Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition as of June 30, 2021 and December 31, 2020 and results of operations for the three and six month periods ended June 30, 2021 and June 30, 2020 should be read in conjunction with our consolidated financial statements and the related notes to the consolidated financial statements for the year ended December 31, 2020, and the other information included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Certain risks, uncertainties and other factors, including those set forth under “Risk Factors” in Part I, Item 1A of the 2020 Form 10-K may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.
Forward-Looking Statements
Certain statements and financial analysis contained in this report that are not historical facts may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information available to us at the time such statements are made. Forward-looking statements may often be identified by the use of words such as “expects,” “estimates,” “anticipates,” “plans,” “goals,” “objectives,” “intends,” “seeks,” “likely,” “should,” “may” “could” and other similar expressions.
Forward-looking statements may include, among other things and without limitation, statements about the credit quality of our loan portfolio, general economic conditions in the United States and in our markets, including the continued impact on our customers from volatility in oil and gas prices, the material risks and uncertainties for the U.S. and world economies and for our business, resulting from the COVID-19 pandemic, expectations regarding rates of default and loan losses, volatility in the mortgage industry, our business strategies and our expectations about future financial performance, future growth and earnings, the appropriateness of our allowance for credit losses and provision for credit losses, the impact of changing regulatory requirements and legislative changes on our business, increased competition, interest rate risk, new lines of business, new product or service offerings and new technologies.
Forward-looking statements are subject to various risks and uncertainties, which change over time, are based on management’s expectations and assumptions at the time the statements are made and are not guarantees of future results. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the following:
• Deterioration of the credit quality of our loan portfolio or declines in the value of collateral related to external factors such as commodity prices, real estate values or interest rates, increased default rates and loan losses or adverse changes in the industry concentrations of our loan portfolio attributed to changes in the U.S. economy in general or the Texas economy specifically.
• The adverse effect of the COVID-19 pandemic on us and our customers, employees and third-party service providers; the material adverse impacts of the COVID-19 pandemic on our business, financial position, operations and prospects. It is not possible to accurately predict the extent, severity or duration of the COVID-19 pandemic or to what level and when normal economic and operational conditions will return. This also includes the incurrence of material costs and liabilities associated with legal and regulatory proceedings, investigations, inquiries and related matters with respect to the financial services industry, including those directly involving us or our Bank and arising from our participation in government stimulus programs responding to the economic impact of the COVID-19 pandemic.
• Operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent. This also includes the failure to manage information systems risk or to prevent cyber-incidents against us, our customers or our third-party vendors, or to manage risks from failures, disruptions or security breaches affecting us, our customers or our third-party vendors, which risks have been materially enhanced by our increased reliance on technology to support associates working outside our offices.
• The costs and effects of cyber-incidents or other failures, disruptions or security breaches of our systems or those our third-party providers.
• Changes in interest rates, which may affect our net income and other future cash flows, or the market value of our assets, including the market value of investment securities.
• Changes in the value of commercial and residential real estate securing our loans or in the demand for credit to support the purchase and ownership of such assets.
• Changing economic conditions or other developments adversely affecting our commercial, entrepreneurial and professional customers.
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• Adverse economic or market conditions and other factors in Texas, the United States or internationally that could affect the credit quality of our loan portfolio or our operating performance, including any conditions or factors affecting our middle market customers and their ability to continue to meet their loan obligations.
• The failure to correctly assess and model the assumptions supporting our allowance for credit losses, causing it to become inadequate in the event of deteriorations in loan quality and increases in charge-offs, or increases or decreases to our allowance for credit losses as a result of the implementation of CECL.
• Changes in the U.S. economy in general or the Texas economy specifically resulting in deterioration of credit quality, increases in non-performing assets or charge-offs or reduced demand for credit or other financial services we offer, including the effects from declines in the level of drilling and production related to volatility in oil and gas prices and the effects of the COVID-19 pandemic.
• Adverse changes in economic or market conditions, in Texas, the United States or internationally, that could affect the credit quality of our loan portfolio or our operating performance.
• Unexpected market conditions, regulatory changes or changes in our credit ratings that could, among other things, cause access to capital market transactions and other sources of funding to become more difficult to obtain on terms and conditions that are acceptable to us.
• The inadequacy of our available funds to meet our deposit, debt and other obligations as they become due, or our failure to maintain our capital ratios as a result of adverse changes in our operating performance or financial condition, or changes in applicable regulations or regulator interpretation of regulations impacting our business or the characterization or risk weight of our assets.
• The failure to effectively balance our funding sources with cash demands by depositors and borrowers.
• Material failures of our accounting estimates and risk management processes based on management judgment, or the supporting analytical and forecasting models.
• Failure of our risk management strategies and procedures, including failure or circumvention of our controls.
• The failure to effectively manage our interest rate risk resulting from unexpectedly large or sudden changes in interest rates, maturity imbalances in our assets and liabilities, potential adverse effects to our borrowers including their inability to repay loans with increased interest rates and the impact to our net interest income from the increasing cost of interest-bearing deposits.
• The failure of our enterprise risk management framework, our compliance program, or our corporate governance and supervisory oversight functions to timely identify and address emerging risks adequately, which may result in unexpected losses.
• Uncertainty regarding the upcoming transition away from the London Interbank Offered Rate, or LIBOR, toward new interest rate benchmarks and our ability to successfully implement any new interest rate benchmarks.
• Legislative and regulatory changes imposing further restrictions and costs on our business, a failure to maintain well capitalized or well managed status or any regulatory enforcement actions brought against us and uncertainty related to future implementation and enforcement of regulatory requirements resulting from the current political environment.
• The effect of changes in laws, regulations, policies and guidelines (including, among others, laws, regulations, policies and guidelines concerning taxes, banking, accounting, securities and monetary and fiscal policies) with which we and our subsidiaries must generally comply, including those promulgated by the U.S. government, U.S. Department of Treasury and the Federal Reserve and any changes made by the new Biden Administration and the effects of any such changes on our business and results of operations.
• The failure to successfully execute our business strategy, which may include expanding into new markets, developing and launching new lines of business or new products and services within the expected timeframes and budgets, completing planned merger, acquisition or sale transactions or to successfully manage the risks related to the development and implementation of these new businesses, products or services.
• The failure to identify, attract and retain key personnel or the loss of key individuals or groups of employees.
• Increased or more effective competition from banks and other financial service providers in our markets.
• Structural changes in the markets for origination, sale and servicing of residential mortgages.
• Uncertainty in the pricing of mortgage loans that we purchase, and later sell or securitize, as well as competition for the mortgage servicing rights related to these loans and related interest rate risk or price risk resulting from retaining mortgage servicing rights, and the potential effects of higher interest rates on our Mortgage Correspondent Aggregation loan volumes.
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• Credit risk resulting from our exposure to counterparties.
• An increase in the incidence or severity of fraud, illegal payments, security breaches and other illegal acts impacting our subsidiary, Texas Capital Bank, National Association (the “Bank”) and our customers.
• The failure to maintain adequate regulatory capital to support our business, including the unavailability of funds obtained from borrowing or capital transactions or from our Bank to fund our obligations.
• Environmental liability associated with properties related to our lending activities.
• Severe weather, natural disasters, acts of war or terrorism and other external events.
Actual outcomes and results may differ materially from what is expressed in our forward-looking statements and from our historical financial results due to the factors discussed above or elsewhere in this report or disclosed in our other U.S. Securities and Exchange Commission (“SEC”) filings. Forward-looking statements included herein speak only as of the date hereof and should not be relied upon as representing our expectations or beliefs as of any date subsequent to the date of this report. Except as required by law, we undertake no obligation to revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise. The factors discussed herein are not intended to be a complete summary of all risks and uncertainties that may affect our businesses. Though we strive to monitor and mitigate risk, we cannot anticipate all potential economic, operational and financial developments that may adversely impact our operations and our financial results. Forward-looking statements should not be viewed as predictions and should not be the primary basis upon which investors evaluate an investment in our securities.
Overview of Our Business Operations
We commenced our banking operations in December 1998. An important aspect of our growth strategy has been our ability to effectively service and manage a large number of loans and deposit accounts in multiple markets in Texas, as well as several lines of business serving a regional or national clientele of commercial borrowers. Accordingly, we have created an operations infrastructure sufficient to support our lending and banking operations that we continue to supplement and optimize as needed to serve a larger customer base and specialized industries.
Significant transactions affecting our financial statements during the three months ended June 30, 2021 included:
• Sale of our portfolio of mortgage servicing rights (“MSRs”) and transition of the Mortgage Correspondent Aggregation (“MCA”) program to a third-party. For additional information, see Note 5 - Certain Transfers of Financial Assets in the accompanying notes to the consolidated financial statements included elsewhere in this report;
• Issuance and sale of $375.0 million of 4.00% fixed-to-fixed rate subordinated notes due 2031. For additional information, see Note 6 - Long-Term Debt in the accompanying notes to the consolidated financial statements included elsewhere in this report;
• Redemption of our 6.50% non-cumulative perpetual preferred stock, Series A (the “Series A Preferred Stock”). For additional information, see Note 12 - Material Transactions Affecting Stockholders' Equity in the accompanying notes to the consolidated financial statements included elsewhere in this report;
• Redemption of our 6.50% subordinated notes due 2042. For additional information, see Note 6 - Long-Term Debt in the accompanying notes to the consolidated financial statements included elsewhere in this report; and
• In May 2021 the Bank, applied to the Texas Department of Banking to convert from a national association to a Texas state-chartered bank. If approved and the conversion is completed, the Texas Department of Banking will be the Bank's primary regulator, the Federal Deposit Insurance Corporation will be the Bank's primary federal regulator and the Federal Reserve will continue to be the Company's primary federal regulator. The application is currently being reviewed.
Impact of COVID-19 Pandemic
The COVID-19 pandemic and related restrictive measures taken by governments, businesses and individuals have caused and continue to cause 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. As the restrictive measures began to be eased during the latter part of 2020 and continue to be eased during 2021, the U.S. economy has begun to improve from 2020, and with the availability and distribution of COVID-19 vaccines, we anticipate continued improvements in commercial and consumer activity and the U.S. economy. During the first quarter of 2021, the governor of Texas removed all restrictions initially set in place which has allowed businesses, including ours as well as our clients' businesses, to reopen at full capacities.
While positive headwinds exist, we recognize that our business and consumer customers are continuing to experience varying degrees of financial distress, which we expect to continue, though to a lesser degree, throughout 2021. Commercial activity has improved, but has not returned to the levels existing prior to the outbreak of the COVID-19 pandemic, which may result in our
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customers’ inability to meet their loan obligations to us. In addition, the economic pressures and uncertainties related to the COVID-19 pandemic have seemingly resulted in changes in consumer spending behaviors, which may negatively impact the demand for loans and other services we offer. Our borrowing base includes customers in industries such as energy, hotel/lodging, restaurants, entertainment, retail and commercial real estate, which have been significantly impacted by the COVID-19 pandemic. We recognize that these industries may take longer to recover as consumers may be hesitant to return to full social interaction or may change their spending habits on a more permanent basis as a result of the COVID-19 pandemic. We continue to monitor these customers closely.
We have taken deliberate actions to meet our goal of ensuring that we have the balance sheet strength to serve our clients and communities, including by seeking to increase our liquidity and manage our assets and liabilities in order to maintain a strong capital position; however, future economic conditions are subject to significant uncertainty. Uncertainties associated with the COVID-19 pandemic include the duration of any COVID-19 outbreaks and any related variants, the availability and effectiveness of COVID-19 vaccines, the impact to our customers, employees and vendors and the impact to the economy as a whole. COVID-19 had a significant adverse impact on our business, financial position and operating results for the year ended December 31, 2020 and while uncertainty still exists, we believe we are well-positioned to operate effectively through the present economic environment.
Effective June 1, 2021, we returned to pre-pandemic business operations and brought 100% of our workforce back into the office. Our branch locations are currently open and operating during normal business hours. We continue to take additional precautions within our branch locations, including enhanced cleaning procedures, to ensure the safety of our customers and our employees.
Results of Operations
Summary of Performance
We reported net income of $73.5 million and net income available to common stockholders of $67.2 million for the second quarter of 2021 compared to a net loss of $34.3 million and net loss available to common stockholders of $36.8 million for the second quarter of 2020. On a fully diluted basis, earnings per common share were $1.31 for the second quarter of 2021, compared to a loss per common share of $0.73 for the second quarter of 2020. Return on average common equity (“ROE”) was 9.74% and return on average assets (“ROA”) was 0.76% for the second quarter of 2021, compared to a negative 5.48% and negative 0.36%, respectively, for the second quarter of 2020. The increase in net income, ROE and ROA for the second quarter of 2021 resulted primarily from a $119.0 million decrease in provision for credit losses.
Net income and net income available to common stockholders for the six months ended June 30, 2021 totaled $145.4 million and $135.3 million, respectively, compared to net loss and net loss available to common stockholders of $51.0 million and $55.9 million, respectively, for the same period in 2020. On a fully diluted basis, earnings per common share were $2.65 for the six months ended June 30, 2021, compared to a loss per common share of $1.11 for the same period in 2020. ROE was 9.91% and ROA was 0.75% for the six months ended June 30, 2021, compared to a negative 4.16% and $0.28%, respectively, for the same period in 2020.
Details of the changes in the various components of net income are discussed below.
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QUARTERLY FINANCIAL SUMMARIES - UNAUDITED
Consolidated Daily Average Balances, Average Yields and Rates
Three months ended June 30, 2021 Three months ended June 30, 2020
(in thousands except percentages) Average
Balance Revenue/
Expense Yield/
Rate Average
Balance Revenue/
Expense Yield/
Rate
Assets
Investment securities – taxable $ 3,361,696 $ 9,222 1.10 % $ 38,829 $ 185 1.92 %
Investment securities – non-taxable(2)
181,574 2,147 4.74 % 195,806 2,327 4.78 %
Federal funds sold and securities purchased under resale agreements
713 — 0.18 % 245,434 77 0.13 %
Interest-bearing deposits in other banks
11,583,046 2,961 0.10 % 10,521,240 2,314 0.09 %
Loans held for sale 93,164 781 3.36 % 380,624 2,547 2.69 %
Loans held for investment, mortgage finance
7,462,223 57,401 3.09 % 8,676,521 74,518 3.45 %
Loans held for investment(1)(2) 15,242,975 152,515 4.01 % 17,015,041 170,970 4.04 %
Less reserve for credit losses on loans 241,676 — — 236,823 — —
Loans held for investment, net 22,463,522 209,916 3.75 % 25,454,739 245,488 3.88 %
Total earning assets 37,683,715 225,027 2.40 % 36,836,672 252,938 2.76 %
Cash and other assets 996,946 1,075,864
Total assets $ 38,680,661 $ 37,912,536
Liabilities and Stockholders’ Equity
Transaction deposits $ 3,795,152 $ 5,395 0.57 % $ 3,923,966 $ 5,998 0.61 %
Savings deposits 11,296,382 8,990 0.32 % 12,537,467 13,510 0.43 %
Time deposits 1,755,993 1,886 0.43 % 3,434,388 12,786 1.50 %
Total interest-bearing deposits 16,847,527 16,271 0.39 % 19,895,821 32,294 0.65 %
Other borrowings 2,349,718 502 0.09 % 3,612,263 4,745 0.53 %
Long-term debt 881,309 10,723 4.88 % 395,658 5,043 5.13 %
Total interest-bearing liabilities 20,078,554 27,496 0.55 % 23,903,742 42,082 0.71 %
Demand deposits 15,139,546 10,865,896
Other liabilities 274,401 293,698
Stockholders’ equity 3,188,160 2,849,200
Total liabilities and stockholders’ equity
$ 38,680,661 $ 37,912,536
Net interest income(2) $ 197,531 $ 210,856
Net interest margin 2.10 % 2.30 %
Net interest spread 1.85 % 2.05 %
Loan spread(3) 3.55 % 3.43 %
(1) The loan averages include non-accrual loans and are stated net of unearned income.
(2) Taxable equivalent rates used where applicable.
(3) Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.
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Six months ended June 30, 2021 Six months ended June 30, 2020
(in thousands except percentages) Average
Balance Revenue/
Expense Yield/
Rate Average
Balance Revenue/
Expense Yield/
Rate
Assets
Investment securities – taxable $ 3,294,117 $ 17,334 1.06 % $ 40,814 $ 459 2.26 %
Investment securities – non-taxable(2) 189,137 4,394 4.69 % 195,692 4,744 4.88 %
Federal funds sold and securities purchased under resale agreements 2,649 1 0.08 % 222,580 691 0.62 %
Interest-bearing deposits in other banks 11,711,282 5,893 0.10 % 8,373,594 21,900 0.53 %
Loans held for sale 167,830 2,376 2.85 % 1,758,502 30,027 3.43 %
Loans held for investment, mortgage finance 7,818,014 122,343 3.16 % 7,865,602 129,842 3.32 %
Loans held for investment(1)(2) 15,349,838 301,711 3.96 % 16,806,908 372,751 4.46 %
Less reserve for loan losses 248,151 — — 219,330 — —
Loans held for investment, net 22,919,701 424,054 3.73 % 24,453,180 502,593 4.13 %
Total earning assets 38,284,716 454,052 2.39 % 35,044,362 560,414 3.22 %
Cash and other assets 1,030,625 1,026,193
Total assets $ 39,315,341 $ 36,070,555
Liabilities and Stockholders’ Equity
Transaction deposits $ 3,893,015 $ 11,256 0.58 % $ 3,848,517 $ 19,580 1.02 %
Savings deposits 12,088,776 19,778 0.33 % 11,803,448 49,471 0.84 %
Time deposits 1,978,879 5,241 0.53 % 3,138,461 25,417 1.63 %
Total interest-bearing deposits 17,960,670 36,275 0.41 % 18,790,426 94,468 1.01 %
Other borrowings 2,517,128 3,094 0.25 % 3,316,259 14,996 0.91 %
Long-term debt 674,171 16,466 4.93 % 395,614 10,307 5.24 %
Total interest-bearing liabilities 21,151,969 55,835 0.53 % 22,502,299 119,771 1.07 %
Demand deposits 14,782,509 10,434,696
Other liabilities 291,925 282,283
Stockholders’ equity 3,088,938 2,851,277
Total liabilities and stockholders’ equity $ 39,315,341 $ 36,070,555
Net interest income(2) $ 398,217 $ 440,643
Net interest margin 2.10 % 2.53 %
Net interest spread 1.86 % 2.15 %
Loan spread(3) 3.49 % 3.41 %
(1) The loan averages include non-accrual loans and are stated net of unearned income.
(2) Taxable equivalent rates used where applicable.
(3) Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.
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Volume/Rate Analysis
The following table presents the changes in taxable-equivalent net interest income and identifies the changes due to differences in the average volume of earning assets and interest-bearing liabilities and the changes due to differences in the average interest rate on those assets and liabilities.
Three months ended June 30, 2021/2020 Six months ended June 30, 2021/2020
Net
Change Change due to(1) Net
Change Change Due To(1)
(in thousands) Volume Yield/Rate(2) Volume Yield/Rate(2)
Interest income:
Investment securities $ 8,857 $ 35,456 $ (26,599) $ 16,525 $ 71,399 $ (54,874)
Loans held for sale (1,766) (1,923) 157 (27,651) (27,243) (408)
Loans held for investment, mortgage finance loans (17,117) (10,416) (6,701) (7,499) (1,620) (5,879)
Loans held for investment (18,455) (17,800) (655) (71,040) (31,671) (39,369)
Federal funds sold and securities purchased under resale agreements (77) (79) 2 (690) (681) (9)
Interest-bearing deposits in other banks 647 238 409 (16,007) 17,968 (33,975)
Total (27,911) 5,476 (33,387) (106,362) 28,152 (134,514)
Interest expense:
Transaction deposits (603) (195) (408) (8,324) 594 (8,918)
Savings deposits (4,520) (1,327) (3,193) (29,693) 4,603 (34,296)
Time deposits (10,900) (6,260) (4,640) (20,176) (9,101) (11,075)
Other borrowings (4,243) (1,664) (2,579) (11,902) (2,801) (9,101)
Long-term debt 5,680 6,194 (514) 6,159 7,114 (955)
Total (14,586) (3,252) (11,334) (63,936) 409 (64,345)
Net interest income $ (13,325) $ 8,728 $ (22,053) $ (42,426) $ 27,743 $ (70,169)
(1) Yield/rate and volume variances are allocated to yield/rate.
(2) Taxable equivalent rates used where applicable assuming a 21% tax rate.
Net Interest Income
Net interest income was $197.0 million for the three months ended June 30, 2021, compared to $209.9 million for the same period in 2020. The decrease was primarily due to declines in total average loans and earning asset yields, partially offset by an increase in loan fees and declining cost of funds.
Average earning assets for the three months ended June 30, 2021 increased $847.0 million compared to the same period in 2020, and included a $3.3 billion increase in average total investment securities, reflecting the deployment of excess liquidity into higher-yielding investment securities, and an $817.1 million increase in average liquidity assets, partially offset by a $3.3 billion decrease in average total loans. Throughout 2020, management took deliberate actions to increase liquidity balances to ensure we had the balance sheet strength to serve our clients during the COVID-19 pandemic. Through the first six months of 2021 these balances have remained elevated, although they are beginning to run off as we have purchased investment securities and proactively exited certain high-cost indexed deposit products. The decrease in average loans held for sale compared to the second quarter of 2020 resulted from the transition of the MCA program to a third-party. Average interest-bearing liabilities for the three months ended June 30, 2021 decreased $3.8 billion compared to the same period in 2020, primarily due to a $3.0 billion decrease in average interest-bearing deposits and a $1.3 billion decrease in average other borrowings, partially offset by a $485.7 million increase in average long-term debt. Average demand deposits for the three months ended June 30, 2021 increased to $15.1 billion from $10.9 billion for the three months ended June 30, 2020.
Net interest margin for the three months ended June 30, 2021 was 2.10% compared to 2.30% for the same period in 2020. The decrease was primarily due to the effect of declining interest rates on earning asset yields and a shift in earning asset composition, primarily increases in lower-yielding investment securities and liquidity assets, partially offset by increases in loan fees and lower funding costs compared to the second quarter of 2020.
The yield on total loans held for investment decreased to 3.75% for the three months ended June 30, 2021 compared to 3.88% for the same period in 2020, and the yield on earning assets decreased to 2.40% for the three months ended June 30, 2021 compared to 2.76% for the same period in 2020. The average cost of total deposits decreased to 0.20% for the second quarter of 2021 from 0.42% for the second quarter of 2020 and total funding costs, including all deposits, long-term debt and stockholders' equity, decreased to 0.29% for the second quarter of 2021 compared to 0.45% for the second quarter of 2020.
Net interest income was $397.1 million for the six months ended June 30, 2021 compared to $438.2 million for the same period in 2020. The decrease was primarily due to a decrease in earning asset yields, partially offset by declining cost of funds.
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Average earning assets increased $3.2 billion for the six months ended June 30, 2021, compared to the same period in 2020, and included a $3.2 billion increase in average total investment securities, reflecting the deployment of excess liquidity into higher-yielding investment securities and a $3.1 billion increase in average liquidity assets, partially offset by a $3.1 billion decrease in average total loans. The increases in average total investment securities and liquidity assets were the result of deliberate actions taken by management to enhance the strength of our balance sheet as described above. Average interest-bearing liabilities decreased $1.4 billion for the six months ended June 30, 2021, compared to the same period in 2020, primarily due to a $829.8 million decrease in average interest-bearing deposits and a $799.1 million decrease in average other borrowings, partially offset by a $278.6 million increase in average long-term debt. Average demand deposits for the six months ended June 30, 2021 increased to $14.8 billion from $10.4 billion for the same period in 2020.
Net interest margin for the six months ended June 30, 2021 was 2.10% compared to 2.53% for the same period of 2020. The decrease was primarily due to the effect of declining interest rates on earning asset yields and a shift in earning asset composition, primarily the increases in lower-yielding investment securities and liquidity assets, partially offset by lower funding costs compared to the same period in 2020.
The yield on total loans held for investment decreased to 3.73% for the six months ended June 30, 2021, compared to 4.13% for the same period in 2020, and the yield on earning assets decreased to 2.39% for the six months ended June 30, 2021, compared to 3.22% for the same period in 2020. The average cost of total deposits decreased to 0.22% for the six months ended June 30, 2021 from 0.65% for the same period in 2020 and total funding costs, including all deposits, long-term debt and stockholders' equity, decreased to 0.29% for the six months ended June 30, 2021, compared to 0.67% for the same period in 2020.
Non-interest Income
Three months ended June 30, Six months ended June 30,
(in thousands) 2021 2020 2021 2020
Service charges on deposit accounts $ 4,634 $ 2,459 $ 9,350 $ 5,752
Wealth management and trust fee income 3,143 2,348 5,998 4,815
Brokered loan fees 6,933 10,764 16,244 18,779
Servicing income 5,935 6,120 14,944 10,866
Swap fees 534 1,468 1,060 4,225
Net gain/(loss) on sale of loans held for sale (3,070) 39,023 2,502 26,023
Other 11,993 8,303 19,096 11,805
Total non-interest income $ 30,102 $ 70,485 $ 69,194 $ 82,265
Non-interest income decreased by $40.4 million during the three months ended June 30, 2021 compared to the same period in 2020. This decrease was primarily due to decreases in net gain/(loss) on sale of loans held for sale and brokered loan fees, partially offset by increases in service charges and other non-interest income. The decrease in net gain/(loss) on sale of loans held for sale and brokered loan fees was primarily due to the second quarter 2021 sale of our portfolio of MSRs and transition of the MCA program to a third-party.
Non-interest income decreased by $13.1 million during the six months ended June 30, 2021 compared to the same period in 2020. This decrease was primarily due to a decrease in net gain/(loss) on sale of loans held for sale, partially offset by an increase in other non-interest income. The decrease in net gain/(loss) on sale of loans held for sale was primarily due to the second quarter 2021 sale of our portfolio of MSRs and transition of the MCA program to a third-party.
Non-interest Expense
Three months ended June 30, Six months ended June 30,
(in thousands) 2021 2020 2021 2020
Salaries and employee benefits $ 86,830 $ 100,791 $ 174,352 $ 177,984
Net occupancy expense 7,865 9,134 16,139 17,846
Marketing 1,900 7,988 3,597 16,510
Legal and professional 9,147 11,330 17,424 28,796
Communications and technology 14,352 42,760 30,321 56,551
FDIC insurance assessment 5,226 7,140 11,839 12,989
Servicing-related expenses 12,355 20,100 25,344 36,454
Merger-related expenses — 10,486 — 17,756
Other 11,385 12,606 20,360 22,866
Total non-interest expense $ 149,060 $ 222,335 $ 299,376 $ 387,752
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Non-interest expense for the three months ended June 30, 2021 decreased $73.3 million compared to the same period in 2020. The decrease was primarily due to decreases in salaries and employee benefits, communications and technology expense, servicing-related expenses and merger-related expenses.
Non-interest expense for the six months ended June 30, 2021 decreased $88.4 million compared to the same period in 2020. The decrease was primarily due to decreases in marketing expense, legal and professional expense, communications and technology expense, servicing-related expenses and merger-related expenses.
Analysis of Financial Condition
Loans Held for Investment
The following table summarizes our loans held for investment on a gross basis by portfolio segment:
June 30, 2021 December 31, 2020
(in thousands)
Commercial $ 9,054,764 $ 8,861,580
Energy 618,371 766,217
Mortgage finance 8,772,799 9,079,409
Real estate 5,564,623 5,794,624
Gross loans held for investment $ 24,010,557 $ 24,501,830
Deferred income (net of direct origination costs) (69,193) (70,970)
Allowance for credit losses on loans (221,511) (254,615)
Total loans held for investment, net $ 23,719,853 $ 24,176,245
Total gross loans held for investment were $24.0 billion at June 30, 2021, a decline of $491.3 million from December 31, 2020 primarily due to declines in energy, mortgage finance and real estate loans, partially offset by an increase in commercial loans. The decline in the energy portfolio is consistent with our strategy of planned reductions in this portfolio as it has experienced higher historic losses. Mortgage finance loans relate to our mortgage warehouse lending operations in which we purchase mortgage loan ownership interests that are typically sold within 10 to 20 days. Volumes fluctuate based on the level of market demand for the product and the number of days between purchase and sale of the loans, which can be affected by changes in overall market interest rates, and tend to peak at the end of each month. Despite the decline in the first half of 2021, balances in this portfolio remain elevated related to increases in volumes driven by continued lower long-term interest rates.
We originate a substantial majority of all loans held for investment. We also participate in syndicated loan relationships, both as a participant and as an agent. As of June 30, 2021, we had $2.0 billion in syndicated loans, $550.4 million of which we administer as agent. All syndicated loans, whether we act as agent or participant, are underwritten to the same standards as all other loans we originate. As of June 30, 2021, $12.8 million of our syndicated loans were on non-accrual.
Portfolio Geographic and Industry Concentrations
Although more than 50% of our total loan exposure is outside of Texas and more than 50% of our deposits are sourced outside of Texas, our Texas concentration remains significant. As of June 30, 2021, a majority of our loans held for investment, excluding mortgage finance loans and other national lines of business, were to businesses with headquarters or operations in Texas. This geographic concentration subjects the loan portfolio to the general economic conditions within this state. The risks created by this concentration have been considered by management in the determination of the appropriateness of the allowance for credit losses.
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Non-performing Assets
Non-performing assets include non-accrual loans and leases and repossessed assets. The table below summarizes our non-performing assets by type and by type of property securing the credit:
(in thousands) June 30, 2021 December 31, 2020 June 30, 2020
Non-accrual loans(1)
Commercial
Assets of the borrowers $ 16,715 $ 18,776 $ 27,164
Inventory 8,497 3,547 13,325
Other 10,144 9,773 10,717
Total commercial 35,356 32,096 51,206
Energy
Oil and gas properties 32,866 51,724 103,874
Total energy 32,866 51,724 103,874
Real estate
Assets of the borrowers 14,098 14,496 14,883
Commercial property 2,639 13,569 1,096
Hotel/motel — 4,619 —
Single family residences 1,677 218 218
Other — 5,267 2,754
Total real estate 18,413 38,169 18,951
Total non-performing assets $ 86,635 $ 121,989 $ 174,031
Restructured loans - accruing $ — $ — $ —
Loans held for investment past due 90 days and accruing(2) 7,671 12,541 21,079
Loans held for sale non-accrual(3) — 6,966 —
Loans held for sale past due 90 days and accruing(4) 2,695 16,667 10,152
(1) As of June 30, 2021, December 31, 2020 and June 30, 2020, non-accrual loans included $24.4 million, $45.4 million and $23.7 million, respectively, in loans that met the criteria for restructured.
(2) At June 30, 2021, December 31, 2020 and June 30, 2020, loans past due 90 days and still accruing includes premium finance loans of $3.0 million, $6.4 million and $14.8 million, respectively.
(3) Includes one non-accrual loan previously reported in loans HFI that was transferred to loans HFS as of December 31, 2020 and subsequently sold at carrying value.
(4) Includes loans guaranteed by U.S. government agencies that were repurchased out of Ginnie Mae securities. Loans are recorded as loans held for sale and carried at fair value on the balance sheet. Interest on these past due loans accrues at the debenture rate guaranteed by the U.S. government. Also includes loans that, pursuant to Ginnie Mae servicing guidelines, we have the unilateral right, but not the obligation, to repurchase if defined delinquent loan criteria are met and therefore must record as loans held for sale on our balance sheet regardless of whether the repurchase option has been exercised.
Total non-performing assets at June 30, 2021 decreased $35.4 million from December 31, 2020 and decreased $87.4 million compared to June 30, 2020. The decrease from December 31, 2020 was primarily due to declines in energy and real estate non-accrual loans, and the decrease from June 30, 2020 was primarily due to declines in commercial and energy non-accrual loans.
Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which we have concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. We monitor these loans closely and review their performance on a regular basis. At June 30, 2021, we had $22.0 million in loans of this type, compared to $193.2 million at December 31, 2020 and $132.0 million at June 30, 2020. The decline in potential problem loans is consistent with the continued economic recovery from the impacts of the COVID-19 pandemic.
Summary of Credit Loss Experience
The provision for credit losses, which includes a provision for losses on unfunded commitments, is a charge to earnings to maintain the allowance for credit losses at a level consistent with management’s assessment of expected losses in the loan portfolio at the balance sheet date. We recorded a $25.0 million negative provision for credit losses for the six months ended June 30, 2021, compared to a provision of $196.0 million in the same period of 2020. The year-over-year decrease resulted primarily from decreases in charge-offs and non-accrual loans, as well as improvement in the economic outlook as the economy continues to recover from the impacts of the COVID-19 pandemic. We recorded $8.8 million in net charge-offs during the six months ended June 30, 2021, compared to $131.8 million during the same period of 2020. Criticized loans totaled $891.6 million at June 30, 2021, compared to $918.4 million at December 31, 2020 and $1.0 billion at June 30, 2020.
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The table below presents a summary of our loan loss experience:
Six months ended June 30, 2021 Year ended December 31, 2020 Six months ended June 30, 2020
(in thousands except percentage and multiple data)
Allowance for credit losses on loans:
Beginning balance $ 254,615 $ 195,047 $ 195,047
Impact of CECL adoption — 8,585 8,585
Loans charged-off:
Commercial 3,863 73,360 32,940
Energy 6,418 133,522 100,098
Real estate 1,192 180 —
Total charge-offs 11,473 207,062 133,038
Recoveries:
Commercial 1,358 1,277 770
Energy 1,324 6,999 423
Total recoveries 2,682 8,276 1,193
Net charge-offs 8,791 198,786 131,845
Provision for credit losses on loans (24,313) 249,769 192,935
Ending balance $ 221,511 $ 254,615 $ 264,722
Allowance for off-balance sheet credit losses:
Beginning balance $ 17,434 8,640 $ 8,640
Impact of CECL adoption — 563 563
Provision for off-balance sheet credit losses (687) 8,231 3,065
Ending balance $ 16,747 $ 17,434 $ 12,268
Total allowance for credit losses $ 238,258 $ 272,049 $ 276,990
Total provision for credit losses $ (25,000) $ 258,000 $ 196,000
Allowance for credit losses on loans to LHI 0.93 % 1.04 % 1.04 %
Net charge-offs to average LHI 0.08 % 0.80 % 1.07 %
Total provision for credit losses to average LHI (0.22) % 1.03 % 1.60 %
Recoveries to total charge-offs 23.38 % 4.00 % 0.90 %
Allowance for off-balance sheet credit losses to off-balance sheet credit commitments
0.20 % 0.20 % 0.15 %
Total allowance for credit losses to LHI 1.00 % 1.11 % 1.09 %
Allowance for credit losses on loans as a multiple of non-performing loans 2.6 x 2.1 x 1.5 x
The allowance for credit losses, including the allowance for losses on unfunded commitments reported on the consolidated balance sheets in other liabilities, totaled $238.3 million at June 30, 2021, $272.0 million at December 31, 2020 and $277.0 million at June 30, 2020. The total allowance for credit losses as a percentage of loans held for investment was 1.00% at June 30, 2021, compared to 1.11% at December 31, 2020 and 1.09% at June 30, 2020. The total allowance for credit losses as a percentage of loans held for investment, excluding mortgage finance, was 1.57% at June 30, 2021, compared to 1.77% at December 31, 2020 and 1.67% at June 30, 2020. The decrease in the total allowance as a percentage of loans held for investment at June 30, 2021, compared to June 30, 2020, is due primarily to a decrease in the allowance for credit losses, resulting from reserve releases during the first half of 2021 driven by a decrease in charge-offs and improvement in the economic outlook as the economy continues to recover from the impacts of the COVID-19 pandemic.
Loans Held for Sale
Through the MCA program we commit to purchase residential mortgage loans from independent correspondent lenders and deliver those loans into the secondary market via whole loan sales to independent third parties or in securitization transactions to Ginnie Mae and Government Sponsored Enterprises (“GSEs”) such as Fannie Mae and Freddie Mac. For additional information on our loans held for sale, see Note 5 - Certain Transfers of Financial Assets in the accompanying notes to the consolidated financial statements included elsewhere in this report.
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Liquidity and Capital Resources
In general terms, liquidity is a measurement of our ability to meet our cash needs. Our objectives in managing our liquidity are to maintain our ability to meet loan commitments, repurchase investment securities and repay deposits and other liabilities in accordance with their terms, without an adverse impact on our current or future earnings. Our liquidity strategy is guided by policies, formulated and monitored by our senior management and our Asset and Liability Management Committee (“ALCO”), which take into account the demonstrated marketability of our assets, the sources and stability of our funding and the level of unfunded commitments. We regularly evaluate all of our various funding sources with an emphasis on accessibility, stability, reliability and cost-effectiveness. Our principal source of funding is customer deposits, supplemented by short-term and long-term borrowings, primarily from federal funds purchased and Federal Home Loan Bank (“FHLB”) borrowings, which are generally used to fund mortgage finance assets. We also rely on the availability of the mortgage secondary market provided by Ginnie Mae and the GSEs to support the liquidity of our mortgage finance assets.
Throughout 2020 we significantly increased our liquidity assets to ensure that we had the balance sheet strength to serve our clients during the COVID-19 pandemic. Through the first six months of 2021 these balances have remained elevated, although they are beginning to run off as we have purchased investment securities and proactively exited certain high-cost indexed deposit products. The following table summarizes the composition of liquidity assets:
(in thousands except percentage data) June 30, 2021 December 31, 2020 June 30, 2020
Federal funds sold and securities purchased under resale agreements $ — $ — $ 50,000
Interest-bearing deposits 6,768,650 9,032,807 9,490,044
Total liquidity assets $ 6,768,650 $ 9,032,807 $ 9,540,044
Total liquidity assets as a percent of:
Total loans held for investment 28.3 % 37.0 % 37.4 %
Total earning assets 19.7 % 24.6 % 26.9 %
Total deposits 23.5 % 29.1 % 31.6 %
Our liquidity needs to support growth in loans held for investment have been fulfilled primarily through growth in our core customer deposits. Our goal is to obtain as much of our funding for loans held for investment and other earning assets as possible from deposits of these core customers. These deposits are generated principally through development of long-term customer relationships, with a significant focus on treasury management products. In addition to deposits from our core customers, we also have access to deposits through brokered customer relationships.
We also have access to incremental deposits through brokered retail certificates of deposit, or CDs. These traditional brokered deposits are generally of short maturities and are used to fund temporary differences in the growth in loan balances, including growth in loans held for sale or other specific categories of loans as compared to customer deposits. The following table summarizes our period-end and average core customer deposits, relationship brokered deposits and traditional brokered deposits:
(in thousands) June 30, 2021 December 31, 2020 June 30, 2020
Deposits from core customers $ 26,309,504 $ 27,581,532 $ 25,636,902
Deposits from core customers as a percent of total deposits 91.2 % 89.0 % 84.9 %
Relationship brokered deposits $ 1,373,763 $ 1,771,883 $ 2,236,028
Relationship brokered deposits as a percent of average total deposits 4.8 % 5.7 % 7.4 %
Traditional brokered deposits $ 1,156,296 $ 1,643,174 $ 2,314,765
Traditional brokered deposits as a percent of total deposits 4.0 % 5.3 % 7.7 %
Average deposits from core customers(1) $ 29,545,933 $ 26,537,612 $ 24,640,460
Average deposits from core customers as a percent of average total deposits 90.2 % 86.0 % 84.3 %
Average relationship brokered deposits(1) $ 1,804,015 $ 2,099,652 $ 1,961,338
Average relationship brokered deposits as a percent of average total deposits 5.5 % 6.8 % 6.7 %
Average traditional brokered deposits(1) $ 1,393,231 $ 2,235,359 $ 2,623,324
Average traditional brokered deposits as a percent of average total deposits 4.3 % 7.2 % 9.0 %
(1) Annual averages presented for December 31, 2020.
We have access to sources of traditional brokered deposits that we estimate to be $7.5 billion. Based on our internal guidelines, we have currently chosen to limit our use of these sources to a lesser amount.
We have short-term borrowing sources available to supplement deposits and meet our funding needs. Such borrowings are generally used to fund our mortgage finance loans, due to their liquidity, short duration and interest spreads available. These
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borrowing sources include federal funds purchased from our downstream correspondent bank relationships (which consist of banks that are smaller than our Bank) and from our upstream correspondent bank relationships (which consist of banks that are larger than our Bank), customer repurchase agreements and advances from the FHLB and the Federal Reserve. The following table summarizes our short-term and other borrowings:
(in thousands) June 30, 2021
Federal funds purchased $ 10,000
Repurchase agreements 4,481
FHLB borrowings 2,000,000
Line of credit —
Total short-term borrowings $ 2,014,481
Maximum short-term borrowings outstanding at any month-end during 2021 $ 2,907,202
The following table summarizes our other borrowing capacities net of balances outstanding. As of June 30, 2021, all are scheduled to mature within one year.
(in thousands) June 30, 2021
FHLB borrowing capacity relating to loans $ 6,680,417
FHLB borrowing capacity relating to securities 3,553,721
Total FHLB borrowing capacity(1) $ 10,234,138
Unused federal funds lines available from commercial banks $ 1,235,000
Unused Federal Reserve borrowings capacity $ 2,003,114
Unused revolving line of credit(2) $ 130,000
(1) FHLB borrowings are collateralized by a blanket floating lien on certain real estate secured loans, mortgage finance assets and also certain pledged securities.
(2) Unsecured revolving, non-amortizing line of credit with maturity date of December 14, 2021. Proceeds may be used for general corporate purposes, including funding regulatory capital infusions into the Bank. The loan agreement contains customary financial covenants and restrictions. No borrowings were made against this line of credit during the six months ended June 30, 2021.
Periodically, based on market conditions and other factors, and subject to compliance with applicable laws and regulations and the terms of our existing indebtedness, we or the Bank may repay, repurchase, exchange or redeem outstanding indebtedness, or otherwise enter into transactions regarding our debt or capital structure. For example, we and the Bank periodically evaluate and may engage in liability management transactions, including repurchases or redemptions of outstanding subordinated notes, which may be funded by the issuance of, or exchanges of, newly issued unsecured borrowings, as we seek to actively manage our debt maturity profile and interest cost.
For additional information regarding our borrowings and our capital and stockholders' equity, see Note 6 – Long-Term Debt and Note 8 – Regulatory Restrictions, respectively, in the accompanying notes to the consolidated financial statements included elsewhere in this report.
Commitments and Contractual Obligations
The following table presents, as of June 30, 2021, significant fixed and determinable contractual obligations to third parties by payment date. Amounts in the table do not include accrued or accruing interest.
(in thousands) Less than 1
Year 1-3
Years 3-5 Years More than 5
Years Total
Deposits without a stated maturity $ 27,123,020 $ — $ — $ — $ 27,123,020
Time deposits 1,113,324 599,274 3,940 5 1,716,543
Federal funds purchased and customer repurchase agreements 14,481 — — — 14,481
FHLB borrowings 2,000,000 — — — 2,000,000
Operating lease obligations 17,211 32,286 12,989 20,154 82,640
Long-term debt — — 443,288 484,098 927,386
Total contractual obligations $ 30,268,036 $ 631,560 $ 460,217 $ 504,257 $ 31,864,070
Off-Balance Sheet Arrangements
We enter into commitments to extend credit and standby letters of credit in the ordinary course of business, details of which are described in Note 1 – Operations and Summary of Significant Accounting Policies in our 2020 Form 10-K. For additional information, see Note 7 – Financial Instruments with Off-Balance Sheet Risk in the accompanying notes to the consolidated financial statements included elsewhere in this report.
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Critical Accounting Policies
SEC guidance requires disclosure of “critical accounting policies.” The SEC defines “critical accounting policies” as those that are most important to the presentation of a company’s financial condition and results, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
We follow financial accounting and reporting policies that are in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain significant policies are summarized in Note 1 - Operations and Summary of Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report and in our 2020 Form 10-K. Not all significant accounting policies require management to make difficult, subjective or complex judgments. However, the policy noted below could be deemed to meet the SEC’s definition of a critical accounting policy.
Allowance for Credit Losses
Management considers the policies related to the allowance for credit losses as the most critical to the financial statement presentation. The total allowance for credit losses includes activity related to allowances calculated in accordance with Accounting Standards Codification (“ASC”) 326, Credit Losses . The allowance for credit losses is established through a provision for credit losses charged to current earnings. The amount maintained in the allowance reflects management’s continuing evaluation of the credit losses expected to be recognized over the life of the loans in our portfolio. The allowance for credit losses on loans is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. For purposes of determining the allowance for credit losses, the loan portfolio is segregated by product types in order to recognize differing risk profiles among categories, and then further segregated by credit grades. Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. Management estimates the allowance balance using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made to incorporate our reasonable and supportable forecast of future losses at the portfolio segment level, as well as any necessary qualitative adjustments using a Portfolio Level Qualitative Factor (“PLQF”) and/or a Portfolio Segment Level Qualitative Factor (“SLQF”). The PLQF and SLQF are utilized to address factors that are not present in historical loss rates and are otherwise unaccounted for in the quantitative process. A reserve is recorded upon origination or purchase of a loan. See “ Summary of Credit Loss Experience” above and Note 4 – Loans Held for Investment and Allowance for Credit Losses on Loans in the accompanying notes to the consolidated financial statements included elsewhere in this report for further discussion of the risk factors considered by management in establishing the allowance for credit losses.
Impact of Inflation and Changing Prices
The preparation of financial statements in conformity with GAAP requires management to measure the company’s financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our operations is reflected in increased operating expenses. Management considers changes in interest rates to impact our financial condition and results of operations to a far greater degree than changes in prices due to inflation. Although interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. We manage our interest rate risk in several ways. Refer to “Interest Rate Risk Management” in Item 3 for further discussion. There can be no assurance that we will not be materially adversely affected by future changes in interest rates, as interest rates are highly sensitive to many factors that are beyond our control.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.