FIRST FINANCIAL BANKSHARES INC 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Forward-Looking Statements This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “indicate,” “predict,” “project,” and similar expressions, as they relate to us or our management, identify forward-looking statements. These forward-looking statements are based on information currently available to our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited, to those discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, under the heading “Risk Factors,” and the following: • general economic conditions, including our local, state and national real estate markets and employment trends; • effect of the coronavirus (“COVID”) on our Company, the communities where we have our branches, the state of Texas and the United States, related to the economy and overall financial stability; • government and regulatory responses to the COVID pandemic; • effect of severe weather conditions, including hurricanes, tornadoes, flooding and droughts; • volatility and disruption in national and international financial and commodity markets; • government intervention in the U.S. financial system including the effects of recent legislative, tax, accounting and regulatory actions and reforms, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau (“CFPB”), the capital ratios of Basel III as adopted by the federal banking authorities and the Tax Cuts and Jobs Act; • political and racial instability; • the ability of the Federal government to address the national economy; • changes in our competitive environment from other financial institutions and financial service providers; • the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”); • the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board (“PCAOB”), the Financial Accounting Standards Board (“FASB”) and other accounting standard setters; • the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply; • changes in the demand for loans, including loans originated for sale in the secondary market; 48 Table of Contents • fluctuations in the value of collateral securing our loan portfolio and in the level of the allowance for credit losses; • the accuracy of our estimates of future credit losses; • the accuracy of our estimates and assumptions regarding the performance of our securities portfolio; • soundness of other financial institutions with which we have transactions; • inflation, interest rate, market and monetary fluctuations; • changes in consumer spending, borrowing and savings habits; • changes in commodity prices (e.g., oil and gas, cattle, and wind energy); • our ability to attract deposits and increase market share; • changes in our liquidity position; • changes in the reliability of our vendors, internal control system or information systems; • cyber attacks on our technology information systems, including fraud from our customers and external third-party vendors; • our ability to attract and retain qualified employees; • acquisitions and integration of acquired businesses; • the possible impairment of goodwill and other intangibles associated with our acquisitions; • consequences of continued bank mergers and acquisitions in our market area, resulting in fewer but much larger and stronger competitors; • expansion of operations, including branch openings, new product offerings and expansion into new markets; • changes in our compensation and benefit plans; • acts of God or of war or terrorism; • potential risk of environmental liability associated with lending activities; and • our success at managing the risk involved in the foregoing items. Such forward-looking statements reflect the current views of our management with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategies and liquidity. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this paragraph. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise (except as required by law). 49 Table of Contents Introduction As a financial holding company, we generate most of our revenue from interest on loans and investments, trust fees, gain on sale of mortgage loans and service charges. Our primary source of funding for our loans and investments are deposits held by our subsidiary, First Financial Bank, N.A. Our largest expense are salaries and related employee benefits. We measure our performance by calculating our return on average assets, return on average equity, regulatory capital ratios, net interest margin and efficiency ratio, which is calculated by dividing noninterest expense by the sum of net interest income on a tax equivalent basis and noninterest income. The following discussion and analysis of operations and financial condition should be read in conjunction with the financial statements and accompanying footnotes included in Item 1 of this Form 10-Q as well as those included in the Company’s 2020 Annual Report on Form 10-K. Recent Coronavirus Developments During March 2020, the outbreak of the novel Coronavirus Disease 2019 was recognized as a pandemic by the World Health Organization and a national emergency by the President of the United States. The spread of COVID has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally, including the markets that we serve across the State of Texas. National, state and local governmental responses to the pandemic have included orders to close or limit businesses activity not deemed essential and directing individuals to limit their movements and travel, observe social distancing, and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in decreases in commercial and consumer activity. These responses and restrictions have led to a loss of revenues for certain industries and a sudden increase in unemployment, volatility in oil and gas prices and in business valuations, market downturns and volatility, changes in consumer behaviors, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future. The following is an update on our response through the date of filing: • The Company assisted borrowers in the second round of the Paycheck Protection Program (“PPP”) under the December 2020 Bipartisan-Bicameral Omnibus COVID Relief Deal through the expiration of the program on May 31, 2021. Through June 30, 2021, we had funded approximately 9,700 PPP loans in total from both the first and second rounds of PPP loans totaling $970.87 million. At June 30, 2021, the Company’s total PPP loans had outstanding net balance of $320.39 million following repayments and forgiveness by the SBA. We did not participate in the PPP Facility program. • We are continuing to encourage our employees to take the COVID vaccinations when available and allowing employees and customers to wear a mask on an optional basis based on their preferences. Recent actions taken by the U.S. government to further mitigate the economic effects of COVID will also have an impact on our financial position and results of operations. 50 Table of Contents Notwithstanding the foregoing actions, the COVID outbreak could still, among other things, greatly affect our routine and essential operations due to staff absenteeism, particularly among key personnel, further limit access to or result in further closures of our branch facilities and other physical offices, exacerbate operational, technical or security-related risks arising from a remote workforce, and result in adverse government or regulatory agency orders. The business and operations of our third-party service providers, many of whom perform critical services for our business, could also be significantly impacted, which in turn could impact us. As a result, we are currently unable to fully assess or predict the extent of the effects of COVID on our operations as the ultimate impact will depend on factors that are currently unknown and/or beyond our control. Critical Accounting Policies We prepare consolidated financial statements based on generally accepted accounting principles (“GAAP”) and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. We deem a policy critical if (1) the accounting estimate required us to make assumptions about matters that are highly uncertain at the time we make the accounting estimate; and (2) different estimates that reasonably could have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on the financial statements. We deem our most critical accounting policies to be (1) our allowance for credit losses and our provision for credit losses and (2) our valuation of financial instruments. We have other significant accounting policies and continue to evaluate the materiality of their impact on our consolidated financial statements, but we believe these other policies either do not generally require us to make estimates and judgments that are difficult or subjective, or it is less likely they would have a material impact on our reported results for a given period. A discussion of (1) our allowance for credit losses and our provision for credit losses and (2) our valuation of financial instruments is included in Note 1 to our Consolidated Financial Statements beginning on page 11. Additional detailed information is included in Notes 4 and 5 to our notes to the consolidated financial statements (unaudited) and should be read in conjunction with this analysis. Stock Repurchase On March 12, 2020, the Company’s Board of Directors authorized the repurchase of up to 4.00 million common shares through September 30, 2021. On July 27, 2021, the Company’s Board of Directors renewed the prior authorization and authorized the repurchase of up to 5.00 million common shares through July 31, 2023. The stock repurchase plan authorizes management to repurchase and retire the stock at such time as repurchases are considered beneficial to the Company and its stockholders. Any repurchase of stock will be made through the open market, block trades or in privately negotiated transactions in accordance with applicable laws and regulations. Under the repurchase plan, there is no minimum number of shares that the Company is required to repurchase. Through June 30, 2021, the Company repurchased and retired 324.80 thousand shares (all during the months of March and April of 2020) totaling $8.01 million under this repurchase plan. Acquisition On September 19, 2019, we entered into an agreement and plan of reorganization to acquire TB&T Bancshares, Inc. and its wholly-owned bank subsidiary, The Bank & Trust of Bryan/College Station, Texas. On January 1, 2020, the transaction was completed. Pursuant to the agreement, we issued 6.28 million shares of the Company’s common shares in exchange for all of the outstanding shares of TB&T Bancshares, Inc. In addition, in accordance with the plan of reorganization, TB&T Bancshares, Inc. paid a special dividend totaling $1.92 million to its shareholders prior to the closing of this transaction. At the closing, Brazos Merger Sub., Inc., a wholly-owned subsidiary of the Company, merged into TB&T 51 Table of Contents Bancshares Inc., with TB&T Bancshares, Inc. surviving as a wholly-owned subsidiary of the Company. Immediately following such merger, TB&T Bancshares, Inc. was merged into the Company and The Bank & Trust of Bryan/College Station, Texas was merged into First Financial Bank, N.A., a wholly-owned subsidiary of the Company. The total purchase price of $220.27 million exceeded the estimated fair value of the net assets acquired by $141.92 million and the Company recorded such excess as goodwill. The balance sheet and results of operations of TB&T Bancshares, Inc. have been included in the financial statements of the Company effective January 1, 2020. See Note 10 to the consolidated financial statements for additional information and disclosure. Participation in PPP Loan Program The Company elected to participate in the first and second rounds of PPP loan program processing a total of 9,709 loans and funded $970.87 million from March 31, 2020 through June 30, 2021. The Company has received fees totaling approximately $40.16 million and incurred incremental direct origination costs of $3.62 million related to its participation in the PPP loan program from March 31, 2020 through June 30, 2021, both of which have been deferred and are being amortized over the shorter of the repayment period or the contractual life of these loans. During the first six months of 2021, the Company recognized $11.49 million in interest income related to PPP loan fees. The remainder of the PPP loan deferred fees totaled approximately $13.72 million at June 30, 2021, including approximately $12.62 million for 2021 originations for the second round of PPP loans. These remaining deferred fees related to the second round of PPP loans will be amortized over the shorter of the repayment period or the contractual life of 60 months. Additional information related to the Company’s PPP loan balances are included in the following table (dollars in thousands): PPP Loans Originated PPP Amounts as of June 30, 2021 Number of Loans Amount Number of Loans Period- End Amount, Net Un-amortized Fees Recognized Fees During the Quarter Ended June 30, 2021 Recognized Fees During the Six-Months Ended June 30, 2021 PPP Round 1 6,530 $ 703,450 724 $ 72,595 $ 1,107 $ 3,912 $ 10,166 PPP Round 2 3,179 267,423 2,997 247,797 12,615 1,326 1,326 PPP Total 9,709 $ 970,873 3,721 $ 320,392 $ 13,722 $ 5,238 $ 11,492 Implementation of New Accounting Standard for Allowance for Credit Losses On January 1, 2020, Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, became effective for the Company. Accounting Standards Codification (“ASC”) Topic 326 (“ASC 326”) replaced the previous “incurred loss” model for measuring credit losses with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance-sheet (“OBS”, “reserve for unfunded commitments”) credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments). In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. 52 Table of Contents On March 27, 2020, the CARES Act was signed by the President of the United States that included an option for entities to delay the implementation of ASC 326 until the earlier of the termination date of the national emergency declaration by the President, or December 31, 2020. Under this option, the Company elected to delay implementation of CECL and calculated and recorded the provision for credit losses through the nine-months ended September 30, 2020 under the incurred loss model. At December 31, 2020, the Company elected to adopt ASC 326, effective as of January 1, 2020, through a transition charge to retained earnings of $589 thousand ($466 thousand net of applicable income taxes), which was reflected in the consolidated financial statements as of and for the year ended December 31, 2020. This transition adjustment was comprised of a decrease of $619 thousand in allowance for credit losses and an increase of $1.21 million in the reserve for unfunded commitments. The Company completed its CECL implementation plan by forming a cross-functional working group, under the direction of our Chief Credit Officer along with our Chief Accounting Officer, Chief Lending Officer and Chief Financial Officer. The working group also included individuals from various functional areas including credit, risk management, accounting and information technology, among others. The implementation plan included assessment and documentation of processes, internal controls and data sources, model development, documentation and validation, and system configuration, among other things. The Company contracted with a third-party vendor to assist in the implementation of CECL. 53 Table of Contents Results of Operations Performance Summary . Net earnings for the second quarter of 2021 were $56.38 million, up $2.91 million or 5.44%, when compared with earnings of $53.47 million for the second quarter of 2020. Diluted earnings per share was $0.39 for the second quarter of 2021 compared with $0.38 in the same quarter a year ago. The increase in earnings for the second quarter of 2021 over the second quarter of 2020 was primarily attributable to the negative provision for credit losses. The return on average assets was 1.89% for the second quarter of 2021, as compared to 2.06% for the second quarter of 2020. The return on average equity was 13.38% for the second quarter of 2021 as compared to 14.00% for the second quarter of 2020. Net earnings for the six-month period ended June 30, 2021 were $113.30 million compared to $90.70 million for the same period in 2020. Diluted earnings per share for the first six months of 2021 were $0.79 compared to $0.64 for the same period in 2020. The return on average assets was 1.97% for the first six months of 2021 as compared to 1.86% for the same period a year ago. The return on average equity was 13.61% for the first six months of 2021 as compared to 12.09% for the first six months of 2020. Net Interest Income . Net interest income is the difference between interest income on earning assets and interest expense on liabilities incurred to fund those assets. Our earning assets consist primarily of loans and investment securities. Our liabilities to fund those assets consist primarily of noninterest-bearing and interest-bearing deposits. Tax-equivalent net interest income was $94.58 million for the second quarter of 2021, as compared to $92.14 million for the same period last year. The increase in 2021 compared to 2020 was largely attributable to the increase in interest-earning assets primarily derived from an increase in investment securities held and the impact of the Company’s participation in the PPP loan program (see above). Average earning assets were $11.30 billion for the second quarter of 2021, as compared to $9.80 billion during the second quarter of 2020. The increase of $1.50 billion in average earning assets in 2021 when compared to 2020 was primarily a result of increases of tax-exempt securities of $661.59 million, interest-bearing deposits in nonaffiliated banks of $444.21 million and taxable securities of $256.85 million when compared to June 30, 2020 balances. Average interest-bearing liabilities were $6.76 billion for the second quarter of 2021, as compared to $6.01 billion in the same period in 2020. The increase in average interest-bearing liabilities primarily resulted from our customers depositing their PPP loan amounts into our Bank and organic growth. The yield on earning assets decreased 48 basis points while the rate paid on interest-bearing liabilities decreased ten basis points for the second quarter of 2021 compared to the second quarter of 2020. Tax-equivalent net interest income was $186.95 million for the first six months of 2021 as compared to $174.87 million for the same period last year. The increase in 2021 compared to 2020 was largely attributable to the increase in interest earning assets primarily derived from an increase in investment securities held and the impact of the Company’s participation in the PPP loan program. Average earning assets increased $1.78 billion for the first six months of 2021 over the same period in 2020. Average tax exempt securities increased $841.94 million, interest-bearing deposits in nonaffiliated banks increased $426.95 million and loans increased $382.46 million, respectively, for the first six months of 2021 over the first six months of 2020. Average interest-bearing liabilities increased $877.55 million for the first six months of 2021, as compared to the same period in 2020 primarily resulting from our customers depositing their PPP loan amounts into our Bank and internal organic growth. The yield on earning assets decreased 55 basis points while the rate paid on interest-bearing liabilities decreased 25 basis points for the first six months of 2021 compared to the first six months of 2020. 54 Table of Contents Table 1 allocates the change in tax-equivalent net interest income between the amount of change attributable to volume and to rate. Table 1 - Changes in Interest Income and Interest Expense (in thousands): Three-Months Ended June 30, 2021 Compared to Three-Months Ended June 30, 2020 Six-Months Ended June 30, 2021 Compared to Six-Months Ended June 30, 2020 Change Attributable to Total Change Change Attributable to Total Change Volume Rate Volume Rate Short-term investments $ 111 $ 17 $ 128 $ 1,225 $ (1,690 ) $ (465 ) Taxable investment securities 1,501 (4,082 ) (2,581 ) 1,520 (8,493 ) (6,973 ) Tax-exempt investment securities (1) 5,414 (2,737 ) 2,677 13,875 (5,419 ) 8,456 Loans (1) (2) 1,712 (800 ) 912 9,997 (5,655 ) 4,342 Interest income 8,738 (7,602 ) 1,136 26,617 (21,257 ) 5,360 Interest-bearing deposits 543 (1,533 ) (990 ) 1,936 (7,912 ) (5,976 ) Short-term borrowings (164 ) (155 ) (319 ) (245 ) (499 ) (744 ) Interest expense 379 (1,688 ) (1,309 ) 1,691 (8,411 ) (6,720 ) Net interest income $ 8,359 $ (5,914 ) $ 2,445 $ 24,926 $ (12,846 ) $ 12,080 (1) Computed on a tax-equivalent basis assuming a marginal tax rate of 21%. (2) Non-accrual loans are included in loans. The net interest margin, on a tax equivalent basis, was 3.36% for the second quarter of 2021, a decrease of 42 basis points from the same period in 2020. The net interest margin for the first six months of 2021 was 3.45%, a decrease of 39 basis points from the same period in 2020. We have continued to experience downward pressures on our net interest margin in 2021 and 2020 primarily due to (i) the extended period of fluctuating historically low levels of short-term interest rates and (ii) the flat to inverted yield curve currently being experienced in the bond market. Additionally, the net interest margin was particularly impacted in the second quarter of 2021 as a result of the overall level of excess liquidity, which totaled $844.59 million at June 30, 2021, pending investment. We have been able to somewhat mitigate the impact of these lower short-term interest rates and the flat/inverted yield curve by establishing minimum interest rates on certain of our loans, improving the pricing for loan risk and reducing the rates paid on our interest-bearing liabilities. In March 2020, as the market experienced volatility, we took advantage of that volatility to purchase high quality municipal bonds at favorable tax-equivalent interest yields. The Federal Reserve increased rates 100 basis points in 2018 but then decreased rates 75 basis points during the third and fourth quarters of 2019 and then an additional 150 basis points in the first quarter of 2020, resulting in a current target rate range of zero to 25 basis points. 55 Table of Contents The net interest margin, which measures tax-equivalent net interest income as a percentage of average earning assets, is illustrated in Table 2. Table 2 - Average Balances and Average Yields and Rates (in thousands, except percentages): Three-Months Ended June 30, 2021 2020 Average Balance Income/ Expense Yield/ Rate Average Balance Income/ Expense Yield/ Rate Assets Short-term investments (1) $ 799,884 $ 215 0.11 % $ 353,468 $ 87 0.10 % Taxable investment securities (2) 2,656,211 11,449 1.72 2,399,364 14,030 2.34 Tax-exempt investment securities (2)(3) 2,461,924 17,410 2.83 1,800,339 14,733 3.27 Loans (3)(4) 5,383,781 67,161 5.00 5,248,052 66,249 5.08 Total earning assets 11,301,800 $ 96,235 3.42 % 9,801,223 $ 95,099 3.90 % Cash and due from banks 197,412 181,752 Bank premises and equipment, net 144,671 138,744 Other assets 95,575 87,091 Goodwill and other intangible assets, net 317,721 319,200 Allowance for credit losses (63,097 ) (63,192 ) Total assets $ 11,994,082 $ 10,464,818 Liabilities and Shareholders’ Equity Interest-bearing deposits $ 6,229,991 $ 1,560 0.10 % $ 5,135,772 $ 2,550 0.20 % Short-term borrowings 527,669 93 0.07 877,076 412 0.19 Total interest-bearing liabilities 6,757,660 $ 1,653 0.10 % 6,012,848 $ 2,962 0.20 % Noninterest-bearing deposits 3,439,683 2,830,960 Other liabilities 106,994 84,501 Total liabilities 10,304,337 8,928,309 Shareholders’ equity 1,689,745 1,536,509 Total liabilities and shareholders’ equity $ 11,994,082 $ 10,464,818 Net interest income $ 94,582 $ 92,137 Rate Analysis: Interest income/earning assets 3.42 % 3.90 % Interest expense/earning assets (0.06 ) (0.12 ) Net interest margin 3.36 % 3.78 % (1) Short-term investments are comprised of federal funds sold, interest-bearing deposits in banks and interest-bearing time deposits in banks. (2) Average balances include unrealized gains and losses on available-for-sale securities. (3) Computed on a tax-equivalent basis assuming a marginal tax rate of 21%. (4) Non-accrual loans are included in loans. 56 Table of Contents Six-Months Ended June 30, 2021 2020 Average Balance Income/ Expense Yield/ Rate Average Balance Income/ Expense Yield/ Rate Assets Short-term investments (1) $ 719,922 $ 377 0.11 % $ 292,245 $ 842 0.58 % Taxable investment securities (2) 2,454,933 21,712 1.77 2,331,347 28,685 2.46 Tax-exempt investment securities (2)(3) 2,415,527 34,389 2.85 1,573,591 25,933 3.30 Loans (3)(4) 5,340,207 133,914 5.06 4,957,744 129,572 5.26 Total earning assets 10,930,589 $ 190,392 3.51 % 9,154,927 $ 185,032 4.06 % Cash and due from banks 203,392 189,285 Bank premises and equipment, net 143,293 139,520 Other assets 96,931 87,818 Goodwill and other intangible assets, net 317,930 318,822 Allowance for credit losses (65,153 ) (61,134 ) Total assets $ 11,626,982 $ 9,829,238 Liabilities and Shareholders’ Equity Interest-bearing deposits $ 6,073,981 $ 3,255 0.11 % $ 5,019,929 $ 9,231 0.37 % Short-term borrowings 492,341 184 0.08 668,840 928 0.28 Total interest-bearing liabilities 6,566,322 $ 3,439 0.11 % 5,688,769 $ 10,159 0.36 % Noninterest-bearing deposits 3,278,067 2,561,248 Other liabilities 103,307 70,726 Total liabilities 9,947,696 8,320,743 Shareholders’ equity 1,679,286 1,508,495 Total liabilities and shareholders’ equity $ 11,626,982 $ 9,829,238 Net interest income $ 186,953 $ 174,873 Rate Analysis: Interest income/earning assets 3.51 % 4.06 % Interest expense/earning assets (0.06 ) (0.22 ) Net interest margin 3.45 % 3.84 % (1) Short-term investments are comprised of federal funds sold, interest-bearing deposits in banks and interest-bearing time deposits in banks. (2) Average balances include unrealized gains and losses on available-for-sale securities. (3) Computed on a tax-equivalent basis assuming a marginal tax rate of 21%. (4) Non-accrual loans are included in loans. Noninterest Income . Noninterest income for the second quarter of 2021 was $34.67 million, a decrease of $2.25 million, or 6.08%, as compared to the same quarter of 2020. Increases in certain categories of noninterest income included (1) trust fees of $1.73 million and (2) ATM, interchange and credit card fees of $1.80 million when compared to the first quarter of 2020. Mortgage related income decreased by $5.39 million when compared to the second quarter of 2020 due to a decline in the overall pipeline volumes to $139.63 million at June 30, 2021 from $194.09 million at June 30, 2020. The increase in trust fees resulted from an increase in assets under management over the prior year. The fair value of trust assets managed, which are not reflected in our consolidated balance sheets, totaled $8.06 billion at June 30, 2021, up 18.88% when compared to $6.78 billion at June 30, 2020. The increase in ATM, interchange and credit card fees was driven by continued growth in the number of net new accounts and debit cards issued and overall customer utilization. Noninterest income for the six-month period ended June 30, 2021 was $69.55 million, an increase of $3.90 million compared to the same period in 2020. ATM, interchange and credit card fees increased $3.08 million, or 19.94%, to $18.53 million compared with $15.45 million in the same period last year due to continued growth in debit cards. Trust fees increased $2.59 million to $16.99 million for the six-months ended 2021 compared to the same period of 2020. The fair value of Trust assets managed increased to $8.06 billion at June 30, 2021 when compared with $6.78 billion at June 30, 2020. Offsetting these increases was a decline in gain on the sale of available-for-sale securities of $2.76 million in the for the first six-months of 2021 when compared to the same period of 2020. 57 Table of Contents ATM and interchange fees are charges that merchants pay to us and other card-issuing banks for processing electronic payment transactions. ATM and interchange fees consist of income from debit card usage, point of sale income for debit card transactions and ATM service fees. Federal Reserve rules applicable to financial institutions that have assets of $10 billion or more provide that the maximum permissible interchange fee for an electronic debit transaction is limited to the sum of 21 cents per transaction plus 5 basis points multiplied by the value of the transaction. Management has estimated the impact of this reduction in ATM and interchange fees to approximate $16.00 million annually (pre-tax) once the Federal Reserve rules apply to the Company. Federal Reserve requirements stipulate that these rules would go into effect on July 1 st following the year-end in which a financial institution’s total assets exceeded $10 billion at December 31 st . At June 30, 2021, the Company’s total assets exceeded the $10 billion threshold, due primarily to the effect of the Company’s participation in the PPP loan program and growth in deposits from related activities. However, on November 20, 2020, the federal bank regulatory agencies announced an interim final rule that provides temporary relief for certain community banking organizations that have crossed this threshold as of December 31, 2020 if they had less than $10 billion in assets as of December 31, 2019. Under the interim final rule, these banks, which includes us, will generally have until 2022 to either reduce their size, or to prepare for the regulatory and reporting standards under the Dodd-Frank Act. Management will continue to monitor the Company’s balance sheet levels and prepare for the effects of this future loss of debit card income. Table 3 - Noninterest Income (in thousands): Three-Months Ended June 30, Six-Months Ended June 30, 2021 Increase (Decrease) 2020 2021 Increase (Decrease) 2020 Trust fees $ 8,692 $ 1,731 $ 6,961 $ 16,991 $ 2,593 $ 14,398 Service charges on deposit accounts 4,928 610 4,318 9,721 (512 ) 10,233 ATM, interchange and credit card fees 9,853 1,804 8,049 18,530 3,081 15,449 Gain on sale and fees on mortgage loans 8,291 (5,385 ) 13,676 18,185 657 17,528 Net gain on sale of available-for-sale securities 5 (1,507 ) 1,512 813 (2,761 ) 3,574 Net gain on sale of foreclosed assets 1 (51 ) 52 56 3 53 Net gain on sale of assets 74 98 (24 ) 219 127 92 Interest on loan recoveries 704 550 154 1,086 667 419 Other: Check printing fees 33 (27 ) 60 67 (55 ) 122 Safe deposit rental fees 192 15 177 498 128 370 Credit life fees 364 (30 ) 394 579 13 566 Brokerage commissions 357 23 334 702 (17 ) 719 Wire transfer fees 354 84 270 670 137 533 Miscellaneous income 825 (161 ) 986 1,431 (164 ) 1,595 Total other 2,125 (96 ) 2,221 3,947 42 3,905 Total Noninterest Income $ 34,673 $ (2,246 ) $ 36,919 $ 69,548 $ 3,897 $ 65,651 Noninterest Expense . Total noninterest expense for the second quarter of 2021 was $59.37 million, an increase of $6.05 million, or 11.35%, as compared to the same period of 2020. An important measure in determining whether a financial institution effectively manages noninterest expense is the efficiency ratio, which is calculated by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income. Lower ratios indicate better efficiency since more income is generated with a lower noninterest expense total. Our efficiency ratio for the second quarter of 2021 was 45.94% compared to 41.32% for the same quarter in 2020. The decrease in the Company’s efficiency ratio for the second quarter of 2020 primarily resulted from the deferral of $3.62 million in noninterest expenses related to PPP loan origination costs in the second quarter of 2020. 58 Table of Contents Salaries, commissions and employee benefits for the second quarter of 2021 totaled $35.05 million, compared to $30.81 million for the same period in 2020. The increase over the prior year was primarily driven by (i) annual merit-based pay increases that were effective March 1, 2021, (ii) increases in incentive compensation and profit sharing expenses and (iii) the impact of the deferral of $3.62 million compensation expenses related to PPP loan origination costs in the second quarter of 2020. All other categories of noninterest expense for the second quarter of 2021 totaled $24.33 million, up from $22.51 million in the same quarter a year ago. Total noninterest expense for the first six months of 2021 was $117.10 million, an increase of $8.46 million when compared to $108.64 million in the same period in 2020. Our efficiency ratio for the first six months of 2021 was 45.65%, compared to 45.17% for the same period in 2020. Salaries, commissions and employee benefits for the first six months of 2021 totaled $69.98 million, an increase of $9.52 million when compared to the same period in 2020. The increase was primarily driven by (i) annual pay increases that were effective March 1, 2021, (ii) higher mortgage related commission for the first six months of 2021 and (iii) the deferral of $3.62 million PPP origination costs in the first six months of 2020. All other categories of noninterest expense for the first six months of 2021 totaled $47.12 million, a decrease of $1.06 million when compared to the same period of 2020. Included in noninterest expense in the first six months of 2020 were technology contract termination and conversion related costs totaling $4.39 million related to the TB&T acquisition. 59 Table of Contents Table 4 - Noninterest Expense (in thousands): Three-Months Ended June 30, Six-Months Ended June 30, 2021 Increase (Decrease) 2020 2021 Increase (Decrease) 2020 Salaries and commissions $ 26,878 $ 3,608 $ 23,270 $ 52,972 $ 6,999 $ 45,973 Medical 2,755 471 2,284 5,595 614 4,981 Profit sharing 2,110 132 1,978 4,405 1,455 2,950 401(k) match expense 927 30 897 1,890 154 1,736 Payroll taxes 1,713 (1 ) 1,714 3,844 314 3,530 Stock option and stock grant expense 663 (8 ) 671 1,271 (15 ) 1,286 Total salaries and employee benefits 35,046 4,232 30,814 69,977 9,521 60,456 Net occupancy expense 3,241 140 3,101 6,388 260 6,128 Equipment expense 2,177 167 2,010 4,341 256 4,085 FDIC assessment fees 766 303 463 1,467 959 508 ATM, interchange and credit card expense 3,039 429 2,610 5,811 216 5,595 Professional and service fees 2,392 (105 ) 2,497 4,531 (559 ) 5,090 Printing, stationery and supplies 489 (44 ) 533 814 (285 ) 1,099 Operational and other losses 534 (194 ) 728 821 (483 ) 1,304 Software amortization and expense 2,829 819 2,010 5,448 1,414 4,034 Amortization of intangible assets 412 (96 ) 508 824 (193 ) 1,017 Other: Data processing fees 438 (6 ) 444 844 (23 ) 867 Postage 289 (95 ) 384 666 (19 ) 685 Advertising 605 120 485 1,326 521 805 Correspondent bank service charges 260 33 227 490 59 431 Telephone 822 (91 ) 913 2,098 222 1,876 Public relations and business development 787 261 526 1,454 53 1,401 Directors’ fees 596 (15 ) 611 1,212 (24 ) 1,236 Audit and accounting fees 481 (289 ) 770 986 (228 ) 1,214 Legal fees and other related costs 909 505 404 1,431 733 698 Regulatory exam fees 337 60 277 674 121 553 Travel 352 152 200 597 85 512 Courier expense 258 57 201 464 47 417 Other real estate owned 11 (20 ) 31 39 (32 ) 71 Other 2,304 (270 ) 2,574 4,395 (4,163 ) 8,558 Total other 8,449 402 8,047 16,676 (2,648 ) 19,324 Total Noninterest Expense $ 59,374 $ 6,053 $ 53,321 $ 117,098 $ 8,458 $ 108,640 60 Table of Contents Balance Sheet Review Loans . Our portfolio is comprised of loans made to businesses, professionals, individuals, and farm and ranch operations located in the primary trade areas served by our subsidiary bank. As of June 30, 2021, total loans held-for-investment were $5.30 billion, an increase of $133.57 million, as compared to December 31, 2020. During the second quarter of 2021, $243.28 million of PPP loans originated in 2020 were forgiven and $50.74 million of new PPP loans were originated. Total PPP loans outstanding were $320.39 million at June 30, 2021, which are included in the Company’s commercial loan totals. PPP loan balances accounted for $482.00 million in average balances for the quarter ended June 30, 2021. At June 30, 2021, approximately $13.72 million of deferred loan fees related to PPP loans, including approximately $12.62 million for 2021 originations, continues to be amortized over the shorter of the repayment period or the contractual life of 24 to 60 months. As compared to year-end 2020 balances, total real estate loans increased $239.09 million, total commercial loans decreased $150.25 million, agricultural loans increased $348 thousand and total consumer loans increased $44.38 million. Loans averaged $5.38 billion for the second quarter of 2021, an increase of $135.73 million from the prior year second quarter average balances. Loans averaged $5.34 billion for the first six months of 2021, an increase of $382.46 million from the prior year six-month period average balances. In conjunction with the adoption of ASC 326, the Company expanded its four loan portfolio segments used under its legacy disclosures into the following ten portfolio segments. For modeling purposes, our loan portfolio segments include C&I, Municipal, Agricultural, Construction and Development, Farm, Non-Owner Occupied and Owner Occupied CRE, Residential, Consumer Auto and Consumer Non-Auto. This additional segmentation allows for a more precise pooling of loans with similar credit risk characteristics and credit monitor procedures for the Company’s calculation of its allowance for credit losses. The loans originated as a result of the Company’s participation in the PPP program, discussed in further detail on page 52, are included in the C&I loan portfolio segment as of June 30, 2021 and December 31, 2020. Table 5 outlines the composition of the Company’s held-for-investment loans by portfolio segment. For all periods prior to December 31, 2020, management has elected to maintain its previously disclosed loan portfolio segments. 61 Table of Contents Table 5 - Composition of Loans (in thousands): June 30, December 31, 2021 2020 2020 Commercial: C&I $ 983,103 $ N/A $ 1,131,382 Municipal 179,356 N/A 181,325 Total Commercial 1,162,459 1,509,454 1,312,707 Agricultural 95,212 97,448 94,864 Real Estate: Construction & Development 550,928 N/A 553,959 Farm 185,288 N/A 152,237 Non-Owner Occupied CRE 673,608 N/A 617,686 Owner Occupied CRE 820,055 N/A 746,974 Residential 1,328,474 N/A 1,248,409 Total Real Estate 3,558,353 3,235,208 3,319,265 Consumer: Auto 383,764 N/A 353,595 Non-Auto 104,814 N/A 90,602 Total Consumer 488,578 410,957 444,197 Total $ 5,304,602 $ 5,253,067 $ 5,171,033 Loans held-for-sale, consisting of secondary market mortgage loans, totaled $61.80 million, $66.37 million, and $83.97 million at June 30, 2021 and 2020, and December 31, 2020, respectively. At June 30, 2021 and 2020 and December 31, 2020, $5.55 million, $3.08 million and $4.38 million, respectively, are valued using the lower of cost or fair value, and the remaining amounts are valued under the fair value option. Asset Quality . Our loan portfolio is subject to periodic reviews by our centralized independent loan review group as well as periodic examinations by bank regulatory agencies. Loans are placed on non-accrual status when, in the judgment of management, the collectability of principal or interest under the original terms becomes doubtful. Non-accrual, past due 90 days or more and still accruing, and restructured loans plus foreclosed assets were $30.11 million at June 30, 2021, as compared to $39.72 million at June 30, 2020 and $42.90 million at December 31, 2020. As a percent of loans held-for-investment and foreclosed assets, these assets were 0.57% at June 30, 2021, as compared to 0.76% at June 30, 2020 and 0.83% at December 31, 2020. As a percent of total assets, these assets were 0.24% at June 30, 2021, as compared to 0.38% at June 30, 2020 and 0.39% at December 31, 2020. We believe the level of these assets to be manageable and are not aware of any material classified credits not properly disclosed as nonperforming at June 30, 2021. 62 Table of Contents Supplemental Oil and Gas Information . As of June 30, 2021, the Company’s exposure to the oil and gas industry totaled 2.07% of total loans held-for-investment, excluding PPP loans, or $103.17 million, down $3.07 million from December 31, 2020 year-end levels. These oil and gas loans consisted (based on collateral supporting the loan) of (i) development and production loans of 12.20%, (ii) oil and gas field servicing loans of 5.77%, (iii) real estate loans of 55.64%, (iv) accounts receivable and inventory of 3.53%, (v) automobile of 7.40% and (vi) other of 15.46%. These have warranted additional scrutiny because of fluctuating oil and gas prices and the COVID pandemic. The Company instituted additional monitoring procedures for these loans and has classified and downgraded loans as appropriate. The following oil and gas information is as of and for the quarters ended June 30, 2021 and 2020, and the year ended December 31, 2020 (in thousands, except percentages): June 30, December 31, 2021 2020 2020 Oil and gas related loans, excluding PPP loans $ 103,166 $ 128,143 $ 106,237 Oil and gas related loans as a % of total loans held-for-investment, excluding PPP loans 2.07% 2.82% 2.27% Classified oil and gas related loans $ 13,090 $ 28,366 $ 13,298 Non-accrual oil and gas related loans 3,986 3,702 4,774 Net charge-offs for oil and gas related loans for quarter/year then ended 59 195 825 Supplemental COVID-19 Industry Exposure. In addition, at June 30, 2021, loan balances in the retail/restaurant/hospitality industries totaled $483.13 million or 9.69% of the Company’s total loans held-for-investment, excluding PPP loans. These loans comprised $42.64 million of classified loans, including $5.60 million in non-accrual loans. There were no net charge-offs related to this portfolio for the three or six months ended June 30, 2021. Additional information related to the Company’s retail/restaurant/hospitality industries follows below (in thousands, except percentages): 63 Table of Contents June 30, December 31, 2021 2020 2020 Retail loans $ 326,409 $ 216,244 $ 216,244 Restaurant loans 56,997 46,418 48,618 Hotel loans 71,008 51,957 71,716 Other hospitality loans 27,929 23,230 21,970 Travel loans 790 908 780 Total Retail/Restaurant/Hospitality loans, excluding PPP loans $ 483,133 $ 338,757 $ 359,328 Retail/Restaurant/Hospitality loans as a % of total loans held-for-investment, excluding PPP loans 9.69 % 7.45 % 7.67 % Classified Retail/Restaurant/Hospitality loans $ 42,635 $ 15,837 $ 31,192 Non-accrual Retail/Restaurant/Hospitality loans 5,600 5,752 5,975 Net Charge-Offs for Retail/Restaurant/Hospitality loans quarter/year then ended — 178 561 Table 6 – Non-accrual, Past Due 90 Days or More and Still Accruing, Restructured Loans and Foreclosed Assets (in thousands, except percentages): June 30, December 31, 2021 2020 2020 Non-accrual loans $ 29,786 $ 39,320 $ 42,619 Loans still accruing and past due 90 days or more — 92 113 Troubled debt restructured loans* 23 25 24 Nonperforming loans 29,809 39,437 42,756 Foreclosed assets 305 287 142 Total nonperforming assets $ 30,114 $ 39,724 $ 42,898 As a % of loans held-for-investment and foreclosed assets 0.57 % 0.76 % 0.83 % As a % of total assets 0.24 0.38 0.39 * Troubled debt restructured loans of $7.31 million, $7.28 million and $7.41 million, whose interest collection, after considering economic and business conditions and collection efforts, is doubtful are included in non-accrual loans at June 30, 2021 and 2020, and December 31, 2020, respectively. 64 Table of Contents We record interest payments received on non-accrual loans as reductions of principal. Prior to the loans being placed on non-accrual, we recognized interest income on these loans of approximately $255 thousand for the year ended December 31, 2020. If interest on these loans had been recognized on a full accrual basis during the year ended December 31, 2020, such income would have approximated $4.46 million. Such amounts for the 2021 and 2020 interim periods were not significant. Allowance for Credit Losses . The allowance for credit losses is the amount we determine as of a specific date to be appropriate to absorb current expected credit losses on existing loans in which full collectability is unlikely based on our review and evaluation of the loan portfolio. For a discussion of our methodology, see our accounting policies in Note 1 to the consolidated financial statements (unaudited). The provision for credit losses for the second quarter of 2021 was a reversal of $1.21 million, which was made up of a reversal of provision for loan losses of $1.04 million combined with a reversal of $167 thousand of provision for unfunded commitments for the second quarter of 2021, as compared to $8.70 million for the second quarter of 2020. The provision for credit losses for the six months ended June 30, 2021 was a reversal of $3.20 million, which was made up of a reversal of provision for loan losses of $4.47 million offset by a $1.27 million provision for unfunded commitments, as compared to $18.55 million for the same period in 2020. The net reversal of the Company’s provision for credit losses in 2021 reflects the continued improvement in the economic outlook for our markets across Texas and overall improvements in asset quality. As a percent of average loans, net loan recoveries were 0.02% for the second quarter of 2021, as compared to net charge-offs of 0.01% for the second quarter of 2020. The allowance for credit losses as a percent of loans held-for-investment was 1.17% as of June 30, 2021, as compared to 1.31% as of June 30, 2020 and 1.29% as of December 31, 2020. The allowance for credit losses as a percent of loans held-for-investment, excluding PPP loans, was 1.25% as of June 30, 2021, as compared to 1.52% as of June 30, 2020 and 1.42% as of December 31, 2020. Table 7 - Loan Loss Experience and Allowance for Credit Losses (in thousands, except percentages): Three-Months Ended June 30, Six-Months Ended June 30, 2021 2020 2021 2020 Allowance for credit losses at period-end $ 62,138 $ 68,947 $ 62,138 $ 68,947 Loans held-for-investment at period-end 5,304,602 5,253,067 5,304,602 5,253,067 Average loans for period 5,383,781 5,248,052 5,340,207 4,957,744 Net charge-offs (recoveries)/average loans (annualized) (0.02) % 0.01 % 0.00 % 0.09 % Allowance for loan losses/period-end loans held-for-investment 1.17 % 1.31 % 1.17 % 1.31 % Allowance for loan losses/non-accrual loans, past due 90 days still accruing and restructured loans 208.45 % 174.83 % 208.45 % 174.83 % Interest-Bearing Demand Deposits in Banks. At June 30, 2021, our interest-bearing deposits in banks were $654.53 million compared to $196.43 million at June 30, 2020 and $517.97 million at December 31, 2020, respectively. At June 30, 2021, interest-bearing deposits in banks included $654.03 million maintained at the Federal Reserve Bank of Dallas and $504 thousand on deposit with the FHLB. 65 Table of Contents Available-for-Sale Securities . At June 30, 2021, securities with a fair value of $5.58 billion were classified as securities available-for-sale. As compared to December 31, 2020, the available-for-sale portfolio at June 30, 2021 reflected (i) an increase of $188.21 million in obligations of states and political subdivisions, (ii) an increase of $33.25 million in corporate bonds and other, and (iii) an increase of $963.56 million in mortgage-backed securities. Our mortgage related securities are backed by GNMA, FNMA or FHLMC or are collateralized by securities backed by these agencies. See Note 2 to the consolidated financial statements (unaudited) for additional disclosures relating to the investment portfolio at June 30, 2021 and 2020, and December 31, 2020. Table 8 - Maturities and Yields of Available-for-Sale Securities Held at June 30, 2021 (in thousands, except percentages): Maturing by Contractual Maturity One Year or Less After One Year Through Five Years After Five Years Through Ten Years After Ten Years Total Available-for-Sale: Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Obligations of states and political subdivisions $ 131,368 4.57 % $ 716,807 3.90 % $ 1,711,491 2.69 % $ 55,421 2.21 % $ 2,615,087 3.11 % Corporate bonds and other securities 4,489 1.34 — — 33,318 1.65 — — 37,807 1.61 Mortgage-backed securities 165,678 1.97 1,869,371 1.82 836,745 1.54 53,360 1.96 2,925,154 1.75 Total $ 301,535 3.09 % $ 2,586,178 2.39 % $ 2,581,554 2.31 % $ 108,781 2.09 % $ 5,578,048 2.39 % All yields are computed on a tax-equivalent basis assuming a marginal tax rate of 21%. Yields on available-for-sale securities are based on amortized cost. Maturities of mortgage-backed securities are based on contractual maturities and could differ due to prepayments of underlying mortgages. Maturities of other securities are reported at the earlier of maturity date or call date. As of June 30, 2021, the investment portfolio had an overall tax equivalent yield of 2.39%, a weighted average life of 4.87 years and modified duration of 4.38 years. Deposits . Deposits held by our subsidiary bank represent our primary source of funding. Total deposits were $9.78 billion as of June 30, 2021, as compared to $8.16 billion as of June 30, 2020 and $8.68 billion as of December 31, 2020. Table 9 provides a breakdown of average deposits and rates paid for the three and six-month periods ended June 30, 2021 and 2020, respectively. 66 Table of Contents Table 9 - Composition of Average Deposits (in thousands, except percentages): Three-Months Ended June 30, 2021 2020 Average Balance Average Rate Average Balance Average Rate Noninterest-bearing deposits $ 3,439,683 — % $ 2,830,960 — % Interest-bearing deposits: Interest-bearing checking 3,045,255 0.08 2,486,194 0.14 Savings and money market accounts 2,705,925 0.08 2,183,507 0.16 Time deposits under $250,000 319,705 0.28 339,369 0.51 Time deposits of $250,000 or more 159,106 0.50 126,702 1.07 Total interest-bearing deposits 6,229,991 0.10 % 5,135,772 0.20 % Total average deposits $ 9,669,674 $ 7,966,732 Total cost of deposits 0.06 % 0.13 % Six-Months Ended June 30, 2021 2020 Average Balance Average Rate Average Balance Average Rate Noninterest-bearing deposits $ 3,278,067 — % $ 2,561,248 — % Interest-bearing deposits: Interest-bearing checking 2,973,933 0.08 2,466,112 0.33 Savings and money market accounts 2,621,171 0.09 2,083,604 0.31 Time deposits under $250,000 322,217 0.31 341,172 0.69 Time deposits of $250,000 or more 156,660 0.55 129,041 1.21 Total interest-bearing deposits 6,073,981 0.11 % 5,019,929 0.37 % Total average deposits $ 9,352,048 $ 7,581,177 Total cost of deposits 0.07 % 0.25 % Borrowings. Included in borrowings were federal funds purchased, securities sold under repurchase agreements and advances from the FHLB of $549.97 million, $449.22 million and $430.09 million at June 30, 2021 and 2020 and December 31, 2020, respectively. Securities sold under repurchase agreements are generally with significant customers of the Company that require short-term liquidity for their funds for which we pledge certain securities that have a fair value equal to at least the amount of the short-term borrowings. The average balance of federal funds purchased, securities sold under repurchase agreements and advances from the FHLB were $527.67 million and $877.08 million in the second quarters of 2021 and 2020, respectively. The weighted average interest rates paid on these borrowings were 0.07% and 0.19% for the second quarters of 2021 and 2020, respectively. The average balance of federal funds purchased, securities sold under repurchase agreements and advances from the FHLB were $492.34 million and $668.84 million for the six-months ended June 30, 2021 and 2020, respectively. The weighted average interest rates paid on these borrowings were 0.08% and 0.28% for the six-month periods ended June 30, 2021 and 2020, respectively. 67 Table of Contents Capital Resources We evaluate capital resources by our ability to maintain adequate regulatory capital ratios to do business in the banking industry. Issues related to capital resources arise primarily when we are growing at an accelerated rate but not retaining a significant amount of our profits or when we experience significant asset quality deterioration. Total shareholders’ equity was $1.72 billion, or 13.95% of total assets at June 30, 2021, as compared to $1.58 billion, or 15.30% of total assets at June 30, 2020, and $1.68 billion, or 15.39% of total assets at December 31, 2020. Included in shareholders’ equity at June 30, 2021 and 2020 and December 31, 2020 were $136.49 million, $151.24 million and $170.40 million, respectively, in unrealized gains on investment securities available-for-sale, net of related income taxes. For the second quarter of 2021, total shareholders’ equity averaged $1.69 billion, or 14.09% of average assets, as compared to $1.54 billion, or 14.68% of average assets, during the same period in 2020. For the first six months of 2021, total shareholders’ equity averaged $1.68 billion, or 14.44% of average assets, as compared to $1.51 billion, or 15.35% of average assets, during the same period in 2020. Banking regulators measure capital adequacy by means of the risk-based capital ratios and the leverage ratio under the Basel III regulatory capital framework and prompt corrective action regulations. The risk-based capital rules provide for the weighting of assets and off-balance-sheet commitments and contingencies according to prescribed risk categories. Regulatory capital is then divided by risk-weighted assets to determine the risk-adjusted capital ratios. The leverage ratio is computed by dividing shareholders’ equity less intangible assets by quarter-to-date average assets less intangible assets. Beginning in January 2015, under the Basel III regulatory capital framework, the implementation of the capital conservation buffer was effective for the Company starting at the 0.625% level and increasing 0.625% each year thereafter, until it reached 2.50% on January 1, 2019. 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 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. As of June 30, 2021 and 2020, and December 31, 2020, we had a total capital to risk-weighted assets ratio of 21.12%, 22.03% and 22.03%, a Tier 1 capital to risk-weighted assets ratio of 20.04%, 20.78% and 20.79%; a common equity Tier 1 to risk-weighted assets ratio of 20.04%, 20.78% and 20.79% and a leverage ratio of 11.10%, 11.25% and 11.86%, respectively. The regulatory capital ratios as of June 30, 2021 and 2020, and December 31, 2020 were calculated under Basel III rules. 68 Table of Contents The regulatory capital ratios of the Company and Bank under the Basel III regulatory capital framework are as follows: Actual Minimum Capital Required-Basel III Required to be Considered Well- Capitalized As of June 30, 2021: Amount Ratio Amount Ratio Amount Ratio Total Capital to Risk-Weighted Assets: Consolidated $ 1,347,772 21.12 % $ 669,931 10.50 % $ 638,030 10.00 % First Financial Bank, N.A $ 1,227,741 19.28 % $ 668,612 10.50 % $ 636,773 10.00 % Tier 1 Capital to Risk-Weighted Assets: Consolidated $ 1,278,883 20.04 % $ 542,325 8.50 % $ 382,818 6.00 % First Financial Bank, N.A $ 1,158,852 18.20 % $ 541,257 8.50 % $ 509,418 8.00 % Common Equity Tier 1 Capital to Risk-Weighted Assets: Consolidated $ 1,278,883 20.04 % $ 446,621 7.00 % — N/A First Financial Bank, N.A $ 1,158,852 18.20 % $ 445,741 7.00 % $ 413,902 6.50 % Leverage Ratio: Consolidated $ 1,278,883 11.10 % $ 460,851 4.00 % — N/A First Financial Bank, N.A $ 1,158,852 10.09 % $ 459,483 4.00 % $ 574,353 5.00 % Actual Minimum Capital Required-Basel III Required to be Considered Well- Capitalized As of June 30, 2020: Amount Ratio Amount Ratio Amount Ratio Total Capital to Risk-Weighted Assets: Consolidated $ 1,191,492 22.03 % $ 567,829 10.50 % $ 540,789 10.00 % First Financial Bank, N.A $ 1,086,019 20.13 % $ 566,561 10.50 % $ 539,582 10.00 % Tier 1 Capital to Risk-Weighted Assets: Consolidated $ 1,123,866 20.78 % $ 459,671 8.50 % $ 324,474 6.00 % First Financial Bank, N.A $ 1,018,543 18.88 % $ 458,645 8.50 % $ 431,666 8.00 % Common Equity Tier 1 Capital to Risk-Weighted Assets: Consolidated $ 1,123,866 20.78 % $ 378,552 7.00 % — N/A First Financial Bank, N.A $ 1,018,543 18.88 % $ 377,708 7.00 % $ 350,728 6.50 % Leverage Ratio: Consolidated $ 1,123,866 11.25 % $ 399,750 4.00 % — N/A First Financial Bank, N.A $ 1,018,543 10.22 % $ 398,459 4.00 % $ 498,074 5.00 % 69 Table of Contents Actual Minimum Capital Required Basel III Required to be Considered Well- Capitalized As of December 31, 2020: Amount Ratio Amount Ratio Amount Ratio Total Capital to Risk-Weighted Assets: Consolidated $ 1,273,749 22.03 % $ 607,038 10.50 % $ 578,131 10.00 % First Financial Bank, N.A $ 1,123,275 19.47 % $ 605,830 10.50 % $ 576,981 10.00 % Tier 1 Capital to Risk-Weighted Assets: Consolidated $ 1,201,729 20.79 % $ 491,412 8.50 % $ 346,879 6.00 % First Financial Bank, N.A $ 1,051,255 18.22 % $ 490,434 8.50 % $ 461,585 8.00 % Common Equity Tier 1 Capital to Risk-Weighted Assets: Consolidated $ 1,201,729 20.79 % $ 404,692 7.00 % — N/A First Financial Bank, N.A $ 1,051,255 18.22 % $ 403,887 7.00 % $ 375,038 6.50 % Leverage Ratio: Consolidated $ 1,201,729 11.86 % $ 405,268 4.00 % — N/A First Financial Bank, N.A $ 1,051,255 10.41 % $ 404,002 4.00 % $ 505,002 5.00 % In connection with the adoption of the Basel III regulatory capital framework, our subsidiary bank made the election to continue to exclude accumulated other comprehensive income from available-for-sale securities (“AOCI”) from capital in connection with its quarterly financial filing and, in effect, to retain the AOCI treatment under the prior capital rules. Interest Rate Risk Interest rate risk results when the maturity or repricing intervals of interest-earning assets and interest-bearing liabilities are different. Our exposure to interest rate risk is managed primarily through our strategy of selecting the types and terms of interest-earning assets and interest-bearing liabilities that generate favorable earnings while limiting the potential negative effects of changes in market interest rates. We use no off-balance-sheet financial instruments to manage interest rate risk. Our subsidiary bank has an asset liability management committee that monitors interest rate risk and compliance with investment policies. The subsidiary bank utilizes an earnings simulation model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. The model quantifies the effects of various interest rate scenarios on projected net interest income and net income over the next twelve months. The model measures the impact on net interest income relative to a base case scenario of hypothetical fluctuations in interest rates over the next twelve months. These simulations incorporate assumptions regarding balance sheet growth and mix, pricing and the re-pricing and maturity characteristics of the existing and projected balance sheet. The following analysis depicts the estimated impact on net interest income of immediate changes in interest rates at the specified levels for period presented. Percentage change in net interest income: Change in interest rates: June 30, December 31, (in basis points) 2021 2020 2020 +400 11.19 % 16.96 % 18.18 % +300 8.94 % 13.06 % 13.99 % +200 6.41 % 8.86 % 9.51 % +100 3.57 % 4.43 % 4.75 % -100 (4.98 )% (3.05 )% (3.46 )% -200 (7.85 )% (5.03 )% (5.44 )% 70 Table of Contents The results for the net interest income simulations as of June 30, 2021, June 30, 2020 and December 31, 2020 resulted in an asset sensitive position. These are good faith estimates and assume that the composition of our interest sensitive assets and liabilities existing at each year-end will remain constant over the relevant twelve-month measurement period and that changes in market interest rates are instantaneous and sustained across the yield curve regardless of duration of pricing characteristics on specific assets or liabilities. Also, this analysis does not contemplate any actions that we might undertake in response to changes in market interest rates. We believe these estimates are not necessarily indicative of what actually could occur in the event of immediate interest rate increases or decreases of this magnitude. As interest-bearing assets and liabilities re-price in different time frames and proportions to market interest rate movements, various assumptions must be made based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive and market conditions, we anticipate that our future results will likely be different from the foregoing estimates, and such differences could be material. Should we be unable to maintain a reasonable balance of maturities and repricing of our interest-earning assets and our interest-bearing liabilities, we could be required to dispose of our assets in an unfavorable manner or pay a higher than market rate to fund our activities. Our asset liability committee oversees and monitors this risk. Liquidity Liquidity is our ability to meet cash demands as they arise. Such needs can develop from loan demand, deposit withdrawals or acquisition opportunities. Potential obligations resulting from the issuance of standby letters of credit and commitments to fund future borrowings to our loan customers are other factors affecting our liquidity needs. Many of these obligations and commitments are expected to expire without being drawn upon; therefore the total commitment amounts do not necessarily represent future cash requirements affecting our liquidity position. The potential need for liquidity arising from these types of financial instruments is represented by the contractual notional amount of the instrument. Asset liquidity is provided by cash and assets which are readily marketable or which will mature in the near future. Liquid assets include cash, federal funds sold, and short-term investments in time deposits in banks. Liquidity is also provided by access to funding sources, which include core depositors and correspondent banks that maintain accounts with and sell federal funds to our subsidiary bank. Other sources of funds include our ability to borrow from short-term sources, such as purchasing federal funds from correspondent banks, sales of securities under agreements to repurchase and advances from the FHLB (see below) and an unfunded $25.00 million revolving line of credit established with Frost Bank, a nonaffiliated bank, which matures in June 2023 (see next paragraph). Our subsidiary bank also has federal funds purchased lines of credit with two non-affiliated banks totaling $130.00 million. At June 30, 2021, there were no amounts drawn on these lines of credit. Our subsidiary bank also has (i) an available line of credit with the FHLB totaling $1.58 billion at June 30, 2021, secured by portions of our loan portfolio and certain investment securities and (ii) access to the Federal Reserve Bank of Dallas lending program. At June 30, 2021, the Company had no outstanding advances from the FHLB. The Company renewed its loan agreement, effective June 30, 2021, with Frost Bank. Under the loan agreement, as renewed and amended, we are permitted to draw up to $25.00 million on a revolving line of credit. Prior to June 30, 2023, interest is paid quarterly at The Wall Street Journal Prime Rate and the line of credit matures June 30, 2023. If a balance exists at June 30, 2023, the principal balance converts to a term facility payable quarterly over five years and interest is paid quarterly at The Wall Street Journal Prime Rate. The line of credit is unsecured. Among other provisions in the credit agreement, we must satisfy certain financial covenants during the term of the loan agreement, including, without limitation, covenants that require us to maintain certain capital, tangible net worth, loan loss reserve, non-performing asset and cash flow coverage ratios. In addition, the credit agreement contains certain operational covenants, which among others, restricts the payment of dividends above 55% of consolidated net income, limits the incurrence of debt (excluding any amounts acquired in an acquisition) and prohibits the disposal of assets except in the ordinary course of business. Since 1995, we have historically declared dividends as a percentage of our consolidated net income in a range of 35% (low) in 2021 to 53% (high) in 2003 and 2006. The Company was in compliance with the financial and operational covenants at June 30, 2021. There was no outstanding balance under the line of credit as of June 30, 2021 and 2020, or December 31, 2020. 71 Table of Contents In addition, we anticipate that future acquisitions of financial institutions, expansion of branch locations or offerings of new products could also place a demand on our cash resources. Available cash and cash equivalents at our parent company which totaled $105.86 million at June 30, 2021, investment securities which totaled $2.54 million at June 30, 2021 and mature over 9 to 10 years, available dividends from our subsidiaries which totaled $316.05 million at June 30, 2021, utilization of available lines of credit, and future debt or equity offerings are expected to be the source of funding for these potential acquisitions or expansions. Our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Liquidity risk management is an important element in our asset/liability management process. We regularly model liquidity stress scenarios to assess potential liquidity outflows or funding problems resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed potentially problematic by management. These scenarios are incorporated into our contingency funding plan, which provides the basis for the identification of our liquidity needs. As of June 30, 2021, management is not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations. We are monitoring closely the economic impact of the coronavirus on our customers and the communities we serve. Given the strong core deposit base and relatively low loan to deposit ratios maintained at our subsidiary bank, we consider our current liquidity position to be adequate to meet our short-term and long-term liquidity needs. In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material adverse effect on us. Off-Balance Sheet (“OBS”)/Reserve for Unfunded Commitments. We are a party to financial instruments with OBS risk in the normal course of business to meet the financing needs of our customers. These financial instruments include unfunded lines of credit, commitments to extend credit and federal funds sold to correspondent banks and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in our consolidated balance sheets. At June 30, 2021, the Company’s reserve for unfunded commitments totaled $6.75 million which is recorded in other liabilities. Our exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for unfunded lines of credit, commitments to extend credit and standby letters of credit is represented by the contractual notional amount of these instruments. We generally use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. Unfunded lines of credit and 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. These 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 drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, as we deem necessary upon extension of credit, is based on our credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment and income-producing commercial properties. Standby letters of credit are conditional commitments we issue to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The average collateral value held on letters of credit usually exceeds the contract amount. 72 Table of Contents Table 10 – Commitments as of June 30, 2021 (in thousands): Total Notional Amounts Committed Unfunded lines of credit $ 858,714 Unfunded commitments to extend credit 805,258 Standby letters of credit 39,655 Total commercial commitments $ 1,703,627 We believe we have no other OBS arrangements or transactions with unconsolidated, special purpose entities that would expose us to liability that is not reflected on the face of the financial statements. The above table does not include balances related to the Company’s IRLC and forward mortgage-backed security trades. Parent Company Funding . Our ability to fund various operating expenses, dividends, and cash acquisitions is generally dependent on our own earnings (without giving effect to our subsidiaries), cash reserves and funds derived from our subsidiaries. These funds historically have been produced by intercompany dividends and management fees that are limited to reimbursement of actual expenses. We anticipate that our recurring cash sources will continue to include dividends and management fees from our subsidiaries. At June 30, 2021, $316.05 million was available for the payment of intercompany dividends by our subsidiaries without the prior approval of regulatory agencies. Our subsidiaries paid aggregate dividends of $9.00 million and $5.00 million for the six-month periods ended June 30, 2021 and 2020, respectively. Dividends . Our long-term dividend policy is to pay cash dividends to our shareholders of approximately 40% of annual net earnings while maintaining adequate capital to support growth. We are also restricted by a loan covenant within our line of credit agreement with Frost Bank to dividend no greater than 55% of net income, as defined in such loan agreement. The cash dividend payout ratios have amounted to 35.18% and 39.17% of net earnings for the first six months of 2021 and 2020, respectively. Given our current capital position and projected earnings and asset growth rates, we do not anticipate any significant change in our current dividend policy. Our bank subsidiary, which is a national banking association and a member of the Federal Reserve System, is required by federal law to obtain the prior approval of the OCC to declare and pay dividends if the total of all dividends declared in any calendar year would exceed the total of (1) such bank’s net profits (as defined and interpreted by regulation) for that year plus (2) its retained net profits (as defined and interpreted by regulation) for the preceding two calendar years, less any required transfers to surplus. To pay dividends, we and our subsidiary bank must maintain adequate capital above regulatory guidelines. In addition, if the applicable regulatory authority believes that a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the payment of dividends), the authority may require, after notice and hearing, that such bank cease and desist from the unsafe practice. The Federal Reserve, the FDIC and the OCC have each indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice. The Federal Reserve, the OCC and the FDIC have issued policy statements that recommend that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Management considers interest rate risk to be a significant market risk for the Company. See “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources—Interest Rate Risk” for disclosure regarding this market risk. 73 Table of Contents