UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June 30, 2023~~March 31, 2024


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

For the transition period from _______ to _______

Commission File Number 001-36722

TRIUMPH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Texas						20-0477066
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(Address of principal executive offices)

(214) 365-6900

(Registrant’s telephone number, including area code)

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

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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	x	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 o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock — $0.01 par value, ~~23,275,655~~23,334,719 shares, as of ~~July 17, 2023.~~April 15, 2024.

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 $0.01 per share

TFIN

NASDAQ Global Select Market

Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share

TFINP

NASDAQ Global Select Market

Table of Contents

TRIUMPH FINANCIAL, INC.

FORM 10-Q

~~June 30, 2023~~March 31, 2024

TABLE OF CONTENTS

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023

(Dollar amounts in thousands)


			June 30, 2023		December 31, 2022
			(Unaudited)
		March 31, 2024						March 31, 2024	December 31, 2023
		(Unaudited)
ASSETS	ASSETS
ASSETS
ASSETS
Cash and due from banks
Cash and due from banks
Cash and due from banks	Cash and due from banks		$	78,270	$	133,889
Interest bearing deposits with other banks	Interest bearing deposits with other banks		339,105		274,293
Total cash and cash equivalents	Total cash and cash equivalents		417,375		408,182
Securities - equity investments with readily determinable fair values	Securities - equity investments with readily determinable fair values		4,426		5,191
Securities - available for sale	Securities - available for sale		303,779		254,504
Securities - held to maturity, net of allowance for credit losses of $2,876 and $2,444, respectively, fair value of $4,750 and $5,476, respectively			3,380		4,077
Securities - held to maturity, net of allowance for credit losses of $3,135 and $3,190, respectively, fair value of $3,750 and $4,015, respectively
Loans held for sale	Loans held for sale		95		5,641
Loans, net of allowance for credit losses of $34,970 and $42,807, respectively			4,289,788		4,077,484
Loans, net of allowance for credit losses of $38,232 and $35,219, respectively
Federal Home Loan Bank and other restricted stock	Federal Home Loan Bank and other restricted stock		20,099		6,252
Premises and equipment, net	Premises and equipment, net		114,673		103,339

Capitalized software, net
Other real estate owned, net
Goodwill	Goodwill		233,709		233,709
Intangible assets, net	Intangible assets, net		29,249		32,058
Bank-owned life insurance	Bank-owned life insurance		41,702		41,493
Deferred tax asset, net	Deferred tax asset, net		7,306		16,473
Other assets	Other assets		187,140		145,380
Total assets	Total assets		$	5,652,721	$	5,333,783
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities	Liabilities
Liabilities
Liabilities
Deposits	Deposits
Deposits
Deposits
Noninterest bearing
Noninterest bearing
Noninterest bearing	Noninterest bearing		$	1,608,411	$	1,756,680
Interest bearing	Interest bearing		2,685,055		2,414,656
Total deposits	Total deposits		4,293,466		4,171,336
Customer repurchase agreements			—		340
Federal Home Loan Bank advances	Federal Home Loan Bank advances		280,000		30,000
Subordinated notes	Subordinated notes		108,234		107,800
Junior subordinated debentures	Junior subordinated debentures		41,444		41,158
Other liabilities	Other liabilities		96,111		94,178
Total liabilities	Total liabilities		4,819,255		4,444,812
Commitments and contingencies - See Note 8 and Note 9
Stockholders' equity - See Note 12
Commitments and contingencies - See Note 6 and Note 7							Commitments and contingencies - See Note 6 and Note 7
Stockholders' equity - See Note 10
Preferred stock	Preferred stock		45,000		45,000
Common stock, 23,269,885 and 24,053,585 shares outstanding, respectively			289		283
Preferred stock
Preferred stock
Common stock, 23,334,997 and 23,302,414 shares outstanding, respectively
Additional paid-in-capital	Additional paid-in-capital		542,565		534,790
Treasury stock, at cost	Treasury stock, at cost		(264,916)		(182,658)
Retained earnings	Retained earnings		515,513		498,456
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)		(4,985)		(6,900)
Total stockholders’ equity	Total stockholders’ equity		833,466		888,971
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity		$	5,652,721	$	5,333,783

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~

(Dollar amounts in thousands, except per share amounts)

(Unaudited)


		Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Interest and dividend income:	Interest and dividend income:
Loans, including fees
Loans, including fees
Loans, including fees	Loans, including fees	$	57,258	$	44,131		$	109,796	$	84,978
Factored receivables, including fees	Factored receivables, including fees	39,819		60,026			80,723		121,232
Securities	Securities	5,234		1,329			9,347		2,507
FHLB and other restricted stock	FHLB and other restricted stock	219		34			344		110
Cash deposits	Cash deposits	2,956		787			5,950		915
Total interest income	Total interest income	105,486		106,307			206,160		209,742
Interest expense:	Interest expense:
Deposits
Deposits
Deposits	Deposits	6,877		2,706			10,079		4,267
Subordinated notes	Subordinated notes	1,312		1,302			2,621		2,601
Junior subordinated debentures	Junior subordinated debentures	1,090		556			2,124		1,010
Other borrowings	Other borrowings	4,756		315			6,503		357
Total interest expense	Total interest expense	14,035		4,879			21,327		8,235
Net interest income	Net interest income	91,451		101,428			184,833		201,507
Credit loss expense (benefit)	Credit loss expense (benefit)	2,643		2,901			5,256		3,402
Net interest income after credit loss expense (benefit)	Net interest income after credit loss expense (benefit)	88,808		98,527			179,577		198,105
Noninterest income:	Noninterest income:
Service charges on deposits	Service charges on deposits	1,769		1,664			3,482		3,627
Service charges on deposits
Service charges on deposits
Card income	Card income	2,119		2,080			4,087		4,091
Net OREO gains (losses) and valuation adjustments		—		18			—		(114)
Net gains (losses) on sale or call of securities		—		2,514			—		2,514

Net gains (losses) on sale of loans

Net gains (losses) on sale of loans

Net gains (losses) on sale of loans	Net gains (losses) on sale of loans	87		17,269			3		17,203
Fee income	Fee income	7,462		6,273			13,612		11,976
Insurance commissions	Insurance commissions	1,303		1,346			2,896		3,018
Other	Other	(1,229)		16,996			(1,547)		16,966
Total noninterest income	Total noninterest income	11,511		48,160			22,533		59,281
Noninterest expense:	Noninterest expense:
Salaries and employee benefits	Salaries and employee benefits	54,219		54,257			108,905		100,541
Salaries and employee benefits
Salaries and employee benefits
Occupancy, furniture and equipment	Occupancy, furniture and equipment	7,292		6,507			13,995		12,943
FDIC insurance and other regulatory assessments	FDIC insurance and other regulatory assessments	796		382			1,141		793
Professional fees	Professional fees	3,035		3,607			6,120		7,266
Amortization of intangible assets	Amortization of intangible assets	3,001		3,064			5,851		6,172
Advertising and promotion	Advertising and promotion	1,577		1,785			2,921		2,987
Communications and technology	Communications and technology	11,397		9,820			22,249		18,932
Software amortization
Other	Other	9,079		9,185			18,495		17,537
Total noninterest expense	Total noninterest expense	90,396		88,607			179,677		167,171
Net income before income tax expense	Net income before income tax expense	9,923		58,080			22,433		90,215
Income tax expense	Income tax expense	2,273		13,888			3,773		21,694
Net income	Net income	$	7,650	$	44,192		$	18,660	$	68,521
Dividends on preferred stock	Dividends on preferred stock	(802)		(802)			(1,603)		(1,603)
Net income available to common stockholders	Net income available to common stockholders	$	6,848	$	43,390		$	17,057	$	66,918
Earnings per common share	Earnings per common share
Basic	Basic	$	0.30	$	1.78		$	0.73	$	2.72
Basic
Basic
Diluted	Diluted	$	0.29	$	1.74		$	0.72	$	2.66

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~

(Dollar amounts in thousands)

(Unaudited)


		Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Net income	Net income	$	7,650	$	44,192		$	18,660	$	68,521
Other comprehensive income:	Other comprehensive income:
Unrealized gains (losses) on securities:	Unrealized gains (losses) on securities:
Unrealized gains (losses) on securities:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period
Unrealized holding gains (losses) arising during the period
Unrealized holding gains (losses) arising during the period	Unrealized holding gains (losses) arising during the period	608		(5,457)			2,354		(8,358)
Tax effect	Tax effect	(69)		1,251			(439)		1,941
Unrealized holding gains (losses) arising during the period, net of taxes	Unrealized holding gains (losses) arising during the period, net of taxes	539		(4,206)			1,915		(6,417)
Reclassification of amount realized through sale or call of securities	Reclassification of amount realized through sale or call of securities	—		(2,514)			—		(2,514)
Tax effect	Tax effect	—		619			—		619
Reclassification of amount realized through sale or call of securities, net of taxes	Reclassification of amount realized through sale or call of securities, net of taxes	—		(1,895)			—		(1,895)
Change in unrealized gains (losses) on securities, net of tax	Change in unrealized gains (losses) on securities, net of tax	539		(6,101)			1,915		(8,312)

Unrealized gains (losses) on derivative financial instruments:
Unrealized holding gains (losses) arising during the period		—		—			—		3,152
Tax effect		—		—			—		(754)
Unrealized holding gains (losses) arising during the period, net of taxes		—		—			—		2,398
Reclassification of amount of (gains) losses recognized into income		—		(9,083)			—		(9,316)
Tax effect		—		2,144			—		2,213
Reclassification of amount of (gains) losses recognized into income, net of taxes		—		(6,939)			—		(7,103)
Change in unrealized gains (losses) on derivative financial instruments		—		(6,939)			—		(4,705)

Total other comprehensive income (loss)

Total other comprehensive income (loss)

Total other comprehensive income (loss)	Total other comprehensive income (loss)	539		(13,040)			1,915		(13,017)
Comprehensive income	Comprehensive income	$	8,189	$	31,152		$	20,575	$	55,504

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~

(Dollar amounts in thousands)

(Unaudited)


			Preferred Stock		Common Stock			Additional Paid-in- Capital				Treasury Stock						Retained Earnings				Accumulated				Total Stockholders' Equity
			Liquidation Preference Amount		Shares Outstanding	Par Amount				Shares Outstanding			Cost							Other Comprehensive Income (Loss)
Balance, January 1, 2023			$	45,000	24,053,585	$	283			$	534,790		4,268,131			$	(182,658)			$	498,456			$	(6,900)			$	888,971
Issuance of restricted stock awards			—		6,852	—		—				—		—				—				—				—
		Preferred Stock																												Preferred Stock	Common Stock	Additional Paid-in- Capital	Treasury Stock	Retained Earnings	Accumulated	Total Stockholders' Equity
		Liquidation Preference Amount
Balance, January 1, 2024
Balance, January 1, 2024
Balance, January 1, 2024
Vesting of restricted stock and performance stock units	Vesting of restricted stock and performance stock units		—		366,892	4		(4)				—		—				—				—				—
Stock option exercises, net	Stock option exercises, net		—		758	—		(33)				—		—				—				—				(33)
Issuance of common stock pursuant to the Employee Stock Purchase Plan	Issuance of common stock pursuant to the Employee Stock Purchase Plan		—		21,057	—		997				—		—				—				—				997
Stock based compensation	Stock based compensation		—		—	—		2,881				—		—				—				—				2,881
Forfeiture of restricted stock awards	Forfeiture of restricted stock awards		—		(10,961)	—		610				10,961		(610)				—				—				—
Purchase of treasury stock, net	Purchase of treasury stock, net		—		(1,067,668)	—		—				1,067,668		(77,185)				—				—				(77,185)
Dividends on preferred stock	Dividends on preferred stock		—		—	—		—				—		—				(801)				—				(801)
Net income	Net income		—		—	—		—				—		—				11,010				—				11,010
Other comprehensive income (loss)	Other comprehensive income (loss)		—		—	—		—				—		—				—				1,376				1,376
Balance, March 31, 2023			$	45,000	23,370,515	$	287	$	539,241			5,346,760		$	(260,453)			$	508,665			$	(5,524)			$	827,216

Vesting of restricted stock and performance stock units			—		233,728	2		(2)				—		—				—				—				—
Stock option exercises, net			—		829	—		(19)				—		—				—				—				(19)
Stock based compensation			—		—	—		3,320				—		—				—				—				3,320
Forfeiture of restricted stock awards			—		(451)	—		25				451		(25)				—				—				—
Purchase of treasury stock, net			—		(334,736)	—		—				334,736		(4,438)				—				—				(4,438)
Dividends on preferred stock			—		—	—		—				—		—				(802)				—				(802)
Net income			—		—	—		—				—		—				7,650				—				7,650
Other comprehensive income (loss)			—		—	—		—				—		—				—				539				539
Balance, June 30, 2023			$	45,000	23,269,885	$	289	$	542,565			5,681,947		$	(264,916)			$	515,513			$	(4,985)			833,466
Balance, March 31, 2024

~~Table of Contents~~


			Preferred Stock		Common Stock			Additional Paid-in- Capital				Treasury Stock						Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
			Liquidation Preference Amount		Shares Outstanding	Par Amount				Shares Outstanding			Cost
Balance, January 1, 2022			$	45,000	25,158,879	$	283			$	510,939		3,102,801			$	(104,743)			$	399,351	$	8,034	$	858,864
		Preferred Stock																								Preferred Stock	Common Stock	Additional Paid-in- Capital	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Total Stockholders' Equity
		Liquidation Preference Amount
Balance, January 1, 2023
Balance, January 1, 2023
Balance, January 1, 2023
Issuance of restricted stock awards	Issuance of restricted stock awards		—		5,502	—		—				—		—				—		—		—
Vesting of restricted stock and performance stock units
Stock option exercises, net	Stock option exercises, net		—		2,021	—		(74)				—		—				—		—		(74)
Stock based compensation	Stock based compensation		—		—	—		4,952				—		—				—		—		4,952
Forfeiture of restricted stock awards	Forfeiture of restricted stock awards		—		(487)	—		46				487		(46)				—		—		—
Issuance of common stock pursuant to the Employee Stock Purchase Plan	Issuance of common stock pursuant to the Employee Stock Purchase Plan		—		10,585	—		688				—		—				—		—		688
Purchase of treasury stock, net	Purchase of treasury stock, net		—		(14,810)	—		—				14,810		(1,316)				—		—		(1,316)
Dividends on preferred stock	Dividends on preferred stock		—		—	—		—				—		—				(801)		—		(801)
Net income	Net income		—		—	—		—				—		—				24,329		—		24,329
Other comprehensive income (loss)	Other comprehensive income (loss)		—		—	—		—				—		—				—		23		23
Balance, March 31, 2022			$	45,000	25,161,690	$	283	$	516,551			3,118,098		$	(106,105)			$	422,879	$	8,057	$	886,665

Vesting of restricted stock and performance stock units			—		20,996	—		—				—		—				—		—		—
Stock option exercises, net			—		32	—		—				—		—				—		—		—
Stock based compensation			—		—	—		7,880				—		—				—		—		7,880
Forfeiture of restricted stock awards			—		(2,417)	—		205				2,417		(205)				—		—		—
Purchase of treasury stock, net			—		(722,524)	—		—				722,524		(50,614)				—		—		(50,614)
Dividends on preferred stock			—		—	—		—				—		—				(802)		—		(802)
Net income			—		—	—		—				—		—				44,192		—		44,192
Other comprehensive income (loss)			—		—	—		—				��		—				—		(13,040)		(13,040)
Balance, June 30, 2022			$	45,000	24,457,777	$	283	$	524,636			3,843,039		$	(156,924)			$	466,269	$	(4,983)	$	874,281
Balance, March 31, 2023

See accompanying condensed notes to consolidated financial statements.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~

(Dollar amounts in thousands)

(Unaudited)


			Six Months Ended June 30,
			2023		2022
		Three Months Ended March 31,						Three Months Ended March 31,
		2024					2024		2023
Cash flows from operating activities:	Cash flows from operating activities:
Net income	Net income		$	18,660	$	68,521
Net income
Net income
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation
Depreciation
Depreciation	Depreciation		6,567		6,044
Net accretion on loans	Net accretion on loans		(2,800)		(5,092)
Amortization of subordinated notes issuance costs	Amortization of subordinated notes issuance costs		434		420
Amortization of junior subordinated debentures	Amortization of junior subordinated debentures		286		274
Net (accretion) amortization on securities	Net (accretion) amortization on securities		(435)		(398)
Amortization of intangible assets	Amortization of intangible assets		5,851		6,172
Deferred taxes			8,727		943
Software amortization
Deferred taxes, net
Credit loss expense (benefit)	Credit loss expense (benefit)		5,256		3,402
Stock based compensation	Stock based compensation		6,201		12,832
Net (gains) losses on sale or call of debt securities			—		(2,514)

Net (gains) losses on equity securities	Net (gains) losses on equity securities		(18)		(9,709)
Net OREO (gains) losses and valuation adjustments			—		114
Net (gains) losses on equity securities
Net (gains) losses on equity securities

Origination of loans held for sale	Origination of loans held for sale		(1,392)		(6,873)
Purchases of loans held for sale			—		(6,913)
Origination of loans held for sale
Origination of loans held for sale

Proceeds from sale of loans originated or purchased for sale
Proceeds from sale of loans originated or purchased for sale
Proceeds from sale of loans originated or purchased for sale	Proceeds from sale of loans originated or purchased for sale		1,320		14,145
Net (gains) losses on sale of loans	Net (gains) losses on sale of loans		(3)		(17,203)
Net change in operating leases	Net change in operating leases		(154)		555
(Increase) decrease in other assets	(Increase) decrease in other assets		(41,010)		(38,471)
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities		1,472		(12,122)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities		8,962		14,127
Cash flows from investing activities:	Cash flows from investing activities:
Proceeds from sales of equity securities	Proceeds from sales of equity securities		783		—
Proceeds from sales of equity securities
Proceeds from sales of equity securities
Purchases of securities available for sale	Purchases of securities available for sale		(69,484)		(79,119)
Proceeds from sales of securities available for sale			4,000		40,163

Proceeds from maturities, calls, and pay downs of securities available for sale
Proceeds from maturities, calls, and pay downs of securities available for sale
Proceeds from maturities, calls, and pay downs of securities available for sale	Proceeds from maturities, calls, and pay downs of securities available for sale		18,911		20,798
Proceeds from maturities, calls, and pay downs of securities held to maturity	Proceeds from maturities, calls, and pay downs of securities held to maturity		352		424
Purchases of loans held for investment	Purchases of loans held for investment		(18,842)		(68,908)
Proceeds from sale of loans	Proceeds from sale of loans		43,950		207,405
Net change in loans	Net change in loans		(234,158)		215,676
Purchases of premises and equipment, net	Purchases of premises and equipment, net		(17,901)		(5,608)
Net proceeds from sale of OREO			—		289

(Purchases) redemptions of FHLB and other restricted stock, net
(Purchases) redemptions of FHLB and other restricted stock, net
(Purchases) redemptions of FHLB and other restricted stock, net	(Purchases) redemptions of FHLB and other restricted stock, net		(13,847)		3,977

Acquired intangible assets	Acquired intangible assets		(3,042)		—
Proceeds from sale of disposal group			—		66,918
Acquired intangible assets
Acquired intangible assets

Net cash provided by (used in) investing activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities		(289,278)		402,015
Cash flows from financing activities:	Cash flows from financing activities:
Net increase (decrease) in deposits
Net increase (decrease) in deposits
Net increase (decrease) in deposits	Net increase (decrease) in deposits		122,130		145,337
Increase (decrease) in customer repurchase agreements	Increase (decrease) in customer repurchase agreements		(340)		9,643
Increase (decrease) in Federal Home Loan Bank advances	Increase (decrease) in Federal Home Loan Bank advances		250,000		(150,000)

Repayment of other borrowings			—		(27,144)
Preferred dividends			(1,603)		(1,603)

Preferred stock dividends

Preferred stock dividends

Preferred stock dividends
Stock option exercises, net	Stock option exercises, net		(52)		(74)
Proceeds from employee stock purchase plan common stock issuance	Proceeds from employee stock purchase plan common stock issuance		997		688
Purchase of treasury stock, net	Purchase of treasury stock, net		(81,623)		(51,930)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities		289,509		(75,083)
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents		9,193		341,059
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period		408,182		383,178
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period		417,375		724,237

See accompanying condensed notes to consolidated financial statements.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~

(Dollar amounts in thousands)

(Unaudited)


			Six Months Ended June 30,
			2023		2022
		Three Months Ended March 31,						Three Months Ended March 31,
		2024					2024		2023
Supplemental cash flow information:	Supplemental cash flow information:
Interest paid
Interest paid
Interest paid	Interest paid		$	18,924	$	7,296
Income taxes paid, net	Income taxes paid, net		$	13,979	$	45,035
Cash paid for operating lease liabilities	Cash paid for operating lease liabilities		$	2,763	$	1,903
Supplemental noncash disclosures:	Supplemental noncash disclosures:
Loans transferred to OREO			$	—	$	47

Loans held for investment transferred to loans held for sale	Loans held for investment transferred to loans held for sale		$	38,389	$	197,899
Assets transferred to assets held for sale			$	—	$	80,819
Deposits transferred to deposits held for sale			$	—	$	10,434
Lease liabilities arising from obtaining right-of-use assets			$	3,228	$	5,267
Securities available for sale purchased, not settled			$	—	$	23,370
Non-cash consideration received from sale of loan portfolio or disposal group			$	—	$	4,502

Loans held for investment transferred to loans held for sale

Loans held for investment transferred to loans held for sale

Lease liabilities arising from obtaining right-of-use assets

Lease liabilities arising from obtaining right-of-use assets

Lease liabilities arising from obtaining right-of-use assets

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Triumph Financial, Inc. (collectively with its subsidiaries, “Triumph Financial”, or the “Company” as applicable) is a financial holding company headquartered in Dallas, Texas, offering a diversified line of payments, factoring and banking services. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Triumph CRA Holdings, LLC (“TCRA”), TBK Bank, SSB (“TBK Bank”), TBK Bank’s wholly owned factoring subsidiary Triumph Financial Services LLC ("Triumph Financial Services"), and TBK Bank’s wholly owned subsidiary Triumph Insurance Group, Inc. (“TIG”). TriumphPay operates as a division of TBK Bank, SSB.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission (“SEC”). Accordingly, the condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary for a fair presentation. Transactions between the subsidiaries have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. Operating results for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2023.~~2024.

Operating Segments

The Company’s reportable segments are comprised of strategic business units primarily based upon industry categories and, to a lesser extent, the core competencies relating to product origination, distribution methods, operations and servicing. Segment determination also considers organizational structure and is consistent with the presentation of financial information to the chief operating decision maker to evaluate segment performance, develop strategy, and allocate resources. The Company's chief operating decision maker is the Chief Executive Officer of Triumph Financial, Inc. Management has determined that the Company has four reportable segments consisting of Banking, Factoring, Payments, and Corporate.

The Banking segment includes the operations of TBK Bank. The Banking segment derives its revenue principally from investments in interest-earning assets as well as noninterest income typical for the banking industry.

The Factoring segment includes the operations of Triumph Financial Services with revenue derived from factoring services.

The Payments segment includes the operations of the TBK Bank's TriumphPay division, which is the payments network for presentment, audit, and payment of over-the-road trucking invoices. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of (i) invoices where we offer a carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us, (ii) offering freight brokers the ability to settle their invoices with us on an extended term following our payment to their carriers as an additional liquidity option for such freight brokers, and (iii) factoring transactions where we purchase receivables payable to such freight brokers from their shipper clients.

The Corporate segment includes holding company financing and investment activities as well as management and administrative expenses that support the overall operations of the Company such as human resources, accounting, finance, risk management and information technology expense.

For further discussion of management's operating segments and allocation methodology, see Note 1614 – Business Segment Information.

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Adoption of New Accounting Standards

In March 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-02, "Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures" ("ASU 2022-02"). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings ("TDRs") in ASC 310-40, "Receivables - Troubled Debt Restructurings by Creditors" for entities that have adopted the current expected credit loss ("CECL") model introduced by ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13"). ASU 2022-02 also requires that public business entities disclose current-period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, "Financial Instruments—Credit Losses—Measured at Amortized Cost".

The Company adopted ASU 2022-02 effective January 1, 2023 on a prospective basis. Adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

Newly Issued, But Not Yet Effective Accounting Standards

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 Requires public entities to disclose significant segment expenses, an amount and description for other segment items, the title and position of the entity’s chief operating decision maker ("CODM") and an explanation of how the CODM uses the reported measures of profit or loss to assess segment performance, and, on an interim basis, certain segment related disclosures that previously were required only on an annual basis. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements and that an entity is permitted to disclose multiple measures of segment profit or loss, provided that certain criteria are met. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will update its segment related disclosures upon adoption.

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company will update its income tax disclosures upon adoption.

NOTE 2 — ~~ACQUISITIONS AND DIVESTITURES~~

~~Equipment Loan Sale~~

During the quarter ended June 30, 2022, the Company made the decision to sell a portfolio of equipment loans for cash consideration. The sale closed on June 23, 2022. A summary of the carrying amount of the assets sold and the gain on sale is as follows:


~~(Dollars in thousands)~~
~~Equipment loans~~	$	~~191,167~~
~~Accrued interest receivable~~	~~1,587~~
~~Assets sold~~	~~192,754~~

~~Cash consideration~~	~~197,454~~
~~Return of premium liability~~	~~(708)~~
~~Total consideration~~	~~196,746~~
~~Transaction costs~~	73
~~Gain on sale, net of transaction costs~~	$	~~3,919~~

The associated agreement contains a provision that in the event that a sold loan is prepaid in full prior to the due date of the final scheduled contractual payment, the Company will return a pro-rata portion of the premium calculated as of the date of such prepayment in full. As this transaction qualified as a sale of a group of entire financial assets, management must recognize, as proceeds, any assets obtained and liabilities incurred. Thus, management recorded a $708,000 liability for the potential return of premium measured at fair value as of the date of close. Management has elected the fair value option to account for the liability. It is recorded in other liabilities in the Company's Consolidated Balance Sheet and is marked to fair value through earnings at each reporting period. For further discussion of changes in the fair value of the return of premium liability and the period end balance, see Note 10 – Fair Value Disclosures.

The gain on sale, net of transaction costs, was included in net gains (losses) on sale of loans in the Company’s Consolidated Statements of Income during the three months ended June 30, 2022 and was allocated to the Banking segment.

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Factored Receivable Disposal Group~~

On June 30, 2022 and September 6, 2022, the Company entered into and closed two separate agreements to sell two separate portfolios of factored receivables. A summary of the carrying amounts of the assets and liabilities sold and the gains on sale are as follows:

(Dollars in thousands) June 30, 2022 September 6, 2022 Total
Factored receivables $ 67,888 $ 20,131 $ 88,019
Accrued interest and fee income — 17 17
Assets held for sale 67,888 20,148 88,036
Customer reserve noninterest bearing deposits 9,682 1,149 10,831
Liabilities held for sale 9,682 1,149 10,831
Net assets sold 58,206 18,999 77,205
Cash consideration 66,292 19,054 85,346
Revenue share asset 5,210 1,027 6,237
Total consideration 71,502 20,081 91,583
Transaction costs 82 49 131
Gain on sale, net of transaction costs $ 13,214 $ 1,033 $ 14,247

The June 30, 2022 and September 6, 2022 agreements contain revenue share provisions that entitle the Company to amounts equal to fifteen percent and a range of fifteen to twenty percent, depending on client, respectively, of the future gross monthly revenue of the clients associated with the sold factored receivable portfolios. As these transactions qualified as sales of a group of entire financial assets, management recognized, as proceeds, the assets obtained and liabilities incurred. Thus, management recorded revenue share assets for the contractual right to receive future cash flows from a third party measured at fair value as of the date of close for the June 30, 2022 and September 6, 2022 agreements totaling $5,210,000 and $1,027,000, respectively. These are financial assets for which management elected the fair value option. They are recorded in other assets in the Company's Consolidated Balance Sheet and are marked to fair value through earnings at each reporting period.

~~For further discussion of changes in the fair value of the revenue share provisions and the period end balance, see Note 10 – Fair Value Disclosures.~~

The gains on sale, net of transaction costs, were included in net gains (losses) on sale of loans in the Company’s Consolidated Statements of Income during the three months ended June 30, 2022 and September 30, 2022, respectively, and were allocated to the Factoring segment.

~~NOTE 3 —~~ SECURITIES

Equity Securities With Readily Determinable Fair Values

The Company held equity securities with readily determinable fair values of ~~$4,426,000~~$4,441,000 and ~~$5,191,000~~$4,488,000 at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. The gross realized and unrealized gains and losses recognized on equity securities with readily determinable fair values in noninterest income in the Company’s consolidated statements of income were as follows:


		Three Months Ended June 30,					Six Months Ended June 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2023		2022			2023		2022		(Dollars in thousands)	2024	2023
Unrealized gains (losses) on equity securities held at the reporting date	Unrealized gains (losses) on equity securities held at the reporting date	$	(72)	$	(35)		$	—	$	(454)
Realized gains (losses) on equity securities sold during the period	Realized gains (losses) on equity securities sold during the period	—		—			18		—
		$	(72)	$	(35)		$	18	$	(454)
						$

119

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Equity Securities Without Readily Determinable Fair Values

The following table summarizes the Company's investments in equity securities without readily determinable fair values:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023		December 31, 2022		(Dollars in thousands)	March 31, 2024	December 31, 2023
Equity Securities without readily determinable fair value, at cost	Equity Securities without readily determinable fair value, at cost	$	64,282	$	39,019
Upward adjustments based on observable price changes, cumulative	Upward adjustments based on observable price changes, cumulative	10,163		10,163
Equity Securities without readily determinable fair value, carrying value	Equity Securities without readily determinable fair value, carrying value	$	74,445	$	49,182

Equity securities without readily determinable fair values include Federal Home Loan Bank and other restricted stock, which are reported separately in the Company's consolidated balance sheets. Equity securities without readily determinable fair values also include the Company's investments in the common stock of Trax Group, Inc. and Warehouse Solutions Inc., ~~discussed below,~~with carrying amounts of $9,700,000 and ~~other~~$38,088,000, respectively, at March 31, 2024. Both investments ~~which~~have been allocated to our Payments segment and are included in other assets in the Company's consolidated balance sheets.

~~The gross~~There were no realized ~~and~~or unrealized gains ~~(losses)~~or losses recognized on equity securities without readily determinable fair values ~~in noninterest income in the Company’s consolidated statements of income were as follows:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2023 2022 2023 2022
Unrealized gains (losses) on equity securities still held at the reporting date $ — $ 10,163 $ — $ 10,163
Realized gains (losses) on equity securities sold during the period — — — —
$ — $ 10,163 $ — $ 10,163

~~Trax Group, Inc.~~

On June 22, 2023, the Company made a $9,700,000 minority investment in Trax Group, Inc. ("Trax"), a leader in transportation spend management solutions. The investment in Trax is accounted for as an equity investment without a readily determinable fair value measured under the measurement alternative and is included in other assets in the Company's consolidated balance sheets.

~~Warehouse Solutions Inc.~~

On October 17, 2019, the Company made a minority equity investment of $8,000,000 in Warehouse Solutions Inc. (“WSI”), purchasing 8% of the common stock of WSI and receiving warrants to purchase an additional 10% of the common stock of WSI upon exercise of the warrants at a later date. WSI provides technology solutions to help reduce supply chain costs for a global client base across multiple industries.

Although the Company held less than 20% of the voting stock of WSI, the investment in common stock was initially accounted for using the equity method as the Company’s representation on WSI’s board of directors, which was disproportionately larger in size than the common stock investment held, demonstrated that it had significant influence over the investee.

On June 10, 2022, the Company entered into two separate agreements with WSI. First, the Company entered into an Affiliate Agreement. The Affiliate Agreement canceled the Company’s outstanding warrants and modified the structure of the existing operating agreement to be consistent with TriumphPay operating as an open loop payments network. By modifying the operating agreement, the Company’s Payments segment operations now have greater ability to operate in the freight shipper audit space. As a result of the Affiliate Agreement, the Company recognized a total loss on impairment of the warrants of $3,224,000, which represented the full book balance of the warrants on the date the Affiliate Agreement was executed. The impairment loss was included in other noninterest income on the Company's consolidated statements of income during the three months ended ~~June 30, 2022.~~

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Separately, the Company also entered into an Amended~~March 31, 2024 and Restated Investor Rights Agreement (the “Investor Rights Agreement”). The Investor Rights Agreement eliminated the Company’s representation on WSI’s board of directors making the Company a completely passive investor. The Investor Rights Agreement also provided for the Company’s purchase of an additional 10% of WSI’s common stock for $23,000,000 raising the Company’s ownership of WSI’s common stock to 18%. As a passive investor, the Company no longer holds significant influence over the investee and the investment in WSI’s common stock no longer qualifies for2023. Management monitors its equity ~~method accounting. The investment in WSI’s common stock is now accounted for as an equity investment~~securities without a readily determinable fair ~~value measured under the measurement alternative. The measurement alternative requires the Company~~values for observable transactions in similar equity instruments as well as indicators of impairment either of which would require it to ~~remeasure its investment in the common stock~~mark such equity securities to fair value. No such transactions or indicators of ~~WSI only upon the execution of an orderly and observable transaction in an identical or similar instrument.~~

The Company's additional investment in WSI under the Investor Rights Agreement qualified as an orderly and observable transaction for an identical investment in WSI, therefore the fair value of the Company's original 8% common stock investment was required to be adjusted from $4,925,000 at March 31, 2022 to $15,088,000, resulting in a gain of $10,163,000 that was recorded in other noninterest income on the Company's consolidated statements of incomeimpairment were detected during the three months ended ~~June 30, 2022. The Company's investment in WSI totaled $38,088,000 at June 30, 2023 and December~~March 31, ~~2022 and has been allocated to the Payments segment.~~2024.

Debt Securities

Debt securities have been classified in the financial statements as available for sale or held to maturity. The following table summarizes the amortized cost, fair value, and allowance for credit losses of debt securities and the corresponding amounts of gross unrealized gains and losses of available for sale securities recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses of held to maturity securities:


(Dollars in thousands)	(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value		(Dollars in thousands)	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Allowance for Credit Losses	Fair Value
June 30, 2023
March 31, 2024
Available for sale securities:	Available for sale securities:
Available for sale securities:
Available for sale securities:
Mortgage-backed securities, residential
Mortgage-backed securities, residential
Mortgage-backed securities, residential	Mortgage-backed securities, residential	$	51,069	$	—	$	(5,240)	$	—	$	45,829
Asset-backed securities	Asset-backed securities	1,286		—		(34)		—		1,252
State and municipal	State and municipal	5,283		—		(88)		—		5,195
CLO securities	CLO securities	250,260		481		(1,662)		—		249,079
Corporate bonds	Corporate bonds	769		—		(9)		—		760
SBA pooled securities	SBA pooled securities	1,773		5		(114)		—		1,664
Total available for sale securities	Total available for sale securities	$	310,440	$	486	$	(7,147)	$	—	$	303,779

(Dollars in thousands)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrecognized
Losses

Fair
Value

(Dollars in thousands)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrecognized
Losses

Fair
Value

June 30, 2023

March 31, 2024

Held to maturity securities:

CLO securities

6,256

284

(1,790)

4,750

Allowance for credit losses

(2,876)

Total held to maturity securities, net of ACL

3,380

Total held to maturity securities, net of ACL

1310

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)	(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value		(Dollars in thousands)	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Allowance for Credit Losses	Fair Value
December 31, 2022
December 31, 2023
Available for sale securities:	Available for sale securities:
Available for sale securities:
Available for sale securities:
Mortgage-backed securities, residential
Mortgage-backed securities, residential
Mortgage-backed securities, residential	Mortgage-backed securities, residential	$	55,329	$	235	$	(4,931)	$	—	$	50,633
Asset-backed securities	Asset-backed securities	6,389		—		(58)		—		6,331
State and municipal	State and municipal	13,553		1		(116)		—		13,438
CLO Securities	CLO Securities	185,068		161		(4,218)		—		181,011
Corporate bonds	Corporate bonds	1,270		1		(8)		—		1,263
SBA pooled securities	SBA pooled securities	1,910		29		(111)		—		1,828
Total available for sale securities	Total available for sale securities	$	263,519	$	427	$	(9,442)	$	—	$	254,504

(Dollars in thousands)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrecognized
Losses

Fair
Value

(Dollars in thousands)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrecognized
Losses

Fair
Value

December 31, 2022

December 31, 2023

Held to maturity securities:

CLO securities

6,521

458

(1,503)

5,476

Allowance for credit losses

(2,444)

Total held to maturity securities, net of ACL

4,077

Total held to maturity securities, net of ACL

The amortized cost and estimated fair value of securities at ~~June 30, 2023,~~March 31, 2024, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


			Available for Sale Securities				Held to Maturity Securities
		Available for Sale Securities												Available for Sale Securities			Held to Maturity Securities
(Dollars in thousands)	(Dollars in thousands)		Amortized Cost		Fair Value		Amortized Cost		Fair Value		(Dollars in thousands)	Amortized Cost	Fair Value		Amortized Cost	Fair Value
Due in one year or less	Due in one year or less		$	1,224	$	1,220	$	—	$	—
Due from one year to five years	Due from one year to five years		2,213		2,175		1,913		2,106
Due from five years to ten years	Due from five years to ten years		73,022		72,397		4,343		2,644
Due after ten years	Due after ten years		179,853		179,242		—		—
			256,312		255,034		6,256		4,750
		248,626
Mortgage-backed securities, residential	Mortgage-backed securities, residential		51,069		45,829		—		—
Asset-backed securities	Asset-backed securities		1,286		1,252		—		—
SBA pooled securities	SBA pooled securities		1,773		1,664		—		—
			$	310,440	$	303,779	$	6,256	$	4,750
		$

~~Proceeds from~~There were no sales of debt securities during the three months ended March 31, 2024 and ~~the associated gross gains and losses as well as net gains and losses from calls of debt securities are as follows:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2023 2022 2023 2022
Proceeds $ 4,000 $ 40,163 $ 4,000 $ 40,163
Gross gains — 2,512 — 2,512
Gross losses — — — —
Net gains and losses from calls of securities — 2 — 2
2023.

Debt securities with a carrying amount of approximately ~~$35,749,000~~$30,186,000 and ~~$93,813,000~~$42,445,000 at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, were pledged to secure public deposits, customer repurchase agreements, and for other purposes required or permitted by law.

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Accrued interest on available for sale securities totaled ~~$4,299,000~~$3,641,000 and ~~$2,593,000~~$3,789,000 at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and was included in other assets on the Company's consolidated balance sheets. There was no accrued interest related to debt securities reversed against interest income for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes available for sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position:


			Less than 12 Months				12 Months or More				Total
		Less than 12 Months																Less than 12 Months			12 Months or More		Total
(Dollars in thousands)	(Dollars in thousands)		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		(Dollars in thousands)	Fair Value	Unrealized Losses		Fair Value	Unrealized Losses		Fair Value		Unrealized Losses
June 30, 2023
March 31, 2024
Available for sale securities:	Available for sale securities:
Available for sale securities:
Available for sale securities:
Mortgage-backed securities, residential
Mortgage-backed securities, residential
Mortgage-backed securities, residential	Mortgage-backed securities, residential		$	18,822	$	(574)	$	26,886	$	(4,666)	$	45,708	$	(5,240)
Asset-backed securities	Asset-backed securities		—		—		1,252		(34)		1,252		(34)
State and municipal	State and municipal		4,134		(57)		471		(31)		4,605		(88)
CLO securities	CLO securities		23,028		(49)		107,197		(1,613)		130,225		(1,662)
Corporate bonds	Corporate bonds		759		(9)		—		—		759		(9)
SBA pooled securities	SBA pooled securities		223		(3)		1,133		(111)		1,356		(114)
			$	46,966	$	(692)	$	136,939	$	(6,455)	$	183,905	$	(7,147)
		$


			Less than 12 Months				12 Months or More				Total
		Less than 12 Months																Less than 12 Months			12 Months or More		Total
(Dollars in thousands)	(Dollars in thousands)		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		(Dollars in thousands)	Fair Value	Unrealized Losses		Fair Value	Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2022
December 31, 2023
Available for sale securities:	Available for sale securities:
Available for sale securities:
Available for sale securities:
Mortgage-backed securities, residential
Mortgage-backed securities, residential
Mortgage-backed securities, residential	Mortgage-backed securities, residential		$	26,030	$	(1,507)	$	15,828	$	(3,424)	$	41,858	$	(4,931)
Asset-backed securities	Asset-backed securities		1,337		(52)		4,994		(6)		6,331		(58)
State and municipal	State and municipal		12,680		(116)		—		—		12,680		(116)
CLO Securities	CLO Securities		151,572		(3,407)		19,439		(811)		171,011		(4,218)
Corporate bonds	Corporate bonds		261		(8)		—		—		261		(8)
SBA pooled securities	SBA pooled securities		1,262		(111)		—		—		1,262		(111)
			$	193,142	$	(5,201)	$	40,261	$	(4,241)	$	233,403	$	(9,442)
		$

Management evaluates available for sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At ~~June 30, 2023,~~March 31, 2024, the Company had ~~137~~98 available for sale debt securities in an unrealized loss position without an allowance for credit losses. Management does not have the intent to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of ~~June 30, 2023,~~March 31, 2024, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore the Company carried no allowance for credit losses on available for sale debt securities at ~~June 30, 2023.~~March 31, 2024.

The following table presents the activity in the allowance for credit losses for held to maturity debt securities:


(Dollars in thousands)	Three Months Ended March 31,
Held to Maturity CLO Securities		2024		2023
Allowance for credit losses:
Beginning balance		$	3,190	$	2,444
Credit loss expense		(55)		141
Allowance for credit losses ending balance		$	3,135	$	2,585

1512

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~The following table presents the activity in the allowance for credit losses for held to maturity debt securities:~~

(Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,
Held to Maturity CLO Securities 2023 2022 2023 2022
Allowance for credit losses:
Beginning balance $ 2,585 $ 2,455 $ 2,444 $ 2,082
Credit loss expense 291 (100) 432 273
Allowance for credit losses ending balance $ 2,876 $ 2,355 $ 2,876 $ 2,355

The Company’s held to maturity securities are investments in the unrated subordinated notes of collateralized loan obligation funds. These securities are the junior-most in securitization capital structures, and are subject to suspension of distributions if the credit of the underlying loan portfolios deteriorates materially. The ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company’s held to maturity securities consisted of three investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call. At ~~June 30, 2023, $4,778,000~~March 31, 2024, $4,766,000 of the Company’s held to maturity securities were classified as nonaccrual.

NOTE 43 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans Held for Sale

The following table presents loans held for sale:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023		December 31, 2022		(Dollars in thousands)	March 31, 2024	December 31, 2023
1-4 family residential	1-4 family residential	$	89	$	—
Commercial	Commercial	6		5,641
Total loans held for sale	Total loans held for sale	$	95	$	5,641

Loans Held for Investment

Loans

The following table presents the amortized cost and unpaid principal balance of loans held for investment:

June 30, 2023 December 31, 2022
(Dollars in thousands) Amortized
Cost Unpaid
Principal Difference Amortized
Cost Unpaid
Principal Difference
Commercial real estate $ 768,711 $ 769,682 $ (971) $ 678,144 $ 679,239 $ (1,095)
Construction, land development, land 110,071 110,456 (385) 90,976 91,147 (171)
1-4 family residential 130,628 130,830 (202) 125,981 126,185 (204)
Farmland 67,913 68,090 (177) 68,934 69,185 (251)
Commercial 1,218,892 1,227,039 (8,147) 1,251,110 1,262,493 (11,383)
Factored receivables 1,173,794 1,177,702 (3,908) 1,237,449 1,241,032 (3,583)
Consumer 8,409 8,411 (2) 8,868 8,871 (3)
Mortgage warehouse 846,340 846,340 — 658,829 658,829 —
Total loans held for investment 4,324,758 $ 4,338,550 $ (13,792) 4,120,291 $ 4,136,981 $ (16,690)
Allowance for credit losses (34,970) (42,807)
$ 4,289,788 $ 4,077,484

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	March 31, 2024						December 31, 2023
(Dollars in thousands)	Amortized Cost		Unpaid Principal		Difference		Amortized Cost		Unpaid Principal		Difference
Commercial real estate	$	819,721	$	820,868	$	(1,147)	$	812,704	$	813,623	$	(919)
Construction, land development, land	222,859		223,406		(547)		136,720		137,209		(489)
1-4 family residential	130,200		130,351		(151)		125,916		126,096		(180)
Farmland	58,431		58,581		(150)		63,568		63,728		(160)
Commercial	1,160,870		1,165,936		(5,066)		1,170,365		1,176,243		(5,878)
Factored receivables	1,154,047		1,157,250		(3,203)		1,116,654		1,119,544		(2,890)
Consumer	7,176		7,177		(1)		8,326		8,328		(2)
Mortgage warehouse	641,816		641,816		—		728,847		728,847		—
Total loans held for investment	4,195,120		$	4,205,385	$	(10,265)	4,163,100		$	4,173,618	$	(10,518)
Allowance for credit losses	(38,232)						(35,219)
	$	4,156,888					$	4,127,881

The difference between the amortized cost and the unpaid principal is due to (1) premiums and discounts associated with acquired loans totaling ~~$9,848,000~~$5,995,000 and ~~$13,383,000~~$6,861,000 at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and (2) net deferred origination and factoring fees totaling ~~$3,944,000~~$4,270,000 and ~~$3,307,000~~$3,657,000 at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled ~~$23,230,000~~$30,378,000 and ~~$19,279,000~~$30,686,000 at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and was included in other assets on the Company's consolidated balance sheets.

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company had ~~$198,960,000~~$211,198,000 and ~~$249,288,000,~~$253,492,000, respectively, of customer reserves associated with factored receivables. These amounts represent customer reserves held to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits in the consolidated balance sheets.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 the balance of the Over-Formula Advance Portfolio, acquired from Transport Financial Solutions during 2020, included in factored receivables was ~~$4,011,000~~$2,720,000 and ~~$8,202,000,~~$3,151,000, respectively. These balances were fully reserved as of those respective dates. During the six months ended June 30, 2023, new adverse developments with one of the two remaining Over-Formula Advance clients caused us to charge-off the entire Over-Formula Advance amount due from that client. This resulted in a net charge-off of $3,330,000; however, this net charge-off had no impact on credit loss expense as the entire amount had been reserved in a prior period. In accordance with the Agreement reached with Covenant, Covenant will reimburse us for $1,665,000 of this charge-off which is reflected as a receivable in other assets on our June 30, 2023 Consolidated Balance Sheet.

At ~~June 30, 2023~~March 31, 2024 the Company carried a separate $19,361,000 receivable (the “Misdirected Payments”) payable by the United States Postal Service (“USPS”) arising from accounts factored to the largest Over-Formula Advance Portfolio carrier. This amount is separate from the acquired Over-Formula Advances. The amounts represented by this receivable were paid by the USPS directly to such customer in contravention of notices of assignment delivered to, and previously honored by, the USPS, which amount was then not remitted back to us by such customer as required. The USPS disputes their obligation to make such payment, citing purported deficiencies in the notices delivered to them. We are a party to litigation in the United States Court of Federal Claims against the USPS seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to us. Based on our legal analysis and discussions with our counsel advising us on this matter, we continue to believe it is probable that we will prevail in such action and that the USPS will have the capacity to make payment on such receivable. Consequently, we have not reserved for such balance as of ~~June 30, 2023.~~March 31, 2024.

Loans with carrying amounts of ~~$1,598,726,000~~$1,412,353,000 and ~~$1,356,922,000~~$1,588,532,000 at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, were pledged to secure Federal Home Loan Bank borrowing capacity ~~Paycheck Protection Program Liquidity Facility borrowings~~ and Federal Reserve Bank discount window borrowing capacity.

Allowance for Credit Losses

The Company’s estimate of the ACL reflects losses expected over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or ~~modifications unless the Company has identified an expected troubled debt restructuring.~~modifications. The activity in the allowance for credit losses (“ACL”) related to loans held for investment is as follows:

(Dollars in thousands) Beginning
Balance Credit Loss
Expense Charge-offs Recoveries Ending
Balance
Three months ended June 30, 2023
Commercial real estate $ 4,292 $ 491 $ — $ — $ 4,783
Construction, land development, land 1,139 95 — 1 1,235
1-4 family residential 1,004 34 — 8 1,046
Farmland 472 4 — — 476
Commercial 16,683 1,368 (5,124) 50 12,977
Factored receivables 17,581 1,521 (5,820) 159 13,441
Consumer 185 44 (133) 70 166
Mortgage warehouse 889 (43) — — 846
$ 42,245 $ 3,514 $ (11,077) $ 288 $ 34,970

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


(Dollars in thousands)	(Dollars in thousands)		Beginning Balance				Credit Loss Expense		Charge-offs		Recoveries		Ending Balance		(Dollars in thousands)			Beginning Balance	Credit Loss Expense	Charge-offs	Recoveries	Ending Balance
Three months ended June 30, 2022
Three months ended March 31, 2024
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate				$	3,527			$	1,594	$	—	$	46		$	5,167
Construction, land development, land	Construction, land development, land		901				290		—		1		1,192
1-4 family residential	1-4 family residential		450				305		—		2		757
Farmland	Farmland		121				369		—		—		490
Commercial	Commercial		13,215				(407)		(260)		190		12,738
Factored receivables	Factored receivables		22,471				(120)		(712)		573		22,212
Consumer	Consumer		175				77		(96)		41		197
Mortgage warehouse	Mortgage warehouse		693				(39)		—		—		654
			$	41,553			$	2,069	$	(1,068)	$	853	$	43,407
		$

(Dollars in thousands)	(Dollars in thousands)		Beginning Balance				Credit Loss Expense		Charge-offs		Recoveries		Ending Balance
Six Months Ended June 30, 2023

(Dollars in thousands)

(Dollars in thousands)																		Beginning Balance	Credit Loss Expense	Charge-offs	Recoveries	Ending Balance
Three months ended March 31, 2023
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate				$	4,459			$	254	$	—	$	70		$	4,783
Construction, land development, land	Construction, land development, land		1,155				78		—		2		1,235
1-4 family residential	1-4 family residential		838				203		(5)		10		1,046
Farmland	Farmland		483				(7)		—		—		476
Commercial	Commercial		15,918				2,315		(5,346)		90		12,977
Factored receivables	Factored receivables		19,121				2,071		(8,113)		362		13,441
Consumer	Consumer		175				65		(271)		197		166
Mortgage warehouse	Mortgage warehouse		658				188		—		—		846
		$
			$	42,807			$	5,167	$	(13,735)	$	731	$	34,970

(Dollars in thousands)			Beginning Balance				Credit Loss Expense		Charge-offs		Recoveries		Ending Balance
Six months ended June 30, 2022
Commercial real estate					$	3,961			$	1,254	$	(108)	$	60		$	5,167
Construction, land development, land			827				363		—		2		1,192
1-4 family residential			468				284		—		5		757
Farmland			562				(72)		—		—		490
Commercial			14,485				(1,014)		(984)		251		12,738
Factored receivables			20,915				2,115		(1,420)		602		22,212
Consumer			226				118		(207)		60		197
Mortgage warehouse			769				(115)		—		—		654
			$	42,213			$	2,933	$	(2,719)	$	980	$	43,407

The ~~decrease~~increase in required ACL during the three months ended ~~June 30, 2023~~March 31, 2024 is a function of net charge-offs of ~~$10,789,000~~$1,896,000 and credit loss expense of ~~$3,514,000.~~

~~The decrease in required ACL during the six months ended June 30, 2023 is a function of net charge-offs of $13,004,000 and credit loss expense of $5,167,000.~~$4,909,000.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company uses the discounted cash flow (DCF) method to estimate ACL for the commercial real estate, construction, land development, land, 1-4 family residential, commercial (excluding liquid credit and PPP), and consumer loan pools. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment as a loss driver. The Company also utilizes and forecasts either one-year percentage change in national retail sales (commercial real estate – non multifamily, commercial general, commercial agriculture, commercial asset-based lending, commercial equipment finance, consumer), one-year percentage change in the national home price index (1-4 family residential and construction, land development, land), or one-year percentage change in national gross domestic product (commercial real estate – multifamily) as a second loss driver depending on the nature of the underlying loan pool and how well that loss driver correlates to expected future losses. Consistent forecasts of the loss drivers are used across the loan segments. The Company also forecasts prepayments speeds for use in the DCF models with higher prepayment speeds resulting in lower required ACL levels and vice versa for shorter prepayment speeds. These assumed prepayment speeds are based upon our historical prepayment speeds by loan type adjusted for the expected impact of the future interest rate environment. The impact of these assumed prepayment speeds is lesser in magnitude than the aforementioned loss driver assumptions.

For all DCF models at ~~June 30, 2023,~~March 31, 2024, the Company has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. The Company leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by the Company when developing the forecast metrics. At ~~June 30, 2023~~March 31, 2024 as compared to December 31, ~~2022,~~2023, the Company forecasted ~~a slight decrease~~minimal change in national unemployment, ~~a steeper decrease in~~ one-year percentage change in national retail sales, ~~a decrease in~~ one-year percentage change in the national home price index, and ~~a minimal change in~~ one-year percentage change in national gross domestic product. At ~~June 30, 2023~~March 31, 2024 for national unemployment, the Company projected a low percentage in the first quarter followed by a gradual rise in the following three quarters. For percentage change in national retail sales, the Company projected a ~~near-zero level~~small increase in the first projected quarter followed by a decline to negative levels over the last three projected quarters to a level below recent actual periods. For percentage change in national home price index, the Company projected an increase in the first projected quarter followed by a steep drop to negative levels for ~~all four~~the remaining three quarters with such negative levels peaking in the ~~third~~fourth projected quarter. For percentage change in national gross domestic product, management projected ~~near-zero~~low-to-near-zero growth for each projected quarter with the exception of positive growth in the first projected quarter. At ~~June 30,~~March 31, 2023, the Company ~~slowed~~used its historical prepayment speeds ~~in response to the expected interest rate environment in the macro economy.~~with minimal adjustment.

The Company uses a loss-rate method to estimate expected credit losses for the farmland, liquid credit, factored receivable, and mortgage warehouse loan pools. For each of these loan segments, the Company applies an expected loss ratio based on internal and peer historical losses adjusted as appropriate for qualitative factors. Qualitative loss factors are based on the Company's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. Loss factors used to calculate the required ACL on pools that use the loss-rate method reflect the forecasted economic conditions described above.

For the three months ended June 30, 2023, changes in projected loss drivers and prepayment assumptions over the reasonable and supportable forecast period did not have a meaningful impact on the required ACL. Likewise, changes in loan volume and mix did not have a meaningful impact on the ACL during the period. Decreases in required specific reserves decreased the required ACL by $7,108,000. Net charge-offs during the period were $10,789,000.

~~For the three months ended June 30, 2022,~~March 31, 2024, changes in projected loss drivers and prepayment assumptions over the reasonable and supportable forecast period increased the required ACL by ~~$2,558,000.~~$904,000. Changes in loan volume and mix ~~decreased~~increased the required ACL by ~~$1,624,000.~~$765,000. Increases in required specific reserves increased the required ACL by ~~$919,000.~~$1,345,000. Net charge-offs during the period were ~~$215,000.~~$1,896,000.

For the ~~six~~three months ended ~~June 30,~~March 31, 2023, changes in projected loss drivers and prepayment assumptions over the reasonable and supportable forecast period did not have a meaningful impact on the required ACL. Likewise, changes in loan volume and mix did not have a meaningful impact on the ACL during the period. Decreases in required specific reserves decreased the required ACL by $8,019,000. Net charge-offs during the period were $13,004,000.

~~For the six months ended June 30, 2022,~~ changes in projected loss drivers and prepayment assumptions over the reasonable and supportable forecast period increased the required ACL by ~~$1,541,000.~~$383,000. Decreases in required specific reserves decreased the required ACL at March 31, 2023 by $911,000. Changes in loan volume and mix ~~decreased~~during the ~~required~~three months ended March 31, 2023 did not have a material impact on the ACL ~~by $2,146,000. Increases in required specific reserves increased~~during the ~~required ACL by $1,798,000.~~period. Net charge-offs during the period were ~~$1,739,000.~~$2,215,000.

1915

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans:


(Dollars in thousands)	(Dollars in thousands)	Real Estate				Accounts Receivable		Equipment				Other				Total				ACL Allocation		(Dollars in thousands)				Real Estate	Accounts Receivable	Equipment	Other	Total	ACL Allocation
June 30, 2023
March 31, 2024
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate			$	1,209					$	—			$	179			$	803			$	2,191	$	32
Construction, land development, land	Construction, land development, land	—				—		—				—				—				—
1-4 family residential	1-4 family residential	1,059				—		—				26				1,085				126
Farmland	Farmland	303				—		—				92				395				—
Commercial	Commercial	1,045				—		2,652				2,383				6,080				1,990
Factored receivables	Factored receivables	—				36,951		—				—				36,951				8,004
Consumer	Consumer	—				—		—				180				180				—
Mortgage warehouse	Mortgage warehouse	—				—		—				—				—				—
Total	Total	$	3,616			$	36,951	$	2,831			$	3,484			$	46,882			$	10,152

Commercial loans secured by Other collateral primarily consist of large liquid credit loans secured by the underlying enterprise values of the borrowers.

At ~~June 30, 2023~~March 31, 2024 the balance of the Over-Formula Advance Portfolio included in factored receivables was ~~$4,011,000~~$2,720,000 and was fully reserved. At ~~June 30, 2023~~March 31, 2024 the balance of Misdirected Payments included in factored receivables was $19,361,000 and carried no ACL allocation.


(Dollars in thousands)	(Dollars in thousands)	Real Estate				Accounts Receivable		Equipment				Other				Total				ACL Allocation		(Dollars in thousands)				Real Estate	Accounts Receivable	Equipment	Other	Total	ACL Allocation
December 31, 2022
December 31, 2023
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate			$	1,003					$	—			$	—			$	140			$	1,143	$	283
Construction, land development, land	Construction, land development, land	150				—		—				—				150				—
1-4 family residential	1-4 family residential	1,342				—		—				49				1,391				108
Farmland	Farmland	196				—		108				96				400				—
Commercial	Commercial	193				—		5,334				10,370				15,897				4,737
Factored receivables	Factored receivables	—				42,409		—				—				42,409				13,042
Consumer	Consumer	—				—		—				91				91				—
Mortgage warehouse	Mortgage warehouse	—				—		—				—				—				—
Total	Total	$	2,884			$	42,409	$	5,442			$	10,746			$	61,481			$	18,170

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At December 31, ~~2022~~2023 the balance of the Over-Formula Advance Portfolio included in factored receivables was ~~$8,202,000~~$3,151,000 and carried an ACL allocation of ~~$8,202,000.~~$3,151,000. At December 31, ~~2022~~2023 the balance of Misdirected Payments included in factored receivables was $19,361,000 and carried no ACL allocation.

Past Due and Nonaccrual Loans

The following tables present an aging of contractually past due loans:


(Dollars in thousands)	(Dollars in thousands)	Past Due 30-59 Days				Past Due 60-90 Days		Past Due 90 Days or More				Total Past Due				Current				Total				Past Due 90 Days or More and Accruing		(Dollars in thousands)				Past Due 30-59 Days	Past Due 60-90 Days	Past Due 90 Days or More	Total Past Due	Current	Total	Past Due 90 Days or More and Accruing
June 30, 2023
March 31, 2024
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate			$	—					$	42			$	16			$	58			$	768,653			$	768,711	$	—
Construction, land development, land	Construction, land development, land	—				—		—				—				110,071				110,071				—
1-4 family residential	1-4 family residential	783				157		431				1,371				129,257				130,628				—
Farmland	Farmland	3,848				231		—				4,079				63,834				67,913				—
Commercial	Commercial	4,277				5,242		3,773				13,292				1,205,600				1,218,892				—
Factored receivables	Factored receivables	17,787				3,543		26,819				48,149				1,125,645				1,173,794				26,819
Consumer	Consumer	13				91		108				212				8,197				8,409				—
Mortgage warehouse	Mortgage warehouse	—				—		—				—				846,340				846,340				—
Total	Total	$	26,708			$	9,306	$	31,147			$	67,161			$	4,257,597			$	4,324,758			$	26,819

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~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


(Dollars in thousands)	(Dollars in thousands)	Past Due 30-59 Days				Past Due 60-90 Days		Past Due 90 Days or More				Total Past Due				Current				Total				Past Due 90 Days or More and Accruing		(Dollars in thousands)				Past Due 30-59 Days	Past Due 60-90 Days	Past Due 90 Days or More	Total Past Due	Current	Total	Past Due 90 Days or More and Accruing
December 31, 2022
December 31, 2023
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate			$	1,301					$	—			$	455			$	1,756			$	676,388			$	678,144	$	—
Construction, land development, land	Construction, land development, land	—				—		145				145				90,831				90,976				—
1-4 family residential	1-4 family residential	936				531		776				2,243				123,738				125,981				—
Farmland	Farmland	—				—		—				—				68,934				68,934				—
Commercial	Commercial	1,630				3,139		2,847				7,616				1,243,494				1,251,110				—
Factored receivables	Factored receivables	42,797				12,651		37,142				92,590				1,144,859				1,237,449				37,142
Consumer	Consumer	52				41		2				95				8,773				8,868				—
Mortgage warehouse	Mortgage warehouse	—				—		—				—				658,829				658,829				—
Total	Total	$	46,716			$	16,362	$	41,367			$	104,445			$	4,015,846			$	4,120,291			$	37,142

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, total past due Over-Formula Advances recorded in factored receivables was ~~$4,011,000~~$2,720,000 and ~~$8,202,000,~~$3,151,000, respectively, all of which was considered past due 90 days or more. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Misdirected Payments totaled $19,361,000, all of which was considered past due 90 days or more. Given the nature of factored receivables, these assets are disclosed as past due 90 days or more still accruing; however, the Company is not recognizing income on the assets. Historically, any income recognized on factored receivables that are past due 90 days or more has not been material.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the amortized cost basis of loans on nonaccrual status and the amortized cost basis of loans on nonaccrual status for which there was no related allowance for credit losses:


			June 30, 2023				December 31, 2022
		March 31, 2024												March 31, 2024			December 31, 2023
(Dollars in thousands)	(Dollars in thousands)		Total Nonaccrual		Nonaccrual With No ACL		Total Nonaccrual		Nonaccrual With No ACL		(Dollars in thousands)	Total Nonaccrual	Nonaccrual With No ACL		Total Nonaccrual	Nonaccrual With No ACL
Commercial real estate	Commercial real estate		$	1,933	$	1,818	$	871	$	319
Construction, land development, land	Construction, land development, land		—		—		150		150
1-4 family residential	1-4 family residential		1,085		881		1,391		1,238
Farmland	Farmland		394		394		400		400
Commercial	Commercial		5,501		1,813		15,393		3,662
Factored receivables	Factored receivables		—		—		—		—
Consumer	Consumer		180		180		91		91
Mortgage warehouse	Mortgage warehouse		—		—		—		—
			$	9,093	$	5,086	$	18,296	$	5,860
		$

The following table presents accrued interest on nonaccrual loans reversed through interest income:


		Three Months Ended June 30,					Six Months Ended June 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2023		2022			2023		2022		(Dollars in thousands)	2024	2023
Commercial real estate	Commercial real estate	$	—	$	—		$	16	$	—
Construction, land development, land	Construction, land development, land	—		—			—		—
1-4 family residential	1-4 family residential	6		—			6		—
Farmland	Farmland	—		—			22		—
Commercial	Commercial	1		2			8		6
Factored receivables	Factored receivables	—		—			—		—
Consumer	Consumer	1		—			1		—
Mortgage warehouse	Mortgage warehouse	—		—			—		—
		$	8	$	2		$	53	$	6
						$

There was no interest earned on nonaccrual loans during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~

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~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

2023.

The following table presents information regarding nonperforming loans:

(Dollars in thousands) June 30, 2023 December 31, 2022
Nonaccrual loans $ 9,093 $ 18,296
Factored receivables greater than 90 days past due 22,808 28,940
Other nonperforming factored receivables(1)
61 491
Troubled debt restructurings accruing interest — 503
$ 31,962 $ 48,230

~~(1)Other nonperforming factored receivables represent the portion of the Over-Formula Advance Portfolio that is not covered by~~ ~~Covenant's~~ ~~indemnification as well as other nonperforming factored receivables less than 90 days past due. This amount is also considered Classified from a risk rating perspective.~~


(Dollars in thousands)	March 31, 2024		December 31, 2023
Nonaccrual loans	$	60,206	$	45,677
Factored receivables greater than 90 days past due	23,036		23,181
	$	83,242	$	68,858

Credit Quality Information

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including: current collateral and financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk on a regular basis. Large groups of smaller balance homogeneous loans, such as consumer loans, are analyzed primarily based on payment status. The Company uses the following definitions for risk ratings:

Pass – Pass rated loans have low to average risk and are not otherwise classified.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Classified – Classified loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Certain classified loans have the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal of loan constitutes a current period origination. Generally, current period renewals of credit are re-underwritten at the point of renewal and considered current period originations for purposes of the table below. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, based on the most recent analysis performed, the risk category of loans is as follows:

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


													Revolving Loans		Revolving Loans Converted To Term Loans		Total
(Dollars in thousands)	Year of Origination
March 31, 2024	2024		2023		2022		2021		2020		Prior
Commercial real estate
Pass	$	92,539	$	199,924	$	83,837	$	97,330	$	113,473	$	47,604	$	89,347	$	290	$	724,344
Classified	—		91,421		652		1,576		1,691		37		—		—		95,377
Total commercial real estate	$	92,539	$	291,345	$	84,489	$	98,906	$	115,164	$	47,641	$	89,347	$	290	$	819,721
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Construction, land development, land
Pass	$	133,598	$	80,863	$	1,010	$	1,014	$	282	$	3,073	$	2,629	$	—	$	222,469
Classified	—		—		—		390		—		—		—		—		390
Total construction, land development, land	$	133,598	$	80,863	$	1,010	$	1,404	$	282	$	3,073	$	2,629	$	—	$	222,859
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	14	$	—	$	—	$	14

1-4 family residential
Pass	$	8,604	$	22,255	$	16,166	$	19,237	$	6,823	$	22,356	$	33,178	$	382	$	129,001
Classified	291		4		1		95		—		534		274		—		1,199
Total 1-4 family residential	$	8,895	$	22,259	$	16,167	$	19,332	$	6,823	$	22,890	$	33,452	$	382	$	130,200
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Farmland
Pass	$	5,005	$	9,152	$	13,306	$	5,279	$	7,658	$	15,613	$	1,206	$	81	$	57,300
Classified	604		73		—		—		16		438		—		—		1,131
Total farmland	$	5,609	$	9,225	$	13,306	$	5,279	$	7,674	$	16,051	$	1,206	$	81	$	58,431
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial
Pass	$	76,575	$	251,965	$	147,139	$	62,593	$	37,932	$	22,869	$	481,738	$	1,072	$	1,081,883
Classified	—		48,679		16,781		11,342		2,029		126		30		—		78,987
Total commercial	$	76,575	$	300,644	$	163,920	$	73,935	$	39,961	$	22,995	$	481,768	$	1,072	$	1,160,870
YTD gross charge-offs	$	—	$	503	$	1	$	43	$	37	$	—	$	—	$	—	$	584

Factored receivables
Pass	$	1,114,159	$	—	$	—	$	—	$	2,720	$	—	$	—	$	—	$	1,116,879
Classified	17,807		—		—		—		19,361		—		—		—		37,168
Total factored receivables	$	1,131,966	$	—	$	—	$	—	$	22,081	$	—	$	—	$	—	$	1,154,047
YTD gross charge-offs	$	—	$	1,558	$	—	$	—	$	—	$	—	$	—	$	—	$	1,558

Consumer
Pass	$	1,212	$	2,532	$	1,182	$	482	$	326	$	1,250	$	17	$	2	$	7,003
Classified	—		18		—		77		—		59		19		—		173
Total consumer	$	1,212	$	2,550	$	1,182	$	559	$	326	$	1,309	$	36	$	2	$	7,176
YTD gross charge-offs	$	—	$	105	$	12	$	—	$	—	$	—	$	—	$	—	$	117

Mortgage warehouse
Pass	$	641,816	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	641,816
Classified	—		—		—		—		—		—		—		—		—
Total mortgage warehouse	$	641,816	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	641,816
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total loans
Pass	$	2,073,508	$	566,691	$	262,640	$	185,935	$	169,214	$	112,765	$	608,115	$	1,827	$	3,980,695
Classified	18,702		140,195		17,434		13,480		23,097		1,194		323		—		214,425
Total loans	$	2,092,210	$	706,886	$	280,074	$	199,415	$	192,311	$	113,959	$	608,438	$	1,827	$	4,195,120
YTD gross charge-offs	$	—	$	2,166	$	13	$	43	$	37	$	14	$	—	$	—	$	2,273

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


													Revolving Loans		Revolving Loans Converted To Term Loans		Total
(Dollars in thousands)	Year of Origination
December 31, 2023	2023		2022		2021		2020		2019		Prior
Commercial real estate
Pass	$	244,388	$	119,169	$	98,484	$	116,078	$	16,351	$	34,724	$	88,547	$	159	$	717,900
Classified	91,456		665		1,630		1,016		37		—		—		—		94,804
Total commercial real estate	$	335,844	$	119,834	$	100,114	$	117,094	$	16,388	$	34,724	$	88,547	$	159	$	812,704
YTD gross charge-offs	$	108	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	108

Construction, land development, land
Pass	$	91,557	$	34,683	$	1,668	$	2,996	$	2,928	$	276	$	2,612	$	—	$	136,720
Classified	—		—		—		—		—		—		—		—		—
Total construction, land development, land	$	91,557	$	34,683	$	1,668	$	2,996	$	2,928	$	276	$	2,612	$	—	$	136,720
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

1-4 family residential
Pass	$	22,637	$	16,336	$	19,542	$	7,229	$	2,462	$	20,950	$	35,373	$	174	$	124,703
Classified	296		1		99		—		40		590		187		—		1,213
Total 1-4 family residential	$	22,933	$	16,337	$	19,641	$	7,229	$	2,502	$	21,540	$	35,560	$	174	$	125,916
YTD gross charge-offs	$	5	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	5

Farmland
Pass	$	13,140	$	13,628	$	5,586	$	7,876	$	2,296	$	18,542	$	1,359	$	155	$	62,582
Classified	677		—		—		18		86		205		—		—		986
Total farmland	$	13,817	$	13,628	$	5,586	$	7,894	$	2,382	$	18,747	$	1,359	$	155	$	63,568
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial
Pass	$	269,496	$	196,731	$	79,125	$	61,440	$	24,583	$	10,476	$	472,269	$	370	$	1,114,490
Classified	27,547		19,441		5,462		3,291		24		80		30		—		55,875
Total commercial	$	297,043	$	216,172	$	84,587	$	64,731	$	24,607	$	10,556	$	472,299	$	370	$	1,170,365
YTD gross charge-offs	$	100	$	4,619	$	4,493	$	499	$	44	$	49	$	—	$	—	$	9,804

Factored receivables
Pass	$	1,075,428	$	—	$	—	$	3,151	$	—	$	—	$	—	$	—	$	1,078,579
Classified	18,714		—		—		19,361		—		—		—		—		38,075
Total factored receivables	$	1,094,142	$	—	$	—	$	22,512	$	—	$	—	$	—	$	—	$	1,116,654
YTD gross charge-offs	$	5,374	$	2,293	$	—	$	3,330	$	—	$	—	$	—	$	—	$	10,997

Consumer
Pass	$	4,141	$	1,442	$	593	$	406	$	83	$	1,488	$	40	$	—	$	8,193
Classified	19		—		83		1		—		30		—		—		133
Total consumer	$	4,160	$	1,442	$	676	$	407	$	83	$	1,518	$	40	$	—	$	8,326
YTD gross charge-offs	$	519	$	25	$	12	$	3	$	—	$	4	$	—	$	—	$	563

Mortgage warehouse
Pass	$	728,847	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	728,847
Classified	—		—		—		—		—		—		—		—		—
Total mortgage warehouse	$	728,847	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	728,847
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total loans
Pass	$	2,449,634	$	381,989	$	204,998	$	199,176	$	48,703	$	86,456	$	600,200	$	858	$	3,972,014
Classified	138,709		20,107		7,274		23,687		187		905		217		—		191,086
Total loans	$	2,588,343	$	402,096	$	212,272	$	222,863	$	48,890	$	87,361	$	600,417	$	858	$	4,163,100
YTD gross charge-offs	$	6,106	$	6,937	$	4,505	$	3,832	$	44	$	53	$	—	$	—	$	21,477

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TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Loan Modifications to Borrowers Experiencing Financial Difficulty

The following tables present the amortized cost basis of loan modifications to borrowers experiencing financial difficulty made during the reporting period:


	Term Extension
	Three Months Ended
(Dollars in thousands)	Amortized Cost		% of Portfolio
March 31, 2024
Commercial real estate	$	195	—	%

1-4 family residential	271		0.2	%
Farmland	604		1.0	%
Commercial	690		0.1	%



	$	1,760	—	%

March 31, 2023
Commercial real estate	$	119	—	%



Commercial	895		0.1	%



	$	1,014	—	%

Payment Delay

Three Months Ended

(Dollars in thousands)

Amortized Cost

% of Portfolio

March 31, 2023

Commercial real estate

755

0.1

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty:


			Term Extension
			Three Months Ended
March 31, 2024
Commercial real estate			Modification added a weighted average 0.3 years to the life of the modified loans.

1-4 family residential			Modification added a weighted average 0.3 years to the life of the modified loans.
Farmland			Modification added a weighted average 0.3 years to the life of the modified loans.
Commercial			Modification added a weighted average 0.3 years to the life of the modified loans.




March 31, 2023
Commercial real estate			Modification added a weighted average 0.3 years to the life of the modified loans.



Commercial			Modification added a weighted average 0.3 years to the life of the modified loans.


			Payment Delay
			Three Months Ended










March 31, 2023
Commercial real estate			Modification provided a weighted average payment delay of 0.5 years.

Generally, if a loan to a borrower experiencing financial difficulty is modified, the Company will seek to obtain credit enhancements when possible.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revolving
Loans Revolving
Loans
Converted
To Term
Loans Total
(Dollars in thousands) Year of Origination
June 30, 2023 2023 2022 2021 2020 2019 Prior
Commercial real estate
Pass $ 81,407 $ 189,531 $ 155,250 $ 188,216 $ 24,049 $ 41,734 $ 80,562 $ 174 $ 760,923
Classified 872 3,177 732 2,953 38 16 — — 7,788
Total commercial real estate $ 82,279 $ 192,708 $ 155,982 $ 191,169 $ 24,087 $ 41,750 $ 80,562 $ 174 $ 768,711
YTD gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Construction, land development, land
Pass $ 39,791 $ 54,122 $ 6,494 $ 3,361 $ 3,006 $ 392 $ 2,905 $ — $ 110,071
Classified — — — — — — — — —
Total construction, land development, land $ 39,791 $ 54,122 $ 6,494 $ 3,361 $ 3,006 $ 392 $ 2,905 $ — $ 110,071
YTD gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
1-4 family residential
Pass $ 14,577 $ 23,352 $ 20,376 $ 8,345 $ 2,639 $ 22,464 $ 37,263 $ 182 $ 129,198
Classified 317 23 127 5 53 789 116 — 1,430
Total 1-4 family residential $ 14,894 $ 23,375 $ 20,503 $ 8,350 $ 2,692 $ 23,253 $ 37,379 $ 182 $ 130,628
YTD gross charge-offs $ — $ — $ — $ — $ — $ 5 $ — $ — $ 5
Farmland
Pass $ 6,801 $ 14,731 $ 6,437 $ 8,275 $ 2,541 $ 21,301 $ 1,640 $ 172 $ 61,898
Classified 4,702 895 — 21 99 298 — — 6,015
Total farmland $ 11,503 $ 15,626 $ 6,437 $ 8,296 $ 2,640 $ 21,599 $ 1,640 $ 172 $ 67,913
YTD gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial
Pass $ 191,873 $ 273,932 $ 112,284 $ 102,327 $ 35,368 $ 14,440 $ 467,359 $ 816 $ 1,198,399
Classified 1,069 9,873 6,490 1,977 33 168 883 — 20,493
Total commercial $ 192,942 $ 283,805 $ 118,774 $ 104,304 $ 35,401 $ 14,608 $ 468,242 $ 816 $ 1,218,892
YTD gross charge-offs $ 1 $ 598 $ 4,395 $ 342 $ 10 $ — $ — $ — $ 5,346
Factored receivables
Pass $ 1,138,485 $ — $ — $ 3,950 $ — $ — $ — $ — $ 1,142,435
Classified 11,937 — — 19,422 — — — — 31,359
Total factored receivables $ 1,150,422 $ — $ — $ 23,372 $ — $ — $ — $ — $ 1,173,794
YTD gross charge-offs $ 2,490 $ 2,293 $ — $ 3,330 $ — $ — $ — $ — $ 8,113
Consumer
Pass $ 2,277 $ 2,064 $ 920 $ 599 $ 209 $ 2,109 $ 61 $ — $ 8,239
Classified — — 99 — — 71 — — 170
Total consumer $ 2,277 $ 2,064 $ 1,019 $ 599 $ 209 $ 2,180 $ 61 $ — $ 8,409
YTD gross charge-offs $ 242 $ 13 $ 11 $ 3 $ — $ 2 $ — $ — $ 271
Mortgage warehouse
Pass $ 846,340 $ — $ — $ — $ — $ — $ — $ — $ 846,340
Classified — — — — — — — — —
Total mortgage warehouse $ 846,340 $ — $ — $ — $ — $ — $ — $ — $ 846,340
YTD gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Total loans
Pass $ 2,321,551 $ 557,732 $ 301,761 $ 315,073 $ 67,812 $ 102,440 $ 589,790 $ 1,344 $ 4,257,503
Classified 18,897 13,968 7,448 24,378 223 1,342 999 — 67,255
Total loans $ 2,340,448 $ 571,700 $ 309,209 $ 339,451 $ 68,035 $ 103,782 $ 590,789 $ 1,344 $ 4,324,758
YTD gross charge-offs $ 2,733 $ 2,904 $ 4,406 $ 3,675 $ 10 $ 7 $ — $ — $ 13,735

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Revolving
Loans Revolving
Loans
Converted
To Term
Loans Total
(Dollars in thousands) Year of Origination
December 31, 2022 2022 2021 2020 2019 2018 Prior
Commercial real estate
Pass $ 231,427 $ 156,895 $ 198,541 $ 28,033 $ 17,786 $ 35,658 $ 3,675 $ — $ 672,015
Classified 3,668 551 1,855 39 — 16 — — 6,129
Total commercial real estate $ 235,095 $ 157,446 $ 200,396 $ 28,072 $ 17,786�� $ 35,674 $ 3,675 $ — $ 678,144
Construction, land development, land
Pass $ 71,236 $ 11,328 $ 4,535 $ 3,186 $ 35 $ 506 $ — $ — $ 90,826
Classified — — 5 — — 145 — — 150
Total construction, land development, land $ 71,236 $ 11,328 $ 4,540 $ 3,186 $ 35 $ 651 $ — $ — $ 90,976
1-4 family residential
Pass $ 26,306 $ 22,639 $ 9,536 $ 2,929 $ 3,528 $ 20,910 $ 38,361 $ 300 $ 124,509
Classified 137 199 7 53 1 1,006 69 — 1,472
Total 1-4 family residential $ 26,443 $ 22,838 $ 9,543 $ 2,982 $ 3,529 $ 21,916 $ 38,430 $ 300 $ 125,981
Farmland
Pass $ 18,190 $ 7,291 $ 10,027 $ 2,699 $ 6,742 $ 18,569 $ 1,016 $ 204 $ 64,738
Classified 1,062 2,796 120 108 — 110 — — 4,196
Total farmland $ 19,252 $ 10,087 $ 10,147 $ 2,807 $ 6,742 $ 18,679 $ 1,016 $ 204 $ 68,934
Commercial
Pass $ 358,983 $ 181,933 $ 136,635 $ 41,912 $ 5,842 $ 12,145 $ 486,889 $ 161 $ 1,224,500
Classified 10,721 10,579 3,767 1,038 96 116 293 — 26,610
Total commercial $ 369,704 $ 192,512 $ 140,402 $ 42,950 $ 5,938 $ 12,261 $ 487,182 $ 161 $ 1,251,110
Factored receivables
Pass $ 1,196,912 $ — $ 7,710 $ — $ — $ — $ — $ — $ 1,204,622
Classified 12,974 — 19,853 — — — — — 32,827
Total factored receivables $ 1,209,886 $ — $ 27,563 $ — $ — $ — $ — $ — $ 1,237,449
Consumer
Pass $ 2,768 $ 1,981 $ 894 $ 304 $ 266 $ 2,418 $ 147 $ — $ 8,778
Classified — 1 2 — 8 79 — — 90
Total consumer $ 2,768 $ 1,982 $ 896 $ 304 $ 274 $ 2,497 $ 147 $ — $ 8,868
Mortgage warehouse
Pass $ 658,829 $ — $ — $ — $ — $ — $ — $ — $ 658,829
Classified — — — — — — — — —
Total mortgage warehouse $ 658,829 $ — $ — $ — $ — $ — $ — $ — $ 658,829
Total loans
Pass $ 2,564,651 $ 382,067 $ 367,878 $ 79,063 $ 34,199 $ 90,206 $ 530,088 $ 665 $ 4,048,817
Classified 28,562 14,126 25,609 1,238 105 1,472 362 — 71,474
Total loans $ 2,593,213 $ 396,193 $ 393,487 $ 80,301 $ 34,304 $ 91,678 $ 530,450 $ 665 $ 4,120,291

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Loan Modifications to Borrowers Experiencing Financial Difficulty~~

The following table presents the ~~amortized cost basis at the end of the reporting period of the loans modifications to borrowers experiencing financial difficulty:~~

Term Extension
Three Months Ended June 30, 2023 Six Months Ended June 30, 2023
(Dollars in thousands) Amortized Cost % of Portfolio Amortized Cost % of Portfolio
Commercial real estate $ 116 — % $ 116 — %
Commercial — — % 1,218 0.1 %

~~The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:~~

~~Term Extension~~

~~Three Months Ended June 30, 2023~~

~~Six Months Ended June 30, 2023~~

~~Commercial real estate~~

~~Modification added a weighted average 0.3 years to the life of the modified loans, which did not have a material impact on cash flows.~~

~~Commercial~~

~~N/A~~

~~Modification added a weighted average 0.3 years to the life of the modified loans, which did not have a material impact on cash flows.~~

Payment Delay
Three Months Ended June 30, 2023 Six Months Ended June 30, 2023
(Dollars in thousands) Amortized Cost % of Portfolio Amortized Cost % of Portfolio
Commercial real estate $ — — % $ 756 0.1 %

~~The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:~~

~~Payment Delay~~

~~Six Months Ended June 30, 2023~~

~~Commercial real estate~~

~~Modification allowed for a weighted average 0.5 years of interest only payments with remaining balances due at maturity.~~

~~The following table presents the performance~~payment status of loans that have been modified in the last twelve months:


	~~June 30, 2023~~March 31, 2024
(Dollars in thousands)	Current		Past Due 30-89 Days		Past Due 90 Days or More
Commercial real estate	$	~~872~~106,960	$	—	$	—

1-4 family residential	271		—		—
Farmland	604		—		—
Commercial	~~1,218~~22,779		—		—



	$	~~2,090~~130,614	$	—	$	—

At ~~June 30, 2023,~~March 31, 2024, the Company had no commitments to lend additional funds to borrowers experiencing financial difficulty for which the Company modified the terms of the loans in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension during the current period.

There were no loans to borrowers experiencing financial difficulty that had a payment default during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 and were modified in the twelve months prior to that default. Default is determined at 90 or more days past due, upon charge-off, or upon foreclosure. Modified loans in default are individually evaluated for the allowance for credit losses or if the modified loan is deemed uncollectible, the loan, or a portion of the loan, is written off and the allowance for credit losses is adjusted accordingly.

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Residential Real Estate Loans In Process of Foreclosure

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company had ~~$0 and $129,000, respectively, in~~no 1-4 family residential real estate loans for which formal foreclosure proceedings were in process.

NOTE 54 — GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of the following:

(Dollars in thousands)

June 30, 2023

December 31, 2022

(Dollars in thousands)

March 31, 2024

December 31, 2023

Goodwill

233,709


		June 30, 2023						December 31, 2022
	March 31, 2024																March 31, 2024				December 31, 2023
(Dollars in thousands)	(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		(Dollars in thousands)	Gross Carrying Amount	Accumulated Amortization		Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization		Net Carrying Amount
Core deposit intangibles	Core deposit intangibles	$	43,578	$	(36,802)	$	6,776	$	43,578	$	(35,347)	$	8,231
Customer relationship intangibles
Software intangible assets	Software intangible assets	16,932		(8,819)		8,113		16,932		(6,702)		10,230
Other intangible assets	Other intangible assets	33,452		(19,092)		14,360		30,410		(16,813)		13,597
		$	93,962	$	(64,713)	$	29,249	$	90,920	$	(58,862)	$	32,058
	$

The changes in goodwill and intangible assets during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ are as follows:

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2023 2022 2023 2022
Beginning balance $ 265,959 $ 269,119 $ 265,767 $ 276,856
Acquired intangible assets — — 3,042 —
Acquired goodwill - measurement period adjustment — — — (18)
Goodwill transferred to assets held for sale — 3,217 — (3,217)
Intangible assets transferred to assets held for sale — 1,394 — (1,394)
Goodwill transferred from assets held for sale — — — 3,217
Intangible assets transferred from assets held for sale — — — 1,394
Amortization of intangibles (3,001) (3,064) (5,851) (6,172)
Ending balance $ 262,958 $ 270,666 $ 262,958 $ 270,666

~~NOTE 6 — DERIVATIVE FINANCIAL INSTRUMENTS~~

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s interest bearing deposits.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Beginning in June 2020, such derivatives were used to hedge the variable cash flows associated with interest bearing deposits.


	Three Months Ended March 31,
(Dollars in thousands)		2024		2023
Beginning balance		$	257,355	$	265,767

Acquired intangible assets		2,920		3,042





Amortization of intangibles		(2,724)		(2,850)
Ending balance		$	257,551	$	265,959

2623

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative is settled or terminated, or treatment of the derivative as a hedge is no longer appropriate or intended. During the three months ended March 31, 2022, the Company terminated its single derivative with a notional value totaling $200,000,000, resulting in a termination value of $9,316,000. During the three months ended March 31, 2022 and June 30, 2022, the Company reclassified $233,000 and $232,000, respectively, into earnings through interest expense in the consolidated statements of income. During the three months ended June 30, 2022, the Company terminated the hedged funding, incurring a termination fee of $732,000, which was recognized through interest expense in the consolidated statements of income, and reclassified the remaining $8,851,000 unrealized gain on the terminated derivative into earnings through other noninterest income in the consolidated statements of income.

~~The following table presents the pre-tax impact of the terminated cash flow hedge on AOCI:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2023 2022 2023 2022
Unrealized gains on terminated hedges
Beginning Balance $ — $ 9,083 $ — $ —
Unrealized gains arising during the period — — — 9,316
Reclassification adjustments for amortization of unrealized (gains) into net income — (9,083) — (9,316)
Ending Balance $ — $ — $ — $ —

~~The Company did not have any derivative financial instruments at June 30, 2023 and December 31, 2022.~~

~~The table below presents the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income, net of tax:~~

Amount of
Gain or (Loss)
Recognized
in OCI on
Derivative Amount of
Gain or (Loss)
Recognized in
OCI Included
Component Location of
(Gain) or Loss
Recognized from
AOCI into
Income Amount of
(Gain) or Loss
Reclassified
from AOCI
into Income Amount of
(Gain) or Loss
Reclassified
from AOCI
into Income
Included
Component
(Dollars in thousands)
Three Months Ended June 30, 2022
Derivatives in cash flow hedging relationships:
Interest rate swaps $ — $ — Interest Expense $ (6,939) $ (6,939)
Six Months Ended June 30, 2022
Derivatives in cash flow hedging relationships:
Interest rate swaps $ 2,398 $ 2,398 Interest Expense $ 7,103 $ 7,103

NOTE 75 — VARIABLE INTEREST ENTITIES

Collateralized Loan Obligation Funds – Closed

The Company holds investments in the subordinated notes of the following closed Collateralized Loan Obligation (“CLO”) funds:


(Dollars in thousands)	Offering Date	Offering Amount
Trinitas CLO IV, LTD (Trinitas IV)	June 2, 2016	$	406,650
Trinitas CLO V, LTD (Trinitas V)	September 22, 2016	$	409,000
Trinitas CLO VI, LTD (Trinitas VI)	June 20, 2017	$	717,100

The net carrying amounts of the Company’s investments in the subordinated notes of the CLO funds, which represent the Company’s maximum exposure to loss as a result of its involvement with the CLO funds, totaled ~~$3,380,000~~$3,010,000 and ~~$4,077,000~~$2,977,000 at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and are classified as held to maturity securities within the Company’s consolidated balance sheets.

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The Company performed a consolidation analysis to confirm whether the Company was required to consolidate the assets, liabilities, equity or operations of the closed CLO funds in its financial statements. The Company concluded that the closed CLO funds were variable interest entities and that the Company holds variable interests in the entities in the form of its investments in the subordinated notes of entities. However, the Company also concluded that the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. As a result, the Company was not the primary beneficiary and therefore was not required to consolidate the assets, liabilities, equity, or operations of the closed CLO funds in the Company’s financial statements.

NOTE 86 — LEGAL CONTINGENCIES

~~Various~~The Company, through its direct and indirect wholly owned subsidiaries, has purchased and received payments on accounts receivable payable to Surge Transportation, Inc. (‘Surge’), a licensed freight broker, as part of factoring services provided to such entity. On July 24, 2023, Surge filed for Chapter 11 Bankruptcy in the US Bankruptcy Court in the Middle District of Florida. In connection with the bankruptcy proceedings, certain claimants comprised of motor carriers, contingency collection agents, and factoring companies filed complaints alleging that such entities have an ownership interest in, or other rights to, amounts paid to the Company in respect of such purchased accounts receivable. The Court has not yet ruled on such complaints. In the event of an adverse ruling with respect to such complaints, Triumph may be required to disgorge or pay to such claimants all or a portion of the amounts it has collected on such receivables. The Company and litigants are finalizing conditional settlements of all claims in conjunction with a Plan of Reorganization which was filed by Surge on March 29, 2024. The Plan is not yet confirmed. Due to the uncertainty of the existence of or extent of any loss exposure, Triumph is unable to calculate any reserve loss at this time.

Additionally, other various legal claims have arisen from time to time in the normal course of business which, in the opinion of management as of ~~June 30, 2023,~~March 31, 2024, will have no material effect on the Company’s consolidated financial statements.

NOTE 97 — OFF-BALANCE SHEET LOAN COMMITMENTS

From time to time, the Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet financial instruments.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The contractual amounts of financial instruments with off-balance sheet risk were as follows:


		June 30, 2023						December 31, 2022
	March 31, 2024																March 31, 2024				December 31, 2023
(Dollars in thousands)	(Dollars in thousands)	Fixed Rate		Variable Rate		Total		Fixed Rate		Variable Rate		Total		(Dollars in thousands)	Fixed Rate	Variable Rate		Total	Fixed Rate	Variable Rate		Total
Unused lines of credit	Unused lines of credit	$	6,064	$	577,064	$	583,128	$	1,417	$	487,965	$	489,382
Standby letters of credit	Standby letters of credit	$	17,649	$	8,398	$	26,047	$	12,309	$	4,897	$	17,206
Commitments to purchase loans	Commitments to purchase loans	$	—	$	37,321	$	37,321	$	—	$	53,572	$	53,572
Mortgage warehouse commitments	Mortgage warehouse commitments	$	—	$	758,651	$	758,651	$	—	$	1,055,117	$	1,055,117

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by the Company, upon extension of credit, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer, the Company has rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. The credit risk to the Company in issuing letters of credit is essentially the same as that involved in extending loan facilities to its customers.

Commitments to purchase loans represent loans purchased by the Company that have not yet settled.

Mortgage warehouse commitments are unconditionally cancellable and represent the unused capacity on mortgage warehouse facilities the Company has approved. The Company reserves the right to refuse to buy any mortgage loans offered for sale by a customer, for any reason, at the Company’s sole and absolute discretion.

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The Company records an allowance for credit losses on off-balance sheet credit exposures through a charge to credit loss expense on the Company’s consolidated statements of income. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the allowance for credit losses on off-balance sheet credit exposures totaled ~~$3,265,000~~$3,880,000 and ~~$3,606,000,~~$2,838,000, respectively, and was included in other liabilities on the Company’s consolidated balance sheets. The following table presents credit loss expense for off balance sheet credit exposures:


		Three Months Ended June 30,				Six Months Ended June 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2023		2022		2023		2022		(Dollars in thousands)	2024	2023
Credit loss expense (benefit)	Credit loss expense (benefit)	$	(1,162)	$	932	$	(343)	$	196

NOTE 108 — FAIR VALUE DISCLOSURES

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with the methodologies disclosed in Note 1716 of the Company’s ~~2022~~2023 Form 10-K.

2925

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets and liabilities measured at fair value on a recurring basis are summarized in the table below.


(Dollars in thousands)	(Dollars in thousands)		Fair Value Measurements Using						Total Fair Value		(Dollars in thousands)	Fair Value Measurements Using	Total Fair Value
June 30, 2023			Level 1		Level 2		Level 3
March 31, 2024
Assets measured at fair value on a recurring basis
Assets measured at fair value on a recurring basis
Assets measured at fair value on a recurring basis	Assets measured at fair value on a recurring basis
Securities available for sale	Securities available for sale
Securities available for sale
Securities available for sale
Mortgage-backed securities, residential
Mortgage-backed securities, residential
Mortgage-backed securities, residential	Mortgage-backed securities, residential		$	—	$	45,829	$	—	$	45,829
Asset-backed securities	Asset-backed securities		—		1,252		—		1,252
State and municipal	State and municipal		—		5,195		—		5,195
CLO securities	CLO securities		—		249,079		—		249,079
Corporate bonds	Corporate bonds		—		760		—		760
SBA pooled securities	SBA pooled securities		—		1,664		—		1,664
			$	—	$	303,779	$	—	$	303,779
		$

Equity securities with readily determinable fair values	Equity securities with readily determinable fair values
Equity securities with readily determinable fair values
Equity securities with readily determinable fair values
Mutual fund
Mutual fund
Mutual fund	Mutual fund		$	4,426	$	—	$	—	$	4,426

Loans held for sale	Loans held for sale		$	—	$	95	$	—	$	95
Loans held for sale
Loans held for sale

Indemnification asset
Indemnification asset
Indemnification asset	Indemnification asset		$	—	$	—	$	1,905	$	1,905

Revenue share asset	Revenue share asset		$	—	$	—	$	3,053	$	3,053
Revenue share asset
Revenue share asset

Liabilities measured at fair value on a recurring basis
Return of premium liability			$	—	$	—	$	376	$	376


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
December 31, 2023	Level 1		Level 2		Level 3
Assets measured at fair value on a recurring basis
Securities available for sale
Mortgage-backed securities, residential	$	—	$	55,839	$	—	$	55,839
Asset-backed securities	—		1,170		—		1,170
State and municipal	—		4,515		—		4,515
CLO Securities	—		236,291		—		236,291
Corporate bonds	—		275		—		275
SBA pooled securities	—		1,554		—		1,554
	$	—	$	299,644	$	—	$	299,644

Equity securities with readily determinable fair values
Mutual fund	$	4,488	$	—	$	—	$	4,488

Loans held for sale	$	—	$	1,236	$	—	$	1,236

Indemnification asset	$	—	$	—	$	1,497	$	1,497

Revenue share asset	$	—	$	—	$	2,516	$	2,516

There were no transfers between levels during 2024 or 2023.

3026

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands) Fair Value Measurements Using Total
Fair Value
December 31, 2022 Level 1 Level 2 Level 3
Assets measured at fair value on a recurring basis
Securities available for sale
Mortgage-backed securities, residential $ — $ 50,633 $ — $ 50,633
Asset-backed securities — 6,331 — 6,331
State and municipal — 13,438 — 13,438
CLO Securities — 181,011 — 181,011
Corporate bonds — 1,263 — 1,263
SBA pooled securities — 1,828 — 1,828
$ — $ 254,504 $ — $ 254,504
Equity securities with readily determinable fair values
Mutual fund $ 5,191 $ — $ — $ 5,191
Loans held for sale $ — $ 5,641 $ — $ 5,641
Indemnification asset $ — $ — $ 3,896 $ 3,896
Revenue share asset $ — $ — $ 5,515 $ 5,515
Liabilities measured at fair value on a recurring basis
Return of premium liability $ — $ — $ 575 $ 575

~~There were no transfers between levels during 2023 or 2022.~~

Indemnification Asset

The fair value of the indemnification asset is calculated as the present value of the estimated cash payments expected to be received from Covenant for probable losses on the covered Over-Formula Advance Portfolio acquired during 2020. The cash flows are discounted at a rate to reflect the uncertainty of the timing and receipt of the payments from Covenant. The indemnification asset is reviewed quarterly and changes to the asset are recorded as adjustments to other noninterest income or expense, as appropriate, within the Consolidated Statements of Income. The indemnification asset fair value is considered a Level 3 classification. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the estimated cash payments expected to be received from Covenant for probable losses on the covered Over-Formula Advance Portfolio were approximately ~~$2,006,000~~$1,360,000 and ~~$4,101,000,~~$1,575,000, respectively, and a discount rate of 5.0% and 5.0%, respectively, was applied to calculate the present value of the indemnification asset. A reconciliation of the opening balance to the closing balance of the fair value of the indemnification asset is as follows:

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2023 2022 2023 2022
Beginning balance $ 3,691 $ 4,582 $ 3,896 $ 4,786
Indemnification asset recognized in business combination — — — —
Change in fair value of indemnification asset recognized in earnings (121) (205) (326) (409)
Indemnification reduction (1,665) — (1,665) —
Ending balance $ 1,905 $ 4,377 $ 1,905 $ 4,377

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	Three Months Ended March 31,
(Dollars in thousands)	2024		2023
Beginning balance	$	1,497	$	3,896
Indemnification asset recognized in business combination	—		—
Change in fair value of indemnification asset recognized in earnings	(205)		(205)
Indemnification reduction	—		—
Ending balance	$	1,292	$	3,691

Revenue Share Asset

On June 30, 2022 and September 6, 2022, the Company entered into and closed two separate agreements to sell two separate portfolios of factored receivables. The June 30, 2022 agreement contains revenue share provisions that entitles the Company to an amount equal to fifteen percent of the future gross monthly revenue of the clients associated with the sold factored receivable portfolio. The September 6, 2022 agreement contains revenue share provisions that entitles the Company to an amount ranging from fifteen to twenty percent, depending on the client, of the future gross monthly revenue of the clients associated with the sold factored receivable portfolio. The fair value of the revenue share assets is calculated each reporting period, and changes in the fair value of the revenue share assets are recorded in noninterest income in the consolidated statements of income. The revenue share asset fair value is considered a Level 3 classification.

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the estimated cash payments expected to be received from the purchaser for the Company's share of future gross monthly revenue as ~~$4,060,000~~$3,590,000 and ~~$7,613,000,~~$3,329,000, respectively, and a discount rate of 10.0% was applied to calculate the present value of the revenue share asset. A reconciliation of the opening balance to the closing balance of the fair value of the revenue share asset is as follows:

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2023 2022 2023 2022
Beginning balance $ 4,532 $ — $ 5,515 $ —
Revenue share asset recognized — 5,210 — 5,210
Change in fair value of revenue share asset recognized in earnings (1,169) — (1,789) —
Revenue share payments received (310) — (673) —
Ending balance $ 3,053 $ 5,210 $ 3,053 $ 5,210

~~Return of Premium Liability~~

On June 23, 2022, the Company made the decision to sell and closed on the sale of a portfolio of equipment loans for cash consideration. The associated agreement contains a provision that in the event that a sold loan is prepaid in full prior to the due date of the final scheduled contractual payment, the Company will return a pro-rata portion of the premium calculated as of the date of such prepayment in full. The fair value of the return of premium liability is calculated each reporting period, and changes in the fair value of the return of premium liability are recorded in noninterest income in the consolidated statements of income. The return of premium liability is considered a Level 3 classification. At June 30, 2023 and December 31, 2022, the fair value of the estimated premium expected to be returned to the purchaser for sold loans prepaid in full was calculated as the difference between the discounted cash flows of each sold loan assuming no prepayments and the discounted cash flows of each sold loan assuming an 11.0% and 11.0% prepayment speed, respectively; consistent with management's expected prepayment speed. A reconciliation of the opening balance to the closing balance of the fair value of the return of premium liability is as follows:


		Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)	(Dollars in thousands)	2023		2022		2023		2022
Beginning balance	Beginning balance	$	476	$	—	$	575	$	—
Return of premium liability recognized		—		708		—		708
Change in fair value of return of premium liability recognized in earnings		(100)		—		(199)		—
Return of premium payments made		—		—		—		—
Beginning balance
Beginning balance
Revenue share asset recognized
Revenue share asset recognized
Revenue share asset recognized
Change in fair value of revenue share asset recognized in earnings
Change in fair value of revenue share asset recognized in earnings
Change in fair value of revenue share asset recognized in earnings
Revenue share payments received
Revenue share payments received
Revenue share payments received
Ending balance	Ending balance	$	376	$	708	$	376	$	708
Ending balance
Ending balance

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets measured at fair value on a non-recurring basis are summarized in the table below. There were no liabilities measured at fair value on a non-recurring basis at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.


(Dollars in thousands)	(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value		(Dollars in thousands)	Fair Value Measurements Using	Total Fair Value
June 30, 2023		Level 1		Level 2		Level 3
March 31, 2024
Collateral dependent loans	Collateral dependent loans
Collateral dependent loans
Collateral dependent loans
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate	$	—	$	—	$	84	$	84
1-4 family residential	1-4 family residential	—		—		79		79
Commercial	Commercial	—		—		2,227		2,227
Factored receivables	Factored receivables	—		—		28,947		28,947

		$
		$	—	$	—	$	31,337	$	31,337

		$

		$


(Dollars in thousands)	(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value		(Dollars in thousands)	Fair Value Measurements Using	Total Fair Value
December 31, 2022		Level 1		Level 2		Level 3
December 31, 2023
Collateral dependent loans	Collateral dependent loans
Collateral dependent loans
Collateral dependent loans
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate	$	—	$	—	$	269	$	269
1-4 family residential	1-4 family residential	—		—		46		46
Commercial	Commercial	—		—		6,994		6,994
Factored receivables	Factored receivables	—		—		29,367		29,367

		$

Equity investment without readily determinable fair value		38,088		—		—		38,088
		$	38,088	$	—	$	36,676	$	74,764

		$

		$

Collateral Dependent Loans Specific Allocation of ACL: A loan is considered to be a collateral dependent loan when, based on current information and events, the Company expects repayment of the financial assets to be provided substantially through the operation or sale of the collateral and the Company has determined that the borrower is experiencing financial difficulty as of the measurement date. The ACL is measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the underlying fair value of the loan’s collateral. For real estate loans, fair value of the loan’s collateral is determined by third party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. For non-real estate loans, fair value of the loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 were as follows:


(Dollars in thousands)	(Dollars in thousands)	Carrying Amount			Fair Value Measurements Using								Total Fair Value		(Dollars in thousands)	Carrying Amount		Fair Value Measurements Using		Total Fair Value
June 30, 2023				Level 1			Level 2			Level 3
March 31, 2024
Financial assets:	Financial assets:
Financial assets:
Financial assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	417,375		$	417,375		$	—		$	—	$	417,375
Securities - held to maturity	Securities - held to maturity	3,380			—			—			4,750		4,750
Loans not previously presented, gross	Loans not previously presented, gross	4,293,421			146,940			—			4,069,012		4,215,952
FHLB and other restricted stock	FHLB and other restricted stock	20,099			N/A			N/A			N/A		N/A		FHLB and other restricted stock	4,764	N/A		N/A		N/A
Accrued interest receivable	Accrued interest receivable	27,619			27,619			—			—		27,619

Financial liabilities:	Financial liabilities:
Financial liabilities:
Financial liabilities:
Deposits
Deposits
Deposits	Deposits	4,293,466			—			4,283,892			—		4,283,892

Federal Home Loan Bank advances
Federal Home Loan Bank advances
Federal Home Loan Bank advances	Federal Home Loan Bank advances	280,000			—			280,000			—		280,000
Subordinated notes	Subordinated notes	108,234			—			91,355			—		91,355
Junior subordinated debentures	Junior subordinated debentures	41,444			—			43,151			—		43,151
Accrued interest payable	Accrued interest payable	4,514			4,514			—			—		4,514


(Dollars in thousands)	(Dollars in thousands)	Carrying Amount			Fair Value Measurements Using								Total Fair Value		(Dollars in thousands)	Carrying Amount		Fair Value Measurements Using		Total Fair Value
December 31, 2022				Level 1			Level 2			Level 3
December 31, 2023
Financial assets:	Financial assets:
Financial assets:
Financial assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	408,182		$	408,182		$	—		$	—	$	408,182
Securities - held to maturity	Securities - held to maturity	4,077			—			—			5,476		5,476
Loans not previously presented, gross	Loans not previously presented, gross	4,088,411			187,729			—			3,805,701		3,993,430
FHLB and other restricted stock	FHLB and other restricted stock	6,252			N/A			N/A			N/A		N/A		FHLB and other restricted stock	14,278	N/A		N/A
Accrued interest receivable	Accrued interest receivable	21,977			21,977			—			—		21,977

Financial liabilities:	Financial liabilities:
Financial liabilities:
Financial liabilities:
Deposits	Deposits	4,171,336			—			4,159,695			—		4,159,695
Customer repurchase agreements		340			—			340			—		340
Deposits
Deposits

Federal Home Loan Bank advances
Federal Home Loan Bank advances
Federal Home Loan Bank advances	Federal Home Loan Bank advances	30,000			—			30,000			—		30,000
Subordinated notes	Subordinated notes	107,800			—			104,400			—		104,400
Junior subordinated debentures	Junior subordinated debentures	41,158			—			42,721			—		42,721
Accrued interest payable	Accrued interest payable	2,830			2,830			—			—		2,830

NOTE 119 — REGULATORY MATTERS

The Company (on a consolidated basis) and TBK Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s or TBK Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and TBK Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Quantitative measures established by regulation to ensure capital adequacy require the Company and TBK Bank to maintain minimum amounts and ratios (set forth in the table below) of total, common equity Tier 1, and Tier 1 capital to risk weighted assets, and of Tier 1 capital to average assets. Management believes, as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company and TBK Bank meet all capital adequacy requirements to which they are subject.

Table of Contents

TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, TBK Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” TBK Bank must maintain minimum total risk based, common equity Tier 1 risk based, Tier 1 risk based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since ~~June 30, 2023~~March 31, 2024 that management believes have changed TBK Bank’s category.

The actual capital amounts and ratios for the Company and TBK Bank are presented in the following table.


(Dollars in thousands)	(Dollars in thousands)	Actual			Minimum for Capital Adequacy Purposes			To Be Well Capitalized Under Prompt Corrective Action Provisions			(Dollars in thousands)			Actual						Minimum for Capital Adequacy Purposes									To Be Well Capitalized Under Prompt Corrective Action Provisions
June 30, 2023		Amount		Ratio	Amount		Ratio	Amount		Ratio
March 31, 2024											March 31, 2024			Amount				Ratio			Amount						Ratio				Amount					Ratio
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)
Triumph Financial, Inc.
Triumph Financial, Inc.
Triumph Financial, Inc.	Triumph Financial, Inc.	$	769,846	15.6%	$	394,793	8.0%	N/A		N/A		$	819,239			16.7%		16.7%			$	392,785			8.0%			8.0%				N/A					N/A
TBK Bank, SSB	TBK Bank, SSB	$	744,838	15.2%	$	392,020	8.0%	$	490,025	10.0%	TBK Bank, SSB			$	772,392		15.9%		15.9%				$	389,792		8.0%				8.0%			$	487,240	10.0%			10.0%

Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)
Tier 1 capital (to risk weighted assets)
Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.
Triumph Financial, Inc.
Triumph Financial, Inc.	Triumph Financial, Inc.	$	626,451	12.7%	$	295,961	6.0%	N/A		N/A		$	668,875			13.6%		13.6%			$	294,588			6.0%			6.0%				N/A					N/A
TBK Bank, SSB	TBK Bank, SSB	$	712,246	14.5%	$	294,722	6.0%	$	392,963	8.0%	TBK Bank, SSB			$	733,817		15.1%		15.1%				$	292,344		6.0%				6.0%			$	389,792	8.0%			8.0%

Common equity Tier 1 capital (to risk weighted assets)	Common equity Tier 1 capital (to risk weighted assets)
Common equity Tier 1 capital (to risk weighted assets)
Common equity Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.
Triumph Financial, Inc.
Triumph Financial, Inc.	Triumph Financial, Inc.	$	540,007	10.9%	$	222,939	4.5%	N/A		N/A		$	581,986			11.9%		11.9%			$	220,941			4.5%			4.5%				N/A					N/A
TBK Bank, SSB	TBK Bank, SSB	$	712,246	14.5%	$	221,042	4.5%	$	319,283	6.5%	TBK Bank, SSB			$	733,817		15.1%		15.1%				$	219,258		4.5%				4.5%			$	316,706	6.5%			6.5%

Tier 1 capital (to average assets)	Tier 1 capital (to average assets)
Tier 1 capital (to average assets)
Tier 1 capital (to average assets)
Triumph Financial, Inc.
Triumph Financial, Inc.
Triumph Financial, Inc.	Triumph Financial, Inc.	$	626,451	12.0%	$	208,817	4.0%	N/A		N/A		$	668,875			13.0%		13.0%			$	205,890			4.0%			4.0%				N/A					N/A
TBK Bank, SSB	TBK Bank, SSB	$	712,246	13.7%	$	207,955	4.0%	$	259,944	5.0%	TBK Bank, SSB			$	733,817		14.3%		14.3%				$	205,767		4.0%				4.0%			$	257,208	5.0%			5.0%

As of December 31, 2022
As of December 31, 2023
As of December 31, 2023
As of December 31, 2023
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)
Total capital (to risk weighted assets)
Total capital (to risk weighted assets)
Triumph Financial, Inc.
Triumph Financial, Inc.
Triumph Financial, Inc.	Triumph Financial, Inc.	$	829,928	17.7%	$	375,109	8.0%	N/A		N/A		$	806,667			16.7%		16.7%			$	385,370			8.0%			8.0%							N/A
TBK Bank, SSB	TBK Bank, SSB	$	732,785	15.8%	$	371,030	8.0%	$	463,788	10.0%	TBK Bank, SSB			$	758,656		15.9%		15.9%				$	382,508		8.0%				8.0%			$	478,135	10.0%			10.0%

Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)
Tier 1 capital (to risk weighted assets)
Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.
Triumph Financial, Inc.
Triumph Financial, Inc.	Triumph Financial, Inc.	$	684,381	14.6%	$	281,252	6.0%	N/A		N/A		$	661,833			13.7%		13.7%			$	289,027			6.0%			6.0%							N/A
TBK Bank, SSB	TBK Bank, SSB	$	697,022	15.0%	$	278,809	6.0%	$	371,745	8.0%	TBK Bank, SSB			$	725,383		15.2%		15.2%				$	286,881		6.0%				6.0%			$	382,508	8.0%			8.0%

Common equity Tier 1 capital (to risk weighted assets)	Common equity Tier 1 capital (to risk weighted assets)
Common equity Tier 1 capital (to risk weighted assets)
Common equity Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.
Triumph Financial, Inc.
Triumph Financial, Inc.	Triumph Financial, Inc.	$	598,223	12.7%	$	211,969	4.5%	N/A		N/A		$	575,093			11.9%		11.9%			$	216,770			4.5%			4.5%							N/A
TBK Bank, SSB	TBK Bank, SSB	$	697,022	15.0%	$	209,107	4.5%	$	302,043	6.5%	TBK Bank, SSB			$	725,383		15.2%		15.2%				$	215,161		4.5%				4.5%			$	310,787	6.5%			6.5%

Tier 1 capital (to average assets)	Tier 1 capital (to average assets)
Tier 1 capital (to average assets)
Tier 1 capital (to average assets)
Triumph Financial, Inc.
Triumph Financial, Inc.
Triumph Financial, Inc.	Triumph Financial, Inc.	$	684,381	13.0%	$	210,579	4.0%	N/A		N/A		$	661,833			12.6%		12.6%			$	209,518			4.0%			4.0%							N/A
TBK Bank, SSB	TBK Bank, SSB	$	697,022	13.2%	$	211,219	4.0%	$	264,023	5.0%	TBK Bank, SSB			$	725,383		13.9%		13.9%				$	209,406		4.0%				4.0%			$	261,758	5.0%			5.0%

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, the Company elected the option to delay the estimated impact on regulatory capital of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13 as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 (collectively the “transition adjustments”) was delayed for two years. After two years, the cumulative amount of the transition adjustments became fixed and will be phased out of the regulatory capital calculations evenly over a ~~three year~~three-year period, with 75% recognized in year three, 50% recognized in year four, and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed.

Dividends paid by TBK Bank are limited to, without prior regulatory approval, current year earnings and earnings less dividends paid during the preceding two years.

The capital conservation buffer set forth by the Basel III regulatory capital framework was 2.5% at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company’s ability to make capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company’s and TBK Bank’s risk based capital exceeded the required capital conservation buffer.

NOTE 1210 — STOCKHOLDERS' EQUITY

The following summarizes the capital structure of Triumph Financial, Inc.

Preferred Stock Series C


(Dollars in thousands, except per share amounts)	(Dollars in thousands, except per share amounts)	June 30, 2023			December 31, 2022			(Dollars in thousands, except per share amounts)	March 31, 2024		December 31, 2023
Shares authorized	Shares authorized	51,750			51,750
Shares issued	Shares issued	45,000			45,000
Shares outstanding	Shares outstanding	45,000			45,000
Par value per share	Par value per share	$	0.01		$	0.01
Liquidation preference per share	Liquidation preference per share	$	1,000		$	1,000
Liquidation preference amount	Liquidation preference amount	$	45,000		$	45,000
Dividend rate	Dividend rate	7.125		%	7.125		%	Dividend rate	7.125	%	7.125	%
Dividend payment dates	Dividend payment dates	Quarterly			Quarterly			Dividend payment dates	Quarterly		Quarterly

Common Stock


			June 30, 2023		December 31, 2022
		March 31, 2024					March 31, 2024	December 31, 2023
Shares authorized	Shares authorized		50,000,000		50,000,000
Shares issued	Shares issued		28,951,832		28,321,716
Treasury shares	Treasury shares		(5,681,947)		(4,268,131)
Shares outstanding	Shares outstanding		23,269,885		24,053,585
Par value per share	Par value per share		$	0.01	$	0.01

Stock Repurchase Programs

~~On February 7, 2022, the Company announced that its board of directors had authorized the Company to repurchase up to $50,000,000 of its outstanding common stock.~~ During the three months ended March 31, 2022, the Company repurchased 14,810 shares into treasury stock under the Company's stock repurchase program at an average price of $88.81, for a total of $1,316,000. During the three months ended June 30, 2022, the Company repurchased 694,985 shares into treasury stock under the Company's stock repurchase program at an average price of $70.02, for a total of $48,684,000, effectively completing the repurchase program.

~~Table of Contents~~

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~On May 23, 2022, the Company announced that its board of directors had authorized the Company to repurchase up to an additional $75,000,000 of its outstanding common stock.~~ ~~On November 7, 2022, the repurchase authorization was increased to $100,000,000 in connection with the commencement of a modified "Dutch auction" tender offer (the "Tender Offer").~~

~~During the three months ended December 31, 2022, the Company repurchased 408,615 shares~~ ~~of its common stock in the Tender Offer at a price of $58.00 per share, for an aggregate cost of $24,772,000, including fees and expenses related to the tender offer of $1,072,000.~~

On February 1, 2023, the Company entered into an accelerated share repurchase (“ASR”) agreement to repurchase $70,000,000 of the Company’s common stock. The ASR is part of the Company’s previously announced plan to repurchase up to $100,000,000 of the Company’s common stock and is within the remaining amount authorized by the Company’s Board of Directors pursuant to such plan. Under the terms of the ASR agreement, the Company received an initial delivery of 961,373 common shares representing approximately 80% of the expected total to be repurchased. On April 28, 2023, the ASR was completed and the Company received an additional delivery of 247,954 common shares.

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In connection with the completion of the ASR, on May 4, 2023, the Company announced that its board of directors had authorized the Company to repurchase up to an additional $50,000,000 of its outstanding common stock in open market transactions or through privately negotiated transactions at the Company's discretion. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of the Company's common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. The repurchase program is authorized for a period of up to one year and does not require the Company to repurchase any specific number of shares. The repurchase program may be modified, suspended or discontinued at any time. The Company has not repurchased any shares under the new share repurchase program.

NOTE 1311 — STOCK BASED COMPENSATION

Stock based compensation expense that has been charged against income was ~~$3,320,000~~$3,627,000 and ~~$7,880,000~~$2,881,000 for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $6,201,000 and $12,832,000 for the six months ended June 30, 2023 and 2022,~~ respectively.

2014 Omnibus Incentive Plan

The Company’s 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”) provides for the grant of nonqualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other awards that may be settled in, or based upon the value of, the Company’s common stock. The maximum number of shares of common stock available for issuance under the Omnibus Incentive Plan is 2,900,000 shares.

Restricted Stock Awards

A summary of changes in the Company’s nonvested Restricted Stock Awards (“RSAs”) under the Omnibus Incentive Plan for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 were as follows:

Nonvested RSAs

Weighted-Average
Grant-Date
Fair Value

Nonvested RSAs

Weighted-Average
Grant-Date
Fair Value

Nonvested at January 1, 2023

230,486

70.34

Nonvested at January 1, 2024

Granted

6,852

58.25

Vested

(101,101)

60.28

Forfeited

(11,412)

76.06

Nonvested at June 30, 2023

124,825

77.00

Nonvested at March 31, 2024

RSAs granted to employees under the Omnibus Incentive Plan typically vest immediately or over four years. Compensation expense for the RSAs will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date. As of ~~June 30, 2023,~~March 31, 2024, there was ~~$3,177,000~~$1,235,000 of unrecognized compensation cost related to the nonvested RSAs. The cost is expected to be recognized over a remaining period of ~~1.80~~1.16 years.

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Restricted Stock Units

A summary of changes in the Company’s nonvested Restricted Stock Units (“RSUs”) under the Omnibus Incentive Plan for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 were as follows:

Nonvested RSUs

Weighted-Average
Grant-Date
Fair Value

Nonvested RSUs

Weighted-Average
Grant-Date
Fair Value

Nonvested at January 1, 2023

211,300

59.45

Nonvested at January 1, 2024

Granted

121,050

51.25

Vested

(114,509)

43.19

Forfeited

(2,551)

67.58

Nonvested at June 30, 2023

215,290

63.39

Nonvested at March 31, 2024

RSUs granted to employees under the Omnibus Incentive Plan typically vest over four ~~to five~~ years. Compensation expense for the RSUs will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date. As of ~~June 30, 2023,~~March 31, 2024, there was ~~$9,930,000~~$6,096,000 of unrecognized compensation cost related to the nonvested RSUs. The cost is expected to be recognized over a remaining period of ~~3.18~~2.60 years.

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Market Based Performance Stock Units

A summary of changes in the Company’s nonvested Market Based Performance Stock Units (“Market Based PSUs”) under the Omnibus Incentive Plan for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 were as follows:

Nonvested Market Based PSUs

Weighted-Average
Grant-Date
Fair Value

Nonvested Market Based PSUs

Weighted-Average
Grant-Date
Fair Value

Nonvested at January 1, 2023

112,486

55.57

Nonvested at January 1, 2024

Granted

78,872

78.15

Incremental shares earned

52,694

N/A

Vested

(122,969)

36.10

Forfeited

(155)

38.57

Nonvested at June 30, 2023

120,928

81.63

Nonvested at March 31, 2024

Market Based PSUs granted to employees under the Omnibus Incentive Plan vest after three ~~to five~~ years. The number of shares issued upon vesting will range from 0% to 175% of the Market Based PSUs granted based on the Company’s relative total shareholder return (“TSR”) as compared to the TSR of specified groups of peer banks and financial technology companies, and with respect to the Company's 2023 awards may include an additional multiplier of up to 200% of the otherwise earned award based on the Company's absolute TSR. Compensation expense for the Market Based PSUs will be recognized over the vesting period of the awards based on the fair value of the award at the grant date. The fair value of Market Based PSUs granted is estimated using a Monte Carlo simulation. Expected volatilities were determined based on the historical volatilities of the Company and the specified peer group. The risk-free interest rate for the performance period was derived from the Treasury constant maturities yield curve on the valuation dates.

~~The fair value of the Market Based PSUs granted was determined using the following weighted-average assumptions:~~

Six Months Ended June 30,
2023 2022
Grant date May 1, 2023 May 1, 2022
Performance period 3.00 years 3.00 years
Stock price $ 51.25 $ 69.44
Triumph Financial stock price volatility 49.33 % 55.17 %
Risk-free rate 3.76 % 2.84 %

As of ~~June 30, 2023,~~March 31, 2024, there was ~~$7,691,000~~$4,979,000 of unrecognized compensation cost related to the nonvested Market Based PSUs. The cost is expected to be recognized over a remaining period of ~~2.55~~1.97 years.

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~~Performance Based Performance Stock Units~~

A summary of changes in the Company’s nonvested Performance Based Performance Stock Units (“Performance Based PSUs”) under the Omnibus Incentive Plan for the six months ended June 30, 2023 were as follows:

Nonvested Performance Based PSUs Shares Weighted Average
Grant Date
Fair Value
Nonvested at January 1, 2023 255,738 $ 39.57
Granted — —
Incremental shares earned 107,404 N/A
Vested (363,142) 40
Forfeited — —
Nonvested at June 30, 2023 — $ —

The Performance Based PSUs granted to employees under the Omnibus Incentive Plan vested after a three year performance period. Under the terms of the award agreements, the number of shares issued upon vesting could range from 0% to 200% of the shares granted based on the Company’s cumulative diluted earnings per share over the performance period. The performance period for the outstanding Performance Based PSUs ended on December 31, 2022, and the awards subsequently vested at 142% of the target shares granted.

Compensation expense for the Performance Based PSUs was estimated during the performance period based on the fair value of the stock at the grant date and the most probable outcome of the performance condition at each period end, adjusted for the passage of time within the vesting period of the awards. There was no stock based compensation cost related to Performance Based PSUs during the three and six months ended June 30, 2023 and there is no remaining unrecognized compensation cost related to these awards. During the three and six months ended June 30, 2022, the Company recognized $4,328,000 and $5,135,000, respectively, of stock based compensation cost related to Performance Based PSUs.

Stock Options

A summary of the changes in the Company’s stock options under the Omnibus Incentive Plan for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 were as follows:


Stock Options	Stock Options	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (In Thousands)		Stock Options	Shares	Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at January 1, 2023		195,398	$	39.48
Outstanding at January 1, 2024
Granted
Granted
Granted	Granted	57,930	51.25
Exercised	Exercised	(6,023)	31.61
Exercised
Exercised
Forfeited or expired	Forfeited or expired	—	—
Outstanding at June 30, 2023		247,305	$	42.43	6.59	$	5,280
Forfeited or expired
Forfeited or expired
Outstanding at March 31, 2024
Outstanding at March 31, 2024
Outstanding at March 31, 2024

Fully vested shares and shares expected to vest at June 30, 2023		247,305	$	42.43	6.59	$	5,280
Fully vested shares and shares expected to vest at March 31, 2024
Fully vested shares and shares expected to vest at March 31, 2024
Fully vested shares and shares expected to vest at March 31, 2024

Shares exercisable at June 30, 2023		148,332	$	32.81	4.86	$	4,447
Shares exercisable at March 31, 2024
Shares exercisable at March 31, 2024
Shares exercisable at March 31, 2024

Information related to the stock options for the three months ended March 31, 2024 and 2023 was as follows:


	Three Months Ended March 31,
(Dollars in thousands, except per share amounts)	2024		2023
Aggregate intrinsic value of options exercised	$	289	$	79
Cash received from option exercises, net	144		(33)
Tax benefit realized from option exercises	61		16
Weighted average fair value per share of options granted	$	—	$	—

3933

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~~Information related to the stock options for the six months ended June 30, 2023 and 2022 was as follows:~~

Six Months Ended June 30,
(Dollars in thousands, except per share amounts) 2023 2022
Aggregate intrinsic value of options exercised $ 140 $ 280
Cash received from option exercises, net (52) (74)
Tax benefit realized from option exercises 29 59
Weighted average fair value per share of options granted $ 25.20 $ 32.15

Stock options awarded to employees under the Omnibus Incentive Plan are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant, vest over four years, and have ten year contractual terms. The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model. Expected volatilities are determined based on the Company’s historical volatility. The expected term of the options granted is determined based on the SEC simplified method, which calculates the expected term as the mid-point between the weighted average time to vesting and the contractual term. The risk-free interest rate for the expected term of the options is derived from the Treasury constant maturity yield curve on the valuation date.

~~The fair value of the stock options granted was determined using the following weighted-average assumptions:~~

Six Months Ended June 30,
2023 2022
Risk-free interest rate 3.38 % 2.77 %
Expected term 6.25 years 6.25 years
Expected stock price volatility 45.65 % 43.33 %
Dividend yield — —

As of ~~June 30, 2023,~~March 31, 2024, there was ~~$1,828,000~~$936,000 of unrecognized compensation cost related to nonvested stock options granted under the Omnibus Incentive Plan. The cost is expected to be recognized over a remaining period of ~~3.30~~2.76 years.

Employee Stock Purchase Plan

During the year ended December 31, 2019, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the Company's 2019 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, 2,500,000 shares of common stock were reserved for issuance. The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six month offering period. During the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, 21,057~~18,328 shares and ~~10,585~~21,057 shares, respectively, were issued under the plan.

NOTE 12 — EARNINGS PER SHARE

The factors used in the earnings per share computation follow:


	Three Months Ended March 31,
(Dollars in thousands)	2024		2023
Basic
Net income to common stockholders	$	3,357	$	10,209
Weighted average common shares outstanding	23,201,259		23,361,732
Basic earnings per common share	$	0.14	$	0.44
Diluted
Net income to common stockholders	$	3,357	$	10,209
Weighted average common shares outstanding	23,201,259		23,361,732
Dilutive effects of:
Assumed exercises of stock options	87,567		76,129
Restricted stock awards	102,417		140,006
Restricted stock units	137,321		116,754
Performance stock units - market based	119,777		121,047

Employee stock purchase program	1,921		496
Average shares and dilutive potential common shares	23,650,262		23,816,164
Diluted earnings per common share	$	0.14	$	0.43

Shares that were not considered in computing diluted earnings per common share because they were antidilutive are as follows:


	Three Months Ended March 31,
	2024	2023
Stock options	45,764	49,379
Restricted stock awards	—	—
Restricted stock units	7,500	11,250
Performance stock units - market based	—	42,056

Employee stock purchase program	—	—
Accelerated share repurchase	—	203,352

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NOTE ~~14 — EARNINGS PER SHARE~~

~~The factors used in the earnings per share computation follow:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2023 2022 2023 2022
Basic
Net income to common stockholders $ 6,848 $ 43,390 $ 17,057 $ 66,918
Weighted average common shares outstanding 23,138,835 24,427,270 23,249,668 24,612,988
Basic earnings per common share $ 0.30 $ 1.78 $ 0.73 $ 2.72
Diluted
Net income to common stockholders $ 6,848 $ 43,390 $ 17,057 $ 66,918
Weighted average common shares outstanding 23,138,835 24,427,270 23,249,668 24,612,988
Dilutive effects of:
Assumed exercises of stock options 71,658 89,443 73,884 99,402
Restricted stock awards 90,645 144,526 113,930 189,492
Restricted stock units 65,909 85,934 91,878 91,236
Performance stock units - market based 87,360 115,825 104,203 127,694
Performance stock units - performance based — — — —
Employee stock purchase program 1,064 3,575 780 2,173
Average shares and dilutive potential common shares 23,455,471 24,866,573 23,634,343 25,122,985
Diluted earnings per common share $ 0.29 $ 1.74 $ 0.72 $ 2.66

~~Shares that were not considered in computing diluted earnings per common share because they were antidilutive are as follows:~~

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Stock options 107,309 52,878 107,309 52,878
Restricted stock awards 4,232 6,348 4,232 6,348
Restricted stock units 11,250 15,000 11,250 15,000
Performance stock units - market based 42,056 45,296 42,056 45,296
Performance stock units - performance based — 254,832 — 254,832
Employee stock purchase program — — — —

~~NOTE 15~~13 — REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices ~~are typically fixed;~~can be fixed or variable; charged either on a periodic basis or based on activity. ~~The~~Except as disclosed below, the Company presents disaggregated revenue from contracts with customers in the consolidated statements of income.

41Banking and Factoring Segments

~~Table~~The Banking segment derives its revenue principally from investments in interest-earning assets as well as noninterest income typical for the banking industry, and the Factoring segment derives the large majority of ~~Contents~~its revenue from interest income on purchased factored receivables. The majority of such revenue streams fall under Accounting Standards Codification Topic 310, “Receivables” (“Topic 310”) which is outside the scope of

~~TRIUMPH FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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Topic 606. There are, however, certain Banking and Factoring activities that generate revenue under Topic 606. Descriptions of the Company's significant Banking and Factoring revenue-generating activities within the scope of Topic 606, which are included in non-interest income in the Company's consolidated statements of income, are as follows:

•Service charges on deposits. Service charges on deposits primarily consists of fees from the Company's deposit customers for account maintenance, account analysis, and overdraft services. Account maintenance fees and analysis fees are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.

•Card income. Card income primarily consists of interchange fees. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized when the transaction processing services are provided to the cardholder.

•Net OREO gains (losses) and valuation adjustments. The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.

•Fee income. Fee income for the Banking and Factoring segments primarily consists of transaction-based fees, including wire transfer fees, ACH and check fees, early termination fees, and other fees, earned from the Company's banking and factoring customers. Transaction based fees are recognized at the time the transaction is executed as that is the point in time the Company satisfies its performance obligations.

Fee income for the Payments segment primarily consists of TriumphPay payment and audit fees. TriumphPay fees included in the Consolidated Statements of Income totaled $4,089,000 and $3,381,000 for the three months ended June 30, 2023 and 2022, respectively, and $7,787,000 and $6,610,000 for the six months ended June 30, 2023 and 2022, respectively. These fees are generally transaction based and are recognized at the time the transaction is executed as that is the point in time that the Company satisfies its performance obligations.

•Insurance ~~commissions.~~commissions. Insurance commissions are earned for brokering insurance policies. The Company's primary performance obligations for insurance commissions are satisfied and revenue is recognized when the brokered insurance policies are executed.

Payments Segment

The Payments segment derives a portion of its revenue from interest income on factored receivables and commercial loans related to invoice payments. These factored receivables consist of (i) invoices where we offer a Carrier a quick pay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and (ii) factoring transactions where we purchase receivables payable to such freight brokers from their shipper clients. The Payments segment also offers commercial loans that result from our offering certain Brokers an additional liquidity option through the ability to settle their invoices with us on an extended term following our payment to their Carriers. The balance of such commercial loans was $0 at March 31, 2024 and December 31, 2023. Such revenue falls under Topic 310 and is outside the scope of Topic 606.

The Payments segment under its brand name, TriumphPay, connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through TriumphPay’s processing and audit of such invoice to its ultimate payment to the Carrier or the Factor. The Payments segment earns

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transaction revenue for such services from fees paid by its customers to receive auditing and payment processing of their invoices. Transaction revenue is recorded in Fee Income on the Consolidated Statements of Income and is subject to Topic 606. Transaction fees can be variable in nature. When such fees are variable, they are typically based upon the number of audit and payment transactions executed during a stated period; generally a calendar month. The customer is charged either a set fee per transaction or a set minimum fee for a stated number of transactions with the variable component being a per-invoice amount for transactions exceeding the stated minimum number. When applicable, the stated minimum number of transactions typically resets on a monthly basis. Transaction volume and related variable fees are known and recognized at each reporting period. Transaction fees can also be fixed in nature with such fees reflecting a set annual amount that is recognized ratably over the terms of the related contracts. In both variable and fixed arrangements, customers are typically billed monthly in arrears with payment due on 30 day terms and as such, no revenue is deferred.

The Payments segment also earns network fees for providing its customers access to the TriumphPay network. Network fees are recorded in Fee Income on the Consolidated Statements of Income and are subject to Topic 606. Network fees are generally a fixed annual amount and are recognized ratably over the terms of the related contracts. Customers are typically billed monthly in arrears with payment due on 30 day terms and as such, no revenue is deferred.

The Payments segment's service comprises a single performance obligation to provide stand-ready access to its payments and audit platforms for its customers which is satisfied over time as services are rendered. Given the nature of its services and related revenue, no significant judgments are made in applying Topic 606 and there are no refund, warranty, or similar obligations.

The Payments segment's contracts with its customers are usually short-term in nature and can generally be terminated by either party without a termination penalty or refund after the notice period has lapsed. Therefore, the contracts are defined at the transaction level and do not extend beyond the service already provided. The contracts generally renew automatically without any significant material rights. Some of the contracts include tiered pricing, which is based primarily on volume. The fee charged per transaction is adjusted up or down based on the volume processed for a specified period. Management has concluded that this volume-based pricing approach does not constitute a future material right since changes in the fee ranges are typically offered to classes of customers with similar volume.

The Payments segment recognizes fees charged to its customers on a gross basis as transaction revenue as it is the principal in respect of completing Payments segment transactions. As a principal to the transaction, the Payments segment controls the services on its platforms. The Payments segment bears primary responsibility for the fulfillment of the services, contracts directly with its customers, controls the product specifications, and defines the value proposal from its services. Further, the Payments segment has full discretion in determining the fee charged to its customers. The Payments segment is also responsible for providing customer support.

Capitalized contract costs consist of (i) deferred sales commissions that are incremental costs of obtaining customer contracts and (ii) deferred set-up costs, primarily direct payroll costs, for implementation services provided to customers prior to the launching of the Company’s products for general availability (go-live) to customers. Deferred sales commissions are amortized ratably over two years, taking into consideration the initial contract term, expected renewal periods, and sales commissions paid on such renewal periods. Deferred set-up costs are amortized ratably over four years which estimates the benefit period of the capitalized costs starting on the go-live date of the service. Deferred sales commissions and deferred set-up costs were included in other assets in the accompanying consolidated balance sheets and were $338,000 and $800,000, respectively, at March 31, 2024 and $394,000 and $505,000, respectively, at December 31, 2023. The amortization of deferred sales commissions and deferred set-up costs is included in salaries and employee benefits in the consolidated statements of income and was not significant for the three months ended March 31, 2024 and 2023.

Given the nature of services provided, the Payments segment does not carry any material contract balances.

The table below shows the Payments segment’s revenue from transaction and network fees from external customers, which are disaggregated by customer category.

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(Unaudited)


	Three Months Ended March 31,
(Dollars in thousands)		2024		2023
Broker fee income		$	4,115	$	2,356
Factor fee income		1,295		1,276
Other fee income		61		$	65
Total fee income		$	5,471	$	3,697

NOTE 1614 — BUSINESS SEGMENT INFORMATION

The Company's reportable segments are Banking, Factoring, Payments, and Corporate, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the operations of TBK Bank. The Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Factoring segment includes the operations of Triumph Financial Services with revenue derived from factoring services. The Payments segment includes the operations of TBK Bank's TriumphPay division, which provides a presentment, audit, and payment solution to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where ~~Carriers are offered~~we offer a Carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to ~~the Company~~us and from offering Brokers the ability to settle their invoices with ~~the Company~~us on an extended term following ~~the Company's~~our payment to their Carriers as an additional liquidity option for such Brokers.

~~Prior~~Expenses that are directly attributable to ~~March 31, 2023, the majority of salaries and benefits expense for~~ the Company's ~~executive leadership team,~~Banking, Factoring, and Payments segments are allocated as well as other selling, general, and administrative shared services costs including human resources, accounting, finance, risk management and a significant amount of information technology expense, were allocated to the Banking segment. During the quarter ended March 31, 2023 management began allocating such shared service costs to its Corporate segment.such. The Company continues to make considerable investments in shared services that benefit the entire organization and ~~by moving~~these expenses are allocated to the Corporate segment. The Company allocates such expenses to the Corporate segment in order for the Company's chief operating decision maker and investors ~~now~~to have ~~greater~~clear visibility into the operating performance of each reportable segment. ~~Prior periods were revised to reflect such allocations and achieve appropriate comparability.~~

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Separately, prior to March 31, 2023, intersegment interest expense was allocated to the Factoring and Payments segments (when the Payments segment is not self-funded) based on a rolling average of Federal Home Loan Bank advance rates. When the Payments segment was self-funded with funding in excess of its factored receivables, intersegment interest income was allocated based on the Federal Funds effective rate. During the quarter ended March 31, 2023, theThe Company ~~began allocating~~allocates intersegment interest expense to the Factoring and Payments segments based on one-month term SOFR for their funding needs. When the Payments segment is self-funded, with customer deposit funding in excess of its factored receivables, intersegment interest income ~~will continue to be~~is allocated based on the Federal Funds effective rate. Management believes that such intersegment interest allocations ~~are more intuitive in~~appropriately reflect the current interest rate environment. ~~Prior periods were revised to reflect such allocations and achieve appropriate comparability.~~

Reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Changes in management structure or allocation methodologies and procedures may result in future changes to previously reported segment financial data. ~~Other than the changes to allocations discussed above, the~~The accounting policies of the segments are substantially the same as those described in the “Summary of Significant Accounting Policies” in Note 1 of the Company’s ~~2022~~2023 Form 10-K.

Transactions between segments consist primarily of borrowed funds, payment network fees, and servicing fees. Intersegment interest expense is allocated to the Factoring and Payments segments as described above. ~~Beginning January 1, 2023, payment~~Payment network fees are paid by the Factoring segment to the Payments segment for use of the payments network. Beginning prospectively on June 1, 2023, factoring transactions with freight broker clients were transferred from our Factoring segment to our Payments segment to align with TriumphPay's supply chain finance product offerings. Servicing fees are paid by the Payments segment to the Factoring segment for servicing such product. Beginning prospectively on January 1, 2024, the Factoring and Payments segments began paying fees to our Banking segment for the Banking segment's execution of various banking services that benefit those segments. Credit loss expense is allocated based on the segment’s ACL determination. Noninterest income and expense directly attributable to a segment are assigned to it with various shared service costs such as human resources, accounting, finance, risk management and information technology expense assigned to the Corporate segment. Taxes are paid on a consolidated basis and are not allocated for segment purposes. ~~The Factoring segment includes only factoring originated by Triumph Financial Services.~~

(Dollars in thousands)
Three months ended June 30, 2023 Banking Factoring Payments Corporate Consolidated
Total interest income $ 65,624 $ 36,367 $ 3,451 $ 44 $ 105,486
Intersegment interest allocations 7,478 (9,358) 1,880 — —
Total interest expense 11,634 — — 2,401 14,035
Net interest income (expense) 61,468 27,009 5,331 (2,357) 91,451
Credit loss expense (benefit) 831 1,481 41 290 2,643
Net interest income after credit loss expense 60,637 25,528 5,290 (2,647) 88,808
Noninterest income 6,347 980 4,119 65 11,511
Intersegment noninterest income (expense)(1)
— (97) 97 — —
Noninterest expense 31,934 20,218 16,939 21,305 90,396
Net income (loss) before income tax expense $ 35,050 $ 6,193 $ (7,433) $ (23,887) $ 9,923

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)	(Dollars in thousands)
Three months ended June 30, 2022		Banking		Factoring		Payments		Corporate		Consolidated
Three months ended March 31, 2024
Three months ended March 31, 2024
Three months ended March 31, 2024												Banking	Factoring	Payments	Corporate	Consolidated
Total interest income	Total interest income	$	46,239	$	55,854	$	4,172	$	42	$	106,307
Intersegment interest allocations	Intersegment interest allocations	4,246		(3,878)		(368)		—		—
Total interest expense	Total interest expense	3,021		—		—		1,858		4,879
Net interest income (expense)	Net interest income (expense)	47,464		51,976		3,804		(1,816)		101,428
Credit loss expense (benefit)	Credit loss expense (benefit)	3,120		64		(184)		(99)		2,901
Net interest income after credit loss expense	Net interest income after credit loss expense	44,344		51,912		3,988		(1,717)		98,527
Noninterest income	Noninterest income	22,282		15,521		10,309		48		48,160
Intersegment noninterest income (expense)(1)		—		—		—		—		—
Noninterest expense	Noninterest expense	31,205		23,512		17,663		16,227		88,607
Net intersegment noninterest income (expense)(1)
Net income (loss) before income tax expense	Net income (loss) before income tax expense	$	35,421	$	43,921	$	(3,366)	$	(17,896)	$	58,080

(Dollars in thousands)	(Dollars in thousands)
Six months ended June 30, 2023		Banking		Factoring		Payments		Corporate		Consolidated

(Dollars in thousands)

(Dollars in thousands)
Three months ended March 31, 2023
Three months ended March 31, 2023
Three months ended March 31, 2023												Banking	Factoring	Payments	Corporate	Consolidated
Total interest income	Total interest income	$	125,350	$	74,524	$	6,198	$	88	$	206,160
Intersegment interest allocations	Intersegment interest allocations	15,090		(18,512)		3,422		—		—
Total interest expense	Total interest expense	16,582		—		—		4,745		21,327
Net interest income (expense)	Net interest income (expense)	123,858		56,012		9,620		(4,657)		184,833
Credit loss expense (benefit)	Credit loss expense (benefit)	2,754		2,030		41		431		5,256
Net interest income after credit loss expense	Net interest income after credit loss expense	121,104		53,982		9,579		(5,088)		179,577
Noninterest income	Noninterest income	12,020		2,558		7,826		129		22,533
Intersegment noninterest income (expense)(1)		—		(362)		362		—		—
Noninterest expense	Noninterest expense	64,174		41,987		32,356		41,160		179,677
Net intersegment noninterest income (expense)(1)
Net income (loss) before income tax expense	Net income (loss) before income tax expense	$	68,950	$	14,191	$	(14,589)	$	(46,119)	$	22,433

(Dollars in thousands)
Six months ended June 30, 2022		Banking		Factoring		Payments		Corporate		Consolidated
Total interest income		$	88,422	$	112,228	$	9,004	$	88	$	209,742
Intersegment interest allocations		4,851		(4,430)		(421)		—		—
Total interest expense		4,624		—		—		3,611		8,235
Net interest income (expense)		88,649		107,798		8,583		(3,523)		201,507
Credit loss expense (benefit)		250		2,013		170		969		3,402
Net interest income after credit loss expense		88,399		105,785		8,413		(4,492)		198,105
Noninterest income		28,253		17,392		13,551		85		59,281
Intersegment noninterest income (expense)(1)		—		—		—		—		—
Noninterest expense		59,817		45,643		31,996		29,715		167,171
Net income (loss) before income tax expense		$	56,835	$	77,534	$	(10,032)	$	(34,122)	$	90,215

(1) Net intersegment noninterest income (expense) includes:


(Dollars in thousands)	Banking		Factoring		Payments
Three Months Ended March 31, 2024
Factoring revenue received from Payments	$	—	$	750	$	(750)
Payments revenue received from Factoring	—		(265)		265
Banking revenue received from Payments and Factoring	121		(96)		(25)
Net intersegment noninterest income (expense)	$	121	$	389	$	(510)

Three Months Ended March 31, 2023
Factoring revenue received from Payments	$	—	$	—	$	—
Payments revenue received from Factoring	—		(265)		265
Banking revenue received from Payments and Factoring	—		—		—
Net intersegment noninterest income (expense)	$	—	$	(265)	$	265

Total assets and gross loans below include intersegment loans, which eliminate in consolidation.


(Dollars in thousands)
March 31, 2024	Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
Total assets	$	5,120,449	$	1,097,627	$	490,667	$	1,064,770	$	(2,198,020)	$	5,575,493
Gross loans	$	3,584,504	$	976,761	$	177,286	$	—	$	(543,431)	$	4,195,120

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~(1)~~ ~~Intersegment noninterest income (expense) includes:~~

(Dollars in thousands) Factoring Payments
Three Months Ended June 30, 2023
Factoring revenue received from Payments $ 170 $ (170)
Payments revenue received from Factoring (267) 267
Intersegment noninterest income (expense) $ (97) $ 97
Three Months Ended June 30, 2022
Factoring revenue received from Payments $ — $ —
Payments revenue received from Factoring — —
Intersegment noninterest income (expense) $ — $ —
Six months ended June 30, 2023
Factoring revenue received from Payments $ 170 $ (170)
Payments revenue received from Factoring (532) 532
Intersegment noninterest income (expense) $ (362) $ 362
Six months ended June 30, 2022
Factoring revenue received from Payments $ — $ —
Payments revenue received from Factoring — —
Intersegment noninterest income (expense) $ — $ —

~~Total assets and gross loans below include intersegment loans, which eliminate in consolidation.~~


(Dollars in thousands)	(Dollars in thousands)
December 31, 2022		Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
December 31, 2023
December 31, 2023
December 31, 2023														Banking	Factoring	Payments	Corporate	Eliminations	Consolidated
Total assets	Total assets	$	4,910,628	$	1,260,209	$	371,948	$	1,061,662	$	(2,270,664)	$	5,333,783
Gross loans	Gross loans	$	3,572,716	$	1,151,727	$	85,722	$	—	$	(689,874)	$	4,120,291

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s interim consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and accompanying notes and other detailed information appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. See the “Forward-Looking Statements” section of this discussion for further information on forward-looking statements.

Overview

We are a financial holding company headquartered in Dallas, Texas and registered under the Bank Holding Company Act, offering a diversified line of payments, factoring and banking services. As of ~~June 30, 2023,~~March 31, 2024, we had consolidated total assets of ~~$5.653~~$5.575 billion, total loans held for investment of ~~$4.325~~$4.195 billion, total deposits of ~~$4.293~~$4.451 billion and total stockholders’ equity of ~~$833.5~~$872.3 million.

Through our wholly owned bank subsidiary, TBK Bank, we offer traditional banking services, commercial lending product lines focused on businesses that require specialized financial solutions and national lending product lines that further diversify our lending operations. Our banking operations commenced in 2010 and include a branch network developed through organic growth and acquisition, including concentrations the front range of Colorado, the Quad Cities market in Iowa and Illinois and a full-service branch in Dallas, Texas. Our traditional banking offerings include a full suite of lending and deposit products and services. These activities are focused on our local market areas and some products are offered on a nationwide basis. They generate a stable source of core deposits and a diverse asset base to support our overall operations. Our asset-based lending and equipment lending products are offered on a nationwide basis and generate attractive returns. Additionally, we offer mortgage warehouse and liquid credit lending products on a nationwide basis to provide further asset base diversification and stable deposits. Our Banking products and services share basic processes and have similar economic characteristics.

In addition to our traditional banking operations, we also operate a factoring business focused primarily on serving the over-the-road trucking industry. This business involves the provision of working capital to the trucking industry through the purchase of invoices generated by medium to large sized trucking fleets ("Carriers") at a discount to provide immediate working capital to such Carriers. We commenced these operations in 2012 through the acquisition of our factoring subsidiary, Triumph Financial Services. Triumph Financial Services operates in a highly specialized niche and earns substantially higher yields on its factored accounts receivable portfolio than our other lending products described above. Given its acquisition, this business has a legacy and structure as a standalone company.

Our payments business, TriumphPay, is a division of our wholly owned bank subsidiary, TBK Bank, and is a payments network for the over-the-road trucking industry. TriumphPay was originally designed as a platform to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quickpay transactions for Carriers receiving such payments through the TriumphPay platform. During 2021, TriumphPay acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors"). Following such acquisition, the TriumphPay strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a payments network for the trucking industry with a focus on fee revenue. TriumphPay connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier. TriumphPay offers supply chain finance to Brokers, allowing them to pay their Carriers faster and drive Carrier loyalty. TriumphPay provides tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. TriumphPay also operates in a highly specialized niche with unique processes and key performance indicators.

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At ~~June 30, 2023,~~March 31, 2024, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers. Within such ecosystem, we operate our TriumphPay payments platform, which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices. We also act as capital provider to the Carrier industry through our factoring subsidiary, Triumph Financial Services. Our traditional banking operations provide stable, low cost deposits to support our operations, a diversified lending portfolio to add stability to our balance sheet, and a suite of traditional banking products and services to participants in the for-hire trucking ecosystem to deepen our relationship with such clients.

We have determined our reportable segments are Banking, Factoring, Payments and Corporate. For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, our Banking segment generated 60% of our total revenue (comprised of interest and noninterest income), our Factoring segment generated ~~34%~~30% of our total revenue, our Payments segment generated 6%9% of our total revenue, and our Corporate segment generated less than 1% of our total revenue.

~~Second~~First Quarter ~~2023~~2024 Overview

Net income available to common stockholders for the three months ended ~~June 30, 2023~~March 31, 2024 was ~~$6.8~~$3.4 million, or ~~$0.29~~$0.14 per diluted share, compared to net income to common stockholders for the three months ended ~~June 30, 2022~~March 31, 2023 of ~~$43.4~~$10.2 million, or ~~$1.74~~$0.43 per diluted share. For the three months ended ~~June 30, 2023,~~March 31, 2024, our return on average common equity was ~~3.45%~~1.62% and our return on average assets was ~~0.56%.~~

Net income available to common stockholders for the six months ended June 30, 2023 was $17.1 million, or $0.72 per diluted share, compared to net income available to common stockholders for the six months ended June 30, 2022 of $66.9 million, or $2.66 per diluted share. For the six months ended June 30, 2023, our return on average common equity was 4.27% and our return on average assets was 0.70%0.31%.

At ~~June 30, 2023,~~March 31, 2024, we had total assets of ~~$5.653~~$5.575 billion, including gross loans held for investment of ~~$4.325~~$4.195 billion, compared to ~~$5.334~~$5.347 billion of total assets and ~~$4.120~~$4.163 billion of gross loans held for investment at December 31, ~~2022.~~2023. Total loans held for investment increased ~~$204.5~~$32.0 million during the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024. Our Banking loans, which constitute ~~73%~~72% of our total loan portfolio at ~~June 30, 2023, increased~~March 31, 2024, decreased from ~~$2.883~~$3.046 billion in aggregate as of December 31, ~~2022~~2023 to ~~$3.151~~$3.041 billion as of ~~June 30, 2023, an increase~~March 31, 2024, a decrease of ~~9.3%~~0.2%. Our Factoring factored receivables, which constitute 23% of our total loan portfolio at ~~June 30, 2023, decreased~~March 31, 2024, increased from ~~$1.152 billion~~$941.9 million in aggregate as of December 31, ~~2022~~2023 to ~~$0.998 billion~~$976.8 million as of ~~June 30, 2023, a decrease~~March 31, 2024, an increase of ~~13.4%~~3.7%. Our Payments factored receivables, which constitute 4% of our total loan portfolio at ~~June 30, 2023,~~March 31, 2024, increased from ~~$85.7~~$174.7 million in aggregate as of December 31, ~~2022~~2023 to ~~$176.0~~$177.3 million as of ~~June 30, 2023,~~March 31, 2024, an increase of ~~105.3%~~1.5%. Approximately $93.7 million of the increase in TriumphPay factored receivables was the result of transferring factoring transactions with freight broker clients from our Factoring segment to our Payments segment, thus aligning such services with TriumphPay's strength; serving freight brokers in the transportation industry.

At ~~June 30, 2023,~~March 31, 2024, we had total liabilities of ~~$4.819~~$4.703 billion, including total deposits of ~~$4.293~~$4.451 billion, compared to ~~$4.445~~$4.483 billion of total liabilities and ~~$4.171~~$3.977 billion of total deposits at December 31, ~~2022.~~2023. Deposits increased ~~$122.1~~$473.5 million during the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024.

At ~~June 30, 2023,~~March 31, 2024, we had total stockholders' equity of ~~$833.5~~$872.3 million. During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, total stockholders’ equity ~~decreased $55.5~~increased $7.9 million, primarily due to ~~treasury stock purchases made under our accelerated share repurchase program, offset in part by~~ our net income during the period. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of ~~12.68%~~13.62% and ~~15.59%~~16.69%, respectively, at ~~June 30, 2023.~~March 31, 2024.

The total dollar value of invoices purchased by Triumph Financial Services during the three months ended ~~June 30, 2023~~March 31, 2024 was ~~$2.733~~$2.470 billion with an average invoice size of ~~$1,828.~~$1,806. The average transportation invoice size for the three months ended ~~June 30, 2023~~March 31, 2024 was ~~$1,773.~~$1,771. This compares to invoice purchase volume of ~~$4.024~~$2.927 billion with an average invoice size of ~~$2,332~~$1,962 and average transportation invoice size of ~~$2,176~~$1,911 during the same period a year ago.

TriumphPay processed ~~4.5~~5.7 million invoices paying Carriers a total of ~~$4.940~~$6.380 billion during the three months ended ~~June 30, 2023.~~March 31, 2024. This compares to processed volume of ~~4.4~~4.3 million invoices for a total of ~~$6.034~~$5.031 billion during the same period a year ago.

2024 Items of Note

Triumph Financial Headquarters Purchase

On March 20, 2024, we purchased a building in Dallas, TX that will be the future headquarters for Triumph Financial. The purchase price, including direct costs, was $54.6 million with approximately $51.7 million allocated to land and building and $2.9 million allocated to lease-related intangibles. We do not anticipate occupying the space until 2026 and we do not expect this acquisition to materially impact our results of operations in the short-term.

Items related to our July 2020 acquisition of TFS

As disclosed on our SEC Forms 8-K filed on July 8, 2020 and September 23, 2020, we acquired the transportation factoring assets of TFS, a wholly owned subsidiary of Covenant Logistics Group, Inc. ("CVLG"), and subsequently amended the terms of that transaction. There were no material developments related to that transaction that impacted our operating results for the three months ended March 31, 2024.

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At March 31, 2024, the carrying value of the acquired over-formula advances was $2.7 million, the total reserve on acquired over-formula advances was $2.7 million and the balance of our indemnification asset, the value of the payment that would be due to us from CVLG in the event that these over-advances are charged off, was $1.3 million.

As of March 31, 2024 we carry a separate $19.4 million receivable (the “Misdirected Payments”) payable by the United States Postal Service (“USPS”) arising from accounts factored to the largest over-formula advance carrier. This amount is separate from the acquired Over-Formula Advances. The amounts represented by this receivable were paid by the USPS directly to such customer in contravention of notices of assignment delivered to, and previously honored by, the USPS, which amount was then not remitted back to us by such customer as required. The USPS disputes their obligation to make such payment, citing purported deficiencies in the notices delivered to them. We are a party to litigation in the United States Court of Federal Claims against the USPS seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to us. Based on our legal analysis and discussions with our counsel advising us on this matter, we continue to believe it is probable that we will prevail in such action and that the USPS will have the capacity to make payment on such receivable. Consequently, we have not reserved for such balance as of March 31, 2024. The full amount of such receivable is reflected in non-performing and past due factored receivables as of March 31, 2024 in accordance with our policy. As of March 31, 2024, the entire $19.4 million Misdirected Payments amount was greater than 90 days past due.

2023 Items of Note

Equity Investment

On June 22, 2023 we made a $9.7 million minority investment in Trax Group, Inc. ("Trax"), a leader in transportation spend management solutions. The investment in Trax is accounted for as an equity investment without a readily determinable fair value measured under the measurement alternative and is included in other assets on our consolidated balance sheet.

Accelerated Share Repurchase and Stock Repurchase Program

On February 1, 2023, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $70.0 million of our common stock. The ASR is part of our previously announced plan to repurchase up to $100.0 million of our common stock and is within the remaining amount authorized by our Board of Directors pursuant to such plan. During the three months ended March 31, 2023, we received an initial delivery of 961,373 common shares representing approximately 80% of the expected total to be repurchased. On April 28, 2023, the ASR was completed and we received an additional delivery of 247,954 common shares.

In connection with the completion of the ASR, on May 4, 2023, we announced that our board of directors had authorized us to repurchase up to an additional $50.0 million of our outstanding common stock in open market transactions or through privately negotiated transactions at our discretion. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of our common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. The repurchase program is authorized for a period of up to one year and does not require us to repurchase any specific number of shares. The repurchase program may be modified, suspended or discontinued at any time. We have not repurchased any shares under the new share repurchase program.

~~Items related to our July 2020 acquisition of TFS~~

During the second quarter, new adverse developments with one of the two remaining Over-Formula Advance clients caused us to charge-off the entire Over-Formula Advance amount due from that client. This resulted in a net charge-off of $3.3 million; however, this net charge-off had no impact on credit loss expense as the entire amount had been reserved in a prior period. In accordance with the Agreement reached with Covenant, Covenant will reimburse us for $1.7 million of this charge-off which is reflected as a receivable in other assets on our June 30,2023 Consolidated Balance Sheet. At June 30, 2023, the carrying value of the acquired over-formula advances was $4.0 million, the total reserve on acquired over-formula advances was $4.0 million and the balance of our indemnification asset, the value of the payment that would be due to us from CVLG in the event that these over-advances are charged off, was $1.9 million.

As of June 30, 2023 we carry a separate $19.4 million receivable (the “Misdirected Payments”) payable by the United States Postal Service (“USPS”) arising from accounts factored to the largest over-formula advance carrier. This amount is separate from the acquired Over-Formula Advances. The amounts represented by this receivable were paid by the USPS directly to such customer in contravention of notices of assignment delivered to, and previously honored by, the USPS, which amount was then not remitted back to us by such customer as required. The USPS disputes their obligation to make such payment, citing purported deficiencies in the notices delivered to them. We are a party to litigation in the United States Court of Federal Claims against the USPS seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to us. Based on our legal analysis and discussions with our counsel advising us on this matter, we continue to believe it is probable that we will prevail in such action and that the USPS will have the capacity to make payment on such receivable. Consequently, we have not reserved for such balance as of June 30, 2023. The full amount of such receivable is reflected in non-performing and past due factored receivables as of June 30, 2023 in accordance with our policy. As of June 30, 2023, the entire $19.4 million Misdirected Payments amount was greater than 90 days past due.

~~2022 Items of Note~~

~~Stock Repurchase Programs~~

On February 7, 2022, we announced that our board of directors had authorized us to repurchase up to $50.0 million of our outstanding common stock in open market transactions or through privately negotiated transactions at our discretion. During the three months ended March 31, 2022, we repurchased 14,810 shares into treasury stock under our repurchase program at an average price of $88.81, for a total of $1.3 million. During the three months ended June 30, 2022, we repurchased 694,985 shares into treasury stock under our repurchase program at an average price of $70.02, for a total of $48.7 million, effectively completing the repurchase program.

~~Table of Contents~~

On May 23, 2022, we announced that our board of directors had authorized us to repurchase up to an additional $75.0 million of our outstanding common stock in open market transactions or through privately negotiated transactions at our discretion. The amount, timing and nature of any share repurchases will be based on a variety of factors, including the trading price of our common stock, applicable securities laws restrictions, regulatory limitations and market and economic factors. The repurchase program is authorized for a period of up to one year and does not require us to repurchase any specific number of shares. The repurchase program may be modified, suspended or discontinued at any time, at our discretion.

On November 7, 2022, the repurchase authorization was increased to $100.0 million in connection with the commencement of a modified "Dutch auction" tender offer (the "Tender Offer"). During the three months ended December 31, 2022, we repurchased 408,615 shares of our common stock in the Tender Offer at a price of $58.00 per share, for an aggregate cost of $24.8 million, including fees and expenses related to the tender offer of $1.1 million.

~~Equipment Loan Sale~~

During the three months ended June 30, 2022, we made the decision to sell a portfolio of equipment loans. Equipment loans totaling $191.2 million were sold resulting in a gain on sale of loans of $3.9 million.

~~The gain on sale, net of transaction costs, was included in net gains (losses) on sale of loans in the Company’s Consolidated Statements of Income and was allocated to the Banking segment.~~

~~Factored Receivable Disposal Group~~

During the three months ended June 30, 2022, Factored Receivable Disposal Group factored receivables totaling $67.9 million and customer reserves totaling $9.7 million were sold resulting in a gain on sale of loans of $13.2 million. During the three months ended September 30, 2022, Factored Receivable Disposal Group factored receivables totaling $20.1 million and customer reserves totaling $1.1 million were sold resulting in a gain on sale of loans of $1.0 million.

The gains on sale, net of transaction costs, totaling $14.2 million were included in net gains (losses) on sale of loans in the Company’s Consolidated Statements of Income and were allocated to the Factoring segment.

For further information on the above transactions, see Note 2 – Acquisitions and Divestitures in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

~~Interest rate swap termination~~

During the three months ended March 31, 2022, we terminated our single derivative with a notional value totaling $200.0 million, resulting in a termination value of $9.3 million. During the three months ended June 30, 2022, we terminated the associated hedged funding, incurring a termination fee of $0.7 million which was recognized through interest expense in the consolidated statements of income, and reclassified the remaining $8.9 million unrealized gain on the terminated derivative into earnings through other noninterest income in the consolidated statements of income.

~~The gains and losses associated with this transaction were allocated to the Banking segment.~~

For further information on the above transaction, see Note 6 – Derivative Financial Instruments in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

~~Equity Method Investment~~

On October 17, 2019, we made a minority equity investment of $8.0 million in Warehouse Solutions Inc. (“WSI”), purchasing 8% of the common stock of WSI and receiving warrants to purchase an additional 10% of the common stock of WSI upon exercise of the warrants at a later date. WSI provides technology solutions to help reduce supply chain costs for a global client base across multiple industries.

Although we held less than 20% of the voting stock of WSI, the investment in common stock was initially accounted for using the equity method as our representation on WSI’s board of directors, which was disproportionately larger in size than the common stock investment held, demonstrated that we had significant influence over the investee.

~~Table of Contents~~

On June 10, 2022, we entered into two separate agreements with WSI. First, we entered into an Affiliate Agreement. The Affiliate Agreement canceled our outstanding warrants in exchange for cancellation of an exclusivity clause included in the original investment agreement executed during 2019. By cancelling the exclusivity clause, our Payments segment operations now have greater ability to operate in the freight shipper audit space. As a result of the Affiliate Agreement, we recognized a total loss on impairment of the warrants of $3.2 million, which represented the full book balance of the warrants on the date the Affiliate Agreement was executed. The impairment loss was included in other noninterest income in the consolidated statements of income during the three months ended June 30, 2022.

Separately, we also entered into an Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”). The Investor Rights Agreement eliminated our representation on WSI’s board of directors making us a completely passive investor. The Investor Rights Agreement also provided for our purchase of an additional 10% of WSI’s common stock for $23.0 million raising our ownership of WSI’s common stock to 18%. As a passive investor, we no longer hold significant influence over the investee and the investment in WSI’s common stock no longer qualifies for equity method accounting. The investment in WSI’s common stock is now accounted for as an equity investment without a readily determinable fair value measured under the measurement alternative. The measurement alternative requires us to remeasure our investment in the common stock of WSI only upon the execution of an orderly and observable transaction in an identical or similar instrument.

Our additional investment in WSI under the Investor Rights Agreement resulted in us discontinuing the equity method of accounting and qualified as an orderly and observable transaction for an identical investment in WSI, therefore the fair value of our original 8% common stock investment was required to be adjusted from $4.9 million at March 31, 2022 to $15.1 million, resulting in a gain of $10.2 million that was recorded in other noninterest income in the consolidated statements of income during the three months ended June 30, 2022.

~~The gains and losses associated with this transaction were allocated to the Payments segment.~~

~~For further information on the above transactions, see Note 3 – Securities in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.~~

Trucking transportation and factoring

The largest driver of changes in revenue at our Factoring segment is fluctuation in the freight markets, particularly in brokered freight, which is priced largely off the spot market (a reflection of real-time balance of carrier supply and shipper demand in the market) and subject to variability in diesel prices. The softness in freight isduring 2023 was a combination of falling volumes and excess ~~capacity. By the end of~~capacity and such softness continued through the first quarter of 2024. In recent quarters, average rates per mile have decreased and returned spot rates to levels last seen in 2019. For the spot rate market, the drop was a little higher than the drop in diesel prices over the same period. Throughout much of 2023 and into 2024, spot rates had fallen below the cost per mile to operate for many carriers. ~~During the second quarter, average rates per mile began to level off, but spot rates remained at low levels last seen in 2019.~~ As a result, we have observed a number of small and medium-sized trucking companies either leave the market by signing on with larger carriers or electing to sell their fleets or companies and move on to other endeavors. The confluence of these circumstances resulted in a steady decline in invoice prices and costs of new and used equipment during the first half of 2023. Such invoice prices and costs of new and used equipment remained consistently below recent years throughout the latter half of 2023 and into the first quarter of 2024.

Though the transportation factoring industry continues to fight headwinds due to higher cost of capital and lower average invoices, we have sufficient access to capital, manageable funding costs, and an ability to diversify factoring income. We continue to focus our efforts on technology initiatives to be more efficient, support the enterprise, and enhance our customer experience while delivering various products to strengthen our clients throughout their business lifecycle. Our plan is for managed growth in our factoring segment with a greater emphasis on enhancing efficiency and profitability.

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Financial Highlights


		Three Months Ended June 30,						Six Months Ended June 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
(Dollars in thousands, except per share amounts)
(Dollars in thousands, except per share amounts)
(Dollars in thousands, except per share amounts)	(Dollars in thousands, except per share amounts)	2023			2022			2023			2022
Income Statement Data:	Income Statement Data:
Income Statement Data:
Income Statement Data:
Interest income
Interest income
Interest income	Interest income	$	105,486		$	106,307		$	206,160		$	209,742
Interest expense	Interest expense	14,035			4,879			21,327			8,235
Interest expense
Interest expense
Net interest income
Net interest income
Net interest income	Net interest income	91,451			101,428			184,833			201,507
Credit loss expense (benefit)	Credit loss expense (benefit)	2,643			2,901			5,256			3,402
Credit loss expense (benefit)
Credit loss expense (benefit)
Net interest income after credit loss expense (benefit)
Net interest income after credit loss expense (benefit)
Net interest income after credit loss expense (benefit)	Net interest income after credit loss expense (benefit)	88,808			98,527			179,577			198,105

Noninterest income	Noninterest income	11,511			48,160			22,533			59,281

Noninterest income

Noninterest income
Noninterest expense
Noninterest expense
Noninterest expense	Noninterest expense	90,396			88,607			179,677			167,171
Net income (loss) before income taxes	Net income (loss) before income taxes	9,923			58,080			22,433			90,215
Net income (loss) before income taxes
Net income (loss) before income taxes
Income tax expense (benefit)
Income tax expense (benefit)
Income tax expense (benefit)	Income tax expense (benefit)	2,273			13,888			3,773			21,694
Net income (loss)	Net income (loss)	$	7,650		$	44,192		$	18,660		$	68,521
Net income (loss)
Net income (loss)
Dividends on preferred stock	Dividends on preferred stock	(802)			(802)			(1,603)			(1,603)
Dividends on preferred stock
Dividends on preferred stock
Net income available (loss) to common stockholders
Net income available (loss) to common stockholders
Net income available (loss) to common stockholders	Net income available (loss) to common stockholders	$	6,848		$	43,390		$	17,057		$	66,918

Per Share Data:	Per Share Data:

Per Share Data:

Per Share Data:
Basic earnings (loss) per common share
Basic earnings (loss) per common share
Basic earnings (loss) per common share	Basic earnings (loss) per common share	$	0.30		$	1.78		$	0.73		$	2.72
Diluted earnings (loss) per common share	Diluted earnings (loss) per common share	$	0.29		$	1.74		$	0.72		$	2.66
Diluted earnings (loss) per common share
Diluted earnings (loss) per common share
Weighted average shares outstanding - basic	Weighted average shares outstanding - basic	23,138,835			24,427,270			23,249,668			24,612,988
Weighted average shares outstanding - basic
Weighted average shares outstanding - basic
Weighted average shares outstanding - diluted
Weighted average shares outstanding - diluted
Weighted average shares outstanding - diluted	Weighted average shares outstanding - diluted	23,455,471			24,866,573			23,634,343			25,122,985

Performance ratios - Annualized:	Performance ratios - Annualized:

Performance ratios - Annualized:

Performance ratios - Annualized:
Return on average assets
Return on average assets
Return on average assets	Return on average assets	0.56		%	3.02		%	0.70		%	2.36		%
Return on average total equity	Return on average total equity	3.64		%	20.08		%	4.43		%	15.67		%
Return on average total equity
Return on average total equity
Return on average common equity
Return on average common equity
Return on average common equity	Return on average common equity	3.45		%	20.78		%	4.27		%	16.13		%
Return on average tangible common equity (1)	Return on average tangible common equity (1)	5.16		%	30.63		%	6.37		%	23.91		%
Return on average tangible common equity (1)
Return on average tangible common equity (1)
Yield on loans(2)
Yield on loans(2)
Yield on loans(2)	Yield on loans(2)	9.14		%	8.79		%	9.18		%	8.69		%
Cost of interest bearing deposits	Cost of interest bearing deposits	1.13		%	0.41		%	0.85		%	0.32		%
Cost of interest bearing deposits
Cost of interest bearing deposits
Cost of total deposits
Cost of total deposits
Cost of total deposits	Cost of total deposits	0.68		%	0.23		%	0.50		%	0.19		%
Cost of total funds	Cost of total funds	1.23		%	0.40		%	0.97		%	0.34		%
Cost of total funds
Cost of total funds
Net interest margin(2)	Net interest margin(2)	7.57		%	7.68		%	7.82		%	7.68		%
Net interest margin(2)
Net interest margin(2)
Efficiency ratio
Efficiency ratio
Efficiency ratio	Efficiency ratio	87.80		%	59.23		%	86.65		%	64.10		%

Net noninterest expense to average assets	Net noninterest expense to average assets	5.79		%	2.76		%	5.88		%	3.71		%

Net noninterest expense to average assets

Net noninterest expense to average assets

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(Dollars in thousands, except per share amounts)	(Dollars in thousands, except per share amounts)	June 30, 2023			December 31, 2022			(Dollars in thousands, except per share amounts)	March 31, 2024			December 31, 2023
Balance Sheet Data:	Balance Sheet Data:
Total assets
Total assets
Total assets	Total assets	$	5,652,721		$	5,333,783
Cash and cash equivalents	Cash and cash equivalents	417,375			408,182
Investment securities	Investment securities	311,585			263,772
Loans held for investment, net	Loans held for investment, net	4,289,788			4,077,484
Total liabilities	Total liabilities	4,819,255			4,444,812
Noninterest bearing deposits	Noninterest bearing deposits	1,608,411			1,756,680
Interest bearing deposits	Interest bearing deposits	2,685,055			2,414,656
FHLB advances	FHLB advances	280,000			30,000
Subordinated notes	Subordinated notes	108,234			107,800
Junior subordinated debentures	Junior subordinated debentures	41,444			41,158
Total stockholders’ equity	Total stockholders’ equity	833,466			888,971
Preferred stockholders' equity	Preferred stockholders' equity	45,000			45,000
Common stockholders' equity	Common stockholders' equity	788,466			843,971

Per Share Data:	Per Share Data:
Per Share Data:
Per Share Data:
Book value per share
Book value per share
Book value per share	Book value per share	$	33.88		$	35.09
Tangible book value per share (1)	Tangible book value per share (1)	$	22.58		$	24.04
Shares outstanding end of period	Shares outstanding end of period	23,269,885			24,053,585

Asset Quality ratios(3):	Asset Quality ratios(3):
Asset Quality ratios(3):
Asset Quality ratios(3):
Past due to total loans
Past due to total loans
Past due to total loans	Past due to total loans	1.55		%	2.53		%	1.90	%		2.00	%
Nonperforming loans to total loans	Nonperforming loans to total loans	0.74		%	1.17		%	Nonperforming loans to total loans	1.98	%		1.65	%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.68		%	1.02		%	Nonperforming assets to total assets	1.61	%		1.42	%
ACL to nonperforming loans	ACL to nonperforming loans	109.41		%	88.76		%	ACL to nonperforming loans	45.93	%		51.15	%
ACL to total loans	ACL to total loans	0.81		%	1.04		%	ACL to total loans	0.91	%		0.85	%
Net charge-offs to average loans(4)	Net charge-offs to average loans(4)	0.31		%	0.14		%	Net charge-offs to average loans(4)	0.05	%		0.47	%

Capital ratios:	Capital ratios:
Capital ratios:
Capital ratios:
Tier 1 capital to average assets
Tier 1 capital to average assets
Tier 1 capital to average assets	Tier 1 capital to average assets	12.01		%	13.00		%	12.99	%		12.64	%
Tier 1 capital to risk-weighted assets	Tier 1 capital to risk-weighted assets	12.68		%	14.57		%	Tier 1 capital to risk-weighted assets	13.62	%		13.74	%
Common equity Tier 1 capital to risk-weighted assets	Common equity Tier 1 capital to risk-weighted assets	10.93		%	12.73		%	Common equity Tier 1 capital to risk-weighted assets	11.85	%		11.94	%
Total capital to risk-weighted assets	Total capital to risk-weighted assets	15.59		%	17.66		%	Total capital to risk-weighted assets	16.69	%		16.75	%
Total stockholders' equity to total assets	Total stockholders' equity to total assets	14.74		%	16.67		%	Total stockholders' equity to total assets	15.65	%		16.17	%
Tangible common stockholders' equity ratio (1)	Tangible common stockholders' equity ratio (1)	9.75		%	11.41		%	Tangible common stockholders' equity ratio (1)	10.71	%		11.04	%

(1)The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The non-GAAP measures used by the Company include the following:

•"Tangible common stockholders' equity" is defined as common stockholders' equity less goodwill and other intangible assets.

•“Total tangible assets” is defined as total assets less goodwill and other intangible assets.

•“Tangible book value per share” is defined as tangible common stockholders’ equity divided by total common shares outstanding. This measure is important to investors interested in changes from period-to-period in book value per share exclusive of changes in intangible assets.

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•“Tangible common stockholders’ equity ratio” is defined as the ratio of tangible common stockholders’ equity divided by total tangible assets. We believe that this measure is important to many investors in the marketplace who are interested in relative changes from period-to period in common equity and total assets, each exclusive of changes in intangible assets.

•“Return on average tangible common equity” is defined as net income available to common stockholders divided by average tangible common stockholders’ equity.

(2)Performance ratios include discount accretion on purchased loans for the periods presented as follows:


		Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
(Dollars in thousands, except per share amounts)
(Dollars in thousands, except per share amounts)
(Dollars in thousands, except per share amounts)	(Dollars in thousands, except per share amounts)	2023		2022		2023		2022
Loan discount accretion	Loan discount accretion	$	990	$	3,556	$	2,800	$	5,092
Loan discount accretion
Loan discount accretion

(3)Asset quality ratios exclude loans held for sale, except for non-performing assets to total assets.

(4)Net charge-offs to average loans ratios are for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and the year ended December 31, ~~2022.~~2023.

GAAP Reconciliation of Non-GAAP Financial Measures

We believe the non-GAAP financial measures included above provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. The following reconciliation table provides a more detailed analysis of the non-GAAP financial measures:


		Three Months Ended June 30,						Six Months Ended June 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
(Dollars in thousands, except per share amounts)
(Dollars in thousands, except per share amounts)
(Dollars in thousands, except per share amounts)	(Dollars in thousands, except per share amounts)	2023			2022			2023			2022

Average total stockholders' equity	Average total stockholders' equity	$	841,979		$	882,505		$	850,002		$	881,732

Average total stockholders' equity

Average total stockholders' equity
Average preferred stock liquidation preference
Average preferred stock liquidation preference
Average preferred stock liquidation preference	Average preferred stock liquidation preference	(45,000)			(45,000)			(45,000)			(45,000)
Average total common stockholders' equity	Average total common stockholders' equity	796,979			837,505			805,002			836,732
Average total common stockholders' equity
Average total common stockholders' equity
Average goodwill and other intangibles	Average goodwill and other intangibles	(264,544)			(269,319)			(264,930)			(272,332)
Average goodwill and other intangibles
Average goodwill and other intangibles
Average tangible common equity
Average tangible common equity
Average tangible common equity	Average tangible common equity	$	532,435		$	568,186		$	540,072		$	564,400

Net income available to common stockholders	Net income available to common stockholders	$	6,848		$	43,390		$	17,057		$	66,918

Net income available to common stockholders

Net income available to common stockholders
Average tangible common equity	Average tangible common equity	532,435			568,186			540,072			564,400
Average tangible common equity
Average tangible common equity
Return on average tangible common equity
Return on average tangible common equity
Return on average tangible common equity	Return on average tangible common equity	5.16		%	30.63		%	6.37		%	23.91		%

Efficiency ratio:	Efficiency ratio:

Efficiency ratio:

Efficiency ratio:
Net interest income
Net interest income
Net interest income	Net interest income	$	91,451		$	101,428		$	184,833		$	201,507
Noninterest income	Noninterest income	11,511			48,160			22,533			59,281
Noninterest income
Noninterest income
Operating revenue
Operating revenue
Operating revenue	Operating revenue	102,962			149,588			207,366			260,788
Total noninterest expense	Total noninterest expense	$	90,396		$	88,607		$	179,677		$	167,171
Total noninterest expense
Total noninterest expense
Efficiency ratio
Efficiency ratio
Efficiency ratio	Efficiency ratio	87.80		%	59.23		%	86.65		%	64.10		%

Net noninterest expense to average assets ratio:	Net noninterest expense to average assets ratio:

Net noninterest expense to average assets ratio:

Net noninterest expense to average assets ratio:
Total noninterest expense
Total noninterest expense
Total noninterest expense	Total noninterest expense	$	90,396		$	88,607		$	179,677		$	167,171
Total noninterest income	Total noninterest income	11,511			48,160			22,533			59,281
Total noninterest income
Total noninterest income
Net noninterest expenses
Net noninterest expenses
Net noninterest expenses	Net noninterest expenses	$	78,885		$	40,447		$	157,144		$	107,890
Average total assets	Average total assets	$	5,461,946		$	5,878,320		$	5,386,429		$	5,860,916
Average total assets
Average total assets
Net noninterest expense to average assets ratio	Net noninterest expense to average assets ratio	5.79		%	2.76		%	5.88		%	3.71		%
Net noninterest expense to average assets ratio
Net noninterest expense to average assets ratio

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(Dollars in thousands, except per share amounts)	(Dollars in thousands, except per share amounts)	June 30, 2023			December 31, 2022			(Dollars in thousands, except per share amounts)	March 31, 2024		December 31, 2023
Total stockholders' equity	Total stockholders' equity	$	833,466		$	888,971
Preferred stock	Preferred stock	(45,000)			(45,000)
Total common stockholders' equity	Total common stockholders' equity	788,466			843,971
Goodwill and other intangibles	Goodwill and other intangibles	(262,958)			(265,767)
Tangible common stockholders' equity	Tangible common stockholders' equity	$	525,508		$	578,204
Common shares outstanding	Common shares outstanding	23,269,885			24,053,585
Tangible book value per share	Tangible book value per share	$	22.58		$	24.04

Total assets at end of period	Total assets at end of period	$	5,652,721		$	5,333,783
Total assets at end of period
Total assets at end of period
Goodwill and other intangibles	Goodwill and other intangibles	(262,958)			(265,767)
Tangible assets at period end	Tangible assets at period end	$	5,389,763		$	5,068,016
Tangible common stockholders' equity ratio	Tangible common stockholders' equity ratio	9.75		%	11.41		%	Tangible common stockholders' equity ratio	10.71	%	11.04	%

Results of Operations

Three months ended ~~June 30, 2023~~March 31, 2024 compared with three months ended ~~June 30, 2022.~~

~~Net Income~~

We earned net income of $7.7 million for the three months ended June 30, 2023 compared to net income of $44.2 million for the three months ended June 30, 2022, a decrease of $36.5 million. The decrease in net income was driven by a $36.6 million decrease in noninterest income, a $10.0 million decrease in net interest income, and a $1.8 million increase in noninterest expense partially offset by an $11.6 million decrease in income tax expense and a $0.3 million decrease in credit loss expense.

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

~~Net Interest Income~~

Our operating results depend primarily on our net interest income, which is the difference between interest income on interest earning assets, including loans and securities, and interest expense incurred on interest bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the amount and type of interest earning assets and interest bearing liabilities, combine to affect net interest income. Our net interest income is affected by changes in the amount and mix of interest earning assets and interest bearing liabilities, referred to as a “volume change.” It is also affected by changes in yields earned on interest earning assets and rates paid on interest bearing liabilities, referred to as a “rate change.”

~~Table of Contents~~

The following table presents the distribution of average assets, liabilities and equity, as well as interest income and fees earned on average interest earning assets and interest expense paid on average interest bearing liabilities. Average balances and interest are inclusive of assets and deposits classified as held for sale.

Three Months Ended June 30,
2023 2022
(Dollars in thousands) Average
Balance Interest
Average
Rate(4)
Average
Balance Interest
Average
Rate(4)
Interest earning assets:
Cash and cash equivalents 227,696 2,956 5.21 % 343,210 787 0.92 %
Taxable securities 318,285 5,167 6.51 % 174,489 1,237 2.84 %
Tax-exempt securities 10,399 67 2.58 % 14,378 92 2.57 %
FHLB and other restricted stock 27,071 219 3.24 % 12,526 34 1.09 %
Loans (1)
4,262,170 97,077 9.14 % 4,753,893 104,157 8.79 %
Total interest earning assets 4,845,621 105,486 8.73 % 5,298,496 106,307 8.05 %
Noninterest earning assets:
Cash and cash equivalents 73,176 91,882
Other noninterest earning assets 543,149 487,942
Total assets 5,461,946 5,878,320
Interest bearing liabilities:
Deposits:
Interest bearing demand 804,799 715 0.36 % 876,536 536 0.25 %
Individual retirement accounts 60,171 104 0.69 % 81,678 106 0.52 %
Money market 506,782 1,685 1.33 % 545,508 280 0.21 %
Savings 529,952 475 0.36 % 528,450 201 0.15 %
Certificates of deposit 286,253 902 1.26 % 461,280 550 0.48 %
Brokered time deposits 244,721 2,823 4.63 % 101,270 302 1.20 %
Other brokered deposits 13,188 173 5.26 % 76,155 731 3.85 %
Total interest bearing deposits 2,445,866 6,877 1.13 % 2,670,877 2,706 0.41 %
Federal Home Loan Bank advances 363,901 4,756 5.24 % 155,549 316 0.81 %
Subordinated notes 108,115 1,312 4.87 % 107,263 1,302 4.87 %
Junior subordinated debentures 41,378 1,090 10.57 % 40,802 556 5.47 %
Other borrowings 308 — — % 5,844 (1) (0.07) %
Total interest bearing liabilities 2,959,568 14,035 1.90 % 2,980,335 4,879 0.66 %
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits 1,598,733 1,951,725
Other liabilities 61,666 63,755
Total equity 841,979 882,505
Total liabilities and equity 5,461,946 5,878,320
Net interest income 91,451 101,428
Interest spread (2)
6.83 % 7.39 %
Net interest margin (3)
7.57 % 7.68 %

~~(1)Balance totals include respective nonaccrual assets.~~

~~(2)Net interest spread is the yield on average interest earning assets less the rate on interest bearing liabilities.~~

~~(3)Net interest margin is the ratio of net interest income to average interest earning assets.~~

~~(4)Ratios have been annualized.~~

~~Table of Contents~~

~~The following table presents loan yields earned on our loan portfolios:~~

Three Months Ended June 30,
2023 2022
(Dollars in thousands) Average Balance Interest Average Rate Average Balance Interest Average Rate
Banking loans $ 3,120,594 $ 57,258 7.36 % $ 3,014,573 $ 44,131 5.87 %
Factoring receivables 1,036,922 36,368 14.07 % 1,576,208 55,854 14.21 %
Payments receivables 104,654 3,451 13.23 % 163,112 4,172 10.26 %
Total loans $ 4,262,170 $ 97,077 9.14 % $ 4,753,893 $ 104,157 8.79 %

We earned net interest income of $91.5 million for the three months ended June 30, 2023 compared to $101.4 million for the three months ended June 30, 2022, a decrease of $9.9 million, or 9.8%, primarily driven by the following factors.

Interest income decreased $0.8 million, or 0.8%, due to a decrease in average interest earning assets of $452.9 million, or 8.5%, and a decrease in average total loans of $491.7 million, or 10.3%. The average balance of our higher yielding Factoring factored receivables decreased $539.3 million, or 34.2%, driving the decrease in interest income along with a decrease in average Payments factored receivables. Average Banking loans increased $106.0 million, or 3.5% due to increases in the average balances of commercial real estate, residential real estate, general commercial and mortgage warehouse loans. The decrease in average loans was partially offset by higher average balances among other types interest earning assets and higher rates discussed below. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product. The average mortgage warehouse lending balance was $848.0 million for the three months ended June 30, 2023 compared to $651.4 million for the three months ended June 30, 2022. A component of interest income consists of discount accretion on acquired loan portfolios and acquired liquid credit. We recognized discount accretion on purchased loans of $1.0 million and $3.6 million for the three months ended June 30, 2023 and 2022, respectively.

Interest expense increased $9.2 million, or 187.7%, despite a decrease in average interest-bearing liabilities. More specifically, average total interest bearing deposits decreased $225.0 million, or 8.4%. Average noninterest bearing demand deposits decreased $353.0 million. The change in interest expense period over period was also driven by higher average rates discussed below.

~~Net interest margin decreased to 7.57% for the three months ended June 30, 2023 from 7.68% for the three months ended June 30, 2022, a decrease of 11 basis points or 1.4%.~~

The decrease in our net interest margin was most impacted by an increase in our average cost of interest bearing liabilities of 124 basis points. This increase in average cost was caused by generally higher interest rates paid on our interest-bearing liabilities driven by changes in interest rates in the macro economy.

The decrease in our net interest margin was partially offset by an increase in our yield on interest earning assets of 68 basis points to 8.73% for the three months ended June 30, 2023. This increase was primarily driven by higher yields on loans which increased 35 basis points to 9.14% for the same period. That being said, further growth in loan yield was halted by a decrease in Factoring yield period over period, as well as a decrease in average Factoring factored receivables as a percentage of the total loan portfolio. Our transportation factoring balances, which generally generate a higher yield than our non-transportation factoring balances, were 95% and 94% of our Factoring portfolio at June 30, 2023 and 2022, respectively. Banking and Payments yields increased period over period. Non-loan yields were higher across the board period over period.

~~Table of Contents~~

The following table shows the effects that changes in average balances (volume) and average interest rates (rate) had on the interest earned on our interest earning assets and the interest incurred on our interest bearing:

Three Months Ended
June 30, 2023 vs. 2022
Increase (Decrease) Due to:
(Dollars in thousands) Rate Volume Net Increase
Interest earning assets:
Cash and cash equivalents $ 3,669 $ (1,500) $ 2,169
Taxable securities 1,596 2,334 3,930
Tax-exempt securities 1 (26) (25)
FHLB and other restricted stock 67 118 185
Loans 4,120 (11,200) (7,080)
Total interest income 9,453 (10,274) (821)
Interest bearing liabilities:
Interest bearing demand 243 (64) 179
Individual retirement accounts 35 (37) (2)
Money market 1,534 (129) 1,405
Savings 273 1 274
Certificates of deposit 904 (552) 352
Brokered time deposits 866 1,655 2,521
Other brokered deposits 268 (826) (558)
Total interest bearing deposits 4,123 48 4,171
Federal Home Loan Bank advances 1,717 2,723 4,440
Subordinated notes — 10 10
Junior subordinated debentures 519 15 534
Other borrowings 1 — 1
Total interest expense 6,360 2,796 9,156
Change in net interest income $ 3,093 $ (13,070) $ (9,977)

~~Credit Loss Expense~~

Credit loss expense is the amount of expense that, based on our judgment, is required to maintain the allowances for credit losses (“ACL”) at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1 of the Company’s 2022 Form 10-K for detailed discussion regarding ACL methodologies for available for sale debt securities, held to maturity securities and loans held for investment.

~~The following table presents the major categories of credit loss expense:~~

Three Months Ended June 30,
(Dollars in thousands) 2023 2022 $ Change % Change
Credit loss expense (benefit) on loans $ 3,514 $ 2,069 $ 1,445 69.8 %
Credit loss expense (benefit) on off balance sheet credit exposures (1,162) 932 (2,094) (224.7) %
Credit loss expense (benefit) on held to maturity securities 291 (100) 391 391.0 %
Credit loss expense on available for sale securities — — — —
Total credit loss expense (benefit) $ 2,643 $ 2,901 $ (258) (8.9) %

~~Table of Contents~~

For available for sale debt securities in an unrealized loss position, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense. At June 30, 2023 and March 31, 2023, the Company determined that all impaired available for sale securities experienced a decline in fair value below the amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the three months ended June 30, 2023. The same was true for the same period in the prior year.

The ACL on held to maturity ("HTM") securities is estimated at each measurement date on a collective basis by major security type. At June 30, 2023 and December 31, 2022, the Company’s held to maturity securities consisted of three investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At June 30, 2023 and March 31, 2023, the Company carried $6.3 million and $6.5 million, respectively, of these HTM securities at amortized cost. The required ACL on these balances was $2.9 million at June 30, 2023 and $2.6 million at March 31, 2023, resulting in $0.3 million of credit loss expense during the current quarter. Credit loss expense during the three months ended June 30, 2022 was a benefit of $0.1 million. None of the overcollateralization triggers tied to the CLO securities were tripped as of June 30, 2023. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call.

~~Our ACL on loans was $35.0 million as of June 30, 2023, compared to $42.8 million as of December 31, 2022, representing an ACL to total loans ratio of 0.81% and 1.04%, respectively.~~

~~Our credit loss expense on loans increased $1.4 million, or 69.8%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022.~~

During the three months ended June 30, 2023, new adverse developments with one of the two remaining Over-Formula Advance clients caused us to charge-off the entire Over-Formula Advance amount due from that client. This resulted in a net charge-off of $3.3 million; however, this net charge-off had no impact on credit loss expense as the entire amount had been reserved in a prior period. In accordance with the Agreement reached with Covenant, Covenant will reimburse us for $1.7 million of this charge-off which is reflected as a receivable on our June 30, 2023 Consolidated Balance Sheet. We continue to reserve the full balance of the Over-Formula Advance clients at June 30, 2023 which totals $4.0 million.

The increase in credit loss expense was primarily driven by increased net charge-offs during the period. Including the $3.3 million over-formula advance net charge-off previously discussed, net charge-offs during the three months ended June 30, 2023 were $10.8 million compared to $0.2 million during the same period a year ago. Approximately $8.1 million of the $10.8 million net charge-offs for the three months ended June 30, 2023 were reserved in a prior period while charge-offs during the three months ended June 30, 2022 were fully reserved in a prior period. Such prior period reserves are included in the discussion of changes in specific reserves below.

Changes in volume and mix of the loan portfolio also increased credit loss expense. Such changes created a benefit to credit loss expense of $0.2 million during the three months ended June 30, 2023 compared to a benefit to credit loss expense of $1.6 million during the same period a year ago.

The increased credit loss expense was partially offset by changes in new specific reserves. Such specific reserves decreased $7.1 million during the three months ended June 30, 2023 compared to an increase of $0.9 million during the same period a year ago.

The increase in credit loss expense was also partially offset by changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast period to calculate expected losses. The result of such changes had an insignificant impact to credit loss expense for the three months ended June 30, 2023 compared to credit loss expense of $2.6 million during the same period a year ago.

~~Credit loss expense for off balance sheet credit exposures decreased $2.1 million, primarily due to decreased underlying outstanding commitments to fund period over period.~~

~~Table of Contents~~

~~Noninterest Income~~

~~The following table presents our major categories of noninterest income:~~

Three Months Ended June 30,
(Dollars in thousands) 2023 2022 $ Change % Change
Service charges on deposits $ 1,769 $ 1,664 $ 105 6.3 %
Card income 2,119 2,080 39 1.9 %
Net OREO gains (losses) and valuation adjustments — 18 (18) (100.0) %
Net gains (losses) on sale or call of securities — 2,514 (2,514) (100.0) %
Net gains (losses) on sale of loans 87 17,269 (17,182) (99.5) %
Fee income 7,462 6,273 1,189 19.0 %
Insurance commissions 1,303 1,346 (43) (3.2) %
Other (1,229) 16,996 (18,225) (107.2) %
Total noninterest income $ 11,511 $ 48,160 $ (36,649) (76.1) %

~~Noninterest income decreased $36.6 million, or 76.1%. Changes in selected components of noninterest income in the above table are discussed below.~~

•~~Net gains (losses) on sale or call of securities.~~ ~~Net gains (losses) on sale or call of securities decreased $2.5 million as no securities we sold or called during the three months ended June 30, 2023.~~

•~~Net gains (losses) on sale of loans.~~ Net gains (losses) on sale of loans decreased $17.2 million due to the aforementioned $13.2 million gain on sale of factored receivables and the aforementioned $3.9 million gain on sale of equipment loans during the three months ended June 30, 2022. Sales of such magnitude did not repeat during the three months ended June 30, 2023.

•~~Fee income. Fee income increased $1.2 million, or 19.0%, due to a $0.7 million increase in fees earned by TriumphPay Audit during the three months ended June 30, 2023 compared to the same period a year ago.~~

•~~Other.~~ Other noninterest income decreased $18.2 million primarily due to a gain of $8.9 million on the aforementioned termination of an interest rate swap recognized during the three months ended June 30, 2022. During that same period, we recognized a net gain of $7.0 million on the aforementioned termination of WSI warrants and additional investment in WSI common stock. The decrease was also driven by a write down of our revenue share asset, which is carried at fair value, of $1.2 million during the three months ended June 30, 2023.

~~Noninterest Expense~~

~~The following table presents our major categories of noninterest expense:~~

Three Months Ended June 30,
(Dollars in thousands) 2023 2022 $ Change % Change
Salaries and employee benefits $ 54,219 $ 54,257 $ (38) (0.1) %
Occupancy, furniture and equipment 7,292 6,507 785 12.1 %
FDIC insurance and other regulatory assessments 796 382 414 108.4 %
Professional fees 3,035 3,607 (572) (15.9) %
Amortization of intangible assets 3,001 3,064 (63) (2.1) %
Advertising and promotion 1,577 1,785 (208) (11.7) %
Communications and technology 11,397 9,820 1,577 16.1 %
Travel and entertainment 1,555 1,423 132 9.3 %
Other 7,524 7,762 (238) (3.1) %
Total noninterest expense $ 90,396 $ 88,607 $ 1,789 2.0 %

~~Table of Contents~~

~~Noninterest expense increased $1.8 million, or 2.0%. Details of the more significant changes in the various components of noninterest expense are further discussed below.~~

•~~Salaries and Employee Benefits.~~ Salaries and employee benefits expenses were relatively flat period over period. Employee salaries and payroll taxes increased $3.2 million and $0.4 million, respectively, which is primarily due to merit increases for existing employees and growth in our workforce. The size of our workforce increased period over period due to organic growth within the Company. Our average full-time equivalent employees were 1,480.7 and 1,365.3 for the three months ended June 30, 2023 and 2022, respectively. Further, compensation for temporary and/or contract labor increased $0.3 million and sales commissions, primarily related to our operations at Triumph Financial Services and TriumphPay, increased $0.5 million period over period. Accruals for bonus expense were $1.0 million lower period over period and stock based compensation expense included in salaries and employee benefits expense decreased $4.2 million period over period.

•~~Occupancy, Furniture and Equipment.~~ ~~Occupancy, furniture and equipment expenses increased $0.8 million, or 12.1%, primarily due to growth in our operations period over period.~~

•~~Professional Fees. Professional fees decreased $0.6 million, or 15.9%, primarily due to a $0.6 million decrease in legal and consulting fees period over period.~~

•~~Communication and Technology.~~ Communication and technology increased $1.6 million, or 16.1%, primarily as a result of increased spending on IT information security and IT license and software maintenance to develop efficiency in our operations and improve the functionality and security of our technology platforms period over period.

•~~Other.~~ Other noninterest expense includes loan-related expenses, software amortization, training and recruiting, postage, insurance, and subscription services. Other noninterest expense decreased $0.2 million, or 3.1%. There were no notable variances in other noninterest expense period over period.

~~Income Taxes~~

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the effect of changes in valuation allowances maintained against deferred tax benefits.

Income tax expense decreased $11.6 million, from $13.9 million for the three months ended June 30, 2022 to $2.3 million for the three months ended June 30, 2023. The effective tax rate was 23% for the three months ended June 30, 2023, compared to 24% for the three months ended June 30, 2022. There were no notable income tax events in either period.

~~Operating Segment Results~~

Our reportable segments are Banking, Factoring, Payments, and Corporate, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the operations of TBK Bank. Our Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Factoring segment includes the operations of Triumph Financial Services with revenue derived from factoring services. The Payments segment includes the operations of the TBK Bank's TriumphPay division, which provides a presentment, audit, and payment solution to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a Carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering Brokers the ability to settle their invoices with us on an extended term following our payment to their Carriers as an additional liquidity option for such Brokers.

Prior to March 31, 2023, the majority of salaries and benefits expense for our executive leadership team, as well as other selling, general, and administrative shared services costs including human resources, accounting, finance, risk management and a significant amount of information technology expense, were allocated to the Banking segment. During the quarter ended March 31, 2023 management began allocating such shared service costs to its Corporate segment. We continue to make considerable investments in shared services that benefit the entire organization and by moving such expenses to the Corporate segment, our chief operating decision maker and investors now have greater visibility into the operating performance of each reportable segment. Prior periods were revised to reflect such allocations and achieve appropriate comparability.

~~Table of Contents~~

Separately, prior to March 31, 2023, intersegment interest expense was allocated to the Factoring and Payments segments (when the Payments segment is not self-funded) based on a rolling average of Federal Home Loan Bank advance rates. When the Payments segment was self-funded with funding in excess of its factored receivables, intersegment interest income was allocated based on the Federal Funds effective rate. During the quarter ended March 31, 2023, we began allocating intersegment interest expense to the Factoring and Payments segments based on one-month term SOFR for their funding needs. When the Payments segment is self-funded, with funding in excess of its factored receivables, intersegment interest income will continue to be allocated based on the Federal Funds effective rate. Management believes that such intersegment interest allocations are more intuitive in the current interest rate environment. Prior periods were revised to reflect such allocations and achieve appropriate comparability.

Reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Changes in management structure or allocation methodologies and procedures may result in future changes to previously reported segment financial data. Other than the changes to allocations discussed above, the accounting policies of the segments are substantially the same as those described in the “Summary of Significant Accounting Policies” in Note 1 of the Company’s 2022 Form 10-K.

Transactions between segments consist primarily of borrowed funds, payment network fees, and servicing fees. Intersegment interest expense is allocated to the Factoring and Payments segments as described above. Beginning January 1, 2023, payment network fees are paid by the Factoring segment to the Payments segment for use of the payments network. Beginning prospectively on June 1, 2023, factoring transactions with freight broker clients were transferred from our Factoring segment to our Payments segment to align with TriumphPay's supply chain finance product offerings. Servicing fees are paid by the Payments segment to the Factoring segment for servicing such product. Credit loss expense is allocated based on the segment’s ACL determination. Noninterest income and expense directly attributable to a segment are assigned to it with various shared service costs such as human resources, accounting, finance, risk management and information technology expense assigned to the Corporate segment. Taxes are paid on a consolidated basis and are not allocated for segment purposes. The Factoring segment includes only factoring originated by Triumph Financial Services.

~~The following tables present our primary operating results for our operating segments:~~

(Dollars in thousands)
Three Months Ended June 30, 2023 Banking Factoring Payments Corporate Consolidated
Total interest income $ 65,624 $ 36,367 $ 3,451 $ 44 $ 105,486
Intersegment interest allocations 7,478 (9,358) 1,880 — —
Total interest expense 11,634 — — 2,401 14,035
Net interest income (expense) 61,468 27,009 5,331 (2,357) 91,451
Credit loss expense (benefit) 831 1,481 41 290 2,643
Net interest income after credit loss expense 60,637 25,528 5,290 (2,647) 88,808
Noninterest income 6,347 980 4,119 65 11,511
Intersegment noninterest income (expense)(1)
— (97) 97 — —
Noninterest expense 31,934 20,218 16,939 21,305 90,396
Net income (loss) before income tax expense $ 35,050 $ 6,193 $ (7,433) $ (23,887) $ 9,923

(Dollars in thousands)
Three Months Ended June 30, 2022 Banking Factoring Payments Corporate Consolidated
Total interest income $ 46,239 $ 55,854 $ 4,172 $ 42 $ 106,307
Intersegment interest allocations 4,246 (3,878) (368) — —
Total interest expense 3,021 — — 1,858 4,879
Net interest income (expense) 47,464 51,976 3,804 (1,816) 101,428
Credit loss expense (benefit) 3,120 64 (184) (99) 2,901
Net interest income after credit loss expense 44,344 51,912 3,988 (1,717) 98,527
Noninterest income 22,282 15,521 10,309 48 48,160
Intersegment noninterest income (expense)(1)
— — — — —
Noninterest expense 31,205 23,512 17,663 16,227 88,607
Net income (loss) before income tax expense $ 35,421 $ 43,921 $ (3,366) $ (17,896) $ 58,080

~~Table of Contents~~

~~(1)~~ ~~Intersegment noninterest income (expense) includes:~~

(Dollars in thousands)
June 30, 2023 Banking Factoring Payments Corporate Eliminations Consolidated
Total assets $ 5,161,837 $ 1,084,139 $ 447,935 $ 1,021,259 $ (2,062,449) $ 5,652,721
Gross loans $ 3,688,130 $ 997,842 $ 175,952 $ — $ (537,166) $ 4,324,758
(Dollars in thousands)
December 31, 2022 Banking Factoring Payments Corporate Eliminations Consolidated
Total assets $ 4,910,628 $ 1,260,209 $ 371,948 $ 1,061,662 $ (2,270,664) $ 5,333,783
Gross loans $ 3,572,716 $ 1,151,727 $ 85,722 $ — $ (689,874) $ 4,120,291

~~Banking~~

(Dollars in thousands) Three Months Ended June 30,
Banking 2023 2022 $ Change % Change
Total interest income $ 65,624 $ 46,239 $ 19,385 41.9 %
Intersegment interest allocations 7,478 4,246 3,232 76.1 %
Total interest expense 11,634 3,021 8,613 285.1 %
Net interest income (expense) 61,468 47,464 14,004 29.5 %
Credit loss expense (benefit) 831 3,120 (2,289) (73.4) %
Net interest income after credit loss expense 60,637 44,344 16,293 36.7 %
Noninterest income 6,347 22,282 (15,935) (71.5) %
Noninterest expense 31,934 31,205 729 2.3 %
Operating income (loss) $ 35,050 $ 35,421 $ (371) (1.0) %

~~Our Banking segment’s operating income decreased $0.4 million, or 1.0%.~~

Total interest income increased $19.4 million, or 41.9%, at our Banking segment due to an increase in average interest earning Banking assets. Additionally, the increase in interest income was driven by an increase in yields on interest earning assets at our Banking segment. Average loans in our Banking segment, excluding intersegment loans, increased 3.5% from $3.015 billion for the three months ended June 30, 2022 to $3.121 billion for the three months ended June 30, 2023, and average balances of other interest earning assets at our Banking segment increased period over period. Intersegment interest income allocated to our Banking segment increased period over period due to an increased interest rate charged to our Factoring segment consistent with increased interest rates experienced in the macro economy period over period.

Interest expense increased $8.6 million, or 285.1%, despite a decrease in average interest-bearing liabilities, including a decrease in average total interest bearing deposits of $225.0 million, or 8.4%, period over period. This increase was driven by higher interest rates paid on our interest-bearing liabilities driven by changes in interest rates in the macro economy.

~~Table of Contents~~

Credit loss expense at our Banking segment is made up of credit loss expense related to loans and credit loss expense related to off balance sheet commitments to lend. Credit loss expense related to loans was $2.0 million for the three months ended June 30, 2023 compared to credit loss expense on loans of $2.2 million for the three months ended June 30, 2022. The decrease in credit loss expense was the result of changes to the projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast period and decreased specific reserves period over period. These decreases were partially offset by an increase driven by the volume and mix of our portfolio and increased net charge-off activity period over period.

Credit loss expense for off balance sheet credit exposures decreased $2.1 million, from $0.9 million for the three months ended June 30, 2022 to a benefit of $1.2 million for the three months ended June 30, 2023, ~~primarily due to decreased underlying outstanding commitments to fund period over period.~~

Noninterest income at our Banking segment decreased period over period due to the aforementioned $3.9 million gain on sale of equipment loans, the aforementioned gain of $8.9 million on the termination of an interest rate swap, and a $2.5 million gain on sale of securities during the three months ended June 30, 2022 that did not repeat during the current period.

Noninterest expense increased primarily due to an increase in salaries and employee benefits expense due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense. The increase in noninterest expense was also driven by increased communications and information technology spend.

Year to date, our aggregate outstanding balances for our banking products, excluding intercompany loans, has increased $268.1 million, or 9.3%, to $3.151 billion as of June 30, 2023. The following table sets forth our banking loans:

(Dollars in thousands) June 30,
2023 December 31,
2022 $ Change % Change
Banking
Commercial real estate $ 768,711 $ 678,144 $ 90,567 13.4 %
Construction, land development, land 110,071 90,976 19,095 21.0 %
1-4 family residential 130,628 125,981 4,647 3.7 %
Farmland 67,913 68,934 (1,021) (1.5) %
Commercial - General 295,159 316,364 (21,205) (6.7) %
Commercial - Paycheck Protection Program 45 55 (10) (18.2) %
Commercial - Agriculture 46,839 48,494 (1,655) (3.4) %
Commercial - Equipment 493,763 454,117 39,646 8.7 %
Commercial - Asset-based lending 231,265 229,754 1,511 0.7 %
Commercial - Liquid Credit 151,821 202,326 (50,505) (25.0) %
Consumer 8,409 8,868 (459) (5.2) %
Mortgage Warehouse 846,340 658,829 187,511 28.5 %
Total banking loans $ 3,150,964 $ 2,882,842 $ 268,122 9.3 %

~~Factoring~~

(Dollars in thousands) Three Months Ended June 30,
Factoring 2023 2022 $ Change % Change
Total interest income $ 36,367 $ 55,854 $ (19,487) (34.9) %
Intersegment interest allocations (9,358) (3,878) (5,480) (141.3) %
Total interest expense — — — —
Net interest income (expense) 27,009 51,976 (24,967) (48.0) %
Credit loss expense (benefit) 1,481 64 1,417 2,214.1 %
Net interest income (expense) after credit loss expense 25,528 51,912 (26,384) (50.8) %
Noninterest income 980 15,521 (14,541) (93.7) %
Intersegment noninterest income (expense) (97) — (97) (100.0) %
Noninterest expense 20,218 23,512 (3,294) (14.0) %
Net income (loss) before income tax expense $ 6,193 $ 43,921 $ (37,728) (85.9) %

~~Table of Contents~~

Three Months Ended June 30,
2023 2022
Factored receivable period end balance $ 997,842,000 $ 1,474,852,000
Yield on average receivable balance 14.07 % 14.21 %
Current quarter charge-off rate(1)
0.54 % — %
Factored receivables - transportation concentration 95 % 94 %
Interest income, including fees $ 36,367,000 $ 55,854,000
Non-interest income 980,000 15,521,000
Intersegment noninterest income 170,000 —
Factored receivable total revenue 37,517,000 71,375,000
Average net funds employed 918,439,000 1,409,312,000
Yield on average net funds employed 16.38 % 20.31 %
Accounts receivable purchased $ 2,732,976,000 $ 4,023,569,000
Number of invoices purchased 1,494,963 1,725,721
Average invoice size $ 1,828 $ 2,332
Average invoice size - transportation $ 1,773 $ 2,176
Average invoice size - non-transportation $ 5,790 $ 6,469

~~Metrics above include assets and deposits held for sale.~~

~~(1)~~ June 30, 2023 includes a $3.3 million charge-off of an over-formula advance balance, which contributed approximately 0.32% to the net charge-off rate for the quarter. In accordance with the agreement reached with Covenant, Covenant will reimburse us for $1.7 million of this charge-off.

~~Our Factoring segment’s operating income decreased $37.7 million, or 85.9%.~~

Our average invoice size decreased 21.6% from $2,332 for the three months ended June 30, 2022 to $1,828 for the three months ended June 30, 2023. Additionally, the number of invoices purchased decreased 13.4% period over period.

Net interest income at our Factoring segment decreased period over period. Overall average net funds employed (“NFE”) decreased 34.8% during the three months ended June 30, 2023 compared to the same period in 2022. The decrease in average NFE was the result of decreased invoice purchase volume and decreased average invoice sizes. Those, in turn, resulted from a softening transportation market. See further discussion under the Recent Developments: Trucking Transportation section. We maintained high concentration in transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances. This concentration was at 95% at June 30, 2023 and 94% at June 30, 2022. The aforementioned transfer of freight broker supply chain finance to the Payments segment resulted in a reduction of net interest income at our Factoring segment of $0.5 million.

Credit loss expense at our Factoring segment increased period over period, primarily due to increased net charge-offs, including the fully reserved $3.3 million charge-off of the acquired over-advance factored receivables. This increase was partially offset by a reduction in specific reserves and a reduction of period end volume of the factoring portfolio period over period. Changes in loss assumptions did not have a material impact on the change in credit loss expense period over period.

Noninterest income at our Factoring segment decreased period over period due to the aforementioned $13.2 million gain on sale of factored receivables during the three months ended June 30, 2022. The decrease was also driven by a $1.2 million write down of our revenue share asset, which is carried at fair value, during the three months ended June 30, 2023.

Noninterest expense decreased primarily due to a decrease in salary and benefits expense including a decrease in stock compensation. Additionally, there was a decrease in communications and technology expense period over period.

~~Table of Contents~~

~~Payments~~

(Dollars in thousands) Three Months Ended June 30,
Payments 2023 2022 $ Change % Change
Total interest income $ 3,451 $ 4,172 $ (721) (17.3) %
Intersegment interest allocations 1,880 (368) 2,248 610.9 %
Total interest expense — — — — %
Net interest income (expense) 5,331 3,804 1,527 40.1 %
Credit loss expense (benefit) 41 (184) 225 122.3 %
Net interest income after credit loss expense 5,290 3,988 1,302 32.6 %
Noninterest income 4,119 10,309 (6,190) (60.0) %
Intersegment noninterest income (expense) 97 — 97 100.0 %
Noninterest expense 16,939 17,663 (724) (4.1) %
Net income (loss) before income tax expense $ (7,433) $ (3,366) $ (4,067) (120.8) %

Three Months Ended June 30,
2023 2022
Supply chain financing factored receivables $ 93,678,000 $ —
Quickpay and other factored receivables 82,274,000 145,835,000
Factored receivable period end balance $ 175,952,000 $ 145,835,000
Interest income $ 3,451,000 $ 4,172,000
Intersegment interest income 1,880,000 —
Noninterest income 4,119,000 10,309,000
Intersegment noninterest income 267,000 $ —
Total revenue $ 9,717,000 $ 14,481,000
Operating income (loss) $ (7,433,000) $ (3,366,000)
Intersegment interest expense — 368,000
Depreciation and software amortization expense 368,000 103,000
Intangible amortization expense 1,729,000 1,477,000
Earnings (losses) before interest, taxes, depreciation, and amortization $ (5,336,000) $ (1,418,000)
EBITDA margin (55) % (10) %
Number of invoices processed 4,526,629 4,394,351
Amount of payments processed $ 4,940,317,000 $ 6,033,898,000
Network invoice volume 181,904 118,580
Network payment volume $ 299,948,000 $ 253,312,000

~~Our Payments segment's operating loss increased $4.1 million, or 120.8%.~~

The number of invoices processed by our Payments segment increased 3.0% from 4,394,351 for the three months ended June 30, 2022 to 4,526,629 for the three months ended June 30, 2023, and the amount of payments processed decreased 18.1% from $6.034 billion for the three months ended June 30, 2022 to $4.940 billion for the three months ended June 30, 2023 driven by lower average invoice prices.

We began processing network transactions during the first quarter of 2022. When a fully integrated TriumphPay payor receives an invoice from a fully integrated TriumphPay payee, we call that a “network transaction.” All network transactions are included in our payment processing volume above. These transactions are facilitated through TriumphPay APIs with parties on both sides of the transaction using structured data; similar to how a credit card works at a point-of-sale terminal. The integrations largely automate the process and make it cheaper, faster and safer. During the three months ended June 30, 2023, we processed 181,904 network invoices representing a network payment volume of $299.9 million. During the three months ended June 30, 2022, we processed 118,580 network invoices representing a network payment volume of $253.3 million.

~~Table of Contents~~

Net interest income increased due to increased yields at our Payments segment period over period and intersegment interest allocation. The aforementioned transfer of factoring transactions with freight broker clients to the Payments segment resulted in an increase of net interest income at our Factoring segment of $0.4 million.

Noninterest income decreased due to the $7.0 million net gain on the aforementioned termination of WSI warrants and additional investment in WSI common stock during the three months ended June 30, 2023. The decrease was offset by a $0.7 million increase in payment fees earned by TriumphPay during the three months ended June 30, 2023 compared to the same period a year ago.

Noninterest expense decreased primarily due to a decrease in salaries and employee benefits expense driven by a decrease in employee salaries, temporary and/or contract labor, incentive comp, and stock based compensation at our Payments segment. The decrease was partially offset by an increase in communications and technology expense.

The acquisition of HubTran during 2021 allows TriumphPay to create a fully integrated payments network for trucking, servicing brokers and factors. TriumphPay already offered tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Through the acquisition of HubTran, TriumphPay created additional value through the enhancement of its presentment, audit, and payment capabilities for shippers, third party logistics companies (i.e., freight brokers) and their carriers, and factors. The acquisition of HubTran was a meaningful inflection point in the operations of TriumphPay as the TriumphPay strategy has shifted from a capital-intensive on-balance sheet product with a focus on interest income to an open-loop payments network for the trucking industry with a focus on fee revenue. It is for this reason that management believes that earnings before interest, taxes, depreciation, and amortization and the adjustment to that metric enhance investors' overall understanding of the financial performance of the Payments segment. Further, as a result of the HubTran acquisition, management recorded $27.3 million of intangible assets that will lead to meaningful amounts of amortization going forward. The aforementioned transfer of factoring transactions with freight broker clients to the Payments segment contributed four percentage points to the EBITDA margin at our payments segment for the three months ended June 30, 2023.

~~Corporate~~

(Dollars in thousands) Three Months Ended June 30,
Corporate 2023 2022 $ Change % Change
Total interest income $ 44 $ 42 $ 2 4.8 %
Intersegment interest allocations — — — —
Total interest expense 2,401 1,858 543 29.2 %
Net interest income (expense) (2,357) (1,816) (541) (29.8) %
Credit loss expense (benefit) 290 (99) 389 392.9 %
Net interest income (expense) after credit loss expense (2,647) (1,717) (930) (54.2) %
Other noninterest income 65 48 17 35.4 %
Noninterest expense 21,305 16,227 5,078 31.3 %
Net income (loss) before income tax expense $ (23,887) $ (17,896) $ (5,991) (33.5) %

The Corporate segment reported an operating loss of $23.9 million for the three months ended June 30, 2023 compared to an operating loss of $17.9 million for the three months ended June 30, 2022. The increased operating loss was driven by increased noninterest expense which was the result of increased salaries and benefits expense due to due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense. Further, the size of our workforce increased period over period due to organic growth within the Company. Additionally, occupancy expense and communication and technology expense increased period over period.

~~Results of Operations~~

~~Six months ended June 30, 2023 compared with six months ended June 30, 2022~~

Net Income

We earned net income of ~~$18.7~~$4.2 million for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~$68.5~~net income of $11.0 million for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, a decrease of ~~$49.8 million. The decrease in net income was driven by a $36.7~~$6.8 million decrease in noninterest income, a $16.7 million decrease in net interest income, a $12.5 million increase in noninterest expense, and a $1.9 million increase in credit loss expense offset by a $18.0 decrease in income tax expense.or 62.2%.


	Three Months Ended March 31, 2024
(Dollars in thousands, except per share amounts)	2024		2023		$ Change		% Change
Interest income	$	101,947	$	100,674	$	1,273	1.3	%
Interest expense	15,912		7,292		8,620		118.2	%
Net interest income	86,035		93,382		(7,347)		(7.9)	%
Credit loss expense (benefit)	5,896		2,613		3,283		125.6	%
Net interest income after credit loss expense (benefit)	80,139		90,769		(10,630)		(11.7)	%
Noninterest income	14,999		11,022		3,977		36.1	%
Noninterest expense	90,371		89,281		1,090		1.2	%
Net income (loss) before income taxes	4,767		12,510		(7,743)		(61.9)	%
Income tax expense (benefit)	609		1,500		(891)		(59.4)	%
Net income (loss)	$	4,158	$	11,010	$	(6,852)	(62.2)	%

~~Table of Contents~~

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

Net Interest Income

Table of Contents

Six Months Ended June 30,
2023 2022
(Dollars in thousands) Average
Balance Interest
Average
Rate(4)
Average
Balance Interest
Average
Rate(4)
Interest earning assets:
Cash and cash equivalents $ 244,012 $ 5,950 4.92 % $ 308,668 $ 915 0.60 %
Taxable securities 306,883 9,196 6.04 % 172,282 2,320 2.72 %
Tax-exempt securities 11,763 151 2.59 % 14,582 187 2.59 %
FHLB and other restricted stock 18,558 344 3.74 % 11,267 110 1.97 %
Loans (1)
4,186,570 190,519 9.18 % 4,783,709 206,210 8.69 %
Total interest earning assets 4,767,786 206,160 8.72 % 5,290,508 209,742 7.99 %
Noninterest earning assets:
Cash and cash equivalents 83,730 80,583
Other noninterest earning assets 534,913 489,825
Total assets $ 5,386,429 $ 5,860,916
Interest bearing liabilities:
Deposits:
Interest bearing demand $ 820,467 $ 1,285 0.32 % $ 855,756 $ 979 0.23 %
Individual retirement accounts 62,663 189 0.61 % 82,182 210 0.52 %
Money market 502,456 2,815 1.13 % 542,050 561 0.21 %
Savings 537,404 784 0.29 % 519,269 393 0.15 %
Certificates of deposit 292,665 1,457 1.00 % 489,682 1,134 0.47 %
Brokered time deposits 172,354 3,373 3.95 % 60,065 305 1.02 %
Other brokered deposits 6,768 176 5.24 % 142,710 685 0.97 %
Total interest bearing deposits 2,394,777 10,079 0.85 % 2,691,714 4,267 0.32 %
Federal Home Loan Bank advances 251,961 6,503 5.20 % 109,972 354 0.65 %
Subordinated notes 108,009 2,621 4.89 % 107,151 2,601 4.90 %
Junior subordinated debentures 41,303 2,124 10.37 % 40,732 1,010 5.00 %
Other borrowings 1,457 — — % 5,469 3 0.11 %
Total interest bearing liabilities 2,797,507 21,327 1.54 % 2,955,038 8,235 0.56 %
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits 1,651,463 1,944,606
Other liabilities 87,457 79,540
Total equity 850,002 881,732
Total liabilities and equity $ 5,386,429 $ 5,860,916
Net interest income $ 184,833 $ 201,507
Interest spread (2)
7.18 % 7.43 %
Net interest margin (3)
7.82 % 7.68 %

~~Table of Contents~~


	Three Months Ended March 31,
	2024				2023
(Dollars in thousands)	Average Balance	Interest	Average Rate(4)		Average Balance	Interest	Average Rate(4)
Interest earning assets:
Cash and cash equivalents	360,694	4,903	5.47	%	260,508	2,994	4.66	%
Taxable securities	321,344	5,326	6.67	%	295,353	4,029	5.53	%
Tax-exempt securities	3,508	25	2.87	%	13,142	84	2.59	%
FHLB and other restricted stock	13,649	232	6.84	%	9,951	125	5.09	%
Loans (1)	4,045,366	91,461	9.09	%	4,110,129	93,442	9.22	%
Total interest earning assets	4,744,561	101,947	8.64	%	4,689,083	100,674	8.71	%
Noninterest earning assets:
Cash and cash equivalents	81,535				94,401
Other noninterest earning assets	565,424				526,540
Total assets	5,391,520				5,310,024
Interest bearing liabilities:
Deposits:
Interest bearing demand	731,747	851	0.47	%	836,309	570	0.28	%
Individual retirement accounts	51,433	163	1.27	%	65,182	85	0.53	%
Money market	569,596	3,970	2.80	%	498,083	1,130	0.92	%
Savings	533,695	1,322	1.00	%	544,939	309	0.23	%
Certificates of deposit	263,561	1,864	2.84	%	299,104	630	0.85	%
Brokered time deposits	284,518	3,742	5.29	%	99,226	475	1.94	%
Other brokered deposits	17,860	240	5.40	%	278	3	4.38	%
Total interest bearing deposits	2,452,410	12,152	1.99	%	2,343,121	3,202	0.55	%
Federal Home Loan Bank advances	98,407	1,352	5.53	%	138,778	1,747	5.11	%
Subordinated notes	108,739	1,224	4.53	%	107,901	1,309	4.92	%
Junior subordinated debentures	41,799	1,184	11.39	%	41,227	1,034	10.17	%
Other borrowings	—	—	—	%	2,620	—	—	%
Total interest bearing liabilities	2,701,355	15,912	2.37	%	2,633,647	7,292	1.12	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits	1,724,532				1,704,778
Other liabilities	85,808				113,487
Total equity	879,825				858,112
Total liabilities and equity	5,391,520				5,310,024
Net interest income		86,035				93,382
Interest spread (2)			6.27	%			7.59	%
Net interest margin (3)			7.29	%			8.08	%

(1)Balance totals include respective nonaccrual assets.

(2)Net interest spread is the yield on average interest earning assets less the rate on interest bearing liabilities.

(3)Net interest margin is the ratio of net interest income to average interest earning assets.

(4)Ratios have been annualized.

Table of Contents

The following table presents loan yields earned on our loan portfolios:


			Six Months Ended June 30,
			2023						2022
		Three Months Ended March 31,																																Three Months Ended March 31,
		2024																						2024													2023
(Dollars in thousands)	(Dollars in thousands)		Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate		(Dollars in thousands)	Average Balance			Interest				Average Rate					Average Balance					Interest							Average Rate
Banking loans	Banking loans		$	3,019,168	$	109,796	7.33	%	$	3,023,608	$	84,978	5.67	%	Banking loans	$	2,932,646	$	$	53,552	7.34			7.34		%			$	2,916,614	$			$	52,538			7.31			7.31	%
Factoring receivables	Factoring receivables		1,073,434		74,525		14.00	%	1,595,230		112,228		14.19	%	Factoring receivables	942,414		32,752		32,752		13.98			13.98		%			1,110,203		38,157				38,157			13.94			13.94	%
Payments receivables	Payments receivables		93,968		6,198		13.30	%	164,871		9,004		11.01	%	Payments receivables	170,306		5,157		5,157		12.18			12.18		%			83,312		2,747				2,747			13.37			13.37	%
Total loans	Total loans		$	4,186,570	$	190,519	9.18	%	$	4,783,709	$	206,210	8.69	%	Total loans	$	4,045,366	$	$	91,461	9.09			9.09		%			$	4,110,129	$			$	93,442			9.22			9.22	%

We earned net interest income of ~~$184.8~~$86.0 million for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~$201.5~~$93.4 million for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, a decrease of ~~$16.7~~$7.4 million, or ~~8.3%~~7.9%, primarily driven by the following factors.

Interest income ~~decreased $3.6~~increased $1.3 million, or ~~1.7%~~1.3%, due to ~~a decrease in total~~increased yields across all of our broad interest earning asset categories with the exception of loans. Additionally, average interest earning assets ~~of $522.7~~increased $55.5 million, or ~~9.9%~~1.2%, ~~and~~while we experienced a decrease in average total loans of ~~$597.1~~$64.8 million, or ~~12.5%~~1.6%. The average balance of our higher yielding Factoring factored receivables decreased ~~$521.8~~$167.8 million, or ~~32.7%~~15.1%, ~~driving the majority of the decrease in interest income along with a decrease~~while we experienced an increase in average Payments factored receivables. ~~Additionally, the decrease in interest income was the result of a~~The decrease in average Factoring factored receivables and the increase in Payments factored receivables was impacted by our decision to move supply chain financing receivables from our Factoring segment to our Payments segment during the second quarter 2023. Average Banking loans ~~of $4.4~~increased $16.0 million, or ~~0.1%~~0.5% due to ~~decreases~~increases in the average balances of ~~all Banking loan types except for~~ commercial real estate, ~~residential real estate, general commercial, liquid credit,~~construction and ~~mortgage warehouse.~~development, agriculture, and asset-based lending loans. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product. The average mortgage warehouse lending balance was ~~$794.9~~$633.9 million for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~$644.1~~$718.8 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. A component of interest income consists of discount accretion on acquired loan ~~portfolios.~~portfolios and acquired liquid credit loans. We recognized discount accretion on purchased loans of ~~$2.8~~$0.5 million and ~~$5.1~~$1.8 million for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The decrease in interest income was partially offset by increases in rates discussed below. Further, increased average balances and yields of taxable securtities partially offset the decrease in interest income.

Interest expense increased ~~$13.1~~$8.6 million, or ~~159.0%~~118.2%, ~~due to increased~~primarily driven by higher average rates ~~on interest bearing liabilities~~ discussed below. ~~The increase in interest expense was partially offset by a decrease in~~Additionally, average ~~interest bearing~~interest-bearing liabilities ~~of $157.5 million, or 5.3%.~~increased period over period. More specifically, average total interest bearing deposits ~~decreased $296.9~~increased $109.3 million, or ~~11.0%~~4.7%. Average noninterest bearing demand deposits ~~decreased $293.1~~grew $19.8 million.

Net interest margin ~~increased~~decreased to ~~7.82%~~7.29% for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 from ~~7.68%~~8.08% for the ~~six~~three months ended ~~June 30, 2022, an increase~~March 31, 2023, a decrease of 1479 basis points or ~~1.8%~~9.8%.

Our net interest margin was impacted by an increase in yield on our interest earning assets of 73 basis points to 8.72% for the six months ended June 30, 2023. This increase was driven by higher yields on loans which increased 49 basis points to 9.18% for the same period. Factoring yield decreased period over period and average Factoring factored receivables as a percentage of the total loan portfolio also decreased which had a meaningful downward impact on total loan yield. Our transportation factoring balances, which generate a higher yield than our non-transportation factoring balances, were flat as a percentage of the overall factoring portfolio at 96% for June 30, 2023 and June 30, 2022, respectively. Banking and Payments yields increased period over period and non-loan yields also increased over the same period.

The ~~increase~~decrease in our net interest margin was ~~partially offset~~most impacted by an increase in our average cost of interest bearing liabilities of 98125 basis points. This increase in average cost was caused by generally higher interest rates paid on our interest-bearing liabilities driven by changes in interest rates in the macro economy.

The decrease in our net interest margin was also impacted by a decrease in our yield on interest earning assets of 7 basis points to 8.64% for the three months ended March 31, 2024. This decrease was primarily driven by lower yields on loans which decreased 13 basis points to 9.09% for the same period. Our yield on Factoring factored receivables was relatively flat period over period; however our average Factoring factored receivables as a percentage of the total average loan portfolio decreased which had a meaningful impact on our overall loan yield. Our transportation factoring balances, which generally generate a higher yield than our non-transportation factoring balances, were 97% and 95% of our Factoring portfolio at March 31, 2024 and 2023, respectively. Banking and payments yields decreased period over period. Non-loan yields were higher across the board period over period.

Our mortgage warehouse business has nearly self-funded for several quarters due to the servicing deposits of its customers. We grew such deposits by $292.8 million during the first quarter to a total of $519.6 million at March 31, 2024. These deposits are noninterest bearing deposits on our balance sheet. Despite their classification, many of these deposits are not truly free of cost as our clients are compensated for these balances in the form of an earnings interest rebate rather than deposit interest. As a result, such noninterest bearing deposits decrease our loan yield rather than increase our deposit rates. It is important to note that our net interest margin is not affected by this arrangement. During the first quarter of 2024, these deposits decreased our overall yield on loans by 47 bps and our overall cost of deposits and cost of funds would have been 45 bps and 42 bps higher, respectively.

6848

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		Six Months Ended
		June 30, 2023 vs. 2022
		Increase (Decrease) Due to:				Net Increase
	Three Months Ended										Three Months Ended
	March 31, 2024 vs. 2023											March 31, 2024 vs. 2023
	Increase (Decrease) Due to:
(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)	(Dollars in thousands)	Rate		Volume				Net Increase	Rate	Volume			Net Increase
Interest earning assets:	Interest earning assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	6,612	$	(1,577)	$	5,035
Taxable securities	Taxable securities	2,843		4,033		6,876
Tax-exempt securities	Tax-exempt securities	—		(36)		(36)
FHLB and other restricted stock	FHLB and other restricted stock	99		135		234
Loans	Loans	11,483		(27,174)		(15,691)
Total interest income	Total interest income	21,037		(24,619)		(3,582)
Interest bearing liabilities:	Interest bearing liabilities:
Interest bearing demand
Interest bearing demand
Interest bearing demand	Interest bearing demand	361		(55)		306
Individual retirement accounts	Individual retirement accounts	38		(59)		(21)
Money market	Money market	2,476		(222)		2,254
Savings	Savings	365		26		391
Certificates of deposit	Certificates of deposit	1,304		(981)		323
Brokered time deposits	Brokered time deposits	870		2,198		3,068
Other brokered deposits	Other brokered deposits	3,026		(3,535)		(509)
Total interest bearing deposits	Total interest bearing deposits	8,440		(2,628)		5,812
Federal Home Loan Bank advances	Federal Home Loan Bank advances	2,484		3,665		6,149
Subordinated notes	Subordinated notes	(1)		21		20
Junior subordinated debentures	Junior subordinated debentures	1,085		29		1,114
Other borrowings	Other borrowings	(3)		—		(3)
Total interest expense	Total interest expense	12,005		1,087		13,092
Change in net interest income	Change in net interest income	$	9,032	$	(25,706)	$	(16,674)

Credit Loss Expense

Credit loss expense is the amount of expense that, based on our judgment, is required to maintain the allowances for credit losses (“ACL”) at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1 of the Company’s ~~2022~~2023 Form 10-K for detailed discussion regarding ACL methodologies for available for sale debt securities, held to maturity securities and loans held for investment.

The following table presents the major categories of credit loss expense:

Six Months Ended June 30,
(Dollars in thousands) 2023 2022 $ Change % Change
Credit loss expense on loans $ 5,167 $ 2,933 $ 2,234 76.2 %
Credit loss expense on off balance sheet credit exposures (343) 196 (539) (275.0) %
Credit loss expense on held to maturity securities 432 273 159 58.2 %
Credit loss expense on available for sale securities — — — —
Total credit loss expense $ 5,256 $ 3,402 $ 1,854 54.5 %


	Three Months Ended March 31,
(Dollars in thousands)	2024		2023		$ Change		% Change
Credit loss expense (benefit) on loans	$	4,909	$	1,653	$	3,256	197.0	%
Credit loss expense (benefit) on off balance sheet credit exposures	1,042		819		223		27.2	%
Credit loss expense (benefit) on held to maturity securities	(55)		141		(196)		(139.0)	%
Credit loss expense on available for sale securities	—		—		—		—
Total credit loss expense (benefit)	$	5,896	$	2,613	$	3,283	125.6	%

6949

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For available for sale debt securities in an unrealized loss position, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense. At March 31, 2024 and December 31, ~~2022 and June 30,~~ 2023, the Company determined that all impaired available for sale securities experienced a decline in fair value below the amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024. The same was true for the same period in the prior year.

The ACL on held to maturity ("HTM") securities is estimated at each measurement date on a collective basis by major security type. At ~~June 30, 2023~~March 31, 2024 and December 31, 2022, the Company’s held to maturity securities consisted of three investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company carried ~~$6.3~~$6.1 million and ~~$6.5~~$6.2 million, respectively, of these HTM securities at amortized ~~cost, respectively.~~cost. The required ACL on these balances was ~~$2.9~~$3.1 million at ~~June 30, 2023~~March 31, 2024 and ~~$2.4~~$3.2 million at December 31, ~~2022 and we recognized~~2023, resulting in a $0.1 million benefit to credit loss expense ~~of $0.4 million~~ during the ~~six months ended June 30, 2023.~~current quarter. Credit loss expense during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 was ~~$0.3~~$0.1 million. None of the overcollateralization triggers tied to the CLO securities were tripped as of ~~June 30, 2023.~~March 31, 2024. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call.

Our ACL on loans was ~~$35.0~~$38.2 million as of ~~June 30, 2023,~~March 31, 2024, compared to ~~$42.8~~$35.2 million as of December 31, ~~2022,~~2023, representing an ACL to total loans ratio of ~~0.81%~~0.91% and ~~1.04%~~0.85%, respectively.

Our credit loss expense on loans increased ~~$2.2~~$3.3 million, or ~~76.2%~~197.0%, for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to the ~~six~~three months ended ~~June 30, 2022.~~

During the six months ended June 30, 2023, new adverse developments with one of the two remaining Over-Formula Advance clients caused us to charge-off the entire Over-Formula Advance amount due from that client. This resulted in a net charge-off of $3.3 million; however, this net charge-off had no impact on credit loss expense as the entire amount had been reserved in a prior period. In accordance with the Agreement reached with Covenant, Covenant will reimburse us for $1.7 million of this charge-off which is reflected as a receivable on our June 30, 2023 Consolidated Balance Sheet. We continue to reserve the full balance of the Over-Formula Advance clients at June 30, 2023 which totals $4.0 million.March 31, 2023.

The increase in credit loss expense was primarily driven by changes in required specific reserves. Such specific reserves increased $1.3 million during the three months ended March 31, 2024 compared to a decrease of $0.9 million during the same period a year ago.

Changes in volume and mix of the loan portfolio also drove an increase in credit loss expense period over period. Such changes resulted in credit loss expense of $0.8 million during the three months ended March 31, 2024 compared to an insignificant impact to credit loss expense during the same period a year ago. Changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast periods to calculate expected losses resulted in credit loss expense of $0.9 million during the three months ended March 31, 2024 compared to credit loss expense of $0.4 million during the same period a year ago.

The increase in credit loss expense was partially offset by net charge-off activity during the period. Net charge-offs during the ~~period. Including the $3.3 million over-formula advance net charge-off previously discussed, net charge-offs during the six~~three months ended ~~June 30, 2023~~March 31, 2024 were ~~$13.0~~$1.9 million compared to ~~$1.7~~$2.2 million during the same period a year ago. Approximately ~~$8.5~~$1.4 million of the ~~$13.0~~$1.9 million net charge-offs for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 were reserved in a prior period while ~~$0.7 million of~~ the ~~$1.7 million of charge-offs~~entire balance charged-off during the ~~six~~three months ended ~~June 30, 2022 were~~March 31, 2023 was fully reserved in a prior period. Such prior period reserves are included in the discussion of changes in specific reserves ~~below.~~above.

Changes in volume and mix of the loan portfolio also increased credit loss expense. Such changes created a benefit to credit loss expense of $0.2 million during the six months ended June 30, 2023 compared to a benefit to credit loss expense of $2.1 million during the same period a year ago.

The increased credit loss expense was partially offset by changes in new specific reserves. Such specific reserves decreased $8.0 million during the six months ended June 30, 2023 compared to an increase of $1.8 million during the same period a year ago.

The increase in credit loss expense was also partially offset by changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast period to calculate expected losses. This resulted in credit loss expense of $0.4 million for the six months ended June 30, 2023 compared to credit loss expense of $1.5 million during the same period a year ago.

Credit loss expense for off balance sheet credit exposures ~~decreased $0.5~~increased $0.2 million, primarily due to ~~decreases~~changes to outstanding commitments to fund and changes to assumed loss rates period over period.

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Noninterest Income

The following table presents our major categories of noninterest income:


		Six Months Ended June 30,
	Three Months Ended March 31,																								Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2023		2022		$ Change		% Change		(Dollars in thousands)	2024					2023					$ Change						% Change
Service charges on deposits	Service charges on deposits	$	3,482	$	3,627	$	(145)	(4.0	%)	Service charges on deposits	$	1,727		$		$	1,713		$		$	14		0.8				0.8	%
Card income	Card income	4,087		4,091		(4)		(0.1	%)	Card income	1,868			1,968			1,968			(100)			(100)			(5.1)			(5.1)	%
Net OREO gains (losses) and valuation adjustments		—		(114)		114		100.0	%
Net gains (losses) on sale or call of securities		—		2,514		(2,514)		(100.0	%)

Net gains (losses) on sale of loans

Net gains (losses) on sale of loans

Net gains (losses) on sale of loans	Net gains (losses) on sale of loans	3		17,203		(17,200)		(100.0	%)	(192)			(84)		(84)			(108)			(108)			(128.6)				(128.6)	%
Fee income	Fee income	13,612		11,976		1,636		13.7	%	Fee income	8,683			6,150			6,150			2,533			2,533			41.2			41.2	%
Insurance commissions	Insurance commissions	2,896		3,018		(122)		(4.0	%)	Insurance commissions	1,568			1,593			1,593			(25)			(25)			(1.6)			(1.6)	%
Other	Other	(1,547)		16,966		(18,513)		(109.1	%)	Other	1,345			(318)			(318)			1,663			1,663			523.0			523.0	%
Total noninterest income	Total noninterest income	$	22,533	$	59,281	$	(36,748)	(62.0	%)	Total noninterest income	$	14,999		$		$	11,022		$		$	3,977		36.1				36.1	%

Noninterest income ~~decreased $36.7~~increased $4.0 million, or ~~62.0%~~36.1%. Changes in selected components of noninterest income in the above table are discussed below.

•~~Net gains (losses) on sale or call of securities.~~ ~~Net gains (losses) on sale or call of securities decreased $2.5 million as no securities we sold or called during the six months ended June 30, 2023.~~

•~~Net gains (losses) on sale of loans.~~ Net gains (losses) on sale of loans decreased $17.2 million, due to the aforementioned $13.2 million gain on sale of factored receivables and the $3.9 million gain on sale of equipment loans during the six months ended June 30, 2022. Sales of such magnitude did not repeat during the six months ended June 30, 2023.

•Fee income. Fee income increased ~~$1.6~~$2.5 million, or ~~13.7% primarily~~41.2%, due to a ~~$1.2~~$1.8 million increase in ~~payment~~ fees earned by ~~TriumphPay~~our Payments segment during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to the same period a year ago. Additionally, early termination fees at our Factoring segment increased $0.6 million period over period.

•~~Other~~Other.. Other noninterest income ~~decreased $18.5~~increased $1.7 million ~~or 109.1% primarily~~ due to a gain ~~of $8.9 million~~ on the aforementioned termination of an interest rate swap recognized during the six months ended June 30, 2022. During that same period, we recognized a net gain of $7.0 million on the aforementioned termination of WSI warrants and additional investment in WSI common stock. The decrease was also driven by a write down of our revenue share asset ~~which is carried at fair value,~~ of ~~$1.8~~$0.5 million during the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024 compared to a $0.6 million loss during the same period a year ago. There were no other significant variances in other noninterest income period over period.

Noninterest Expense

The following table presents our major categories of noninterest expense:


		Six Months Ended June 30,
	Three Months Ended March 31,																					Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2023		2022		$ Change		% Change		(Dollars in thousands)	2024			2023				$ Change						% Change
Salaries and employee benefits	Salaries and employee benefits	$	108,905	$	100,541	$	8,364	8.3	%	Salaries and employee benefits	$	54,185	$	$	54,686	$		$	(501)		(0.9)				(0.9)		%
Occupancy, furniture and equipment	Occupancy, furniture and equipment	13,995		12,943		1,052		8.1	%	Occupancy, furniture and equipment	7,636		6,703		6,703		933			933			13.9				13.9	%
FDIC insurance and other regulatory assessments	FDIC insurance and other regulatory assessments	1,141		793		348		43.9	%	FDIC insurance and other regulatory assessments	653		418		418		235			235			56.2				56.2	%
Professional fees	Professional fees	6,120		7,266		(1,146)		(15.8	%)	Professional fees	3,541		3,085		3,085		456			456			14.8				14.8	%
Amortization of intangible assets	Amortization of intangible assets	5,851		6,172		(321)		(5.2	%)	Amortization of intangible assets	2,724		2,850		2,850		(126)			(126)			(4.4)				(4.4)	%
Advertising and promotion	Advertising and promotion	2,921		2,987		(66)		(2.2	%)	Advertising and promotion	1,214		1,371		1,371		(157)			(157)			(11.5)				(11.5)	%
Communications and technology	Communications and technology	22,249		18,932		3,317		17.5	%	Communications and technology	11,894		11,346		11,346		548			548			4.8				4.8	%
Software amortization										Software amortization	1,174			987				187						18.9		%
Travel and entertainment	Travel and entertainment	3,453		2,524		929		36.8	%	Travel and entertainment	1,509		1,898		1,898		(389)			(389)			(20.5)				(20.5)	%
Other	Other	15,042		15,013		29		0.2	%	Other	5,841		5,937		5,937		(96)			(96)			(1.6)				(1.6)	%
Total noninterest expense	Total noninterest expense	$	179,677	$	167,171	$	12,506	7.5	%	Total noninterest expense	$	90,371	$	$	89,281	$		$	1,090		1.2				1.2		%

Noninterest expense increased ~~$12.5~~$1.1 million, or ~~7.5%~~1.2%. Details of the more significant changes in the various components of noninterest expense are further discussed below.

~~Table of Contents~~

•Salaries and Employee Benefits. Salaries and employee benefits expenses ~~increased $8.4~~decreased $0.5 million, or ~~8.3%,~~0.9%. Employee salaries and payroll taxes decreased $1.3 million and $0.7 million, respectively, which is primarily due to ~~merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense. Employee salaries and payroll taxes~~ increased ~~$9.8 million and $1.8 million, respectively, and~~labor subject to capitalization. The size of our workforce increased period over period due to organic growth within the Company. Our average full-time equivalent employees were ~~1,470.3~~1,518.3 and ~~1,328.2~~1,459.8 for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. Further, ~~compensation for temporary and/or contract labor increased $2.0 million and accruals for bonus expense increased $0.4 million period over period. Sales~~sales commissions, primarily related to our operations at Triumph Financial Services and TriumphPay, decreased ~~$1.1~~$0.6 million period over period. ~~Stock~~Compensation for temporary labor decreased $0.9 million period over period. These decreases were offset by an increase in accruals for bonus expense of $1.2 million. Additionally, stock based compensation expense ~~decreased $5.9~~included in salaries and employee benefits expense increased $0.8 million period over period. Employee insurance expense increased $0.5 million period over period.

Table of Contents

•Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses increased ~~$1.1~~$0.9 million, or ~~8.1%~~13.9%, primarily due to growth in our operations period over period.

•~~Professional Fees~~Communication and Technology. ~~. Professional fees decreased $1.1~~Communication and technology increased $0.5 million, or ~~15.8%, primarily due to a $1.0 million decrease in legal and consulting fees period over period.~~

•~~Communications and Technology.~~ ~~Communications and technology expenses increased $3.3 million, or 17.5%~~4.8%, primarily as a result of increased spending on IT ~~information security and~~data processing IT ~~license and software maintenance to develop efficiency in our operations and improve the functionality and security of our technology platforms period over period.~~

•~~Travel and entertainment.~~ ~~Travel and entertainment expenses increased $0.9 million, or 36.8%, primarily due to increased business development activity in this area period over period.~~infrastructure.

•Other. Other noninterest expense includes loan-related expenses, ~~software amortization,~~ training and recruiting, postage, insurance, and subscription services. Other noninterest expense ~~was relatively flat period over period despite a $0.7~~decreased $0.1 million, ~~decrease in correspondent bank charges.~~or 1.6%. There were no ~~other~~ significant ~~increases or decreases~~variances in ~~the individual components of~~ other noninterest expense period over period.

Income Taxes

Income tax expense decreased ~~$17.9~~$0.9 million, ~~or 82.6%,~~ from ~~$21.7~~$1.5 million for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to ~~$3.8~~$0.6 million for the ~~six~~three months ended ~~June 30,~~March 31, 2024. The effective tax rate was 13% for the three months ended March 31, 2024, compared to 12% for the three months ended March 31, 2023. The effective tax rate ~~was 17%~~ for the ~~six~~three months ended ~~June 30, 2023 and 24% for the six months ended June 30, 2022.~~March 31, 2024 was impacted by an adjustment to our disallowance related to highly compensated individuals. The ~~decrease in the~~ effective tax rate ~~period over period~~for the three months ended March 31, 2023 was ~~primarily driven~~impacted by ~~the~~a performance based performance stock units windfall that was recorded during the ~~six months ended June 30, 2023~~period as those related shares vested during the period.

Operating Segment Results

Our reportable segments are Banking, Factoring, Payments, and Corporate, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the operations of TBK Bank. Our Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Factoring segment includes the operations of Triumph Financial Services with revenue derived from factoring services. The Payments segment includes the operations of ~~the~~ TBK Bank's TriumphPay division, which provides a presentment, audit, and payment solution to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a Carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering Brokers the ability to settle their invoices with us on an extended term following our payment to their Carriers as an additional liquidity option for such Brokers.

~~Table of Contents~~

~~Prior~~Expenses that are directly attributable to ~~March 31, 2023, the majority of salaries~~our Banking, Factoring, and ~~benefits expense for our executive leadership team,~~Payments segments are allocated as well as other selling, general, and administrative shared services costs including human resources, accounting, finance, risk management and a significant amount of information technology expense, were allocated to the Banking segment. During the quarter ended March 31, 2023 management began allocating such shared service costs to its Corporate segment.such. We continue to make considerable investments in shared services that benefit the entire organization and ~~by moving~~these expenses are allocated to our Corporate segment. We allocate such expenses to ~~the~~our Corporate segment in order for our chief operating decision maker and investors ~~now~~to have ~~greater~~clear visibility into the operating performance of each reportable segment. ~~Prior periods were revised to reflect such allocations and achieve appropriate comparability.~~

Separately, prior to March 31, 2023, intersegment interest expense was allocated to the Factoring and Payments segments (when the Payments segment is not self-funded) based on a rolling average of Federal Home Loan Bank advance rates. When the Payments segment was self-funded with funding in excess of its factored receivables, intersegment interest income was allocated based on the Federal Funds effective rate. During the quarter ended March 31, 2023, we began allocatingWe allocate intersegment interest expense to the Factoring and Payments segments based on one-month term SOFR for their funding needs. When the Payments segment is self-funded, with customer deposit funding in excess of its factored receivables, intersegment interest income ~~will continue to be~~is allocated based on the Federal Funds effective rate. Management believes that such intersegment interest allocations ~~are more intuitive in~~appropriately reflect the current interest rate environment. ~~Prior periods were revised to reflect such allocations and achieve appropriate comparability.~~

Table of Contents

The following tables present our primary operating results for our operating segments:


(Dollars in thousands)	(Dollars in thousands)
Six Months Ended June 30, 2023		Banking		Factoring		Payments		Corporate		Consolidated
Three Months Ended March 31, 2024
Three Months Ended March 31, 2024
Three Months Ended March 31, 2024												Banking	Factoring	Payments	Corporate	Consolidated
Total interest income	Total interest income	$	125,350	$	74,524	$	6,198	$	88	$	206,160
Intersegment interest allocations	Intersegment interest allocations	15,090		(18,512)		3,422		—		—
Total interest expense	Total interest expense	16,582		—		—		4,745		21,327
Net interest income (expense)	Net interest income (expense)	123,858		56,012		9,620		(4,657)		184,833
Credit loss expense (benefit)	Credit loss expense (benefit)	2,754		2,030		41		431		5,256
Net interest income after credit loss expense	Net interest income after credit loss expense	121,104		53,982		9,579		(5,088)		179,577
Noninterest income	Noninterest income	12,020		2,558		7,826		129		22,533
Intersegment noninterest income (expense)(1)		—		(362)		362		—		—
Noninterest expense	Noninterest expense	64,174		41,987		32,356		41,160		179,677
Net intersegment noninterest income (expense)(1)
Net income (loss) before income tax expense	Net income (loss) before income tax expense	$	68,950	$	14,191	$	(14,589)	$	(46,119)	$	22,433


(Dollars in thousands)
Three Months Ended March 31, 2023	Banking		Factoring		Payments		Corporate		Consolidated
Total interest income	$	59,726	$	38,157	$	2,747	$	44	$	100,674
Intersegment interest allocations	7,612		(9,154)		1,542		—		—
Total interest expense	4,948		—		—		2,344		7,292
Net interest income (expense)	62,390		29,003		4,289		(2,300)		93,382
Credit loss expense (benefit)	1,923		549		—		141		2,613
Net interest income after credit loss expense	60,467		28,454		4,289		(2,441)		90,769
Noninterest income	5,673		1,578		3,707		64		11,022
Noninterest expense	32,240		21,769		15,417		19,855		89,281
Net intersegment noninterest income (expense)(1)	—		(265)		265		—		—
Net income (loss) before income tax expense	$	33,900	$	7,998	$	(7,156)	$	(22,232)	$	12,510

(1) Net intersegment noninterest income (expense) includes:


(Dollars in thousands)	Banking		Factoring		Payments
Three Months Ended March 31, 2024
Factoring revenue received from Payments	$	—	$	750	$	(750)
Payments revenue received from Factoring	—		(265)		265
Banking revenue received from Payments and Factoring	121		(96)		(25)
Net intersegment noninterest income (expense)	$	121	$	389	$	(510)

Three Months Ended March 31, 2023
Factoring revenue received from Payments	$	—	$	—	$	—
Payments revenue received from Factoring	—		(265)		265
Banking revenue received from Payments and Factoring	—		—		—
Net intersegment noninterest income (expense)	$	—	$	(265)	$	265

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Table of Contents

(Dollars in thousands)
Six Months Ended June 30, 2022 Banking Factoring Payments Corporate Consolidated
Total interest income $ 88,422 $ 112,228 $ 9,004 $ 88 $ 209,742
Intersegment interest allocations 4,851 (4,430) (421) — —
Total interest expense 4,624 — — 3,611 8,235
Net interest income (expense) 88,649 107,798 8,583 (3,523) 201,507
Credit loss expense (benefit) 250 2,013 170 969 3,402
Net interest income after credit loss expense 88,399 105,785 8,413 (4,492) 198,105
Noninterest income 28,253 17,392 13,551 85 59,281
Intersegment noninterest income (expense)(1)
— — — — —
Noninterest expense 59,817 45,643 31,996 29,715 167,171
Net income (loss) before income tax expense $ 56,835 $ 77,534 $ (10,032) $ (34,122) $ 90,215

~~(1)~~ ~~Intersegment noninterest income (expense) includes:~~

(Dollars in thousands) Factoring Payments
Six Months Ended June 30, 2023
Factoring revenue received from Payments $ 170 $ (170)
Payments revenue received from Factoring (532) 532
Intersegment noninterest income (expense) $ (362) $ 362
Six Months Ended June 30, 2022
Factoring revenue received from Payments $ — $ —
Payments revenue received from Factoring — —
Intersegment noninterest income (expense) $ — $ —


(Dollars in thousands)	(Dollars in thousands)
December 31, 2022		Banking		Factoring		Payments		Corporate		Eliminations		Consolidated
March 31, 2024
March 31, 2024
March 31, 2024														Banking	Factoring	Payments	Corporate	Eliminations	Consolidated
Total assets	Total assets	$	4,910,628	$	1,260,209	$	371,948	$	1,061,662	$	(2,270,664)	$	5,333,783
Gross loans	Gross loans	$	3,572,716	$	1,151,727	$	85,722	$	—	$	(689,874)	$	4,120,291

(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)
December 31, 2023
December 31, 2023
December 31, 2023														Banking	Factoring	Payments	Corporate	Eliminations	Consolidated
Total assets
Gross loans

Banking


(Dollars in thousands)	(Dollars in thousands)	Six Months Ended June 30,						% Change
Banking
Banking
Banking	Banking	2023		2022		$ Change			% Change		2024			2023				$ Change					% Change
Total interest income	Total interest income	$	125,350	$	88,422	$	36,928	Total interest income			$	63,994	$	$	59,726	$		$	4,268		7.1			7.1		%
Intersegment interest allocations	Intersegment interest allocations	15,090		4,851		10,239		211.1	%	Intersegment interest allocations	6,744		7,612		7,612		(868)			(868)		(11.4)				(11.4)	%
Total interest expense	Total interest expense	16,582		4,624		11,958		258.6	%	Total interest expense	13,504		4,948		4,948		8,556			8,556		172.9				172.9	%
Net interest income		123,858		88,649		35,209		39.7	%
Net interest income (expense)										Net interest income (expense)	57,234			62,390				(5,156)					(8.3)		%
Credit loss expense (benefit)	Credit loss expense (benefit)	2,754		250		2,504		1,001.6	%	Credit loss expense (benefit)	4,527		1,923		1,923		2,604			2,604		135.4				135.4	%
Net interest income after credit loss expense	Net interest income after credit loss expense	121,104		88,399		32,705		37.0	%	Net interest income after credit loss expense	52,707		60,467		60,467		(7,760)			(7,760)		(12.8)				(12.8)	%
Noninterest income	Noninterest income	12,020		28,253		(16,233)		(57.5	%)	Noninterest income	6,476		5,673		5,673		803			803		14.2				14.2	%
Noninterest expense	Noninterest expense	64,174		59,817		4,357		7.3	%	Noninterest expense	31,129		32,240		32,240		(1,111)			(1,111)		(3.4)				(3.4)	%
Net income (loss) before income tax expense		$	68,950	$	56,835	$	12,115	21.3	%
Net intersegment noninterest income (expense)										Net intersegment noninterest income (expense)	121			—				121					100.0		%
Operating income (loss)										Operating income (loss)	$	28,175		$	33,900			$	(5,725)				(16.9)		%

Our Banking segment’s operating income ~~increased $12.1~~decreased $5.7 million, or ~~21.3%~~16.9%.

~~Table of Contents~~

Total interest income increased ~~$36.9~~$4.3 million, or ~~41.8%~~7.1%, ~~primarily as a result of increased~~at our Banking segment due to an increase in average interest earning Banking assets. Additionally, the increase in interest income was driven by an increase in yields on ~~our~~ interest earning assets at our Banking segment. ~~The increase was also due to increases in the balances of our interest earning assets.~~ Average loans in our Banking segment, excluding intersegment loans, ~~decreased 0.1%~~increased 0.5% from ~~$3.024~~$2.917 billion for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to ~~$3.019~~$2.933 billion for the ~~six~~three months ended ~~June 30, 2023; however,~~March 31, 2024, and average balances of ~~certain~~ other interest earning assets at our Banking segment increased period over period. Intersegment interest income allocated to our Banking segment ~~increased~~decreased period over period due to ~~an increased interest rate charged to~~decreased factored receivable balances at our Factoring ~~segment consistent with increased interest rates experienced in the macro economy period over period.~~segment.

Interest expense increased ~~$12.0~~$8.6 million, or ~~258.6% despite a decrease~~172.9%, due to an increase in average interest-bearing liabilities, asincluding an increase in average total interest bearing deposits ~~decreased $296.9~~of $109.3 million, or ~~11.0%. The~~4.7%, period over period. This increase ~~in interested expense~~ was also driven by higher interest rates paid on our interest-bearing liabilities driven by changes in interest rates in the macro economy.

Credit loss expense at our Banking segment is made up of credit loss expense related to loans and credit loss expense related to off balance sheet commitments to lend. Credit loss expense related to loans was ~~$3.1~~$4.4 million for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~$0.1~~credit loss expense on loans of $1.1 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. The ~~decrease~~increase in credit loss expense was the result of ~~changes~~increased specific reserves and net charge-offs at our Banking segment period over period. Changes to the projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast ~~period~~periods and ~~decreased specific reserves period over period. These decreases were partially offset by an increase driven by~~changes in the volume and mix of our portfolio ~~and~~also increased ~~net charge-off activity~~credit loss expense at our Banking segment period over period.

Credit loss expense for off balance sheet credit exposures decreased ~~$0.5~~$0.7 million, from ~~$0.2~~$0.8 million for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to ~~a benefit of $0.3~~$0.1 million for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, primarily due to ~~decreased underlying~~changes to outstanding commitments to fund and changes to assumed loss rates period over period.

~~Noninterest~~There were no significant changes in the components of noninterest income at our Banking segment ~~decreased~~ period over period due to the aforementioned $3.9 million gain on sale of equipment loans, the aforementioned gain of $8.9 million on the termination of an interest rate swap, and a $2.5 million gain on sale of securities during the six months ended June 30, 2022 that did not repeat during the current period.

Noninterest expense increased primarily due to an increase in salaries and employee benefits expense due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense. The ~~increase~~decrease in noninterest expense was ~~also~~ driven by ~~increased~~a $1.9 million decrease in salaries and benefits expense partially offset by a $1.0 million increase in communications and ~~information~~ technology ~~spend.~~

During the six months ended June 30, 2023, the aggregate outstanding balances of our banking products increased $268.1 million, or 9.3%, to $3.151 billion as of June 30, 2023. See the Financial Condition section below for further discussion of changes in loan balances:

(Dollars in thousands) June 30,
2023 December 31,
2022
Banking
Commercial real estate $ 768,711 $ 678,144
Construction, land development, land 110,071 90,976
1-4 family residential 130,628 125,981
Farmland 67,913 68,934
Commercial - General 295,159 316,364
Commercial - Paycheck Protection Program 45 55
Commercial - Agriculture 46,839 48,494
Commercial - Equipment 493,763 454,117
Commercial - Asset-based lending 231,265 229,754
Commercial - Liquid Credit 151,821 202,326
Consumer 8,409 8,868
Mortgage Warehouse 846,340 658,829
Total banking loans $ 3,150,964 $ 2,882,842
expense.

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Table of Contents

Year to date, our aggregate outstanding balances for our banking products, excluding intercompany loans, has decreased $5.4 million, or 0.2%, to $3.041 billion as of March 31, 2024. The following table sets forth our banking loans:


(Dollars in thousands)	March 31, 2024		December 31, 2023		$ Change		% Change
Banking
Commercial real estate	$	819,721	$	812,704	$	7,017	0.9	%
Construction, land development, land	222,859		136,720		86,139		63.0	%
1-4 family residential	130,200		125,916		4,284		3.4	%
Farmland	58,431		63,568		(5,137)		(8.1)	%
Commercial - General	308,145		303,332		4,813		1.6	%
Commercial - Agriculture	46,986		47,059		(73)		(0.2)	%
Commercial - Equipment	440,458		460,008		(19,550)		(4.2)	%
Commercial - Asset-based lending	260,043		246,065		13,978		5.7	%
Commercial - Liquid Credit	105,238		113,901		(8,663)		(7.6)	%
Consumer	7,176		8,326		(1,150)		(13.8)	%
Mortgage Warehouse	641,816		728,847		(87,031)		(11.9)	%
Total banking loans	$	3,041,073	$	3,046,446	$	(5,373)	(0.2)	%

Factoring


(Dollars in thousands)	(Dollars in thousands)	Six Months Ended June 30,
Factoring
Factoring
Factoring	Factoring	2023		2022		$ Change		% Change			2024				2023					$ Change						% Change
Total interest income	Total interest income	$	74,524	$	112,228	$	(37,704)	(33.6	%)	Total interest income		$	32,752	$		$	38,157	$			$	(5,405)		(14.2)				(14.2)		%
Intersegment interest allocations	Intersegment interest allocations	(18,512)		(4,430)		(14,082)		(317.9	%)	Intersegment interest allocations		(8,905)		(9,154)			(9,154)		249				249		2.7					2.7	%
Total interest expense	Total interest expense	—		—		—		—
Net interest income		56,012		107,798		(51,786)		(48.0	%)
Net interest income (expense)										Net interest income (expense)		23,847				29,003					(5,156)						(17.8)		%
Credit loss expense (benefit)	Credit loss expense (benefit)	2,030		2,013		17		0.8	%	Credit loss expense (benefit)		1,355		549			549		806				806		146.8					146.8	%
Net interest income after credit loss expense		53,982		105,785		(51,803)		(49.0	%)
Net interest income (expense) after credit loss expense										Net interest income (expense) after credit loss expense		22,492				28,454					(5,962)						(21.0)		%
Noninterest income	Noninterest income	2,558		17,392		(14,834)		(85.3	%)	Noninterest income		2,903		1,578			1,578		1,325				1,325		84.0					84.0	%
Intersegment noninterest income (expense)		(362)		—		(362)		(100.0	%)
Noninterest expense	Noninterest expense	41,987		45,643		(3,656)		(8.0	%)	Noninterest expense		18,693		21,769			21,769		(3,076)				(3,076)		(14.1)					(14.1)	%
Net intersegment noninterest income (expense)										Net intersegment noninterest income (expense)		389				(265)					654						246.8		%
Net income (loss) before income tax expense	Net income (loss) before income tax expense	$	14,191	$	77,534	$	(63,343)	(81.7	%)	Net income (loss) before income tax expense		$	7,091	$		$	7,998	$			$	(907)		(11.3)				(11.3)		%

Six Months Ended June 30,
2023 2022
Factored receivable period end balance $ 997,842,000 $ 1,474,852,000
Yield on average receivable balance 14.00 % 14.19 %
Year to date charge-off rate(1)
0.72 % 0.05 %
Factored receivables - transportation concentration 95 % 94 %
Interest income, including fees $ 74,524,000 $ 112,228,000
Noninterest income(2)
2,558,000 17,392,000
Intersegment noninterest income 170,000 —
Factored receivable total revenue 77,252,000 129,620,000
Average net funds employed 947,241,000 1,430,530,000
Yield on average net funds employed 16.45 % 18.27 %
Accounts receivable purchased $ 5,660,080,000 $ 8,065,452,000
Number of invoices purchased 2,986,726 3,329,733
Average invoice size $ 1,895 $ 2,422
Average invoice size - transportation $ 1,842 $ 2,284
Average invoice size - non-transportation $ 5,480 $ 5,984

Table of Contents

~~(1)~~June 30, 2023 includes a $3.3 million charge-off of an over-formula advance balance, which contributed approximately 0.31% to the net charge-off rate for the period. In accordance with the agreement reached with Covenant, Covenant will reimburse us for $1.7 million of this charge-off.

~~(2)~~Non-interest income for the six months ended June 30, 2022 includes a $13.2 million gain on sale of a portfolio of factored receivables, which contributed 1.86% to the yield on average net funds employed for the period.


	Three Months Ended March 31,
	2024			2023
Factored receivable period end balance	$	976,761,000		$	1,096,071,000
Yield on average receivable balance	13.98		%	13.94		%
Current quarter charge-off rate	0.13		%	0.19		%
Factored receivables - transportation concentration	97		%	95		%

Interest income, including fees	$	32,752,000		$	38,157,000
Non-interest income	2,903,000			1,578,000
Intersegment noninterest income	750,000			—
Factored receivable total revenue	36,405,000			39,735,000
Average net funds employed	839,136,000			976,216,000
Yield on average net funds employed	17.45		%	16.51		%

Accounts receivable purchased	$	2,469,797,000		$	2,927,104,000
Number of invoices purchased	1,367,625			1,491,763
Average invoice size	$	1,806		$	1,962
Average invoice size - transportation	$	1,771		$	1,911
Average invoice size - non-transportation	$	4,099		$	5,205

Our Factoring segment’s operating income decreased ~~$63.3~~$0.9 million, or ~~81.7%~~11.3%.

Our average invoice size decreased ~~21.8%~~8.0% from ~~$2,422~~$1,962 for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to ~~$1,895~~$1,806 for the ~~six~~three months ended ~~June 30, 2023 and~~March 31, 2024. Additionally, the number of invoices purchased decreased ~~10.3%~~8.3% period over period.

Net interest income at our Factoring segment decreased period over period. Overall average net funds employed (“NFE”) decreased ~~33.8%~~14.0% during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to the same period in ~~2022.~~2023. The decrease in average NFE was the result of decreased invoice purchase volume and decreased average invoice sizes. Those, in turn, resulted from a softening transportation market. See further discussion under the Recent Developments: Trucking Transportation section. We maintained a high concentration in transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances. This concentration ~~calculated based on receivables held for investment and held for sale,~~ was at ~~94%~~97% at ~~June 30, 2022~~March 31, 2024 and 95% at ~~June 30,~~March 31, 2023. ~~The aforementioned transfer of freight broker supply chain finance to the Payments segment resulted in a reduction of net~~Net interest income at our Factoring segment ~~of $0.5 million.~~was also impacted by a decrease in its intersegment interest allocation charge period over period.

~~Table of Contents~~

Credit loss expense on factored receivables at our Factoring segment was relatively flat period over period. ~~Increased net~~Net charge-offs ~~including the fully reserved $3.3 million charge-off of the acquired over-advance factored receivables, were~~decreased period over period. This decrease was partially offset by ~~a reduction~~changes in ~~specific reserves and a reduction of period end~~the volume of the factoring portfolio period over ~~period.~~period and changes in specific reserves. Changes in loss assumptions did not have a material impact on the change in credit loss expense period over period. Credit loss expense for off balance sheet credit exposures increased $0.9 million, from $0.0 million for the three months ended March 31, 2023 to $0.9 million for the three months ended March 31, 2024, primarily due to changes to outstanding commitments to fund period over period.

~~The decrease~~Noninterest income at our Factoring segment increased period over period due to a gain on our revenue share asset of $0.5 million during the three months ended March 31, 2024 compared to a $0.6 million loss during the same period a year ago. Additionally, we experienced a $0.6 million increase in early termination fees at our Factoring segment period over period. There were no other significant variances in noninterest income at our Factoring segment was primarily due to the aforementioned $13.2 million gain on sale of factored receivables during the six months ended June 30, 2022. The decrease was also driven by a $1.2 million write down of our revenue share asset, which is carried at fair value, during the six months ended June 30, 2023.segment.

Noninterest expense decreased primarily due to a $1.5 million decrease in salary and benefits expense including a decrease in stock compensation. Additionally, there ~~were decreases~~was a $1.2 million decrease in communications and technology expense ~~and correspondent bank charges~~ period over period. There were no other significant variances in noninterest expense at our Factoring segment.

Table of Contents

Payments


(Dollars in thousands)	(Dollars in thousands)	Six Months Ended June 30,
Payments
Payments
Payments	Payments	2023		2022		$ Change		% Change			2024				2023					$ Change						% Change
Total interest income	Total interest income	$	6,198	$	9,004	$	(2,806)	(31.2)	%	Total interest income		$	5,157	$		$	2,747	$			$	2,410		87.7				87.7		%
Intersegment interest allocations	Intersegment interest allocations	3,422		(421)		3,843		912.8	%	Intersegment interest allocations		2,161		1,542			1,542		619				619		40.1					40.1	%
Total interest expense	Total interest expense	—		—		—		—	%	Total interest expense		—		—			—		—				—		—					—	%
Net interest income		9,620		8,583		1,037		12.1	%
Net interest income (expense)										Net interest income (expense)		7,318				4,289					3,029						70.6		%
Credit loss expense (benefit)	Credit loss expense (benefit)	41		170		(129)		(75.9)	%	Credit loss expense (benefit)		69		—			—		69				69		100.0					100.0	%
Net interest income after credit loss expense	Net interest income after credit loss expense	9,579		8,413		1,166		13.9	%	Net interest income after credit loss expense		7,249		4,289			4,289		2,960				2,960		69.0					69.0	%
Noninterest income	Noninterest income	7,826		13,551		(5,725)		(42.2)	%	Noninterest income		5,543		3,707			3,707		1,836				1,836		49.5					49.5	%
Intersegment noninterest income (expense)		362		—		362		100.0	%
Noninterest expense	Noninterest expense	32,356		31,996		360		1.1	%	Noninterest expense		16,485		15,417			15,417		1,068				1,068		6.9					6.9	%
Net intersegment noninterest income (expense)										Net intersegment noninterest income (expense)		(510)				265					(775)						(292.5)		%
Net income (loss) before income tax expense	Net income (loss) before income tax expense	$	(14,589)	$	(10,032)	$	(4,557)	(45.4)	%	Net income (loss) before income tax expense		$	(4,203)	$		$	(7,156)	$			$	2,953		41.3				41.3		%


		Six Months Ended
		2023			2022
	Three Months Ended March 31,											Three Months Ended March 31,
	2024									2024			2023
Supply chain financing factored receivables	Supply chain financing factored receivables	$	93,678,000		$	—
Quickpay and other factored receivables		82,274,000			145,835,000
Quickpay factored receivables
Factored receivable period end balance	Factored receivable period end balance	$	175,952,000		$	145,835,000

Interest income		$	6,198,000		$	9,004,000
Supply chain finance interest income
Supply chain finance interest income
Supply chain finance interest income
Quickpay interest income
Intersegment interest income	Intersegment interest income	3,422,000			—
Noninterest income		7,826,000			13,551,000
Total interest income
Broker noninterest income
Factor noninterest income
Other noninterest income
Intersegment noninterest income	Intersegment noninterest income	$	532,000		$	—
Total noninterest income
Total revenue	Total revenue	$	17,978,000		$	22,555,000

Intersegment interest expense allocation
Intersegment interest expense allocation
Intersegment interest expense allocation
Credit loss expense (benefit)
Noninterest expense
Intersegment noninterest expense
Total expense

Operating income (loss)	Operating income (loss)	$	(14,589,000)		$	(10,032,000)
Interest expense		—			421,000
Depreciation and software amortization expense		561,000			211,000
Operating income (loss)
Operating income (loss)
Intersegment interest expense
Depreciation expense
Software amortization expense
Intangible amortization expense	Intangible amortization expense	3,277,000			2,967,000
Earnings (losses) before interest, taxes, depreciation, and amortization	Earnings (losses) before interest, taxes, depreciation, and amortization	$	(10,751,000)		$	(6,433,000)

EBITDA margin	EBITDA margin	(60)		%	(29)		%

EBITDA margin

EBITDA margin								(13)	%		(66)	%

Number of invoices processed
Number of invoices processed
Number of invoices processed	Number of invoices processed	8,787,283			8,366,885
Amount of payments processed	Amount of payments processed	$	9,970,865,000		$	11,734,747,000
Network invoice volume	Network invoice volume	341,257			170,762
Network payment volume	Network payment volume	$	589,615,000		$	382,881,000

Our Payments segment's operating loss ~~increased $4.6~~decreased $3.0 million, or ~~45.4%~~41.3%.

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Table of Contents

The number of invoices processed by our Payments segment increased ~~5.0%~~34.2% from ~~8,366,885~~4,260,654 for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to ~~8,787,283~~5,717,016 for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, and the amount of payments processed ~~decreased 15.0%~~increased 26.8% from ~~$11.735~~$5.031 billion for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to ~~$9.971~~$6.380 billion for the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024 in the face of lower average invoice prices.

~~We began processing network transactions during the first quarter of 2022. When~~A "network transaction" occurs when a fully integrated TriumphPay payor receives an invoice from a fully integrated TriumphPay ~~payee, we call that a “network transaction.”~~payee. All network transactions are included in our payment processing volume above. These transactions are facilitated through TriumphPay ~~APIs~~application programming interfaces ("APIs") with parties on both sides of the transaction using structured data; similar to how a credit card works at a point-of-sale terminal. The integrations largely automate the process and make it cheaper, faster and safer. During the ~~six~~three months ended ~~June 30,~~March 31, 2024, we processed 621,209 network invoices representing a network payment volume of $1.035 billion. During the three months ended March 31, 2023, we processed ~~341,257 conforming~~159,353 network invoices representing a ~~conforming~~network payment volume of ~~$589.6 million. During the six months ended June 30, 2022, we processed 170,762 conforming invoices representing a conforming payment volume of $382.9~~$289.7 million.

Net interest income increased due to increased average balances at our Payments segment and increased intersegment interest allocation period over period. The majority of the increased average balance was driven by supply chain finance receivables previously discussed. The increase in net interest income was partially offset by lower yields at our Payments segment period over period and intersegment interest allocation. The aforementioned transfer of factoring transactions with freight broker clients to the Payments segment resulted in an increase of net interest income at our Factoring segment of $0.4 million.segment.

Noninterest income ~~decreased~~increased due to ~~the $7.0 million net gain on the aforementioned termination of WSI warrants and additional investment in WSI common stock during the six months ended June 30, 2023. The decrease was offset by~~ a ~~$1.2~~$1.8 million increase in payment and audit fees, including intersegment fees, earned by TriumphPay during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to the same period a year ago.

~~Noninterest~~There were no significant variances in the components of noninterest expense increased primarily due to an increase in communication and technology expense. This increase was partially offset by smaller decreases in professional fees, correspondent bank charges, and salaries and benefits expense.at our Payments segment period over period.

The acquisition of HubTran during the year ended December 31, 2021 allows TriumphPay to create a fully integrated payments network for ~~trucking;~~transportation; servicing ~~brokers~~Brokers and ~~factors.~~Factors. TriumphPay already offered tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Through the acquisition of HubTran, TriumphPay created additional value through the enhancement of its presentment, audit, and payment capabilities for ~~shippers,~~Shippers, third party logistics companies (i.e., ~~freight brokers)~~Brokers) and their ~~carriers,~~Carriers, and ~~factors.~~Factors. The acquisition of HubTran was a meaningful inflection point in the operations of TriumphPay as the TriumphPay strategy has shifted from a capital-intensive on-balance sheet product with a focus on interest income to an open-loop payments network for the trucking industry with a focus on fee revenue. It is for this reason that management believes that earnings before interest, taxes, depreciation, and amortization ~~and the adjustment to that metric~~ enhance investors' overall understanding of the financial performance of the Payments segment. Further, as a result of the HubTran acquisition, management recorded $27.3 million of intangible assets that ~~will lead~~has led to meaningful amounts of amortization going forward. The aforementioned transfer of factoring transactions with freight broker clients to the Payments segment contributed two percentage points to the EBITDA margin at our payments segment for the six months ended June 30, 2023.intangible amortization.

Corporate


(Dollars in thousands)	(Dollars in thousands)	Six Months Ended June 30,						% Change
Corporate
Corporate
Corporate	Corporate	2023		2022		$ Change			% Change		2024			2023				$ Change					% Change
Total interest income	Total interest income	$	88	$	88	$	—	Total interest income			$	44	$	$	44	$		$	—		—			—		%
Intersegment interest allocations	Intersegment interest allocations	—		—		—		—
Total interest expense	Total interest expense	4,745		3,611		1,134		31.4	%	Total interest expense	2,408		2,344		2,344		64			64		2.7				2.7	%
Net interest income (expense)	Net interest income (expense)	(4,657)		(3,523)		(1,134)		(32.2	%)	Net interest income (expense)	(2,364)		(2,300)		(2,300)		(64)			(64)		(2.8)				(2.8)	%
Credit loss expense (benefit)	Credit loss expense (benefit)	431		969		(538)		(55.5	%)	Credit loss expense (benefit)	(55)		141		141		(196)			(196)		(139.0)				(139.0)	%
Net interest income (expense) after credit loss expense	Net interest income (expense) after credit loss expense	(5,088)		(4,492)		(596)		(13.3	%)	Net interest income (expense) after credit loss expense	(2,309)		(2,441)		(2,441)		132			132		5.4				5.4	%
Noninterest income		129		85		44		51.8	%
Other noninterest income										Other noninterest income	77			64				13					20.3		%
Noninterest expense	Noninterest expense	41,160		29,715		11,445		38.5	%	Noninterest expense	24,064		19,855		19,855		4,209			4,209		21.2				21.2	%
Net income (loss) before income tax expense	Net income (loss) before income tax expense	$	(46,119)	$	(34,122)	$	(11,997)	(35.2	%)	Net income (loss) before income tax expense	$	(26,296)	$	$	(22,232)	$		$	(4,064)		(18.3)			(18.3)		%

The Corporate segment reported an operating loss of ~~$46.1~~$26.3 million for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to an operating loss of ~~$34.1~~$22.2 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. The increased operating loss was driven by increased noninterest expense which was the result of ~~increased~~a $3.3 million increase in salaries and benefits expense ~~occupancy expense, communication~~ and ~~technology expense,~~a $0.7 million increase in IT and ~~travel and entertainment~~communications expense period over period.

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Financial Condition

Assets

Total assets were ~~$5.653~~$5.575 billion at ~~June 30, 2023,~~March 31, 2024, compared to ~~$5.334~~$5.347 billion at December 31, ~~2022,~~2023, an increase of ~~$318.9~~$228.2 million, the components of which are discussed below.

Loan Portfolio

Loans held for investment were ~~$4.325~~$4.195 billion at ~~June 30, 2023,~~March 31, 2024, compared with ~~$4.120~~$4.163 billion at December 31, ~~2022.~~2023.

The following table shows our total loan portfolio by portfolio segments:


			June 30, 2023				December 31, 2022				$ Change			% Change
		March 31, 2024																				March 31, 2024					December 31, 2023				$ Change				% Change
(Dollars in thousands)	(Dollars in thousands)				% of Total				% of Total				$ Change					% Change
Commercial real estate
Commercial real estate
Commercial real estate	Commercial real estate		$	768,711	18	%	$	678,144	16	%	$	90,567			13.4		%		$	819,721	20		20	%	$	812,704		20	20	%		$	7,017	0.9		0.9	%
Construction, land development, land	Construction, land development, land		110,071		3	%	90,976		2	%	19,095			21.0	%	Construction, land development, land			222,859		5		5	%	136,720			3	3	%		86,139		63.0		63.0	%
1-4 family residential	1-4 family residential		130,628		3	%	125,981		3	%	4,647			3.7	%	1-4 family residential			130,200		3		3	%	125,916			3	3	%		4,284		3.4		3.4	%
Farmland	Farmland		67,913		2	%	68,934		2	%	(1,021)			(1.5	%)	Farmland			58,431		1		1	%	63,568			2	2	%		(5,137)		(8.1		(8.1	%)
Commercial	Commercial		1,218,892		28	%	1,251,110		30	%	(32,218)			(2.6	%)	Commercial			1,160,870		28		28	%	1,170,365			28	28	%		(9,495)		(0.8		(0.8	%)
Factored receivables	Factored receivables		1,173,794		26	%	1,237,449		31	%	(63,655)			(5.1	%)	Factored receivables			1,154,047		28		28	%	1,116,654			26	26	%		37,393		3.3		3.3	%
Consumer	Consumer		8,409		—	%	8,868		—	%	(459)			(5.2	%)	Consumer			7,176		—		—	%	8,326			—	—	%		(1,150)		(13.8		(13.8	%)
Mortgage warehouse	Mortgage warehouse		846,340		20	%	658,829		16	%	187,511			28.5	%	Mortgage warehouse			641,816		15		15	%	728,847			18	18	%		(87,031)		(11.9		(11.9	%)
Total Loans	Total Loans		$	4,324,758	100	%	$	4,120,291	100	%	$	204,467		5.0	%	Total Loans			$	4,195,120	100		100	%	$	4,163,100		100	100	%		$	32,020	0.8		0.8	%

Commercial Real Estate Loans. Our commercial real estate loans increased ~~$90.6~~$7.0 million, or ~~13.4%~~0.9%, due to new origination activity that outpaced paydowns.

Construction and Development Loans. Our construction and development loans increased ~~$19.1~~$86.1 million, or ~~21.0%~~63.0%, due to origination and draw activity that outpaced paydowns and conversions to term loans.

Residential Real Estate Loans. Our one-to-four family residential loans increased ~~$4.6~~$4.3 million, or ~~3.7%~~3.4%, due to new origination activity that outpaced paydowns.

Farmland Loans. Our farmland loans decreased ~~$1.0~~$5.1 million, or ~~1.5%~~8.1%, due to paydowns that outpaced modest origination activity.

Commercial Loans. Our commercial loans held for investment decreased ~~$32.2~~$9.5 million, or ~~2.6%~~0.8%, due to ~~a decrease in period end~~decreased equipment lending and liquid credit ~~balances and other commercial lending.~~balances. The decrease was partially offset by increased ~~equipment lending.~~asset-based lending balances as well as an increase in other commercial loans. Our other commercial lending products, comprised primarily of general commercial loans originated in our community banking markets, ~~decreased $21.2~~increased $4.8 million, or ~~6.7%~~1.6%.

The following table shows our commercial loans:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023		December 31, 2022		$ Change		% Change		(Dollars in thousands)	March 31, 2024			December 31, 2023				$ Change					% Change
Commercial	Commercial
Equipment	Equipment	$	493,763	$	454,117	$	39,646	8.7	%
Equipment
Equipment											$	440,458		$	460,008			$	(19,550)				(4.2		%)
Asset-based lending	Asset-based lending	231,265		229,754		1,511		0.7	%	Asset-based lending	260,043		246,065		246,065		13,978			13,978		5.7				5.7	%
Liquid credit	Liquid credit	151,821		202,326		(50,505)		(25.0	%)	Liquid credit	105,238		113,901		113,901		(8,663)			(8,663)		(7.6				(7.6	%)
Paycheck Protection Program loans		45		55		(10)		(18.2	%)
Agriculture	Agriculture	46,839		48,494		(1,655)		(3.4	%)	Agriculture	46,986		47,059		47,059		(73)			(73)		(0.2				(0.2	%)
Other commercial lending	Other commercial lending	295,159		316,364		(21,205)		(6.7	%)	Other commercial lending	308,145		303,332		303,332		4,813			4,813		1.6				1.6	%
Total commercial loans	Total commercial loans	$	1,218,892	$	1,251,110	$	(32,218)	(2.6	%)	Total commercial loans	$	1,160,870	$	$	1,170,365	$		$	(9,495)		(0.8			(0.8		%)

Factored Receivables. Our factored receivables ~~decreased $63.7~~increased $37.4 million, or ~~5.1% due to a slowing freight market.~~3.3%. At ~~June 30, 2023,~~March 31, 2024, the balance of the Over-Formula Advance Portfolio included in factored receivables was ~~$4.0~~$2.7 million. At ~~June 30, 2023,~~March 31, 2024, the balance of Misdirected Payments included in factored receivables was $19.4 million. See discussion of our factoring subsidiary in the Operating Segment Results for analysis of the key drivers impacting the change in the ending factored receivables balance during the period.

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Consumer Loans. Our consumer loans decreased ~~$0.5~~$1.2 million, or ~~5.2%~~13.8%, due to paydowns that outpaced modest origination activity.

Mortgage Warehouse. Our mortgage warehouse facilities ~~increased~~decreased $~~187.5~~87.0 million, or ~~28.5%~~11.9%, due to ~~increased~~seasonal changes in utilization. Client utilization of mortgage warehouse facilities may experience significant fluctuation on a day-to-day basis given mortgage origination market conditions. Our average mortgage warehouse lending balance was ~~$848.0~~$633.9 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~$651.4~~$718.8 million for the three months ended ~~June 30, 2022 and $794.9 million for the six months ended June 30, 2023 compared to $644.1 million for the six months ended June 30, 2022.~~March 31, 2023.

The following tables set forth the contractual maturities, including scheduled principal repayments, of our loan portfolio and the distribution between fixed and floating interest rate loans:


			June 30, 2023
		March 31, 2024																March 31, 2024
(Dollars in thousands)	(Dollars in thousands)		One Year or Less		After One but within Five Years		After Five but within Fifteen Years		After Fifteen Years		Total		(Dollars in thousands)	One Year or Less	After One but within Five Years	After Five but within Fifteen Years	After Fifteen Years		Total
Commercial real estate	Commercial real estate		$	264,867	$	442,446	$	59,610	$	1,788	$	768,711
Construction, land development, land	Construction, land development, land		65,535		40,739		3,797		—		110,071
1-4 family residential	1-4 family residential		8,226		28,659		14,455		79,288		130,628
Farmland	Farmland		8,802		30,258		25,211		3,642		67,913
Commercial	Commercial		353,635		815,724		49,533		—		1,218,892
Factored receivables	Factored receivables		1,173,794		—		—		—		1,173,794
Consumer	Consumer		1,183		6,257		961		8		8,409
Mortgage warehouse	Mortgage warehouse		846,340		—		—		—		846,340
			$	2,722,382	$	1,364,083	$	153,567	$	84,726	$	4,324,758
		$

Sensitivity of loans to changes in interest rates:	Sensitivity of loans to changes in interest rates:				After One but within Five Years		After Five but within Fifteen Years		After Fifteen Years
Sensitivity of loans to changes in interest rates:
Sensitivity of loans to changes in interest rates:
Predetermined (fixed) interest rates
Predetermined (fixed) interest rates
Predetermined (fixed) interest rates	Predetermined (fixed) interest rates
Commercial real estate	Commercial real estate				$	264,240	$	4,170	$	502
Commercial real estate
Commercial real estate
Construction, land development, land
Construction, land development, land
Construction, land development, land	Construction, land development, land				4,005		297		—
1-4 family residential	1-4 family residential				20,019		7,757		5,634
1-4 family residential
1-4 family residential
Farmland
Farmland
Farmland	Farmland				21,490		1,011		—
Commercial	Commercial				582,569		39,133		—
Commercial
Commercial
Factored receivables
Factored receivables
Factored receivables	Factored receivables				—		—		—
Consumer	Consumer				6,248		961		8
Consumer
Consumer
Mortgage warehouse	Mortgage warehouse				—		—		—
					$	898,571	$	53,329	$	6,144
Mortgage warehouse
Mortgage warehouse
					$
					$
					$
Floating interest rates
Floating interest rates
Floating interest rates	Floating interest rates
Commercial real estate	Commercial real estate				$	178,206	$	55,440	$	1,286
Commercial real estate
Commercial real estate
Construction, land development, land
Construction, land development, land
Construction, land development, land	Construction, land development, land				36,734		3,500		—
1-4 family residential	1-4 family residential				8,640		6,698		73,654
1-4 family residential
1-4 family residential
Farmland
Farmland
Farmland	Farmland				8,768		24,200		3,642
Commercial	Commercial				233,155		10,400		—
Commercial
Commercial
Factored receivables
Factored receivables
Factored receivables	Factored receivables				—		—		—
Consumer	Consumer				9		—		—
Consumer
Consumer
Mortgage warehouse	Mortgage warehouse				—		—		—
					$	465,512	$	100,238	$	78,582
Mortgage warehouse
Mortgage warehouse
					$
					$
					$

Total	Total				$	1,364,083	$	153,567	$	84,726

Total

Total

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As of ~~June 30, 2023,~~March 31, 2024, most of the Company’s non-factoring business activity is with customers located within certain states. The states of Texas ~~(15%~~(24%), Illinois (12%), Colorado ~~(15%), Illinois~~ (11%), and Iowa (6%) make up ~~47%~~53% of the Company’s gross loans, excluding factored receivables. Therefore, the Company’s exposure to credit risk is affected by changes in the economies in these states. At December 31, ~~2022,~~2023, the states of Texas ~~(23%~~(17%), Colorado (15%), Illinois ~~(11%), Colorado (11%~~(12%), and Iowa (6%) made up ~~51%~~50% of the Company’s gross loans, excluding factored receivables.

Further, a majority ~~(96%~~(97%) of our factored receivables, ~~including factored receivables held for sale,~~ representing approximately ~~26%~~27% of our total loan portfolio as of ~~June 30, 2023,~~March 31, 2024, are receivables purchased from trucking fleets, owner-operators, and freight brokers in the transportation industry. Although such concentration may cause our future interest income with respect to our factoring operations to be correlated with demand for the transportation industry in the United States generally, we feel that the credit risk with respect to our outstanding portfolio is appropriately mitigated as we limit the amount of receivables acquired from individual debtors and creditors thereby achieving diversification across a number of companies and industries. At December 31, ~~2022, 96%~~2023, 97% of our factored receivables, representing approximately ~~29%~~26% of our total loan portfolio, were receivables purchased from trucking fleets, owner-operators, and freight brokers in the transportation industry.

Nonperforming Assets

We have established procedures to assist us in maintaining the overall quality of our loan portfolio. In addition, we have adopted underwriting guidelines to be followed by our lending officers and require senior management review of proposed extensions of credit exceeding certain thresholds. When delinquencies exist, we monitor them for any negative or adverse trends. Our loan review procedures include approval of lending policies and underwriting guidelines by the board of directors of our bank subsidiary, independent loan review, approval of large credit relationships by our bank subsidiary’s Management Loan Committee and loan quality documentation procedures. We, like other financial institutions, are subject to the risk that our loan portfolio will be subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. We classify nonperforming assets as nonaccrual loans and securities, factored receivables greater than 90 days past due, OREO, and other repossessed assets. Additionally, we consider the portion of the Over-Formula Advance Portfolio that is not covered by Covenant's indemnification to be nonperforming (reflected in nonperforming loans - factored receivables). The balances of nonperforming loans reflect the recorded investment in these assets, including deductions for purchase discounts.

(Dollars in thousands) June 30, 2023 December 31, 2022
Nonperforming loans:
Commercial real estate $ 1,933 $ 871
Construction, land development, land — 150
1-4 family residential 1,085 1,391
Farmland 394 400
Commercial 5,501 15,896
Factored receivables 22,869 29,431
Consumer 180 91
Mortgage warehouse — —
Total nonperforming loans 31,962 48,230
Held to maturity securities 4,778 5,051
Equity investments without readily determinable fair value 1,170 —
Other repossessed assets 750 1,300
Total nonperforming assets $ 38,660 $ 54,581
Nonperforming assets to total assets 0.68 % 1.02 %
Nonperforming loans to total loans held for investment 0.74 % 1.17 %
Total past due loans to total loans held for investment 1.55 % 2.53 %

~~Table of Contents~~


(Dollars in thousands)	March 31, 2024			December 31, 2023
Nonperforming loans:
Commercial real estate	$	2,362		$	2,447
Construction, land development, land	390			—
1-4 family residential	1,166			1,178
Farmland	1,114			968
Commercial	55,000			40,951
Factored receivables	23,036			23,181
Consumer	174			133
Mortgage warehouse	—			—
Total nonperforming loans	83,242			68,858
Held to maturity securities	4,766			4,766
Equity investments without readily determinable fair value	1,170			1,170
Other real estate owned, net	37			37
Other repossessed assets	373			950
Total nonperforming assets	$	89,588		$	75,781

Nonperforming assets to total assets	1.61		%	1.42		%
Nonperforming loans to total loans held for investment	1.98		%	1.65		%
Total past due loans to total loans held for investment	1.90		%	2.00		%

Nonperforming loans ~~decreased $16.3~~increased $14.4 million, or ~~33.7%~~20.9%, due to the addition of four equipment finance loans of $9.1 million, $4.1 million, $2.4 million and $1.6 million all collateralized by various equipment. These increases were partially offset by a ~~$3.4~~$1.2 million nonperforming equipment loan ~~pay-off,~~pay-down and a ~~$3.2 million partial charge-off and $4.4 million partial paydown of a nonperforming liquid credit loan, and an $6.6~~$0.1 million reduction in nonperforming factored receivables which includes the aforementioned $3.3 million net charge-off of the fully reserved over-formula advance balance. These decreases were offset by the addition of a $1.4 million equipment loan securitized by transportation equipment and a $1.1 million commercial real estate loan secured by real estate.receivables. The entire $19.4 million of Misdirected Payments is included in nonperforming loans (specifically, factored receivables) in accordance with our policy.

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As a result of the activity previously described and changes in our period end total loans held for investment, the ratio of nonperforming loans to total loans held for investment ~~decreased~~increased to ~~0.74%~~1.98% at ~~June 30, 2023~~March 31, 2024 from ~~1.17%~~1.65% December 31, ~~2022.~~2023.

Our ratio of nonperforming assets to total assets ~~decreased~~increased to ~~0.68%~~1.61% at ~~June 30, 2023~~March 31, 2024 from ~~1.02%~~1.42% December 31, ~~2022.~~2023. This is due to the aforementioned loan activity and changes in our period end total assets. During the six months ended June 30, 2023, we received $1.1 million of equity in a former borrower as part of a partial paydown of a nonperforming loan to said borrower. Such equity is considered a nonperforming asset at June 30, 2023. Additionally, the amortized cost basis of our HTM CLO securities considered to be nonaccrual decreased $0.3 million during the period.

Past due loans to total loans held for investment decreased to ~~1.55%~~1.90% at ~~June 30, 2023~~March 31, 2024 from ~~2.53%~~2.00% at December 31, ~~2022,~~2023, as a result of ~~the aforementioned loan activity and~~ a decrease in past due factored ~~receivables.~~receivables partially offset by increased past due commercial loans. Both the ~~$4.0~~$2.7 million acquired factoring Over-Formula Advance balance and the $19.4 million Misdirected Payments balance are considered greater than 90 days past due at ~~June 30, 2023.~~March 31, 2024.

Allowance for Credit Losses on Loans

The ACL is a valuation allowance estimated at each balance sheet date in accordance with US GAAP that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. When the Company deems all or a portion of a loan to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See Note 1 of the Company’s ~~2022~~2023 Form 10-K and notes to the consolidated financial statements included elsewhere in this report for discussion of our ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire allowance is available for any loan that, in the Company’s judgment, should be charged-off.

Loan loss valuation allowances are recorded on specific at-risk balances, typically consisting of collateral dependent loans and factored invoices greater than 90 days past due with negative cash reserves.

The following table sets forth the ACL by category of loan:


			June 30, 2023						December 31, 2022
		March 31, 2024																					March 31, 2024								December 31, 2023
(Dollars in thousands)	(Dollars in thousands)		Allocated Allowance		% of Loan Portfolio		ACL to Loans		Allocated Allowance		% of Loan Portfolio		ACL to Loans		(Dollars in thousands)	Allocated Allowance			% of Loan Portfolio			ACL to Loans			Allocated Allowance				% of Loan Portfolio			ACL to Loans
Commercial real estate	Commercial real estate		$	4,783	18	%	0.62	%	$	4,459	16	%	0.66	%	Commercial real estate	$	5,666	20		20	%		0.69	%		$	6,030	20		20	%		0.74	%
Construction, land development, land	Construction, land development, land		1,235		3	%	1.12	%	1,155		2	%	1.27	%	Construction, land development, land	2,652		5		5	%		1.19	%		965		3		3	%		0.71	%
1-4 family residential	1-4 family residential		1,046		3	%	0.80	%	838		3	%	0.67	%	1-4 family residential	979		3		3	%		0.75	%		927		3		3	%		0.74	%
Farmland	Farmland		476		2	%	0.70	%	483		2	%	0.70	%	Farmland	407		1		1	%		0.70	%		442		2		2	%		0.70	%
Commercial	Commercial		12,977		28	%	1.06	%	15,918		30	%	1.27	%	Commercial	16,560		28		28	%		1.43	%		14,060		28		28	%		1.20	%
Factored receivables	Factored receivables		13,441		26	%	1.15	%	19,121		31	%	1.55	%	Factored receivables	11,192		28		28	%		0.97	%		11,896		26		26	%		1.07	%
Consumer	Consumer		166		—	%	1.97	%	175		—	%	1.97	%	Consumer	135		—		—	%		1.88	%		171		—		—	%		2.05	%
Mortgage warehouse	Mortgage warehouse		846		20	%	0.10	%	658		16	%	0.10	%	Mortgage warehouse	641		15		15	%		0.10	%		728		18		18	%		0.10	%
Total Loans	Total Loans		$	34,970	100	%	0.81	%	$	42,807	100	%	1.04	%	Total Loans	$	38,232	100		100	%		0.91	%		$	35,219	100		100	%		0.85	%

The ACL ~~decreased $7.8~~increased $3.0 million, or ~~18.3%~~8.6%. This ~~decrease~~increase reflects net charge-offs of ~~$13.0~~$1.9 million and credit loss expense of ~~$5.2~~$4.9 million. Refer to the Results of Operations: Credit Loss Expense section for discussion of material charge-offs and credit loss expense. At quarter end, our entire remaining Over-Formula Advance position was down from ~~$8.2~~$3.2 million at December 31, ~~2022~~2023 to ~~$4.0~~$2.7 million at ~~June 30, 2023~~March 31, 2024 and the entire balance at ~~June 30, 2023~~March 31, 2024 was fully reserved. At ~~June 30, 2023,~~March 31, 2024, the Misdirected Payments amount was $19.4 million. Based on our legal analysis and discussions with our counsel advising us on this matter, we continue to believe it is probable that we will prevail in such action and that the USPS will have the capacity to make payment on such receivable. Consequently, we have not reserved for such balance as of ~~June 30, 2023.~~

~~Table of Contents~~

March 31, 2024.

A driver of the change in ACL is ~~slight projected deterioration of~~change in the loss drivers that the Company forecasted to calculate expected losses at ~~June 30, 2023~~March 31, 2024 as compared to December 31, ~~2022. It~~2023. Such change had a slightly negative impact on the Company’s loss drivers and assumptions over the reasonable and supportable forecast period and resulted in an increase of ~~$0.4~~$0.9 million of ACL period over period.

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The following tables show our credit ratios and an analysis of our credit loss expense:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023			December 31, 2022			(Dollars in thousands)	March 31, 2024		December 31, 2023
Allowance for credit losses on loans	Allowance for credit losses on loans	$	34,970		$	42,807
Total loans held for investment	Total loans held for investment	$	4,324,758		$	4,120,291
Allowance to total loans held for investment	Allowance to total loans held for investment	0.81		%	1.04		%	Allowance to total loans held for investment	0.91	%	0.85	%

Nonaccrual loans	Nonaccrual loans	$	9,093		$	18,296
Nonaccrual loans
Nonaccrual loans
Total loans held for investment	Total loans held for investment	$	4,324,758		$	4,120,291
Nonaccrual loans to total loans held for investment	Nonaccrual loans to total loans held for investment	0.21		%	0.44		%	Nonaccrual loans to total loans held for investment	1.44	%	1.10	%

Allowance for credit losses on loans	Allowance for credit losses on loans	$	34,970		$	42,807
Allowance for credit losses on loans
Allowance for credit losses on loans
Nonaccrual loans	Nonaccrual loans	$	9,093		$	18,296
Allowance for credit losses to nonaccrual loans	Allowance for credit losses to nonaccrual loans	384.58		%	233.97		%	Allowance for credit losses to nonaccrual loans	63.50	%	77.10	%

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			Three Months Ended June 30,
			2023						2022
		Three Months Ended March 31,																																Three Months Ended March 31,
		2024																						2024													2023
(Dollars in thousands)	(Dollars in thousands)		Net Charge-Offs		Average Loans HFI		Net Charge-Off Ratio		Net Charge-Offs		Average Loans HFI		Net Charge-Off Ratio		(Dollars in thousands)	Net Charge-Offs			Average Loans HFI				Net Charge-Off Ratio					Net Charge-Offs					Average Loans HFI							Net Charge-Off Ratio
Commercial real estate	Commercial real estate		$	—	$	715,484	—	%	$	(46)	$	645,321	(0.01)	%	Commercial real estate	$	—	$	$	813,429	—			—		%			$	(70)	$			$	686,183			(0.01)			(0.01)	%
Construction, land development, land	Construction, land development, land		(1)		101,982		—	%	(1)		120,633		—	%	Construction, land development, land	14		147,527		147,527		0.01			0.01		%			(1)		97,629				97,629			—			—	%
1-4 family residential	1-4 family residential		(8)		129,958		(0.01)	%	(2)		128,222		—	%	1-4 family residential	(2)		126,535		126,535		—			—		%			3		129,292				129,292			—			—	%
Farmland	Farmland		—		67,797		—	%	—		71,971		—	%	Farmland	—		60,086		60,086		—			—		%			—		68,355				68,355			—			—	%
Commercial	Commercial		5,074		1,223,944		0.41	%	70		1,381,328		0.01	%	Commercial	551		1,140,390		1,140,390		0.05			0.05		%			182		1,196,585				1,196,585			0.02			0.02	%
Factored receivables	Factored receivables		5,661		1,141,580		0.50	%	139		1,739,320		0.01	%	Factored receivables	1,260		1,112,717		1,112,717		0.11			0.11		%			2,090		1,193,515				1,193,515			0.18			0.18	%
Consumer	Consumer		63		9,129		0.69	%	55		10,077		0.55	%	Consumer	73		9,545		9,545		0.76			0.76		%			11		9,630				9,630			0.11			0.11	%
Mortgage warehouse	Mortgage warehouse		—		870,285		—	%	—		651,369		—	%	Mortgage warehouse	—		633,876		633,876		—			—		%			—		718,759				718,759			—			—	%
Total Loans	Total Loans		$	10,789	$	4,260,159	0.25	%	$	215	$	4,748,241	—	%	Total Loans	$	1,896	$	$	4,044,105	0.05			0.05		%			$	2,215	$			$	4,099,948			0.05			0.05	%

Quarter to date net loans charged off ~~increased $10.6~~decreased $0.3 million ~~reflecting the aforementioned $3.3 million net charge-off of the fully reserved over-formula advance balance. Net~~with no individually significant charge-offs of factored receivables excluding the over-formula advance were $2.4 million. The Company also charged off two liquid credit loans carrying balances of $3.2 million and a $1.6 million, respectively, at the time of charge-off.

Six Months Ended June 30,
2023 2022
(Dollars in thousands) Net
Charge-Offs Average Loans HFI Net Charge-Off Ratio Net
Charge-Offs Average Loans HFI Net Charge-Off Ratio
Commercial real estate $ (70) $ 700,914 (0.01) % $ 48 $ 639,379 0.01 %
Construction, land development, land (2) 99,818 — % (2) 122,481 — %
1-4 family residential (5) 129,627 — % (5) 126,827 — %
Farmland — 68,075 — % — 73,562 — %
Commercial 5,256 1,210,339 0.43 % 733 1,399,872 0.05 %
Factored receivables 7,751 1,167,402 0.66 % 818 1,760,101 0.05 %
Consumer 74 9,378 0.79 % 147 10,388 1.42 %
Mortgage warehouse — 794,941 — % — 644,080 — %
Total Loans $ 13,004 $ 4,180,494 0.31 % $ 1,739 $ 4,776,690 0.04 %

Year to date net loans charged off increased $11.3 million reflecting the aforementioned $3.3 million net charge-off of the fully reserved over-formula advance balance. Net charge-offs of factored receivables excluding the over-formula advance were $4.5 million. The Company also charged off two liquid credit loans carrying balances of $3.2 million and a $1.6 million, respectively, at the time of charge-off.in either period.

Securities

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we held equity securities with readily determinable fair values of $4.4 million and ~~$5.2~~$4.5 million, respectively. These securities represent investments in a publicly traded Community Reinvestment Act mutual fund and are subject to market pricing volatility, with changes in fair value reflected in earnings.

As of ~~June 30, 2023,~~March 31, 2024, we held debt securities classified as available for sale with a fair value of ~~$303.8~~$320.1 million, an increase of ~~$49.3~~$20.5 million from ~~$254.5~~$299.6 million at December 31, ~~2022.~~2023. The following table illustrates the changes in our available for sale debt securities:

Available For Sale Debt Securities:
(Dollars in thousands) June 30, 2023 December 31, 2022 $ Change % Change
Mortgage-backed securities, residential $ 45,829 $ 50,633 $ (4,804) (9.5) %
Asset-backed securities 1,252 6,331 (5,079) (80.2) %
State and municipal 5,195 13,438 (8,243) (61.3) %
CLO Securities 249,079 181,011 68,068 37.6 %
Corporate bonds 760 1,263 (503) (39.8) %
SBA pooled securities 1,664 1,828 (164) (9.0) %
$ 303,779 $ 254,504 $ 49,275 19.4 %

~~Table of Contents~~


	Available For Sale Debt Securities:
(Dollars in thousands)	March 31, 2024		December 31, 2023		$ Change		% Change
Mortgage-backed securities, residential	$	67,634	$	55,839	$	11,795	21.1	%
Asset-backed securities	1,114		1,170		(56)		(4.8)	%
State and municipal	3,448		4,515		(1,067)		(23.6)	%
CLO Securities	246,118		236,291		9,827		4.2	%
Corporate bonds	264		275		(11)		(4.0)	%
SBA pooled securities	1,523		1,554		(31)		(2.0)	%
	$	320,101	$	299,644	$	20,457	6.8	%

Our available for sale CLO portfolio consists of investment grade positions in high ranking tranches within their respective securitization structures. As of ~~June 30, 2023,~~March 31, 2024, the Company determined that all impaired available for sale securities experienced a decline in fair value below their amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at ~~June 30, 2023.~~March 31, 2024. Our available for sale securities can be used for pledging to secure FHLB borrowings and public deposits, or can be sold to meet liquidity needs.

As of ~~June 30,~~March 31, 2024 and December 31, 2023, we held investments classified as held to maturity with an amortized cost, net of ACL, of ~~$3.4 million, a decrease of $0.7 million from $4.1 million at December 31, 2022.~~$3.0 million. See previous discussion of Credit Loss Expense related to our held to maturity securities for further details regarding the nature of these securities and the required ACL at ~~June 30, 2023.~~March 31, 2024.

Table of Contents

The following tables set forth the amortized cost and average yield of our debt securities, by type and contractual maturity:


			Maturity as of June 30, 2023
			One Year or Less				After One but within Five Years				After Five but within Ten Years				After Ten Years				Total
		Maturity as of March 31, 2024																																																				Maturity as of March 31, 2024
		One Year or Less																													One Year or Less						After One but within Five Years								After Five but within Ten Years								After Ten Years							Total
(Dollars in thousands)	(Dollars in thousands)		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		(Dollars in thousands)	Amortized Cost			Average Yield					Amortized Cost				Average Yield				Amortized Cost						Average Yield				Amortized Cost					Average Yield				Amortized Cost					Average Yield
Mortgage-backed securities	Mortgage-backed securities		$	8	3.73	%	$	8,852	4.68	%	$	1,406	2.63	%	$	40,803	3.71	%	$	51,069	3.85	%	Mortgage-backed securities	$	5	4.53		4.53		%			$	8,502	4.98			4.98	%			$	1,243	2.67				2.67	%			$	63,106	2.98			2.98	%			$	72,856	3.21			3.21	%
Asset-backed securities	Asset-backed securities		—		—	%	—		—	%	—		—	%	1,286		6.43	%	1,286		6.43	%	Asset-backed securities	—		—		—		%			—		—			—	%			1,116		7.04				7.04	%			—		—			—	%			1,116		7.04			7.04	%
State and municipal	State and municipal		723		2.55	%	2,213		3.11	%	828		2.54	%	1,519		2.40	%	5,283		2.74	%	State and municipal	572		3.87		3.87		%			2,187		2.84			2.84	%			262		2.25				2.25	%			503		2.65			2.65	%			3,524		2.94			2.94	%
CLO securities	CLO securities		—		—	%	—		—	%	72,194		7.22	%	178,066		7.25	%	250,260		7.24	%	CLO securities	—		—		—		%			—		—			—	%			69,034		7.50				7.50	%			175,801		7.67			7.67	%			244,835		7.62			7.62	%
Corporate bonds	Corporate bonds		501		6.06	%	—		—	%	—		—	%	268		5.14	%	769		5.76	%	Corporate bonds	—		—		—		%			—		—			—	%			267		5.07				5.07	%			—		—			—	%			267		5.07			5.07	%
SBA pooled securities	SBA pooled securities		—		—	%	—		—	%	473		2.67	%	1,300		4.49	%	1,773		4.00	%	SBA pooled securities	—		—		—		%			—		—			—	%			414		3.35				3.35	%			1,208		3.91			3.91	%			1,622		3.77			3.77	%
Total available for sale securities	Total available for sale securities		$	1,232	3.99	%	$	11,065	4.37	%	$	74,901	7.06	%	$	223,242	6.53	%	$	310,440	6.57	%	Total available for sale securities	$	577	3.88		3.88		%			$	10,689	4.55			4.55	%			$	72,336	7.37				7.37	%			$	240,618	6.41			6.41	%			$	324,220	6.56			6.56	%

Held to maturity securities:	Held to maturity securities:		$	—	—	%	$	1,913	—	%	$	4,343	3.96	%	$	—	—	%	$	6,256	2.44	%
Held to maturity securities:
Held to maturity securities:																								$	—		—		%			$	4,767			—		%		$	1,378					11.73	%			$	—				—	%			$	6,145				2.44	%

Liabilities

Total liabilities were ~~$4.819~~$4.703 billion as of ~~June 30, 2023,~~March 31, 2024, compared to ~~$4.445~~$4.483 billion at December 31, ~~2022,~~2023, an increase of ~~$374.4~~$220.2 million, the components of which are discussed below.

Deposits

The following table summarizes our deposits:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023		December 31, 2022		$ Change		% Change		(Dollars in thousands)	March 31, 2024			December 31, 2023				$ Change					% Change
Noninterest bearing demand	Noninterest bearing demand	$	1,608,411	$	1,756,680	$	(148,269)	(8.4	%)	Noninterest bearing demand	$	1,747,544	$	$	1,632,022	$		$	115,522		7.1			7.1	%
Interest bearing demand	Interest bearing demand	778,972		856,512		(77,540)		(9.1	%)	Interest bearing demand	744,208		757,455		757,455		(13,247)			(13,247)		(1.7			(1.7		%)
Individual retirement accounts	Individual retirement accounts	57,575		68,125		(10,550)		(15.5	%)	Individual retirement accounts	50,730		52,195		52,195		(1,465)			(1,465)		(2.8			(2.8		%)
Money market	Money market	569,318		508,534		60,784		12.0	%	Money market	601,685		568,772		568,772		32,913			32,913		5.8			5.8		%
Savings	Savings	524,210		551,780		(27,570)		(5.0	%)	Savings	547,471		555,047		555,047		(7,576)			(7,576)		(1.4			(1.4		%)
Certificates of deposit	Certificates of deposit	270,273		319,150		(48,877)		(15.3	%)	Certificates of deposit	261,614		265,525		265,525		(3,911)			(3,911)		(1.5			(1.5		%)
Brokered time deposits	Brokered time deposits	484,666		110,555		374,111		338.4	%	Brokered time deposits	397,645		146,458		146,458		251,187			251,187		171.5			171.5		%
Other brokered deposits	Other brokered deposits	41		—		41		100.0	%	Other brokered deposits	100,066		4		4		100,062			100,062		N/M				N/M
Total Deposits	Total Deposits	$	4,293,466	$	4,171,336	$	122,130	2.9	%	Total Deposits	$	4,450,963	$	$	3,977,478	$		$	473,485		11.9			11.9	%

Our total deposits increased ~~$122.1~~$473.5 million, or ~~2.9%~~11.9%, primarily due to an increase in noninterest bearing demand deposits, money market deposits, brokered time deposits, and ~~money market~~other brokered deposits. The Company experienced decreases in ~~interest bearing demand~~all other deposit categories. Other brokered deposits ~~individual retirement accounts, savings~~are non-maturity deposits ~~and certificates of deposit.~~obtained from wholesale sources. As of ~~June 30, 2023,~~March 31, 2024, interest bearing demand deposits, noninterest bearing deposits, money market deposits, other brokered deposits, and savings deposits accounted for ~~81%~~84% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered time deposits made up ~~19%~~16% of total deposits.

~~Table of Contents~~

At March 31, 2024 and December 31, 2023, our estimated uninsured deposits were $1,827,130,000 and $1,840,621,000, respectively.

At ~~June 30, 2023~~March 31, 2024 we held ~~$59.1~~$68.1 million of time deposits that meet or exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit. The following table provides information on the maturity distribution of time deposits exceeding the FDIC insurance limit as of ~~June 30, 2023:~~March 31, 2024:


(Dollars in thousands)	Over $250,000
Maturity
3 months or less	$	~~10,712~~14,693
Over 3 through 6 months	~~14,879~~26,206
Over 6 through 12 months	~~15,017~~20,650
Over 12 months	~~10,529~~2,015
	$	~~51,137~~63,564

Table of Contents

The following table summarizes our average deposit balances and weighted average rates:


		Three Months Ended March 31, 2024																							Three Months Ended March 31, 2024												Three Months Ended March 31, 2023
			Three Months Ended June 30, 2023						Three Months Ended June 30, 2022

(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)	(Dollars in thousands)		Average Balance		Weighted Avg Rates		% of Total		Average Balance		Weighted Avg Rates		% of Total			Average Balance				Weighted Avg Rates				% of Total					Average Balance					Weighted Avg Rates				% of Total
Interest bearing demand	Interest bearing demand		$	804,799	0.36	%	20	%	$	876,536	0.25	%	19	%	Interest bearing demand		$	731,747	0.47		0.47	%			18		%			$	836,309	0.28			0.28		%		21	%
Individual retirement accounts	Individual retirement accounts		60,171		0.69	%	1	%	81,678		0.52	%	2	%	Individual retirement accounts		51,433		1.27		1.27	%			1		%			65,182		0.53			0.53		%		2	%
Money market	Money market		506,782		1.33	%	13	%	545,508		0.21	%	12	%	Money market		569,596		2.80		2.80	%			14		%			498,083		0.92			0.92		%		12	%
Savings	Savings		529,952		0.36	%	13	%	528,450		0.15	%	11	%	Savings		533,695		1.00		1.00	%			13		%			544,939		0.23			0.23		%		13	%
Certificates of deposit	Certificates of deposit		286,253		1.26	%	7	%	461,280		0.48	%	10	%	Certificates of deposit		263,561		2.84		2.84	%			6		%			299,104		0.85			0.85		%		7	%
Brokered time deposits	Brokered time deposits		244,721		4.63	%	6	%	101,270		1.20	%	2	%	Brokered time deposits		284,518		5.29		5.29	%			7		%			99,226		1.94			1.94		%		2	%
Other brokered deposits	Other brokered deposits		13,188		5.26	%	—	%	76,155		3.85	%	2	%	Other brokered deposits		17,860		5.40		5.40	%			—		%			278		4.38			4.38		%		—	%
Total interest bearing deposits	Total interest bearing deposits		2,445,866		1.13	%	60	%	2,670,877		0.41	%	58	%	Total interest bearing deposits		2,452,410		1.99		1.99	%			59		%			2,343,121		0.55			0.55		%		57	%
Noninterest bearing demand	Noninterest bearing demand		1,598,733		—		40	%	1,951,725		—		42	%	Noninterest bearing demand		1,724,532		—		—		41			41		%			1,704,778		—			—		43		43	%
Total deposits	Total deposits		$	4,044,599	0.68	%	100	%	$	4,622,602	0.23	%	100	%	Total deposits		$	4,176,942	1.17		1.17	%			100		%			$	4,047,899	0.32			0.32		%		100	%

			Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
(Dollars in thousands)			Average Balance		Weighted Avg Yields		% of Total		Average Balance		Weighted Avg Yields		% of Total
Interest bearing demand			$	820,467	0.32	%	20	%	$	855,756	0.23	%	18	%
Individual retirement accounts			62,663		0.61	%	2	%	82,182		0.52	%	2	%
Money market			502,456		1.13	%	12	%	542,050		0.21	%	12	%
Savings			537,404		0.29	%	13	%	519,269		0.15	%	11	%
Certificates of deposit			292,665		1.00	%	7	%	489,682		0.47	%	11	%
Brokered time deposits			172,354		3.95	%	4	%	60,065		1.02	%	1	%
Other brokered deposits			6,768		5.24	%	—	%	142,710		0.97	%	3	%
Total interest bearing deposits			2,394,777		0.85	%	58	%	2,691,714		0.32	%	58	%
Noninterest bearing demand			1,651,463		—		42	%	1,944,606		—		42	%
Total deposits			$	4,046,240	0.50	%	100	%	$	4,636,320	0.19	%	100	%

The Company's deposit base is made up of a high number of customers with accounts spread across 63 locations in six states. Our deposit base is diverse in terms of both geography and industry, comprised largely of retail as well small-to-medium sized business customers. The majority of our deposits are FDIC insured, and the runoff of certain deposit types we have seen ~~in the first half of~~throughout the year appears to be a continuation of the trend we have seen over the past several quarters: the normalizing of pandemic-era surge balances and the movement of rate-sensitive excess balances to other investments.

~~Table of Contents~~

Other Borrowings

Customer Repurchase Agreements

The following provides a summary of our customer repurchase agreements as of and for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and the year ended December 31, ~~2022:~~2023:

(Dollars in thousands) June 30, 2023 December 31, 2022
Amount outstanding at end of period $ — $ 340
Weighted average interest rate at end of period 0.03 % 0.03 %
Average daily balance during the period $ 1,457 $ 6,701
Weighted average interest rate during the period 0.03 % 0.03 %
Maximum month-end balance during the period $ 3,208 $ 13,463


(Dollars in thousands)	March 31, 2024			December 31, 2023
Amount outstanding at end of period	$	—		$	—
Weighted average interest rate at end of period	—		%	—		%
Average daily balance during the period	$	—		$	723
Weighted average interest rate during the period	—		%	0.03		%
Maximum month-end balance during the period	$	—		$	3,208

Our customer repurchase agreements generally have overnight maturities. Variances in these balances are attributable to normal customer behavior and seasonal factors affecting their liquidity positions.

FHLB Advances

The following provides a summary of our FHLB advances as of and for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and the year ended December 31, ~~2022:~~2023:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023			December 31, 2022			(Dollars in thousands)	March 31, 2024		December 31, 2023
Amount outstanding at end of period	Amount outstanding at end of period	$	280,000		$	30,000
Weighted average interest rate at end of period	Weighted average interest rate at end of period	5.18		%	4.25		%	Weighted average interest rate at end of period	5.51	%	5.65	%
Average amount outstanding during the period	Average amount outstanding during the period	251,961			69,658
Weighted average interest rate during the period	Weighted average interest rate during the period	5.20		%	1.19		%	Weighted average interest rate during the period	5.53	%	5.30	%
Highest month end balance during the period	Highest month end balance during the period	530,000			230,000

Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had ~~$613.1~~$771.9 million and ~~$646.3~~$587.0 million, respectively, in unused and available advances from the FHLB.

Table of Contents

Subordinated Notes

The following provides a summary of our subordinated notes as of ~~June 30, 2023:~~March 31, 2024:

(Dollars in thousands) Face Value Carrying Value Maturity Date Current Interest Rate First Repricing Date Variable Interest Rate at Repricing Date Initial Issuance Costs
Subordinated Notes issued November 27, 2019 $ 39,500 $ 39,017 2029 4.875% 11/27/2024 Three Month LIBOR plus 3.330% $ 1,218
Subordinated Notes issued August 26, 2021 70,000 69,217 2031 3.500% 9/01/2026
Three Month SOFR(1) plus 2.860%
$ 1,776
$ 109,500 $ 108,234

~~(1)~~ ~~Secured Overnight Financing Rate~~


(Dollars in thousands)	Face Value		Carrying Value		Maturity Date	Current Interest Rate	First Repricing Date	Variable Interest Rate at Repricing Date	Initial Issuance Costs
Subordinated Notes issued November 27, 2019	$	39,500	$	39,264	2029	4.875%	11/27/2024	Three Month LIBOR plus 3.330%	$	1,218
Subordinated Notes issued August 26, 2021	70,000		69,543		2031	3.500%	9/01/2026	Three Month SOFR plus 2.860%	$	1,776
	$	109,500	$	108,807

The Subordinated Notes bear interest payable semi-annually in arrears to, but excluding the first repricing date, and thereafter payable quarterly in arrears at an annual floating rate. We may, at our option, beginning on the respective first repricing date and on any scheduled interest payment date thereafter, redeem the Subordinated Notes, in whole or in part, at a redemption price equal to the outstanding principal amount of the Subordinated Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

The Subordinated Notes are included on the consolidated balance sheets as liabilities at their carrying values; however, for regulatory purposes, the carrying value of these obligations were eligible for inclusion in Tier 2 regulatory capital. Issuance costs related to the Subordinated Notes have been netted against the subordinated notes liability on the balance sheet. The debt issuance costs are being amortized using the effective interest method through maturity and recognized as a component of interest expense.

~~Table of Contents~~

The Subordinated Notes are subordinated in right of payment to the Company’s existing and future senior indebtedness and are structurally subordinated to the Company’s subsidiaries’ existing and future indebtedness and other obligations.

Junior Subordinated Debentures

The following provides a summary of our junior subordinated debentures as of ~~June 30, 2023:~~March 31, 2024:

(Dollars in thousands)

Face Value

Carrying Value

Maturity Date

Interest Rate

(Dollars in thousands)

Face Value

Carrying Value

Maturity Date

Interest Rate

National Bancshares Capital Trust II

15,464

13,559

September 2033

LIBOR + 3.00%

National Bancshares Capital Trust II

15,464

13,669

September 2033

Three Month SOFR + 3.26%

National Bancshares Capital Trust III

17,526

13,522

July 2036

LIBOR + 1.64%

National Bancshares Capital Trust III

17,526

13,699

July 2036

Three Month SOFR + 1.64%

ColoEast Capital Trust I

5,155

3,797

September 2035

LIBOR + 1.60%

ColoEast Capital Trust I

5,155

3,858

September 2035

Three Month SOFR + 1.86%

ColoEast Capital Trust II

6,700

4,913

March 2037

LIBOR + 1.79%

ColoEast Capital Trust II

6,700

4,981

March 2037

Three Month SOFR + 2.05%

Valley Bancorp Statutory Trust I

3,093

2,914

September 2032

LIBOR + 3.40%

Valley Bancorp Statutory Trust I

3,093

2,925

September 2032

Three Month SOFR + 3.66%

Valley Bancorp Statutory Trust II

3,093

2,739

July 2034

LIBOR + 2.75%

Valley Bancorp Statutory Trust II

3,093

2,757

July 2034

Three Month SOFR + 3.01%

51,031

41,444

These debentures are unsecured obligations and were issued to trusts that are unconsolidated subsidiaries. The trusts in turn issued trust preferred securities with identical payment terms to unrelated investors. The debentures may be called by the Company at par plus any accrued but unpaid interest; however, we have no current plans to redeem them prior to maturity. Interest on the debentures is calculated quarterly, based on a contractual rate equal to three month ~~LIBOR~~S plus a weighted average spread of ~~2.24%~~2.41%. As part of the purchase accounting adjustments made with the National Bancshares, Inc. acquisition on October 15, 2013, the ColoEast acquisition on August 1, 2016, and the Valley acquisition on December 9, 2017, we adjusted the carrying value of the junior subordinated debentures to fair value as of the respective acquisition dates. The discounts on the debentures will continue to be amortized through maturity and recognized as a component of interest expense.

The debentures are included on our consolidated balance sheet as liabilities; however, for regulatory purposes, these obligations are eligible for inclusion in regulatory capital, subject to certain limitations. All of the carrying value of ~~$41.4~~$41.9 million was allowed in the calculation of Tier I capital as of ~~June 30, 2023.~~March 31, 2024.

Capital Resources and Liquidity Management

Capital Resources

Our stockholders’ equity totaled ~~$833.5~~$872.3 million as of ~~June 30, 2023,~~March 31, 2024, compared to ~~$889.0~~$864.4 million as of December 31, ~~2022, a decrease~~2023, an increase of ~~$55.5~~$7.9 million. Stockholders’ equity ~~decreased~~increased during this period primarily due to ~~treasury stock purchases made under our accelerated share repurchase program, offset in part by~~ our net income of ~~$18.7~~$4.2 million.

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Liquidity Management

We define liquidity as our ability to generate sufficient cash to fund current loan demand, deposit withdrawals, or other cash demands and disbursement needs, and otherwise to operate on an ongoing basis.

We manage liquidity at the holding company level as well as that of our bank subsidiary. The management of liquidity at both levels is critical, because the holding company and our bank subsidiary have different funding needs and sources, and each is subject to regulatory guidelines and requirements which require minimum levels of liquidity. We believe that our liquidity ratios meet or exceed those guidelines and that our present position is adequate to meet our current and future liquidity needs.

As part of our liquidity management process, we regularly stress test our balance sheet to ensure that we are continually able to withstand unexpected liquidity shocks such as sudden or protracted material deposit runoff. This analysis explicitly contemplates the immediate runoff of any meaningful deposit concentrations such as the servicing deposits that we hold on behalf of our mortgage warehouse customers

Our liquidity requirements are met primarily through cash flow from operations, receipt of pre-paid and maturing balances in our loan and investment portfolios, debt financing and increases in customer deposits. Our liquidity position is supported by management of liquid assets and liabilities and access to other sources of funds. Liquid assets include cash, interest earning deposits in banks, federal funds sold, securities available for sale and maturing or prepaying balances in our investment and loan portfolios. Liquid liabilities include core deposits, federal funds purchased, securities sold under repurchase agreements and other borrowings. Other sources of funds include the sale of loans, brokered deposits, the issuance of additional collateralized borrowings such as FHLB advances or borrowings from the Federal Reserve, the issuance of debt securities and the issuance of common securities. For additional information regarding our operating, investing and financing cash flows, see the Consolidated Statements of Cash Flows provided in our consolidated financial statements.

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In addition to the liquidity provided by the sources described above, our subsidiary bank maintains correspondent relationships with other banks in order to sell loans or purchase overnight funds should additional liquidity be needed. As of ~~June 30, 2023,~~March 31, 2024, TBK Bank had ~~$549.1~~$529.4 million of unused borrowing capacity from the Federal Reserve Bank discount window and unsecured federal funds lines of credit with seven unaffiliated banks totaling $227.5 million, with no amounts advanced against those lines. Additionally, as of ~~June 30, 2023,~~March 31, 2024, we had ~~$613.1~~$771.9 million in unused and available advances from the ~~FHLB.We routinely utilize~~FHLB. We have historically utilized FHLB advances to support the fluctuating and sometimes unpredictable balances in our mortgage warehouse lending portfolio, and we ~~will~~ continue to have the ability to do so.

Contractual Obligations

The following table summarizes our contractual obligations and other commitments to make future payments as of ~~June 30, 2023.~~March 31, 2024. The amount of the obligations presented in the table reflect principal amounts only and exclude the amount of interest we are obligated to pay. Also excluded from the table are a number of obligations to be settled in cash. These excluded items are reflected in our consolidated balance sheet and include deposits with no stated maturity, trade payables, and accrued interest payable.


			Payments Due by Period - June 30, 2023
		Payments Due by Period - March 31, 2024																Payments Due by Period - March 31, 2024
(Dollars in thousands)	(Dollars in thousands)		Total		One Year or Less		After One but within Three Years		After Three but within Five Years		After Five Years		(Dollars in thousands)	Total	One Year or Less	After One but within Three Years	After Three but within Five Years		After Five Years

Federal Home Loan Bank advances
Federal Home Loan Bank advances
Federal Home Loan Bank advances	Federal Home Loan Bank advances		$	280,000	$	250,000	$	—	$	30,000	$	—
Subordinated notes	Subordinated notes		109,500		—		—		—		109,500
Junior subordinated debentures	Junior subordinated debentures		51,031		—		—		—		51,031
Operating lease agreements	Operating lease agreements		39,079		6,546		12,166		9,437		10,930
Time deposits with stated maturity dates	Time deposits with stated maturity dates		812,514		755,293		48,525		8,145		551
Total contractual obligations	Total contractual obligations		$	1,292,124	$	1,011,839	$	60,691	$	47,582	$	172,012

Regulatory Capital Requirements

Our capital management consists of providing equity to support our current and future operations. We are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s or TBK Bank’s financial statements. For further information regarding our regulatory capital requirements, see Note 119 – Regulatory Matters in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

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Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. For further information, see Note 97 – Off-Balance Sheet Loan Commitments in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Critical Accounting Policies and Estimates

Our accounting policies are fundamental to understanding our management’s discussion and analysis of our results of operations and financial condition. We have identified certain significant accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements. The significant accounting policy which we believe to be the most critical in preparing our consolidated financial statements is the determination of the allowance for credit losses. Since December 31, ~~2022,~~2023, there have been no changes in critical accounting policies as further described under “Critical Accounting Policies and Estimates” and in Note 1 to the Consolidated Financial Statements in our ~~2022~~2023 Form 10-K.

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Recently Issued Accounting Pronouncements

See Note 1 – Summary of Significant Accounting Policies in the accompanying condensed notes to consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.

Forward-Looking Statements

This document contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control, particularly with regard to developments related to COVID-19. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

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

•business and economic conditions generally and in the bank and non-bank financial services industries, nationally and within our local market areas;

•our ability to mitigate our risk exposures;

•our ability to maintain our historical earnings trends;

•changes in management personnel;

•interest rate risk;

•concentration of our products and services in the transportation industry;

•credit risk associated with our loan portfolio;

•lack of seasoning in our loan portfolio;

•deteriorating asset quality and higher loan charge-offs;

•time and effort necessary to resolve nonperforming assets;

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•inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates;

•risks related to the integration of acquired businesses and any future acquisitions;

•our ability to successfully identify and address the risks associated with our possible future acquisitions, and the risks that our prior and possible future acquisitions make it more difficult for investors to evaluate our business, financial condition and results of operations, and impairs our ability to accurately forecast our future performance;

•lack of liquidity;

•fluctuations in the fair value and liquidity of the securities we hold for sale;

•impairment of investment securities, goodwill, other intangible assets or deferred tax assets;

•our risk management strategies;

•environmental liability associated with our lending activities;

•increased competition in the bank and non-bank financial services industries, nationally, regionally or locally, which may adversely affect pricing and terms;

•the accuracy of our financial statements and related disclosures;

•material weaknesses in our internal control over financial reporting;

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•system failures or failures to prevent breaches of our network security;

•the institution and outcome of litigation and other legal proceedings against us or to which we become subject;

•changes in carry-forwards of net operating losses;

•changes in federal tax law or policy;

•the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations, such as the Dodd-Frank Act and their application by our regulators;

•governmental monetary and fiscal policies;

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

•failure to receive regulatory approval for future ~~acquisitions;~~acquisitions and;

•increases in our capital ~~requirements and;~~

•~~the impact of COVID-19 on our business.~~requirements.

The foregoing factors should not be construed as exhaustive. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Asset/Liability Management and Interest Rate Risk

The principal objective of our asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital. The board of directors of our subsidiary bank has oversight of our asset and liability management function, which is managed by our Chief Financial Officer. Our Chief Financial Officer meets with our senior executive management team regularly to review, among other things, the sensitivity of our assets and liabilities to market interest rate changes, local and national market conditions and market interest rates. That group also reviews our liquidity, capital, deposit mix, loan mix and investment positions.

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As a financial institution, our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the fair value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values.

We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. We do not typically enter into derivative contracts for the purpose of managing interest rate risk, but we may elect to do so in the future. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in projected net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the fair value of assets less the fair value of liabilities. The economic value of equity is a longer term view of interest rate risk because it measures the present value of all future cash flows. The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income.

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The following table summarizes simulated change in net interest income versus unchanged rates as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


			June 30, 2023				December 31, 2022
			Following 12 Months		Months 13-24		Following 12 Months		Months 13-24
		March 31, 2024															March 31, 2024						December 31, 2023
		Following 12 Months												Following 12 Months				Months 13-24			Following 12 Months				Months 13-24
+400 basis points	+400 basis points		18.4	%	22.1	%	19.4	%	24.9	%	+400 basis points	15.8	%		17.7	%			17.0	%		19.2		%
+300 basis points	+300 basis points		13.7	%	16.4	%	14.5	%	18.5	%	+300 basis points	11.8	%		13.2	%			12.8	%		14.3		%
+200 basis points	+200 basis points		9.1	%	10.9	%	9.7	%	12.2	%	+200 basis points	7.9	%		8.7	%			8.5	%		9.5		%
+100 basis points	+100 basis points		4.5	%	5.4	%	4.8	%	6.1	%	+100 basis points	3.9	%		4.3	%			4.3	%		4.8		%
Flat rates	Flat rates		0.0	%	0.0	%	0.0	%	0.0	%	Flat rates	0.0	%		0.0	%			0.0	%		0.0		%
-100 basis points	-100 basis points		(4.7	%)	(5.7	%)	(5.0	%)	(6.2	%)	-100 basis points	(4.9	%)		(5.8	%)			(4.7	%)		(5.7		%)
-200 basis points	-200 basis points		(9.8	%)	(11.7	%)	(10.4	%)	(13.0	%)	-200 basis points	(9.8	%)		(11.6	%)			(9.4	%)		(11.4		%)
-300 basis points											-300 basis points	(15.0	%)		(18.0	%)			(14.3	%)		(17.7		%)
-400 basis points											-400 basis points	(20.0	%)		(24.2	%)			(18.0	%)		(22.7		%)

The following table presents the change in our economic value of equity as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, assuming immediate parallel shifts in interest rates:


			Economic Value of Equity at Risk (%)
			June 30, 2023		December 31, 2022
		Economic Value of Equity at Risk (%)											Economic Value of Equity at Risk (%)
		March 31, 2024								March 31, 2024				December 31, 2023
+400 basis points	+400 basis points		19.1	%	20.0	%	+400 basis points	17.2	%		18.3	%
+300 basis points	+300 basis points		15.2	%	15.7	%	+300 basis points	13.9	%		14.6	%
+200 basis points	+200 basis points		10.7	%	10.9	%	+200 basis points	10.2	%		10.5	%
+100 basis points	+100 basis points		5.8	%	5.8	%	+100 basis points	5.7	%		5.9	%
Flat rates	Flat rates		0.0	%	0.0	%	Flat rates	0.0	%		0.0	%
-100 basis points	-100 basis points		(6.3	%)	(6.4	%)	-100 basis points	(6.7	%)		(6.7	%)
-200 basis points	-200 basis points		(13.4	%)	(13.7	%)	-200 basis points	(13.8	%)		(13.9	%)
-300 basis points							-300 basis points	(21.3	%)		(21.5	%)
-400 basis points							-400 basis points	(28.8	%)		(28.8	%)

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ due to any actions taken in response to the changing rates.

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As part of our asset/liability management strategy, our management has emphasized the origination of shorter duration loans as well as variable rate loans to limit the negative exposure to a rate increase. We also desire to acquire deposit transaction accounts, particularly noninterest or low interest-bearing non-maturity deposit accounts, whose cost is less sensitive to changes in interest rates. We intend to focus our strategy on utilizing our deposit base and operating platform to increase these deposit transaction accounts.

ITEM 4

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended ~~June 30, 2023,~~March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business. Except as set forth below, we are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

We are party to a lawsuit in the United States Court of Federal Claims seeking a ruling that the United States Postal Service (“USPS”) is obligated to make payment to us with respect to invoices totaling approximately $19.4 million that it separately paid to our customer, a vendor to the USPS who hauled mail pursuant to contracts it has with such entity, in violation of notices provided to the USPS that such payments were to be made directly to us (the “Misdirected Payments”). Although we believe we have valid claims that the USPS is obligated to make payment to us on such receivable and that the USPS will have the capacity to make such payment, the issues in this litigation are novel issues of law that have little to no precedent and there can be no assurances that a court will agree with our interpretation of the law on these matters. If a court were to rule against us in this litigation, our only recourse would be against our customer, who failed to remit the Misdirected Payments to us as required when received, and who may not have capacity to make such payment to us. Consequently, we could incur losses up to the full amount of the Misdirected Payments in such event, which could be material to our business, financial condition and results of operations.

The Company, through its direct and indirect wholly owned subsidiaries, has purchased and received payments on accounts receivable payable to Surge Transportation, Inc. (‘Surge’), a licensed freight broker, as part of factoring services provided to such entity. On July 24, 2023, Surge filed for Chapter 11 Bankruptcy in the US Bankruptcy Court in the Middle District of Florida. In connection with the bankruptcy proceedings, certain claimants comprised of motor carriers, contingency collection agents, and factoring companies filed complaints alleging that such entities have an ownership interest in, or other rights to, amounts paid to the Company in respect of such purchased accounts receivable. The Court has not yet ruled on such complaints. In the event of an adverse ruling with respect to such complaints, Triumph may be required to disgorge or pay to such claimants all or a portion of the amounts it has collected on such receivables. The Company and litigants are finalizing conditional settlements of all claims in conjunction with a Plan of Reorganization which was filed by Surge on March 29, 2024. The Plan is not yet confirmed. Due to the uncertainty of the existence of or extent of any loss exposure, Triumph is unable to calculate any reserve loss at this time.

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

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

On February 1, 2023, the Company entered into an accelerated share repurchase (“ASR”) agreement to repurchase $70,000,000 of the Company’s common stock. The ASR is part of the Company’s previously announced plan to repurchase up to $100,000,000 of the Company’s common stock and is within the remaining amount authorized by the Company’s Board of Directors pursuant to such plan. Under the terms of the ASR agreement, the Company received an initial delivery of 961,373 common shares representing approximately 80% of the expected total to be repurchased. On April 28, 2023, the ASR was completed and we received an additional delivery of 247,954 common shares.

~~The following repurchases were made under stock repurchase programs during the three months ended June 30, 2023:~~

Period (a)
Total number of shares (or units) purchased (b)
Average price paid per share (or unit) (c)
Total number of shares (or units) purchased as part of publicly announced plans or programs (d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
April 1, 2023 — April 30, 2023 247,954 $ 57.88 247,954 50,000,000
May 1, 2023 — May 31, 2023 — $ — — 50,000,000
June 1, 2023 — June 30, 2023 — $ — — 50,000,000
Total 247,954 $ 58.25 247,954
None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

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Not applicable.

Item 5. Other Information

Insider Trading Arrangements and Policies

On ~~June 15,~~September 6, 2023, Mr. ~~Aaron Graft,~~Adam D. Nelson, the Company’s Executive Vice ~~Chairman~~President and ~~Chief Executive Officer,~~General Counsel, adopted a written plan for the exercise and sale of non-qualified stock options to purchase our common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the ~~“Trading~~“Nelson Trading Plan”). The Nelson Trading Plan covers the exercise and sale of up to ~~75,000~~20,160 non-qualified stock options to purchase shares of the Company’s common stock in several transactions over a period commencing after the later of (1) 90 days from the execution of the Nelson Trading Plan and (2) the second trading day following the public disclosure of the Company’s financial results on Form 10-Q for the quarter ended ~~June~~September 30, 2023, and will cease upon the earlier of ~~June 11,~~November 29, 2024 or the sale of all shares subject to the Nelson Trading Plan.

~~During~~As of the ~~second~~end of the first quarter of ~~2023,~~2024, none of our other directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits

Exhibits (Exhibits marked with a “†” denote management contracts or compensatory plans or arrangements)


3.1						Second Amended and Restated Certificate of Formation of the Registrant, effective November 7, 2014, incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on November 13, 2014.

3.2						Certificate of Amendment to Second Amended and Restated Certificate of Formation of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on May 10, 2018.

3.3						Certificate of Amendment to Second Amended and Restated Certificate of Formation of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on December 1, 2022.

3.4						Second Amended and Restated Bylaws of the Registrant, effective November 7, 2014, incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on November 13, 2014.

3.5						Amendment No. 1 to Second Amended and Restated Bylaws of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on May 10, 2018.

3.6						Amendment No. 2 to Second Amended and Restated Bylaws of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on December 1, 2022.

~~10.1†~~						~~Form of Restricted Stock Unit Award Agreement under Triumph Financial, Inc. 2014 Omnibus Incentive Plan~~.

~~10.2†~~						~~Form of Performance Restricted Stock Unit Award Agreement (Bank) under Triumph Financial, Inc. 2014 Omnibus Incentive Plan.~~

~~10.3†~~						~~Form of Performance Restricted Stock Unit Award Agreement (FinTech) under Triumph Financial, Inc. 2014 Omnibus Incentive Plan~~.

~~10.4†~~						~~Form of Nonqualified Option Agreement under Triumph Financial, Inc. 2014 Omnibus Incentive Plan.~~

31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

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101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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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.


		TRIUMPH FINANCIAL INC.
		(Registrant)

Date:	~~July 20, 2023~~April 17, 2024	/s/ Aaron P. Graft
		Aaron P. Graft President and Chief Executive Officer

Date:	~~July 20, 2023~~April 17, 2024	/s/ W. Bradley Voss
		W. Bradley Voss Chief Financial Officer

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PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets	2
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Changes in Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	76
	Condensed Notes to Consolidated Financial Statements	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4640

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	9170

Item 4.	Controls and Procedures	9272

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	9372

Item 1A.	Risk Factors	9372

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9373

Item 3.	Defaults Upon Senior Securities	9373

Item 4.	Mine Safety Disclosures	9373

Item 5.	Other Information	9473

Item 6.	Exhibits	9474


(Dollars in thousands)	June 30, 2022		September 6, 2022		Total
Factored receivables	$	67,888	$	20,131	$	88,019
Accrued interest and fee income	—		17		17
Assets held for sale	67,888		20,148		88,036

Customer reserve noninterest bearing deposits	9,682		1,149		10,831
Liabilities held for sale	9,682		1,149		10,831
Net assets sold	58,206		18,999		77,205
Cash consideration	66,292		19,054		85,346
Revenue share asset	5,210		1,027		6,237
Total consideration	71,502		20,081		91,583
Transaction costs	82		49		131
Gain on sale, net of transaction costs	$	13,214	$	1,033	$	14,247


	Amount of Gain or (Loss) Recognized in OCI on Derivative		Amount of Gain or (Loss) Recognized in OCI Included Component		Location of (Gain) or Loss Recognized from AOCI into Income	Amount of (Gain) or Loss Reclassified from AOCI into Income		Amount of (Gain) or Loss Reclassified from AOCI into Income Included Component
(Dollars in thousands)




Three Months Ended June 30, 2022
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	—	$	—	Interest Expense	$	(6,939)	$	(6,939)





Six Months Ended June 30, 2022
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	2,398	$	2,398	Interest Expense	$	7,103	$	7,103


Nonvested Performance Based PSUs	Shares	Weighted Average Grant Date Fair Value
Nonvested at January 1, 2023	255,738	$	39.57
Granted	—	—
Incremental shares earned	107,404	N/A
Vested	(363,142)	40
Forfeited	—	—
Nonvested at June 30, 2023	—	$	—


Period	(a) Total number of shares (or units) purchased	(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs	(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
April 1, 2023 — April 30, 2023	247,954	$	57.88	247,954	50,000,000
May 1, 2023 — May 31, 2023	—	$	—	—	50,000,000
June 1, 2023 — June 30, 2023	—	$	—	—	50,000,000
Total	247,954	$	58.25	247,954