailed on the basis of the Company’s impairment methodology was as follows:

(In thousands)	Commercial and Industrial		Consumer Installment		Real Estate Residential		Real Estate Commercial		Real Estate Construction and Land		SBA		USDA		Total		Commercial and Industrial		Consumer Installment		Real Estate Residential		Real Estate Commercial		Real Estate Construction and Land		SBA		USDA		Factored Receivables		Other		Total
June 30, 2021
September 30, 2021
Loans individually evaluated for impairment	$	98	$	0	$	0	$	0	$	0	$	7,226	$	0	$	7,324	$	94	$	-	$	-	$	-	$	-	$	6,699	$	-	$	-	$	-	$	6,793
Loans collectively evaluated for impairment		81,348		3,773		5,336		52,826		7,498		251,903		803		403,487		80,827		2,333		4,975		64,758		3,562		229,406		804		39,001		8		425,674
Ending balance	$	81,446	$	3,773	$	5,336	$	52,826	$	7,498	$	259,129	$	803	$	410,811	$	80,921	$	2,333	$	4,975	$	64,758	$	3,562	$	236,105	$	804	$	39,001	$	8	$	432,467

December 31, 2020
Loans individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	2,976	$	0	$	2,976	$	-	$	-	$	-	$	-	$	-	$	2,976	$	-	$	-	$	-	$	2,976
Loans collectively evaluated for impairment		79,864		10,259		4,319		44,484		8,396		249,443		801		397,566		79,864		10,259		4,319		44,484		8,396		249,443		801		-		-		397,566
Ending balance	$	79,864	$	10,259	$	4,319	$	44,484	$	8,396	$	252,419	$	801	$	400,542	$	79,864	$	10,259	$	4,319	$	44,484	$	8,396	$	252,419	$	801	$	-	$	-	$	400,542

Note 4. Leases

The Company leases certain office facilities and office equipment under operating leases. Certain of the leases contain provisions for renewal options, escalation clauses based on increases in certain costs incurred by the lessor, as well as free rent periods and tenant improvement allowances. The Company amortizes office lease incentives and rent escalations on a straight-line basis over the life of the respective leases. The Company has obligations under operating leases that expire between 2021 and 2024 with initial non-cancellable terms in excess of one year.

We recognize our operating leases on our consolidated balance sheet. Right-of-use assets represent our right to utilize the underlying asset during the lease term, while lease liability represents the obligation to make periodic lease payments over the life of the lease. As of ~~June~~September 30, 2021 and December 31, 2020, right-of-use assets totaled ~~$694,000~~$593,000 and $963,000, respectively, and are reported as other assets on our accompanying consolidated balance sheets. The related lease liabilities totaled ~~$752,000~~$657,000 and $1.0 million, respectively, and are reported in other liabilities on our accompanying consolidated balance sheet. As of ~~June~~September 30, 2021, the weighted average remaining lease term is ~~nineteen~~sixteen months, and the weighted average discount rate is ~~4.62%~~4.52%.

As of ~~June~~September 30, 2021, the minimum rental commitments under these noncancelable operating leases are as follows (in thousands):

2021	$	304		$	193
2022		395			403
2023		76			76
2024		7			7
Total minimum rental payments		782			679
Less: Interest		(30	)		(22	)
Present value of lease liabilities	$	752		$	657

Table of Contents

The Company currently receives rental income from nine tenants in its headquarters building for office space the Company does not occupy. Aggregate future minimum rentals to be received under non-cancelable leases as of ~~June~~September 30, 2021 were ~~$886,000~~$814,000 through 2027.

Note 5. Goodwill and Core Deposit Intangible

Goodwill and core deposit intangible assets were as follows:

(In thousands)

June 30,

2021

December 31,

2020

September 30,

2021

December 31,

2020

Goodwill

10,729

21,440

10,729

Core deposit intangible, net

878

979

828

979

~~Table~~

During the three months ended September 30, 2021, the Company recorded goodwill of ~~Contents~~

$10.7 million in connection with the acquisition of Integra. (See Note 17 for details of acquisition).

Core deposit intangible is amortized on a straight line basis over the initial estimated lives of the deposits, which range from five to twelve years. The core deposit intangible amortization totaled $50,000 and ~~$101,000~~$151,000 for ~~each of~~ the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

The carrying basis and accumulated amortization of the core deposit intangible as of ~~June~~September 30, 2021 and December 31, 2020 were as follows:

(In thousands)	June 30, 2021			December 31, 2020			September 30, 2021			December 31, 2020
Gross carrying basis	$	1,708		$	1,708		$	1,708		$	1,708
Accumulated amortization		(830	)		(729	)		(880	)		(729	)
Net carrying amount	$	878		$	979		$	828		$	979

The estimated amortization expense of the core deposit intangible remaining as of ~~June~~September 30, 2021 is as follows:

(In thousands)
2021 remaining	$	101	$	51
2022		208		208
2023		210		210
2024		210		210
2025		149		149
Total	$	878	$	828

Note 6. Deposits

Deposits were as follows:

(In thousands, except percentages)	June 30, 2021				December 31, 2020				September 30, 2021				December 31, 2020
Non-interest bearing demand	$	77,835	20	%	$	57,112	16	%	$	79,350	19	%	$	57,112	16	%
Interest-bearing demand (NOW)		5,289	1			5,060	2			6,452	1			5,060	2
Money market accounts		114,440	30			105,079	30			126,371	30			105,079	30
Savings accounts		9,196	3			6,139	2			7,493	2			6,139	2
Time deposits		177,236	46			174,625	50			202,277	48			174,625	50
Total	$	383,996	100	%	$	348,015	100	%	$	421,943	100	%	$	348,015	100	%

Time deposits of $250,000 and over totaled ~~$77.1~~$82.6 million and $59.6 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively.

Table of Contents

As of ~~June~~September 30, 2021, the scheduled maturities of time deposits were as follows:

(In thousands)
2021	$	57,366	$	34,727
2022		89,836		129,383
2023		16,805		24,314
2024		7,234		7,489
2025		5,503		5,503
Thereafter		492		861
Total	$	177,236	$	202,277

The aggregate amount of demand deposit overdrafts that have been reclassified as loans as of ~~June~~September 30, 2021 and December 31, 2020 was insignificant.

~~Table of Contents~~

Note 7. Borrowed Funds and Subordinated Notes

The Company has a blanket lien credit line with the FHLB with borrowing capacity of ~~$49.7~~$44.3 million secured by commercial loans. The Company determines its borrowing needs and utilizes overnight advance accordingly at varying terms. The Company had 0no borrowings with FHLB as of ~~June~~September 30, 2021 and December 31, 2020.

The Company also has a credit line with the FRB with borrowing capacity of ~~$25.0~~$22.4 million, which is secured by commercial loans. The Company had 0no borrowings under this line from the FRB at ~~June~~September 30, 2021 and December 31, 2020. As part of the CARES Act, the FRB offered secured discounted borrowings to banks who originated PPP loans through the Paycheck Protection Program Liquidity Facility (“PPPLF”). At ~~June~~September 30, 2021, the Bank pledged ~~$87.5~~$50.1 million of PPP loans to the FRB under the PPPLF to borrow ~~$87.5~~$50.1 million of funds at a rate of 0.35%, with maturities ranging from April 2022 through May 2026. PPP loans pledged as collateral for the PPPLF are excluded from the average assets used in the Company’s leverage ratio calculation.

As of ~~June~~September 30, 2021 and December 31, 2020, the Company also had subordinated notes totaling $12.0 million, consisting of $8.0 million issued in 2017 bearing an interest rate of 7.125% payable semi-annually and maturing on July 20, 2027, and $4.0 million issued in 2018 bearing an interest rate of 7.125% payable semi-annually and maturing on March 31, 2028. The subordinated notes are unsecured and subordinated in right of payment to the payment of our existing and future senior indebtedness and structurally subordinated to all existing and future indebtedness of our subsidiaries.

Note 8. Benefit Plans

The Company funds certain costs for medical benefits in amounts determined at the discretion of management. The Company has a retirement savings 401(k) plan covering substantially all employees of the Bank, and a second plan covering substantially all employees of Sanders Morris, Tectonic Advisors and the Company.

Under the plans, the Company matches 100% of the employee’s contribution on the first 1% of the employee’s compensation, and 50% of the employee’s contribution on the next 5% of the employee’s compensation. An eligible employee may contribute up to the annual maximum contribution allowed for a given year under guidance from the Internal Revenue Service. At its discretion, the Company may also make additional annual contributions to the plans. Any discretionary contributions are allocated to employees in the proportion of employee contributions to the total contributions of all participants in the plans. No discretionary contributions were made during the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.

The amount of employer contributions charged to expense under the two plans was ~~$112,000~~$117,000 and ~~$275,000~~$392,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and ~~$101,000~~$96,000 and ~~$224,000~~$321,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, and is included in salaries and employee benefits on the consolidated statements of income. There was no accrual payable to the plans as of ~~June~~September 30, 2021 and December 31, 2020.

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Note 9. Income Taxes

Income tax expense was ~~$1.1~~$1.4 million and ~~$2.3~~$3.7 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and ~~$587,000~~$733,000 and ~~$1.3~~$2.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively. The Company’s effective income tax rate was ~~22.4%~~21.6% and ~~22.5%~~22.2% for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to ~~21.7%~~20.2% and ~~22.3%~~21.5% for the same periods in the prior year, respectively.

Net deferred tax assets totaled ~~$290,000~~$77,000 and $83,000 at ~~June~~September 30, 2021 and December 31, 2020, respectively.

The Company files U.S. federal and state income tax returns.

Note 10. Stock Compensation Plans

The board of directors and shareholders adopted the Tectonic Financial, Inc. 2017 Equity Incentive Plan (“Plan”) in May 2017 in connection with the Company’s acquisition of TBI. The Plan was amended and restated by the Company and its shareholders effective March 27, 2019 in connection with the Company’s initial public offering. The Plan is administered by the Compensation Committee of the Company’s board of directors and authorizes the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants in order to promote the success of the Company’s business. Incentive stock options may be granted only to employees of the Company, or a parent or subsidiary of the Company. The Company reserved 750,000 authorized shares of common stock for the Plan. The term of each stock option is no longer than 10 years from the date of the grant.

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The Company accounts for stock-based employee compensation plans using the fair value-based method of accounting. The fair value of each stock option award is estimated on the date of grant by a third party using a closed form option valuation (Black-Scholes) model. The fair value of each grant award was estimated on the date of grant by a third party using the market approach based on the application of latest 12-month Company metrics to guideline public company multiples.

During the three and nine months ended September 30, 2021, 40,000 shares of restricted stock with an exercise price of $10.00 and an intrinsic value of $6.92 were granted on September 27, 2021, with a contract life through December 31, 2021. These shares of restricted stock vested immediately, and once exercised, the shares are subject to a right of repurchase by the Company under certain circumstances through December 31, 2023. No other shares of restricted stock were issued during the three and nine months ended September 30, 2020. There were no ~~issues,~~ forfeitures or exercises in the Plan during the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.

The number of options outstanding ~~and the weighted average exercise price, respectively,~~ as of ~~both June~~September 30, 2021 and December 31, 2020 was 230,000 and 190,000, respectively, and ~~$5.37.~~the weighted average exercise price as of September 30, 2021 and December 31, 2020 was $6.17 and $5.37, respectively. The weighted average contractual life as of ~~June~~September 30, 2021 and December 31, 2020 was ~~5.87~~5.03 years and 6.37 years, respectively. Stock options outstanding at the end of the period had immaterial aggregate intrinsic values. The weighted-average grant date fair value of the options as of ~~June~~September 30, 2021 and December 31, 2020 was ~~$1.94.~~$5.97 and $1.94, respectively.

As of ~~June~~September 30, 2021, all ~~190,000~~230,000 stock options outstanding were vested, and unrecognized compensation ~~has been fully recognized. As~~cost totals $350,000 related to the right of ~~June~~repurchase period. For the three and nine months ended September 30, 2021, no options were exercised. The Company recorded compensation expense on a straight-line basis over the vesting ~~periods.~~periods, and for the 40,000 shares of restricted stock granted September 27, 2021, over the right of repurchase period. The Company recorded salaries and employee benefits expense on our consolidated statements of income in connection with the Plan of ~~$8,000~~$2,000 and ~~$24,000~~$26,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and ~~$34,000~~$17,000 and ~~$58,000~~$63,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, related to the stock options.

The Company granted restricted stock awards totaling 210,000 shares of common stock on September 30, 2020. The vesting schedules vary by award, with all of the awards vesting over a three-year period from 2023 through 2025.

As of ~~June~~September 30, 2021, all 210,000 awarded shares were outstanding, and the grant date fair value was $4.81. The weighted average contractual life as of ~~June~~September 30, 2021 and December 31, 2020 was ~~2.97~~2.71 years and 3.46 years, respectively. The Company is recording compensation expense on a straight-line basis over the respective vesting periods. The Company recorded salaries and employee benefits expense on our consolidated statements of income in connection with the Plan of ~~$70,000~~$71,000 and ~~$139,000~~$210,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, related to the restricted stock awards. No salaries and benefits expense was recognized related to the restricted stock awards during the three and ~~six~~nine months ended ~~June~~September 30, 2020. As of ~~June~~September 30, 2021, there was ~~$799,000~~$705,000 of unrecognized compensation cost related to the stock awards.

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Note 11. Commitments and Contingencies

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. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the accompanying balance sheets. The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet 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. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The following table summarizes loan commitments:

(In thousands)	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Undisbursed loan commitments	$	23,167	$	19,880	$	22,978	$	19,880
Standby letters of credit		207		162		282		162
Total	$	23,374	$	20,042	$	23,260	$	20,042

The Company is involved in various regulatory inspections, inquiries, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The process of resolving matters through litigation or other means is inherently uncertain, and it is possible that an unfavorable resolution of these matters, will adversely affect the Company, its results of operations, financial condition and cash flows. The Company’s regular practice is to expense legal fees as services are rendered in connection with legal matters, and to accrue for liabilities when payment is probable.

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The Company, through its wholly owned subsidiary Sanders Morris, has uncommitted financing arrangements with clearing brokers that finance its customer accounts, certain broker-dealer balances, and firm trading positions. Although these customer accounts and broker-dealer balances are not reflected on the consolidated balance sheets for financial reporting purposes, Sanders Morris has generally agreed to indemnify these clearing brokers for losses they may sustain in connection with the accounts, and therefore, retains risk on these accounts. Sanders Morris is required to maintain certain cash or securities on deposit with its clearing brokers. Deposits with clearing organizations were $250,000 as of ~~June~~September 30, 2021 and December 31, 2020.

Employment Agreements

The Company is party to amended and restated employment agreements with Patrick Howard, President and Chief Operating Officer of the Company, and Ken Bramlage, Executive Vice President and Chief Financial Officer of the Company. In addition, the Company entered into an employment agreement with A. Haag Sherman, Chief Executive Officer of the Company, in connection with the Company’s merger with Tectonic Holdings and its initial public offering. Messrs. Sherman and Howard’s employment agreements have a four year term and Mr. Bramlage’s employment agreement has a three year term. In connection with the acquisition of Integra, the Bank entered into an employment agreement with Randall W. Woods, Chief Executive Officer of the Integra division of the Bank. Mr. Woods employment agreement has a five year term. Each employment agreement is automatically renewable for an additional one-year term unless either party elects not to renew.

Note 12. Related Parties

Advisors’ service agreements: In January 2006, the Company entered into a services agreement (the “Tectonic Advisors-CWA Services Agreement”) with Cain Watters. The owners of Cain Watters together hold approximately 31% of the voting ownership in the Company. Under the Tectonic Advisors-CWA Services Agreement, Cain Watters pays the Company for due diligence and research services on investment alternatives available to Cain Watters’ clients. The Company earned ~~$180,000~~$222,000 and ~~$484,000~~$705,000 during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and ~~$489,000~~$530,000 and ~~$912,000~~$1.4 million during the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, under the Tectonic Advisors-CWA Services Agreement. These fees are included in investment advisory and other related services in the accompanying consolidated statements of income. The Company had ~~0 amounts receivable at June 30, 2021,~~$100,000 and $43,000 in fees receivable related to these services at September 30, 2021 and December 31, 2020, respectively, which is included in other assets on the consolidated balance sheets.

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Tectonic and Cain Watters are investing an amount equal to approximately 25 basis points, shared ratably, on the portion of assets falling under this service agreement above $2.5 billion, which as of September 30, 2021 represented approximately 1.8% of assets under the agreement, towards marketing costs to provide an incentive to Cain Watters and its planners to generate more asset growth to be managed by Tectonic under its service agreement with Cain Watters. The total increase in marketing costs under this initiative totaled $19,000 for the three and nine months ended September 30, 2021. Future increases in assets under management will increase this cost.

CWA Fee Allocation Agreement: In January 2006, Tectonic Advisors entered into an agreement (the “Fee Allocation Agreement”) with Cain Watters with reference to its advisory agreement with the Bank. Tectonic Advisors had ~~$217,000~~$221,000 and $198,000 payable to Cain Watters related to this agreement at ~~June~~September 30, 2021 and December 31, 2020, respectively, which are included in other liabilities on the accompanying consolidated balance sheets.

As of ~~June~~September 30, 2021, certain officers, directors and their affiliated companies had depository accounts with the Bank totaling approximately ~~$5.1~~$6.4 million. None of those deposit accounts have terms more favorable than those available to any other depositor.

As of ~~June~~September 30, 2021, ~~the Bank had PPP~~there were no loans outstanding to certain of its directors and their affiliated companies totaling $2.8 million in the aggregate. These loans were made to the Bank’s directors and their affiliated companies on the same terms as all other loans originated by the Bank under the PPP. In addition, these loans were approved by the board of directors of the Bank ~~in accordance with the Bank’s regulatory and policy requirements.~~or their affiliated companies.

Note 13. Regulatory Matters

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s and, accordingly, the Company’s business, results of operations and financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under GAAP, regulatory reporting requirements, and regulatory capital standards. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and tier 1 capital to risk-weighted assets, common equity Tier 1 (“CET1”) capital to total risk-weighted assets, and of tier 1 capital to average assets. To be categorized as “well-capitalized” under the prompt corrective action framework, the Bank must maintain (i) a Total risk-based capital ratio of 10%; (ii) a Tier 1 risk-based capital ratio of 8%; (iii) a Tier 1 leverage ratio of 5%; and (iv) a CET1 risk-based capital ratio of 6.5%.

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In addition, the Basel III regulatory capital reforms (“Basel III”) implemented a capital conservation buffer of 2.5% that was fully implemented as of January 1, 2019. The Basel III minimum capital ratio requirements as applicable to the Company and the Bank as of ~~June~~September 30, 2021 are summarized in the table below.

	BASEL III Minimum for Capital Adequacy Requirements			BASEL III Additional Capital Conservation Buffer			BASEL III Ratio with Capital Conservation Buffer			BASEL III Minimum for Capital Adequacy Requirements			BASEL III Additional Capital Conservation Buffer			BASEL III Ratio with Capital Conservation Buffer
Total Risk Based Capital (total capital to risk weighted assets)		8.0	%		2.5	%		10.5	%		8.0	%		2.5	%		10.5	%
Tier 1 Risk Based Capital (tier 1 to risk weighted assets)		6.0	%		2.5	%		8.5	%		6.0	%		2.5	%		8.5	%
Common Equity Tier 1 Risk Based ( CET1 to risk weighted assets)		4.5	%		2.5	%		7.0	%		4.5	%		2.5	%		7.0	%
Tier 1 Leverage Ratio (tier 1 to average assets)		4.0	%		0	%		4.0	%		4.0	%		-	%		4.0	%

Accordingly, a financial institution may be considered “well capitalized” under the prompt corrective action framework, but not satisfy the buffered Basel III capital ratios. As of ~~June~~September 30, 2021, the Bank’s regulatory capital ratios are in excess of the capital conservation buffer and the levels established for “well capitalized” institutions under the Basel III Rules.

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The regulatory capital ratios of the Company and the Bank are as follows:

	Actual					Minimum Capital Required - Basel III					Required to be Considered Well Capitalized					Actual					Minimum Capital Required - Basel III					Required to be Considered Well Capitalized
(In thousands, except percentages)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2021
As of September 30, 2021
Total Capital (to Risk Weighted Assets)
Tectonic Financial, Inc. (consolidated)	$	58,497		20.85	%	$	29,462		10.50	%	$	28,059		10.00	%	$	63,489		18.29	%	$	36,440		10.50	%	$	34,705		10.00	%
T Bank, N.A.		56,590		20.34			29,214		10.50			27,823		10.00			65,526		19.00			36,216		10.50			34,492		10.00
Tier 1 Capital (to Risk Weighted Assets)
Tectonic Financial, Inc. (consolidated)		55,190		19.67			23,850		8.50			22,447		8.00			59,591		17.17			29,499		8.50			27,764		8.00
T Bank, N.A.		53,283		19.15			23,650		8.50			22,258		8.00			61,628		17.87			29,318		8.50			27,593		8.00
Common Equity Tier 1 (to Risk Weighted Assets)
Tectonic Financial, Inc. (consolidated)		37,940		13.52			19,641		7.00			18,238		6.50			42,341		12.20			24,293		7.00			22,558		6.50
T Bank, N.A.		53,283		19.15			19,476		7.00			18,085		6.50			61,628		17.87			24,144		7.00			22,420		6.50
Tier 1 Capital (to Average Assets)
Tectonic Financial, Inc. (consolidated)		55,190		12.43			17,755		4.00			22,194		5.00			59,591		12.55			18,997		4.00			23,747		5.00
T Bank, N.A.		53,283		12.18			17,496		4.00			21,870		5.00			61,628		13.12			18,782		4.00			23,477		5.00

As of December 31, 2020
Total Capital (to Risk Weighted Assets)
Tectonic Financial, Inc. (consolidated)	$	50,987		18.22	%	$	29,379		10.50	%	$	27,980		10.00	%	$	50,987		18.22	%	$	29,379		10.50	%	$	27,980		10.00	%
T Bank, N.A.		50,012		18.25			28,782		10.50			27,411		10.00			50,012		18.25			28,782		10.50			27,411		10.00
Tier 1 Capital (to Risk Weighted Assets)
Tectonic Financial, Inc. (consolidated)		48,046		17.17			23,783		8.50			22,384		8.00			48,046		17.17			23,783		8.50			22,384		8.00
T Bank, N.A.		47,071		17.17			23,299		8.50			21,929		8.00			47,071		17.17			23,299		8.50			21,929		8.00
Common Equity Tier 1 (to Risk Weighted Assets)
Tectonic Financial, Inc. (consolidated)		30,796		11.01			19,586		7.00			18,187		6.50			30,796		11.01			19,586		7.00			18,187		6.50
T Bank, N.A.		47,071		17.17			19,188		7.00			17,817		6.50			47,071		17.17			19,188		7.00			17,817		6.50
Tier 1 Capital (to Average Assets)
Tectonic Financial, Inc. (consolidated)		48,046		11.66			16,480		4.00			20,601		5.00			48,046		11.66			16,480		4.00			20,601		5.00
T Bank, N.A.		47,071		11.58			16,257		4.00			20,322		5.00			47,071		11.58			16,257		4.00			20,322		5.00

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Dividend Restrictions. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared (including those on the Series AB preferred stock) would cause the regulatory capital of the Bank and/or the Company to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years. As of ~~June~~September 30, 2021, approximately ~~$19.3~~$3.6 million was available for the declaration of dividends by the Bank to the Company without prior approval of regulatory agencies and still maintain its “well capitalized” status. In addition, as a Texas corporation, we are restricted under the Texas Business Organizations Code from paying dividends under certain conditions. Under Texas law, we cannot pay dividends to shareholders if the dividends exceed our surplus or if after giving effect to the dividends, we would be insolvent.

In addition to the regulatory requirements of the federal banking agencies, Sanders Morris and Tectonic Advisors are subject to the regulatory framework applicable to registered investment advisors under the SEC’s Division of Investment Management, and additionally, Sanders Morris is regulated by FINRA, which, among other requirements, imposes minimums on its net regulatory capital.

Note 14. Operating Segments

The Company’s reportable segments consist of “Banking,” “Other Financial Services,” and “HoldCo” operations.

The “Banking” segment consists of operations relative to the Company’s full service banking operations, including providing depository and lending services to individual and business customers, and other related banking ~~services.~~services, along with services provided through the factoring operations of the Bank’s Integra division.

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The “Other Financial Services” segment includes managed and directed brokerage, investment advisory services, including related trust company operations, third party administration, and life and disability insurance brokerage services to both individuals and businesses.

The ~~“HoldCo)~~“HoldCo” operations include the operations and subordinated debt held at the Bank’s immediate parent, as well as the activities of the financial holding company which serves as TBI’s parent.

The tables below present the financial information for each segment that is specifically identifiable, or based on allocations using internal methods, for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020:

(In thousands)	Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated
Three Months Ended June 30, 2021
Three Months Ended September 30, 2021
Income Statement
Total interest income	$	6,216	$	0	$	0		$	6,216	$	8,784	$	-	$	-		$	8,784
Total interest expense		669		0		219			888		681		-		235			916
Provision for loan losses		141		0		0			141		641		-		-			641
Net-interest income (loss) after provision for loan losses		5,406		0		(219	)		5,187		7,462		-		(235	)		7,227
Non-interest income		275		8,025		0			8,300		294		9,055		-			9,349
Depreciation and amortization expense		92		36		0			128		96		35		-			131
All other non-interest expense		2,608		5,628		336			8,572		3,397		6,068		414			9,879
Income (loss) before income tax	$	2,981	$	2,361	$	(555	)	$	4,787	$	4,263	$	2,952	$	(649	)	$	6,566

Goodwill and other intangibles	$	9,257	$	2,350	$	0		$	11,607	$	19,918	$	2,350	$	-		$	22,268
Total assets	$	546,818	$	10,228	$	376		$	557,422	$	563,861	$	10,925	$	(154	)	$	574,632

(In thousands)	Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated
Six Months Ended June 30, 2021
Nine Months Ended September 30, 2021
Income Statement
Total interest income	$	12,530	$	0	$	0		$	12,530	$	21,314	$	-	$	-		$	21,314
Total interest expense		1,401		0		437			1,838		2,081		-		673			2,754
Provision for loan losses		569		0		0			569		1,210		-		-			1,210
Net-interest income (loss) after provision for loan losses		10,560		0		(437	)		10,123		18,023		-		(673	)		17,350
Non-interest income		459		17,072		85			17,616		752		26,128		85			26,965
Depreciation and amortization expense		184		74		0			258		280		109		-			389
All other non-interest expense		4,742		11,708		686			17,136		8,138		17,778		1,099			27,015
Income (loss) before income tax	$	6,093	$	5,290	$	(1,038	)	$	10,345	$	10,357	$	8,241	$	(1,687	)	$	16,911

Goodwill and other intangibles	$	9,257	$	2,350	$	0		$	11,607	$	19,918	$	2,350	$	-		$	22,268
Total assets	$	546,818	$	10,228	$	376		$	557,422	$	563,861	$	10,925	$	(154	)	$	574,632

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(In thousands)	Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated
Three Months Ended June 30, 2020
Three Months Ended September 30, 2020
Income Statement
Total interest income	$	4,722	$	0	$	0		$	4,722	$	5,310	$	-	$	-		$	5,310
Total interest expense		1,241		0		218			1,459		1,018		-		219			1,237
Provision for loan losses		475		0		0			475		445		-		-			445
Net-interest income (loss) after provision for loan losses		3,006		0		(218	)		2,788		3,847		-		(219	)		3,628
Non-interest income		191		6,363		22			6,576		604		7,133		-			7,737
Depreciation and amortization expense		92		51		0			143		92		43		-			135
All other non-interest expense		1,369		4,917		234			6,520		2,292		5,054		253			7,599
Income (loss) before income tax	$	1,736	$	1,395	$	(430	)	$	2,701	$	2,067	$	2,036	$	(472	)	$	3,631

Goodwill and other intangibles	$	9,458	$	2,350	$	-		$	11,808	$	9,408	$	2,350	$	-		$	11,758
Total assets	$	520,439	$	9,117	$	319		$	529,875	$	506,861	$	9,155	$	301		$	516,317

(In thousands)	Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated
Six Months Ended June 30, 2020
Nine Months Ended September 30, 2020
Income Statement
Total interest income	$	9,838	$	0	$	0		$	9,838	$	15,149	$	-	$	-		$	15,149
Total interest expense		2,521		0		437			2,958		3,539		-		656			4,195
Provision for loan losses		1,263		0		0			1,263		1,709		-		-			1,709
Net-interest income (loss) after provision for loan losses		6,054		0		(437	)		5,617		9,901		-		(656	)		9,245
Non-interest income		653		14,002		22			14,677		1,257		21,135		22			22,414
Depreciation and amortization expense		186		158		0			344		278		201		-			479
All other non-interest expense		3,400		10,268		474			14,142		5,691		15,323		727			21,741
Income (loss) before income tax	$	3,121	$	3,576	$	(889	)	$	5,808	$	5,189	$	5,611	$	(1,361	)	$	9,439

Goodwill and other intangibles	$	9,458	$	2,350	$	0		$	11,808	$	9,408	$	2,350	$	-		$	11,758
Total assets	$	520,439	$	9,117	$	319		$	529,875	$	506,861	$	9,155	$	301		$	516,317

Note 15. Fair Value of Financials Instruments

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

	●	Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
	●	Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
	●	Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

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Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company has no securities in the Level 1 or Level 3 inputs.

The following table summarizes securities available for sale measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

(In thousands)	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
As of June 30, 2021
As of September 30, 2021
Securities available for sale:
U.S. government agencies	$	0	$	15,913	$	0	$	15,913	$	-	$	15,691	$	-	$	15,691
Mortgage-backed securities		0		2,020		0		2,020		-		1,869		-		1,869
As of December 31, 2020
Securities available for sale:
U.S. government agencies	$	0	$	14,949	$	0	$	14,949	$	-	$	14,949	$	-	$	14,949
Mortgage-backed securities		0		2,447		0		2,447		-		2,447		-		2,447

Market valuations of our investment securities which are classified as level 2 are provided by an independent third party. The fair values are determined by using several sources for valuing fixed income securities. Their techniques include pricing models that vary based on the type of asset being valued and incorporate available trade, bid and other market information. In accordance with the fair value hierarchy, the market valuation sources include observable market inputs and are therefore considered Level 2 inputs for purposes of determining the fair values.

The Company considers transfers between the levels of the hierarchy to be recognized at the end of related reporting periods. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, no assets for which fair value is measured on a recurring basis transferred between any levels of the hierarchy.

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Financial assets measured at fair value on a non-recurring basis during the reported periods include impaired loans and loans held for sale.

Impaired loans. As of ~~June~~September 30, 2021 and December 31, 2020, there were no impaired loans that were reduced by specific valuation allowances.

The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral-dependent impaired loans primarily relate to the specialized discounting criteria applied to the borrower’s reported amount of collateral. The amount of the collateral discount depends upon the condition and marketability of the collateral, as well as other factors which may affect the collectability of the loan. As the Company’s primary objective in the event of default would be to liquidate the collateral to settle the outstanding balance of the loan, collateral that is less marketable would receive a larger discount. During the reported periods, there were no discounts for collateral-dependent impaired loans.

The valuation of our not readily marketable investment securities which are classified as Level 3 are based on the Company’s own assumptions and inputs that are both significant to the fair value measurement, and are unobservable.

Our assessment of the significance of a particular input to the Level 3 fair value measurements in their entirety requires judgment and considers factors specific to the assets. It is reasonably possible that a change in the estimated fair value for instruments measured using Level 3 inputs could occur in the future.

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Loans held for sale. Loans held for sale include the guaranteed portion of SBA and USDA loans and are reported at the lower of cost or estimated fair value. Fair value for SBA and USDA loans is based on market indications available in the market. There were no impairments reported for the periods presented.

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Non-financial assets measured at fair value on a non-recurring basis during the reported periods include other real estate owned which, upon initial recognition, was re-measured and reported at fair value through a charge-off to the allowance for loan losses. Additionally, foreclosed assets which, subsequent to their initial recognition, are re-measured at fair value through a write-down included in other non-interest expense. Regulatory guidelines require the Company to reevaluate the fair value of foreclosed assets on at least an annual basis. The fair value of foreclosed assets, upon initial recognition and impairment, are re-measured using Level 2 inputs based on observable market data. Estimated fair value of other real estate is based on appraisals. Appraisers are selected from the list of approved appraisers maintained by management. ~~As of June~~During the three and nine months ended September 30, 2021, ~~and~~the Company foreclosed on one SBA loan for $517,000, which is reported at fair value as of September 30, 2021. At December 31, 2020, there were no foreclosed assets. There were no foreclosed assets re-measured during the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.

The methods and assumptions used to estimate fair value of financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis are described as follows:

Carrying amount is the estimated fair value for cash and cash equivalents, restricted securities, accrued interest receivable and accrued interest payable. The estimated fair value of demand and savings deposits is the carrying amount since rates are regularly adjusted to market rates and amounts are payable on demand. For borrowed funds and variable rate loans or deposits that re-price frequently and fully, the estimated fair value is the carrying amount. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent re-pricing, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. For loans held for sale, the estimated fair value is based on market indications for similar assets in the active market. The estimated fair value of other financial instruments and off-balance-sheet loan commitments approximate cost and are not considered significant to this presentation.

The Company adds a servicing asset when loans are sold and the servicing is retained, and uses the amortization method for the treatment of the servicing asset. The servicing asset is carried at lower of cost or fair value. Loan servicing assets do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using a discounted cash flow model having significant inputs of discount rate, prepayment speed and default rate. Due to the nature of the valuation inputs, servicing rights are classified within Level 3 of the hierarchy. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company added servicing assets totaling $19,000 in connection with the sale of $1.1 million in loans. There were no sales of loans during the three months ended September 30, 2021. During the ~~six~~three and nine months ended ~~June~~September 30, 2020, the Company added servicing assets totaling ~~$92,000~~$60,000 and $152,000, respectively, in connection with the sale of ~~$6.2~~$3.6 million and $9.8 million, respectively, in ~~loans.~~loans during the three and nine months ended September 30, 2020. For the three and ~~six~~nine months ended ~~June~~September 20, 2020, there was a credit provision of ~~$100,000~~$250,000 to the valuation allowance for servicing assets. There was 0no allowance provision for the three and ~~six~~nine months ended ~~June~~September 30, 2021.

FASB ASC Topic 825, Financial Instruments, requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The estimated fair value approximates carrying value for cash and cash equivalents and accrued interest. The methodologies for other financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis are discussed below.

Securities held to maturity. The securities in this category are ~~Property Assessed Clean Energy~~PID/TIRZ investments. These investment contracts or bonds originate under a contractual obligation between the property owners, the local county administration, and a third-party administrator and sponsor. These investments have no readily determinable fair value.

Loans. The estimated fair value approximates carrying value for variable-rate loans that reprice frequently and with no significant change in credit risk. The fair value of fixed-rate loans and variable-rate loans which reprice on an infrequent basis is estimated by discounting future cash flows using the current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality.

Deposits. The fair values of demand deposits, savings deposits are, by definition, equal to the amount payable on demand and, therefore, approximate their carrying amounts. The fair values for time deposits are estimated using a discounted cash flow calculation that utilizes interest rates currently being offered on time deposits with similar contractual maturities.

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Borrowed Funds. The estimated fair value approximates carrying value for short-term borrowings. The fair value of long-term fixed-rate borrowings is estimated using quoted market prices, if available, or by discounting future cash flows using current interest rates for similar financial instruments. The estimated fair value approximates carrying value for variable-rate junior subordinated deferrable interest debentures that reprice quarterly.

Loan Commitments, Standby and Commercial Letters of Credit. Our lending commitments have variable interest rates and “escape” clauses if the customer’s credit quality deteriorates. Therefore, the fair values of these items are not significant and are not included in the following table.

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Carrying amounts and estimated fair values of other financial instruments by level of valuation input were as follows:

	June 30, 2021				September 30, 2021
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Level 1 inputs:
Cash and cash equivalents	$	79,868	$	79,868	$	43,963	$	43,963
Level 2 inputs:
Securities available for sale		17,933		17,933		17,560		17,560
Securities, restricted		2,431		2,431		2,432		2,432
Loans held for sale		21,147		23,931		25,718		28,724
Accrued interest receivable		2,084		2,084		1,923		1,923
Level 3 inputs:
Securities held to maturity		2,784		2,784		19,658		19,658
Securities not readily marketable		100		100		100		100
Loans, net		407,504		400,170		428,569		418,181
Servicing asset		704		704		626		626
Financial liabilities:
Level 1 inputs:
Non-interest bearing deposits		77,835		77,835		79,350		79,350
Level 2 inputs:
Interest bearing deposits		306,161		312,457		342,593		349,368
Borrowed funds		99,544		99,544		62,068		62,068
Accrued interest payable		599		599		342		342

	December 31, 2020				December 31, 2020
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Level 1 inputs:
Cash and cash equivalents	$	46,868	$	46,868	$	46,868	$	46,868
Level 2 inputs:
Securities available for sale		17,396		17,396		17,396		17,396
Securities, restricted		2,431		2,431		2,431		2,431
Loans held for sale		14,864		16,462		14,864		16,462
Accrued interest receivable		2,440		2,440		2,440		2,440
Level 3 inputs:
Securities held to maturity		5,776		5,776		5,776		5,776
Securities not readily marketable		100		100		100		100
Loans, net		397,601		389,143		397,601		389,143
Servicing asset		809		809		809		809
Financial liabilities:
Level 1 inputs:
Non-interest bearing deposits		57,112		57,112		57,112		57,112
Level 2 inputs:
Interest bearing deposits		290,903		292,174		290,903		292,174
Borrowed funds		95,690		95,690		95,690		95,690
Accrued interest payable		599		599		596		596

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Note 16. Recent Accounting Pronouncements

Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 became effective for most public companies on January 1, 2020, subject to a company’s election to defer implementation due to the COVID-19 pandemic. On July 17, 2019, the FASB proposed to delay the implementation of the current expected credit loss standard (“CECL”) methodology for certain companies including smaller reporting companies (“SRCs”). The Company is a SRC as defined by the SEC. The proposed delay of the implementation of the CECL methodology by FASB was subject to a comment period. At the October 16, 2019 FASB meeting, the FASB voted unanimously to delay the effective date of CECL adoption for SRCs to January 1, 2023. The Company has developed processes for assessment and documentation, model development and validation. While the Company generally expects that the implementation of ASU 2016-13 and the CECL methodology may increase their allowance for loan losses balance, the adoption will be significantly influenced by the composition, characteristics and quality of the loan portfolio, along with the prevailing economic conditions and forecasts as of the adoption date.

ASU 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes.” The guidance issued in this update simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. ASU 2019-12 also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 ~~will be~~was effective for the Company on January 1, 2021, with early adoption permitted, and isdid not ~~expected to~~ have a significant impact on the Company’s consolidated financial statements.

ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs.” ASU 2020-08 clarifies the accounting for the amortization of purchase premiums for callable debt securities with multiple call dates. ASU 2020-8 became effective for the Company on January 1, 2021 and did not have a significant impact on the Company’s consolidated financial statements.

Note 17. ~~Subsequent Event~~Acquisition

On July 1, 2021, we, through our wholly-owned subsidiary TBI, acquired Integra ~~Funding Solutions, LLC, a Texas limited liability company (“Integra”),~~ through the merger of Integra with and into TBI, with TBI surviving the merger. Integra’s activity is reported within our Banking segment. Integra is a factoring company that provides financing to smaller transportation companies across the United States principally by purchasing their accounts receivable at a discount and then collecting such receivables at face value. We believe that the addition of this small business lending vertical ~~will provide~~provides the Bank with additional breadth in its lending platform and ~~enable~~enables the Bank to continue to prudently grow its balance sheet and generate relatively attractive returns on its assets.

Pursuant to the terms of and subject to the conditions set forth in the Agreement and Plan of Merger (the “Merger Agreement”), the transaction provided for the payment to the members of Integra of (a) an amount of cash equal to (i) ~~$2,458,777,~~approximately $2.5 million, subject to certain adjustments described in the Merger Agreement which totaled ~~$739,521,~~$726,721, and (b) 453,203 shares of the Company’s common stock. In addition, the Company incurred $115,726 related to the acquisition of Integra, which is reported in non-interest expense on our consolidated statements of income.

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A summary of the ~~preliminary estimated~~ fair values of assets acquired, liabilities assumed, consideration transferred, and the resulting goodwill, which represents the expected synergies from the merger and is not deductible for tax purposes, is as follows:

(Dollars in thousands)

Assets acquired:

Factored receivables
$ 33,734
Other assets
441
Premises and equipment
24
Loans receivable
1,134
35,333
Liabilities assumed:

Deposits
2,551
Other liabilities
226
Borrowings
28,927
31,704
Fair value of net assets acquired
3,629
Consideration:

Cash paid
3,198
Common stock
10,651
Total consideration
13,849
Goodwill
$ 10,220

(Dollars in thousands)
Assets acquired:
Factored receivables	$	33,442
Other assets		270
Premises and equipment		24
Loans receivable		1,103
		34,839
Liabilities assumed:
Deposits		2,535
Other liabilities		253
Borrowings		28,927
		31,715
Fair value of net assets acquired		3,124
Consideration:
Cash paid		3,185
Common stock		10,650
Total consideration		13,835
Goodwill	$	10,711

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes thereto appearing in Item 1 of Part I of this Quarterly Report on Form 10-Q for the three and ~~six~~nine months ended ~~June~~September 30, 2021 (this “Form 10-Q”), as well as with our consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021 and amended on Form 10-K/A on May 5, 2021 (as amended, the “2020 Form 10-K”).

Cautionary Notice Regarding Forward-Looking Statements

Statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including our expectations, intentions, beliefs, or strategies regarding the future. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may differ materially from those in or implied by such forward-looking statements due to the factors discussed under the section entitled “Risk Factors,” in our 2020 Form 10-K, and under the section entitled “Risk Factors” in this Form 10-Q, including, but not limited to, the following:

●

risks associated with the ongoing COVID-19 global pandemic (“COVID-19”) and the Delta variant (or any other new variant of COVID-19), including, among others, business disruption for our customers, customers’ ability to fulfill their financial obligations to the Company, our employees’ ability to conduct banking and other transactions, the response of governmental authorities to the COVID-19 pandemic, and the emerging Delta variant, and our participation in COVID-19-related government programs such as the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (the “SBA”) and created under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”);

●

risks associated with implementing aspects of our expansion strategy, whether through additional services and products or acquisitions;

●

liquidity risks, including those related to having enough liquid assets to meet depositor demands;

●

the need to hold more capital in order to comply with consolidated capital ratios;

●

competition from other banks, financial institutions and wealth and investment management firms and our ability to retain our clients;

●

the adequacy of our allowance for loan losses;

●

risks associated with generating deposits from retail sources without a branch network so that we can fund our loan portfolio and growth;

●

risks associated with higher cost deposits relative to our peer group, which has an impact on our net interest margin and profits;

●

risks associated with having one referral source, Cain, Watters & Associates, LLC (“Cain Watters”), comprise a substantial part of our business;

●

our reliance on key personnel and the ability to attract and retain the personnel necessary to implement our business plan;

●

changes in the economy generally and the regulatory response thereto;

●

changes in the economy of the State of Texas, our primary market;

●

risks specific to commercial loans and borrowers (particularly dental and SBA loans);

●

our ability to continue to originate loans (including SBA loans);

●

impairment of our goodwill or other intangible assets;

●

claims and litigation pertaining to our fiduciary responsibilities;

●

generating investment returns for our wealth management, brokerage and other customers that are satisfactory to them;

●

changes in interest rates;

●

our ability to maintain a strong core deposit base or other low-cost funding sources;

●

our ability to manage our credit risk;

●

regulatory scrutiny related to our loan portfolio, including commercial real estate;

●

the earning capacity of our borrowers;

●

fluctuation in the value of our investment securities;

●

our inability to identify and address potential conflicts of interest;

●

our ability to maintain effective internal control over financial reporting;

●

the accuracy of estimates and assumptions;

●

the development of an active, liquid market for the Series B preferred stock;

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●

fluctuations in the market price of the Series B preferred stock;

●

our ability to raise additional capital, particularly during times of stress;

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●

the soundness of other counterparty financial institutions and certain securities brokerage firms;

●

technological change in the banking, investment, brokerage and insurance industry;

●

our ability to protect against and manage fraudulent activity, breaches of our information security, and cybersecurity attacks;

●

our reliance on communications, information, operating and financial control systems technology and related services from third-party service providers;

●

natural disasters and epidemics and pandemics, such as the ongoing COVID-19 pandemic and the emerging Delta variant;

●

the effects of terrorism and efforts to combat it;

●

environmental liabilities;

●

regulation of the financial services industry;

●

legislative changes or the adoption of tax reform policies;

●

political instability and changes in tariffs and trade barriers;

●

compliance with laws and regulations, supervisory actions, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”), capital requirements, the Bank Secrecy Act, anti-money laundering laws, consumer laws, and other statutes and regulations;

●

regulation of broker-dealers and investment advisors;

●

the enactment of regulations relating to privacy, information security and data protection;

●

legal and regulatory examinations, proceedings, investigations and inquiries, fines and sanctions;

●

future issuances of preferred stock or debt securities and its impact on the Series B preferred stock;

●

our ability to manage our existing and future preferred stock and indebtedness;

●

our ability to pay dividends;

●

the continuation of securities analysts coverage of the company;

●

our management and board of directors have significant control over our business;

●

risks related to being a “controlled company” under NASDAQ rules;

●

the costs and expenses of being a public company; and

●

changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, including the policies of the Board of Governors of the Federal Reserve System (“Federal Reserve”) and as a result of initiatives of the Biden administration.

You should not place undue reliance on any such forward-looking statements. Any forward-looking statement reflects only information known to us as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

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Other Available Information

We file or furnish with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports required by Section 13(a) or 15(d) of the Exchange Act. Electronic copies of our SEC filings are available to the public at the SEC’s website at https://www.sec.gov. In addition, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other reports required by Section 13(a) or 15(d) of the Exchange Act are available through our website, www.t.financial, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The Company routinely posts important information for investors on its website, www.t.financial. The Company intends to use its website 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 website, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

Our website and the information contained on or accessible through our website is not incorporated by reference into, and is not a part of, this Form 10-Q.

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COVID-19 Update

The Company continues to actively monitor developments related to the COVID-19 pandemic including the progress of COVID-19 vaccines, the emergence of the so-called Delta variant (or any other variants of COVID-19), the effects of the CARES Act and the American Rescue Plan Act of 2021 and the prospects for additional fiscal stimulus programs; however, the extent to which each will impact our operations and financial results in 2021 remains uncertain.

The Consolidated Appropriations Act, 2021, which was signed into law on December 27, 2020, ~~allocated an~~authorized additional ~~$284 billion to~~funds under the ~~SBA to fund a second round~~CARES Act for the origination of PPP ~~and extended~~loans by financial institutions with a term of five years from the application period for the PPP to March 31, 2021. The application period was later extended to the earlier of May 31, 2021, or such date when all PPP funds are exhausted. The Company actively participated in the second round of the PPP and began submitting applications to the SBA for borrowers on January 15, 2021 when the application window opened. The PPP was adjusted for the second round to allow applications from both first time borrowers and those that obtained loans during the first round of the PPP. The revised PPP, among other things, required that borrowers demonstrate or certify that they experienced a 25% or greater reduction in gross receipts from a quarter in 2020 compared to the same quarter in 2019 and certify that current economic uncertainty makes the loan request necessary to support their ongoing operations.funding date. The Bank funded 694 PPP loans, for $66.2 million related to the second round of ~~PPP during the six months ended June 30, 2021, and as~~PPP. As of ~~June~~September 30, 2021, the Bank had ~~$86.3~~$49.2 million of total outstanding PPP loans in its loan portfolio. Management believes that the majority of these PPP loans will ultimately be forgiven by the SBA or repaid in accordance with the terms of the PPP over the coming quarters.

While all industries could experience adverse effects related to the COVID-19 pandemic, the loan portfolio includes customers in industries such as dental, travel, hotel, leisure, retail, convenience store, restaurant and entertainment, which industries have all been adversely impacted by the COVID-19 pandemic. While the Company has not experienced any material losses related to such industries in the portfolio, management recognizes that these industries may take longer to recover and continues to monitor these customers closely. The commercial credit area continues to communicate regularly with the borrowers and monitors their activity closely. This information is used to analyze the performance of these loans and to anticipate any potential issues that these loans may develop so that risk ratings may be appropriately adjusted in a timely manner. During the course of the COVID-19 pandemic, the Company increased its allowance for loan losses from $2.2 million as of March 31, 2020 to $3.3 million as of June 30, 2021, due in part to the changes in the economic environment related to the disruption in business activity as a result of the COVID-19 pandemic. The Company recorded a provision of approximately $141,000 during the three months ended June 30, 2021. At ~~June~~September 30, 2021, there were 2six loans in COVID-19-related deferment with an aggregate outstanding balance of approximately ~~$3.2~~$10.3 million. At December 31, 2020, there were 11 loans in the COVID-19-related deferment with an aggregate outstanding balance of approximately $4.3 million. The increase in the amount of loans with COVID-19-related deferrals is primarily in the SBA segment of the Bank’s loan portfolio.

For more information on the COVID-19 pandemic, see “Recent Developments Related to the COVID-19 Pandemic” in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 1A., “Risk Factors,” in our 2020 Form 10-K.

The impact of the COVID-19 pandemic on the Company for the periods covered by this Form 10-Q is detailed in each applicable section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included below.

General

We are a financial holding company headquartered in Dallas, Texas. We provide a wide array of financial products and services including banking, trust, investment advisory, securities brokerage, factoring, third party administration, recordkeeping and insurance to individuals, small businesses and institutions in all 50 states.

The following discussion and analysis presents our consolidated financial condition as of ~~June~~September 30, 2021 and December 31, 2020, and our consolidated results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. The discussion should be read in conjunction with our financial statements and the notes related thereto in this Form 10-Q and in the audited financial statements in our 2020 Form 10-K.

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We operate through four main direct and indirect subsidiaries: (i) T Bancshares, Inc. (“TBI”), which was incorporated under the laws of the State of Texas on December 23, 2002 to serve as the bank holding company for T Bank, N.A. a national banking association ~~(“the Bank”~~(the “Bank”), (ii) Sanders Morris Harris LLC (“Sanders Morris”), a registered broker-dealer with the Financial Industry Regulatory Authority (“FINRA”), and registered investment advisor with the SEC, (iii) Tectonic Advisors, LLC (“Tectonic Advisors”), a registered investment advisor registered with the SEC focused generally on managing money for relatively large, affiliated institutions, and (iv) HWG Insurance Agency LLC (“HWG”), an insurance agency registered with the Texas Department of Insurance (“TDI”).

Critical Accounting Policies and Estimates

We prepare consolidated financial statements based on accounting principles generally accepted in the United States (“GAAP”) and to customary practices within the financial services industry. These policies, in certain areas, require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we base estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

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We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain at the time we make the accounting estimate and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the financial statements.

Accounting policies related to the allowance for loan losses are considered to be critical as these policies involve considerable subjective judgment and estimation by management. Management has adopted a methodology to properly analyze and determine an adequate loan loss allowance, which includes allowance allocations calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 310, Receivables, and allowance allocations calculated in accordance with FASB ASC Topic 450, Contingencies. The analysis is based on sound, reliable and well documented information and is designed to support an allowance that is adequate to absorb all estimated incurred losses in our loan portfolio. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy, changes in interest rates and the view of the regulatory authorities toward classification of assets. Refer to the 2020 Form 10-K for additional information regarding critical accounting policies.

Performance Summary

Net income available to common shareholders increased ~~$1.6~~$2.3 million, or ~~94.1%~~89.7%, to ~~$3.3~~$4.8 million for the three months ended ~~June~~September 30, 2021, compared to ~~$1.7~~$2.5 million for the three months ended ~~June~~September 30, 2020. Earnings per diluted common share were ~~$0.50~~$0.65 and ~~$0.26~~$0.38 for the three months ended ~~June~~September 30, 2021 and 2020, respectively. Net income available to common shareholders increased ~~$3.5~~$5.8 million, or ~~94.6%~~92.0%, to ~~$7.2~~$12.0 million for the ~~six~~nine months ended ~~June~~September 30, 2021, compared to ~~$3.7~~$6.2 million for the ~~six~~nine months ended ~~June~~September 30, 2020. Earnings per diluted common share was ~~$1.09~~$1.74 and ~~$0.57~~$0.95 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. The increase in earnings was primarily due to increased revenue in the Banking and Other Financial Services segments.

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, this Form 10-Q contains financial information determined by methods other than in accordance with GAAP, which includes return on average tangible common equity. We calculate return on average tangible common equity as net income available to common shareholders (net income less dividends paid on preferred stock) divided by average tangible common equity. We calculate average tangible common equity as average shareholders’ equity less average goodwill, average core deposit intangible and average preferred stock. The most directly comparable GAAP financial measure for tangible common equity is average total shareholders’ equity. We believe these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, measures and ratios prepared in accordance with GAAP.

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For the three months ended ~~June~~September 30, 2021, annual return on average assets was ~~2.71%~~3.61%, compared to ~~1.68%~~2.27% for the same period in the prior year, and annual return on average tangible common equity was ~~38.24%~~60.94%, compared to ~~29.23%~~39.22% for the same period in the prior year. For the ~~six~~nine months ended ~~June~~September 30, 2021, annual return on average assets was ~~3.04%~~3.23%, compared to ~~2.07%~~2.15% for the same period in the prior year, and annual return on average tangible common equity was ~~44.25%~~49.58%, compared to ~~33.42%~~35.36% for the same period in the prior year. The higher annual return ratios for the three and ~~six~~nine months ended ~~June~~September 30, 2021 was due to an increase in income which outpaced the increases in average assets and average tangible common equity compared to the same period in the prior year. The growth in average tangible common equity between the two periods is primarily related to earnings, net of preferred dividends paid, from ~~June~~September 30, 2020 to ~~June~~September 30, 2021. The growth in average assets is primarily attributable to growth in ~~loans.~~loans and to assets acquired from the Company’s acquisition of Integra Funding Solutions, LLC, a Texas limited liability company (“Integra”), on July 1, 2021.

The following table presents non-GAAP reconciliations of annual return on average tangible common equity:

(Dollars in thousands)

As of and
for the
Three Months
Ended June 30, 2021

As of and
for the
Three Months
Ended June 30, 2020

As of and
for the
Six Months
Ended June 30, 2021

As of and
for the
Six Months
Ended June 30, 2020

Income available to common shareholders
$ 3,329 $ 1,726 $ 7,239 $ 3,739

Average shareholders’ equity
$ 63,806 $ 52,841 $ 61,904 $ 51,618
Less: average goodwill
10,729 10,729 10,729 10,729
Less: average core deposit intangible
910 1,112 935 1,137
Less: average preferred stock
17,250 17,250 17,250 17,250
Average tangible common equity
$ 34,917 $ 23,750 $ 32,990 $ 22,502
Annual return on average tangible common equity
38.24
%
29.23
%
44.25
%
33.42
%

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(Dollars in thousands)	As of and for the Three Months Ended September 30, 2021			As of and for the Three Months Ended September 30, 2020			As of and for the Nine Months Ended September 30, 2021			As of and for the Nine Months Ended September 30, 2020
Income available to common shareholders	$	4,761		$	2,510		$	12,000		$	6,249

Average shareholders’ equity	$	70,546		$	54,499		$	64,856		$	52,697
Less: average goodwill		21,440			10,729			14,339			10,729
Less: average core deposit intangible		861			1,062			910			1,112
Less: average preferred stock		17,250			17,250			17,250			17,250
Average tangible common equity	$	30,995		$	25,458		$	32,357		$	23,606
Annual return on average tangible common equity		60.94	%		39.22	%		49.58	%		35.36	%

Total assets grew by ~~$44.0~~$61.2 million, or ~~8.6%~~11.9%, to ~~$557.4~~$574.6 million as of ~~June~~September 30, 2021 from $513.4 million as of December 31, 2020. This increase ~~was primarily due to an increase~~included the addition of ~~$36.0~~$39.0 million of factored receivables and $10.7 million for ~~interest-bearing deposits, $9.9~~goodwill, both resulting from the acquisition of Integra on July 1, 2021, along with increases of $25.2 million for non-PPP SBA loans, net of allowance for loan losses, ~~and $6.3~~$10.9 million for loans held for ~~sale. The increases were offset by decreases of $2.8~~sale, $14.0 million for investments, and $2.0 million for cash and due from ~~banks, $3.0~~banks. The increases were partly offset by decreases of $33.3 million for ~~securities held to maturity~~PPP loans, $4.9 million for interest-bearing deposits, and ~~$2.7~~$2.8 million for other assets. Substantially all loans outside of those made under the PPP are secured by specific collateral, including business assets, consumer assets, and commercial real estate. We anticipate that as the majority of PPP loans are forgiven or paid off, which we believe will occur principally over the next three to six months, and as customers spend down their PPP funds, this will result in a reduction in both loans and borrowings.

Shareholders’ equity increased ~~$6.8~~$21.9 million, or ~~11.3%~~36.5%, to ~~$66.8~~$81.9 million as of ~~June~~September 30, 2021, from $60.0 million as of December 31, 2020. See analysis of shareholders’ equity in the section captioned “Capital Resources and Regulatory Capital Requirements” included elsewhere in this discussion.

Results of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020

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

Net Interest Income

Net interest income is the difference between interest income on interest-earning assets, such as loans, investment securities, and interest-bearing cash, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Changes in net interest income result from changes in volume and spread, and are reflected in the net interest margin, as well as changes in average interest rates. Volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities. Spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Margin refers to net interest income divided by average interest-earning assets, and is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities.

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The Federal Reserve influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. The effective federal funds rate decreased 150 basis points during March 2020 (50 basis points on March 3, 2020 and 100 basis points on March 15, 2020) to zero to 0.25%, where it remained through ~~June~~September 30, 2021.

The following tables present the changes in net interest income and ~~identifies~~identify the changes due to differences in the average volume of interest-earning assets and interest–bearing liabilities and the changes due to changes in the average interest rate on those assets and liabilities. The changes in net interest income due to changes in both average volume and average interest rate have been allocated to the average volume change or the average interest rate change in proportion to the absolute amounts of the change in each.

Three Months Ended ~~June~~September 30, 2021 and 2020

										Three Months Ended
	Three Months Ended June 30, 2021 vs June 30, 2020									September 30, 2021 vs September 30, 2020
	Increase (Decrease) Due to Change in									Increase (Decrease) Due to Change in
(In thousands)	Rate			Average Volume			Total			Rate			Average Volume			Total
Interest-bearing deposits and federal funds sold	$	2		$	(5	)	$	(3	)	$	6		$	(5	)	$	1
Securities		(11	)		8			(3	)		10			94			104
Loans, net of unearned discount ⁽¹⁾		674			826			1,500			2,592			777			3,369
Total earning assets		665			829			1,494			2,608			866			3,474

Savings and interest-bearing demand		(2	)		3			1			-			3			3
Money market deposit accounts		(8	)		10			2			(3	)		12			9
Time deposits		(437	)		(192	)		(629	)		(324	)		(42	)		(366	)
FHLB and other borrowings		(4	)		59			55			3			14			17
Subordinated notes		(1	)		1			-			15			1			16
Total interest-bearing liabilities		(452	)		(119	)		(571	)		(309	)		(12	)		(321	)

Changes in net interest income	$	1,117		$	948		$	2,065		$	2,917		$	878		$	3,795

(1)

Average loans include non-accrual.

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Net interest income increased ~~$2.1~~$3.8 million, or ~~63.6%~~92.7%, from ~~$3.3~~$4.1 million for the three months ended ~~June~~September 30, 2020 to ~~$5.3~~$7.9 million for the three months ended ~~June~~September 30, 2021. Net interest margin for the three months ended ~~June~~September 30, 2021 and 2020 was ~~4.11%~~5.98% and ~~2.74%~~3.37%, respectively, an increase of ~~137~~261 basis points. The increase in net interest income and margin was primarily due to the increase in interest-earning assets attributable to the factored receivables acquired in the Integra acquisition, and the timing of recognition of PPP-related SBA fees. Other changes included ~~an increase in the average volume of loans,~~ a decrease in average rates paid on interest-bearing deposits and decrease in average volume of interest-bearing deposits which were replaced by non-interest-bearing deposits and Paycheck Protection Program Liquidity Facility (“PPPLF”) borrowings.

The average volume of interest-earning assets increased ~~$41.5~~$41.4 million, or ~~8.7%~~8.6%, from ~~$478.2~~$480.8 million for the three months ended ~~June~~September 30, 2020 to ~~$519.7~~$522.2 million for the three months ended ~~June~~September 30, 2021. The average volume of loans increased ~~$59.2~~$40.7 million, or ~~15.7%~~9.9%, from ~~$376.8~~$413.7 million for the three months ended ~~June~~September 30, 2020 to ~~$436.0~~$454.4 million for the three months ended ~~June~~September 30, 2021. ~~PPP loans accounted for $31.1 million of~~The increase in the average volume ~~increase.~~of loans included increases of $39.4 million for organic loan growth and $33.1 million for factored receivables purchased during the three months ended September 30, 2021, partly offset by $32.1 million decrease of PPP loans. The average yield for loans increased 71249 basis points from ~~4.80%~~4.94% for the three months ended ~~June~~September 30, 2020 to ~~5.51%~~7.43% for the three months ended ~~June~~September 30, 2021.

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The increase in the average yield was the result of interest income recorded for the PPP loans and the factored receivables. In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. In 2020, we funded $98.3 million of PPP loans, all during the second quarter of 2020. As of ~~June~~September 30, 2021, approximately ~~$75.6~~$97.3 million of the PPP loans originated in 2020 have been forgiven by the SBA and were paid off or repaid by the ~~borrower, leaving an outstanding balance of $22.7 million as of June 30, 2021.~~borrower. During the ~~six~~nine months ended ~~June~~September 30, 2021, we funded an additional $66.2 million of PPP loans, of which ~~$2.6~~$17.9 million have been forgiven by the SBA and were paid off or repaid by the ~~borrower, leaving an outstanding balance of $63.6 million as of June 30, 2021.~~borrower. Total outstanding PPP loans were ~~$86.3~~$49.2 million as of ~~June~~September 30, 2021. During the three months ended ~~June~~September 30, 2021, we recognized ~~$1.2~~$1.3 million in PPP loan related deferred fees (net of amortization of related deferred origination costs) as a yield adjustment and this amount is included in interest income on loans. This was an increase of $686,000 from the same period in the prior year. As a result of the inclusion of these net fees in interest income, the average yield on PPP loans was ~~6.1%~~8.5% during the three months ended ~~June~~September 30, 2021. For the balance of PPP loans outstanding as of ~~June~~September 30, 2021, we expect to recognize additional PPP loan related deferred fees (net of deferred origination costs) totaling approximately ~~$2.1 million~~$868,000, as a yield adjustment over the remaining expected lives of these loans, with the majority being ~~in 2021.~~recognized during the fourth quarter of 2021 and first quarter of 2022. During the three months ended September 30, 2021, we recognized $2.5 million of interest income related to the factored receivables purchased, with an average yield of 29.0%. Of this amount, $492,000 was related to the discount applicable to the fair value of the factored receivables purchased. Without this discount, the average yield was 23.2%.

The average volume of interest-bearing liabilities increased ~~$13.4~~$15.9 million, or ~~3.4%~~4.1%, from ~~$392.5~~$391.8 million for the three months ended ~~June~~September 30, 2020 to ~~$405.9~~$407.7 million for the three months ended ~~June~~September 30, 2021. The average volume of interest-bearing deposits slightly decreased ~~$53.9 million, or 15.3%, from $353.4 million for the three months ended June 30, 2020 to $299.5 million for the three months ended June 30, 2021,~~$101,000, and the average interest rate paid on interest-bearing deposits decreased 5943 basis points from ~~1.38%~~1.19% for the three months ended ~~June~~September 30, 2020 to ~~0.79%~~0.76% for the three months ended ~~June~~September 30, 2021. ~~Non-interest~~The average volume of non-interest bearing deposits increased ~~$17.5~~$24.1 million, or ~~32.4%~~43.5%, from ~~$54.0~~$55.4 million for the three months ended ~~June~~September 30, 2020 to ~~$71.5~~$79.5 million for the three months ended ~~June~~September 30, 2021. The average cost of deposits during the three months ended ~~June~~September 30, 2021 was impacted by decreases in interest rates paid on money market and time deposits as a result of the aforementioned decrease in market interest rates. The average volume of FHLB and other borrowings increased ~~$67.4~~$16.0 million, or ~~248.6%~~28.9%, from ~~$27.1~~$55.2 million for the three months ended ~~June~~September 30, 2020 to ~~$94.5~~$71.2 million for the three months ended ~~June~~September 30, 2021, consisting entirely of funding from the PPPLF, at an interest rate of 0.35%, used to fund the PPP loans. There were no borrowings from the FHLB for the three months ended ~~June~~September 30, 2021 and 2020.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020

										Nine Months Ended
	Six Months Ended June 30, 2021 vs June 30, 2020									September 30, 2021 vs September 30, 2020
	Increase (Decrease) Due to Change in									Increase (Decrease) Due to Change in
(In thousands)	Rate			Average Volume			Total			Rate			Average Volume			Total
Interest-bearing deposits and federal funds sold	$	(56	)	$	(5	)	$	(61	)	$	(49	)	$	(10	)	$	(59	)
Securities		(203	)		34			(169	)		(192	)		127			(65	)
Loans, net of unearned discount ⁽¹⁾		131			2,791			2,922			2,527			3,762			6,289
Total earning assets		(128	)		2,820			2,692			2,286			3,879			6,165

Savings and interest-bearing demand		(7	)		5			(2	)		(7	)		8			1
Money market deposit accounts		(148	)		49			(99	)		(151	)		61			(90	)
Time deposits		(881	)		(241	)		(1,122	)		(1,214	)		(274	)		(1,488	)
FHLB and other borrowings		(23	)		126			103			(14	)		150			136
Subordinated notes		-			-			-			-			-			-
Total interest-bearing liabilities		(1,059	)		(61	)		(1,120	)		(1,386	)		(55	)		(1,441	)

Changes in net interest income	$	931		$	2,881		$	3,812		$	3,672		$	3,934		$	7,606

(1)

Average loans include non-accrual.

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Net interest income increased ~~$3.8~~$7.6 million, or ~~55.1%~~69.1%, from ~~$6.9~~$11.0 million for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~$10.7~~$18.6 million for the ~~six~~nine months ended ~~June~~September 30, 2021. Net interest margin for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 was ~~4.28%~~4.87% and 3.37%, respectively, an increase of 91150 basis points. The increase in net interest income and margin was primarily due to the increase in interest-earning assets attributable to the factored receivables acquired in the Integra acquisition, and the timing of recognition of PPP-related SBA fees. Other changes included ~~an increase in the average volume of loans,~~ a decrease in average rates paid on interest-bearing deposits ~~and borrowings~~ and decrease in average volume of interest-bearing deposits which were replaced by non-interest-bearing deposits and ~~PPPLF~~Paycheck Protection Program Liquidity Facility (“PPPLF”) borrowings.

The average volume of interest-earning assets increased ~~$92.9~~$75.6 million, or ~~22.6%~~17.4%, from ~~$410.6~~$434.2 million for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~$503.5~~$509.8 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The average volume of loans increased ~~$100.3~~$80.3 million, or ~~29.8%~~22.1%, from ~~$337.1~~$362.8 million for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~$437.4~~$443.1 million for the ~~six~~nine months ended ~~June~~September 30, 2021. ~~PPP loans accounted for $67.2 million of~~The increase in the average volume ~~increase.~~of loans included increases of $35.4 million for organic loan growth, $33.8 million increase of PPP loans, and also the acquired portfolio at July 1, 2021 of $11.2 million for factored receivables purchased during the three months ended September 30, 2021. The average yield for loans increased 994 basis points from ~~5.51%~~5.29% for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~5.60%~~6.23% for the ~~six~~nine months ended ~~June~~September 30, 2021. In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. See discussion above in the three months ended ~~June~~September 30, 2021 and 2020. During the ~~six~~nine months ended ~~June~~September 30, 2021, we recognized ~~$2.9~~$4.1 million in PPP loan related deferred fees (net of amortization of related deferred origination costs) as a yield adjustment and this amount is included in interest income on loans. This was an increase of $3.5 million from the same period in the prior year. As a result of the inclusion of these net fees in interest income, the average yield on PPP loans was ~~6.8%~~7.2% during the ~~six~~nine months ended ~~June~~September 30, 2021. During the nine months ended September 30, 2021, we recognized $2.5 million of interest income related to the factored receivables purchased, with an average yield of 29.0%. Of this amount, $492,000 was related to the discount applicable to the fair value of the factored receivables purchased. Without this discount, the average yield was 23.2%.

The average volume of interest-bearing liabilities increased ~~$63.4~~$47.4 million, or ~~18.9%~~13.4%, from ~~$334.8~~$353.9 million for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~$398.1~~$401.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The average volume of interest-bearing deposits decreased ~~$9.3~~$6.2 million, or ~~3.1%~~2.0%, from ~~$307.1~~$313.0 million for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~$297.8~~$306.8 million for the ~~six~~nine months ended ~~June~~September 30, 2021, and the average interest rate paid on interest-bearing deposits decreased 7766 basis points from ~~1.62%~~1.47% for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~0.85%~~0.81% for the ~~six~~nine months ended ~~June~~September 30, 2021. ~~Non-interest~~The average volume of non-interest bearing deposits increased ~~$19.2~~$20.9 million, or ~~42.6%~~43.1%, from ~~$45.0~~$43.2 million for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~$64.2~~$69.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The average cost of deposits during the ~~six~~nine months ended ~~June~~September 30, 2021 was impacted by decreases in interest rates paid on money market and time deposits as a result of the aforementioned decrease in market interest rates. The average volume of FHLB and other borrowings increased ~~$72.7~~$53.7 million, or ~~466.0%~~185.8%, from ~~$15.6~~$28.9 million for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~$88.3~~$82.6 million for the ~~six~~nine months ended ~~June~~September 30, 2021, consisting mostly of funding from the PPPLF, at an interest rate of 0.35%, used to fund the PPP loans. The average cost of FHLB and other borrowings decreased 297 basis points from ~~0.64%~~0.44% for the ~~six~~nine months ended ~~June~~September 30, 2020 to ~~0.35%~~0.37% for the ~~six~~nine months ended ~~June~~September 30, 2021.

The following table sets forth our average balances of assets, liabilities and shareholders’ equity, in addition to the major components of net interest income and our net interest margin, for the three months ended June 30, 2021 and 2020.

Three Months Ended June 30,

2021

2020

(In thousands, except percentages)

Average
Balance

Interest

Average
Yield

Average
Balance

Interest

Average
Yield

Assets

Interest-bearing deposits and federal funds sold
$ 58,444 $ 16 0.11
%
$ 77,139 $ 19 0.10
%
Securities
25,197 207 3.30 24,281 210 3.48
Loans, net of unearned discount ⁽¹⁾
436,020 5,993 5.51 376,803 4,493 4.80
Total earning assets
519,661 6,216 4.80 478,223 4,722 3.97
Cash and other assets
32,761 29,830
Allowance for loan losses
(3,193
)
(2,216
)

Total assets
$ 549,229 $ 505,837
Liabilities and Shareholders’ Equity

Savings and interest-bearing demand
$ 15,371 9 0.23
%
$ 10,036 8 0.32
%
Money market deposit accounts
112,089 100 0.36 101,161 98 0.39
Time deposits
172,000 478 1.11 242,220 1,107 1.84
Total interest-bearing deposits
299,460 587 0.79 353,417 1,213 1.38
FHLB and other borrowings
94,455 82 0.35 27,093 27 0.40
Subordinated notes
12,000 219 7.32 12,000 219 7.34
Total interest-bearing liabilities
405,915 888 0.88 392,510 1,459 1.50
Non-interest-bearing deposits
71,547 54,009
Other liabilities
7,961 6,477
Total liabilities
485,423 452,996
Shareholders’ equity
63,806 52,841
Total liabilities and shareholders’ equity
$ 549,229 $ 505,837

Net interest income
$ 5,328 $ 3,263
Net interest spread
3.92
%
2.47
%
Net interest margin
4.11
%
2.74
%

~~(1)~~

~~Includes non-accrual loans.~~

Table of Contents

	Six Months Ended June 30,																Three Months Ended September 30,
	2021								2020								2021								2020
(In thousands, except percentages)	Average Balance			Interest		Average Yield			Average Balance			Interest		Average Yield			Average Balance			Interest		Average Yield			Average Balance			Interest		Average Yield
Assets
Interest-bearing deposits and federal funds sold	$	40,555		$	21		0.10	%	$	50,471		$	82		0.33	%	$	31,343		$	12		0.15	%	$	43,532		$	11		0.10	%
Securities		25,566			353		2.78			23,073			522		4.55			36,428			264		2.88			23,579			160		2.70
Loans, net of unearned discount ⁽¹⁾		437,395			12,156		5.60			337,100			9,234		5.51			454,407			8,508		7.43			413,661			5,139		4.94
Total earning assets		503,516			12,530		5.02			410,644			9,838		4.82			522,178			8,784		6.67			480,772			5,310		4.39
Cash and other assets		31,951								29,309								47,760								29,252
Allowance for loan losses		(3,070	)							(1,820	)							(3,331	)							(2,553	)
Total assets	$	532,397							$	438,133							$	566,607							$	507,471
Liabilities and Shareholders’ Equity
Savings and interest-bearing demand	$	13,740			16		0.23	%	$	9,646			18		0.38	%	$	14,443			10		0.27	%	$	10,372			7		0.27	%
Money market deposit accounts		109,602			198		0.36			82,456			297		0.72			124,259			114		0.36			111,808			105		0.37
Time deposits		174,470			1,034		1.20			215,018			2,156		2.02			185,761			495		1.06			202,384			861		1.69
Total interest-bearing deposits		297,812			1,248		0.85			307,120			2,471		1.62			324,463			619		0.76			324,564			973		1.19
FHLB and other borrowings		88,318			153		0.35			15,643			50		0.64			71,216			78		0.43			55,230			45		0.32
Subordinated notes		12,000			437		7.34			12,000			437		7.32			12,000			219		7.24			12,000			219		7.26
Total interest-bearing liabilities		398,130			1,838		0.93			334,763			2,958		1.78			407,679			916		0.89			391,794			1,237		1.26
Non-interest-bearing deposits		64,205								45,034								79,533								55,388
Other liabilities		8,158								6,718								8,849								5,790
Total liabilities		470,493								386,515								496,061								452,972
Shareholders’ equity		61,904								51,618								70,546								54,499
Total liabilities and shareholders’ equity	$	532,397							$	438,133							$	566,607							$	507,471

Net interest income				$	10,692							$	6,880							$	7,868							$	4,073
Net interest spread							4.09	%							3.04	%							5.78	%							3.13	%
Net interest margin							4.28	%							3.37	%							5.98	%							3.37	%

(1)

Includes non-accrual loans.

Table of Contents

	Nine Months Ended September 30,
	2021								2020
(In thousands, except percentages)	Average Balance			Interest		Average Yield			Average Balance			Interest		Average Yield
Assets
Interest-bearing deposits and federal funds sold	$	37,451		$	34		0.12	%	$	48,141		$	93		0.26	%
Securities		29,227			617		2.82			23,243			682		3.92
Loans, net of unearned discount ⁽¹⁾		443,128			20,663		6.23			362,806			14,374		5.29
Total earning assets		509,806			21,314		5.59			434,190			15,149		4.66
Cash and other assets		37,866								29,302
Allowance for loan losses		(3,158	)							(2,066	)
Total assets	$	544,514							$	461,426
Liabilities and Shareholders’ Equity
Savings and interest-bearing demand	$	13,977			26		0.25	%	$	9,890			25		0.34	%
Money market deposit accounts		114,542			312		0.36			92,312			402		0.58
Time deposits		178,275			1,529		1.15			210,776			3,017		1.91
Total interest-bearing deposits		306,794			1,867		0.81			312,978			3,444		1.47
FHLB and other borrowings		82,555			231		0.37			28,935			95		0.44
Subordinated notes		12,000			656		7.31			12,000			656		7.30
Total interest-bearing liabilities		401,349			2,754		0.92			353,913			4,195		1.58
Non-interest-bearing deposits		69,340								48,441
Other liabilities		8,969								6,375
Total liabilities		479,658								408,729
Shareholders’ equity		64,856								52,697
Total liabilities and shareholders’ equity	$	544,514							$	461,426

Net interest income				$	18,560							$	10,954
Net interest spread							4.67	%							3.08	%
Net interest margin							4.87	%							3.37	%

(1)

Includes non-accrual loans.

Provision for Loan Losses

For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the provision for loan losses totaled ~~$141,000~~$641,000 and ~~$569,000,~~$1.2 million, respectively, compared to ~~$475,000~~$445,000 and ~~$1.3~~$1.7 million for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively. ~~Included in the~~The provision of $641,000 for the ~~six~~three months ended ~~June~~September 30, 2021 was ~~$130,000, which represents the amount of reserve for loan loss required in excess of the discount balance on loans acquired, compared to $409,000~~ for the ~~six months ended June 30, 2020.~~factored receivables purchased in the Integra acquisition. We determined a provision for loan losses that we consider sufficient to maintain an allowance to absorb probable losses inherent in our portfolio as of the balance sheet date.

For additional information concerning this determination, see the section captioned “Allowance for Loan Losses” elsewhere in this discussion.

Table of Contents

Non-Interest Income

The components of non-interest income were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020		2021		2020		2021		2020
Trust income	$	1,532	$	1,196	$	2,972	$	2,472	$	1,612	$	1,391	$	4,584	$	3,863
Gain on sale of loans		101		-		101		432		-		290		101		722
Advisory income		3,276		2,311		6,293		4,805		3,532		2,775		9,825		7,580
Brokerage income		1,895		1,790		4,360		3,861		2,485		1,387		6,846		5,248
Service fees and other income		1,408		1,222		3,714		2,959		1,632		1,809		5,345		4,769
Rental income		88		57		176		148		88		85		264		232
Total	$	8,300	$	6,576	$	17,616	$	14,677	$	9,349	$	7,737	$	26,965	$	22,414

Total non-interest income for the three and nine months ended ~~June~~September 30, 2021 increased ~~$1.7~~$1.6 million, or ~~25.8%~~20.8%, and ~~$2.9~~$4.6 million, or ~~19.7%~~20.3%, compared to the same periods in the prior year. Material changes in the various components of non-interest income are discussed below.

Trust Income. Trust income is earned for trust services on the value of managed and non-managed assets held in custody. Volatility in the bond and equity markets impacts the market value of trust assets and the related fees. Trust income for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$336,000,~~$221,000, or ~~28.1%~~15.9%, and increased ~~$500,000,~~$721,000, or ~~20.2%~~18.7%, respectively, compared to the same periods in the prior year. The increase in the fee income between the periods is due to an increase in the average market value of the trust assets during the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the three and ~~six~~nine months ended ~~June~~September 30, 2020. The expectation that the impacts of anthe ongoing COVID-19 pandemic are largely known and that economic recovery ~~from the COVID-19 pandemic~~has begun has increased market values of trust assets over those experienced during the three and ~~six~~nine months ended ~~June~~September 30, 2020, when the impacts of the COVID-19 pandemic were ~~affecting expectations,~~uncertain, causing extreme volatility as markets reacted to each new development and in turn decreasing fees during the three and ~~six~~nine month periods in the prior year. Volatility related to ~~an uneven recovery from the economic downturn~~worse than expected or currently unexpected impacts and/or renewed fears of resurgent strains of the COVID-19 virus ~~including the emergence of the Delta variant,~~potentially resistant to current vaccines could result in future net decreases in the average values of our assets held in custody, and/or continued volatility in asset values, potentially decreasing our trust income.

Gain on sale of loans. Gain on sale of loans is generally gain on sales of the guaranteed portion of loans within our SBA loan portfolio. ~~Gain~~There was no gain on sale of loans ~~increased $101,000~~ during the three months ended ~~June~~September 30, 2021, compared to $290,000 of gain during the same period in the prior year, ~~when there was no~~resulting in a 100% decrease in gain on sale of loans ~~and~~between the two periods. Gain on sale of loans decreased ~~$331,000,~~$621,000, or ~~76.6%~~86.0%, for the ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same period in the prior year. Gain on sale of loans for the ~~three and six~~nine months ended ~~June~~September 30, 2021 was $101,000, resulting from the sale of $1.1 million of SBA ~~loans.~~loans during the second quarter 2021.

Advisory income. Advisory fees are typically based on a percentage of the underlying average asset values for a given period, where each percentage point represents 100 basis points. These revenues are of a recurring nature, but are directly affected by increases and decreases in the values of the underlying assets. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, advisory income increased ~~$965,000,~~$757,000, or ~~41.8%~~27.3%, and ~~$1.5~~$2.2 million, or ~~31.0%~~29.6%, compared to the same periods in the prior year. The increase in advisory income between the two periods is due to an increase in the average market value of the advisory assets during the three and ~~six~~nine months ended ~~June~~September 30, 2021 as compared to the same periods in the prior year. Similar to our trust income, changes in the value of our assets under management will result in comparable changes in our advisory income. The expectation that the impacts of anthe ongoing COVID-19 pandemic are largely known and that economic recovery ~~from the COVID-19 pandemic~~has begun has increased market values of our advisory assets, whereas the economic disruption caused by the start of the COVID-19 pandemic during the three and ~~six~~nine months ended ~~June~~September 30, 2020 increased market volatility leading to lower advisory fees in the same periods in the prior year. Volatility related to ~~an uneven recovery from the economic downturn~~currently unexpected impacts and/or ~~renewed fears of~~ resurgent strains of the COVID-19 virus ~~including the emergence of the Delta variant,~~potentially resistant to current vaccines could result in future net decreases in the average values of our ~~advisory~~ assets ~~and/or continued volatility in asset values,~~under management, potentially decreasing our advisory income.

Table of Contents

Brokerage income. Brokerage revenues are generally based on a per share fee or commission to trade a share of a particular stock, bond or other security. In addition, brokerage revenues, in this context, include private placements, participation in syndication of public offerings, and certain other brokerage revenues, including interest earned on margin lending. Brokerage revenue is dependent on the volume of trading, and on private placement and syndication activity during the period, and in the case of margin lending, on interest rates. Brokerage income for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$105,000,~~$1.1 million, or ~~5.9%~~79.2%, and ~~$499,000,~~$1.6 million, or ~~12.9%~~30.4%, compared to the same periods in the prior year. The economic disruption related to the COVID-19 pandemic led to a dramatic slowing of activity that began late in the first quarter 2020 and continued throughout the remainder of the year. This led to delays in the timing of private placements and syndicated public offerings, along with volatility in the volume of general trading activity. Private offering and syndicated public offering activity ~~may face a prolonged recovery, and in~~has begun to recover as the ~~event~~impacts of the COVID-19 pandemic are becoming better understood, however, economic ~~volatility~~uncertainty related to an uneven recovery or ~~concerns over~~the potential for new ~~strains~~variants of the COVID-19 virus ~~including the emergence of the Delta variant,~~could stall the recovery in ~~trading~~private and syndicated public offering activity, ~~may stall,~~and potentially in brokerage activity overall, decreasing brokerage ~~income overall.~~income.

~~Table of Contents~~

The table below reflects a rollforward of our client assets, which includes both advisory and brokerage assets, as of ~~June~~September 30, 2021 and December 31, 2020, and the inflows and outflows and net market appreciation during the three and ~~six~~nine months ended ~~June~~September 30, 2021. Our brokerage and advisory assets experienced an increase of approximately ~~$348~~$22.6 million, or ~~7.0%, and $765 million, or 16.9%~~0.4%, during the three ~~and six~~ months ended ~~June~~September 30, 2021, ~~respectively,~~related to positive net flows, which were partially offset by market depreciation, and increased $787.7 million, or 17.4%, during the nine months ended September 30, 2021, related to positive net flows and market appreciation.

(In thousands)	Client Assets			Client Assets
As of December 31, 2020	$	4,524,376		$	4,524,376
Client inflows		519,177			519,177
Client outflows		(437,760	)		(437,760	)
Net flows		81,417			81,417
Market appreciation		335,882			335,882
As of March 31, 2021	$	4,941,675		$	4,941,675
Client inflows		995,914			995,914
Client outflows		(861,884	)		(861,884	)
Net flows		134,030			134,030
Market appreciation		213,754			213,754
As of June 30, 2021	$	5,289,459		$	5,289,459
Client inflows					538,398
Client outflows					(459,684	)
Net flows					78,714
Market depreciation					(56,146	)
As of September 30, 2021				$	5,312,027

Service fees and other income. Service fees includes fees for deposit-related services, loan servicing, and third-party administration fees. Service fees and other income for the three and ~~six~~nine months ended ~~June~~September 30, 2021 ~~increased $186,000,~~decreased $177,000, or ~~15.2%~~9.8%, and ~~$755,000,~~increased $576,000, or ~~25.5%~~12.1%, respectively, compared to the same periods in the prior year. The decrease for the three months ended September 30, 2021 is primarily the result of decreases in third party administration fees of $202,000 and in loan servicing fees of $164,000 compared to the same period in the prior year. These increases are primarily the result of increases in third party administration fees of $203,000 and $662,000 for the three and six months ended June 30, 2021 over the same periods in the prior year. The ~~increase~~decrease in third-party administration fees was primarily due to timing differences in ~~part due~~completion of plan administration work related to the COVID-19 pandemic, ~~and the resulting~~which resulted in a lag in information from plan sponsors in 2020, pushing a larger portion of the work and related revenue into the third quarter of 2020, compared to ~~complete annual plan administration~~the flow of information in 2021, which resulted in more work being completed in earlier quarters. The decrease in loan servicing fees was primarily related to there being no change in the ~~shutdown of dental practices nationwide, which began in March 2020, whereas~~servicing rights allowance during the three ~~and six~~ months ended ~~June~~September 30, 2021, ~~information was received timely~~ and ~~therefore,~~ a ~~larger percentage of plan administration work was able to be completed earlier; this effect was more pronounced~~reduction in the servicing rights allowance during the ~~first~~same quarter ~~2021. Loan~~in the prior year. These decreases were offset by an increase in loan service fees from the Bank’s Integra factoring division of $130,000, and an increase in miscellaneous income and a decrease in losses on errors totaling $54,000, both at Sanders Morris, compared to the same period in the prior year. The remaining variance relates to immaterial fluctuations. The increase in service fees and other ~~bank servicing fees decreased $48,000 and increased $110,000 during~~income of $576,000 for the ~~three and six~~nine months ended ~~June~~September 30, 2021 ~~respectively, over~~compared to the same ~~periods~~period in the prior year was primarily due to ~~the amortization~~an increase in pension administration fees of ~~the remaining servicing asset valuation allowance on loans repaid during the three and six months ended June 30, 2021 of $45,000 and $70,000, respectively.~~$460,000. In addition, ~~other~~loan service fees from the Integra factoring division at the Bank accounted for an increase of $130,000 and increases from miscellaneous income ~~increased $30,000~~ and ~~decreased $16,000 for the three~~a decrease in losses on errors totaling $118,000 at Sanders Morris, and ~~six months ended June 30, 2021 related to variances in~~ income distributions from an interest in securities not readily marketable ~~which decreased $22,000 and~~ increased $63,000 during the three and six months ended June 30, 2021, respectively, compared to the same periods in the prior year, and an increase in consulting fees earned at Sanders Morris of $34,000 and $56,000 for the three and six months ended June 30, 2021, respectively, andby $63,000. These increases were offset by a decrease in other income of approximately $124,000 related to a non-recurring extinguishment of a retirement liability at Sanders Morris during the first quarter of 2020 and ~~immaterial fluctuations in miscellaneous income netting to an increase of $20,000 and~~ a decrease in income from loan servicing fees related to the Bank’s loan servicing fees and rights of ~~$11,000 for the three and six months ended June 30, 2021, respectively.~~$67,000. The remaining $4,000 variance relates to immaterial fluctuations.

Table of Contents

Rental income. The Company receives monthly rental income from tenants leasing space in the Bank building. Rental income for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$31,000,~~$3,000, or ~~54.4%~~3.5% and ~~$28,000~~$32,000 or ~~18.9%~~13.8%, respectively, compared to the same periods in the prior year. The ~~increase was~~increases were primarily due to a new tenant moving into vacant space during the second quarter 2021.

Non-Interest Expense

The components of non-interest expense were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

2021

2020

2021

2020

Salaries and employee benefits
$ 5,790 $ 4,049 $ 11,558 $ 8,953
Occupancy and equipment
392 560 819 1,094
Trust expenses
595 372 1,159 927
Brokerage and advisory direct costs
491 560 997 1,046
Professional fees
332 267 782 642
Data processing
266 194 470 385
Other
834 661 1,609 1,439
Total
$ 8,700 $ 6,663 $ 17,394 $ 14,486

~~Table of Contents~~

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Salaries and employee benefits	$	6,331	$	4,741	$	17,889	$	13,693
Occupancy and equipment		503		464		1,322		1,466
Trust expenses		623		533		1,782		1,460
Brokerage and advisory direct costs		509		517		1,506		1,563
Professional fees		429		367		1,211		1,009
Data processing		282		186		753		571
Other		1,333		926		2,941		2,458
Total	$	10,101	$	7,734	$	27,404	$	22,220

Total non-interest expense for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$2.0~~$2.3 million, or ~~29.9%~~29.4%, and ~~$2.9~~$5.2 million, or ~~20.0%~~23.3%, respectively, compared to the same periods in the prior year, ~~primarily~~ due to increases in salaries and employee benefits, ~~trust~~other expenses, ~~other~~trust expenses, and professional fees ~~as well as in~~and data processing ~~fees,~~costs, which were partially offset by a decrease in depreciation expense within our occupancy and equipment expense and in brokerage and advisory direct costs. Material changes in the various components of non-interest income are discussed below.

Salaries and employee benefits. Salaries and employee benefits for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$1.7~~$1.6 million, or ~~43.0%~~33.5%, and ~~$2.6~~$4.2 million, or ~~29.1%~~30.6%, respectively, compared to the same period in the prior year. The increases were primarily due to ~~annual merit~~ increases in earnouts and incentive bonuses at Sanders Morris and at the Bank’s Nolan division, as well as increases in bonuses, salaries, and related payroll ~~taxes at~~expenses in our Banking ~~segment, in addition to annual merit increases and increases in commissions and incentive bonuses and payroll taxes in our Other Financial Services~~ segment. In addition, stock compensation expense increased in our HoldCo segment, and our health insurance costs ~~increase~~increased across the Company compared to the same periods in the prior year. ~~In our Banking segment, $1.1 million and $1.2 million of the increase for the three and six months ended June 30, 2021, respectively, related~~The increases relate to ~~merit increases in salaries and~~ an increase in headcount in the Bank’s SBA lending division and elsewhere related to overall growth in the Bank. In our Other Financial Services segment, $162,000 and $386,000 of the increase for the three and six months ended June 30, 2021, respectively, related to merit increases in salaries and an increase in headcount related to growth in The Nolan Company (“Nolan”), operating as a division within the Bank, which provides third party administration (“TPA”) services, and $215,000 and $272,000 related to salary increases at Sanders Morris. In addition, there was a net increase in earnouts and incentive bonuses at Sanders Morris totaling of $678,000 and $927,000 related to increases in brokerage commission activity ~~of $158,000 and $250,000~~ during the three and ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same periods in the prior year, during which the COVID-19 pandemic had begun to suppress private placements and syndicated offerings, as well as certain trading activity on which Sanders Morris earns higher margins, which recovered somewhat during the three and ~~six~~nine months ended ~~June~~September 30, 2021. ~~These~~Also in our Other Financial Services segment, $105,000 and $556,000 of the increase for the three and nine months ended September 30, 2021, respectively, related to merit increases in salaries and an increase in headcount, as well as increases in bonuses, related to growth in the Nolan division, and $48,000 and $161,000 related to salary increases at Sanders ~~Morris were partially offset~~Morris. In our Banking segment, increases in compensation expense of $606,000 and $1.7 million for the three and nine months ended September 30, 2021, respectively, related primarily to an increase in bonuses of $221,000 and $1.1 million driven primarily by ~~a decrease~~increases in ~~certain incentive bonuses~~headcount and activity at ~~Sanders Morris.~~the Bank’s SBA lending division, some of which relates to the PPP loan program, and salaries at the Bank’s Integra factoring division of $409,000, which was acquired July 1, 2021. Stock compensation expense increased by ~~$58,000~~$56,000 and ~~$118,000~~$174,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, related to stock grants made on September 30, 2020 ~~offset by~~net of a decrease in expense related to options granted, and bonus expense in our Holdco segment ~~decreased $12,500~~increased $13,000 and ~~increased $25,000,~~$38,000, respectively, related to variations in bonus accrued compared to the same periods in the prior year. Increases in health insurance expense led increased benefit costs across the Company, which increased by ~~$74,000~~$87,000 and ~~$121,000~~$259,000 during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to the same periods in the prior ~~year.~~year, driven by both cost and headcount increases. Increases in related payroll taxes, as well as less material increases salaries at Tectonic Advisors and the Bank’s trust department, account for the remaining variances.

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Occupancy and equipment expense. Occupancy and equipment expense for three and ~~six~~nine months ended ~~June~~September 30, 2021 ~~decreased $168,000,~~increased $39,000, or ~~30.0%~~8.4%, and ~~$275,000,~~decreased $144,000, or ~~25.1%~~9.8%, respectively, compared to the same periods in the prior year. The ~~decrease is attributable to decreases of $16,000 and $84,000~~increase for the three ~~and six~~ months ended ~~June~~September 30, 2021 ~~respectively, in depreciation~~is primarily related to rent expense at the Bank’s Integra factoring division of $66,000, which was offset by a decrease at our Other Financial Services segment of $19,000, which included decreases at Tectonic Advisors and Sanders Morris due to the expiration of leased space totaling $25,000, and decreases at both Tectonic Advisors and Sanders Morris related to decreases in utilities and common area maintenance expenses from lessors due to decreased occupancy during COVID-19 totaling $5,000, and a decrease in depreciation expense of $8,000, offset by an increase in rent at Nolan and the Bank’s Trust department of $13,000. The remaining offsetting increase relates to individually immaterial variances. The decrease of $144,000 for the nine months ended September 30, 2021 is primarily related to a group of fixed assets and software costs in our Other Financial Services division reaching full depreciation/amortization during the ~~three~~six months ended June 30, 2020 accounting for $89,000 of the decrease, and decreases in rent, utilities and common area maintenance expenses in that segment of ~~$67,000 and $101,000 for the three and six month periods, respectively, slightly~~$116,000, offset by anthe increase in ~~repairs and maintenance expense of $7,000 for the six months ended June 30, 2021, and decreases in facilities telephone and depreciation of $16,000 and $8,000, respectively,~~rent in our Banking ~~segment.~~segment related to the Bank’s Integra factoring division of $66,000. The remaining variances are made up of other individually immaterial fluctuations.

Trust expenses. Trust expenses are advisory fees paid to a fund advisor to advise the Company on the common trust funds managed by the Company, and are based on the value of the assets held in custody. Volatility in the bond and equity markets impacts the market value of trust assets and the related expenses. The monthly advisory fees are assessed based on the market value of assets at month-end. Trust expenses increased ~~$223,000,~~$90,000, or ~~59.9%~~16.9%, and ~~$232,000,~~$322,000, or ~~25.0%~~22.1%, due to an increase in the ~~market~~ value of trust assets for the three and ~~six~~nine months ended ~~June~~September 30, 2021 over the ~~market values~~value during the same periods in the prior year, which ~~represented~~represents both an increase in trust assets from net flows into the Bank’s trust department, and a recovery in asset values based on market expectations ~~that the effects~~ of an eventual recovery from the COVID-19 pandemic ~~were easing.~~and other economic factors.

Brokerage and advisory direct costs. Brokerage and advisory direct costs for three and ~~six~~nine months ended ~~June~~September 30, 2021 decreased ~~$69,000,~~$8,000, or ~~12.3%~~1.5%, and ~~$49,000,~~$57,000, or ~~4.7%~~3.6%, respectively, compared to the same periods in the prior year. The decreases related primarily to decreases in brokerage and exchange clearing fees at Sanders Morris of approximately ~~$66,000~~$57,000 and ~~$28,000,~~$84,000, for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, ~~and~~offset by increases in information services and referral fees of ~~$3,000~~$49,000 and ~~$21,000,~~$27,000, respectively, compared to the same periods in the prior year. ~~In addition,~~

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Professional fees. Professional fees, which include legal, consulting, audit and tax fees, for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$65,000,~~$62,000, or ~~24.3%~~16.9%, and ~~$140,000,~~$202,000, or ~~21.8%~~20.0%, compared to the same periods in the prior year. The increases were the result of increases of ~~$56,000~~$122,000 and ~~$60,000, and $89,000 and $35,000~~$178,000 in our ~~banking and HoldCo segments, respectively,~~Banking segment, for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. The increases ~~were the result of~~included increases in legal and professional fees totaling $105,000 and $158,000 for the three and nine months ended September 30, 2021, respectively, related to attempts to recover amounts on liquidated loans in the Bank’s SBA division, and to the acquisition by TBI of ~~a factoring company~~Integra, which was completed on July 1, 2021. Please see Note 17. ~~Subsequent Events~~Acquisition within our financial statements elsewhere within this Form 10-Q for more information on ~~this acquisition.~~Integra. In addition, professional fees in our banking segment increased $17,000 related to the operations of Integra. These increases for the three months ended September 30, 2021 were partially offset by ~~decreases in audit and tax consulting fees in these segments of $25,000 and $53,000 for the three and six months ended June 30, 2021, respectively. Professional fees~~a decrease in our ~~other financial services~~Other Financial Services segment ~~decreased $28,000 and increased $68,000 for the three and six months ended June 30, 2021. The decrease for the three month period~~totaling $58,000. This was primarily due to a decrease in consulting fees related to our participant directed plan services team of $89,000, offset by increases in audit and ~~the~~tax consulting fees of $25,000 and an increase in legal fees of $4,000. The remaining variance of $2,000 relates to a decrease in our HoldCo segment. The increase for the ~~six month period related to~~nine months ended September 30, 2021 also included an increase in professional fees in our banking segment of $53,000, which was primarily due to $100,000 legal fees recorded for the Integra acquisition in the current quarter, partly offset by a $46,000 consulting fee paid during the nine months ended September 30, 2020 for SBA PPP services. The increase was partly offset by a decrease in audit and tax consulting fees of $32,000. In our Other Financial Services segment, audit and tax consulting fees increased $23,000 driven by increases in costs related to internal control reviews at our Nolan division and the trust department, and legal fees increased $6,000. These increases were partially offset by a decrease in professional fees of $19,000, which was primarily related to a decrease in consulting fees in our participant directed plan services team of $96,000, offset by an ~~agreement with the former owner~~increase at our Nolan division of ~~Nolan under which payments increased by $44,000~~$73,000 due to an increase in ~~the earnings~~third party actuarial fees related to our defined benefit pension plans.. In our HoldCo segment, professional fees increased $49,000, which were offset by decreases in legal and audit and tax consulting fees of $36,000, for a net increase from our ~~Nolan division over~~HoldCo segment of $13,000 for the nine months ended September 30, 2021 compared to the same period in the prior year, and an increase in tax consulting expense related to the completion of the tax returns for the trust department’s pooled funds earlier in the year compared to the prior period of $9,000, and other individually immaterial increases.year.

Data processing. Data processing includes costs related to the Company’s operating systems. Data processing expense for three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$72,000,~~$96,000, or ~~37.1%~~51.6%, and ~~$85,000,~~$182,000, or ~~22.1%~~31.9%, compared to the same periods in the prior year. The increases were the result of increases of ~~$53,000~~$86,000 and ~~$19,000,~~$10,000, and ~~$53,000~~$139,000 and ~~$32,000~~$43,000 in our banking and other financial services segments, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. The ~~$53,000 increase~~increases in our banking segment ~~was due to costs~~were primarily related to the conversion of the Bank’s core accounting system. The increases in our other financial services segment were primarily related to increased trust data processing fees, and discounts received during the three and ~~six~~nine months ended ~~June~~September 30, 2020, which decreased expense for those earlier periods.

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Other. Other expenses include costs for insurance, Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) assessments, director fees, regulatory filing fees related to our brokerage business, business travel, management fees, and other operational expenses. Other expenses for three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$173,000,~~$407,000, or ~~26.2%~~44.0%, and ~~170,000,~~$483,000, or ~~11.8%~~19.7%, compared to the same periods in the prior year. The ~~increase was~~increases were primarily related to increases in computer software costs in our banking and other financial services segments totaling ~~$160,000~~$87,000 and ~~$196,000,~~$202,000, related to technology initiatives across the Company. ~~We also experienced an increase in our directors’~~Our marketing, advertising and ~~officers’ insurance coverage of $11,000~~public relations costs increased $129,000 and ~~$30,000~~$133,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, ~~respectively.~~respectively, related to marketing and public relations initiatives across the Company. Future increases in assets under management will increase this cost. Other increases which were individually immaterial included ~~employee recruitment costs, directors~~payroll processing fees, increases in officers’ and ~~office expenses at Sanders Morris.~~directors’ coverage, and bank charges These increases were partially offset by a decrease in ~~payroll processing fees~~employee recruitment costs of ~~$13,000~~$22,000 and ~~$24,000~~$46,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, ~~respectively, and a decrease in travel expense for the six month period ended June 30, 2021 of $32,000,~~ and other individually immaterial decreases.

Income Taxes

Income tax expense for the three and ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$1.1~~$1.4 million and ~~$2.3~~$3.7 million, respectively, compared to ~~$587,000~~$733,000 and ~~$1.3~~$2.0 million for the same periods in the prior year. The effective income tax rate was ~~22.4%~~21.6% and ~~21.2%~~22.2% for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to ~~21.7%~~20.2% and ~~22.3%~~21.5% for the same periods in the prior year.

Segment Reporting

We have three operating segments: Banking, Other Financial Services and HoldCo. Our primary operating segments are Banking and Other Financial Services.

Our Banking operating segment includes both commercial and consumer banking ~~services.~~services, and factoring services through the Bank’s Integra division. Commercial banking services are provided primarily to small to medium-sized businesses and their employees, which includes a wide array of lending and cash management products. Consumer banking services include lending and depository services. Factoring services are provided primarily to small over-the-road trucking businesses.

Our Other Financial Services segment includes Tectonic Advisors, Sanders Morris, the Bank’s Trust Division, which includes a TPA services unit and a participant directed recordkeeping team, and HWG. Through these business divisions, we offer investment advisory and brokerage services to individuals and businesses, private trust services, and financial management services, including personal wealth management, retirement plan design and administrative services, and insurance brokerage services.

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A third operating segment, HoldCo, includes the Bank’s immediate parent and related subordinated debt, as well as operations of the financial holding company that serves as parent for the group overall. Our principal source of revenue is dividends from our subsidiaries.

The following table presents key metrics related to our segments:

	Three Months Ended June 30, 2021									Six Months Ended June 30, 2021									Three Months Ended September 30, 2021									Nine Months Ended September 30, 2021
(In thousands)	Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated
Revenue(1)	$	5,822	$	8,025	$	(219	)	$	13,628	$	11,588	$	17,072	$	(352	)	$	28,308	$	8,397	$	9,055	$	(235	)	$	17,217	$	19,985	$	26,128	$	(588	)	$	45,525
Income (loss) before taxes	$	2,981	$	2,361	$	(555	)	$	4,787	$	6,093	$	5,290	$	(1,038	)	$	10,345	$	4,263	$	2,952	$	(649	)	$	6,566	$	10,357	$	8,241	$	(1,687	)	$	16,911

	Three Months Ended June 30, 2020									Six Months Ended June 30, 2020									Three Months Ended September 30, 2020									Nine Months Ended September 30, 2020
(In thousands)	Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated		Banking		Other Financial Services		HoldCo			Consolidated
Revenue(1)	$	3,672	$	6,363	$	(196	)	$	9,839	$	7,970	$	14,002	$	(415	)	$	21,557	$	4,896	$	7,133	$	(219	)	$	11,810	$	12,867	$	21,135	$	(634	)	$	33,368
Income (Loss ) Before Taxes	$	1,736	$	1,395	$	(430	)	$	2,701	$	3,121	$	3,576	$	(889	)	$	5,808	$	2,067	$	2,036	$	(472	)	$	3,631	$	5,189	$	5,611	$	(1,361	)	$	9,439

(1)

Net interest income plus non-interest income

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Banking

Income before taxes for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$1.2~~$2.2 million, or ~~71.7%~~106.1%, and ~~$3.0~~$5.2 million, or ~~95.2%~~99.6%, respectively, compared to the same periods in the prior year. The increase during the three months ended June 30, 2021 was primarily the result of a $2.1 million increase in net interest income, a $334,000 decrease in the provision for loan losses and $84,000 increase in non-interest income, partly offset by a $1.2 million increase in non-interest expense. The increase during the six months ended JuneSeptember 30, 2021 was primarily the result of a $3.8 million increase in net interest income, partly offset by a $196,000 increase in the provision for loan losses, a $310,000 decrease in non-interest income and a ~~$694,000~~$1.1 million increase in non-interest expense. The increase during the nine months ended September 30, 2021 was primarily the result of a $7.6 million increase in net interest income and a $499,000 decrease in the provision for loan losses, partly offset by a ~~$194,000~~$505,000 decrease in non-interest income and a ~~$1.3~~$2.4 million increase in non-interest expense.

Net interest income for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$2.1 million, or 59.4%, and~~ $3.8 million, or ~~52.1%~~88.8%, and $7.6 million, or 65.7%, respectively, compared to the same periods in the prior year, due primarily to an increase of PPP-related SBA fees of ~~$1.2 million~~$686,000 and ~~$2.9~~$3.5 million recognized for the three and ~~six~~nine months ended ~~June~~September 30, 2021, ~~respectively.~~respectively, and the addition of the factored receivables income of $2.5 million for the three and nine months ended September 30, 2021. Other changes included an increase in the average volume of loans and decrease in average rates paid on interest-bearing deposits and borrowings, partly offset by a decrease in average yields on earning assets and increase in average volume of interest-bearing deposits and borrowings. See the analysis of net interest income included in the section captioned “Net Interest Income” included elsewhere in this discussion.

The provision for loan losses for the three and ~~six~~nine months ended ~~June~~September 30, 2021, totaled ~~$141,000~~$641,000 and ~~$569,000,~~$1.2 million, respectively, compared to ~~$475,000~~$445,000 and ~~$1.3~~$1.7 million for the same periods in the prior year. See “Allowance for Loan Losses” included elsewhere in this discussion.

Non-interest income for the three months ended ~~June~~September 30, 2021 ~~increased $84,000,~~decreased $310,000, or ~~44.0%~~51.3%, compared to the same period in the prior year. The ~~increase~~decrease was primarily due to a ~~$101,000 increase~~$290,000 decrease in gain on sale of loans, ~~resulting from~~a $23,000 decrease in service fees (which included a $150,000 credit allowance provision to the ~~Company having no loan sales during~~valuation of servicing assets recorded in the prior year, offset by recording $130,000 for factoring related fees for Integra for the three months ended ~~June~~September 30, ~~2020, a $31,000 increase in rental income and a $7,000 increase in deposit service income,~~2021), partly offset by a ~~$56,000 decrease~~$3,000 increase in ~~net loan servicing~~rental income. Non-interest income for the ~~six~~nine months ended ~~June~~September 30, 2021 decreased ~~$194,000,~~$505,000, or ~~29.7%~~40.2% compared to the same period in the prior year, primarily. The decrease was primarily due to a ~~$331,000~~$621,000 decrease in gain on sale of loans, partly offset by ~~a $97,000~~an $84,000 increase in ~~net loan servicing income~~service fees (which ~~was~~included the ~~result~~recording of $130,000 for factoring related fees for Integra for the three months ended September 30, 2021 and a ~~$226,000 decrease~~$21,000 increase in ~~servicing rights amortization,~~deposit service fees, partly offset by ~~a $100,000~~$67,000 decrease in ~~the~~loan servicing ~~asset valuation allowance~~income) and by a ~~$29,000 decrease in servicing fees), a $28,000~~$32,000 increase in rental ~~income and a $11,000 increase in deposit service~~ income. See the analysis of non-interest income included in the section captioned “Non-Interest Income” included elsewhere in this discussion.

Non-interest expense for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$1.2~~$1.1 million, or ~~84.8%~~46.6%, and ~~$1.3~~$2.4 million, or ~~13.0%~~41.0%, respectively, compared to the same periods in the prior year. The increases for the three and ~~six~~nine months ended ~~June~~September 30, 2021 included salaries and employee benefits of ~~$1.1 million~~$659,000 and ~~$1.3~~$1.9 million, respectively, for annual merit increases and increases in staff including the addition of Integra, and incentive bonuses, occupancy and equipment expense of $68,000 and $76,000, respectively, professional fees of ~~$62,000~~$122,000 and ~~$56,000,~~$178,000 (includes $105,000 legal fees for the Integra acquisition), respectively, data processing of ~~$53,000~~$86,000 and $139,000 (related to banking core system conversion costs and expenses for ~~both periods,~~the operations of Integra), respectively, and various other expenses of ~~$99,000~~$185,000 and ~~$56,000, respectively. The increase was partly offset by a $68,000 and $76,000 decrease in occupancy and equipment expense for the three and six months ended June 30, 2021,~~$169,000, respectively, compared to the same periods in the prior year. See the analysis of non-interest expense included in the section captioned “Non-Interest Expense” included elsewhere in this discussion.

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Other Financial Services

Income before taxes for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$966,000,~~$916,000, or ~~69.2%~~45.0%, and increased ~~$1.7~~$2.6 million, or ~~48.0%~~46.8%, respectively, compared to the same periods in the prior year. The increase during the three and ~~six~~nine months ended ~~June~~September 30, 2021 was primarily the result of an increase of ~~$1.7~~$1.9 million and ~~$3.1~~$5.0 million in non-interest income for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, offset by an increase of ~~$696,000~~$1.0 million and ~~$1.4~~$2.6 million, respectively, in non-interest expense.

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Non-interest income for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$1.7~~$1.9 million, or ~~26.1%~~26.9%, and ~~$3.1~~$5.0 million, or ~~21.9%~~23.6%, compared to the same ~~period~~periods in the prior year. The increase was primarily due to increases in advisory and trust income totaling ~~$1.3 million~~$978,000 and ~~$2.0~~$3.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, related primarily to a recovery in the value of our assets under management at Tectonic Advisors and Sanders Morris, as well as to net asset inflows to our platforms, and increases in brokerage income of ~~$105,000~~$1.1 million and ~~$499,000~~$1.6 million for the three and ~~six~~nine month periods related to a recovery in private placement and syndicated offering activity at Sanders Morris, particularly during the first ~~quarter~~and third quarters of 2021, as well as increases in commission based trading ~~activity, and in services~~activity. Services fees related to the Nolan division ~~of $203,000~~decreased $154,000 and ~~$662,000 for~~increased $429,000 during the three and ~~six month periods, respectively,~~nine months ended September 30, 2021. The decrease was due to more work having been completed and billed earlier in 2021 compared to the prior year, and the increase was primarily due to an increase in ~~the work completed and billed by Nolan related to earlier timing of that work, particularly during the first quarter 2021, and an increase in~~ Nolan’s TPA clients overall. See also the analysis of non-interest income included in the section captioned “Non-Interest Income” included elsewhere in this discussion.

Non-interest expense for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$696,000,~~$1 million, or ~~14.0%~~19.7%, and ~~$1.4~~$2.4 million, or ~~13.0%~~15.2%, compared to the same periods in the prior year. These increases were related to increases in salaries and employee benefits of ~~$600,000~~$863,000 and ~~$1.2~~$2.0 million, primarily related to increases in brokerage activity, including private placement activity, at Sanders Morris leading to an increase in commissions and earnouts ~~totaling $409,000 and $692,000 for the three and six months ended June 30, 2021, respectively,~~ compared to the same periods in the prior year, and staffing additions at Nolan during late 2020 to add capacity for additional plan administration ~~work totaling $195,000 and $451,000, respectively.~~work. Occupancy and equipment expense decreased by ~~$100,000~~$19,000 and ~~$199,000~~$196,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, related to software that became fully depreciated as of April 2020 and the utilities and common area maintenance adjustments related to decreases in these costs for our leased office space due to the COVID-19 pandemic’s effect on these costs due to work from home mandates and the effects of social distancing. Trust expense increased ~~$223,000~~$90,000 and ~~$232,000~~$322,000 for the three and ~~six~~nine month periods, respectively, related to increases in the value of the assets on which these expenses are based. Professional fees decreased by ~~$27,000~~$59,000 and increased ~~$69,000~~$10,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2021. The ~~increase~~variances related to decreases in consulting expense related to our participant direction recordkeeping group due to staffing additions, which reduced our reliance on consultants, offset by increases related to an increase in fee expense under our agreement with the former owner of Nolan related to increase in results from that group, which was partially offset by other variances, including decreases in consulting expense related to our participant direction services group due to staffing additions, which reduced reliance on consultants.group. The remaining variances for the three and ~~six~~nine months ended ~~June~~September 30, 2021 related to increases in data processing and other expenses and decreases in brokerage and advisory direct costs. See also the analysis of non-interest income included in the section captioned “Non-Interest Expense” included elsewhere in this discussion.

HoldCo

Loss before taxes for the three and ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$125,000,~~$176,000, or ~~29.1%~~37.2%, and ~~$149,000,~~$326,000, or ~~16.8%~~24.0%, respectively, compared to the same periods in the prior year. The increases in the loss were due to an increase in salaries and benefits expense of ~~$48,000~~$68,000 and ~~$148,000~~$217,000 for the three and ~~six~~nine months ended ~~June 20,~~September 30, 2021, respectively, related to an increase in stock compensation expense related to stock grants made in September 2020, partially offset ~~during~~for the ~~three~~nine months ended ~~June~~September 30, 2021 by ~~the full amortization of~~expense related to stock options granted previously, which reached full amortization during the first six months of 2020, and to increases in professional fees related to the acquisition of Integra ~~Funding Solution~~ that was completed on July 1, 2021. See Note 17, ~~Subsequent Events,~~Acquisition, for more information on this acquisition. In addition, we experienced increases in our advertising and market expense related to branding initiatives undertaken and increases in our officers’ and directors’ liability insurance coverage.

Financial Condition

Investment Securities

The primary purpose of the Company’s investment portfolio is to provide a source of earnings for liquidity management purposes, to provide collateral to pledge against borrowings, and to control interest rate risk. In managing the portfolio, the Company seeks to attain the objectives of safety of principal, liquidity, diversification, and maximized return on investment.

As of ~~June~~September 30, 2021, securities available for sale consisted of U.S. government agency securities and mortgage-backed securities guaranteed by U.S. government agencies. Securities held to maturity ~~consisted~~consist of Property Assessed Clean Energy (“PACE”) and Public Improvement District/Tax Increment Reinvestment Zone (“PID/TIRZ”) investments. These investment contracts or bonds located in Texas, California and Florida, originate under a contractual obligation between the property owners, the local county or city administration, and a third-party administrator and sponsor. ~~The~~PACE assessments are created to fund the purchase and installation of energy saving improvements to the property such as solar panels. PID/TIRZ assessments are used to pay for the development costs of a residential subdivision. Generally, as a property assessment, the total assessment is repaid in installments over a period upof 5 to 1532 years by the then current property owner(s). Each installment is collected by the County or City Tax Collector where the property is located. The assessments are an obligation of the property. ~~Each assessment is equal in priority to the other property taxes and assessments associated with the property, including local school, city, and county ad-valorem taxes.~~

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AsAt each of ~~June~~September 30, 2021 and December 31, 2020, the Bank held Federal Reserve Bank of Dallas (“FRB”) stock in the amount of $1.2 million. The Bank held FHLB stock in the amount of $1.2 million asat each of ~~June~~September 30, 2021 and December 31, 2020. The FRB stock and FHLB stock were classified as restricted securities.

Securities not readily marketable consists of an income interest in a private investment.

The following table presents the amortized cost and fair values of the securities portfolio as of the dates indicated:

	As of June 30, 2021				As of December 31, 2020				As of September 30, 2021				As of December 31, 2020
(In thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Securities available for sale:
U.S. government agencies	$	16,140	$	15,913	$	14,936	$	14,949	$	15,897	$	15,691	$	14,936	$	14,949
Mortgage-backed securities		1,966		2,020		2,373		2,447		1,820		1,869		2,373		2,447
Total securities available for sale	$	18,106	$	17,933	$	17,309	$	17,396	$	17,717	$	17,560	$	17,309	$	17,396

Securities held to maturity:
Property assessed clean energy	$	2,784	$	2,784	$	5,776	$	5,776
PACE investments									$	2,735	$	2,735	$	5,776	$	5,776
PID/TIRZ investments										16,923		16,923		-		-
Total securities held to maturity									$	19,628	$	19,658	$	5,776	$	5,776

Securities, restricted:
Other	$	2,431	$	2,431	$	2,431	$	2,431	$	2,432	$	2,432	$	2,431	$	2,431

Securities not readily marketable	$	100	$	100	$	100	$	100	$	100	$	100	$	100	$	100

The following table summarizes the maturity distribution schedule with corresponding weighted-average yields of securities available for sale and securities held to maturity as of ~~June~~September 30, 2021. Yields are calculated based on amortized cost. Mortgage-backed securities are included in maturity categories based on their stated maturity date. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Other securities classified as restricted include stock in the FRB and the FHLB, which have no maturity date. These securities have been included in the total column only and are not included in the total yield.

																										Maturing
																															After One Year					After Five Years
	Maturing																									One Year					Through					Through					After
	One Year or Less					After One Year Through Five Years					After Five Years Through Ten Years					After Ten Years					Total					or Less					Five Years					Ten Years					Ten Years					Total
(In thousands, except percentages)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Securities available for sale:
U.S. government agencies	$	-		-	%	$	1,250		0.89	%	$	11,188		1.03	%	$	3,702		0.83	%	$	16,140		0.97	%	$	-		-	%	$	2,016		0.55	%	$	10,193		1.08	%	$	3,688		0.83	%	$	15,897		0.95	%
Mortgage-backed securities		-		-			1,029		2.99			-		-			937		1.98			1,966		2.51			-		-			1,008		3.02			-		-			812		2.20			1,820		2.66
Total	$	-		-	%	$	2,279		1.84	%	$	11,188		1.03	%	$	4,639		1.07	%	$	18,106		1.14	%	$	-		-	%	$	3,024		1.37	%	$	10,193		1.08	%	$	4,500		1.08	%	$	17,717		1.13	%
Securities held to maturity:
Property assessed clean energy	$	-		-	%	$	-		-	%	$	-		-	%	$	2,784		7.32	%	$	2,784		7.32	%
PACE investments																										$	-		-	%	$	-		-	%	$	-		-	%	$	2,735		7.32	%	$	2,735		7.32	%
PID/TIRZ investments																											-					2,678		4.12			-		-			14,245		6.02			16,923		5.72
Total																										$	-		-	%	$	2,678		4.12	%	$	-		-	%	$	16,980		6.23	%	$	19,658		5.94	%
Securities, restricted:
Other	$	-		-	%	$	-		-	%	$	-		-	%	$	-		-	%	$	2,431		-	%	$	-		-	%	$	-		-	%	$	-		-	%	$	-		-	%	$	2,432		-	%
Securities not readily marketable	$	-		-	%	$	-		-	%	$	-		-	%	$	-		-	%	$	100		-	%	$	-		-	%	$	-		-	%	$	-		-	%	$	-		-	%	$	100		-	%

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Loan Portfolio Composition

Total loans excluding allowance for loan losses, increased ~~$10.3~~$31.9 million, or ~~2.6%~~8.0%, to ~~$410.8~~$432.5 million at ~~June~~September 30, 2021, compared to $400.5 million at December 31, 2020. SBA loans comprise the largest group of loans in our portfolio totaling ~~$259.1~~$236.1 million, or ~~63.1% (53.3%~~54.6% (48.8% excluding PPP loans) of the total loans at ~~June~~September 30, 2021, compared to $252.4 million, or 63.0% (53.4% excluding PPP loans) at December 31, 2020. Commercial and industrial loans totaled ~~$81.4~~$80.9 million, or ~~19.8% (25.1%~~18.7% (21.1% excluding PPP loans), of the total loans at ~~June~~September 30, 2021, compared to $79.9 million, or 19.9% (25.1% excluding PPP loans), at December 31, 2020. Commercial and construction real estate loans totaled ~~$60.3~~$68.3 million, or ~~14.7% (18.6%~~15.8% (17.8% excluding PPP loans), of the total loans at ~~June~~September 30, 2021, compared to $52.9 million, or 13.2% (16.6% excluding PPP loans), at December 31, 2020. At July 1, 2021, in connection with the acquisition of Integra, we purchased $34.1 million of factored receivables, which increased $4.9 million, or 14.4%, to $39.0 million at September 31, 2021.

The following table sets forth the composition of our loans held for investment:

(In thousands, except percentages)	June 30, 2021				December 31, 2020				September 30, 2021				December 31, 2020
Commercial and industrial	$	81,446	19.8	%	$	79,864	19.9	%	$	80,921	18.7	%	$	79,864	19.9	%
Consumer installment		3,773	0.9			10,259	2.6			2,341	0.5			10,259	2.6
Real estate – residential		5,336	1.3			4,319	1.1			4,975	1.2			4,319	1.1
Real estate – commercial		52,826	12.9			44,484	11.1			64,758	15.0			44,484	11.1
Real estate – construction and land		7,498	1.8			8,396	2.1			3,562	0.8			8,396	2.1
SBA 7(a) guaranteed		173,922	42.3			164,687	41.1			149,881	34.7			164,687	41.1
SBA 7(a) unguaranteed		50,355	12.3			52,179	13.0			51,393	11.9			52,179	13.0
SBA 504		34,852	8.5			35,553	8.9			34,831	8.0			35,553	8.9
USDA		803	0.2			801	0.2			804	0.2			801	0.2
Other		-	-			-	-
Factored Receivables										39,001	9.0			-	-
Total Loans	$	410,811	100.0	%	$	400,542	100.0	%	$	432,467	100.0	%	$	400,542	100.0	%

At origination, the Company determines whether holding the guaranteed portion of SBA 7(a) and USDA loans provide better long-term risk adjusted returns than selling the loans, and records as either held for investment or held for sale. The Company records held for sale loans at the lower of cost or fair value. Loans held for sale totaled ~~$21.1~~$25.7 million and $14.9 million at ~~June~~September 30, 2021 and December 31, 2020, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company elected to reclassify ~~$6.2~~$13.1 million and ~~$15.1~~$28.2 million, respectively, of the SBA 7(a) loans held for sale to held for investment.

Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. As of ~~June~~September 30, 2021, our loan portfolio included ~~$70.7~~$67.5 million of loans, approximately ~~17.2%~~15.6% of our total funded loans ~~(21.8%~~(17.6% excluding PPP loans), to the dental industry, compared to $67.2 million, or 16.8% (21.1% excluding PPP loans), of total funded loans, as of December 31, 2020. We believe that these loans are to credit worthy borrowers and are diversified geographically.

Paycheck Protection Program

In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. Loans covered by the PPP may be eligible for loan forgiveness for certain costs incurred related to payroll, group health care benefit costs and qualifying mortgage, rent and utility payments. The remaining loan balance after forgiveness of any amounts is still fully guaranteed by the SBA. Terms of the PPP loans include the following (i) maximum amount limited to the lesser of $10 million or an amount calculated using a payroll-based formula, (ii) maximum loan term of two or five years, depending on the date of origination, (iii) interest rate of 1.00%, (iv) no collateral or personal guarantees are required, (v) no payments are required for six months following the loan disbursement date and (vi) loan forgiveness up to the full principal amount of the loan and any accrued interest, subject to certain requirements including that no more than 40% of the loan forgiveness amount may be attributable to non-payroll costs. In return for processing and booking the loan, the SBA will pay the lender a processing fee tiered by the size of the loan (5% for loans of not more than $350 thousand; 3% for loans more than $350 thousand and less than $2 million; and 1% for loans of at least $2 million). During the year ended December 31, 2020, we funded $98.3 million of PPP loans. As of ~~June~~September 30, 2021, approximately ~~$75.6~~$97.3 million of the PPP loans originated in 2020 have been forgiven by the SBA and were paid off or repaid by the borrower, leaving an outstanding balance of ~~$22.7~~$1.0 million as of ~~June~~September 30, 2021. The Consolidated Appropriations Act, 2021, which was signed into law on December 27, 2020, allocated an additional $284 billion to the SBA to fund a second round of PPP and extended the application period for the PPP to March 31, 2021. The PPP application period was later extended to the earlier of May 31, 2021, or such date when all PPP funds are exhausted. During the ~~six~~nine months ended ~~June~~September 30, 2021, we originated $66.2 million of PPP loans. As of ~~June~~September 30, 2021, approximately ~~$2.6~~$17.9 million of the PPP loans originated in 2021 have been forgiven by the SBA and were paid off or repaid by the borrower, leaving an outstanding balance of ~~$63.6~~$48.2 million as of ~~June~~September 30, 2021. Total outstanding PPP loans was ~~$86.3~~$49.2 at ~~June~~September 30, 2021. We received $3.4 million of PPP-related fees from the SBA for the loans originated during 2021. We deferred $3.3 million of the PPP-related SBA fees, net of $99,000 which represented costs incurred to originate these PPP loans.

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We are also participating in the PPPLF which, through June 30, 2021, extended loans to banks who are loaning money to small businesses under the PPP. The total amount borrowed under the PPPLF as of ~~June~~September 30, 2021 was ~~$87.6~~$50.1 million and is non-recourse and secured by an equal amount of the PPP loans we originated. The maturity date of a borrowing under the PPPLF is equal to the maturity date of the PPP loan pledged to secure the borrowing and would be accelerated (i) if the underlying PPP loan goes into default and is sold to the SBA to realize on the SBA guarantee or (ii) to the extent that any loan forgiveness reimbursement is received from the SBA. Borrowings under the PPPLF will bear interest at a rate of 0.35%.

As of ~~June~~September 30, 2021, ~~46.4%~~52.7% of the Company’s loan portfolio, or ~~$190.7~~$228.1 million, matures or re-prices within one year or less. The following table presents the contractual maturity ranges for the Company’s loan portfolio as of ~~June~~September 30, 2021 and December 31, 2020, and also presents for each maturity range the portion of loans that have fixed interest rates or variable interest rates over the life of the loan in accordance with changes in the interest rate environment as represented by the base rate:

	As of June 30, 2021												As of September 30, 2021
			Over 1 Year through 5 Years				Over 5 Years								Over 1 Year through 5 Years				Over 5 Years
(In thousands)	One Year or Less		Fixed Rate		Floating or Adjustable Rate		Fixed Rate		Floating or Adjustable Rate		Total		One Year or Less		Fixed Rate		Floating or Adjustable Rate		Fixed Rate		Floating or Adjustable Rate		Total
Commercial and industrial	$	9,779	$	11,649	$	5,440	$	54,578	$	-	$	81,446	$	11,232	$	10,464	$	4,893	$	54,332	$	-	$	80,921
Consumer installment		907		2,854		-		12		-		3,773		127		2,214		-		-		-		2,341
Real estate – residential		108		5,228		-		-		-		5,336		108		4,867		-		-		-		4,975
Real estate – commercial		10,823		7,734		24,763		1,580		7,926		52,826		23,735		8,069		24,292		1,579		7,083		64,758
Real estate – construction and land		4,929		1,963		-		412		194		7,498		1,023		2,029		-		510		-		3,562
SBA 7(a) guaranteed		99,386		62,769		11,308		459		-		173,922		89,053		48,945		11,187		696		-		149,881
SBA 7(a) unguaranteed		45,195		366		3,893		901		-		50,355		46,737		362		3,975		130		189		51,393
SBA 504		18,720		-		12,408		-		3,724		34,852		16,266		-		14,861		-		3,704		34,831
USDA		803		-		-		-		-		803		804		-		-		-		-		804
Other		-		-		-		-		-		-
Factored Receivables														39,001		-		-		-		-		39,001
Total	$	190,650	$	92,563	$	57,812	$	57,942	$	11,844	$	410,811	$	228,086	$	76,950	$	59,208	$	57,247	$	10,976	$	432,467

	As of December 31, 2020												As of December 31, 2020
			Over 1 Year through 5 Years				Over 5 Years								Over 1 Year through 5 Years				Over 5 Years
(In thousands)	One Year or Less		Fixed Rate		Floating or Adjustable Rate		Fixed Rate		Floating or Adjustable Rate		Total		One Year or Less		Fixed Rate		Floating or Adjustable Rate		Fixed Rate		Floating or Adjustable Rate		Total
Commercial and industrial	$	11,330	$	9,631	$	6,937	$	51,391	$	575	$	79,864	$	11,330	$	9,631	$	6,937	$	51,391	$	575	$	79,864
Consumer installment		6,015		4,231		-		13		-		10,259		6,015		4,231		-		13		-		10,259
Real estate – residential		768		3,551		-		-		-		4,319		768		3,551		-		-		-		4,319
Real estate – commercial		3,410		7,628		23,790		2,130		7,526		44,484		3,410		7,628		23,790		2,130		7,526		44,484
Real estate – construction and land		1,690		2,344		4,159		20		183		8,396		1,690		2,344		4,159		20		183		8,396
SBA 7(a) guaranteed		69,968		80,951		13,286		482		-		164,687		69,968		80,951		13,286		482		-		164,687
SBA 7(a) unguaranteed		45,387		29		4,878		1,239		646		52,179		45,387		29		4,878		1,239		646		52,179
SBA 504		20,513		-		11,274		-		3,766		35,553		20,513		-		11,274		-		3,766		35,553
USDA		801		-		-		-		-		801		801		-		-		-		-		801
Other		-		-		-		-		-		-		-		-		-		-		-		-
Total	$	159,882	$	108,365	$	64,324	$	55,275	$	12,696	$	400,542	$	159,882	$	108,365	$	64,324	$	55,275	$	12,696	$	400,542

Scheduled contractual principal repayments of loans do not reflect the actual life of such assets. The average life of loans is less than their average contractual terms due to prepayments.

Loans acquired in acquisitions are initially recorded at fair value with no carryover of the related allowance for credit losses. The fair value of the loans is determined using market participant assumptions in estimating the amount and timing of principal and interest cash flows initially expected to be collected on the loans and discounting those cash flows at an appropriate market rate of interest.

Under the accounting model for acquired loans, the excess of cash flows expected to be collected over the carrying amount of the loans, referred to as the “accretable yield,” is accreted into interest income over the life of the loans.

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Non-performing Assets

Our primary business segments are Banking and Other Financial Services, and as outlined above, the Banking segment’s primary business is lending. That activity entails potential loan losses, the magnitude of which depends on a variety of economic factors affecting borrowers and factor clients which are beyond our control. While we have instituted underwriting guidelines and policies and credit review procedures to protect us from avoidable credit losses, some losses will inevitably occur. The COVID-19 pandemic has contributed to an increased risk of delinquencies, defaults and foreclosures. Through the date of this filing, the Company has not experienced any loan charge-offs caused by the economic impact from COVID-19.

Non-performing assets include non-accrual loans, loans 90 days or more past due and still accruing and foreclosed assets. Non-performing assets totaled ~~$3.7~~$8.7 million as of ~~June~~September 30, 2021, compared to $1.8 million as of December 31, 2020. As of ~~June~~September 30, 2021, non-performing assets consisted of $5.7 million of nonaccrual loans including SBA non-accrual loans totaling ~~$3.6~~$5.4 million, of which ~~$2.5~~$4.4 million was guaranteed by the SBA, ~~and~~ commercial real estate non-accrual loans totaling ~~$154,000.~~$151,000 and commercial and industrial loans totaling $94,000. As of December 31, 2020, non-performing assets consisted of SBA non-accrual loans totaling $1.6 million, of which $1.1 million was guaranteed by the SBA, and commercial and industrial non-accrual loans totaling $158,000. ~~There were no foreclosed assets as of June 30, 2021 and December 31, 2020.~~

Loans are considered past due when principal and interest payments have not been received as of the date such payments are contractually due. Loans are placed on non-accrual status when management has concerns relating to the ability to collect the loan interest and generally when such loans are 90 days or more past due. A loan is considered impaired when it is probable that not all principal and interest amounts will be collected according to the original loan contract. ~~There were no loans~~Loans past due 90 days or more and still accruing interest ~~as of June 30, 2021 and December 31, 2020.~~totaled $2.5 million which solely included factored receivables.

Foreclosed assets represent property acquired as the result of borrower defaults on loans. Foreclosed assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure. Write-downs occurring at foreclosure are charged against the allowance for possible loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs are provided for subsequent declines in value and are included in other non-interest expense along with other expenses related to maintaining the properties. Foreclosed assets as of September 30, 2021 totaled $517,000 which included one SBA loan that was foreclosed on during the three months ended September 30, 2021. There were no foreclosed assets as of ~~June 30, 2021 and~~ December 31, 2020.

The following table sets forth certain information regarding non-performing assets and restructured loans by type, including ratios of such loans to total assets as of the dates indicated:

	June 30, 2021					December 31, 2020					September 30, 2021					December 31, 2020
(In thousands, except percentages)	Amount		Loan Category to Total Assets			Amount		Loan Category to Total Assets			Amount		Loan Category to Total Assets			Amount		Loan Category to Total Assets
Non-accrual loans:
Commercial and industrial											$	94		0.02	%	$	158		0.03	%
Real estate – commercial	$	154		0.03	%	$	158		0.03	%		151		0.03			-		-
SBA guaranteed		2,471		0.44			1,118		0.22			4,233		0.77			1,118		0.22
SBA unguaranteed		1,079		0.19			517		0.10			1,212		0.18			517		0.10
Total non-accrual loans		3,704		0.66			1,793		0.35			5,690		0.99			1,793		0.35
Loans past due 90 days and accruing		-		-			-		-
Factored Receivables past due 90 days												2,448		0.43			-		-
Foreclosed assets		-		-			-		-			517		0.09			-		-
Total non-performing assets	$	3,704		0.66	%	$	1,793		0.35	%	$	8,655		1.51	%	$	1,793		0.35	%
Restructured loans on non-accrual	$	-		-	%	$	-		-	%	$	-		-	%	$	-		-	%

Restructured loans are considered “troubled debt restructurings” if, due to the borrower’s financial difficulties, we have granted a concession that we would not otherwise consider. This may include a transfer of real estate or other assets from the borrower, a modification of loan terms, or a combination of the two. Modifications of terms that could potentially qualify as a troubled debt restructuring include reduction of contractual interest rate, extension of the maturity date at a contractual interest rate lower than the current market rate for new debt with similar risk, or a reduction of the face amount of debt, either forgiveness of principal or accrued interest. As of ~~June~~September 30, 2021 and December 31, 2020, we had no loans considered to be a troubled debt restructuring.

As noted in Note 3, “Loans and Allowance for Loan Losses,” Section 4013 of the CARES Act, as amended by the Consolidated Appropriations Act, 2021, provides financial institutions the option to suspend troubled debt restructuring accounting under GAAP in certain circumstances and the Company has elected that option. The Company has worked proactively with customers experiencing financial challenges from the COVID-19 pandemic. As of ~~June~~September 30, 2021, the Company had ~~two~~six loans totaling ~~$3.2~~$10.3 million that were in COVID-19-related deferment. At December 31, 2020, there were 11 loans in COVID-19-related deferment with an aggregate outstanding balance of approximately $4.3 million. The increase in the amount of loans with COVID-19-related deferrals is primarily in the SBA segment of the Bank’s loan portfolio.

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Allowance for Loan and Lease Losses

The allowance for loan and lease losses (“ALLL”) is a valuation allowance for credit losses in the loan portfolio. Management has adopted a methodology to properly analyze and determine an adequate loan loss allowance, which includes allowance allocations calculated in accordance with FASB ASC Topic 310, Receivables, and allowance allocations calculated in accordance with FASB ASC Topic 450, Contingencies. The analysis is based on sound, reliable and well documented information and is designed to support an allowance that is adequate to absorb all estimated incurred losses in our loan portfolio.

In estimating the specific and general exposure to loss on impaired loans, we have considered a number of factors, including the borrower’s character, overall financial condition, resources and payment record, the prospects for support from any financially responsible guarantors, and the realizable value of any collateral.

We also consider other internal and external factors when determining the allowance for loan losses, which include, but are not limited to, changes in national and local economic conditions, loan portfolio concentrations, and trends in the loan portfolio. Given the level of economic disruption and uncertainty within the State of Texas and the nation as a whole, arising from the COVID-19 pandemic and volatility, the Company qualitatively adjusted the analysis for the allowance for loan losses for these and other risk factors as discussed in Item 1.A. “Risk Factors” of the 2020 Form 10-K. Based on an analysis performed by management at ~~June~~September 30, 2021, the allowance for loan losses is believed to be adequate to cover estimated loan losses in the portfolio as of that date based on the loan loss methodology employed by management. However, management’s judgment is based upon a number of assumptions about future events, which are believed to be reasonable, but which may or may not prove valid. Thus, charge-offs in future periods may exceed the allowance for loan losses or significant additional increases in the allowance for loan losses may be required.

Senior management and the Directors’ Loan Committee review this calculation and the underlying assumptions on a routine basis not less frequently than quarterly.

The allowance for loan losses totaled ~~$3.3~~$3.9 million and $2.9 million, as of ~~June~~September 30, 2021 and December 31, 2020, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company had one SBA charge-off of $215,000 and recoveries of ~~$12,000.~~$15,000. During the three months ended ~~June~~September 30, 2021, there were no charge-offs and recoveries of ~~$8,000.~~$3,000.

The table below presents a summary of the Company’s net loan loss experience and provisions to the ALLL for the period indicated:

	As of and for the Three Months Ended						As of and for the Six Months Ended						As of and for the Three Months Ended						As of and for the Nine Months Ended
	June 30						June 30						September 30						September 30
(In thousands, except percentages)	2021			2020			2021			2020			2021			2020			2021			2020
Average loans outstanding	$	436,020		$	376,803		$	437,395		$	337,100		$	454,407		$	413,661		$	443,128		$	362,806
Gross loans outstanding at end of period	$	410,811		$	394,769		$	410,811		$	394,769		$	432,467		$	402,168		$	432,467		$	402,168
Allowance for loan losses at beginning of period	$	3,158		$	2,221		$	2,941		$	1,408		$	3,307		$	2,548		$	2,941		$	1,408
Provision for loan losses		141			475			569			1,263			641			445			1,210			1,709
Charge offs:
SBA 7(a)		-			149			215			160			-			57			215			218
Factored Receivables														73			-			73			-
Total charge-offs		-			149			215			160			73			57			288			218
Recoveries:
Commercial and industrial		-			-			-			33			-			-			-			33
SBA 7(a)		8			1			12			4			3			2			15			6
Factored Receivables														20			-			20			-
Total recoveries		8			1			12			37			23			2			35			39
Net recoveries (charge-offs)		8			148			(203	)		123
Net charge-offs														50			55			253			179
Allowance for loan losses at end of period	$	3,307		$	2,548		$	3,307		$	2,548		$	3,898		$	2,938		$	3,898		$	2,938
Ratio of allowance to end of period loan		0.80	%		0.65	%		0.80	%		0.65	%		0.90	%		0.73	%		0.90	%		0.73	%
Ratio of net charge-offs to average loans		0.01	%		0.16	%		0.00	%		0.07	%		0.02	%		0.01	%		0.06	%		0.05	%

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The following table sets forth the allocation of the allowance as of the date indicated and the percentage of allocated possible loan losses in each category to total gross loans as of the date indicated:

(In thousands, except percentages)	June 30, 2021					December 31, 2020					September 30, 2021					December 31, 2020
Allocated:	Amount		Loan Category to Gross Loans			Amount		Loan Category to Gross Loans			Amount		Loan Category to Gross Loans			Amount		Loan Category to Gross Loans
Commercial and industrial	$	1,129		19.8	%	$	928		19.9	%	$	1,072		18.7	%	$	928		19.9	%
Consumer installment		50		0.9			91		2.6			30		0.5			91		2.6
Real estate – residential		76		1.3			52		1.1			68		1.2			52		1.1
Real estate – commercial		738		12.9			527		11.1			869		15.0			527		11.1
Real estate – construction and land		105		1.8			100		2.1			48		0.8			100		2.1
SBA		1,190		63.1			1,225		63.0			1,204		54.6			1,225		63.0
USDA		19		0.2			18		0.2			19		0.2			18		0.2
Factored Receivables												588		9.0			-		-
Total allowance for loan losses	$	3,307		100.0	%	$	2,941		100.0	%	$	3,898		100.0	%	$	2,941		100.0	%

Sources of Funds

General

Deposits, loan and investment security repayments and prepayments, proceeds from the sale of securities, and cash flows generated from operations are the primary sources of our funds for lending, investing, and other general purposes. Loan repayments are generally a relatively stable source of funds, while deposit inflows and outflows tend to fluctuate with prevailing ~~interests~~interest rates, markets and economic conditions, and competition.

Deposits

Deposits are attracted principally from our primary geographic market area with the exception of time deposits, which, due to the Company’s attractive rates, are attracted from across the nation. The Company offers a broad selection of deposit products, including demand deposit accounts, NOW accounts, money market accounts, regular savings accounts, term certificates of deposit and retirement savings plans (such as IRAs). Deposit account terms vary, with the primary differences being the minimum balance required, the time period the funds must remain on deposit, and the associated interest rates. Management sets the deposit interest rates periodically based on a review of deposit flows and a survey of rates among competitors and other financial institutions. The Company relies on customer service and long-standing relationships with customers to attract and retain deposits, and also on CD listing services. During the second quarter of 2020, we received $40.0 million in brokered deposits through an Insured Cash Sweep One-Way Buy agreement to provide liquidity to fund PPP loan originations. This brokered deposit is included in our money market accounts as of ~~June~~September 30, 2021.

Total deposits increased ~~$36.0~~$73.9 million, or ~~10.3%~~21.2%, to ~~$384.0~~$421.9 million as of ~~June~~September 30, 2021, as compared to $348.0 million as of December 31, 2020. The following table sets forth our average deposit account balances, the percentage of each type of deposit to total deposits, and average cost of funds for each category of deposits for the periods indicated:

	For the six months ended June 30,																For the nine months ended September 30,
	2021								2020								2021								2020
(In thousands, except percentages)	Average Balance		Percent of Deposits			Average Rate			Average Balance		Percent of Deposits			Average Rate			Average Balance		Percent of Deposits			Average Rate			Average Balance		Percent of Deposits			Average Rate
Non-interest-bearing deposits	$	64,205		17.7	%		0.00	%	$	45,034		12.8	%		0.00	%	$	69,340		18.4	%		0.00	%	$	48,441		13.4	%		0.00	%
Savings and interest-bearing demand		13,740		3.8			0.23			9,646		2.7			0.37			13,977		3.7			0.25			9,890		2.7			0.34
Money market accounts		109,602		30.3			0.36			82,456		23.4			0.72			114,542		30.5			0.36			92,312		25.6			0.58
Time deposits		174,470		48.2			1.20			215,018		61.1			2.01			178,275		47.4			1.15			210,776		58.3			1.91
Total deposits	$	362,017		100.00	%		0.70	%	$	352,154		100.00	%		1.41	%	$	376,134		100.00	%		0.69	%	$	361,419		100.00	%		1.27	%

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Borrowings

The table below presents balances of each of the borrowing facilities as of the dates indicated:

	June 30,		December 31,		September 30,		December 31,
(In thousands)	2021		2020		2021		2020
Borrowings:
FRB borrowings (PPPLF)	$	87,544	$	83,690	$	50,068	$	83,690
Subordinated notes		12,000		12,000		12,000		12,000
	$	99,544	$	95,690	$	62,068	$	95,690

The Company has a credit line with the FHLB with borrowing capacity of ~~$49.7~~$44.3 million secured by commercial loans. The Company determines its borrowing needs and renews the advances accordingly at varying terms. The Company had no borrowings with FHLB as of ~~June~~September 30, 2021 and December 31, 2020.

The Company also has a credit line with the FRB with borrowing capacity of ~~$25.0~~$22.4 million, which is secured by commercial loans. There were no outstanding borrowings against the FRB line of credit as of ~~June~~September 30, 2021 and December 31, 2020.

In connection with the PPPLF, ~~$87.5~~$50.1 million of PPP loans was pledged to the Federal Reserve and borrowed as of ~~June~~September 30, 2021, at an interest rate of 0.35%.

Capital Resources and Regulatory Capital Requirements

Shareholders’ equity increased ~~$6.8~~$21.9 million, or ~~11.3%~~36.5%, to ~~$66.8~~$81.9 million as of ~~June~~September 30, 2021, from $60.0 million as of December 31, 2020. The increase included net income of ~~$8.0~~$13.2 million, ~~$204,000~~$192,000 net after-tax decrease in other comprehensive income related to the market value of the securities available for sale, and ~~$163,000~~$236,000 related to stock compensation expense. In addition, shares of Company common stock in the amount of $10.7 million were issued as part of the consideration paid for the acquisition of Integra. Use of capital included ~~$776,000~~$1.2 million of dividends paid on the Series B preferred stock and ~~$411,000~~$850,000 of dividends paid on the common stock.

Together with the Bank, the Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s and, accordingly, the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of ~~June~~September 30, 2021, the Company and the Bank met all capital adequacy requirements to which they were subject. As of ~~June~~September 30, 2021, the Bank qualified as “well capitalized” under the prompt corrective action regulations of Basel III and the OCC.

Quantitative measures established by regulations to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations), common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets, and of Tier 1 capital (as defined in the regulations) to average assets (as defined in the regulations).

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The following table presents our regulatory capital ratios, as well as those of the Bank, as of the dates indicated:

(In thousands, except percentages)	June 30, 2021					December 31, 2020					September 30, 2021					December 31, 2020
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Tectonic Financial, Inc.
Tier 1 Capital (to Average Assets)	$	55,190		12.43	%	$	48,046		11.66	%	$	59,591		12.55	%	$	48,046		11.66	%
Common Equity Tier 1 (to Risk Weighted Assets)		37,940		13.52			30,796		11.01			42,341		12.20			30,796		11.01
Tier 1 Capital (to Risk Weighted Assets)		55,190		19.67			48,046		17.17			59,591		17.17			48,046		17.17
Total Capital (to Risk Weighted Assets)		58,497		20.85			50,987		18.22			63,489		18.29			50,987		18.22

T Bank, N.A.
Tier 1 Capital (to Average Assets)	$	53,283		12.18	%	$	47,071		11.58	%	$	61,628		13.12	%	$	47,071		11.58	%
Common Equity Tier 1 (to Risk Weighted Assets)		53,283		19.15			47,071		17.17			61,628		17.87			47,071		17.17
Tier 1 Capital (to Risk Weighted Assets)		53,283		19.15			47,071		17.17			61,628		17.87			47,071		17.17
Total Capital (to Risk Weighted Assets)		56,590		20.34			50,012		18.25			65,526		19.00			50,012		18.25

Sanders Morris is regulated by FINRA, which, among other requirements, imposes minimums on its net regulatory capital. As of ~~June~~September 30, 2021, Sanders Morris is in compliance with its net regulatory capital requirement.

Liquidity

Our liquidity relates to our ability to maintain a steady flow of funds to support our ongoing operating, investing and financing activities. Our board of directors establishes policies and analyzes and manages liquidity to ensure that adequate funds are available to meet normal operating requirements in addition to unexpected customer demands for funds, such as high levels of deposit withdrawals or loan demand, in a timely and cost-effective manner. The most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and funds. Ultimately, public confidence is generated through profitable operations, sound credit quality and a strong capital position. Liquidity management is viewed from a long-term and a short-term perspective as well as from an asset and liability perspective. We monitor liquidity through a regular review of loan and deposit maturities and forecasts, incorporating this information into a detailed projected cash flow model.

The Bank’s liquidity is monitored by its management, the Asset-Liability Committee and its board of directors who review historical funding requirements, current liquidity position, sources and stability of funding, marketability of assets, options for attracting additional funds, and anticipated future funding needs, including the level of unfunded commitments.

The Company’s primary sources of funds are retail, small business, custodial, wholesale commercial deposits, loan repayments, maturity of investment securities, other short-term borrowings, and other funds provided by operations. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and loan prepayments are more influenced by interest rates, general economic conditions, and competition. The Company will maintain investments in liquid assets based upon management’s assessment of (1) the need for funds, (2) expected deposit flows, (3) yields available on short-term liquid assets, and (4) objectives of the asset/liability management program.

As of ~~June~~September 30, 2021 the Company had approximately ~~$74.6~~$33.7 million held in an interest-bearing account at the Federal Reserve. The Company has the ability to borrow funds as members of the FHLB and the FRB. As of ~~June~~September 30, 2021, the Company’s borrowing capacity with the FHLB was ~~$49.7~~$44.3 million based upon loan collateral pledged to the FHLB, of which none was utilized. In addition, the Company had ~~$17.6~~$17.4 million of unpledged securities that could be pledged to the FHLB as collateral to increase the borrowing capacity. The borrowing capacity with the FRB was ~~$25.0~~$22.4 million, of which none was utilized as of ~~June~~September 30, 2021. In addition, the Company has approximately ~~$89.8~~$101.5 million of SBA guaranteed loans held for investment that could be sold to investors.

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. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the accompanying balance sheets. Our exposure to credit loss in the event of non-performance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. We follow the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.

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Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

As of ~~June~~September 30, 2021, we had commitments to extend credit and standby letters of credit of approximately ~~$23.2~~$23.0 million and ~~$207,000,~~$282,000, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity and Market Risk

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

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 exposure to interest rates by structuring the balance sheet in the ordinary course of business. We use no off-balance-sheet financial instruments to manage interest rate risk.

Our exposure to interest rate risk is managed by the Bank’s Asset Liability Committee in accordance with policies approved by the Bank’s board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, liquidity, business strategies and other factors.

The committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. We employ methodologies to manage interest rate risk which include an analysis of relationships between interest-earning assets and interest-bearing liabilities, and an interest rate shock simulation model.

We use interest rate risk simulation models 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. The assumptions used 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 at least an annual basis, we run various stress tests to measure the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Under the static model, rates are shocked instantaneously, and ramped rates change over a twelve-month and twenty-four month horizon based upon parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Additionally, we run non-parallel simulation involving analysis of interest income and expense under various changes in the shape of the yield curve.

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The following table summarizes the impact of an instantaneous, sustained simulated change in net interest income over a 12-month horizon as of ~~June~~September 30, 2021:

Change in Interest Rates (basis points)	% Change in Net Interest Income			% Change in Net Interest Income
+200		14.25		17.23
+100		7.11		8.99
-100		(5.35	)	(4.71	)
-200		(16.01	)	(16.18	)

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

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this prospectus have been prepared in accordance with GAAP. These require 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. Inflation generally increases the costs of funds and operating overhead, and to the extent loans and other assets bear variable rates, the yields on such assets. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on the performance of a financial institution than the effects of general levels of inflation. In addition, inflation affects a financial institution’s cost of goods and services purchased, the cost of salaries and benefits, occupancy expense and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings and shareholders’ equity.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~June~~September 30, 2021 that has materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of its business. Based on the information presently available, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business’s financial condition or results of operations of the Company on a consolidated basis.

Item 1A. Risk Factors.

~~There have been no~~In evaluating an investment in any of our securities, investors should consider carefully, among other things, information under the heading “Cautionary Notice Regarding Forward-Looking Statements” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Form 10-Q and the risk factors previously disclosed under the heading “Risk Factors” in Part I, Item 1A of our 2020 Annual Report on Form 10-K. The following risk factors represent material changes in the risk factors disclosed ~~under Item 1A.~~by the Company in the 2020 Annual Report on Form 10-K as a result of our Integra acquisition.

New lines of business or new products and services may subject us to additional risk.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In acquiring, developing and/or marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business and/or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the integration, development and implementation of new lines of business and/or new products or services could have a material adverse effect on our business and, in turn, our financial condition and results of operations.

In July 2021, we completed the acquisition of Integra, which offers accounts receivable financing and factoring, inventory financing and purchase-order financing. This line of business is new for the Bank and has unique operational, control and accounting risks, which if not properly managed, could result in losses for our Company.

Our factoring services through the Bank’s Integra division are concentrated in the transportation industry and economic conditions or other factors negatively impacting the transportation industry could adversely affect our factoring business.

Factoring for small-sized trucking businesses constituted approximately 95% of our total factoring portfolio as of September 30, 2021, calculated based on the gross receivables from the purchase of invoices from such trucking businesses compared to our total gross receivables in the purchase of factored receivables as of such date. Given the concentration of our factoring business in the transportation industry, economic conditions or other factors that negatively impact the transportation industry could impact our factoring revenues, as the revenues we earn from purchasing transportation invoices are directly correlated with the amount of transportation activity generated by our factoring clients (i.e., ~~“Risk Factors,”~~the volume of transportation invoices they are able to generate by providing their services). Reductions in economic activity will typically cause a decrease in the volume of goods in commerce available to be transported by our factoring clients. Increased costs associated with operating a trucking business, such as may be caused by increases in the prices of oil and diesel fuel, may cause a diminished demand for trucking services as our clients pass those costs along to their customers. Conversely, decreases in the price of diesel fuel may cause the size of our factoring portfolio to decrease, as the price of diesel fuel typically directly correlates with the size of the ~~Company’s 2020 Form 10-K.~~invoices we purchase from our factoring clients. Additionally, the factoring industry may not continue its historical growth and we may face increased competition. Our failure to compete effectively in our market could restrain our growth or cause us to lose market share. Any of such events could impact the returns we realize on our factoring activity or result in a decrease in the overall amount of our factoring activity and could have an adverse effect on our business, financial condition and results of operations.

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Additional regulations and rule making impacting the transportation industry may have a disproportionate impact on the small-to-mid-sized trucking businesses that comprise our primary transportation factoring clients and adversely affect the factoring business conducted by the Bank’s Integra division.

Our primary transportation factoring clients are small-sized owner-operators and trucking fleets. Recently implemented federal regulations, and regulations proposed to be implemented in the future, may significantly increase the costs and expenses or reduce the ability to generate revenue associated with owning or operating a trucking fleet. These regulations include rule making proposed by the Federal Motor Carrier Safety Administration of the United States Department of Transportation (“FMCSA”) under the Compliance, Safety, Accountability (“CSA”) initiative, maximum hours of service limitations imposed by the FMCSA, electronic log requirements, and regulations proposed by the federal Food and Drug Administration (“FDA”) requiring increased labeling and monitoring by carriers of any commodity transported that is regulated by the FDA. The costs and burdens of compliance with these requirements will have a disproportionate impact on the small-to-mid-sized trucking businesses that comprise our client base and may force some or all of these businesses out of the market. Such an occurrence could impact the returns we realize on the factoring activity conducted by the Bank’s Integra division or result in a decrease in the overall amount of factoring activity conducted by the Bank’s Integra division and could have an adverse effect on our business, financial condition and results of operations.

Factoring products offered by the Bank’s Integra division may expose us to an increased risk of fraud.

We rely on the structural features embedded in the factoring products offered by the Bank’s Integra division to mitigate the credit risk associated with such products. With respect to our factoring products, we purchase the underlying invoices of our customers and become the direct payee under such invoices, thus transferring the credit risk in such transactions from our customers to the underlying account debtors on such invoices. In the event one or more of our customers fraudulently represents the existence or validity of an invoice we purchase in the case of a factoring transaction, we may advance more funds to such customer than we otherwise would and lose the benefit of the structural protections of our products with respect to such advances. In such event we could be exposed to material additional losses with respect to such factoring products. Although we believe we have controls in place to monitor and detect fraud with respect to our factoring products, there is no guarantee such controls will be effective. Losses from such fraudulent activity could have a material impact on our business, financial condition and results of operations.

Our commercial finance clients, particularly with respect to the Bank’s Integra factoring division, may lack the operating history, cash flows or balance sheet necessary to support other financing options and may expose us to additional credit risk, especially if our additional controls for such products are ineffective in mitigating such additional risks.

A significant portion of our loan portfolio consists of commercial finance products. Some of these commercial finance products, particularly asset-based loans and our factored receivables through the Bank’s Integra division, arise out of relationships with clients who lack the operating history, cash flows or balance sheet necessary to qualify for other financing options. We attempt to control for the additional credit risk in these relationships through credit management processes employed in connection with these transactions. However, if such controls are ineffective in controlling this additional risk or if we fail to follow the procedures we have established for managing this additional risk, we could be exposed to additional losses with respect to such product lines that could have an adverse effect on our business, financial condition and results of operations.

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

~~None during~~On July 1, 2021, the ~~quarter ended~~Company, through its subsidiary, TBI, acquired Integra (the “Acquisition”). Pursuant to the terms of and subject to the conditions set forth in the Agreement and Plan of Merger (the “Merger Agreement”), the transaction provided for the payment to the members of Integra of (a) an amount of cash equal to (i) $2,458,777, subject to certain adjustments described in the Merger Agreement, and (b) 453,203 shares of the Company’s common stock. The information responsive to this Item 2 was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June ~~30,~~24, 2021.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Table of Contents

Item 6. Exhibits and Financial Statement Schedules.

Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger by and among Tectonic Financial, Inc., T Bancshares, Inc. and Integra Funding Solutions, LLC, and joined in by The Bolt Family Irrevocable Trust, IF Holdings, LLC, Doug Waidelich, The Crane Basin Irrevocable Trust, The Hamilton Irrevocable Trust, Tracy A. Bolt, and Randall W. Woods (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 24, 2021 (File No. 001-38910)) (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K; however, the registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.)
3.1		Amended and Restated Certificate of Formation (incorporated by reference from Exhibit 3.1 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the SEC on May 9, 2019 (File No. 333-230949))
3.2		Certificate of Designation of 10.0% Series A Non-Cumulative Perpetual Preferred Stock (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 16, 2019 (File No. 001-38910))
3.3		Certificate of Designation of 9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on May 16, 2019 (File No. 001-38910))
3.4		Certificate of Amendment to effect Reverse Stock Split (incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on May 16, 2019 (File No. 001-38910))
3.5		Amended and Restated Bylaws (incorporated by reference from Exhibit 3.5 to Amendment No. 1 to the Registration Statement on Form S-1/A filed with the SEC on May 6, 2019 (File No. 333-230949))
31.1		Rule 13a-14(a) Certification of Principal Executive Officer*
31.2		Rule 13a-14(a) Certification of Principal Financial Officer*
32.1		Section 1350 Certification**

101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Label Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Definition Linkbase*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith
**	Furnished herewith

5461

Table of Contents

SIGNATURES

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

	TECTONIC FINANCIAL, INC.

Date: ~~August 16,~~November 15, 2021	By:	/s/ A. Haag Sherman

		A. Haag Sherman Chief Executive Officer/Principal Executive Officer

	By:	/s/ Ken Bramlage

		Ken Bramlage Executive Vice President and Chief Financial Officer/Principal Financial Officer

5562

iso4217:USD xbrli:shares

(Dollars in thousands)
Assets acquired:
Factored receivables	$	33,734
Other assets		441
Premises and equipment		24
Loans receivable		1,134
		35,333
Liabilities assumed:
Deposits		2,551
Other liabilities		226
Borrowings		28,927
		31,704
Fair value of net assets acquired		3,629
Consideration:
Cash paid		3,198
Common stock		10,651
Total consideration		13,849
Goodwill	$	10,220

(Dollars in thousands)	As of and for the Three Months Ended June 30, 2021			As of and for the Three Months Ended June 30, 2020			As of and for the Six Months Ended June 30, 2021			As of and for the Six Months Ended June 30, 2020
Income available to common shareholders	$	3,329		$	1,726		$	7,239		$	3,739

Average shareholders’ equity	$	63,806		$	52,841		$	61,904		$	51,618
Less: average goodwill		10,729			10,729			10,729			10,729
Less: average core deposit intangible		910			1,112			935			1,137
Less: average preferred stock		17,250			17,250			17,250			17,250
Average tangible common equity	$	34,917		$	23,750		$	32,990		$	22,502
Annual return on average tangible common equity		38.24	%		29.23	%		44.25	%		33.42	%