UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2018
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-36722
TRIUMPH BANCORP, INC.
(Exact name of registrant as specified in its charter)
|
Texas |
|
20-0477066 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
12700 Park Central Drive, Suite 1700
Dallas, Texas 75251
(Address of principal executive offices)
(214) 365-6900
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer |
☐ |
Accelerated filer |
☒ |
|
|
|
|
|
|
Non-accelerated filer |
☐ (Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
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Emerging growth company |
☒ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock — $0.01 par value, 26,265,983 shares, as of July 17, 2018.
FORM 10-Q
June 30, 2018
TABLE OF CONTENTS
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Item 1. |
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2 |
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3 |
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4 |
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5 |
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6 |
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8 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
40 |
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Item 3. |
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78 |
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Item 4. |
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79 |
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Item 1. |
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80 |
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Item 1A. |
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80 |
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Item 2. |
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80 |
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Item 3. |
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80 |
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Item 4. |
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80 |
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Item 5. |
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80 |
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Item 6. |
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81 |
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i
PART I – FINANCIAL INFORMATION
ITEM 1
1
TRIUMPH BANCORP, INC. AND SUBSIDIARIES
June 30, 2018 and December 31, 2017
(Dollar amounts in thousands, except per share amounts)
|
|
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June 30, |
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December 31, |
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||
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2018 |
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2017 |
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||
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(Unaudited) |
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ASSETS |
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|
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Cash and due from banks |
|
$ |
56,029 |
|
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$ |
59,114 |
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Interest bearing deposits with other banks |
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|
77,336 |
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75,015 |
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Total cash and cash equivalents |
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133,365 |
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134,129 |
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Securities - available for sale |
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183,184 |
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250,603 |
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Securities - equity investments |
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5,025 |
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|
5,006 |
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Securities - held to maturity, fair value of $8,093 and $7,527, respectively |
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8,673 |
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8,557 |
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Loans, net of allowance for loan and lease losses of $24,547 and $18,748, respectively |
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3,171,915 |
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2,792,108 |
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Assets held for sale |
|
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— |
|
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71,362 |
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Federal Home Loan Bank stock, at cost |
|
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19,223 |
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|
16,006 |
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Premises and equipment, net |
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68,313 |
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62,861 |
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Other real estate owned, net |
|
|
2,528 |
|
|
|
9,191 |
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Goodwill |
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86,668 |
|
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44,126 |
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Intangible assets, net |
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31,109 |
|
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|
19,652 |
|
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Bank-owned life insurance |
|
|
40,168 |
|
|
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44,364 |
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Deferred tax assets, net |
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|
8,810 |
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8,959 |
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Other assets |
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35,650 |
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32,109 |
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Total assets |
|
$ |
3,794,631 |
|
|
$ |
3,499,033 |
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|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
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Liabilities |
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Deposits |
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Noninterest bearing |
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$ |
561,033 |
|
|
$ |
564,225 |
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Interest bearing |
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2,063,909 |
|
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2,057,123 |
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Total deposits |
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2,624,942 |
|
|
|
2,621,348 |
|
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Customer repurchase agreements |
|
|
10,509 |
|
|
|
11,488 |
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Federal Home Loan Bank advances |
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420,000 |
|
|
|
365,000 |
|
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Subordinated notes |
|
|
48,878 |
|
|
|
48,828 |
|
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Junior subordinated debentures |
|
|
38,849 |
|
|
|
38,623 |
|
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Other liabilities |
|
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44,228 |
|
|
|
22,048 |
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Total liabilities |
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3,187,406 |
|
|
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3,107,335 |
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Commitments and contingencies - See Note 8 and Note 9 |
|
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Stockholders' equity - See Note 12 |
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Preferred Stock |
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9,658 |
|
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|
9,658 |
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Common stock |
|
|
264 |
|
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|
209 |
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Additional paid-in-capital |
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457,980 |
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|
264,855 |
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Treasury stock, at cost |
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|
(2,254 |
) |
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|
(1,784 |
) |
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Retained earnings |
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|
143,426 |
|
|
|
119,356 |
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Accumulated other comprehensive income (loss) |
|
|
(1,849 |
) |
|
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(596 |
) |
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Total stockholders’ equity |
|
|
607,225 |
|
|
|
391,698 |
|
|
Total liabilities and stockholders' equity |
|
$ |
3,794,631 |
|
|
$ |
3,499,033 |
|
See accompanying condensed notes to consolidated financial statements.
2
TRIUMPH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 2018 and 2017
(Dollar amounts in thousands, except per share amounts)
(Unaudited)
|
|
|
Three Months Ended June 30, |
|
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Six Months Ended June 30, |
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||||||||||
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2018 |
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2017 |
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2018 |
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2017 |
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||||
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Interest and dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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Loans, including fees |
|
$ |
38,148 |
|
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$ |
30,663 |
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$ |
75,031 |
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$ |
55,848 |
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Factored receivables, including fees |
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20,791 |
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10,812 |
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36,094 |
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19,979 |
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Securities |
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1,179 |
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1,738 |
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2,489 |
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3,349 |
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FHLB stock |
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101 |
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36 |
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206 |
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78 |
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Cash deposits |
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1,030 |
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|
289 |
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1,547 |
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|
|
616 |
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Total interest income |
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61,249 |
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|
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43,538 |
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115,367 |
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79,870 |
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Interest expense: |
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|
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|
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|
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Deposits |
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4,631 |
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|
|
3,057 |
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8,908 |
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|
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5,926 |
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Subordinated notes |
|
|
838 |
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|
836 |
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1,675 |
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|
1,671 |
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Junior subordinated debentures |
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|
713 |
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|
475 |
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1,310 |
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|
940 |
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Other borrowings |
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1,810 |
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|
|
613 |
|
|
|
3,087 |
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|
|
957 |
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Total interest expense |
|
|
7,992 |
|
|
|
4,981 |
|
|
|
14,980 |
|
|
|
9,494 |
|
|
Net interest income |
|
|
53,257 |
|
|
|
38,557 |
|
|
|
100,387 |
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|
|
70,376 |
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Provision for loan losses |
|
|
4,906 |
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|
|
1,447 |
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|
|
7,454 |
|
|
|
9,125 |
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Net interest income after provision for loan losses |
|
|
48,351 |
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|
|
37,110 |
|
|
|
92,933 |
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|
61,251 |
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Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Service charges on deposits |
|
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1,210 |
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|
|
977 |
|
|
|
2,355 |
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|
|
1,957 |
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Card income |
|
|
1,394 |
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|
917 |
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|
|
2,638 |
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|
|
1,744 |
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Net OREO gains (losses) and valuation adjustments |
|
|
(528 |
) |
|
|
(112 |
) |
|
|
(616 |
) |
|
|
(101 |
) |
|
Net gains (losses) on sale of securities |
|
|
— |
|
|
|
— |
|
|
|
(272 |
) |
|
|
— |
|
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Fee income |
|
|
1,121 |
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|
|
637 |
|
|
|
1,921 |
|
|
|
1,220 |
|
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Insurance commissions |
|
|
819 |
|
|
|
708 |
|
|
|
1,533 |
|
|
|
1,299 |
|
|
Asset management fees |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,717 |
|
|
Gain on sale of subsidiary or division or division |
|
|
— |
|
|
|
— |
|
|
|
1,071 |
|
|
|
20,860 |
|
|
Other |
|
|
929 |
|
|
|
2,075 |
|
|
|
1,487 |
|
|
|
3,791 |
|
|
Total noninterest income |
|
|
4,945 |
|
|
|
5,202 |
|
|
|
10,117 |
|
|
|
32,487 |
|
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
20,527 |
|
|
|
16,012 |
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|
|
39,931 |
|
|
|
37,970 |
|
|
Occupancy, furniture and equipment |
|
|
3,014 |
|
|
|
2,348 |
|
|
|
6,068 |
|
|
|
4,707 |
|
|
FDIC insurance and other regulatory assessments |
|
|
383 |
|
|
|
270 |
|
|
|
582 |
|
|
|
496 |
|
|
Professional fees |
|
|
2,078 |
|
|
|
1,238 |
|
|
|
3,718 |
|
|
|
3,206 |
|
|
Amortization of intangible assets |
|
|
1,361 |
|
|
|
911 |
|
|
|
2,478 |
|
|
|
2,022 |
|
|
Advertising and promotion |
|
|
1,300 |
|
|
|
911 |
|
|
|
2,329 |
|
|
|
1,849 |
|
|
Communications and technology |
|
|
3,271 |
|
|
|
2,233 |
|
|
|
6,630 |
|
|
|
4,407 |
|
|
Other |
|
|
5,469 |
|
|
|
3,398 |
|
|
|
9,709 |
|
|
|
7,501 |
|
|
Total noninterest expense |
|
|
37,403 |
|
|
|
27,321 |
|
|
|
71,445 |
|
|
|
62,158 |
|
|
Net income before income tax |
|
|
15,893 |
|
|
|
14,991 |
|
|
|
31,605 |
|
|
|
31,580 |
|
|
Income tax expense |
|
|
3,508 |
|
|
|
5,331 |
|
|
|
7,152 |
|
|
|
11,447 |
|
|
Net income |
|
|
12,385 |
|
|
|
9,660 |
|
|
|
24,453 |
|
|
|
20,133 |
|
|
Dividends on preferred stock |
|
|
(193 |
) |
|
|
(193 |
) |
|
|
(383 |
) |
|
|
(385 |
) |
|
Net income available to common stockholders |
|
$ |
12,192 |
|
|
$ |
9,467 |
|
|
$ |
24,070 |
|
|
$ |
19,748 |
|
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Earnings per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic |
|
$ |
0.48 |
|
|
$ |
0.53 |
|
|
$ |
1.04 |
|
|
$ |
1.10 |
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Diluted |
|
$ |
0.47 |
|
|
$ |
0.51 |
|
|
$ |
1.02 |
|
|
$ |
1.07 |
|
See accompanying condensed notes to consolidated financial statements.
3
TRIUMPH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2018 and 2017
(Dollar amounts in thousands, except per share amounts)
(Unaudited)
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
Net income |
|
$ |
12,385 |
|
|
$ |
9,660 |
|
|
$ |
24,453 |
|
|
$ |
20,133 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) arising during the period |
|
|
(181 |
) |
|
|
357 |
|
|
|
(1,889 |
) |
|
|
691 |
|
|
Reclassification of amount realized through sale of securities |
|
|
— |
|
|
|
— |
|
|
|
272 |
|
|
|
— |
|
|
Tax effect |
|
|
42 |
|
|
|
(133 |
) |
|
|
364 |
|
|
|
(257 |
) |
|
Total other comprehensive income (loss) |
|
|
(139 |
) |
|
|
224 |
|
|
|
(1,253 |
) |
|
|
434 |
|
|
Comprehensive income |
|
$ |
12,246 |
|
|
$ |
9,884 |
|
|
$ |
23,200 |
|
|
$ |
20,567 |
|
See accompanying condensed notes to consolidated financial statements.
4
TRIUMPH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Six Months Ended June 30, 2018 and 2017
(Dollar amounts in thousands, except per share amounts)
(Unaudited)
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Treasury Stock |
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
||||||||||||||||
|
|
|
Liquidation |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|||
|
|
|
Preference |
|
|
Shares |
|
|
Par |
|
|
Paid-in- |
|
|
Shares |
|
|
|
|
|
|
Retained |
|
|
Comprehensive |
|
|
Total |
|
||||||||
|
|
|
Amount |
|
|
Outstanding |
|
|
Amount |
|
|
Capital |
|
|
Outstanding |
|
|
Cost |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Equity |
|
|||||||||
|
Balance, January 1, 2017 |
|
$ |
9,746 |
|
|
|
18,078,247 |
|
|
$ |
182 |
|
|
$ |
197,157 |
|
|
|
76,118 |
|
|
$ |
(1,374 |
) |
|
$ |
83,910 |
|
|
$ |
(276 |
) |
|
$ |
289,345 |
|
|
Issuance of restricted stock awards |
|
|
— |
|
|
|
40,541 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,025 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,025 |
|
|
Forfeiture of restricted stock awards |
|
|
— |
|
|
|
(843 |
) |
|
|
— |
|
|
|
19 |
|
|
|
843 |
|
|
|
(19 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock option exercises, net |
|
|
— |
|
|
|
22,731 |
|
|
|
— |
|
|
|
281 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
281 |
|
|
Purchase of treasury stock |
|
|
— |
|
|
|
(14,197 |
) |
|
|
— |
|
|
|
— |
|
|
|
14,197 |
|
|
|
(366 |
) |
|
|
— |
|
|
|
— |
|
|
|
(366 |
) |
|
Preferred stock converted to common stock |
|
|
(88 |
) |
|
|
6,106 |
|
|
|
— |
|
|
|
88 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Series A preferred dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(181 |
) |
|
|
— |
|
|
|
(181 |
) |
|
Series B preferred dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(204 |
) |
|
|
— |
|
|
|
(204 |
) |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,133 |
|
|
|
— |
|
|
|
20,133 |
|
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
434 |
|
|
|
434 |
|
|
Balance, June 30, 2017 |
|
$ |
9,658 |
|
|
|
18,132,585 |
|
|
$ |
182 |
|
|
$ |
198,570 |
|
|
|
91,158 |
|
|
$ |
(1,759 |
) |
|
$ |
103,658 |
|
|
$ |
158 |
|
|
$ |
310,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2018 |
|
$ |
9,658 |
|
|
|
20,820,445 |
|
|
$ |
209 |
|
|
$ |
264,855 |
|
|
|
91,951 |
|
|
$ |
(1,784 |
) |
|
$ |
119,356 |
|
|
$ |
(596 |
) |
|
$ |
391,698 |
|
|
Issuance of common stock, net of expenses |
|
|
— |
|
|
|
5,405,000 |
|
|
|
54 |
|
|
|
191,999 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
192,053 |
|
|
Issuance of restricted stock awards |
|
|
— |
|
|
|
45,290 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,053 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,053 |
|
|
Forfeiture of restricted stock awards |
|
|
— |
|
|
|
(1,792 |
) |
|
|
— |
|
|
|
78 |
|
|
|
1,792 |
|
|
|
(78 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock option exercises, net |
|
|
— |
|
|
|
1,366 |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
Purchase of treasury stock |
|
|
— |
|
|
|
(9,524 |
) |
|
|
— |
|
|
|
— |
|
|
|
9,524 |
|
|
|
(392 |
) |
|
|
— |
|
|
|
— |
|
|
|
(392 |
) |
|
Series A preferred dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(181 |
) |
|
|
— |
|
|
|
(181 |
) |
|
Series B preferred dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(202 |
) |
|
|
— |
|
|
|
(202 |
) |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,453 |
|
|
|
— |
|
|
|
24,453 |
|
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,253 |
) |
|
|
(1,253 |
) |
|
Balance, June 30, 2018 |
|
$ |
9,658 |
|
|
|
26,260,785 |
|
|
$ |
264 |
|
|
$ |
457,980 |
|
|
|
103,267 |
|
|
$ |
(2,254 |
) |
|
$ |
143,426 |
|
|
$ |
(1,849 |
) |
|
$ |
607,225 |
|
See accompanying condensed notes to consolidated financial statements.
5
TRIUMPH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2018 and 2017
(Dollar amounts in thousands, except per share amounts)
(Unaudited)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2018 |
|
|
2017 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
24,453 |
|
|
$ |
20,133 |
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
2,435 |
|
|
|
1,925 |
|
|
Net accretion on loans and deposits |
|
|
(5,614 |
) |
|
|
(3,965 |
) |
|
Amortization of subordinated notes issuance costs |
|
|
50 |
|
|
|
46 |
|
|
Amortization of junior subordinated debentures |
|
|
226 |
|
|
|
203 |
|
|
Net amortization on securities |
|
|
477 |
|
|
|
837 |
|
|
Amortization of intangible assets |
|
|
2,478 |
|
|
|
2,022 |
|
|
Deferred taxes |
|
|
518 |
|
|
|
3,457 |
|
|
Provision for loan losses |
|
|
7,454 |
|
|
|
9,125 |
|
|
Stock based compensation |
|
|
1,053 |
|
|
|
1,025 |
|
|
Net (gains) losses on sale of securities |
|
|
272 |
|
|
|
— |
|
|
Net (gain) loss on loans transferred to loans held for sale |
|
|
— |
|
|
|
46 |
|
|
Net OREO (gains) losses and valuation adjustments |
|
|
616 |
|||||