Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31,June 30, 2022

OR

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

Commission File Number: 001-39325

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

54-1598552

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

1051 East Cary Street

Suite 1200

Richmond, Virginia 23219

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(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

Common Stock, par value $1.33 per share

AUB

The NASDAQ Global Select Market

Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A

AUBAP

The NASDAQ Global Select Market

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

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

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

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 of common stock outstanding as of AprilJuly 28, 2022 was 75,014,103.74,703,474.

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION

FORM 10-Q

INDEX

ITEM

    

    

PAGE

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Balance Sheets as of March 31,June 30, 2022 (unaudited) and December 31, 2021 (audited)

2

Consolidated Statements of Income (unaudited) for the three and six months ended March 31,June 30, 2022 and 2021

3

Consolidated Statements of Comprehensive (Loss) Income (Loss) (unaudited) for the three and six months ended March 31,June 30, 2022 and 2021

4

Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and six months ended March 31,June 30, 2022 and 2021

5

Consolidated Statements of Cash Flows (unaudited) for the threesix months ended March 31,June 30, 2022 and 2021

6

Notes to Consolidated Financial Statements (unaudited)

8

Review Report of Independent Registered Public Accounting Firm

47

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

48

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

7075

Item 4.

Controls and Procedures

7277

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

7378

Item 1A.

Risk Factors

7378

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

7378

Item 6.

Exhibits

7579

Signatures

7780

Table of Contents

Glossary of Acronyms and Defined Terms

2021 Form 10-K

Annual Report on Form 10-K for the year ended December 31, 2021

Access

Access National Corporation and its subsidiaries

ACL

Allowance for credit losses

AFS

Available for sale

ALCO

Asset Liability Committee

ALLL

Allowance for loan and lease losses, a component of ACL

AOCI

Accumulated other comprehensive income (loss)

ASC

Accounting Standards Codification

ASC 820

ASC 820, Fair Value Measurements and Disclosures

ASU

Accounting Standards Update

ATM

Automated teller machine

AUB

Atlantic Union Bankshares Corporation

AUBAP

Atlantic Union Bankshares Corporation trading symbol

the Bank

Atlantic Union Bank (formerly, Union Bank & Trust)

BOLI

Bank-owned life insurance

bps

Basis points

BVAL

Bloomberg Valuation Service

CAA

Consolidated Appropriations Act, 2021

CARES Act

Coronavirus Aid, Relief, and Economic Security Act

CECL

Current expected credit losses

the Company

Atlantic Union Bankshares Corporation (formerly, Union Bankshares Corporation) and its subsidiaries

COVID-19

COVID-19 global pandemic

CSP

Cary Street Partners Financial LLC

depositary shares

Depositary shares, each representing a 1/400th ownership interest in a share of the Company’s Series A preferred stock, with a liquidation preference of $10,000 per share of Series A preferred stock (equivalent to $25 per depositary share)

DHFB

Dixon, Hubard, Feinour & Brown, Inc.

EPS

Earnings per common share

Exchange Act

Securities Exchange Act of 1934, as amended

FASB

Financial Accounting Standards Board

FCMs

Futures Commission Merchants

FDIC

Federal Deposit Insurance Corporation

Federal Reserve

Board of Governors of the Federal Reserve System

FRB

Federal Reserve Bank of Richmond

FHLB

Federal Home Loan Bank of Atlanta

FHLMC

Federal Home Loan Mortgage Corporation

FNB

FNB Corporation

FNMA

Federal National Mortgage Association

FOMC

Federal Open Markets Committee

FR Y9-C

Consolidated financial statements for a U.S. bank holding company, a savings and loan holding company, a U.S. intermediate holding company, and a securities holding company

FTE

Fully taxable equivalent

GAAP or U.S. GAAP

Accounting principles generally accepted in the United States

GNMA

Government National Mortgage Association

HTM

Held to maturity

ICE

Intercontinental Exchange Data Services

the Joint Guidance

The five federal bank regulatory agencies and the Conference of State Bank Supervisors guidance issued

Issued on March 22, 2020 (subsequently revised on April 7, 2020)

Table of Contents

LHFI

Loans held for investment

LHFS

Loans held for sale

LIBOR

London Interbank Offered Rate

MBS

Mortgage-Backed Securities

MFC

Middleburg Financial Corporation

NASDAQ

National Association of Securities Dealers Automated Quotation exchange

NOW

Negotiable order of withdrawal

Table of Contents

NPA

Nonperforming assets

OCI

Other comprehensive income

OREO

Other real estate owned

OTC

Over-the-counter

PD/LGD

Probability of default/loss given default

PPP

Paycheck Protection Program

Quarterly Report

Quarterly Report on Form 10-Q for the quarter ended March 31,June 30, 2022

Repurchase Program

The share repurchase program, approved on December 10, 2021 by the Company’s Board of Directors, which authorizes the Company to purchase up to $100.0 million worth of the Company’s common stock

ROU asset

Right of Use Asset

RUC

Reserve for unfunded commitments

RVI

Residual value insurance

SBA

Small Business Administration

SEC

Securities and Exchange Commission

Series A preferred stock

6.875% Perpetual Non-Cumulative Preferred Stock, Series A, par value $10.00 per share

SOFR

Secured Overnight Financing Rate

SSFA

Simplified supervisory formula approach

TDR

Troubled debt restructuring

Topic 606

ASU No. 2014-09, “Revenue from Contracts with Customers: Topic 606”

Topic 848

ASU 2020-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting”

VFG

Virginia Financial Group, Inc.

2031 Notes

$250.0 million of 2.875% fixed-to-floating rate subordinate notes issued by the Company during the fourth quarter of 2021 with a maturity date of December 15, 2031

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31,JUNE 30, 2022 AND DECEMBER 31, 2021

(Dollars in thousands, except share data)

March 31,

December 31,

2022

    

2021

ASSETS

(unaudited)

(audited)

Cash and cash equivalents:

Cash and due from banks

$

178,225

$

180,963

Interest-bearing deposits in other banks

213,140

618,714

Federal funds sold

4,938

2,824

Total cash and cash equivalents

396,303

802,501

Securities available for sale, at fair value

3,193,280

3,481,650

Securities held to maturity, at carrying value

756,872

628,000

Restricted stock, at cost

77,033

76,825

Loans held for sale, at fair value

21,227

20,861

Loans held for investment, net of deferred fees and costs

13,459,349

13,195,843

Less: allowance for loan and lease losses

102,591

99,787

Total loans held for investment, net

13,356,758

13,096,056

Premises and equipment, net

130,998

134,808

Goodwill

935,560

935,560

Amortizable intangibles, net

40,273

43,312

Bank owned life insurance

434,012

431,517

Other assets

440,114

413,706

Total assets

$

19,782,430

$

20,064,796

LIABILITIES

Noninterest-bearing demand deposits

$

5,370,063

$

5,207,324

Interest-bearing deposits

11,114,160

11,403,744

Total deposits

16,484,223

16,611,068

Securities sold under agreements to repurchase

115,027

117,870

Long-term borrowings

389,005

388,724

Other liabilities

295,840

237,063

Total liabilities

17,284,095

17,354,725

Commitments and contingencies (Note 7)

STOCKHOLDERS' EQUITY

Preferred stock, $10.00 par value

173

173

Common stock, $1.33 par value

99,651

100,101

Additional paid-in capital

1,786,640

1,807,368

Retained earnings

803,354

783,794

Accumulated other comprehensive income (loss)

(191,483)

18,635

Total stockholders' equity

2,498,335

2,710,071

Total liabilities and stockholders' equity

$

19,782,430

$

20,064,796

Common shares outstanding

75,335,956

75,663,648

Common shares authorized

200,000,000

200,000,000

Preferred shares outstanding

17,250

17,250

Preferred shares authorized

500,000

500,000

June 30,

December 31,

2022

    

2021

ASSETS

(unaudited)

(audited)

Cash and cash equivalents:

Cash and due from banks

$

158,902

$

180,963

Interest-bearing deposits in other banks

82,086

618,714

Federal funds sold

388

2,824

Total cash and cash equivalents

241,376

802,501

Securities available for sale, at fair value

2,951,421

3,481,650

Securities held to maturity, at carrying value

780,749

628,000

Restricted stock, at cost

87,908

76,825

Loans held for sale, at fair value

15,866

20,861

Loans held for investment, net of deferred fees and costs

13,655,408

13,195,843

Less: allowance for loan and lease losses

104,184

99,787

Total loans held for investment, net

13,551,224

13,096,056

Premises and equipment, net

128,661

134,808

Goodwill

925,211

935,560

Amortizable intangibles, net

31,621

43,312

Bank owned life insurance

436,703

431,517

Other assets

511,059

413,706

Total assets

$

19,661,799

$

20,064,796

LIABILITIES

Noninterest-bearing demand deposits

$

5,361,538

$

5,207,324

Interest-bearing deposits

10,767,097

11,403,744

Total deposits

16,128,635

16,611,068

Securities sold under agreements to repurchase

118,658

117,870

Other short-term borrowings

290,000

0

Long-term borrowings

389,290

388,724

Other liabilities

343,740

237,063

Total liabilities

17,270,323

17,354,725

Commitments and contingencies (Note 7)

STOCKHOLDERS' EQUITY

Preferred stock, $10.00 par value

173

173

Common stock, $1.33 par value

98,822

100,101

Additional paid-in capital

1,767,063

1,807,368

Retained earnings

841,701

783,794

Accumulated other comprehensive (loss) income

(316,283)

18,635

Total stockholders' equity

2,391,476

2,710,071

Total liabilities and stockholders' equity

$

19,661,799

$

20,064,796

Common shares outstanding

74,688,314

75,663,648

Common shares authorized

200,000,000

200,000,000

Preferred shares outstanding

17,250

17,250

Preferred shares authorized

500,000

500,000

See accompanying notes to consolidated financial statements.

-2-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

THREE AND SIX MONTHS ENDED MARCH 31,JUNE 30, 2022 AND 2021

(Dollars in thousands, except share and per share data)

Three Months Ended

March 31,

March 31,

2022

    

2021

    

Interest and dividend income:

Interest and fees on loans

$

114,200

$

128,006

Interest on deposits in other banks

131

77

Interest and dividends on securities:

Taxable

13,666

10,353

Nontaxable

10,459

9,237

Total interest and dividend income

138,456

147,673

Interest expense:

Interest on deposits

4,483

9,128

Interest on short-term borrowings

21

���

48

Interest on long-term borrowings

3,021

3,599

Total interest expense

7,525

12,775

Net interest income

130,931

134,898

Provision for credit losses

2,800

(13,624)

Net interest income after provision for credit losses

128,131

148,522

Noninterest income:

Service charges on deposit accounts

7,596

5,509

Other service charges, commissions and fees

1,655

1,701

Interchange fees

1,810

1,847

Fiduciary and asset management fees

7,255

6,475

Mortgage banking income

3,117

8,255

Bank owned life insurance income

2,697

2,265

Loan-related interest rate swap fees

3,860

1,754

Other operating income

2,163

3,179

Total noninterest income

30,153

30,985

Noninterest expenses:

Salaries and benefits

58,298

52,660

Occupancy expenses

6,883

7,315

Furniture and equipment expenses

3,597

3,968

Technology and data processing

7,796

6,904

Professional services

4,090

4,960

Marketing and advertising expense

2,163

2,044

FDIC assessment premiums and other insurance

2,485

2,307

Other taxes

4,499

4,436

Loan-related expenses

1,776

1,877

Amortization of intangible assets

3,039

3,730

Loss on debt extinguishment

0

14,695

Other expenses

10,695

7,041

Total noninterest expenses

105,321

111,937

Income from continuing operations before income taxes

52,963

67,570

Income tax expense

9,273

11,381

Net income

43,690

56,189

Dividends on preferred stock

2,967

2,967

Net income available to common shareholders

$

40,723

$

53,222

Basic earnings per common share

$

0.54

$

0.67

Diluted earnings per common share

$

0.54

$

0.67

Dividends declared per common share

$

0.28

$

0.25

Basic weighted average number of common shares outstanding

75,544,644

78,863,468

Diluted weighted average number of common shares outstanding

75,556,127

78,884,235

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

2022

    

2021

    

2022

    

2021

Interest and dividend income:

Interest and fees on loans

$

123,266

$

130,570

$

237,466

$

258,576

Interest on deposits in other banks

157

86

288

163

Interest and dividends on securities:

Taxable

14,695

10,519

28,361

20,872

Nontaxable

10,637

9,677

21,097

18,914

Total interest and dividend income

148,755

150,852

287,212

298,525

Interest expense:

Interest on deposits

6,097

7,238

10,580

16,366

Interest on short-term borrowings

555

21

576

69

Interest on long-term borrowings

3,336

3,045

6,358

6,644

Total interest expense

9,988

10,304

17,514

23,079

Net interest income

138,767

140,548

269,698

275,446

Provision for credit losses

3,559

(27,414)

6,359

(41,037)

Net interest income after provision for credit losses

135,208

167,962

263,339

316,483

Noninterest income:

Service charges on deposit accounts

8,040

6,607

15,637

12,116

Other service charges, commissions and fees

1,709

1,735

3,364

3,436

Interchange fees

2,268

2,203

4,078

4,050

Fiduciary and asset management fees

6,939

6,819

14,194

13,294

Mortgage banking income

2,200

4,619

5,317

12,874

Bank owned life insurance income

2,716

3,209

5,413

5,475

Loan-related interest rate swap fees

2,600

1,321

6,460

3,075

Other operating income

11,814

1,953

13,976

5,131

Total noninterest income

38,286

28,466

68,439

59,451

Noninterest expenses:

Salaries and benefits

55,305

50,766

113,603

103,426

Occupancy expenses

6,395

7,140

13,278

14,454

Furniture and equipment expenses

3,590

3,911

7,187

7,880

Technology and data processing

7,862

7,219

15,658

14,123

Professional services

4,680

4,408

8,770

9,369

Marketing and advertising expense

2,502

2,738

4,665

4,782

FDIC assessment premiums and other insurance

2,765

2,319

5,250

4,626

Franchise and other taxes

4,500

4,435

8,999

8,871

Loan-related expenses

1,867

1,909

3,643

3,786

Amortization of intangible assets

2,915

3,568

5,954

7,298

Loss on debt extinguishment

0

0

0

14,695

Other expenses

6,387

3,558

17,082

10,598

Total noninterest expenses

98,768

91,971

204,089

203,908

Income from continuing operations before income taxes

74,726

104,457

127,689

172,026

Income tax expense

12,500

19,073

21,773

30,453

Net income

62,226

85,384

105,916

141,573

Dividends on preferred stock

2,967

2,967

5,934

5,934

Net income available to common shareholders

$

59,259

$

82,417

$

99,982

$

135,639

Basic earnings per common share

$

0.79

$

1.05

$

1.33

$

1.72

Diluted earnings per common share

$

0.79

$

1.05

$

1.33

$

1.72

Dividends declared per common share

$

0.28

$

0.28

$

0.56

$

0.53

Basic weighted average number of common shares outstanding

74,847,899

78,819,697

75,194,347

78,841,462

Diluted weighted average number of common shares outstanding

74,849,871

78,843,724

75,201,326

78,863,859

See accompanying notes to consolidated financial statements.

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Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

THREE AND SIX MONTHS ENDED MARCH 31,JUNE 30, 2022 AND 2021

(Dollars in thousands)

Three Months Ended

 

March 31, 

 

    

2022

    

2021

 

Net income

$

43,690

$

56,189

Other comprehensive income (loss):

 

 

Cash flow hedges:

 

 

Change in fair value of cash flow hedges (net of tax, $6,197 and $380 for the three months ended March 31, 2022 and 2021, respectively)

 

(23,313)

 

(1,428)

Reclassification adjustment for gains included in net income (net of tax, $0 and $12 for the three months ended March 31, 2022 and 2021, respectively) (1)

 

0

 

(47)

AFS securities:

 

 

Unrealized holding losses arising during period (net of tax, $49,700 and $8,806 for the three months ended March 31, 2022 and 2021, respectively)

 

(186,967)

 

(33,125)

Reclassification adjustment for gains included in net income (net of tax, $0 and $16 for the three months ended March 31, 2022 and 2021, respectively) (2)

 

0

 

(62)

HTM securities:

 

 

Reclassification adjustment for accretion of unrealized gain on AFS securities transferred to HTM (net of tax, $1 and $1 for the three months ended March 31, 2022 and 2021, respectively) (3)

 

(5)

 

(5)

Bank owned life insurance:

 

 

Reclassification adjustment for losses included in net income (4)

 

167

 

153

Other comprehensive loss

 

(210,118)

 

(34,514)

Comprehensive (loss) income

$

(166,428)

$

21,675

Three Months Ended

 

Six Months Ended

June 30, 

 

June 30, 

    

2022

    

2021

 

2022

    

2021

Net income

$

62,226

$

85,384

$

105,916

$

141,573

Other comprehensive (loss) income:

 

 

 

  

 

Cash flow hedges:

 

 

 

  

 

Change in fair value of cash flow hedges (net of tax, $3,076 and $693 for the three months and $9,273 and $313 for the six months ended June 30, 2022 and 2021, respectively)

 

(11,572)

 

2,607

 

(34,885)

 

1,179

Reclassification adjustment for (gains) included in net income (net of tax, $0 and $0 for the three months and $0 and $12 for the six months ended June 30, 2022 and 2021, respectively) (1)

 

0

 

0

 

0

 

(47)

AFS securities:

 

 

 

 

Unrealized holding gains (losses) arising during period (net of tax, $30,137 and $3,673 for the three months and $79,837 and $5,132 for the six months ended June 30, 2022 and 2021, respectively)

 

(113,374)

 

13,818

 

(300,341)

 

(19,307)

Reclassification adjustment for (gains) losses included in net income (net of tax, $0 and $0 for the three months and $0 and $16 for the six months ended June 30, 2022 and 2021, respectively) (2)

 

1

 

0

 

1

 

(62)

HTM securities:

 

 

 

 

Reclassification adjustment for accretion of unrealized (gain) on AFS securities transferred to HTM (net of tax, $1 and $1 for the three months and $3 and $3 for the six months ended June 30, 2022 and 2021, respectively) (3)

 

(5)

 

(5)

 

(10)

 

(10)

Bank owned life insurance:

 

 

 

Reclassification adjustment for losses included in net income (4)

 

150

 

151

 

317

 

304

Other comprehensive (loss) income:

 

(124,800)

 

16,571

 

(334,918)

 

(17,943)

Comprehensive (loss) income

$

(62,574)

$

101,955

$

(229,002)

$

123,630

(1) The gross amounts are generally reported in the interest income and interest expense sections of the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(2) The gross amounts reclassified into earnings are reported as "Gains on securities transactions""Other operating income" on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(3) The gross amounts reclassified into earnings are reported within interest income on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(4) Reclassifications in earnings are reported in "Salaries and benefits" expense on the Company’s Consolidated Statements of Income.

See accompanying notes to consolidated financial statements.

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Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2022 AND 2021

(Dollars in thousands, except share and per share amounts)

  

  

  

  

  

Accumulated

  

Additional

Other

Common

Preferred

Paid-In

Retained

Comprehensive

Stock

Stock

Capital

Earnings

Income (Loss)

Total

Balance - December 31, 2021

$

100,101

$

173

$

1,807,368

$

783,794

$

18,635

$

2,710,071

Net Income

 

43,690

 

43,690

Other comprehensive loss (net of taxes of $49,701)

 

(210,118)

 

(210,118)

Dividends on common stock ($0.28 per share)

 

(21,163)

 

(21,163)

Dividends on preferred stock ($171.88 per share)

 

(2,967)

 

(2,967)

Stock purchased under stock repurchase plan (629,691 shares)

(837)

(24,181)

(25,018)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (291,723 shares)

 

387

1,044

1,431

Stock-based compensation expense

 

2,409

 

2,409

Balance - March 31, 2022

$

99,651

$

173

$

1,786,640

$

803,354

$

(191,483)

$

2,498,335

  

  

  

  

  

Accumulated

  

Additional

Other

Common

Preferred

Paid-In

Retained

Comprehensive

Stock

Stock

Capital

Earnings

Income (Loss)

Total

Balance - December 31, 2021

$

100,101

$

173

$

1,807,368

$

783,794

$

18,635

$

2,710,071

Net Income

 

43,690

 

43,690

Other comprehensive loss (net of taxes of $49,701)

 

(210,118)

 

(210,118)

Dividends on common stock ($0.28 per share)

 

(21,163)

 

(21,163)

Dividends on preferred stock ($171.88 per share)

 

(2,967)

 

(2,967)

Stock purchased under stock repurchase plan (629,691 shares)

(837)

(24,181)

(25,018)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (291,723 shares)

 

387

1,044

1,431

Stock-based compensation expense

 

2,409

 

2,409

Balance - March 31, 2022

$

99,651

$

173

$

1,786,640

$

803,354

$

(191,483)

$

2,498,335

Net Income

 

62,226

 

62,226

Other comprehensive loss (net of taxes of $33,214)

 

��

(124,800)

 

(124,800)

Dividends on common stock ($0.28 per share)

 

(20,912)

 

(20,912)

Dividends on preferred stock ($171.88 per share)

 

(2,967)

 

(2,967)

Stock purchased under stock repurchase plan (649,208 shares)

(863)

(22,350)

(23,213)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (25,955 shares)

 

34

(154)

 

(120)

Stock-based compensation expense

2,927

2,927

Balance - June 30, 2022

$

98,822

$

173

$

1,767,063

$

841,701

$

(316,283)

$

2,391,476

Balance - December 31, 2020

$

104,169

$

173

$

1,917,081

$

616,052

$

71,015

$

2,708,490

Net Income

 

56,189

 

56,189

Other comprehensive loss (net of taxes of $8,835)

 

  

(34,514)

 

(34,514)

Dividends on common stock ($0.25 per share)

 

  

(19,700)

 

(19,700)

Dividends on preferred stock ($171.88 per share)

(2,967)

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (243,884 shares)

 

324

(289)

 

35

Stock-based compensation expense

 

  

2,199

 

2,199

Balance- March 31, 2021

$

104,493

$

173

$

1,918,991

$

649,574

$

36,501

$

2,709,732

Balance - December 31, 2020

$

104,169

$

173

$

1,917,081

$

616,052

$

71,015

$

2,708,490

Net Income

 

56,189

 

56,189

Other comprehensive loss (net of taxes of $8,835)

 

  

(34,514)

 

(34,514)

Dividends on common stock ($0.25 per share)

 

  

(19,700)

 

(19,700)

Dividends on preferred stock ($171.88 per share)

(2,967)

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (243,884 shares)

 

324

(289)

 

35

Stock-based compensation expense

 

  

2,199

 

2,199

Balance - March 31, 2021

$

104,493

$

173

$

1,918,991

$

649,574

$

36,501

$

2,709,732

Net Income

 

85,384

 

85,384

Other comprehensive income (net of taxes of $3,672)

16,571

16,571

Dividends on common stock ($0.28 per share)

(22,125)

(22,125)

Dividends on preferred stock ($171.88 per share)

(2,967)

(2,967)

Stock purchased under stock repurchase plan (1,090,169 shares)

(1,450)

(40,913)

(42,363)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (35,693 shares)

48

663

711

Stock-based compensation expense

2,654

2,654

Balance - June 30, 2021

$

103,091

$

173

$

1,881,395

$

709,866

$

53,072

$

2,747,597

See accompanying notes to consolidated financial statements.

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Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2022 AND 2021

(Dollars in thousands)

    

2022

    

2021

Operating activities:

 

  

 

  

Net income

$

43,690

$

56,189

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

  

 

  

Depreciation of premises and equipment

 

3,599

 

3,969

Writedown of ROU assets and equipment

 

4,570

 

1,065

Amortization, net

 

8,619

 

7,904

Amortization (accretion) related to acquisitions, net

 

875

 

(532)

Provision for credit losses

 

2,800

 

(13,624)

Gains on securities transactions, net

 

0

 

(78)

BOLI income

 

(2,697)

 

(2,265)

Originations and purchases of loans held for sale

 

(91,957)

 

(185,885)

Proceeds from sales of loans held for sale

91,434

231,250

Gains on sales of foreclosed properties and former bank premises, net

0

(706)

Losses on debt extinguishment

0

14,695

Stock-based compensation expenses

 

2,409

 

2,199

Issuance of common stock for services

 

217

 

0

Net decrease in other assets

 

46,434

 

42,567

Net increase (decrease) in other liabilities

 

1,454

 

(72,375)

Net cash provided by operating activities

 

111,447

 

84,373

Investing activities:

 

  

 

  

Purchases of AFS securities, restricted stock, and other investments

 

(62,773)

 

(355,992)

Purchases of HTM securities

 

(130,533)

 

0

Proceeds from sales of AFS securities and restricted stock

 

0

 

45,436

Proceeds from maturities, calls and paydowns of AFS securities

 

109,974

 

124,053

Proceeds from maturities, calls and paydowns of HTM securities

 

550

 

432

Net increase in loans held for investment

(258,502)

(250,762)

Net increase in premises and equipment

 

(797)

 

(3,520)

Proceeds from BOLI settlements

2,068

556

Proceeds from sales of foreclosed properties and former bank premises

 

0

 

2,431

Net cash used in investing activities

 

(340,013)

 

(437,366)

Financing activities:

 

  

 

  

Net increase in noninterest-bearing deposits

 

162,739

 

697,696

Net decrease in interest-bearing deposits

 

(289,594)

 

(122,424)

Net decrease in short-term borrowings

 

(2,843)

 

(77,366)

Repayments of long-term debt

0

(214,695)

Cash dividends paid - common stock

 

(21,163)

 

(19,700)

Cash dividends paid - preferred stock

(2,967)

(2,967)

Repurchase of common stock

(25,018)

0

Issuance of common stock

 

3,804

 

2,183

Vesting of restricted stock, net of shares held for taxes

 

(2,590)

 

(2,148)

Net cash (used in) provided by financing activities

 

(177,632)

 

260,579

Decrease in cash and cash equivalents

 

(406,198)

(92,414)

Cash, cash equivalents and restricted cash at beginning of the period

 

802,501

 

493,294

Cash, cash equivalents and restricted cash at end of the period

$

396,303

$

400,880

    

2022

    

2021

Operating activities:

 

  

 

  

Net income

$

105,916

$

141,573

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

Depreciation of premises and equipment

 

7,119

 

7,966

Writedown of ROU assets and equipment

 

4,570

 

1,065

Amortization, net

 

16,093

 

15,928

Amortization (accretion) related to acquisitions, net

 

1,014

 

(1,056)

Provision for credit losses

 

6,359

 

(41,037)

Losses (gains) on securities transactions, net

 

2

 

(78)

Gain on sale of DHFB

 

(9,082)

 

0

BOLI income

(5,413)

(5,475)

Originations and purchases of loans held for sale

 

(191,470)

 

(348,138)

Proceeds from sales of loans held for sale

196,381

409,809

Gains on sales of foreclosed properties and former bank premises, net

(631)

(1,810)

Losses on debt extinguishment

0

14,695

Stock-based compensation expenses

 

5,336

 

4,853

Issuance of common stock for services

 

409

 

188

Net decrease in other assets

 

25,875

 

64,826

Net increase (decrease) in other liabilities

 

36,751

 

(125,899)

Net cash provided by operating activities

 

199,229

 

137,410

Investing activities:

 

  

 

  

Purchases of AFS securities, restricted stock, and other investments

 

(88,244)

 

(651,254)

Purchases of HTM securities

 

(158,445)

 

0

Proceeds from sales of AFS securities and restricted stock

 

12,469

 

45,436

Proceeds from maturities, calls and paydowns of AFS securities

 

207,279

 

256,903

Proceeds from maturities, calls and paydowns of HTM securities

 

3,400

 

1,730

Net (increase) decrease in loans held for investment

(452,948)

305,615

Net increase in premises and equipment

 

(1,931)

 

(6,836)

Proceeds from BOLI settlements

2,068

3,152

Purchases of BOLI policies

0

(100,000)

Proceeds from sales of foreclosed properties and former bank premises

 

3,001

 

8,632

Net cash used in investing activities

 

(473,351)

 

(136,622)

Financing activities:

 

  

 

  

Net increase in noninterest-bearing deposits

 

154,214

 

853,869

Net (decrease) increase in interest-bearing deposits

 

(636,667)

 

82,617

Net increase (decrease) in short-term borrowings

 

290,788

 

(261,139)

Repayments of long-term debt

0

(214,695)

Cash dividends paid - common stock

 

(42,075)

 

(41,825)

Cash dividends paid - preferred stock

(5,934)

(5,934)

Repurchase of common stock

(48,231)

(42,363)

Issuance of common stock

 

3,813

 

2,876

Vesting of restricted stock, net of shares held for taxes

 

(2,911)

 

(2,318)

Net cash (used in) provided by financing activities

 

(287,003)

 

371,088

(Decrease) increase in cash and cash equivalents

 

(561,125)

371,876

Cash, cash equivalents and restricted cash at beginning of the period

 

802,501

 

493,294

Cash, cash equivalents and restricted cash at end of the period

$

241,376

$

865,170

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2022 AND 2021

(Dollars in thousands)

    

2022

    

2021

Supplemental Disclosure of Cash Flow Information

 

  

 

  

Cash payments for:

 

  

 

  

Interest

$

5,393

$

11,502

Supplemental schedule of noncash investing and financing activities

 

  

 

  

Transfers from bank premises to OREO

0

1,425

    

2022

    

2021

Supplemental Disclosure of Cash Flow Information

 

  

 

  

Cash payments for:

 

  

 

  

Interest

$

16,511

$

23,859

Income taxes

 

935

 

1,221

Supplemental schedule of noncash investing and financing activities

 

  

 

  

Transfers from loans to foreclosed properties

 

382

 

14

Transfers from bank premises to OREO

0

1,109

See accompanying notes to consolidated financial statements.

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Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (Nasdaq: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 114 branches and approximately 130 ATMs located throughout Virginia, and in portions of Maryland and North Carolina as of March 31,June 30, 2022. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Dixon, Hubard, Feinour & Brown, Inc., which provides investment advisory services; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

Effective June 30, 2022, the Company completed the sale of DHFB, which was formerly a subsidiary of the Bank.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and follow general practice within the banking industry. Accordingly, the unaudited consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements; however, in the opinion of management all adjustments necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.

The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 2021 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation.

Adoption of New Accounting Standards

In March 2020, the FASB issued Topic 848. This guidance provides temporary, optional guidance to ease the potential burden in accounting for reference rate reform associated with the LIBOR transition. LIBOR and other interbank offered rates are widely used benchmark or reference rates that have been used in the valuation of loans, derivatives, and other financial contracts. Topic 848 provides optional expedients and exceptions, subject to meeting certain criteria, for applying current GAAP to contract modifications and hedging relationships, for contracts that reference LIBOR or other reference rates expected to be discontinued. Topic 848 is intended to help stakeholders during the global market-wide reference rate transition period. The amendments are effective as of March 12, 2020 through December 31, 2022 and can be adopted at an instrument level. As of March 31, 2021, the Company utilized the expedient to assert probability of the hedged interest, regardless of any expected modification in terms related to reference rate reform for the newly executed cash flow hedges. The Company expects to incorporate other components of Topic 848 at a later date. This amendment does not have a material impact on the consolidated financial statements.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company defines cash and cash equivalents as cash, cash due from banks, interest-bearing deposits in other banks, short-term money market investments, other interest-bearing deposits, and federal funds sold.

Restricted cash is disclosed in Note 7 “Commitments and Contingencies” in Part I, Item I of this Quarterly Report and is comprised of cash maintained at various correspondent banks as collateral for the Company’s derivative portfolio and is included in interest-bearing deposits in other banks in the Company’s Consolidated Balance Sheets. In addition, the Company is required to maintain reserve balances with the FRB based on the type and amount of deposits; however, on March 15, 2020 the Federal Reserve announced that reserve requirement ratios would be reduced to zero percent effective March 26, 2020 due to economic conditions, which eliminated the reserve requirement for all depository institutions. The reserve requirement is still at zero percent as of March 31,June 30, 2022.

Accrued Interest Receivable

The Company has elected to exclude accrued interest from the amortized cost basis in its determination of the ALLL, as well as the ACL reserve for securities. Accrued interest receivable totaled $42.5$44.5 million and $43.3 million on LHFI $6.2, $8.2 million and $7.0 million on HTM securities, and $13.8$14.4 million and $14.5 million on AFS securities at March 31,June 30, 2022 and December 31, 2021, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. The Company’s policy is to write off accrued interest receivable through reversal of interest income when it becomes probable the Company

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Table of Contents

will not be able to collect the accrued interest. For the quarters ended March 31,June 30, 2022 and MarchJune 30, 2021, accrued interest receivable write offs were not material to the Company’s consolidated financial statements.

Segment Reporting

Operating segments are components of a business about which separate financial information is available and evaluated regularly by the chief operating decision makers in deciding how to allocate resources and assessing performance.  The Bank is the Company’s only reportable operating segment upon which management makes decisions regarding how to allocate resources and assess performance.  While the Company’s chief operating decision makers do have some limited financial information about its various financial products and services, that information is not complete since it does not include a full allocation of revenue, costs, and capital from key corporate functions; therefore, the Company evaluates financial performance on the Company-wide basis.  Management continues to evaluate these business units for separate reporting as facts and circumstances change. 

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Table of Contents

2. SECURITIES

Available for Sale

The Company’s AFS investment portfolio is generally highly-rated or agency backed. All AFS securities were current with 0 securities past due or on non-accrual as of March 31,June 30, 2022 and December 31, 2021.

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of March 31,June 30, 2022 are summarized as follows (dollars in thousands):

Amortized

Gross Unrealized

Estimated

Amortized

Gross Unrealized

Estimated

    

Cost

    

Gains

    

(Losses)

    

Fair Value

    

Cost

    

Gains

    

(Losses)

    

Fair Value

March 31, 2022

 

  

 

  

 

  

  

June 30, 2022

 

  

 

  

 

  

  

U.S. government and agency securities

$

72,068

$

$

(4,029)

$

68,039

$

71,665

$

0

$

(5,925)

$

65,740

Obligations of states and political subdivisions

 

967,219

 

8,336

 

(87,255)

 

888,300

 

964,651

 

578

 

(142,802)

 

822,427

Corporate and other bonds (1)

 

185,884

 

802

 

(2,763)

 

183,923

 

184,304

 

72

 

(6,484)

 

177,892

Commercial MBS

 

 

 

 

Agency

342,966

 

978

 

(15,592)

328,352

326,117

 

90

 

(27,246)

298,961

Non-agency

108,462

 

 

(2,323)

106,139

104,465

 

0

 

(3,591)

100,874

Total commercial MBS

451,428

 

978

 

(17,915)

434,491

430,582

 

90

 

(30,837)

399,835

Residential MBS

Agency

1,634,860

 

2,401

 

(103,848)

1,533,413

1,571,036

 

665

 

(161,629)

1,410,072

Non-agency

86,876

 

6

 

(3,413)

83,469

78,888

 

1

 

(5,083)

73,806

Total residential MBS

1,721,736

 

2,407

 

(107,261)

1,616,882

1,649,924

 

666

 

(166,712)

1,483,878

Other securities

 

1,645

 

0

 

0

 

1,645

 

1,649

 

0

 

0

 

1,649

Total AFS securities

$

3,399,980

$

12,523

$

(219,223)

$

3,193,280

$

3,302,775

$

1,406

$

(352,760)

$

2,951,421

(1) Other bonds include asset-backed securities

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of December 31, 2021 are summarized as follows (dollars in thousands):

Amortized

Gross Unrealized

Estimated

    

Cost

    

Gains

    

(Losses)

    

Fair Value

December 31, 2021

U.S. government and agency securities

$

73,830

$

179

$

(160)

$

73,849

Obligations of states and political subdivisions

971,126

39,343

(2,073)

1,008,396

Corporate and other bonds (1)

 

150,201

 

3,353

 

(178)

 

153,376

Commercial MBS

 

 

Agency

361,806

6,761

(4,215)

364,352

Non-agency

107,087

139

(421)

106,805

Total commercial MBS

468,893

6,900

(4,636)

471,157

Residential MBS

Agency

1,691,651

15,180

(24,337)

1,682,494

Non-agency

91,443

243

(948)

90,738

Total residential MBS

1,783,094

15,423

(25,285)

1,773,232

Other securities

 

1,640

 

0

 

0

 

1,640

Total AFS securities

$

3,448,784

$

65,198

$

(32,332)

$

3,481,650

(1) Other bonds include asset-backed securities

-10--9-

Table of Contents

The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses for which an ACL has not been recorded at March 31,June 30, 2022 and December 31, 2021 and that are not deemed to be impaired as of those dates. These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position (dollars in thousands).

Less than 12 months

More than 12 months

Total

Less than 12 months

More than 12 months

Total

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

Value

Losses

Value

Losses

Value

Losses

Value

Losses

Value

Losses

Value

Losses

March 31, 2022

 

 

 

 

 

 

June 30, 2022

 

 

 

 

 

 

U.S. government and agency securities

$

64,366

$

(3,972)

$

3,604

$

(57)

$

67,970

$

(4,029)

$

62,470

$

(5,882)

$

3,199

$

(42)

$

65,669

$

(5,924)

Obligations of states and political subdivisions

533,491

(79,311)

31,225

(7,944)

564,716

(87,255)

686,807

(131,328)

28,077

(11,474)

714,884

(142,802)

Corporate and other bonds(1)

 

112,253

 

(2,763)

 

0

 

0

 

112,253

 

(2,763)

 

162,871

 

(6,484)

 

0

 

0

 

162,871

 

(6,484)

Commercial MBS

 

 

Agency

175,651

(11,545)

40,654

(4,047)

216,305

(15,592)

237,590

(19,318)

48,976

(7,928)

286,566

(27,246)

Non-agency

87,127

(1,526)

19,013

(797)

106,140

(2,323)

84,220

(2,604)

16,654

(987)

100,874

(3,591)

Total commercial MBS

262,778

(13,071)

59,667

(4,844)

322,445

(17,915)

321,810

(21,922)

65,630

(8,915)

387,440

(30,837)

Residential MBS

Agency

1,016,786

(71,954)

333,594

(31,894)

1,350,380

(103,848)

1,002,897

(110,921)

346,933

(50,708)

1,349,830

(161,629)

Non-agency

63,140

(2,550)

12,162

(863)

75,302

(3,413)

61,820

(3,981)

11,868

(1,103)

73,688

(5,084)

Total residential MBS

1,079,926

(74,504)

345,756

(32,757)

1,425,682

(107,261)

1,064,717

(114,902)

358,801

(51,811)

1,423,518

(166,713)

Total AFS securities

$

2,052,814

$

(173,621)

$

440,252

$

(45,602)

$

2,493,066

$

(219,223)

$

2,298,675

$

(280,518)

$

455,707

$

(72,242)

$

2,754,382

$

(352,760)

December 31, 2021

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

64,474

$

(115)

$

3,900

$

(45)

$

68,374

$

(160)

$

64,474

$

(115)

$

3,900

$

(45)

$

68,374

$

(160)

Obligations of states and political subdivisions

249,701

(2,020)

2,123

(53)

251,824

(2,073)

249,701

(2,020)

2,123

(53)

251,824

(2,073)

Corporate and other bonds(1)

 

21,134

 

(177)

 

703

 

(1)

 

21,837

 

(178)

 

21,134

 

(177)

 

703

 

(1)

 

21,837

 

(178)

Commercial MBS

 

 

 

 

 

 

 

 

 

 

 

 

Agency

175,588

(4,053)

3,172

(162)

178,760

(4,215)

175,588

(4,053)

3,172

(162)

178,760

(4,215)

Non-agency

33,759

(313)

11,029

(108)

44,788

(421)

33,759

(313)

11,029

(108)

44,788

(421)

Total commercial MBS

209,347

(4,366)

14,201

(270)

223,548

(4,636)

209,347

(4,366)

14,201

(270)

223,548

(4,636)

Residential MBS

Agency

1,140,701

(21,147)

106,104

(3,190)

1,246,805

(24,337)

1,140,701

(21,147)

106,104

(3,190)

1,246,805

(24,337)

Non-agency

48,392

(584)

12,716

(364)

61,108

(948)

48,392

(584)

12,716

(364)

61,108

(948)

Total residential MBS

1,189,093

(21,731)

118,820

(3,554)

1,307,913

(25,285)

1,189,093

(21,731)

118,820

(3,554)

1,307,913

(25,285)

Total AFS securities

$

1,733,749

$

(28,409)

$

139,747

$

(3,923)

$

1,873,496

$

(32,332)

$

1,733,749

$

(28,409)

$

139,747

$

(3,923)

$

1,873,496

$

(32,332)

(1) Other bonds include asset-backed securities

As of March 31,June 30, 2022, there were $440.3 445.7million AFS securities, comprised of 106113 individual securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of approximately $45.6$72.2 million. As of December 31, 2021, there were $139.7 million AFS securities, comprised of 33 individual securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $3.9 million.

The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at March 31,June 30, 2022 and December 31, 2021 and concluded 0 impairment existed based on several factors which included: (1) the majority of these securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the cost basis of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis.

Additionally, the majority of the Company’s MBS are issued by FNMA, FHLMC, and GNMA and do not have credit risk given the implicit and explicit government guarantees associated with these agencies. In addition, the non-agency mortgage-backed and asset-backed securities generally received a 20% SSFA rating.

-11--10-

Table of Contents

The following table presents the amortized cost and estimated fair value of AFS securities as of March 31,June 30, 2022 and December 31, 2021, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

March 31, 2022

December 31, 2021

June 30, 2022

December 31, 2021

    

Amortized

    

Estimated

    

Amortized

    

Estimated

    

Amortized

    

Estimated

    

Amortized

    

Estimated

Cost

Fair Value

Cost

Fair Value

Cost

Fair Value

Cost

Fair Value

Due in one year or less

$

23,826

$

23,702

$

18,247

$

18,317

$

32,481

$

32,235

$

18,247

$

18,317

Due after one year through five years

 

179,752

 

179,192

 

180,080

 

183,981

 

167,808

 

165,280

 

180,080

 

183,981

Due after five years through ten years

 

344,061

 

335,913

 

324,615

 

331,215

 

346,288

 

329,509

 

324,615

 

331,215

Due after ten years

 

2,852,341

 

2,654,473

 

2,925,842

 

2,948,137

 

2,756,198

 

2,424,397

 

2,925,842

 

2,948,137

Total AFS securities

$

3,399,980

$

3,193,280

$

3,448,784

$

3,481,650

$

3,302,775

$

2,951,421

$

3,448,784

$

3,481,650

Refer to Note 7 "Commitments and Contingencies" in Part I, Item I of this Quarterly Report for information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, and for other purposes as permitted or required by law as of March 31,June 30, 2022 and December 31, 2021.

Held to Maturity

The Company’s HTM investment portfolio primarily consists of highly-rated municipal securities. The Company’s HTM securities were all current, with 0 securities past due or on non-accrual at March 31,June 30, 2022 and December 31, 2021.

The Company reports HTM securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost, which includes any unamortized unrealized gains and losses recognized in AOCI prior to reclassifying the securities from AFS securities to HTM securities. Investment securities transferred into the HTM category from the AFS category are recorded at fair value at the date of transfer. The unrealized holding gains or losses at the date of transfer are retained in AOCI and in the carrying value of the HTM securities. Such unrealized gains or losses are accreted over the remaining life of the security with no impact on future net income.

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of March 31,June 30, 2022 are summarized as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

Carrying

Gross Unrealized

Estimated

    

Value

    

Gains

    

(Losses)

Fair Value

    

Value

    

Gains

    

(Losses)

Fair Value

March 31, 2022

 

  

 

  

 

  

  

June 30, 2022

 

  

 

  

 

  

  

U.S. government and agency securities

$

2,483

$

0

$

(74)

$

2,409

$

2,178

$

0

$

(80)

$

2,098

Obligations of states and political subdivisions

684,294

24,828

(17,616)

691,506

693,070

3,125

(33,413)

662,782

Commercial MBS

 

Agency

31,221

0

(1,697)

29,524

Total commercial MBS

31,221

0

(1,697)

29,524

Commercial Agency MBS

29,404

0

(3,193)

26,211

Residential MBS

Agency

38,874

0

(2,136)

36,738

38,514

0

(3,833)

34,681

Non-agency

17,583

0

(136)

17,447

Total residential MBS

38,874

0

(2,136)

36,738

56,097

0

(3,969)

52,128

Total held-to-maturity securities

$

756,872

$

24,828

$

(21,523)

$

760,177

$

780,749

$

3,125

$

(40,655)

$

743,219

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of December 31, 2021 are summarized as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

    

Value

    

Gains

    

(Losses)

    

Fair Value

December 31, 2021

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

2,604

$

0

$

(29)

$

2,575

Obligations of states and political subdivisions

620,873

65,982

(121)

686,734

Commercial Agency MBS

4,523

0

(58)

4,465

Total held-to-maturity securities

$

628,000

$

65,982

$

(208)

$

693,774

-12--11-

Table of Contents

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of December 31, 2021 are summarized as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

    

Value

    

Gains

    

(Losses)

    

Fair Value

December 31, 2021

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

2,604

$

0

$

(29)

$

2,575

Obligations of states and political subdivisions

620,873

65,982

(121)

686,734

Commercial MBS

 

 

 

Agency

4,523

0

(58)

4,465

Total commercial MBS

4,523

0

(58)

4,465

Total held-to-maturity securities

$

628,000

$

65,982

$

(208)

$

693,774

Credit Quality Indicators & Allowance for Credit Losses - HTM

For HTM securities, the Company evaluates the credit risk of its securities on at least a quarterly basis. The Company estimates expected credit losses on HTM debt securities on an individual basis based on the PD/LGD methodology primarily using security-level credit ratings. The Company’s HTM securities ACL was immaterial at March 31, June 30, 2022 and December 31, 2021. The primary indicators of credit quality for the Company’s HTM portfolio are security type and credit rating, which is influenced by a number of factors including obligor cash flow, geography, seniority, and others. TheSubstantially all of the Company’s only HTM securities with credit risk are obligations of states and political subdivisions.

The following table presents the amortized cost of HTM securities as of March 31,June 30, 2022 and December 31, 2021 by security type and credit rating (dollars in thousands):

    

U.S. Government and Agency

    

Obligations of states and political

    

Mortgage-backed

    

Total HTM

    

U.S. Government and Agency

    

Obligations of states and political

    

Mortgage-backed

    

Total HTM

securities

subdivisions

securities

securities

securities

subdivisions

securities

securities

March 31, 2022

June 30, 2022

Credit Rating:

 

 

 

 

AAA/AA/A

$

0

$

684,294

$

0

$

684,294

$

0

$

693,070

$

0

$

693,070

Not Rated - Agency(1)

2,483

0

70,095

72,578

2,178

0

67,918

70,096

Not Rated - Non-Agency

0

 

0

17,583

17,583

Total

$

2,483

$

684,294

$

70,095

$

756,872

$

2,178

$

693,070

$

85,501

$

780,749

December 31, 2021

Credit Rating:

 

 

 

 

AAA/AA/A

$

0

$

620,873

$

0

$

620,873

$

0

$

620,873

$

0

$

620,873

Not Rated - Agency(1)

2,604

0

4,523

7,127

2,604

0

4,523

7,127

Total

$

2,604

$

620,873

$

4,523

$

628,000

$

2,604

$

620,873

$

4,523

$

628,000

(1) Generally considered not to have credit risk given the government guarantees associated with these agencies

The following table presents the amortized cost and estimated fair value of HTM securities as of March 31,June 30, 2022 and December 31, 2021, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

March 31, 2022

December 31, 2021

June 30, 2022

December 31, 2021

    

Carrying

    

Estimated

    

Carrying

    

Estimated

    

Carrying

    

Estimated

    

Carrying

    

Estimated

Value

Fair Value

Value

Fair Value

Value

Fair Value

Value

Fair Value

Due in one year or less

$

5,061

$

5,018

$

3,034

$

3,027

$

5,023

$

4,971

$

3,034

$

3,027

Due after one year through five years

 

10,381

 

10,827

 

5,852

 

6,065

 

19,746

 

20,087

 

5,852

 

6,065

Due after five years through ten years

 

15,877

 

16,537

 

14,019

 

15,984

 

15,838

 

16,130

 

14,019

 

15,984

Due after ten years

 

725,553

 

727,795

 

605,095

 

668,698

 

740,142

 

702,031

 

605,095

 

668,698

Total HTM securities

$

756,872

$

760,177

$

628,000

$

693,774

$

780,749

$

743,219

$

628,000

$

693,774

-13-

Table of Contents

Refer to Note 7 "Commitments and Contingencies" in Part I, Item I of this Quarterly Report for information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of March 31,June 30, 2022 and December 31, 2021.

Restricted Stock, at cost

Due to restrictions placed upon the Bank’s common stock investment in the FRB and FHLB, these securities have been classified as restricted equity securities and carried at cost. These restricted securities are not subject to the investment security classifications and are included as a separate line item on the Company’s Consolidated Balance Sheets. Restricted stock consists of FRB stock in the amount of $67.0 million for March 31,June 30, 2022 and December 31, 2021 and FHLB stock in the amount of $10.0$20.9 million and $9.8 million as of March 31,June 30, 2022 and December 31, 2021, respectively.

-12-

Table of Contents

Realized Gains and Losses

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and six months ended March 31,June 30, 2022 and 2021 (dollars in thousands):

    

Three Months Ended

    

Three Months Ended

    

Three Months Ended

    

Six Months Ended

March 31, 2022

March 31, 2021

June 30, 2022

June 30, 2022

Realized gains (losses)(1):

 

  

 

  

 

  

 

  

Gross realized gains

$

0

$

138

$

0

$

0

Gross realized losses

 

0

 

(60)

 

(2)

 

(2)

Net realized gains

$

0

$

78

$

(2)

$

(2)

Proceeds from sales of securities

$

0

$

45,436

$

12,469

$

12,469

    

Three Months Ended

    

Six Months Ended

June 30, 2021

June 30, 2021

Realized gains (losses)(1):

 

  

 

  

Gross realized gains

$

0

$

138

Gross realized losses

 

0

 

(60)

Net realized gains

$

0

$

78

Proceeds from sales of securities

$

0

$

45,436

(1) Includes gains (losses) on sales and calls of securities

-14--13-

Table of Contents

3. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

The information included below reflects the impact of the CARES Act, as amended by the CAA, and the Joint Guidance. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2021 Form 10-K for information about COVID-19 and related legislative and regulatory developments.

The Company’s loans are stated at their face amount, net of deferred fees and costs, and consist of the following at March 31,June 30, 2022 and December 31, 2021 (dollars in thousands):

March 31, 2022

    

December 31, 2021

June 30, 2022

    

December 31, 2021

Construction and Land Development

$

969,059

$

862,236

$

988,379

$

862,236

Commercial Real Estate - Owner Occupied

 

2,007,671

 

1,995,409

 

1,965,702

 

1,995,409

Commercial Real Estate - Non-Owner Occupied

 

3,875,681

 

3,789,377

 

3,860,819

 

3,789,377

Multifamily Real Estate

 

723,940

 

778,626

 

762,502

 

778,626

Commercial & Industrial(1)

 

2,540,680

 

2,542,243

 

2,595,891

 

2,542,243

Residential 1-4 Family - Commercial

 

569,801

 

607,337

 

553,771

 

607,337

Residential 1-4 Family - Consumer

 

824,163

 

816,524

 

865,174

 

816,524

Residential 1-4 Family - Revolving

 

568,403

 

560,796

 

583,073

 

560,796

Auto

 

499,855

 

461,052

 

525,301

 

461,052

Consumer

 

171,875

 

176,992

 

180,045

 

176,992

Other Commercial(2)

 

708,221

 

605,251

 

774,751

 

605,251

Total LHFI, net of deferred fees and costs(3)

13,459,349

13,195,843

13,655,408

13,195,843

Allowance for loan and lease losses

(102,591)

(99,787)

(104,184)

(99,787)

Total LHFI, net

$

13,356,758

$

13,096,056

$

13,551,224

$

13,096,056

(1) Commercial & industrial loans include approximately $66.321.7 million and $145.3 million in loans from the PPP at March 31,June 30, 2022 and December 31, 2021, respectively.

(2) Other commercial loans include an insignificant amount of loans from the PPP at June 30, 2022 and included approximately$1.1 million and $5.1 million in loans from the PPP at March 31, 2022 and December 31, 2021, respectively.2021.

(3) Total loans include unamortized premiums and discounts, and unamortized deferred fees and costs totaling $44.044.8 million and $49.3 million as of March 31,June 30, 2022 and December 31, 2021, respectively.

-15--14-

Table of Contents

The following table shows the aging of the Company’s loan portfolio, by class, at March 31,June 30, 2022 (dollars in thousands):

    

    

    

    

Greater than

    

    

    

    

    

    

Greater than

    

    

30-59 Days

60-89 Days

90 Days and

30-59 Days

60-89 Days

90 Days and

Current

Past Due

Past Due

still Accruing

Nonaccrual

Total Loans

Current

Past Due

Past Due

still Accruing

Nonaccrual

Total Loans

Construction and Land Development

$

968,019

$

170

$

0

$

1

$

869

$

969,059

$

987,152

$

645

$

0

$

1

$

581

$

988,379

Commercial Real Estate - Owner Occupied

 

1,995,329

 

5,081

 

0

 

2,396

 

4,865

 

2,007,671

 

1,957,733

 

1,374

 

807

 

792

 

4,996

 

1,965,702

Commercial Real Estate - Non-Owner Occupied

 

3,870,357

 

79

 

223

 

1,735

 

3,287

 

3,875,681

 

3,856,365

 

511

 

0

 

642

 

3,301

 

3,860,819

Multifamily Real Estate

 

723,816

 

124

 

0

 

0

 

0

 

723,940

 

762,502

 

0

 

0

 

0

 

0

 

762,502

Commercial & Industrial

 

2,535,815

 

1,382

 

745

 

763

 

1,975

 

2,540,680

 

2,589,714

 

2,581

 

546

 

322

 

2,728

 

2,595,891

Residential 1-4 Family - Commercial

 

565,606

 

827

 

251

 

878

 

2,239

 

569,801

 

549,138

 

1,944

 

474

 

184

 

2,031

 

553,771

Residential 1-4 Family - Consumer

 

804,069

 

5,890

 

1,018

 

1,147

 

12,039

 

824,163

 

849,738

 

594

 

1,646

 

1,112

 

12,084

 

865,174

Residential 1-4 Family - Revolving

 

562,159

 

1,157

 

651

 

1,065

 

3,371

 

568,403

 

576,908

 

1,368

 

731

 

997

 

3,069

 

583,073

Auto

 

497,639

 

1,508

 

183

 

192

 

333

 

499,855

 

522,834

 

1,841

 

213

 

134

 

279

 

525,301

Consumer

 

171,083

 

467

 

201

 

70

 

54

 

171,875

 

179,394

 

361

 

210

 

79

 

1

 

180,045

Other Commercial

706,856

1,270

95

0

0

708,221

774,411

11

0

329

0

774,751

Total LHFI

$

13,400,748

$

17,955

$

3,367

$

8,247

$

29,032

$

13,459,349

$

13,605,889

$

11,230

$

4,627

$

4,592

$

29,070

$

13,655,408

% of total loans

99.56

%

0.13

%

0.03

%

0.06

%

0.22

%

100.00

%

99.65

%

0.08

%

0.03

%

0.03

%

0.21

%

100.00

%

The following table shows the aging of the Company’s loan portfolio, by class, at December 31, 2021 (dollars in thousands):

    

    

    

    

Greater than

    

    

 

30-59 Days

60-89 Days

90 Days and

 

Current

Past Due

Past Due

still Accruing

Nonaccrual

Total Loans

 

Construction and Land Development

$

857,883

$

1,357

$

0

$

299

$

2,697

$

862,236

Commercial Real Estate - Owner Occupied

 

1,987,133

 

1,230

 

152

 

1,257

 

5,637

 

1,995,409

Commercial Real Estate - Non-Owner Occupied

 

3,783,211

 

1,965

 

127

 

433

 

3,641

 

3,789,377

Multifamily Real Estate

 

778,429

 

84

 

0

 

0

 

113

 

778,626

Commercial & Industrial

 

2,536,100

 

1,161

 

1,438

 

1,897

 

1,647

 

2,542,243

Residential 1-4 Family - Commercial

 

601,946

 

1,844

 

272

 

990

 

2,285

 

607,337

Residential 1-4 Family - Consumer

 

795,821

 

3,368

 

2,925

 

3,013

 

11,397

 

816,524

Residential 1-4 Family - Revolving

 

554,652

 

1,493

 

363

 

882

 

3,406

 

560,796

Auto

 

458,473

 

1,866

 

249

 

241

 

223

 

461,052

Consumer

 

175,943

 

689

 

186

 

120

 

54

 

176,992

Other Commercial

605,214

37

0

0

0

605,251

Total LHFI

$

13,134,805

$

15,094

$

5,712

$

9,132

$

31,100

$

13,195,843

% of total loans

99.54

%

0.11

%

0.04

%

0.07

%

0.24

%

100.00

%

-15-

Table of Contents

The following table shows the Company’s amortized cost basis of loans on nonaccrual status and loans past due 90 days and still accruing as of June 30, 2022 (dollars in thousands):

June 30, 2022

Nonaccrual

Nonaccrual With No ALLL

90 Days Past due and still Accruing

Construction and Land Development

$

581

$

0

$

1

Commercial Real Estate - Owner Occupied

4,996

955

792

Commercial Real Estate - Non-Owner Occupied

3,301

0

642

Multifamily Real Estate

0

0

0

Commercial & Industrial

2,728

1

322

Residential 1-4 Family - Commercial

2,031

0

184

Residential 1-4 Family - Consumer

12,084

0

1,112

Residential 1-4 Family - Revolving

3,069

0

997

Auto

279

0

134

Consumer

1

0

79

Other Commercial

0

0

329

Total LHFI

$

29,070

$

956

$

4,592

The following table shows the Company’s amortized cost basis of loans on nonaccrual status and loans past due 90 days and still accruing as of December 31, 2021 (dollars in thousands):

December 31, 2021

Nonaccrual

Nonaccrual With No ALLL

90 Days Past due and still Accruing

Construction and Land Development

$

2,697

$

1,985

$

299

Commercial Real Estate - Owner Occupied

5,637

970

1,257

Commercial Real Estate - Non-Owner Occupied

3,641

1,089

433

Multifamily Real Estate

113

0

0

Commercial & Industrial

1,647

1

1,897

Residential 1-4 Family - Commercial

2,285

0

990

Residential 1-4 Family - Consumer

11,397

0

3,013

Residential 1-4 Family - Revolving

3,406

0

882

Auto

223

0

241

Consumer

54

0

120

Total LHFI

$

31,100

$

4,045

$

9,132

There was 0 interest income recognized on nonaccrual loans during the three and six months ended June 30, 2022 and 2021. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2021 Form 10-K for additional information on the Company’s policies for nonaccrual loans.

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Table of Contents

The following table shows the Company’s amortized cost basis of loans on nonaccrual status as of December 31, 2021, as well as amortized cost basis of loans on nonaccrual status and loans past due 90 days and still accruing as of March 31, 2022 (dollars in thousands):

Nonaccrual

December 31, 2021

March 31, 2022

Nonaccrual With No ALLL

90 Days Past due and still Accruing

Construction and Land Development

$

2,697

$

869

$

0

$

1

Commercial Real Estate - Owner Occupied

5,637

4,865

970

2,396

Commercial Real Estate - Non-Owner Occupied

3,641

3,287

1,089

1,735

Multifamily Real Estate

113

0

0

0

Commercial & Industrial

1,647

1,975

1

763

Residential 1-4 Family - Commercial

2,285

2,239

0

878

Residential 1-4 Family - Consumer

11,397

12,039

1

1,147

Residential 1-4 Family - Revolving

3,406

3,371

0

1,065

Auto

223

333

0

192

Consumer

54

54

0

70

Total LHFI

$

31,100

$

29,032

$

2,061

$

8,247

The following table shows the Company’s amortized cost basis of loans on nonaccrual status as of December 31, 2020, as well as amortized cost basis of loans on nonaccrual status and loans past due 90 days and still accruing as of December 31, 2021 (dollars in thousands):

Nonaccrual

December 31, 2020

December 31, 2021

Nonaccrual With No ALLL

90 Days Past due and still Accruing

Construction and Land Development

$

3,072

$

2,697

$

1,985

$

299

Commercial Real Estate - Owner Occupied

7,128

5,637

970

1,257

Commercial Real Estate - Non-Owner Occupied

2,317

3,641

1,089

433

Multifamily Real Estate

33

113

0

0

Commercial & Industrial

2,107

1,647

1

1,897

Residential 1-4 Family - Commercial

9,993

2,285

0

990

Residential 1-4 Family - Consumer

12,600

11,397

0

3,013

Residential 1-4 Family - Revolving

4,629

3,406

0

882

Auto

500

223

0

241

Consumer

69

54

0

120

Total LHFI

$

42,448

$

31,100

$

4,045

$

9,132

There was 0 interest income recognized on nonaccrual loans during the three months ended March 31, 2022 and 2021. See Note 1 “Summary of Significant Accounting Policies” in the Company’s 2021 Form 10-K for additional information on the Company’s policies for nonaccrual loans.

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Table of Contents

Troubled Debt Restructurings

As of March 31,June 30, 2022, the Company has TDRs totaling $19.7$18.0 million with an estimated $724,000$872,000 of allowance for those loans. As of December 31, 2021, the Company had TDRs totaling $18.0 million with an estimated $859,000 of allowance for those loans.

A TDR occurs when a lender, for economic or legal reasons, grants a concession to the borrower related to the borrower’s financial difficulties, that it would not otherwise consider. All loans that are considered to be TDRs are evaluated for credit losses in accordance with the Company’s ALLL methodology. For the three and six months ended March 31,June 30, 2022 and March 31,June 30, 2021, the recorded investment in TDRs prior to modifications was not materially impacted by the modifications.

The following table provides a summary, by class, of TDRs that continue to accrue interest under the terms of the applicable restructuring agreement, which are considered to be performing, and TDRs that have been placed on nonaccrual status, which are considered to be nonperforming, as of March 31,June 30, 2022 and December 31, 2021 (dollars in thousands):

March 31, 2022

December 31, 2021

June 30, 2022

December 31, 2021

    

No. of

    

Recorded

    

Outstanding

    

No. of

    

Recorded

    

Outstanding

    

No. of

    

Recorded

    

Outstanding

    

No. of

    

Recorded

    

Outstanding

Loans

Investment

Commitment

Loans

Investment

Commitment

Loans

Investment

Commitment

Loans

Investment

Commitment

Performing

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Construction and Land Development

 

4

$

198

$

0

 

4

$

201

$

0

 

3

$

162

$

0

 

4

$

201

$

0

Commercial Real Estate - Owner Occupied

 

2

 

1,020

 

0

 

3

 

572

 

0

 

2

 

1,004

 

0

 

3

 

572

 

0

Residential 1-4 Family - Commercial

 

2

 

1,589

 

0

 

 

 

0

 

1

 

1,334

 

0

 

0

 

0

 

0

Residential 1-4 Family - Consumer

 

76

 

8,839

 

0

 

75

 

9,021

 

0

 

78

 

7,654

 

0

 

75

 

9,021

 

0

Residential 1-4 Family - Revolving

 

3

 

263

 

4

 

3

 

265

 

4

 

3

 

260

 

5

 

3

 

265

 

4

Consumer

 

2

 

14

 

0

 

2

 

15

 

0

 

2

 

14

 

0

 

2

 

15

 

0

Other Commercial

1

234

0

1

239

0

1

234

0

1

239

0

Total performing

 

90

$

12,157

$

4

 

88

$

10,313

$

4

 

90

$

10,662

$

5

 

88

$

10,313

$

4

Nonperforming

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Commercial Real Estate - Owner Occupied

 

1

$

17

$

0

 

2

$

830

$

0

 

1

$

17

$

0

 

2

$

830

$

0

Commercial Real Estate - Non-Owner Occupied

3

1,348

0

3

1,357

0

3

1,206

0

3

1,357

0

Commercial & Industrial

 

3

 

672

 

0

 

3

 

729

 

0

 

3

 

634

 

0

 

3

 

729

 

0

Residential 1-4 Family - Commercial

 

3

 

383

 

0

 

3

 

388

 

0

 

3

 

377

 

0

 

3

 

388

 

0

Residential 1-4 Family - Consumer

 

25

 

5,031

 

0

 

24

 

4,239

 

0

 

25

 

4,966

 

0

 

24

 

4,239

 

0

Residential 1-4 Family - Revolving

 

3

 

101

 

0

 

3

 

99

 

0

 

3

 

98

 

0

 

3

 

99

 

0

Total nonperforming

 

38

$

7,552

$

0

 

38

$

7,642

$

0

 

38

$

7,298

$

0

 

38

$

7,642

$

0

Total performing and nonperforming

 

128

$

19,709

$

4

 

126

$

17,955

$

4

 

128

$

17,960

$

5

 

126

$

17,955

$

4

The Company considers a default of a TDR to occur when the borrower is 90 days past due following the restructure or a foreclosure and repossession of the applicable collateral occurs. During the three and six months ended March 31,June 30, 2022 and 2021, the Company did not have any material loans that went into default that had been restructured in the twelve-month period prior to the time of default.

-17-

Table of Contents

The following table shows, by class and modification type, TDRs that occurred during the three and six months ended June 30, 2022 and 2021 (dollars in thousands):

Three Months Ended June 30, 2022

Six Months Ended June 30, 2022

    

    

Recorded

    

    

Recorded

    

No. of

Investment at

No. of

Investment at

Loans

Period End

Loans

Period End

Modified to interest only, at a market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Commercial

0

$

0

1

$

1,334

Total interest only at market rate of interest

 

0

$

0

 

1

$

1,334

 

Term modification, at a market rate

 

  

 

  

 

  

 

  

 

Commercial Real Estate - Owner Occupied

 

0

$

0

 

1

$

766

 

Total loan term extended at a market rate

 

0

$

0

 

1

$

766

 

Term modification, below market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Consumer

 

6

259

 

12

1,111

 

Total loan term extended at a below market rate

 

6

$

259

 

12

$

1,111

 

Total

 

6

$

259

 

14

$

3,211

 

Three Months Ended June 30, 2021

Six Months Ended June 30, 2021

    

    

Recorded

    

    

Recorded

    

No. of

Investment at

No. of

Investment at

Loans

Period End

Loans

Period End

Modified to interest only, at a market rate

 

  

 

  

 

  

 

  

 

Total interest only at market rate of interest

 

0

$

0

 

0

$

0

 

Term modification, at a market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Consumer

 

0

$

0

 

2

$

104

 

Total loan term extended at a market rate

 

0

$

0

 

2

$

104

 

Term modification, below market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Consumer

 

3

$

1,382

 

11

$

1,824

 

Consumer

0

0

1

15

Total loan term extended at a below market rate

 

3

$

1,382

 

12

$

1,839

 

Interest rate modification, below market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Commercial

 

0

$

0

 

1

$

45

 

Total interest only at below market rate of interest

 

0

$

0

 

1

$

45

 

Total

 

3

$

1,382

 

15

$

1,988

 

-18-

Table of Contents

The following table shows, by class and modification type, TDRs that occurred during the three months ended March 31, 2022 and 2021 (dollars in thousands):

Three Months Ended March 31, 2022

Three Months Ended March 31, 2021

    

    

Recorded

    

    

Recorded

    

No. of

Investment at

No. of

Investment at

Loans

Period End

Loans

Period End

Modified to interest only, at a market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Commercial

1

$

1,334

0

$

0

Total interest only at market rate of interest

 

1

$

1,334

 

0

$

0

 

Term modification, at a market rate

 

  

 

  

 

  

 

  

 

Commercial Real Estate - Owner Occupied

 

1

$

778

 

0

$

0

 

Residential 1-4 Family - Consumer

0

0

2

105

Total loan term extended at a market rate

 

1

$

778

 

2

$

105

 

Term modification, below market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Commercial

1

$

256

0

$

0

Residential 1-4 Family - Consumer

 

6

862

 

9

472

 

Consumer

 

0

 

0

 

1

 

16

 

Total loan term extended at a below market rate

 

7

$

1,118

 

10

$

488

 

Interest rate modification, below market rate

 

  

 

  

 

  

 

  

 

Residential 1-4 Family - Commercial

 

0

$

0

 

1

$

45

 

Total interest only at below market rate of interest

 

0

$

0

 

1

$

45

 

Total

 

9

$

3,230

 

13

$

638

 

-19-

Table of Contents

Allowance for Loan and Lease Losses

ALLL on the loan portfolio is a material estimate for the Company. The Company estimates its ALLL on its loan portfolio on a quarterly basis. The Company models the ALLL using two primary segments, Commercial and Consumer. Each loan segment is further disaggregated into classes based on similar risk characteristics. The Company has identified the following classes within each loan segment:

Commercial: Construction and Land Development, Commercial Real Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied, Multifamily Real Estate, Commercial & Industrial, Residential 1-4 Family – Commercial, and Other Commercial
Consumer: Residential 1-4 Family – Consumer, Residential 1-4 Family – Revolving, Auto, and Consumer

The following table showstables show the ALLL activity by loan segment for the three and six months ended March 31,June 30, 2022 and 2021 (dollars in thousands):

Three Months Ended March 31, 2022

Three Months Ended March 31, 2021

Three Months Ended June 30, 2022

Six Months Ended June 30, 2022

Commercial

Consumer

Total

    

Commercial

Consumer

Total

Commercial

Consumer

Total

    

Commercial

Consumer

Total

Balance at beginning of period

$

77,902

$

21,885

$

99,787

$

117,403

$

43,137

$

160,540

$

79,771

$

22,820

$

102,591

$

77,902

$

21,885

$

99,787

Loans charged-off

 

(759)

 

(750)

 

(1,509)

 

 

(1,974)

 

(1,667)

 

(3,641)

 

(1,007)

 

(950)

 

(1,957)

 

 

(1,766)

 

(1,700)

 

(3,466)

Recoveries credited to allowance

 

726

 

787

 

1,513

 

1,606

 

863

 

2,469

 

392

 

626

 

1,018

 

1,118

 

1,413

 

2,531

Provision charged to operations

 

1,902

 

898

 

2,800

 

 

(10,603)

 

(5,854)

 

(16,457)

 

(1,743)

 

4,275

 

2,532

 

 

159

 

5,173

 

5,332

Balance at end of period

$

79,771

$

22,820

$

102,591

 

$

106,432

$

36,479

$

142,911

$

77,413

$

26,771

$

104,184

 

$

77,413

$

26,771

$

104,184

Three Months Ended June 30, 2021

Six Months Ended June 30, 2021

Commercial

Consumer

Total

    

Commercial

Consumer

Total

Balance at beginning of period

$

106,432

$

36,479

$

142,911

 

$

117,403

$

43,137

$

160,540

Loans charged-off

 

(891)

 

(1,054)

 

(1,945)

 

 

(2,865)

 

(2,721)

 

(5,586)

Recoveries credited to allowance

 

1,042

 

834

 

1,876

 

 

2,648

 

1,697

 

4,345

Provision charged to operations

 

(16,746)

 

(7,835)

 

(24,581)

 

 

(27,349)

 

(13,689)

 

(41,038)

Balance at end of period

$

89,837

$

28,424

$

118,261

$

89,837

$

28,424

$

118,261

-20--19-

Table of Contents

Credit Quality Indicators

Credit quality indicators are utilized to help estimate the collectability of each loan class within the Commercial and Consumer loan segments. For classes of loans within the Commercial segment, the primary credit quality indicator used for evaluating credit quality and estimating the ALLL is risk rating categories of Pass, Watch, Special Mention, Substandard, and Doubtful.  For classes of loans within the Consumer segment, the primary credit quality indicator used for evaluating credit quality and estimating the ALLL is delinquency bands of Current, 30-59, 60-89, 90+, and Nonaccrual.  While other credit quality indicators are evaluated and analyzed as part of the Company’s credit risk management activities, these indicators are primarily used in estimating the ALLL. The Company evaluates the credit risk of its loan portfolio on at least a quarterly basis.

Commercial Loans

The Company uses a risk rating system as the primary credit quality indicator for classes of loans within the Commercial segment. The risk rating system on a scale of 0 through 9 is used to determine risk level as used in the calculation of the ACL. The risk levels, as described below, do not necessarily follow the regulatory definitions of risk levels with the same name. A general description of the characteristics of the risk levels follows:

Pass is determined by the following criteria:

Risk rated 0 loans have little or no risk and are with General Obligation Municipal Borrowers;
Risk rated 1 loans have little or no risk and are generally secured by cash or cash equivalents;
Risk rated 2 loans have minimal risk to well qualified borrowers and no significant questions as to safety;
Risk rated 3 loans are satisfactory loans with strong borrowers and secondary sources of repayment;
Risk rated 4 loans are satisfactory loans with borrowers not as strong as risk rated 3 loans and may exhibit a greater degree of financial risk based on the type of business supporting the loan.

Watch is determined by the following criteria:

Risk rated 5 loans are watch loans that warrant more than the normal level of supervision and have the possibility of an event occurring that may weaken the borrower’s ability to repay;

Special Mention is determined by the following criteria:

Risk rated 6 loans have increasing potential weaknesses beyond those at which the loan originally was granted and if not addressed could lead to inadequately protecting the Company’s credit position.

Substandard is determined by the following criteria:

Risk rated 7 loans are substandard loans and are inadequately protected by the current sound worth or paying capacity of the obligor or the collateral pledged; these have well defined weaknesses that jeopardize the liquidation of the debt with the distinct possibility the Company will sustain some loss if the deficiencies are not corrected.

Doubtful is determined by the following criteria:

Risk rated 8 loans are doubtful of collection and the possibility of loss is high but pending specific borrower plans for recovery, its classification as a loss is deferred until its more exact status is determined;
Risk rated 9 loans are loss loans which are considered uncollectable and of such little value that their continuance as bankable assets is not warranted.

-20-

Table of Contents

The table below details the amortized cost of the classes of loans within the Commercial segment by risk level and year of origination as of June 30, 2022 (dollars in thousands):

June 30, 2022

Term Loans Amortized Cost Basis by Origination Year

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

Construction and Land Development

Pass

$

156,570

$

471,758

$

195,617

$

36,189

$

33,898

$

44,691

$

21,766

$

960,489

Watch

0

674

0

11,532

395

2,263

0

14,864

Special Mention

525

2,423

280

0

0

714

0

3,942

Substandard

1,252

2,841

41

215

1,367

3,368

0

9,084

Total Construction and Land Development

$

158,347

$

477,696

$

195,938

$

47,936

$

35,660

$

51,036

$

21,766

$

988,379

Commercial Real Estate - Owner Occupied

Pass

$

129,426

$

208,347

$

272,284

$

296,721

$

239,188

$

691,413

$

23,338

$

1,860,717

Watch

1,078

180

2,213

9,010

12,733

43,770

850

69,834

Special Mention

645

0

275

5,862

923

8,717

46

16,468

Substandard

0

200

0

2,096

1,629

14,159

599

18,683

Total Commercial Real Estate - Owner Occupied

$

131,149

$

208,727

$

274,772

$

313,689

$

254,473

$

758,059

$

24,833

$

1,965,702

Commercial Real Estate - Non-Owner Occupied

Pass

$

238,369

$

662,586

$

396,206

$

491,364

$

384,359

$

1,437,218

$

46,811

$

3,656,913

Watch

0

2,151

826

31,352

22,785

36,046

11

93,171

Special Mention

545

0

10,541

13,172

20,652

9,326

0

54,236

Substandard

0

0

0

22,979

19,084

14,284

152

56,499

Total Commercial Real Estate - Non-Owner Occupied

$

238,914

$

664,737

$

407,573

$

558,867

$

446,880

$

1,496,874

$

46,974

$

3,860,819

Commercial & Industrial

Pass

$

326,629

$

600,456

$

341,948

$

202,253

$

98,356

$

156,743

$

767,050

$

2,493,435

Watch

1,279

1,101

16,474

1,679

13,438

3,222

25,714

62,907

Special Mention

0

190

1,250

6,748

392

802

4,216

13,598

Substandard

0

565

217

4,210

14,958

1,827

4,174

25,951

Total Commercial & Industrial

$

327,908

$

602,312

$

359,889

$

214,890

$

127,144

$

162,594

$

801,154

$

2,595,891

Multifamily Real Estate

Pass

$

49,869

$

79,460

$

208,827

$

75,029

$

77,680

$

265,181

$

2,297

$

758,343

Watch

0

0

0

355

450

429

0

1,234

Special Mention

0

0

2,223

613

0

89

0

2,925

Total Multifamily Real Estate

$

49,869

$

79,460

$

211,050

$

75,997

$

78,130

$

265,699

$

2,297

$

762,502

Residential 1-4 Family - Commercial

Pass

$

27,352

$

103,370

$

82,187

$

56,185

$

39,218

$

216,212

$

1,105

$

525,629

Watch

0

0

625

870

3,002

5,947

115

10,559

Special Mention

0

0

1,495

0

4,807

3,629

0

9,931

Substandard

0

91

0

2,764

482

4,016

299

7,652

Total Residential 1-4 Family - Commercial

$

27,352

$

103,461

$

84,307

$

59,819

$

47,509

$

229,804

$

1,519

$

553,771

Other Commercial

Pass

$

152,527

$

218,874

$

162,699

$

119,323

$

3,745

$

75,548

$

35,913

$

768,629

Watch

0

0

0

0

558

5,235

0

5,793

Substandard

0

0

0

0

0

234

95

329

Total Other Commercial

$

152,527

$

218,874

$

162,699

$

119,323

$

4,303

$

81,017

$

36,008

$

774,751

Total Commercial

Pass

$

1,080,742

$

2,344,851

$

1,659,768

$

1,277,064

$

876,444

$

2,887,006

$

898,280

$

11,024,155

Watch

2,357

4,106

20,138

54,798

53,361

96,912

26,690

258,362

Special Mention

1,715

2,613

16,064

26,395

26,774

23,277

4,262

101,100

Substandard

1,252

3,697

258

32,264

37,520

37,888

5,319

118,198

Total Commercial

$

1,086,066

$

2,355,267

$

1,696,228

$

1,390,521

$

994,099

$

3,045,083

$

934,551

$

11,501,815

-21-

Table of Contents

The table below details the amortized cost of the classes of loans within the Commercial segment by risk level and year of origination as of March 31, 2022 (dollars in thousands):

March 31, 2022

Term Loans Amortized Cost Basis by Origination Year

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

Construction and Land Development

Pass

$

61,043

$

485,263

$

228,686

$

43,377

$

38,969

$

46,520

$

22,398

$

926,256

Watch

0

552

237

10,876

126

3,151

0

14,942

Special Mention

0

0

0

0

0

658

0

658

Substandard

279

3,673

1

218

19,434

3,598

0

27,203

Total Construction and Land Development

$

61,322

$

489,488

$

228,924

$

54,471

$

58,529

$

53,927

$

22,398

$

969,059

Commercial Real Estate - Owner Occupied

Pass

$

91,850

$

216,755

$

273,443

$

311,840

$

246,729

$

720,355

$

18,716

$

1,879,688

Watch

700

182

4,012

13,611

10,452

56,869

701

86,527

Special Mention

650

0

286

9,672

607

9,337

500

21,052

Substandard

0

200

0

2,877

1,648

15,037

642

20,404

Total Commercial Real Estate - Owner Occupied

$

93,200

$

217,137

$

277,741

$

338,000

$

259,436

$

801,598

$

20,559

$

2,007,671

Commercial Real Estate - Non-Owner Occupied

Pass

$

184,450

$

640,903

$

407,354

$

519,513

$

395,907

$

1,488,880

$

40,029

$

3,677,036

Watch

0

2,152

833

25,867

20,593

50,796

13

100,254

Special Mention

310

0

10,583

18,854

20,754

9,394

0

59,895

Substandard

0

0

0

23,195

400

14,749

152

38,496

Total Commercial Real Estate - Non-Owner Occupied

$

184,760

$

643,055

$

418,770

$

587,429

$

437,654

$

1,563,819

$

40,194

$

3,875,681

Commercial & Industrial

Pass

$

152,567

$

654,531

$

406,607

$

270,464

$

106,522

$

167,277

$

691,191

$

2,449,159

Watch

373

1,166

5,951

2,556

14,315

4,014

6,583

34,958

Special Mention

0

492

1,284

7,278

481

1,008

5,493

16,036

Substandard

0

451

6,548

4,304

15,398

1,730

12,096

40,527

Total Commercial & Industrial

$

152,940

$

656,640

$

420,390

$

284,602

$

136,716

$

174,029

$

715,363

$

2,540,680

Multifamily Real Estate

Pass

$

2,165

$

63,181

$

189,952

$

65,004

$

113,421

$

284,473

$

1,553

$

719,749

Watch

0

0

0

357

454

436

0

1,247

Special Mention

0

0

2,235

618

0

91

0

2,944

Substandard

0

0

0

0

0

0

0

0

Total Multifamily Real Estate

$

2,165

$

63,181

$

192,187

$

65,979

$

113,875

$

285,000

$

1,553

$

723,940

Residential 1-4 Family - Commercial

Pass

$

11,521

$

104,567

$

87,934

$

58,117

$

42,770

$

232,124

$

893

$

537,926

Watch

0

0

2,033

879

7,464

7,930

117

18,423

Special Mention

0

0

96

0

429

3,440

0

3,965

Substandard

0

92

0

3,222

528

5,346

299

9,487

Total Residential 1-4 Family - Commercial

$

11,521

$

104,659

$

90,063

$

62,218

$

51,191

$

248,840

$

1,309

$

569,801

Other Commercial

Pass

$

70,632

$

222,540

$

162,150

$

118,741

$

5,508

$

78,886

$

43,320

$

701,777

Watch

0

0

0

0

567

5,548

0

6,115

Special Mention

0

0

0

0

0

0

95

95

Substandard

0

0

0

0

0

��

234

0

234

Total Other Commercial

$

70,632

$

222,540

$

162,150

$

118,741

$

6,075

$

84,668

$

43,415

$

708,221

Total Commercial

Pass

$

574,228

$

2,387,740

$

1,756,126

$

1,387,056

$

949,826

$

3,018,515

$

818,100

$

10,891,591

Watch

1,073

4,052

13,066

54,146

53,971

128,744

7,414

262,466

Special Mention

960

492

14,484

36,422

22,271

23,928

6,088

104,645

Substandard

279

4,416

6,549

33,816

37,408

40,694

13,189

136,351

Total Commercial

$

576,540

$

2,396,700

$

1,790,225

$

1,511,440

$

1,063,476

$

3,211,881

$

844,791

$

11,395,053

-22-

Table of Contents

The table below details the amortized cost of the classes of loans within the Commercial segment by risk level and year of origination as of December 31, 2021 (dollars in thousands):

December 31, 2021

December 31, 2021

Term Loans Amortized Cost Basis by Origination Year

Term Loans Amortized Cost Basis by Origination Year

2021

2020

2019

2018

2017

Prior

Revolving Loans

Total

2021

2020

2019

2018

2017

Prior

Revolving Loans

Total

Construction and Land Development

Pass

$

430,764

$

218,672

$

39,937

$

40,128

$

11,299

$

50,908

$

22,996

$

814,704

$

430,764

$

218,672

$

39,937

$

40,128

$

11,299

$

50,908

$

22,996

$

814,704

Watch

395

185

12,923

129

349

4,026

0

18,007

395

185

12,923

129

349

4,026

0

18,007

Special Mention

0

0

0

0

0

735

0

735

0

0

0

0

0

735

0

735

Substandard

3,541

1

221

19,264

198

5,565

0

28,790

3,541

1

221

19,264

198

5,565

0

28,790

Total Construction and Land Development

$

434,700

$

218,858

$

53,081

$

59,521

$

11,846

$

61,234

$

22,996

$

862,236

$

434,700

$

218,858

$

53,081

$

59,521

$

11,846

$

61,234

$

22,996

$

862,236

Commercial Real Estate - Owner Occupied

Pass

$

222,079

$

279,165

$

321,503

$

263,422

$

179,994

$

555,540

$

19,705

$

1,841,408

$

222,079

$

279,165

$

321,503

$

263,422

$

179,994

$

555,540

$

19,705

$

1,841,408

Watch

185

18

7,959

10,875

14,648

57,466

702

91,853

185

18

7,959

10,875

14,648

57,466

702

91,853

Special Mention

0

932

11,826

610

1,052

19,480

507

34,407

0

932

11,826

610

1,052

19,480

507

34,407

Substandard

200

153

7,455

2,538

1,935

14,834

626

27,741

200

153

7,455

2,538

1,935

14,834

626

27,741

Total Commercial Real Estate - Owner Occupied

$

222,464

$

280,268

$

348,743

$

277,445

$

197,629

$

647,320

$

21,540

$

1,995,409

$

222,464

$

280,268

$

348,743

$

277,445

$

197,629

$

647,320

$

21,540

$

1,995,409

Commercial Real Estate - Non-Owner Occupied

Pass

$

642,386

$

421,063

$

520,035

$

377,176

$

374,949

$

1,102,193

$

36,568

$

3,474,370

$

642,386

$

421,063

$

520,035

$

377,176

$

374,949

$

1,102,193

$

36,568

$

3,474,370

Watch

2,152

841

35,721

39,356

18,242

101,797

14

198,123

2,152

841

35,721

39,356

18,242

101,797

14

198,123

Special Mention

0

10,609

25,691

20,119

12,741

4,775

0

73,935

0

10,609

25,691

20,119

12,741

4,775

0

73,935

Substandard

0

0

23,376

11,369

0

7,952

252

42,949

0

0

23,376

11,369

0

7,952

252

42,949

Total Commercial Real Estate - Non-Owner Occupied

$

644,538

$

432,513

$

604,823

$

448,020

$

405,932

$

1,216,717

$

36,834

$

3,789,377

$

644,538

$

432,513

$

604,823

$

448,020

$

405,932

$

1,216,717

$

36,834

$

3,789,377

Commercial & Industrial

Pass

$

770,662

$

450,478

$

287,926

$

110,710

$

38,395

$

170,857

$

619,583

$

2,448,611

$

770,662

$

450,478

$

287,926

$

110,710

$

38,395

$

170,857

$

619,583

$

2,448,611

Watch

1,233

9,641

2,766

31,635

1,370

4,405

17,220

68,270

1,233

9,641

2,766

31,635

1,370

4,405

17,220

68,270

Special Mention

206

935

8,477

1,023

564

561

3,249

15,015

206

935

8,477

1,023

564

561

3,249

15,015

Substandard

379

575

3,636

1,965

463

1,639

1,690

10,347

379

575

3,636

1,965

463

1,639

1,690

10,347

Total Commercial & Industrial

$

772,480

$

461,629

$

302,805

$

145,333

$

40,792

$

177,462

$

641,742

$

2,542,243

$

772,480

$

461,629

$

302,805

$

145,333

$

40,792

$

177,462

$

641,742

$

2,542,243

Multifamily Real Estate

Pass

$

63,431

$

187,616

$

108,402

$

114,077

$

66,562

$

228,013

$

1,548

$

769,649

$

63,431

$

187,616

$

108,402

$

114,077

$

66,562

$

228,013

$

1,548

$

769,649

Watch

0

0

359

459

0

522

0

1,340

0

0

359

459

0

522

0

1,340

Special Mention

44

2,248

624

4,517

0

91

0

7,524

44

2,248

624

4,517

0

91

0

7,524

Substandard

0

0

0

0

0

113

0

113

0

0

0

0

0

113

0

113

Total Multifamily Real Estate

$

63,475

$

189,864

$

109,385

$

119,053

$

66,562

$

228,739

$

1,548

$

778,626

$

63,475

$

189,864

$

109,385

$

119,053

$

66,562

$

228,739

$

1,548

$

778,626

Residential 1-4 Family - Commercial

Pass

$

108,259

$

94,184

$

65,682

$

46,267

$

55,995

$

196,052

$

550

$

566,989

$

108,259

$

94,184

$

65,682

$

46,267

$

55,995

$

196,052

$

550

$

566,989

Watch

0

2,041

4,887

7,483

2,415

7,573

311

24,710

0

2,041

4,887

7,483

2,415

7,573

311

24,710

Special Mention

0

96

0

436

391

4,126

0

5,049

0

96

0

436

391

4,126

0

5,049

Substandard

93

0

3,494

536

1,291

4,876

299

10,589

93

0

3,494

536

1,291

4,876

299

10,589

Total Residential 1-4 Family - Commercial

$

108,352

$

96,321

$

74,063

$

54,722

$

60,092

$

212,627

$

1,160

$

607,337

$

108,352

$

96,321

$

74,063

$

54,722

$

60,092

$

212,627

$

1,160

$

607,337

Other Commercial

Pass

$

226,595

$

167,497

$

98,848

$

5,620

$

25,723

$

44,114

$

30,445

$

598,842

$

226,595

$

167,497

$

98,848

$

5,620

$

25,723

$

44,114

$

30,445

$

598,842

Watch

0

0

0

581

1,246

4,341

0

6,168

0

0

0

581

1,246

4,341

0

6,168

Special Mention

0

0

0

0

2

0

0

2

0

0

0

0

2

0

0

2

Substandard

239

239

0

0

0

0

0

239

0

239

Total Other Commercial

$

226,595

$

167,497

$

98,848

$

6,201

$

26,971

$

48,694

$

30,445

$

605,251

$

226,595

$

167,497

$

98,848

$

6,201

$

26,971

$

48,694

$

30,445

$

605,251

Total Commercial

Pass

$

2,464,176

$

1,818,675

$

1,442,333

$

957,400

$

752,917

$

2,347,677

$

731,395

$

10,514,573

$

2,464,176

$

1,818,675

$

1,442,333

$

957,400

$

752,917

$

2,347,677

$

731,395

$

10,514,573

Watch

3,965

12,726

64,615

90,518

38,270

180,130

18,247

408,471

3,965

12,726

64,615

90,518

38,270

180,130

18,247

408,471

Special Mention

250

14,820

46,618

26,705

14,750

29,768

3,756

136,667

250

14,820

46,618

26,705

14,750

29,768

3,756

136,667

Substandard

4,213

729

38,182

35,672

3,887

35,218

2,867

120,768

4,213

729

38,182

35,672

3,887

35,218

2,867

120,768

Total Commercial

$

2,472,604

$

1,846,950

$

1,591,748

$

1,110,295

$

809,824

$

2,592,793

$

756,265

$

11,180,479

$

2,472,604

$

1,846,950

$

1,591,748

$

1,110,295

$

809,824

$

2,592,793

$

756,265

$

11,180,479

-23--22-

Table of Contents

Consumer Loans

For Consumer loans, the Company evaluates credit quality based on the delinquency status of the loan. The following table details the amortized cost of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of March 31,June 30, 2022 (dollars in thousands):

March 31, 2022

June 30, 2022

Term Loans Amortized Cost Basis by Origination Year

Term Loans Amortized Cost Basis by Origination Year

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

Residential 1-4 Family - Consumer

Current

$

54,254

$

245,445

$

167,608

$

42,408

$

26,370

$

267,973

$

11

$

804,069

$

124,295

$

246,560

$

165,049

$

39,693

$

24,195

$

249,933

$

13

$

849,738

30-59 Days Past Due

0

0

972

289

752

3,877

0

5,890

0

0

0

65

152

377

0

594

60-89 Days Past Due

0

0

249

66

0

703

0

1,018

0

0

0

40

225

1,381

0

1,646

90+ Days Past Due

0

0

0

45

0

1,102

0

1,147

0

0

0

45

0

1,067

0

1,112

Nonaccrual

0

436

0

113

870

10,620

0

12,039

0

436

0

270

854

10,524

0

12,084

Total Residential 1-4 Family - Consumer

$

54,254

$

245,881

$

168,829

$

42,921

$

27,992

$

284,275

$

11

$

824,163

$

124,295

$

246,996

$

165,049

$

40,113

$

25,426

$

263,282

$

13

$

865,174

Residential 1-4 Family - Revolving

Current

$

30,547

$

16,011

$

8,979

$

1,869

$

916

$

482

$

503,355

$

562,159

$

52,236

$

15,442

$

6,011

$

1,762

$

851

$

480

$

500,126

$

576,908

30-59 Days Past Due

0

0

0

0

0

0

1,157

1,157

0

0

0

0

0

0

1,368

1,368

60-89 Days Past Due

0

0

0

0

0

0

651

651

0

0

0

0

0

0

731

731

90+ Days Past Due

0

0

0

0

0

0

1,065

1,065

0

0

0

0

0

0

997

997

Nonaccrual

0

0

61

0

17

0

3,293

3,371

0

0

60

0

16

0

2,993

3,069

Total Residential 1-4 Family - Revolving

$

30,547

$

16,011

$

9,040

$

1,869

$

933

$

482

$

509,521

$

568,403

$

52,236

$

15,442

$

6,071

$

1,762

$

867

$

480

$

506,215

$

583,073

Auto

Current

$

75,173

$

201,289

$

111,697

$

64,359

$

27,115

$

18,006

$

0

$

497,639

$

146,027

$

183,137

$

100,055

$

57,027

$

22,705

$

13,883

$

0

$

522,834

30-59 Days Past Due

96

371

288

256

160

337

0

1,508

189

631

267

339

176

239

0

1,841

60-89 Days Past Due

0

0

54

107

15

7

0

183

24

54

55

53

0

27

0

213

90+ Days Past Due

0

47

40

40

36

29

0

192

26

10

54

41

0

3

0

134

Nonaccrual

0

55

163

43

24

48

0

333

0

32

92

93

21

41

0

279

Total Auto

$

75,269

$

201,762

$

112,242

$

64,805

$

27,350

$

18,427

$

0

$

499,855

$

146,266

$

183,864

$

100,523

$

57,553

$

22,902

$

14,193

$

0

$

525,301

Consumer

Current

$

14,212

$

21,042

$

14,440

$

33,778

$

26,135

$

25,747

$

35,729

$

171,083

$

31,089

$

19,340

$

13,178

$

30,036

$

22,274

$

23,930

$

39,547

$

179,394

30-59 Days Past Due

0

21

56

115

113

150

12

467

6

3

48

107

115

56

26

361

60-89 Days Past Due

0

3

15

48

106

29

0

201

52

0

13

70

70

5

0

210

90+ Days Past Due

0

3

0

10

40

0

17

70

0

45

1

1

31

0

1

79

Nonaccrual

0

0

0

0

0

54

0

54

0

0

0

0

0

1

0

1

Total Consumer

$

14,212

$

21,069

$

14,511

$

33,951

$

26,394

$

25,980

$

35,758

$

171,875

$

31,147

$

19,388

$

13,240

$

30,214

$

22,490

$

23,992

$

39,574

$

180,045

Total Consumer

Current

$

174,186

$

483,787

$

302,724

$

142,414

$

80,536

$

312,208

$

539,095

$

2,034,950

$

353,647

$

464,479

$

284,293

$

128,518

$

70,025

$

288,226

$

539,686

$

2,128,874

30-59 Days Past Due

96

392

1,316

660

1,025

4,364

1,169

9,022

195

634

315

511

443

672

1,394

4,164

60-89 Days Past Due

0

3

318

221

121

739

651

2,053

76

54

68

163

295

1,413

731

2,800

90+ Days Past Due

0

50

40

95

76

1,131

1,082

2,474

26

55

55

87

31

1,070

998

2,322

Nonaccrual

0

491

224

156

911

10,722

3,293

15,797

0

468

152

363

891

10,566

2,993

15,433

Total Consumer

$

174,282

$

484,723

$

304,622

$

143,546

$

82,669

$

329,164

$

545,290

$

2,064,296

$

353,944

$

465,690

$

284,883

$

129,642

$

71,685

$

301,947

$

545,802

$

2,153,593

The Company did not have any material revolving loans convert to term during the threesix months ended March 31,June 30, 2022.

-24--23-

Table of Contents

The following table details the amortized cost of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of December 31, 2021 (dollars in thousands):

December 31, 2021

Term Loans Amortized Cost Basis by Origination Year

2021

2020

2019

2018

2017

Prior

Revolving Loans

Total

Residential 1-4 Family - Consumer

Current

$

248,904

$

174,459

$

47,905

$

33,809

$

44,179

$

246,554

$

11

$

795,821

30-59 Days Past Due

0

157

143

807

460

1,801

0

3,368

60-89 Days Past Due

0

0

0

624

107

2,194

0

2,925

90+ Days Past Due

0

0

46

20

304

2,643

0

3,013

Nonaccrual

444

0

117

884

1,330

8,622

0

11,397

Total Residential 1-4 Family - Consumer

$

249,348

$

174,616

$

48,211

$

36,144

$

46,380

$

261,814

$

11

$

816,524

Residential 1-4 Family - Revolving

Current

$

16,546

$

9,511

$

2,230

$

1,056

$

0

$

484

$

524,825

$

554,652

30-59 Days Past Due

0

0

0

0

0

0

1,493

1,493

60-89 Days Past Due

0

0

0

0

0

0

363

363

90+ Days Past Due

0

0

0

0

0

0

882

882

Nonaccrual

0

63

0

18

0

0

3,325

3,406

Total Residential 1-4 Family - Revolving

$

16,546

$

9,574

$

2,230

$

1,074

$

0

$

484

$

530,888

$

560,796

Auto

Current

$

207,229

$

123,848

$

72,427

$

31,745

$

16,020

$

7,204

$

0

$

458,473

30-59 Days Past Due

299

382

518

259

245

163

0

1,866

60-89 Days Past Due

45

29

95

33

36

11

0

249

90+ Days Past Due

55

101

42

20

23

0

0

241

Nonaccrual

0

81

55

27

27

33

0

223

Total Auto

$

207,628

$

124,441

$

73,137

$

32,084

$

16,351

$

7,411

$

0

$

461,052

Consumer

Current

$

25,084

$

16,059

$

38,594

$

30,890

$

12,853

$

16,929

$

35,534

$

175,943

30-59 Days Past Due

31

94

201

186

63

26

88

689

60-89 Days Past Due

11

13

62

60

34

0

6

186

90+ Days Past Due

1

4

33

72

8

0

2

120

Nonaccrual

0

0

0

0

0

54

0

54

Total Consumer

$

25,127

$

16,170

$

38,890

$

31,208

$

12,958

$

17,009

$

35,630

$

176,992

Total Consumer

Current

$

497,763

$

323,877

$

161,156

$

97,500

$

73,052

$

271,171

$

560,370

$

1,984,889

30-59 Days Past Due

330

633

862

1,252

768

1,990

1,581

7,416

60-89 Days Past Due

56

42

157

717

177

2,205

369

3,723

90+ Days Past Due

56

105

121

112

335

2,643

884

4,256

Nonaccrual

444

144

172

929

1,357

8,709

3,325

15,080

Total Consumer

$

498,649

$

324,801

$

162,468

$

100,510

$

75,689

$

286,718

$

566,529

$

2,015,364

The Company did not have any material revolving loans convert to term during the year ended December 31, 2021.

-25--24-

Table of Contents

4. GOODWILL AND INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from acquisitions. The Company has determined that core deposit intangibles have finite lives and amortizes them over their estimated useful lives. Core deposit intangibles are being amortized over the period of expected benefit, which ranges from 4 to 10 years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from 4 to 10 years, using various methods.

The Company determined that there was 0 impairment to its goodwill or intangible assets. In the normal course of business, the Company routinely monitors the impact of the changes in the financial markets and includes these assessments in the Company’s goodwill impairment process.

The Company analyzed its intangible assets at March 31, 2022 and concluded determined that there was 0 impairment existedto its goodwill or intangible assets as of the balance sheet date.

Effective June 30, 2022, the Company, the Bank, and CSP completed the sale of DHFB, which was formerly a subsidiary of the Bank, resulting in a reduction in both the Company’s goodwill of $10.3 million and intangible assets of $5.7 million.

Amortization expense of intangibles for the three and six months ended March 31,June 30, 2022 and 2021 totaled $3.0$2.9 million and $3.7$6.0 million, and $3.6 million and $7.3 million, respectively.

As of March 31,June 30, 2022, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):

For the remaining nine months of 2022

    

$

8,452

For the remaining six months of 2022

    

$

4,860

2023

9,687

8,518

2024

7,820

6,753

2025

6,221

5,154

2026

4,420

3,559

Thereafter

3,673

2,777

Total estimated amortization expense

$

40,273

$

31,621

-26--25-

Table of Contents

5. LEASES

The Company enters into both lessor and lessee arrangements and determines if an arrangement is a lease at inception. As both a lessee and lessor, the Company elected the practical expedient permitted under the transition guidance within the standard to account for lease and non-lease components as a single lease component for all asset classes.

Lessor Arrangements

The Company’s lessor arrangements consist of sales-type and direct financing leases for equipment. Lease payment terms are fixed and are typically payable in monthly installments with terms ranging from 14 months to 125 months. The lease arrangements may contain renewal options and purchase options that allow the lessee to purchase the leased equipment at the end of the lease term. The leases generally do not contain non-lease components. The Company has no material sale leaseback transactions and 0 lease transactions with related parties.

At lease inception the Company estimates the expected residual value of the leased property at the end of the lease term by considering both internal and third-party appraisals. In certain cases, the Company obtains lessee-provided residual value guarantees and third-party RVI to reduce its residual asset risk. At March 31,June 30, 2022 and December 31, 2021, the carrying value of residual assets covered by residual value guarantees and RVI was $23.8$31.8 million and $23.0 million, respectively.

The net investment in sales-type and direct financing leases consists of the carrying amount of the lease receivables plus unguaranteed residual assets, net of unearned income and any deferred selling profit on direct financing leases. The lease receivables include the lessor’s right to receive lease payments and the guaranteed residual asset value the lessor expects to derive from the underlying assets at the end of the lease term. The Company’s net investment in sales-type and direct financing leases are included in “Loans held for investment, net of deferred fees and costs” on the Company’s Consolidated Balance Sheets. Lease income is recorded in “Interest and fees on loans” on the Company’s Consolidated Statements of Income.

Total net investment in sales-type and direct financing leases consists of the following (dollars in thousands):

    

March 31, 2022

December 31, 2021

    

June 30, 2022

December 31, 2021

Sales-type and direct financing leases:

Lease receivables, net of unearned income and deferred selling profit

$

196,601

$

199,423

$

244,356

$

199,423

Unguaranteed residual values, net of unearned income and deferred selling
profit

8,840

8,911

11,414

8,911

Total net investment in sales-type and direct financing leases

 

$

205,441

$

208,334

 

$

255,770

$

208,334

Lessee Arrangements

The Company’s lessee arrangements consist of operating and finance leases; however, the majority of the leases have been classified as non-cancellable operating leases and are primarily for real estate leases with remaining lease terms of up to 24 years.years. The Company’s real estate lease agreements do not contain residual value guarantees and most agreements do not contain restrictive covenants. The Company does not have any material arrangements where the Company is in a sublease contract.

Lessee arrangements with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. The ROU assets and lease liabilities associated with operating and finance leases greater than 12 months are recorded in the Company’s Consolidated Balance Sheets; ROU assets within “Other assets” and lease liabilities within “Other liabilities”.liabilities.” ROU assets represent the Company’s right to use an underlying asset over the course of the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The initial measurement of lease liabilities and ROU assets are the same for operating and finance leases. Lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments, discounted using the incremental borrowing rate. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets are recognized at commencement date based on the initial measurement of the lease liability, any lease payments made excluding lease incentives, and any initial direct costs incurred. Most of the Company’s operating leases include one or more options to renew and if the Company is reasonably certain to exercise those options, it would be included in the measurement of the operating ROU assets and lease liabilities.

-27--26-

Table of Contents

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term and recorded in “Occupancy expenses” on the Company’s Consolidated Statements of Income. Finance lease expenses consist of straight-line amortization expense of the ROU Assets recognized over the lease term and interest expense on the lease liability. Total finance lease expenses for the amortization of the ROU assets are recorded in “Occupancy expenses” on the Company’s Consolidated Statements of Income and interest expense on the finance lease liability is recorded in “Interest on long-term borrowings” on the Company’s Consolidated Statements of Income.

The tables below provide information about the Company’s lessee lease portfolio and other supplemental lease information (dollars in thousands):

    

March 31, 2022

December 31, 2021

    

June 30, 2022

December 31, 2021

Operating

Finance

Operating

Finance

Operating

Finance

Operating

Finance

ROU assets

$

35,237

$

6,277

$

40,653

$

6,506

$

32,947

$

6,047

$

40,653

$

6,506

Lease liabilities

48,304

9,183

50,742

9,477

45,769

8,888

50,742

9,477

Lease Term and Discount Rate of Operating leases:

 

 

Weighted-average remaining lease term (years)

 

6.62

6.83

6.75

7.08

 

6.56

6.58

6.75

7.08

Weighted-average discount rate (1)

 

2.58

%

1.17

%

2.57

%

1.17

%

 

2.60

%

1.17

%

2.57

%

1.17

%

(1)An incremental borrowing rate is used based on information available at commencement date of lease or at remeasurement date

Three months ended March 31, 

Six months ended June 30, 

 

2022

2021

 

2022

2021

Cash paid for amounts included in measurement of lease liabilities:

Operating Cash Flows from Finance Leases

$

27

$

30

$

53

$

60

Operating Cash Flows from Operating Leases

 

2,891

3,015

 

5,756

5,988

Financing Cash Flows from Finance Leases

294

283

589

566

ROU assets obtained in exchange for lease obligations:

Operating leases

$

143

$

1,820

$

424

$

2,164

Three months ended March 31, 

Three months ended June 30, 

Six months ended June 30, 

2022

2021

2022

2021

2022

2021

Net Operating Lease Cost

 

$

2,309

$

2,541

$

2,230

$

2,532

 

$

4,542

$

5,081

Finance Lease Cost:

Amortization of right-of-use assets

230

230

230

230

459

459

Interest on lease liabilities

 

27

30

26

30

 

53

60

Total Lease Cost

$

2,566

$

2,801

$

2,486

$

2,792

$

5,054

$

5,600

The maturities of lessor and lessee arrangements outstanding at March 31,June 30, 2022 are presented in the table below (dollars in thousands):

March 31, 2022

June 30, 2022

Lessor

Lessee

Lessor

Lessee

Sales-type and Direct Financing

Operating

Finance

Sales-type and Direct Financing

Operating

Finance

For the remaining nine months of 2022

    

$

37,728

$

8,515

$

971

For the remaining six months of 2022

    

$

32,605

$

5,560

$

650

2023

47,004

10,400

1,325

60,499

10,313

1,325

2024

 

45,782

9,274

1,358

 

57,677

9,206

1,358

2025

 

33,791

7,017

1,392

 

43,809

7,055

1,392

2026

 

18,920

4,494

1,427

 

29,998

4,640

1,427

Thereafter

 

30,846

13,326

3,088

 

42,578

13,449

3,088

Total undiscounted cash flows

 

214,071

53,026

9,561

 

267,166

50,223

9,240

Less: Adjustments (1)

 

17,470

4,722

378

 

22,810

4,454

352

Total (2)

$

196,601

$

48,304

$

9,183

$

244,356

$

45,769

$

8,888

(1) Lessor – unearned income and unearned guaranteed residual value; Lessee – imputed interest

(2) Represents lease receivables for lessor arrangements and lease liabilities for lessee arrangements

-28--27-

Table of Contents

6. BORROWINGS

Short-term Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold, advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit.

Total short-term borrowings consist of the following as of March 31,June 30, 2022 and December 31, 2021 (dollars in thousands):

    

March 31, 

December 31, 

 

    

June 30, 

December 31, 

 

2022

2021

 

2022

2021

 

Securities sold under agreements to repurchase

$

115,027

$

117,870

$

118,658

$

117,870

Federal Funds Purchased

0

0

FHLB Advances

 

0

 

0

 

290,000

 

0

Total short-term borrowings

$

115,027

$

117,870

$

408,658

$

117,870

Average outstanding balance during the period

$

113,500

$

113,030

$

241,289

$

113,030

Average interest rate during the period

 

0.08

%  

 

0.10

%

 

0.48

%  

 

0.10

%

Average interest rate at end of period

 

0.09

%  

 

0.07

%

 

0.90

%  

 

0.07

%

The Bank maintains federal funds lines with several correspondent banks, the available balance was $1.0 billion and $997.0 million at both March 31,June 30, 2022 and December 31, 2021.2021 respectively. The Company maintains an alternate line of credit at a correspondent bank; the available balance was $25.0 million at both March 31,June 30, 2022 and December 31, 2021. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and is in compliance with these covenants as of March 31,June 30, 2022 and December 31, 2021. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to $6.05.9 billion and $6.0 billion at both March 31,June 30, 2022 and December 31, 2021.2021 respectively.

Long-term Borrowings

During the fourth quarter of 2021, the company issued the 2031 Notes. The 2031 Notes were sold at par resulting in net proceeds, after underwriting discounts and offering expenses, of approximately $246.9 million. The Company used a portion of the net proceeds from the 2031 Notes issuance to repay its outstanding $150 million of 5.00% fixed-to-floating rate subordinated notes that were due in 2026.

In connection with several previous bank acquisitions, the Company issued $58.5 million and acquired $87.0 million of trust preferred capital notes. Most recently, in connection with the acquisition of Access on February 1, 2019, the Company acquired additional trust preferred capital notes totaling $5.0 million. The remaining fair value discount on all acquired trust preferred capital notes was $13.112.9 million and $13.3 million at March 31,June 30, 2022 and December 31, 2021, respectively.

-29--28-

Table of Contents

Total long-term borrowings consist of the following as of March 31,June 30, 2022 (dollars in thousands):

Spread to

Spread to

Principal

3-Month LIBOR

Rate (1)

Maturity

Investment (2)

Principal

3-Month LIBOR

Rate (1)

Maturity

Investment (2)

Trust Preferred Capital Securities

Trust Preferred Capital Note - Statutory Trust I

$

22,500

 

2.75

%  

3.71

%  

6/17/2034

$

696

$

22,500

 

2.75

%  

5.04

%  

6/17/2034

$

696

Trust Preferred Capital Note - Statutory Trust II

 

36,000

 

1.40

%  

2.36

%  

6/15/2036

 

1,114

 

36,000

 

1.40

%  

3.69

%  

6/15/2036

 

1,114

VFG Limited Liability Trust I Indenture

 

20,000

 

2.73

%  

3.69

%  

3/18/2034

 

619

 

20,000

 

2.73

%  

5.02

%  

3/18/2034

 

619

FNB Statutory Trust II Indenture

 

12,000

 

3.10

%  

4.06

%  

6/26/2033

 

372

 

12,000

 

3.10

%  

5.39

%  

6/26/2033

 

372

Gateway Capital Statutory Trust I

 

8,000

 

3.10

%  

4.06

%  

9/17/2033

 

248

 

8,000

 

3.10

%  

5.39

%  

9/17/2033

 

248

Gateway Capital Statutory Trust II

 

7,000

 

2.65

%  

3.61

%  

6/17/2034

 

217

 

7,000

 

2.65

%  

4.94

%  

6/17/2034

 

217

Gateway Capital Statutory Trust III

 

15,000

 

1.50

%  

2.46

%  

5/30/2036

 

464

 

15,000

 

1.50

%  

3.79

%  

5/30/2036

 

464

Gateway Capital Statutory Trust IV

 

25,000

 

1.55

%  

2.51

%  

7/30/2037

 

774

 

25,000

 

1.55

%  

3.84

%  

7/30/2037

 

774

MFC Capital Trust II

 

5,000

 

2.85

%  

3.81

%  

1/23/2034

 

155

 

5,000

 

2.85

%  

5.14

%  

1/23/2034

 

155

Total Trust Preferred Capital Securities

$

150,500

 

  

 

  

 

  

$

4,659

$

150,500

 

  

 

  

 

  

$

4,659

Subordinated Debt(3)(4)

2031 Subordinated Debt

250,000

-

%

2.875

%

12/15/2031

250,000

0

%

2.875

%

12/15/2031

Total Subordinated Debt(5)

$

250,000

$

250,000

Fair Value Discount(6)

(16,154)

(15,869)

Investment in Trust Preferred Capital Securities

4,659

4,659

Total Long-term Borrowings

$

389,005

$

389,290

(1) Rate as of March 31,June 30, 2022. Calculated using non-rounded numbers.

(2) The total of the trust preferred capital securities and investments in the respective trusts represents the principal asset of the Company’s junior subordinated debt securities with like maturities and like interest rates to the capital securities. The Company’s investment in the trusts is reported in "Other assets" on the Company’s Consolidated Balance Sheets.

(3) The remaining issuance discount as of March 31,June 30, 2022 is $3.0 million.

(4) Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

(5) Fixed-to-floating rate notes. On December 15, 2026, the interest rate changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date. The notes may be redeemed before maturity on or after December 15, 2026.

(6) Remaining discounts of $13.112.9 million and $3.0 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

-30--29-

Table of Contents

Total long-term borrowings consist of the following as of December 31, 2021 (dollars in thousands):

Spread to

Spread to

Principal

3-Month LIBOR

Rate (1)

Maturity

Investment (2)

Principal

3-Month LIBOR

Rate (1)

Maturity

Investment (2)

Trust Preferred Capital Securities

Trust Preferred Capital Note - Statutory Trust I

$

22,500

 

2.75

%  

2.96

%  

6/17/2034

$

696

$

22,500

 

2.75

%  

2.96

%  

6/17/2034

$

696

Trust Preferred Capital Note - Statutory Trust II

 

36,000

 

1.40

%  

1.61

%  

6/15/2036

 

1,114

 

36,000

 

1.40

%  

1.61

%  

6/15/2036

 

1,114

VFG Limited Liability Trust I Indenture

 

20,000

 

2.73

%  

2.94

%  

3/18/2034

 

619

 

20,000

 

2.73

%  

2.94

%  

3/18/2034

 

619

FNB Statutory Trust II Indenture

 

12,000

 

3.10

%  

3.31

%  

6/26/2033

 

372

 

12,000

 

3.10

%  

3.31

%  

6/26/2033

 

372

Gateway Capital Statutory Trust I

 

8,000

 

3.10

%  

3.31

%  

9/17/2033

 

248

 

8,000

 

3.10

%  

3.31

%  

9/17/2033

 

248

Gateway Capital Statutory Trust II

 

7,000

 

2.65

%  

2.86

%  

6/17/2034

 

217

 

7,000

 

2.65

%  

2.86

%  

6/17/2034

 

217

Gateway Capital Statutory Trust III

 

15,000

 

1.50

%  

1.71

%  

5/30/2036

 

464

 

15,000

 

1.50

%  

1.71

%  

5/30/2036

 

464

Gateway Capital Statutory Trust IV

 

25,000

 

1.55

%  

1.76

%  

7/30/2037

 

774

 

25,000

 

1.55

%  

1.76

%  

7/30/2037

 

774

MFC Capital Trust II

 

5,000

 

2.85

%  

3.06

%  

1/23/2034

 

155

 

5,000

 

2.85

%  

3.06

%  

1/23/2034

 

155

Total Trust Preferred Capital Securities

$

150,500

 

  

 

  

 

  

$

4,659

$

150,500

 

  

 

  

 

  

$

4,659

Subordinated Debt(3)(4)

2031 Subordinated Debt

250,000

-

%

2.875

%

12/15/2031

250,000

0

%

2.875

%

12/15/2031

Total Subordinated Debt(5)

$

250,000

$

250,000

Fair Value Discount(6)

(16,435)

(16,435)

Investment in Trust Preferred Capital Securities

4,659

4,659

Total Long-term Borrowings

$

388,724

$

388,724

(1) Rate as of December 31, 2021. Calculated using non-rounded numbers.

(2) The total of the trust preferred capital securities and investments in the respective trusts represents the principal asset of the Company’s junior subordinated debt securities with like maturities and like interest rates to the capital securities. The Company’s investment in the trusts is reported in "Other assets" on the Company’s Consolidated Balance Sheets.

(3) The remaining issuance discount as of December 31, 2021 is $3.1 million.

(4) Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

(5) Fixed-to-floating rate notes. On December 15, 2026, the interest changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date. The notes may be redeemed before maturity on or after December 15, 2026.

(6) Remaining discounts of $13.3 million and $3.1 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

As of March 31,June 30, 2022, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

  

Trust

  

  

  

  

Trust

  

  

  

  

Preferred

  

  

  

Total

  

Preferred

  

  

  

Total

  

Capital

  

Subordinated

  

Fair Value

  

 Long-term

  

Capital

  

Subordinated

  

Fair Value

  

 Long-term

  

Notes

  

Debt

  

Discount (1)

  

Borrowings

  

Notes

  

Debt

  

Discount (1)

  

Borrowings

For the remaining nine months of 2022

$

0

$

0

$

(858)

$

(858)

For the remaining six months of 2022

$

0

$

0

$

(573)

$

(573)

2023

 

0

 

0

 

(1,162)

 

(1,162)

 

0

 

0

 

(1,162)

 

(1,162)

2024

 

0

 

0

 

(1,187)

 

(1,187)

 

0

 

0

 

(1,187)

 

(1,187)

2025

 

0

 

0

 

(1,211)

 

(1,211)

 

0

 

0

 

(1,211)

 

(1,211)

2026

 

0

 

0

 

(1,236)

 

(1,236)

 

0

 

0

 

(1,236)

 

(1,236)

Thereafter

 

155,159

 

250,000

 

(10,500)

 

394,659

 

155,159

 

250,000

 

(10,500)

 

394,659

Total long-term borrowings

$

155,159

$

250,000

$

(16,154)

$

389,005

$

155,159

$

250,000

$

(15,869)

$

389,290

(1) Includes discount on issued subordinated notes.

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Table of Contents

7. COMMITMENTS AND CONTINGENCIES

Litigation Matters

In the ordinary course of its operations, the Company and its subsidiaries are involved in various legal and regulatory proceedings. The amount, if any, of the ultimate liability with respect to such matters cannot be determined. Despite the uncertainties of such litigation and investigations, and based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings in the aggregate will not have a material adverse effect on the business, financial condition, or results of operations of the Company, subject to the potential outcomes of disclosed matters. There have been no material changes with respect to the Company’s previously disclosed proceedings.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Company’s Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company considers credit losses related to off-balance sheet commitments by undergoing a similar process in evaluating losses for loans that are carried on the balance sheet. The Company considers historical loss and funding information, current and future economic conditions, risk ratings, and past due status among other factors in the consideration of expected credit losses in the Company’s off-balance sheet commitments to extend credit. The Company also records an indemnification reserve based on historical statistics and loss rates related to mortgage loans previously sold. At both March 31,As of June 30, 2022 and December 31, 2021, the Company’s RUC and indemnification reserve was $9.4 million and $8.4 million.million, respectively.

Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

The following table presents the balances of commitments and contingencies as of the following dates (dollars in thousands):

    

March 31, 2022

    

December 31, 2021

    

June 30, 2022

    

December 31, 2021

Commitments with off-balance sheet risk:

 

  

 

  

 

  

 

  

Commitments to extend credit (1)

$

6,140,109

$

5,825,557

$

5,253,798

$

5,825,557

Letters of credit

 

159,740

 

152,506

 

154,241

 

152,506

Total commitments with off-balance sheet risk

$

6,299,849

$

5,978,063

$

5,408,039

$

5,978,063

(1) Includes unfunded overdraft protection.

As of March 31,June 30, 2022, the Company had approximately $218.8$204.2 million in deposits in other financial institutions of which $147.4$180.8 million served as collateral for cash flow and loan swap derivatives. As of December 31, 2021, the Company had approximately $187.4 million in deposits in other financial institutions of which $82.3 million served as collateral for the Company’s derivative interest rate contracts. The Company had approximately $67.9$20.0 million and $102.0 million in deposits in other financial institutions that were uninsured at March 31,June 30, 2022 and December 31, 2021, respectively. At least annually, the Company’s management evaluates the loss risk of its uninsured deposits in financial counterparties.

For asset/liability management purposes, the Company uses interest rate contracts to hedge various exposures or to modify the interest rate characteristics of various balance sheet accounts. For the OTC derivatives cleared with the central clearinghouses, the variation margin is treated as a settlement of the related derivatives fair values. Refer to Note 8 “Derivatives” in Part I, Item I of this Quarterly Report for additional information.

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Table of Contents

the variation margin is treated as a settlement of the related derivatives fair values. Refer to Note 8 “Derivatives” in Part I, Item I of this Quarterly Report for additional information.

The Company pledges collateral to secure various financing and other activities that occur during the normal course of business as part of the liquidity management strategy. The following tables present the types of collateral pledged at March 31,June 30, 2022 and December 31, 2021 (dollars in thousands):

Pledged Assets as of March 31, 2022

Pledged Assets as of June 30, 2022

    

    

AFS

    

HTM

    

    

    

    

AFS

    

HTM

    

    

Cash

Securities (1)

Securities (1)

Loans (2)

Total

Cash

Securities (1)

Securities (1)

Loans (2)

Total

Public deposits

$

0

$

619,431

$

527,412

$

0

$

1,146,843

$

0

$

579,459

$

498,568

$

0

$

1,078,027

Repurchase agreements

 

0

 

116,260

 

0

 

0

 

116,260

 

0

 

124,242

 

0

 

0

 

124,242

FHLB advances

 

0

 

40,919

 

0

 

2,966,527

 

3,007,446

 

0

 

38,944

 

0

 

2,592,215

 

2,631,159

Derivatives

 

147,411

 

61,255

 

0

 

0

 

208,666

 

180,786

 

59,353

 

0

 

0

 

240,139

Fed Funds

0

0

0

424,875

424,875

0

0

0

435,262

435,262

Other purposes

 

0

19,018

915

0

19,933

 

0

27,610

869

0

28,479

Total pledged assets

$

147,411

$

856,883

$

528,327

$

3,391,402

$

4,924,023

$

180,786

$

829,608

$

499,437

$

3,027,477

$

4,537,308

Pledged Assets as of December 31, 2021

    

    

AFS

    

HTM

    

    

Cash

Securities (1)

Securities (1)

Loans (2)

Total

Public deposits

$

0

$

703,489

$

472,243

$

0

$

1,175,732

Repurchase agreements

 

0

 

130,217

 

0

 

0

 

130,217

FHLB advances

 

0

 

43,722

 

0

 

4,263,259

 

4,306,981

Derivatives

 

82,299

 

65,053

 

0

 

0

 

147,352

Fed Funds

0

0

0

392,067

392,067

Other purposes

 

0

22,003

985

0

22,988

Total pledged assets

$

82,299

$

964,484

$

473,228

$

4,655,326

$

6,175,337

(1) Balance represents market value.

(2) Balance represents book value.

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Table of Contents

8. DERIVATIVES

The Company is exposed to economic risks arising from its business operations and uses derivatives primarily to manage risk associated with changing interest rates, and to assist customers with their risk management objectives. The Company designates certain derivatives as hedging instruments in a qualifying hedge accounting relationship (cash flow or fair value hedge). The remaining are classified as free-standing derivatives that do not qualify for hedge accounting and consist of interest rate contracts, which include loan swaps and interest rate cap agreements, as well as interest rate lock commitments.

Derivatives Counterparty Credit Risk

Derivative instruments contain an element of credit risk that arises from the potential failure of a counterparty to perform according to the terms of the contract. The Company’s exposure to derivative counterparty credit risk, at any point in time, is equal to the amount reported as a derivative asset on the Company’s Consolidated Balance Sheets, assuming no recoveries of underlying collateral. The Company clears certain OTC derivatives with central clearinghouses through FCMs due to applicable regulatory requirements, which reduces the Company’s counterparty risk.

The Company also enters into legally enforceable master netting agreements and collateral agreements, where possible, with certain derivative counterparties to mitigate the risk of default on a bilateral basis. These bilateral agreements typically provide the right to offset exposures and require one counterparty to post collateral on derivative instruments in a net liability position to the other counterparty. For the OTC derivatives cleared with central clearinghouses, the variation margin is treated as settlement of the related derivatives fair values.

Cash Flow Hedges

The Company designates derivatives as cash flow hedges when they are used to manage exposure to variability in cash flows related to forecasted transactions on variable rate financial instruments. The Company uses interest rate swap agreements as part of its hedging strategy by exchanging a notional amount, equal to the principal amount of the borrowings or commercial loans, for fixed-rate interest based on benchmarked interest rates. The original terms and conditions of the interest rate swaps vary and range in length. Amounts receivable or payable are recognized as accrued under the terms of the agreements.

All swaps were entered into with counterparties that met the Company’s credit standards, and the agreements contain collateral provisions protecting the at-risk party. The Company concluded that the credit risk inherent in the contract is not significant.

For derivatives designated and qualifying as cash flow hedges, ineffectiveness is not measured or separately disclosed. Rather, as long as the hedging relationship continues to qualify for hedge accounting, the entire change in the fair value of the hedging instrument is recorded in OCI and recognized in earnings as the hedged transaction affects earnings. Derivative amounts affecting earnings are recognized consistent with the classification of the hedged item.

At March 31,June 30, 2022 and December 31, 2021, the Company had interest rate swaps designated and qualifying as cash flow hedges of the Company’s forecasted variable interest receipts on variable rate loans due to changes in the interest rate with a notional amount of $500 million. For each agreement, the Company receives interest at a fixed rate and pays at a variable rate. 

Fair Value Hedges

Derivatives are designated as fair value hedges when they are used to manage exposure to changes in the fair value of certain financial assets and liabilities, referred to as the hedged items, which fluctuate in value as a result of movements in interest rates.

Loans: During the normal course of business, the Company enters into swap agreements to convert certain long-term fixed-rate loans to floating rates to hedge the Company’s exposure to interest rate risk. The Company pays a fixed interest rate to the counterparty and receives a floating rate from the same counterparty calculated on the aggregate notional amount. At March 31,June 30, 2022 and December 31, 2021, the aggregate notional amount of the related hedged items for certain long-term fixed rate loans totaled $87.4$86.2 million and $88.6 million, respectively, and the fair value of the swaps associated with the derivative related to hedged items was an unrealized gain of $4.3$7.8 million and an unrealized loss of $620,000, respectively.

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Table of Contents

AFS Securities: The Company has entered into a swap agreement to hedge the interest rate risk on a portion of its fixed rate AFS securities. At March 31,June 30, 2022 and December 31, 2021, the aggregate notional amount of the related hedged items of the AFS securities totaled $50.0 million and the fair value of the swaps associated with the derivative related to hedged items was an unrealized loss of $1.2 million$23,000 and $4.1 million, respectively.

The Company applies hedge accounting in accordance with ASC 815, Derivatives and Hedging, and the fair value hedge and the underlying hedged item, attributable to the risk being hedged, are recorded at fair value with unrealized gains and losses being recorded on the Company’s Consolidated Statements of Income. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows on the derivative hedging instrument with the changes in fair value or cash flows on the designated hedged item or transactions for the risk being hedged. If a hedging relationship ceases to qualify for hedge accounting, the relationship is discontinued and future changes in the fair value of the derivative instrument are recognized in current period earnings. For a discontinued or terminated fair value hedging relationship, all remaining basis adjustments to the carrying amount of the hedged item are amortized to interest income or expense over the remaining life of the hedged item consistent with the amortization of other discounts or premiums. Previous balances deferred in AOCI from discontinued or terminated cash flow hedges are reclassified to interest income or expense as the hedged transactions affect earnings or over the originally specified term of the hedging relationship. The Company’s hedges continue to be highly effective and had no material impact on the Consolidated Statements of Income.

Interest Rate Contracts

During the normal course of business, the Company enters into interest rate contracts with borrowers to help meet their financing needs. Upon entering into interest rate contracts, the Company enters into offsetting positions with a third party in order to minimize interest rate risk. These interest rate contracts qualify as financial derivatives with fair values as reported in “Other assets” and “Other liabilities” on the Company’s Consolidated Balance Sheets.

The following table summarizes key elements of the Company’s derivative instruments as of March 31,June 30, 2022 and December 31, 2021, segregated by derivatives that are considered accounting hedges and those that are not (dollars in thousands):

    

March 31, 2022

    

December 31, 2021

    

June 30, 2022

    

December 31, 2021

Derivative (2)

Derivative (2)

Derivative (2)

Derivative (2)

    

Notional or

    

    

    

Notional or

    

    

    

Notional or

    

    

    

Notional or

    

    

Contractual

Contractual

Contractual

Contractual

Amount (1)

Assets

Liabilities

Amount (1)

Assets

Liabilities

Amount (1)

Assets

Liabilities

Amount (1)

Assets

Liabilities

Derivatives designated as accounting hedges:

Interest rate contracts: (3)

 

 

  

 

  

 

  

 

  

 

 

  

 

  

 

  

 

  

Cash flow hedges

$

500,000

$

0

$

$

500,000

$

0

$

0

$

500,000

$

0

$

0

$

500,000

$

0

$

0

Fair value hedges

 

137,410

 

597

 

1,397

 

138,606

 

0

 

5,387

 

136,220

 

1,171

 

37

 

138,606

 

0

 

5,387

Derivatives not designated as accounting hedges:

Interest rate contracts (3)

 

5,324,908

 

23,506

 

90,632

 

5,017,574

 

73,696

 

49,051

 

5,222,073

 

34,354

 

146,260

 

5,017,574

 

73,696

 

49,051

(1) Notional amounts are not recorded on the Company’s Consolidated Balance Sheets and are generally used only as a basis on which interest and other payments are determined.

(2) Balances represent fair value of derivative financial instruments.

(3) The Company’s cleared derivatives are classified as a single-unit of accounting, resulting in the fair value of the designated swap being reduced by the variation margin, which is treated as settlement of the related derivatives fair value for accounting purposes.

-35--34-

Table of Contents

The following table summarizes the carrying value of the Company’s hedged assets in fair value hedges and the associated cumulative basis adjustments included in those carrying values as of March 31,June 30, 2022 and December 31, 2021 (dollars in thousands):

March 31, 2022

December 31, 2021

June 30, 2022

December 31, 2021

    

    

Cumulative

    

    

Cumulative

    

    

Cumulative

    

    

Cumulative

Amount of Basis

Amount of Basis

Amount of Basis

Amount of Basis

Adjustments

Adjustments

Adjustments

Adjustments

Included in the

Included in the

Included in the

Included in the

Carrying Amount

Carrying

Carrying Amount

Carrying

Carrying Amount

Carrying

Carrying Amount

Carrying

of Hedged

Amount of the

of Hedged

Amount of the

of Hedged

Amount of the

of Hedged

Amount of the

Assets/(Liabilities)

Hedged

Assets/(Liabilities)

Hedged

Assets/(Liabilities)

Hedged

Assets/(Liabilities)

Hedged

Amount (1)

 

Assets/(Liabilities)

Amount (1)

 

Assets/(Liabilities)

Amount (1)

 

Assets/(Liabilities)

Amount (1)

 

Assets/(Liabilities)

Line items on the Consolidated Balance Sheets in which the hedged item is included:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Securities available-for-sale (1) (2)

$

105,162

$

1,154

$

112,562

$

4,051

$

96,577

$

9

$

112,562

$

4,051

Loans

 

87,410

 

(4,369)

 

88,606

 

546

 

86,220

 

(7,787)

 

88,606

 

546

(1) These amounts include the amortized cost basis of the investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At March 31,June 30, 2022 and December 31, 2021, the amortized cost basis of this portfolio was $10597 million and $113 million, respectively, and the cumulative basis adjustment associated with this hedge was $1.29,000 million and $4.1 million, respectively. The amount of the designated hedged item at March 31,June 30, 2022 and December 31, 2021 totaled $50 million.

(2) Carrying value represents amortized cost.

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Table of Contents

9. STOCKHOLDERS’ EQUITY

Series A Preferred Stock

On June 9, 2020, the Company issued and sold 6,900,000 depositary shares, each representing a 1/400th ownership interest in a share of its Series A preferred stock, with a liquidation preference of $10,000 per share of Series A preferred stock (equivalent to $25 per depositary share), including 900,000 depositary shares pursuant to the exercise in full by the underwriters of their option to purchase additional depositary shares. The total net proceeds to the Company were approximately $166.4 million, after deducting the underwriting discount and other offering expenses payable by the Company.

Repurchase Programs

On December 10, 2021, the Company’s Board of Directors authorized a new share Repurchase Program (the “Repurchase Program”) to purchase up to $100.0 million of the Company’s common stock through December 9, 2022 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and / or Rule 10b-18 under the Exchange Act. DuringAs part of the quarter ended March 31, 2022, the Company repurchased an aggregate ofRepurchase Program, approximately 630,0001.3 million shares (or $25.0$48.2 million), at an average price of $39.73. NaN shares were repurchased during the six months ended June 30, 2022, and of these shares approximately 649,000 shares (or $23.2 million) were repurchased during the second quarter ended December 31, 2021.of 2022. Approximately $51.8 million of share repurchases remain available under the Repurchase Program at June 30, 2022.

Accumulated Other Comprehensive Income (Loss)

The change in AOCI for the three and six months ended March 31,June 30, 2022 is summarized as follows, net of tax (dollars in thousands):

    

    

Unrealized Gains

    

    

    

    

    

Unrealized Gains

    

    

    

(Losses)

(Losses)

Unrealized

for AFS

Unrealized

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

Gains (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses) on

on AFS

Transferred to

Value of Cash

(Losses) on

Securities

HTM

Flow Hedge

BOLI

Total

Securities

HTM

Flow Hedge

BOLI

Total

Balance - December 31, 2021

$

22,763

$

35

$

(1,567)

$

(2,596)

$

18,635

Other comprehensive income (loss):

 

 

  

Balance - March 31, 2022

$

(164,204)

$

30

$

(24,880)

$

(2,429)

$

(191,483)

Other comprehensive (loss) income:

 

 

  

Other comprehensive loss before reclassification

 

(186,967)

0

(23,313)

0

 

(210,280)

 

(113,374)

0

(11,572)

0

 

(124,946)

Amounts reclassified from AOCI into earnings

 

0

(5)

0

167

 

162

 

1

(5)

0

150

 

146

Net current period other comprehensive income (loss)

 

(186,967)

 

(5)

 

(23,313)

 

167

 

(210,118)

Balance - March 31, 2022

$

(164,204)

$

30

$

(24,880)

$

(2,429)

$

(191,483)

Net current period other comprehensive (loss) income

 

(113,373)

 

(5)

 

(11,572)

 

150

 

(124,800)

Balance - June 30, 2022

$

(277,577)

$

25

$

(36,452)

$

(2,279)

$

(316,283)

    

    

Unrealized Gains

    

    

    

(Losses)

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses) on

Securities

HTM

Flow Hedge

BOLI

Total

Balance - December 31, 2021

$

22,763

$

35

$

(1,567)

$

(2,596)

$

18,635

Other comprehensive (loss) income:

 

 

  

Other comprehensive loss before reclassification

 

(300,341)

0

(34,885)

0

 

(335,226)

Amounts reclassified from AOCI into earnings

 

1

(10)

0

317

 

308

Net current period other comprehensive (loss) income

 

(300,340)

 

(10)

 

(34,885)

 

317

 

(334,918)

Balance - June 30, 2022

$

(277,577)

$

25

$

(36,452)

$

(2,279)

$

(316,283)

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Table of Contents

The change in AOCI for the three and six months ended March 31,June 30, 2021 is summarized as follows, net of tax (dollars in thousands):

    

    

Unrealized Gain

    

    

    

(Losses)

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses)

Securities

HTM

Flow Hedge

on BOLI

Total

Balance - December 31, 2020

$

74,161

$

55

$

0

$

(3,201)

$

71,015

Cumulative effects from adoption of new accounting standard

Other comprehensive income (loss):

 

Other comprehensive loss before reclassification

 

(33,125)

0

(1,428)

0

(34,553)

Amounts reclassified from AOCI into earnings

 

(62)

(5)

(47)

153

39

Net current period other comprehensive income (loss)

 

(33,187)

 

(5)

 

(1,475)

 

153

 

(34,514)

Balance - March 31, 2021

$

40,974

$

50

$

(1,475)

$

(3,048)

$

36,501

    

    

Unrealized Gain

    

    

    

(Losses)

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses)

Securities

HTM

Flow Hedge

on BOLI

Total

Balance - March 31, 2021

$

40,974

$

50

$

(1,475)

$

(3,048)

$

36,501

Other comprehensive (loss) income:

 

Other comprehensive income before reclassification

 

13,818

0

2,607

0

16,425

Amounts reclassified from AOCI into earnings

 

0

(5)

0

151

146

Net current period other comprehensive (loss) income

 

13,818

 

(5)

 

2,607

 

151

 

16,571

Balance - June 30, 2021

$

54,792

$

45

$

1,132

$

(2,897)

$

53,072

    

    

Unrealized Gain

    

    

    

(Losses)

Unrealized

for AFS

Unrealized

Gains (Losses)

Securities

Change in Fair

Gains

on AFS

Transferred to

Value of Cash

(Losses)

Securities

HTM

Flow Hedge

on BOLI

Total

Balance - December 31, 2020

$

74,161

$

55

$

0

$

(3,201)

$

71,015

Other comprehensive (loss) income:

 

Other comprehensive (loss) income before reclassification

 

(19,307)

0

1,179

0

(18,128)

Amounts reclassified from AOCI into earnings

 

(62)

(10)

(47)

304

185

Net current period other comprehensive (loss) income

 

(19,369)

 

(10)

 

1,132

 

304

 

(17,943)

Balance - June 30, 2021

$

54,792

$

45

$

1,132

$

(2,897)

$

53,072

-37-

Table of Contents

10. FAIR VALUE MEASUREMENTS

The Company follows ASC 820 to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:

Level 1  Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2  Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the markets.

Level 3  Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. These unobservable inputs reflect the Company’s assumptions about what market participants would use and information that is reasonably available under the circumstances without undue cost and effort.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Derivative Instruments

As discussed in Note 8 “Derivatives”, the Company records derivative instruments at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. Third party valuations are validated by the Company using BVAL derivative pricing functions. No material differences were identified during the validation as of March 31,June 30, 2022 and December 31, 2021. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities. Mortgage banking derivatives as of March 31,June 30, 2022 and December 31, 2021 did not have a material impact on the Company’s Consolidated Financial Statements.

AFS Securities

AFS securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity, then the security would fall to the lowest level of the hierarchy (Level 3).

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third-party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is ICE, which evaluates securities based on market data. ICE utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

-38-

Table of Contents

The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company primarily uses BVAL an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of March 31,June 30, 2022 and December 31, 2021.

The carrying value of restricted FRB and FHLB stock approximates fair value based on the redemption provisions of each entity and is therefore excluded from the table below.

Loans Held for Sale

Residential loans originated for sale in the open market are carried at fair value. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). Gains and losses on the sale of loans are recorded in current period earnings as a component of "Mortgage banking income" on the Company’s Consolidated Statements of Income.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis at March 31,June 30, 2022 and December 31, 2021 (dollars in thousands):

    

Fair Value Measurements at March 31, 2022 using

    

Fair Value Measurements at June 30, 2022 using

    

    

Significant

    

    

    

    

Significant

    

    

Quoted Prices in

Other

Significant

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Inputs

Identical Assets

Inputs

Inputs

Level 1

Level 2

Level 3

Balance

Level 1

Level 2

Level 3

Balance

ASSETS

  

 

  

 

  

 

  

  

 

  

 

  

 

  

AFS securities:

  

 

  

 

  

 

  

  

 

  

 

  

 

  

U.S. government and agency securities

$

60,702

$

7,337

$

0

$

68,039

$

58,817

$

6,923

$

0

$

65,740

Obligations of states and political subdivisions

 

0

 

888,300

 

0

 

888,300

 

0

 

822,427

 

0

 

822,427

Corporate and other bonds(1)

 

0

 

183,923

 

0

 

183,923

 

0

 

177,892

 

0

 

177,892

MBS

 

0

 

2,051,373

 

0

 

2,051,373

 

0

 

1,883,713

 

0

 

1,883,713

Other securities

 

0

 

1,645

 

0

 

1,645

 

0

 

1,649

 

0

 

1,649

LHFS

 

0

 

21,227

 

0

 

21,227

 

0

 

15,866

 

0

 

15,866

Derivatives:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

0

 

23,506

 

0

 

23,506

 

0

 

34,354

 

0

 

34,354

Fair value hedges

 

0

 

597

 

0

 

597

 

0

 

1,171

 

0

 

1,171

LIABILITIES

Derivatives:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

$

0

$

90,632

$

0

$

90,632

$

0

$

146,260

$

0

$

146,260

Fair value hedges

0

1,397

 

0

1,397

0

37

 

0

37

(1) Other bonds include asset-backed securities.

-39-

Table of Contents

    

Fair Value Measurements at December 31, 2021 using

    

    

Significant

    

    

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Inputs

Level 1

Level 2

Level 3

Balance

ASSETS

  

 

  

 

  

 

  

AFS securities:

  

 

  

 

  

 

  

U.S. government and agency securities

$

64,474

$

9,375

$

0

$

73,849

Obligations of states and political subdivisions

0

1,008,396

0

1,008,396

Corporate and other bonds(1)

 

0

 

153,376

 

0

 

153,376

MBS

 

0

 

2,244,389

 

0

 

2,244,389

Other securities

 

0

 

1,640

 

0

 

1,640

LHFS

0

20,861

0

20,861

Derivatives:

 

  

 

  

 

  

 

  

Interest rate contracts

 

0

 

73,696

 

0

 

73,696

LIABILITIES

 

  

 

  

 

  

 

  

Derivatives:

 

  

 

  

 

  

 

  

Interest rate contracts

$

0

$

49,051

$

0

$

49,051

Fair value hedges

 

0

 

5,387

 

0

 

5,387

(1) Other bonds include asset-backed securities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis in accordance with U.S. GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets after they are evaluated for impairment. The primary assets accounted for at fair value on a nonrecurring basis are related to foreclosed properties, former bank premises, and collateral-dependent loans that are individually assessed. When the asset is secured by real estate, the Company measures the fair value utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data. Management may discount the value from the appraisal in determining the fair value if, based on its understanding of the market conditions, the collateral had been impaired below the appraised value (Level 3). The assets for which a nonrecurring fair value measurement was recorded waswere $11.39.4 million and $11.3 million during both the periods ended March 31,June 30, 2022 and December 31, 2021.2021 respectively. The nonrecurring valuation adjustments for these assets did not have a material impact on the Company’s consolidated financial statements.

Fair Value of Financial Instruments

ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Cash and Cash Equivalents

For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

HTM Securities

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third-party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is ICE, which evaluates securities based on market data. ICE utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

-40-

Table of Contents

The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company primarily uses BVAL, an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of March 31,June 30, 2022 and December 31, 2021. The Company’s Level 3 securities are a result of the Access acquisition and are comprised of asset-backed securities and municipal bonds. Valuations of the asset-backed securities are provided by a third party vendor specializing in the SBA markets, and are based on underlying loan pool information, market data, and recent trading activity for similar securities. Valuations of the municipal bonds are provided by a third party vendor that specializes in hard-to-value securities, and are based on a discounted cash flow model and considerations for the complexity of the instrument, likelihood it will be called and credit ratings. The Company reviews the valuation of both security types for reasonableness in the context of market conditions and to similar bonds in the Company’s portfolio. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of March 31,June 30, 2022 and December 31, 2021.

Loans and Leases

The fair value of loans and leases were estimated using an exit price, representing the amount that would be expected to be received if the Company sold the loans and leases. The fair value of performing loans and leases were estimated through use of discounted cash flows.  Credit loss assumptions were based on market PD/LGD for loan and lease cohorts.  The discount rate was based primarily on recent market origination rates. Fair value of loans and leases individually assessed and their respective levels within the fair value hierarchy are described in the previous section related to fair value measurements of assets that are measured on a nonrecurring basis.

Bank Owned Life Insurance

The carrying value of BOLI approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information provided by insurance carriers.

Deposits

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

-41-

Table of Contents

The carrying values and estimated fair values of the Company’s financial instruments at March 31,June 30, 2022 and December 31, 2021 are as follows (dollars in thousands):

Fair Value Measurements at March 31, 2022 using

Fair Value Measurements at June 30, 2022 using

    

    

Quoted Prices

    

Significant

    

    

    

    

Quoted Prices

    

Significant

    

    

in Active

Other

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Total Fair

Markets for

Observable

Unobservable

Total Fair

Identical Assets

Inputs

Inputs

Value

Identical Assets

Inputs

Inputs

Value

Carrying

Carrying

 

Value

Level 1

Level 2

Level 3

Balance

 

Value

Level 1

Level 2

Level 3

Balance

ASSETS

Cash and cash equivalents

$

396,303

$

396,303

$

0

$

0

$

396,303

$

241,376

$

241,376

$

0

$

0

$

241,376

AFS securities

 

3,193,280

 

60,702

 

3,132,578

 

0

 

3,193,280

 

2,951,421

 

58,817

 

2,892,604

 

0

 

2,951,421

HTM securities

 

756,872

 

0

 

753,401

 

6,776

 

760,177

 

780,749

 

0

 

738,397

 

4,822

 

743,219

Restricted stock

 

77,033

 

0

 

77,033

 

0

 

77,033

 

87,908

 

0

 

87,908

 

0

 

87,908

LHFS

 

21,227

 

0

 

21,227

 

0

 

21,227

 

15,866

 

0

 

15,866

 

0

 

15,866

Net loans

 

13,356,758

 

0

 

0

 

13,122,875

 

13,122,875

 

13,551,224

 

0

 

0

 

13,058,756

 

13,058,756

Derivatives:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

23,506

 

0

 

23,506

 

0

 

23,506

 

34,354

 

0

 

34,354

 

0

 

34,354

Fair value hedges

 

597

 

0

 

597

 

0

 

597

 

1,171

 

0

 

1,171

 

0

 

1,171

Accrued interest receivable

 

62,852

 

0

 

62,852

 

0

 

62,852

 

67,231

 

0

 

67,231

 

0

 

67,231

BOLI

 

434,012

 

0

 

434,012

 

0

 

434,012

 

436,703

 

0

 

436,703

 

0

 

436,703

LIABILITIES

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Deposits

$

16,484,223

$

0

$

16,499,674

$

0

$

16,499,674

$

16,128,635

$

0

$

16,142,580

$

0

$

16,142,580

Borrowings

 

504,032

 

0

 

488,385

 

0

 

488,385

 

797,948

 

0

 

466,601

 

0

 

466,601

Accrued interest payable

 

2,774

 

0

 

2,774

 

0

 

2,774

 

1,349

 

0

 

1,349

 

0

 

1,349

Derivatives:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

90,632

 

0

 

90,632

 

0

 

90,632

 

146,260

 

0

 

146,260

 

0

 

146,260

Fair value hedges

 

1,397

 

0

 

1,397

 

0

 

1,397

 

37

 

0

 

37

 

0

 

37

    

Fair Value Measurements at December 31, 2021 using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Total Fair

Identical Assets

Inputs

Inputs

Value

Carrying

Value

Level 1

Level 2

Level 3

Balance

ASSETS

Cash and cash equivalents

$

802,501

$

802,501

$

0

$

0

$

802,501

AFS securities

 

3,481,650

 

64,474

 

3,417,176

 

0

 

3,481,650

HTM securities

 

628,000

 

0

 

686,733

 

7,041

 

693,774

Restricted stock

 

76,825

 

0

 

76,825

 

0

 

76,825

LHFS

20,861

0

 

20,861

 

0

20,861

Net loans

 

13,096,056

 

0

 

0

 

12,861,274

 

12,861,274

Derivatives:

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

73,696

 

0

 

73,696

 

0

 

73,696

Accrued interest receivable

 

65,015

 

0

 

65,015

 

0

 

65,015

BOLI

 

431,517

 

0

 

431,517

 

0

 

431,517

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits

$

16,611,068

$

0

$

16,630,087

$

0

$

16,630,087

Borrowings

 

506,594

 

0

 

488,796

 

0

 

488,796

Accrued interest payable

 

933

 

0

 

933

 

0

 

933

Derivatives:

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

49,051

 

0

 

49,051

 

0

 

49,051

Fair value hedges

 

5,387

 

0

 

5,387

 

0

 

5,387

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The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when market interest rate levelsrates change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. Borrowers with fixed rate obligations, however, are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

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11. REVENUE

The majority of the Company’s noninterest income comes from short term contracts associated with fees for services provided on deposit accounts, credit cards, and wealth management accounts and is being accounted for in accordance with Topic 606. Typically, the duration of a contract does not extend beyond the services performed; therefore, the Company concluded that discussion regarding contract balances is immaterial.

The Company’s performance obligations on revenue from interchange fees and deposit accounts are generally satisfied immediately, when the transaction occurs, or by month-end. Performance obligations on revenue from fiduciary and asset management fees are generally satisfied monthly or quarterly. For a majority of fee income on deposit accounts, the Company is a principal, controlling the promised good or service before transferring it to the customer. For the majority of income related to wealth management income, the Company is an agent, responsible for arranging for the provision of goods and services by another party.

Mortgage banking income is earned when the originated loans are sold to an investor on the secondary market. The loans are classified as LHFS prior to being sold. Additionally, the changes in fair value of the LHFS, loan commitments, and related derivatives are included in mortgage banking income.

Noninterest income disaggregated by major source for the three and six months ended March 31,June 30, 2022 and 2021, consisted of the following (dollars in thousands):

    

Three Months Ended

    

Three Months Ended

 

Six Months Ended

March 31, 

March 31, 

June 30, 

June 30, 

 

June 30, 

June 30, 

2022

2021

2022

2021

 

2022

2021

Noninterest income:

 

  

 

  

 

  

 

  

  

 

  

Deposit Service Charges (1):

 

  

 

  

 

  

 

  

  

 

  

Overdraft fees

$

4,994

$

3,081

$

5,305

$

4,136

$

10,299

$

7,217

Maintenance fees & other

 

2,602

 

2,428

 

2,735

 

2,471

 

5,338

 

4,899

Other service charges, commissions, and fees (1)

 

1,655

 

1,701

 

1,709

 

1,735

 

3,364

 

3,436

Interchange fees(1)

 

1,810

 

1,847

 

2,268

 

2,203

 

4,078

 

4,050

Fiduciary and asset management fees (1):

 

 

 

 

 

 

Trust asset management fees

 

3,391

 

2,908

 

3,299

 

2,985

 

6,690

 

5,893

Registered advisor management fees

 

2,660

 

2,327

 

2,438

 

2,463

 

5,088

 

4,790

Brokerage management fees

 

1,204

 

1,240

 

1,202

 

1,371

 

2,416

 

2,611

Mortgage banking income

 

3,117

 

8,255

 

2,200

 

4,619

 

5,317

 

12,874

Bank owned life insurance income

 

2,697

 

2,265

 

2,716

 

3,209

 

5,413

 

5,475

Loan-related interest rate swap fees

 

3,860

 

1,754

 

2,600

 

1,321

 

6,460

 

3,075

Other operating income(2)

 

2,163

 

3,179

 

11,814

 

1,953

 

13,976

 

5,131

Total noninterest income

$

30,153

$

30,985

$

38,286

$

28,466

$

68,439

$

59,451

(1) Income within scope of Topic 606.

(2)Includes a $9.1 million gain related to the sale of DHFB, for the three and six months ended June 30, 2022.

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12. EARNINGS PER SHARE

Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares outstanding attributable to stock awards.

The following table presents basic and diluted EPS calculations for the three and six months ended March 31,June 30, 2022 and 2021 (dollars in thousands except per share data):

Three Months Ended

Three Months Ended

Six Months Ended

March 31, 

June 30, 

June 30, 

2022

2021

2022

2021

2022

2021

Net Income:

Net Income

$

43,690

$

56,189

$

62,226

$

85,384

$

105,916

$

141,573

Less: Preferred Stock Dividends

2,967

2,967

2,967

2,967

5,934

5,934

Net income available to common shareholders

$

40,723

$

53,222

$

59,259

$

82,417

$

99,982

$

135,639

Weighted average shares outstanding, basic

 

75,545

 

78,863

 

74,848

 

78,820

 

75,194

 

78,842

Dilutive effect of stock awards

 

11

 

21

 

2

 

24

 

7

 

22

Weighted average shares outstanding, diluted

 

75,556

 

78,884

 

74,850

 

78,844

 

75,201

 

78,864

Earnings per common share, basic

$

0.54

$

0.67

$

0.79

$

1.05

$

1.33

$

1.72

Earnings per common share, diluted

$

0.54

$

0.67

$

0.79

$

1.05

$

1.33

$

1.72

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13. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events through May 5,August 4, 2022, the date the financial statements were issued.

On May 3,July 28, 2022, the Company’s Board of Directors declared a quarterly dividend on the outstanding shares of its Series A preferred stock. The Series A preferred stock is represented by depositary shares, each representing a 1/400th ownership interest in a share of Series A preferred stock. The dividend of $171.88 per share (equivalent to $0.43 per outstanding depositary share) is payable on JuneSeptember 1, 2022 to preferred shareholders of record as of MayAugust 17, 2022.

The Company’s Board of Directors also declared a quarterly dividend of $0.28$0.30 per share of common stock. The common stock dividend is payable on June 3,August 26, 2022 to common shareholders of record as of May 20,August 12, 2022.

As discussed in Note 9 “Stockholders’ Equity,” the Company has an active Repurchase Program. Subsequent to the quarter ended March 31, 2022, as part of the Repurchase Program, approximately 524,000 shares (or $18.9 million) were repurchased between April 1, 2022 and May 4, 2022. As of May 4, 2022, the Company is authorized under the Repurchase Program to repurchase approximately $56.1 million of additional shares of the Company’s common stock.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Atlantic Union Bankshares Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Atlantic Union Bankshares Corporation (the Company) as of March 31,June 30, 2022, the related consolidated statements of income, comprehensive income, and stockholders’ equity for the three-monththree and six-month periods ended March 31,June 30, 2022 and 2021, the consolidated statements of changes in cash flows for the three-monthsix-month periods ended March 31,June 30, 2022 and 2021, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated February 25, 2022, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Richmond, Virginia

May 5,August 4, 2022

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis is presented to aid the reader in understanding and evaluating the financial condition and results of operations of the Company. This discussion and analysis should be read with the Company’s consolidated financial statements, the notes to the financial statements, and the other financial data included in this report, as well as the Company’s 2021 Form 10-K, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section therein. Highlighted in the discussion are material changes from prior reporting periods and identifiable trends materially affecting the Company. Results of operations for the interim periods are not necessarily indicative of results that may be expected for the full year or for any other period. Amounts are rounded for presentation purposes; however, some of the percentages presented are computed based on unrounded amounts.

In management’s discussion and analysis, the Company provides certain financial information determined by methods other than in accordance with U.S. GAAP. These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in the Company’s underlying performance. Non-GAAP financial measures may be identified with the symbol (+) and may be labeled as adjusted.  Refer to the “Non-GAAP Financial Measures” section within this Item 2 for more information about these non-GAAP financial measures, including a reconciliation of these measures to the most directly comparable GAAP financial measures in accordance with GAAP.

FORWARD-LOOKING STATEMENTS

Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements regarding future interest rate environments and potential impacts on the Company’s net interest margin, future economic conditions, and loan and securities portfolios, and the impacts of the COVID-19 pandemic, and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, the Company will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to the effects of or changes in:

market interest rates;rates and the impacts on macroeconomic conditions, customer and client behavior, the Company’s funding costs and the Company’s funding costs;loan and securities portfolios;
higher inflation and its impacts;impacts on economic growth and customer and client behavior;
general economic and financial market conditions, in the United States generally and particularly in the markets in which the Company operates and which its loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels and slowdowns in economic growth,growth;
monetary and fiscal policies of the U.S. government, including as a resultpolicies of COVID-19;the U.S. Department of the Treasury and the Federal Reserve;
the quality or composition of the loan or investment portfolios and changes therein;
demand for loan products and financial services in the Company’s market area;
the Company’s ability to manage its growth or implement its growth strategy;

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the effectiveness of expense reduction plans;
the introduction of new lines of business or new products and services;
the Company’s ability to recruit and retain key employees;

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real estate values in the Bank’s lending area;
an insufficient ACL;
changes in accounting principles, including, without limitation, relating to the CECL methodology;
the Company’s liquidity and capital positions;
concentrations of loans secured by real estate, particularly commercial real estate;
the effectiveness of the Company’s credit processes and management of the Company’s credit risk;
the Company’s ability to compete in the market for financial services and increased competition from fintech companies;
technological risks and developments, and cyber threats, attacks, or events;
the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts (such as the ongoing conflict between Russia and Ukraine) or public health events (such as COVID-19), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of the Company's borrowers to satisfy their obligations to the Company, on the value of collateral securing loans, on the demand for the Company's loans or its other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on the Company’s liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of the Company's business operations and on financial markets and economic growth;
the effect of steps the Company takes in response to the COVID-19 pandemic, the severity and duration of the pandemic, the uncertainty regarding new variants of COVID-19 that have emerged, the speed and efficacy of vaccine and treatment developments, the impact of loosening or tightening of government restrictions, the pace of recovery when the pandemic subsides and the heightened impact it has on many of the risks described herein;
the discontinuation of LIBOR and its impact on the financial markets, and the Company’s ability to manage operational, legal and compliance risks related to the discontinuation of LIBOR and implementation of one or more alternate reference rates,
performance by the Company’s counterparties or vendors;
deposit flows;
the availability of financing and the terms thereof;
the level of prepayments on loans and MBS;
legislative or regulatory changes and requirements, including the impact of the CARES Act, as amended by the CAA, and other legislative and regulatory reactions to COVID-19;requirements;
potential claims, damages, and fines related to litigation or government actions, including litigation or actions arising from the Company’s participation in and administration of programs related to COVID-19, including, among other things, under the CARES Act, as amended by the CAA, and other legislative and regulatory reactions to COVID-19;actions;
the effects of changes in federal, state or local tax laws and regulations;
monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;
changes to applicable accounting principles and guidelines; and
other factors, many of which are beyond the control of the Company.

Please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the 2021 Form 10-K and related disclosures in other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein should be considered in evaluating forward-looking statements, all of the forward-looking statements made in this report are expressly qualified by the cautionary statements contained or referred to in this Quarterly Report. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Quarterly Report, and undue reliance should not be placed on such forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company does not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The accounting and reporting policies of the Company are in accordance with U.S. GAAP and conform to general practices within the banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions, and judgments made to arrive at the carrying value of

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assets and liabilities and amounts reported for revenues, expenses, and related disclosures. Different assumptions in the

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application of these policies could result in material changes in the Company’s consolidated financial position and/or results of operations. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. Management has discussed the Company’s critical accounting policies and estimates with the Audit Committee of the Board of Directors of the Company.

The critical accounting and reporting policies include the Company’s accounting for the ALLL, acquired loans, and goodwill. The Company’s accounting policies are fundamental to understanding the Company’s consolidated financial position and consolidated results of operations. Accordingly, the Company’s significant accounting policies are discussed in detail in Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 "Financial Statements and Supplementary Data" of the Company’s 2021 Form 10-K.

The Company provides additional information on its critical accounting policies and estimates under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in its 2021 Form 10-K and in Note 1 “Summary of Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report.

RECENT ACCOUNTING PRONOUNCEMENTS (ISSUED BUT NOT FULLY ADOPTED)

In March 2022, the FASB issued ASU No. 2022-02 “Financial Instruments- Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” This guidance eliminates the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, for public business entities, the amendments require disclosure of current period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted if ASU 2016-13 has been adopted, including adoption in an interim period. The Company is evaluating the impact ASU No. 2022-02 will have on its consolidated financial statements.

In March 2022, the FASB issued ASU No. 2022-01 “Derivatives and Hedging (Topic 815): Fair Value Hedging- Portfolio Layer Method” to allow nonprepayable financial assets to be included in a closed portfolio hedge using the portfolio layer method and to allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted if the amendments in ASU 2017-12 have been adopted for the corresponding period. The Company is evaluating the impact ASU No. 2022-01 will have on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This guidance provides temporary, optional guidance to ease the potential burden in accounting for reference rate reform associated with the LIBOR transition. LIBOR and other interbank offered rates are widely used benchmark or reference rates that have been used in the valuation of loans, derivatives, and other financial contracts. Global capital markets are going to be required to move away from LIBOR and other interbank offered rates and toward rates that are more observable or transaction based and less susceptible to manipulation. Topic 848 provides optional expedients and exceptions, subject to meeting certain criteria, for applying current GAAP to contract modifications and hedging relationships, for contracts that reference LIBOR or another reference rate expected to be discontinued. Topic 848 is intended to help stakeholders during the global market-wide reference rate transition period. The amendments are effective as of March 12, 2020 through December 31, 2022 and can be adopted at an instrument level. As of March 31, 2021, the Company utilized the expedient to assert probability of hedged interest as detailed in Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2021 Form 10-K. The Company may incorporate other components of Topic 848 at a later date as it continues to evaluate the remaining components of Topic 848 and its impact to the Company.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (Nasdaq: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 114 branches and approximately 130 ATMs located throughout Virginia, and in portions of Maryland and North Carolina. Certain non-bank financial services affiliates of Atlantic

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portions of Maryland and North Carolina. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Dixon, Hubard, Feinour & Brown, Inc., which provides investment advisory services; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers variouslines of insurance products.

Effective June 30, 2022, the Company completed the sale of DHFB, which was formerly a subsidiary of the Bank.

Shares of the Company’s common stock are traded on the Nasdaq Global Select Market under the symbol "AUB". Additional information is available on the Company’s website at https://investors.atlanticunionbank.com. The information contained on the Company’s website is not a part of or incorporated into this Quarterly Report.

RESULTS OF OPERATIONS

SIGNIFICANT ACTIVITIES

Strategic Initiatives

During the fourth quarter of 2021, the Company took certain actions to reduce expenses in light of the period's prevailing and expected operating environment, including the closure of the Company’s operations center and consolidation of 16 branches, all of which were completed in March 2022. These actions resulted in restructuring expenses in the first quarter of 2022 of approximately $5.5 million, compared to $16.5 million in the quarter ended December 31, 2021. Restructuring expenses in the first quarter of 2022 primarily related to lease and other asset write downs, as well as severance costs.

Share Repurchase Program

On December 10, 2021, the Company’s Board of Directors authorized a share repurchase program to purchase up to $100.0 million of the Company’s common stock through December 9, 2022 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and / or Rule 10b-18 under the Exchange Act. As part of the Repurchase Program, approximately 630,0001.3 million shares (or $25.0$48.2 million) were repurchased during the quartersix months ended March 31,June 30, 2022, and noof these shares approximately 649,000 shares (or $23.2 million) were repurchased during the second quarter of 2022. At June 30, 2022, approximately $51.8 million of share repurchases remain available under the Repurchase Program.

Strategic Initiatives

During the fourth quarter of 2021, the Company took certain actions to reduce expenses in light of the period's prevailing and expected operating environment, including the closure of the Company’s operations center and consolidation of 16 branches, all of which were completed in March 2022. These actions resulted in restructuring expenses in the first quarter of 2022 of approximately $5.5 million, primarily related to lease and other asset write downs, as well as severance costs. There were no significant branch closing and facility consolidation costs for the quarter ended December 31, 2021.June 30, 2022.

COVID-19 UPDATE

The Company’s financial performance generally, and in particular the ability of its borrowers to repay their loans, the value of collateral securing those loans, as well as demand for loans and other products and services the Company offers, is highly dependent on the business environment in its primary markets where it operates and in the United States as a whole. COVIDCOVID-19 has had, and may have in the future, a wide range of economic impacts nationally and in the Company’s primary markets. The Company will carefully monitor any future economic impacts attributable to the COVID-19 pandemic and potential impact on the Company’s borrowers and their ability to repay loans.

Since the start of the pandemic, the Company has taken and is continuing to take precautions to protect the safety and well-being of the Bank’s employees and customers during COVID-19. The Bank has implemented additional safety policies and procedures and followscontinues to follow guidance issued by the Centers for Disease Control and Prevention, state health authorities, and state and local executive orders where our branches and corporate offices are located. The Bank remains very focused on the safety and well-being of its employees and customers during COVID-19 and is committed to safely and responsibly operating its branch network and maintaining appropriate staffing in each branch.

COVID-19 has adversely affected the Company’s business, financial condition, and results of operations since the first quarter of 2020. The duration, nature and severity of future impacts of COVID-19 on the Company’s operational and financial performance will depend on future developments with respect to COVID-19, many of which remain highly uncertain and cannot be predicted.

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SUMMARY OF QUARTERLY FINANCIAL RESULTS

Second Quarter Net Income and Performance Metrics

Net income available to common shareholders was $40.7$59.3 million and basic and diluted EPS was $0.54$0.79 for the firstsecond quarter of 2022, compared to $53.2$82.4 million and $0.67$1.05 for the firstsecond quarter of 2021.

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Adjusted operating earnings available to common shareholders(+) totaled $45.1$51.3 million and diluted adjusted operating EPS(+) was $0.60$0.69 for the firstsecond quarter of 2022, compared to adjusted operating earnings available to common shareholders(+) of $65.5$82.4 million and diluted adjusted operating EPS(+) of $0.83$1.05 for the firstsecond quarter of 2021.

Six Month Net Income and Performance Metrics

Net income available to common shareholders was $100.0 million and basic and diluted EPS was $1.33 for the first six months of 2022, compared to $135.6 million and $1.72 for the first six months of 2021.
Adjusted operating earnings available to common shareholders(+) totaled $96.4 million and diluted adjusted operating EPS(+) was $1.28 for the first six months of 2022, compared to adjusted operating earnings available to common shareholders(+) of $147.9 million and diluted adjusted operating EPS(+) of $1.88 for the first six months of 2021.

Sale of Dixon, Hubard, Feinour & Brown, Inc.

Effective June 30, 2022, the Company transferred its ownership interest in DHFB, which was formerly a subsidiary of the Bank to CSP in exchange for a minority ownership interest in CSP, resulting in a $9.1 million pre-tax gain.

Balance Sheet

At March 31,June 30, 2022, total assets were $19.8$19.7 billion, a decrease of $282.4$403.0 million or approximately 5.7%4.1% (annualized) from December 31, 2021. TotalThe decrease in total assets declined from the prior quarterwas primarily due to a decline in the investment securities portfolio of $366.4 million primarily due to the impact of market interest rate increases on the market value of the AFS securities portfolio, partially offset by the net impact of the decrease in cash and cash equivalents of $406.2$561.1 million, which was deployed primarily related to the deployment of excess liquidity to fund loan growth andloans which increased by $460.0 million from December 31, 2021, but also reflects the impact of net deposit run-off. In addition, the investment securities portfolio decreased $159.5 million primarily due to a declineoutflows. The Company may experience additional declines in the market value of the AFS securities portfolio.portfolio if market interest rates continue to increase through the remainder of 2022.
LHFI (net of deferred fees and costs) were $13.5$13.7 billion, including $67.4$21.7 million in PPP loans at March 31,June 30, 2022, an increase of $263.5$460.0 million or 8.1%7.0% (annualized) from December 31, 2021. Excluding the impact of the PPP(+), LHFI (net of deferred fees and costs) increased $346.4$588.2 million or 10.8%9.1% (annualized) during this period.
Total deposits were $16.5$16.1 billion at March 31,June 30, 2022, a decrease of $126.8$482.4 million or 3.1%5.9% (annualized) from December 31, 2021.

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Net Interest Income

For the Three Months Ended

For the Three Months Ended

March 31, 

June 30, 

    

2022

    

2021

    

Change

    

    

2022

    

2021

    

Change

    

(Dollars in thousands)

(Dollars in thousands)

Average interest-earning assets

$

17,885,018

$

17,692,095

$

192,923

 

  

$

17,646,470

$

17,868,938

$

(222,468)

 

  

Interest and dividend income

$

138,456

$

147,673

$

(9,217)

 

  

$

148,755

$

150,852

$

(2,097)

 

  

Interest and dividend income (FTE) (+)

$

141,792

$

150,726

$

(8,934)

 

  

$

152,332

$

153,996

$

(1,664)

 

  

Yield on interest-earning assets

 

3.14

%  

 

3.39

%  

 

(25)

 

bps

 

3.38

%  

 

3.39

%  

 

(1)

 

bps

Yield on interest-earning assets (FTE) (+)

 

3.22

%  

 

3.46

%  

 

(24)

 

bps

 

3.46

%  

 

3.46

%  

 

 

bps

Average interest-bearing liabilities

$

11,797,999

$

12,065,807

$

(267,808)

 

  

$

11,590,351

$

11,846,623

$

(256,272)

 

  

Interest expense

$

7,525

$

12,775

$

(5,250)

 

  

$

9,988

$

10,304

$

(316)

 

  

Cost of interest-bearing liabilities

 

0.26

%  

 

0.43

%  

 

(17)

 

bps

 

0.35

%  

 

0.35

%  

 

 

bps

Cost of funds

 

0.18

%  

 

0.30

%  

 

(12)

 

bps

 

0.22

%  

 

0.23

%  

 

(1)

 

bps

Net interest income

$

130,931

$

134,898

$

(3,967)

 

  

$

138,767

$

140,548

$

(1,781)

 

  

Net interest income (FTE) (+)

$

134,267

$

137,951

$

(3,684)

 

  

$

142,344

$

143,692

$

(1,348)

 

  

Net interest margin

 

2.97

%  

 

3.09

%  

 

(12)

 

bps

 

3.15

%  

 

3.15

%  

 

 

bps

Net interest margin (FTE) (+)

 

3.04

%  

 

3.16

%  

 

(12)

 

bps

 

3.24

%  

 

3.23

%  

 

1

 

bps

For the firstsecond quarter of 2022, net interest income was $130.9$138.8 million, a decrease of $4.0$1.8 million from the firstsecond quarter of 2021. For the firstsecond quarter of 2022, net interest income (FTE)(+) was $134.3$142.3 million, a decrease of $3.7$1.3 million from the firstsecond quarter of 2021. In the firstsecond quarter of 2022, net interest margin decreased 12 bps to 2.97% from 3.09% inwas consistent with the firstsecond quarter of 2021, and net interest margin (FTE)(+) also decreased 12 bpsincreased 1 basis point to 3.24% from 3.23% compared to the second quarter of 2021. The declines in net interest income and net interest income (FTE)(+) were primarily the result of lower PPP interest income and fees, partially offset by higher interest income as a result of adjusted loan growth(+), and higher investment interest income due to growth in the average balance of the investment portfolio.

For the Six Months Ended

June 30, 

    

2022

    

2021

    

Change

    

(Dollars in thousands)

Average interest-earning assets

$

17,765,085

$

17,781,005

$

(15,920)

 

  

Interest and dividend income

$

287,212

$

298,525

$

(11,313)

 

  

Interest and dividend income (FTE) (+)

$

294,124

$

304,722

$

(10,598)

 

  

Yield on interest-earning assets

 

3.26

%  

 

3.39

%  

 

(13)

 

bps

Yield on interest-earning assets (FTE) (+)

 

3.34

%  

 

3.46

%  

 

(12)

 

bps

Average interest-bearing liabilities

$

11,693,601

$

11,955,610

$

(262,009)

 

  

Interest expense

$

17,514

$

23,079

$

(5,565)

 

  

Cost of interest-bearing liabilities

 

0.30

%  

 

0.39

%  

 

(9)

 

bps

Cost of funds

 

0.20

%  

 

0.27

%  

 

(7)

 

bps

Net interest income

$

269,698

$

275,446

$

(5,748)

 

  

Net interest income (FTE) (+)

$

276,610

$

281,643

$

(5,033)

 

  

Net interest margin

 

3.06

%  

 

3.12

%  

 

(6)

 

bps

Net interest margin (FTE) (+)

 

3.14

%  

 

3.19

%  

 

(5)

 

bps

For the first quartersix months of 2022, net interest income was $269.7 million, a decrease of $5.7 million from the same period of 2021. For the first six months of 2022, net interest income (FTE)(+) was $276.6 million, a decrease of $5.0 million from the same period of 2021. In the first six months of 2022, net interest margin decreased 6 bps to 3.06% from 3.12% in the first six months of 2021, and net interest margin (FTE)(+) decreased 5 bps to 3.14% from 3.19% in the first six months of 2021. The declines in net interest margin and net interest margin (FTE)(+) measures were primarily the result of a decline in loan yields driven by lower PPP interest income and fees, and lower prepayment activity, which drove lower accretion from acquisition accounting fair value adjustments. These decreases were

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partially offset by higher interest income as a result of adjusted loan growth(+), and higher investment interest income due to growth in the average balance of the investment portfolio, and by a decrease in thelower cost of funds driven by a reduction in deposit costs and lower borrowing costs.funds.

On March 16, 2022, the FOMC increasedbegan to increase its Federal Funds target rates to its currenta range of 0.25% to 0.5%0.50%, which was the first increase since December 2018. The FOMC further increased the target rates in May, June, and July 2022 to its current range of 2.25% to 2.5%. The FOMC also forecastedforeshadowed potential further increases to the target rates throughout the year.year and also confirmed the continued reduction to the Federal Reserve’s holdings of U.S. Treasury securities and agency debt and agency mortgage-backed securities. The Company anticipates that thisthese FOMC actions will result in an expansion on its net interest margin due to the Company’s asset-sensitive position at March 31,June 30, 2022. Refer to “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 3 of this Quarterly Report for additional information about the Company’s interest rate sensitivity.

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The following table showstables show interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the periods indicated:

AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)

For the Three Months Ended March 31, 

 

For the Three Months Ended June 30, 

 

2022

2021

 

2022

2021

 

    

    

Interest

    

    

    

Interest

    

 

    

    

Interest

    

    

    

Interest

    

 

Average

Income /

Yield /

Average

Income /

Yield /

 

Average

Income /

Yield /

Average

Income /

Yield /

 

Balance

Expense (1)

Rate (1)(2)

Balance

Expense (1)

Rate (1)(2)

 

Balance

Expense (1)

Rate (1)(2)

Balance

Expense (1)

Rate (1)(2)

 

 

(Dollars in thousands)

 

(Dollars in thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

$

2,617,156

$

13,666

 

2.12

%  

$

1,906,585

$

10,353

 

2.20

%

$

2,322,024

$

14,695

 

2.54

%  

$

2,028,637

$

10,519

 

2.08

%

Tax-exempt

 

1,581,426

 

13,240

 

3.40

%  

 

1,302,792

 

11,693

 

3.64

%

 

1,608,888

 

13,465

 

3.36

%  

 

1,391,692

 

12,249

 

3.53

%

Total securities

 

4,198,582

 

26,906

 

2.60

%  

 

3,209,377

 

22,046

 

2.79

%

 

3,930,912

 

28,160

 

2.87

%  

 

3,420,329

 

22,768

 

2.67

%

Loans, net (3)

 

13,300,789

 

114,602

 

3.49

%  

 

14,064,123

 

128,122

 

3.69

%

 

13,525,529

 

123,764

 

3.67

%  

 

13,971,939

 

130,840

 

3.76

%

Other earning assets

 

385,647

 

284

 

0.30

%  

 

418,595

 

558

 

0.54

%

 

190,029

 

408

 

0.86

%  

 

476,670

 

388

 

0.33

%

Total earning assets

 

17,885,018

$

141,792

 

3.22

%  

 

17,692,095

$

150,726

 

3.46

%

 

17,646,470

$

152,332

 

3.46

%  

 

17,868,938

$

153,996

 

3.46

%

Allowance for credit losses

 

(100,342)

 

  

 

(157,802)

 

  

 

  

 

(103,211)

 

  

 

(137,997)

 

  

 

  

Total non-earning assets

 

2,135,692

 

  

 

2,152,561

 

  

 

  

 

2,176,143

 

  

 

2,192,037

 

  

 

  

Total assets

$

19,920,368

 

  

$

19,686,854

 

  

 

  

$

19,719,402

 

  

$

19,922,978

 

  

 

  

Liabilities and Stockholders' Equity:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Transaction and money market accounts

$

8,376,766

$

1,324

 

0.06

%  

$

8,060,328

$

2,152

 

0.11

%

$

7,987,888

$

3,082

 

0.15

%  

$

8,159,890

$

1,809

 

0.09

%

Regular savings

 

1,142,854

 

55

 

0.02

%  

 

940,369

 

59

 

0.03

%

 

1,169,199

 

55

 

0.02

%  

 

1,016,661

 

55

 

0.02

%

Time deposits

 

1,766,657

 

3,104

 

0.71

%  

 

2,490,432

 

6,917

 

1.13

%

 

1,667,378

 

2,960

 

0.71

%  

 

2,270,217

 

5,374

 

0.95

%

Total interest-bearing deposits

 

11,286,277

 

4,483

 

0.16

%  

 

11,491,129

 

9,128

 

0.32

%

 

10,824,465

 

6,097

 

0.23

%  

 

11,446,768

 

7,238

 

0.25

%

Other borrowings

 

511,722

 

3,042

 

2.41

%  

 

574,678

 

3,647

 

2.57

%

 

765,886

 

3,891

 

2.04

%  

 

399,855

 

3,066

 

3.08

%

Total interest-bearing liabilities

 

11,797,999

$

7,525

 

0.26

%  

 

12,065,807

$

12,775

 

0.43

%

 

11,590,351

$

9,988

 

0.35

%  

 

11,846,623

$

10,304

 

0.35

%

Noninterest-bearing liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Demand deposits

 

5,228,098

 

  

 

4,583,521

 

  

 

  

 

5,366,591

 

  

 

5,053,773

 

  

 

  

Other liabilities

 

233,287

 

  

 

317,585

 

  

 

  

 

317,415

 

  

 

274,718

 

  

 

  

Total liabilities

 

17,259,384

 

  

 

16,966,913

 

  

 

  

 

17,274,357

 

  

 

17,175,114

 

  

 

  

Stockholders' equity

 

2,660,984

 

  

 

2,719,941

 

  

 

  

 

2,445,045

 

  

 

2,747,864

 

  

 

  

Total liabilities and stockholders' equity

$

19,920,368

 

  

$

19,686,854

 

  

 

  

$

19,719,402

 

  

$

19,922,978

 

  

 

  

Net interest income

$

134,267

 

  

 

  

$

137,951

 

  

$

142,344

 

  

 

  

$

143,692

 

  

Interest rate spread

 

2.96

%  

 

  

 

  

 

3.03

%  

 

3.11

%  

 

  

 

  

 

3.11

%  

Cost of funds

 

0.18

%  

 

  

 

  

 

0.30

%  

 

0.22

%  

 

  

 

  

 

0.23

%  

Net interest margin

 

3.04

%  

 

  

 

  

 

3.16

%  

 

3.24

%  

 

  

 

  

 

3.23

%  

(1) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2) Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.

(3) Nonaccrual loans are included in average loans outstanding.

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Table of Contents

For the Six Months Ended June 30, 

 

2022

2021

 

    

    

Interest

    

    

    

Interest

    

 

Average

Income /

Yield /

Average

Income /

Yield /

 

Balance

Expense (1)

Rate (1)(2)

Balance

Expense (1)

Rate (1)(2)

 

 

(Dollars in thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

Securities:

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

$

2,468,775

$

28,361

 

2.32

%  

$

1,967,948

$

20,872

 

2.14

%

Tax-exempt

 

1,595,232

 

26,704

 

3.38

%  

 

1,347,487

 

23,941

 

3.58

%

Total securities

 

4,064,007

 

55,065

 

2.73

%  

 

3,315,435

 

44,813

 

2.73

%

Loans, net (3)

 

13,413,780

 

238,365

 

3.58

%  

 

14,017,777

 

258,962

 

3.73

%

Other earning assets

 

287,298

 

694

 

0.49

%  

 

447,793

 

947

 

0.43

%

Total earning assets

 

17,765,085

$

294,124

 

3.34

%  

 

17,781,005

$

304,722

 

3.46

%

Allowance for credit losses

 

(101,784)

 

  

 

(147,844)

 

  

 

  

Total non-earning assets

 

2,156,029

 

  

 

2,172,408

 

  

 

  

Total assets

$

19,819,330

 

  

$

19,805,569

 

  

 

  

Liabilities and Stockholders' Equity:

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

Transaction and money market accounts

$

8,181,253

$

4,406

 

0.11

%  

$

8,110,384

$

3,961

 

0.10

%

Regular savings

 

1,156,099

 

111

 

0.02

%  

 

978,726

 

114

 

0.02

%

Time deposits

 

1,716,743

 

6,063

 

0.71

%  

 

2,379,716

 

12,291

 

1.04

%

Total interest-bearing deposits

 

11,054,095

 

10,580

 

0.19

%  

 

11,468,826

 

16,366

 

0.29

%

Other borrowings

 

639,506

 

6,934

 

2.19

%  

 

486,784

 

6,713

 

2.78

%

Total interest-bearing liabilities

 

11,693,601

$

17,514

 

0.30

%  

 

11,955,610

$

23,079

 

0.39

%

Noninterest-bearing liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

Demand deposits

 

5,297,727

 

  

 

4,819,946

 

  

 

  

Other liabilities

 

275,584

 

  

 

296,033

 

  

 

  

Total liabilities

 

17,266,912

 

  

 

17,071,589

 

  

 

  

Stockholders' equity

 

2,552,418

 

  

 

2,733,980

 

  

 

  

Total liabilities and stockholders' equity

$

19,819,330

 

  

$

19,805,569

 

  

 

  

Net interest income

$

276,610

 

  

 

  

$

281,643

 

  

Interest rate spread

 

3.04

%  

 

  

 

  

 

3.07

%  

Cost of funds

 

0.20

%  

 

  

 

  

 

0.27

%  

Net interest margin

 

3.14

%  

 

  

 

  

 

3.19

%  

(1) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2) Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.

(3) Nonaccrual loans are included in average loans outstanding.

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The Volume Rate Analysis table below presents changes in interest income (FTE)(+) and interest expense and distinguishes between the changes related to increases or decreases in average outstanding balances of interest-earning assets and interest-bearing liabilities (volume), and the changes related to increases or decreases in average interest rates on such assets and liabilities (rate). Changes attributable to both volume and rate have been allocated proportionally. Results, on a taxable equivalent basis, are as follows (dollars in thousands):

Three Months Ended

Three Months Ended

 

Six Months Ended

March 31, 2022 vs. March 31, 2021

June 30, 2022 vs. June 30, 2021

 

June 30, 2022 vs. June 30, 2021

Increase (Decrease) Due to Change in:

Increase (Decrease) Due to Change in:

 

Increase (Decrease) Due to Change in:

    

Volume

    

Rate

    

Total

    

Volume

    

Rate

    

Total

 

Volume

    

Rate

    

Total

Earning Assets:

Securities:

Taxable

$

3,724

$

(411)

$

3,313

$

1,654

$

2,522

$

4,176

$

5,645

$

1,844

$

7,489

Tax-exempt

 

2,373

 

(826)

 

1,547

 

1,840

 

(624)

 

1,216

 

4,208

 

(1,445)

 

2,763

Total securities

 

6,097

 

(1,237)

 

4,860

 

3,494

 

1,898

 

5,392

 

9,853

 

399

 

10,252

Loans, net

 

(6,765)

 

(6,755)

 

(13,520)

 

(4,125)

 

(2,951)

 

(7,076)

 

(10,933)

 

(9,664)

 

(20,597)

Other earning assets

 

(40)

 

(234)

 

(274)

 

(337)

 

357

 

20

 

(373)

 

120

 

(253)

Total earning assets

$

(708)

$

(8,226)

$

(8,934)

$

(968)

$

(696)

$

(1,664)

$

(1,453)

$

(9,145)

$

(10,598)

Interest-Bearing Liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Transaction and money market accounts

$

81

$

(909)

$

(828)

$

(39)

$

1,312

$

1,273

$

35

$

410

$

445

Regular savings

 

11

 

(15)

 

(4)

 

8

 

(8)

 

 

19

 

(22)

 

(3)

Time Deposits

 

(1,684)

 

(2,129)

 

(3,813)

 

(1,243)

 

(1,171)

 

(2,414)

 

(2,917)

 

(3,311)

 

(6,228)

Total interest-bearing deposits

 

(1,592)

 

(3,053)

 

(4,645)

 

(1,274)

 

133

 

(1,141)

 

(2,863)

 

(2,923)

 

(5,786)

Other borrowings

 

(384)

 

(221)

 

(605)

 

2,114

 

(1,289)

 

825

 

1,839

 

(1,618)

 

221

Total interest-bearing liabilities

 

(1,976)

 

(3,274)

 

(5,250)

 

840

 

(1,156)

 

(316)

 

(1,024)

 

(4,541)

 

(5,565)

Change in net interest income

$

1,268

$

(4,952)

$

(3,684)

Change in net interest income (FTE)(+)

$

(1,808)

$

460

$

(1,348)

$

(429)

$

(4,604)

$

(5,033)

The Company’s net interest margin (FTE)(+) includes the impact of acquisition accounting fair value adjustments. The impact of net accretion related to acquisition accounting fair value adjustments for the first quarterand second quarters of 2021, and the first quarterand second quarters of 2022 are reflected in the following table (dollars in thousands):

    

    

    

    

    

    

    

    

Loan

Deposit

Borrowings

Loan

Deposit

Borrowings

Accretion

Accretion (Amortization)

Amortization

Total

Accretion

Accretion (Amortization)

Amortization

Total

For the quarter ended March 31, 2021

$

4,287

$

20

$

(198)

$

4,109

$

4,287

$

20

$

(198)

$

4,109

For the quarter ended June 30, 2021

4,132

12

(202)

3,942

For the quarter ended March 31, 2022

2,253

(10)

(203)

2,040

2,253

(10)

(203)

2,040

For the quarter ended June 30, 2022

2,879

(11)

(207)

2,661

-54--57-

Table of Contents

Noninterest Income

For the Three Months Ended

 

For the Three Months Ended

 

March 31, 

Change

 

June 30, 

Change

 

    

2022

    

2021

    

$

%

 

    

2022

    

2021

    

$

%

 

(Dollars in thousands)

 

(Dollars in thousands)

 

Noninterest income:

Service charges on deposit accounts

$

7,596

$

5,509

$

2,087

37.9

%

$

8,040

$

6,607

$

1,433

21.7

%

Other service charges, commissions, and fees

 

1,655

 

1,701

 

(46)

(2.7)

%

 

1,709

 

1,735

 

(26)

(1.5)

%

Interchange fees

 

1,810

 

1,847

 

(37)

(2.0)

%

 

2,268

 

2,203

 

65

3.0

%

Fiduciary and asset management fees

 

7,255

 

6,475

 

780

12.0

%

 

6,939

 

6,819

 

120

1.8

%

Mortgage banking income

 

3,117

 

8,255

 

(5,138)

(62.2)

%

 

2,200

 

4,619

 

(2,419)

(52.4)

%

Bank owned life insurance income

 

2,697

 

2,265

 

432

19.1

%

 

2,716

 

3,209

 

(493)

(15.4)

%

Loan-related interest rate swap fees

 

3,860

 

1,754

 

2,106

120.1

%

 

2,600

 

1,321

 

1,279

96.8

%

Other operating income

 

2,163

 

3,179

 

(1,016)

(32.0)

%

 

11,814

 

1,953

 

9,861

504.9

%

Total noninterest income

$

30,153

$

30,985

$

(832)

(2.7)

%

$

38,286

$

28,466

$

9,820

34.5

%

Noninterest income decreased $832,000increased $9.8 million or 2.7%34.5% to $30.2$38.3 million for the quarter ended March 31,June 30, 2022, compared to $31.0$28.5 million for the quarter ended March 31, 2021.June 30, 2021, primarily driven by the pre-tax gain of $9.1 million related to the sale of DHFB. Excluding the gain on sale of DHFB and loss on securities, adjusted operating noninterest income(+) for the quarter ended June 30, 2022 increased $740,000 or 2.6% from the prior year quarter. The decreaseincrease was primarily driven by a decrease in mortgage banking income of $5.1 million due to a decline in mortgage origination volumes and a decline in unrealized gains on equity method investments of $487,000 included within other operating income. These noninterest income declines were partially offset by an increase in loan-related interest swap fee income of $2.1 million due to higher transaction volumes, a $2.1$1.4 million increase in service charges on deposit accounts and a $780,000$1.3 million increase in loan-related interest swap fee income due to higher transaction volumes and an increase in average swap fees. These noninterest income increases were partially offset by a $2.4 million decrease in mortgage banking income due to a decline in mortgage loan origination volumes resulting from the higher interest rate environment and declining gain on sale margins.

For the Six Months Ended

 

June 30, 

Change

 

    

2022

    

2021

    

$

%

 

(Dollars in thousands)

 

Noninterest income:

Service charges on deposit accounts

$

15,637

$

12,116

$

3,521

29.1

%

Other service charges, commissions, and fees

 

3,364

 

3,436

 

(72)

(2.1)

%

Interchange fees

 

4,078

 

4,050

 

28

0.7

%

Fiduciary and asset management fees

 

14,194

 

13,294

 

900

6.8

%

Mortgage banking income

 

5,317

 

12,874

 

(7,557)

(58.7)

%

Bank owned life insurance income

 

5,413

 

5,475

 

(62)

(1.1)

%

Loan-related interest rate swap fees

 

6,460

3,075

3,385

110.1

%

Other operating income

 

13,976

5,131

8,845

172.4

%

Total noninterest income

$

68,439

$

59,451

$

8,988

15.1

%

Noninterest income increased $9.0 million or 15.1% to $68.4 million for the six months ended June 30, 2022, compared to $59.5 million for the six months ended June 30, 2021, primarily driven by the pre-tax gain of $9.1 million related to the sale of DHFB in the second quarter of 2022. Excluding the losses and gains from securities and the gain resulting from the sale of DHFB, adjusted operating noninterest income(+) for the six months ended June 30, 2022 did not significantly change from the six months ended June 30, 2021. The $7.6 million decrease in mortgage banking is due to a decline in mortgage loan origination volumes resulting from the higher interest rate environment and declining gain on sale margins, and was offset by a $3.5 million increase in service charges on deposit accounts, a $3.4 million increase in loan-related interest swap fee income due to higher transaction volumes and an increase in average swap fees, and a $900,000 increase in fiduciary and asset management fees due to market driven increasesgrowth in assets under management. In future periods, noninterest income could be impacted by modifications to the Company’s non-sufficient funds and overdraft policies, which the Company expects to finalize and begin implementing later in 2022 and which could lead to a reduction in certain service charges on deposit accounts.

-55--58-

Table of Contents

Noninterest Expense

For the Three Months Ended

 

For the Three Months Ended

 

March 31, 

Change

 

June 30, 

Change

 

    

2022

    

2021

    

$

%

 

    

2022

    

2021

    

$

%

 

(Dollars in thousands)

 

(Dollars in thousands)

 

Noninterest expense:

Salaries and benefits

$

58,298

$

52,660

$

5,638

10.7

%

$

55,305

$

50,766

$

4,539

8.9

%

Occupancy expenses

 

6,883

 

7,315

 

(432)

(5.9)

%

 

6,395

 

7,140

 

(745)

(10.4)

%

Furniture and equipment expenses

 

3,597

 

3,968

 

(371)

(9.3)

%

 

3,590

 

3,911

 

(321)

(8.2)

%

Technology and data processing

 

7,796

 

6,904

 

892

12.9

%

 

7,862

 

7,219

 

643

8.9

%

Professional services

 

4,090

 

4,960

 

(870)

(17.5)

%

 

4,680

 

4,408

 

272

6.2

%

Marketing and advertising expense

 

2,163

 

2,044

 

119

5.8

%

 

2,502

 

2,738

 

(236)

(8.6)

%

FDIC assessment premiums and other insurance

 

2,485

 

2,307

 

178

7.7

%

 

2,765

 

2,319

 

446

19.2

%

Other taxes

 

4,499

 

4,436

 

63

1.4

%

Franchise and other taxes

 

4,500

 

4,435

 

65

1.5

%

Loan-related expenses

 

1,776

 

1,877

 

(101)

(5.4)

%

 

1,867

 

1,909

 

(42)

(2.2)

%

Amortization of intangible assets

 

3,039

 

3,730

 

(691)

(18.5)

%

 

2,915

 

3,568

 

(653)

(18.3)

%

Loss on debt extinguishment

 

14,695

 

(14,695)

(100.0)

%

Other expenses

 

10,695

 

7,041

 

3,654

51.9

%

 

6,387

 

3,558

 

2,829

79.5

%

Total noninterest expense

$

105,321

$

111,937

$

(6,616)

(5.9)

%

$

98,768

$

91,971

$

6,797

7.4

%

Noninterest expense decreased $6.6increased $6.8 million or 5.9%7.4% to $105.3$98.8 million for the quarter ended March 31,June 30, 2022, compared to $111.9$92.0 million for the quarter ended March 31,June 30, 2021. Excluding amortization of intangible assets ($3.0 million for the quarter ended March 31, 2022 compared to $3.7 million for the quarter ended March 31, 2021), losses related to balance sheet repositioning ($0 for the quarter ended March 31, 2022 compared to $14.7 million for the quarter ended March 31, 2021), and branch closing and facility consolidation costs, ($5.5 million for the quarter ended March 31, 2022 compared to $924,000 for the quarter ended March 31, 2021) adjusted operating noninterest expense(+) for the quarter ended March 31,June 30, 2022 increased by $4.2$7.4 million or 4.5%8.4% from the prior year quarter. The increase from the prior year quarter was mainly due to an increase of $5.6$4.5 million in salaries and benefits primarily driven by an increase in salaries, wages, and variable incentive compensation, and an increase of $892,000$1.2 million in non-credit related losses on customer transactions, $626,000 in OREO and credit-related expenses, $506,000 in teammate training and travel costs, $361,000 in deferred compensation expenses, $643,000 in technology and data processing expenseexpenses primarily driven by an increase in software licensing and maintenance expenses.expenses, and $446,000 in FDIC assessment premiums. These noninterest expense category increases were partially offset by a decreasedecreases of $870,000 in professional services expenses, a $432,000 decrease$745,000 in occupancy expenses and $321,000 in furniture and equipment expenses, partially reflecting the impact of the Company’s consolidation of 16 branches that was completed in March 2022.

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Table of Contents

For the Six Months Ended

 

June 30, 

Change

 

    

2022

    

2021

    

$

%

 

(Dollars in thousands)

 

Noninterest expense:

���

Salaries and benefits

$

113,603

$

103,426

$

10,177

9.8

%

Occupancy expenses

 

13,278

 

14,454

 

(1,176)

(8.1)

%

Furniture and equipment expenses

 

7,187

 

7,880

 

(693)

(8.8)

%

Technology and data processing

 

15,658

 

14,123

 

1,535

10.9

%

Professional services

 

8,770

 

9,369

 

(599)

(6.4)

%

Marketing and advertising expense

 

4,665

 

4,782

 

(117)

(2.4)

%

FDIC assessment premiums and other insurance

 

5,250

 

4,626

 

624

13.5

%

Franchise and other taxes

 

8,999

 

8,871

 

128

1.4

%

Loan-related expenses

 

3,643

 

3,786

 

(143)

(3.8)

%

Amortization of intangible assets

 

5,954

 

7,298

 

(1,344)

(18.4)

%

Loss on debt extinguishment

14,695

(14,695)

(100.0)

%

Other expenses

 

17,082

 

10,598

 

6,484

61.2

%

Total noninterest expense

$

204,089

$

203,908

$

181

0.1

%

Noninterest expense for the six months ended June 30, 2022 did not significantly change from the six months ended June 30, 2021. Excluding amortization of intangible assets, losses related to balance sheet repositioning, and branch closing and facility consolidation costs adjusted operating noninterest expense(+) for the six months ended June 30, 2022 increased by $11.6 million or 6.4% compared to the six months ended June 30, 2021. The increase from the prior year quarter was mainly due to an increase of $10.2 million in salaries and benefits primarily driven by an increase in salaries, wages, and variable incentive compensation, an increase of $879,000 in OREO and credit-related expenses, an increase of $758,000 in teammate training and travel costs, an increase of $1.5 million in technology and data processing expense driven by an increase in software licensing and maintenance expenses, and an increase of $624,000 in FDIC assessment premiums. Partially offsetting these expense increases were declines of $1.2 million in occupancy expenses and $693,000 in furniture and equipment expenses, reflecting the impact of the Company’s consolidation of 16 branches that was completed in March 2022, and a $371,000 decreasedecline of $599,000 in equipmentprofessional services expenses.

Income Taxes

The provision for income taxes is based upon the results of operations, adjusted for the effect of certain tax-exempt income and non-deductible expenses. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

The effective tax rate for the three months ended March 31,June 30, 2022 and 2021 was 17.5%16.7% and 16.8%18.3%, respectively. The increaseeffective tax rate for the six months ended June 30, 2022 and 2021 was 17.1% and 17.7%, respectively. The decrease in the effective tax rates is primarily duereflects the impacts of the current quarter’s discrete items related to the lowersale of DHFB and a higher proportion of tax-exempt income to pre-tax income in the first quarter of 2022.2022 period.

-56--60-

Table of Contents

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Overview

Assets

At March 31,June 30, 2022, total assets were $19.8$19.7 billion, a decrease of $282.4$403.0 million or approximately 5.7%4.1% (annualized) from $20.1 billion at December 31, 2021. The decrease in total assets was primarily a resultdriven by the investment securities portfolio decrease of $366.4 million mainly due to the decline in the AFS portfolio’s fair value, reflecting the impact of market interest rate increases, partially offset by a decrease in cash and cash equivalents related to the deployment of excess liquidity$561.1 million, which was deployed primarily to fund loan growth and deposit run-off. In addition, the Company incurred a decrease in the investment securities portfolio primarily due to a decline in the market value of the AFS securities portfolio, reflectingloans which increased by $460.0 million from December 31, 2021, but also reflects the impact of a rise in the interest rates.net deposit outflows.

LHFI (net of deferred fees and costs) were $13.5$13.7 billion, including $67.4$21.7 million in PPP loans, at March 31,June 30, 2022, an increase of $263.5$460.0 million or 8.1%7.0% (annualized) from December 31, 2021.  Excluding the effects of the PPP(+), LHFI (net of deferred fees and costs) at March 31,June 30, 2022 increased $346.4$588.2 million or 10.8%9.1% (annualized) from December 31, 2021. AverageAt June 30, 2022, quarterly average loans decreased $763.3$446.4 million or 3.2% from March 31, 2021.the same period in the prior year. Excluding the effects of the PPP(+), the adjusted quarterly average loan balancesbalance at March 31,June 30, 2022 increased $443.0$697.8 million or 3.5%5.5% from March 31,June 30, 2021. Refer to "Loan Portfolio" within Item 2 and Note 3 "Loans and Allowance for Loan and Lease Losses" in Part I, Item 1 of this Quarterly Report for additional information on the Company’s loan activity.

Liabilities and Stockholders’ Equity

At March 31,June 30, 2022, total liabilities were $17.3 billion, a decrease of $70.6$84.4 million from $17.4 billion at December 31, 2021.

Total deposits at March 31,June 30, 2022 were $16.5$16.1 billion, a decrease of $126.8$482.4 million or approximately 3.1%5.9% (annualized) from December 31, 2021. For the quarter ended March 31,June 30, 2022, quarterly average deposits increased $439.7decreased $309.5 million or 2.7%1.9% compared to the quarter ended March 31, 2021 primarily dueJune 30, 2021. The declines in deposits relate to additional liquidity of bank customers sincedeclines in money market account balances and maturing time deposits, as well as a public funds client that used available deposit funds to repay higher cost, longer-term debt obligations during the start of COVID-19 and increased savings.second quarter. Refer to “Deposits” within this Item 2 for further discussion on this topic.

Total short-term and long-term borrowings at March 31,June 30, 2022 were $504.0$798.0 million, a decreasean increase of $2.6$291.4 million or 0.5%57.5% when compared to $506.6 million at December 31, 2021. Refer to Note 6 “Borrowings” in Part I, Item I of this Quarterly Report for further discussion on this topic.

At March 31,June 30, 2022, stockholders’ equity was $2.5$2.4 billion, a decrease of $211.7$318.6 million from December 31, 2021. Refer to “Capital Resources” within this Item 2, as well as Note 9 "Stockholders’ Equity" in Part I, Item 1 of this Quarterly Report for additional information on the Company’s capital resources.

For information related to the Company’s stock repurchase activity and the Repurchase Program, please refer to Note 9 “Stockholders’ Equity” in Part I, Item 1 and Part II, Item 2 of this Quarterly Report.

During the firstsecond quarter of 2022, the Company declared and paid a quarterly dividend on the outstanding shares of Series A preferred stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the fourthfirst quarter of 20212022 and the firstsecond quarter of 2021. During the firstsecond quarter of 2022, the Company also declared and paid a cash dividend of $0.28 per common share, consistent with the fourthfirst quarter of 2021,2022 and an increase of $0.03, or approximately 12.0%, compared to the firstsecond quarter of 2021.

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Table of Contents

Securities

At March 31,June 30, 2022, the Company had total investments in the amount of $4.0$3.8 billion, or 20.4%19.4% of total assets, as compared to $4.2 billion, or 20.9% of total assets, at December 31, 2021. This decline in the Company’s investment portfolio was primarily due to a decline in the market value of the AFS securities portfolio. The Company seeks to diversify its portfolio to minimize risk. It focuses on purchasing MBS for cash flow and reinvestment opportunities and securities issued by states and political subdivisions due to the tax benefits and the higher yield offered from these securities. The majority of the Company’s MBS are agency-backed securities, which have a government guarantee. For information regarding the hedge transaction related to AFS securities, see Note 8 "Derivatives" in Part I, Item 1 of this Quarterly Report.

The table below sets forth a summary of the AFS securities, HTM securities, and restricted stock as of the dates indicated (dollars in thousands):

    

March 31, 

    

December 31, 

    

June 30, 

    

December 31, 

2022

2021

2022

2021

Available for Sale:

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

68,039

$

73,849

$

65,740

$

73,849

Obligations of states and political subdivisions

 

888,300

 

1,008,396

 

822,427

 

1,008,396

Corporate and other bonds

 

183,923

 

153,376

 

177,892

 

153,376

MBS

 

 

 

 

Commercial

434,491

471,157

399,835

471,157

Residential

1,616,882

1,773,232

1,483,878

1,773,232

Total MBS

2,051,373

2,244,389

1,883,713

2,244,389

Other securities

 

1,645

 

1,640

 

1,649

 

1,640

Total AFS securities, at fair value

 

3,193,280

 

3,481,650

 

2,951,421

 

3,481,650

Held to Maturity:

 

  

 

  

 

  

 

  

U.S. government and agency securities

2,483

2,604

2,178

2,604

Obligations of states and political subdivisions

 

684,294

 

620,873

 

693,070

 

620,873

MBS

 

 

 

 

Commercial

31,221

4,523

29,404

4,523

Residential

38,874

56,097

Total MBS

70,095

4,523

85,501

4,523

Total held to maturity securities, at carrying value

 

756,872

 

628,000

 

780,749

 

628,000

Restricted Stock:

 

  

 

  

 

  

 

  

FRB stock

 

67,032

 

67,032

 

67,032

 

67,032

FHLB stock

 

10,001

 

9,793

 

20,876

 

9,793

Total restricted stock, at cost

 

77,033

 

76,825

 

87,908

 

76,825

Total investments

$

4,027,185

$

4,186,475

$

3,820,078

$

4,186,475

-58--62-

Table of Contents

The following table summarizes the weighted average yields(1) for AFS securities by contractual maturity date of the underlying securities as of March 31,June 30, 2022:

    

1 Year or

    

    

5 – 10

    

Over 10

    

 

    

1 Year or

    

    

5 – 10

    

Over 10

    

 

Less

1 - 5 Years

Years

Years

Total

 

Less

1 - 5 Years

Years

Years

Total

 

U.S. government and agency securities

 

%

2.57

%

1.42

%

%

1.45

%

 

%

2.64

%

1.43

%

%

1.46

%

Obligations of states and political subdivisions

 

5.00

%

 

2.79

%

2.63

%

2.77

%

2.77

%

 

4.21

%

 

2.77

%

2.66

%

2.77

%

2.77

%

Corporate bonds and other securities

 

0.25

%

 

4.54

%

3.91

%

2.57

%

3.74

%

 

3.70

%

 

5.39

%

3.87

%

2.52

%

3.85

%

MBS:

 

 

 

 

Commercial

3.74

%

3.28

%

2.40

%

2.56

%

2.80

%

3.99

%

3.31

%

2.46

%

2.18

%

2.57

%

Residential

2.41

%

2.35

%

2.39

%

1.97

%

1.99

%

2.42

%

2.23

%

2.51

%

2.09

%

2.10

%

Total MBS

3.16

%

3.21

%

2.39

%

2.06

%

2.16

%

3.39

%

3.22

%

2.50

%

2.10

%

2.20

%

Total AFS securities

 

3.04

%

 

3.25

%

2.88

%

2.29

%

2.40

%

 

3.54

%

 

3.31

%

2.90

%

2.32

%

2.44

%

(1) Yields on tax-exempt securities have been computed on a tax-equivalent basis.

The following table summarizes the weighted average yields(1) for HTM securities by contractual maturity date of the underlying securities as of March 31,June 30, 2022:

    

1 Year or

    

    

5 – 10

    

Over 10

    

 

    

1 Year or

    

    

5 – 10

    

Over 10

    

 

Less

1 - 5 Years

Years

Years

Total

 

Less

1 - 5 Years

Years

Years

Total

 

U.S. government and agency securities

4.14

%

4.03

%

-

%

-

%

4.09

%

4.08

%

3.98

%

%

%

4.05

%

Obligations of states and political subdivisions

2.31

%

3.86

%

3.85

%

3.64

%

3.64

%

2.31

%

3.87

%

3.85

%

3.64

%

3.64

%

MBS:

 

 

Commercial

%

%

%

2.44

%

2.44

%

%

%

%

2.29

%

2.29

%

Residential

%

%

%

2.25

%

2.25

%

%

4.21

%

%

2.78

%

3.03

%

Total MBS

%

%

%

2.34

%

2.34

%

%

4.21

%

%

2.59

%

2.77

%

Total HTM securities

 

2.85

%

3.88

%

3.85

%

3.51

%

3.52

%

 

2.83

%

4.04

%

3.85

%

3.53

%

3.55

%

(1) Yields on tax-exempt securities have been computed on a tax-equivalent basis.

Weighted average yield is calculated as the tax-equivalent yield on a pro rata basis for each security based on its relative amortized cost.

As of March 31,June 30, 2022, the Company maintained a diversified municipal bond portfolio with approximately 65% of its holdings in general obligation issues and the majority of the remainder primarily backed by revenue bonds. Issuances within the State of Texas represented 19%18% of the total municipal portfolio; no other state had a concentration above 10%. Substantially all municipal holdings are considered investment grade. When purchasing municipal securities, the Company focuses on strong underlying ratings for general obligation issuers or bonds backed by essential service revenues.

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Table of Contents

Liquidity

Liquidity represents an institution’s ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, money market investments, federal funds sold, LHFS, and securities and loans maturing or re-pricing within one year. Additional sources of liquidity available to the Company include its capacity to borrow additional funds when necessary through federal funds lines with several correspondent banks, a line of credit with the FHLB, the Federal Reserve Discount Window, the purchase of brokered certificates of deposit, corporate line of credit with a large correspondent bank, and debt and capital issuance. Management considers the Company’s overall liquidity to be sufficient to satisfy its depositors’ requirements and to meet its customers’ credit needs.

The Company has continued to see elevatedseen increased customer deposit balances as a result of the impacts of COVID-19, including as a result of government stimulus programs. The Company considersconsidered a portion of the increaseselevated levels in customer deposits to be temporary which it expectsand is starting to see declines from prior elevated periods; however, the Company will resultuse other means of borrowings to fund any liquidity needs based on declines in outflows in subsequent quarters.deposit balances.

As of March 31,June 30, 2022, liquid assets totaled $5.1$5.5 billion or 25.7%28.0% of total assets, and liquid earning assets totaled $4.9$5.4 billion or 27.7%30.5% of total earning assets. Asset liquidity is also provided by managing loan and securities maturities and cash flows. As of March 31,June 30, 2022, loan payments of approximately $4.3$4.9 billion or 32.2%36.1% of total loans are expected within one year based on contractual terms, adjusted for expected prepayments, and approximately $332.8$320.3 million or 8.3%8.4% of total securities are scheduled to be paid down within one year based on contractual terms, adjusted for expected prepayments.

For additional information and the available balances on various lines of credit, please refer to Note 6 “Borrowings” in Part I, Item 1 of this Quarterly Report. In addition to lines of credit, the Bank may also borrow additional funds by purchasing certificates of deposit through a nationally recognized network of financial institutions. For additional information and outstanding balances on purchased certificates of deposits, please refer to “Deposits” within this Item 2.

Cash Requirements

The Company’s cash requirements, outside of lending transactions, consist primarily of borrowings, debt and capital instruments which are used as part of the Company’s overall liquidity and capital management strategy. Cash required to repay these obligations will be sourced from future debt and capital issuances and from other general liquidity sources as described above under “Liquidity” within this Item 2.

The following table presents the Company’s contractual obligations related to its major cash requirements and the scheduled payments due at the various intervals over the next year and beyond as of March 31,June 30, 2022 (dollars in thousands):

��

Less than

More than

Less than

More than

Total

1 year

1 year

Total

1 year

1 year

Long-term debt (1)

$

250,000

$

-

$

250,000

$

250,000

$

$

250,000

Trust preferred capital notes (1)

155,159

-

155,159

155,159

155,159

Leases (2)

214,071

37,728

176,343

267,166

32,605

234,561

Repurchase agreements

115,027

115,027

-

118,658

118,658

Total contractual obligations

$

734,257

$

152,755

$

581,502

$

790,983

$

151,263

$

639,720

(1)Excludes related unamortized premium/discount and interest payments.
(2)Represents lease payments due on non-cancellable operating leases at March 31,June 30, 2022. Excluded from these tables are variable lease payments or renewals.

For more information pertaining to the previous table, reference Note 5 “Leases” and Note 6 “Borrowings” in Part I, Item 1 of this Quarterly Report.

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Table of Contents

Loan Portfolio

LHFI, net of deferred fees and costs, were $13.5$13.7 billion at March 31,June 30, 2022, and $13.2 billion at December 31, 2021. Commercial & industrial loans and commercial real estate-non-owner occupied loans represented the Company’s largest categories at  March 31,June 30, 2022. Commercial and industrial loans included approximately $66.3$21.7 million and $145.3 million in loans from the PPP loan program as of MarchJune 30, 2022 and December 31, 2022.2021, respectively.

The following table presents the remaining maturities, based on contractual maturity, by loan type and by rate type (variable or fixed), as of March 31,June 30, 2022 (dollars in thousands):

Variable Rate

Fixed Rate

Variable Rate

Fixed Rate

    

Total

    

Less than 1

    

    

    

    

More than

    

    

    

    

More than

    

Total

    

Less than 1

    

    

    

    

More than

    

    

    

    

More than

Maturities

year

Total

1-5 years

5-15 years

15 years

Total

1-5 years

5-15 years

15 years

Maturities

year

Total

1-5 years

5-15 years

15 years

Total

1-5 years

5-15 years

15 years

Construction and Land Development

$

969,059

$

361,917

$

462,982

$

401,318

$

60,399

$

1,265

$

144,160

$

84,211

$

25,101

$

34,848

$

988,379

$

318,369

$

523,512

$

468,177

$

54,113

$

1,222

$

146,498

$

73,700

$

33,611

$

39,187

Commercial Real Estate - Owner Occupied

 

2,007,671

 

185,951

 

645,878

 

120,766

 

506,347

 

18,765

 

1,175,842

 

475,436

 

669,873

 

30,533

 

1,965,702

 

166,915

 

617,084

 

122,906

 

478,475

 

15,703

 

1,181,703

 

491,045

 

660,363

 

30,295

Commercial Real Estate - Non-Owner Occupied

 

3,875,681

 

406,424

 

2,086,321

 

913,994

 

1,154,467

 

17,860

 

1,382,936

 

984,951

 

341,157

 

56,828

 

3,860,819

 

418,158

 

2,055,666

 

919,977

 

1,125,137

 

10,552

 

1,386,995

 

985,214

 

345,039

 

56,742

Multifamily Real Estate

 

723,940

 

70,472

 

427,586

 

107,912

 

319,674

 

 

225,882

 

158,757

 

67,125

 

 

762,502

 

78,845

 

449,209

 

86,166

 

363,043

 

 

234,448

 

172,714

 

61,734

 

Commercial & Industrial

 

2,540,680

 

404,695

 

1,284,023

 

1,072,807

 

204,842

 

6,374

 

851,962

 

530,090

 

311,456

 

10,416

 

2,595,891

 

437,472

 

1,324,374

 

1,141,296

 

176,072

 

7,006

 

834,045

 

512,442

 

313,484

 

8,119

Residential 1-4 Family - Commercial

 

569,801

 

85,334

 

113,904

 

30,156

 

74,497

 

9,251

 

370,563

 

269,226

 

89,083

 

12,254

 

553,771

 

73,273

 

112,680

 

30,333

 

74,298

 

8,049

 

367,818

 

267,766

 

88,560

 

11,492

Residential 1-4 Family - Consumer

 

824,163

 

5,101

 

177,437

 

1,978

 

28,868

 

146,591

 

641,625

 

8,281

 

71,942

 

561,402

 

865,174

 

5,325

 

164,121

 

1,907

 

27,651

 

134,563

 

695,728

 

7,999

 

73,885

 

613,844

Residential 1-4 Family - Revolving

 

568,403

 

32,738

 

480,322

 

33,433

 

135,698

 

311,191

 

55,343

 

2,256

 

16,796

 

36,291

 

583,073

 

28,084

 

481,906

 

31,661

 

135,479

 

314,766

 

73,083

 

3,171

 

23,526

 

46,386

Auto

 

499,855

 

3,061

 

 

 

 

 

496,794

 

189,760

 

307,034

 

 

525,301

 

3,064

 

 

 

 

 

522,237

 

200,474

 

321,763

 

Consumer

 

171,875

 

12,644

 

24,230

 

21,357

 

2,180

 

693

 

135,001

 

56,921

 

52,695

 

25,385

 

180,045

 

14,367

 

26,462

 

23,266

 

2,293

 

903

 

139,216

 

65,669

 

49,203

 

24,344

Other Commercial

 

708,221

 

67,034

 

112,152

 

7,975

 

71,172

 

33,005

 

529,035

 

156,029

 

246,938

 

126,068

 

774,751

 

70,411

 

108,948

 

18,164

 

57,867

 

32,917

 

595,392

 

190,889

 

268,600

 

135,903

Total LHFI

$

13,459,349

$

1,635,371

$

5,814,835

$

2,711,696

$

2,558,144

$

544,995

$

6,009,143

$

2,915,918

$

2,199,200

$

894,025

$

13,655,408

$

1,614,283

$

5,863,962

$

2,843,853

$

2,494,428

$

525,681

$

6,177,163

$

2,971,083

$

2,239,768

$

966,312

The Company remains committed to originating soundly underwritten loans to qualifying borrowers within its markets. As reflected in the loan table, at March 31,June 30, 2022, the largest components of the Company’s loan portfolio consisted of commercial real estate and commercial & industrial loans. The risks attributable to these concentrations are mitigated by the Company’s credit underwriting and monitoring processes, including oversight by a centralized credit administration function and credit policy and risk management committee, as well as seasoned bankers focusing their lending to borrowers with proven track records in markets with which the Company is familiar.

The Company had no short-term loan modifications related to COVID-19 as of March 31,June 30, 2022 and had insignificant short-term loan modifications related to COVID-19 as of December 31, 2021.

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Table of Contents

Asset Quality

Overview

At March 31,June 30, 2022, the Company experienced decreases in NPAs compared to December 31, 2021 and decreases in accruing past due loan levels as a percentage of total LHFI compared to the prior year end.December 31, 2021. Net charge-offs decreased $1.2 million from the prior year and were insignificant for the quartersix months ended March 31, 2022.June 30, 2022 decreased $306,000 compared to the six months ended June 30, 2021. The ACL at June 30, 2022 increased from December 31, 2021 primarily due to increased uncertainty in the macroeconomic outlook and the impact of loan growth in the first quartersix months of 2022.

The Company believes its continued proactive efforts to effectively manage its loan portfolio, combined with the unprecedented government stimulus and programs and regulatory support in 2021 as a result of COVID-19, have contributed to the sustained historically low levels of NPAs. The Company’s efforts included identifying potential problem credits through early identification and diligent monitoring of specific problem credits where the uncertainty has been realized, or conversely, has been reduced or eliminated. The Company continues to refrain from originating or purchasing loans from foreign entities. The Company selectively originates loans to higher risk borrowers. The Company’s loan portfolio generally does not include exposure to option adjustable rate mortgage products, high loan-to-value ratio mortgages, interest only mortgage loans, subprime mortgage loans or mortgage loans with initial teaser rates, which are all considered higher risk instruments.

Nonperforming Assets

At March 31,June 30, 2022, NPAs totaled $30.7$31.1 million, a decrease of $2.1$1.7 million or 6.3%5.1% from December 31, 2021. NPAs as a percentage of total outstanding loans at MJune 30arch 31,, 2022 were 0.23%, a decrease of 2 bps from December 31, 2021.

The following table shows a summary of asset quality balances and related ratios as of and for the quarters ended (dollars in thousands):

    

March 31, 

    

December 31, 

    

 

2022

 

2021

 

Nonaccrual loans

$

29,032

$

31,100

Foreclosed properties

 

1,696

 

1,696

Total NPAs

 

30,728

 

32,796

Loans past due 90 days and accruing interest

 

8,247

 

9,132

Total NPAs and loans past due 90 days and accruing interest

$

38,975

$

41,928

Performing TDRs

$

12,157

$

10,313

Balances

 

  

 

  

Allowance for loan and lease losses

$

102,591

$

99,787

Allowance for credit losses

110,591

107,787

Average loans, net of deferred fees and costs

 

13,300,789

 

13,082,412

Loans, net of deferred fees and costs

 

13,459,349

 

13,195,843

Ratios

 

  

 

  

Nonaccrual loans to total loans

0.22

%  

0.24

%  

NPAs to total loans

 

0.23

%  

 

0.25

%  

NPAs & loans 90 days past due and accruing interest to total loans

 

0.29

%  

 

0.32

%  

NPAs to total loans & foreclosed property

 

0.23

%  

 

0.25

%  

NPAs & loans 90 days past due and accruing interest to total loans & foreclosed property

 

0.29

%  

 

0.32

%  

ALLL to nonaccrual loans

 

353.37

%  

 

320.86

%  

ALLL to nonaccrual loans & loans 90 days past due and accruing interest

 

275.20

%  

 

248.03

%  

ACL to nonaccrual loans

380.93

%  

346.58

%  

    

June 30, 

    

December 31,

    

 

2022

 

2021

 

Nonaccrual loans

$

29,070

$

31,100

Foreclosed properties

 

2,065

 

1,696

Total NPAs

 

31,135

 

32,796

Loans past due 90 days and accruing interest

 

4,592

 

9,132

Total NPAs and loans past due 90 days and accruing interest

$

35,727

$

41,928

Performing TDRs

$

10,662

$

10,313

Balances

 

  

 

  

Allowance for loan and lease losses

$

104,184

$

99,787

Allowance for credit losses

113,184

107,787

Average loans, net of deferred fees and costs

 

13,525,529

 

13,082,412

Loans, net of deferred fees and costs

 

13,655,408

 

13,195,843

Ratios

 

  

 

  

Nonaccrual loans to total loans

0.21

%  

0.24

%  

NPAs to total loans

 

0.23

%  

 

0.25

%  

NPAs & loans 90 days past due and accruing interest to total loans

 

0.26

%  

 

0.32

%  

NPAs to total loans & foreclosed property

 

0.23

%  

 

0.25

%  

NPAs & loans 90 days past due and accruing interest to total loans & foreclosed property

 

0.26

%  

 

0.32

%  

ALLL to nonaccrual loans

 

358.39

%  

 

320.86

%  

ALLL to nonaccrual loans & loans 90 days past due and accruing interest

 

309.50

%  

 

248.03

%  

ACL to nonaccrual loans

389.35

%  

346.58

%  

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Table of Contents

NPAs at March 31,June 30, 2022 included $29.0 million in nonaccrual loans, a net decrease of $2.1$2.0 million or 6.6%6.5% from December 31, 2021. The following table shows the activity in nonaccrual loans for the quarters ended (dollars in thousands):

    

March 31, 

    

December 31, 

2022

 

2021

Beginning Balance

$

31,100

$

35,472

Net customer payments

 

(4,132)

 

(5,068)

Additions

 

2,087

 

1,294

Charge-offs

 

(23)

 

(598)

Ending Balance

$

29,032

$

31,100

    

June 30, 

    

December 31,

2022

 

2021

Beginning Balance

$

29,032

$

35,472

Net customer payments

 

(2,472)

 

(5,068)

Additions

 

3,203

 

1,294

Charge-offs

 

(311)

 

(598)

Transfers to foreclosed property

 

(382)

 

Ending Balance

$

29,070

$

31,100

The following table presents the composition of nonaccrual loans and the coverage ratio, which is the ALLL expressed as a percentage of nonaccrual loans, as of (dollars in thousands):

    

March 31, 

    

December 31, 

 

2022

 

2021

 

Construction and Land Development

$

869

$

2,697

Commercial Real Estate - Owner Occupied

 

4,865

 

5,637

Commercial Real Estate - Non-owner Occupied

 

3,287

 

3,641

Multifamily Real Estate

113

Commercial & Industrial

 

1,975

 

1,647

Residential 1-4 Family - Commercial

 

2,239

 

2,285

Residential 1-4 Family - Consumer

 

12,039

 

11,397

Residential 1-4 Family - Revolving

 

3,371

 

3,406

Auto

 

333

 

223

Consumer

54

54

Total

$

29,032

$

31,100

Coverage Ratio(1)

353.37

%  

320.86

%  

    

June 30, 

    

December 31,

 

2022

 

2021

 

Construction and Land Development

$

581

$

2,697

Commercial Real Estate - Owner Occupied

 

4,996

 

5,637

Commercial Real Estate - Non-owner Occupied

 

3,301

 

3,641

Multifamily Real Estate

113

Commercial & Industrial

 

2,728

 

1,647

Residential 1-4 Family - Commercial

 

2,031

 

2,285

Residential 1-4 Family - Consumer

 

12,084

 

11,397

Residential 1-4 Family - Revolving

 

3,069

 

3,406

Auto

 

279

 

223

Consumer

1

54

Total

$

29,070

$

31,100

Coverage Ratio(1)

358.39

%  

320.86

%  

(1) Represents the ALLL divided by nonaccrual loans.

Past Due Loans

At March 31,June 30, 2022, past due loans still accruing interest totaled $29.6$20.4 million or 0.22%0.15% of total LHFI, compared to $29.9 million or 0.23% of total LHFI at December 31, 2021. Of the total past due loans still accruing interest, $8.2$4.6 million or 0.06%0.03% of total LHFI were past due 90 days or more at March 31,June 30, 2022, compared to $9.1 million or 0.07% of total LHFI at December 31, 2021.

Troubled Debt Restructurings

A modification of a loan’s terms constitutes a TDR if the creditor grants a concession that it would not otherwise consider to the borrower for economic or legal reasons related to the borrower’s financial difficulties. Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, extension of terms that are considered to be below market, conversion to interest only, principal forgiveness and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.

The total recorded investment in TDRs at March 31,both June 30, 2022 was $19.7 million, an increase of $1.7 million or 9.8% from $18.0 million atand December 31, 2021.2021 totaled $18.0 million. Of the $19.7$18.0 million of TDRs at March 31,June 30, 2022, $12.2$10.7 million or 61.7%59.4% were considered performing, while the remaining $7.5$7.3 million were considered nonperforming. Of the $18.0 million of TDRs at December 31, 2021, $10.3 million or 57.4% were considered performing while the remaining $7.6 million were considered nonperforming. Loans are removed from TDR status in accordance with the established policy described in Note 1 “Summary of Significant Accounting Policies” in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2021 Form 10-K.

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Table of Contents

Net Charge-offs

For the quarter ended March 31,June 30, 2022, net charge-offs were $939,000 or 0.03% of total average loans on an annualized basis, compared to net charge-offs of less than 0.01% for the same quarter last year. For the six months ended June 30, 2022, net charge-offs were $935,000 or 0.01% of total average loans on an annualized basis, compared to $1.2 million or 0.03%0.02% for the first quarter of 2021.same period last year. The net charge-offs of loans continue to be insignificant, driven by benign credit impacts since the pandemicCOVID-19 began.

Provision for Credit Losses

The Company recorded a provision for credit losses of $2.8$3.6 million for the quarter ended March 31,June 30, 2022, an increase of $16.4$31.0 million compared to the negative provision for credit losses of $13.6$27.4 million recorded during the same quarter of 2021. The provision for credit losses for the firstsecond quarter of 2022 reflected a provision of $2.8$2.6 million for loan and securities losses and noa $1.0 million provision for unfunded commitments. The Company recorded a provision for credit losses of $6.4 million for the six months ended June 30, 2022, an increase of $47.4 million compared to the negative provision for credit losses of $41.0 million recorded during the same period last year. The provision for credit losses for the six months ended June 30, 2022 reflected a provision of $5.4 million for loan and securities losses and a $1.0 million provision for unfunded commitments. The Company released provisions for loan losses during the three and six month periods ended June 30, 2021 in light of improved economic and market conditions, compared to those that were incorporated into the Company’s ACL and provision for credit losses during 2020.

Allowance for Credit Losses

At March 31,June 30, 2022, the ACL was $110.6$113.2 million and included an ALLL of $102.6$104.2 million and an RUC of $8.0$9.0 million. The ACL increased $2.8$5.4 million from December 31, 2021, primarily due to increased uncertainty in the macroeconomic outlook and the impact of loan growth in the first quartersix months of 2022.

The ACL as a percentage of the total loan portfolio and as a percentage of total adjusted loans(+) wasincreased slightly to 0.83% at June 30, 2021, compared to 0.82% and 0.83%, respectively, at March 31, 2022 and December 31, 2021.

The following table summarizes activity in the ALLL during the quarters ended (dollars in thousands):

    

March 31, 

    

December 31, 

    

2022

 

2021

 

Total ALLL

$

102,591

$

99,787

Total RUC

8,000

8,000

Total ACL

$

110,591

$

107,787

ALLL to total loans

 

0.76

%  

 

0.76

%  

ACL to total loans

0.82

%  

0.82

%  

    

June 30, 

    

December 31,

    

2022

 

2021

 

Total ALLL

$

104,184

$

99,787

Total RUC

9,000

8,000

Total ACL

$

113,184

$

107,787

ALLL to total loans

 

0.76

%  

 

0.76

%  

ACL to total loans

0.83

%  

0.82

%  

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Table of Contents

The following table summarizes the net-charge off activity by segment for the quarters endedperiods indicated (dollars in thousands):

March 31,

March 31,

2022

2021

Commercial

    

Consumer

    

Total

    

Commercial

Consumer

    

Total

Loans charged-off

$

(759)

$

(750)

$

(1,509)

$

(1,974)

$

(1,667)

$

(3,641)

Recoveries

726

787

1,513

1,606

863

2,469

Net charge-offs

$

(33)

$

37

$

4

$

(368)

$

(804)

$

(1,172)

Net charge-offs to average loans(1)

 

0.00

%  

(0.01)

%  

0.00

%  

0.01

%  

 

0.16

%  

 

0.03

%  

Three months ended,

Six months ended,

June 30, 2022

June 30, 2022

Commercial

    

Consumer

    

Total

    

Commercial

Consumer

    

Total

Loans charged-off

$

(1,007)

$

(950)

$

(1,957)

$

(1,766)

$

(1,700)

$

(3,466)

Recoveries

392

626

1,018

1,118

1,413

2,531

Net charge-offs

$

(615)

$

(324)

$

(939)

$

(648)

$

(287)

$

(935)

Net charge-offs to average loans(1)

 

0.02

%  

0.06

%  

0.03

%  

0.01

%  

 

0.03

%  

 

0.01

%  

Three months ended,

Six months ended,

June 30, 2021

June 30, 2021

Commercial

    

Consumer

    

Total

    

Commercial

Consumer

    

Total

Loans charged-off

$

(891)

$

(1,054)

$

(1,945)

$

(2,865)

$

(2,721)

$

(5,586)

Recoveries

1,042

834

1,876

2,648

1,697

4,345

Net charge-offs

$

151

$

(220)

$

(69)

$

(217)

$

(1,024)

$

(1,241)

Net charge-offs to average loans(1)

 

NM

0.04

%  

0.00

%  

0.00

%  

 

0.10

%  

 

0.02

%  

(1) Annualized

The following table shows the ACL by loan segment and the percentage of the loan portfolio that the related ACL covers as of the quarters ended (dollars in thousands):

March 31,

December 31,

2022

2021

Commercial

Consumer

    

Total

    

Commercial

Consumer

    

Total

ACL

$

87,182

$

23,409

$

110,591

$

85,323

$

22,464

$

107,787

Loan %(1)

84.7

%  

15.3

%  

100.0

%  

84.7

%  

15.3

%  

100.0

%  

ACL to total loans

0.77

%  

1.13

%  

0.82

%  

0.76

%  

 

1.11

%  

 

0.82

%  

June 30,

December 31,

2022

2021

Commercial

Consumer

    

Total

    

Commercial

Consumer

    

Total

ACL

$

85,692

$

27,492

$

113,184

$

85,323

$

22,464

$

107,787

Loan %(1)

84.2

%  

15.8

%  

100.0

%  

84.7

%  

15.3

%  

100.0

%  

ACL to total loans

0.75

%  

1.28

%  

0.83

%  

0.76

%  

 

1.11

%  

 

0.82

%  

(1) The percentage represents the loan balance divided by total loans

The increase in the ACL for both loan segments is due to increased uncertainty in the macroeconomic outlook and the impact of loan growth in the first quartersix months of 2022.

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Table of Contents

Deposits

As of March 31,June 30, 2022, total deposits were $16.5$16.1 billion, a decrease of $126.8$482.4 million or 3.1%5.9% annualized from December 31, 2021. Total interest-bearing deposits consist of NOW, money market, savings, and time deposit account balances. Total time deposit balances of $1.7 billion accounted for 15.1%15.8% of total interest-bearing deposits at March 31,June 30, 2022, compared to $1.9 billion and 16.3% at December 31, 2021.

The following table presents the deposit balances by major category as of the quarters ended (dollars in thousands):

March 31, 2022

    

December 31, 2021

 

June 30, 2022

    

December 31, 2021

 

    

    

% of total

    

    

% of total

 

    

    

% of total

    

    

% of total

 

Deposits:

Amount

deposits

Amount

deposits

 

Amount

deposits

Amount

deposits

 

Non-interest bearing

$

5,370,063

 

32.6

%  

$

5,207,324

 

31.3

%

$

5,361,538

 

33.3

%  

$

5,207,324

 

31.3

%

NOW accounts

 

4,121,257

 

25.0

%  

 

4,176,032

 

25.1

%

 

3,943,303

 

24.4

%  

 

4,176,032

 

25.1

%

Money market accounts

 

4,151,155

 

25.2

%  

 

4,249,858

 

25.6

%

 

3,956,050

 

24.6

%  

 

4,249,858

 

25.6

%

Savings accounts

 

1,166,922

 

7.1

%  

 

1,121,297

 

6.8

%

 

1,165,577

 

7.2

%  

 

1,121,297

 

6.8

%

Time deposits of $250,000 and over

 

365,796

 

2.2

%  

 

452,193

 

2.7

%

 

360,158

 

2.2

%  

 

452,193

 

2.7

%

Other time deposits

 

1,309,030

 

7.9

%  

 

1,404,364

 

8.5

%

 

1,342,009

 

8.3

%  

 

1,404,364

 

8.5

%

Total Deposits (1)

$

16,484,223

 

100.0

%  

$

16,611,068

 

100.0

%

$

16,128,635

 

100.0

%  

$

16,611,068

 

100.0

%

(1) Includes uninsured deposits of $5.7$5.6 billion and $5.9 billion as of March 31,June 30, 2022 and December 31, 2021, respectively. Amounts are based on estimated amounts of uninsured deposits as of the reported period.

The Company may also borrow additional funds by purchasing certificates of deposit through a nationally recognized network of financial institutions. The Company utilizes this funding source when rates are more favorable than other funding sources. There were nosources; however, it had reduced the usage of purchased certificates of deposit, included in certificates of deposit on the Company’s Consolidated Balance

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Table of Contents

Sheets as of March 31, 2022 and December 31, 2021. The reduced usage of purchase certificates of deposit as of March 31, 2021 and December 31, 2021, as compared to historical levels, is due to the increase inincreased customer depositsdeposit balances since the beginning of COVID-19. As of June 30, 2022, customer deposits have begun to decline, resulting in the Company purchasing $58.7 million of certificates of deposit. At December 31, 2021 the Company had no purchased certificates of deposit.

Maturities of uninsured time deposits in excess of FDIC limits as of March 31,June 30, 2022 and December 31, 2021 were as follows (dollars in thousands):

March 31, 2022

    

December 31, 2021

    

Amount

Amount

June 30, 2022

December 31, 2021

Within 3 Months

$

19,862

$

42,696

$

18,957

$

42,696

3 - 6 Months

 

68,788

 

30,313

 

50,701

 

30,313

6 - 12 Months

85,752

101,942

47,560

101,942

Over 12 Months

 

39,191

 

104,242

 

90,690

 

104,242

Total

$

213,593

$

279,193

$

207,908

$

279,193

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Table of Contents

Capital Resources

Capital resources represent funds, earned or obtained, over which financial institutions can exercise greater or longer control in comparison with deposits and borrowed funds. The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to size, composition, and quality of the Company’s resources and consistency with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses, yet allow management to effectively leverage its capital to maximize return to shareholders.

On December 10, 2021, the Company’s Board of Directors authorized the Repurchase Program to purchase up to $100.0 million of the Company’s common stock through December 9, 2022 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and /or Rule 10b-18 under the Exchange Act. DuringAs part of the quarter ended March 31, 2022, the Company repurchased an aggregate ofRepurchase Program, approximately 630,0001.3 million shares (or $25.0$48.2 million), at an average price of $39.73. No shares were repurchased during the six months ended June 30, 2022, and of these shares, approximately 649,000 shares (or $23.2 million) were repurchased during the second quarter ended December 31, 2021.of 2022. Approximately $51.8 million of share repurchases remain available under the Repurchase Program at June 30, 2022.

For information about the Company’s stock repurchase activity and the Repurchase Program, please refer to Note 9 “Stockholders’ Equity” in Part I, Item 1 and Part II, Item 2 of this Quarterly Report.

On January 28, 2022, the Company announced that its Board of Directors declared a quarterly dividend on the outstanding shares of its Series A preferred stock. The dividend of $171.88 per share (equivalent to $0.43 per outstanding depositary share) was payable on March 1, 2022 to preferred shareholders of record as of February 14, 2022. The Board also declared a quarterly dividend of $0.28 per share of common stock. The common stock dividend was payable on February 25, 2022 to common shareholders on record as of February 11, 2022.

The Federal Reserve requires the Company and the Bank to comply with the following minimum capital ratios: (i) a common equity Tier 1 capital ratio of 7.0% of risk-weighted assets; (ii) a Tier 1 capital ratio of 8.5% of risk-weighted assets; (iii) a total capital ratio of 10.5% of risk-weighted assets; and (iv) a leverage ratio of 4.0% of total assets. These ratios, with the exception of the leverage ratio, include a 2.5% capital conservation buffer, which is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

On March 27, 2020, the banking agencies issued an interim final rule that allows the Company to phase in the impact of adopting the CECL methodology up to two years, with a three-year transition period to phase out the cumulative benefit to regulatory capital provided during the two-year delay.  The Company is allowed to include the impact of the CECL transition, which is defined as the CECL Day 1 impact to capital plus 25% of the Company’s provision for credit losses during 2020, in regulatory capital through 2021.  The Company elected to phase-in the regulatory capital impact as permitted under the aforementioned interim final rule. Beginning in 2022, the transition amount will beginbegan to impact regulatory capital by phasing it in over a three-year period ending in 2024.

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Table of Contents

The table summarizes the Company’s regulatory capital and related ratios for the periods presented (2) (dollars in thousands):

March 31, 

December 31, 

March 31, 

June 30, 

December 31, 

June 30, 

2022

2021

2021

2022

2021

2021

Common equity Tier 1 capital

$ 1,557,135

$ 1,569,752

$ 1,547,675

$ 1,592,401

$ 1,569,752

$ 1,574,570

Tier 1 capital

1,723,491

1,736,108

1,714,031

1,758,758

1,736,108

1,740,926

Tier 2 capital

454,002

437,435

374,101

456,853

437,435

354,132

Total risk-based capital

2,177,493

2,173,543

2,088,132

2,215,611

2,173,543

2,095,059

Risk-weighted assets

15,795,239

15,336,432

14,651,486

15,995,009

15,336,432

14,913,244

Capital ratios:

Common equity Tier 1 capital ratio

9.86%

10.24%

10.56%

9.96%

10.24%

10.56%

Tier 1 capital ratio

10.91%

11.32%

11.70%

11.00%

11.32%

11.67%

Total capital ratio

13.79%

14.17%

14.25%

13.85%

14.17%

14.05%

Leverage ratio (Tier 1 capital to average assets)

9.08%

9.01%

9.18%

9.26%

9.01%

9.20%

Capital conservation buffer ratio (1)

4.91%

5.32%

5.70%

5.00%

5.32%

5.67%

Common equity to total assets

11.79%

12.68%

12.81%

11.32%

12.68%

12.91%

Tangible common equity to tangible assets (+)

7.21%

8.20%

8.24%

6.78%

8.20%

8.40%

(1) Calculated by subtracting the regulatory minimum capital ratio requirements from the Company’s actual ratio results for Common equity, Tier 1, and Total risk based capital. The lowest of the three measures represents the Company’s capital conservation buffer ratio.

(2) All ratios and amounts at March 31,June 30, 2022 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

(+) Refer to “Non-GAAP Financial Measures” section within this Item 2 for more information about this non-GAAP financial measure, including a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with GAAP.

For the quarter ended March 31, 2022, the Company’s common equity to total assets capital ratio and the tangible common equity to tangible assets capital ratio decreased from the prior quarter primarily due to the unrealized losses on the AFS securities portfolio recorded in OCI due to market interest rate increases in the first quarter of 2022.

NON-GAAP FINANCIAL MEASURES

In this Quarterly Report, the Company has provided supplemental performance measures on a tax-equivalent, tangible, operating, adjusted or pre-tax pre-provision basis. These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in the Company’s underlying performance.

Net interest income (FTE), total revenue (FTE) and total adjusted revenue (FTE), which areis used in computing net interest margin (FTE) and adjusted operating efficiency ratio (FTE), respectively, provideprovides valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in the tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing the yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components.

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Table of Contents

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

Three Months Ended

 

Three Months Ended

 

Six Months Ended

 

March 31, 

 

June 30, 

 

June 30, 

 

    

2022

    

2021

 

    

2022

    

2021

 

    

2022

    

2021

 

Interest Income (FTE)

Interest and dividend income (GAAP)

$

138,456

$

147,673

$

148,755

$

150,852

$

287,212

$

298,525

FTE adjustment

 

3,336

 

3,053

 

3,577

 

3,144

 

6,912

 

6,197

Interest and dividend income FTE (non-GAAP)

$

141,792

$

150,726

Interest and dividend income (FTE) (non-GAAP)

$

152,332

$

153,996

$

294,124

$

304,722

Average earning assets

$

17,885,018

$

17,692,095

$

17,646,470

$

17,868,938

$

17,765,085

$

17,781,005

Yield on interest-earning assets (GAAP)

 

3.14

%  

 

3.39

%

 

3.38

%  

 

3.39

%

 

3.26

%  

 

3.39

%

Yield on interest-earning assets (FTE) (non-GAAP)

 

3.22

%  

 

3.46

%

 

3.46

%  

 

3.46

%

 

3.34

%  

 

3.46

%

Net Interest Income (FTE)

 

  

 

  

 

  

 

  

 

  

 

  

Net interest income (GAAP)

$

130,931

$

134,898

$

138,767

$

140,548

$

269,698

$

275,446

FTE adjustment

 

3,336

 

3,053

 

3,577

 

3,144

 

6,912

 

6,197

Net interest income (FTE) (non-GAAP)

$

134,267

$

137,951

$

142,344

$

143,692

$

276,610

$

281,643

Noninterest income (GAAP)

30,153

30,985

38,286

28,466

68,439

59,451

Total revenue (FTE) (non-GAAP)

$

164,420

$

168,936

$

180,630

$

172,158

$

345,049

$

341,094

Average earning assets

$

17,885,018

$

17,692,095

$

17,646,470

$

17,868,938

$

17,765,085

$

17,781,005

Net interest margin (GAAP)

 

2.97

%  

 

3.09

%

 

3.15

%  

 

3.15

%

 

3.06

%  

 

3.12

%

Net interest margin (FTE) (non-GAAP)

 

3.04

%  

 

3.16

%

 

3.24

%  

 

3.23

%

 

3.14

%  

 

3.19

%

The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies. Tangible common equity is used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible common equity and related ratios are meaningful measures of capital adequacy because they provide a meaningful basis for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses.

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

Three Months Ended

Three Months Ended

March 31, 

December 31, 

March 31, 

June 30, 

December 31, 

June 30, 

    

2022

    

2021

    

2021

    

    

2022

    

2021

    

2021

    

Tangible Assets

 

  

 

  

 

  

 

  

 

  

 

  

Ending Assets (GAAP)

$

19,782,430

$

20,064,796

$

19,854,612

$

19,661,799

$

20,064,796

$

19,989,356

Less: Ending goodwill

 

935,560

 

935,560

 

935,560

 

925,211

 

935,560

 

935,560

Less: Ending amortizable intangibles

 

40,273

 

43,312

 

53,471

 

31,621

 

43,312

 

49,917

Ending tangible assets (non-GAAP)

$

18,806,597

$

19,085,924

$

18,865,581

$

18,704,967

$

19,085,924

$

19,003,879

Tangible Common Equity

 

  

 

  

 

  

 

  

 

  

 

  

Ending Equity (GAAP)

$

2,498,335

$

2,710,071

$

2,709,732

$

2,391,476

$

2,710,071

$

2,747,597

Less: Ending goodwill

 

935,560

 

935,560

 

935,560

 

925,211

 

935,560

 

935,560

Less: Ending amortizable intangibles

 

40,273

 

43,312

 

53,471

 

31,621

 

43,312

 

49,917

Less: Perpetual preferred stock

166,357

166,357

166,357

166,357

166,357

166,357

Ending tangible common equity (non-GAAP)

$

1,356,145

$

1,564,842

$

1,554,344

$

1,268,287

$

1,564,842

$

1,595,763

Average equity (GAAP)

$

2,660,984

$

2,715,610

$

2,719,941

$

2,445,045

$

2,715,610

$

2,747,864

Less: Average goodwill

 

935,560

 

935,560

 

935,560

 

935,446

 

935,560

 

935,560

Less: Average amortizable intangibles

 

41,743

 

44,866

 

55,450

 

38,707

 

44,866

 

51,637

Less: Average perpetual preferred stock

166,356

166,356

166,356

166,356

166,356

166,356

Average tangible common equity (non-GAAP)

$

1,517,325

$

1,568,828

$

1,562,575

$

1,304,536

$

1,568,828

$

1,594,311

Common equity to total assets (GAAP)

11.79

%  

12.68

%  

12.81

%  

11.32

%  

12.68

%  

12.91

%  

Tangible common equity to tangible assets (non-GAAP)

 

7.21

%

 

8.20

%

 

8.24

%

 

6.78

%

 

8.20

%

 

8.40

%

Book value per share (GAAP)

$

31.12

$

33.80

$

32.37

$

29.95

$

33.80

$

33.30

Tangible book value per share (non-GAAP)

$

18.10

$

20.79

$

19.78

Adjusted operating measures exclude the losses related to balance sheet repositioning (principally composed of losses on debt extinguishment), gains or losses on sale of securities, gain on the sale of DHFB, as well as branch closing and facility consolidation costs (principally composed of real estate, leases and other assets write downs, as well as severance associated with branch closing and corporate expense reduction initiatives). The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the organization’s operations. Prior periods in this Quarterly Report have been adjusted for previously announced branch closing and corporate expense reduction initiatives.

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Table of Contents

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands, except per share amounts):

Three Months Ended

 

Three Months Ended

 

Six Months Ended

 

March 31, 

 

June 30, 

 

June 30, 

 

    

2022

    

2021

 

    

2022

    

2021

 

    

2022

    

2021

 

Adjusted Operating Earnings & EPS

Net income (GAAP)

$

43,690

$

56,189

$

62,226

$

85,384

$

105,916

$

141,573

Plus: Net loss related to balance sheet repositioning, net of tax

11,609

11,609

Less: Gain on sale of securities, net of tax

62

Less: Gain on Visa, Inc. Class B common stock, net of tax

Less: (Loss) gain on sale of securities, net of tax

(2)

(2)

62

Less: Gain on sale of DHFB, net of tax

7,984

7,984

Plus: Branch closing and facility consolidation costs, net of tax

4,351

730

(17)

4,351

713

Adjusted operating earnings (non-GAAP)

$

48,041

$

68,466

$

54,244

$

85,367

$

102,285

$

153,833

Less: Dividends on preferred stock

2,967

2,967

2,967

2,967

5,934

5,934

Adjusted operating earnings available to common shareholders (non-GAAP)

$

45,074

$

65,499

$

51,277

$

82,400

$

96,351

$

147,899

Weighted average common shares outstanding, diluted

 

75,556,127

 

78,884,235

 

74,849,871

 

78,843,724

 

75,201,326

 

78,863,859

Earnings per common share, diluted (GAAP)

$

0.54

$

0.67

$

0.79

$

1.05

$

1.33

$

1.72

Adjusted operating earnings per common share, diluted (non-GAAP)

$

0.60

$

0.83

$

0.69

$

1.05

$

1.28

$

1.88

Adjusted operating measures exclude the amortization of intangible assets and theintangibles, losses related to balance sheet repositioning principally(principally composed of losses on debt extinguishment andextinguishment), gains or losses on sale of securities.securities, as well as branch closing and facility consolidation costs (principally composed of real estate, leases and other assets write downs, as well as severance associated with branch closing and corporate expense reduction initiatives). The Company believes this adjusted measure provides investors with important information about the combinedcontinuing economic results of the organization’s operations. The adjusted operating efficiency ratio (FTE) excludes the amortization of intangible assets and losses related to balance sheet repositioning (principally composed of losses on debt extinguishment), as well as branch closing and facility consolidation costs. This measure is similar to the measure utilized by the Company when analyzing corporate performance and is also similar to the measure utilized for incentive compensation. Net interest income (FTE) and total adjusted revenue (FTE), which areis used in computing net interest margin (FTE) and adjusted operating efficiency ratio (FTE), respectively, provideprovides valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios areis not affected by the FTE components.

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

Three Months Ended

 

Three Months Ended

 

Six Months Ended

 

March 31, 

 

June 30, 

 

June 30, 

 

    

2022

    

2021

 

    

2022

    

2021

 

    

2022

    

2021

 

Adjusted Operating Noninterest Expense, Noninterest Income & Efficiency Ratio

Adjusted Operating Noninterest Expense & Noninterest Income

Noninterest expense (GAAP)

$

105,321

$

111,937

$

98,768

$

91,971

$

204,089

$

203,908

Less: Amortization of intangible assets

 

3,039

 

3,730

 

2,915

 

3,568

 

5,954

 

7,298

Less: Losses related to balance sheet repositioning

14,695

14,695

Less: Branch closing and facility consolidation costs

5,508

924

(22)

5,508

902

Adjusted operating noninterest expense (non-GAAP)

$

96,774

$

92,588

$

95,853

$

88,425

$

192,627

$

181,013

Noninterest income (GAAP)

$

30,153

$

30,985

$

38,286

$

28,466

$

68,439

$

59,451

Less: Gains on sale of securities

78

Less: (Loss) gain on sale of securities

(2)

(2)

78

Less: Gain on sale of DHFB

9,082

9,082

Adjusted operating noninterest income (non-GAAP)

$

30,153

$

30,907

$

29,206

$

28,466

$

59,359

$

59,373

Net interest income (FTE) (non-GAAP)

$

134,267

$

137,951

Adjusted operating noninterest income (non-GAAP)

30,153

30,907

Total adjusted revenue (FTE)(non-GAAP)

$

164,420

$

168,858

Efficiency ratio (GAAP)

 

65.38

%  

 

67.48

%

Adjusted operating efficiency ratio (FTE) (non-GAAP)

 

58.86

%  

 

54.83

%

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PPP adjustment impact excludes the unforgiven portion of PPP loans. The Company believes LHFI (net of deferred fees and costs), excluding PPP is useful to investors as it provides more clarity on the Company’s organic growth.

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

Three Months Ended

Three Months Ended

Six Months Ended

March 31,

December 31,

March 31,

June 30,

December 31,

June 30,

June 30, 

June 30, 

2022

2021

2021

2022

2021

2021

2022

2021

Adjusted Loans

Loans held for investment (net of deferred fees and costs)(GAAP)

$

13,459,349

$

13,195,843

$

14,272,280

$

13,655,408

$

13,195,843

$

13,697,929

$

13,655,408

$

13,697,929

Less: PPP adjustments (net of deferred fees and costs)

67,444

150,363

1,512,714

21,749

150,363

859,386

21,749

859,386

Total adjusted loans (non-GAAP)

$

13,391,905

$

13,045,480

$

12,759,566

$

13,633,659

$

13,045,480

$

12,838,543

$

13,633,659

$

12,838,543

Average loans held for investment (net of deferred fees and costs) (GAAP)

$

13,300,789

$

13,082,412

$

14,064,123

$

13,525,529

$

13,082,412

$

13,971,939

$

13,413,780

$

14,017,777

Less: Average PPP adjustments (net of deferred fees and costs)

103,041

288,204

1,309,326

43,391

288,204

1,187,641

73,052

1,248,147

Total adjusted average loans (non-GAAP)

$

13,197,748

$

12,794,208

$

12,754,797

$

13,482,138

$

12,794,208

$

12,784,298

$

13,340,728

$

12,769,630

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. The Company’s market risk is composed primarily of interest rate risk. The ALCO of the Company is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to this risk. The Company’s Board of Directors reviews and approves the guidelines established by ALCO.

Interest rate risk is monitored through the use of three complementary modeling tools: static gap analysis, earnings simulation modeling, and economic value simulation (net present value estimation). Each of these models measures changes in a variety of interest rate scenarios. While each of the interest rate risk models has limitations, taken together they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Company, the distribution of risk along the yield curve, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships. Static gap, which measures aggregate re-pricing values, is less utilized because it does not effectively measure the options risk impact on the Company and is not addressed here. Earnings simulation and economic value models, which more effectively measure the cash flow and optionality impacts, are utilized by management on a regular basis and are explained below.

The Company determines the overall magnitude of interest sensitivity risk and then formulates policies and practices governing asset generation and pricing, funding sources and pricing, and off-balance sheet commitments. These decisions are based on management’s expectations regarding future interest rate movements, the states of the national, regional and local economies, and other financial and business risk factors. The Company uses simulation modeling to measure and monitor the effect of various interest rate scenarios and business strategies on net interest income. This modeling reflects interest rate changes and the related impact on net interest income and net income over specified time horizons.

Earnings Simulation Analysis

Management uses simulation analysis to measure the sensitivity of net interest income to changes in interest rates. The model calculates an earnings estimate based on current and projected balances and rates. This method is subject to the accuracy of the assumptions that underlie the process, but it provides a better analysis of the sensitivity of earnings to changes in interest rates than other analyses, such as the static gap analysis discussed above.

Assumptions used in the model are derived from historical trends and management’s outlook and include loan and deposit growth rates and projected yields and rates. These assumptions may not materialize and unanticipated events and circumstances may occur. The model also does not take into account any future actions of management to mitigate the impact of interest rate changes. Such assumptions are monitored by management and periodically adjusted as appropriate. All maturities, calls, and prepayments in the securities portfolio are assumed to be reinvested in like instruments. MBS prepayment assumptions are based on industry estimates of prepayment speeds for portfolios with similar coupon ranges and seasoning.

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Different interest rate scenarios and yield curves are used to measure the sensitivity of earnings to changing interest rates.

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Interest rates on different asset and liability accounts move differently when the prime rate changes and are reflected in the different rate scenarios.

The Company uses its simulation model to estimate earnings in rate environments where rates are instantaneously shocked up or down around a “most likely” rate scenario, based on implied forward rates and futures curves. The analysis assesses the impact on net interest income over a 12-month time horizon after an immediate increase or “shock” in rates, of 100 bps up to 300 bps. The model, under all scenarios, does not drop the index below zero.

The following table represents the interest rate sensitivity on net interest income for the Company across the rate paths modeled for balances as of March 31,June 30, 2022, December 31, 2021, and March 31,June 30, 2021:

Change In Net Interest Income

Change In Net Interest Income

March 31, 

December 31, 

March 31, 

June 30, 

December 31, 

June 30, 

2022

2021

2021

2022

2021

2021

    

%

    

%

    

%

    

    

%

    

%

    

%

    

Change in Yield Curve:

 

  

 

  

  

 

 

  

 

  

  

 

+300 basis points

 

15.55

 

30.15

14.71

 

19.04

 

30.15

20.74

+200 basis points

 

10.42

 

20.39

9.80

 

12.81

 

20.39

13.82

+100 basis points

 

5.36

 

10.33

4.76

 

6.54

 

10.33

6.81

Most likely rate scenario

 

 

 

 

-100 basis points

 

(7.40)

 

(9.20)

(3.92)

 

(7.33)

 

(9.20)

(4.58)

-200 basis points

 

(14.17)

 

(13.62)

(5.02)

 

(16.45)

 

(13.62)

(5.48)

Asset sensitivity indicates that in a rising interest rate environment, the Company’s net interest income would increase and in a decreasing interest rate environment, the Company’s net interest income would decrease. Liability sensitivity indicates that in a rising interest rate environment, the Company’s net interest income would decrease and in a decreasing interest rate environment, the Company’s net interest income would increase.

From a net interest income perspective, the Company was moregenerally less asset sensitive as of March 31,June 30, 2022, compared to its position as of March 31,June 30, 2021. This shift is in part due to the changing market characteristics of certain loan and deposit products and in part due to various other balance sheet strategies. The Company would expect net interest income to increase with an immediate increase or shock in market rates. In the decreasing interest rate environments, the Company would expect a decline in net interest income as interest-earning assets re-price at lower rates and interest-bearing deposits remain at or near their floors.

Economic Value Simulation

Economic value simulation is used to calculate the estimated fair value of assets and liabilities over different interest rate environments. Economic values are calculated based on discounted cash flow analysis. The net economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in net economic value over different rate environments is an indication of the longer-term earnings capability of the balance sheet. The same assumptions are used in the economic value simulation as in the earnings simulation. The economic value simulation uses instantaneous rate shocks to the balance sheet.

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The following chart reflects the estimated change in net economic value over different rate environments using economic value simulation for the balances at the quarterly periods ended March 31,June 30, 2022, December 31, 2021, and March 31,June 30, 2021:

Change In Economic Value of Equity

Change In Economic Value of Equity

March 31, 

December 31, 

March 31, 

June 30, 

December 31, 

June 30, 

2022

2021

2021

2022

2021

2021

    

%

    

%

    

%

    

    

%

    

%

    

%

    

Change in Yield Curve:

 

  

  

  

 

  

  

  

+300 basis points

 

(9.59)

(6.85)

5.79

 

(8.07)

(6.85)

3.06

+200 basis points

 

(6.16)

(3.55)

4.58

 

(5.43)

(3.55)

2.77

+100 basis points

 

(2.90)

(1.22)

2.86

 

(2.07)

(1.22)

2.03

Most likely rate scenario

 

-

 

-100 basis points

 

0.56

(4.82)

(5.62)

 

0.97

(4.82)

(3.84)

-200 basis points

 

(3.93)

(12.89)

(7.29)

 

(2.45)

(12.89)

(4.12)

As of March 31,June 30, 2022, the Company’s economic value of equity is generally less asset sensitive in a rising interest rate environment compared to its position as of March 31,June 30, 2021 primarily due to the composition of the Consolidated Balance Sheets and due in part to the pricing characteristics and assumptions of certain deposits.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31,June 30, 2022. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31,June 30, 2022, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

Management has taken measures to maintain the internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31,June 30, 2022. There have been no changes during the quarter ended March 31,June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business or the financial condition or results of operations of the Company, subject to the potential outcomes of previously disclosed proceedings. There have been no material changes with respect to the Company’s previously disclosed proceedings.

ITEM 1A – RISK FACTORS

During the quarter ended March 31,June 30, 2022, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A. “Risk Factors” in the Company’s 2021 Annual Report.

An investment in the Company’s securities involves risks. In addition to the other information set forth in this Quarterly Report, including the information addressed under “Forward-Looking Statements,” investors in the Company’s securities should carefully consider the factors discussed in the Company’s 2021 Annual Report. These factors could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations, and capital position and could cause the Company’s actual results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report, in which case the trading price of the Company’s securities could decline.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Sales of Unregistered Securities – None

(b) Use of Proceeds – Not Applicable.

(c) Issuer Purchases of Securities 

Stock Repurchase Program; Other Repurchases

On May 4, 2021, the Company’s Board of Directors authorized a share repurchase program to purchase up to $125 million worth of the Company’s common stock through June 30, 2022 in open market transactions or privately negotiated transactions, which was fully utilized as of September 30, 2021. The Company repurchased an aggregate of approximately 3.4 million shares, at an average price of $36.99 per share, pursuant to this program.

On December 10, 2021, the Company’s Board of Directors authorized a new share repurchase program (the “Repurchase Program”) to purchase up to $100.0 million of the Company’s common stock through December 9, 2022 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and /or Rule 10b-18 under the Exchange Act. The Repurchase Program permits management to repurchase shares of the Company’s common stock from time to time at management’s discretion. The actual means and timing of any shares purchased under the Repurchase Program will depend on a variety of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal and regulatory requirements. The Repurchase Program does not obligate the Company to purchase any particular number of shares.

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The following information describes the Company’s common stock repurchases for the three months ended March 31,June 30, 2022:

Period

Total number of shares purchased(1)

Average price paid per share ($)(2)

Total number of shares purchased as part of publicly announced plans or programs

Approximate dollar value of shares that may yet be purchased under the plans or programs ($)(2)

Total number of shares purchased(1)

Average price paid per share ($)(2)

Total number of shares purchased as part of publicly announced plans or programs

Approximate dollar value of shares that may yet be purchased under the plans or programs ($)(2)

January 1 - January 31, 2022

169,879

39.53

156,303

93,838,742

February 1 - February 28, 2022

245,758

40.31

199,383

85,816,177

March 1 - March 31, 2022

277,980

39.53

274,005

74,981,173

April 1 - April 30, 2022

450,774

36.26

449,275

58,689,927

May 1 - May 31, 2022

201,046

34.62

199,933

51,767,233

June 1 - June 30, 2022

6,732

33.92

51,767,233

Total

693,617

39.80

629,691

658,552

35.74

649,208

_________________________________________

(1) For the three months ended March 31,June 30, 2022, 63,9269,344 shares were withheld upon vesting of restricted shares granted to employees of the Company in order to satisfy tax withholding obligations.

(2) These amounts include fees and commissions associated with the shares repurchased.

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ITEM 6 – EXHIBITS

The following exhibits are filed as part of this Quarterly Report and this list includes the Exhibit Index:

Exhibit No.

    

Description

2.1

Agreement and Plan of Reorganization, dated as of May 19, 2017, by and between Union Bankshares Corporation and Xenith Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on May 23, 2017).

2.2

Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, by and between Union Bankshares Corporation and Access National Corporation (incorporated by reference to Annex A to Form S-4/A Registration Statement filed on December 10, 2018; SEC file no. 333-228455).

3.1

Amended and Restated Articles of Incorporation of Atlantic Union Bankshares Corporation, effective May 7, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on May 7, 2020).

3.1.1

Articles of Amendment designating the 6.875% Perpetual Non-Cumulative Preferred Stock, Series A, effective June 9, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 9, 2020).

3.2

Amended and Restated Bylaws of Atlantic Union Bankshares Corporation, effective as of December 5, 2019 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K filed on February 25, 2020).

10.1

Amended and Restated Management Continuity Agreement between Atlantic Union Bankshares Corporation, Atlantic Union Bank and Robert M. Gorman, dated January 14, 2022 (incorporated by reference to Exhibit 10.1 to Annual Report on Form 10-K filed February 25, 2022).

10.2

Amended and Restated Employment Agreement by and between Atlantic Union Bankshares Corporation, Atlantic Union Bank and Robert M. Gorman, dated January 14, 2022 (incorporated by reference to Exhibit 10.2 to Annual Report on Form 10-K filed February 25, 2022).

10.9

Amended and Restated Employment Agreement by and between Atlantic Union Bankshares Corporation, Atlantic Union Bank and John C. Asbury, dated January 14, 2022 (incorporated by reference to Exhibit 10.9 to Annual Report on Form 10-K filed February 25, 2022).

10.10

Amended and Restated Management Continuity Agreement by and between Atlantic Union Bankshares Corporation, Atlantic Union Bank and John C. Asbury, dated January 14, 2022 (incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-K filed February 25, 2022).

10.25

Employment Agreement by and between Atlantic Union Bankshares Corporation, Atlantic Union Bank and Maria Tedesco, dated January 14, 2022 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 18, 2022).

10.26

Management Continuity Agreement by and between Atlantic Union Bankshares Corporation, Atlantic Union Bank and Maria Tedesco, dated January 14, 2022 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on January 18, 2022).

10.27

Form of Performance Share Unit Agreement under Atlantic Union Bankshares Corporation Stock and Incentive Plan (for awards on or after February 24, 2022) (incorporated by reference to Exhibit 10.27 to Annual Report on Form 10-K filed February 25, 2022).

10.28

Form of Time-Based Restricted Stock Agreement under Atlantic Union Bankshares Corporation Stock and Incentive Plan (for awards on or after February 24, 2022) (incorporated by reference to Exhibit 10.28 to Annual Report on Form 10-K filed February 25, 2022).

15.1

Letter regarding unaudited interim financial information.

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

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

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32.1

Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Interactive data files formatted in Inline eXtensible Business Reporting Language for the quarter ended March 31,June 30, 2022 pursuant to Rule 405 of Regulation S-T (1): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Changes in Stockholders’ Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited).

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,June 30, 2022, formatted in Inline eXtensible Business Reporting Language (included with Exhibit 101).

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SIGNATURES

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

Atlantic Union Bankshares Corporation

(Registrant)

Date: May 5,August 4, 2022

By:

/s/ John C. Asbury

John C. Asbury,

President and Chief Executive Officer

(principal executive officer)

Date: May 5,August 4, 2022

By:

/s/ Robert M. Gorman

Robert M. Gorman,

Executive Vice President and Chief Financial Officer

(principal financial and accounting officer)

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